/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240408.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 8, 2024, Vol. 28, No. 98 Headlines 111-25 116 LLC: Exclusive Plan Filing Period Extended to May 30 114-08 TAIPEI: Voluntary Chapter 11 Case Summary 11824 OCEAN PARK: Unsecureds to be Paid in Full over 36 Months 24 HOUR FITNESS: Hudson's Bid for Summary Judgment Denied 8607 WURZBACH: Available Cash & Property Sale Proceeds to Fund Plan AC PLUS MARINE: Wins Cash Collateral Access Thru May 30 ACCORDA THERAPEUTICS: King Advises Noteholder Group and DIP Lenders ACORDA THERAPEUTICS: Files for Chapter 11 to Facilitate Sale ACORDA THERAPEUTICS: Nasdaq to Delist Common Stock on April 12 ADAMS HOMES: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ADMIRABLE HAVENS: John Whaley Named Subchapter V Trustee AGTJ13 LLC: Files Emergency Bid to Use Cash Collateral AIRSPAN NETWORK: NYSE American to Commence Delisting Proceedings AIRSPAN NETWORKS: Unsecureds Unimpaired in Prepackaged Plan AMERA RE: Wins Cash Collateral Access on a Final Basis AMERICAN HOME: Charles Mouranie Named Subchapter V Trustee AMERICAN ROCK: $115MM Bank Debt Trades at 17% Discount ASP MCS ACQUISITION: $445MM Bank Debt Trades at 22% Discount ASPEN CHAPEL: Unsecured Creditors to be Paid in Full in Plan ATHENAHEALTH GROUP: Fitch Affirms B LongTerm IDR, Outlook Negative ATHLETICO HOLDINGS: S&P Cuts ICR to 'CCC+' on Staffing Shortfalls AULT ALLIANCE: Delays Filing of 2023 Annual Report AZZ INC: S&P Raises ICR to 'B+' on Debt Reduction, Outlook Stable BACCI OF BENSENVILLE: Wins Interim Cash Collateral Access BACKBEAT BREWING: Wins Cash Collateral Access Thru June 5 BENARK LLC: Richard Furtek Named Subchapter V Trustee BEP INTERMEDIATE: Moody's Assigns 'B1' CFR, Outlook Stable BETTER DAY: Court OKs Cash Collateral Access on Final Basis BHAVI HOSPITALITY: Voluntary Chapter 11 Case Summary BIG DOG: Joli Lofstedt Named Subchapter V Trustee BIG DOG: Voluntary Chapter 11 Case Summary BIG RIVER CONTRACTORS: Case Summary & 20 Top Unsecured Creditors BLU PRINT: Disposable Income to Fund Plan Payments BOISSON INC: Case Summary & 20 Largest Unsecured Creditors BREITMEYER FABRICATIONS: Edward Burr Named Subchapter V Trustee BRIDGE DIAGNOSTIC: Case Summary & 20 Largest Unsecured Creditors BRIDGE DIAGNOSTIC: Robert Goe Named Subchapter V Trustee BRITELAB INC: Unsecureds to Get 100 Cents on Dollar in Plan BROOKVIEW TOWN: Case Summary & One Unsecured Creditor BROWNIE'S MARINE: Delays Annual Report to Complete Analyses C. L. DALE CONSTRUCTION: Case Summary & 20 Unsecured Creditors CAN BROTHERS: Wins Cash Collateral Access on Final Basis CANOO INC: Incurs $302 Million Net Loss in 2023 CAREERBUILDER LLC: $175.4MM Bank Debt Trades at 84% Discount CARESTREAM HEALTH: NexPoint Marks $658,467 Loan at 22% Off CASA SYSTEMS: $218.8MM Bank Debt Trades at 39% Discount CASA SYSTEMS: Akin Gump & Blank Rome Represent Ad Hoc Group CASA SYSTEMS: Files Chapter 11 to Facilitate Vecima Sale CHRISTIAN'S PLACE: Court OKs Interim Cash Collateral Access COMSTOCK RESOURCES: Fitch Affirms B+ LongTerm IDR, Outlook Negative CONVERGEONE HOLDINGS: Case Summary & 30 Top Unsecured Creditors CONVERGEONE HOLDINGS: Gibson & Porter Advise 1st Lien Ad Hoc Group COSTA SHIPPING: Case Summary & 20 Largest Unsecured Creditors COVENANT SURGICAL: NexPoint Marks $1.5MM Loan at 22% Off COVENANT SURGICAL: NexPoint Marks $333,333 Loan at 22% Off CUENTAS INC: Delays Filing of 2023 Annual Report DASEKE INC: S&P Withdraws 'B+' Issuer Credit Rating DBE HOLDINGS: Scott Rever of Genova Named Subchapter V Trustee DESERT HAWK: Case Summary & 10 Unsecured Creditors DIAMONDHEAD CASINO: Reports $1.41 Million Net Loss in 2023 DILLIARD'S CAPITAL I: Fitch Affirms BB Rating on Subordinated Notes DISTRICT 9 BREWING: Seeks Cash Collateral Access DIVERSIFIED MASONRY: Voluntary Chapter 11 Case Summary DODGE CONSTRUCTION: $130MM Bank Debt Trades at 56% Discount EDGEMONT FARMS: Court OKs Deal on Cash Collateral Access EMPIRE TODAY: $595MM Bank Debt Trades at 23% Discount ENDO INC: S&P Assigns 'B+' ICR After Emergence From Chapter 11 EVANGELINE MASONIC: Case Summary & Three Unsecured Creditors EXELA TECHNOLOGIES: Reports $124.4 Million Net Loss in 2023 EYECARE PARTNERS: $110MM Bank Debt Trades at 47% Discount FARM CUP: Seeks Cash Collateral Access FAST FLOW: Seeks Cash Collateral Access FAXON ENTERPRISES: Court OKs Interim Cash Collateral Access FOUR WIND: Case Summary & 19 Unsecured Creditors FRANCISCAN FRIARS: Seeks to Extend Plan Exclusivity to October 26 FRINJ COFFEE: Seeks Cash Collateral Access Thru April 30 G & I SOLUTIONS: Case Summary & 11 Unsecured Creditors GALLERIA 2425: Unsecured Creditors to Recover 100% over 5 Years GLOBAL LEADERSHIP: S&P Places 'BB-' Bond Rating on Watch Negative GLOBAL ONE: Court OKs Interim Cash Collateral Access GLOBAL PREMIER: Seeks to Extend Plan Exclusivity to June 3 GRID AT MESA: Voluntary Chapter 11 Case Summary H-FOOD HOLDINGS: $1.15BB Bank Debt Trades at 28% Discount HAQUE MEDICAL: Wins Interim Cash Collateral Access HERITAGE 10 WEST: Case Summary & 10 Unsecured Creditors HIGH PLAINS RADIO: Files Emergency Bid to Use Cash Collateral HOME AND HOUSES: Cameron McCord Named Subchapter V Trustee HURLBURT CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors ICON AIRCRAFT: Case Summary & 30 Largest Unsecured Creditors INDUSTRIAL AUTHORITY: Unsecureds to Get Share of Liquidating Trust INGLES MARKETS: S&P Affirms 'BB+' Rating on Senior Unsecured Notes INNOVATIVE MAINTENANCE: Richard Maxwell Named Subchapter V Trustee INSOURCE SUPPLIES: Case Summary & 14 Unsecured Creditors J. MICHAEL SMITH: Unsecureds to Split $230K over 5 Years JTRE NOMAD: Involuntary Chapter 11 Case Summary KAISER ALUMINUM: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable KITTYDOG INC: Unsecureds to Split $76K in Consensual Plan KNOTTY NUFF: Court OKs Deal on Cash Collateral Access KOHL'S CORP: Fitch Lowers IDR to 'BB+', Outlook Stable KPM INVESTMENT: Files Emergency Bid to Use Cash Collateral LAG SHOT: Court OKs Interim Cash Collateral Access LAG SR ENTERPRISES: L. Todd Budgen Named Subchapter V Trustee LANDMARK COMMERCIAL: Plan Exclusivity Period Extended to April 12 LIFESCAN GLOBAL: $1.01BB Bank Debt Trades at 70% Discount LINCOLN HOLDINGS: Voluntary Chapter 11 Case Summary LUMEN TECHNOLOGIES: S&P Raises ICR to 'CCC+', Outlook Stable LUXURY FLUSH: Wins Cash Collateral Access Thru May 5 LYONS COMPANIES: U.S. Trustee Appoints Creditors' Committee MIKE'S JAZZ: Jennifer McLemore Named Subchapter V Trustee MURPHY OIL: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive NANO MAGIC: Reports $2.86 Million Net Loss in 2023 NATIONAL CINEMEDIA: $270MM Bank Debt Trades at 71% Discount NC CONSTRUCTION: Voluntary Chapter 11 Case Summary NEVER SLIP: Case Summary & 50 Largest Unsecured Creditors NEVER SLIP: S&P Downgrades ICR to 'D' On Chapter 11 Filing NEW ANTHEM: Case Summary & 20 Largest Unsecured Creditors NORDSTORM INC: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable NUVEI CORP: S&P Places 'BB-' ICR on CreditWatch Negative OCHO CANDY: Executes General Assignment for Benefit of Creditors ONE MORE RECOVERY: Wins Interim Cash Collateral Access OPTIME LLC: Unsecured Creditors to Split $12K over 48 Months PARADOX ENTERPRISES: Voluntary Chapter 11 Case Summary PARKLAND CORPORATION: DBRS Confirms BB Issuer Rating PARKWAY GENERATION: Moody's Affirms B1 Rating on Secured Loans PECF USS: $2BB Bank Debt Trades at 26% Discount PERSIMMON HOLLOW: Plan Exclusivity Period Extended to May 9 PERSPECTIVES INC: Steven Nosek Named Subchapter V Trustee PGT INNOVATIONS: S&P Withdraws 'B+' Issuer Credit Rating PHILADELPHIA SCHOOL: Fitch Puts BB+ IDR Under Criteria Observation PHILIP TRIGIANI: Case Summary & Nine Unsecured Creditors PRECIPIO INC: Reports $5.85 Million Net Loss in 2023 PRESSURE BIOSCIENCES: Delays Filing of 2023 Annual Report QUORUM HEALTH: $732.2MM Bank Debt Trades at 33% Discount RADNET MANAGEMENT: S&P Assigns 'B+' Rating on New $840MM Term Loan RAND PARENT: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable RAND PARENT: S&P Lowers Senior Secured Debt Ratings to 'BB-' REAL BRANDS: Incurs $1.3 Million Net Loss in 2023 REDDI RENTS ONE: Case Summary & 17 Unsecured Creditors REDDI RENTS THREE: Case Summary & 14 Unsecured Creditors REDSTONE HOLDCO 2: $1.11BB Bank Debt Trades at 20% Discount RESTIERI HEALTHCARE: Jerrett McConnell Named Subchapter V Trustee REVA HOSPITALITY: Voluntary Chapter 11 Case Summary RITE AID: $425MM Bank Debt Trades at 32% Discount RIVERDALE VILLAGE: Fitch Puts 'CC' IDR Under Criteria Observation ROCHESTER HOLDING: Seeks Cash Collateral Access RUNNER BUYER: $500MM Bank Debt Trades at 27% Discount RUNNER BUYER: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable S & J SERVICE: Unsecureds Will Get 2% of Claims in Plan SANUWAVE HEALTH: Appoints Industry Veteran Peter Sorensen as CFO SCO ENTERPRISES: Wins Interim Cash Collateral Access SHAMROCK INDUSTRIES: Court OKs Interim Cash Collateral Access SHENANDOAH TELECOMMS: $150MM Bank Debt Trades at 13% Discount SHO HOLDING I: Moody's Lowers PDR to D-PD Amid Chapter 11 Filing SHUN FENG NO. 1: Voluntary Chapter 11 Case Summary SNC-LAVALIN GROUP: DBRS Confirms BB(high) Issuer Rating SOUND INPATIENT: 92% Markdown for $1.5MM NexPoint Loan SOUTH BROADWAY: Wins Cash Collateral Access on Final Basis SREE AKSHAR: Court OKs Cash Collateral Access on Final Basis STALWART PLASTICS: Seeks Cash Collateral Access STARBRIDGE (ONTARIO): Case Summary & 20 Top Unsecured Creditors TAMPA LIFE: Case Summary & 20 Largest Unsecured Creditors TELESAT LLC: $1.91BB Bank Debt Trades at 57% Discount TRANSCENDIA HOLDINGS: $295MM Bank Debt Trades at 62% Discount VALOR AMMUNITION: Voluntary Chapter 11 Case Summary VERACODE INC: Fitch Affirms 'B' LongTerm IDR, Outlook Stable VIVAKOR INC: Delays Filing of 2023 Annual Report for Review WHITESTONE UPTOWN: Wins Cash Collateral Access Thru April 24 WINNING COLORS: Case Summary & 20 Largest Unsecured Creditors WINTER GARDEN: L. Todd Budgen Named Subchapter V Trustee WOM SA: April 8 Deadline Set for Panel Questionnaires YWFM LLC: Case Summary & 15 Unsecured Creditors [*] Alex Gendzier Joins Seyfarth Shaw's New York Office [*] Beckham Elected American College of Bankruptcy Board Chair [*] J. Casey Roy Joins Smith & Binford's Austin Office [*] Katten Announces New Turnaround Podcast Hosted by Paul Musser [^] BOND PRICING: For the Week from April 1 to 5, 2024 ********* 111-25 116 LLC: Exclusive Plan Filing Period Extended to May 30 --------------------------------------------------------------- Judge Jil Mazer-Marino of the U.S. Bankruptcy Court for the Eastern District of New York extended 111-25 116 LLC's exclusivity periods to file a chapter 11 plan of reorganization or liquidation, and to obtain acceptances thereof to May 30, 2024, and July 29, 2024, respectively. 111-25 116 LLC is represented by: Leo Jacobs, Esq. Jacobs P.C. 595 Madison Avenue, 39th Floor New York, NY 10022 Tel: (212) 229-0476 Email: leo@jacobspc.com About 111-25 116 LLC 111-25 116 LLC in South Richmond Hill, NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-44047) on November 2, 2023, listing $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Lata D. Dass as owner, signed the petition. Judge Jil Mazer-Marino oversees the case. JACOBS PC serve as the Debtor's legal counsel. 114-08 TAIPEI: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 114-08 Taipei Inc. 81-06 Dongan Avenue Unit M2 Elmhurst NY 11373 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: April 5, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-41481 Judge: Hon. Elizabeth S Stong Debtor's Counsel: William Zou, Esq. BILL ZOU & ASSOCIATES PLLC 136-20 38 Avenue, Suite 10D Flushing NY 11354 Tel: 718-661-9562 Email: xfzou@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Xiaoping Jaing as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6HDRQDI/114-08_Taipei_Inc__nyebke-24-41481__0001.0.pdf?mcid=tGE4TAMA 11824 OCEAN PARK: Unsecureds to be Paid in Full over 36 Months -------------------------------------------------------------- 11824 Ocean Park Partners, LLC, filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Plan of Reorganization dated April 1, 2024. The Debtor was formed in the State of California on April 17, 2019, for the sole purpose of acquiring, owning and operating a real property located at 11824 Ocean Park Blvd., Los Angeles, CA 90064 (the "Property"). At the time the Property was purchased, it consisted of six multi family units and one single family residence ("SFR"). The Property is currently managed by a third-party management company, Vesa Commercial. The Debtor purchased the Property in 2019 for $3,287,500. The purchase was financed with a loan from Arixa Enhanced Income Fund, L.P. in the amount of $2,877,000. At the time the NOD was filed, the Debtor's options were to sell the property and lose virtually all invested capital, or to refinance the loan, but precious time was lost due to CALCAP Income Fund I, LLC's delays and ultimate cancellation. These abnormal markets and times made it a difficult time to sell or refinance a property. In any event, the Debtor did not have sufficient time to explore either option prior to the scheduled foreclosure sale. The Debtor filed this Chapter 11 case to prevent the foreclosure sale of the Property so that it can maximize the value of this asset for the benefit of the estate. The Plan is designed to address the Debtor's financial challenges systematically, restore profitability, and provide a fair recovery for creditors of 100% of their claims. The Plan's success hinges on effective execution of debt restructuring, asset optimization, and revenue growth strategies, all aimed at positioning the Debtor for long-term success in the real estate market. Class 5 consists of General Unsecured Claims. In the present case, the Debtor estimates that general unsecured debts total approximately $41,530. Claimants in this class will be paid in full over 36 months at 0% interest, or $1,153.61/month, by the Debtor's principal, Ronald Meer, see the attached declaration of Ronald Meer. Payments pursuant to the Plan will begin on the Effective Date and will continue each calendar month, due by the 15th of the month. This Class is impaired. Class 6 consists of Interest Holders. The Debtor's members will retain their ownership interest in the Debtor. This Class is unimpaired. The Plan will be partially funded with the revenue generated from rent as to the payments to CALCAP only. The Debtor is projecting that it will complete the two unfinished ADU's by July 2024. Currently, the Debtor is renting seven ADUs. As such, the Projections initially reflect the revenue from these seven units. However, once the construction on the remaining units is completed, projected in year 2, the Debtor believes that the Property will be fully rented and receiving the rent from all the units by year 2. Further, the Projections make annual adjustments to the revenue as the rents will increase after a lease expires and another tenant is obtained. The operating expenses will increase to correspond with all the units being leased. Further, the Projections reflect annual increases to the operating expenses from inflation. However, the Debtor cannot predict how much and at what frequency those expenses will actually increase. Therefore, the Debtor is estimating those periodic increases based on its experience and intimate knowledge of the Property and the rental market. A full-text copy of the Disclosure Statement dated April 1, 2024 is available at https://urlcurt.com/u?l=LDJs02 from PacerMonitor.com at no charge. Attorneys for the Debtor: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. RHM Law, LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: roksana@RHMFirm.com matt@RHMFirm.com About 11824 Ocean Park Partners 11824 Ocean Park Partners LLC was formed in the State of California on April 17, 2019, for the sole purpose of acquiring, owning and operating a real property located at 11824 Ocean Park Blvd., Los Angeles, CA 90064 (the "Property"). The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-16465) on October 3, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Ronald L. Meer as president of Bear Capital Partners, Inc., the Managing Member of Ocean Park Manager, LLC, the Managing Member of the Debtor, signed the petition. Judge Deborah J. Saltzman oversees the case. RHM LAW, LLP serve as the Debtor's legal counsel. 24 HOUR FITNESS: Hudson's Bid for Summary Judgment Denied --------------------------------------------------------- Judge Karen B. Owens of the United States Bankruptcy Court for the District of Delaware denied Rhonda Hudson's Motion for Summary Judgment seeking payment in full of several alleged claims against debtor 24 Hour Fitness Worldwide, Inc. plus appropriate punitive damages. The Court sustained the objection filed by RS FIT NW LLC, the Reorganized Debtor, to Hudson's claims. Hudson was a former employee of a New York City club owned and operated by debtor 24 Hour Fitness USA, Inc. She was employed from July 10, 2008 through June 11, 2020 as a night service representative in the club with an overnight shift from 10:00 p.m. to 6:00 a.m. During the bankruptcy proceedings, the Court established October 2, 2020 at 5:00 p.m. as the deadline for each person or entity to file a proof of claim with respect to a prepetition claim against any of the Debtors. Claimant filed three proofs of claim. Two were filed prior to the Bar Date and one was filed after. Claimant filed proof of claim number 9404 on August 25, 2020, asserting a $265,881.52 general unsecured claim and a $13,650.00 priority claim under 11 U.S.C. Sec. 507(a)(4), for a total claim of $279,531.52. The Claim is for alleged unpaid wages Claimant earned for "split shift" pay under New York law. On October 1, 2020, Claimant filed proof of claim number 24973, asserting a $283,728.96 general unsecured claim and a $13,650.00 priority claim pursuant to 11 U.S.C. Sec. 507(a)(4), for a total claim of $297,378.96. $297,086.40 of this claim is for alleged unpaid commissions earned for Claimant's membership sales. The remaining $292.56 is for alleged unpaid disaster pay following the closure of the club due to a winter storm on January 23, 2016. Claimant filed her third and final claim after the Bar Date on December 14, 2020. Proof of claim number 27128 asserts an $8 million general unsecured discrimination claim arising from 24 Hour Fitness's alleged failure to pay the wage and commission claims because Claimant is "a 59-yr. old, black (African American) hetero sexual, natural born woman". On December 22, 2020, the Court confirmed the Debtors' joint plan of reorganization. The plan established June 27, 2021 as the initial deadline for the Reorganized Debtor to object to disputed proofs of claim. The Reorganized Debtor obtained numerous extensions of this deadline. Currently, it is set to expire on June 11, 2024. Following failed settlement attempts, but before the Reorganized Debtor filed its Claims Objection, Claimant filed her Summary Judgment Motion. Claimant not only seeks payment of her claims through the motion but also asserts additional claims and punitive damages against the Reorganized Debtor arising from the failure to pay her claims in full and the attempt to settle them. Claimant alleges (1) false pretenses, false representations, or actual fraud; (2) fraud while acting in a fiduciary capacity; and (3) willful malicious injury. Among other things, Claimant argues that the settlement negotiations demonstrate "a continual manipulation with ill placed rules, and regulations." In responding to the Summary Judgment Motion, the Reorganized Debtor filed the Claims Objection, which makes numerous procedural and substantive arguments for disallowance of the Hudson Claims and the later alleged Fraud Claims. Briefing completed following three additional submissions by the parties. The parties attempted a settlement again, but those efforts failed. The parties each disclosed to the Court that the Reorganized Debtor offered to allow the Hudson Claims in the full amount and classifications asserted by the Claimant. Claimant declined the offer because she demands payment in full for the claims, even the general unsecured claims that are only entitled to partial payment under the plan. At the outset, the Court finds the Summary Judgment Motion procedurally incorrect. Frustrated by the Reorganized Debtor's failure to pay her claims, Claimant filed the motion to have the Court consider the allowance and payment of her claims. However, 11 U.S.C. Sec. 502(a) provides that "[a] claim . . ., proof of which is filed under section 501 [of the Bankruptcy Code], is deemed allowed, unless a party in interest . . . objects." Once an objection is filed, the Court is then empowered by section 502(b) to determine whether to allow the disputed claim and in what amount. The confirmed plan and several subsequent orders of the Court set the deadline by which the Reorganized Debtor must file objections to proofs of claims asserted in the bankruptcy cases. That deadline has not yet expired. Therefore, the Reorganized Debtor's Claims Objection is timely and properly put before the Court the disputes with respect to the allowance of the Hudson Claims. The Court will deem Claimants' Summary Judgment Motion and related submissions as if a response to the Claims Objection. After considering the parties' arguments, the witness testimony, and the documentary submissions of the Claimant, the Court concludes that there is no legal basis for the Hudson Claims. Accordingly, the Court will sustain the Claims Objection and disallow each claim. A copy of the Court's decision dated March 27, 2024, is available at https://tinyurl.com/c9knm8nd About 24 Hour Fitness 24 Hour Fitness Worldwide, Inc., owns and operates fitness centers in the United States. As of March 31, 2017, the company operated 426 clubs serving approximately 3.6 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the 12 months ended March 31, 2017, the company generated total revenue of about $1.4 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers' Pension Plan for a total purchase price of approximately $1.8 billion. 24 Hour Fitness Worldwide and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11558) on June 15, 2020. 24 Hour Fitness was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Karen B. Owens is the case judge. The Debtors tapped Weil, Gotshal & Manges, LLP as lead bankruptcy counsel, FTI Consulting, Inc. as financial advisor, Lazard Freres & Co. LLC as investment banker. Pachulski Stang Ziehl & Jones, LLP, is the Debtors' local counsel. Prime Clerk, LLC, is the claims agent. PJT Partners acted as financial adviser and O'Melveny & Myers LLP acted as legal counsel to the ad hoc group of debt holders. Richards Layton & Finger PA is the group's local counsel. Morgan Stanley Senior Funding Inc., as lender administrative and collateral agent, is represented by Andrew L. Magaziner of Young Conaway Stargatt & Taylor LLP, and Richard A. Levy and James Ktsanes of Latham & Watkins LLP. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Cooley, LLP. * * * 24 Hour Fitness Worldwide in December 2020 won court approval of a bankruptcy-exit plan that would slash $1.2 billion of debt by handing the fitness chain over to a group of lenders. Unsecured creditors owed $900,000,000 were slated to recover only 0.1% to 1.0% under the plan. 8607 WURZBACH: Available Cash & Property Sale Proceeds to Fund Plan ------------------------------------------------------------------- 8607 Wurzbach Management, LP filed with the U.S. Bankruptcy Court for the Western District of Texas a Disclosure Statement regarding First Amended Plan of Liquidation. The Debtor is a Texas limited partnership with its principal place of business and all of its assets located in San Antonio, Texas. The Debtor owns and operates eight commercial buildings which are part of a property located near the intersection of Wurzbach and Fredericksburg Roads in the medical center area, with a physical address of 8607 and 8647 Wurzbach Road, San Antonio, Texas (hereinafter "the Property"). The current occupancy rate for the Property is approximately 90%. This case was necessitated by the inability of Ms. Savitri Frizzell to close on a refinance transaction to pay off a matured real estate note which is secured by the Property. This occurred due to a title issue caused by the deaths of Ms. Frizzell's spouse, his business partner, and the business partner's spouse, Ms. Judy Oakley. The mortgage lender holding a deed of trust lien against the property is Northeast Bank. However, in order to close the loan, the title company would require the signature of Ms. Oakley's sole surviving heir, Jessica Oakley. Ms. Frizzell was not able to located the heir in time to obtain the needed signatures to complete a refinance of the matured mortgage loan. On August 15, 2023, Northeast Bank posted the Property for the September 5, 2023, non-judicial foreclosure sale. The Debtor is believed to have more than $2,000,000.00 in equity in the Property. This case was filed in order to preserve the Debtor's only valuable asset, give the Debtor time to resolve the issue with the daughter of Ms. Oakley, pay off the Debtor's creditors, and preserve the remaining equity for the owners of the Debtor. The Debtor's primary asset is the Property. It has been appraised by the Bexar Appraisal District this year with a value of $2,570,000.00. Currently, the Property is approximately 90% occupied. Class 4 consists of General Unsecured Claims. The Debtor shall pay the Allowed Claims of the Class 4 creditors in full, with interest accruing thereon at the Plan Rate from the Petition Date, out of the Property Sales Proceeds, as follows: (1). In the event a Class 4 creditor holds a Claim that is not a Disputed Claim, it shall be paid within 30 days of the Effective Date; or (2). In the event a Class 4 creditor holds a claim that is a Disputed Claim, it shall be paid by the Disbursing Agent within 30 days of the date its Claim becomes an Allowed Claim through the entry of a Final Order or by stipulation between the Debtor and any such Claimant. This Class is not impaired. Class 5 consists of Equity Interest Holders. After allowing sufficient funds to pay in full the Allowed Claims in Classes 1 through 4, any remaining proceeds from the sale of the Property and funds received from the liquidation of the Debtor's assets shall be distributed to the Equity Interest Holders. The Debtor shall employ a broker to market the Property for sale, and such Property shall be sold pursuant to Section 363 of the Bankruptcy Code free and clear of any and all liens, encumbrances and alleged interests in the Property. Creditors holding Allowed Claims in classes 1 and 2 shall be paid at closing by the title company closing the sale. Further, the title company shall fund the tenant security deposit claims of Class 3 at closing. The net proceeds from the sale of the Property shall, at the option of the Disbursing Agent, be deposited into the Registry of the Court, in an account maintained by the Disbursing Agent, or held at the title company closing the sale of the Property until further order of the Court. The Plan will be funded from the Debtor's available Cash, and the Property Sales Proceeds. The Effective Date of the Plan in this case is generally defined as the date of the closing of the sale of the Property, as the Debtor will not have the means to implement the Plan until the Property is sold. A full-text copy of the Disclosure Statement dated April 1, 2024 is available at https://urlcurt.com/u?l=JCanYg from PacerMonitor.com at no charge. Attorney for the Debtor: H. Anthony Hervol, Esq. Law Office of H. Anthony Hervol 22211 IH-10 West, Suite 1206-168 San Antonio, TX 78257 Telephone: (210) 5222-9500 Facsimile: (210) 5222-0205 Email: hervol@sbcglobal.net About 8607 Wurzbach Management 8607 Wurzbach Management, L.P. is a Texas limited partnership with its principal place of business and all of its assets located in San Antonio, Texas. It owns and operates three commercial buildings which are part of a small complex near the intersection of Wurzbach and Fredericksburg Roads in the medical center area, with a physical address of 8607 and 8647 Wurzbach Road, San Antonio, Texas. The current occupancy rate for the complex is approximately 90%. 8607 Wurzbach Management filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-51208) on Sept. 4, 2023, with $1 million to $10 million in assets and $500,001 to $1 million in liabilities. Savitri Frizzell of 8607 Wurzbach Corporation, general partner of 8607 Wurzbach Management, signed the petition. Judge Michael M. Parker oversees the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol, represents the Debtor as bankruptcy counsel. AC PLUS MARINE: Wins Cash Collateral Access Thru May 30 ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized AC Plus Marine, Inc. to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance, through May 30, 2024. Prior to the Petition Date, Debtor obtained financing from the U.S. Small Business Administration, which is purportedly secured by a lien on the Debtor's cash and/or cash equivalents. The SBA may assert a first priority security interest in the Debtor's cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on January 22, 2021. The outstanding balance owed to the SBA is approximately $163,597. In addition, Quick Bridge Funding, LLC and Crum & Forster may assert an interest on the Debtor's cash equivalents, which interests are inferior to those of the SBA. The court ruled the SBA and the inferior interest holders will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. A continued hearing on the matter is set for May 30, 2024 at 10:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=shJnk6 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $13,361 for the week beginning April 14, 2024; $9,537 for the week beginning April 21, 2024; and $15,009 for the week beginning April 28, 2024. About AC Plus Marine, Inc. AC Plus Marine, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:24-bk-00757-GER) on February 16, 2024. In the petition signed by Cyndie A. Phillippe, sole shareholder, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Grace E. Robson oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. ACCORDA THERAPEUTICS: King Advises Noteholder Group and DIP Lenders ------------------------------------------------------------------- In the Chapter 11 cases of Acorda Therapeutics, Inc., and affiliates, the Ad Hoc Noteholder Group and DIP Lenders filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. In September 2020, certain holders, or investment advisors, sub advisers or managers of the discretionary accounts of such holders (collectively, the "Ad Hoc Noteholder Group"), of 6.00% Convertible Senior Secured Notes due 2024 under that certain Indenture, dated as of December 23, 2019 (as amended, supplemented or otherwise modified from time to time, the "Indenture"), engaged King & Spalding LLP ("K&S") to represent them in connection with the Indenture. The Ad Hoc Noteholder Group subsequently engaged Perella Weinberg Partners L.P. as a financial advisor. K&S represents the Ad Hoc Noteholder Group, which also comprises all proposed DIP Lenders, pursuant to the DIP Credit Agreement for which relief has been requested in the Interim DIP Order, (the "DIP Lenders"). K&S does not represent or purport to represent any entities other than the Ad Hoc Noteholder Group, DIP Lenders, and the DIP Administrative Agent in connection with the Debtors' chapter 11 cases. Each individual member of the Ad Hoc Noteholder Group and the DIP Lenders hold claims, or such member or one or more of its affiliates advise, sub-advise or manage accounts that hold claims, against the Debtors arising from the Indenture and the other disclosable economic interests set forth herein. K&S does not own, nor has it ever owned, any claims against the Debtors except for claims for services rendered to the Ad Hoc Noteholder Group, DIP Lenders, and the DIP Agent. K&S will seek to have its fees and disbursements incurred on behalf of the Ad Hoc Noteholder Group and DIP Lenders paid by the Debtors' estates pursuant to title 11 of the United States Code or as otherwise permitted in the Debtors' chapter 11 cases. The Ad Hoc Noteholder Group and DIP Lenders' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. D. E. Shaw Valence Portfolios, L.L.C 1166 Avenue of the Americas, 9th Floor New York, NY 10036 Telephone: (646) 386-0300 Attn: Joshua Porter Email: Deshaw-ucas-fin-ops@arcesium.com * $14,000,000 * $1,432,716 2. Davidson Kempner Arbitrage, Equities and Relative Value LP M. H. Davidson & Co. Midtown Acquisitions L.P. 520 Madison Avenue, 30th Floor New York, NY 10022 Telephone: (212) 446-4000 E-mail: USTransactionsLegalNotices@dkpartners.com * $52,324,000 * $5,354,674 3. Highbridge Tactical Credit Institutional Fund, Ltd. Highbridge Tactical Credit Master Fund, L.P. 277 Park Avenue, 23rd Floor New York, NY 10172 Telephone: (212) 287-2538 Attention: Damon Meyer E-mail: mo-us@highbridge.com; tcf@highbridge.com * $45,283,000 * $4,634,120 4. Nineteen77 Global Multi-Strategy Alpha Master Limited One North Wacker Drive, 32nd Floor Chicago, IL 60606 Telephone: (312) 525-5839 Attention: O'Connor Legal E-mail: jeff.richmond@ubs.com; andy.martin@ubs.com; christopher.brezski@ubs.com * $30,000,000 * $3,070,106 5. Certain funds managed by Canyon Capital Advisors LLC 2728 N. Harwood St., 2nd Floor Dallas, TX 75201 Telephone: (214) 253-6000 Attention: Corporate Actions; Bank Deb E-mail: corpactions@canyonpartners.com; bankdebt@canyonpartners.com * $25,875,000 * $2,647,966 6. Quantum Partners LP Palindrome Master Fund LP Cedar Grove Holdings Ltd. 250 W 55th Floor 29 New York, NY 10019 Telephone: 212-320-5717 Attention: Neal Paul Donnelly E-mail: Neal.Donnelly@soros.com * $27,951,000 $2,860,418 Counsel to the Ad Hoc Noteholder Group and DIP Lenders: KING & SPALDING LLP Matthew L. Warren, Esq. Lindsey Henrikson, Esq. Valerie Eliasen, Esq. Ha Kyung Cho, Esq. 110 N. Wacker Drive, Suite 3800 Chicago, IL 60606 Telephone: (312) 764-6921 (312) 764-6924 (312) 706-8040 (312) 764-6930 Email: mwarren@kslaw.com lhenrikson@kslaw.com veliasen@kslaw.com acho@kslaw.com About Acorda Therapeutics Acorda is a biopharmaceutical company that has developed breakthrough products, therapies, and biotechnology to restore function and improve the lives of people with neurological disorders. INBRIJA is approved for intermittent treatment of OFF episodes in adults with Parkinson's disease treated with carbidopa/levodopa. Acorda Therapeutics Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 24-22284) on April 1, 2024. In the petition signed by Michael A. Gesser, as chief financial officer, the Debtor disclosed total assets as of Dec. 31, 2023 amounting to $108,525,000 and total debt as of Dec. 31, 2023 of $266,204,000. The Honorable Bankruptcy Judge David S. Jones handles the case. Acorda is being advised by Baker McKenzie as legal counsel, Ernst & Young as financial advisor, and Ducera Partners and Leerink Partners as the investment bankers. Kroll Restructuring Administration is the claims agent. Merz is being advised by Freshfields Bruckhaus Deringer US LLP as legal counsel, Morgan Stanley as investment banker, and Deloitte as financial and tax advisors. Senior Convertible Noteholders are being advised by King & Spalding as legal counsel and Perella Weinberg Partners as investment banker. ACORDA THERAPEUTICS: Files for Chapter 11 to Facilitate Sale ------------------------------------------------------------ Acorda Therapeutics, Inc. (Nasdaq: ACOR) on April 1, 2024, disclosed that it has entered into an asset purchase agreement with Merz Therapeutics to purchase substantially all of the assets of Acorda, including the rights to INBRIJA, AMPYRA, and FAMPYRA for $185 million. Merz Therapeutics, a leader in the field of neurotoxins, is a business of the global family-owned company Merz, headquartered in Frankfurt am Main, Germany. To facilitate an orderly sale process, and in an effort to maximize the value for the Company's assets through a competitive auction process, with Merz serving as the "stalking horse" bidder, Acorda and certain of its affiliates filed voluntary petitions to commence Chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of New York. The decision to file for Chapter 11 protection follows a lengthy strategic review during which the Company explored a wide range of strategic options. The sale will be conducted through a court-supervised process under Section 363 of the U.S. Bankruptcy Code, which will provide potential buyers the opportunity to submit offers and is expected to conclude in June 2024. Ron Cohen, M.D., Acorda's CEO and President, said, "Acorda's management team and board have evaluated all of our strategic options, and following an exhaustive process believe that this option is in the best interest of stakeholders. One of our top priorities is to ensure an uninterrupted supply of our medications to people with multiple sclerosis and Parkinson's disease. We are confident that Merz Therapeutics, if they are the ultimate acquirer, will be able to seamlessly continue serving these patients' needs, given Merz's longstanding dedication to improving the lives of people who suffer from movement disorders and other neurological conditions." Acorda will continue operations while it works to complete the sale process. To enable this, the Company has filed motions with the court seeking to ensure the continuation of normal operations during this process. Upon court approval, Acorda expects to minimize the impact of the bankruptcy process on its employees, customers, patients, and other key stakeholders. Acorda entered into a Restructuring Support Agreement with the holders of over 90% of its 6.00% Convertible Senior Secured Notes due 2024, which sets out certain milestones and conditions relating to the Section 363 sale process. In addition, in order to fund the continued operations of the Company during the bankruptcy process, Acorda and certain noteholders entered into a Debtor-in-Possession Financing Agreement to provide a term loan facility in the aggregate amount of $20 million in new money, which is also subject to court approval. Acorda is being advised by Baker McKenzie as legal counsel, Ernst & Young as financial advisor, and Ducera Partners and Leerink Partners as the investment bankers. Merz is being advised by Freshfields Bruckhaus Deringer US LLP as legal counsel, Morgan Stanley as investment banker, and Deloitte as financial and tax advisors. Senior Convertible Noteholders are being advised by King & Spalding as legal counsel and Perella Weinberg Partners as investment banker. Additional Information Additional information about the bankruptcy cases is available by calling the Company's Restructuring Information Line at (844) 712-1917 within the U.S., or (646) 777-2412 outside the U.S. Information is also available at https://cases.ra.kroll.com/Acorda. Additional information may also be found in our public reports filed with the Securities and Exchange Commission. About Acorda Therapeutics Acorda Therapeutics develops therapies to restore function and improve the lives of people with neurological disorders. INBRIJA(R) is approved for intermittent treatment of OFF episodes in adults with Parkinson's disease treated with carbidopa/levodopa. INBRIJA is not to be used by patients who take or have taken a nonselective monoamine oxidase inhibitor such as phenelzine or tranylcypromine within the last two weeks. INBRIJA utilizes Acorda's innovative ARCUS(R) pulmonary delivery system, a technology platform designed to deliver medication through inhalation. Acorda also markets the branded AMPYRA(R) (dalfampridine) Extended Release Tablets, 10 mg. ACORDA THERAPEUTICS: Nasdaq to Delist Common Stock on April 12 -------------------------------------------------------------- Acorda Therapeutics, Inc. (Nasdaq: ACOR) disclosed that Nasdaq Stock Market ("Nasdaq") on April 3 notified the Company that it will suspend trading in and delist the Company's common stock, effective with the opening of business on April 12, 2024. The notice follows the Company's April 1, 2024 announcement that it has reached an agreement with Merz Therapeutics to acquire substantially all of the assets of the Company. In connection with that announcement, Acorda and certain of its affiliates filed voluntary petitions to commence Chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of New York. Nasdaq commenced proceedings to delist the Company's common stock, based on the Company's noncompliance with Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 as a result of the Company's commencement of Chapter 11 proceedings and also because the Company was not in compliance with Listing Rule 5450(b)(1)(A), which requires listed companies to maintain stockholders' equity of at least $10 million. Once the delisting takes effect, Acorda expects its common stock to begin trading on the Pink Open Market (commonly referred to as the "pink sheets"). About Acorda Therapeutics Acorda is a biopharmaceutical company that has developed breakthrough products, therapies, and biotechnology to restore function and improve the lives of people with neurological disorders. INBRIJA is approved for intermittent treatment of OFF episodes in adults with Parkinson's disease treated with carbidopa/levodopa. Acorda Therapeutics Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 24-22284) on April 1, 2024. In the petition signed by Michael A. Gesser, as chief financial officer, the Debtor disclosed total assets as of Dec. 31, 2023 amounting to $108,525,000 and total debt as of Dec. 31, 2023 of $266,204,000. The Honorable Bankruptcy Judge David S. Jones handles the case. Acorda is being advised by Baker McKenzie as legal counsel, Ernst & Young as financial advisor, and Ducera Partners and Leerink Partners as the investment bankers. Kroll Restructuring Administration is the claims agent. Merz is being advised by Freshfields Bruckhaus Deringer US LLP as legal counsel, Morgan Stanley as investment banker, and Deloitte as financial and tax advisors. Senior Convertible Noteholders are being advised by King & Spalding as legal counsel and Perella Weinberg Partners as investment banker. ADAMS HOMES: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Adams Homes, Inc.'s ratings, including its Long-Term Issuer Default Rating (IDR) at 'B+', senior unsecured revolving credit facility at 'BB+'/'RR1' and senior unsecured notes at 'BB-'/'RR3'. The Rating Outlook is Stable. With these affirmations, the rating on the company's senior unsecured revolving credit facility is no longer Under Criteria Observation. Adams Homes, Inc.'s 'B+' Issuer Default Rating (IDR) reflects its modest leverage, limited geographic and product diversity, limited financial flexibility and concentrated ownership structure. The company's leading positions in its local markets, balanced land strategy and cash flow profile also are factored into the rating. The Stable Outlook reflects Fitch's expectation for a relatively stable demand environment in Adams' markets and ample headroom relative to Fitch's EBITDA leverage negative sensitivity. Variation from Published Criteria Fitch's Corporates Recovery Ratings and Instrument Ratings Criteria calls for capping unsecured debt instruments for issuers rated 'B+' at 'BB-'/'RR3'. A variation from Fitch's Corporate Recovery Ratings and Instrument Ratings Criteria was made in rating Adams Homes' senior unsecured revolver 'BB+'/'RR1' as the instrument's credit agreement contains a springing lien provision, which Fitch expects would be triggered well ahead of a distress scenario, resulting in the unsecured revolver becoming a secured facility. The company's unsecured bond indenture allows for the revolver to be secured without ratably securing the unsecured bonds. KEY RATING DRIVERS Limited Geographic Diversification: The company is meaningfully less geographically diversified than most U.S. homebuilders in Fitch's coverage. Adams' concentration in the Southeastern U.S. leaves it exposed to an outsized impact during cyclical downturns, or a meaningful pullback in housing demand in the region. As of Dec. 31, 2023, Adams had 124 active communities across seven states. Elevated Leverage: Adams has limited rating headroom relative to the negative rating sensitivities for the 'B+' IDR, as Fitch-calculated net debt to capitalization, which includes $200 million of shareholder loan and excludes $50 million of cash classified by Fitch as not readily available for working capital, was 55.5% at Dec. 31, 2023 and EBITDA leverage was 3.1x for the LTM period. Fitch expects net debt to capitalization to remain stable in 2024, but projects EBITDA leverage to increase to around 3.5x as margin compression outweighs double-digit revenue growth. Management has a leverage target of total debt to capitalization below 45% to which it has managed in recent years, but the company excludes the shareholder loan from its calculation. Fitch expects Adams will use balance sheet cash and revolver borrowings to replenish inventory and continue to grow its footprint, which should keep Fitch-calculated net debt to capitalization steady around 50%-55% through YE 2025. Financial Flexibility: Adams has sufficient liquidity in cash, revolver availability and FFO generation to replenish its existing land portfolio and support modest growth. The company's recent conversion to a C-Corporation should improve financial flexibility. When previously structured as an S-Corporation, Adams did not pay income taxes, but distributed a meaningful portion of net income to Bryan Adams, its CEO and sole shareholder, to pay taxes. Fitch does not expect any sizable shareholder distributions beyond 2024, and projects the company's cash outflow for taxes to be modestly lower going forward. Entry-Level Focus: Adams sells homes specifically targeting entry-level segments. This strategy has resulted in strong operating performance and order growth in recent years as home affordability constraints have led to higher demand for affordable product offerings. Fitch expects demographic trends to continue to support long-term demand for entry-level homes. However, Fitch believes demand at lower price points can be more cyclical and volatile, as first-time buyers are more sensitive to higher mortgage rates and home prices and deteriorating economic conditions. Land Strategy: Adams has one of the shorter owned-land positions among the builders in Fitch's coverage. This strategy reduces the risk of downside volatility and impairment charges in a contracting housing market. That is due in part to the company's strategy of only purchasing developed lots, which mitigates risk, as Adams does not hold raw land on its balance sheet. As of Dec. 31, 2023, Adams controlled 12,168 lots, including homes in backlog, representing an 9% yoy decrease in total lots controlled. About 61% of lots under control were owned, and the remainder were controlled through options. Based on LTM closings, Adams controlled 4.1 years of land and owned 2.5 years. Ownership Structure: Adams is privately held, with concentrated ownership and weak governance controls relative to larger, public homebuilders in Fitch's coverage. Capital allocation decisions are made by one individual, which poses significant key-person risk. The company's credit agreement and bond indentures contain restrictive covenants that protect debtholders, but sizable cash distributions could weaken the balance sheet and pressure the ratings. Cash Flow: Fitch expects Adams' to increase land acquisition spending in 2024, resulting in negative cash flow from operations (CFO) of $60 million-$80 million in 2024. The company pulled back on land acquisition in 2022 and 2023, resulting in CFO of $42 million and $180 million, respectively. Fitch expects Adams will generate slightly negative CFO in 2025, which assumes continued working capital investment and modest margin expansion amid a stable demand environment. Adams' IDR reflects Fitch's expectation that management will reduce inventory spending if market conditions deteriorate and will monetize its housing inventory. This should allow the company to generate strong cash flow, which can then be used to pay down debt or build cash on the balance sheet during housing downturns. Housing Market Remains Challenged: Fitch expects the housing market to improve in 2024 but remain anemic, as low housing affordability and a weak economic backdrop will keep housing demand constrained. Mortgage rates staying higher for longer, combined with elevated home prices, will keep affordability challenging. However, homebuilders' ability to adjust product offerings and offer mortgage rate buydowns will make new homes an attractive alternative for potential homebuyers. Adams' offering of homes at affordable price points allows the company to meet homebuyers' needs. Fitch expects Adams' revenues will grow low-double digits, driven largely by higher home deliveries and slightly higher selling prices while EBITDA margins compress 225bps to 275bps from higher input costs and elevated incentive levels. DERIVATION SUMMARY Adams Homes is larger than STL Holding Company, LLC (dba DSLD Homes; B+/Stable) and Landsea Homes (B/Stable) in terms of deliveries and community count, but smaller than Dream Finders Homes (BB-/Stable) and generates lower revenues than Landsea. Adams is more geographically diversified than Landsea and DSLD Homes. Adams' has similar credit metrics relative to Dream Finders and Landsea, but weaker metrics compared with DSLD. All four issuers do a moderate amount of speculative building and have meaningful exposure to entry-level homes, but both Dream Finders has greater exposure to other price points and buyer segments. Adams' has higher EBITDA margins and a shorter owned-land position than these peers. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include - Revenue grows 13%-15% in 2024 and 8%-10% in 2025 as the company ramps up production; - EBITDA margin of 14.0%-15.0% in 2024 and 2025; - CFO turns modestly negative in 2024 and 2025 as the company increases spending on land acquisition and home production; - Net debt to capitalization steady at around 55% in 2024 before declining to 45%-50% in 2025; - EBITDA leverage of 3.0x-3.5x in 2024 and 2025; - Inventory to debt around 1.5x in 2024 and 2025; - Shareholder distribution of ~50% of 2023 net income in 2024; - No shareholder distributions beyond 2024 due to company's recent conversion to C-Corporation; - Average SOFR of 5.125% in 2024 and 4.05% in 2025. RECOVERY ANALYSIS The recovery analysis assumes that Adams would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch assumed a 10% administrative claim. - The GC EBITDA estimate of $90 million reflects Fitch's view of a sustainable, post reorganization EBITDA level, upon which the agency bases the enterprise value (EV). The GC EBITDA is based on Fitch's assumption that distress would arise from further weakening in the housing market combined with loss of market share; - Fitch estimates annual revenues that are about 30% below LTM levels, and Fitch-adjusted EBITDA margins of about 11.5%-12.0%, would capture the lower revenue base of the company after emerging from a housing downturn, plus a sustainable margin profile after right sizing; An EV multiple of 5.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The choice of the multiple considered the following factors: - Fitch used a 5.5x multiple to calculate the EV of Landsea Homes (B/Stable) and DSLD Homes (B+/Stable). Landsea is the 35th largest homebuilder by deliveries with operations in Arizona, California, Florida, New York and Texas. DSLD is the 31st largest homebuilder by deliveries with operations in Louisiana, northwest Florida, Alabama, Mississippi and east Texas. Fitch used a 6.0x multiple to calculate the EV for Empire Communities Corp. (B-/Stable). Empire is one of the largest low-rise builders in the Greater Golden Horseshoe and Greater Toronto areas and a growing presence in the U.S. - Trading multiples (EV/EBITDA) for public homebuilders currently average about 8.4x and have been in the 3.5x-8.5x range for the past 24 months; Fitch assumes the revolving credit facility has $245 million outstanding at the time of recovery, which accounts for potential shrinkage in the available borrowing base due to contracting inventory levels during a period of weaker demand that causes a default. The credit agreement contains a springing lien provision, which Fitch expects would be triggered in a distress scenario, resulting in a higher-ranking claim relative to the senior unsecured notes upon the occurrence of a trigger event; - The allocation of the value in the liability waterfall results in a recovery corresponding to an 'RR1' for the senior unsecured revolving credit facility and an 'RR3' for the senior unsecured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The company increases its size, further enhances its geographic diversification and market leadership positions, and/or broadens its product offering beyond the entry-level segment; - Net debt to capitalization is consistently below 45% and the company maintains a healthy liquidity position; - Fitch's expectation that EBITDA leverage will sustain below 4.0x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Net debt to capitalization sustained above 55%; - EBITDA interest coverage falls below 2.0x; - EBITDA leverage sustained above 4.5x; - Inventory to debt consistently below 1.2x; - Deterioration in the company's liquidity profile, including consistently negative CFO and limited availability under its revolving credit facility. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: As of Dec. 31, 2023, Adams had ample liquidity with $187.3 million of cash on the balance sheet and no borrowings outstanding under its $325 million revolving credit facility, which matures in July 2026. Fitch expects this level of liquidity to provide Adams with enough liquidity to continue to grow its lot position and enhance its footprint. Manageable Near-Term Debt Maturities: The company has a well-laddered debt maturity schedule. Adams closest maturity is February 2025, when its $82.5 million 7.5% senior unsecured notes come due. The company's $250 million 9.25% senior notes mature in October 2028. As of Dec. 31, 2023, Adams also had industrial revenue bonds of $8.4 million and $4.7 million due November 2028 and May 2032, respectively. ISSUER PROFILE Adams Homes designs, markets, constructs and sells single-family homes and attached townhomes to entry-level buyers. Adams is one of the largest private homebuilders in the U.S., with operations concentrated in the Southeast. Criteria Variation A variation from Fitch's Corporates Recovery Ratings and Instrument Ratings Criteria was made as Adam's senior unsecured revolving credit facility is rated 'RR1', which is above the 'RR3' cap applicable for unsecured debt instruments where the IDR is 'B+'. SUMMARY OF FINANCIAL ADJUSTMENTS Historical and projected EBITDA is adjusted to add back interest expense included in cost of sales and also excludes impairment charges, land option abandonment costs and a portion of the annual shareholder distribution which was reported in SG&A expense. Fitch classifies the $200 million shareholder loan as debt. ESG CONSIDERATIONS Adams has an ESG Relevance Score of '4' for Governance Structure due to its weak governance controls, which has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. 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 ----------- ------ -------- ----- Adams Homes, Inc. LT IDR B+ Affirmed B+ senior unsecured LT BB- Affirmed RR3 BB- senior unsecured LT BB+ Affirmed RR1 BB+ ADMIRABLE HAVENS: John Whaley Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 21 appointed John Whaley, a practicing accountant in Atlanta, Ga., as Subchapter V trustee for Admirable Havens, LLC. Mr. Whaley will be paid an hourly fee of $410 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Whaley declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: John T. Whaley, CPA P.O. Box 76362 Atlanta, GA 30358 Phone: 404-946-5272 Email: trustee@jtwcpa.net About Admirable Havens Admirable Havens, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-10446) on April 1, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. William A. Rountree at Rountree Leitman Klein & Geer, LLC represents the Debtor as legal counsel. AGTJ13 LLC: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ AGTJ13, LLC asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay post-petition operating expenses, including, but not limited to, insurance, utilities, security and maintenance expenses. Lone Oak Fund, LLC and CPIF California, LLC assert an interest in the rents and other proceeds generated by the Debtor's real property located at 450 S. Western Avenue, Los Angeles, California. The property generates rents of over $400,000 per month, collects CAM charges of $150,000+ per month, and has operating expenses of $150,000+ per month. However, on March 22, 2024, Property Co received rents and CAM charges from its anchor tenant Gaju Market Corporation, which were substantially less than they had paid over the past three years. A dispute has arose between the Debtor and Gaju Market Corporation regarding rents and CAM charges, and the Debtor intends to seek appropriate relief. The Debtor has approximately $275,719 in its Specified Account and $4,836 in its other debtor-in-possession account, as well as $298,773 in an account at First Republic Bank controlled by CPIF. The Debtor purchased the property in December 2020 for $57.5 million. Lone Oak and CPIF assert an interest in the rents and other proceeds generated by the Property, but consent to the use of Rents for the limited purpose of paying the Debtor's actual, post-petition expenses which are due and payable on or before April 30, 2024. As adequate proetctoin, the Debtor proposes to grant the Lenders a replacement lien in all post-petition assets of the Debtor's estate, with such replacement liens having the same extent, validity and priority of the Lenders' respective pre-petition liens upon the Debtor's assets as of the Petition Date. The Lenders will be entitled to a "super-priority" administrative claim, without any further action, pursuant to, and solely to the extent provided by, 11 U.S.C. Section 507(b), higher in priority than any and all administrative claims to the Debtor's assets to the extent the adequate protection granted proves inadequate. A copy of the motion is available at https://urlcurt.com/u?l=gzRxF3 from PacerMonitor.com. About AGTJ13, LLC AGTJ13, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11409) on February 26, 2024. In the petition signed by Lafayette Jackson Sharp, IV, manager, the Debtor disclosed up to $100 million in both assets and liabilities. Judge Sandra R Klein oversees the case. Ron Bender, Esq., at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P., represents the Debtor as legal counsel. AIRSPAN NETWORK: NYSE American to Commence Delisting Proceedings ---------------------------------------------------------------- NYSE American LLC on April 1, 2024, disclosed that the staff of NYSE Regulation has determined to commence proceedings to delist the common stock of Airspan Networks Holdings Inc. (the "Company") -- ticker symbol MIMO -- from NYSE American. Trading in the Company's common stock will be suspended immediately. NYSE Regulation has determined that the Company is no longer suitable for listing and will commence delisting proceedings pursuant to Section 1003(c)(iii) of the NYSE American Company Guide in light of the Form 8-K disclosure on April 1, 2024 that the Company and its U.S subsidiaries have filed on March 31, 2024 voluntary prepackaged Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware. In reaching its delisting determination, NYSE Regulation notes that the Company entered into a Restructuring Support Agreement on March 29, 2024. However, there is uncertainty as to the ultimate effect of this process on the value of the Company's common stock. The Company has a right to a review of staff's determination to delist the common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange. The NYSE American will apply to the Securities and Exchange Commission to delist the Company's common stock upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff's decision. About Airspan Networks Airspan Networks Holdings Inc. is a U.S.-based provider of groundbreaking, disruptive software and hardware for 5G networks, and a pioneer in end-to-end Open RAN solutions that provide interoperability with other vendors. As a result of innovative technology and significant R&D investments to build and expand 5G solutions, Airspan believes it is well-positioned with 5G indoor and outdoor, Open RAN, private networks for enterprise customers and industrial use applications, fixed wireless access (FWA), Air-To-Ground, Neutral Host Networks and Utilities solutions to help mobile network operators of all sizes deploy their networks of the future, today. With over one million cells shipped to 1,000 customers in more than 100 countries, Airspan has global scale. On the Web: http://www.airspan.com/ Airspan Networks sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10621) on March 31, 2024. In the petition filed by Glenn Laxdal, as president and chief executive officer, the Debtor reports total assets as of Sept. 30, 2023 amounting to $58,965,000 and total debts as of Sept. 30, 2023 of $176,745,000. The Honorable Bankruptcy Judge Thomas M. Horan oversees the case. Dorsey & Whitney LLP is serving as legal counsel to Airspan. VRS Restructuring Services, LLC is serving as Airspan's financial advisor and Intrepid Investment Bankers LLC is serving as Airspan's investment banker. Epiq is the claims agent. AIRSPAN NETWORKS: Unsecureds Unimpaired in Prepackaged Plan ----------------------------------------------------------- Airspan Networks Holdings Inc. and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for the Joint Prepackaged Plan of Reorganization dated March 31, 2024. Airspan is a U.S. headquartered, award-winning technical leader, in the 4G and 5G Radio Access Network ("RAN") and broadband access solutions market. The Company offers a broad range of software defined radios, broadband access products and network management software to enable cost-effective deployment and efficient management of mobile, fixed and hybrid wireless networks. Over the course of its operations, Airspan has incurred significant operating losses in part due to its commitment of significant resources to research and development as well as competitive pressures. Airspan determined that a comprehensive restructuring was the best path forward and engaged in negotiations and discussions with its key stakeholders, the result of which is a holistic balance sheet restructuring memorialized in the Plan. The Plan has the overwhelming support of the Debtors' major stakeholders, as evidenced by the restructuring support agreement (the "Restructuring Support Agreement"). As of the date of this Disclosure Statement, holders of approximately 95% in aggregate principal amount of the Senior Secured Claims and 100% in principal of the Subordinated Claims have signed onto the Restructuring Support Agreement. Pursuant to the Plan, the Debtors will pursue a recapitalization transaction that would allow for substantial deleveraging and a new capital infusion to right size the Debtors' balance sheet for the benefit of all stakeholders (a "Reorganization Transaction"). The Plan provides that, in the event of a Reorganization Transaction: * Holders of Senior Secured Claims shall receive, in full and final satisfaction of such Claims: (i) their Pro Rata share of 94.375% of New Common Equity, subject to dilution on account of the MIP, the New Money Common Equity, the New Warrants, the Equity Backstop Premium, and any fees to be paid in the form of New Common Equity; and (ii) the right to participate (or for such Holder's Affiliates to participate) in the New Money Common Equity Investment Opportunity; * Holders of Allowed Subordinated Claims shall receive, in full and final satisfaction of such Claims, their Pro Rata share of (i) 5.625% of New Common Equity, subject to dilution on account of the MIP, the New Money Common Equity, the New Warrants, the Equity Backstop Premium, and any fees to be paid in the form of New Common Equity, (ii) the New Existing Subordinated Debt Warrants and (iii) the right to participate (or for such Holder's Affiliates to participate) in the New Money Common Equity Investment Opportunity; and * Holders of Existing Common Stock Interests that are Eligible Holders shall receive, in full and final satisfaction of such Claims: their Pro Rata Share of the Equity Cash Pool or at such Eligible Holder's election, in lieu of its Pro Rata Share of the Equity Cash Pool, their Pro Rata share of New Existing Equity Warrants; provided that, if more than 150 Holders of Existing Common Stock Interests elect to receive New Existing Equity Warrants, no New Existing Equity Warrants shall be issued and all Eligible Holders shall instead receive shares of the Equity Cash Pool regardless of election. For the avoidance of doubt, the amount of the Equity Cash Pool shall be ratably reduced in respect of any Holders of Existing Common Stock Interests that (i) elect to receive (and do receive) the New Existing Equity Warrants, or (ii) are not Eligible Holders. The Plan and the Restructuring Support Agreement expressly authorize the Debtors to pursue an Acceptable Sale Transaction. The Debtors' pursuit of an Acceptable Sale Transaction will provide a public and competitive forum in which the Debtors seek bids or proposals for potential transactions that, if representing higher or otherwise better value for the Debtors and their stakeholders than the Reorganization Transaction and satisfying certain other criteria outlined in the Plan and the Restructuring Support Agreement, may, at the election of the Debtors and the Senior Secured Creditors, be pursued in lieu of the Reorganization Transaction (the "Sale Transaction"). Class 4 consists of General Unsecured Claims. The legal, equitable and contractual rights of the holders of Allowed General Unsecured Claims are unaltered by the Plan. