/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240411.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 11, 2024, Vol. 28, No. 101 Headlines 123DENTIST INC: Cliffwater Marks C$50MM Loan at 29% Off 1364720 B.C LTD: Cliffwater Marks C$11.4MM Loan at 26% Discount 5120 REALTY: Hires Kantrow Law Group as Legal Counsel 5120 REALTY: Seeks Approval to Hire Special Litigation Counsel 751 ST. NICHOLAS: Unsecureds to Get 50% in Sale Plan ACCORD LEASE: Case Summary & Four Unsecured Creditors ACE INSULATION: Plan will be Funded From Ongoing Operations AEGION CORP: Moody's Affirms 'B2' CFR, Outlook Remains Stable AEROTECH MIAMI: Committee Taps Genesis Credit as Financial Advisor AFFORDABLE POOL: Hires Bankruptcy Law Offices as Counsel AG-TWIN BROOK: Cliffwater Marks $6.9MM Loan at 57% Off AG-TWIN BROOK: Cliffwater Marks C$24.5MM Loan at 27% Off AIR INDUSTRIES: Releases Preliminary Q4, FY2023 Financial Results ALL SAINTS: Court Approves Disclosures and Confirms Plan AMADEUS TRUST: Taps O'Connor Playdon Guben & Inouye as Counsel ANSARI PIZZA: Seeks to Hire Shuker & Dorris as Bankruptcy Counsel ARCHBISHOP OF BALTIMORE: Committee Hires Burns Bair as Counsel ASPIRA WOMEN'S: Incurs $16.7 Million Net Loss in 2023 ASTER HARDWOODS: Hires Davis & Kotur Law Office as Counsel ATLAS LITHIUM: Inks $30M Investment and Offtake Deal With Mitsui AV RESIDENCE: Hearing on Sale of Vallejo Property Set for April 12 AWC-MH ACQUISITION: Cliffwater Marks $8.5MM Loan at 24% Off B&C FAMILY: Case Summary & Five Unsecured Creditors BAONANAS LLC: Seeks to Hire Middlebrooks Shapiro as Legal Counsel BARRIO DOGG: Court OKs Cash Collateral Access Thru June 30 BAYOU IN A BOWL: Hires Law Office of Thomas R. Willson as Counsel BB 23 HOLLOW: Voluntary Chapter 11 Case Summary BIG DOG: Seeks to Hire Buechler Law Office as Bankruptcy Counsel BLOCKFI INC: NY Regulators Agree to Skip Distribution BREWBILT BREWING: M&K CPAs Raises Going Concern Doubt BROCK HOLDINGS III: Moody's Assigns 'B3' CFR, Outlook Stable BROCK HOLDINGS: S&P Assigns Preliminary 'B-' ICR, Outlook Stable BROOKDALE SENIOR: Two Board Members to Retire in 2024 BROOKLYN STANDARD: Sale of Property to Pay Off Claims BURGESS BUNGALOW: Seeks to Tap Fellers Snider as Bankruptcy Counsel CABLE ONE: S&P Affirms 'BB' ICR on Revised Downgrade Trigger CANO HEALTH: Patient Care Ombudsman Taps Klehr Harrison as Counsel CASA SYSTEMS: Begins Court-Supervised Chapter 11 Sale Process CEDIPROF INC: Court Confirms Chapter 11 Plan CELEBRATION POINTE: Seeks to Tap Shuker and Dorris as Legal Counsel CHART INDUSTRIES: Moody's Alters Outlook on 'B1' CFR to Positive CLARK N SON: Seeks to Hire Jeanette Dabbs as Bookkeeper CLEAN ENERGY: Delays Filing of 2023 Annual Report COMTECH TELECOM: Interim CEO to Receive Annual Base Salary of $525K CONGRUEX GROUP: S&P Downgrades ICR to 'B-', Outlook Stable CORRELATE ENERGY: Reports $12.8 Million Net Loss in 2023 CPI CARD: S&P Upgrades ICR to 'B+', Outlook Stable CREPERIE D AMOUR: Case Summary & 20 Largest Unsecured Creditors CROSSROADS HOLDING: Cliffwater Marks $13.8MM Loan at 24% Off CRYPTO CO: Delays Filing of 2023 Annual Report Due to Limited Staff DELTA WHOLESALE: Trustee Hires Samuel D. Sweet PLC as Counsel DIOCESE OF ALBANY: Committee Hires Gilbert LLP as Special Counsel DISCOUNT AUTO: Case Summary & Three Unsecured Creditors DNT PROPERTY: Hires Whiteford Taylor & Preston LLP as Counsel EIGER BIOPHARMACEUTICALS: Hires Kurtzman as Claims & Noticing Agent EMMETT GROUP: Secured Party Sets May 30 Auction ENVIVA INC: Hires Kutak Rock LLP as Co-Counsel ENVIVA INC: Hires Lazard Freres & Co. LLC as Investment Banker ENVIVA INC: Hires PwC US Tax LLP as Investment Banker ENVIVA INC: Hires Vinson & Elkins L.L.P. as Counsel ENVIVA INC: Seeks to Hire Alvarez & Marsal as Financial Advisor EPR INVESTMENTS: Voluntary Chapter 11 Case Summary ESCAPE VELOCITY: S&P Affirms 'B' ICR, Outlook Stable ETHEMA HEALTH: Delays Filing of 2023 Annual Report EVANGELINE MASON: Hires Weinstein & St. Germain as Legal Counsel FINTHRIVE SOFTWARE: Cliffwater Marks $20MM Loan at 35% Off FISKER INC: Taps Deutsche Bank, PJT Partners as Financial Advisors FLEETNURSE INC: Hires David Peter Crocker as Special Counsel FORZA PIPELINE: Seeks to Hire McWhorter Cobb & Johnson as Counsel FTX TRADING: Examiner Taps Patterson Belknap as Legal Counsel FYE SPORTS: Case Summary & 14 Unsecured Creditors FYI OPTICAL: Cliffwater Marks CAD36.7MM Loan at 28% Off GAMIDA CELL: Inks Restructuring Support Agreement With Highbridge GIZMO BREW: Hires Buckmiller Boyette & Frost as Counsel GOLDIES ENTERPRISES: Hires Sayles & Associates as Counsel GROM SOCIAL: Delays Filing of 2023 Annual Report GROM SOCIAL: Sells $650K Convertible Note to Generating Alpha GROWLIFE INC: Delays Filing of 2023 Annual Report HERC HOLDINGS: S&P Raises ICR to 'BB' on Continued Revenue Growth HIGH WIRE: Delays Filing of 2023 Annual Report HIGHLAND CAPITAL: Court Tosses $240,000 Sanction vs. Ex-CEO HVP FOODS: Hires Gilberto Cardona Hernandez as Accountant ICR GROUP: Seeks to Hire Spence Law Office as Bankruptcy Counsel INGENOVIS HEALTH: Moody's Alters Outlook on 'B2' CFR to Negative INTELLIPHARMACEUTICS: Delays Filing of 2023 Annual Report IRON SPRINGS: Voluntary Chapter 11 Case Summary JACON LLC: Wins Cash Collateral Access Thru May 31 JAGUAR HEALTH: Issues 3.67M Shares Under 2014 Stock Incentive Plan JAGUAR HEALTH: Reports $41.9 Million Net Loss in 2023 JOANN INC: Hires Latham & Watkins LLP as Co-Counsel JOANN INC: Hires Young Conaway Stargatt as Co-Counsel JOANN INC: Seeks to Hire Alvarez & Marsal as Financial Advisor JOANN INC: Taps Deloitte Financial as Accounting Service Provider JOANN INC: Taps Deloitte Tax LLP as Tax Advisory Provider JOANN INC: Taps Houlihan as Financial Advisor and Investment Banker JOANN INC: Taps Kroll Restructuring as Administrative Advisor JUMP FINANCIAL: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable JUST FLOOR: Seeks Access to Revenued's Cash Collateral KAST MEDIA: Seeks to Hire Leslie Cohen Law as Bankruptcy Counsel KPM INVESTMENT B: Hires Rountree Leitman Klein & Geer as Counsel KPM INVESTMENT O: Hires Rountree Leitman Klein & Geer as Counsel KRAFTEX FLOOR: Seeks to Tap Schneider & Stone as Bankruptcy Counsel LUMEN TECHNOLOGIES: S&P Upgrades ICR to 'CCC+', Outlook Stable MASHANTUCKET (WESTERN): Moody's Lowers CFR to 'C', Outlook Stable MATER ACADEMY: S&P Affirms 'BB' Long-Term Rating on Revenue Bonds MEDICI URGENT: Seeks to Hire Robl Law Group as Bankruptcy Counsel MMA LAW FIRM: Voluntary Chapter 11 Case Summary MOBIQUITY TECHNOLOGIES: Requires More Time for Form 10-K Filing MONTICELLO CONSTRUCTION: Voluntary Chapter 11 Case Summary MOUNTAINSIDE COAL: Seeks to Tap Jorjani Law Office as Legal Counsel NEAR INTELLIGENCE: Exits Chapter 11 Bankruptcy NEW SK HOLDCO: S&P Withdraws 'CCC+' Issuer Credit Rating NL1 ACQUIRE: Cliffwater Marks C$1.3MM Loan at 27% Off NL1 ACQUIRE: Cliffwater Marks C$1.9MM Loan at 27% Off NL1 ACQUIRE: Cliffwater Marks CAD9.5MM Loan at 27% Off NUMBER HOLDINGS: Seeks $35.5MM DIP Loan from TC Lending PANACEA LIFE: Reports $8.02 Million Net Loss in 2023 PARK-OHIO INDUSTRIES: S&P Upgrades ICR to 'B', Outlook Stable PENNSYLVANIA REAL ESTATE: Amends Severance Plan for Officers PENNSYLVANIA REAL ESTATE: Emerges From Chapter 11 Bankruptcy PRIME HARVEST: Seeks to Hire Fellers Snider as Bankruptcy Counsel R & P LAND: Hires Russo White & Keller P.C. as Legal Counsel RAPSYS INC: Seeks to Hire Crane, Simon, Clar & Goodman as Counsel ROBERT WYATT: Seeks to Hire Dorsey & Whitney as Bankruptcy Counsel ROCKET SOFTWARE: Moody's Affirms 'B3' CFR, Outlook Stable ROCKET SOFTWARE: S&P Affirms 'B-' ICR on Acquisition of AMC SERVICE247 OF ILLINOIS: Hires Frank L. Broyles as Counsel SINTX TECHNOLOGIES: L1 Capital Reports 8.8% Equity Stake ST JOHNS RESIDENCE: Unsecureds Get At Least 5% in Plan SUPOR PROPERTIES: Seeks Cash Collateral Access SYNAPTICS INC: S&P Alters Outlook to Negative, Affirms 'BB-' ICR TAMPA LIFE: Seeks $7MM DIP Loan from UMB Bank TEREX CORP: Moody's Hikes CFR to Ba2 & Alters Outlook to Positive THRASIO HOLDINGS: Hires Centerview Partners as Investment Banker THRASIO HOLDINGS: Hires Kirkland & Ellis as Bankruptcy Counsel THRASIO HOLDINGS: Hires KPMG to Provide Tax Consulting Services THRASIO HOLDINGS: Seeks to Hire AlixPartners as Financial Advisor THRASIO HOLDINGS: Seeks to Tap Cole Schotz as Bankruptcy Co-Counsel THRASIO HOLDINGS: Taps Katten Muchin Rosenman as Special Counsel THRASIO HOLDINGS: Taps Kurtzman Carson as Administrative Advisor THREE SISTERS: Files Emergency Bid to Use Cash Collateral TPT GLOBAL: Boosts Shareholder Value With MASL Partnership TRINITAS ADVANTAGED: Seeks to Hire Moss Adams LLP as Tax Advisor TRIPLE 7: Seeks to Hire Jorjani Law Office as Legal Counsel TRUCK & TRAILER: Ordered to File Plan and Disclosures by July 19 TRULEUM INC: BF Borgers CPA Raises Going Concern Doubt TURBO BUYER: Cliffwater Marks $8.3MM Loan at 32% Off UP RIGHT: Seeks to Hire Danny Lopez as Appraiser VAIL RESORTS: Moody's Affirms 'Ba2' CFR, Outlook Stable VALLEY PORK: Unsecureds to Get Nothing in Plan VAPOTHERM INC: Secures $4M Senior Term Loan B Facility VAST MOUNTAIN: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel VHB FOODS: Hires Gilberto Cardona Hernandez as Accountant VPR BRANDS: Delays Filing of 2023 Annual Report VYCOR MEDICAL: Delays Filing of 2023 Annual Report WC 6TH AND RIO: Trustee Taps B. Riley Advisory as Financial Advisor WC 6TH AND RIO: Trustee Taps Wick Phillips as Bankruptcy Counsel WISCONSIN & MILWAUKEE HOTEL: Case Summary & 20 Top Unsec. Creditors WORMHOLE LABS: Unsecured Owed $27.5M Get 95% of New Equity Interest WYTHE BERRY: $177M Sale of WV Complex to Fund Plan XPRESS MEDIA: Filing of Plan and Disclosures Extended to April 24 ZADA REHAB: Seeks Cash Collateral Access ZOOZ POWER: Kesselman & Kesselman Raises Going Concern Doubt [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 123DENTIST INC: Cliffwater Marks C$50MM Loan at 29% Off ------------------------------------------------------- The Cliffwater Corporate Lending Fund has marked its C$50,321,655 loan extended to 123Dentist, Inc to market at C$35,854,386 or 71% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR for the Fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loan-Delayed Draw to 123Dentist, Inc. The loan accrues interest at a rate of 10.88% (CDOR+550) per annum. The loan matures on August 10, 2029. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 123Dentist Inc. offers various kinds of dental treatments. 123Dentist serves patients in Canada. 1364720 B.C LTD: Cliffwater Marks C$11.4MM Loan at 26% Discount --------------------------------------------------------------- The Cliffwater Corporate Lending Fund has marked its CAD11,442,500 loan extended to 1364720 B.C. LTD to market at CAD8,424,133 or 74% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR report for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loan to 1364720 B.C. LTD. The loan accrues interest at a rate of 9.98% (CDOR+450) per annum. The loan matures on September 9, 2028. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 5120 REALTY: Hires Kantrow Law Group as Legal Counsel ----------------------------------------------------- 5120 Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Kantrow Law Group, LLC as counsel. The firm's services include: (a) analysis of the financial situation, and rendering advice and assistance to the Debtor; (b) representation of the Debtor; (c) preparation of motions, documents, applications, disclosure statement(s) and plan in connection with the case; and (d) provision of legal advice to the Debtor in connection with all matters pending before the Court. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtors a retainer of $15,000, and $1,738 filing fee. Fred S. Kantrow, Esq., a partner at The Kantrow Law Group, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Fred S. Kantrow, Esq. The Kantrow Law Group, PLLC 732 Smithtown Bypass, Suite 101 Smithtown, NY 11787 Tel: (516) 703-3672 Email: fkantrow@thekantrowlawgroup.com About 5120 Realty Corp. 5120 Realty Corp. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of a real property located at 5118-5124 4th Avenue, Brooklyn, New York valued at $7 million. 5120 Realty Corp. in Brooklyn, NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 24-41259) on March 22, 2024, listing $7,049,127 in assets and $5,804,864 in liabilities. Hui Zhen Kuang as vice president, signed the petition. Judge Elizabeth S Stong oversees the case. THE KANTROW LAW GROUP, PLLC serve as the Debtor's legal counsel. 5120 REALTY: Seeks Approval to Hire Special Litigation Counsel -------------------------------------------------------------- 5120 Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Richard Kaufman, Esq., Eric Sackstein, Esq., and Robert Steinberg, Esq., attorneys practicing in N.Y., as its special litigation counsel. The Debtor requires a special counsel to prosecute the pending appeal for the judgment of foreclosure and sale in the case styled BP3 Capital LLC v. 5120 Realty Corp., et al., Index No. 516846/2021. The attorneys will be paid at an hourly rate of $425 and paralegal at $200 per hour. In addition, the attorneys will be reimbursed for expenses incurred. The attorneys disclosed in court filings that they are "disinterested persons" as the term is defined in Section 101(14) of the Bankruptcy Code. The attorneys can be reached at: Richard J. Kaufman, Esq. Eric A. Sackstein, Esq. Robert Steinberg, Esq. Port Jefferson, NY 11777 About 5120 Realty 5120 Realty Corp. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of a real property located at 5118-5124 4th Avenue, Brooklyn, New York valued at $7 million. 5120 Realty filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-41259) on Mar. 22, 2024. In the petition signed by Hui Zhen Kuang, vice president, the Debtor disclosed $7,049,127 in total assets and $5,804,864 in liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Fred S. Kantrow, Esq., at The Kantrow Law Group, PLLC as bankruptcy counsel and Richard Kaufman, Esq., Eric Sackstein, Esq., and Robert Steinberg, Esq., as special counsel. 751 ST. NICHOLAS: Unsecureds to Get 50% in Sale Plan ---------------------------------------------------- 751 ST. Nicholas Avenue Realty Corp. submitted a Chapter 11 Plan and a Disclosure Statement. A hearing on the Disclosure Statement will be held on April 25, 2024. The Debtor shall undertake to conduct the sale of its interest in the property known as the Beck Street Property. The Debtor has reached out to Scott-Peters Management Inc., a Licensed Broker, to undertake the sale of the Beck Street Property. The broker will receive a commission of 5%. The Plan provides for the Debtor to sell the Beck Street Property, free and clear of claims which shall attach to the proceeds. The Purchaser may obtain financing pursuant to a mortgage contingency subject, in all respects, to the Debtor's agreement, with the Debtor having full discretion. The sale will take place within 30 days after the mortgage being obtained unless extended for an additional limited period of time not to exceed an additional 60 days. The sale must take place after the Confirmation Date to entitle the Debtor to an exemption under Sec. 1146 of the Bankruptcy Code for any transfer taxes and mortgage recording fees. The distribution should take place to creditors with allowed claims within 15 days after the Closing on the sale and to disputed creditors within 15 days after entry of a Final Court Order approving and affirming the validity and priority of the claims of such disputed creditors. Distributions shall be made to the Mortgagee upon a Final Order allowing the Mortgagee's claims. Under the Plan, Class 5 consists of Unsecured Claims. The Debtor believes there are no Unsecured Creditors. To the extent there are unsecured creditors, such creditors will be paid an amount equal to 50% of their Allowed Unsecured Claim on the Effective Date. Class 5 is impaired. Counsel for the Debtor: Leo Fox, Esq. 630 Third Avenue – 18th Floor New York, NY 10017 Tel: (212) 867-9595 Fax: (212) 949-1857 E-mail: leo@leofoxlaw.com A copy of the Disclosure Statement dated March 27, 2024, is available at https://www.pacermonitor.com/view/NDQPGXY/751_St_Nicholas_Avenue_Realty__nysbke-23-11688__0056.0.pdf?mcid=tGE4TAMA About 751 St. Nicholas Avenue Realty 751 St. Nicholas Avenue Realty Corp. is a New York-based company primarily engaged in renting and leasing real estate properties. The Debtor owns (a) a mixed-use property consisting of seven residential units and one commercial unit at 751 St. Nicholas Avenue, New York, New York 10031, (b) a three-family property located at 109-29 Liverpool Street, Jamaica, New York, and (c) a 65% ownership interest in a two-family property located at 767 Beck Street, Bronx, New York. 751 St. Nicholas filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-11688) on Oct. 23, 2023, with $1 million to $10 million in both assets and liabilities. David Hill, president, signed the petition. Judge David S. Jones presides over the case. Leo Fox, Esq., is the Debtor's legal counsel. ACCORD LEASE: Case Summary & Four Unsecured Creditors ----------------------------------------------------- Debtor: Accord Lease, Inc. Attn: Igor Tsapar, President 297 Birchwood Ln Bloomingdale, IL 60108-2107 Business Description: The Debtor is in the business of automotive equipment rental and leasing. Chapter 11 Petition Date: April 9, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-05152 Debtor's Counsel: J. Kevin Benjamin, Esq. BENJAMIN LEGAL SERVICES 1016 W. Jackson Blvd Chicago, IL 60607-2914 Tel: (773) 425-5755 E-mail: attorneys@benjaminlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Igor Tsapar as president & designated representative. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WZ4KMYY/Accord_Lease_Inc__ilnbke-24-05152__0001.0.pdf?mcid=tGE4TAMA ACE INSULATION: Plan will be Funded From Ongoing Operations ----------------------------------------------------------- Ace Insulation, Inc., submitted a First Amended Plan of Reorganization. Dwaine and Dean McCoy founded Ace Insulation, Inc. in 2011. Ace Insulation's corporate office is now located in Petaluma, California, and it has a second branch in Sacramento, California. Ace Insulation provides insulation services to homeowners, home builders, and contractors, and it performs both residential and commercial work. Given the large tax claims and the pending litigation, Ace Insulation determined that filing bankruptcy was necessary if it was to have an opportunity to preserve its business and the jobs that come with it. This Plan of Reorganization under chapter 11 of the Bankruptcy Code (the Code) proposes to pay creditors from current cash on hand and operations of the business in the future. The unsecured claims and their corresponding treatment are: Class 5 – Non-priority unsecured creditors except those included in Classes 6 and 7. Debtor estimates the Class 5 claims at $2,500,000. The holders of Class 5 claims shall receive a pro rata share of the sum of $300,000 (the "Class 5 Pot"). Debtor will begin contributing to the Class 5 Pot by making 12 quarterly payments of $25,000, beginning on April 1, 2024. To the extent Debtor recovers funds on any of its retained claims, those recoveries net of costs of collection will be distributed to Class 5 creditors. At this time recovery is too uncertain to predict or estimate whether there will be any recovery beyond the Class 5 Pot. Holders of allowed Class 5 Non-priority Unsecured Claims are impaired and entitled to vote on the Plan. Class 6 – Non-priority unsecured claim of Isabel Avina ("Avina"). Avina has an unsecured claim for an unknown amount based upon a pre-petition auto accident involving one of Debtor's employees. Avina will not recover anything from the Debtor's estate but will be able to pursue her claim in state court, while limiting her recovery against the Debtor to the Debtor's available insurance proceeds. The holder of the Class 6 Non-priority Unsecured Claim is unimpaired and not entitled to vote on the Plan. Class 7 – The non-priority disputed unsecured claim of Justin Bigby et al. The Class 7 claimants filed a 3-page claim asserting a claim of over $20,000,000 arising out of alleged Class and PAGA claims. The Class 7 claimants will have the option of accepting a payment of $50,000 on the Effective in full satisfaction of their claims. If the Class 7 claimants do not elect to accept the proposed payment, Debtor will object to the claims on various grounds. If Class 7 creditors ever establish an allowed claim, the Class will be entitled a recovery of 12% of its claims. Pursuant to the Court's order on Debtor's Motion to Expunge, the Class Claim has been expunged, leaving only Mr. Bigby's individual claim (not yet amended) and arguably his PAGA claim. Class 7 non-priority disputed unsecured claim is impaired. The Plan will be funded from Debtor's ongoing operations. As evidenced in the projected budget attached to this Plan, the Debtor will operate profitability and be able to make the Plan payments. Finally, the Debtor asserts a claim against former officers and third parties arising out of their pre-petition conduct. Any recovery on the claims against these parties will be used to make payments to creditors. A copy of the Plan of Reorganization dated March 27, 2024, is available at https://tinyurl.ph/Dfswd from PacerMonitor.com. About Ace Insulation Ace Insulation, Inc., is a locally owned and operated home improvement company and spray insulation contractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-10495) on October 4, 2023. In the petition signed by Dwaine McCoy, president, the Debtor disclosed $2,789,026 in total assets and $7,383,101 in total liabilities. Stephen D. Finestone, Esq., at Finestone Hayes, LLP, is the Debtor's legal counsel. AEGION CORP: Moody's Affirms 'B2' CFR, Outlook Remains Stable ------------------------------------------------------------- Moody's Ratings affirmed Aegion Corporation's B2 corporate family rating, B2-PD probability of default rating and B2 senior secured first lien term loan rating. Moody's assigned a B2 rating to the company's amended and extended $100 million senior secured first lien revolving credit facility expiring February 2028 and withdrew the $75 million senior secured first lien revolving credit facility expiring 2026 rating as it has been replaced by the upsized revolver. The outlook is stable. Aegion provides trenchless wastewater pipe rehabilitation, maintenance and protection solutions. The affirmation of the B2 CFR reflects Moody's expectation for Aegion's high debt-to-EBITDA leverage of 6.5x for the LTM period ended September 30, 2023 to decline to below 6.0x over the next 12 to 18 months, driven by Moody's anticipation for high-single digit revenue growth and improved profitability rates achieved through in-process cost savings initiatives and higher pricing. A strong backlog of around $700 million and good liquidity profile featuring Moody's anticipation for free cash flow in 2023 and 2024 provide additional rating support. However, Moody's anticipates aggressive financial strategies with respect to debt-funded acquisitions will persist as part of company's growth strategy, which puts pressure on the company's credit profile. RATINGS RATIONALE The B2 CFR reflects Aegion's high financial leverage, balanced by its good scale, with a pro forma for acquisitions and divestiture revenue around $1 billion for the last twelve months ended September 30, 2023, and leading market position in trenchless wastewater pipe rehabilitation, which accounted for about 85% of revenue, and corrosion prevention solutions. Aegion pioneered its cured in place pipe products and technology, and maintains an integrated manufacturing and service infrastructure that the company believes is the largest in North America, providing it with barriers to competitors entry and scale advantages. Moody's expectation for strong demand for Aegion's services, supported by aging and largely local pipeline infrastructure, and the funding enabled by the 2022 Infrastructure law. Moody's anticipation for at least 2.0x EBITA-to-interest expense and positive free cash flow provide additional support. In 2023, the company put in place cost savings initiatives related to improving field productivity by consolidating job vehicles to reduce the number of trucks and drivers required per team. Moody's expects the savings from these actions and higher pricing of new jobs to lead to financial leverage declines below 6.0x, driven by EBITDA margin rate expansion and mandatory debt repayments. However, Moody's also anticipates aggressive financial strategies with respect to debt-funded acquisitions will persist as part of company's growth strategy, which puts pressure on the company's credit profile. Moody's considers Aegion's liquidity profile as good, supported by the company's $37 million of cash on hand as of September 30, 2023 and Moody's expectation for positive annual free cash flow over the next 12 to 15 months period. There is around $8 million of required annual term loan amortization payments which Moody's anticipates will be funded with the company's free cash flow. Additionally, annual term loan principal repayments are required equal to 50% of Excess Cash Flow (as defined in the agreement) while the First Lien Net Leverage Ratio (as defined in the agreement) is above 5.0 times, with steps down to 25% and 0% below 5x and below 4.5x, respectively. As of September 30, 2023, the company had $22 million outstanding letters of credit, which reduces its revolver availability to $78 million, pro forma for the January 2024 facility upsize to $100 million. Moody's believes that the revolver could be potentially utilized for strategic acquisitions during the year. Access to the revolver is subject to maintenance of the First Lien Net Leverage Ratio below 8.4x, when at least 35% of the revolver is used. As of September 30, 2023, Aegion's first lien net leverage ratio was 5.4x. Moody's expects that Aegion will remain in compliance with the test if it were to be measured over the next 12 to 15 months. There are no financial covenants applicable to the term loan. The B2 senior secured first lien credit facility rating, consisting of the $100 million revolver expiring February 2028 and $809 million (remaining balance) term loan due May 2028, is in line with the B2 CFR and reflects its position as the vast majority of debt in the capital structure. The facility is secured by a perfected first lien security interest in substantially all of the Aegion's assets, subject to certain permitted liens and other exceptions outlined in the facility agreement. The stable outlook reflects Moody's expectations that Aegion will maintain good liquidity, supported by positive free cash flow generation, and that steady demand for Aegion's services will contribute to revenue growth in a high-single digits rate range and further profitability rate expansion, and that debt-to-EBITDA will be around 5.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Aegion sustains debt-to-EBITDA below 5.0x, EBITA-to-interest expense of at least 2.5x and maintains balanced financial strategies, prioritizing debt repayment over debt-funded acquisitions or shareholder returns. The ratings could be downgraded if the company's revenue does not grow and profitability rates do not improve. The ratings could also be downgraded if the company's debt-to-EBITDA remains above 6.0x and free cash flow-to-debt sustains below 3%, or if liquidity deteriorates. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Aegion, based in Chesterfield, MO and controlled by an affiliate of private equity sponsor New Mountain Capital, provides integrated pipeline rehabilitation products and services mostly to US municipal waste water authorities, and corrosion protection services to oil and natural gas pipeline infrastructure owners in North America. Moody's expects 2024 revenue of over $1 billion. AEROTECH MIAMI: Committee Taps Genesis Credit as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 cases of Aerotech Miami Inc., doing business as iAero Tech, and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Genesis Credit Partners LLC as its financial advisor. The firm's services include: (a) become familiar with and analyze the Debtors' cash collateral and other financial and operating budgets, assets and liabilities, and overall financial condition; (b) review financial and operational information furnished by the Debtors; (c) analyze current litigation and the impact of the same on creditors' recoveries; (d) scrutinize the economic terms of various agreements; (e) analyze the Debtors' proposed restructuring support agreements and develop alternative scenarios, if necessary; (f) assess the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; (g) prepare, or review as applicable, the unsecured claims pool and overall claims analyses; (h) assisting the committee in reviewing the Debtors' financial reports; (i) assess any pre-petition and post-petition marketing processes, advise the committee thereof in conjunction with any to-be-hired investment banking firm, interact with the investment banker on the strategy and outcomes of the current sale process, and assist in supplementing any post-petition marketing processes; (j) advise the committee on the current state of these cases; (k) advise the committee in negotiations with the Debtors and third parties as necessary; (l) if necessary, participate as a witness in hearings before the court with respect to matters upon which the firm has provided advice; and (m) perform other activities as are approved by the committee, its counsel, and as agreed to by the firm. The hourly rates of the firm's professionals are as follows: Partners $795 - $950 Directors/Managing Directors $550 - $695 Associates/VPs $425 - $550 Analysts $255 - $395 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Edward Kim, a partner at Genesis Credit Partners, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Edward Kim, Esq. Genesis Credit Partners LLC 701 Brickell Avenue, Suite 1480 Miami, FL 33131 About Aerotech Miami AeroTech Miami Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-17503) on September 19, 2023. In the petition signed by Kevin Nystrom, interim chief executive officer, the Debtor disclosed up to $50,000 in assets and up to $1 billion. Judge Robert A. Mark oversees the case. The Debtors tapped King & Spalding LLP as general bankruptcy counsel, Berger Singerman LLP as co-counsel, AP Services, LLC as restructuring services provider, Jefferies LLC as investment banker, and Genesis Credit Partners LLC as financial advisor. Kroll Restructuring Administration LLC is the claims and noticing agent. AFFORDABLE POOL: Hires Bankruptcy Law Offices as Counsel -------------------------------------------------------- Affordable Pool & Spa Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Bankruptcy Law Offices as counsel. The firm will provide these services: a. give the Debtor legal advice with respect to its rights and duties in connection with the Chapter 11 proceeding; and b. perform all other legal services which may be necessary. The firm will be paid at the rate of $325 per hour. The Debtor paid the firm a retainer of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: George E. Jacobs, Esq. Bankruptcy Law Offices 2425 S. Linden Rd., Ste. C Flint, MI 48532 Tel: (810) 720-4333 Email: George@bklawoffice.com About Affordable Pool & Spa Inc. Affordable Pool & Spa Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-30559) on March 25, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Joel D. Applebaum presides over the case. George E. Jacobs, Esq., at Bankruptcy Law Offices represents the Debtor as counsel. AG-TWIN BROOK: Cliffwater Marks $6.9MM Loan at 57% Off ------------------------------------------------------ The Cliffwater Corporate Lending Fund has marked its $6,904,563 loan extended to AG-Twin Brook Healthcare to market at $2,980,700 or 43% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR report for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loanto AG-Twin Brook Healthcare. The loan accrues interest at a rate of 11.881% Payment in Kind (SOFR+625) per annum. The loan matures on March 5, 2026. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 AG-Twin Brook Healthcare provides healthcare services. AG-TWIN BROOK: Cliffwater Marks C$24.5MM Loan at 27% Off -------------------------------------------------------- The Cliffwater Corporate Lending Fund has marked its C$24,562,500 loan extended to AG-Twin Brook Healthcare to market at C$17,918,469 or 73% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR report for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loan to AG-Twin Brook Healthcare. The loan accrues interest at a rate of 11.15% (CDOR+575) per annum. The loan matures on July 23, 2026. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 AG-Twin Brook Healthcare provides healthcare services. AIR INDUSTRIES: Releases Preliminary Q4, FY2023 Financial Results ----------------------------------------------------------------- Air Industries Group reported preliminary earnings results for the fourth quarter and full-year of 2023, along with its initial 2024 business outlook. "The fourth quarter of 2023 marked a robust end to a year of significant progress and strategic growth positioning," said Lou Melluzzo, CEO of Air Industries Group. "Not only did Q4 see the highest net sales of the year but also saw us achieve our highest operating income and Adjusted EBITDA. With strong bookings and continually expanding opportunities, I am confident about our future and expect 2024 to be a year of growth." In the Fourth Quarter 2023, the Company reported a net income of $180,000, compared to a net loss of $899,000 in the Fourth Quarter 2022. For the Fiscal Year 2023, the Company reported a net loss of $2.13 million compared to a net loss of $1.087 million in 2022. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/ydckp3vx About Air Industries Group Air Industries Group (NYSE American: AIRI) is an integrated manufacturer of precision assemblies and components for leading aerospace and defense prime contractors and original equipment manufacturers. The Company is a Tier 1 supplier to aircraft Original Equipment Manufacturers, a Tier 2 subcontractor to major Tier 1 manufacturers, and a Prime Contractor to the U.S. Department of Defense, and is highly regarded for its expertise in designing and manufacturing parts and assemblies that are vital for flight safety and performance. While the Company is presently in full compliance with its Webster Facility, it has failed to meet its covenants, as amended, during two out of three of the last fiscal quarters. Additionally, it is possible, that the Company may not meet its financial covenants in one of the upcoming fiscal quarters over the next 12 months due to either future losses or raising interest rates. Therefore, due to the aforementioned issues, the Company has classified the term loan that expires on December 30, 2025 as current as of September 30, 2023, in accordance with the guidance in ASC 470-10-45 related to the classification of callable debt. Failure to meet the revised covenants in future periods and secure any necessary waivers raises substantial doubt about the Company's ability to continue as a going concern within one year after the issuance date of its report. The Company is required to maintain a collection account with Webster Bank into which substantially all of the Company's cash receipts are remitted. If Webster were to cease lending and keep the funds remitted to the collection account, the Company would lack the funds to continue its operations, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. ALL SAINTS: Court Approves Disclosures and Confirms Plan -------------------------------------------------------- The Bankruptcy Court has entered an order approving on a final basis the Disclosure Statement of All Saints Episcopal Church, and confirming the Church's Plan under Section 1129 of the Bankruptcy Code. All objections to approval of the Disclosure Statement or confirmation of the Plan are overruled. Holders of Claims in Class 1, 2, and 3 are unimpaired and deemed to accept the Plan under Section 1126(f) of the Bankruptcy Code. Therefore, solicitation of acceptances from Holders of Claims in Classes 1 through 3 was not required. The Court therefore finds that all Holders of Claims in such classes have accepted the Plan. Holders of claims in Class 4 were eligible to vote on the Plan. As set forth in the Declaration of John D. Gaither (the "Voting Report"), submitted in support of confirmation of the Plan, Class 4 voted unanimously to accept the Plan. Therefore, Section 1129(a)(10) has been satisfied. The Plan, which provides for the reinstatement of Claims in Class 1 and payments to Holders of Allowed Claims in Class 4 over time, is feasible. First, the Debtor's income projections upon which the Plan payments are premised are reasonably conservative, and the Plan does not depend on unrealistic or speculative increases in revenue. To the contrary, the Debtor's revenue projections are based upon historical trends, specifically including the Debtor's monthly average receipts during the pendency of this case as reflected on the Debtor's monthly operating reports. On Dec. 15, 2023, the Bankruptcy Court entered its Agreed Order Granting Joint 9019 Motion for Order Approving Final Settlement Agreement in Adversary Case No. 21-04082 in the Chapter 11 Case (the "Settlement Order") approving the Final Settlement Agreement and Mutual Release (the "Settlement Agreement") by and among the Debtor, ACNA All Saints, and the Diocesan Corporation. On Dec. 18, 2023, the Bankruptcy Court entered its Agreed Final Judgment Dismissing Adversary Proceeding with Prejudice (the "Final Judgment") in the Adversary Proceeding. The Settlement Order, Settlement Agreement, and Final Judgment (collectively, the "Settlement Documents") are integral components of the Plan and are incorporated as if set forth fully therein. Plan of Reorganization All Saints Episcopal Church submitted a Plan of Reorganization. Under the Plan, Class 4 consists of General Unsecured Claims. On or before the later of (a) the date that is 24 months after the Effective Date, or (b) the date that is 30 days after the Allowance Date with respect to a General Unsecured Claim, each Holder of a General Unsecured Claim will receive from the Reorganized Debtor, in full satisfaction, settlement, release and discharge of and in exchange for such Claim, either (i) Cash in the Allowed Amount of such Claim, or (ii) such other, less favorable treatment to which such Holder and the Debtor or the Reorganized Debtor, as applicable, agree to in writing. The Debtor may, at its election, make partial payments to Holders of General Unsecured Claims in one or more installments prior to the date payment in full is due under this section. In addition, the Debtor may take longer to pay the Holder of a General Unsecured Claim if the Holder of such General Unsecured Claim agrees to allow the Debtor a longer time to pay. Class 4 is impaired. The Debtor and Reorganized Debtor shall fund distributions under the Plan with Unrestricted Assets, including Unrestricted Assets received by the Debtor after the Petition Date. In the Debtor's and Reorganized Debtor's sole discretion, Restricted Assets may be used to fund Distributions under the Plan to the extent such Distributions are consistent with all restrictions on use of such Restricted Assets and applicable law. Counsel for the Debtor: Patrick J. Neligan, Jr., Esq. Douglas J. Buncher, Esq. John D. Gaither, Esq. NELIGAN LLP 4851 LBJ Freeway, Suite 700 Dallas, TX 75244 Tel: 214-840-5300 E-mail: pneligan@neliganlaw.com dbuncher@neliganlaw.com jgaither@neliganlaw.com A copy of the Order dated March 27, 2024, is available at https://tinyurl.ph/ZEHGw from PacerMonitor.com. About All Saints Episcopal Church All Saints Episcopal Church, a parish in The Episcopal Church in North Texas, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 21-42461) on Oct. 20, 2021, listing as much as $10 million in both assets and liabilities. Christopher N. Jambor, rector, chairman and president, signed the petition. Judge Edward L. Morris oversees the case. Patrick J. Neligan, Jr., Esq., at Neligan LLP represents the Debtor as legal counsel. The Debtor filed its Chapter 11 plan of reorganization and disclosure statement on Feb. 17, 2022. The plan provides for the Debtor's reorganization and the liquidation of some of its properties to pay claims of its creditors. AMADEUS TRUST: Taps O'Connor Playdon Guben & Inouye as Counsel -------------------------------------------------------------- The Amadeus Trust Under Declaration of Trust of January 24, 2000, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ O'Connor Playdon Guben & Inouye, LLP as its special litigation local counsel. The Debtor requires a local counsel to represent its interests in a verified complaint filed in the Second Circuit Court for the State of Hawaii, Case No. 2CC191000029. The hourly rates of the firm's counsel and staff are as follows: Dennis E.W O'Connor, Jr., Partner $375 Kristi L. Arakaki, Associate $330 Harley R. Mewha, Associate $230 Ana L. Malefyt $145 Nelson Kwok $145 Joe Medeiros $70 In addition, the firm will seek reimbursement for expenses incurred. Mr. O'Connor disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dennis E.W O'Connor, Esq. O'Connor Playdon Guben & Inouye, LLP 737 Bishop Street, Suite 2340 Honolulu, HI 96813 Telephone: (808) 524-8350 Facsimile: (808) 531-8628 Email: info@opgilaw.com About The Amadeus Trust Under Declaration of Trust of January 24, 2000 The Amadeus Trust under Declaration of Trust of January 24, 2000, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-13086) on May 18, 2023, with as much as $1 million to $10 million in both assets and liabilities. Gerald Goldstein, trustee, signed the petition. Judge Neil W. Bason oversees the case. The Debtor tapped Jeffrey I. Golden, Esq., at Golden Goodrich, LLP as legal counsel and Dennis E.W O'Connor, Esq., at O'Connor Playdon Guben & Inouye, LLP as special litigation local counsel. ANSARI PIZZA: Seeks to Hire Shuker & Dorris as Bankruptcy Counsel ----------------------------------------------------------------- Ansari Pizza LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Shuker & Dorris, PA as counsel. The firm's services include: (a) advise the Debtors of their rights and duties in the bankruptcy case; (b) prepare pleadings related to this case; and (c) take any and all other necessary action incident to the proper preservation and administration of this estate. The hourly rates of the firm's counsel and staff are as follows: Partners $550 - $700 Associates $475 Paraprofessionals $105 - $220 Prior to the petition date, the firm received a retainer in the amount of $72,714.65 for post-petition services and expenses. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Scott Shuker, Esq., a partner at Shuker & Dorris, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: R. Scott Shuker, Esq. Shuker & Dorris, P.A. 121 S. Orange Avenue, Suite 1120 Telephone: (407) 337-2060 Facsimile: (407) 337-2050 Email: rshuker@shukerdorris.com About Ansari Pizza Ansari Pizza LLC and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 24-01433) on Mar. 25, 2024. The case is jointly administered in Case No. 24-01433. In the petitions signed by Nabeel T. Ansari, manager, Ansari Pizza disclosed up to $10 million in both assets and liabilities. Judge Grace E. Robson oversees the case. R. Scott Shuker, Esq. at Shuker & Dorris, PA represents the Debtor as counsel. ARCHBISHOP OF BALTIMORE: Committee Hires Burns Bair as Counsel -------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 case of Roman Catholic Archbishop of Baltimore seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Burns Bair, LLP as its special insurance counsel. The firm will render these services: (a) analyze and assess the nature and scope of the Debtor's insurance assets; (b) represent the committee with respect to insurance issues; (c) participate in mediation and negotiation related to the Debtor's insurance coverage; (d) advise the committee with respect to the Debtor's insurance coverage; and (e) provide additional advice or action related to the Debtor's insurance coverage that the committee requires. The hourly rates of the firm's counsel and staff are as follows: Timothy Burns $1170 Jesse Bair $810 Nathan Kuenzi $495 Brian Cawley $495 Karin Jonch-Clausen $495 Paraprofessionals $324 In addition, the firm will seek reimbursement for expenses incurred. Timothy Burns, Esq., a partner at Burns Bair, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Timothy W. Burns, Esq. Burns Bair, LLP 10 E. Doty Street, Suite 600 Madison, WI 53703 Telephone: (608) 286-2302 Email: info@burnsbair.com About Roman Catholic Archbishop of Baltimore Roman Catholic Archbishop of Baltimore is a non-profit religious institution that maintains its principal place of business at 320 Cathedral Street, Baltimore, Maryland 21201. Consistent with Canon Law and Maryland law, the RCAB holds property, including real property, as a corporation sole for the purposes of erecting churches, parsonages, burial grounds, or schools according to the discipline and government of the Roman Catholic Church, with all such property to be used only for such purposes. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-16969) on Sept. 29, 2023. In the petition signed by William E. Lori, archbishop, the Debtor disclosed $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Judge Michelle M. Harner oversees the case. The Debtor tapped YVS Law, LLC and Holland & Knight LLP as legal counsel; Keegan Linscott & Associates, PC as financial and restructuring advisor; and Gallagher Evelius & Jones LLP as special counsel. Epiq Corporate Restructuring LLC is the claims, noticing, and balloting agent. The U.S. Trustee for Region 5 appointed an official committee to represent unsecured creditors in the Chapter 11 case of The Roman Catholic Archbishop of Baltimore. The committee tapped Stinson LLP as counsel, Tydings & Rosenberg LLP as local counsel, and Burns Bair, LLP as special insurance counsel. ASPIRA WOMEN'S: Incurs $16.7 Million Net Loss in 2023 ----------------------------------------------------- Aspira Women's Health Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $16.69 million on $9.15 million of total revenue for the year ended Dec. 31, 2023, compared to a net loss of $29.88 million on $8.18 million of total revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $6.26 million in total assets, $8.63 million in total liabilities, and a total stockholders' deficit of $2.36 million. Boston, Massachusetts-based BDO USA, P.C., the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 29, 2024, citing that Company has suffered recurring losses from operations and expects to continue to incur substantial losses in the future, which raise substantial doubt about its ability to continue as a going concern. The Company plans to continue to expend resources selling and marketing its ovarian cancer and endometriosis offerings and developing additional diagnostic tests and service capabilities. Aspira Women's said, "We do not believe our existing cash and cash equivalents balance and cash flow from operations will be sufficient to meet our working capital, capital expenditures, and material cash requirements from known contractual obligations for the next twelve months and beyond. Our future capital requirements, the adequacy of available funds, and cash flows from operations could be affected by various risks and uncertainties, including, but not limited to, those detailed in Part I, Item 1A, Risk Factors in this Annual Report. We have incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $518.3 million as of December 31, 2023. We also expect to incur a net loss and negative cash flows from operations for 2024. In order to continue our operations as currently planned through 2024 and beyond, we will need to raise additional capital, which may include public or private equity offerings, debt financing, collaborations, licensing arrangements. Given the above conditions, there is substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/926617/000092661724000015/awh-20231231x10k.htm About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is dedicated to the discovery, development, and commercialization of noninvasive, AI-powered tests to aid in the diagnosis of gynecologic diseases. OvaWatch and Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they provide the only comprehensive portfolio of blood tests to aid in the detection of ovarian cancer for the 1.2+ million American women diagnosed with an adnexal mass each year. OvaWatch provides a negative predictive value of 99% and is used to assess ovarian cancer risk for women where initial clinical assessment indicates the mass is indeterminate or benign, and thus surgery may be premature or unnecessary. Ova1Plus is a reflex process of two FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian malignancy in women planned for surgery. ASTER HARDWOODS: Hires Davis & Kotur Law Office as Counsel ---------------------------------------------------------- Aster Hardwoods, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Davis & Kotur Law Office, CO, LPA as counsel. The firm will provide these services: a. give the Debtor-in-Possession advice with respect to its powers and duties and assist the Debtor as needed in the administration of the Debtor's estate and preparation of a plan of organization; b. prepare on behalf of the Debtor-in-Possession any necessary applications, motions, reports, orders, answers, and other pleadings; c. represent the Debtor-in-Possession at hearings on various motions, applications and proceedings; d. investigate and institute any proceedings relating to transactions between the Debtor and its creditors; and e. perform such other legal services as shall be necessary and appropriate in connection with the Debtor-in-Possession's performance of its duties. The firm will be paid at these rates: Attorneys $225 per hour Paralegals $50 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kelly Gene Kotur, Esq., a partner at Davis & Kotur Law Office CO. LPA, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kelly Gene Kotur, Esq. Davis & Kotur Law Office CO. LPA 407-A Howard Street Bridgeport, OH 43912 Tel: (740) 635-1217 Fax: (740) 633-9843 Email: kellykotur@davisandkotur.com About Aster Hardwoods, LLC Aster Hardwoods, LLC is a land clearing company founded in 2012. The Company can also do road building, demolition, and asbestos abatement. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. W.V. Case No. 24-00118) on March 13, 2024. In the petition signed by Michael Winland, president/owner, the Debtor disclosed $6,832,418 in total assets and $4,039,300 in total liabilities. Judge David L. Bissett oversees the case. Kelly Gene Kotur, Esq., at Davis & Kotur Law Office Co. LPA, represents the Debtor as legal counsel. ATLAS LITHIUM: Inks $30M Investment and Offtake Deal With Mitsui ---------------------------------------------------------------- Atlas Lithium Corporation has signed definitive investment and offtake agreements with Mitsui & Co., Ltd. which the Company considers as strong validation of its project and team. Mitsui is purchasing US$30,000,000 in common shares of Atlas Lithium at a 10% premium to the 5-day VWAP and at the same time entering into an Offtake Agreement for the future purchase of 15,000 tons of lithium concentrate from Phase 1 and 60,000 tons per year for five years from Phase 2 of Atlas Lithium's soon to be producing Neves Project in Brazil's Lithium Valley. The Strategic Investment provides Atlas Lithium with immediately available funds to continue its rapid development towards revenue generation with the production and sale of high-quality, low cost, environmentally sustainable lithium concentrate. Mitsui and Atlas Lithium entered a Memorandum of Understanding as announced in January 2023 and the two companies have since developed a close rapport which has included multiple due diligence visits by Mitsui executives and technical experts to the Company's project, and visits by Atlas Lithium's management to several of Mitsui's offices in Brazil, the United States, Canada, and Japan. The Strategic Investment is a culmination of the mutual interest in growing Atlas Lithium. It delivers additional financing to allow Atlas Lithium to continue to aggressively advance its development towards operation of an open pit lithium mine and spodumene concentrating facility by the fourth quarter of 2024. Mitsui has a strong presence in Brazil dating from 1960 and a long history of profitable mining investments in the country. "Today marks a significant milestone for Atlas Lithium as we progress towards our goal of becoming a key lithium supplier to the global EV battery materials supply chain. Mitsui's investment reflects confidence in our team, assets, and business model," stated Marc Fogassa, CEO and Chairman of Atlas Lithium. "I am honored and humbled to be here in Tokyo signing this historical agreement for Atlas Lithium that will undoubtedly result in great value creation for our shareholders. I have watched the relationship of our companies grow and I believe that this partnership with Mitsui strengthens Atlas Lithium substantially." Closing of the investment is expected within 10 days, subject to customary approvals. Additional details are provided on a Form 8-K form filed with the Securities and Exchange Commission today. Atlas Lithium's advisor is Goldman Sachs & Co. and its legal counsel is DLA Piper U.S. About Atlas Lithium Atlas Lithium Corporations formerly Brazil Minerals, Inc. is a mineral exploration and development company with lithium projects and exploration properties in other critical and battery minerals, including nickel, rare earths, graphite, and titanium, to power the increased demand for electrification. The Company's current focus is on developing its hard-rock lithium project located in Minas Gerais State in Brazil at a well-known, premier pegmatitic district in Brazil. The Company intends to produce and sell lithium concentrate, a key ingredient for the global battery supply chain. Atlas Lithium reported a net loss of $5.66 million in 2022, a net loss of $4.03 million in 2021, a net loss of $1.55 million in 2020, a net loss of $2.08 million in 2019, a net loss of $1.85 million in 2018, a net loss of $1.89 million in 2017, a net loss of $1.74 million in 2016, and a net loss of $1.88 million in 2015. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $25.60 million. Atlas Lithium stated in its Quarterly Report for the period ended Sept. 30, 2023, that its future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of the Company's growth, the Company's ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand the Company's mineral resources, the types of processing facilities the Company would need to install to obtain commercial-ready products, and the ability to attract talent to manage the Company's different business activities. To the extent that its current resources are insufficient to satisfy its cash requirements, the Company may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than it expects, it may be forced to scale back its existing operations and growth plans, which could have an adverse impact on its business and financial prospects and could raise substantial doubt about its ability to continue as a going concern. AV RESIDENCE: Hearing on Sale of Vallejo Property Set for April 12 ------------------------------------------------------------------ AV Residence, LLC will ask the U.S. Bankruptcy Court for the Northern District of California at a hearing on April 12 to approve the sale of its real property to Peter Appel. In a court filing, AV Residence's attorney Brent Meyer, Esq., said the company intends to proceed with the sale to Mr. Appel after it did not receive competing offers for the property by the April 1 deadline. The property is located at 2741 Vallejo St., San Francisco, Calif. Under the sale agreement, the real property will be sold to Mr. Appel for $7.4 million, "free and clear" of liens. AV Residence will use the proceeds from the sale to, among other things, pay the secured claim of LC Equity Group, Inc., which is estimated at $5.5 million as of March 8. Brown Group/Keller Williams, a real estate broker, assisted the company with the sale. About AV Residence AV Residence, LLC owns real estate located at 2741 Vallejo St., San Francisco, Calif. AV Residence filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-30392) on June 19, 2023, with total assets of $12,004,605 and total liabilities of $10,159,017. Hitesh Patel, managing member, signed the petition. Judge Hannah L. Blumenstiel oversees the case. The Debtor is represented by Brent D. Meyer, Esq., at Meyer Law Group, LLP. AWC-MH ACQUISITION: Cliffwater Marks $8.5MM Loan at 24% Off ----------------------------------------------------------- The Cliffwater Corporate Lending Fund has marked its $8,538,390 loan extended to AWC-MH Acquisition LLC to market at $6,463,562 or 76% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR report for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loan to AWC-MH Acquisition LLC. The loan accrues interest at a rate of 1 18.430% Payment in Kind (SOFR+1300) per annum. The loan matures on October 12, 2025. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 B&C FAMILY: Case Summary & Five Unsecured Creditors --------------------------------------------------- Debtor: B&C Family, LLC 1141 Elden St. Suite 224 Herndon VA 20171 Business Description: B&C Family is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: April 10, 2024 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 24-10685 Debtor's Counsel: John P. Forest, II, Esq. LAW OFFICE OF JOHN P. FOREST, II 11350 Random Hills Rd., Suite 700 Fairfax, VA 22030 Tel: (703) 691-4940 Email: j.forest@stahlzelloe.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by George Kolakis as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/U7HLHHI/BC_FAMILY_LLC__vaebke-24-10685__0001.0.pdf?mcid=tGE4TAMA BAONANAS LLC: Seeks to Hire Middlebrooks Shapiro as Legal Counsel ----------------------------------------------------------------- Baonanas, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Middlebrooks Shapiro, PC as its counsel. The Debtor requires a counsel to assist in its reorganization and restructuring through the Chapter 11 process and to meet its continuing obligations to the Office of the United States Trustee. The hourly rates of the firm's counsel and staff are as follows: Melinda D. Middlebrooks, Esq. $500 Joseph M. Shapiro, Esq. $450 Jessica M. Minneci, Esq. $400 Angela N. Stein, Esq. $350 Law Clerks and Paralegals $100 The firm received a retainer in the amount of $10,000 and a filing fee of $1,738 from the Debtor. Melinda Middlebrooks, Esq., an attorney at Middlebrooks Shapiro, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Melinda D. Middlebrooks, Esq. Middlebrooks Shapiro, PC P.O. Box 1630 Belmar, NJ 07719 Telephone: (973) 218-6877 Facsimile: (973) 218-6878 Email: middlebrooks@middlebrooksshapiro.com About Baonanas LLC Baonanas LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-13390) on Apr. 1, 2024, listing under $1 million in both assets and liabilities. Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, PC serves as the Debtor's counsel. BARRIO DOGG: Court OKs Cash Collateral Access Thru June 30 ---------------------------------------------------------- Barrio Dogg, LLC sough and obtained entry of an order from the U.S. Bankruptcy Court for the Southern District of California authorizing the use cash collateral, on an interim basis, through June 30, 2024. The Debtor requires the use of cash collateral to pay operating expenses consistent with the Budget, with a 15% variance. The U.S. Small Business Administration asserts a perfected security interest in all of the Debtor's personal property and all proceeds therefrom. The Debtor's commercial kitchen equipment is over-encumbered with (1) first priority purchase money security interests held by various financing companies, and (2) second priority blanket lien held by the SBA. The SBA Loan is secured by UCC-1 financing statements filed on October 7, 2020. The SBA's lien is in first position against BD’s cash, negotiable instruments, documents of title, securities, deposit accounts, or other cash equivalents. On the Petition Date, the Debtor held cash of approximately $6,500 and food inventory of approximately $800. The SBA has a secured claim against the Debtor's cash collateral and was owed $701,730 on the Petition Date as asserted by the Department of Treasury in a letter dated February 22, 2024 (and which was not been verified by BD). On the Petition Date, BD had cash on hand of approximately $6,500 and food inventory valued at $800. To provide the SBA adequate protection, the SBA is granted a full replacement lien on and security interest in all personal property of the debtor acquired post-petition described in the SBA's security agreement executed by BD in the SBA's favor. A final hearing on the matter is set for May 13 at 11 a.m. A copy of the motion is available at https://urlcurt.com/u?l=KNa2xQ from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=fx8L6t from PacerMonitor.com. About Barrio Dogg, LLC Barrio Dogg, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Case No. 24-01183) on April 2, 2024. In the petition signed by Margarita Georgieva, as managing member, the Debtor disclosed $103,252 in assets and $1,506,957 in liabilities. Judge Christopher B. Latham oversees the case. Ahren A. Tiller, Esq., at BANKRUPTCY LAW CENTER, represents the Debtor as legal counsel. BAYOU IN A BOWL: Hires Law Office of Thomas R. Willson as Counsel ----------------------------------------------------------------- Bayou In A Bowl, L.L.C. seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Law Office of Thomas R. Willson as counsel. The firm will give the Debtor legal advice with respect to the Debtor's power and duties as debtor-in-possession in the continued operation of the Debtor's business and management to the Debtor's property and will perform all legal services for the debtor-in-possession which may be necessary herein. The firm will be paid based upon its normal and usual hourly billing rates. It will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas R. Willson, Esq. Law Office of Thomas R. Willson 1330 Jackson Street Suite C Alexandria, LA 71301 Tel: (318) 442-8658 Fax: (318) 442-9637 Email: rocky@rockywillsonlaw.com About Bayou In A Bowl, L.L.C. Bayou In A Bowl, L.L.C. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La. Case No. 24-80189) on March 27, 2024, with $0 to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Stephen D. Wheelis presides over the case. Thomas R. Willson at Rocky Willson represents the Debtor as legal counsel. BB 23 HOLLOW: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: BB 23 Hollow Ridge LLC 23 Hollow Ridge Road Mount Kisco, NY 10549 Business Description: The Debtor owns a certain residential development property located at 23 Hollow Ridge Road, Mt. Kisco, New York consisting of approximately 21 acres, improved by one residential home with the possibility of building additional homes. Chapter 11 Petition Date: April 9, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-22310 Judge: Hon. Sean H. Lane Debtor's Counsel: Kevin Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave New York, NY 10017-5690 E-mail: knash@gwfglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brad Zackson as manager. 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/JMGIHMI/BB_23_Hollow_Ridge_LLC__nysbke-24-22310__0001.0.pdf?mcid=tGE4TAMA BIG DOG: Seeks to Hire Buechler Law Office as Bankruptcy Counsel ---------------------------------------------------------------- Big Dog LLC, doing business as Vacuums R Us & Sewing Too, seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Buechler Law Office, LLC as its counsel. The firm's services include: (a) prepare all necessary legal papers required in this Chapter 11 proceeding; (b) perform all legal services for the Debtor which may become necessary herein; and (c) represent the Debtor in any litigation which it determines is in the best interest of the estate. The firm will be paid at these hourly rates: K. Jamie Buechler $495 David M. Rich $495 Michael Lamb $350 Jordan (Thomas) O'Connell $150 Mark P. Melmed $150 Paralegals $125 Prior to the petition date, the firm received a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. K. Jamie Buechler, Esq., a partner at Buechler Law Office, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: K. Jamie Buechler, Esq. Buechler Law Office, LLC 999 18th Street, Suite 1230-S Denver, CO 80202 Telephone: (720) 381-0045 Facsimile: (720) 381-0382 Email: Jamie@KJBlawoffice.com About Big Dog LLC Big Dog LLC filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 24-11534) on April 1, 2024, listing up to $10 million in both assets and liabilities. K. Jamie Buechler, Esq., at Buechler Law Office, LLC serves as the Debtor's legal counsel. BLOCKFI INC: NY Regulators Agree to Skip Distribution ----------------------------------------------------- Emily Lever of Law360 reports that BlockFi Inc. and the New York State Department of Finance Friday filed a stipulation with the New Jersey bankruptcy judge overseeing BlockFi's Chapter 11 case under which the department agreed to forgo any distributions from the BlockFi estate. The stipulation signed by the Plan Administrator of Blockfi and the Department of Finance on April 4, 2024, resolves the proofs of claim filed by the Department in the Debtor's Chapter 11 cases. In order to maximize the amount that may be distributed to BlockFi consumer clients, including those who are residents of New York state, the Parties have determined that it is in their best interests to enter into the Stipulation whereby the NYDFS agrees to forego participating in any distributions under the Plan or requiring any cash reserve in connection with such distributions, on account of the NYDFS claims until all other allowed claims in Classes 1, 2, 3, 4, 11, and 16 are paid in full. About BlockFi Inc. BlockFi Inc. says it's building a bridge between digital assets and traditional financial and wealth management products to advance the overall digital asset ecosystem for individual and institutional investors. BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in its early days had backing from influential Wall Street investors like Mike Novogratz and, later on, Valar Ventures, a Peter Thiel-backed venture fund as well as Winklevoss Capital, among others. BlockFi made waves in 2019 when it began providing interest-bearing accounts with returns paid in Bitcoin and Ether, with its program attracting millions of dollars in deposits right away. BlockFi grew during the pandemic years and had offices in New York, New Jersey, Singapore, Poland and Argentina. BlockFi worked with FTX US after it took an $80 million hit from the bad debt of crypto hedge fund Three Arrows Capital, which imploded after the TerraUSD stablecoin wipeout in May 2022. BlockFi had significant exposure to the companies founded by former FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a $400 million credit line from FTX US in an agreement that also gave FTX the option to acquire BlockFi through a bailout orchestrated by Bankman-Fried over the summer. BlockFi also had collateralized loans to Alameda Research, the trading firm co-founded by Bankman-Fried. BlockFi is the latest crypto firm to seek bankruptcy amid a prolonged slump in digital asset prices. Lenders Celsius Network LLC and Voyager Digital Holdings Inc. also filed for court protection this year. Kirkland & Ellis is also advising Celsius and Voyager in their separate Chapter 11 cases. BlockFi Inc. and eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on Nov. 28, 2022. In the petitions signed by their chief executive officer, Zachary Prince, the Debtors reported $1 billion to $10 billion in both assets and liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis and Haynes and Boone, LLP, as general bankruptcy counsels; Walkers (Bermuda) Limited as special Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Street Advisory Group, LLC, as strategic and communications advisor. Kroll Restructuring Administration, LLC, is the notice and claims agent. BREWBILT BREWING: M&K CPAs Raises Going Concern Doubt ----------------------------------------------------- BrewBilt Brewing Co. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed that there is substantial doubt about the Company's ability to continue as a going concern. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 5, 2024, citing that the Company has suffered a net loss from operations and has a net capital deficiency, which raise substantial doubt about its ability to continue as a going concern. As of December 31, 2023, the Company has a shareholders' deficit of $49,496,801 since its inception, working capital deficit of $17,211,720, negative cash flows from operations, and has limited business operations, which raises substantial doubt about the Company's ability to continue as going concern. Net loss from continuing operations for the year ended December 31, 2023 was $18,455,287 compared to $8,310,979 for the year ended December 31, 2022. The ability of the Company to meet its commitments as they become payable is dependent on the ability of the Company to obtain necessary financing or achieve a profitable level of operations. There is no assurance the Company will be successful in achieving these goals. The Company does not have sufficient cash to fund its desired business objectives for its production and marketing for the next 12 months. The Company has arranged financing and intends to utilize the cash received to fund the production and marketing of more beers. This financing may be insufficient to fund expenditures or other cash requirements required to complete the product design for the augmented/virtual reality markets. There can be no assurance the Company will be successful in completing any new product development. The Company plans to seek additional funding if necessary, in private or public equity offering(s) to secure future funding for operations. There can be no assurance the Company will be successful in raising additional funding. If the Company is not able to secure additional funding, the implementation of the Company's business plan will be impaired. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all. As of December 31, 2023, the Company had $2,413,157 in total assets, $19,191,956 in total liabilities, and $34,017,443 in total stockholders' deficit. In addition, the Company recorded $15,505,607, which represents 57,749 Series A convertible preferred stock at $268.50 per share, issued and outstanding as of December 31, 2023, outside of permanent equity and liabilities. It also recorded $1,833,188 as preferred shares payable and $100,151 as preferred shares receivable on the balance sheet as of December 31, 2023. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/yfmxfksf About BrewBilt Brewing BrewBilt Brewing Co. is a licensed commercial craft brewer in Northern California. The Company began building its first processing brewery in 2021 and started delivering its craft beers in July of 2022. BROCK HOLDINGS III: Moody's Assigns 'B3' CFR, Outlook Stable ------------------------------------------------------------ Moody's Ratings assigned new ratings to Brock Holdings III, LLC, including a B3 Corporate Family Rating, B3-PD Probability of Default Rating and a B3 rating to its proposed senior secured 1st lien Term Loan. The outlook is stable. The company will use the proceeds of its proposed Term Loan to repay outstanding indebtedness, pay transaction costs, and for general corporate purposes. The Term Loan will be secured by first priority liens on substantially all assets other than the proposed new ABL credit facility collateral, and by second priority liens in the ABL collateral. "Brock's proposed transaction will add liquidity, extend its maturity schedule, and add financial flexibility," said Giancarlo Rubio, Moody's Ratings Vice President. "Upon closing, the company will have $569 million of balance sheet debt and greater than $100 million of total liquidity, including available borrowing capacity under its new $150 million ABL facility." RATINGS RATIONALE Brock's B3 CFR reflects its small scale, elevated leverage, generally improving operating performance, sufficient liquidity to fund its operations but history of inconsistent free cash flow generation. During 2020-2023, profitability was negatively impacted by rebates and concessions granted to clients during COVID, which expired in 2023, and by material losses generated in a large fixed-price contract caused by a delayed project start rather than Brock's performance. Moody's Ratings expects the company's EBITA margin to improve more than 100bps to around 5.3% in 2024 supported by pricing actions, end of COVID rebates, improved risk management practices around contract origination and changes in the business mix and revenue growth. More than 80% of company's revenues are currently associated with Time and Material T&M contracts which allows the pass through of costs to clients. This should support the sustainability of EBITA margins. The company's credit profile is constrained by a highly concentrated client base, with the top 5 and 10 clients accounting for more than 45% and 59% of 2023 revenues, respectively, relative small scale and narrow EBITA margins and, expected high leverage of around 4.8x in 2024. Management expects to reduce leverage going forward and to not exceed current leverage levels even as it continues to pursue additional bolt on acquisitions. Brock competes in a fragmented industry, with many regional players of diverse size, characterized by high labor intensity. These competitive dynamics are not expected to change. The stable outlook reflects Moody's Ratings expectation that Brock will generate positive free cash flow, maintain adequate liquidity, and sustain its EBITA margins. Moody's Ratings expects Brock to maintain adequate liquidity through mid-2025. The company maintains a minimal cash balance and will have nearly $100 million of available borrowing capacity under its new $150 million ABL credit facility, which is being launched concurrently with the Term Loan. Moody's Ratings expects Brock to generate sufficient operating cash flow to fund its operations and capital spending. No distributions are expected in the short term since management has stated that it will prioritize debt repayment and bolt-on acquisitions with excess cash flows. The ABL credit facility is expected to be subject to a springing covenant requiring a minimum fixed charge coverage ratio of at least 1x, to be triggered by facility availability. Moody's Ratings expects Brock to remain in compliance with this covenant. Brock's proposed $500 million First Lien Term Loan is rated B3, the same as the CFR, reflecting that the Term Loan is secured, benefits from guarantees from US and Canadian subs of the borrower and the limited size and utilization of the new ABL facility in the capital structure. Heavy than expected utilization of the ABL could put pressure on the rating of the Term Loan. The Term Loan will be secured by first priority liens on substantially all assets other than ABL collateral and by second priority liens on all ABL collateral. The ABL facility will be secured by a first lien on substantially all current assets and a second lien on substantially all other assets. 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 $95 million and 75% of Consolidated EBITDA, plus unlimited amounts subject to 4.5x first lien net leverage ratio. There is an inside maturity sublimit up to the greater of $60 million and 50% of Consolidated EBITDA. -- A "blocker" provision restricts the transfer of material intellectual property to unrestricted subsidiaries. -- The credit agreement provides some limitations on up-tiering transactions, requiring affected lender consent for amendments that subordinate payment and/or liens unless such lenders can ratably participate in such priming debt. Environmental, Social, and Governance Considerations Brock's ESG Credit Impact Score of CIS-4 is largely driven by the company's governance risks resulting from its financial policies and its status as a private company owned by a financial sponsor, which include high financial leverage and growth through acquisition. The company's environmental and social risks have less impact on the assigned rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Brock increases its EBITDA scale and diversification, consistently generates positive free cash flow, EBITA-to-Interest Expense remains close to 2.0x and leverage (debt / EBITDA) falls below 4.5x for a sustained period. The ratings could be downgraded if Brock generates negative free cash flow, EBITA-to-Interest Expense declines below 1x, leverage (debt / EBITDA) exceeds 5.5x, the company completes a sizeable leveraging acquisition, or the liquidity profile deteriorates. Headquartered in Houston, TX, Brock is a leading provider of scaffolding, mechanical, insulation, painting & coatings and other industrial services. Its customer base is concentrated on the refining and chemical industries in North America. The company is majority owned by funds managed by American Industrial Partners. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. BROCK HOLDINGS: S&P Assigns Preliminary 'B-' ICR, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'B-' issuer credit rating to North American specialty crafts services provider Brock Holdings III LLC. S&P expects to finalize the rating once the proposed refinancing transaction closes. At the same time, S&P assigned its preliminary 'B-' issue-level and '3' recovery rating to Brock Holdings III LLC's first-lien term loan. The stable outlook reflects S&P's expectations that Brock will modestly improve S&P Global Ratings-adjusted EBITDA margins toward the 7% range; reduce S&P Global Ratings-adjusted debt to EBITDA to the low-5x range in 2024 pro forma the transaction; and experience minimally negative S&P Global Ratings-adjusted free cash flows including the burden of transaction fees in connection with the refinancing of its term loan and ABL facility. Brock plans to issue a new $500 million first-lien term loan due 2030, and a $150 million asset-based loan (ABL) revolver ($50 million drawn at close) due 2029 (not rated), to refinance its existing capital structure. Brock's leading position as a soft craft services provider in North America is offset by its sizable exposure to highly cyclical oil and gas end markets and limited scale in a highly fragmented industry. Brock benefits from a strong reputation, specifically in the refinery and petrochemical end markets, which contributes nearly 80% of revenues. S&P views these end markets as highly cyclical and prone to volatility, which can impact demand for Brock's services, profit margins, and cash flows. The company generates nearly half of its revenue from scaffolding and access solution services and generates close to an additional third from mechanical craft services. S&P believes the company's service offerings are commoditized and thus pricing power is limited. The majority of Brock's revenue is generated from maintenance and turnaround work, which is recurring in nature and provides good visibility into future revenues. However, refinery and petrochemical customers can often defer capital expenditures for maintenance in times of higher demand or during periods of liquidity constraints which are highly dependent on oil prices. Brock seeks to strategically diversify into high-growth-resilient end markets such as pharmaceutical and biotech and food and beverage processing, which could offset cyclicality risk over the next several years, but currently only represents approximately 20% of revenue. Brock operates at a relatively smaller scale than other players in the Engineering & Construction space, generating approximately $1.6 billion in revenues in 2023, compared with that of Brand Industrial's, its closest rated peer, which generated revenues in excess of $5 billion in 2023. Additionally, the company possesses long standing relationships with many large and well-capitalized customers under Master Service Agreements (MSAs), though exhibit high customer concentration, with top 10 customers making up nearly 60% of revenue. S&P expects margins will improve toward the 7% range over the next 12 months. The company successfully renegotiated contracts with its larger customers over the past two years to account for inflationary pressures, putting the contracts in a better position. Brock benefits from a highly variable cost structure and it is able to pool labor in areas where demand is stronger. S&P said, "The vast majority of its contracts are set up under Time & Material stipulations, which we view as beneficial to limit risks of cost overruns. We expect the company's brand recognition and access to a large skilled labor network will allow it to capture demand from higher-margin end markets that will enable it to achieve a stronger operating leverage, driving higher margins. Additionally, the company recently launched their ScaffSource business, which allows them to rent out underutilized scaffolding and shoring assets during times of lower demand, producing high margin returns that can partially offset temporary declines in utilization. As a result, we expect Brock will improve S&P Global adj. EBITDA margins into the 7% area in 2024, up from 6.5% in 2023. The company's margins are on the lower end of peers in the space primarily due to the commoditized services Brock provides, in which they primarily compete on price with smaller regional and local companies." S&P expects Brock's S&P Global Ratings-adjusted debt to EBITDA will remain above 5x with modestly negative free operating cash flows (FOCF) over the next 12 months. S&P said, "We forecast Brock's revenue will be relatively flat in 2024 and grow in the low single digits in 2025 due to pricing increases, marginal increases in wallet share with current customers as a result of cross selling, and new customer wins in new end markets. We expect S&P Global Ratings-adjusted margins will expand to the low-to-mid 7% range in 2024 and 2025, primarily as a result of improved service mix and operational efficiencies due to scale. As a result, we expect leverage will remain in the low-to-mid 5x range in 2024 and 2025. We believe the sponsor will remain opportunistically aggressive with acquisitions once cash flow generation normalizes but will aim to keep leverage relatively in line with where it will sit at transaction close. As a result, we forecast the company will generate S&P Global Ratings-adjusted negative free cash flow of $5 million-$10 million in 2024, burdened by $20 million in transaction fees related to the refinancing transaction, with free cash flow expected to turn positive in 2025 in the $20 million-$30 million range. "The company operates with relatively low capital expenditure compared to the industry peers, in the mid-1% of revenue. Additionally, the company's working capital requirements are generally low and stable. The company has made significant progress on reducing days sales outstanding (DSO) since the sponsor acquired the company in 2017; however, we see risk that if liquidity constraints tighten within their customer base, the company's ability to enforce stricter payment terms could weaken, leading to larger working capital outflows. "The stable outlook reflects our expectations that Brock will modestly improve S&P Global Ratings-adjusted EBITDA margins toward the 7% range, reduce leverage into the low-5x range in 2024 pro forma the transaction, and experience minimally negative S&P Global Ratings-adjusted free cash flows including the burden of transaction fees in connection with the refinancing of its term loan and ABL facility." S&P could lower its rating on Brock if: -- The company experiences materially negative free cash flows on a sustained basis leading S&P to assess the capital structure as unsustainable; or -- Its liquidity position erodes as a result of free cash flow deficits, and it appears unlikely that it could obtain additional financing. S&P could raise its rating on Brock if: -- S&P Global Ratings-adjusted FOCF to debt exceeds 5% on a sustained basis; and -- Debt to EBITDA is sustained in below 5x. This would likely be achieved by, for example, revenue and earnings growth, margin improvement, and disciplined financial policy. BROOKDALE SENIOR: Two Board Members to Retire in 2024 ----------------------------------------------------- Brookdale Senior Living Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 26, 2024, Marcus E. Bromley, a member of the Board of Directors, notified the Company that he would not stand for reelection at the Company's 2024 annual meeting of stockholders. On March 27, 2024, Guy P. Sansone, Non-Executive Chairman of the Board of the Company, also notified the Company that he would not stand for reelection at the 2024 Annual Meeting. Messrs. Sansone and Bromley will continue to serve as directors until their retirements from the Board become effective upon the expiration of their terms at the conclusion of the 2024 Annual Meeting. Their retirements from the Board were not due to any disagreement with the Company, the Board, or the management of the Company on any matter relating to the Company's operations, policies, practices, or otherwise. About Brookdale Senior Living Headquartered in Brentwood, Tennessee, Brookdale Senior Living Inc. operates senior living facilities in the United States. As of September 30, 2023, Brookdale Senior has $5.83 billion in total assets and $5.34 billion in total liabilities. Egan-Jones Ratings Company on October 26, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Brookdale Senior Living Inc. BROOKLYN STANDARD: Sale of Property to Pay Off Claims ----------------------------------------------------- The Brooklyn Standard IX LLC has filed a Chapter 11 plan of reorganization that provides for the sale of the Debtor's property located at 26 St. Felix Street, Brooklyn, NY 11217 (the "Property") and distribution of proceeds to pay claims against the Debtor. The Debtor sought Chapter 11 relief to protect the Property, which is the residence of the Debtor's principal, Robert Cadoch, and his family, in the face of a pending foreclosure commenced by Mr. Cadoch's uncle, Eitan Zviely. The Debtor disputes the amount of $3,390,117 claimed by Mr. Zviely. Efforts to mediate a resolution of the disputes in bankruptcy were unsuccessful, leading to a motion by Mr. Zviely to vacate the stay so that he can continue his prepetition foreclosure action. The Court entered an order on March 11, 2024 conditionally vacating the stay, subject to the Debtor making timely adequate protection payments to Mr. Zviely, and moving forward with confirmation of a plan of reorganization on a fixed schedule. In compliance with the Court's Order, the Debtor has now filed the Plan to effectuate a sale of the Property (the "Sale") through a robust marketing and auction process to generate the maximum recovery for the Property. The sale will be free and clear of all claims, liens and interests, with liens to attach to the sale proceeds, pursuant to 11 U.S.C. Sec. 363(b) and (f) and applicable Bankruptcy Rules. The Debtor intends to move separately to retain an acceptable broker to market the Property and for approval of bidding procedures, which motions will be returnable at the hearing to consider approval of this Disclosure Statement. The net sale proceeds will be used to pay the mortgage debt held by Mr. Zviely, up to the full amount finally allowed by the Court following an intended objection thereto by the Debtor, together with a distribution to other claims of creditors, including secured real estate taxes and water bills claimed by the City of New York in the total amount of approximately $95,000, administrative expense claims and two creditors holding allowed unsecured claims aggregating approximately $64,000. Because the Plan enables the Debtor to qualify for a transfer tax exemption under 11 U.S.C. Sec. 1146(a), the Debtor will request that Mr. Zviely consent to allocating all or a portion of the savings on the transfer tax (approximately $107,250 on a sale of $3 million) to create a fund for the payment of administrative expenses and a guaranteed dividend to the holders of Allowed Class 3 claims even if the ultimate sale price is insufficient to pay the Lender's allowed claim in full. In accordance with the Court's Order, the Debtor is now filing this Plan to effectuate a sale of the Property (the "Sale") through a robust marketing and auction process to generate the maximum recovery for the Property. Simultaneously with the filing of the Plan, the Debtor is moving for approval of the accompanying disclosure statement pursuant to 11 U.S.C. Sec. 1125. The hearing is scheduled for April 24, 2024. The net sale proceeds will be used to pay the mortgage debt held by Mr Zviely, up to the full amount finally allowed by this Court following an intended objection thereto by the Debtor, together with a distribution to other claims of creditors, including secured real estate taxes and water bills claimed by the City of New York in the total amount of approximately $95,000, administrative expense claims and two creditors holding allowed unsecured claims aggregating approximately $64,000. Because the Plan enables the Debtor to qualify for a transfer tax exemption under 11 U.S.C. Sec. 1146(a), the Debtor shall request that Mr. Zviely consent to allocating all or a portion of the savings on the transfer tax (approximately $107,250 on a sale of $3 million) to create a fund for the payment of administrative expenses and a guaranteed dividend to the holders of Allowed Class 3 claims even if the ultimate sale price is insufficient to pay the Lender's allowed claim in full. As noted, the Debtor believes that the amount claimed by Mr. Zviely is substantially overstated and intends to object to the claim in the interim so that the claim objection can proceed simultaneously with the marketing of the Property for sale and the Plan confirmation process. Class 3 consists of the Allowed General Unsecured Claims in the scheduled and filed amounts of approximately $124,000. On the Effective Date, the holders of Class 3 claims will each receive a pro rata distribution from Available Cash, if any, after payment of Allowed Class 1, Class 2, priority and administrative expense claims in full, up to the full amount of their claims. The Available Funds will be generated either from the net sale proceeds after payment of the Class 1 and Class 2 claims, or from the Creditor Fund which the Debtor will seek to establish with the consent of Mr. Zviely as a carve out of his secured claim. Class 3 is impaired. As a secured creditor, Mr. Zviely retains full credit bid rights up to the allowed amount of his claim. Attorneys for the Debtor: J. Ted Donovan, Esq. Goldberg Weprin Finkel Goldstein LLP 125 Park Avenue, 12th Floor New York, NY 10017 A copy of the Plan of Reorganization dated March 22, 2024, is available at https://tinyurl.ph/YZXqM from PacerMonitor.com. About The Brooklyn Standard IX The Brooklyn Standard IX LLC is engaged in activities related to real estate. The Brooklyn Standard IX LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-42455) on July 12, 2023. The petition was signed by Robert Cadoch as manager. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and $10 million to $50 million in liabilities. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP, is the Debtor's counsel. BURGESS BUNGALOW: Seeks to Tap Fellers Snider as Bankruptcy Counsel ------------------------------------------------------------------- Burgess Bungalow, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Fellers, Snider, Blankenship, Bailey & Tippens, PC as its counsel. The firm will render these services: (a) advise the Debtor of its powers and duties in the continued operation of its business and management of its property; (b) prepare legal papers; and (c) perform all other legal services for the Debtor which may be necessary herein. Stephen Moriarty, Esq., an attorney at Fellers, Snider, Blankenship, Bailey & Tippens, will be paid at his hourly rate of $550. Mr. Moriarty disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen J. Moriarty, Esq. Fellers, Snider, Blankenship, Bailey & Tippens, PC 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102 Telephone: (405) 232-0621 Facsimile: (405) 232-9659 Email: smoriarty@fellerssnider.com About Burgess Bungalow Burgess Bungalow, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10840) on Apr. 1, 2024. In the petition signed by Calvin Burgess, managing member, the Debtor disclosed up to $50,000 in estimated assets and up to $10 million in estimated liabilities. Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, PC serves as the Debtor's counsel. CABLE ONE: S&P Affirms 'BB' ICR on Revised Downgrade Trigger ------------------------------------------------------------ S&P Global Ratings affirmed all of its ratings on U.S. cable operator Cable One Inc., including its 'BB' issuer credit rating, because S&P expects its leverage will remain between 3.5x and 4.0x through 2024. The stable outlook reflects the company's ability to pay down its debt using its solid cash flow, which leads us to believe its leverage could decline by 0.2x-0.3x annually. However, the outlook also incorporates our expectation that it will increase its leverage to purchase Mega Broadband Investments Intermediate I LLC (dba Vyve Broadband) in 2026. Cable One is facing a more-competitive operating environment, which S&P expects will reduce its EBITDA by about 3% in 2024. Therefore, S&P revised its downgrade threshold for the current rating to 4.25x from 4.75x. S&P said, "We believe that intensifying competition from fiber to the home (FTTH) and fixed wireless access (FWA) will continue to pressure Cable One's subscriber metrics this year. We project the company's subscriber base will contract by 1% in 2024, which is down from our previous estimate for a 0%-1% expansion, due to increased competition. Cable One's competitive overlap with AT&T (offering FTTH) and overbuilders that offer connectivity at comparable speeds has increased to roughly 50%, from about 33% in 2022, which is driving much of the contraction in its broadband subscribership. In addition, we believe the competition from FWA has limited the company's net high-speed data (HSD) subscriber additions from DSL because many of its copper wire-based customers are opting to switch to cheaper FWA service instead of converting to cable. Furthermore, the potential expiration of the Affordable Connectivity Program (ACP) could lead to modest subscriber losses or pressure Cable One's broadband average revenue per user (ARPU), although only about 5% of its customer base utilizes the program. Overall, we forecast the company's residential broadband penetration will fall to about 36.0% from about 37.4% in 2023. "Still, we believe the company's recent initiatives to reach more households with lower-priced connectivity offerings could partially offset its net subscriber declines over the near term. "We believe Cable One's earnings will decline by about 3% in 2024. This is due to continued declines in the company's video and voice revenue, as well as its higher marketing expenses, which will more than offset the marginal revenue gains in its broadband business." More specifically we project the following: -- A 1.5% increase in residential broadband revenue because it will offset the 6,000 subscriber losses in its broadband business with a 2.5% expansion in its ARPU (down from 4.3% in 2023) as management looks to limit the decline in its net broadband subscribers through its recent initiatives; and -- S&P Global Ratings-adjusted EBITDA margins remain in the 54% area because the company's increased sales are offset by the continued shift in its sales mix toward its high-margin broadband segment and away from its low-margin video business. In 2025, S&P believes that Cable One's earnings will be flat due to a limited rise in its marketing expenses and a modest improvement in its broadband revenue on fewer ACP-related headwinds, which it believes will reduce its 2024 earnings by roughly 1%. Cable One's high broadband ARPU and limited product diversity render it more vulnerable to competition. The company's long-standing strategy to emphasize profitability over market share has supported its maintenance of one of the highest residential broadband ARPUs in the industry (at about $84). Cable One does not offer a mobile wireless product and has de-emphasized its video offering, leaving it with little room to differentiate its products from those offered by its FTTH and FWA competitors in the 50% of its markets where they overlap. Therefore, over the longer term, S&P believes that the company's earnings expansion will be more limited due to a weaker expansion in its ARPU. S&P said, "We believe FTTH poses a competitive threat to small cable operators like Cable One. We expect the company's FTTH competitors will continue to take market share because they offers very fast speeds, which will present formidable competition for new customers. Furthermore, small cable operators, such as Cable One, are not as well positioned as their larger peers to effectively defend against FTTH competition. This because they lack the scale and financial resources to bundle broadband with defensive services, such as mobile and video, as profitably as Comcast Corp. or Charter Communications Inc., which benefit from more-attractive video programming and wireless wholesale arrangements. We expect that the pace of FTTH builds across the country will gradually approach 60% over the next five years, up from about 50%." FWA will continue to pressure cable subscriber additions over the near term. FWA technology works well and is offered at low prices. Therefore, S&P believes its presence could make it more challenging for Cable One to add new lower-end subscribers, thus limiting its potential gross additions. Although FWA network capacity will eventually become a limitation because it operates under a spare capacity business model, it is unclear when this will occur. Furthermore, wireless operators are in the process of deploying mid-band spectrum nationwide, which could increase Cable One's exposure to FWA competition. S&P believes FWA subscriber additions may skew more rural because these markets feature a lower density of customers and less mobile traffic, therefore potentially providing greater capacity for FWA. However, the low density of rural markets means that not all homes will be reachable by mid-band spectrum, which could insulate Cable One to some degree, given the rural nature of its footprint. S&P said, "We believe Cable One can reduce its leverage to the low-3x area by the end of fiscal year 2025. We believe that the company will generate $260 million-$290 million of annual discretionary cash flow (cash from operations less capital expenditure, dividends, and share repurchases), which will improve its net debt balances and offset its expected earnings headwinds such that its leverage improves to about 3.3x in 2025 from 3.8x as of Dec. 31, 2023. We believe Cable One will also reduce its capital expenditure and share repurchases over the next two years as it looks to build balance sheet in preparation for its acquisition of cable operator Vyve Broadband. "We believe Cable One can acquire Vyve and maintain leverage of below 4.25x. The company has the right to acquire the remaining 55% interest in Vyve it doesn't already own between Jan. 1, 2023, and June 30, 2024, under an existing call option. However, between July 1, 2025, and Sept. 30, 2025, Cable One is obligated to purchase the remaining stake from private-equity firm GTCR LLC, which would likely lead to a smaller increase in its leverage. We believe that if the company fully funds the acquisition with debt, its leverage will likely increase by about 1x. Nevertheless, we do not believe Cable One's leverage will increase above the low- to mid-4x range, given its focus on maintaining financial flexibility to support future acquisitions and opportunistic debt-financed share repurchases. Therefore, we believe the company would pursue the transaction in a manner that leads to a smaller increase in its leverage or by funding the acquisition with some equity. "The stable outlook on Cable One reflects its ability to pay down debt using its solid cash flow such that its net S&P Global Ratings-adjusted debt to EBITDA could decline by 0.2x-0.3x per year. However, the company's ratings upside is limited by its weakening business prospects and obligatory acquisition of Vyve, which would likely increase its leverage above 4x." S&P could lower its rating on Cable One if: -- The company completes a debt-financed acquisition that pushes its leverage above 4.25x on a sustained basis; or -- A more-competitive operating environment leads to a continued contraction in its EBITDA in 2025 such that S&P tightens its rating triggers. Although unlikely, S&P could raise its rating on Cable One if: -- It reduces its leverage below 3.5x; and -- S&P believes that its financial policy will enable it to sustain this improved level of leverage. ESG factors have no material influence on S&P's credit rating analysis of Cable One. CANO HEALTH: Patient Care Ombudsman Taps Klehr Harrison as Counsel ------------------------------------------------------------------ Daniel McMurray, the patient care ombudsman appointed in the Chapter 11 cases of Cano Health, Inc. and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Klehr Harrison Harvey Branzburg, LLP as his local co-counsel. The firm's services include: (a) provide legal advice regarding local rules, practices, precedent, regulations, and procedures and provide substantive and strategic advice on how to accomplish the ombudsman's goals in connection with his duties in these cases; (b) appearing in court, depositions, and at any meeting with the U.S. Trustee and any meeting at any given time on behalf of the ombudsman as his Delaware co-counsel; (c) perform various services in connection with the ombudsman's duties in these cases; (d) review, comment and/or prepare drafts of documents and other materials, and ensure compliance with the local rules to be filed with the court; (e) represent the ombudsman in coordination with his counsel, Neubert Pepe & Monteith. PC (NPM), in any proceeding or hearing in this court and in any action in other courts; and (f) perform all other services assigned by the ombudsman, in consultation with NPM, to Klehr Harrison as co-counsel to the ombudsman. Klehr Harrison's current hourly rates are: Partners $500 - $1000 Counsel $430 - $545 Associates $325 - $510 Paralegals $275 - $345 In addition, the firm will seek reimbursement for expenses incurred. Raymond Lemisch, Esq., a partner at Klehr Harrison, also provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did Klehr Harrison agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement? Answer: No. Klehr Harrison and the ombudsman have not agreed to any variations from, or alternatives to, Klehr Harrison's standard billing arrangements for this engagement. The rate structure provided by Klehr Harrison is appropriate and is not significantly different from (a) the rates that Klehr Harrison charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. Question: Do any of the Klehr Harrison professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by Klehr Harrison in representing the ombudsman are consistent with the rates that Klehr Harrison charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. Mr. Lemisch disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Raymond H. Lemisch, Esq. Klehr Harrison Harvey Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 552-5530 Facsimile: (302) 426-9193 Email: rlemisch@klehr.com About Cano Health Inc. Cano Health, Inc., and its affiliates are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, PA and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones, LLP represent the ad hoc first lien group while ArentFox Schiff, LLP represents Wilmington Savings Fund Society, FSB, the DIP agent. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. Freshfields Bruckhaus Deringer US, LLP is counsel to the agent. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under the Side-Car Credit Agreement. It is represented by Proskauer Rose, LLP. Daniel McMurray was appointed as the patient care ombudsman in these Chapter 11 cases. He tapped Neubert Pepe & Monteith PC and Klehr Harrison Harvey Branzburg, LLP as his counsel. CASA SYSTEMS: Begins Court-Supervised Chapter 11 Sale Process ------------------------------------------------------------- Casa Systems, Inc. initiated a court-supervised process that is intended to achieve value-maximizing sales of its businesses. To facilitate these sales, the Company filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The Company has entered into an asset purchase agreement to sell its 5G Mobile Core and RAN businesses, which include its Axyom Cloud Native 5G Core Software & RAN Assets, to Lumine Group, a global acquirer of communications and media software businesses (the "Cloud/RAN Sale"). The Company has asked the Bankruptcy Court for approval to complete the transaction by the end of April. The Company also entered into a stalking-horse asset purchase agreement to sell its Cable business to an affiliate of Vecima Networks, Inc., a global leader in delivering scalable software, services, and integrated technology platforms for broadband access, and content delivery (the "Cable Stalking Horse Sale"). The Company has asked the Bankruptcy Court to approve procedures for soliciting additional bids and to set an auction for mid-May. The Company remains committed to the success of its customers and partners and intends to continue supporting them throughout this process. Michael Glickman, Chief Executive Officer, said, "Like many in our sector, Casa has experienced a significant decline in revenue and profits due in large part to industry-wide downward capital investment and procurement trends in the cable and telco markets. We also have incurred significant investments to bring our 5G Mobile Core and RAN products to market. We believe the sales of our businesses through a Chapter 11 process will maximize value, preserve jobs and minimize disruption for our customers." Glickman continued, "We are incredibly grateful to our employees for their unrelenting hard work and commitment to serving our customers around the world. Their dedication has enabled us to continue to provide our leading portfolio of all-access broadband network solutions to our customers. Throughout this process, we will continue to support our loyal customers." In connection with the sale process, the Company entered a Restructuring Support Agreement with more than 98% of its senior secured lenders that, among other things, allows Casa to use its cash on hand and proceeds of the anticipated Cloud/RAN Sale to fund its operations and Chapter 11 process. To support its operations during the court-supervised process, the Company is filing a variety of customary motions seeking, among other things, authorization to meet its obligations to its employees, customers and vendors. The Company expects to receive Bankruptcy Court approval for these requests. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/3nte3xhr About Casa Systems Inc. Casa Systems, Inc. (Nasdaq: CASA) -- http://www.casa-systems.com-- delivers the core-to-customer building blocks to speed 5G transformation with future-proof solutions and cutting-edge bandwidth for all access types. Casa Systems creates disruptive architectures built specifically to meet the needs of service provider networks. The Company's suite of open, cloud-native network solutions unlocks new ways for service providers to build networks without boundaries and maximize revenue-generating capabilities. Commercially deployed in more than 70 countries, Casa Systems serves over 475 Tier 1 and regional communications service providers worldwide. In its Quarterly Report for the three months ended Sept. 30, 2023, Casa Systems disclosed that due to the inherent uncertainty regarding its ability to meet the liquidity covenant over the next 12 months from the filing of the Quarterly Report, the Company's management concluded that substantial doubt exists with respect to the Company's ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. * * * As reported by the TCR on April 9, 2024, S&P Global Ratings lowered its issuer credit rating on Casa Systems Inc. to 'D' from 'CCC+', its issue-level rating on its priority debt to 'D' from 'B-', and its issue-level rating on its first-lien senior secured debt to 'D' from 'CCC-'. S&P's '2' recovery rating on the priority debt and '6' recovery rating on the first-lien senior secured debt are unchanged. The downgrade follows Casa System's Chapter 11 bankruptcy filing. CEDIPROF INC: Court Confirms Chapter 11 Plan -------------------------------------------- Judge Maria de los Ángeles Gonzalez has entered an order that the Amended Plan of Cediprof, Inc., is confirmed. The effective date of the Amended Plan will be 15 days after the confirmation order becomes a final order. The following agreements will become part of this confirmation order: As to Lannett Company, Inc. ("Lannett") it is ordered that: A. Notwithstanding anything to the contrary in the Amended Plan or this confirmation order (or any other pleading filed in the bankruptcy case), nothing in the Amended Plan or this confirmation order (or any other order previously entered in the captioned bankruptcy case) shall satisfy, discharge, release, enjoin or otherwise impact any rights of setoff or recoupment, defenses or claim(s), including any counterclaim(s), or cause(s) of action that either Lannett or Debtor has asserted or may assert against one another related to that certain Distribution Agreement between Lannett and Debtor dated as of July 3, 2019 (the "Distribution Agreement"). B. Nothing in the Amended Plan, or any future supplement thereto, pleadings filed in this bankruptcy case, other orders entered in this bankruptcy case in relation to the Distribution Agreement or in this confirmation order shall be construed as an agreement between the parties for the assumption, assumption and assignment, rejection, modification or release (including with respect to any change in ownership or control provisions) of the Distribution Agreement, which such assumption or assumption and assignment, rejection, modification, or release, if any, is subject to written consent between the parties, i.e., Lannett and Debtor or, if such agreement cannot be obtained, a subsequent motion and due notice to Lannett or Debtor, with opportunity to respond, and court order; provided, however that Debtor and Lannett are not waiving any position they may take regarding the assumption or assumption and assignment, rejection, modification, or release with respect to the Distribution Agreement. C. Further, prior to the effective date of the Amended Plan and until such time thereafter, as the parties can reach an agreed upon resolution or the court enters a final order with respect to the proposed assumption, assumption and assignment or rejection of the Distribution Agreement, Lannett and Debtor will continue operating under the Distribution Agreement in the ordinary course of business. D. Subject to the other terms of this stipulation, the Parties agree to negotiate in good faith and use commercially reasonable efforts to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, from time to time, to effectuate the Amended Plan or the stipulation, as applicable. E. Except as expressly set forth herein, Lannett and Debtor reserve all rights and remedies that each may have against the other. About Cediprof Inc. Cediprof, Inc., is a company in Caguas, P.R., which develops, manufactures, supplies and distributes finished dosage forms of pharmaceutical products. Cediprof filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-03198) on Nov. 4, 2022, with $10 million to $50 million in both assets and liabilities. The Debtor tapped Carmen D. Conde Torres, Esq., at the Law Offices of C. Conde & Assoc. as bankruptcy counsel; RSM Puerto Rico as accountant; and Colon Conde & Mirandes, LLC as tax credit consultant. CELEBRATION POINTE: Seeks to Tap Shuker and Dorris as Legal Counsel ------------------------------------------------------------------- Celebration Pointe Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Shuker & Dorris, PA as counsel. The firm's services include: (a) advise the Debtors of their rights and duties in this jointly administered case; (b) prepare pleadings related to this case; and (c) take any and all other necessary action incident to the proper preservation and administration of the estates. The hourly rates of the firm's counsel and staff are as follows: Partners $550 - $700 Associates $475 Paraprofessionals $125 - $225 Prior to the petition date, the firm received a retainer in the amount of $220,548.67 for post-petition services and expenses from Celebration Pointe Holdings. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Scott Shuker, Esq., a partner at Shuker & Dorris, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: R. Scott Shuker, Esq. Shuker & Dorris, P.A. 121 S. Orange Avenue, Suite 1120 Telephone: (407) 337-2060 Facsimile: (407) 337-2050 Email: rshuker@shukerdorris.com About Celebration Pointe Holdings Celebration Pointe Holdings, LLC and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Lead Case No. 24-10056) on Mar. 14, 2024. The case is jointly administered in Case No. 24-10056. In the petitions signed by Svein H. Dyrkolbotn, manager of SHD-Celebration Pointe, LLC, Celebration Pointe Holdings and Celebration Pointe Holdings II disclosed $100 million to $500 million in both assets and liabilities. R. Scott Shuker, Esq. at Shuker & Dorris, PA represents the Debtors as counsel. CHART INDUSTRIES: Moody's Alters Outlook on 'B1' CFR to Positive ---------------------------------------------------------------- Moody's Ratings affirmed the ratings of Chart Industries, Inc., including its B1 corporate family rating, B1-PD probability of default rating, B3 senior unsecured rating, Ba3 senior secured notes rating and Ba3 senior secured bank credit facilities rating. At the same time, the company's speculative grade liquidity rating was upgraded to SGL-2 from SGL-3. The outlook was changed to positive from stable. The positive outlook reflects Chart's strong backlog and its success in integrating the March 2023 acquisition of Granite US Holdings Corporation (dba "Howden") – the company meaningfully exceeded its commercial and cost synergy targets for its first year of ownership. The ratings affirmation reflects Moody's view that strong tailwinds in Chart's core businesses will remain as a result of increased spending related to the Inflation Reduction Act, evolving environmental regulations and the move to hydrogen and liquid nitrogen for cleaner fuels. These tailwinds, along with reduced debt from asset sales, will result in debt/EBITDA below 4x and EBITA/interest expense approaching 4x by mid-2025. Repair, service and leasing, which accounted for 30% of 2023 revenue will continue to drive improved earnings in 2024. RATINGS RATIONALE Chart's ratings are supported by its record backlog, high level of repair, service and leasing revenue and its strong geographic diversification. Earnings growth will come from the aforementioned tailwinds as well as record backlogs, commercial and cost synergies related to the Howden acquisition and LNG (liquefied natural gas) projects. Chart's ratings are constrained by the need to maintain its earnings growth in a potentially sluggish macroeconomic environment in order to continue to generate sufficient free cash flow to reduce debt. Continued strength in LNG demand, despite regulations related to the export of LNG from the US, is also important to the deleveraging story for Chart. Chart's liquidity is good, reflecting cash of just under $200 million at December 31, 2023 and about $875 million of availability under its recently upsized $1.25 billion committed revolver that expires in 2029. The company's has $258 million of convertible notes that come due in November 2024. Moody's expects the company will have sufficient liquidity to repay the convertible notes if it's unable to refinance them. The company is subject to leverage and coverage financial maintenance covenants, and Moody's expects the company will maintain ample cushion for each over the next 12 to 18 months. Alternate forms of liquidity are considered modest as the company's assets are mostly encumbered. Chart's overall credit impact score was changed to CIS-3 from CIS-4 to reflect the company's improved governance scores as the company has continued to deleverage toward its 2.0x – 2.5x public net leverage target. The company has exceeded its first year commercial and cost synergy targets following the Howden acquisition which is also a driver of the improved score. As a result, Chart's Issuer Profile Score (IPS) was updated to G-3 from G-4. Its environmental IPS and social IPS remain unchanged at E-3 and S-3, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if debt/EBITDA declines toward 4.0x and EBITA/interest expense is sustained above 3.0x. Ratings could be downgraded if there is deterioration in the company's liquidity. Downward rating pressure could also come if debt/EBITDA is not maintained to below 5.0x or if EBITA/interest expense remains below 2.5x. Based in Ball Ground, Georgia, Chart Industries, Inc. designs, engineers and manufactures process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean(TM) – clean power, clean water, clean food, and clean industrials, regardless of molecule. The company's product portfolio – across both stationary and rotating equipment – is used in every phase of the liquid gas supply chain, including upfront engineering, service and repair. In the clean energy transition, Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas, CO2 Capture and water treatment, among other applications. The company has over 60 global manufacturing locations and over 50 service centers from the United States to Asia, India and Europe. Chart generated reported revenue of about $3.4 billion in 2023. The principal methodology used in these ratings was Manufacturing published in September 2021. CLARK N SON: Seeks to Hire Jeanette Dabbs as Bookkeeper ------------------------------------------------------- Clark N Son Transportation, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Jeanette Dabbs, a professional from Memphis, Tennessee, as bookkeeper. Ms. Dabbs will assist the Debtor in general accounting, including preparation of federal and state tax returns. Ms. Dabbs will be paid at the rate of $125 per hour, and will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing, the bookkeeper is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Ms. Dabbs can be reached at: Jeanette Dabbs 6135 Mt. Moriah Road Extended, Suite 1 Memphis, TN 38115 About Clark N Son Transportation, Inc. Clark N Son Transportation Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-24830) on September 29, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Tyrone Clark Jr., president and operations manager, signed the petition. Judge Jennie D. Latta oversees the case. Bo Luxman, Esq., at Luxman Law Firm represents the Debtor as bankruptcy counsel. CLEAN ENERGY: Delays Filing of 2023 Annual Report ------------------------------------------------- Clean Energy Technologies, Inc. notified the U.S. Securities and Exchange Commission via Form 12b-25 that the Company has encountered a delay in assembling the information, in particular its financial statements for the year ended December 31, 2023, required to be included in annual report on Form 10-K for the relevant period, rendering timely filing of the Form 10-K impracticable without undue hardship and expense to the Company. The Company undertakes the responsibility to file such report no later than 15 days after its original prescribed due date. About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- designs, produces and markets clean energy products and integrated solutions focused on energy efficiency and renewables. The Company provides waste heat recovery solutions, waste to energy solutions, and engineering, consulting and project management solutions. The Company had a total stockholder's equity of $5,389,051 and a working capital of $1,755,468 as of Sept. 30, 2023. The Company also had an accumulated deficit of $19,829,422 as of Sept. 30, 2023. Therefore, the Company said, there is substantial doubt about the ability of the Company to continue as a going concern. COMTECH TELECOM: Interim CEO to Receive Annual Base Salary of $525K ------------------------------------------------------------------- Comtech Telecommunications Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 27, 2024, the Company and its Interim Chief Executive Officer, John Ratigan, amended Mr. Ratigan's existing employment agreement to reflect his new position and responsibilities. The Existing Employment Agreement expires on November 30, 2026. The amendment to the Existing Employment Agreement was approved by the Company's Board of Directors. Pursuant to the Amendment, Ratigan will receive an annual base salary of $525,000, a $10,000 monthly stipend for each month or portion thereof during which Ratigan serves as Interim Chief Executive Officer, an annual target bonus opportunity equal to 70% of base salary, and a discretionary bonus to be awarded at the complete discretion of the Board upon completion of the Interim Term. In addition, Ratigan will be eligible to receive equity awards pursuant to the Company's 2023 Equity and Incentive Plan, and subject to the terms of the Equity Plan and the applicable award agreements with respect to such equity awards. About Comtech Telecommunications Headquartered in Huntington, New York, Comtech Telecommunications Corp. designs, develops, and manufactures technology electronic products and systems. In its Form 10-Q report for the quarterly period ended October 31, 2023, the Company expressed that there is substantial doubt about its ability to continue as a going concern. Comtech's current cash and liquidity projections raise substantial doubt about its ability to continue as a going concern. The Company has evaluated whether there are any conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next 12 months. Based on its current business plans, including projected capital expenditures, the Company does not believe its current level of cash and cash equivalents or liquidity expected to be generated from future cash flows will be sufficient to fund its operations over the next 12 months and repay current obligations under the Credit Facility, raising substantial doubt about the Company's ability to continue as a going concern as of the date of this Quarterly Report on Form 10-Q. Although the Company is actively pursuing strategies to mitigate these conditions and events and alleviate such substantial doubt about its ability to continue as a going concern, there can be no assurance that the Company's plans will be successful. CONGRUEX GROUP: S&P Downgrades ICR to 'B-', Outlook Stable ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Congruex Group LLC to 'B-' from 'B'. The outlook on the rating is stable. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan and revolving credit facility to 'B-' from 'B'. The '3' recovery rating is unchanged (rounded estimate: 50%) S&P said, "The stable outlook reflects our expectation for S&P Global Ratings-adjusted EBITDA margins to improve through cost savings initiatives partially offsetting volume declines in the wireless business. In addition, we expect collection of delayed payments will allow the company to achieve breakeven cash flows in 2023 and turning modestly positive in 2024. "The downgrade reflects Congruex's lower earnings resulting in deteriorated leverage and cash flow metrics in 2023 and our expectation that performance will remain sluggish in 2024. Congruex experienced a decline in operating performance in 2023 as a result of reduced demand primarily in the company's wireless end markets. Many of the large telecom companies pulled back on capital expenditures in 2023, reducing demand for Congruex's services throughout the year. The decline in volumes in the company's wireless business correlated with a contraction of margins, as fixed costs continued despite reduced job volumes. In addition to the challenges in the wireless end markets, the company experienced some decline in wireline end market volumes, particularly with large public customers. The company was particularly affected by a pause of one fiber-to-the-home build project with one of its largest customers, during 2023. Congruex wireline margins were also burdened by significant one-time close-out costs related to several projects within a specific operating unit. As a result, we expect the company will end 2023 with an EBITDA about 50% lower than our prior expectations. In addition, we believe it is unlikely for EBITDA to rebound in 2024 in light of anticipated lower capital expenditures for many of Congruex's customers. For the full year 2023, we expect S&P Global Ratings-adjusted EBTIDA margins to be at about 11% resulting in S&P Global Ratings-adjusted debt-to-EBITDA in the low- to mid-6x range, a significant increase from 2022 where it was in the mid-5x range. "At the same time, during 2023, the company increased capital expenditures and experienced payment delays, resulting in negative free cash flow generation through the third quarter with a deficit of about $23.0 million year to date. However, we expect the company to collect on some of these delayed payments in the fourth quarter and pull back on capital expenditures, which we expect to result in neutral free cash flow generation for the full year 2023 and slightly positive in 2024. We estimate cash flows will remain thin with FOCF to debt at about 1% to 1.5% over the next couple of years. We believe this reduces the company's financial flexibility with limited cushion for potential underperformance, which could further erode its liquidity. "We expect limited revenue growth in 2024 and modest margin expansion. Many of the large public wireless companies have publicized plans to pull back on spending through 2024. Thus, we currently expect Congruex's top-line growth to be limited in 2024 to the low-single-digit range. The company will benefit from some large new sponsor-backed, fiber-to-the-home projects in 2024, but this will be mostly offset by pullback in wireless volumes and reduced spend from public telecom companies on the wireline side. We do not anticipate a rebound in new builds for wireless infrastructure in the near term given the overbuild that occurred in the past few years. "We expect the company to implement cost-savings initiatives in 2024 to offset reduced demand, specifically increasing the use of subcontracted labor on wireless projects to increase flexibility and protect margins from further downside, should volumes fall further. With the cost-saving initiatives in 2024, we forecast S&P Global Ratings-adjusted EBITDA margins will reach the high-11% to low-12% range. "The stable outlook reflects our expectation for S&P Global Ratings-adjusted EBITDA margins to improve through cost savings initiatives partially offsetting volume declines in the wireless business. In addition, we expect collection of delayed payments will allow the company to achieve breakeven cash flows in 2023 and turning modestly positive in 2024." S&P could lower its rating on Congruex if: -- The company sustains negative FOCF such that S&P viewed its capital structure as unsustainable; or -- Liquidity position erodes because of persistent cash flow deficits, resulting in increased revolver borrowings and it appears unlikely the company could secure additional financing. S&P could raise its rating on Congruex if: -- The company improves its liquidity position through free cash flow generation; and -- FOCF to debt improving to the mid-single-digit-percent area on a sustained basis which would be generally consistent with debt to EBITDA below 6x. This would likely be achieved by, for example, demand in the company's wireless business stabilizing in conjunction with margin improvement and disciplined financial policy. CORRELATE ENERGY: Reports $12.8 Million Net Loss in 2023 -------------------------------------------------------- Correlate Energy Corp. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting net losses of $12,788,399 and $7,162,908 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had $4,560,690 in total assets, $7,740,343 in total liabilities, and $3,179,653 in total stockholders' deficit. Dallas, Texas-based Turner, Stone & Company LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The Company's ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management's plans with respect to operations include aggressive marketing, acquisitions, and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with acquisitions and additional financing as necessary will result in improved operations and cash flow in 2024 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/4jnmte7m About Correlate Correlate Energy Corp. (OTCQB: CIPI), formerly Correlate Infrastructure Partners Inc., together with its subsidiaries, is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions North America. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. CPI CARD: S&P Upgrades ICR to 'B+', Outlook Stable -------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based financial payment cards producer CPI Card Group Inc. (CPI) to 'B+' from 'B' to reflect the improvement in credit metrics. At the same time, S&P raised its issue-level ratings on the senior secured debt to 'B+' from 'B'. The '3' recovery rating on the debt is unchanged. The stable outlook reflects S&P's expectation that CPI will maintain S&P Global Ratings-adjusted leverage of 3.0x-3.5x and FOCF to debt in the high-single digit percentage area, and resume growth as demand for debit and credit cards improves in the second half of 2024 and supply-chain headwinds return to normal lead times. CPI's financial policy has supported lower leverage and balanced shareholder returns with debt repayment. Despite being controlled by financial sponsor Parallel49 (formerly Tricor Pacific Capital), which owns 58% of CPI, the company has maintained a financial policy that supports lower leverage and has balanced shareholder returns with debt repayment. S&P said, "Leverage has remained below 4x over the past two years, and we expect CPI will continue to maintain leverage below this level even as it resumes opportunistic share buybacks in 2024. Therefore, our upgrade reflects our expectation that this more conservative financial policy, despite a financial sponsor controlling shareholder, supports an improved assessment of CPI's financial risk and the higher rating." The company has maintained leverage in the 3.0x-3.5x range despite revenue declines in 2023. As of Dec. 31, 2023, CPI's leverage (S&P Global Ratings-adjusted) modestly increased to 3.3x from 3.1x as of Dec. 31, 2022. The company faced headwinds in 2023 as card volumes declined due to a pullback in customer orders as customers managed down higher inventory levels from the prior year. Despite revenue declines of 7% in 2023, CPI sustained its 20% EBITDA margin because of prudent cost management and increased its S&P Global Ratings adjusted FOCF to $30 million in 2023 from $15 million in 2022 and only saw a modest increase leverage. S&P forecasts that revenue growth will return in the second half of 2024 as inventory levels normalize and that CPI will generate $25 million-$30 million in S&P Global Ratings adjusted FOCF in 2024 and be able to maintain leverage at 3.3x-3.5x. S&P said, "We forecast S&P Global Ratings-adjusted FOCF to debt in the high-single-digit percentage area in 2024 and 2025. For full-year 2023, CPI significantly improved FOCF to debt (S&P Global Ratings-adjusted) to 10.1% in 2023 from 5.1% in 2022 despite its revenue, margin, and EDITDA declines primarily due to working capital management, reduced net capital expenditure (capex), and prudent cost management. We expect a modest decrease in FOCF to debt over the next two years as CPI builds out a new secure card production facility. Even as we forecast capex to be higher by $8 million in 2024 and $4 million in 2025, we still forecast healthy FOCF to debt at 8% in 2024 and 9% in 2025 thanks to CPI's prudent cost management over the past year and an expectation that revenue and EBITDA will return to growth starting in the second half of 2024 and in 2025. "The stable outlook reflects our expectation that CPI will maintain S&P Global Ratings-adjusted leverage of 3.0x-3.5x and FOCF to debt in the high-single-digit percentage area, and resume growth as demand for debit and credit cards improves in the second half of 2024 and supply-chain headwinds return to normal lead times. "We could lower our ratings on CPI if we expect that S&P Global Ratings-adjusted leverage will approach 5.0x or if FOCF to debt decreases toward 5% on a sustained basis." This could occur if: -- Revenue declines at a low-to-mid, single-digit percentage rate and the adjusted EBITDA margin declines below 15%, indicating significant reduction in demand due to competition or ineffective cost management. -- CPI pursues significant debt-financed acquisitions and/or distributions, indicating a shift to a more aggressive financial policy. S&P could raise its ratings on CPI if the company materially expands and diversifies its business and if S&P Global Ratings-adjusted leverage falls below 3.0x while the company consistently maintains FOCF to debt above 10%. This could occur if: -- CPI diversifies its business through new growth opportunities or acquisitions while maintaining current credit metrics. -- Alternatively, if the company is no longer controlled by a financial sponsor and we expect it to maintain a more conservative financial policy that supports leverage below 3x, with FOCF to debt above 10% CREPERIE D AMOUR: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Creperie D Amour Inc. d/b/a Paris Bistro 2656 Showplace Drive Naperville, IL 60564 Business Description: The Debtor owns and operates a restaurant business. Chapter 11 Petition Date: April 9, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-05158 Judge: Hon. Donald R. Cassling Debtor's Counsel: Penelope Bach, Esq. BACH LAW OFFICES P.O. Box 1285 Northbrook, IL 60065 Tel: (847) 564-0808x216 Fax: (847) 564-0985 Email: pnbach@bachoffices.com Total Assets: $231,539 Total Liabilities: $1,517,684 The petition was signed by Jonathan Santos 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/KGBVULY/Creperie_D_Amour_Inc__ilnbke-24-05158__0001.0.pdf?mcid=tGE4TAMA CROSSROADS HOLDING: Cliffwater Marks $13.8MM Loan at 24% Off ------------------------------------------------------------ The Cliffwater Corporate Lending Fund has marked its $13,849,322 loan extended to Crossroads Holding, LLC to market at $10,555,963 or 76% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR report for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loan to Crossroads Holding, LLC. The loan accrues interest at a rate of 10.902% Payment in Kind (SOFR+525) per annum. The loan matures on December 23, 2027. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 CRYPTO CO: Delays Filing of 2023 Annual Report Due to Limited Staff ------------------------------------------------------------------- The Crypto Company 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. The Company said it was unable to file its Form 10-K within the prescribed time period because it requires additional time to prepare and review its financial statements, including the notes thereto, for the year ended Dec. 31, 2023, primarily due to (i) its limited resources of financial reporting and accounting personnel resulting in the need for additional time to close its books and records, complete its financial statement preparation and finalize its review procedures and (ii) the Company's need for additional time for compilation and review to ensure adequate disclosure of certain information required to be included in the Form 10-K. As a result, the Company is unable to file its Form 10-K by the prescribed filing date without unreasonable effort or expense. The Company currently anticipates that it will be able to complete the work described above in time for the Company to file its Annual Report within the 15-day extension provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About Crypto Company Malibu, Calif.-based The Crypto Company -- https://www.thecryptocompany.com -- is engaged in the business of providing consulting services and education for distributed ledger technologies, for the building of technological infrastructure, and enterprise blockchain technology solutions. Crypto Company reported a net loss of $5.66 million in 2022, a net loss of $785,630 in 2021, and a net loss of $2.82 million in 2020. As of March 31, 2023, the Company had $1.38 million in total assets, $5.02 million in total liabilities, and a total stockholders' deficit of $3.64 million. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. The Company has incurred significant losses and experienced negative cash flows since inception. As of Sept. 30, 2023, the Company had cash of $20,435. In addition, the Company's net loss was $3,922,996 for the nine months ended Sept. 30, 2023, and the Company's had a working capital deficit of $5,048,726. As of Sept. 30, 2023, the accumulated deficit amounted to $43,454,431. The Company said that as a result of the Company's history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern. DELTA WHOLESALE: Trustee Hires Samuel D. Sweet PLC as Counsel ------------------------------------------------------------- Richardo L. Kilpatrick, the Trustee for Delta Wholesale Tire Center, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Samuel D. Sweet, PLC as counsel. The firm will assist the Trustee in connection with respect to the collection of Chapter 5 causes of action including any and all legal proceedings necessary to collect these funds and/or pursue other causes of action. The firm will begin working for the Subchapter V Trustee and continue working after confirmation as counsel for the Plan Administrator. The hourly rates of the firm are: Samuel D. Sweet, Attorney $300 per hour Jessica A. Will, Paralegal $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Samuel D. Sweet, Esq., a partner at Samuel D. Sweet, PLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Samuel D. Sweet, Esq. Samuel D. Sweet, PLC PO Box 757 Ortonville, MI 48462 Tel: (248) 236-0985 Fax: (248) 236-0984 About Delta Wholesale Tire Center, Inc. Delta Wholesale Tire Center, Inc., operates a full service auto repair and tire service facility out of leased premises in Burton, Michigan. Delta Wholesale Tire Center filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31065) on June 29, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Joel D. Applebaum oversees the case. The Debtor is represented by George E. Jacobs, Esq., at Bankruptcy Law Offices. DIOCESE OF ALBANY: Committee Hires Gilbert LLP as Special Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Roman Catholic Diocese of Albany, New York seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Gilbert LLP as special insurance counsel. The firm's services include: a. analyzing all insurance policies under which the Debtor may have rights and providing strategic advice to the Committee on steps to be taken to preserve and maximize insurance coverage for the Pensioners' claims; b. attending meetings and negotiating with representatives of the Debtor, its non-bankrupt affiliates, its insurance carriers, and other parties in interest in this Chapter 11 Case related to the preservation of insurance coverage and resolution of disputed insurance coverage which may provide funding for the Pensioners; c. assisting the Committee with any insurance-related matters arising in connection with the formulation of a plan of reorganization and funding any trust for the payment of the Pensioners' claims established under a plan of reorganization; and d. performing such other insurance-related tasks as may be necessary during the course of this Chapter 11 Case. The firm will be paid at these rates: Attorneys $350 to $1,625 per hour Paraprofessionals $235 to 550 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kami E. Quinn, Esq., a partner at Gilbert LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kami E. Quinn, Esq. Gilbert LLC 700 Pennsylvania Avenue, SE, Suite 400 Washington, DC 20003 Tel: (202) 772-2200 About Roman Catholic Diocese of Albany, New York The Roman Catholic Diocese of Albany is a religious organization in Albany, N.Y. It covers 13 counties in Eastern New York, including a portion of the 14th county. Its Mother Church is the Cathedral of the Immaculate Conception in the city of Albany. New York's Child Victims Act, which took effect in August 2019, temporarily sets aside the usual statute of limitations for lawsuits to give victims of childhood sexual abuse a year to pursue even decades-old claims. Hundreds of new lawsuits have been filed against churches and other institutions since the law took effect on Aug. 14, 2019. Facing the financial weight of new sexual misconduct lawsuits, at least four of the eight Roman Catholic dioceses in the state, has already sought Chapter 11 protection. The dioceses that have declared bankruptcy include the Diocese of Rochester and the Diocese of Rockville Centre on Long Island. The Catholic Diocese of Albany sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on March 15, 2023. In the petition filed by Fr. Robert P. Longobucco, the Debtor estimated assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Robert E. Littlefield, Jr. oversees the case. The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel; Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott & Associates, PC as financial advisor; and Bonadio & Co., LLP as accountant. Donlin, Recano & Company, Inc. is the claims and noticing agent. On April 17, 2023, the U.S. Trustee for Region 2 appointed two separate committees to represent unsecured creditors and tort claimants in the Debtor's Chapter 11 case. Lemery Greisler, LLC represents the unsecured creditors' committee while Stinson, LLP represents the tort committee. OneDigital Investment Advisors, LLC is the committees' special investment consultant. DISCOUNT AUTO: Case Summary & Three Unsecured Creditors ------------------------------------------------------- Debtor: Discount Auto Experts, Inc. 11924 Forest Hill Boulevard Suite 10A #163 Wellington, FL 33414 Chapter 11 Petition Date: April 9, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-13430 Judge: Hon. Mindy A. Mora Debtor's Counsel: Craig I. Kelley, Esq. KELLEY KAPLAN & ELLER, PLLC 1665 Palm Beach Lakes Blvd The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: 561-491-1200 Email: craig@kelleylawoffice.com Total Assets: $107,666 Total Liabilities: $5,032,960 The petition was signed by Laszlo Kovach as president. 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/PIQONZY/Discount_Auto_Experts_Inc__flsbke-24-13430__0001.0.pdf?mcid=tGE4TAMA DNT PROPERTY: Hires Whiteford Taylor & Preston LLP as Counsel ------------------------------------------------------------- DNT Property Investments LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Whiteford Taylor & Preston LLP as counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties as debtor and debtor-in-possession in the continued management and operation of its business; (b) taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, defense of any actions commenced against the estate, and negotiations concerning all litigation in which the Debtor may be involved, and any objections to claims filed against the Debtor's estate; (c) attending meetings and negotiating with representatives of creditors and other parties in interest and advising and consulting on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in chapter 11; (d) preparing motions, applications, answers, orders, reports, and other pleadings necessary to administer the Debtor's estate and assist the Debtor with operating in chapter 11; (e) appearing before this Court and any other courts to protect the interest of the Debtor's estate; (f) preparing and negotiating on the Debtor's behalf plan(s) of reorganization, disclosure statement(s), sale of assets, and all related agreements and/or documents and taking any necessary action on behalf of the Debtor to obtain confirmation; and (g) performing any and all other necessary legal services and legal advice to the Debtor with the Chapter 11 Case. The firm will be paid at these rates: Jana S. Pail, Counsel $645 per hour Harry A. Readshaw, Counsel $605 per hour Sarah Wenrich $515 per hour Paralegal $400 per hour The firm received $6,322.50 on behalf of the Debtor in the 1 year period prior to the Petition Date. Further, the firm received a retainer for its services to be provided in th Chapter 11 Case in the sum of $3,667.50. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jana S. Pail, Esq., a partner at Whiteford Taylor & Preston LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jana S. Pail, Esq. Harry Readshaw, Esq. Whiteford Taylor & Preston LLP 11 Stanwix Street Suite 1400 Pittsburgh, PA 15222 Tel: (412) 618-5601 Email: JPail@Whitefordlaw.com HReadshaw@Whitefordlaw.com About DNT Property Investments LLC DNT Property is primarily primarily engaged in renting and leasing real estate properties. DNT Property Investments LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-20530) on March 2, 2024, listing $1,235,000 in assets and $763,861 in liabilities. The petition was signed by Derrick Tillman as managing member. Judge John C. Melaragno presides over the case. Jana S. Pail, Esq. at WHITEFORD, TAYLOR & PRESTON LLP represents the Debtor as counsel. EIGER BIOPHARMACEUTICALS: Hires Kurtzman as Claims & Noticing Agent ------------------------------------------------------------------- Eiger BioPharmaceuticals, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Kurtzman Carson Consultants LLC as its claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. Prior to the petition date, the Debtors provided the firm a retainer in the amount of $25,000. The firm will bill the Debtors monthly and will receive reimbursement for expenses incurred. Evan Gershbein, executive vice president at Kurtzman's Corporate Restructuring, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Evan Gershbein Kurtzman Carson Consultants, LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Telephone: (310) 823-9000 Facsimile: (310) 823-9133 Email: egershbein@kccllc.com About Eiger Biopharmaceuticals Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a commercial-stage biopharmaceutical company focused on the development of innovative therapies for rare metabolic diseases. The Company's shares traded on Nasdaq under the symbol "EIGR". Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-80040) on April 1,2024. In its petition, Eiger listed $38.8 million in assets and $53.1 million in liabilities as of the bankruptcy filing. Eiger is represented by Sidley Austin LLP as its legal counsel, Alvarez & Marsal as its financial advisor and SSG Capital Advisors, LLC as its restructuring investment banker. Kurtzman Carson Consultants LLC is the claims agent. EMMETT GROUP: Secured Party Sets May 30 Auction ----------------------------------------------- 50 Emmett GV LLC ("secured party"), by virtue of possession of certain membership interest certif0icates held in accordance with Article 8 of the Uniform Commercial Code of the State of New York, and by virtue of these certain UCC-1 filing statement made in favor of secured party, all in accordance with Article 8 of the code, will offer for sale at public auction (i) all of Hendel Gold and Moses Gold's right, title and interest in and to Emmett Group LLC ("pledged entity"), and (ii) certain related rights and property relating thereto. Secured Party's understanding is that the principal asset of the Pledged Entity is the premises located at 50 Emmett Street and Tax assessor's lot 70A Emmett Street, Bristol, Connecticut ("property"). Mannion Auctions LLC, under the direction of Matthew D. Mannion or William Mannion, will conduct a public sale consisting of the collateral vial online bidding on May 30, 2024, at 3:30 p.m., in satisfaction of an indebtedness in the approximate amount of $5,927,944.64 including principal, interest on principal, and reasonable fees and costs, plus default interest through May 30, 2024. Online bidding will be made via Zoom meeting. Meeting link: https://bit.ly/50EmmettUCC; Meeting Id: 839 8584 4234; Passcode: 745473; One Tap Mobile: +16469313860,,83985844234#,,,,*745473# US; Dial by you location: +1 646 931 3860 US. Interested parties who intend to bid on the collateral must contact Greg Corbin at Northgate Real Estate Group, 433 Fifth Avenue, 4th Floor, New York, New York 10016, (212) 419 8101, greg@northgatereg.com, to receive the terms and conditions of sale and bidding instructions by May 28, 2024, at 3:30 p.m. ENVIVA INC: Hires Kutak Rock LLP as Co-Counsel ---------------------------------------------- Enviva Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Kutak Rock LLP as co-counsel. The firm's services include: a) providing legal advice and services regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of these chapter 11 cases, bearing in mind that the Court relies on co-counsel such as Kutak Rock to be involved in all aspects of these bankruptcy cases; b) reviewing, revising, and/or preparing drafts of documents to be filed with the Court as co-counsel to the Debtors; c) appearing in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel; d) performing various services in connection with the administration of these chapter 11 cases, including, without limitation, (i) preparing agendas, certificates of no objection, certifications of counsel, notices of fee applications, motions and hearings, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and coordinating with Vinson & Elkins on pending matters, (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated therewith, and (iv) handling inquiries from creditors, contract counterparties and counsel to parties-in-interest regarding pending matters and the general status of these chapter 11 cases and coordinating with Vinson & Elkins on any necessary responses; e) interacting and communicating with the Court's chambers and the Court's Clerk's Office; f) assisting the Debtors and Vinson & Elkins in preparing, reviewing, revising, filing, and prosecuting pleadings related to contested matters, executor contracts and unexpired leases, asset sales, plan, and disclosure statement issues and claims administration and resolving objections and other matters relating thereto, to the extent requested by the Debtors or Vinson & Elkins and not duplicative of services being provided by Vinson & Elkins; and g) performing all other services assigned by the Debtors, in consultation with Vinson & Elkins, to Kutak Rock as co-counsel to the Debtors, and to the extent Kutak Rock determines that such services fall outside of the scope of services historically or generally performed by the firm as co-counsel in a bankruptcy proceeding, Kutak Rock will file a supplemental declaration pursuant to Bankruptcy Rule 2014 and give parties in interest opportunity to object. The firm will be paid at these rates: Michael A. Condyles, Partner $850 per hour Peter J. Barrett, Partner $790 per hour Jeremy S. Williams, Partner $725 per hour Adolyn C. Wyatt, Associate $475 per hour Lynda Wood, Paralegal $225 per hour Amanda Roberts, Paralegal $225 per hour The firm received from the Debtor a retainer of $130,000 prior to the filing of the bankruptcy case. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information set forth in D.1. of the Appendix B Guidelines: a. Kutak Rock did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. b. None of the professionals from Kutak Rock included in this engagement have varied or will vary their rate based on the geographic location of the bankruptcy case. c. The billing rates and material financial terms for Kutak Rock’s prepetition engagement by the Debtors are set forth herein. No adjustments were made to either the billing rates or the material financial terms of Kutak Rock’s employment by the Debtors as a result of the filing of these chapter 11 cases. d. Kutak Rock has submitted to the Debtors for approval a staffing plan and budget for Kutak Rock that covers the time period from the Petition Date through June 30, 2024. Peter J. Barrett, Esq., a partner at Kutak Rock LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael A. Condyles, Esq. Peter J. Barrett, Esq. Jeremy S. Williams, Esq. Kutak Rock LLP 901 East Byrd Street, Suite 1000 Richmond, VA 23219-4071 Tel: (804) 644-1700 Fax: (804) 783-6192 Email: michael.condyles@kutakrock.com peter.barrett@kutakrock.com; jeremy.williams@kutakrock.com About Enviva Inc. Headquartered in Bethesda, Md., Enviva Inc. -- https://www.envivabiomass.com -- is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing it into a transportable form, wood pellets. Enviva exports its wood pellets to global markets through its deep-water marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. Enviva Inc. and certain affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024. In the petition signed by Glenn T. Nunziata, interim chief executive officer and chief financial officer, Enviva Inc. disclosed $2,893,581,000 in assets and $2,631,263,000 in liabilities. Judge Brian F. Kenney oversees the cases. The Debtors tapped Vinson & Elkins, LLP as general bankruptcy counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC as investment banker; Alvarez & Marsal Holdings, LLC as financial advisor; and Kurtzman Carson Consultants, LLC as notice and claims agent. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. ENVIVA INC: Hires Lazard Freres & Co. LLC as Investment Banker -------------------------------------------------------------- Enviva Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Lazard Freres & Co. LLC as investment banker. The firm's services include: (a) reviewing and analyzing the Debtors' business, operations and financial projections; (b) evaluating the Debtors' potential debt capacity in light of its projected cash flows; (c) assisting in the determination of a capital structure for the Debtors; (d) analyzing potential capital raise and liability management transactions or other capital structure or strategic alternatives, including any Transaction; (e) evaluating the financial terms of any proposed Transaction; (f) advising Counsel and the Debtors on tactics and strategies for negotiating with the Debtors' Stakeholders; (g) assisting in analyzing, structuring, negotiating, and effecting any Transaction(s); (h) rendering financial advice to the Debtors and participating in meetings or negotiations with the Stakeholders and/or rating agencies or other appropriate parties in connection with any Transaction; (i) advising Counsel and the Debtors on the timing, nature, and terms of new securities, other consideration or other inducements to be offered pursuant to any Transaction; (j) advising and assisting Counsel and the Debtors in evaluating any potential Financing transaction and, if requested by Lazard, subject to execution of customary agreements, contacting potential sources of capital as the Debtors may designate and assisting the Debtors in implementing such Financing; (k) assisting the Debtors in preparing documentation within Lazard's area of expertise that is required in connection with any Transaction; (l) assisting the Debtors in identifying and evaluating candidates for any potential Sale Transaction, advising the Debtors in connection with negotiations and aiding in the consummation of any Sale Transaction; (m) attending meetings of the board of directors of Enviva and its committees, including the Finance Committee, with respect to matters on which Lazard has been engaged to advise thereunder; (n) providing testimony, as necessary, with respect to matters on which Lazard has been engaged to advise thereunder in any proceeding before the Bankruptcy Court; and (o) providing the Debtors with other financial advice related to the foregoing. The firm will be paid as follows: (a) A monthly fee of $250,000 (the "Monthly Fee"), payable on the 1st day of each month until the termination of Lazard's engagement pursuant to Section 9 of the Engagement Letter. (b) A fee equal to $14,500,000, payable upon the consummation of a Restructuring (the "Restructuring Fee"). (c) (i) If, whether in connection with the consummation of a Restructuring or otherwise, the Debtors consummates a Sale Transaction incorporating all or a majority of the assets or all or a majority or controlling interest in the equity securities of the Debtors, Lazard shall be paid a fee (the "Sale Transaction Fee") equal to the greater of (A) the fee calculated based on the Aggregate Consideration in such Sale Transaction as set forth in Schedule I of the Engagement Letter and (B) the Restructuring Fee. If a Transaction qualifies as a Sale Transaction, only the Sale Transaction Fee will be payable with respect to that Sale Transaction, and not both a Sale Transaction Fee and a Restructuring Fee. (ii) Subject to Lazard agreeing to advise the Debtors, if, whether in connection with the consummation of a Restructuring or otherwise, the Debtors consummate any Sale Transaction not covered by clause (i) above (a "Partial Sale"), the Debtors shall pay Lazard a fee (the "Partial Sale Transaction Fee") based on the Aggregate Consideration in such Partial Sale calculated as set forth in Schedule I of the Engagement Letter, subject to a minimum fee of $3,000,000 for any Partial Sale. (iii) Any Sale Transaction Fee or Partial Sale Transaction Fee shall be payable upon consummation of the applicable Sale Transaction. (d) A fee, payable upon consummation of an Amendment (each, an "Amendment Fee"), equal to 0.25% of the principal amount of any debt or other credit commitments or obligations that are amended as part of an Amendment. (e) A fee, payable upon consummation of a Financing (the "Financing Fee"), equal to the applicable percentages of the gross proceeds raised (including, for the avoidance of doubt, any committed but unfunded amounts) as follows based on the type of Financing: (i) 1.75% of any senior secured debt financing, plus (ii) 2.75% of any junior secured, last-out, unsecured, or subordinated debt financing, plus (iii) 4.0% of any equity, equity-linked or equity-stapled or similarly bundled equity financing (including, but not limited to, preferred or common equity, convertible debt, debt bundled or stapled with equity or equity-linked financing, options, warrants, or other rights to acquire interests). To the extent that the type of Financing issued (including any "stapled" or similarly bundled securities) would qualify as more than one of the types of Financings listed above, the highest applicable fee percentage shall apply; provided, however, that for any proposed "debtor-in-possession" Financing, the Financing Fee shall be earned and shall be payable upon the earlier of execution of a commitment letter or a definitive agreement with respect to the Financing; and, provided, further, that to the extent that Lazard is paid a fee in connection with a proposed "debtor-in-possession" Financing and the Bankruptcy Court does not provide any required approval with respect thereto, Lazard shall return such fee to the Debtors. 25% of any Financing Fee earned in connection with any Chapter 11 proceedings shall be credited (without duplication) against any Restructuring Fee payable under the Engagement Letter, subject to a maximum credit of $3,500,000. (f) A fee, payable upon consummation of an Exchange (each, an "Exchange Fee"), equal to 1.25% of the principal amount of any debt involved in such Exchange. (g) For the avoidance of any doubt, (i) more than one fee may be payable pursuant to each of clauses (c)(ii), (d), (e), and (f) above and (ii) both a Financing Fee and an Exchange Fee may be payable with respect to the same Transaction. (h) In addition to any fees that may be payable to Lazard and, regardless of whether any Transaction occurs, the Debtors shall promptly reimburse Lazard for all reasonable expenses incurred by Lazard (including travel and lodging, data processing and communications charges, courier services and other expenditures) and the reasonable fees and expenses of counsel, if any, retained by Lazard. If the Debtors so requests in writing (email will suffice), Lazard shall provide the Debtors with reasonable documentation of expenses submitted for reimbursement. (i) As part of the compensation payable to Lazard under the Engagement Letter, the Debtors agrees that the Indemnification Letter shall apply to Lazard's engagement under the Engagement Letter. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christian Tempke, managing director Restructuring Group of Lazard Freres & Co. LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christian Tempke Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 632-6000 About Enviva Inc. Headquartered in Bethesda, Md., Enviva Inc. -- https://www.envivabiomass.com -- is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing it into a transportable form, wood pellets. Enviva exports its wood pellets to global markets through its deep-water marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. Enviva Inc. and certain affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024. In the petition signed by Glenn T. Nunziata, interim chief executive officer and chief financial officer, Enviva Inc. disclosed $2,893,581,000 in assets and $2,631,263,000 in liabilities. Judge Brian F. Kenney oversees the cases. The Debtors tapped Vinson & Elkins, LLP as general bankruptcy counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC as investment banker; Alvarez & Marsal Holdings, LLC as financial advisor; and Kurtzman Carson Consultants, LLC as notice and claims agent. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. ENVIVA INC: Hires PwC US Tax LLP as Investment Banker ----------------------------------------------------- Enviva Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ PwC US Tax LLP as tax compliance, tax restructuring, and tax consulting services provider. The firm's services include: a. 2023 Tax Compliance Engagement Letter: PwC US Tax will prepare and sign as preparer the U.S. federal and state tax returns and extensions for Debtors Inc. ("Debtors") for the tax year beginning January 1, 2023 through December 31, 2023. b. Tax Restructuring SOW: Provide tax consulting services in relation to the Debtors' contemplated debt restructuring (the "Restructuring Plan"). PwC US Tax's Services with respect to the Restructuring Plan may include, but are not limited to, the following, which will be based on inputs and assumptions provided by the Debtors: i. Utilizing the Advisory Process, prepare or review a calculation that illustrates the significant U.S. federal income tax effects of the proposed Restructuring Plan based on inputs and assumptions provided by Debtors, as requested; ii. Assisting the Debtors with federal income tax analyses relating to cancellation of debt ("COD") income, including analyses under section 108 of the IRC, as requested; iii. Preparing or commenting on asset tax basis calculations, as requested; iv. Assisting in the preparation of a slide deck that overviews the significant U.S. federal income tax consequences of the Restructuring Plan, as requested; and v. Preparing technical memoranda regarding mutually agreed tax issues of the Restructuring Plan, as requested; c. Tax Consulting Engagement Letter: Recurring Tax Consulting Services. From time to time, Debtors may request PwC US Tax to provide services outside the scope of tax compliance services that may not be significant enough to require a separate engagement letter or Statement of Work. Subject to our acceptance, PwC US Tax will provide such services necessary to respond to matters presented to PwC US Tax by Debtors, or matters PwC US Tax brings to the attention of Debtors for which Debtors agrees PwC US Tax should provide assistance. The following illustrates the nature of the services intended to be covered by this engagement letter: -- PwC US Tax will provide advice, answers to questions on federal, state and local, and international tax matters, including research, discussions, preparation of memoranda, and attendance at meetings relating to such matters, as mutually determined to be necessary. -- PwC US Tax will provide advice and/ or assistance with respect to matters involving the IRS or other tax authorities on an as-needed or as-requested basis. The firm will be paid as follows: a. 2023 Tax Compliance Engagement Letter: Partner $770 per hour Director $590 per hour Senior Manger $540 per hour Manager $470 per hour Senior Associate $360 per hour Associate $250 per hour b. Tax Restructuring SOW: Partner/Principal $950 to $1,050 per hour Director $800 to $900 per hour Senior Manger $700 to $750 per hour Manager $600 to $650 per hour Senior Associate $500 to $550 per hour Associate and Other Staff $350 to $450 per hour Prior to the Petition Date, the Debtors paid PwC US Tax pre-payments totaling $210,000, of which $125,964 remains as of the Petition Date to be applied against postpetition Tax Restructuring services as described in the Tax Restructuring SOW. c. Tax Consulting Engagement Letter: Partner $919 to $995 per hour IRS Controversy Specialist $1,200 per hour Senior Managing Director $799 per hour Director $743 per hour Senior Manger $707 per hour Manager $641 per hour Senior Associate $538 per hour Experienced Associate/Staff $395 per hour Associate/Staff $376 per hour Glenn Tallon, a partner at PwC US Tax LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Glenn Tallon PwC US Tax LLP 100 East Pratt Street, Suite 2600 Baltimore, MD 21202-1097 Tel: (410) 783-7600 Fax: (410) 783-7680 About Enviva Inc. Headquartered in Bethesda, Md., Enviva Inc. -- https://www.envivabiomass.com -- is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing it into a transportable form, wood pellets. Enviva exports its wood pellets to global markets through its deep-water marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. Enviva Inc. and certain affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024. In the petition signed by Glenn T. Nunziata, interim chief executive officer and chief financial officer, Enviva Inc. disclosed $2,893,581,000 in assets and $2,631,263,000 in liabilities. Judge Brian F. Kenney oversees the cases. The Debtors tapped Vinson & Elkins, LLP as general bankruptcy counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC as investment banker; Alvarez & Marsal Holdings, LLC as financial advisor; and Kurtzman Carson Consultants, LLC as notice and claims agent. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. ENVIVA INC: Hires Vinson & Elkins L.L.P. as Counsel --------------------------------------------------- Enviva Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Vinson & Elkins L.L.P. as counsel. The firm will provide these services: a. provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the operation of their businesses and the management of estate property; b. prepare on behalf of the Debtors all necessary motions, answers, orders, reports, and other legal papers in connection with the administration of their bankruptcy estates; c. take necessary action on behalf of the Debtors to obtain approval of a disclosure statement and confirmation of a Chapter 11 plan; d. advise the Debtors regarding tax matters; e. analyze proofs of claim filed against the Debtors and potential objections to such claims; f. analyze certain executory contracts and unexpired leases and potential assumptions, assignments, or rejections of such contracts and leases; g. represent the Debtors in connection with obtaining authority for debtor in possession financing and the continued use of cash collateral; h. advise the Debtors with respect to corporate and litigation matters as well as compliance with non-bankruptcy law; i. consult with the United States Trustee for the Eastern District of Virginia (the "U.S. Trustee"), the official committee of unsecured creditors appointed in the Chapter 11 cases (the "Committee"), any other committees appointed in these Chapter 11 cases, and all other creditors and parties in interest concerning the administration of these Chapter 11 cases; and j. provide representation and all other legal services required by the Debtors in discharging their duties as debtors in possession or otherwise in connection with these Chapter 11 cases. The firm will be paid at these rates: Attorneys $850 to $2,050 per hour Paraprofessionals $570 to $600 per hour The Debtors paid the firm $1,500,000 as an advance payment retainer pursuant to the terms of the Engagement Letter. During the 90-day period prior to the Petition Date, the Debtors paid the firm an advance payment retainers totaling $8,299,847.90. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm also provided following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes, the firm has agreed to a discount of its standard or customary billing arrangements for this engagement consistent with its historical fee arrangement with the Debtors. The firm will continue to apply the discount during the pendency of these Chapter 11 cases. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: The firm will use the same hourly rates for services rendered on behalf of the Debtors during the pendency of these Chapter 11 cases as it used during the 12 months prior to the Petition Date for matters unrelated to these Chapter 11 cases. In the 12 months preceding these Chapter 11 cases, V&E's hourly rates for services rendered on behalf of the Debtors ranged as follows: Partners $1,485 - $2,050; Counsel/Of Counsel $1,425 - $1,770; Associates $850 - $1,325; Paraprofessionals $570-$600. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, the Debtors have approved the firm's prospective budget and staffing plan for the period from March 12, 2024, through October 1, 2024. David S. Meyer, a partner at Vinson & Elkins LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David S. Meyer, Esq. Vinson & Elkins L.L.P. 1114 Avenue of the Americas 32nd Floor New York, NY 10036-7708 Tel: (212) 237-0000 Fax: (212) 237-0100 About Enviva Inc. Headquartered in Bethesda, Md., Enviva Inc. -- https://www.envivabiomass.com -- is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing it into a transportable form, wood pellets. Enviva exports its wood pellets to global markets through its deep-water marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. Enviva Inc. and certain affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024. In the petition signed by Glenn T. Nunziata, interim chief executive officer and chief financial officer, Enviva Inc. disclosed $2,893,581,000 in assets and $2,631,263,000 in liabilities. Judge Brian F. Kenney oversees the cases. The Debtors tapped Vinson & Elkins, LLP as general bankruptcy counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC as investment banker; Alvarez & Marsal Holdings, LLC as financial advisor; and Kurtzman Carson Consultants, LLC as notice and claims agent. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. ENVIVA INC: Seeks to Hire Alvarez & Marsal as Financial Advisor --------------------------------------------------------------- Enviva Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Alvarez & Marsal North America, LLC as financial advisor. The firm will render: (a) assistance in preparation and evaluation of the Debtors business plan and cash flow forecast; (b) assistance to the Debtors in the preparation of financial-related disclosures required by the Court, including the Debtors' Schedules of Assets and Liabilities, Statements of Financial Affairs and Monthly Operating Reports and SEC Reports; (c) advisory assistance executing accounts payable cutoff across internal system(s) and processes; (d) assistance in the identification and implementation of cost reduction and operations improvement opportunities; (e) assistance to the Debtors with information and analyses required pursuant to the Debtors' debtor-in-possession ("DIP") financing; (f) assistance with financial and liquidity forecasting and management, including, but not limited to the management of a 13-week cash flow and liquidity forecast; (g) assistance with the identification and implementation of short-term cash management procedures; (h) assistance in connection with the development and implementation of key employee compensation and other critical employee benefit programs; (i) assistance with the analysis related to assumption and rejection of executor contracts; (j) assistance in the preparation of information for distribution to creditors in response to information requests; (k) attendance at meetings and assistance in discussions with case constituents, as requested; (l) assistance with claims reconciliations and negotiations, as necessary; (m) assistance with fresh start accounting and various tax-related matters; (n) assistance in preparation of information and analysis in support of Debtors' plan of reorganization and disclosure statement; (o) assistance in the evaluation and analysis of avoidance actions; (p) to the extent applicable, provision of testimony, as necessary, with respect to matters on which A&M has been engaged, in any proceedings under the United States Bankruptcy Code, any similar judicial proceedings, or any related mediation, arbitration, or other process; and (q) provision other assistance as Debtors' management or counsel may deem necessary consistent with the role of a financial advisor to the extent that it would not be duplicative of services provided by other professionals in this proceeding. The firm will be paid at these rates: Managing Directors $1,075 to $1,525 per hour Directors $825 to $1,075 per hour Associates $625 to $825 per hour Analysts $425 to $625 per hour The firm received $935,000 as a retainer in connection with preparing for and conducting the filing of these Chapter 11 cases. In the 90 days prior to the Petition Date, the firm received retainers and payments totaling $15,871,182 in the aggregate for services performed for the Debtors. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Rajcevich, a managing director at Alvarez & Marsal North America, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark Rajcevich Alvarez & Marsal North America, LLC 540 West Madison Street Suite 1800 Chicago, IL 60661 Tel: (312) 601-4220 Fax: (312) 332-4599 About Enviva Inc. Headquartered in Bethesda, Md., Enviva Inc. -- https://www.envivabiomass.com -- is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing it into a transportable form, wood pellets. Enviva exports its wood pellets to global markets through its deep-water marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. Enviva Inc. and certain affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024. In the petition signed by Glenn T. Nunziata, interim chief executive officer and chief financial officer, Enviva Inc. disclosed $2,893,581,000 in assets and $2,631,263,000 in liabilities. Judge Brian F. Kenney oversees the cases. The Debtors tapped Vinson & Elkins, LLP as general bankruptcy counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC as investment banker; Alvarez & Marsal Holdings, LLC as financial advisor; and Kurtzman Carson Consultants, LLC as notice and claims agent. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. EPR INVESTMENTS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: EPR Investments, L.C. 4904 W. Waters Avenue Tampa, FL 33634 Business Description: The Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). The Debtor is the owner of a real property located at 4904 W. Waters Avenue, Tampa, Florida, 33634 valued at $17.2 million. Chapter 11 Petition Date: April 10, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01969 Judge: Hon. Catherine Peek Mcewen Debtor's Counsel: Robert Elgidely, Esq. FOX ROTHSCHILD LLP One Biscayne Tower 2 S. Biscayne Boulevard, Suite 2750 Miami, FL 33131 Tel: 305-442-6543 Email: relgidely@foxrothschild.com Total Assets: $17,200,000 Total Liabilities: $6,506,127 The petition was signed by Pamela Keris-Rubinson as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OJFIY4Y/EPR_INVESTMENTS_LC__flmbke-24-01969__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Three Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Cherry Bekaert Holland Accountant Fees $50,000 P.O. Box 25549 Richmond, VA 23261-5549 2. Pamela A. Keris-Rubinson Loan $50,000 700 Spottis Woode Lane Clearwater, FL 33756 3. Valley National Bank Loan $0 P.O. Box 17540 Clearwater, FL 33762-7540 ESCAPE VELOCITY: S&P Affirms 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating and its 'B' issue-level rating on information technology services and solutions provider Escape Velocity Holdings Inc.'s (Trace3) upsized first-lien term loan and upsized revolving credit facility. The '3' recovery rating (50%-70%; rounded estimate: 50%) is unchanged. The stable outlook reflects S&P's expectation that Trace3 will continue to expand its EBITDA and reduce its leverage below our 6.5x downgrade threshold for the current rating. Trace3 is raising a $225 million incremental first-lien term loan to finance a shareholder distribution. The company is also upsizing its asset-based lending (ABL) revolving credit facility by $50 million (to $150 million) to provide additional liquidity and financing for potential future acquisitions. Trace3's decision to pursue a debt-funded dividend recapitalization is aggressive, especially amid an uncertain economic and IT spending environment. Still, even under this environment--featuring constrained IT budgets, elongated sales cycles, and supply chain challenges--the company has performed well, including increasing its gross profit and generating almost $50 million of free operating cash flow (FOCF). S&P said, "The affirmation reflects our expectation that Trace3 will deleverage quickly following the transaction. With the incremental debt from the proposed transaction, we anticipate the company's S&P Global Ratings-adjusted debt leverage will increase to nearly 7.0x, from 5.3x as of Dec. 31, 2023, which exceeds our downgrade threshold at the current rating and leaves it with limited capacity for potential leveraging acquisitions over the near term. However, we believe this is temporary and expect Trace3 will deleverage to 6.5x in the next 9-12 months, supported by a steady rise in its revenue and EBITDA margin stemming from its increased proportion of higher-margin service revenue and improving operating leverage. This would also align with the deleveraging path the company demonstrated following its leveraged buyout (LBO) in 2021, when it reduced its leverage to 5.3x, from above 7.0x, over two years following the transaction despite significant industry-wide supply chain issues." Trace3's good cash flow generation also supports our deleveraging expectations. S&P forecasts the company will generate good FOCF in both 2024 and 2025, including FOCF to debt of about 5%-6% in both years. Trace3's minimal capital expenditure (capex) and modest annual working capital needs enable it to generate good FOCF, although its working capital usage is seasonal and can be lumpy. This is because the company generally receives most of the cash inflows from its working capital in the first quarter, which is typically followed by three quarters of negative working capital. There is some risk of further leveraging from potential future acquisitions. Trace3 employs an acquisitive growth strategy and has completed five acquisitions over the last six years. While it didn't use a significant amount of debt to fund most of its acquisitions, it is expanding the capacity of its undrawn revolving credit facility to $150 million to provide it with financing for future unspecified acquisitions. S&P said, "Considering its elevated leverage for the current rating, we believe the company has very little headroom at the rating to use its new facilities to fund near-term acquisitions at high multiples or for general corporate purposes that do not provide it with additional EBITDA. If it does undertake such a transaction, it would signal a more-aggressive financial policy that detracts from our deleveraging expectations." Despite the aggressive increase in its debt, the stable outlook on Trace3 reflects S&P's expectation that it will reduce its leverage to 6.5x in 2024 by expanding its EBITDA. Further, S&P expects the company will sustain FOCF to debt of more than 4% and EBITDA interest coverage in the high-1x area. S&P could consider downgrading Trace3 in the next 12 months if: -- A weak operating performance leads it to sustain leverage of more than 6.5x or FOCF to debt in the low-single-digit percent area or below. This would likely occur due to weaker demand from its customers or supply chain disruptions that reduce its margins; or -- The company pursues further debt-financed dividends or acquisitions without first reducing its leverage. S&P views an upgrade as unlikely over the next 12 months. That said, S&P could upgrade Trace3 if: -- It demonstrates sustained improvements in its organic revenue and EBITDA that reduce its leverage below 5x; and -- Management adopts a less-aggressive shareholder return strategy and commits to maintain leverage of below 5x. ETHEMA HEALTH: Delays Filing of 2023 Annual Report -------------------------------------------------- Ethema Health Corporation notified the U.S. Securities and Exchange Commission via Form 12b-25 that the Company is unable to file its Annual Report on Form 10-K for its fiscal year ended December 31, 2023 by the prescribed date without unreasonable effort or expense because the Company was unable to compile and review certain information required in order to permit the Company to file a timely and accurate report on the Company's financial condition. The Company believes that the Annual Report will be completed and filed within the 15-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About Ethema Health Headquartered in West Palm Beach, Florida, Ethema Health Corporation -- http://www.ethemahealth.com-- operates in the behavioral healthcare space specifically in the treatment of substance use disorders. At September 30, 2023, Ethema had a working capital deficiency of $6.9 million, and total liabilities in excess of assets in the amount of $5.5 million. Management believes that current available resources will not be sufficient to fund the Company's planned expenditures over the next 12 months, according to the Company's Quarterly Report for the three months ended Sept. 30, 2023. These factors, individually and collectively, indicate that a material uncertainty exists that raises substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of the condensed interim consolidated financial statements. EVANGELINE MASON: Hires Weinstein & St. Germain as Legal Counsel ---------------------------------------------------------------- Evangeline Mason Club Holding Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Weinstein & St. Germain, LLC as its counsel. The firm's services include: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; and (b) perform all legal services for the Debtor which may be necessary herein. The hourly rates of the firm's counsel and staff are as follows: Attorneys $400 Paralegals $140 In addition, the firm will seek reimbursement for expenses incurred. Tom St. Germain, Esq., an attorney at Weinstein & St. Germain, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tom St. Germain, Esq. Weinstein & St. Germain, LLC 1103 W. University Ave Lafayette, LA 70506 Telephone: (337) 235-4001 About Evangeline Mason Club Holding Corporation Evangeline Mason Club Holding Corporation filed Chapter 11 petition (Bankr. W.D. La. Case No. 24-50256) on Apr. 1, 2024, with up to $10 million in estimated assets and up to $500,000 in liabilities. Judge John W. Kolwe oversees the case. Tom St. Germain, Esq., at Weinstein & St. Germain, LLC represents the Debtor as legal counsel. FINTHRIVE SOFTWARE: Cliffwater Marks $20MM Loan at 35% Off ---------------------------------------------------------- The Cliffwater Corporate Lending Fund has marked its $20,000,00 loan extended to Finthrive Software Intermediate Holdings, Inc to market at $13,065,447 or 65% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a Second Lien Term Loan to Finthrive Software Intermediate Holdings, Inc. The loan accrues interest at a rate of 12.18% (SOFR+550) per annum. The loan matures on January 6, 2030. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FISKER INC: Taps Deutsche Bank, PJT Partners as Financial Advisors ------------------------------------------------------------------ Fisker Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company is continuing to evaluate strategic alternatives and has engaged Deutsche Bank and PJT Partners to act as its financial advisors in connection with such efforts. Alternatives may include in or out of court restructurings, capital markets transactions (subject to market conditions), repurchases, redemptions, exchanges or other refinancings of the Company's existing debt, the potential issuance of equity securities, the potential sale of assets and businesses and/or other strategic transactions and/or other measures. These alternatives involve significant uncertainties, potential significant delays, costs and other risks, and there can be no assurance that any of these alternatives will be available on acceptable terms, or at all, in the current market environment or in the foreseeable future. About Fisker Inc. California-based Fisker Inc. is revolutionizing the automotive industry by designing and developing individual mobility in alignment with nature. Passionately driven by a vision of a clean future for all, the company is on a mission to create the world's most sustainable and emotional electric vehicles. FLEETNURSE INC: Hires David Peter Crocker as Special Counsel ------------------------------------------------------------ Fleetnurse Inc. seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ David Peter Crocker, a legal professional from Portland, Maine as special counsel. The Debtor needs Mr. Crocker's legal assistance in the areas of software development and licensing and associated intellectual property issues, general contract review, negotiations, and other special assigned projects. He will be paid at the rate of $375 per hour, plus reasonable out-of-pocket expenses incurred. Mr. Crocker disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Crocker can be reached at: David Peter Crocker 37 Ice Pond Drive Portland, ME 04103-4717 Tel: (207) 879-0708 Fax: (207) 200-6479 About Fleetnurse Inc. FleetNurse, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 24-60405) on February 23, 2024, listing in both assets and liabilities. The petition was signed by Israel Angeles as CEO. JudgeThomas M. Renn presides over the case. Nicholas J. Henderson, Esq. at ELEVATE LAW GROUP represents the Debtor as counsel. FORZA PIPELINE: Seeks to Hire McWhorter Cobb & Johnson as Counsel ----------------------------------------------------------------- Forza Pipeline Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ McWhorter, Cobb, & Johnson, LLP as its counsel. The firm will render these services: (a) prepare legal papers; (b) counsel the Debtor regarding the preparation of operating reports, motions for use of cash collateral, and development of a Chapter 11 Plan of Reorganization; (c) advise the Debtor concerning questions arising in the conduct of the administration of the estate concerning its rights and remedies with regard to the estate's assets, and the claims of secured, preferred, and unsecured creditors and other parties in interest; and (d) assist the Debtor with any and all sales of assets, closings, such sales, and distributions to creditors. The firm received an initial retainer fee of $50,000 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Partners $375 Associates $200 In addition, the firm will seek reimbursement for expenses incurred. Todd Johnston, Esq., disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Todd J. Johnston, Esq. McWhorter, Cobb & Johnson, LLP 1722 Broadway Lubbock, TX 79401 Telephone: (806) 762-0214 Facsimile: (806) 762-8014 Email: tjohnston@mcjllp.com About Forza Pipeline Services Forza Pipeline Services, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-70030) on Mar. 20, 2024. In the petition signed by Doug Onstead, vice president, the Debtor disclosed up to $10 million in both estimated assets and liabilities. Judge Shad Robinson oversees the case. Todd J. Johnston, Esq., at McWhorter, Cobb & Johnson, LLP serves as the Debtor's counsel. FTX TRADING: Examiner Taps Patterson Belknap as Legal Counsel ------------------------------------------------------------- Robert Cleary, the examiner appointed in the Chapter 11 cases of FTX Trading Ltd. and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Patterson Belknap Webb & Tyler LLP as his counsel. The firm will render these services: (a) represent and assist the examiner in the discharge of his duties and responsibilities pursuant to the Examination Scope Order, other orders of this court, and applicable law; (b) assist him in preparing reports; (c) represent him in the preparation of legal documents necessary to discharge his duties as examiner; (d) represent him at hearings and other proceedings before this court (or any other court if necessary); (e) analyze and advise him regarding any legal issues that arise in connection with the discharge of his duties as examiner; (f) assist him with interviews, examinations, and the review of documents and other materials in connection with his investigation; (g) perform all other necessary legal services on behalf of the examiner in connection with these Chapter 11 cases; and (h) assist him in undertaking any additional tasks or duties that the court might direct or that he might determine are necessary and appropriate in his role as examiner. The hourly rates of the firm's counsel and staff are as follows: Partners $1,440 - $2,115 Of Counsel $1,345 - $2,310 Counsel $1,415 - $1,545 Associates $795 - $1,410 Staff Attorneys $650 - $855 Practice Area Attorney $710 - $1,175 Trial Specialist $640 Paralegals $370 - $650 Project Assistant $230 Practice Support $440 - $785 In addition, the firm will seek reimbursement for expenses incurred. Daniel Lowenthal, Esq., a partner at Patterson Belknap Webb & Tyler, also provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement? Answer: Patterson Belknap did not agree to any variations from, or alternative to, its standard or customary billing arrangements for this engagement. Question: Do any of your professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: None of the professionals or paraprofessionals included in this engagement vary their rate based on the geographic location of the bankruptcy case. Question: If you represented the client in the twelve months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and reasons for the difference. Answer: Patterson Belknap did not represent the examiner in the 12 months prepetition. Question: Has your client approved your respective budget and staffing plan, and if so, for what budget period? Answer: The Examination Scope Order sets forth the appropriate scope of the examiner's role in these Chapter 11 cases. Pursuant to the Examination Scope Order, the budget for the initial phase of the examiner's investigation is $1,600,000, assuming no impediments to or delays in the examiner gaining access to all relevant information. Patterson Belknap will work with the examiner to appropriately staff the investigation so that it will not exceed that budget. The scope, cost, degree, and duration of any subsequent phase of examination is subject to further court approval. Mr. Lowenthal disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel A. Lowenthal, Esq. Kimberly A. Black, Esq. Patterson Belknap Webb & Tyler, LLP 1133 Avenue of the Americas New York, NY 10036-6710 Telephone: (212) 336-2000 Facsimile: (212) 336-2222 Email: dalowenthal@pbwt.com kblack@pbwt.com About FTX FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (doing business as FTX.com), West Realm Shires Services Inc. (doing business as FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. More entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims and noticing agent. The official committee of unsecured creditors tapped Paul Hastings, LLP as bankruptcy counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as the investment banker. Young Conaway Stargatt & Taylor, LLP is the committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. Robert J. Cleary was appointed as examiner in these Chapter 11 cases. He tapped Patterson Belknap Webb & Tyler LLP as his counsel. FYE SPORTS: Case Summary & 14 Unsecured Creditors ------------------------------------------------- Debtor: FYE Sports Cards LLC 5509 Colleyville Blvd. Colleyville, TX 76034 Business Description: The Debtor is a sports card store in Colleyville, Texas. Chapter 11 Petition Date: April 10, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-31613 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Susan Tran Adams, Esq. TRAN SINGH, LLP 2502 La Branch St. Houston TX 77004 Email: stran@ts-llp.com Total Assets: $58,561 Total Liabilities: $1,783,388 The petition was signed by David Michael Fye 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/JC5OOJI/FYE_Sports_Cards_LLC__txsbke-24-31613__0001.0.pdf?mcid=tGE4TAMA FYI OPTICAL: Cliffwater Marks CAD36.7MM Loan at 28% Off ------------------------------------------------------- The Cliffwater Corporate Lending Fund has marked its CAD36,758,217 loan extended to FYI Optical Acquisitions, Inc. and FYI USA Inc to market at CAD26,317,940 or 72% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR report for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loan-Delayed Draw to FYI Optical Acquisitions, Inc. and FYI USA Inc. The loan accrues interest at a rate of 11.25% (CDOR+575) per annum. The loan matures on March 4, 2027. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 GAMIDA CELL: Inks Restructuring Support Agreement With Highbridge ----------------------------------------------------------------- Gamida Cell Ltd. announced that it has entered into a Restructuring Support Agreement with certain funds managed by Highbridge Capital Management, LLC, the Company's principal lender. The transaction is anticipated to provide Gamida Cell with a long-term financial runway and support the ongoing commercialization of Omisirge (omidubicel-onlv) and is expected to be completed through a voluntary Israeli restructuring proceeding. "In March 2023, Gamida Cell embarked on an extensive strategic process to address its capital structure and liquidity constraints by partnering Omisirge with a third party," said Abbey Jenkins, President and Chief Executive Officer of Gamida Cell. "Unfortunately, that process did not yield any actionable alternatives. This restructuring will enable Gamida Cell to remain as a going concern and will support our ongoing efforts to make Omisirge available to more transplant centers and their patients as a potentially lifesaving donor source option." Contemplated under the terms of the RSA, and upon closing: -- Highbridge will convert $75 million of its existing unsecured convertible senior note into equity in the Company -- The Company will receive $30 million of new capital from Highbridge on the effective date of the restructuring. This capital infusion, along with additional capital expected to be invested by Highbridge following the Company's emergence, should position the Company to meet its goals around the commercialization of Omisirge -- Gamida Cell will become a private company, wholly owned by Highbridge, and the Company's outstanding ordinary shares are expected to be canceled -- The newly reorganized Gamida Cell will issue contingent value rights with a potential aggregate maximum value of $27.5 million to holders of Gamida Cell's ordinary shares, subject to the achievement of certain revenue and regulatory milestones within specified time frames "Despite Gamida Cell's financial struggles, we believe in the potential of Omisirge to fulfill an important unmet need in stem cell transplant," said Jonathan Segal, Co-Chief Investment Officer at Highbridge Capital Management. "Subject to an approved budget from the Company's new board of directors, we intend to provide the Company with additional capital to fund this potentially life-saving therapy. We are hopeful that our continued support of the Company will allow Omisirge to be available for those who need it." The Company expects the transaction to close in the second quarter following approval by the Israeli court. Moelis & Company LLC is serving as financial advisor, Cooley LLP is serving as U.S. legal counsel, and Meitar | Law Offices is serving as Israeli legal counsel to Gamida Cell. King & Spalding LLP is serving as U.S. legal counsel and Herzog Fox & Neeman is serving as Israeli legal counsel to Highbridge. About Gamida Cell Boston, MA-based Gamida Cell Ltd. is a cell therapy pioneer working to turn cells into powerful therapeutics. The Company applies a proprietary expansion platform leveraging the properties of nicotinamide, or NAM, to allogeneic cell sources including umbilical cord blood-derived cells and natural killer, or NK, cells to create cell therapy candidates, with the potential to redefine standards of care. Tel-Aviv, Israel-based Kost Forer Gabbay & Kasierer, the Company's auditor, issued a "going concern" qualification in its report dated March 27, 2024, citing that the Company has suffered recurring losses from operations, has negative cash flows from operating activities, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. GIZMO BREW: Hires Buckmiller Boyette & Frost as Counsel ------------------------------------------------------- Gizmo Brew Works, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Buckmiller, Boyette & Frost, PLLC as counsel. The firm will represent and assist the Debtor in connection with the bankruptcy case, as well as the performance of its duties and responsibilities as a Debtor-in-Possession under the provisions of Chapter 11 of the Bankruptcy Code, and will advise and represent the estate and its interests generally throughout the administration of the Bankruptcy Case. The hourly rates of the firm are: Matthew W. Buckmiller $375 per hour Joseph Z. Frost $350 per hour Blake Y. Boyette $350 per hour Paralegals, Law Clerks, & Staff $65 to $160 per hour The firm will be paid a retainer in the amount of $11,738. Buckmiller, Boyette & Frost will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph Z. Frost, Esq., a partner at Buckmiller, Boyette & Frost, PLL, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph Z. Frost, Esq. Buckmiller, Boyette & Frost, PLLC 4700 Six Forks Road, Suite 150 Raleigh, NC 27609 Tel: (919) 296-5040 Fax: (919) 977-7101 Email: jfrost@bbflawfirm.com About Gizmo Brew Works, LLC Gizmo Brew Works, LLC owns and operates a craft brewery and three taproom locations. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr E.D. N.C. Case No. 24-00796) on March 8, 2024. In the petition signed by its chief executive officer Bryan Williams, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost PLLC, represents the Debtor as legal counsel. GOLDIES ENTERPRISES: Hires Sayles & Associates as Counsel --------------------------------------------------------- Goldies Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Sayles & Associates as counsel. The firm will provide these services: a. advise the Debtor of its rights, powers and duties as debtor-in-possession in continuing to operate and manage its assets; b. advise the Debtor concerning, and assisting in the negotiation and documentation of the use of cash collateral and financing, debt restructuring and related transactions; c. review the nature and validity of agreements relating to the Debtor's businesses and advise the Debtor in connection therewith; d. review the nature and validity of liens, if any, asserted against the Debtor and advise as to the enforceability of such liens; e. advise the Debtor concerning the action it might take to collect and recover property for the benefit of their assets; f. prepare on the Debtor's behalf all necessary and appropriate applications, motions, pleadings, orders, notices, petitions, schedules, and other documents, and review all financial and other reports to be filled in the Debtor's Chapter 11 case; g. advise the Debtor concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers which may be filed in the Debtor's Chapter 11 case; h. counsel the Debtor in connection with formulation, negotiation, and promulgation of a plan of reorganization and related documents; and i. perform all other legal services for and on behalf of the Debtor, which may be necessary or appropriate in the administration of its Chapter 11 case. The firm will be paid at these rates: Counsel $375 per hour Paralegals $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael D. Sayles, Esq., a partner at Sayles & Associates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael D. Sayles, Esq. Sayles & Associates 427 W Cheltenham Ave. Elkins Park, PA 19027 Tel: (215) 635-2270 About Goldies Enterprises, LLC Goldies Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 24-10863) on March 15, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by SAYLES & ASSOCIATES. GROM SOCIAL: Delays Filing of 2023 Annual Report ------------------------------------------------ Grom Social Enterprises Inc. notified the U.S. Securities and Exchange Commission via Form 12b-25 that the Company is unable to file its Annual Report on Form 10-K for the year ended December 31, 2023 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 Grom Social Enterprises Inc. Boca Raton, Florida-based Grom Social Enterprises, Inc. -- www.gromsocial.com -- is a media, technology and entertainment company that focuses on (i) delivering content to children under the age of 13 years in a safe secure platform that is compliant with the Children's Online Privacy Protection Act ("COPPA") and can be monitored by parents or guardians, (ii) creating, acquiring, and developing the commercial potential of Kids & Family entertainment properties and associated business opportunities, (iii) providing world class animation services, and (iv) offering protective web filtering solutions to block unwanted or inappropriate content. Grom Social reported a net loss of $16.77 million for the year ended Dec. 31, 2022, compared to a net loss of $10.22 million for the year ended Dec. 31, 2021. Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company's significant operating losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. GROM SOCIAL: Sells $650K Convertible Note to Generating Alpha ------------------------------------------------------------- Grom Social Enterprises, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 1, 2024, it entered into a Securities Purchase Agreement with Generating Alpha Ltd., a Saint Kitts and Nevis Corporation, pursuant to which the Company has agreed to sell a convertible promissory note of the Company, having an initial principal amount of $650,000, for a price of $520,000. In connection with the purchase and sale of the Note, the Company has agreed to issue to the Investor a common stock purchase warrant to acquire a total of 962,962 shares of the Company's common stock, par value $0.001 per share. The Transactions closed on April 4, 2024. EF Hutton LLC is acting as placement agent for the financing. Transactions Pending Shareholder Approval The Transactions are subject to shareholder approval. Pursuant to the SPA, the Company has agreed to secure the Shareholder Approval for the SPA and the Transactions at a special meeting or via a written consent in lieu of a meeting. Concurrently with the execution of the SPA, the Company delivered to the Investor a fully executed copy of a voting agreement, wherein certain shareholders of the Company have agreed to vote certain securities of the Company held by them as set forth therein. Note Terms The Note in the aggregate principal amount of $650,000 has one year maturity with an interest at 12 percent per calendar year and carries a 20 percent of original issue discount. The Note is convertible at the discretion of the Investor into Common Stock at a price of $0.87. The Investor may choose the alternate conversion price equal to 80% of the lowest trading price during the previous 40 trading day period ending on the latest complete trading day prior to notice of conversion. The conversion Price is subject to full ratchet anti-dilution protections in the event that the Company issues any Common Stock at a per share price lower than the conversion price then in effect, provided, however, that the Investor shall have the sole discretion in deciding whether to utilize such Dilutive Price instead of the conversion price otherwise in effect at the time of the respective conversion. In the event of an Event of Default (as described in the Note), the conversion price shall be equal to 70 percent multiplied by the lower of (i) the lowest intraday trading price in the 40 trading days prior to the applicable conversion date or (ii) the lowest closing bid price in the 40 trading days prior to the applicable conversion date. Warrant Terms The Warrant to be issued shall be for 962,962 shares of Common Stock and shall have an exercise price of $0.001 per share of Common Stock. Registration Rights Pursuant to the registration rights agreement entered into in connection with the SPA, the Company is required to file a registration statement with the SEC within 30 days after closing and to have such Registration Statement declared effective within 60 days following the closing, provided, however, that in the event the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the effectiveness date as to such Registration Statement shall be the fifth trading day following the date on which the Company is so notified if such date precedes the dates otherwise required above. About Grom Social Enterprises Inc. Boca Raton, Florida-based Grom Social Enterprises, Inc. -- www.gromsocial.com -- is a media, technology and entertainment company that focuses on (i) delivering content to children under the age of 13 years in a safe secure platform that is compliant with the Children's Online Privacy Protection Act ("COPPA") and can be monitored by parents or guardians, (ii) creating, acquiring, and developing the commercial potential of Kids & Family entertainment properties and associated business opportunities, (iii) providing world class animation services, and (iv) offering protective web filtering solutions to block unwanted or inappropriate content. Grom Social reported a net loss of $16.77 million for the year ended Dec. 31, 2022, compared to a net loss of $10.22 million for the year ended Dec. 31, 2021. Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company's significant operating losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. GROWLIFE INC: Delays Filing of 2023 Annual Report ------------------------------------------------- GrowLife, Inc. notified the U.S. Securities and Exchange Commission via Form 12b-25 that the Company is unable to file its Annual Report on Form 10-K for the year ended December 31, 2023 by the prescribed due date, without unreasonable effort or expense. Specifically, the Company's receipt of information from certain third parties related to the completion of its audit has been delayed. 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 GrowLife Founded in 2012, GrowLife, Inc. (PHOT) -- http://www.shopgrowlife.com/-- is the owner of Bridgetown Mushrooms, acting as its parent Company. Founded in 2018 in Portland Oregon, Bridgetown Mushrooms grows a variety of functional and gourmet mushrooms which are in turn sold through multiple commercial and consumer sales channels. The company also develops and markets mushroom based products nationwide as well as manufactures and sells Mycology supplies to meet the demand for commercial mushroom farmers across the United States. GrowLife reported a net loss of $4.48 million for the year ended Dec. 31, 2022, compared to a net loss of $5.47 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $254,208 in total assets, $8.66 million in total current liabilities, and a total stockholders' deficit of $8.41 million. Irvine, CA-based Macias Gini & O'Connell LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated June 13, 2023, citing that the Company has suffered recurring losses from operations, incurred negative cash flows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. HERC HOLDINGS: S&P Raises ICR to 'BB' on Continued Revenue Growth ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based equipment rental company HERC Holdings Inc. and subsidiary HERC Rentals Inc. to 'BB' from 'BB-'. At the same time, S&P raised its rating on the company's senior unsecured notes to 'BB-' from 'B+'. The '5' recovery rating (rounded estimate: 20%) on these notes is unchanged. The stable outlook reflects S&P's view that Herc will continue to grow its revenues and earnings amid continued favorable industry conditions and operate with S&P Global Ratings-adjusted leverage of 2x-3x over the next 12 months. S&P said, "We expect continued revenue growth in the next 12 months. Herc's total revenues grew almost 20% in 2023 due to higher equipment rentals and sales of used equipment. Equipment rentals grew by 12% (most of the growth was organic) as the result of higher pricing and a higher amount of fleet on rent. In 2024, we expect rental revenues will continue growing as rental rates continue to increase with inflation, construction and industrial activity expands, and the company grows its fleet through organic and inorganic investments. We expect used equipment sales to decline from record 2023 levels because the new equipment is more readily available in the market. "We believe the U.S. equipment rental industry is poised for continued growth this year. We anticipate that large, multiyear investments in domestic infrastructure, manufacturing, and energy transition (including projects funded by the Infrastructure Bill, CHIPS and Science Act, and Inflation Reduction Act) will support equipment rental demand over the next couple of years. We expect larger industry players, such as Herc, will benefit from their ability to win large projects, particularly those associated with its large, national accounts, that require a sizable and diverse fleet. "The company's Cinelease business underperformed in 2023, and we assume the company will sell this business in 2024. Throughout 2023, the company's Cinelease business, which provides lighting and grip equipment rentals to the film and studio entertainment industry and historically comprised 5% of revenue, has faced challenging conditions. Specifically, the writers and actors strike caused a pause in demand, which shrunk Cinelease's revenues by about two-thirds in 2023. Furthermore, this specialty business requires significant investment to remain competitive. Herc has therefore listed the assets of Cinelease as held for sale, and we expect it will complete a sale of the business in 2024. We believe Herc will use the net proceeds from the transaction to reduce outstanding borrowings under its asset-based lending (ABL) revolving credit facility. If the company sells Cinelease, we assume it will weigh its capital investment and store openings toward specialty rental (which typically has a higher margin) with the aim of restoring its proportion of specialty and general equipment rental fleet to about 25% and 75%, respectively. "We expect the company will generate positive S&P Global Ratings-adjusted free operating cash flow (FOCF) over the next 12 months. Herc's S&P Global Ratings-adjusted FOCF was roughly flat in 2023. We forecast higher earnings and modestly lower net capital investments in 2024 will result in about $100 million-$200 million of free cash flow generation. However, rental capital expenditures are largely discretionary in the near term, and higher-than-expected capital investments will reduce free cash flow generation. Conversely, while we do not foresee an industry downturn in the next one to two years, Herc's moderate fleet age of 45 months as of Dec. 31, 2023 (down from 48 months a year ago) allows the company to pull back on capital expenditures during softer economic periods to generate good FOCF and reduce its debt. "Supply chain constraints have eased, and we expect Herc will be able to be more nimble in its capital expenditure (capex) decisions. Overall supply chain challenges and constraints from original equipment manufacturers (OEMs) have eased in most of Herc's equipment rental categories. Therefore, we expect the company's cadence of gross capital expenditures will normalize in 2024 to more typical seasonal buying patterns. In addition, given relatively shorter lead times for new equipment, the company has more flexibility to quickly adjust its capital investment decisions to match demand expectations. For instance, if a larger-than-expected number of projects become active, we believe Herc would ramp up its capital expenditures to take advantage of this surge in activity. "We expect the company will maintain S&P Global Ratings-adjusted leverage in the 2x-3x area during favorable market conditions. This level of leverage provides the company cushion to weather a cyclical downturn, which we believe could cause leverage to deteriorate by about 1x. The company is currently operating at the midpoint of its targeted 2x-3x net leverage range, which roughly translates to 2.5x-3.5x on an S&P Global Ratings-adjusted basis. While more acquisitions than expected could temporarily push leverage higher, we expect the company will generally remain within its target range through the business cycle. "The stable outlook reflects our view that Herc will continue to grow its revenues and earnings amid continued favorable industry conditions and operate with leverage of 2x-3x on an S&P Global Ratings-adjusted basis over the next 12 months. This level of leverage provides the company cushion to weather a cyclical downturn (which we believe could cause leverage to deteriorate by 1x.)" S&P could lower the ratings if the company's S&P Global Ratings-adjusted leverage increases and remains above 4x, which could happen if: -- The company experiences a significant decline in end-market demand, or its competitive advantages erodes because of loss of market share that leads to profitability deterioration; or -- It undertakes large debt-funded shareholder returns or acquisitions. S&P could raise the ratings if: -- Herc reduces its S&P Global Ratings-adjusted debt to EBITDA to below 2x, which would provide a sufficient cushion to withstand earnings volatility through an economic cycle; or -- It continues to grow its scale such that it can generate consistently positive FOCF after net capital expenditures. HIGH WIRE: Delays Filing of 2023 Annual Report ---------------------------------------------- High Wire Networks, Inc. notified the U.S. Securities and Exchange Commission via Form 12b-25 regarding the late filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. According to the Company, the compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant period, including, without limitation, the financial statements to be included therein, has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the Company. The Company undertakes the responsibility to file, and anticipates that it will file, the Form 10-K no later than fifteen days after its original prescribed due date. About High Wire High Wire Network Solutions, Inc. is a global provider of managed cybersecurity, managed networks, and tech enabled professional services delivered exclusively through a channel sales model. The Company's Overwatch managed security platform-as-a-service offers organizations end-to-end protection for networks, data, endpoints and users via multiyear recurring revenue contracts in this fast-growing technology segment. HWN has continuously operated under the High Wire Networks brand for 23 years. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital, which creates substantial doubt about its ability to continue as a going concern. HIGHLAND CAPITAL: Court Tosses $240,000 Sanction vs. Ex-CEO ----------------------------------------------------------- Mike Vilensky of Bloomberg Law reports that Highland Capital Management LP's former chief executive's $240,000 bankruptcy court sanction was vacated Thursday, April 4, 2024, after a divided federal appeals court said the bankruptcy court exceeded its authority. The sanction against James Dondero stemmed from the bankruptcy court's finding that Dondero violated an order not to sue the company's current CEO outside bankruptcy court. While the bankruptcy court could fine Dondero to compensate Highland for the costs of litigating a motion filed in district court against the current CEO, the nearly $240,000 fine went beyond those costs, the Fifth Circuit said. About Highland Capital Management Highland Capital Management, LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. Jernigan is the case judge. At the time of the filing, Highland had between $100 million and $500 million in both assets and liabilities. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Foley & Lardner LLP as special Texas counsel, and Teneo Capital, LLC as litigation advisor. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. The U.S. Trustee for Region 6 appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP and Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, and FTI Consulting, Inc. as financial advisor. HVP FOODS: Hires Gilberto Cardona Hernandez as Accountant --------------------------------------------------------- HVP Foods, Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Gilberto Cardona Hernandez as accountant. Gilberto Cardona Hernandez will provide accounting services to the Debtor in relation to its Chapter 11 case. The firm will be paid $1,000 per month, plus reasonable out-of-pocket expenses incurred. Gilberto Cardona Hernandez disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gilberto Cardona Hernandez PO Box 366526 San Juan, PR 00936 Aguada, PR 00602 Tel: (787) 453-3678 Email: gilcardonacpa@gmail.com About HVP Foods, Corp. HVP Foods Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-00878) on March 5, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Juan Carlos Bigas Valedon, Esq., at Juan C Bigas Law Office represents the Debtor as counsel. ICR GROUP: Seeks to Hire Spence Law Office as Bankruptcy Counsel ---------------------------------------------------------------- ICR Group LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Spence Law Office, PC as its attorney. The firm's services include: (a) advise the Debtor with respect to its powers and responsibility in the continued management of its property; (b) attend creditors' meetings and Section 341 hearings; (c) negotiate with creditors of the Debtor in formulating a Chapter 11 plan of reorganization and take the necessary legal steps in order to institute a plan of reorganization; (d) aid the Debtor in the preparation and drafting of disclosure statement; (e) prepare legal papers; (f) appear before the U.S. Bankruptcy Court and represent the Debtor in all matters pending before the said court; and (g) perform all legal services that may be necessary and appropriate. The firm will be paid at these hourly rates: Members $495 Associates/Of Counsel $325 - $495 Paralegals $125 Prior to the filing date, the firm received a retainer in the amount of $25,000. Robert Spence, Esq., principal at Spence Law Office, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert J. Spence, Esq. Spence Law Office, P.C. 55 Lumber Road, Suite 5 Roslyn, NY 11576 Tel: (516) 336-2060 Fax: (516) 605-2084 Email: rspence@spencelawpc.com About ICR Group ICR Group, LLC is a company in Brooklyn, N.Y., primarily engaged in rental and leasing vehicles. ICR Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-40151) on January 11, 2024, with $1,491,000 in assets and $2,248,805 in liabilities. Isaac Birnhack, managing member of AEZ Rent A Car LLC, sole member of ICR Group, signed the petition. Judge Jil Mazer-Marino oversees the case. Robert J. Spence, Esq., at Spence Law Office, PC represents the Debtor as bankruptcy counsel. INGENOVIS HEALTH: Moody's Alters Outlook on 'B2' CFR to Negative ---------------------------------------------------------------- Moody's Ratings affirmed the ratings of Ingenovis Health, Inc.'s including the B2 corporate family rating, and B2-PD probability of default rating, and B2 ratings on the senior secured bank credit facilities. Moody's revised the outlook to negative from stable. The change in outlook to negative reflects the company's deteriorating credit metrics. Ingenovis' revenue is declining due to lower demand in the nurse staffing industry and Moody's expects financial leverage to rise to over 6.0x through the end of 2024. The affirmation of the B2 CFR reflects Moody's forecasts that the company's credit metrics will begin to improve through 2025 with Debt-to-EBITDA decreasing to 6.0x. This forecast is contingent on a stabilization of the nurse staffing industry, which would presumably lead to a modest increase in demand and an increase in bill rates. Additionally, Ingenovis will continue to benefit from its cost-cutting measures including headcount reductions that will enhance margins. Ingenovis also maintains good liquidity, driven by the company's cash of $229 million as of September 30, 2023, which helps manage any operational issues during its return to stability. RATINGS RATIONALE Ingenovis' B2 CFR is constrained by: (1) rising financial leverage and deteriorating credit metrics due to lower demand; (2) the cyclical nature of demand for travel nurses and rapid response staffing; and (3) financial policy risks such as debt funded acquisitions or distributions to private owners Cornell and Trilantic Capital Partners. The company benefits from: (1) a solid market position within a fragmented traveling nurse industry; (2) strong customer and geographic diversification; (3) good long-term growth prospects supported by favorable industry trends including nursing shortages and an aging population requiring more frequent medical attention; and (4) good liquidity. Ingenovis has good liquidity. As of September 2023, sources totaled about $265 million, consisting $229 million of cash, full availability under a $85 million committed revolving credit facility (expiring 2026). Moody's expects the company will have negative free cash flow in 2024 following weaker demand and deteriorating credit metrics that will continue over the next year. The secured revolver is subject to a springing first lien net leverage covenant of 7.5x when more than 35% drawn. Although Moody's does not expect Ingenovis to rely on the facility, the company would have a comfortable cushion if triggered. The company has limited capacity to sell assets to raise cash. Ingenovis' first lien facilities (revolver due 2026 and term loan due 2028) are rated B2, at the same level as the CFR, given that they represent the preponderance of liabilities in the capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Ingenovis manages its growth while continuing to generate solid free cash flow. An upgrade would also be supported by the company maintaining debt/EBITDA below 5.0x. The ratings could be downgraded if Ingenovis' operating performance deteriorates beyond Moody's forecasts. Additionally, the ratings could be downgraded if Moody's expects debt/EBITDA to be sustained above 6.0x or if the company's liquidity erodes. Ingenovis Health is an Ohio based temporary healthcare staffing agency providing nurses on assignments to hospitals and medical centers, including both traditional and fast response staffing, across the US. The company also supplies nurses during strikes and provides interventional cardiologists for rural and remote hospitals. Ingenovis is majority owned by Cornell and Trilantic Capital Partners (the Investor Group). The principal methodology used in these ratings was Business and Consumer Services published in November 2021. INTELLIPHARMACEUTICS: Delays Filing of 2023 Annual Report --------------------------------------------------------- Intellipharmaceutics International Inc. disclosed via Form 12b-25 filed with the Securities and Exchange Commission that it was unable to file its Annual Report on Form 20-F for the year ended Nov. 30, 2023 within the prescribed time period and it is not expected that it will be able to make that filing within the fifteen-day extension permitted by the rules of the Securities and Exchange Commission. The Company is unable to perform the audit of the year-end financial statements that is required to be included in the Form 20-F. At this time the Company is not sure when it will file the Form 20-F. "We are required by Part IV, Item (3) of Form 12b-25 to provide as part of this filing an explanation regarding whether the results of operations we expect to report for the year ended November 30, 2023 will reflect significant changes from our results of operations for the year November 30, 2022. Because we have not completed our financial statements, we are unable to provide a reasonable estimate of our results of operations for the year ended November 30, 2023. Accordingly, we cannot at this time estimate what significant changes will be reflected in our results of operations for the year ended November 30, 2023 compared to our results of operations for November 30, 2022," said Intellipharmaceutics in the SEC filing. About Intellipharmaceutics Intellipharmaceutics International Inc. is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. The Company's patented Hypermatrix technology is a multidimensional controlled-release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology platform, the Company has developed several drug delivery systems and a pipeline of products (some of which have received FDA approval) and product candidates in various stages of development, including ANDAs filed with the FDA (and one ANDS filed with Health Canada) and one NDA filing, in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract ("GIT"), diabetes and pain. Intellipharmaceutics reported a net loss and comprehensive loss of $2.89 million for the year ended Nov. 30, 2022, compared to a net loss and comprehensive loss of $5.14 million for the year ended Dec. 31, 2021. As of Aug. 31, 2023, the Company had $1.56 million in total assets, $14.44 million in total liabilities, and a total shareholders' deficiency of $12.87 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 5, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. IRON SPRINGS: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Iron Springs Development, LLC 20525 Iron Springs Road Los Gatos, CA 95030 Chapter 11 Petition Date: April 9, 2024 Court: United States Bankruptcy Court Northern District of California Case No.: 24-50504 Judge: Hon. M. Elaine Hammond Debtor's Counsel: Stanley A. Zlotoff, Esq. STANLEY Z. ZLOTOFF 300 South First Street Suite 215 San Jose, CA 95113 Tel: (408) 287-5087 Fax: (408) 287-7645 E-mail: zlotofflaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Saul Flores as managing member. The Debtor indicated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZZ3ZBII/Iron_Springs_Development_LLC__canbke-24-50504__0001.0.pdf?mcid=tGE4TAMA JACON LLC: Wins Cash Collateral Access Thru May 31 -------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota authorized Jacon LLC to continue using cash collateral in which Platinum Bank and the U.S. Small Business Administration have an interest through May 31, 2024. As previously reported by the Troubled Company Reporter, Platinum Bank - UCC Financing Statement filed on May 18, 2016, June 14, 2021, September 24, 2021, and April 29, 2022, Filing Numbers: 888850700027, 1239693100023, 1258171100020 and 1311732400020, with the Minnesota Secretary of State securing a lien on all assets of the Debtor, including cash and receivables. The Debtor owes approximately $565,174. United States Small Business Administration - UCC Financing Statement filed on May 23, 2020, Filing Number: 1160408103162, with the Minnesota Secretary of State securing a lien on all assets of the Debtor, including cash and receivables. The Debtor owes approximately $3.299 million. The court said the Debtor is permitted to pay as adequate protection payments to Platinum Bank in the amount of $20,000 by the first of each month. As adequate protection, Platinum Bank is granted replacement liens, to the extent of the Debtor's use of cash collateral, in post-petition inventory, accounts, equipment, and general intangibles, with such lien being of the same priority, dignity, and effect as their respective pre-petition liens. However, such replacement liens will exclude all causes of action under Chapter 5 of Title 11 of the United States Code. The Debtor will also carry insurance on its assets. A copy of the order is available at https://urlcurt.com/u?l=icSLDa from PacerMonitor.com. About Jacon LLC Jacon LLC is a demolition, excavating, and utilities contractor in the St. Paul/Minneapolis area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 23-31873) on September 12, 2023. In the petition signed by Jason Jacobsen, president, the Debtor disclosed up to $10 million in both assets and liabilities. William J. Fisher oversees the case. John D. Lamey III, Esq., at Lamey Law Firm, P.A., represents the Debtor as legal counsel. JAGUAR HEALTH: Issues 3.67M Shares Under 2014 Stock Incentive Plan ------------------------------------------------------------------ Jaguar Health, Inc. filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission relating to 3,670,662 shares of its common stock, par value $0.0001 per share, issuable to eligible employees, consultants, and non-employee directors of the Company under the Company's 2014 Stock Incentive Plan, as amended and restated through May 14, 2023, which Common Stock is in addition to (a) the 1 share of Common Stock, (b) the 7 shares of Common Stock, (c) the 28 shares of Common Stock, (d) the 3 shares of Common Stock, (e) the 20,777 shares of Common Stock, (f) the 25,338 shares of Common Stock, (g) the 32,235 shares of Common Stock, (h) the 109,104 shares of Common Stock, and (i) the 2,700,000 shares of Common Stock registered on the Company's Prior Registration Statements. All of the share amounts presented herein reflect the 15-to-1 reverse stock split effective June 1, 2018, the 70-to-1 reverse stock split effective June 7, 2019, the 3-to-1 reverse stock split effective September 8, 2021, and the 75-to-1 reverse stock split effective January 23, 2023. The Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby. A full-text copy of the Registration Statement is available at https://tinyurl.com/4wc9hb4v About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Larkspur, California-based RBSM, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JAGUAR HEALTH: Reports $41.9 Million Net Loss in 2023 ----------------------------------------------------- Jaguar Health, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting net losses of $41.9 million and $48.4 million for the years ended December 31, 2023 and 2022, respectively, As of December 31, 2023, the Company had $50.8 million in total assets, $45.9 million in total liabilities, and $4.9 million in total stockholders' equity. Larkspur, California-based RBSM, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $308.2 million as of December 31, 2023. The Company expects to incur substantial losses and negative cash flows in future periods. Further, the Company's future operations, which include the satisfaction of current obligations, are dependent on the success of the Company's ongoing development and commercialization efforts, as well as securing of additional financing and generating positive cash flows from operations. There is no assurance that the Company will have adequate cash balances to maintain its operations. Although the Company plans to finance its operations and cash flow needs through equity and/or debt financing, collaboration arrangements with other entities, license royalty agreements, joint ventures, as well as revenue from future product sales, the Company does not believe its current cash balances are sufficient to fund its operating plan through one year from the issuance of these consolidated financial statements. There can be no assurance that additional funding will be available to the Company on acceptable terms, or on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of our products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the ability to execute the Company's business plan; accordingly, there is substantial doubt about the ability of the Company to continue in existence as a going concern A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/2e84r9zj About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/ -- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. JOANN INC: Hires Latham & Watkins LLP as Co-Counsel --------------------------------------------------- JOANN Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Latham & Watkins LLP as co-counsel. The firm will provide these services: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advise and consult on the conduct of the Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. advise the Debtors and take all necessary action to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors' interests in negotiations concerning litigation in which the Debtors are involved; d. despite the absence of a formal claims process, analyze any proofs of claim filed against the Debtors and object to such claims as necessary; e. represent the Debtors in connection with obtaining authority to continue using cash collateral and to procure postpetition financing; f. attend meetings and negotiate with representatives of creditors, interest holders, and other parties in interest; g. analyze executory contracts and unexpired leases and potential assumptions, assignments, or rejections of such contracts and leases; h. prepare pleadings in connection with the Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; i. advise the Debtors in connection with any potential sale of assets; j. take necessary action on behalf of the Debtors to obtain approval of the Disclosure Statement and confirmation of the Plan; k. appear before this Court or any appellate courts to protect the interests of the Debtors' estates before those courts; l. advise on corporate, litigation, environmental, finance, tax, employee benefits, and other legal matters; and m. perform all other necessary legal services for the Debtors in connection with the Chapter 11 Cases. The firm will be paid at these rates: Partners $1,430 to $2,240 per hour Counsel $1,605 per hour Associates $760 to $1,345 per hour Professional Staff $230 to $1,130 per hour Paralegals $355 to $523 per hour During the 90-day period prior to the Petition Date, the firm received advances in the aggregate amount of $6,750,000 for services to be performed and expenses to be incurred, including in preparation for the commencement of the Chapter 11 Cases. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did the firm agree to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement? Answer: No. Question: Do any of the firm's professionals in this engagement vary their rate based on the geographic location of the Debtors' chapter 11 cases? Answer: No. Question: If the firm has represented the Debtors in the 12 months prepetition, disclose L&W's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition? If the firm's billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: The firm's current hourly rates for services rendered on behalf of the Debtors are set forth above. These rates have been used since January 1 of this year. During the prior calendar year, the firm's used the following rates for services rendered on behalf of the Debtors: $1,360 to $2,230 for partners; $1,300 to $1,690 for counsel; $705 to $1,400 for associates; $210 to $1,050 for professional staff; and $300 to $660 for paralegals. Prior to January 1, 2024, the firm provided a 10% discount to its standard rates related to general ordinary course matters. This discount arrangement did not apply to exit transactions, including sales and restructuring matters, and other major transactions. All material financial terms have remained unchanged since the 2024 prepetition period. Question: Have the Debtors approved the firm's budget and staffing plan and, if so, for what budget period? Answer: Yes. The firm has provided the Debtors with a prospective budget and staffing plan setting forth the types of timekeepers, numbers thereof, and applicable hourly rates it expects during the Chapter 11 Cases, which has been approved by the Debtors. The budget and staffing plan cover the period from the Petition Date to April 30, 2024. Ted A. Dillman, Esq., a partner at Latham & Watkins LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ted A. Dillman, Esq. Nicholas J. Messana, Esq. Latham & Watkins LLP 355 South Grand Avenue, Suite 100 Los Angeles, CA 90071 Tel: (213) 485-1234 Email: ted.dillman@lw.com nicholas.messana@lw.com About Joann Inc. JOANN operates in the fabric and sewing industry with one of the largest assortments of arts and crafts products. JOANN has transformed itself into a fully-integrated, digitally-connected omni-channel retailer. JOANN reported a net loss of $200.6 million for the year ended Jan. 28, 2023. On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10418). The Debtors tapped LATHAM & WATKINS LLP as legal counsel; HOULIHAN LOKEY CAPITAL, INC., as investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the noticing agent. JOANN listed $2,257,700,000 in assets against $2,440,700,000 in liabilities as of Oct. 28, 2023. JOANN INC: Hires Young Conaway Stargatt as Co-Counsel ----------------------------------------------------- JOANN Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as co-counsel. The firm's services include: a. providing legal advice and services with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their property, the Local Rules, practices, and procedures, and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of these Chapter 11 Cases and their pre-packaged plan of reorganization; b. pursuing confirmation of a plan and approval of a disclosure statement; c. preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; d. appearing in Court and protecting the interests of the Debtors before the Court; e. assisting and advising the independent director in connection with the Claim Investigation; and f. performing all other legal services for the Debtors that may be necessary and proper in these proceedings, in conjunction with Latham as bankruptcy co-counsel to the Debtors in these Chapter 11 Cases. The firm will be paid at these rates: Michael R. Nestor $1,335 per hour Kara Hammond Coyle $1,005 per hour Shane M. Reil $780 per hour Rebecca L. Lamb $530 per hour Troy Bollman $375 per hour The firm received from the Debtors a retainer of $150,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 Cases; c. Young Conaway was retained by the Debtors pursuant to an engagement agreement dated January 17, 2024. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application; and d. The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Michael R. Nestor, Esq., a partner at Young Conaway Stargatt & Taylor, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Shane M. Reil, Esq. Rebecca L. Lamb, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tele: (302) 571-6600 Email: mnestor@ycst.com kcoyle@ycst.com sreil@ycst.com rlamb@ycst.com About JOANN Inc. JOANN operates in the fabric and sewing industry with one of the largest assortments of arts and crafts products. JOANN has transformed itself into a fully-integrated, digitally-connected omni-channel retailer. JOANN reported a net loss of $200.6 million for the year ended Jan. 28, 2023. On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10418). The Debtors tapped LATHAM & WATKINS LLP as legal counsel; HOULIHAN LOKEY CAPITAL, INC., as investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the noticing agent. JOANN listed $2,257,700,000 in assets against $2,440,700,000 in liabilities as of Oct. 28, 2023. JOANN INC: Seeks to Hire Alvarez & Marsal as Financial Advisor -------------------------------------------------------------- JOANN Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC as financial advisor. The firm's services include: a. assistance to the Debtors in the preparation of financial-related disclosures to the extent required by the Court in these chapter 11 cases, including (if required) the Debtors' schedules of assets and liabilities, statements of financial affairs, and monthly operating reports; b. assistance to the Debtors with information and analyses required pursuant to the Debtors' debtor-in-possession ("DIP") financing; c. assistance with the identification and implementation of short-term cash management procedures; d. advisory assistance in connection with the development and implementation of critical employee benefit programs; e. assistance to Debtors' management team and counsel focused on the coordination of resources related to the ongoing reorganization effort; f. assistance in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; g. attendance at meetings and assistance in discussions with potential investors, banks and other secured lenders, the United States Trustee, other parties in interest, and professionals hired by the same parties, as requested; h. assistance in the preparation of information and analysis necessary for the confirmation of the prepackaged plan (or any other plan of reorganization) in these chapter 11 cases, including information contained in the disclosure statement; i. assistance with certain performance improvement initiatives including but not limited to: Assortment Inventory, Pricing & Promotions, Category Strategy Project; j. assistance in the analysis and preparation of information necessary to assess the tax attributes related to the confirmation of a plan of reorganization in these chapter 11 cases, including the development of the related tax consequences described in the disclosure statement; k. provision of litigation advisory services with respect to accounting and tax matters, along with expert witness testimony on case related issues as required by the Debtors; and l. provision of such other general business consulting or such other assistance as the Debtors' management or counsel may deem necessary consistent with the role of a financial advisor to the extent that it would not be duplicative of services provided by other professionals in this proceeding. The firm will be paid at these rates: Managing Directors $1,075 to 1,525 per hour Directors $825 to 1,075 per hour Associates $625 to 825 per hour Analysts $425 to 625 per hour In the 90 days prior to the Petition Date, the firm received retainers and payments totaling $3,839,809 in the aggregate for services performed for the Debtors. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jonathan Goulding, a managing director at Alvarez & Marsal, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan Goulding Alvarez & Marsal North America, LLC 2029 Century Park East, Suite 2060 Los Angeles, CA 90067 Tel: (310) 975-2600 Fax: (310) 975-2601 About JOANN Inc. JOANN operates in the fabric and sewing industry with one of the largest assortments of arts and crafts products. JOANN has transformed itself into a fully-integrated, digitally-connected omni-channel retailer. JOANN reported a net loss of $200.6 million for the year ended Jan. 28, 2023. On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10418). The Debtors tapped LATHAM & WATKINS LLP as legal counsel; HOULIHAN LOKEY CAPITAL, INC., as investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the noticing agent. JOANN listed $2,257,700,000 in assets against $2,440,700,000 in liabilities as of Oct. 28, 2023. JOANN INC: Taps Deloitte Financial as Accounting Service Provider ----------------------------------------------------------------- JOANN Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Financial Advisory Services LLP as accounting service provider. The firm's services include: a) Planning for the Debtors' determination and substantiation of the Fresh-Start Balance Sheet under ASC 852, Fresh Start Accounting ("ASC 852"): i. Assist the Debtors' management in its development of an implementation approach for Fresh-Start Accounting, starting with training support and culminating in a strategy and work plan for the project; ii. In the event of a mid-month emergence, advise the Debtors' management on establishing appropriate one-time cutoff procedures for the Debtors' consolidated balance sheet and the related consolidated statements of income, changes in stockholders' equity, and cash flows to facilitate successful financial reporting and internal control; and assist with planned procedures to determine appropriate allocations, estimates and potential systems implications / reconfigurations, as needed; iii. Advise and provide the Debtors recommendations to management in connection with their determination of plan of reorganization ("POR") adjustments to record the impact of the POR to the books of entry of the appropriate legal entities; iv. Assist the Debtors' management in its determination of asset and liability fair values and other fresh-start adjustments as necessary to comply with the accounting and reporting requirements of ASC 852; and v. Advise and assist the Debtors' management as it records and substantiates adjustments to its opening fresh-start balance sheet, as applicable, including assisting the Debtors in their preparation of analyses and packaging of other documentation to support adjustments, including internal control considerations. b) Other Related Advice and Assistance with Accounting and Financial Reporting: i. Advise the Debtors' management as it prepares accounting information and disclosures in support of public and/or private financial filings such as 10-K or 10-Q's or lender statements; ii. Advise the Debtors' management on scope of accounting and financial reporting change associated with the Debtors' bankruptcy pursuant to ASC 852; iii. Assist the Debtors with providing technical accounting training for certain Debtor personnel to enhance the Debtors' understanding of the scope of change associated with the Debtors' bankruptcy from an accounting perspective; iv. Assist the Debtors' management with other valuation matters, as requested by the Debtors and agreed to by Deloitte FAS, as it deems necessary for financial reporting disclosures; v. Advise the Debtors' management as it evaluates existing internal controls or develops new controls for ASC 852, implementation including Fresh-Start Accounting; vi. Assist the Debtors' management with their responses to questions or other requests from the Debtors' external auditors regarding bankruptcy accounting and reporting matters; vii. Assist the Debtors with research of the relevant accounting literature applicable to certain Debtor transactions, as requested by the Debtors and agreed by Deloitte FAs, and documentation or verbal communication of the results of that research for the Debtors' consideration in evaluating the applicable accounting treatment; viii. Assist the Debtors in their preparation of the documentation of the results of (1) new accounting policies and procedures or (2) enhancements to current accounting policies and procedures; and ix. Assist the Debtors' management with project management tasks for financial reporting and related valuation and tax accounting activities. c) Valuation Services: i. Assist the Debtors' management with its identification of tangible and intangible assets, as well as liabilities to be revaluated at their fair value for Fresh Start Accounting purposes; ii. Assist the Debtors with analyzing fair estimates or other valuations performed by others, if any, including the Debtors' management; iii. Assist the Debtors' management as it assigns assets, including goodwill, and liabilities to reporting units and legal entities; iv. Assist the Debtors' management with organizing valuation information for external auditor's review; and v. Assist the Debtors' management with addressing Debtor-specific issues surrounding value allocation to specific assets, legal entities, cost centers, operating segments and/or reporting units. d) Income Tax Accounting Services under the provisions of ASC 740, Income Taxes ("ASC 740"): i. Assist the Debtors' management with computing its current and deferred income tax effects related to the POR and Fresh-Start Accounting, including ASC 740 considerations for potential tax attribute reduction and other income tax implications resulting from modification or cancellation of debt, deferred income tax computations to reflect the new financial reporting values, and observations regarding the Debtors' assessment of positive and negative evidence identified in connection with whether a valuation allowance is needed with respect to deferred tax assets as of the fresh-start reporting date; ii. Assist the Debtors' management with the preparation of current and deferred income tax provision computations for predecessor and successor periods; iii. Assist the Debtors' management with its evaluation of income tax accounting implications of restructuring inside or outside of bankruptcy; and iv. Assist the Debtors' management with its financial statement income tax disclosures for predecessor and successor periods. The firm will be paid at these rates: -- Accounting services, including income tax accounting: Partner/Principal/Managing Director $900 to $1,100 per hour Senior Manager/Senior Vice President/ Specialist $770 to $800 per hour Manager/Vice President $650 to $700 per hour Senior Consultant $550 to $610 per hour Consultant $470 to $510 per hour -- Valuation services: Partner/Principal/Managing Director $800 to $900 per hour Senior Manager/Senior Vice President/ Specialist $625 to $725 per hour Manager/Vice President $580 to $685 per hour Senior Consultant $510 to $580 per hour Consultant $400 to $480 per hour The Debtors paid the firm a retainer of $466,787. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael C. Sullivan, a managing director at Deloitte Financial Advisory Services LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael C. Sullivan Deloitte Financial Advisory Services LLP 110 Morris Street Morristown, NJ 07960 Tel: (973) 602-6000 Fax: (973) 683-7459 About JOANN Inc. JOANN operates in the fabric and sewing industry with one of the largest assortments of arts and crafts products. JOANN has transformed itself into a fully-integrated, digitally-connected omni-channel retailer. JOANN reported a net loss of $200.6 million for the year ended Jan. 28, 2023. On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10418). The Debtors tapped LATHAM & WATKINS LLP as legal counsel; HOULIHAN LOKEY CAPITAL, INC., as investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the noticing agent. JOANN listed $2,257,700,000 in assets against $2,440,700,000 in liabilities as of Oct. 28, 2023. JOANN INC: Taps Deloitte Tax LLP as Tax Advisory Provider --------------------------------------------------------- JOANN Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Tax LLP as tax advisory and consulting services provider. The firm's services include: a. Engagement Letter. Pursuant to the terms and conditions set forth in the Engagement Letter, Deloitte Tax will provide tax advisory services on federal, foreign, state and local tax matters as requested by the Debtors and agreed to by the Debtors for the period through December 31, 2025. b. Work Order. Pursuant to the terms and conditions set forth in the Work Order, Deloitte will perform tax advisory services with respect to U.S. federal and state income tax considerations of the Debtors' proposed debt restructuring (the "Debt Restructuring"), as follows: (i) Assist the Debtors by participating in meetings or calls necessary to assist the Debtors with their evaluation of federal and state income tax implications of the Debt Restructuring; (ii) Assist the Debtors by providing observations with respect to their transaction model with a focus on the tax consequences of the Debt Restructuring; (iii) Advise the Debtors regarding the restructuring process, including analyzing potential debt modification alternatives and the potential income tax consequences; (iv) Advise the Debtors as to the amount of cancellation of indebtedness income, if any, that may be realized in connection with the Debt Restructuring, including whether such cancellation of indebtedness income is included in gross income (i.e., taxable) versus excluded for federal and state income tax purposes (e.g., availability of the Internal Revenue Code 108 Insolvency exception). Deloitte Tax may rely on the Debtors' valuation and fair market value analysts, to the extent a valuation or fair market value analysis is not obtained by the Debtors; (v) Advise the Debtors on the tax attributes available to mitigate or absorb cancellation of indebtedness income (whether taxable or excluded from gross Income under the insolvency exception); (vi) Advise the Debtors on post-Debt Restructuring tax attributes (e.g., tax basis in assets and net operating loss carryovers) available and the reduction of such attributes, to the extent applicable; (vii) Advise the Debtors on the state income tax treatment and planning for restructuring provisions in various jurisdictions including cancellation of indebtedness calculations, adjustments to tax attributes and prior limitations on tax attribute utilization; (viii) Assist the Debtors with analyzing the historical net operating losses of the Debtors through historical tax filings to understand where the Debtors' historical net operating losses reside and whether any limitations on the utilization of such net operating losses exists; (ix) Assist the Debtors with analyzing the tax basis balance sheet of the Debtors on an entity-by-entity basis; (x) Assist the Debtors with understanding the historical outside stock basis in each of the Debtors' legal entitles for the purposes of determining the approximate amount of stock basis that should be reported on tax basis balance sheets of the Debtors (used in the attribute reduction process); (xi) Advise the Debtors on income tax return reporting of the Debt Restructuring and related matters; (xii) As requested by the Debtors and as may be agreed to by Deloitte Tax, assist in documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations, and correspondence for any proposed debt restructuring or combination alternative tax issue or other tax matter described in the Work Order; (xiii) As requested by the Debtors and as may be agreed to by Deloitte Tax, advise the Debtors regarding other state, federal, or international tax (to the extent applicable) questions that may arise in the course of Deloitte Tax's engagement; and (xiv) Assist the Debtors by preparing and delivering Deloitte Tax's findings, including the relevant and applicable analyses and workstreams outlined in the Work Order. The firm will be paid at these rates: -- Restructuring-related tax services: Partner/Principal/Managing Director $620 per hour Senior Manager $555 per hour Manager $470 per hour Senior $390 per hour Staff $315 per hour -- Per Work Order: Partner/Principal/Managing Director $990 per hour Senior Manager $870 per hour Manager $740 per hour Senior Staff $640 per hour Staff $540 per hour The Debtors paid the firm $466,787, including retainer amounts, in the 90 days prior to the Petition Date. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Laura J. Paszt, a partner at Deloitte Tax LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Laura J. Paszt Deloitte Tax LLP 127 Public Square, Suite 3300 Cleveland, OH 44114 Tel: (216) 589-1300 About JOANN Inc. JOANN operates in the fabric and sewing industry with one of the largest assortments of arts and crafts products. JOANN has transformed itself into a fully-integrated, digitally-connected omni-channel retailer. JOANN reported a net loss of $200.6 million for the year ended Jan. 28, 2023. On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10418). The Debtors tapped LATHAM & WATKINS LLP as legal counsel; HOULIHAN LOKEY CAPITAL, INC., as investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the noticing agent. JOANN listed $2,257,700,000 in assets against $2,440,700,000 in liabilities as of Oct. 28, 2023. JOANN INC: Taps Houlihan as Financial Advisor and Investment Banker ------------------------------------------------------------------- JOANN Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Houlihan Lokey Capital, Inc. as their financial advisor and investment banker. The firm's services include: (a) assisting the Debtors in the development and distribution of selected information, documents and other materials, it being expressly understood that the Debtors will remain solely responsible for such materials and all of the information contained therein; (b) assisting the Debtors in evaluating indications of interest and proposals regarding any Transaction(s) 3 from current and/or potential lenders, equity investors, acquirers and/or strategic partners; (c) assisting the Debtors with the negotiation of any Transaction(s), including participating in negotiations with creditors and other parties involved in any Transaction(s); (d) attending meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties, as the Debtors and Houlihan Lokey mutually agree; and (e) providing such other financial advisory and investment banking services as may be agreed upon by Houlihan Lokey and the Debtors. The firm will be paid as follows: (a) Monthly Fees: In addition to the other fees provided for herein, on November 16, 2022, and on every monthly anniversary of such date during the term of the Engagement Agreement, the Company shall pay Houlihan Lokey in advance, without notice or invoice, a nonrefundable monthly cash fee of $100,000 ("Monthly Fee"). Each Monthly Fee shall be earned upon Houlihan Lokey's receipt thereof in consideration of Houlihan Lokey accepting this engagement and performing services as described herein. Starting after the third Monthly Fee, 50% of the Monthly Fees previously paid on a timely basis to Houlihan Lokey shall be credited against the next Transaction Fee (as defined below) to which Houlihan Lokey becomes entitled under the Engagement Agreement (it being understood and agreed that no Monthly Fee shall be credited more than once), except that, in no event, shall such Transaction Fee be reduced below zero. Notwithstanding the foregoing, in the event that Houlihan Lokey is requested by the Company to begin preparation or provide other services in connection with the pursuit of a potential in-court Restructuring Transaction, the Monthly Fee shall increase to $150,000 and none of the Monthly Fees subsequently earned by and payable to Houlihan Lokey shall be subject to the crediting provision described in the foregoing sentence. (b) Transaction Fee(s): In addition to the other fees provided for herein, the Company shall pay Houlihan Lokey the following transaction fee(s) (collectively, the "Transaction Fees"): i. Financing Transaction Fee. Upon the closing of each Financing Transaction, 5 Houlihan Lokey shall earn, and the Company shall thereupon pay to Houlihan Lokey immediately and directly from the gross proceeds of such Financing Transaction, as a cost of such Financing Transaction, a cash fee ("Financing Transaction Fee") equal to the sum of: (I) 2.5% of the aggregate principal amount of any indebtedness raised or committed that is secured by a lien, including, without limitation, first lien debt, second lien debt, and debtor-in-possession financing, (II) 3.5% of the aggregate principal amount of any indebtedness raised or committed that is unsecured and/or is subordinated, (III) 6.0% of the aggregate amount of all equity or equity-linked securities (including, without limitation, convertible securities and preferred stock) placed or committed, and (IV) 1.0% of the aggregate principal amount of any indebtedness repurchased, repaid, exchanged, tendered, or modified in priority (whether contractual or structural) in connection with a Financing Transaction. Any warrants issued in connection with the raising of debt or equity capital shall, upon the exercise thereof, be considered equity for the purpose of calculating the Financing Transaction Fee, and such portion of the Financing Transaction Fee shall be paid upon such exercise and from the gross proceeds thereof, regardless of any prior termination or expiration of this Agreement. It is understood and agreed that if the proceeds of any such Financing Transaction are to be funded in more than one stage, Houlihan Lokey shall be entitled to its applicable compensation hereunder upon the closing date of each stage (but without duplication of compensation earned in any previous stage). The Financing Transaction Fee(s) shall be payable in respect of any sale of securities whether such sale has been arranged by Houlihan Lokey, by another agent or directly by the Company or any of its affiliates. The fees set forth herein shall be in addition to any other fees that the Company may be required to pay to any investor or other purchaser of Securities to secure its financing commitment. Notwithstanding anything to the contrary contained herein, any amount invested or contributed in connection with any Financing Transaction by any fund or investment vehicle controlled or advised by Leonard Green & Partners, L.P. (an "LGP Entity") shall be disregarded for purposes of calculating any Financing Transaction Fee hereunder. ii. Amendment Transaction Fee. Upon the closing of an Amendment Transaction, Houlihan Lokey shall earn, and the Company shall thereupon pay immediately, a cash fee (the "Amendment Transaction Fee") of $500,000. iii. Restructuring Transaction Fee. Upon the earlier of: (I) in the case of an out-of-court Restructuring Transaction, the closing of such Restructuring Transaction, and (II) in the case of an in-court Restructuring Transaction, the date of effectiveness of a plan of reorganization or liquidation under Chapter 11 or Chapter 7 of the Bankruptcy Code, Houlihan Lokey shall earn, and the Company shall promptly pay to Houlihan Lokey, a cash fee ("Restructuring Transaction Fee") of $4,500,000; provided that, in the event the Restructuring Transaction is undertaken as a 3(a)(9) Offer, the Restructuring Transaction fee, whether or not as a part of a plan, shall be earned and payable immediately upon the first mailing, delivery or other dissemination of offering documents pursuant to the 3(a)(9) Offer. (c) Expenses. In addition to all of the other fees and expenses described in this Agreement, and regardless of whether any Transaction is consummated, the Company shall, upon Houlihan Lokey's request, reimburse Houlihan Lokey for its reasonable out of-pocket expenses incurred from time to time in connection with its services hereunder, but in no event greater than $50,000 without the Company's prior approval, which approval shall not be unreasonably withheld (provided that such limitation shall not affect the Company's obligations to otherwise pay expenses under the Engagement Agreement). Houlihan Lokey bills its clients for its reasonable out-of-pocket expenses including, but not limited to (i) travel-related and certain other expenses, without regard to volume-based or similar credits or rebates Houlihan Lokey may receive from, or fixed-fee arrangements made with, travel agents, airlines or other vendors, and (ii) research, database and similar information charges paid to third party vendors, and reprographics expenses, to perform client-related services that are not capable of being identified with, or charged to, a particular client or engagement in a reasonably practicable manner, based upon a uniformly applied monthly assessment or percentage of the fees due to Houlihan Lokey. Houlihan Lokey shall, in addition, be reimbursed by the Company of Houlihan Lokey's legal counsel incurred in connection with the negotiation and performance of this Agreement and the matters contemplated hereby, but in no event greater than $50,000 without the Company's prior approval, which approval shall not be unreasonably withheld (provided that such limitation shall not affect the Company's obligations to otherwise pay any such legal fees and other expenses under this Agreement). David R. Salemi, a managing director at Houlihan Lokey Capital, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David R. Salemi Houlihan Lokey Capital, Inc. 245 Park Avenue, 20th Floor New York, NY 10167 Tel: (212) 497-4100 About JOANN Inc. JOANN operates in the fabric and sewing industry with one of the largest assortments of arts and crafts products. JOANN has transformed itself into a fully-integrated, digitally-connected omni-channel retailer. JOANN reported a net loss of $200.6 million for the year ended Jan. 28, 2023. On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10418). The Debtors tapped LATHAM & WATKINS LLP as legal counsel; HOULIHAN LOKEY CAPITAL, INC., as investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the noticing agent. JOANN listed $2,257,700,000 in assets against $2,440,700,000 in liabilities as of Oct. 28, 2023. JOANN INC: Taps Kroll Restructuring as Administrative Advisor ------------------------------------------------------------- JOANN Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kroll Restructuring Administration LLC as administrative advisor. The firm will provide these services: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (f) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Prior to their bankruptcy filing, the Debtors provided Kroll an advance retainer in the amount of $100,000, which was received by Kroll February 12, 2024. The firm will be paid at these rates: Analyst $30 to $60 per hour Technology Consultant $60 to $115 per hour Consultant/Senior Consultant $65 to $195 per hour Director $185 to $245 per hour Solicitation Consultant $225 per hour Solicitation Director $250 per hour Managing Director $275 per hour Benjamin Steele, a managing director at employ Kroll Restructuring Administration LLC, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Tel: (212) 593-1000 About JOANN Inc. JOANN operates in the fabric and sewing industry with one of the largest assortments of arts and crafts products. JOANN has transformed itself into a fully-integrated, digitally-connected omni-channel retailer. JOANN reported a net loss of $200.6 million for the year ended Jan. 28, 2023. On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10418). The Debtors tapped LATHAM & WATKINS LLP as legal counsel; HOULIHAN LOKEY CAPITAL, INC., as investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the noticing agent. JOANN listed $2,257,700,000 in assets against $2,440,700,000 in liabilities as of Oct. 28, 2023. JUMP FINANCIAL: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings affirmed Jump Financial, LLC's Ba1 corporate family rating and its Ba2 senior secured first lien term loan rating. Jump Financial's outlook remains stable. RATINGS RATIONALE Moody's Ratings said the ratings affirmation reflects Jump Financial's strong financial performance, highly liquid balance sheet, and relatively low leverage. Although declining market volatility in 2023 led to a decline in revenues, the firm's strong cost discipline limited the impact on profitability and retained earnings. In addition, while the firm significantly expanded its balance sheet during the year to support its trading activities, the firm's shareholders supported this growth with capital contributions, limiting the impact on balance sheet leverage. Jump Financial's ratings also incorporate the firm's relatively narrow business focus on principal trading activities, the rating agency added. While diverse across product types and geographies, nearly all of the firm's revenues are derived from its principal trading activities. This lack of business diversification can pose greater risk for creditors compared with more diversified securities firms which also generate revenues from fee-based or customer driven activities. The firm's ratings also reflect the inherently high level of operational and market risks in its principal trading and market making activities. In the event of a risk management failure, these risks could result in rapid and severe losses and a deterioration in liquidity and funding. Such operational and market risks have historically been successfully mitigated by Jump Financial's relatively modest and short-lived individual trade positions in liquid securities, sustained oversight from a highly engaged ownership and leadership team and an independent risk function, a multi-layered risk monitoring, testing, segregation, limits and controls system, and continual investments to strengthen and augment the firm's trading infrastructure and intellectual capital. With continued strong growth, particularly in new markets and via new trading strategies, there is a risk that Jump Financial may face increased challenges in maintaining its high quality employee base and culture as well as its effective controls and monitoring oversight, Moody's Ratings noted. In particular, the firm's gradual expansion into more complex and longer duration trading strategies could pose greater risks for the firm's creditors if not properly managed, with these greater risks including the possibility of increased earnings volatility and a reduction in the overall liquidity of the firm's trading portfolio. However, Moody's Ratings believes that to date the firm's expansion has been prudently managed, with limited impact on the firm's overall liquidity and as demonstrated by the firm's low level of earnings volatility, which is lower than that at any of its closest rated peers. The stable outlook reflects Moody's Ratings expectation that Jump Financial will continue to generate strong profits and cash flows, maintain its strong liquidity profile, and that its leaders will continue to place a high emphasis on maintaining an effective risk management and controls framework. The stable outlook also reflects Moody's Ratings expectation that any further increase in debt will not result in any significant deterioration in the firm's leverage, risk appetite or liquidity profile. Jump Financial's Ba2 senior secured first lien term loan rating is one-notch below its Ba1 CFR because obligations at the holding company are structurally inferior to those of Jump Financial's operating companies, where the preponderance of the group's debt and debt-like obligations reside. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Jump Financial's ratings could be upgraded if it were able to sustainably improve the quality and diversity of its profitability and cash flows from the development of substantial and lower-risk ancillary business activities. Jump Financial's ratings could be downgraded if there were a significant reduction in retained capital or liquidity or an increase in leverage, particularly due to an expansion into less liquid assets, if the firm were to suffer from a significant reduction in profitability, if it experienced a substantial trading loss or risk control failure, or if the firm suffered from any adverse changes to corporate culture or management quality. The principal methodology used in these ratings was Securities Industry Market Makers Methodology published in November 2019. JUST FLOOR: Seeks Access to Revenued's Cash Collateral ------------------------------------------------------ Just Floor It! asks the U.S. Bankruptcy Court for the District of Nevada for authority to use the cash collateral of Revenued, LLC and provide adequate protection. Revenued may assert a secured interest in the Debtor's cash, including deposit accounts, which Debtor needs to use to maintain and operate its business. Pre-petition, the Debtor obtained a loan from Revenued, which may be secured by essentially all of Debtor's assets, including cash. The Debtor owes Revenued approximately $19,000. At the time this case was filed, the Debtor's personal property was valued at approximately $386,000, which includes cash and cash equivalents of $12,000 and 90-days or less accounts receivable of $20,000. The Debtor's use of HBN's, Revenued's and CP's cash collateral to maintain and operate the Debtor's business protects HBN, Revenued and CP. The Debtor is also willing to grant HBN, Revenued and CP a replacement lien against all cash received by Debtor post-petition. A copy of the motion is available at https://urlcurt.com/u?l=J9svQu from PacerMonitor.com. About Just Floor It! Just Floor It! sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-50288) on March 26, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Hilary L. Barnes presides over the case. Kevin A. Darby at Darby Law Practice, Ltd. represents the Debtor as legal counsel. KAST MEDIA: Seeks to Hire Leslie Cohen Law as Bankruptcy Counsel ---------------------------------------------------------------- Kast Media Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Leslie Cohen Law, PC as its bankruptcy counsel. The firm's services include: (a) advise the Debtor regarding its rights and responsibilities under the U.S. Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Bankruptcy Rules, and how the application of such provisions relates to the administration of its estate; (b) advise and assist the Debtor in connection with the preparation of certain documents to be filed with the bankruptcy court or the Office of the U.S. Trustee; (c) represent the Debtor, with respect to bankruptcy issues, in the context of its pending Chapter 11 case and represent in contested matters; (d) assist in the negotiation, formulation, and confirmation of a plan of reorganization; and (e) render services for the purpose of pursuing, litigating or settling litigation. The firm's hourly rates are as follows: Leslie Cohen, Esq. $625 J'aime Williams Kerper, Esq. $440 Senior Contract Attorneys $350 Legal Administrator $125 Paraprofessionals $110 In the year prior to the petition date, the firm received a total of $69,335.50 in pre-petition retainer funds. Leslie Cohen, Esq., the firm's president and sole shareholder, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leslie A. Cohen, Esq. J'aime K. Williams Esq. Leslie Cohen Law, PC 506 Santa Monica Blvd., Suite 200 Santa Monica, CA 90401 Telephone: (310) 394-5900 Facsimile: (310) 394-9280 Email: leslie@lesliecohenlaw.com jaime@lesliecohenlaw.com About Kast Media Kast Media, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10396) on March 13, 2024, with $699,789 in assets and $6,395,239 in liabilities. Colin Thomson, chief executive officer, signed the petition. Judge Martin R. Barash oversees the case. Leslie A. Cohen, Esq., at Leslie Cohen Law, PC represents the Debtor as bankruptcy counsel. KPM INVESTMENT B: Hires Rountree Leitman Klein & Geer as Counsel ---------------------------------------------------------------- KPM Investment B, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Rountree, Leitman, Klein & Geer, LLC as its counsel. The firm will render these legal services: (a) give the Debtor legal advice with respect to its powers and duties in the management of its property; (b) prepare legal papers; (c) assist in examination of the claims of creditors; (d) assist with formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other legal services for the Debtor as may be necessary herein. The hourly rates of the firm's attorneys and staff are as follows: William A. Rountree, Attorney $595 Will B. Geer, Attorney $595 Michael Bargar, Attorney $535 Hal Leitman, Attorney $425 William Matthews, Attorney $425 David S. Klein, Attorney $495 Alexandra Dishun, Attorney $425 Ceci Christy, Attorney $425 Elizabeth A. Childers, Attorney $425 Caitlyn Powers, Attorney $375 Shawn Eisenberg, Attorney $300 Sharon M. Wenger, Paralegal $225 Elizabeth Miller, Paralegal $250 Jessica Dowdy-Clark, Paralegal $175 Megan Winokur, Paralegal $175 Catherine Smith, Paralegal $150 Law Clerk $175 William Rountree, Esq., a partner at Rountree Leitman Klein & Geer, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William A. Rountree, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlkglaw.com About KPM Investment B LLC KPM Investment B, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-53226) on Mar. 28, 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. The case is jointly administered in Case No. 24-53073. William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC serves as the Debtor's counsel. KPM INVESTMENT O: Hires Rountree Leitman Klein & Geer as Counsel ---------------------------------------------------------------- KPM Investment O, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Rountree, Leitman, Klein & Geer, LLC as its counsel. The firm will render these legal services: (a) give the Debtor legal advice with respect to its powers and duties in the management of its property; (b) prepare legal papers; (c) assist in examination of the claims of creditors; (d) assist with formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other legal services for the Debtor as may be necessary herein. The hourly rates of the firm's attorneys and staff are as follows: William A. Rountree, Attorney $595 Will B. Geer, Attorney $595 Michael Bargar, Attorney $535 Hal Leitman, Attorney $425 William Matthews, Attorney $425 David S. Klein, Attorney $495 Alexandra Dishun, Attorney $425 Ceci Christy, Attorney $425 Elizabeth A. Childers, Attorney $425 Caitlyn Powers, Attorney $375 Shawn Eisenberg, Attorney $300 Sharon M. Wenger, Paralegal $225 Elizabeth Miller, Paralegal $250 Jessica Dowdy-Clark, Paralegal $175 Megan Winokur, Paralegal $175 Catherine Smith, Paralegal $150 Law Clerk $175 The firm received a pre-petition retainer of $45,000 from the Debtor. William Rountree, Esq., a partner at Rountree Leitman Klein & Geer, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William A. Rountree, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlkglaw.com About KPM Investment O LLC KPM Investment O, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-53073) on Mar. 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 A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC serves as the Debtor's counsel. KRAFTEX FLOOR: Seeks to Tap Schneider & Stone as Bankruptcy Counsel ------------------------------------------------------------------- Kraftex Floor Corporation seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Schneider & Stone to handle its Chapter 11 case. The firm will charge $450 per hour for attorneys and $175 per hour for paralegals. Prior to the petition date, the firm received a retainer of $25,000 from the Debtor. Ben Schneider, Esq., an attorney at Schneider & Stone, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ben Schneider, Esq. Schneider & Stone 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 Telephone: (847) 933-0300 Email: ben@windycitylawgroup.com About Kraftex Floor Kraftex Floor Corporation filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-03038) on March 1, 0224, with up to $50,000 in assets and up to $1 million in liabilities. A. Benjamin Goldgar presides over the case. Ben L. Schneider, Esq., at Schneider & Stone represents the Debtor as legal counsel. LUMEN TECHNOLOGIES: S&P Upgrades 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 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 assigned a 'B-' rating and '2' recovery rating to the new senior secured second-lien debt at Level 3 (corrected from 'CCC+' and '3'; see editor's note above). The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery. "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 'B-' rating and '2' recovery rating to the new senior secured second-lien debt at Level 3. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 70%) 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 lowered the rating on the unsecured debt at Qwest to 'B-' from 'B' with a '2' recovery rating. The '2' recovery rating indicates its 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. -- S&P 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 S&P's 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 S&P views as distressed; -- Negative FOCF pressures liquidity; or -- S&P believes the company will default in the next 12 months. S&P 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. S&P believes this could enable it to reduce leverage longer term. MASHANTUCKET (WESTERN): Moody's Lowers CFR to 'C', Outlook Stable ----------------------------------------------------------------- Moody's Ratings downgraded the Corporate Family Rating of Mashantucket (Western) Pequot Tribe, CT's ("Mashantucket") to C from Ca and Probability of Default Rating to C-PD from Ca-PD. The company's senior secured first lien bank credit facility was affirmed at Caa1. The outlook was changed to stable from negative. The downgrade and stable outlook reflect Moody's Ratings expectation that Mashantucket will require a debt restructuring that will result in significant impairment to creditors, including holders of its $124.9 million term loan B that comes due on February 16, 2025. Moody's Ratings also expects significant impairment on Mashantucket's $1.5 billion of junior obligations that come due between 2026 and 2036, given the company's modest EBITDA and free cash flow generation and weak liquidity. Mashantucket's debt/EBITDA was nearly 19x for LTM December 31, 2023 and the company also has been operating under a forbearance agreement. RATINGS RATIONALE Mashantucket's CFR of C reflects the fact that the company is operating under a forbearance agreement with its credit facility lenders that expires on February 16, 2025, and the cash portion of the junior debt interest payments has been blocked by the credit facility lenders. Moody's Ratings expects that Mashantucket will ultimately need to execute a debt restructuring that will result in significant impairment to creditors. Key credit concerns also include Mashantucket's high leverage and revenue concentration in one asset, Foxwoods Resort Casino. The single-asset concentration exposes Mashantucket to competition and reduces its flexibility to sell assets to repay debt. Debt-to-EBITDA is substantial, at close to 19x for LTM December 31, 2023, and Moody's Ratings believes the current capital structure is unsustainable. Positive credit considerations include that Foxwoods Casino Resort is located in proximity to major metropolitan areas in the Northeast, including New York City, Boston, and Hartford. Mashantucket has weak liquidity. Its cash flows plus available cash balances are not sufficient to repay all of its current outstanding debt if required by lenders. It had $50.4 million of cash as of the end of December 31, 2023, no revolver and the $124.9 million term loan B matures on February 16, 2025. The subordinated debt has pay-in-kind interest, which has accrued to about $598.8 million. The forbearance agreement waives the compliance of the financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS There is no downward rating pressure given Mashantucket's C CFR, the lowest rating on Moody's Ratings rating scale. A higher rating is possible to the extent any restructuring or operational improvement results in a substantial and sustainable reduction in leverage and improvement in free cash flow. The Mashantucket Pequot Tribal Nation conducts the gaming and resort operations of Foxwoods Resort Casino through The Mashantucket Pequot Gaming Enterprise, a wholly-owned, unincorporated division of Mashantucket (Western) Pequot Tribe, CT. Revenue for the 12 months ended December 31, 2023 was approximately $643.8 million. The principal methodology used in these ratings was Gaming published in June 2021. MATER ACADEMY: S&P Affirms 'BB' Long-Term Rating on Revenue Bonds ----------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from positive and affirmed its 'BB' long-term rating on the Arizona Industrial Development Authority's series 2020A (tax-exempt), 2020B (taxable), 2018A (tax-exempt), and 2018B (taxable) charter school revenue bonds, issued for Mater Academy of Nevada (Mater). "The outlook revision reflects our view of the school's thin liquidity and uneven fiscal performance in recent years, though we note that the negative operating margins of fiscal 2023 are attributable to timing issues with grants, according to management," said S&P Global Ratings credit analyst Alexander Enriquez. As of fiscal 2023 year-end, Mater had $78.8 million in long-term debt outstanding, consisting of $14.1 million series 2018 bonds for the Mountain Vista campus, $14.8 million series 2020 bonds for the Bonanza campus, and $49.7 million in lease liabilities. This debt number is higher than in recent years due to recent changes in accounting standards for lease liabilities. The network leases the Mater East campus, which is not part of the obligated group. Net operational revenue from the Mountain Vista and Bonanza campuses (obligated group) secure the series 2020 and 2018 bonds. The third Mater campus, Mater East, opened in fall 2020 and is leased from the Turner Agassi Charter School Facilities Fund, which covered 100% of the development costs to acquire and construct the facilities, but the school is expected to purchase the building sometime after fiscal 2024, though a purchase price or potential financing plan has not been finalized. As additional information is available, we will be able to full factor it into our view of the school's credit profile. Based on our "Group Rating Methodology" criteria, (published July 1, 2019, on RatingsDirect), the rating analysis encompasses the entire Mater organization. "The stable outlook reflects our expectation that Mater will maintain its healthy enrollment and improved academics. While fiscal 2023 performance was weak, we anticipate improvement for fiscal 2024 with a positive margin on a full-accrual basis and improved lease-adjusted MADS coverage," added Mr. Enriquez. MEDICI URGENT: Seeks to Hire Robl Law Group as Bankruptcy Counsel ----------------------------------------------------------------- Medici Urgent Care and Wellness Center, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Robl Law Group LLC as its counsel. The firm's services include: (a) advise the Debtor regarding potential benefits and potential disadvantages of the Chapter 11 process; (b) prepare the bankruptcy petition, schedules of assets and liabilities, statement of financial affairs, company resolution, and similar documents; (c) assist the Debtor with the preparation of such first day motions as may be necessary; (d) assist the Debtor in providing documents to the United States Trustee's office for review in advance of the Initial Debtor Interview (IDI); (e) assist the Debtor in preparing for the IDI and participating in the IDI with its representative; (f) assist the Debtor in preparing for the examination provided for by Bankruptcy Code Section 341 and participating in the 341 Meeting with its representative; (g) prepare the status report required in a Subchapter V case; (h) participate the status conference required in a Subchapter V case; (i) advise the Debtor of its rights, duties, and obligations; (j) review claims filed in the case and assist the Debtor in evaluating such claims for potential objections; (k) conduct or defend examinations pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure as may be deemed desirable or necessary; (l) consult with the Debtor and represent it with respect to formulating a Chapter 11 plan of reorganization, and in the Chapter 11 plan confirmation process; (m) assist the Debtor with the preparation of monthly operating reports; (n) perform legal services incidental and necessary to carrying out the day-to-day operations of the Debtor's business activities; (o) institute and prosecute necessary adversary proceedings and contested matters; and (p) take any and all other actions incident to the proper preservation and administration of the Debtor's estate and business. The hourly rates of the firm's counsel and staff are as follows: Michael Robl, Esq. $475 Max Bowen, Esq. $375 Lelena Kassa, Paralegal $175 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $10,000. Michael Robl, Esq., a principal at Robl Law Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code.. The firm can be reached through: Michael D. Robl, Esq. Robl Law Group, LLC 3754 Lavista Road, Suite 250 Tucker, Georgia 30084 Telephone: (404) 373-5153 Email: michael@roblgroup.com About Medici Urgent Care and Wellness Center Medici Urgent Care and Wellness Center, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-52950) on March 21, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Michael D. Robl, Esq., at Robl Law Group, LLC represents the Debtor as legal counsel. MMA LAW FIRM: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: MMA Law Firm, PLLC f/k/a McClenny Moseley & Associates, PLLC 1235 North Loop West Suite 810 Houston TX 77008 Business Description: MMA is a law firm specializing in insurance claim management, negotiation, and litigation. Chapter 11 Petition Date: April 9, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-31596 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Johnie Patterson, Esq. WALKER & PATTERSON, P.C. P.O. Box 61301 Houston TX 77208 Tel: (713) 956-5577 Email: jjp@walkerandpatterson.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $10 million to $50 million The petition was signed by Zach Moseley as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NX7NFAY/MMA_Law_Firm_PLLC__txsbke-24-31596__0001.0.pdf?mcid=tGE4TAMA MOBIQUITY TECHNOLOGIES: Requires More Time for Form 10-K Filing --------------------------------------------------------------- Mobiquity Technologies, Inc. notified the U.S. Securities and Exchange Commission via Form 12b-25 that the Company needs more time to finish the Form 10-K disclosures and furnish the XBRL Interactive Data File exhibits required by Item 601(b)(101) of Regulation S-K. About Mobiquity Technologies Inc. Headquartered in Shoreham, NY, Mobiquity Technologies, Inc., is a next-generation advertising technology, data compliance and intelligence company which operates through our various proprietary software platforms. The Company's product solutions are comprised of three proprietary software platforms: Advertising Technology Operating System (ATOS Platform); Data Intelligence Platform; and publisher Platform for Monetization and Compliance. The Company reported a net loss of $8.06 million in 2022, compared to a net loss of $18.33 million in 2021. As of Sept. 30, 2023, the Company had $3.28 million in total assets, $1.73 million in total liabilities, and $1.55 million in total stockholders' equity. Mobiquity's management concluded that there is substantial doubt about the Company's ability to continue as a going concern within the next 12 months, the Company disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended September 30, 2023. As of September 30, 2023, the Company reported accumulated deficit of $215,727,236, and working capital deficit of $1,448,281. MONTICELLO CONSTRUCTION: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Monticello Construction & Real Estate, LLC 123 Fontanelle Blvd Madison, MS 39110 Business Description: Monticello Construction is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 10, 2024 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 24-00872 Judge: Hon. Jamie A. Wilson Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Moe Chowdhury 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/T5VWFDY/Monticello_Construction__Real__mssbke-24-00872__0001.0.pdf?mcid=tGE4TAMA MOUNTAINSIDE COAL: Seeks to Tap Jorjani Law Office as Legal Counsel ------------------------------------------------------------------- Mountainside Coal Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Jorjani Law Office as counsel. The firm will render these services: (a) advise the Debtor with respect to the continued operation of its business and management of its property; (b) assist bankruptcy counsel; (c) coordinate Kentucky-based mining and coal washing operations with Winston-Salem-based management; and (d) be present at bankruptcy court hearings, as needed. David Jorjani, Esq., an attorney at Jorjani Law Office, will be billed at his hourly rate of $250 for legal services and $150 per hour for mineral title work. The firm received an initial non-refundable retainer in the amount of $5,000 from the Debtor. Mr. Jorjani disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Jorjani, Esq. Jorjani Law Office 380 Jorjani Drive Corbin, KY 40701 Telephone: (606) 521-7100 Email: jorjanilaw@gmail.com About Mountainside Coal Company Mountainside Coal Company, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-50161) on March 1, 2024, with $10,000,001 to $50 million in assets and liabilities. Judge Lena M. James oversees the case. The Debtor tapped Philip Sasser, Esq., at Sasser Law Firm and David Jorjani, Esq., at Jorjani Law Office as counsel. NEAR INTELLIGENCE: Exits Chapter 11 Bankruptcy ---------------------------------------------- Near Intelligence, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that on March 27, 2024, the Company and certain of its subsidiaries (such subsidiaries being Near Intelligence LLC, Near North America, Inc. and Near Intelligence Pte. Ltd.) filed a Notice of Effective Date with the U.S. Bankruptcy Court for the District of Delaware and the Chapter 11 Plan of Liquidation became effective in accordance with its terms. As of the Effective Date, and in accordance with the Plan, all outstanding shares of common stock of the Company (including shares of common stock issuable under equity awards granted under the Company's equity incentive plans) and warrants exercisable for shares of common stock of the Company have been canceled and discharged and holders of such equity interests will not receive or retain any property on account thereof. As previously disclosed, on December 8, 2023, the Debtors filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court. On March 15, 2024, the Court entered an order confirming the Further Modified Third Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation for Near Intelligence, Inc. and Its Affiliated Debtors, dated March 13, 2024. In connection with the effectiveness of the Plan, the directors and officers of the Company have been discharged from their duties and terminated. About Near Intelligence Near Intelligence Inc. -- https://www.near.com -- publicly traded software firm that provides data insights to major companies including Wendy's Co. and Ford Motor Co. Near is a global, privacy-led data intelligence platform curates one of the world's largest sources of intelligence on people and places. Near's patented technology analyzes data to deliver insights on approximately 1.6 billion unique user IDs across 70 million points of interest in more than 44 countries. With a presence in Pasadena, San Francisco, Paris, Bangalore, Singapore, Sydney, and Tokyo, Near serves enterprises in a diverse spectrum of industries including retail, real estate, restaurant, travel/tourism, telecom, media, and more. Near Intelligence Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11962) on Dec. 8, 2023. In the petition filed by CFO John Faieta, the Debtor estimated assets between $50 million and $100 million and liabilities between $100 million and $500 million. Near is represented by Willkie Farr & Gallagher LLP and Young Conway Stargatt & Taylor, LLP, as counsel, Ernst & Young LLP as restructuring advisor and GLC Advisors & Co., LLC, as restructuring investment banker. Kroll is the claims agent. Blue Torch, as DIP Agent and Lender, is represented by MORRIS, NICHOLS, ARSHT & TUNNELL LLP (Robert J. Dehney, Matthew Harvey, Brenna Dolphin); and KING & SPALDING LLP (Geoffrey M. King, Roger G. Schwartz, Miguel Cadavid). NEW SK HOLDCO: S&P Withdraws 'CCC+' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings withdrew its issuer credit ratings on New SK HoldCo Inc. and related subsidiaries. The ratings are being withdrawn following the consolidation of the company and legacy Crash Champions in February 2024, forming Champions Financing Inc.(B-/Stable/--). Crash Champions acquired Service King in 2022 forming the third largest collision repair company within the United States with over 600 service centers nationwide. At the time of the withdrawal, S&P's rating on the company was 'CCC+' with a negative outlook. There was no outstanding debt and therefore no issue-level ratings. NL1 ACQUIRE: Cliffwater Marks C$1.3MM Loan at 27% Off ----------------------------------------------------- The Cliffwater Corporate Lending Fund has marked its C$1,330,000 loan extended to NL1 Acquire Corp to market at C$969,431 or 73% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR report for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loan Revolver to NL1 Acquire Corp. The loan accrues interest at a rate of 11.01% (CDOR+550) per annum. The loan matures on May 26, 2026. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 NL1 ACQUIRE: Cliffwater Marks C$1.9MM Loan at 27% Off ----------------------------------------------------- The Cliffwater Corporate Lending Fund has marked its C$1,929,442 loan extended to NL1 Acquire Corp to market at C$1,406,347 or 73% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR report for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loan- Delayed Draw to NL1 Acquire Corp. The loan accrues interest at a rate of 11.01% (CDOR+550) per annum. The loan matures on May 26, 2028. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 NL1 ACQUIRE: Cliffwater Marks CAD9.5MM Loan at 27% Off ------------------------------------------------------ The Cliffwater Corporate Lending Fund has marked its CAD9,584,400 loan extended to NL1 Acquire Corp to market at CAD6,986,025or 73% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR for the Fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loan to NL1 Acquire Corp. The loan accrues interest at a rate of 11.04% (CDOR+550) per annum. The loan matures on May 26, 2028. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 NUMBER HOLDINGS: Seeks $35.5MM DIP Loan from TC Lending ------------------------------------------------------- Number Holdings Inc., 99 Cents Only Stores LLC and their affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and obtain postpetition financing. The DIP Facility includes (i) a $35.5 million multi-draw new money term loan and (ii) upon entry of the Final Order, a roll-up of $25.3 million, plus all interest accrued following the Petition Date of Prepetition FILO Loans on a cashless dollar-for-dollar basis into loans under the DIP Facility, provided by TC Lending, LLC. Through the DIP Facility, the Debtors will obtain access to (in addition to cash collateral) $35.5 million of new money over two draws: (x) an initial $20.5 million draw made available to the Debtors upon the Court's entry of the Interim Order; and (y) $15 million upon the Court's entry of the Final Order. Further, the DIP Facility provides that $25.3 million, plus all interest accrued following the Petition Date, of the DIP Lenders' Prepetition FILO Loans will be fully "rolled up" into the DIP Facility upon the Court's entry of the Final Order. The DIP Facility will mature on the earliest to occur of the following: (i) 130 days from the Petition Date; (ii) the date which is 35 days following the date of entry of the Interim Order if the Final Order has not been entered by the Court on or prior to such date; (iii) the date on which the DIP Lender accelerates the DIP Facility Obligations and terminates the commitments to make loans under the DIP Facility after the occurrence of an event of default (and the passage of any applicable cure period) in accordance with the terms of the DIP Documents; (iv) the consummation of a sale of all or substantially all of the Debtors' assets; and (v) the substantial consummation of a plan of reorganization filed in the Chapter 11 Cases that is confirmed pursuant to an order of the Court. The Debtors are required to comply with these milestones: a) Within 1 business day of the Petition Date, the Debtors must have filed (i) the DIP Motion, (ii) a motion seeking authority to continue Store Closing Sales at all retail locations, and (iii) a motion seeking approval of procedures for the rejection of the Debtors' leases; b) On or before 3 days after the Petition Date, the Debtors must have filed a motion seeking entry of an order approving a bidding and sale process with respect to the sale by the Debtors of all or substantially all of the Debtors' assets not subject to Store Closing Sales which, for the avoidance of doubt, must include all owned real property, intellectual property, and other assets not consisting of leases and leases not rejected within 30 days after the Petition Date, each of which must be in form and substance acceptable to the DIP Agent; c) On or before 3 days after the Petition Date, the Court must have entered the Interim Order and the Cash Management Order; d) On or before 30 days after the Petition Date, the Court must have entered the Final Order, the final Cash Management Order, and the Bidding Procedures Order; e) On or before 40 days after the Petition Date, the deadline for submission of bids for the Leases must have occurred pursuant to the Bidding Procedures Order; f) On or before 45 days after the Petition Date, the Debtors must conduct an auction(s) for the Leases pursuant to the Bidding Procedures Order; g) On or before 50 days after the Petition Date, the Court must have entered an order or orders approving the sale(s) of the Leases; h) On or before May 31, 2024, the Debtors must have completed Store Closing Sales at all retail locations; i) On or before 55 days after the Petition Date, the sale(s) of substantially all of the Leases must have been consummated; j) On or before 80 days after the Petition Date, the deadline for submission of bids for the Additional Assets must have occurred pursuant to the Bidding Procedures Order; k) On or before 105 days after the Petition Date, the Debtors must conduct an auction(s) for all or substantially all of the Debtors' Additional Assets pursuant to the Bidding Procedures Order; l) On or before 115 days after the Petition Date, the Court must have entered an order or orders approving the sale(s) of substantially all of the Debtors' Additional Assets; and m) On or before 125 days after the Petition Date, the sale(s) of substantially all of the Debtors' Additional Assets must have been consummated. The Debtors faced challenges in the past years, including adverse industry trends, increased competition, COVID-19, theft, crime, and high inflation. Despite efforts to turn things around, their liquidity deteriorated in the first quarter of 2024. Vendors tightened trade terms, landlords sent default notices, and by early April, they had to wind down all 371 store locations and sell assets to maximize stakeholder value. Concurrent with the Sales Process, the Debtors will complete an orderly wind-down of their operations, which was commenced prior to the Petition Date. Operations will remain limited and solely to support the Sales Process and wind-down efforts over an expedited period. However, the Debtors required access to cash collateral and postpetition financing in order to fund the Sales Process, an efficient winddown, and these limited operations. The Debtors have incurred and/or issued debt through (i) a first lien asset based revolving credit facility, (ii) senior secured notes, and (iii) a secured promissory note. 99 Cents Only Stores is the borrower under an asset-based revolving credit facility and "first-in last-out" term loan facility, incurred pursuant to the Prepetition Credit Agreement. As of the Petition Date, approximately $38.2 million in borrowings were drawn under the Prepetition ABL Facility and approximately $25 million were outstanding under the Prepetition FILO Facility. The Prepetition ABL Facility allowed for the issuance of letters of credit to support its obligations to landlords, sureties, and other counterparties. There are approximately $25.7 million in undrawn letters of credit issued as of the Petition Date. On December 20, 2020, 99 Cents Only Stores issued $350 million in aggregate principal amount of Prepetition Notes pursuant to the Prepetition Notes Indenture. The Prepetition Notes mature on January 15, 2026. On August 3, 2023, PropCo entered into the PropCo Note Agreement in favor of RCB Equities #1, LLC, pursuant to which RCB provided the PropCo Note in the principal amount of $21 million. Pursuant to the DIP Facility, the Debtors will provide adequate protection to the Prepetition Secured Parties consisting of replacement liens on all DIP Collateral, superpriority administrative expense claims, payment of professional fees, interest payments, establishment of a cash reserve for the benefit of the Prepetition Noteholders and information and reporting rights. A copy of the motion is available at https://urlcurt.com/u?l=q310iq from PacerMonitor.com. About Number Holdings, Inc. Founded in 1982, 99 Cents Only Stores LLC -- http://www.99only.com/ -- operate over 370 "extreme value" retail stores in California, Arizona, Nevada and Texas under the business names "99¢ Only Stores" and "The 99 Store." The Company offers its customers a wide array of quality products -- from everyday household items, to fresh produce, deli, and other grocery items, to an assortment of seasonal and party merchandise -- many of which are still priced at or below 99.99 cents. The Company's stores are primarily located in urban areas and underserved communities, many of which lack close access to traditional grocery stores. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10719) on April 7, 2024. In the petition signed by Christopher J. Wells, as chief restructuring officer, the Debtor disclosed up to $10 billion in both assets and liabilities. Judge Kate Stickles oversees the case. The Debtors tapped MILBANK LLP as general bankruptcy counsel, MORRIS, NICHOLS, ARSHT & TUNNELL LLP as Delaware bankruptcy counsel, JEFFERIES LLC as investment banker, ALVAREZ & MARSAL NORTH AMERICA, LLC as financial advisor, HILCO MERCHANT RESOURCES, LLC and HILCO REAL ESTATE, LLC as retail consultant and real estate consultant, and KROLL RESTRUCTURING ADMINISTRATION LLC as claims and noticing agent. PANACEA LIFE: Reports $8.02 Million Net Loss in 2023 ---------------------------------------------------- Panacea Life Sciences Holdings, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net losses of $8,015,301 and $9,142,584 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had $17,983,462 in total assets, $26,274,916 in total liabilities, and $8,291,454 in total stockholders' deficit. Lakewood, CO-based BF Borgers CPA PC, 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 that raises substantial doubt about its ability to continue as a going concern. "Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital," the Company stated. "In addition, due to insufficient revenue, we will need to obtain further funding through public or private equity offerings, debt financing, collaboration arrangements or other sources in order to maintain active business operations. We currently do not have sufficient cash flow to pay our ongoing financial obligations on a consistent basis. The issuance of any additional shares of common stock, preferred stock or convertible securities could be substantially dilutive to our stockholders. In addition, adequate additional funding may not be available to us on acceptable terms, or at all. If we are unable to raise capital, we will be forced to borrow additional sums from our Chief Executive Officer or delay, reduce or eliminate our research and development programs, we may not be able to continue as a going concern, and we may be forced to discontinue operations." A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/39vbpbcs About Panacea Panacea Life Sciences Holdings, Inc. formerly known as Exactus Inc. (OTCQB:EXDI) -- http://www.exactusinc.com-- is holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth, natural human and animal health & wellness market segment. Its subsidiary, Panacea Life Sciences, Inc. (PLS) is dedicated to manufacturing, research and producing the highest-quality, hemp-derived cannabinoid, functional mushroom, Kratom and nutraceutical products for consumers and pets. PARK-OHIO INDUSTRIES: S&P Upgrades ICR to 'B', Outlook Stable ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Park-Ohio Industries Inc. (PKOH) to 'B' from 'B-'. At the same time, S&P raised its issue-level rating on the company's $350 million senior unsecured notes to 'B-' from 'CCC+'. The '5' recovery rating remains unchanged, reflecting its expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. The stable outlook reflects S&P's view that PKOH will continue to improve profitability and generate positive FOCF, resulting in S&P Global Ratings-adjusted leverage in the mid-4x range over the next 12 months. S&P forecasts PKOH's profitability will continue to improve in 2024. PKOH's EBITDA margins remain below average relative to capital goods peers. However, continued price increases and its restructuring efforts within the assembly components and engineered products segments have resulted in significantly improved operating profitability. The company moved production to low-cost facilities, consolidated plants, exited nonprofitable products, increased automation, and worked to cut costs. These actions resulted in S&P Global Ratings-adjusted EBITDA margins increasing 280 basis points (bps) to 8.8% in 2023, up from 6% in 2022. S&P said, "We forecast modestly improving earnings and profitability in 2024 due to improvements in PKOH's manufacturing capacity and continued price increases across its business segments. Therefore, we forecast PKOH's S&P Global Ratings-adjusted EBITDA margins to modestly expand in the high-single-digit percent area in 2024 and 2025. "In addition, PKOH benefited from strong demand within its power sports, heavy-duty truck, and commercial aerospace end markets in 2023. In 2024, we forecast lower demand in the heavy-duty truck end market, and for the automotive end market to remain flat, as pricing pressure adds to slow volume recovery. This is partially offset by growth in the aerospace end market, as demand outpaces supply in commercial aerospace. We expect PKOH will also benefit from defense and infrastructure spending going forward. Therefore, we forecast mid-single-digit percent revenue growth for PKOH in 2024. "We expect PKOH will generate positive FOCF and maintain S&P Global Ratings-adjusted leverage in the mid-4x area in 2024. As a result of higher earnings, we forecast PKOH will generate S&P Global Ratings-adjusted FOCF in the $50 million-$60 million range in 2024. We believe the company will continue to pursue bolt-on acquisitions to supplement its organic growth. PKOH acquired EMA Indutec GmbH (EMA) in February 2024 to expand its global induction heating equipment business in Germany and throughout Europe. Inclusive of acquisitions and shareholder returns, we expect PKOH will improve leverage to the mid-4x area in 2024 and low-4x area in 2025. "The stable outlook reflects our view that PKOH will continue demonstrating solid operating performance and generate positive FOCF, resulting in S&P Global Ratings-adjusted leverage in the mid-4x area over the next 12 months." S&P could lower its rating on PKOH if: -- It fails to maintain its recent improvement in operating performance, resulting in leverage rising above 6x; or -- It consistently reports negative FOCF. S&P could raise its rating on PKOH if: -- Stronger-than-expected operating performance results in leverage sustained well below 4x, inclusive of acquisitions and shareholder returns; -- It generates positive FOCF; or -- Over time, it exhibits more stability in its business segments. PENNSYLVANIA REAL ESTATE: Amends Severance Plan for Officers ------------------------------------------------------------ Pennsylvania Real Estate Investment Trust disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on on March 29, 2024, the Company entered into amendments to the Severance Plan for Certain Officers, effective January 1, 2007, with each of Andrew Ioannou and Joseph Aristone. The Severance Plan Amendments modify the terms of Ioannou's and Aristone's respective rights to severance compensation in the event of a change of control in the Company, specifically providing that if such officer's employment with the Company terminates prior to or more than 12 months after a Change of Control and such officer executes a general release, such officer will be entitled to receive a severance payment equal to his base salary as of the Amendment Date plus a sum equal to the average of the two bonuses he received prior to the Amendment Date under the Company's annual incentive plan and COBRA premiums reimbursements for a period of 52 weeks. About PREIT PREIT (OTCQB:PRET) -- http://www.preit.com/-- is a real estate investment trust that owns and manages innovative properties developed to be thoughtful, community-centric hubs. PREIT's robust portfolio of carefully curated, ever-evolving properties generates success for its tenants and meaningful impact for the communities it serves by keenly focusing on five core areas of established and emerging opportunity: multifamily & hotel, health & tech, retail, essentials & grocery and experiential. Located primarily in densely populated regions, PREIT is a top operator of high quality, purposeful places that serve as one-stop destinations for customers to shop, dine, play and stay. PREIT and its debtor-affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11974) on December 10, 2023. As of Sept. 30, 2023, PREIT has $1.72 billion in total assets and $1.99 billion in total debts. The Hon. Karen B. Owens oversees the cases. The Debtors tapped DLA Piper LLP (US) as general bankruptcy counsel; Wachtell, Lipton, Rosen & Katz and Dilworth Paxson, LLP as special counsels; and PJT Partners, LP as financial advisor. Kroll Restructuring Administration, LLC is the notice, claims, balloting and subscription agent. Paul Hastings, LLP and Young Conaway Stargatt & Taylor, LLP serve as legal counsels while Houlihan Lokey serve as financial advisor to the ad hoc group of PREIT's first lien and second lien secured lenders. Paul Hastings also advises the debtor-in-possession (DIP) lenders. PENNSYLVANIA REAL ESTATE: Emerges From Chapter 11 Bankruptcy ------------------------------------------------------------ Pennsylvania Real Estate Investment Trust disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on April 1, 2024, each condition precedent to consummation of the Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and Its Debtor-Affiliates (the "Plan"), enumerated in Article IX.A of the Plan, was satisfied or waived in accordance with the Plan and the Confirmation Order; therefore, the Effective Date of the Plan occurred, and the Debtors emerged from their Chapter 11 Cases. On April 1, 2024, the Debtors filed the notice of the occurrence of the Effective Date with the Bankruptcy Court. Accordingly, the Plan is binding, enforceable and in full force and effect pursuant to its terms. As previously reported in the Company's Current Report on Form 8-K, dated January 23, 2024, on December 10, 2023, the Company and certain of its direct and indirect affiliates filed voluntary petitions under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware to pursue a joint prepackaged chapter 11 plan as contemplated by the Restructuring Support Agreement, dated December 7, 2023. The Chapter 11 Cases are jointly administered under the caption In re Pennsylvania Real Estate Investment Trust, et al., Case No. 23-11974. On the same date, the Bankruptcy Court entered an order, confirming the Plan of the Debtors. As of the Effective Date, the Equity Distribution Conditions set forth in the Plan were met; therefore, holders of the Existing Equity Interests received, or will receive shortly after the Effective Date, their Pro Rata share of $10 million in cash (which amount was carved out of and provided by the holders of Prepetition Second Lien Claims from their recoveries under the Plan) pursuant to the Equity Distribution Allocation set forth in the Plan. The Company, with the consent of the requisite lenders, waived any and all Equity Costs, and, therefore, no Equity Costs were deducted from such $10 million amount. Similarly, as of the Effective Date, pursuant to the terms of the Plan and the Confirmation Order, all classes of preferred and common securities issued by the Company, namely the Company's prior Shares of Beneficial Interest, par value $1.00 per share, Series B Preferred Shares, par value $0.01 per share, Series C Preferred Shares, par value $0.01 per share, and Series D Preferred Shares, par value $0.01 per share, were automatically cancelled and extinguished as of the Effective Date. As of the Effective Date, the limited partnership units in the operating partnership of PREIT Associates, L.P. issued to third parties (the "OP Units") were also automatically cancelled and extinguished. As of the Effective Date, the term of the members of the Board of Trustees of PREIT expired. About PREIT PREIT (OTCQB:PRET) -- http://www.preit.com/-- is a real estate investment trust that owns and manages innovative properties developed to be thoughtful, community-centric hubs. PREIT's robust portfolio of carefully curated, ever-evolving properties generates success for its tenants and meaningful impact for the communities it serves by keenly focusing on five core areas of established and emerging opportunity: multifamily & hotel, health & tech, retail, essentials & grocery and experiential. Located primarily in densely populated regions, PREIT is a top operator of high quality, purposeful places that serve as one-stop destinations for customers to shop, dine, play and stay. PREIT and its debtor-affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11974) on December 10, 2023. As of Sept. 30, 2023, PREIT has $1.72 billion in total assets and $1.99 billion in total debts. The Hon. Karen B. Owens oversees the cases. The Debtors tapped DLA Piper LLP (US) as general bankruptcy counsel; Wachtell, Lipton, Rosen & Katz and Dilworth Paxson, LLP as special counsels; and PJT Partners, LP as financial advisor. Kroll Restructuring Administration, LLC is the notice, claims, balloting and subscription agent. Paul Hastings, LLP and Young Conaway Stargatt & Taylor, LLP serve as legal counsels while Houlihan Lokey serve as financial advisor to the ad hoc group of PREIT's first lien and second lien secured lenders. Paul Hastings also advises the debtor-in-possession (DIP) lenders. PRIME HARVEST: Seeks to Hire Fellers Snider as Bankruptcy Counsel ----------------------------------------------------------------- Prime Harvest, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Fellers, Snider, Blankenship, Bailey & Tippens, PC as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the continuing operation of its business and management of its property; (b) prepare legal papers; and (c) perform all other legal services for the Debtor which may be necessary herein. Stephen Moriarty, Esq., an attorney at Fellers, Snider, Blankenship, Bailey & Tippens, will be billed at its hourly rate of $550. Mr. Moriarty disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen J. Moriarty, Esq. Fellers, Snider, Blankenship, Bailey & Tippens, PC 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102 Telephone: (405) 232-0621 Facsimile: (405) 232-9659 Email: smoriarty@fellerssnider.com About Prime Harvest Prime Harvest, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10841) on Apr. 1, 2024. In the petition signed by Calvin Burgess, president, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, PC serves as the Debtor's legal counsel. R & P LAND: Hires Russo White & Keller P.C. as Legal Counsel ------------------------------------------------------------ R & P Land Company, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Russo White & Keller, P.C. as counsel. The firm will provide these services: a. provide the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued management of its financial affairs and property; b. prepare on behalf of the Debtor necessary schedules, lists, applications, motions, answers, orders, and reorganization paperwork as is or may become necessary; c. review all leases and other corporate papers and other documents and prepare any necessary motions to assume unexpired leases or executor contracts and assist in preparation of corporate authorizations and resolutions regarding the Chapter 11 cases; and d. perform any and all other legal services for the Debtor as Debtor-in-Possession as may be necessary to achieve confirmation of a Chapter 11 plan. The firm will be paid at the rate of $350 per hour. It received from the Debtor a retainer of $4,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Keller, Esq., a partner at Russo White & Keller, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: 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 R & P Land Company, LLC R & P Land Company, LLC is a Birmingham-based company, which conducts business under the name Consignment World, Inc. R & P filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-00938) on March 27, 2024, with $1,910,383 in assets and $588,990 in liabilities. Charles P. Sanford, managing member, signed the petition. Robert C. Keller, Esq., at Russo, White & Keller, P.C. represents the Debtor as legal counsel. RAPSYS INC: Seeks to Hire Crane, Simon, Clar & Goodman as Counsel ----------------------------------------------------------------- Rapsys, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ the law firm of Crane, Simon, Clar & Goodman as its counsel. The firm will render these services: (a) prepare legal papers; (b) advise the Debtor with respect to its rights and duties involving its property and its reorganization efforts herein; (c) appear in court and litigate whenever necessary; and (d) perform any and all other legal services that may be required from time to time in the ordinary course of the Debtor's business during the administration of this bankruptcy case. Prior to the petition date, the firm received an advance payment retainer of $15,008 from the Debtor. Scott Clar, Esq., an attorney at Crane, Simon, Clar & Goodman, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Scott R. Clar, Esq. Crane, Simon, Clar & Goodman 135 S. LaSalle, #3950 Chicago, IL 60603 Telephone: (312) 641-6777 Email: sclar@cranesimon.com About Rapsys Inc. Rapsys, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code Bankr. N.D. Ill. Case No. 24-03481) on March 11, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman represents the Debtor as legal counsel. ROBERT WYATT: Seeks to Hire Dorsey & Whitney as Bankruptcy Counsel ------------------------------------------------------------------ Robert Wyatt Contracting, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Dorsey & Whitney LLP as its bankruptcy counsel. The firm will render these services: (a) provide the Debtor legal advice with respect to its duties and powers in a bankruptcy case; (b) assist the Debtor in the investigation of its assets, liabilities and financial condition, the operation and liquidation of its business, and any other matter relevant to the case or to the formulation of a plan or plans of reorganization or liquidation; (c) assist the Debtor in preparing any pleading or document deemed necessary to be filed; (d) assist the Debtor in preparing its monthly operating reports and otherwise provide timely financial disclosure to the Court and Creditors; (e) assist the Debtor in selling its assets during the bankruptcy case; (f) advise the Debtor regarding the best course of action with respect to certain prepetition claims; (g) defend against any actions taken by creditors of the Debtor to enforce its rights inside and outside of bankruptcy; (h) defend against any requested relief from the automatic stay against the Debtor or its property; (i) challenge the priority, status, and amount of any secured and unsecured claim, as necessary; (j) participate with the Debtor in the formulation of a plan or plans of reorganization or liquidation; (k) assist the Debtor in requesting the appointment of professional persons, should such action be necessary; (l) represent the Debtor at necessary hearings; and (m) perform such other legal services as may be required and in the best interests of the Debtor, its estates and its creditors. The firm will charge $500 to $800 per hour for attorneys and $300 to $425 per hour for paralegals, legal assistants, and other paraprofessionals. H. Joseph Acosta, Esq., a partner at Dorsey & Whitney, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: H. Joseph Acosta, Esq. Dorsey & Whitney LLP 200 Crescent Court, Suite 1600 Dallas, Texas 75201 Telephone: (214) 981-9900 Facsimile: (214) 981-9901 Email: acosta.joseph@dorsey.com About Robert Wyatt Contracting Robert Wyatt Contracting, LLC, an excavating contractor in Fort Worth, Texas, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40747) on Mar. 1, 2024. In the petition signed by Robert Pfeil, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Edward L. Morris oversees the case. H. Joseph Acosta, Esq., at Dorsey & Whitney LLP serves as the Debtor's counsel. ROCKET SOFTWARE: Moody's Affirms 'B3' CFR, Outlook Stable --------------------------------------------------------- Moody's Ratings affirmed Rocket Software, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating, and Caa2 rating on the company's senior unsecured notes. Concurrently, Moody's downgraded ratings on the company's senior secured first lien credit facilities, comprising of $1.4 billion USD term loan, EUR575 million EUR term loan, and $14.6 million revolving credit facility, to B3 from B2. Moody's also assigned B3 ratings to the company's proposed $1 billion senior secured incremental first lien term loan, $360 million senior secured revolving credit facility, and $1 billion other secured debt. Pro forma for the transaction, the total revolving credit facility size will be approximately $375 million which includes $14.6 million revolver (downsized from $152.9 million upon close) due November 2026 and $360 million revolver due August 2028. The outlook remains stable. Net proceeds from the proposed issuance of term loan and notes are expected to be used, along with cash from the balance sheet and new cash equity, to fund the acquisition of Application Modernization and Connectivity business (AMC) of OpenText Corporation for $2.275 billion. The downgrade of Rocket's senior secured credit facilities reflects the debt's large relative size of the capital structure following the issuance of new senior secured debt. Rocket's acquisition of AMC will diversify Rocket's application modernization portfolio, support the entire mainframe lifecycle for enterprise customers, and accelerate shift to hybrid cloud technology. AMC is a provider of application modernization, offering tools including COBOL, CORBA, and host connectivity. AMC generated approximately $500 million in revenue for the LTM period ended December 2023. RATINGS RATIONALE Rocket's B3 CFR reflects the company's high pro forma leverage of mid 6x (Moody's adjusted) at the close of the transaction and highly acquisitive growth strategy which can lead to periodic increases in debt. Rocket has historically used a combination of internally generated cash flow and debt to fund acquisitions, as evidenced by the acquisitions of ASG Technologies and Uniface in 2021. Rocket also used a high level of leverage to finance the 2018 LBO of the company by private equity sponsors Bain Capital. As a result, Moody's expects Rocket to maintain an aggressive financial strategy which could result in use of additional debt to fund larger acquisitions. This can potentially result in leverage levels remaining somewhat elevated over time. Absent any further M&A, Moody's expects leverage to decrease to around 6x over the next 12 to 18 months underpinned by low to mid single digit organic revenue growth and improving EBITDA margins arising from the realized benefits of cost synergies. Rocket benefits from strong gross retention rates of 93% with roughly 76% of the revenue base considered to be recurring. Rocket has demonstrated strong profitability with historical EBITDA margins exceeding 50%. Moody's expects AMC's EBITDA margins to also exceed 50% which will support strong cash flow generation going forward. A large portion of Rocket's software solutions are focused on IBM mainframe environments, where it competes with larger competitors, BMC and Broadcom. However, Rocket has been able to reduce its partner concentration with IBM materially over the last several years. Pro forma for the AMC acquisition, IBM-led revenue represents 23% of Rocket's total revenue, compared to roughly 55% in 2019. Rocket's acquisition of AMC will significantly increase its scale and product portfolio, providing opportunities to upsell customers on new or updated solutions, especially within the mainframe market, where switching software vendors can be costly or cumbersome. AMC's larger presence in Europe and APAC is expected to diversify Rocket's revenue geographically. While execution risks exist, Rocket has demonstrated a solid track record of integrating past acquisitions. Moody's expects the company to achieve cost efficiencies from integrating AMC into Rocket's infrastructure which is expected to drive higher profitability over the next 12 to 18 months. Moody's views Rocket's liquidity as good based on expected cash balance of $80 million at close and an undrawn revolving credit facility of $360 million which expires in August 2028. The company has an additional $14.6 million revolving credit facility which expires in November 2026. Rocket's strong margins and low capex requirements are expected to result in solid free cash flow (FCF) generation. Excluding one-time transaction and restructuring costs, Moody's expects Rocket to generate FCF to debt of around mid single digit percentage over the next 12 to 18 months. The revolver has a springing first lien net leverage covenant of 8x, tested if more than 35% of the revolver is utilized. Moody's expect a comfortable cushion with the revolver covenants over the next 12 months. There are no term loan financial maintenance covenants. The first lien term loan amortizes 1% per annum, with a bullet due in November 2028. The stable outlook reflects Moody's expectation of low to mid-single digit percentage revenue growth and improving EBITDA margins over the next 12-18 months. Moody's expects that leverage will decrease to about 6x over the outlook period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Rocket's ratings could be downgraded if Moody's expects that leverage will be sustained above 7.5x or free cash flow to debt stays negative on other than a temporary basis. Moreover, the ratings could be downgraded if Rocket were to lose a critical business partner or face a material deterioration in maintenance revenue or liquidity. Ratings could be upgraded if Rocket demonstrates disciplined financial policies and the operating performance were to improve such that Moody's adjusted leverage were sustained below 6.5x and free cash flow (cash from operations less capex) to gross debt were maintained at 5% or above. Rocket Software, Inc. is a provider of IT management software tools to the distributed and IBM mainframe markets. The company generated pro forma revenues of approximately $1.3 billion in fiscal year 2023. Rocket, which is headquartered in Waltham, MA, is owned by management and funds affiliated with Bain Capital. The principal methodology used in these ratings was Software published in June 2022. ROCKET SOFTWARE: S&P Affirms 'B-' ICR on Acquisition of AMC ----------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on infrastructure software provider Rocket Software Inc. S&P also affirmed its 'B-' issue-level and '3' recovery rating on its upsized revolving credit facility and existing first-lien term loans, as well as its 'CCC' issue-level and '6' recovery rating on its existing senior unsecured notes. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the new term loan. S&P said, "The stable outlook reflects our expectation that Rocket's business operations will remain stable even while it integrates the AMC acquisition. Specifically, we expect that the company's revenue base will remain highly recurring, it will sustain an EBITDA margin in the mid- to high-40% area, and it will maintain leverage in the high-7x area over the next 12 months." Rocket Software has announced its acquisition of application modernization provider AMC from Open Text for $2.3 billion, which it expects will likely close in the second quarter of 2024. The company will fund the acquisition with a new $1 billion term loan, $1 billion of other secured debt, $200 million of new cash equity from its sponsor, and $159 million of balance sheet cash. Concurrently, Rocket is upsizing its revolving credit facility to $375 million from $152.9 million (undrawn at close) and extending the maturity of the majority of the facility ($360 million) to 2028. The acquisition of AMC will increase Rocket's scale and reduce its key partner concentration risk. The AMC acquisition will expand the company's scale by about 70% and increase its customer base. Acquiring new customers in the mainframe software market is difficult because the industry's high switching cost limit customer mobility. Because of this, the existing customer base in this industry is the main source of revenue generation. The increase in the company's customer base following the acquisition will improve its revenue base and provide it with enhanced cross-selling opportunities. We also expect the purchase will further diversify and expand Rocket's modernization portfolio, given the minimal overlap between the products sold by both companies. Additionally, AMC's re-platforming capabilities will augment Rocket's existing hybrid cloud solutions suite. IBM has been the company's key partner for more than 30 years and a major contributor to its revenue. With the AMC acquisition, Rocket will reduce its revenue concentration with IBM to about 23%, from 40%, which will help alleviate its key partner concentration risk. Rocket will continue to increase its revenue by the low single digit percent range and remain highly profitable. S&P said, "We do not expect the acquisition will alter the company's trajectory because we believe AMC has a similar growth profile. Therefore, we expect the combined company will increase its revenue by the low single digit percent range, primarily supported by its existing customers' demand for modernizing their legacy information technology (IT) software. We also expect Rocket will maintain a high proportion of recurring revenue of about mid 70%, which provides it with good revenue visibility and stability and helps it mitigate economic volatility." S&P expects the company's S&P Global Ratings-adjusted EBITDA margin will improve by about 300 basis points (bps)-500 bps following the acquisition due to AMC's higher profit margin and the realization of cost synergies. AMC has a stronger margin profile than Rocket because it mainly generates revenue from its long-standing, legacy products that require relatively light investment. Additionally, the company will benefit from cost synergies of about $30 million, mainly because it is not absorbing certain employee costs from AMC because those roles overlap with its existing capabilities. Given Rocket's exposure to the declining mainframe market and low organic revenue growth, it is important for it to maintain its high profitability. The company employs an aggressive acquisition strategy and has historically expanded its revenue mainly through acquisitions. Even though Rocket has been successful in managing its high profitability, there is a risk that its acquisition strategy may lead to operational and integration issues, especially with an acquisition as large as AMC. While S&P expects the transaction will be slightly deleveraging, S&P anticipates it will entail some integration and execution risks. The combined company's improved EBITDA margin profile will help it deleverage slightly to the high-7x area (pro forma for the acquisition) in fiscal year 2024 from the low-8x area in fiscal year 2023. S&P said, "However, we expect Rocket's leverage will remain above the high-7x area over the longer term given its acquisitive growth strategy. While our base-case forecast does not assume any further acquisitions, we expect it will continue to pursue tuck-in or large debt-funded acquisitions to further improve its scale. Rocket has completed and successfully integrated over 50 acquisitions. However, given the size of the AMC transaction, we believe it entails high integration and execution risks." S&P said, "The stable outlook reflects our expectation that Rocket's business operations will remain stable even while it integrates the AMC acquisition. Specifically, we expect that the company's revenue base will remain highly recurring, it will sustain an EBITDA margin in the mid- to high-40% area, and it will maintain leverage in the high-7x area over the next 12 months. "We could lower our rating on Rocket over the next 12 months if we believe its capital structure has become unsustainable because of integration issues related to its acquisitions, competitive pressures, or new debt-funded acquisitions or shareholder returns. We could also downgrade the company if it does not sustain positive free operating cash flow (FOCF) after debt service (after accounting for integration and acquisition costs). "While unlikely over the next 12 months, we could upgrade Rocket if it continues to expand its business, sustains leverage below the mid-7x area, and generates FOCF to debt of more than 4% through its debt-funded acquisitions." SERVICE247 OF ILLINOIS: Hires Frank L. Broyles as Counsel --------------------------------------------------------- Service247 of Illinois, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Frank L. Broyles, a legal professional from Texas, as counsel. The counsel will provide legal advice with respect to the Debtor's powers and duties as a debtor-in-possession in the continued operation of its business and the management of its property; take all reasonable actions to protect and preserve the Debtor's estate for the purpose of discharging its legitimate obligations to creditors and continue as an on-going business. Mr. Broyles will be paid at the rates of $300 to $465 per hour. The Debtor paid him an advance retainer of $7,000. He will also be reimbursed for reasonable out-of-pocket expenses incurred. Frank L. Broyles, Esq., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The counsel can be reached at: Frank L. Broyles, Esq. 955 W. John Carpenter Freeway Suite 100 Irving, TX 75039 Tel: (214) 207-4336 Email: frank.broyles@utexas.edu About Service247 of Illinois, Inc. Service247 of Illinois, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30671) on March 5, 2024, with as much as $50,000 in assets and liabilities. Frank Lewis Broyles at Law Office of Frank L. Broyles represents the Debtor as legal counsel. SINTX TECHNOLOGIES: L1 Capital Reports 8.8% Equity Stake -------------------------------------------------------- L1 Capital Global Opportunities Master Fund, Ltd. disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of March 25, 2024, it beneficially owned 4,500,000 shares of SINTX Technologies, Inc.'s common stock, representing 8.8% based on 51,080,139 shares of Common Stock outstanding. A full-text copy of the Report is available at https://tinyurl.com/dadpsct2 About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. -- https://ir.sintx.com -- is an advanced ceramics company that develops and commercializes materials, components, and technologies for biomedical, technical, and antipathogenic applications. The core strength of SINTX Technologies is the manufacturing, research, and development of advanced ceramics for external partners. Lehi, Utah-based Tanner LLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 27, 2024, citing that the Company has recurring losses from operations and negative operating cash flows and needs to obtain additional financing to finance its operations. These issues raise substantial doubt about its ability to continue as a going concern. ST JOHNS RESIDENCE: Unsecureds Get At Least 5% in Plan ------------------------------------------------------ St Johns Residence LLC submitted a Combined Disclosure Statement and Plan. The Debtor is a New York limited liability corporation with two members. The Debtor owns an 8-unit building located at 1490 St Johns Place Brooklyn (the "Property") which it acquired in 2018. The Debtor initially obtained a property and construction loan from ICE Lender Holdings LLC ("ICE") and renovated the Property with Spencer Developers Inc. ("Spencer"), the Managing Member, managing the process. During the Covid pandemic the Debtor struggled to keep to its construction schedule and make payments to ICE and its contractors. The other member, Invo St. Johns Place L.P., ("Invo") owned by Israeli investors each with contributions of less than $50,000, then took over management and arranged for financing to enable the Debtor to finish the project. A Certificate of Occupancy was obtained in 2022. This case was commenced on Sept. 7, 2023. Ephraim Diamond, a restructuring professional with extensive real estate experience, was appointed as the Debtor's Chief Restructuring Officer prior to the commencement of this case and is guiding the Debtor through the reorganization process. The initial information for the Debtor's required bankruptcy filings was provided by Spencer, a New York based entity. Recently it was discovered that Invo, which was authorized at that time to act on behalf of the Debtor, arranged for a $500,000 loan from Moshe Drenger which was guaranteed by Joseph Liker and had been omitted from the schedules. Amended schedules have now been filed. Despite efforts by the principals and the CRO, the Debtor has so far been unable to reach agreement with Gitsit, the Debtor has filed a plan which proposes to (i) pay Gitsit the full amount of its secured claim in cash (or over 15 years if it elects treatment under 11 U.S.C. section 1111(b)), (ii) pay unsecured creditors a dividend of no less than 5% (and more than 90% if Gitsit elects treatment under 1111(b) of the Bankruptcy Code) on the effective date of the plan and (iii) pay Moshe Drenger monthly payments of $5,000 until he has received a 5% dividend. (Joseph Liker, the guarantor of the Drenger debt has agreed to make monthly payments of $10,000 to Drenger commencing on the effective date of the plan, or July 1, 2024, whichever is earlier.) In the event Gitsit rejects the Plan, the Debtor will seek confirmation of the Plan pursuant to the "cramdown" provisions of the Bankruptcy Code. The Debtor believes it can satisfy section 1129(b) of the Bankruptcy Code which provides that a plan can be confirmed even if a plan is not accepted by all impaired classes, as long as at least one impaired class of claims has accepted it, the plan does not discriminate unfairly, and it is "fair and equitable" as to each impaired class that has not accepted the plan. The Debtor believes the plan is feasible, The Debtor is commencing proceedings to evict the Squatters. The Debtor projects that once stabilized the Property will throw off net operating income of $160,000 annually which it will use to make monthly payments of $12,000 to Gitsit. To ensure feasibility of the plan, the equity holders will infuse $450,000 into the project and arrange for an unsecured loan or line of credit for a further $200,000. In the event that Gitsit does not elect treatment of its claim pursuant to 11 U.S.C. 1111(b), the Debtor has sourced a loan of $1,600,000 from Benason Capital Corp., Exhibit C, which it can use to make a cash payment. The equity holders have already arranged for a deposit of an additional $20,000 in escrow with the Debtor's attorney to ensure payment of the Debtor's legal fees to effectuate the plan and commence proceedings to remove the Squatters. Post confirmation, the Debtor will be managed by Sigmund Freund, the principal of Spencer. The Debtor will retain Secured Management Inc. to manage the Property. Secured Management Inc is run by Asher Berkovitz who has 14 years of building management experience. It currently has 7 similarly sized buildings in Brooklyn under management. The company has no relationship with the Debtor's members or their principals. The Debtor believes the proposed plan is in the best interests of all creditors as it will provide a greater dividend to all creditors than they would get in a liquidation of the Debtor's assets. The Debtor has no claims or avoidance actions it can bring or assert. The Property is its sole asset. If the Debtor's assets were to be liquidated in a chapter 7 proceeding, no creditors other than Gitsit would receive any dividend. Even Gitsit's recovery would be less, because Gitsit would have to pay approximately 2.7% in transfer taxes; the plan proposes to pay Gitsit no less than the full appraised value of the Property. Under the Plan, Class 3 consists of all Unsecured Claims of the Debtor other than the claim of Moshe Drenger. On the Effective Date, the holders of Allowed Unsecured Claims shall receive the greater of (i) 5% of the Allowed Unsecured Claims or (ii) a pro rata distribution of $30,000 in full satisfaction of such Allowed Claims. Class 3 is impaired. Within 3 Business Days of the Confirmation Date the Equity Interests Holders shall deposit $200,000 with the Debtor's attorney and the Debtor shall continue legal proceedings to evict the Squatters. The funds shall be used to (i) pay court approved professional legal fees or (ii) settlements to evict the Squatters. Any of these funds remaining after the Effective Date (the "Remaining Funds") shall be deposited with the Debtor. On the Effective Date the Equity Interest Holders shall (i) provide the Debtor with a third party written commitment for a line of credit up to $150,000 and (ii) contribute $200,000 to the Debtor. Those additional funds together with the Remaining Funds will be used for making payments due under the Plan and any expenses necessary to get the Property fully rented. The Plan will then be implemented by the Debtor in a manner consistent with the terms and conditions set forth in the Plan and the Confirmation Order. Attached as Exhibit E are projections of income and expenses for the Property once stabilized showing sufficient funds to make the monthly payments to Gitsit. The Debtor does not expect that stabilization will take longer than three months after it gets control of the Property. Attorneys for the Debtor and Debtor- in-Possession: Isaac Nutovic, Esq. LAW OFFICES OF ISAAC NUTOVIC 261 Madison Avenue, 26th Floor, New York, NY 10016 Tel: (917) 922-7963 A copy of the Combined Disclosure Statement and Plan dated March 22, 2024, is available at https://tinyurl.ph/EQSkm from PacerMonitor.com. About St. Johns Residence LLC St Johns Residence LLC in Brooklyn NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-43194) on Sept. 7, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Ephraim Diamond as chief restructuring officer, signed the petition. Judge Nancy Hershey Lord oversees the case. The LAW OFFICES OF ISAAC NUTOVIC serves as the Debtor's legal counsel. SUPOR PROPERTIES: Seeks Cash Collateral Access ---------------------------------------------- Supor Properties Enterprises LLC asks the U.S. Bankruptcy Court for the District of New Jersey for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to meet their near-term liquidity needs, such as funding payroll and operational expenses and maintaining favorable relationships with their vendors, suppliers, employees, and customers. The Debtors' prepetition secured lenders, 1000 Frank E. Rodgers 1, LLC and 1000 Frank E. Rodgers 2, LLC have consented to the Debtors’ use of Cash Collateral under the terms set forth in the proposed final Order. The Debtors propose to provide the Prepetition Lenders with a variety of adequate protection to protect against the post-petition diminution in value of the cash collateral resulting from the use, sale, or lease of the cash collateral by the Debtors and the imposition of the automatic stay, including Adequate Protection Liens, Adequate Protection 507(b) Claims, and First Lien Adequate Protection Payments. The proposed Final Order provides that the Debtors will make monthly adequate protection payments to the Lenders consistent with the cash collateral Budgets and that the Lenders will be provided with a superpriority administrative expense claim and a security interest in and post-petition replacement liens and security interests against all the Lenders' Collateral as additional adequate protection. About Supor Properties Enterprises LLC Supor Properties Enterprises LLC are 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. D. N.J. Case No. 24-13427) on April 2, 2024. In the petition, the Debtor disclosed up to $500,000 in assets and up to $100 million in liabilities. Judge Stacey L. Meisel oversees the case. Michael E. Holt, Esq., at Forman Holt, represents the Debtor as legal counsel. SYNAPTICS INC: S&P Alters Outlook to Negative, Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Synaptics Inc. to negative from stable and affirmed its 'BB-' issuer credit rating, reflecting our forecast for elevated leverage. S&P also affirmed all the existing issue-level and recovery ratings. The negative outlook reflects S&P's view that current operating weakness could lead to more persistent deterioration in credit metrics if the company experiences a slower-than-expected recovery from the current downturn. S&P said, "We revised our forecast of Synaptics's revenue and earnings downward for 2024, and now expect leverage to peak over 6x before gradually declining. Synaptics financial results have suffered more acutely from the industrywide process of resolving excess customer and channel inventory than we had previously forecast. We now project Synaptic's fiscal 2024 revenue to be about $950 million to $970 million, a decline of 25%-30% compared to 2023. This has had an outsize impact on EBITDA generation, which we expect to come in around the $150 million to $170 million range this fiscal year, a sharp fall from over $440 million in the previous fiscal year. With a gross debt level of about $1 billion, we expect Synaptics's S&P Global Ratings-adjusted leverage to reach around 6x-6.5x in 2024, followed by gradual improvement to the mid-4x area in 2025 as the industry and demands rebound. While we anticipate ongoing softness in the near term, our view of the company's long-term growth trajectory remains positive, particularly the core internet of things (IoT) segment, which we expect will likely enjoy strong growth over the next few years driven by demands for wireless connectivity, edge processors, and newer artificial intelligence (AI)-enabled features such as predictive maintenance and user presence detection embedding into products. "We expect Synaptics's performance will remain volatile and difficult to forecast, as it pivots its business toward the IoT, amid industry cyclicality. Synaptics has taken steps to focus its business on IoT in recent years, including the acquisition of Broadcom's wireless IoT business in 2020 and the DSP Group Inc. in 2021. We think this strategic pivot will likely improve the company's growth trajectory over several years, but incremental debt and research and development (R&D) spending over the past few years have exposed Synaptics to greater financial risk during the early stages of the transition. This has compounded the impact of the current industry downturn and we are revising our assessment of Synaptics's financial risk profile to aggressive from intermediate, reflecting the potential fluctuations associated with future revenue, earnings, or cash flows during market cyclical downturns. Although we currently expect the company to recover and return to historical profitability levels in calendar 2025, we note that Synaptics will remain a smaller player in the broader semiconductor industry and its performance will be subject to substantial volatility as the industry continues to experience boom and bust cycles around capacity investment and inventory levels." Synaptics has a strong liquidity position that should enable the company to continue to undertake critical investments and service its capital structure through its transition. Synaptics has maintained considerable cash balances of approximately $850 million and full availability under a $250 million revolver maturing in 2026, which provides ample support to help navigate challenging industry dynamics during its business model transition. S&P anticipates that the company will maintain its liquidity level, providing sufficient resources to support day-to-day operations and pursue potential strategically accretive tuck-in mergers and acquisitions (M&As). Additionally, Synaptics faces no significant near-term debt maturities, with a $600 million term loan maturing in 2028 and $400 million senior notes due in 2029. The negative outlook reflects the risk that high leverage could persist longer and lead to further credit deterioration or decline in cash balance if the company experienced a slower-than-expected recovery from the current downturn. S&P could lower the rating if: -- The company takes longer to recover, experiences key customer losses, faces declining demand, operational missteps, or engages in aggressive debt-funded acquisitions, resulting in sustained high leverage above 5x; or -- The free operating cash flow (FOCF)-to-debt ratio sustained below the high single-digit percentage; or -- Weak performance or M&A cause its cash balance to decline significantly, such that S&P no longer view its liquidity as strong. S&P could revise the outlook to stable if: -- The company's performance stabilizes due to, for example, recovery and growth in the IoT segment, resulting in an improvement in its leverage approaching 5x within the next 12 months; and -- It is able to maintain a strong liquidity position. TAMPA LIFE: Seeks $7MM DIP Loan from UMB Bank --------------------------------------------- Tampa Life Plan Village, Inc. d/b/a Unisen Senior Living asks the U.S. Bankruptcy Court for the Middle District of Florida, for authority to use cash collateral and obtain postpetition financing. The Debtor seeks to obtain DIP Financing in an aggregate principal amount not to exceed $500,000 on an interim basis and $7 million on a final basis, from UMB Bank, N.A., in its capacity as Bond Trustee and Master Trustee. The DIP facility is due and payable on the earliest to occur of: (a) August 31, 2024; (b) the closing date of any sale of all or substantially all of the Borrower's assets pursuant to an order entered by the Bankruptcy Court in the Bankruptcy Case; (c) the acceleration of the DIP Loans and the termination of the DIP Facility by the DIP Lender following the occurrence or during the continuation of an Event of Default and passing of any applicable cure periods; or (d) the confirmation of a plan of reorganization or liquidation for the Borrower in the Bankruptcy Case. Interest on the DIP Loan Commitment will be at a fixed rate of the Prime Rate as of the Petition Date + 1% per annum, which accrued and unpaid interest shall be due and payable on the Maturity Date. Upon the occurrence and during the continuance of an Event of Default, the DIP Loan Commitment and any accrued interest, fees and other amounts owed hereunder, shall thereafter bear interest at the Prime Rate as of the Petition Date + 3% per annum. The Trustee will receive customary adequate protection in exchange for its consent to the Debtor's use of "cash collateral" subject to the Budget and for the priming of its liens by the liens securing the DIP Facility including, but not limited to, replacement liens in all PostPetition Collateral and the proceeds, rents, products and profits therefrom, whether acquired or arising before or after the Petition Date, to the same extent, priority and validity that existed as of the Petition Date and supplemental liens against all of the assets of the Debtor. The Debtor is required to comply with these milestones: (i) On Tuesday of each week (or such other day as may be agreed upon by the Parties), the Debtor must make available representatives reasonably acceptable to the DIP Lender and the Trustee for a telephone conference call with the DIP Lender, the Trustee, the Holders of the Bonds, and their respective agents, advisors and/or representatives to discuss the cash flows and operations of the Community, including the Debtor's compliance with the Budget, the status of the sale process with respect to the sale of substantially all of the Debtor's assets, and such other matters as are relevant or are reasonably requested by the DIP Lender and the Trustee; (ii) On the Petition Date, the Debtor must file a bid procedures and sale motion, in form and substance acceptable to the Trustee and the DIP Lender, with respect to a sale of substantially all of the Debtor's assets, and such bid procedures and sale motion shall provide for the marketing and sale of the Debtor's assets for alternative uses other than as a senior living community; (iii) On or before May 6, 2024, an order on the bid procedures and sale motion, in form and substance reasonably acceptable to the Trustee, must be entered; (iv) Each date set forth in the sale timeline in the Bid Procedures Order must constitute a Bankruptcy Milestone for purposes of the Interim Order; and (v) On or before May 6, 2024, the Final Order on the Motion must be entered. The Debtor is the initial and sole Obligated Group Member under the Bond Documents and, as such, is obligated to UMB Bank, N.A., as bond trustee under the Bond Indentures and as master trustee under the Master Indenture. The Debtor is obligated to the Trustee for the benefit of the beneficial Holders of the following series of revenue bonds issued by the Florida Development Finance Corporation: (i) $58.650 million Senior Living Revenue Bonds (Tampa Life Plan Village Project), Series 2020A; (ii) $11.315 million Taxable Senior Living Revenue Bonds (Tampa Life Plan Village Project), Series 2020B; (iii) $2.820 million Senior Living Revenue Bonds (Tampa Life Plan Village Project), Series 2022A; and (iv) $6.180 million Taxable Senior Living Revenue Bonds (Tampa Life Plan Village Project), Series 2022B. UMB Bank, N.A., in also serving in the capacity of Trustee, as lender. The amounts due and owing by the Debtor with respect to the Bonds and the Master Obligations are: (i) Unpaid principal on the Bonds in the aggregate amount of $78.965 million, consisting of $58.650 million in principal amount of the Series 2020A Bonds, $11.315 million in principal amount of 2020B Bonds, $2.820 million in principal amount of the Series 2022A Bonds, and $6.180 million in principal amount of the Series 2022B Bonds; (ii) Accrued but unpaid interest on the Bonds in the aggregate amount, as of April 4, 2024, of $7.919 million, consisting of $5.555 million in accrued interest on the Series 2020A Bonds, $1.331 million in accrued interest on the Series 2020B Bonds, $277,437 in accrued interest on the Series 2022A Bonds, and $ 755.097 in accrued interest on the Series 2022B Bonds; and (iii) unliquidated, accrued and unpaid fees and expenses of the Trustee and its professionals incurred through the Petition Date. Such amounts, when liquidated, will be added to the aggregate amount of the Bond Claim. The events that constitute an "Event of Default" include: (i) the failure to make payments on the DIP Loans (including interest payments) or amounts due under the DIP Credit Agreement as and when due; (ii) the failure of the Debtor to pay all of its administrative expenses in full in accordance with and subject to the terms as provided for in the Budget; (iii) the Interim Order becomes stayed, reversed, vacated, amended or otherwise modified in any respect without the prior written consent of the DIP Lender and the Trustee, except by the Final Order; (iv) failure to meet any of the Bankruptcy Milestones or other covenants set forth in the Interim Order; and (v) the Bid Procedures Order becomes stayed, reversed, vacated, amended, or otherwise modified in any respect without the prior written consent of the Trustee and the DIP Lender. As adequate protection for the use of cash collateral, the Trustee will be granted valid, binding, enforceable, non-avoidable and perfected priority replacement liens on all Post-Petition Collateral and the proceeds, rents, products and profits therefrom, whether acquired or arising before or after the Petition Date, to the same extent, priority and validity that existed as of the Petition Date and all of the assets of the Debtor. A copy of the motion is available at https://urlcurt.com/u?l=fTpqzs from PacerMonitor.com. About Tampa Life Plan Village, Inc. Tampa Life Plan Village, Inc. d/b/a Unisen Senior Living in Tampa, Florida is a not-for-profit lifecare retirement. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01885) on April 5, 2024. In the petition signed by Ronald Shuck, director, the Debtor disclosed up to $50 million in assets and up to $500 million in liabilities. Judge Roberta A. Colton oversees the case. Steven R. Wirth, Esq., at Akerman LLP, represents the Debtor as legal counsel. TEREX CORP: Moody's Hikes CFR to Ba2 & Alters Outlook to Positive ----------------------------------------------------------------- Moody's Ratings upgraded Terex Corporation's corporate family rating to Ba2 from Ba3, probability of default rating to Ba2-PD from Ba3-PD, senior secured bank credit facility ratings to Baa2 from Baa3, and senior unsecured notes rating to Ba3 from B1. The outlook has been changed to positive from stable. The company's speculative grade liquidity ("SGL") rating was unchanged at SGL-1. The upgrade of Terex's ratings reflects Moody's Ratings' expectation for continued improvement in profitability driven by further margin expansion in Aerial Work Platforms (AWP). The company has also consistently expanded sales and margins at its Material Processing (MP) segment over the last several years. In addition, Terex's 2023 debt-to-EBITDA is low at 1.3 times and the company is expected to generate $200 million of free cash flow over the next 12 months. The positive outlook reflects Moody's Ratings' expectation that Terex's margin will benefit as the company ramps up production in its Monterrey, Mexico facility with limited operational disruption. Moody's Ratings also expects debt-to-EBITDA will be maintained around 1.3 times. RATINGS RATIONALE Terex's ratings reflect the company's good scale, healthy customer and geographic diversification and well established brands. Debt-to-EBITDA is low and expected to remain flat over the next 12-18 months. Although a decline in demand is not anticipated over the next few years, Terex does have exposure to cyclical end markets where demand for its Materials Processing (MP) and Aerial Work Platforms (AWP) products can shift rapidly. Moody's Ratings expects Terex will have low revenue growth in 2024 as price increases are partially offset by lower sales volume resulting from periodic supply chain issues and a slowing European market for its tower crane and material handling businesses. AWP profit margin will continue to increase over the next few years as the company ramps up production in its new AWP manufacturing facility in Monterrey, Mexico. However, Terex will continue to incur periodic manufacturing inefficiencies as the plant ramps. The SGL-1 speculative grade liquidity rating reflects Moody's Ratings' expectation that Terex will have very good liquidity over the next 12 to 18 months. Moody's Ratings expects the company will generate $200 million of free cash flow in the next year that will add to its $371 million cash balance at December 31, 2023. Terex also has full availability on the $600 million total in revolving credit facilities that expires in April 2026. The revolver has springing covenants that are tested when borrowings exceed 30% of the facility amount requiring minimum interest coverage of 2.5 times and maximum senior secured leverage of 2.75 times. Moody's Ratings does not expect the covenants will be tested over the next twelve months. However, if the covenants were tested Moody's Ratings expects the company to be in compliance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Terex grows revenue and diversifies its business while EBITA margin is sustained around 13%. The company would also need to maintain very good liquidity and conservative financial policies for a rating upgrade. The ratings could be downgraded if supplier challenges become more of a concern, debt-to-EBITDA approaches 3.0 times or liquidity weakens, including negative free cash flow. Also, if the company implements a more aggressive financial policy with an increased focus on acquisitions or shareholder returns the ratings could be downgraded. The principal methodology used in these ratings was Manufacturing published in September 2021. Headquartered in Norwalk, CT, Terex Corporation (NYSE: TEX) is a global manufacturer of material processing machinery and aerial work platforms. Terex designs, builds and supports products used in maintenance, manufacturing, energy, recycling, minerals and materials management, and construction applications. Terex engages with customers through all stages of the product life cycle, from initial specification to parts and service support. The company reports in two business segments: Materials Processing (MP) and Aerial Work Platforms (AWP). THRASIO HOLDINGS: Hires Centerview Partners as Investment Banker ---------------------------------------------------------------- Thrasio Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Centerview Partners LLC as financial advisor and investment banker. The firm will render these services: a. General Financial Advisory and Investment Banking Services: i. familiarize itself with the business, operations, properties, financial condition and prospects of the Debtors; ii. review the Debtors' financial condition and outlook; iii. assist in the development of financial data and presentations to the Debtors' Board of Directors, various creditors and other parties; iv. evaluate the Debtors' debt capacity and capital structures alternatives; v. participate in negotiations among the Debtors, and related creditors, suppliers, lessors, and other interested parties with respect to any of the transactions contemplated by the Engagement Letter; and vi. perform such other financial advisory services as may be specifically agreed upon in writing by the Debtors and Centerview. b. Restructuring Services: i. analyze various Restructuring6 scenarios and the potential impact of these scenarios on the value of the Debtors; and the recoveries of those stakeholders impacted by the Restructuring; ii. provide financial and valuation advice and assistance to the Debtors in developing and seeking approval of a Plan; iii. provide financial advice and assistance to the Debtors in structuring any new securities to be issued pursuant to the Restructuring; iv. assist the Debtors and/or participate in negotiations with entities or groups affected by the Restructuring; and v. if requested by the Debtors, participate in hearings before the bankruptcy court with respect to matters upon which Centerview has provided advice, including as relevant, coordinating with the Debtors and their advisors with respect to testimony in connection therewith. c. Financing Services: i. provide financial advice and assistance to the Debtors in structuring and effecting a Financing, identifying potential investors, and, at the Debtors' request, contacting such investors; ii. assist in the arranging of a financing, the due diligence process, and negotiating the terms of any proposed financing; and iii. assist in the arranging of negotiations of any amendments to any existing credit facilities, Series X financing, or otherwise required to support a Financing. The firm will be compensated as follows: (a) a monthly advisory fee of $150,000; (b) a restructuring fee in an amount equal to $9,000,000, payable at the closing thereof; (c) financing fees; (d) material amendment fee of $1,000,000 and may pay Centerview an additional fee of up to $2,000,000; and (e) reimbursement for expenses incurred. Samuel Greene, a partner at Centerview Partners, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Samuel Greene Centerview Partners LLC 31 West 52nd Street New York, NY 10019 Telephone: (212) 380-2650 Facsimile: (212) 380-2651 About Thrasio Thrasio -- https://www.thrasio.com/ -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Thrasio Holdings, Inc. and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Josh Burke, the Debtors' chief financial officer, signed the petitions. Judge Christine M. Gravelle oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Cole Schotz, P.C. as bankruptcy counsels; Katten Muchin Rosenman LLP as special counsel; Centerview Partners, LLC as investment banker; AlixPartners, LLP as financial advisor; and KPMG LLP as tax consultant. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. An ad hoc group of first lien lenders retained Gibson, Dunn & Crutcher, LLP as legal counsel and Sills Cummis & Gross P.C. as New Jersey counsel. ArentFox Schiff, LLP serves as counsel to Wilmington Savings Fund Society, FSB, the DIP agent. The prepetition first lien agent, Royal Bank of Canada, is represented by Simpson Thacher & Bartlett, LLP. THRASIO HOLDINGS: Hires Kirkland & Ellis as Bankruptcy Counsel -------------------------------------------------------------- Thrasio Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their attorneys. Kirkland & Ellis will render these services: (a) advise the Debtors regarding their powers and duties in the continued management and operation of their businesses and properties; (b) advise and consult the conduct of these Chapter 11 cases; (c) attend meetings and negotiate with representatives of creditors and other parties in interest; (d) take all necessary actions to protect and preserve the Debtors' estates; (e) prepare pleadings in connection with these Chapter 11 cases; (f) represent the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (g) advise the Debtors in connection with any potential sale of assets; (h) appear before the court and any appellate courts to represent the interests of the Debtors' estates; (i) advise the Debtors regarding tax matters; (j) take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and (k) perform all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases. The hourly rates of Kirkland's counsel and staff are as follows: Partners $1,195 - $2,465 Of Counsel $820 - $2,245 Associates $745 - $1,495 Paraprofessionals $325 - $625 In addition, Kirkland will be reimbursed for out-of-pocket expenses incurred. The Debtors paid Kirkland a total of $300,000 as an advance payment retainer. Matthew Fagen, a partner at Kirkland & Ellis LLP and Kirkland & Ellis International, LLP, also provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement? Answer: No. Kirkland and the Debtors have not agreed to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement. The rate structure provided by Kirkland is appropriate and is not significantly different from (a) the rates that Kirkland charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by Kirkland in representing the Debtors are consistent with the rates that Kirkland charges other comparable chapter 11 clients, regardless of the location of the Chapter 11 case. Question: If Kirkland has represented the Debtors in the 12 months prepetition, disclose Kirkland's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Kirkland's current hourly rates for services rendered on behalf of the Debtors range as follows: Billing Category U.S. Range Partners $1,195 - $2,465 Of Counsel $820 - $2,245 Associates $745 - $1,495 Paraprofessionals $325 - $625 Kirkland represented the Debtors from June 20, 2023 to December 31, 2023 before the petition date, using the hourly rates listed below: Billing Category U.S. Range Partners $1,195 - $2,245 Of Counsel $820 - $2,125 Associates $685 - $1,395 Paraprofessionals $295 - $575 Question: Have the Debtors approved Kirkland's budget and staffing plan, and, if so, for what budget period? Answer: Yes. More specifically, pursuant to the Interim DIP Order, the Debtors must furnish weekly budget and variance reports, which include detail regarding the fees and expenses incurred in these Chapter 11 cases by professionals proposed to be retained by the Debtors. Mr. Fagen disclosed in a court filing that the firms are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew C. Fagen, Esq. Francis Petrie, Esq. Evan Swager, Esq. Kirkland & Ellis LLP Kirkland & Ellis International LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: matthew.fagen@kirkland.com francis.petrie@kirkland.com evan.swager@kirkland.com About Thrasio Thrasio -- https://www.thrasio.com/ -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Thrasio Holdings, Inc. and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Josh Burke, the Debtors' chief financial officer, signed the petitions. Judge Christine M. Gravelle oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Cole Schotz, P.C. as bankruptcy counsels; Katten Muchin Rosenman LLP as special counsel; Centerview Partners, LLC as investment banker; AlixPartners, LLP as financial advisor; and KPMG LLP as tax consultant. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. An ad hoc group of first lien lenders retained Gibson, Dunn & Crutcher, LLP as legal counsel and Sills Cummis & Gross P.C. as New Jersey counsel. ArentFox Schiff, LLP serves as counsel to Wilmington Savings Fund Society, FSB, the DIP agent. The prepetition first lien agent, Royal Bank of Canada, is represented by Simpson Thacher & Bartlett, LLP. THRASIO HOLDINGS: Hires KPMG to Provide Tax Consulting Services --------------------------------------------------------------- Thrasio Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ KPMG LLP to provide tax consulting and tax compliance services. KPMG's services include: (a) prepare federal and state and local income tax returns and supporting schedules for the 2023 tax year; (b) prepare the applicable federal and state and local tax return(s) for the tax year immediately succeeding the tax year(s) covered by the Engagement Letters; (c) perform an analysis and migration of fixed asset data into fixed asset software for any newly acquired entities (on an as needed basis); (d) analyze Internal Revenue Code (IRC) Sec. 382 issues related to potential restructuring alternatives; (e) analyze net unrealized built-in gains and losses and Notice 2003-65 as applied to the ownership change, if any, resulting from or in connection with the restructuring; (f) analyze the Debtors' tax attributes; (g) analyze cancellation of debt income; (h) analyze the application of the attribute reduction rules under IRC Sec. 108(b) and Treas. Reg. Sec. 1.1502- 28; (i) analyze the tax implications of any internal reorganizations and proposal of restructuring alternatives; (j) perform cash tax modeling of the tax benefits or tax costs of restructuring alternatives; (k) analyze the tax implications of any dispositions of assets and/or subsidiary stock pursuant to the potential restructuring; (l) analyze accounting methods; (m) analyze potential bad debt, worthless stock, and retirement tax losses associated with the potential restructuring; (n) analyze the tax treatment of restructuring related costs; (o) analyze any proof of claims from tax authorities; and (p) provide the tax proof of claim summary schedule, the tax proof of claims, and supporting documentation where applicable. KPMG and the Debtors agreed to an annual fixed fee of $755,000 for the tax compliance services. The firm will be paid at these hourly rates: Partners $1,005 – $1,475 Managing Directors $1,005 – $1,369 Directors/Senior Managers $901 – $1,177 Managers $725 – $1,071 Senior Associates $532 – $816 Associates $389 – $493 In addition, the firm will be reimbursed for reasonable out-of-pocket expenses incurred. During the 90-day period prior to the petition date, KPMG received $1,095,500 from the Debtors for professional services performed and expenses incurred. Ryan Kelly, a principal at KPMG, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ryan J. Kelly KPMG LLP 1601 Market Street Philadelphia, PA 19103 Telephone: (267) 256-1602 Email: rjkelly@kpmg.com About Thrasio Thrasio -- https://www.thrasio.com/ -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Thrasio Holdings, Inc. and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Josh Burke, the Debtors' chief financial officer, signed the petitions. Judge Christine M. Gravelle oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Cole Schotz, P.C. as bankruptcy counsels; Katten Muchin Rosenman LLP as special counsel; Centerview Partners, LLC as investment banker; AlixPartners, LLP as financial advisor; and KPMG LLP as tax consultant. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. An ad hoc group of first lien lenders retained Gibson, Dunn & Crutcher, LLP as legal counsel and Sills Cummis & Gross P.C. as New Jersey counsel. ArentFox Schiff, LLP serves as counsel to Wilmington Savings Fund Society, FSB, the DIP agent. The prepetition first lien agent, Royal Bank of Canada, is represented by Simpson Thacher & Bartlett, LLP. THRASIO HOLDINGS: Seeks to Hire AlixPartners as Financial Advisor ----------------------------------------------------------------- Thrasio Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ AlixPartners, LLP as financial advisor. The firm will provide these services: (a) assist with the Debtors' inventory disposition strategy; (b) assist the Debtors with development and implementation of cash management strategies, tactics and processes under restructuring support and financing agreements; (c) assist the Debtors with development of their revised business plan, and such other related forecasts and supporting analyses; (d) assist the Debtors and their other advisors with the development and implementation of a restructuring strategy; (e) assist the Debtors and their other advisors with their communications, negotiations, due diligence, and other support requirements with outside parties; (f) assist the Debtors, their external legal counsel, and other advisors with the drafting and negotiation of, and due diligence and other support for, the financing agreements, plan restructuring and support agreements, plan of reorganization, and restructuring agreements and documentation; (g) assist the Debtors with the enhancement of their weekly cash receipts and disbursements forecast to include modifications related to a bankruptcy filing; (h) assist the Debtors and their external legal counsel in preparing the necessary documentation and financial support and disclosures to file bankruptcy petitions for each legal entity and complete all the necessary administrative requirements under Chapter 11 of the Bankruptcy Code; (i) assist the Debtors and their external legal counsel in preparing the necessary motions and support for first day and subsequent relief under Chapter 11 of the Bankruptcy Code. Provide expert witness testimony and other support as necessary; (j) as appropriate, assist the Debtors and their external legal counsel with the post-filing compliance, reporting and administrative requirements under Chapter 11 of the Bankruptcy Code and local jurisdictional rules and regulations; (k) provide support for internal (and external) communications strategy and execution; and (l) assist the Debtors with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. The firm will be paid at these hourly rates: Partner & Managing Director $1,225 - $1,495 Partner $1,200 Director $960 - $1,125 Senior Vice President $800 - $910 Vice President $640 - $790 Consultant $230 - $625 In addition, the firm will be reimbursed for reasonable out-of-pocket expenses incurred. The firm received a retainer in the amount of $500,000 from the Debtors. Holly Etlin, a partner and managing director at AlixPartners, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Holly S. Etlin AlixPartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Telephone: (212) 490-2500 Facsimile: (212) 490-1344 About Thrasio Thrasio -- https://www.thrasio.com/ -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Thrasio Holdings, Inc. and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Josh Burke, the Debtors' chief financial officer, signed the petitions. Judge Christine M. Gravelle oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Cole Schotz, P.C. as bankruptcy counsels; Katten Muchin Rosenman LLP as special counsel; Centerview Partners, LLC as investment banker; AlixPartners, LLP as financial advisor; and KPMG LLP as tax consultant. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. An ad hoc group of first lien lenders retained Gibson, Dunn & Crutcher, LLP as legal counsel and Sills Cummis & Gross P.C. as New Jersey counsel. ArentFox Schiff, LLP serves as counsel to Wilmington Savings Fund Society, FSB, the DIP agent. The prepetition first lien agent, Royal Bank of Canada, is represented by Simpson Thacher & Bartlett, LLP. THRASIO HOLDINGS: Seeks to Tap Cole Schotz as Bankruptcy Co-Counsel ------------------------------------------------------------------- Thrasio Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Cole Schotz PC as their bankruptcy co-counsel. The firm's services include: (a) advise the Debtors of their rights, powers, and duties in the continued operation and management of their assets and business; (b) advise the Debtors regarding local rules, practices and procedures including Third Circuit law; (c) provide certain services in connection with the administration of the Chapter 11 cases; (d) review and comment on proposed drafts of pleadings to be filed with the court; (e) appear in court and at any meeting with the United States Trustee and any meeting of creditors; (f) provide legal advice and services on any matter on which Kirkland & Ellis LLP may have a conflict or as needed based on specialization; (g) perform all other legal services for and on behalf of the Debtors which may be necessary or appropriate in the administration of their Chapter 11 cases; and (h) respond to creditor and party-in-interest inquiries directed to Cole Schotz. The hourly rates of the firm's counsel and staff are as follows: Members $585 - $1,475 Special Counsel $620 - $750 Associates $375 - $570 Paralegals $365 - $380 The standard hourly rates of the attorneys and paralegals primarily responsible for representing the Debtors are: Michael D. Sirota, Member $1,475 Warren A. Usatine, Member $1,150 Felice R. Yudkin, Member $850 Jacob S. Frumkin, Member $700 Conor McMullan, Associate $475 Frances Pisano, Paralegal $380 Danielle Delehanty, Paralegal $365 In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Cole Schotz received a retainer in the amount of $782,355. Michael Sirota, a shareholder at Cole Schotz, also provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Cole Schotz has never represented the client before. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz is currently formulating a budget and staffing plan, which it will review with the Debtors. Cole Schotz will file its budgets and staffing plans in connection with any and all applications for interim and final compensation they file these Chapter 11 cases. Mr. Sirota disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. Jacob S. Frumkin, Esq. Cole Schotz P.C. Court Plaza North 25 Main Street Hackensack, NJ 07601 Telephone: (201) 489-3000 Facsimile: (201) 489-1536 Email: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com jfrumkin@coleschotz.com About Thrasio Thrasio -- https://www.thrasio.com/ -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Thrasio Holdings, Inc. and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Josh Burke, the Debtors' chief financial officer, signed the petitions. Judge Christine M. Gravelle oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Cole Schotz, P.C. as bankruptcy counsels; Katten Muchin Rosenman LLP as special counsel; Centerview Partners, LLC as investment banker; AlixPartners, LLP as financial advisor; and KPMG LLP as tax consultant. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. An ad hoc group of first lien lenders retained Gibson, Dunn & Crutcher, LLP as legal counsel and Sills Cummis & Gross P.C. as New Jersey counsel. ArentFox Schiff, LLP serves as counsel to Wilmington Savings Fund Society, FSB, the DIP agent. The prepetition first lien agent, Royal Bank of Canada, is represented by Simpson Thacher & Bartlett, LLP. THRASIO HOLDINGS: Taps Katten Muchin Rosenman as Special Counsel ---------------------------------------------------------------- Thrasio Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Katten Muchin Rosenman LLP as special counsel. The firm will provide legal counsel to the Disinterested Directors of the Debtors in connection with these Chapter 11 cases, including providing advice in connection with fulfilling their duties pursuant to the Delegating Resolutions. The firm will be paid at these hourly rates: Partner $1,050 - $2,170 Of Counsel $1,015 - $1,750 Counsel and Special Staff $555 - $1,475 Associate $650 - $1,070 Paralegal $210 - $785 In addition, the firm will be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date, Katten received $450,000 in advance fee deposits from Thrasio. Steven Reisman, a partner at Katten Muchin Rosenman, also provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did the firm agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the firm professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. Question: If the firm represented the client in the twelve months prepetition, disclose its billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve months prepetition. If its billing rates and material financial terms have changed post-petition, explain the difference and reasons for the difference. Answer: From Katten's engagement by Thrasio on behalf of and at the sole direction of the Disinterested Directors, as of December 12, 2023, to the petition date, Katten followed the hourly billing rates set forth in this Declaration and set forth in Exhibit A of the Engagement Letter, attached to the Application as Exhibit 1 to the Order. Question: Have the Debtors approved the firm's budget and staffing plan, and if so, for what budget period? Answer: Yes. Katten, in conjunction with the Disinterested Directors, have developed a budget and staffing plan for these Chapter 11 Cases for the period from the Petition Date through and including May 31, 2024. Mr. Reisman disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven J. Reisman, Esq. Katten Muchin Rosenman, LLP 50 Rockefeller Plaza New York, NY 10020 Telephone: (212) 940-8700 Email: sreisman@katten.com About Thrasio Thrasio -- https://www.thrasio.com/ -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Thrasio Holdings, Inc. and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Josh Burke, the Debtors' chief financial officer, signed the petitions. Judge Christine M. Gravelle oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Cole Schotz, P.C. as bankruptcy counsels; Katten Muchin Rosenman LLP as special counsel; Centerview Partners, LLC as investment banker; AlixPartners, LLP as financial advisor; and KPMG LLP as tax consultant. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. An ad hoc group of first lien lenders retained Gibson, Dunn & Crutcher, LLP as legal counsel and Sills Cummis & Gross P.C. as New Jersey counsel. ArentFox Schiff, LLP serves as counsel to Wilmington Savings Fund Society, FSB, the DIP agent. The prepetition first lien agent, Royal Bank of Canada, is represented by Simpson Thacher & Bartlett, LLP. THRASIO HOLDINGS: Taps Kurtzman Carson as Administrative Advisor ---------------------------------------------------------------- Thrasio Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Kurtzman Carson Consultants LLC as administrative advisor. The firm's services include: (a) assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (f) provide such other processing, solicitation, balloting, and administrative services. Before the petition date, the Debtors provided the firm a retainer in the amount of $100,000. The firm will be paid at its standard hourly rates and will be reimbursed for expenses incurred. Evan Gershbein, executive vice president of Kurtzman, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Evan Gershbein Kurtzman Carson Consultants LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Telephone: (310) 823-9000 Email: egershbein@kccllc.com About Thrasio Thrasio -- https://www.thrasio.com/ -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Thrasio Holdings, Inc. and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Josh Burke, the Debtors' chief financial officer, signed the petitions. Judge Christine M. Gravelle oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Cole Schotz, P.C. as bankruptcy counsels; Katten Muchin Rosenman LLP as special counsel; Centerview Partners, LLC as investment banker; AlixPartners, LLP as financial advisor; and KPMG LLP as tax consultant. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. An ad hoc group of first lien lenders retained Gibson, Dunn & Crutcher, LLP as legal counsel and Sills Cummis & Gross P.C. as New Jersey counsel. ArentFox Schiff, LLP serves as counsel to Wilmington Savings Fund Society, FSB, the DIP agent. The prepetition first lien agent, Royal Bank of Canada, is represented by Simpson Thacher & Bartlett, LLP. THREE SISTERS: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- Three Sisters Transport, LLC asks the U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, for authority to use cash collateral and provide adequate protection. The Debtor seeks to use cash collateral to continue operating its trucking business and continue generating new cash collateral pursuant to the budget, with a 20% variance. The Debtor currently owns various trucks, trailers, and other associated property, some of which the Debtor owns outright, some of which it financed through certain lenders, and some of which it leases. Additionally, the Vasilev Declaration describes the Debtor's pre-petition factoring agreement with Love’s Solutions, LLC d/b/a Love's Financial and its pre-petition credit facility with Love's Travel Stops & Country Stores, Inc. for fuel purchases and maintenance on the trucks and trailers. Although Love's has a security agreement that applies to substantially all assets of the Debtor, including accounts receivable, Love's has not properly filed a UCC-1 against the Debtor, and therefore Love's liens are unperfected. On March 8, 2024, prior to the Petition Date, the Debtor reached out to Love's to advise of the possibility of a chapter 11 filing and to seek Love's consent to terms for the postpetition extension of the Love’s Factoring Agreement and Love’s Credit Facility. After initially indicating that Love's would be amenable to continuing both on a post-petition basis, Love's abruptly changed its position on the same day and immediately terminated the Debtor's ability to continue factoring its receivables under the Love's Factoring Agreement but did not provide a release to allow the Debtor to receive the proceeds of its future, non-factored, receivables despite the fact that Love's is fully collateralized by the receivables already transferred pursuant to the Love's Factoring Agreement. Consequently, Love's has and continues to collect funds relating to accounts that have not been purchased by Love’s and for which Love's has no perfected security interest. The Debtor maintains insurance on all of its trucks that serve as collateral to the Truck Lenders and provides maintenance for such trucks and trailers in the ordinary course of business. The insurance and maintenance programs provide an initial level of adequate protection to the Truck Lenders in ensuring that any loss of value resulting from the continued use of the trucks is minimized. In addition to insuring and maintaining the trucks and trailers, the Debtor proposes to pay adequate protection to the Truck Lenders in the amounts specified on the budget.This adequate protection amount is calculated based on the original purchase price of each truck and trailer, the estimated useful life of such truck and trailer, and the estimated salvage value of such truck and trailer at the end of its useful life. A copy of the motion is available at https://urlcurt.com/u?l=XIJbSE from PacerMonitor.com. About Three Sisters Transport, LLC Three Sisters Transport, LLC has been operating in the truck business since 2010 hauling freight throughout the US and Canada. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01133) on April 2, 2024. In the petition signed by Mihail "Mike" Vasilev, as authorized representative of the Debtor, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Charles M. Walker oversees the case. Marc Buchman, Esq., at MANIER & HEROD PC, represents the Debtor as legal counsel. TPT GLOBAL: Boosts Shareholder Value With MASL Partnership ---------------------------------------------------------- TPT Global Tech, Inc. and its subsidiary VuMe LLC are thrilled to unveil a 3-year strategic partnership with the Major Arena Soccer League (MASL) to broadcast their 2024 and 2025 professional indoor soccer seasons through the groundbreaking VuMe Super App. This alliance is set to showcase VuMe by live broadcasting over 150 indoor soccer games from teams including the Baltimore Blast, Harrisburg Heat, Kansas City Comets, Milwaukee Wave, St. Louis Ambush, Utica City FC, Chihuahua Savage, Dallas Sidekickers, Empire Strykers, Texas Outlaws, Monterrey Flash, San Diego Sockers, and Tacoma Stars. Unique to this partnership, VuMe will be the only MASL broadcast platform with the capability to simultaneously broadcast all games domestically and internationally, leveraging its exceptional global reach and streaming capabilities. MASL is a North American professional indoor soccer league that features teams playing coast-to-coast in the United States and Mexico. Fans are drawn to the highly skilled, fast-paced action as well as its high-scoring games. MASL is the highest level of arena soccer in the world. The league draws talent from a global talent pool with players from MLS, LigaMX, and many national professional teams. With a new management team, the MASL has grown in popularity and commercially. Former USMNT, MLS, and MIS stars like the great Pele, Landon Donovan, and Jermaine Jones all played in the league. Currently playing for the Empire Strykers is the former World Cup and Olympic gold medalist, midfielder Marco Jhonfai Fabián de la Mora from Mexico. This collaboration is not just a win for fans of indoor soccer but also represents a strategic move to enhance shareholder value for TPT Global Tech. Through VuMe's capability to broadcast live events globally, the partnership creates revenue potential from advertising and merchandising sales on the platform. The integration of MASL content is expected to attract a large, engaged audience, providing an attractive proposition for advertisers, and creating a new channel for merchandising opportunities. This increase in platform engagement and monetization opportunities is anticipated to drive revenue growth, directly contributing to enhanced value for TPT Global Tech shareholders. VuMe's state-of-the-art features are designed to maximize viewer engagement and interaction. High-definition streaming brings every moment of the game to life, while interactive tools like live chats and polls immerse fans in a community-centric viewing experience. Social sharing capabilities further extend the reach of MASL games, inviting fans worldwide to join in the excitement and fostering a global community of indoor soccer enthusiasts. "This partnership with the MASL not only showcases VuMe's innovative broadcasting capabilities but also aligns with our strategic goal to increase shareholder value through enhanced platform engagements and new revenue streams," said Stephen Thomas, CEO of TPT Global Tech. "By bringing over 150 MASL games to a global audience, we are tapping into the vast potential for advertising and merchandising on the VuMe platform, setting the stage for exciting new revenue growth." This deal marks a significant milestone in the evolution of sports broadcasting and viewer engagement, promising to bring the excitement of MASL indoor soccer to fans around the world while driving growth and enhancing shareholder value for TPT Global Tech. This partnership between TPT Global Tech and the MASL represents a forward-thinking approach to sports broadcasting, leveraging cutting-edge technology to bring the world of indoor soccer to a global stage. Both organizations are enthusiastic about the potential of this collaboration to elevate the sport and provide fans with an immersive and engaging way to follow and interact live with their favorite teams and players. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology holding company based in San Diego, California. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe technology platform. As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. TPT offers software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration features. TPT Global reported a net loss attributable to the Company's shareholders of $61.50 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the Company's shareholders of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.05 million in total assets, $34.02 million in total liabilities, $58.25 million in mezzanine equity, and a total stockholders' deficit of $91.21 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 16, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Additionally, as of Sept. 30, 2023, the Company had an accumulated deficit totaling $109,549,957. This raises substantial doubts about its ability to continue as a going concern. TRINITAS ADVANTAGED: Seeks to Hire Moss Adams LLP as Tax Advisor ---------------------------------------------------------------- Trinitas Advantaged Agriculture Partners IV, LP and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of California to employ Moss Adams LLP as tax advisor. The Debtors need a tax advisor to perform certain tax services, including preparing required federal, state, and local returns for the tax year ending December 31, 2023, and other tax preparation and tax consulting services as requested. Moss Adams will be paid $75,000, plus an additional flat expense charge equivalent to 5 percent of charges, totaling $78,750 as compensation for services provided pursuant to the Business Entity Statement of Work (SOW), payable in three installments on April 20, May 20, and June 20, 2024. Moss Adams will also be paid $7,000 as compensation for services pursuant to the Personal Property SOW. The hourly rates of the firm's professionals for consulting services are as follows: Partner $650 – $685 Senior Manager $510 – $635 Manager $355 – $470 Senior $285 – $340 Staff $220 – $260 Eric Krienert, a partner at Moss Adams, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric Krienert Moss Adams LLP 3121 W. March Lane, Suite 200 Stockton, CA 95219 Telephone: (209) 955-6118 Email: eric.krienert@mossadams.com About Trinitas Advantaged Agriculture Partners IV LP Trinitas Advantaged Agriculture Partners IV, LP (TAAP IV) is an investment vehicle that was organized in 2015 to acquire, develop, cultivate, and operate primarily almond ranches in the Central Valley of California. TAAP IV owns and, through Trinitas Farming LLC, operates 17 almond ranches, each of which is held by a separate subsidiary, covering 7,856 planted acres in Solano, Contra Costa, San Joaquin, Fresno, and Tulare Counties. Trinitas and its affiliates filed voluntary Chapter 11 petitions (Bankr. N.D. Calif. Lead Case No. 24-50211) on Feb. 19, 2024. At the time of the filing, Trinitas reported $100 million to $500 million in both assets and liabilities. Judge Dennis Montali oversees the cases. The Debtors tapped Keller Benvenutti Kim, LLP as legal counsel and Moss Adams LLP as tax advisor. Donlin, Recano & Company, Inc. is the claims and noticing agent. TRIPLE 7: Seeks to Hire Jorjani Law Office as Legal Counsel ----------------------------------------------------------- Triple 7 Commodities Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Jorjani Law Office as counsel. The firm will render these services: (a) advise the Debtor with respect to the continued operation of its business and management of its property; (b) assist bankruptcy counsel; (c) coordinate Kentucky-based mining and coal washing operations with Winston-Salem-based management; and (d) be present at bankruptcy court hearings, as needed. David Jorjani, Esq., an attorney at Jorjani Law Office, will be billed at his hourly rate of $250 for legal services and $150 per hour for mineral title work. Mr. Jorjani disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Jorjani, Esq. Jorjani Law Office 380 Jorjani Drive Corbin, KY 40701 Telephone: (606) 521-7100 Email: jorjanilaw@gmail.com About Triple 7 Commodities Inc. Triple 7 Commodities Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-50162), listing $10,000,001-$50 million in both assets and liabilities. The petition was signed by Damian H. Caldwell as president and CEO. Judge Lena M. James oversees the case. The Debtor tapped Philip Sasser, Esq., at Sasser Law Firm and David Jorjani, Esq., at Jorjani Law Office as counsel. TRUCK & TRAILER: Ordered to File Plan and Disclosures by July 19 ---------------------------------------------------------------- Judge Donald R. Cassling has entered an order that Truck & Trailer Leasing Avenue LLC is required to file its Plan of Reorganization and Disclosure Statement on or before Friday, July 19, 2024. Truck & Trailer Leasing Avenue LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 24-04137) on March 21, 2024. The Debtor estimated assets and debt of $10 million to $50 million as of the bankruptcy filing. MODESTAS LAW OFFICES, P.C., led by Saulius Modestas, is the Debtor's counsel. TRULEUM INC: BF Borgers CPA Raises Going Concern Doubt ------------------------------------------------------ Truleum, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed that there is substantial doubt about the Company's ability to continue as a going concern. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 4, 2024, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. The Company has accumulated net losses of approximately $9.3 million as of December 31, 2023. These losses have had an adverse effect on the Company's financial condition, stockholders' equity, net current assets, and working capital. The Company will need to generate higher revenues and control operating costs in order to attain profitability. There can be no assurances that the Company will be able to do so or to reach profitability. The Company expects losses to continue for the foreseeable future. The Company also expects that expenses will increase significantly as it seeks to operate additional wells at the Logan Project and rework, restart, and recomplete existing wells at the Logan Project and elsewhere following future acquisitions, if any. The Companys may never succeed in implementing its business strategy and, even if it does, the Company may never generate revenues that are significant or large enough to achieve profitability. If it does achieve profitability, the Company may not be able to sustain or increase profitability on a quarterly or annual basis. The Company's failure to become and remain profitable would decrease the value of the Company and could impair its ability to raise capital and acquire and operate additional properties. As of December 31, 2023, the Company had $2 million in total assets, $4.7 million in total liabilities, and $2.7 million in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/mr3ztedv About Truleum Inc. Truleum, Inc. operates as an independent oil and natural gas producer. The Company focuses to acquire and develop existing crude oil and natural gas properties. Truleum serves customers in the United States. TURBO BUYER: Cliffwater Marks $8.3MM Loan at 32% Off ---------------------------------------------------- The Cliffwater Corporate Lending Fund has marked its $8,387,953 loan extended to Turbo Buyer, Inc. to market at $5,719,340 or 68% of the outstanding amount, as of September 30, 2023, according to a disclosure contained in Cliffwater's Amended Form N-CSR for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on March 28, 2024. The Cliffwater Corporate Lending Fund is a participant in a First Lien Term Loan-Delayed Draw to Turbo Buyer, Inc. The loan accrues interest at a rate of 11.59% (SOFR+600) per annum. The loan matures on December 2, 2025. The Cliffwater Corporate Lending Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company operating as a diversified interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021. Cliffwater LLC serves as the investment adviser of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended). The Fund commenced operations on March 6, 2019. The Fund's fiscal year ends March 31. The Fund is led by president Stephen Nesbitt and treasurer Lance J. Johnson. The Fund can be reached through: Terrance P. Gallagher c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 UP RIGHT: Seeks to Hire Danny Lopez as Appraiser ------------------------------------------------ Up Right Transportation, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Danny Lopez. a professional from Louisiana, as appraiser. Mr. Lopez provide appraisal services to the Debtor's vehicles and equipment consisting of 6 big rig trucks and 13 trailers that need to be appraised as part of the estate. He will be paid $150 per piece of vehicle or equipment. As disclosed in a court filing, the appraiser is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Up Right Transportation, LLC Up Right Transportation LLC is a transportation company that hauls commercial equipment for short and regional jobs. Up Right Transportation sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-11429) on Aug. 24, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Robin R. De Leo, Esq., at The De Leo Law Firm LLC, is the Debtor's counsel. VAIL RESORTS: Moody's Affirms 'Ba2' CFR, Outlook Stable ------------------------------------------------------- Moody's Ratings affirmed Vail Resorts, Inc.'s Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating. Concurrently, Moody's affirmed the Ba3 rating for the company's existing $600 million senior unsecured notes due 2025. The outlook is stable. Moody's affirmed the Ba2 CFR to reflect that Vail's credit profile is within Moody's expectations for the rating category. Vail's gross debt-to-EBITDA leverage is about 3.5x for the last 12 month (LTM) period ended January 31, 2024 (2QFY24) and Moody's expects debt-to-EBITDA leverage will decline to a low 3x range over the next year through earnings growth. Vail's high and growing penetration of its Epic Pass products provides a relatively stable cash flow stream that helps mitigate weather exposure because passes are purchased in advance of the ski season. Consumer demand for skiing as well as spending on ancillary services such as dining, ski schools, and ski rentals remained very strong in the current ski season despite unfavorable weather conditions during the first half of the season. Additionally, Moody's expects the company to maintain very good liquidity over the next year with $812 million cash at end of January. The company has an undrawn $500 million revolver due 2026 issued by Vail Holdings, Inc. as well as an undrawn C$300 million credit facility due 2028 that supports the liquidity needs of Whistler Blackcomb (the "Whistler Credit Agreement"). Vail generated roughly $50 million in free cash flow after capital spending and dividends for the LTM period, and Moody's expects free cash flow to be in the range of $50 to $100 million over the next year. The affirmation of the Ba3 rating on the existing senior unsecured notes incorporates the correction of an error. Prior rating actions on the senior unsecured notes mistakenly did not reflect that the company's credit facility (revolver and term loan A) is secured by the stock of subsidiaries that guarantee both the notes and the credit facility and not additionally by an asset pledge of those guarantor subsidiaries. However, the affirmation also reflects that the credit facility has a pledge of stock of various non-guarantor subsidiaries that are owned by Vail Holdings, Inc., which is the credit facility borrower. The company estimates that a substantial portion of total reported EBITDA and total assets are held by these non-guarantor subsidiaries for the 12 months ended and as of January 31, 2024, respectively. The substantial amount of assets and EBITDA at these non-guarantor subsidiaries would enhance the recovery on the credit facility relative to the notes if the company were to default with the existing debt structure. As a result, the Ba3 rating continues to reflect Moody's view on estimated recovery on the senior unsecured notes with some loss absorption cushion for the credit facility. RATINGS RATIONALE Vail's Ba2 CFR reflects its moderate financial leverage with Moody's gross adjusted debt-to-EBITDA of about 3.5x for the trailing 12 months ended January 31, 2024. Moody's expects gross debt-to-EBITDA leverage will decline to the low 3x range over the next year through earnings growth. In addition, the rating is constrained by operating results that are highly seasonal and exposed to varying weather conditions and discretionary consumer spending. The company resumed its dividend in October 2021 after suspending it at the height of the pandemic in 2020. Vail was very aggressive with $500 million of share repurchases in FY23 that were funded by drawing some of the cash built up through debt offerings to enhance liquidity during the pandemic. Moody's expects Vail will continue to strategically add to its portfolio through acquisitions, and expects the company to maintain moderate leverage, which is strategically important to the company due to cyclical demand and the desire to maintain dividends. The Ba2 CFR is supported by Vail's leading position in the North American ski industry with a very strong portfolio of resorts, including some premier destinations that attract high income consumers and can command high prices. Additionally, Vail benefits from its good geographic diversification and high customer mix. High and growing Epic Pass penetration provides a stable revenue stream that helps partially mitigate weather exposure. Furthermore, the North American ski industry has high barriers to entry and has shown resiliency during weak economic periods, including the 2007-2009 recession and strong yield management during the 2020-2021 ski season when volume was hurt by pandemic-related restrictions. Additionally, Moody's expects Vail to maintain very good liquidity with an $812 million cash balance as of January 2024, sizable unused revolver capacity, and healthy operating cash flow generation. Very good liquidity provides flexibility to manage through a period of weak earnings and to reinvest through capital improvements and acquisitions. Vail also has flexibility to adjust capital spending depending and dividends on operating performance to preserve cash if necessary. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that debt-to-EBITDA leverage will decline to the low 3x range over the next year through earnings growth. The stable outlook also reflects that the company's very good liquidity provides flexibility to reinvest and manage should earnings be weaker than expected. The ratings could be upgraded if Vail reduces cyclical volatility, is able to sustain a strong EBITDA margin, and maintains good facility reinvestment. Vail would also need to sustain gross debt-to-EBITDA below 3.0x along with very good liquidity to be upgraded. The ratings could be downgraded if gross debt-to-EBITDA is sustained above 4x. Weak reinvestment, visitation declines, or margin deterioration could also lead to a downgrade. In addition, if there is a material weakening of liquidity for any reason, or the company's financial policies become more aggressive, including undertaking a large debt-funded acquisition, the ratings could be downgraded. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Vail Resorts, Inc. is a leading operator of mountain resorts and regional ski areas, operating 41 mountain resorts, with 36 in the US, one in Canada, three in Australia and one in Switzerland (55% controlling interest). The company is publicly traded (NYSE: MTN) and reported revenue of approximately $2.845 billion for the trailing 12 months ended January 31, 2024. VALLEY PORK: Unsecureds to Get Nothing in Plan ---------------------------------------------- Valley Pork, LLC, submitted a Plan and a Disclosure Statement. Valley Pork LLC was formed in 2001, by community banker Steven Krogmeier and Patterson Brothers Farms, LC. The business functioned as a wean-to-finish operation, procuring weaned pigs from sow shares from units managed by the Carthage Vet Clinic in Illinois. The operation finished the animals in Eastern Iowa in a mix of contract and owned finishing barns. The operation enjoyed success as evidenced by net worth increasing from $1,390,000.00 in 2009 to $13,200,000 in 2017. At its peak, Valley was marketing approximately 75,000 animals annually. In 2023, the swine industry suffered an unpresented downturn in margin due to plunging lean hog price, both impacting the sales price of weaned pigs and the hogs sold to packers. The downturn was caused by dynamic market conditions (plummeting lean hog prices exacerbated with high production costs) coupled with the impact of the United States Supreme Court's ruling that upheld California's Proposition 12. Ultimately, Debtor was presented with the options of turning over its assets to its primary under-secured creditors, or work through a Chapter 11 case to attempt to carve out value for its creditor body as a whole; Debtor chose the later. Given the relief bankruptcy has provided, and an opportunity to work through outstanding issues with secured creditors, Debtor believes it is now the best position to address remaining obligations with a return for certain creditors that did not exist through a state insolvency or Chapter 7 proceeding. General unsecured creditors are classified in Class 3, and claims will not receive a distribution. Payments and distributions under the Plan will be funded by the Debtor's recovery on the identified Remaining Assets. Any and all Causes of Action that are not expressly released or waived under this Combined Disclosure Statement and Plan of Liquidation are reserved and preserved and vest in the Post-Effective Date Debtor on the Effective Date. No Person may rely on the absence of a specific reference in this Combined Plan and Disclosure Statement or the Plan Supplement to any Cause of Action against it as any indication that the Post-Effective Date Debtor will not pursue any and all available Causes of Action against such Person. Attorney for the Debtor: Robert C. Gainer, Esq. CUTLER LAW FIRM, P.C. 1307 50th Street West Des Moines, IA 50266 Tel: (515) 223-6600 Fax: (515) 223-6787 E-mail: rgainer@cutlerfirm.com A copy of the Disclosure Statement dated March 22, 2024, is available at https://tinyurl.ph/biYlj from PacerMonitor.com. About Valley Pork Valley Pork, LLC filed Chapter 11 petition (Bankr. S.D. Iowa Case No. 23-01125) on Aug. 30, 2023, with $10 million to $50 million in both assets and liabilities. Casey Westphalen, managing director of Business Solution, signed the petition. Judge Lee M. Jackwig oversees the case. Robert C. Gainer, Esq., at Cutler Law Firm, and Frost, PLLC serve as the Debtor's bankruptcy counsel and accountant, respectively. VAPOTHERM INC: Secures $4M Senior Term Loan B Facility ------------------------------------------------------ Vapotherm, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commision that on March 26, 2024 the Company entered into an Amendment No. 7 to Loan and Security Agreement with SLR Investment Corp., as Collateral Agent, and the lenders party thereto. The Seventh Amendment established a $4.0 million senior secured term loan B facility. Borrowings under the Term Loan B Facility shall bear interest at a at a floating rate per annum equal to the sum of (a) 0.10%, plus (b) 8.30% plus (c) the 1-month CME Term SOFR plus the SOFR Adjustment. The aggregate principal amount outstanding under the Term Loan B Facility shall be due and payable on July 26, 2024. There is no scheduled amortization of the principal amounts of the loans outstanding under the Term Loan B Facility. Borrowings under the Term Loan B Facility are available from the Effective Date until the Term Loan B Facility Maturity Date and shall be conditioned on approval by the lenders' investment committee in its sole discretion. All other terms and conditions of the Term Loan B Facility, including the guarantees and security relating thereto are substantively identical to those provided for under the existing credit facilities under the Amended Loan and Security Agreement. About Vapotherm Exeter, NH-based Vapotherm, Inc. is a global medical technology company primarily focused on the care of patients of all ages suffering from respiratory distress, whether associated with complex lung diseases such as chronic obstructive pulmonary disease ("COPD"), congestive heart failure, pneumonia, asthma and COVID-19 or other systemic conditions. New York, NY-based Grant Thornton LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2024, citing that the Company incurred a net loss of $58.2 million and generated a cash flow deficit from operations of $24.3 million during the year ended December 31, 2023, and as of that date, the Company had stockholders' deficit of $55.3 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. VAST MOUNTAIN: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel ------------------------------------------------------------------ Vast Mountain Development, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ DeMarco Mitchell, PLLC as general counsel. The firm will provide these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The hourly rates of the firm's counsel and staff are as follows: Robert T. DeMarco, Esq. $400 Michael S. Mitchell, Esq. $300 Barbara Drake, Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $15,000 from John Owen, the Debtor's chief executive officer. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Vast Mountain Development Vast Mountain Development, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40499) on Mar. 4, 2024. In the petition signed by John Owen, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the case. DeMarco Mitchell, PLLC represents the Debtor as bankruptcy counsel. VHB FOODS: Hires Gilberto Cardona Hernandez as Accountant --------------------------------------------------------- VHB Foods, Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Gilberto Cardona Hernandez as accountant. Gilberto Cardona Hernandez will provide accounting services to the Debtor in relation to its Chapter 11 case. The firm will be paid $1,000 per month, plus reasonable out-of-pocket expenses incurred. Gilberto Cardona Hernandez disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gilberto Cardona Hernandez PO Box 366526 San Juan, PR 00936 Aguada, PR 00602 Tel: (787) 453-3678 Email: gilcardonacpa@gmail.com About VHB Foods, Corp. VHB Foods Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-00875) on March 5, 2024, listing $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Juan Carlos Bigas Valedon, Esq., at Juan C Bigas Law Office represents the Debtor as counsel. VPR BRANDS: Delays Filing of 2023 Annual Report ----------------------------------------------- VPR Brands, LP notified the U.S. Securities and Exchange Commission via Form 12b-25 that the Company's Annual Report on Form 10-K for the year ended December 31, 2023 will be delayed due to the additional time that was required to obtain and compile certain information required to be included in the Annual Report, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company expects to file the Annual Report within the 15-calendar day extension period. About VPR Brands Headquartered in Ft. Lauderdale, FL, VPR Brands, LP -- http://www.VPRBrands.com/-- is company engaged in the electronic cigarette and personal vaporizer business. VPR Brands disclosed in a Form 10-Q Report for the quarterly period ended September 30, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. According to VPR Brands, the Company has incurred losses since inception, including $128,029 during the nine months ended September 30, 2022, resulting in an accumulated deficit of $6,513,844 and working capital of $1,961,188 as of September 30, 2023. Moreover, the Company is in default in certain of its outstanding debt. VYCOR MEDICAL: Delays Filing of 2023 Annual Report -------------------------------------------------- Vycor Medical, Inc. notified the U.S. Securities and Exchange Commission via Form 12b-25 that the Company is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense due to the complexity of certain of its operations. The Company anticipates that it will file its Form 10-K within the grace period provided by Exchange Act Rule 12b-25. About Vycor Medical Vycor Medical, Inc. (OTCQB: VYCO) -- http://www.vycormedical.com-- provides the medical community with innovative and superior surgical and therapeutic solutions and operates two distinct business units within the medical device industry. Vycor Medical designs, develops and markets medical devices for use in neurosurgery. Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has incurred net losses since inception, including a net loss of $404,917 and $435,662 for the years ended December 31, 2022 and 2021 respectively, and has not generated sufficient cash flows from its operations. As of December 31, 2022, the Company had working capital deficiency of $551,433, excluding related party liabilities of $2,585,600. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. WC 6TH AND RIO: Trustee Taps B. Riley Advisory as Financial Advisor ------------------------------------------------------------------- Mark Shapiro, the trustee appointed in the Chapter 11 case of WC 6th and Rio Grande, LP, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ GlassRatner Advisory & Capital Group LLC, doing business as B. Riley Advisory Services, as his financial advisor. The firm's services include: (a) assist the trustee in developing financial projections and a liquidity projection model to help assess capital needs; (b) evaluate the viability of the estate's short-term and long-term cash flow forecast; (c) review historical and projected financial information; (d) identify and assess potential refinancing and restructuring alternative; (e) interact with trustee's counsel, the Debtor's counsel, lenders, and other capital sources; (f) assist in the estate's business activities; (g) assist the trustee in communications and negotiations with lenders, vendors, and other stakeholders; (h) work with the trustee's other professionals as needed; (i) assist the trustee in preparation of the information required pursuant to statutory reporting requirements related to the Chapter 11 proceeding; (j) assist with the preparation of reports for, and communications with, the Bankruptcy Court, creditors, and any other constituents; (k) review, evaluate, and analyze the financial ramifications of proposed transactions for which the trustee may seek bankruptcy court approval; (l) provide financial advice and assistance to the trustee and professionals in connection with a sale transaction; (m) assist the trustee in developing and supporting a proposed plan of reorganization, if any; (n) render bankruptcy court testimony in connection with the foregoing, as required, on behalf of the trustee; (o) lead the effort to secure financing, cash collateral use, and negotiate terms, if necessary; and (p) perform other financial advisory tasks as requested by the trustee. The firm will be paid at these rates: Senior Managing Directors $595 - 795 Directors & Managing Directors $395 - 595 Other Professionals $275 – 395 In addition, the firm will be reimbursed for reasonable out-of-pocket expenses incurred. Joel Murovitz, a director at B. Riley Advisory Services, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joel Murovitz B. Riley Advisory Services 3445 Peachtree Road, Suite 1225 Atlanta, GA 30326 Telephone: (470) 346-6834 Email: jmurovitz@brileyfin.com About WC 6th and Rio Grande WC 6th and Rio Grande, LP is a Single Asset Real Estate debtor debtor (as defined in 11 U.S.C. Section 101(51B)). WC 6th and Rio Grande sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-11040) on December 4, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Natin Paul, authorized signatory, signed the petition. Judge Shad Robinson oversees the case. Ron Satija, Esq. of Hayward PLLC represents the Debtor as legal counsel. Mark Shapiro was appointed as trustee in this Chapter 11 case. The trustee tapped Wick Phillips Gould & Martin, LLP as general bankruptcy counsel and GlassRatner Advisory & Capital Group LLC, doing business as B. Riley Advisory Services, as his financial advisor. WC 6TH AND RIO: Trustee Taps Wick Phillips as Bankruptcy Counsel ---------------------------------------------------------------- Mark Shapiro, the trustee appointed in the Chapter 11 case of WC 6th and Rio Grande, LP, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Wick Phillips Gould & Martin, LLP as general bankruptcy counsel. The firm's services include: (a) advise and consult on the conduct of the case; (b) attend meetings and negotiate with representatives of creditors and other parties in interest; (c) take all necessary actions to protect and preserve the estate; (d) prepare legal documents; (e) advise and represent the trustee in connection with any sale of assets of the estate; (f) analyze and, as appropriate, challenge the validity of liens against assets of the estate; (g) appear before the court and any other court to represent the interests of the estate; (h) potentially formulate, draft, and obtain confirmation of a Chapter 11 plan and all documents related thereto; and (i) perform all other legal services as may be necessary or appropriate in connection with representing the trustee in the case. The firm will be paid at these rates: Jason M. Rudd, Partner $820 Scott D. Lawrence, Partner $590 Catherine A. Curtis, Associate $535 Mallory Davis, Associate $405 Brenda Ramirez, Paralegal $205 In addition, the firm will be reimbursed for reasonable out-of-pocket expenses incurred. Jason Rudd, a partner at Wick Phillips Gould & Martin, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jason M. Rudd, Esq. Wick Phillips Gould & Martin, LLP 3131 McKinney Ave., Suite 500 Dallas, TX 75204 Telephone: (214) 692-6200 Email: Jason.rudd@wickphillips.com About WC 6th and Rio Grande WC 6th and Rio Grande, LP is a Single Asset Real Estate debtor debtor (as defined in 11 U.S.C. Section 101(51B)). WC 6th and Rio Grande sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-11040) on December 4, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Natin Paul, authorized signatory, signed the petition. Judge Shad Robinson oversees the case. Ron Satija, Esq. of Hayward PLLC represents the Debtor as legal counsel. Mark Shapiro was appointed as trustee in this Chapter 11 case. The trustee tapped Wick Phillips Gould & Martin, LLP as general bankruptcy counsel and GlassRatner Advisory & Capital Group LLC, doing business as B. Riley Advisory Services, as his financial advisor. WISCONSIN & MILWAUKEE HOTEL: Case Summary & 20 Top Unsec. Creditors ------------------------------------------------------------------- Debtor: Wisconsin & Milwaukee Hotel LLC 731 North Jackson Street, Suite 420 Milwaukee, WI 53202 Chapter 11 Petition Date: April 9, 2024 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 24-21743 Judge: Hon.l G. Michael Halfenger Debtor's Counsel: Michael P. Richman, Esq. RICHMAN & RICHMAN LLC 122 W. Washington Avenue Suite 850 Madison, WI 53703-2732 Tel: 608-630-8990 Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jackson Street Management, LLC, Mark Flaherty, as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CJ2R4XI/Wisconsin__Milwaukee_Hotel_LLC__wiebke-24-21743__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Cintas Trade Creditor $4,902 N56 W13605 Silver Spring Drive Menomonee Falls, WI 53051 2. City of Milwaukee $549,089 Office of the City Treasurer Customer Services Division PO Box 514062 Milwaukee, WI 53203-3462 3. Courtesy Products, Inc. Trade Creditor $5,663 10840 Linpage Place Saint Louis, MO 63132 4. CVENT Trade Creditor $10,524 PO Box 822699 Philadelphia, PA 19182-2699 5. Deluxe Branded Marketing Trade Creditor $2,281 PO Box 645633 Cincinnati, OH 45264-5633 6. Fitztgerald Consultancy Business Debt $2,500 44 East Mifflin Street Suite 305 Madison, WI 53703 7. Fortune Fish Company Trade Creditor $8,721 Lockbox 235263 Chicago, IL 60689-5263 8. Guest Tek Interactive Trade Creditor $3,947 1060 Lake Susan Drive Chanhassen, MN 55317 9. J.M. Brennan Inc. Trade Creditor $3,052 2101 W. St. Paul Avenue Milwaukee, WI 53233 10. JLL Business Debt $59,922 200 East Randolph Drive 43 Floor Chicago, IL 60601 11. Marriott Business Debt $129,190 International, Inc. 7750 Wisconsin Avenue Bethesda, MD 20814 12. Milwaukee World Festival Trade Creditor $10,000 BIN 88485 639 E. Summerrfest Place Milwaukee, WI 53202 13. Testa Produce, Inc. Trade Creditor $12,622 O2nd Dept 2105 PO Box 5905 Carol Stream, IL 60197-5905 14. Town Bank PPP Loan $383,555 9801 W. Higgins Road Des Plaines, IL 60018 15. Towne Park LLC Trade Creditor $9,000 PO Box 79349 Baltimore, MD 21279-0349 16. US Foodservice Inc. Trade Creditor $22,407 W137N9245 WI-45 Menomonee Falls, WI 53051 17. Vistar Corporation Trade Creditor $2,576 16639 Gale Way Avenue Hacienda Heights, CA 91745 18. Wisconsin & $2,000,000 Milwaukee Hotel Funding, LLC 311 E. Chicago Street Suite 510 Milwaukee, WI 53202 19. Wisconsin Housing $16,100,000 & Economic Development Authority (WHEDA) 611 W. National Avenue Milwaukee, WI 53204 20. Wolf's Dry Cleaners Trade Creditor $2,280 1354 N. Seventh Street Milwaukee, WI 53205 WORMHOLE LABS: Unsecured Owed $27.5M Get 95% of New Equity Interest ------------------------------------------------------------------- Wormhole Labs, Inc., filed a Disclosure Statement and a Plan of Reorganization. This Plan contemplates a for a reorganization of the Debtor based on its interests in two joint ventures: Wormhole Information Technology Systems, LLC, which owns technology and operates a business based on vegetation management for electric utilities, and Wormhole Tours, which owns technology relating to remote residential real estate showings. The Plan contemplates conversion of existing indebtedness to equity, and continued operations of the Reorganized Debtor until the sale of such interests occurs as set forth in Section 5.01.1. Under the Plan, Class V consists of General Unsecured Creditors, estimated by the the Debtor have claims totaling $27.5 million. Holders of Allowed General Unsecured Claims will receive pro-rata distributions representing 95% of the New Equity Interests in the Reorganized Debtor, with each holder of an Allowed General Unsecured Claim receiving a pro-rata share of such New Equity Interests in the Reorganized Debtor based on the percentage that such holder's Claim bears to the Class of Allowed General Unsecured Creditors. This Class is impaired. All cash necessary for the Reorganized Debtor to make payments pursuant to the Plan shall be obtained from operations of the Debtor and the sale Debtor's interests in Wormhole the Ventures, and any additional equity interests as deemed reasonable and necessary in the exercise of its business judgment. Attorneys for Wormhole Labs Inc: Mark C. Taylor, Esq. William R. "Trip" Nix, III, Esq. HOLLAND & KNIGHT, LLP 100 Congress Avenue, 18th Floor Austin, Texas 78701 Tel: (512) 685-6400 Fax: (512) 685-6417 A copy of the Disclosure Statement dated March 22, 2024, is available at https://tinyurl.ph/bzYvI from PacerMonitor.com. About Wormhole Labs Wormhole Labs develops a globally scalable new technology platform called Wormhole. It allows people and businesses anywhere in the world to 'teleport' to each other to interact, socialize, play, and shop as if they are actually present and physically walking around anywhere in the world. Wormhole Labs, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-11107) on Dec. 23, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Mark Mitroka as CAO and secretary. Judge Shad Robinson presides over the case. Mark C. Taylor, Esq. at HOLLAND & KNIGHT LLP represents the Debtor as counsel. WYTHE BERRY: $177M Sale of WV Complex to Fund Plan -------------------------------------------------- Wythe Berry Fee Owner LLC submitted a Disclosure Statement for its Amended Chapter 11 Plan of Reorganization. The Debtor owns a commercial real property complex located at 55 Wythe Avenue, Brooklyn, New York that is comprised of a 183-room luxury hotel, known as The William Vale Hotel (the "Hotel"), as well as office and retail space and parking (collectively, the "WV Complex"). The Debtor has entered into an agreement to sell the WV Complex to William Vale Owner LLC for a purchase price of $177,000,000, subject to the approval of the Bankruptcy Court. The purchase price payable to the Debtor, together with the Debtor's cash on hand, will fund the Distribution Fund from which holders of allowed claims and allowed interests will be paid in accordance with the Plan and the priorities of the Bankruptcy Code. The Debtor believes that any alternative to confirmation of the Plan would result in significant delays, litigation, and additional costs, which would ultimately lower the recoveries for all holders of allowed claims. On Jan. 9, 2024, the Debtor received a bid from William Vale Owner LLC (the "Stalking Horse Bidder"). Following extensive negotiations, the Stalking Horse Bidder increased its proposed purchase price to $177,000,000 in cash and assumption of certain liabilities (the "Stalking Horse Bid"). On Feb. 13, 2024, a purchase and sale agreement was executed by the Stalking Horse Bidder and the Debtor. The Debtor compared the Stalking Horse Bid against all other initial bids received and determined, and in consultation with the Notes Trustee and the Brokers, that the Stalking Horse Bid represented the highest and best bid for the Debtor because, among other terms, it was a cash offer for a higher purchase price than any other bid and contains other terms and conditions favorable to the Debtor. Under the Plan, Class 3 Unsecured Claims are impaired. Each holder of an Allowed Unsecured Claim shall receive its pro rata share of the remaining proceeds in the Distribution Fund promptly after the payment in full in Cash or adequate reserve being made by the Debtor of all of the following: (i) all regular closing costs and adjustments; (ii) Allowed Fee Claims; (iii) Allowed Administrative Claims (subject to the provisions of Section 2.1 above); (iv) Allowed Priority Claims (subject to the provisions of Section 2.3 above); (v) Allowed Senior Secured Claims; and (vi) Allowed Mechanic's Lien Claims. Class 3 is impaired. Holders of Allowed Unsecured Claims are entitled to vote to accept or reject the Plan. As of the date hereof, there are no pending Unsecured Claims. The Debtor does not anticipate that there will be any distribution to holders of allowed claims in Class 3 on the Effective Date. Class 4 Interest holders are unimpaired under the Amended Plan. Each holder of a Class 4 Interest shall receive its Pro Rata Share from the remaining proceeds in the Distribution Fund after the payment of all unclassified and classified allowed claims and post-Effective Date administrative claims in full. Net sale proceeds from the WV Complex shall be used solely to fund the distribution fund and utilized to satisfy payments consistent with the terms of the Plan. Attorneys for the Debtor: Stephen B. Selbst, Esq. Janice Goldberg, Esq. Steven B. Smith, Esq. Rodger T. Quigley, Esq. HERRICK, FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Tel: (212) 592-1400 Fax: (212) 592-1500 A copy of the Disclosure Statement dated March 22, 2024, is available at https://tinyurl.ph/tLQTy from PacerMonitor.com. About Wythe Berry Fee Owner Wythe Berry Fee Owner LLC is the titular owner of a commercial real property complex located in Brooklyn, New York, that includes The William Vale Hotel, one of Brooklyn's few luxury hotels. Wythe Berry Fee Owner is co-owned, indirectly, by Zelig Weiss and YGWV LLC, a wholly owned, direct subsidiary of All Year Holdings Limited, which is a debtor in a chapter 11 case also pending before Judge Martin Glenn. Weiss and YGWV each hold 50% of the membership interests in Member LLC, which, in turn, is the direct parent, and sole member, of Wythe Berry Fee Owner. YGWV purports to be the designated managing member of Member LLC and, thus, purports to control Wythe Berry Fee Owner. A group of noteholders, Mishmeret Trust Company Ltd., solely in its capacity as Trustee for the Series C Notes; Yelin Lapidot Provident Funds Management Ltd.; The Phoenix Insurance Company Limited; and Klirmark Opportunity Fund III L.P., filed an involuntary Chapter 11 bankruptcy petition against Wythe Berry Fee Owner LLC (Bankr. S.D.N.Y. Case No. 22-11340) on Oct. 6, 2022. The creditors are represented by Michael Friedman, Esq., at Chapman and Cutler LLP. Bankruptcy Judge Martin Glenn, who presides over the case, entered an Order for Relief in January 2023, allowing the bankruptcy proceedings against Wythe Berry Fee Owner LLC to proceed. Judge Glenn denied a request by hotel operator Zelig Weiss to dismiss the involuntary petition. Wythe Berry Fee Owner LLC is represented by law firm Herrick, Feinstein LLP. All Year Holdings Limited filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021, and is represented by Matthew Paul Goren, Esq., at Weil, Gotshal & Manges LLP. Weiss is represented by lawyers at Paul Hastings LLP. XPRESS MEDIA: Filing of Plan and Disclosures Extended to April 24 ----------------------------------------------------------------- Judge Laurel M. Isicoff has entered an order that the deadline for Xpress Media Printing, LLC to file the Amended Disclosure Statement and Chapter 11 Plan is extended from March 16, 2024 to April 24, 2024. Judge Laurel M. Isicoff has entered an order denying without prejudice the approval of disclosure statement of Xpress Media Printing LLC. The Debtor will have 45 days from the date of the hearing on Jan. 31, 2024, specifically March 16, 2024, to file an Amended Disclosure Statement and the Chapter 11 Plan. About Xpress Media Xpress Media owns a commercial building and adjacent parking lot located at 400-420 S State Rd 7, Plantation, FL valued at $807,740. The Debtor also owns another commercial building located at 748 NW 22 Rd, Ft Lauderdale, FL valued at $368,360. Xpress Media Printing LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18258) on Oct. 10, 2023. The petition was signed by Ricardo T. Rutherford as manager. At the time of filing, the Debtor estimated $1,179,000 in assets and $356,000 in liabilities. Judge Laurel M. Isicoff presides over the case. Drake Ozment, Esq. at OZMENT LAW, PA, is the Debtor's counsel. ZADA REHAB: Seeks Cash Collateral Access ---------------------------------------- Zada Rehab, LLC asks the U.S. Bankruptcy Court for the District of New Jersey for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay its ordinary and necessary business expenses. U.S. Small Business Administration is a secured lien creditor in the approximate sum of $652,000. It has a first priority lien on the Debtor's assets. In order (i) to adequately protect the Secured Creditor in connection with the Debtor's use of cash collateral, and (ii) to provide the Secured Creditor with adequate protection in respect to any diminution in the value of the Collateral that is subject to the Secured Creditor's security interest or lien as of the Petition Date, resulting from the stay imposed under 11 U.S.C. Section 362, or caused by the use of such Collateral by the Debtor, the Secured Creditor will have, (a) to the extent not heretofore granted or to the extent heretofore rendered ineffective pursuant to 11 U.S.C. Section 552, a valid and perfected replacement security interest and lien, superior to all other claims of creditors of the estate of the Debtor, in and upon all assets of the Debtor's estate. To the extent that the adequate protection provided in the proposed Order is determined to be insufficient, the Secured Creditor is granted a super-priority administrative claim having priority in right of payment over any and all other obligations, liabilities and indebtedness of the Debtor, now in existence or hereafter incurred by the Debtor and over any and all administrative expenses or priority claims of the kind specified in, or ordered pursuant to, Sections 326, 330, 331, 503(b), or 506(c) of the Bankruptcy Code pursuant to Section 507(b) of the Bankruptcy Code, provided, however, that the Secured Creditor superpriority administrative claim as provided will be subordinate to any Carve-Out claims. A copy of the motion is available at https://urlcurt.com/u?l=Yqhg04 from PacerMonitor.com. About Zada Rehab, LLC Zada Rehab, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-13446) on April 3, 2024. In the petition signed by Daniel Yousefzadeh, owner, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Brian W. Hofmeister, Esq., at Law Firm of Brian W. Hofmeister, LLC, represents the Debtor as legal counsel. ZOOZ POWER: Kesselman & Kesselman Raises Going Concern Doubt ------------------------------------------------------------ ZOOZ Power Ltd. disclosed in a Form 6-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed that there is substantial doubt about the Company's ability to continue as a going concern. Jerusalem, Israel-based Kesselman & Kesselman, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 31, 2024, citing that the Company has a current loss of NIS 50 million and a negative cash flow from operating activity of NIS 45.6 million in the year ended December 31, 2023. Such circumstances raise substantial doubt about the Company's ability to continue as a going concern. At December 31, 2023, the Company had NIS 48.8 million in total assets, NIS 20 million in total liabilities, and NIS 28.8 million in total equity. A full-text copy of the Report is available at https://tinyurl.com/2uta3j4k About ZOOZ Power Ltd. ZOOZ Power Ltd is engaged in research and development, marketing and sales of energy storage systems to support fast chargers for electric vehicles. The system is based on kinetic storage in flywheels. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Baonanas LLC Bankr. D.N.J. Case No. 24-13390 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/CLFWN7Y/Baonanas_LLC__njbke-24-13390__0001.0.pdf?mcid=tGE4TAMA represented by: Melinda D. Middlebrooks, Esq. MIDDLEBROOKS SHAPIRO, P.C. E-mail: middlebrooks@middlebrooksshapiro.com In re Benark, LLC Bankr. E.D. Pa. Case No. 24-11112 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/2BRFH7Y/BENARK_LLC__paebke-24-11112__0001.0.pdf?mcid=tGE4TAMA represented by: Maggie Soboleski, Esq. CENTER CITY LAW OFFICES, LLC E-mail: msoboles@yahoo.com In re 5 Star Developers, LLC Bankr. E.D. Tex. Case No. 24-40762 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/2B2D7XA/5_Star_Developers_LLC__txebke-24-40762__0001.0.pdf?mcid=tGE4TAMA represented by: C. Daniel Herrin, Esq. HERRIN LAW, PLLC E-mail: ecf@herrinlaw.com In re 7 Star Club Inc. Bankr. E.D. Tex. Case No. 24-40763 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/24YM2XQ/7_STAR_CLUB_INC__txebke-24-40763__0001.0.pdf?mcid=tGE4TAMA represented by: C. Daniel Herrin, Esq. HERRIN LAW, PLLC E-mail: ecf@herrinlaw.com In re Royal Empire USA LLC Bankr. E.D. Tex. Case No. 24-40766 Chapter 11 Petition filed April 1, 2024 See https://www.pacermonitor.com/view/OQHZO5A/Royal_Empire_USA_LLC__txebke-24-40766__0001.0.pdf?mcid=tGE4TAMA represented by: Robert T. DeMarco, III, Esq. DEMARCO MITCHELL, PLLC E-mail: robert@demarcomitchell.com In re OMB Realty Services Bankr. N.D. Ga. Case No. 24-53442 Chapter 11 Petition filed April 2, 2024 Filed Pro Se In re Santis & Argenta, LLC Bankr. S.D. Fla. Case No. 24-13236 Chapter 11 Petition filed April 3, 2024 See https://www.pacermonitor.com/view/2O4JMWQ/Santis__Argenta_LLC__flsbke-24-13236__0001.0.pdf?mcid=tGE4TAMA represented by: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: chad@cvhlawgroup.com In re Stephanie Graci Bankr. S.D. Fla. Case No. 24-13238 Chapter 11 Petition filed April 3, 2024 represented by: Chad Van Horn, Esq. In re Women's Health Institute of Stockbridge, LLC Bankr. M.D. Ga. Case No. 24-50510 Chapter 11 Petition filed April 3, 2024 See https://www.pacermonitor.com/view/L6VKUIA/Womens_Health_Institute_of_Stockbridge__gambke-24-50510__0001.0.pdf?mcid=tGE4TAMA represented by: Wesley J. Boyer, Esq. BOYER TERRY LLC E-mail: Wes@BoyerTerry.com In re Alliance Trans Inc. Bankr. N.D. Ill. Case No. 24-04859 Chapter 11 Petition filed April 3, 2024 See https://www.pacermonitor.com/view/UWGVDXA/Alliance_Trans_Inc__ilnbke-24-04859__0001.0.pdf?mcid=tGE4TAMA represented by: Steven A. Leahy, Esq. LAW OFFICE OF STEVEN A LEAHY PC E-mail: sleahy@it-lawyer.com In re Piece of the Rock Entertainment, LLC Bankr. E.D. Mich. Case No. 24-30621 Chapter 11 Petition filed April 3, 2024 See https://www.pacermonitor.com/view/7ZOMDUA/Piece_of_the_Rock_Entertainment__miebke-24-30621__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Zada Rehab, LLC Bankr. D.N.J. Case No. 24-13446 Chapter 11 Petition filed April 3, 2024 See https://www.pacermonitor.com/view/IODDAFY/Zada_Rehab_LLC__njbke-24-13446__0001.0.pdf?mcid=tGE4TAMA represented by: Brian W. Hofmeister, Esq. LAW FIRM OF BRIAN W. HOFMEISTER, LLC E-mail: bwh@hofmeisterfirm.com In re 1476 Myrtle Ave New LLC Bankr. E.D.N.Y. Case No. 24-41443 Chapter 11 Petition filed April 3, 2024 See https://www.pacermonitor.com/view/ZGMVNNI/1476_Myrtle_Ave_New_LLC__nyebke-24-41443__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Lyra Sela Thaqi Bankr. E.D.N.Y. Case No. 24-41432 Chapter 11 Petition filed April 3, 2024 represented by: Mercedes Diego, Esq. In re Rana MN Hassan Bankr. E.D.N.Y. Case No. 24-71304 Chapter 11 Petition filed April 3, 2024 See https://www.pacermonitor.com/view/5IKVDYY/Rana_MN_Hassan__nyebke-24-71304__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Salvatore Farino Bankr. E.D.N.Y. Case No. 24-41449 Chapter 11 Petition filed April 3, 2024 represented by: Gregory Flood, Esq. In re KOGV LLC dba Avena Ristorante Bankr. S.D.N.Y. Case No. 24-10574 Chapter 11 Petition filed April 3, 2024 See https://www.pacermonitor.com/view/D4XU4HI/KOGV_LLC_dba_Avena_Ristorante__nysbke-24-10574__0001.0.pdf?mcid=tGE4TAMA represented by: Karamvir Dahiya, Esq. DAHIYA LAW OFFICES LLC E-mail: karam@bankruptcypundit.com In re Karl Finley Bankr. M.D. Tenn. Case No. 24-01141 Chapter 11 Petition filed April 3, 2024 represented by: Henry Hildebrand, Esq. DUNHAM HILDEBRAND, PLLC In re Sweet Spot Rentals, LLC Bankr. S.D. Tex. Case No. 24-31523 Chapter 11 Petition filed April 3, 2024 See https://www.pacermonitor.com/view/R5KGJSY/Sweet_Spot_Rentals_LLC__txsbke-24-31523__0001.0.pdf?mcid=tGE4TAMA represented by: Michael L. Hardwick, Esq. MICHAEL HARDWICK LAW, PLLC E-mail: michael@michaelhardwicklaw.com In re Vincent Cabella Bankr. S.D. Tex. Case No. 24-31526 Chapter 11 Petition filed April 3, 2024 represented by: Leonard Simon, Esq. In re Arkansas Knoxville Hotel LP Bankr. E.D. Ark. Case No. 24-11109 Chapter 11 Petition filed April 4, 2024 See https://www.pacermonitor.com/view/R7J6RIY/Arkansas_Knoxville_Hotel_LP__arebke-24-11109__0001.0.pdf?mcid=tGE4TAMA represented by: Sheila F. Campbell, Esq. SHEILA F. CAMPBELL P.A. E-mail: campbl@sbcglobal.net In re Nita Diana Riccardi Bankr. N.D. Cal. Case No. 24-30230 Chapter 11 Petition filed April 4, 2024 represented by: Jeffrey Goodrich, Esq. In re Rycon LLC Bankr. D. Del. Case No. 24-10704 Chapter 11 Petition filed April 4, 2024 See https://www.pacermonitor.com/view/2JOES4A/Rycon_LLC__debke-24-10704__0001.0.pdf?mcid=tGE4TAMA represented by: Sean M. Beach, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP E-mail: sbeach@ycst.com In re Umerah Family Practice, LLC Bankr. M.D. Ga. Case No. 24-50520 Chapter 11 Petition filed April 4, 2024 See https://www.pacermonitor.com/view/2VZ3OFI/Umerah_Family_Practice_LLC__gambke-24-50520__0001.0.pdf?mcid=tGE4TAMA represented by: Wesley J. Boyer, Esq. BOYER TERRY LLC E-mail: Wes@BoyerTerry.com In re Arkadiy Khaimov Bankr. E.D.N.Y. Case No. 24-41456 Chapter 11 Petition filed April 4, 2024 represented by: Ilevu Yakubov, Esq. In re JVNLDG, LLC Bankr. E.D.N.Y. Case No. 24-41476 Chapter 11 Petition filed April 4, 2024 See https://www.pacermonitor.com/view/XMVPHRY/JVNLDG_LLC__nyebke-24-41476__0001.0.pdf?mcid=tGE4TAMA represented by: Francis E. Hemmings, Esq. LAW OFFICES OF FRANCIS E. HEMMINGS PLLC E-mail: general@hemmingssnell.com In re FT Do It Enterprises Bankr. S.D. Tex. Case No. 24-31544 Chapter 11 Petition filed April 4, 2024 See https://www.pacermonitor.com/view/NMO36KI/FT_Do_It_Enterprises__txsbke-24-31544__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Theracare Psychology and Wellness, Inc. Bankr. C.D. Cal. Case No. 24-10869 Chapter 11 Petition filed April 5, 2024 See https://www.pacermonitor.com/view/RARSGCI/Theracare_Psychology_and_Wellness__cacbke-24-10869__0001.0.pdf?mcid=tGE4TAMA represented by: Andy C. Warshaw, Esq. FINANCIAL RELIEF LAW CENTER, APC E-mail: awarshaw@bwlawcenter.com In re Jeffrey Chen Bankr. N.D. Cal. Case No. 24-30231 Chapter 11 Petition filed April 5, 2024 represented by: Arasto Farsad, Esq. In re Adrien Civil Bankr. D. Conn. Case No. 24-50234 Chapter 11 Petition filed April 5, 2024 In re Robert B. Pritt D.O., P.A. Bankr. M.D. Fla. Case No. 24-00464 Chapter 11 Petition filed April 5, 2024 See https://www.pacermonitor.com/view/XWZN3FA/ROBERT_B_PRITT_DO_PA__flmbke-24-00464__0001.0.pdf?mcid=tGE4TAMA represented by: Alan F. Hamisch, Esq. THE LAW OFFICE OF ALAN F. HAMISCH E-mail: alan@napleslitigation.com In re Karim Memarian Bankr. S.D. Fla. Case No. 24-13305 Chapter 11 Petition filed April 5, 2024 represented by: Chad Van Horn, Esq. In re Wilson Building Maintenance Inc Bankr. D. Kan. Case No. 24-10264 Chapter 11 Petition filed April 5, 2024 See https://www.pacermonitor.com/view/BAKAGDQ/Wilson_Building_Maintenance_Inc__ksbke-24-10264__0001.0.pdf?mcid=tGE4TAMA represented by: Mark J Lazzo, Esq. MARK J LAZZO PA E-mail: mark@lazzolaw.com In re Metro Courier Inc. Bankr. D. Kan. Case No. 24-10263 Chapter 11 Petition filed April 5, 2024 See https://www.pacermonitor.com/view/DXEPARY/Metro_Courier_Inc__ksbke-24-10263__0001.0.pdf?mcid=tGE4TAMA represented by: Mark J Lazzo, Esq. MARK JA LAZZO PA E-mail: mark@lazzolaw.com In re Francesco Marcello Bankr. E.D.N.Y. Case No. 24-41489 Chapter 11 Petition filed April 5, 2024 In re Michael Maranda Bankr. S.D.N.Y. Case No. 24-35338 Chapter 11 Petition filed April 5, 2024 represented by: Roman V. Gambourg, Esq. GAMBOURG LAW GROUP In re Emanuel R. Mori Bankr. W.D. Pa. Case No. 24-20807 Chapter 11 Petition filed April 5, 2024 represented by: Donald Calaiaro, Esq. In re Franklin Realty Ventures LLC Bankr. E.D. Va. Case No. 24-31318 Chapter 11 Petition filed April 7, 2024 See https://www.pacermonitor.com/view/KHOE6PI/Franklin_Realty_Ventures_LLC__vaebke-24-31318__0001.0.pdf?mcid=tGE4TAMA represented by: James E. Kane, Esq. KANE & PAPA, P.C. E-mail: jkane@kaneandpapa.com In re The W Company LLC Bankr. E.D. Va. Case No. 24-31320 Chapter 11 Petition filed April 7, 2024 See https://www.pacermonitor.com/view/KXPQHGI/The_W_Company_LLC__vaebke-24-31320__0001.0.pdf?mcid=tGE4TAMA represented by: James E. Kane, Esq. KANE & PAPA, P.C. E-mail: jkane@kaneandpapa.com In re Weinberg Properties LLC Bankr. E.D. Va. Case No. 24-31319 Chapter 11 Petition filed April 7, 2024 See https://www.pacermonitor.com/view/KN6LJDI/Weinberg_Properties_LLC__vaebke-24-31319__0001.0.pdf?mcid=tGE4TAMA represented by: James E. Kane, Esq. KANE & PAPA, P.C. E-mail: jkane@kaneandpapa.com In re Tysons Jewelry Enterprises LLC Bankr. E.D. Va. Case No. 24-10666 Chapter 11 Petition filed April 7, 2024 See https://www.pacermonitor.com/view/FTW22EA/Tysons_Jewelry_Enterprises_LLC__vaebke-24-10666__0001.0.pdf?mcid=tGE4TAMA represented by: Jonathan B. Vivona, Esq. VIVONA PANDURANGI, PLC E-mail: jvivona@vpbklaw.com In re Austin Grady Builders, LLC Bankr. D. Colo. Case No. 24-11698 Chapter 11 Petition filed April 8, 2024 See https://www.pacermonitor.com/view/M2PPJJY/Austin_Grady_Builders_LLC__cobke-24-11698__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey S. Brinen, Esq. KUTNER BRINEN DICKEY RILEY PC E-mail: jsb@kutnerlaw.com In re Donna Suzanne Ater Bankr. S.D. Miss. Case No. 24-00855 Chapter 11 Petition filed April 8, 2024 represented by: Craig Geno, Esq. In re Dewill Restaurant Management Inc. Bankr. E.D.N.Y. Case No. 24-41503 Chapter 11 Petition filed April 8, 2024 See https://www.pacermonitor.com/view/J6MCUMI/Dewill_Restaurant_Management_Inc__nyebke-24-41503__0001.0.pdf?mcid=tGE4TAMA represented by: Michael S. Kopelman, Esq. KOPELMAN & KOPELMAN LLP E-mail: kopelaw@kopelmannj.com In re Giao Thuy Nguyen Bankr. S.D. Tex. Case No. 24-31593 Chapter 11 Petition filed April 8, 2024 represented by: Susan Tran Adams, Esq. In re Guillermo's, LLC Bankr. W.D. Tex. Case No. 24-50623 Chapter 11 Petition filed April 8, 2024 See https://www.pacermonitor.com/view/44I4UXY/Guillermos_LLC__txwbke-24-50623__0001.0.pdf?mcid=tGE4TAMA represented by: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC. E-mail: wrdavis@langleybanack.com ********* 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. 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