/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240416.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 16, 2024, Vol. 28, No. 106 Headlines 139-58TH ST: Court Approves Disclosure Statement ABILITY AUTOS: Court OKs Final Cash Collateral Access AGILIS PARTNERS: TriLinc Global Marks $644,238 Loan at 36% Off ALPINE SUMMIT: Court OKs Cash Collateral Access on Final Basis AMERICAN HOME FITNESS: Seeks Chapter 11 Bankruptcy Protection AMERICAN TIRE: $1BB Bank Debt Trades at 16% Discount AMERICANAS SA: Calls for Extraordinary Gen. Assembly on May 10 ARCUTIS BIOTHERAPEUTICS: Appoints David Topper as CFO ASPEN JERSEY: Moody's Assigns 'B3' CFR, Outlook Stable ASTER HARDWOODs: Wins Cash Collateral Access on Final Basis ATLAS CAPITAL: Maria Yip Named Subchapter V Trustee AVENTIV TECHNOLOGIES: $1.03BB Bank Debt Trades at 27% Discount AVISON YOUNG: $135MM Bank Debt Trades at 20% Discount B.I.C. DESIGN: Wins Cash Collateral Access on Final Basis BAYTOWN CONVENTION: S&P Lowers 2021A Revenue Bonds Rating to 'B-' BLACKRIDGE CONSTRUCTION: Court OKs Interim Cash Collateral Access BLINK HOLDINGS: AB Private Marks $1.1MM Loan at 19% Off BLINK HOLDINGS: AB Private Marks $1.5MM Loan at 19% Discount BLINK HOLDINGS: AB Private Marks $894,184 Loan at 19% Off BOISSON INC: Caroline Djang Named Subchapter V Trustee BOISSON INC: Non-Alc Retailer Files for Chapter 11 Bankruptcy BUSINESS FINANCE: Chapter 15 Case Summary BYJU'S ALPHA: $1.20BB Bank Debt Trades at 82% Discount C. L. DALE: Files Emergency Bid to Use Cash Collateral CARESTREAM DENTAL: $335MM Bank Debt Trades at 17% Discount CARESTREAM DENTAL: $375MM Bank Debt Trades at 17% Discount CHIC LLC: Unsecureds Owed $1.2M to Recover 12% in Plan CMG MEDIA: $2.15BB Bank Debt Trades at 18% Discount COCO SUSHI: Files Emergency Bid to Use Cash Collateral COHU INC: S&P Withdraws 'BB-' Issuer Credit Rating, Outlook Stable CONTAINER STORE: $200MM Bank Debt Trades at 22% Discount DARLINGTON ROW: Voluntary Chapter 11 Case Summary DISPATCH ACQUISITION: Moody's Alters Outlook on B3 CFR to Negative EL TAPATIO: L. Todd Budgen Named Subchapter V Trustee ELEVATE TEXTILES: Moody's Alters Outlook on 'Caa1' CFR to Negative EMERALD ISLES: Unsecureds to be Paid in Full over 60 Months ENC PARENT: $450MM Bank Debt Trades at 17% Discount EQUALTOX LLC: Most Unsecured Claims vs. Debtors to Get 100% EUROBISTRO LLC: Wins Cash Collateral Access Thru May 14 EXPRESS INC: May File for Chapter 11 Bankruptcy FIVE POINT: S&P Upgrades ICR to 'B-' on Improving Credit Metrics FLEXERA SOFTWARE: Moody's Lowers Rating on 1st Lien Loans to B2 FORM TECHNOLOGIES: $175MM Bank Debt Trades at 26% Discount FOUR WIND: Neema Varghese Named Subchapter V Trustee GOLD STAR: Court OKs Cash Collateral Access Thru April 25 HELIUS MEDICAL: No Longer Complies With Stockholders' Equity Rule HIGH PLAINS RADIO: Court OKs Interim Cash Collateral Access ICON AIRCRAFT: Files for Chapter 11 Bankruptcy INFINITE BIDCO: $240MM Bank Debt Trades at 16% Discount J & S CONCEPTS: Creditors to Get Proceeds From Liquidation J C CONTRACTORS: Craig Geno Named Subchapter V Trustee JAGUAR HEALTH: Stockholders OK All Proposals at Special Meeting KOGV LLC: Jolene Wee of JW Infinity Named Subchapter V Trustee KRAEMER TEXTILES: Court OKs Deal on Cash Collateral Access LASERSHIP INC: $455MM Bank Debt Trades at 18% Discount LIFESCAN GLOBAL: $1.01BB Bank Debt Trades at 68% Discount LS GROUP: S&P Rates New $1.9 Billion Term Loan B Rated 'B' MAD PRODUCT: Court OKs Interim Cash Collateral Access MAEMAX MARKET: Unsecureds to Split $5K in Subchapter V Plan MAGELLAN INTERNATIONAL: Moody's Cuts Rating on Revenue Bond to Ba3 MARCHEY GROUP: Court OKs Interim Cash Collateral Access MCA NAPLES: Amy Denton Mayer Named Subchapter V Trustee MERCON COFFEE: Wins Cash Collateral Access on Final Basis MICHAELS COS: S&P Upgrades ICR to 'B-', Outlook Stable MISSOULA OVERSTOCK: Michael Thomson Named Subchapter V Trustee MMA LAW FIRM: Files for Chapter 11 Bankruptcy MORNING JUMP: Ordered to File Plan Disclosures by July 13 MOVING & STORAGE: Continued Operations to Fund Plan Payments MULLEN AUTOMOTIVE: To Focus on Near Term Commercial Opportunities NEELY GROUP: Court OKs Cash Collateral Access Thru April 30 NEW ANTHEM: Rebecca Redwine Named Subchapter V Trustee NEW HOPE CULTURAL: Moody's Cuts Rating on 2020A Revenue Bonds to B3 NGUYEN RAINBOW: Court OKs Cash Collateral Access Thru April 30 OVERSTOCKED MATTRESS: Michael Thomson Named Subchapter V Trustee PATHWAY VET: S&P Downgrades ICR to 'CCC+' on Cash Flow Deficits PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 25% Discount PENNSYLVANIA REAL ESTATE: Exits Chapter 11 Bankruptcy PHH MORTGAGE: Moody's Hikes CFR to B3 & Alters Outlook to Stable PLUTO ACQUISITION: $850MM Bank Debt Trades at 15% Discount PSG CONCRETE: Unsecured Creditors to Split $3K over 12 Months QHT-US INC: Court OKs Cash Collateral Access Thru May 1 QURATE RETAIL: Schedules First Quarter Conference Call for May 8 RENALYTIX PLC: Repays $1.1 Million of Convertible Bonds RUNNER BUYER: $500MM Bank Debt Trades at 28% Discount SANUWAVE HEALTH: Announces Preliminary Revenue Results for Q1 2024 SAS AB: Defers Interest Payments as Part of Chapter 11 Process SCO ENTERPRISES: Unsecureds to Split $90K over 60 Months SCREENVISION LLC: $175MM Bank Debt Trades at 20% Discount SOUND INPATIENT: $610MM Bank Debt Trades at 43% Discount SUPOR PROPERTIES: Court OKs Interim Cash Collateral Access SWAN LAKE FARM: Greta Brouphy of Heller Named Subchapter V Trustee TABOOLA.COM LTD: S&P Upgrades ICR to 'BB', Outlook Stable TENNESSEE VASCULAR: Seeks Cash Collateral Access TOPPOS LLC: Court OKs Cash Collateral Access Thru May 1 TRANSOCEAN LTD: Begins Private Offering of Notes Due 2029 and 2031 TRANSOCEAN LTD: Unit Commences Cash Tender Offers TRC COMPANIES: Moody's Cuts 1st Lien Loan to B3 on Refinancing Deal TREE HOUSE: Ruediger Mueller of TCMI Named Subchapter V Trustee TRINITY LEGACY: Court OKs Cash Collateral Access Thru June 30 TUPPERWARE BRANDS: Warns of Possible Chapter 11 Filing, Closure TWO JACKS FARM: Greta Brouphy of Heller Named Subchapter V Trustee VALOR