/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240403.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 3, 2024, Vol. 28, No. 93 Headlines 22ND CENTURY: Freed Maxick CPAs Raises Going Concern Doubt 301 W NORTH AVENUE: Seeks Cash Collateral Access 4E BRANDS: To Modify Ch. 11 Plan to Allow Creditors to Recover Fees A ALL-SAFE: Maria Yip Named Subchapter V Trustee A&J LOGISTICS: Brenda Brooks Named Subchapter V Trustee ACORDA THERAPEUTICS: Case Summary & 30 Top Unsecured Creditors AEARO TECHNOLOGIES: 3M Gets Enough Support for $6-Bil. Earplug Pact AEARO TECHNOLOGIES: 3M Lawyer Lands Among Highest Paid AFFORDABLE POOL: Seeks Cash Collateral Access AIRSPAN NETWORKS: Files for Chapter 11 With Debt-for-Equity Plan ALCHEMICAL SOLUTIONS: Court OKs Cash Collateral Access Thru Aug 10 ALL-SAFE: Court OKs Interim Cash Collateral Access AMERICANAS SA: Launches 2030 Notes Cash Tender Offer AMYNTA HOLDINGS: S&P Alters Outlook to Positive, Affirms 'B-' ICR APOSTOLIC CHURCH: Court OKs Cash Collateral Access Thru April 30 ARCADIA BIOSCIENCES: Deloitte & Touche Raises Going Concern Doubt ASURION LLC: Offers Lenders Small Fee to Delay Financial Results ATARA BIOTHERAPEUTICS: Deloitte & Touche Raises Going Concern Doubt BABCOCK SOLUTIONS: Seeks Cash Collateral Access BENDED PAGE: Seeks Cash Collateral Access Thru April 19 BETTER POOL: Court OKs Interim Cash Collateral Access BLACK HORSE EHT: Skips Semiannual Debt Payment BLUE INTERNATIONAL: May Use Dominion's Cash Collateral BLUE INTERNATIONAL: May Use FTF Lending's Cash Collateral BLUE INTERNATIONAL: May Use Residential's Cash Collateral BLUE INTERNATIONAL: May Use Wilmington's Cash Collateral BMI MOTORS: Wins Cash Collateral Access Thru April 30 BRIGANTE ENTERPRISE: Court OKs Interim Cash Collateral Access BROTHERS GRIMM: Wins Cash Collateral Access Thru April 8 CALLON PETROLEUM: S&P Raises ICR to 'BB+' on Acquisition Close COOPER'S HAWK: Moody's Affirms 'Caa2' CFR, Outlook Stable CORENERGY INFRASTRUCTURE: U.S. Trustee Unable to Appoint Committee CORNERSTONE PSYCHOLOGICAL: Court OKs Cash Access Thru April 5 COTTONWOOD FINANCIAL: Court OKs $9MM DIP Loan from Nehimba CREDIT LENDING: John-Patrick Fritz Named Subchapter V Trustee CURO GROUP: Court OKs $70MM DIP Loan from Alter Domus DARE BIOSCIENCE: Haskell & White Raises Going Concern Doubt DEPENDABLE LAWN: Wins Cash Collateral Access Thru April 17 DIOCESE OF SACRAMENTO: Case Summary & 20 Top Unsecured Creditors DIOCESE OF SACRAMENTO: Files for Chapter 11 Amid Sex Abuse Suits DMG SECURITY: Wins Cash Collateral Access Thru April 5 DODD DRILLING: Wins Cash Collateral Access Thru on Final Basis DUNWOODY LABS: Dunwoody Unsecureds Will Get 9.71% of Claims in Plan DURECT CORP: Ernst & Young Raises Going Concern Doubt EAGLE LEDGE: Court OKs Cash Collateral Access Thru Oct 31 EBIX INC: Files Liquidating Plan Amid Sales Process EBIX INC: Targets June 25 Confirmation Hearing on Plan EIGER BIOPHARMACEUTICALS: Case Summary & 30 Unsecured Creditors EIGER BIOPHARMACEUTICALS: Files for Chapter 11 to Pursue Sale ENDO FINANCE: Moody's Assigns 'B2' CFR, Outlook Stable ENDO INC: S&P Assigns 'B+' ICR After Emergence From Chapter 11 ENDRA LIFE: RBSM LLP Raises Going Concern Doubt ENVIRI CORP: Moody's Alters Outlook on 'B1' CFR to Stable EYE CARE LEADERS: $8 Million DIP Financing Okayed FTX TRADING: Court OKs Appointment of Robert Cleary as Examiner GENESEE & WYOMING: Moody's Cuts CFR to Ba3, Outlook Stable GEO GROUP: Moody's Hikes CFR to B2 & Senior Unsecured Notes to B3 GEO GROUP: S&P Places 'B' ICR on Watch Positive on Debt Refinancing GFL ENVIRONMENTAL: S&P Ups ICR to 'BB-' on Continued Deleveraging GLOBAL ONE: Files Emergency Bid to Use Cash Collateral GLUCKO TRACK: Fahn Kanne & Co Raises Going Concern Doubt GUIDED THERAPEUTICS: UHY LLP Raises Going Concern Doubt H&H ENTERPRISES: Wins Interim Cash Collateral Access HAMILTON ELITE: Lender Seeks to Prohibit Cash Collateral Access HLF FINANCING: S&P Rates New $700mm Senior Secured Notes 'B+' HOME AND HOUSES: Case Summary & Four Unsecured Creditors HOWARD INTERVENTION: Court OKs Cash Collateral Access Thru May 31 HUDSON 888 OWNER: Court OKs Cash Collateral Access on Final Basis HUDSON 888 OWNER: Wins Cash Collateral Access on Final Basis I.C.T.I. LLC: Court OKs Cash Collateral Access INDIEV INC: Amends Plan to Include Toyota Industrial Secured Claim IQ DENTAL: Court OKs Interim Cash Collateral Access JERRY HARVEY: Court OKs Cash Collateral Access Thru May 22 JOE'S DRAIN: James Coutinho Named Subchapter V Trustee JUNE ME: Case Summary & Three Unsecured Creditors KALO CLINICAL: Wins Interim Cash Collateral Access KOFC LTD: Wins Interim Cash Collateral Access KRAFTEX FLOOR: Seeks Cash Collateral Access LEON INDUSTRIES: Seeks Cash Collateral Access LOCALOC INC: Seeks Access to SBA's Cash Collateral LUCKY PENNY: Court OKs Cash Collateral Access Thru April 24 LUMENTUM HOLDINGS: S&P Downgrades ICR to 'B', Outlook Negative MA-KA-ROHN LLC: Case Summary & 20 Largest Unsecured Creditors MADISON TECHNOLOGIES: Incurs $10.8M Net Loss in Qtr. Ended March 31 MANCHESTER ST: Court OKs Cash Collateral Access Thru April 23 META MATERIALS: KPMG LLP Raises Going Concern Doubt MIR SCIENTIFIC: $1.4MM DIP Loan from Iron Dome Has Interim OK MITCHELL PURCHASING: Seeks Access to Medallion's Cash Collateral MVK FARMCO: Prima Wawona Okayed to Exit Ch. 11 With $43Mil. Loan MYOMO INC: Appoints Heather Getz to Board of Directors NAVIENT CORP: Moody's Affirms 'Ba3' CFR, Outlook Stable NEXTERA ENERGY: S&P Affirms 'BB' ICR on New Modifier Assessment NOBLE HEALTH II: U.S. Trustee Unable to Appoint Committee NOBLE HEALTH: U.S. Trustee Unable to Appoint Committee NXT ENERGY: Releases 2023 Q4, Full-Year Financial Results ONE MORE RECOVERY: Files Emergency Bid to Use Cash Collateral ONEMAIN HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Remains Stable PEKIN COUNTRY: Court OKs Cash Collateral Access Thru April 30 PENSKE AUTOMOTIVE: Moody's Affirms Ba1 CFR, Outlook Remains Stable PIGEONLY INC: Court OKs Interim Cash Collateral Access PLANT BAE: Seeks to Use Cash Collateral PREDICTIVE ONCOLOGY: BDO USA Raises Going Concern Doubt PRIDE GROUP HOLDINGS: Seeks Chapter 15 to Restructure Debt PRIEST ENTERPRISES: Court OKs Deal on Cash Collateral Access PROFESSIONAL DIVERSITY: Incurs $4.3 Million Net Loss in 2023 PROVECTUS BIOPHARMACEUTICALS: Incurs $3.1 Million Net Loss in 2023 PROVECTUS BIOPHARMACEUTICALS: Inks License Deal With Miami School QUEST PATENT: Swings to $3.65 Million Net Income in 2023 R&M CAPITAL GROUP: Seeks Cash Collateral Access R&P LAND: Seeks Cash Collateral Access R&W CLARK CONSTRUCTION: Court OKs Cash Access Thru May 10 RLB FOOD: Court OKs Cash Collateral Access on Final Basis SERENE DISTRICT: Case Summary & 20 Largest Unsecured Creditors SINCLAIR INC: Senior Lenders Ink Cooperation Agreement STRATEGIES 360: Seeks Continued Cash Collateral Access STUDIOKAZA MOBILI: Court OKs Cash Collateral Access on Final Basis SUSHI GARAGE: Wins Interim Cash Collateral Access SYLVAMO CORP: Moody's Alters Outlook on 'Ba2' CFR to Stable TALEN ENERGY: S&P Alters Outlook to Positive, Affirms 'B+' ICR TERRAFORM LABS: Counsel Tells Jury Failure Wasn't Fraud TERRAFORM LABS: District Judge Rejects Mistrial Bid TERRAFORM LABS: Okayed to Tap Dentons After Prepaid Fees Returned TROIKA MEDIA GROUP: Set for Chapter 11 Exit After Plan Okayed TURF APPEAL: Court OKs Cash Collateral Access Thru May 24 VANGUARD MEDICAL: Seeks Cash Collateral Access VBI VACCINES: Delays Filing of 2023 Annual Report VIDEO RIVER: Delays Filing of 2023 Annual Report VILLAGE GATE: Wins Interim Cash Collateral Access VMR CONTRACTORS: Wins Cash Collateral Access Thru April 29 WATER NOW: Ex-CEO Stole Millions, Investors Say WC 56 EAST AVENUE: Voluntary Chapter 11 Case Summary WC 5TH AND WALLER: Voluntary Chapter 11 Case Summary WELLPATH HOLDINGS: S&P Places 'CCC+' ICR on CreditWatch Negative WOFFORD ENTERPRISES: Court OKs Interim Cash Collateral Access WOM S.A.: Chile Telecom Operator Hits Chapter 11 Bankruptcy YELLOW CORP: $7.8-Bil. Pension Fight Will Proceed in Ch. 11 Case ********* 22ND CENTURY: Freed Maxick CPAs Raises Going Concern Doubt ---------------------------------------------------------- 22nd Century Group, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Freed Maxick, CPAs, PC, the Company's auditor since 2011, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 28, 2024, Buffalo, New York-based Freed Maxick, CPAs, PC, said, "The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue and profit in its tobacco business. Further, the Company has negative working capital and a shareholders' deficit as of December 31, 2023. This raises substantial doubt about the Company's ability to continue as a going concern." The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue and profit in its tobacco business, which casts substantial doubt regarding its ability to continue as a going concern. As of March 25, 2024, the Company had cash and cash equivalents of approximately $2.2 million. The Company had negative cash flow from operations of $55 million and $51.7 million for the years ended December 31, 2023 and 2022, respectively, and an accumulated deficit of $378.7 million and $237.8 million as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, the Company had cash and cash equivalents of $2.06 million. For the year ended December 31, 2023, the Company reported a net loss of $140.8 million on $32.2 million of net revenue, compared to a net loss of $59.8 million on $40.5 million of net revenue. As of December 31, 2023, the Company had $27.5 million in total assets, $35.9 million in total liabilities, and $8.4 million in total shareholders' deficit. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/2um4z3j3 About 22nd Century Group Mocksville, NC-based 22nd Century Group, Inc. is a tobacco products company with sales and distribution of its own proprietary new reduced nicotine tobacco products authorized as Modified Risk Tobacco Products by the FDA. Additionally, it provides contract manufacturing services for conventional combustible tobacco products for third-party brands. 301 W NORTH AVENUE: Seeks Cash Collateral Access ------------------------------------------------ 301 W North Avenue, LLC asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authority to use the cash collateral of BDS III Mortgage Capital G LLC and provide adequate protection. The Debtor requires the use of BDS's cash collateral in order to maintain the value of the Real Estate and to continue its related business operations pending the confirmation of a chapter 11 plan. The Debtor's authority to use cash collateral is subject to substantial compliance with the Budget. The duration of the approved cash collateral use will consequently coincide with the term of the Budget, which extends through June 30, 2024, and may be thereafter extended by (i) agreement with BDS, or (ii) Court approval. On June 12, 2023, the Debtor entered into a Property Management Agreement with Daniel Management Group, Inc. for the non-exclusive management of the Debtor's Property. To re-finance the debt incurred in connection with the purchase and construction of the Real Estate, the Debtor obtained financing from BDS Mortgage Capital J, LLC, a Delaware Limited liability company pursuant to the following documents, as amended: a. Promissory Note, dated September 23, 2020, by Debtor in favor of Original Lender, in the original principal amount of $26 million, b. Loan Agreement, dated September 23, 2020, between Debtor and Original Lender, c. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated September 23, 2020, granted by Debtor in favor of the Original Lender, and recorded against the Real Estate on or about October 14, 2020. The Original Lender assigned its interest in the Loan Documents to BDS. As of December 1, 2023, BDS asserted that the total amount due and owing under the Loan Documents was $28.5 million. The Debtor believes that BDS will assert that its claims are secured by perfected, valid and enforceable liens on the Real Estate and the rents and other income that it generates. The Debtor concedes that BDS has a perfected and enforceable lien upon rents collected post-petition, BDS does not have a lien upon the Pre-Petition Cash. As adequate protection, the Debtor also requests that BDS be granted, retroactive to the Petition Date and without the necessity of any additional documentation or filings, valid, enforceable, non-avoidable, and fully perfected replacement liens of the highest available priority upon (a) any property that the Debtor acquires after the Petition Date including, without limitation, any rents, profits and cash generated by the Debtor’s prepetition and postpetition operations, but excluding any avoidance actions under chapter 5 of the Bankruptcy Code, and (b) any proceeds generated from such property. The Debtor requests that such liens (i) attach to the same extent and with the same validity and priority as the BDS's existing interests in its Prepetition Collateral, (ii) be limited to the extent of the aggregate diminution subsequent to the Petition Date in the value of the BDS’s existing interests in the Prepetition Collateral, whether by depreciation, use, sale, loss, or otherwise, and (iii) be subject only to prior perfected and unavoidable liens in property of the Debtor's estate as of the Petition Date. A copy of the motion is available at https://urlcurt.com/u?l=lryzpc from PacerMonitor.com. About 301 W North Avenue, LLC 301 W North Avenue, LLC is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-02741) on February 27, 2024. In the petition signed by F. Martin Paris, Jr., president of MK Manager Corp. as manager of Debtor, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. Robert Glantz Much Shelist, P.C., Esq. at MUCH SHELIST PC, represents the Debtor as legal counsel. 4E BRANDS: To Modify Ch. 11 Plan to Allow Creditors to Recover Fees ------------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that bankrupt hand sanitizer company 4E Brands North America will modify its court-approved liquidation plan to allow creditors to recover fees potentially forfeited from its former lawyers at Jackson Walker LLP. The Monday, April 1, 2024, ruling to alter the plan clears the path for junior creditors to be paid if a judge decides the Texas law firm must return fees it already collected for its work for 4E. The Justice Department's bankruptcy watchdog, the US Trustee, last year called on Jackson Walker to disgorge payments it earned in the 4E bankruptcy, among several other Chapter 11 cases, in the US Bankruptcy Court for the Southern District of Texas. About 4E Brands North America 4e Brands North America, LLC, is a manufacturer of personal care and hygiene products based in San Antonio, Texas. Its brand name products include Blumen Hand Sanitizer, Assured Hand Sanitizer, and various other hand sanitizers and hand soaps. The Debtor is no longer operating. 4e Brands North America sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 22-50009) on Feb. 22, 2022, with up to $50,000 in assets and up to $50 million in liabilities. David Dunn, chief restructuring officer, signed the petition. The case is handled by Judge David R. Jones. Jackson Walker, LLP, led by Matthew D. Cavenaugh, was the Debtor's legal counsel. Stretto was the claims agent. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on March 1, 2022. The committee tapped Tucker Ellis, LLP as bankruptcy counsel; Munsch Hardt Kopf & Harr, P.C., as Texas counsel; and Oxford Restructuring Advisors, LLC, as financial advisor. A ALL-SAFE: Maria Yip Named Subchapter V Trustee ------------------------------------------------ The U.S. Trustee for Region 21 appointed Maria Yip, a certified public accountant and managing partner at Yip Associates, as Subchapter V trustee for A All-Safe Safe and Lock, Inc. Ms. Yip will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Yip declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Maria M. Yip 2 S. Biscayne Blvd., Suite 2690 Miami, FL 33131 Tel: (305) 569-0550 Email: myip@yipcpa.com About A All-Safe Safe and Lock A All-Safe Safe and Lock, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12820) on March 25, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Erik P. Kimball presides over the case. Brian K. McMahon, Esq. represents the Debtor as legal counsel. A&J LOGISTICS: Brenda Brooks Named Subchapter V Trustee ------------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Brenda Brooks at Moore & Brooks as Subchapter V trustee for A&J Logistics, LLC. Ms. Brooks will be paid an hourly fee of $300 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Brooks declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brenda Brooks Moore & Brooks 6223 Highland Place Way Suite 102 Knoxville, TN 37919 Phone: (865) 450-5455 | Fax: (865) 622-8865 Email: bbrooks@moore-brooks.com About A&J Logistics A&J Logistics, LLC, a company in Chattanooga, Tenn., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-10693) on March 22, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Ashley Halloran, president, signed the petition. Judge Nicholas W. Whittenburg oversees the case. W. Thomas Bible, Jr, Esq., at Tom Bible Law, represents the Debtor as bankruptcy counsel. ACORDA THERAPEUTICS: Case Summary & 30 Top Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Acorda Therapeutics, Inc. 2 Blue Hill Plaza, 3rd Floor Pearl River, NY 10965 Business Description: Acorda is a biopharmaceutical company that has developed breakthrough products, therapies, and biotechnology to restore function and improve the lives of people with neurological disorders. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Southern District of New York Six affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Acorda Therapeutics, Inc. (Lead Case) 24-22284 Civitas Therapeutics, Inc. 24-22285 Biotie Therapies, LLC 24-22286 Neuronex, Inc. 24-22287 Acorda Therapeutics Limited 24-22288 Biotie Therapies AG 24-22289 Judge: Hon. David S. Jones Debtors' Counsel: John R. Dodd, Esq. BAKER & MCKENZIE LLP 1111 Brickell Avenue, 10th Floor Miami, FL 33130 Tel: 305-789-8900 Fax: 305-789-8953 E-mail: john.dodd@bakermckenzie.com - and - Blaire Cahn, Esq. BAKER & MCKENZIE LLP 452 Fifth Avenue New York, NY 10018 Tel: 212-626-4695 Fax: 212-310-1695 E-mail: blaire.cahn@bakermckenzie.com Debtors' Financial Advisor: ERNST & YOUNG LLP One Manhattan West New York, NY 10001 Debtors' Lead Financial Advisor: DUCERA PARTNERS LLC 11 Times Square, 36th Floor New York, NY 10036 Debtors' Investment Banker: LEERINK PARTNERS LLC 1301 Avenue of the Americas 12th Floor, New York, NY 10019 Debtors' Claims & Noticing Agent: KROLL RESTRUCTURING ADMINISTRATION 55 East 52nd Street, 17th Floor New York, NY 10055 Total Assets as of Dec. 31, 2023: $108,525,000 Total Debts as of Dec. 31, 2023: $266,204,000 The petitions were signed by Michael A. Gesser 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/AX5M46Y/Acorda_Therapeutics_Inc__nysbke-24-22284__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Catalent Massachusetts LLC Settlement $4,000,000 14 Schoolhouse Road Agreement Somerset, NJ 08873 Attn: General Counsel (Legal Department) Phone: (857) 323-8641 Email: GensCouns@Catalent.com 2. Catalent Massachusetts LLC Inventory $3,216,511 14 Schoolhouse Road Somerset, NJ 08873 Attn: General Counsel (Legal Department) Phone: (857) 323-8641 Email: GensCouns@Catalent.com 3. NSight Driven Trade Debt $1,448,740 Communications LLC 379 West Broadway Suite 550 New York, NY 10012 Attn: John Tenaglia Title: Partner Phone: +1 (914) 204-6145 Email: john.tenaglia@wearemoonrabbit.com 4. Syneos Health Contract $1,110,423 Commercial Services, LLC Salesforce 500 Atrium Drive Somerset, NJ 00873 Attn: Whitney Armond, III Title: Sr. Vice President, Deployment Solutions Phone: (222) 324-8781 Email: Whitney.armond@syneoshealth.com 5. Yipkos, Inc. Trade Debt $335,490 6628 Sky Pointe Drive Suite 123 Las Vegas, NV 89131 Attn: Matt Boylan Title: CTO Phone: +1 (714) 273-3679 Email: matt@yipkos.com 6. SMC, Ltd. Inventory $279,247 330 SMC Drive Somerset, WI 54025 Attn: Contract Administration Phone: (715) 247-3500 Fax: (715) 247-3611 Email: SMC.AR@smcltd.com 7. Prime Vigilance Ltd Trade Debt $186,672 26-28 Frederick Sanger Road. Surrey Research Park Guildford, Surrey GU2 7YD Attn: Richard O'Hara Title: Senior Medical Information Associate Phone: +44(0) 148 3307920 Email: Accounts.ReceivablePV@primevigilance.com 8. Fortrea Patient Access Prescription $151,974 PO Box 931364 Support Atlanta, GA 31193-1364 Servicer Attn: Lillian Steinbock Title: Executive Director Patient Support Solutions Phone: (240) 623-3926 Email: lillian.steinbock@fortrea.com 9. Jones Day Professional $123,282 250 Vesey Street Services New York, NY 10281-1047 Attn: Adriane Antler Title: Of Counsel Phone: (212) 326-3630 Email: amantler@jonesday.com 10. Sharp Corporation Packager $81,624 7451 Keebler Way Allentown, PA 18106 Attn: Barbara Ost Title: Vice President Phone: (610) 254-1765 Email: barbara.ost@sharpservices.com 11. Apollo Rx, LLC Trade Debt $70,000 150 N Riverside Plaza Suite 3400 Chicago, IL 60606 Attn: Dan Wallenberg Title: Chief Commercial Officer Phone: (630) 253-3535 Email: dwallenberg@novosgrowth.com 12. Axiom Global, Inc. Professional $63,000 75 Spring Street/Floor 8 Services New York, NY 10012 Attn: Lynn LaPierre Phone: (312) 261-6040 Email: hello@axiomglobal.com 13. Eversana Life Trade Debt $56,338 Science Services 24740 Network Place Chicago, IL 60673-1247 Attn: Tammy White Title: Associate Director, Medical Communications Phone: (833) 656-1055 Email: Accounting-MC@eversana.com 14. DLA Piper LLP (US) Professional $55,038 PO Box 780528 Services Philadelphia, PA 19178-0528 Attn: Michael Sitzman Title: Partner Phone: (415) 615-6175 Email: michael.sitzman@us.dlapiper.com 15. Computer Packages, Inc. Professional $52,806 11 N. Washington Street, Services Suite 300 Rockville, MD 20850 Attn: Anna Sarkissain Phone: (301) 424-8890 Email: ASarkissian@computerpackages.com 16. Print Cottage Trade Debt $45,522 54 Market Street Onancock, VA 23417 Attn: James Altadonna Title: President Phone: (516) 369-1749 Email: jaltadonna@aol.com 17. Research Catalyst, LLC Trade Debt $41,666 701 E. Hampden Avenue Suite 510 Englewood, CO 80113 Attn: Melissa Overbaugh Title: Director Phone: (720) 597-3958 Email: moverbaugh@ResearchCat.com 18. Slate360, Inc. Trade Debt $37,841 6628 Sky Pointe Drive Suite 120 Las Vegas, NV 89131 Attn: Shawn Donnelly Title: Partner Phone: +1 (508) 298-9048 Email: Accounting@slate360inc.com 19. Xenon Property LLC Landlord $33,027 ARE/283 Bear Hill Road Region No. 46 Waltham, MA 02451 Phone: (617) 912-7000 Email: MRIWebFarm@cbre.com 20. Insight Trade Debt $32,205 PO Box 731069 Dallas, TX 75373-1069 Attn: Rob McConnell Title: Senior Sales Account Manager Phone: (800) 804-4155 x5752 Email: Rob.McConnell@Insight.com 21. Delaware Department Goverment $32,185 of Finance Agency Office of Unclaimed Property, Carvel State Office Building P.O. Box 8923 Wilmington, DE 19899 Attn: Holder Reporting Team Phone: (855) 505-7520 Email: escheat.claimquestions@delaware.gov 22. IQVIA, Inc. Trade Debt $27,627 PO Box 8500-784290 Philadelphia, PA 19178-4290 Attn: Sylwia Szymanski Title: Finance Manager Phone: (973) 316-4000 Email: Sylwia.Szymanski@iqvia.com 23. Synergistix, Inc. Trade Debt $27,388 480 Sawgrass Corporate Pkwy. Suite 200 Sunrise, FL 33325 Attn: Don Schenker Title: President & CEO Phone: (954) 707-4201 Email: Don.Schenker@synergistix.com 24. The Hibbert Company, Inc. Inventory/ $27,298 400 Pennington Avenue Warehouse Trenton, NJ 08618 Attn: Oksana Posewa Title: Senior Director of Sales Phone: (609) 222-6088 25. European Medicines Agency Regulator $26,174 Domenico Scarlattilaan 6 1083 HS Amsterdam, The Netherlands hone: +31 (0)88 781 6000 Email: accountsreceivable@ema.europa.eu 26. NYS Office of the State Government $25,414 Comptroller Agency Office of Unclaimed Funds Remittance Control, 2nd Floor 110 State Street Albany, NY 12236 Attn: Office of the State Comptroller Phone: 1 (800) 221-9311 Email: Contactus@osc.ny.gov 27. Indegene, Inc. Trade Debt $22,500 PO Box 69091 Baltimore, MD 21264 Attn: Matt Skoronski Title: Sr Director Phone: (203) 556-2115 Email: matthew.skoronski@indegene.com 28. Elmore Patent Professional $19,518 Law Group, PC Services 484 Groton Road Westford, MA 01886 Attn: Carolyn Elmore Title: President Phone: (978) 251-3509 Email: celmore@elmorepatents.com 29. The Cementworks, LLC Trade Debt $16,698 32 Old Slip 15th Floor New York, NY 10005 ttn: Jennifer Matthews Title: CEO and President Phone: (212) 524-6200 Email: jmatthews@thebloc.com 30. Caremark, LLC Customer $14,303 2211 Sanders Road 8th Floor Northbrook, IL 60062 Attn: Bradley Kruk Title: Manager, Trade Services Email: bradley.kruk@cvshealth.com AEARO TECHNOLOGIES: 3M Gets Enough Support for $6-Bil. Earplug Pact ------------------------------------------------------------------- Martina Barash of Bloomberg Law reports that 3M Co.'s agreement to pay service members with hearing loss $6 billion has garnered more than 99% participation by claimants who used its combat earplugs, surpassing a threshold for finalizing the deal, the company said Tuesday. 3M could have walked away from the accord if fewer than 98% of claimants -- mostly veterans -- participated. The service members alleged 3M subsidiary Aearo Technologies LLC's Combat Arms version 2 earplugs were ineffective. The devices were intended to block loud noises while allowing voices to be heard. More than 293,000 people filed claims, of which more than 41,000 have been dismissed, according a press release. That would leave roughly 252,000 remaining active claims. Most of the claims are in the multidistrict litigation in the US District Court for the Northern District of Florida. There are also several thousand cases in Minnesota state court, mostly brought by civilian users of the earplugs. The final date for claimants to register for the settlement was March 25. Settlement participants number more than 249,000, 3M said. Once all their paperwork is validated, "3M anticipates that the settlement will have achieved a more than 99.9% participation level," the company said in the press release. Bankruptcy Detour 3M had attempted to globally settle the hearing-loss claims through the July 2022 Chapter 11 filing of its Aearo unit, but a bankruptcy court didn't allow that to proceed as the company hoped. Bryan Aylstock, lead counsel for the service members, highlighted the ability of an MDL proceeding consisting of consolidated individual cases to achieve a nearly full settlement. The announced result "rebukes the false premise that only contrived bankruptcies can provide defendants the finality they seek when their products injure people on a mass scale," he said in an emailed statement. "As shown by the overwhelming positive response to this settlement program, a fair resolution through the civil justice system can provide both swift relief to victims and also give corporate defendants global peace," said Aylstock, who's with Aylstock, Witkin, Kreis & Overholtz PLLC in Pensacola, Fla. During the MDL proceedings, 3M lost 10 of 16 test cases tried. The juries awarded the plaintiffs a total of about $265 million in damages. The verdict cases, which 3M appealed, settled for a lump sum of $146.9 million, according to the terms of a sub-agreement within the overall settlement. Payments 3M's offer initially contained an option for the company to pay $1 billion of the total amount in stock. It obtained a fairness determination from Judge M. Casey Rodgers, who oversees the MDL, in order to issue the stock. But as claimants continued to sign on and future litigation costs didn't loom as large, the company decided in January to go with the all-cash option instead. The $6 billion in payments, which will continue into 2029, "represents a total pre-tax present value of $5.3 billion, for which the company has previously recorded reserves," 3M said in its statement. "Aearo and 3M are actively engaged in insurance recovery activities to offset a portion of the settlement payments," it said. "Formal recovery processes are underway through a lawsuit filed in Delaware, as well as arbitration proceedings." The case is In re 3M Combat Arms Earplug Prods. Liab. Litig., N.D. Fla., No. 3:19-md-02885, 3M announcement 3/26/24. About Aearo Technologies Aearo Technologies -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Company offers prescription and non-prescription safety eye wear, face shields, hard hats, and respirators. Aearo serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies estimated assets and liabilities between $1 billion and $10 billion each. 3M is not a debtor in the Chapter 11 cases. 3M has committed $1 billion to fund a trust allocated for Combat Arms claims. Kirkland & Ellis LLP is serving as legal counsel and AlixPartners LLP is serving as restructuring advisor to Aearo Technologies. Ice Miller LLP, is serving as bankruptcy co-counsel to the Debtors. Kroll is the claims agent. PJT Partners is serving as financial advisor and White & Case LLP is serving as legal counsel to 3M. * * * U.S. Bankruptcy Judge Jeffrey Graham in Indianapolis in early June 2023, dismissed the bankruptcy case of Aearo Technologies, rejecting an effort to resolve nearly 260,000 lawsuits alleging that 3M military earplugs caused hearing loss for veterans and U.S. service members. Judge Graham ruled that Aearo, as a well-supported subsidiary of 3M, enjoys a "greater degree of financial security than warrants bankruptcy protection." AEARO TECHNOLOGIES: 3M Lawyer Lands Among Highest Paid ------------------------------------------------------ Brian Baxter of Bloomberg Law reports that Kevin Rhodes, 3M Co.'s chief legal affairs officer, is reaping the benefits of company efforts to overhaul its business by becoming one of the conglomerate's top paid executives. Rhodes received more than $6.7 million in total compensation last year, making him for the first time one of 3M's five highest-paid executives, the Maplewood, Minnesota-based company said in a proxy filing. He earned almost $1.7 million in cash, including a base salary boosted to $887,400, and more than $3.8 million in stock awards during 2023, 3M said. Rhodes, a former intellectual property litigator at Kirkland & Ellis, initially joined 3M in 2001. During his time at the company he’s served as a deputy general counsel and chief IP counsel. He moved into 3M's top legal role in early 2022 after predecessor Ivan Fong took the general counsel job at Medtronic PLC. That same year 3M said it would conduct a tax-free spin-off of its $45 billion health care business after putting Aearo Technologies LLC, its troubled combat earplug unit, into bankruptcy. Rhodes led "in-house and external legal efforts" to resolve the combat arms earplug litigation and other multidistrict litigation related to so-called forever chemicals in municipal water systems, 3M said in its proxy. He also "delivered on spending commitments" for the legal department and aided the pending spin-off of 3M's health care unit. The separation of that business, which as of next month will be called Solventum Corp., was recently approved by 3M's board. Solventum has hired Marcela Kirberger, a former top lawyer at Elanco Animal Health Inc., to be its new legal chief. Wachtell, Lipton, Rosen & Katz is advising 3M on its separation plan. Kirkland & Ellis and White & Case took the lead on Aearo's Chapter 11 case. The latter was tossed out of court last year, leading 3M to resolve Aearo's mass tort claims via a $6 billion settlement that moved closer to completion this month. Public records show that 3M also paid $240,000 last year to Wilmer Cutler Pickering Hale and Dorr for the law firm to lobby on "chemical regulations." The company's tab for cleaning up forever chemicals has been estimated at roughly $143 billion, although 3M has offered to settle those claims for between $10.5 billion to $12.5 billion to avoid bankruptcy. Lawyers have left 3M, known for making everything from Post-Its to car parts and medical products, as it shed some 8,500 jobs in a corporate restructuring. Laura Hammargren, an assistant general counsel and director for enterprise risk management and litigation, joined Greenberg Traurig as a partner in October. That same month Eaton PLC hired former 3M deputy general counsel Amy Sanders as a deputy chief legal officer for global operations. About Aearo Technologies Aearo Technologies -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Company offers prescription and non-prescription safety eye wear, face shields, hard hats, and respirators. Aearo serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies estimated assets and liabilities between $1 billion and $10 billion each. 3M is not a debtor in the Chapter 11 cases. 3M has committed $1 billion to fund a trust allocated for Combat Arms claims. Kirkland & Ellis LLP is serving as legal counsel and AlixPartners LLP is serving as restructuring advisor to Aearo Technologies. Ice Miller LLP, is serving as bankruptcy co-counsel to the Debtors. Kroll is the claims agent. PJT Partners is serving as financial advisor and White & Case LLP is serving as legal counsel to 3M. * * * U.S. Bankruptcy Judge Jeffrey Graham in Indianapolis in early June 2023, dismissed the bankruptcy case of Aearo Technologies, rejecting an effort to resolve nearly 260,000 lawsuits alleging that 3M military earplugs caused hearing loss for veterans and U.S. service members. Judge Graham ruled that Aearo, as a well-supported subsidiary of 3M, enjoys a "greater degree of financial security than warrants bankruptcy protection." AFFORDABLE POOL: Seeks Cash Collateral Access --------------------------------------------- Affordable Pool and Spa, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, for authority to use cash collateral and provide adequate protection. This amount totals $14,750 for the week period for March 25, 2024 through April 30, 2024. The Debtor requires the use of cash collateral as working capital in the operation of its business. The filing of the bankruptcy came as the result of the Debtor's failure to cash flow after trying to expand the services the business offered including pool packages and hot tub spa sales and installation. When this did not work the Debtor borrowed monies from the Small Business Administration and OnDeck that it could not service. The SBA holds a first lien on the cash collateral assets of the Debtor to secure its loan of $179,000. The value of the assets to secure the loan have a value of $139,519, though the assets have not been appraised. This creditor is therefore undersecured. OnDeck holds a second lien on the cash collateral assets of the Debtor to secure its loan of $65,768. This loan is fully unsecured as the assets of the Debtor which secure this loan do not exceed the debt owed to the senior lien holder SBA. As adequate protection for the diminution value of cash collateral, the Debtor will maintain the value of its business as a going concern, and provide replacement liens upon now owned and after-acquired cash to the extent of any diminution of value of cash collateral for both creditors with liens on cash collateral. In addition, the Debtor will make a monthly payment of $1000 to the SBA. The Debtor believes that SBA and OnDeck are adequately protected for the use of the cash collateral in that the orderly operation of the Debtor's business generates sufficient revenues to protect any diminution in value of the cash collateral. Indeed, the continuation of the Debtor's operations presents the best opportunity for the SBA and OnDeck to receive the greatest recovery on account of their claims. Accordingly, the Debtor submits that use of cash collateral will allow the Debtor to continue its operations and thereby protect the interests of SBA and OnDeck. A copy of the motion is available at https://urlcurt.com/u?l=9YC8iJ from PacerMonitor.com. About Affordable Pool and Spa, Inc. Affordable Pool and Spa, Inc. operates a pool supply and repair business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-30559-jda) on March 25, 2024. In the petition signed by Edward Mcpheeters, owner, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. George E. Jacobs, Esq., at Bankruptcy Law Offices, represents the Debtor as legal counsel. AIRSPAN NETWORKS: Files for Chapter 11 With Debt-for-Equity Plan ---------------------------------------------------------------- 5G hardware and software maker Airspan Networks Holdings Inc. (NYSE American: MIMO) filed for Chapter 11 protection on March 31, 2024, in a Delaware bankruptcy court with plans to trade its more than $205 million in funded debt for equity and raise up to $95 million in new equity financing. Airspan Networks Holdings Inc. said in a March 31, 2024 statement that it has entered into a Restructuring Support Agreement (the "Agreement") with certain funds managed by Fortress Investment Group and several of its other key financial stakeholders to position Airspan for long-term success through up to $95 million of new equity financing and the elimination of all the Company's existing funded debt. "This support agreement is the culmination of a strategic review process, and we believe it is the best path forward for Airspan to continue providing exceptional services and products to our customers worldwide," said Glenn Laxdal, President and Chief Executive Officer at Airspan. "By strengthening the Company financially with new capital and a debt-free balance sheet, we will be better positioned to execute our plan to capitalize on the significant growth opportunities across our public and private network markets. We appreciate the support and engagement of all of our stakeholders as we build Airspan for the future." "Airspan provides a critical, next-generation suite of solutions for the broader telecommunications industry and possesses an invaluable intellectual property portfolio to protect its innovations," said Drew McKnight, Co-Chief Executive Officer and Managing Partner at Fortress. "We are excited about the Company’s long-term growth opportunities. Our significant commitments through this Agreement reflect our conviction that a recapitalized Airspan can further solidify its leadership position within the wireless industry. We look forward to continuing to support the Company’s talented management team throughout this process and in the future." Airspan and its U.S. subsidiaries have filed voluntary prepackaged Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware in order to implement the Agreement, that has received support from 97.4% of the Company's funded debt creditors. Airspan will operate its business without disruption through this process, safeguarding its commitment to employees, customers, and suppliers. The Company expects to complete the process on a highly expedited basis and obtain court approval of the transaction in as soon as the next 30-45 days, resulting in Airspan becoming a private company majority-owned by Fortress affiliates after receiving certain governmental and regulatory consents. Consummation of the transactions set forth in the Agreement is subject to satisfaction of certain customary closing conditions. Airspan has received a commitment from Fortress affiliates for over $53 million in debtor-in-possession ("DIP") financing, which combined with the Company's cash on hand, is expected to provide sufficient capital during the restructuring process to support Airspan's operations. The DIP financing is subject to Court approval and the satisfaction of specified closing conditions. Airspan is filing a number of customary "first day" motions with the Court to enable it to continue uninterrupted operations during the financial restructuring, including to continue paying employee wages and providing benefits to employees, and to pay vendors and suppliers in full in the ordinary course of business. As part of the transaction, Airspan's existing common stockholders will have the opportunity to receive in exchange for their shares their pro rata share of a total of $450,000 or, at their election, warrants in lieu of cash; provided, that if more than 150 shareholders elect to receive warrants, no warrants will be issued. Additional information about Airspan's restructuring process and proceedings is available at https://dm.epiq11.com/Airspan, by calling (888) 851-9531 or +1 (971) 251-2626 for calls originating outside of the U.S., or by sending an email to Airspan@epiqglobal.com. About Airspan Networks Airspan Networks Holdings Inc. is a U.S.-based provider of groundbreaking, disruptive software and hardware for 5G networks, and a pioneer in end-to-end Open RAN solutions that provide interoperability with other vendors. As a result of innovative technology and significant R&D investments to build and expand 5G solutions, Airspan believes it is well-positioned with 5G indoor and outdoor, Open RAN, private networks for enterprise customers and industrial use applications, fixed wireless access (FWA), Air-To-Ground, Neutral Host Networks and Utilities solutions to help mobile network operators of all sizes deploy their networks of the future, today. With over one million cells shipped to 1,000 customers in more than 100 countries, Airspan has global scale. On the Web: http://www.airspan.com/ Airspan Networks sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10621) on March 31, 2024. In the petition filed by Glenn Laxdal, as president and chief executive officer, the Debtor reports total assets as of Sept. 30, 2023 amounting to $58,965,000 and total debts as of Sept. 30, 2023 of $176,745,000. The Honorable Bankruptcy Judge Thomas M. Horan oversees the case. Dorsey & Whitney LLP is serving as legal counsel to Airspan. VRS Restructuring Services, LLC is serving as Airspan’s financial advisor and Intrepid Investment Bankers LLC is serving as Airspan’s investment banker. Epiq is the claims agent. ALCHEMICAL SOLUTIONS: Court OKs Cash Collateral Access Thru Aug 10 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Oregon authorized Alchemical Solutions, LLC to use cash collateral up to $865,781 for the period covering February 20, 2024 through August 10, 2024, on a final basis. The Debtor asserts that the following creditors, appear to have security interest/liens upon the cash collateral as of the Petition Date: 1. Key Equipment Finance, a division of KeyBank NA, by virtue of a UCC1 Financing Statement filed with the Oregon Secretary of State on January 30, 2018 asserting a security interest in 19 350 gallon 3024S IBC tanks. 2. KeyBank National Association, by virtue of a UCC1 Financing Statement filed with the Oregon Secretary of State on April 29, 2019 asserting a blanket security interest in virtually all personal property assets. 3. Key Equipment Finance, a division of KeyBank NA, by virtue of a UCC1 Financing Statement filed with the Oregon Secretary of State on June 5, 2019 asserting a blanket security interest in virtually all personal property assets. 4. Key Equipment Finance, a division of KeyBank NA, by virtue of a UCC1 Financing Statement filed with the Oregon Secretary of State on June 5, 2019 asserting a security interest in 26 350 gallon 304 SS IBC IBC tanks. 5. Ethimex Distribution, USA, LLC, by virtue of a UCC1 Financing Statement filed with the Oregon Secretary of State on August 4, 2023 and amended on August 7, 2023 asserting a security interest in 34 totes of 275 wg alcohol. 6. Ethimex ltd, by virtue of a UCC1 Financing Statement filed with the Oregon Secretary of State on August 6, 2023 and amended on August 7, 2023 asserting a security interest in 34 totes of 275 wg alcohol. 7. Ethimex Distribution, USA, LLC, by virtue of a UCC1 Financing Statement filed with the Oregon Secretary of State on December 22, 2023 asserting a security interest in 20 totes of 275 wg alcohol. 8. Ethimex Distribution, USA by virtue of a UCC1 Financing Statement filed with the Oregon Secretary of State on February 20, 2024 asserting a security interest in 5 totes of 275 wg with organic grape ethanol. Based on the priority of filing dates, KeyBank National Association holds the first blanket security interest in cash collateral. KeyBank is owed approximately $245,000. Key Equipment Finance, a division of KeyBank, holds the second blanket security interest in cash collateral. Key Equipment Finance is owed approximately $19,800. Ethimex Distribution, USA, LLC and Ethimex ltd each hold what is effectively a purchase money security interest in the inventory described in each of the 3 UCC1 financing statements pursuant to ORS 79.319 because Ethimex (including Ethimex Distribution USA LLC and Ethimex ltd) is the consignor and the debtor is the consignee of all of the described inventory by virtue of a series of Consignment Agreements dated on or about the same dates as the UCC1 filings. For this reason, the debtor asserts that Ethimex is the owner of the described inventory and is legally entitled to the first proceeds of sale of said inventory which will be paid to Ethimex. As adequate protection for the use of cash collateral, the Lien Creditors are each granted a perfected lien and security interest on all property, whether now owned or hereafter acquired by the Debtor of the same nature and kind as secured by the claim of each of the Lien Creditors on the Petition Date; provided, however, that such Replacement Lien will not attach to avoidance or recovery actions of the Debtor's estate under Chapter 5 of the Code; and provided, further, that such Replacement Lien will be subject to all valid, properly perfected and enforceable liens and interests that existed as of the Petition Date. The interests of the Lien Creditors in the Replacement Collateral will have the same relative priorities as the liens held by them as of the Petition Date. The Replacement Lien granted will be a valid, perfected and enforceable security interest and lien on the property of the Debtor and the Debtor's estate without further filing or recording of any document or instrument or any other action, but only to the extent of the enforceability of Lien Creditors' security interests in the Prepetition Collateral. Absent further Order of the Court, the Debtor's authority to use cash collateral will terminate August 10, 2024 or the occurrence of any of the following: (a) the violation of the any of the terms of the Order, (b) the entry of an Order converting the case to a case under Chapter 7 of the Bankruptcy Code, (c) the termination, lapse, expiration or reduction of insurance coverage on Lien Creditors' collateral for any reason, (d) the appointment of a trustee in the case, or (e) dismissal of the case. A copy of the court's order is available at https://urlcurt.com/u?l=dyoCOF from PacerMonitor.com. About Alchemical Solutions, LLC The Organic Alcohol Company is Oregon's first and oldest certified organic distillery. The Company sells certified organic, pharmaceutical grade 190-proof and 200-proof neutral corn, grape, wheat, and cane alcohol in both small and large quantities. The Company provides a variety of organic, non-GMO, gluten-free, and vegan high-quality pure spirits. Alchemical Solutions, LLC in Ashland, OR, filed its voluntary petition for Chapter 11 protection (Bankr. D. Or. Case No. 24-60356) on February 20, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Aaren Glover as authorized representative of the Debtor, signed the petition. Judge Thomas M. Renn oversees the case. KEITH Y. BOYD, PC serve as the Debtor's legal counsel. ALL-SAFE: Court OKs Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized A All-Safe, Safe & Lock, Inc. to use cash collateral, on an interim basis, in accordance with the budget. Regions Bank and the U.S. Small Business Administration have valid blanket liens that are properly perfected and enforceable against all of the Debtor's personal property securing aggregate indebtedness. As adequate protection, Regions Bank and the U.S. Small Business Administration, will have, nunc pro tunc as of the commencement of the Chapter 11 cases, 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, but solely to the same extent and priority, and of the same kind and nature, as the property of the Debtor securing the prepetition obligations to Regions Bank and the U.S. Small Business Administration under the Pre-Petition Loan Documents. Regions Bank and the U.S. Small Business Administration will not have or be granted a Replacement Lien on or against any claims or causes of action arising under 11 U.S.C. Sections 542 through 550 or on or against the proceeds of the Avoidance Actions. In the event that diminution occurs in the value of cash collateral from and after the Petition Date as a result of the Debtor's use thereof in an amount in excess of the value of the Replacement Liens granted, then Regions Bank and the U.S. Small Business Administration will be granted an administrative claim under 11 U.S.C. Section 507(b), with priority over all other administrative expense claims. The Replacement Liens granted will be valid and perfected without the need for the execution or filing of any further documents or instruments. The Replacement Liens will be subject and subordinate to any and all fees payable to the United States Trustee and/or the Clerk of the Bankruptcy Court. Commencing April 1, 2024 and continuing on the 1st day of each month thereafter, until otherwise ordered by the Court, the Debtor will make adequate protection payments to Regions Bank in the amount of $900 and the U.S. Small Business Administration in the amount of $1,788 each per month. A further hearing on the matter is set for April 17 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=9FIiPi from PacerMonitor.com. About A All-Safe, Safe & Lock, Inc. A All-Safe, Safe & Lock, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12820-EPK) on March 25, 2024. In the petition signed by Diana Herbst, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Erik P. Kimball oversees the case. Brian K. McMahon, Esq., at Brian K. McMahon, PA, represents the Debtor as legal counsel. AMERICANAS SA: Launches 2030 Notes Cash Tender Offer ---------------------------------------------------- Alex Vasquez of Bloomberg News reports that Americanas announced it started an offer to purchase 4.750% Senior Notes due 2030 and 4.375% Senior Notes due 2030, according to a company filing late Monday, April 1, 2024. Notes Americanas offered to purchase: * 4.750% Senior Notes due 2030; outstanding principal amount of $38.88 million * 4.750% Senior Notes due 2030; outstanding principal amount of $16.23 million * 4.750% Senior Notes due 2030; outstanding principal amount of $342.77 million * 4.375% Senior Notes due 2030; outstanding principal amount of $38.75 million * 4.375% Senior Notes due 2030; outstanding principal amount of $20.47 million * 4.375% Senior Notes due 2030; outstanding principal amount of $289.79 million A full-text copy of the announcement is available at https://api.mziq.com/mzfilemanager/v2/d/347dba24-05d2-479e-a775-2ea8677c50f2/95c9296f-1ea7-be7d-48e3-1e4a4560bac5?origin=1 About Americanas SA Americanas was one of the largest diversified retail chains in Brazil, with a wide platform of physical stores, robust e-commerce, fintech, and has just entered into the niche food retail. It is listed on B3, being indirectly controlled by billionaire Jorge Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles. The retailer nosedived in January 2023 after becoming mired in an accounting scandal. The firm filed for bankruptcy at a court in Rio de Janeiro on Jan. 19, 2023. Americanas sought protection under Chapter 15 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White & Case LLP, led by John K. Cunningham, is the U.S. counsel. AMYNTA HOLDINGS: S&P Alters Outlook to Positive, Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Amynta Holdings LLC (Amynta) to positive from stable and affirmed its 'B-' issuer and issue-level ratings. The positive outlook reflects S&P's view that it may raise the rating one notch within the next 12 months in connection with an improving credit profile, particularly if S&P considers it to be enduring. Amynta continues to benefit from an increasingly diversified business profile, enhanced scale, and overall favorable trends, which, combined with capital management actions, we expect will likely enable the company to maintain credit ratios commensurate with higher rated peers. S&P Global Ratings' outlook revision to positive incorporates our expectation for continued favorable performance, driven by strong momentum in managing general agent (MGA) and improving trends in auto warranty. Although Amynta's warranty business faced another year of difficult headwinds and negative organic growth in 2023, the company reported solid overall organic growth of 7%, largely driven by broad-based expansion in its MGA segment. Exposure growth and new business production contributed to the strong performance in MGA, along with meaningful contribution from the Ambridge Group (Ambridge) platform that was acquired from Brit Ltd. in the first half of 2023. MGA is the company's largest segment, representing about 67% of total net revenue in 2023. Persistent unfavorable market conditions have weighed on Amynta's warranty segment since 2022, and a lost original equipment manufacturer (OEM) account in 2022 further pressured its auto warranty business throughout 2023. S&P said, "However, we believe the company's auto warranty segment is at an inflection point. Amynta's auto warranty segment pivoted to positive organic growth in the fourth quarter on moderating headwinds in the core book, strong contributions from its Canada operations, and new dealer relationships. Though higher interest rates remain a headwind in the auto segment, the extraordinary OEM loss impacts are fully out of results as of year-end 2023, and underlying demand for auto supports a healthy long-term outlook. We expect to see positive revenue trends and a return to normalized growth for auto warranty in 2024, while the much smaller consumer segment will likely continue to experience growth challenges on weak consumer spending on its key furniture and fitness categories." Amynta has successfully grown via acquisitions and continues to invest in its long-term growth by expanding underwriting reach and talent, growing carrier partners, and building new verticals. With the acquisition of Ambridge, the company's largest acquisition to date, the company added new complementary lines of business, significantly expanded its position in the excess and surplus (E&S) market, and diversified its carrier concentration profile. As of year-end 2023, the company's two largest carrier partners (AmTrust and Brit) together represent about 40% of total premiums, which compares to 70% of premium with AmTrust when Amynta initially carved out from the carrier in 2017. Amynta's leverage is commensurate with higher rated peers. Amynta ended 2023 with S&P Global Ratings-adjusted debt to EBITDA of 6.6x, a modest improvement from 6.8x at year-end 2022 and within our upside trigger of below 7x. While extraordinary or opportunistic mergers and acquisitions (M&A) could erode cushion against our upgrade threshold, S&P considers it unlikely to see large deals like Ambridge or a significant uptick in M&A activity in the near term. Further, as was the case in the past, Amynta may fund M&A through a combination of internal cash, equity, and debt, as the company remains mindful of its financial leverage and cost of capital. Amynta's coverage remains a negative outlier but is improving based on capital management actions and favorable performance momentum. Amynta ended 2023 with S&P Global Ratings-adjusted EBITDA coverage of 1.4x, which is among the lowest in S&P's portfolio of rated peers as a result of relatively expensive debt, higher benchmark rates, and a lack of hedging instruments for most of the year. However, Amynta has taken steps to address its high interest costs. The company successfully repriced its first-lien term loan in December 2023 by 85 basis points to SOFR plus 425. That same month and more recently in the first quarter of 2024, Amynta executed two interest rate derivatives on $600 million of debt (representing estimated cash interest savings of nearly $5 million in 2024 based on forward curves) and is evaluating additional hedging actions. Lastly, Amynta has communicated that it will be seeking to execute a refinancing of its second-lien debt in a manner that we expect will lower overall cost of capital. The positive outlook reflects the possibility that Amynta's overall performance momentum combined with supportive financial policy and capital management actions will likely enable it to maintain credit metrics commensurate with higher rated peers. S&P said, "We could raise our ratings on Amynta in the next 12 months if the company can demonstrate coverage nearing 2x and leverage sustained comfortably below 7x through 2024, supported by healthy performance trends consistent with our base-case forecast combined with supportive financial policy." S&P could revise its outlook to stable if S&P expects Amynta's coverage to remain materially below 2.0x and leverage to increase above 7.0x on a sustained basis. This could occur as a result of: -- Operating performance that falls materially below S&P's base case due to worse-than-expected macroeconomic conditions or operational challenges, which could constrain top-line growth and EBITDA margins; -- Unforeseen difficulties in executing capital management actions, limiting the company's ability to manage its cost of capital; or -- More aggressive financial policy decisions, such as increased debt-financed acquisitions. APOSTOLIC CHURCH: Court OKs Cash Collateral Access Thru April 30 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized the Apostolic Church of Jesus Orlando West, The Apostolic International Ministries, Inc., to use cash collateral, on an interim basis, in accordance with the budget, through April 30, 2024. The Debtor operates a non-profit church that was able to meet their obligations until the COVID-19 Pandemic began in March of 2020. Since that time, tithing and offerings decreased and the Debtor fell behind in their mortgage payments to Third World Missions, Inc. Third World Missions, Inc. filed a foreclosure action against the Debtor. The Debtor was approved for exit financing through a grant company to pay off the mortgage at a reduced amount, during the foreclosure proceeding, but the grant fell through. The Debtor commenced the Chapter 11 Case in order to implement a comprehensive restructuring, stabilize its operations for the benefit of its members, secured creditors, and other unsecured creditors; and to propose a mechanism to efficiently address and resolve all claims. As of the Petition Date, Debtor has approximately $45,885 in deposit accounts; and the Debtor is owed approximately $18,000 in accounts receivable, which collectability is uncertain. Debtor’s other personal property (consisting of office furniture, fixtures and equipment, equipment) is valued at approximately $25,500. The Debtor owes approximately $105,000 to the U.S. Small Business Administration that is purportedly secured by a UCC Financing Statement (202003120481) filed on July 3, 2020. However, the Secured Creditor does not have a deposit control agreement with the Debtor or the Debtor's bank, and therefore its lien on the Debtor's deposit accounts is unenforceable. Additionally, SBA did not correctly list the Debtor's name in the UCC Financing Statement, accordingly, U.S. Small Business Administration has a unsecured claim in the amount of $105,000. Creditor will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable nonbankruptcy law. The Debtor is directed to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Creditor. A continued preliminary hearing on the matter is set for April 30, at 1:30 p.m. A copy of the motion is available at https://urlcurt.com/u?l=8eqyER from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=JuSuqL from PacerMonitor.com. About The Apostolic Church of Jesus Orlando West The Apostolic Church of Jesus Orlando West, The Apostolic International Ministries, Inc. is a tax-exempt religious organization operated for worship, religious training or study, government or administration of an organized religion, or for promotion of religious activities. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00281) on January 19, 2024, with $3,183,398 in assets and $4,933,663 in liabilities. Keith Hicks, president, signed the petition. Judge Lori V. Vaughan oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC represents the Debtor as bankruptcy counsel. ARCADIA BIOSCIENCES: Deloitte & Touche Raises Going Concern Doubt ----------------------------------------------------------------- Arcadia Biosciences, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Deloitte & Touche LLP, the Company's auditor since 2007, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 28, 2024, Tempe, Arizona-based Deloitte & Touche LLP, said, "The Company has an accumulated deficit, recurring net losses and net cash used in operations, and resources that will not be sufficient to meet its anticipated cash requirements, which raises substantial doubt about its ability to continue as a going concern." Since inception, the Company has financed its operations primarily through equity and debt financings. As of December 31, 2023, the Company had an accumulated deficit of $271.8 million, cash and cash equivalents of $6.5 million and short-term investments of $5.1 million. For the years ended December 31, 2023 and 2022, the Company had net losses of $14 million and $15.6 million, respectively, and net cash used in operations of $15.3 million and $14.0 million, respectively. As of December 31, 2023, the Company has $19.7 million in total assets, $7 million in total liabilities, and $12.7 million in total stockholders' equity. The Company believes that its existing cash and cash equivalents and short-term investments will not be sufficient to meet its anticipated cash requirements for at least the next 12 months from the issuance date of these financial statements, and thus raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek to raise additional funds through debt or equity financings. The Company may also consider entering into additional partner arrangements. The sale of additional equity would result in dilution to the Company's stockholders. The incurrence of debt would result in debt service obligations, and the instruments governing such debt could provide for additional operating and financing covenants that would restrict operations. If the Company requires additional funds and is unable to secure adequate additional funding at terms agreeable to the Company, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned product launches. Any of these actions could materially harm the business, results of operations and financial condition. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/dw8n27zm About Arcadia Biosciences Dallas, TX-based Arcadia Biosciences, Inc. is a producer and marketer of innovative, plant-based food and beverage products. Its history as a leader in science-based approaches to developing high-value crop improvements, as well as nutritionally enhanced food ingredients, has laid the foundation for its path forward. The Company uses advanced breeding techniques to develop these proprietary innovations which are now being commercialized through the sales of seed and grain, as well as food ingredients and products. ASURION LLC: Offers Lenders Small Fee to Delay Financial Results ---------------------------------------------------------------- Reshmi Basu of Bloomberg News reports that mobile-phone insurer Asurion LLC, which has more than $12 billion of debt, is offering to pay a small fee to lenders that agree to extend a deadline for filing its audited financial results, stepping up an effort to keep a delay from triggering an event of default, according to people familiar with the situation. The step comes after the closely held company last week failed to secure consent from lenders for a 45-day extension, said the people, who asked not to be identified discussing a private matter. About Asurion LLC Asurion, LLC, is a privately held company based in Nashville, Tennessee, that provides insurance for smartphones, tablets, consumer electronics, appliances, satellite receivers and jewelry. ATARA BIOTHERAPEUTICS: Deloitte & Touche Raises Going Concern Doubt ------------------------------------------------------------------- Atara Biotherapeutics, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Deloitte & Touche LLP, the Company's auditor since 2013, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 28, 2024, San Francisco, California-based Deloitte & Touche LLP, said, "The Company's recurring losses from operations raises substantial doubt about its ability to continue as a going concern." The Company had incurred operating losses since inception and it expects that existing cash, cash equivalents and short-term investments as of December 31, 2023, will not be sufficient to fund its planned operations for at least 12 months after the issuance of the consolidated financial statements. The Company's net losses were $276.1 million and $228.3 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had an accumulated deficit of $2 billion. Substantially all of the Company's net losses have resulted from costs incurred in connection with its research and development programs and from general and administrative expenses associated with its operations. As of December 31, 2023, the Company's cash, cash equivalents and short-term investments totaled $51.7 million, which it intends to use to fund its operations. As of December 31, 2023, the Company had $165.5 million in total assets, $264.7 million in total liabilities, and $99.2 million in total stockholders' deficit. The Company said, "To alleviate the conditions that raise substantial doubt about our ability to continue as a going concern, we plan to secure additional capital, potentially through a combination of public or private security offerings; use of our ATM facility; and/or strategic transactions. We may also need to raise additional funding as required based on the status of our development programs and our projected cash flows. Although we have been successful in raising capital in the past, and expect to continue to raise capital as required, there is no assurance that we will be successful in obtaining sufficient funding on terms acceptable to us to fund continuing operations, if at all, or identify and enter into any strategic transactions that will provide the capital that we will require. If we are unable to obtain sufficient funding on acceptable terms, we could be forced to delay, limit, reduce or terminate preclinical studies, clinical studies or other development activities for one or more of our product candidates, which could have a material adverse effect on our business, results of operations, and financial condition. Accordingly, we have concluded that substantial doubt exists with respect to our ability to continue as a going concern for at least 12 months after the issuance of the accompanying consolidated financial statements." A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/45y7n9hx About Atara Biotherapeutics Thousand Oaks, CA-based Atara Biotherapeutics, Inc. is a leader in T-cell immunotherapy, leveraging its novel allogeneic Epstein-Barr Virus (EBV) T-cell platform to develop transformative therapies for patients with cancer and autoimmune disease. BABCOCK SOLUTIONS: Seeks Cash Collateral Access ----------------------------------------------- Babcock Solutions, LLC asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to maintain ongoing expenses, including but not limited to insurance, vehicle maintenance, and equipment maintenance. Pre-petition, on August 28, 2020, the Debtor entered into a loan and security agreement with the United States Small Business Administration for a loan in the original principal balance of approximately $85,000. Pursuant to the security agreement, the SBA was granted a blanket lien on substantially all of the Debtor's assets, including its cash, funds in accounts, and receivables. The SBA duly perfected its security interest by filing a UCC-1 Financing Statement with the Colorado Secretary of State on September 6, 2020 at Reception No. 20202103934. According to the Debtor's books and records, the SBA is owed approximately $79,905 as of the Petition Date. On August 7, 2024, the Debtor entered into a loan with Paypal -- Loan Builder, for a loan in the amount of approximately $40,000 and, pursuant to the loan documents, Paypal may assert an interest in the Debtor's assets, including accounts and receivables. Other parties who have filed a UCC-1 financing statement asserting blanket liens include First Corporate Solutions, as representative and CHTD Company. The Debtor's primary assets are its vehicles, a majority of which are encumbered by liens. The Debtor scheduled vehicles and equipment assets in the amount of approximately $593,347. On the Petition Date, the Debtor also had cash in accounts in the amount of $7,797.29 between its three accounts, and receivables in the amount of approximately $2,500. In order to provide adequate protection for the Debtor's use of cash collateral to secured creditors, the Debtor has proposed adequate protection for the Secured Creditors or any other creditor with a lien on cash collateral. The proposal provides the following treatment on account of cash collateral: a. The Debtor will provide the Secured Creditors with a post-petition lien on all postpetition accounts receivable and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of the Secured Creditors' interest in the collateral pursuant to 11 U.S.C. section 361(2). All replacement liens will hold the same relative priority to assets as did the pre-petition liens; b. The Debtor will only use cash collateral in accordance with the Budget, subject to a deviation on line item expenses not to exceed 15% without the prior agreement of the Secured Creditors or an order of the Court; c. The Debtor will keep all of the Secured Creditors' collateral fully insured; d. The Debtor will provide the Secured Creditors with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports; e. The Debtor will maintain in good repair all of the Secured Creditors' collateral. A copy of the motion is available at https://urlcurt.com/u?l=jXDcXt from PacerMonitor.com. About Babcock Solutions, LLC Babcock Solutions, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-11228-KHT) on March 20, 2024. In the petition signed by Andrew Babcock, managing member, the Debtor disclosed up to $1 million in both assets and liabilities. Keri L. Riley, Esq., at Kutner Brinen Dickey Riley PC, represents the Debtor as legal counsel. BENDED PAGE: Seeks Cash Collateral Access Thru April 19 ------------------------------------------------------- Bended Page, LLC asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral and provide adequate protection through April 19, 2024. All parties with an interest in cash collateral have consented to the Debtor's use of cash collateral pursuant to the budget attached hereto as Exhibit 1, on the same terms as provided in the Second Interim Period. Those parties are Read Colorado LLC (post-petition financing), Ingram Book Group LLC (“Ingram”), and B.S.D. Capital, Inc., dba Lendistry. As adequate protection for the Cash Collateral Creditors, the Debtor will provide to the Cash Collateral Creditors postpetition replacement liens on the Debtor's post-petition assets, to the extent, but only to the extent, of any identifiable diminution in value of their respective interests in collateral that is property of the Debtor's estate, as it existed on the Petition Date, all for the same validity, extent, and priority of such Cash Collateral Creditor's prepetition lien. A copy of the motion is available at https://rb.gy/r0nd1m from PacerMonitor.com. About Bended Page, LLC Bended Page, LLC is a book store owner in Denver, Colorado. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14679) on October 16, 2023. In the petition signed by Bradford Dempsey, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Michael E. Romero oversees the case. Andrew D. Johnson, Esq., at Onsager Fletcher Johnson Palmer LLC, represents the Debtor as legal counsel. BETTER POOL: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized The Better Pool Guy and Home Solutions, Inc. to use cash collateral, on an interim basis, in accordance with the budget. The Debtor requires the use of cash collateral to pay for operating expenses including payroll. On February 13, 2024, MCA lender Fora Financial Advance served a demand on TSYS/Global Payments/Translink credit card processing account 07424362 pursuant to Article 9 of the UCC, freezing the credit card processing account from which all the Debtor's operations are funded. The UCC was filed January 25, 24 on a loan funded October 18, 2023, within the preference period. The Debtor received $194,000 and owed $274,000 or 70% within one year. The parties that assert an interest in the Debtor's cash collateral are Fora Financial Advance LLC, PayPal Working Capital, SCP Distributors LLC, U.S. Small Business Administration, Newtek Small Business Finance, and BayFirst National Bank. As adequate protection for the use of cash collateral, the Lenders are granted a replacement lien on all post-petition property of the Debtor that is of the same nature and type as Lenders' pre-petition collateral. A further hearing on the matter is set for April 25, 2024 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Y9UmH5 from PacerMonitor.com. The Debtor projects $122,100 in total revenue and $17,398 in total general expenses. About The Better Pool Guy and Home Solutions, Inc. The Better Pool Guy and Home Solutions, Inc. offers swimming pool services to residential and commercial customers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01148) on March 8, 2024. In the petition signed by Timothy J. Cope, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Grace E. Robson oversees the case. Robert A. Stiberman, Esq., at STIBERMAN LAW, P.A., represents the Debtor as legal counsel. BLACK HORSE EHT: Skips Semiannual Debt Payment ---------------------------------------------- Lauren Coleman-Lochner of Bloomberg News reports that New Jersey senior-living operator Black Horse EHT Urban Renewal LLC has skipped its debt payment. Black Horse EHT Urban Renewal LLC won't pay its semiannual interest payment due Monday, April 1, 2024, according to a regulatory filing. The $27.8 million in bonds was issued by New Jersey Economic Development Authority. About Black Horse EHT Urban Renewal Black Horse EHT Urban Renewal LLC is a facility providing supportive services to individuals who can function independently in most areas of activity, but need assistance and/or monitoring to assure safety and well being. BLUE INTERNATIONAL: May Use Dominion's Cash Collateral ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Blue International Group, LLC to use the cash collateral of Dominion Financial Services, LLC, on an interim basis, in accordance with the budget, with a 10% variance, through April 21, 2014. The Debtor has an immediate need to use cash collateral to, among other things, permit the orderly continuation of the operation of its business, to maintain business relationships and to satisfy other working capital and operational needs. As previously reported by the Troubled Company Reporter, the asset of the Debtor that form the basis of the Motion is the real property located at 1012 Bayview Drive, Nokomis, Florida. The Debtor rents the Property through Airbnb, Inc., Bookings.com and Vrbo. Secured creditor Dominion Financial Services, LLC holds mortgages which purportedly provide for an assignment of rents and leases. As adequate protection for the Debtor's use of cash collateral, the Secured Creditor will have a first priority post-petition security interest in, and lien upon, all of the Debtor's cash collateral which are or have been acquired, generated or received by the Debtor after the filing of the petition commencing the case, to the same extent that Secured Creditor held a properly perfected prepetition security interest or lien in assets immediately prior to the filing of the petition commencing this case. The Replacement Lien is, and will be deemed, perfected without the need to execute or file any document or instrument that might otherwise be required under applicable non-bankruptcy law to perfect said lien. As additional protection for the Secured Creditor's interest in the cash collateral, the Debtor will make monthly payments in the amount of $2,000 to commence on the 1st day of each month during the pendency of the Chapter 11 case. The payments will be applied by Secured Creditor to reduce the balance due under the loan documents. The Debtor will maintain insurance for Secured Creditor's collateral including the commercial real property in the same form and amount consistent with the requirements of the loan documents. A continued hearing on cash collateral is set for April 18, at 11 a.m. A copy of the order is available at https://reduced.to/16ciz from PacerMonitor.com. About Blue International Group, LLC Blue International Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12509) on March 15, 2024. In the petition signed by Lucrecia Maria Del Monte, authorized member, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Robert A. Mark oversees the case. Richard R. Robles, Esq., at LAW OFFICES OF RICHARD R. ROBLES, P.A., represents the Debtor as legal counsel. BLUE INTERNATIONAL: May Use FTF Lending's Cash Collateral --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Blue International Group, LLC to use the cash collateral of FTF Lending, LLC on an interim basis, in accordance with the budget. The Debtor has an immediate need to use cash collateral to, among other things, permit the orderly continuation of the operation of its business, to maintain business relationships and to satisfy other working capital and operational needs. As previously reported by the Troubled Company Reporter, the assets of the Debtor that form the basis of the Motion include: a) real property located at 3615 Higel Avenue, Sarasota, Florida; b) real property located at 7110 Manasota Key Road, Englewood, Florida; and c) real property located at 839 Conreid Drive, Port Charlotte, Florida. The Debtor rents all three of these properties through Airbnb, Inc., Bookings.com and Vrbo. The Debtor requires the ability to use the cash generated from the operation, sale disposition or realization of any assets or property subject to any liens, wherever located, and which constitutes cash collateral as defined in 11 U.S.C. section 363. Secured creditor FTF Lending, LLC holds mortgages which purportedly provide for an assignment of rents and leases. A continued hearing on cash collateral is set for April 18, 2024 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=5WS6ya from PacerMonitor.com. About Blue International Group, LLC Blue International Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12509) on March 15, 2024. In the petition signed by Lucrecia Maria Del Monte, authorized member, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Robert A. Mark oversees the case. Richard R. Robles, Esq., at LAW OFFICES OF RICHARD R. ROBLES, P.A., represents the Debtor as legal counsel. BLUE INTERNATIONAL: May Use Residential's Cash Collateral --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Blue International Group, LLC to use the cash collateral of Residential Investment Trust IV, on an interim basis, in accordance with the budget. The Debtor has an immediate need to use cash collateral to, among other things, permit the orderly continuation of the operation of its business, to maintain business relationships and to satisfy other working capital and operational needs. As previously reported by the Troubled Company Reporter, the assets of the Debtor that form the basis of the Motion include a) real property located at 6345 Collins Avenue, Unit 539, Miami Beach, Florida; b) real property located at 1386 19 Street, Sarasota, Florida; c) real property located at 780 S. McCall Road, Englewood, Florida; and d) 21288 Edgewater Drive, Port Charlotte, Florida. The Debtor rents three of these properties through Airbnb, Inc., Bookings.com and Vrbo and one of these properties has a month-to-month tenant. Secured creditor Residential Investment Trust IV holds mortgages which purportedly provide for an assignment of rents and leases. The use of the cash collateral will include payment of any administrative expenses relating to this case. The payment of the United States Trustee fees will be included in the approved Budget. A continued hearing on the matter is set for April 18, 2024 at 11 a.m. A copy of the order is available at https://reduced.to/ak40d from PacerMonitor.com. About Blue International Group, LLC Blue International Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12509) on March 15, 2024. In the petition signed by Lucrecia Maria Del Monte, authorized member, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Robert A. Mark oversees the case. Richard R. Robles, Esq., at LAW OFFICES OF RICHARD R. ROBLES, P.A., represents the Debtor as legal counsel. A copy of the order is available at https://reduced.to/8bnkk from PacerMonitor.com. About Blue International Group, LLC Blue International Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12509) on March 15, 2024. In the petition signed by Lucrecia Maria Del Monte, authorized member, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Robert A. Mark oversees the case. Richard R. Robles, Esq., at LAW OFFICES OF RICHARD R. ROBLES, P.A., represents the Debtor as legal counsel. BLUE INTERNATIONAL: May Use Wilmington's Cash Collateral -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Blue International Group, LLC to use the cash collateral of Wilmington Savings Fund Society, FSB, on an interim basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, the assets of the Debtor that form the basis of the Motion include: a) real property located at 24167 Harborview Road, Punta Gorda, Florida; and b) real property located at 50 SW 26 Road, Miami, Florida. The Debtor rents both of these properties through Airbnb, Inc., Bookings.com and Vrbo. Secured creditor Wilmington Savings Fund Society, FSB, as Trustee for the SG Alternative Trust 2022-RTL2 holds mortgages which purportedly provide for an assignment of rents and leases. The use of the cash collateral will include payment of any administrative expenses relating to this case. The payment of the United States Trustee fees shall be included in the approved Budget. A copy of the order is available at https://urlcurt.com/u?l=C8ZM9I from PacerMonitor.com. About Blue International Group, LLC Blue International Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12509) on March 15, 2024. In the petition signed by Lucrecia Maria Del Monte, authorized member, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Robert A. Mark oversees the case. Richard R. Robles, Esq., at LAW OFFICES OF RICHARD R. ROBLES, P.A., represents the Debtor as legal counsel. BMI MOTORS: Wins Cash Collateral Access Thru April 30 ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized BMI Motors, Inc. and Caba Investments LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through April 30, 2024. As adequate protection, the Secured Creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtors will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. A continued hearing on the matter is set for April 30 at 2 p.m. A copy of the court's order and the Debtors' budget is available at https://urlcurt.com/u?l=TaX2QD from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $3,510 for the week starting April 8, 2024; $26,600 for the week starting April 15, 2024; $18,850 for the week starting April 22, 2024; About BMI Motors, Inc. BMI Motors, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:23-bk-04659) on November 2, 2023. In the petition signed by Fabian Pourrain, sole shareholder, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Lori V. Vaughan oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. BRIGANTE ENTERPRISE: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Briganti Enterprise, Inc. dba Mattress Central dba Briganti Home dba Soy Crafters to use cash collateral, on an interim basis, in accordance with the budget. The value of collateral is $113,850. As previously reported by the Troubled Company Reporter, the Debtor's secured creditors are the U.S. Small Business Administration with an estimated pre-petition balance of $521,680, National Funding with an estimated pre-petition balance of $320,696, On Deck Capital, Inc. with an estimated claim of $63,800, and Toyota Financial Services with an estimated balance of $24,618. Toyota Financial Services is secured by the Debtor's 2019 Toyota Tacoma. The Debtor has been paying $521.51 per month, is current, and will continue to make the $521.51 payment each month to Toyota Financial Services. The secured creditors have claims totaling approximately $909,114. From the remaining three secured creditors. The SBA is in first position lienholder, followed by National Funding, which is in the second position lienholder, and OnDeck Capital, Inc. which holds the third position lien against Debtor's assets based on the respective UCC-1 Financing Statements filed with the Secretary of State. The Debtor has one priority creditor, the California Department of Tax and Fee Administration with an estimated pre-petition claim of $100,000 for sales tax. The Debtor's general unsecured creditors include business credit cards, vendors, and two month delinquent rent for the Burbank and Culver City locations. The general unsecured claims have claims $309,684. The court ruled that in addition to the postpetition security interests that are automatically provided pursuant to 11 U.S.C. 552, and subject to any more comprehensive protection that may be approved, the Debtor will provide at least the following protection to any creditor with a security interest in the subject property (pursuant to 11 U.S.C. 361-364, as applicable): (i) Insurance. For all collateral of a type that typically is insured (e.g., real property and improvements), the Debtor is directed to maintain insurance in a dollar amount at least equal to the Debtor's good faith estimate of the value of such creditor's interest in the collateral, and such insurance will name such creditor as an additional insured. The Debtor is directed to remain current on payments for such insurance. (ii) Taxes. The Debtor is directed to remain current on payments on account of postpetition real estate taxes (to the extent that real estate is part of the collateral). (iii) Disclosures/access. The Debtor is directed to provide, upon such creditor's reasonable request, periodic accountings of the foregoing insurance and tax obligations and payments, as well as postpetition proceeds, products, offspring, or profits from the collateral, including gross revenues and expenses and a calculation of net revenues. The Debtor is directed to provide appropriate documentation of those accountings, and access for purposes of inspection or appraisal. The tentative ruling is to grant postpetition liens to any creditors holding secured claims by granting replacement liens, but such liens will be limited to the same validity, priority, and amount as prepetition liens. A copy of the order is available at https://urlcurt.com/u?l=CHStHv from PacerMonitor.com. A final hearing on the matter is set for April 9 at 1 p.m. About Briganti Enterprise, Inc. Briganti Enterprise, Inc. serves as a mattress outlet in Los Angeles, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12006) on March 15, 2024. In the petition signed by Vahe Vince Delakyan, president, the Debtor disclosed $171,649 in assets and $1,318,798 in liabilities. Judge Neil W Bason oversees the case. Michael Jay Berger, Esq., at LAW OFFICES OF MICHAEL JAY BERGER, represents the Debtor as legal counsel. BROTHERS GRIMM: Wins Cash Collateral Access Thru April 8 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Idaho authorized Brothers Grimm, Inc. to use cash collateral on an interim basis, in accordance with the budget, through April 8, 2024. As previously reported by the Troubled Company Reporter, the cash collateral consists of revenue and accounts receivable generated in the operation of its business, which is the operation of a trucking company for the transportation of goods. The Debtor requires the use of cash collateral to operate its business and pay adequate protection payments to secured creditors. There are several secured creditors with security interests in receivables and related items filed with the Secretary of State. The secured creditors are First Corporate Solutions, North Mill Credit Trust, Credibly of Arizona, Exertion 221 Trust, Idaho State Tax Commission, U.S. Small Business Administration, Kabbage, Intuit, and CFGMS. As adequate protection, any creditor that has an interest in the cash collateral being used, a continuing post-petition lien in all like collateral to the same extent, validity and priority that said creditors had at the time of the filing of the bankruptcy case pending further order of the Court, but only limited to the cash collateral used. A continued preliminary hearing on the matter is set for April 8 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=2AQ3XN from PacerMonitor.com. About Brothers Grimm Brothers Grimm, Inc. is a transportation service provider in Nampa, Idaho, specializing in dry, refrigerated, and expedited freight hauling. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Idaho Case No. 24-00057) on Feb. 9, 2024, with $254,130 in assets and $3,977,136 in liabilities. Brad Grimm, president, signed the petition. Judge Noah G. Hillen oversees the case. D. Blair Clark, Esq., at the Law Office of D. Blair Clark, PC represents the Debtor as bankruptcy counsel. CALLON PETROLEUM: S&P Raises ICR to 'BB+' on Acquisition Close -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Callon Petroleum Co. to 'BB+' (in line with its rating on Apache Corp.) from 'B+' and removed it from CreditWatch, where S&P placed it with positive implications on Jan. 4, 2024. S&P said, "At the same time, we raised our issue-level ratings on Callon's unsecured notes to 'BB+' (in line with our ratings on Apache's debt) from 'BB-' and removed them from CreditWatch. Subsequently, we withdrew our issuer and issue-level ratings on Callon." On April 1, 2024, U.S.-based oil and gas exploration and production company APA Corp. (parent of Apache Corp.) completed its acquisition of Callon Petroleum Co. in an all-stock transaction valued at $4.5 billion, including the assumption of about $1.9 billion of Callon's net debt. These actions follow the close of Callon's acquisition by APA. S&P raised its issuer credit rating on Callon to 'BB+' from 'B+' and issue-level ratings to 'BB+' from 'BB-' to equalize them with the ratings on Apache because S&P considers Callon and its assets to be core to Apache. S&P subsequently withdrew its ratings on Callon. COOPER'S HAWK: Moody's Affirms 'Caa2' CFR, Outlook Stable --------------------------------------------------------- Moody's Ratings upgraded the probability of default rating for Cooper's Hawk Intermediate Holding, LLC to Caa2-PD from Caa3-PD. In addition, Moody's affirmed all other ratings of Cooper's Hawk, including its Caa2 corporate family rating and Caa2 backed senior secured 1st lien bank credit facilities ratings. The outlook is stable. The upgrade of the probability of default rating to Caa2-PD from Caa3-PD reflects the company's improved liquidity position resulting in a lower default risk. Cooper's Hawk recently obtained a $42 million add-on term loan with the proceeds used to repay outstanding revolving loans, add cash to its balance sheet and pay associated fees and expenses. The amendment also extended the maturity of it's $35 million revolving credit facility by one year to October 2026. Overall, the add-on term loan and revolver extension are both credit positive as they improve liquidity, which should be sufficient to cover required cash flow needs over the coming year. The affirmation of the Caa2 CFR reflects Moody's expectation that the company's performance will continue to improve over the next 12 months although credit metrics and free cash flow will remain weak and free cash flow is expected to be negative given capex requirements. While lease adjusted debt/EBITDAR has improved it remains high at around 9.75 times for the LTM period ending 3Q23. Moreover, even though revenue growth is expected to continue, inflationary pressures and growth-related investments will temper EBITDA growth and free cash flow will be negative. RATINGS RATIONALE Cooper's Hawk's (Caa2 stable) credit profile reflects its small size relative to its rated restaurant peers, limited geographic diversification and weak credit metrics. While sales have improved due to continued organic sales growth and new restaurant additions and cost pressures have eased, a difficult operating environment and inflationary pressures still persist and continue to weigh on margins resulting in weak credit metrics and negative free cash flow. To that end, although leverage has improved from around 14x it remains high at around 9.75x for the LTM period ending September 28, 2023. The credit profile also reflects governance considerations, primarily the company's private equity ownership, which has led to high financial leverage because of an aggressive growth strategy. However, the company's sponsor, Ares has demonstrated its commitment to support the company's growth. The rating is supported by Cooper's Hawk's improving performance in the restaurant/wine club space which caters to the increasing demand for experiential gatherings. As one of the first movers with multiple locations, its wine club is the largest in the US. With monthly membership fees accounting for around 27% of the company's total revenue, the segment provides a base level of revenue, earnings and cash flow support. The wine club also bolsters restaurant traffic considerably because of the very high rate of customer in-store pickup. Further support is provided by its diverse customer base and broad appeal among varying demographics. Moody's expects continued organic revenue growth over the next few years, in addition to significant new unit growth. The stable outlook reflects Cooper's Hawk's adequate liquidity and lack of near dated debt maturities. The outlook also reflects Moody's expectation that operating performance will improve because of normalizing commodity and wage costs and the company's expense structure will result in better cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if operating performance sustainably improves such that the company generates at least break even free cash flow to support growth plans with ample revolver availability. An upgrade would also require leverage and coverage approaching sustainable levels to support refinancing on economically viable terms. Ratings could be downgraded if liquidity does not improve at least from current levels or if the probability of default increases for any reason. Cooper's Hawk Intermediate Holding, LLC is an experiential concept restaurant chain that also features the largest wine club in the US. The company currently operates 61 restaurants, which also serve as the primary pickup location for recurring monthly wine purchases by its wine club members. Cooper's Hawk is majority owned by Ares Private Equity Group. Revenue for the LTM period ending September 2023, was around $580 million. The principal methodology used in these ratings was Restaurants published in August 2021. CORENERGY INFRASTRUCTURE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------------ The U.S. Trustee for Region 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CorEnergy Infrastructure Trust, Inc. About CorEnergy Infrastructure CorEnergy Infrastructure Trust, Inc. is a Maryland corporation formed in 2005 as a Business Development Company under the Investment Company Act of 1940, but since 2012 has operated for tax purposes as a real estate investment trust ("REIT"). Its stock is publicly traded and widely held, and it operates under the oversight of a board of directors that meets the independence standards of the New York Stock Exchange. Since its conversion to a REIT in 2012, CorEnergy has focused on owning and leasing energy midstream infrastructure and operating energy midstream companies. The Debtor filed Chapter 11 petition (Bankr. W.D. Mo. Case No. 24-40236) on February 25, 2024, with $14,492,662 in assets and $118,415,403 in liabilities. David J. Schulte, officer, signed the petition. Judge Cynthia A. Norton oversees the case. Mark T. Benedict, Esq., at Husch Blackwell, LLP represents the Debtor as legal counsel. The Debtor filed its Chapter 11 plan of reorganization and disclosure statement on February 25, 2024. CORNERSTONE PSYCHOLOGICAL: Court OKs Cash Access Thru April 5 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio authorized Cornerstone Psychological & Counseling Services of Northeast Ohio, LLC to use cash collateral, on an interim basis, in accordance with the budget, through April 5, 2024. The Debtor requires the use of cash collateral to pay normal business purposes including, but not limited to, rental and lease obligations, payroll, costs of goods sold, inventory, insurance obligations, utilities and other normal and necessary expenses associated with operating its business. The Debtor is indebted to PNC Bank, National and the United States Small Business Administration in the combined amounts of $1.8 million loans taken in 2022. The Prepetition Indebtedness owed to PNC and the SBA is secured by a valid and perfected security interest in substantially all of the Debtor's accounts, general intangibles, chattel paper, documents, inventory, furniture, fixtures and equipment; and the proceeds of the same. As adequate protection, the Secured Creditors are granted Replacement Liens in property acquired by the Debtor after the Petition Date that is of the same type as the Collateral against which each Secured Creditor asserted a lien prior to the filing of the Debtor's Petition, to the extent of the diminution of the value of the Secured Creditor's interest in cash collateral as of the Petition Date. The Replacement Liens will have the same validity, priority, and extent (if any) as the liens on Collateral that existed on the Petition Date. A further hearing on the matter is set for April 4 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=ORro04 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $26,878 for Week 1; and $26,878 for Week 2. About Cornerstone Psychological & Counseling Services Cornerstone Psychological & Counseling Services sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50367) on March 14, 2024. In the petition signed by Kenneth A. Filbert, president and sole member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Alan M. Koschik oversees the case. Peter Tsarnas, Esq., at GERTZ AND ROSEN, LTD., represents the Debtor as legal counsel. COTTONWOOD FINANCIAL: Court OKs $9MM DIP Loan from Nehimba ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized Cottonwood Financial Ltd. ad affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors are permitted to receive a senior secured postpetition financing facility consisting of a superpriority debtor in possession credit facility pursuant to the terms and conditions of the Secured Debtor-in-Possession Credit Facility and Use of Cash Collateral Term Sheet with Nehimba Holdings, LLC as the DIP Lender. From February 29, 2024 until the date of the Final DIP Order is entered, the Debtors was permitted to obtain not to exceed $2.0 million on the DIP Loans, that was subject to compliance with the terms, conditions, and covenants described in the Term Sheet, the Interim DIP Order approved by the Court on February 29, 2024 at Docket No. 76, and the Approved Budget. Subject to and upon entry of the Final DIP Order, the Debtors are permitted to draw DIP Loans up to an additional principal amount not to exceed $7 million (minus a 3% original issue discount on such amount), such that the total aggregate principal amount of all DIP Loans on a final basis does not exceed $9 million. All DIP Obligations will be due and payable in full in cash unless otherwise agreed to by the DIP Lender in writing on the earliest of the following: (i) July 31, 2024; (ii) the date of consummation of one or more Approved Transactions that, in the aggregate, constitute a sale of all or substantially all of the DIP Collateral; (iii) if the Final DIP Order has not been entered by the Bankruptcy Court on or before the applicable Milestone, the date of the applicable Milestone; (iv) the date of acceleration of the DIP Obligations and the termination of the DIP Lender's commitments under the DIP Facility pursuant to the terms of this Final DIP Order or the DIP Loan Documents; (v) the date the Bankruptcy Court orders the conversion of any of the Chapter 11 Cases to a chapter 7 liquidation or the dismissal of any of the Chapter 11 Cases; (vi) the date the Bankruptcy Court orders the appointment of chapter 11 trustee or examiner as to any Debtor; (vii) the filing of a proposed chapter 11 plan not approved by the DIP Lender; (viii) the filing of a proposed sale, bidding or marketing process or procedures for any of the Debtors' assets other than the Acceptable Sale Process; and (ix) the effective date of a chapter 11 plan of the Debtors. The Debtors are required to comply with these milestones: (a) 25 calendar days after the Petition Date: -- entry of the Final DIP Order; -- entry of an order approving the Debtors' rejection and surrender of certain leased premises on an interim basis; -- conclusion of the surrender with respect to substantially all of the locations and assets subject to such rejections; -- entry of an order approving the assumption of the Debtors' principal agreements with TreeMac Funding Group LL; and -- entry of an order approving a sale and marketing process that allows the Debtors to determine and seek Bankruptcy Court approval of a transaction to sell all or substantially all of the Debtors' assets for consideration that provides for (i) the DIP Lender's full rights to credit bid the DIP Obligations (including as a stalking horse bidder); (ii) the repayment in full in cash of the DIP Obligations and all senior secured loans at the closing of any sale; and (iii) is otherwise accept able to the DIP Lender and Prepetition Secured Lender in their sole discretion. (b) 75 calendar days following the Petition Date: entry of an order approving the sale(s) of substantially all of the Debtors' assets pursuant to the Acceptable Sale Process, which order must be acceptable to the DIP Lender and the Prepetition Lender in their sole discretion. Third Coast Bank, SSB, in its capacity as Lender and Debtor Cottonwood Financial Ltd., as borrower, are parties to the Loan Agreement, dated as of December 9, 2020, providing for a loan in the aggregate principal amount of $25 million. Payment of the Prepetition Secured Lender Loan is guaranteed by Cottonwood Financial Texas, LLC and Cottonwood Financial Administrative Services, LLC. Each of the Prepetition Secured Lender Loan Documents is valid, binding and enforceable in accordance with its terms. As of the Petition Date, the outstanding aggregate principal and interest due under the Prepetition Secured Lender Loan Documents is $26.653 million, plus any and all obligations and indebtedness of any kind. The Debtors' right to use cash collateral will automatically terminate upon the earlier of the following: (a) The Debtors' failure to make any payment to the Prepetition Secured Lender as and when due; (b) The appointment of a trustee in the Chapter 11 Cases or the appointment of a responsible officer or an examiner with expanded powers (powers beyond those set forth under 11 U.S.C. sections 1106(a)(3) and (4)) to operate, oversee or manage the financial affairs, the business, or reorganization of the Debtors under 11 U.S.C. section 1106(b); (c) The date that any Debtor ceases to operate its business (without the prior consent of the Prepetition Secured Lender); (d) The granting of relief from the Automatic Stay to any party that claims an interest in the Prepetition Secured Lender Collateral or replacement collateral other than the Prepetition Secured Lender; (e) The Court grants any party other than the Prepetition Secured Lender a lien or security interest equal to or senior to the liens and security interests held by the Prepetition Secured Lender pursuant to the Prepetition Loan Documents or the DIP Orders; (f) Any of the Debtors fail to comply with the terms of the DIP Orders; (g) The dismissal of any of the Debtors' Chapter 11 Cases; (h) The conversion of any of the Debtors' Chapter 11 Cases to chapter 7; (i) The termination of any of the Debtors' exclusive rights to propose a chapter 11 plan or the filing of any chapter 11 plan by any party other than the Debtors; (j) The Debtors' material breach of any affirmative or negative covenants contained in the Term Sheet; (k) The Debtors' non-compliance with the Milestones; (l) The Debtors lose or suffer a materially adverse restriction in their ability to market and service third party loans; (m) The Bankruptcy Court enters an order modifying, reversing, revoking, staying, rescinding, or vacating either of the DIP Orders or any portion thereof; and (n) The DIP Lender declares an Event of Default under either of the DIP Orders or the DIP Loan Agreements. As adequate protection for the use of cash collateral, the Prepetition Secured Lender will receive monthly adequate protection payments, payable in cash, on the 15th day of each month of $175,000, with the first occurring on or before March 15, 2024. Adequate Protection Payments will be free and clear of all liens and claims. To the extent of any of Diminution in Value of any of its Prepetition Secured Lender Collateral or Adequate Protection Collateral, the Prepetition Secured Lender is granted valid, perfected, unavoidable, replacement security interests in and liens and mortgages. The Prepetition Secured Lender is granted a final, allowed superpriority administrative expense claim secured by the Adequate Protection Liens with priority over any and all administrative expenses and all other claims against the Debtors, now existing or hereafter arising. The events that constitute an "Event of Default" include: (a) the Debtors' failure to make any payment to the DIP Lender as and when due; (b) if the Debtors request authority to obtain any financing not consented to by the DIP Lender and the proceeds of which are not used to immediately pay all DIP Obligations in full; and (c) the filing by the Debtors (or with the Debtors' consent) of any chapter 11 plan or related disclosure statement that does not provide for payment in full of the DIP Obligations, unless agreed to by DIP Lender. A copy of the order is available at https://urlcurt.com/u?l=pPJlKZ from PacerMonitor.com. About Cottonwood Financial Cottonwood Financial Ltd. operates one of the largest privately held retail consumer finance companies in the United States. Through its Cash Store brand, the company offers customers an array of financial products and consumer-lending services, including single payment cash advances, installment cash advances and title loans. The company utilizes an innovative mix of financial technology (fintech) through its online customer portal and brick-and-mortar financial products and services through its 181 retail locations across Texas, Idaho and Wisconsin. Cottonwood Financial and four of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Texas Lead Case No. 24-80035) on Feb. 24, 2024. In the petition signed by its chief restructuring officer, Karen G. Nicolaou, Cottonwood Financial reported up to $50,000 in assets and $50 million to $100 million in liabilities. Judge Scott W. Everett presides over the cases. The Debtors tapped Gray Reed as bankruptcy counsel and HMP Advisory Holdings, LLC, doing business as Harney Partners, as financial advisor. CREDIT LENDING: John-Patrick Fritz Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 16 appointed John-Patrick Fritz as Subchapter V trustee for Credit Lending Services, Inc. Mr. Fritz will be paid an hourly fee of $695 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. The compensation for his trustee administrators (Jason Klassi, Linda Riess and Connie Ray) is $300 per hour. Mr. Fritz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: John-Patrick M. Fritz Levene, Neale, Bender, Yoo & Golubchik, L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Telephone: 310-229-1234 Facsimile: 310-229-1244 About Credit Lending Services Credit Lending Services, Inc. is a provider of auto loans in California specializing in the purchase and servicing of auto loans through its network of automobile dealers, who have non-prime customers purchasing new and used vehicles. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12182) on March 21, 2024, with $9,008,914 in assets and $10,521,125 in liabilities. Chad Spindler, shareholder, signed the petition. Judge Julia W. Brand presides over the case. Tamar Terzian, Esq., at Hanson Bridgett, LLP represents the Debtor as legal counsel. CURO GROUP: Court OKs $70MM DIP Loan from Alter Domus ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized CURO Group Holdings Corp., et al. to use cash collateral and obtain postpetition financing, on an interim basis. The Debtors are permitted to obtain a priming, senior secured, superpriority debtor-in-possession term loan facility in the aggregate principal amount (exclusive of capitalized fees) of $70 million under a Superpriority Senior Secured Debtor-In-Possession Credit Agreement, by and among the DIP Borrower, the Guarantors, and the DIP Secured Parties, consisting of a "new money" multidraw term loan facility in an aggregate principal amount of $70 million. Pursuant to the DIP Facility, (i) an initial draw amount of no more than $25 million will be made available to be drawn in a single drawing upon entry of the Interim DIP Order and satisfaction of the other applicable conditions to any Initial DIP Loans set forth in the DIP Credit Agreement, (ii) an amount of, together with the amount of the Initial Draw, no more than $50 million will be made available to be drawn in a single drawing upon entry of the Final DIP Order and satisfaction of the other applicable conditions to any Second Draw DIP Loans set forth in the DIP Credit Agreement and (iii) subject to the consent of the Required DIP Lenders, an additional amount of no more than $20 million may be drawn in up to two drawings, each of no more than $10 million, upon entry of the Final DIP Order and the satisfaction or waiver of the other applicable conditions to the Delayed Draw DIP Loans set forth in the DIP Credit Agreement, which will be funded by certain Prepetition Secured Parties or their affiliates, related funds or permitted assignees, in their capacities as postpetition financing lenders, pursuant to the terms and conditions set forth in (x) the DIP Credit Agreement, (y) the DIP Term Sheet and (z) all agreements, documents, and instruments delivered or executed in connection with the DIP Credit Agreement, in each case reasonably satisfactory in form and substance to the Debtors, Alter Domus (US) LLC, as administrative agent and collateral agent for the DIP Lenders, and Required Lenders. The Debtors are required to comply with these milestones: 1. No later than 1 business day after the Petition Date, the Debtors must have filed the Plan and Disclosure Statement; 2. No later than 3 business days after the Petition Date, the Bankruptcy Court must have entered the Interim DIP Order; 3. No later than 3 business days after the Petition Date, the Bankruptcy Court must have entered an interim order approving the Securitization Facilities Motion; 4. No later than 45 calendar days after the Petition Date, the Bankruptcy Court must have entered the Final DIP Order; 5. No later than 45 calendar days after the Petition Date the Court must have entered a final order approving the Securitization Facilities Motion; 6. No later than 50 calendar days after the Petition Date, the Bankruptcy Court must have entered an order confirming the Plan and approving the Disclosure Statement; and 7. No later than 120 calendar days after the Petition Date, the effective date of the Plan must have occurred. Unless converted to First-Out Takeback Term Loans -- or, with respect to undrawn Delayed Draw commitments, commitments to fund delayed-draw First-Out Takeback Term Loans -- pursuant to the Plan, all obligations under the DIP Loan Documents will be due and payable (and all commitments thereunder will terminate) in full in cash on the earliest of: (a) The date that is six months after the Petition Date; (b) 45 calendar days after the Petition Date if the Final DIP Order has not been entered by such date; (c) The date of acceleration of such obligations in accordance with the DIP Credit Agreement and the other DIP Loan Documents; (d) The effective date of any plan of reorganization or liquidation in the Chapter 11 Cases; (e) the date on which the sale of all or substantially all of the Debtors' assets is consummated; (f) the date on which termination of the RSA occurs; (g) The date the Bankruptcy Court converts any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code; (h) The date the Bankruptcy Court dismisses any of the Chapter 11 Cases; and (i) the date an order is entered in any Chapter 11 Case appointing a Chapter 11 trustee or examiner with enlarged powers. Under the Prepetition 1L Credit Agreement, dated May 15, 2023, among CURO Group Holdings Corp., the subsidiaries of CURO party thereto from time to time as guarantors, the lenders party thereto from time to time and Alter Domus (US) LLC, as administrative agent and collateral agent, certain of the Prepetition 1L Loan Parties borrowed loans thereunder in an initial aggregate principal amount of $165 million. As of the Petition Date, the Prepetition 1L Loan Parties were indebted the Prepetition 1L Secured Parties in the aggregate principal amount of not less than $177.667 million. Under the Indenture, dated May 15, 2023, by and among CURO, as issuer, the subsidiaries of the Prepetition 1.5L Notes Issuer party thereto from time to time as guarantors and U.S. Bank Trust Company, National Association, as indenture trustee and as collateral agent, the Prepetition 1.5L Notes Issuer issued 7.50% Senior Prepetition 1.5L Secured Notes due 2028 in an initial aggregate principal amount of $682.298 million. As of the Petition Date, the Prepetition 1.5L Notes Parties were indebted to the Prepetition 1.5L Secured Parties in the aggregate principal amount of not less than $682.298 million. Under the Indenture, dated July 30, 2021 by and among CURO, as issuer he subsidiaries of the Prepetition 2L Notes Issuer party thereto from time to time as guarantors and Argent Institutional Trust Company (f/k/a TMI Trust Company), as indenture trustee and as collateral agent, the Prepetition 2L Notes Issuer issued 7.500% Senior Secured Notes due 2028 in an initial aggregate principal amount of $1 million. As of the Petition Date, the Prepetition 2L Notes Parties were indebted to the Prepetition 2L Secured Parties pursuant to the Prepetition 2L Notes Documents in the aggregate principal amount of not less than $317.702 million. As adequate protection of their interests in the Prepetition Collateral in light of the incurrence of the DIP Facility, the imposition of the automatic stay, and the Debtors' use of the Prepetition Collateral, the Debtors and the DIP Lenders agree to the following forms of adequate protection to be granted to the holders of the Prepetition Secured Indebtedness: (a) valid, binding, enforceable and perfected replacement liens on and security interests in the DIP Collateral, which Adequate Protection Liens will be junior and subordinate only to (i) the CarveOut, (ii) the Securitization Liens, (iii) the DIP Liens, (iv) the Prepetition Priming Liens, (v) in the case of the Prepetition 1.5L Indebtedness and the Prepetition 2L Indebtedness, the Adequate Protection Liens in favor of holders of the Prepetition 1L Indebtedness, and (vi) in the case of the Prepetition 2L Indebtedness, the Adequate Protection Liens in favor of the holders of the Prepetition 1.5L Indebtedness; (b) superpriority administrative expense claims as provided by 11 U.S.C. section 507(b), which Adequate Protection Superpriority Claims will be junior only to (i) the Carve-Out, and the Administrative Charges (solely for the Canadian Debtors), (ii) the Superpriority Securitization Facilities Claims, (iii) the DIP Claims, (iv) in the case of the Prepetition 1.5L Indebtedness and the Prepetition 2L Indebtedness, the Adequate Protection Superpriority Claims in favor of the holders of the Prepetition 1L Indebtedness, and (v) in the case of the Prepetition 2L Indebtedness, the Adequate Protection Superpriority Claims in favor of the holders of the Prepetition 1.5L Indebtedness; (c) for the benefit of the holders of Prepetition 1L Indebtedness, payment in cash of all reasonable and documented out-of-pocket fees and expenses of Alter Domus (US) LLC, as administrative agent and collateral agent under the Prepetition 1L Credit Agreement, and the Ad Hoc Group, in each case that have accrued as of the Petition Date upon entry of the Interim DIP Order and, thereafter, within 10 calendar days of presentment of invoices; and (d) financial and other periodic reporting substantially in compliance with the Prepetition 1L Credit Agreement and as required under the DIP Credit Agreement. A final hearing on the matter is set for April 19, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=YQQM29 from PacerMonitor.com. About Curo Group Headquartered in Chicago, IL, Curo Group Holdings Corp. is a tech-enabled, omni-channel consumer finance company serving a full spectrum of non-prime, near-prime and prime consumers in portions of the U.S. and Canada. CURO was founded over 25 years ago to meet the growing needs of consumers looking for alternative access to credit. The Company continuously updates its products and technology platform to offer a variety of convenient, accessible financial and loan services. Curo Group reported a net loss of $185.48 million for the year ended Dec. 31, 2022. As of Dec. 31, 2022, the Company had $2.79 billion in total assets, $2.84 billion in total liabilities, and a total stockholders' deficit of $54.13 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90165) on March 25, 2024. In the petition signed by Douglas Clark, chief executive officer, the Debtor disclosed $1,777,476,000 in assets and $2,230,687,000 in liabilities. Judge Marvin Isgur oversees the case. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel, King & Spalding LLP as co-counsel, Cassels Brock & Blackwell LLP as Canadian legal counsel, and Epiq Corporate Restructuring, LLC as claims, noticing, and solicitation agent. FTI Consulting Canada Inc. is the Canadian court-appointed information officer. DARE BIOSCIENCE: Haskell & White Raises Going Concern Doubt ----------------------------------------------------------- Dare Bioscience, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Haskell & White LLP, the Company's auditor since 2023, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 28, 2024, Irvine, California-based Haskell & White, said, "The Company has recurring losses from operations, negative cash flow from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company has a history of losses from operations, expects negative cash flows from its operations to continue for the foreseeable future, and expects that its net losses will continue for at least the next several years as it develops and seeks to bring to market its existing product candidates and seeks to potentially acquire, license and develop additional product candidates. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. At December 31, 2023, the Company had an accumulated deficit of approximately $171.2 million, cash and cash equivalents of approximately $10.5 million, deferred grant funding liabilities under the Company's grant agreements related to DARE-LARC1 and DARE-LBT of approximately $13.7 million, and a working capital deficit of approximately $2.9 million. The Company's cash and cash equivalents at December 31, 2023 represented grant funds received under such grant agreements that may be applied solely toward direct costs for the development of DARE-LARC1 and DARE-LBT, other than approximately 10% of such funds, which may be applied toward general overhead and administration expenses that support the entire operations of the Company. For the year ended December 31, 2023, the Company incurred a net loss of $30.2 million and had negative cash flow from operations of approximately $38.9 million. Based on the Company's current operating plan estimates, the Company does not have sufficient cash to satisfy its working capital needs and other liquidity requirements over at least the next 12 months from the date of issuance of the accompanying financial statements. The Company will need to raise substantial additional capital to continue to fund its operations and to successfully execute its current strategy. There can be no assurance that capital will be available when needed or that, if available, it will be obtained on terms favorable to the Company and its stockholders. If the Company cannot raise capital when needed, on favorable terms or at all, the Company will not be able to continue development of its product candidates, will need to reevaluate its planned operations and may need to delay, scale back or eliminate some or all of its development programs, reduce expenses, file for bankruptcy, reorganize, merge with another entity, or cease operations. If the Company becomes unable to continue as a going concern, the Company may have to liquidate its assets, and might realize significantly less than the values at which they are carried on its consolidated financial statements, and stockholders may lose all or part of their investment in the Company's common stock. As of December 31, 2023, the Company had $21.3 million in total assets, $26.3 million in total liabilities, and $5 million in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/bdeccrv7 About Dare Bioscience Inc. San Diego, CA-based Dare Bioscience, Inc. is a biopharmaceutical company committed to advancing innovative products for women's health. The Company is driven by a mission to identify, develop and bring to market a diverse portfolio of differentiated therapies that prioritize women's health and well-being, expand treatment options, and improve outcomes, primarily in the areas of contraception, vaginal health, reproductive health, menopause, sexual health and fertility. DEPENDABLE LAWN: Wins Cash Collateral Access Thru April 17 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division authorized Dependable Lawn Care, LLC to use cash collateral on an interim basis in accordance with the budget, with a 5% variance, through the date of the continued hearing set for April 17, 2024 at 1:15 p.m. Newtek Small Business Finance, LLC is granted as adequate protection for any diminution in the value of its prepetition collateral and the proceeds thereof a valid, perfected and enforceable first priority security interest in and upon all of the categories and types of collateral in which it held a security interest and lien as of the Petition Date, including, without limitation, cash in the possession of the Debtor resulting from any operations on the Property or the landscaping business, and the proceeds thereof, which Replacement Liens will be in addition to the security interests of Newtek Small Business Finance, LLC in the Prepetition Collateral, and the proceeds thereof, and cash in the Debtor's possession, in the same order of priority as such security interests existed on the Petition Date. The Debtor is permitted to provide adequate protection to Newtek in the amount of $16,000 a month, retroactive to the beginning of the bankruptcy case, pursuant to Sections 363(c)(2)(A) and 363(e) of the Bankruptcy Code, pursuant to the terms and conditions set forth in the Interim Order, as provided in the Budget. This amount will be paid to Newtek by April 23, 2024. A copy of the order is available at https://urlcurt.com/u?l=owmkuO from PacerMonitor.com. About Dependable Lawn Care, Inc. Dependable Lawn Care, Inc. is primarily engaged in performing a variety of lawn and garden services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11667) on September 1, 2023. In the petition signed by Robert D. Walker, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Deborah L. Thorne oversees the case. Paul M. Bach, Esq., at Bach Law Offices, represents the Debtor as legal counsel. DIOCESE OF SACRAMENTO: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: The Roman Catholic Bishop of Sacramento Diocese of Sacramento 2110 Broadway Sacramento, CA 95818 Business Description: The Debtor is a Latin Church ecclesiastical territory, or diocese, of the Catholic Church in the northern California region of the United States. It is a suffragan diocese in the ecclesiastical province of the metropolitan Archdiocese of San Francisco. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Eastern District of California Case No.: 24-21326 Judge: Hon. Christopher M. Klein Debtor's Counsel: Paul J Pascuzzi, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY PASCUZZI & RIOS LLP 500 Capitol Mall Suite 2250 Sacramento, CA 95814 Tel: (916) 329-7400 E-mail: ppascuzzi@ffwplaw.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Most Reverend Jaime Soto, Bishop. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K4JZQHQ/The_Roman_Catholic_Bishop_of_Sacramento__caebke-24-21326__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. JCCP 5108 Plf. #75B Tort Unknown John Doe 1 Claimant c/o Joseph George, Jr. Law Corporation 601 University Ave Suite 270 Sacramento, CA 95825 Joseph George, Jr., Esq. Phone: (916) 641-7303 Email: jgeorgejr@psyclaw.com 2. JCCP 5108 Plf. #1020 Tort Unknown Joseph Doe S 501 Claimant c/o Joseph George, Jr. Law Corporation 601 University Ave Suite 270 Sacramento, CA 95825 Joseph George, Jr. Esq. Phone: (916) 641-7303 Email: jgeorgejr@psyclaw.com 3. JCCP 5108 Plf. #1034 Tort Unknown Joseph Doe S 513 Claimant c/o Joseph George, Jr. Law Corporation 601 University Ave Suite 270 Sacramento, CA 95825 Joseph George, Jr., Esq. Phone: (916) 641-7303 Email: jgeorgejr@psyclaw.com 4. JCCP 5108 Plf. #1038 Tort Unknown Joseph Doe S 517 Claimant c/o Joseph George, Jr. Law Corporation 601 University Ave Suite 270 Sacramento, CA 95825 Joseph George, Jr., Esq. Phone: (916) 641-7303 Email: jgeorgejr@psyclaw.com 5. JCCP 5108 Plf. #1040 Tort Unknown Joseph Doe S 518 Claimant c/o Joseph George, Jr. Law Corporation 601 University Ave Suite 270 Sacramento, CA 95825 Joseph George, Jr., Esq. Phone: (916) 641-7303 Email: jgeorgejr@psyclaw.com 6. JCCP 5108 Plf. #1049 Tort Unknown Jennifer Doe S 525 Claimant c/o Joseph George, Jr. Law Corporation 601 University Ave Suite 270 Sacramento, CA 95825 Joseph George, Jr., Esq. Phone: (916) 641-7303 Email: jgeorgejr@psyclaw.com 7. JCCP 5108 Plf. #1159 Tort Unknown John Doe SAC 1127 Claimant c/o Jeff Anderson & Associates, PA 12011 San Vincente Boulevard Suite 700 Los Angeles, CA 9004 Michael Reck, Esq. Phone: (310) 357-2425 Email: mreck@andersonadvocates.com 8. JCCP 5108 Plf. #1209 Tort Unknown Jane Doe SAC 2056 Claimant c/o Jeff Anderson & Associates, PA 12011 San Vincente Boulevard Suite 700 Los Angeles, CA 90049 Michael Reck, Esq. Phone: (310) 357-2425 Email: mreck@andersonadvocates.com 9. JCCP 5108 Plf. #1240 Tort Unknown John Doe SAC 2049 Claimant c/o Jeff Anderson & Associates, PA 12011 San Vincente Boulevard Suite 700 Los Angeles, CA 90049 Michael Reck, Esq. Phone: (310) 357-2425 Email: mreck@andersonadvocates.com 10. JCCP 5108 Plf. #1287 Tort Unknown Jane Doe SAC 1185 Claimant c/o Jeff Anderson & Associates, PA 12011 San Vincente Boulevard Suite 700 Los Angeles, CA 90049 Michael Reck, Esq. Phone: (310) 357-2425 Email: mreck@andersonadvocates.com 11. JCCP 5108 Plf. #1313 Tort Unknown Jane Doe SAC 1891 Claimant c/o Jeff Anderson & Associates, PA 12011 San Vincente Boulevard Suite 700 Los Angeles, CA 90049 Michael Reck, Esq. Phone: (310) 357-2425 Email: mreck@andersonadvocates.com 12. JCCP 5108 Plf. #863 Tort Unknown John Doe G.B.M. Claimant c/o Boucher LLP 21600 Oxnard Street Suite 600 Woodland Hills, CA 91367 Raymond Boucher, Esq. Phone: (818) 340-5400 Email: ray@boucher.la 13. JCCP 5108 Plf. #882 Tort Unknown Jane Doe M.A.G. Claimant c/o Boucher LLP 21600 Oxnard Street Suite 600 Woodland Hills, CA 91367 Raymond Boucher, Esq. Phone: (818) 340-5400 Email: ray@boucher.la 14. JCCP 5108 Plf. #1138 Tort Unknown John Doe J.B. Claimant c/o Boucher LLP 21600 Oxnard Street Suite 600 Woodland Hills, CA 91367 Raymond Boucher, Esq. Phone: (818) 340-5400 Email: ray@boucher.la 15. JCCP 5108 Plf. #231 Tort Unknown Jane S.-11 Doe Claimant c/o Manly, Stewart & Finaldi 19100 Von Karman Avenue Suite 800 Irvine, CA 92612 John C. Manly, Esq. Phone: (949) 252-9990 Email: jmanly@manlystewart.com 16. JCCP 5108 Plf. #220 Tort Unknown John S-12 Doe Claimant c/o Manly, Stewart & Finaldi 19100 Von Karman Avenue Suite 800 Irvine, CA 92612 John C. Manly, Esq. Phone: (949) 252-9990 Email: jmanly@manlystewart.com 17. JCCP 5108 Plf. #491 Tort Unknown John MF Roe SAC Claimant c/o Zalkin Law Firm, P.C. 10590 West Ocean Air Drive Suite 125 San Diego, CA 92130 Devin M. Storey, Esq. Phone: (858) 259-3011 Email: dms@zalkin.com 18. JCCP 5108 Plf. #371 Tort Unknown John TH Roe SAC Claimant c/o Zalkin Law Firm, P.C. 10590 West Ocean Air Drive Suite 125 San Diego, CA 92130 Devin M. Storey, Esq. Phone: (858) 259-3011 Email: dms@zalkin.com 19. JCCP 5108 Plf. #145 Tort Unknown John Doe DM Claimant c/o Mary Alexander & Associates, P.C. 44 Montgomery Street Suite 1303 San Francisco, CA 94104 Mary E. Alexander, Esq. Phone: (415) 433-4440 Email: malexander@maryalexanderlaw.com 20. JCCP 5108 Plf. #164 Tort Unknown John Doe L.L. Claimant c/o Mary Alexander & Associates, P.C. 44 Montgomery Street, Suite 1303 San Francisco, CA 94104 Mary E. Alexander, Esq. Phone: (415) 433-4440 Email: malexander@maryalexanderlaw.com DIOCESE OF SACRAMENTO: Files for Chapter 11 Amid Sex Abuse Suits ---------------------------------------------------------------- The head of the Roman Catholic Diocese of Sacramento filed for bankruptcy as it faces more than 250 lawsuits accusing its clergy and other employees of child sexual abuse. The Roman Catholic Bishop of Sacramento officially filed for Chapter 11 bankruptcy on April 1, 2024, for the reorganization of the Diocese of Sacramento's debts in U.S. Bankruptcy Court. Jaime Soto, Bishop of Sacramento, said in a statement that the diocese's filing comes as it faces more than 250 lawsuits alleging sexual abuse of minors by clergy and other employees reaching back to the 1950's. This wave of new claims followed a 2019 law allowing victim-survivors to file lawsuits regardless of when the abuse occurred. The likely cost of the lawsuits far outstrips the diocese's funds available for litigation or settlement. Bishop Soto described the bankruptcy filing as the best way left to him to provide some compensation to victim-survivors of abuse. "There are many victim-survivors who have long suffered from the reprehensible sins committed against them," Bishop Soto said. "This reorganization process will allow me to respond to them as equitably as possible." Under Chapter 11 of the Bankruptcy Code, a court will oversee the distribution of available assets to satisfy claims against the diocese. Victim-survivors of clergy sexual abuse will be represented in the court-supervised proceeding. A fund will be established to be distributed to victim-survivors as equitably as possible. Without this process, it is likely that diocesan funds would be exhausted by the first cases to proceed to trial, leaving nothing for the many other victim-survivors still waiting for their day in court. Bishop Soto emphasized again that blame for the diocese's current situation lies with those who committed sins against innocent victims and the failure of church leadership to appropriately address them. "It is the sickening sin of sexual abuse – and the failure of church leadership to address it appropriately -- that brought us to this place. I must atone for these sins." Bishop Soto said, "Join me in praying for the healing of victim-survivors. The pain inflicted on them lasts a lifetime, and so our atonement must be a lifetime commitment." The Diocese has created a page on its website with detailed information about the bankruptcy proceedings. This page will include past and future statements and releases by the diocese, a list of frequently asked questions, as well as links to court filings and documentation. The page can be found at: https://www.scd.org/chapter-11-bankruptcy About Diocese of Sacramento The Diocese of Sacramento is a Latin Church ecclesiastical territory or diocese of the Catholic Church in the northern California region of the United States. Facing hundreds of lawsuits after California paused for three years its statute of limitation on claims for child sexual abuse, the Roman Catholic Bishop of Sacramento filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 24-bk-21326) on April 1, 2024. In its petition, the Diocese listing estimated liabilities between $100 million and $500 million in its petition. It listed assets also between $100 million and $500 million. The Honorable Christopher M Klein is the case judge. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP and Sheppard, Mullin, Richter & Hampton LLP are the Debtor's attorneys. DMG SECURITY: Wins Cash Collateral Access Thru April 5 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized D.M.G. Security, Inc. to continue using cash collateral on an interim basis through April 5, 2024, consistent with the terms of the Interim Order Authorizing the Use of Cash Collateral dated February 15, 2024. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to make its payroll and other operational expenses. Prior to the Petition Date, the Debtor executed a Factoring and Security Agreement with United Capital that on its face states that certain receivables from Chicago Transit Authority, Skytech and Steiner Security were sold to United. To secure the Prepetition Obligations, the Prepetition Factoring Agreement grants United first priority security interests on the Debtor's "Accounts, Chattel Paper, Inventory, Equipment, Instruments, Investment Property, Documents, Letter of Credit Rights, Commercial Total Claims, and General Intangibles". Prior to the Petition Date, United filed a UCC-1 financing statement. A copy of the order is available at https://urlcurt.com/u?l=xOcGph from PacerMonitor.com. About D.M.G. Security, Inc. D.M.G. Security, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-15180) on November 10, 2023. In the petition signed by Debra M. German, president, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Donald R. Cassling oversees the case. William E. Jamison, Jr. Esq., at William E. Jamison & Associates, represents the Debtor as legal counsel. DODD DRILLING: Wins Cash Collateral Access Thru on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Gainsville Division, authorized Dodd Drilling, LLC to use cash collateral on a final basis, in accordance with the budget, with a 10% variance. As of the Petition Date, the Debtor was indebted and liable to JB&B for all of the obligations and indebtedness arising out of, pursuant to, and in accordance with, the terms of the loan documents evidencing the loan obligation from the Debtor to JB&B under the Equipment Finance Agreement dated December 23, 2021 as reflected in JB&B's Claim No. 4-1 filed on the claims register in the case. 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) As adequate protection, the Lenders are granted a post-petition lien in all assets and property of the Debtor, to the same extent and priority of the Pre-Petition Liens, subject only to the Permitted Liens, if any. The Replacement Lien will not be (i) subject or junior to any lien or security interest that is avoided and preserved for the benefit of the Debtor's estate under 11 U.S.C. Section 551; or (ii) subordinated to, or made pari passu with, any other lien or security interest, whether under 11 U.S.C. Section 364(d) or otherwise, except as expressly provided in the Final Order. As additional adequate protection for the Debtor's continued use of the collateral secured by the Debtor's obligations to JB&B as provided for in the JB&B Loan Documents, the Debtor will pay to JB&B its contractual monthly payments during the term of the Final Order. The following will constitute Termination Events: a) The Debtor sells any assets outside of the ordinary course of business without express permission from the Court; b) The Debtor fails to adequately secure and maintain the Debtor's assets; c) The Debtor successfully confirms a plan of reorganization or liquidation; d) The case is converted to chapter 7 or dismissed; e) The Debtor uses cash collateral for any Prohibited Expenses; f) A trustee or examiner is appointed in the case; g) The Debtor fails to comply with any provision of the Final Order; h) Any order is entered reversing, staying, or amending the Final Order; or i) The Debtor fails to timely cure any default. These events constitute Events of Default: a) The Debtor exceeds the Variance without the written consent of JB&B. In the event that JB&B does not consent, the Debtor will request an expedited hearing seeking Court approval of the payment of expenditures in excess of the Variance; and b) The Debtor fails to make any payment due to JB&B as required by the Order or any other of the Court. A copy of the order is available at https://urlcurt.com/u?l=MNR9Z4 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. Judge James R. Sacca oversees the case. Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., represents the Debtor as legal counsel. DUNWOODY LABS: Dunwoody Unsecureds Will Get 9.71% of Claims in Plan ------------------------------------------------------------------- Dunwoody Labs, Inc. and Gezim Agolli filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Joint Subchapter V Plan of Reorganization dated March 26, 2024. Agolli is an individual who owns 99% of the shares of stock in an to Dunwoody Labs and Dr. Cheryl Burdette owns 1%. Dunwoody Labs provides specialty lab testing for the diagnosis of disease, allergies, chronic and acute inflammation, etc. Dunwoody Labs operates its business out of leased premises having a local address of 9 Dunwoody Park Suite 121, Dunwoody, Georgia 30338. This Plan deal with all property of the Debtors and provides for treatment of all Claims against the Debtors and their respective properties. Class 6 shall consist of the General Unsecured Claim of BlueCross BlueSHield of Tennessee, Inc. ("BCBST"). BCBST and the Debtors have reached an agreement ("BCBST Settlement Agreement"), concerning the treatment of BCBST's claims in the Debtors' plans of reorganization, which, if confrirmed, would resolve the necessity for BCBST to bring nondischargeability actions against the Debtors. The material terms of the BCBST Settlement Agreement include but are not limited to the following: The Debtors shall pay by wire transfer to BCBST the total sum of $875,000.00 (the "Settlement Amount"), payable as follows: (i) $200,000 shall be paid to BCBST on the effective date of the Plan and (ii) $675,000 shall be paid by the Debtor to BCBST in 10 quarterly payments of $67,500.00 each, with payment beginning on the 90th day following the plan effective date and concluding on the 30th month following the plan effective date. Class 7 shall consist of the Unsecured Claims of Liberty Wellness Services, LLC, DC Medial Marketing, LLC and Danny Lipton (the "Lipton Parties"). Subject to Court approval, Debtors and the Lipton Parties agree to settle all claims between the Debtors and the Lipton Parties. The terms of the parties' settlement are contained in the Settlement Agreement. The material terms of the Settlement Agreement include: * The Lipton Parties shall have an allowed, general unsecured claim in the amount of $325,000.00 against the Debtors, jointly and severally, nondischargeable as to Debtors (the "Allowed Claim"), which shall be separately classified in any plan filed by Debtors are paid in full, without interest over 70 months in equal monthly installments; * Mutual releases between the Debtors and the Lipton Parties, as well as between the Lipton Parties and Debtor-related parties Donna B. Agolli and Precision Point Diagnostics, Inc; * Dismissal of the Adversary Proceeding; and * So long as the Allowed Claim is included in any plan filed by Debtors in accordance with the Settlement Agreement, then the Lipton Parties (i) agree not to file a written objection to or otherwise oppose the Debtors' plans and/or disclosure statement, and (ii) the Lipton Parties shall vote in favor of the Debtors' plans. Class 8 shall consist of General Unsecured Claims not otherwise treated herein. The Debtors believe but do not warrant that all known General Unsecured Claims as to Dunwoody Labs in the aggregate amount of approximately $1,360,004.38, and that all known General Unsecured Claims as to Agollin in the aggregate amount of approximately $942.897.15. As to Dunwoody Labs, if the Plan is confirmed under section 1191(a) of the Bankruptcy Code, Dunwoody Labs shall pay to the Class 8 General Unsecured Creditors holding Allowed Claims as to Dunwoody Labs, in full satisfaction of their respective Allowed Unsecured Claims against Dunwoody Labs, a pro rata share of $11,000.00, per calendar quarter, commencing on the 1st Business Day of the 1st month immediately following the effective date, and continuing on the 1st Business Day of each calendar quarter thereafter until Dunwoody Labs have made a total of 12 quarterly payments to Class 8 creditors, in full satisfaction of the Allowed Class 8 General Unsecured Claims as to Dunwoody Labs. Dunwoody Labs estimates but does not warrant that if the Plan is confirmd consesually under Section 1191(a), then Class 8 creditors holding Allowed General Unsecured Claims against Dunwoody Labs will receive Distributions totaling approximately 9.71% of their Allowed General Unsecured Claims. As to Agolli, if the Plan is confirmed under section 1191(a) of the Bankruptcy Code, Dunwoody Labs shall pay to the Class 8 General Unsecured Creditors holding Allowed Claims as to Agolli, in full satisfaction of their respective Allowed Unsecured Claims against Agolli, a pro rata share of $6,500.00, per calendar quarter, commencing on the 1st Business Day of the 1st month immediately following the effective date, and continuing on the 1st Business Dayof each calendar quarter thereafter until Agolli have made a total of 12 quarterly payments to Class 8 creditors, in full satisfaction of the Allowed Class 8 General Unsecured Claims as to Agolli. Agolli estimates but does not warrant that if the Plan is confirmd consesually under Section 1191(a), then Class 8 creditors holding Allowed General Unsecured Claims against Agolli will receive Distributions totaling approximately 8.27% of their Allowed General Unsecured Claims. Class 8 is impaired. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, Class 8 shall be trrated the same as if the Plan was confirmed under Section 1191(a) of the Bankruptcy Code. The source of funds for the payments pursuant to the Plan is the future income of the Debtors from normal business operations. A full-text copy of the Joint Plan dated March 26, 2024 is available at https://urlcurt.com/u?l=1w2WCL from PacerMonitor.com at no charge. Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. Building 24, Suite 350 1640 Powers Ferry Road Marietta, GA 30067 Tel: (770) 984-2255 Fax: (678) 623-5109 Email: paul.marr@marrlegal.com About Dunwoody Labs Dunwoody Labs, Inc., doing business as Precision Point Diagnostics, is a medical laboratory in Dunwood, Ga. Dunwoody Labs and its chief executive officer, Gezim Agolli, filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 22-53775) on May 17, 2022. Dunwoody Labs listed up to $10 million in both assets and liabilities at the time of the filing. Cameron M. McCord serves as Subchapter V trustee. The Hon. Jeffery W. Cavender is the case judge. The Debtors tapped Paul Reece Marr, Esq., at Paul Reece Marr, PC as bankruptcy counsel; MendenFreiman, LLP as special tax counsel; and Morris, Manning & Martin, LLP as special litigation counsel. DURECT CORP: Ernst & Young Raises Going Concern Doubt ----------------------------------------------------- DURECT Corporation disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Ernst & Young LLP, the Company's auditor since 1998, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 28, 2024, San Francisco, California-based Ernst & Young LLP, said, "The Company has an accumulated deficit as well as negative cash flows from operating activities and has stated that substantial doubt exists about the Company's ability to continue as a going concern." As of December 31, 2023, the Company had an accumulated deficit of $589.0 million as well as negative cash flows from operating activities. The Company's net losses were $27.6 million and $35.3 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had $45.2 million in total assets, $30.4 million in total liabilities, and $14.8 million in stockholders' equity. Presently, the Company does not have sufficient cash resources to meet its plans for the next 12 months. The Company will continue to require substantial funds to continue research and development, including clinical trials of its product candidates. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year from the issuance of its financial statements. Management's plans in order to meet its operating cash flow requirements include seeking additional collaborative agreements for certain of its programs as well as financing activities such as public offerings and private placements of its common stock, preferred stock offerings, issuances of debt and convertible debt instruments. There are no assurances that such additional funding will be obtained and that the Company will succeed in its future operations. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. The Company classified the remaining balance of its term loan as a current liability on the Company's balance sheet as of December 31, 2023 due to the timing of repayment obligations and due to recurring losses, liquidity concerns and a subjective acceleration clause in the Company's Loan Agreement. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/2dm2swsw About Durect Corp Cupertino, CA-based DURECT Corporation is a biopharmaceutical company committed to transforming the treatment of acute organ injury and chronic liver diseases by advancing novel and potentially lifesaving therapies based on its endogenous epigenetic regulator program. Larsucosterol, the Company's lead drug candidate, binds to and inhibits the activity of DNA methyltransferases ("DNMTs"), epigenetic enzymes which are elevated and associated with hypermethylation found in alcohol-associated hepatitis ("AH") patients. EAGLE LEDGE: Court OKs Cash Collateral Access Thru Oct 31 --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California, Modesto Division, authorized Eagle Ledge Foundation, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance through October 31, 2024. As previously reported by the Troubled Company Reporter, prior to the Petition Date, the Debtor entered into Certificates of Participation Standby Holder Representative and Security Agreement with certificate holders and C3 Servants, LLC, a Florida limited liability company. Pursuant to the Holder Representative Agreement, ELF agreed to pledge a security interest in all mortgage loans and proceeds therefrom held by ELF to the Collateral Agent for the benefit of the Certificate Holders. C3 Servants did not file a UCC-1 financing statement but has possession of the original notes and mortgages comprising the Debtor's loan portfolio. No other creditors have filed a UCC-1 financing statement against the Debtor. The Debtor's loan portfolio is serviced by TMI Trust Company. Prior to the Petition Date, the Debtor entered a number of agreements with TMI, including a loan servicing agreement and paying agent and registrar agreements. As of the Petition Date, the Debtor was current on its obligations to TMI, and TMI was not a creditor of the estate by virtue of services provided as loan servicing agent, escrow agent, and paying agent. Currently, the Debtor has five active loans, and the total outstanding balance owed by the borrowers is $719,394 in the aggregate. TMI receives and processes the loan payments from the borrowers and deducts their servicing fees and other expenses from the amounts received. As of the Petition Date, TMI was holding cash and equivalents of $82,474. TMI provides the Debtor with monthly accounting reports by the tenth business day of each month. TMI also manages the Debtor's church bond portfolio, which had a value of $568,318 as of the Petition Date. These bonds are only purchased at the express direction of the Debtor, and the Debtor is not actively purchasing and does not intend to purchase additional bonds. The monies, which may include cash collateral (no determination having been made whether such monies are cash collateral), that the Debtor in Possession is authorized to use are the monies in its operating accounts which the Debtor in Possession states total approximately $520,000. As adequate protection, each creditor is given a replacement lien on all post-petition assets of the Bankruptcy state in such amount necessary to compensate for the diminution of the creditor's secured claim, computed prior to the use of cash collateral, due to a reduction in the collateral security such claim. The replacement liens are deemed perfected by the Court's order and no further recording or documentation of the lien is required. A further hearing on the matter is scheduled for April 11, 2024 at 10:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=CIZCPw from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $10,749 for April 2024; $40,498 for May 2024; $12,2989 for June 2024; $10,749 for July 2024; $10,499 for August 2024; About Eagle Ledge Foundation, Inc. Formed in 2009, Eagle Ledge Foundation, Inc. is a California not-for-profit religious corporation. ELF launched a loan fund focused on serving the small local church, which often lacked financing options with commercial lenders. ELF issued bond certificates to individuals who made, either directly or through their retirement accounts, contributions to ELF. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-90160) on May 18, 2022. In the petition signed by Chester L. Reid, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Ronald H. Sargis oversees the case. Lubin Olson & Niewiadomski LLP and Bush Ross, P.A. represent the Debtor as counsel. EBIX INC: Files Liquidating Plan Amid Sales Process --------------------------------------------------- Ebix, Inc., et al., submitted Joint Chapter 11 Plan and a Disclosure Statement. Immediately prior to the filing of the chapter 11 cases, the Debtors finalized the terms of the RSA with the Prepetition Secured Parties, by which the Debtors agreed to pursue a sale of some or all of their assets, sufficient to repay the Prepetition Secured Parties in full. Pursuant to these obligations under the RSA, the Debtors sought and obtained Court approval of the L&A Sale, which sale is expected to close on or around early April 2024. The L&A Sale is expected to provide a significant paydown of the facility created under the Prepetition Credit Documents (the "Prepetition Credit Facility"). On March 11, 2024, the Debtors subsequently filed the motion seeking approval of the Non-L&A Bid Procedures to establish bid procedures to solicit interest in one or more of the following transactions: (i) the sale of the remaining North American Assets and/or the Debtors' equity in the non-Debtor foreign subsidiaries, and (ii) the solicitation of offers from interested parties to effectuate a plan of reorganization, which may include any or a combination of: (a) a refinancing of the debt under the Prepetition Credit Facility, (b) a tender offer for the debt under the Prepetition Credit Facility, and/or (c) equity rights offering. Pursuant to the proposed Non-L&A Bid Procedures, qualified bids are due May 1, 2024, at 4:00 p.m. If multiple qualified bids are received, the Debtors may hold an Auction, which will occur on May 8, 2024. The Disclosure Statement shall be supplemented after the results of the Auction unless it identifies a suitable Reorganization Transaction at an earlier date, at which point the Disclosure Statement will be supplemented. In February 2023, the Company and Jefferies launched a sale process for a portion of the Company's assets, which received significant interest from both strategic and institutional buyers. This process was pursued in parallel with the EbixCash IPO process, with a focus on the Company's North American Life & Annuities assets (the "L&A Assets") segment during the summer of 2023 and expanding more broadly prior to the Petition Date. During the second forbearance period with the Prepetition Lenders, the Debtors finalized the terms of the RSA, and ultimately entered into the RSA on December 17, 2023. Pursuant to the RSA, the Debtors agreed to pursue a sale of some or all of their assets, sufficient to repay the Prepetition Lenders in full (the "Sale Transaction(s)"). In addition the Debtors agreed to certain milestones (the "Milestones") for these chapter 11 cases, which were mirrored in the DIP Facility. In exchange for these Milestones, the DIP Secured Parties agreed to support the Debtors in pursuing the Sale Transaction(s) and the DIP Secured Parties agreed to forbear from exercising remedies against the Debtors' subsidiaries, Ebix Singapore Pte Ltd and Ebix International Holdings Limited, who are guarantors on the Prepetition Credit Facility but not Debtors in these cases. Following the Petition Date, on December 18, 2023, the Debtors filed the Debtors' Emergency Motion for Entry of an Order (I)(A) Approving Bid Procedures; (B) Approving the Debtors Entry into the Stalking Horse APA and Approving Bid Protections; (C) Scheduling Auction and Sale Hearing; (D) Approving the Form and Manner of Notices Relating to the Sale Transaction; (E) Approving Assumption and Assignment Procedures; (II) Authorizing the Sale Transaction and (III) Granting Related Relief (the "L&A Bid Procedures Motion"). Pursuant to the L&A Bid Procedures Motion, the Debtors sought approval of an auction and sale process in regard to the L&A Assets, including key deadlines and bid protections, and the entry by the Debtors into the L&A APA with the Stalking Horse Purchaser. On January 18, 2024, the Court entered the Order (I)(A) Approving Bid Procedures; (B) Approving the Debtors Entry into the Stalking Horse APA and Approving Bid Protections; (C) Scheduling Auction and Sale Hearing; (D) Approving the Form and Manner of Notices Relating to the Sale Transaction; (E) Approving Assumption and Assignment Procedures; (II) Authorizing the Sale Transaction and (III) Granting Related Relief (the "L&A Bid Procedures Order"). On January 26, 2024, the Debtors filed the Notice of Sale Transaction Milestones, which provided that the Debtors would pursue the sale of the L&A Assets under "Timeline A". On January 10, 2024, the Debtors filed the Notice of Cancellation of Auction and Designation of Successful Bidder, which cancelled the Auction for the L&A Assets and designated the Stalking Horse Purchaser as the successful bidder for the L&A Assets (the "Successful Bidder"). On February 15, 2024, the Court held a hearing on the sale to the Stalking Horse Purchaser at which the Court approved the sale. On February 16, 2024, the Court entered the Order (I) Authorizing the Sale of the Debtors' Assets; (II) Authorizing Assumption and Assignment of Certain Executory Contracts and Unexpired Leases Related Thereto; and (III) Granting Related Relief (the "L&A Sale Order"). In accordance with the terms of the Sale Order, the DIP Documents, and other governing documents, upon closing of the sale of any Non-L&A Assets, the Debtors shall pay the net proceeds of any such sale to the Prepetition Agent to effectuate a partial repayment of the Prepetition Secured Claims to be applied in accordance with the terms of the Prepetition Credit Agreement. As more fully described in the Non-L&A Bid Procedures Motion, the Debtors are continuing to canvas the market for potential transactions to maximize the value of these estates, including: (i) a potential sale of the NA Assets, including the health exchange, the health and content wellness business, and the risk compliance solutions business; (ii) the sale of the Debtors' equity interests in the non-Debtor foreign subsidiaries (the "Equity"); and/or (iii) the right to sponsor a plan of reorganization for the Debtors (each of (i) and (ii), a "Sale Transaction"). At the same time, the Debtors will continue to solicit offers from interest parties to effectuate the Plan, why may include any combination of the following (collectively, the "Reorganization Transactions," and together with the Sale Transactions, the "Transactions"): (i) a refinancing of the debt under the Prepetition Credit Facility (the "Refinancing") (ii) a tender offer for the debt under the Prepetition Credit Facility (the "Tender Offer"), and/or (iii) an equity financing, including, without limitation an equity rights offering (the "Equity Financing"). To the extent any Non-L&A Net Sale Proceeds are received by the Debtors' Estates, such Non-L&A Net Sale Proceeds shall be used for distribution in accordance with the Plan. Pursuant to the Non-L&A Bid Procedures, the Debtors will designate the highest or otherwise best bid(s) for any Non-L&A Sale Transaction and/or Reorganization Transaction as well as the bidder submitting the successful bid and the next-highest bid. Furthermore, the Debtors may enter into an agreement with a stalking horse bidder. In their discretion, the Debtors may sell the NA Assets to the successful bidder, stalking horse, or otherwise to the back-up Bidder in accordance with the Non-L&A Sale Order and Transaction Documents. Under the Plan, Class 4 consists of consists of General Unsecured Claims. Each such Holder thereof shall receive such Holder's Pro Rata share of the Available Cash remaining after Holders of Prepetition Secured Claims have been paid in full. Holders of an Allowed General Unsecured Claim that are not paid in full from Available Cash shall receive a Pro Rata share of the Litigation Trust Interests to the extent of such unpaid Claim. Class 4 is Impaired under the Plan. On the Effective Date, the Debtors shall be deemed to transfer to the Litigation Trust all of their rights, title and interest in and to all of the Litigation Trust Causes of Action free and clear of all Liens, charges, Claims, encumbrances, and interests, in accordance with section 1141 of the Bankruptcy Code. The Litigation Trust Agreement shall be executed, and the Debtors shall take all steps necessary to establish the Litigation Trust in accordance with the Plan and the RSA and the beneficial interests therein, to the extent applicable. In the event of any conflict between the terms of the Plan and the terms of the Litigation Trust Agreement, the terms of the Plan shall govern. Except as otherwise provided in the Plan or the Confirmation Order, the Debtors or Litigation Trustee, as applicable, shall fund Plan Distributions with (i) Available Cash; and (ii) the Litigation Trust Proceeds. Counsel for the Debtors: Thomas R. Califano, Esq. Rakhee V. Patel, Esq. SIDLEY AUSTIN LLP Jeri Leigh Miller (24102176) 2021 McKinney Avenue, Suite 2000 Dallas, TX 75201 Tel: (214) 981-3300 Fax: (214) 981-3400 E-mail: tom.califano@sidley.com rpatel@sidley.com jeri.miller@sidley.com -and- Andres Barajas, Esq. Weiru Fang, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 E-mail: andres.barajas@sidley.com weiru.fang@sidley.com A copy of the Disclosure Statement dated Mar. 23, 2024, is available at https://tinyurl.ph/zxdHJ from PacerMonitor.com. About Ebix, Inc. Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta, Ga., and it supplies software and electronic commerce solutions to the insurance industry. With approximately 200 offices across six continents, Ebix, (NASDAQ: EBIX) endeavors to provide on-demand infrastructure exchanges to the insurance, financial services, travel and healthcare industries. Ebix and its affiliates filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 23-80004) on Dec. 17, 2023. At the time of the filing, Ebix reported between $500 million and $1 billion in both assets and liabilities. Judge Scott W. Everett oversees the cases. The Debtors tapped Sidley Austin, LLP as bankruptcy counsel; O'Melveny and Myers, LLP as special counsel; AlixPartners, LLP as financial advisor; and Jefferies, LLC as investment banker. Omni Agent Solutions, Inc. is the claims agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by McDermott Will & Emery, LLP. EBIX INC: Targets June 25 Confirmation Hearing on Plan ------------------------------------------------------ Ebix, Inc., et al., submitted a motion for entry of an order approving the adequacy of the Disclosure Statement and granting related relief. The Debtors have filed their the Plan and Disclosure Statement. The Debtors, in consultation with their advisors, have determined that a bifurcated approach is the best path forward for the Debtors and their estates. Pursuant to the Plan, the Debtors will pursue: (i) the distribution of proceeds from any consummated sales of the NA Assets, which may include a sale of one or more of the health insurance exchange business, the health and content wellness business, and the risk compliance solutions business; (ii) the effectuation of the Equity Sale, if any (each of (i) and (ii), a "Sale Transaction"); and/or (iii) to the extent applicable, the implementation of a plan of reorganization, which may include any combination of the following (each, a "Reorganization Transaction"): (i) a refinancing of the debt under the Prepetition Credit Facility; (ii) a tender offer for the debt under the Prepetition Credit Facility; and/or (iii) an equity financing, including, without limitation an equity rights offering. The Debtors propose to establish the following dates and deadlines, subject to modification as necessary (the "Confirmation Timeline"): Voting Record Date will be on May 10, 2024. Service of Confirmation Hearing Notice will be on May 15, 2024. Solicitation Deadline will be on May 15, 2024. Publication Deadline will be on May 15, 2024. Cure Notice Deadline will be on May 22, 2024. Plan Supplement Filing Deadline will be on June 11, 2024. Voting Deadline will be on June 18, 2024 at 4:00 p.m. CT. Opt-Out Deadline will be on June 18, 2024 at 4:00 p.m. CT. Plan Objection Deadline & Cure Notice Deadline will be on June 18, 2024 at 4:00 p.m. CT. Confirmation Materials Deadline will be on June 24, 2024. Confirmation Hearing will be on June 25, 2024 at 9:30 a.m. CT. The Disclosure Statement provides "adequate information" to allow Holders of Claims to make informed decisions about whether to vote to accept or reject the Plan, if any such holders were entitled to vote. Attorneys for the Debtors: Thomas R. Califano, Esq. Rakhee V. Patel, Esq. Jeri Leigh Miller, Esq. SIDLEY AUSTIN LLP 2021 McKinney Avenue, Suite 2000 Dallas, TX 75201 Tel: (214) 981-3300 Fax: (214) 981-3400 E-mail: tom.califano@sidley.com rpatel@sidley.com jeri.miller@sidley.com - and - Andres Barajas, Esq. Weiru Fang, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 E-mail: andres.barajas@sidley.com weiru.fang@sidley.com About Ebix, Inc. Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta, Ga., and it supplies software and electronic commerce solutions to the insurance industry. With approximately 200 offices across six continents, Ebix, (NASDAQ: EBIX) endeavors to provide on-demand infrastructure exchanges to the insurance, financial services, travel and healthcare industries. Ebix and its affiliates filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 23-80004) on Dec. 17, 2023. At the time of the filing, Ebix reported between $500 million and $1 billion in both assets and liabilities. Judge Scott W. Everett oversees the cases. The Debtors tapped Sidley Austin, LLP as bankruptcy counsel; O'Melveny and Myers, LLP as special counsel; AlixPartners, LLP as financial advisor; and Jefferies, LLC as investment banker. Omni Agent Solutions, Inc. is the claims agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by McDermott Will & Emery, LLP. EIGER BIOPHARMACEUTICALS: Case Summary & 30 Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Eiger BioPharmaceuticals, Inc. 2155 Park Boulevard Palo Alto, California 94306 Business Description: Eiger BioPharmaceuticals, Inc. is a commercial-stage biopharmaceutical company focused on the development of innovative therapies for hepatitis delta virus (HDV) and other serious diseases. All of the Company's rare disease programs in its portfolio have FDA Breakthrough Therapy designation. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Northern District of Texas Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Eiger BioPharmaceuticals, Inc. (Lead Case) 24-80040 EBPI Merger Inc. 24-80041 EB Pharma LLC 24-80042 Eiger BioPharmaceuticals Europe Limited 24-80043 EigerBio Europe Limited 24-80044 Debtors' General Bankruptcy Counsel: Thomas R. Califano, Esq. William E. Curtin, Esq. Anne G. Wallice, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Email: tom.califano@sidley.com wcurtin@sidley.com anne.wallice@sidley.com - and - Charles M. Persons, Esq. SIDLEY AUSTIN LLP 2021 McKinney Avenue, Suite 2000 Dallas, Texas 75201 Tel: (214) 981-3300 Fax: (214) 981-3400 Email: cpersons@sidley.com Debtors' Financial Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Investment Banker: SSG ADVISORS, LLC Debtors' Claims & Noticing Agent & Administrative Advisor: KURTZMAN CARSON CONSULTANTS LLC Total Assets as of Dec. 31, 2023: $38,826,000 Total Debts as of Dec. 31, 2023: $53,139,000 The petitions were signed by David Apelian as chief executive officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/S6JWMPY/Eiger_BioPharmaceuticals_Inc__txnbke-24-80040__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Merck Sharp & Dohme LLC Trade Payables $1,000,000 126 East Lincoln Avenue Rahway, NJ 07065 United States Attn: Robert M. Davis Title: Chairman and Chief Executive Officer Phone: 908-740-4000 2. IQVIA Biotech LLC Trade Payables $416,879 1700 Perimeter Park Dr Morrisville, NC 02760 United States Attn: Mary Fisher Title: Senior Billing Specialist, Finance Department Phone: (919) 972-2289 Email: mfisher@iqvia.com 3. SATT Conectus Alsace SAS Trade Payables $331,733 5 Rue Schiller Strasbourg Bas-Rhin, 67000 France Attn: Marc Gillmann Title: Chairman and Chief Executive Officer Phone: +33 (0) 3 68 41 12 60 Email: marc.gillmann@conectus.fr 4. RRD International, LLC Trade Payables $271,725 7361 Calhoun Place, Suite 510 Rockville, MD 20855 United States Attn: Scott Tarrant Title: Chief Executive Officer Phone: (301) 762-6100 Email: starrant@rrdintl.com 5. Real Staffing Group Trade Payables $159,452 C/O Specialist Staffing Solutions, Inc. 909 Fannin Street Suite P 350 Houston, TX 77010 United States Attn: Andrew Beach Title: Chief Financial Officer Email: A.beach@sthree.com 6. Patheon Inc. Trade Payables $150,291 168 Third Avenue Waltham, MA 02451 United States Attn: Marc N. Casper Title: Chairman, President and Chief Executive Officer Phone: (781) 622-1000 Email: marc.casper@thermofisher.com 7. Biorasi LLC Trade Payables $134,145 18851 NE 29th Ave Suite 800 Miami, FL 33180 United States Attn: Chris O'Brien Title: Chief Executive Officer Phone: (786) 388-0700 Email: cobrien@biorasi.com 8. Connor Group Global Services LLC Trade Payables $132,510 3979 Freedom Circle Suite 700 Santa Clara, CA 95054 United States Attn: Jeff Pickett Title: Founder and Chair Phone: (650) 300-5101 Email: jeff@connorgp.com 9. Sharp Packaging Services LLC Trade Payables $105,000 7451 Keebler Way Allentown, PA 18106 United States Attn: Kevin Orfan Title: Chief Executive Officer Phone: (610) 395-5800 Email: whitney.beatty@sharpclinical.com 10. Patheon Manufacturing Trade Payables $94,884 Services LLC 5900 Martin Luther King Jr Hwy. Greenville, NC 27834 United States Attn: Marc N. Casper Title: Chairman, President and Chief Executive Officer Phone: (781) 622-1000 Email: marc.casper@thermofisher.com 11. Trustees of the University Trade Payables $94,677 of Pennsylvania C/O Penn Center For Innovation Office of the University Secretary 1 College Hall, Room 211 Philadelphia, PA 19104-6303 United States Attn: Ramanan Raghavendran Title: Chair Phone: (215) 898-7005 Email: ofcsec@pobox.upenn.edu 12. Yuki Gosei Kogyo Co Ltd Trade Payables $81,250 10-4, Nihonbashi-Ningyocho 3-Chome Chuo-Ku Tokyo, 103-0013 Japan Attn: Seiichiro Matsumoto Title: President/CEO/Executive Officer Phone: (212) 318-2000 Email: Y-hiraoka@yuki-gosei.co.jp 13. ICON Clinical Research Limited Trade Payables $76,286 South County Business Park Leopardstown Dublin 18, Ireland Attn: Kyle McAllister Title: Executive Director, Business Development Phone: (402) 875-0211 Email: Kyle.McAllister@iconplc.com 14. Bachem Trade Payables $60,000 Bachem Americas, Inc 1271 Avenida Chelsea Vista, CA 92081 United States Attn: Lara Hurant Title: Project Manager Phone: (888) 422-2436 Email: lara.hurant@bachem.com 15. Fisher Clinical Services, Inc. Trade Payables $59,454 13741 Collections Center Drive Chicago, IL 60693 United States Attn: Marc N. Casper Title: Chairman, President and Chief Executive Officer Phone: (781) 622-1000 Email: marc.casper@thermofisher.com 16. Kilpatrick Townsend and Trade Payables $58,126 Stockton LLP 1100 Peachtree Street NE Suite 2800 Atlanta, GA 30309 United States Attn: J. Henry Walker IV Title: Chair and Chief Executive Officer Phone: (404) 815-6050 Email: hwalker@ktslaw.com 17. IQVIA Inc. Trade Payables $55,612 1700 Perimeter Park Dr Morrisville, NC 02760 United States Attn: Debora Mesquita Title: Associate Clinical Project Management Director Phone: +55 16 3306 7351 Email: debora.mesquita@iqvia.com 18. Frontage Laboratories, Inc. Trade Payables $52,865 700 Pennsylvania Drive Exton, PA 19341 United States Attn: Dr. Abdul Mutlib Title: Chief Executive Officer Phone: (610) 232-0100 Email: AccountsReceivable@frontagelab.com 19. CPA Global Limited Trade Payables $48,251 2318 Mill Road, 12th Floor Alexandria, VA 22314 United States Attn: Jerre Stead Title: Executive Chairman and Chief Executive Officer Phone: (703) 739-2234 20. Fisher BioServices, Inc. Trade Payables $39,479 14665 Rothgeb Drive Rockville, MD 20850 United States Attn: Marc N. Casper Title: Chief Executive Officer Phone: (301) 315-8460 Email: paul.abel@thermofisher.com 21. Eurofins Lancaster Trade Payables $38,795 Laboratories, Inc. 2425 New Holland Pike Lancaster, PA 17601 United States Attn: Dr. Gilles G. Martin Title: Chairman of the Board and Chief Executive Officer Phone: (717) 656-2300 Email: KatelynMartin@eurofinsUS.com 22. Intsel Chimos Trade Payables $38,295 1 Rue Royale- Batiment D Saint-Cloud, 92210 France Attn: Corinne Truffault Title: Chief Executive Officer Phone: +33 1 49 11 66 80 Email: corinne@intselchimos.com 23. Richard Franco Trade Payables $30,745 C/O TRG Communications LLC Address On File Attn: Richard Franco Title: Consultant Phone: (919) 606-2908 Email: richfranco34@gmail.com 24. Addison Whitney Trade Payables $28,951 11525 N Community House Rd Ste 400 Charlotte, NC 28277 United States Attn: Natasha Kempf Title: Director of Finance Phone: (704) 697-4020 Email: nkempf@addisonwhitney.com 25. Oracle America Inc. Trade Payables $28,638 2300 Oracle Way Austin, TX 78741 United States Attn: Safra A. Catz Title: Chief Executive Officer Phone: (737) 867-1000 Email: safra.catz@oracle.com 26. Partners4access B.V. Trade Payables $23,375 Boslaan 18 Hilversum 1217 CV, Netherlands Attn: Sophie Schmitz Title: Managing Partner Phone: 31 6 55 88 71 96 27. Broadridge ICS Trade Payables $21,562 5 Dakota Drive, Suite 300 Lake Success, NY 11042 United States Attn: Tim Gokey Title: Chief Executive Officer Phone: (800) 353-0103 Email: remittance@broadridge.com 28. Integrichain, Inc. Trade Payables $18,120 8 Penn Center, 3rd Flr. 1628 JFK Blvd. Philadelphia, PA 19103 United States Attn: Josh Halpern Title: Co-Founder and Chief Executive Officer Phone: (609) 806-5005 Email: jhalpern@integrichain.com 29. Clinigen Inc. Trade Payables $16,991 Idis House Churchfield Road Weybridge Surrey, KT46 8DB United Kingdom Attn: Jerome Charton Title: Chief Executive Officer Phone: +44 (0) 1932 824000 30. Accenture LLP Trade Payables $16,446 500 W Madison St Chicago, IL 60661-2592 United States Attn: Julie Sweet Title: Chief Executive Officer Phone: (312) 693-0161 Email: karla.e.falco@accenture.com EIGER BIOPHARMACEUTICALS: Files for Chapter 11 to Pursue Sale ------------------------------------------------------------- Eiger BioPharmaceuticals, Inc. (Nasdaq:EIGR) on April 1, 2024, announced that it and its direct subsidiaries have filed voluntary petitions for chapter 11 protection under the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas. The company also announced in its statement a "stalking horse" agreement for the sale of Zokinvy(R) (lonafarnib) to Sentynl Therapeutics, Inc., a biopharmaceutical company focused on rare diseases. Under the terms of the "stalking horse" agreement, subject to court approval, Sentynl Therapeutics will pay up to $26.0 million, subject to certain purchase price adjustments, including per diem reductions if the sale closes after April 24, 2024, for the acquisition of Zokinvy(R). In accordance with Section 363 of the Bankruptcy Code, other potential bidders can submit competing bids for the company's assets through a court-supervised process. Eiger filed customary "first day" motions with the court requesting relief designed to enable Eiger to transition into chapter 11 and uphold its commitments to stakeholders during the process without material disruption to its ordinary course of operations. The company intends to sell substantially all of its assets during the bankruptcy case and to facilitate an orderly wind down of its operations. According to an SEC filing, the Company has engaged SSG Capital Advisors, LLC to advise on its strategic options, including a potential sale of all or some of the Company's assets in connection with the Bankruptcy Petitions. Any of those sales would be subject to review and approval by the Bankruptcy Court and compliance with court-approved bidding procedures. The Company cannot be certain that the Company's security holders will receive any payment or other distribution on account of their shares following such sales. Court filings and other information regarding the chapter 11 case are available via Kurtzman Carson Consultants LLC, a third-party bankruptcy claims and noticing agent, at: www.kccllc.net/Eiger. Inquiries regarding the case can be submitted via http://www.kccllc.net/Eiger/inquiryor by phone at (888) 733-1544 (U.S./Canada) or (310) 751-2638 (International). Asset Purchase Agreement On March 31, 2024, the Company entered into a "stalking horse" asset purchase agreement (the "Asset Purchase Agreement") with Sentynl Therapeutics, Inc. (the "Purchaser"), pursuant to which the Purchaser has agreed to acquire substantially all of the rights of the Company to its Zokinvy program, including the Company's in-license from Merck Sharp & Dohme Corp. (successor-in-interest of Schering Corporation) (the "Transferred Assets"). The acquisition of the Transferred Assets by the Purchaser pursuant to the Asset Purchase Agreement is subject to approval of the Bankruptcy Court and one or more auctions, if necessary, to solicit higher or otherwise better bids. On April 1, 2024, the Debtors filed a motion (the "Bidding Procedures Motion") seeking approval of, among other things, certain bidding procedures (the "Bidding Procedures"), which will establish procedures for the selection of the highest or otherwise best bids for the sale of the Transfer Assets and other assets. Other interested bidders would be permitted to participate in the auction if they submit qualifying bids that are higher or otherwise better than the Asset Purchase Agreement. The Asset Purchase Agreement acts as a baseline for competitive bids for the acquisition of the Transferred Assets. The Bidding Procedures Motion additionally seeks the Bankruptcy Court's approval of the Asset Purchase Agreement and designation of the Purchaser as the "stalking horse" bidder for the Transferred Assets. Under the Asset Purchase Agreement, the Purchaser has agreed, subject to the Bankruptcy Court's approval and absent any higher or otherwise better bid, to acquire the Transferred Assets from the Debtors for $26 million, subject to certain adjustments, including per diem reductions if the sale closes after April 24, 2024, in accordance with the terms and conditions of the Asset Purchase Agreement, plus the assumption of specified liabilities related to the Transferred Assets. The Asset Purchase Agreement includes customary representations and warranties and various customary covenants under the circumstances that are subject to certain limitations, including, without limitation, a termination fee, expense reimbursement and the right to designate executory contracts and unexpired leases to assume or reject. Shares Down The Company's stock fell as much as 78% after Bloomberg reported the bankruptcy filing. Bloomberg points out that in bankruptcy, equity is last in line for repayment and shareholders are usually wiped out. Difficult Year BioSpace.com notes that Eiger's bankruptcy filing on Monday caps off a difficult year for the biotech. In September 2023, it announced that it was discontinuing the Phase III LIMT-2 study of its candidate peginterferon lambda for chronic hepatitis delta. BioSpace notes that a quarterly review by a Data Safety Monitoring Board (DSMB) found concerning safety signals associated with peginterferon lambda. Four patients who received the investigational therapy developed hepatobiliary events, which led to liver compensation, leading the DSMB to recommend the study's discontinuation. In September 2022, the FDA also rejected Eiger's application for an Emergency Use Authorization for peginterferon lambda, which the biotech was proposing for the treatment of mild-to-moderate COVID-19. Following this rejection, Eiger in June 2023 laid off 25% of its workers in a sweeping reprioritization and savings program. The initiative also included a pivot to its GLP-1 receptor antagonist avexitide, which at the time was being developed for post-bariatric hypoglycemia and congenital hyperinsulinism. Eiger expected the cost-cutting measures to support its operations through the fourth quarter of 2024, according to BioSpace. About Eiger Biopharmaceuticals Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a commercial-stage biopharmaceutical company focused on the development of innovative therapies for rare metabolic diseases. The Company's shares traded on Nasdaq under the symbol "EIGR". Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-80040) on April 1,2024. In its petition, Eiger listed $38.8 million in assets and $53.1 million in liabilities as of the bankruptcy filing. Eiger is represented by Sidley Austin LLP as its legal counsel, Alvarez & Marsal as its financial advisor and SSG Capital Advisors, LLC as its restructuring investment banker. Kurtzman Carson Consultants LLC is the claims agent. ENDO FINANCE: Moody's Assigns 'B2' CFR, Outlook Stable ------------------------------------------------------ Moody's Ratings has assigned a B2 Corporate Family Rating, and a B2-PD Probability of Default to Endo Finance Holdings, Inc. ("Endo") in connection with its post-bankruptcy exit financing. Concurrently, Moody's assigned a Ba3 rating to the proposed $400 million senior secured super-priority revolving credit facility, and a B2 rating to a $1.25 billion senior secured term loan. In addition, Moody's assigned a Speculative Grade Liquidity Rating of SGL-1, reflecting company's very good liquidity. The outlook is stable. On March 19, 2024, the US Bankruptcy Court confirmed Endo's plan of reorganization. Under the plan, substantially all of the company's assets are being sold to a new entity, Endo, Inc., (parent of Endo Finance Holdings, Inc.), over 95% of which is owned by holders of the company's prepetition first lien debt. Management expects the transaction to close as early as late April 2024, upon receiving final regulatory approvals and satisfying customary closing conditions. At emergence the company will reduce its debt relative to the prepetition level by nearly $5.5 billion (a reduction of roughly 69%), to approximately $2.5 billion. Endo is issuing exit financing comprised of a $400 million super-priority revolving credit facility expiring 2029, a $1.25 billion senior secured term loan due 2031, along with additional unspecified debt. "Endo's post-emergence capital structure will be moderately levered in consideration of management's expectation for revenue and earnings decline in company's sterile injectables and generic pharmaceuticals segments, over the next 12-18 months," said Vladimir Ronin, Moody's lead analyst for the company. "Furthermore, Endo's resolution of key litigation issues, extension of debt maturities through refinancing of its entire capital structure, and strengthening of the liquidity profile, will allow the company to execute on its strategic priorities and commercialize therapies in its pipeline," added Ronin. ESG factors are material to the ratings assignment. Social risk considerations were a material factor in this rating action. Endo faces social risk exposures including responsible production and customer relations. Additionally, because branded business represents a large share of cash flows, drug pricing risk in the US is a key social risk, as well. Among governance considerations are company's financial policies and strategy along with risk management, following reemergence from the bankruptcy. The Ba3 rating of the senior secured super-priority revolving credit facility is two notches above the corporate family rating, reflecting its priority in right of payment in the event of default prior to a material amount of other debt in the company's capital structure. The B2 rating for the $1.25 billion senior secured term loan due 2031, matches the B2 corporate family rating, given the facility represents the preponderance of funded debt. The borrower of the senior secured credit facilities is Endo Finance Holdings, Inc. The senior secured debt is guaranteed by Endo, Inc. the parent company and reporting entity, and certain subsidiaries. Security includes a pledge on assets of the borrowers, the parent, and US subsidiaries (subject to certain customary exceptions). RATINGS RATIONALE Endo's B2 CFR reflects its moderate financial leverage and the risk that the recent bankruptcy has harmed the company's reputation with customers. The rating is also constrained by Moody's expectation for ongoing revenue and earnings declines in the company's sterile injectables and generic pharmaceuticals segments, driven by continued competitive pressure on the existing products portfolio. Additionally, the ratings are constrained by high earnings concentration in its largest franchise, Xiaflex, which accounted for roughly 24% of sales, and even higher portion of the company's profit, in 2023. Endo's ratings are supported by its good scale in specialty branded pharmaceuticals and its growing pipeline of sterile injectable products, which management expects to be launched over the next several years. The ratings are also supported by the company's strong liquidity underpinned by meaningful free cash flow. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectation that Endo's liquidity will remain very good over the next 12 to 18 months. Endo's liquidity will be supported by $200 million of cash at transaction's close. Moody's estimates that the company will generate at least $200 million of annual free cash flow over the next 12-to-18 months. External liquidity is further supported by a new 5-year super priority revolving credit facility that provides for borrowings of $400 million, and will be undrawn at reemergence. Alternative sources of liquidity are limited as substantially all assets are pledged. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of $760.0 million and 100% of consolidated EBITDA, plus unlimited amounts subject to 3.50x first lien net leverage ratio. There is an inside maturity sublimit up to the greater of $380.0 million and 50% of consolidated EBITDA. The credit agreement is expected to include "Serta", "J. Crew", "Chewy" and "Envision" protections. ESG CONSIDERATIONS Endo's CIS-4 indicates that the rating is lower than it would have been if ESG risk exposures did not exist. The credit impact score reflects exposure to social risks (S-4), most notably with responsible production and customer relations. Since the beginning of its bankruptcy case, the company has been subject to a voluntary opioid operating injunction ("VOI") which will apply to new Endo until 2030, preventing the company from manufacturing high-dose opioid pills, advertising or marketing opioid to patients and doctors. Additionally, because Endo's branded business represents a large share of cash flows, drug pricing risk in the US is a key social risk. The score also reflects exposure to governance risk (G-4), most notably related to financial strategy and risk management. The score also reflects the company's moderate leverage and management track record and credibility risks of successfully operating following the 2022 bankruptcy filing. Lastly, environmental risk considerations (E-2) reflects that the company does not face significant environmental exposures that are materially different than the industry norm. The stable outlook reflects Moody's expectation that Endo's financial leverage will remain moderate following the restructuring. While Moody's expects the company's earnings to decline over the next year due to higher competition, the resolution of key litigation issues and refinancing of all of its funded debt will allow the company to execute on its strategic priorities. Furthermore, Moody's expects that Endo's combination of free cash flow, cash balance, and revolver will provide sufficient liquidity for operations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings upside is unlikely in the near-term as Endo emerges from bankruptcy. Longer-term, the ratings could be upgraded if the company is able to strengthen earnings through growth in its Xiaflex franchise, and commercialization of sterile injectables pipeline. The company would also need to sustain debt/EBITDA below 4.0x along with maintaining good liquidity highlighted by consistently positive free cash flows. The ratings could be downgraded if Endo's operating results are weaker than Moody's anticipates, or the company incurs any material incremental cash outflows related to the opioid-related legal matter. Ratings could also be downgraded if the company's debt/EBITDA is sustained above 5.0x or if liquidity deteriorates for any reason. The principal methodology used in these ratings was Pharmaceuticals published in November 2021. Endo is a specialty healthcare company offering branded and generic pharmaceuticals. Endo's reported revenue for the fiscal year ended December 31, 2023, was approximately $2.0 billion. ENDO INC: S&P Assigns 'B+' ICR After Emergence From Chapter 11 -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issuer credit rating to Specialty pharmaceutical company Endo Inc. At the same time, S&P assigned its 'B+' issue-level rating to the proposed $400 million revolving credit facility and $1.25 billion term loan B issued by subsidiary Endo Finance Holdings Inc. The outlook is stable, reflecting S&P's expectation for a return to growth in 2025 and S&P Global Ratings-adjusted debt to EBITDA of 3.5x-4.5x over the next several years. S&P said, "Our 'B+' rating reflects Endo's significantly improved credit measures following its emergence from bankruptcy. Endo will emerge from bankruptcy having reduced outstanding debt by over $5 billion compared to the prepetition capital structure. In addition, we expect that all aggregate opioid liabilities (totaling over $2 billion as of Dec. 31, 2023) will be fully settled and repaid at emergence with the proceeds from the proposed debt, removing the legal overhang. "We expect that these reductions will result in adjusted leverage of 4.3x for full-year 2024 (excluding bankruptcy fees) and 3.8x in 2025. Lower interest expense will also improve free operating cash flow (FOCF) generation, which we now estimate at $150 million-$300 million annually. "Our view of Endo's business risk reflects its strong market position for top product Xiaflex but also intense competitive pressure across the rest of its portfolio. Sales for Xiaflex, prescribed to treat Peyronie's disease and Dupuytren's contracture, increased 8% to $475 million during 2023. We expect that further market penetration, driven by increased direct-to-consumer marketing, will sustain high-single-digit percent revenue growth over the next several years. Additional indications currently under development (including for plantar fibromatosis and plantar fasciitis) could offer additional upside if approved several years from now, although we currently do not include this in our forecast. We believe Xiaflex will maintain exclusivity into the 2030s." Endo's revenue has dropped heavily outside of Xiaflex over the past few years, driven by a loss of exclusivity (LOE) to former top product Vasostrict in 2022. Competitive pressures to several other products resulted in total revenue decline of 13% in 2023, despite the growth of Xiaflex. S&P said, "During 2024, we expect that significant declines for Varenicline, Dexlansporazole, and Adenalin, as well as continued declines in Vasostrict, will more than offset growth from Xiaflex, resulting in total revenue falling 15%. However, we expect 2024 to be a trough year, as there are no major LOEs in 2025 or 2026." In the meantime, Endo's high-margin portfolio of roughly 10 legacy brands provides a steady base of EBITDA and cash flow generation. However, S&P expects that without patent protection, these revenues will also decline over time, in line with historical analogues. S&P said, "We believe that Endo is well-positioned for growth in 2025 and beyond. We forecast that Xiaflex growth and new sterile injectable launches will contribute to revenue growth of mid-single-digit percent during 2025. Endo's strategy relies heavily on launching upwards of 40 new sterile injectables over the next several years, nearly doubling its existing portfolio of 40 on-market products. A majority of these launches comprise differentiated ready-to-use (RTU) bottles and bags, which we believe offer meaningful time savings to health care providers, which will increase the likelihood of taking market share once launched. Nevertheless, this growth strategy is relatively untested to date and runs the risk that the company will not successfully launch that many products annually. "Our outlook on Endo is stable, reflecting our expectation for a return to revenue expansion over the next 12 months, supporting adjusted debt to EBITDA sustained at 3.5x-4.5x." S&P could consider a lower rating if: -- Endo is not able to outpace competitive pressures with new product launches and Xiaflex growth over the next 12 months, resulting in continued revenue declines into 2025; or -- Adjusted debt to EBITDA sustains above 5x. S&P could consider a higher rating if: -- Adjusted debt to EBITDA sustains comfortably below 4x; and -- S&P believes financial policies support this lower leverage. Environmental and social factors have no material influence on its credit rating analysis of Endo. Governance factors have a moderately negative influence, given limited information around Endo's board composition, which compares unfavorably to peers. ENDRA LIFE: RBSM LLP Raises Going Concern Doubt ----------------------------------------------- ENDRA Life Sciences Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that RBSM LLP, the Company's auditor since 2015, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 28, 2024, New York, NY-based RBSM LLP, said, "The Company has suffered recurring losses from operations, generated negative cash flows from operating activities, has an accumulated deficit and has stated that substantial doubt exists about Company's ability to continue as a going concern." The Company has limited commercial experience and had a cumulative net loss from inception to December 31, 2023 of $91,930,152. The Company had working capital of $2,129,717 as of December 31, 2023. The Company has not established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern and will require additional financing to fund its future planned operations, including research and development and commercialization of its products. These matters raise substantial doubt about the Company's ability to continue as going concern. The accompanying financial statements for the year ended December 31, 2023 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management's plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company's research and development activities or commercialization efforts or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. As of December 31, 2023, the Company has $6,754,146 in total assets, $1,095,157 in total liabilities, and $5,658,989 in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/2wea4nmr About ENDRA Life Sciences Ann Arbor, MI-based ENDRA Life Sciences Inc. develops and is continuing to develop technology for characterizing tissue non-invasively, at the point of patient care, to broaden patient access to the safe diagnosis and treatment of a number of significant medical conditions in circumstances where expensive X-ray computed tomography, magnetic resonance imaging or other technologies are unavailable or impractical. ENVIRI CORP: Moody's Alters Outlook on 'B1' CFR to Stable --------------------------------------------------------- Moody's Ratings affirmed the ratings of Enviri Corporation ("Enviri" fka Harsco Corporation), including the B1 corporate family rating and B1-PD probability of default rating. Concurrently, Moody's affirmed the Ba3 rating on Enviri's senior secured bank credit facility, consisting of a revolving credit facility and term loan, and the B3 rating on the company's senior unsecured notes. Moody's also changed the outlook to stable from negative. The SGL-3 speculative grade liquidity rating remains unchanged. The affirmation of the ratings and the outlook change to stable from negative reflect Enviri's improved operating performance and Moody's expectation for Enviri to build on its positive momentum, with credit metrics improving over the next year. This will be driven by healthy waste volumes and pricing and efficiency initiatives in the Clean Earth ("CE") segment, helping to offset modest volumes at Harsco Environmental ("HE") as global steel production remains subdued. HE's higher service pricing, new contract wins and efficiency actions will also support results. Moody's expects Enviri's leverage to improve modestly through 2024 from about 5x in fiscal 2023 (about 4.8x pro forma for Enviri's rail business EBITDA classified as discontinued operations). The leverage ratio includes Moody's standard adjustments for pension and leases as well as an A/R securitization, which was $150 million at December 31, 2023. Moody's notes the company continues to face the risk of losses on certain key European rail contracts for which it has recorded forward loss provisions. These provisions relate to estimated contractual damages and penalties for delayed deliveries from supply chain issues and higher manufacturing costs. However, Enviri is negotiating with the customers to reduce the risk. Although the sales process for the rail business is still ongoing, the company recently indicated it may retain this business to execute the next 1-2 years of these large contracts. RATINGS RATIONALE The ratings reflect Enviri's sizeable order backlog and services under contract that provide revenue visibility, underpinned by longstanding customer relationships. Additionally, the company is well positioned in its CE and HE businesses, which have high barriers to entry and diversification by region, end market and customer base. However, Enviri operates in a fragmented landscape for environmental services. Demand is driven in part by the need for customers to comply with environmental waste regulations. The backlog and demand fundamentals, including recurring waste volumes at CE and new contract wins at HE, should drive moderate top line growth over the next year. The ratings also reflect Enviri's high leverage and cyclical exposure in HE, where sales are correlated with steel production volumes and sensitive to prolonged slowdowns in steel mill production or excess production capacity. Steel production remains modest in most regions globally amid demand impacts from macroeconomic headwinds and geopolitical tensions, though tempered by higher volumes in fast-growing areas such as India. The planned divestiture of the rail business, if executed, will result in the loss of revenue scale, diversification and a business with good longer term cash flow prospects. Management has indicated the net proceeds would be used for debt reduction. Labor and material cost inflation will exert near term margin pressures in the continuing operations. However, Moody's expects Enviri's pricing and efficiency initiatives to offset the cost pressures and support modest margin expansion through 2024. Moody's expects Enviri to maintain adequate liquidity over the next year, as reflected by the SGL-3 speculative grade liquidity rating. This incorporates solid cash on hand ($121 million at December 31, 2023) and Moody's expectation of ample revolver availability and positive free cash flow over the next 12-18 months. There are no near term debt maturities aside from scheduled term loan amortization of $5 million. The $700 million revolving facility expiring in 2026 had nearly $250 million available at December 31, 2023, net of borrowings and letters of credit. Moody's also expects the company to maintain compliance with its covenants, as defined by its credit agreement. These include a net leverage threshold of 5.5x in Q4 2023 stepping down quarterly to 4.0x for Q4 2024, and interest coverage at 2.75x, stepping up to 3x upon divestiture of the rail business. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded with good operational execution, demonstrated by consistent top line growth and meaningfully stronger metrics. More specifically, Moody's would expect to see adjusted debt-to-EBITDA sustained below 4x, adjusted EBIT to interest expense at or above 2x and EBIT margin improving and sustained above 6.5% for a ratings upgrade. The maintenance of good liquidity, including consistent positive free cash flow and ample revolver availability and covenant headroom, would also be required for an upgrade. The ratings could be downgraded if debt-to-EBITDA remains above 5x, margins decline due to execution challenges or weakening business fundamentals, or EBIT to interest is sustained at or below 1x. Any deterioration in liquidity, including weaker than expected free cash flow or declining headroom in complying with covenants, could also result in a ratings downgrade. A meaningful increase in expected losses related to continued delays on delivering under key European rail contracts would also drive ratings downward. Lastly, evidence of a more aggressive posture on capital allocation, including debt funded acquisitions or dividends that weaken the metrics could also drive a ratings downgrade. The principal methodology used in these ratings was Environmental Services and Waste Management published in May 2023. Enviri Corporation, headquartered in Philadelphia, PA, is a global provider of environmental solutions for industrial and specialty waste streams through Harsco Environmental and Clean Earth business segments, and innovative equipment and technology for the rail sector. The company is planning a divestiture of its rail business, which has been classified as discontinued operations since 2021. Revenue from continuing operations was approximately $2.1 billion for the year ended December 31, 2023. EYE CARE LEADERS: $8 Million DIP Financing Okayed ------------------------------------------------- Emlyn Cameron of Law360 reports that a Texas bankruptcy judge on Monday, March 11, 2024, approved optometry software company Eye Care Leaders Portfolio Holdings LLC's request to draw on the remainder of its $8 million in debtor-in-possession funds for its Chapter 11 case, saying the company had given good reason to believe it was poised for a rewarding auction. About Eye Care Leaders Portfolio Eye Care Leaders Portfolio Holdings, LLC, provides a suite of software specifically geared towards ophthalmology and optometry practices, practice management, surgical, revenue cycle management (RCM), MIPS reporting and more. Based in Durham, N.C., Eye Care Leaders is a one-stop shop for eye care specialists and their patients. Eye Care Leaders and more than 30 of its affiliates filed Chapter 11 petitions (Bankr. D. Texas Lead Case No. 24-80001) on Jan. 16, 2024. At the time of the filing, Eye Care Leaders disclosed $100 million to $500 million in assets against $500 million to $1 billion in debt. Judge Michelle V. Larson presides over the cases. Gray Reed and B. Riley Financial Inc. are the Debtors' bankruptcy counsel and financial advisor, respectively. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Kilpatrick Townsend & Stockton, LLP. FTX TRADING: Court OKs Appointment of Robert Cleary as Examiner --------------------------------------------------------------- Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware approved the appointment of Robert Cleary, Esq., attorney at Patterson Belknap Webb & Tyler, LLP to serve as examiner in the Chapter 11 cases of FTX Trading Ltd. and affiliates. In court papers, Mr. Cleary disclosed that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The examiner may be reached at: Robert J. Cleary, Esq. Patterson Belknap Webb & Tyler, LLP 1133 Avenue of the Americas New York, NY 10036 Email: rcleary@pbwt.com About FTX FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (doing business as FTX.com), West Realm Shires Services Inc. (doing business as FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. More entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/HomeIndex The official committee of unsecured creditors tapped Paul Hastings, LLP as bankruptcy counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as the investment banker. Young Conaway Stargatt & Taylor, LLP is the committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GENESEE & WYOMING: Moody's Cuts CFR to Ba3, Outlook Stable ---------------------------------------------------------- Moody's Ratings downgraded Genesee & Wyoming Inc.'s ("G&W") corporate family rating to Ba3 from Ba2 and probability of default rating to Ba3-PD from Ba2-PD. Concurrently, Moody's assigned a Ba3 rating to G&W's new senior secured bank credit facilities. Moody's took no rating action on G&W's existing senior secured bank credit facilities rated Ba2. The facility will be repaid with proceeds from the proposed debt offering and the rating will be withdrawn upon repayment. The outlook is stable. The rating downgrade reflects the increase in G&W's debt leverage resulting from the transaction. Proceeds from the proposed $2,425 million term loan, a $600 million revolver (undrawn) and $1.0 billion other senior secured debt that will rank pari passu with the term loan will be used to repay G&W's existing term loan and outstanding borrowing under its current revolver and fund an $761 million dividend to shareholders. Moody's expects debt-to-EBITDA at year end 2024 to be 5.5x (inclusive of Moody's adjustments) compared to 4.2x at year end 2023. Moody's expects G&W's management team to remain focused on increasing margins over the next few years and reducing debt with free cash flow. However, the increase in leverage will limit the company's financial flexibility during a difficult period for the transportation sector. Governance is considered a significant factor in the rating action given incremental debt is being used to fund a dividend to G&W's. Further, Moody's considers the debt funded dividend a more aggressive financial policy associated with operating a company with higher leverage. RATINGS RATIONALE Genesee & Wyoming's rating reflects the company's high leverage and exposure to cyclical end markets. The rating also reflects G&W's status as the largest operator of short line freight railroads in North America. Its 110 short line railroads in North America are integral to the national rail infrastructure, connecting to the larger US Class 1 railroads and facilitating local traffic origination and destination. Moody's estimates that G&W's EBITDA margin will approach 39% in 2024 through a combination of execution on its OnePlan program, aimed at reducing costs and enhancing operational efficiencies, and the planned spinoff of the lower margin U.K. and European business into a separate legal structure remaining under ownership of Brookfield Infrastructure and GIC. However, the company's considerable pro forma debt-to-LTM EBITDA, which would have been 5.7 times at Dec. 31, 2023, constrains financial flexibility and the capacity to react to significant negative developments at the current rating level. The stable outlook reflects Moody's expectation that Genesee & Wyoming will maintain EBITDA margin close to 39% while growing its top line organically and maintaining good liquidity. Moody's expects G&W to have good liquidity over the next 12-18 months, highlighted by about $57 million of cash, upon close of the transaction. Additionally, Moody's expects the company to maintain full availability under a new $600 million revolving credit facility expiring in 2029. Lastly, Moody's expects G&W to generate over $90 million annually in free cash flow commencing in fiscal 2025. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of a dollar amount to be disclosed and 100% of consolidated EBITDA, plus unlimited amounts subject to the greater of (i) the closing date first lien net leverage ratio plus 0.25x, and (ii) the net leverage ratio immediately prior to such transaction. Incremental term facilities and incremental equivalent/ratio debt in an amount up to the greater of a dollar amount to be disclosed and 50% of consolidated EBITDA may benefit from collateral and guarantee support which do not support the term loans. There is an inside maturity sublimit up to the greater of a dollar amount to be disclosed and 200% of consolidated EBITDA, plus the incremental starter (100% of consolidated EBITDA), plus certain reallocated debt baskets, and amounts incurred in connection with a permitted acquisition and investment. There are no "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries. There are no protective provisions restricting an up-tiering transaction. Amounts up to 200% of unused capacity from the builder basket, the restricted payments covenant, the restricted debt payments covenant, the general investments basket, and the unrestricted subsidiary investments basket (which may only be secured on a junior basis), along with amounts not to exceed the available restricted payment amount, may be reallocated to incur debt, but only may be secured on a junior lien basis FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of the ratings include the adoption of more conservative capital allocation policies, including prudent execution of acquisitions and shareholder distribution policy. Improvement in EBITA margin toward 25%, continued good liquidity including sustaining positive free cash flow and debt-to-EBITDA sustained around 4.0x could also result in a rating upgrade. Factors that could lead to a downgraded include an inability to demonstrate steady progress in lowering debt-to-EBITDA to 5 times or if EBIT to interest remains well below 2.0x. Weakening freight volume or a deterioration in pricing or increased costs that cause EBITA margin to fall materially remain well below 20% could also result in a rating downgrade. Lastly, a downgrade is possible if G&W uses debt for either shareholder distributions or acquisitions resulting in debt-to-EBITDA exceeding 5.0 times or fails to generate positive free cash flow. The principal methodology used in this rating was Surface Transportation and Logistics published in December 2021. Genesee & Wyoming Inc. is the largest operator of short line freight railroads in North America. The company owns or leases more than 110 short line and regional freight railroads with more than 13,000 track miles, serving 43 US states and five Canadian provinces. Genesee & Wyoming is owned by Brookfield Infrastructure and GIC. GEO GROUP: Moody's Hikes CFR to B2 & Senior Unsecured Notes to B3 ----------------------------------------------------------------- Moody's Ratings upgraded The GEO Group, Inc.'s corporate family rating to B2 from B3, senior unsecured notes to B3 from Caa1, senior unsecured shelf to (P)B3 from (P)Caa1 and maintained the stable outlook. Also, the senior secured bank credit facilities were upgraded to B1 from B2. In the same rating action, Moody's assigned a B1 rating to its senior secured 1st lien revolver and term loan facilities. The speculative grade liquidity rating (SGL) is unchanged at SGL-3. The upgrade reflects GEO's improvement in contract renewal rates, greater revenue diversity due to successful growth in its electronic monitoring business, and reduction in debt and financial leverage. And while Moody's acknowledges the reduced cost of capital and debt maturity extensions from its proposed refinancing transactions, the upgrade is not contingent upon completion of this transaction. The stable outlook reflects Moody's expectation that GEO's financial leverage will remain near current levels over the long-term in addition to the company maintaining sufficient liquidity to meet its contractual debt obligations amid the challenging operating environment for private prison operators. RATINGS RATIONALE GEO's B2 corporate family rating reflects the company's high secured debt levels, lumpy debt maturity schedule, and its operations in a niche business that is sensitive to government policy toward incarceration, as well as its newer – yet experienced – management team. Additionally, over the last few years, many lenders and investors have reduced their capital allocations to prison operators because of the sentiment associated with incarceration rates and the risk of adverse regulation. Moody's regards GEO's business sensitivities and headline risk as a social consideration under its ESG framework. The rating also reflects GEO's relatively stable operating performance, evidenced by stable aggregate occupancy in the mid 80% range, its solid credit profile evidenced by low net debt to EBITDA of 3.5x, and adequate liquidity. It also reflects the credit strength of its government customers and tenants which are predominantly investment grade rated sovereign governments and U.S. states. Income from the residential segment will decline modestly with additional asset sales, while increased use of alternate means of monitoring will lead to good growth in income from electronic monitoring/supervision over the next 12-18 months. Moody's believes that the barriers to entry are lower for the non-residential services than the residential segments, although GEO is in a relatively strong competitive position because of its long-standing relationships with the contracting agencies. GEO's SGL-3 speculative grade liquidity rating reflects Moody's expectation that the company will maintain adequate liquidity to repay its remaining short-term tranche maturities and long-term debt through cash on hand and recurring cash flow. GEO's governance risk reflects potential for income volatility because of the short-term contracts and the higher percentage of DOJ contracts relative to peers. These risks are partially offset by the company's moderate financial leverage and its commitment to allocate capital and excess cash flows to pay down debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of GEO's ratings would require material improvement in the long-term industry outlook, including improved access to capital, demonstration of positive revenue and earnings growth, and further reduction in secured debt, on a sustained basis. A downgrade of GEO's ratings could occur if there is a deterioration in liquidity or access to capital or weakening operating trends, including a material decline in occupancy or if secured leverage rises above 35%. Further exposure to adverse regulatory events could also lead to downward ratings pressure. The GEO Group, Inc. (NYSE: GEO) is a leading provider of government outsourced services focused on the management and ownership of correctional facilities, processing centers, reentry and residential community-based and youth services to Federal, State, and local governments in the United States, Australia, South Africa and the United Kingdom. Annual revenues are approximately $2.4 billion. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in February 2024. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of a dollar amount to be disclosed and 100% of adjusted EBITDA, plus $250 million so long as the first lien net leverage does not exceed 2.25x. There is no inside maturity sublimit. The new term loan facility includes a financial maintenance covenant set at 5.25x total net leverage ratio, with step downs, tested quarterly. The pari passu revolving credit facility includes a financial maintenance covenant set at 3.25x first lien net leverage, with step downs, and 1.75x Interest Coverage Ratio, tested quarterl. A "blocker" provision restricts the transfer of material intellectual property to unrestricted subsidiaries. The credit agreement is expected to provide some limitations on up-tiering transactions, requiring directly affected lender consent for amendments that subordinate the debt and/or liens. GEO GROUP: S&P Places 'B' ICR on Watch Positive on Debt Refinancing ------------------------------------------------------------------- S&P Global Ratings placed all of its ratings on U.S.-based private prison operator The GEO Group Inc. on CreditWatch with positive implications, including the 'B' issuer credit rating. At the same time, S&P assigned its preliminary 'BB' issue-level rating and '1' recovery rating to the proposed term loan and upsized revolver. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. S&P said, "The CreditWatch placement reflects the potential that we will raise our ratings on GEO, if the transaction closes as initially proposed, because it would improve the company's standing in the capital markets, extend its debt maturity profile, and modestly improve its cash flow prospects. We expect these improvement will likely enable GEO to sustain S&P Global Ratings-adjusted net leverage of less than 5x and free operating cash flow (FOCF) to debt of more than 5%. "The positive CreditWatch placement reflects our belief that a successful refinancing of GEO's debt capital structure will address its debt maturity wall and reduce the risk of a distressed a solid operating performance and we believe completing the proposed transaction would signal healthy demand from both new and existing lenders at modestly more favorable terms, thereby mitigating the key refinancing risks at our current rating. S&P said, "GEO reduced its S&P Global Ratings-adjusted net leverage to 3.5x in 2023, which is beneath our 5x upgrade threshold, primarily through cash flow generation and net debt reduction. The company has outperformed our expectations in recent years, renewing key contracts initially marked for expiration under the 2021 executive order, achieving price increases, capitalizing on volume growth following the expiration of Title 42 (a regulation that authorized the Center for Disease Control and Prevention to prevent migrants from entering the U.S. on public health concerns), and realizing growth in its higher-margin electronic monitoring services following an increase in illegal border crossings at the southwest border. In 2024 and 2025, we expect GEO will maintain S&P Global Ratings-adjusted net leverage of between 3x and 4x and generate about $150 million of annual unadjusted FOCF. "Through the refinancing transaction, we understand GEO will secure permission to resume returning cash to its shareholders. That said, we expect the company's shareholder returns will likely remain modest until it achieves its 2.5x leverage target, likely in 2026 given our assumption of flat EBITDA growth under our base-case forecast. While not assumed under our forecast, we acknowledge the potential for significant earnings upside if the demand from GEO's largest customer, U.S. Immigration and Customers Enforcement (ICE; 43% of revenue), increases sharply in 2025. This could stem from a change in the company's regulatory regime or continued increases in illegal crossings across the southwest border. "The CreditWatch placement indicates the elevated likelihood that we will raise our ratings on GEO after it completes the proposed refinancing. Once the transaction closes, we expect to raise our issuer credit rating on the company to 'B+' and assign a stable outlook. Additionally, we expect to assign final ratings to the proposed $400 million term loan B due 2029 at that time." GFL ENVIRONMENTAL: S&P Ups ICR to 'BB-' on Continued Deleveraging ----------------------------------------------------------------- S&P Global Ratings raised its ratings on GFL Environmental Inc. by one notch, including its long-term issuer credit rating to 'BB-' from 'B+'. The positive outlook reflects S&P's expectation that high-single-digit EBITDA growth and relatively steady adjusted debt levels over the next couple of years should contribute to adjusted debt to EBITDA below 5x and adjusted FOCF to debt above 5% within the next couple of years. Earnings growth, tempered acquisition spending, and noncore divestitures contributed to strengthening credit measures, with adjusted debt to EBITDA on track to be in the low-5x area this year and decline further thereafter. GFL's credit metrics have been on an improving trend over the past few years, with growth in EBITDA and operating cash flow generation far outpacing debt, which S&P expects will continue over the next couple of years. Adjusted EBITDA was about C$1.9 billion in 2023, almost double the C$1 billion the company generated in 2020. Adjusted debt to EBITDA declined by about 2x during this period to 5.7x. The divestiture of three noncore U.S. solid waste markets for about C$1.6 billion in 2023 at mid-teens multiples also contributed to the deleveraging. This significant increase in EBITDA was driven by acquisitions, mid- to high-single-digit organic revenue growth stemming primarily from increased pricing within its solid waste business, and a modest increase in adjusted EBITDA margins. S&P said, "We assume EBITDA will continue to grow through 2026, albeit at a slower pace than in recent years. We expect organic revenue growth in the low- to mid-single-digit area, EBITDA margin expansion of 250-300 basis points, and less spending on acquisitions, which we assume it will fund primarily with FOCF. "Our outlook for organic revenue growth and margin expansion incorporates continued pricing growth, moderating cost inflation, and potentially high-returning investments GFL is making in renewable natural gas (RNG) and Ontario's recycling extended producer responsibility (EPR) programs. As a result, we expect adjusted debt to EBITDA will gradually decline to about 5.3x this year, 4.9x in 2025, and be in the mid-4x area in 2026 while adjusted FOCF to debt increases above 5%. "GFL's financial policies and public targets support prospective deleveraging. In our view, GFL's financial policies have also become more conservative following its IPO in 2020. The company's current net leverage target (per GFL's calculation) is between 3.65x and 3.85x by the end of 2024 and with plans to fall below 3.5x (from about 4.1x at the end of 2023). By comparison, our adjusted debt to EBITDA calculation in 2023 was 1.6x higher, primarily because we treat GFL's lease obligations (about C$443 million), asset retirement obligations (about C$700 million), and convertible preferred shares (about C$1.2 billion) as debt. We assume the preferred shares remain outstanding over our forecast horizon. However, we note the possibility that they get converted to common equity, which could result in faster deleveraging than we expect and narrow the gap between our leverage calculation and GFL's, thereby increasing the likelihood of an upgrade. "We assume GFL's acquisition spending over the next three years will average less than C$1 billion, down considerably from about C$2 billion over the past four years. Our view is consistent with GFL's 2024 acquisition spending guidance of C$600 million to C$650 million and its deleveraging targets. We estimate GFL's annual FOCF generation will grow to more than C$700 million by 2025, which is sufficient to fund most of the acquisition spending we anticipate, while leverage continues to improve as EBITDA grows. We also believe that given GFL's much larger scale and integration track record, acquisitions carry less financial risk than they did previously. "Our rating reflects GFL's resilient demand and robust pricing environment that should contribute to relatively stable and growing earnings. In S&P Global Ratings' view, the environmental services industry has low-risk characteristics stemming from the essential nature of its solid waste services. GFL benefits from high revenue visibility due to multiyear service contracts and high renewal rates across a diversified customer base. Demand in the company's solid waste business, which represented more than 70% of total revenue, is stable and less dependent on economic activity. We believe this should help the company maintain steady earnings and cash flow generation in weaker economic conditions. Furthermore, GFL's pricing environment remains robust, in our view. "In recent years, during which input costs increased because of high inflation on material and labor, the company successfully passed these costs to customers and increased EBITDA margins. We believe this indicates GFL's pricing power due to the company's essential services and sizable scale in North America, as well as the effective pricing mechanisms within the company's contracts to mitigate a portion of its cost inflation. "We assume the company will remain able to pass on higher input costs and demand in its less-economically sensitive business remains stable. In our view, this positions GFL to generate steady organic earnings and operating cash flow growth over the next few years, despite our assumption of slower economic growth in North America. "Our positive outlook on GFL reflects the increased likelihood of an upgrade within the next 12 months if credit measures improve roughly in line with or better than we expect, with support from high-single-digit EBITDA growth and relatively steady adjusted debt levels. "We could revise the outlook to stable if, over the next 12 months, we expect GFL's adjusted debt to EBITDA to be sustained above 5x or adjusted FOCF to debt to be below 5%. This could occur if the company pursues a large debt-funded acquisition or its prospective earnings meaningfully weaken from our current estimates, potentially on slowing demand, more intense competition, and/or sustained cost pressure. "We could upgrade GFL over the next 12 months if credit measures continue to improve in line with or better than we forecast, and we continue to expect the company to sustain adjusted debt to EBITDA below 5x and adjusted FOCF to debt above 5% beyond 2024. In this scenario, we would likely expect continued growth in earnings, led by resilient demand and a favorable pricing environment in the company's key solid waste segment operations. The possible conversion of GFL preferred shares (which we consider as debt) to common equity, could reduce leverage below what we have forecast and accelerate the timeline of a potential upgrade." GLOBAL ONE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ Global One Media, Inc. asks the U.S. Bankruptcy Court for the District of Nevada for authority to use cash collateral and provide adequate protection to the Bank Group. The Debtor was created to purchase the assets of two separate operating and existing radio broadcast companies, one in Elko Nevada and the other in the Clovis-Portales area of New Mexico, with purchases being consummated separately in 2022. On February 2, 2024, the day of the commencement of the case, there was $2600 in the combined bank accounts of the Debtor. Newtek Small Business Finance, LLC lending has made four separate SBA guaranteed loans to the Debtor. As NewTek noted in its opposition to the motion for cash collateral to pay insider wages, And the Declaration of John of Stratman, the four loans are: (a) Loan dated May 31, 2022 from Newtek to the Debtor for $1.224 million. This loan is secured by a deed of trust recorded against certain real property in southern California. (b) Loan dated October 31, 2022 from Newtek to the Debtor for $805,000. This loan is secured by two deeds of trust recorded against certain real property in New Mexico and UCC-1's recorded in New Mexico and Nevada; (c) Loan dated October 31, 2022 from Newtek to the Debtor for $486,000. This loan is secured by two deeds of trust recorded against certain real property in New Mexico and UCC-1's recorded in New Mexico and Nevada; and (d) Loan dated October 31, 2022 from Newtek to the Debtor for $232,000. This loan is secured by two deeds of trust recorded against certain real property in New Mexico and UCC-1's recorded in New Mexico and Nevada. The $1.224 million Loan is not secured by any property of the Debtor. The actual amount of cash collateral in favor of Newtek on the day of the filing of the petition was no more than about $2600, only the money in the combined bank accounts. Account receivables on their own are not cash collateral until they are become proceeds and converted to cash. The total amount collected during the first calendar month of this case was about $114,000. All subsequent months from March going forward should result in monthly account receivables collections greater than $114,000. As such each new month of account receivables collections may constitute a replacement lien for the level of cash collections during the first month of the bankruptcy. Moreover, the values of the assets securing the three loans are themselves adequate protection, because they are greater than the current amount asserted by Newtek is being owed, and because there is no assertion that the values are decreasing. A copy of the motion is available at https://urlcurt.com/u?l=5CtmwI from PacerMonitor.com. About Global One Media, Inc. Las Vegas-based Global One Media, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-10526) on February 2, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Richard Hudson, president and chief executive officer, signed the petition. David Riggi, Esq., at Riggi Law Firm represents the Debtor as bankruptcy counsel. GLUCKO TRACK: Fahn Kanne & Co Raises Going Concern Doubt -------------------------------------------------------- GlucoTrack, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Fahn Kanne & Co Grant Thornton Israel, the Company's auditor since 2010, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 28, 2024, Tel-Aviv, Israel-based Fahn Kanne & Co, said, "The Company has incurred net losses and negative cash flows from its operations and comprehensive loss since its inception and as of December 31, 2023, there is an accumulated deficit of $109,853. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern." For the years ended December 31, 2023 and December 31, 2022, the Company's net losses were $7.09 million and $4.44 million, respectively. As of December 31, 2023, the Company had an accumulated deficit of $109.85 million. The Company's primary requirements for liquidity have been to fund its clinical trial activity and general corporate and working capital needs. On April 13, 2023, the Company completed an underwritten public offering under which the Company received gross proceeds of approximately $10 million for issuance of (i) 5.38 million shares of common stock and (ii) 1.98 million pre-funded warrants at a price to the public of $1.36 per share. The Company said, "Based on our operating plans, we do not expect that our current cash and cash equivalents as of December 31, 2023, will be sufficient to fund our operating, investing, and financing cash flow needs for at least the next twelve months, assuming our programs advance as currently contemplated. Based upon this review and our current financial condition, the Company has concluded that substantial doubt exists as to our ability to continue as a going concern. We have and believe we will continue to be able to raise additional capital through debt financing, private or public equity financings, license agreements, collaborative agreements or other arrangements with other companies, or other sources of financing. However, there can be no assurances that such financing will be available or will be at terms acceptable to us, or at all. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our clinical trials or other operations. If any of these events occur, our ability to achieve our operational goals would be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors. Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on commercially acceptable terms favorable to us, or at all." As of December 31, 2023, the Company had $4.91 million in total assets, $1.71 million in total liabilities, and $3.2 million in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/3cwnabh9 About GlucoTrack Inc. Rutherford, NJ-based GlucoTrack, Inc. is focused on the design, development, and commercialization of novel technologies for people with diabetes. The Company is currently developing a long-term implantable continuous glucose monitoring system for people living with diabetes. GUIDED THERAPEUTICS: UHY LLP Raises Going Concern Doubt ------------------------------------------------------- Guided Therapeutics, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that UHY LLP, the Company's auditor since 2007, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 28, 2024, Sterling Heights, Michigan-based UHY LLP, said, "The Company has recurring losses from operations, limited cash flow, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern." At December 31, 2023, the Company had a negative working capital of approximately $3.4 million, accumulated deficit of $151.1 million, and incurred a net loss including preferred and deemed dividends of $3.8 million for the year then ended. Stockholders' deficit totaled approximately $3.8 million at December 31, 2023, primarily due to recurring net losses from operations. During the year ended December 31, 2023, the Company received $436,000 of proceeds from warrant exercises. The Company will need to continue to raise capital in order to provide funding for its operations and FDA/NMPA approval process. If sufficient capital cannot be raised, the Company will continue its plans of curtailing operations by reducing discretionary spending and staffing levels and attempting to operate by only pursuing activities for which it has external financial support. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection. As of December 31, 2023, the Company had $1.67 million in total assets and $5.48 million in total liabilities, and $3.8 million in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/3h6j6k7h About Guided Therapeutics Peachtree Corners, Georgia-based Guided Therapeutics, Inc. is a medical technology company focused on developing innovative medical devices that have the potential to improve healthcare. Its primary focus is the sales and marketing of our LuViva Advanced Cervical Scan non-invasive cervical cancer detection device. The underlying technology of LuViva primarily relates to the use of biophotonics for the non-invasive detection of cancers. LuViva is designed to identify cervical cancers and precancers painlessly, non-invasively and at the point of care by scanning the cervix with light, then analyzing the reflected and fluorescent light. H&H ENTERPRISES: Wins Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Florida, Panama City Division, authorized H&H Enterprises of PC BCH LLC DBA Sandbar to use cash collateral, on an interim basis, in accordance with the budget, pending a final evidentiary hearing set for April 23, 2024, at 1:30 pm. The Debtor agrees to pay Fox Capital for its consent to use cash collateral as follows: The Debtor consents to remitting the greater of $3,000 or 10% of the net income received by the Debtor between March 12, 2024 and April 12, 2024. The Debtor will do this by (1) on or before April, 5, 2024, the Debtor will remit payment of $3,000 to Fox, and (2) On or before April 19, 2024, the Debtor will remit its balance sheet for the interim period. If 10% of the net revenue shown for the interim period is greater than the previously remitted $3,000, then the amount in excess will be due to Fox within 10 business days of the conclusion of the continued hearing on cash collateral. A copy of the order is available at https://urlcurt.com/u?l=fdM1GA from PacerMonitor.com. About H&H Enterprises of PC BCH LLC DBA Sandbar H&H Enterprises of PC BCH LLC DBA Sandbar filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. N.D. Fla. Case No. 24-50032) on March 6, 2024, listing $165,486 in assets and $1,086,708 in liabilities. The petition was signed by Craig K Harris as MGRM. Judge Karen K. Specie oversees the case. Michael Austen Wynn, Esq. at Wynn & Associates PLLC represents the Debtor as counsel. HAMILTON ELITE: Lender Seeks to Prohibit Cash Collateral Access --------------------------------------------------------------- F. Street Investments, LLC asks the U.s. Bankruptcy Court for the Eastern District of Wisconsin, to prohibit Hamilton Elite Properties, LLC from using cash collateral. F Street is the first position mortgage holder on the Debtor's residential rental properties. Reginald Hamilton personally guaranteed the obligations of the Debtor to F. Street. F Street filed a foreclosure action in Milwaukee County on June 15, 2023, alleging that all amounts due F Street are presently due and payable in full and that all of the properties are cross-collateralized and secured all amounts due to F Street. Due to the Debtor's bankruptcy filing, the Foreclosure Case was stayed as to the Debtor, however, Judgment was entered in the Foreclosure Case against Hamilton, as guarantor of the Debtor's debt to F Street, in the amount of $466,640, with accrued and accruing interest at the contractual rate of 15% after December 19, 2023. F Street does not consent to the Debtor's use of cash collateral. F Street also ask the court to require the Debtor that any collected rents from the Properties be segregated and accounted for. About Hamilton Elite Properties LLC Hamilton Elite Properties LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 24-20348) on Jan. 25, 2024, listing $100,001 to $500,000 in both assets and liabilities. Joseph W. Seifert, Esq. at Seifert Law Office represents the Debtor as counsel. HLF FINANCING: S&P Rates New $700mm Senior Secured Notes 'B+' ------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to Los Angeles-based Herbalife Ltd.'s proposed $700 million senior secured notes due 2029 (final terms to be determined) with a recovery rating of '2', reflecting its expectation for substantial recovery (70%-90%; rounded estimate 70%) in the event of a payment default. Concurrently, S&P placed the rating on CreditWatch with negative implications. S&P said, "Our ratings assume the proposed transaction closes substantially on the terms presented to us. Herbalife intends to use net proceeds from this issuance to repay its outstanding 2025 term loans and a portion of its $600 million senior unsecured notes due Sept. 1, 2025. The proposed notes will be issued by subsidiary HLF Financing S.a.r.l. LLC (HLF) and Herbalife International Inc. (HII), and will rank pari passu with Herbalife's recently announced $500 million term loan B. Pro forma for the transactions, Herbalife will have $1.341 billion of senior secured debt outstanding (including $141 million pro forma borrowings on the revolver) compared to about $900 million outstanding prior to the transactions. "All of our other ratings on Herbalife, including our 'B' issuer credit rating, remain on CreditWatch Negative status." HOME AND HOUSES: Case Summary & Four Unsecured Creditors -------------------------------------------------------- Debtor: Home and Houses Georgia, LLC 1705 Indian Ridge Drive Woodstock, GA 30189 Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 24-53365 Debtor's Counsel: Theodore N. Stapleton, Esq. THEODORE N. STAPLETON, P.C. 2802 Paces Ferry Road Atlanta, GA 30339 Tel: 770-436-3334 Fax: 404-935-5344 E-mail: tstaple@tstaple.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Karen M. Miller as managing 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/ZGHEPTQ/Home_and_Houses_Georgia_LLC__ganbke-24-53365__0001.0.pdf?mcid=tGE4TAMA HOWARD INTERVENTION: Court OKs Cash Collateral Access Thru May 31 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Howard Intervention Center, Inc. to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, through May 31, 2024. As adequate protection to the U.S. Small Business Administration, Headway Capital, LLC, Kapitus, LLC, The Fundworks, LLC, Emerald Group Holdings LLC dba Vitalcap and The Avanza Group, LLC and any other lien claimants, for the use of its Collateral or cash collateral, the Lien Claimants are granted post-petition replacement liens, to the extent and with the same priority as the Lien Claimants held pre-petition, in and to any presently existing or hereafter acquired cash collateral. A continued hearing on the matter is set for May 20 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=wE8rXT from PacerMonitor.com. About Howard Intervention Center, Inc. Howard Intervention Center, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-16312) on December 5, 2023. In the petition signed by Cara K. Wilson, president, the Debtor disclosed $369,399 in assets and $1,085,759 in liabilities. Judge Benjamin Goldgar oversees the case. Gregory K. Stern, Esq., at GREGORY K. STERN, P.C., represents the Debtor as legal counsel. HUDSON 888 OWNER: Court OKs Cash Collateral Access on Final Basis ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Hudson 888 Owner LLC and Hudson 888 Holdco LLC to continue using cash collateral on a final basis, in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, Fee Owner and Hudson 888 Holdco LLC are indebted to BH3 in the approximate amount of $85 million in connection with various prepetition loans made by BH3 pursuant to the loan documents between the parties. During the initial four week period after the filing of the Chapter 11 Cases, Fee Owner estimates that the cash expenses for the Interim Period will be approximately $91,743 and that cash receipts will be approximately $287,380. The Mortgage Lender has a valid, perfected, and enforceable lien and security interest in Fee Owner's assets, including the Project and all rents and other revenues of the Project, including accounts receivable. The court ruled as adequate protection for any post-petition diminution in the value of the Mortgage Lender's interests in the Prepetition Collateral, Fee Owner was authorized to grant to the Mortgage Lender, a valid, binding, enforceable and automatically perfected postpetition replacement lien in the Senior Loan Collateral, including postpetition-generated cash collateral. The Replacement Lien will be subject to liens and other interests in property of Fee Owner's estate existing as of the Petition Date that are both (i) valid, enforceable and not subject to avoidance by any trustee under the Bankruptcy Code; and (ii) senior under applicable non-bankruptcy law to, or encumber assets not encumbered by, the Mortgage Lender's liens in the Prepetition Collateral as of the Petition Date. Mortgage Lender is also granted an allowed superpriority administrative expense claim under 11 U.S.C. section 503(b) and 507(b) against Fee Owner with priority over any and all other administrative claims against Fee Owner now existing or hereafter arising in the Chapter 11 Cases, including all other claims of the kind specified under 11 U.S.C. section 503(b) and 507(b), which administrative expense claims will have recourse to and be payable from all prepetition and post-petition property of Fee Owner. These events constitute an "Event of Default" include: a. The Debtors' Chapter 11 Cases are dismissed or converted to cases under chapter 7 of the Bankruptcy Code; b. A chapter 11 trustee or examiner with expanded powers is appointed in the Debtors' Chapter 11 Cases; c. Fee Owner fails to deposit all cash collateral, or to use commercially reasonable efforts to cause all cash collateral to be deposited, into the BH3 Account to facilitate the Adequate Protection Payments. d. Fee Owner ceases operation of its present business or takes any material action for the purpose of ceasing operation of its present business without the prior written consent of the Mortgage Lender, except to the extent contemplated by the Budget or otherwise approved by the Court; and e. Fee Owner expends any material amounts of funds or monies for any purpose other than those set forth in the Budget or as otherwise approved by the Court. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=b3Xlo6 from PacerMonitor.com. The Debtor projects total uses, on a monthly basis, as follows: $403,299 for April 2024; $84,383 for May 2024; $84,383 for June 2024; and $803,769 for July 2024. About Hudson 888 Owner LLC Hudson 888 Owner LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10021) on January 7, 2024. In the petition signed by Sheng Zhang, chairman and CEO, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Michael E. Wiles oversees the case. Stephen B. Selbst, Esq., at Herrick Feinstein LLP, represents the Debtor as legal counsel. HUDSON 888 OWNER: Wins Cash Collateral Access on Final Basis ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York authorized Hudson 888 Owner LLC and Hudson 888 Holdco LLC to continue using cash collateral on a final basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, Fee Owner and Hudson 888 Holdco LLC are indebted to BH3 in the approximate amount of $85 million in connection with various prepetition loans made by BH3 pursuant to the loan documents between the parties. During the initial four week period after the filing of the Chapter 11 Cases, Fee Owner estimates that the cash expenses for the Interim Period will be approximately $91,743 and that cash receipts will be approximately $287,380. The Mortgage Lender has a valid, perfected, and enforceable lien and security interest in Fee Owner's assets, including the Project and all rents and other revenues of the Project, including accounts receivable. The court ruled as adequate protection for any post-petition diminution in the value of the Mortgage Lender's interests in the Prepetition Collateral, Mortgage Lender is granted a valid, binding, enforceable and automatically perfected postpetition replacement lien in the Senior Loan Collateral, including postpetition-generated cash collateral. The Replacement Lien will be subject to liens and other interests in property of Fee Owner's estate existing as of the Petition Date that are both (i) valid, enforceable and not subject to avoidance by any trustee under the Bankruptcy Code; and (ii) senior under applicable non-bankruptcy law to, or encumber assets not encumbered by, the Mortgage Lender's liens in the Prepetition Collateral as of the Petition Date. Mortgage Lender is also granted an allowed superpriority administrative expense claim under 11 U.S.C. section 503(b) and 507(b) of the Bankruptcy Code against Fee Owner with priority over any and all other administrative claims against Fee Owner now existing or hereafter arising in the Chapter 11 Cases. The events that constitute an "Event of Default" include: a. The Debtors' Chapter 11 Cases are dismissed or converted to cases under chapter 7 of the Bankruptcy Code; b. A chapter 11 trustee or examiner with expanded powers is appointed in the Debtors' Chapter 11 Cases; c. Fee Owner fails to deposit all cash collateral, or to use commercially reasonable efforts to cause all cash collateral to be deposited, into the BH3 Account to facilitate the Adequate Protection Payments; and d. Fee Owner ceases operation of its present business or takes any material action for the purpose of ceasing operation of its present business without the prior written consent of the Mortgage Lender, except to the extent contemplated by the Budget or otherwise approved by the Court. A copy of the order is available at https://urlcurt.com/u?l=3ladIL from PacerMonitor.com. About Hudson 888 Owner LLC Hudson 888 Owner LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10021) on January 7, 2024. In the petition signed by Sheng Zhang, chairman and CEO, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Michael E. Wiles oversees the case. Stephen B. Selbst, Esq., at Herrick Feinstein LLP, represents the Debtor as legal counsel. I.C.T.I. LLC: Court OKs Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized I.C.T.I. LLC to use cash collateral, on an interim basis, in accordance with the budget. The Debtor seeks $1,000 per month from the cash collateral of Amerant Bank for repairs to the leased premises. Americant Bank is the mortgage lender on the leased property and has objected to the Debtor's use of its cash collateral. A ruling was abated pending the debtor filing the real property lease on the subject real estate. The lease was filed on May 26, 2024. The Debtor is directed to file a request for payment from cash collateral for routine repairs on the leased premises on CM/ECF. The request should include quotes, if any, and a detailed description of the repairs to be effectuated by the debtor and the total cost. Parties may object to the payment of the requested routine repairs from cash collateral not later than two working days after the filing on CM/ECF. Should no objections be filed the Debtor is authorized to spend the sum requested from cash collateral for repairs. For a routine repairs a request filing on Monday, the response deadline is Wednesday, with no objection filed the payment from cash collateral is allowed on Thursday. Working days do not include weekends or federal holidays. Objections will be promptly set, if possible, the same day that they are filed. A copy of the motion is available at https://urlcurt.com/u?l=xXmqBs from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=7wniz0 from PacerMonitor.com. About I.C.T.I. LLC I.C.T.I. LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). I.C.T.I. LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. S.D. Tex. Case No. 24-30961) on March 4, 2024, listing $1,800,000 in assets and $1,427,200 in liabilities. The petition was signed by Fahad Naveed as president. Judge Jeffrey Norman oversees the case. Samuel L. Milledge, Esq. at MILLEDGE LAW GROUP, P.C. represents the Debtor as counsel. INDIEV INC: Amends Plan to Include Toyota Industrial Secured Claim ------------------------------------------------------------------ Indiev, Inc., submitted an Amended Disclosure Statement describing Amended Chapter 11 Liquidating Plan dated March 28, 2024. On October 2, 2023, the Debtor commenced this Chapter 11 bankruptcy case by filing a voluntary chapter 11 petition. This is the Debtor's first bankruptcy petition filing. The Debtor was formed in August 2017 and has been in the business of manufacturing electric vehicles. The Debtor does not hold an interest in any real estate. The Debtor currently does not generate any income and is relying on the sale and auction of its assets to support its amended liquidating plan. The Debtor has one secured creditor: Toyota Industries Commercial Finance, Inc., which is secured by a 2021 Toyota Forklift, Model # 8FBCU30-74012. The Debtor's secured creditor is Toyota Commercial Finance for $46,440.04. The Debtor does not hold an interest in any real estate. Debtor's personal property assets have a total estimated value of $285,315.10. The Debtor's unsecured priority claims include the IRS for $5,000.00. Debtor's general unsecured creditors hold claims with an estimated aggregate amount of $16,970,317.78. There are no preference actions against the equity interest holders. The equity holder's interests are worth zero because business will be dissolved following confirmation. The principals are owed millions of dollars but received no loan repayments from the Debtor and no distribution has been proposed to them through Debtor's Amended Plan. The Amended Disclosure Statement and Amended Plan merely classify the equity interest holders in a separate class, but no distribution is proposed to any of the equity holders and the Amended Disclosure Statement and Amended Plan are both clear that the Debtor will not be operating postconfirmation. The Absolute Priority Rule is only triggered when the equity holders are retaining their interests in the reorganized debtor and the creditors that come ahead of equity class are receiving less than 100% distribution through the plan. The Amended Plan proposes to pay general unsecured creditors 1% but no interest will be retained by any of the equity security holders because the Debtor will cease to exist after plan confirmation. Class 1A Toyota Industrial Commercial Finance, Inc. is listed in Debtor's Schedule D as a secured creditor, secured by a 2021 Toyota Forklift, Model # 8FBCU30-74012. Rejection of the lease and surrender of the collateral. Toyota Industrial Commercial Finance, Inc. filed a Relief From Stay Motion on December 20, 2023 and obtained an Order Granting Relief From Stay on January 30, 2024. Class 2 consists of General Unsecured Claims. In the present case, the Debtor estimates that there are approximately $16,970,317.78 in general unsecured debts. General unsecured claims are classified in Class 2 and will receive a total of approximately 1% of their claims in monthly payments over 12 months from the Effective Date. Holders of General Unsecured Claims will receive their pro-rata share of $14,141.93 per month for a total of $169,703.16 over 12 months of the Plan. The payments will start on the first day of the first month following the month within which the Effective Date occurs. Based on the proposed payments, the unsecured class will receive approximately 1% of their claims. The Debtor will fund the Amended Plan from the liquidation of its assets. A full-text copy of the Amended Disclosure Statement dated March 28, 2024 is available at https://urlcurt.com/u?l=0fkMjJ from PacerMonitor.com at no charge. Attorney for Debtor: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor, Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com About Indiev Inc. Indiev Inc. was formed in August 2017 and has been in the business of manufacturing electric vehicles. The Debtor filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-12036) on Oct. 2, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Scott C. Clarkson oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, and Jennifer Liu, owner of JMLIU CPA Accountancy Corp., serve as the Debtor's bankruptcy counsel and accountant, respectively. IQ DENTAL: Court OKs Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized IQ Dental Supply, LLC to use cash collateral, on an interim basis, in accordance with the budget, pending a final hearing. East West Bank asserts an aggregate claim against the Debtor in the amount of $3.418 million as of the Petition Date, secured by liens on all or substantially all of the assets of the Debtor. EWB asserts secured claims and liens on the Collateral against the Debtor as of the Petition Date. Any party, to the extent that such party has or receives standing to assert such claims, including any Committee, if one is appointed, will have 60 days after entry of the final cash collateral order to contest the scope, validity, perfection and/or amount of EWB's liens. EWB reserves all of its rights to object to any party's standing to assert such challenges. The Debtor is authorized to use cash collateral to meet the Debtor's ordinary cash needs (and for such other purposes as may be approved in writing by EWB) for the payment of the Debtor's actual expenses to (a) maintain and preserve its assets; (b) continue operation of its business, including but not limited to payment for inventory, utilities, payroll, payroll taxes, and insurance expenses as reflected in the Cash Collateral Budget; and (c) to pay the Court-approved fees and expenses of the Debtor's and the Committee's respective professionals. As security for and to the extent of any aggregate post-petition diminution in value of the Prepetition Collateral (including the cash collateral), EWB is granted, pursuant to 11 U.S.C. Sections 361(2) and 363(c)(2), additional and replacement valid, binding, enforceable non-avoidable, and automatically perfected post-petition security interests in and liens subject to the carveout, on all property. To the extent of any Diminution in Value, EWB will have a superpriority administrative expense claim, pursuant to 11 U.S.C. Section 507(b), senior to any and all claims against the Debtor under 11 U.S.C. Section 507(a), whether in this proceeding or in any superseding proceeding. The replacement lien and security interest granted are automatically deemed perfected upon entry of the Order without the necessity of EWB taking possession, filing financing statements, mortgages, or other documents. The Debtor will make adequate protection payments to EWB in the monthly amount of $10,000 on the 28th day of the month. As further adequate protection, the Debtor is authorized and directed to pay Pryor Cashman LLP, as counsel to EWB, in the monthly amount of $7,500 on the 28th day of the month. A final hearing on the matter is set for April 30, 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=EHDtnK from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $117,563 for the week ending April 5, 2024; $6,325 for the week ending April 12, 2024; $59,617 for the week ending April 19, 2024; and $114,926 for the week ending April 26, 2024. About IQ Dental Supply, LLC IQ Dental Supply, LLC is a full service dental supply company selling dental supplies, equipment, and providing service since 2009. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-21402) on December 8, 2023. In the petition signed by Sergey Kunin, managing member, the Debtor disclosed $10,092,591 in assets and $8,098,257 in liabilities. Judge Stacey L. Meisel oversees the case. Richard D. Trenk, Esq., at TRENK ISABEL SIDDIQI & SHAHDANIAN P.C., represents the Debtor as legal counsel. JERRY HARVEY: Court OKs Cash Collateral Access Thru May 22 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Jerry Harvey Audio, LLC to use cash collateral, on an interim basis, in accordance with the budget. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10%. This authorization will continue through and including May 22, 2024. During the interim period, Central Bank and the U.S. Small Business Administration will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as their respective prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The replacement lien(s) granted will secure all obligations owing from the Debtor to the Secured Lenders, respectively. A continued hearing on the matter is set for May 22, 2024 at 2 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=cClt5p from PacerMonitor.com. The Debtor projects total cash disbursement, on a weekly basis, as follows: $160,854 for the week beginning April 8, 2024; $143,802 for the week beginning April 15, 2024; and $195,412 for the week beginning April 22, 2024. About Jerry Harvey Audio LLC Jerry Harvey Audio LLC manufactures JH Audio in-ear monitors. JH Audio offers IEMs handcrafted from exotic materials such as Carbon Fiber, Titanium, and polished Stainless Steel. Jerry Harvey Audio LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05279) on Dec. 11, 2023. The petition was signed by Jerry J. Harvey, II, as manager. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. R.Scott Shuker, Esq. at SHUKER & DORRIS, P.A. represents the Debtor as counsel. JOE'S DRAIN: James Coutinho Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 appointed James Coutinho, Esq., at Allen Stovall Neuman & Ashton, LLP as Subchapter V trustee for Joe's Drain Cleaning, LLC. Mr. Coutinho will be paid an hourly fee of $375 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Coutinho declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: James A. Coutinho, Esq. Allen Stovall Neuman & Ashton, LLP 10 N. Broad Street, Ste. 2400 Columbus, OH 43215 Email: coutinho@asnalaw.com Telephone: (614) 221-8500 About Joe's Drain Cleaning Joe's Drain Cleaning, LLC, a company in Lancaster, Ohio, offers drain unblocking, drain cleaning, drain repair, and drain maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-51041) on March 22, 2024. In the petition signed by Joseph Conway, sole member, the Debtor disclosed $506,649 in assets and $1,031,345 in liabilities. Judge John E. Hoffman, Jr. oversees the case. John W. Kennedy, Esq., at Strip, Hoppers, Leithart, McGrath & Terlecky Co., LPA represents the Debtor as legal counsel. JUNE ME: Case Summary & Three Unsecured Creditors ------------------------------------------------- Debtor: June Me, LLC 17412 Ventura Blvd Num 1212 Encino, CA 91316 Business Description: June Me owns a single family residence located at 4947 Encino Ave., Encino, CA 91316 having a current value of $4.1 million. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10527 Judge: Hon. Martin R. Barash Debtor's Counsel: Matthew Abbasi, Esq. ABBASI LAW CORPORATION 6320 Canoga Ave. Suite 950 Woodland Hills, CA 91367 Tel: (310) 358-9341 Fax: (888) 709-5448 E-mail: matthew@malawgroup.com Total Assets: $4,100,000 Total Liabilities: $4,206,544 The petition was signed by Hamid Reisi as managing member. 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/JGQN2LA/June_Me_LLC__cacbke-24-10527__0001.0.pdf?mcid=tGE4TAMA KALO CLINICAL: Wins Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the District of Utah authorized Kalo Clinical Research, LLC to use cash collateral, on an interim basis, in accordance with the budget and its stipulation with First Community Bank, Division of Glacier Bank and the U.S. Small Business Administration. The Debtor requires funds to continue to manage and preserve its business for the benefit of the Secured Lenders and other creditors and to continue to operate as a going concern. The Secured Lenders claim a lien and security interest in substantially all the Debtor's assets, and assert that their liens constitute a valid, properly perfected, and enforceable lien and security interest in collateral as set forth in the Motion, including a perfected secured lien on all products, proceeds, and collections generated by that collateral. The Debtor has consented to the validity and perfection of the Secured Lenders' asserted liens in cash collateral. The Secured Lenders have consented to the Debtor's use of cash collateral pursuant to the Stipulation and in accordance with the Budget, through April 10, 2024. A final hearing on the matter is set for April 10 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=jVIBsI from PacerMonitor.com. About Kalo Clinical Research, LLC Kalo Clinical Research, LLC is a clinical research site local to the greater Salt Lake area in Utah, providing people with the opportunity to contribute to the development/advancement of medicine that future generations will rely on. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-21124) on March 18, 2024. In the petition signed by Isabella M. Johnson, member, chief executive officer, the Debtor disclosed $634,599 om assets and $1,059,526 in liabilities. Judge Peggy Hunt oversees the case. George B. Hofmann, Esq., at COHNE KINGHORN, P.C., represents the Debtor as legal counsel. KOFC LTD: Wins Interim Cash Collateral Access --------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, authorized KOFC, Ltd. to use the cash collateral of the Texas Comptroller of Public Account, on an interim basis, in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to pay ordinary post-petition operating expenses including taxes, rental/note payments, insurance, payroll, payroll expenses, utility charges and the costs of supplies used in the operation of the business as set forth in the budget. The court said the Texas sales tax trust funds are not a part of the Debtor's cash, proceeds or accounts receivable, they do not form a part of any other secured creditor's collateral, if any, and they may not be used by the Debtor in its operations. The Debtor will not utilize Texas sales tax trust funds for any purpose other than remittance to the Comptroller. Any Texas sales taxes collected by the Debtor post-petition are not property of the estate, but instead remain property of the Comptroller until paid. Payment of the post-petition taxes is mandatory under 28 U.S.C. Section 959(b) and 960. The Comptroller does not consent to the use of its post-petition sales tax trust funds for any purpose other than remitting to the Comptroller. As adequate protection, the Comptroller is granted replacement liens on all the Debtor's property. The Debtor will make monthly adequate protection payments to the Comptroller in the amount of $3,000 beginning on November 15, 2023, and on the 15th day of each month thereafter until the Court enters a final cash collateral order. All payments will apply first to interest (at the statutory rate of 9.5%) on the Comptroller's prepetition claims and then any excess to the principal amount of the tax claims, starting with the oldest period of liability first. The Debtor will pay all delinquent adequate protection payments on or before April 1, 2024 and will provide the Comptroller proof of such timely payments. Failure to pay the delinquent adequate protection payments in good funds by the deadline of April 1, 2024, constitutes a default under the cash collateral order and terminates the Debtor's permission to use cash collateral. A final hearing on the matter is set for April 24 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=XmA9cO from PacerMonitor.com. About KOFC LTD KOFC, LTD filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-51414) on Oct. 18, 2023, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Michael M. Parker oversees the case. Morris Eugene White, III, Esq., at Villa & White, LLP represents the Debtor as legal counsel. KRAFTEX FLOOR: Seeks Cash Collateral Access ------------------------------------------- Kraftex Floor Corporation asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authority to use the cash collateral of Old National Bank and the Small Business Administration and provide adequate protection. The Debtor requires the use of its Business Assets to pay for its monthly operating expenses which include, among other things, payroll and adequate protection payments to the secured creditor. The Debtor had been conducting business as usual but found that it had overextended itself with Debt. One of the principal causes of the increase in debt was traced back to misconduct by the office manager for the Debtor who has since been terminated. The Debtor still maintains good monthly cash flow but it cannot continue to operate while servicing all of its debt according to contract terms. At the time of the filing and listed on the schedules, the Debtor owned certain Business Assets that were pledged as cash collateral to secure loans from Old National Bank and the Small Business Administration. The Debtor believes that there is a first position pre-petition lien on the Business Assets in favor of Old National Bank in the approximate amount of $125,000, a second position pre-petition lien for $350,000, and a third position lien of the SBA of $150,000. Neither Old National Bank nor the SBA will be harmed by the use of cash collateral generated from the Business Assets and proceeds thereof. As to the use thereof, the Debtor proposes that Old National Bank and the SBA be granted replacement liens upon the assets in the Debtor's possession subsequent to the filing of the Chapter 11 petition to the extent of the collateral utilized subject to the verification of the extent and validity of the lien. In addition, as Adequate Protection, the Debtor proposes to make a monthly Adequate Protection payment to Old National Bank in the amount of $7,500. A copy of the motion is available at https://rb.gy/m9d3an from PacerMonitor.com. About Kraftex Floor Kraftex Floor Corporation filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-03038) on March 1, 0224, with up to $50,000 in assets and up to $1 million in liabilities. A. Benjamin Goldgar presides over the case. Ben L. Schneider, Esq., at Schneider & Stone represents the Debtor as legal counsel. LEON INDUSTRIES: Seeks Cash Collateral Access --------------------------------------------- Leon Industries LLC dba US Glove Supply asks the U.S. Bankruptcy Court for the Western District of New York for authority to continue using cash collateral on an interim basis. The terms of the Amended Stipulation are the same as those authorized by the Court on January 29, 2024 in the original Stipulated Order, with the exception of extending the termination date from March 20, 2024, to June 12, 2024 and attaching a budget covering said period. As previously reported by the Troubled Company Reporter, the Debtor is indebted to M&T Bank pursuant to an Amended and Restated Note dated March 15, 2023 in the principal amount of $2.140 million and a Loan Agreement dated August 19, 2022. The aggregate outstanding principal balance of the Debtor to M&T Bank under the Term Loan is $2.2 million as of December 13, 2023 plus continuing interest, fees and expenses, and such balance is not subject to setoff, equitable subordination, or disallowance for any reason. The Debtor is indebted to M&T Bank pursuant to a Business Access Line of Credit Note dated August 19,2022 in the principal amount of $400,000. The Debtor's aggregate outstanding principal balance owed to M&T Bank under the Line of Credit is $400,000 as of December 13, 2023 plus continuing interest, fees and expenses, and such balance is not subject to setoff, equitable subordination, or disallowance for any reason. A hearing on the matter is set for April 10, 2024 at 10 a.m. A copy of the motion is available at https://urlcurt.com/u?l=uH3ap6 from PacerMonitor.com. About Leon Industries LLC Leon Industries LLC owns and operates a nitrile glove manufacturing facility in New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.Y. Case No. 23-11203) on December 13, 2023. In the petition signed by Jacomo Hakim, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Carl L. Bucki oversees the case. Arthur G. Baumeister, Jr., Esq., at BAUMEISTER DENZ LLP, represents the Debtor as legal counsel. LOCALOC INC: Seeks Access to SBA's Cash Collateral -------------------------------------------------- Localoc, Inc. asks the U.S. Bankruptcy Court for the District of Nevada for authority to use the cash collateral of the U.S. Small Business Administration. The Debtor requires the use of cash collateral to pay ordinary expenses necessary for operation of its business. The SBA may assert a secured interest in the Debtor's cash, including deposit accounts, which the Debtor needs to use to maintain and operate its business. Pre-petition, the Debtor obtained a loan from the SBA, which may be secured by essentially all of the Debtor's assets, including cash. The Debtor owes the SBA approximately $150,000. At the time the case was filed, the Debtor's personal property was valued at $29,590, which includes cash and cash equivalents of $6,100 and 90-days or less accounts receivable of $10,490. The Debtor's use SBA's cash collateral to maintain and operate the Debtor's business protects the SBA. The Debtor is also willing to grant the SBA a replacement lien against all cash received by the Debtor post-petition. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=FzHtkt from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $13,750 for April 2024; $18,250 for May 2024; and $19,300 for June 2024. About Localoc, Inc. Localoc, Inc. designs and manufactures various hair accessory products, which are sold direct to consumers, in Claires, at Walmart at through other retailers. The Debtor's products are also sold under the brand name Scunci, an unrelated company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-50287-hlb) on March 26, 2024. In the petition signed by David Silva, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Kevin A. Darby, Esq., at Darby Law Practice, represents the Debtor as legal counsel. LUCKY PENNY: Court OKs Cash Collateral Access Thru April 24 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized The Lucky Penny Collectables LLC to use cash collateral, on an interim basis, in accordance with the budget, through April 24, 2024. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee and payroll obligations incurred post-petition in the ordinary course of business; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by Fee Service. The Secured Creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. A continued hearing on the matter is set for April 24 at 2:30 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=co7jBg from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $5,525 for the week ending April 5, 2024; $13,066 for the week ending April 12, 2024; $5,250 for the week ending April 19, 2024; and $10,128 for the week ending April 26, 2024. About The Lucky Penny Collectables, LLC The Lucky Penny Collectables, LLC operates online retails stores on Amazon an Ebay which specialize in the sale of Disney and Universal Studios branded items. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:24-bk-00574-TPG) on February 6, 2024. In the petition signed by Gabriele Frontini, managing member, the Debtor disclosed up to $100,000 in total assets and $1 million in total liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. LUMENTUM HOLDINGS: S&P Downgrades ICR to 'B', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on optical and photonic products provider Lumentum Holdings Inc. to 'B' from 'B+'. S&P said, "The negative outlook reflects our expectation that customer demand will remain weak leading to very high leverage for Lumentum in fiscal 2024. Due to the uncertainty around the large inventory correction, we believe there is elevated risk of a downgrade if overall business, customer demand, or industry dynamics do not improve in fiscal 2025." End-customer demand remained weak in the first half of fiscal 2024 (ending June 2024), leading to worse-than-expected credit metrics. Lumentum has seen severe demand problems that weakened its financial performance in the first half of fiscal 2024. Telecom equipment providers have a severe inventory overhang, as they bought up too much inventory in 2022 and slowed spending beginning in 2023, leading to an overall weak demand environment. Lumentum also has to see through both the telecom service providers and network equipment manufacturer customers, which makes it very hard to accurately predict when inventory will be worked through. Due to U.S. export regulations, Lumentum had to stop the vast majority of remaining shipment to Huawei in December 2023, which we expect to cause about $50 million in lost revenue annually. Lumentum is also seeing product transition with its largest customer for its Cloud Light transceiver products. Both cloud and networking and industrial segments have decreased 25% year over year, leading Lumentum's revenue to decline in the high-20% area year over year in the first half of fiscal 2024. S&P expects weakened demand to cause Lumentum's revenue to decline more than 20% year over year in fiscal 2024. S&P said, "We believe the company's fiscal 2024 credit metrics will be very weak as demand remains soft among most of its segments due to large inventory overhang, revenue loss, and product transitions. We believe the second half of fiscal 2024 will be the trough for demand before it improves slowly over the subsequent few quarters. Because Lumentum's costs are highly fixed due to its manufacturing capabilities, the large decline in revenue will hamper its EBITDA margins below the 10% area in fiscal 2024. Due to these factors, we expect Lumentum's S&P Global Ratings-adjusted leverage will be very high above the 15x area in fiscal 2024. Also, the decrease in EBITDA will cause Lumentum to generate negative free operating cash flow (FOCF) of more than $50 million in fiscal 2024. "However, we do not believe Lumentum's overall business is broken from self-inflicted issues or competitive pressures. The company is supported by its large total liquidity of about $1.2 billion as of Dec. 30, 2023. We believe once demand improves, Lumentum's leverage will lower and FOCF generation will improve in fiscal 2025. "The negative outlook reflects our expectation that customer demand will remain weak, leading to very high leverage in fiscal 2024. Due to the uncertainty with the large inventory correction, we believe there is elevated risk of a downgrade if Lumentum's overall business, customer demand, or industry dynamics do not improve in fiscal 2025." S&P could downgrade Lumentum if: -- Inventory problems, competitive pressures, industry dynamics, or a tough macroeconomic environment continue to soften end-customer demand and lead to a sustained weaker business than what we currently expect in fiscal 2025; -- Lumentum uses the cash on the balance sheet for acquisitions or shareholder returns or weaker business causes negative FOCF such that it sustains total liquidity below the $800 million area; and -- EBITDA margins do not improve with the actioned cost savings plan or higher-margin product sales such that we believe it will sustain FOCF below the $30 million area. S&P could look to revise Lumentum's outlook if it sustains leverage below the mid-7x area. This could occur if it stabilizes its business performance, demand picks up from its large customer base, or it uses cash to pay down debt on its balance sheet. Environmental factors have a neutral consideration on S&P's credit rating of Lumentum. Through its manufacturing operations and supply chain, the company is exposed to various environmental risks from the use of hazardous materials and waste, as well as relatively high energy consumption factors that are inherent in hardware manufacturing. However, Lumentum tracks all of its environment metrics as its has published corporate sustainability reports for the last three years. Lumentum decreased its Scope 1 and Scope 2 emissions by 25% and doubled its sourcing of renewable electricity in fiscal 2023. Management and governance factors have a neutral consideration on our credit rating of Lumentum, reflecting management's experience, expertise, and ability to adjust business strategies in response to changing conditions. Social factors are also a neutral consideration in S&P's analysis. MA-KA-ROHN LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Ma-Ka-Rohn, LLC 4322 SW 73 Avenue Miami, FL 33155-4550 Business Description: Ma-Ka-Rohn is an online seller of macarons. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-13178 Judge: Hon. Robert A. Mark Debtor's Counsel: Christina Vilaboa-Abel, Esq. CAVA LAW, LLC 1390 South Dixie Highway Suite 1110 Coral Gables, FL 33146 Phone: +1(786) 675-6830 E-mail: eservice@cavalegal.com Total Assets: $290,085 Total Liabilities: $1,111,756 The petition was signed by Alexandra Montsarrat as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/M5BWENQ/MA-KA-ROHN_LLC__flsbke-24-13178__0001.0.pdf?mcid=tGE4TAMA MADISON TECHNOLOGIES: Incurs $10.8M Net Loss in Qtr. Ended March 31 ------------------------------------------------------------------- Madison Technologies Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss and comprehensive loss of $10.77 million on $0 of revenues for the three months ended Dec. 31, 2023, compared to a net loss and comprehensive loss of $2.54 million on $0 of revenues for the three months ended Dec. 31, 2022. As of March 31, 2023, the Company had $593 in total assets, $27.50 million in total current liabilities, and a total stockholders' deficit of $27.50 million. As at March 31, 2023, the Company had a $12,488,191 working capital deficit, compared to working capital deficit of $3,673,317 as at Dec. 31, 2022. The Company's working capital deficit increased primarily as a result of transferring ownership of Sovryn on Feb. 1, 2023. "We will require additional capital to meet our long- and short-term operating requirements. For the year ended December 31, 2022 and three months ended March 31, 2023, our principal source of liquidity was our cash that we obtained from borrowings. Our principal use of cash was to fund operations. We expect that the principal uses of cash in the future will be for continuing operations associated with rolling out the business plan and repayment of notes payable that are not converted into our Common Stock or renegotiated," Maison said in the Report. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1318268/000175392624000620/g084100_10q.htm About Madison Technologies Madison Technologies Inc. is seeking to create, develop and launch BlockchainTV ("BCTV"), the first-to-market 24/7 television broadcast and streaming communications network designed to bring the most up-to-date cryptocurrency information and entertainment to the masses in the U.S. and around the world. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Jan. 24, 2024, citing that the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. * * * This concludes the Troubled Company Reporter's coverage of Madison Technologies until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. MANCHESTER ST: Court OKs Cash Collateral Access Thru April 23 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut authorized Manchester ST LLC to use cash collateral on an interim basis, in accordance with the budget, with a 15% variance, through Aptil23, 2024. The U.S. Small Business Administration and the Debtor are parties to the loan and security agreement dated as of August 2020 in the original amount of approximately $100,000. ln order to secure the payment and performance of the loan, the Debtor granted Lender a security interest in and a lien on substantially all present and future personal property of the Debtor. As of the Petition date, the Debtor was indebted to and liable to the lender in the approximate amount of $100,000. As adequate protection for any diminution in value of the Prepetition Collateral in which Debtor has an interest, the Lender is granted a valid binding, continuing, enforceable, fully perfected, non-voidable first priority lien on, and security interest in, all postpetition collateral of the type and kind that constitutes the Lenders' Prepetition Collateral, in addition to all Postpetition Collateral that is not subject to valid, perfected, non-avoidable and enforceable liens in existence on or as of the Petition Date. To the extent of any diminution in value of the Prepetiton Collateral in which the Debtor has an interest resulting from any use of cash collateral, the use sale or lease of any other Prepetition Collateral, and the imposition of the automatic stay pursuant to 11 U.S.C. section 362, the Lender is granted allowed superpriority claims senior to all other administrative expense claims and to all other claims. A continued hearing on the matter is set for April 23 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=KnsXmN from PacerMonitor.com. About Manchester ST Manchester ST, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Conn. Case No. 24-20185) on March 7, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge James J. Tancredi presides over the case. Jefferson Hanna, III, Esq., represents the Debtor as legal counsel. META MATERIALS: KPMG LLP Raises Going Concern Doubt --------------------------------------------------- Meta Materials Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that KPMG LLP, the Company's auditor since 2020, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 28, 2024, Vaughan, Canada-based KPMG LLP, said, "The Company has suffered recurring losses and negative cash flows from operations and requires additional financing to fund its operations that raise substantial doubt about its ability to continue as a going concern." The Company has incurred net losses of $398.2 million and $79.1 million for the years ended December 31, 2023 and 2022, respectively, and has an accumulated deficit of $609.0 million as of December 31, 2023. As of December 31, 2023, the Company had a working capital deficit of $6.2 million (2022 – positive working capital of $2.9 million). In addition, the Company has incurred negative cash flows from operating activities of $42.2 million and $62.2 million for the years ended December 31, 2023 and 2022, respectively. Additionally, the Company is scheduled to hold a Special Meeting of Stockholders on April 15, 2024 to seek stockholder approval for an increase in the number of common stock authorized and available for issuance. If the stockholders do not approve this proposal at the Special Meeting, the Company will not have a sufficient number of common stock authorized, available and unreserved for issuance, which would prevent the Company from issuing any additional common stock for equity financing purposes. The Company's expectation of incurring operating losses and negative operating cash flows in the future, the need for additional funding to support its planned operations, and the risk that it may not receive approval to increase the number of common stock authorized and available for issuance raise substantial doubt regarding its ability to continue as a going concern for a period of one year after the date that these Consolidated Financial Statements are issued. "Management's plans to alleviate the events and conditions that raise substantial doubt include reduced spending, the pursuit of additional financing, and other measures to increase cash inflows. On June 6, 2023, our board of directors approved the Realignment and Consolidation Plan pursuant to which we have begun, but not yet completed, a process for increased focus on key applications with the greatest near-term revenue potential, and of realignment of our resources and structure for reduced operating expenses. There is no certainty that the Company will be successful in executing against the Realignment and Consolidation Plan, or whether the execution of any of the alternatives therein, individually or collectively, will be sufficient to alleviate the substantial doubt related to the Company continuing to operate as a going concern," the Company said. "Management has concluded the likelihood that our plan to successfully obtain sufficient funding, or adequately reduce expenditures, while possible, is less than probable because these plans are not entirely within our control. If we are unsuccessful in implementing the plan outlined above, we will be required to assess alternative forms of action, such as filing a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, which may allow us to operate while restructuring the business and debts under court supervision, with the aim of emerging as a financially healthier entity. Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least 12 months," the Company said. As of December 31, 2023, the Company had $55.2 million in total assets, $33.3 million in total liabilities, and 421.9 million in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/mrx9ezun About Meta Materials Inc. Nova Scotia, Canada-based Meta Materials Inc. is an advanced materials and nanotechnology company. It develops new products and technologies using innovative sustainable science. MIR SCIENTIFIC: $1.4MM DIP Loan from Iron Dome Has Interim OK ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized MIR Scientific, LLC and affiliates to use cash collateral and obtain postpetition financing, on an interim basis. The Debtors are permitted to obtain debtor-in-possession financing under a super-priority senior secured credit facility in an aggregate principal amount not to exceed $1.4 million with Iron Dome Investments Ltd. The Debtors are permitted to draw up to $700,000 under the DIP Facility upon entry of the Interim Order with the remaining balance available to be drawn upon entry of the Final Order. The DIP facility is due and payable on the earlier of: (i) one year from the date of the DIP Credit Agreement, (ii) the acceleration of the Loan by DIP Lender upon an Event of Default; and (iii) the closing of a sale of substantially all of the Borrower's assets. The principal amount of the Loan will bear interest at a rate of 8% per annum, with a default rate of 10% per annum. Proceeds of the DIP Facility and cash collateral will be used to: (a) pay the principal, interest, fees, expenses and other amounts payable and reimbursable under the DIP Documents or the Interim Order as such become due, including, without limitation, commitment fees and the fees and disbursements of the DIP Lender Professionals; (b) make permitted adequate protection payments; (c) provide financing for working capital and other general corporate purposes, including for bankruptcy-related costs and expenses; and (d) to fund the Carve Out Reserves, all to the extent provided in, and in accordance with, the Budget, the Interim Order and the DIP Documents. The Debtors are required to comply with these milestones: (a) On or before seven days after the Petition Date, the Bankruptcy Court must have entered the Interim Order; (b) On or before 14 days after the Petition Date, the Bankruptcy Court must have entered an order in form and substance reasonably acceptable to the DIP Lender, approving bidding and auction procedures with respect to the sale by the DIP Borrower of any, all or substantially all of the DIP Borrower's assets (c) On or before 30 days after the Petition Date, the DIP Borrower must have filed with the Bankruptcy Court a combined disclosure statement and chapter 11 plan; (d) On or before 30 days after the Petition Date, the Bankruptcy Court must have entered the Final Order; (e) On or before 45 days after the Petition Date, the DIP Borrower must conduct an auction for all or substantially all of its assets pursuant to the Bidding Procedures Order; (f) On or before 50 days after the Petition Date, the Bankruptcy Court must have entered an order or orders approving the sale(s) of all or substantially all of the DIP Borrower's assets; (g) On or before 60 days after the Petition Date, the Bankruptcy Court must have entered an order for conditional approval of the combined disclosure statement and chapter 11 plan; and (h) On or before 90 days after the Petition Date, the Bankruptcy Court must have entered an order confirming the DIP Borrower's combined disclosure statement and chapter 11 plan. The events that constitute an "Event of Default" include: (a) (i) Failure to pay principal or interest under the DIP Credit Agreement when due, whether at maturity, by acceleration or otherwise, or (ii) failure to pay, within (10) Business Days of the date due, any other amounts due thereunder; or (b) The default by DIP Borrower of any of the covenants, terms or provisions of the DIP Credit Agreement; and (c) Default of any other liability, obligation or undertaking of DIP Borrower under DIP Credit Agreement or under any other Loan Document or otherwise, which failure continues for 10 Business Days' after its occurrence (provided that if such default is not reasonably susceptible of cure within said 10 Business Day period, and DIP Borrower commences a cure of such default within said 10 Business Day period, and thereafter diligently pursues such cure, then an Event of Default will only occur if such failure continues for 30 days after its occurrence. The Debtors require the use of cash collateral to meet their near-term liquidity needs, such as funding payroll and operational expenses and maintaining favorable relationships with their vendors, suppliers, employees, and customers. In November 2020, Debtor miR Scientific, LLC issued a $20 million convertible promissory note in favor of South Lake One LLC. On April 19, 2023, the then outstanding amount of this convertible promissory note was split into two convertible promissory notes with a principal amount of $11.944 million each and issued to South Lake. One of these two convertible promissory notes was purchased by and transferred to Chutzpah Holdings Ltd. Chutzpah later converted its promissory note in September 2023 into equity in miR. South Lake still owns its convertible promissory note. On December 21, 2023, miR issued in favor of South Lake a $500,000 secured promissory note. Under the South Lake Secured Promissory Note, miR granted a security interest in substantially all of its assets as collateral for (i) its obligations under the South Lake Secured Promissory and (ii) its obligations related to $1.5 million of the principal amount under the Convertible South Lake Promissory Note. As of the Petition Date, the outstanding amount on account of the Convertible South Lake Promissory Note was approximately $12.916 million, including accrued and unpaid interest. The Convertible South Lake Promissory Note has a maturity date of April 19, 2025. As of the Petition Date, the outstanding amount on account of the South Lake Secured Promissory Note was approximately $510,356, including accrued and unpaid interest. On February 22, 2024, miR issued in favor of Iron Dome Investments Ltd. a Secured Promissory Note and Security Agreement with a principal amount of $325,000. As of the Petition Date, the outstanding amount on account of the Iron Dome Secured Promissory Note was approximately $326,282. The Prepetition Secured Parties are granted a variety of adequate protection to protect against the postpetition diminution in value of the cash collateral resulting from the use, sale, or lease of the cash collateral by the Debtors and the imposition of the automatic stay, including Adequate Protection Liens, Adequate Protection 507(b) Claims, and First Lien Adequate Protection Fees and Expenses. A final hearing on the matter is set for April 15, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=dnNNOM from PacerMonitor.com. About miR Scientific, LLC miR Scientific, LLC is a precision healthcare company committed to improving public health by transforming cancer management globally. The Company's proprietary miR Disease Management Platform was developed to revolutionize the standard of value-based care for cancers and initially focuses on urological cancers. miR Scientific, LLC and affiliate Huminn LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-12769) on March 15, 2024. In the petition signed by CEO Sam Salman, miR disclosed up to $10 million in assets and $50 million in liabilities. Judge Christine M. Gravelle oversees the case. Erin J. Kennedy, Esq., at Forman Holt, represents the Debtor as legal counsel. MITCHELL PURCHASING: Seeks Access to Medallion's Cash Collateral ---------------------------------------------------------------- Mitchell Purchasing Group, LLC asks the U.S. Bankruptcy Court for the Northern District of Mississippi for authority to use cash collateral and provide adequate protection. The Debtor requires use of cash collateral to fund the continued operation of its business and is entitled to an opportunity to reorganize and thereby fulfill the purpose of its business existence – the sales and servicing of outdoor power equipment, implements and accessories. Medallion Financial Service, LLC is the present first position lienholder of the floorplan for a variety of outdoor power equipment, i.e., mowers, implements, decks, accessories, sold by the Debtor. There is an approximate total sum of $109,230 currently owing by the Debtor to Medallion arising out of inadvertent out of trust sales. The present inventory secured by Medallion has a current market value of $427,219. There is a sufficient equity cushion in the inventory to adequately protect Medallion, and Debtor proposes an adequate protection payment equal to the contractual amount dueunder the floorplan upon sale, plus an additional $10,000 monthly to be applied to the delinquency resulting from prior inadvertent out of trust sales. In the event the Court determines that additional adequate protection is required, then Debtor will pay such additional sum as the Court may order to adequately protect the creditor. A copy of the motion is available at https://urlcurt.com/u?l=5C7LsY from PacerMonitor.com. About Mitchell Purchasing Group, LLC Mitchell Purchasing Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No. 24-10584-SDM) on February 29, 2024. In the petition signed by Bobby Mitchell Jr., sole member, the Debtor disclosed up to $500,000 in both assets and liabilities. Jeffrey A. Levingston, Esq., at Norquist & Levingston PLLC, represents the Debtor as legal counsel. MVK FARMCO: Prima Wawona Okayed to Exit Ch. 11 With $43Mil. Loan ---------------------------------------------------------------- Clara Geoghegan of Law360 reports that California stone fruit producer Prima Wawona is set to wind down its packing and distribution division, hand ownership of the reorganized company to creditors and leave bankruptcy after a Delaware bankruptcy judge agreed to approve its Chapter 11 plan Thursday, March 28, 2024. About MVK FarmCo MVK FarmCo, LLC and its affiliates -- https://prima.com/ -- are providers of stone fruit, operating an integrated network of farms, ranches and packaging facilities. Founded in 1999 and headquartered in Fresno, Calif., the Debtors cultivate approximately 18,000 acres of land nestled throughout the San Joaquin Valley. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11721) on Oct. 13, 2023. John Boken, chief executive officer, signed the petitions. At the time of the filing, the Debtors reported consolidated assets of $500 million to $1 billion and consolidated liabilities of $1 billion to $10 billion. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local counsel; Houlihan Lokey as investment banker; and Stretto, Inc., as claims and noticing agent. AP Services, LLC, provides interim management and restructuring support services to the Debtors. MYOMO INC: Appoints Heather Getz to Board of Directors ------------------------------------------------------ Myomo, Inc. announced the appointment of Heather Getz as a Class II director and chair of its audit committee effective March 26, 2024, to serve until the 2025 annual meeting of stockholders. With this appointment, Myomo has seven directors. Ms. Getz brings more than 25 years of corporate experience creating long-term value through financial, general management, and healthcare leadership. She has significant expertise in finance, reimbursement, investor relations, compliance, M&A and strategic planning. "We welcome Heather to the Myomo board of directors," said Paul R. Gudonis, chairman and chief executive officer of Myomo. "She brings financial and operational experience in scaling medical device and technology companies, which will be valuable to the board of directors as Myomo accelerates its growth." Ms. Getz currently holds the position of executive vice president and chief financial and operations officer of Butterfly Network Inc. (NYSE: BFLY), a digital health company that is transforming care with handheld, whole-body ultrasound. For the 12 years prior to Butterfly Network, Ms. Getz was the chief financial and administrative officer of BioTelemetry where she was responsible for all aspects of company financial, investor relations, human relations, legal and compliance functions, and worked extensively in strategic planning. She has also held leadership positions at VIASYS Healthcare, Alita Pharmaceuticals and Healthy.io. "I am excited to join the Myomo board at such a pivotal time in the company's history. I am very impressed by the technology and how it has been used to restore function in the paralyzed or weakened arms and hands of individuals that have suffered injury so that they can return to work, live independently and reduce their cost of care," said Ms. Getz. "I look forward to working with the team to further accelerate the company's already impressive growth." Ms. Getz holds Master of Business Administration and a Bachelor's degree in accountancy from Villanova University. She is a certified public accountant and a member of the American Institute of Certified Public Accountants (AICPA), the Pennsylvania Institute of CPAs (PICPA), the National Investor Relations Institute (NIRI) and the National Association for Corporate Directors (NACD). About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurologicaldisorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $8.15 million in 2023, a net loss of $10.72 million in 2022, and a net loss of $10.37 million in 2021. NAVIENT CORP: Moody's Affirms 'Ba3' CFR, Outlook Stable ------------------------------------------------------- Moody's Ratings has affirmed Navient Corporation's Ba3 corporate family rating and Ba3 senior unsecured debt ratings. The outlook remains stable. RATINGS RATIONALE The affirmation of Navient's Ba3 long-term ratings reflects the company's predictable but declining earnings from its Federal Family Education Loan Program (FFELP) portfolio and the strong asset quality of its private education loan portfolio. The ratings affirmation also takes into account the transformation of Navient's business model, which includes management's recent decision to outsource the servicing of its student loan assets to Missouri Higher Education Loan Authority (MOHELA) and explore strategic options for its Business Process Servicing (BPS) segment including a possible sale. Moody's expects both actions to benefit the company's cost structure. If executed well, Moody's believes these actions are a credit positive, as they should result in moderately better profitability as servicing unit economics continue to erode with the shrinking of the company's FFELP portfolio. Moody's also believes exiting student loan servicing should reduce the company's exposure to regulatory risk, which has created uncertainty through the various legal and regulatory actions taken against it over the years. Navient reported net income of $228 million in 2023, down sharply from $645 million in 2022. The decline in net income was driven by a 14% decline in average loans, lower gains from hedging activities, an increase in the loan loss provision, and a $73 million reserve established to reflect management's best estimate of a settlement of the Consumer Financial Protection Bureau's (CFPB) lawsuit against the company. Over the past couple of years, prepayments in the FFELP portfolio have accelerated due to borrowers consolidating their loans into the Direct Loan Program (DLP) in order to become eligible to participate in loan forgiveness and more favorable income-based repayment programs. Moody's expects Navient's net interest spread to decline in 2024, particularly if Federal Reserve rate cuts are deeper and faster due to repricing lags on the company's debt. Moody's considers Navient's greatest risk to be managing the timing of the cash flows from the loan portfolios with its unsecured debt maturities. As the FFELP and legacy private education loan portfolios have declined over the past decade, Navient has meaningfully reduced its senior unsecured debt, which stood at $5.9 billion as of December 31, 2023 compared to $17.4 billion as of December 31, 2014. As its net income to outstanding unsecured debt is modest, the company will repay unsecured debt largely from the return of overcollateralization from securitization trusts, which stood at $5.1 billion as of December 31, 2023. The company has fairly manageable unsecured debt maturities over the next three years of $500-$550 million per year, which Moody's views as manageable in light of current cash liquidity, expected cash flows from the securitization trusts, and contingent liquidity capacity. Navient's asset quality remains a credit strength and has been fairly stable over the past year, contrasting with other consumer loan asset classes that have deteriorated. Roughly two-thirds of Navient's $55.5 billion student loan portfolio as of December 31, 2023 consisted of FFELP loans that are at least 97% insured by the Government of United States (depending on the year of origination). Charge-offs are just basis points, even though FFELP loan delinquency and forbearance rates are historically much higher than for private student loans. Likewise, the company's private education loans are either highly seasoned (legacy) or refinanced loans that it has originated through its Earnest platform. These loans are viewed as high quality loans to largely graduate school borrowers with high credit scores and six figure incomes. Moody's expects modest credit deterioration following the resumption of federal student loan payments in September 2023 and a moderate increase in US unemployment, but for credit losses to remain at the lower end of historical ranges. Navient's tangible common equity to tangible asset ratio (TCE ratio) was a very low 3.4% as of December 31, 2023, but is distorted by the FFELP portfolio, which requires little capital given the modest credit risk from the Government of United States credit guarantee and interest rate floors. If one adjusts for the FFELP portfolio and assumed 50 basis points of capital (adjusted TCE ratio), Navient's adjusted TCE ratio was 8.3% as of December 31, 2023. Management targets maintaining this ratio between 8% and 9%, although longer-term this will largely depend on the relative loan origination growth of refinanced private education loans on which it holds 5% capital, and in-school private education loans on which it holds 10% capital. Moody's expects the company to maintain its adjusted TCE ratio above 8% over the next 12-18 months. The CFPB and several state attorneys general filed civil suits several years ago alleging that Navient violated federal consumer financial laws in servicing federal and private student loans, of which the company has settled the state AG suits and has only the CFPB lawsuit still outstanding. There appears to have been some progress made in the second half of 2023 toward a legal settlement with the establishment of a $73 million reserve and disclosure for the first time in Navient's SEC filings of an estimated possible loss of between zero and $250 million. Moody's believes a loss at the higher end of the range, although a credit negative, would be manageable for the company. However, despite the reasonably possible loss estimate, there is still risk that there will not be a settlement and an adverse legal judgement could be considerably higher than Navient's estimate. Nonetheless, because of the improved visibility on the potential dollar amount of a settlement of the CFPB litigation in addition to Moody's view that Navient's exiting of student loan servicing reduces political and regulatory risk, Moody's changed Navient's issuer profile score (IPS) for social risks to S-4 from S-5, and credit impact score (CIS) to CIS-3 from CIS-4 under its ESG framework. Despite these changes, other risks have emerged as it relates to the transition of Navient's business model and execution of its strategic plan. Over the past couple of years, an activist investor, Sherborne Investors Management LP (Sherborne), has built a 26% ownership stake in Navient and has received Board representation. Moody's believes the influence of Sherborne has resulted in meaningful changes both in senior management (a new CEO was appointed last year) and changes in strategic direction such as its decision to outsource loan servicing and assess strategic options for BPS. Sherborne has not taken actions to date that would seem to favor equity investor interests over creditors, but Moody's will continue to monitor Sherborne's and management's actions, and to the extent future actions benefit shareholders to the detriment of creditors, it could result in negative ratings pressure. This is a key consideration in Moody's maintaining a G-3 IPS score under its ESG framework. The stable outlook reflects Moody's expectation that Navient will maintain strong asset quality, stable earnings, and moderate leverage, and that it will generate sufficient cash flow and maintain adequate liquidity to meet its unsecured debt maturities 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 effectively executes its strategic plan to meaningfully improve its efficiency and cost structure, while demonstrating sustained growth in profitability from loans originated on the Earnest platform and maintaining strong asset quality, moderate leverage, and sufficient liquidity. The ratings could be downgraded if the runoff of Navient's FFELP portfolio substantially exceeds or falls below current payment assumptions, resulting in a shortfall in liquidity needed to repay upcoming debt maturities. The ratings could also be downgraded if asset quality on its private education loans deteriorates sharply or its adjusted tangible equity ratio falls below 8% for a sustained period. Finally, negative ratings pressure could occur if the outcome of the CFPB is materially worse than management's current estimate range. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. NEXTERA ENERGY: S&P Affirms 'BB' ICR on New Modifier Assessment --------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on NextEra Energy Partners L.P. (NEP) following the assignment of the new M&G assessment. The stable outlook reflects S&P's expectation that leverage will increase but be about 5.5x-5.7x by 2025. S&P expects adjusted funds from operations (FFO) to debt of about 15.5%-16.5%. S&P said, "S&P Global Ratings assigned a new M&G modifier assessment of neutral to NEP. The action follows the revision to our criteria for evaluating the credit risks presented by an entity's M&G framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can affect an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. "While the two scales are not directly comparable, as we have revised both the name and definition of descriptors under the new criteria, we reviewed the company driven by the streamlining of the subfactors from 15 to 5 under the new criteria. Our M&G assessment of neutral reflects management and governance practices that may have some positive aspects but are overall neutral for credit risk for NEP." All other ratings on NEP are unchanged. S&P said, "The stable outlook reflects our view that NEP's assets will continue to operate under long-term contracts with mostly investment-grade counterparties and generate predictable cash flows to support the company's debt obligations. Importantly, we viewed the STX pipeline sale and the refinancing of near-term 2024 maturities as important credit drivers. Both of these have been completed ($750 million refinancing in Dec. 2023 and STX sale closed Dec. 28, 2023). "We expect the company to continue to make acquisitions at a measured pace that expand and diversify the existing portfolio. We see NEP's financial risk profile as highly leveraged, reflecting our expectation that leverage will increase and be about 5.5x-5.7x by 2025. We expect adjusted FFO to debt of about 15.5%-16.5%. "We would lower the rating if we expected S&P Global Ratings-adjusted leverage to exceed 6x or adjusted FFO to debt to fall below 12%. This could result from a failure to convert its convertible equity portfolio financing (CEPF), leading to a loss of cash flow, or significantly lower cash flows from the company's projects because of poor operating performance, or from higher-than-expected operating costs. We expect that a $500 million convertible maturity will be repaid with cash on hand. We will review NEP's liquidity to ensure that it has adequate funds to meet its 2025 CEPF payments. We note the company still maintains a 5% to 6% distributions growth expectation, which we see as claims to cash flow that could otherwise go to retire debt or fund CEPF conversions. In addition, wind resource risk could be yet another reason for underperformance that could result in a lower rating. "While unlikely at this time, we would raise the rating on NEP if the company maintained S&P Global Ratings-adjusted debt to EBITDA comfortably below 5x and adjusted FFO to debt of at least 18% on a consistent basis. Among other requirements, there is no upside potential to ratings unless we have visibility into future CEPF conversions." NOBLE HEALTH II: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee for Region 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Noble Health Real Estate II, LLC. About Noble Health Real Estate II Noble Health Real Estate II, LLC, is engaged in activities related to real estate. The Debtor is based in Fulton, Mo. Noble Health Real Estate II filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20100) on March 3, 2023. In the petition signed by Zev M. Reisman, general manager and corporate secretary, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Dennis R. Dow presides over the case. The Debtor tapped Berman, DeLeve, Kuchan & Chapman, LLC as bankruptcy counsel and CFGI as restructuring advisor. Joseph Baum, a partner at CFGI, serves as the Debtor's chief restructuring officer. NOBLE HEALTH: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The U.S. Trustee for Region 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Noble Health Real Estate, LLC. About Noble Health Real Estate Noble Health Real Estate, LLC, is engaged in activities related to real estate. It owns a building located at 10 Hospital Drive, Fulton, Mo., valued at $7.9 million. Noble Health Real Estate filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20051) on Feb. 10, 2023, with $7,900,000 in assets and $4,869,845 in liabilities. Zev M. Reisman, general manager and corporate secretary of Noble Health Real Estate, signed the petition. The Debtor tapped Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC as counsel and Joseph Baum at CFGI as chief restructuring officer. NXT ENERGY: Releases 2023 Q4, Full-Year Financial Results --------------------------------------------------------- NXT Energy Solutions Inc. announced the Company's financial and operating results for the quarter and year ended Dec. 31, 2023 as well as significant subsequent events. Financial and Operating Highlights Key financial and operational highlights are summarized below: * during the fourth quarter, the Company commenced the Turkish SFD Survey for an independent oil and gas exploration company in Turkiye; * the Company recorded SFD-related revenues of approximately $2.15 million; * a total of US$1.15 million (CDN$1.58 million) of cash was received from the convertible debentures that were previously announced on Nov. 9, 2023; * cash at Dec. 31, 2023 was approximately $0.40 million; * net working capital was approximately ($1.86) million at Dec. 31, 2023 versus approximately ($3.47) million at Sept. 30, 2023; * a net loss of $0.43 million was recorded for Q4-23, including stock-based compensation expense ("SBCE") and amortization expense of approximately $0.50 million; * a net loss of approximately $5.45 million was recorded for YE-23, including SBCE and amortization expense of approximately $1.97 million; * net loss per common share for Q4-23 was $0.01 per share (basic and diluted); * net loss per common share for YE-23 was $0.07 per share (basic and diluted); * cash flow used in operating activities was approximately $1.47 million during Q4-23 and $4.83 million in the 2023 financial year; and * general and administrative ("G&A") expenses decreased by approximately $0.04 million (5%) in Q4-23 as compared to Q4-22 and G&A expenses decreased by approximately $0.32 million (8%) in YE-23 as compared to YE-22. Key financial and operational highlights occurring subsequent to Dec. 31, 2023 are summarized below: * NXT completed the Turkish SFD Survey, delivered the final results thereof to its Turkish customers and completed the integration of SFD data with such customers' existing geological and geophysical data; * The Debentures were finalized for a total of US$1.87 million (CDN$2.54 million). US$0.72 million (approximately CDN$0.97 million) of that was received in January 2024; * NXT and HULOOLQ LTD. (known as "Qamia"), an Abu Dhabi based start-up focused on "deep tech" disruptive technologies, entered into a sales agency agreement covering the United Arab Emirates; and * On March 22, the Company extended its lease on its aircraft for an additional three years as a capital lease. Under the terms of the lease, the Company will own the aircraft at the end of the term. Bruce G. Wilcox, Interim CEO of NXT, stated, "My hope is that 2023 will be looked back upon as a watershed moment for the Company as we continue efforts to increase revenues, and ultimately enhance shareholder value. In May 2023, NXT announced a strategic alliance partnership with Synergy E&P Technologies Limited which included an exclusive license to market and distribute NXT's SFD solutions in Africa. In September 2023, NXT announced its first SFD survey contract in Turkiye. In October 2023, the Company was a finalist for Best Exploration Technology at the World Oil 2023 Gulf Energy Excellence Awards in Houston. Most recently, a new sales agency agreement was announced with HULOOLQ LTD. (known as "Qamia"), an Abu Dhabi based start-up focused on "deep tech" disruptive technologies, which covers the United Arab Emirates. Through our collective efforts on these and other strategic initiatives, I have increased confidence 2024 should bode well for the future of the Company. On behalf of our Board of Directors and the entire team at NXT, I want to thank all of our shareholders for their continued support." About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy a net loss and comprehensive loss of C$6.73 million in 2022, a net loss and comprehensive loss of C$3.12 million in 2021, a net loss and comprehensive loss of C$6.03 million in 2020. As of March 31, 2023, the Company had C$15.24 million in total assets, C$3.06 million in total liabilities, and C$12.18 million in shareholders' equity. Calgary, Canada-based KPMG LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company's current and forecasted cash and cash equivalents and short-term investments position are not expected to be sufficient to meet its obligations which raises substantial doubt about its ability to continue as a going concern. ONE MORE RECOVERY: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------- One More Recovery, LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, for authority to use cash collateral and provide adequate protection. The Debtor uses cash on hand and cash flow from operations to fund payroll, materials, supplies, and other general operational needs. The Debtor's primary secured creditors a handful of merchant cash advance lenders, which are Fora Financial, Velocity Capital Group, and Channel Partners. Each of the Secured Lenders recorded UCC-1s through a third-party representative. As such, the Debtor, is unable to discern which filing applies to which Secured Lender. Secured Lenders assert they are secured by a lien on and security interest in substantially all of Debtor'’s Equipment, Accounts and Inventory. As adequate protection, the Secured Lenders will be granted post-petition security interests equivalent to a lien granted under 11 U.S.C. Sections 364(c)(2) and (3). A copy of the motion is available at https://urlcurt.com/u?l=ikPsRN from PacerMonitor.com. About One More Recovery LLC One More Recovery LLC is a towing service provider in Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-30808) on March 22, 2024. In the petition signed by Tana Patterson, owner, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the case. Robert T DeMarc, Esq., at DeMarco Mitchell, PLLC, represents the Debtor as legal counsel. ONEMAIN HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings has affirmed OneMain Holdings, Inc.'s (OneMain) Ba2 long-term corporate family rating. At the same time, Moody's affirmed OneMain Finance Corporation's Ba2 issuer and senior unsecured ratings. The outlook remains stable. RATINGS RATIONALE The ratings affirmation reflects OneMain's sound financial position and solid profitability, notwithstanding a difficult operating environment for non-prime consumer lenders. OneMain also benefits from strong liquidity management and adequate capitalization. At the same time, the rating action reflects a weakening of asset quality as delinquencies and charge-offs have risen over the past 18 months to levels above the company's historical average. OneMain has responded to these trends by tightening its underwriting and consequently, more recent loan vintages have exhibited similar losses to loans originated between 2016 and 2018, a positive trend. OneMain continues to exhibit strong liquidity management, a ratings strength and a positive differentiator relative to non-prime consumer finance company peers. OneMain seeks to maintain sufficient liquidity to meet all financial obligations for at least 24 months, a benefit to creditors. As of December 31, 2023, OneMain held approximately $10.7 billion of primary liquidity (i.e., cash & cash equivalents, unencumbered personal loans, and undrawn capacity on its unsecured corporate revolver) against approximately $8.1 billion of total corporate debt. The company also has access to 16 revolving conduit facilities with a total undrawn borrowing capacity of $6.4 billion. Additionally, with $21.3 billion of net finance receivables, OneMain is the largest non-prime consumer lender among rated peers, evidence of the firm's strong franchise position. Moody's believes that there are elevated asset risks related to the company's non-prime consumer borrower base. OneMain's ratio of net charge-offs to average gross loans and leases has risen each of the past two years, with a reported metric of 7.4% for 2023, significantly higher than pre-pandemic levels of approximately 6%. Risks related to looser underwriting were compounded by high inflation and the exhaustion of pandemic-era stimulus, driving higher loan losses. OneMain responded by tightening underwriting standards during the middle of 2022, and subsequent vintages have generally performed in line with historical trends. OneMain maintains a solid level of total loss-absorbing capital despite the rise in credit losses, although its capital is skewed more toward the loan loss reserve rather than equity capital following the implementation of Current Expected Credit Loss (CECL) accounting in 2020. However, the company's capacity to absorb potential credit losses is relatively unchanged post-CCEL implementation. As of December 31, 2023, OneMain's level of tangible common equity plus reserves relative to tangible managed assets was 18.3%. The stable outlook reflects Moody's expectation that OneMain will maintain solid financial performance with respect to its liquidity management and profitability, while net charge-offs revert back to historical norms over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS OneMain's ratings could be upgraded if the firm improves its capitalization such that the ratio of tangible common equity plus loan loss reserves to tangible managed assets is at least 25%, while maintaining good financial performance with a return on assets above 3.5%, net charge-offs below 6.5% of average loans, and while continuing to successfully develop its credit card and auto businesses without increasing the risk appetite of the firm. OneMain's ratings could be downgraded if: 1) the firm's profitability and/or asset quality metrics deteriorate evidenced by return on assets below 2% and/or net charge-offs persistently above 7.5%; 2) Moody's observes an increase in the risk or leverage appetite of the firm; or 3) Moody's believes OneMain will not maintain its liquidity position. LIST OF AFFECTED RATINGS Issuer: OneMain Holdings, Inc. Affirmations: Corporate Family Rating, Affirmed Ba2 Outlook Actions: Outlook, Remains Stable Issuer: OneMain Finance Corporation Affirmations: Issuer Rating, Affirmed Ba2 Backed Senior Unesured Shelf, Affirmed (P)Ba2 Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba2 Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 Outlook Actions: Outlook, Remains Stable Issuer: AGFC Capital Trust I Affirmations: Backed Pref. Stock, Affirmed B1 (hyb) Outlook Actions: Outlook, Remains Stable The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. PEKIN COUNTRY: Court OKs Cash Collateral Access Thru April 30 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of Illinois, Peoria Division, authorized Pekin Country Club, Inc. to use the cash collateral of Morton Community Bank, on an interim basis, in accordance with the budget, through April 30, 2024. As adequate protection, MCB is granted an interim post-petition lien on the Debtor's post-petition receivables and a lien against the Debtor-In-Possession deposit accounts to replace the loss of any pre-petition accounts receivable and deposit accounts. The Replacement Lien will be subject to a carve-out, not to exceed the sum of $7,500, to protect payment of allowed Subchapter V trustee compensation pursuant to application and allowance by the bankruptcy court. A further telephonic hearing on the matter is set for April 30 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=LxIfBO from PacerMonitor.com. About Pekin Country Club, Inc. Pekin Country Club, Inc. operates a golf course, restaurant and swimming pool as part of its country club facility located at 310 Country Club Drive, Pekin, Illinois. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Ill. Case No. 24-80164) on March 11, 2024. In the petition signed by Matthew Taphorn, President/Designated Bankruptcy Representative, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Peter W. Henderson oversees the case. Sumner A. Bourne, Esq., at Rafool & Bourne, P.C., represents the Debtor as legal counsel. PENSKE AUTOMOTIVE: Moody's Affirms Ba1 CFR, Outlook Remains Stable ------------------------------------------------------------------ Moody's Ratings affirmed all ratings of Penske Automotive Group, Inc. including its Ba1 corporate family rating, Ba1-PD probability of default rating and Ba3 senior subordinated notes rating and maintained the stable outlook. The speculative grade liquidity rating (SGL) remains unchanged at SGL-2. The affirmation reflects Penske's strong credit metrics, meaningful scale, geographic diversity, balanced financial strategy and good liquidity. The affirmation also reflects that gross profit per vehicle is likely to migrate toward pre-pandemic levels over time as inventory grows but that Penske will be able to maintain moderate leverage and good liquidity despite the gross profit pressure. RATINGS RATIONALE Penske's Ba1 corporate family rating considers its position as one of the world's largest automotive retailers with a balance between its US and International divisions. Penske also benefits from a diverse business model outside of auto retail, including retail commercial truck, other vehicles and distribution as well as a 28.9% ownership stake in Penske Truck Leasing Co., L.P. (Baa2, stable). The rating also reflects Penske's balanced financial strategy that is supportive of moderate leverage and good liquidity. To this end, Moody's expect acquisitions to remain a part of the company's growth strategy but in a prudent and balanced manner and across various platforms. Strained vehicle availability continues to present some degree of uncertainty throughout the industry although Penske has proved adept at managing its gross profit per vehicle and costs such that profitability has benefited from vehicle shortages. However, Moody's would expect this same level of discipline to be followed as vehicle inventories grow and gross profit per vehicle migrate towards pre-pandemic levels over time. The stable outlook reflects Moody's view that Penske has the ability to successfully manage the deterioration in gross profit per vehicle as inventories normalize such that credit metrics will remain solid and liquidity will remain good. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if operating performance, particularly margin per vehicle is sustained and financial strategy remains balanced such that debt to EBITDA is maintained below 3.5 times and EBIT to interest is sustained above 5 times. An upgrade would also require at least good liquidity. Penske would also have to demonstrate a commitment to a financial strategy consistent with an investment-grade rating. Ratings could be downgraded if operating performance weakened or financial strategy turned more aggressive resulting in a sustained deterioration in credit metrics with debt to EBITDA above 4.75 times or EBIT to interest below 3.5 times. A deterioration in liquidity for any reason could also negatively impact the ratings or outlook. Headquartered in Bloomfield Hills, MI, Penske Automotive Group is a leading global retailer of automobiles and light trucks. It is approximately 50% owned by Penske Corporation, 19.9% by Mitsui & Co., Ltd., with the remaining publicly traded. In turn, Roger S. Penske, Sr., the Chairman and Chief Executive Officer of Penske Automotive Group, is a principal owner of Penske Corporation and owns approximately 51.4% of Penske' outstanding stock. As of year-end 2023, Penske operated 147 franchise dealerships in the US and 189 internationally, with representation of over 35 different brands and 19 used car dealership locations under the CarShop brand. Penske's FYE 2023 revenue was about $29.5 billion. The principal methodology used in these ratings was Retail and Apparel published in November 2023. PIGEONLY INC: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada authorized Pigeonly, Inc. dba Fotopigeon to use cash collateral on an interim basis, in accordance with the budget, with a 15% variance, pending a final hearing set for May 7, 2024 at 10 a.m. As adequate protection, U.S. Eagle Federal Credit Union will receive valid and perfected replacement security interests in and liens upon the Debtor's assets and property, and proceeds thereof, but in all events, only to the extent of: (i) any post-petition decrease in value of its properly perfected security interests resulting from the use of cash collateral herein, and (ii) to the extent of its pre-petition properly perfected security interest in and to any of Debtor's property. A copy of the order is available at https://urlcurt.com/u?l=2BwPJ7 from PacerMonitor.com. About Pigeonly Inc. Pigeonly Inc. offers products that address and solve communication barriers between inmates. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-10355) on January 26, 2024, with $500,001 to $1 million in assets and $1,000,001 to $10 million in liabilities. Judge Natalie M. Cox oversees the case. Rulon J. Huntsman, Esq., represents the Debtor as legal counsel. PLANT BAE: Seeks to Use Cash Collateral --------------------------------------- Plant Bae, LLC asks the U.S. Bankruptcy Court for the Middle District of Alabama for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral for administrative, general and necessary costs and expenses including, but not limited to, services, utilities, taxes, rent, supplies, fuel, payroll, insurance, and miscellaneous expenses relative to the operating of a timber harvesting or logging business. The Debtor has suffered financial problems that began due to the negative economic impacts of the COVID Pandemic. The Debtor's business was shut down during COVID for several months, causing the Debtor to fall behind on obligations. The Debtor was forced to take on high interest loans, which increased the financial issues. Recently, the Debtor received notice that the State of Alabama Department of Revenue intends to place a lock on the door of the business due to past due taxes. Based upon information available at this time through the records of the Alabama Secretary of State, the following entities acquired or may have acquired security interests in, among other property, Debtor's cash and cash equivalents: a. ADOR/Sales and Use Tax Division UCC-1 Filed May 24, 2023 b. ADOR/Sales and Use Tax Division UCC-1 Filed March 1, 2023 c. ADOR/Sales and Use Tax Division UCC-1 Filed June 26, 2023 d. ADOR/Sales and Use Tax Division UCC-1 Filed July 27, 2023 e. ADOR/Sales and Use Tax Division UCC-1 Filed December 27, 2023 f. Quick Bridge Funding, LLC UCC-1 Filed February 12, 2024 As of the Petition Date, the Debtor's account reflected that approximately $3,500 was on deposit with PNC Bank. This amount takes into consideration a deposit that was made on the Petition Date. The Debtor proposes that adequate protection to these identified entities includes a replacement lien on Debtor's post-petition receivables and projected positive cash flow. A copy of the motion is available at https://urlcurt.com/u?l=XJ2PFI from PacerMonitor.com. About Plant Bae, LLC Plant Bae, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-30639) on March 22, 2024. In the petition signed by Quebe Merritt, member, the Debtor disclosed up to $50,000 in assets and up to $100,000 in liabilities. Paul D. Esco, Esq., at Paul D. Esco, Attorney at Law, LLC, represents the Debtor as legal counsel. PREDICTIVE ONCOLOGY: BDO USA Raises Going Concern Doubt ------------------------------------------------------- Predictive Oncology Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that BDO USA, P.C., the Company's auditor since 2023, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 28, 2024, Minneapolis, Minnesota-based BDO USA, P.C., said, "The Company has suffered recurring losses from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern." The Company has incurred significant and recurring losses from operations for the past several years and, as of December 31, 2023, had an accumulated deficit of $167,761,883. The Company had cash and cash equivalents of $8,728,660 as of December 31, 2023 and needs to raise significant additional capital to meet its operating needs. The Company's short-term obligations as of December 31, 2023 were $3,951,031, consisting primarily of aggregate accounts payable and accrued expenses of $2,973,729 and operating lease obligations of $517,427. As of December 31, 2023, the Company also had a short-term note payable of $150,408 that bears interest at an annual percentage rate of 9.25% and long-term operating lease obligations of $2,188,979 with a weighted average remaining lease term of 3.99 years. The Company does not expect to generate sufficient operating revenue to sustain its operations in the near term. During the year ended December 31, 2023, the Company incurred negative cash flows from operations of $13,189,390 and a net loss of $13,983,967, compared to a net loss of $25,737,634 for the year ended December 31, 2022. Although the Company has attempted to improve its operating margin by bolstering revenues and curtailing expenses and continues to seek ways to generate revenue through business development activities, there is no guarantee that the Company will be able to improve its operating margin sufficiently or achieve profitability in the near term. These conditions raise substantial doubt about the Company's ability to continue as a going concern within the next 12 months. The Company is evaluating alternatives to obtain the required additional funding to maintain future operations. These alternatives may include, but are not limited to, equity financing, issuing debt, entering into other financing arrangements, or monetizing operating businesses or assets. These possibilities, to the extent available, may be on terms that result in significant dilution to the Company's existing stockholders or that result in the Company's existing stockholders losing part or all of their investment. Despite these potential sources of funding, the Company may be unable to access financing or obtain additional liquidity when needed or under acceptable terms, if at all. If such financing or adequate funds from operations are not available, the Company would be forced to limit its business activities and the Company could default on existing payment obligations, which would have a material adverse effect on its financial condition and results of operations, and may ultimately be required to cease its operations and liquidate its business. As of December 31, 2023, the Company had $14,417,249 in total assets, $6,145,469 in total liabilities, and $8,271,780 in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/3c9wms6f About Predictive Oncology Pittsburgh, Pennsylvania-based Predictive Oncology Inc. is a knowledge and science-driven company that applies artificial intelligence to support the discovery and development of optimal cancer therapies, which can ultimately lead to more effective treatments and improved patient outcomes. PRIDE GROUP HOLDINGS: Seeks Chapter 15 to Restructure Debt ---------------------------------------------------------- Today's Trucking reports that Pride Group reports that Pride Group Holdings has sought creditor protection under the Companies' Creditors Arrangement Act (CCAA), after lender Mitsubishi HC Capital America filed a claim this week seeking damages of approximately US$100 million. Three lawsuits on behalf of the Mitsubishi HC Capital named Sulakhan 'Sam' Johal and Jasvir Johal, accusing them of taking out credit lines to build inventories for Pride Truck Sales and Tpine Leasing. It accused them of defaulting on payments they had personally guaranteed. The claims have not been proven in court. Mistubishi HC Capital Canada, the Canadian arm of the lender, refused comment when asked about the lawsuit the morning of March 28, 2024. Later that night, after being asked by TruckNews.com to respond to the lawsuit, Pride Group issued a press release, indicating it had sought and obtained creditor protection under CCAA. Under the Act, they'll receive a stay of proceedings for a period of 10 days, subject to extension. The press release says "Certain companies in the Pride Group will file case under the Chapter 15 and Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Chapter 15 Cases") seeking recognition of the CCAA proceedings within the territorial jurisdiction of the United States and other related relief." "We have taken these steps to commence the CCAA proceedings and to seek recognition under the Chapter 15 cases so that we can maintain our current operations, stabilize our business, establish governance controls and monitoring, and develop a plan to restructure for the benefit of our stakeholders. We believe this is in the best interests of all of our employees, customers, business partners and other stakeholders," the company said in the release. The company said it will be "business as usual" during the proceedings. "We do not anticipate any disruption to the products and services we provide," it said. Pride says it will take the time the law affords it to "reorganize and/or restructure its businesses to address short- and long-term goals. We are optimistic and confident that the Pride Group will emerge from these proceedings as a stronger company with stronger overall financial health." Pride Group Logistics ranked as the 20th largest Canadian for-hire trucking company in the 2023 Today's Trucking list of the Top 100 fleets. It operated a fleet of 14 straight trucks, 724 tractors and 2,411 trailers as well as 14 terminals. Pride Group also ran businesses offering new and used truck and tractor sales, truck leasing, financing, logistics, maintenance and fuel sales. Its founders, Sam and Jas Johal launched the business with one location as a used truck retailer and now operate more than 50 locations in the U.S. and Canada. "After the pandemic, the North American trucking industry experienced a significant downturn that negatively impacted transportation asset values and increased delinquencies in the leasing business," the company indicated in its release. For its part, Hitachi Capital America says Sam and Jasvir Johal personally guaranteed loans it made to the company to fund equipment purchases for Pride Truck Sales and Tpine Leasing Capital in the U.S. It filed suits from three states – New York, Connecticut, and Illinois – seeking damages of US$89 million, US$2.17 million in New York and Connecticut, respectively. The Illinois claim is unspecified. About Pride Group Holdings Pride Group Holdings is a Canadian trucking company. It operates businesses offering new and used truck and tractor sales, truck leasing, financing, logistics, maintenance and fuel sales. Its founders, Sam and Jas Johal launched the business with one location as a used truck retailer and now operate more than 50 locations in the U.S. and Canada. Pride Group Holdings sought relief under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10632) on April 1, 2024. The Debtor is represented by: Derek C. Abbott Morris, Nichols, Arsht & Tunnell 302-658-9200 dabbott@mnat.com PRIEST ENTERPRISES: Court OKs Deal on Cash Collateral Access ------------------------------------------------------------ Priest Enterprises, LLC, the Huntington National Bank , and U.S. Small Business Administration sought and obtained entry of an order from the U.S. Bankruptcy Court for the Western District of Michigan, authorizing the Debtor's use of cash collateral, on an interim basis, in accordance with their agreement. Huntington has an interest in the cash collateral of the Debtor, pursuant to two security agreements dated June 14, 2019. The SBA has an interest in the cash collateral of the Debtor, pursuant to a security agreement dated June 10, 2020. Huntington and SBA both have duly perfected security interests in cash collateral through appropriate UCC filings. Huntington holds the first priority secured position against the Debtor's cash collateral. The SBA holds the second priority secured position against the Debtor's cash collateral. Huntington and the SBA both consent to the Debtor's use of its cash collateral to fund the payment of the Debtor's post-petition expenses for the next 14 days to prevent immediate and irreparable harm to the estate in the following amounts: a. Employee wages and benefits due in the next 14 days not to exceed $18,000; b. Inventory purchases for fuel, fertilizer, edging, seed, topsoil and bark, not to exceed $7,000; c. Utilities due in the next 14 days in the amount of $400; and d. Pre-petition wages and obligations as approved by the Court to non-insiders. The Debtor will provide Huntington and the SBA adequate protection pursuant to 11 U.S.C. sections 361 & 363 concerning the Debtor's obligations to Secured Creditors and any diminution in the Debtor's prepetition collateral pursuant to 11 U.S.C. section 361(2) by the following actions. a. Continuing to pay to Huntington the regular monthly installments on the loan (ending in x3493) in the original amount of $218,000 dated June 14, 2019, and which matures on June 5, 2029; b. Paying $500 per month on the related Huntington loan in the original amount of $50,000 (ending in x3493) also dated June 14, 2019, which maturity date of June 5, 2024; c. Paying $1,000 per month on the related U.S. Small Business Administration loan in the original June 10, 2020 amount of =$150,000 which was subsequently increased to $477,600 on March 22, 2022 (ending in x7909), with a maturity date of June 10, 2050. Debtor estimates the U.S. Small Business Administration loan in the amount of $477,600 (ending in x7909) is secured in the amount of $96,253 and unsecured in the amount of $381,357; and d. Secured Creditors will be granted continuing and replacement security interests in liens on all of the Debtor's post-petition property, excluding the Debtor's rights under 11 U.S.C. section 544 et seq. The Debtor's authority to use the cash collateral will cease, after notice and a hearing, upon the occurrence of one of the following: (i) the Debtor fails to comply with its promises of adequate assurance in any fashion; (ii) conversion of the Chapter 11 proceeding to a Chapter 7; (iii) this Chapter 11 proceeding is dismissed without the consent of either of the Secured Creditors; or (iv) a material diminution in the amount of the Debtor's Cash Collateral Assets and, after notice and hearing, the Court determines that the Cash Collateral Assets are in excess of any adequate protection provided. A copy of the stipulation is available at https://rb.gy/r0nd1m from PacerMonitor.com. A copy of the order is available at https://reduced.to/qmkjl from PacerMonitor.com. About Priest Enterprises, LLC Priest Enterprises, LLC offers property maintenance services, including lawn care, landscaping, and snow removal. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-00677) on March 15, 2024. In the petition signed by Peter R. Priest III, president and managing member, the Debtor disclosed $400,395 in total assets and $1,140,036 in total liabilities. Judge John T Gregg oversees the case. Martin L. Rogalski, Esq., at MARTIN L. ROGALSKI, P.C., represents the Debtor as legal counsel. PROFESSIONAL DIVERSITY: Incurs $4.3 Million Net Loss in 2023 ------------------------------------------------------------ Professional Diversity Network, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to the company of $4.31 million on $7.70 million of total revenues for the year ended Dec. 31, 2023, compared to a net loss attributable to the company of $2.60 million on $8.31 million of total revenues for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $6.33 million in total assets, $3.76 million in total liabilities, and $2.57 million in total stockholders' equity. Oak Brook, Illinois-based Sassetti LL, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has incurred recurring operating losses, has a significant accumulated deficit, and will need to raise additional funds to meet its obligations and the costs of its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1546296/000143774924010111/ipdn20231231_10k.htm About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse professionals. The Company operates subsidiaries in the United States including National Association of professional Women (NAPW) and its brand, International Association of Women (IAW), which is one of the largest, most recognized networking organizations of professional women in the country, spanning more than 200 industries and professions. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to comply with the Equal Employment Opportunity Office of Federal Contract Compliance Program. PROVECTUS BIOPHARMACEUTICALS: Incurs $3.1 Million Net Loss in 2023 ------------------------------------------------------------------ Provectus Biopharmaceuticals, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $3.10 million on $577,710 of grant revenue for the year ended Dec. 31, 2023, compared to a net loss of $3.55 million on $989,042 of grant revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $1.45 million in total assets, $9.04 million in total liabilities, and a total stockholders' deficit of $7.59 million. Los Angeles, CA-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has a working capital deficit, has incurred losses from operations, 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. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/315545/000149315224011699/form10-k.htm About Provectus Provectus Biopharmaceuticals, Inc. is a clinical-stage biotechnology company developing immunotherapy medicines based on a family of small molecules called halogenated xanthenes. The Company's lead HX molecule is rose bengal sodium. PROVECTUS BIOPHARMACEUTICALS: Inks License Deal With Miami School ----------------------------------------------------------------- Provectus Biopharmaceuticals, Inc. announced that it has entered into an agreement with the University of Miami for the exclusive worldwide license of the University's intellectual property related to photodynamic antimicrobial therapy ("PDAT") for treating bacterial, fungal, and parasitic (acanthamoeba) infections of the eye. This agreement contemplates Provectus forming a majority-owned start-up company in which the University would be a minority equity shareholder, aimed at developing and commercializing the University's PDAT medical device in combination with a formulation of the Company's proprietary pharmaceutical-grade rose bengal sodium ("RBS") active pharmaceutical ingredient. Provectus would contribute the license to the new entity and have an exclusive RBS supply arrangement with it. Rose bengal PDAT emerged under the leadership of Jean-Marie Parel, IngETS-G, Ph.D., FARVO, Director of the Ophthalmic Biophysics Center ("OBC") at Bascom Palmer Eye Institute ("BPEI") at the University of Miami Miller School of Medicine. The OBC team and Dr. Parel have spent many years advancing their PDAT technology using rose bengal against different types of treatment-naive and -resistant keratitis. The OBC has established the merits of its innovation through extensive in vitro testing, pilot in vivo safety and clinical studies, and the scrutiny that comes with numerous peer-reviewed publications and medical conference presentations of rose bengal PDAT's methodology, datasets, and results. BPEI's rose bengal PDAT is also the subject of two international randomized, double masked, clinical trials for acanthamoeba and fungal (NCT05110001) and bacterial (NCT06271772) keratitis. Dr. Parel said, "Rose bengal PDAT is the result of a lot of hard work by cross-disciplinary contributors at the University of Miami. Seeing our team address the challenges of infectious keratitis in such an innovative way is very rewarding. We look forward to working with Provectus to deliver this groundbreaking treatment to patients worldwide." Guillermo Amescua, M.D., Professor of Clinical Ophthalmology, Medical Director of the Ocular Microbiology Laboratory, and board-certified ophthalmologist at BPEI added, "The OBC's innovation is sorely needed globally because infectious keratitis is the leading cause of corneal blindness in resourced and under-resourced countries. It is exciting to take something from the lab, apply it to clinical practice, and see patients getting better." Ed Pershing, Chairman of Provectus's Board of Directors said, "We are pleased to continue the Company's collaboration with Dr. Parel, Dr. Amescua, and the OBC team, and to enter into this exclusive worldwide license agreement. Bascom Palmer's more than two-decade recognition as the preeminent U.S. eye care center underscores the potential impact of this medical innovation. We look forward to working with Bascom Palmer and the OBC to reduce or eliminate the risk of blindness and impaired vision from eye infections for millions of people around the world through the promise of rose bengal sodium PDAT." About Provectus Provectus Biopharmaceuticals, Inc. is a clinical-stage biotechnology company developing immunotherapy medicines based on a family of small molecules called halogenated xanthenes. The Company's lead HX molecule is rose bengal sodium. QUEST PATENT: Swings to $3.65 Million Net Income in 2023 -------------------------------------------------------- Quest Patent Research Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting net income of $3.65 million on $13.15 million of revenues for the year ended Dec. 31, 2023, compared to a net loss of $753,516 on $451,194 of revenues for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $7.27 million in total assets, $12.14 million in total liabilities, and a total stockholders' deficit of $4.86 million. Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Quest Patent said, "We cannot assure you that we will be successful in generating future revenues, in obtaining additional debt or equity financing or that such additional debt or equity financing will be available on terms acceptable to us, if at all, or that we will be able to obtain any third-party funding in connection with any of our intellectual property portfolios or that we will receive any of the proceeds of any litigation settlements after making all required payments to counsel and funding sources and payments to Intelligent Partners. We have no credit facilities. Although our agreement provides for QFL and QF3 to provide us with funding to acquire intellectual property rights, subject to QFL's and QF3's approval, it does not provide for financing the litigation necessary for the monetization of the intellectual property rights. We do not have any credit facilities or any arrangements for us to finance the litigation necessary to monetize our intellectual property rights other than contingent fee arrangements with counsel with respect to our pending litigation. If we do not secure contingent representation or obtain litigation financing, we may be unable to monetize our intellectual property." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/824416/000121390024026933/ea0202441-10k_quest.htm About Quest Patent Rye, New York-based Quest Patent Research Corporation -- http://www.qprc.com-- is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, controls or manages eleven intellectual property portfolios, which principally consist of patent rights. R&M CAPITAL GROUP: Seeks Cash Collateral Access ----------------------------------------------- R&M Capital Group Inc. dba Doors & More, dba Door Plus Windows, asks the U.S. Bankruptcy Court for the Eastern District of New York for authority to use cash collateral. In order to reach an agreement with the U.S. Small Business Administration, the Debtor sought relief by filing for Chapter 11 bankruptcy protection. Prior to the Filing Date, on June 20,2020, the Debtor, R&M Capital Group Inc., executed an Amended Loan Authorization and Agreement in the principal amount of $150,000, which was modified by a 1st Modification of Note dated March 14, 2022 in the amount of $499,200. On November 2, 2022, SBA filed a secured proof of claim in the amount of $533,061. It is the Debtor's intent to make cash collateral payments in the amount of $750 monthly to the SBA until such time that Creditor and Debtor can reach an agreement, resolving the claim of U.S. Small Business Administration against the Debtor. The Debtor's use of cash collateral in the ordinary course of business will allow the Debtor to preserve and protect the incoming income, and thus the Debtor will be protecting the Creditor's collateral. Pursuant to 11 U.S.C. Section 361, as adequate protection and as security for the Lender, the Debtor will, assign and pay to Lender as and when received, all net amounts received from the operation, as per the budget submitted, commencing on the Entry Date of an Order issued by the Bankruptcy Court granting the Debtor use of cash collateral. The Debtor will pay directly to SBA, all payments in whatever amounts they may be, presently in the monthly amount of $750,00. A copy of the motion is available at https://urlcurt.com/u?l=EKWCYO from PacerMonitor.com. About R&M Capital Group R&M Capital Group, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-43043) on August 25, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICES OF ALLA KACHAN, P.C. R&P LAND: Seeks Cash Collateral Access -------------------------------------- R&P Land Company, LLC asks the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay necessary operating expenses such as utility, payroll, payroll taxes, sales taxes, insurance and other necessary operating expenses. On May 12, 2023, the Debtor and CW BHM, LLC entered into an Assignment of Profits and an Assignment of Rents where the Debtor could borrow $200,000 in funds necessary to operate its business. Throughout 2023, the Debtor was repaying this balance. However, the Debtor defaulted, and CW BHM, LLC foreclosed on property owned by one of the Debtor's members in January 2024. At this time, the balance is unknown as a result of the foreclosure. However, the Debtor pledged all of its accounts receivables and other assets of the Debtor. On October 29, 2021, the Debtor entered into a future advanced mortgage with Silver Hill Funding, LLC in the amount of $487,500 to purchase the property located at 1319 Bessemer Road, which the Debtor uses as its principal place of business. At the same time as entering the future advance mortgage, the Debtor and Silver Hill Funding, LLC also entered into an Assignment of Rents agreement. Silver Hill Funding, LLC assigned the right to collect the indebtedness to Community Loan Servicing, LLC, on February 3, 2023. Community Loan Servicing claims a first priority lien on all of the Debtor's cash accounts and receivable: approximately $950,000 and cash: approximately $1,076. The Creditors will be granted adequate protection for the use of its cash collateral during the course of the bankruptcy case by extending its pre-petition lien to a rollover lien. A copy of the motion is available at https://urlcurt.com/u?l=QwsrV3 from PacerMonitor.com. About R & P Land Company, LLC R & P Land Company, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-00938) on March 27, 2024. In the petition signed by Charles P. Sanford, managing member, the Debtor disclosed $1,910,383 in assets and $588,990 in total liabilities. Robert C. Keller, Esq., at RUSSO, WHITE & KELLER, P.C., represents the Debtor as legal counsel. R&W CLARK CONSTRUCTION: Court OKs Cash Access Thru May 10 --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized R&W Clark Construction, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through May 10, 2024. As previously reported by the Troubled Company Reporter, three creditors may assert a security interest in and to the Debtor's assets: a. The Illinois Department of Employment Security asserts a security interest in the Collateral based upon the filing of notices of lien filed for the time period from February 11, 2004 through December 11, 2018. The IDES asserts a secured claim in the amount of $294,758. b. The Internal Revenue Service asserts a security interest in the Collateral based upon the filing of notices of lien filed for the time period from August 7, 2012 through February 23, 2023. The IRS asserts a secured claim in the amount of $1,210,075. c. The U.S. Small Business Administration asserts a security interest in the Collateral by virtue of a UCC Financing Statement filed with the Illinois Secretary of State on March 12, 2021 related to two Notes, dated February 26, 2021 and September 7, 2021 in the amounts of $150,000 and $500,000, respectively. The current balance due the SBA is $650,000. Based upon the IDES' and the IRS' higher priority lien claims in and to the Collateral, there exists no equity in the Collateral to support the SBA's secured claim. The court said as adequate protection, the IDES, the IRS and any other lien claimants are granted valid and perfected replacement liens in and to post-petition cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral (excepting avoidance actions of the estate) to the same extent and with the same priority as held prepetition. A further hearing on the matter is set for May 8 at 10 a.m. A copy of the court's order is available at https://urlcurt.com/u?l=WcILyc from PacerMonitor.com. About R&W Clark Construction R&W Clark Construction, Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-03279) on March 11, 2023. In the petition filed by Richard Clark, president and sole shareholder, the Debtor reported up to $50,000 in assets and up to $10 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Gregory K. Stern, PC as counsel and Ziegler & Associates, Ltd. as accountant. RLB FOOD: Court OKs Cash Collateral Access on Final Basis --------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized RLB Food Distributors LP, dba FreshPro Food Distributors to use the cash collateral of Columbia Bank, on a final basis, in accordance with the budget. The Bank asserts an aggregate claim against the Debtor in an amount no less than $500,000, plus applicable interest, fees, charges and costs, as of the Petition Date, secured by liens on all or substantially all of the assets of the Debtor. As adequate protection for use of cash collateral, the Bank is granted replacement perfected security interest and lien in all post-petition assets of the Debtor. The replacement lien will be junior in priority only to (i) any fees payable to the to the Clerk of the ourt; (ii) statutory fees pursuant to 28 U.S.C. Section 1930(a)(6), if any; and (iii) subject to a professional fee carve out in favor of (a) the Debtor's retained professionals including, without limitation, counsel, accountants, auctioneers and appraisers; and (b) the Subchapter V Trustee, in a combined, cumulative amount not to exceed $150,000. To the extent the adequate protection provided for hereby proves insufficient to protect the Bank's interests in and to the cash collateral, the Bank will have, to the extent of any such diminution in value of the Bank's cash collateral caused by the use of cash collateral, a superpriority administrative expense claim, pursuant to 11 U.S.C. Section 507(b), senior to any and all claims against the Debtor under 11 U.S.C. Section 507(a) or otherwise, whether in this proceeding or in any superseding proceeding, subordinate only to the Professional Fee Carve Out, any fees payable to the the Clerk of the Court, and statutory fees pursuant to 28 U.S.C. Section 1930(a)(6), if any. The replacement lien and security interest granted are automatically deemed perfected upon entry of the Order without the necessity of the Bank taking possession, filing financing statements, mortgages, or other documents. A copy of the order is available at https://urlcurt.com/u?l=SKsowv from PacerMonitor.com. About RLB Food Distributors LP RLB Food Distributors LP is a supplier of organic produce, fresh-cuts, deli items, cheese, chilled foods and other products related to the perishable food arena. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-12110) on February 28, 2024. In the petition signed by Pat Mele III, executive VP, CFO, the Debtor disclosed $4,738,212 in assets and $5,432,706 in liabilities. Judge John K. Sherwood oversees the case. Donald W. Clarke, Esq., at GENOVA BURNS LLC, represents the Debtor as legal counsel. SERENE DISTRICT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Serene District Townhomes, LLC 6624 Eastview Wylie, TX 75098-7504 Business Description: Serene District is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of the real property located at 2701 S Highway 78, Wylie Texas valued at $3 million. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 24-40749 Debtor's Counsel: Robert T. DeMarco III, Esq. DEMARCO MITCHELL, PLLC 12770 Coit Road, Ste. 850 Suite 1100 Dallas, TX 75251 Email: robert@demarcomitchell.co Total Assets: $3,000,000 Total Liabilities: $1,485,500 The petition was signed by Ryan Cole as managing 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/66WJD2Q/Serene_District_Townhomes_LLC__txebke-24-40749__0001.0.pdf?mcid=tGE4TAMA SINCLAIR INC: Senior Lenders Ink Cooperation Agreement ------------------------------------------------------ Michael Tobin and Jill R. Shah of Bloomberg News reports that senior lenders to broadcaster Sinclair Inc. reached a cooperation agreement that went into effect Wednesday, March 27, 2024, night, according to people with knowledge of the matter. The cooperation pact is open to holders of the company's term loans due 2026 through 2029 and is led by law firm Milbank, said the people, who asked not to be identified because the information is private. Sinclair has $3.3 billion of first-lien loans, according to data compiled by Bloomberg. About Sinclair Inc. Headquartered in Hunt Valley, Cockeysville, Maryland, Sinclair, Inc. owns and operates as a broadcast television company. About Diamond Sports Group Diamond Sports Group, LLC, and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition signed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. 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 April 26, 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. KeyBank has objected to confirmation of the Debtor's plan and the Debtor has requested that the March 29, 2024 hearing take the form of a status conference with respect to the likely inevitable evidentiary hearing on confirmation. A copy of the motion is available at https://urlcurt.com/u?l=gDQsnY 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. STUDIOKAZA MOBILI: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Studiokaza Mobili, LLC to use cash collateral on a final basis, in accordance with the budget, with a 10% variance, through June 2, 2024. As previously reported by the Troubled Company Reporter, the creditors that may claim to have a secured interest in the cash collateral including: Fox Capital Group, Inc., LG Funding, LLC, Epic Advance, LLC, Star Capital, LLC, Oakwood Business Funding, LLC, CFG Merchant Solutions, LLC, Seabrook Funding. The court said the Alleged Secured Creditors, to the extent that they have claims against the Debtor, will have replacement liens on the Debtor's post-petition cash collateral to the same extent, validity and priority that such Alleged Secured Creditor had on the Petition Date. A copy of the court's order is available a thttps://rb.gy/p8wlpv from PacerMonitor.com. About StudioKaza Mobili, LLC StudioKaza Mobili, LLC offers exclusive and luxury furniture, high-end furnishings, custom-made woodworking, marbles and granites, residential automation, and unique-designed accessories from global partners. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20746) on December 27, 2023. In the petition signed by Marco Andrade, authorized representative, operations vice president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Morgan Edelboim, Esq., at Edelboim Lieberman Revah PLLC, represents the Debtor as legal counsel. SUSHI GARAGE: Wins Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Sushi Garage, LLC to use cash collateral, on an interim basis, in accordance with the budget. Prior to the Petition Date, the Debtor became indebted to several merchant credit advance companies and other parties. The Debtor's COVID-related perfected secured claims total in excess of $500,000. The Debtor believes that the aggregate value of its assets is less than $500,000. Accordingly, taking into account the date of perfection, the value of the Debtor's assets, and outstanding loan amounts, the Debtor believes that any claim that was incurred/perfected after the 2020 is wholly unsecured pursuant to 11 U.S.C. Section 506(a). Accordingly, the Debtor believes that the claims of the U.S. Small Business Administration is secured up to the value of the Debtor's assets. On June 2020, the Debtor obtained a COVID-19 Economic Injury Disaster Loan from the SBA in the principal amount of $500,000. 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. 202003101797, which indicates that the SBA has a perfected interest on all of the Debtor's assets. The Debtor believes that the unpaid balance on the EIDL Loan as of the Petition Date is approximately $537,767, as of December 17, 2023. U.S. Foods, Inc. and Libertas Funding, LLC (CT Corporation System is the representative of Libertas) may assert liens against the Debtor's assets. Specifically, the Debtor is authorized to use cash collateral as of the Petition Date going forward to pay: (i) amounts expressly authorized by the Court; (ii) the current and necessary expenses set forth in the Interim Budget plus an amount not to exceed 10% for any line item per month and cumulatively per month of up to 10% and thereafter in accordance with Provision 4; and, (iii) additional amounts as may be expressly approved in writing by the Secured Creditors or by further order of the Court. As adequate protection for the extent of the Debtor's use of cash collateral, Secured Creditors will have, as of the Petition Date: (i) a replacement lien pursuant to 11 U.S.C. section 361(2) on and in all property acquired or generated post-petition by the Debtor to the same extent and priority and of the same kind and nature as the Secured Creditors' respective pre-petition liens and security interests in the cash collateral. A final hearing on the matter is set for April 17, 2024 at 9:30 a.m. A copy of the motion is available at https://urlcurt.com/u?l=lYimFv from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=l2e5Ug from PacerMonitor.com. About Sushi Garage Sushi Garage, LLC, doing business as Sushi Garage Miami Beach, is a Japanese restaurant in Miami Beach, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12354) on March 12, 2024, with $1 million to $10 million in both assets and liabilities. Jonas Millan, managing member, signed the petition. Judge Laurel M. Isicoff presides over the case. Jacqueline Calderin, Esq., at Agentis, PLLC represents the Debtor as legal counsel. SYLVAMO CORP: Moody's Alters Outlook on 'Ba2' CFR to Stable ----------------------------------------------------------- Moody's Ratings affirmed Sylvamo Corporation's Ba2 corporate family rating and Ba2-PD probability of default rating. Moody's also affirmed the Ba2 ratings on the senior secured bank credit facilities (which include the Term Loan A, Term Loan F, Revolving Credit Facility) and the B1 rating on the backed senior unsecured notes. Speculative Grade Liquidity rating of SGL-1 remains unchanged. Moody's also changed the outlook to stable from positive. RATINGS RATIONALE Sylvamo's Ba2 CFR reflects the company's leading global market positions in uncoated free sheet (UFS), geographic diversity and operational flexibility with seven low cost operations across Brazil, the United States, and Europe. The rating is supported by strong credit metrics with Moody's adjusted debt/EBITDA of 1.7x at the end of 2023 and EBITDA/Interest of 8.8x, the company's strong cash flow generation and very good liquidity. However, the company has significantly increased shareholder remuneration and (retained cash flow - capex)/debt fell to about 14% from 30% a year earlier. At the same time, the company's 2023 performance came short of Moody's expectations due to customer destocking, lower prices and unabsorbed fixed costs as a result of the downtime in its European and North American operations. Moody's currently expects a further decline in earnings in 2024 as the secular decline for printing and writing paper in developed markets continues and as prices decline. An industry leader has recently announced plans to idle a mill starting in the second half of the year. This will reduce North American capacity by 4% and could help stabilize prices later in the year and into 2025. However, further capacity reductions are going to be needed over time to continue to offset secular demand decline. Sylvamo's rating is constrained by its significant exposure to the long-term secular decline of commodity paper in North America and Western Europe which continues to be replaced by digital alternatives. Moody's view this as a long-term credit risk because the company may need to lever up to enter into a different business to grow revenue and earnings and sustain returns to shareholders over the long term. In the near term, Moody's believe the company's lower cost assets will allow it to continue to produce as other market participants may have to reduce capacity amid demand decline. The rating is further constrained by the company's relatively short track record as an independent company with an evolving financial policy. The company's management is currently committed to being a pure play UFS producer and has been able to reinvest in the business and increase shareholder returns over the last two years, while also lowering debt. The company paid off approximately 38% of debt since it was spun off from International Paper (IP) in 2021 and its balance sheet is currently close to its absolute debt target of $1 billion, which allows it to maintain strong credit metrics even at the trough of the cycle. Moody's does not expect further significant debt reduction. Moody's expects that credit metrics will remain strong with leverage below 2x in 2024 as the company adjusts its cost structure in anticipation of lower volumes. Sylvamo markets 655,000 tons (or about 20% of its total capacity) produced by two IP mills. IP currently has the option to convert these mills from paper to containerboard and Sylvamo will be able to stop taking volume from these mills in 2025 and 2026. The company may not be able to maintain similar earnings levels and shareholder returns without increasing debt, which limits the rating at the current level. Sylvamo's revolving credit facility and term loans are rated Ba2, in line with the corporate family rating, reflecting their dominant position in the capital structure, which also includes senior unsecured notes. The notes are rated B1, in accordance with Moody's Loss Given Default for Speculative-Grade Companies methodology. Sylvamo's SGL-1 Speculative Grade Liquidity Rating reflects very good liquidity, supported by about $800 million of liquidity sources versus amortization payments of approximately $41 million over the next 12 months. Liquidity sources include $220 million of unrestricted cash on hand (as of December 2023), $429 million of availability under a $450 million revolver due in 2026 (after $21 million letters of credit) and Moody's projected about $110 million of free cash flow after regular dividends over the next 12 months. In addition, the company has a $120 million accounts receivable finance facility that matures in 2025, which has been almost fully drawn. The revolving credit facility has a maximum consolidated total leverage covenant of 3.75x. As of December 2023 the company had significant cushion under its covenant and Moody's expect this to continue. Most of the assets are pledged as collateral for the secured loans, but Sylvamo owns about 250,000 acres of forest plantations in Brazil which are not pledged as collateral and could be monetized to provide alternate liquidity if required, after making a $100 million payment to IP. IP is currently engaged in a tax dispute with Brazilian authorities, but Sylvamo's potential exposure is capped at $120 million. The restricted cash of $60 million can be used to settle this liability. The stable outlook reflects expectations of strong credit metrics despite weaker graphic paper volume and pricing expectations, offset by initiated cost reductions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the rating if: -- Sylvamo demonstrates and maintains conservative financial policies -- The company reinvests in its business while maintaining a sustainable level of shareholder returns -- Improves diversification such that most of its sales are generated by products not in secular decline without stretching credit metrics -- Sustains strong credit metrics such as Debt/EBITDA below 3x and (RCF-Capex)/Debt above 12% Moody's could downgrade the rating if: -- The company experiences a sustained deterioration in operating performance that results in weaker credit metrics and cash flow -- Debt/EBITDA is sustained above 4x and (RCF-Capex)/Debt declines below 6% Sylvamo Corporation is the largest global producer of uncoated freesheet (UFS) paper (used primarily for photocopying and commercial printing applications). The company generated sales of $3.7 billion in the twelve months ended December 2023. The principal methodology used in these ratings was Paper and Forest Products published in December 2021. TALEN ENERGY: S&P Alters Outlook to Positive, Affirms 'B+' ICR -------------------------------------------------------------- S&P Global Ratings revised the outlook to positive from stable, and affirmed its ratings on Talen Energy Supply LLC, including its 'B+' long-term issuer credit rating (ICR); and its 'BB' issue-level rating on the company's senior secured term loan B (TLB), senior secured notes, senior secured term loan C (TLC), and senior secured revolving credit facility (RCF). The '1' recovery rating on the senior secured debt, which indicates S&P's expectation of very high recovery in the event of a default, is unchanged. S&P continues to assess Talen's financial risk profile as aggressive, based on its expectation of adjusted debt-to-EBITDA ratio of about 4.0x in 2024 and 2025, improving to about 3.6x-3.8x in 2026. The positive outlook reflects the potential for an upgrade once the pending development milestones associated with the data center sale are completed. An upgrade will also require confidence that Talen can sustain S&P Global Ratings- adjusted debt to EBITDA of less than 4.0x, and free operating cash flow to debt (FOCF to debt) of more than 10%, through S&P's forecast period. On March 4, 2024, Talen announced the sale of its data center campus. The company used part of the proceeds to fully repay non-recourse debt at Cumulus Digital Holdings (Cumulus). Talen also announced various commercial agreements, including a power purchase agreement (PPA) for the supply of carbon-free power from the Susquehanna nuclear facility, as well as the long-term sale of carbon-free attributes from the facility. The announcements are credit positive. Talen recently announced the sale of its data center to Amazon Data Services Inc., for $650 million. The company has already received about $350 million of the sale price, and used $186 million to fully repay non-recourse debt at Cumulus. It used the remaining proceeds to purchase a minority stake in Cumulus ($36 million), as well as for the payment of transaction costs, taxes, and other expenses ($65 million). About $300 million is held in escrow and will be available to Talen on the completion of development milestones related to the data center. This is expected in the second half of 2024. Despite its non-recourse nature, S&P consolidated the Cumulus debt to calculate Talen's leverage ratios, primarily due to various parent company guarantees on the debt, as well as its view of Cumulus' strategic relevance to Talen. Therefore, the repayment of this debt has a positive effect on the company's leverage profile. As of Dec. 31, 2023, Cumulus' non-recourse debt represented about 8% of Talen's total reported debt. The debt repayment also unlocks any cash flows that might be available to Talen from Cumulus' coin mining operations, given there are now no restrictions on the flow of distributions upstream. This is a viable upside in the current price environment for digital currencies. In addition to the monetization of the data center, Talen has also entered into a long-term PPA with Amazon Energy LLC (Amazon Energy), under which the company's nuclear plant, Susquehanna, will provide carbon-free power to the data center for up to 960 megawatts (MW). Under the terms of the agreement, the price of power is fixed for the first 10 years, after which it is subject to a revision based on a fixed margin above the PJM Interconnection (PJM) energy and capacity prices. The contractual fixed price, at this stage, is also at a notable premium to the nuclear production tax credit (PTC) price of about $45 per megawatt-hour (/MWh). The capacity commitments related to this PPA will step up in increments of 120 MW each year, starting in 2025, to a maximum of 960 MW. The offtaker also has a one-time option to cap the offtake quantity at 480 MW. Although the nuclear PTC has largely derisked Susquehanna from a market risk perspective, the announced PPA provides valuable upside to the asset, expanding its earnings and financial capacity, at least over the next 10 years. The transaction also highlights the relevance and significance of baseload and clean power, attributes that are very difficult to find in combination and at economic terms. Finally, Talen has also entered into an agreement for long-term sales of carbon-free attributes from Susquehanna, for a fixed quantity and price. Starting in 2024, this is a separate revenue stream from the PPA and is not dependent on the development milestones or the contractual step-ups tied to the data center. This provides further growth to its earnings. S&P expects Talen to reduce debt using the Electric Reliability Council of Texas (ERCOT) asset sale proceeds. On March 27, 2024, Talen announced the sale of its Texas fleet (1.7 gigawatts [GW]) to CPS Energy, for $785 million (subject to customary working capital adjustments). The transaction values the assets at about $459 per kilowatt (/kW). S&P said, "Although Talen has not disclosed the use of proceeds at this stage, we understand that the terms of the TLB require the company to prepay debt from asset sale events, under a pre-determined formula. We anticipate the transaction will be at least leverage neutral for Talen, meaning the loss in EBITDA from ERCOT assets, and weakening in business risk to some extent, now due to near full concentration in the PJM, will be offset by a commensurate reduction in debt. This expectation is incorporated into our revised outlook on the rating." 