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to different treatment, on or after the effective date, the Debtors shall continue to pay or dispute each General Unsecured Claim in the ordinary course of business as if the Chapter 11 Cases had never been commenced. This Class will receive a distribution of 100% of their allowed claims. This Class is unimpaired. The Debtors, the Reorganized Debtors or Post-Effective Date Debtors, as applicable, shall fund distributions under the Plan with the (i) Debtors' Cash on hand, (ii) Cash generated from operations; and (iii) either (a) if the Reorganization Transaction is consummated, funds from the DIP Facility, and funds generated through issuance of the New Money Common Equity Investment Opportunity, or (b) if the Sale Transaction is consummated, the proceeds of the Sale Transaction. Proposed Counsel to the Debtors: Eric Lopez Schnabel, Esq. Alessandra Glorioso, Esq. DORSEY & WHITNEY (DELAWARE) LLP 300 Delaware Avenue, Suite 1010 Wilmington, Delaware 19801 Phone: (302) 425-7171 E-mail: schnabel.eric@dorsey.com glorioso.alessandra@dorsey.com - and - Eric Lopez Schnabel, Esq. Alessandra Glorioso, Esq. Samuel S. Kohn, Esq. Michael Galen, Esq. Rachel P. Stoian, Esq. DORSEY & WHITNEY LLP 51 West 52nd Street New York, NY 10019 Phone: (212) 415-9200 E-mail: schnabel.eric@dorsey.com glorioso.alessandra@dorsey.com kohn.sam@dorsey.com galen.michael@dorsey.com stoian.rachel@dorsey.com About Airspan Networks Airspan Networks Holdings Inc. is a U.S.-based provider of groundbreaking, disruptive software and hardware for 5G networks, and a pioneer in end-to-end Open RAN solutions that provide interoperability with other vendors. As a result of innovative technology and significant R&D investments to build and expand 5G solutions, Airspan believes it is well-positioned with 5G indoor and outdoor, Open RAN, private networks for enterprise customers and industrial use applications, fixed wireless access (FWA), Air-To-Ground, Neutral Host Networks and Utilities solutions to help mobile network operators of all sizes deploy their networks of the future, today. With over one million cells shipped to 1,000 customers in more than 100 countries, Airspan has global scale. On the Web: http://www.airspan.com/ Airspan Networks sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10621) on March 31, 2024. In the petition filed by Glenn Laxdal, as president and chief executive officer, the Debtor reports total assets as of Sept. 30, 2023 amounting to $58,965,000 and total debts as of Sept. 30, 2023 of $176,745,000. The Honorable Bankruptcy Judge Thomas M. Horan oversees the case. Dorsey & Whitney LLP is serving as legal counsel to Airspan. VRS Restructuring Services, LLC is serving as Airspanâ€™s financial advisor and Intrepid Investment Bankers LLC is serving as Airspanâ€™s investment banker. Epiq is the claims agent. AMERA RE: Wins Cash Collateral Access on a Final Basis ------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Oklahoma authorized Amera Re to use cash collateral, on a final basis, in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to pay current operating expenses. Shree Ganesh, LLC is entitled to a validly perfected first priority lien on and security interests in the Debtor's post-petition Collateral subject to existing valid, perfected and superior liens in the Collateral held by other creditors, if any. The rights, liens and interests granted to Shree Ganesh, LLC will be based on the Secured Creditor's relative rights, liens and interests in the Debtor's cash collateral pre-petition. The post-petition security interests and liens granted will be valid, perfected and enforceable and will be deemed effective and automatically perfected as of the Petition Date without the necessity of the Secured Creditor taking any further action. In the event of, and only in the case of Diminution of Value of the Secured Creditor's interests in the Collateral, the Secured Creditor will be entitled to a super-priority claim that will have priority in the Debtor's bankruptcy case over all priority claims and unsecured claims against the Debtor and its estate. This super-priority claim will be subject and subordinate only to the Carve-Out and not to any other unsecured claim (having administrative priority or otherwise). The Carve-Out will include any feed and expenses incurred by the Debtor's professionals and the Subchapter V Trustee and approved by the Court up to $45,000. In no event will the Carve-Out rights created require the Secured Creditor to repay any adequate protection payments. The Debtor will make monthly escrow payments in the amount of $1,500 per month to Subchapter V Trustee, Stephen Moriarty. The Debtor will make post-petition adequate protection payments to Shree Ganesh, LLC in the amount of $2,257 per week until such time the Debtor's plan of reorganization is confirmed, or until the case is either confirmed or dismissed. Adequate protection payments will be made weekly, and the weekly amount will be determined by the income of the Debtor for the week and the expenses that must be paid for that week, for a total amount of $2,257 per week. The Debtor will pay $2,257 per week, assuming that amount is available each week once necessary operating expenses are paid. Any amount below $2,257 will be made up over the course of the next two weekly payments, for a total of $9,781 to be paid by the end of each month. The Debtor will not provide adequate protection payments to Mushtag Ahmad and Ana Marie Ahmad. A copy of the order is available at https://urlcurt.com/u?l=NZNw5r from PacerMonitor.com. About Amera RE Amera RE, a company in Chandler, Ariz., owns and operates Executive Inn Stillwater hotel. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10314) on Feb. 12, 2024, with $1,659,533 in total assets and $2,581,464 in total liabilities. Joshua Murakami, owner, signed the petition. Judge Sarah A. Hall oversees the case. Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC serves as the Debtor's bankruptcy counsel. AMERICAN HOME: Charles Mouranie Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Charles Mouranie of CMM & Associates as Subchapter V trustee for American Home Fitness Co. LLC. Mr. Mouranie 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. Mouranie declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Charles M. Mouranie CTP CMM & Associates 43313 Woodward Ave., Ste. 1189 Phone: 248.767.9492 Email: cmouranie@cmmengllc.com About American Home Fitness Organized in 2001, American Home Fitness Co. LLC 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. American Home Fitness filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-43240) on April 2, 2024, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Eric R. Swanson, president, signed the petition. Judge Maria L. Oxholm presides over the case. Charles D. Bullock, Esq. at Stevenson & Bullock, P.L.C. represents the Debtor as legal counsel. AMERICAN ROCK: $115MM Bank Debt Trades at 17% Discount ------------------------------------------------------ Participations in a syndicated loan under which American Rock Salt Co LLC is a borrower were trading in the secondary market around 83.5 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $115 million Term loan facility is scheduled to mature on June 11, 2029. The amount is fully drawn and outstanding. American Rock Salt Company LLC produces highway de-icing rock salt. The company operates a single mine in upstate New York and sells primarily to state and local government agencies in the northeastern United States. The firm is a wholly owned subsidiary of American Rock Salt Holdings, LLC, which is closely held by private investors including some members of management. The company does not publicly disclose its financial statements. Headquartered in Retsof, N.Y., American Rock Salt generated approximately $170 million in revenue for the twelve months ended December 31, 2023. ASP MCS ACQUISITION: $445MM Bank Debt Trades at 22% Discount ------------------------------------------------------------ Participations in a syndicated loan under which ASP MCS Acquisition Corp is a borrower were trading in the secondary market around 77.8 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $445 million Term loan facility is scheduled to mature on May 18, 2024. About $416.1 million of the loan is withdrawn and outstanding. Headquartered in Lewisville, Texas, ASP MCS Acquisition Corp., primarily provides property inspection and preservation services on behalf of lenders and loan servers for homes with defaulted mortgage loans. The company is owned by affiliates of American Securities LLC, a private equity group. ASPEN CHAPEL: Unsecured Creditors to be Paid in Full in Plan ------------------------------------------------------------ The Aspen Chapel, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado a Disclosure Statement describing Plan of Reorganization dated April 1, 2024. The Debtor is a Colorado non-profit corporation that owns and manages the landmark Aspen Chapel building ("The Chapel"). The Chapel was the gift of a single donor to the people of Aspen in 1968. The Debtor's sole source of revenue has been monthly operating cost reimbursements from the Aspen Chapel Community ("ACC") and Aspen Jewish Congregation ("AJC") congregations. The ACC and the AJC have each reimbursed the Debtor 60% and 40%, respectively, of the direct costs of the building such as cleaning, utilities, insurance, and routine maintenance. Lacking funding commitments from the two congregations to address the extensive repairs urgently needed to The Chapel, and the costs of defending the State Court Litigation, Debtor filed for bankruptcy protection on May 3, 2022. Under the terms of the Plan, post-confirmation, Debtor intends to obtain a $2 million loan to finance needed repairs and improvements to The Chapel, including the repairs identified in the McClain Report and additional improvements needed to secure new revenue streams to make The Chapel financially sustainable. The Plan allows both AJC and the ACC to continue to use The Chapel according to the terms set forth in the Plan. Debtor intends to pay the post-confirmation loan from user fees to be paid by the AJC and the ACC, and from new revenue generated from charitable gifts and grants; new user groups; special events such as weddings, memorials and baptisms; and concerts and other cultural events to be held at The Chapel. The Plan provides for the creation of five creditor classes, all of which are unimpaired under the Plan. The Effective Date of the Plan is 30 days after the entry of a Final Order confirming the Plan. The Effective Date is the date Debtor will begin to implement the Plan. The Confirmation Order becomes final when no longer subject to appeal or review (14 days after entry of the Order). Class Three consists of all other allowed unsecured creditor claims, including ACC’s Claim Nos. 2 & 3. It appears Claim No. 3 is duplicative of Claim No. 2 and, unless withdrawn, within 90 days of the Effective Date, Debtor intends to object to Claim No. 3. Claim No. 2 seeks repayment of $89,074 related to ACC's sole funding of The Chapel's roof replacement in 2020. Debtor collected these funds from AJC post Petition and the funds have been held in a segregated account since then. The Debtor will offset against any amount allowed to the ACC on its claims for amounts the ACC then owes to the Debtor. Projected through December 1, 2024, following Plan confirmation, the ACC will owe Debtor $77,525 in past due contributions to the Repairs and Replacement Reserves Fund leaving a balance due ACC of $11,547.10 Upon the Effective Date, the ACC's claim shall be determined and offset by amounts it then owes the Debtor, and its resulting Allowed Claim shall be paid in full along with all other unsecured Allowed Claims. Class Three is unimpaired. All of the remaining unsecured claims will be paid in full with the exception of Alpenglow Foundation and Potamkin HY Palmetto, LLC, totaling $40,000.11 These claims relate to Administrative Expenses incurred by Debtor and financed by claimants with unsecured demand promissory notes. Those notes (together with postpetition demand notes issued by Debtor and held by the same two entities and projected to total $400,000 at the Effective Date) will be converted to revolving term notes and paid in full, as detailed in the Plan. The Debtor has obtained a loan commitment from 16 private lenders who collectively have agreed to loan Debtor $2 million on the Effective Date. The Loan will be used to fund repairs needed to maintain The Chapel in the condition it was in in 1989, according to current building code requirements and construction standards. The Debtor's Plan will allow The Chapel to continue to serve the Roaring Fork Valley fulfilling the founder's vision of a gathering place for inter-spiritual dialogue and community unity. The Plan provides payment in full to all Debtor's creditors, and provides the AJC the possessory rights it claims pursuant to its Claim No. 4. A full-text copy of the Disclosure Statement dated April 1, 2024 is available at https://urlcurt.com/u?l=WmjJVn from PacerMonitor.com at no charge. Attorneys for the Debtor: Jeffrey A. Weinman, Esq. ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. 1600 Stout Street, 1900 Denver, CO 80202 Tel: 303-534-4499 Email: jweinman@allen-vellone.com About The Aspen Chapel The Aspen Chapel, doing business as Aspen Chapel of the Prince of Peace, sought Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 22-11531) on May 3, 2022. In the petition filed by Virginia C. Newton, as chair of the Board of Trustees, The Aspen Chapel listed up to $10 million in assets and up to $500,000 in liabilities. The case is assigned to Judge Michael E. Romero. Jeffrey Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor PC and Foster Graham Milstein & Calisher, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. ATHENAHEALTH GROUP: Fitch Affirms B LongTerm IDR, Outlook Negative ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of 'B' for athenahealth Group, Inc. (athenahealth). Fitch has also affirmed the senior secured first lien issue rating at 'B+'/'RR3' and the senior unsecured issue rating at 'CCC+'/'RR6'. The Rating Outlook is Negative. The affirmation reflects Fitch's expectation that athenahealth's operational performance could be higher than previously projected due to robust growth in revenues and EBITDA margin expansion. Fitch expects revenue growth to be driven by provider and payer services growth, supported by increased utilization of healthcare systems. athenahealth is on a higher EBITDA trajectory with continued cost management and notable progress towards previously announced cost saving initiatives. The ratings are also supported by recurring revenue streams, high retention rates, medical inflation, and expected price optimization. Fitch could revise the Outlook to Stable if the company demonstrates successful execution of the remaining cost saving measures, leading to EBITDA expansion in subsequent years and leverage sustained near 7.0x. However, higher-than-expected cash taxes pay-out could result in persistent negative free cash flows, which might prompt rating actions. KEY RATING DRIVERS Near-Term Constrained FCF: athenahealth's Fitch-calculated FCF for 2023 was negative due to heavy interest expense burden and high cash tax payments due to changing tax regulation. Fitch estimates athenahealth's cash flow will breakeven in fiscal 2024 due to improved revenue growth, continued realization of VCI actions and continued cost management. (CFO-Capex)/ debt ratio is expected to approximate near 4% by the end of fiscal 2026, consistent with other Fitch-rated 'B' issuers. In addition, Fitch believes that strong margins and moderate capital intensity will contribute towards robust FCF margins in the later years. Profitability Revival After Temporary Dip: After stagnating in 2022, athenahealth reported strong revenue growth at 10% (including Quatris' contribution) for fiscal 2023.Contributing factors included improved collections, driven by increased utilization of healthcare systems and strong performance in payer and life sciences businesses, partially offset by some attrition and declines in legacy product sales. Fitch expects sustained growth in fiscal 2024 due to the improving trends in outpatient care, renegotiation of contracts leading to higher take rates, and continued growth in Payer services. Fitch forecasts EBITDA margins to substantially improve and reach the mid-40% range over the next three years, driven by ongoing cost management, and full attainment of cost reduction initiatives. Moderate Execution Risk: athenahealth is undergoing a cost-reduction program, including headquarter relocation, RCM modernization, workforce rebalance (completed), procurement cost savings and automation. The company appears to be on the right track with successful progress towards cost saving realization, leading to EBITDA margins of 40% at the end of FY 2023. While Fitch believes athenahealth has capabilities to execute successfully on the remaining cost savings plans, execution risk exists and deviation from plan could impact Fitch's rating case for the company. Leverage Improvement: In February 2022, Bain Capital and Hellman & Friedman completed the acquisition of athenahealth for $17 billion. The transaction increased total debt to $8.3 billion compared with $4.6 billion outstanding under prior ownership. Since the time of the transaction, EBITDA leverage has declined from 11.2x in 2022 to 9.5x in 2023. Assuming high single digit revenue growth over the next three years, and 500 bps of margin expansion over the same period, Fitch estimates leverage will decline near 7.0x by fiscal 2026. Fitch views athenahealth's current leverage as in the middle of the 6.2x-10.9x range for Fitch-rated HCIT issuers in the 'B' rating category. Fitch generally views HCIT companies characterized by high margins, which are circa 40%, and strong cash flow generating power as able to sustain high leverage. Fitch does not anticipate athenahealth will make voluntary debt repayment but could direct a portion of positive cash flow towards acquisitions. Sufficient Liquidity: Given the company's FCF generation beyond 2023, full availability on its $1 billion secured revolver (excluding $3.2 million outstanding LOC), and cash on the balance sheet of over $237 million as of December 2023, Fitch believes athenahealth has sufficient liquidity. There are no debt maturities in the near term. The revolver and the first lien term loan are due in 2027 and 2029, respectively. Secular Tailwinds Support Growth: Fitch expects athenahealth to sustain its reliable organic growth profile due to strong secular trends in U.S. health care spending. The Centers for Medicare and Medicaid Services (CMS) forecasts national health expenditure growth of 5.4% per annum through 2028, due to longstanding trends in medical procedure/drug cost and utilization growth. Growth prospects are further supported by strong retention rates resulting from high switching costs that include staff training, implementation costs, business interruption risks and reduced productivity when swapping vendors. Low Cyclicality: Closely related to the underlying health care expenditure secular growth driver, Fitch expects athenahealth to continue to exhibit low cyclicality for the foreseeable future. The company's pricing model ensures strong correlation to overall U.S. health care spending, which is highly non-discretionary and has experienced uninterrupted growth since at least 2000, according to CMS. Fitch believes athenahealth will demonstrate a stable credit profile with little sensitivity to macroeconomic cycles in future. Evolving Target Customer Market: athenahealth has typically targeted smaller, ambulatory practice sizes of less than 20 physicians with particular strength in the less than 10-physician segment. Fitch believes athenahealth has ample runway for continued growth, given a target market of 760,000+ ambulatory physicians, many of whom use manual processes, outdated legacy systems or under-scaled software vendors with limited capabilities. In addition, the consolidation trend is partially offset by an ongoing shift in the locus of care away from hospitals and towards ambulatory settings, which have demonstrated improved outcomes at lower cost, resulting in elevated growth for outpatient care spend relative to inpatient spend. DERIVATION SUMMARY Fitch believes athenahealth is well positioned under new ownership to build on its history of strong growth and market share gains given leading product capabilities and competitive positioning. Fitch expects improvement in the credit profile in the future as athenahealth benefits from a clear, reliable growth path with a pricing and revenue model that creates close correlation to the underlying secular growth in U.S. health care expenditures. Fitch expects the correlation to persist, given strong client retention rates, high switching costs, robust sales efforts, and a history of share gains. As a result, Fitch expects athenahealth to exhibit minimal cyclicality and durable resistance to economic cycles. In its analysis relative to peers, Fitch compares athenahealth with HCIT peers in the 'B' rating category, including revenue cycle management (RCM) providers nThrive (B-/Negative) and Waystar (B/Positive) given similar product categories, ownership structures, elevated leverage metrics and capital structures. Following the new sponsor transaction, athenahealth's leverage increased to 11.2x in fiscal 2022. Fitch expects the company's leverage to gradually reduce to approximately 7.0x, driven by revenue growth and EBITDA margin expansion. Fitch views athenahealth's forecasted leverage to be in the mid of 6.2x-10.9x range for Fitch-rated HCIT issuers in the 'B' rating category. Athenahealth's profitability margins are at the upper end of the 21%- 50% range for Fitch-rated HCIT peers. Several factors benefit athenahealth: - Rapid growth with a historical 5-year average revenue growth of 10.5% and Fitch forecasting future high-single growth, compared with the mid-single digit growth rates for peers; - Margins expected to expand to mid-40% range, in-line with peer set; - athenahealth is likely to sustain superior liquidity with access to approximately $1 billion revolver, adequate cash levels on the balance sheet and interest coverage ratio which is expected to reach above 2.0x by 2025, as compared with $150 million-$200 million RCFs, cash levels below $100 million and coverage ratios below 2.0x for the peers; - athenahealth is approximately four times the revenue scale, leaving it less vulnerable to potential deteriorations in capital markets or macro conditions; - athenahealth maintains a leading competitive position in the targeted small ambulatory practice niche while nThrive and Waystar face greater threats from competition as relatively small players that go to market with a broad-based approach rather than targeting a niche; - While athenahealth may pursue bolt-on M&A to enhance capabilities, its strategy is not dependent on acquisitions as compared with peers, which have relied on large-scale, debt-funded M&A for growth. Across HCIT coverage, Fitch believes athenahealth's favorable long-term prospects, consistent execution, and strong positioning relative to competitors are indicative of a stronger credit profile than suggested by leverage alone. Fitch believes athenahealth's distance to default is further than peers, warranting company's current rating at 'B'. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - High single-digit revenue growth driven by new clients wins, improved take rates and healthcare utilization levels; - EBITDA margins expanding to mid-40% range by 2026; - Capex intensity 7-8% of revenue; - Debt repayment limited to mandatory amortization; - No dividend/ repurchase assumed through 2026; - Interest rate forecasted to be 3.25% fixed for term loan and 3.0% fixed for revolver facility, with 3.4% additional float in FY24, gradually reducing to 3.20% in FY25 and FY26; - Fitch assumes partially cash and debt-funded acquisitions of approximately $500 million in fiscal 2026. RECOVERY ANALYSIS KEY RECOVERY RATING ASSUMPTIONS - The recovery analysis assumes that athenahealth would be reorganized as a going-concern in bankruptcy rather than liquidated. - Fitch has assumed a 10% administrative claim; Going-Concern (GC) Approach - The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it bases the enterprise valuation (EV). Fitch contemplates a scenario in which intense competition and salesforce disruption impair growth, margin expansion and thus debt-servicing ability. As a result, Fitch expects that athenahealth would likely be reorganized with reduced debt outstanding, a similar product strategy and higher than planned levels of operating expenses (sales & marketing and research & development costs) as the company reinvests to ensure customer retention and defend against competition. - Under this scenario, Fitch believes revenue growth would slow significantly to low-to-mid single digit per annum with reduced EBITDA margin potential such that the resulting going-concern EBITDA is approximately 20% lower than Fitch's 2024 EBITDA forecasts. An EV multiple of 7.0x is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The estimate considers several factors, including the highly recurring nature of the revenue, the high customer retention, the secular growth drivers for the sector, the company's strong normalized FCF generation and the competitive dynamics. The EV multiple is supported by: Comparable Reorganizations: The historical bankruptcy case study exit multiples for technology peer companies ranged from 2.6x to 10.8x. Of these companies, only three were in the Software sector (Allen Systems Group, Inc., Avaya, Inc. and Aspect Software Parent, Inc.), which received recovery multiples of 8.4x, 8.1x and 5.5x, respectively. The mission-criticality nature of athenahealth's product support the high-end of the range. M&A Multiples: A study of M&A in the health care IT industry from 2015 to 2020 that included an examination of 42 transactions involving RCM providers established a median EV/EBITDA transaction multiple of 15x. The 2019 acquisition of athenahealth was completed at a transaction multiple in the low teens, not including synergies, while the 2022 acquisition would represent a multiple of 21x. More recent comparable M&A such as the buyouts of Waystar and eSolutions continue to support similarly rich transaction multiples. The recovery model implies a 'B+' and 'RR3' Recovery Rating for the company's first-lien senior secured facilities, and a 'CCC+' and 'RR6' Recovery Rating for the company's senior unsecured notes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - (Cash flow from operations - capex)/ debt sustained above 6.5%; - Reduction in debt leading to EBITDA leverage sustained below 5.5x; - Revenue growth consistently in excess of Fitch's forecasts; - Strengthened competitive positioning and increased scale. Factors that Could, Individually or Collectively, lead to a Stable Outlook - Fitch's expectation of positive free cash flow margins in low single-digit. Factors that could, individually or collectively, lead to negative rating action/downgrade: - (Cash flow from operations - capex)/ debt sustained below 3%; - EBITDA leverage sustained above 7.5x; - EBITDA Interest coverage sustained below 1.5; - Revenue declines resulting from market share losses or deterioration in competitive position. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects athenahealth to maintain abundant liquidity throughout the forecast horizon given a highly variable cost structure, and moderate liquidity requirements resulting from a short cash conversion cycle. Liquidity is comprised of the $1 billion undrawn RCF and $237million readily available cash balance as of December 2023. Liquidity is further supported by Fitch's forecast of the company generating FCF margins in low-to-mid-single digit over the forecast horizon. Debt Structure: athenahealth's debt consists of $1 billion revolver and $6.15 billion term loan (including DDTL) maturing in 2027 and 2029, respectively. The company also has a $2.35 billion unsecured notes maturing in 2030. The company has capped interest rate exposure on a significant portion of the term debt through March 31, 2028 (6 years following the initial transaction) via a variety of hedging strategies. ISSUER PROFILE athenahealth provides integrated cloud-based applications for outpatient and health system clients that assist with the administrative and operational side of running healthcare provider businesses. Application functionality includes electronic health records (EHR), revenue cycle management (RCM), patient engagement, care coordination, population health services, Epocrates® (clinical information and decision support application) and other point-of-care mobile applications. 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 ----------- ------ -------- ----- athenahealth Group Inc. LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ senior unsecured LT CCC+ Affirmed RR6 CCC+ ATHLETICO HOLDINGS: S&P Cuts ICR to 'CCC+' on Staffing Shortfalls ----------------------------------------------------------------- S&P Global Ratings downgraded Athletico Holdings LLC's issuer credit rating to 'CCC+' from 'B-'. S&P also revised its outlook to stable from negative. S&P also downgraded its senior secured issue-level rating to 'CCC+' from 'B-'. The recovery rating remains '4' (40%). The stable outlook reflects S&P's expectation for modest business improvement and sufficient liquidity to cover cash outflows over the next 12 months as Athletico continues to manage staffing challenges, capacity constraints, and reimbursement cuts. Despite some improvement during 2023, Athletico Holdings LLC underperformed our expectations largely due to continued staffing challenges and a weak reimbursement environment. S&P believes the pace and level of improvement is not fast enough for Athletico to absorb its cash flow deficits on a self-sustained basis. Despite some improvement in 2023 (from the lowest point in 2022), Athletico underperformed our expectations. During 2023, Athletico continued focusing on clinician hiring and retention. The modest improvement is evident in visit growth (up 18% during nine months of 2023) and higher S&P Global Ratings-adjusted EBITDA margin of 15.6% for the nine months ended Sept. 2023 (about a 450 basis point increase from the prior period in 2022). S&P also estimates its reported discretionary cash flow (DCF) deficit improved to about $51 million (full-year 2023 estimate) from a $120 million deficit in 2022 (which includes $28 million of debt issuance costs). However, net clinician hiring fell short of both S&P's and Athletico's expectations, mainly driven by turnover. This shortfall leaves the company understaffed relative to demand. This, coupled with high cash interest (about $87 million), contributes to discretionary cash flow that will likely be at least $25 million below our previous expectations for the full year 2023. S&P said, "We believe the pace and level of improvement is not fast enough for a 'B-' rating. The still-challenged labor environment and underperformance relative to our expectations over the past year (since we downgraded Athletico to B-/Negative) led to our updated view that the slower pace of improvement will continue such that the company may not achieve our earlier expectations. This could lead to an extended period of cash flow deficits and greater difficulty sustaining its capital structure." Demand is strong, but very high interest expense and the economic reality of the business, which includes the imbalance of the weak reimbursement environment that limits growth in revenue per visit against the compensation needs to improve clinician hiring/retention and reduce turnover related to the shortage of physical therapists, creates capacity constraints and ongoing margin headwinds. However, Athletico has had some success with observed lower turnover (about 6%) from new graduates that go through their new mentorship program compared with those who do not (about 25%). S&P expect its recently introduced enhanced mentorship program, aiming for 100% participation from the new graduates, will improve retention this year but don't expect a meaningful impact until 2026. Athletico currently has sufficient liquidity to cover its expected cash flow deficits. In March 2023, Athletico funded its $63 million revolver borrowings through a $75 million loan from its sponsors (BDT Capital Partners) at 15% payment in kind (PIK). S&P said, "Given the continued challenges and our forecast, which assumes deficits in 2024 and 2025, we believe liquidity could decline further. Currently, Athletico has about $42 million available on its $100 million revolver, and we expect the company can access the full amount based on its covenant cushion." S&P said, "The stable outlook reflects our expectation for sufficient liquidity over the next 12 months as Athletico continues to work through staffing challenges despite continued cash outflows. "We could lower the rating on Athletico if the risk of a near-term default increases (including a distressed exchange that we would deem tantamount to a default) or its liquidity deteriorates and becomes insufficient to cover fixed charges over the next 12 months. "Although unlikely over the next 12 months, we could raise our rating on Athletico if it increases revenue and improves margins such that reported cash flow from operations is sufficient to cover tax distributions, maintenance capital expenditure (capex), and mandatory amortization on a sustained basis." AULT ALLIANCE: Delays Filing of 2023 Annual Report -------------------------------------------------- Ault Alliance, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2023. Ault Alliance said, "The compilation, dissemination and review of the information required to be presented in the Form 10-K for the fiscal year ended December 31, 2023 has imposed requirements that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant." The Company's revenue was approximately $155 million for the year ended Dec. 31, 2023, an increase of 31% from the $118 million for the year ended Dec. 31, 2022. The Company's loss from continuing operations was approximately $142 million for the year ended Dec. 31, 2023, compared to a loss from continuing operations of approximately $139 million for the year ended Dec. 31, 2022. Revenue for the year ended Dec. 31, 2023 included negative revenue from lending and trading activities of approximately $4 million, compared to positive revenue of $37 million for the year ended Dec. 31, 2022. Revenue for the year ended Dec. 31, 2023 included approximately $32 million from its consolidated variable interest entity, The Singing Machine Company, Inc., which was acquired in June 2022, up from $24 million for the year ended Dec. 31, 2022. Revenue for the year ended Dec. 31, 2023 included approximately $49 million from its majority owned subsidiary, Circle 8 Crane Services, LLC, which assets and operations were acquired in December 2022. The Company had an increase in revenue of approximately $8 million, or 25%, from its defense segment. The Company also had an increase in its digital currencies mining operations of approximately $16 million. The Company's operating expenses decreased to approximately $172 million for the year ended Dec. 31, 2023, representing a decrease of approximately $18 million compared to approximately $190 million for the year ended Dec. 31, 2022. Operating expenses for the year ended Dec. 31, 2023 included approximately $43 million related to impairment of goodwill and intangible assets and approximately $10 million of impairment of property and equipment. Operating expenses for the year ended Dec. 31, 2022 included approximately $13 million related to impairment of goodwill and intangible assets and approximately $80 million of impairment of property and equipment. Excluding the impairment charges, operating expenses from the year ended Dec. 31, 2023 were approximately $118 million, compared to approximately $92 million for the year ended Dec. 31, 2022. The increase in operating expenses, excluding the impairment charges, was due to the following: * Selling and marketing expenses were approximately $33 million for the year ended Dec. 31, 2023, compared to approximately $29 million for the year ended Dec. 31, 2022. The increase was primarily the result of higher marketing costs related to an advertising sponsorship agreement by RiskOn International, Inc. ("ROI"). SMC, which was acquired in June 2022, had an increase of approximately $1.3 million in selling and marketing costs; * Research and development expenses were approximately $7 million for the year ended Dec. 31, 2023, compared to approximately $3 million for the year ended Dec. 31, 2022. The increase was primarily due to expenditures related to development work on ROI's BitNile metaverse platform; and * General and administrative expenses were approximately $77 million for the year ended Dec. 31, 2023, compared to approximately $60 million for the year ended Dec. 31, 2022, an increase of approximately $17 million, or approximately 28%. General and administrative expenses increased by approximately $29 million from the comparative prior period due to the Company's recent acquisitions partially offset by decreases related to bonuses and legal fees. The Company's estimated net loss available to common stockholders was approximately $192 million for the year ended Dec. 31, 2023, compared to a net loss available to common stockholders of approximately $182 million for the year ended Dec. 31, 2022. About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $378.46 million in total assets, $257.22 million in total liabilities, $2.18 million in redeemable noncontrolling interests in equity of subsidiaries, and total stockholders' equity of $119.06 million. Ault Alliance said in its Quarterly Report for the period ended Sept. 30, 2023, that as of that date, the Company had cash and cash equivalents of $8.7 million, negative working capital of $45.1 million and a history of net operating losses. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. The Company said these factors create substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that these condensed consolidated financial statements are issued. AZZ INC: S&P Raises ICR to 'B+' on Debt Reduction, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Texas-based metals coating company AZZ Inc. (AZZ) to 'B+' from 'B'. At the same time, S&P revised its recovery rating on the company's senior secured debt to '2' from '3' and, as a result, raised the rating on the debt to 'BB-' from 'B'. The outlook is stable, reflecting S&P's view that AZZ will sustain leverage of 3x-4x while generating positive free operating cash flow amid our expectations of supportive end-market demand and undertaking growth opportunities such as modest tuck-in acquisitions and capital investment. Strong cash generation is supporting debt reduction and investment for growth. S&P said, "We expect debt to EBITDA to trend below 4x by the end of fiscal 2024 (year ended February 2024), due to earnings growth and positive free operating cash flow of about $150 million supporting debt reduction. In our view, AZZ is building a track record of higher EBITDA generation and sustaining leverage of 3x-4x, following the full year contribution from the transformational acquisition of Precoat Metals that is propelling EBITDA to improve by about 30% in fiscal 2024. The company has achieved improved price realizations and steady margins in both segments despite softer market conditions in 2023 from markets such as heating, ventilation, and air conditioning (HVAC) and transportation, which has generated robust cash enabling deleveraging. For the full year, we anticipate AZZ will have paid down over $100 million on its term loan. As a result, our S&P Global Ratings-adjusted debt has declined by $310 million since the acquisition of Precoat." The company has also repriced lower its Revolving Credit Facility and Term Loan twice in the past six months, which should result in interest savings of about $10 million-$15 million in fiscal 2025, which will further support future cash generation as its debt burden decreases. In addition to debt reduction, the company has also used cash to fund its greenfield aluminum coil coating facility in Washington, Mo. Part of the Precoat segment, the total project spending will be $125 million and the facility is expected to be fully operational in fiscal 2026. The site will expand its coating capabilities and meet growing demand of the aluminum can sheet market with 75% of volumes from the site expected to have take-or-pay contracts structures. S&P said, "We expect capital spending of about $100 million in fiscal 2024 and about $120 million-$130 million in fiscal 2025 to complete the investment and support additional equipment investment and growth. We expect AZZ to continue to use free operating cash flow for debt reduction and potential growth opportunities such as small tuck-in acquisitions to expand its presence across the coatings market in the U.S." As the largest stand-alone hot-dip galvanizer and metals coating provider in the U.S., AZZ's current capacity should be well positioned to increase volumes as steel consumption grows. S&P said, "We expect AZZ's volumes and capacity utilization to grow as investment in road, highway, and bridge infrastructure projects; energy transition; manufacturing; and grid transmission and distribution, all boosted by federal stimulus investment, drives demand for metal coatings that provide corrosion protection, erosion mitigation, and aesthetic needs for these projects. In addition, while about 40% of AZZ's revenue comes from construction (both residential and commercial), the company's end-market diversity means it should also benefit from the overall strength in the U.S. economy. We anticipate 2.5% GDP growth in 2024, as well as positive growth indicators for nonresidential structure investment, residential investment, equipment investment, light vehicles sales, and consumer spending." The company has a wide network of sites, meaning it benefits from proximity to customers, where often long-standing relationships exist. The company also has the ability to generate incremental service fees by undertaking services or finishing processes on behalf of customers. S&P said, "In our view, AZZ's market share and EBITDA margin expansion will depend on its ability to provide additional services to its customers, such as specialized coatings, highly customized paint offerings, and additional processing and storage services. Steel companies in the U.S. are investing in coating and painting lines, but a large portion of this capacity will serve volumes from their own mills; as such we do not expect this to be in direct competition with AZZ." While AZZ has a good track record of managing fluctuations in zinc and natural gas prices, rapid and unanticipated changes in zinc prices can impact cash flows. AZZ has a flexible cost base, with robust commodity pass-through mechanisms for inputs such as zinc and paint. The company also faces limited inventory pricing risk because a large portion of its business operates under a tolling model, and AZZ does not take ownership of fabricated steel or steel coils, which can exhibit large swings in prices. However, previous supply disruptions to the availability of zinc and elevated zinc premiums have led to short-term increases in zinc inventories and working capital requirements. Due to the lag time from zinc purchases and cost pass through to customers, if zinc prices drop sharply, there is a risk that profitability could be affected. In fiscal 2023 and early fiscal 2024, prices reached a peak of $3,800 per ton and premiums reached multi-year highs of 40 cents per pound. However, during this period, AZZ was able to sustain and even improve EBITDA margins to 22%, based on favorable product mix increasing value-added sales. Further supporting our view of AZZ sustaining leverage between 3x and 4x during periods of declining commodity prices and volumes is that S&P expects AZZ to benefit from counter-cyclical cash flows, supported by its highly flexible cost curve to supporting leverage through the cycle. The stable outlook reflects S&P's expectation that AZZ will sustain leverage of 3x-4x while generating positive free operating cash flow amid our expectations of supportive end market demand while undertaking growth opportunities such as modest tuck in acquisitions and capital investment. S&P could lower its ratings if AZZ's debt to EBITDA were to rise above 4x with an expectation that it would be sustained there. This could result from the following: -- Deterioration in earnings leading to negative free operating cash flow from a drop in volumes due to sustained weak demand or loss of market share; or -- Increased debt to fund acquisitions, capex, or other discretionary spending, such as shareholder returns. S&P could raise its ratings on AZZ if it sustained leverage of about 3x and S&P believed it to have improved earnings stability following the transformational business changes in the past couple of years. This could result from the following: -- Additional debt reduction, and -- Sustained positive free operating cash flow highlighting strengthening profitability and earnings stability. BACCI OF BENSENVILLE: Wins Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Bacci of Bensenville Inc. to use cash collateral on an interim basis, in accordance with the budget, effective December 20, 2023. Smart Business/Triton Recovery Group and Reliant Funding will each receive adequate protection payments in the amount of $1,500 and, as additional adequate protection, are granted a lien on the proceeds of the cash collateral subsequent to the filing of the Chapter 11 petition subject to the extent and validity of the lien. A continued hearing on the matter is set for April 17, 2024 at 10:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=UwzcpK from PacerMonitor.com. The Debtor projects $120,784 in net income and $113,850 in total operating expenses for April 2024. About Bacci of Bensenville Inc. Bacci of Bensenville Inc. owns and operates three restaurants. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-17054) on December 20, 2023. In the petition signed by Pasquale Di Diana, owner, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge David D. Cleary oversees the case. Penelope Bach, Esq., at Bach Law Offices, represents the Debtor as legal counsel. BACKBEAT BREWING: Wins Cash Collateral Access Thru June 5 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized Backbeat Brewing Company, LLC and affiliates to continue using cash collateral, on an interim basis through June 5, 2024, on the same terms and conditions set forth in the Proceeding Memorandum and Order dated January 4, 2024. The Debtor is directed to file (i) a reconciliation of budget to actual expenses with monthly totals and cash balances for the period through March 25, 2024, and (ii) a projection for further use of cash collateral through September 30, 2024, by May 31, 2024. A further hearing on the matter is set for June 4, 2024 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=WLlDHm from PacerMonitor.com. About Backbeat Brewing Co. Backbeat Brewing Co., LLC was formed in March 2018, and does business at 31 Park Street, Beverly, Ma. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-12113) on Dec. 18, 2023, with up to $50,000 in both assets and liabilities. Judge Janet E. Bostwick oversees the case. John F. Sommerstein, Esq., at the Law Offices of John F. Sommerstein, is the Debtor's bankruptcy counsel. BENARK LLC: Richard Furtek Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Richard Furtek of Furtek & Associates, LLC as Subchapter V trustee for Benark, LLC. Mr. Furtek will be paid an hourly fee of $325 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Furtek declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Richard E. Furtek Furtek & Associates, LLC Lindenwood Corporate Center 101 Lindenwood Drive, Suite 225 Malvern, PA 19355 Phone: (215) 768-8030 Email: rfurtek@furtekassociates.com About Benark LLC Benark, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11112) on April 1, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Ashely M. Chan presides over the case. Maggie S. Soboleski, Esq., at Center City Law Offices LLC represents the Debtor as bankruptcy counsel. BEP INTERMEDIATE: Moody's Assigns 'B1' CFR, Outlook Stable ---------------------------------------------------------- Moody's Ratings assigned ratings to BEP Intermediate Holdco, LLC (BEP or Buyers Edge Platform), including a B1 Corporate Family Rating, B1-PD Probability of Default Rating, and a B1 rating to the proposed Backed Senior Secured First Lien Bank Credit Facilities. The outlook is stable. The new financing includes a proposed $130 million Senior Secured Revolving Credit Facility and a $550 million Senior Secured Term Loan B, which in conjunction with $425 million of new perpetual preferred equity are being used to refinance $383 million in existing debt and $341 million of existing preferred equity, make a $155 million distribution, add cash to the balance sheet, and pay transaction fees and expenses. The stable outlook reflects expectations of healthy revenue growth in 2024 and good free cash flow generation (excluding the special dividends being paid in 2024 and related transaction costs). RATINGS RATIONALE The B1 CFR reflects moderately elevated leverage of about 4.5x at December 31, 2023 (pro forma for the proposed transaction and Moody's-adjusted), relatively small revenue scale with exposure to the cyclical foodservice industry, balanced by solid growth prospects driven by healthy growth in active foodservice locations for the core Group Purchasing Organization (GPO) business amidst a largely underpenetrated market, where many independent and mid-sized restaurants have yet to join a GPO to receive procurement discounts and rebates from foodservice manufacturers. Very low capital needs and robust margins of close to 38% support solid cash flow generation. The G-4 Governance Issuer Profile Score reflects concentrated ownership, moderately high leverage, and the expectations of annual dividends to owners. Liquidity is very good and is supported by a pro forma $80 million cash balance, a $130 million revolver, and healthy cash flows, excluding transaction costs and dividends. The revolver will be subject to a springing maximum first lien net leverage ratio of 6x, when utilization exceeds 35%. The B1 ratings for BEP's senior secured credit facilities reflect a B1-PD Probability of Default Rating ("PDR"), assumed average recovery of 50% in a default scenario, and a Loss Given Default ("LGD") assessment of LGD3. The facility ratings are the same as the CFR reflecting the single class of secured debt comprising the preponderance of the capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with ongoing organic revenue and EBITDA growth and overall greater scale, maintenance of conservative financial policies, debt-to-EBITDA (Moody's-adjusted) sustained below 3x, and free cash flow to debt maintained above 10%. The ratings could be downgraded with revenue or margin declines, debt-to-EBITDA (Moody's-adjusted) sustained above 4.5x, aggressive financial policies, and/or inability to maintain at least good liquidity. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of $132 million and 100% of Consolidated EBITDA, plus unlimited amounts subject to a maximum 4.0x First Lien Net Leverage Ratio. There is no inside maturity sublimit. A "blocker" provision restricts the transfer of material intellectual property to unrestricted subsidiaries or to restricted subsidiaries outside of the credit group. The credit agreement is expected to include "Serta" protection. Headquartered in Waltham, MA, BEP provides procurement, supply chain management, and software services to foodservice operators, including independent restaurants, restaurant chains, hotels, schools, among others. Across all its business units, BEP serves approximately 210,000 foodservice operator locations. BEP's core Digital Procurement Network (DPN) business, comprised of vertical-focused GPO (Group Purchasing Organization) brands, facilitates and processes discounts and rebates on procurement spend ranging from food and foodservice supplies. BEP's Fresh Solutions business provides end-to-end produce procurement solutions for chain operators. DPN and Fresh Solutions (which together account for about 80% of revenue) are based on a fee from the volume purchased by its customers of participating products. Revenues for fiscal year ending December 31, 2023, were approximately $326 million. The company is owned by its founder and his family and the $425 million of new preferred equity is held by a consortium led by General Atlantic Credit's Atlantic Park fund, alongside funds managed by Blackstone Tactical Opportunities and investment funds managed by Morgan Stanley Tactical Value. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. BETTER DAY: Court OKs Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized A Better Day Therapy, Learning Center, Inc. and affiliates to use cash collateral, on a final basis, in accordance with the budget, with a 10% variance. The term of the Budget is from March 23, 2024 through and including August 31, 2024. The U.S. Small Business Administration assert an interest in the Debtor's cash collateral. As adequate protection for the extent of the Debtor's use of cash collateral, the Secured Creditor will have effective as of the Petition Date: (i) a replacement lien pursuant to 11 U.S.C. Section 361(2) on and in all property acquired or generated post-petition by the Debtor to the same extent and priority and of the same kind and nature as the secured the Secured Creditor's pre-petition liens and security interests in the cash collateral, junior only to the allowed claims for fees and costs of the Subchapter V trustee and the Debtor's counsel. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=JzhWWo from PacerMonitor.com. The Debtor projects total uses, on a monthly basis, as follows: $194,495 for April 2024; $197,393 for May 2024; $178,263 for June 2024; and $169,066 for July 2024. About A Better Day Therapy, Learning Center, Inc. A Better Day Therapy, Learning Center, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11691-LMI) on February 22, 2024. In the petition signed by Pedro Curbelo, chief executive officer, the Debtor disclosed up to $50,000 in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor as legal counsel. BHAVI HOSPITALITY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Bhavi Hospitality LLC d/b/a Holiday Inn Express Forney 110 E. US Highway 80 Forney TX 75126 Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-30972 Judge: Hon. Scott W. Everett Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Tel: (972) 503-4033 E-mail: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mehul Gajera 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/7ZYCYZY/Bhavi_Hospitality_LLC__txnbke-24-30972__0001.0.pdf?mcid=tGE4TAMA BIG DOG: Joli Lofstedt Named Subchapter V Trustee ------------------------------------------------- The U.S. Trustee for Region 11 appointed Joli Lofstedt, Esq., as Subchapter V trustee for Big Dog, LLC. Ms. Lofstedt, a practicing attorney in Louisville, Colo., will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Lofstedt declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joli A. Lofstedt, Esq. P.O. Box 270561 Louisville, CO 80027 Phone: (303) 476-6915 Fax: (303) 604-2964 Email: joli@jaltrustee.com About Big Dog Big Dog, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-11534) on April 1, 2024, with $1 million to $10 million in both assets and liabilities. Michael Lamb, Esq., at Buechler Law Office, LLC represents the Debtor as bankruptcy counsel. BIG DOG: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: Big Dog LLC d/b/a Vacuums R-Us & Sewing Too d/b/a Big Dogs Property, LLC 501 Riverside Avenue Fort Collins, CO 80524 Business Description: Big Dog sells and repairs vacuum cleaners and sewing machines. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court District of Colorado Case No.: 24-11534 Debtor's Counsel: Michael C. Lamb, Esq. BUECHLER LAW OFFICE, L.L.C. 999 18th Street, Suite 1230 S Denver, CO 80202 Tel: 720-381-0045 Email: mcl@Kjblawoffice.com Total Assets: $1,951,503 Total Liabilities: $2,169,738 The petition was signed by Dina L. Wolcott as member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RR32SHY/Big_Dog_LLC__cobke-24-11534__0001.0.pdf?mcid=tGE4TAMA BIG RIVER CONTRACTORS: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Big River Contractors LLC 627 FM 468 Cotulla, TX 78014 Business Description: The Debtor is a family owned and operated construction company specializing in utility, heavy civil, and pipeline construction. Chapter 11 Petition Date: April 4, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-50611 Judge: Hon. Craig A. Gargotta Debtor's Counsel: Robert C. Lane, Esq. THE LANE LAW FIRM 6200 Savoy Dr Ste 1150 Houston TX 77036-3369 Tel: (713) 595-8200 E-mail: notifications@lanelaw.com Total Assets: $1,039,421 Total Liabilities: $1,839,096 The petition was signed by Jeffery Green as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KYGGAFY/Big_River_Contractors_LLC__txwbke-24-50611__0001.0.pdf?mcid=tGE4TAMA BLU PRINT: Disposable Income to Fund Plan Payments -------------------------------------------------- Blu Print Properties, LLC filed with the U.S. Bankruptcy Court for the Northern District of Alabama a Plan of Reorganization under Subchapter V dated March 28, 2024. Blu Print was formed in March 2018 by Joseph Webb, III. Since its formation, it has purchased and sold real estate in the Birmingham area market. The Debtor primarily purchases single family homes which are in need of renovation. It then renovates those homes, and once completed, it rents them out to the general public through Section 8 housing programs. The Debtor also owns one commercial building with a condominium and a commercial space that is currently being marketed for rent. On July 21, 2017 Webb obtained a loan from Cadence Bank in the amount of $94,000.00. Securing this loan was real estate located at 1782 49th Street, Ensley, Birmingham, AL 35208 and 1240 18th Way SW, Birmingham, AL 35211. Upon the maturity of the $640,000.00 loan, Cadence Bank sent a Notice of Default, Demand for Payment and Reservation of Rights letter to the Debtor and Webb. This letter called all of the then existing balances on the $640,000.00 loan and on the two loans with Webb due and owing. Subsequent to receipt of this Notice of Default, the Debtor and Webb and Cadence Bank were in negotiations to work out the default. However, a foreclosure sale was scheduled for the 1782 and 1240 properties for January 2024, necessitating the filing of this case. Class 2 consists of any pre-petition unsecured claims concerning Debtor's business which are timely filed and subsequently allowed by the Court. They include claims of every kind and nature including claims arising from the rejection of executory contracts, unexpired lease claims, deficiencies on secured claims, contract damages claims or open account claims and damages arising from or related to any liquidated, contingent or disputed claim. It also includes any debt which is filed as a secured claim but, which is allowed as an unsecured claim by the Bankruptcy Court. The Debtor anticipates that this sum will be approximately $200,000.00. At this time, however, there have been no unsecured claims filed in this case, and the Debtor anticipates that no deficiencies will result from the sale or refinancing of the properties. Based on the foregoing, Debtor proposes a payment of $0.00 per month, subject to modification after 10 months from the Final Order Confirming the Plan. This class is impaired and is therefore entitled to vote to accept or reject the Plan. The Debtor submits all of its future disposable income to the extent necessary to consummate this Chapter 11, Subchapter V plan by paying secured, priority, and unsecured claims pursuant to the terms set out herein. Said future disposable income is derived from rents, sale of one or more properties, and contributions from Webb. The Debtor specifically reserves all future income necessary for operating expenses. A full-text copy of the Plan of Reorganization dated March 28, 2024 is available at https://urlcurt.com/u?l=Tfxocv from PacerMonitor.com at no charge. Debtor's Counsel: Robert C. Keller, Esq. RUSSO, WHITE & KELLER, P.C. 315 Gadsden Highway Suite D Birmingham, AL 35235 Tel: (205) 833-2589 Email: rjlawoff@bellsouth.net About Blu Print Properties Blu Print Properties, LLC owns 13 properties in Birmingham and Pleasant Grove, Ala., having a total current value of $2 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-00062) on Jan. 8, 2024, with $2,037,278 in assets and $747,691 in liabilities. Joseph L. Webb, III, managing member, signed the petition. Robert C. Keller, Esq., at Russo, White & Keller, P.C. represents the Debtor as legal counsel. BOISSON INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Boisson Inc. 1421 East 15th Street Los Angeles, CA 90021 Business Description: The Debtor offers a vast portfolio, boasting over 125 brands of non-alcoholic wines, beers, spirits, aperitifs, and mixers, including brands owned by the Debtor. The Debtor operates 11 storefronts in major cities, including New York, Miami, Los Angeles, and San Francisco, amplified its digital presence through a growing e-commerce platform, and also launched a wholesale distribution channel. Chapter 11 Petition Date: April 4, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-12614 Judge: Hon. Neil W. Bason Debtor's Counsel: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: rb@lnbyg.