AMMUNITION: Michael Thomson Named Subchapter V Trustee VANGUARD MEDICAL: Wins Cash Collateral Access Thru April 25 VBI VACCINES: Closes $2 Million Registered Direct Offering VG IMPERIAL: Court OKs Cash Collateral Access Thru July 1 VICTORIA'S SECRET: S&P Alters Outlook to Neg., Affirms 'BB-' ICR WALLAROO'S FURNITURE: Michael Thomson Named Subchapter V Trustee WESTERN DENTAL: $490MM Bank Debt Trades at 37% Discount WEWORK INC: Taps New Auditor After 5-Month Gap WOOF HOLDINGS: $138.5MM Bank Debt Trades at 23% Discount WORKINGLIVE TECHNOLOGIES: Wins Cash Collateral Access Thur May 29 WP NEWCO: $1.01BB Bank Debt Trades at 21% Discount WW INT'L: Finalizes Cooperation Deal Details XPLORE INC: Moody's Lowers CFR to Ca & Alters Outlook to Stable YAK TIMBER: Court Approves Disclosures and Confirms Plan [] Courts See 14 Big Chapter 11 Filings in 1st Week of April [^] Large Companies with Insolvent Balance Sheet ********* 139-58TH ST: Court Approves Disclosure Statement ------------------------------------------------ Upon the motion for the entry of an order approving an Amended Disclosure Statement for the Joint Plan of Reorganization for debtor 139-58th St LLC filed jointly by secured creditor LCP NPL XI, 2019 LLC, and the Debtor, Judge Jil Mazer-Marino has entered an order granting the Motion. The Disclosure Statement as modified is approved. The Secured Creditor and the Debtor are authorized and empowered to commence to distribute or cause to be distributed confirmation packages (the "Confirmation Packages"), containing a copy of the following to the holders of Claims in Classes 1, 2, 3, 4 and 5: a. the Disclosure Statement Approval Order; b. the Confirmation Hearing Notice; c. the Approved Disclosure Statement; and d. the Plan. If any claimant seeks to challenge the allowance of its claim for voting purposes or otherwise temporarily allow a claim for voting purposes, such claimant must serve on the Proponents and file with the Court a motion on or before the date that is 14 days prior to the Confirmation Hearing Date. The hearing on confirmation of the Plan will commence at 10:00 a.m. (prevailing New York Time) on May 15, 2024. Objections to confirmation of the Plan, if any must be filed and served no later than 5:00 p.m. (prevailing New York time) on May 8, 2024. The Contract of Sale but not the Occupancy Agreement (which will be approved by a separate Order or the Order of Confirmation), attached to the Approved (JMM) Disclosure Statement as Exhibit A is approved. The Broker Retention Agreement between the Debtor and Greiner Maltz Realty Company of New York (the "Debtor-Broker"), attached to the Approved (JMM) Disclosure Statement is approved. That the Bid Procedures are approved pursuant to Sections 363 and 1123. The Broker pursuant to the Retention Agreement between the Secured Creditor and Broker annexed to the Approved (JMM) Disclosure Statement as Exhibit D, will begin marketing the Property promptly for a sale to be conducted following entry of an order confirming the Plan, should such an order be entered, in accordance with the Bid Procedures provided there is no Termination Event. Following a Sale of the Property at public auction (if necessary), the Secured Creditor may submit an affirmation to confirm the results of the Sale of the Property. About 139-58th St LLC 139-58th St LLC is a limited liability company that has an address of 139 58th Street, Brooklyn, NY 11220 whose business consists of ownership and operating of the Property. The Property is an industrial building that is occupied by NYC Glass Corp., which is controlled by the Debtor's principal, Janet Rush. On Nov. 11, 2021, the Debtor filed its first petition for Chapter 11 bankruptcy relief (Bankr. E.D.N.Y. Case No. 21-42840). 139-58th St LLC sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-42151) on June 20, 2023, disclosing total assets of $6,060,000 and total liabilities of $4,920,000. The Hon. Nancy Hershey Lord is the case judge. Charles Wertman, Esq., in Rockville Centre, New York, is the Debtor's counsel. ABILITY AUTOS: Court OKs Final Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Ability Autos LLC and affiliates to use cash collateral, on a final basis, in accordance with the budget, with a 5% variance. As adequate protection for the use of cash collateral, the lenders are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent and priority they possessed as of the Petition Date only as to the diminution in value of their lien. That Debtor will make the following adequate protection payments on or before February 15, 2024: A. Automotive Finance Corporation, $750 B. Simmons First National Bank, $340 C. Stellar Bank, $428 The Debtor is directed to permit an Automotive Finance Corporation representative to conduct a lot audit to inspect any of the vehicles that represent AFC's collateral. The following conditions apply to AFC's collateral: a. In the case of a non-sale use (i.e., rental, lease, or other similar use) of a Secured Vehicle, the Debtor may use net proceeds over and above the monthly adequate protection payment to AFC in the ordinary course of its business. b. The Debtor will not enter into any non-sale use other than as contemplated in the AFC Loan Documents, without AFC’s prior written consent, with such consent not to be unreasonably withheld and to be provided or not within 24 hours of AFC's receipt from the Debtor of the proposed contract for use. In the event AFC fails to respond to the Debtor's request for consent within such 24-hour period, AFC shall be deemed to have accepted the proposed use. c. The Debtor may sell a Secured Vehicle for an amount sufficient to pay AFC the full amount owing on that vehicle as of the date of sale as indicated in the records of AFC. Absent written permission from AFC, the Debtor may not sell a Secured Vehicle for less than the Payoff Amount, and the Debtor may not dispose of any Secured Vehicle through trade. d. Upon the sale of a Secured Vehicle, all proceeds from the sale of such vehicle will be deposited into a separate deposit account to be established and