/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240229.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 29, 2024, Vol. 28, No. 59 Headlines 301 W NORTH AVENUE: Voluntary Chapter 11 Case Summary AC PLUS MARINE: Files Emergency Bid to Use Cash Collateral ACTUARIAL ESTATE: Case Summary & Six Unsecured Creditors AEMETIS INC: AllianceBernstein Ceases Ownership of Common Shares AEMETIS INC: Encompass Capital, Todd Kantor Report 4.43% Stake AGILITI HEALTH: Moody's Puts 'B1' CFR on Review for Downgrade AVINGER INC: Armistice Capital, Steven Boyd Report 4.99% Stake AVS MEZZ: Motcomb Estates to Sell Assets on March 7 AY PHASE II: DBD to Sell 100% Class B Interest on April 30 B-1208 PINE: Wins Cash Collateral Access on Final Basis B.I.C. DESIGN: Files Emergency Bid to Use Cash Collateral BETTER DAY: Affiliate Files Emergency Bid to Use Cash Collateral BIOLASE INC: Anson Funds Management, 5 Others Report 8.1% Stake CAREISMATIC BRANDS: Seeks to Tap Kobre & Kim as Special Counsel CAREISMATIC BRANDS: Seeks to Tap McDonald Hopkins as Counsel CARROLS CORP: Chapter 15 Case Summary CARROLS LLC: Chapter 15 Case Summary CELL-NIQUE CORP: U.S. Trustee Appoints Stephen Ferraro as Examiner CHALLENGE MULTIFAMILY: Court OKs Cash Access on Final Basis CHICKEN SOUP: HPS Investment Partners Holds 4.1% Class A Shares CHICKEN SOUP: Receives New Deficiency Notice From Nasdaq CLEARWATER PAPER: S&P Affirms 'BB-' ICR, Alters Outlook to Stable CNX RESOURCES: Fitch Gives BB+ Rating on New 8-Yr. Unsecured Notes COMMUNITY HEALTH: Eversept Entities Disclose Equity Stakes CROSSED INDUSTRIES: Unsecureds to Split $24K in Consensual Plan CUMULUS MEDIA: S&P Downgrades ICR to 'CC', Outlook Negative CUPCAKE QUILTS: Court OKS Cash Collateral Access Thru May 21 D AND J'S: Files Emergency Bid to Use Cash Collateral DELCATH SYSTEMS: Biotechnology Value Fund, 9 Others Report Stakes DELCATH SYSTEMS: COO, Director to Retire DISKIN SYSTEMS: Files Emergency Bid to Use Cash Collateral DIVERSIFIED HEALTHCARE: The Vanguard Group Holds 8.35% Stake DODD DRILLING: Seeks Cash Collateral Access ECHOSTAR CORP: Renaissance Entities Hold 5.17% Class A Shares ECHOSTAR CORP: Steven Tananbaum, 2 Others Hold 2.2% Class A Shares EDGEMONT FARMS: Case Summary & Four Unsecured Creditors ELWOOD ENERGY: S&P Affirms 'CCC+' Rating on Senior Secured Debt EMERGENT BIOSOLUTIONS: The Vanguard Group Holds 5.73% Stake ENVIVA INC: Moody's Lowers CFR to Ca & Alters Outlook to Negative FAT DADDY: Wins Cash Collateral Access Thru April 16 FLO-BACK EQUIPMENT: Chapter 15 Case Summary FLOREZ GROUP: Seeks Cash Collateral Access GENWORTH FINANCIAL: S&P Affirms 'BB-' LT ICR, Outlook Stable GILLIAM CONSTRUCTION: Court OKs Interim Cash Collateral Access GOODLIFE PHYSICAL: Court OKs Deal on Cash Access Thru May 15 GROM SOCIAL: Ionic Ventures, 3 Others Acquire 7.8% Equity Stake HAGA-MOF LLC: Voluntary Chapter 11 Case Summary HARBOR CUSTOM: Court OKs Cash Collateral Access on Final Basis HELIUS MEDICAL: Columbus Capital Management Reports 9.9% Stake HELIX ENERGY: The Vanguard Group Holds 8.77% Stake IAMGOLD CORP: Completes Acquisition of Vanstar Mining IAMGOLD CORP: Implements Squeeze-Out for Euro Resources Shares IBIO INC: The Vanguard Group Reports 0.23% Equity Stake INFINERA CORP: The Vanguard Group Holds 10.91% Equity Stake INSPIREMD INC: Nantahala Capital, Two Others Report 9.9% Stake INSPIREMD INC: OrbiMed Entities Disclose Equity Stakes INSPIREMD INC: Rosalind Advisors, 4 Others Disclose Equity Stakes INTELLIPHARMACEUTICS: Armistice, Steven Boyd No Longer Hold Shares INVITAE CORP: Court Okays Sell-Down Protocols for Trading Claims JCS HOSPITALITY: Court OKs Interim Cash Collateral Access JETASAP LLC: Unsecured Creditors to Split $230K in Plan JL TEXAS PALLETS: Case Summary & 20 Largest Unsecured Creditors KENNESAW FALLS: Lender Seeks to Prohibit Cash Collateral Access LEGACY-XSPIRE HOLDINGS: Court OKs Interim Cash Collateral Access LIVEONE INC: Rho Ventures, 8 Others Report Equity Stake LOCAL GYM: Seeks to Use Cash Collateral LOGANSPORT MACHINE: Court OKs Cash Collateral Access on Final Basis LUMEN TECHNOLOGIES: The Vanguard Group Holds 11.73% Equity Stake MAG DS CORP: Moody's Affirms 'B3' CFR, Outlook Stable MAGNA SERVICE: Court OKs Cash Collateral Access Thru May 15 MICHIGAN MEDICAL: Ongoing Operations to Fund Plan MOBIQUITY TECHNOLOGIES: Walleye Entities Cease Ownership of Shares MOVING & STORAGE: Wins Interim Cash Collateral Access NABORS INDUSTRIES: The Vanguard Group Holds 8.23% Equity Stake NANO MAGIC: Ronald Berman, 6 Others Disclose Equity Stake NATIVE WASHINGTONIAN: Case Summary & Six Unsecured Creditors NEILLY'S FOOD: Lender Seeks to Prohibit Cash Collateral Access NEWELL BRANDS: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable NORTH CAROLINA: Files Emergency Bid to Use Cash Collateral NORTHERN HOSPITAL: Moody's Lowers Revenue Bond Rating to B1 OIL STATES: The Vanguard Group Holds 6.71% Equity Stake ONE DREAM: Creditors to Get Proceeds From Liquidation OUTFRONT MEDIA: The Vanguard Group Holds 14.18% Equity Stake PANCAKES OF HAWAII: Unsecured Creditors to Split $325K in Plan PANDORA MARKETING: Continues to Serve Customers During Chapter 11 PARTNERSHIP 3: Seeks Cash Collateral Access PGT INNOVATIONS: S&P Retains 'B+' ICR on CreditWatch Positive PINNACLE GRINDING: Court OKs Interim Cash Collateral Access PINNACLE HOLDINGS: Case Summary & One Unsecured Creditor PROS HOLDINGS: The Vanguard Group Holds 10.3% Equity Stake PROTERRA INC: Amends PSA, Files Fourth Amended Reorganization Plan QURATE RETAIL: The Vanguard Group Holds 7.53% Class A Common Shares RACKSPACE TECHNOLOGY: Apollo Management, 12 Others Report Stake RADIOLOGY PARTNERS: Moody's Ups CFR to Caa1 & Unsec. Notes to Caa3 RAPID7 INC: The Vanguard Group Holds 11.36% Equity Stake RAYONIER ADVANCED: The Vanguard Group Holds 5.18% Equity Stake READYMAX INC: Wins Cash Collateral Access on a Final Basis S VALLEY VIEW: Plan Exclusivity Period Extended to April 20 SANUWAVE HEALTH: Opaleye Management Reports 9.09% Stake SHEN ZEN TEA: Court OKs Interim Cash Collateral Access SOTHEBY'S: Moody's Lowers CFR & Senior Secured Notes to B3 SPIRIT AIRLINES: The Vanguard Group Holds 9.54% Equity Stake STAFFING 360: Armistice Capital, Steven Boyd Report 9.99% Stake STAFFING 360: Brendan Flood Reports 3.7% Equity Stake STRATEGIES 360: Files Amendment to Disclosure Statement STRATEGIES 360: Seeks Continued Cash Collateral Access TARONIS FUELS: Plan Exclusivity Period Extended to May 13 TEGNA INC: The Vanguard Group Holds 12.86% Equity Stake THRASIO HOLDINGS: Case Summary & 30 Largest Unsecured Creditors TOP INVESTMENT: Voluntary Chapter 11 Case Summary TRANSOCEAN LTD: The Vanguard Group Holds 8.47% Equity Stake TRENDFIELD HOLDINGS: Chapter 15 Case Summary TRIMAX MEDICAL: Business Income & ERC Credits to Fund Plan TRIUMPH GROUP: Hill City Capital, 4 Others Hold 7.29% Stake TRIUMPH GROUP: The Vanguard Group Holds 9.14% Equity Stake UNITED AIRLINES: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable UNIVERSAL-1 IMPORTS: Lender Seeks to Prohibit Cash Access UPHEALTH HOLDINGS: Plan Exclusivity Period Extended to April 30 UPTOWN HOLDINGS: Case Summary & Three Unsecured Creditors VANTAGE SPECIALTY: Moody's Lowers CFR to B3, Outlook Stable VIASAT INC: FPR Partners, Two Others Hold 2.3% Stake VISTAGEN THERAPEUTICS: Registers for Sale $350M Worth of Securities VISTAGEN THERAPEUTICS: The Vanguard Group Holds 6.79% Equity Stake WATERVILLE REDEVELOPMENT: Case Summary & Two Unsecured Creditors WELLS SOLAR: Case Summary & 20 Largest Unsecured Creditors WORKINGLIVE TECHNOLOGIES: Seeks to Use Cash Collateral WYNN RESORTS: Hospitality Headquarters, 2 Others Report Stakes [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 301 W NORTH AVENUE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: 301 W North Avenue, LLC 1525 W. Homer Suite 401 Chicago, IL 60642 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: February 27, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-02741 Judge: Hon. Donald R. Cassling Debtor's Counsel: Robert Glantz Much Shelist, P.C. 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 F. Martin Paris, Jr., as president of MK Manager Corp. as manager of Debtor. 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/YIVVFHQ/301_W_North_Avenue_LLC__ilnbke-24-02741__0001.0.pdf?mcid=tGE4TAMA AC PLUS MARINE: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- AC Plus Marine, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral and provide adequate protection to the U.S. Small Business Administration, which may hold a security interest in the Debtor's cash and/or cash equivalents, and to the extent necessary, the holders of inferior position security interests. The Debtor requires the use of cash collateral to fund ordinary business operations and necessary expenses in accordance with the cash budget. The Debtor requests a hearing date on or before Monday, February 26, 2024. The date is requested as the Debtor remits its semi-monthly payroll on February 23, 2024 and is in constant need to pay its operating expenses to ensure its business generates the maximum amount of potential revenue. Prior to the Petition Date, Debtor obtained financing from the U.S. Small Business Administration, which is purportedly secured by a lien on the Debtor's cash and/or cash equivalents. The SBA may assert a first priority security interest in the Debtor's cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on January 22, 2021. The outstanding balance owed to the SBA is approximately $163,597. In addition, Quick Bridge Funding, LLC and Crum & Forster may assert an interest on the Debtor's cash equivalents, which interests are inferior to those of the SBA. As adequate protection for the use of cash collateral, the Debtor proposes to grant the SBA and the inferior interests holding a replacement lien on its post-petition cash collateral to the same extent, priority, and validity as its pre-petition liens, to the extent its use of cash collateral results in a decrease in value of their interests in the cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=FkaqR5 from PacerMonitor.com. About AC Plus Marine, Inc. AC Plus Marine, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:24-bk-00757-GER) on February 16, 2024. In the petition signed by Cyndie A. Phillippe, sole shareholder, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. ACTUARIAL ESTATE: Case Summary & Six Unsecured Creditors -------------------------------------------------------- Debtor: Actuarial Estate, PLLC 5135 MacArthur Blvd. Suite B Washington, DC 20016 Business Description: Actuarial Estate is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns the real property located at 1702 Brentwood Road, NE, Washington, DC 20018 valued at $1.51 million. Chapter 11 Petition Date: February 27, 2024 Court: United States Bankruptcy Court District of Columbia Case No.: 24-00059 Judge: Hon. Elizabeth L Gunn Debtor's Counsel: William C. Johnson, Jr., Esq. THE JOHNSON LAW GROUP, LLC 6305 Ivy Lane Suite 630 Greenbelt, MD 20770 Tel: (301) 477-3450 Fax: (301) 477-4813 Email: William@JohnsonLG.Law Total Assets: $1,505,795 Total Liabilities: $1,280,395 The petition was signed by Marcus Sands as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7LXITQA/Actuarial_Estate_PLLC__dcbke-24-00059__0001.0.pdf?mcid=tGE4TAMA AEMETIS INC: AllianceBernstein Ceases Ownership of Common Shares ---------------------------------------------------------------- AllianceBernstein LP disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it ceased to beneficially own shares of common stock of Aemetis, Inc. A full-text copy of the Report is available at http://tinyurl.com/ycy3tv5j About Aemetis Headquartered in Cupertino, California, Aemetis, Inc. -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." Aemetis reported a net loss of $107.76 million for the year ended Dec. 31, 2022, compared to a net loss of $47.15 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $277.44 million in total assets, $114.37 million in total current liabilities, $363.06 million in total long-term liabilities, and a total stockholders' deficit of $199.99 million. "As a result of negative capital, negative market conditions resulting in prolonged idling of the Keyes Plant, negative operating results, and collateralization of substantially all of the company assets, the Company has been reliant on its senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. In order to meet its obligations during the next twelve months, the Company will need to either refinance the Company's debt or receive the continued cooperation of its senior lender. This dependence on the senior lender raises substantial doubt about the Company's ability to continue as a going concern," said Aemetis in its Quarterly Report for the period ended Sept. 30, 2023. AEMETIS INC: Encompass Capital, Todd Kantor Report 4.43% Stake -------------------------------------------------------------- Encompass Capital Advisors, LLC and Todd J. Kantor disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 1,748,952 shares of Aemetis, Inc.'s Common Stock, representing 4.43% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/bdd62zex About Aemetis Headquartered in Cupertino, California, Aemetis, Inc. -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." Aemetis reported a net loss of $107.76 million for the year ended Dec. 31, 2022, compared to a net loss of $47.15 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $277.44 million in total assets, $114.37 million in total current liabilities, $363.06 million in total long-term liabilities, and a total stockholders' deficit of $199.99 million. "As a result of negative capital, negative market conditions resulting in prolonged idling of the Keyes Plant, negative operating results, and collateralization of substantially all of the company assets, the Company has been reliant on its senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. In order to meet its obligations during the next twelve months, the Company will need to either refinance the Company's debt or receive the continued cooperation of its senior lender. This dependence on the senior lender raises substantial doubt about the Company's ability to continue as a going concern," said Aemetis in its Quarterly Report for the period ended Sept. 30, 2023. AGILITI HEALTH: Moody's Puts 'B1' CFR on Review for Downgrade ------------------------------------------------------------- Moody's Investors Service placed the ratings of Agiliti Health, Inc. on review for downgrade. Ratings on review include the B1 Corporate Family Rating, B1-PD Probability of Default Rating, and the B1 rating on the senior secured first lien revolving credit facility and backed senior secured first lien term loan b. There is no action on the SGL-1. Previously, the outlook was stable. On February 26, 2024, Agiliti announced that Thomas H. Lee Partners, L.P. (THL) plans to acquire the company for approximately $2.5 billion. The acquisition is expected to close in the first half of 2024. The transaction is still subject to regulatory approvals. The ratings under review reflects Moody's expectation that if the acquisition is completed, Agiliti will no longer be a public company and instead will be owned by a private equity sponsor, THL. As such, governance risk considerations are material to this rating action. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Excluding the ratings review, Agiliti's B1 CFR rating reflects Moody's expectation that the company will maintain moderate financial leverage, with debt/EBITDA in the low 4x range through 2025. Retained free cash flow as a percentage of net debt is relatively modest at 16.6% LTM Sept. 30, 2023, which is attributable to substantial capital expenditures. However, as Agiliti expands its scope to include less capital-intensive activities such as clinical engineering and on-site managed services business, Moody's anticipates a reduction in capital expenditures and improvement in free cash flow. Agiliti focuses on a narrow segment of the medical equipment sector. Agiliti's clinical engineering and on-site managed services businesses are lower margin businesses but tend to be more stable than the short-term equipment solutions business, as demand for short-term rentals can be volatile. Agiliti benefits from its national presence, with around 90% of acute care locations in the company's service territory. The COVID-19 pandemic has increased demand for the company's services over the longer term, as healthcare providers and government agencies increasingly focus on managing medical equipment needs. The Speculative Grade Liquidity Rating of SGL-1 reflects very good overall liquidity that Moody's believes will be supported by Agiliti's $30 million of cash on the balance sheet as of September 30, 2023, full availability on its $300 million senior secured first lien revolving credit facility and forecasted positive cash flow generation of roughly $80 million in 2024. Agiliti Health, Inc.'s CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. Agiliti has exposure to Governance risk considerations due namely to the company's board composition that is dominated by a financial sponsor despite being a public company. Agiliti also has exposure to social risk considerations and the impact of demographic and societal trends. While Agiliti has no direct reimbursement risks from public payors, its customers, which include acute care hospitals, have significant levels of exposures to government payors. As a result, any pressures on its customers to lower costs could impact the demand and pricing for Agiliti's services. The review for downgrade will primarily focus on Agiliti's change in ownership, as well as the treatment of Agiliti's debt by the acquirer along with the updated capital structure. If Agiliti's debt will be fully repaid as part of the transaction, then its ratings will be withdrawn. The assessment will also take into account any extra debt incurred or amounts drawn from its revolving credit facilities for the purpose of financing the acquisition. Further, Moody's will evaluate the company's likelihood of adopting more aggressive financial policies following the change in ownership. Headquartered in Minneapolis, MN, Agiliti Health, Inc. serves more than 10,000 national, regional and local acute care and alternative site healthcare providers across the US. The company provides services across three primary service lines: On-site Managed Services, Clinical Engineering Services and Equipment Solutions. Revenues were approximately $1.2 billion LTM Sept. 30, 2023. Affiliates of Thomas H. Lee Partners, L.P. own approximately 73% of the company, with the balance publicly held. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. AVINGER INC: Armistice Capital, Steven Boyd Report 4.99% Stake -------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned an aggregate amount of 67,226 shares of Avinger, Inc.'s Common Stock, representing 4.99% of the shares outstanding. The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on 1,347,226 Shares outstanding as of October 23, 2023, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on October 26, 2023. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. A full-text copy of the Report is available at http://tinyurl.com/4k9kt6nw About Avinger Headquartered in Redwood City, California, Avinger, Inc. -- http://www.avinger.com-- is a commercial-stage medical device company that designs and develops image-guided, catheter-based system for the diagnosis and treatment of patients with Peripheral Artery Disease (PAD). The Company designs, manufactures, and sells a suite of products in the United States and select international markets. Avinger reported a net loss applicable to common stockholders of $27.24 million for the year ended Dec. 31, 2022, a net loss applicable to common stockholders of $21.59 million for the year ended Dec. 31, 2021, a net loss applicable to common stockholders of $22.87 million for the year ended Dec. 31, 2020, a net loss applicable to common stockholders of $23.03 million for the year ended Dec. 31, 2019, and a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018. San Francisco, California-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 15, 2023, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. The Company can provide no assurance that it will be successful in raising funds pursuant to additional equity or debt financings or that such funds will be raised at prices that do not create substantial dilution for its existing stockholders. Given the volatility in the Company's stock price, any financing that the Company may undertake in the next twelve months could cause substantial dilution to its existing stockholders, and there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its various endeavors. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In addition, the macroeconomic environment has in the past resulted in and could continue to result in reduced consumer and investor confidence, instability in the credit and financial markets, volatile corporate profits, and reduced business and consumer spending, which could increase the cost of capital or limit the availability of capital to the Company, the Company said in its Quarterly Report for the period ended Sept. 30, 2023. AVS MEZZ: Motcomb Estates to Sell Assets on March 7 --------------------------------------------------- Motcomb Estates Ltd. ("secured party") will sell of, by public sale, the right, title and interest of AVS Mezz LLC ("pledgor") in and to these assets all of pledgor's right, title and interest, whether now owned or contingent on hereafter acquired, whether direct of indirect, whether legal, beneficial or economic, whether fixed or contingent, whether arising under the articles of organization and the operating agreement of Adams of Hotels International LLC ("pledged entity"), and all amendments there to, under federal, state, county, municipal and other governmental statues, laws, rules, writs, orders, regulations, ordinances, judgment, decrees and injections of governmental authorities affecting pledged entity. The public sale will take place on March 7, 2024, at 3:30 p.m. Eastern Standard Time via audio/video teleconference the details of which be provided to interested parties in advance of the sale date pursuant to the terms of public sale, based upon the occurrence of one or more events of default under certain documents copies of which are available for inspection as hereinafter described, pursuant to such loan documents, and article 9 of the Uniform Commercial Code as enacted in the State of New York. William Mannion will conduct the public sale or such other auctioneer licensed in the State of New York as is selected by the secured party in its sole and absolute discretion. Based upon information provided by pledgor, pledged entity, and certain other persons and entities affiliated therewith, it is the understanding of secured party that: (i) pledgor own 100% of the membership interests in pledged entity; (ii) pledged entity has good, marketable and insurable leasehold estate in and to each parcel of real property more particularly described in the loan documents and located at 130 West 44th Street, New York, New York 10036 (Block 996, Lot 46), the improvements thereon and all personal property owned by pledged entity and encumbered by the secured instrument together with all rights pertaining to such property and improvements ("premises"), and (iii) the premises is encumbered by an agreement of consolidation and modification of leasehold mortgage dated Dec. 20, 2019, made by pledged entity to plaintiff, in the total principal amount of $62,500,000. Additional information regarding the sale, contact Newmark, 125 Park Avenue, New York, New York 10017, Attn: Nick Scribani, email: Nick.Scribani@nmrk.com, Tel: (212) 372-2113. AY PHASE II: DBD to Sell 100% Class B Interest on April 30 ---------------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, DBD AYB Funding LLC, as administrative agent for DBD AYB Funding LLC and AYB Funding 100 LLC ("secured party") will sell 100% of the Class B limited liability membership interests in AY Phase II Development Company LLC, as more particularly described in that certain amended and restated pledged and security agreement, dated June 17, 2015, by and among secured party's predecessor-in-interest and AY Phase III Mezzanine LLC ("collateral") to the highest qualified bidder at public sale. The public sale will take place on April 30, 2024, at 3:30 p.m., both in person and remotely from the offices of Rosenberg & Estis PC, 733 Third Avenue, New York 10017, with access afforded in person and remotely via zoom or other web-based video conferencing and telephonic conferencing program selected by secured party. Secured party's understanding is that the principal assets of the Class B limited liability membership interests in AY Phase II Development Company LLC is the parcel of real property identified as B9 and B10 located in Brooklyn, New York, and more particularly known as the air rights parcels above Block 1121, and the terra firm known as Lots 42 and 47, Block 1121 in Kings County, New York, as such collateral is described in that certain Schedule II to the mezzanine loan agreement dated as of June 17, 2015, by and among secured party's predecessor-in-interest and AY Phase III Mezzanine LLC. The sale will be conducted by Mannion Auctions LLC, by Matthew Mannion. Interested parties who would like additional information regarding the sale must contact the agent for secured party, Nick Scribani of Newmark at (212) 372-2113 or Nick.Scribani@nmrk.com. Attorney for the secured party can be reached at: Rosenberg & Estis PC Attn: Eric S. Orenstein, Esq. 733 Third Avenue New York, New York 10017 Tel: (212) 551-8438 Email: eorenstein@rosenbergestis.com B-1208 PINE: Wins Cash Collateral Access on Final Basis ------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized B-1208 Pine, LLC to use cash collateral on a final basis, in accordance with the budget, with a 5% variance. The Debtor requires the use of cash collateral to continue its ongoing operations in the ordinary course of business and to avoid disruption of operations. Specifically, the Debtor is authorized to use cash collateral to pay the costs and expenses identified in the final budget. As adequate protection for the Debtor's use of cash collateral: a. Pivot Lender is granted valid, binding, enforceable and perfected replacement liens on and security interests in all Postpetition Collateral, in same extent and with the same validity and priority as Pivot Lender's liens in cash collateral as of the Petition Date, to secure an amount equal to the decrease, if any, in the value of Pivot Lender's interest in Prepetition Cash Collateral. The Debtor will continue to maintain insurance on its assets as the same existed as of the Petition Date, but will (i) disclose to Pivot Lender the type of insurance policies it holds and the amount of insurance coverage it carries; and (ii) add Pivot Lender as an additional insured on the Debtor's insurance policies. The Debtor's right to use cash collateral will terminate automatically upon the earlier of: (a) the Debtor's breach of any material provision of the Final Order that remains uncured five business days following Debtor's receipt of notice of such breach from any parly in interest; (b) conversion of the Debtor's ease to a ease under Chapter 7 of the Bankruptcy Code; or (c) the appointment of a trustee in the Chapter 11 case. A copy of the order is available at https://urlcurt.com/u?l=wKPwV5 from PacerMonitor.com. About B-1208 Pine LLC B-1208 Pine LLC is the owner of real property and improvements thereon located at 1208 Pine Street, Seattle, WA 98122, commonly known as the Pivot Apartments. The Property is valued at $31.72 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-10088) on January 16, 2024. In the petition signed by James H. Wong, manager, the Debtor disclosed $32,134,497 in assets and $46,793,638 in liabilities. Judge Marc L Barreca oversees the case. James L. Day, Esq., at Bush Kornfield, LLP, represents the Debtor as legal counsel. B.I.C. DESIGN: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- B.I.C. Design Company asks the U.S. Bankruptcy Court for the District of Missouri for authority to use cash collateral and provide adequate protection, through August 31, 2024. The Debtor requires the use of cash collateral to pay normal and necessary business expenses. The Debtor's legal name was changed from Prestatie Corporation to B.I.C. Design Company in 2020, approximately the same time the current owners purchased the business. The current ownership group purchased the Debtor on February 19, 2020. The business has struggled from the purchase date to be cash flow positive. The Debtor's primary owner and manager sold three pieces of real estate in 2023 that paid the main secured creditor, Sunflower Bank, approximately $219,000. The Debtor has taken reasonable steps to reduce expenses and debt. At the time of filing, the Debtor had bank account balances of approximately $14,500, zero inventory, accounts receivables of approximately $140,000, and minimal personal property. The Debtor's secured creditors are as follows: a. Sunflower Bank - blanket lien. The UCC1 appears to cover the assets of the Debtor but does not specifically list accounts receivables. It does list the "rights to payments". b. United States Small Business Administration (SBA). The Debtor believes that there was a lien, but no UCC has been found. If there is a lien, it is completely unsecured based on the value of the collateral and preexisting liens (Sunflower Bank). The Debtor asserts that the SBA does not have a claim to cash collateral because of the prior lien of Sunflower Bank. As adequate protection, the Debtor proposes to grant creditors replacement security interests in, and liens on, all post-Petition Date acquired property of the debtor and the debtor’s bankruptcy estate that is the same type of property that the specific creditor holds a pre-petition interest, lien or security interest to the extent of the validity and priority of such interests, liens, or security interests. The amount of each of the Replacement Liens will be up to the amount of any diminution of each of the Creditors' respective collateral positions from the Petition Date. The priority of the Replacement Liens will be in the same priority as each of the creditor's pre-petition interests, liens, and security interests in similar property. The Debtor further proposes paying Sunflower Bank the monthly sum of $1,000 beginning March 15, 2024, and continuing the 15th day of the month thereafter for its adequate protection payment. The Debtor does not propose paying SBA any adequate protection payment as there is no collateral that protects the SBA lien. A copy of the Debtor's motion is available at https://urlcurt.com/u?l=PVlsoQ from PacerMonitor.com. About B.I.C. Design Company B.I.C. Design Company sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40229-can11 ) on February 23, 2024. In the petition signed by John Hansen, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Colin Gotham, Esq., at Evans & Mullinix, P.A., represents the Debtor as legal counsel. BETTER DAY: Affiliate Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------------- New Way Day Services, Inc., an affiliate of A Better Day Therapy, Learning Center, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, for authority to use cash collateral and provide adequate protection to secured creditors, Truist Bank, formally known as SunTrust Bank and the United States Small Business Administration. The Debtor seeks to use cash collateral to pay its regular daily expenses, pursuant to the Interim Budget, with a 10% variance. On April 30, 2018, the Debtor and Truist (formally known as SunTrust Bank) entered into a loan transaction wherein Truist provided a $500,000 revolving line of credit to the Debtor as evidenced by that certain revolving commercial note executed by the Debtor in favor of Truist on even date. As security for the Truist Loan, the Debtor granted a blanket lien upon substantially all of the Debtor's assets. A review of the Florida Secured Transaction Registry does not reflect any UCC-1 financing statement filed by either Truist or its predecessor SunTrust Bank. However, the Debtor has identified a UCC-1 financing statement filed on February 27, 2020 by "FFE Services, LLC, as representative". The Debtor is not aware of the exact current balance on the Truist Loan as of the Petition Date but believes it to be approximately $552,855. On May 16, 2020, the Debtor obtained a COVID-19 Economic Injury Disaster Loan from the SBA in the principal amount of $150,000. The terms of the EIDL Loan is 30 years from the date of the promissory note and bears interest at a rate of 3.75% per annum. In connection with the closing of the EIDL Loan, the SBA filed a form UCC-1 Financing Statement with the Florida Secured Transaction Registry under File No. 202001772015, which indicates that the SBA has a perfected interest on all of the Debtor's assets. The Debtor is not aware of the exact current balance on the EIDL Loan as of the Petition Date but believes it to be approximately $483,187. The Debtor believes that the Secured Creditors are adequately protected notwithstanding the Debtor's use of their cash as the Debtor continues to generate revenue. Therefore, the Debtor proposes to provide Secured Creditors a post-petition replacement lien pursuant to 11 U.S.C. section 361(2) on and in all property of the Debtor acquired or generated after the Petition Date, but solely to the same validity, extent and priority, and of the same kind and nature, as the lien(s) Secured Creditors had on the Debtor's assets as of the Petition Date. The Debtor requests that the replacement liens granted to the Secured Creditors pursuant to the terms thereof be at all times subject and junior to: (i) the fees of the Office of the United States Trustee pursuant to 28 U.S.C. section 1930; (ii) any court costs, and (iii) the fees and expenses for Court approved professionals awarded by this Court in the amounts and as set forth in a prospective approved final and that such replacement liens granted to Secured Creditors be valid and perfected without the need for the execution or filing of any further documents or instruments. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=KNaCvb from PacerMonitor.com. The Debtor projects $194,697 in available balance and $151,096 in total expenses for the period through March 2, 2024. About A Better Day Therapy, Learning Center, Inc. A Better Day Therapy, Learning Center, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11691-LMI) on February 22, 2024. In the petition signed by Pedro Curbelo, chief executive officer, the Debtor disclosed up to $50,000 in both assets and liabilities. Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor as legal counsel. BIOLASE INC: Anson Funds Management, 5 Others Report 8.1% Stake --------------------------------------------------------------- Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo and Moez Kassam disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 185,127 shares of Biolase, Inc.'s Common Stock, representing 8.1% of the shares outstanding. a) Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 185,127 shares of Common Stock held by the Fund. b) Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 8.1% of the outstanding shares of Common Stock. This percentage is determined by dividing 185,127 by 2,296,777 shares of Common Stock issued and outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 09, 2023. c) Anson Funds Management LP and Anson Advisors Inc., as the co-investment advisors to the Fund, may direct the vote and disposition of the 185,127 shares of Common Stock held by the Fund. Anson Management GP LLC, as the general partner of Anson Funds Management LP, may direct the vote and disposition of the 185,127 shares of Common Stock held by the Fund. As the principal of Anson Funds Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 185,127 shares of Common Stock held by the Fund. Mr. Nathoo and Mr. Kassam, each as a director of Anson Advisors Inc., may direct the vote and disposition of the 185,127 shares of Common Stock held by the Fund. A full-text copy of the Report is available at http://tinyurl.com/mrxxnwhe About Biolase Biolase, Inc. -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry and medicine. BIOLASE's products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASE's proprietary laser products incorporate approximately 259 actively patented and 24 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $28.63 million in 2022, a net loss of $16.16 million in 2021, a net loss of $16.83 million in 2020, a net loss of $17.85 million in 2019, and a net loss of $21.52 million in 2018. As of Sept. 30, 2023, the Company had $38.74 million in total assets, $32.86 million in total liabilities, $5.55 million in total mezzanine equity, and $332,000 in total stockholders' equity. The Company had cash and cash equivalents of approximately $7.8 million on Sept. 30, 2023. Costa Mesa, California-based BDO USA, LLP, the Company's auditor since 2005, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has suffered recurring losses from operations and has had negative cash flows from operations for each of the three years ended December 31, 2022. These factors, among others, raise substantial doubt about its ability to continue as a going concern. The Company incurred losses from operations and used cash in operating activities for the three and nine months ended September 30, 2023, and for the years ended December 31, 2022, 2021, and 2020. The Company's recurring losses, level of cash used in operations, and potential need for additional capital, along with uncertainties surrounding the Company's ability to raise additional capital, raise substantial doubt about its ability to continue as a going concern, the Company said in its Quarterly Report for the period ended Sept. 30, 2023. CAREISMATIC BRANDS: Seeks to Tap Kobre & Kim as Special Counsel --------------------------------------------------------------- CBI Parent, L.P., an affiliate of Careismatic Brands, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Kobre & Kim LLP as special counsel to render independent legal services on behalf of and at the sole direction of Harvey Tepner, in his capacity as an Independent Director. The firm will be investigating certain pre-petition transfers and transactions that could potentially give rise to claims belonging to CBI Parent or its estate, and analyzing and advising on the viability of any such potential claims. The firm will charge these hourly rates: Steven G. Kobre, Senior Partner $2,500 Daniel J. Saval, Partner $1,675 Michael Fasano, Special Counsel $1,450 Donna Xu, Principal $1,300 Alaina Heine, Associate $1,050 Layan Charara, Associate $1,050 Naomi Yang, Associate $1,050 Sean Song, Associate $1,050 Fernando Zanzarini, Associate $1,050 Ranita Pitamber-Lalloo, Attorney $1,050 Abigail Roman-Ahlgrim, Analyst $585 Domenic Caturello, Analyst $585 Emily Lin, Analyst $585 Dorothy Simon, Litigation Assistant $450 James Boyd, Jr., Litigation Assistant $450 Kobre & Kim will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Kobre & Kim has represented Debtor CBI Parent, acting through Independent Director, pursuant to the Engagement Letter, within the 12-month period preceding the Petition Date. The billing rates and material financial terms have not changed post-petition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Kobre & Kim expects to develop a prospective budget and staffing plan for the projects it anticipates undertaking in the Chapter 11 Cases and plans to share its prospective budget and staffing plan, tailored to those specific projects, as and when its services are needed. Daniel J. Saval, partner of Kobre & Kim LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Kobre & Kim can be reached at: Daniel J. Saval, Esq. KOBRE & KIM LLP 800 Third Avenue New York, NY 10022 Tel: (212) 488-1200 About Careismatic Brands The Santa Monica, Calif.-based Careismatic Brands, LLC is a designer, marketer, and distributor of medical apparel, footwear, and accessories. Founded in 1995 in Chatsworth, Calif., 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. It 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. Careismatic Brands filed Chapter 11 petition (Bankr. D. N.J. Lead Case No. 24-10561) on Jan. 22, 2024, with $1 billion to $10 billion in both assets and liabilities. Kent Percy, chief restructuring officer, signed the petition. Judge Vincent F. Papalia oversees the case. Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP represent 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; and C Street Advisory Group as strategic communications advisor. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP. CAREISMATIC BRANDS: Seeks to Tap McDonald Hopkins as Counsel ------------------------------------------------------------ CBI Intermediate, Inc., an affiliate of Careismatic Brands, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ McDonald Hopkins LLC, as its counsel. The firm will render independent legal services to Intermediate, at the sole direction of Roger Meltzer, the disinterested and independent member of the Board of Directors of Intermediate, with respect to a potential transaction, the investigation, and conflict matters involving the Chapter 11 case. The services relating to the Conflict Matters may include: (a) any matter constitutes a Conflict Matter; (b) any release or settlement or potential claims or causes of action of Intermediate or its subsidiaries, if any, against the Related Parties; (c) any decision regarding all or part of a potential Transaction to the extent it constitutes a Conflicts Matter; and (d) any other transaction implicating the Intermediate or its subsidiaries in which the a Related Party has an interest. The firm will be paid at these rates: Members $395 to $1,035 per hour Of Counsel $395 to $1,065 per hour Associates $290 to $635 per hour Paralegals $225 to $425 per hour Intermediate paid $200,000 to McDonald Hopkins, which constituted an advance prepayment retainer. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did the firm agree to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement? Answer: No. Question: Do any of the firm professionals in this engagement vary their rate based on the geographical location of the Debtors' chapter 11 cases? Answer: No. Question: If the firm has represented the Debtors in the twelve months prepetition, disclose the firm's billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve months prepetition. If the firm's billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: From McDonald Hopkins' engagement by Intermediate, at the sole direction of the Disinterested Director, effective as of Dec. 29, 2023, to the Petition Date, McDonald Hopkins followed its standard hourly billing rates. Question: Have the Debtors approved the firm's budget and staffing plan, and if so, for what budget period? Answer: Yes. McDonald Hopkins, in conjunction with Intermediate, at the sole direction of the Disinterested Director, have developed a budget and staffing plan for these chapter 11 cases for the period from the Petition Date through and including April 30, 2024. David Agay, a member of McDonald Hopkins, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David A. Agay, Esq. MCDONALD HOPKINS, LLC 300 N. LaSalle Street, Suite 1400 Chicago, IL 60654 Telephone: (312) 269-8000 Email: dagay@mcdonaldhopkins.com About Careismatic Brands The Santa Monica, Calif.-based Careismatic Brands, LLC is a designer, marketer, and distributor of medical apparel, footwear, and accessories. Founded in 1995 in Chatsworth, Calif., 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. It 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. Careismatic Brands filed Chapter 11 petition (Bankr. D. N.J. Lead Case No. 24-10561) on Jan. 22, 2024, with $1 billion to $10 billion in both assets and liabilities. Kent Percy, chief restructuring officer, signed the petition. Judge Vincent F. Papalia oversees the case. Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP represent 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; and C Street Advisory Group as strategic communications advisor. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP. CARROLS CORP: Chapter 15 Case Summary ------------------------------------- Chapter 15 Debtor: Carrols Corp 874 Sinclair Road Oakville, On L6J 2Y1 Canada Chapter 15 Petition Date: February 26, 2024 Court: United States Bankruptcy Court District of Alaska Case No.: 24-00030 Judge: Hon. Gary Spraker Foreign Proceeding: Toronto, Ontario, Canada Foreign Representative: Willie Johnson 65 Sidney St. Buffalo, NY 14211 Foreign Representative's Counsel: Willie Johnson Atem Farms 716-445-1734 atemllc2023@gmail.