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sheetal Aiyer as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CRNVHQQ/Boisson_Inc__cacbke-24-12614__0001.0.pdf?mcid=tGE4TAMA BREITMEYER FABRICATIONS: Edward Burr Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Edward Burr of Mac Restructuring Advisors, LLC as Subchapter V trustee for Breitmeyer Fabrications, Inc. Mr. Burr will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Burr declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Edward Burr Mac Restructuring Advisors, LLC 10191 E. Shangri La Road Scottsdale, AZ 85260 Phone: (602) 418-2906 Email: Ted@macrestructuring.com About Breitmeyer Fabrications Breitmeyer Fabrications, Inc. is a hydraulic repair service provider in Nevada. It conducts business under the name Superior Hydraulics & Fabrication. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50300) on March 28, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Martin W. Breitmeyer III, president, signed the petition. Judge Hilary L. Barnes presides over the case. Kevin A. Darby, Esq., at Darby Law Practice represents the Debtor as bankruptcy counsel. BRIDGE DIAGNOSTIC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Bridge Diagnostic, LLC 120 Vantis Drive, Suite 570 Aliso Viejo, CA 92656-2618 Business Description: Bridge Diagnostic is a national healthcare services company providing clinical diagnostic information, clinic workflow solutions, population health management tools, and precision medicine data. Chapter 11 Petition Date: March 29, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10803 Judge: Hon. Theodor Albert Debtor's Counsel: David A. Wood, Esq. MARSHACK HAYS WOOD LLP 870 Roosevelt Irvine, CA 92620-3663 Tel: (949) 333-7777 Email: dwood@marshackhays.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by ason Hansen as founder and member manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YVHFQSA/Bridge_Diagnostic_LLC__cacbke-24-10803__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Airspace Technologies, Inc. Courier/Shipping $156,611 5909 Sea Otter Place Suite 200 Carlsbad, CA 92010 2. Alfred Lui, MD, Inc. Board Member & $67,461 7 Horseshoe Lane Advisor Palos Verdes Peninsula, CA 90274 3. Anthem Blue Cross Health $27,469 P.O. Box 51011 Insurance Los Angeles, CA Provider 90051-5311 4. Apollo Couriers Inc. Courier/Shipping $38,356 1039 W Hillcrest Blvd. Inglewood, CA 90301 5. David Wright Tremaine, LLP Law Firm $91,940 920 Fifth Ave., Suite 3300 Seattle, WA 98104-1610 6. Ellkay, LLC Software $61,680 200 Riverfront Blvd., 3rd Floor Elmwood Park, NJ 07407 7. FedEx - 2451-0 Courier/Shipping $68,330 PO Box 7221 Pasadena, CA 91109-7321 8. Hamilton Company Equipment $60,432 P.O. Box 10030 Reno, NV 89520-0012 9. Hologic Sales and Lab Consummables $226,528 Services, LLC & Equipment 250 Campus Dr. Marlborough, MA 01752 10. Innovative Medical Billing Support $36,864 Management LLC 4175 E. La Palma Avenue, Suite 215 Anaheim, CA 92807 11. Medcare MSO, LLC Billing Support $27,590 1000 Cordova Place, Suite 206 Santa Fe, NM 87505 12. Sales Search America Recruiting $30,000 1612 Westgate Circle Brentwood, TN 37027 13. Sirius Computer IT Support $85,206 Solutions, Inc. P.O. Box 202289 Dallas, TX 75320-2289 14. Tecan US Inc Lab Equipment $159,347 P.O. Box 602740 Charlotte, NC 28260-2740 15. The Irvine Company Landlord $448,360 662322 - S23399 PO Box 846462 Los Angeles, CA 90084-6462 16. TXPSI, LLC Security $81,765 298 Industrial Blvd Services Bastrop, TX 78602 17. U.S. HealthTek, Inc. Consultant $262,755 5501 Merchants View Square, #744 Haymarket, VA 20169 18. Veolia Environmental Lab Service $33,287 Services P.O. Box 73709 Chicago, IL 60673-7709 19. Waveland RCM, LLC Billing Support $49,745 1150 First Avenue, Suite 511 King of Prussia, PA 19406 20. Xifin, Inc. Lab & Billing $134,831 12225 El Camino Software Real, Suite 100 Provider San Diego, CA 92130-3081 BRIDGE DIAGNOSTIC: Robert Goe Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 16 appointed Robert Goe, Esq., a practicing attorney in Irvine, Calif., as Subchapter V trustee for Bridge Diagnostic, LLC. Mr. Goe will be paid an hourly fee of $545 for his services as Subchapter V trustee while his case administrator, Arthur Johnston, will be paid an hourly fee of $195. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Mr. Goe 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. Goe, Esq. 17701 Cowan Building D, Suite 210 Irvine, CA 92614 Telephone: (949) 798-2460 Facsimile: (949) 955-9437 Email: bktrustee@goeforlaw.com About Bridge Diagnostic Bridge Diagnostic, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10803) on March 29, 2024, with $10,000,001 to $50 million in both assets and liabilities. Judge Theodor Albert presides over the case. David Wood, Esq., at Marshack Hays Wood, LLP represents the Debtor as legal counsel. BRITELAB INC: Unsecureds to Get 100 Cents on Dollar in Plan ----------------------------------------------------------- BriteLab, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a Subchapter V Plan of Reorganization dated March 28, 2024. The Debtor began as a revolutionary Original Design Manufacturer (ODM) focusing on commercializing its industry proven Adaptive Build On Target (ABOT) productization platform. The Debtor also solves the problem of semiconductor shortages by increasing manufacturing efficiency through its superior automated material handling system (AMHS) allowing it to address a growing $1.25-billion market with 6% Compound Annual Growth Rate (CAGR) projected through 2025 with only two dominant players. The Debtor operates its business from a leased location consisting of approximately 52,600 rentable square feet located at 6341- 6371 San Ignacio Avenue in San Jose, California. While the Debtor does not have secured creditor debt, the Debtor accumulated an unmanageable amount of general unsecured debt prior to the bankruptcy case and thereby requires the use of the Bankruptcy Code to effectuate a restructuring of that prepetition debt. The Debtor believes that it has a viable business to support this Plan of reorganization. Class 1 consists of all general unsecured claims of the Debtor not included in any other class. In full and final satisfaction of each, any, and all of their claims against the Debtor, each holder of a Class 1 allowed claim will receive a cash payment equal to its prorated share of the Debtor's net projected disposable income over for 32 months within the first 35 months of the life of the Plan commencing as of the Effective Date (the "Net Projected Disposable Income"), and upon confirmation of the Plan, the amount of $1,994,887.71 as set forth on the Plan, shall be and is conclusively determined to be the net projected disposable income. Total amount of Class 1 claims is $1,994,887.71. The intent is to pay the Class 1 claims 100 cents on the dollar. Class 1 shall receive the Net Projected Disposable Income in the total amount of $1,994,887.71. Class 1 will not receive interest on their claims. The Debtor may prepay the Net Projected Disposable Income to Class 1 at any time without prepayment penalty. This Class is impaired. Class 2 consists of the PHC Korea Claim. By way of the Plan, PHC Korea (Class 2) is provided the option of having its debt paid in a total amount of $4,470,000 on a monthly basis in full and final satisfaction of its claim, or convert its claim to equity in BSC Investment Group in accordance with the terms of the prepetition contract. Payment intervals to Class 2 are as set forth on the Plan, and become a flat payment of $50,000 per month ($600,000 per year) from month 43 (commencing in January 2028) to month 58, and a final stub payment of $7,869 in the 59TH month for full repayment. Total amount of Class 2 claims is $4,470,000. Pursuant to prepetition contract terms, if PHC Korea does not receive payment of $4,470,000 by a certain date, then it has the option to convert its claim into a percentage of ownership of Debtor's parent company, BSC Investment Group according to the terms of that prepetition contract. The Class 3 Equity Interest Holders will retain their equity interests. The Plan will be funded with the Debtor's cash on hand on the Plan Effective Date, continued business operations, and capital infusions from equity holder BSC. A full-text copy of the Subchapter V Plan dated March 28, 2024 is available at https://urlcurt.com/u?l=Olqezp from PacerMonitor.com at no charge. Attorneys for the Debtor: Ron Bender, Esq. Levene, Neale, Bender, Yoo & Golubchik, LLP 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: rb@lnbyg.com About BriteLab, Inc. BriteLab offers OEM material handling robots and systems for semiconductor fabrication as well as contract services for engineering and manufacturing assembly. Their 70,000 square foot warehouse supports the vast robotics, production automation, E-mobility and electro-mechanical hardware from concept creation to box ready for shipment. BriteLab, Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-51520) on Dec. 29, 2023. The petition was signed by Ali Bushehri as chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Stephen L Johnson presides over the case. Ron Bender, Esq. at Levene, Neale, Bender, Yoo & Golubchik L.L.P., is the Debtor's counsel. BROOKVIEW TOWN: Case Summary & One Unsecured Creditor ----------------------------------------------------- Debtor: Brookview Town Houses, LLC 133 Main St. Mountain Dale, NY 12763-5110 Business Description: The Debtor owns multiple residential rentals. Chapter 11 Petition Date: April 4, 2024 Court: United States Bankruptcy Court Northern District of New York Case No.: 24-10375 Debtor's Counsel: Raymond Ragues, Esq. RAGUES PLLC 42 Crown Street Kingston, NY 12401 Kingston NY 12401 Tel: (845) 481-0086 E-mail: ray@ragueslaw.com Total Assets: $856,567 Total Liabilities: $2,600,000 The petition was signed by David Raven as sole member. The Debtor listed Fairbridge Real Estate Investment Trust, LLC f/k/a Realfi Real Estate Investment Trust, LLC located at 707 Westchester Ave Ste 304 White Plains, NY 10604-3153 as its sole unsecured creditor holding a claim of $1,750,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Q6CAEXY/Brookview_Town_Houses_LLC__nynbke-24-10375__0001.0.pdf?mcid=tGE4TAMA BROWNIE'S MARINE: Delays Annual Report to Complete Analyses ----------------------------------------------------------- Brownie's Marine Group, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2023. The Company was unable to file its Annual Report by the prescribed date of April 1, 2024, without unreasonable effort or expense, because the Company needs additional time to complete certain disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Company intends to file the Report on or prior to the 15th calendar day following the prescribed due date. About Brownie's Marine Headquartered in Pompano Beach, Florida, Brownie's Marine Group, Inc. designs, tests, manufactures and distributes tankless dive systems, rescue air systems and yacht-based self-contained underwater breathing apparatus ("SCUBA") air compressor and nitrox generation fill systems and acts as the exclusive distributor for North and South America for Lenhardt & Wagner GmbH compressors in the high-pressure breathing air and industrial gas markets. Brownie's Marine reported a net loss of $1.89 million for the year ended Dec. 31, 2022, compared to a net loss of $1.59 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $5.32 million in total assets, $2.90 million in total liabilities, and $2.41 million in total stockholders' equity. Margate, Florida-based Assurance Dimensions, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company had a net loss of approximately $1,893,000 and cash used in operating activities of approximately $678,000 for the year ended Dec. 31, 2022 as well as an accumulated deficit of approximately $16,437,000 as of Dec. 31, 2022. These factors raise substantial doubt about the Company's ability to continue as a going concern. For the nine months ended Sept. 30, 2023, the Company incurred a net loss of $616,315. At Sept. 30, 2023, the Company had an accumulated deficit of $17,053,810. The Company said that despite a working capital surplus of approximately $724,961 at Sept. 30, 2023, the continued losses and cash used in operations raise substantial doubt as to the Company's ability to continue as a going concern for the twelve months after the date the financial statements were issued. The Company's ability to continue as a going concern is dependent upon the Company's ability to increase revenues, control expenses, raise capital and sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. The consolidated financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. C. L. DALE CONSTRUCTION: Case Summary & 20 Unsecured Creditors -------------------------------------------------------------- Debtor: C. L. Dale Construction Services, LLC 34 Woodlands Court Lebanon VA 24266 Business Description: The Debtor is a provider of construction and engineering services catering to the Southwest Virginia area. Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court Western District of Virginia Case No.: 24-70240 Judge: Hon. Paul M. Black Debtor's Counsel: Scot Farthing, Esq. FARTHING LEGAL, PC 490 West Monroe St. Wytherville, VA 24382 Tel: 276-625-0222 E-mail: scotf@sfarthinglaw.com Total Assets: $482,367 Total Liabilities: $3,666,001 The petition was signed by Christopher L. Dale as manager/sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RHGTSHI/C_L_Dale_Construction_Services__vawbke-24-70240__0001.0.pdf?mcid=tGE4TAMA CAN BROTHERS: Wins Cash Collateral Access on Final Basis -------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Hampshire authorized CAN Brothers Construction, Inc. to use the cash collateral of Bank of New Hampshire and the Small Business Association, on a final basis, in accordance with the budget. The Debtor is permitted to use cash collateral pay the costs and expenses and wages incurred by the Debtor by the Debtor in the ordinary course of business during the period from April 1, 2024 through April 30, 2024 or the date on which the Court enters an order revoking the Debtor's right to use cash collateral subject to the further provisions of the Order. As adequate protection for the Debtor's use of cash collateral, BNH and the SBA are granted a post-petition replacement lien in any property of the estate held by such lienholder as collateral on the Petition Date, to the extent that such a lien or security interest is not otherwise extended under 11 U.S.C. Section 552(b)(2), in all post petition property of the estate, pursuant to valid, enforceable, and perfected encumbrances, which will have and enjoy the same degree of perfection, preference, and priority as their pre-petition potential cash collateral liens enjoyed under applicable state law on the Petition Date subject to further terms of the Order. The Replacement Liens will maintain the same priority, validity and enforceability as such pre-petition liens on the cash collateral, but will be recognized only to the extent of any diminution in the value of the property securing each record lienholder's claim on the Petition Date resulting from the use of cash collateral pursuant to the Order. Absent the Court's entry of a further order extending this authorization, the Order will terminate upon the earliest of: (i) the last day of the Use Period; (ii) the earliest date on which a preliminary or final hearing on cash collateral requirements can be held under the notice and service requirements of Bankruptcy Rules 4001(b) and (d) and 7004(h); (iii) appointment of a Trustee pursuant to Bankruptcy Code Section 1104; (iv) conversion of the Debtor's case to one under Chapter 7 of the Bankruptcy Code; (v) dismissal of the Debtor's case; or (vi) entry of an order granting a Motion for Relief from Automatic Stay with respect to any property that is BNH and SBA' collateral. A copy of the order is available at https://urlcurt.com/u?l=BpCEk6 from PacerMonitor.com. About CAN Brothers Construction, Inc. CAN Brothers Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 24-10115) on February 26, 2024. In the petition signed by Charles W. Therriault, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Bruce A Harwood oversees the case. Eleanor Wm. Dahar, Esq., at VICTOR W. DAHAR PROFESSIONAL ASSOCIATION, represents the Debtor as legal counsel. CANOO INC: Incurs $302 Million Net Loss in 2023 ----------------------------------------------- Canoo Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss and comprehensive loss attributable to the company of $302.02 million on $886,000 of revenue for the year ended Dec. 31, 2023, compared to a net loss and comprehensive loss attributable to the Company of $487.69 million on $0 of revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $542.01 million in total assets, $292.43 million in total liabilities, and $249.57 million in total preferred stock and stockholders' equity. Austin, Texas-based Deloitte & Touche LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations, has a working capital deficit, has generated recurring negative cash flows from operating activities, and expects to continue to incur net losses, a working capital deficit and negative cash flows from operating activities in accordance with its ongoing activities. These matters raise substantial doubt about the Company's ability to continue as a going concern. Canoo said that, "As an early-stage growth company, the Company's ability to access capital is critical. Although management continues to explore raising additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company's capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented." Management Comments "In Q4 2023, we started our first commercial fleet customer deliveries from our Oklahoma City manufacturing facility while we continue to prepare the site for our 20,000 unit run-rate production target. Our strategy to purchase manufacturing assets at deep discounts creates immediate shareholder value. We recently announced our OKC facility has received FTZ designation. With positive customer validation, we are now focused on harmonizing our supply chain to align with our step level manufacturing goals while maintaining disciplined capital allocation," said Tony Aquila, Investor, executive chairman and CEO of Canoo. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1750153/000162828024014075/goev-20231231.htm About Canoo Torrance, California-based Canoo Inc. -- www.canoo.com -- is a mobility technology company with a mission to bring electric vehicles to everyone and provide connected services that improve the vehicle ownership experience. The company has developed breakthrough electric vehicles that are reinventing the automotive landscape with their pioneering technologies, unique design, and business model that spans multiple owners across the full lifecycle of the vehicle. Canoo designed a modular electric platform that is purpose-built to maximize the vehicle interior space and is customizable for all owners in the vehicle lifecycle, to support a wide range of business and consumer applications. CAREERBUILDER LLC: $175.4MM Bank Debt Trades at 84% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Careerbuilder LLC is a borrower were trading in the secondary market around 16.3 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $175.4 million Term loan facility is scheduled to mature on July 31, 2026. The amount is fully drawn and outstanding. Careerbuilder, LLC operates an online job portal. The Company offers job postings, standard job optimization, employment recommendation e-mails, branding, talent and compensation intelligence, and recruitment services. CARESTREAM HEALTH: NexPoint Marks $658,467 Loan at 22% Off ---------------------------------------------------------- NexPoint Capital, Inc has marked its $658,467 loan extended to Carestream Health, Inc to market at $514,635 or 78% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in NexPoint's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 28, 2024. NexPoint is a participant in a First Lien Term Loan to Carestream Health, Inc. The loan accrues interest at a rate of 5.36% (SOFR + 750%) per annum. The loan matures on September 30, 2027. NexPoint Capital, Inc, incorporated on September 30, 2013 (inception date) as a Delaware limited liability company. NexPoint Capital, Inc is an externally managed, 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, as amended. The Company is an investment company and accordingly follows the Investment Company accounting and reporting guidance under Topic 946 of the Financial Accounting Standards Board's Accounting Standards Codification, as amended. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CASA SYSTEMS: $218.8MM Bank Debt Trades at 39% Discount ------------------------------------------------------- Participations in a syndicated loan under which Casa Systems Inc is a borrower were trading in the secondary market around 61.2 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $218.8 million Payment in kind Term loan facility is scheduled to mature on December 20, 2027. About $186.1 million of the loan is withdrawn and outstanding. Casa Systems, Inc. provides telecommunication equipment and solutions. The Company offers cable, modem, optical, and Wi-Fi networking products. Casa Systems also provides software-centric infrastructure solutions that allow cable service providers to deliver voice, video, and data services over a single platform. CASA SYSTEMS: Akin Gump & Blank Rome Represent Ad Hoc Group ----------------------------------------------------------- In the Chapter 11 cases of Casa Systems, Inc., and affiliates, certain unaffiliated beneficial holders and/or investment advisors or managers of beneficial holders of Superpriority Term Loans and Stub Term Loans (the "Ad Hoc Group") filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Ad Hoc Group engaged Akin Gump Strauss Hauer & Feld LLP on November 15, 2023 and Blank Rome LLP on April 1, 2024 to represent it in connection with a potential restructuring transaction. Akin and Blank Rome represent only the Ad Hoc Group. Akin and Blank Rome do not represent or purport to represent any other entities in connection with the Chapter 11 Cases. Akin and Blank Rome do not represent the Ad Hoc Group as a "committee" and do not undertake to represent the interests of, and are not fiduciaries for, any creditor, party in interest or other entity other than the Ad Hoc Group. Akin and Blank Rome have been advised by the individual members of the Ad Hoc Group that such individual members of the Ad Hoc Group either hold claims or manage accounts that hold claims against the Debtors' estates arising out of the Superpriority Term Loans and/or the Stub Loans. The Ad Hoc Group Members' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. AXA Investment Managers Limited 400 Atlantic Street, Suite 1000, Stamford, CT, 06901 * $7,279,795.55 * 194,925 vested shares and 194,534 shares of Warrants Interests * 385,313 shares of Existing Equity Interest 2. Benefit Street Partners LLC 9 West 57th Street, Suit 4920, New York, NY, 10019 * $2,055,049.81 * 136,399 shares of Warrants Interests 3. Canyon CLO Advisors LP 2728 N. Harwood Street, Second Floor, Dallas, TX, 75201 * $4,217,680.06 * 452,680 shares of Warrants Interests 4. CIFC Asset Management LLC 875 Third Avenue, 24th Floor, New York, NY, 10022 * $18,809,300.76 * 2,013,547 shares of Warrants Interests 5. Golub Capital LLC 1301 Fannin Street, Suite 1700, Houston, TX, 77002 * $7,310,345.86 * 784,612 shares of Warrants Interests 6. ING Capital LLC 1133 Avenue of the Americas, New York, NY 10036 * $25,955,353.00 * 2,778,538 shares of Warrants Interests 7. JPMorgan Chase Bank, N.A. 500 Stanton Christiana Road, Newark, DE, 19713 * $14,911,473.57 8. MJX Partners LLC 12 East 49th Street, 38th Floor, New York, NY, 10017 * $9,804,270.67 * 1,098,575 shares of Warrants Interests 9. NGC Capital Management LLC 300 Park Avenue, New York, NY, 10022 * $23,560,837.42 * 1,261,732 shares of Warrants Interests 10. Octagon Credit Investors, LLC 250 Park Avenue, 15th Floor, New York, NY, 10177 * $23,137,014.98 11. State Street Bank & Trust Co NA * $5,720,057.08 12. Steele Creek Investment Management 201 South College Street, Suite 1690, Charlotte, NC, 28244 * $21,187,893.93 * 566,194 shares of Warrants Interests * 1,004,449 shares of Existing Equity Interests 13. Vibrant Credit Partners, LLC 350 Madison Avenue, 17th Floor, New York, NY, 10017 * $8,545,059.45 * $1,993,852.17 of Stub Term Loans * 347,051 shares of Existing Equity Interests 14. ZAIS Group, LLC 101 Crawfords Corner Road, Suite 1206, Holmdel, NJ, 07733 * $5,217,967.40 * 558,588 shares of Warrants Interests Counsel to the Ad Hoc Group: BLANK ROME LLP Stanley B. Tarr, Esq. Lawrence R. Thomas, Esq. Jordan L. Williams, Esq. 1201 North Market Street, Suite 800 Wilmington, DE 19801 Telephone: (302) 425-6400 Facsimile: (302) 425-6464 Email: stanley.tarr@blankrome.com lorenzo.thomas@blankrome.com jordan.williams@blankrome.com - and - AKIN GUMP STRAUSS HAUER & FELD LLP Philip C. Dublin, Esq. Melanie A. Miller, Esq. One Bryant Park New York, NY 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 Email: pdublin@akingump.com mmiller@akingump.com - and - Kevin M. Eide, Esq. 2001 K Street NW Washington, DC 20006 Telephone: (202) 887-4000 Facsimile: (202) 887-4534 Email: keide@akingump.com About Casa Systems Casa Systems, Inc. (Nasdaq: CASA) is a next-gen technology leader that supports mobile, cable, and wireline communications services providers with market leading solutions. Casa's virtualized and cloud-native software solutions modernize operators(TM) network architectures, expand the range of services they can offer their consumer and commercial customers, accelerate time to revenue and reduce the TCO of their network infrastructure and operations. Casa's suite of open, cloud-native network solutions unlocks new ways for service providers to quickly build flexible networks and service offerings that maximize revenue-generating capabilities. Commercially deployed in more than 70 countries, Casa Systems serves over 475 Tier 1 and regional service providers worldwide. On the Web: http://www.casasystems.com/ On April 3, 2024, Casa Systems, Inc., and two of its affiliates each filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Csae No. 24-10695). In the petition filed by CFO Edward Durkin, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtors' cases have been assigned to the Honorable Karen B. Owens. Casa has engaged Sidley Austin LLP as legal counsel, Ducera Partners LLC as financial advisor, and Alvarez & Marsal North America, LLC as restructuring advisor. Epiq is the claims agent. CASA SYSTEMS: Files Chapter 11 to Facilitate Vecima Sale -------------------------------------------------------- Vecima Networks, Inc. on April 3, 2024, disclosed that it has entered into an asset purchase agreement to acquire the Cable Business assets of Casa Systems, Inc. and certain of Casa's subsidiaries. Under the APA, Vecima, or its affiliates, will acquire substantially all the assets of Casa's Cable Business for a purchase price of USD$20 million. To facilitate the sale, Casa and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Casa is seeking approval of Vecima as a "stalking horse" bidder for the Cable Business assets under Section 363 of the Bankruptcy Code. The transaction is subject to Bankruptcy Court approval and other bids for the Cable Business assets at an auction coordinated through the Bankruptcy Court. If Vecima is successful, closing of the transaction is expected to occur at the beginning of June 2024. Closing of the transaction is subject to Bankruptcy Court approval and other customary closing conditions. About Casa Systems Casa Systems, Inc. (Nasdaq: CASA) is a next-gen technology leader that supports mobile, cable, and wireline communications services providers with market leading solutions. Casa's virtualized and cloud-native software solutions modernize operators’ network architectures, expand the range of services they can offer their consumer and commercial customers, accelerate time to revenue and reduce the TCO of their network infrastructure and operations. Casa's suite of open, cloud-native network solutions unlocks new ways for service providers to quickly build flexible networks and service offerings that maximize revenue-generating capabilities. Commercially deployed in more than 70 countries, Casa Systems serves over 475 Tier 1 and regional service providers worldwide. On the Web: http://www.casasystems.com/ On April 3, 2024, Casa Systems, Inc., and two of its affiliates each filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Csae No. 24-10695). In the petition filed by CFO Edward Durkin, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtors' cases have been assigned to the Honorable Karen B. Owens. Casa has engaged Sidley Austin LLP as legal counsel, Ducera Partners LLC as financial advisor, and Alvarez & Marsal North America, LLC as restructuring advisor. Epiq is the claims agent. CHRISTIAN'S PLACE: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Georgia authorized Christian's Place, Inc. to use cash collateral on an interim basis, in accordance with the budget. The Debtor requires the use of cash collateral to make payroll and maintain its business. First Corporate Solutions, as representative, Corporate Representative, Wise Funding Group, LLC, Corporation Service Company as representative, and Retail Capital, LLC d/b/a Credibly assert an interest in the Debtor's cash collateral. As adequate protection, the Lenders are granted a post-petition security interest in post-petition inventory and proceeds to the same extent and priority that it held a pre-petition security interest in such inventory and proceeds, and will provide adequate protection payments to Respondents in exchange for the Debtor's continued use of cash collateral post-petition. A copy of the motion is available at https://urlcurt.com/u?l=8mg2Sq from PacerMonitor.com. About Christian's Place, Inc. Christian's Place, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-50411-AEC) on March 21, 2024. In the petition signed by Christian Losito, CEO, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Austin E. Carter oversees the case. Wesley J. Boyer, Esq., at Boyer Terry LLC, represents the Debtor as legal counsel. COMSTOCK RESOURCES: Fitch Affirms B+ LongTerm IDR, Outlook Negative ------------------------------------------------------------------- Fitch Ratings has affirmed Comstock Resources, Inc.'s (Comstock) Long-Term Issuer Default Rating (IDR) at 'B+', affirmed the secured revolver at 'BB+'/'RR1', and has downgraded the unsecured rating to 'B+'/'RR4' from 'BB-'/'RR3' following the proposed note issuance. The new notes which are rated 'B+'/'RR4' will be used to repay the outstanding balance under the revolver and for general corporate purposes. The Rating Outlook is revised to Negative from Stable. Comstock's rating reflects the company's position as one of the largest producers of natural gas in the Haynesville shale basin, its industry-leading operating and drilling cost structure, the company's ability to generate positive FCF under base- and strip-pricing assumptions, and relatively low differentials due to its proximity to the Henry Hub and its deep drilling inventory. The Negative Outlook reflects concerns around potential liquidity deterioration and Comstock's ability to decrease leverage in the current low gas price environment. The company was less hedged than peers in 2023 and funded elevated capex with revolver borrowings. With better hedging in 2024, the suspension of the dividend, lowered capital spending, and an equity infusion the company should be able to repay debt modestly over the year but remains exposed to low natural gas prices. KEY RATING DRIVERS Increased Structural Debt: Comstock's addition of more permanent debt to the capital structure drives the recovery rating on the unsecured notes lower. While the transaction to issue bonds to repay revolver borrowings is leverage neutral and improves liquidity, the expected recovery for unsecured bonds declines in Fitch's bespoke recovery analysis. Low-Cost Operator: Comstock's cost structure supports the credit rating. The company has one of the lowest operating cost structures among its natural gas peers due to its low lease operating costs and gathering and transportation costs. Fitch estimates Comstock's total cash costs per unit of production, including interest, at $1.15/thousand cubic feet of natural gas equivalent (mcfe) which is lower than other Haynesville peers. The Haynesville shale basin is a relatively expensive basin in which to operate as wells tend to be deeper, higher pressure, and hotter than wells in other plays which adds complexity and cost to the drilling process. The proximity of Comstock's acreage to Henry Hub allows the company to achieve minimal differentials for its natural gas. Haynesville Scale: Comstock is one of the largest producers in the Haynesville shale basin with strong positions in both eastern and western parts of the play. The eastern provides strong current production and the western provides access to a more prospective part of the play that has shown strong initial results and may provide substantial production growth in the future. Comstock's scale provides for significantly lower operating, gathering and transportation, and drilling costs. Haynesville producers have been putting down rigs in the current low-price environment, but the basin is expected to be a primary beneficiary of expected increases in Gulf Coast natural gas liquefaction capacity, which will provide greater access to more attractive export markets. Generally Consistent FCF Generation: In Fitch base and strip cases, lower capex in 2024 and beyond enables Comstock to consistently generate positive FCF, adjusted for the midstream buildout funding received from its joint venture (JV) partner, throughout the remainder of the forecast period. Comstock had been FCF positive since 2020 before producing meaningful negative FCF in 2023 due to high capital spending and the dividend. Fitch believes that, in low-price scenarios, Comstock could cut capex back to levels more in line with historical capex of $500 million-$600 million with modest declines in production. Lower Hedging Volumes: Comstock's limited hedging in 2023 had a detrimental effect on FCF. Prior to 2023, Comstock had typically hedged approximately 50%-60% of its forward 12-month gas production. Comstock has 28% of expected 2024 production hedged at improved pricing of $3.55 from $2.99 in 2023. Comstock has begun entering into longer dated hedges with approximately 20% of production in 2025 and 2026 hedged around $3.50. Adequate Liquidity: Comstock's liquidity is adequate but subject to potential deterioration from borrowing base redetermination or covenant breaches. Fitch views the suspension of the dividend, decreased capital spending plan, equity infusion, and terming out of revolver borrowings as favorable for the company's liquidity. In addition, Comstock entered into a JV with Quantum Capital Solutions under which Quantum agreed to fund up to $300 million to build out the western Haynesville gathering and gas treating system. The reduction in capital spending achieved by this arrangement along with upstream capital spending cuts, dividend suspension, and equity infusion enables Comstock to return to positive FCF generation in 2024 and beyond in Fitch's base case. Liquidity could be impaired by an unfavorable borrowing base redetermination or non-compliance with a credit agreement leverage covenant in the current low gas-price environment. The company's credit agreement includes a 3.5x leverage covenant. Fitch's forecast shows Comstock maintaining compliance with this covenant, but persistent low gas prices could pressure the company's ability to do so. DERIVATION SUMMARY Fitch estimates Comstock's EBITDA leverage at 2.9x as of Dec. 31, 2023 and remaining at around that level through 2024 before declining in 2025. While this leverage is higher than 'B'-rated peers and above its negative leverage sensitivity Fitch expects leverage to return within sensitivities in 2025. The company has solid liquidity, lack of near-term maturities and low-cost structure relative to its peers as evidenced by its high EBITDA margins. Comstock's 2023 production of 1,438 million cubic feet of natural gas equivalent per day (mmcfe/d) is higher than other 'B' rated peers other than Ascent Resources Utica Holdings (B/Positive) at 2,135 mmcfe/d. With reserves totaling 4.9 trillion cubic feet of natural gas equivalent (Tcfe), again Comstock is larger than all 'B' rated gas-focused peers except Ascent (8.9 Tcfe). Comstock's 2023 Fitch calculated unhedged levered netback of $1.25/mcfe was higher than its peers with the exception of Gulfport (B+/Stable) at $1.34/mcfe. KEY ASSUMPTIONS - Floating interest rates based on three-month SOFR curve; - West Texas Intermediate oil prices of $75/bbl in 2024, $65/bbl in 2025, $60/bbl in 2026 and $60/bbl in 2027 and $57/bbl in 2028; - Henry Hub natural gas price of $2.50/mcf in 2024, $3/mcf in 2025 and 2026 and $2.75/mcf thereafter; - Flat to single digit production growth; - Capex of $915 million in 2024 and 2025, offset by $125 million of funding from its JV partner in each of those years before decreasing to $800 million; - No incremental acquisitions, divestitures or equity issuance. Dividend is reinstated in 2026. RECOVERY ANALYSIS The recovery analysis assumes that Comstock Resources would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Comstock's GC EBITDA assumptions reflects Fitch's projections under a stressed case price deck, which assumes Henry Hub natural gas prices of $2.00 in 2024, and $2.25 thereafter. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation (EV). The GC EBITDA assumption is $700 million, which reflects the decline from current pricing levels to stressed levels and then a partial recovery coming out of a troughed pricing environment. The model was adjusted for reduced production and varying differentials given the material decline in the prices from the previous price deck. An EV multiple of 4.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of the multiple considered the following factors: - The historical case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and median of 5.4x; - Comstock's $2.2 billion acquisition of Covey Energy Partners, LP in 2019 had an approximate EBITDA multiple of 4.0x. Southwestern acquired Indigo Energy Partners, LLC, a Haynesville operator at an approximate multiple of 3.8x. Indigo is smaller than Comstock in terms of reserves and production. The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch considers valuations such as SEC PV-10 and M&A transactions for each basin including multiples for production per flowing barrel, proved reserves valuation, value per acre and value per drilling location. The senior secured revolver is expected to be 90% drawn from the $1.5 billion commitment. This reflects the expectation that in a stressed pricing environment, the borrowing base will be reduced. The allocation of value in the liability waterfall results in recovery corresponding to 'RR1' recovery for the $1.5 billion senior secured revolver and a recovery corresponding to 'RR4' for the senior unsecured notes. RATING SENSITIVITIES Factors that Could Individually or Collectively, Lead to Positive Rating Action/Upgrade - Material increase in production and reserves; - Demonstrated commitment to stated conservative financial policy, including hedging program; - Midcycle EBITDA leverage sustained below 2.0x. Factors that Could Individually or Collectively, Lead to Negative Rating Action/Downgrade - Midcycle EBITDA leverage sustained above 2.5x; - A material reduction in liquidity through excessive borrowings or a reduction in the borrowing base; - A change in terms of financial policy that is debtholder unfriendly. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: Comstock had $17 million of cash on hand and $1.02 billion of availability under its $1.5 billion revolver with a $2 billion borrowing base and $1.5 billion commitment, as of Dec. 31, 2023. In addition, Fitch anticipates modest positive FCF throughout the forecast period. Comstock's next maturity is the revolver in 2027 followed by the $1.2 billion unsecured notes due in 2029 and the $965 million unsecured notes due in 2030. The revolver has two financial covenants: a leverage ratio of less than 3.5 to 1.0 and a current ratio of at least 1.0 to 1.0. The company complied with both as of Dec. 31, 2023. ISSUER PROFILE Comstock Resources, Inc. (CRK) is an independent E&P company that operates in the Haynesville Basin. The company has proved reserves of 4.9 Tcfe and a PV-10 value of $2.4 billion as of Dec. 31, 2023. Production for 2023 was 1,438 mmcfe/d, of which 99.9% was gas and .1% was oil. While public, 67% of the shares of the company are held by one shareholder. This shareholder is not on the Board but does exert a level of strategic control of the company. ESG CONSIDERATIONS The ESG credit relevance score for Governance Structure is a '4' due to the consolidated ownership of the common shares with 67% of the outstanding shares owned by one shareholder. This shareholder does not sit on the board but can exert a level of strategic control. 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 ----------- ------ -------- ----- Comstock Resources Inc. LT IDR B+ Affirmed B+ senior unsecured LT B+ New Rating RR4 senior unsecured LT B+ Downgrade RR4 BB- senior secured LT BB+ Affirmed RR1 BB+ CONVERGEONE HOLDINGS: Case Summary & 30 Top Unsecured Creditors --------------------------------------------------------------- Lead Debtor: ConvergeOne Holdings, Inc. 10900 Nesbitt Avenue South Bloomington MN 55437 Business Description: The Debtors, together with their non-Debtor affiliates, are providers of information technology services to private and public sector customers, including many of the companies listed on the Fortune 100. The Debtors design, implement, and support thousands of state-of-the-art IT solutions across its core technology markets: pure and hybrid cloud solutions, business applications, customer experiences, contact center design and enablement, modern workplace infrastructure, cyber security, and enterprise networking. Chapter 11 Petition Date: April 4, 2024 Court: United States Bankruptcy Court Southern District of Texas Seventeen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- ConvergeOne Holdings, Inc. (Lead Debtor) 24-90194 AAA Network Solutions, Inc. 24-90196 ConvergeOne Dedicated Services, LLC 24-90197 ConvergeOne Government Solutions, LLC 24-90198 ConvergeOne Managed Services, LLC 24-90199 ConvergeOne Systems Integration, Inc. 24-90200 ConvergeOne Technology Utilities, Inc. 24-90201 ConvergeOne Texas, LLC 24-90193 ConvergeOne Unified Technology Solutions, Inc. 24-90202 ConvergeOne, Inc. 24-90203 Integration Partners Corporation 24-90204 NetSource Communications Inc. 24-90205 NuAge Experts LLC 24-90206 Providea Conferencing, LLC 24-90207 PVKG Intermediate Holdings Inc. 24-90195 Silent IT, LLC 24-90208 WrightCore, Inc. 24-90209 Judge: Hon. Christopher M. Lopez Debtors' General Bankruptcy Counsel: Charles R. Koster, Esq. WHITE & CASE LLP 609 Main Street, Suite 2900 Houston, Texas 77002 Tel: (713) 496-9700 Fax: (713) 496-9701 Email: charles.koster@whitecase.com - and - Bojan Guzina, Esq. Andrew F. O'Neill, Esq. Erin R. Rosenberg, Esq. Blair M. Warner, Esq. Adam T. Swingle, Esq. WHITE & CASE LLP 111 South Wacker Drive, Suite 5100 Chicago, IL 60606 Tel: (312) 881-5400 Email: bojan.guzina@whitecase.com aoneill@whitecase.com erin.rosenberg@whitecase.com blair.warner@whitecase.com adam.swingle@whitecase.com Debtors' Investment Banker: EVERCORE GROUP LLC Debtors' Restructuring Advisor: ALIXPARTNERS, LLP Debtors' Tax Services Provider: GRANT THORNTON LLP Debtors' Notice, Claims & Balloting Agent: EPIQ BANKRUPTCY SOLUTIONS LLC Estimated Assets (on a consolidated basis): $1 billion to $10 billion Estimated Liabilities (on a consolidated basis): $1 billion to $10 billion The petitions were signed by Salvatore Lombardi as chief financial officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MCQBEBI/ConvergeOne_Holdings_Inc__txsbke-24-90194__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Ingram Micro Inc. Trade Debt $39,783,078 1759 Wehrl Dr Williamsville, NY 14221 Contact: Tim Hornef Phone: 954-778-5244 Email: TIM.HORNEF@INGRAMMICRO.COM 2. Scansource Communications Trade Debt $21,216,504 6 Logue Court Greenville, SC 29615 Contact: Garner Bass Phone: 913-499-4209 Email: GARNER.BASS@SCANSOURCE.COM 3. Genesys Cloud Services, Inc. Trade Debt $13,210,797 2001 Junipero Serra Blvd Daly City, CA 94014 Contact: Brandon Warren Phone: 303-250-2133 Email: BRANDON.WARREN@GENESYS.COM 4. Cisco Systems Capital Trade Debt $5,154,088 Corporation 170 W. Tasman Drive San Jose, CA 95134 Contact: Dave Wooster Phone: 410-309-5521 Email: DAWOOSTE@CISCO.COM; CSCC-AMERICAS-NOTICE@CISCO.COM 5. Arrow Enterprise Computing Trade Debt $4,546,900 Solutions Inc. 9151 E Panorama Circle Centennial, CO 80112 Contact: Eileen Obrien Phone: 720-235-2430 Email: EOBRIEN@ARROW.COM 6. CarahSoft Technology Trade Debt $3,964,945 Corporation 11493 Sunset Hills Road Suite 100 Reston, VA 20190 Contact: Shannon Levinsohn Phone: 703-2307548 Email: SHANNON.LEVINSOHN@CARAHSOFT.COM 7. Pure Storage Trade Debt $2,033,052 2555 Augustine Dr Santa Clara, CA 95054 Contact: Travis Worden Phone: 913-220-3013 Email: TWORDEN@PURESTORAGE.COM 8. Incontact Inc., DBA Nice Trade Debt $1,739,122 Incontact 75 West Towne Ridge Pkwy Tower1 Sandy, UT 84070-5522 Contact: Tristan Admundson Email: TRISTAN.AMUNDSON@NICE.COM 9. Blackberry Corporation Trade Debt $1,677,279 3001 Bishop Drive #400 San Ramon, CA 94583 Contact: Rob Phillips Phone: 760-470-0494 Email: ROPHILLIPS@BLACKBERRY.COM 10. Avaya Trade Debt $962,233 350 MT Kemble Avenue Morristown, NJ 07960 Contact: Andrew Schober Phone: 972-745-5225 Email: ASCHOBER@AVAYA.COM 11. Intrado Life & Safety Solutions Trade Debt $913,031 Corp 1601 Dry Creek Drive Longmont, CO 80503 Contact: Vanessa Hearn Phone: 514-831-0609 Email: VHEARN@INTRADO.COM 12. Calabrio Inc. Trade Debt $907,292 Attn: Accounts Receivables 241 North 5th Avenue, Suite 120 Minneapolis, MN 55401 Contact: Jayme Kiester Phone: 317-501-8758 Email: JAYME.KIESTER@CALABRIO.COM 13. Verkada Inc. Trade Debt $755,889 406 E 3rd Ave San Mateo, CA 94401 Contact: Shauna Motgomert Phone: 303-204-5710 Email: SHAUNA.MONTGOMERY@VERKADA.COM 14. Five9 Inc. Trade Debt $713,970 1801 W Olympic Blvd File 2361 Pasadena, CA 91199-2361 Contact: Keith Butler Phone: 678-451-3020 Email: KEITH.BUTLER@FIVE9.COM 15. Nectar Services Corp. Trade Debt $666,378 366 N Broadway, Suite 201 Attn: Anthony Fernandez Jerico, NY 11753 Contact: Jamie Ryan Phone: 516-250-3957 Email: JRYAN@NECTARCORP.COM 16. Oracle America, Inc. Trade Debt $662,725 500 Oracle Parkway Redwood City, CA 94065 Contact: Patrick Graves Phone: 636-497-0969 Email: PATRICK.B.GRAVES@ORACLE.COM 17. Tactical Digital Corp. Trade Debt $626,941 6200 Rolling Rd Ste 2652 Springfield, VA 22152 Contact: Daniel Bradley Phone: 703-229-6236 Email: PATRICK.B.GRAVES@ORACLE.COM 18. Nuance Incorporated Trade Debt $582,699 8416 Carefree Circle Indianapolis, IN 46236 Contact: Julie Pratt Phone: 346-218-8081 Email: JULIEPRATT@MICROSOFT.COM 19. Open Text Inc Trade Debt $568,652 2950 South Delaware Street San Mateo, CA 94403 Contact: Karol Waldron Phone: 520-305-0211 Email: KWALDRON@OPENTEXT.COM 20. Intelepeer Cloud Trade Debt $559,324 Communications LLC 1855 Griffin Rd Ste A200 Dania Beach, FL 33004 Contact: Jeremy JOnes Phone: 585-283-6156 Email: JJONES@INTELEPEER.COM 21. Hyper 30 Medical LLC Trade Debt $538,397 United Capital Funding Corp PO Box 31246 Tampa, FL 33631-3246 Contact: German Palacios Phone: 727-489-3044 Email: GPALACIOS@H30D.COM 22. Akamai Technologies, Inc. Trade Debt $527,125 145 Broadway Cambridge, MA 02142 Contact: Sean O'Mahony Phone: 469-964-4558 Email: SEANO@AKAMAI.COM 23. Swampfox Technologies Inc. Trade Debt $512,719 1337 Assembly Street Columbia, SC 29201 Contact: Bob Cooper Phone: 803-451-4545 Email: BOB.COOPER@SWAMPFOXINC.COM 24. Summer Solutions Inc. Trade Debt $507,431 4 Windsong Way Hopkinton, MA 01748 Contact: Roger Skidmore Phone: 713-893-9110 Email: RSKIDMORE@ASASOLUTIONS.COM 25. Omilia Natural Language Trade Debt $494,422 Solutions Ltd Gladstonos 55 Roussos Center Point 3rd Floor, Office 3C-3D Limassol 3040 Cyprus Contact: Quinn Agen Phone: 647-361-0741 Email: QUINN.AGEN@OMILIA.COM 26. Mutare Software Trade Debt $469,905 2325 Hicks Rd Rolling Meadows, IL 60008 Contact: Vicki Sidor Phone: 859-979-1339 Email: VSIDOR@MUTARE.COM 27. Waterfield Technologies Trade Debt $465,857 One West Third Street Suite 1115 Tulsa, OK 74103 Contact: Crystal Couturier Phone: 918-236-0214 Email: CRYSTAL.COUTURIER@WATERFIELD.COM 28. Verigent, LLC Trade Debt $454,014 10115 Kincey Ave Suite 250 Huntersville, NC 28078 Contact: Todd Merk Phone: 704-658-3278 Email: TMERK@VERIGENT.COM 29. IT Network Consultants, LLC Trade Debt $443,623 #1130 2321 Sir Barton Way Suite 140 Lexington, KY 40509 Contact: Tina Mccollum Phone: 859-963-1911 Email: TMCCOLLUM@ITNC.BIZ 30. SHI International Corp Trade Debt $438,710 c/o Office of the General Counsel 290 Davidson Avenue Somerset, NJ 08873 Contact: RYSTAL SCHULZ CRYSTAL_SCHULTZ@SHI.COM CONVERGEONE HOLDINGS: Gibson & Porter Advise 1st Lien Ad Hoc Group ------------------------------------------------------------------ In the Chapter 11 cases of Envision Healthcare Corporation, and affiliates, the First Lien Ad Hoc Group filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. In or around November 2022, the First Lien Ad Hoc Group was formed and retained attorneys currently affiliated with Gibson, Dunn & Crutcher LLP to represent it as counsel in connection with a potential restructuring of the outstanding debt obligations of the Debtors and certain of their subsidiaries and affiliates. Subsequently, in March 2024, Gibson Dunn contacted Porter Hedges LLP to serve as Texas co-counsel to the First Lien Ad Hoc Group. Gibson Dunn and Porter Hedges represent the First Lien Ad Hoc Group, comprised of the beneficial holders or the investment advisors or managers for certain beneficial holders. Gibson Dunn and Porter Hedges do not represent the First Lien Ad Hoc Group as a "committee" and do not undertake to represent the interests of, and are not fiduciaries for, any creditor, party in interest, or other entity that has not signed a retention agreement with Gibson Dunn or Porter Hedges. In addition, the First Lien Ad Hoc Group does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Each member of the First Lien Ad Hoc Group does not represent or purport to represent the interests of, nor act as a fiduciary for, any person or entity other than itself in connection with the Debtors' chapter 11 cases. The First Lien Ad Hoc Group's address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Kennedy Lewis Management LP 225 Liberty Street, Suite 4210 New York, NY 10281 * $162,312,593.37 * $75,000,000.00 KL Notes 2. MJX Asset Management LLC 12 East 49th St., 38th Floor New York, NY 10017 * $69,009,258.36 3. Monarch Alternative Capital LP 535 Madison Avenue New York, NY 10022 * $178,249,658.30 4. PGIM, Inc. P.O. Box 32339 Newark, NJ 07102 * $86,323,774.80 5. Sound Point Capital Management, LP 375 Park Avenue, 34th Floor New York, NY 10152 * $53,664,091.84 6. SPCP Institutional Group, LLC 2 Greenwich Plaza Greenwich, CT 06830 * $22,567,637.07 7. SPCP Institutional Group 2, LLC 2 Greenwich Plaza Greenwich, CT 06830 * $54,846,285.43 8. SPCP Group, LLC 2 Greenwich Plaza Greenwich, CT 06830 * $174,929,162.55 Attorneys for the First Lien Ad Hoc Group: PORTER HEDGES LLP John F. Higgins, Esq. Eric M. English, Esq. James A. Keefe, Esq. 1000 Main Street, 36th Floor Houston, TX 77002 Telephone: (713) 226-6000 Facsimile: (713) 226-6248 E-mail: jhiggins@poerterhedges.com eenglish@porterhedges.com jkeefe@porterhedges.com - and - GIBSON, DUNN & CRUTCHER LLP Scott J. Greenberg, Esq. Keith R. Martorana, Esq. 200 Park Avenue New York, New York 10166 Telephone: (212) 351-4000 Facsimile: (212) 351-4035 Email: sgreenberg@gibsondunn.com kmartorana@gibsondunn.com GIBSON, DUNN & CRUTCHER LLP Michelle Choi, Esq. 333 South Grand Avenue Los Angeles, California 90071 Telephone: (213) 229-7000 Facsimile: (213) 229-7520 Email: mchoi@gibsondunn.com 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. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90194) on April 4, 2024, with $1,000,000,001 to $10 billion in assets and liabilities. Judge Christopher M. Lopez presides over the case. White & Case LLP represents the Debtor as legal counsel. COSTA SHIPPING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Costa Shipping & Delivery, Inc. 3056 Rue D'Orleans, #134 San Diego, CA 92110 Business Description: The Debtor operates in the general freight trucking business. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Southern District of California Case No.: 24-01179 Judge: Hon. Christopher B Latham Debtor's Counsel: Steven E. Cowen, Esq. S.E. COWEN LAW 333 H St. Ste. 5000 Chula Vista, CA 91910 Tel: 619-202-7511 Email: cowen.christian@secowenlaw.com Total Assets: $1,390,911 Total Liabilities: $2,870,686 The petition was signed by Nathan Costa as officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V46X5JI/Costa_Shipping__Delivery_Inc__casbke-24-01179__0001.0.pdf?mcid=tGE4TAMA COVENANT SURGICAL: NexPoint Marks $1.5MM Loan at 22% Off -------------------------------------------------------- NexPoint Capital, Inc has marked its $1,597,232 loan extended to Covenant Surgical Partners, Inc to market at $1,250,633 or 78% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in NexPoint's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 28, 2024. NexPoint is a participant in a First Lien Term Loan to Covenant Surgical Partners, Inc. The loan accrues interest at a rate of 5.38% (SOFR + 400%) per annum. The loan matures on July 1, 2026. NexPoint Capital, Inc, incorporated on September 30, 2013 (inception date) as a Delaware limited liability company. NexPoint Capital, Inc is an externally managed, 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, as amended. The Company is an investment company and accordingly follows the Investment Company accounting and reporting guidance under Topic 946 of the Financial Accounting Standards Board's Accounting Standards Codification, as amended. Covenant Surgical Partners, Inc. is an owner and operator of freestanding ambulatory surgery centers. COVENANT SURGICAL: NexPoint Marks $333,333 Loan at 22% Off ---------------------------------------------------------- NexPoint Capital, Inc has marked its $333,333 loan extended to Covenant Surgical Partners, Inc. to market at $261, or 78% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in NexPoint's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 28, 2024. NexPoint is a participant in a First Lien Delayed Draw Term Loan to Covenant Surgical Partners, Inc. The loan accrues interest at a rate of 5.38% (SOFR + 400%) per annum. The loan matures on July 1, 2026. NexPoint Capital, Inc, incorporated on September 30, 2013 (inception date) as a Delaware limited liability company. NexPoint Capital, Inc is an externally managed, 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, as amended. The Company is an investment company and accordingly follows the Investment Company accounting and reporting guidance under Topic 946 of the Financial Accounting Standards Board's Accounting Standards Codification, as amended. Covenant Surgical Partners, Inc. is an owner and operator of freestanding ambulatory surgery centers. CUENTAS INC: Delays Filing of 2023 Annual Report ------------------------------------------------ Cuentas, Inc. filed with the Securities and Exchange Commission a Form 12b-25 notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2023. The Company could not complete the filing of its Quarterly Report on Form 10-K for the year ended Dec. 31, 2023, due to a delay in obtaining and compiling information required to be included in the Company's Form 10-K, which delay could not be eliminated by the Company without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date. About Cuentas Headquartered in Miami, Florida, Cuentas, Inc. -- http://www.cuentas.com-- currently focuses on the business of using proprietary fintech technology to provide mobile and e-commerce services for delivering financial, prepaid debit and digital content services to the unbanked, underbanked and underserved Latino, Hispanic and immigrant communities. The Company's proprietary software platform enables Cuentas to offer comprehensive financial services and robust functionality that is absent from other Mobile Apps through the use of its Prepaid Debit Mastercard/General-Purpose Reloadable cards ("GPR") . The Company is diversifying with its initial investment in the first affordable apartment building in Florida using patented, hurricane proof (up to CAT 5) technology. Cuentas sees great potential in developing similar projects in Florida and other area in the US while integrating many of its mobile and e-commerce solutions to help bridge the digital divide for unbanked, underbanked and underserved communities. Cuentas reported a net loss attributable to the company of $14.53 million in 2022, a net loss attributable to the company of $10.73 million in 2021, a net loss attributable to the company of $8.10 million in 2020, a net loss attributable to the company of $1.32 million in 2019, and a net loss of $3.56 million in 2018. As of March 31, 2023, the Company had $5.19 million in total assets, $2.31 million in total liabilities, and $2.88 million in total stockholders' equity. Tel-Aviv, Israel-based Yarel + Partners Certified Public Accountants (Isr.), the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred net losses since its inception, and has not yet generated sufficient revenues to support its operations. As of Dec. 31, 2022, there is an accumulated deficit of $52,750,000. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. In its Quarterly Report for the three months ended Sept. 30, 2023, Cuentas reported that the Company had $1,057,000 in cash and cash equivalents, $1,081,000 in negative working capital, and an accumulated deficit of $57,044,000 as of Sept. 30, 2023. The Company said these conditions raise substantial doubt about its ability to continue as a going concern. DASEKE INC: S&P Withdraws 'B+' Issuer Credit Rating --------------------------------------------------- S&P Global Ratings withdrew all its ratings on Daseke Inc. including its 'B+' issuer credit rating on the company. On April 1, 2024, TFI International Inc. closed the acquisition of Daseke Inc., its subsidiaries, and all outstanding debt obligations. The outlook on Daseke was negative at the time of the withdrawal due to weakening credit metrics arising from the weaker demand environment. DBE HOLDINGS: Scott Rever of Genova Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Scott S. Rever, Esq., at Genova Burns, LLC as Subchapter V trustee for DBE Holdings, LLC. Mr. Rever 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. Rever 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 S. Rever, Esq. Genova Burns LLC 110 Allen Rd., Suite 304, Basking Ridge, NJ 07920 (973) 387-7801 S Email: Rever@genovaburns.com About DBE Holdings DBE Holdings, LLC is engaged in activities related to real estate. The Debtor owns three properties located in Virginia and New Jersey having a total current value of $1.43 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-13101) on March 25, 2024, with $1,430,000 in assets and $1,064,739 in liabilities. Donna Dymkowski, owner and sole member, signed the petition. Karina Lucid, Esq., at Karina Pia Lucid, Esq. LLC represents the Debtor as legal counsel. DESERT HAWK: Case Summary & 10 Unsecured Creditors -------------------------------------------------- Debtor: Desert Hawk Gold Corp. 1290 Holcomb Ave. Reno, NV 89502 Chapter 11 Petition Date: April 5, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-50337 Judge: Hon. Hilary L. Barnes Debtor's Counsel: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 850 E. Patriot Blvd. Suite F Reno, NV 89511 Tel: 775-786-7600 Fax: 775-786-7764 Email: steve@harrislawreno.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Rick S. Havenstrite as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VUVKYMA/DESERT_HAWK_GOLD_CORP__nvbke-24-50337__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 10 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Assure CPAs Goods/Services $8,965 7307 N. Division Street Suite 222 Spokane, WA 99208 2. C.H. Spencer & Co. Goods/Services $1,242 P.O. Box 26066 Salt Lake City, UT 84126-0066 3. Chemtech-Ford Inc. Goods/Services $404 9632 S. 500 W. Sandy, UT 84070 4. Garratt Callahan Co. Goods/Services $3,684 50 Ingold Road Burlingame, CA 94010 5. H & H Metals Corp. Goods/Services $200,000 509 Madison Avenue Suite 2210 New York, NY 10022 6. Red Engine Service, LLC Goods/Services $12,354 184 E. Paradise Ct. Sarasota Springs, UT 84045 7. Redi Services LLC Goods/Services $400 P.O. Box 310 Lyman, WY 82937 8. Reladyne West LLC Goods/Services $18,575 P.O. Box 954039 Saint Louis, MO 63195 9. Statefire DC Specialities Goods/Services $277 P.O. Box 55248 Salt Lake City, UT 84165 10. Wesco Goods/Services $5,439 3135 S. Richmond Street Salt Lake City, UT 84106 DIAMONDHEAD CASINO: Reports $1.41 Million Net Loss in 2023 ---------------------------------------------------------- Diamondhead Casino Corporation filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $1.41 million for the year ended December 31, 2023, compared to a net loss of $1.86 million for the year ended December 31, 2022. As of December 31, 2023, the Company has $5.81 million in total assets, $18.7 million in total liabilities, and $12.9 million in total stockholders' deficit. Marlton, New Jersey-based Marcum LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 29, 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. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/yeyv96vv About DiamondHead Headquartered in Alexandria, Virginia, Diamondhead Casino Corporation owns, operates, and manages a casino resort. The Company constructs a casino resort and hotel and associated amenities. Diamondhead Casino serves customers in the United States. DILLIARD'S CAPITAL I: Fitch Affirms BB Rating on Subordinated Notes ------------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for Dillard's, Inc. (Dillard's) at 'BBB-'. The Rating Outlook is Stable. Dillard's ratings balance its regional footprint relative to nationally-positioned department stores and somewhat volatile longer-term earnings history against strong balance sheet management, resulting in good financial flexibility, modest debt position and EBITDAR leverage expected to trend below 1x. The ratings reflect Dillard's good operating performance over the past three years, including 2023 retail revenue and EBITDA of $6.5 billion and $1.1 billion, respectively, both of which exceed 2019 levels of $6 billion and $400 million, respectively. Fitch expects some near-term operating moderation given softening consumer spending on goods categories like apparel and projects EBITDA could stabilize in the $900 million range over time. KEY RATING DRIVERS Strong Recent Performance: Dillard's produced strong results in 2021-2023 with revenue and EBITDA well above pre-pandemic 2019 levels, supported by good execution and post-pandemic rebound in categories like apparel and beauty. Dillard's 2023 EBITDA of $1.1 billion was well above 2019 levels of $400 million, demonstrating growth ahead of most apparel and accessories peers -- including rival department stores which have seen EBITDA contraction over this period. The company's relatively strong performance is likely due in part to ongoing brand introductions to improve its merchandise mix and improved gross margins due to a well-controlled inventory position to limit unplanned markdown activity. Dillard's began to see some moderation of results in 2023, given ongoing shifts in consumer spending toward services and away from goods, some softening in consumer health, and a rise in industry-wide promotional activity. Total revenue in 2023 declined about 2% to $6.9 billion from 2022 while EBITDA was down approximately 10% from the 2022 peak. Assuming a continued pullback in spending on discretionary goods, Fitch projects 2024 revenue and EBITDA could trend in the $6.7 billion and $900 million range, respectively, and grow modestly beginning 2025. EBITDA margins, which were approximately 6.2% in 2019 and expanded to around 16% in 2023 on topline expansion and expense control, could stabilize in the 13%-14% range assuming some increased markdown activity to drive sales and ongoing selling investments. Longer-Term Pandemic Impacts: Competitive retrenchment during the pandemic could benefit leaders in the apparel and accessories space and improve the company's revenue prospects in the medium term, although this could be offset by the continued secular shifts that have reduced mall traffic. Companies with scale, an omnichannel platform including good store and supply chain infrastructure and a robust online presence, strong relationships with vendors and customers, good cash flow for business reinvestment have the best opportunity to maintain share in a difficult space. Department stores will continue to face secular headwinds over the longer term, including time spent in malls, apparel buying behavior and encroaching competition from value-oriented and online channels. Given some reliance on private label credit card income across the group, recent rule changes to limit late fees and rhetoric around other potential changes is a newer headwind. Dillard's annual credit card revenue is approximately $70 million. Smaller Scale; Regional Footprint: Fitch believes Dillard's smaller scale and regional footprint has historically been a structural disadvantage relative to national competitors, including department stores and other formats selling apparel, accessories, beauty, and home. The regional focus has also likely impacted relative digital growth, given competitors' ability to leverage nationwide supply chain and distribution infrastructure, including stores as points of last-mile delivery and product collection. Fitch believes the company improved its positioning somewhat in the years prior to the pandemic given better in-store execution and some focus on its digital platform. Dillard's has also seen some merchandise brand wins due to its focus on a non-promotional strategy, which is a differentiating factor within its peer group. However, Dillard's smaller scale and regional footprint relative to other apparel and accessories players is expected to remain a structural disadvantage. This disadvantage, coupled with a somewhat concentrated geographic presence in key markets like Arizona, Florida, Louisiana and Texas are limiting factors to the rating. Demonstrated Financial Conservatism: Dillard's ratings benefit from its good financial flexibility and limited debt position. The company has a modest debt load of around $420 million (giving $200 million subordinated debentures due 2038 50% equity treatment), compared with over $500 million in projected annual FCF beginning 2024. The company's debt position, which includes $322 million of unsecured notes maturing between 2026 and 2028, has afforded good financial flexibility through economic cycles and even extreme challenges such as the pandemic. Fitch projects Dillard's EBITDAR leverage to be around 0.6x beginning in 2023, which is low for the rating but balanced against other factors. DERIVATION SUMMARY Dillard's Inc.'s 'BBB-'/Stable rating reflects its strong operating results, with 2023 retail revenue of $6.5 billion above pre-pandemic levels around $6 billion, while EBITDA improved to around $1.1 billion from approximately $400 million in 2019 given expense control and reduced promotional pricing, supporting strong gross margins. Fitch expects EBITDA to stabilize in the $900 million range beginning in 2024, assuming some topline moderation and a reversal in margins as industrywide promotional activity is projected to increase and Dillard's ramps spending on omnichannel and other top line initiatives. The ratings continue to balance Dillard's regional footprint relative to nationally-positioned department stores and somewhat volatile earnings history against strong balance sheet management, resulting in good financial flexibility, modest debt position and EBITDAR leverage expected to trend below 1x. Fitch's rated U.S. department store coverage includes national competitors Macy's Inc. (BBB-/Stable), Kohl's Corp (BB+/Stable), Nordstrom, Inc. (BB/Stable), and regional player Dillard's Inc. (BBB-/Stable). Each of these players contend with secular headwinds affecting the department store industry and are continuously refining strategies to defend market share. Initiatives include investments in omnichannel models, portfolio reshaping to reduce exposure to weaker indoor malls, and efforts to strengthen merchandise assortments and service levels. These initiatives have had varying levels of success in recent years, with Dillard's showing the best operating trajectory albeit with the most upside potential given its long history of relative underperformance. Nordstrom and Kohl's have produced the weakest results across topline and profitability while Macy's results have been somewhat mixed, with topline declines mitigated by good inventory and expense management which have limited EBITDA contraction. Structurally, the three national players should be best positioned to accelerate investment and transformation efforts given greater relative scale and cash flow generation. In particular, Kohl's should benefit from its off-mall real estate positioning while Nordstrom should benefit from its exposure to the off-price segment and the higher-end merchanded positioning of its full price locations. However, neither has demonstrated an ability to capitalize on what should be fundamental advantages, which Fitch expects is somewhat likely due to execution challenges. Prior to the pandemic, the three national players operated with EBITDAR leverage below 3.5x (closer to mid-2x for Kohl's) to support investment-grade ratings. Current ratings embed expectations of Macy's, Kohl's, and Nordstrom operating with leverage under 3.0x, 3.5x, and 4.0x respectively. Dillard's EBITDAR leverage is projected around 1x, modestly below pre-pandemic levels closer to 1.5x; from a rating perspective the company's low leverage is balanced by the company's relatively smaller scale and regional positioning compared with peers. KEY ASSUMPTIONS - Fitch projects Dillard's retail revenue could decline in the low-single digits in 2024 to $6.4 billion given difficult comps and general softness in apparel. Retail revenue could stabilize in the $6.4 billion to $6.5 billion range thereafter, above the approximately $6 billion recorded in pre-pandemic 2019. This would yield total revenue, including other revenue streams, trending in the $6.8 billion range. - EBITDA, which was $1.1 billion in 2023, well above the approximately $400 million in pre-pandemic 2019, could moderate toward $900 million in 2024 given projections of top-line declines, some increase in promotional activity, and SG&A increases relative to support investments in its omnichannel initiatives. EBITDA could sustain in the $900 million range beginning in 2025 based on flattish growth and continued investment in topline initiatives. - Fitch expects FCF in the mid-$500 million range annually (before any special dividends) beginning in 2024, given its EBITDA projections and capex of around $150 million. - Fitch expects any excess cash (with cash at over $800 million at Feb. 3, 2024) to be diverted towards share repurchases given moderate debt and minimal debt maturities. - EBITDAR leverage, which was 0.5x in 2023 on strong operating results, is expected to remain below 1.0x across the forecast period. - Dillard's capital structure primarily consists of unsecured debt with a fixed interest rate structure. Pricing for the company's ABL is based on SOFR, whose rates are forecast in the 4%-5% range over the medium term, given the higher interest rate environment. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch could upgrade Dillard's to 'BBB' should the company sustain low single-digit sales growth while maintaining EBITDAR leverage (capitalizing leases at 8x) at or below 1x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A downgrade could result from sustained low-single digit sales declines, EBITDA margin degradation to the mid-single digit level, or EBITDAR leverage (capitalizing leases at 8x) sustained above 1.5x. LIQUIDITY AND DEBT STRUCTURE Dillard's ended 2023 with a cash balance of $808.3 million and $734.7 million available on its $800 million ABL credit facility, which matures April 28, 2026. The ABL facility is secured by certain deposit accounts of the company and certain inventory and deposit accounts of certain subsidiaries. The borrowing base an amount equal to 90% multiplied by the appraised value multiplied by eligible inventory, minus the aggregate amount of all availability reserves. At the end of 2023, Dillard's had no borrowings on its ABL, although availability was reduced by $19.3 million of outstanding LOCs. The company's modest capital structure consists of $321.8 million of unsecured notes due between 2026 and 2028 and $200 million of subordinated debentures due 2038. Fitch assigns 50% equity credit to the subordinated debentures given their level of subordination and ability to defer interest coupon payments. All of the debt is issued by Dillard's, Inc. other than the subordinated bonds which are issued by Dillard's Capital Trust I, a funding vehicle subsidiary. Fitch expects the company to generate FCF in the $500 million range annually with projected capex around $150 million. Excess cash could be used for share buybacks given minimal near-term debt maturities and low EBITDAR leverage which Fitch projects to remain below 1.0x across the forecast period. ISSUER PROFILE Dillard's is the fifth largest department store chain in the U.S. in terms of sales with 2023 retail revenue of $6.4 billion across 243 stores and 28 clearance centers in 29 states concentrated in the southeast, central and southwestern U.S. SUMMARY OF FINANCIAL ADJUSTMENTS Financial statement adjustments that depart materially from those contained in the published financial statements of the relevant rated entity or obligor are disclosed below: - EBITDA adjusted to exclude stock-based compensation; - Operating lease expense capitalized by 8x to calculate historical and projected adjusted debt. 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 ----------- ------ ----- Dillard's Capital Trust I Subordinated LT BB Affirmed BB Dillard's, Inc. LT IDR BBB- Affirmed BBB- senior unsecured LT BBB- Affirmed BBB- senior secured LT BBB Affirmed BBB DISTRICT 9 BREWING: Seeks Cash Collateral Access ------------------------------------------------ District 9 Brewing Company, LLC asks the U.S. Bankruptcy Court for the Western District of North Carolina for authority to use cash collateral and provide adequate protection. The creditors that assert an interest in the Debtor's cash collateral are South State Bank, Unifi Equipment Finance, Inc., Bank of the West, HYG Financial Services, Inc., Unifi Equipment Finance, Inc., Corporation Service Company, M2 Lease Fund LLC, the U.S. Small Business Administration, CT Corporation System/nFusion, CT Corporation System/Kapitus, Key Business Strategies, Key Business Strategie, and Spectrum Commercial Finance, LLC. The Debtor proposes to use the cash collateral in accordance with a formal budget, with a 10% variance. The Debtor proffers that the Creditors have adequate protection against the diminution in value of their pre-petition collateral. Preliminarily, the use of cash collateral in the ordinary course of business, in and of itself, provides adequate protection in tha t it preserves the going concern value of the Debtor's business and consequently the value of the pre-petition collateral. Moreover, to protect against diminution in the value of the pre-petition collateral, the Debtor proposes to provide the Creditors with replacement liens in post-petition assets to the same extent and priority as existed pre-petition, for all cash collateral actually expended during the duration of the interim cash collateral Order. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=xAcVEL from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $13,075 for Week 1; $28,055 for Week 2; $4,875 for Week 3; $29,225 for Week 4; and $13,075 for Week 5. About District 9 Brewing Company, LLC District 9 Brewing Company, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 24-30289) on March 29, 2024. In the petition signed by Andrew Durstewitz, member manager, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge J. Craig Whitley oversees the case. John C. Woodman, Esq., at ESSEX RICHARDS, P.A., represents the Debtor as legal counsel. DIVERSIFIED MASONRY: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Diversified Masonry, LLC DMC Contractors 4785 Tejon Street Suite 100 Denver, CO 80211 Business Description: The Debtor manufactures commercial and residential stone, stucco, brick and block for national builders, local municipalities and residential clients. Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court District of Colorado Case No.: 24-11578 Judge: Hon. Thomas B. Mcnamara Debtor's Counsel: Jeffrey A. Weinman, Esq. ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. 1600 Stout Street 1900 Denver, CO 80202 Tel: 303-534-4499 Email: jweinman@allen-vellone.com Total Assets: $1,983,868 Total Liabilities: $2,685,778 The petition was signed by Dev Mahanti as manager/member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/THC5MMY/DIVERSIFIED_MASONRY_LLC__cobke-24-11578__0001.0.pdf?mcid=tGE4TAMA DODGE CONSTRUCTION: $130MM Bank Debt Trades at 56% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Dodge Construction Network LLC is a borrower were trading in the secondary market around 43.6 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $130 million Term loan facility is scheduled to mature on February 23, 2030. The amount is fully drawn and outstanding. Dodge Construction Network LLC provides software solutions. The Company offers analytics and software-based workflow integration solutions for the construction industry. Dodge Construction Network serves customers in the United States. EDGEMONT FARMS: Court OKs Deal on Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, Santa Rosa Division, authorized Edgemont Farms LLC to use cash collateral, on an interim basis, in accordance with its agreement with the U.S. Small Business Administration. As of the date of filing the Petition, the Debtor owed approximately $598,000 to SBA. The obligation to SBA is secured by the Debtor's real property located at 49 Jewett Road, Petaluma, California, and the rents and proceeds thereof by way of a recorded deed of trust. The parties agreed that the Debtor may use the cash collateral of the SBA for operating expenses in accordance with the amounts set forth in the budget, with a 20% variance, through June 30, 2024. To the extent of the present value of its interest in cash collateral, SBA will receive a continuing second priority lien on receivables from the operation of the business of the Debtor. As adequate protection for an diminution in value, following the petition date, of the interests of SBA in the pre-petition collateral, SBA is granted, effective as of the petition date, a post-petition replacement lien on all presently owned or hereafter-acquired assets of the Debtor, to the same extent as they had a valid and perfected security interest in the prepetition collateral, including all cash collateral and proceeds therefrom. The post-petition replacement lien will be secured in accordance with the provisions of Bankruptcy Code sections 361 and 363(e). The Debtor will make monthly adequate protection payments to SBA as set forth in the budget. A copy of the stipulation is available at https://urlcurt.com/u?l=YuPtJu from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=hXTQOV from PacerMonitor.com. About Edgemont Farms LLC Edgemont Farms LLC is the owner of the real property located at 49 Jewett Road Petaluma, CA 94952 having an appraised value of $4.6 million. In the petition signed by JoAnn Claeyssens, member, the Debtor disclosed $4,656,722 in assets and $2,679,083 in liabilities. Judge Charles Novack oversees the case. Gina R. Klump, Esq., at LAW OFFICE OF GINA R. KLUMP, represents the Debtor as legal counsel. EMPIRE TODAY: $595MM Bank Debt Trades at 23% Discount ----------------------------------------------------- Participations in a syndicated loan under which Empire Today LLC is a borrower were trading in the secondary market around 77.4 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $595 million Term loan facility is scheduled to mature on April 1, 2028. The amount is fully drawn and outstanding. Headquartered in Northlake, Ill., Empire Today, LLC is a specialty retailer of carpet, hard floor, and window treatments. The company offers shop-at-home sales in the largest metropolitan markets in the U.S. ENDO INC: S&P Assigns 'B+' ICR After Emergence From Chapter 11 -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issuer credit rating to Specialty pharmaceutical company Endo Inc. At the same time, S&P assigned its 'BB' issue-level rating to the proposed $400 million super-priority revolving credit facility and its 'B+' issue-level rating to the proposed $1.25 billion term loan B issued by subsidiary Endo Finance Holdings Inc. The outlook is stable, reflecting its expectation for a return to growth in 2025 and S&P Global Ratings-adjusted debt to EBITDA of 3.5x-4.5x over the next several years. Endo is emerging from Chapter 11 bankruptcy with $2.5 billion of outstanding debt, representing a reduction of over $5 billion from its prepetition capital structure. S&P said, "Our 'B+' rating reflects Endo's significantly improved credit measures following its emergence from bankruptcy.Endo will emerge from bankruptcy having reduced outstanding debt by over $5 billion compared to the prepetition capital structure. In addition, we expect that all aggregate opioid liabilities (totaling over $2 billion as of Dec. 31, 2023) will be fully settled and repaid at emergence with the proceeds from the proposed debt, removing the legal overhang. "We expect that these reductions will result in adjusted leverage of 4.3x for full-year 2024 (excluding bankruptcy fees) and 3.8x in 2025. Lower interest expense will also improve free operating cash flow (FOCF) generation, which we now estimate at $150 million-$300 million annually. "Our view of Endo's business risk reflects its strong market position for top product Xiaflex but also intense competitive pressure across the rest of its portfolio. Sales for Xiaflex, prescribed to treat Peyronie's disease and Dupuytren's contracture, increased 8% to $475 million during 2023. We expect that further market penetration, driven by increased direct-to-consumer marketing, will sustain high-single-digit percent revenue growth over the next several years. Additional indications currently under development (including for plantar fibromatosis and plantar fasciitis) could offer additional upside if approved several years from now, although we currently do not include this in our forecast. We believe Xiaflex will maintain exclusivity into the 2030s." Endo's revenue has dropped heavily outside of Xiaflex over the past few years, driven by a loss of exclusivity (LOE) to former top product Vasostrict in 2022. Competitive pressures to several other products resulted in total revenue decline of 13% in 2023, despite the growth of Xiaflex. S&P said, "During 2024, we expect that significant declines for Varenicline, Dexlansporazole, and Adenalin, as well as continued declines in Vasostrict, will more than offset growth from Xiaflex, resulting in total revenue falling 15%. However, we expect 2024 to be a trough year, as there are no major LOEs in 2025 or 2026." In the meantime, Endo's high-margin portfolio of roughly 10 legacy brands provides a steady base of EBITDA and cash flow generation. However, S&P expects that without patent protection, these revenues will also decline over time, in line with historical analogues. S&P said, "We believe that Endo is well-positioned for growth in 2025 and beyond.We forecast that Xiaflex growth and new sterile injectable launches will contribute to revenue growth of mid-single-digit percent during 2025. Endo's strategy relies heavily on launching upwards of 40 new sterile injectables over the next several years, nearly doubling its existing portfolio of 40 on-market products. A majority of these launches comprise differentiated ready-to-use (RTU) bottles and bags, which we believe offer meaningful time savings to health care providers, which will increase the likelihood of taking market share once launched. Nevertheless, this growth strategy is relatively untested to date and runs the risk that the company will not successfully launch that many products annually. "Our outlook on Endo is stable, reflecting our expectation for a return to revenue expansion over the next 12 months, supporting adjusted debt to EBITDA sustained at 3.5x-4.5x." S&P could consider a lower rating if: -- Endo is not able to outpace competitive pressures with new product launches and Xiaflex growth over the next 12 months, resulting in continued revenue declines into 2025; or -- Adjusted debt to EBITDA sustains above 5x. S&P could consider a higher rating if: -- Adjusted debt to EBITDA sustains comfortably below 4x; and -- S&P believes financial policies support this lower leverage. Environmental and social factors have no material influence on S&P's credit rating analysis of Endo. Governance factors have a moderately negative influence, given limited information around Endo's board composition, which compares unfavorably to peers. EVANGELINE MASONIC: Case Summary & Three Unsecured Creditors ------------------------------------------------------------ Debtor: Evangeline Masonic Club Holding Corporation 328 Guilbeau Road Lafayette, LA 70506 Business Description: The Debtor owns the real property located at 328 Guilbeau Road, Lafayette, Louisiana 70506 valued at $1.5 million. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 24-50256 Judge: Hon. John W Kolwe Debtor's Counsel: Tom St. Germain, Esq. WEINSTEIN & ST. GERMAIN 1103 West University Ave Lafayette, LA 70506 Tel: (337) 235-4001 Fax: (337) 235-4020 Total Assets: $1,515,370 Total Liabilities: $309,251 The petition was signed by Daniel J. Hebert as treasurer. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QUWOE4Q/Evangeline_Masonic_Club_Holding__lawbke-24-50256__0001.0.pdf?mcid=tGE4TAMA EXELA TECHNOLOGIES: Reports $124.4 Million Net Loss in 2023 ----------------------------------------------------------- Exela Technologies, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $124.43 million on $1.06 billion of revenue for the year ended Dec. 31, 2023, compared to a net loss of $415.58 million on $1.07 billion of revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $636.34 million in total assets, $1.49 billion in total liabilities, and a total stockholders' deficit of $858.83 million. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 3, 2024, citing that the Company has experienced recurring losses, has a working capital deficit and stockholders' deficit and significant future required cash payments for interest under its long-term debt obligations that raise substantial doubt about its ability to continue as a going concern. Exela said, "We plan to spend approximately 1.5% of total revenue on total capital expenditures over the next twelve months. Our business model has evolved to leverage cloud hosted platforms. This has reduced our capital expenditures and increased our operating expenses. This is the primary driver of changes in our capital expenditures when compared with historical periods. Our future cash requirements will depend on many factors, including our rate of revenue growth, our investments in strategic initiatives, applications or technologies, operation centers and acquisition of complementary businesses, which may require the use of significant cash resources and/or additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all adversely impacting our plans." Management Comments "2023 was a challenging year with focus on stabilizing revenues and recovering from the effects of our network outage in 2022. We made significant improvement to our balance sheet, eliminating current liabilities, and reducing our overall debt and interest expense under a difficult macro environment and uncertain outlook. We maintained our focus on cost management and leveraging automation and have 2023 initiatives in process continuing into 2024 to achieve our margin improvement goals. "Late in the year, we made investments to position the Company for future growth by entering into cyber security, data modernization, cloud and Infrastructure-as-a-Service, in addition to previously announced investments in FAO and data science. We completed the public listing on Nasdaq of XBP Europe, our European business. We also made significant investments in people. We improved gross margins and operating income, however we did not accomplish all of our goals in 2023 and have room to grow," said Par Chadha, Executive Chairman of Exela Technologies. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1620179/000155837024004674/xela-20231231x10k.htm About Exela Technologies Headquartered in Irving, Texas, Exela Technologies, Inc. -- www.exelatech.com -- is a global provider of transaction processing solutions, enterprise information management, document management and digital business process services. The Company's technology-enabled solutions allow global organizations to address critical challenges resulting from the massive amounts of data obtained and created through their daily operations. Its solutions address the life cycle of transaction processing and enterprise information management, from enabling payment gateways and data exchanges across multiple systems, to matching inputs against contracts and handling exceptions, to ultimately depositing payments and distributing communications. * * * As reported by the TCR on Aug. 24, 2023, S&P Global Ratings raised its issuer credit rating on Exela Technologies Inc. to 'CCC' from 'SD' (selective default). S&P said, "Despite improving revenue trends and cost savings, we forecast limited liquidity cushion in January and July of 2024." EYECARE PARTNERS: $110MM Bank Debt Trades at 47% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 52.9 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $110 million Delay-Draw Term loan facility is scheduled to mature on November 15, 2028. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products FARM CUP: Seeks Cash Collateral Access -------------------------------------- Farm Cup Coffee LLC asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay the necessary and ordinary expenses required to allow it to keep operating, such as payroll, rent, insurance, coffee/food products, utilities, and other industry specific expenses. The Debtor proposes to continue use of cash collateral through either the entry of an order confirming a Chapter 11 plan of reorganization, or until the case is converted or dismissed, whichever first occurs. The Debtor will continue to make payments as set forth, as follows: 1. U.S. Small Business Administration - $263 per month (the contractual payment - Acct. No. 7004) 2. SBA - $838 per month (the contractual payment - Acct. No. 9110) 3. OnDeck/Celtic Bank ("OnDeck") - $500 per month 4. Velocity Capital Group ("Velocity") - $500 per month 5. FundFi Merchant Funding, LLC ("FundFi") - $500 per month 6. Funding Metrics, LLC ("Fund Metrics") - $500 per month 7. Internal Revenue Service ("IRS") - $500 per month The Debtor will also give to the Purported Secured creditors replacement liens on the Debtor's postpetition cash collateral with the same validity, extent and priority as their prepetition liens and as they would have under non-bankruptcy law, to the extent that their cash collateral is actually used. The Debtor will segregate in its cash collateral DIP bank account all revenue exceeding the funds needed to pay the expenses set forth in the Budget. A hearing on the matter is set for April 23, 2024 at 11:30 a.m. A copy of the motion is available at https://urlcurt.com/u?l=NmEfFp from PacerMonitor.com. About Farm Cup Coffee LLC Farm Cup Coffee LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11687) on March 5, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Vincent P Zurzolo presides over the case. Matthew D. Resnik, Esq. at Rhm Law LLP represents the Debtor as counsel. FAST FLOW: Seeks Cash Collateral Access --------------------------------------- Fast Flow Plumbing, LLC asks the U.S. Bankruptcy Court for the Eastern District of Kentucky, Lexington Division, for authority to use cash collateral and provide adequate protection. The Debtor has an urgent and immediate need for cash to stay current with the company's operating expenses. Fast Flow's tangible assets are comprised of vehicles, field equipment, plumbing specific equipment, and hand tools. Excluding vehicles, the company estimates the replacement value of all of its tangible assets to equal not more than $245,750, most of which is pledged as collateral to secured lenders Western Equipment Finance and Allegiant Partners, or held under a lease with Kubota Credit. Fast Flow owns approximately 30 vehicles, some of which are inoperable. Of the functional vehicles, 16 are encumbered by title liens held by various secured lenders including Ally Bank, Community Trust Bank, First Citizens Bank, M&T Bank, Toyota Commercial Finance, and Mercedes Benz Financial. Fast Flow believes that most of the value of the company lies in the revenues of the ongoing concern which result directly from effective marketing, operational know-how, and the goodwill developed with the company's customer base over the last five years. Fast Flow also obtained two Economic Injury Disaster Loans from the US Small Business Administration. One in the amount of $250K, which was disbursed in May 2020; The second in the amount of $250K, which was disbursed in the 3rd or 4th quarter of 2021. The EIDLs are secured by a UCC all asset lien filed with the Kentucky Secretary of State on May 19, 2020. Under the parties' agreements, Fast Flow is required to make monthly principal and interest payments of $2,459. The balance of the outstanding principal is due sometime in 2050. Fast Flow is indebted to MCA Lenders who each will likely claim a secured interest in future sales and cash collateral. A review of the records for the secretary of state shows that Flash Funding LLC is the only MCA who filed a UCC financing statement. The financing statement was filed on July 13, 2022, more than two years after the SBA filed a financing statement in connection with the EIDLs. As adequate protection, the Debtor proposes to make the monthly contractual payment of $2,45 to the SBA until the earlier of an order of confirmation, or the conversion or dismissal of the case and to segregate from the cash collateral $1,522 per week, (or the total estimated loan balances shown above, multiplied by an annualized interest rate of 9.5%), as adequate protection for the secured lenders until the final hearing on this matter commences. A hearing on the matter is set for April 4, 2024 at 9:30 a.m. A copy of the motion is available at https://urlcurt.com/u?l=j7xBnz from PacerMonitor.com. About Fast Flow Plumbing, LLC Fast Flow Plumbing, LLC is a provider of plumbing and trenchless service in Lexington, Kentucky. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. Case No. 24-50346) on March 26, 2024. In the petition signed by Donald Fitzpatrick, CEO and corporate representative, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Gregory R. Schaaf oversees the case. J. Christian Dennery, Esq., at Dennery PLLC, represents the Debtor as legal counsel. FAXON ENTERPRISES: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Galveston Division, authorized Faxon Enterprises, Inc. d/b/a Henderson Fabrication to use cash collateral, on an interim basis, in accordance with the budget. The court ruled that Newtek Small Business Finance, LLC and any other holders of prepetition secured claims are granted a valid, binding, continuing, enforceable, fully-perfected replacement security interest in and lien on all assets of Debtor and its estate. Such replacement liens and security interests (i) are subordinate only to any prior existing and validly perfected liens and security interest in such assets, (ii) are automatically perfected, and (iii) except to the extent of any such subordination, they are first priority replacement liens and security interests in all of the Debtor's assets. The Prepetition Secured Parties are also granted an allowed administrative expense claim against the Debtor on a joint and several basis with priority over all other administrative claims in the Chapter 11 Case (subject only to the Carve Out), including all claims of the kind specified under 11 U.S.C. sections 503(b) and 507(b), which administrative claim will have recourse to and be payable from all prepetition and post petition property of the Debtor, excluding the Carve Out. The Debtor will maintain insurance on the Pre-Secured Lenders' collateral and pay taxes when due. The prepetition liens of Newtek, the Adequate Protection Liens and the Adequate Protection Claims will be subject to and subordinate to the payment of a carve-out consisting of (a) quarterly fees required to be paid pursuant to 28 U.S.C. Section 1930(a)(6) plus interest at the statutory rate; and any fees payable to the Clerk of the Bankruptcy Court; (b) actually incurred expenses included in the Budget but unpaid as of the termination of the Debtor's right to use cash collateral under the Interim Order; and (c) the aggregate amount of any fees and expenses of an estate professionals included in the Budget which are actually incurred, but unpaid as of the termination of the Debtor's right to use cash collateral, but only to the extent incurred and unpaid, such fees and expenses have been previously or subsequently are approved by the Court and only to the extent such incurred and unpaid fees and expenses exceed any retainer held by any such Professional at the time of termination. These events constitute an "Event of Default": (a) If the Debtor breaches any term or condition of the Order; (b) if the case is converted to a case under Chapter 7 of the Bankruptcy Code; (c) if the Debtor is removed from possession and a Chapter 11 or other Trustee, such as the Subchapter V Trustee, is appointed to take over Debtor's business/operations; and (d) If the case is dismissed. A further hearing on the matter is set for April 22 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=oU2k6N from PacerMonitor.com. About Faxon Enterprises, Inc. Faxon Enterprises, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-80075) on March 24, 2024. In the petition signed by James E. Faxon, owner, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Nicholas Zugaro, Esq., at DYKEMA GOSSETT PLLC, represents the Debtor as legal counsel. FOUR WIND: Case Summary & 19 Unsecured Creditors ------------------------------------------------ Debtor: Four Wind Trucking, Inc. 1460 Market St., Suite 201 Des Plaines, IL 60016 Chapter 11 Petition Date: April 5, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-04983 Judge: Hon. Donald R. Cassling Debtor's Counsel: David Freydin, Esq. LAW OFFICES OF DAVID FREYDIN 8707 Skokie Blvd., Suite 305 Skokie, IL 60077 Tel: 888-536-6607 Fax: 866-575-3765 E-mail: david.freydin@freydinlaw.com Total Assets: $579,000 Total Liabilities: $1,636,891 The petition was signed by Bogdan Czernecki as president. 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/4TRN34Q/Four_Wind_Trucking_Inc__ilnbke-24-04983__0001.0.pdf?mcid=tGE4TAMA FRANCISCAN FRIARS: Seeks to Extend Plan Exclusivity to October 26 ----------------------------------------------------------------- Franciscan Friars of California, Inc. ("FFCI") asked the U.S. Bankruptcy Court for the Northern District of California to extend its exclusivity periods to file a plan of reorganization and disclosure statement, and obtain acceptance thereof to October 26 and December 26, 2024, respectively. FFCI filed this Bankruptcy Case to reorganize its financial affairs pursuant to a plan of reorganization that will, among other things, fairly, justly, and equitably compensate survivors of sexual abuse by clergy or others associated with FFCI and bring healing to survivors, parishioners and others affected by past acts of sexual abuse. FFCI requires the Bankruptcy Court's protection and the protection of the bankruptcy laws to make fair and equitable payment on all of the claims against it, including the claims by survivors of abuse, trade creditors and others, while continuing its ministries and support it offers to Catholic communities. The Debtor explains that the case is complex. Among other complicating factors, there are 94 pending sexual abuse cases and approximately 800 creditors. There are also several insurance companies and non-debtors that may be called upon to contribute to a plan of reorganization. Negotiation with these creditors, insurance companies, and others will be complex and will require significant time. In the meantime, negotiations have begun and have progressed significantly. The Debtor asserts that it is making good progress toward a reorganization. Specifically, the Debtor has successfully brought and prosecuted its first day motions, its motion for interim compensation of professionals, its motion regarding ordinary course professionals, its applications and motion to employ professionals, its motion to approve a settlement agreement with James Merz, and its first monthly operating report, among other things. The Debtor further asserts that the availability of insurance proceeds indicates reasonable prospects for a viable plan of reorganization. The bankruptcies of virtually every religious organization subject to sexual abuse claims has proceeded the same way: Following extensive negotiations, insurance companies and non-debtors have contributed to a fund to pay survivors and creditors. Finally, the case has been pending for a relatively short time. There is no indication that the Debtor is seeking an extension to pressure creditors. Franciscan Friars of California, Inc. is represented by: Robert G. Harris, Esq. Julie H. Rome-Banks, Esq. Wendy W. Smith, Esq. Reno Fernandez, Esq. BINDER MALTER HARRIS & ROME-BANKS LLP 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 Fax: (408) 295-1531 Email: rob@bindermalter.com julie@bindermalter.com wendy@bindermalter.com reno@bindermalter.com About Franciscan Friars of California Franciscan Friars of California, Inc. is a tax-exempt religious organization in Oakland, Calif. The Debtor was formed to provide religious, charitable, and educational acts, ministry, and service to the poor. Franciscan Friars of California, Inc. filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41723) on Dec. 31, 2023, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Gaa, OFM, president of the Debtor, signed the petition. Judge William J. Lafferty oversees the case. The Debtor tapped Binder Malter Harris & Rome-Banks LLP as bankruptcy counsel; Hanson Bridgett LLP, Weintraub Tobin Chediak Coleman Grodin Law Corporation, and Bledsoe, Diestel, Treppa & Crane LLP as special counsel; and GlassRatner Advisory & Capital Group LLC, doing business as B. Riley Advisory Services, as financial advisor. Donlin, Recano & Company, Inc. is the Debtor's administrative advisor. The U.S. Trustee appointed an official committee of unsecured creditors. The committee selected Lowenstein Sandler LLP and Keller Benvenutti Kim LLP as counsel and Berkeley Research Group, LLC as its financial advisor. FRINJ COFFEE: Seeks Cash Collateral Access Thru April 30 -------------------------------------------------------- Frinj Coffee, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Northern Division, for authority to continue using the cash collateral of the U.S. Small Business Administration under the terms of their stipulation dated January 22, 2024. The Debtor requires the use of cash collateral to pay the reasonable expenses it incurs during the ordinary course of its business. The events precipitating the filing of the case include shortage of operating capital and the Debtor's unsuccessful efforts to restructure the obligations outside of bankruptcy. Two lawsuits from Paige Gesualdo (as a shareholder and in her individual capacity) and her father, Ralph Gesualdo, have limited the Debtor's managements' available time to work with potential investors, have increased the legal fees and depleted the cash reserve, leaving the company with a need for breathing room in order to reorganize its financial affairs. Pre-petition, on July 8, 2020, the Debtor executed a U.S. Small Business Administration Note, pursuant to which the Debtor obtained a loan in the amount of $150,000. The terms of the Note require the Debtor to pay principal and interest payments of $731 every month beginning 12 months from the date of the Note over the 30 year term of the SBA Loan. The SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. Pursuant to the issuance of SBA Procedure Notice 5000-830558 (March 15, 2022), the monthly payments on the SBA Loan were deferred to January 10, 2023, however interest continued to accrue during the deferment period. See SBA Proof of Claim No. 1 filed on January 17, 2024. As evidenced by a Security Agreement executed on July 8, 2020 and a valid UCC-l filing on July 20, 2020 as Filing Number U200002733521, the SBA Loan is secured by all tangible an intangible personal property. As adequate protection, retroactive to the Petition Date, SBA will receive a replacement lien(s) that is deemed valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of the Petition Date, on all post-petition revenues of the Debtor to the same extent, priority and validity that its lien attached to the Personal Property Collateral. The Debtor will remit adequate protection payments to the SBA in the amounts and terms as set forth in the applicable SBA Loan documents, with the first payment to be paid on or before February 1, 2024 in the amount of $731, and continuing until further order of the Court regarding interim and/or final use of cash collateral, or the entry of an order confirming the Debtor's plan of reorganization, whichever occurs earlier. The SBA will be entitled to a priority claim over the life of the Debtor's bankruptcy case, pursuant to 1 1 U.S.C. Sections 3(b), 507(a)(2) and 507(b), which claim will be limited to any diminution in the value of SBA's collateral, pursuant to the SBA Loan, as a result of the Debtor's use of cash collateral on a post-petition basis. A copy of the motion is available at https://urlcurt.com/u?l=QffYha from PacerMonitor.com. A hearing on the matter is set for April 23, 2024 at 2 p.m. About FRINJ Coffee FRINJ Coffee, Incorporated is a coffee production firm that offers coffee plant material, production consulting, post-harvest, and marketing services. The Company creates a transformative experience by connecting coffee drinkers to farmers, propelling the growth of a coffee industry in Southern California. FRINJ currently supports more than 65 farmers who are growing coffee in Santa Barbara, Ventura, and San Diego counties as well as many more property owners who are adding coffee to their crops. FRINJ Coffee filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10044) on Jan. 16, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John A. Ruskey III, chief executive officer, signed the petition. Judge Ronald A. Clifford III oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger represents the Debtor as bankruptcy counsel. G & I SOLUTIONS: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: G & I Solutions, Inc. 9526 Sidney Hayes Rd Orlando, FL 32824 Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01659 Judge: Hon. Lori V. Vaughan Debtor's Counsel: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Tel: (407) 481-5801 Email: dvelasquez@lathamluna.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ivaylo Boyanov as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7CZDFRY/G__I_Solutions_Inc__flmbke-24-01659__0001.0.pdf?mcid=tGE4TAMA GALLERIA 2425: Unsecured Creditors to Recover 100% over 5 Years --------------------------------------------------------------- Galleria 2425 Owner, LLC, submitted a First Amended Disclosure Statement in support of Plan of Reorganization dated April 1, 2024. The Debtor owns that certain real property located at 2425 West Loop South, Houston, Texas (the "Property"). Since the Petition Date, the Debtor remained in possession of its property and continued to manage its business until February 9, 2024. On February 9, 2024, the court appointed Christopher Murray as the chapter 11 trustee. Mr. Murray has continued as the chapter 11 trustee. The Debtor files this Plan to reorganize its financial affairs and hopes that the Plan, as it may hereafter be amended, modified, or restated, in whole or in part, will be confirmed on a consensual basis through acceptance by all Classes of Creditors entitled to vote on the Plan. In the event that one or more of the Debtor's Creditor Classes fails to accept the Plan, the Debtor will request the Court to confirm the Plan on a consensual basis through acceptance by all classes of creditors entitled to vote on the Plan. In the event that one or more of the Debtor's creditor classes fails to accept the Plan, the Debtor will request the Court to confirm the Plan under Section 1129(b) of the Bankruptcy Code. Mr. Murray as the chapter 11 trustee has indicated that he intends to sell the Property by auction in July of 2024. Contrary to what would be considered reasonable business practices, Mr. Murray has not approved any new leases for the Property even though the Debtor has proposed several very good leases with high quality tenants. The Debtor does not believe that the proposed auction sale of the Property in July is in the best interests of creditors or the Debtor's estate. Generally speaking, the Plan provides for the payment to Claims against the Debtor. Funds will be contributed by equity in the amount of $1.5 million and when the funds fall below $500,000 another $1,500,000 will be contributed. The funds to be used for the payment of Allowed Claims and other Distributions to be made under the Plan will come from the income generated from the Property plus the new equity plus any other available funds or property that the Reorganized Debtor may otherwise possess on or after the Effective Date. Class 7 consists of General Unsecured Claims. The Reorganized Debtor will pay a total of 100% of these creditors' Allowed Claims on or before 5 years from the Effective Date. The Debtor will pay the amounts set forth in the payments for the Class 7 creditors for the first 5 years. The estimated unsecured claims are approximately $780,000 (less claims in Class 6) not including the unsecured claims of NBK and 2425 WL, LLC. No payments on the unsecured claim amount of NBK will be paid to NBK until the unsecured amount is determined by a court order or an agreement. No payments will be made on the unsecured claims of 2425 WL, LLC. If the claims in Class 7 are not fully paid in 5 years, then the Debtor will either sell the Property and use the sales proceeds to pay the classes any unpaid amounts or refinance the Property such that the Class 7 and other creditors can be fully paid. Creditors in Classes 1-7 must be paid in full before equity is entitled to retain any funds. Class 7 Claims are impaired by the Plan. Class 8 consists of Equity Interest Holders. The Class 8 Allowed Interests of the Equity Interest Holders will continue, provided that the Equity Interest Holders will contribute the amount of approximately $1.5 million of new equity. The equity contribution is being made by an affiliated investor who may receive an interest in the Equity from the current Equity Interest Holders. The new equity funds of $1,500,000 in funds (the "Funds") will be deposited at Wells Fargo Bank (or such other bank that is an approved depository) (the "Account"). The Funds will be made available by a person or entity that is not the Debtor. The Funds will be available for use by the Debtor for the Property. When the Funds in the Account reach $500,000, the Account must be replenished with an additional $1,500,000. If the Account is not replenished within 15 days, then the Reorganized Debtor shall be in default. If the default is not cured within 14 days of written notice of the default, then NBK shall be allowed to take actions to collect on its debt pursuant to state laws. Class 8 Interests are impaired by the Plan. The funds used for the repayment of Claims or other Distributions to be made under the Plan will come from the income generated from the Property, the new equity contribution, plus any other available funds or property that the Reorganized Debtor may otherwise possess on or after the Effective Date, including, without limitation, any such funds or property which may be provided through additional capital contributions, and the proceeds of any sale, refinancing, or other disposition of the Debtor's Assets. A full-text copy of the First Amended Disclosure Statement dated April 1, 2024 is available at https://urlcurt.com/u?l=11lu9I from PacerMonitor.com at no charge. Counsel to Debtor: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane, Ste. 300 Houston, TX 770024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 Email: courtdocs@bakerassociates.net About Galleria 2425 Owner Galleria 2425 Owner LLC is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60036) on July 5, 2023. In the petition signed by Dward Darjean, manager, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Christopher M. Lopez oversees the case. Melissa S. Hayward, Esq., at Hayward PLLC, is the Debtor's legal counsel. GLOBAL LEADERSHIP: S&P Places 'BB-' Bond Rating on Watch Negative ----------------------------------------------------------------- S&P Global Ratings placed its 'BB-' long-term rating on the Philadelphia Authority for Industrial Development, Pa.'s series 2020A and 2020B revenue bonds, issued for Global Leadership Academy Charter School (GLA), Pa., on CreditWatch with negative implications. "The CreditWatch placement reflects a trend of deficit operations, including weak fiscal 2023 financial metrics, resulting in days' cash on hand and debt service coverage covenant violations, exposing GLA to short-term uncertainties regarding bondholder actions," said S&P Global Ratings credit analyst Sue Ryu. S&P said, "Separately, we note GLA's current charter is up for renewal in June 2024; while revocation or nonrenewal is not expected at this time, there is some uncertainty regarding the authorizer's decision on the terms and conditions. "The CreditWatch placement reflects the one-in-two likelihood that a negative rating action could occur within the next 90 days if we believe bondholders are likely to exercise remedies that place additional stress on GLA's financial or enterprise profile. In addition, we could consider a negative rating action as we gain additional clarity on fiscal 2024 expectations for financial performance, liquidity, and covenant compliance, believe operating challenges will continue, making the school more vulnerable to future nonpayment. We could also take a negative rating action, potentially by multiple notches, if we believe the charter is at a heightened risk of future revocation or nonrenewal, although not expected at this time." GLOBAL ONE: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Global One Media, Inc. to use cash collateral, on an interim basis to pay insider wages. Specifically, the Debtor is authorized to use cash collateral to pay the wages of insiders Richard Hudson and Natalia Hudson for only the pay periods on March 15, 2024, and on March 29, 2024, in the per period amounts $3077 for Richard Hudson and $1385 for Natalia Hudson, which includes the payment of applicable taxes by the Debtor. On or before March 25, 2024, the Debtor is directed to file a motion for use of cash collateral that includes the proposed use of all cash collateral in favor of Newtek, including, but not limited to, use of further insider wages. A further hearing on the matter is set for April 10, 2024 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=MYrzHL from PacerMonitor.com. About Global One Media, Inc. Las Vegas-based Global One Media, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-10526) on February 2, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Richard Hudson, president and chief executive officer, signed the petition. Judge Mike K. Nakagawa oversees the case. David Riggi, Esq., at Riggi Law Firm represents the Debtor as bankruptcy counsel. GLOBAL PREMIER: Seeks to Extend Plan Exclusivity to June 3 ---------------------------------------------------------- Global Premier Regency Palms Palmdale, LP, asked the U.S. Bankruptcy Court for the Central District of California to extend its exclusivity periods to file a plan of reorganization, and obtain acceptance thereof to June 3 and August 5, 2024, respectively. The Debtor was formed in 2014 to purchase land and develop and operate an assisted living/memory care facility in Palmdale, California. The Debtor is approximately 90% finished with the completion of a much needed assisted living facility to serve the increasing segment of the society, the elderly. The prospects for success are further evidenced by the number of prospective financiers, including the Debtor's current lender, willing to advance additional funds to complete the project. Accordingly, the Debtor submits that there is more than, and certainly at least, a promise of success for a reorganization. The Debtor believes it has reached agreement with its senior secured creditor for the funding of a consensual plan of reorganization. The Debtor needs more time to complete its plan budget and finalize any open items relative to the terms of financing and a consensual plan of reorganization in order to prepare its plan of reorganization and prepare adequate information necessary for the approval of same. The Debtor explains that once it finalizes these terms and budget, it will promptly proceed with the preparation of a plan of reorganization. To ensure that third parties are not able to derail the confirmation process and, in turn, the Debtor's efforts to emerge from Chapter 11 through the filing and solicitation of a competing plan, the Court should extend the exclusivity periods as requested herein. The Debtor asserts that through extensive efforts, the Debtor and its counsel reached an agreement with the Debtor's senior secured creditor on additional financing and the consensual terms of a plan of reorganization. Once the Debtor finalizes its plan budget and any open items, it will promptly file a plan. The Debtor further asserts that if, however, the exclusivity periods in the Debtor's case are allowed to expire, there is a possible risk that the Debtor's efforts for a swift confirmation process could be disrupted to the detriment of the Debtor's creditors. The Debtor submits that its good faith progress toward reorganization militates in favor of an extension of plan exclusivity, particularly when compared with the likely consequences should an extension not be granted. Global Premier Regency Palms Palmdale, is represented by: Garrick A. Hollander, Esq. Matthew J. Stockl, Esq. Winthrop Golubow Hollander, LLP 1301 Dove Street, Suite 500 Newport Beach, CA 92660 Telephone: (949) 720-4100 Facsimile: (949) 720-4111 Email: ghollander@wghlawyers.com mstockl@wghlawyers.com About Global Premier Regency Palms Palmdale Global Premier Regency Palms Palmdale, LP, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-10454) on June 2, 2023, with $10 million to $50 million in both assets and liabilities. Judge Barry Russell oversees the case. Winthrop Golubow Hollander, LLP, serves as the Debtor's legal counsel. GRID AT MESA: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: The Grid at Mesa, LLC 10066 E. South Bend Drive Scottsdale, AZ 85255 Chapter 11 Petition Date: March 30, 2024 Court: United States Bankruptcy Court District of Arizona Case No.: 24-02408 Debtor's Counsel: Grant L. Cartwright, Esq. MAY POTENZA BARAN & GILLESPIE, PC 1850 North Central Avenue, Ste 1600 Phoenix, AZ 85004 Tel: 602-252-1900 Email: gcartwright@maypotenza.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mitch Pinkard 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/VH73XKA/The_Grid_at_Mesa_LLC__azbke-24-02408__0001.0.pdf?mcid=tGE4TAMA H-FOOD HOLDINGS: $1.15BB Bank Debt Trades at 28% Discount --------------------------------------------------------- Participations in a syndicated loan under which H-Food Holdings LLC is a borrower were trading in the secondary market around 71.8 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.15 billion Term loan facility is scheduled to mature on May 30, 2025. About $1.08 billion of the loan is withdrawn and outstanding. H-Food Holdings, LLC manufactures and distributes packaged food products. The Company serves customers in the State of Illinois. HAQUE MEDICAL: Wins Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina, Greensboro Division, authorized Haque Medical Properties, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance, through the earliest of the occurrence of a Termination Event, or upon further hearings. The events that constitute a Termination Event are: i. The entry of a final order authorizing the use of cash collateral; ii. The entry of a further interim order authorizing the use of cash collateral; iii. The entry of an order denying or modifying the use of cash collateral; iv. The effective date of any confirmed chapter 11 plan in the proceeding; v. Conversion of the case to another chapter of the Bankruptcy Code or removal of Debtor from possession; vi. The entry of further orders of the Court regarding the subject matter thereof; vii. Dismissal of this proceeding; viii. Occurrence of an event of default that is not timely cured; or ix. June 30, 2024. These events constitute an "Event of Default": i. the Debtor will fail to comply with any of the terms or conditions of the Order; ii. the Debtor will use cash collateral other than as authorized in the Order; iii. Cancellation or lapse of the Debtor's applicable insurance coverage; or iv. Cessation of business operations by the Debtor. The Debtor requires the use of cash collateral to pay its operational needs including payment of adequate protection payments, utilities, insurance and other normal expenses incurred in the ordinary course of its business. The Debtor owes approximately $1.188 million to First Citizens Bank & Trust Company pursuant to a Promissory Note and Deed of Trust dated on November 3, 2021. The Deed of Trust contains a Collection of Rents clause which constitutes cash collateral as it is defined in 11 U.S.C. Section 363(a). As adequate protection, the Secured Parties are granted a post-petition replacement lien in the Debtor's post-petition property of the same kind which secured the indebtedness of the Secured Parties pre-petition, with such liens having the same validity, priority, and enforceability as the Secured Parties had against the same kind of such collateral as of the Petition Date. As further adequate protection, the Secured Parties are granted an allowed super-priority administrative expense claim pursuant to 11 U.S.C. Sections 503(b) and 507(a)(2) to the extent of any diminution in value of the Secured Parties' interest in prepetition collateral caused solely by the use of cash collateral pursuant to the terms of the Order, in the same order of priority of those Secured Parties that existed on the petition date. The Secured Parties' superpriority claim will have priority over all administrative expense claims and unsecured claims against the Debtor or its estate now existing or hereafter arising, of any kind or nature whatsoever. In addition to and notwithstanding the other provisions of the Order, First-Citizens claim of a valid security interest in the cash collateral is adequately protected as the result of the following: a. The Debtor will provide to First-Citizens a replacement lien on the postpetition collateral of First-Citizens to the same extent as existed prepetition; b. The Debtor will, at all times, maintain insurance covering the collateral of First-Citizens with First-Citizens listed as loss payee, and the Debtor will provide such proof of insurance to First-Citizens upon reasonable request; c. The Debtor will make periodic monthly payments in the amount of at least $8,900; c. The Debtor will provide to First-Citizens certain financials of the Debtor and the guarantors, including but not limited to, tax returns, financial statements, and other related documents, as may be reasonably requested by First-Citizens; d. The Debtor will produce to First-Citizens all leases and all rent rolls showing revenue available to the Debtor to make adequate protection and/or plan payments upon the reasonable request of First-Citizens; e. The Debtor will produce to First-Citizens all leases and all rent rolls showing revenue available to the Debtor to make adequate protection and/or plan payments upon the reasonable request of First-Citizens; f. The Debtor will produce to First-Citizens a report on or before the tenth day of each month beginning on April 10, 2024, showing the efforts taken by the Debtor, or on behalf of the Debtor, to acquire refinancing of the Loan; g. The Debtor will grant First-Citizens the right to inspect the collateral upon reasonable request of First-Citizens for appraisal, environmental, or other commercially reasonable reasons; h. As between the Debtor and First-Citizens, the order will serve as sufficient and conclusive evidence of the priority and validity of the security interest and liens, including replacement liens, of First-Citizens in the collateral herein described without the necessity of filing, recording, or serving any documents which may be otherwise required under federal or state law in any jurisdiction, or the taking of any action to validate or perfect the security interests and liens granted to First-Citizens. Provided however, that First-Citizens may, in its sole discretion, file such documents with respect to such security interest and liens, and that the Debtor is authorized and directed to execute, or cause to be executed, all such documents upon First-Citizens' reasonable request; i. In the event that authorization to use cash collateral terminates, adequate protection and all liens in favor of First-Citizens will continue in effect unless or until modified by the Court; and j. In the event that the Debtor is in material default under the Order, or a future order authorizing the use of cash collateral, First-Citizens is entitled to an expedited hearing. k. The Debtor will grant to First-Citizens a super-priority administrative claim to the extent the adequate protection provided proves inadequate. A further hearing on the matter is set for June 18, 2024 at 9:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=9ycObB from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $5,849 for April 2024; $5,849 for May 2024; and $5,849 for June 2024. About Haque Medical Properties, LLC Haque Medical Properties, LLC was created on February 17, 2021 in order to purchase a medical building located at 1380 Eastchester Dr., High Point, NC. Haque Medical is solely owned by Dr. Imran Haque. On February 2, 2021 the building was purchased and leases office space to Horizon Interna Medicine and Koher Medical. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. N.C. Case No. 24-10022) on January 17, 2024. In the petition signed by Imran Haque, member/manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. Dirk W. Siegmund, Esq., at Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP, represents the Debtor as legal counsel. HERITAGE 10 WEST: Case Summary & 10 Unsecured Creditors ------------------------------------------------------- Debtor: Heritage 10 West Tasman, LLC 10 W. Tasman Drive San Jose, CA 95134 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 5, 2024 Court: United States Bankruptcy Court Northern District of California Case No.: 24-50488 Debtor's Counsel: Julie H. Rome-Banks, Esq. BINDER MALTER HARRIS & ROME-BANKS LLP 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 E-mail: Julie@bindermalter.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by DH Daehyun Kang as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K54IO5I/Heritage_10_West_Tasman_LLC__canbke-24-50488__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 10 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Copia Lending LLC $21,830,284 2025 Pioneer Court San Mateo, CA 94403 Email: rob@tdainc.com 2. County of Santa Clara Real Estate Taxes $669,516 Office of the Assessor 130 W. Tasman Dr. San Jose, CA 95134 3. Santa Clara County Real Estate Taxes $669,516 Tax Collector 110 West Tasman San Jose, CA 95134 4. SFPUC Utilities $91,381 525 Golden Gate Avenue San Francisco, CA 94102 5. Jones Lang LaSalle Americas Trade Debt $54,000 Attn: Nicole Hom One Front St. #2100 San Francisco, CA 94111 6. City of San Jose Late Fees $39,274 PO Box 11023 San Jose, CA 95103 7. City of San Jose Trade Debt $17,394 PO Box 11023 San Jose, CA 95103 8. PG&E Trade Debt $2,889 PO Box 997300 Sacramento, CA 95899-7300 9. AT&T Trade Debt $465 PO Box 5205 Carol Stream, IL 60197-5025 10. Soulbrain CA, LLC Lawsuit $0 c/o Cooley LLP Matthew D. Caplan 3 Embarcadero Center, 20th Floor San Francisco, CA 94111 HIGH PLAINS RADIO: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------- High Plains Radio Network LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Wichita Falls Division, for authority to use cash collateral and provide adequate protection for the period from April 1 to 25, 2024. The Debtor requires the use of cash collateral to make payroll, and to fund critical needs and operations. The U.S. Small Business Administration appears to be the only relevant pre-petition lienholder with respect to cash collateral. The claims of the SBA is only approximately $65,000. HPRN commenced the Chapter 11 case primarily as a result of ongoing difficulties with various tower leases and challenges in a the rapidly evolving radio industry. The SBA appears to hold a first lien with respect to the accounts and cash collateral of HPRN by a UCC-1 filed on or about July 16, 2020. The approximate balance of the claim of the SBA is $65,000. The SBA will be adequately protected in the use of cash collateral by HPRN by the granting of replacement liens against the property of the estate coextensive with the prepetition lanes of SBA and with the super priority under Code section 361(2) as set forth in the proposed Interim Order. A copy of the motion is available at https://urlcurt.com/u?l=3V8x17 from PacerMonitor.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. HOME AND HOUSES: Cameron McCord Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 21 appointed Cameron McCord, Esq., at Jones & Walden, LLC, as Subchapter V trustee for Home and Houses Georgia, LLC. Ms. McCord 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. McCord declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Cameron McCord, Esq. Jones & Walden, LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Phone: (404) 564-9300 Fax: (404) 564-9301 Email: cmccord@joneswalden.com About Home and Houses Georgia Home and Houses Georgia, LLC, a company in Woodstock, Ga., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-53365) on April 1, 2024, with $1 million to $10 million in both assets and liabilities. Karen M. Miller, managing member, signed the petition. Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C. represents the Debtor as legal counsel. HURLBURT CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Hurlburt Construction, LLC 572 Canyon Point Rd. Las Cruces, NM 88011-0970 Chapter 11 Petition Date: April 5, 2024 Court: United States Bankruptcy Court District of New Mexico Case No.: 24-10348 Judge: Hon. Robert H. Jacobvitz Debtor's Counsel: Michael R. Nevarez, Esq. THE NEVAREZ LAW FIRM, PC 7362 Remcon Circle El Paso, TX 79912 Tel: (915) 225-2255 E-mail: MNevarez@LawOfficesMRN.com Total Assets: $723,954 Total Liabilities: $1,746,204 The petition was signed by Eric Dick as manager/member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZY7W3IQ/Hurlburt_Construction_LLC__nmbke-24-10348__0001.0.pdf?mcid=tGE4TAMA ICON AIRCRAFT: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: ICON Aircraft, Inc. 2141 ICON Way Vacaville, CA 95688 Business Description: The Debtors are an aircraft design and manufacturing company focused on the creation of consumer-friendly, safe, and technologically advanced aircrafts that make the adventure of flying more accessible to mainstream consumers. The Debtors' flagship production aircraft -- the ICON A5 -- is an amphibious sport plane. ICON Aircraft was founded in 2006 in response to the Federal Aviation Administration's ("FAA") establishment of the light-sport aircraft ("LSA") category and the sport pilot license ("SPL") class. As originally conceived, LSAs were small aircraft that were easier and cheaper to certify than traditional aircraft and that could be used for basic recreational purposes and flight training. Among other aircraft, the LSA category includes powered airplanes and gliders, powered parachutes, balloons, and airships. Chapter 11 Petition Date: April 4, 2024 Court: United States Bankruptcy Court District of Delaware Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- ICON Aircraft, Inc. (Lead Case) 24-10703 Rycon LLC 24-10704 IC Technologies Inc. 24-10705 ICON Flying Club, LLC 24-10706 Judge: Hon. Craig T. Goldblatt Debtors' Counsel: Sean M. Beach, Esq. Ashley E. Jacobs, Esq. Jared W. Kochenash, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: sbeach@ycst.com ajacobs@ycst.com jkochenash@ycst.com - and - Samuel A. Newman, Esq. SIDLEY AUSTIN LLP 350 S. Grand Avenue Los Angeles, CA 9007 Tel: (213) 896-6000 Fax: (213) 896-6600 Email: sam.newman@sidley.com - and - Charles Persons, Esq. Jeri Leigh Miller, Esq. 2021 McKinney Avenue, Suite 2000 Dallas, TX 75201 Tel: (214) 981-3300 Fax: (214) 981-3400 Email: cpersons@sidley.com jeri.miller@sidley.com - and - Nathan Elner, Esq. 787 Seventh Avenue New York, New York 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Email: nelner@sidley.com Debtors' Claims & Noticing Agent: STRETTO, INC. Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Thomas M. McCabe as chief restructuring officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2PVI33Y/ICON_Aircraft_Inc__debke-24-10703__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. East West Bank Notes $65,000,000 9300 Flair Drive, 6th Fl El Monte, CA 91731 Kate Chi Email: Kate.Chi@eastwestbank.com talk2us@eastwestbank.com 2. Co-Production International Inc. Trade $1,032,937 8716 Sherwood Terrace San Diego, CA 92154 Sandra Aguayo Email: sandra.aguayo@co-production.com 3. Marsh Insurance $300,000 PO Box 846112 Dallas, TX 75284-6112 Brian Anderson Email: fiduciaryservicerequest.US@marsh.com Michelle Anne Arguelles Michelle-Anne.Arguelles@marsh.com Tel: 902-429-2726 Fax: 902-429-2292 4. Toray Advanced Composites USA Inc. Trade $213,441 18410 Butterfield Boulevard Morgan Hill, CA 95037 Sheila Shepherd Tel: 949-426-2688 Tel: 408-776-0700 Fax: 212-972-4297 Email: ar.mh@tcac-usa.com 5. PW Fund B, LP Rent $190,945 C/O Buzz Oates Management Services, Inc. 555 Capitol Mall, Suite 900 Sacramento, CA 95814 Liz Ferneau Tel: 916-379-3804 Tel: 916-378-3800 Email: lizferneau@buzzoates.com Yvette Perry Email: YvettePerry@buzzoates.com 6. OTTO Engineering Inc. Trade $120,666 2 East Main Street Carpentersville, IL 60110 Steve Redlich Tel: 847-654-8294 Tel: 847-428-7171 Fax: 847-551-1343 Email: Steve.Redlich@ottoexcellence.com 7. Kodiak Research, Ltd Trade $115,260 Nassau International Airport P.O. Box SS 6758 Coral Harbour Road Nassau, Bahamas Irene Moree Tel: 242-362-2199 Email: im@kodiakbs.com 8. Mangrove Insurance Solutions, Insurance $100,000 PCC C/O Marsh Management Services 463 Mountain View Drive, Suite 301 Colchester, VT 05446 Nick Gale Tel: +44 162 463 0506 Email: Nick.Gale@marsh.com 9. Shenzhen ZTL Technology Co. Ltd Trade $82,059 14 Bldg., 3rd Industrial Park of Dawangshan Shajing St., Baoan Dist. Shenzhen, Guangdong 518104 Queena Ma Tel: +86 (0) 755 2350 1660 Tel: +86 136 6263 3076 Fax: 86-755-27225865 Email: queena@ztltech.com 10. AIRTECH Trade $78,005 5700 Skylab Road Huntington Beach, CA 92647 Francisca Hernandez Tel: 714-899-2401 Email: fhernandez@airtech.com Tel: 714-899-8100 Fax: 714-899-8179 Email: kvalenzuela@airtechintl.com 11. Fictiv Trade $72,595 168 Welsh Street San Francisco, CA 94107 Jeff Duncan Tel: 706-877-9779 Email: jeff.duncan@fictiv.com Tel: 415-580-2509 Email: ar@fictiv.com 12. Plex Accounting System Trade $70,000 900 Tower Dr. Suite 1500 Troy, MI48098 Diana Robbins Tel: 888-454-7539 Email: drobbins@plex.com 13. McCarter & English, LLP Professional Fees $64,759 Four Gateway Center, 100 Mulberry St Newark, NJ 07102 Andrea Wilhelme Tel: 973-622-4444 Tel: 302-984-6366 Fax: 973-624-7070 Email: aWilhelme@mccarter.com 14. Solano County Taxes $56,619 301 County Airport Road Vacaville, CA 95688 Tel: 707-784-6200 Tel: 707-784-6100/6140 Fax: 707-784-6665 Email: Cao-clerk@solanocounty.com clerk@solanocounty.com assesor@solanocounty.com 15. Duqueine Group Trade $52,467 442 Avenue Lavoisier Massieux, FR 1600 Melanie Renault Email: salesadmin@duqueine.fr Tel: +33(0)4 78 98 39 93 Jerome Aubry Tel: 33478983993 Email: jerome.aubry@duqueine.fr 16. Rockwell Automation Inc. Information $50,532 900 Tower Drive, Suite 1400 Technology Troy, MI 48098-2822 Ken Brewster Tel: 248-221-3214 Tel: 248-391-8001 Email: Ken.brewster@rockwellautomation.com Darren Walter Darren.walter@rockwellautomation.com 17. Global Technology Ventures, Inc. Trade $43,513 37408 Hills Tech Drive Farmington Hills, MI 48331 Susan L Willis Tel: 248-324-3707 Fax: 248-741-6122 Email: susan@gtvinc.com 18. Chubb Seguros Mexico, S.A. Insurance $40,271 Paseo de la Reforma 250 Torre Niza Pizo 7 Col Juarez Cuauhtemoc Ciudad, CMX 06600 Rory Gunter Tel: 213-358-2142 Email: Rory.gunter@marsh.com 19. DIAB Americas LP Trade $36,100 315 Seahawk Drive DeSoto, TX 75115 LaShirl Flowers Tel: +1 972 228-7644 Email: stephaniequesada@compassmade.com Vita Montoya Tel: 972-228-3500 Email: cs@us.diabgroup.com,vita.montoya@ us.diabgroup.com 20. Compass Components, Inc. Trade $35,580 2400 Atlantic Way SE Deming, NM 88030 Stephanie Quesada stephaniequesada@compassmade.com Tel: 575-546-0714 Ext. 115 Fax: 510-656-4682 Email: AR@compassmade.com 21. Garmin USA Inc. Trade $34,631 1200 East 151st Street Olathe, KS 66062 Diane Commodore Fax: 913-397-8282 Email: Diane.Commodore@garmin.com 22. The Flight Shop, Inc. Trade $33,848 1780 N. 2000 W. Hangar #21 Brigham City, UT 84302 Jodie McNeely Email: jodie@theflightshop.com Tel: 435-723-3469 Email: sales@theflightshop.com 23. Blue Shield of California Employee $33,147 PO Box 749415 Benefits Los Angeles, CA 90074-9415 Susy Spackman Tel: 408-828-3447 Fax: 916-350-8860 Email: Susy.spackman@blueshieldca.com Heather martinez Tel: 559-785-7121 Email: Heather.martinez@blueshieldca.com 24. CABLE CONNECTION Trade $29,729 1035 Mission Court Fremont, CA 94539 Jim Bush jbush@cable-connection.com Tel: 510-624 3965 Trish O'Leary Email: toleary@cable-connection.com Tel: (510) 624-391 25. XOMETRY, INC. Trade $27,378 7951 CESSNA AVE GAITHERSBURG, MD 20879 Kirstin Stratton Tel: 859-217-4086 Email: kstratton@xometry.com Tel: 240-252-1138 Email: support@xometry.com 26. Quarlink Corp. Trade $26,452 7657 Winnetka St. Suite 162 Winnetka, CA 91306 Michel Yate Email: yatesma@msn.com Tel: 818-645-4578 Tel: 818-660-1161 Email: yatesma@msn.com 27. TW Telecom Information $26,333 PO Box 910182 Technology Denver, CO 80291-0182 Michael D. Levy Tel: 925-588-9501 Tel: 877-253-8353 Tel: 877-453-8353 Email: Michael.levy@lumen.com billing@lumen.com 28. Beringer Aero USA Trade $22,927 Aope-Champ Eymi Tallard, FR F-05130 Trevor Burnette Tel: 864-214-4274 Email: trevor@beringer-aero.us Tel: +33 492 201 619 Email: sales@beringer-aero.com 29. HISCO Equipment & $22,880 468 Vista Way Software Milpitas, CA 95035 Sandra Leal Tel: +52 1 664-623-6893 Email: sleal@hiscoinc.com Tel: 408-941-7800 Email: lelias@hiscoinc.com 30. PG&E Utilities $20,701 Box 997300 Sacramento, CA 95899-7300 Christine DeSanze Tel: 1-800-468-4743 Email: Christine.DeSanze@pge.com INDUSTRIAL AUTHORITY: Unsecureds to Get Share of Liquidating Trust ------------------------------------------------------------------ The Industrial Authority of Mayfield-Graves County filed with the U.S. Bankruptcy Court for the Western District of Kentucky a Disclosure Statement for Plan of Reorganization dated April 1, 2024. The Debtor is a local nonprofit industrial development authority established under KRS §154.50-301 to §154.50-346, the Local Industrial Development Authority Act ("IDA Act"). The primary function of the Debtor is to foster economic development by acquiring land for the benefit of industrial and manufacturing entities. These businesses lease the acquired land from the Debtor and the business constructs and equips a facility on the land for the business's benefit and at its own expense. Debtor, as fee owner of the land, can pass on to the business as a lessee savings such as annual property taxes and sales taxes. In 2018, Gencanna Global USA, Inc. entered into the lease/purchase arrangement with Debtor for the development of a 100,000 square foot hemp facility on a 34.379-acre tract of land located at 3155 State Route 45 North, Mayfield, Graves County, Kentucky (the "Gencanna Site"). GenCanna engaged Pinnacle, Inc. for the design and construction of the facility. The construction of the facility was never completed. The Debtor was therefore unable to position itself to convey clear title to the Gencanna Site without first seeking relief from the Bankruptcy Court to pursue a free and clear asset sale under Bankruptcy Code § 363(b) and (f). With fees continuing to mount in the State Court Litigation and no ability to dispose of the Gencanna Site efficiently, Debtor filed its chapter 11 petition on September 4, 2023 in an effort to resolve the competing claims to Debtor's assets. On December 14, 2023, Debtor entered into a Stalking Horse Purchase and Sale Agreement with Grace Commercial Park, LLC for $1,607,685.00 (the "Bid Price"). The deadline for submitting Qualified Bids to Debtor was January 24, 2024. Only Pinnacle's credit bid was submitted. An auction was conducted between Grace Commercial Park and Pinnacle on January 31, 2024. Pinnacle was the successful bidder with a credit bid of $3.7 million. Pursuant to the motion filed by Pinnacle and subsequent order of the Court, all mechanic lien claimants retained their pro rata rights to distribution by either electing to become a member of a new limited liability holding company formed by Pinnacle with membership interest proportional to its lien or by accepting payment in cash proportional to the amount of its lien in proportion to all other lien claimants. The closing of the transaction with Pinnacle took place on March 1, 2024, and the Estate did not receive any net proceeds from the sale after payment of closing costs, the break-up fee to Grace Commercial Park, LLC, and the broker's commission. Class 3 consists of Allowed Unsecured Non-Priority Claims. Each holder of a Class 3 Claim shall receive a one-time cash payment equal to the holder's Pro Rata share of the funds available for distribution among holders of Class 3 Claims from the IAMGC Liquidating Trust. This Class is impaired. Upon entry of the Confirmation Order, Debtor will continue to operate its business and manage all assets not contributed to the Liquidating Trust and in the Plan. The Debtor's continued operations will involve collection and application of PILOT payments from its co-obligors and/or lessees and sublessees to meet its ongoing operating expenses and direct payments to holders of Claims in Classes 2A, 2B, 2C, and 2D by the respective non-Debtor co-obligor(s). The Debtor anticipates that the Allowed Fee Claims payable to Debtor's counsel will be paid by GCED on Debtor's behalf pursuant to GCED's third-party payor agreements with Kaplan Johnson Abate & Bird LLP and Epstein Becker & Green, P.C. All other distributions required under the Plan will payable and paid through the Liquidating Trust. A full-text copy of the Disclosure Statement dated April 1, 2024 is available at https://urlcurt.com/u?l=MKsbtS from PacerMonitor.com at no charge. Counsel for the Debtor: Charity S. Bird, Esq. Tyler R. Yeager, Esq. KAPLAN JOHNSON ABATE & BIRD LLP 710 West Main Street, Fourth Floor Louisville, KY 40202 Tel: (502) 540-8285 Fax: (502) 540-8282 Email: cbird@kaplanjohnsonlaw.com - and - Ryan K. Cochran, Esq. Kendria Lewis, Esq. EPSTEIN BECKER & GREEN, P.C. 1222 Demonbreun Street, Suite 1400 Nashville, TN 37203 Tel: (615) 564-6060 Fax: (615) 691-7715 Email: rcochran@ebglaw.com Email: klewis@kaplanjohnsonlaw.com About The Industrial Authority of Mayfield-Graves County The Industrial Authority of Mayfield-Graves County filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-50409) on Sep. 4, 2023. The petition was signed by Darvin D. Towery as chairman. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. Charity S. Bird, Esq., at KAPLAN JOHNSON ABATE & BIRD LLP, represents the Debtor as counsel. INGLES MARKETS: S&P Affirms 'BB+' Rating on Senior Unsecured Notes ------------------------------------------------------------------ S&P Global Ratings revised its emergence EBITDA assumption for Ingles Markets Inc. within its recovery analysis. In its hypothetical default scenario, S&P believes the company would encumber a significant portion of its owned real estate on the path to default. While on the path to default, S&P would also expect the company's store base to meaningfully contract. This, along with a heightened competitive landscape, would lead to lower expected emergence EBITDA generation in a hypothetical post-default scenario and subsequently less value available to the company's debt holders. As a result of S&P's revised assumptions, the rounded estimate on the senior unsecured debt has declined to 55% from 65%. The recovery expectation revision has no impact on the 'BB+' issue-level ratings or the '3' recovery ratings on the revolving credit facility (RCF) and senior unsecured notes, which S&P affirmed. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- In a hypothetical default scenario, S&P would expect Ingles' S&P Global Ratings-adjusted EBITDA to decline significantly from recent results ($416 million in 2023) due to increased competition from traditional and nontraditional grocers, as well as sustained price competition, resulting in sharply lower sales and margins. -- S&P's recovery analysis assumes that Ingles' RCF and unsecured notes would rank pari passu with other unsecured creditor claims in a hypothetical bankruptcy scenario yet behind the company's secured debt. S&P would expect recovery prospects to be reduced by the company's secured claims, which are comprised of recovery-zone bonds ($54 million) and equipment and real estate backed notes ($146 million). -- S&P believes the company would emerge from a hypothetical bankruptcy as a going concern, and it applies a 5x multiple, in line with peer multiples. -- In addition, S&P assumes Ingles would add priority secured debt to the capital structure on the path to default, secured by its substantial real estate ownership. Simulated default assumptions: -- Simulated year of default: 2029 -- Emergence EBITDA: $114 million -- EBITDA multiple: 5x Simplified waterfall: -- Gross recovery value: $570 million -- Net recovery value after administrative expenses (5%): $542 million -- Estimated secured debt claims: $269 million -- Remaining value to unsecured claims: $273 million -- Estimated unsecured debt and other claims: $479 million --Recovery range for unsecured debt: 50%-70% (rounded estimate: 55%) INNOVATIVE MAINTENANCE: Richard Maxwell Named Subchapter V Trustee ------------------------------------------------------------------ The Acting U.S. Trustee for Region 4 appointed Richard Maxwell of Woods Rogers Vandeventer Black, PLC as Subchapter V trustee for Innovative Maintenance Services, LLC. Mr. Maxwell will charge $450 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Maxwell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Richard C. Maxwell Woods Rogers Vandeventer Black PLC 10 S. Jefferson Street, Suite 1800 Roanoke, Virginia 24011 Telephone: (540) 983-7628 Email: Rich.Maxwell@wrvblaw.com About Innovative Maintenance Innovative Maintenance Services, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Va. Case No. 24-60317) on March 27, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C. represents the Debtor as legal counsel. INSOURCE SUPPLIES: Case Summary & 14 Unsecured Creditors -------------------------------------------------------- Debtor: Insource Supplies LLC 200 East 79th Street, No. 9B New York, NY 10075 Business Description: The Debtor is a medical supply company operating mainly in the secondary market. The Company was first oganized in 2020 and was able to immediately capitalize on the demand for personal protective equipment (ie. gloves and masks) asising out of the Covid-19 pandemic. Chapter 11 Petition Date: April 2, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10571 Judge: Hon. Judge John P. Mastando III Debtor's Counsel: Kevin Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave New York, NY 10017-5690 Email: knash@gwfglaw.com Total Assets as of March 26, 2024: $513,566 Total Liabilities as of March 26, 2024: $2,176,575 The petition was signed by Eli Bensoussan as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BKF5J5Q/Insource_Supplies_LLC__nysbke-24-10571__0001.0.pdf?mcid=tGE4TAMA J. MICHAEL SMITH: Unsecureds to Split $230K over 5 Years -------------------------------------------------------- J. Michael Smith Construction, LLC filed with the U.S. Bankruptcy Court for the Southern District of Georgia a Plan of Reorganization under Subchapter V dated March 28, 2024. The Debtor is a Georgia limited liability company formed on or about December 23, 2020, as Jeffcoat Construction, LLC. On or about December 20, 2021, the Debtor changed its name to J. Michael Smith Construction, LLC. The Debtor currently operates as a site development contractor specializing in underground utility installation in the greater Savannah area and also performs grading and concrete flatwork. Prior to the formation of the Debtor, Smith was involved in site development specializing in grading, paving, concrete, and underground utility installation. The Debtor was formed in order for Smith to operate his own site development contractor in the greater Savannah Area. In an attempt to resolve outstanding lien and liquidity issues, the Debtor borrowed funds from third parties, including Beacon, to pay off liens or threatened liens and to provide for operating liquidity. Due to defaults on equipment payments, secured creditors began repossession of collateral. The repossession and threatened repossession of collateral resulted in the filing of this case to protect equipment necessary for the operation of the business. Since filing this case, the Debtor has begun operation as a general contractor and has been able to obtain contracts for its services which will provide revenue for reorganization, has cured lease payments, surrendered unnecessary equipment, and, with the breathing room provided by the bankruptcy, is in a position to reorganize its affairs. This Plan deals with all property of the Debtor and provides for treatment of all Claims against the Debtor and their property. Class 6 shall consist of the General Unsecured Claims. The allowed unsecured claims total $1,082,520.54. The Debtor shall pay Holders of Allowed General Unsecured Claims an amount equal to their pro rata share of $230,000.00, without interest ("Unsecured Payment Amount"). The Unsecured Payment Amount equals the Debtor's projected disposable income after payment of expenditures necessary for the continuation, preservation, or operation of the business of the Debtor and payments required under this Plan. The Unsecured Payment Amount shall be paid in 5 annual disbursements ("Annual Disbursements"). Upon payment of each of the Annual Disbursements, the Holders of the Allowed General Unsecured Claims shall have been paid their full amount of their pro-rata portion of the Unsecured Payment Amount. There shall be no pre-payment penalty. The Claims of the Creditors of Class 6 are Impaired by the Plan and the Holders of Allowed General Unsecured Claims are entitled to vote. The source of funds for the payments pursuant to the Plan is the continued operation of the Business. A full-text copy of the Plan of Reorganization dated March 28, 2024 is available at https://urlcurt.com/u?l=xqsMwt from PacerMonitor.com at no charge. Attorneys for the Debtor: Jon A. Levis, Esq. LEVIS LAW FIRM, LLC Post Office Box 129 Swainsboro, GA 30401 Telephone: (478) 237-7029 Email: levis@merrillstone.com About J. Michael Smith Construction J. Michael Smith Construction, LLC operates as a site development contractor specializing in underground utility installation in the greater Savannah area and also performs grading and concrete flatwork. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No. 24-40005) on Jan. 2, 2024, listing up to $50,000 in assets and up to $100,000 in liabilities. Judge Edward J. Coleman III oversees the case. The Debtor tapped Jon A. Levis, Esq., at the Levis Law Firm, LLC, as counsel and Stacie W. Avery, Certified Public Accountant as accountant. JTRE NOMAD: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: JTRE Nomad 8 W 28th LLC 362 Fifth Avenue, 12th Floor New York, NY 10016 Involuntary Chapter 11 Petition Date: April 5, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10586 Judge: Hon. Philip Bentley Petitioners' Counsel: Barry D. Haberman, Esq. 254 South Main Street, #404 New City, New York 10956 Tel: 845-638-4294 Email: bdhlaw@aol.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LRTITAQ/JTRE_Nomad_8_W_28th_LLC__nysbke-24-10586__0001.0.pdf?mcid=tGE4TAMA Alleged creditor who signed the petition: Petitioner Nature of Claim Claim Amount Abeco Construction LLC Construction $148,509 plus 6701 Bav Parkway , 3rd Floor Services interest Brooklyn, NY 11204 KAISER ALUMINUM: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Kaiser Aluminum Corporation's Long-Term Issuer Default Rating (IDR) at 'BB-'. Fitch has also affirmed Kaiser's asset-based loan (ABL) at 'BB+'/'RR1' and unsecured notes at 'BB-'/'RR4'. The Rating Outlook is Stable. Kaiser's ratings reflect its solid market positions, low exposure to commodity price cycles, focus on products with demanding applications, and high barriers to entry. The Stable Outlook reflects Fitch's expectations for EBITDA leverage to trend to around 4.0x-4.5x over the medium term. KEY RATING DRIVERS Leverage Remains Elevated: Fitch expects Kaiser's EBITDA leverage to remain flat in 2024 compared to 2023 at approximately 4.8x, and decline to around 4.2x in 2025 before trending below 4.0x in 2026. The combination of unfavorable customer destocking trends for general engineering long products and coated food products and the timing of commercial actions to mitigate inflation may lead to an unfavorable first half in 2024. Volume recovery after prolonged destocking and cost reduction measures should improve margins over time. Kaiser seeks to maintain conservative financial leverage and targets of 2.0x-2.5x net debt to EBITDA. Recovering Profitability: Fitch expects Kaiser's EBITDA margins to improve to around 7.5% in 2025 from trough levels of around 4.0% in 2022. Additionally, Fitch expects FCF generation to be positive in 2025 following the completion of major investments, higher shipments and improved profitability. Margins should improve as a result of strengthening in most end markets, improved pricing and product mix, and stabilized operations following supply chain disruptions at Kaiser Warrick. Kaiser expects up to 2.0% in additional margin from optimal recycled scrap aluminum input at Kaiser Warrick since its supply contract with Alcoa Corp expired. Improving Aerospace/Auto Demand: Kaiser has high exposure to the cyclical aerospace, industrial and automotive industries, which could result in top-line volatility driven by economic cycles and price and demand fluctuations. Recovery in commercial aerospace has accelerated through 2023, with 4Q23 conversion revenue up approximately 50% over the prior year and above Kaiser's pre-pandemic-2019 levels. Fitch expects auto demand to be supported by improved supply chains and pent-up consumer demand. Fitch assumes demand for general engineering and industrial applications will be relatively flat in 2024, driven by destocking trends beginning in 4Q22 for extruded rod and bar products. Longer term, Fitch believes the aerospace, industrial and automotive industries show significant growth opportunities driven by increasing aluminum content from generally increasing global travel demand, reshoring of semiconductor manufacturing and the lightweighting of vehicles. Packaging Reduces Cyclical Demand Exposure: Fitch views growing exposure to the stable, non-cyclical packaging end market, acquired through Kaiser's Warrick casting and rolling mill in 2021, will generally reduce volume volatility through business cycles. Warrick is one of four aluminum rolling mills exclusively serving the North American can sheet market. Kaiser's strategy is to capture growing market demand, with its planned expansion of roll coat capacity, which is expected to convert around 25% of production to higher-margin coated products. Fitch believes solid U.S. aluminum supply/demand fundamentals, high demand for metal beverage and food cans and the increased sustainability awareness of aluminum compared to other materials support long-term growth. Kaiser's high proportion of contracted shipments and its price pass-through business model protects margins from aluminum price volatility. Capex Expectations Manageable: Kaiser plans to restart capacity expansion investments at its Trentwood facility beginning in 2024, initially postponed due to the pandemic. Fitch believes Kaiser's capex timing for the Trentwood project is flexible, and will be timed in line with increasing demand from aerospace and high strength applications, with initial investments of $10 million in 2024 and $15 million in 2025. Kaiser's remaining investment in the new roll coat line at its Warrick facility is estimated at $100 million, and the project is expected to be completed by YE 2024. Fitch expects additional growth investments to run about $25 million per year and total capex will be supported by a combination of cash on hand and internally generated cash. Solid Business Model: Kaiser's focus on products with demanding applications and high barriers to entry tends to command a premium and differentiates its product offerings from competitors. Kaiser's EBITDA margins tend to fluctuate much less than aluminum prices as a result of the company's ability to pass through metal prices on to customers and its use of hedging to mitigate most of the remaining price risk. Kaiser's aluminum cost pass-through mechanisms are embedded in most of its contracts but tend to have more of a lag during periods of sharp fluctuations in aluminum and alloy prices. DERIVATION SUMMARY Kaiser is smaller and has weaker profitability compared with leading global rolled-aluminum sheet producer, Arsenal AIC Parent LLC (BB-/Stable) and pure play metal coatings company, AZZ Inc. (BB-/Stable). Kaiser has similar end market diversification compared with Arsenal, but Kaiser is less geographically diversified. Kaiser is smaller in through-the-cycle EBITDA and is higher leveraged than Arsenal and AZZ, both of which have a higher exposure to construction. Kaiser's products are further downstream less concentrated in aerospace than those of specialty metals producer, Carpenter Technology Corporation (BB/Positive). Carpenter is slightly larger, more profitable and has a stronger financial profile than Kaiser. KEY ASSUMPTIONS - Fitch commodity price deck for aluminum (LME spot) of $2,300/tonne (t) in 2024, $2,400/t in 2025, $2,300/t in 2026-2027; - Overall volumes to remain flat in 2024; - Total shipments recover 3-5% on average from 2025-2027, led by demand recovery in aerospace, packaging and general engineering applications; - New coating line reaches first production in 1Q25 and continues ramping up for full production in 2026; - Capex of around $170 million-$190 million in 2024 trending toward around $100 million per year on average thereafter; - Dividends remain at current level; - No acquisitions and no share repurchases through 2027. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - EBITDA leverage sustained below 3.5x; - EBITDA margins sustained above 10%, reflective of improved market conditions; - Increase in size and scale. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - EBITDA leverage sustained above 4.5x; - EBITDA margins expected to be sustained below 8%. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Dec. 31, 2023, cash and cash equivalents were $82.4 million and availability under its $575 million ABL credit facility due 2027 was approximately $517 million, $27 million was utilized for LOCs and the company had no outstanding borrowings. Fitch believes Kaiser may potentially draw further on its revolver in 2024 to support working capital needs. The ABL is subject to a borrowing base of $575 million at Dec. 31, 2023 and a 1.0x fixed-charge coverage covenant if excess availability is less than the greater of (i) 10% of the line cap with a minimum of $575 million and borrowing base and (ii) $46 million. The ABL is subject to a pricing grid of SOFR+135bps-160bps depending on whether average excess availability is greater than or equal to 40% of the maximum revolver amount. ISSUER PROFILE Kaiser Aluminum Corporation manufactures and sells semi-fabricated specialty aluminum mill products for the following end market applications: aerospace and high strength; packaging; automotive; general engineering; and other industrial applications. 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 ----------- ------ -------- ----- Kaiser Aluminum Corporation LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- senior secured LT BB+ Affirmed RR1 BB+ KITTYDOG INC: Unsecureds to Split $76K in Consensual Plan --------------------------------------------------------- Kittydog Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated April 1, 2024. The Debtor is a corporation with its principal place of business located at 601 Sycamore Street, Unit 6106, Kissimmee, Florida, 34747. The Debtor is an affiliate of THE FARM, LLC d/b/a CURATED AMERICAN GETAWAYS, LLC ("The Farm"), which filed a separate case under Chapter 11. The Debtor and The Farm offer high-end, luxury vacation homes and venues for short-term rental at locations across the United States. The Debtor has one Managing Member, Jacob Martin. The Debtor is an affiliate of The Farm, and all of the Debtor's management and finance flows through The Farm. The Debtor's projected Disposable Income over the life of the Plan is $75,191. Class 1 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $76,000.00. Payments will be made in equal quarterly payments of $6,333.33. Payments shall commence on the fifteenth day of the month, on the first month that begins more than ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of Class 1 claims shall be paid directly by the Debtor. * Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of its projected Disposable Income, $76,900. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on the fifteenth day of the month, on the first month that is one year after the Effective Date and shall continue annually for two additional years. The initial estimated annual payment shall be $6,838.00. Holders of Class 1 claims shall be paid directly by the Debtor. Class 2 consists of any and all equity interests and warrants currently issued or authorized in the Debtor. This Class is Unimpaired. Holders of a Class 2 interests shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Plan of Reorganization dated April 1, 2024 is available at https://urlcurt.com/u?l=w81Puj from PacerMonitor.com at no charge. Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-494-6834 E-mail: jeff@bransonlaw.com About Kittydog Inc. Kittydog Inc. offers travel arrangement and reservation services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00523) on February 2, 2024, with $0 in assets and $1,045,446 in liabilities. Jacob Martin, president, signed the petition. Judge Tiffany P. Geyer presides over the case. Jeffrey S. Ainsworth, Esq. at BRANSONLAW, PLLC represents the Debtor as legal counsel. KNOTTY NUFF: Court OKs Deal on Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, authorized Knotty Nuff Wood, Inc. to use cash collateral, on an interim basis, in accordance with its agreement with the U.S. Small Business Administration, through April 24, 2024. As previously reported by the Troubled Company Reporter, pre-petition, on July 12, 2020. the Debtor executed a US Small Business Administration Note, pursuant to which the Debtor obtained a COVID Economic Injury Disaster Loan in the amount of $89,000. The terms of the Note require the Debtor to pay principal and interest payments of $434 every month beginning on July 12, 2021 and continuing over the 30 year term of the Loan. The Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. As adequate protection, retroactive to the Petition Date, the SBA will receive a replacement lien(s) that is deemed valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of the Petition Date, on all post-petition revenues of the Debtor to the same extent, priority and validity that its lien attached to the Collateral, including cash collateral. The Debtor will continue to remit adequate protection payments to the SBA in the amounts and terms as set forth in the applicable Loan documents and continuing until further order of the Court regarding interim and/or final use of cash collateral, or the entry of an order confirming the Debtor's plan of reorganization, whichever occurs first. The SBA will be entitled to a super-priority claim over the life of the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections 503(b) and 507(b), which claim will be limited to any diminution in the value of the SBA's collateral, as a result of the Debtor's use of cash collateral on a post-petition basis. A copy of the order is available at https://urlcurt.com/u?l=5Ta2dJ from PacerMonitor.com. About Knotty Nuff Wood Knotty Nuff Wood, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12759) on December 29, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Ryan Aguire, chief executive officer, signed the petition. Judge Theodor Albert oversees the case. Misty Perry Isaacson, Esq., at Pagler and Perry Isaacson represents the Debtor as legal counsel. KOHL'S CORP: Fitch Lowers IDR to 'BB+', Outlook Stable ------------------------------------------------------ Fitch Ratings has downgraded Kohl's Corporation's Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BBB-'. Fitch has also downgraded Kohl's asset-based loan (ABL) to 'BBB-'/'RR1' from 'BBB' and Kohl's unsecured notes to 'BB+'/'RR4' from 'BBB-'. The Rating Outlook is Stable. The downgrade reflects the diminished likelihood that Kohl's can effectively execute an operating strategy to profitably defend share in the secularly challenged department store space, in Fitch's view. Fitch sees flattish revenue and EBITDA in the medium term as Kohl's best-case scenario, as efforts to expand revenue in nascent categories like beauty and gifting will likely be mitigated by ongoing weakness in apparel, while margin initiatives could be thwarted by the need for ongoing business investment. Kohl's ratings continue to reflect its reasonable position in the challenging department store sector, its good asset base, including good physical infrastructure, and its cash flow generation to support business investment. The rating incorporates Fitch's assessment that revenue and EBITDA could trend around $17 billion and $1.2 billion, respectively, yielding EBITDAR leverage sustained in the low 3x range. KEY RATING DRIVERS Operating Challenges: Despite some structural advantages relative to peers, including its off-mall real estate positioning, Kohl's results have been disappointing, with 2023 revenue and EBITDA of approximately $17.5 billion and $1.3 billion, respectively. This is well below the respective pre-pandemic 2019 levels of $20.0 billion and $2.0 billion. Results in 2024 could modestly decline further given the loss of a 53rd week, increased expenses and credit income pressure from recent late fee rule changes. Kohl's 'other' revenue in 2023, which Fitch expects is largely credit card revenue, was $900 million and the late fee changes could reduce revenue by a few hundred million dollars. The company is working on several efforts, including a new co-brand card, which could mitigate the ultimate impact on results. Kohl's weak operating trajectory and evolving strategies to stabilize performance highlight the difficult task of executing effectively to stabilize operations in the department store space. Fitch historically viewed Kohl's as able to navigate industry challenges and defend or even gain share over time. The company has a reasonable store base with limited indoor mall exposure, good omnichannel capabilities, and cash flow generation to materially invest in topline strategies and productive relationships with merchandise vendors and key partners. Key partners include Amazon.com, Inc., beauty retailer Sephora (owned by LVMH Moët Hennessy Louis Vuitton) and newly announced baby gear partner Babies"R"Us. Given the company's recent performance, Fitch believes the company's ability to reverse operating trends has diminished, and now expects Kohl's revenue and EBITDA could be flattish over the medium term, versus prior expectations of modest growth. Challenged Department Store Segment: Department stores will continue to face longer-term secular headwinds, including time spent in malls (less impactful to Kohl's given its off-mall positioning), apparel buying behavior and encroaching competition from newer channels, including value-oriented and online players. Fitch expects financially and operationally stronger players to at least maintain share and modestly grow revenue in a difficult space. However, this depends on their ability to effectively build and sustain strategies to differentiate themselves from peers and maintain customer loyalty. Stronger competitors' ability to stabilize share is further supported by some competitive fallout during the pandemic and relative inability of weaker players to invest in initiatives to reverse weak trajectories. Kohl's has the structural tools to support market share stabilization but has not demonstrated an ability to harness its advantages in recent years. Business Model Evolution: Kohl's has outlined a strategy to grow low single digit revenue growth through the Sephora rollout (targeting over $2 billion in revenue), investments in digital/omnichannel, new brand introductions and loyalty program enhancements. CEO, Tom Kingsbury, appointed in 2023, has added a focus on category expansions like gifting and impulse purchases and tighter inventory purchasing to drive increased merchandise newness and freshness. The company also set a long-term target of attaining a 7% to 8% operating margin through inventory and expense management, pricing optimization and supply chain efficiencies. This is in line with 2016-2018 performance (mid-5% in 2019), albeit well above the 4.1% (per management calculation) recorded in 2023. While some of Kohl's strategies have driven positive results, the company's overall performance suggests these initiatives may at best mitigate ongoing headwinds. For example, the company indicated that Sephora is currently a $1.4 billion business since its 2021 launch, although overall corporate revenue is down around $2 billion from that time. Fitch's projections of flattish revenue and EBITDA in the medium term embed expectations that new brand and category extensions could drive incremental sales albeit be offset by declines elsewhere in the merchandise mix. Leverage Around 3.4x: Kohl's 2023 EBITDAR leverage was approximately 3.4x, meaningfully above the low-2.0x range reported from 2018 through 2021 (excluding pandemic-affected 2020) given EBITDA challenges. The company is committed to maintaining Fitch-defined EBITDAR leverage at or below mid-2x and repaid $275 million of unsecured notes maturities in 2023 using cash on hand, leaving approximately $1.65 billion of debt outstanding at the end of 2023. The company has approximately $466 million of unsecured notes maturing in 2025 which could provide further deleveraging opportunities. However, given Fitch's EBITDA assumptions, Kohl's leverage could trend near 2023 levels in the medium term. Good Cash Flow Generation: Kohl's strong cash generation is an asset, allowing the company the flexibility to invest in topline initiatives while managing balance sheet goals and shareholder returns. Fitch expects FCF after dividends around $300 million beginning 2024 assuming neutral working capital and capex in the $500 million range, around $75 million below 2023. The company ended 2023 with $183 million in cash and access to a $1.5 billion asset based loan (ABL) due July 2028. DERIVATION SUMMARY Fitch's rated U.S. department store coverage includes national competitors Macy's Inc. (BBB-/Stable), Kohl's Corp (BB+/Stable), Nordstrom, Inc. (BB/Stable), and regional player Dillard's Inc. (BBB-/Stable). Each of these players contend with secular headwinds affecting the department store industry and are continuously refining strategies to defend market share. Initiatives include investments in omnichannel models, portfolio reshaping to reduce exposure to weaker indoor malls, and efforts to strengthen merchandise assortments and service levels. These initiatives have had varying levels of success in recent years, with Dillard's showing the best operating trajectory albeit with the most upside potential given its long history of relative underperformance. Nordstrom and Kohl's have produced the weakest results across topline and profitability while Macy's results have been somewhat mixed, with topline declines mitigated by good inventory and expense management which have limited EBITDA contraction. Structurally, the three national players should be best positioned to accelerate investment and transformation efforts given greater relative scale and cash flow generation. In particular, Kohl's should benefit from its off-mall real estate positioning, while Nordstrom should benefit from its exposure to the off-price segment and the higher-end merchanded positioning of its full price locations. However, neither has demonstrated an ability to capitalize on what should be fundamental advantages, which Fitch expects is likely due to execution challenges. Prior to the pandemic, the three national players operated with EBITDAR leverage below 3.5x (closer to mid-2x for Kohl's) to support investment-grade ratings. Current ratings embed expectations of Macy's, Kohl's, and Nordstrom operating with leverage under 3.0x, 3.5x, and 4.0x, respectively. Dillard's EBITDAR leverage is projected around 1x, modestly below pre-pandemic levels closer to 1.5x. From a rating perspective, the company's low leverage is balanced by the company's relatively smaller scale and regional positioning compared with peers. KEY ASSUMPTIONS - Fitch projects Kohl's 2024 revenue could decline modestly toward $17 billion from $17.5 billion in 2023 and well below the $20 billion recorded in pre-pandemic 2019. Declines in 2024 are forecast to be driven by declines in credit income following regulatory changes, and the loss of a 53rd week from 2023. Revenue could remain around $17 billion in the medium term, as growth in some newer categories like beauty is offset by ongoing declines in Kohl's base business. Fitch projects Kohl's comparable store sales to remain flattish through the medium term; - EBITDA, which was approximately $1.3 billion in 2023 relative to $2 billion in pre-pandemic 2019, could moderate to the $1.2 billion range in 2024 given modest revenue declines and some topline investments. EBITDA could remain rangebound thereafter given flattish sales, with margins trending in the mid- to high-6% range relative to approximately 7.3% in 2023 and around 10% in 2019; - Annual FCF (after dividends) is projected to trend in the $250 million to $300 million range in the medium term given Fitch's EBITDA assumptions, neutral working capital, approximately $500 million of annual capex and annual dividends in the low-$200 million range. This compares with around $300 million in FCF in 2019, which benefitted from higher EBITDA of around $2.0 billion. However, this is mitigated by higher capex (by around $350 million) and dividends (by around $200 million) that year. FCF could be directed toward share buybacks or additional business reinvestment. FCF could also be used to reduce Kohl's outstanding ABL balance ($92 million at the end of 2023) or partially pay down around $470 million of unsecured notes due 2025; - EBITDAR leverage, which was 3.4x in 2023 compared with the low-2x between 2018 and 2021 (excluding pandemic-affected 2020) on lower EBITDA, could sustain below 3.5x over the medium term assuming a modest EBITDA decline from 2023 levels and some FCF deployment toward debt reduction. - Kohl's capital structure primarily consists of unsecured debt with a fixed interest rate structure. Pricing for the company's ABL is based on SOFR, whose rates are forecast in the 4%-5% range over the medium term, given the higher interest rate environment. RECOVERY ANALYSIS Fitch does not employ a waterfall recovery analysis for issuers assigned ratings in the 'BB' category. The further up the speculative grade continuum a rating moves, the more compressed the notching between the specific classes of issuances becomes. Fitch rates Kohl's ABL 'BBB-'/'RR1', notched up one rating from the IDR given its security package. Kohl's unsecured notes are rated 'BB+'/'RR4'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - An upgrade would result from stronger-than-expected operating momentum, including sustained topline and EBITDA growth which, in conjunction with financial policy decisions, would yield EBITDAR leverage sustained below 3.0x. An upgrade could also result from a combination of better than expected EBITDA performance and debt reduction such that EBITDAR leverage trended below 3.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A downgrade could result from EBITDAR leverage sustained above 3.5x, the result of either weaker-than-expected operating performance or financial policy decisions. LIQUIDITY AND DEBT STRUCTURE Kohl's ended 2023 with a cash balance of $183 million and $92 million borrowed on its $1.5 billion ABL credit facility maturing January 2028. In January 2023, the company entered into its new ABL, which replaced Kohl's $1 billion senior unsecured revolving credit facility maturing October 2026. The ABL is governed by a borrowing base of inventory and receivables. As of Feb. 3, 2024, Kohl's debt included $1.6 billion of unsecured notes, along with the $92 million in borrowings on its ABL facility. Kohl's next maturities are in May and July of 2025, when approximately $100 million and $350 million, respectively, of unsecured notes come due. ISSUER PROFILE Kohl's is the second largest department store operator in the U.S. with approximately $17 billion in revenue across its digital presence and around 1,170 stores, largely in off-mall centers. SUMMARY OF FINANCIAL ADJUSTMENTS Financial statement adjustments that depart materially from those contained in the published financial statements of the relevant rated entity or obligor are disclosed below. - EBITDA adjusted for stock-based compensation; - Operating lease expense capitalized by 8x for historical and projected adjusted debt. 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 ----------- ------ -------- ----- Kohl's Corporation LT IDR BB+ Downgrade BBB- senior unsecured LT BB+ Downgrade RR4 BBB- senior secured LT BBB- Downgrade RR1 BBB KPM INVESTMENT: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- KPM Investment O, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral and provide adequate protection. In December 2016, the Debtor's properties were in disrepair, but through prior bankruptcy filings, they were renovated and upgraded, and secured and unsecured creditors were paid in full. In May 2021, the Debtor refinanced the properties, generating substantial cash flow and servicing the secured debt. However, the COVID-19 pandemic halted eviction actions, causing tenants to stop paying rent and causing a backlog of evictions. The Debtor attempted to negotiate with the lender to reinstate the loan and invest in upgrading and stabilizing the properties, but the lender required half a million dollars, which the debtor could not afford. The Debtor and the judicial system are making progress, and the debtor needs the Bankruptcy Code to allow it to reorganize its operations and debts. With some breathing room and time, the debtor is confident that it will be able to refill the properties with paying tenants and pay its debts in full. The Debtor is a borrower on a loan in the original principal amount of $12.375 million from Corevest American Finance Lender, LLC which was subsequently assigned to Wilmington Trust, National Association, as Trustee for the Benefit of the Holders of Corevest American Finance 2021-2 Trust Mortgage Pass-Through Certificates, which asserts a security interest in certain of the Debtor's property. As of the Petition Date, the Debtor believes the amount owed to Corevest is approximately $12 million in the aggregate. To the extent that any interest that the Lender may have in the cash collateral is diminished, the Debtor proposes to grant the Lender a replacement lien in post-petition collateral of the same kind, extent, and priority as the liens existing pre-petition, except that the Adequate Protection Lien will not extend to the proceeds of any avoidance actions received by the Debtor or the estate pursuant to chapter 5 of the Bankruptcy Code. Hence, the Lender's interests in the Debtor's cash collateral, to the extent they have any, are adequately protected. A copy of the motion is available at https://urlcurt.com/u?l=gfp5q8 from PacerMonitor.com. About KPM Investment O, LLC KPM Investment O, LLC is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-53073) on March 25, 2024. In the petition signed by Isaac Perlmutter, authorized representative, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. William Rountree, Esq., at ROUNTREE, LEITMAN, KLEIN & GEER, LLC, represents the Debtor as legal counsel. LAG SHOT: Court OKs Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, authorized Lag Shot LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. As adequate protection, Clearco, Smart Business Funding, and CFG Merchant Solutions LLC will have a perfected post-petition lien against the Prepetition Collateral to the same extent and with the same validity and priority as their alleged prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with its obligations under the loan and security documents with the Secured Creditors. A continued hearing on the matter is set for May 22, 2024 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=mbfyCgfrom PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $127,240 for March 2024; $147,240 for April 2024; and $153,490 for May 2024. About Lag Shot Lag Shot, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00034) on Jan. 9, 2024, with $500,001 to $1 million in assets and $500,001 to $1 million in liabilities. Judge Caryl E. Delano oversees the case. Michael R. Dal Lago, Esq., represents the Debtor as legal counsel. LAG SR ENTERPRISES: L. Todd Budgen Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a practicing attorney in Longwood, Fla., as Subchapter V trustee for Lag SR Enterprises, Inc. Mr. Budgen 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. Budgen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: L. Todd Budgen, Esq. P.O. Box 520546 Longwood, FL 32752 Tel: (407) 232-9118 Email: Todd@C11Trustee.com About Lag SR Enterprises Lag SR Enterprises, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01509) on March 27, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Lori V. Vaughan presides over the case. Cynthia E. Lewis, Esq., at Nardella & Nardella, PLLC represents the Debtor as legal counsel. LANDMARK COMMERCIAL: Plan Exclusivity Period Extended to April 12 ----------------------------------------------------------------- Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico extended Landmark Commercial Centers Development Inc.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to April 12 and June 11, 2024, respectively. As shared by Troubled Company Reporter, the Debtor has made significant strides forward thus far including a filed Stipulation for the Treatment of Claim No. 2-1 filed jointly with the U.S. Small Business Administration and which has been granted. The Debtor anticipates that the requested 14-day extension of the Exclusive Periods will allow the Debtor sufficient time to verify all information, continue settle negotiations and proffers to creditors, and reconcile all efforts in the best interests of the estate and creditors, with their intent to provide a plan that considers all angles. Additionally, Debtor has filed all required Monthly Operating Reports to date, with the exception of the Report corresponding to the month of February 2024 for which an extension was requested and granted. Debtor has no recurring bills past due as reflected therein. Landmark Commercial Centers Development Inc., is represented by: Wigberto Lugo Mender, Esq. LUGO MENDER GROUP, LLC 100 Carr. 165, Suite 501 Guaynabo, PR 00968-8052 Telephone: (787) 707-0404 Facsimile: (787) 707-0412 Email: a_betancourt@lugomender.com About Landmark Commercial Centers Development Landmark Commercial Centers Development Inc. is primarily engaged in renting and leasing real estate properties. Landmark Commercial Centers Development filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-03338) on Oct. 16, 2023. The petition was signed by Jose A. Feliciano-Ruiz as president. At the time of filing, the Debtor disclosed $6,555,072 in assets and $8,609,063 in liabilities. Judge Edward A Godoy presides over the case. Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC, is the Debtor's counsel. LIFESCAN GLOBAL: $1.01BB Bank Debt Trades at 70% Discount --------------------------------------------------------- Participations in a syndicated loan under which LifeScan Global Corp is a borrower were trading in the secondary market around 30.3 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.01 billion Term loan facility is scheduled to mature on December 31, 2026. About $885.6 million of the loan is withdrawn and outstanding. Lifescan Global Corporation is a provider of blood glucose monitoring systems for home and hospital use. LINCOLN HOLDINGS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Lincoln Holdings NY LLC 694 Myrtle Avenue Brooklyn, NY 11205 Business Description: Lincoln Holdings is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 4, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-41463 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Vivian Sobers, Esq. SOBERS LAW PLLC 11 Broadway Suite 615 New York, NY 10004 Tel: (917) 225-4501 E-mail: vsobers@soberslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Abe Green as authorized signer. 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/VMW3GWY/Lincoln_Holdings_NY_LLC__nyebke-24-41463__0001.0.pdf?mcid=tGE4TAMA LUMEN TECHNOLOGIES: S&P Raises ICR to 'CCC+', Outlook Stable ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based telecommunications service provider Lumen Technologies Inc. to 'CCC+' from 'SD' (selective default). The transaction support agreement (TSA) included $1.325 billion of new senior secured debt issued at wholly owned subsidiary Level 3 Financing Inc. S&P assigned a 'B' issue-level rating and '1' recovery rating to this debt and the new super-priority debt at Lumen. S&P said, "We also lowered the rating on the senior unsecured debt at wholly owned subsidiary Qwest Corp. to 'B-' from 'B' and the rating on the debt at Qwest Capital Funding Inc. to 'CCC-' from 'B-'. We removed all the Qwest issue-level ratings from CreditWatch, where we placed them with negative implications on Jan. 30, 2024. "The stable outlook reflects our view that, over the next 12 months, Lumen will maintain sufficient liquidity from cash and revolver availability due to the maturity extensions despite lingering uncertainty over the long-term sustainability of the capital structure." The 'CCC+' rating reflects ongoing secular industry pressures in Lumen's business and mass market segments. Lumen has made some progress improving top-line trends by selling new products from its digital platform, including network-as-a-service (Naas) and ExaSwitch. It is also building some momentum in the public sector. Nonetheless, the company derives about 79% of its revenue from business customers, a segment in secular decline given the ongoing migration to less expensive, newer technologies from higher-margin legacy services. In addition, amid intense competition, it will likely take several years to expand these newer products and services at scale, in S&P's view. Moreover, Lumen still has substantial exposure to legacy products and services, which will take time to bottom out. In the mass market segment, Lumen is building out fiber-to-the home (FTTH) to about 500,000 passings in 2024, the same pace as 2023. However, this is below its June 2023 investor day plan of 800,000 passings, which underscores the challenges of deploying FTTH given Lumen's limited financial flexibility and high interest rates. Its fiber penetration of homes passed is also significantly lower than those of its peers at about 17%, leaving Lumen exposed to customer defections to competitive products such as cable broadband and fixed wireless access. S&P said, "We expect FOCF deficits will keep leverage unsustainably elevated. Despite Lumen's cost-saving initiatives in 2023, which primarily consisted of headcount reductions and improved operating efficiencies, we believe it is highly uncertain that the company will achieve its target for EBITDA stability by 2025 given secular industry pressures. Its guidance for FOCF of $100 million-$300 million in 2024 includes an approximate $700 million tax refund in the first quarter. Excluding this benefit, the company would record a FOCF deficit of about $500 million, at the midpoint of its guidance. In addition, the transaction does nothing to address its elevated leverage because reported debt will be largely unchanged at about $19.4 billion and we expect Lumen's interest expense to increase about $200 million annually. Further, we believe that lower EBITDA, coupled with higher interest expense and cash taxes, will contribute to FOCF deficits in 2025 and 2026, resulting in S&P Global Ratings-adjusted debt to EBITDA rising above 5x. Therefore, we continue to view the capital structure as unsustainable given that it is unclear whether the company can generate cash flow to meet debt service requirements long term." The completed restructuring alleviates liquidity and refinancing pressures through 2027. Prior to the transaction, the company had about $2.1 billion due in 2025 and 2026 and $9.5 billion of debt maturing in 2027. Additionally, its $2.2 billion revolving credit facility was set to expire in January 2025. The restructuring enabled it to reduce its debt maturities through 2027 to about $1.4 billion, which can be addressed with cash and availability under its new $1 billion revolving credit facility due in 2028, as well as modest FOCF (including the tax benefit) in 2024. Notwithstanding the reduced size, refinancing the revolving credit facility, in particular, is positive for credit quality since the previous facility was set to mature over the next year. The new one will bolster its liquidity position to fund FOCF deficits in 2025 and 2026. S&P's base-case forecast assumes Lumen will begin to draw on the revolver in 2026. S&P took several rating actions, including assigning ratings to new debt issues: -- S&P assigned a 'B' issue-level rating and '1' recovery rating to Level 3's new senior secured debt, which consists of the new $1.325 billion senior secured notes due 2029, the new term loan B-1 due 2029, the term loan B-2 due 2030, 10.5% senior secured notes due 2029, and 10.75% notes due in 2030. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of payment default. S&P also assigned a 'B' issue-level rating and '1' recovery rating to the $200 million of Lumen senior secured notes that were exchanged into new Level 3 senior secured notes. -- S&P assigned a 'B' issue-level rating and '1' recovery rating to Lumen's new $489 million first-out super-priority senior secured revolving credit facility due 2028 as well as the super-priority senior secured second-out debt. This includes the $467 million revolving credit facility due in 2028, the $377 million term loan A due 2028, the $1.6 billion term loan B-1 due 2029, the $1.6 billion term loan B-2 due 2030, the $332 million of senior secured notes due 2029, and the $479 million of senior secured notes due 2030. -- S&P assigned a 'CCC+' rating and '3' recovery rating to the new senior secured second-lien debt at Level 3. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery. -- S&P raised the rating on the Level 3 unsecured debt to 'CCC-' from 'D'. The recovery rating is '6', which indicates its expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of payment default. -- S&P raised the rating on the remaining Lumen senior secured term loan B and senior secured notes that were not exchanged to 'CCC-' from 'D'. The recovery rating is '6'. -- S&P raised the issue-level rating on the remaining $149 million of 5.125% senior notes due 2026 to 'CCC-' from 'D'. The recovery rating is '6'. S&P said, "We lowered the rating on the unsecured debt at Qwest to 'B-' from 'B' with a '2' recovery rating. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate 85%) recovery. This debt is now pari passu with the super-priority debt at Lumen with respect to the Qwest assets because of the unsecured guarantee, which dilutes recovery prospects. If Lumen can transfer 49% of the Qwest assets to a new guarantor subsidiary in June 2025, recovery prospects for Qwest lenders will be further reduced. "We lowered the rating on the unsecured debt at Qwest Capital Funding to 'CCC-' from 'B-'. The recovery rating is '6'. The lower issue-level and recovery ratings is because recovery prospects for these lenders are diluted by the unsecured subsidiary guarantee to Lumen super-priority secured lenders. "The stable outlook reflects our view that, over the next 12 months, Lumen will maintain sufficient liquidity from cash and revolver availability due to the maturity extensions despite lingering uncertainty over the long-term sustainability of the capital structure." S&P could lower the rating on Lumen if: -- The company engages in a transaction that we view as distressed; -- Negative FOCF pressures liquidity; or -- S&P believe the company will default in the next 12 months. S&P said, "We could raise the rating if Lumen executes on its turnaround strategy, which results in stronger operating and financial performance in the business segment such that we expect EBITDA to stabilize and FOCF to be positive. We believe this could enable it to reduce leverage longer term." LUXURY FLUSH: Wins Cash Collateral Access Thru May 5 ---------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized Luxury Flush, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 20% variance, through May 5, 2024. The United States Small Business Administration and The Bancorp Bank assert an interest in the Debtor's cash collateral. The Secured Creditors are granted the following forms of adequate protection pursuant to 11 U.S.C. sections 361 and 363(e): a. Periodic Payments. The Debtor is authorized to make adequate protection payments in the amount of $731 to the SBA as provided for in the budget. While the Court is not requiring the Debtor to make adequate protection payments to Bancorp during the Interim Period, Bancorp may request such payments at a later date, including at the continued hearing on interim cash collateral use. b. Replacement Liens. The Secured Creditors are each granted valid, perfected, and enforceable replacement liens in postpetition property of the estate to the same extent, validity, and priority as existed immediately prepetition as to the Secured Creditors' respective prepetition liens. c. Automatic Perfection. The Replacement Liens are deemed valid and automatically-perfected as of the petition date without the necessity of the Secured Creditors making any filings or recordations or taking any other acts that would, if not for the Debtor's bankruptcy, be required under applicable nonbankruptcy law to perfect the respective Replacement Liens. d. Reporting. The Debtor will file weekly variance reports reflecting the amount and percentage variance between the projected budget vs. actual expenditures. Each such variance report is due on the Friday of the week immediately following the reporting period. A continued hearing on the matter is set for May 3 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=1IolCp from PacerMonitor.com. About Luxury Flush, LLC Luxury Flush, LLC provides a variety of luxury porta potty restroom rentals, perfect for weddings, corporate events, home remodels, production and film, construction, and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10426) on March 18, 2024. In the petition signed by Natalie Downey, managing member, the Debtor disclosed $5,939,856 in assets and $3,097,630 in liabilities. Judge Martin R Barash oversees the case. Steven R. Fox, Esq., at THE FOX LAW CORPORATION INC., represents the Debtor as legal counsel. LYONS COMPANIES: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- Paul Randolph, Acting U.S. Trustee for Region 8, appointed an official committee to represent unsecured creditors in the Chapter 11 case of The Lyons Companies, LLC. The committee members are: 1. Welders Supply Company 331 Boxley Ave. Louisville, KY 40209 (502)-637-4771 jgilbert@gowelders.com 2. Metals USA, Inc. 1070 W. Liberty St. Wooster, OH 44691 (330)-264-8416 ext. 2203 brian.schmidt@metalsusa.com 3. Ken-Mac Metals A Division of Thyssenkrupp Materials NA, Inc. 17901 Englewood Dr. Middleburg Heights, OH 44130 (440)-545-9061 Stephen.Burns@thyssenkrupp-materials.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Lyons Companies The Lyons Companies, LLC has been providing advanced custom metal fabrication services and high-quality industrial and appliance products to companies throughout North America. The company is based in Louisville, Ky. Lyons Companies filed Chapter 11 petition (Bankr. W.D. Ky. Case No. 24-30684) on March 15, 2024, with $10 million to $50 million in both assets and liabilities. Steven Huff, chief executive officer and member, signed the petition. Judge Joan A. Lloyd oversees the case. April A. Wimberg, Esq., at Dentons Bingham Greenebaum represents the Debtor as legal counsel. MIKE'S JAZZ: Jennifer McLemore Named Subchapter V Trustee --------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Jennifer McLemore, Esq., at Williams Mullen as Subchapter V trustee for Mike's Jazz Café, LLC. Ms. McLemore will be paid an hourly fee of $530 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. McLemore declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jennifer M. McLemore, Esq. Williams Mullen 200 South 10th Street, Suite 1600 Richmond, VA 23219 (804) 420-6330 Email: jmclemore@williamsmullen.com About Mike's Jazz Café Mike's Jazz Café, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Va. Case NO. 24-31190) on March 29, 2024, with up to $50,000 in assets and up to $100,000 in liabilities. James E. Kane, Esq., at Kane & Papa, PC represents the Debtor as legal counsel. MURPHY OIL: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive ------------------------------------------------------------------ Moody's Ratings changed the outlook of Murphy Oil Corporation to positive from stable and concurrently affirmed its existing ratings, including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and Ba2 senior unsecured notes ratings. The Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-1. "Murphy's positive outlook reflects its improving credit metrics and Moody's expectation that the company will generate positive free cash flow in 2024-2025 that will be applied to debt reduction in line with management's target of $1 billion in balance sheet debt," stated James Wilkins, Moody's Vice President. RATINGS RATIONALE The positive outlook reflects the progress Murphy has made reducing its debt and Moody's expectation that the company's credit metrics will improve further as it continues to de-lever in 2024-2025. As of year-end 2023, the company's debt on average daily production was $12 thousand per barrel-of-oil equivalent (boe) and debt on proved developed reserves was $5.4 per boe. The company has relatively conservative financial policies with a capital allocation policy that calls for it to apply 75% of adjusted free cash flow (as defined by the company) towards debt reduction until it reduces balance sheet debt to $1 billion, and afterwards apply up to 50% of adjusted free cash flow towards cash balances or debt reduction. The company has generated healthy positive free cash flow in 2021-2023 and reduced debt by ~$1.7 billion from year-end 2020. For 2024, it is targeting ~$300 million of debt reduction to reduce its senior notes' balance to $1 billion. Moody's analytical adjustments for leases and unfunded pension obligations add $984 million to debt and Moody's notes the company also has material asset retirement obligations ($915 million as of year-end 2023). Moody's expects Murphy to generate positive free cash flow in 2024 with a capital expenditure budget in the range of $920 million to $1.02 billon, and modest growth in the dividend. The company's production guidance is for a decline in volumes in the first quarter 2024 and a range of 180 Mboe/d to 188 Mboe/d for the full year in 2024. Moody's expects production volumes to grow in 2025 and remain near 200 Mboe/d. Murphy's Ba2 CFR reflects its improving credit metrics supportive of the rating, as well as Moody's expectation that the company will generate positive free cash flow and improve its credit metrics further even if commodity prices decline to mid-cycle levels from current levels. The company benefits from a diversified portfolio of onshore and offshore assets, significant scale and oil-weighted production. Its onshore production is sourced from the Eagle Ford shale and Canada, while its offshore production is predominantly in the US Gulf of Mexico (GOM). Over 60 percent of production is liquids. There are higher exploration and regulatory risks associated with developing deep water US GOM assets compared to onshore Eagle Ford shale and Canadian onshore assets. Some of the companies highest return investments have been in the US GOM, which accounts for over one-half of the company's production volumes, but a much lower proportion of its proved developed reserves (just over one-quarter). The onshore Canadian assets, that account for over 40% of proved developed reserves, are predominately natural gas and Moody's expect those assets would generate lower investment returns compared to the US GOM asset. The capital structure is comprised of the senior unsecured notes, which make up the majority of debt in the liability structure, and an unsecured revolving credit facility. Moody's notes that the company's revolving credit facility benefits from upstream guarantees from the operating companies, structurally subordinating the senior notes to the claims under the facility. Moody's does not expect Murphy to actively maintain material borrowings under the credit the facility. In addition, the company's asset coverage of debt is strong. Accordingly, Moody's views the assigned Ba2 rating on the notes as more appropriate than the rating suggested by Moody's Loss Given Default Methodology. However, if the facility size and/or use increases leading to an even greater proportion of potential guaranteed facility debt with a priority claim over the senior unsecured debt, the notes could potentially be rated below the CFR. The SGL-1 Speculative Grade Liquidity Rating reflects Murphy's very good liquidity through 2025. The liquidity position is supported by funds from operations, cash balances ($317 million at year-end 2023) and an undrawn $800 million unsecured revolving credit facility ($3.8 million of letters of credit outstanding). Moody's expects the company to remain well in compliance with its financial covenants (applicable while Murphy has a non-investment grade rating) – maximum consolidated leverage ratio of 3.5x, and minimum consolidated interest coverage ratio of 2.5x. The revolver, which has a MAC (material adverse change) clause that applies to each borrowing, matures November 17, 2027. Murphy's next notes maturity is the $443 million of senior notes maturing in December 2027. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Murphy's ratings could be upgraded if the company reduces debt to $1 billion or less, sustains production near 200,000 boe/d and is expected to maintain retained cash flow to debt above 40% and a leveraged full-cycle ratio (LFCR) of at least 2.0x in a mid-cycle commodity price environment. The ratings could be downgraded if production volumes decline meaningfully, retained cash flow to debt remains below 30% or the LFCR falls below 1.25x. Murphy Oil Corporation, headquartered in Houston, Texas, is an independent E&P company with producing and/or exploration activities in the US and Canada, as well as in Ivory Coast, Mexico, Brazil and Vietnam. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. NANO MAGIC: Reports $2.86 Million Net Loss in 2023 -------------------------------------------------- Nano Magic Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $2.86 million on $2.78 million of net revenues for the year ended Dec. 31, 2023, compared to a net loss of $2.10 million on $2.58 million of net revenues for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $3.52 million in total assets, $2.21 million in total liabilities, and $1.31 million in total stockholders' equity. Sterling Heights, Michigan-based UHY LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2024, citing that the Company has recurring losses from operations, negative cash flow from operations, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Net cash used by operating activities was $1,537,468 for the year ended Dec. 31, 2023 as compared to net cash used by operating activities of $1,708,365 for the year ended Dec. 31, 2022, a decrease of $170,897, or 10%. Net cash used by operating activities reflects a net loss of $2,855,719, partially offset by the add-back of non-cash items totaling $1,286,581 and changes in operating assets and liabilities of $31,670. Net cash used by continuing operations for the years ended Dec. 31, 2023 and 2022 totaled $1,537,468 and $1,636,120, respectively. Net cash used by discontinued operations for the years ended Dec. 31, 2023 and 2022 totaled $0 and $72,245, respectively. Nano Magic said, "We have worked over the last several quarters to reduce our costs and conserve cash. Our common stock suffered an extended period with no market makers and the caveat emptor designation on the OTC market, that made it difficult to raise additional capital. Since early March 2023, we have had market makers for our stock, and later that year the OTC removed the caveat emptor warning on our shares. In September 2023, we resumed quotation on the OTCQB." Net cash provided by investing activities was $35,648 for the year ended Dec. 31, 2023 as compared to net cash used in investing activities of $20,090 for the year ended Dec. 31, 2022. Net cash provided by financing activities was $1,770,059 for the year ended Dec. 31, 2023 as compared to $1,705,024 for the year ended Dec. 31, 2022. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/891417/000149315224012969/form10-k.htm About Nano Magic Headquartered in Madison Heights, Michigan, Nano Magic Inc. -- www.nanomagic.com -- develops, commercializes and markets nanotechnology powered consumer and industrial cleaners and coatings to clean, protect, and enhance products for peak performance. Consumer products include lens and screen cleaners and coatings, anti-fog solutions, and household and automobile cleaners and protective coatings sold direct-to-consumer and in big box retail. NATIONAL CINEMEDIA: $270MM Bank Debt Trades at 71% Discount ----------------------------------------------------------- Participations in a syndicated loan under which National CineMedia LLC is a borrower were trading in the secondary market around 29 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $270 million Term loan facility is scheduled to mature on June 20, 2025. About $257.9 million of the loan is withdrawn and outstanding. National CineMedia, LLC owns and operates movie theaters. The Company offers entertainment content, advertising, and movie screening services. NC CONSTRUCTION: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Nc Construction, LLC 110 Chippewa CT Riverdale GA 30296 Chapter 11 Petition Date: March 31, 2024 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 24-53330 Debtor's Counsel: Agbor Ebot Tabi, Esq. THE LAW OFFICE OF AGBOR EBOT TABI, PC Suite 324 3330 Cobb Parkway Acworth, GA 30101 Tel: 678-755-0893 Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Anna B. Cherubin as owner. 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/7H5C67A/Nc_Construction_LLC__ganbke-24-53330__0001.0.pdf?mcid=tGE4TAMA NEVER SLIP: Case Summary & 50 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Never Slip Holdings, Inc. 5000 T-Rex Avenue Suite 100 Boca Raton, FL 33431 Business Description: Founded in 1984, the Debtors, together with their non-Debtor subsidiaries, are the leading business-to-business brand and category creator of slip resistant footwear and other safety products for employers, employees, and individual consumers. The Company has a highly diverse and loyal customer base and sells its products to businesses, 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. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court District of Delaware Twelve affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Never Slip Holdings, Inc. (Lead Case) 24-10663 Never Slip TopCo, Inc. 24-10664 SHO Holding I Corporation 24-10665 SHO Holding II Corporation 24-10666 Shoes for Crews, Inc. 24-10667 SFC Holdings, Inc. 24-10668 SFC Holdings, LLC 24-10669 Shoes For Crews, LLC 24-10670 SRS/MKS, L.L.C. 24-10671 Shoes for Crews Canada, Ltd. 24-10672 SFC Canada, Inc. 24-10673 Sunrise Enterprises, LLC 24-10674 Judge: Hon. Laurie Selber Silverstein Debtors' General Bankruptcy Counsel: Gregg M. Galardi, Esq. Cristine Pirro Schwarzman, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-9000 Fax: (212) 596-9090 E-mail: gregg.galardi@ropesgray.com cristine.schwarzman@ropesgray.com - and - Conor P. McNamara, Esq. ROPES & GRAY LLP 191 North Wacker Drive, 32nd Floor Chicago, Illinois 60606 Tel: (312) 845-1200 Fax: (312) 845-5500 E-mail: conor.mcnamara@ropesgray.com Debtors' Co-Bankruptcy Counsel: Mark L. Desgrosseilliers, Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, Delaware 19801 Tel: (302) 295-0192 Email: desgross@chipmanbrown.com Debtors' Investment Banker: SOLOMON PARTNERS SECURITIES, LLC Debtors' Financial Advisor: BERKELEY RESEARCH GROUP, LLC Debtors' Notice, Claims, Solicitation & Balloting Agent: OMNI AGENT SOLUTIONS, INC. Debtors' Strategic Communications Advisor: C STREET ADVISORY GROUP, LLC Estimated Assets (on a consolidated basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $500 million to $1 billion The petitions were signed by Christopher Sim as chief financial officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YGFQINI/Never_Slip_Holdings_Inc__debke-24-10663__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. CEVA Logistics US Inc Freight & $8,200,000 15350 Vickery Dr Logistics Houston, TX 77032-2530 2. Hyper Shine Group Shoes Co, Manufacturer $2,247,114 Ltd Rm B3, 19/F Tung Lee Commercial Bldg 91-97 Jervois St Sheung Wan, Hong Kong Hong Kong Tel: 392-538-0154 Email: ken_lee@hypershine.com 3. Wjiang Jinjiang Xiong Yi Shoes Manufacturer $2,083,635 c/o Mega Perfect Development Ltd L24043 Rm 1303, 13/F, Sino Favour Ctr 1 On Yip St Chaiwan Hong Kong 4. Vandegrift Freight & $1,496,569 100 Walnut Ave, Ste 600 Logistics Clark, NJ 07066 Tel: 201-915-9500 Email: clagana@vandegrift.com 5. New Balance Athletic Shoe Inc Manufacturer $1,457,626 c/o Lyons Crossing Prof 1341 Branton Blvd, Ste 103 Knoxville, TN 37922-8521 Email: ar.remit@newbalance.com 6. Avendra LLC Customer $1,340,089 c/o Wells Fargo Bank 7175 Columbia Gateway Dr Columbia, MD 21046 7. Unisen Industrial Development Manufacturer $1,145,740 Pte Ltd Rampur, Burichong Cumilla, 3500 Bangladesh Tel: 359-079-5520 Email: Beryl.jiao@jidafootwear.com 8. DeWalt US Manufacturer $1,078,152 701 E Joppa Rd Towson, MD 21286 9. WOVERSP OverSpeedy Manufacturer $941,498 c/o Verspeedy Shoes Viet Nam Co, Ltd The 605 Plot, The 08th Map, Binh Hoa 1 Quarter, Tan Phuoc Khanh Ward, Tan Uyen City Binh Duong Province 820000 Vietnam 10. West Chester Protective Gear Manufacturer $564,160 11500 Canal Rd Cincinnati, OH 45241 11. Google Inc Advertising/ $392,315 Dept 33654 Marketing P.O. Box 39000 San Francisco, CA 94139 Email: collections-us@google.com 12. Deloitte & Touche LLP Professional $365,057 1800 N Military Trl, Ste 200 Services Boca Raton, FL 33431 13. Wnice Goodway Intl Holdings Manufacturer $318,710 Ltd c/o Goodway Int'l Holdings Ltd Rm 16/F, Railway Plz Nos 39 Chatham Rd S Tsim Sha Tsui, Kln Hong Kong 14. Wputian Putian Xiecheng Manufacturer $239,524 Footwear Co, Ltd c/o Putian Xiecheng Footwear Co, Ltd Fengting Industry Area Xianyou County, Putian City Fujian Province China 15. Netsuite Oracle Banc of Software & $188,776 America Leasing Services c/o Lease Administration Center 2600 W Big Beaver Rd Troy, MI 48084 Tel: 800-959-5936 Email: customersvc@leaseadmincenter.com 16. R2 Unified Technologies, LLC Software & $153,040 980 N Federal Hwy, Ste 410 Services Boca Raton, FL 33432 17. Wfengze Fengze Manufacturer $136,160 c/o Hongkong Cheng Kwok & Xin Moulding Rm 18 27/F Ho King Comm Ctr 2-16 Fa Yuen St Mongkok Kl Hong Kong 18. Oracle America, Inc. Software & $133,024 2300 Oracle Way Services Austin, TX 78741 Tel: 877-638-7848 Email: CollectionsTeam_US@Oracle.com 19. Auxis LLC Professional $123,234 8151 Peters Rd, Ste 3500 Ft Services Lauderdale, FL 33324 Tel: 954-236-4000 Email: AR.collections@auxis.com 20. DeWalt Canada Manufacturer $111,710 6275 Millcreek Dr Mississauga, ON L5N 7K6 Canada 21. Logic Broker Inc Professional $107,103 1 Enterprise Dr, Ste 425 Services Shelton, CT 06484 Tel: 203-929-7633 Email: accounting@logicbroker.com 22. Project44, LLC Software & $102,800 222 Merchandise Mart Plz, Services Ste 1744 Chicago, IL 60654 Email: collections@project44.com 23. Myers-Holum, Inc Software & $95,574 244 Madison Ave, Ste 217 Services New York, NY 10016 Email: payments@myersholum.com 24. Whole Foods Planet Customer $93,121 Foundation c/o Jessica Villanueva 550 Bowie St Austin, TX 78703 25. UCW Logistics, LLC Freight & $91,255 325 W Mcbee Ave, Ste 200 Logistics Greenville, SC 29601 Email: ar@ucwlogistics.com 26. Commerce Canal Corp Software & $78,086 98 Front St, Apt 5B Brooklyn, Services NY 11201 Email: maria@commercecanal.com 27. Publicis Epsilon Collection Dues & $76,133 Account Fbo Epsilon Data Subscription Management LLC 601 Edgewater Dr Wakefield, MA 01880 Email: Nicole.Eaton@epsilon.com 28. TRO LLC Software & $74,065 600 Phipps Blvd, Ste 2301 Services Atlanta, GA 30326 Email: m@troconsulting.com 29. Concept 360 Exhibits Professional $64,931 4030-A Skyron Dr Doylestown, Services PA 18902 Email: bhall@concept-360.com 30. Purolator Inc. Freight & $63,560 P.O. Box 4918 Logistics Station A Toronto, ON M5W 0C9 Canada Email: Kathleen.Seaton@Purolator.com; PiRemittance@Purolator.com 31. Peak Activity LLC Professional $50,000 1200 N Federal Hwy, Ste 200 Services Boca Raton, FL 33432 Email: jamy@peakactivity.com 32. The Siegfried Group, LLP Professional $50,000 1201 N Market St, Ste 700 Services Wilmington, DE 19801 Email: areceivable@siegfriedgroup.com 33. Promethean Analytics Inc Software & $47,250 2351 Sunset Blvd, Ste 170-818 Services Rocklin, CA 95765-4306 34. AON Risk Services, Inc of FL Insurance $43,937 c/o Aon Risk Svcs Companies, Inc 75 Remittance Dr Chicago, IL 60675-1943 Tel: 305-372-9950 35. Wfitro Fitron Ltd Industries Manufacturer $36,865 c/o Fitron Industries Ltd 20/F, Winbase Ctr 208 Queen's Rd Cenral Sheung Wan Hong Kong Tel: 85 229 095 676 Email: Sales@Cortinachina.com 36. Randstad Professional $35,738 P.O. Box 742689 Services Atlanta, GA 30374-2689 Email: ar.support@randstadusa.co 37. Gravity Global Advertising/ $31,000 Attn: Gretchen Freemyer Marketing 400 E Las Colinas Blvd, Ste 1050 Irving, TX 75039 Email: Gretchen.Freemyer@Mojomedialabs.com 38. Wunderkind dba Bounce Professional $29,363 1 World Trade Ctr, 74th Fl New Services York, NY 10007 Email: invoices@wunderkind.co; invoices@wunderkind.com 39. Federal Express-Small Package Freight & $26,865 P.O. Box 7221 Logistics Pasadena, CA 91109 Tel: 855-552-5393 Email: useft@fedex.com 40. Wfuxia Fuxiang Shoe Material Manufacturer $26,509 Co, Ltd c/o Fuxiang Shoe Material Co,Ltd Dafeng Indust Area, Wenchang West Rd Sanxiang Town Zhongshan City, Guangdon, China 41. Wjmave Jm-Avenir HK Ltd c/o Manufacturer $23,794 Jm Avenir Int'l (HK) Ltd Flat/Rm 2107 21/F Cc Wu Bldg 302- 308 Hennessy Rd, Wancha Hong Kong 42. PCI Professional $21,849 Aka Postal Center Intl Inc Services 3406 SW 26 Ter Ft Lauderdale, FL 33312 Email: ar@surfpci.com 43. Ignite Visibility LLC Software & $18,617 4250 Executive Sq, Ste 100 La Services Jolla, CA 92037 Email: billing@ignitevisibility.com 44. Sodexo Operations LLC Customer $18,262 Attn: Amare Hailom 9801 Washingtonian Blvd Gaithersburg, MD 20878 45. CDW Direct Corp Equipment $17,995 Attn: Cash Posting 200 N Milwaukee Ave Vernon Hills, IL 60061 Email: achremittance@cdw.com 46. Wingify Software Private Ltd Software & $17,341 1104 Klj Tower N B-5, 11th Fl Services Netaji Subhash Place, Pitampura New Delhi, India 110034 India Email: account.receivagles@vwo.com 47. Chinook Asia, LLC Manufacturer $16,872 7690 SW Mohawk St Tualatin, OR 97062-8119 48. Unbxd, Inc Software & $16,497 1710 S Amphlett Blvd, Ste 124 Services San Mateo, CA 94402 Email: receivables@unbxd.com 49. Ashok Aluri Professional $16,000 Dba Square Solutions LLC Services 3475 Mason View Dr NE Grand Rapids, MI 49525 50. Anderson Merchandisers, LLC Advertising $15,312 5601 Granite Pkwy, Ste 1400 Marketing Plano, TX 75024 Tel: 972-987-5516 Email: ar@amerch.com NEVER SLIP: S&P Downgrades ICR to 'D' On Chapter 11 Filing ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based slip-resistant footwear manufacturer Never Slip Topco Inc. to 'D' from 'CCC-'. At the same time, S&P lowered its issue-level rating on its revolving credit facility and first-lien term loan to 'D' from 'CCC-'. The recovery rating remains '3', which indicates meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. S&P downgraded Never Slip Topco Inc. after the company filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. This follows consistently weak operating performance and substantial looming debt maturities in the form of a $25 million revolver, $20 million sidecar revolver, $18 million senior secured facility, and $258 million first-lien term loan ($243.5 million outstanding as of Sept. 30, 2023) with a maturity date of April 27, 2024. NEW ANTHEM: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: New Anthem, LLC 110 Greenfield St. Wilmington, NC 28401 Business Description: The Company operates a brewery. Chapter 11 Petition Date: April 4, 2024 Court: United States Bankruptcy Court Eastern District of North Carolina Case No.: 24-01126 Judge: Hon. Joseph N Callaway Debtor's Counsel: Oliver Carter III, Esq. CARTER & CARTER, P.A. 408 Market Street Wilmington, NC 28401 Tel: (910) 763-3626 Fax: (866) 249-7856 Total Assets: $859,996 Total Liabilities: $4,146,783 The petition was signed by J. Aaron Skiles as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/563U5XI/New_Anthem_LLC__ncebke-24-01126__0001.0.pdf?mcid=tGE4TAMA NORDSTORM INC: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has downgraded Nordstrom, Inc.'s Long-Term Issuer Default Rating (IDR) to 'BB' from 'BB+'. Fitch has also affirmed Nordstrom's secured revolver at 'BBB-'/'RR1' and downgraded its unsecured debt to 'BB'/'RR4' from 'BB+'/'RR4. The Rating Outlook is Stable. The downgrade reflects Nordstrom's continued operating challenges, which have reduced Fitch's confidence in the company's ability to effectively execute an operating strategy to profitably defend share and stabilize EBITDA in the medium term. Nordstrom's ratings consider the company's good market position in the apparel, footwear, and accessories space, and exposure to stronger shopping centers and good mix of digital and off-price sales alongside its full-price department store presence. However, Nordstrom has been unable to translate these structural advantages into stable operating results, with 2023 revenue and EBITDA 5% and 23% below 2019 levels respectively. Fitch expects revenue and EBITDA to remain stagnant near $14.4 billion and just over $1 billion over the medium term, with EBITDAR leverage trending in the high-3x range. KEY RATING DRIVERS Ongoing Business Challenges: Nordstrom's post-pandemic operating challenges mirror those of other department stores while the Rack operating trajectory trails that of off-price competitors, which together reduce confidence in the company's ability to execute a strategy using its good real estate positioning, customer service focus and omnichannel business model to outperform peers. The company's 2023 revenue and EBITDA were approximately 5% and 23% below pre-pandemic 2019 levels, with 2024 EBITDA expected to further decline modestly on flattish revenue and increased expenses. Fitch historically viewed Nordstrom as able to benefit from its well-developed, diversified operating model across full-line stores, off-price Rack stores and digital presence (36% of 2023 net sales). The company's exposure to primarily stronger malls, leading omnichannel model and exposure to the growing off-price segment should serve as competitive advantages and support some growth over time. Following Nordstrom's recent operating trajectory, Fitch has reduced confidence in the company's ability to harness these advantages and projects that sales and EBITDA could remain flattish over the medium term. Strategic Initiatives: The company has outlined several strategic initiatives to drive revenue growth. The company recently completed a merchandise transition at Rack (34% of 2023 net sales) and in 4Q23 the division recorded its first quarter of topline growth since 2Q22. The company plans to build on this momentum in 2024 with positive comparable store sales growth and plans to open 20 new locations annually from its existing 258-store base. To support growth at the company's full-price department stores, Nordstrom plans to open a digital marketplace for third party owned inventory, improve its merchandise assortment and invest in supply chain capabilities to reduce shipping times. Fitch recognizes that if executed effectively, the above strategies could drive some incremental sales. However, execution risk remains substantial given the company's recent history. Challenged Department Store Segment: Fitch recognizes that department stores will continue to face longer-term secular headwinds, including time spent in malls, changes to apparel buying behavior and encroaching competition from newer channels, including value-oriented and online players. Given some reliance on private label credit card income across the group, recent rule changes to limit late fees and rhetoric around other potential changes is a newer headwind. Nordstrom's credit card revenue was approximately $475 million in 2023. Fitch expects that financially and operationally stronger players can at least maintain share and modestly grow revenue in a difficult space if they can effectively build and sustain a strategy to differentiate themselves from peers and maintain customer loyalty. Stronger competitors' ability to stabilize share is further supported by some competitive fallout during the pandemic and relative inability of weaker players to invest in initiatives to reverse weak trajectories. Nordstrom has the structural tools to support market share stabilization but has not demonstrated an ability to harness its advantages in recent years. Good Cash Flow: Nordstrom's ability to manage through economic cycles and defend its model against secular department challenges is supported by its reasonable cash flow, which allows it to make strategic investments such as omnichannel model infrastructure and in-store enhancements. FCF (post dividends) is projected to average in the low $200 million range over the next three years. This assumes capex of around $500 million annually as the company invests in supply chain infrastructure, digital enhancements, and some expansion at Rack. Cash flow could be used for strategic investments or share repurchases. The company plans to use cash to repay its $250 million unsecured notes maturity in April 2024. Leverage Expected in High-3x Range: Nordstrom's 2023 EBITDAR leverage was 3.9x, similar to 2021/2022 given flattish EBITDA around $1.1 billion. Fitch expects EBITDAR leverage could trend in the high-3x range in the medium term, given stagnant EBITDA. Leverage would modestly benefit from the repayment of Nordstrom's $250 million 2024 maturity from a debt base of $2.9 billion. The company is targeting EBITDAR leverage below 2.5x over time (using balance sheet lease liabilities; around mid-3x on a Fitch-defined EBITDAR leverage basis) although Fitch views this as aspirational in the medium term given its expectation for limited EBITDA expansion. DERIVATION SUMMARY Nordstrom's downgrade to 'BB'/Stable reflects the company's continued operating challenges, which have reduced Fitch's confidence in the company's ability to effectively execute an operating strategy to profitably defend share and stabilize EBITDA in the medium term. Nordstrom's ratings consider the company's historically good market position in the apparel, footwear, and accessories space, with its differentiated merchandise and high level of customer service, including omnichannel offering, enabling the company to enjoy strong customer loyalty. The rating also recognizes the company's exposure to stronger shopping centers and good mix of digital and off-price sales alongside its full-price department store presence. However, Nordstrom has been unable to translate these structural advantages into stable operating results, with 2023 revenue and EBITDA 5% and 23% below 2019 levels respectively. Fitch expects revenue and EBITDA to remain stagnant near $14.4 billion and $1.1 billion over the medium term, with EBITDAR leverage trending in the high-3x range. Fitch's rated U.S. department store coverage includes national competitors Macy's Inc. (BBB-/Stable), Kohl's Corp (BB+/Stable), Nordstrom, Inc. (BB/Stable), and regional player Dillard's Inc. (BBB-/Stable). Each of these players contend with secular headwinds affecting the department store industry and are continuously refining strategies to defend market share. Initiatives include investments in omnichannel models, portfolio reshaping to reduce exposure to weaker indoor malls, and efforts to strengthen merchandise assortments and service levels. These initiatives have had varying levels of success in recent years, with Dillard's showing the best operating trajectory albeit with the most upside potential given its long history of relative underperformance. Nordstrom and Kohl's have produced the weakest results across topline and profitability while Macy's results have been somewhat mixed, with topline declines mitigated by good inventory and expense management which have limited EBITDA contraction. Structurally, the three national players should be best positioned to accelerate investment and transformation efforts given greater relative scale and cash flow generation. In particular, Kohl's should benefit from its off-mall real estate positioning while Nordstrom should benefit from its exposure to the off-price segment and the higher-end merchanded positioning of its full price locations. However, neither has demonstrated an ability to capitalize on what should be fundamental advantages, which Fitch expects is somewhat likely due to execution challenges. Prior to the pandemic, the three national players operated with EBITDAR leverage below 3.5x (closer to mid-2x for Kohl's) to support investment-grade ratings. Current ratings embed expectations of Macy's, Kohl's, and Nordstrom operating with leverage under 3.0x, 3.5x, and 4.0x respectively. Dillard's EBITDAR leverage is projected around 1x, modestly below pre-pandemic levels closer to 1.5x; from a rating perspective the company's low leverage is balanced by the company's relatively smaller scale and regional positioning compared with peers. KEY ASSUMPTIONS - Fitch projects Nordstrom's 2024 revenue could decline modestly to around $14.4 billion from $14.7 billion in 2023 given the loss of 2023's 53rd week, annualizing Nordstrom's Canadian exit and some credit income loss following recent changes in late fee charges. Revenue could be stagnant in the mid-$14 billion range beginning 2025 as some topline initiatives and Rack square footage expansion are mitigated by secular headwinds. - EBITDA, which was $1.1 billion in 2021-2023 compared with $1.5 billion in 2019, could remain in the $1.1 billion range over the medium term. Margins are projected to trend in the mid-7% range, below the 9.5% recorded in 2019 on lower sales, some general inflation across Nordstrom's cost structure and heightened selling investments. - Annual FCF after dividends is projected to average in the low $200 million range over the next three years. In 2022 Nordstrom resumed its quarterly dividends at $0.19 or approximately $125 million annually; this is approximately half the rate of dividends before their suspension in at the onset of the pandemic in 2020. FCF could be used for strategic investments or share repurchases. The company has indicated plans to repay its $250 million unsecured notes maturity in April 2024. - EBITDAR leverage, which was around 3x during the three years ending 2019 and around 4x in 2021-2023 on EBITDA challenges, could trend in the high 3x range beginning 2024 given Fitch's EBITDA forecast and a modest reduction to debt in 2024. - Nordstrom's capital structure primarily consists of unsecured debt with a fixed interest rate structure. Pricing for the company's secured revolver is based on SOFR, whose rates are forecast in the 4%-5% range over the medium term, given the higher interest rate environment. RECOVERY ANALYSIS RECOVERY CONSIDERATIONS: Fitch does not employ a waterfall recovery analysis for issuers assigned ratings in the 'BB' category. The further up the speculative grade continuum a rating moves, the more compressed the notching between the specific classes of issuances becomes. Fitch rates Nordstrom's secured revolver 'BBB-'/'RR1', notched up two ratings from the IDR given its security package. Nordstrom's unsecured notes are rated 'BB'/'RR4'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - An upgrade to 'BB+' would result from EBITDAR leverage sustained below 3.5x, which would occur if EBITDA sustained around $1.3 billion. An upgrade could also result from a combination of better than expected EBITDA performance and debt reduction such that EBITDAR leverage trended below 3.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A downgrade would result from EBITDA trending below $1.0 billion, which would yield EBITDAR leverage sustaining above 4.0x. LIQUIDITY AND DEBT STRUCTURE Nordstrom had a cash balance of $628 million as of Feb. 3, 2024 and no borrowings on its $800 million secured revolver due May 2027. The revolver backstops the company's $800 million commercial paper program; there were no outstanding CP borrowings as of Feb. 3, 2024. The revolver is secured by substantially all working assets, principally inventory, accounts receivable and intellectual property. The security is released if the company receives an investment grade rating from at least two rating agencies (S&P, Moody's and Fitch) or if the company receives an investment grade rating from one rating agency and company-defined leverage (Adjusted Debt/EBITDAR using balance sheet operating lease liabilities) is less than or equal to 2.5x for two consecutive quarters. The company's capital structure includes $2.9 billion of unsecured notes. The next maturity is $250 million of notes due April 2024 with the remainder due between 2027 and 2044. The company has indicated plans to retire the April 2024 maturity with cash on hand. ISSUER PROFILE Nordstrom is the one of the largest department store operators in the U.S. with approximately $14.5 billion in revenue across its digital businesses and retail portfolio, with approximately 90 full-line department stores and around 260 off-price Rack locations. SUMMARY OF FINANCIAL ADJUSTMENTS Financial statement adjustments that depart materially from those contained in the published financial statements of the relevant rated entity or obligor are disclosed below: - EBITDA adjusted to exclude stock-based compensation; - Operating lease expense capitalized by 8x to calculate historical and projected adjusted debt. 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 ----------- ------ -------- ----- Nordstrom, Inc. LT IDR BB Downgrade BB+ senior unsecured LT BB Downgrade RR4 BB+ senior secured LT BBB- Affirmed RR1 BBB- NUVEI CORP: S&P Places 'BB-' ICR on CreditWatch Negative -------------------------------------------------------- S&P Global Ratings placed all of its ratings on Nuvei Corp., including the 'BB-' issuer credit rating, on CreditWatch with negative implications. S&P aims to resolve the CreditWatch listing after receiving more details about the acquisition and, once the terms of the company's proposed capital structure are completely disclosed, S&P will assess the transaction's affect on its leverage and whether its capital-allocation priorities will support or detract from its deleveraging prospects. Nuvei Corp., a global provider of payment processing solutions, announced that it has entered into a definitive agreement to be acquired by affiliates of certain investment funds managed by affiliates of Advent International in a transaction valued at $6.3 billion. The company expects the transaction to close between the end of 2024 and the first quarter of 2025. The CreditWatch placement follows Nuvei's announcement that it has signed a definitive agreement to be acquired by Advent for approximately $6.3 billion. Advent has secured debt financing commitments for a new $600 million revolving credit facility and a new $2.55 billion term loan, which will increase the company's debt load by approximately $1.25 billion. However, Nuvei Corp.'s pro forma capital structure is uncertain because it could reduce its leverage through organic cash flow generation prior to the close of the transaction, which it expects will occur sometime between the end of 2024 and the first quarter of 2025. That said, assuming it utilizes the entire debt financing commitment for the transaction, S&P estimates the company's leverage could increase to approximately the mid-5x area, which is well in excess of our 4x downgrade threshold for the current rating. S&P said, "The CreditWatch placement reflects the high likelihood that we will lower our ratings on Nuvei when the transaction closes or we receive more details about its post-transaction capital structure. "We intend to resolve the CreditWatch listing after receiving more details about the acquisition plan, including the pro forma company's business strategy and expected financial policies, following the disclosure of the terms of its proposed capital structure. We do not expect this transaction will alter our existing view of Nuvei's competitive position or our assessment of its business. However, because we anticipate the transaction will increase the company's leverage, there is a potential we will reassess its financial risk profile and financial policy depending on its starting leverage and expected deleveraging. We could lower the issuer credit rating by one or two notches in such a scenario." Nuvei Corp. is a global provider of payment solutions. The company primarily focuses on enterprise merchants, while also serving some small- and mid-size merchants. Nuvei provides a proprietary end-to-end payment technology platform, with a focus on mobile and e-commerce capabilities, across more than 650 alternative payment methods. The company serves merchants across a variety of industries in North America, Europe, Asia Pacific, and Latin America. OCHO CANDY: Executes General Assignment for Benefit of Creditors ---------------------------------------------------------------- Development Specialists, Inc. on April 4 disclosed that on February 8, 2024, Ocho Candy, Inc., a Delaware Corporation ("Ocho" or the "Company"), executed a General Assignment for the Benefit of Creditors (the "Assignment") in favor of Ocho ABC a Delaware Series limited liability company (the "Assignee") in accordance with the applicable provisions of California law governing General Assignments for the Benefit of Creditors. Pursuant to the Assignment, the Company transferred to the Assignee for liquidation all of the Company's ownership of, and all of its rights to and in, the Company's tangible and intangible assets. The Assignee will, as appropriate, liquidate any such assets and rights, wind down the Company, and distribute any net proceeds to creditors of the Company that timely submit claims as instructed below. The Company was an organic chocolate confection manufacturer that operated out of Oakland, California until 2021 when it outsourced its manufacturing operations. Due to the COVID-19 pandemic, the company continued to be unprofitable, with no clear path to profitability. In early 2024, Ocho made the decision to shut down operations permanently and entered into the Assignment for the benefit of creditors. The Assignee has begun the process of marketing and selling off the intellectual property including the Company's proprietary recipes as listed below: Milk Chocolate Recipes Caramel Coconut Caramel & Peanut Peanut Butter & Jelly Peanut Butter Peppermint Dark Chocolate Recipes Peanut Butter Coconut Plant Based Recipes Classic Caramel Chocolate Caramel Coffee Caramel Cinnamon Caramel All inquiries should be directed to representatives of the Assignee, Development Specialists, Inc. Please contact Tom Frey at (312) 263-4141 or tfrey@dsiconsulting.com with a copy to Matthew Sorenson at msorenson@dsiconsulting.com. About DSI Development Specialists, Inc. (DSI) is one of the leading providers of management consulting and financial advisory services, including turnaround consulting, financial restructuring, litigation support, fiduciary services and forensic accounting. Its clients include business owners, private-equity investors, corporate boards, financial institutions, secured lenders, bondholders and unsecured creditors. For almost 48 years, DSI has been guided by a single objective: maximizing value for all stakeholders. With its highly skilled and diverse team of professionals, offices in the U.S. and international affiliates and an unparalleled range of experience, DSI has built a solid reputation as an industry leader. ONE MORE RECOVERY: Wins Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized One More Recovery, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. The Debtor's Secured Lenders are Fora Financial, Velocity Capital Group, and Channel Partners. Secured Lenders assert they are secured by a lien on and security interest in substantially all of the Debtor's Equipment, Accounts and Inventory. As adequate protection for the use of cash collateral, the Secured Lenders are granted replacement security liens on and replacement liens on all of the Debtor's Equipment, Inventory and Accounts, whether such property was acquired before or after the Petition Date. As additional adequate protection for the Secured Lenders, the Debtor will escrow and hold in trust for the benefit of the Secured Lenders 11% of its gross revenue pending the Final Hearing. The Replacement Liens will be equal to the aggregate diminution in value of the respective Collateral, if any, that occurs from and after the Petition Date. The Replacement Liens will be of the same validity and priority as the liens of Secured Lenders on their prepetition Collateral. The Replacements Liens will be subject and subordinate to: (a) professional fees and expenses of the attorneys, financial advisors and other professionals retained by any statutory committee if and when one is appointed; and (b) any and all fees payable to the United States Trustee pursuant to 28 U.S.C. section 1930(a)(6), the Subchapter V Trustee, and the Clerk of the Bankruptcy Court. A final hearing on the matter is set for April 23, 2024 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=BubsxA from PacerMonitor.com. About One More Recovery LLC One More Recovery LLC is a towing service provider in Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-30808) on March 22, 2024. In the petition signed by Tana Patterson, owner, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the case. Robert T DeMarc, Esq., at DEMARCO MITCHELL, PLLC, represents the Debtor as legal counsel. OPTIME LLC: Unsecured Creditors to Split $12K over 48 Months ------------------------------------------------------------ Optime LLC filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Small Business Plan of Reorganization. This Plan of Reorganization proposes to pay creditors of the Debtor from its cash flow from operations. This Plan provides for 1 class of unsecured claims. General unsecured creditors holding allowed claims will receive a total distribution of $12,000.00 -pro rata- on its claims. This Plan also provides for the payment of administrative and priority claims in full plus 3% statutory interest. Class 1 consists of General Unsecured Claims. This Class shall receive 48 monthly payments of $250.00 each until year 2028 with a total payout amount of $12,000.00. This class is impaired. The Debtor shall have sufficient funds to make all payments then due under this Plan. The funds to pay the amounts owed to the holders of the Priority Claims, Administrative expenses as well as unsecured claims included in Class 1, shall be obtained from the Debtor's continuation of the operation of its business. On the effective date of the plan, the operation of the Debtor's business and all other estate assets shall be and continue to be the general responsibility of the Debtor under its own management, that is, Mr. José Joel A. Vázquez Vicente, who will assume the same roles he has carried out as President of the Debtor. The Official shall, thereafter, have the responsibilities for the management, control and administration of Debtor's operation as he has done throughout this reorganization process. A full-text copy of the Plan of Reorganization dated April 1, 2024 is available at https://urlcurt.com/u?l=n1eoJ6 from PacerMonitor.com at no charge. Counsel to the Debtor: Nilda M. Gonzalez-Cordero, Esq. NILDA GONZALEZ-CORDERO LAW OFFICES P.O. Box 3389 Guaynabo, PR 00970 Tel. (787) 721-3437 (787) 724-2480 E-mail address: ngonzalezc@ngclawpr.com About Optime LLC Optime LLC, is in the business of manufacture and sale of textile products, specifically sports clothing and uniforms. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 23-02908) on September 14, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Nilda Gonzalez Cordero, Esq., of Nilda Gonzalez-Cordero Law Offices. PARADOX ENTERPRISES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Paradox Enterprises, LLC PO Box 235 Manchester, TN 37349 Business Description: Paradox Enterprises owns various properties valued at $6.1 million. Chapter 11 Petition Date: April 5, 2024 Court: United States Bankruptcy Court Eastern District of Tennessee Case No.: 24-10826 Judge: Hon. Nicholas W. Whittenburg Debtor's Counsel: Gray Waldron, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Ave S, Ste 303 Nashville, TN 37212 Tel: 629-777-6519 Fax: 615-777-3765 E-mail: gray@dhnashville.com Total Assets: $6,174,373 Total Liabilities: $13,012,125 The petition was signed by Eric Shelley as managing member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7CRDTBI/Paradox_Enterprises_LLC__tnebke-24-10826__0001.0.pdf?mcid=tGE4TAMA PARKLAND CORPORATION: DBRS Confirms BB Issuer Rating ---------------------------------------------------- DBRS Limited changed the trend on Parkland Corporation's (Parkland or the Company) Issuer Rating and Senior Unsecured Notes rating to Positive from Stable and confirmed the ratings at BB. Morningstar DBRS also confirmed the Recovery Rating on the Company's Senior Unsecured Notes at RR4. KEY CREDIT RATING CONSIDERATIONS The trend changes reflect a gradual strengthening of Parkland's business risk profile, which has benefitted from the successful integration of the Company's multiple acquisitions in recent years. Furthermore, the trend changes also acknowledge material improvement in Parkland's key credit metrics in 2023, driven by stronger-than-expected operating performance as well as notable debt reduction. On March 21, 2023, Morningstar DBRS confirmed Parkland's ratings at BB with Stable trends. At the time, Morningstar DBRS stated that a positive rating action could occur if Parkland's debt-to-EBITDA levels improved in line with Morningstar DBRS' expectations to levels below 4.0 times (x) on a normalized and sustainable basis, primarily driven by growth in operating income, including through the successful integration of recent acquisitions. Parkland has since reported its operating results for full-year 2023. EBITDA grew materially to approximately $1.9 billion in 2023 from $1.7 billion in 2022, benefitting from volume growth, relatively strong fuel margins, and the acquisition of the remaining 25% stake in SOL, which resulted in consolidation of the financial results, partially offset by a relatively lower contribution from refinery operations as a result of a planned turnaround. The Company allocated free cash flow of approximately $700 million, along with cash on hand, primarily toward debt reduction of approximately $750 million. As a result, key credit metrics improved materially in 2023, with debt-to-EBITDA improving to approximately 3.32x in 2023 from 4.13x in 2022 and cash flow from operations (before changes in working capital) as a percentage of debt, improving to above 20.0% from 16.8% in 2022. CREDIT RATING DRIVERS Morningstar DBRS could upgrade the ratings over the next two to four quarters if Parkland's operating performance were to track in line with Morningstar DBRS' expectations and key credit metrics were to remain at levels that are commensurate with a higher rating category (i.e., debt-to-EBITDA below 4.0x on a normalized and sustainable basis and EBITDA coverage comfortably above 4.5x). Conversely, although unlikely, Morningstar DBRS may change the trend back to Stable if weaker-than-expecting operating performance and/or aggressive financial management were to result in key credit metrics weakening again (i.e., debt-to-EBITDA ratio returns to above 4.0x). EARNINGS OUTLOOK Looking ahead, Parkland's earnings profile is expected to remain relatively strong for the current BB rating category, benefitting from integration synergies and organic volume growth, partially offset by ongoing volatility in the fuel margins. In the fuel segment, Morningstar DBRS expects volumes to increase in the low-mid-single digits from 27.6 million liters in 2023, while fuel gross margins on a cents-per-liter (cpl) basis are likely to stabilize in the near term. Additionally, we expect higher refinery utilization during the rest of the year to be able to fully offset the negative affects related to the temporary shutdown at the Burnaby refinery in Q1 2024. Morningstar DBRS anticipates the food and convenience business to continue to grow in the low to mid-single digits, benefitting from the M&M expansion rollout plans and enhancements to the rewards program with the introduction of Aeroplan partnership, as well as the full-year benefit of a convenience store network expansion in 2023. As such, Morningstar DBRS forecasts Parkland's EBITDA to increase toward $2.0 billion in 2024 and toward $2.1 billion in 2025. FINANCIAL OUTLOOK Parkland's financial profile is expected to remain relatively stable and strong for the current rating category, benefitting from growth in earnings, while debt levels remain relatively stable in the absence of any major leveraged acquisitions. Cash flow from operations should continue to track operating income, increasing to levels between $1.35 billion and $1.40 billion in 2024 and 2025, from approximately $1.3 billion in 2023. Morningstar DBRS anticipates capital expenditures to remain relatively stable at $500 million annually, while cash outflow on dividends should increase toward $260 million in 2025. The increase in dividends is partially due to the increase in the total number of shares, following the completion of the Sol acquisition-related share exchange. Morningstar DBRS expects that any free cash flow (after changes in working capital) will be used toward shareholder returns, modest debt reduction, or tuck-in acquisitions. As such, Morningstar DBRS expects Parkland's key credit metrics to remain relatively stable over the near to medium term, with debt-to-EBITDA leverage remaining around 3.5x in 2024 and 2025, largely within the Company's publicly stated net leverage target of 2.0x–3.0x . CREDIT RATING RATIONALE Parkland's ratings continue to be supported by its strong market position, diversified customer and supplier base, geographic diversification, and the sector's relatively high barriers to entry, while taking into account the industry's competitive nature, exposure to economic cycles, and volatility in refinery margins, as well as relatively medium- to long-term risks associated with the electric vehicle transition. Notes: All figures are in Canadian dollars unless otherwise noted. PARKWAY GENERATION: Moody's Affirms B1 Rating on Secured Loans -------------------------------------------------------------- Moody's Ratings affirmed Parkway Generation LLC's ("Parkway" or "Project") B1 rating on its senior secured credit facilities consisting of a $1.057 billion term loan B due 2029, $140 million term loan C due 2029, and $100 million revolving credit facility due 2027. The rating outlook has been revised to negative from stable. RATINGS RATIONALE The rating affirmation and outlook change to negative reflects Parkway's weaker-than-expected financial performance in 2023 owing to lower energy margin contributions than previously budgeted, and the expectation that credit metrics will remain weak through 2024. The rating action also contemplates Parkway's current liquidity position where its $100 million revolving credit facility is fully drawn. Moody's originally expected the Project would restore its liquidity position with proceeds from the sale of excess land located at the Kearny generation site. However, the asset sale transaction originally contemplated did not occur. Moody's understand that Parkway is currently engaged with other potential buyers; however, the valuation is expected to be significantly lower than the $62.5 million previously expected, and the closing is expected to occur later this year. In 2023, Parkway's financial performance was below both management's and Moody's expectation mainly due to narrower merchant energy margins. Although Parkway had hedged nearly half of the expected energy margin in 2023, the unhedged portion was exposed to low spark spreads. In 2024, Moody's expect credit metrics to be pressured owing to continuing weak power market fundamentals, and lower known capacity revenues following the capacity auction results for the EMAAC zone, which declined to $49.49/MW-day for the 2023/24 and $54.95/MW-day for the 2024/25 capacity year, from $97.86/MW-day for 2022/23. Elevated natural gas inventories following a mild winter this year are the primary cause for low natural gas prices and low wholesale power prices. Moody's understand that Parkway has been able to lock-in approximately $169 million of energy margins for 2024, which helps to mitigate Parkway's exposure to cash flow volatility. Additionally, the project just received approximately $40 million this month as it has recently executed a 100 MW 3-year prepaid heat rate call option transaction effective from November 2024 through October 2027. Proceeds from the pre-paid HRCO will be used to pay down the RCF, partially restoring the liquidity available under the revolver, which will help Parkway's liquidity position in the near term. Parkway's major maintenance capex in 2024 and 2025 which will be funded internally remains elevated leading to Parkway's credit metrics in the next 12-18 months to be lower than previously projected. Positive considerations supporting near term credit quality include the potential for higher capacity revenues from upcoming PJM auctions later this year, particularly in EMAAC, a capacity constrained PJM region, as well as an improving liquidity profile that should follow once the planned asset sale at the Kearney site is completed later this year. Additionally, Moody's views the recent formation of Alpha Generation (AlphaGen) as a credit positive for Parkway as AlphaGen will be responsible for Parkway's ongoing commercial and operational activities. Rating Outlook The negative outlook reflects Moody's belief that Parkway's financial performance will continue to underperform during 2024 owing to low market fundamentals within the wholesale power market. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade Given the negative outlook, the Project's rating is unlikely to be upgraded in the near term. Parkway's outlook could be revised to stable if capacity price results of the upcoming PJM capacity auction are significantly above Moody's expectation, leading to a Moody's DSCR that is towards the upper end of the 1.2x-1.3 range and Project CFO to Debt of at least 5% on a sustained basis, and if the Project demonstrates an ability to pay down incremental debt. Factors that could lead to a downgrade The rating could be downgraded if Parkway demonstrate challenges to restore its liquidity position during current unfavorable power market conditions, or if financial metrics does not exceed 1.2x DSCR and Project CFO to debt of 5% on a sustained basis. Profile Parkway is a holding company created to hold 100% interests of eight gas-fired power generation facilities totaling 4.8 GW of installed capacity, located in New Jersey and Maryland, within the PJM Interconnection. Parkway is majority owned by ArcLight Energy Partners Fund VII, an ArcLight fund. LIST OF AFFECTED RATINGS Issuer: Parkway Generation, LLC Affirmations: Senior Secured Bank Credit Facility, Affirmed B1 Outlook Actions: Outlook, Changed to Negative from Stable The principal methodology used in these ratings was Power Generation Projects published in June 2023. PECF USS: $2BB Bank Debt Trades at 26% Discount ----------------------------------------------- Participations in a syndicated loan under which PECF USS Intermediate Holding III Corp is a borrower were trading in the secondary market around 73.8 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $2 billion Term loan facility is scheduled to mature on December 15, 2028. About $1.96 billion of the loan is withdrawn and outstanding. PECF USS Intermediate Holding III Corporation is the issuing entity for a debt extended to United Site Services Inc., a provider of portable sanitation and related site services. PERSIMMON HOLLOW: Plan Exclusivity Period Extended to May 9 ----------------------------------------------------------- Judge Grace E. Robson of the U.S. Bankruptcy Court for the Middle District of Florida extended Persimmon Hollow Brewing Company, LLC's exclusive periods to file its plan of reorganization and obtain acceptance thereof to May 9 and July 8, 2024, respectively. Persimmon Hollow Brewing Company, LLC is represented by: Richard R. Thames, Esq. Thames | Markey 50 North Laura Street, Suite 1600 Jacksonville, FL 32202 Telephone: (904) 358-4000 Email: rrt@thamesmarkey.law About Persimmon Hollow Brewing Co. Persimmon Hollow Brewing Company, LLC, owns and operates a brewery and taproom in DeLand, FL. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Banke. M.D. Fla. Case No. 23-04742) on Nov. 10, 2023. In the petition signed by Robert Burnette, president and chief manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Grace E. Robson oversees the case. Richard R. Thames, Esq., at THAMES | MARKEY, is the Debtor's legal counsel. PERSPECTIVES INC: Steven Nosek Named Subchapter V Trustee --------------------------------------------------------- The Acting U.S. Trustee for Region 12 appointed Steven Nosek as Subchapter V trustee for Perspectives, Inc. Mr. Nosek will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Nosek declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Steven B. Nosek 10285 Yellow Circle Drive Hopkins, MN 55343 Email: snosek@noseklawfirm.com About Perspectives Inc. Perspectives, Inc. is a human service program that addresses society's most pressing issues: equity, diversity, inclusion, homelessness, poverty, addiction, mental illness, food security, and lack of access to life-changing opportunities for disenfranchised women and children. It is based in St. Louis Park, Minn. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 24-40832) on March 28, 2024, with $1 million to $10 million in both assets and liabilities. Susan Grafton, chair of the Board of Directors, signed the petition. Judge Katherine A. Constantine presides over the case. Steven R. Kinsella, Esq., at Fredrikson & Byron, P.A. represents the Debtor as legal counsel. PGT INNOVATIONS: S&P Withdraws 'B+' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings removed its ratings on PGT Innovations Inc. from CreditWatch, where it placed them with positive implications on Dec. 21, 2023. At the same time, S&P withdrew all of its ratings on the company, including its 'B+' issuer credit rating, following the close of its acquisition by MI Windows and Doors LLC because all of its rated debt had been repaid. PHILADELPHIA SCHOOL: Fitch Puts BB+ IDR Under Criteria Observation ------------------------------------------------------------------ Fitch Ratings placed various US mid-atlantic region local government ratings under criteria observation following the publication of Fitch's revised 'U.S. Public Finance Local Government Rating Criteria' on April 2, 2024. Among others, Fitch placed the BB+ longterm Issuer Default Rating on the Philadelphia School District under criteria observation. The ratings placed on UCO will require additional information and analysis to fully assess the effect of the criteria on the ratings. While these ratings may be affected by the criteria changes, not all of the ratings designated as UCO will necessarily be upgraded or downgraded. Placement on the UCO list does not indicate a change in the underlying credit profile, nor does it affect existing Rating Outlooks or Rating Watch statuses. Fitch will review all the ratings designated as UCO as soon as practicable but no later than six months from the date of the criteria release. The Other Entities involved are: - Ocean City (MD) [General Government] - Orangeburg County (SC) [General Government] - Isle of Wight County (VA) [General Government] - Henrico County (VA) [General Government] - Falls Church (VA) [General Government] - Warren County (VA) [General Government] - Sanford (NC) [General Government] - Virginia Beach (VA) [General Government] - Roanoke County (VA) [General Government] - Roanoke (VA) [General Government] - Campbell County (VA) [General Government] - Wicomico County (MD) [General Government] - Greensboro (NC) [General Government] - Spotsylvania County (VA) [General Government] - Winston-Salem (NC) [General Government] - Annapolis (MD) [General Government] - Purcellville (VA) [General Government] - Dauphin County (PA) [General Government] - Washington County (VA) [General Government] - Horry County (SC) [General Government] - Franklin County (VA) [General Government] - Fredericksburg (VA) [General Government] - Philadelphia (PA) [General Government] - Petersburg (VA) [General Government] - Hampton (VA) [General Government] - Franklin County (NC) [General Government] - Calvert County (MD) [General Government] - Portsmouth (VA) [General Government] - Norfolk (VA) [General Government] - Montgomery County (PA) [General Government] - Lynchburg (VA) [General Government] - Rocky Mount (NC) [General Government] - Aberdeen (MD) [General Government] - Anne Arundel County (MD) [General Government] - Pittsburgh (PA) [General Government] - Worcester County (MD) [General Government] - Spartanburg County (SC) [General Government] - Prince George's County (MD) [General Government] - Guilford County (NC) [General Government] - Wilmington (NC) [General Government] - Rutherford County (NC) [General Government] - Richmond (VA) [General Government] - Suffolk (VA) [General Government] - Forsyth County (NC) [General Government] - Colonial Heights (VA) [General Government] - Frederick (MD) [General Government] - Charleston County (SC) [General Government] - Brunswick County (NC) [General Government] - Talbot County (MD) [General Government] - Richland County School District No. 2 (SC) - Pittsylvania County (VA) [General Government] - Philadelphia Energy Authority (PA) - Philadelphia Municipal Authority (PA) - Guilford County (NC) - Sanford (NC) - Roanoke County Economic Development Authority (VA) - Rocky Mount (NC) - Lynchburg (VA) - Philadelphia (PA) - Falls Church (VA) - Aberdeen (MD) - Calvert County (MD) - Franklin County Industrial Development Authority (VA) - Greensboro (NC) - Campbell County Industrial Development Authority (VA) - Roanoke (VA) - Guilford County Public Facilities Corporation - Rutherford County (NC) - Henrico County (VA) - Pennsylvania Economic Development Financing Authority (PA) - Charleston County (SC) - Fredericksburg (VA) - Brunswick County (NC) - Fredericksburg Economic Development Authority (VA) - Richland County School District No. 2 (SC) - Roanoke County (VA) - Suffolk (VA) - Isle of Wight County (VA) - Pennsylvania State Public School Building Authority (PA) - Talbot County (MD) - Philadelphia School District (PA) - Spotsylvania County Economic Development Authority (VA) - Orangeburg County Facilities Corporation (SC) - Franklin County (VA) - Pittsylvania County (VA) - Philadelphia Parking Authority (PA) - Colonial Heights (VA) - Washington County (VA) - Philadelphia Authority For Industrial Development (PA) - Virginia Public School Authority - Annapolis (MD) - Montgomery County Redevelopment Authority (PA) - Washington County Industrial Development Authority (VA) - Franklin County (NC) - Henrico County Economic Development Authority (VA) - Orangeburg County (SC) - Petersburg (VA) - Pittsburgh (PA) - Worcester County (MD) - Philadelphia Redevelopment Authority (PA) - Prince George's County (MD) - Richmond (VA) - Wicomico County (MD) - Ocean City (MD) - Norfolk (VA) - Forsyth County (NC) - Hampton (VA) - Virginia Beach (VA) - Spartanburg County (SC) - Portsmouth (VA) - Horry County (SC) - Wilmington (NC) - Virginia Beach Development Authority - Frederick (MD) - Spotsylvania County (VA) - Anne Arundel County (MD) - Winston-Salem (NC) - Purcellville (VA) A list of the Affected Ratings is available at: https://tinyurl.com/y3t7us2h SECURITY Bond security varies by issuance. KEY RATING DRIVERS The new criteria utilize a model-supported rating methodology that incorporates historical and forward-looking performance of select credit metrics and a structured notching framework to communicate the relative creditworthiness of the local government. The Model Implied Rating will be the Issuer Default Rating (IDR) except in certain circumstances explained in the criteria. The IDR analysis for U.S. local governments groups rating factors into three Key Rating Drivers that respectively capture the issuer's Financial Profile, Demographic and Economic Strength and Long-Term Liability Burden. The Financial Profile assessment reflects the degree of the local government's financial resilience and the sensitivity of revenues to economic stress. The Demographic and Economic Strength assessment reflects the durability and growth prospects for an issuer's economic base, which underpins its ability to generate financial resources and help to inform a forward-looking view on both the sustainability of its debt profile and how its revenue volatility may change over time. The Long-Term Liability Burden assessment is designed to evaluate the ability of a local government's economic and fiscal resources to support its long-term debt and retiree benefit obligations. The model utilizes 11 key metrics categorized by the Key Rating Drivers. Metrics are presented as both absolute measures and as percentiles relative to other Fitch-rated U.S. local governments. A metric in the 100th percentile is the strongest in the portfolio, relative to historical data. The analysis of security ratings (e.g. general obligation debt and various general fund-backed obligations, as well as bonds backed by sales, tourism, fuel and other dedicated taxes) is substantially unchanged, aside from the rating of bonds backed by an absolute and non-cancellable covenant to pay debt service equal to that of the issuer's IDR if the issuer's revenues supporting the covenant are broad based and controllable. RATING SENSITIVITIES FACTORS THAT COULD, INDIVIDUALLY OR COLLECTIVELY, LEAD TO A POSITIVE RATING ACTION/UPGRADE - An increase in fund balance to above the upper bound of the current resilience assessment range given the issuer's budget flexibility; - A decrease in the long-term liability burden metrics; - Improved underlying economic and demographic performance including but not limited to sustained higher population and resident income and lower unemployment. FACTORS THAT COULD, INDIVIDUALLY OR COLLECTIVELY, LEAD TO A NEGATIVE RATING ACTION/DOWNGRADE - A decline in fund balance to less than the lower bound of the current resilience assessment range given the issuer's budget flexibility; - An increase in the long-term liability burden metrics; - Weakened underlying economic and demographic performance including but not limited to persistent population loss, rising unemployment and lower resident income. CREDIT PROFILE The U.S. Public Finance Local Government Rating Criteria outlines Fitchs' methodology for assigning new and monitoring existing credit ratings on debt issued by, or on behalf of, U.S. local governments. Local governments are defined as governmental jurisdictions below the state level, which include cities, counties, school districts and special districts, among others. The criteria can also support the assessment of tax-supported hospital districts, water and/or sewer utilities, public transit systems or other enterprises with tax support, in conjunction with Fitch's "U.S. Public Sector Revenue-Supported Entities Rating Criteria" or relevant sector criteria, where applicable. ESG CONSIDERATIONS ESG Relevance Scores of each issuer will be reviewed during the UCO resolution. PHILIP TRIGIANI: Case Summary & Nine Unsecured Creditors -------------------------------------------------------- Debtor: Philip Trigiani Acupuncture, PC 470 W End Ave, Apt 1C New York, NY 10024 Business Description: The Debtor is a wellness center which conducts business out of it premises located at 470 West End Ave., Apt. 1C, New York, NY 10024. Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-13391 Debtor's Counsel: Brian G Hannon, Esq. NORGAARD OBOYLE HANNON 184 Grand Avenue Englewood, NJ 07631 Tel: (201) 871-1333 Email: bhannon@norgaardfirm.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Philip Trigiani as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4447KGQ/Philip_Trigiani_Acupuncture_PC__njbke-24-13391__0001.0.pdf?mcid=tGE4TAMA PRECIPIO INC: Reports $5.85 Million Net Loss in 2023 ---------------------------------------------------- Precipio Inc. filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $5.85 million for the year ended December 31, 2023, compared to a net loss of $12.2 million for the year ended December 31, 2022. As of December 31, 2023, the Company has $18.1 million in total assets, $3.7 million in total liabilities, and $14.4 million in total stockholders' equity. New Haven, CT-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-K is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1043961/000155837024004365/prpo-20231231x10k.htm About Precipio Omaha, Nebraska-based Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare solutions company focused on cancer diagnostics. Its business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents, and services. PRESSURE BIOSCIENCES: Delays Filing of 2023 Annual Report --------------------------------------------------------- Pressure BioSciences, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2023. Pressure Biosciences was unable, without unreasonable effort or expense, to file its Annual Report by the April 1, 2024 filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Annual Report. As a result, the Company is still in the process of compiling required information to complete the Annual Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the year ended Dec. 31, 2023 to be incorporated in the Annual Report. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. About Pressure Biosciences South Easton, Mass.-based, Pressure Biosciences Inc. -- http://www.pressurebiosciences.com-- develops and sells innovative, broadly enabling, high pressure-based platform technologies and related consumables for the worldwide life sciences, agriculture, food and beverage, and other key industries. Pressure Biosciences reported a net loss of $16.08 million for the year ended Dec. 31, 2022, compared to a net loss of $20.15 million for the year ended Dec. 31, 2021. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 12, 2023, citing that the Company has suffered recurring negative cash flows from operations and has a working capital deficit that raises substantial doubt about its ability to continue as a going concern. QUORUM HEALTH: $732.2MM Bank Debt Trades at 33% Discount -------------------------------------------------------- Participations in a syndicated loan under which Quorum Health Corp is a borrower were trading in the secondary market around 66.9 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $732.2 million Term loan facility is scheduled to mature on April 29, 2025. About $612.8 million of the loan is withdrawn and outstanding. Quorum Health Corporation is an operator and manager of hospitals and outpatient services in non urban areas of the US. RADNET MANAGEMENT: S&P Assigns 'B+' Rating on New $840MM Term Loan ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to RadNet Management Inc.'s proposed $840 million term loan. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. RadNet also plans to refinance and upsize its existing revolver to $250 million from $195 million and extend the maturity to 2029. S&P said, "We expect the company will use the proceeds to repay its existing $679 million term loan, cover about $13 million of transaction fees, and increase cash on balance sheet. The proposed transaction will marginally increase adjusted (gross) leverage by about 0.5x turns. "Our 'B+' issuer credit rating and stable outlook are unchanged. This reflects the company's decent scale (about $1.6 billion in annual revenue), good profitability (low-20% EBITDA margins), and strong revenue growth. These are offset by aggressive leverage (generally 4x-5x), an aggressive growth strategy involving substantial spending on growth capital expenditure, and limited barriers to competition. We expect the company will have about $670 million cash on balance sheet after this transaction closes, which we believe it may use to pursue acquisitions." Issue Ratings - Recovery Analysis Key analytical factors -- Post transaction close, RadNet's capital structure will consist of a $250 million revolving credit facility (due 2029) and a $840 million first-lien term loan (due 2031), issued by RadNet Management Inc. a subsidiary of RadNet Inc. -- The company's balance sheet also reflects a $50 million revolving credit facility (due 2027) and a $150 million first-lien term loan (due 2027) issued by New Jersey Imaging Networks (NJIN), a joint venture representing about 12% of the company' EBITDA. RadNet is neither a borrower nor guarantor on NJIN debt (unrated) so that debt only has claims to the NJIN assets. -- The company's balance sheet also consolidates results from four other joint ventures representing about 30% of the company's EBITDA. On average, the company owns about 65% of these subsidiaries. -- S&P's '3' recovery rating on RadNet's first-lien term loan indicates its expectation of average (50%-70%; rounded estimate: 60%) recovery. -- S&P's simulated default scenario contemplates a default in 2028, precipitated by intensified competition, cost increases, and declining reimbursement rates. -- S&P valued RadNet on a going-concern basis using a 5.5x multiple of its projected emergence-level EBITDA, consistent with our treatment of similar peers. Simulated default assumptions -- Simulated year of default: 2028 -- EBITDA at emergence: $160 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $836 million -- Valuation split (obligor/NJIN/other consolidated joint ventures): 58%/12%/30% -- Collateral value available to Radnet's first-lien creditors : $630 million -- RadNet's secured first-lien debt (excluding NJIN): $1,051 million --Recovery expectations: 50%-70%; rounded estimate: 60% Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RAND PARENT: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable -------------------------------------------------------------- Moody's Ratings has affirmed the Ba1 corporate family rating of Rand Parent, LLC and the Ba1 ratings of its senior secured first lien term loan, senior secured notes and senior secured first lien revolving credit facility. Rand is the parent of Atlas Air Worldwide Holdings, Inc., a global provider of air cargo services. The outlook remains stable. RATINGS RATIONALE Moody's affirmed Rand's Ba1 CFR in consideration of Atlas' strong competitive position in outsourced cargo transport services globally, its history of good operating and net profit margins, and Moody's expectation that Rand's debt-to-EBITDA leverage will decline on the strength of its performance over the next two years. Credit challenges include Atlas' revenue concentrations with logistics company DHL Group (owned by Deutsche Post AG, A2, stable), the US military and Amazon.com, Inc. (A1 stable). This challenge is partially offset by the strong creditworthiness of these customers, their long-term need for essential cargo transport services, and Atlas' strong record of contract renewals. The company also has a high reliance on secured debt that encumbers its most valuable assets, which constrains its liquidity strength and flexibility. Rand became the parent of Atlas in March 2023 upon the closing of its acquisition by an investor group led by funds managed by affiliates of Apollo Global Management, Inc. together with investment affiliates of J.F Lehman & Company and Hill City Capital. Over the last several years, Atlas' operating performance has benefited from the growing penetration of e-commerce in global markets, particularly in the Asia-Pacific trade corridors, which has steadily driven cargo air transportation volumes higher. Many companies based in Asia require that their products reach key markets, including the US, in a timely and efficient manner for competitive reasons, leading to increased demand for dedicated time-definite air cargo networks. Atlas specializes in wide-body dedicated freighter aircraft that are well-suited to fulfill this type of transportation need. Nevertheless, growing competition for transport of cargo volumes and lower charter business with the US Department of Defense reduced Atlas' revenues in 2023. Most competitor air cargo specialists similarly experienced softer demand conditions in 2023 that weakened operating results. But in Q4 2023, Atlas' revenues and cash flow strengthened, leading to results roughly in line with Q4 2022 performance and creating a basis for good operating performance expectations in 2024. Additionally, the company achieved its targeted $80 million annualized cost reductions in 2023 and expects to further reduce costs by $115 million through additional initiatives over the next two years. Like competitors, Atlas will continue to contend with global economic challenges and policy developments that affect international trade volumes, and which contribute to the overall cyclicality of the sector. Rand's debt-to-EBITDA measured 4.1x for the year ended December 31, 2023 (Moody's adjusted), compared to Atlas' 2.8x for 2022, prior to the closing of the take-private transaction that added approximately $1 billion of indebtedness on a combined basis. After further EBITDA adjustments, including for merger related items, the company's debt-to-EBITDA measured 3.5x for 2023. Lower adjusted EBITDA in 2023 compared to 2022 limited the company's ability to reduce leverage during the year. More recently improving air cargo transportation trends that help lift revenues, together with further cost reduction initiatives, should strengthen EBITDA, contributing to a reduction in leverage going forward. If Rand's leverage remains above 3.5x for a sustained period, the firm's ratings could be negatively affected. The Ba1 rating assigned to Rand's first lien secured term loan, senior secured notes and revolving credit facility reflect the priority of the facilities in Rand's capital structure, the strong collateral coverage provided by aircraft, engines and other assets pledged to the creditors, as well as the guarantees provided by certain asset-owning and operating subsidiaries and Rand's parent Rand Midco, LLC. The rating also recognizes that all of Rand's debt capital is secured. The stable outlook is based on Moody's expectation that Atlas' earnings and profitability measures will compare well with peers amid competition and economic conditions that have challenged the sector in recent years; that Rand's debt-to-EBITDA leverage will be sustained at less than 3.5x; and that the company will effectively manage liquidity over the outlook horizon. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Rand's ratings if: 1) the company maintains a profitability ratio of net income to average managed assets that continues to compare well with peers as economic conditions weaken; 2) debt-to-EBITDA is sustainably less than 3.0x; 3) customer concentrations do not increase and are effectively managed; and 4) the company maintains strong liquidity coverage of at least 120% of its debt refinancing and capital expenditure requirements. Moody's could downgrade Rand's ratings if: 1) the company reports a material decline in revenues or rise in operating costs that materially weaken margins; 2) debt-to-EBITDA leverage remains sustainably above 3.5x; 3) the company loses a top customer relationship, undermining revenue expectations and weakening aircraft utilization; or 4) liquidity coverage deteriorates. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. RAND PARENT: S&P Lowers Senior Secured Debt Ratings to 'BB-' ------------------------------------------------------------ S&P Global Ratings lowered its issue-level ratings and recovery ratings on Rand Parent LLC's existing revolving credit facility, term loan B, and senior secured notes to 'BB-' and '3' (rounded estimate: 60%), respectively, from 'BB' and '2' (rounded estimate: 70%). The AR facility is unrated. Rand, parent of Atlas Air Worldwide Holdings Inc., has entered into a new $150 million accounts receivable (AR) securitization facility as an additional source of liquidity to fund future capital needs, including aircraft pre-delivery deposit payments. S&P said, "Our 'BB-' issuer credit rating and stable outlook on Atlas are unchanged and reflect relatively steady operations over the next few years. Atlas continues to benefit from its scale across a global network, diverse fleet mix, and long-standing relationships with blue-chip customers. The new facility does not materially impact our view on credit metrics. We forecast funds from operations (FFO) to debt in the 15%-20% range over the next few years, with leverage remaining below 5x." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- The '3' recovery rating on the $794 million senior secured term loan facility, the $850 million senior secured notes, and the $300 million revolving credit facility reflects its expectation of a meaningful (50%-70%, rounded estimate: 60%) recovery in the event of a payment default. They are secured on a pari passu basis by 50 aircraft, in addition to spare engines and parts inventory. -- S&P's simulated default scenario contemplates a default occurring in 2028, as a prolonged economic downturn results in loss of customers, and a material decline in revenue together with competitive pressures, adversely affect Rand's margins and cash -- Other default assumptions include the revolver 85% drawn at default, and the new AR facility (not rated) with priority claim and 100% drawn at default. Simulated default assumptions: -- Year of default: 2028 -- S&P uses a discrete asset valuation to estimate the enterprise value at emergence. Specifically, it depreciates the current appraised values of all owned aircraft in the fleet to the default year, and then apply distressed realization rates, depending on the desirability of the aircraft. Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $2.5 billion -- Valuation split (obligor/nonobligor): 54%/46% -- Priority claims: $155 million -- Value available to the first-lien secured claims: $1.2 billion -- Total first-lien claims: $1.9 billion --Recovery expectations: 50%-70% (rounded estimate: 60%) Notes: Debt amounts include six months of accrued interest that S&P assumes will be owed at default. Collateral value includes asset pledges from obligors (after priority claims) plus equity pledges in nonobligors. REAL BRANDS: Incurs $1.3 Million Net Loss in 2023 ------------------------------------------------- Real Brands Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $1.33 million on $60,453 of total revenue for the year ended Dec. 31, 2023, compared to a net loss of $905,944 on $11,133 of total revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $1.28 million in total assets, $2.58 billion in total liabilities, and a total stockholders' deficit of $1.30 million. The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has recurring net losses and negative cash flows from operations which raises substantial doubt about its ability to continue as a going concern. Real Brands said, "We had limited operations during 2023 due to a lack of funds to purchase inventory and to market our products. We continue to pursue additional sources of capital though we have no current arrangements with respect to, or sources of, additional financing at this time and there can be no assurance that any such financing will become available. We will need to raise additional capital in order to execute on our business plan. We intend on raising additional capital in the short term by selling equity through private placements." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1084133/000126493124000007/realk2023.htm About Real Brands Headquartered in North Providence, RI, Real Brands Inc. is a publicly traded, vertically integrated, early entrant (2017) in the hemp-derived cannabinol ("CBD") market that specializes in hemp CBD oil/isolate extraction, wholesaling of CBD oils and isolate, manufacturing, production and sales of hemp-derived CBD consumer, celebrity brands, and white label products. REDDI RENTS ONE: Case Summary & 17 Unsecured Creditors ------------------------------------------------------ Debtor: Reddi Rents One LLC 525 Dee Lane Roselle, IL 60172 Chapter 11 Petition Date: April 5, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-05022 Judge: Hon. Janet S. Baer Debtor's Counsel: Paul M. Bach, Esq. BACH LAW OFFICES P.O. Box 1285 Northbrook, IL 60065 E-mail: paul@bachoffices.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ramana Reddi as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4OE7PVA/Reddi_Rents_One_LLC__ilnbke-24-05022__0001.0.pdf?mcid=tGE4TAMA REDDI RENTS THREE: Case Summary & 14 Unsecured Creditors -------------------------------------------------------- Debtor: Reddi Rents Three LLC 904 S Roselle Rd Ste 257 Schaumburg, IL 60193 Chapter 11 Petition Date: April 5, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-05023 Judge: Hon. Janet S. Baer Debtor's Counsel: Paul M. Bach, Esq. BACH LAW OFFICES P.O. Box 1285 Northbrook, IL 60065 E-mail: paul@bachoffices.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Raman Reddi as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4W4ND7Y/Reddi_Rents_Three_LLC__ilnbke-24-05023__0001.0.pdf?mcid=tGE4TAMA REDSTONE HOLDCO 2: $1.11BB Bank Debt Trades at 20% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Redstone Holdco 2 LP is a borrower were trading in the secondary market around 80.4 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.11 billion Term loan facility is scheduled to mature on April 27, 2028. The amount is fully drawn and outstanding. Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of the buyout of the RSA Security business from Dell Inc. RESTIERI HEALTHCARE: Jerrett McConnell Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq., at McConnell Law Group, P.A. as Subchapter V trustee for Restieri Healthcare Services, LLC. Mr. McConnell 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. McConnell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jerrett M. McConnell, Esq. McConnell Law Group, P.A. 6100 Greenland Rd., Unit 603 Jacksonville, FL 32258 Phone: (904) 570-9180 Email: info@mcconnelllawgroup.com About Restieri Healthcare Services Restieri Healthcare Services, LLC, doing business as High Springs Family Chiropractic, is a chiropractor in High Springs, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-10070) on March 29, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Lawrence T. Restieri, manager, signed the petition. Judge Karen K. Specie presides over the case. Daniel R. Fogarty, Esq., at Stichter, Riedel, Blain & Postler, P.A. represents the Debtor as legal counsel. REVA HOSPITALITY: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Reva Hospitality Wylie LLC d/b/a Holiday Inn Express Wylie 2200 W. FM 544 Wylie TX 75098-4991 Chapter 11 Petition Date: April 1, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-30973 Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Tel: (972) 503-4033 E-mail: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mehul Gajera 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/4BQJC2Y/Reva_Hospitality_Wylie_LLC__txnbke-24-30973__0001.0.pdf?mcid=tGE4TAMA RITE AID: $425MM Bank Debt Trades at 32% Discount ------------------------------------------------- Participations in a syndicated loan under which Rite Aid Corp is a borrower were trading in the secondary market around 68.2 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $425 million Term loan facility is scheduled to mature on August 20, 2026. About $398.1 million of the loan is withdrawn and outstanding. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy. Its wholly owned subsidiaries include 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 Corporation and various affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition signed by Jeffrey S. Stein, their chief executive officer and chief restructuring officer, Rite Aid Corp. disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the jointly consolidated 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, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructing Administration as claims and noticing agent. Kramer Levin Naftalis & Frankel LLP, serves as counsel to the Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP serves as co-counsel to the Committee. A Tort Claimants Committee is represented by Akin Gump Strauss Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl, Rose & Podolsky, P.A as local counsel. The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised of parents and guardians advocating on behalf of children born with Neonatal Abstinence Syndrome, and who assert general unsecured claims on account of the children's fetal opioid exposure. DLA Piper LLP (US) serves as counsel to Medimpact Healthcare Systems, Inc., the buyer of the Elixir pharmacy benefits management business. Greenberg Traurig, LLP, and Choate Hall & Stewart LLP serve as co-counsel to Bank of America, N.A., the administrative agent for the prepetition first lien lenders and the DIP lenders. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP represent the Ad Hoc Group of Secured Noteholders. FTI Consulting and Evercore is serving or served as financial advisors to the bondholders. * * * The Debtors filed with the Bankruptcy Court a Second Amended Joint Chapter 11 Plan of Reorganization dated March 28, 2024. A full-text copy of the Second Amended Joint Plan is available at https://urlcurt.com/u?l=gBadOD from Kroll Restructuring, claims agent. The bankruptcy-exit plan proposes to turn over most of the Company's equity to its bondholders but leaves open the possibility of a sale. The Plan will slash about $2 billion in debt and distribute $47.5 million to junior creditors that include individuals and local governments who have sued Rite Aid amid the opioid crisis. The Company is still finalizing settlements that are critical to the restructuring, including an agreement that would resolve a U.S. Department of Justice investigation into its opioid sales. Rite Aid said in court papers the $47.5 million is a "gift" to junior creditors as per settlements with higher-priority creditors. Junior creditors will also receive a 10% equity stake in reorganized Rite Aid, as well as the ability to pursue additional recoveries through further litigation or insurance payouts. The Court has permitted Rite Aid to begin solicitation of Plan votes. RIVERDALE VILLAGE: Fitch Puts 'CC' IDR Under Criteria Observation ----------------------------------------------------------------- Fitch Ratings has placed various US midwest region local government ratings under criteria observation following the publication of Fitch's revised 'U.S. Public Finance Local Government Rating Criteria' on April 2, 2024. Among others, Fitch has placed the CCC longterm Issuer Default Rating of the general government of Riverdale Village, Illinois, under criteria observation. The ratings placed on UCO will require additional information and analysis to fully assess the effect of the criteria on the ratings. While these ratings may be affected by the criteria changes, not all of the ratings designated as UCO will necessarily be upgraded or downgraded. Placement on the UCO list does not indicate a change in the underlying credit profile, nor does it affect existing Rating Outlooks or Rating Watch statuses. Fitch will review all the ratings designated as UCO as soon as practicable but no later than six months from the date of the criteria release. The Other Entities involved are: - Beachwood (OH) [General Government] - Akron (OH) [General Government] - DuPage County (IL) [General Government] - East Lansing (MI) [General Government] - Cook County (IL) [General Government] - Chicago Park District (IL) - Cincinnati City School District (OH) - Evanston (IL) [General Government] - Norton (OH) [General Government] - Fairfield City School District (OH) - Waukegan Board of Library Trustees (IL) - Charter Township of Chesterfield (MI) [General Government] - Olathe (KS) [General Government] - Dane County (WI) [General Government] - Princeton City School District Board of Education (OH) - Hamilton County (OH) [General Government] - St. Louis (MO) [General Government] - Romeoville Village (IL) [General Government] - St. Louis Public Library (MO) - Chicago Board of Education (IL) - Kendall, Kane, & Will Counties Community Unit School District -- No. 308 (IL) - Milwaukee (WI) [General Government] - Bloomington (IL) [General Government] - West Ottawa Public Schools (MI) - Champaign (IL) [General Government] - Wayne County (MI) [General Government] - New Albany-Plain Local School District (OH) - Bridgeview Village (IL) [General Government] - Indianapolis (IN) [General Government] - Columbia (MO) [General Government] - Battle Creek (MI) [General Government] - Hendricks County (IN) [General Government] - Addison Village (IL) [General Government] - Chicago (IL) [General Government] - Hinsdale Village (IL) [General Government] - Minneapolis Special School District No. 1 (MN) - Yorkville (IL) [General Government] - Skokie (IL) [General Government] - Topeka Unified School District No. 501 Shawnee County (KS) - City Colleges of Chicago Community College District No. 508 (IL) - Louisville-Jefferson County Metro Government (KY) [General Government] - Normal (IL) [General Government] - Royal Oak (MI) [General Government] - Hamilton City School District (OH) - Elgin (IL) [General Government] - Kansas City (MO) [General Government] - Parma (OH) [General Government] - Tippecanoe County (IN) [General Government] - Sedgwick County (KS) [General Government] - Dodge City Unified School District No. 443 Ford County (KS) - Cuyahoga County (OH) [General Government] - Pleasant Ridge (MI) [General Government] - Dayton City School District (OH) - Chicago Sales Tax Securitization Corporation (IL) - Mount Prospect (IL) [General Government] - Unified School District No. 290 Franklin County, Kansas (Ottawa) (KS) - City of Coralville (IA) [General Government] - Minneapolis Special School District No. 1 (MN) - Columbia (MO) - Louisville-Jefferson County Metro Government (KY) - Mount Prospect (IL) - Royal Oak (MI) - Parma (OH) - Romeoville Village (IL) - East Lansing (MI) - Kansas City Industrial Development Authority (MO) - Sedgwick County (KS) - City Colleges of Chicago Community College District No. 508 (IL) - Dodge City Unified School District No. 443 Ford County (KS) - Normal (IL) - Chicago (IL) - Beachwood (OH) - Waukegan Board of Library Trustees (IL) - Champaign (IL) - Evanston (IL) - Indianapolis Local Public Improvement Bond Bank (IN) - Battle Creek (MI) - Milwaukee (WI) - Tippecanoe County (IN) - Bloomington (IL) - Skokie (IL) - Elgin (IL) - Unified School District No. 290 Franklin County, Kansas (Ottawa) (KS) - St. Louis (MO) - Princeton City School District Board of Education (OH) - Cook County (IL) - Wayne County (MI) - Jefferson County Capital Projects Corp. (KY) - St. Louis Municipal Finance Corporation (MO) - New Albany-Plain Local School District (OH) - Hendricks County Building Facilities Corp. (IN) - Chicago Board of Education (IL) - Olathe (KS) - Sedgwick County Public Building Commission (KS) - St. Louis Municipal Library District (MO) - Kansas City Municipal Assistance Corp. (MO) - Milwaukee Redevelopment Authority (WI) - Norton (OH) - Dayton City School District (OH) - Pleasant Ridge (MI) - Charter Township of Chesterfield (MI) - Chicago Park District (IL) - Topeka Unified School District No. 501 Shawnee County (KS) - Fairfield City School District (OH) - West Ottawa Public Schools (MI) - Kendall, Kane, & Will Counties Community Unit School District No. 308 (IL) - Hinsdale Village (IL) - Yorkville (IL) - Cincinnati City School District (OH) - Addison Village (IL) - Detroit/Wayne County Stadium Authority (MI) - Cuyahoga County (OH) - Riverdale Finance Corporation (IL) - Bridgeview Village (IL) - DuPage County (IL) - Chicago Sales Tax Securitization Corporation (IL) - Kansas City (MO) - City of Coralville (IA) - Dane County (WI) - St. Louis Public Library (MO) - Akron (OH) - Indianapolis (IN) - Hamilton City School District (OH) - Hamilton County (OH) - Riverdale Village (IL) A list of the Affected Ratings is available at: https://tinyurl.com/ype7h388 SECURITY Bond security varies by issuance. KEY RATING DRIVERS The new criteria utilize a model-supported rating methodology that incorporates historical and forward-looking performance of select credit metrics and a structured notching framework to communicate the relative creditworthiness of the local government. The Model Implied Rating will be the Issuer Default Rating (IDR) except in certain circumstances explained in the criteria. The IDR analysis for U.S. local governments groups rating factors into three Key Rating Drivers that respectively capture the issuer's Financial Profile, Demographic and Economic Strength and Long-Term Liability Burden. The Financial Profile assessment reflects the degree of the local government's financial resilience and the sensitivity of revenues to economic stress. The Demographic and Economic Strength assessment reflects the durability and growth prospects for an issuer's economic base, which underpins its ability to generate financial resources and help to inform a forward-looking view on both the sustainability of its debt profile and how its revenue volatility may change over time. The Long-Term Liability Burden assessment is designed to evaluate the ability of a local government's economic and fiscal resources to support its long-term debt and retiree benefit obligations. The model utilizes 11 key metrics categorized by the Key Rating Drivers. Metrics are presented as both absolute measures and as percentiles relative to other Fitch-rated U.S. local governments. A metric in the 100th percentile is the strongest in the portfolio, relative to historical data. The analysis of security ratings (e.g. general obligation debt and various general fund-backed obligations, as well as bonds backed by sales, tourism, fuel and other dedicated taxes) is substantially unchanged, aside from the rating of bonds backed by an absolute and non-cancellable covenant to pay debt service equal to that of the issuer's IDR if the issuer's revenues supporting the covenant are broad based and controllable. RATING SENSITIVITIES FACTORS THAT COULD, INDIVIDUALLY OR COLLECTIVELY, LEAD TO A POSITIVE RATING ACTION/UPGRADE - An increase in fund balance to above the upper bound of the current resilience assessment range given the issuer's budget flexibility; - A decrease in the long-term liability burden metrics; - Improved underlying economic and demographic performance including but not limited to sustained higher population and resident income and lower unemployment. FACTORS THAT COULD, INDIVIDUALLY OR COLLECTIVELY, LEAD TO A NEGATIVE RATING ACTION/DOWNGRADE - A decline in fund balance to less than the lower bound of the current resilience assessment range given the issuer's budget flexibility; - An increase in the long-term liability burden metrics; - Weakened underlying economic and demographic performance including but not limited to persistent population loss, rising unemployment and lower resident income. CREDIT PROFILE The U.S. Public Finance Local Government Rating Criteria outlines Fitch's methodology for assigning new and monitoring existing credit ratings on debt issued by, or on behalf of, U.S. local governments. Local governments are defined as governmental jurisdictions below the state level, which include cities, counties, school districts and special districts, among others. The criteria can also support the assessment of tax-supported hospital districts, water and/or sewer utilities, public transit systems or other enterprises with tax support, in conjunction with Fitch's "U.S. Public Sector Revenue-Supported Entities Rating Criteria" or relevant sector criteria, where applicable. ESG CONSIDERATIONS ESG Relevance Scores of each issuer will be reviewed during the UCO resolution. ROCHESTER HOLDING: Seeks Cash Collateral Access ----------------------------------------------- The Rochester Holding Company of Georgia, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral and provide adequate protection. The Debtor has an obligation to US Bank Trust Company, NA as Trustee for Velocity Commercial Capital Loan Trust 2022-4 that is secured by a real estate commonly knows as 2260 Lake Harbin Road Morrow, GA. This debt is serviced by PHH Mortgage. As of the Petition Date, the Debtor was obligated to US Bank in an approximate amount of $305,749, which is evidenced by a Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases. The Debtor has an obligation to US Bank Trust Company, NA as Trustee for Velocity Commercial Capital Loan Trust 2019-1 that is secured by a real estate commonly known as 254 North Main St, Unit B. Jonesboro, GA. As of the Petition Date, the Debtor was obligated to US Bank in an approximate amount of $161,800, which is evidenced by a Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases granted by the Debtor. The Debtor has an obligation to Superior Loan Servicing that is secured by a real estate commonly known as 122 Moultrie Road Albany GA. As of the Petition Date, the Debtor was obligated to SLS in an approximate amount of $54,000, which is evidenced by a Deed to Secure Debt, and Assignment of Rents and Leases, Fixture Filing, and Security Agreement granted by the Debtor. The Debtor also seeks to provide monthly adequate protection payments to SLS, US Bank-1, and US Bank-2. A copy of the motion is available at https://urlcurt.com/u?l=WbxjG2 from PacerMonitor.com. About The Rochester Holding The Rochester Holding Company of Georgia LLC is a limited liability company. The Rochester Holding Co. of Georgia LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-50006) on January 1, 2024. In the petition filed by Cornelia Spence, as managing member, the Debtor reports assets between $500,000 and $1 million and liabilities of $100,000 and $500,000. The Debtor is represented by Richard K. Valldejuli, Jr., Esq. RUNNER BUYER: $500MM Bank Debt Trades at 27% Discount ----------------------------------------------------- Participations in a syndicated loan under which Runner Buyer Inc is a borrower were trading in the secondary market around 73.5 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $500 million Term loan facility is scheduled to mature on October 23, 2028. About $488.8 million of the loan is withdrawn and outstanding. Runner Buyer, Inc. is an e-commerce provider of rugs and home decor products through its website rugsausa.com and e-commerce marketplaces. RUNNER BUYER: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings downgraded Runner Buyer, Inc.'s ("RugsUSA") ratings including its corporate family rating to Caa1 from B3, probability of default rating to Caa1-PD from B3-PD and the senior secured first lien revolving credit facility and senior secured first lien term loan ratings to Caa1 from B3. The rating outlook is changed to stable from negative. The downgrade reflects RugsUSA's continued financial performance challenges and weak credit metrics with Moody's expectation of debt/EBITDA to be about 7.8x and EBITA/interest to be about 1.0x for year-end 2023. In 2023, demand continued to soften considerably and revenue trends have shown sustained weakness leading to EBITDA erosion. EBITDA levels remain depressed notwithstanding the benefits from lower freight costs and the positive impact of the mostly equity financed Annie Selke transaction in 2023. The downgrade also reflects governance considerations particularly the company's high debt load as a result of its leveraged buyout in 2021, which exacerbates the current financial challenges given the discretionary nature of the company's products. This discretionary nature makes delaying purchases easier for consumers as they continue to face inflationary pressures and an uncertain economic environment. Moody's anticipates a stabilization in performance in 2024 but leverage to remain elevated at above 7.5x and interest coverage to remain weak. RATINGS RATIONALE RugsUSA's Caa1 CFR is constrained by the company's high debt burden and sales and earnings weakness which began in 2022. RugsUSA's leverage is high with Moody's-adjusted debt/EBITDA anticipated to be around 7.8x and interest coverage is weak with EBITA/interest of about 1.0x at year-end 2023. Given the difficult consumer spending environment, Moody's expects Rugs USA's leverage to remain very high over the next 12-18 months. In addition, the rating is limited by RugsUSA's small scale and narrow focus primarily in the discretionary, cyclical and highly fragmented rug market. The credit profile also reflects the financial strategy risks associated with private equity ownership. Prior to the 2022-2023 weakness, RugsUSA had demonstrated high growth rates, with revenue that has more than quadrupled since 2015 driven by both good execution and increasing online penetration particularly in the value rugs market. In addition, Moody's view the company's value price points supplemented by the recent higher-end Annie Selke acquisition and the continued secular shift to ecommerce to be favorable. The credit profile is also supported by the asset-light nature of the business and the company's adequate liquidity with about $8 million of balance sheet cash and $60 million of availability on the $75 million revolving credit facility as of September 30, 2023 which Moody's expect to be sustained over the next 12-18 months. The stable outlook reflects Moody's expectation of stabilization of revenue declines with flat sales in 2024 and modest EBITDA expansion. The stable outlook also reflects Moody's expectation that the company will generate moderate positive free cash flow, net of mandatory amortization (about 2.5% of debt) and maintain adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would require sustained improvement in operating performance such that debt/EBITDA is sustained below 6.75x and EBITA/interest expense sustained above 1.25x. An upgrade would also require consistent free cash flow generation and maintenance of adequate liquidity. The ratings could be downgraded if liquidity deteriorates for any reason. The ratings could also be downgraded should probability of default increase for any reason including the inability to reduce leverage to a more sustainable level. Headquartered in New York, NY, RugsUSA is an e-commerce provider of rugs and home décor products through its website rugsausa.com and e-commerce marketplaces. Revenue for the twelve months ended September 30, 2023 was roughly $320 million. The company is controlled by Francisco Partners. The principal methodology used in these ratings was Retail and Apparel published in November 2023. S & J SERVICE: Unsecureds Will Get 2% of Claims in Plan ------------------------------------------------------- S & J Service, Inc., filed with the U.S. Bankruptcy Court for the District of Maryland a Subchapter V Plan of Reorganization dated April 1, 2024. The Debtor is a small construction company located in Hyattsville, MD providing services in DC, MD, and VA. The Debtor is owned by Jose (Joe) Gregorio. Joe is the 100% owner of the company. The Debtor has been operating for the last several years at a significant loss. The only year in the past 5 years that produced a profit was 2022. The Debtor has tried to downsize by letter some employees go but the contracted work needed to run the business was running very slow as compared to other years. Vendors became increasingly upset with the Debtor and two creditors were able to obtain garnishments. The action on the bank accounts, of course, made it difficult to operate the business. The amount outstanding to the Internal Revenue Service (the "IRS") is impossible for a going concern to pay off with the parameters of Section 1129(a)(9)(c)(ii) of the Bankruptcy Code. The Debtor is applying to the IRS for an agreement to pay the pre-petition partial pay installment agreement. The agreement will allow the Debtor to except the IRS out of the provisions of Section 1129(a)(9)(c)(ii) of the Bankruptcy Code which mandate that the IRS is paid off within 5 years. This plan will be successful if the IRS agrees to this treatment outside of the confirmation of the plan. Class 5 consists of Unsecured Claims. The Debtor shall pay yearly disposable income. The allowed unsecured claims total $2,617,683.06. This Class will receive a distribution of 2% of their allowed claims. During the term of this Plan, the Debtor shall submit the disposable income (or value of such disposable income) necessary for the performance of this plan to the creditors and shall pay the Creditors the sums set forth herein. The term of this Plan begins on the date of confirmation of this Plan and ends on the 36th month subsequent to the Effective Date. A full-text copy of the Subchapter V Plan dated April 1, 2024 is available at https://urlcurt.com/u?l=MG9vey from PacerMonitor.com at no charge. Counsel to the Debtor: Daniel Alan Staeven, Esq. FROST & ASSOCIATES, LLC 839 Bestgate Rd. Ste. 400 Annapolis, MD 21401 Phone: (410) 497-5947 Email: daniel.staeven@frosttaxlaw.com About S & J Service Inc. S & J Service Inc. is a construction service company specializing in heavy highway, site and underground utilities, and electrical construction work. The Company provides a multitude of full-scale utilities and infrastructure services including: storm drain, sanitary sewer, water mainline, structural services, electrical conduit installation, electrical structural repairs, surface restoration, manhole rehabilitation, plumbing, and other electrical work. S & J Service filed its voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 24-10018) on Jan. 2, 2024. The petition was signed by Jose Gregorio as president. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtor is represented by Daniel Alan Staeven, Esq., at Frost & Associates, LLC. SANUWAVE HEALTH: Appoints Industry Veteran Peter Sorensen as CFO ---------------------------------------------------------------- SANUWAVE Health, Inc. announced the hiring of Peter Sorensen as its new chief financial officer. Sorensen brings deep experience in finance, forecasting, analysis, and capital markets experience as well as abilities in software, process automation, and human resources from his prior roles heading the finance and HR teams at Endogenex, Inc., a medical device company developing a new approach to the treatment of type 2 diabetes. Prior to working with Endogenex, Sorensen did financial planning and analysis for the Caisson Interventional and Heart Failure divisions of LivaNova PLC and did FP&A and software consulting for eCapital Advisors, a management consulting firm specializing in technology implementations to support data driven decision making. He earned his BA in business administration from Bethel University and an MBA from the Herberger Business School at St. Cloud State University in Minnesota. "We are pleased to welcome Peter to SANUWAVE at this pivotal time in our growth plans," said CEO Morgan Frank. "His experience, energy, and attitude are going to be a strong addition to our team and provide us with the skills and talent we need to take the next steps forward in driving Sanuwave's wound care business as we seek to upgrade our internal systems and reporting to keep pace with and enhance our growth and our customer responsiveness." "I am thrilled to be joining Sanuwave during this exciting phase of growth and transformation. Sanuwave's trajectory is truly remarkable and I am eager to contribute my expertise to drive financial success and support the team's realization of their innovative vision to deliver cutting edge wound care solutions that positively impact patients' lives worldwide," said Sorensen. About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and shock wave technology company using patented systems of noninvasive, high-energy, acoustic shock waves or low intensity and non-contact ultrasound for regenerative medicine and other applications. The Company's focus is regenerative medicine utilizing noninvasive, acoustic shock waves or ultrasound to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. The Company's two primary systems are UltraMIST and PACE. UltraMIST and PACE are the only two Food and Drug Administration (FDA) approved directed energy systems for wound healing. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has incurred recurring losses and needs to raise additional funds to meet its obligations, sustain its operations, and to resolve the events of default on the Company's debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SCO ENTERPRISES: Wins Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, authorized SCO Enterprises, Inc. to use cash collateral, on an interim basis, in accordance with the budget. Specifically, the Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including monthly payments to the Subchapter V trustee; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by the Secured Creditors. The Secured Creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as its prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. In addition, upon the sale of any collateral financed by Wells Fargo Commercial Distribution Finance, LLC, the Debtor is authorized and directed to continue to turn over the financed portion of the inventory sale proceeds to Wells Fargo Bank, with the residual proceeds being used to fund the Budget. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditors. A continued hearing on the matter is set for April 17 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=vQxzgN from PacerMonitor.com. The Debtor projects $43,000 in gross profit and $41,659 in total expenses. About SCO Enterprises, Inc. SCO Enterprises, Inc. is a small business which provides motorcycle sales, service, parts, and accessories throughout Southwest Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 2:24-bk-00006-CED) on January 2, 2024. In the petition signed by Stephen C. Leckie, president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Jonathan Bierfeld, Esq., at Martin Law Firm, represents the Debtor as legal counsel. SHAMROCK INDUSTRIES: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, authorized Shamrock Industries, LLC d/b/a Synergy ReCommerce to use cash collateral, on an interim basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to pay the ongoing expenses that arise in the ordinary course of its current operations as well as its continued operations during the pendency of its Chapter 11 case. The Small Business Association asserts a claim against the Debtor in the approximate amount of $2 million which is secured by a first priority deed of trust on all of the Debtor's property. The Debtor's cash and receivables constitute cash collateral governed by 11 U.S.C. Section 363(a). Subordinate security interests in cash collateral may be asserted by the creditors for the amounts shown: (a) B.S.D. Capital Inc. d/b/a Lendistry - $94,367 (b) DMKA, LLC d/b/a The Smarter Merchant - $ 48,350 (c) Everest Business Funding - $ 44, 592 (d) FCS Advisors, LLC, d/b/a Brevet Capital Advisors - $59,998 (e) Kalamata Capital Funding - $144,600 (f) Parafin Inc. - $ 52,338 Because the indebtedness to the SBA far exceeds the value of cash collateral, the Debtor asserts that the foregoing creditors are unsecured pursuant to 11 U.S.C. Section 506 and have no protectible interest in cash collateral. The Debtor asserts that its total cash collateral assets have a current "as is" fair market value of approximately $849,719. The court said all of the liens and security interests of any creditor encumbering the Debtor's cash collateral as of the petition date will continue to encumber the Debtor's cash collateral after the petition date with the same validity, priority, and extent as existed as of the petition date; and creditors will have a valid and duly perfected post-petition lien, pursuant to 11 U.S.C. Sections 361, 363, and 552, in all post petition cash collateral. A copy of the order is available at https://urlcurt.com/u?l=Xbbcta from PacerMonitor.com. About Shamrock Industries, LLC Shamrock Industries, LLC partners with its clients to refurbish, repackage, remarket, and resell their returned, distressed and excess inventory. The Company 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 Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 24-20699) on February 16, 2024. In the petition signed by Brian J. Bray, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Denise E. Barnett oversees the case. Michael P. Coury, Esq., at GLANKLER BROWN PLLC, represents the Debtor as legal counsel. SHENANDOAH TELECOMMS: $150MM Bank Debt Trades at 13% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Shenandoah Telecommunications Co is a borrower were trading in the secondary market around 86.6 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $150 million Delay-Draw Term loan facility is scheduled to mature on July 3, 2028. About $74.6 million of the loan is withdrawn and outstanding. Shenandoah Telecommunications Company is a holding company that provides a broad range of telecommunications services through its operating subsidiaries. SHO HOLDING I: Moody's Lowers PDR to D-PD Amid Chapter 11 Filing ---------------------------------------------------------------- Moody's Ratings downgraded SHO Holding I Corporation ("SFC" dba "Shoes for Crews") probability of default rating to D-PD from Ca-PD and its senior secured first lien bank credit facilities which includes its senior secured first lien revolving credit facility and senior secured first lien term loan ratings to Ca from Caa3. The corporate family rating was affirmed at Ca. The outlook was changed to stable from negative. These actions reflect governance considerations associated with the company's announcement [1] that it filed for protection under Chapter 11 of the US Bankruptcy Code. The filing follows sustained deterioration in Shoes for Crews' operating performance and cash flow generation and the impending maturities of all of its first lien debt at the end of April 2024. The company has suffered from sustained declines in profitability from pre-Covid levels because of an inflationary and highly competitive environment exacerbated by the company's unsustainably high debt load and the associated debt service. All of these factors are necessitating a rationalization of the company's capital structure. The downgrade of the senior secured first lien bank credit facilities ratings reflect diminished recovery prospects. RATINGS RATIONALE On April 1, 2024, Shoes for Crews commenced voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. The company has received commitments of up to $30 million of new money Debtor-in-Possesion (DIP) financing and is also looking to roll a portion of first lien debt into the DIP facility. The company has said that it has received 100% support from its first lien lenders, second lien lenders and existing private equity sponsor in entering a Restructuring Support Agreement ("RSA"). The company intends to enter into a stalking horse asset purchase agreement with its first lien secured lenders to sell the business and also contemplates a 'market check' process to seek the highest bid and is looking to complete the sale process in two months. The Company's international entities are not a part of this filing. Subsequent to the actions, Moody's will withdraw all of its ratings for Shoes for Crews given the company's bankruptcy filing. Headquartered in Boca Raton, Florida, SHO Holding I Corporation, which does business as "Shoes for Crews" designs, markets and manufactures slip resistant footwear and other safety products in the US and certain European countries. Revenue for the twelve month period ended LTM September 30, 2023 was approximately $225 million. The company had been majority owned by private equity firm CCMP Capital Advisors, LLC since 2015. The principal methodology used in these ratings was Retail and Apparel published in November 2023. SHUN FENG NO. 1: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Shun Feng No. 1 LLC 4914 9th Avenue Brooklyn, NY 11220 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-41446 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Andrew D. Solomon, Esq. GENG & ASSOCIATES P.C. 39-07 Prince St. Suite 4B Flushing NY 11354 Tel: 718-321-7006 Email: asolomon@genglaws.