maintained at a financial institution on the list of authorized depositories approved by the United States Trustee. e. Within 24 hours of the receipt of the proceeds from the sale of any Secured Vehicle, the Debtor will remit to AFC the Payoff Amount. The Debtor will be entitled to use all proceeds over and above the Payoff Amount in the ordinary course of its business. f. Upon the sale of a Secured Vehicle, the Debtor will provide written documentation to AFC that, in AFC's discretion, verifies the final sale of such vehicle, and within three business days of such verification AFC will provide the Debtor with the title to the vehicle. AFC will otherwise retain all vehicle titles. g. The Debtor will timely withhold, collect, segregate, and/or remit all postpetition taxes required to be made to any federal, state, or local entity, and may use cash collateral to do so. h. The Debtor will at all times maintain property and liability insurance on its assets and properties to the same extent and coverage as it had prepetition, and will timely pay all payments and perform all obligations required thereunder. i. Other than in accordance with the terms of the Note or for routine maintenance, the Debtor will not allow any Secured Vehicle to leave its premises until receipt of title from AFC. j. AFC is granted replacement liens on all post-petition property of the debtor to the same extent, validity, and priority as its prepetition lien, provided that AFC agrees it will not have a lien on bankruptcy causes of action. The holders of allowed secured claims with a perfected security interest in cash collateral will be entitled to a replacement lien in post-petition accounts receivable, contract rights, and deposit accounts to the same extent allowed and in the same priority as those interests held as of the Petition Date. A copy of the order is available at https://urlcurt.com/u?l=fbDSWE from PacerMonitor.com. About Ability Autos LLC Ability Autos, LLC and R.A.M. Advertizing, Inc. filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-30351) on January 31, 2024. Jarrod Martin, Esq., a practicing attorney in Houston, serves as Subchapter V trustee. At the time of the filing, Ability Autos disclosed up to $500,000 in both assets and liabilities while R.A.M. Advertizing disclosed up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Jeffrey P. Norman oversees the cases. Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor as bankruptcy counsel. AGILIS PARTNERS: TriLinc Global Marks $644,238 Loan at 36% Off -------------------------------------------------------------- TriLinc Global Impact Fund, LLC has marked its $644,238 loan extended to Agilis Partners Holding LLC to market at $411,748 or 64% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in TriLinc Global's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission. TriLinc Global is a participant in a Senior Secured Term Loan to Agilis Partners Holding LLC. The loan accrues interest at a rate of 12.80% Payment In Kind per annum. The loan matures on July 8, 2024. TriLinc Global Impact Fund, LLC was organized as a Delaware limited liability company on April 30, 2012 and formally commenced operations on June 11, 2013. As a result of the Company's LLC structure, the Company's unit holders have limited legal and financial liability for the obligations or debts of the Company. The Company makes impact investments in Small and Medium Enterprises, known as SMEs, which the Company defines as those businesses having less than 500 employees, primarily in developing economies that provide the opportunity to achieve both competitive financial returns and positive measurable impact. The fund is lead by Chief Executive Officer Gloria S. Nelund and Chief Financial Officer Mark A. Tipton. The fund can be reach through: TriLinc Global Impact Fund, LLC 1230 Rosecrans Avenue, Suite 605, Manhattan Beach, CA 90266 Tel: (310) 997-0580 Agilis is the largest producer of grains and oilseeds in Uganda through Asili Farms, the group's farming division. ALPINE SUMMIT: Court OKs Cash Collateral Access on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Alpine Summit Energy Partners, Inc. et al. to use cash collateral on a final basis, in accordance with the budget. Specifically, the Debtors are permitted to use the Sale Proceeds to pay $500,000 for the Critical Expenses and to use $16.391 million to make payments on uncontested and/or stipulated claims of statutory lienholders. Only funds from the STX Sale Proceeds will be used to pay the Critical Expenses. With the exception of the statutory lien claims asserted against the Lonie Mae Unit No A 2H, Porter Murphy 1H, and Swedish Chef 5H wells, payment of the stipulated amounts to the statutory lienholders in the amounts listed on the budget will be in full and final satisfaction of their respective statutory lien claims. The court said the Final DIP Order (as modified by the Prior Stipulations, the Paydown Order, and the Fourth Amended Stipulation) and the terms therein will remain in full force and effect, except to the extent the terms are modified therein. As previously reported by the Troubled Company Reporter, Prepetition, the Debtor HB2 Origination, LLC entered into the First Amended and Restated Credit Agreement dated September 30, 2022 with Bank7 to borrow up to $65 million under a reducing revolving line of credit at an interest rate that is the greater of 5% and the prime rate plus 1.75%. HB2 Origination, LLC's obligations under the Credit Agreement are guaranteed by certain Debtor and non-debtor subsidiaries and secured by certain of the Debtors' interests in producing assets and the proceeds thereof. On July 25, 2023, the Court entered the Bidding Procedures Order. The Bidding Procedures Order contemplated two sales: a sale of the South Texas Assets and a sale of the Giddings Assets. On August 31, 2023, the Court entered the Order (I) Approving the Sale of the South Texas Assets Free and Clear of Liens, Encumbrances, Claims and Interests, (II) Approving the Assumption and Assignment of Designated Executory Contracts