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is now available for download at PacerMonitor.com. CARROLS LLC: Chapter 15 Case Summary ------------------------------------ Chapter 15 Debtor: Carrols LLC 874 Sinclair Road Oakville, On L6J 2Y1 Canada Foreign Proceeding: Toronto, Ontario, Canada Chapter 15 Petition Date: February 23, 2024 Court: United States Bankruptcy Court District of New Hampshire Case No.: 24-10112 Judge: Hon. Bruce A. Harwood Foreign Representative: Willie Johnson 65 Sidney St. Buffalo, NY 14211 Foreign Representative's Counsel: Willie Johnson Atem Farms 716-445-1734 atemllc2023@gmail.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is now available for download at PacerMonitor.com. CELL-NIQUE CORP: U.S. Trustee Appoints Stephen Ferraro as Examiner ------------------------------------------------------------------ William Harrington, the U.S. Trustee for Region 2, appointed Stephen Ferraro as Chapter 11 examiner for Cell-Nique Corporation. The appointment comes upon the order by the U.S. Bankruptcy Court for the Northern District of New York on Feb. 1 to appoint an examiner in Cell-Nique's Chapter 11 case. The U.S. Trustee's counsel has consulted the respective attorneys for the company before appointing Mr. Ferraro. Mr. Ferraro disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. About Cell-Nique Corporation Cell-Nique Corporation is a grocery and related product merchant wholesaler. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 23-10815) on August 10, 2023. In the petition signed by Daniel Ratner, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Robert E. Littlefield Jr. oversees the case. Peter A. Pastore, Esq., at O'Connell and Aronowitz, P.C., represents the Debtor as legal counsel. CHALLENGE MULTIFAMILY: Court OKs Cash Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Challenge Multifamily Construction, Inc. to use cash collateral, on a final basis, in accordance with the budget. The Debtor is permitted to use cash collateral to pay its normal operating expenses including but not limited to, payroll, supplies, payroll taxes, insurance and secured lenders post-petition to meet the expenses set forth on the budget, with a 10% variance. The U.S. Small Business Administration and the Internal Revenue Service hold liens on the Debtor's cash collateral. As adequate protection, the U.S. Small Business Administration and the Internal Revenue Service will have valid, post-petition replacement liens in the Debtor's assets equal in validity and priority to those held pre-petition to the extent that there is any diminution in the value of their respective interests in the Debtor's assets. The prepetition liens and the replacement liens will be subject and subordinate to payment of a carve-out. The term Carve-Out means: (a) statutory fees required to be paid pursuant to 28 U.S.C. Section 1930(a)(6) plus interest at the statutory rate pursuant to 31 U.S.C. Section 3717; and (b) the aggregate monthly amount of any fees and expenses of any estate professionals, but only to the extent such fees and expenses have been approved by the Court. On the date of filing the Debtor held only $474,919 in cash collateral, of which $287,978 was over 90 days old. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=XQruAT from PacerMonitor.com. The Debtor projects $472,000 in gross income and $466,039 in total expenses for one month. About Challenge Multifamily Construction, Inc. The Debtor specializes in senior care and multifamily wood framing construction. Challenge Multifamily Construction, Inc. in Rosenberg TX, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Tex. Case No. 24-30391) on February 1, 2024, listing $2,157,101 in assets and $4,229,865 in liabilities. Javier Garza as president, signed the petition. Judge Eduardo V Rodriguez oversees the case. COOPER & SCULLY, P.C. serve as the Debtor's legal counsel. CHICKEN SOUP: HPS Investment Partners Holds 4.1% Class A Shares --------------------------------------------------------------- HPS Investment Partners, LLC, disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it directly or through its controlled affiliates beneficially owns and holds shared voting power and shared dispositive power over 1,011,530 shares of Class A Common Stock of Chicken Soup for the Soul Entertainment Inc., representing 4.1% of the outstanding Common Stock. The percentage of the shares of Common Stock beneficially owned is based on 24,561,307 shares of Common Stock outstanding as of December 20, 2023, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 22, 2023. A full-text copy of the Report is available at http://tinyurl.com/4hnpyx5s About Chicken Soup Chicken Soup for the Soul Entertainment, Inc. provides premium content to value-conscious consumers. The company is one of the largest advertising-supported video-on-demand (AVOD) companies in the US, with three flagship AVOD streaming services: Redbox, Crackle, and Chicken Soup for the Soul. In addition, the company operates Redbox Free Live TV, a free ad-supported streaming television service (FAST), with over 160 channels as well as a transaction video on demand (TVOD) service, and a network of approximately 32,000 kiosks across the US for DVD rentals. To provide original and exclusive content to its viewers, the company creates, acquires, and distributes films and TV series through its Screen Media and Chicken Soup for the Soul TV Group subsidiaries. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous book series and produces super-premium pet food under the Chicken Soup for the Soul brand name. In its Quarterly Report for the period ended Sept. 30, 2023, the Company said there is substantial doubt about its ability to continue as a going concern and this could materially impact its ability to obtain capital financing and the value of its common and preferred stock. "In order to partially replace the working capital shortfall resulting from the lack of the aforementioned working capital loan, the Company factored its short-dated receivables but was unable to factor its long-term receivables (which we expected to create additional liquidity generally sufficient to cover the shortfall). Also, the Company launched initiatives to improve its efficiency and reduce its cost structure, including, but not limited to, (i) optimizing its kiosk network, (ii) evaluating and implementing workforce reductions across its supply chain and corporate teams and (iii) maximizing cost synergies across the combined businesses. The combination of these factors has resulted in asserted defaults and/or contractual terminations with critical content and service providers, impacting our ability to procure and monetize content efficiently across our distribution platforms. Due to the on-going impact of the above factors on our current and future results of operations, cash flows and financial condition, there is substantial doubt as to the ability of the Company to continue as a going concern," the Company stated in its Quarterly Report for the period ended Nov. 30, 2023. Chicken Soup reported a net loss attributable to the Company of $101.54 million in 2022 and a net loss attributable to the Company of $50.41 million in 2021. As of Sept. 30, 2023, the Company had $481.33 million in total assets, $890.06 million in total liabilities, and a total deficit of $408.72 million. CHICKEN SOUP: Receives New Deficiency Notice From Nasdaq -------------------------------------------------------- Chicken Soup for the Soul Entertainment Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company received written notice from the Nasdaq Stock Market LLC indicating that the Company was not in compliance with the continued listing standards of Nasdaq because the Nasdaq Rule 5450(b)(1)(C) requires listed securities to maintain a minimum market value of publicly held shares ("MVPHS") of $5,000,000 and, based upon Nasdaq's review of the MVPHS of the Company's Class A Common Stock, $0.0001 par value per share, for the 30 consecutive business days, from December 19, 2023 to February 7, 2024, the Company no longer meets this requirement. Under the Rules, the Company now has 180 calendar days from the date of the Letter to regain compliance, which 180-day period ends August 6, 2024. If at anytime during this compliance period the Company's MVPHS closes at $5,000,000 or more for a minimum of 10 consecutive business days, the Company will have regained compliance and this matter will be closed. The Company is considering various strategic options to increase the MVPHS of its common stock to regain compliance with the Rules. As the Company previously reported in its Current Report on Form 8-K filed with the SEC September 28, 2023, the Company received written notice from Nasdaq on September 23, 2023 indicating that the Company was not in compliance with the Rules because for the prior 30 consecutive business days (through September 21, 2023), the closing bid price of the Company's Class A Common Stock, $0.0001 par value per share had been below the minimum of $1 per share required for continued listing on the Nasdaq under Nasdaq Rule 5550(a)(2). The September 23, 2023 Notice stated that the Company would be afforded 180 calendar days (until March 20, 2024) to regain compliance. In order to regain compliance, the closing bid price of the Company's common stock must be at least $1 for a minimum of ten consecutive business days. The September 23, 2023 Notice also stated that, in the event the Company does not regain compliance within the initial 180-day period, the Company may be eligible for an additional 180-day period. If the Company is not eligible for the additional 180-day period, or if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, Nasdaq will provide notice after the end of the initial 180-day period that the Company's securities will be subject to delisting. The Company is considering various strategic options to increase the price of its common stock to regain compliance with the Rules. Accordingly, as reported in the Company's Current Report on Form 8-K filed with the SEC On January 10, 2024, it received written notice from Nasdaq on January 2, 2024 (the "January 2, 2024 Notice" and, collectively with the September 23, 2023 Notice, the "Prior Notices") indicating that the Company was not in compliance with the Rules because the Company has less than $10,000,000 in stockholders' equity. The Notice stated that under the Rules, the Company has 45 calendar days, which 45-day period ended February 20, 2024, to submit a plan to regain compliance to Nasdaq. If Nasdaq accepts the Company's plan, Nasdaq can grant an exception of up to 180 calendar days from the date of the January 2, 2024 Notice, which 180-day period would end on July 3, 2024, to regain compliance. The Letter does not have, and the Prior Notices did not have, any immediate effect on the listing of the Company's securities on Nasdaq, which remain trading. There can be no assurance, however, that the Company will be able to regain compliance with the Rules discussed above. About Chicken Soup Chicken Soup for the Soul Entertainment, Inc. provides premium content to value-conscious consumers. The company is one of the largest advertising-supported video-on-demand (AVOD) companies in the US, with three flagship AVOD streaming services: Redbox, Crackle, and Chicken Soup for the Soul. In addition, the company operates Redbox Free Live TV, a free ad-supported streaming television service (FAST), with over 160 channels as well as a transaction video on demand (TVOD) service, and a network of approximately 32,000 kiosks across the US for DVD rentals. To provide original and exclusive content to its viewers, the company creates, acquires, and distributes films and TV series through its Screen Media and Chicken Soup for the Soul TV Group subsidiaries. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous book series and produces super-premium pet food under the Chicken Soup for the Soul brand name. In its Quarterly Report for the period ended Sept. 30, 2023, the Company said there is substantial doubt about its ability to continue as a going concern and this could materially impact its ability to obtain capital financing and the value of its common and preferred stock. "In order to partially replace the working capital shortfall resulting from the lack of the aforementioned working capital loan, the Company factored its short-dated receivables but was unable to factor its long-term receivables (which we expected to create additional liquidity generally sufficient to cover the shortfall). Also, the Company launched initiatives to improve its efficiency and reduce its cost structure, including, but not limited to, (i) optimizing its kiosk network, (ii) evaluating and implementing workforce reductions across its supply chain and corporate teams and (iii) maximizing cost synergies across the combined businesses. The combination of these factors has resulted in asserted defaults and/or contractual terminations with critical content and service providers, impacting our ability to procure and monetize content efficiently across our distribution platforms. Due to the on-going impact of the above factors on our current and future results of operations, cash flows and financial condition, there is substantial doubt as to the ability of the Company to continue as a going concern," the Company stated in its Quarterly Report for the period ended Nov. 30, 2023. Chicken Soup reported a net loss attributable to the Company of $101.54 million in 2022 and a net loss attributable to the Company of $50.41 million in 2021. As of Sept. 30, 2023, the Company had $481.33 million in total assets, $890.06 million in total liabilities, and a total deficit of $408.72 million. CLEARWATER PAPER: S&P Affirms 'BB-' ICR, Alters Outlook to Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on Clearwater Paper Corp. because S&P believe it will maintain leverage of 3x-4x, notwithstanding a material increase in funded debt. This is a deviation from S&P's earlier forecast of debt leverage materially below 3x across the next 12-24 months, so it revised the outlook to stable from positive. S&P said, "At the same time, we lowered our issue-level rating on the company's senior unsecured notes to 'B' from 'BB-' and revised our recovery rating on the notes to '6' from '3'. The '6' recovery rating reflects our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a conventional payment default. "The stable outlook reflects our view that the company will maintain leverage of 3x-4x over the next few years following its acquisition of Augusta. "The $700 million new funded debt to finance the announced acquisition will pressure Clearwater's debt leverage metrics and thin the cushion under the current 'BB-' rating. Our base-case forecast assumes Clearwater's S&P Global Ratings-adjusted debt to EBITDA is about 4x at the end of fiscal 2024, but we expect this to improve to the mid-3x area in 2025--more in line with the current 'BB-' issuer credit rating--and further improve as market demand for the company's paperboard products recovers and acquisition contributions improve. This is a material deviation from our previous expectation of debt leverage sustained materially below 3x on a standalone basis through 2025. Nonetheless, we believe this spike in debt leverage following the transaction will be temporary. "We note that the company's management has publicly stated its intention to deleveraging to a 2.5x net leverage target within two years following the close of the Augusta transaction (which we expect will occur in the second quarter of 2024). "End-market demand for Clearwater's paperboard products remains soft, but overall we expect a meaningful rebound in 2025. Driven by favorable and improving industry fundamentals, we expect operating rates in the industry will rebound close to historical levels in fiscal 2025. We believe that industry operating rates for 2023 were 80%-85%, down from 90%-95% a year earlier. This follows a more-than-12-month run of inventory destocking, and we believe modest incremental moves toward the higher historical trendlines will improve the company's earnings and support its deleveraging prospects." Clearwater's successful integration of Augusta will improve its scale, adding two paper machines and almost $1 billion in top-line revenue absent material operational disruptions. S&P said, "We view the acquisition as credit positive because we expect it will strengthen the company's business, improving scale while reducing the operational risks associated with a two-machine operation. We understand the acquired assets will operate lower along the industry cost curve than legacy Clearwater paper machines, so we expect the company's S&P Global Ratings-adjusted EBITDA margin to improve modestly following a successful integration. Despite this, we still view the company's competitive position as somewhat weaker relative to other rated industry peers such as Domtar Corp. (B+/Negative/--) and Cascade (BB-/Stable/--). "The stable outlook reflects our view that Clearwater will maintain debt leverage of 3x-4x over the next few years following its acquisition of Augusta." S&P could lower the rating in the next 12 months if it expects Clearwater's S&P Global Ratings-adjusted debt to EBITDA to increase above 4x. This could occur because of: -- Weaker than expected demand for the company's paperboard products, most likely related to continued destocking and deteriorating macroeconomic conditions that lead to sustained pressures on earnings; or -- Operational missteps that delay the successful integration of Augusta. While unlikely over the next 12 months, S&P could raise the ratings on Clearwater if: -- S&P expects the company will sustain S&P Global Ratings-adjusted debt to EBITDA of less than 3x, with free operating cash flow to debt above 15% through the cycle; and -- The company reduces funded debt over the next few years. S&P said, "We believe this will require the company to generate higher earnings led by sustained higher product prices without an offsetting increase in input costs. In this scenario, we believe the stronger earnings from Clearwater will mitigate the risk of future higher capital expenditure. "Environmental factors are a moderately negative consideration in our credit analysis of Clearwater. This is due to its products--tissue products, bleached paperboard, and pulp--being chemical-intensive to produce. While its consumer products division products--bath and facial tissue products--are purely single-use, its paperboard products division products--folding carton, liquid packaging, cup and plate products, and blister and carded packaging, in addition to pulp--have relatively fewer end-of life and waste implications, although difficulty in recycling certain plastic-lined products can be an issue." CNX RESOURCES: Fitch Gives BB+ Rating on New 8-Yr. Unsecured Notes ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB+'/'RR4' rating to CNX Resources Corporation's proposed eight-year senior unsecured notes. Proceeds will be used to pay for the tender and redemption of all of the outstanding 7.25% senior unsecured notes due 2027 as well as a portion of revolver borrowing. The Long-Term Issuer Default Rating is 'BB+' and the Rating Outlook is Stable. CNX Resources Corporation's rating reflects its material generation of FCF and the expectation that this trend will continue over the forecast horizon along with debt reduction efforts, a robust hedging program, lack of near-term maturities and material liquidity. KEY RATING DRIVERS Material FCF Generation: CNX's ability to consistently generate positive FCF is supportive of its credit quality. FCF is driven by the company's low operating cost structure, reduced finding and development costs, strong hedging program that locks in future revenues and modest production growth. CNX's strong hedging program increases certainty in projected cash flow despite the volatility of natural gas prices. Fitch anticipates continued positive FCF, which will be applied primarily to stock buybacks over the forecast horizon. Low-Cost Operator: A low-cost position allows for profitability even in low price environments. CNX is one of the lowest-cost operators in the Appalachian Basin, driven by relatively lower firm transportation charges, midstream ownership and investment in water infrastructure. Transportation, gathering and compression costs are well-below most competitors, as CNX owns it own midstream company and has kept production growth goals modest, which allowed the company not to compete for high-cost, long-term capacity. Cost position is benefited by a strategy of using significant basis hedging as opposed to locking up significant transportation to move gas out of the basin. The company generated Fitch-calculated fully burdened cash costs, such as operating; selling, general and administrative (SG&A); and interest of $1.27/mcfe in 3Q23. Robust Hedging Program: Fitch views CNX's hedging strategy as a credit positive. The company has one of the strongest hedging positions in the industry, with approximately 80% of expected 2024 gas production hedged at an average of $2.52/mcf with nearly 100% of this amount also basis hedged. CNX attempts to match NYMEX and basis hedges for the next 12 months of production. The company maintains a material portion of hedges through 2027. Fitch believes CNX has a thoughtful hedging program that locks in expected returns and reduces volatility in cash flows, while extensive basis hedging protects from potential disruptions in the Appalachian Basin. CNX's hedge program, combined with a low-cost structure, allows for capital allocation flexibility for its future development program. Production Scale and Inventory: Fitch believes scale is important as it can reduce operating and capital costs per unit and provides ability to enhance liquidity. CNX is significantly smaller in terms of production than other 'BB' rated issuers, such as Southwestern Energy Corporation (BB+/Positive) and Chesapeake Energy Corp. (BB+/Positive). CNX's low-cost position and focus on in-basin sales of gas are offset by a robust basis hedging strategy; however, this position allows the company to avoid costly long-term transportation and gathering costs. Fitch estimates reserve to production at 20 years. There are questions as to the remaining amount of high-quality inventory, which could provide for some uncertainty in future cash flows. Fitch believes the company's strong credit metrics provide for opportunities to address these uncertainties over time. Single Basin Risk: CNX's operations are primarily in Appalachia, which exposes the company to significant basis risk due to takeaway constraints, although differentials improved as new pipeline capacity was installed. CNX resisted signing long-term, takeaway contracts to avoid entering into firm transportation commitments that could have resulted in expensive long-term obligations. Instead, the company used hedges to mitigate pricing risk. CNX was able to move production without entering into contracts that would make it inflexible to adjust production during periods of low natural gas prices as it had to meet takeaway commitments. This strategy could be risky if Appalachian takeaway becomes constrained, but thus far the avoidance of long-term transportation obligations has benefited the company. DERIVATION SUMMARY CNX's production profile of 1.6 billion cubic feet equivalent per day (bcfed) in 2022 is below Appalachian peers, such as Antero Resources Corporation (BBB-/Stable) at 3.2bcfed, Ascent Resources Utica Holdings, LLC (B/Stable) at 2.1 bcfed, Chesapeake Energy Corp. (BB+/Positive) at 4.0bcfed, EQT Corporation (BBB-/Stable) at 5.3bcfed and Southwestern Energy Company (BB+/Positive) at 4.7bcfed. Consolidated leverage of 1.7x is slightly worse than 'BB' category-rated peers, such as Chesapeake at 0.7x and Southwestern at 1.3x. Fitch-calculated unhedged cash netback margin, as of YE 2022, of 80% was the highest of peers, including Chesapeake at 79%, EQT at 78% and Southwestern at 78%, due to the company's material lower gathering and transportation costs. CNX hedges approximately 80% of expected 2024 production compared with Southwestern at roughly 84% and EQT at 65%. CNX attempts to match its NYMEX hedge with basis hedges, which provides significantly more price protection than peers. Fitch believes a strong hedge program is important given the volatility of natural gas prices. KEY ASSUMPTIONS - Floating rate debt using the three-month SOFR forward curve; - Henry Hub natural gas prices of $3.25/mcf in 2024, $3.00/mcf in 2025 and $2.75/mcf in 2026; - West Texas Intermediate oil prices of $75/bbl in 2024, $65/bbl in 2025 and $60/bbl in 2026; - Flat to low-single digit production growth throughout the forecast; - Capex between $500 million and $600 million throughout the forecast period; - FCF used for debt repayment and share repurchases. RATING SENSITIVITIES Factor that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Production scale approaching 2.5bcfed or proved reserves approaching 20 trillion cubic feet (tcfe); - An increase in diversification of upstream operations; - Mid-cycle EBITDA leverage approaching 1.5x. Factor that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Inability to replace reserves or a material reduction in net production; - Mid-cycle EBITDA leverage above 2.5x; - Material reduction in FCF or reduced credit metrics from allocation of FCF to shareholder-friendly actions; - Deviation from stated financial policy, including material reduction in hedging; - Weakening of unit cost profile or capital returns. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity Position: CNX has $8.7 million of consolidated cash on hand and $1.23 billion of borrowing capacity on its revolver as of Sept. 30, 2023, after consideration for LOC. Borrowing base and revolver commitments were $2.25 billion and $1.3 billion, respectively, as of YE 2022, and maturity is in October 2026. The revolving credit facility (RCF) includes a springing maturity at any point after Jan. 30, 2026, if availability under the RCF, minus the aggregate principal amount of any and all such outstanding convertible notes is less than 20% of the aggregate commitments under the RCF. There is also a maximum net leverage ratio of no greater than 3.5/1.0, which is based on net debt. CNX must also maintain a minimum current ratio of no less than 1.0/1.0. CNX Midstream Partners LP has its own RCF not guaranteed by CNX. The facility has $600 million in commitments and had $88 million of borrowings outstanding, leaving availability at $512 million after consideration for LOC, as of Sept. 30, 2023. Fitch considers CNX's maturity schedule manageable with the next major maturity being the senior unsecured convertible notes in 2026. Fitch believes there is a good chance these notes could be converted to equity before the maturity. Excluding the revolver, the next note maturity is not until 2027. Fitch believes near-term liquidity should be sufficient, given the ability to generate material FCF, which benefits from a high degree of certainty through the hedge program and low-cost structure. ISSUER PROFILE CNX Resources Corporation (NYSE: CNX) is an independent oil and gas company focused on the exploration, development, production, gathering, processing and acquisition of natural gas properties primarily in the Appalachian Basin. The company focuses on unconventional shale formations, primarily in the Marcellus and Utica shales. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- CNX Resources Corporation senior unsecured LT BB+ New Rating RR4 COMMUNITY HEALTH: Eversept Entities Disclose Equity Stakes ---------------------------------------------------------- The following entities disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned shares of Community Health Systems, Inc.'s common stock. Shares Percent Beneficially of Reporting Person Owned Class Eversept Partners, LP 7,231,126 5.3% Eversept GP, LLC 5,267,529 3.9% Eversept Global Healthcare 5,267,529 3.9% Fund, LP Eversept 1 LLC 7,231,126 5.3% Kamran Moghtaderi 7,231,126 5.3% As of the close of business on December 31, 2023, Eversept and its controlling persons beneficially owned 7,231,126 Shares, including 249,331 Shares held in Eversept's Managed Accounts. As of December 31, 2023, Eversept and its controlling persons were the beneficial owners of approximately 5.3% of the outstanding Shares, based on 136,800,913 shares of Common Stock of the Issuer outstanding as of October 20, 2023, as reported in the Issuer's Form 10-Q filed on October 26, 2023, including 0.2% of the outstanding Shares held in Eversept's Managed Accounts. A full-text copy of the Report is available at http://tinyurl.com/2z89svsc About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. As of Oct. 25, 2023, the Company's subsidiaries own or lease 76 affiliated hospitals with over 12,000 beds and operate more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. As of Sept. 30, 2023, the Company had $14.67 billion in total assets, $15.56 billion in total liabilities, $329 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.22 billion. * * * As reported by the TCR on Dec. 15, 2023, Moody's Investors Service downgraded CHS/Community Health Systems, Inc.'s Corporate Family Rating to Caa2 from Caa1. Moody's said the downgrade of Community Health's ratings reflects the company's very high level of the financial leverage and the company's inability to generate positive free cash flow despite some industrywide easing of labor pressure in recent quarters. As reported by the TCR on Dec. 20, 2023, S&P Global Ratings raised its rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). S&P said, "We believe Community Health's capital structure is currently unsustainable. The company remains highly leveraged with S&P Global Ratings-adjusted debt to EBITDA of 8.4x. In addition, the company has not established a track record of sustained positive free cash flow generation. While we expect improved EBITDA margins and positive cash flow in 2024, leverage will remain high while the company has a significant interest burden and maturities starting in 2026." CROSSED INDUSTRIES: Unsecureds to Split $24K in Consensual Plan --------------------------------------------------------------- Crossed Industries, LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated February 20, 2024. The Debtor is a full-service boat dealer providing new and used sales of watercraft along with maintenance and repair of a variety of watercraft. The Debtor's principal place of business is located at 31499 US Highway 27, Haines City, Florida 33844, which is a commercial space leased from Ingram Family Limited Partnership ("Landlord"). Class 4 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $24,000.00. The Reorganized Debtor shall pay said amount in equal quarterly payments of $2,000.00 and shall be disbursed pro rata to the holders of Allowed General Unsecured Claims. Payments shall commence on the fifteenth day of the month, on the first month that begins more than fourteen days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of Class 4 General Unsecured Claims shall be paid directly by the Debtor. * Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, Debtor proposes to pay unsecured creditors a pro rata portion of its projected Disposable Income, $23,887.00. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on December 31, 2024, and shall continue yearly for two additional years. The initial projected annual payment is $7,371.00. Holders of class 4 claims shall be paid directly by the Debtor. Class 5 consists of any and all equity interests and warrants currently issued or authorized in the Debtor. This Class is Unimpaired. Holders of a Class 5 interests shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Plan of Reorganization dated February 20, 2024 is available at https://urlcurt.com/u?l=gN8Fld from PacerMonitor.com at no charge. Counsel to the Debtor: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. BransonLaw, PLLC 1501 East Concord Street Orlando, Florida 32803 Telephone: (407) 894-6834 Facsimile: (407) 894-8559 E-mail: jeff@bransonlaw.com E-mail: jacob@bransonlaw.com About Crossed Industries Crossed Industries, LLC, a company in Haines City, Fla., offers accessories for fishing, boating, hunting, and outdoor industries. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05249) on Nov. 20, 2023, with $338,530 in assets and $1,436,832 in liabilities. Charles B. Hickcox III, managing member, signed the petition. Judge Roberta A. Colton oversees the case. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC represents the Debtor as legal counsel. CUMULUS MEDIA: S&P Downgrades ICR to 'CC', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Cumulus Media Inc. to 'CC' from 'B-' and its issue-level rating on its senior secured notes and senior secured term loan B to 'CC' from 'B'. The negative outlook reflects that, upon the completion of the transaction, S&P expects to lower its issuer credit rating on the company to 'SD' (selective default) and its issue-level ratings on its senior secured notes and senior secured term loan B to 'D'. Cumulus Media has announced a restructuring transaction, under which it will offer its existing debtholders $800 in principal amount of new notes and term loan B due 2029 per $1,000 of par value of its $346 million outstanding senior secured notes due 2026 and $330 million outstanding senior secured term loan B due 2026. S&P views the proposed restructuring as distressed and tantamount to a default. In its view, the proposed debt exchanges are distressed because Cumulus' lenders will receive less than they were originally promised. In addition, the company's leverage is currently elevated at more than 10x and S&P has little visibility into its ability to materially improve its leverage ahead of its 2026 debt maturities, given the secular and cyclical challenges facing the broadcast radio industry. Cumulus also has a significant exposure to national advertising (which has underperformed local advertising over the last 18 months) that has further pressured its operating and financial performance. Under the proposed debt restructuring, the company will exchange new senior secured notes and a new senior secured term loan maturing in 2029 for its existing $346 million senior secured notes due July 2026 and $330 million senior secured term loan B due March 2026. Cumulus plans to realize an original principal discount of over $130 million through the proposed transaction (assuming full participation). S&P said, "We do not believe the higher interest rates on the new debt will provide the company's lenders with adequate compensation. In addition, both of Cumulus' proposed debt issuances provide it with the ability to elect payment-in-kind (PIK) interest for up to two semi-annual interest payments over the life of the debt. We also view the potential slowing of the company's payments to its lenders as providing inadequate compensation." The participating lenders will benefit from a guarantee from, and security interest in, the assets held by an unrestricted subsidiary that generated nearly 50% of Cumulus' EBITDA in 2023, while the lenders that do not participate will become subordinated debtholders. S&P said, "If the company completes the transaction as described, we would treat it as a selective default and lower our issuer credit rating on Cumulus to 'SD' and our issue-level ratings on both debt tranches to 'D'. Following the completion of the transaction, we would review Cumulus' new capital structure, cash flow, liquidity position, and business risk and reassess our ratings on the company and its new senior secured notes and term loan B. "The negative outlook reflects our expectation that, upon the completion of the transaction, we will lower our issuer credit rating on Cumulus to 'SD' and our issue-level ratings on its senior secured notes and senior secured term loan B to 'D'. "We will lower our issuer credit rating on Cumulus to 'SD' and our issue-level rating on the affected debt to 'D' if it completes the transaction as proposed. "We could raise our rating on Cumulus if it does not consummate the transaction, likely to the CCC category. Under this scenario, our rating would reflect the potential for other restructuring initiatives and its ability to refinance its upcoming debt maturities while maintaining healthy free operating cash flow." CUPCAKE QUILTS: Court OKS Cash Collateral Access Thru May 21 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, authorized Cupcake Quilts, LLC to use cash collateral, on a final basis, in accordance with the budget, with a 15% variance, through May 21, 2024. The creditors that assert an interest in the Debtor's cash collateral are Small Business Administration, Alternative Funding, M2 Leasing, Fundbox, New Lane, and QFS. In total, there are over $743,524 worth of claims which the Debtor believes will be asserted as secured claims against cash collateral in the case. As adequate protection, the Secured Lenders are granted valid and perfected additional and replacement security interests in, and liens upon, all of the relevant the Debtor's right, title and interest in, to, and under all of the Debtor's now owned and after-acquired cash, and cash collateral of the Debtor. The priority of any postpetition replacement liens granted to the Secured Lenders will be the same as existed of the Petition Date. The Adequate Protection Liens will be valid only to the extent the Secured Lenders' prepetition claims and liens exist, are valid, prior to all others, and not subject to defense, offset, avoidance or subordination. The Adequate Protection Liens are subject and subordinate to a carve-out of funds for all fees required to be paid to: (i) the Clerk of the Bankruptcy Court, (ii) the Office of the United States Trustee pursuant to Section 1930(a) of Title 28, United States Code, if any, (iii) all reasonable fees and expenses incurred by a trustee, if any, under section 726(b) of the Bankruptcy Code in an amount not exceeding $15,000, and (iv) all fees and expenses of the Subchapter V Trustee approved by the Court, to the extent such fees and expenses are provided for in the Budget or any subsequent budgets and allowed by Order of the Bankruptcy Court. A copy of the motion is available at https://urlcurt.com/u?l=XAfN4F from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=THiwvm from PacerMonitor.com. About Cupcake Quilts, LLC AMK Investment Properties, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-00099) on Jan. 9, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Eric C. Welch, Esq. at Welch, Gregg & Company, LLC represents the Debtor as counsel. D AND J'S: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- D and J's Hash House, Inc. d/b/a D&J's Hash House asks the U.S. Bankruptcy Court for the District of Massachusetts, Western Division, for authority to use cash collateral and provide adequate protection. The Debtor needs to use its cash collateral assets generated by the restaurant to operate the day-to-day functions of a busy restaurant, including but not limited to payment of utilities, employee wages, and food inventory that are all crucial to the restaurant business. The Debtor disputes the validity and extent of the secured claims against it. The Debtor's purported secured creditors with unexpired UCC-1 financing statements are Celtic Bank/OnDeck, Funding Futures, LLC, and United First, LLC. The Debtor estimates there is approximately $262,424 in other unsecured debt outstanding as of the date of filing. The Debtor estimates that, as of the Petition Date, the total value of its primary assets (excluding goodwill or value as a going concern), is approximately $11,121 , which includes: (i) equipment and food inventory; (ii) cash on hand; (iii) accounts receivable. The Debtor filed to invoke an automatic stay and reorganize its debt due to a recent tax audit, resulting in a substantial Massachusetts Meals Tax liability, and unfair practices by its lenders and creditors, particularly Merchant Cash Advance creditors. The Massachusetts Department of Revenue audited the Debtor's books and records, revealing significant liabilities dating back to 2018. Despite significant payments, the Debtor still owes $78,264 to the Department of Revenue. The Debtor sought working capital assistance to cover increased expenses, entering into several Merchant Cash Advance agreements. These agreements required daily or weekly ACH payments from the bank accounts, which became unsustainable. The debtor's financial situation was further complicated by false promises from one MCA creditor, United First, LLC. The Debtor entered into two separate MCA agreements, one providing $15,000 in upfront working capital in exchange for the sale of future accounts receivables, and another providing $100,000 in upfront working capital in exchange for $139,900 in future accounts receivables. The Debtor seeks to provide adequate assurance to its secured creditors to the extent the Lienholders (in this case, the MCA creditors) held validly perfected liens prior to the filing of the case. As adequate protection, the Debtor proposes that the most Senior secured creditor, believed to be Forward Financing, receive a continuing lien on all the Debtor's assets, including cash collateral and post-petition accounts receivables, but only recognized to the same extent and amount, and in the same priority, that they were perfected and valid prepetition pursuant to 11 U.S.C. 361(2). Said replacement liens will also be recognized only to the extent of diminution in the value of the Lienholders' prepetition collateral constituting cash collateral resulting from the Debtor's use thereof. A copy of the motion is available at https://urlcurt.com/u?l=Z3rvEE from PacerMonitor.com. About D and J's Hash House, Inc. D and J's Hash House, Inc. operates D&J's Hash House restaurant in Southwick, MA, which is open for breakfast and lunch. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-30072) on February 23, 2024. In the petition signed by Susan Duffy, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Robert E. Girvan III, Esq., at Weiner Law Firm, P.C., represents the Debtor as legal counsel. DELCATH SYSTEMS: Biotechnology Value Fund, 9 Others Report Stakes ----------------------------------------------------------------- Biotechnology Value Fund, LP and affiliates disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they collectively own shares of Delcath Systems, Inc.'s Common Stock. Reporting Person Shares Beneficially Owned Percent of Class Biotechnology Value Fund, LP 1,433,024 6.2% BVF I GP LLC 1,433,024 6.2% Biotechnology Value Fund II, LP 790,282 3.5% BVF II GP LLC 790,282 3.5% Biotechnology Value Trading Fund OS LP 90,229 Less than 1% BVF Partners OS Ltd. 90,229 Less than 1 BVF GP Holdings LLC 2,223,306 9.5% BVF Partners LP 2,338,426 9.99% BVF Inc. 2,338,426 9.99% Mark N. Lampert 2,338,426 9.99% (a) Amount beneficially owned: As of the close of business on December 31, 2023, the Reporting Persons and a certain Partners managed account (the "Partners Managed Account") held an aggregate of 4,358 shares of Series F-3 Convertible Preferred Stock (the "Series F-3 Preferred Stock"), convertible into an aggregate of 968,444 Shares at a conversion price of $4.50 per Share. A holder of the Series F-3 Preferred Stock shall not have the right to convert any portion of the Series F-3 Preferred Stock and such Series F-3 Preferred Stock shall not be automatically converted, to the extent that after giving effect to such conversion, such holder thereof, together with its affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Shares would be aggregated with such holder and the other attribution parties for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") would beneficially own in excess of 9.99% of the Shares outstanding immediately after giving effect to such conversion, excluding for purposes of such determination Shares which would be issuable upon conversion of the remaining, unconverted portion of all series of Series F Convertible Preferred Stock of the Issuer beneficially owned (the "Beneficial Ownership Limitation"). As of the close of business on December 31, 2023, the Beneficial Ownership Limitation does not limit the conversion of any of the Series F-3 Preferred Stock held by the Reporting Persons and the Partners Managed Account. As of the close of business on December 31, 2023, the Reporting Persons held preferred stock tranche B warrants (the "Tranche B Warrants"), exercisable into an aggregate of 6,250 shares of Series F-4 Convertible Preferred Stock (the "Series F-4 Preferred Stock"), which in turn are convertible into an aggregate of 1,041,667 Shares at a conversion price of $6.00 per Share. The Tranche B Warrants are exercisable at any time, have an exercise price of $1,000 per share of Series F-4 Preferred Stock, and expire on the earlier of (i) twenty-one (21) days following the date of the Issuer's public announcement of recording at least $10,000,000 in quarterly U.S. revenue from the commercialization of HEPZATO and (ii) March 31, 2026. The conversion of the shares of Series F-4 Preferred Stock underlying the Tranche B Warrants are subject to the Beneficial Ownership Limitation. As of the close of business on December 31, 2023, assuming all the Tranche B Warrants held in the aggregate by the Reporting Persons and the Partners Managed Account were exercised for Series F-4 Preferred Stock, the Beneficial Ownership Limitation limits the conversion of the Series F-4 Preferred Stock held by the Reporting Persons and the Partners Managed Account to 393,833 out of the 1,041,667 Shares underlying the Series F-4 Preferred Stock held by them. As of the close of business on December 31, 2023, (i) BVF beneficially owned 1,433,024 Shares, including (a) 519,111 Shares underlying the Series F-3 Preferred Stock, and (b) 393,833 Shares underlying certain Series F-4 Preferred Stock, which in turn are underlying certain Tranche B Warrants held by it, and excluding 167,333 Shares underlying certain Series F-4 Preferred Stock, which in turn are underlying certain Tranche B Warrants held by it, (ii) BVF2 beneficially owned 790,282 Shares, including 394,222 Shares underlying the Series F-3 Preferred Stock held by it, and excluding 127,667 Shares underlying the Series F-4 Preferred Stock, which in turn are underlying the Tranche B Warrants held by it, and (iii) Trading Fund OS beneficially owned 90,229 Shares, including 44,222 Shares underlying the Series F-3 Preferred Stock held by it, and excluding 15,167 Shares underlying the Series F-4 Preferred Stock, which in turn are underlying the Tranche B Warrants held by it. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,433,024 Shares beneficially owned by BVF. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 790,282 Shares beneficially owned by BVF2. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 90,229 Shares beneficially owned by Trading Fund OS. BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 2,223,306 Shares beneficially owned in the aggregate by BVF and BVF2. Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 2,338,426 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 24,891 Shares held in the Partners Managed Account, including 10,889 Shares underlying the Series F-3 Preferred Stock held in the Partners Managed Account, and excluding 5,167 Shares underlying the Series F-4 Preferred Stock, which in turn are underlying the Tranche B Warrants held in the Partners Managed Account. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 2,338,426 Shares beneficially owned by Partners. Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 2,338,426 Shares beneficially owned by BVF Inc. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. (b) Percent of class: The following percentages are based upon a denominator that is the sum of (i) 22,046,101 Shares outstanding as of November 8, 2023, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023, (ii) certain or all of the 968,444 Shares issuable upon the conversion of the Series F-3 Preferred Stock, as applicable, and (iii) 393,833 Shares issuable upon the conversion of certain Series F-4 Preferred Stock, as applicable. As of the close of business on December 31, 2023, (i) BVF beneficially owned approximately 6.2% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.5% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 6.2% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.5% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.5% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are represented by Shares held in the Partners Managed Account). A full-text copy of the Report is available at http://tinyurl.com/mry7rjc8 About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, the HEPZATO KIT (melphalan hydrochloride for injection/hepatic delivery system), is a drug/device combination product. HEPZATO is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. Delcath reported a net loss of $36.51 million for the year ended Dec. 31, 2022, compared to a net loss of $25.65 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $30.60 million in total assets, $25.31 million in total liabilities, $18.37 million in mezzanine equity, and a total stockholders' deficit of $13.07 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company believes that current cash and cash equivalents will enable the Company to have sufficient cash through the launch of HEPZATO. If there is a substantial delay in the launch of HEPZATO, the Company expects to need to raise additional capital under structures available to the Company, including debt or equity offerings, which may not be on favorable terms. If commercialization were significantly delayed, the Company would not have sufficient funds to meet its obligations within 12 months from the issuance date of these condensed consolidated financial statements. As such, there is uncertainty regarding the Company's ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about its ability to continue as a going concern, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. DELCATH SYSTEMS: COO, Director to Retire ---------------------------------------- Delcath Systems, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that John Purpura notified the Company of his intent to retire as the Company's Chief Operating Officer. The Company is engaged in active discussions to appoint a new Chief Operating Officer with a preferred candidate identified. Purpura will remain with the Company until such time as his successor is named and has agreed to consult with the Company after he leaves. Additionally, on February 9, 2024, Roger Stoll notified the Company of his intent to retire from the board of directors of the Company and not stand for re-election at the Company's 2024 Annual Meeting of Stockholders. Mr. Stoll has served the Board for over 14 years and, after the recent FDA approval and commercial launch of Delcath's first product, Mr. Stoll decided that this was an appropriate time to retire from the Board. Mr. Stoll's retirement will become effective at the conclusion of the 2024 Annual Meeting. Mr. Stoll's decision to retire and not stand for re-election was not the result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices. About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, the HEPZATO KIT (melphalan hydrochloride for injection/hepatic delivery system), is a drug/device combination product. HEPZATO is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. Delcath reported a net loss of $36.51 million for the year ended Dec. 31, 2022, compared to a net loss of $25.65 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $30.60 million in total assets, $25.31 million in total liabilities, $18.37 million in mezzanine equity, and a total stockholders' deficit of $13.07 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company believes that current cash and cash equivalents will enable the Company to have sufficient cash through the launch of HEPZATO. If there is a substantial delay in the launch of HEPZATO, the Company expects to need to raise additional capital under structures available to the Company, including debt or equity offerings, which may not be on favorable terms. If commercialization were significantly delayed, the Company would not have sufficient funds to meet its obligations within 12 months from the issuance date of these condensed consolidated financial statements. As such, there is uncertainty regarding the Company's ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about its ability to continue as a going concern, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. DISKIN SYSTEMS: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- Diskin Systems, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay the Debtor's regular operating expenses in the regular course of business, as well as the administrative expenses in these Chapter 11 proceedings as they become due. There are two unknown creditors who may have a lien on the cash collateral of Debtor by virtue of a UCC-1 filed by Corporation Service Company, As Representative, on August 2, 2023, and March 11, 2023. Each of these UCC-1 Financing Statements were filed in the Office of the Illinois Secretary of State. There is one unknown creditor who may have a lien on the cash collateral of Debtor by virtue of a UCC-1 filed by CT Corporation, As Representative, on March 14, 2023. The UCC-1 Financing Statement was filed in the Office of the Illinois Secretary of State. The U.S. Small Business Administration may have a lien on the cash collateral of the Debtor by virtue of a UCC-1 filed on June 27, 2020 in the Office of the Illinois Secretary of State. Huntington National Bank may have a lien on the cash collateral of the Debtor by virtue of a UCC-1 Financing Statement filed on June 9, 2020 in the Office of the Illinois Secretary of State. Kapitus, LLC may have a lien on the cash collateral of the Debtor by virtue of a Loan Agreement and Security Agreement executed on March 9, 2023. Mulligan Funding/FinWise Bank may have a lien on the cash collateral of the Debtor by virtue of a Business Loan and Security Agreement executed on March 10, 2023. ODK Capital, LLC may have a lien on the cash collateral of the Debtor by virtue of a Business Loan and Security Agreement. The Debtor will grant a replacement lien to the Unknown CT Creditors, Unknown CSC Creditors, SBA, Huntington, Kapitus, Mulligan, and OnDeck to the same extent as any prepetition lien, pursuant to 11 U.S.C. section 361(2) on and in all property set forth in the respective security agreements and related lien documents. A copy of the motion is available at https://urlcurt.com/u?l=1OvaBz from PacerMonitor.com. About Diskin Systems Inc Diskin Systems Inc filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00669) on Feb. 9, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Roberta A Colton presides over the case. Craig I Kelley, Esq. at Kelley Kaplan & Eller, PLLC represents the Debtor as counsel. DIVERSIFIED HEALTHCARE: The Vanguard Group Holds 8.35% Stake ------------------------------------------------------------ The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 20,078,770 shares of Diversified Healthcare Trust's Common Stock, representing 8.35% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/52xse88x About Diversified Healthcare Trust Diversified Healthcare Trust (Nasdaq: DHC) -- www.dhcreit.com -- is a real estate investment trust, which owns senior living communities, medical office and life science buildings and wellness centers throughout the United States. As of Sept. 30, 2023, DHC's approximately $7.2 billion portfolio included 376 properties in 36 states and Washington, D.C., occupied by approximately 500 tenants, and totaling approximately 9 million square feet of life science and medical office properties and more than 27,000 senior living units. DHC is managed by The RMR Group (Nasdaq: RMR), an alternative asset management company with approximately $36 billion in assets under management as of Sept. 30, 2023 and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. The Company stated in its Quarterly Report for the period ended Sept. 30, 2023, that there is substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of the financial statements. The Company's continuation as a going concern is dependent upon many factors, including its ability to meet its debt covenants and repay its debts and other obligations when due. While it believes raising permissible new capital, including proceeds from its planned asset sales, and the possible extension of its credit facility, will alleviate the substantial doubt about its ability to continue as a going concern, the Company cannot provide assurance that any new capital raised, including proceeds from its planned asset sales, will be available to the Company or sufficient to repay its upcoming maturing debt, or that its lenders will agree to an extension of the maturity date of its credit facility. The Company cannot be sure that it will be able to obtain any future debt financing, and any such debt financing it may obtain may not be sufficient to repay its upcoming maturing debt. If it is unable to obtain sufficient funds, the Company may be unable to continue as a going concern. * * * As reported by the TCR on Jan. 5, 2024, S&P Global Ratings raised its issuer credit rating on Diversified Healthcare Trust (DHC) to 'CCC+' from 'CCC-', its issue-level rating on its non-guaranteed senior unsecured notes to 'CCC+' from 'CCC-', and its issue-level rating on its guaranteed senior unsecured notes to 'B' from 'CCC+' and removed the ratings from CreditWatch, where S&P placed them with positive implications on Dec. 19, 2023. S&P also revised its recovery rating on the non-guaranteed notes to '4' from '3'. DODD DRILLING: Seeks Cash Collateral Access ------------------------------------------- Dodd Drilling, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Gainsville Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral for critical operating expenses. Various lenders, merchant cash advance financing companies and equipment vendors have filed UCC-1 financing statements of record against the Debtor, and/or have purchase money security interests in the Debtor's equipment and may claim interests in the assets of the Debtor, as follows: 1) SBFS Funding/Rapid Finance - $120,000 (MCA) 2) Capybara Capital, LLC - $43,500 (MCA) 3) Cloudfund, LLC - $18,800 (MCA) 4) Alternative Funding, LLC - $83,000 (MCA) 5) Vital Cap Funding - $104,493 (MCA) 6) Crestmark - Metabank - $120,577 (Drilling Rig) 7) Ascentium Capital - $186,394 (Drilling Rig) 8) Ascentium Capital - $137,274 (Drilling Rig) 9) Truist Bank - $29,043 (2019 Ford F450 Truck) 10) Ally Auto Financial - $25,995 (Flatbed Truck) 11) Ally Auto Financial - $111,718 (Flatbed Truck) 12) TD Auto Finance - $131,549 (2020 Dodge Ram 3500 Truck) 13) Pinnacle Bank-JB & B Capital - $,86,772 (Dozer) Lenders may assert liens upon and security interests against assets of the Debtor, including accounts receivable owned by the Debtor, and the proceeds thereof, and against the Debtor's inventory, equipment and fixtures. As adequate protection for any interest Lenders may have in cash collateral, the Debtor proposes: A. That Lenders be granted a security interest in and lien upon the Debtor's post-petition accounts receivable, and proceeds to the same extent and priority as their pre-petition liens and interests in its pre-petition collateral; B. Continuation of the lien and security interests held by Lenders in their pre-petition Collateral; and C. Provision of the Debtor's monthly operating reports as required by the U.S. Trustee and filed with the Court. The Debtor seeks approval of a carve-out of the Collateral in the amount of $5,000 per week. The Carve-Out will be utilized for the payment of professional fees, including but not limited to fees incurred pre-petition, post-petition, and postconversion as approved by the Court. A copy of the https://urlcurt.com/u?l=2F5WAA from PacerMonitor.com. About Dodd Drilling, LLC Dodd Drilling, LLC owns and operates a construction drilling company specializing in drilling boreholes into the soil to allow subsurface site investigation and data collection. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-20212-jrs) on February 23, 2024. In the petition signed by Dustin Dodd, managing member, the Debtor disclosed up to $10 million in assets and up to $10 million in liabilities. Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., represents the Debtor as legal counsel. ECHOSTAR CORP: Renaissance Entities Hold 5.17% Class A Shares ------------------------------------------------------------- Renaissance Technologies, LLC and Renaissance Technologies Holdings Corporation disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of November 14, 2023, both entities beneficially owned 1,871,804 shares of EchoStar's Class A Common Stock, representing 5.17% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/5e6umpp9 About EchoStar Headquartered in Englewood, Colorado, EchoStar Corporation operates satellite communication infrastructures. * * * As reported by the Troubled Company Reporter on Feb 01, 2024, S&P Global Ratings assigned its 'CCC+' issuer credit rating to parent EchoStar Corp. due to high leverage, a significant cash burn, and substantial refinancing requirements in the coming years at its largest subsidiary, Dish Network. EchoStar has completed its acquisition of Dish Network Corp. in an all-stock transaction. S&P also lowered its issuer credit rating on Hughes Satellite Systems Corp. to 'CCC+' from 'BB' in line with the rating on the parent due to support it will provide in helping fund cash shortfalls at sister company Dish Network. The negative outlook reflects capital intensity associated with Dish's wireless build that will continue large cash flow deficits; execution risk associated with profitably expanding its wireless business; and high cost of capital with significant refinancing requirements through 2026. S&P believes EchoStar is vulnerable to tight financing conditions and depends on favorable business, financial, and economic conditions to meet its financial commitments in the next 2-3 years. The company will need to raise substantial capital in the coming years to fund capital spending, wireless losses, and debt maturities. Dish's merger with EchoStar (whose primary operating subsidiary prior to the merger was Hughes) does not solve its financial problems but improves its liquidity position: -- EchoStar has about $2 billion cash (as of Sept. 30, 2023). ECHOSTAR CORP: Steven Tananbaum, 2 Others Hold 2.2% Class A Shares ------------------------------------------------------------------ GoldenTree Asset Management LP and its affiliates disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned shares of EchoStar Corporation's Class A Common Stock. The breakdown of ownership is as follows: Reporting Person Shares Owned Percent of Class GoldenTree Asset Management LP 3,092,277 2.2% GoldenTree Asset Management LLC 3,092,277 2.2% Steven A. Tananbaum 3,092,277 2.2% A full-text copy of the Report is available at http://tinyurl.com/udjy6ed2 About EchoStar Headquartered in Englewood, Colorado, EchoStar Corporation operates satellite communication infrastructures. * * * As reported by the Troubled Company Reporter on Feb 01, 2024, S&P Global Ratings assigned its 'CCC+' issuer credit rating to parent EchoStar Corp. due to high leverage, a significant cash burn, and substantial refinancing requirements in the coming years at its largest subsidiary, Dish Network. EchoStar has completed its acquisition of Dish Network Corp. in an all-stock transaction. S&P also lowered its issuer credit rating on Hughes Satellite Systems Corp. to 'CCC+' from 'BB' in line with the rating on the parent due to support it will provide in helping fund cash shortfalls at sister company Dish Network. The negative outlook reflects capital intensity associated with Dish's wireless build that will continue large cash flow deficits; execution risk associated with profitably expanding its wireless business; and high cost of capital with significant refinancing requirements through 2026. S&P believes EchoStar is vulnerable to tight financing conditions and depends on favorable business, financial, and economic conditions to meet its financial commitments in the next 2-3 years. The company will need to raise substantial capital in the coming years to fund capital spending, wireless losses, and debt maturities. Dish's merger with EchoStar (whose primary operating subsidiary prior to the merger was Hughes) does not solve its financial problems but improves its liquidity position: -- EchoStar has about $2 billion cash (as of Sept. 30, 2023). EDGEMONT FARMS: Case Summary & Four Unsecured Creditors ------------------------------------------------------- Debtor: Edgemont Farms LLC 49 Jewett Road Petaluma, CA 94952 Business Description: Edgemont Farms is the owner of the real property located at 49 Jewett Road Petaluma, CA 94952 having an appraised value of $4.6 million. Chapter 11 Petition Date: February 27, 2024 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 24-10095 Judge: Hon. Charles Novack Debtor's Counsel: Gina R. Klump, Esq. LAW OFFICE OF GINA R. KLUMP 11 5th Street, Suite 102 Petaluma, CA 94952 Tel: 707-778-0111 Fax: 707-339-8017 Email: klumplaw@gmail.com Total Assets: $4,656,722 Total Liabilities: $2,679,083 The petition was signed by JoAnn Claeyssens as member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/63G26GQ/Edgemont_Farms_LLC__canbke-24-10095__0001.0.pdf?mcid=tGE4TAMA ELWOOD ENERGY: S&P Affirms 'CCC+' Rating on Senior Secured Debt --------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' rating on Elwood Energy LLC's senior secured debt. S&P revised the recovery rating to '1+' from '1', indicating its expectation of full recovery (rounded estimate: over 100%) in the event of a payment default. The negative outlook incorporates the risk of a liquidity shortage beyond the next 12 months, when S&P forecasts the project would not have sufficient sources to meet financial commitments absent improved PJM capacity prices or sponsor support. Elwood is a 1,350-megawatt (MW) power plant about 50 miles southwest of Chicago. The project has nine simple-cycle 7FA combustion turbines sourced from General Electric Co. It operates as a peaking facility that earns revenue by selling production capacity and electricity into PJM's ComEd power market. Illinois' Climate and Equitable Jobs Act (CEJA), enacted in late 2021, restricts Elwood's carbon emissions corresponding to maximum annual generation of about 388 gigawatt hours (GWh). Elwood is one of nine assets owned by Japan-based Electric Power Development Co. Ltd. (J-Power; A/Stable) and John Hancock Life Insurance Co. (USA) (AA-/Stable) in a 50/50 joint venture. Significant decisions, including bankruptcy filing, need approval of both partners, therefore we delink the project from its parents. -- S&P expects debt service coverage ratios (DSCR) will be below 1x until the end of the debt term (2026), indicating the project depends on reserve accounts and/or sponsor support to meet its financial commitments. -- As a peaking facility, Elwood relies on capacity payments for most of its revenues, thus PJM capacity prices would have to increase substantially beyond 2025 to cover debt service. -- Elwood's energy production is limited to about 338 GWh annually by CEJA, which permanently restrict project's merchant revenue. -- Elwood has stable operating performance with few forced outages and high availability percentage over the past four years. -- It has a fully amortizing debt profile by July 2026, with an outstanding balance of $23.5 million. -- Investment-grade sponsors J-Power and John Hancock Life contributed $22.5 million in 2023 to pay a PJM performance penalty related to the December 2022 winter storm and associated gas obligations, showing commitment to support the project. -- Elwood's debt is not restricted by minimum DSCR covenants. -- S&P expects full recovery of the debt balance under its hypothetical default scenario using an asset liquidation approach, given the low debt outstanding. S&P said, "We expect continued pressure on operating cash flow over the next 12 months driven by low PJM-CoMed capacity prices and limitations on production imposed by CEJA. We expect Elwood's operating cash flow will be slightly negative in 2024 due to record low PJM capacity prices for the 2024-2025 auction period and the implementation of CEJA, which limits Elwood's operation to about 250 hours per year. We therefore expect the project will need to use its debt service reserve account (DSRA) and working capital facility to cover its financial needs." Elwood is a 1,350-MW, about 11.1 Btu/MWh heat rate peaker plant in Illinois that has historically generated about 80% of its revenues from capacity payments (more than $90 million annually) when PJM capacity prices were $150-$200/MW-day. S&P said, "Given that PJM-CoMed capacity prices have declined to $28/MWd for the 2024-2025 settled auction, we estimate that the project cannot cover its fixed operating costs in 2024. We expect a gross margin of approximately $33 million--about $30 million in capacity and other fixed payments and about $3 million in energy margin. Our estimated $37 million of operating costs include $27.7 million of fixed operating and selling, general, and administrative (SG&A) expenses and about $9.1 million in major maintenance. We note that most of its capital spending is related to hot gas path inspection, scheduled in spring 2024, which could be pushed to the fall or next year if the inspection determines maintenance is not required." Further, Illinois passed CEJA in December 2021, which limits Elwood's emissions to the average annual tons of carbon dioxide equivalent between 2018 and 2020. As a result, Elwood can produce only about 338 GWh annually, down from approximately 500 GWh in 2021. The project is vulnerable and dependent upon favorable market conditions to meet its financial commitments, including an improvement of PJM-ComEd capacity prices. S&P said, "Our 'CCC+' rating on Elwood's senior debt indicates that the project has sufficient liquidity to meet its obligations over the next 12 months, however it could run into a shortfall beyond that absent favorable market conditions. Our estimate of nearly $20 million of liquidity uses include senior debt service of $14.6 million, an approximately $4.4 million operating cash shortage, and about $1 million of interest on Elwood's $20 million working capital facility, which we assume is fully drawn. We estimate the project will use its available cash and cash-funded major maintenance reserve of $11.3 million, letter of credit-funded DSRA of about $7.3 million (average six-month requirement over the next 12 months), and draw an additional $1.3 million from its $20 million working capital facility to meet its obligations. We note that the DSRA is an obligation of Elwood's parent, J-Power USA Generation Capital LLC, which is responsible for repaying any letter of credit loans and associated fees and interest for the facility. Elwood can use the $20 million working capital facility, issued by J-Power Elwood Capital LLC (JEC), to cover senior debt service. Under the agreement, the project must repay any working capital loans within 90 days. The facility matures in July 2024 and renews automatically for one year. "The negative outlook incorporates the risk of a liquidity shortage beyond the next 12 months, when the project would have to repay potential working capital loans withing 90 days. In 2025, we forecast cash flow available for debt service will turn slightly positive due to our expectation of higher PJM-CoMed capacity prices and spark spreads based on forward-curve power and gas prices. Our DSCR forecast is below 1x until the end of the debt term, indicating that the project will continue to draw on its working capital facility to meet debt service. Therefore, we could lower our debt rating on Elwood if we believe it will run out of liquidity within a year or it amends its working capital facility terms such that we consider the transaction distressed. "Elwood's history of sponsors' support indicates willingness and ability of equity owners to continue funding the project's obligations. We do not incorporate equity support from the two sponsors, J-Power and John Hancock Life, because it is not committed. However, the sponsors have indicated willingness and ability to fund past and future project obligations. In 2023, equity owners contributed $22.5 million to pay for the PJM capacity penalty related to the December 2022 winter storm and related gas obligations. In addition, Elwood has only $23.5 million outstanding on its senior notes, supported by collateral coverage of over 3.5x the value of the debt (under our hypothetical default scenario), which indicates full recovery for debtholders and residual equity value for the owners. "The negative outlook incorporates the risk of a liquidity shortage beyond the next 12 months, when we forecast the project would need to repay a potential draw on its working capital facility within 90 days. While we do not include sponsor support under our base-case scenario, they funded operations and debt service in 2023. "We could lower the rating if we forecast the project has less than 12 months of liquidity remaining and we foresee specific default scenarios within 12 months, including failure to make a principal or interest payment on outstanding obligations. "We could revise the outlook to stable or raise the rating if we think operating cash flow will improve materially such that the project can cover its obligations and commitments without sponsor support, leading to DSCRs approaching 1x for the rest of the debt term." EMERGENT BIOSOLUTIONS: The Vanguard Group Holds 5.73% Stake ----------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 2,974,638 shares of Emergent Biosolutions Inc.'s Common Stock, representing 5.73% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/3hy5tbmc About Emergent Biosolutions Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate and naturally occurring public health threat. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing ("CDMO") services portfolio. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 1, 2023, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Credit Agreement, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. As of September 30, 2023, Emergent had unrestricted cash and cash equivalents of $87.8 million and remaining capacity under its Revolving Credit Facility of $88.3 million. Also as of September 30, 2023, there was $211.2 million outstanding on the Company's Revolving Credit Facility and $202.1 million on its Term Loan Facility that mature in May 2025. Certain provisions within the Credit Agreement Amendment require further action from the Company, most notably the requirement to raise not less than $75.0 million through the issuance of equity or unsecured indebtedness by April 30, 2024, and that the Company make quarterly principal payments of approximately $3.9 million on the Term Loan Facility, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. As a result, the Company determined that there is substantial doubt about its ability to continue as a going concern within one year after the date that the financial statements were issued. The Company will need to obtain substantial additional funding in connection with its continuing operations, which cannot be assured. ENVIVA INC: Moody's Lowers CFR to Ca & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service downgraded Enviva Inc.'s Corporate Family Rating to Ca from Caa1, and the Probability of Default Rating to Ca-PD/LD from Caa1-PD, following a limited default due to a missed interest payment on its unsecured debt. Moody's also downgraded the ratings on its senior unsecured notes due 2026, The Industrial Development Authority of Sumter County, Alabama tax-exempt facilities revenue bonds, Series 2022, and backed tax exempt revenue bonds, Series 2022, issued by the Mississippi Business Finance Corporation (MBFC) to C from Caa2. The Speculative Grade Liquidity Rating was maintained at SGL-4 and the outlook was changed to negative from ratings under review. Enviva entered into a forbearance agreement with its lenders on February 15, 2024 after its missed interest payment; this agreement expires on March 4, 2024, but may be extended. While the company continues to work with its banks and noteholders to find a favorable resolution to the missed interest payment and to restructure the company's debt, any delays in reaching a solution are a negative for the credit. The downgrade to Ca reflects the fact that in bankruptcy, noteholders could be required to take a meaningful haircut to outstanding debt, given the uncertainty over future profitability and the value of the company's assets. RATINGS RATIONALE Enviva's Ca CFR reflects expectations for a debt restructuring, bankruptcy or liquidation following its missed interest payment. Additionally, concerns over its ability to generate profits during a period of weak wood pellet prices could extend the period required to negotiate a resolution to the missed interest payment and any future payments to debtholders. It also reflects Moody's view of the potential recovery on Enviva's debt given the value of the business and sizeable third-party liabilities. The company's financial performance in 2023 was extremely weak and the company needs to renegotiate long term contacts on its wood pellets to enable it to generate a reasonable profit margin. Given that 2023/2024 season has been another warm winter in Europe and Asia, wood pellet pricing is likely to remain depressed over the next several quarters at a minimum. Liquidity is weak as the company's missed interest payment is beyond the grace period and it is operating under a waiver from noteholders. If the company and its debtholders do not come to an agreement on revising the company's capital structure, Enviva will likely file for, or be pushed into, bankruptcy fairly quickly. The negative outlook reflects the uncertainty over the recovery for noteholders until a formal agreement with its debtholders is reached or it files for bankruptcy. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Enviva's ratings could be upgraded should it successfully achieve an out of bankruptcy restructuring of its debt maturities, which results in a sustainable level of debt and interest payments going forward, and is able to renegotiate the majority of its wood pellet contracts to provide for an adequate profit margin. Enviva's probability of default rating could be downgraded to D-PD should it pursue a formal reorganization or liquidation under US Bankruptcy Code. The principal methodology used in these ratings was Manufacturing published in September 2021. FAT DADDY: Wins Cash Collateral Access Thru April 16 ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio authorized Fat Daddy Co. to use cash collateral on an interim basis in accordance with the budget, through April 16, 2024. The Debtor asserts these entities have or may have a prepetition lien on the Debtor's cash collateral: a. Crediby of Arizona in the amount of $62,442 b. Proventure Capital LLC in the amount of $27,000(disputed) c. Alpine Advance 5 LLC in the amount of $64,457 d. Capify Capital in the amount of $ unknown e. Cardinal Funding Group in the amount of $30,000 f. Blade Funding in the amount of $83,021. g. Diesel Funding LLC in the amount of $28,366 i. EBF Holdings, LLC dba Everest Business Funding in the amount of $80,000. j. Reef Funding in the amount of $60,304 k. Square Funding in the amount of $97,435 l. Wynwood Capital in the amount of $60,842 m. Delta Capital the amount is unknown n. CT Corporation System, as Agent the amount and creditor is unknown o. Corporation Service Company, as Agent the amount and creditor is unknown The Debtor asserts that it is unable to determine who would be in the first position with regard to perfection of the security interests on the items subject to the cash collateral order for the reason that the initial filing was by CT Corporation as agent, with no indication as to the party for whom they were agent. As adequate protection, the Prepetition Lenders are granted valid, binding, enforceable and perfected postpetition replacement liens on the Debtor's post-petition property in the same validity, priority, and extent as they existed before the Petition Date, and additional liens solely to the extent of any diminution of the Prepetition Lenders' Collateral, in all of the Debtor's assets. A final hearing on the matter is set for April 16, 2024 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=lzpwVW from PacerMonitor.com. About Fat Daddy Co. Fat Daddy Co. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No 23-61331-tnap) on November 9, 2023. In the petition signed by Matthew C. Webster, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Tiiara N.A. Patton oversees the case. Edwin H. Breyfogle, Esq. represents the Debtor as legal counsel. FLO-BACK EQUIPMENT: Chapter 15 Case Summary ------------------------------------------- Chapter 15 Debtor: Flo-Back Equipment Inc. 251 Little Falls Drive Wilmington DE 19808 Chapter 15 Petition Date: February 20, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-90059 Judge: Hon. Marvin Isgur Foreign Proceeding: Court of King's Bench of Alberta, File No. 2301-16371, Calgary Judicial Center Foreign Representive: FTI Consulting Canada Inc. 520 Fifth Avenue S.W. Suite 1610 Calgary, AB T2P 3R7 Canada Dustin Olver, Senior Managing Director Foreign Representative's Counsel: John D. Cornwell, Esq. MUNSCH HARDT KOPF & HARR, P.C. 700 Milam St. Suite 800 Houston TX 77002 Tel: (713) 222-1470 Email: jcornwell@munsch.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KO77RCA/Flo-Back_Equipment_Inc__txsbke-24-90059__0001.0.pdf?mcid=tGE4TAMA FLOREZ GROUP: Seeks Cash Collateral Access ------------------------------------------ The Florez Group, Inc. asks the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, for authority to use the cash collateral of Gulf Coast Business Credit, Funding Circle, the U.S. Small Business Administration, Fora Financial, and possibly Channel Partners. The Debtor requires the use of cash collateral to pay expenses of its business operations and the Chapter 11 case, in accordance with the budget, with a 5% variance. Gulf Coast holds a first lien on all of the Debtor's assets and the proceeds thereof, including its accounts receivable and equipment. The Debtor requests, in order to provide adequate protection to the Lenders that they be granted replacement security interests in and liens upon all categories of property of the Debtor and its estate, upon which they each held valid, perfected and enforceable pre-petition liens and security interests in the same priority as pre-petition to the extent and only to the extent that such pre-petition lien and security interests are valid, perfected, enforceable and nonavoidable. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=M2vDYX from PacerMonitor.com. The Debtor projects $298,982 in total cash receipts and $301,996 in total cash paid out for the period from February 25, 2024 to April 6, 2024. About The Florez Group, Inc. The Florez Group, Inc. provides employee staffing services in the Austin metropolitan area and throughout the country containers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10182-smr) on February 23, 2024. In the petition signed by John. F. Florez, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Frank B Lyon, Esq. represents the Debtor as legal counsel. GENWORTH FINANCIAL: S&P Affirms 'BB-' LT ICR, Outlook Stable ------------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' long-term issuer credit ratings on Genworth Financial Inc. and Genworth Holdings Inc. The outlook remains stable. Impact Of Revised Capital Model Criteria The implementation of S&P's revised criteria for analyzing insurers' risk-based capital supports its view that the Genworth group maintains a satisfactory capital position. Outlook The stable outlook reflects S&P's expectations that Genworth will sustain its underwriting performance and capital adequacy redundant at its '99.50%' confidence level. S&P expects the company's risk profile will not change materially. Downside scenario S&P could lower its ratings in the next two years if: -- Genworth's consolidated capitalization deteriorates significantly from the '99.50%' confidence level; -- Its risk profile worsens materially; or -- Financial leverage increases to 40% or the coverage ratio worsens consistently below 4x. Upside scenario S&P could raise its ratings in the next two years if: -- The U.S. economic and housing fundamentals are supportive of Genworth's mortgage insurance business, which is the key driver of the group's earnings; and -- Genworth's consolidated capitalization sustainably strengthens to a level that is sufficiently redundant at '99.80%' stress level. Rationale Genworth's business profile is anchored by the strength of its U.S. mortgage insurance business generated through Enact Holdings Inc. and Enact Mortgage Insurance Corp. (collectively, Enact), which accounts for most of the group's earnings and capital contributions. S&P said, "We expect that Enact will generate strong, capital-accretive earnings. However, we do think mortgage delinquencies could rise and near-term loss ratios could become elevated given S&P Global Ratings economists' expectations for rising unemployment in the next few years. We expect Enact's combined ratio will rise to 50%-55% in 2024 and 2025." The strength of the mortgage insurance segment is partially offset by weaknesses in Genworth's U.S. life insurance business (which includes long-term care insurance, life insurance, and fixed annuities) given its weak results. Genworth has continued to make progress on its multi-year rate action plan, achieving a total of $354 million in premium rate increase approvals in 2023. This has brought Genworth's economic value gap between potential claims and premiums down to $5 billion. While S&P believes Genworth will continue to seek rate increases, it remains uncertain of their efficacy because they are contingent upon regulatory approvals. S&P said, "We think Genworth will continue to pursue capital actions and maintain financial leverage below 30% through 2024-2025, with healthy fixed-charge coverage of at least 4x. We believe regular and extraordinary dividends from Enact will underpin Genworth's capital strategy and support capital at the 99.50% confidence level through 2025." GILLIAM CONSTRUCTION: Court OKs Interim Cash Collateral Access -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Gilliam Construction, Inc. to use the cash collateral of Capybara Capital, Retail Capital LLC dba Credibly and BayFirst National Bank, on an interim basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, at the time the case was filed, the Debtor's cash totaled approximately $25,000 and the Debtor's receivables totaled approximately $50,000. The Debtor requires the use of cash collateral to pay ordinary expenses necessary for operation of its business. The Debtor also expressed willingness to grant Secured Creditors a replacement lien against all cash received by Debtor post-petition. A copy of the order is available at https://urlcurt.com/u?l=KJOFDr from PacerMonitor.com. About Gilliam Construction, Inc. Gilliam Construction, Inc. offers new construction and remodeling services in Reno, Nevada. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-50090) on January 29, 2024. In the petition signed by Jeremiah Gilliam, president, the Debtor disclosed $159,251 in assets and $1,142,700 in liabilities. Judge Hilary L. Barnes oversees the case. Kevin A. Darby, Esq., at Darby Law Practice, represents the Debtor as legal counsel. GOODLIFE PHYSICAL: Court OKs Deal on Cash Access Thru May 15 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Goodlife Physical Medicine Corp to use cash collateral on an interim basis in accordance with its agreement with the U.S. Small Business Administration. The Debtor and the SBA have reached a further agreement to permit the Debtor to use cash collateral through May 15, 2024, for payment of the ordinary and necessary expenses as set forth in the budget. Pre-petition, on February 25, 2022, the Debtor executed an SBA Note, pursuant to which the Debtor obtained a COVID-19 Economic Injury Disaster Loan in the amount of $1.5 million. On May 14, 2022, the Debtor executed a First Modification of Note, pursuant to which the Debtor increased the Original SBA Loan by $100,000 in the cumulative amount of $1.6 million. The terms of the Modified Note require the Debtor to pay principal and interest payments of $8,468 every month beginning 24 months from the date of the Note over the 30-year term of the SBA Loan, with a maturity date of March 2, 2052. Interest has accrued and continues to accrue since February 25, 2022. The SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. As of the Petition Date, the amount due on the SBA Loan was $1.652 million. As evidenced by a Security Agreement and subsequently the Amended Security Agreement executed on May 14, 2022 and a valid UCC-1 filing on March 14, 2022 as Filing Number U220173912326, the SBA Loan is secured by all tangible and intangible personal property of the Debtor. As adequate protection, retroactive to the Petition Date, the SBA will receive a replacement lien(s) that is deemed valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of the Petition Date, on all postpetition revenues of the Debtor to the same extent, priority and validity that its lien attached to the Personal Property Collateral. The scope of the Replacement Lien is limited to the amount (if any) that the cash collateral diminishes post-petition as a result of the Debtor's post-petition use of the cash collateral. The Debtor will remit adequate protection payments to the SBA in the amount of $3,500 per month, to be paid on March 1, 2024, April 1, 2024 and May 1, 2024. The SBA will be entitled to a super-priority claim over the life of the Debtor's bankruptcy case, pursuant to 11 U.S.C. Sections 503(b), 507(a)(2) and 507(b), which claim will be limited to any diminution in the value of the SBA's collateral, pursuant to the SBA Loan, as a result of the Debtor's use of cash collateral on a post-petition basis. A hearing on the matter is set for March 20, 2024 at 9 a.m. A copy of the stipulation and the Debtor's budget is available at https://urlcurt.com/u?l=8pc0o4 from PacerMonitor.com. A copy of the order is also available at https://urlcurt.com/u?l=TBfqGZ from PacerMonitor.com. The Debtor projects $288,762 in total revenue and $288,198 in total expenses, on a monthly basis. About Goodlife Physical Medicine Corp Goodlife Physical Medicine Corp, a company in Redondo Beach, Calif., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10340) on Jan. 23, 2023. In the petition filed by its owner, David Carry, the Debtor reported up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Sandra R. Klein oversees the case. The Debtor is represented by Leslie A. Cohen, Esq., at Leslie Cohen Law, PC. GROM SOCIAL: Ionic Ventures, 3 Others Acquire 7.8% Equity Stake --------------------------------------------------------------- Ionic Ventures, LLC, Ionic Management, LLC, Brendan O'Neil, and Keith Coulston disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they collectively owned 166,666 shares of Grom Social Enterprises, Inc.'s Common Stock, representing 7.8% of the shares outstanding. The ownership percentages reported are based on (i) 1,970,404 shares of Common Stock outstanding, as reported in the Issuer's Registration Statement on Form S-1, filed with the SEC on December 27, 2023, and (ii) up to 166,666 shares of Common Stock issuable upon full exercise of the Issuer's Series B warrants held by Ionic. Ionic is the beneficial owner of 166,666 shares of Common Stock (the "Shares"). Ionic has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its manager, Ionic Management. Each of the managers of Ionic Management, Mr. O'Neil and Mr. Coulston, has shared power to vote and/or dispose of the Shares beneficially owned by Ionic and Ionic Management. Neither Mr. O'Neil nor Mr. Coulston directly owns the Shares. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O'Neil and Mr. Coulston may be deemed to beneficially own the Shares which are beneficially owned by each of Ionic and Ionic Management, and Ionic Management may be deemed to beneficially own the Shares which are beneficially owned by Ionic. A full-text copy of the Report is available at http://tinyurl.com/2byz34sj About Grom Social Enterprises Inc. Boca Raton, Florida-based Grom Social Enterprises, Inc. -- www.gromsocial.com -- is a media, technology and entertainment company that focuses on (i) delivering content to children under the age of 13 years in a safe secure platform that is compliant with the Children's Online Privacy Protection Act ("COPPA") and can be monitored by parents or guardians, (ii) creating, acquiring, and developing the commercial potential of Kids & Family entertainment properties and associated business opportunities, (iii) providing world class animation services, and (iv) offering protective web filtering solutions to block unwanted or inappropriate content. Grom Social reported a net loss of $16.77 million for the year ended Dec. 31, 2022, compared to a net loss of $10.22 million forthe year ended Dec. 31, 2021. Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company's significant operating losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. HAGA-MOF LLC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: HAGA-MOF, LLC d/b/a Long John Silvers 25 South Kings Highway Cape Girardeau, MO 63701 Business Description: HAGA-MOF primarily operates in the Eating Places business/industry. Chapter 11 Petition Date: February 27, 2024 Court: United States Bankruptcy Court Eastern District of Missouri Case No.: 24-10077 Judge: Hon. Brian C. Walsh Debtor's Counsel: Spencer Desai, Esq. THE DESAI LAW FIRM 13321 North Outer Forty Road Suite 300 Chesterfield, MO 63017 Tel: 314-666-9781 Email: spd@desailawfirmllc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Hector Gomez as manager. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AEYBMGY/HAGA-MOF_LLC__moebke-24-10077__0001.0.pdf?mcid=tGE4TAMA HARBOR CUSTOM: Court OKs Cash Collateral Access on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington, at Tacoma, authorized Harbor Custom Development, Inc. and affiliates to use cash collateral on a final basis, in accordance with the budget, with a 10% variance, through May 31, 2024. As of the Petition Date, Debtor HCDI was indebted in the approximate amount of $14.322 million pursuant to the Loan Agreement, dated as of March 27, 2022, by and among the HCDI and BankUnited, N.A. The HCDI Revolving Lender is secured by liens on (i) all or substantially all of the assets of the Debtor HCDI pursuant to the Security Agreement, dated as of March 7, 2022, and UCC-1 Filing with the Washington State Department of Licensing (Filing No. 2022-076-6595-6 on March 17, 2022) and (ii) the membership certificates of Debtors Pacific Ridge CMS, LLC, HCDI FL Condo LLC, and HCDI at Semiahmoo, LLC, pursuant to the Amendment to Loan Agreement dated as of February 22, 2023. As adequate protection to the Sound Entities for the diminution of any interest that the Sound Entities are determined to hold in their prepetition collateral as a result of the Debtors use of cash Ccollateral during the Final Period: i. The Belfair, Pacific Ridge, and HCDI Debtors will make adequate protection payments to the Sound Entities as follows: 1. For the months of February and March 2024, the amount of $250,000 per month will be paid to the Sound Entities as follows: (i) $150,000 from HCDI, (ii) $50,000 from Belfair and (iii) $50,000 from Pacific Ridge, to be paid the week of February 16, 2024 and March 15, 2024, respectively; and 2. For the month of April 2024, the amount of $300,000 will be paid to the Sound Entities as follows: (i) $150,000 from HCDI, (ii) $100,000 from Belfair and (iii) $50,000 from Pacific Ridge, to be paid the week of April 12, 2024. As adequate protection for the diminution of any interest that the Sound Entries are determined to hold in the Prepetition Collateral as a result of the Debtors' use of cash collateral, the Sound Entities are granted a replacement lien in the Belfair, Pacific Ridge, and HCDI Debtors' postpetition assets of the same kind, type, and nature as the Prepetition Collateral in which the Sound Entities held a lien. As adequate protection for the diminution of any interest that Buchanan is determined to hold in the Prepetition Collateral as a result of the Debtors' use of cash collateral, Buchanan is granted a replacement lien in the Tanglewilde Debtor's postpetition assets of the same kind, type, and nature as the Prepetition Collateral in which Buchanan held a lien, subject to the Professional Fee. Any Postpetition Lien in Postpetition Collateral granted will be in the same order, priority, validity and enforceability as any prepetition lien in Prepetition Collateral securing the claim of Buchanan in the same type of assets. As adequate protection for the diminution of any interest that BankUnited is determined to hold in the Prepetition Collateral as a result of the Debtors' use of cash collateral, BankUnited is granted a replacement lien in the HCDI Debtor's postpetition assets of the same kind, type, and nature as the Prepetition Collateral in which BankUnited holds a valid and enforceable lien. Any Replacement Lien in Postpetition Collateral granted will be in the same order, priority, validity and enforceability as any prepetition lien in Prepetition Collateral securing the claim of BankUnited in the same type of assets. As further adequate protection for the diminution of any interest that BankUnited is determined to hold in the Prepetition Collateral as a result of the Debtors' use of cash collateral, BankUnited is granted a lien in all distributions of Tanglewilde LLC and proceeds thereof, up to the amount of the BankUnited Diminution. To the extent of any diminution in value of the Bank United's interest in the Prepetition Collateral due to the Debtors' cash collateral use, which is not otherwise protected by the BankUnited Postpetition Lien granted, BankUnited will be granted a claim under 11 U.S.C. Section 507(b). The BankUnited Postpetition Lien and retention of rights under 11 U.S.C. Section 507 constitute adequate protection of the BankUnited's interest in the Prepetition Collateral during the term of the Final Order but will not prejudice the rights of the BankUnited to request additional adequate protection at any time. As additional adequate protection to the Secured Parties, the Debtors will continue to maintain insurance on their assets as the same existed as of the Petition Date. A copy of the order is available at https://urlcurt.com/u?l=BY2hyl from PacerMonitor.com. About Harbor Custom Development, Inc. Harbor Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition, entitlement, development, construction of project infrastructure, home and apartment building construction, marketing, and sales of various residential projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-42180) on December 11, 2023. In the petition signed by Shelly Crocker, chief restructuring officer, the Debtor disclosed $223,981,000 in assets and $172,528,500 in liabilities. Judge Mary Jo Heston oversees the case. Aditi Paranjpye, Esq., at CAIRNCROSS & HEMPELMANN, P.S., represents the Debtor as legal counsel. HELIUS MEDICAL: Columbus Capital Management Reports 9.9% Stake -------------------------------------------------------------- Columbus Capital Management, LLC disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 50,000 shares of Common Stock and 20,116 warrants to purchase shares of Common Stock of Helius Medical Technologies, Inc., representing 9.9% of the shares outstanding. A full-text copy of the report is available at http://tinyurl.com/4tzjrm4r About Helius Medical Helius Medical Technologies, Inc. -- http://www.heliusmedical.com/ -- is a neurotech company in the medical device field focused on neurologic deficits using orally applied technology platform that amplifies the brain's ability to engage physiologic compensatory mechanisms and promote neuroplasticity, improving the lives of people dealing with neurologic diseases. Helius Medical reported a net loss of $14.07 million for the year ended Dec. 31, 2022, compared to a net loss of $18.13 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $8.85 million in total assets, $5.83 million in total liabilities, and $3.02 million in total stockholders' equity. Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 9, 2023, citing that the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital, thus raising substantial doubt about the Company's ability to continue as a going concern. As of September 30, 2023, the Company had cash, cash equivalents and warrant proceeds receivable from the issuance of Common Stock of $7.0 million. For the nine months ended September 30, 2023, the Company had an operating loss of $10.2 million, and as of September 30, 2023, its accumulated deficit was $158.9 million. For the nine months ended September 30, 2023, the Company had $0.5 million of net revenue from the commercial sale of products. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors indicate substantial doubt about the Company's ability to continue as a going concern within one year after the date the consolidated financial statements were filed, Helius said in its Quarterly Report for the period ended Sept. 30, 2023. HELIX ENERGY: The Vanguard Group Holds 8.77% Stake -------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 13,214,461 shares of Helix Energy Solutions Group, Inc.'s Common Stock, representing 8.77% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/2uc4by6y About Helix Energy Helix Energy Solutions Group, Inc. is an American oil and gas services company headquartered in Houston, Texas. As of June 30, 2023, Helix Energy reported $2,423,845,000 in total assets and $891,917,000 in total liabilities. * * * Egan-Jones Ratings Company on June 23, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Helix Energy Solutions Group, Inc. IAMGOLD CORP: Completes Acquisition of Vanstar Mining ----------------------------------------------------- IAMGOLD Corporation has announced on February 13, 2024, the successful completion of the previously announced transaction with Vanstar Mining Resources Inc., whereby IAMGOLD has acquired all of the issued and outstanding common shares of Vanstar pursuant to a court-approved plan of arrangement. Pursuant to the Arrangement, former Vanstar shareholders received 0.2008 of an IAMGOLD common share (each whole common share of IAMGOLD, an "IAMGOLD Share") for each Vanstar Share. As a result of the Arrangement, IAMGOLD issued an aggregate of 11,989,406 IAMGOLD shares. With the acquisition of Vanstar complete, IAMGOLD now owns a 100% interest in the Nelligan Gold Project, located 60 kilometres southwest of Chibougamau, Quebec, Canada. In addition, IAMGOLD acquired a 1% NSR royalty on selected claims of Nelligan, as well as other earlier stage exploration properties in Northern Quebec. Trading of the Vanstar Shares on the TSX Venture Exchange (the "TSXV") has been halted and will remain halted until the Vanstar Shares have been delisted from the TSXV, which was expected to be on February 15, 2024. The Vanstar Shares are also expected to be delisted from the OTCQX and the Frankfurt Stock Exchange. Following the delisting, Vanstar intends to submit an application to the applicable securities regulators in Canada to cease to be a reporting issuer. In connection with the Arrangement, IAMGOLD will file a report on its SEDAR+ profile at www.sedarplus.ca pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues containing additional information respecting the foregoing matters. A copy of such report may be obtained by contacting Graeme Jennings, Vice President Investor Relations at IAMGOLD at (416) 360-4743. Fasken Martineau Dumoulin LLP is acting as Canadian legal advisor to IAMGOLD in connection with the Arrangement. Paul Weiss Rifkind Wharton & Garrison LLP is acting as US legal advisor. About IAMGOLD Corporation Headquartered in Toronto, Canada, IAMGOLD Corporation is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa. In June 2023, S&P Global Ratings revised its outlook on IAMGOLD Corp. to positive from negative and affirmed its 'CCC+' issuer credit rating. At the same time, S&P lowered its issue-level rating on the company's unsecured notes to 'CCC' from 'CCC+' and revised its recovery rating to '5' from '4'. In September 2023, Egan-Jones Ratings Company maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by IAMGOLD. IAMGOLD CORP: Implements Squeeze-Out for Euro Resources Shares -------------------------------------------------------------- IAMGOLD Corporation announced that its wholly-owned subsidiary IAMGOLD France S.A.S. has notified the Autorite des marches financiers ("AMF") in France of its intention to implement a squeeze-out under French law (the "Squeeze-Out") for the remaining 5,291,832 common shares ("EURO Shares") of EURO Resources S.A. ("EURO") that IAMGOLD France does not already own for cash consideration of €3.50 per EURO Share net of all applicable costs (the "Squeeze-Out Consideration") in accordance with the terms of IAMGOLD France's buy-out offer under French law to acquire all of the outstanding EURO Shares (the "Offer") that was approved by the AMF on January 23, 2024, as previously announced by the Company on November 14, 2023 and January 24, 2024. On February 13, 2024, the Euronext Paris stock exchange published a timetable for implementation of the Squeeze-Out and delisting of the EURO Shares on February 27, 2024, which is available on its website (https://www.euronext.com/fr/markets/paris). An offer document and information on the legal, financial and accounting characteristics of IAMGOLD France supplementing the offer document, prepared in accordance with French law and approved by the AMF on January 23, 2024, disclosing, among other things, the terms of, and proposed timetable for, the Offer as well as certain legal, financial and accounting information concerning IAMGOLD France are available on the websites of IAMGOLD (www.iamgold.com) and the AMF (www.amf-france.org), and under EURO's profile on SEDAR+ (www.sedarplus.ca). The IAMGOLD website does not constitute a part of, and is not incorporated by reference into, the offer document or any of the other mentioned documents. A reply document prepared by EURO, and approved by the AMF on January 23, 2024, and information on the legal, financial and accounting characteristics of EURO are available on the AMF website (www.amf-france.org) and EURO's website (www.goldroyalties.com). IAMGOLD has appointed Natixis as its Financial Advisor, Presenting and Guaranteeing Bank for the Offer. In connection with the Offer, Norton Rose Fulbright LLP is acting as French counsel to IAMGOLD and Fasken Martineau DuMoulin LLP is acting as Canadian legal counsel to IAMGOLD. About IAMGOLD Corporation Headquartered in Toronto, Canada, IAMGOLD Corporation is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa. In June 2023, S&P Global Ratings revised its outlook on IAMGOLD Corp. to positive from negative and affirmed its 'CCC+' issuer credit rating. At the same time, S&P lowered its issue-level rating on the company's unsecured notes to 'CCC' from 'CCC+' and revised its recovery rating to '5' from '4'. In September 2023, Egan-Jones Ratings Company maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by IAMGOLD. IBIO INC: The Vanguard Group Reports 0.23% Equity Stake ------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 8,439 shares of iBio, Inc.'s Common Stock, representing 0.23% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/4w3dnbru About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a preclinical stage biotechnology company that leverages the power of Artificial Intelligence (AI) for the development of precision antibodies. Its proprietary technology stack is designed to minimize downstream development risks by employing AI-guided epitope-steering and monoclonal antibody (mAb) optimization. iBio reported a net loss available to the Company's stockholders of $65.01 million for the year ended June 30, 2023, compared to a net loss available to stockholders of $50.39 million for the year ended June 30, 2022. As of June 30, 2023, the Company had $41.21 million in total assets, $25.83 million in total liabilities, and $15.38 million in total stockholders' equity. Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Sept. 27, 2023, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities for the years ended June 30, 2023 and 2022 and has an accumulated deficit as of June 30, 2023. These matters, among others, raise substantial doubt about its ability to continue as a going concern. INFINERA CORP: The Vanguard Group Holds 10.91% Equity Stake ----------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 24,750,346 shares of Infinera Corp.'s Common Stock, representing 10.91% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/5exd4b6w About Infinera Corp. Headquartered in Sunnyvale, Calif., Infinera Corp. -- www.infinera.com -- is a semiconductor manufacturer and a global supplier of networking solutions comprised of networking equipment, optical semiconductors, software and services. Infinera Corporation reported a net loss of $76.04 million for the year ended Dec. 31, 2022, a net loss of $170.78 million for the year ended Dec. 25, 2021, a net loss of $206.72 million for the year ended Dec. 26, 2020, and a net loss of $386.62 million for the year ended Dec. 28, 2019. Egan-Jones Ratings Company on August 10, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Infinera Corp. INSPIREMD INC: Nantahala Capital, Two Others Report 9.9% Stake -------------------------------------------------------------- Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that they beneficially own shares of InspireMD, Inc.'s Common Stock. As of December 31, 2023, Nantahala may be deemed to be the beneficial owner of 2,162,392 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 2,162,392 Shares include 95,936 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants. Each of the Reporting Persons may be deemed to be the beneficial owner of 9.9% of the total number of Shares outstanding (based upon information provided by the Issuer on Form 10-Q filed November 6, 2023, there were 21,549,639 Shares outstanding in addition to the 95,936 Shares issuable upon the exercise of the warrants). A full-text copy of the Report is available at http://tinyurl.com/2nfas7ca About InspireMD Headquartered in Tel Aviv, Israel, InspireMD, Inc. -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $18.49 million for the year ended Dec. 31, 2022, compared to a net loss of $14.92 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $24.65 million in total assets, $7.26 million in total liabilities, and $17.39 million in total equity. Tel-Aviv, Israel-based Kesselman&Kesselman, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. INSPIREMD INC: OrbiMed Entities Disclose Equity Stakes ------------------------------------------------------ OrbiMed Advisors, LLC and OrbiMed Capital GP IX, LLC disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned an aggregate amount of 2,133,405 and 1,878,704 shares of InspireMD, Inc.'s Common Stock, representing 9.9% and 8.7% of the shares outstanding, respectively. A full-text copy of the Report is available at http://tinyurl.com/3tt9328f About InspireMD Headquartered in Tel Aviv, Israel, InspireMD, Inc. -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $18.49 million for the year ended Dec. 31, 2022, compared to a net loss of $14.92 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $24.65 million in total assets, $7.26 million in total liabilities, and $17.39 million in total equity. Tel-Aviv, Israel-based Kesselman&Kesselman, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. INSPIREMD INC: Rosalind Advisors, 4 Others Disclose Equity Stakes ----------------------------------------------------------------- Rosalind Advisors, Inc, and affiliates, Rosalind Master Fund LP ("RMF"), Rosalind Opportunities Fund I LP ("ROFI"), Steven Salamon, and Gilad Aharon disclosed disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they collectively own shares of InspireMD, Inc.'s Common Stock. Rosalind Advisors, Inc., Steven Salamon, and Gilad Aharon each beneficially own 989,940 shares of Common Stock of InspireMD, Inc. Additionally, they each have 8,988,318 shares of Common Stock issuable upon exercise of warrants. This represents approximately 9.9% of the class. Rosalind Master Fund LP holds 705,066 shares of Common Stock and has 7,617,192 shares of Common Stock issuable upon exercise of warrants, representing 9.9% of the class. Rosalind Opportunities Fund I LP holds 284,874 shares of Common Stock and has 1,371,126 shares of Common Stock issuable upon exercise of warrants, representing 5.4% of the class. A full-text copy of the Report is available at http://tinyurl.com/2ryxxc7s About InspireMD Headquartered in Tel Aviv, Israel, InspireMD, Inc. -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $18.49 million for the year ended Dec. 31, 2022, compared to a net loss of $14.92 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $24.65 million in total assets, $7.26 million in total liabilities, and $17.39 million in total equity. Tel-Aviv, Israel-based Kesselman&Kesselman, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. INTELLIPHARMACEUTICS: Armistice, Steven Boyd No Longer Hold Shares ------------------------------------------------------------------ Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they ceased to beneficially own shares of Intellipharmaceutics International, Inc.'s common stock. A full-text copy of the Report is available at http://tinyurl.com/m5959kaw About Intellipharmaceutics Intellipharmaceutics International Inc. is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. The Company's patented Hypermatrix technology is a multidimensional controlled-release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology platform, the Company has developed several drug delivery systems and a pipeline of products (some of which have received FDA approval) and product candidates in various stages of development, including ANDAs filed with the FDA (and one ANDS filed with Health Canada) and one NDA filing, in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract ("GIT"), diabetes and pain. Intellipharmaceutics reported a net loss and comprehensive loss of$2.89 million for the year ended Nov. 30, 2022, compared to a net loss and comprehensive loss of $5.14 million for the year ended Dec. 31, 2021. As of Aug. 31, 2023, the Company had $1.56 million in total assets, $14.44 million in total liabilities, and a total shareholders' deficiency of $12.87 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 5, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. INVITAE CORP: Court Okays Sell-Down Protocols for Trading Claims ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey entered an order establishing a record date for potential notice and sell-down procedures for trading in certain claims against Invitae Corporation and its debtor-affiliates. Pursuant to the record date order, claimholders and potential purchasers of claims against the Debtors are hereby notified that claimholders that acquire after the record cate in an amount that would entitle them to receive more than 4.5% of the stock of the reorganized Debtors under the Debtors' plan of reorganization may be subject to a required sell-down of any claims purchased after the record date. Upone the request of any person or entity, the Debtors' proposed claims and noticing agent, Kurtzman Carson Consultants LLC, will provide a copy of the record date order in a reasonable amount of time. Complete copies of the motion and record date order are available via PACER on the Court's website at https://www.njb.uscourts.gov for a fee, or free of charge by accessing the Debtors' restructuring website at https://www.kccllc.net/invitae. About Invitae Corp Invitae Corporation is a medical genetics company that is in the business of delivering genetic testing services, digital health solutions, and health data services that support a lifetime of patient care and improved outcomes. Invitae Corp. and five of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Lead Case No. 24-11362) on Feb. 13, 2024. In the petition filed by Ana Schrank, chief financial officer, disclosed $535,115,000 in assets against $1,618,519,000 in debt. Kirkland & Ellis LLP and Kirkland & Ellis International LLP are the Debtors' bankruptcy counsel and Cole Schotz, P.C. is the Debtors' co-bankruptcy counsel. Moelis & Company LLC is the Debtors' investment banker. FTI Consulting Inc is the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC is the Debtors's notice and claims agent. Deloitte Touche Tohmatsu Limited serves as the Debtors' tax advisor. JCS HOSPITALITY: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Wilmington Division, authorized JCS Hospitality LLC to use cash collateral, on an interim basis, in accordance with the budget. The Debtor requires the use of cash collateral to pay operating expenses, including purchasing food, payroll, office expenses, insurance premiums, utilities, and other normal operating expenses. Prior to the Petition Date, certain UCC-1 filings were on record as related to the Debtor. In order of priority, the purported UCC liens against the cash collateral of the Debtor are: a. File no. 20190023377F; filed on March 8, 2019 in favor of the First Bank; b. File no. 20210027391J; filed on March 5, 2021 in favor of US Foods, Inc.; c. File no. 20230052984G; filed on April 26, 2023 in favor of FTC Advance. There also appear of record two UCC filings where CT Corporation System is listed as the Secured party, and four UCC filings where Corporation Service Company is the Secured Party. These were filed between March 2023 and September 2023. Upon information and belief, these filing relate to Merchant Cash Advances. However, at this time, it cannot be determined which MCA each UCC filing belongs to. Nevertheless, once the identity of these MCAs is determined, the Debtor states it will object to any claim (including any secured claim) held by the respective MCAs. As adequate protection, the Secured Creditors will retain a continuing and replacement post-petition lien and security interest in all property, receivables and assets of the Debtor and the proceeds thereof, whether acquired pre-petition or post-petition. A further hearing on the matter is set for March 6, 2024 at 11 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=ws9J15 from PacerMonitor.com. The Debtor projects $135,000 in income and $134,300 in expenses for the period from February 16, 2024 through March 17, 2024. About JCS Hospitality LLC JCS Hospitality LLC operates a restaurant in downtown Wilmington, North Carolina called the Fork n Cork that has been featured on the hit television show Diners, Drive-Ins and Dives. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00508-5-PWM) on February 16, 2024. In the petition signed by Patricia Diane Smith, managing member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Pamela W. McAfee oversees the case. Richard P. Cook, Esq., at Richard P. Cook. PLLC, represents the Debtor as legal counsel. JETASAP LLC: Unsecured Creditors to Split $230K in Plan ------------------------------------------------------- JetASAP, LLC submitted a Second Amended Plan of Reorganization dated February 20, 2024. This Plan provides for 1 class of unsecured claims; and 1 class of equity security holders. On the Petition Date (July 7, 2023), the Debtor had no employees. In 2022, the Debtor had gross revenues in the amount of $130,100.00; and in 2023, the Debtor had gross revenues in the amount of $247,456.70. Class 1 consists of the Allowed Class 1 General Unsecured Claims against the Debtor. This Class is Impaired. The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay Class 1 a pro rata portion of $230,000.00, which will be funded by the Capital Infusion Donor in the event that holders of Allowed Class 1 General Unsecured Claims have voted to accept this Plan such that the Plan is confirmed consensually pursuant to Section 1191(a) of the Bankruptcy Code. Allowed Class 1 General Unsecured Claims shall receive their respective pro rata payments from the $230,000.00 capital infusion on the Effective Date. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income projected by the Debtor to be received in the 3-year period beginning on the date that the first payment is due under the Plan. Holders of Allowed Class 1 General Unsecured Claims shall be paid directly by the Debtor. Further, on the Effective Date the remaining balance of the $50,000 debtor-in possession loan from GV1 Funding, LLC to the Debtor shall be forgiven. Class 2 consists of any and all equity interests and warrants currently issued or authorized in the Debtor. This Class is Impaired. This Plan will be funded in large part by the Capital Infusion Donor. On the Effective Date the following shall occur: (i) payment of $230,000.00 by the Capital Infusion Donor to the Debtor for distribution to Class 1 Allowed General Unsecured Claims; and (ii) Lisa Sayer shall transfer 67% of her membership interests in the Reorganized Debtor to the Capital Infusion Donor. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Second Amended Plan dated February 20, 2024 is available at https://urlcurt.com/u?l=VQMyV4 from PacerMonitor.com at no charge. Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Fax: 407 894 8559 E-mail: jeff@bransonlaw.com About JetASAP LLC JetASAP, LLC, acts as a conduit between a charter customer and a certificated air carrier. It provides subscribers a full suite of services to manage every step of the searching and sourcing process. These tools include the JetRATE intelligent pricing tool that offers flyers insight into expected market pricing for any trip; the ability to submit trip requests to over 700 charter operators and receive live bookable quotes commission free; exclusive partner services at discounted rates such as Charter Flight Support's aircraft coverage and support when a booked aircraft becomes unavailable due to a mechanical; innovative search tools such as the JetSEARCH operator directory; and live operator availability, including empty legs and one way flight deals. JetASAP filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03019) on July 27, 2023, with $29,093 in assets and $3,498,814 in liabilities. Lisa Sayer, chief executive officer, signed the petition. Judge Grace E. Robson oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's legal counsel. JL TEXAS PALLETS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: JL Texas Pallets & Logistics LLC 6838 Bourgeois Road Houston, TX 77066 Business Description: The Debtor is a new pallet manufacturer. Chapter 11 Petition Date: February 28, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-30802 Judge: Hon. Jeffrey P Norman Debtor's Counsel: Robert C. Lane, Esq. THE LANE LAW FIRM 6200 Savoy Dr Ste 1150 Houston TX 77036-3369 Tel: (713) 595-8200 E-mail: notifications@lanelaw.com Total Assets: $275,185 Total Debts: $1,425,750 The petition was signed by Jerry Marshal as JSM member. 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/GLYKODQ/JL_Texas_Pallets__Logistics_LLC__txsbke-24-30802__0001.0.pdf?mcid=tGE4TAMA KENNESAW FALLS: Lender Seeks to Prohibit Cash Collateral Access --------------------------------------------------------------- ServisFirst Bank asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to prohibit Kennesaw Falls Holdings, LLC from using cash collateral. The Debtor collects rental income from the Real Property, which constitutes cash collateral. The Debtor has not filed a motion requesting authorization to use cash collateral. Any use of cash collateral during the pendency of the case has been in violation of the Bankruptcy Code. As of the Petition Date, ServisFirst holds a secured claim in the principal amount of $2.3 million, accrued interest through February 6, 2024 in the amount of $76,285, late charges of $1,750, collection costs of $7,649, advertising expense of $805, plus additional fees and costs and attorney's fees pursuant to a Real Estate Note in the original principal amount of $2.530 million naming the Debtor as Borrower and ServisFirst as Lender. The Debt is secured by a first priority lien on the Debtor's Real Property pursuant to the "Deed to Secure Debt, Security Agreement, and Uniform Commercial Code Fixture Filing" recorded on June 17, 2019, on the Records of the Clerk, Cobb County Superior Court. The U.S. Small Business Administration asserts a second priority lien on the Debtor's Real Property and second priority security interest in the Debtor's cash collateral pursuant to a Security Deed naming Capital Partners Development Company as lender and recorded at Deed Book 15638, Page 5084 on June 19, 2019 in the real property records of Cobb County, Georgia securing indebtedness in the original principal amount of $2.092 million and the Assignment of Leases and Rents recorded at Deed book 15368, Page 460 of said records. A copy of the motion is available at https://urlcurt.com/u?l=ed2hwO from PacerMonitor.com. About Kennesaw Falls Holdings, LLC Kennesaw Falls Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-51415) on February 6, 2024. In the petition signed by Brenda Carter, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lisa Ritchey Craig oversees the case. Paul Reece Marr, Esq., at PAUL REECE MARR, P.C., represents the Debtor as legal counsel. LEGACY-XSPIRE HOLDINGS: Court OKs Interim Cash Collateral Access ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Legacy-Xspire, Holdings LLC and affiliates to use the cash collateral of the Secured Creditors, Valley National Bank and Plexus Fund IV-A, L.P., on an interim basis in accordance with the budget. The court said Secured Creditors will have perfected post-petition liens and security interests against (a) the cash collateral and (b) upon all post-petition property of the Debtors that is similar to the pre-petition property on which the Secured Creditors held their prepetition liens, to the same extent and with the same validity and priority as the prepetition liens and security interests of the Secured Creditors, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. In the event that the adequate protection granted to the Secured Creditors in the Interim Order fails to adequately protect the interests of the Secured Creditors in the cash collateral and the property subject to their pre-petition liens and security interests, the Secured Creditors are granted an administrative expense claim which will have priority of the kind specified in 11 U.S.C. Section 507(b) over any and all administrative expenses of the kind specified in 11 U.S.C. Section 507(a)(1). A continued hearing on the matter is set for March 7, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=NSlFxz from PacerMonitor.com. About Legacy-Xspire Holdings LLC Legacy-Xspire Holdings LLC market and distribute niche branded and generic prescription products to physicians, pharmacies, wholesale distributors, and specialty pharmaceutical distributors across the United States. Legacy-Xspire's product portfolio consists primarily of therapies for pain management and steroid-responsive disease states. Legacy-Xspire Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04251) on Sept. 26, 2023. In the petition filed by Greg Stokes, as CEO, the Debtor reports estimated assets between $50 million and $100 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Roberta A. Colton oversees the case. The Debtor is represented by Steven M Berman, Esq. of Shumaker, Loop & Kendrick, LLP. LIVEONE INC: Rho Ventures, 8 Others Report Equity Stake ------------------------------------------------------- Rho Ventures VI LP and its affiliates filed a Schedule 13G/A with the U.S. Securities and Exchange Commission disclosing beneficial ownership of LiveOne, Inc.'s Common Stock as of December 31, 2023. Reporting Persons Beneficial Ownership Percentage of Class Rho Ventures VI LP 1,756,599 1.9% Rho Ventures V LP 1,756,599 1.9% Rho Ventures V Affiliates LLC 1,756,599 1.9% RMV VI LLC 1,756,599 1.9% RMV V LLC 1,756,599 1.9% Rho Capital Partners LLC 1,756,599 1.9% Joshua Ruch 1,756,599 1.9% Mark Leschly 1,756,599 1.9% Habib Kairouz 1,756,599 1.9% RMV VI is the general partner of RV VI and RCP is the managing member of RMV VI. RMV V is the general partner of RV V and the managing member of RV V Affiliates, and RCP is the managing member of RMV V. As such, (i) RMV VI and RCP possess power to direct the voting and disposition of the shares owned by RV VI and may be deemed to have indirect beneficial ownership of the shares held by RV VI and (ii) RMV V and RCP possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RMV VI, RMV V and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RCP and as such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV VI, RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV VI, RV V and RV V Affiliates. Ruch, Kairouz and Leschly hold no shares of the Issuer directly. The percentage set forth above is calculated based on 91,175,153 shares of Common Stock reported to be outstanding as of November 17, 2023 as set forth in the Issuer's Form 10-Q for the period ended September 30, 2023, as filed with the SEC on November 20, 2023. A full-text copy of the Report is available at http://tinyurl.com/bdhjcpmm 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 Dec. 31, 2023, the Company had $65.83 million in total assets, $56.64 million in total liabilities, $4.93 million in mezzanine equity, and $4.25 million in total equity. 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. LOCAL GYM: Seeks to Use Cash Collateral --------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Rome Division, authorized The Local Gym, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 15% variance. In 2022, the Debtor needed cash, and entered into a credit relationship with EBF Moldings, LLC d/b/a Everest Business Funding, which relationship was essentially a Merchant Cash Advance arrangement. Thereby, Everest acquired a lien on the Debtor's accounts receivable that derived from the Debtor's monthly income in the ordinary course. The current approximate owed to Everest is approximately $50,000. Corporation Service Company acts as the representative of Everest, and is the nominal secured party on the UCC-I. The estimated secured claim is $50,000. As adequate protection for the use of cash collateral, the Lenders are granted a conditional replacement lien in the Debtor's assets of the same type as its prepetition collateral to the extent that the Debtor's use of cash collateral results in a decrease in value of their interest in such property to the same extent, validity and priority as their lien in the cash collateral on the petition date. A copy of the order is available at https://urlcurt.com/u?l=XFn5ut from PacerMonitor.com. About The Local Gym, LLC The Local Gym, LLC is a membership-based gym located in Paulding County, Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-41899) on December 22, 2023. In the petition signed by Bryan Wetzel, manager, the Debtor disclosed up to $50,000 in both assets and liabilities. Judge Barbara Ellis-Monro oversees the case. Michael Familetti, Esq., at Familetti Law Firm, represents the Debtor as legal counsel. LOGANSPORT MACHINE: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana, South Bend Division, authorized Logansport Machine Co., Inc. to use cash collateral, on a final basis, in accordance with the budget, with a 10% variance. 