2023 was a strong year for Talen; however, S&P expects earnings will normalize. Talen reported about $1.12 billion in EBITDA for 2023, which was significantly higher than in previous years. The uplift was a result of very strong energy margins, which included the effect of attractive hedges that were placed during a period of very high power prices. Given the decline in natural gas prices since then, due to record production, robust storage levels, and milder temperatures, power prices have also fallen significantly, and forward curves, at least for the next 12-24 months, reflect a measured recovery. S&P expects Talen's EBITDA will normalize, to $600 million-$700 million (excluding ERCOT assets) through 2026. The growth in its forecast EBITDA is supported by incremental cash flows from power sales under the nuclear PPA, as well as the sale of carbon-free attributes. We also note that the company is well hedged for 2024, at 80% (55% excluding the nuclear PTC), which should provide earnings visibility through the rest of the year. The business is free cash positive. This provides financial flexibility. Given no growth in investment spending, Talen is a free cash positive business at this stage. S&P said, "We estimate the company will generate about $200 million-$300 million in free cash flow annually between 2024-2026. Capital allocation strategy involves maintaining net leverage (per Talen's calculations) of less than 3.5x, with any excess cash flow passed on to the shareholders, in a prudent manner. Talen has an ongoing share buyback program that authorizes share repurchases for up to $300 million. The company has already repurchased about $14 million worth of shares under this program, and we expect it will buy back the full authorized amount, if not more, during our outlook period. Later this year, Talen also expects to receive $300 million in remaining cash from the data center sale. With no identifiable growth projects at this point, in our opinion, this cash will likely also flow to shareholders in some form." The artificial intelligence (AI) boom has infused new energy into the power sector. Although the scope of digitalization has been expanding for at least two decades, it is now on an accelerated path. The growing need to process, transmit, and store digital data, as well as the rise and evolution of AI, particularly generative AI, is creating the need for a new form of infrastructure, such as hyperscale data centers and fiber-optic networks, which can support the pace and expansion of digitalization. Data centers, in particular, consume a significant amount of power to operate, from running ultra powerful computing equipment, to cooling AI chips. For perspective, the annual power consumption of a 500 MW data center is approximately equal to the power consumption of almost 400,000 houses (assuming about 900 kilowatt-hours [kWh] of monthly power consumed by an average American home). This dynamic is creating a strong market environment for the entire electricity value chain, of which power generation would be a prime beneficiary. PJM, for example, where now almost all of Talen's generation will be located, is estimating a 2.4% annual increase in power demand over the next 10 years, up from 1.3% in its previous forecast. Electrification and the development of data centers were cited as the primary drivers behind load growth. Two of Talen's facilities, Brandon Shores and Wager, are targeted for retirement in 2025. Talen is targeting the retirement of two of its Maryland-based peaking assets, Brandon Shores (1.3 GW) and Wagner (834 MW). Limited run hours, fuel burn restrictions, and low capacity prices, which have made the plants uneconomic, are the primary reasons behind the retirement decision. The facilities are expected to cease operating on June 1, 2025. That said, PJM has requested that Talen reconsider the retirements due to reliability concerns, which PJM does not expect to be alleviated before 2028, following transmission upgrades. The discussions with the PJM are ongoing, and there is a possibility that the units could operate beyond 2025, under a reliability must run arrangement, which effectively compensates critical units for their operating costs, and provides a return. S&P said, "Our base-case scenario assumes the plants retire as planned. Although they represent almost 17% of Talen's net installed capacity, we do not expect earnings will be affected by their exit, largely due to their uneconomic status. "The positive outlook reflects our expectation that Talen's earnings and leverage profile will improve given the recently announced PPA with Amazon Energy, as well as full repayment of the Cumulus Digital debt. Based on our forward-looking view of the energy and capacity markets at this stage, we forecast Talen's adjusted debt-to-EBITDA ratio at 4.0x, or better, for 2024 and 2025, further improving to about 3.6x-3.8x for 2026. "We would revise the outlook to stable if we believed that Talen would not be able to sustain adjusted debt to EBITDA of less than 4.0x, or FOCF to debt of more than 10%, over the long term. Factors that could lead to such an outcome include a material decrease in power prices and energy spreads or depressed capacity prices, both of which could negatively affect the company's non-nuclear fleet. In addition, unforeseen operating failures at its assets would also result in revenue and cash flow loss for the company. Given Susquehanna's material contribution to Talen's earnings, any extended forced outages or technical problems at the asset could meaningfully weaken the company's EBITDA and cash generation. "We will revisit the outlook and raise the rating after the completion of the pending development milestones associated with the data center PPA. An upgrade will also require confidence that Talen's adjusted debt to EBITDA will continue to track below 4.0x, and FOCF to debt will be above 10%, through our outlook period." TERRAFORM LABS: Counsel Tells Jury Failure Wasn't Fraud ------------------------------------------------------- Pete Brush of Law360 reports that counsel for Terraform Labs creator Do Kwon told a Manhattan federal jury Monday, March 25, 2024, that Kwon believed in his technology and told the truth, pushing back against claims that he lied about the stability and business prospects of his bankrupt cryptocurrency startup. About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup that created Terra, a blockchain protocol and payment platform used for algorithmic stablecoins. It was co-founded by Do Kwon and Daniel Shin in 2018 in Seoul, South Korea. Terraform Labs introduced its first cryptocurrency token, TerraUSD, in 2019. Investment firms like Arrington Capital, Coinbase Ventures, Galaxy Digital, and Lightspeed Venture Partners helped Terraform Labs raise more than $200 million. The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022 caused the temporary suspension of the Terra network, wiping out over $45 billion in market capitalization in a single week. Both of Terra Form Labs' founders have encountered legal problems as a result of the devaluation of the company's currency. In September 2022, South Korean prosecutors filed a warrant for Do Kwon's arrest. He was also added to Interpol's Red Notice list, which urges other law enforcement to find and detain him. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by: Zachary I Shapiro, Esq. Richards, Layton & Finger, P.A. 1 Wallich Street #37-01 Guoco Tower 078881 TERRAFORM LABS: District Judge Rejects Mistrial Bid --------------------------------------------------- Pete Brush of Law360 reports that Manhattan U. S. District Judge Jed S. Rakoff on Wednesday, March 27, 2024, rejected a mistrial bid by counsel for Terraform Labs and creator Do Kwon centering on the judge's move to ask an investor if the bankrupt crypto startup had disclosed potential risks about "lying" to the public. About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup that created Terra, a blockchain protocol and payment platform used for algorithmic stablecoins. It was co-founded by Do Kwon and Daniel Shin in 2018 in Seoul, South Korea. Terraform Labs introduced its first cryptocurrency token, TerraUSD, in 2019. Investment firms like Arrington Capital, Coinbase Ventures, Galaxy Digital, and Lightspeed Venture Partners helped Terraform Labs raise more than $200 million. The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022 caused the temporary suspension of the Terra network, wiping out over $45 billion in market capitalization in a single week. Both of Terra Form Labs' founders have encountered legal problems as a result of the devaluation of the company's currency. In September 2022, South Korean prosecutors filed a warrant for Do Kwon's arrest. He was also added to Interpol's Red Notice list, which urges other law enforcement to find and detain him. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by: Zachary I Shapiro, Esq. Richards, Layton & Finger, P.A. 1 Wallich Street #37-01 Guoco Tower 078881 TERRAFORM LABS: Okayed to Tap Dentons After Prepaid Fees Returned ----------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that Terraform Labs Pte. won court approval to retain Dentons US as special counsel provided the law firm returns $48 million in prepaid fees, less than the Securities and Exchange Commission had initially asked for. The SEC and the Justice Department's bankruptcy watchdog had raised concerns over millions of dollars in fees transferred to Dentons from Terraform in the three months before the crypto firm declared bankruptcy. Judge Brendan L. Shannon of the US Bankruptcy Court for the District of Delaware approved Denton's employment on Tuesday, March 12, 2024. About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup that created Terra, a blockchain protocol and payment platform used for algorithmic stablecoins. It was co-founded by Do Kwon and Daniel Shin in 2018 in Seoul, South Korea. Terraform Labs introduced its first cryptocurrency token, TerraUSD, in 2019. Investment firms like Arrington Capital, Coinbase Ventures, Galaxy Digital, and Lightspeed Venture Partners helped Terraform Labs raise more than $200 million. The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022 caused the temporary suspension of the Terra network, wiping out over $45 billion in market capitalization in a single week. Both of Terra Form Labs' founders have encountered legal problems as a result of the devaluation of the company's currency. In September 2022, South Korean prosecutors filed a warrant for Do Kwon's arrest. He was also added to Interpol's Red Notice list, which urges other law enforcement to find and detain him. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by: Zachary I Shapiro, Esq. Richards, Layton & Finger, P.A. 1 Wallich Street #37-01 Guoco Tower 078881 TROIKA MEDIA GROUP: Set for Chapter 11 Exit After Plan Okayed ------------------------------------------------------------- Clara Geoghegan of Law360 reports that marketing firm Troika Media Group Inc. is set to exit bankruptcy before the end of the month, March 2024, after a New York bankruptcy judge Wednesday, March 27, 2024, said he would approve its Chapter 11 plan to sell itself as a going concern and settle pre-bankruptcy legal disputes. About Troika Media Group Troika Media Group, Inc., a New York-based company, and its affiliates operate a media advertising professional services company. Troika Media Group's core asset is the business segment run by Converge Direct, LLC, which Troika Media Group acquired in March 2022 for $125 million. Converge is a data-and-audience-centric media buying agency. It differentiates itself from the typical agency model in favor of deeper engagement with its clients and investing in its own lead generating activities. Converge provides complementary services such as advertising strategy and customized advertising campaigns, utilizing its proprietary attribution analytics software tool, Helix. Troika Media Group and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 23-11969) on Dec. 7, 2023. As of Oct. 31, 2023, Troika Media Group had total assets of $86.5 million and total debts of $130.7 million. Judge David S. Jones oversees the cases. The Debtors tapped Willkie Farr & Gallagher, LLP as legal counsel; Jefferies, LLC as investment banker; and Arete Capital Partners, LLC as financial advisor. Kroll Restructuring Administration, LLC is the notice, claims, solicitation and balloting agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by McDermott Will & Emery, LLP. King & Spalding represents the lenders and the agents under the Debtors' prepetition secured credit facility and the lenders and the agents under the Debtors' debtor-in-possession financing facility. TURF APPEAL: Court OKs Cash Collateral Access Thru May 24 --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Oklahoma authorized Turf Appeal, Inc. to use cash collateral, on an interim basis, in acccordance with the budget, with a 10% variance, through May 24, 2024. The U.S. Small Business Administration is entitled to a validly perfected first priority lien on and security interests in the Debtor's post-petition collateral, subject to existing valid, perfected and superior liens in the collateral held by other creditors. The post-petition security interests and liens granted will be valid, perfected and enforceable and will be deemed effective and automatically perfected as of the petition date. In the case of diminution of value in the Secured Creditors' interest in the cash collateral, the Secured Creditor will be entitled to a superpriority claim that will have priority in the Debtor's bankruptcy case. The Debtor will make post-petition monthly payments to Secured Creditor in the amount of $2,506. The Debtor will be required to insure to its full value all collateral subject to Secured Creditors' liens. A final hearing on the matter is set for May 9 at 10 a.m. A copy of the order is available at https://reduced.to/p218e from PacerMonitor.com. About Turf Appeal Turf Appeal, Inc. is a lawn care company located in Oklahoma City. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10590) on March 12, 2024, with $324,921 in assets and $1,080,537 in liabilities. Matt Doerr, owner and president, signed the petition. Judge Janice D. Loyd presides over the case. Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC represents the Debtor as bankruptcy counsel. VANGUARD MEDICAL: Seeks Cash Collateral Access ---------------------------------------------- Vanguard Medical, LLC asks the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, for authority to use cash collateral, on an emergency basis. The Debtor requires the use of cash collateral to pay the expenses necessary to maintain its business, fund employee wages and preserve the value of its brand. In 2019, the Debtor invested in Nice Recovery Systems' cold therapy units, which are the best alternative to opioids in surgical patients. The company achieved sales of $600k by year-end 2019, and in 2020, it projected $6 million in revenue. Despite facing a federal freeze on elective surgeries due to the Covid-19 pandemic, the company closed with $5.8 million in revenue. In 2021, Vanguard's leadership focused on developing people, processes, and systems to enter new markets and scale growth. The company posted $10.5 million in revenue in 2021 and plans to expand its footprint as the exclusive distributor of Nice products in the U.S. The durable medical equipment industry faces financial challenges due to insurance companies' power to delay payment. The Debtor faced a cash flow slump during Covid and had to pivot to toxic, high interest, and rapid repayment merchant cash advance debt. Despite financial distress, advisors advised restructuring the debt to have a healthy long-term business. Three creditors have perfected "all asset” security interests, and therefore interest in the Debtors cash collateral. They are: a) The US Small Business Administration - $300,000; b) CHEDR, LLC - $520,108; and c) Cardinal Health 105, Inc. - $243,440. As of the Petition Date, the Debtor owed its vendors, equipment financers, leasing companies and other trade creditors an aggregate of approximately $3.3 million. The Debtor proposes to use $3,636,900 of its $3,680,000 in revenue during the Use Period to pay costs and expenses incurred in the ordinary course of business. The Debtor should have a remaining positive cash of $1.281 million, at the end of the Use Period, which compares favorably with its starting cash balance of $1.3 million. As adequate protection, the Debtor proposes to grant the Lienholderss replacement liens on the same types of post-petition property of the estates against which the Lienholders held liens as of the Petition Date, without prejudice to the Debtor's rights to contest the amount, validity, priority and extent of any liens or claims asserted by the secured creditors. The Replacement Liens will maintain the same priority, validity and enforceability as the secured creditors' pre-petition liens (if any). The Replacement Liens should only be recognized to the extent of the diminution in value of the secured creditors' prepetition collateral after the Petition Date resulting from the Debtor's use of the cash collateral during the case. A copy of the motion is available at https://urlcurt.com/u?l=SOgy3j from PacerMonitor.com. About Vanguard Medical, LLC Vanguard Medical, LLC is a Connecticut limited liability company formed in September, 2018. The Debtor conducts business throughout New England including significant business in the Commonwealth of Massachusetts. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-10561) on March 25, 2024. In the petition signed by Clancy Purcell, CEO, the Debtor disclosed $7,796,609 in assets and $6,694,550 in liabilities. Judge Janet E. Bostwick oversees the case. Peter N. Tamposi, Esq., at the Tamposi Law Group, PC, represents the Debtor as legal counsel. VBI VACCINES: Delays Filing of 2023 Annual Report ------------------------------------------------- VBI Vaccines Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2023. VBI Vaccines is unable, without unreasonable effort or expense, to file its Annual Report within the time period, as the Company requires additional time to review the information required to be included in the Form 10-K, including the financial statements, for the fourth quarter and fiscal year ended Dec. 31, 2023. The Company expects to file the Form 10-K within the extension period of 15 calendar days, as provided under Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended. About VBI Vaccines VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles ("VLPs"), including a proprietary enveloped VLP ("eVLP") platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $113.30 million for the year ended Dec. 31, 2022, a net loss of $69.75 million for the year ended Dec. 31, 2021, a net loss of $46.23 million for the year ended Dec. 31, 2020, a net loss of $54.81 million for the year ended Dec. 31, 2019, and a net loss of $63.60 million for the year ended Dec. 31, 2018. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 13, 2023, citing that the Company faces several risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company's products, and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development and commercialization of its products. The Company has an accumulated deficit as of December 31, 2022 and cash outflows from operating activities for the year-ended December 31, 2022 and, as such, will require significant additional funds to conduct clinical and non-clinical trials, commercially launch its products, and achieve regulatory approvals that raise substantial doubt about its ability to continue as a going concern. The Company said in its Quarterly Report for the period ended Sept. 30, 2023, that it will require significant additional funds to conduct clinical and non-clinical trials, achieve and maintain regulatory approvals, and commercially launch and sell our approved products. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, government or non-governmental organization grants or subsidies, and/or revenues from potential business development transactions, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. If the Company is unable to obtain additional financing, the Company may be required to pursue a reorganization proceeding, including under applicable bankruptcy or insolvency laws. According to the Company, the above conditions raise substantial doubt about the Company's ability to continue as a going concern. VIDEO RIVER: Delays Filing of 2023 Annual Report ------------------------------------------------ Video River Networks, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2023. The Company requires additional time for its auditors to complete the annual audit of its annual report for the period ended Dec. 31, 2023. The Company expects to file its Form 10-K within the 15-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About Video River Headquartered in Torrance, California, Video River Networks, Inc. is a technology holding firm that operates and manages a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics ("EV-AI-ML-R") assets, businesses and operations in North America. The Company's current and target portfolio businesses and assets include operations that design, develop, manufacture and sell high-performance fully electric vehicles and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies NIHK's current technology-focused business model is a result of its board resolution on Sept. 15, 2020 to spin-in/off its specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company. Newhall, California-based DylanFloyd Accounting & Consulting, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2023, citing that the Company has an accumulated deficit of $16,394,409 for the year ended Dec. 31, 2022. These factors raise substantial doubt about the Company's ability to continue as a going concern. As of September 30, 2023, the Company had a cash balance of $19,456 (i.e. cash is used to fund operations). The Company does believe its current cash balances will be sufficient to allow it to fund its operating plan for the next 12 months. However, Video River Networks' ability to continue as a going concern is still dependent on the Company obtaining adequate capital to fund operation or maintaining consecutive quarterly profitability. If it is unable to obtain adequate capital, or maintaining consecutive quarterly profitability, the Company could be forced to cease operations or substantially curtail its drug development activities. These conditions could raise substantial doubt as to the Company's ability to continue as a going concern, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. VILLAGE GATE: Wins Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Ohio, Western Division, authorized Village Gate, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 15% variance. Prior to the commencement of the Case, the Debtor's largest creditor was Funding Realty, LLC, a Florida limited liability company. The Debtor's obligation to the Senior Secured Lender is evidenced by: (a) A Secured Promissory Note dated March 29, 2016, along with a Mortgage filed March 31, 2016, including an Assignment of Leases and Rents; a Forbearance Agreement dated April 1, 2019; a Forbearance Agreement dated April 15, 2021; and, a Forbearance Offer and Acceptance dated February 3, 2022; and (b) A Line of Credit Note dated March 29, 2016. The total debt owed to the Senior Secured Lender under the Senior Secured Loan Documents, as of the Petition Date is $1.990 million on the First Mortgage and $1.2 million on the Line of Credit. As adequate protection, the Senior Secured Lender is granted valid, binding, enforceable and perfected first priority liens and security interests, superior to the liens and security interests or other interests or rights of all other creditors in and upon the Prepetition Collateral, the post-petition Rents, and all proceeds thereof to the same extent and priority as the Secured Lender had as of the Petition Date. As adequate protection for any post-petition diminution in value of the Senior Secured Lender's interests in its Collateral, including without limitation for any diminution in value resulting from the use of Rents, the use, sale or lease of any other Pre-Petition Collateral or the imposition of the automatic stay, the Debtor will hold for the benefit of the Senior Secured Lender, and subject to all of the terms of the Order, an adequate protection payment of $32,000 per month from the Rents from February (and including March) though the entry of a final order on the Motion. As further adequate protection, Senior Secured Lender is granted an administrative expense claims against the Debtor's estate for the full amount of such diminution, in accordance with 11 U.S.C. section 507(b), with priority over every other claim allowable under 11 U.S.C. section 507(a) subject to the Trustee Carve-Out. In order to secure the Adequate Protection Claim, the Senior Secured Lender, subject to the Trustee Carve-Out, is granted a lien and security interest in and upon (a) the Pre-Petition Collateral and all post-petition proceeds of the Pre-Petition Collateral and (b) the Post-Petition Collateral and all proceeds thereof to the same extent, validity and priority as its pre-petition security interest. The events that constitute an "Event of Default" include: (a) the Case is either dismissed or converted to a case under chapter 7 of the Bankruptcy Code; (b) a trustee (other than the subchapter V trustee already appointed to serve in the Case) or an examiner with expanded powers is appointed in the Case, or the Debtor ceases to be a debtor-in-possession; and (c) the Debtor ceases operation of its business or takes any material action for the purposes of effecting such cessation without the prior written consent of the Senior Secured Lender. A final hearing on the matter is set for June 4 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=NBZfIj from PacerMonitor.com. About Village Gate, LLC Village Gate, LLC primarily engaged in renting and leasing real estate properties. Village Gate, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-10180) on Jan. 30, 2024, listing $1,425,500 in assets and $2,456,073 in liabilities. The petition was signed by Shlomo (Steve) Rasabi as LLC manager. Judge Beth A Buchanan presides over the case. David A Kruer, Esq. at DAVID KRUER & COMPANY, LLC represents the Debtor as counsel. VMR CONTRACTORS: Wins Cash Collateral Access Thru April 29 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized VMR Contractors Inc. to use cash collateral on an interim basis in accordance with the budget and the terms of the Order entered March 1, 2023, through April 29, 2024. A further hearing on the matter is set for April 22 at 10 a.m. As previously reported by the Troubled Company Reporter, several entities may claim an interest in the Debtor's cash collateral. Those potential claimants are: 1. State of Illinois, which recorded state tax liens on April 28 and June 14, 2022, in the total amount of $32,346. 2. Internal Revenue Service, which recorded federal tax liens with the Illinois Secretary of State, including a lien November 16, 2016, in the amount of $424,956. Other tax liens also have been recorded; the IRS has asserted it is owed $819,234. The Debtor disputes a large portion of this amount, including an obligation from 2015 of $560,027, which appears to be clearly erroneous because it is wholly disproportionate to the Debtor's operations. 3. Old National Bank, whose predecessor, Bridgeview Bank Group, filed on August 1, 2018, a financing statement with the Illinois Secretary of State as document number 023614561. The amount owed to Old National is approximately $160,633. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=CtXair from PacerMonitor.com. The Debtor projects $102,751 in estimated income and $101,871 in total expenses. About VMR Contractors VMR Contractors is in the business of supplying and installing rebar for road construction projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14211) on December 8, 2022. In the petition signed by Vincent Roberson, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Benjamin Goldgar oversees the case. William J. Factor, Esq., at Factor Law, is the Debtor's legal counsel. WATER NOW: Ex-CEO Stole Millions, Investors Say ----------------------------------------------- Spencer Brewer of Law360 reports that investors of now-defunct water purification company Water Now said its former CEO ran the business into the ground while enriching himself, telling a Texas federal court Friday, March 29, 2024, that the executive used the company to take out significant loans and line his own pockets. About Water Now Water Now, Inc., provided water purification equipment and services. The Company offered potable machine that turns contaminated water into clean drinking water. Water Now serves customers in the United States. The Company is based in Fort Worth, Texas. Water Now filed a Chapter 7 bankruptcy petition (Bankr. N.D. Tex. Case No. 23-40678) on March 8, 2023. The Debtor's counsel: Susan Angle Law Offices of St. Clair Newbern, III PO Box 101477 Ft Worth, TX 76109 817-937-3097 Email: sangle@newbernlawoffice.com - and - Scott D. Lawrence Wick Phillips Gould & Martin, LLP 3131 McKinney Ave. Suite 500 Dallas, TX 75204 214-420-4449 Fax : 214-692-6255 Email: scott.lawrence@wickphillips.com Chapter 7 Trustee Laurie Dahl Rea can be reached at: Laurie D. Rea Rochelle McCullough LLP 300 Throckmorton Street, Suite 520 Fort Worth, TX 76102 817-347-5260 WC 56 EAST AVENUE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: WC 56 East Avenue, LLC 814 Lavaca Street Austin TX 78101 Business Description: WC 56 East Avenue is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-10364 Judge: Hon. Christopher G. Bradley Debtor's Counsel: Ron Satija, Esq. HAYWARD PLLC 7600 Burnet Rd. Ste 530 Austin TX 78757 Tel: 7370-881-7102 E-mail: rsatija@haywardfirm.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $10 million to $50 million The petition was signed by Natin Paul as authorized signatory. 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/NTZT25I/WC_56_East_Avenue_LLC__txwbke-24-10364__0001.0.pdf?mcid=tGE4TAMA WC 5TH AND WALLER: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: WC 5th and Waller, LLC 814 Lavaca Street Austin TX 78701 Business Description: WC 5th and Waller is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-10366 Judge: Hon. Christopher G. Bradley Debtor's Counsel: Ron Satija, Esq. HAYWARD PLLC 7600 Burnet Rd, Ste. 530 Austin, TX 78757 Tel: (737) 881-7102 E-mail: rsatija@haywardfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Natin Paul as authorized signatory. 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/XMPOOMA/WC_5th_and_Waller_LLC__txwbke-24-10366__0001.0.pdf?mcid=tGE4TAMA WELLPATH HOLDINGS: S&P Places 'CCC+' ICR on CreditWatch Negative ---------------------------------------------------------------- S&P Global Ratings placed all its ratings on Nashville, Tenn.-based WellPath Holdings Inc., including its 'CCC+' issuer credit rating, on CreditWatch with negative implications. S&P plans to resolve the CreditWatch once it sees clarity in the company's strategy, including a refinancing plan, with a strong likelihood that we will further lower the rating if the company appears unable to refinance or extend its revolver due in October 2024 and first-lien term loan before it goes current in October 2024. WellPath's debt maturities are approaching. Its $65 million revolver ($31 million available as of Sept. 30, 2023) is due in October 2024, and the $475 million first-lien term loan will become a current obligation in about six months (maturing in October 2025). Cash flow has improved but is still weak.The debt maturities are approaching at a time when interest rates are high and WellPath is still generating free cash flow deficits. The cash flow deficit was $15 million deficit for the first nine months of 2023, an improvement from a $45 million deficit in fiscal 2022. The improvement is due to a focus on margin improvement, which we expect to continue in 2024. Its EBITDA margin has improved to 3.4% for the trailing 12 months ended Sept. 30 from 1.8% for fiscal 2022. However, it's unclear if WellPath will improve cash flow necessary to support its capital structure. The company's debt is trading well below par. WellPath's first-lien term loan is trading at about 80 cents on the dollar, but the second-lien term loan is trading particularly weak at about 60 cents on the dollar. Given the near-term debt maturities, S&P believes this raises the risk of a restructuring that we might consider a distressed exchange. Its liquidity is less than adequate. S&P only includes WellPath's $36 million cash on hand in our liquidity assessment. Although there is $31 million available under its revolving credit facility, our liquidity assessment excludes revolver availability since it became current in October 2023. There are no financial covenants on the term loan. However, the revolving credit facility is subject to springing first-lien leverage covenant of 6.3x, tested when drawn more than 35%. As of Sept. 30, 2023, about $34 million RCF revolver was outstanding and the company had maintained more than 35% covenant cushion. S&P said, "We plan to resolve the CreditWatch once we see clarity in WellPath's strategy, including its debt refinancing plan. It's a strong likelihood that we will further lower the rating if the company appears unable to refinance its debt or we believe a refinancing transaction that may include a distressed exchange is possible in the next few quarters. "Governance factors are a moderately negative consideration in our credit rating analysis of WellPath. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns. "Social factors are, on balance, neutral to our analysis. Correctional facilities will continue to provide health care to inmates, and we expect they will continue to outsource this function to operators such as WellPath. In addition, we believe its small but expanding segment providing behavioral health services to inmates is valuable to this population." WOFFORD ENTERPRISES: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Wofford Enterprises, LLC, to use cash collateral, on an interim basis, in accordance with the budget, through the date of the further hearing set for April 24, 2024 at 9:30 a.m. The Debtor requires the use of cash collateral to fund all necessary operating expenses of the Debtor's business. The Debtor has financed its operations on a cash basis. The Debtor relies on current revenues to fund its operations. The Debtor has 4 pre-petition merchant cash advances/lenders that have a lien on the Debtor's cash and receivables. Those lenders are U.S. Small Business Administration, JPMorgan Chase Bank, NA, Austin Business Finance, and National Funding, Inc. Apart from the Cash Collateral Lenders, the Debtor also has several service providers which it struggles to remain current with, and other unsecured debt which it unable to pay. The Cash Collateral lenders will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as their respective prepetition lien(s), without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A copy of the motion is available at https://urlcurt.com/u?l=CdQQZL from PacerMonitor.com. A copy of the order and the Debtor's budget is available at https://urlcurt.com/u?l=katCB1 from PacerMonitor.com. The Debtor projects $112,500 in net revenue and $109,622 in total expenses for the period from March 14 to April 14, 2024. About Wofford Enterprises, LLC Wofford Enterprises, LLC's primary business is a roofing company and contractor based out of Duval County, Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 3:24-bk-00657-BAJ) on March 7, 2024. In the petition signed by Jerod Wofford, owner, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Thomas Adam, Esq. represents the Debtor as legal counsel. WOM S.A.: Chile Telecom Operator Hits Chapter 11 Bankruptcy ----------------------------------------------------------- Chilean mobile and broadband telecommunications provider WOM SA, f/k/a Nextel Chile SA, and several affiliates filed chapter 11 petitions on April 1, 2024, in the U.S. Bankruptcy Court for the District of Delaware. WOM SA reported $1 billion to $10 billion in both assets and liabilities. The debtors enter chapter 11 with a $210 million DIP financing commitment, which would be used to repay the Debtors' prepetition securitization facility and critical vendors. JPMorgan Chase & Co. had agreed to provide $200 million in debtor-in-possession financing. Although negotiations with stakeholders on a "definitive restructuring solution" are underway, the Debtors have not yet filed a reorganization plan. According to the company's press release, the chapter 11 filing will allow WOM to reorganize its capital structure and address short-term liquidity needs in the face of a "difficult credit market environment." CEO Chris Bannister said that the chapter 11 process will allow the debtors to work with creditors and access new sources of funding to "ensure the financial stability of the company." Bloomberg notes that the filing allows WOM, which had about $1.8 billion in total liabilities at the end of last year, to keep operating while it works on a plan to repay creditors. Fastest Growing Robert Wagstaff, a Managing Director at Riveron RTS, LLC and the chief restructuring advisor for debtor WOM S.A., said in the First Day Declaration that WOM is one of the fastest growing and market-leading Chilean telecommunications providers, focused on offering mobile voice, data, and broadband services, along with a rapidly expanding "Fiber to the Home" ("FTTH") broadband offering, to consumers and businesses in Chile. Since the acquisition of Nextel Chile in 2015 through Novator Partners LLP's investment vehicle NC Telecom AS, WOM has expanded from having virtually no market share to establishing itself as the second-largest mobile network operator in Chile. As of December 2023, the Debtors' total customer base is comprised of over 8.5 million customers and has rapidly grown to approximately 31% of port-in market share across pre- and post-paid customers. The Company expanded its offerings to include FTTH broadband service in 2020, and 5G for its mobile network in 2022. As of September 2023, WOM has the largest 5G coverage area and the fastest mobile network in Chile. As of the Petition Date, the Company's 5G wireless broadband services deliver internet access to approximately one million customers, with a coverage area that spans over 18 million people. The Company holds spectrum in four bands, including 3G, 4G, and 5G networks, which corresponds to approximately 25.8% of all spectrum for mobile services in Chile. Along with providing extensive coverage, large download capacity, high speeds and stable connectivity, the Company provides 4G network coverage to 99% of Chile through national roaming agreements with certain other mobile companies operating in Chile. Liquidity Challenges According to Mr. Wagstaff, the Company has faced liquidity challenges for the past year. In March 2023, Fitch downgraded the 2024 and 2028 unsecured U.S.-dollar-denominated notes issued by Kenbourne Invest S.A. to B+/RR4 from BB-, with a negative rating outlook. The downgrade cited an uncertain path to deleveraging in issuing the downgrade. The downgrade had multiple impacts on liquidity. First, it triggered a margin call on the Company's CLP/USD derivative contracts, resulting in a use of cash of more than $35 million between April and November 2023, when the Company closed out its remaining hedged positions. The downgrade also caused the Inter-American Investment Corporation, an affiliate of Inter-American Development Bank ("IDB"), to reduce its credit facility to the Company from $100 million to $50 million, depriving the Company of a vital source of liquidity to finance the customer receivables generated from the remaining collections on the sale of handsets. After a second downgrade in the Company's bonds in November 2023, IDB closed the credit facility altogether. Since then, the Company has been paying down the remaining balance to IDB, absorbing another $35 million in liquidity between November 2023 and March 2024. The delayed rollout of the Company's 5G network buildout also negatively affected liquidity in 2023. The Company has been in an international arbitration proceeding with the government of Chile over restrictions in the construction of cellular towers in certain areas of the country. The Company's inability to build towers at the expected pace prevented the Company from selling the constructed towers under the sale-leaseback agreement with Phoenix Tower International and deprived the Company of an estimated $25 million in liquidity in 2023. Since November 2023, given these negative impacts on liquidity, and faced with a tight credit market and an uncertain path to refinancing the Company's 2024 Notes with a maturity in November 2024, the Company has had to resort to expensive, short-term local financing to finance its operations. It has also extended payment terms to suppliers to manage liquidity. Despite management's efforts to reduce costs, including through payroll reductions, the combination of the negative impacts above on the Company's liquidity caused the Company to explore restructuring alternatives. Prior to the commencement of these Chapter 11 Cases, the Company pursued a capital raise to redeem its 2024 Notes and provide additional cash to its balance sheet. To assist with those negotiations and analyze the Company's liquidity position and cash flow projections, Rothschild & Co, through its UK entity N.M. Rothschild & Sons Limited, was hired as the Company's investment banker. The Company also hired other restructuring advisors, including Riveron, to develop and help implement options for a potential restructuring of all its financial indebtedness in parallel with the discussions regarding the capital raise. $210M DIP Financing While the Company and its advisors explored various out-of-court financing options including a potential capital raise to refinance the 2024 Notes, such financing was ultimately unsuccessful. In light of its continued stressed liquidity position, the Company launched a further process in March 2024 to raise either out-of-court financing or an in-court debtor-in- possession ("DIP") facility. After evaluating all available options, the Company determined that the out-of-court proposals it had received were not actionable within the necessary time frame for needed liquidity or imposed unacceptable conditions to funding and instead the Company turned to potential Chapter 11 Cases and obtaining a DIP facility to address the Company's funding needs. The most immediate issue for the Debtors is to obtain liquidity to ensure sufficient working capital to efficiently operate its business and administer their estates. Among the payments that need to be made on an expedited basis are amounts owed to employees, foreign and third-party vendors, and taxing authorities, among others, who provide the essential services or authorizations needed to operate, maintain, and protect the value of the Debtors' assets. While those parties are essential to the prospects of success for these Chapter 11 Cases, many of these foreign parties also have no known material ties to the United States and so the Debtors have no assurances that such parties will respect the automatic stay or this Court's orders. Thus, to ensure that there is sufficient liquidity to maintain operations with minimal disruption and maximize the value of their estates, the Debtors seek approval of a debtor-in-possession financing facility from JPMorgan Chase Bank, N.A. (the "DIP Agent"). The DIP Facility is a multi-draw term loan facility in the aggregate principal amount of up to $210 million. The DIP Facility will, among other things, permit the Debtors to continue to fund their operations during the pendency of these Chapter 11 cases and provide the Debtors with the funds that are critical to the Debtors’ efforts to maximize and preserve value for their stakeholders during these Chapter 11 Case About WOM WOM is a Chilean telecommunications provider, focused on offering mobile voice, data, and broadband services, along with a rapidly expanding "Fiber to the Home" broadband offering, to consumers and businesses in Chile. Since the acquisition of Nextel Chile in 2015 through Novator Partners LLP's investment vehicle NC Telecom AS, WOM has expanded from having virtually no market share to establishing itself as the second-largest mobile network operator in Chile. WOM sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10628) on April 1, 2024. In the petition filed by Timothy O'Connoer, as independent director, the Debtor reports estimated assets and liabilities between $1 billion and $10 billion each. The Honorable Bankruptcy Judge Karen B. Owens oversees the case. The Debtors tapped WHITE & CASE LLP as general bankruptcy counsel, RICHARDS, LAYTON & FINGER, P.A., as local bankruptcy counsel, RIVERON CONSULTING LLC as financial advisor, and ROTHSCHILD & CO US INC. as investment banker. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. YELLOW CORP: $7.8-Bil. Pension Fight Will Proceed in Ch. 11 Case ---------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Yellow Corp.'s fight over $7.8 billion in pension fund withdrawal liability claims will be handled in the course of the trucking company's Chapter 11 case, not in arbitration, a Delaware bankruptcy judge ruled. The dispute that stakeholders have called the most important issue in Yellow's insolvency proceedings will be decided through a bankruptcy court trial to begin in early August, Judge Craig T. Goldblatt of the US Bankruptcy Court for the District of Delaware ruled Wednesday. The outcome of the claims dispute will determine the amount that hedge fund MFN Partners LP and other Yellow shareholders may reap in recoveries from the less-than-truckload carrier’s bankruptcy. In a 40-page opinion, Goldblatt overruled efforts by Central States Pension Fund and 10 other pension funds to let an arbitrator decide the company's liability for shuttering its business and withdrawing from the multiemployer worker benefit funds. The question "is a close one and the arguments in favor of arbitration are serious," said Goldblatt. He noted a significant conflict over judicial venues prescribed for resolving claim disputes in bankruptcy and withdrawal liability under the Multiemployer Pension Plan Amendments Act. But the arguments in favor of sending the dispute to arbitration are "outweighed by several factors" in this case, including the participation of other interested parties, the central importance of the claim dispute in Yellow's Chapter 11 case, "and the uncertainties about how long an arbitration process might take," the judge said. The decision is influenced by a parallel dispute involving the government's Pension Benefit Guaranty Corp., which covers shortfalls between the benefits a plan owes and the benefits an insolvent plan can pay. Yellow has called into question the pension funds' use of a regulation established by the PBGC as part of the American Rescue Act to calculate the company's withdrawal liability. Under the 2021 bailout legislation, the federal government provided billions to distressed multiemployer funds. If the court sends the liability dispute to arbitration, "complex parallel proceedings" might be required to resolve the PBGC regulation challenge, the judge said in Wednesday's, March 27, 2024, decision. It's premature for the bankruptcy court to decide whether it has authority to hear the regulatory dispute or whether it should be heard by a federal district court judge, Goldblatt said. But, based on a preliminary review, it appears that the bankruptcy claims allowance process provides an applicable setting to resolve the issue, he said. The PBGC and MFN Partners are welcome to participate in the bankruptcy claim litigation, said Goldblatt. Yellow filed for Chapter 11 in August with plans to liquidate after failing to win concessions from its unionized drivers. Yellow is represented by Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP. The Central States Pension Fund is represented by Sullivan Hazeltine Allinson LLC. The group of 10 pension funds is represented by Groom Law Group. MFN is represented by Potter Anderson & Corroon LLP and Quinn Emanuel Urquhart & Sullivan LLP. The case is In re Yellow Corp., Bankr. D. Del., No. 23-11069, opinion 3/27/24. About Yellow Corporation Yellow Corporation -- http://www.myyellow.com/-- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corporation had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel; Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel; Kasowitz, Benson and Torres, LLP as special litigation counsel; Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions is the claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve as counsels to Beal Bank USA and the U.S. Department of the Treasury, respectively. On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller Buckfire as investment banker; and Huron Consulting Services, LLC, as financial advisor. ********* 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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On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***