and Unexpired Leases, and (III) Granting Related Relief . The Debtors received a cash purchase price of $83 million in connection with the sale of the South Texas Assets. The STX Sale Proceeds are held in a segregated account maintained by the Debtors pending further Court order. On October 31, 2023, the Court entered the Order (I) Approving the Sale of the Giddings Assets Free and Clear of Liens, Encumbrances, Claims, and Interests, (II) Approving the Assumption and Assignment of Designated Executory Contracts and Unexpired Leases, and (III) Granting Related Relief. The Debtors received a cash purchase price of $15.360 million in connection with the Giddings Sale. A copy of the order is available at https://urlcurt.com/u?l=QY8nXx from PacerMonitor.com. About Alpine Summit Energy Partners Alpine Summit Energy Partners Inc. and its affiliates develop, own, and operate oil and gas properties in several formations in Texas. Alpine Summit Energy Partners and its affiliates, including HB2 Origination, LLC, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90739) on July 5, 2023. In the petition filed by Craig Perry, CEO and Chairman of Board of Directors, Alpine Summit Energy Partners estimated assets up to $50,000 and liabilities between $500,000 and $1 million. Affiliate Ageron Energy II, LLC estimated $100 million to $500 million in assets and $1 million to $10 million in liabilities. Affiliate HB2 Origination, LLC estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Porter Hedges, LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; Huron Consulting Services, LLC as financial advisor; and White & Case LLP as special litigation counsel. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Reed Smith, LLP as bankruptcy counsel and Huron Consulting Services, LLC as restructuring advisor. Ryan Bouley of Huron serves as chief restructuring officer. AMERICAN HOME FITNESS: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Daniel Kline of The Street reports that an at-home fitness company has filed for Chapter 11 bankruptcy. American Home Fitness, while only a regional brand, has been around much longer than its famous rival Peloton. "As a locally owned and operated business since 2001, American Home Fitness understands and values our responsibility to the local communities that we operate in," the company shares on its website. The company makes and sells a vast array of exercise equipment ranging from old-school weights to all types of connected fitness devices. American Home Fitness takes a very customer-friendly approach. "Every member of our team is experienced using and maintaining every piece of equipment we sell. We are athletes, trainers and fitness experts. We listen to your needs and your goals, and we help you find the perfect equipment to help satisfy both," the company posted. American Home Fitness has tried to build a personal relationship with its customers. "We're not here to sell you the biggest, most expensive piece of equipment just because it's this month's promotion. We truly want to match you with the fitness equipment that you will use week after week because you genuinely enjoy using it, and it makes you feel good," the company added. Bankruptcy Filing American Home Fitness, based in suburban Detroit, filed for Chapter 11 bankruptcy protection on April 2, 2024. The company has assets between $1 and $10 million with liabilities between $100,000 and $500,000. The bankruptcy filing will allow the company to get out of leases for brick-and-mortar locations that have not performed well in the post-Covid era. "This company was performing really well," the company's legal representative Charles Bullock told Crain's. "In fact, during COVID, it had very strong years. Post-COVID, there's been a real decline in at-home exercise. Foot traffic is down significantly at their stores, and they still have leases that they have to pay on." The company's Chapter 11 bankruptcy filing said that there will be funds available for unsecured creditors. American Home Fitness intends to keep operating after its reorganization. American Home Fitness plans to honor the $12,500 in gift cards it has outstanding. "The debtor filed this bankruptcy to reorganize its financial affairs to better meet market demand in the current retail environment," the filing said. "The debtor is confident in its ability to emerge from its reorganization as a stronger, more efficient operation." About American Home Fitness Organized in 2001, American Home Fitness Co. LLC operates specialty retail locations across Michigan specializing in the sale of home fitness equipment. It is dedicated to providing families with quality fitness equipment to enhance each customer's lifestyle and health. American Home Fitness filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-43240) on April 2, 2024, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Eric R. Swanson, president, signed the petition. Judge Maria L. Oxholm presides over the case. Charles D. Bullock, Esq. at Stevenson & Bullock, P.L.C., is the Debtor's legal counsel. AMERICAN TIRE: $1BB Bank Debt Trades at 16% Discount ---------------------------------------------------- Participations in a syndicated loan under which American Tire Distributors Inc is a borrower were trading in the secondary market around 84 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $1 billion Term loan facility is scheduled to mature on October 23, 2028. The amount is fully drawn and outstanding. American Tire Distributors, Inc. distributes motor vehicle parts. The Company offers custom wheels, tires, and other related products. American Tire Distributor serves customers in the United States. AMERICANAS SA: Calls for Extraordinary Gen. Assembly on May 10 -------------------------------------------------------------- Alex Vasquez of Bloomberg News reports that Americanas called for an extraordinary general assembly on May 10, 2024, according to a company's filing late Wednesday. Among the topics to be discussed are: * To approve the reverse split of all the ordinary shares issued by