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Qi Yao Chen as member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Z5B6J4A/Shun_Feng_No_1_LLC__nyebke-24-41446__0001.0.pdf?mcid=tGE4TAMA SNC-LAVALIN GROUP: DBRS Confirms BB(high) Issuer Rating ------------------------------------------------------- DBRS Limited changed the trends on SNC-Lavalin Group Inc. (operating as AtkinsRealis; the Company) to Positive from Stable and confirmed the Issuer Rating and the Senior Debentures credit rating, each at BB (high), and the recovery rating at RR4. KEY CREDIT RATING CONSIDERATIONS The credit rating confirmations reflect AtkinsRealis' position as a top-tier international design firm, its capacity for handling large-scale and complex service activities across a variety of subsectors, its geographic diversification, and its long-term relationships with high-quality clientele, largely from the public sector. The trend change is partially driven by the progress made on the remaining lump-sum turnkey (LSTK) backlog, which Morningstar DBRS anticipates will be significantly complete by the end of 2024. Upon delivery of these projects, this would signify a milestone in the Company's transformational journey that began in 2019, resulting in a less volatile financial profile underpinned by the strength and resilience of its engineering services business. CREDIT RATING DRIVERS The Company's overall risk profile continues to improve as it delivers on its strategic action plan to end LSTK risk and focus on the more robust engineering services business. A positive credit rating action can occur if the Company continues to demonstrate immaterial earnings volatility from the remaining LSTK projects such that the Company is able to maintain a lease-adjusted debt-to-EBITDA ratio below 3.0 times (x). While not currently anticipated, prolonged material volatility, with respect to further downside risk related to LSTK construction could result in a removal of the Positive trend. EARNINGS OUTLOOK Because of AtkinsRealis' geographic and sector diversification as well as its large exposure to the public sector, Morningstar DBRS expects the Company to remain relatively resilient to any current macroeconomic headwinds. Further, the Company is expected to benefit from its expertise in transport, water, nuclear, and sustainability-linked projects, spending on all of which is expected to remain strong across the Company's geographic platform. Morningstar DBRS forecasts revenue to grow to above $9 billion in F2024. Margin improvement is forecast to continue, supported by the delivery of the remaining LSTK projects and the proposed sale of the Linxon business. Going forward, Morningstar DBRS anticipates the Company will have significantly more financial flexibility after 2024 because of the cash generative ability of the Engineering Services and Nuclear segments and the winding down of remaining construction risk. Therefore, Morningstar DBRS expects the Company to be more opportunistic with regards to acquisition activity and share buybacks going forward. Operating costs are expected to remain relatively steady, and Morningstar DBRS expects the base-case forecast earnings to improve modestly in 2024. FINANCIAL OUTLOOK Morningstar DBRS expects AtkinsRealis' financial profile to remain above the current credit rating category level. Morningstar DBRS forecasts (1) improvement in the debt-to-EBITDA ratio (Morningstar DBRS calculated) to around 2.0x and (2) a materially improved cash flow-to-debt ratio of above 30% largely because of the Company's efforts toward debt reduction as well as the cash generative capabilities of the go-forward business. Given the high level of opportunity within the nuclear space, capital expenditures are expected to remain elevated in F2024 and F2025 as the Company invests in nuclear technologies. CREDIT RATING RATIONALE AtkinsRealis' 2023 operating performance vastly exceeded Morningstar DBRS' expectations. The Company achieved significant revenue and EBITDA growth a year ahead of Morningstar DBRS' base-case projected growth. This growth was driven by the Engineering Services, Nuclear, and Capital segments, with lower contribution and lower losses from the LSTK and Linxon divisions. Overall, credit metrics strengthened significantly in F2023 with the debt-to-EBITDA ratio at 2.5x, significantly improving from 4.5x in F2022, and the cash flow-to-debt ratio improving to 14.0%, up from 0.8% in F2022. Morningstar DBRS anticipates financial metrics will continue to strengthen in 2024 and be firmly within investment-grade territory as the Company focuses on delivering long-term value to its shareholders, supported by its less volatile and highly cash-generative business segments. Notes: All figures are in Canadian dollars unless otherwise noted. SOUND INPATIENT: 92% Markdown for $1.5MM NexPoint Loan ------------------------------------------------------ NexPoint Capital, Inc has marked its $1,555,556 loan extended to Sound Inpatient Physicians, Inc to market at $127,556 or 8% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in NexPoint's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 28, 2024. NexPoint is a participant in a Second Lien Term Loan to Sound Inpatient Physicians, Inc. The loan accrues interest at a rate of 5.64% (SOFR + 675) per annum. The loan matures on June 26, 2026. NexPoint Capital, Inc, incorporated on September 30, 2013 (inception date) as a Delaware limited liability company. NexPoint Capital, Inc is an externally managed, 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, as amended. The Company is an investment company and accordingly follows the Investment Company accounting and reporting guidance under Topic 946 of the Financial Accounting Standards Board’s Accounting Standards Codification, as amended. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly owned subsidiaries and affiliated companies. Sound Inpatient's principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and Optum Health. SOUTH BROADWAY: Wins Cash Collateral Access on Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for Eastern District of New York authorized South Broadway Realty Enterprise, Inc. to use cash collateral, on a final basis, in accordance with the budget, with a 10% variance. Dime Community Bank, successor by merger to the Bridgehampton National Bank and Community National Bank, asserts a lien or other interest in the Debtor's cash collateral. The Debtor is indebted to Lender under a Consolidated Mortgage Note dated April 30, 2014 in the principal amount of $1.2 million. The $1.2 Million Note is secured by, inter alia, (a) a Consolidation, Extension and Modification Agreement dated April 30, 2014 and duly recorded on May 14, 2014 granting Lender a first priority lien on the real property known as 640-654 South Broadway, Hicksville, New York and identified as Section 46, Block 510, Lots 26-C, 26-D, and 44, on the Tax Map of the County of Nassau, New York and (b) Assignment of Leases and Rents dated April 30, 2014 and recorded on May 14, 2014. The Lender asserts that as of the Petition Date, the Debtor owed Lender the principal amount of not less than $1.1 million plus accrued and accruing interest, fees, costs, indemnification obligations, and other amounts owing under the $1.2 Million Loan Documents. On April 30, 2014, the Debtor's affiliate and insider tenant at the Property, P&F Bakers, Inc. executed a Note in favor of CNB pursuant to which P&F promised to pay the sum of $875,000. As and for security for the $875,000 Note and the obligations due thereunder, on April 30, 2014, the Debtor executed and delivered an Unconditional Guarantee of P&F's obligations under the $875,000 Note. On April 30, 2014, the Debtor executed, duly acknowledged and delivered a Mortgage and Security Agreement for the purpose of securing repayment of the $875,000 Note and Guarantee. The $875,000 Mortgage was duly recorded as a second priority lien against the Property. The Lender further asserts that, in addition to the Loan Indebtedness, as of the Petition Date, the Debtor owed Lender the principal amount of not less than $568,181 plus accrued and accruing interest, fees, costs, indemnification obligations, and other amounts owing under the Guarantee. Specifically, Lender asserts that the Indebtedness as of the Petition Date was not less than $2.051 million, plus $46,056 (representing the sums awarded by the State Court for costs, disbursements, and attorneys' fees as of March 2, 2023, plus $63,714 in respect of per diem interest from March 2, 2023 through September 18, 2023, plus $26,772 in respect of judgment interest for period September 18 2023 through the Petition Date, plus $2,567 in respect of legal fees and expenses from September 18, 2023 through the Petition Date, plus an unliquidated amount for post judgment interest, attorneys' fees and other charges that accrued from and after September 18, 2023 and continue to accrue from and after the Petition Date though payoff of all sums due under the Loan Documents. On July 5, 2022, Lender commenced an action in the Supreme Court of the State of New York, Nassau County captioned Dime Community Bank v. South Broadway Realty Enterprise, Inc., et al., Index No. 608714/2022 to foreclose the CEMA and the $875,000 Mortgage. On September 18, 2023, State Court entered a Judgment of Foreclosure and Sale in the Foreclosure Action. The Debtor asserts that it has timely filed a Notice of Appeal of the Foreclosure Judgment. Lender disputes that the Debtor's appeal was timely filed. As partial adequate protection, the Debtor will pay the Lender on or before February 7, 2024, and on the first of each month thereafter, the following amounts representing interest at the non-default contract rate provided for under the terms of the Loan Documents: (i) $4,770 in respect of the $1.2 Million Note and (ii) $4,787 in respect of the $875,000 Note. Additionally, within 14 days of the Court's approval of the Order, the Debtor will make a one-time catch up payment of such monthly interest to Lender for the period from the Petition Date through February 1, 2024. Unless extended further with the written consent of Lender, the authorization granted to the Debtor to use cash collateral will terminate immediately upon the earliest to occur of the following: (i) the entry of an order dismissing the Bankruptcy Case; (ii) the entry of an order converting the Bankruptcy Case to a case under Chapter 7; (iii) the entry of an order appointing a trustee or an examiner with expanded powers with respect to the Debtor's estate; (iv) entry of an order reversing, vacating, or otherwise amending, supplementing, or modifying the Order; (v) entry of an order granting relief from the automatic stay to any creditor (other than Lender) holding or asserting a lien in the Prepetition Collateral; or (vi) the Debtor's breach or failure to comply with any term or provision of the Interim Order. As adequate protection, the Lender is granted, effective as of the Petition Date, valid, binding, enforceable, and automatically perfected post-petition liens that are co-extensive with the Lender's prepetition liens and security interests in: (i) all currently owned or hereafter acquired property and assets of the Debtor. To the extent the Replacement Liens granted to the Lender do not provide Lender with adequate protection of its interests in the cash collateral, the Lender is granted pursuant to sections 503(b) and 507(b) of the Bankruptcy Code an allowed administrative expense claim in the Bankruptcy Case ahead and senior to any and all other administrative expense claims in the Bankruptcy Case to the extent of any postpetition diminution in value of Lender's interests in the Prepetition Collateral, including the cash collateral. A copy of the order is available at https://urlcurt.com/u?l=NnFmtX from PacerMonitor.com. About South Broadway Realty Enterprise Inc. South Broadway owns a commercial building located at 640 South Broadway Hicksville, New York 11801 valued at $2.5 million. South Broadway Realty Enterprise, Inc. in Hicksville, NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-74237) on November 13, 2023, listing $2,500,013 in assets and $2,080,067 in liabilities. Francesco Guerrieri as president, signed the petition. Judge Alan S. Trust oversees the case. LAW OFFICES OF AVRUM J. ROSEN, PLLC serve as the Debtor's legal counsel. SREE AKSHAR: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Arkansas, Fayetville Division, authorized Sree Akshar, Inc. to use cash collateral, on a final basis, in accordance with its agreement with Bayside USB CRE Loans, LLC and the budget, through April 23, 2024. The Debtor is indebted to Bayside and Bayside is collateralized, under and in connection with (i) a Loan Agreement and Note originally entered into by and between U.S. Bank National Association as lender and Debtor as borrower on or about April 19, 2016, as assigned to Bayside and as amended from time to time thereafter; (ii) a Construction Mortgage of Real Property, Security Agreement of Personal Property, Assignment of Rents and Profits, Fixture Filing and Financing Statement dated April 19, 2016, as amended from time to time thereafter; (iii) various assignments of rents and instruments of perfection of security interests in personal property collateral in favor of Bayside; and (iv) the final judgment of the Benton County Circuit Court entered on December 27, 2023 in Case No. 04CV-23-2133 granting judgment on account of the Bayside Loan in the amount of $9.088 million with interest accruing at the rate of $1,867 per day thereafter. The Debtor is in default under the Loan Documents and final judgment has been entered against Debtor on account thereof in the State Court Case. There is due as of the Petition Date the amount of $9.140 million, with interest continuing to accrue thereon. As adequate protection, Bayside is granted a first priority post-petition security interest and lien in, to and against all assets of the same type as the Pre-Petition Collateral which are or have been acquired, generated, or received by the Debtor after the Petition Date. The Debtor's right to use cash collateral will terminate on the earliest to occur of: (a) failure of the Debtor to perform fully and in a timely manner any of its obligations as provided in the Order, (b) appointment of a trustee or an examiner for the Debtor or the property of the estate of the Debtor; (c) conversion of the Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; (d) dismissal of the Chapter 11 case or (e) the Court allows a surcharge under 11 U.S.C. Section 506(c). A copy of the order is available at https://urlcurt.com/u?l=Pc1yAS from PacerMonitor.com. About Sree Akshar, Inc. Sree Akshar Inc., doing business as Four Points by Sheraton, is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Sree Akshar Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ariz. Case No. 24-70105) on Jan. 27, 2024. In the petition filed by Kunal Mody, as president, the Debtor estimated assets and liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Bianca M. Rucker oversees the case. The Debtor is represented by Stanley V Bond, Esq. of Bond Law Office. STALWART PLASTICS: Seeks Cash Collateral Access ----------------------------------------------- Stalwart Plastics, Inc. asks the U.S. Bankruptcy Court for the Middle District of Georgia, Columbus Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to manage and pay the expenses required for the continued operation of its business. Truist Bank and Truist Equipment Finance Corp. allege that their respective claims against the Debtor are secured by, among other things, "cash collateral" in the form of accounts, inventory, raw materials, component parts, work in process, and/or materials utilized in the Business. As adequate protection, the Debtor proposes to adequately protect Respondents via the following, as may be applicable: (a) the payment of all post-petition property taxes on any collateral held by Respondents as and when they become due; (b) maintaining adequate insurance on Respondents' collateral; (c) continuing to repair, and maintain and, as necessary, replace Respondents' collateral (including machinery and equipment); (d) provide replacement liens or adequate protection payments to the extent such collateral is diminished by its use, and (e) operating the business in substantial compliance with the Budget. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=7om3IR from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $141,123 for the week starting April 15, 2024; $17,430 for the week starting April 22, 2024; and $80,071 for the week starting April 29, 2024. About Stalwart Plastics, Inc. Stalwart Plastics, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-40194) on March 29, 2024. In the petition signed by Angelina Valero, chief financial officer, the Debtor disclosed up to $50 million in both assets and liabilities. David L. Bury, Jr., Esq., at STONE & BAXTER, LLP, represents the Debtor as legal counsel. STARBRIDGE (ONTARIO): Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Starbridge (Ontario) Investment, LLC 700 N. Haven Ave Ontario CA 91764 Business Description: Starbridge owns and operates the Ontario Airport Hotel & Conference Center. Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11765 Judge: Hon. Magdalena Reyes Bordeaux Debtor's Counsel: Jullian Sekona, Esq. KELLER BEVENUTTI KIM LLP 425 Market Street, 26th Floor San Francisco, CA 94105 Tel: (415) 364-6776 Email: jsekona@kbkllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jianhua Jin, Chief Executive Officer of Morgan Holding Group, Inc., as Manager of Starbridge (Ontario) Investment, LLC. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3PVXQXY/Starbridge_Ontario_Investment__cacbke-24-11765__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. East West Bank Monies Loaned/ $1,013,180 PO Box 60020 Advanced City Of Industry, CA, 91716 2. City of Ontario $700,845 303 East B Street Ontario, CA, 91764 Tel: 909-395-2022 3. Ontario Municipal Utilities - Water $171,394 1333 S. Bon View Ave Ontario, CA, 91761 Tel: 909-395-2050 4. Small Business Administration $160,343 PO Box 3918 Portland, OR, 97208-3918 Tel: 833-853-5638 5. City of Ontario $148,485 2000 E. Convention Center Way Ontario, CA, 91764 Tel: 909-937-3000 6. Ontario Municipal Utilities - Trash $50,332 1333 S. Bon View Ave Ontario, CA, 91761 Tel: 909-395-2050 7. The Ontario Center $29,236 PO Box 1040 Chino, CA, 91708-1040 Tel: 909-591-3702 8. HD Supply Facilities Maintenance Ltd. $15,928 3400 Cumberland Blvd. SE Atlanta, GA, 303 Tel: 770-852-9000 9. AD Valorem Tax, Inc. $15,921 251 W. Garfield Ave Suite 150 Aurora, OH, 44202 Tel: 626-858-8621 10. Otis Elevator Company $12,315 11780 U.S. Hwy 1 West Tower, Suite 600 North Palm Beach, FL, 33408 11. Pacific Lodging Supply $8,800 840 S Wanamaker Ave Ontario, CA, 91761 Tel: 909-218-5910 Ext. 106 12. Ecolab $8,147 PO Box 100512 Pasadena, CA, 91189 13. Cal-Counties Fire Protection Co $7,425 908 W. 9th Street Upland, CA, 91786 Tel: 909-608-2097 14. Managemowed Rancho Cucamonga $6,745 12672 Limonite Ave Suite 3E#229 Eastvale, CA, 92880 15. Michael S Granados $6,672 961 N Sage Ave Rialto, CA, 92376 Tel: 626-827-7506 16. Mario Medina Gomez $6,266 305 South Burney Street Rialto, CA, 92376 Tel: 909-749-5928 17. NUCO2 $5,904 PO Box 9011 Stuart, FL, 34995 Tel: 800-472-2855 18. Santa Fe Professional Services $5,379 13428 Waco St Baldwin Park, CA, 91706 Tel: 626-294-1110 19. Mobile Mini, LLC - CA $4,812 2010 W Stonehurst Rialto, CA, 92377 Tel: 909-770-7250 20. Charter Communications $4,595 PO Box 60074 City Of Industry, CA, 91716 TAMPA LIFE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Tampa Life Plan Village, Inc. d/b/a Unisen Senior Living 12401 North 22nd Street Tampa, FL 33612 Business Description: Unisen Senior Living in Tampa, Florida is a not-for-profit lifecare retirement community. Chapter 11 Petition Date: April 5, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01885 Judge: Hon. Roberta A. Colton Debtor's Counsel: Steven R. Wirth, Esq. AKERMAN LLP 401 East Jackson Street Suite 1700 Tampa, FL 33602 Tel: 813-209-5093 E-mail: steven.wirth@akerman.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $100 million to $500 million The petition was signed by Ronald Shuck as director. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/F3OH5ZY/Tampa_Life_Plan_Village_Inc__flmbke-24-01885__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Stichter Riedel Blain & Post Administrative $1,661,994 Attn: Charles A. Postler Deferred note 110 E. Madison St., Ste 200 Tampa, FL 33602 2. Bush Ross, P.A, as Administrative $864,927 Counsel Deferred Note Attn: Adam L. Alpert, Esq. 1801 N. Highland Ave. Tampa, FL 33602 3. Sodexo Inc. & Affiliates Management $702,499 PO Box 360170 Services Pittsburgh, PA 15251 4. Resident- Redacted Promissory Note $674,326 Address - Redacted 5. Jeffrey Warren, as Trustee Administrative $597,854 Attn: Jeffrey W. Warren, Esq Deferred Note 1801 N. Highland Ave. Tampa, FL 33602 6. Jennis Law Firm, as Counsel Administrative $565,491 Attn: David Jennis, Esq. Deferred Note 606 E. Madison St. Tampa, FL 33602 7. Jeffrey Warren, as Administrative $533,799 Examiner Deferred Note Bush Ross, P.A. 1801 N. Highland Ave. Tampa, FL 33602 8. Resident- Redacted Promissory Note $485,059 Address - Redacted 9. Resident- Redacted Promissory Note $457,879 Address - Redacted 10. Resident- Redacted Promissory Note $449,346 Address - Redacted 11. CR3 Partners, LLC Administrative $436,409 Attn: James Katchadurian Deferred Note 450 Lexington Ave., 4th FL New York, NY 10017 12. Resident- Redacted Promissory Note $418,194 Address - Redacted 13. Resident- Redacted Promissory Note $394,523 Address - Redacted 14. Resident- Redacted Promissory Note $383,750 Address - Redacted 15. Resident- Redacted Promissory Note $335,027 Address - Redacted 16. Resident- Redacted Promissory Note $313,800 Address - Redacted 17. Resident- Redacted Promissory Note $310,710 Address - Redacted 18. Resident- Redacted Promissory Note $297,646 Address - Redacted 19. Resident- Redacted Promissory Note $293,157 Address - Redacted 20. Resident- Redacted Promissory Note $292,012 Address - Redacted TELESAT LLC: $1.91BB Bank Debt Trades at 57% Discount ----------------------------------------------------- Participations in a syndicated loan under which Telesat LLC is a borrower were trading in the secondary market around 43.3 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.91 billion Term loan facility is scheduled to mature on December 7, 2026. About $1.52 billion of the loan is withdrawn and outstanding. Telesat LLC operates as a satellite operator. The Company offers satellite delivered communications solutions to broadcast, telecom, corporate, and government customers, as well as provides technical consultancy services. Telesat serves clients worldwide. TRANSCENDIA HOLDINGS: $295MM Bank Debt Trades at 62% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Transcendia Holdings Inc is a borrower were trading in the secondary market around 37.8 cents-on-the-dollar during the week ended Friday, April 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $295 million Term loan facility is scheduled to mature on May 30, 2024. About $278 million of the loan is withdrawn and outstanding. Transcendia Holdings, Inc. is a provider of engineered specialty films materials across a range of end-markets. The company manufactures specialty films by extrusion of resin or converting film for specific customer applications. VALOR AMMUNITION: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Valor Ammunition, Inc. DBA Gallant Bullets 1456 East 7335 South Cottonwood Heights, UT 84121 Business Description: The Debtor manufactures and sells match- grade polymer coated cast bullets. Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court District of Utah Case No.: 24-21517 Judge: Hon. Peggy Hunt Debtor's Counsel: Brian D. Johnson, Esq. BRIAN D. JOHNSON, P.C. 290 25th Street Ogden, UT 84401 Tel: (801) 394-2336 Fax: (801) 866-0102 E-mail: brian@bdjexpresslaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Eli Richard Crandall as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Q5XJ3KA/Valor_Ammunition_Inc__utbke-24-21517__0001.0.pdf?mcid=tGE4TAMA VERACODE INC: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) for Mitnick Parent, L.P. and Mitnick Corporate Purchaser, Inc. (collectively dba Veracode, Inc.) at 'B'. The Rating Outlook is Stable. In addition, Fitch has affirmed Veracode's $75 million super priority secured revolving credit facility (RCF) at 'BB'/'RR1'. Fitch has also affirmed the company's $815 million first-lien secured term loan at 'B+'/'RR3'. Mitnick Corporate Purchaser, Inc. is the issuer of the credit facilities. Veracode's ratings are supported by its leading position in an emerging and growing area within cyber security. The ratings are limited by the company's aggressive capital structure. Veracode's revenue growth has decelerated to near flat yoy in recent quarters due to more cautious enterprise budgets. Despite the revenue weakness, the margin expansion during the periods enabled the company to maintain its credit protection metrics that are consistent with the 'B' rating level. KEY RATING DRIVERS Secular Tailwinds Supporting Growth: The application security testing market is estimated to grow in the mid-teen CAGR range through the medium term, according to various market research. The vastly expanding footprint of software creates increasing challenges for traditional approaches to software security. Efforts to secure information and devices are evolving from network fire walls and end-points security to increasing focus on software applications to detect vulnerabilities at the software application-development stage. As application security awareness is incorporated into the software-development process, providers of tools for application-security testing should benefit from the rising demand. Market Penetration Catalyst for Growth: Fitch believes application-security testing market growth will be driven by increasing awareness that rising complexity in networks and devices would render traditional network-centric solutions insufficient. Although reducing software application vulnerabilities is widely understood to effectively address information security, organizations often struggle to balance development time and resources with security best practices. Continuing market education and regulatory enforcements are increasing such discipline and demand for greater emphasis on application security. Leader in Niche Subsegment: Application-security testing is a niche market with a few leading suppliers including Veracode, Synopsys, Inc., Checkmarx Ltd, and WhiteHat Security, Inc. Veracode's solution was developed as a cloud-based software-as-a-service solution that supports easy scalability and implementation. While the industry consists of numerous viable competing products, Fitch expects customer retention to be high for the industry as solutions become standard tools within customers' software-development workflow. High Revenue Retention Rate and Recurring Revenue: During fiscal 2024, recurring revenue represented approximately 98% of total revenue. Fitch believes these characteristics reflect a mission-critical product embedded in the customers' workflow. In conjunction with a subscription revenue model, these attributes provide strong revenue visibility. The resilient business model was demonstrated during the pandemic in fiscal 2021-2022 when revenue grew by low-teens, above Fitch's previous estimates of a high-single digit growth rate. Diversified Customer Base: Veracode serves about 2,500 customers in the enterprise and midmarket segments, over 1,000 of which have been added since 2017. The largest customer represents less than 5% of total revenue, while the top 50 customers contributed to roughly 40% of revenue. Veracode also has a diverse cross-section of industries served that is representative of industry verticals that are particularly sensitive to information security, such as financial services. Fitch believes the diverse set of customers and industry verticals should minimize idiosyncratic risks that may arise from particular customers or industries. Narrow Product Focus: Veracode focuses on the narrow segment of application security testing. While this is an emerging and growing segment, the narrow focus could expose the company to risks associated with the evolving cybersecurity industry including technology disruptions. Segment growth depends on broader adoption of application security testing by software-development organizations. Elevated Financial Leverage: Fitch estimates gross leverage to be around ~6.4x in fiscal 2024 and declining modestly through fiscal 2027 driven by EBITDA growth and mandatory amortization of its debt. Given the scale and the private equity ownership of the company, Fitch believes the company is likely to optimize ROE through acquisitions to accelerate growth or dividends while maintaining some level of financial leverage. DERIVATION SUMMARY Veracode operates in the subsegment of application-security testing within the enterprise-security market that has traditionally included network firewalls and end-point security. The broader enterprise-security market has been growing, supported by greater awareness around security breaches and the increasing complexity of IT networks and applications. Application security also benefits from industry secular growth trends. Within the application-security testing subsegment, Veracode is perceived as one of the leaders. Within the broader enterprise security market, peers include Gen Digital Inc. (BB+/Negative). Veracode has smaller revenue scale and lower EBITDA margins than Gen Digital Inc. Veracode also has significantly higher gross leverage. Fitch also compares Veracode with Synopsys, Inc., a direct peer to Veracode. Synopsys' fiscal 2023 EBITDA margin (37.2%) is lower than that of Veracode. However, Synopsys has a greater revenue diversity as it also has products beyond application security. KEY ASSUMPTIONS - Organic revenue growth remains flat yoy; - EBITDA margins maintain near 40% range; - Capex intensity remains at approximately 3% of revenue; - Debt repayment limited to mandatory amortization through the forecast. RECOVERY ANALYSIS - The recovery analysis assumes that Veracode would be reorganized as a going-concern in bankruptcy rather than liquidated; - Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach - In the event of distress, Fitch assumes Veracode would suffer from greater customer churn and margin compression on lower revenue scale. Veracode's GC EBITDA is assumed to be $82 million, approximately 35% below FY 2024 EBITDA of $120 million. The company has been growing its revenue scale and benefiting from operating leverage. The highly recurring revenue and high revenue retention rates provide significant visibility to future profitability. - The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. An EV multiple of 7x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: - The historical bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x; - Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x,8.1x, and 5.5x, respectively. - Veracode's public peers continue to trade at very high valuations, between 23x-44x owing to the recurring revenue characteristics and mission critical nature of the business models; - The highly recurring nature of Veracode's revenue and mission critical nature of the product support the high-end of the recovery range; - Fitch arrives at an EV of $571 million. After applying the 10% administrative claim, adjusted EV of $514 million is available for claims by creditors. This results in a 'RR3' Recovery Rating for Veracode's first-lien TL and an RR1 for its super-priority RCF. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch's expectation of EBITDA leverage sustaining below 5.5x; - (CFO-capex)/debt ratio sustaining near 7.5%; - EBITDA interest coverage sustaining above 2.0x; - Organic revenue growth sustaining above the high single digits. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch's expectation of EBITDA leverage sustaining above 7.5x; - (CFO-capex)/debt ratio sustaining below 2.5%; - EBITDA Interest coverage sustaining below 1.5x; - Meaningful decline in organic revenue as a result of weaker competitive position. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch projects that Veracode's liquidity will be adequate, supported by its FCF generation and $75 million availability under its super senior RCF (undrawn as of Dec 2023) alongside readily available cash and cash equivalents. Fitch expects Veracode's cash flow to be supported by normalized EBTIDA margins near 40% range. Debt Structure: Veracode has $815 million of secured first-lien debt due 2029. Given the recurring revenue nature of the business, limited maturities over the rating horizon and adequate liquidity, Fitch believes Veracode will be able to make its required debt payments. ISSUER PROFILE Veracode is a provider of application security solutions delivered through a cloud-based platform and the sale of ancillary and related services. It helps customers address the acute threat posed by hackers targeting vulnerabilities to gain control overapplications and access critical data. 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 ----------- ------ -------- ----- Mitnick Corporate Purchaser, Inc. LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ super senior LT BB Affirmed RR1 BB Mitnick Parent, L.P. LT IDR B Affirmed B VIVAKOR INC: Delays Filing of 2023 Annual Report for Review ----------------------------------------------------------- Vivakor, Inc. said in Form 12b-25 filed with the Securities and Exchange Commission it was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended Dec. 31, 2023 by the April 1, 2024 filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Annual Report. As a result, the Company is still in the process of compiling required information to complete the Annual Report and requires additional time to complete its review of the financial statements for the year ended Dec. 31, 2023 to be incorporated in the Annual Report. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. There can be no assurance that the Company will be able to file the Annual Report on or before the fifteenth calendar day following the prescribed due date. The Company anticipates its financial results for the year ended Dec. 31, 2023 will differ significantly from the prior year, primarily due to the Company's acquisitions of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC on Aug. 1, 2022 since the Company only owned these companies for five months of 2022 compared to the entire year in 2023. As a result of these acquisitions, the Company expects significant changes in its assets, liabilities, revenue, operating expenses, other income (expense), and net income (loss) for the year ended Dec. 31, 2023 compared to the prior year. Additionally, the Company's financial results for the year ended Dec. 31, 2023 will also differ significantly from the prior year, primarily due to: (i) changes in its revenue and costs of revenue, (ii) its unrealized losses on marketable securities, (iii) changes in the Company's general and administrative expenses, (iv) interest expense, and (v) assets, liabilities, and noncontrolling interest related to the evaluation of its variable interest entities for deconsolidation. The exact amounts and the impact those amounts have on the Company's financial statements will not be known until its financial statements for the year ended Dec. 31, 2023 are completed. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc. is a clean energy technology company focused on the oil remediation and natural resources sectors. Vivakor's corporate mission is to create, acquire, accumulate, and operate distinct assets, intellectual properties, and exceptional technologies. Its Silver Fuels Delhi, LLC, and White Claw Colorado City, LLC subsidiaries include crude oil gathering, storage, and transportation facilities, which feature long-term ten year take-or-pay contracts. Vivakor reported a net loss attributable to the Company of $19.44 million in 2022, a net loss attributable to the company of $5.48 million in 2021, a net loss attributable to the company of $2.18 million in 2020. As of Sept. 30, 2023, the Company had $76.12 million in total assets, $52.21 million in total liabilities, and $23.90 million in total stockholders' equity. Vivakor has historically suffered net losses and cumulative negative cash flows from operations, and as of September 30, 2023, the Company had an accumulated deficit of approximately $62.1 million. As of September 30, 2023 and December 31, 2022, the Company had a working capital deficit of approximately $19 million and $3.7 million, respectively. Subsequent to September 30, 2023 $10 million of the working capital deficit was paid with an issuance of common stock. As of September 30, 2023, the Company had cash of approximately $1.2 million. In addition, the Company has obligations to pay approximately $14.4 million (of which approximately $10 million was satisfied through the issuance of its common stock under the terms of the debt subsequent to September 30, 2023) of debt in cash within one year of the issuance of these financial statements. The Company's CEO has also committed to provide credit support through December 2024, as necessary, for an amount up to $8 million to provide the Company sufficient cash resources, if required, to execute its plans for the next 12 months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company believes the liquid assets and CEO commitment give it adequate working capital to finance its day-to-day operations for at least 12 months through November 2024, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. WHITESTONE UPTOWN: Wins Cash Collateral Access Thru April 24 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized Whitestone Uptown Tower, LLC, a/k/a Pillarstone Capital REIT Operating Partnership to use cash collateral, on an interim basis, in accordance with the budget. The Debtor's right to use cash collateral will terminate on the earlier to occur of the following: (a) an order of the Court terminating the use of cash collateral; or (b) April 24, 2024 at 11:59 p.m., unless otherwise extended by consent of the parties or order of the Court, in which case a budget for the extended period will be provided to Lender and filed with the Court. As adequate protection, RSS MSBAM2013-C13-TX WUT, LLC is granted replacement security interests and liens of the same extent, validity, and priority as the Pre-Petition Liens in the Collateral and on any other of the Debtor's assets and property. The Replacement Liens include, without limitation, liens on all cash, including Cash Collateral generated or received by the Debtor after the Petition Date. The Replacement Liens are deemed valid, binding, enforceable and perfected upon entry of the Order and no further notice, filing, recording or order will be required to validate or perfect the Replacement Liens. The Replacement Liens are subordinated to fees payable pursuant to 28 U.S.C. Section 1930(a)(6). The Debtor has agreed to make an adequate protection payment to Lender on December 15, 2023 in the amount of $60,000 for the month of December 2023 and in the same amount on the fifteenth day of each month thereafter. To the extent of the aggregate Diminution of Value, if any, of their respective interests in the Collateral, Lender is granted, in addition to claims under 11 U.S.C. Section 503(b), an allowed superpriority administrative expense claim pursuant to 11 U.S.C. Section 507(b) in the Debtor's chapter 11 case. A final hearing on the matter is set for April 24 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=qtJCro from PacerMonitor.com. About Whitestone Uptown Tower, LLC Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1, 2023. In the petition signed by Bradford Johnson, authorized representative, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Michelle V Larson oversees the case. Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as legal counsel. WINNING COLORS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Winning Colors, Inc. f/d/b/a S. F. Local Colo 850 South Van Ness San Francisco, CA 94110 Business Description: The Debtor offers residential & commercial painting services. Chapter 11 Petition Date: April 4, 2024 Court: United States Bankruptcy Court Northern District of California Case No.: 24-30229 Debtor's Counsel: Jeffrey Goodrich, Esq. GOODRICH & ASSOCIATES 336 Bon Air Center #335 Greenbrae, CA 94904-1217 Tel: 415-308-3493 Email: goodrich4bk@gmail.com Total Assets as of April 1, 2024: $430,339 Total Liabilities as of April 1, 2024: $1,785,459 The petition was signed by Nita Riccardi as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3YF5JWI/Winning_Colors_Inc__canbke-24-30229__0001.0.pdf?mcid=tGE4TAMA WINTER GARDEN: L. Todd Budgen Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a practicing attorney in Longwood, Fla., as Subchapter V trustee for Winter Garden Health and Wellness LLC. Mr. Budgen 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. Budgen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: L. Todd Budgen, Esq. P.O. Box 520546 Longwood, FL 32752 Tel: (407) 232-9118 Email: Todd@C11Trustee.com About Winter Garden Health and Wellness Winter Garden Health and Wellness, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01581) on March 29, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Tiffany P. Geyer presides over the case. Robert B. Branson, Esq., and Jeffrey Ainsworth, Esq., at Bransonlaw PLLC represents the Debtor as legal counsels. WOM SA: April 8 Deadline Set for Panel Questionnaires ----------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of WOM S.A., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/3y75kjen and return by email it to Benjamin A.Hackman - Benjamin.A.Hackman@usdoj.gov - at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on April 8, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About WOM SA WOM is a Chilean telecommunications provider, focused on offering mobile voice, data, and broadband services, along with a rapidly expanding "Fiber to the Home" broadband offering, to consumers and businesses in Chile. Since the acquisition of Nextel Chile in 2015 through Novator Partners LLP's investment vehicle NC Telecom AS, WOM has expanded from having virtually no market share to establishing itself as the second-largest mobile network operator in Chile. WOM sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10628) on April 1, 2024. In the petition filed by Timothy O'Connoer, as independent director, the Debtor reports estimated assets and liabilities between $1 billion and $10 billion each. The Honorable Bankruptcy Judge Karen B. Owens oversees the case. The Debtors tapped White & Case LLP as general bankruptcy counsel, Richards, Layton & Finger, P.A., as local bankruptcy counsel, Riveron Consulting LLC as financial advisor, and Rothschild & Co US Inc. as investment banker. Kroll Restructuring Administration LLC is the claims agent. YWFM LLC: Case Summary & 15 Unsecured Creditors ----------------------------------------------- Debtor: YWFM, LLC d/b/a Brian's Tire and Service 1024 Putman Drive NW Suite 1 & 2 Huntsville, AL 35816 Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court Northern District of Florida Case No.: 24-40141 Debtor's Counsel: Byron W. Wright III, Esq. BRUNER WRIGHT, P.A. 2810 Remington Green Circle Tallahassee, FL 32308 Tel: (850) 385-0342 Fax: (850) 270-2441 Email: twright@brunerwright.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Brian Lombardino as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VMRPNDA/YWFM_LLC__flnbke-24-40141__0001.0.pdf?mcid=tGE4TAMA [*] Alex Gendzier Joins Seyfarth Shaw's New York Office ------------------------------------------------------- Seyfarth Shaw LLP on April 2, 2024, announced the strategic enhancement of the firm's corporate department with the arrival in New York of partner Alex Gendzier, a leading capital markets and restructuring attorney. A distinguished and well-known figure in the industry, he brings depth of knowledge and a proven track record of innovative solutions to clients. "As we continue to expand our corporate practice, including the firm's capital markets group, we are pleased to welcome Alex as one of our newest members," said John Napoli, co-managing partner of Seyfarth's New York office and member of the Firm's Executive Committee. "He is a known quantity in corporate debt and equity capital markets space and he has a stellar reputation as one of the leading securities practitioners in New York. His addition further strengthens our capital markets service offering as well as our new Transactional Restructuring & Insolvency team." Mr. Gendzier represents companies, investors, alternative asset managers, private equity firms and family offices across the spectrum of capital markets transactions and investments, whether healthy or distressed. He has extensive experience handling virtually every major type of debt and equity transaction, including high yield debt, direct debt, equity-linked products such as convertible bonds, preferred stock, PIPES, private placements, common stock and deSPACs. He also provides advice regarding SEC, fiduciary duties and corporate compliance programs. "Alex's expertise in all major types of capital markets transactions, makes him an ideal fit for Seyfarth's corporate department and our New York office," said Steven Meier, Seyfarth's corporate department chair. "Additionally, his experience in restructurings, whether out-of-court or in-court and special situations supplements our growing Restructuring & Insolvency practice. His addition underscores our commitment to strategically growing the practice." "Seyfarth's domestic and international footprint, combined with its dedication to expanding its corporate practice were big draws to me. I was also attracted to Seyfarth's sense of purpose in serving its clients and team-first culture," said Mr. Gendzier. "I am enthusiastic to work with my new colleagues to make us a powerhouse for corporate matters." Mr. Gendzier joins Seyfarth from Arnold & Porter. He received his B.A. from Haverford College, with Phi Beta Kappa, and his J.D. from the New York University School of Law, with the Order of the Coif. Before law school, he worked in investment banking at BT Securities and Bankers Trust Company for seven years, where he was promoted to Vice President and Team Leader at 25. His main philanthropic mission is serving our veterans and their families in the transition to civilian life. Previously, he was a member of the Board of Trustees of the Windward School and Co-Chair of the Annual Campaign at the Dwight School in New York City. About Seyfarth With more than 900 lawyers across 18 offices, Seyfarth Shaw LLP provides top tier advisory, litigation, and transactional legal services to clients worldwide. [*] Beckham Elected American College of Bankruptcy Board Chair -------------------------------------------------------------- Haynes and Boone, LLP Partner Charles A. Beckham, Jr. has been elected chair of the Board of Directors of the American College of Bankruptcy. The chair of the College is the chief executive officer of the College and supervises the business and affairs of the College. Mr. Beckham's new role follows a two-year term as president of the College, in which he served as the principal operating officer and led programs around the country, including a diversity, equity and inclusion initiative. It also follows a two-year term as chair of the Board of Regents of the College. The American College of Bankruptcy is dedicated to the enhancement of professionalism, scholarship and service in bankruptcy and insolvency law practice by conducting professional educational programs, sponsoring the publication of scholarly materials, promoting pro bono efforts and maintaining the National Bankruptcy Archives. Professionals are invited to join based on a proven record of the highest standards of expertise, leadership, integrity, professionalism, scholarship and service to the bankruptcy and insolvency practice and to their communities. "It has been an honor to contribute to the College through various roles for more than 20 years," Mr. Beckham said. "I'm happy to continue supporting the profession as chair of the College. I look forward to seeing what the College can accomplish going forward." "We are thrilled for Charlie to take on this new role as chair of the College," said Haynes Boone Restructuring Group Chair Frasher Murphy. "Charlie's professional path has been marked by exceptional commitment and service to his clients, peers and the bankruptcy community as a whole. His election to this esteemed position is a testament to his merits." Mr. Beckham will work alongside several Haynes Boone partners who are also ACB fellows, including Ian Peck, Stephen Pezanosky, Patrick Hughes and Kenric Kattner. [*] J. Casey Roy Joins Smith & Binford's Austin Office ------------------------------------------------------ Former Texas Assistant Attorney General and U.S. Trustee trial attorney J. Casey Roy has joined the Austin office of the bankruptcy and mediation boutique Ross, Smith & Binford, PC. "With 30 years of experience as a commercial bankruptcy attorney combined with his particular focus on regulatory and healthcare matters, Casey possesses a truly unique breadth of expertise that will greatly benefit our clients," says name partner Jason Binford. "We are thrilled to have him join us as he enters the next chapter of his career." As a trial attorney for the Department of Justice's U.S. Trustee Program, Mr. Roy was responsible for oversight of Chapter 11 and Chapter 7 bankruptcy proceedings in the Western District of Texas. He represented the Region 7 U.S. Trustee on first-day motions, employment of estate professionals, coordination with and appointment of official statutory committees and Chapter 11 trustees, litigation of enforcement actions including discharge objections, and trial of dismissal actions for abuse of the bankruptcy system. "I worked with Jason when we were both at the Texas AG's office and have followed the growth of Ross, Smith & Binford. I have always been impressed by the sophistication and precision of this firm's attorneys, and as I looked toward a return to private practice, this opportunity was a natural fit," says Mr. Roy. Prior to joining the USTP, Mr. Roy was an Assistant Attorney General at the Office of the Texas Attorney General in Austin as a member of the Bankruptcy and Collections Division. Over the course of more than a decade of service, he represented Texas state agencies throughout the state in complex bankruptcy matters, with an emphasis on cases involving healthcare and environmental, energy and consumer protection matters. Before entering public service, he practiced at bankruptcy firms, representing parties in some of the largest cases in the United States, including billion-dollar asbestos-related bankruptcies. About Ross, Smith & Binford, PC Ross, Smith & Binford, PC, is a boutique law firm focused on corporate restructuring, bankruptcy, insolvency and mediation. With a nationwide practice based in Texas, the firm provides personalized client service, sound business knowledge and tenacious litigation skill. With more than 150 years of combined experience in the areas of bankruptcy, litigation and mediation, Ross, Smith & Binford is well-equipped to handle a wide range of legal and advisory services. [*] Katten Announces New Turnaround Podcast Hosted by Paul Musser ----------------------------------------------------------------- Katten announced an informative and enjoyable new turnaround podcast, "TMA Chicago Midwest Podcast Hosted by Paul Musser," co-produced by Katten Muchin Rosenman and TMA Chicago Midwest, a regional chapter of the Turnaround Management Association. Hosted by Katten Insolvency and Restructuring Partner Paul Musser, each monthly episode features conversations with turnaround practitioners, lenders, attorneys and investors. The 25-minute podcast strives to demystify the world of corporate renewal and restructuring and explore the personal motivations of experts in the field. In this month's episode, Mr. Musser welcomes Judge Timothy A. Barnes, who presides over matters in the United States Bankruptcy Court for the Northern District of Illinois in Chicago. Judge Barnes brings a unique perspective to the bench, having worked in private practice at major law firms in different segments of the insolvency industry, including on behalf of debtors, then lenders, and in complex litigation and international cases. As part of their conversation, Paul and Judge Barnes discussed current trends that he is seeing in his courtroom, including why the Seventh Circuit's K-Mart decision should not stop commercial debtors from filing their Chapter 11 cases in Chicago. In last month's episode Mr. Musser talks with Hilco Real Estate VP Jamie Cote about the general state of distress in real estate, including what's happening with office space in urban and suburban areas in an era of more remote and hybrid work and increased interest rates. TMA Chicago Midwest Podcast Hosted by Paul Musser | The General State of Distress in Real Estate With Jamie Cote can be accessed at https://katten.com/tma-chicago-midwest-podcast-hosted-by-paul-musser-the-general-state-of-distress-in-real-estate-with-jamie-cote About the Host Paul Musser is a partner in Katten's Insolvency and Restructuring practice. Based in Chicago, he has an excellent reputation helping middle-market lenders maximize their recovery in out-of-court workouts and in-court proceedings. He has deep experience representing secured creditors and other stakeholders in bankruptcies, breach of note and guaranty actions, receiverships, fraudulent transfer actions and commercial foreclosures. In addition to being a source to discuss news related to insolvency, restructuring and bankruptcies, especially in the real estate and health care sectors, Mr. Musser can also speak to distressed M&A matters. You can access or subscribe to "TMA Chicago Midwest Podcast Hosted by Paul Musser" on the Katten website -- https://katten.com/ -- as well as the following channels: https://podcasts.apple.com/us/podcast/tma-chicago-midwest-podcast/id1342038736 https://tmachicago.libsyn.com/ https://rephonic.com/podcasts/tma-chicago-midwest-podcast [^] BOND PRICING: For the Week from April 1 to 5, 2024 ------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 47.000 5/1/2025 99 Escrow Issuer Inc NDN 7.500 31.540 1/15/2026 99 Escrow Issuer Inc NDN 7.500 29.299 1/15/2026 99 Escrow Issuer Inc NDN 7.500 29.473 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 56.575 12/1/2024 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 40.991 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 43.062 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 41.261 2/15/2028 Amyris Inc AMRS 1.500 3.500 11/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 At Home Group Inc HOME 7.125 28.659 7/15/2029 At Home Group Inc HOME 7.125 28.659 7/15/2029 Audacy Capital Corp CBSR 6.500 3.500 5/1/2027 Audacy Capital Corp CBSR 6.750 3.750 3/31/2029 Audacy Capital Corp CBSR 6.750 3.750 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Beasley Mezzanine Holdings LLC BBGI 8.625 61.686 2/1/2026 Beasley Mezzanine Holdings LLC BBGI 8.625 61.274 2/1/2026 Biora Therapeutics Inc BIOR 7.250 57.093 12/1/2025 CommScope Inc COMM 8.250 45.133 3/1/2027 CommScope Inc COMM 8.250 44.891 3/1/2027 CommScope Technologies LLC COMM 5.000 37.234 3/15/2027 CommScope Technologies LLC COMM 5.000 37.500 3/15/2027 Cornerstone Chemical Co CRNRCH 10.250 31.000 9/1/2027 Curo Group Holdings Corp CURO 7.500 5.000 8/1/2028 Curo Group Holdings Corp CURO 7.500 25.500 8/1/2028 Curo Group Holdings Corp CURO 7.500 5.007 8/1/2028 Cutera Inc CUTR 2.250 23.750 6/1/2028 Cutera Inc CUTR 2.250 37.637 3/15/2026 Cutera Inc CUTR 4.000 22.250 6/1/2029 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 10.914 3/15/2042 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.000 10.479 8/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.350 14.729 3/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 10.914 3/15/2042 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 10.914 3/15/2042 Danimer Scientific Inc DNMR 3.250 7.250 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 3.000 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.250 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 6.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 4.700 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 4.875 8/15/2026 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.132 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.132 1/15/2023 Energy Conversion Devices ENER 3.000 0.762 6/15/2013 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 43.750 1/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 43.816 1/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 27.500 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 13.616 7/15/2026 Federal Home Loan Banks FHLB 5.340 99.974 4/23/2024 Federal Home Loan Banks FHLB 0.350 99.310 4/10/2024 Federal Home Loan Banks FHLB 5.150 99.821 6/28/2024 Federal Home Loan Banks FHLB 0.300 99.623 4/29/2024 Federal Home Loan Banks FHLB 1.740 99.925 4/11/2024 Federal Home Loan Mortgage Corp FHLMC 3.025 99.803 4/29/2024 First Republic Bank/CA FRCB 4.375 4.079 8/1/2046 First Republic Bank/CA FRCB 4.625 4.880 2/13/2047 Fisker Inc FSRN 2.500 0.875 9/15/2026 Flexion Therapeutics Inc FLXN 3.375 95.750 5/1/2024 GNC Holdings Inc GNC 1.500 0.841 8/15/2020 Gannett Media Corp GCI 4.750 96.625 4/15/2024 Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Gossamer Bio Inc GOSS 5.000 40.750 6/1/2027 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 3.750 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 7.018 6/1/2026 Hallmark Financial Services Inc HALL 6.250 15.440 8/15/2029 Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026 IPALCO Enterprises Inc AES 3.700 98.691 9/1/2024 Inseego Corp INSG 3.250 39.000 5/1/2025 Invacare Corp IVC 4.250 1.083 3/15/2026 JPMorgan Chase Bank NA JPM 2.000 87.158 9/10/2031 Karyopharm Therapeutics Inc KPTI 3.000 52.900 10/15/2025 Ligado Networks LLC NEWLSQ 15.500 14.750 11/1/2023 Ligado Networks LLC NEWLSQ 15.500 18.250 11/1/2023 Luminar Technologies Inc LAZR 1.250 35.250 12/15/2026 MBIA Insurance Corp MBI 16.836 2.730 1/15/2033 MBIA Insurance Corp MBI 16.836 2.690 1/15/2033 Macy's Retail Holdings LLC M 6.700 84.656 7/15/2034 Macy's Retail Holdings LLC M 6.900 89.960 1/15/2032 Mashantucket Western Pequot Tribe MASHTU 7.350 48.250 7/1/2026 Morgan Stanley MS 1.800 75.011 8/27/2036 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Pacific Premier Bancorp Inc PPBI 4.875 92.500 5/15/2029 Photo Holdings Merger Sub SFLY 8.500 45.875 10/1/2026 Photo Holdings Merger Sub SFLY 8.500 45.875 10/1/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 24.000 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 23.182 5/15/2026 Rackspace Technology Global Inc RAX 3.500 29.142 2/15/2028 Rackspace Technology Global Inc RAX 5.375 26.554 12/1/2028 Rackspace Technology Global Inc RAX 3.500 32.120 2/15/2028 Rackspace Technology Global Inc RAX 5.375 27.559 12/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.500 69.080 7/1/2025 Rite Aid Corp RAD 7.700 3.536 2/15/2027 Rite Aid Corp RAD 7.500 66.468 7/1/2025 Rite Aid Corp RAD 6.875 4.950 12/15/2028 Rite Aid Corp RAD 6.875 4.950 12/15/2028 RumbleON Inc RMBL 6.750 56.444 1/1/2025 SVB Financial Group SIVB 4.000 1.750 N/A SVB Financial Group SIVB 3.500 64.000 1/29/2025 SVB Financial Group SIVB 4.250 1.750 N/A SVB Financial Group SIVB 4.100 1.750 N/A SVB Financial Group SIVB 4.700 1.750 N/A Shift Technologies Inc SFT 4.750 0.627 5/15/2026 Spanish Broadcasting System Inc SBSAA 9.750 47.819 3/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 47.665 3/1/2026 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 9.787 5/15/2027 Veritone Inc VERI 1.750 36.000 11/15/2026 Virgin Galactic Holdings SPCE 2.500 34.563 2/1/2027 Voyager Aviation Holdings VAHLLC 8.500 16.000 5/9/2026 Voyager Aviation Holdings VAHLLC 8.500 16.000 5/9/2026 Voyager Aviation Holdings VAHLLC 8.500 16.000 5/9/2026 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 3.000 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 2.210 7/10/2025 WeWork Cos US LLC WEWORK 15.000 10.000 8/15/2027 WeWork Cos US LLC WEWORK 11.000 4.750 8/15/2027 WeWork Cos US LLC WEWORK 15.000 10.137 8/15/2027 WeWork Cos US LLC WEWORK 12.000 2.121 8/15/2027 WeWork Cos US LLC WEWORK 11.000 5.364 8/15/2027 Wesco Aircraft Holdings Inc WAIR 9.000 24.152 11/15/2026 Wesco Aircraft Holdings Inc WAIR 8.500 32.000 11/15/2024 Wesco Aircraft Holdings Inc WAIR 13.125 3.000 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 31.964 11/15/2024 Wesco Aircraft Holdings Inc WAIR 9.000 24.152 11/15/2026 Wesco Aircraft Holdings Inc WAIR 13.125 2.467 11/15/2027 Wheel Pros Inc WHLPRO 6.500 31.500 5/15/2029 Wheel Pros Inc WHLPRO 6.500 30.217 5/15/2029 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***