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. As adequate protection for the use of cash collateral, MMG Investments III, LLC, Manufacturers Capital, a Division of Commercial Credit Group, Inc., and the United States Small Business Administration will each have a replacement lien, retroactive to the petition date, on the Debtor's post-petition assets in the same priority, extent and validity as existed as of the petition date. In accordance with 11 U.S.C. Section 507(b), MMG, CCG and the SBA will each have an allowed superpriority administrative expense, effective retroactively to the petition date, in the Debtor's bankruptcy estate to the extent that their replacement liens do not adequately protect them against the diminution in value of cash collateral in such amount as may be determined by the Court. The Superpriority Admin Expense so determined will be in the same priority, extent and validity of the liens of MMG, CCG and the SBA that existed as of the petition date. The Debtor will maintain adequate insurance coverage in amounts reasonably acceptable to MMG, CCG, and SBA on any insurable assets which are subject of the secured creditors' secured claims. The events that constitute an "Event of Default" include: 1) Failure to comply with any of the adequate protection or reporting obligations; 2) Failure to comply with the terms of the Agreed Order, any other order, or the Debtor's failure to comply with the requirements imposed by the United States Trustee's Office; and 3) The Debtor makes any payment not set forth in the projected budget, except that the Debtor may exceed budgeted expenditures only as may be provided for or to the extent the Debtor limits or reduces expenses in other categories so that the resulting effect is that the total expenditures during the budget period do not exceed the allowed expenditures. A status hearing is set for May 8, 2024 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=CPU4Ln 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: The Vanguard Group Holds 11.73% Equity Stake ---------------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 118,327,820 shares of Lumen Technologies Inc.'s Common Stock, representing 11.73% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/5n8729ed About Lumen Technologies Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is an international facilities-based technology and communications company focused on providing its business and mass markets customers with a broad array of integrated products and services necessary to fully participate in its ever-evolving digital world. The Company's platform empowers its customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access and reduce costs -- allowing customers to rapidly evolve their IT programs to address dynamic changes. * * * As reported by the TCR on Feb. 22, 2024, Moody's Investors Service downgraded Lumen Technologies, Inc.'s corporate family rating to Caa2 from Caa1 and its probability of default rating to Caa2-PD from Caa1-PD. The CFR downgrade reflects Lumen's continued weak operating performance and medium to longer term refinancing risks. MAG DS CORP: Moody's Affirms 'B3' CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed MAG DS Corp's B3 corporate family rating and B3-PD probability of default rating. Concurrently, Moody's affirmed the B3 rating on MAG's senior secured bank credit facilities due April 2025 and April 2027. The outlook is stable. Affirmation of the ratings reflect Moody's expectation of significant deleveraging and improvement in operating performance once a previously announced new contract award becomes operational in the second half of 2024. Liquidity will remain adequate, supported by positive free cash flow and only modest draws on its revolver over the next 12 to 18 months. RATINGS RATIONALE The B3 CFR reflects the volatility of MAG's revenue base, contract concentration and ability to bid as a prime contractor on government contracts. The company generates less than $500 million of revenue annually and is subject to sudden changes in revenue such as when the US military withdrew from Afghanistan in August 2021. MAG was awarded the US Army's ATHENA-R program in August 2023 which Moody's expects will drive significant improvement in revenue and profitability, albeit while requiring significant debt-funded upfront capital investment. As a result, Moody's expects adjusted debt/EBITDA of over 10.0 times as of September 30, 3023 will decline to around 5.0 times in next 12-18 months. Liquidity will remain adequate, supported by positive free cash flow following the commencement of the new mission in the second half of 2024. The ratings are supported by MAG's strong operational capabilities, niche focus, and bidding qualifications that enable competition against larger and better capitalized contractors. The US government will continue to invest in surveillance technologies, providing MAG with revenue stability. The stable outlook reflects Moody's expectation that the ATHENA-R program will commence on schedule and generate sufficient earnings to deleverage the business by 2025. Liquidity will be adequate though additional investments will be needed in the first half of 2024 to launch the new program. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings may be upgraded if the company generates significant organic growth, sustains debt/EBITDA below 5.0 times and generates free cash-flow to debt of at least 5%. EBIT/Interest expense above 1.0 time would also support an upgrade. Ratings may be downgraded if the ATHENA-R mission is significantly delayed or sustains material cost overruns. Any erosion of liquidity or debt/EBITDA sustained above 7.5 times may also support a downgrade. MAG DS Corp, headquartered in Fairfax, Virginia, is a technology services company delivering full-spectrum, joint-domain, command and control services and engineering solutions around the world. The Company specializes in C5ISR (Command, Control, Communications, Computers, Combat Systems, Intelligence, Surveillance, and Reconnaissance) by using both manned and unmanned platforms to conduct a variety of training, coordination, data gathering and analysis, maintenance, and integration services using both government and contractor-owned assets. Additionally, MAG provides networking engineering, cyber security, electronic warfare, and software design and development services to the United States (U.S.) Department of Defense, as both a prime and subcontractor. MAG is majority-owned by entities of New Mountain Capital. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. MAGNA SERVICE: Court OKs Cash Collateral Access Thru May 15 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Magna Service Agency, Inc. to use cash collateral, on an interim basis, in accordance with the budget, through May 15, 2024 at 2 p.m., at which time a final hearing on the motion will take place. The court said prepetition liens of First National Bank of Pennsylvania will be continued post-petition as to both prepetition and post-petition assets, but the value of the FNB's liens will not be greater post-petition than the value thereof at the time of the filing of the bankruptcy petition initiating the case, plus accruals and advances thereafter, and minus payments to FNB thereafter. No additional financing statements need to be filed to perfect such post-petition liens and security interests. The pre-petition record liens of any other creditor with an alleged interest in cash collateral will continue post-petition, to the extent it is determined, a valid lien exists, but said liens will not be greater post-petition than the value of their lien at the inception of the Chapter 11 case plus accruals and advances, thereafter minus any payments by the Debtor. Further, any replacement lien will not attach to potential avoidance actions to be filed by the Parties. The Debtor will make a one-time payment of $14,728 within seven days of the Order which represents the unpaid pre-petition interest due FNB. Commencing on or by March 1, 2024, and the 1st day of each succeeding month until further order of court, the Debtor will remit a monthly payment to FNB in the amount of $4,216. A copy of the order is available at https://urlcurt.com/u?l=Y4fXjB from PacerMonitor.com. About Magna Service Agency, Inc. Magna Service Agency, Inc. provides the trucking industry with experienced, dependable, professional, and safe drivers. Magna Service Agency also provides the trucking industry with certified pilot car, escort vehicles and pole cars for over-dimensional/over-weight loads. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-20318) on February 9, 2024. In the petition signed by Todd Matthew Bauer, chief executive officer, the Debtor disclosed $839,413 in assets and $7,159,710 in liabilities. Judge Gregory Taddonio oversees the case. Corey J. Sacca, Esq., at BONONI & COMPANY, P.C., represents the Debtor as legal counsel. MICHIGAN MEDICAL: Ongoing Operations to Fund Plan ------------------------------------------------- Michigan Medical Group, P.C. and Najam Syed filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Combined Plan of Reorganization dated February 20, 2024. Organized in 2001, MMG is a medical practice located in Taylor, Michigan that specializes in internal medicine. MMG's sole shareholder is Dr. Syed. The majority of the Debtors' value arise from MMG's ongoing operations and ability to continue to provide services to patients. Prior to filing, Dr. Syed was the owner of a related entity called Michigan Medical Associates, P.C. ("MMA"). MMA was a financial drain on the resources of the Debtors. The Subchapter V bankruptcy was necessary to focus on the success of MMG and the Debtors to address outstanding amounts owed to the SBA, Chase Bank, Internal Revenue Service, the State of Michigan, and business loans. Class V consists of the Holders of Allowed Unsecured Claims against the Debtors. Neither pre-confirmation interest nor post-confirmation interest on Allowed Class V Claims will be paid. A Creditor in this Class shall receive a pro rata distribution incident to its Allowed Unsecured Claim based on 4 payments each year by the Debtors of $5,000.00 for 5 years. The first quarterly payment shall be due on or before March 1st. The second quarterly payment will be due on or before June 1st. The fourth quarterly payment will be due on or before September 1st. The fourth quarterly payment will be due on or before December 1st. Payments will begin on September 1, 2024 and such payments shall continue to be made until the earlier occurs of (i) the respective Claim is paid in full; or (ii) July 31, 2029. This Class is impaired. On the effective date, all of MMG's and Dr. Syed's rights, titles, and interests in and to all of his property shall revest in the Reorganized Debtors free and clear of any claims or interests, including liens, except as expressly provided in this Plan. A full-text copy of the Combined Plan of Reorganization dated February 20, 2024 is available at https://urlcurt.com/u?l=15iWHY from PacerMonitor.com at no charge. Counsel for the Debtors: Elliot G. Crowder, Esq. Ernest M. Hassan, III, Esq. Stevenson & Bullock, PLC 26100 American Drive, Suite 500 Southfield, MI 48034 Tel: (248) 354-7906 Fax: (248) 354-7907 Email: ecrowder@sbplclaw.com About Michigan Medical Group Organized in 2001, Michigan Medical Group, P.C. is a medical practice located in Taylor, Mich., that specializes in internal medicine. Its sole shareholder is Dr. Najam K. Syed. Michigan Medical Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-50240) on Nov. 22, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Najam Syed, president, signed the petition. Dr. Najam Syed also commenced a personal Chapter 11 bankruptcy case (Bankr. E.D. Mich. Case No.23-50241) on Nov. 22, 2023. Mr. Syed's case is jointly administered with Michigan Medical's. Judge Mark A. Randon oversees the cases. The Debtors are represented by Elliot G. Crowder, Esq., a practicing attorney in Canton, Mich. MOBIQUITY TECHNOLOGIES: Walleye Entities Cease Ownership of Shares ------------------------------------------------------------------ Walleye Opportunities Master Fund, Ltd and Walleye Capital, LLC disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they ceased to beneficially own shares of Mobiquity Technologies, Inc's common stock. A full-text copy of the Report is available at http://tinyurl.com/2j52r8de About Mobiquity Technologies Inc. Headquartered in Shoreham, NY, Mobiquity Technologies, Inc., is a next-generation advertising technology, data compliance and intelligence company which operates through our various proprietary software platforms. The Company's product solutions are comprised of three proprietary software platforms: Advertising Technology Operating System (ATOS Platform); Data Intelligence Platform; and publisher Platform for Monetization and Compliance. The Company reported a net loss of $8.06 million in 2022, compared to a net loss of $18.33 million in 2021. As of Sept. 30, 2023, the Company had $3.28 million in total assets, $1.73 million in total liabilities, and $1.55 million in total stockholders' equity. Mobiquity's management concluded that there is substantial doubt about the Company's ability to continue as a going concern within the next 12 months, the Company disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended September 30, 2023. As of September 30, 2023, the Company reported accumulated deficit of $215,727,236, and working capital deficit of $1,448,281. MOVING & STORAGE: Wins Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized the Geoffrey Groshong, the Subchapter V Trustee of Moving & Storage Solutions, Inc. to use cash collateral on an interim basis, in accordance with the budget, with a 15% variance. Specifically, the Subchapter V Trustee is authorized to use cash collateral for payment of post-petition operating expenses including future payroll and related taxes. As adequate protection for the use of the cash collateral, the Court grants Banker's Healthcare Group, LLC/Pinnacle Bank, Banker's Healthcare Group, LLC/State Bank of Mendocino County, Banker's Healthcare Group, LLC/First State Bank (or their assigns), Kapitus, Fox Capital Group and Fundr with an interest in cash collateral replacement liens in the debtor's post-petition assets in which Secured Creditors held valid and perfected liens prior to the petition date and all cash or other proceeds generated post-petition by such pre-petition collateral to the same extent, validity and priority as existed on the pre-petition collateral to the extent that any cash collateral of the Secured Creditors are actually used by the Subchapter V Trustee. The Subchapter V Trustee is authorized to make periodic cash payments in the amount of $300 per month to Banker's Healthcare Group, LLC/Pinnacle Bank as adequate protection. The Subchapter V Trustee's authority to use cash collateral will terminate on the date when one or more of the following conditions has occurred or has been met: a. May 15, 2024; b. The Court enters an order converting the case under Chapter 7 of the Bankruptcy Code, or the Subchapter V Trustee has filed a motion or has not timely opposed a motion seeking such relief; c. The Court enters an order appointing or electing a trustee, examiner or any other similar entity with expanded powers; d. The Court enters an order dismissing this case, or the Subchapter V Trustee has filed a motion or has not timely opposed a motion seeking such relief; e. The Court enters any order that stays, modifies, or reverses the Final Order; f. Confirmation of the debtor's plan, whichever is sooner. A copy of the order is available at https://urlcurt.com/u?l=FomZz2 from PacerMonitor.com. About Moving & Storage Solutions Inc. Moving & Storage Solutions Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-10039-CMA) on January 9, 2024. In the petition signed by David Powell, president, the Debtor disclosed up to $5000,000 in assets and up to $1 million in liabilities. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. NABORS INDUSTRIES: The Vanguard Group Holds 8.23% Equity Stake -------------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 779,035 shares of Nabors Industries Ltd.'s Common Stock, representing 8.23% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/5n76kdt2 About Nabors Nabors Industries Ltd. (NYSE: NBR) owns and operates land-based drilling rig fleets and provides offshore platform rigs in the United States and several international markets. Nabors also provides directional drilling services, tubular services, performance software, and innovative technologies for its own rig fleet and those of third parties. Nabors Industries reported a net loss of $307.22 million in 2022, a net loss $543.69 million in 2021, a net loss of $762.85 million in 2020, a net loss of $680.51 million in 2019, a net loss of $612.73 million in 2018, and a net loss of $540.63 million in 2017. As of Sept. 30, 2023, the Company had $4.72 billion in total assets, $3.34 billion in total liabilities, $834.19 million in redeemable noncontrolling interest in subsidiary, and $548.17 million in total equity. * * * Egan-Jones Ratings Company on September 28, 2023, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Nabors Industries, Inc. to CCC+ from CCC-. NANO MAGIC: Ronald Berman, 6 Others Disclose Equity Stake --------------------------------------------------------- Ronald J. Berman and affiliated entities filed a Schedule 13D/A with the U.S. Securities and Exchange Commission disclosing beneficial ownership of Nano Magic Inc.'s Common Stock as of December 5, 2023. Reporting Person Total Beneficial Ownership Percent, fully diluted Ronald J. Berman 12,644,686 54.5 Tom J. Berman 13,555,862 58.4 PEN Comeback, LLC 3,349,467 14.4 PEN Comeback 2, LLC 2,842,670 12.2 Magic Growth, LLC 1,961,496 8.4 Magic Growth 2 LLC 2,308,912 9.9 Magic Growth 3 LLC 1,483,254 6.4 Group Total 14,254,749 61.4 A full-text copy of the Report is available at http://tinyurl.com/3vmh55tx About Nano Magic Headquartered in Madison Heights, Michigan, Nano Magic Inc. -- www.nanomagic.com -- develops, commercializes and markets nanotechnology powered consumer and industrial cleaners and coatings to clean, protect, and enhance products for peak performance. Consumer products include lens and screen cleaners and coatings, anti-fog solutions, and household and automobile cleaners and protective coatings sold direct-to-consumer and in big box retail. Nano Magic reported a net loss of $2.10 million for the year ended Dec. 31, 2022, compared to a net loss of $1.57 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, Nano Magic has $3.5 million in total assets and $2.5 million in total liabilities. Sterling Heights, Michigan-based UHY LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 11, 2023, citing that the Company has recurring losses from operations, negative cash flow from operations, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As reflected in the unaudited consolidated financial statements, the Company had losses from continuing operations and net cash used by continuing operations of $2,003,577 and $1,057,794 for the nine months ended September 30, 2023, and a loss from continuing operations of $2,448,637 and cash used by continuing operations $1,488,818 for the nine months ended September 30, 2022. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these unaudited consolidated financial statements are issued, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. NATIVE WASHINGTONIAN: Case Summary & Six Unsecured Creditors ------------------------------------------------------------ Debtor: Native Washingtonian, LLC 3901 17th Place, NE Washington, DC 20018 Business Description: Native Washingtonian is primarily engaged in renting and leasing real estate properties. The Debtor is the owner of six real properties located in Washington, DC having a total value of $5.25 million. Chapter 11 Petition Date: February 27, 2024 Court: United States Bankruptcy Court District of Columbia Case No.: 24-00058 Judge: Hon. Elizabeth L Gunn Debtor's Counsel: William C. Johnson, Jr., Esq. THE JOHNSON LAW GROUP, LLC 6305 Ivy Lane Suite 630 Greenbelt, MD 20770 Tel: (301) 477-3450 Fax: (301) 477-4813 Email: William@JohnsonLG.Law Total Assets: $5,246,100 Total Liabilities: $4,387,873 The petition was signed by Marcus Sands as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7DOHUAI/Native_Washingtonian_LLC__dcbke-24-00058__0001.0.pdf?mcid=tGE4TAMA NEILLY'S FOOD: Lender Seeks to Prohibit Cash Collateral Access -------------------------------------------------------------- JTS Capital 3, LLC asks the U.S. Bankruptcy Court for the Middle District of Pennsylvania to prohibit Neilly's Food, LLC from using cash collateral. The Debtor is obligated to JTS pursuant to a Promissory Note dated May 2, 2017, in the original principal amount of $100,000 and a Promissory Note dated October 11, 2017, in the original principal amount of $89,575. The Notes are secured by, inter alia, the Commercial Security Agreements dated May 2, 2017 and October 11, 2017, which grant JTS first priority liens on all of the Debtor's personal property assets including its cash and cash collateral. The total estimated indebtedness owed as of the Petition Date under the Loan Documents was $125,640, which amount does not include the amounts owed for attorney's fees, interest, and related charges also owing by the Debtor to JTS under the Loan Documents. On October 26, 2023, the Court entered the Second Cash Collateral Order, which, inter alia, provides that the Debtor is required to make adequate assurance monthly payments of $657 to JTS. As of the filing of the Motion, JTS has not received any of the adequate assurance monthly payments required under the Cash Collateral Order. On December 4, 2023, counsel for JTS notified counsel for the Debtor that the Debtor had failed to make the adequate assurance payments for November and December in accordance with the Cash Collateral Order. On December 18, 2023, counsel for JTS notified counsel for the Debtor that the Debtor had failed to make the November and December adequate protection payments and the Debtor was in default of the Cash Collateral Order. Due to the default under the Cash Collateral Order, the Debtor is no longer able to use JTS' cash collateral. On December 18, 2023, the Debtor filed its Plan of Reorganization. On January 17, 2024, JTS, through counsel, filed its Objection to the Plan, which, inter alia, objected to confirmation of the Plan for the Debtor's failure to comply with the Cash Collateral Order and make any of the adequate assurance payments to JTS required therein. A continued hearing on the confirmation of the Plan is set for April 2, 2024. The Debtor is continuing to operate and utilize JTS's cash collateral despite its failure to adhere to the requirements under the Cash Collateral Order, namely making the adequate assurance payments to JTS. The Debtor's failure to remit adequate assurance payments in compliance with the terms of the Cash Collateral Order is a default under the Cash Collateral Order that has left JTS without adequate protection of its rights in the cash collateral. If the Debtor is unable to comply with the requirements of the Cash Collateral Order and make adequate assurance payments, JTS requests that that the Court enter an order granting JTS relief from the automatic stay pursuant to 11 U.S.C. section 362(d), allowing JTS to enforce the terms of the Loan Documents, and allowing it to seek any and all remedies that are available to JTS with regards to the cash collateral. A hearing on the matter is set for March 19, 2024 at 9:30 a.m. A copy of the motion is available at https://urlcurt.com/u?l=Qba02z from PacerMonitor.com. About Neilly's Food, LLC Neilly's Food, LLC is a manufacturer and distributor of healthy multicultural meal solutions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-02135) on September 19, 2023. In the petition signed by Albert Ndjee, manager/member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Henry W. Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky PC, represents the Debtor as legal counsel. NEWELL BRANDS: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Newell Brands Inc.'s Long-Term Issuer Default Rating (IDR) at 'B+' and unsecured notes at 'BB-'/'RR3'. Fitch has upgraded the revolving credit facility to 'BB+'/'RR1' from 'BB-'/'RR3', given the recent amendment that resulted in the revolving facility becoming secured, with the facility size reduced to $1.0 billion from $1.5 billion. The Rating Outlook is Stable. Newell's ratings reflect ongoing challenges that indicate significantly reduced medium-term earnings power and cash flow. Beyond the overall slowdown in discretionary consumer spending, execution risk remains a concern, as Newell continues to realign and restructure its business segments and supply chain network and reposition its brand portfolio, which could further disrupt operations. Fitch therefore expects EBITDA to remain below $1 billion, with EBITDA leverage (gross debt/EBITDA) elevated at just over 6x in 2024 and the high 5x in 2025. Continued weakness leading leverage to sustain above 6x beginning in 2025 would be a ratings concern. KEY RATING DRIVERS Accelerated Declines: Newell's operations beginning 2H22 have been challenged by changing consumer behavior with a shift toward services after strong pandemic-induced demand, a slowdown in consumer spending on discretionary products given moderating consumer fundamentals, and declining customer orders as retailers reduce inventory levels across general merchandise categories. This has been compounded by the company's brand execution challenges. The company saw significant margin headwinds from cost inflation, an increase in advertising and promotion expense as a percentage of sales and an unfavorable impact from foreign exchange, partially offset by pricing, productivity savings and lower overhead costs. Core sales (a Newell metric that eliminates the impact of M&A and other non-comparable factors such as category exits) declines accelerated into 2023, with core sales declines of around 12% and a Fitch-adjusted EBITDA margin of 10.4%, with EBITDA declining to $840 million from about $1.2 billion in 2022. Fitch expects 2024 core sales to decline in the mid-single digit range with overall net sales declines in the high-single digit range, and for EBITDA to remain below $1 billion with EBITDA margins in the 11% range. EBITDA margins are expected to improve toward 12% in 2025/26 assuming the top line could stabilize, but remain well below the 14% range achieved pre-2022. Elevated Leverage: Gross leverage increased to 6.2x in 2023, versus 4.9x in 2022 and 3.7x in 2021, given the decline in EBITDA. Fitch expects EBITDA leverage to remain elevated around 6x in 2024 with EBITDA levels relatively flat in the mid-$800 million range and trend to the mid to high 5x thereafter. The inability to reduce leverage below 6x beginning 2025 would be a ratings concern. Adequate Liquidity: Liquidity is adequate in the near term with $361 million of cash on hand as of Dec. 31, 2023 and approximately $850 million of availability under its revolving credit facility, proforma for the recent downsize to $1.0 billion from $1.5 billion. Fitch expects FCF to be close to breakeven in 2024 relative to approximately positive $600 million in 2023 given anticipated restructuring charges partially relating to Newell's new organizational realignment plan announced January 2024. The company has $200 million in debt maturities in 2024, which it could refinance or pay down with revolver borrowings. Based on Fitch's cash flow projections, Newell will need to largely refinance $550 million of unsecured notes due 2025 and close to $2 billion due 2026. Focus on Major Brands: Newell previously shared that it expects to sustain low-single-digit organic sales growth over the medium term by strengthening brands through increased innovation, focusing on omnichannel initiatives (with ecommerce at around 22% of sales), and accelerating international growth (around one-third of sales). Newell has realigned its business segments several times over the last few years in an effort to drive growth and improve profitability. This combined, with material shifts in consumer spending patterns during and post the pandemic, make it challenging to assess underlying business trends. Moving forward the company plans to focus on front-end or brand capability build out, with a shift in focus toward larger and more profitable brands, prioritizing the business in the U.S., and disproportionately investing in segments that have greater potential. The company noted that its top 25 brands comprised around 90% of its revenue and profits, and has been pruning less profitable brands. Sales could stabilize in 2025 on improved industry prospects supported by investments in its core brands, after what is expected to be another challenging year for discretionary categories in 2024. Return to 14% EBITDA Margin Challenging: The company has announced a number of initiatives to drive sales and margins over the last few years. In September 2021, Newell discussed a multi-year supply chain initiative (Project OVID) to transform its go-to market strategy, particularly in the U.S., moving from 23 business specific supply chains to a single integrated supply chain. In January 2023, Newell undertook a restructuring and savings initiative, Project Phoenix, that aims to strengthen the company and further reduce complexity, streamline its operating model and drive operational efficiencies, with annualized pre-tax savings in the range of $220 million to $250 million beginning 2024. In January 2024, the company announced an organizational realignment aimed to improve Newell's front-end commercial capabilities and unlock additional efficiencies to generate an estimated $65 million to $90 million of annualized pre-tax savings net of reinvestment. Given Newell's ongoing top line deterioration, gross margin challenges in a number of categories, investments required to support its brands and potential execution risk, Fitch expects it could be challenging to return to the 14% EBITDA range seen in 2019-2021, although Fitch expects margins to improve toward 12% in 2025/2026 from the 10%-11% range in 2023/2024 on stabilizing top line, better inventory alignment and moderating inflationary headwinds. DERIVATION SUMMARY Newell's 'B+'/Stable rating reflects ongoing challenges that indicate significantly reduced medium-term earnings power and cash flow. Beyond the overall slowdown in discretionary consumer spending, execution risk remains a concern, as Newell continues to realign and restructure its business segments and supply chain network and reposition its brand portfolio, which could further disrupt operations. Other consumer product companies within Fitch's rated portfolio include ACCO Brands Corporation, Reynolds Consumer Products Inc., Spectrum Brands, Inc. and Knowlton Development Corporation, Inc. (KDC). ACCO's 'BB'/Stable ratings reflect the company's historically consistent FCF, which it has used to reduce debt and maintain reasonable EBITDA leverage over the past several years. The ratings are constrained by secular challenges in the office products industry, channel shifts within the company's customer mix, and reflects recent top line weakness related to spending pullbacks in key discretionary categories like electronics, which Fitch expects to continue into 2024. Reynolds' 'BB+'/Stable rating reflects its leading market position in the categories in which it participates, its strong innovation pipeline, and Fitch's expectation that Reynolds will reduce Fitch-calculated leverage (total debt/EBITDA) to the low-3x area over the next 24 months, given strong cash flows and EBITDA recovery. The rating also considers Reynolds' limited scale and diversification compared against its larger, well capitalized CPG competitors. Spectrum's 'BB'/Negative ratings reflect Fitch's expectation that EBITDA leverage could decline from 7.3x in FY 2023 (ending September 2023) to around 4x in FY 2024 as a result of debt repayment funded from the sale of its HHI business. The Negative Outlook reflects uncertainty around the company's medium-term strategy and business composition, as well as its ability to reverse recent weak operating trends. KDC's 'B-'/Stable ratings reflect its position as a global leader in custom formulation, packaging and manufacturing solutions for beauty, personal care and home care brands, supported by a diverse product portfolio and long-term customer relationships. While Fitch expects EBITDA leverage could improve in fiscal years 2024 and 2025 on margin recovery supported by cost initiatives, Fitch would require increased confidence in continued organic EBITDA growth, a commitment to sustaining leverage below 7x, and generating positive FCF to consider a positive rating action. KEY ASSUMPTIONS - Revenue declines in the high-single digits to $7.5 billion in 2024 from $8.1 billion in 2023, reflecting core sales decline of around 6% and low single digit currency and brand exit headwinds. Sales are expected to grow modestly in the low single digits in 2025 and thereafter; - Operating EBITDA is expected to be relatively flat in the mid-$800 million range in 2024, versus around $840 million in 2023 and $1.2 billion in 2022, and is expected to grow towards $900 million in 2025. EBITDA margin is expected to be approximately 11.3% in 2024 (versus 10.4% in 2023) and approach around 12% in 2025/2026, with the improvement reflecting stabilizing top line and some benefit from cost reduction initiatives; - Capex of around $300 million and dividends at close to $120 million in 2024 and thereafter, compared with dividends of $184 million in 2023 and $385 million in 2022. In May 2023, Newell reduced its quarterly dividend to $0.07 per share compared with the prior pay-out of $0.23 per share; - FCF (after dividends) is expected to be breakeven to modestly positive in 2024, with working capital improvement offset by cash restructuring costs. This compares with FCF inflow of around $600 million in 2023 (after Fitch's adjustment for change in factored receivables) and significant FCF outflow of almost $1 billion in 2022, mainly driven by working capital. FCF is expected to be remain modestly positive in 2025/2026 given Fitch's projected EBITDA levels in the $900 million range and assuming neutral working capital; - Fitch expects leverage to be just over 6x in 2024, relatively flat to the 6.2x in 2023 (versus 4.9x in 2022) before trending toward the mid-5x range in 2025, assuming some top line stabilization and EBITDA margin recovery. The projected net EBITDA leverage of 5.7x in 2024 (5.4x excluding off-balance sheet factored receivables) is significantly higher than Newell's long-term net leverage (net debt/EBITDA) target of 2.5x; - Newell's committed facilities have a floating interest rate structure and Fitch assumes around 3.5% to 5% SOFR base rates over the forecast horizon. Newell's notes have a fixed interest rate structure. RECOVERY ANALYSIS Fitch's recovery assumes Newell's value is maximized as a going concern in a post default scenario, given a going-concern valuation of approximately $4.5 billion. Fitch's going concern value is derived from a projected EBITDA of around $750 million. The scenario assumes a lower revenue base of around $6 billion, around 25% below 2023 revenue of $8.1 billion, assuming market share losses or discontinuation of some of its existing brand portfolio. EBITDA margins could trend around 12%-13% in a recovery scenario, below the 14% margins achieved in 2019-2021. A going-concern multiple of 6x was selected, within the 4x-8x range observed for North American corporates, reflecting Fitch's assessment of Newell's industry dynamics and company-specific factors. After deducting 10% administrative claims from the going concern valuation and adjusting for senior ranking receivables claims, the amended secured credit facility would have outstanding recovery prospects and the unsecured claims would have good recovery prospects. Fitch assumes the entire $1.0 billion revolver commitment is drawn for the purposes of the recovery analysis. Therefore, the amended senior secured credit facility is rated 'BB+'/'RR1' and the unsecured notes of approximately $4.8 billion are rated at 'BB-'/'RR3'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A positive rating action could result from increased confidence in the company's ability to grow core sales in the low single digits, improve EBITDA to over $1 billion and deploy FCF towards debt reduction, such EBITDA leverage is sustained under 5x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A negative rating action could result from worse than expected operating performance leading to reduced confidence in Newell's ability to stabilize its business and/or lower than expected debt reduction such that EBITDA leverage is sustained above 6x. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Dec. 31, 2023, Newell had $361 million in cash on hand and approximately $130 million drawn under its $1.5 billion unsecured revolving credit facility due to mature in August 2027. The company amended the terms to its revolving credit facility on Feb. 7, 2024, resulting in the revolver becoming secured and the facility size reduced to $1.0 billion from $1.5 billion, with availability being subject to an asset coverage ratio of 1.05x. Pro forma liquidity is around $1.2 billion, after netting out around $150 million of revolver borrowings and letters of credit. The revolver has a first lien security interest on all unencumbered accounts receivable, inventory and other specific domestic and international assets, and a guarantee from certain domestic and foreign subsidiaries. The amendment replaced Newell's existing Total Indebtedness to Total Capitalization and Interest Coverage Ratio financial covenants with new financial covenants testing the company's Collateral Coverage Ratio and Total Net Leverage Ratio. The maximum Total Net Leverage Ratio is set at 7.5x for quarters ending March 31, 3024 through and including June 30, 2025; 6.5x for the quarters ending Sept. 30, 2025 through and including June 30, 2026; and 5.25x for the quarters ending Sept. 30, 2026 and thereafter through maturity. The Collateral Coverage Test requires Newell to maintain a Pledged Collateral Value to Total Revolving Credit Exposure at a minimum ratio of 1.05x. Newell terminated its $375 million A/R facility in October 2023, and entered into a new accounts receivable securitization facility due October 2026, providing liquidity of up to $225 million between February and April of each year, and up to $275 million at all other times. Newell's total outstanding debt was approximately $5.2 billion at Dec. 31, 2023, versus $5.8 billion at the end of 2022 and $5.4 billion at the end of 2021 including off-balance sheet factored receivables in the $300 million to $400 million range as part of Fitch-adjusted debt. The next debt maturity is $200 million of debt due in December 2024, which the company could choose to refinance or pay down with cash or revolver borrowings. Subsequent maturities include $550 million of unsecured notes due 2025 and close to $2 billion of unsecured notes due 2026, which Fitch assumes will largely be refinanced. ISSUER PROFILE Newell is a global marketer of consumer and commercial products, marketed under Paper Mate, Sharpie, Dymo, EXPO, Parker, Elmer's, Coleman, Marmot, Oster, Sunbeam, FoodSaver, Mr. Coffee, Rubbermaid Commercial Products, Graco, Baby Jogger, NUK, Calphalon, Rubbermaid, Contigo, First Alert, Mapa, Spontex, Quickie and Yankee Candle. SUMMARY OF FINANCIAL ADJUSTMENTS - Historical EBITDA has been adjusted for stock-based compensation, restructuring and restructuring related costs, acquisition amortization & impairment, transaction and related costs, other items. ESG CONSIDERATIONS Newell has an Environmental, Social and Governance (ESG) Relevance Score of '4' for Financial Transparency. Operating comparability over the last few years has been challenging given a number of reclassifications of continuing versus discontinued operations as well as business segments in 2018-2022. This has a negative impact on the credit profile and is relevant to the ratings in conjunction with the other factors. The items above are in the context of Newell having previously seen material weaknesses in internal controls over financial reporting related to the company's tax accounting in 2019 and 2020, which have since been remedied and an SEC subpoena in January 2020 related to the impairment of goodwill and other intangibles in 2018, which got resolved with a settlement in September 2023. In June 2021, the company received a subpoena related to disclosures around the potential impact of revised U.S. Treasury regulations. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Newell Brands Inc. LT IDR B+ Affirmed B+ senior unsecured LT BB- Affirmed RR3 BB- senior secured LT BB+ Upgrade RR1 BB- NORTH CAROLINA: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- The North Carolina Theatre asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, for authority to use cash collateral and provide adequate protection. Although the Debtor plans to continue fundraising and efforts to secure donations during its reorganization, the Debtor relies on continued operations and the cash proceeds generated thereby to operate. It appears that the proceeds generated from the Debtor's continued operation of the Conservatory may constitute cash collateral of the U.S. Small Business Administration and/or Truist Bank within the meaning of 11 U.S.C. section 363 of the Bankruptcy Code. The Debtor and the SBA are parties to a Loan Authorization and Agreement, Note, and Security Agreement dated May 31, 2020, whereby the SBA loaned $150,000 to the Debtor. As of the Petition Date there was approximately $150,000 owing to the SBA. The SBA appears to assert a security interest in, among other things, the Debtor's tangible and intangible personal property. The Debtor and Truist are parties to a Note and Security Agreement, dated on or about November 2022 whereby Truist loaned certain funds to the Debtor. As of the Petition Date there was approximately $300,000 owing to Truist pursuant to the Truist Documents. Truist appears to assert a security interest in, among other things, all of the Debtor's accounts. The Debtor proposes that the SBA and Truist should be allowed, as adequate protection for the Debtor's use of cash collateral, a post-petition replacement lien and security interest on the same assets to which their liens attached pre-petition, to the same extent and with the same validity and priority as existed on the petition date. A copy of the motion is available at https://urlcurt.com/u?l=c2HHXK from PacerMonitor.com. About The North Carolina Theatre The North Carolina Theatre is Raleigh NC's largest professional theatre and has been in operation for over 40 years. The Theatre produces live professional theatre and arts performances and operates the North Carolina Theatre Conservatory, a training center that offers performance, dance, acting, and voice education to both children and adults. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00596-5) on February 23, 2024. In the petition signed by John A. Zaloom, chairman of the Board of Directors, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Rebecca F. Redwine, Esq., at Hendren, Redwine & Malone, PLLC, represents the Debtor as legal counsel. NORTHERN HOSPITAL: Moody's Lowers Revenue Bond Rating to B1 ----------------------------------------------------------- Moody's Investors Service has downgraded Northern Hospital District of Surry County's (NC) (NHSC) revenue bond rating to B1 from Ba2. The outlook remains negative. Northern Hospital District of Surry County had approximately $32 million of debt outstanding as of fiscal year 2023. The downgrade to B1 reflects the severity and prolonged period of NHSC's financial stress and escalating credit risk as a result of its significantly weakened liquidity position. The negative outlook reflects the pace of cash burn with the current operating losses that will be difficult to stem in the face of industry challenges. RATINGS RATIONALE The B1 rating is supported by Northern Hospital District of Surry County's position as a community hospital with a solid and growing 45% inpatient market share that will continue to drive patient demand. NHSC is unlikely to generate positive cash flow by the end of fiscal 2024, although improvements from fiscal year-end 2023 results (-10.6% operating cash flow margin) are expected. NHSC's small size inhibits financial flexibility and contributes to volatile quarterly operating performance. NHSC's liquidity declined by 45% over the 12-month period ending December 31, 2023, resulting in significantly weakened days cash on hand measures (62 days per the required covenant calculation), and rebuilding operating cash reserves to stronger levels will be challenging without material performance improvement. There is an increased probability that NHSC will breach its debt service coverage covenant of 1.20x at fiscal year-end 2024. The rating incorporates Moody's expectation that management will manage financial covenants as necessary in the event of another covenant breach, following a prior MTI covenant breach at fiscal year-end 2022. The inability to meet budget and the ongoing severe pace of cash burn highlight financial strategy and management credibility and track record risks under Moody's ESG framework. Governance is therefore a key driver of the rating change. Favorably, there are prospects for operating performance improvements, including the State of NC's passing of Medicaid expansion and a supplemental payment program last year which will improve net patient revenue, and an upcoming expense management consultant review. RATING OUTLOOK The negative outlook reflects Moody's expectation that operating performance challenges will persist in fiscal 2024, further weakening liquidity (not including expected receipt of one-time funds for capital). Inability to limit operating cash flow losses by fiscal year-end 2024 will pressure the rating further. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Material and sustained improvement toward positive cash flow, improving financial covenants headroom -- Meaningful and sustained liquidity growth, without one-time receipts reserved for capital FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Inability to narrow quarterly operating cash flow losses -- A further decline in unrestricted cash, resulting in less than 60 days cash on hand or 50% unrestricted cash to debt LEGAL SECURITY The hospital revenue bonds are secured by a pledge of the net revenues of the hospital. The only covenant per the Master Trust Indenture is a 1.20 times debt service coverage ratio measured annually. Remedies include consultant call if below 1.20 times coverage and an Event of Default if below 1.0 times for two consecutive years. PROFILE Northern Hospital District of Surry County is a public stand-alone hospital, comprised of 133 beds and located in Mount Airy in Surry County, NC serving Surry County in North Carolina as well as Carroll and Patrick Counties in Virginia. The organization includes The Northern Surry Foundation for Better Health, Inc. METHODOLOGY The principal methodology used in this rating was US Not-for-profit Healthcare published in February 2024. OIL STATES: The Vanguard Group Holds 6.71% Equity Stake ------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 4,288,574 shares of Oil States International, Inc.'s Common Stock, representing 6.71% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/2ac9rv4b About Oil States Headquartered in Houston, Texas, Oil States International, Inc. provides specialty products and services to oil and gas drilling and production companies. As of September 30, 2023, the Company had $1.048 billion in total assets against $349.6 million in total liabilities. Egan-Jones Ratings Company on September 19, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Oil States International, Inc. ONE DREAM: Creditors to Get Proceeds From Liquidation ----------------------------------------------------- ONE Dream, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Indiana a Small Business Chapter 11 Plan dated February 20, 2024. Opening in 2019, with 3 licensed professionals, and 1 administrative unsalaried individual, ONE Dream inc is a franchisee of Realty ONE Group International (ROGI) (ONE) operating a residential real estate brokerage with limited commercial brokerage leases and sales. ONE Dream grew quickly to 60 real estate professionals, and three leases/franchise locations. The third of these/ located in Carmel, Indiana, was added as a subsidiary with a managing partner that ultimately abandoned the franchise location, resulting in the loss of approximately 30% of our 1099 sales professionals and eating quickly through any financial safety net that had been accrued to cover the prior two leases, aside from personal financial investments of Ashton, Zane, Kimberly, and John Wischmeier. Overgrowth pre Covid Pandemic, bloated office leases that ONE unsuccessfully tried to renegotiate or were denied the ability to sublease over the past year+ by landlords, coupled with overinvestment by the member's personal family, mounting debts, reduction of agent count and volume of home sales have led to a large reduction on operating income. On December 18, 2023, Realty One Group Affiliates Inc. ("ROGA") wrongfully terminated the franchise agreement of ONE. ROGA violated the automatic stay by terminating the franchise agreement, an executory contract, after the filing. ROGA specifically premised the termination on an allegation of unpaid fees and the filing of the bankruptcy proceeding. The termination resulted in immediate and irreversible damage to the operations of One. One was forced to close its business rather than proceed with the reorganization. ONE is discussing its options with counsel to determine whether to proceed with litigation. Recovery from ROGA would fund the Plan for ONE and the benefit of creditors. This Plan of Liquidation proposes to disburse proceeds from the liquidation of ONE's assets and to seek vote to accept the Plan. The length of the Plan is 3 years or upon completion of disbursement of the proceeds from the liquidation of ONE's assets. Class 5 consists of General Unsecured Claims. The General Unsecured Creditors shall receive a pro rata distribution from the recovery, if any, from ROGA after the interests in such proceeds is determined by the court. Class 6 consists of Equity Holders. Cathy Reed shall remain the sole shareholder. The source of funds used in this Plan for payments to creditors shall be One's portion of any funds recovered from ROGA after payment in full of administrative and priority claims. A full-text copy of the Chapter 11 Plan dated February 20, 2024 is available at https://urlcurt.com/u?l=vGB7BS from PacerMonitor.com at no charge. Counsel for the Debtor:: David R. Krebs, Esq. Hester Baker Krebs LLC One Indiana Sq. Suite 1330 Indianapolis IN 46204 Telephone: (317) 833-3030 Email: dkrebs@hnkfirm.com About ONE Dream ONE Dream, Inc. is a franchisee of Realty ONE Group International (ROGI) (ONE) operating a residential real estate brokerage with limited commercial brokerage leases and sales. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-04948) on Nov. 7, 2023, with as much as $1 million in both assets and liabilities. John Wischmeier, owner, signed the petition. Judge Jeffrey J. Graham oversees the case. David R. Krebs, Esq., at Hester Baker Krebs LLC serves as the Debtor's legal counsel. OUTFRONT MEDIA: The Vanguard Group Holds 14.18% Equity Stake ------------------------------------------------------------ The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 23,410,135 shares of OUTFRONT Media, Inc.'s Common Stock, representing 14.18% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/k5mbmcxd About OUTFRONT Media Inc. Headquartered in New York, OUTFRONT Media Inc. leases advertising space on out-of-home advertising structures and sites. In October 2023, Egan-Jones Ratings Company maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by OUTFRONT Media Inc. PANCAKES OF HAWAII: Unsecured Creditors to Split $325K in Plan -------------------------------------------------------------- Pancakes of Hawaii, Inc., submitted a First Amended Plan of Reorganization for Small Business dated February 20, 2024. As of December 31, 2023, the Debtor had approximately $693,000 in cash (including $12,000.00 in a DIP account for the Subchapter V Trustee). The Debtor is current on its administrative obligations. The bankruptcy was filed on the eve of a damages trial in the Honolulu District Court for the First Circuit, State of Hawaii, brought by FPA Kapiolani Associates, LLC (the "Kapiolani Landlord"). The Debtor removed the Kapiolani Landlord's lawsuit to the Bankruptcy Court. Trial is currently scheduled for February 5, 2025 before the Bankruptcy Court. The Debtor has obtained orders authorizing, among other things, the payment of prepetition wages and commissions and employment of general bankruptcy counsel and special litigation counsel. The Debtor also entered into a stipulation with the Kapiolani Landlord to "reject" that lease. The Debtor paid $1,884.82 to remove certain personal property (e.g., wire racks, wood shelving, decor, refrigerator, storage bins with various items inside, decor, metal sink, and portable a/c) from the location as demanded by the Kapiolani Landlord. The Debtor also agreed to postpone the trial on the damages lawsuit as requested by the Kapiolani Landlord. There were five creditors who received (in the aggregate) more than $7,575 in the 90 days before the Petition Date. These payments total just under $337,000. During the one year before the Petition Date, the Debtor reported that it made $388,317.25 in payments to or for the benefit of the Debtor's sole owner, Ms. Acopan: $52,000.00 in gross salary; $186,317.25 in shareholder distributions which were used to pay taxes because the Debtor is an "S" corporation (the "Shareholder Distributions"); and $150,000.00 in expense reimbursements for credit card purchase of food and other supplies for the business (the "Shareholder Reimbursements"). However, after the Petition Date, Ms. Acopan paid approximately $168,392 owed by the Debtor to Capital One and Costco Small Business credit cards from her personal funds. The Debtor understands that these payments were made in part because Ms. Acopan personally guaranteed these liabilities and also because certain suppliers only accept credit card payments. The foregoing payments by Ms. Acopan satisfied approximately $24,000 of Schedule "F" vendors. Ms. Acopan made these payments from her personal funds because she (apparently) wanted to preserve goodwill with these vendors. Ms. Acopan may hold a substantial contribution claim for the approximately $168,392 in payments she made to the Debtor's creditors (the "Substantial Contribution Claims"). The Debtor and Ms. Acopan have agreed to the settle the claims in exchange for payment of $75,000.00 by Ms. Acopan to the Debtor. As a consequence, the Debtor will distribute (assuming the Kapiolani Landlord prevails in the damages lawsuit) up to $325,000.00 to its prepetition creditors, for a total distribution of approximately 91.59%. Class 2 consists of General Unsecured Claims. Pro Rata share of $325,000. General Unsecured Creditors will be paid within 7 days of the date on which an order allowing Claim of Landlord is entered by the Bankruptcy Court. The allowed unsecured claims total $10,192 to $354,842. This Class is impaired. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. The Debtor will continue its business operations and pay Plan obligations from its available cash. A full-text copy of the First Amended Plan dated February 20, 2024 is available at https://urlcurt.com/u?l=3YkLHw from PacerMonitor.com at no charge. Attorneys for the Debtor: CHOI & ITO Attorneys at Law Chuck C. Choi, Esq. Allison A. Ito, Esq. 700 Bishop Street, Suite 1107 Honolulu, Hawaii 96813 Telephone: (808) 533-1877 Fax: (808) 566-6900 Email: cchoi@hibklaw.com; aito@hibklaw.com About Pancakes of Hawaii Pancakes of Hawaii, Inc. was formed in 1989 when it acquired the Kapiolani Pancake House location (1221 Kapiolani Boulevard, Suite 103, Honolulu, Hawaii), which opened in 1979. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Hawaii Case No. 23-00386) on May 24, 2023, with $500,001 to $1 million in both assets and liabilities. Richard Emery has been appointed as Subchapter V trustee. Judge Robert J. Faris oversees the case. Chuck C. Choi, Esq., at Choi & Ito and Keith M. Kiuchi, ALC serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. PANDORA MARKETING: Continues to Serve Customers During Chapter 11 ----------------------------------------------------------------- Pandora Marketing, LLC, a leading timeshare contract resolution marketing company, entered into Chapter 11 Reorganization on January 31, 2024 in the U.S. Bankruptcy Court in Missouri after the cost of its litigation against timeshare behemoths Wyndham, Bluegreen Vacations, and Diamond reached record highs. During this transition, Pandora Marketing will continue its commitment to customers with their timeshare exit goals despite major developers continuing to attempt to stop Pandora's efforts to help clients. Pandora's legal team has achieved resolution for thousands of clients. In October 2023, Pandora succeeded in decreasing a $1.5 million federal lawsuit by large developer Bluegreen to only $100,000 and achieved relief for 800 clients from their timeshare burden. Although Pandora's legal team considers this a victory, the costs of trial were more than Pandora could cover along with the other two cases against two other timeshare giants. "The Company made a difficult but necessary decision to build on previous actions to manage costs and overcome these massive litigation expenses by filing for voluntary chapter 11 protection," said Rich Folk, Co-Trustee. Through this filing, Pandora Marketing intends to safeguard its business, customers, employees, and goodwill while improving its business practices through reorganization and assessment within all departments. Senior leadership has long determined that Pandora can complete chapter 11 without disrupting operations, and the entire team has already implemented its plan to service its customers while handling go-forward commitments to its employees and vendors. "The Company remains steadfast in its commitment to deliver the same innovative solutions that empower our customers to successfully resolve their timeshare contract," said Folk. "We have all been working diligently since filing [for chapter 11] to improve our cash position by scaling down, getting lean, and focusing on our most impactful business lines," said Bo Wilson, Co-Trustee. "Our problem was never a matter of sales. The only problem Pandora has had is the cost of litigation. The plaintiffs seem to all have the same strategy of trying to put us out of business, and they seem to share informational resources in spite of pretending to be economic rivals when it comes to Pandora." Additional information on the Company's chapter 11 case can be found at PandoraMarketing.org. Pandora is advised in this matter by Seth Shumaker, Attorney at Law, senior bankruptcy advisor. About Pandora Marketing Pandora Marketing, LLC is a marketing agency in Aliso Viejo, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20022) on Jan. 31, 2024, with $7,341,452 in assets and $7,977,506 in liabilities. William Wilson, chairman of the board of directors, signed the petition. Judge Cathleen D. Parker oversees the case. Seth Shumaker, Esq., at Seth Shumaker, Attorney at Law, is the Debtor's bankruptcy counsel. PARTNERSHIP 3: Seeks Cash Collateral Access ------------------------------------------- Partnership 3, Inc., d/b/a Partnership Staffing Solutions, asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to operate its business, to honor existing and future contracts and to do so first on an interim basis and then on a final basis. The Debtor's present financial circumstances can be traced to a few difficulties including: 1. COVID hit the Debtor hard which was slow to close down other offices it had and to lay off employees. It closed offices prepetition and laid off employees. 2. During COVID, some of its business clients went out of business and, at the time, the Debtor did not react quickly enough to lower its expenses and to lay off staff. 3. The Debtor took out hard money loans, commonly known as Merchant Cash Advances where an MCA will purportedly purchase future receivables, a percentage of future receivables, without specifying which receivables are being purchased. While the documents specify that the transaction is a purchase and there is no risk to the business or to the guarantor in the event of non-payment, in fact the risk of loss is on the Debtor and the guarantor. The MCA transactions are structured so that the MCA removes a set amount of money electronically from a borrower's bank account daily or weekly in a set sum, regardless of whether the undefined percentage of receivables has been collected or if any receivables were collected. The MCA loans hurt the Debtor badly by cutting off its cash flow. Over a short period of time, the Debtor borrowed perhaps $1.2 million from MCAs. 4. Some MCAs sued the Debtor prepetition and started collection activities, including direct demands on the Debtor's business clients to pay monies they owe to the Debtor to the MCAs instead. The Debtor has entities claiming security interests in its monies, accounts and receivables. These include its factor, AeroFund Financial, Inc. The Debtor believes that only the lien of AeroFund Financial attaches to the Debtor's cash collateral. The Debtor does not presently have any reason to believe that Aerofund's security interests in cash collateral are not properly perfected. The Internal Revenue Service filed liens with the County of Los Angeles and with the California Secretary of State for unpaid payroll taxes for the 3rd and 4th quarters of 2023. However, the Debtor was incorporated in Wyoming and the IRS did not file any lien with its secretary of state. The Debtor believes that as the tax lien was not filed in the proper location, the IRS lien is, at best, inchoate and subordinate to Aerofund's lien. More likely the IRS is unsecured. As adequate protection, the Debtor proposes to grant lenders replacement liens in the collateral. A copy of the motion is available at https://urlcurt.com/u?l=TWM1d7 from PacerMonitor.com. About Partnership 3, Inc. Partnership 3, Inc. is a staffing solutions company based in Canyon Country, CA. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11204) on February 19, 2024. In the petition signed by Judith Robledo, president, the Debtor disclosed $944,669 in assets and $4,659,667 in liabilities. Judge Deborah J. Saltzman oversees the case. Steven R. Fox, Esq., at the Fox Law Corporation, Inc., represents the Debtor as legal counsel. PGT INNOVATIONS: S&P Retains 'B+' ICR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings' ratings on U.S.-based premium window and door producer PGT Innovations Inc., including its 'B+' issuer credit rating, remain on CreditWatch with positive implications. S&P plans to resolve the CreditWatch placement or discontinue its ratings on PGT once the acquisition closes. The continued placement on CreditWatch with positive implications indicates that the proposed transaction could potentially benefit PGT's credit quality. S&P said, "We first placed PGT on CreditWatch positive following the Masonite acquisition announcement in December 2023. The transaction was terminated following MI Windows and Doors' stronger bid on Jan. 12, 2024. The updated transaction details continue to benefit PGT's credit quality. We expect the combined companies will improve scale and product share. As such, we acknowledge a potential upgrade if the acquisition is funded while maintaining forecast leverage below 4x. We estimate the combined company will generate over $3 billion of revenue annually." S&P said, "We expect to resolve the CreditWatch placement once the transaction closes, likely before the end of second quarter of 2024. We will likely discontinue our ratings if PGT's debt is retired. Alternatively, we could raise our ratings if its debt remains outstanding." PINNACLE GRINDING: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Pinnacle Grinding and Grooving LLC to use cash collateral, on an interim basis, in accordance with the budget. Heritage Bank of Nevada, the U.S. Small Business Administration, and Channel Partners assert an interest in the Debtor's cash collateral. As a condition of the Debtor's use of HBN's cash collateral, the Debtor will make monthly adequate protection payments to HBN in the amount of $1,267, commencing retroactively to February 15, 2024 and continuing on the 15th day of each month thereafter until a plan of reorganization is confirmed, the case is converted to Chapter 7 or the case is dismissed. The payment otherwise due on February 15, 2024 will be due no later than five-days business days after entry of the Order. A copy of the order is available at https://urlcurt.com/u?l=Ov3EoH from PacerMonitor.com. About Pinnacle Grinding and Grooving Pinnacle Grinding and Grooving, LLC is an experienced subcontractor, specializing in pavement rehabilitation and preservation through diamond grinding and grooving. The company is based in Reno, Nev. Pinnacle filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50103) on February 1, 2024, with $2,866,132 in assets and $3,936,760 in liabilities. Travis Brandt, manager, signed the petition. Judge Hilary L. Barnes oversees the case. Kevin A. Darby, Esq., at Darby Law Practice represents the Debtor as bankruptcy counsel. PINNACLE HOLDINGS: Case Summary & One Unsecured Creditor -------------------------------------------------------- Debtor: Pinnacle Holdings LLC 22 Frontage Road Westerly, RI 02891 Chapter 11 Petition Date: February 27, 2024 Court: United States Bankruptcy Court District of Rhode Island Case No.: 24-10106 Judge: Hon. Diane Finkle Debtor's Counsel: Kevin D. Heitke, Esq. HEITKE COOK ASSOCIATES LLC 365 Eddy Street Providence, RI 02903 Tel: (401) 454-4100 Fax: (401) 454-4144 Email: kdh@HCALAWRI.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Harold T. Panciera, III, as managing member. The Debtor listed the Town of Westerly Office of the Tax Collector, located at 45 Broad Street, Westerly, RI 02891 holding a claim of $6,738. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JTZW2OY/Pinnacle_Holdings_LLC__ribke-24-10106__0001.0.pdf?mcid=tGE4TAMA PROS HOLDINGS: The Vanguard Group Holds 10.3% Equity Stake ---------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 4,764,913 shares of PROS Holdings, Inc.'s Common Stock, representing 10.3% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/2p9vujsh About PROS Holdings Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO), is a provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. As of Sept. 30, 2023, the Company had $431.85 million in total assets, $486.73 million in total liabilities, and a total stockholders' deficit of $54.88 million. Egan-Jones Ratings Company on October 9, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by PROS Holdings, Inc. PROTERRA INC: Amends PSA, Files Fourth Amended Reorganization Plan ------------------------------------------------------------------ As previously disclosed, on November 13, 2023, the Company entered into a Chapter 11 Plan Support Agreement (the "Original PSA") with CSI GP I LLC (the "Second Lien Agent"), CSI Prodigy Holdco LP, CSI Prodigy Co-Investment LP and CSI PRTA Co-Investment LP (collectively, and together with the Second Lien Agent, the "Original Plan Sponsor Parties"), which contemplated agreed-upon terms for a restructuring of the Company to be implemented by the proposed plan. As previously disclosed, on January 2, 2024, the Company, certain successors in interest to the Original Plan Sponsor Parties (Anthelion Prodigy Co-Investment LP (f/k/a CSI Prodigy Co-Investment LP), Anthelion I Prodigy Holdco LP (f/k/a CSI I Prodigy Holdco LP), and Anthelion PRTA Co-Investment LP (f/k/a CSI PRTA Co-Investment LP)) (collectively, the "Plan Sponsor Parties") and the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases (the "Committee") entered into the Amended and Restated Chapter 11 Plan Support Agreement (the "First A&R PSA") which amended, restated and replaced the Original PSA in its entirety. On February 8, 2024, the Company, the Plan Sponsor Parties (including Anthelion I Prodigy Holdco LP in its capacity as Second Lien Agent) and the Committee entered into the Second Amended and Restated Chapter 11 Plan Support Agreement (the "Second A&R PSA") which amends, restates and replaces the First A&R PSA in its entirety to reflect the changes in the Amended Plan (as defined below). Furthermore, On February 8, 2024, the Debtors filed the Fourth Amended Joint Chapter 11 Plan of Reorganization for Proterra Inc and its Debtor Affiliate (the "Amended Plan"). The Amended Plan has been updated to reflect, among other terms, certain changes to the recovery of the holders of the Company's second lien convertible notes, effecting a reduction of such holders' claims corresponding to certain transition costs paid by the Debtors, as more fully described in the Amended Plan. The Amended Plan continues to provide that the Company's existing equity interests will be canceled, without any distribution or compensation provided to current equity holders. 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. QURATE RETAIL: The Vanguard Group Holds 7.53% Class A Common Shares ------------------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 28,655,075 shares of Qurate Retail, Inc.'s Class A Common Stock, representing 7.53% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/yc82p6vz About Qurate Retail Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns controlling and non-controlling interests in a broad range of video and online commerce companies. The Company's largest businesses and reportable segments are QxH (QVC U.S. and HSN) and QVC International. QVC, Inc., which includes QxH and QVC International, markets and sells a wide variety of consumer products in the United States and several foreign countries via highly engaging video-rich, interactive shopping experiences. Cornerstone Brands, Inc. consists of a portfolio of aspirational home and apparel brands, and is a reportable segment. The Company's "Corporate and other" category includes its consolidated subsidiary Zulily, LLC, along with various cost and equity method investments. Qurate reported a net loss of $2.53 billion for the year ended Dec. 31, 2022. Qurate Retail received on Sept. 14, 2023, written notice from The Nasdaq Stock Market notifying the Company that, because the closing bid price for the Company's Series A common stock, par value $0.01 per share ("QRTEA"), has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing of QRTEA on the Nasdaq Global Select Market. * * * As reported by the TCR on March 21, 2023, S&P Global Ratings lowered its issuer credit rating on U.S.-based video commerce and online retailer Qurate Retail Inc. to 'CCC+' from 'B-'. S&P said, "We view the company's capital structure as potentially unsustainable in a rising interest rate environment. We expect Qurate's adjusted leverage to remain high, above the 6x area in 2023." RACKSPACE TECHNOLOGY: Apollo Management, 12 Others Report Stake --------------------------------------------------------------- Apollo Management Holdings GP, LLC and affiliates filed a Schedule 13G/A with the U.S. Securities and Exchange Commission disclosing beneficial ownership of Rackspace Technology Inc.'s Common Stock as of December 31, 2023 Amount Percent Reporting Person beneficially owned of Class AP Inception Co-Invest ML Borrower, L.P. 69,609,000 32.2% AP Inception ML Borrower, L.P. 60,000,000 27.7% AP Inception Co-Invest GP, LLC 69,609,000 32.2% AP Inception Co-Invest ML GP, LLC 69,609,000 32.2% Apollo Co-Investment Management, LLC 69,609,000 32.2% AP Inception ML GP, LLC 60,000,000 27.7% AP VIII Inception Holdings GP, LLC 60,000,000 27.7% Apollo Management VIII, L.P. 60,000,000 27.7% AIF VIII Management, LLC 60,000,000 27.7% Apollo Management, L.P. 129,609,000 59.9% Apollo Management GP, LLC 129,609,000 59.9% Apollo Management Holdings, L.P. 129,609,000 59.9% Apollo Management Holdings GP, LLC 129,609,000 59.9% AP Co-Invest, AP Co-Invest ML, Co-Investment Management, AP Inception ML GP, LLC, AP VIII, Management VIII, AIF VIII LLC, Apollo Management, Management GP, Management Holdings, and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter, and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this filing, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. The percentages are based on 216,406,870 shares of Common Stock outstanding as of November 2, 2023, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on November 9, 2023. A full-text copy of the Report is available at http://tinyurl.com/2kr5d4td About Rackspace Technology Headquartered in San Antonio, Texas, Rackspace Technology, Inc. -- www.rackspace.com -- is an end-to-end multicloud technology services company. The Company designs, builds, and operates its customers' cloud environments across all major technology platforms, irrespective of technology stack or deployment model. The Company partners with its customers at every stage of their cloud journey, enabling them to modernize applications, build new products and adopt innovative technologies. Rackspace reported a net loss of $804.8 million in 2022, a net loss of $218.3 million in 2021, and a net loss of $245.8 million in 2020. As of June 30, 2023, the Company had $4.66 billion in total assets, $4.63 billion in total liabilities, and $31.9 million in total stockholders' equity. * * * As reported by the TCR on May 18, 2023, S&P Global Ratings lowered its issuer credit rating on Rackspace to 'CCC+' from 'B-' and revised the outlook to negative from stable. S&P said the negative outlook reflects the rising risk of distressed exchange by the company from further EBITDA margin degradation and free cash flows sustaining negative. RADIOLOGY PARTNERS: Moody's Ups CFR to Caa1 & Unsec. Notes to Caa3 ------------------------------------------------------------------ Moody's Investors Service upgraded Radiology Partners, Inc.'s Corporate Family Rating to Caa1 from Caa3. The Probability of Default Rating was appended to add an "/LD" designation and upgraded to Caa1-PD/LD from Caa3-PD to indicate a limited default stemming from the recently completed debt exchange. The ratings on the backed senior secured first lien term loan due 2025 and senior secured notes due 2025 were downgraded to Caa3 from Caa2. The senior unsecured notes due 2028 were upgraded to Caa3 from Ca. Moody's also assigned a B1 rating to the new backed super senior secured revolving credit facility and a B3 rating on the new backed senior secured revolving credit facility expiring 2028, the extended backed senior secured first lien term loan B due 2029, and the new senior secured first lien notes due 2029. Moody's also assigned a Caa3 rating on the new 10.25% senior secured second lien PIK notes due 2030. Rating on the existing backed senior secured first lien revolving credit facility will be withdrawn at close. The outlook is maintained at stable. The rating actions follow Radiology Partners' out of court restructuring, facilitated by approximately $720 million of new preferred equity, that reduces debt and improves liquidity. Following the restructuring, total debt will be reduced by approximately $600 million or 20% and debt maturities will be extended by several years. Moody's expects debt-to-EBITDA, which was 9.6 times at September 30, 2023, to fall to approximately 8.0 times pro forma the restructuring. Moody's expects further deleveraging with debt-to-EBITDA falling to below 7.0 times over the next 12-18 months. Moody's expects Radiology Partners to have good liquidity over the next 12 to 18 months. Pro forma for the restructuring, the company will have full availability on its combined $390 million in new revolving credit facility. While total interest expense will be relatively unchanged, the new term loan and bonds will have payment-in-kind (PIK) features for at least the first 15 months. The PIK/cash split will be dependent on Radiology Partners achieving certain trailing twelve month cash EBITDA hurdles. This feature is beneficial as it matches cash interest payments with the company's ability to pay. Moody's expects more than $120 million of free cash flow in 2024 and further growth in 2025 with both years reflecting approximately $110 million of PIK interest. Moody's views the restructuring as a distressed exchange and hence a limited default because the conversion of some interest payments to pay-in-kind represents an economic loss to the term loan and note holders. Additionally, the restructuring will subordinate nonparticipating lenders and note holders. As a result, Moody's views the restructuring as a limited default under Moody's definition. The /LD will be removed in approximately three business days. RATINGS RATIONALE Radiology Partners' Caa1 Corporate Family Rating reflects the company's high financial leverage and good liquidity. The rating also reflects risks tied to the company's aggressive growth strategy which Moody's views as the primary factor that led to the restructuring. The rating is also constrained by ongoing risks tied to working capital pressure from the No Surprises Act, including uncertainty surrounding timing of receivables collection from out of network payors. The rating is supported by Radiology Partners' position in a fragmented industry as the largest radiology practice in the US, diversification by geography and customer type, stable business prospects, and favorable payor mix. The company's debt/EBITDA was approximately 9.6 times for the twelve months ending September 30, 2023 on a Moody's adjusted basis and Moody's estimates leverage at approximately 8.0 times pro forma for the restructuring. Moody's expects the company's leverage will decline to below 7.0 times over the next 12-18 months due to EBITDA growth from new business wins, pricing initiatives, and organic volume increases. Moody's expects Radiology Partners to have good liquidity. Pro forma for the restructuring, Moody's expects the company to have approximately $100 million in cash and full availability under its new $390 million revolving credit facilities. Moody's expects more than $120 million of free cash flow in 2024 which reflects the PIK interest benefit, lower impact from changes in working capital, reduced new site start-up costs, lower litigation and restructuring costs, as well as lower capital expenditures. The B1 rating assigned to the super senior revolving credit facility reflects its senior position in the capital structure, such that these lenders would be repaid in full before any distributions to the other secured lenders. The B3 rating assigned to the new senior secured revolving credit facility, extended first lien term loan, and new senior secured notes is two notches lower than the B1 on the super senior facility, and one notch higher than the Caa1 CFR. This reflects the instruments' effective subordination to the new super senior debt as well as its second priority lien on substantially all assets and the loss absorption provided by junior debt. The Caa3 rating assigned to the new second-lien PIK notes is two notches below the CFR. This reflects the effective subordination of the second lien notes to all of the more senior secured debt. The Caa3 ratings on the non-exchanged 1st lien term loan, non-exchanged senior secured notes due 2025, non-exchanged senior unsecured notes reflect their subordinated rankings to all exchanged debt tranches in the payment waterfall. The outlook is stable. Moody's expects continued deleveraging and good liquidity over the next 12-18 months. ESG CONSIDERATIONS Radiology Partners' CIS-5 indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. Radiology Partners is exposed to governance considerations (G-5) and social risks (S-4). Governance considerations reflect the company's aggressive financial policies, including a track record of debt-funded growth that has resulted in sustained high financial leverage, and a transaction that Moody's considered to be a distressed exchange and hence a limited default. Social risk reflects the company's exposure to human capital and reliance on a highly skilled workforce of radiologists and exposure to labor shortages and wage inflation. The company is also exposed to changes in reimbursement rates by its payors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Radiology Partners demonstrates the ability to sustainably generate positive free cash flow and maintain overall good liquidity. The company would also need to improve its earnings quality, and materially reduce its leverage from current levels before Moody's would consider an upgrade. Ratings could be downgraded if the company's liquidity and/or operating performance deteriorates or if financial policies become more aggressive. Moody's would also consider a downgrade if for whatever reason financial leverage increases or the probability of another default increases. Headquartered in El Segundo, CA, Radiology Partners, Inc. is the largest radiology practice in the U.S. The company's services include diagnostic and interventional radiology. Radiology Partners, Inc. employs more than 3,700 radiologists that provide services to more than 3,260 hospitals and outpatient facilities across all 50 states. Ahead of the restructuring and new preferred equity issuance, the company was 19.6% owned by New Enterprise Associates, 10.0% by Future Fund, 31.6% by Whistler and the rest by physicians, management and other investors. The company's LTM revenues were approximately $2.9 billion as of September 30, 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. RAPID7 INC: The Vanguard Group Holds 11.36% Equity Stake -------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 6,980,546 shares of Rapid7, Inc.'s Common Stock, representing 11.36% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/bddh9ja3 About Rapid7 Rapid7, Inc. (Nasdaq: RPD) is on a mission to create a safer digital world by making cybersecurity simpler and more accessible. The Company empowers security professionals to manage a modern attack surface through its best-in-class technology, leading-edge research, and broad, strategic expertise. Rapid7 reported a net loss of $124.72 million in 2022, a net loss of $146.33 million in 2021, a net loss of $98.85 million in 2020, a net loss of $53.84 million in 2019, and a net loss of $55.54 million in 2018. Rapid7 incurred a net loss of $169.31 million net loss in the nine months ended Sept. 30, 2023. As of Sept. 30, 2023, the Company had $1.40 billion in total assets, $1.56 billion in total liabilities, and a total stockholders' deficit of $161.64 million. Egan-Jones Ratings Company on October 10, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Rapid7, Inc. RAYONIER ADVANCED: The Vanguard Group Holds 5.18% Equity Stake -------------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 3,385,825 shares of Rayonier Advanced Materials Inc.'s Common Stock, representing 5.18% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/bp7k4k4x About RYAM Rayonier Advanced Materials Inc. (RYAM) -- www.RYAM.com -- is a global leader of cellulose-based technologies, including high purity cellulose specialties, a natural polymer commonly used in the production of filters, food, pharmaceuticals, and other industrial applications. The Company also manufactures products for paper and packaging markets. The Company has manufacturing operations in the U.S., Canada, and France. * * * As reported by the TCR on Nov. 24, 2023, Moody's Investors Service has downgraded Rayonier Advanced Materials Inc.'s (RYAM) corporate family rating to Caa1 from B2 and changed the outlook to negative from stable. The downgrade of the CFR reflects Moody's view that RYAM's liquidity will be weak over the next 12 months and that there is a potential for a financial covenant breach. READYMAX INC: Wins Cash Collateral Access on a Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized ReadyMax, Inc. to use the cash collateral of the U.S. Small Business Administration, on a final basis. SBA asserts a secured interest in the Debtor's cash, including deposit accounts, which the Debtor needs to use to maintain and operate its business. The Debtor submits that SBA is adequately protected by virtue of the following: (1) SBA's cash collateral will be used to maintain and operate the Debtor's business; (2) the value the SBA's collateral is not decreasing; and (3) SBA will have a replacement lien against any postpetition cash received by Debtor. Pre-petition, the Debtor obtained a loan from SBA, which is purportedly secured by essentially all of the Debtor's assets. At the time the case was filed, the Debtor's personal property was valued at $498,313, which includes cash and cash equivalents of $44,000, finished goods inventory of $316,257, molds and tooling of $100,0000, intellectual property valued at $13,193, receivables valued at $4,408 and other miscellaneous assets. A copy of the court's order is available at https://urlcurt.com/u?l=EirHMj from PacerMonitor.com. About ReadyMax Inc. ReadyMax, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-50969) on Dec. 22, 2023, with $498,913 in assets and $3,462,957 in liabilities. James E. Duffy, president, signed the petition. Judge Hilary L. Barnes oversees the case. Kevin A. Darby, Esq., at Darby Law Practice, Ltd., represents the Debtor as bankruptcy counsel. S VALLEY VIEW: Plan Exclusivity Period Extended to April 20 ----------------------------------------------------------- Judge Natalie M. Cox of the U.S. Bankruptcy Court for the District of Nevada extended S Valley View Twain, LLC's exclusive periods to file its plan of reorganization, and solicit acceptances thereof to April 20 and July 19, 2024, respectively. As shared by Troubled Company Reporter, the Debtor claims that it is in the process of securing a commitment from a post-petition lender and plans to file a post-petition financing motion. Terms of this post-petition loan would result in funds that will substantially pay off the bulk of the claim of secured lender TerraCotta Credit REIT, LLC. The post-petition financing motion will also seek permission for a capital contribution to the Debtor from its insiders to pay the remaining balance to the secured lender and all unsecured creditors in full. In the event the post-petition financing motion is approved, the Debtor may dismiss this bankruptcy after the closing on the post-petition loan. As such, the Debtor does not anticipate filing a Disclosure Statement and Plan in this matter; however, should the refinance not be successful, the Debtor would like to extend its exclusivity period to file and solicit the Disclosure Statement and Plan. Attorneys for the Debtor: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. LARSON & ZIRZOW, LLC 850 E. Bonneville Ave. Las Vegas, NE 89101 Telephone: (702) 382-1170 Facsimile: (702) 382-1169 Email: mzirzow@lzlawnv.com zlarson@lzlawnv.com About S Valley View Twain, LLC S Valley View Twain, LLC owns an investment property located at 3610-3686 Highland Drive and 3675 Procyon Street, Las Vegas, NV 89103 valued at $21.7 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-14672) on October 23, 2023. In the petition signed by Jason Choo, manager, the Debtor disclosed $21,716,815 in total assets and $11,388,733 in total liabilities. Judge Natalie M. Cox oversees the case. Zachariah Larson, Esq., at Larson & Zirzow, LLC, represents the Debtor as legal counsel. SANUWAVE HEALTH: Opaleye Management Reports 9.09% Stake ------------------------------------------------------- Opaleye Management Inc. disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 115,493,554 shares of SANUWAVE Health's Common Stock, representing 9.09% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/4tv6h73a About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and shock wave technology company using patented systems of noninvasive, high-energy, acoustic shock waves or low intensity and non-contact ultrasound for regenerative medicine and other applications. The Company's focus is regenerative medicine utilizing noninvasive, acoustic shock waves or ultrasound to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. Its two primary systems are UltraMIST and PACE. UltraMIST and PACE are the only two Food and Drug Administration (FDA) approved directed energy systems for wound healing. SANUWAVE reported a net loss of $10.29 million for the year ended Dec. 31, 2022, compared to a net loss of $27.26 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $19.87 million in total assets, $60.88 million in total liabilities, and a total stockholders' deficit of $41.01 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring losses and needs to raise additional funds to meet its obligations and sustain its operations and the occurrence of the events of default on the Company's debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SHEN ZEN TEA: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Washington authorized Shen Zen Tea, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 15% variance, through the date of the final hearing. The Debtor is permitted to use cash collateral to satisfy prepetition payroll obligations and associated payroll taxes and insurance for the Debtor's employees on February 13, 2024 which includes payment for the pre-petition period of January 20, 2024 through January 30, 2024. Based on a review of loan documents and a search of the Washington State Department of Licensing, performed on January 24, 2024 and January 31, 2024, the Debtor has identified filers of UCC-1 financing statements which are U.S. Bank, NA, U.S. Small Business Administration, and the U.S. Small Bank Equipment Finance. On the date of the petition, the Debtor's cash collateral was estimated to be valued at $7,325. As adequate protection and for the Debtor's use of the cash collateral, the Secured Creditors are granted replacement liens in the Debtor's postpetition cash, accounts receivables, and the proceeds of each of the foregoing, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by the Secured Creditor as of the Petition Date, limited to the amount of any cash collateral of the Secured Creditor as of the petition date, to the extent that any cash collateral of the Secured Creditor is actually, used by the Debtor. In accordance with the approved Budget, the Debtor is authorized to remit to the trust account of Neeleman Law Group, P.C. the sum of $500 per month beginning February 25, 2024 and continuing on the 25th of each month thereafter to be held for payment of administrative fees pending further order of the Court. A copy of the order is available at https://urlcurt.com/u?l=Pph9Q3 from PacerMonitor.com. About Shen Zen Tea, LLC Shen Zen Tea, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code Bankr. W.D. Wash. Case No. 24-10211-MLB) on January 30, 2024. In the petition signed by James F. Chang, managing member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Marc Barreca oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. SOTHEBY'S: Moody's Lowers CFR & Senior Secured Notes to B3 ---------------------------------------------------------- Moody's Investors Service downgraded Sotheby's ratings, including the corporate family rating to B3 from B2, probability of default rating to B3-PD from B2-PD and the ratings on the existing backed senior secured notes, senior secured notes and senior secured bank credit facilities to B3 from B2. In addition, Moody's downgraded Sotheby's (Old) senior secured notes rating to B3 from B2. The outlooks were maintained at stable. The downgrades reflect Sotheby's EBITDA declines in both 2022 and 2023 following lower buyer demand in a weakened art auction market as a result of higher interest rates, geopolitical issues in the Middle East and Eastern Europe and a slowdown in China on top of general consumer weakness. While aggregate sales volumes have been resilient over the past couple of years reflecting strength on the supply side for auctions, margins have declined because of cost pressures with the company having to spend more on guarantees, risk sharing and marketing to facilitate sales. The downgrade also reflects governance considerations particularly the company's decision to continue dividend payments out of its credit group in 2023 despite its operating performance deterioration and its very high leverage. Sotheby's has paid out approximately $225 million of dividends in 2022-2023 reducing the company's liquidity cushion and ability to deleverage. Moody's expects EBITA/interest coverage to decline to 0.94x and debt/EBITDA to deteriorate to about 8.75x for the fiscal year ended December 31, 2023 from 4.80x and 2.50x respectively in 2021. Moody's expects stabilization in 2024 as the company benefits from focusing on higher margin revenue, a new and simplified fee structure and cost-savings implemented in 2023. Moody's expects leverage and coverage to improve to about 7.0x and 1.15x by year-end 2024. RATINGS RATIONALE Sotheby's credit profile is constrained by the high cyclicality of the art auction market, which can result in significant swings in operating performance and credit metrics. In addition, the company has aggressive financial strategies, as shown through multiple back-to-back debt-financed and ongoing dividend distributions. As a result of a difficult operating environment in 2022 and 2023 after a strong 2021, Sotheby's debt/EBITDA is expected to increase to 8.75x at year-end 2023 from 4.8x at year-end 2021. The credit metrics include the mortgage held by the unrestricted UK subsidiary, which Moody's treats as debt because the subsidiary is consolidated on Sotheby's balance sheet. Nevertheless, Sotheby's credit profile is supported by the company's strong market position as one of just two major branded global auction houses and its expertise in a highly specialized industry with high barriers to entry. Longer-term demographics are also in the company's favor as the estates of large collectors will likely be transacted on in the coming years. The company has also recently expanded into new non-art product categories such as high-end cars, jewelry, accessories, and real-estate, focused on new geographies (for example in Asia and the Middle East), increased the digitization of auctions and expanded its target demographic to attract a younger affluent clientele. The credit profile is also supported by Sotheby's adequate liquidity over the next 12-18 months. The stable outlook reflects Moody's expectation of improved profitability and adequate liquidity 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 reduces debt/EBITDA to below 5.75x and EBITA/Interest above 1.75x on a sustained basis through earnings improvement and debt repayment and that Sotheby's financial policies support the maintenance of these levels. An upgrade will also require Sotheby's to maintain good liquidity. The ratings could be downgraded if liquidity deteriorates for any reason or if EBITA/interest expense is sustained below 1.25x. The ratings could also be downgraded if the company pursues an aggressive financial policy including continuing to pay significant dividends or if a protracted structural downturn in the art market causes earnings to weaken further. Sotheby's, headquartered in New York, NY, is one of the two largest auction houses in the world. Total revenue was about $1.36 billion for the last twelve months ended September 30, 2023. Sotheby's has been controlled by Patrick Drahi since the October 2019 take-private transaction. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SPIRIT AIRLINES: The Vanguard Group Holds 9.54% Equity Stake ------------------------------------------------------------ The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 10,418,903 shares of Spirit Airlines' Common Stock, representing 9.54% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/42x8z2w7 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 Meanwhile, Moody's Investors Service downgraded its corporate family rating of Spirit Airlines to Caa1 from B2. STAFFING 360: Armistice Capital, Steven Boyd Report 9.99% Stake --------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned an aggregate amount of 839,217 shares of Staffing 360 Solutions, Inc.'s Common Stock, representing 9.99% of the shares outstanding. The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on 8,400,577 Shares outstanding as of November 13, 2023, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. A full-text copy of the Report is available at http://tinyurl.com/2ry9r5ur About Staffing 360 Solutions New York, NY-based Staffing 360 Solutions, Inc. was incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation, which changed its name to Staffing 360 Solutions, Inc., ticker symbol "STAF," on March 16, 2012. STAF is a high-growth international staffing company engaged in the acquisition of U.S. and U.K. based staffing companies. As part of its consolidation model, the Company pursues a broad spectrum of staffing companies supporting primarily the Professional and Commercial Business Streams. The model is based on finding and acquiring suitable, mature, profitable, operating, domestic and international staffing companies focused specifically on the accounting and finance, information technology, engineering, administration, and light industrial disciplines. As of September 30, 2023, the Company had $80,555,000 in total assets, $72,021,000 in total liabilities, and $8,534,000 in total stockholders' equity. In the quarterly report for the period ended September 30, 2023, the Company disclosed that its negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to COVID-19 and its ongoing effects contribute to substantial doubt about the Company's ability to continue as a going concern. STAFFING 360: Brendan Flood Reports 3.7% Equity Stake ----------------------------------------------------- Brendan Flood disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, he beneficially owned 287,770 shares of Staffing 360 Solutions, Inc.'s Common Stock, representing 3.7% of the shares outstanding. The shares owned include 50,320 shares of Common Stock of the Issuer that the reporting person has the right to acquire within 60 days of the date of this Schedule 13G pursuant to stock options to acquire shares of Common Stock of the Issuer. The percentage is based upon an aggregate of (i) 7,812,100 shares of Common Stock of the Issuer outstanding as of January 8, 2024, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the U.S. Securities and Exchange Commission on January 9, 2024, and (ii) 50,320 shares of Common Stock of the Issuer that the reporting person has the right to acquire within 60 days of the date of this Schedule 13G pursuant to stock options to acquire shares of Common Stock of the Issuer. A full-text copy of the Report is available at http://tinyurl.com/4t9b3jjp About Staffing 360 Solutions New York, NY-based Staffing 360 Solutions, Inc. was incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation, which changed its name to Staffing 360 Solutions, Inc., ticker symbol "STAF," on March 16, 2012. STAF is a high-growth international staffing company engaged in the acquisition of U.S. and U.K. based staffing companies. As part of its consolidation model, the Company pursues a broad spectrum of staffing companies supporting primarily the Professional and Commercial Business Streams. The model is based on finding and acquiring suitable, mature, profitable, operating, domestic and international staffing companies focused specifically on the accounting and finance, information technology, engineering, administration, and light industrial disciplines. As of September 30, 2023, the Company had $80,555,000 in total assets, $72,021,000 in total liabilities, and $8,534,000 in total stockholders' equity. In the quarterly report for the period ended September 30, 2023, the Company disclosed that its negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to COVID-19 and its ongoing effects contribute to substantial doubt about the Company's ability to continue as a going concern. STRATEGIES 360: Files Amendment to Disclosure Statement ------------------------------------------------------- Strategies 360, Inc., submitted an Amended Disclosure Statement for Plan of Reorganization dated February 20, 2024. The Plan provides for full payment of all creditors from income generated from the Debtor's operations. On October 19, 2023, Eric Sorenson obtained a judgment in the approximate amount of $6.1 million against the Debtor and Dotzauer (the "Sorenson Judgment"). The Sorenson Judgment is the result of years of litigation by Sorenson against the Debtor and Dotzauer. Sorenson was previously an employee of and equity holder in the Debtor. As part of the Debtor's termination of its relationship with Sorenson, the Debtor and Dotzauer agreed to pay Sorenson $6 million. After a series of payments, agreements, disputes, and litigation, Sorenson filed the complaint that ultimately resulted in the Sorenson Judgment in July, 2023. Thereafter, Sorenson filed a motion to appoint a receiver over the assets of the Debtor, scheduled for hearing on November 28, 2023. The Debtor filed this case to allow it to restructure the Sorenson Judgment so that it can move forward, implement the planned Employee Stock Ownership Plan (ESOP), and pay all creditors in full. Class 2 consists of the Allowed Sorenson Claim. The Class 2 Claim shall bear interest at the rate of 12% per annum and shall be paid in full through 60 equal monthly payments, commencing on the earlier of (a) April 30, 2024 and (b) the 20th day of the first full month following the Effective Date, with such payments (each, a "Class 2 Payment") continuing on the 20th day of each subsequent month. In addition to the Class 2 Payment, the Holder of the Class 2 Claim shall be entitled the Class 2 Pro Rata Annual Surplus Cash Distribution following December 31 of any year in which there is Annual Surplus Cash until the Class 2 Claim has been fully satisfied. Class 3 consists of the Trujillo Claim. Upon any final, non appealable judgment being entered against S360 M&A Holding Group Inc. or the Debtor, or other resolution of the claims by agreement, settlement, or otherwise (the "Final Trujillo Resolution") that results in a net affirmative liability of the Debtor to the Trujillos, such net affirmative liability shall constitute an Allowed Claim in favor of the Trujillos, to be paid as follows: (1) to the extent that funds are paid on account of the Allowed Claim by the Debtor's insurance carrier, such funds will be paid to the Trujillos within ten days of the insurer's issuance of such payment; (2) if the Allowed Claim is $250,000 or less and is not to be paid by the Debtor's insurance carrier, the Debtor shall pay the Allowed Claim upon its terms; or (3) if the Allowed Claim is greater than $250,000 and is not to be paid by the Debtor's insurance carrier, the Debtor shall pay the Allowed Claim by making monthly payments (each, a "Trujillo Monthly Payment") on the first day of each month over a period of sixty months, commencing the first month following the Final Trujillo Resolution. Each Trujillo Monthly Payment shall be equal to the amount of the Trujillos' Allowed Claim, divided by sixty. The Trujillos shall be entitled to the same payment terms as the Debtor if the Final Trujillo Resolution results in a net affirmative amount owed to the Debtor by the Trujillos. In the event the Trujillos are entitled to receive Trujillo Monthly Payments, in addition to such payments, following the Final Trujillo Resolution, the Trujillos shall be entitled to the Trujillo Pro Rata Annual Surplus Cash Distribution following December 31 of any year in which there is Annual Surplus Cash until the Trujillos' Allowed Claim is fully satisfied. Class 4 consists of Oceguera Claim. The Debtor will assume the Oceguera Employment Contract and the Oceguera Stock Agreement as of the Effective Date and will perform such agreements in accordance with their terms and such any claim associated therewith is unimpaired. To the extent that it is adjudicated that the Company owes any amount in connection to the Oceguera Stock Agreement, such amounts would be payable after all Holders of Unsecured Claims are paid in full. Class 5 consists of Allowed General Unsecured Claims that are not Administrative Convenience Claims. Interest shall accrue on the Class 5 Claims at the federal judgment rate. Within sixty days of the Effective Date, the Debtor shall make a payment of $200,000 (the "Initial Class 5 Payment") to be distributed to Holders of Class 5 Claims on a pro rata basis. The Debtor will make a $200,000 payment on June 25, 2024 (the "Second Class 5 Payment") to be distributed to Holders of Class 5 Claims on a pro rata basis. Thereafter, beginning on September 25, 2024, the Debtor will make 14 equal quarterly payments totaling the amount necessary to satisfy the Class 5 Claims, with each such payment to be distributed to Holders of Class 5 Claims on a pro rata basis (each, a "Class 5 Quarterly Payment"). In addition to the Initial Class 5 Payment, the Second Class 5 Payment, and the Class 5 Quarterly Payment, each Holder of a Class 5 Claim shall be entitled to its pro rata share of the Class 5 Pro Rata Annual Surplus Cash Distribution following December 31 of any year in which there is Annual Surplus Cash until Class 5 Claims have been fully satisfied. Any Holder of a Class 5 Claim may opt to reduce its Allowed General Unsecured Claim to $10,000 and be treated as a Class 6 Claim, rather than a Class 5 Claim (the "Class 6 Opt-In"). Class 7 consists of Allowed Interests in the Debtor. All Interests in the Debtor shall be retained by the Holders of such Interests as of the Petition Date. No distributions shall be made to Holders of Interests on account of such Interests until Classes 1 through 6 have been paid in full, with the exception that distributions to Holders of Interests relating to pass through income tax shall be permitted. Until and unless Classes 1-6 are paid in full, the Interests held by Class 7 Holders shall not be diluted or otherwise have their value impaired by the Debtor. The Debtor will fund the distributions under the Plan from its ongoing operations. A full-text copy of the Amended Disclosure Statement dated February 20, 2024 is available at https://urlcurt.com/u?l=0KCyJj from PacerMonitor.com at no charge. Debtor's Counsel: Thomas A. Buford, Esq. BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Tel: (206) 292-2110 Fax: (206) 292-2104 E-mail: tbuford@bskd.com About Strategies 360 Strategies 360, Inc., is a full-service communications firm with offices in eleven states, the District of Columbia, and British Columbia. Strategies 360 sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. D.C. Case No. 23-12303-TWD) on Nov. 27, 2023. In the petition signed by John Rosenberg, chief financialofficer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Timothy W. Dore oversees the case. Thomas A. Buford, Esq., at Bush Kornfeld LLP, represents the Debtor as legal counsel. STRATEGIES 360: Seeks Continued Cash Collateral Access ------------------------------------------------------ Strategies 360, Inc. asks the U.S. Bankruptcy Court for the Western District of Washington to continue using cash collateral on an interim basis through the date of the Confirmation Hearing set for March 29, 2024. As previously reported by The Troubled Company Reporter, the Debtor was and remains indebted to KeyBank National Association under a reducing revolving line of credit with a principal balance of approximately $3.7 million as of November 22, 2023. The terms of the KeyBank Loan are set forth in various loan documents, including a Business Loan Agreement dated March 27, 2023, Promissory Note and Security Agreement, all dated November 5, 2021. The KeyBank Note matured on November 1, 2023. Pursuant to the KeyBank Security Agreement dated November 5, 2021, the Debtor granted KeyBank a blanket security interest in the Debtor's personal property to secure the KeyBank Loan. KeyBank caused a UCC-1 financing statement to be filed with respect to the Prepetition Collateral with the Washington Department of Licensing on October 1, 2019, Filing Number 2019-274-7933-1. A copy of the motion is available at https://urlcurt.com/u?l=z6Hzh1 from PacerMonitor.com. About Strategies 360, Inc. Strategies 360, Inc. is a full-service communications firm with offices in eleven states, the District of Columbia, and British Columbia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. D.C. Case No. 23-12303-TWD) on November 27, 2023. In the petition signed by John Rosenberg, chief financial officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Timothy W. Dore oversees the case. Thomas A. Buford, Esq., at Bush Kornfeld LLP, represents the Debtor as legal counsel. TARONIS FUELS: Plan Exclusivity Period Extended to May 13 --------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware extended Taronis Fuels, Inc. and its affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to May 13 and July 11, 2024, respectively. As shared by Troubled Company Reporter, the Debtors explained that now that they have sold substantially all of their assets and are winding down, they require additional time to complete remaining inventory liquidations and to engage in discussions with key stakeholders before filing and prosecuting a plan of liquidation, which the Debtors intend to file with the Court soon. The Debtors also require additional time to resolve certain outstanding claims, which will inure to the benefit of creditors of the Debtors' estates. At this critical juncture, as the Debtors prepare to solicit their plan, the submission of any competing plans would only interfere with the Debtors' plan process and unnecessarily divert valuable estate resources. Counsel to the Debtors: Jeremy W. Ryan, Esq. L. Katherine Good, Esq. Aaron H. Stulman, Esq. Katelin A. Morales, Esq. Sameen Rizvi, Esq. POTTER ANDERSON & CORROON LLP 1313 North Market Street, 6th Floor Wilmington, DE 19801 Tel: (302) 984-6000 Email: jryan@potteranderson.com kgood@potteranderson.com astulman@potteranderson.com kmorales@potteranderson.com srizvi@potteranderson.com About Taronis Fuels Taronis Fuels, Inc. and its affiliates manufacture and distribute industrial, medical, specialty and beverage gases and associated welding and safety supplies. Taronis Fuels and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-11121) on Nov. 11, 2022. In the petitions signed by their chief executive officer, R. Jered Ruyle, the Debtors estimated $10 million to $50 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. The Debtors tapped Potter Anderson & Corroon LLP as general bankruptcy counsel; Aurora Management Partners, Inc. as restructuring advisor; and Chipman Brown Cicero & Cole, LLP as special litigation counsel. Donlin, Recano & Company Inc. is the claims and noticing agent and administrative advisor. TEGNA INC: The Vanguard Group Holds 12.86% Equity Stake ------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 25,326,932 shares of TEGNA, Inc.'s Common Stock, representing 12.86% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/47mvdbwn About TEGNA Headquartered in Virginia, TEGNA Inc. is a broadcasting, digital media and marketing services company. As of Sept. 30, 2023, TEGNA has $7.20 billion in total assets and $4.22 billion in total liabilities. Egan-Jones Ratings Company, on January 16, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by TEGNA Inc. THRASIO HOLDINGS: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Thrasio Holdings, Inc. 85 West Street, 3rd Floor Walpole, Massachusetts 02081 Business Description: Thrasio is one of the largest aggregators of e-commerce "sellers" or brands in the world and a "top five" seller on Amazon. As of the Petition Date, Thrasio has sold millions of products to customers across the globe. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Chapter 11 Petition Date: February 28, 2024 Court: United States Bankruptcy Court District of New Jersey Two Hundred Forty-One affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Thrasio Holdings, Inc. (Main Case) 24-11840 DMD Group Inc. 24-11839 Mauve Monkey, Inc. 24-11841 Parchment Principles, Inc. 24-11842 Sunrise Martinis, Inc. 24-11843 Sunrise Season, Inc. 24-11844 Melanippe, Inc. 24-11845 Peach Projects, Inc. 24-11846 Carrot Solutions, Inc. 24-11847 Melon Movements, Inc. 24-11848 Sweet Nectar Enterprises, Inc. 24-11849 1 Thrasio One, Inc. 24-11850 Peanut Projects, Inc. 24-11851 Sandpaper Solutions, Inc. 24-11852 Sweet Potato Solutions, Inc. 24-11853 Meteor Movements, Inc. 24-11854 Cayenne Solutions, Inc. 24-11855 5 Thrasio Five, Inc. 24-11856 10 Thrasio Ten, Inc. 24-11857 Pearoller LTD 24-11858 Tangelo Tendencies, Inc. 24-11859 Mimosa Movements, Inc. 24-11860 Sandsnake Ventures, Inc. 24-11861 Champagne Projects, Inc. 24-11862 11 Thrasio Eleven, Inc. 24-11863 Penny Rose Solutions, Inc. 24-11864 Tangerine Ideas, Inc. 24-11865 Kingfisher Creations Inc. 24-11866 6 Thrasio Six, Inc 24-11867 Sandstorm Solutions, Inc. 24-11868 Tawny Tasks, Inc. 24-11869 Charope, Inc. 24-11870 Corn Snake Surprises, Inc. 24-11871 Pennycopper Trading, Inc. 24-11872 Modetro Retail Limited 24-11873 Bartstr Ltd 24-11874 12 Thrasio Twelve, Inc. 24-11875 Fyer Tropics, Inc. 24-11876 Tea Rose Risings, Inc. 24-11877 Kitchen Tools Ltd 24-11878 Cheddar Creations, Inc. 24-11879 7 Thrasio Seven, Inc. 24-11880 Penthe Company 24-11881 Ochre Organization, Inc. 24-11882 Sandy Leaf Farm Ltd 24-11883 14 Thrasio Fourteen, Inc. 24-11884 Teal Monkey, Inc. 24-11885 Crawfish Creations, Inc. 24-11886 Chestnut Creations, Inc. 24-11887 Persian Projects, Inc. 24-11888 8 Thrasio Eight, Inc. 24-11889 Old Rust Organization, Inc. 24-11890 Koi Creations, Inc. 24-11891 15 Thrasio Fifteen, Inc. 24-11892 Thrasio Australia Holdings Pty Ltd 24-11893 Sapphire Monkey, Inc. 24-11894 Basketball Beginning, Inc. 24-11895 Persimmon Projects, Inc. 24-11896 9 Thrasio Nine, Inc. 24-11897 Chili Clove, Inc. 24-11898 Orange Crush Organization, Inc. 24-11899 Ginger Cat Creations, Inc. 24-11900 16 Thrasio Sixteen, Inc. 24-11901 Thrasio, LLC 24-11902 Pizza Projects, Inc. 24-11903 Acorn Creations, Inc. 24-11904 Lace Decisions, Inc. 24-11905 Orange Fantasy, Inc. 24-11906 Chili Flakes, Inc. 24-11907 Sasana Group Limited 24-11908 Thrasio Intermediate Sub, LLC 24-11909 Beast Gear Limited 24-11910 Poppy Projects, Inc. 24-11911 17 Thrasio Seventeen, Inc. 24-11912 Daffodil Design, Inc. 24-11913 Ginger Creations, Inc. 24-11914 Laranja Logistics, Inc. 24-11915 Thrasio Services, LLC 24-11916 Orange Hope, Inc. 24-11917 Scarlet Solutions, Inc. 24-11918 Portocale Projects, Inc. 24-11919 Chipshot LTD 24-11920 Orange Margarita, Inc. 24-11921 Dahlia Dreams, Inc. 24-11922 Thrasio UK Holdings, Ltd 24-11923 Latte Logistics, Inc. 24-11924 Primrose Projects, Inc. 24-11925 Scotch Solutions, Inc. 24-11926 18 Thrasio Eighteen, Inc. 24-11927 Gingersnap Solutions, Inc. 24-11928 Orange Organization, Inc. 24-11929 Bellezo.com Ltd 24-11930 Tiger Affirmations, Inc. 24-11931 Pro Grade Products Ltd 24-11932 Leather Logistics, Inc. 24-11933 Chrysanthemum Creations, Inc. 24-11934 Dark Honey Design, Inc. 24-11935 Tiger Stripe Creations, Inc. 24-11936 Scouse LTD 24-11937 AirOrb Ltd 24-11938 Orange Peach Projects, Inc. 24-11939 Prothoe Limited 24-11940 Golden Gate Solutions, Inc. 24-11941 19 Thrasio Nineteen, Inc. 24-11942 Tomato Tasks, Inc. 24-11943 Lemon Logistics, Inc. 24-11944 Biscotti Solutions, Inc. 24-11945 Orange Peel Projects, Inc. 24-11946 Alloy Ideas, Inc. 24-11947 Seashell Solutions, Inc. 24-11948 Dark Orange Design, Inc. 24-11949 Topaz Traditions, Inc. 24-11950 Pure Chimp Ltd 24-11951 Cider Creations, Inc. 24-11952 Golden Kiwifruit Enterprises, Inc. 24-11953 Lemur Logistics, Inc. 24-11954 Orange Umbrella Creations, Inc. 24-11955 Tortilla Tasks, Inc. 24-11956 Sherbert Solutions, Inc. 24-11957 Bittersweet Billows, Inc. 24-11958 2 B Bountiful, Inc. 24-11959 Amber Ideas, Inc. 24-11960 Radiant Orange, Inc. 24-11961 Daybreak Developments, Inc. 24-11962 Levita Holdings, LLC 24-11963 Toxaris Limited 24-11964 Orangutan Organization, Inc. 24-11965 Cinnabar Creations, Inc. 24-11966 Goldfish Memories, Inc. 24-11967 Shortbread Solutions, Inc. 24-11968 Amber Oasis, Inc. 24-11969 Rissav Limited 24-11970 Traffic Cone Tuesdays, Inc. 24-11971 Lionfish Logistics, Inc. 24-11972 3 Thrasio Three, Inc. 24-11973 Oranssi Organization, Inc. 24-11974 Rose Bud Creations, Inc. 24-11975 Andromache, Inc. 24-11976 Siberian Tiger Solutions, Inc. 24-11977 Daylily Dreams, Inc. 24-11978 Truverge International Ltd. 24-11979 Citrine Solutions, Inc. 24-11980 Habanero Pepper Projects, Inc. 24-11981 Lobster Logistics, Inc. 24-11982 Bonfire Solutions, Inc. 24-11983 Orythia, Inc. 24-11984 Turmeric Transitions, Inc . 24-11985 Sockeye Strategies, Inc. 24-11986 AngOr-Pet Thrasio Two, Inc. 24-11987 Rosewood Wish, Inc. 24-11988 20 Thrasio Twenty, Inc. 24-11989 Magenta Peel Solutions, Inc. 24-11990 Discus Dreams, Inc. 24-11991 Classy Mango, Inc. 24-11992 Warm Red Wonders, Inc. 24-11993 Oyster Oasis, Inc. 24-11994 Green Cricket LTD 24-11995 Bronze Projects, Inc. 24-11996 SAFEREST HOLDINGS, LLC 24-11997 Antiope, Corp. 24-11998 Soft Spice, Inc. 24-11999 Mahogany Movements Inc. 24-12000 William Evans Retail Ltd 24-12001 Pantariste, Inc. 24-12002 Salmon Solutions, Inc. 24-12003 Classy Tangerine, Inc. 24-12004 Apple Affirmations, Inc. 24-12005 Spicy Solutions, Inc. 24-12006 Malt Decisions, Inc. 24-12007 Burning Neon, Inc. 24-12008 Harvest Charm, Inc. 24-12009 Sandcastle Days, Inc. 24-12010 Zabba, Inc. 24-12011 Pantone Projects, Inc. 24-12012 Starfish Solutions, Inc. 24-12013 Apricot Ideas, Inc. 24-12014 21 Thrasio Twenty One, Inc. 24-12015 Mango Movements, Inc. 24-12016 Papaya Projects, Inc. 24-12017 Burnt Summer Citrus, Inc. 24-12018 Strawflower Solutions, Inc. 24-12019 Clementine Creations, Inc. 24-12020 Ash Developments, LLC 24-12021 Mango Wonder, Inc. 24-12022 22 Thrasio Twenty Two, Inc. 24-12023 Dots for Spots Ltd. 24-12024 Sundaze Blaze Solutions, Inc. 24-12025 Assassin Bug Industries, Inc. 24-12026 Buttercup Creations, Inc. 24-12027 Clownfish Creations, Inc. 24-12028 Maple Movements, Inc. 24-12029 23 Thrasio Twenty Three, Inc. 24-12030 E & I Trading Ltd. 24-12031 Sunflare Solutions, Inc. 24-12032 Attain Recruitment Ltd 24-12033 Marigold Creations, Inc. 24-12034 Harley Orange, Inc. 24-12035 Butterscotch Beginnings, Inc. 24-12036 Comet Creations, Inc. 24-12037 Sunflower Saturnalia, Inc. 24-12038 24 Thrasio Twenty Four, Inc. 24-12039 Autumn Ideas, Inc. 24-12040 E&L Enterprises Limited 24-12041 Marmalade Mansions, Inc. 24-12042 HiC-Cork Thrasio One Inc. 24-12043 Copperhead Conspiracies, Inc. 24-12044 Autumn Waves, Inc. 24-12045 Sunkiss Solutions, Inc. 24-12046 Cafe Casa, Inc. 24-12047 25 Thrasio Twenty Five, Inc. 24-12048 ECom Heights LLC 24-12049 Sunny Operations, Inc. 24-12050 Coral Chrome, Inc. 24-12051 Hippolyte, Ltd. 24-12052 Emberglow Ideas, Inc. 24-12053 Califia Company 24-12054 Marmalade Movements, Inc. 24-12055 Honey Sunset, Inc. 24-12056 Marpesia, Co. 24-12057 Eurypyle, Inc. 24-12058 California Poppy Projects, Inc. 24-12059 Mars Makers, Inc. 24-12060 Ideal Monarch, Inc. 24-12061 Faint Orange Horizon, Inc. 24-12062 Candlelit Creations, Inc. 24-12063 Fall Foundations, Inc. 24-12064 Cantaloupe Creations Company 24-12065 Fawn Foundations, Inc. 24-12066 Caramel Creations, Inc. 24-12067 Ideastream Consumer Products, LLC 24-12068 Foxy Creations, Inc. 24-12069 Carnation Creations, Inc. 24-12070 Influencer Ideas, Inc. 24-12071 Frosty Dream, Inc. 24-12072 Ivory Ideas, Inc. 24-12073 Carotene Consortium, Inc. 24-12074 Jasper Gesture, Inc. 24-12075 Jiminy LTD 24-12076 Joss Solutions 2016 Limited 24-12077 Jupiter Gesture, Inc. 24-12078 Khaki Trips, Inc. 24-12079 Judge: Hon. Christine M Gravelle Debtors' General Bankruptcy Counsel: Anup Sathy, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: anup.sathy@kirkland.com - and - Matthew C. Fagen, P.C. Francis Petrie, Esq. Evan Swager, Esq. 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: matthew.fagen@kirkland.com francis.petrie@kirkland.com evan.swager@kirkland.com Debtors' Co-Bankruptcy Counsel: Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. Jacob S. Frumkin, Esq. COLE SCHOTZ P.C. Court Plaza North, 25 Main Street Hackensack, New Jersey 07601 Tel: (201) 489-3000 Email: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com jfrumkin@coleschotz.com Debtors' Investment Banker: CENTERVIEW PARTNERS LLC Debtors' Financial Advisor: ALIXPARTNERSS, LLP Debtors' Claims & Noticing Agent: KURTZMAN CARSON CONSULTANTS LLC Counsel to the Independent Directors: KATTEN MUCHIN ROSENMAN LLP Estimated Assets (on a consolidated basis): $1 billion to $10 billion Estimated Liabilities (on a consolidated basis): $500 million to $1 billion The petitions were signed by Josh Burke as chief financial officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ARL6GJA/Thrasio_Holdings_Inc__njbke-24-11840__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. YH Goods Asset Purchase Undetermined 31 Eklay Dr. Agreement Chester NY 10918 United States Aharon Ostreicher/Shimon Gertner 2. ChomChom Asset Purchase Undetermined 1 Lake Bellevue Drive, Suite 208 Agreement Bellevue WA 98005 United States Aaron Muller/Tetsu Liew 3. IdeaStream Consumer Products, LLC Asset Purchase Undetermined 427 Nassau Court Agreement Marco Island FL 34145 United States Anthony DeCarlo 4. The California Beach Co., LLC Asset Purchase Undetermined 10503 Foundation Rd. Agreement Austin TX 78726 United States Austin Wright/David Shoham 5. Cecilio Musical Asset Purchase Undetermined Instruments, Inc. Agreement 8676 Rochester Ave Rancho Cucamonga CA 91739-4905 United States Siufong Wu/Kenneth Khuong 6. U.S. Customs and Customs & Duties $5,133,095 Border Protection 5600 Pearl Street, 3rd Floor Rosemont IL 60018-5213 United States Patricia Walters 7. GXO Logistics Supply Chain, Inc. Trade Debt $2,949,659 7140 Cajon Blvd San Bernardino CA 92407 United States Ryan Cain 8. Quzhou Sanhe Outdoor Trade Debt $1,456,853 Equipment Technology Co., Ltd No. 2, DongJu Road Economic Development Zone LongYou County QuZhou City ZheJiang Province Lin Che 9. UniCargo Ltd Trade Debt $1,341,669 333 City Blvd W, Orange CA 92868 United States Erez Dan 10. STORD, Inc. Trade Debt $1,204,204 817 W Peachtree Street NW, Suite 200 Atlanta GA 30308 United States Tom Barone 11. RXO Managed Transport, LLC Trade Debt $1,144,371 (F/K/A XPO Logistics Managed Transporation, LLC) 11215 North Community House Road Charlotte NC 28277 United States Evan Laskaris 12. Port Priority Corp Trade Debt $635,056 105 Bracken Rd Montgomery NY 12549 United States Joseph Waldman 13. Leman USA Inc. Trade Debt $565,921 1860 Renaissance Blvd Sturtevant WI 53177 United States Rodrigo Bellettini 14. BTX Global Logistics Trade Debt $329,974 12 Commerce Drive Shelton CT 06484 United States Nick Bacarella 15. Chempace Corporation Trade Debt $300,878 339 Arco Dr Toledo OH 43607 United States Rick Shall 16. The Storage Place Trade Debt $274,372 Brewery Lane, Felling Gateshead NE10 0EY United Kingdom Paul Griffiths 17. Market Bound LLC (Seller Rocket) Trade Debt $242,200 6515 Longshore Loop, Suite 440 Dublin OH 43017 United States Rachel Glanz 18. Hangzhou Jinhong Sanniao Trade Debt $221,662 Down Products CO.,Ltd Xixu Village, Xintang Street Xiaoshan District Hangzhou Zhejiang Province China Angel 19. Kaamwork Technologies Inc. Trade Debt $219,431 404 Bryant St San Francisco CA 94107 United States Nilesh Parwani 20. Hzsamko Technologies Co., Ltd. Trade Debt $211,563 No.8,Jiaqi Road, Xianlin Street, Yuhang District, Hangzhou 31112 Jally Xu (Managing Director) 21. Blackline Systems, Inc. Trade Debt $199,900 21300 Victory Blvd. 12th Floor Woodland Hills CA 91367 United States Joe Silver 22. Airtable Trade Debt $150,472 799 Market Street 8/F San Francisco CA 94103 United States Jenny Mitchell 23. Tropical Products Inc. Trade Debt $130,413 200 Highland Ave Salem MA 01970 United States Rob Millis 24. WUXI JHT GROUP CO., LTD Trade Debt $129,594 66 HUICHANG ROAD,HUISHAN INDUSTRY PARK WUXI Jiangsu Province China Joe Cao 25. Hangzhou Huayi Home Trade Debt $125,872 Textile Co.,Ltd YongLian Industry Zone, GuaLi Town Xiaoshan District, Hangzhou China Johnny 26. Wuxi JHT Trading Co.,Ltd Trade Debt $124,527 Room 1801, South Building, 5 Zhihui Road, Huishan Economy Development Zone, Wuxi Jiangsu Sheng - JS China Cathy Xu 27. Meredith Corporation Trade Debt $115,854 1716 Locust Street Des Moines IA 50309 United States Anita Rutz 28. Berlin Packaging LLC Trade Debt $107,467 525 West Monroe Street 14th Floor Chicago IL 60661 United States Michael Levitan 29. Zhongshan Scott Clean & Trade Debt $106,837 Purification Co. Ltd B2 Building Jinwan Industrial Zone, Sanxiang Town Zhongshan City Guangdong Province China Vivian Ma/ Shery Hu 30. GLH Chemical Trade Debt $102,025 737 Harry McCarty Rd #403 Bethlehem GA 30620 United States Bern Mapes TOP INVESTMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Top Investment Property, LLC 3186 Spanhn Ranch Road Roseville, CA 95661 Chapter 11 Petition Date: February 28, 2024 Court: United States Bankruptcy Court Eastern District of California Case No.: 24-20748 Judge: Hon. Fredrick E. Clement Debtor's Counsel: Gabriel E. Liberman, Esq. LAW OFFICES OF GABRIEL LIBERMAN, APC 1545 River Park Drive., Ste 530 Sacramento, CA 95815 Tel: 916-485-1111 Fax: 916-485-1111 Email: attorney@4851111.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Pete Toplean as managing member. The Debtor indicated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DOFLV3Q/Top_Investment_Property_LLC__caebke-24-20748__0001.0.pdf?mcid=tGE4TAMA TRANSOCEAN LTD: The Vanguard Group Holds 8.47% Equity Stake ----------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 68,551,328 shares of Transocean Ltd's Common Stock, representing 8.47% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/yc7zxhye About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean Ltd. reported a net loss of $591 million for the year ended Dec. 31, 2021, a net loss of $568 million for the year ended Dec. 31, 2020 and a net loss of $1.25 billion for the year ended Dec. 31, 2019. * * * As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised its issuer credit rating on offshore drilling contractor Transocean Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects improved rig demand, higher day rates, and our view that there is reduced near-term risk of a distressed debt exchange or balance sheet restructuring." TRENDFIELD HOLDINGS: Chapter 15 Case Summary -------------------------------------------- Chapter 15 Debtor: Trendfield Holdings Ltd. Case No.: 24-22151 Chapter 15 Petition Date: February 27, 2024 Court: United States Bankruptcy Court Southern District of New York Judge: Hon. Sean H. Lane Foreign Proceeding: ____________ Foreign Representative: Matthew Richardson Foreign Representative's Counsel: Markus A. Stadler, Esq. Tel: 284-494-2444 Email: mstadler@mksolicitors.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 is now available for download at PacerMonitor.com. TRIMAX MEDICAL: Business Income & ERC Credits to Fund Plan ---------------------------------------------------------- Trimax Medical Management, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Georgia a Subchapter V Plan of Reorganization dated February 20, 2024. The Debtor was formed in 2005 and is located in Macon, Georgia. It is owned by Dr. Hugh F. Smisson, III, a neurosurgeon in Macon, Georgia, and has six employees (which it leases from ADP TotalSource). In or about May of 2021, the Debtor terminated its then CEO David Field. While the Debtor insisted, and still insists, that it had cause for terminating Mr. Field, and while the manner in which the Debtor terminated Mr. Field was coordinated through the advice of the Debtor's employment legal counsel (which is a creditor of the Debtor), Mr. Field disagreed and filed a wrongful termination suit against the Debtor, Southern Spine, and SCB (the "Field Lawsuit"). The Field Lawsuit went to trial in late 2023 and resulted in a $1,029,799.88 judgment against the Debtor dated November 9, 2023 (consisting of $590,350.88 in damages and $439,449.00 in attorneys' fees) (the "Field Judgment"), along with a judgment against Southern Spine for $20,890 but no recovery against SCB. To protect the Debtor's business, employees, and other creditors and to address and potentially resolve the Field Judgment, the Debtor filed this case on November 20, 2023. The purpose of this Plan is to allow the Debtor to reorganize its financial affairs in a way that will permit it to pay Allowed Claims as proposed in this Plan. To that end, the Debtor proposes to continue to operate, with the Reorganized Debtor funding its obligations under the Plan through its ongoing but restructured management fees, the receipt of Employee Retention Credits ("ERC Credits"), if any, and the sale of the Bass Capital Group receivable to Dr. Smisson for its liquidation value. Class 5 consists of the Allowed Unsecured Claims. The Reorganized Debtor shall pay the Holders of Class 5 Allowed Unsecured Claims their Pro Rata Share of the Class 5 Total based on each such Holder's Class 5 Allowed Unsecured Claim compared to the total of all Class 5 Allowed Unsecured Claims. The Reorganized Debtor shall pay such Class 5 Total Distribution in 4 or less annual installments of varying amounts (or as otherwise ordered by the Court) commencing within 60 days after the first anniversary of the Effective Date, with each subsequent annual installment being made within 60 days after each subsequent anniversary of the Effective Date. The Reorganized Debtor's obligations under Class 5 to make the Class 5 Total Distribution can be satisfied at any time, with any payment of the Class 5 Total Distribution, at whatever time that is on or before the dates required under the Plan, not resulting in a penalty, including, without limitation, a prepayment penalty. Such Class 5 Total Distribution, when paid in full, shall be in full satisfaction of the Reorganized Debtor's obligations under and of the Allowed Unsecured Claims allowed in Class 5. Notwithstanding anything else in the Plan to the contrary, any Allowed Unsecured Claim in Class 5 shall be reduced by any payment received by the creditor holding such Claim from any third party or other obligor and the Reorganized Debtor's obligations hereunder shall be reduced accordingly. Class 6 consists of Equity Interest Holders of Debtor. Dr. Hugh F. Smisson, III shall retain his Interest in the Reorganized Debtor and all associated rights, subject, however, to the provisions of the Plan. The Plan is a reorganizing Subchapter V Chapter 11 plan. The funds required for implementation of the Plan and the distributions hereunder shall be provided from the Debtor's business income, the ERC Credits (if any), the sale of the Bass Capital Group receivable to Dr. Smisson, and as otherwise shown on the Budget. A full-text copy of the Subchapter V Plan dated February 20, 2024 is available at https://urlcurt.com/u?l=M3aUHh from PacerMonitor.com at no charge. Counsel to the Debtor: David L. Bury, Jr., Esq. G. Daniel Taylor, Esq. Stone & Baxter, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Telephone: (478) 750-9898 Facsimile: (478) 750-9899 Email: dbury@stoneandbaxter.com dtaylor@stoneandbaxter.com About Trimax Medical Management Trimax Medical Management, Inc. was formed in 2005 and is located in Macon, Georgia. The Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-51628) on Nov. 20, 2023. In the petition signed by Hugh F. Smisson, III, CEO, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Stone & Baxter, LLP serves as the Debtor's counsel. TRIUMPH GROUP: Hill City Capital, 4 Others Hold 7.29% Stake ----------------------------------------------------------- Hill City Capital, LP, and affiliates, Hill City Capital Master Fund LP, Hill City Capital GP LLC, Hill City GP LLC, and Herbert Frazier, disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 5,601,437 shares of Triumph Group, Inc.'s Common Stock, representing 7.29% of the shares outstanding. The percentage is based on 76,855,941 Common Stock outstanding as of November 3, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, and filed with the Securities and Exchange Commission on November 7, 2023. A full-text copy of the Report is available at http://tinyurl.com/2azs4ka7 About Triumph Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. -- http://www.triumphgroup.com-- designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators. * * * As reported by the TCR on Dec. 27, 2023, Moody's Investors Service placed the Caa1 Corporate Family Rating and the Caa1-PD Probability of Default Rating of Triumph Group, Inc. on review for upgrade following the announcement on December 21, 2023, that Triumph agreed to sell its Product Support business to AAR CORP. (unrated) for $725 million. Moody's said the review for upgrade of the CFR and PDR will consider the benefits to the company's financial leverage, liquidity and refinancing risk that will accrue by retiring debt with the sale proceeds. As reported by the TCR on Dec. 8, 2023, S&P Global Ratings revised its outlook to positive from stable and affirmed the 'CCC+' issuer credit rating on Triumph Group Inc. S&P expects management to remain focused on deleveraging the balance sheet; however, there remains some risk around the company's upcoming maturity of its 2025 unsecured notes. TRIUMPH GROUP: The Vanguard Group Holds 9.14% Equity Stake ---------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned 7,021,354 shares of Triumph Group, Inc.'s Common Stock, representing 9.14% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/36ejkxu2 About Triumph Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. -- http://www.triumphgroup.com-- designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators. * * * As reported by the TCR on Dec. 27, 2023, Moody's Investors Service placed the Caa1 Corporate Family Rating and the Caa1-PD Probability of Default Rating of Triumph Group, Inc. on review for upgrade following the announcement on December 21, 2023, that Triumph agreed to sell its Product Support business to AAR CORP. (unrated) for $725 million. Moody's said the review for upgrade of the CFR and PDR will consider the benefits to the company's financial leverage, liquidity and refinancing risk that will accrue by retiring debt with the sale proceeds. As reported by the TCR on Dec. 8, 2023, S&P Global Ratings revised its outlook to positive from stable and affirmed the 'CCC+' issuer credit rating on Triumph Group Inc. S&P expects management to remain focused on deleveraging the balance sheet; however, there remains some risk around the company's upcoming maturity of its 2025 unsecured notes. UNITED AIRLINES: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable ------------------------------------------------------------------ Fitch Ratings has upgraded United Airlines Holdings, Inc. (United) and its primary operating subsidiary, United Airlines, Inc.'s Long-Term Issuer Default Ratings (IDRs) to 'BB-' from 'B+'. The Rating Outlook remains Stable. Fitch also rates the proposed term loan 'BB+'/'RR2' with proceeds used to refinance a portion of the outstanding term loan. Additionally, the agency has upgraded United's senior secured debt ratings to 'BB+'/'RR2' from 'BB'/'RR2' and unsecured debt ratings and industrial revenue bonds to 'BB-'/'RR4' from 'B-'/'RR6'. The IDR upgrade reflects