the company * To approve an increase in the authorized capital limit to 435,084,497 ordinary shares * To approve the increase in the company’s share capital, in the amount of at least 12.4 billion reais, and a maximum of 41.2 billion reais, with the issue of at least 9,546,019,017 and a maximum of 31,693,837,340 new ordinary shares. About Americanas SA Americanas was one of the largest diversified retail chains in Brazil, with a wide platform of physical stores, robust e-commerce, fintech, and has just entered into the niche food retail. It is listed on B3, being indirectly controlled by billionaire Jorge Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles. The retailer nosedived in January 2023 after becoming mired in an accounting scandal. The firm filed for bankruptcy at a court in Rio de Janeiro on Jan. 19, 2023. Americanas sought protection under Chapter 15 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White & Case LLP, led by John K. Cunningham, is the U.S. counsel. ARCUTIS BIOTHERAPEUTICS: Appoints David Topper as CFO ----------------------------------------------------- Arcutis Biotherapeutics, Inc. announced that David Topper has been appointed chief financial officer effective April 10, 2024. He is replacing John Smither, who rejoined Arcutis as interim CFO in August 2023. Mr. Smither will remain at Arcutis through the end of April to ensure a smooth transition. "We could not be more pleased to welcome David as chief financial officer at this transformational time," said Frank Watanabe, president and CEO of Arcutis. "His extensive experience in finance, M&A, and capital markets will be a tremendous asset as we continue to advance the commercial operations of Arcutis and build the leading innovation-driven medical dermatology company. David has worked closely with us on numerous projects over the past four years, so knows both our company and segment well, and coupled with his unparalleled expertise in capital markets, I am confident he will be able to quickly put his stamp on our finance activities." Mr. Watanabe continued, "I cannot thank John enough for his incredible service to Arcutis over the past five years. He served as our first CFO, guiding us through a successful initial public offering and has brought an incredible depth and breadth of both financial acumen and dermatology experience from his 25+ year career in the pharmaceutical industry, culminating in now six successive CFO roles and service on multiple boards. His contribution to the success of Arcutis at a critical time cannot be overstated. We wish him well as he transitions to non-operating roles." "I am excited to join the amazingly strong Arcutis organization at this time," said Mr. Topper. "Arcutis has demonstrated consistent success over time, across clinical development, regulatory, business development, and commercialization. With a growing portfolio of commercial assets and another potential U.S. approval on the horizon, Arcutis is well positioned to achieve its patient-centric mission of advancing innovation in dermatology." Pursuant to the Offer Letter, Mr. Topper will receive an annual base salary of $515,000 (pro-rated for any partial service) and have a target annual performance bonus amount of 45% of his base salary (subject to achievement of certain performance goals, with a maximum achievement of 67.5% of his base salary), pro-rated for 2024. In addition, the compensation committee of the board of directors of the Company approved three equity awards: an option to purchase 310,000 shares of the Company's common stock, 110,000 restricted stock units and 60,000 performance stock units. The option will vest and become exercisable as to 25% of the shares subject to the option on April 10, 2024 and as to 2.0833% of the shares subject to the option on each monthly anniversary thereafter, subject to Mr. Topper's continued service through the applicable vesting date. The restricted stock units will vest as to 25% of the restricted stock units on each anniversary of April 10, 2024, subject to Mr. Topper's continued service through the applicable vesting date. The performance stock units shall vest based on performance criteria to be mutually established between the Company and Mr. Topper. Mr. Topper joins Arcutis from Inmagene Biopharmaceuticals, a global clinical stage pharmaceutical company, where he served as CFO. He has a proven record of leading and advising on capital markets activities including initial public offerings, follow-on offerings, mergers and acquisitions, debt financings, and derivatives. Prior to Inmagene, Mr. Topper held significant positions in various organizations, including serving as a partner for capital markets at General Atlantic and Frazier Life Sciences. He also acted as CFO and board director at Frazier Life Sciences Acquisition Corp. Previously, he served for six years as co-head of Equity Capital Markets, vice chairman, and chairman of the Commitments Committee at J.P. Morgan. Prior to JPM, Mr. Topper was at Morgan Stanley for 22 years, where he held a number of leadership positions including co-head of Equity Capital Markets and managing director. Mr. Topper holds an M.B.A. from Stanford University and a B.A. from Duke University. About Arcutis About ArcutisArcutis Biotherapeutics, Inc. (Nasdaq: ARQT) -- www.arcutis.com -- is a commercial-stage medical dermatology company that champions meaningful innovation to address the urgent needs of individuals living with immune-mediated dermatological diseases and conditions. With a commitment to solving the most persistent patient challenges in dermatology, Arcutis has a growing portfolio including two FDA approved products that harness our unique dermatology development platform coupled with our dermatology expertise to build differentiated therapies against biologically validated targets. Arcutis' dermatology development platform includes a robust pipeline with multiple clinical programs for a range of inflammatory dermatological conditions including scalp and body psoriasis, atopic dermatitis, and alopecia areata. Los