/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240404.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 4, 2024, Vol. 28, No. 94 Headlines 18 ALEXANDRA: Hires Law Office of James A. Graham as Attorney 510 S3 AU: Voluntary Chapter 11 Case Summary 9300 WILSHIRE: Seeks to Extend Plan Exclusivity to August 1 ACCELERATE DIAGNOSTICS: Ernst & Young Raises Going Concern Doubt AFFORDABLE POOL: Richardo Kilpatrick Named Subchapter V Trustee AHAB FINANCE 2: S&P Assigned 'B' ICR, Outlook Stable ALECTO HEALTHCARE: Chapter 11 Reorganization Plan Okayed ALR CONSTRUCTION: Hires Powell Auction & Realty as Auctioneer AMERICAN HOME: Case Summary & 17 Unsecured Creditors AMG CRITICAL: S&P Alters Outlook to Stable, Affirms 'B+' ICR AMSTERDAM HOUSE: Unsecureds' Recovery "Unknown" in Liquidating Plan ARIEL LLC: Hires Law Offices of Louis S. Robin as Counsel ARTICO COLD: Robert Handler Named Subchapter V Trustee ASPIRA WOMEN'S: CFO to Receive Additional Cash Bonuses ASTRA ACQUISITION: BlackRock DLC Marks $2.8MM Loan at 40% Off BAN RE GROUP: Voluntary Chapter 11 Case Summary BARRETTS MINERALS: Junior Creditors Want Oppose Talc Mine Sale BARRETTS MINERALS: Riverspan PE Unit to Buy Assets for $32-Mil. BARRETTS MINERALS: Talc Mine Sale Ok'd Despite Creditors Opposition BARRIO DOGG: Case Summary & 19 Unsecured Creditors BARRIO RESTAURANT: Case Summary & 19 Unsecured Creditors BAYER AG: Plans to Use 'Texas Two-Step' Bankruptcy to Resolve Suits BIRD GLOBAL: Addt'l $2.2MM DIP Loan from US Bank Has Interim OK BURGESS BUNGALOW: Case Summary & Eight Unsecured Creditors CAMBER ENERGY: Regains Compliance With NYSE Listing Standards CANO HEALTH: Files Proposed Chapter 11 Plan of Reorganization CANO HEALTH: Holds 14.1% of MSP's Class A Shares as of March 22 CAPREF LLOYD: April 17 Bid Deadline for Lloyd Center Set CAPSTONE COMPANY: Assurance Dimensions Raises Going Concern Doubt CAPSTONE INVESTMENTS: Hires Whitney Woodson CPA as Accountant CARLISLE SENIOR: Case Summary & Four Unsecured Creditors CCC CONSULTING: Amends Unsecured Claims Pay Details CHAMPIONX CORP: S&P Places 'BB+' ICR on CreditWatch Positive COMSTOCK RESOURCES: S&P Rates New $375MM 6.75% Unsecured Notes 'B' CONVERGEONE HOLDINGS: Said to Have Restructuring Deal w/ Creditors CURO GROUP: Files Amended Plan; Confirmation Hearing April 30 CV SCIENCES: Haskell & White Raises Going Concern Doubt CWT GROUP: Fitch Puts Ratings on Watch Positive DELCATH SYSTEMS: Rosalind Advisors, 4 Others Report 9.9% Stake DYE & DURHAM: Moody's Gives B1 Rating on New Senior Secured Notes EBIX INC: Seeks to Extend Plan Exclusivity to July 14 ELETSON HOLDINGS: Creditors Ask Court to Cut Reed Smith's Fee Bid ENGLOBAL CORP: Moss Adams Raises Going Concern Doubt ENSERVCO CORP: Pannell Kerr Forster Raises Going Concern Doubt EXPERTUS HEALTH: Seeks to Extend Plan Exclusivity to August 31 EXPRESS INC: To Hold Talks With Lenders for Bankruptcy Funding FASTVAN TECHNOLOGIES: Mark Sharf Named Subchapter V Trustee FISKER INC: Pauses EV Production, May Seek Chapter 11 FTX TRADING: Seeks to Extend Plan Exclusivity to June 27 GAMESTOP CORP: Promotes D. Moore to Principal Financial Officer GAMESTOP CORP: Swings to $6.7 Million Net Income in FY 2023 GENESIS GLOBAL: Gets Court Nod for $21 Million SEC Settlement GENESIS GLOBAL: Must Face SEC Suit With Gemini Over Earn Program HIGH PLAINS RADIO: Scott Seidel Named Subchapter V Trustee HMS REAL ESTATE: Dwayne Murray Named Subchapter V Trustee HOLLIE RAY: Seeks to Hire Slocum Law as Legal Counsel HORNBLOWER HOLDINGS: Court OKs $300MM DIP Loan from GLAS Trust IKE'S AIR: Brad Odell of Mullin Named Subchapter V Trustee INH BUYER: BlackRock DLC Marks $3.6MM Loan at 17% Off JER INVESTORS: Amends Junior Subordinated Note Claims Pay JOANN INC: Disclosure & Plan Combine Hearing Set for April 25 JP INTERMEDIATE: BlackRock DLC Marks $1.6MM Loan at 28% Off KNOTTY NUFF: Unsecured Creditors to Split $11K over 3 Years KOPPERS HOLDINGS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable KRAEMER TEXTILES: Leona Mogavero Named Subchapter V Trustee LAX INTEGRATED: Fitch Affirms BB+ on $1.2BB 2018A/B Sr. Lien Bonds LFTD PARTNERS: Fruci & Associates II Raises Going Concern Doubt LOCALOC INC: Nathan Smith of Malcolm Named Subchapter V Trustee LUMEN TECHNOLOGIES: Fitch Upgrades IDR to CCC+ From RD LUMEN TECHNOLOGIES: To Concentrate on Business Stabilization MAGENTA BUYER: BlackRock DLC Marks $3MM Loan at 60% Off MAGENTA BUYER: BlackRock DLC Marks $591,275 Loan at 23% Off MAGENTA BUYER: BlackRock PCF Marks $2.4MM Loan at 28% Off MAGENTA BUYER: BlackRock PCF Marks $841,504 Loan at 22% Off MAGENTA BUYER: Hire Evercore Partners for Advice MAGENTA BUYER: Lenders Hire Centerview Partners as Adviser MARY'S WOODS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable MASSAGE BY DENISE: Gary Murphey Named Subchapter V Trustee MATHESON FLIGHT: Seeks to Hire Ask LLP as Special Counsel MCMILLAN-WARNER: A.M. Best Affirms B-(Fair) FS Rating MIDCAP FINCO: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable MILLENKAMP CATTLE: Case Summary & 20 Largest Unsecured Creditors MV REALTY: AGs Back UST Bid for Case Conversion or Dismissal NASHVILLE SENIOR: Plan Exclusivity Period Extended to April 15 NELNET INC: Moody's Affirms 'Ba1' CFR & Alters Outlook to Negative NEP GROUP: BlackRock DLC Marks $130,856 Loan at 20% Off OFFICE PROPERTIES: Sells Chicago Property for $38.5 Million OMNIQ CORP: Partners With SPAR International for Retail Innovation OMNIQ CORP: Secures Major Purchase Order From NESTLE ONE MORE RECOVERY: Katharine Clark Named Subchapter V Trustee ONEMAIN HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Remains Stable OUTDOOR VOICES: Unexpectedly Closes All Stores OUTLOOK THERAPEUTICS: Grants Stock Options to Key Executives OUTLOOK THERAPEUTICS: Registers Up to 21.4M Shares for Resale PALOMAR HEALTH: S&P Lowers Revenue Bonds LT Rating to 'BB+' PERASO INC: Weinberg & Company Raises Going Concern Doubt PHC BUYER: BlackRock DLC Marks $101,053 Loan at 16% Off PINNACLE HOLDINGS: Hires HCA Law LLC as Attorney PLV ELECTRIC: Voluntary Chapter 11 Case Summary PRIME HARVEST: Case Summary & 18 Unsecured Creditors PROVECTUS BIOPHARMA: Bruce Horowitz Resigns as COO PW KRAV 2018: Hires Haberbush LLP as General Bankruptcy Counsel PW KRAV 2018: Hires Van Horn Auctions & Appraisal as Appraiser R & P LAND: Brian Walding Named Subchapter V Trustee R.E.X. LLC: Aaron Amore Named Subchapter V Trustee RACKSPACE TECHNOLOGY: Completes $530 Million Term Loan Exchange RADIATE HOLDCO: BlackRock PCF Marks $1.3MM Loan at 19% Off RESEARCH NOW: BlackRock PCF Marks $2.4MM Loan at 25% Off REVERSE MORTGAGE INVESTMENT: Court Approves Chapter 7 Liquidation RISKON INTERNATIONAL: Receives Another Nasdaq Noncompliance Notice RITE AID: Amends Unsecureds & Senior Secured Notes Claims Pay SACKS WESTON: Hires CliftonLarsonAllen LLP as Accountant SELECTIS HEALTH: Board Approves Indemnity Agreement SELECTIS HEALTH: Names Adam Desmond as CEO SHAMROCK INDUSTRIES: Hires Glankler Brown PLLC as Attorney SHARPLINK GAMING: Cherry Bekaert Raises Going Concern Doubt SHOES FOR CREWS: Hits Chapter 11 Bankruptcy to Sell Business SNG INVESTMENTS: Case Summary & Two Unsecured Creditors SPLASH BEVERAGE: Rose, Snyder & Jacobs Raises Going Concern Doubt SRS DISTRIBUTION: S&P Places 'B-' ICR on CreditWatch Positive STATE FARM: A.M. Best Cuts Financial Strength Rating to B(Fair) SUITED CONNECTOR: BlackRock DLC Marks $1.3MM Loan at 34% Off SUITED CONNECTOR: BlackRock DLC Marks $224,881 Loan at 34% Off SUPOR PROPERTIES: Case Summary & Largest Unsecured Creditors THERAPEUTICS MD: Berkowitz Pollack Brant Raises Going Concern Doubt THREE SISTERS: Voluntary Chapter 11 Case Summary THREE STAR: Hires Law Offices of Craig M. Geno PLLC as Counsel THREE STAR: Seeks to Hire Payne Law Firm as Co-Counsel TREASURES AND GEMS: Case Summary & Seven Unsecured Creditors TURKEY LEG: Brendon Singh of Tran Singh Named Subchapter V Trustee U.S. CREDIT: Trustee Hires Huron Consulting as Financial Advisor URBAN EMPIRE: Creditors to Get Proceeds From Liquidation VANGUARD MEDICAL: Stephen Gray Named Subchapter V Trustee VEEAM: Moody's Lowers First Lien Sr. Secured Debt Rating to B2 VIEW INC: Case Summary & 30 Largest Unsecured Creditors WEWORK INC: Foresees $8-Bil. Rent Savings After Bankruptcy WEWORK INC: Mall Mogul Arrested Over $77M Tender Offer WEWORK INC: Neuman, Partners Offer to Buy Biz. for More Than $500M WHELE LLC: BlackRock DLC Marks $2.6MM Loan at 32% Off WHITE COLUMNS: Rental Income & Property Sale Proceeds to Fund Plan WINDSOR HOTEL: Voluntary Chapter 11 Case Summary WOOF HOLDINGS: BlackRock PCF Marks $944,622 Loan at 19% Off WYTEC INTL: Horne LLP Raises Going Concern Doubt [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 18 ALEXANDRA: Hires Law Office of James A. Graham as Attorney ------------------------------------------------------------- 18 Alexandra Drive, IL, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Law Office of James A. Graham, LLC as attorney. The firm will provide these services: a. take necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor and the defense of any actions commenced against the Debtor; b. prepare, present and respond to, on behalf of the Debtor, necessary applications, motions, answers, orders, reports and other legal papers in connection with the administration of its estate; c. negotiate and prepare, on the Debtor's behalf, plan(s) of reorganization, disclosure statement(s), and all related agreements and documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan(s); d. attend meetings and negotiations with representatives of creditors and other parties in interest and advising and consulting on the conduct of the case; and e. perform any other legal services for the Debtor in connection with this chapter 11 case, except those requiring specialized expertise or for other reasons, for which special counsel will be retained. The firm will be paid based upon its normal and usual hourly billing rates. It will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the firm $ 3,888. James A. Graham, a partner at Law Office of James A. Graham, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James A. Graham, Esq. The Law Office of James A. Graham, LLC 701 Loyola Avenue #403 New Orleans, LA 70113 Telephone: (504) 777-3625 Email: jgraham@jamesgrahamlaw.com About 18 Alexandra Drive, IL, LLC 18 Alexandra Drive IL, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 24-00633) on Jan. 17, 2024, disclosing under $1 million in both assets and liabilities. The Debtor hires The Law Office of James A. Graham, LLC. 510 S3 AU: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: 510 S3 AU LLC 510 53rd Sst Unit 5 Jacksonville Beach, FL 32250 Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-13208 Judge: Hon. Mindy A. Mora Debtor's Counsel: Ronald S. Kaniuk, Esq. KANIUK LAW OFFICE, P.A. 1615 S. Congress Avenue Suite 103 Delray Beach, FL 33445 Tel: 561-292-2127 Email: ron@kaniuklawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Masanari Inoue as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5M2RNZI/510_S3_AU_LLC__flsbke-24-13208__0001.0.pdf?mcid=tGE4TAMA 9300 WILSHIRE: Seeks to Extend Plan Exclusivity to August 1 ----------------------------------------------------------- 9300 Wilshire, LLC, asked U.S. Bankruptcy Court for the Central District of California to extend its exclusivity periods to file its plan of reorganization and disclosure statement and to confirm its plan of reorganization to August 1 and September 30, 2024, respectively. The Debtor explains that its bankruptcy case is complex with various operational and legal aspects. In the pending adversary proceeding entitled 9300 Wilshire, LLC v. AES Redondo Beach, LLC, adversary no. 2:23-ap-01163 ("Adversary Proceeding"), the focus of the litigation is the amounts owed to AES Redondo Beach, LLC ("AES"), the largest secured creditor of Debtor's bankruptcy estate ("Estate") related to the purchase of the Redondo Property. The Debtor contends this amount is $28 Million while AES contends it is approximately $42 Million as of the Bankruptcy filing date. The disparity between these two amounts is significant because these amounts are secured and Debtor intends to pay the claims of its creditors under any chapter 11 plan from third party resources. Debtor continues it settlement discussions with AES in the hopes that a consensual resolution can be reached regarding plan treatment of AES's claim. Additionally, AES ceased operations at its powerplant facility on the Redondo Property effective December 31, 2023. Once Debtor obtains possession of the Redondo Property, at that point, Debtor will be able to fully ascertain the environmental issues at the Redondo Property and determine the appropriate treatment for those issues under its plan. The Debtor asserts that it has made significant progress towards resolution of its objection to the priority claim filed by California Coastal Commission in the amount of approximately $35 Million. AES, who has accepted its obligations to defend and indemnify Debtor for any liability owed under the Coastal Claim, has been brought into the Costal Claim settlement discussions between Debtor and the Coastal Commission. If a consensual resolution is reached, the Coastal Claim may be resolved outside of this bankruptcy case and Debtor will not need to provide treatment for the Coastal Claim under any chapter 11 plan it proposes. The Debtor further asserts that it continues to make significant progress towards resolving these lynch-pin issues that will determine which claims, and in what amounts, Debtor must provide for under any chapter 11 plan. Debtor is actively engaging with its largest creditors to resolve these issues in good-faith. Accordingly, cause exists for further extending the Exclusivity Periods. 9300 Wilshire, LLC is represented by: Victor A. Sahn, Esq. Steve Burnell, Esq. GREENSPOON MARDER LLP 1875 Century Park East, Suite 1900 Los Angeles, CA 90067 Tel: (213) 626-2311 Email: victor.sahn@gmlaw.com steve.burnell@gmlaw.com About 9300 Wilshire 9300 Wilshire, LLC, is a Beverly Hills-based company engaged in activities related to real estate. 9300 Wilshire filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10918) on Feb. 21, 2023, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Leonid Pustilnikov, 9300 Wilshire's manager, signed the petition. Judge Ernest M. Robles presides over the case. The Debtor tapped Victor A. Sahn, Esq., at Greenspoon Marder, LLP as bankruptcy counsel and Rutan & Tucker, LLP as special counsel. ACCELERATE DIAGNOSTICS: Ernst & Young Raises Going Concern Doubt ---------------------------------------------------------------- Accelerate Diagnostics, 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 Ernst & Young 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 29, 2024, Phoenix, Arizona-based Ernst & Young LLP said, "The Company has suffered recurring losses and negative cash flows from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern." Since inception, the Company has not achieved profitable operations or positive cash flows from operations. Its accumulated deficit totaled $668.9 million as of December 31, 2023. During the year ended December 31, 2023, the Company had a net loss of $61.6 million and negative cash flows from operations of $40.2 million. As of December 31, 2023, the Company had $13.2 million in cash and cash equivalents and working capital of $12.4 million. Additionally, the Company has a substantial amount of indebtedness comprised of $67.6 million aggregate principal amount of 5.00% Notes and $0.7 million aggregate principal amount of 2.50% Notes outstanding. As of December 31, 2023, the Company had $31.4 million in total assets, $51.3 million in total liabilities, and $19.9 million in total stockholders' deficit. "As a result of our financial condition, we have determined that, as of the date of this Form 10-K filing, there is substantial doubt about our ability to continue as a going concern, as we do not currently have adequate financial resources to fund our forecasted operating costs for at least twelve months from the date of the filing of this Form 10-K," the Company said. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/mvpzuk26 About Accelerate Diagnostics Tucson, AZ-based Accelerate Diagnostics, Inc. is an in vitro diagnostics company dedicated to providing solutions that improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. AFFORDABLE POOL: Richardo Kilpatrick Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Richardo Kilpatrick, Esq., at Kilpatrick & Associates, P.C. as Subchapter V trustee for Affordable Pool & Spa Inc. Mr. Kilpatrick 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. Kilpatrick declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Richardo I. Kilpatrick, Esq. Kilpatrick & Associates, P.C. 903 N. Opdyke Rd., Ste. C. Auburn Hills, MI 48326 Phone: (248) 377-0700 Fax: (248) 377-0800 Email: rkilpatrick@kaalaw.com About Affordable Pool & Spa Affordable Pool & Spa Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-30559) on March 25, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Joel D. Applebaum presides over the case. George E. Jacobs, Esq., at Bankruptcy Law Offices represents the Debtor as counsel. AHAB FINANCE 2: S&P Assigned 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Ahab Finance 2 Ltd. (dba AmaWaterways S.C.S.). At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to its proposed secured credit facility. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. The stable outlook reflects S&P's expectation that AmaWaterways' advance bookings and the continued recovery in its occupancy will support a healthy increase in its revenue and EBITDA and improving credit measures through 2024. Private-equity sponsor L Catterton announced it has entered into an agreement to acquire a majority stake in Calabasas, Calif.-based river cruise operator AmaWaterways S.C.S. The company will fund the acquisition with the proceeds from a new $600 million senior secured credit facility, comprising a $75 million revolving credit facility due 2029 and a $525 million term loan B due 2031, along with balance sheet cash and an equity investment from L Catterton. The 'B' issuer credit rating reflects the high degree of competition in the European river cruise market, as well as AmaWaterways' limited scale and diversity, lack of brand awareness, and financial-sponsor ownership. S&P said, "Despite our expectation the company's leverage will be in the 3x-4x range through 2024, we view L Catterton's majority ownership as a financial risk because we believe financial-sponsor owners frequently engage in debt-financed acquisitions, investments, or shareholder returns. However, AmaWaterways' good market position in the premium and luxury river cruise segments, good revenue visibility (given its long booking windows), and our view that its affluent target customer base is more resilient than mass market customers somewhat offset these risks." AmaWaterways is an established player in the European river cruising market, though it faces significant competition from other operators. The company compete against other river cruise operators, including Viking Cruises Ltd., Uniworld, and Avalon Waterways, among others. Aside from Viking, which benefits from a 50% market share, the river cruising market is highly fragmented. AmaWaterways has limited capacity and limited brand recognition in the space, which challenges its ability to take market share from larger, more well-known brands, like Viking. However, the company has entrenched its niche position in the premium and luxury segments of the river cruising industry, which caters largely to high-net-worth individuals in North America and Europe that are generally 55 years or older. In addition, approximately 90% of the company's customers reside in the U.S. or Canada. AmaWaterways' wealthier core customer base generally leads to higher spending per passenger. In addition, S&P expects the large and growing cohort of people aged 55 or older in North America and Europe will likely support continued demand for river cruises. The company benefits from a long booking window of approximately nine months, which supports significant revenue and cash flow visibility. In-line with other river cruise operators, AmaWaterways has sold more than two-thirds of its 2024 capacity and a smaller, but still material, portion of its 2025 capacity. The company's long booking window and short lead time to build new river vessels (approximately 18 months) provide it with some flexibility to manage its capacity increases based on demand patterns. Therefore, S&P believes management would successfully moderate its capacity growth in the river cruise market if demand falters. The company currently has four ships on order, with two deliveries each scheduled in 2024 and 2025. S&P expects AmaWaterways' forward booked position, increased fleet capacity, and recovering occupancy will support an expansion in its EBITDA beyond 2019 levels and support a reduction in its leverage to the mid-3x area as of the end of 2024 (from about 5.5x as of the close of the transaction). However, the demand for future cruise bookings could decline if stock market volatility negatively affects the wealth of its target customer demographic, leading them to reduce their discretionary spending on travel. Furthermore, an escalation of geopolitical conflicts could affect consumers' willingness to travel, especially for river cruises that rely on them to fly to overseas destinations. This could cause the company's customers to cancel their current 2024 or 2025 bookings. AmaWaterways is vulnerable to operating volatility, given its small fleet relative to those of its rated peers and concentration in river cruising. Given the company's small fleet of 25 ships and concentrated operations in European river cruising, we believe it lacks material asset and geographic diversity. In addition, it relies on a handful of ships to generate cash flow and service its debt, thus AmaWaterways is more vulnerable to adverse changes in the competitive environment and regional economic and environmental conditions than its larger, more diversified peers. The company's majority ownership by a financial sponsor increases its financial risk. L Catterton owns the majority of AmaWaterways' common equity while the founders will continue to hold a minority stake. S&P said, "We forecast the pro forma company's S&P Global Ratings-adjusted leverage will be in the mid-3x area in 2024, which is less aggressive than the leverage levels of many other financial sponsor-owned companies. However, our view of AmaWaterways' financial risk incorporates L Catterton's majority ownership, board control, and ability to dictate its strategy and cash flows. This could lead the company to adopt a more-aggressive financial policy, potentially by pursuing debt-financed acquisitions, additional investment spending, new ship orders, or shareholder distributions, which would likely weaken its credit measures. S&P said, "The stable outlook reflects our expectation AmaWaterways' advance bookings and the continued recovery in its occupancy levels will support a healthy increase in its revenue and EBITDA such that its leverage will improve to the mid-3x area as of the end of 2024 (which compared with pro forma leverage of mid-5x as of the close of the transaction). "We could lower our rating on AmaWaterways if its operating performance in 2024 is weaker than we expect or its 2025 bookings deteriorate such that its leverage increases above 6.5x and its free operating cash flow (FOCF) to debt declines below 5%. This could occur if the company underperforms our base-case assumptions due to escalating geopolitical conflicts, increased competitive pressures that lead to a significant reduction in the demand for river cruising, or increased shareholder returns. "We could consider raising our ratings on AmaWaterways by one notch if we believe its revenue and EBITDA will support sustained S&P Global Ratings-adjusted leverage of less than 5x, after incorporating future ship deliveries, other possible growth investments, and shareholder returns. We would also want to ensure that its sponsor will support its maintenance of S&P Global Ratings-adjusted leverage of less than 5x before raising our ratings." ALECTO HEALTHCARE: Chapter 11 Reorganization Plan Okayed -------------------------------------------------------- Emlyn Cameron of Law360 reports that a Delaware bankruptcy judge agreed to give hospital operator Alecto Healthcare Services LLC the all-clear on the company's Chapter 11 reorganization plan, saying the scheme was fair, achievable and made appropriate provisions for disposable income. Alecto Healthcare earlier asked the judge to approve its small business Chapter 11 reorganization, saying it is not leaving money on the table by releasing potential clawback claims. About Alecto Healthcare Services Alecto Healthcare Services, LLC, is a provider of healthcare infrastructure services based in Glendale Calif. Alecto Healthcare Services filed a Chapter 11 petition (Bankr. D. Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been appointed as Subchapter V trustee. Judge J. Kate Stickles oversees the case. Jeffrey R. Waxman, Esq., and Brya M. Keilson, Esq., at Morris James, LLP are the Debtor's bankruptcy attorneys. ALR CONSTRUCTION: Hires Powell Auction & Realty as Auctioneer ------------------------------------------------------------- ALR Construction, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern of District of Tennessee to employ Powell Auction & Realty as auctioneer. The firm will assist in the sale of personal property of the Debtor, including vehicles, equipment machinery, tools and building materials. The firm will be paid a commission of 15 percent of the sales price, paid as a buyer's premium. Kenny Phillips, a partner at Powell Auction & Realty, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kenny Phillips Powell Auction & Realty 6729 Pleasant Ridge Road Knoxville, TN 37921 Telephone: (865) 938-3403 About ALR Construction, Inc. ALR Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-30127) on January 25, 2024. In the petition signed by Raymond Graham IV, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Suzanne H Bauknight oversees the case. Brenda G. Brooks, Esq., at Moore & Brooks, represent the Debtor as legal counsel. AMERICAN HOME: Case Summary & 17 Unsecured Creditors ---------------------------------------------------- Debtor: American Home Fitness Co., LLC 44937 Schoenherr Road Sterling Heights, MI 48313 Business Description: Organized in 2001, the Debtor operates specialty retail locations across Michigan specializing in the sale of home fitness equipment. It is dedicated to providing families with quality fitness equipment to enhance each customer's lifestyle and health. Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 24-43240 Judge: Hon. Maria L Oxholm Debtor's Counsel: Charles D. Bullock, Esq. STEVENSON & BULLOCK, P.L.C. 26100 American Drive Suite 500 Southfield, MI 48034 Tel: (248) 354-7906 Ext. 2224 E-mail: cbullock@sbplclaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Eric R. Swanson as president. A copy of the Debtor's list of 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/URDC5TY/American_Home_Fitness_Co_LLC__miebke-24-43240__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UIDNKFQ/American_Home_Fitness_Co_LLC__miebke-24-43240__0001.0.pdf?mcid=tGE4TAMA AMG CRITICAL: S&P Alters Outlook to Stable, Affirms 'B+' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from positive and affirmed its 'B+' issuer credit rating on AMG Critical Materials N.V. The stable outlook reflects S&P's expectation that AMG has enough cushion in its credit metrics to absorb weaker prices--which it considers to be at their trough--and return to credit metrics commensurate with the current rating. AMG will report materially weaker earnings in fiscal 2024 mainly due to depressed lithium prices, partly offset by better earnings in the other segments. S&P said, "Overall, we expect S&P Global Ratings-adjusted EBITDA will decline by about 60% to $120 million-$140 million in fiscal 2024, compared to an average of $329 million generated over the past two years. The earnings decline is mainly due to weaker lithium carbonate and spodumene prices, which have dropped significantly to less than $15,000/metric ton (mt) and $1,200/mt, respectively, from highs of over $70,000/mt and $4,000/mt in 2022. We expect lithium prices will recover slowly in the coming months supported by production cuts and improved sentiments about battery demand. About 25% of lithium production is from producers that require carbonate prices of at least $15,000/mt to cover their cash costs, which also supports our belief of a gradual recovery in prices over our forecast period. Furthermore, we expect higher per unit cost at the Mibra mine in Brazil as the company shuts down the mine temporarily for expansion works later this year. Upon completion, the nameplate capacity of the mine will increase to 130,000 tons from 90,000 tons. We expect the company will produce about 90,000–95,000 tons of spodumene in 2024, before ramping up fully to the new capacity in 2025." S&P said, "Although AMG's lithium business accounted for the majority of the record high earnings in the past two years, we anticipate strong earnings in AMG vanadium and AMG technologies in 2024 will partly offset the weak performance in AMG lithium. Global expansion in vanadium recycling from refinery residues and increased demand for steel infrastructure could result in strong operating performance in AMG vanadium. At the same time, we anticipate a strong order backlog in AMG technologies will underpin EBITDA growth in AMG technologies segment. The company signed $350 million in new orders in 2023, creating an order backlog of $295 million as of Dec 31, 2023. The increased order book was due to robust demand for remelting and heat treatment furnaces." AMG continues to strengthen its business through a pipeline of transformative projects. AMG's lithium hydroxide plant in Germany is in advanced phases of commissioning, with planned product qualification process to commence in the third quarter of 2024. The 20,000 metric ton plant will convert technical-grade hydroxide into battery-grade hydroxide, allowing AMG to capture further value as it mines the lithium value chain for improved profitability and efficiency. Given the current pricing environment, the company decided to postpone construction of the lithium carbonate plant in Brazil to 2025 to preserve liquidity. Despite the delay of this project, S&P expects AMG's scale and scope will improve in 2025 with expected revenues of about $2 billion, following the completion of the spodumene plant expansion in Brazil and lithium hydroxide plant in Germany. The proposed issuance of $50 million of incremental term loan B will be used to fund corporate purposes, which includes further lithium resource development through mergers and acquisitions. These projects are part of AMG's efforts to become a major integrated lithium producer. While this pipeline of projects also presents execution risks, the company's history of executing such projects over the past eight years is a partial mitigant. Examples of successful completions include the lithium extraction project at the Mibra mine in Brazil that set the stage for its current lithium business and the expansion of the spent catalyst recycling plant. S&P said, "The stable outlook reflects our expectation of resilient credit metrics that continue to support the current rating despite our expectation for higher leverage over the next 12 months. We believe lower lithium prices will cause a material deterioration in earnings and cash flow in 2024. At the same time, in our view, the company will have sufficient liquidity at hand through robust cash balances on the balance sheet and its revolving credit facility. We expect leverage in the 5x-6x range in 2024." S&P could lower its ratings on AMG if its leverage remains above 5x on a sustained basis. This could happen if: -- Lithium prices remain depressed longer than expected, leading to sustained deterioration in profits and negative free operating cash flows (FOCF); or -- The company took on additional debt to fund acquisitions and capital projects. S&P could raise its ratings on AMG over the next 12 months if: -- It continues to strengthen its competitive position through the on-time and on-budget completions of capital projects, and; -- It sustains leverage below 3x. AMSTERDAM HOUSE: Unsecureds' Recovery "Unknown" in Liquidating Plan ------------------------------------------------------------------- Amsterdam House Continuing Care Retirement Community, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement for Plan of Liquidation dated March 28, 2024. The Debtor is a New York not-for-profit corporation that operates a continuing care retirement community ("CCRC") in Port Washington, New York. As a CCRC, the Debtor provides seniors with living accommodations and related health care and support services in a campus-style setting. The Debtor conducted a robust post-petition marketing and bidding process that culminated in a competitive auction process and the selection of Life Care Services Communities LLC d/b/a LCS Real Estate or its assignee ("LCS") as the successful bidder. The Bond Trustee objected to the relief sought by the Debtor in connection with the sale process, including the selection of LCS as the successful bidder. In addition, the Bond Trustee submitted a credit bid that contemplated winding down The Harborside. Following a contested hearing regarding the Debtor's sale of substantially all of its assets to LCS and the Initial Settlement Agreement, the Bankruptcy Court entered the Sale Order and Initial Settlement Order that, taken together, provided as follows: * The sale of substantially all of the Debtor's Assets to LCS for a purchase price of $63.25 million, with such sale proceeds being paid to the Bond Trustee; * The assumption of the Current Residents' Residency Agreements by LCS without modification as of the Sale Closing Date; and * The payment of all Entrance Fee Refunds owed to Former Residents from funding provided by ANH, ACCHS and LCS. Specifically, ANH and ACCHS agreed to contribute up to $40.75 million from the proceeds of an Acceptable Nursing Home Sale to provide funding for Entrance Fee Refunds owed to Former Residents as of the Sale Closing Date. To the extent such Entrance Fee Refunds exceed $40.75 million as of the Sale Closing Date, LCS agreed to provide funding for such obligations. Following entry of the Sale Order and Initial Settlement Order, the Settlement Parties continued engaging in settlement discussions and ultimately reached a global settlement agreement, the terms of which are set forth in the term sheet (the "Global Settlement Term Sheet"). The Global Settlement Term Sheet improved upon the terms of the Initial Settlement Agreement, by, among other things, increasing the contribution from ACCHS to $62.5 million payable from the proceeds of an Acceptable Nursing Home Sale and securing the Bond Trustee's consent to the LCS Sale. The Bankruptcy Court approved the Global Settlement Term Sheet at a hearing held on March 18, 2024. With the support of the Settlement Parties, the Debtor formulated the Plan, which effectuates the transactions contemplated in the Global Settlement Term Sheet by providing for, among other things, the orderly distribution of the proceeds of the Sale and the creation of a Liquidating Trust to administer, liquidate, and distribute proceeds of, among other Assets, the $62.5 million contribution from ACCHS pursuant to the terms and conditions of the Global Settlement Term Sheet. In particular, subject to the terms and conditions set forth in the Global Settlement Term Sheet and the Plan, Holders of Claims against the Debtor are to receive the following: * Holders of Bondholder Secured Claims: $62.0 million on the earlier of the Sale Closing Date and the Effective Date of the Plan plus the Remnant Asset Collateral, if any; * Holders of Bondholder Deficiency Claims: $17.0 million upon receipt by the Liquidating Trust of the Member Financial Contribution or any Alternative Payment plus Cash in an amount equal to the Pro Rata share of the proceeds of Remaining Remnant Assets distributable to Holders of Bondholder Deficiency Claims and Allowed General Unsecured Claims, if any; * Holders of Former Resident Claims: Payment in full of all Allowed Former Resident Claims upon receipt by the Liquidating Trust of the Member Financial Contribution or any Alternative Payment and subject to such Holders becoming Contribution Date Releasing Parties; and * Holders of General Unsecured Claims: Cash in an amount equal to the Pro Rata share of the proceeds of Remaining Remnant Assets distributable to Holders of Allowed Bondholder Deficiency Claims and Allowed General Unsecured Claims, if any. Class 6 consists of all Allowed General Unsecured Claims against the Debtor not included within the other specifically defined Classes hereunder. Upon the terms and subject to the conditions set forth in the Plan and the Global Settlement Term Sheet, in full and final satisfaction, settlement, release, and discharge of the Allowed General Unsecured Claims, each Holder of an Allowed General Unsecured Claim shall receive Cash in an amount equal to its Pro Rata share of the proceeds of Remaining Remnant Assets distributable to Holders of Allowed Bondholder Deficiency Claims and Allowed General Unsecured Claims, if any. The estimated recovery for General Unsecured Claims is "unknown at this time", according to the Disclosure Statement. Class 7 consists of ACCHS' interests in the Debtor, which will be cancelled as of the Effective Date. ACCHS shall not be entitled to a Distribution on account of its Interests in the Debtor. On the Effective Date, the Liquidating Trustee shall execute the Liquidating Trust Agreement and, in his or her capacity as Liquidating Trustee, accept all Liquidating Trust Assets on behalf of the Beneficiaries thereof, and be authorized to obtain, seek the turnover, liquidate, and collect all of the Liquidating Trust Assets not in his or her possession. The Liquidating Trust will then be deemed created and effective without any further action by the Bankruptcy Court or any Person as of the Effective Date. The Liquidating Trust shall be established for the purposes of (i) liquidating any non-Cash Liquidating Trust Assets; (ii) maximizing recovery of the Liquidating Trust Assets for the benefit of the Beneficiaries; and (iii) distributing the proceeds of the Liquidating Trust Assets to the Beneficiaries in accordance with the Plan and the Liquidating Trust Agreement, with no objective to continue or engage in the conduct of a trade or business, except only in the event and to the extent necessary for, and consistent with, the liquidating purpose of the Liquidating Trust. Pursuant to the LCS APA and the Plan, the Debtor intends to sell substantially all of its Assets to LCS and transfer the Liquidating Trust Assets to the Liquidating Trust to be liquidated and distributed to Beneficiaries in accordance with the Plan and Liquidating Trust Agreement. Therefore, the Bankruptcy Court's confirmation of the Plan is not likely to be followed by liquidation or the need for any further reorganization. A full-text copy of the Disclosure Statement dated March 28, 2024 is available at https://urlcurt.com/u?l=4XFdbK from Epiq Corporate Restructuring, LLC, claims agent. Counsel to the Debtor: Gregory M. Juell, Esq. DLA PIPER LLP (US) 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 335-4500 E-mail: gregory.juell@us.dlapiper.com - and - James P. Muenker, Esq. DLA PIPER LLP (US) 1900 North Pearl Street, Suite 2200 Dallas, TX 75201 Tel: (214) 743-4500 E-mail: james.muenker@us.dlapiper.com - and - Rachel Nanes, Esq. DLA PIPER LLP (US) 200 South Biscayne Boulevard, Suite 2500 Miami, FL 33131 Tel: (305) 423-8500 E-mail: rachel.nanes@us.dlapiper.com About Amsterdam House Continuing Care Amsterdam House Continuing Care Retirement Community, Inc., doing business as The Amsterdam at Harborside, operates Nassau County's first and only continuing care retirement community licensed under Article 46 of the New York Public Health Law, which provides residents with independent living units, enriched housing and memory support services, comprehensive licensed skilled nursing care, and related health, social, and quality of life programs and services. Amsterdam House Continuing Care Retirement Community filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-70989) on March 22, 2023. In the petition signed by Brooke Navarre, president and chief executive officer, the Debtor disclosed $100 million to $500 million in both assets and liabilities. Judge Alan S. Trust oversees the cases. The Debtor tapped Gregory M. Juell, Esq., at DLA Piper LLP (US) as bankruptcy counsel; and Ankura Consulting Group, LLC as restructuring advisor. Michael W. Morton of Ankura Consulting Group is the Debtor's chief restructuring officer. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Cooley LLP and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, serve as the committee's legal counsel and financial advisor, respectively. ARIEL LLC: Hires Law Offices of Louis S. Robin as Counsel --------------------------------------------------------- Ariel LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Law Offices of Louis S. Robin as counsel. The firm will provide these services: a. draft the Debtors' motions and orders concerning necessary pleadings to continue the Debtor's Chapter 11 Case; b. counsel and assist the Debtor in the resolution of its financial problems and the implementation of a Plan of Reorganization; c. provide legal advice with respect to the powers and duties of the debtor in possession in the continued operation of its business; d. assist the Debtor in compliance with the requirements of the United States Trustee; e. prepare, on behalf of the Debtor, necessary motions, orders, complaints, answers, notices, and other legal documents and pleadings; and f. perform other related legal services for the Debtor which may be necessary. The firm will be paid at the rate of $325 per hour The firm received from the Debtor a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Louis S. Robin, a partner at Law Offices of Louis S. Robin disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Louis S. Robin Louis S. Robin, Esq. Law Offices of Louis S. Robin 1200 Converse Street Longmeadow, MA 01106 Telephone: (413) 567-3131 Facsimile: (413) 565-3131 Email: louis.robin.bankruptcy@gmail.com About Ariel LLC Ariel LLC is primarily engaged in renting and leasing real estate properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-40213) on March 5, 2024, with $1,216,000 in assets and $1,940,000 in liabilities. Miguel B. Aguilo, manager, signed the petition. Louis S. Robin, Esq., at the Law Offices of Louis S. Robin represents the Debtor as bankruptcy counsel. ARTICO COLD: Robert Handler Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 11 appointed Robert Handler of Commercial Recovery Associates, LLC as Subchapter V trustee for Artico Cold Storage Chicago, LLC. Mr. Handler will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Handler declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert P. Handler Commercial Recovery Associates, LLC 205 West Wacker Drive, Suite 918 Chicago, IL 60606 Tel: (312) 845-5001 x221 Email: rhandler@com-rec.com About Artico Cold Storage Chicago Artico Cold Storage Chicago, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04371) on March 26, 2024, with $1 million to $10 million in both assets and liabilities. Judge Deborah L. Thorne presides over the case. William J. Factor, Esq., represents the Debtor as legal counsel. ASPIRA WOMEN'S: CFO to Receive Additional Cash Bonuses ------------------------------------------------------ Aspira Women's Health Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into an amendment to its employment agreement with Torsten Hombeck, the Company's Chief Financial Officer. The Hombeck Amendment commenced on March 13, 2024, and shall continue until March 31, 2025 (the "Hombeck Amendment Term"). Pursuant to the terms of the Hombeck Amendment, Hombeck will be eligible for a bonus of up to $50,000 upon the closing of one or more equity or debt financing transactions that result in total aggregate net proceeds to the Company of $3,000,000 or more during the Hombeck Amendment Term. The bonus will increase to $100,000 upon the aggregate closing of one or more equity, debt or other financing transactions that result in total net proceeds to the Company of $5,000,000 or more during the Hombeck Amendment Term. Hombeck is eligible for an additional cash bonus, which amount is to be determined by the Compensation Committee of the Board of Directors, for performance related to the closing of any additional non-dilutive cash generating transactions entered into during the Hombeck Amendment Term. Any such pro rata bonuses will be payable to Hombeck within 30 days of receipt of proceeds by the Company (but in any event no later than March 31, 2025). About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is transforming women's gynecological health with the discovery, development, and commercialization of innovative testing options for women of all races and ethnicities, starting with ovarian cancer. Its ovarian cancer risk assessment portfolio is marketed to healthcare providers as OvaSuite. OvaWatch is a non-invasive, blood-based test intended for use in the initial clinical assessment of ovarian cancer risk in women with benign or indeterminate adnexal masses for which surgical intervention may be either premature or unnecessary. The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $515,214,000 as of September 30, 2023. It also expects to incur a net loss and negative cash flows from operations for the remainder of 2023. Working capital levels may not be sufficient to fund operations as currently planned through the next 12 months, absent a significant increase in revenue over historic revenue or additional financing. Given the above conditions, there is substantial doubt about the Company's ability to continue as a going concern, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. ASTRA ACQUISITION: BlackRock DLC Marks $2.8MM Loan at 40% Off ------------------------------------------------------------- BlackRock Direct Lending Corp has marked its $2,853,861 loan extended to Astra Acquisition Corp. (Anthology) to market at $1,712,316 or 60% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock DLC's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock DLC is a participant in a Second Lien Term Loan to Astra Acquisition Corp. (Anthology). The loan accrues interest at a rate of 14.48% (SOFR (Q) + 9.14%, 0.75% Floor) per annum. The loan matures on October 25, 2029. BlackRock Direct Lending Corp. is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020. Astra Acquisition Corp. is a provider of cloud-based software solutions for higher educational institutions. BAN RE GROUP: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: BAN RE Group, LLC c/o Nirav Patel 640 Green Gables Way Bennett, CO 80102 Business Description: BAN RE Group is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court District of Colorado Case No.: 24-11561 Judge: Hon. Michael E. Romero Debtor's Counsel: Michael C. Lamb, Esq. BUECHLER LAW OFFICE, LLC 999 18th Street, Suite 1230 S Denver, CO 80202 Tel: 720-381-0045 Email: mcl@Kjblawoffice.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bipin Patel as manager. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CL5CQJQ/BAN_RE_Group_LLC__cobke-24-11561__0001.0.pdf?mcid=tGE4TAMA BARRETTS MINERALS: Junior Creditors Want Oppose Talc Mine Sale -------------------------------------------------------------- Randi Love of Bloomberg Law reports that Barretts Minerals Inc.'s junior creditors are asking a bankruptcy court to prevent the sale of a talc mine because, they alleged, continued operation could cause unnecessary asbestos exposure. Barretts is among a group of companies, including Johnson & Johnson, aiming to resolve talc-related liabilities through bankruptcy courts. Barretts, owned by Mineral Technologies Inc., filed for Chapter 11 protection in the US Bankruptcy Court for the Southern District of Texas in October amid hundreds of talc-related liabilities over its cosmetic products and individuals working in the mine. About Barretts Minerals Barretts Minerals Inc. current operations are focused on the mining, beneficiating, processing, and sale of industrial talc. It historically supplied a relatively minor percentage of its sales into cosmetic applications. Barretts Minerals' talc is sold to distributors and third-party manufacturers for use in such parties' products, which are then incorporated into downstream products eventually sold to consumers. Barretts Minerals and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90794) on Oct. 2, 2023. In the petition signed by its chief restructuring officer, David J. Gordon, Barretts Minerals disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Porter Hedges, LLP and Latham& Watkins, LLP as legal counsel; M3 Partners, LP as financial advisor; Jefferies, LLC as investment banker; and DJG Services, LLC as restructuring advisor. David J. Gordon of DJG Services serves as the Debtors' chief restructuring officer. Stretto, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Caplin & Drysdale, Chartered and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. BARRETTS MINERALS: Riverspan PE Unit to Buy Assets for $32-Mil. --------------------------------------------------------------- Emily Lever of Law360 reports that Barretts Minerals Inc. told a Texas bankruptcy court Thursday, March 14, 2024, that a unit of private equity firm Riverspan Partners had won an auction for its assets with a $32 million cash offer, money that the talc-mining company intends to use to fund a settlement trust for alleged victims of asbestos exposure. About Barretts Minerals Barretts Minerals Inc. current operations are focused on the mining, beneficiating, processing, and sale of industrial talc. It historically supplied a relatively minor percentage of its sales into cosmetic applications. Barretts Minerals' talc is sold to distributors and third-party manufacturers for use in such parties' products, which are then incorporated into downstream products eventually sold to consumers. Barretts Minerals and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90794) on Oct. 2, 2023. In the petition signed by its chief restructuring officer, David J. Gordon, Barretts Minerals disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Porter Hedges, LLP and Latham& Watkins, LLP as legal counsel; M3 Partners, LP as financial advisor; Jefferies, LLC as investment banker; and DJG Services, LLC as restructuring advisor. David J. Gordon of DJG Services serves as the Debtors' chief restructuring officer. Stretto, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Caplin & Drysdale, Chartered and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. BARRETTS MINERALS: Talc Mine Sale Ok'd Despite Creditors Opposition ------------------------------------------------------------------- Randi Love of Bloomberg Law reports that Barretts Minerals Inc.'s sale of a talc mine and other assets got a bankruptcy judge's approval despite junior creditors' and asbestos claimants' effort to stop the transaction from going through. Judge Marvin Isgur of the US Bankruptcy Court for the Southern District of Texas approved the sale Thursday, March 21, 2024, after hearing emotional testimony from an asbestos claimant. Judge Isgur wanted clarity as to the public interest of authorizing or denying Barretts' sale of its assets including the talc mine. He said his decision was made with an understanding of what victims have gone through. About Barretts Minerals Barretts Minerals Inc. current operations are focused on the mining, beneficiating, processing, and sale of industrial talc. It historically supplied a relatively minor percentage of its sales into cosmetic applications. Barretts Minerals' talc is sold to distributors and third-party manufacturers for use in such parties' products, which are then incorporated into downstream products eventually sold to consumers. Barretts Minerals and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90794) on Oct. 2, 2023. In the petition signed by its chief restructuring officer, David J. Gordon, Barretts Minerals disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Porter Hedges, LLP and Latham& Watkins, LLP as legal counsel; M3 Partners, LP as financial advisor; Jefferies, LLC as investment banker; and DJG Services, LLC as restructuring advisor. David J. Gordon of DJG Services serves as the Debtors' chief restructuring officer. Stretto, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Caplin & Drysdale, Chartered and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. BARRIO DOGG: Case Summary & 19 Unsecured Creditors -------------------------------------------------- Debtor: Barrio Dogg, LLC 2234 Logan Avenue San Diego, CA 92113 Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court Southern District of California Case No.: 24-01183 Judge: Hon. Christopher B. Latham Debtor's Counsel: Ahren A. Tiller, Esq. BANKRUPTCY LAW CENTER 230 Columbia St., Suite 1100 San Diego, CA 92101 Tel: 619-894-8831 Fax: 866-444-7026 Total Assets: $103,252 Total Liabilities: $1,506,957 The petition was signed by Margarita Georgieva as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TVQOPYY/Barrio_Dogg_LLC__casbke-24-01183__0001.0.pdf?mcid=tGE4TAMA BARRIO RESTAURANT: Case Summary & 19 Unsecured Creditors -------------------------------------------------------- Debtor: Barrio Restaurant Group, LLC 620 S. Presa San Antonio, TX 78210 Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court Southern District of California Case No.: 24-01184 Judge: Hon. Christopher B. Latham Debtor's Counsel: Ahren A. Tiller, Esq. BANKRUPTCY LAW CENTER 1230 Columbia St., Suite 1100 San Diego, CA 92101 Tel: 619-894-8831 Fax: 866-444-7026 Total Assets: $76,752 Total Liabilities: $1,506,957 The petition was signed by Margarita Georgieva as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DSMVUTY/Barrio_Restaurant_Group_LLC__casbke-24-01184__0001.0.pdf?mcid=tGE4TAMA BAYER AG: Plans to Use 'Texas Two-Step' Bankruptcy to Resolve Suits ------------------------------------------------------------------- Jef Feeley, Tim Loh and Crystal Tse of Bloomberg News report that Bayer AG is weighing whether to use a controversial legal maneuver known as the Texas Two-Step bankruptcy to try to resolve tens of thousands of US lawsuits claiming its Roundup weedkiller causes cancer, according to people familiar with its thinking. Faced with a recent string of costly jury verdicts over the herbicide, Bayer executives are consulting with law firms and advisers about how to prompt a bankruptcy judge to halt further trials scheduled for this year. The object is to wrangle a settlement of more than 50,000 cases, said the people, who asked not to be identified discussing a confidential matter. The bankruptcy maneuver gets its name from the use of a Texas state law that lets companies split their assets and liabilities into separate units, then place the unit loaded with liabilities into bankruptcy to drive a global settlement. Courts have rejected the tactic by 3M Co. over suits targeting faulty hearing protection devices for US soldiers and by Johnson & Johnson in litigation tied to its talc-based baby powder. Bayer is looking for breathing room after it was hammered over the last four months with Roundup jury verdicts totaling about $4 billion. While the company has won more recent trials than it has lost, its latest courtroom defeat was its biggest yet, with a Pennsylvania jury awarding $2.25 billion to a man who blamed his cancer on long-term exposure to Roundup. Bayer maintains the product is safe. "Given the recent rulings on Texas Two-Step bankruptcies, I'm pretty sure Bayer knows this is a long-shot bid for a settlement," said Bruce Markell, a former federal bankruptcy judge who now teaches law at Northwestern University. "But they may feel like they don’t have any other choice." Stock Slide, Legal Overhang Bayer declined to comment on any plans for a bankruptcy filing over the Roundup litigation. But Bill Anderson, the company's new chief executive officer, has said he is prepared to "explore every reasonable option to protect the company and protect our mission from the litigation industry." The company's stock has lost about 70% of its value since Bayer's 2018 acquisition of Monsanto, from which it inherited Roundup, for $63 billion. Bayer officials acknowledged earlier this month that profits are falling partly because of the ongoing litigation. While the chances of success with the Texas Two Step are slim, Bayer should leave no stone unturned as it seeks to stop the flood of claims for damages on Roundup, Markus Manns, a portfolio manager at Frankfurt-based Union Investment, a top Bayer shareholder, said in an email. Bayer's American depositary receipts were little changed at 2:40 p.m. in New York, after rising as much as 2.5%. The German conglomerate is taking steps that may be in preparation for a unit’s bankruptcy filing. Last month it proposed to add veteran activist investor Jeff Ubben to its supervisory board. Ubben publicly called for Bayer to consider a Texas-Two Step filing to deal with the Roundup litigation more than a year ago. Bayer is also proposing to bring on former McKesson Corp. General Counsel Lori Schecter as a director. Before joining McKesson -- a drug distributor that paid $6 billion to settle litigation over its alleged mishandling of opioid painkillers -- in 2012, she was a partner at the Morrison & Foerster law firm, where she handled complex litigation and corporate investigations. Rejected Efforts Part of Bayer's problem is that the company is facing tens of thousands of lawsuits in state courts across the country. When it tried to consolidate the litigation through a class settlement program in 2021, a federal judge rejected its efforts. Since then Bayer has sought to settle Roundup suits when it makes sense for the company and to go to trial when necessary. For a while, that strategy appeared to work — Bayer won nine cases in a row. But in the fall Bayer lost several trials, with big jury verdicts. Those losses have damaged its leverage in negotiating settlements and spurred plaintiff lawyers to bring new claims against the company. The idea of a filing would be to collect the scattered Roundup cases before a bankruptcy judge in hopes of negotiating a settlement. The company has spent about $10 billion of the $16 billion it set aside to resolve more than 110,000 Roundup cases so far. The remainder is intended for resolutions of newly filed cases, existing suits that bowed out of previous settlement efforts and future claims. The Texas Two-Step has drawn criticism from some legal experts for allowing solvent companies to use bankruptcy court to force settlements on claimants. Over the last 13 months, a federal appeals court and a US bankruptcy judge in New Jersey have shot down J&J’s attempts to use a unit’s Two-Step bankruptcy case to persuade former baby powder users to sign on to a nearly $9 billion settlement of their claims. The courts have concluded J&J isn’t in enough financial distress from the cases to avail itself of bankruptcy protection. Still, J&J officials vow to take a third shot at using bankruptcy to generate settlements in the more than decade-long baby powder litigation. The Two-Step One way for Bayer to foster a settlement would be to move a unit to Texas so it can take advantage of the state’s laws. While Bayer is a foreign company, Monsanto was based in Missouri and the company retains major operations there. It’s unclear whether Bayer would use Monsanto or another entity name for any Texas Two-Step, the people familiar with the discussions said. While the legitimacy of a Two-Step aimed at the Roundup litigation was hashed out in court, a bankruptcy judge would likely halt all litigation against the company, said Melissa Jacoby, a University of North Carolina law professor and bankruptcy expert. "Given the track record of recent Texas Two-Step bankruptcies, the pursuit of this strategy looks like a strong sign that the company is more interested in delay than honoring the legal rights of cancer patients or a comprehensive settlement at a fair price," she said. Ralph Brubaker, a University of Illinois professor who teaches bankruptcy law, said bankruptcy could give Bayer time to come up with a settlement proposal. "Even if Texas Two-Steps are ultimately repudiated" by the courts, "the strategy allows defendants to shut down all tort litigation indefinitely," Brubaker said. BIRD GLOBAL: Addt'l $2.2MM DIP Loan from US Bank Has Interim OK --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Bird Global, Inc. and its debtor-affiliates to use cash collateral and obtain additional postpetition financing, on an interim basis. The Debtor obtained postpetition financing comprising: (i) a postpetition senior secured priming and super-priority debtor-in-possession loan facility provided by the lenders party to the Prepetition Credit Agreement pursuant to the terms and conditions of the DIP Orders and the DIP Credit Agreement, consisting of new money loans up to $19.5 million of which up to $11.5 million will be available upon the entry of the Interim Order after exhaustion of the DIP New Money Notes; (ii) a postpetition senior secured note purchase agreement junior only to the DIP Credit Facility, the First Lien Adequate Protection Obligations, and the Prepetition First Lien Obligations, provided by certain lenders party to the Prepetition Note Purchase Agreement pursuant to the terms and conditions of the DIP Orders and the DIP Note Purchase Agreement of up to $5.6 million in new money notes, of which $5.6 million will be available upon the entry of the DIP Orders pursuant to the terms and conditions of the DIP Orders and the DIP Credit Agreement. The Debtors, upon entry of the Final Order, will convert to DIP Obligations: (i) the loans under the Prepetition Credit Agreement, held by the Prepetition First Lien Lenders and rolled up into the DIP Credit Facility, in an aggregate principal amount of $41.455 million, plus accrued and unpaid interest of not less than $2.8 million and all other Prepetition First Lien Obligations; and (ii) notes issued under the Prepetition Note Purchase Agreement, held by the Participating Second Lien Lenders and rolled up into the DIP Junior Notes Facility, in an aggregate principal amount of $4 million. MidCap Financial Trust serves as administrative agent under the DIP Credit Agreement. US Bank, National Association, is the junior DIP Agent. The Junior DIP Lenders agree to provide additional junior DIP funding in the aggregate amount of $2.220 million pursuant to a further Court order. The amount is in addition to $225,000 of the Wind Down Amount under the APA allocated to professional fees. U.S. Bank, N.A., is the collateral agent to the Prepetition Second Lien Lenders. The DIP Loans would be due in full, and the DIP Loan Commitment would terminate on, the earliest to occur of the following: (a) Unless the Final Order will have been entered on or before the date that is 30 days after the entry of the Interim Order; (b) The date upon which the Sale Transaction is consummated; (c) March 18, 2024; and (d) Acceleration by the Senior DIP Agent or Junior DIP Agent following an Event of Default. (A) First Lien Obligations - First Lien Credit Facility As previously reported by the Troubled Company Reporter, on April 27, 2021, Bird Opco, Bird Holdco, MidCap Financial Trust, as administrative agent, and certain other lenders thereto entered into a Loan and Security Agreement, pursuant to which Bird could finance its future vehicle capital expenditures. The First Lien Credit Facility included a repayment mechanism tied directly to revenue generation by vehicles on lease by Bird Opco to Bird Rides under an intercompany leasing arrangement. As of the Petition Date, the outstanding principal balance under the First Lien Credit Facility, inclusive of the First Lien Bridge Loan, is not less than $41.455 million, plus accrued and unpaid interest of not less than $2.833 million and all other Prepetition First Lien Obligations. (B) Second Lien Obligations - Note Purchase Agreement In connection with the Bird Canada Acquisition, Bird Global, as issuer, the Second Lien Agent and the Second Lien Noteholders from time-to-time party thereto, entered into a Note Purchase Agreement dated December 30, 2022. Pursuant to the Note Purchase Agreement, Bird Global issued and sold an aggregate principal amount of $30.1 million of its Second Lien Notes. The Second Lien Notes were issued and sold in a private placement to certain "accredited investors" conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The terms of the Second Lien Notes are governed by the Note Purchase Agreement. As of the Petition Date, the outstanding principal balance under the Note Purchase Agreement is not less than $63.850 million, plus approximately $7.180 million in accrued and unpaid interest thereon (including PIK interest), attorneys' fees and costs. The Debtors require immediate access to the DIP Facilities in addition to continued use of the cash collateral in order to satisfy near-term and long-term expenses critical to the business and their chapter 11 efforts. As adequate protection, the Prepetition First Lien Lenders and the Prepetition Second Lien Lenders, was granted continuing valid, binding, enforceable and perfected postpetition security interests in and liens on all of the Debtors’ assets, including, without limitation, the DIP Collateral. As further adequate protection of the interests of (a) the Prepetition Secured Parties in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the Prepetition Agent, on behalf of itself and the other Prepetition Secured Parties, was granted, as and to the extent provided by 11 U.S.C. section 507(b), an allowed superpriority administrative expense claim in each of the Cases and any Successor Cases. A copy of the order is available at https://urlcurt.com/u?l=l0nWZM rom PacerMonitor.com. About Bird Global, Inc. Bird Global, Inc., a micro-mobility operator, is an electric vehicle company dedicated to bringing affordable, environmentally friendly transportation solutions such as e-scooters and e-bikes to communities across the world. Bird Global, Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-20514) on December 20, 2023. In the petition signed by Christopher Rankin, chief restructuring officer, Bird Global disclosed up to $500 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts, Esq., at Berger Singerman LLP, represent the Debtor as legal counsel. Teneo Capital LLC is the Debtor's restructuring advisor. Epiq Corporate Restructuring, LLC serves as notice and claims agent. The Senior DIP Parties and Prepetition First Lien Parties, led by MidCap Financial Trust, are represented by Latham & Watkins LLP (James Ktsanes; John Lister; Hugh Murtagh). Covington & Burling LLP (Ronald A. Hewitt) represents the Junior DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the Junior DIP Lenders and Participating Second Lien Parties. BURGESS BUNGALOW: Case Summary & Eight Unsecured Creditors ---------------------------------------------------------- Debtor: Burgess Bungalow, LLC 818 N. Oak Street Guthrie, OK 73044 Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Western District of Oklahoma Case No.: 24-10840 Debtor's Counsel: Stephen J. Moriarty, Esq. FELLERS, SNIDER ET AL 100 N. Broadway, STE 1700 Oklahoma City, OK 73102-8820 Tel: 405-232-0621 Fax: 405-232-9659 E-mail: smoriarty@fellerssnider.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Calvin Burgess as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5MH63EI/Burgess_Bungalow_LLC__okwbke-24-10840__0001.0.pdf?mcid=tGE4TAMA CAMBER ENERGY: Regains Compliance With NYSE Listing Standards ------------------------------------------------------------- Camber Energy, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 25, 2024, the Company received a notice letter from the NYSE American LLC stating that the Company is back in compliance with all of the NYSE American's continued listing standards set forth in Part 10 of the NYSE American Company Guide. Specifically, the Company has resolved the continued listing deficiency with respect to Sections 1003(a)(i), (ii) and (iii) of the Company Guide referenced in the NYSE American's letter dated April 12, 2023 since it demonstrated compliance with the continued listing standards for a period of two consecutive quarters pursuant to Section 1009(f) of the Company Guide. As a result, effective March 26, 2024, the Below Compliance ("BC") indicator ceased to be disseminated for the Company's common stock and the Company has been removed from the list of issuers noncompliant with NYSE American corporate governance listing standards posted on https://www.nyse.com/regulation/noncompliant-issuers and the BC indicator has been removed from the profile, data and news pages of the Company's security. In accordance with Section 1009(h) of the Company Guide, if the Company is again determined to be below any of the continued listing standards within 12 months of the date of this letter, NYSE American will examine the relationship between the two incidents of noncompliance and re-evaluate the Company's method of financial recovery from the first incident. NYSE American will then take the appropriate action, which, depending on the circumstances, may include truncating the compliance procedures described Section 1009 of the Company Guide or immediately initiating delisting proceedings. About Camber Energy Based in Houston, Texas, Camber Energy, Inc. -- http://www.camber.energy/-- is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States. The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system, and has a majority interest in: (i) an entity with intellectual property rights to a fully developed, patent pending, ready-for-market proprietary Medical & Bio-Hazard Waste Treatment system using Ozone Technology; and (ii) entities with the intellectual property rights to fully developed, patent pending, ready-for-market proprietary Electric Transmission and Distribution Open Conductor Detection Systems. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CANO HEALTH: Files Proposed Chapter 11 Plan of Reorganization ------------------------------------------------------------- Cano Health, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 22, 2024, the company and its affiliated debtors filed a proposed joint Chapter 11 plan of reorganization and a related proposed form of disclosure statement with the U.S. Bankruptcy Court for the District of Delaware. As disclosed in the previous 8-K, on February 4, 2024, the Debtors entered into a Restructuring Support Agreement (together with all exhibits and schedules attached thereto, the "RSA") with lenders holding approximately (x) 86% of its secured revolving and term loan debt and (y) 92% of its senior unsecured notes, to, among other things, support a restructuring on the terms of a Chapter 11 plan described therein. The Proposed Plan and the related Proposed Disclosure Statement describe, among other things, the Proposed Plan, the restructuring of the Debtors (including the potential structures of a restructuring) (the "Restructuring"), the events leading up to the Chapter 11 cases, certain events that have occurred or are anticipated to occur during the Chapter 11 cases, including the anticipated solicitation of votes to approve the Proposed Plan from certain of the Debtors' creditors, and certain other aspects of the Restructuring. Although the Debtors intend to pursue the Restructuring in accordance with the terms set forth in the Proposed Plan, there can be no assurance that the Proposed Plan will be approved by the Bankruptcy Court or that the Debtors will be successful in consummating the Restructuring or any other similar transaction on the terms set forth in the Proposed Plan, on different terms or at all. Bankruptcy law does not permit solicitation of acceptances of a proposed Chapter 11 plan of reorganization until the Bankruptcy Court approves a disclosure statement relating to the Proposed Plan. Accordingly, neither the Debtors' filing of the Proposed Plan and Proposed Disclosure Statement, nor this Current Report on Form 8-K, is a solicitation of votes to accept or reject the Proposed Plan. Any such solicitation will be made pursuant to and in accordance with applicable law, including orders of the Bankruptcy Court. The Proposed Disclosure Statement is being submitted to the Bankruptcy Court for approval but has not been approved by the Bankruptcy Court to date. Full-text copies of the Proposed Plan and the Proposed Disclosure Statement are available at https://tinyurl.com/5by4ybse and https://tinyurl.com/ym5cda7n, respectively. About Cano Health Inc. Cano Health, Inc., and its affiliates are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones, LLP represent the ad hoc first lien group while ArentFox Schiff, LLP represents Wilmington Savings Fund Society, FSB, the DIP agent. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. Freshfields Bruckhaus Deringer US, LLP is counsel to the agent. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under the Side-Car Credit Agreement. It is represented by Proskauer Rose, LLP. CANO HEALTH: Holds 14.1% of MSP's Class A Shares as of March 22 --------------------------------------------------------------- Cano Health, Inc. disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of March 22, 2024, it beneficially owned 2,094,244 shares of MSP Recovery's Class A Common Stock, representing 14.1% of the shares outstanding. The percentage of beneficial ownership of the Class A Shares reported in this Schedule 13D assumes 14,803,125 Class A Shares outstanding as of February 2, 2024, based on information set forth in the Form S-1/A filed by MSP Recovery on February 9, 2024. As of March 26, 2024, the aggregate number and percentage of Class A Shares beneficially owned by Cano Health, Inc. and, for Cano Health, Inc., the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover page of this Schedule 13D and are incorporated herein by reference. As of March 26, 2024, Cano Health, LLC, an indirect subsidiary of Cano Health, Inc., directly owns the 2,094,244 Class A Shares reported herein representing approximately 14.1% of the Class A Shares outstanding. The 2,094,244 Class A Shares beneficially owned by Cano Health, Inc. represent approximately 1.5% of MSP Recovery's total outstanding voting shares. Cano Health, Inc.'s voting power percentage assumes an aggregate of 138,870,623 shares of Issuer voting stock outstanding, consisting of (x) 14,803,125 Class A Shares outstanding as of February 2, 2024, based on information set forth in the Form S-1/A, and (y) 124,067,498 shares of MSP Recovery's Class V common stock, par value $0.0001 per share outstanding as of February 2, 2024, based on information set forth in the Form S-1/A. The Class A Shares and Class V Shares each are entitled to one vote per share on matters submitted to a vote of MSP Recovery's stockholders. About Cano Health Inc. Cano Health, Inc., and its affiliates are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones, LLP represent the ad hoc first lien group while ArentFox Schiff, LLP represents Wilmington Savings Fund Society, FSB, the DIP agent. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. Freshfields Bruckhaus Deringer US, LLP is counsel to the agent. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under the Side-Car Credit Agreement. It is represented by Proskauer Rose, LLP. CAPREF LLOYD: April 17 Bid Deadline for Lloyd Center Set -------------------------------------------------------- Hilco Real Estate, LLC, announces April 17, 2024 as the qualifying bid deadline for the Chapter 11 bankruptcy sale of this former Sears in Lloyd Center Mall in Portland, Oregon. The use agreement that transfers with the property will give the next owner a say in future development opportunities for the mall. The parcel, located at 1260 NE Lloyd Center, is a four-story anchor store on the eastern side of the mall. Situated on 1.51 +/- AC, the building is 142,996± SF with a net 111,695± SF of rentable area and two dock-high doors. The building is currently vacant, ready to host a new tenant or be reinvented by a developer with vision. The Lloyd Center sits just 2.4 miles from downtown Portland, across the river in the Lloyd District. Travel between downtown and the District is easy with convenient access to I-84, the MAX Light Rail and the Portland Streetcar. Lloyd Center Mall is currently slated for a major redevelopment, which will take place over the next ten years. The plans call for over $1 billion to be invested to transform the existing center into a diverse, connected neighborhood with housing, retail, workspace, restaurants, entertainment venues and large open community spaces. Interestingly, the use agreement for this former Sears property provides its ownership with certain rights as to how the larger Lloyd Center parcel is ultimately redeveloped. By taking advantage of the use agreement, astute investors or developers will have a say in the future of this massive project. The proposed development would serve as a star destination in an area full of attractions. The Oregon Convention Center sits blocks from the Lloyd Center, and, with over 500 events and 600,000 visitors annually, it contributes more than $500 million to Portland's economy each year. Just a mile away across I-5, the Rose Quarter houses three more venues: the Moda Center, home of the NBA's Portland Trailblazers; the Veterans Memorial Coliseum, home of the WHL Portland Winterhawks; and the Alaska Airlines Theater of the Clouds, a smaller venue for intimate shows and speakers. The Lloyd District also hosts events year-round, supporting retail, restaurants and much more. In addition, Prosper Portland, the city's economic and urban development agency, continues to focus on the area as part of its Oregon Convention Center Urban Renewal Area (OCCURA). OCCURA accomplishments to date include investing in more public transportation, bringing the Portland Streetcar across the river and propelling the Lloyd EcoDistrict into a leading national model for sustainable development. Jeff Azuse, executive vice president at Hilco Real Estate, states, "Considering the ongoing growth of Portland and within the Lloyd District specifically, this bankruptcy sale represents a significant opportunity for investors to shape the area's future and redefine Portland's commercial landscape." The sale of 1260 NE Lloyd Center is being conducted by Order of the U.S. Bankruptcy Court District of Delaware (Delaware) Petition No. 23-11942-JTD. Bids must be received on or before the deadline of April 17 at 5 p.m. (PT) and must be submitted on the Purchase and Sale Agreement available for review and download from Hilco Real Estate's website. Interested buyers should review the requirements in order to participate in the bankruptcy sale process available on Hilco Real Estate's website. For further information, please contact Jamie Coté at (847) 418-2187 or jcote@hilcoglobal.com or Adam Zimmerman, MAI, at (847) 917-9323 or azimmerman@hilcoglobal.com. For further information on the property, sale process, and terms or to obtain access to due diligence documents, please visit HilcoRealEstateSales.com or call (855) 755-2300. About CAPREF Lloyd Center East CAPREF Lloyd Center East LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 23-11942) on Dec. 4, 2023. In the petition signed by Todd Minnis as authorized representative, the Debtors disclosed up to $1 million to $10 million in assets and up to $10 million to $50 million in liabilities. The Hon. John T. Dorsey oversees the case. The Debtor tapped Ashby & Geddes, P.A. as bankruptcy counsel, and Lane Powell PC as corporate counsel. CAPSTONE COMPANY: Assurance Dimensions Raises Going Concern Doubt ----------------------------------------------------------------- Capstone Companies, 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 Assurance Dimensions, 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 29, 2024, Margate, Florida-based Assurance Dimensions said, "The Company has incurred recurring operating losses, has incurred negative cash flows from operations and has an accumulated deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern." During the year ended December 31, 2023, the Company used cash in operations of approximately $614,000 and generated net operating losses of $1,634,000. As of December 31, 2022, the Company had working capital deficit of $3,277,000 and an accumulated deficit of $10,797,000. For the year ended December 31, 2023, the Company reported a net loss of $1,696,439, compared to a net loss of $2,663,751 for the same period in 2022. The Company's cash balance decreased by approximately $25,000 from $61,000 as of December 31, 2022 to $36,000 as of December 31, 2023. With the reduced revenues in 2022 and 2023 the Company initiated an expense mitigation plan that reduced discretionary spending including travel, lodging and trade show expenses, deferred executive management compensation, and closed the Hong Kong operation. These efforts assisted the Company in conserving cash and allowing for management to focus on finalizing production of the Connected Chef by the end of 2023. As of December 31, 2023, the Company has $1,423,608 in total assets, $3,665,428 in total liabilities, and $2,241,820 in total stockholders' deficit. The Company is actively seeking alternative sources of liquidity, including but not limited to accessing the capital markets, strategic partnerships, or other alternative financing measures but has been unable to secure long term funding or establish strategic partnerships, or secure other sources of liquidity. As stated, the Company's low market price for its common stock and poor financial condition and performance hinder these efforts. Besides the efforts to finish development of the Connected Chef kitchen appliance product line, the Company is exploring the merger of the Company with a private operating company as a possible means of developing a new business line as well as considering other common strategic alternatives for a company facing business and financial challenges and uncertainties such as ours. Management is closely monitoring its operations, liquidity, and capital resources and is actively working to minimize the current and future impact of this unprecedented situation. Director and Chief Executive Officer, Stewart Wallach, has funded working capital since 2022 as the Company navigates these challenges. Total working capital note proceeds received as of the date of this filing are $672,500. The note payable accrues simple interest at a rate of 5 percent per annum, matures June 15, 2024, with the ability for the Company to request a 90-day extension. The Company can make no assurances that it will be able to raise the required capital. The Company does not have sufficient cash on hand to finance its plan of operations for the next 12 months from the filing of its report and will need to seek additional capital through debt and/or equity financing. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/5axbsjar About Capstone Companies Inc. Deerfield Beach, Florida-based Capstone Companies, Inc. is a public holding company organized under the laws of the State of Florida. The Company is a designer, manufacturer and marketer of consumer products that are designed to simplify daily living through technology. CAPSTONE INVESTMENTS: Hires Whitney Woodson CPA as Accountant ------------------------------------------------------------- Capstone Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Whitney Woodson, CPA as accountant. The accountant will provide the Debtor with accounting services for the Debtor which may be necessary. She will be paid at these rates: Whitney Woodson, CPA $194 per hour Support staff $95 per hour She will also be reimbursed for reasonable out-of-pocket expenses incurred. Whitney Woodson, CPA, a partner, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: P. Whitney Woodson 527 E. Airport Avenue Baton Rouge, LA 70806 Telephone: (225) 926-1050 Facsimile: (225) 923-1808 Email: wwoodson@twru.com About Capstone Investments, LLC Capstone Investments, LLC is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. La. Case No. 24-10064) on January 31, 2024. In the petition signed by David J. Wascom, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Michael A. Crawford oversees the case. Ryan J. Richmond, Esq., at Sternberg, Naccari and White, LLC, represents the Debtor as legal counsel. CARLISLE SENIOR: Case Summary & Four Unsecured Creditors -------------------------------------------------------- Debtor: Carlisle Senior Living, LLC 10909 M. Street Omaha, NE 68137 Business Description: Carlisle Senior is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court District of Nebraska Case No.: 24-80279 Judge: Hon. Thomas L. Saladino Debtor's Counsel: Patrick R. Turner, Esq. TURNER LEGAL GROUP, LLC 14707 California Street, #1 Omaha, NE 68154 Tel: 402-690-3675 E-mail: pturner@turnerlegalomaha.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Larry Williams as member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/L4VLH5Y/Carlisle_Senior_Living_LLC__nebke-24-80279__0001.0.pdf?mcid=tGE4TAMA CCC CONSULTING: Amends Unsecured Claims Pay Details --------------------------------------------------- CCC Consulting Corporation submitted a Third Amended Plan of Reorganization for Small Business dated March 28, 2024. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of approximately $175,987.14. The final Plan payment is expected to be paid on the date that is 5 years from the Effective Date. This Plan of Reorganization proposes to pay creditors of the Debtor from its cash, and future income. Non-priority unsecured creditors holding Allowed Claims will receive distributions, which the proponent of this Plan has valued at approximately five 5 to 10 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority General Unsecured Claims. If the Plan is consensual, each holder of an Allowed Class 3 Claim will be paid its pro-rata share of the Debtor's actual net disposable income in biannual installments, due on each 6-month anniversary of the Effective Date of the Plan and ending on the last such date that is no more than 5 years after the Effective Date. Alternatively, if the Plan is non-consensual, each holder of an Allowed Class 3 Claim will be paid its pro-rata share of the Debtor's projected disposable income in bi-annual installments, due on each 6-month anniversary of the Effective Date of the Plan and ending on the last such date that is no more than 5 years after the Effective Date. Debtor shall have the right to pay the balance of any Allowed Claim in full at any time on or after the Effective Date without premium or penalty of any kind. The Debtor's interest in Cash and future income are its most significant assets that will be major sources of funding under the Plan. The Plan will be funded by the Debtor's post-petition disposable income over a 5-year period after the Effective Date. Only creditors holding Allowed Claims will receive distributions and a reserve will be set up for filed or scheduled claims that are disputed and will be subject to a claim objection. Any claimant whose claim was listed as disputed, contingent, or unliquidated who did not file a claim by the claims bar date shall not receive any distributions under the Plan. If the Plan is consensual, on the Effective Date, title to all assets, claims, causes of action, properties, and business operations of Debtor and of the Estate shall revest in Reorganized Debtor, and thereafter, the Reorganized Debtor shall own and retain such assets free and clear of all liens and Claims, except as expressly provided in the Plan. From and after the Effective Date, except as otherwise described in the Plan, the Reorganized Debtor shall own and operate such assets without further supervision by or jurisdiction of the Court. From and after the Effective Date, in accordance with the terms of the Plan and the Confirmation Order, Reorganized Debtor shall perform all obligations under all executory contracts and unexpired leases assumed in accordance with the Plan. Alternatively, if the Plan is non-consensual, on the Effective Date, title to all assets, claims, causes of action, properties, and business operations of Debtor and of the Estate shall continue to remain property of the Estate, at least until a discharge is granted in this case. From and after the Effective Date, except as otherwise described in the Plan, the Reorganized Debtor shall own and operate such assets without further supervision by or jurisdiction of the Court, except as otherwise provided herein. From and after the Effective Date, in accordance with the terms of the Plan and the Confirmation Order, Reorganized Debtor shall perform all obligations under all executory contracts and unexpired leases assumed in accordance with the Plan. A full-text copy of the Third Amended Plan dated March 28, 2024 is available at https://urlcurt.com/u?l=WwIp6s from PacerMonitor.com at no charge. Attorney for the Plan Proponent: James E. Till, Esq. LimNexus, LLP 707 Wilshire Boulevard, 46th Floor Los Angeles, CA 90017 Telephone: (213) 955-9500 Facsimile: (213) 955-9511 Email: james.till@limnexus.com About CCC Consulting Corporation CCC Consulting Corporation, a company in West Covina, Calif, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 22-16853) on Dec. 16, 2022, with up to $50,000 in assets and $1 million to $10 million in liabilities. Edmund Cutting, chief executive officer and chief financial officer, signed the petition. Judge Ernest M. Robles oversees the case. James E. Till, Esq., at LimNexus, LLP serves as the Debtor's legal counsel. CHAMPIONX CORP: S&P Places 'BB+' ICR on CreditWatch Positive ------------------------------------------------------------ S&P Global Ratings placed all its ratings on ChampionX Corp., including the 'BB+' issuer credit rating and 'BBB' issue-level rating, on CreditWatch with positive implications, reflecting the likelihood of an upgrade to 'A', the same as SLB, following the close of the transaction, which S&P expects to take place around year-end 2024. Schlumberger Ltd. (operating as SLB), a Curacao-headquartered diversified oilfield service provider, announced its acquisition of ChampionX Corp., a Woodlands, Texas-based provider of chemical and equipment solutions to the oil and gas industry in an all-stock transaction. S&P said, "The CreditWatch placement reflects the likelihood that we will likely raise our ratings on ChampionX to 'A', the same as SLB, after the close of the transaction. The acquisition is an all-stock transaction. ChampionX shareholders will receive 0.735 shares of SLB for each share of ChampionX and own 9% of the combined entity. ChampionX's board of directors has approved the transaction, which remains subject to ChampionX shareholder approval, regulatory approvals, and customary closing conditions. "The CreditWatch positive placement reflects the likelihood that we will raise the ratings on ChampionX to 'A', the same as SLB, when the deal closes, expected around year-end 2024, assuming the transaction is completed as proposed." ChampionX is a global oilfield services company providing chemistry solutions and engineered equipment and technologies that help companies drill for oil and gas and support their production throughout the life cycle of a well. The company focuses on the production phase of the well. COMSTOCK RESOURCES: S&P Rates New $375MM 6.75% Unsecured Notes 'B' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '4' recovery rating to U.S.-based oil and gas exploration and production company Comstock Resources Inc.'s proposed $375 million 6.75% senior unsecured notes due 2029. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 35%) recovery in the event of a payment default. The proposed notes will have identical terms to the company's existing 6.75% senior notes due 2029, of which about $1,224 million are currently outstanding. However, the proposed notes will be issued under a separate indenture and have a different CUSIP number than the existing notes. Comstock intends to use the proceeds from these notes primarily to repay a portion of the outstanding borrowings under its bank credit facility ($480 million as of Dec. 31, 2023). Therefore, the transaction will not affect the company's total amount of debt. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario for Comstock assumes a sustained period of low commodity prices, consistent with the conditions of past defaults in this sector. -- S&P assumes the company's $1.5 billion revolving reserve-based lending facility maturing in 2027 is fully drawn at default. -- S&P based its6 valuation of Comstock on a company-provided PV-10 report evaluated on our recovery price deck of $50 per barrel for West Texas Intermediate crude oil and $2.50 per million Btus for Henry Hub natural gas. Simulated default assumptions -- Simulated year of default: 2027 Simplified waterfall -- Net estimated valuation (after 5% administrative costs): $2.58 billion -- First-lien debt: $1.56 billion --Recovery expectations: Not applicable -- Total value available to unsecured claims: $1.02 billion -- Senior unsecured debt: $2.65 billion --Recovery expectations: 30%-50% (rounded estimate: 35%) Note: All debt amounts include six months of prepetition interest. CONVERGEONE HOLDINGS: Said to Have Restructuring Deal w/ Creditors ------------------------------------------------------------------ Reshmi Basu of Bloomberg News reports that vloud computing and networking provider ConvergeOne has reached a deal with a group of creditors to restructure its balance sheet and receive fresh equity as part of a potential bankruptcy filing, according to people with knowledge of the matter. The company, which was rebranded as C1 in October, has been operating under a grace period from creditors as it negotiated a deal to slash its expensive debt, said the people, who asked not to be identified discussing a private matter. The company has been seeking support from its lenders and other key parties that would allow it to exit Chapter 11. About ConvergeOne Holdings ConvergeOne Holdings, Inc., operates as a holding company. The Company, through its subsidiaries, provides managed cloud, cyber security, enterprises networking, data center, application and software development, security infrastructure, and hosted collaboration solutions. CURO GROUP: Files Amended Plan; Confirmation Hearing April 30 ------------------------------------------------------------- CURO Group Holdings Corp., and its Debtor Affiliates submitted a Modified Disclosure Statement relating to Joint Prepackaged Plan of Reorganization dated March 28, 2024. The Debtors seek confirmation of the Plan that will result in a significant deleveraging of the Company's corporate balance sheet and provide a pathway to extending the Securitization Facilities, and, upon completion of the regulatory approval process, will allow the Company to emerge as a going concern business. The Plan reflects a fully consensual deal with the Debtors' key stakeholders and unimpaired all general unsecured creditors, encompassing all trade, customer, employee, and landlord Claims. Among other things, the Plan encompasses the reinstatement of certain senior prepetition debt, and an equitization transaction, by which certain of the Company's prepetition and postpetition lenders will emerge as equity holders. The existing equity holders will receive contingent value rights, which will allow them to realize on potential upside the Company expects to experience subsequent to the reorganization. These Chapter 11 Cases provide the Company with a clear pathway towards continued growth and transformation. On March 22, 2024, the Debtors entered into the RSA with (a) holders of in excess of 82% of the Prepetition 1L Term Loans, (b) holders of in excess of 84% of the Prepetition 1.5L Notes and (c) holders of in excess of 74% of the Prepetition 2L Notes. The RSA contemplates an equitization transaction accomplished through confirmation of the Plan, and a parallel Canadian Recognition Proceeding. The Debtors commenced soliciting votes for or against the Plan in the days leading up to the Petition Date. The Debtors believe they will have the necessary votes for the Plan to be confirmed. Among other things, the Plan provides for the distribution of equity and warrants in the reorganized CURO among (i) the holders of Prepetition 1.5L Notes, (ii) the holders of Prepetition 2L Notes, and (iii) certain lenders providing DIP Financing in the form of the exit fee, all subject to dilution by the stock issued in connection with the post-emergence management incentive plan. The Plan further provides for, (a) existing CURO equity receiving contingent value rights at a specified strike price, (b) payment in full and unimpairment of all unsecured clams, including trade claims, rents and employee obligations, (c) rejection of certain burdensome leases and contracts, and (d) customary releases and exculpation provisions. Because the Company operates in a highly regulated industry (on the federal, state and provincial level), the Plan contemplates completion of a regulatory approval process prior to the occurrence of the effective date of the Plan. The Company intends to take initial steps to commence the regulatory approval process immediately after the Petition Date. The RSA is a significant achievement for the Debtors. The RSA provides the Company with an expedited path to emergence that minimizes the effects of these Chapter 11 Cases on the value of the Company's brands and operations and the Company's ongoing liquidity position. The Company is well positioned to emerge from bankruptcy with a deleveraged balance sheet, free of burdensome leases and with sufficient liquidity to continue providing high quality and accessible financial services to its customer base. Like in the prior iteration of the Plan, each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Claim, at the option of the applicable Debtor or Reorganized Debtor, upon consultation with the Required Consenting Stakeholders, either: (i) Reinstatement of such Allowed General Unsecured Claim pursuant to Bankruptcy Code section 1124; or (ii) payment in full in Cash on (A) the Effective Date or (B) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim. The Debtors shall fund distributions under the Plan, as applicable, with: (1) the Exit Facility, (2) New Equity Interests, (3) the New Warrants, (4) the CVRs, (5) the Cash on hand from the utilization of the Securitization Facilities (as amended by the Securitization Facilities Amendments to continue following the Effective Date), and (6) the Debtors' Cash on hand from operations and the proceeds of borrowings under the DIP Facility. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. The issuance, distribution, or authorization, as applicable, of certain Securities in connection with the Plan, including the New Equity Interests will be exempt from SEC registration. The Bankruptcy Court has scheduled April 30, 2024 as the Combined Hearing to consider approval of the Disclosure Statement and Confirmation of the Plan. The Voting Deadline is April 19, 2024, at 4:00 p.m. A full-text copy of the Modified Disclosure Statement dated March 28, 2024 is available at https://urlcurt.com/u?l=GJcT3C from Epiq Corporate Restructuring, LLC, claims agent. Proposed Counsel to the Debtors: Sarah Link Schultz, Esq. Patrick Wu, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 2300 N. Field Street, Suite 1800 Dallas, TX 75201-2481 Tel: (214) 969-2800 Fax: (214) 969-4343 E-mail: sschultz@akingump.com pwu@akingump.com - and - Michael S. Stamer, Esq. Anna Kordas, Esq. Omid Rahnama, Esq. One Bryant Park New York, NY 10036-6745 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: mstamer@akingump.com akordas@akingump.com orahnama@akingump.com About CURO CURO Group is an omni-channel consumer finance company founded more than 25 years ago to meet the growing needs of consumers looking for convenient and accessible financial and loan services. The Company designs its customer experience to allow consumers to apply for, update and manage their loans in the channels they preferâ€”in branch, via mobile device or over the phone. The Company currently operates store locations across 13 U.S. states and eight Canadian provinces (with additional services available online in eight Canadian provinces and one territory) and employs approximately 2,856 employees in the U.S. and Canada. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90165) on March 25, 2024, with $1,777,476,000 in total assets as of Jan. 1, 2024 and $2,230,687,000 in total debts as of Jan. 1, 2024. Douglas Clark, chief executive officer, signed the petitions. Judge Marvin Isgur presides over 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 counse; FTI Consulting Canada Inc. as Canadian court-appointed information officer, Oppenheimer & Co. Inc. as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing & solicitation agent. CV SCIENCES: Haskell & White Raises Going Concern Doubt ------------------------------------------------------- CV 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 Haskell & White LLP, the Company's auditor since 2021, 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 29, 2024, Irvine, California-based Haskell & White LLP said, "The Company has experienced recurring operating losses, negative cash flows from operations, and has limited liquid resources. These matters raise substantial doubt about the Company's ability to continue as a going concern." Excluding the received ERC funds, the Company generated negative cash flows from operations of $0.5 million for the year ended December 31, 2023, and had an accumulated deficit of $84.6 million. For the year ended December 31, 2023, the Company reported a net income of $3.1 million, compared to a net loss of $8.2 million for the same period in 2022. As of December 31, 2023, the Company had $9.2 million in total assets, $6.3 million in total liabilities, and $2.9 million in total stockholders' equity. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund our operations and growth initiatives. The Company intends to position itself so that it will be able to raise additional funds through the capital markets, issuance of debt or securing lines of credit in order to continue its operations. However, there can be no assurances that additional working capital will be available to the Company on favorable terms, or at all, which would be likely to have a material adverse effect on the Company's ability to continue its operations. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/47znkftm About CV Sciences Inc. San Diego, CA-based CV Sciences, Inc. is a consumer wellness company specializing in hemp extracts and other proven, science-backed, natural ingredients and products, which are sold through a range of sales channels from business-to-business to business-to-consumer. CWT GROUP: Fitch Puts Ratings on Watch Positive ----------------------------------------------- Fitch Ratings places CWT Group, LLC , along with co-borrowers CWT US, LLC; CWT UK Group Ltd; and CWT Beheermaatschappij BV (collectively, CWT), on Rating Watch Positive. The Positive Watch reflects Fitch's expectations that AmexGBT's acquisition of CWT will be a credit positive given the stronger financial profile of AmexGBT. The transaction includes a purchase price of $570 million funded through on a cash-free and debt-free basis. Cash on hand is expected to retire the outstanding debt under CWT. This transaction is expected to close in the second half of 2024, following regulatory approvals. The announcement reflects the increasingly consolidated nature of the industry, as companies join forces to combat the slower recovery in business travel and utilize shared technologies. AmexGBT is expected to gain roughly 4,000 new clients through this acquisition, supplementing the existing 20,000, expanding their business and government clientele reach. Fitch expects to resolve the Positive Watch once the transaction is complete under the announced terms, which may take longer than six months. KEY RATING DRIVERS AMEXGBT Acquisition of CWT: American Express Global Business Travel, or AmexGBT, is acquiring CWT for approximately $570 million, on a cash-free, debt-free basis. The pre-synergy multiple is 7.6x at the mid-point of 2024 projected adjusted EBITDA of $70 million-$80 million, and 2.5x including approximately $155 million of annual run-rate synergies within three years. Shareholders of CWT will receive $430 million in stock (13% of AmexGBT) and $70 million in cash on hand. The closing could take 3 months-9 months given the number of regulatory approvals required in all of the countries where CWT operates. Fitch does not rate AmexGBT, but assumes it has a stronger credit profile than CWT given its materially larger scale in terms of total transaction value, revenue and adjusted EBITDA. Pro forma leverage value is expected to be in the 1.5x-2.5x range at the time of close, with further opportunities to refinance debt and lower interest expense. Recapitalization: CWT announced a recapitalization of its balance sheet on Nov. 9, 2023. The recapitalization involved the equitization of the company's existing $625 million senior notes and provision of incremental liquidity. The equitization of the senior secured notes was deemed a distressed debt exchange by Fitch, as holders of these notes were deemed to receive a material reduction in terms and the transaction was deemed to avoid an eventual probable default. Fitch expects the recapitalization will materially improve EBITDA leverage and fixed-charge coverage, while enhancing liquidity. The improved capital structure, combined with a materially reduced cost structure, should put CWT on stronger footing over the near term. The transaction reduces debt by over $450 million and extends debt maturities. Growth but Secular Headwinds: CWT realized a very strong recovery in 2022 and in early-2023, although growth has slowed since mid-2023 as a result of weaker-than-expected travel in North America, slow recovery of international travel to North America, and the higher mix of hotel transactions relative to air traffic transactions, which reduces yield. Fitch expects revenue to continue to grow through 2024 but at a lower rate than 2023. The Global Business Travel Association released its Business Travel Index Outlook in August 2023 and expects global business travel to recover to its pre-pandemic total of $1.4 trillion in 2024 and grow to almost $1.8 trillion by the end of 2027. While macro headwinds are less of a concern, the high cost to travel, the adoption of meeting technologies, the increase in remote working, sustainability initiatives (ESG), and other travel uncertainties (Ukraine/Middle East) could all contribute to a drag on overall business travel. Traditionally, the industry has shown a moderate degree of cyclicality due to demand volatility stemming from economic cycles or external shocks, although some of these issues listed previously could be considered evidence of secular changes. Company Diversification: The combined company results in a larger and more diversified position in corporate business travel. AmexGBT will now have a greater position in government and military travel given CWT's strong exposure in that sub-sector. CWT is diversified from a geographic, customer and contract type perspective, helping to moderate an impact from cyclical travel pressures (excluding idiosyncratic shocks like the pandemic). A majority of revenue is generated in the Americas and EMEA, with a growing presence in Asia. No single customer comprises a meaningful portion of total revenue, and CWT's business clients are also diversified across industries. DERIVATION SUMMARY CWT is a global operator in business travel management services with historically moderate leverage. Its closest comparable is AmexGBT (NPR), which operates in the same travel vertical. The closest Fitch-rated public comparison is Expedia Inc. (BBB-/Positive), an online travel agency (OTA), which provides business-to-consumer travel services primarily to individuals and is more exposed to leisure travel. Sabre GLBL, which operates in the global distribution system (GDS) business, although Fitch believes over the long-term the disintermediation risk of GDS companies from the travel funnel is greater than business travel management companies, with the latter offering high value-add services to corporate clients. Leisure travel saw a strong rebound during 2022 with major OTAs recording record-level gross bookings. This contrasts with corporate travel, which Fitch expects will have an elongated path back to pre-pandemic level of transactions. Expedia has significantly larger scale, which had excess of $95 billion gross travel bookings and approximately $2.7 billion in annual FCF during 2022, while it also has a long-established track record of adhering to a below 2.0x gross debt/EBITDA target. KEY ASSUMPTIONS - Pro forma total transaction value of approximately $45 billion; - Pro forma revenue of $3.28 billion-3.35 billion; - Pro form adjusted EBITDA of $520 million-$580 million; - $155 million of annual run rate synergies expected within three years; - No debt incurred in the acquisition. RECOVERY ANALYSIS Total value of the transaction is $570 million, which is greater than the $230 million of debt at CWT. This would result in a RR1 recovery for first and second lien debt. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade - Fitch expects to resolve the Positive Watch after completion of the contemplated transaction under the proposed terms. Factors that could, individually or collectively, lead to positive rating action/upgrade Independent of the Transaction - An ability to generate positive and sustained FCF with proceeds used to reduce revolver borrowings and reinvest in growth initiatives; - EBITDA margins above 10% that are considered sustainable over time; - EBITDA leverage below 5.5x combined with further enhancements in liquidity. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A reduction in liquidity due to lower than expected EBITDA growth or negative FCF; - Inability to access external liquidity sources; - Loss of market share and/or long-term continued weakness in corporate travel; - EBITDA leverage above 6.5x. LIQUIDITY AND DEBT STRUCTURE Liquidity Enhanced but Challenging: Given the large use of equity in the transaction, pro forma leverage metrics are expected to be strong, with net EBITDA leverage in the 1.5x-2.5x range. Both companies are recovering from the slowdown in business travel and each is expected to be FCF positive in 2024. AmexGBT has $1.4 billion in gross debt as of Dec. 31, 2023, with the bulk of the debt maturing in 2025 and 2026. ISSUER PROFILE CWT Group LLC (CWT, and successor of CWT Travel Group, Inc,), through its parent CWT Holdings, LLC (successor of CWT Travel Holdings, Inc.) is a Minnetonka, Minn.-based business-to-business employee travel platform company that serves clients in about 145 countries through its wholly owned operations, several joint ventures and network of international contracted partners. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- CWT US, LLC LT IDR CCC+ Rating Watch On CCC+ senior secured LT B+ Rating Watch On RR1 B+ Senior Secured 2nd Lien LT B Rating Watch On RR2 B CWT Beheermaatschappij B.V. LT IDR CCC+ Rating Watch On CCC+ senior secured LT B+ Rating Watch On RR1 B+ Senior Secured 2nd Lien LT B Rating Watch On RR2 B CWT Group, LLC LT IDR CCC+ Rating Watch On CCC+ senior secured LT B+ Rating Watch On RR1 B+ Senior Secured 2nd Lien LT B Rating Watch On RR2 B CWT UK Group Ltd. LT IDR CCC+ Rating Watch On CCC+ senior secured LT B+ Rating Watch On RR1 B+ Senior Secured 2nd Lien LT B Rating Watch On RR2 B DELCATH SYSTEMS: Rosalind Advisors, 4 Others Report 9.9% Stake -------------------------------------------------------------- In a Schedule 13D/A filed with the U.S. Securities and Exchange Commission, the following entities and individuals reported beneficial ownership of shares of common stock of Delcath Systems, Inc. as of March 19, 2024, representing 9.9% of the shares outstanding. Reporting Person Shares Owned Rosalind Advisors, Inc. 1,151,907 Steven Salamon 1,151,907 Gil Aharon 1,151,900 Rosalind Master Fund L.P. 638,828 Rosalind Opportunities Fund I L.P. 400,000 A full-text copy of the Report is available at https://tinyurl.com/47xctxyu About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The company's proprietary products, HEPZATO KIT (Hepzato (melphalan) for Injection/Hepatic Delivery System) and CHEMOSAT Hepatic Delivery System for Melphalan percutaneous hepatic perfusion (PHP) are designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects during a PHP procedure. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DYE & DURHAM: Moody's Gives B1 Rating on New Senior Secured Notes ----------------------------------------------------------------- Moody's Ratings assigned a B1 rating to Dye & Durham Corporation ("D&D") proposed backed senior secured notes. The company's B2 corporate family rating, B2-PD probability of default rating, B1 ratings on its backed senior secured first lien revolving credit facility and backed senior secured first lien term loan B (US$ equivalent), and SGL-2 speculative grade liquidity rating remain unchanged. The outlook remains stable. D&D plans to use the net proceeds from the new secured notes and its new secured term loan to repay its existing term loans and convertible debentures due 2026, with the remainder going to cash. RATINGS RATIONALE D&D's B2 CFR is constrained by: (1) high Debt/EBITDA (6.3x for LTM Q2/2024 ended December 31, 2023) that Moody's expects will decline to below 5.5x by the end of fiscal 2025 (ending June 30, 2025); (2) impact of global macroeconomic headwinds on real estate transactions, which could limit growth through fiscal 2025; (3) smaller scale relative to similarly rated companies; (4) concentration in the fragmented legal market (81% of revenue); and (5) low recurring revenue because more than 50% of its revenue is derived from transaction-based services, which are volatile. The rating benefits from: (1) good global market positions as a provider of cloud-based software solutions that help law firms improve productivity, win new business and manage compliance requirements; (2) strong margins, supported by its proprietary technology services and a largely variable cost structure; (3) low customer concentration, which improves stability in results; and (4) Moody's expectation that it will maintain good liquidity through fiscal 2025, boosted by positive free cash flow. D&D will have two classes of debt when the transaction closes: (1) C$105 million secured revolving credit facility, C$495 million (US$ equivalent) first lien secured term loan B, and new $500 million secured notes - all three rated B1; and (2) unrated C$160 million convertible senior unsecured debentures due 2028. Moody's has rated the notes, revolver and term loan B1, one notch above the CFR, because of their senior ranking in the capital structure and loss absorption provided by the convertible debentures. D&D will have good liquidity (SGL-2) through March 31, 2025, with sources approximating C$205 million while the company will have about C$5 million of term loan amortization in this time frame. Liquidity consists of C$35 million of cash at December 31, 2023, full availability under its new C$105 million revolving credit facility that will expire in 2029, and Moody's free cash flow estimate of about C$65 million through the next four quarters. The revolver will be subject to a springing first lien net leverage covenant when utilization exceeds 35% and Moody's does not expect the covenant to the applicable in the next four quarters. D&D has limited flexibility to generate liquidity from asset sales. The outlook is stable because Moody's expects EBITDA growth despite the lower volumes on real estate transactions with the company maintaining good liquidity and managing its acquisition growth strategy such that it will sustain Debt/EBITDA below 5.5x by the end of fiscal 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if the company profitably increases its scale and recurring revenue, and generates consistent positive free cash flow while sustaining Debt/EBITDA below 4.5x (6.3x at LTM Q2/2024) and EBITA/Interest above 2.5x (1.5x at LTM Q2/2024). The ratings could be downgraded if operating performance weakens, characterized by declining revenue or EBITDA, if it sustains Debt/EBITDA above 6x (6.3x at LTM Q2/2024) and EBITA/Interest below 1.5x (1.5x at LTM Q2/2024), or if liquidity becomes weak. The principal methodology used in this rating was Business and Consumer Services published in November 2021. Dye & Durham Corporation, headquartered in Toronto, Ontario Canada, is a provider of legal software and payment infrastructure technology solutions and services designed to improve efficiency and increase productivity for law firms and financial institutions. The company has operations in Canada, the United Kingdom, Ireland, Australia and South Africa. EBIX INC: Seeks to Extend Plan Exclusivity to July 14 ----------------------------------------------------- Ebix, Inc. and affiliates asked the U.S. Bankruptcy Court for the Northern District of Texas to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to July 14 and September 12, 2024, respectively. On March 11, 2024, the Debtors filed the Debtors' Motion for Entry of an Order (I) Approving Bid Procedures for Non-L&A Assets, Equity, and Plan Sponsorship Rights and Authorizing the Sale Transactions; (II) Approving Notices in Connection with the Transactions; and (III) Granting Related Relief (the "RemainCo Bid Procedures Motion"). By the RemainCo Bid Procedures Motion, the Debtors seek approval of a marketing and sale process for certain other Debtor assets, other than the L&A Assets. Critically, the outcome of the auction on May 8, 2024 (the "Auction") will determine the ultimate structure of the plan, including whether the assets are sold pursuant to a sale under section 363 of the Bankruptcy Code or whether the Debtors reorganize through one or more reorganization transactions in a plan. The RemainCo Bid Procedures Motion is set for hearing on April 11, 2024, at 1:30 PM. The Debtors explain that they have filed their initial Plan and Disclosure Statement and set the Disclosure Statement for approval at the April 22, 2024, omnibus hearing. The Debtors anticipate that, even if the Disclosure Statement is approved, they will delay solicitation of the Plan until after the Auction to ensure the Plan that is solicited reflects the results of the Auction and the transaction or transactions going forward. The Debtors claim that although they anticipate updating the Plan following the Auction to account for the results from the same, the Plan as filed is viable, if not a bit broad. The Debtors intend to narrow the broad toggles in the existing Plan to notate which transaction or transactions are being pursued and commence solicitation of this updated Plan on or before May 15, 2024. The Debtors assert that they are not seeking an extension of the Exclusivity Periods to pressure or prejudice any of their stakeholders. All creditor groups or their advisors have had an opportunity to actively participate in substantive discussions with the Debtors throughout these chapter 11 cases. More importantly, the Debtors and their secured lenders are in negotiations to find a consensual path forward through the amended RSA. Accordingly, the Debtors are seeking an extension of the Exclusivity Periods not to pressure creditors but rather to preserve and capitalize on the progress made to date and as such, this factor weighs in favor of finding cause to extend. Finally, the Debtors have one remaining contingency in the form of determining what the highest and best path for the disposition of the remaining equity and assets will be. The Debtors have a timeline for the resolution of this contingency, which is set forth in the RemainCo Bid Procedures Motion, and anticipate resolving this contingency at or immediately following the Auction. Accordingly, this final factor again weighs in favor of finding cause to extend the Exclusivity Periods. 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 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. ELETSON HOLDINGS: Creditors Ask Court to Cut Reed Smith's Fee Bid ----------------------------------------------------------------- Emlyn Cameron of Law360 reports that Eletson Holdings Inc.'s unsecured creditors told a New York bankruptcy judge to cut the "vast majority" of the fees Reed Smith LLP requested for its work on the tanker company's Chapter 11 case because the firm wants nearly $1. 9 million for work that didn't help the estate. About Eletson Holdings Eletson Holdings Inc. is a family-owned international shipping company, which touts itself as having a global presence with headquarters in Piraeus, Greece as well as offices in Stamford, Connecticut, and London. At one time, Eletson claimed to own and operate one of the world's largest fleets of medium and long-range product tankers and boasted a fleet consisting of 17 double hull tankers with a combined capacity of 1,366,497 dwt, 5 LPG/NH3 carriers with a combined capacity of 174,730 cbm and 9 LEG carriers with capacity of 108,000 cbm. Eletson Holdings, a Liberian company, is Eletson's ultimate parent company and is the direct parent and owner of 100% of the equity interests in the two other debtors, Eletson Finance (US) LLC, and Agathonissos Finance LLC. Eletson and its two affiliates were subject to involuntary Chapter 7 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 23-10322) filed on March 7, 2023 by creditors Pach Shemen LLC, VR Global Partners, L.P. and Alpine Partners (BVI), L.P. The petitioning creditors are represented by Kyle J. Ortiz, Esq., at Togut, Segal & Segal, LLP. On Sept. 25, 2023, the Chapter 7 cases were converted to Chapter 11 cases. The Honorable John P. Mastando, III is the case judge. Derek J. Baker, Esq., represents the Debtors as bankruptcy counsel. On Oct. 20, 2023, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Dechert, LLP as its legal counsel. ENGLOBAL CORP: Moss Adams Raises Going Concern Doubt ---------------------------------------------------- ENGlobal Corporation disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 30, 2023, that Moss Adams LLP, the Company's auditor since 2017, 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 29, 2024, Houston, Texas-based Moss Adams said, "The Company has suffered recurring losses from operations and has utilized significant cash in operations that raise substantial doubt about its ability to continue as a going concern." The Company's recurring losses, negative cash flows from operating activities, need for additional financing and the uncertainties surrounding its ability to obtain such financing, raise substantial doubt about its ability to continue as a going concern. It has limited cash on hand and will need additional working capital to fund its planned operations. The Company is subject to significant risks and uncertainties, including failing to secure additional capital to fund its planned operations or failing to profitably operate the business. The Company intends to raise funds through various potential sources, such as equity or debt financings; however, it can provide no assurance that such financing will be available on acceptable terms, or at all. If adequate financing is not available or the Company does not achieve profitability and positive cash flows from operating activities, it may be required to significantly curtail or cease its operations, and its business would be jeopardized. The Company reported a net loss of $15.2 million for the year ended December 30, 2023, compared to a net loss of $18.5 million for the year ended December 31, 2022. As of December 30, 2023, the Company had $18.8 million in total assets, $20.3 million in total liabilities, and $1.6 million in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/2reukf9m About ENGlobal Houston, TX-based ENGlobal Corporation, incorporated in the State of Nevada in June 1994, is a leading provider of innovative, delivered project solutions primarily to the energy industry. ENSERVCO CORP: Pannell Kerr Forster Raises Going Concern Doubt -------------------------------------------------------------- Enservco Corp 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 Pannell Kerr Forster of Texas, P.C., the Company's auditor since 2022, 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 29, 2024, Pannell Kerr Forster said, "The Company has a significant working capital deficiency, has recurring losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern." For the years ended December 31, 2023 and 2022, the Company incurred net losses of $8.5 million and $5.6 million, respectively. As of December 31, 2023, the Company had total current liabilities of $10 million, which exceeded its total current assets of $5.7 million, or a working capital deficit of $4.3 million. As of December 31, 2022, the Company had total current liabilities of $10.2 million, which exceeded its total current assets of $6.0 million, or a working capital deficit of approximately $4.2 million. During the latter part of 2022 and continuing throughout 2023, Enservco underwent a thorough analysis of costs incurred by the Company including payroll and related costs, capital expenditures and profitability of its segments. As such, hiring practices and headcount were significantly modified and reduced, and unprofitable locations were closed. The Company has also disposed of non-core or underperforming assets, generating proceeds totaling approximately $2.0 million. Despite the recent developments and the contributing improvements to its financial position noted above, especially as it relates to the Refinancing, the February 2023 Public Offering, and the September and October 2023 Convertible Notes, the Company believes that substantial doubt exists over its ability to continue as a going concern from one year after the date of issuance of this Annual Report on Form 10-K," the Company explained. The Company utilizes a cash forecast model to evaluate the ability of future cash flows to fund continuing operations. The Company analyzes projected cash flows to determine if they are sufficient to fund the operations and obligations of the Company for a period of time that extends twelve months or more from the date of the applicable filing. The Company may need to raise additional capital for its growth and ongoing operations. As the Company seeks additional sources of financing, there can be no assurance that such financing would be available to the Company on favorable terms, or at all. The Company's ability to obtain additional financing through debt and equity capital markets, whether public or private, is subject to several factors including market and economic conditions, the Company's performance, and investor sentiment with respect to the Company and its industry. As of December 31, 2023, the Company had $13.9 million in total assets, $14.4 million in total liabilities, and $572,000 total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/3vehzdtu About Enservco Corp Longmont, CO-based Enservco Corp through its wholly owned subsidiary provides various services to the domestic onshore oil and natural gas industry. These services include hot oiling and acidizing ("Production Services") and frac water heating ("Completion and Other Services"). EXPERTUS HEALTH: Seeks to Extend Plan Exclusivity to August 31 -------------------------------------------------------------- Expertus Health, LLC asked the U.S. Bankruptcy Court for the Western District of Tennessee to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to August 31 and November 30, 2024, respectively. The Debtor is a limited liability company and owns certain real property in Perry County, Tennessee. The Debtor intends to open a rural hospital in the medical facilities located on the real property. This is the Debtor's first request for an extension of the Exclusive Periods. The Debtor seeks the entry of an order: (i) extending the Exclusive Period to August 31, 2024, and in the event the Debtor timely files a plan within said extension; (ii) extending the Acceptance Period to November 30, 2024. The Debtor submits that it should be granted the requested extensions of the Exclusive Periods so that it will have sufficient time to, inter alia, negotiate with creditors, formulate, file and confirm a plan of reorganization. Further, the Debtor submits that the Adversary Case 24-05010 should be resolve prior to the Debtor submitting a disclosure statement and proposed plan of reorganization. Expertus Health, LLC is represented by: C. Jerome Teel, Jr., Esq. Teel & Gay, PLC 425 E. Baltimore Jackson, TN 38301 Telephone: (731) 424-3315 Facsimile: (731) 424-3501 About Expertus Health Expertus Health owns a commercial building & 6.8 acres located at 2718 Squirrel Hollow Dr., Linden, TN, valued at $1.74 million. The Debtor also owns three other properties in Linden, TN valued at $80,100. Expertus Health, LLC in Linden, TN, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tenn. Case No. 23-11673) on December 20, 2023, listing $1,959,712 in assets and $678,813 in liabilities. Jason Weil as single member/CEO, signed the petition. Judge Jimmy L. Croom oversees the case. TEEL & GAY, PLC serve as the Debtor's legal counsel. EXPRESS INC: To Hold Talks With Lenders for Bankruptcy Funding -------------------------------------------------------------- Reshmi Basu and Eliza Ronalds-Hannon of Bloomberg News report that retailer Express Inc. is asking its lenders for funds to help finance a potential Chapter 11 bankruptcy process, according to people with knowledge of the plans. Express, which sells mid-priced apparel, has been burning through cash as it attempts to fix its troubled operations. Express may file for bankruptcy as soon as next week, but the preparations aren't final and plans could change, said the people, who asked not to be identified because negotiations are private. About Express Inc. Express, Inc., together with its subsidiaries is a multi-brand fashion retailer. The company operates an omnichannel platform, including both physical and online stores. Its two brand-based operating segments are "Express," which includes "UpWest" and Bonobos. FASTVAN TECHNOLOGIES: Mark Sharf Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 16 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for Fastvan Technologies Inc. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and $150 per hour for his trustee administrator's services. In addition, the Subchapter V trustee will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About Fastvan Technologies Fastvan Technologies, Inc. is an AI-centralized logistics platform that enables brands to orchestrate, track, and optimize their logistics operations and plan all shipments from origin to destination maintain a centralized view, real time visibility and drastically reduce shipment cost in the process. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11529) on February 29, 2024, with $1,095,884 in assets and $581,107 in liabilities. Manoj Kanumuri, officer, signed the petition. Judge Barry Russell presides over the case. Navneet S. Chugh, Esq., at Chugh, LLP represents the Debtor as legal counsel. FISKER INC: Pauses EV Production, May Seek Chapter 11 ----------------------------------------------------- Richard Clough of Bloomberg News reports that Fisker Inc. is pausing production for six weeks as the electric-vehicle maker looks to rein in inventory and avoid possibly having to file for bankruptcy. The company didn't make a required interest payment of about $8.4 million last week on its unsecured convertible notes due in 2026, according to a regulatory filing Monday, March 18, 2024. Fisker warned it may not be able to meet obligations to service its debt and "could need to seek protection under applicable bankruptcy laws." About Fisker Inc. California-based Fisker Inc. is revolutionizing the automotive industry by designing and developing individual mobility in alignment with nature. Passionately driven by a vision of a clean future for all, the company is on a mission to create the world's most sustainable and emotional electric vehicles. FTX TRADING: Seeks to Extend Plan Exclusivity to June 27 -------------------------------------------------------- Emergent Fidelity Technologies Ltd., a Debtor Affiliate of FTX Trading Ltd., asked the U.S. Bankruptcy Court for the District of Delaware to extend its exclusive periods to file a chapter 11 plan and solicit acceptances thereof to June 27 and August 26, 2024, respectively. The Emergent Debtor is the owner and was the record holder of approximately 55 million shares of Robinhood Markets, Inc. that have now been converted to cash (the "Assets") and are being held by the DOJ pending further adjudication regarding their ownership and potential claims against them. Multiple parties have made claims to the Assets, including (i) the DOJ, for the benefit of SBF's victims; (ii) FTX, for the benefit of its creditors; (iii) BlockFi, for the benefit of its creditors; (iv) SBF himself; (v) FTX Digital Markets Ltd (in provisional liquidation), a chapter 15 debtor; and (vi) Yonatan Ben Shimon, an FTX customer who alleges that his deposits may have been misappropriated by Alameda and used to purchase the Assets. The Emergent Chapter 11 Case continues to require coordination with many constituencies, not only before this Court, but in several other chapter 11 and foreign insolvency proceedings. The pace of the Emergent Debtor's progress is inevitably impacted by the need to coordinate with, and be responsive to, governmental authorities, especially in view of the upcoming forfeiture proceedings involving the Assets. The Emergent Debtor claims that it continues to investigate, secure, and recover assets for distribution; this will lead to a necessary determination of whether reorganization or liquidation is in the best interests of creditors. Notwithstanding the substantial progress made to date, the Emergent Debtor continues to develop information necessary to prepare a disclosure statement and to consider and propose a chapter 11 plan. The Emergent Debtor asserts that it requires additional time to continue to advance the core objectives laid out by the Joint Liquidators on behalf of the Emergent Debtor and ensure that the Assets are recovered for the benefit of its creditors. The Emergent Debtor further asserts that termination of the Exclusive Periods would adversely impact the Emergent Debtor's efforts to preserve and maximize the value of its estate and would slow the progress of the Emergent Chapter 11 Case. Termination would disrupt the critical work that has and continues to be done in the Emergent Chapter 11 Case and would increase the costs of administering the case substantially while providing no material benefits to the estate or its creditors. Emergent Fidelity Technologies Ltd., is represented by: MORGAN, LEWIS & BOCKIUS LLP Jody C. Barillare, Esq. 1201 N. Market Street, Suite 2201 Wilmington, DE 19801 Telephone: (302) 574-3000 Email: jody.barillare@morganlewis.com - and – John C. Goodchild, III, Esq. Matthew C. Ziegler, Esq. 2222 Market Street Philadelphia, PA 19103 Telephone: (215) 963-5000 Email: john.goodchild@morganlewis.com Email: matthew.ziegler@morganlewis.com - and – Craig A. Wolfe, Esq. Joshua Dorchak, Esq. David K. Shim, Esq. 101 Park Avenue New York, NY 10178 Telephone: (212) 309-6000 Email: craig.wolfe@morganlewis.com Email: joshua.dorchak@morganlewis.com Email: david.shim@morganlewis.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. GAMESTOP CORP: Promotes D. Moore to Principal Financial Officer --------------------------------------------------------------- GameStop Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Board of Directors of the Company promoted Daniel Moore, the current interim Principal Financial Officer of the Company, to the role of Principal Financial Officer, effective as of March 25, 2024. Moore will continue to serve in his role as the Principal Accounting Officer of the Company. In connection with his appointment as the Principal Financial Officer, the Company and GameStop Texas, Ltd. entered into a letter agreement with Moore on March 25, 2024, describing certain terms of his employment, which supersedes all prior agreements or offer letters between the parties regarding Moore's employment, unless otherwise noted therein. The Offer Letter provides that Moore's annualized salary will be $160,000 and that all equity awards previously granted to Moore will continue to vest in accordance with their original terms, subject to Moore's continued employment with the Company. About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce platforms and thousands of stores. GameStop reported a net loss of $313.1 million for the fiscal year ended Jan. 28, 2023, a net loss of $381.3 million for the fiscal year ended Jan. 29, 2022, a net loss of $215.3 million in 2020, a net loss of $470.9 million in 2019, and a net loss of $673 million in 2018. As of July 29, 2023, the Company had $2.80 billion in total assets, $1.53 billion in total liabilities, and $1.26 billion in total stockholders' equity. * * * Egan-Jones Ratings Company, on January 2, 2024, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by GameStop Corporation. GAMESTOP CORP: Swings to $6.7 Million Net Income in FY 2023 ----------------------------------------------------------- GameStop Corp. filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K, disclosing a net income of $6.7 million on $5.3 billion of net sales for the fiscal year 2023, compared to a net loss of $313.1 million on $5.9 billion net sales for the fiscal year 2022. As of February 3, 2024, the Company had $2.71 billion in total assets, $1.37 billion in total liabilities, and $1.34 billion in total stockholders' equity. A full-text copy of Form 10-K is available at https://tinyurl.com/59tdnd2h About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce platforms and thousands of stores. GameStop reported a net loss of $313.1 million for the fiscal year ended Jan. 28, 2023, a net loss of $381.3 million for the fiscal year ended Jan. 29, 2022, a net loss of $215.3 million in 2020, a net loss of $470.9 million in 2019, and a net loss of $673 million in 2018. As of July 29, 2023, the Company had $2.80 billion in total assets, $1.53 billion in total liabilities, and $1.26 billion in total stockholders' equity. * * * Egan-Jones Ratings Company, on January 2, 2024, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by GameStop Corporation. GENESIS GLOBAL: Gets Court Nod for $21 Million SEC Settlement ------------------------------------------------------------- Leonardo Lara of Bloomberg News reports that a federal judge signed off on bankrupt crypto firm Genesis Global Capital's settlement with the Securities and Exchange Commission over allegations a digital-asset lending program it helped run violated the agency's rules. Genesis will pay $21 million under the terms of the agreement approved by the judge on Monday. The SEC sued Genesis and Gemini Trust Co. in January 2023, alleging that the companies illegally raised billions of dollars' worth of cryptoassets from investors through the so-called Gemini Earn program. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC, is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GENESIS GLOBAL: Must Face SEC Suit With Gemini Over Earn Program ---------------------------------------------------------------- Bob Van Voris of Bloomberg News reports that Genesis Global and Gemini must face SEC lawsuit over cryptocurrency 'earn' program. The Securities and Exchange Commission can proceed with its suit accusing Gemini Trust Co. and bankrupt cryptocurrency lender Genesis Global Capital of illegally offering unregistered securities through their interest-paying Gemini Earn product. US District Judge Edgardo Ramos in New York on Wednesday, March 13, 2024, denied a request to throw out civil claims the SEC filed in January 2023. The agency is seeking an order barring Gemini and Genesis from selling unregistered securities, requiring them to give up money they illegally earned from the program plus civil penalties. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC, is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. HIGH PLAINS RADIO: Scott Seidel Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 6 appointed Scott Seidel as Subchapter V trustee for High Plains Radio Network, LLC. Mr. Seidel will be paid an hourly fee of $520 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Seidel declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Scott Seidel 6505 West Park Blvd., Suite 306 Plano, TX 75093 214-234-2500-main 214-234-2503-direct Email: scott@scottseidel.com About High Plains Radio Network High Plains Radio Network, LLC is in the radio broadcasting business. High Plains Radio Network filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-70089) on March 26, 2024, with $1 million to $10 million in both assets and liabilities. Monte L. Spearman, manager, signed the petition. Honorable Bankruptcy Judge Scott W. Everett handles the case. The Debtor is represented by Jeff Carruth, Esq., at Weycer, Kaplan, Pulaski & Zuber, P.C. HMS REAL ESTATE: Dwayne Murray Named Subchapter V Trustee --------------------------------------------------------- The Acting U.S. Trustee for Region 5 appointed Dwayne Murray, Esq., at Murray & Murray, LLC, as Subchapter V trustee for HMS Real Estate Holding Company LLC. Mr. Murray will be paid an hourly fee of $500 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Murray declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Dwayne Murray, Esq. Murray & Murray, LLC 4970 Bluebonnet Blvd., Suite B Baton Rouge, LA 70809 Tel: (225) 925-1110 Fax: (225) 925-1116 Email: dmm@murraylaw.net About HMS Real Estate Holding Company HMS Real Estate Holding Company, LLC owns three properties located in Houston, Texas and Christa Drive, Slidell, La., having a total current value of $2.97 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. La. Case No. 24-10565) on March 25, 2024, with $2,970,161 in assets and $1,702,184 in liabilities. Mayor Okoloise, sole member, signed the petition. Edwin M. Shorty, Jr., Esq., at Edwin M. Shorty, Jr. & Associates represents the Debtor as legal counsel. HOLLIE RAY: Seeks to Hire Slocum Law as Legal Counsel ----------------------------------------------------- Hollie Ray Boutique, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Slocum Law as counsel. The firm's services include: a. advising the Debtor as to the rights, duties, and powers as Debtor-in Possession; b. preparing and filing statements and schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in this proceeding; c. representing the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and d. performing such other legal services as may be necessary in connection with this case. The firm will be paid at these rates: Keith D. Slocum, out of court $425 per hour Keith D. Slocum, in court $475 per hour Paralegals $150 per hour The firm received a retainer in the amount of $ $10,000, plus court costs in the amount of $1,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Keith D. Slocum, Esq., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Keith D. Slocum Slocum Law 370 Mallory StaƟon Road Suite 504 Franklin TN, TN 37067 Telephone:(615) 656-3344 Facsimile: (615) 647-0651 Email: keith@keithslocum.com About Hollie Ray Boutique, LLC Hollie Ray Boutique, LLC is a locally owned boutique that carries women's clothing, jewelry, gifts and accessories with a focus on quality and style. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00707) on March 1, 2024, with $187,438 in assets and $1,751,189 in liabilities. Erica Reynolds, authorized representative of the Debtor, signed the petition. Judge Randal S. Mashburn presides over the case. Keith D. Slocum, Esq., at Slocum Law represents the Debtor as bankruptcy counsel. HORNBLOWER HOLDINGS: Court OKs $300MM DIP Loan from GLAS Trust -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Hornblower HoldingsLLC and American Queen Sub, LLC to use cash collateral and obtain postpetition financing, on a final basis. The Debtors are permitted to obtain postpetition financing pursuant to: (a) a senior secured, superpriority, priming debtor-in-possession term loan facility subject to the terms and conditions set forth in a Senior Secured Superpriority Debtor-in-Possession Term Loan Credit Agreement by and among the Borrowers, the DIP Guarantors, the financial institutions or other entities from time to time party thereto as lenders, and GLAS Trust Company LLC, as administrative agent and collateral agent; and (b) a junior secured, superpriority, priming debtor in possession multi-draw term loan facility subject to the terms and conditions set forth in the Junior Secured Superpriority Debtor-in-Possession Term Loan Credit Agreement by and among the Borrowers, the DIP Guarantors, the financial institutions or other entities from time to time party thereto as lenders, and GLAS Trust Company LLC, as administrative agent and collateral agent. The DIP financing consists of: (i) with respect to the Senior DIP Facility, new-money term loans in an aggregate principal amount of $300 million, the entirety of which was made available immediately upon entry of the Interim Order (including for the purpose of refinancing all of the Prepetition Superpriority Obligations); and (ii) with respect to the Junior DIP Facility, term loans in an aggregate principal amount of $285 million, of which $224 million was made available immediately upon entry of the Interim Order. The DIP facility is due and payable on the earliest to occur of (i) The date that is nine months after the Petition Date; (ii) 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; (iii) The date the Bankruptcy Court orders conversion of the Chapter 11 Cases to a chapter 7 liquidation or the dismissal of the chapter 11 case of any Debtor; (iv) The consummation of a sale or other disposition of all or substantially all of the assets of the Debtors under 11 U.S.C.. section 363; (v) The date that is 30 calendar days after the entry of the Interim Order if the Final DIP Order Entry Date will not have occurred by such date; and (vi) the substantial consummation of a Plan of Reorganization, which has been confirmed by an order entered by the Bankruptcy Court. The Debtors are required to comply with these milestones: 1. Obtain entry by the Bankruptcy Court of the Interim DIP Order no later than three Business Days after the Petition Date; 2. Obtain entry of the Interim DIP Recognition Order by the CCAA Court no later than 10 calendar days after the entry of the Interim DIP Order; 3. No later than 21 calendar days after the Petition Date, file the Plan, Disclosure Statement, Disclosure Statement Motion and Backstop Motion; 4. Obtain entry by the Bankruptcy Court of the AQV Bidding Procedures Order no later than 15 calendar days after the Petition Date; 5. Obtain entry by the Bankruptcy Court of the Final DIP Order and the AQV Sale Order no later than 45 calendar days after the Petition Date; 6. Obtain entry of the Final DIP Recognition Order by the CCAA Court no later than 10 calendar days after the entry of the Final DIP Order; 7. Obtain entry by the Bankruptcy Court of the Disclosure Statement Order and the Backstop Order no later than 60 calendar days after the Petition Date; 8. Obtain entry by the Bankruptcy Court of the Confirmation Order no later than 120 calendar days after the Petition Date; 9. Obtain entry of the Confirmation Recognition Order by the CCAA Court no later than 10 calendar days after the entry of the Confirmation Order; and 10. Cause the Plan Effective Date to occur no later than 140 calendar days after the Petition Date; provided that this Milestone may be extended by the Debtors up to 30 days if the purpose of such extension is solely to obtain regulatory approvals. Hornblower Sub, LLC and American Queen Sub, LLC, as borrowers, Hornblower Holdco, LLC and American Queen Holdco, LLC, as holdings, Alter Domus (US) LLC, as administrative agent and collateral agent, and the guarantors and lenders party thereto are parties to the Superpriority Credit Agreement, dated as of November 10, 2020. The Superpriority Credit Documents provide for a $277 million term loan facility. As of the Petition Date, the Debtors owed the Prepetition Superpriority Secured Parties in the aggregate principal amount of not less than $282.876 million. Hornblower Holdco, LLC and American Queen Holdco, LLC, as parents, Hornblower Sub, LLC and American Queen Sub, LLC, as borrowers, Journey Beyond Holdings, LLC, Alter Domus (US) LLC, as administrative agent, collateral agent, and incremental term loan representative, and the guarantors and lenders party thereto are parties to the Incremental Superpriority Credit Agreement, dated November 17, 2023. The Incremental Superiority Credit Documents provide for a $170 million delayed draw term loan facility. As of the Petition Date, the Debtors owed the Prepetition Incremental Superpriority Secured Parties in the aggregate principal amount of not less than $156.999 million. Hornblower Sub, LLC and American Queen Sub, LLC, as borrowers, Hornblower Holdco, LLC and American Queen Holdco, LLC, as holdings, and GLAS Trust Company LLC, as administrative agent and collateral agent, and the guarantors and lenders party thereto are parties to the First Lien Credit Agreement, dated as of April 27, 2018. The First Lien Credit Documents provide for a $675 million term loan facility and $53.7 million converted term loan facility. As of the Petition Date, the Debtors owed the aggregate principal amount of not less than $695.6 million under this facility. Hornblower Sub, LLC and American Queen Sub, LLC, as borrowers, Hornblower Holdco, LLC and American Queen Holdco, LLC, as holdings, and UBS AG, Stamford Branch, as administrative agent and collateral agent, are parties to the Credit Agreement, dated as of May 13, 2020. The Revolving Credit Documents provide for a $22.5 million converted termed out revolving credit facility. As of the Petition Date, the Debtors owed the Prepetition Revolving Secured Parties in the aggregate principal amount of not less than $26.159 million. As adequate protection, each of the Prepetition First Lien Agent and the Prepetition Revolving Agent, for themselves and for the benefit of the applicable Adequate Protection Parties, will also be granted a valid, perfected security interest in and lien upon all of the DIP Collateral, subject to the DIP Liens, the Carve-Out, and the Prepetition Permitted Senior Liens. The Prepetition Agents, for themselves and for the benefit of the Secured Parties, will be granted an allowed superpriority administrative expense claim on account of any Diminution in Value as provided for in 11 U.S.C. section 507(b), subject to the Carve-Out, and the DIP Superpriority Claims. A copy of the order is available at https://urlcurt.com/u?l=Lftx18 from PacerMonitor.com. About Hornblower Holdings Hornblower is a global leader in world-class experiences, tourism and transportation that serves more than 30 million guests annually and a brand heritage that dates back nearly 100 years. Hornblower Holdings, LLC and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90061) on Feb. 21, 2024. At the time of the filing, Hornblower reported $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Porter Hedges, LLP and Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsels; Borden Ladner Gervais, LLP as Canadian counsel; Guggenheim Securities, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. Omni Agent Solutions, Inc. is the Debtor's notice and claims agent and administrative advisor. Davis Polk is advising Crestview Advisors, L.L.C. and its affiliated funds in connection with the restructuring of Hornblower Holdings LLC. Crestview holds the majority of Hornblower's existing equity as well as substantial amounts of its prepetition funded indebtedness. * * * Hornblower Holdings LLC and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for the Joint Chapter 11 Plan of Reorganization dated March 18, 2024. A full-text copy of the Disclosure Statement dated March 18, 2024, is available at https://urlcurt.com/u?l=8w2rzN IKE'S AIR: Brad Odell of Mullin Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 7 appointed Brad Odell, Esq., at Mullin Hoard & Brown, LLP, as Subchapter V trustee for Ike's Air Condition, Inc. Mr. Odell will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Odell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brad W. Odell Mullin Hoard & Brown, LLP P.O. Box 2585 Lubbock, TX 79408 Direct: 806-712-1238 Office: 806-765-7491 Mobile: 469-449-3690 Email: bodell@mhba.com About Ike's Air Condition Ike's Air Condition, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Texas Case No. 24-50460) on March 24, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Michael M. Parker presides over the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol represents the Debtor as bankruptcy counsel. INH BUYER: BlackRock DLC Marks $3.6MM Loan at 17% Off ----------------------------------------------------- BlackRock Direct Lending Corp has marked its $3,696,814 loan extended to JP INH Buyer, Inc. (IMS Health) to market at $3,064,658 or 83% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock DLC's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock DLC is a participant in a First Lien Term Loan (1.5% Exit Fee) to INH Buyer, Inc. (IMS Health). The loan accrues interest at a rate of 12.45% (SOFR (Q) + 3.50% Cash + 3.50% Payment In Kind, 1% Floor) per annum. The loan matures on June 28, 2028. BlackRock Direct Lending Corp. is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020. Danbury, CT-based IMS Health, Inc. provides critical sales and other market intelligence primarily to pharmaceutical and biotech companies. JER INVESTORS: Amends Junior Subordinated Note Claims Pay --------------------------------------------------------- JER Investors Trust Inc., et al., submitted a Modified Combined Disclosure Statement and Chapter 11 Plan dated March 28, 2024. Pursuant to the Plan, the Debtors seek resolution of outstanding Claims against, and Interests in, the Debtors, and the liquidation of the Debtors' remaining assets. While the Debtors' available cash will provide a substantial recovery for unsecured creditors, those funds will not be sufficient to pay creditors in full. Given the absence of any prospect for a full recovery for the Debtors' creditors, or any recovery at all for JERIT's shareholders, the Debtors determined that it would be in their interest to wind down and distribute this cash, less wind-down costs, to their creditors. The Debtors considered various options to effectuate the wind down. Considering, among other things, that JERIT remains a public company with widely-dispersed shareholders, and that there has been no quorum at any annual shareholder meeting since at least 2011, the Debtors determined that a wind-down under state law would not be practicable. Instead, the Debtors concluded the most efficient way to effect creditor distributions and wind-down is through these Chapter 11 Cases. This Plan provides for the substantive consolidation of the assets and liabilities of the Debtors. All of the assets and liabilities of the Debtors are treated, for all purposes under the Plan, as the assets and liabilities of a single consolidated entity. Claims filed against more than one of the Debtors and seeking recovery of the same debt shall be treated as one non-aggregated Claim against the consolidated Estates to the extent that such Claim is an Allowed Claim. Like in the prior iteration of the Plan, each holder of an Allowed General Unsecured Claim shall receive in full satisfaction, settlement, and release of, and in exchange for such Allowed General Unsecured Claim such holder's Pro Rata Share of the Plan Distributable Cash. Class 4 consists of all Junior Subordinated Note Claims against the Debtors. The Indenture Trustee, for the ratable benefit of the holders of the Junior Subordinated Notes and itself, shall receive in full satisfaction, settlement, and release of all Allowed Junior Subordinated Note Claims the Pro Rata Share of the Plan Distributable Cash for such Allowed Claims. As no "Senior Debt" (within the meaning of that term given by the Junior Subordinated Indenture) in favor of which the Junior Subordinated Notes are by such indenture's terms subordinated, is presently outstanding, the Junior Subordinated Notes Claims are pari passu with General Unsecured Claims. For the avoidance of doubt, amounts received by the Indenture Trustee on account of the Allowed Junior Subordinated Note Claims will be subject to the Indenture Trustee's charging lien and priority of payment rights under the Junior Subordinated Indenture Agreement. The Debtors commenced these Chapter 11 Cases to allow for an efficient and orderly wind down process and will not be conducting any business operations after the Effective Date. Thus, provided that the Combined Plan and Disclosure Statement is confirmed and consummated, the Estates will not be subject to future reorganization or liquidation. The Debtors therefore believe that the Plan is feasible and meets the requirements of section 1129(a)(11) of the Bankruptcy Code. Except as otherwise provided herein, upon the Effective Date all property of the Debtors' Estates shall vest in the Reorganized Debtor. The Plan shall be funded by Available Cash and Non-Cash Assets. A full-text copy of the Solicitation Version of the Modified Combined Disclosure Statement and Plan dated March 28, 2024 is available at https://urlcurt.com/u?l=Wn2eaf from PacerMonitor.com at no charge. Counsel to the Debtors: David M. Fournier, Esq. Kenneth A. Listwak, Esq. Tori L. Remington, Esq. TROUTMAN PEPPER HAMILTON SANDERS LLP Hercules Plaza, Suite 5100 1313 N. Market St. Wilmington, DE 19801 Tel: (302) 777-6500 E-mail: david.fournier@troutman.com kenneth.listwak@troutman.com tori.remington@troutman.com -and- Deborah Kovsky-Apap, Esq. TROUTMAN PEPPER HAMILTON SANDERS LLP 875 Third Ave. New York, NY 10022 Tel: (212) 704-6000 E-mail: deborah.kovsky@troutman.com About JER Investors Trust JER Investors Trust Inc. is a specialty finance company quoted on the Pink Sheets that manages a portfolio of commercial real estate structured finance products. Its investments include commercial mortgage backed securities, mezzanine loans and participations in mortgage loans, and an interest in the US Debt Fund. JER Investors Trust Inc. is organized and conducts its operations so as to qualify as a real estate investment trust ("REIT") for federal income tax purposes. On the Web: http://www.jerinvestorstrust.com/. JERIT Non-CDO CMBS 1 LLC and affiliate JER Investors Trust Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. (23-12108 and 23-12109) on Dec. 29, 2023. The Hon. Thomas M. Horan is the case judge. The Debtors tapped TROUTMAN PEPPER HAMILTON SANDERS LLP as counsel; and DUNDON ADVISERS as financial advisor. JER Investors estimated assets of $10 million to $50 million and debt of $100 million to $500 million. JERIT Non-CDO estimated assets of $10 million to $50 million and debt of just under $50,000. JOANN INC: Disclosure & Plan Combine Hearing Set for April 25 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware scheduled a combined hearing to consider the adequacy of the disclosure statement explaining the prepackaged joint Chapter 11 plan of reorganization filed by JOANN Inc. and its debtor-affiliates, and confirmation of the Debtors' prepackaged joint Chapter 11 plan on April 25, 2024, at Bankruptcy Court, 842 North Market Street, Wilmington, Delaware 19801. Objections to the approval of the disclosure statement and confirmation of the Chapter 11 plan, if any, must be filed no later than 4:00 p.m. (prevailing Eastern Time) on April 18, 2024. According to the Troubled Company Reporter on March 27, 2024, JOANN Inc. and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for Prepackaged Joint Plan of Reorganization dated March 18, 2024. The Debtors are commencing this solicitation to implement a prepackaged, comprehensive consensual restructuring (the "Restructuring") that will substantially reduce their funded debt liabilities from approximately $1.06 billion to approximately $555.5 million (by equitizing approximately $658.1 million of prepetition term loan obligations) upon emergence, while otherwise providing for claims and contracts to pass through the Chapter 11 Cases unaffected. The Restructuring is supported by the overwhelming majority of the Debtors' capital structure. Specifically, the transaction support agreement dated as of March 15, 2024 (the "Transaction Support Agreement") and the DIP Facility (which comprises (a) between approximately $107 million and $117 million in "new money" loans (inclusive of an accordion facility of up to $10 million) and (b) $25 million of outstanding trade payables converted into DIP Term Loans, all of which will ultimately convert to committed exit financing on the Effective Date) have the support of holders of over 80% of the outstanding principal amount of Term Loan Claims (the "Consenting Term Lenders") and over 66% of holders of Existing Equity Interests (the "Consenting Stockholder Parties," and together with the Consenting Term Lenders, the "Consenting Stakeholders"), as well as certain third-party financing parties that have executed joinders to the Transaction Support Agreement. Such Consenting Stakeholders have already agreed to vote in favor of or otherwise support confirmation of the Plan through execution of the Transaction Support Agreement. Further, the holders of the outstanding principal amount of asset-backed loans under the Debtors' ABL Facility (the "ABL Lenders") and the holders of the outstanding principal amount of "first in last out" loans under the Debtors' FILO Facility (the "FILO Lenders") are not parties to the Transaction Support Agreement; however, all of the ABL Lenders and the FILO Lenders are parties to the ABL/FILO Exit Commitment Letters, pursuant to which, inter alia, the ABL Lenders and the FILO Lenders have agreed to provide the Exit ABL Loans and the Exit FILO Loans (respectively) as contemplated in the Plan, and have agreed to vote in favor of an Acceptable ABL/FILO Plan (as defined in the ABL/FILO Exit Commitment Letters), which includes the Plan. Deleveraging through the Restructuring will enhance the Debtors' long-term growth prospects and competitive position and will provide the Debtors with the flexibility to invest in and grow their businesses while saving over 18,000 jobs. During the Chapter 11 Cases, the Debtors intend to operate their businesses in the ordinary course and will seek authorization from the Bankruptcy Court to make payment in full on a timely basis to trade creditors, customers, and employees of undisputed amounts due before and during the Chapter 11 Cases. Class 5 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim against a Debtor shall receive payment in full in Cash in accordance with applicable law and the terms and conditions of the particular transaction giving rise to, or the agreement that governs, such Allowed General Unsecured Claim on the later of (i) the date due in the ordinary course of business or (ii) the Effective Date; provided, however, that no Holder of an Allowed General Unsecured Claim shall receive any distribution for any Claim that has previously been satisfied pursuant to a Final Order of the Bankruptcy Court. The allowed unsecured claims total $1,093,500,000. This Class will receive a distribution of 100% of their allowed claims. This Class is unimpaired. Holders of Existing Equity Interests are not entitled to receive a recovery or distribution on account of such Existing Equity Interests. On the Effective Date, Existing Equity Interests shall be canceled, released, discharged, and extinguished, and shall be of no further force or effect. Article IV.B ("Restructuring Transactions") provides that, without limiting any rights and remedies of the Debtors or Reorganized Debtors under the Plan or applicable law, but in all cases subject to the terms and conditions of the Transaction Support Agreement, the Transaction Term Sheet, and the Definitive Documents and any consents or approvals required thereunder, the entry of the Combined Order shall constitute authorization for the Debtors and Reorganized Debtors, as applicable, to take, or to cause to be taken, all actions necessary or appropriate to consummate and implement the provisions of the Plan before, on, and after the Effective Date, including such actions as may be necessary or appropriate to effectuate a corporate restructuring of their respective businesses and to otherwise simplify the overall corporate structure of the Reorganized Debtors. Article IV.F ("Sources for Plan Distributions and Transfers of Funds Among Debtors") provides that the Debtors shall fund Cash distributions under the Plan with Cash on hand, including Cash from operations, and the proceeds of the DIP Facility and Exit Facilities. Cash payments to be made pursuant to the Plan shall be made by the Reorganized Debtors in accordance with Article VI thereof. Subject to any applicable limitations set forth in any post-Effective Date agreement (including the New Organizational Documents), the Reorganized Debtors shall be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the Plan. A full-text copy of the Disclosure Statement dated March 18, 2024 is available at https://urlcurt.com/u?l=H3KpFM from PacerMonitor.com at no charge. About JOANN Inc. JOANN operates in the fabric and sewing industry with one of the largest assortments of arts and crafts products. JOANN has transformed itself into a fully-integrated, digitally-connected omni-channel retailer. JOANN reported a net loss of $200.6 million for the year ended Jan. 28, 2023. On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10418). The Debtors tapped LATHAM & WATKINS LLP as legal counsel; HOULIHAN LOKEY CAPITAL, INC., as investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the noticing agent. JOANN listed $2,257,700,000 in assets against $2,440,700,000 in liabilities as of Oct. 28, 2023. JP INTERMEDIATE: BlackRock DLC Marks $1.6MM Loan at 28% Off ----------------------------------------------------------- BlackRock Direct Lending Corp has marked its $1,654,446 loan extended to JP Intermediate B, LLC (Juice Plus) to market at $1,196,164 or 72% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock DLC's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock DLC is a participant in a First Lien Term Loan to JP Intermediate B, LLC (Juice Plus). The loan accrues interest at a rate of 11.14% (SOFR (Q) + 5.76%, 1% Floor) per annum. The loan matures on November 20, 2025. BlackRock Direct Lending Corp. is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020. JP Intermediate B, LLC retails vitamins and nutritional supplements. KNOTTY NUFF: Unsecured Creditors to Split $11K over 3 Years ----------------------------------------------------------- Knotty Nuff Wood, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a Subchapter V Plan of Reorganization dated March 28, 2024. The Debtor is a custom cabinetry and closet contractor established on March 27, 2017, and based in Santa Ana, California. Debtor specializes in every aspect of custom cabinets, closets, and woodworking. On or about September 29, 2022, Luke Holden filed a lawsuit in the Superior Court of California, County of Los Angeles ("LASC") Case No. 22STCV31985 against the Debtor and others alleging that on October 2, 2020, while operating a table saw, he experienced a kickback event while cutting a piece of word, which caused him to sustain personal injuries (the "Incident"). At the time of the Incident, Holden claims to have been operating the table saw as an employee of Ryan Aguirre, Knotty Nuff Wood, LLC; Knotty Nuff Intuitive Builders, Inc. and Debtor (collectively the "Defendants"). Based on the alleged Incident, Holden asserts the following causes of action against the Defendants: (1) Negligence; (2) Premises Liability; (3) Violation of California Labor Code Section 3700, et seq.; and (4) Unlawful Business Practices (California Business and Professions Code § 17200, et seq.) (the "Litigation"). The Debtor does not have the financial resources to defend against the Litigation and wishes to reorganize its debts in an orderly fashion through a Subchapter V plan. The Debtor's Projections show that the Debtor reasonably expects that over the next 36 months, beginning on the date that the first payment is due under the Plan, the Debtor will have Projected Disposable Income of approximately $42,633.00. The Plan provides for quarterly payments to Creditors from Projected Disposable Income generated from the Debtor's business operations. Commencing on September 30, 2024 (three months after the estimated Effective Date), a total of $2,250.76 will be paid as follows: $926.25 will be paid to Class 1 Secured Claimant, Small Business Administration to cure the prepetition default set forth in Claim No. 2, as well as the regular contractual monthly payment of $434; Franchise Tax Board Priority Claim to be paid $438.52; and $885.99 will be paid to Class 2. Unless specified differently herein, these payments will be made every quarter for 11 quarters after the initial payment. In total, $42,633.00 will be paid over 3 years. Class 2 consists of General Unsecured Classes of Claims. In the present case, Debtor estimates that general unsecured debtors total approximately $5,806,291.56, which includes the disputed Claim of Luke Holden ("Holden Claim"). The Debtor will pay general unsecured creditors $10,631.82, on a pro rata basis; this is estimated to pay approximately .18% of each claim. The Debtor will pay the general unsecured class by tendering quarterly payments totaling $885.99/quarter due by the thirtieth day of the quarter stating three months after the Effective Date for a total of twelve payments. Upon entry of the discharge, the remainder of the Debtor's unsecured debts will be discharged. This Class is impaired. The Debtor's owner will retain ownership in the Debtor. The Debtor shall make the Plan Payments and all other payments contemplated under the Plan. It is estimated that under the Plan, the Debtor will be required to pay approximately $37,500.00 on the Effective Date. Based on the Projections, the Debtor expects that it will have Cash sufficient to make the Plan Payments required to be made on the Effective Date. A full-text copy of the Subchapter V Plan dated March 28, 2024 is available at https://urlcurt.com/u?l=w7Cv0t from PacerMonitor.com at no charge. Attorneys for the Debtor: Misty Perry Isaacson, Esq. PAGTER AND PERRY ISAACSON 1851 E. First ST., Suite 700 Santa Ana, CA 92705 Tel: (714) 541-6072 Fax: (714) 541-6897 Email: misty@ppilawyers.com About Knotty Nuff Wood Knotty Nuff Wood, Inc. is a custom cabinetry and closet contractor established on March 27, 2017, and based in Santa Ana, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12759) on December 29, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Ryan Aguire, chief executive officer, signed the petition. Judge Theodor Albert oversees the case. Misty Perry Isaacson, Esq., at Pagler and Perry Isaacson represents the Debtor as legal counsel. KOPPERS HOLDINGS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDR) of Koppers Holdings Inc. (Koppers) and its wholly-owned subsidiary, Koppers Inc. at 'BB-'. Fitch has also affirmed the ratings of Koppers Inc.'s first lien senior secured term loan B and first lien senior secured revolver at 'BB+'/'RR1'. The Rating Outlooks remain Stable. The ratings reflect the company's leading competitive positions in stable markets, healthy leverage profile, and high degree of vertical integration. The rating is constrained by moderate profitability compared to similarly rated peers and a narrow product focus, with earnings being highly correlated to the infrastructure and repair and remodel markets. Fitch recognizes that the company's exposure to these end markets has correspondingly enabled lower earnings and FCF volatility compared to issuers with more commoditized or cyclical product offerings. KEY RATING DRIVERS Resilient Operating Performance: Despite a challenging economic landscape throughout 2023, Koppers demonstrated stable operating results, reflecting its dominant positions in markets with consistent demand, such as infrastructure and residential repair & remodeling. Fitch highlighted a significant 19% year-over-year increase in EBITDA, fueled by strategic price adjustments and robust sales of railroad crossties and wood preservative products, alongside enhanced asset utilization. These factors helped mitigate the impact of reduced demand and elevated raw material costs in the Carbon Materials and Chemicals (CMC) segment. While a forecasted slowdown in repair and remodeling activities, along with ongoing challenges in the CMC segment, could modestly erode EBITDA margins, Fitch expects Koppers to maintain solid profitability and FCF generation, with EBITDA margins anticipated to stabilize in the low-12% range short term. Moderate EBITDA Margins and FCF Volatility: Koppers' EBITDA margins, typically in the 11%-12% bracket, are modest compared to most specialty chemicals peers. Recent increases in capital expenditures and fluctuations in working capital have led to uneven FCF, with a Fitch-calculated average FCF margin of 0.7% since 2020. Nonetheless, the company's investments aimed at margin enhancement, coupled with flexible capital management, are expected to bolster FCF margins to an average of 2% annually moving forward. Sustainable Leverage Ratios: Koppers maintains a Fitch-calculated EBITDA leverage ratio in the low-3.0x range, reflecting a balance between EBITDA growth and controlled increases in credit facility usage. Reported net leverage is at 3.0x, aligning with the company's target. Fitch forecasts that leverage will remain within a comfortable range of 3.0x-3.5x over the medium term, even after considering the pending $100 million term loan upsize and projected slight EBITDA declines in 2024. Balanced Capital Deployment: With the company approaching its target net leverage range of 2x-3x, Koppers is expected to judiciously allocate FCF across growth initiatives and shareholder returns. Fitch anticipates the company to continue its measured share repurchases and regular dividend payments, supported by solid projected operational cash flow averaging around $170 million yearly. Koppers' strategic acquisitions, such as the recently announced agreement to purchase Brown Wood Preserving Company, Inc. for approximately $100 million, are forecasted to be primarily funded through FCF generation and moderate credit facility usage. Fitch believes the company will continue to pursue such acquisitions while maintaining a focus on debt reduction post-transaction to align with rating thresholds. Vertically Integrated Market Leader: Koppers is one of the largest providers of wood preservation technologies in North America, with number one supplier positions for both crossties to class I railroads and utility poles in the Eastern U.S. The company also holds a number two supplier position for utility poles in the U.S., behind Stella-Jones Inc., and is a key supplier of creosote to the railroad industry in North America. Supporting Koppers' competitive positions is its vertically integrated and strategically located manufacturing footprint, whereby direct access to its major customers' rail lines and an ability for its RUPS business to fully source its creosote requirements through its CMC business provides for surety of supply to its customers. Narrow Product Portfolio with Stable Earnings: While Koppers' concentration on wood preservation technologies may limit earnings growth and diversification relative to peers, it also ensures lower earnings volatility. A key source of stability for Koppers' earnings profile is its Railroad and Utility Products and Services (RUPS) business, which benefits from approximately 75% of North American segment sales being under long-term contracts and an adequate ability to pass through costs. The segment stands to benefit from consistent rail traffic, increased infrastructure investments, and rising global energy demands. Demand for the company's PC segment (approximately 30% of sales) is generally correlated with repair and remodeling activity, with the segment supplying all of the 10 largest lumber treating companies in the world. Fitch forecasts a decline in residential repair and remodeling spending by 4%-5% in 2024, with the PC segment likely facing earnings pressures due to this decline, though this may be balanced by the RUPS segment's stability. Parent-Subsidiary Linkage Considerations: Under its parent-subsidiary linkage criteria, Fitch has equalized the IDRs of Koppers Holdings Inc. and its wholly owned issuing subsidiary, Koppers Inc., at 'BB-'. The equalization reflects open legal ring-fencing and open access and control between the stronger subsidiary and Koppers Holdings Inc. DERIVATION SUMMARY Koppers' credit profile is supported by leading market positions and exposure to healthy end markets, similar to 'BB' rated peers Ingevity Corporation (Ingevity; BB/Stable) and H.B. Fuller Company (H.B. Fuller; BB/Stable). Koppers' EBITDA margins are forecast to trend around 11%-12% through the forecast, which compares unfavorably to Ingevity but similarly to H.B. Fuller. Koppers' FCF margin is expected to average around 2% annually over the medium-term, which compares unfavorably to both Ingevity at around 9%, and Fuller at around 4%. Despite weaker profitability relative to these peers, Koppers operates with a similar financial structure to these peers, with EBITDA leverage expected to trend around 3.0x-3.5x through the forecast horizon, compared with around 3.5x-4.0x for H.B. Fuller and 3.0x for Ingevity. When compared to 'B' category peers Advancion Holdings, LLC. (Advancion; B-/Stable) and Vantage Specialty Chemicals, Inc., Inc. (Vantage; B/Stable), Koppers demonstrates relatively greater operational scale, and greater stability in FCF generation, supported by the company's high exposure to the stable infrastructure and repair and remodel markets. Koppers also benefits from a more conservative financial structure compared to these peers, as EBITDA leverage for Advancion and Vantage is expected to be around 9.0x and 6.0x, respectively, in the near term. KEY ASSUMPTIONS - Organic revenues slightly decline in 2024 due to lower expected repair and remodel demand driving lower sales for PC, coupled with continued weakness within tar and pitch markets affecting CMC, partially offset by stability in RUPS. Revenues steadily grow at around 3% annually thereafter, supported by increased infrastructure investment and demand recoveries in PC, while CMC sales remain below-average through the forecast; - EBITDA margins hover around the low-12% range through the forecast, as persisting challenges within CMC and moderating earnings for PC are partially offset by earnings resiliency within RUPS; - Capex around $115 million annually, including various growth projects aimed at expanding and optimizing operations; - Excess FCF primarily applied toward measured share repurchases and tuck-in acquisitions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade - Greater operational scale and realized benefits from capital projects, evidenced by more robust cash flow generation; - Continued EBITDA margin improvement towards the mid-teens on a sustained basis, supported by the successful execution of ongoing efficiency initiatives and product portfolio enhancement; - EBITDA leverage durably below 3.3x. Factors that could, individually or collectively, lead to negative rating action/downgrade - EBITDA leverage sustained above 4.3x, potentially caused by an inability to adequately pass through costs; - Sustained weak FCF generation, potentially stemming from poor working capital management or higher than anticipated capital spending; - More aggressive than expected financial policy, representing a departure from historical norms. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: The company has approximately $67 million in cash and cash equivalents and $330 million in availability under the $800 million revolver at YE 2023. Fitch projects positive annual FCF generation throughout the forecast horizon, which should further provide the company with adequate liquidity. Koppers has no material debt maturities through 2026. Koppers has low exposure to an elevated interest rate environment over the medium-term, given that approximately 46% of total debt is fixed rate. ISSUER PROFILE Koppers Holdings Inc. (NYSE: KOP) is a leading integrated global provider of treated wood products, wood preservation chemicals and carbon compounds. The company operates three business segments: Railroad and Utility Products and Services, Performance Chemicals and Carbon Materials and Chemicals. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Koppers Holdings Inc. LT IDR BB- Affirmed BB- Koppers Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR1 BB+ KRAEMER TEXTILES: Leona Mogavero Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Leona Mogavero, Esq. at Zarwin Baum as Subchapter V trustee for Kraemer Textiles, Inc. Ms. Mogavero will be paid an hourly fee of $425 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Mogavero declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Leona Mogavero, Esq. Zarwin Baum One Commerce Square 2005 Market Street, 16th Floor Philadelphia, PA 19103 Phone: (267) 765-9630 Email: lmogavero@zarwin.com About Kraemer Textiles Kraemer Textiles, Inc. is a privately held yarn manufacturing company in Nazareth, Pa. It produces and wholesales a variety of custom spinning yarns made from alpaca, wool, and natural and synthetic fibers, as well as provides patterns and books on yarns use. Kraemer Textiles sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-10931) on March 20, 2024, with $534,419 in assets and $2,330,193 in liabilities. David T. Schmidt, president, signed the petition. Judge Patricia M Mayer oversees the case. Douglas J. Smillie, Esq., at Fitzpatrick Lentz & Bubba, P.C., represents the Debtor as legal counsel. LAX INTEGRATED: Fitch Affirms BB+ on $1.2BB 2018A/B Sr. Lien Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed the rating on California Municipal Finance Authority's (CMFA) approximately $1.2 billion senior lien revenue bonds (LINXS Automated People Mover [APM] Project) series 2018A and 2018B issued on behalf of LAX Integrated Express Solutions, LLC (LINXS) at 'BB+'. The Rating Outlook is Negative. Entity/Debt Rating Prior ----------- ------ ----- LAX Integrated Express Solutions (TX) LAX Integrated Express Solutions (TX) /Availability Pay Revenues - First Lien/1 LT LT BB+ Affirmed BB+ RATING RATIONALE The rating reflects the increasing delays in completion and the protracted negotiations for schedule relief between the project and its concession grantor, Los Angeles World Airports (LAWA; rated AA/AA-; senior/sub). This has led to uncertainty regarding the project's timely completion. Once operational, the project's credit profile will be reflective of a strong revenue-paying grantor and well-defined operating standards. Although the Fitch rating case average debt service coverage ratio (DSCR) of 1.15x and realistic outside cost (ROC) to breakeven multiple of 7.8x are consistent with an investment grade rating, the rating is constrained by the project's completion risk profile. Although negotiations between LINXS and LAWA for schedule relief and cost compensation claims have extended beyond the previously anticipated resolution date of Feb. 1, 2024, and the project is now reporting a passenger service availability (PSA) date past the lenders' longstop date, Fitch does not foresee funding issues for the project. The current PSA date set for Oct. 30, 2025 also exceeds both the lenders' and concession agreement (CA) longstop dates, thereby exposing LINXS to a risk of default under its financing documents and the CA once these longstop dates are breached in 2025. However, ongoing negotiations are in progress between LINXS and LAWA over schedule relief claims. Approval of these claims would alleviate the risk of default due to breach of the longstop date. KEY RATING DRIVERS Completion Risk - Weaker Extended Construction Delays: The project has experienced extended construction delays, prolonged dispute resolution, and difficulties in the parties' working relationship. Significant construction progress has been made, but the project is required to undergo a rigorous testing and commissioning process and is not expected to be completed until October 2025. The design-build (DB) contractor members are experienced with a strong history of successfully working together. However, the project's large-scale, long original construction duration, interface risks, and systems integration related to the rolling stock introduce construction complexities. The contractor-liquidated damages are adequate to cover unavoidable costs for these extended delays, and the liquid security provided by the DB contractor after the recent step-up covers 365 days of delay liquidated damages. Cost Risk - Midrange Contracted Operations, Cost Resiliency: Once completed, the full scope of O&M and renewal works (lifecycle costs) of the APM project will be passed down to the O&M joint venture (O&M contractor), which is comprised of affiliates of the equity sponsors, and backed by creditworthy parent guarantees. In addition, APM obligations are fulfilled by a highly experienced provider, Alstom, providing continuity through complete vertical integration and aligning interests. Lifecycle costs are moderate and well defined. There is no major maintenance reserve account, but a five-year future handback reserve provides additional support. Scope Risk - Midrange; Cost Predictability - Stronger; Cost Volatility & Structural Protections - Midrange Revenue Risk - Stronger Payments from Strong Counterparty: Project payments stem from construction milestone payments, additional D&C payments, and availability payments from LAWA. Payment mechanics are consistent with other availability payment (AP) transactions in the U.S. Once operational, APs are split between operating and capital, the first of which will be paid by LAWA as an operating expense while capital APs (obligation rated 'A') will be funded from the discretionary purposes account at the bottom of LAWA's waterfall. Capital payments (70% of total APs) escalate annually at 3%, and operating payments escalate based on a weighted index average. LAWA's payment commitment is not a constraint to a 'BBB' category rating, and the deduction mechanism is clearly defined with ample cure periods for non-performance. Debt Structure - 1 - Midrange Standard Features, Flat Coverage: The debt structure is fixed-rate and fully amortizing, and benefits from a forward-and-backward looking 1.10x equity lockup trigger. These stronger features are offset by a relatively flat DSCR profile and a six-month debt service reserve fund (DSRF), which is funded at PSA date. Short-term debt will be repaid with the final milestone payment and equity injection and long-term debt will have a final maturity coterminous with the end of the DBFOM agreement. Additional parity debt is permitted as long as it does not result in a rating downgrade and projected DSCR remains at least 1.15x. Financial Profile Fitch has adopted the sponsor's case as the Fitch base case due to Fitch's comfort level with the project's O&M and lifecycle (LC) cost assumptions as a result of analysis and dialogue with the technical advisor. The model is sculpted to a relatively flat 1.15x DSCR profile. The Fitch rating case incorporates a weighted average ROC of 3.2%, as identified by the LTA. This results in an average DSCR of 1.15x, with minimum coverage of 1.14x, a level that is at the lower end for a 'BBB' category rating. The minimum all-cost breakeven of approximately 25% results in a 7.8x multiple of the ROC, which is indicative of the project's robust ability to withstand stress. PEER GROUP The most comparable Fitch-rated availability-based projects are Purple Line Transit Partners (PLTP; 'BBB'/Stable) and Denver Transit Partners (DTP; 'A-'/Stable). Both projects include the construction of rail projects in major metropolitan areas. PLTP's higher rating reflects a more robust cost resiliency (13.1x ROC multiple) together with a stronger DSCR profile (1.3x). DTP's higher rating reflects its operational status whereas LINXS and PLTP are still subject to completion risk. DTP's ROC multiple of 7.9x is in line with LINXS's multiple of 7.8x; however, DTP's all-cost break-even is higher at 33% versus LINXS's at 25% and DTP's rating is supported by a much higher average DSCR of 2.1x compared with LINXS's average DSCR of 1.15x. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Further deterioration of the working relationship between the two parties leading to heightened uncertainties regarding project completion; - Rejection of schedule relief claims by LAWA leading to heightened risks of breach of the lenders' and CA longstop date in 2025; - Further delays in completion of the project leading to inadequate sources of funds to cover the debt service during the delay period Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Completion of the project in line with its current schedule along with approval of schedule relief claims by LAWA could lead to revision of the Outlook to Stable; - A rating upgrade is unlikely as the project continues to face extended construction delays and has a history of drawn-out disputes. CREDIT UPDATE In January 2024, Fitch downgraded the rating to 'BB+' from 'BBB-', reflecting increased uncertainty over project completion as a result of continued and increasing construction delays in addition to a strained relationship between the project and LAWA. At that time, the project had a 16-day cushion to its lenders' long stop date of April 30, 2025. LINXS' monthly status report for January 2024 maintained the previous report's PSA date of April 14, 2025. This PSA date represented a delay of 288 days. However, as per LINXS' February 2024 monthly report, the PSA date has now been delayed to Oct. 30, 2025, representing a delay of 487 days. The increased delays have been primarily driven by an ongoing information request related to LAWA IT network access requests (NARs), which is driving the critical path of the project. This information is required for LINXS to develop their test procedures and to install and configure network equipment and integration activities. Additional issues, such as the emergency power-off in the ConRAC building and the fire alarm tie-in airport metro connector (AMC), are impacting the PSA date. LAWA has stated that emergency power-off buttons are no longer required for PSA, but LINXS is awaiting a formal change order from LAWA. Despite the expected PSA date of Oct. 30, 2025 being past the lenders' longstop date, the technical advisor has been able to certify that the PSA date will occur before the lenders' long stop date, a condition precedent for draw of design-build loan under the credit agreement. This is based on LAWA's expressed intent to grant a schedule extension. The certificate will allow LINXS to draw the design-build loan. LINXS has also expressed that it is willing to draw the sponsor's equity contribution earlier than the original September 2024 date to make payments to the design-build contractor in a timely manner. This will help avoid a default due to non-payment of the DB contractor under both the DB contract and the CA. LINXS will have enough funds due to a combination of compensation from LAWA for delays until June 30, 2024 (daily rate paid by LAWA amounting to $190,239), liquidated damages from the DB contractor for delays beyond June 30, 2024, and interest income to service its debt until the revised PSA date of Oct. 30, 2025, thereby avoiding a default under the financing documents. Fitch will continue to monitor the completion delays and any adverse impact that further delays can have on project's ability to service debt during the construction period. Nonetheless, the PSA date set for Oct. 30, 2025 exceeds both the lenders' and CA longstop dates of April 30, 2025 and June 30, 2025 respectively. This exposes LINXS to a risk of default under its financing documents and the CA once these longstop dates are breached in 2025. However, the negotiations for schedule and cost relief have been escalated to the CEOs of LINXS' sponsors and LAWA. Fitch understands that the parties have mutually agreed on the importance of reaching a settlement, which includes schedule relief. If approved, this will push back the planned PSA date, thereby alleviating the risk of breaching the long-stop date. Fitch will continue to monitor progress of these claims. Rejection of these claims could result in more than one notch downgrade in project's rating. Based on the February 2024 monthly status report, total cumulative earned value progress to date in the construction phase was 96.8% compared with a planned value of 99.9%. Progress lags behind the approved baseline plan as there have been a number of events that have affected the progress of the project. The project also needs to undergo a testing and commissioning phase before PSA is achieved. FINANCIAL ANALYSIS Fitch has adopted the sponsor's case as the Fitch base case due to Fitch's comfort level with the project's O&M and LC cost assumptions as a result of analysis and dialogue with the LTA. The model is sculpted to a relatively flat 1.15x DSCR profile. The minimum loan life coverage ratio (LLCR) is 1.27x (when discounting is begun post construction), whereas net leverage at the onset of operations is approximately 14.8x based on the first year of cash flow available for debt service. The rating case applies a ROC stress to the base case to measure the project's financial flexibility to absorb reasonable cost increases. Fitch looks to the LTA to identify the ROC (expressed as a percentage) level of O&M, LC, SPV, and insurance expenses exceeding initial projections in a conservative cost over-run scenario, based on its experience with similar projects and their assessment of potential scenarios. The LTA's ROC analysis resulted in an O&M increase of 3.7% and LC and energy costs, each increasing by 3.5%, or a weighted average ROC across all costs of 3.2%, somewhat lower than the criteria guideline of 7.5% for midrange projects, but in line with ROCs used for other transit projects and reasonable given the level of risk, profit, and contingency already embedded in the costs. The results are a 1.15x average and 1.14x minimum DSCR. Fitch analyzed a number of coverage ratio breakeven scenarios related to the proposed financial structure. When run on the Fitch base case, the model indicates the financial structure can withstand an approximate 24.8% increase in total costs (the breakeven rises above 30% in most individual years when pinch-points are excluded). This translates to a robust 7.8x breakeven-as-a-multiple-of-the-ROC, indicating costs could rise nearly 8x above the LTA's reasonable cost overrun analysis and the project would still meet debt service obligations at least 1.0x. SECURITY The bonds are secured by a senior lien on project revenue & all property interests of the borrower. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. LFTD PARTNERS: Fruci & Associates II Raises Going Concern Doubt --------------------------------------------------------------- LFTD Partners 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 Fruci & Associates II, PLLC, the Company's auditor since 2018, 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 29, 2024, Spokane, Washington-based Fruci & Associates II said, "The Company has an accumulated deficit, net losses, and is subject to unique regulatory risks and uncertainties. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern." Prior to the acquisition of Lifted Made on February 24, 2020, the Company had no sources of revenue, and the Company had a history of recurring losses, which has resulted in an accumulated deficit of $2,096,780 as of December 31, 2023. As of December 31, 2023, the Company had $51,346,651 in total assets, $12,528,640 in total liabilities, and $38,818,011 in total shareholders' equity. Bankruptcy of the Company at some point in the future is a possibility. Management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing profitable businesses that will create positive income from operations; and/or (2) completing private placements of the Company's common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurances or guarantees whatsoever that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/9xua9x2u About LFTD Partners Inc. Publicly traded LFTD Partners Inc., Jacksonville, FL (OTCQB: LIFD) is the parent corporation of Lifted Made, Kenosha, WI, which manufactures and sells hemp-derived and other psychoactive products under its award-winning Urb Finest Flowers brand. Lifted Made is the worldwide, exclusive manufacturer and seller of Diamond Supply Co. and Cali Sweets hemp-derived products. LOCALOC INC: Nathan Smith of Malcolm Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Nathan Smith, Esq., as Subchapter V trustee for Localoc, Inc. Mr. Smith, a partner at Malcolm & Cisneros, will be paid an hourly fee of $550 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Smith declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nathan F. Smith, Esq. Malcolm & Cisneros 2112 Business Center Drive Irvine, CA 92612 Phone: (949) 252-9400 Email: nathan@mclaw.org About Localoc Inc. Localoc, Inc., designs, manufactures and sells various hair accessory products. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50287) on March 26, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Hilary L. Barnes presides over the case. Kevin A. Darby, Esq., at Darby Law Practice, Ltd. is the Debtor's bankruptcy counsel. LUMEN TECHNOLOGIES: Fitch Upgrades IDR to CCC+ From RD ------------------------------------------------------ Fitch Ratings has downgraded Lumen Technologies, Inc.'s and subsidiaries, Level 3 Parent, LLC's and Level 3 Financing, Inc.'s, Long-Term Issuer Default Ratings (IDR) to 'RD' from 'CCC-'. Fitch has also downgraded the issue-level ratings assigned to Lumen and Level 3 Financing, Inc., as well as issue-level ratings at Qwest Capital Funding, Inc. In addition, Fitch has removed the Rating Watch Negative on all ratings, and has affirmed the Long-Term IDRs for Qwest Corporation, Qwest Communications International Inc., and Qwest Services Corp. at 'CCC+'. Fitch has subsequently upgraded the ratings of Lumen Technologies, Inc. and its key borrower subsidiaries to reflect the new capital structure post its transaction support agreement (TSA) transaction closed on March 22, 2024. Fitch has rated Lumen and various subsidiaries 'CCC+'. The rating actions reflect Fitch's view that the completed TSA involving a comprehensive debt restructuring resulted in a distressed debt exchange (DDE) for the Lumen and Level 3 entities. The transaction completed pursuant to the TSA was one of the largest private debt restructurings completed in the U.S. to date and encompassed participation from more than $15 billion of outstanding debt. The new 'CCC+' IDR ratings reflect an improved debt maturity profile, offset by execution risks related to the company's ability to strengthen its operating profile. Fitch believes the combination of the large debt balance with weak operating results calls into question the long-term sustainability of the company's capital structure, even with extended maturities. KEY RATING DRIVERS Debt Restructuring: Fitch believes the debt restructuring resulted in a DDE for the Lumen and Level 3 entities per the agency's criteria given the following: (i) a restructuring led to a reduction in terms via a debt maturity extension, albeit at higher interest rates, and certain debt issues had collateral removed as part of the transaction; and (ii) the restructuring is believed to have occurred to avoid bankruptcy, similar insolvency or intervention proceedings. In assessing whether transactions are classified as a DDE, Fitch reviews proposed changes to the existing instrument documentation to assess a material reduction in terms compared to the existing expectations of the lenders. Key components of the transaction include: (i) More than $4.4 billion of previously existing senior secured debt was exchanged into new superiority debt (revolver, term loans and secured notes) with longer-dated maturities at Lumen Technologies; (ii) A two-tranche, nearly $1 billion super-priority revolver was put in place at Lumen Technologies, replacing the existing $2.2 billion one; (iii) Approximately $3.7 billion of senior secured debt at Level 3 Financing, Inc. was exchanged into new first lien debt with longer dated maturities; (iv) Level 3 Financing raised $1.325 billion of new money financing first lien senior secured 11% notes; (v) $2.2 billion of senior unsecured notes were exchanged into second lien secured notes; and (vi) $215 million of unsecured term loans issued by Qwest Corporation were repaid. The TSA also included numerous coupon changes, tightening of certain covenants and various other changes. The large and highly complex leveraged finance transaction provides the company some future flexibility by extending some maturities while also adding a new $1.325 billion of incremental financing in the form of new privately place senior notes at Level 3. However, the refinancing does not solve the long-term issue of a potentially unstainable capital structure combined with fundamental operating pressures. Fundamentals Remain Pressured: Fitch believes Lumen could experience pro forma EBITDA pressures at least into 2025. Management announced on its recent earnings calls in 2H23 a new cost savings plan implemented to reduce its cost base by $300 million per year, or roughly 3% of its cost base. Fitch believes cost take-outs could help the company's operating profile but believes more may be needed in the coming years given continued revenue pressures. Organic revenue declined by roughly 6% YoY in 2023 while EBITDA declined nearly 10%. Leverage Expectations: Fitch estimates EBITDA leverage, or debt/EBITDA, could be in the mid- to high-4.0x range in the next few years if the company continues to experience fundamental pressures. Proceeds from the EMEA transaction and other recent cash inflows (CDN contract sale, tax refund) could help and support some debt reduction. However, the company will ultimately need to stabilize and grow its core EBITDA. There is a fair degree of execution risk around the new management team's plans to return the business to growth. Improved Maturity Profile: Fitch believes the company removed a material refinancing risk by extending its maturities, with now only $1.4 billion maturing through 2027. Prior to the transaction, the company had a meaningful $9.5 billion of debt maturing in 2027 alone. However, the company still has a fairly sizeable maturity wall of $7.6 billion in 2029 and $6.2 billion in 2030. Fitch believes if the company's operating profile fails to strengthen over time, its available refinancing options will diminish. Fitch also believes proceeds from the sale of its EMEA assets and cash tax refunds in late 2023/early 2024 could still be used to further reduce debt. Market Position: Lumen operates in an industry where scale is a key factor and the company is a top-three competitor in the business services market. AT&T Inc. (BBB+/Stable) is the largest company in this segment. Lumen's revenue base is similar in size to the comparable operations of Verizon Communications Inc. (A-/Stable). The company's network capabilities provide it with a solid base to grow enterprise segment revenue. Fitch believes the company has a strong metropolitan network that enables it to compete effectively in business services, as well as a broad product and service portfolio that emphasizes IP-based infrastructure and managed services. Divestitures Impact: Fitch views cash proceeds from the EMEA business sale closed on Nov. 1, 2023 as a credit positive, as it provides Lumen with incremental capital to address its large debt balance. The EMEA transaction follows other asset sales executed in 2H 2022. Lumen sold its Latin American and certain U.S. ILEC properties in 2022, with a total value of approximately $10.2 billion, including $1.4 billion of Embarq debt assumed by the purchaser of the ILEC properties. The sales contributed to a $9.9 billion reduction in estimated net debt, after accounting for the $1.04 billion tax payment in 2023, while EBITDA sold off was more than $1.8 billion annually by Fitch's estimate. Secular Challenges Facing Telecoms: Fitch believes Lumen faces secular challenges similar to other wireline operators. The company seeks to more aggressively address these challenges through increased investment in its enterprise business in particular. Lumen faces execution risk with regard to this strategy, but Fitch believes the investments have the potential to stabilize and eventually grow revenues. The ratings reflect continued secular challenges and the effect on the company's revenue profile posed by migration to newer products and services from legacy offerings. Increased investments in the near-term under growth and optimization programs, and, to some extent, inflationary factors will affect expected results. These factors are partly offset by the potential for improved longer-term competitive positioning and a focus on the enterprise business, although execution risk remains high. Parent-Subsidiary Relationship: Following the completion of the TSA transaction, Fitch equalizes the IDRs of Lumen and Level 3 Parent (the guarantor of its subsidiary Level 3 Financing's debt), as well as Qwest Corporation and guarantor Qwest subsidiaries, based on a stronger subsidiary/weaker parent approach, based on open legal ring-fencing and open access and control. DERIVATION SUMMARY Lumen has a relatively solid competitive position based on the scale and size of its wireline operations in the enterprise/business services market. In this market, Lumen has a moderately smaller revenue position than AT&T Inc. and is similar in size to Verizon. All three companies have an advantage with national or multinational companies, given extensive footprints in the U.S. and abroad. Lumen has a larger enterprise business that notably differentiates it from other wireline operators, such as Windstream Services, LLC (B/Stable) and Frontier Communications Parent, Inc. (B+/Negative). AT&T and Verizon maintain lower financial leverage, generate higher EBITDA and FCF, and have wireless offerings providing more service diversification compared with Lumen. FCF improved at Lumen due to the dividend reduction and cost synergies, but Fitch projects FCF will remain negative in the near term. Lumen has lower exposure to the residential market than wireline operators Frontier and Windstream. The residential market held up relatively well during the coronavirus pandemic, but continues to face secular challenges. Incumbent wireline operators face competition for residential broadband customers from cable operators. Lumen and other wireline operators are investing more aggressively in fiber in response to these threats. KEY ASSUMPTIONS - Organic revenue declines in the low- to mid-single digits over the ratings horizon, gradually improving in the future; - EBITDA margins are expected to improve in the next few years, helped by cost saving initiatives but remain in the low 30% range over the ratings horizon; - Capex down modestly in 2024, in line with management guidance, but remains in the high-$2.0 billion range annually through 2027; - Incremental borrowings in the out-years of Fitch's ratings forecast given continued revenue pressures, restructuring costs, higher interest expense and negative FCFs. - Fitch has not assumed any incremental M&A and/or divestitures in the future; however management has indicated it could look at further asset sales as it seeks to stabilize its operating profile. RECOVERY ANALYSIS For entities rated 'B+' and below, where default is closer and recovery prospects are more meaningful to investors, Fitch undertakes a tailored, or bespoke, analysis of recovery upon default for each issuance. The resulting debt instrument rating includes a Recovery Rating or published 'RR' (graded from 'RR1' to 'RR6'), and is notched from the IDR accordingly. In this analysis, there are three steps: (i) estimating the distressed enterprise value (EV); (ii) estimating creditor claims; and (iii) distribution of value. Fitch assumed Lumen would emerge from a default scenario under the going concern approach versus liquidation. Fitch has run three separate recoveries for the three borrower entities: (i) Level 3 Financing, Inc.; and (ii) Qwest Corporation, and (iii) Lumen Technologies, Inc. In estimating a distressed EV for the three issuers in Lumen's capital structure, Fitch assumes that continued secular challenges cause pricing pressure in the company's Enterprise business, and there is a slower than anticipated uptake in growth products. These forces cause revenue and earnings to decline, prompting a restructuring. Key assumptions used in each recovery analysis are as follows: Level 3 Financing, Inc.: - Going Concern (GC) EBITDA - Fitch assumes a GC EBITDA of approximately $1.3 billion, which is roughly 20% below Fitch's estimated 2024 EBITDA. This assumes continued revenue pressures and EBITDA margins trend lower toward the high-20% range versus consolidated margins in the low-30% range currently. Reduced EBITDA of this magnitude in a bankruptcy scenario could imply intense competition and/or pricing pressures. - EV Multiple - Fitch assumes a 5.5x multiple, which is in-line with Fitch's recovery assumption for Fitch-rated peer Frontier Communications. This multiple is further validated based upon sector trading multiples (current and historic), industry M&A, and precedent bankruptcy recoveries in the TMT sectors historically. Qwest Corporation: - Going Concern EBITDA - Fitch assumes a GC EBITDA of approximately $1.8 billion, which is roughly 25% below Fitch's estimated 2024 EBITDA. This assumes continued revenue pressures and EBITDA margins trend lower toward the high-30% range versus an estimated mid-40% currently including corporate costs. Reduced EBITDA of this magnitude in a bankruptcy scenario could imply intense competition and/or pricing pressures. - EV Multiple - Fitch assumes a 5.0x multiple, which is lower than Level 3 (more fiber exposure) and Fitch-rated peer Frontier Communications (also more fiber) and reflects secular pressures in the local part of its business. This multiple is further validated based upon sector trading multiples (current and historic), industry M&A, and precedent bankruptcy recoveries in the TMT sectors historically. Lumen Technologies Inc.: Given a guarantee in place to Lumen Technologies Inc. for its super-priority debt, Fitch assumed Lumen Tech's super-priority debt put in place with the 2024 TSA agreement would take priority in a bankruptcy scenario. Once the super-priority debt is repaid, Fitch then assumed Qwest Corp's senior unsecured notes would take next priority, with residual value flowing back up to Lumen Tech. Fitch calculates all of Lumen's super-priority debt, Qwest Corp's senior unsecured notes, remaining first lien term loans not repaid as part of the TSA transaction and Qwest Capital Funding unsecured notes (which Fitch believes are structurally senior to Lumen Tech's unsecured notes) would fully recover at a RR1/100% recovery. Residual value would then be allocated to Lumen Tech's unsecured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Fitch could reassess the rating if Lumen exhibits improved fundamentals including sustained revenue and EBITDA growth and/or positive FCF; - Capital structure changes that Fitch views as positive to the overall credit profile. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A weakening of Lumen's operating results, including the deteriorating margins and consistent mid-single digit or greater revenue erosion; - Increased liquidity pressures and/or difficulties refinancing parts of its capital structure. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Lumen's cash and cash equivalents totalled $2.2 billion as of December 2023, benefiting from recent asset sales and tax refunds. Pro forma for the TSA transactions, the company will also have access to a nearly $1 billion senior secured revolver that provides an additional source for liquidity in the future. However, Fitch projects the company could realize negative FCF over the ratings horizon as it works to stabilize its EBITDA declines, incurs restructuring-related expenses and incurs incremental interest expense from the debt transactions. Debt Profile: Total debt pro forma for the TSA transaction was more than $19 billion, which is before finance leases, unamortized discounts, debt issuance costs and other adjustments. Its debt includes term loans, secured notes and unsecured notes across predominantly three borrower entities. The TSA transaction extended the company's material 2027 maturity wall and spread it a bit more, but a meaningful portion of maturities (roughly two thirds or more of outstanding debt) will still be due in the 2029-2030 timeframe. Lumen's new super-priority debt benefits from secured guarantees by Qwest Communications International Inc., Qwest Services Corporation, CenturyTel Holdings, Inc., Wildcat Holdco LLC, and certain other subsidiaries. Qwest Corporation and Qwest Capital Funding provide unsecured guarantees to Lumen's new superpriority debt. A portion of Lumen's revolving facility also benefits from guarantees from the Level 3 subsidiaries, which goes away to some extent once Qwest Corp. has moved certain of its assets into other subsidiaries. There was also a $1.2 billion intercompany loan put in place with the TSA transaction, as cash proceeds from new money first lien notes were transferred to Lumen Technologies. This intercompany loan ranks pari passu with the second-out superpriority revolver, superpriority term loans and 4.125% superpriority notes. Following the TSA transaction, the Lumen super-priority secured debt limits total net leverage to no more than 5.75x and require interest coverage to be no less than 2.0x. ISSUER PROFILE Lumen Technologies, Inc. is one of the largest wireline providers in the U.S. with a strong presence in the enterprise market, including multinational corporations, large enterprises, small and medium-sized businesses, governments and other carriers on a wholesale basis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Level 3 Parent, LLC LT IDR RD Downgrade CCC- LT IDR CCC+ Upgrade RD Level 3 Financing, Inc. LT IDR RD Downgrade CCC- LT IDR CCC+ Upgrade RD senior secured LT B+ New Rating RR1 senior unsecured LT CCC- Downgrade RR6 CCC+ senior secured LT B+ Upgrade RR1 CCC senior secured LT CCC Downgrade RR1 B- Senior Secured 2nd Lien LT CCC New Rating RR5 senior unsecured LT CCC Downgrade RR1 B- senior unsecured LT CCC- Downgrade RR6 CCC Qwest Communications International Inc. LT IDR CCC+ Affirmed CCC+ Qwest Capital Funding, Inc. senior unsecured LT CCC Downgrade RR1 B- senior unsecured LT B+ Upgrade RR1 CCC Lumen Technologies, Inc. LT IDR RD Downgrade CCC- LT IDR CCC+ Upgrade RD senior unsecured LT C Downgrade RR4 CCC- senior unsecured LT CCC Upgrade RR5 C senior secured LT CCC Downgrade RR1 B- senior secured LT B+ Upgrade RR1 CCC super senior LT B+ New Rating RR1 senior unsecured LT CCC Downgrade RR5 B- Qwest Services Corporation LT IDR CCC+ Affirmed CCC+ Qwest Corporation LT IDR CCC+ Affirmed CCC+ senior unsecured LT B+ Affirmed RR1 B+ LUMEN TECHNOLOGIES: To Concentrate on Business Stabilization ------------------------------------------------------------ Nina Trentmann of Bloomberg Law reports that Lumen Technologies Inc. plans to focus on stabilizing its business after finalizing a restructuring deal with creditors that slashes its debt, its finance chief said. The agreement reduces the telecommunications firm's debt due in 2025 and 2026 by around $1.5 billion, and cuts its obligations due in 2027 by over $8.5 billion. The company received a new $1 billion revolving credit facility as well as $1.325 billion in new senior secured notes due in 2029 as part of the deal. About Lumen Technologies Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is an international facilities-based technology and communications company focused on providing its business and mass markets customers with a broad array of integrated products and services necessary to fully participate in its ever-evolving digital world. The Company's platform empowers its customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access and reduce costs -- allowing customers to rapidly evolve their IT programs to address dynamic changes. * * * As reported by the TCR on March 26, 2024, S&P Global ratings lowered its issuer credit rating (ICR) on U.S.-based telecommunications service provider Lumen Technologies Inc. to 'SD' from 'CC'. S&P also lowered the issue-level ratings on the affected issues to 'D'. The 'B' issue-level rating on operating subsidiary Qwest Corp.'s senior unsecured debt and the 'B-' issue-level rating on Qwest Capital Funding Inc.'s senior unsecured debt remain on CreditWatch, where S&P placed them with negative implications on Jan. 30, 2024. S&P said, "The downgrade follows the completion of the debt restructuring, which we view as tantamount to default. The company exchanged a portion of the outstanding senior secured and unsecured debt at Lumen and wholly owned subsidiary Level 3 Financing Inc. for new debt with a senior ranking, higher coupons, fees, and tighter covenants. In addition, the company paid down a portion of this debt at par from the issuance of $1.325 billion of new secured debt at Level 3 and around $1.8 billion of gross proceeds from the sale of its Europe, Middle East, and Africa (EMEA) operations. Even though this debt was exchanged at par, we do not view the difference in terms as sufficient to offset the extension of maturities to 2029 and 2030." S&P views the following exchanges as distressed and therefore, lowered the ratings to 'D', given its view that investors are not receiving adequate offsetting compensation and that the company would ultimately default absent the transaction. Fitch Ratings said March 28, 2024, it has downgraded Lumen Technologies, Inc.'s and subsidiaries, Level 3 Parent, LLC's and Level 3 Financing, Inc.'s, Long-Term Issuer Default Ratings (IDR) to 'RD' from 'CCC-'. Fitch has also downgraded the issue-level ratings assigned to Lumen and Level 3 Financing, Inc., as well as issue-level ratings at Qwest Capital Funding, Inc. In addition, Fitch has removed the Rating Watch Negative on all ratings, and has affirmed the Long-Term IDRs for Qwest Corporation, Qwest Communications International Inc., and Qwest Services Corp. at 'CCC+'. Fitch has subsequently upgraded the ratings of Lumen Technologies and its key borrower subsidiaries to reflect the new capital structure post its transaction support agreement (TSA) transaction closed on March 22, 2024. Fitch has rated Lumen and various subsidiaries 'CCC+'. The rating actions reflect Fitch's view that the completed TSA involving a comprehensive debt restructuring resulted in a distressed debt exchange (DDE) for the Lumen and Level 3 entities. The transaction completed pursuant to the TSA was one of the largest private debt restructurings completed in the U.S. to date and encompassed participation from more than $15 billion of outstanding debt. Fitch said the new 'CCC+' IDR ratings reflect an improved debt maturity profile, offset by execution risks related to the company's ability to strengthen its operating profile. Fitch believes the combination of the large debt balance with weak operating results calls into question the long-term sustainability of the company's capital structure, even with extended maturities. MAGENTA BUYER: BlackRock DLC Marks $3MM Loan at 60% Off ------------------------------------------------------- BlackRock Direct Lending Corp has marked its $3,000,000 loan extended to Magenta Buyer, LLC (McAfee) to market at $1,200,000 or 40% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock DLC's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock DLC is a participant in a First Lien Term Loan to Magenta Buyer, LLC (McAfee). The loan accrues interest at a rate of 13.89% (SOFR (Q) + 8.51%, 0.75% Floor) per annum. The loan matures on July 27, 2029. BlackRock Direct Lending Corp. is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020. Magenta Buyer LLC is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MAGENTA BUYER: BlackRock DLC Marks $591,275 Loan at 23% Off ----------------------------------------------------------- BlackRock Direct Lending Corp has marked its $591,275 loan extended to Magenta Buyer, LLC (McAfee) to market at $458,238 or 77% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock DLC's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock DLC is a participant in a First Lien Incremental Term Loan to Magenta Buyer, LLC (McAfee). The loan accrues interest at a rate of 12% (Fixed 12%) per annum. The loan matures on July 27, 2028. BlackRock Direct Lending Corp. is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020. Magenta Buyer LLC is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MAGENTA BUYER: BlackRock PCF Marks $2.4MM Loan at 28% Off --------------------------------------------------------- BlackRock Private Credit Fund has marked its $2,462,312 loan extended to Magenta Buyer, LLC (McAfee) to market at $1,762,092 or 72% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock PCF's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock PCF is a participant in a First Lien Term Loan to Magenta Buyer, LLC (McAfee). The loan accrues interest at a rate of 10.64% (SOFR (Q) + 5.26%, .75% Floor) per annum. The loan matures on July 27, 2028. BlackRock Private Credit Fund is a Delaware statutory trust formed on December 23, 2021. BlackRock PCF is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. BlackRock PCF is externally managed by BlackRock Capital Investment Advisors, LLC. BlackRock Advisors, LLC serves as the sub-adviser. The Advisers are subsidiaries of BlackRock, Inc. BlackRock Financial Management, Inc. serves as the administrator, and is affiliated with the Advisers. Magenta Buyer LLC is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MAGENTA BUYER: BlackRock PCF Marks $841,504 Loan at 22% Off ----------------------------------------------------------- BlackRock Private Credit Fund has marked its $841,504 loan extended to Magenta Buyer, LLC (McAfee) to market at $652,166 or 78% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock PCF's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock PCF is a participant in a First Lien Incremental Term Loan to Magenta Buyer, LLC (McAfee). The loan accrues interest at a rate of 12% (Fixed 12% floor) per annum. The loan matures on July 27, 2028. BlackRock Private Credit Fund is a Delaware statutory trust formed on December 23, 2021. BlackRock PCF is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. BlackRock PCF is externally managed by BlackRock Capital Investment Advisors, LLC. BlackRock Advisors, LLC serves as the sub-adviser. The Advisers are subsidiaries of BlackRock, Inc. BlackRock Financial Management, Inc. serves as the administrator, and is affiliated with the Advisers. Magenta Buyer LLC is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MAGENTA BUYER: Hire Evercore Partners for Advice ------------------------------------------------ Reshmi Basu of Bloomberg News reports that Symphony Technology Group-backed Magenta Buyer LLC is getting debt advice from Evercore Partners, according to people with knowledge of the situation. A group of lenders holding a majority of the company's existing first-lien loan is getting legal advice from Akin Gump Strauss Hauer & Feld, said the people, who asked not to be identified discussing a private matter. About Magenta Buyer Magenta Buyer LLC is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MAGENTA BUYER: Lenders Hire Centerview Partners as Adviser ---------------------------------------------------------- Reshmi Basu of Bloomberg News reports that lenders to cybersecurity-software firm Magenta Buyer have selected Centerview Partners as a financial adviser, according to people with knowledge of the situation. The group recently signed a cooperation agreement that binds the lenders together ahead of potential debt talks, said the people, who asked not to be identified discussing a private matter. Bloomberg News reported last week the consortium is getting legal advice from Akin Gump Strauss Hauer & Feld and lender Elliott Investment has its own financial adviser. For its part, Magenta is getting debt advice from Evercore Partners. About Magenta Buyer Magenta Buyer LLC is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MARY'S WOODS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed Mary's Woods at Marylhurst, OR's (MWM) Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed the 'BB' ratings on the series 2018A revenue bonds issued by the Hospital Facility Authority of Clackamas County, OR, and the series 2017A revenue bonds issued by the Public Finance Authority on behalf of MWM. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Mary's Woods at Marylhurst (OR) LT IDR BB Affirmed BB Mary's Woods at Marylhurst (OR) /General Revenues/1 LT LT BB Affirmed BB The 'BB' rating reflects the expected resilience of MWM's financial profile through Fitch's forward-looking scenario analysis, despite MWM's comparatively thin leverage and capital-related metrics resulting from debt issuances in both 2017 and 2018. The rating is supported by MWM's strong revenue defensibility, highlighted by solid independent living unit (ILU) occupancy rates and a sound overall operating risk profile assessment. While MWM continues to face operational pressures largely related to labor costs, Fitch expects with the stabilization of the ILU expansion project (The Village) and non-ILU occupancy, cash flow generation should improve, contributing to support gradual improvement in leverage metrics over the next several years. SECURITY The bonds are secured by a pledge of obligated group gross revenues, a mortgage lien on certain property and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'a' Strong Demand Indicators Bolstered by Quality Service Area MWM's strong revenue defensibility reflects its single site nature in a solid primary market area (PMA) coupled with the organization's strong historical occupancy levels. MWM's PMA benefits from median household income levels that are well above state and national averages. Over the last five years, ILU occupancy has averaged 94%, assisted living unit (ALU) has averaged 73% and memory care (MC) has averaged 81%. As of Dec. 31, 2023, ILU occupancy was 93.1%. In recent years non-ILU occupancy has lagged, affected by the coronavirus pandemic disrupting the fill-up of the recent project's ALUs, and ongoing macroeconomic labor challenges. However, management reports that occupancy improved in FY23 compared to FY22 across service lines, specifically non-ILUs. Given the robust demand for ILUs, long term, Fitch believes ALU and MC occupancy rates should continue to rebound and stabilize. MWM's weighted average entrance fees (WAEFs) are approximately $509 thousand, which is affordable relative to the typical home price in Clackamas County. Additionally, management reports that average resident net worth is well above its entrance fees and as a result, entrance fees remain affordable. MWM has regular entrance fee and monthly service fee increases and a solid waitlist of approximately 570 potential residents, which further supports the strong revenue defensibility assessment. Operating Risk - 'bbb' Near-Term Operating Pressures; Long-Term Metrics Should Improve MWM offers Type B contracts, with the majority of residents on 80% refundable contracts, and the remaining residents in either 50% refundable or no-refundable contracts. MWM's midrange operating risk assessment reflects its very healthy average age of plant given the completion of their recent expansion project, offset somewhat by historically weaker operating metrics that improved in fiscal 2023 compared to fiscal 2022. The operating ratio, net operating margin (NOM) and NOM-adjusted have averaged 111.2%, 2.6% and 16.8% over the last five years, which Fitch believes is adequate for the current rating. In recent years, operating metrics have been disrupted by the pandemic; MWM experienced slower turnover in existing ILUs and elevated cost pressure specifically related to labor. Management reports that elevated labor costs continued in FY23 and FY24 YTD, however the use of agency labor is gradually declining. In FY23, the operating ratio, NOM and NOM-adjusted were 111.7%, 1.3% and 21%, respectively. Fitch anticipates moderate capital spending going forward following a recent period of high capex related to The Village expansion project which added additional ILU and AL units. Over the past five years, capex to depreciation has averaged about 362%. As a result of the robust capex, MWM's average age of plant measured a healthy 7.9 years at FYE 2023. MWM's capital-related metrics remain modest due to significant debt issued to fund the expansion project. In fiscal 2023, revenue-only maximum annual debt service (MADS) coverage was 0.2x and MADS-to-revenue was an elevated 19.9%. History of debt-to-net available cash flow was 23.2x over the past five years. While MWM remains leveraged, Fitch expects the stabilization of the expansion should result in moderately improved capital-related ratios over time. Financial Profile - 'bb' High Debt Load Results in Thin Leverage Metrics In the context of MWM's strong revenue defensibility and midrange operating risk assessments, Fitch expects that MWM will maintain a financial profile that is largely consistent with the 'bb' assessment through Fitch's forward-looking scenario analysis. MWM had unrestricted cash and investments of approximately $45.8 million at FYE 2023. Days cash on hand remained sound at 380 days at FYE 2023. Cash-to-adjusted debt, however, remains compressed, measuring just 23.5% at FYE 2023, inclusive of operating leases. Total debt is about $195 million. The lease debt is related to MWM's ground lease as the campus is situated on land owned by the Sisters of the Holy Names of Jesus and Mary (the Sisters) and MWM leases the land under a ground lease from the Sisters. The lease obligation represents the funding level for a hypothetical purchase of the leased asset and is included in Fitch's core leverage metrics. Fitch's forward-looking scenario analysis shows MWM's balance sheet remaining leveraged, although capital-related ratios should stabilize and improve over time. Even in a stress case scenario, ratios remain consistent with Fitch's 'BB' category. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration in unrestricted liquidity leading to weaker capital-related metrics, particularly if cash-to-adjusted debt were sustained below 15%; - Failure to meet future covenant requirements. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improvement and stabilization in operating metrics; - Significant improvement in leverage position with cash-to-adjusted debt sustained at 40% or higher. PROFILE MWM is a Type B life plan community (LPC) that opened in 2001 in Lake Oswego in Oregon's Willamette Valley, on land owned by the Sisters of the Holy Names of Jesus and Mary. Mary's Woods operates a LPC consisting of 478 ILUs, 124 ALUs and 23 MC units, which includes new units from the recent expansion. In 2019, management transitioned the remaining five skilled nursing beds into ALUs and no longer has skilled nursing facility (SNF) exposure. Total operating revenues measured approximately $44 million in audited fiscal 2023 (June YE). Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. MASSAGE BY DENISE: Gary Murphey Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 21 appointed Gary Murphey as Subchapter V trustee for Massage by Denise Leslie, Inc. Mr. Murphey will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Murphey declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gary Murphey 3330 Cumberland Blvd., Suite 500 Atlanta, GA 30330 Tel: 770-933-6855 Email: Murphey@RFSLimited.com About Massage by Denise Leslie Massage by Denise Leslie, Inc. specializes in a wide range of massage techniques, including Graston, Cryotherapy, sports massage, deep tissue, and medical massage. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-53178) on March 28, 2024, with $5,807 in assets and $1,261,932 in liabilities. Denise Leslie, chief executive officer, signed the petition. Judge Jeffery W. Cavender presides over the case. Michael D. Robl, Esq., at Robl Law Group, LLC represents the Debtor as bankruptcy counsel. MATHESON FLIGHT: Seeks to Hire Ask LLP as Special Counsel --------------------------------------------------------- Matheson Flight Extenders, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Ask LLP as special counsel. The Debtor needs the firm's legal assistance in connection to pursue avoidance actions under chapter 5 of title 11 of the United States Code (the "Avoidance Actions") that may arise from time to time during the pendency of the Debtors' cases. The firm will be paid as follows: a. Pre-Suit. The firm shall earn legal fees on a contingency basis of 27.5 percent of the cash value of any recoveries and the cash equivalent value of any claim waiver obtained from a potential defendant of an Avoidance Action after the firm issues a demand letter but prior to initiating an Avoidance Action proceeding against such defendant. b. Post Suit. The firm shall earn legal fees on a contingency basis of 30 percent of the cash value of any recoveries and the cash equivalent value of any claim waiver obtained in connection with the settlement of any Avoidance Action after the firm initiates such Avoidance Action proceeding but prior to the earlier of (a) obtaining a judgment against such defendant or (b) after a final pretrial setting the matter for a date-certain trial is held. c. Post Judgment/Final Pre-Trial. The firm shall earn legal fees on a contingency basis of 35 percent of the cash value of any recoveries and the cash equivalent value of any claim waiver obtained from an Avoidance Action defendant the earlier of the firm obtaining a judgment against such defendant or after a final pretrial is held. Joseph L. Steinfeld, Jr., Esq., a co-managing principal of ASK LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph L. Steinfeld, Jr., Esq. Ask LLP 2600 Eagan Woods Drive, Suite 400 St. Paul, MN 55121 55121 Tel: (651) 406-9665 Fax: (651) 406-9676 About Matheson Flight Extenders, Inc. Matheson Flight Extenders, Inc. and Matheson Postal Services, Inc. provide short and long-haul transportation, logistics and ground handling services. The companies are based in Sacramento, Calif. Matheson Flight Extenders and Matheson Postal Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case Nos. 22-21148 and 22-21149) on May 5, 2022. On July 14, 2022, Matheson Trucking, Inc., an affiliate, filed for Chapter 11 protection (Bankr. E.D. Calif. Case No. 22-21758). The cases are jointly administered under Case No. 22-21148. In the petitions signed by Charles J. Mellor, chief restructuring officer, the Debtors disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Klein oversees the cases. Nuti Hart, LLP and Development Specialists, Inc. serve as the Debtors' bankruptcy counsel and financial advisor, respectively. Donlin, Recano & Company, Inc. is the Debtors' claims, noticing and solicitation agent, and administrative advisor. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the Debtors' cases. The committee is represented by Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP. MCMILLAN-WARNER: A.M. Best Affirms B-(Fair) FS Rating ----------------------------------------------------- AM Best has affirmed the Financial Strength Rating of B- (Fair) and the Long-Term Issuer Credit Rating of "bb-" (Fair) of McMillan-Warner Mutual Insurance Company (MWM) (Marshfield, WI). The outlook of these Credit Ratings (ratings) is negative. Concurrently, AM Best has withdrawn these ratings as the company has requested to no longer participate in AM Best's interactive rating process. The ratings reflect MWM's balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, limited business profile and marginal enterprise risk management. MIDCAP FINCO: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of MidCap FinCo Intermediate Holdings Limited (MidCap) and its debt-issuing subsidiary, MidCap Financial Issuer Trust at 'BB+'. The Rating Outlook is Stable. Concurrently, Fitch has affirmed MidCap Financial Issuer Trust's unsecured debt rating at 'BB'. KEY RATING DRIVERS The affirmation of MidCap's ratings reflects its strong middle market franchise and relationship with Apollo Asset Management, Inc. (Apollo; rated A/Stable), which provides access to deal flow; lower-risk portfolio profile; low portfolio concentrations; minimal exposure to equity investments; relatively strong asset quality and an experienced management team. Rating constraints specific to MidCap include higher leverage compared to commercial lending peers, below-average core earnings metrics, a largely secured funding profile and the potential impact of meaningful portfolio company revolver draws on leverage and liquidity. Fitch views MidCap's affiliation with Apollo as a rating strength, as it provides the company with access to industry knowledge, relationships with sponsors and banks, investment management resources and deal flow. Apollo is an alternative investment manager with $651 billion of assets under management (AUM) as of Dec. 31, 2023, including $480 billion in yield strategies. MidCap has a growing syndication platform given the pockets available to internally syndicate across sidecar vehicles with third party investors and the Apollo platform. Despite modest deterioration in MidCap's credit performance in 2023, Fitch believes the issuer's asset quality metrics remain solid historically. Net charge-offs amounted to 0.66% of average loans in 2023, up from 0.31% in 2022 and above the previous pandemic-high of 0.61% in 2020. At Dec. 31, 2023, approximately 2.0% of MidCap's loan portfolio was on non-accrual status, compared with 1.3% in 2022 and a four-year average (2020-2023) of 1.8%. While Fitch believes anticipated rate cuts in 2H24 will lower the debt service burden of portfolio companies, the continuation of elevated interest rates and the more challenging economic backdrop will remain headwinds to credit performance. Still, MidCap's focus on first lien investments positions it relatively well from a credit perspective. MidCap's core earnings have been below peers, given its focus on lower-yielding senior debt investments. In 2023, pre-tax return on average assets (ROAA), excluding interest expense on profit participating notes, was 3.1%, up from 3.0% in 2022 and 2.2% in 2021, given higher rates on floating rate assets. Fitch believes interest rates have peaked at current levels and future growth to be driven by stronger origination volume, although spread compression and credit headwinds could be potential offsets. Relative to peers, Fitch believes MidCap has a more stable earnings profile, as business development companies (BDCs) need to mark their portfolios to fair market value quarterly and generally have larger equity exposures that contribute to more earnings volatility over time. MidCap's leverage target, as measured by consolidated gross debt to tangible equity (including profit participating notes payable, less goodwill and intangibles), is 3.75x-4.50x. Leverage was 4.7x at YE23, up from 4.3x at YE22 as the company issued additional debt to support origination activity. Fitch expects the issuer's leverage to return to the target range in FY24 driven by increased earnings retention. A sustained increase in leverage beyond the targeted range could result in negative rating action. MidCap's funding is largely secured, although well diversified. At Dec. 31, 2023, the company had numerous credit facilities with aggregate capacity of $6.8 billion, eleven securitizations with $5.6 billion of notes outstanding and $1.7 billion of unsecured notes across three issuances. Unsecured debt represented 14.3% of total debt at YE23, which is below Fitch's 'bb' category funding, liquidity and coverage benchmark range of 20%-75% for finance and leasing companies with a sector risk operating environment score in the 'bbb' category. Fitch does not expect a material change in the company's funding mix over the Outlook horizon. MidCap's liquidity profile is adequate. At YE23, the issuer had $31.0 million of unrestricted cash, $2.6 billion of undrawn capacity on its revolving credit facilities, which is more than sufficient to fund peak draws on revolvers. The credit facilities have maturities ranging from 2024 to 2035, and Fitch expects them to be renewed and extended, as necessary. The next term debt maturity is in 2027, when $300 million of unsecured debt is due. MidCap has historically distributed the majority of its earnings to shareholders, but the firm offers shareholders the opportunity to reinvest dividends back into the company, which Fitch views as a credit positive as it will help fund portfolio growth. MidCap's payout ratio was 93% in 2023, compared to 80% in 2022. The Stable Outlook reflects Fitch's expectation that MidCap will retain underwriting discipline, demonstrate relatively sound credit performance, reduce leverage to the targeted range and maintain sufficient funding diversity and liquidity to navigate the current economic environment. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A sustained increase in leverage above 4.5x, a sustained reduction in unsecured debt below 10%, material deterioration in asset quality, an inability to maintain sufficient liquidity to fund interest expenses and revolver draws, a change in the perceived risk profile of the portfolio, material operational or risk management failures, and/or damage to the firm's franchise that negatively affects its access to deal flow and industry relationships could drive negative rating action. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A sustained reduction in leverage to below 3.0x, improved funding flexibility, including unsecured debt approaching 35% of total debt, and strong and differentiated credit performance of recent vintages could drive positive rating action. Any ratings upgrade would be contingent on the maintenance of consistent operating performance, a continued focus on first lien investments and a sufficient liquidity profile. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The unsecured debt rating is one notch below the IDR given the high balance sheet encumbrance and the largely secured funding profile, which indicates weaker recovery prospects under a stress scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The unsecured debt rating is expected to move in tandem with the Long-Term IDR. However, an increase in the proportion of unsecured funding, approaching 25%, assuming no change to the firm's leverage target, and/or the creation of a sufficient unencumbered asset pool, which alters Fitch's view of the recovery prospects for the debt class, could result in the unsecured debt rating being equalized with the IDR. SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES MidCap Financial Issuer Trust's Long-Term IDR is expected to move in tandem with the Long-Term IDR of the parent. ADJUSTMENTS The Standalone Credit Profile (SCP) has been assigned in-line with the implied SCP. The Funding, Liquidity and Coverage score has been assigned below the implied score due to the following adjustment reason(s): Funding flexibility (negative) and Historical and future metrics (negative). ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- MidCap FinCo Intermediate Holdings Limited LT IDR BB+ Affirmed BB+ MidCap Financial Issuer Trust LT IDR BB+ Affirmed BB+ senior unsecured LT BB Affirmed BB MILLENKAMP CATTLE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: Millenkamp Cattle, Inc. 471 N 300 Rd W Jerome, ID 83338 Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court District of Idaho Ten affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Millenkamp Cattle, Inc. 24-40158 Idaho Jersey Girls LLC 24-40159 East Valley Cattle, LLC 24-40160 Millenkamp Properties, L.L.C. 24-40161 Millenkamp Properties II LLC 24-40162 Millenkamp Family LLC 24-40163 Goose Ranch LLC 24-40164 Idaho Jersey Girls Jerome Dairy LLC 24-40165 Black Pine Cattle LLC 24-40166 Millenkamp Enterprises LLC 24-40167 Judge: Hon. Noah G. Hillen Debtors' Counsel: Matthew T. Christensen, Esq. JOHNSON MAY 199 N. Capitol Blvd Ste 200 Boise, ID 83702 Tel: 208-384-8588 Email: mtc@johnsonmaylaw.com Debtors' Financial Advisor: Ken Nofziger KANDER LLC Millenkamp Cattle's Estimated Assets: $10 million to $50 million Millenkamp Cattle's Estimated Liabilities: $500 million to $1 billion Idaho Jersey Girls' Estimated Assets: $500 million to $1 billion Idaho Jersey Girls' Estimated Liabilities: $100 million to $500 million The petitions were signed by William J. Millenkamp as president. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/53HZ2ZI/Millenkamp_Cattle_Inc__idbke-24-40158__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/YM4ENEY/Idaho_Jersey_Girls_Jerome_Dairy__idbke-24-40165__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/YBWINPA/Goose_Ranch_LLCGoose_Ranch__idbke-24-40164__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/YVGKEVI/Millenkamp_Enterprises_LLC__idbke-24-40167__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/YI2VNXA/Black_Pine_Cattle_LLC__idbke-24-40166__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/YGXYQ7Q/Millenkamp_Family_LLC__idbke-24-40163__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CX4EC3A/Millenkamp_Properties_II_LLC__idbke-24-40162__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CL3DZWI/Millenkamp_Properties_LLC__idbke-24-40161__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CNLG3EA/East_Valley_Cattle_LLC__idbke-24-40160__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CCUIEKA/Idaho_Jersey_Girls_LLC__idbke-24-40159__0001.0.pdf?mcid=tGE4TAMA List of Millenkamp Cattle's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. BUNGE Canada Trade Debt $1,145,983 2765 Solution Center Chicago, IL 60677 2. Cargill Meat Trade Debt $600,702 Solutions Corp 5252 Treasure Valley Way Nampa, ID 83687 3. Clear Lakes Products Trade Debt $560,365 PO Box 246 Buhl, ID 83316 4. Eagle View Farms Trade Debt $559,656 970 E 3700 N Castleford, ID 83321 5. East Valley Trade Debt $2,156,089 Development, LLC Attn: General Counsel 4675 MacArthur Ct., Ste. 800 Newport Beach, CA 92660 6. Ed & Matt Chojnacky Trade Debt $706,083 298 N. 100 W Jerome, ID 83338 7. Grant & Hagan, Inc. Trade Debt $604,551 PO Box 326 Hazelton, ID 83335 8. Hollifield Ranches, Inc. Trade Debt $2,044,794 22866 Hwy 30 Hansen, ID 83334 9. J.D. Heiskell & Co. Trade Debt $598,407 139 River Vista Place Ste 102 Twin Falls, ID 83301 10. Jack Verbree Dairies Trade Debt $854,345 1574 E 2900 S Wendell, ID 83355 11. Landview Inc - Livestock Trade Debt $5,541,024 PO Box 475 Rupert, ID 83350 12. Metropolitan Life Ins. Co. $30,473,929 10801 Mastin Blvd, Ste. 930 Overland Park, KS 66210 13. Metropolitan Tower Life Ins. $30,473,929 205 East River Park Circle Suite 430 Fresno, CA 93720 14. MWI Veterinary Trade Debt $2,309,920 3041 W Pasadena Dr Boise, ID 83705 15. Prime Ridge Beef, LLC Trade Debt $1,180,715 8143 W Broadway St. Idaho Falls, ID 83402 16. Receptor Food Group Trade Debt $867,772 PO Box 475 Rupert, ID 83350 17. Rocky Mountain Trade Debt $694,888 Agronomics 1912 W Main Burley, ID 83318 18. Triple C Farms, L.L.C. Trade Debt $1,000,195 474 S. 500 W Jerome, ID 83338 19. True West Beef Trade Debt $580,740 6026 US-93 Jerome, ID 83338 20. Viterra Grain LLC Trade Debt $1,128,769 1111 Bedke Blvd Burley, ID 83318 List of Idaho Jersey Girls' Five Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Ag Funding SC II LLC $0 5465 Mills Civic Pkwy, Suite 201 West Des Moines, IA 50266 2. MetLife Real Estate Lending $0 10801 Mastin Blvd., Ste. 930 Overland Park, KS 66210 3. Metropolitan Life Ins. Co. $0 10801 Mastin Blvd, Ste. 930 Overland Park, KS 66210 4. Metropolitan Tower Life Ins. $0 205 East River Park Circle, Suite 430 Fresno, CA 93720 5. Rabo Agrifinance, Inc. $0 12443 Olive Blvd., Suite 5 Saint Louis, MO 63141 MV REALTY: AGs Back UST Bid for Case Conversion or Dismissal ------------------------------------------------------------ The U.S. trustee in the Chapter 11 bankruptcy of MV Realty argued on Tuesday, March 12, 2024, that a Florida federal judge should dismiss or convert the case, alleging that the real estate company is simply using the action to stall state prosecutors and rack up fees against homeowners instead of reorganizing. The Attorneys General of the states of Arizona, Colorado, Connecticut, Florida, Georgia, Kentucky, Maryland, Massachusetts, Minnesota, New Jersey, North Carolina, Ohio and Pennsylvania said March 29, 2024, that they support the United States Trustee's Motion to Dismiss or Convert. The AGs note that as stated in the U.S. Trustee's Motion, the continued diminution of the estate and absence of reasonable likelihood for rehabilitation are cause for dismissal or conversion. About MV Realty PBC MV Realty PBC, LLC, is a real estate brokerage firm based in Boca Raton, Fla. MV Realty and its affiliates filed Chapter 11 petitions (Bankr. S.D. Fla. Lead Case No. 23-17590) on Sept. 22, 2023. In the petitions signed by Antony Mitchell, authorized party, MV Realty disclosed $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Erik P. Kimball oversees the cases. The Debtors tapped Seese, PA as bankruptcy counsel; Young Moore and Henderson, PA as local counsel; and Carpenter Lipps LLP and Frascona Joiner Goodman and Greenstein PC as special litigation counsel. NASHVILLE SENIOR: Plan Exclusivity Period Extended to April 15 -------------------------------------------------------------- Judge Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennessee extended Nashville Senior Care, LLC and affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to April 15 and May 17, 2024, respectively. As shared by Troubled Company Reporter, the Debtors and Nexus have recently reached a settlement in principle of their disputes, which will be subject to Court approval after the commencement of an adversary proceeding. The Debtors anticipate that the Sale will move forward with Cascasis and close sometime in the next couple of months. The Debtors explain that given the proposed resolution with Nexus and issues relating to closing the Sale, the Debtors require additional time to work with their primary creditor constituencies on finalizing a plan and formalizing the process outlined in the Plan/Disclosure Statement Motion. The Debtors claim that they have been cooperative with parties in interest and have kept major constituencies in the case informed about the Debtors' restructuring efforts. The Debtors have also informed both the Committee and the Indenture Trustee of this proposed additional extension of the Exclusivity Period and the Solicitation Period. Counsel to the Debtors: Shawn M. Riley, Esq. Scott N. Opincar, Esq. Michael J. Kaczka, Esq. Maria G. Carr, Esq. MCDONALD HOPKINS LLC 600 Superior Avenue, E., Suite 2100 Cleveland, Ohio 44114 Tel: (216) 348-5400 Fax: (216) 348-5474 Email: sriley@mcdonaldhopkins.com sopincar@mcdonaldhopkins.com mkaczka@mcdonaldhopkins.com mcarr@mcdonaldhopkins.com Robert J. Gonzales, Esq. Nancy B. King, Esq. EMERGELAW, PLC 4235 Hillsboro Pike, Suite 350 Nashville, Tennessee 37215 Tel: (615) 815-1535 Email: robert@emerge.law nancy@emerge.law About Nashville Senior Care Nashville Senior Care, LLC and affiliates are comprised of five senior living communities and one Medicare-certified home health agency affiliated with the Trousdale Foundation. All of the real estate associated with the senior living communities is owned by the Debtors. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on Aug. 14, 2023. In the petitions signed by Thomas Johnson, executive director, Nashville Senior Care disclosed $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Marian F. Harrison oversees the cases. The Debtors tapped McDonald Hopkins LLC as general bankruptcy counsel; EmergeLaw, PLC as co-counsel; and Houlihan Lokey Capital, Inc. as investment banker. Stretto, Inc. is the notice, claims and balloting agent. On Aug. 31, 2023, the U.S. Trustee for Region 8 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Womble Bond Dickinson (US), LLP and Dunham Hildebrand, PLLC as legal counsel, and Rock Creek Advisors, LLC as financial advisor. Teresa Teeple is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. NELNET INC: Moody's Affirms 'Ba1' CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Ratings has affirmed Nelnet, Inc.'s Ba1 corporate family rating and Ba1 long-term issuer rating, and changed the outlook to negative from stable. Nelnet is a non-bank financial services company, primarily focused on the US education finance and education technology and services markets, including being the largest US student loan servicer. RATINGS RATIONALE The affirmation of Nelnet's Ba1 long-term ratings is supported by the company's low leverage, solid profitability including the stability of its core earnings and cash flow generation through cycles, strong asset profile, and adequate liquidity position. However, the ratings are constrained by the company's concentration of revenue driven by federal student loan programs, particularly the importance of its servicing revenue that comes from its contract with the US Department of Education (DoEd), and the high usage of secured funding which encumbers a large portion of its balance sheet that could result in less funding flexibility during periods of stress. As a student loan servicer, Nelnet also faces high regulatory risk. The change in outlook to negative from stable reflects the rapid decline in Nelnet's Federal Family Education Loan Program (FFELP) loan portfolio over the past couple of years due to loan consolidation of FFELP loans into the Government of United States' Direct Loan Program (DLP), less favorable economics on its servicing contract renewal with the DoEd, and its expansion into various other unrelated business ventures, which presents corporate governance concerns that could lead to more volatile and less predictable operating performance and a weaker credit profile over time. Nelnet reentered originating new private student loans in 2021 through its newly established Utah-chartered industrial bank subsidiary. However, the runoff of the company's FFELP portfolio, which had been a meaningful contributor to earnings over its history, has accelerated over the past couple of years due to borrowers consolidating their loans into the DLP in order to become eligible to participate in loan forgiveness and more favorable income-based repayment programs. In addition, Nelnet's newly structured contract with the DoEd is expected to be less profitable than the prior contract. As a result, Nelnet is facing operational and execution risks as it goes through a strategic transformation aimed at offsetting these headwinds. Thus far, this has resulted in an array of investments in unrelated business ventures such as renewable solar energy development and tax credits, a fiber optics company, and a collegiate and high school athletics streaming and analytics platform. While these investments should further diversify its revenue, they are less aligned with the company's historical areas of expertise and scale, and their performance is less predictable. Moody's also expects the company to further leverage its bank subsidiary by growing its origination and acquisition of private education loans and other unsecured consumer loans where its performance track record is relatively short and the competitive landscape is formidable. Moody's believes that Nelnet maintains negative governance risks from the transition of its business model and the shorter track record of its more recent investments. As a result, Moody's lowered Nelnet's governance issuer profile score (IPS) to G-3 from G-2. This weaker governance score coupled with an already high social IPS of S-5 due to higher risks from demographic and societal trends related to the student lending/servicing business caused Moody's to change Nelnet's credit impact score (CIS) to CIS-4 from CIS-3. Although Nelnet's business profile is in the midst of a transformation, leading to increased uncertainty with respect to its risk profile, the company has maintained a conservative financial profile reducing its leverage significantly over the past few years and almost entirely funding its business with term securitizations, warehouse facilities and cash generated from operations. It also has excess capital at its bank and has grown its bank deposits to $848 million as of the end of 2023. Last year, the company also materially reduced its exposure to short-term repo facilities and de-leveraged its securities portfolio to improve its liquidity position following the regional banking stress. Tangible common equity as a percentage of tangible assets stood at 18.4% as of December 31, 2023 compared to 9.2% as of December 31, . The company has a $495 million unsecured line of credit, which was not drawn as of December 31, 2023. The Ba1 issuer rating is aligned with the company's Ba1 CFR. The Ba1 issuer rating was determined by the application of Moody's Loss Given Default for Speculative-Grade Companies methodology and model, which incorporate the priority of claim of unsecured creditors in the company's capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, an upgrade of the ratings is unlikely over the next 12-18 months. Longer-term, the rating could be upgraded if the company demonstrates progress in building its private student loan and unsecured consumer loan origination and acquisition business while maintaining strong asset quality and sufficient capital and liquidity levels. In addition, further buildup of the scope and prominence of Nelnet's fee-based businesses, in combination with appropriate business line and customer diversification, would be positive for the ratings. The ratings could be downgraded if Moody's were to assess a material deterioration in the company's financial performance or significant increase in management's risk appetite. For example, if net income to managed assets is sustained for an extended period below 0.50% and/or earnings volatility increases meaningfully from historical levels it may lead to a ratings downgrade. In addition, the ratings could be downgraded if leverage materially increases, or if asset quality on newly originated unsecured consumer loans is poor. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. NEP GROUP: BlackRock DLC Marks $130,856 Loan at 20% Off ------------------------------------------------------- BlackRock Direct Lending Corp has marked its $130,856 loan extended to NEP Group, Inc. et al to market at $105,339 or 80% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock DLC's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock DLC is a participant in a Second Lien Term Loan to NEP Group, Inc. et al. The loan accrues interest at a rate of 12.47% (SOFR (M) + 7.11%) per annum. The loan matures on October 19, 2026. BlackRock Direct Lending Corp. is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020. NEP Group Inc provides broadcasting services. The Company is a supplier to broad spectrum of content across both sports and entertainment. The Company offers outside broadcast, studio production, audio, lighting and media management services. OFFICE PROPERTIES: Sells Chicago Property for $38.5 Million ----------------------------------------------------------- Office Properties Income Trust disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 21, 2024, it completed the sale of an office property with approximately 247,716 rentable square feet located at 400 South Jefferson Street, Chicago, Illinois, or 400 South Jefferson, to The Chicago School of Professional Psychology for $38.5 million, excluding closing costs. A full-text copy of the Company's Unaudited Pro Forma Condensed Consolidated Financial Statements is available at https://tinyurl.com/2pd9zyf8 About Office Properties Office Properties Income Trust is a REIT organized under Maryland law. As of Dec. 31, 2023, its wholly owned properties were comprised of 152 properties and it had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that owned three properties containing approximately 468,000 rentable square feet. As of Dec. 31, 2023, the Company's properties are located in 30 states and the District of Columbia and contain approximately 20,541,000 rentable square feet. As of Dec. 31, 2023, its properties were leased to 258 different tenants, with a weighted average remaining lease term (based on annualized rental income) of approximately 6.4 years. The U.S. government is its largest tenant, representing approximately 19.5% of its annualized rental income as of Dec. 31, 2023. * * * As reported by the TCR on Feb. 8, 2024, S&P Global Ratings lowered its issuer credit rating on Office Properties Income Trust (OPI) to 'CCC' from 'CCC+' and removed all of its ratings from CreditWatch, where S&P placed them with negative implications on Dec. 5, 2023. S&P said the negative outlook reflects that OPI continues to face liquidity pressure and refinancing risk due to its material debt maturities over the new few years. The outlook also reflects S&P's expectation that the company's operating performance will remain pressured due to secular headwinds and significant lease expirations. In December 2023, Moody's Investors Service downgraded Office Properties Income Trust's ("OPI") Corporate Family Rating to Caa1 from B2. The rating actions reflect the office REIT's high financial leverage and liquidity challenges as it faces significant upcoming debt maturities. OMNIQ CORP: Partners With SPAR International for Retail Innovation ------------------------------------------------------------------ In a significant stride towards advancing its fintech position, OMNIQ Corp. proudly announced a strategic partnership with SPAR International. This collaboration will see the deployment of OMNIQ's cutting-edge self-checkout and ESL systems. The Netherlands-based retailer operates in 49 countries and has recently expanded to the Israeli market. OMNIQ deployed self-checkout systems designed for this project. This initiative underscores SPAR's commitment to enhancing customer convenience, streamlining shopping experiences, and offering competitive prices. By integrating OMNIQ's solutions, SPAR aims to significantly reduce wait times, improve operational efficiency, and foster a more sustainable shopping environment. This collaboration not only reflects SPAR's dedication to innovation but also solidifies its position as a leader in the retail sector, keen on adopting solutions that benefit consumers and communities alike. OMNIQ's CEO expressed enthusiasm about the partnership, stating, "Our collaboration with SPAR is a testament to our shared vision of leveraging technology to meet evolving consumer needs. We hope to expand our relationship to additional countries, approaching thousands of stores worldwide. We are proud to contribute to a shopping revolution that prioritizes efficiency, sustainability, and customer satisfaction." This strategic deployment is anticipated to set a new standard in retail, offering SPAR customers a seamless, efficient, and enjoyable shopping experience, thereby reinforcing OMNIQ's role as a pivotal player in retail innovation. About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq Corp reported a net loss of $13.61 million for the year ended Dec. 31, 2022, compared to a net loss of $13.14 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $68.47 million in total assets, $81.31 million in total liabilities, and a total stockholders' deficit of $12.84 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. OMNIQ CORP: Secures Major Purchase Order From NESTLE ---------------------------------------------------- OMNIQ Corp. received a purchase order from NESTLE International, one of the largest food and beverage companies in the world for the supply of mobile data collection, computing, and communication equipment. The rugged forklift-mounted mobile computers and barcode readers are designed to enhance the productivity of the logistic workforce by providing the ability to scan inventory and track data using integrated features through mobile devices. The industrial-designed device improves logistics efficiencies by enabling quick and accurate control of data collection, shipping/receiving, and inventory management. Shai Lustgarten, President and CEO of OMNIQ, stated, "We're pleased to announce the receipt of this significant order that is a strong vote of trust from a world leader like NESTLE, just a few days after our announcement of the order from SPAR a 13,900 stores supermarket chain and the orders from a well-known U.S.-based 450 sporting stores and from a popular US restaurant chain. These orders demonstrate our customers' commitment to adapting innovative technologies to serve their own customers in different and innovative ways. We have built a leadership position providing sophisticated technology and effective solutions and view this order as a validation of the value our solutions contribute to the operational capabilities of our customers. We are seeing increased marketplace demand for effective handheld tools to drive supply chain efficiencies and we believe our partnerships and proven reputation as a provider of high-end, rugged computing equipment will continue to result in more opportunities to strengthen our business." About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq Corp reported a net loss of $13.61 million for the year ended Dec. 31, 2022, compared to a net loss of $13.14 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $68.47 million in total assets, $81.31 million in total liabilities, and a total stockholders' deficit of $12.84 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. ONE MORE RECOVERY: Katharine Clark Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 6 appointed Katharine Battaia Clark of Thompson Coburn, LLP as Subchapter V trustee for One More Recovery LLC. Ms. Clark will be paid an hourly fee of $525 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Clark declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Katharine Battaia Clark Thompson Coburn, LLP 2100 Ross Avenue, Ste. 3200 Dallas, TX 75201 Office: 972-629-7100 Mobile: 214-557-9180 Fax: 972-629-7171 Email: kclark@thompsoncoburn.com About One More Recovery One More Recovery, LLC is a towing service provider in Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30808) on March 22, 2024, with $1 million to $10 million in both assets and liabilities. Tana Patterson, owner, signed the petition. Judge Stacey G. Jernigan presides over the case. Robert T. DeMarco, 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. OUTDOOR VOICES: Unexpectedly Closes All Stores ---------------------------------------------- The Independent reports that Outdoor Voices, a famed athleisure brand, announced it will close all its stores. According to the remarks of four employees at four separate stores, who remained anonymous, the fashion company will no longer serve customers in person. Some store employees were notified of the closures via Slack on 13 March. In the messages obtained by The New York Times, staffers were told: "Outdoor Voices is embarking on a new chapter as we transition to an exclusively online business." There are 16 stores listed on the company's website. According to the Slack notification, all in-store inventory will be marked down by 50 per cent. Two employees told The New York Times that they were completely stunned by the news and that they were allegedly not offered severance packages, only $500 to store managers to continue working for the rest of the week. USA Today reported: "Few corporate or retail workers were offered severance or compensation." "Store managers were offered $500 to stay throughout the weekend. A few accepted, many declined and said it felt like an absolute slap in the face," an employee explained . As of 14 March, USA Today updated their report after an employee said other full-time store staffers were being offered severance packages "due to backlash". Outdoor Voices was founded in 2014 by Ty Haney. Her long-rumoured exit as CEO in 2020 began when she was on maternity leave, according to The Cut. Haney was being smothered with bad press, people supposedly accusing her of being bad at her job. In 2018, the colourful retailer was valued at $110 million, riding a high before releasing what would become a staple style for not just the company but in the realm of athleisurewear for women -- the exercise dress with built-in shorts. Unfortunately, the increasing success didn't persist for the following two years. By 2020, Haney's exit was matched with a $70m value drop. Though the "technical apparel" conglomerate has faced competition from other exercise fashion lines like Lululemon, Alo, and Set Active, Outdoor Voices has managed to build a loyal following, hosting sponsored workout classes and pushing the hashtag, #DoingThings. About Outdoor Voices Outdoor Voices is an American clothing company founded in 2013 by CEO Tyler Haney in New York City. Headquartered in Austin, it designs and sells women's and men's athletic apparel. OUTLOOK THERAPEUTICS: Grants Stock Options to Key Executives ------------------------------------------------------------ Outlook Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 20, 2024, the Board of Directors of the Company awarded options to purchase common stock pursuant to the Company's 2015 Equity Incentive Plan to the following individuals: C. Russell Trenary III, the Company's Chief Executive Officer, 910,000 options; Lawrence Kenyon, the Company's Chief Financial Officer, 25,000 options; Jeff Evanson, the Company's Chief Commercial Officer, 50,000 options and Terry Dagnon, Senior Advisor and former Chief Operations Officer of the Company, 5,000 options. Half of each individual's award comprises time-based options, which vest as follows: 25% of the shares subject to the option vest on March 20, 2025, with the remaining shares vesting in equal monthly installments over the following three years thereafter, subject to the individual's continued employment with the Company at each vesting date. The remaining half of each individual's award comprises performance-based options, which will vest 25% upon the Company's achievement of a specified milestone and the remainder in equal monthly installments over the three years following achievement of the milestone, subject to the individual's continued employment with the Company at each applicable vesting date. About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics incurred a net loss of $58.98 million for the year ended Sept. 30, 2023, compared to a net loss of $66.05 for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $32.30 million in total assets, $46.74 million in total liabilities, and a total stockholders' deficit of $14.44 million. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 22, 2023, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $479,096,425 as of Dec. 31, 2023. As of Dec. 31, 2023, the Company had $37,666,716 of principal, accrued interest and exit fees due under an unsecured convertible promissory note issued in December 2022, maturing on April 1, 2024. As a result, the Company said, there is substantial doubt about the Company's ability to continue as a going concern. OUTLOOK THERAPEUTICS: Registers Up to 21.4M Shares for Resale ------------------------------------------------------------- Outlook Therapeutics, Inc. filed with the U.S. Securities and Exchange Commission its Form S-3 relating to the offer and resale by the selling stockholders of up to an aggregate of 21,428,556 shares of its common stock, which consists of (i) 8,571,423 shares of its common stock held by the selling stockholders and (ii) 12,857,133 shares of its common stock issuable upon the exercise of outstanding warrants to purchase shares of its common stock held by the selling stockholders, all of which were issued by the Company at the closing of its private placement on March 18, 2024. The Company is not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale by the selling stockholders of such shares. The Company will, however, receive the net proceeds of any warrants exercised for cash. Sales of shares of common stock by the selling stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The selling stockholders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the shares, or both. The Company is paying the cost of registering the shares of common stock pursuant to this prospectus as well as various related expenses. The selling stockholders are responsible for all broker or similar commissions related to the offer and sale of their shares. A full-text copy of the Report is available at https://tinyurl.com/45srph56 About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use intreating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics incurred a net loss of $58.98 million for the year ended Sept. 30, 2023, compared to a net loss of $66.05 for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $32.30 million in total assets, $46.74 million in total liabilities, and a total stockholders' deficit of $14.44 million. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 22, 2023, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $479,096,425 as of Dec. 31, 2023. As of Dec. 31, 2023, the Company had $37,666,716 of principal, accrued interest and exit fees due under an unsecured convertible promissory note issued in December 2022, maturing on April 1, 2024. As a result, the Company said there is substantial doubt about the Company's ability to continue as a going concern. PALOMAR HEALTH: S&P Lowers Revenue Bonds LT Rating to 'BB+' ----------------------------------------------------------- S&P Global Ratings lowered to 'BB+' from 'BBB' its long-term rating on the California Municipal Finance Authority's revenue bonds and certificates outstanding issued for Palomar Health (Palomar) and its long-term rating and SPUR on Palomar's general obligation bonds. The outlook is negative. "The rating action reflects our view of Palomar's already vulnerable financial profile further depressed by a trend of deteriorating operating performance, a substantial and rapid decline in reserves and days' cash on hand, and an extremely high debt burden and leverage," said S&P Global Ratings credit analyst Aamna Shah. The negative outlook reflects our view of accelerated operating losses and diminishing balance sheet cushion. PERASO INC: Weinberg & Company Raises Going Concern Doubt --------------------------------------------------------- Peraso, 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 Weinberg & Company, 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 29, 2024, Los Angeles, California-based Weinberg & Company said, "The Company incurred a net loss and utilized cash in operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company incurred net losses of approximately $16.8 million and $32.4 million for the years ended December 31, 2023 and 2022, respectively, and it had an accumulated deficit of approximately $166.4 million as of December 31, 2023. These and prior year losses have resulted in significant negative cash flows and have required the Company to raise substantial amounts of additional capital. To date, the Company has primarily financed its operations through loans, offerings of common stock and warrants and issuances of convertible notes. "We expect to continue to incur operating losses during 2024, as we continue to secure new customers for and continue to invest in the development of our products. Further, we expect our cash expenditures to continue to exceed receipts for at least the next 12 months, as our revenues will not be sufficient to offset our operating expenses," the Company said. As of December 31, 2023, the Company had $10.7 million in total assets, $6.6 million in total liabilities, and $4.1 million in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/32tayx9x About Peraso Inc. San Jose, California-based Peraso Inc. (NASDAQ: PRSO) is a pioneer in high-performance 60 GHz license free and 5G mmWave wireless technology, offering chipsets, modules, software, and IP. Peraso supports a variety of applications, including fixed wireless access, immersive video, and factory automation. In addition, Peraso's solutions for data and telecom networks focus on Accelerating Data Intelligence and Multi-Access Edge Computing, providing end-to-end solutions from the edge to the centralized core and into the cloud. PHC BUYER: BlackRock DLC Marks $101,053 Loan at 16% Off ------------------------------------------------------- BlackRock Direct Lending Corp has marked its $101,053 loan extended to PHC Buyer, LLC (Patriot Home Care) to market at $85,231 or 84% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock DLC's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock DLC is a participant in a First Lien Delayed Draw Term Loan to PHC Buyer, LLC (Patriot Home Care). The loan accrues interest at a rate of 11.39% (SOFR (Q) + 6%, 1% Floor) per annum. The loan matures on May 4, 2028. BlackRock Direct Lending Corp. is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020. PHC Buyer, LLC is an Internal Medicine Clinic in Louisville, Kentucky. Primary care clinics acts as principal point of healthcare services to patients of all ages -- evaluation and treatment is usually provided by general practitioners and family medicine doctors. PINNACLE HOLDINGS: Hires HCA Law LLC as Attorney ------------------------------------------------ Pinnacle Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to employ HCA Law LLC, as attorney. The firm will provide these services: a. give the Debtor legal advice with respect to its powers and duties as Debtor-In-Possession in the continued operation of its business and management of its property; b. represent the Debtor in connection with matters as to its secured and unsecured creditors; c. prepare on behalf of the Debtor necessary Applications, Answers, Orders, Reports, and other legal papers; and d. to perform all other legal services for the Debtor which may be necessary therein. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor a retainer in the amount of $10,000. Kevin D. Heitke, a partner at HCA Law LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin D. Heitke, Esq. HEITKE COOK ASSOCIATES LLC 365 Eddy Street Providence, RI 02903 Telephone: (401) 454-4100 Facsimile: (401) 454-4144 Email: kdh@HCALAWRI.com About Pinnacle Holdings, LLC Pinnacle Holdings LLC in Westerly, RI, filed its voluntary petition for Chapter 11 protection (Bankr. D.R.I. Case No. 24-10106) on Feb. 27, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Harold T. Panciera, III, as managing member, signed the petition. Judge Diane Finkle oversees the case. HEITKE COOK ASSOCIATES LLC serve as the Debtor's legal counsel. PLV ELECTRIC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: PLV Electric LLC 1 Sheila Drive Tinton Falls, NJ 07724 Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-13414 Debtor's Counsel: Anthony Sodono, III, Esq. MCMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue Second Floor Roseland, NJ 07068 Tel: 973-622-1800 Fax: 973-712-1463 Email: asodono@msbnj.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Paul Vehling as owner. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CRAPJBQ/PLV_Electric_LLC__njbke-24-13414__0001.0.pdf?mcid=tGE4TAMA PRIME HARVEST: Case Summary & 18 Unsecured Creditors ---------------------------------------------------- Debtor: Prime Harvest, Inc. 22793 Farm Market 410N Detroit, TX 75436 Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Western District of Oklahoma Case No.: 24-10841 Debtor's Counsel: Stephen J. Moriarty, Esq. FELLERS, SNIDER, BLANKENSHIP, BAILEY & TIPPENS 100 N. Broadway, Ste 1700 Oklahoma City, OK 73102-8820 Tel: 405-232-0621 Fax: 405-232-9659 E-mail: smoriarty@fellerssnider.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $10 million to $50 million The petition was signed by Calvin Burgess as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AS2NJMA/Prime_Harvest_Inc__okwbke-24-10841__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 18 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Barbara Waterston $50,000 6566 France Ave. #1203 Edina, MN 55435 2. Calvin Burgess Wages $40,796 22793 FM 410N Detroit, TX 75436 3. Carter's Salvage $16,000 12772 OK98 Valliant, OK 74764 4. City of Idabel $200 201 East Main Street Idabel, OK 74745 5. Elliott Electric Supply $6,794 P.O. Box 206524 Dallas, TX 75320 6. John Hagan $125,000 1229 Westlake Road Cleburne, TX 76033 7. Jones Hewling Wages $21,507 5025 Sunset View Paris, TX 75462 8. Lost Creek Prop $50,000 d/b/a Ewbank Drilling PO Box 148 Fairview, OK 73737 9. Mitchell Welding Supply $941 P.O. Box 4426 Tyler, TX 75712 10. Optimum Process $45,613 System, LLC PO Box 203 Waco, TX 76703 11. Red River County $34,064 Appraisal District PO Box 461 Clarksville, TX 75426 12. Rob Pendley $28,957 2417 NW 51st Oklahoma City, OK 7311 13. Susan Burgess $55,000 22793 FM 410N Detroit, TX 75436 14. Texas Pride Fuels, Ltd $6,181 P.O. Box 732559 Dallas, TX 75373 15. Tonya R Martin Tax Assessor $23,255 200 N. Walnut Clarksville, TX 75426 16. Total Compliance $4,500 Connection, L.L.C P.O. Box 238 Norman, OK 73070 17. Vision for You LLC $100,000 600 Stephens Port Drive Suite 104 Dakota Dunes, SD 57049 18. WRFS $6,750 PO Box 862 Menomonie, WI 54751 PROVECTUS BIOPHARMA: Bruce Horowitz Resigns as COO -------------------------------------------------- Provectus Biopharmaceuticals, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 25, 2024, Bruce Horowitz resigned from the Board of Directors of the Company and as the Company's Chief Operating Officer. At the time of his resignation, Horowitz served on the Company's Audit Committee, Compensation Committee, and Nominating Committee. Horowitz, through counsel, had requested that the Company pay him $977,000, representing $508,000 for amounts owed under the Independent Contractor Agreement, dated as of April 19, 2017, by and between Horowitz and the Company, as amended by Amendment No. 1, dated as of May 9, 2017, and Amendment No. 2, dated as of May 8, 2019 (the "Horowitz Agreement"), and $469,000 for accrued director fees. On March 25, 2024, the Company and Horowitz entered into an Independent Contractor and Director Fee Termination Agreement and Release (the "Termination Agreement") to resolve Horowitz's claims and terminate the Horowitz Agreement. The Termination Agreement provides for the Company to pay Horowitz an initial payment of $250,000 within two business days of the Termination Agreement and a discounted second payment in the amount of $258,000 so long as it is paid prior to June 30, 2024, after which the amount of the second payment is $500,000. Pursuant to the Termination Agreement, Horowitz resigned from the Board and as Chief Operating Officer of the Company and from any other officer and director positions held with the Company or any of its Australian-related entities or subsidiaries. The Company agreed to continue Horowitz's directors and officers (D&O) liability insurance coverage for a period of two years at the Company's expense. Under the Termination Agreement, Horowitz reaffirmed the confidentiality, customer non-solicitation, and employee non-solicitation provisions in the Horowitz Agreement. The Termination Agreement also contained a mutual release, a mutual non-disparagement provision, and a standstill provision pursuant to which Horowitz agreed not to take certain actions with respect to the Company's securities for five years. Further, on March 25, 2024, the Board retained Dominic Rodrigues as the Company's chief operations consultant. In this role, Rodrigues will serve as the Company's principal executive officer. Rodrigues, 55, has served as a member of the Board since 2017, its non-executive Vice Chairman since 2018, and previously as non-executive Chairman from 2017 to 2018. Prior to joining the Board, Rodrigues was President of Rhisk Capital, where he carried out management consulting, corporate development, and portfolio management activities. Project industries included defense and intelligence (a technology-focused, private equity-styled, capital investment pool; corporate development and operational roles at a related data communications company), financial services (a capital markets-focused, financial technology start-up company; a start-up private wealth office), healthcare, life sciences, and nanotechnology (a venture capital-styled investment). Rodrigues previously taught as an Adjunct Professor of Finance at the Lee Business School of the University of Nevada, Las Vegas. His business development, corporate development, finance, leadership, operations, and science & technology experiences include working as: a corporate venture capitalist at SAIC Venture Capital Corporation, the multi-billion-dollar subsidiary of research and engineering company SAIC, where he was an observer or member of boards of directors of several portfolio companies; a proprietary currency derivatives trader at Bank of Montreal, a Canadian multinational investment bank and financial services company; and a project manager at Jacques Whitford, a Canadian multinational environmental consulting company. He holds business, economics, and engineering degrees from The Wharton School of the University of Pennsylvania, the London School of Economics and Political Science, the Massachusetts Institute of Technology, and the University of Toronto. Rodrigues does not have a family relationship with any of the current officers or directors of the Company. In connection with the engagement of Rodrigues, on March 25, 2024, the Company and Rodrigues entered into an independent contractor agreement (the "Independent Contractor Agreement"), pursuant to which Rodrigues will serve as the primary business operations consultant of the Company and will perform duties and services including but not limited to managing, coordinating, and/or overseeing Company, clinical and research collaborator, and vendor-partner activities in drug discovery, clinical development, intellectual property, regulatory strategy and affairs, drug substance and drug product formulation and manufacturing, business and corporate development, and investor/public relations. In consideration for such services, Rodrigues will be paid $20,000 per calendar month. The Company will reimburse Rodrigues for all reasonable and necessary expenses relating to his provision of services under the Independent Contractor Agreement. The Independent Contractor Agreement will continue month-to-month unless terminated by either party upon 30 days prior written notice. The Company agreed to indemnify Rodrigues for claims made against Rodrigues based upon the performance of his services. The Independent Contractor Agreement contains customary confidentiality, customer non-solicitation, and employee non-solicitation provisions. 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. The Company's cash and restricted cash were $1,410,207 at Sept. 30, 2023 which includes $1,042,957 of restricted cash resulting from a grant received from the State of Tennessee. The Company's working capital deficit was $7,579,249 and $6,293,198 as of Sept. 30, 2023 and Dec. 31, 2022, respectively, net loss for the nine months ended Sept. 30, 2023 and 2022 was $2,438,355 and $2,822,030, respectively, and cash used in operations was $2,010,767 and $2,286,682 for the nine months ended Sept. 30, 2023 and Sept. 30, 2022, respectively. The Company continues to incur significant operating losses. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company's business plan and develop and market its products. The Company said these circumstances raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued. PW KRAV 2018: Hires Haberbush LLP as General Bankruptcy Counsel --------------------------------------------------------------- PW KRAV 2018, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Haberbush, LLP as general bankruptcy counsel. The firm will provide these services: a. advise, consult, prosecute for and defend the Debtor concerning issues arising in regard to the conduct of the estate, the Debtor's rights and remedies with regard to the estate's assets, and the claims of secured, priority, and unsecured creditors; b. appear for and represent the Debtor's interest in obtaining Court approvals for the hiring of professionals, and to assist and advise the Debtor regarding the liquidation of the property of the estate; c. investigate and prosecute, if appropriate, preference, fraudulent transfer, and other actions arising under the Debtor's avoiding powers, should such causes of action exist; d. assist in the preparation of such pleadings, applications and orders as are required for the orderly administration of this estate; e. advise, consult and represent the Debtor in such legal actions as are necessary concerning the use and disposition of property of the estate including use of cash collateral, defense of motions to lift or modify the automatic stay, and the assumption or rejection of unexpired leases and executory contracts; f. advise and consult with the Debtor, prosecute and defend the Debtor concerning claims made against the estate or claims made by the estate, including any adversary proceedings related thereto; g. advise, consult and prosecute the approval of a plan of reorganization, including necessary disclosure statements; and h. advise, consult and assist the Debtor with the Guidelines of the United States Trustee, the Local Bankruptcy Rules ("LBR") of this Court, Title 11 of the United States Code, and the Federal Rules of Bankruptcy Procedure ("FRBP"). The firm will be paid at these rates: David R. Haberbush, Esq. $550 per hour Richard A. Brownstein, Esq. $550 per hour Louis H. Altman, Esq. $485 per hour Vanessa M. Haberbush, Esq. $350 per hour Lane K. Bogard, Esq. $325 per hour Alexander H. Haberbush, Esq. $250 per hour The firm received a pre-petition retainer in the amount of $14,479.50 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David R. Haberbush, a partner at Haberbush, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David R. Haberbush, Esq. Haberbush, LLP 444 W. Ocean Blvd Street 1400 Long Beach, CA 90802 Telephone: (562) 435-3456 Facsimile: (562) 435-6335 Email: dhaberbush@lbinsolvency.com About PW KRAV 2018, Inc., PW Krav 2018, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 24-11163) on Feb. 16, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Haberbush, LLP. PW KRAV 2018: Hires Van Horn Auctions & Appraisal as Appraiser -------------------------------------------------------------- PW KRAV 2018, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Van Horn Auctions & Appraisal Group, LLC as appraiser. The firm will conduct an appraisal of all of Debtor's tangible (non-cash) personal property including various martial arts materials (training mats. Heavy bags, striking pats, mitts. Training guns), electronic (computer, iPads, televisions, speakers, printers, computer monitors) office furnishings, video surveillance, equipment, beverage refrigerators, retail details, and t-shirts. The firm will be paid a flat fee of $1,250 for the appraisal services. Scott R. Van Horn, a principal at Van Horn Auctions & Appraisal Group, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Scott R. Van Horn Van Horn Auctions & Appraisal Group, LLC 26895 Aliso Creek Rd., Suite B Aliso Viejo, CA 92656 Telephone: (949) 206-2525 About PW KRAV 2018, Inc., PW Krav 2018, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 24-11163) on Feb. 16, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Haberbush, LLP. R & P LAND: Brian Walding Named Subchapter V Trustee ---------------------------------------------------- J. Thomas Corbett, the U.S. Bankruptcy Administrator for the Northern District of Alabama, appointed Brian Walding at Walding, LLC as Subchapter V trustee for R & P Land Company, LLC. Mr. Walding will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Walding declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brian R. Walding Walding, LLC 2227 First Avenue South Suite 100 Birmingham, AL 35233 Phone: 205-307-5050 Email: bwalding@waldinglaw.com About R & P Land Company R & P Land Company, LLC is a Birmingham-based company, which conducts business under the name Consignment World, Inc. R & P filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-00938) on March 27, 2024, with $1,910,383 in assets and $588,990 in liabilities. Charles P. Sanford, managing member, signed the petition. Robert C. Keller, Esq., at Russo, White & Keller, P.C. represents the Debtor as legal counsel. R.E.X. LLC: Aaron Amore Named Subchapter V Trustee -------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Aaron Amore, Esq., at Amore Law as Subchapter V trustee for R.E.X., LLC. Mr. Amore will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Amore declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Aaron C. Amore, Esq. Amore Law 206 West Liberty Street Charles Town, WV 25414 (304) 885-4111 Email: aaron@amorelaw.com About R.E.X. LLC R.E.X., LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 24-30096) on March 25, 2024, with as much as $50,000 in both assets and liabilities. Judge B. Mckay Mignault presides over the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee represents the Debtor as legal counsel. RACKSPACE TECHNOLOGY: Completes $530 Million Term Loan Exchange --------------------------------------------------------------- Rackspace Technology, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 26, 2024, the Company closed the Public Term Loan Exchange, pursuant to which (i) approximately $530 million aggregate principal amount of remaining Existing Term Loans were exchanged or purchased for cancellation and (ii) approximately $375 million aggregate principal amount of New FLSO Term Loans were issued by the New Borrower under the New Credit Agreement. As previously disclosed, on March 12, 2024, the Company closed a private debt exchange with, among others, lenders representing more than 72% of the aggregate principal amount of the then-outstanding term loans under the Company's First Lien Credit Agreement, originally dated November 3, 2016. Pursuant to the Private Exchange, among other things, $1,312.0 million aggregate principal amount of new first lien second out term loans were issued by Rackspace Finance, LLC, a new subsidiary of the Company, pursuant to a First Lien Credit Agreement, dated March 12, 2024, among Rackspace Finance Holdings, LLC, the New Borrower, the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent and collateral agent. Shortly after the closing of the Private Exchange, the Company commenced an offer to all of the holders of the Company's remaining Existing Term Loans. As a result of the Private Exchange and the Public Term Loan Exchange, over 97% of the approximately $2,181.2 million aggregate principal amount of Existing Term Loans outstanding as of December 31, 2023, were exchanged or purchased for cancellation. About Rackspace Technology Headquartered in San Antonio, Texas, Rackspace Technology, Inc. -- www.rackspace.com -- is an end-to-end multicloud technology services company. The Company designs, builds, and operates its customers' cloud environments across all major technology platforms, irrespective of technology stack or deployment model. The Company partners with its customers at every stage of their cloud journey, enabling them to modernize applications, build new products and adopt innovative technologies. Rackspace reported a net loss of $804.8 million in 2022, a net loss of $218.3 million in 2021, and a net loss of $245.8 million in 2020. As of June 30, 2023, the Company had $4.66 billion in total assets, $4.63 billion in total liabilities, and $31.9 million in total stockholders' equity. * * * As reported by the TCR on May 18, 2023, S&P Global Ratings lowered its issuer credit rating on Rackspace to 'CCC+' from 'B-' and revised the outlook to negative from stable. S&P said the negative outlook reflects the rising risk of distressed exchange by the Company from further EBITDA margin degradation and free cash flows sustaining negative. RADIATE HOLDCO: BlackRock PCF Marks $1.3MM Loan at 19% Off ---------------------------------------------------------- BlackRock Private Credit Fund has marked its $1,371,346 loan extended to Radiate Holdco, LLC to market at $1,104,578 or 81% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock PCF's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock PCF is a participant in a First Lien Term Loan to Radiate Holdco, LLC. The loan accrues interest at a rate of 8.72% (SOFR (M) +3.25%, .75% Floor) per annum. The loan matures on September 25, 2026. BlackRock Private Credit Fund is a Delaware statutory trust formed on December 23, 2021. BlackRock PCF is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. BlackRock PCF is externally managed by BlackRock Capital Investment Advisors, LLC. BlackRock Advisors, LLC serves as the sub-adviser. The Advisers are subsidiaries of BlackRock, Inc. BlackRock Financial Management, Inc. serves as the administrator, and is affiliated with the Advisers. Radiate Holdco LLC, also known as Astound Broadband, and backed by Stonepeak, is a broadband communications services provider and cable operator doing business via regional providers RCN, Grande Communications, Wave Broadband and enTouch Systems. RESEARCH NOW: BlackRock PCF Marks $2.4MM Loan at 25% Off -------------------------------------------------------- BlackRock Private Credit Fund has marked its $2,454,308 loan extended to Research Now Group, LLC to market at $1,832,889 or 75% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock PCF's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock PCF is a participant in a First Lien Term Loan to Research Now Group, LLC. The loan accrues interest at a rate of 11.14% (SOFR (Q) + 5.76%, 1% Floor) per annum. The loan matures on December 20, 2024. BlackRock Private Credit Fund is a Delaware statutory trust formed on December 23, 2021. BlackRock PCF is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. BlackRock PCF is externally managed by BlackRock Capital Investment Advisors, LLC. BlackRock Advisors, LLC serves as the sub-adviser. The Advisers are subsidiaries of BlackRock, Inc. BlackRock Financial Management, Inc. serves as the administrator, and is affiliated with the Advisers. Headquartered in Plano, Texas, Research Now Group, LLC (formerly Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly Survey Sampling International, LLC), provide data collection services through online, mobile and offline surveys used by market research firms, consulting firms and corporate customers. REVERSE MORTGAGE INVESTMENT: Court Approves Chapter 7 Liquidation ----------------------------------------------------------------- Yun Park of Law360 reports that a Delaware bankruptcy judge Tuesday, March 12, 2024, converted Reverse Mortgage Investment Trust Inc.'s Chapter 11 case to a Chapter 7 liquidation, saying the debtor's plan administrator's request for conversion has "good and sufficient cause" under the Bankruptcy Code. About Reverse Mortgage Investment Trust Reverse Mortgage Investment Trust Inc. is an originator and servicer of reverse mortgage loans. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11225) on November 30, 2022. In the petition signed by Craig Corn, chief executive officer, the Debtors disclosed up to $50 billion in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Sidley Austin LLP as general bankruptcy counsel, Benesch, Friedlander, Coplan, and Aronoff LLO as local bankruptcy counsel, FTI Consulting Inc. as financial advisor, and Kroll Restructuring Administration LLC as noticing and claims agent. Leadenhall Capital Partners LLP, as agent to the postpetition secured lenders, is advised by Latham & Watkins LLP and Young, Conaway Stargatt & Taylor LLP, as counsel; BRG, as financial advisor; and Moelis as investment banker. Texas Capital Bank has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Longbridge Financial, LLC has retained Weil, Gotshal & Manges LLP, Lowenstein Sandler LLP, and Richards, Layton & Finger as counsel; and Houlihan Lokey, Inc., as financial advisor. RISKON INTERNATIONAL: Receives Another Nasdaq Noncompliance Notice ------------------------------------------------------------------ RiskOn International, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that it received a letter from the Listing Qualifications staff of the Nasdaq Stock Market, LLC notifying the Company that the Staff has determined the Company's securities had a closing bid price of $0.10 or less for at least ten consecutive trading days prior to March 22, 2024. Accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii). As previously disclosed, the Company has appealed a prior determination of the Staff to delist the Company's common stock to a Hearings Panel. The Panel heard the Company's appeal on Feb. 29, 2024, but no decision has been made by the Panel to date. According to the Letter, this matter serves as an additional basis for delisting the Company's common stock from the Nasdaq. As such, the Panel will consider this matter in connection with the Company's appeal. The Company has already provided the Panel with its response to the Letter. Previously, on Nov. 22, 2023, the Company received a deficiency letter from the Staff of Nasdaq indicating that the Company's common stock is subject to potential delisting from the Nasdaq because, for a period of 30 consecutive business days, the bid price of the Company's common stock had closed below the required minimum of $1.00 per share under Nasdaq Listing Rule 5550(a)(2). The Company was provided a 180-calendar day grace period, or until April 30, 2024, to regain compliance with the Minimum Bid Price Rule. About RiskOn International Founded in 2011, RiskOn International, Inc. (formerly known as BitNile Metaverse, Inc.) owns 100% of BNC, including the BitNile.com metaverse platform. The Platform, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. In addition to BNC, the Company also owns two non-core subsidiaries: approximately 66% of Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and approximately 89% of Agora Digital Holdings, Inc. directly. RiskOn also owns approximately 70% of White River Energy Corp (OTCQB: WTRV). RiskOn reported a net loss of $87.36 million on zero revenue for the year ended March 31, 2023, compared to a net loss of $10.55 million on $27,182 of revenues for the year ended March 31, 2022. As of December 31, 2023, the Company had $101,487 in cash and cash equivalents. The Company believes that the current cash on hand is not sufficient to conduct planned operations for one year from the issuance of the condensed consolidated financial statements, and it needs to raise capital to support its operations, raising substantial doubt about its ability to continue as a going concern. The Company acquired BitNile.com in March 2023, which has generated nominal revenue as of December 31, 2023. The accompanying financial statements for the three and nine month periods ended December 31, 2023 have been prepared assuming the Company will continue as a going concern, but its ability to continue as a going concern is dependent on its obtaining adequate capital to fund operating losses until it establishes continued revenue streams and become 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 unable to obtain the necessary additional financing on a timely basis, it will be required to delay, reduce or perhaps even cease the operation of its business, according to the Company's Quarterly Report for the period ended Dec. 31, 2023. RITE AID: Amends Unsecureds & Senior Secured Notes Claims Pay ------------------------------------------------------------- Rite Aid Corp. and its Debtor Affiliates submitted a Second Amended Joint Chapter 11 Plan of Reorganization dated March 28, 2024. Although for purposes of administrative convenience and efficiency the Plan has been filed as a joint plan for each of the Debtors and presents together Classes of Claims against, and Interests in, the Debtors, the Plan does not provide for substantive consolidation of any of the Debtors. In the event of a MedImpact Term Loan Sale, Sale Transaction Restructuring, or an Other Asset Sale, any and all consent rights of the Purchasers set forth in the Purchase Agreement(s) with respect to the form and substance of this Plan, the Confirmation Order, the Disclosure Statement, the Disclosure Statement Order, any Definitive Documents and any other documents related to the MedImpact Term Loan Sale, Sale Transaction Restructuring, or the Other Asset Sale, as applicable, including any amendments, restatements, supplements, or other modifications to such agreements and documents, and any consents, waivers, or other deviations under or from any such documents, shall be incorporated herein by this reference and be fully enforceable as if stated in full herein until such time as the Purchase Agreement(s) is terminated in accordance with its terms. As of the Effective Date, the Claims of the AHG New-Money Commitment Parties and the MedImpact Term Loan Backstop Parties on account of the AHG Notes Ticking Fee and the MedImpact Termination Fee shall be Allowed and deemed to be Allowed Claims in the full amount outstanding under the AHG New-Money Commitment Agreement and the MedImpact Term Loan Backstop Commitment Agreement. The MedImpact Termination Fee, if any, and the AHG Notes Ticking Fee, shall each be an Allowed Administrative Claim under section 503(b) of the Bankruptcy Code. Except to the extent that a Holder of an Allowed MedImpact Termination Fee Claim (if any) agrees to a less favorable treatment, in full and final satisfaction, compromise, settlement, and release of, and in exchange for each such Claim, each Holder thereof shall receive payment in full in Cash on or prior to the Effective Date. Except to the extent that a Holder of an Allowed AHG Notes Ticking Fee Claim agrees to a less favorable treatment, in full and final satisfaction, compromise, settlement, and release of, and in exchange for each such Claim, each Holder thereof shall receive (i) if the AHG New-Money Commitment Agreement is not terminated, AHG Notes issued on or prior to the Effective Date or (ii) if the AHG New-Money Commitment Agreement is terminated, payment in full in Cash, if so entitled, in each case, in accordance with the terms and conditions of the AHG New-Money Commitment Agreement. Class 5 consists of all Senior Secured Notes Claims against any Debtor. Except to the extent that a Holder of an Allowed Senior Secured Notes Claim and a Debtor against which such Allowed Senior Secured Notes Claim is asserted agree to less favorable treatment, on the Effective Date, each Holder of a Senior Secured Notes Claim shall receive, in full and final satisfaction, compromise, settlement, and release of and in exchange for its Claim: * in the event of a Plan Restructuring: -- its Pro Rata share of (A) 90% of the New Common Stock, subject to dilution on account of the New Common Stock issued pursuant to the Management Incentive Plan, (B) the Takeback Notes, (C) the CMSR Recovery, and (D) the Litigation Trust Class B Interests; and -- (A) if the MedImpact Term Loan Backstop Parties acquire the MedImpact Term Loan pursuant to the MedImpact Term Loan Bidding Procedures, (I) such Holder's MedImpact NewCo Subscription Rights and (II) such Holder's Pro Rata share of the MedImpact NewCo Notes issued on account of the Final MedImpact Term Loan Bid – Senior Secured Notes Claims Amount, subject to dilution by the MedImpact Backstop Fee NewCo Notes, the MedImpact Rights Offering NewCo Notes, and the MedImpact Unsubscribed NewCo Notes; or (B) if the MedImpact Term Loan Backstop Parties do not acquire the MedImpact Term Loan pursuant to the MedImpact Term Loan Bidding Procedures, such Holder's Pro Rata share of Cash available for distribution to Holders of Senior Secured Notes Claims in accordance with Section (II)(A) of Exhibit E of the Final Financing Order; or * in the event of a Sale Transaction Restructuring, its Pro Rata share of the Distributable Proceeds, if any, pursuant to the Waterfall Recovery. Class 6 consists of all General Unsecured Claims. As a settlement of all open disputes with the Debtors and the Holders of Senior Secured Notes Claims each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, compromise, settlement, and release of and in exchange for its Claim:, a portion of the Litigation Trust Assets and the GUC Equity Trust Interests, as set forth in the UCC/TCC Recovery Allocation Agreement and in accordance with the Litigation Trust Documents, the GUC Equity Trust Documents, and any GUC Sub-Trust Documents, including: * (A) the Committees Initial Cash Consideration, (B) the Committees Post-Emergence Cash Consideration, (C) 100% of the GUC Equity Trust Interests; and (D) Litigation Trust Class A Interests. As of the Effective Date, in accordance with the Plan and the Litigation Trust Documents, any and all liability of the Debtors and/or the Reorganized Debtors for any and all Tort Claims shall automatically, and without further act, deed or court order, be channeled exclusively to, and all of the Debtors' and Reorganized Debtors' liability for such claims shall be assumed by, the Litigation Trust or any applicable GUC Sub-Trust. Each Tort Claim shall be asserted exclusively against the Litigation Trust or GUC Sub-Trust and resolved solely in accordance with the terms, provisions and procedures of the Litigation Trust Documents or GUC Sub-Trust Documents. The sole recourse of any Person on account of any Tort Claim, whether or not the Holder thereof participated in the Chapter 11 Cases and whether or not such Holder Filed a Proof of Claim in the Chapter 11 Cases, shall be to the Litigation Trust or GUC Sub-Trust as and to the extent provided in the Litigation Trust Documents and GUC Sub-Trust Documents. Holders of Tort Claims are enjoined from asserting against any Debtor or any Reorganized Debtor any Tort Claim and may not proceed in any manner against any Debtor or Reorganized Debtor on account of any Tort Claim in any other forum whatsoever, including any state, federal, or non-U.S. court or administrative or arbitral forum, and are required to pursue Tort Claims exclusively against the Litigation Trust, solely as and to the extent provided in the Litigation Trust Documents and GUC Sub-Trust Documents. Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, the Plan shall constitute and be deemed a good-faith compromise and settlement of all Claims, Interests, Causes of Action and controversies related to Tort Claims in the amount of $[] (the "Settlement of Tort Claims"). In exchange for the settlement of their Claims, Holders of Tort Claims shall receive such treatment as set forth in this Plan, but subject to the allocation of recoveries on account of such treatment as set forth in the UCC/TCC Recovery Allocation Agreement. Nothing in the Plan or the Committee Settlement Documents, including the UCC/TCC Recovery Allocation Agreement, is intended to, and shall not be construed to, limit the amount of Tort Claim Insurance Proceeds available to Holders of Tort Claims [or other beneficiaries of the Litigation Trust to the extent applicable in accordance with the UCC/TCC Recovery Allocation Agreement], and the Litigation Trustee, on behalf of the Holders of Tort Claims, shall retain the right to pursue the full agreed settlement value of the Tort Claims from Insurance Policies pursuant to the Assigned Insurance Rights subject to the terms and conditions of the Plan. All amounts necessary for the Debtors and, if applicable, the Wind-Down Debtors, to make payments or distributions pursuant hereto shall be (in each case subject to the terms of the Purchase Agreement(s) and the Sale Order, as applicable) obtained from the proceeds of the issuance of New Common Stock, Exit Facilities, Takeback Notes, the MedImpact NewCo Notes (if any), the CMSR Distribution, the AHG Notes, Cash of the Debtors, and any additional Cash consideration provided under one or more Purchase Agreements, in accordance with the terms thereof. Unless otherwise agreed, distributions required by this Plan on account of Allowed Claims that are Assumed Liabilities under a Purchase Agreement shall be the sole responsibility of the applicable Purchaser. A full-text copy of the Second Amended Joint Plan dated March 28, 2024 is available at https://urlcurt.com/u?l=gBadOD from Kroll Restructuring, claims agent. About Rite Aid Corp. Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C., as local bankruptcy counsel, Guggenheim Partners as investment banker, and Alvarez & Marsal North America, LLC, as financial, tax and restructuring advisor. Kroll Restructuring Administration is the claims and noticing agent. SACKS WESTON: Hires CliftonLarsonAllen LLP as Accountant -------------------------------------------------------- Sacks Weston LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ CliftonLarsonAllen LLP as accountant. The firm will provide assistance to the Debtor with tax consulting, tax compliance, payroll assistance, and general accounting services. The firm will be paid at these rates: Principal $630 per hour Technical Director $390 per hour Director $340 per hour Senior Accountant $195 per hour The Debtor paid the firm $1,071.85 for prepetition services. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Emily Gunther, a managing principal at CliftonLarsonAllen LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Emily Gunther CliftonLarsonAllen LLP 150 S Warner Road Suite 310 King of Prussia, PA 19406 Tel: (267) 419-1149 About Sacks Weston LLC Sacks Weston is a Philadelphia-based law firm. Sacks Weston sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-12540) on August 25, 2023. In the petition filed by Andrew B. Sacks, as manager, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $10 million and $50 million. Judge Patricia M. Mayer oversees the case. The Debtor is represented by David B. Smith, Esq. at SMITH KANE HOLMAN, LLC. SELECTIS HEALTH: Board Approves Indemnity Agreement --------------------------------------------------- Selectis Health, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that effective March 18, 2024, the Company approved of a form of Indemnity Agreement for its officers and directors. A full-text copy of the form of the Indemnity Agreement is available at https://tinyurl.com/86af99ad About Selectis Health Headquartered in Greenwood Village, Colo., Selectis Health, Inc. owns and operates, through wholly-owned subsidiaries, Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions of the US. In 2019 the Company shifted from leasing long-term care facilities to third-party, independent operators towards a model where a wholly owned subsidiary would operate but is owned by another wholly owned subsidiary. Selectis Health reported a net loss of $2.39 million in 2022 following a net loss of $2.24 million in 2021. Selectis said in its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2023, that the Company had operating cash flows of $2,390,891 and negative net working capital of $8.8 million for the nine months ended September 30, 2023. As a result of its losses and its projected cash needs, substantial doubt exists about the Company's ability to continue as a going concern. SELECTIS HEALTH: Names Adam Desmond as CEO ------------------------------------------ Selectis Health, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Board of Directors of the Company appointed Adam Desmond to the position of Chief Executive Officer effective March 18, 2024. Previously, Desmond was serving as Interim CEO. Mr. Desmond's compensation will remain the same. About Selectis Health Headquartered in Greenwood Village, Colo., Selectis Health, Inc. owns and operates, through wholly-owned subsidiaries, Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions of the US. In 2019 the Company shifted from leasing long-term care facilities to third-party, independent operators towards a model where a wholly owned subsidiary would operate but is owned by another wholly owned subsidiary. Selectis Health reported a net loss of $2.39 million in 2022 following a net loss of $2.24 million in 2021. Selectis said in its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2023, that the Company had operating cash flows of $2,390,891 and negative net working capital of $8.8 million for the nine months ended September 30, 2023. As a result of its losses and its projected cash needs, substantial doubt exists about the Company's ability to continue as a going concern. SHAMROCK INDUSTRIES: Hires Glankler Brown PLLC as Attorney ---------------------------------------------------------- Shamrock Industries, LLC d/b/a Synergy ReCommerce seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Glankler Brown PLLC as attorney. The Debtor requires legal counsel to render services relating to its reorganization proceeding, including, but not limited to, the preparation and submission to creditors of a Chapter 11 plan of reorganization and assistance with the sale of the Debtor's assets. The firm will be paid at these rates: Michael P. Coury Member $500 per hour Ricky L. Hutchens Associate $350 per hour Mandi Benson Paralegal $260 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael P. Coury, a partner at Glankler Brown PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael P. Coury, Esq. Glankler Brown PLLC 6000 Poplar Avenue Suite 400 Memphis, Tennessee 38119 Telephone: (901) 576-1886 Email: mcoury@glankler.com rhutchens@glankler.com About Shamrock Industries Shamrock Industries, LLC, a company in Memphis, Tenn., partners with its clients to refurbish, repackage, remarket, and resell their returned, distressed and excess inventory. It is uniquely positioned to deliver expert solutions by leveraging access to its proprietary NobodyLower.com website and more than 20 years of experience in sales and marketing, forward and reverse logistics, returns processing, multiple e-commerce channels, refurbishment and warranty support. The company conducts business under the name Synergy ReCommerce. Shamrock Industries filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 24-20699) on February 16, 2024, with $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Brian J. Bray, chief executive officer, signed the petition. Judge Denise E. Barnett oversees the case. Michael P. Coury, Esq., at Glankler Brown, PLLC, represents the Debtor as legal counsel. SHARPLINK GAMING: Cherry Bekaert Raises Going Concern Doubt ----------------------------------------------------------- SharpLink Gaming, 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 Cherry Bekaert LLP, the Company's auditor since 2022, 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 29, 2024, Raleigh, North Carolina-based Cherry Bekaert LLP said, "The Company has recurring losses and negative cash flows from operations that raise substantial doubt about their ability to continue as a going concern." In the pursuit of SharpLink's previous long-term growth strategy and the development of its fan activation and conversion software and related businesses, the Company has sustained continued operating losses. During the 12 months ended December 31, 2023 and 2022, the Company had a net loss from continuing operations of $11,248,598 and $14,095,646, respectively; and cash provided by operating activities from continuing and discontinued operations of $582,887 and cash used for operating activities from continuing and discontinued operations $5,937,386, for the years ended December 31, 2023 and 2022, respectively. Subsequent to December 31, 2023, the Company completed the Equity Sale of its Sports Gaming Client Services and SportsHub Gaming Network business units for $22.5 million in an all cash transaction. In connection with the closing of the Equity Sale, SharpLink repaid in full all outstanding term loans and lines of credit with Platinum Bank, together with accrued but unpaid interest and all other amounts due in connection with such repayment under existing credit agreements, totaling an aggregate $14,836,625 and thereby terminating all existing credit facilities with Platinum Bank and discharging the debt on the Company's balance sheet. In addition, the Company redeemed the outstanding convertible debenture issued to Alpha for 110% of the outstanding balance, plus accrued and unpaid interest, $4,484,230 in aggregate, thereby satisfying all obligations under the debenture and discharging the debt on the balance sheet. The Company said, "We may need to raise additional capital to fund the Company's growth and future business operations. We cannot be certain that additional funding will be available on acceptable terms or at all. If we are not able to secure additional funding when needed to support our business growth and to respond to business challenges, track and comply with applicable laws and regulations, develop new technology and services or enhance our existing offering, improve our operating infrastructure, enhance our information security systems to combat changing cyber threats and expand personnel to support our business, we may have to delay or reduce the scope of planned strategic growth initiatives. Moreover, any additional equity financing that we obtain may dilute the ownership held by our existing shareholders. The economic dilution to our shareholders will be significant if our stock price does not materially increase, or if the effective price of any sale is below the price paid by a particular shareholder. Any debt financing could involve substantial restrictions on activities and creditors could seek additional pledges of some or all of our assets. If we fail to obtain additional funding as needed, we may be forced to cease or scale back operations, and our results, financial conditions and stock price would be adversely affected. As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period." As of December 31, 2023, the Company had $71,280,178 in total assets, $80,679,947 in total liabilities, and $9,399,769 in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/4j363bzs About SharpLink Gaming Inc. Headquartered in Minneapolis, Minnesota, SharpLink Gaming is an online performance-based marketing company that leverages our unique fan activation solutions to generate and deliver high-quality leads to our U.S. sportsbook and global casino gaming partners. SHOES FOR CREWS: Hits Chapter 11 Bankruptcy to Sell Business ------------------------------------------------------------ Shoes For Crews, a maker of slip-resistant footwear, has filed with its affiliates voluntary petitions for Chapter 11 relief in the United States Bankruptcy Court for the District of Delaware contemplating to hand over the business to its lenders, absent higher and better offers. Shoes for Crews plans to enter a stalking horse asset purchase agreement to sell the business in a deal that would enable the company to keep operating under a new owner and would allow for the investment into global markets. CCMP Capital Advisors, LP, the company's primary equity sponsor, supported the process along with other stakeholders. The goal is to complete the process in two months. President and chief executive officer of Shoes For Crews Donald Watros said in a statement that the process will help the company "continue investing in our industry-leading products and delivering for our valued customers well into the future." "We are confident that with a stronger balance sheet and the strong support of new ownership, Shoes For Crews will be on track to continue in our mission of creating a safer workplace by continuing to develop and provide the leading slip-resistant footwear to bring every employee home safely," he said. Shoes for Crews has also entered a deal to receive $30 million of debtor-in-possession to help the company's manufacturing and distribution operations continue to function during the bankruptcy process. 340 Employees Founded in 1984, the Debtors, together with their non-Debtor subsidiaries are the leading manufacturer and business-to-business brand of slip resistant footwear and other safety products for employers, employees, and individual consumers. The Company has a highly diverse and loyal customer base, including restaurants, supermarkets, hotels, casinos, manufacturers, healthcare institutions, and food service companies, as well as directly to end users. The Company offers its customers purpose-built branded and proprietary private label products at competitive prices that use patented outsole technology to prevent fall-related workplace injuries. The Company is headquartered in Boca Raton, Florida and employs approximately 340 individuals. The Company services over 30,000 corporate accounts spread across a highly diverse customer base, with no single account representing more than 3% of the Company's revenue. The Company sells approximately four million pairs of shoes annually, including to 95 of the top 100 U.S.-based restaurant brands. In addition, the Company owns over 40 unique patents, is currently growing its business through Amazon, and uses over 500,000 square feet of total distribution capacity. Adverse Trends Christopher Sim, CFO of the Company, explained in the First Day Declaration that even before the emergence of COVID-19, as was the case for many other retail companies, the Debtors were under significant pressure from adverse macro-trends, including increased competition among online retailers that have less leveraged capital structures and greater economies of scale. These adversities were compounded by the disruption caused by COVID-19, which upended the hospitality industry and changed consumers' and businesses' spending behaviors virtually overnight. Recently, the Debtors have faced extreme inflationary pressure on the costs of goods and labor. This combination of factors, together with the debt service obligations on their funded debt, have precipitated the Debtors’ current liquidity crisis. Recognizing the need for a long-term solution, the Debtors retained Ropes & Gray LLP as restructuring legal counsel and Solomon Partners Securities, LLC as investment banker in mid-2023 to explore strategic alternatives, including a sale to a third-party buyer and a debt-for-equity exchange. More recently, the Debtors retained Berkeley Research Group, LLC as financial advisor. In the months leading up to these chapter 11 cases, the Debtors proactively engaged with their secured creditors with the goal of developing and ultimately implementing a strategic transaction or transactions that would de-lever the Debtors' balance sheet and provide incremental liquidity to fund the Debtors' operations. During this time, however, the Debtors continued to face severe liquidity pressure as a result of the combination of declining sales, falling inventory levels, tightening of trade terms, and ongoing debt service obligations. Further, the Debtors, with the assistance of Solomon, have been actively seeking to develop strategic alternatives, including by soliciting bids for substantially all of the Debtors' assets, both from third parties and their existing secured lenders. The Debtors are in fact actively engaged with their first lien lenders on the terms of a credit bid asset purchase agreement for their operations as a going concern. With the assistance of their advisors, the Debtors are actively working to finalize and document that proposed transaction in the very near term and anticipate filing a motion for court approval of bidding procedures in the next five days. The Debtors are therefore commencing the chapter 11 cases to implement the strategic transactions contemplated in the restructuring support agreement, including through the sale of the Debtors' assets, prior to the upcoming maturities under the Debtors' prepetition loan documents, and with the benefit of $30 million in financing to ensure continued operations in the ordinary course pending the outcome of the sales process About Shoes for Crews Shoes For Crews -- https://www.shoesforcrews.com/ -- has been the trusted leader in safety footwear to foodservice, hospitality, healthcare and industrial employees for over 30 years. Shoes for Crews was founded in 1984 as a solution to the prevalence of slip and fall injuries in the workplace. The company owns proprietary brands like Shoes For Crews, Ace Work Boots, Mozo and Lila and also partners with top footwear brands that feature its slip-resistant outsole technology, such as New Balance, Dockers, Dansko, DeWalt, Cole Haan, Puma and Carolina Boots. Shoes For Crews and its affiliates sought Chapter 11 protection on April 1, 2024. The lead case is In re Never Slip TopCo, Inc. (Bankr. D. Del. Lead Case No. 24-10664). The company has retained Ropes & Gray LLP and Chipman Brown Cicero & Cole, LLP as legal advisors, Berkeley Research Group, LLC, as financial advisor, Solomon Partners Securities, LLC as investment banker and C Street Advisory Group as strategic communications advisor. Omni Agent Solutions is the claims agent. SNG INVESTMENTS: Case Summary & Two Unsecured Creditors ------------------------------------------------------- Debtor: SNG Investments and Properties LLC 4213 Bastrop Houston, TX 77004 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-31513 Judge: Hon. Jeffrey P Norman Debtor's Counsel: James Q. Pope, Esq. THE POPE LAW FIRM 6161 Savoy Drive 1125 Houston TX 77036 Tel: (713) 449-4481 Email: jamesp@thepopelawfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brandon Sam as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PG7JRSI/SNG_Investments_and_Properties__txsbke-24-31513__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Two Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Frost Bank Credit Card $151,633 Humble Financial Center PO Box 1600 San Antonio, TX 78296 2. PNC Bank, National Association Loan $18,000 Attn: Bankruptcy Dept. 3232 Newmark Drive Miamisburg, OH 91110-2929 SPLASH BEVERAGE: Rose, Snyder & Jacobs Raises Going Concern Doubt ----------------------------------------------------------------- Splash Beverage 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 Rose, Snyder & Jacobs 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 29, 2024, Encino, Calif.-based Rose, Snyder & Jacobs said, "The Company suffered recurring losses from operations and has an accumulated deficit and a working capital deficiency that raise substantial doubt about its ability to continue as a going concern." As of March 29, 2024, the Company has incurred significant losses from operations and has experienced negative cash flows from operating activities. Additionally, the Company's current liabilities exceed its current assets, and it has a working capital deficit. The Company has experienced recurring losses from operations and negative cash flows from operating activities. It expects to continue to incur significant expenses related to its ongoing operations and generate operating losses for the foreseeable future. The size of the Company's losses will depend, in part, on the rate of future expenditures, its ability to execute on its acquisition strategy and its ability to generate revenues. The Company incurred a net loss of $21 million for the year ended December 31, 2023. The Company's accumulated deficit increased to $133.3 million as of December 31, 2023, compared to the prior year's deficit of $112.3 million. As of December 31, 2023, the Company had $9.9 million in total assets, $15.5 million in total liabilities, and $5.6 million in total stockholders' deficit. Management's plans in regard to these matters include actions to sustain the Company's operations, such as seeking additional funding to meet its obligations and implement its business plan. However, there is no assurance that the Company will be successful in implementing its plans or in raising additional funds. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/4xcdndvc About Splash Beverage Group Fort Lauderdale, FL-based Splash Beverage Group, Inc. is a portfolio company managing multiple brands across several growth segments within the consumer beverage industry. Splash has built organizational capabilities and an infrastructure enabling it to incubate and/or acquire brands with the intention of efficiently accelerating them to higher volume and sales revenue. SRS DISTRIBUTION: S&P Places 'B-' ICR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings placed all its ratings on U.S.-based roofing distributor SRS Distribution Inc., including its 'B-' issuer credit rating, on CreditWatch with positive implications. S&P plans to resolve the CreditWatch placement or discontinue its ratings on SRS once the acquisition closes, which it anticipates will occur by the end of Home Depot's fiscal 2024. SRS announced it has agreed to be acquired by home improvement retailer Home Depot Inc. for a total enterprise value (including net debt) of $18.25 billion, including its outstanding debt. The placement of the ratings on CreditWatch with positive implications indicates the proposed transaction could potentially benefit SRS's credit quality since it is being acquired by a much larger and higher-rated company. On a stand-alone basis, we expect SRS to continue operating with favorable credit measures on the back of strong sales price realization and stable demand from key end markets. S&P said, "As such, we expect SRS to maintain credit measures that support the current rating, with adjusted debt to EBITDA of about 5.5x. We expect full-year earnings to reflect flat to low-single-digit organic revenue growth as demand continues to soften and consumer spending decreases through the rest of the year. We also expect EBITDA margins to be maintained in the 11.5%-12% range over the period. We believe this could result in S&P Global Ratings-adjusted debt to EBITDA at the lower end, or possibly even under, the 5x-5.5x range in 2024 and 2025." S&P said, "We expect to resolve the CreditWatch placement once the transaction closes, expected by fiscal year-end 2024. We will likely discontinue our ratings if SRS's debt is retired. Alternatively, we could raise our ratings if its debt remains outstanding." SRS distributes residential and commercial roofing products, complementary building materials, irrigation and landscape supplies, and pool and spa supplies through over 760 branches located throughout the continental U.S. and Hawaii, which operate under regional and local trade names. Each operating location has a distribution center, material handling and delivery equipment, and inventory. The company is majority owned by the private-equity firms Leonard Green & Partners L.P. and Berkshire Partners LLC. STATE FARM: A.M. Best Cuts Financial Strength Rating to B(Fair) --------------------------------------------------------------- AM Best has downgraded the Financial Strength Rating (FSR) to B (Fair) from A (Excellent) and the Long-Term Issuer Credit Rating (Long-Term ICR) to "bb+" (Fair) from "a" (Excellent) of State Farm General Insurance Company (State Farm General) (Bloomington, IL). The outlook of the FSR has been revised to stable from negative, while the outlook of the Long-Term ICR is negative. The Credit Ratings (ratings) reflect State Farm General's balance sheet strength, which AM Best assesses as weak, as well as its marginal operating performance, neutral business profile and appropriate enterprise risk management (ERM). The ratings also reflect lift, as defined within Best's Credit Rating Methodology, from its parent, State Farm Mutual Automobile Insurance Company. The rating downgrades reflect continued deterioration in State Farm General's policyholder surplus at Dec. 31, 2023, which resulted in a corresponding decline in overall risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR), and weakening balance sheet metrics. A contributing factor to this decline was sharp increases in claim severity affecting the company's umbrella and commercial multi-peril lines of business. The continuation of the negative outlook on the Long-Term ICR reflects the uncertainty of the company's ability to stabilize and strengthen its risk-adjusted capitalization given ongoing challenges regarding profitability and internal capital generation, trending adverse reserve development occurring on prior accident years, and the challenging regulatory environment within California's marketplace that have constrained the ability of State Farm General (as well as its industry peers) to increase premium rates in a timely fashion. While management is taking corrective actions to stabilize its balance sheet strength, these actions will need time to gain positive traction over the intermediate term. SUITED CONNECTOR: BlackRock DLC Marks $1.3MM Loan at 34% Off ------------------------------------------------------------ BlackRock Direct Lending Corp has marked its $1,396,527 loan extended to Suited Connector, LLC to market at $916,122 or 66% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock DLC's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock DLC is a participant in a First Lien Term Loan to Suited Connector, LLC. The loan accrues interest at a rate of 13.57% (SOFR (Q) + 6.20% Cash + 2.00% Payment In Kind, 1% Floor) per annum. The loan matures on December 1, 2027. BlackRock Direct Lending Corp. is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020. Suited Connector, LLC, doing business as MORTGAGE.INFO, is a mortgage lender matching company. SUITED CONNECTOR: BlackRock DLC Marks $224,881 Loan at 34% Off -------------------------------------------------------------- BlackRock Direct Lending Corp has marked its $224,881 loan extended to Suited Connector, LLC to market at $147,522 or 66% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock DLC's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock DLC is a participant in a Senior Secured Revolver Loan to Suited Connector, LLC. The loan accrues interest at a rate of 13.58% (SOFR (Q) + 6.20% Cash + 2.00% Payment In Kind, 1% Floor) per annum. The loan matures on December 1, 2027. BlackRock Direct Lending Corp. is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020. Suited Connector, LLC, doing business as MORTGAGE.INFO, is a mortgage lender matching company. SUPOR PROPERTIES: Case Summary & Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Supor Properties Enterprises LLC 433 Bergen Avenue Kearny, NJ 07032 Business Description: The Debtors are Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court District of New Jersey Nine affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Supor Properties Enterprises LLC 24-13427 J Supor 136-1 Realty LLC 24-13428 Supor-172 Realty LLC 24-13429 Supor Properties Breiderhoft LLC 24-13430 Supor Properties Devon LLC 24-13431 Shore Properties Associates North LLC 24-13432 Supor Properties 600 Urban Renewal, LLC 24-13433 JS Realty Properties, LLC 24-13434 Supor Properties Harrison Avenue LLC 24-13435 Judge: Hon. Stacey L. Meisel Debtors' Bankruptcy Counsel: Michael E. Holt, Esq. FORMAN HOLT 365 Passaic Street, Suite 400 Rochelle Park, NJ 07662 Tel: (201) 845-1000 Email: mholt@formanlaw.com Debtors' Special Counsel: K&L GATES LLC Supor Properties Enterprises' Estimated Assets: $100 million to $500 million Supor Properties Enterprises' Estimated Liabilities: $50 million to $100 million J Supor 136-1 Realty's Estimated Assets: $1 million to $10 million J Supor 136-1 Realty's Estimated Liabilities: $50 million to $100 million Supor-172 Realty's Estimated Assets: $1 million to $10 million Supor-172 Realty's Estimated Liabilities: $50 million to $100 million Supor Properties Breiderhoft's Estimated Assets: $10 million to $50 million Supor Properties Breiderhoft's Estimated Liabilities: $10 million to $50 million Supor Properties Devon's Estimated Assets: $10 million to $50 million Supor Properties Devon's Estimated Liabilities: $50 million to $100 million Shore Properties Associates' Estimated Assets: $1 million to $10 million Shore Properties Associates' Estimated Liabilities: $1 million to $10 million Supor Properties 600's Estimated Assets: $10 million to $50 million Supor Properties 600's Estimated Liabilities: $50 million to $100 million JS Realty Properties' Estimated Assets: $50 million to $100 million JS Realty Properties' Estimated Liabilities: $0 to $50,000 Supor Properties Harrison's Estimated Assets: $10 million to $50 million Supor Properties Harrison's Estimated Liabilities: $50 million to $100 million The petitions were signed by Joseph Supor III as authorized member. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RLPWFIA/Supor_Properties_Enterprises_LLC__njbke-24-13427__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/2VK2M6I/J_Supor_136-1_Realty_LLC__njbke-24-13428__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/DORUIYA/Supor-172_Realty_LLC__njbke-24-13429__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/DKZYGMY/Supor_Properties_Breiderhoft_LLC__njbke-24-13430__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/PI23V5Y/Supor_Properties_Devon_LLC__njbke-24-13431__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/PUVUPWY/Shore_Properties_Associates_North__njbke-24-13432__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/PSR3JGI/Supor_Properties_600_Urban_Renewal__njbke-24-13433__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/P53FQSA/JS_Realty_Properties_LLC__njbke-24-13434__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/GN4BORY/Supor_Properties_Harrison_Avenue__njbke-24-13435__0001.0.pdf?mcid=tGE4TAMA List of Supor Properties Enterprises' Seven Unsecured Creditors: Entity Nature of Claim Claim Amount 1. PSE&G $848 80 Park Place Newark, NJ 07102 2. NJ Dept of Environmental $660 Protection Mail Code: 401--6L PO Box 0420 Trenton, NJ 08625-0420 3. Verizon $578 500 Technology Drive, Suite 550 Weldon Spring, MO 63304 4. M & J Comprelli, LLC $0 63 Tiffany Drive East Hanover, NJ 07936 5. Railworks Track Services $0 600 Meadowlands Parkway, Suite 265 Secaucus, NJ 07094 List of Supor Properties Breiderhoft's Five Unsecured Creditors: Entity Nature of Claim Claim Amount 1. PSE&G $9,211 80 Park Place Newark, NJ 07102 2. City Fire Equipment $1,680 733 Ridgedale Avenue East Hanover, NJ 07936 3. Veolia Water $426 Contract Operations USA Inc 69 DeVoe Place Hackensack, NJ 07601 4. I.B. Abel, Inc. $0 2745 Black Bridge Road York, PA 17406 5. Stalwart Productions LLC $0 2425 Olympic Boulevard Santa Monica, CA 90404 List of Supor Properties Devon's Four Unsecured Creditors: Entity Nature of Claim Claim Amount 1. 1000 Frank E. Rodgers 1 LLC $48,000,000 520 Madison Avenue, Suite 3501 New York, NY 10022 2. Town of Kearny $3,930 402 Kearny Ave Kearny, NJ 07032 3. Montana Construction Corp. Inc. $0 201 Devon Place Kearny, NJ 07032 4. Riggs Distler & Company, Inc. $0 4 Esterbrook Lane Cherry Hill, NJ 08003 List of Supor Properties 600's Three Unsecured Creditors: Entity Nature of Claim Claim Amount 1. 1000 Frank E. $37,500,000 Rodgers 1 LLC 520 Madison Avenue, Suite 3501 New York, NY 10022 2. Town of Harrison $27,243 318 Harrison Avenue Harrison, NJ 07029 3. Ideanomics Inc. $0 1441 Broadway, Suite 5116 New York, NY 10018 List of JS Realty Properties' Three Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Verizon $19,658 500 Technology Drive Weldon Spring, MO 63304 2. Machinery Values, Inc. $0 500 Supor Boulevard Harrison, NJ 07029 2. Skanska Traylor $0 PNB Joint Venture 75-20 Astoria Boulevard Suite 200 East Elmhurst, NY 11370 List of Supor Properties Harrison's Three Unsecured Creditors: Entity Nature of Claim Claim Amount 1. 1000 Frank E. $42,500,000 Rodgers 1 LLC 520 Madison Avenue, Suite 3501 New York, NY 10022 2. Town of Harrison $11,824 318 Harrison Avenue Harrison, NJ 07029 3. Dominate Food $0 Service II, L.L.C. 1600 Route 22, Suite 100 Union, NJ 07083 THERAPEUTICS MD: Berkowitz Pollack Brant Raises Going Concern Doubt ------------------------------------------------------------------- TherapeuticsMD, 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 Berkowitz Pollack Brant, Advisors + CPAs, 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 29, 2024, West Palm Beach, FL-based Berkowitz Pollack Brant, Advisors + CPAs said, "The recent change in operations and negative cash flow position along with other conditions, raise substantial doubt about the Company's ability to continue as a going concern." In the past, the Company has incurred recurring net losses, including net losses of $10.3 million and $172.4 million for 2023 and 2021, respectively. In 2022, the Company recognized net income of $112 million due to the net proceeds from the Mayne Transaction and vitaCare divestiture exceeding its costs and expenses. The Company utilized most of the net proceeds to repay borrowings and redeem its preferred stock. As of December 31, 2023, the Company's stockholders' equity was $29.3 million. The Company has funded its operations to date primarily from public and private sales of equity and private sales of debt securities. The Company may incur substantial additional losses over the next few years because of costs associated with the winddown of its historical business as well as the ongoing costs of being a public company. As a result, the Company may not maintain or increase profitability. If it continues to incur substantial losses, because the royalties of its products are insufficient or otherwise, and are unable to secure additional financing, the Company could be forced to discontinue or curtail its business operations, merge, consolidate, or combine with a company with greater financial resources in a transaction that might be unfavorable to the Company. As of December 31, 2023, the Company had $43.3 million in total assets, $14 million in total liabilities, and $29.3 million in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/e6xedt7n About TherapeuticsMD Inc. TherapeuticsMD was previously a women's healthcare company with a mission of creating and commercializing innovative products to support the lifespan of women from pregnancy prevention through menopause. In December 2022, the Company changed its business to become a pharmaceutical royalty company, primarily collecting royalties from its licensees. The Company is no longer engaging in research and development or commercial operations. THREE SISTERS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Three Sisters Transport, LLC 2874 Lylewood Rd. Woodlawn, TN 37191 Business Description: The Debtor has been operating in the truck business since 2010 hauling freight throughout the US and Canada. Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 24-01133 Judge: Hon. Charles M. Walker Debtor's Counsel: Marc Buchman, Esq. MANIER & HEROD PC 1201 Demonbreun Street Suite 900 Nashville, TN 37203 Tel: (615)742-9344 Email: mbuchman@manierherod.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mihail "Mike" Vasilev as authorized representative of the Debtor. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WJMYJBA/Three_Sisters_Transport_LLC__tnmbke-24-01133__0001.0.pdf?mcid=tGE4TAMA THREE STAR: Hires Law Offices of Craig M. Geno PLLC as Counsel -------------------------------------------------------------- Three Star Farms, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Law Offices of Craig M. Geno, PLLC as counsel. The firm will provide these services: a. advise and consult with the Debtor-in-Possession regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor-in-Possession; b. evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; c. appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contracts, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; e. advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning Debtor which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of Debtor as they become necessary in this proceeding. The firm will be paid at these rates: Craig M. Geno $450 per hour Associates $275 per hour Paralegals $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig M. Geno, Esq., a partner at Law Offices of Craig M. Geno, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 427-0048 About Three Star Farms, LLC Three Star Farms, LLC in Finger, TN, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tenn. Case No. 24-21085) on March 7, 2024, listing $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Ryan Wenzel as managing member, signed the petition. Judge Denise E. Barnett oversees the case. LAW OFFICES OF CRAIG M. GENO, PLLC, and PAYNE LAW FIRM, serve as the Debtor's legal counsels. THREE STAR: Seeks to Hire Payne Law Firm as Co-Counsel ------------------------------------------------------ Three Star Farms, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Payne Law Firm as co-counsel. The firm will provide these services: a. advise and consult with the Debtor-in-Possession regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor-in-possession; b. evaluate and attack claims of various creditors who may assert security interest in the assets and who may seek to disturb the continuing operation of the business; c. appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs state of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contract, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; e. advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning Debtor which arise out of order follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of Debtor as they become necessary in this proceeding. The firm will be paid at these rates: Jerome C. Payne $400 per hour Associates $200 per hour Paralegals $150 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jerome C. Payne, Esq., a partner at Payne Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jerome C. Payne, Esq. Payne Law Firm 3525 Ridge Meadow Parkway Suite 100 Memphis, TN 38115 Telephone: (901) 794-0884 About Three Star Farms, LLC Three Star Farms, LLC in Finger, TN, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tenn. Case No. 24-21085) on March 7, 2024, listing $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Ryan Wenzel as managing member, signed the petition. Judge Denise E. Barnett oversees the case. LAW OFFICES OF CRAIG M. GENO, PLLC, and PAYNE LAW FIRM, serve as the Debtor's legal counsels. TREASURES AND GEMS: Case Summary & Seven Unsecured Creditors ------------------------------------------------------------ Debtor: Treasures and Gems, Ltd. 250 East 90th Street aka 1739 2nd Avenue New York, NY 10128 Business Description: The Debtor owns a 5-story, mixed use rent stabilized building consisting of 12 rental units (8 residential and 4 retail) valued at $8.8 million. Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10570 Debtor's Counsel: Eric J. Snyder, Esdq. WILK AUSLANDER LLP 825 Eight Avenue Suite 2900 New York, NY 10019 Tel: 212-981-2300 E-mail: esnyder@wilkauslander.com Total Assets: $9,700,000 Total Liabilities: $4,479,735 The petition was signed by David M. Repetto as president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6DHSE5Q/Treasures_and_Gems_Ltd__nysbke-24-10570__0001.0.pdf?mcid=tGE4TAMA TURKEY LEG: Brendon Singh of Tran Singh Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 7 appointed Brendon Singh, Esq., at Tran Singh, LLP as Subchapter V trustee for The Turkey Leg Hut & Company, LLC. Mr. Singh will be paid an hourly fee of $500 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Singh declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brendon Singh, Esq. Tran Singh, LLP 2502 LA Branch Street Houston, TX 77004 Phone: 832-975-7300 Fax: 832-975-7301 Email: bsingh@ts-llp.com About The Turkey Leg Hut & Company The Turkey Leg Hut & Company, LLC is a Houston-based restaurant specializing in turkey legs. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-31275) on March 26, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Judge Eduardo V. Rodriguez presides over the case. James Q. Pope, Esq., at The Pope Law Firm represents the Debtor as bankruptcy counsel. U.S. CREDIT: Trustee Hires Huron Consulting as Financial Advisor ---------------------------------------------------------------- Stephen B. Darr, the Trustee for U.S. Credit, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Huron Consulting Services LLC as financial advisor. The firm will analyze information relevant to the Debtor's operations, finances, and movement of assets to further assist in the Trustee's management and investigation of the Debtor's affairs. The firm will also provide investigation and forensic analysis to assist in prosecuting any claims that the estate may have. The firm will be paid at these rates: Managing Director $1,025 to $1,400 per hour Senior Director $975 to $975 per hour Director $750 to $850 per hour Manger $650 to $650 per hour Associate $550 to $550 per hour Analyst $450 to $450 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy J. Martin, a partner at Huron Consulting Services LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Timothy J. Martin Huron Consulting Services LLC 92 Hayden Avenue, Lexington, MA 02421-7951 Telephone: (781) 652-7200 Facsimile: (781) 652-7202 About U.S. Credit U.S. Credit, Inc. develops and administers custom lending programs for large retailers, point-of-sale platforms and educational institutions. U.S. Credit filed its Chapter 11 petition (Bankr. D. Mass. Case No. 24-10058) on Jan. 12, 2024. In the petition signed by its chief executive officer Stephen Galvin, the Debtor reported $10 million to $50 million in both assets and liabilities. Judge Janet E. Bostwick presides over the case. The Debtor tapped Charles R. Bennett, Jr., Esq. at Murphy & King, PC as legal counsel and Mid-Market Management Group as financial advisor. The U.S. Trustee for Region 1 appointed an official committee of unsecured creditors in this Chapter 11 case. The committee tapped Dentons Bingham Greenebaum, LLP as its legal counsel. URBAN EMPIRE: Creditors to Get Proceeds From Liquidation -------------------------------------------------------- Urban Empire, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Subchapter V Plan of Liquidation dated March 28, 2024. Prior to the Petition Date, the Debtor operated an e-commerce service business through the Amazon platform for the benefit of its customers throughout the United States. As an e-commerce service business the Debtor offered 3 categories of services to its customers. The first category of services offered was the utilization of the Debtor's proprietary method and wholesale network to research potential e-commerce products appropriate for sale through its customers e-commerce Amazon store front. The second category of services offered was the Debtor's creation and maintenance of a customer's Amazon store by (i) acquiring an Amazon store for the customer; (ii) configuring the Amazon store; (iii) establishing the necessary supplier business relationships; and (iv) configuring the front and back-end systems required to implement and operate the Amazon store. The third category of services offered was the Debtor's maintenance of a customer's already existing Amazon store. Starting in or around October 23, 2023, the Debtor became aware that it had been the victim of massive fraud from one of its distributors, Vantage, that deprived the Debtor of cash and inventory in excess of $500,000.00. Around the same time, the Debtor also came to learn that (i) one of the Debtor's vendors, Gain Management, sold non-conforming aged Amazon accounts to the Debtor for several of its customers; and (ii) another one of the Debtor's distributors, AC Evolution, was unwilling to deliver more than $130,000.00 worth of college textbooks purchased by the Debtor. These three events, left the Debtor with no working capital forcing it to lay off 85% of its workforce while winding down its business operations. While winding down its business operations, the Debtor began to become inundated with threats of lawsuits, both individual and class actions, from the Debtor's customers who sought redress for the events highlighted above that impacted their businesses. While the Debtor strongly disputes liability, it saw that if it was forced to litigate the Debtor's ability to maximize recoveries for its customers would be detrimentally impacted. As a result, the Debtor filed its Chapter 11 Case to orderly liquidate its assets, pursue claims against Vantage, Gain Management, and AC Evolution, and maximize recoveries for its creditors. The Plan provides for the liquidation of the Debtor's assets in this Chapter 11 Case with all proceeds from the liquidation of the Debtor's assets to be distributed to the Debtor's creditors. The Plan further provides for, inter alia, the establishment of a trust for the sole and exclusive benefit of the Debtor's creditors to implement the terms of the Plan and make disbursements in accordance therewith. Importantly, the Plan provides for the commitment of (i) non exempt assets of the Debtor's principal to the Plan and (ii) continued unpaid employment of the Debtor's principal until the Plan is substantially consummated, in exchange for a bar order in favor of the Debtor's principal. If the Debtor's commitments are not approved in exchange for a bar order, the Plan would need to be materially revised. Accordingly, approval of a bar order in favor of the Debtor's principal is a condition precedent to confirmation of the Plan. Class 2 consists of the holders of Allowed General Unsecured Claims whose claims are estimated to be less than $2,000,000.00 against the Debtor. Each holder of a Class 2 Allowed Claim shall receive pro rata payment from the sale of Assets. The disbursements from the proceeds from the sale of Assets shall be made on the First Disbursement Date and on each disbursement date thereafter. Class 2 is Impaired, and holders of Allowed Unsecured Claims are entitled to vote to accept or reject the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Holders of Class 2 Claims are not expected to be paid in full; however, holders of Class 2 Claims are expected to receive a recovery under the Plan. Therefore, holders of Allowed Unsecured Claims are entitled to vote to accept or reject the Plan, and the votes of such holders will be solicited. Class 3 consists of the holders of Existing Equity Interests against the Debtor. The Debtor does not expect that there will be any funds available for holders of Existing Equity Interests. On the Effective Date, all Existing Equity Interests shall be cancelled. Each such holder thereof shall neither receive nor retain any property of the Estate or direct interest in property of the Estate on account of such existing Equity Interest. The Plan and Liquidating Trust shall fund disbursements and satisfy applicable Allowed Claims under the Plan using: (a) Cash on hand; (b) Cash from Net Proceeds of Total Assets; and (c) Cash from Wind Down Account; provided, that the Cash proceeds of the Wind Down Account shall first be used to pay Administrative Expense Claims; provided, further, that any funds remaining in the Wind Down Account at the Effective Date shall be distributed by the Liquidating Trustee in accordance with the Plan and the Liquidating Trust Agreement. A full-text copy of the Subchapter V Plan dated March 28, 2024 is available at https://urlcurt.com/u?l=PQwnc2 from PacerMonitor.com at no charge. Attorney for the Debtor: Bart A. Houston, Esq. HOUSTON RODERMAN, PLLC 633 S. Andrews Avenue, Suite 500 Fort Lauderdale, FL 33301 Tel: (954) 900-2615 Email: bhouston@thehoustonfirm.com About Urban Empire Urban Empire, LLC, a company in Fort Lauderdale, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20876) on December 29, 2023, with $1 million to $10 million in both assets and liabilities. Jaykaran Kambo, manager, signed the petition. Judge Scott M. Grossman oversees the case. Bart Houston, Esq., at Houston Roderman, PLLC, is the Debtor's legal counsel. VANGUARD MEDICAL: Stephen Gray Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 1 appointed Stephen Gray of Gray & Company, LLC as Subchapter V trustee for Vanguard Medical, LLC. Mr. Gray will be paid an hourly fee of $900 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Gray declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Stephen S. Gray Gray & Company, LLC 207 Union Wharf Boston, MA 02109 (617) 875-6404 Email: ssg@grayandcompanyllc.com About Vanguard Medical Vanguard Medical, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-10561) on March 25, 2024, with up to $10 million in both assets and liabilities. Judge Janet E. Bostwick oversees the case. Tamposi Law Group, PC and Ascendant Law Group, LLC represent the Debtor as counsel. VEEAM: Moody's Lowers First Lien Sr. Secured Debt Rating to B2 -------------------------------------------------------------- Moody's Ratings affirmed VS Buyer, LLC (Veeam)'s B2 Corporate Family Rating and B2-PD Probability of Default Rating. Moody's also downgraded Veeam's first lien senior secured debt rating to B2 from B1. The downgrade is driven by the company's proposed increase in first lien debt to repay the outstanding junior debt (Seller Notes). Concurrently, Moody's assigned a B2 rating to the upsized first lien term loan and revolving credit facilities. The B2 rating on the first lien debt is at the same level as the CFR reflecting that the first lien debt will comprise substantially all the debt in the capital structure. The outlook is stable. RATINGS RATIONALE The refinancing, which is leverage neutral, replaces the high coupon pay-in-kind (PIK) Seller Notes with cash pay (but lower coupon) first lien debt. As a result cash flow will be moderately weakened but the company will replace a rapidly increasing debt balance due to the PIK feature on the Seller Notes. While Veeam has been growing at double digit rates, the quickly increasing balance of the Seller Notes has been limiting the company's ability to de-lever. Debt to EBITDA (inclusive of Moody's standard adjustments) is just under 7x excluding certain relocation and other expenses but around 7.7x inclusive of those costs based on December 2023 trailing results. Free cash flow to debt was approximately 1% for the same period. However, Veeam's cash flow benefited from the PIK nature of the holding company seller notes in 2023. Pro forma for the proposed transaction, free cash flow would have been modestly negative. Free cash flow has been particularly impacted by costs associated with relocation of certain operations. Moody's expects free cash flow will be positive over the next 12-18 months as revenue grows and relocation costs wind down offset partially by the increase in cash interest costs as a result of the increased first lien debt. The affirmation of Veeam's B2 CFR primarily reflects the company's high leverage mitigated by a leading market position in the backup and recovery software market and strong growth profile. Veeam has built a particularly strong position as a provider of backup and recovery software for virtualized environments. Moody's expects the company will grow revenue in the mid to high single digit rates over the next 12-18 months driven by growing demand for sophisticated back-up and recovery software to support the tremendous growth in data, the complexity of managing data across on-premise, cloud, multi-cloud and hybrid environments as well as growth in compliance and security requirements. Backup and recovery software continues to be a core component of ransomware protection. The stable outlook reflects Moody's expectation of mid-to-high single digit revenue growth with leverage improving toward low to mid 6x range over the next 12-18 months. Veeam's liquidity is very good, with an estimated $324 million of cash and cash equivalents as of December 31, 2023, an undrawn $250 million revolver, and Moody's expectation of over $50 million of annual free cash flow over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Veeam to maintains its strong growth profile, strong liquidity, leverage is sustained below 6x (and 5x on a cash EBITDA basis) and free cash flow to debt is sustained above 10%. The ratings could be downgraded if operating performance slows materially, market share deteriorates, leverage exceeds 7.5x (and 6.5x on a cash EBITDA basis) or free cash flow debt remains below 3% on other than a temporary basis. Veeam Software is a leading provider of backup and recovery software for SMB, mid-market, and increasingly, enterprise customers. VS Buyer LLC, the owner of Veeam and the borrower of the senior secured credit facilities, is a Delaware corporation. The company is controlled by the private equity firm Insight Partners. The company generated approximately $1.5 billion in adjusted revenue for the fiscal year ended December 31, 2023. The principal methodology used in these ratings was Software published in June 2022. VIEW INC: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------- Lead Debtor: View, Inc. f/k/a CF Finance Acquisition Corp. II 6280 America Center Drive, Suite 200 San Jose, CA 95002 Business Description: View Inc. and its debtor and non-debtor affiliates design, manufacture, and provides electrochromic or smart glass panels to which they add a 1 micrometer (~1/100th the thickness of human hair) proprietary electrochromic coating. These smart glass panels, in combination with View's proprietary network infrastructure, software and algorithms, intelligently adjust in response to the sun by tinting from clear to dark states, and vice versa, to minimize heat and glare without ever blocking the view. Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court District of Delaware Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- View, Inc. (Lead Case) 24-10692 View Operating Corporation 24-10693 Iotium, Inc 24-10694 Judge: Hon. Judge Craig T. Goldblatt Debtors' Restructuring & Bankruptcy Counsel: Patrick J. Reilley, Esq. Stacy L. Newman, Esq. Michael E. Fitzpatrick, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: (302) 652-3131 Fax: (302) 652-3117 E-mail: preilley@coleschotz.com snewman@coleschotz.com mfitzpatrick@coleschotz.com - and - Michael D. Sirota, Esq. David M. Bass, Esq. Daniel J. Harris, Esq. Matteo Percontino, Esq. Court Plaza North 25 Main Street Hackensack, NJ 07601 Tel: (201) 489-3000 Fax: (201) 489-1536 E-mail: msirota@coleschotz.com dbass@coleschotz.com dharris@coleschotz.com mpercontino@coleschotz.com - and - Bryant Churbuck, Esq. 1325 Avenue of the Americas, 19th Floor New York, NY 10010 Tel: (212) 752-8000 Fax: (212) 752-8393 E-mail: bchurbuck@coleschotz.com Debtors' Investment Banker and Financial & Restructuring Adviser: SOLIC CAPITAL ADVISORS, LLC AND SOLIC CAPITAL, LLC 50 North Wacker Drive Suite 2120 Chicago, IL 60606 https://www.soliccapital.com Phone: 847.583.1618 Debtors' Notice, Claims, Solicitation, Balloting & Administrative Agent: KROLL RESTRUCTURING ADMINISTRATION LLC Total Assets as of Sept. 30, 2023: $291,438,000 Total Debts as of Sept. 30, 2023: $359,376,000 The petitions were signed by William T. Krause as chief legal officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KGWHZYA/View_Inc__debke-24-10692__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/RHMFVCQ/View_Operating_Corporation__debke-24-10693__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/RA6GFHY/IOTIUM_Inc__debke-24-10694__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Wilmington Trust, National Unsecured Notes $222,258,316 Association as trustee Attn: Doris Meister, CEO, Robert C. Fiedler, Vice President and Counsel 1100 N. Market Street Wilmington, DE 19890 PHONE: 302‐651‐1000 EMAIL: dmeister@wilmingtontrust.com 2. Momentum Glass Trade Claim $2,513,529 Attn: Omar Maalouf, Chief Executive Officer 25825 Aldine Westfield Spring, TX 77373 PHONE: 281‐809‐2830 EMAIL: billing@momentum‐glass.com 3. DeSoto County Tax Collector Property Tax $2,284,487 Attn: Joey Treadway, Tax Collector 365 Losher St, #110 Hernando, MS 38632 PHONE: 662‐469‐8030 EMAIL: lriley@desotocountyms.gov; joeytreadway@desotocountyms.go 4. Jefferson Fields, LLC Landlord $2,251,900 Attn: Roger Fields, Manager 2390 El Camino Real, #210 Palo Alto, CA 94306 PHONE: 650‐327‐2014 EMAIL: rfields@peninsulaland.com 5. Cherry Hill Glass Co., Inc. Trade Claim $1,914,776 Attn: Kevin O'Neill, President 20 Elm Street Branford, CT 06405 PHONE: 203‐483‐1717 EMAIL: jwetmore@cherryhillglass.com 6. Salesforce.com inc Trade Claim $1,138,952 Attn: Marc Benioff, Chief Executive Officer 415 Mission Street San Francisco, CA 94105 PHONE: 800‐664‐9073 EMAIL: pfairclough@salesforce.com 7. Alumaline Inc. Trade Claim $1,075,109 Attn: John Lombardi, Project Executive 25‐37 Francis Lewis Blvd Flushing, NY 11358 PHONE: 718‐747‐2150 EMAIL: jlombardi@alumalineinc.com 8. View the Space, Inc. Trade Claim $961,135 Attn: Nick Romito, Chief Executive Officer 1095 Avenue of the Americas, 14th Floor Boston, MA 2284‐4875 HONE: 844‐800‐7109 EMAIL: billing@vts.com 9. Mohawk Glass Trade Claim $796,846 Attn: Richard Ochoa III, Owner 13691 Preciado Avenue Chino, CA 91710 PHONE: 562‐236‐7359 EMAIL: richie@mohawkglasscompany.com 10. Harmon, Inc. Trade Claim $665,608 Attn: Troy Johnson, President 7900 Xerxes Avenue South, Suite 1800 Bloomington, MN 55431 PHONE: 952‐944‐5766 EMAIL: tjohnson@harmoninc.com; mteixeira@harmoninc.com 11. Weaver Austin Villeneuve & Professional $637,260 Sampson LLP Services Attn: Roger S. Sampson, Partner 555 12th Street, Ste 1700 Oakland, CA 94607 PHONE: 510‐663‐1100 EMAIL: rmiller@wavsip.com; RSampson@wavsip.com 12. ility.com, Inc. Trade Claim $623,542 Attn: Marcus Moufarrige, Founder and CEO One World Trade Center, Suite 8500 New York, NY 10007 PHONE: 212‐220‐8782 EMAIL: ns@ility.com; mmoufarrig@ility.com 13. Morrison & Foerster LLP Professional $573,897 Attn: Caitlin Sinclaire Blythe, Services Managing Partner 425 Market Street Los Angeles, CA 90074‐2335 PHONE: 415‐268‐7000 EMAIL: AVickery@mofo.com; cblythe@mofo.com 14. Azurelite Inc. Trade Claim $538,074 Attn: James Hennessey, Project Manager 2301 E. Gladwick Street Compton, CA 90220 PHONE: 562‐251‐1440 EMAIL: jmhennessey@azureliteinc.com 15. Pioneer Window Mfg. Corp. Trade Claim $512,525 Attn: Vincent Amato, CEO 6 Old Country Road, Suite 412 Garden City, NY 11530 PHONE: 516‐822‐7000 EMAIL: nick@pioneerwindows.com 16. Quanex IG Systems, Inc Trade Claim $492,064 Attn: George Wilson, President and CEO 388 South Main Street, Suite 700 Atlanta, GA 3353‐5445 PHONE: 219‐910‐1500 EMAIL: tina.bailey@quanex.com 17. Volex Inc Trade Claim $411,423 Attn: John Molloy, Chief Operating Officer 511 E San Ysidro Blvd, #509 San Ysidro, CA 92173 EMAIL: Valery.Balderas@volex.com 18. NALI Portfolio, LLC Landlord $350,769 Attn: President or General Counsel 54 W Madison, 4th Floor Chicago, IL 60602 EMAIL: Shondra.Ector@jll.com 19. IES Communications LLC Trade Claim $312,231 Attn: Matt Simmes, President 2801 S Fair Ln Tempe, AZ 85282 PHONE: 480‐379‐6200 EMAIL: chris.rossini@iescomm.com 20. Total Builder's Services LLC Trade Claim $298,733 Attn: Daniel Franco, President 9001 Wildflower Ln Kissimmee, FL 34747 EMAIL: totalbuilderservices@gmail.com 21. Centerline Communication LLC Trade Claim $287,839 Attn: Josh Delman, CEO 75 W. Center St. Suite 31 West Bridgewater, MA 02379 EMAIL: billing@clinellc.com 22. SINBON Electronics Co., Trade Claim $262,377 LTD Taipei Attn: Mr. Shao‐Hsin Wang, Chairman & Chief Executive Officer No. 889, Zhonghua Rd. Miaoli City, Miaoli, 360 Taiwan PHONE: +886‐2‐26989999 EMAIL: Viewpos@sinbontech.com 23. Rontec Facade Manufacturing Trade Claim $206,121 Sdn. Bhd Attn: President or General Counsel 17, Jalan Silc 2/7 KWS Perindustrian Silc Iskandar Putri, Johor 79100 Malaysia EMAIL: rtc.ranga@rontecfm.com 24. Mid‐South Facility Services LLC Trade Claim $190,494 Attn: Otis Hafford, Owner 13447 Fairview Rd Byhalia, MS 38611 EMAIL: anthony@mid‐southfs.com 25. SHI International Corp. Trade Claim $181,123 Attn: President or General Counsel 290 Davidson Avenue Dallas, TX 75395‐2121 PHONE: 888‐764‐8888 EMAIL: preston_trout@shi.com 26. TBP Converting Trade Claim $154,536 Attn: Peter Reardon, President 4 Thoms Drive, Suite 411 Phoenixville, PA 19460 PHONE: 800‐850‐3338 EMAIL: accounting@tbphilly.com 27. IT Outlet Inc. Trade Claim $143,040 Attn: Kevin Huber, Chief Executive Officer 701 E 52nd St. Sioux Falls, SD 57104 PHONE: 605‐275‐4193 EMAIL: april@itoutlet.com 28. Primeline Windows and Doors Inc. Trade Claim $141,392 Attn: Joe Iaccino, President 237 Queen's plate Drive Toronto, ON M9W 6Z7 Canada PHONE: 416‐739‐8500 EMAIL: tina@primelinewindows.com 29. Cargo Tours International Inc. Trade Claim $122,861 Attn: Joe Delli Carpini, President 167‐10 S. Conduit Avenue, Suite 106 Jamaica, NY 11434 PHONE: 718‐723‐2000 EMAIL: MSandolo@cargotours.com 30. Glassworks Unlimited Trade Claim $120,211 Attn: Tim Gerwatosky, Chief Executive Officer 1122 CR 2241 Greenville, TX 75402 EMAIL: barbara@millerglassworks.com WEWORK INC: Foresees $8-Bil. Rent Savings After Bankruptcy ---------------------------------------------------------- WeWork announced April 2, 2024, it has determined a final path forward at 90% of the locations in its global real estate portfolio through amended leases, new management agreements, or via the lease rejection process. This represents a significant milestone in WeWork's global restructuring. Following a thorough evaluation of the short- and long-term economic viability of over 500 WeWork wholly-owned locations, in September 2023 the Company kicked off a comprehensive process of global engagement with its landlords. Since then, the Company has been working diligently to reach new lease terms more aligned with current real estate market conditions. As a result of this dramatic reduction in future rent expenses and further improved operating efficiency, WeWork is on track to deliver strong and sustainable financial performance following the completion of its restructuring. Key achievements to date include: * Agreements in principle to amend approximately 150 leases, with many contracts complete and others in various stages of execution; * Approximately 150 locations where existing lease terms support WeWork’s current go-forward business plan, to be assumed as part of the Chapter 11 process or to remain in effect internationally; * Approximately 150 lease rejections or negotiated building exits completed or in progress; * Over $8 billion, or over 40%, reduction in total future rent commitments; and * Agreement with holders representing 92% of its secured notes to eliminate over $3 billion in prepetition secured debt obligations. "We are well on our way to building a strong and sustainable WeWork," said David Tolley, Chief Executive Officer. "The size, scope, and complexity of our real estate restructuring is unprecedented in our industry, and we’ve made remarkable progress to date optimizing our building footprint. We remain committed to emerging from our global real estate and financial restructuring later this quarter, and expect to do so with little to no debt and as a continuing leader in our industry, operating over 20 million square feet of real estate in over 20 countries around the world." Peter Greenspan, Global Head of Real Estate, added, "We are extraordinarily grateful to the many landlords who have collaboratively worked with us to reach agreements. We want to build the future of WeWork with our landlords as partners and since we embarked on this process, our goal has been to find a positive future in as many of our buildings as possible. While there is still more work to be done, and some hard decisions remain, the majority of this project is now behind us." About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; PJT Partners LP as investment banker; and McManimon, Scotland & Baumann, LLC as local counsel. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. WEWORK INC: Mall Mogul Arrested Over $77M Tender Offer ------------------------------------------------------ Chris Dolmetsch and Patrick Clark of Bloomberg News report that a strip mall mogul accused of running a botched scheme to manipulate the price of WeWork Inc. shares was arrested on fraud charges over what prosecutors called a phony $77 million tender offer. Jonathan M. Larmore, of Punta Gorda, Florida, was taken into custody and was scheduled to appear before a magistrate judge in Fort Myers. He announced the fake offer late last year, 2023, shortly before the co-working company filed for bankruptcy, to manipulate its stock price, according to a statement by Manhattan US Attorney Damian Williams. Stewart Bishop of Law360 reports that a New York federal judge on Tuesday, March 19, 2024, set a fall trial date for the former CEO of real estate investment firm ArciTerra, who denied issuing a fake $77 million tender offer for WeWork shares in a bid to artificially pump up the stock price days before the office-sharing company slid into bankruptcy. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; PJT Partners LP as investment banker; and McManimon, Scotland & Baumann, LLC as local counsel. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. WEWORK INC: Neuman, Partners Offer to Buy Biz. for More Than $500M ------------------------------------------------------------------ Crystal Tse and Hannah Miller of Bloomberg News report that Adam Neumann and several partners submitted an offer to buy WeWork out of bankruptcy for more than $500 million, putting one of the tech world's most controversial founders a step closer to regaining control of his long-troubled startup. Neumann and his real estate firm, Flow, had pulled together a financing package for the co-working firm, Bloomberg News reported in February 2024. The Wall Street Journal reported in March that Neumann offered to buy the company for more than $500 million, citing people familiar with the matter. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; PJT Partners LP as investment banker; and McManimon, Scotland & Baumann, LLC as local counsel. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. WHELE LLC: BlackRock DLC Marks $2.6MM Loan at 32% Off ----------------------------------------------------- BlackRock Direct Lending Corp has marked its $2,687,893 loan extended to Whele, LLC (Perch) to market at $1,825,079 or 68% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock DLC's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock DLC is a participant in a First Lien Incremental Term Loan to Whele, LLC (Perch). The loan accrues interest at a rate of 13.82% (SOFR (M) + 11.50% Payment in Kind, 1% Floor) per annum. The loan matures on October 15, 2025. BlackRock Direct Lending Corp classified the loan as a non-accruing debt investment. BlackRock Direct Lending Corp. is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020. WHELE sells electric heating pads and deep-tissue massage products. WHITE COLUMNS: Rental Income & Property Sale Proceeds to Fund Plan ------------------------------------------------------------------ White Columns at Kingston, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Disclosure Statement for Plan of Reorganization dated March 28, 2024. The Debtor is a Georgia limited liability company that owns approximately 11 acres of improved land located in Bartow County t 45 E Howard St., Kingston, Georgia (the "Property"). Thomas M. Linder, Jr. is the sole member and manager of the Debtor. In 2017, the Debtor, Annox Investments, LLC and Mr. Linder borrowed $4,000,000 from Ameris Bank and granted a first priority security interest in and to the Property to Ameris Bank. In 2023, Ameris Bank scheduled the Property for a January 2, 2024 foreclosure sale. In order to stop the sale, preserve the value of the Property and reorganize, the Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The Debtor seeks to sell the property to the Holy Spirit Encounter, Inc. if that entity can obtain funding from one or more of the Christian development foundations with sufficient funds to purchase the property and pay the secured indebtedness, priority ad valorem tax claims, administrative expenses and all non-insider unsecured creditor claims. The Debtor's Plan contemplates that the Debtor will pay interest only to Ameris Bank while Holy Spirit Encounter, Inc. arranges financing to enter into an asset purchase agreement with the Debtor. The Plan provides for the payment in full of all secured, priority and general unsecured claims and retention of equity interests in the Debtor. The Debtor has listed twelve general unsecured claims, but four of them are held by Insiders of the Debtor, whose claims are classified separately. The Debtor proposes to pay General Unsecured Claims without post-petition interest in full on the six-month anniversary of the effective date. The Property was appraised when the Ameris Bank loan was made in 2017 and at $4,300,000, Mr. Linder relied on that appraisal as well as other analysis in determining the value of the Property as of the Petition Date. The cash distributions contemplated by the Plan shall be funded by rental income and by cash generated from closing of the sale of the Property. A full-text copy of the Disclosure Statement dated March 28, 2024 is available at https://urlcurt.com/u?l=w8c7Rt from PacerMonitor.com at no charge. Attoneys for the Debtor: John Michael Levengood, Esq. LAW OFFICE OF J. MICHAEL LEVENGOOD, LLC 150 S. Perry Street, Suite 208 Lawrenceville, GA 30046 Tel: (678) 765-1745 Fax: (678) 606-5031 E-mail: mlevengood@levengoodlaw.com About White Columns at Kingston White Columns at Kingston, LLC, is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). White Columns at Kingston filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-41933) on Dec. 29, 2023. The petition was signed by Thomas M. Linder, Jr as member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. John Michael Levengood, Esq., at the LAW OFFICE OF J. MICHAEL LEVENGOOD, LLC, is the Debtor's counsel. WINDSOR HOTEL: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Windsor Hotel Group, LLC d/b/a Hampton Inn by Hilton Kilgore 3109 US Highway 259 North Kilgore TX 75662-2105 Business Description: The Debtor operates in the traveler accommodation industry. Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 24-60204 Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDEAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Badruddin Damani as CEO & managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3D6QXSQ/Windsor_Hotel_Group_LC__txebke-24-60204__0001.0.pdf?mcid=tGE4TAMA WOOF HOLDINGS: BlackRock PCF Marks $944,622 Loan at 19% Off ----------------------------------------------------------- BlackRock Private Credit Fund has marked its $944,622 loan extended to Woof Holdings, Inc to market at $769,697 or 81% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in BlackRock PCF's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. BlackRock PCF is a participant in a First Lien Term Loan to Woof Holdings, Inc. The loan accrues interest at a rate of 9.36% (SOFR (M) + 4.01%, .75% Floor) per annum. The loan matures on December 21, 2027. BlackRock Private Credit Fund is a Delaware statutory trust formed on December 23, 2021. BlackRock PCF is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. BlackRock PCF is externally managed by BlackRock Capital Investment Advisors, LLC. BlackRock Advisors, LLC serves as the sub-adviser. The Advisers are subsidiaries of BlackRock, Inc. BlackRock Financial Management, Inc. serves as the administrator, and is affiliated with the Advisers. Headquartered in Tewksbury, Massachusetts, Woof Holdings, Inc., through its acquisition of The Wellness Pet Food Holdings Company, Inc., is a manufacturer of premium pet food and treats, mainly in North America. WYTEC INTL: Horne LLP Raises Going Concern Doubt ------------------------------------------------ Wytec International, 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 Horne 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 8, 2024, Ridgeland, Mississippi-based Horne LLP said, "The Company has suffered recurring losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern." The Company has incurred continuous losses from operations, has an accumulated deficit of $31,109,214 at December 31, 2023, and reported cash used by operations of $1,858,322 and working capital deficit of $1,502,330 as of and for the year ended December 31, 2023, all of which raise substantial doubt about the Company's ability to continue as a going concern. For the year ended December 31, 2023, the Company reported a net loss of $3,311,013, compared to a net loss of $2,081,655 for the same period in 2022. In addition, the Company expects to have ongoing requirements for capital investment to implement its business plan. Finally, the Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which it operates. Since inception, operations have primarily been funded through private equity financing. Management expects to continue to seek additional funding through private or public equity sources and will seek debt financing. The Company's ability to continue as a going concern is ultimately dependent on its ability to generate sufficient cash from operations to meet cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance that the Company will be successful in these efforts. These factors, among others, indicate substantial doubt that the Company will be able to continue as a going concern for a period of one year from the filing of these financial statements. Management plans to raise additional funding through a capital raise associated with a public offering and/or additional private capital raises. As of December 31, 2023, the Company had $1,221,268 in total assets, $2,097,393 in total liabilities, and $876,125 in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/4v5f2ccr About Wytec International San Antonio, Texas-based Wytec International, Inc., a Nevada corporation, is a designer and developer of patented small cell technology, which is called the "LPN-16," and wide area networks designed to support 5G network deployments across the United States. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Localoc, Inc. Bankr. D. Nev. Case No. 24-50287 Chapter 11 Petition filed March 26, 2024 See https://www.pacermonitor.com/view/NDOEHGI/LOCALOC_INC__nvbke-24-50287__0001.0.pdf?mcid=tGE4TAMA represented by: Kevin A. Darby, Esq. DARBY LAW PRACTICE E-mail: kevin@darbylawpractice.com In re Just Floor It! Bankr. D. Nev. Case No. 24-50288 Chapter 11 Petition filed March 26, 2024 See https://www.pacermonitor.com/view/EZUS5VI/JUST_FLOOR_IT__nvbke-24-50288__0001.0.pdf?mcid=tGE4TAMA represented by: Kevin A. Darby, Esq. DARBY LAW PRACTICE E-mail: kevin@darbylawpractice.com In re Joseph N. Quashie Bankr. E.D.N.Y. Case No. 24-41300 Chapter 11 Petition filed March 26, 2024 represented by: Rachel Blumenfeld, Esq. In re Lefferts 192 LLC Bankr. E.D.N.Y. Case No. 24-41303 Chapter 11 Petition filed March 26, 2024 See https://www.pacermonitor.com/view/4HFUI3Q/Lefferts_192_LLC__nyebke-24-41303__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 1333 Baecher Lane VA, LLC Bankr. E.D. Va. Case No. 24-70619 Chapter 11 Petition filed March 26, 2024 See https://www.pacermonitor.com/view/VEGEEPY/1333_Baecher_Lane_VA_LLC__vaebke-24-70619__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re ELT Transportation, LLC Bankr. E.D. Cal. Case No. 24-21202 Chapter 11 Petition filed March 27, 2024 See https://www.pacermonitor.com/view/ZQOKUMY/ELT_Transportation_LLC__caebke-24-21202__0001.0.pdf?mcid=tGE4TAMA represented by: Judson Henry, Esq. LAW OFFICE OF JUDSON H. HENRY E-mail: jhhenry2000@yahoo.com In re D&D Drywall, Inc. Bankr. N.D. Cal. Case No. 24-10159 Chapter 11 Petition filed March 27, 2024 See https://www.pacermonitor.com/view/LOSOVFI/DD_Drywall_Inc__canbke-24-10159__0001.0.pdf?mcid=tGE4TAMA represented by: Brian A. Barboza, Esq. LAW OFFICES OF BRIAN A BARBOZA E-mail: brian@barbozalaw.com In re Jumbo Seafood Restaurant, Inc. Bankr. D.C. Case No. 24-00090 Chapter 11 Petition filed March 27, 2024 See https://www.pacermonitor.com/view/RZNZA6Q/Jumbo_Seafood_Restaurant_Inc__dcbke-24-00090__0001.0.pdf?mcid=tGE4TAMA represented by: Maurice Verstandig, Esq. THE BELMONT FIRM E-mail: mac@mbvesq.com In re LAG SR Enterprises Inc. Bankr. M.D. Fla. Case No. 24-01509 Chapter 11 Petition filed March 27, 2024 See https://www.pacermonitor.com/view/57QOP5Q/LAG_SR_ENTERPRISES_INC_dba_La__flmbke-24-01509__0001.0.pdf?mcid=tGE4TAMA represented by: Cynthia E. Lewis, Esq. NARDELLA & NARDELLA, PLLC E-mail: Clewis@nardellalaw.com In re Bayou In A Bowl, L.L.C. Bankr. W.D. La. Case No. 24-80189 Chapter 11 Petition filed March 27, 2024 See https://www.pacermonitor.com/view/KBN3TAI/Bayou_In_A_Bowl_LLC__lawbke-24-80189__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas R. Willson, Esq. THOMAS R. WILLSON E-mail: rocky@rockywillsonlaw.com In re Gian T. Dhillon Bankr. E.D.N.Y. Case No. 24-41345 Chapter 11 Petition filed March 27, 2024 represented by: Alla Kachan, Esq. In re Innovative Maintenance Services, LLC Bankr. W.D. Va. Case No. 24-60317 Chapter 11 Petition filed March 27, 2024 See https://www.pacermonitor.com/view/DATE3II/Innovative_Maintenance_Services__vawbke-24-60317__0001.0.pdf?mcid=tGE4TAMA represented by: Andrew S. Goldstein, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, P.C. E-mail: agoldstein@mglspc.com In re James Cullen Smith Bankr. D.C. Case No. 24-00093 Chapter 11 Petition filed March 28, 2024 represented by: Justin Fasano, Esq. In re Andrei Atlivanov Bankr. M.D. Fla. Case No. 24-00427 Chapter 11 Petition filed March 28, 2024 represented by: Chad Van Horn, Esq. In re William Thomas Beasley and Kristi Beasley Bankr. M.D. La. Case No. 24-10242 Chapter 11 Petition filed March 28, 2024 represented by: Christoper Caplinger, Esq. In re 193 Hancock LLC Bankr. E.D.N.Y. Case No. 24-41371 Chapter 11 Petition filed March 28, 2024 See https://www.pacermonitor.com/view/3IB7OXI/193_Hancock_LLC__nyebke-24-41371__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 34 Drive Corp Bankr. E.D.N.Y. Case No. 24-71222 Chapter 11 Petition filed March 28, 2024 See https://www.pacermonitor.com/view/6TECLZY/34_Drive_Corp__nyebke-24-71222__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re John Raymond Cervini Bankr. S.D.N.Y. Case No. 24-22264 Chapter 11 Petition filed March 28, 2024 represented by: Julie Curley, Esq. KIRBY AISNER & CURLEY LLP In re Winter Garden Health and Wellness LLC Bankr. M.D. Fla. Case No. 24-01581 Chapter 11 Petition filed March 29, 2024 See https://www.pacermonitor.com/view/KTTUDGY/Winter_Garden_Health_and_Wellness__flmbke-24-01581__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC E-mail: jeff@bransonlaw.com In re Complete Commercial Innovations Bankr. D. Nev. Case No. 24-50308 Chapter 11 Petition filed March 29, 2024 See https://www.pacermonitor.com/view/YX6URQY/COMPLETE_COMMERCIAL_INNOVATIONS__nvbke-24-50308__0001.0.pdf?mcid=tGE4TAMA represented by: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC E-mail: steve@harrislawreno.com In re Majestic Charters LLC Bankr. E.D. Tex. Case No. 24-10135 Chapter 11 Petition filed March 29, 2024 See https://www.pacermonitor.com/view/LSRQIOQ/Majestic_Charter_LLC__txebke-24-10135__0001.0.pdf?mcid=tGE4TAMA represented by: Sonya Chandler Anderson, Esq. CHANDLER ANDERSON & ASSOCIATES PLLC E-mail: sonya@chandlerandersonlaw.com In re Extended Family Medical Transportation LLC Bankr. E.D. Va. Case No. 24-70650 Chapter 11 Petition filed March 29, 2024 See https://www.pacermonitor.com/view/4HT57QA/Extended_Family_Medical_Transportation__vaebke-24-70650__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Mikes Jazz Cafe, LLC Bankr. E.D. Va. Case No. 24-31190 Chapter 11 Petition filed March 29, 2024 See https://www.pacermonitor.com/view/SW52SMI/Mikes_Jazz_Caf_LLC__vaebke-24-31190__0001.0.pdf?mcid=tGE4TAMA represented by: James E. Kane, Esq. KANE & PAPA, P.C. E-mail: jkane@kaneandpapa.com In re Anna Blaise Cherubin Bankr. N.D. Ga. Case No. 24-53331 Chapter 11 Petition filed March 31, 2024 represented by: Agbor Ebot Tabi, Esq. THE LAW OFFICE OF AGBOR EBOT TABI, PC In re Grauberger Trucking LLC Bankr. D. Colo. Case No. 24-11522 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/L6XG2CY/Grauberger_Trucking_LLC__cobke-24-11522__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Admirable Havens, LLC Bankr. N.D. Ga. Case No. 24-10446 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/5A4QOTA/Admirable_Havens_LLC__ganbke-24-10446__0001.0.pdf?mcid=tGE4TAMA represented by: William Rountree, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC E-mail: wrountree@rlkglaw.com In re Cuddy Mountain Custom and Specialty Meat Bankr. D. Idaho Case No. 24-00166 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/N4O5GBY/Cuddy_Mountain_Custom_and_Specialty__idbke-24-00166__0001.0.pdf?mcid=tGE4TAMA represented by: Max Williams, Esq. WILLIAMS LAW GROUP PLLC E-mail: max@williamslawgroupboise.com In re Michael A. Poss Bankr. N.D. Ill. Case No. 24-04756 Chapter 11 Petition filed April 1, 2024 represented by: David Welch, Esq. In re Varian Mekell Grant Bankr. E.D. Mich. Case No. 24-43224 Chapter 11 Petition filed April 1, 2024 In re 2844 N. Stiles Realty LLC Bankr. S.D.N.Y. Case No. 24-22282 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/56L2ALY/2844_N_Stiles_Realty_LLC__nysbke-24-22282__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 333 E. 150th Street Realty LLC Bankr. S.D.N.Y. Case No. 24-22283 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/IQIEACA/333_E_150th_Street_Realty_LLC__nysbke-24-22283__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Stone Castle Capital LLC Bankr. S.D.N.Y. Case No. 24-22281 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/CHTLAFY/Stone_Castle_Capital_LLC__nysbke-24-22281__0001.0.pdf?mcid=tGE4TAMA represented by: Yitzchok Loeffler, Esq. STONE CASTLE CAPITAL LLC In re Denise Y Rodriguez Steidel Bankr. D.P.R. Case No. 24-01342 Chapter 11 Petition filed April 1, 2024 represented by: Carmen Conde Torres, Esq. In re Sean P. McMullin Bankr. C.D. Cal. Case No. 24-11725 Chapter 11 Petition filed April 2, 2024 represented by: David Goodrich, Esq. In re Ross Vance Bankr. C.D. Cal. Case No. 24-12523 Chapter 11 Petition filed April 2, 2024 represented by: Victor A. Sahn, Esq. GREENSPOON MARDER LLP E-mail: victor.sahn@gmlaw.com In re Leesburg Car Repair LLC Bankr. M.D. Fla. Case No. 24-01630 Chapter 11 Petition filed April 2, 2024 See https://www.pacermonitor.com/view/2IDU5RI/Leesburg_Car_Repair_LLC__flmbke-24-01630__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC E-mail: jeff@bransonlaw.com In re 1009 4th Street LLC Bankr. M.D. Fla. Case No. 24-01629 Chapter 11 Petition filed April 2, 2024 See https://www.pacermonitor.com/view/37RO2XA/1009_4th_Street_LLC__flmbke-24-01629__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC E-mail: jeff@bransonlaw.com In re Tapatio Kissimmee, Inc. Bankr. M.D. Fla. Case No. 24-01634 Chapter 11 Petition filed April 2, 2024 See https://www.pacermonitor.com/view/4ODEJJI/Tapatio_Kissimmee_Inc__flmbke-24-01634__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence M. Kosto, Esq. KOSTO & ROTELLA E-mail: lkosto@kostoandrotella.com In re El Tapatio Orlando, Inc. Bankr. M.D. Fla. Case No. 24-01636 Chapter 11 Petition filed April 2, 2024 See https://www.pacermonitor.com/view/SJQBFUQ/El_Tapatio_Orlando_Inc__flmbke-24-01636__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence M. Kosto, Esq. KOSTO & ROTELLA E-mail: lkosto@kostoandrotella.com In re Carlos A. Rojas, D.P.M., P.A. Bankr. S.D. Fla. Case No. 24-13207 Chapter 11 Petition filed April 2, 2024 See https://www.pacermonitor.com/view/OALDETA/Carlos_A_Rojas_DPM_PA__flsbke-24-13207__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey N. Schatzman, Esq. SCHATZMAN & SCHATZMAN, P.A. E-mail: jschatzman@schatzmanlaw.com In re ASAP Tax Pros LLC Bankr. N.D. Ga. Case No. 24-53408 Chapter 11 Petition filed April 2, 2024 See https://www.pacermonitor.com/view/UNK4HXQ/ASAP_Tax_Pros_LLC__ganbke-24-53408__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Vitvadvas, Inc. Bankr. N.D. Ill. Case No. 24-04812 Chapter 11 Petition filed April 2, 2024 See https://www.pacermonitor.com/view/DHOAHLQ/Vitvadvas_Inc__ilnbke-24-04812__0001.0.pdf?mcid=tGE4TAMA represented by: Saulius Modestas, Esq. MODESTAS LAW OFFICES, P.C. E-mail: smodestas@modestaslaw.com In re Philip Trigiani and Ophelia Trigiani Bankr. D.N.J. Case No. 24-13406 Chapter 11 Petition filed April 2, 2024 represented by: Brian Hannon, Esq. In re Suzanne Johnson Bankr. S.D.N.Y. Case No. 24-10572 Chapter 11 Petition filed April 2, 2024 represented by: Kevin Nash, Esq. In re KBML Associates, LLC Bankr. W.D.N.C. Case No. 24-30296 Chapter 11 Petition filed April 2, 2024 See https://www.pacermonitor.com/view/U7HI3JI/KBML_Associates_LLC__ncwbke-24-30296__0001.0.pdf?mcid=tGE4TAMA represented by: John C. Woodman, Esq. ESSEX RICHARDS, P.A. E-mail: jwoodman@essexrichards.com In re Christopher James Nickerson Bankr. S.D. Tex. Case No. 24-31505 Chapter 11 Petition filed April 2, 2024 In re Hugh P. Shannonhouse Bankr. S.D. Tex. Case No. 24-31497 Chapter 11 Petition filed April 2, 2024 represented by: Troy Wilson, Esq. In re Shiqing Zhang and Xiumei Lu Bankr. S.D. Tex. Case No. 24-31517 Chapter 11 Petition filed April 2, 2024 represented by: Wai Ping Cheung, Esq. In re El 7 Mares, Inc. Bankr. W.D. Tex. Case No. 24-50579 Chapter 11 Petition filed April 2, 2024 See https://www.pacermonitor.com/view/FKOXAOI/El_7_Mares_Inc__txwbke-24-50579__0001.0.pdf?mcid=tGE4TAMA represented by: David T. Cain, Esq. LAW OFFICE OF DAVID T CAIN E-mail: caindt@swbell.net ********* 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. 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