United's improving credit metrics and planned gross debt repayment, while preserving and growing its financial flexibility. EBITDAR leverage ended 2023 at 4x, in line with Fitch's prior positive rating sensitivity, while net leverage was meaningfully lower as the company continues to hold a substantial cash balance. Fitch's rating case forecasts United's gross leverage to trend into the mid-3x range over the next one year-two years consistent with 'BB-' rating tolerances. Fitch also believes that the company's diverse route network and product offerings drive a better competitive position against the currently struggling domestic low-cost carriers. Another consideration is that United stands to benefit from its ongoing fleet renewal mainly due to increased average gauge and better fuel efficiency. The unsecured debt ratings upgrade mainly reflects the expected reduction in secured debt and growing unencumbered asset base. The company's considerable multi-year capital spending program and pressured FCF remain concerns. However, aircraft delivery delays are expected to ease the company's capital spending burden in coming years compared to prior estimates. Substantial financial flexibility provided by United's liquidity and unencumbered assets serve to temper concerns around upcoming capital spending commitments. KEY RATING DRIVERS Credit Facility Amendment: United plans to amend its existing senior secured credit facility; upsizing its revolver to $2.7 billion from $1.75 billion and repaying a portion of its outstanding term loan while extending its maturity from April 2025 to February 2029. An incremental $165 million of commitments that is not extending its maturity will be available until April 2025. The planned transaction supports the retention of financial flexibility following management's expected gross debt repayment. Credit Metrics Improving: United's credit metrics improved significantly over the course of 2023 driven by a healthy operating environment, lower fuel prices, and a resurgence in international demand. EBTIDAR leverage ended the year at 4x, down from over 6x at YE 2022. Fitch's rating case forecasts leverage will decline towards the mid-3x range over the next one year-two years driven by relatively stable operating margins and modest top line growth. Gross debt is expected to decline modestly following planned debt repayments, which could be offset by potential financing transactions to fund upcoming aircraft deliveries. United continues to retain elevated liquidity, driving net metrics that are roughly in line with higher-rated Delta Air Lines, though Fitch expects cash to come down over time as United works through its fleet renewal program. EBITDAR fixed charge coverage has also improved to more than 3x, above its prior positive rating sensitivity. Fitch expects incremental EBITDAR coverage improvement going forward. Constructive Environment: Fitch anticipates that demand for air travel will remain healthy through 2024, evidenced by recent reports of solid booking trends through the fourth quarter and the potential for improvement in business travel. Although Fitch expects slower U.S. economic growth next year, Fitch's Global Economic Outlook no longer anticipates a U.S. recession. Consumer resilience is likely to continue to include prioritizing spend on travel. Airline pricing power should remain broadly supported by limits on global seat supply driven by original equipment manufacturer (OEM) production delays and engine maintenance issues. However, inflationary pressure on consumer spending, overcapacity in certain markets, and the potential for weaker international travel following a resurgence in 2023 present downside risks. Improved Profitability: Fitch expects margins for United to remain roughly flat in 2024. A healthy demand environment and modestly lower jet fuel prices are being offset by a number of headwinds. US Airlines are contending with higher costs, particularly for labor and maintenance, slower macroeconomic growth, potential consumer weakness, and persistent supply chain constraints. Like most competitors, United's pilots ratified a new labor agreement in 2023 that calls for compensation increases of up to 40% over four years. Geopolitical tensions and their potential impact on fuel prices also raise concerns. However, these challenges are offset by a number of positives, including benefits to be gained from United's fleet initiatives (driving higher gauge, improving premium seating, better fuel efficiency, etc.), and more normalized operations following a period of re-building after the pandemic. Capital Program-Linked FCF Profile: Capital spending is expected to be less intense than previously anticipated in 2024 and 2025 due to aircraft delivery delays. Delays will be exacerbated by recent issues with the Boeing 737 MAX 9 and subsequent delays in certification for the MAX 10. Nevertheless, Fitch expects FCF to remain negative over the next several years as United goes through a period of significant fleet renewal and expansion. Fitch's rating case currently anticipates negative FCF of roughly $1 billion in 2024. United management has recently emphasized FCF generation even as it works through its fleet renewal suggesting a keener focus on preserving and possibly improving its financial flexibility. Expectations for ongoing negative FCF has been an overhang on United's ratings, and Fitch would view progress toward reversing this trend as supportive of further positive rating momentum. United Next Benefits To Be Realized: United is seeing benefits from its "United Next" fleet renewal plan, with the bulk of the planned improvement still to come. At the end of the third quarter, the company's orderbook included firm commitments for 749 aircraft to be delivered through 2033, equal to more than 85% of its current mainline fleet count. Fitch believes that United's fleet transformation will have a material positive impact on United's cost structure and on its competitive position in domestic markets. The aircraft on order will be significantly more fuel efficient both in terms of engine technology and in seats per departure. Fitch views the fleet renewal as particularly impactful for United's regional operations, where it remains much more heavily reliant on small, inefficient regional jets compared to competitors. DERIVATION SUMMARY United's 'BB-' rating is one notch above American Airlines (B+/Stable). The rating differential is driven, in part, by United's total debt burden which remains lower than American's along with a higher liquidity balance. However, Fitch views United as having lower de-leveraging capacity and greater execution risk relative to American due to the company's capital spending and fleet renewal program. United is two notches below Delta Air Lines (BB+/Positive), with the difference driven by higher gross leverage at United. Delta also benefits from higher operating margins and pre-pandemic track record of FCF generation. KEY ASSUMPTIONS - United's capacity grows around 7% in 2024 and in the low to mid-single digits annually thereafter; - Continued travel demand growth keeps load factors in the 83%-84% range; - Flat to modestly increasing unit revenues; - Jet fuel prices averaging around $2.80/gallon in 2024, implying Brent crude prices in the low-$80/barrel range, while crack spreads remain above historical averages; - Capital spending in line with the company's public guidance. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade - Adjusted debt/EBITDAR trending to 3.5x and EBITDAR fixed-charge towards 3.5x; - Neutral to positive sustained FCF; - EBITDAR margins maintained in the mid-teens or better - Progress towards United's fleet renewal efforts while maintaining financial flexibility, including maintaining or increasing unencumbered assets. Factors that could, individually or collectively, lead to negative rating action/downgrade - Adjusted debt/EBITDAR sustained above 4.5x or FFO fixed charge coverage sustained below 2.5x; - EBITDAR margins deteriorating into the low double-digit range; - Persistently negative or negligible FCF. LIQUIDITY AND DEBT STRUCTURE Liquidity Provides Downside Protection: United ended 4Q23 with cash and short-term investments totaling $14.4 billion and $1.75 billion available under its revolver, equivalent to 30% of United's LTM revenue. United's liquidity balance was higher than either of its major peers, and provides a material amount of protection against potential economic pressure. Prior to COVID, United targeted a minimum of $5 billion-$6 billion in total liquidity. Fitch expects the company's current liquidity balance, along with improving operating cash flows, to be sufficient to cover near-term obligations. Fitch expects United to direct a portion of its cash towards aircraft deliveries and upcoming debt maturities. As such, unencumbered assets are expected to rise through its forecast period, rebuilding after United utilized much of its unencumbered asset base to raise funds during the pandemic. Debt Structure: United's upcoming debt maturities are sizeable but manageable, including $3.9 billion in 2024, $3.4 billion in 2025 and $5.2 billion in 2026. Fitch expects maturities to be met through a combination of cash generated from operations, drawing down the current cash balance, and financing upcoming aircraft deliveries. United's debt structure primarily consists of aircraft backed EETCs, secured term loans and notes backed by the company's slots/gates/routes collateral, and secured notes and term loan backed by its loyalty program. United has a limited amount of unsecured notes as well as unsecured obligations that arose as part of the government Payroll Support Program. Revenue Bonds: Fitch also rates a series of special facility revenue bonds guaranteed by United. Funds from the bonds financed the construction of a multi-terminal baggage handling system, tenant and other improvements at International passenger terminal (Terminal E) and related airport facilities for use by United (formerly Continental Airlines) at George H. Bush International Airport/Houston. Although the revenue bonds benefit from a security interest in United's lease payments, Fitch views the risk profile of these revenue bonds as closer to United's unsecured issuances. United does not have a master lease at Houston International Airport. Instead, United has multiple leases in place tied to various terminals and facilities. In a bankruptcy scenario, it is possible select leases could take priority and leave other leases to be rejected or consolidated. As such, Fitch rates these revenue bonds in line with United's unsecured debt ratings. ISSUER PROFILE United Airlines is one of the largest airlines in the world. The company maintains hubs at Newark Liberty International Airport, Chicago O'Hare International Airport, Denver International Airport, George Bush Intercontinental Airport in Houston, and Los Angeles International Airport, among others. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- United Airlines Inc. LT IDR BB- Upgrade B+ senior secured LT BB+ New Rating RR2 senior unsecured LT BB- Upgrade RR4 B- senior secured LT BB+ Upgrade RR2 BB United Airlines Holdings, Inc. LT IDR BB- Upgrade B+ senior unsecured LT BB- Upgrade RR4 B- UNIVERSAL-1 IMPORTS: Lender Seeks to Prohibit Cash Access --------------------------------------------------------- Green Tree Capital, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, for authority to use cash collateral and provide adequate protection. An immediate and critical need exists to prohibit the Debtor's unauthorized use of cash collateral, which is collateral granted to Green Tree in connection with approximately $4.1 million in advances made to the Debtor (and affiliated non-debtor entities) less than 60 days ago as part of the Debtor's sale of accounts receivable to Green Tree. The Debtor's use of cash collateral without approval from the Court or the consent of Green Tree violates the basic tenets of the 11 U.S.C. Section 363. On December 19, 2023, the Debtor, Affiliates and Green Tree entered into the Agreement, whereby in exchange for advances made by Green Tree, the Debtor promised to pay a sum certain for future receivables, plus additional fees. The transaction between Green Tree, the Debtor and Affiliates was secured by a UCC-1 Finance Statement recorded as Instrument No. 202303430508 in the Florida Secured Transaction Registry on February December 19, 2023. As of the date of the Motion, the amount due and owing to Green Tree under the Green Tree Agreement is approximately $5.5 million. The amounts due include funds advanced of $1.350 million on December 19, 2023, together with the rollover of prior balances due to Green Tree from the Debtor whereby Green Tree advanced funds in the amounts of $1.4 million and $2.587 million, on November 22, 2023 and December 8, 2023, respectively. Pursuant to the Green Tree Agreement, the Debtor is obligated to make daily remittances to Green Tree in the amount of $80,000. Since December 20, 2023, the Debtor remitted approximately $680,000 to Green Tree. Green Tree holds a senior secured interest in the cash collateral. In order to provide Green Tree with adequate protection for the aggregate diminution of the cash collateral resulting from the Debtor's use thereof, Green Tree proposes to have a replacement lien pursuant to 11 U.S.C. Section 361(2) on and in all property of the Debtor acquired or generated after the Petition Date, to the same extent and priority, and of the same kind and nature, as the property of the Debtor securing the prepetition obligations to the Green Tree under the Green Tree Agreement. In addition, Green Tree seeks daily adequate protection payments in an amount to be determined, pending submission by the Debtor of cashflow projections which are suitable to the Court and Green Tree. A copy of the motion is available at https://urlcurt.com/u?l=TpYHsy from PacerMonitoor.com. About Universal-1 Imports, Inc. Universal-1 Imports, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11338) on Feb. 13, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Scott M Grossman presides over the case. Susan D. Lasky, Esq. at Susan D. Lasky PA represents the Debtor as counsel. UPHEALTH HOLDINGS: Plan Exclusivity Period Extended to April 30 --------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended UpHealth Holdings, Inc. and its affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to April 30 and July 1, 2024, respectively. As shared by Troubled Company Reporter, the Debtors claim that they have worked diligently to ensure their smooth transition into and out of chapter 11, and to preserve and maximize the value of their estates for the benefit of all stakeholders. The Debtors explained that accomplishing these tasks has been a labor-intensive process, and that the requested extensions are both appropriate and necessary to afford them sufficient time to prepare and obtain support for a chapter 11 plan and to mitigate the time and expense associated with incremental extension motions that inevitably would be required absent the relief requested. The Debtors also added that their affiliates are in the midst of a sales process that will pay a substantial portion of the secured debt guaranteed by the Debtors. The Debtors explained that additional progress consummating the sale needs to be made so that they will have a better understanding of when and how much of the secured debt will be paid. UpHealth Holdings, Inc and its affiliates are represented by: Stuart M. Brown, Esq. DLA PIPER LLP (US) 1201 N. Market Street, Suite 2100 Wilmington, DE 19801 Tel: (302) 468-5700 Email: stuart.brown@us.dlapiper.com - and - Richard A. Chesley, Esq. Jamila Justine Willis, Esq. DLA PIPER LLP (US) 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 335-4500 Email: richard.chesley@us.dlapiper.com jamila.willis@us.dlapiper.com About UpHealth Holdings UpHealth Holdings Inc. is a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management. UpHealth Holdings and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief executive officer, UpHealth Holdings disclosed up to $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel; Morrison & Foerster LLP as litigation counsel; and FTI Consulting, Inc. as financial advisor. Omni Agent Solutions is the Debtors' administrative agent. UPTOWN HOLDINGS: Case Summary & Three Unsecured Creditors --------------------------------------------------------- Debtor: Uptown Holdings, LLC 3823 Pope Street, SE Washington, DC 20020 Business Description: Uptown Holdings is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns the real property located at 441 Kennedy St. NW, Washington, DC, 20011 valued at $1.4 million. Chapter 11 Petition Date: February 27, 2024 Court: United States Bankruptcy Court District of Columbia Case No.: 24-00060 Debtor's Counsel: William C. Johnson, Jr., Esq. THE JOHNSON LAW GROUP, LLC 6305 Ivy Lane Suite 630 Greenbelt, MD 20770 Tel: (301) 477-3450 Fax: (301) 477-4813 Email: William@JohnsonLG.Law Total Assets: $1,400,000 Total Liabilities: $1,205,003 The petition was signed by Marcus Sands as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7RKJNOQ/Uptown_Holdings_LLC__dcbke-24-00060__0001.0.pdf?mcid=tGE4TAMA VANTAGE SPECIALTY: Moody's Lowers CFR to B3, Outlook Stable ----------------------------------------------------------- Moody's Investors Service downgraded Vantage Specialty Chemicals, Inc.'s Corporate Family Rating to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the existing backed senior secured first lien revolving credit facility and backed senior secured first lien term loan to B3 from B2. The outlook is stable. RATINGS RATIONALE Vantage's B3 corporate family rating reflects its small scale, weak credit metrics (Moody's adjusted debt/EBITDA of 7.2x in the twelve months ended September 2023) and high absolute debt levels relative to the size of the company's asset base (approximately $860 million) as a result of the acquisition-driven growth strategy under the private equity ownership. The company's earnings declined in 2023 as volumes dropped amid weak demand and destocking across all markets as well as weaker glycerin and fatty acid prices. The company processes tallow and natural oils into various derivatives used in variety of end markets. The growing market for biofuels has impacted demand, supply and pricing of key raw materials and products for the company, e.g. tallow and glycerin. In 2023, glycerin and fatty acid prices have been pressured due to imports of palm oil into North America for biofuel amid slow economic recovery in China. This has introduced volatility into Vantage performance and prompted investments to diversify feedstock. Moody's expects volume to grow modestly in 2024 due the absence of destocking, but that profitability will remain challenged due to slowing global growth, lower selling prices on glycerin and fatty acids, and relatively higher prices for major raw materials like tallow. The company has implemented cost management initiatives, including headcount reductions, improved operations and third-party cost savings. As a result Moody's expect modest earnings growth in 2024, but credit metrics will remain weak with Moody's adjusted debt/EBITDA around 6.4x in 2023 and 5.8x in 2024. Modestly higher earnings combined with high interest expense and elevated capital expenditures (relative to historic levels) will result in limited cash flow generation in 2024 and inability to significantly lower debt. This is credit negative given that the company's revolver turns current in April. The company will need to refinance its capital structure within the next two years, which raises the refinancing risk. The company's rating is supported by the company's established market positions in oleochemicals and the expanded specialty derivatives portfolio, which have a wide range of applications, including personal care, food, consumer products and industrial specialties. Furthermore, the company benefits from exposure to some more defensive consumer end markets, such as personal care, food and life sciences. Vantage competes in niche markets which require substantial investments and create barriers to entry. Another positive factor underpinning the rating is the company's large proportion of contractual pass-through provisions in oleochemical contracts, as well as its ability to raise prices in its specialty derivatives business. Despite several acquisitions that have increased geographic diversity, Vantage's revenue and EBITDA are heavily concentrated in the US. Vantage has improved operational flexibility through several transactions; however, a high degree of operational risk still exists as the company is highly dependent on two manufacturing sites located in Gurnee, Illinois and Chicago, Illinois. Moody's anticipates that Vantage will maintain adequate liquidity over the next 12 months with available cash on the balance sheet and access to the $100 million secured revolving credit facility. The company had approximately $30 million of cash as of September 30, 2023 and $36 million drawn on the $100 million revolver, leaving $64 million of availability. The revolver will turn current in April and it matures on April 26, 2025. The company pays 1% annual amortization payments on its $835 million term loan, which matures on October 26, 2026. The revolver contains a springing first lien net leverage covenant, which is set at 7.5x once utilization exceeds 35%. The company is in compliance with the covenant as of September 30, 2023, and Moody's does not anticipate that Vantage will breach the covenant over the next 12 months. All assets are encumbered under the credit facilities leaving limited means of alternative liquidity. The stable outlook assumes that Vantage earnings hit a trough in 2023 with minimal growth projected in 2024 and some improvement in free cash flow generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Although not likely over the next 12 months, Moody's would consider an upgrade if Debt/EBITDA, including Moody's standard adjustments, is maintained below 5.0x, EBITDA/Interest improves above 2.0x, retained cash flow to net debt rises above 10% and free cash flow rises to levels that allow it to materially reduce debt ahead of its maturities in 2026. Moody's would consider a downgrade if the company does not start demonstrating earnings growth in 2024 and does not address its revolver maturity in a timely manner. Moody's would downgrade the ratings if Debt/EBITDA remains above 6.0x, EBITDA/Interest remains below 1.5x, liquidity worsens and free cash flow is negative. Vantage Specialty Chemicals, Inc. based in Chicago, Illinois, is a privately-held company that focuses on natural ingredient products including those derived from animal fat and vegetable oil. The company operates two business segments, Consumer Solutions and Performance Solutions. In October 2017, H.I.G Capital acquired the majority equity stake in Vantage from its previous owner, The Jordan Company. Vantage reported revenue of $0.9 billion for the last twelve months ended September 30, 2023. The principal methodology used in these ratings was Chemicals published in October 2023. VIASAT INC: FPR Partners, Two Others Hold 2.3% Stake ---------------------------------------------------- FPR Partners, LLC, Andrew Raab and Bob Peck disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they collectively beneficially owned 2,860,335 shares of Viasat, Inc.'s Common Stock, representing 2.3%, based upon shares outstanding as of October 27, 2023, as reported by Viasat on its Form 10-Q for the quarterly period ending September 30, 2023. A full-text copy of the report is available at http://tinyurl.com/28ecynb4 About Viasat Inc. Viasat, Inc., headquartered in Carlsbad, California, operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related Communications, 0networking systems and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band and S-band spectrum, and provides voice and data services to customers on land, at sea and in the air. Egan-Jones Ratings Company, on November 15, 2023, retained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. EJR also withdraws rating on commercial paper issued by the Company. VISTAGEN THERAPEUTICS: Registers for Sale $350M Worth of Securities ------------------------------------------------------------------- Vistagen Therapeutics, Inc. has filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission relating to the offering and selling of the Company's securities from time to time in one or more offerings of up to $350,000,000 in aggregate offering price. The Company's registration statement contains two prospectuses: -- a base prospectus covering the offering, issuance and sale by the Company of up to $350,000,000 in the aggregate of the securities identified above from time to time, subject to market conditions and prices, liquidity objectives and other investment considerations; and -- a Sales Agreement prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $100,000,000 of the Company's common stock that may be issued and sold under an Open Market Sale Agreement entered into with Jefferies LLC. A full-text copy of the Company's registration statement with further information is available at http://tinyurl.com/2sue82wa About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics, Inc. -- http://www.vistagen.com-- is a biopharmaceutical company committed to developing and commercializing innovative medicines with the potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. VistaGen reported a net loss and comprehensive loss of $47.76 million for the fiscal year ended March 31, 2022, compared to a net loss and comprehensive loss of $17.93 million for the fiscal year ended March 31, 2021. As of Dec. 31, 2022, the Company had $29.71 million in total assets, $9.03 million in total liabilities, and $20.67 million in total stockholders' equity. In its Quarterly Report filed on February 7, 2023, Vistagen Therapeutics said it had cash and cash equivalents of approximately $25.0 million at December 31, 2022, which it believes will not be sufficient to fund its planned operations for the next 12 months, which raises substantial doubt regarding its ability to continue as a going concern. VISTAGEN THERAPEUTICS: The Vanguard Group Holds 6.79% Equity Stake ------------------------------------------------------------------ The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it beneficially owned an aggregate amount of 1,834,512 shares of VistaGen Therapeutics, Inc.'s Common Stock, representing 6.79% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/3yj7n699 About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics, Inc. -- http://www.vistagen.com-- is a biopharmaceutical company committed to developing and commercializing innovative medicines with the potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. VistaGen reported a net loss and comprehensive loss of $47.76 million for the fiscal year ended March 31, 2022, compared to a net loss and comprehensive loss of $17.93 million for the fiscal year ended March 31, 2021. As of Dec. 31, 2022, the Company had $29.71 million in total assets, $9.03 million in total liabilities, and $20.67 million in total stockholders' equity. In its Quarterly Report filed on February 7, 2023, Vistagen Therapeutics said it had cash and cash equivalents of approximately $25.0 million at December 31, 2022, which it believes will not be sufficient to fund its planned operations for the next 12 months, which raises substantial doubt regarding its ability to continue as a going concern. WATERVILLE REDEVELOPMENT: Case Summary & Two Unsecured Creditors ---------------------------------------------------------------- Debtor: Waterville Redevelopment Company IV, LLC 45 Church Street Gardiner, ME 04345 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: February 27, 2024 Court: United States Bankruptcy Court District of Maine Case No.: 24-10027 Judge: Hon. Peter G. Cary Debtor's Counsel: David C. Johnson, Esq. MARCUS CLEGG 16 Middle Street Unit 501A Portland, ME 04101 Tel: (207) 828-8000 Email: bankruptcy@marcusclegg.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin Mattson as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GW5QMMY/Waterville_Redevelopment_Company__mebke-24-10027__0001.0.pdf?mcid=tGE4TAMA WELLS SOLAR: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Wells Solar & Electrical Services LLC 3805 Bee Creek Road Spicewood, TX 78669 Business Description: The Debtor is a residential solar installer in Texas. Chapter 11 Petition Date: February 27, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-10193 Judge: Hon. Christopher G. Bradley Debtor's Counsel: Stephen W Sather, Esq. BARRON & NEWBURGER, P.C. 7320 N. MoPac Expressway 400 Austin TX 78731 Tel: (512) 649-3243 Tel: (512) 476-9103 x220 Email: ssather@bn-lawyers.com Total Assets: $1,401,047 Total Liabilities: $7,635,775 The petition was signed by Carl Robert Wells as CEO. 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/BTUBC2Q/Wells_Solar__Electrical_Services__txwbke-24-10193__0001.0.pdf?mcid=tGE4TAMA WORKINGLIVE TECHNOLOGIES: Seeks to Use Cash Collateral ------------------------------------------------------ WorkingLive Technologies, Inc. asks the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund the necessary operating expenses of its business. Zoom is the Debtor's primary vendor. During the remote-work boom of the Covid-19 pandemic, the Debtor significantly increased the amount of licenses it purchases from Zoom. As the pandemic subsided, the Debtor experienced a decreasing customer base without a corresponding change in its obligations to Zoom. The Debtor filed the bankruptcy to either restructure its contract with Zoom or to find a new video-conferencing vendor. To fund its business, the Debtor entered into a merchant cash advance agreement with Itria Ventures LLC. Itria may assert a security interest in the Debtor's cash, accounts receivable, equipment, inventory, and any proceeds therefrom. Itria has a claim for $96,750. The Debtor also has a line of credit from Headway Capital, LLC. Headway may assert a security interest in all of the Debtor's assets. Headway has a claim for $26,365. Itria and Headway are potentially secured creditors with a potential interest in the Debtor's cash collateral. The adequate protection provided to Itria and Headway includes (a) the Debtor's positive cash flow position and (b) replacement liens against the property of the Debtor for any use of cash collateral, with such liens having the same seniority and entitled to the same level of priority as the priority of such creditors' perfected liens—if any—against the Debtor's property that existed prior to the Petition Date. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=m9h3T5 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $27,528 for the week ending March 6, 2024. About WorkingLive Technologies, Inc. WorkingLive Technologies, Inc. provides video conferencing and e-commerce services primarily to direct sales and affiliate marketing companies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11654-MAM) on February 21, 2024. In the petition signed by Nicolas Rowe, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the Debtor as legal counsel. WYNN RESORTS: Hospitality Headquarters, 2 Others Report Stakes -------------------------------------------------------------- The following entities disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially own shares of Wynn Resorts, Limited's common stock: Shares Percent Reporting Person Beneficially Owned of Class Hospitality Headquarters, Inc 6,863,324 6.1% Fertitta Entertainment, Inc 10,000 Less than 0.1% Tilman J. Fertitta 6,972,749 6.2% The ownership information represents beneficial ownership of Common Stock of the Issuer as of the date of this filing, based upon 112,945,993 shares of Common Stock outstanding as of October 31, 2023, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. The amount of Common Stock reported as beneficially owned above includes (i) 6,863,324 shares of Common Stock that are beneficially owned by Hospitality Headquarters, Inc.; (ii) 10,000 shares of Common Stock that are beneficially owned by Fertitta Entertainment, Inc.; and (iii) 99,425 shares of Common Stock that are beneficially owned by Mr. Fertitta. Mr. Fertitta is the sole shareholder of Fertitta Entertainment, Inc. and Hospitality Headquarters, Inc. As such, Mr. Fertitta may be deemed to share beneficial ownership of the securities beneficially owned by Fertitta Entertainment, Inc. and Hospitality Headquarters, Inc. A full-text copy of the Report is available at http://tinyurl.com/yp4xhvz9 About Wynn Resorts Ltd. Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and operates hotels and casino resorts. As of Sept. 30, 2023, Wynn Resorts has $13.34 billion in total assets and $15.05 billion in total liabilities. Egan-Jones Ratings Company on September 19, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts, Limited. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re ASM Gas Inc. Bankr. C.D. Cal. Case No. 24-10791 Chapter 11 Petition filed February 20, 2024 See https://www.pacermonitor.com/view/GGFZSRA/ASM_Gas_Inc__cacbke-24-10791__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Rodney William Place, Jr. Bankr. N.D. Cal. Case No. 24-40240 Chapter 11 Petition filed February 20, 2024 represented by: Sandford Frey, Esq. In re Rodney William Place, Jr. Bankr. N.D. Cal. Case No. 24-40240 Chapter 11 Petition filed February 20, 2024 represented by: Sandford Frey, Esq. In re Hoang Phuong Thi Smith Bankr. D. Colo. Case No. 24-10685 Chapter 11 Petition filed February 20, 2024 represented by: Jeffrey Weinman, Esq. In re Pap Oil Group, Inc. Bankr. S.D. Fla. Case No. 24-11581 Chapter 11 Petition filed February 20, 2024 See https://www.pacermonitor.com/view/USX57YY/Pap_Oil_Group_Inc__flsbke-24-11581__0001.0.pdf?mcid=tGE4TAMA represented by: Nicholas Rossoletti, Esq. RON S. BILU PA E-mail: rbilu@bilulaw.com In re Jonathan Chadwick Ingram Bankr. S.D. Fla. Case No. 24-11602 Chapter 11 Petition filed February 20, 2024 represented by: Christian Somodevilla, Esq. In re 500 Grant Street, LLC Bankr. D. Minn. Case No. 24-40442 Chapter 11 Petition filed February 20, 2024 See https://www.pacermonitor.com/view/3OZLBKY/500_GRANT_STREET_LLC__mnbke-24-40442__0001.0.pdf?mcid=tGE4TAMA represented by: John D. Lamey III, Esq. LAMEY LAW FIRM, P.A. E-mail: JLAMEY@LAMEYLAW.COM In re Hamel Trucking, LLC Bankr. D.N.H. Case No. 24-10102 Chapter 11 Petition filed February 20, 2024 See https://www.pacermonitor.com/view/6TYOKWI/Hamel_Trucking_LLC__nhbke-24-10102__0001.0.pdf?mcid=tGE4TAMA represented by: William S. Gannon, Esq. WILLIAM S. GANNON PLLC E-mail: bgannon@gannonlawfirm.com In re Irina Gordon Bankr. D.N.J. Case No. 24-11590 Chapter 11 Petition filed February 20, 2024 represented by: Alla Kachan, Esq. In re Samuel Gratt Bankr. D.N.J. Case No. 24-11577 Chapter 11 Petition filed February 20, 2024 In re 1105 Winthrop Street LLC Bankr. E.D.N.Y. Case No. 24-40738 Chapter 11 Petition filed February 20, 2024 See https://www.pacermonitor.com/view/UOH6IPA/1105_Winthrop_Street_LLC__nyebke-24-40738__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 51 Hills LLC Bankr. E.D.N.Y. Case No. 24-40744 Chapter 11 Petition filed February 20, 2024 See https://www.pacermonitor.com/view/U52CEQI/51_Hills_LLC__nyebke-24-40744__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re J.K. Patisserie & Bakery LLC Bankr. E.D.N.Y. Case No. 24-40746 Chapter 11 Petition filed February 20, 2024 See https://www.pacermonitor.com/view/VAJLCDQ/JK_PATISSERIE__BAKERY_LLC__nyebke-24-40746__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM PLLC E-mail: lmorrison@m-t-law.com In re Asheville Packing, Inc. Bankr. W.D.N.C. Case No. 24-10019 Chapter 11 Petition filed February 20, 2024 See https://www.pacermonitor.com/view/RFGESUY/Asheville_Packing_Inc__ncwbke-24-10019__0001.0.pdf?mcid=tGE4TAMA represented by: Michael L. Martinez, Esq. GRIER WRIGHT MARTINEZ, PA E-mail: mmartinez@grierlaw.com In re LSS Trucking Transport Bankr. N.D. Tex. Case No. 24-30468 Chapter 11 Petition filed February 20, 2024 See https://www.pacermonitor.com/view/S4YN6LY/LSS_Trucking_Transport__txnbke-24-30468__0001.0.pdf?mcid=tGE4TAMA represented by: Eric Liepins, Esq. ERIC A. LIEPINS E-mail: agenda@ealpc.com In re Michael L. Cox Bankr. N.D. Tex. Case No. 24-50037 Chapter 11 Petition filed February 20, 2024 represented by: Brad Odell, Esq. In re Genie Investments NV Inc. Bankr. M.D. Fla. Case No. 24-00496 Chapter 11 Petition filed February 21, 2024 See https://www.pacermonitor.com/view/ALA3EFY/Genie_Investments_NV_Inc__flmbke-24-00496__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Nikki Marie Kavouklis Bankr. M.D. Fla. Case No. 24-00862 Chapter 11 Petition filed February 21, 2024 represented by: Ellen M., Esq. In re Janae and Associates, LLC Bankr. S.D. Fla. Case No. 24-11619 Chapter 11 Petition filed February 21, 2024 See https://www.pacermonitor.com/view/TDH5NSI/Janae_and_Associates_LLC__flsbke-24-11619__0001.0.pdf?mcid=tGE4TAMA represented by: Brian K. McMahon, Esq. BRIAN K. MCMAHON, PA E-mail: briankmcmahon@gmail.com In re WorkingLive Technologies, Inc. Bankr. S.D. Fla. Case No. 24-11654 Chapter 11 Petition filed February 21, 2024 See https://www.pacermonitor.com/view/K22YTNI/WorkingLive_Technologies_Inc__flsbke-24-11654__0001.0.pdf?mcid=tGE4TAMA represented by: Bradley S. Shraiberg, Esq. SHRAIBERG PAGE PA E-mail: bss@slp.law In re National Solar Service, LLC Bankr. N.D. Ill. Case No. 24-02395 Chapter 11 Petition filed February 21, 2024 See https://www.pacermonitor.com/view/N63J64Y/National_Solar_Service_LLC__ilnbke-24-02395__0001.0.pdf?mcid=tGE4TAMA represented by: Richard G Larsen, Esq. SPRINGERLARSENGREENE, LLC E-mail: rlarsen@springerbrown.com In re Linda C. Parker Bankr. W.D. Pa. Case No. 24-20404 Chapter 11 Petition filed February 21, 2024 represented by: Donald Calaiaro, Esq. In re Paul Kieru Mbugua Bankr. N.D. Tex. Case No. 24-30476 Chapter 11 Petition filed February 21, 2024 represented by: Ecker, C., Esq. In re Florida Res-Com Roofing, Inc. Bankr. M.D. Fla. Case No. 24-00888 Chapter 11 Petition filed February 22, 2024 See https://www.pacermonitor.com/view/LWPRY7Q/Florida_Res-Com_Roofing_Inc__flmbke-24-00888__0001.0.pdf?mcid=tGE4TAMA represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: All@tampaesq.com In re A Better Day Therapy, Learning Center, Inc. Bankr. S.D. Fla. Case No. 24-11691 Chapter 11 Petition filed February 22, 2024 See https://www.pacermonitor.com/view/I7WHJSI/A_Better_Day_Therapy_Learning__flsbke-24-11691__0001.0.pdf?mcid=tGE4TAMA represented by: Jacqueline Calderin, Esq. AGENTIS PLLC E-mail: jc@agentislaw.com In re Ben-Mac L.L.C. Bankr. E.D.N.Y. Case No. 24-70653 Chapter 11 Petition filed February 22, 2024 See https://www.pacermonitor.com/view/VAWQBPA/Ben-Mac_LLC__nyebke-24-70653__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Crossroad Realty NY, LLC Bankr. E.D.N.Y. Case No. 24-70652 Chapter 11 Petition filed February 22, 2024 See https://www.pacermonitor.com/view/UOYBYSQ/Crossroad_Realty_NY_LLC__nyebke-24-70652__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Waterbury Charleys Philly Steaks Inc. Bankr. E.D.N.Y. Case No. 24-40803 Chapter 11 Petition filed February 22, 2024 See https://www.pacermonitor.com/view/AYTMEYY/Waterbury_Charleys_Philly_Steaks__nyebke-24-40803__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM PLLC E-mail: lmorrison@m-t-law.com In re Waterbury Charleys Philly Steaks Inc. Bankr. E.D.N.Y. Case No. 24-40814 Chapter 11 Petition filed February 22, 2024 See https://www.pacermonitor.com/view/3TXII4Y/BUCKLAND_CHARLEY_INC__nyebke-24-40814__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM PLLC E-mail: lmorrison@m-t-law.com In re Mork's Auto Revival, LLC Bankr. W.D. Wash. Case No. 24-10402 Chapter 11 Petition filed February 22, 2024 See https://www.pacermonitor.com/view/6FR4IFY/Morks_Auto_Revival_LLC__wawbke-24-10402__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas D. Neeleman, Esq. NEELEMAN LAW GROUP, P.C. Email: courtmail@expresslaw.com In re Charity Towing and Recovery, LLC Bankr. D. Ariz. Case No. 24-01298 Chapter 11 Petition filed February 23, 2024 See https://www.pacermonitor.com/view/54XWV2Y/CHARITY_TOWING_AND_RECOVERY_LLC__azbke-24-01298__0001.0.pdf?mcid=tGE4TAMA represented by: Allan D. NewDelman, Esq. ALLAN D. NEWDELMAN, P.C E-mail: anewdelman@adnlaw.net In re Daniel David Rodarte and Ann Marie Rodarte Bankr. C.D. Cal. Case No. 24-11328 Chapter 11 Petition filed February 23, 2024 In re Loopster's Towing and Collision, Inc. Bankr. M.D. Fla. Case No. 24-00532 Chapter 11 Petition filed February 23, 2024 See https://www.pacermonitor.com/view/RN6HJNI/Loopsters_Towing_and_Collision__flmbke-24-00532__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC E-mail: jeff@bransonlaw.com In re Abrite Electric Corp. Bankr. S.D. Fla. Case No. 24-11723 Chapter 11 Petition filed February 23, 2024 See https://www.pacermonitor.com/view/6V2KQAA/Abrite_Electric_Corp__flsbke-24-11723__0001.0.pdf?mcid=tGE4TAMA represented by: Ariel Sagre, Esq. SAGRE LAW FIRM, P.A. E-mail: law@sagrelawfirm.com In re Renella Ann Jones Bankr. W.D. La. Case No. 24-50115 Chapter 11 Petition filed February 23, 2024 represented by: Thomas St. Germain, Esq. In re D and J's Hash House, Inc. Bankr. D. Mass. Case No. 24-30072 Chapter 11 Petition filed February 23, 2024 See https://www.pacermonitor.com/view/GTK7PBQ/D_and_Js_Hash_House_Inc__mabke-24-30072__0001.0.pdf?mcid=tGE4TAMA represented by: Robert E. Girvan III, Esq. WEINER LAW FIRM, P.C E-mail: RGirvan@Weinerlegal.com In re High Tech Landscape Contractors, LLC Bankr. D.N.J. Case No. 24-11719 Chapter 11 Petition filed February 23, 2024 See https://www.pacermonitor.com/view/SWCNAPI/High_Tech_Landscape_Contractors__njbke-24-11719__0001.0.pdf?mcid=tGE4TAMA represented by: Bruce H. Levitt, Esq. LEVITT & SLAFKES, P.C. In re MFG Prestige Auto Group Bankr. D.N.J. Case No. 24-11727 Chapter 11 Petition filed February 23, 2024 See https://www.pacermonitor.com/view/42GE4RI/MFG_Prestige_Auto_Group__njbke-24-11727__0001.0.pdf?mcid=tGE4TAMA represented by: Anthony Sodono, III, Esq. MCMANIMON, SCOTLAND & BAUMANN, LLC E-mail: asodono@msbnj.com In re William H. Hensler, Jr. and Susan J. Hensler Bankr. W.D. Pa. Case No. 24-20441 Chapter 11 Petition filed February 23, 2024 represented by: Brian Thompson, Esq. In re Glenn Charles Stromberg Bankr. E.D. Tex. Case No. 24-60107 Chapter 11 Petition filed February 23, 2024 represented by: M. Watson, Esq. In re Billy Ray Strickland Bankr. W.D. Tex. Case No. 24-50251 Chapter 11 Petition filed February 23, 2024 represented by: William Davis, Esq. In re Ashley Nguyen Bankr. C.D. Cal. Case No. 24-10451 Chapter 11 Petition filed February 25, 2024 represented by: Stephen Wade, Esq. In re Extended Family Trust Bankr. E.D. Cal. Case No. 24-20699 Chapter 11 Petition filed February 25, 2024 See https://www.pacermonitor.com/view/ZHUEEFY/Extended_Family_Trust__caebke-24-20699__0001.0.pdf?mcid=tGE4TAMA represented by: Robert McCann, Esq. MCCANN & ASSOCIATES E-mail: RMCCANNLAW@GMAIL.CO In re Ashkan Mirfakhr Rajaee and Nassim Rajaee Bankr. S.D. Cal. Case No. 24-00617 Chapter 11 Petition filed February 26, 2024 represented by: Leslie Cohen, Esq. LESLIE COHEN LAW, PC In re Florist Atlanta, Inc. Bankr. N.D. Ga. Case No. 24-51980 Chapter 11 Petition filed February 26, 2024 See https://www.pacermonitor.com/view/FSBEUNI/Florist_Atlanta_Inc__ganbke-24-51980__0001.0.pdf?mcid=tGE4TAMA represented by: William Rountree, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC E-mail: wrountree@rlkglaw.com In re Warner 26 Inc. Bankr. E.D.N.Y. Case No. 24-70721 Chapter 11 Petition filed February 26, 2024 See https://www.pacermonitor.com/view/S2XJFYY/Warner_26_Inc__nyebke-24-70721__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Noble Classic Homes, Inc dba Noble Classic Homes Bankr. E.D. Tex. Case No. 24-40405 Chapter 11 Petition filed February 26, 2024 See https://www.pacermonitor.com/view/EEVWPXQ/Noble_Classic_Homes_Inc_dba_Noble__txebke-24-40405__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel C. Durand III, Esq. DURAND & ASSOCIATES, PC E-mail: diana@durandlaw.com; durand@durandlaw.com In re AZAP Welding & Construction, LLC Bankr. N.D. Tex. Case No. 24-30520 Chapter 11 Petition filed February 26, 2024 See https://www.pacermonitor.com/view/6NMSB3A/AZAP_Welding__Construction_LLC__txnbke-24-30520__0001.0.pdf?mcid=tGE4TAMA represented by: Connor Nash, Esq. JAMES S. BELL, PC E-mail: connor@jamesbellpc.com In re Charles Yeh Bankr. E.D. Va. Case No. 24-10332 Chapter 11 Petition filed February 26, 2024 represented by: Elizabeth Douglass, Esq. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. 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