Angeles, California-based Ernst & Young LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Feb. 27, 2024, citing that the Company has not yet met a requirement under its loan agreement to raise capital by April 1, 2024, has recurring losses from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ASPEN JERSEY: Moody's Assigns 'B3' CFR, Outlook Stable ------------------------------------------------------ Moody's Ratings assigned a B3 corporate family rating and a B3-PD probability of default rating to Aspen Jersey Topco Limited ("Aptos"), a provider of software solutions to retailers. Moody's Ratings concurrently withdrew the B3 CFR and B3-PD PDR of Aptos Canada Inc. The senior secured first lien bank credit facilities ratings where Aptos Canada Inc. is the issuer were affirmed at B3. The outlook is stable for both entities. The ratings affirmation is based on the company's recent performance and Moody's Ratings expectations of flat to low revenue growth and stable EBITDA margins that should lead to slightly lower leverage over the next 12-18 months. Moody's Ratings expects Aptos' software-as-a-service ("SaaS") revenue, accounting for 65% of total revenue in 2023, to remain stable while some volatility is likely for the non-recurring professional services segment. Debt-to-EBITDA leverage will remain in around 7.0x while free cash flow to debt will be in the low single digit area, over the same time period. RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. Aptos' B3 CFR reflects the company's highly leveraged capital structure, small scale relative to its enterprise software peers as well as the company's acquisition appetite. Moody's Ratings anticipates the company will deleverage from the current level as a result of modest EBITDA growth, continued decline in one-time expenses and growth in SaaS revenue. As such, Moody's Ratings expects debt-to-EBITDA (Moody's Ratings adjusted) to decline to around 7.0x over the next 12-18 months, from 7.3x for the 12-month period ended December 31, 2023. Although the retail sector has recovered since the pandemic, retailers are focused on cost reduction and Moody's Ratings projects Aptos' revenue to be flat this year and to grow in the low-single digit percentage range thereafter. SaaS revenue will remain stable but there is uncertainty regarding non-recurring portion of revenue, which includes the professional services and hardware segments. The rating is also constrained by the highly competitive nature of the enterprise software market, the company's niche position as a provider of retail software solutions to mid-market and large specialty retailers, and limited cash flow. Aptos' credit profile benefits from its good market position in the niche retail enterprise software market, geographic diversification with deployments to over 60 countries, and high customer renewal rates. Aptos' recurring subscription and support revenue is approximately 65%, a level that is below that of many rated enterprise software companies but which nevertheless provide good revenue and operating cash flow stability. The stable outlook reflects Moody's Ratings expectation for an incremental improvement in operation performance, stable margins and free cash flow to debt in the 3% to 4% range. The stable outlook also reflects expectation that adequate liquidity will be maintained. Moody's Ratings also expects Aptos to maintain adequate liquidity over the next 12-15 months. Sources of liquidity include approximately $32 million of projected balance sheet cash as of December 31, 2023, expectation for annual free cash flow of at around $15 million over the same time period, as well as full availability under its $40 million revolving credit facility due 2025. There are no financial maintenance covenants under the first lien term loans but the revolving credit facility is subject to a springing net first lien leverage ratio of 7.35x when the amount drawn exceeds 35% of the revolving credit facility. Moody's Ratings does not expect that Aptos will utilize its revolver over the next 12-15 months and projects the company will remain well in compliance with its financial covenant, if tested. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given Aptos' small scale and relatively high proportion of professional service revenues compared to many rated enterprise software peers, upgrade leverage hurdles are tighter than for many other B3 rated enterprise software companies. The ratings could be upgraded if Moody's Ratings expects debt-to-EBITDA (Moody's Ratings adjusted) to remain consistently under 5.5 times and free cash flow to debt greater than 7%. The ratings could be downgraded if Aptos faces top-line and earnings pressure such that debt-to-EBITDA (Moody's Ratings adjusted) is sustained above 8x, or liquidity deteriorates, including increased revolver usage or an inability to sustain positive free cash flow generation. Aptos is a leading provider of retail software solutions including point of sale software for mid-market retail. Aptos is majority owned by Goldman Sachs Merchant Banking Division, with remaining shares held by management. The company generated revenue of approximately $284 million for the last twelve months ended December 31, 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ASTER HARDWOODs: Wins Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of West Virginia authorized Aster Hardwoods, LLC to use cash collateral on a final basis, in accordance with the budget and its agreement with WesBanco Bank, Inc. As of the Petition Date, the Debtor is indebted to WesBanco under multiple loan agreements. The amount outstanding under the Loan Agreements and owed to Wesbanco is approximately $1.285 million. The Debtor and WesBanco agree that as security for the payment when due of the principal and interest of the Promissory Notes executed by Debtor payable to WesBanco, and of each and every other liability of the Debtor to WesBanco, the Debtor pledged and assigned to the Wesbanco a first lien security interest in all of the Debtor's personal property. The Debtor is permitted to use cash collateral until an Event of Default and the expiration of any Cure Period, solely to pay those expenses that are enumerated in the Budget, but only to the extent that collected funds are available. As adequate protection for any post-petition diminution in the value of WesBanco's interest in the Collateral, including without limitation the diminution in value resulting for the use of cash collateral, the use, sale or lease of any other Collateral, or the imposition of the automatic stay, within one business day of the entry of the Order the Debtor will make a one-time payment in the amount of $25,000 to Wesbanco and thereafter after that on a weekly basis, the Debtor will pay WesBanco an amount equal to $5,000. These events constitute an "Event of Default": (A) Debtor's use of the cash collateral to pay any obligation other than those specified in the Order or in the Budget, or Debtor's use of the cash collateral to pay any obligation in excess of the applicable amount specified in the Order or in the Budget; (B) Debtor's failure to make the payments required; (C) The entry of an order dismissing this bankruptcy case, converting the bankruptcy case to a case under chapter 7 of the Bankruptcy Code, appointing a trustee or examiner (whether under chapter 11 or chapter 7), or terminating the authority of Debtor to conduct or operate its business; or (D) Debtor materially violates any other court order, any rules or guidelines promulgated by the United States Trustee and that are applicable to Debtor and that materially adversely affect WesBanco. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=tUyZK5 from PacerMonitor.com. The Debtor projects $42,740 in total expenses for one month. 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 CAPITAL: Maria Yip Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 21 appointed Maria Yip, a certified public accountant and managing partner at Yip Associates, as Subchapter V trustee for Atlas Capital Investments, LLC. Ms. Yip will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Yip declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Maria M. Yip 2 S. Biscayne Blvd., Suite 2690 Miami, FL 33131 Tel: (305) 569-0550 Email: myip@yipcpa.com About Atlas Capital Investments Atlas Capital Investments, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101 (51B)). The company is based in San Jose, Calif. Atlas Capital Investments filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-05269) on November 21, 2023, with $10 million to $50 million in both assets and liabilities. Lynne A. Bui of Zephyr Asset Management, LLC, manager of Atlas Capital Investments, signed the petition. Judge Roberta A. Colton oversees the case. Buddy D Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor as legal counsel. AVENTIV TECHNOLOGIES: $1.03BB Bank Debt Trades at 27% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Aventiv Technologies LLC is a borrower were trading in the secondary market around 72.7 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.03 billion Term loan facility is scheduled to mature on November 1, 2024. The amount is fully drawn and outstanding. Carrollton, Texas-based Aventiv Technologies LLC is a diversified technology company that provides innovative solutions to customers in the corrections and government services sectors. Aventiv is the parent company to Securus Technologies and AllPaid. AVISON YOUNG: $135MM Bank Debt Trades at 20% Discount ----------------------------------------------------- Participations in a syndicated loan under which Avison Young Canada Inc is a borrower were trading in the secondary market around 80 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $135.5 million Payment-in-kind Term loan facility is scheduled to mature on March 12, 2029. The amount is fully drawn and outstanding. Avison Young (Canada) Inc. provides real estate services. The Company offers consulting, advisory, lease administration, investment and asset management, and mortgage services. Avison Young (Canada) serves customers worldwide. B.I.C. DESIGN: Wins Cash Collateral Access on Final Basis --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Missouri authorized B.I.C. Design Company to use cash collateral, on a final basis, in accordance with the budget. Sunflower Bank claims a secured interest in cash collateral of the Debtor by virtue of a UCC1 filing. The Debtor is directed to pay all expenses in the Budget when due, including insurance, and taxes, and the Sunflower Bank will be notified of any failure or inability to do so; provided, however, that the Debtor will only pay such expenses necessary to prevent irreparable injury to the Debtor's business and bankruptcy estate and will not pay insiders as that term is defined under Code Section 101(31) unless it is for reasonable and customary compensation for services performed. The Debtor is directed to pay Sunflower Bank, $1,000 a month beginning March 15, 2024 and the 15th of each month until further Order of the Court. Sunflower Bank is granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Debtor and the Debtor's bankruptcy estate that is the same type of property that the Sunflower Bank holds a pre-petition interest, lien or security interest to the extent of the validity and priority of such interests, liens, or security interests, if any. The amount of each of the Replacement Lien will be up to the amount of any diminution of Sunflower Bank's collateral position from the Petition Date. Any Replacement Lien granted will be effective and perfected upon the date of entry of the Interim Order without the necessity for the execution or recordation of filings of deeds of trust, mortgages, security agreements, control agreements, pledge agreements, financing statements or similar documents, or the possession or control by the Creditor of, or over, any property subject to the Replacement Lien. To the extent that the Replacement Lien prove inadequate to protect the Creditor from a demonstrated diminution in the value of collateral positions from the Petition Date, the Creditor is granted an administrative expense claim under 11 U.S.C. Section 503(b) with priority in payment under Code section 507(b). The Debtor will continue to maintain adequate and sufficient insurance on all its property and assets. A copy of the order is available at https://urlcurt.com/u?l=5jH6Qb from PacerMonitor.com. About B.I.C. Design Company B.I.C. Design Company sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40229-can11) on February 23, 2024. In the petition signed by John Hansen, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Cynthia A. Norton oversees the case. Colin Gotham, Esq., at Evans & Mullinix, P.A., represents the Debtor as legal counsel. BAYTOWN CONVENTION: S&P Lowers 2021A Revenue Bonds Rating to 'B-' ----------------------------------------------------------------- S&P Global Ratings lowered the rating on Baytown Convention Center Hotel's series 2021A first-lien senior hotel revenue bonds by five notches to 'B-' from 'BB+', and its rating on its series 2021B second-lien subordinated hotel revenue bonds by four notches to 'CCC+' from 'BB-'. S&P said, "The downgrades follow the rating actions we took on March 14, 2024, when we lowered the ratings on each series of bonds by one notch and placed the ratings on CreditWatch with negative implications as an interim step until we had an opportunity to update our financial forecast. As we noted at the time, we viewed additional downgrades to be likely." Baytown Municipal Development District (BMDD, a political subdivision of the state of Texas and the City of Baytown), issued its $18.055 million first-lien series 2021A hotel revenue bonds, $14.03 million second-lien series 2021B hotel revenue bonds, and $30.68 million series 2021C combination limited sales tax revenue and third-lien hotel revenue bonds. The series 2021C is backed by the sales taxes imposed by BMDD and rated 'AA-'. S&P said, "The hotel is not attracting expected demand and is significantly underperforming our base case forecast during ramp-up. In the 9 months since opening, Hyatt Regency Baytown's occupancy, ADR, and revenue per available room (RevPAR) are substantially below our base case forecast. In the first partial fiscal year after opening (ended September 2023), it has 21% occupancy, $137 ADR, and $29 RevPAR, materially underperforming against our initial forecast of 58% occupancy, $153 ADR, and $89 RevPAR. More recently, from October 2023 to February 2024, the hotel's occupancy grew to 38% and RevPAR to $51. The RevPAR was still only around 54% of what we originally expected. "Our original forecast for RevPAR was about 15%-20% lower than the project's market consultant. Neither estimate is aligning with actual results. Given its low volumes, RevPAR is about half of our projection while fixed costs (including a significantly higher-than-expected property insurance cost) persist even at lower occupancy levels. Our revised forecast assumes a slower and longer ramp-up with updated cost profile trajectory that tracks more closely in line with year-to-date (YTD) actual results. "Historically, the majority of our project finance hotel ratings have been assigned to projects in large, urban markets (such as those in Austin and Denver) that have an adjacent or nearby sizable convention center driving the majority of the hotel's bookings, with leisure and business travel augmenting room bookings as a smaller share of overall demand. While the Hyatt Regency Baytown does have internal meeting space, it is not located next to a separate, large convention center. Given the area growth drivers including corporate demand from the oil and gas industry, our original assumption was that these growth drivers could support the new hotel by attracting group and transient demand to this new destination-type hotel. However, group demand has been nearly negligible with average group occupancy at around 4% since opening, mostly from small corporate and private events (e.g., weddings and private parties). "What we observed in the hotel's weak initial ramp-up is that it attracted materially lower-than-expected demand from the hotels originally identified as competitive alternatives within about 15 miles of the new hotel. We based our assumptions pertaining to occupancy and ADR on the competitive set of hotel alternatives in the Houston airport area and downtown Baytown, which the project's market consultant also utilized based on its hotel and real estate experience. The lack of business activities and food and beverage (F&B) options in the hotel's area also seems to be a key contributor to the slower-than-expected ramp up. "The gap in our forecast versus actuals has been further amplified because of an unexpected increase in property insurance costs. The hotel was not able to obtain the original property insurance policy at opening, and is currently insured under a new policy. In fiscal year 2024, the hotel expects to pay $1.3 million in insurance premium, versus our original forecast of around $400,000. We expect in 2025 that an expected move to a different carrier beginning in May this year would likely result in a lower 2025 premium of around $1 million. For the hotel to achieve 1.0x debt service coverage ratio (DSCR) on its senior first-lien for FY 2025, occupancy and ADR needs to be at least 66% and $144 respectively, with a gross operating profit margin of at least 26%. "Our 'B-' senior debt rating and 'CCC+' subordinate debt rating reflect the project's reliance on reserves for upcoming debt service payments. Given weak ramp-up performance and higher-than-expected operating costs, we forecast an operating deficit of around $1.4 million for fiscal 2024. To support the hotel as it ramps up, the City of Baytown voted and approved a budget for fiscal 2024 to cover up to $1.5 million of the hotel's operating deficit. Although this funding from the City of Baytown is not in the project's structure or security package, we believe the deficit in fiscal 2024 would likely be offset by such support from the City of Baytown, which has track record of funding the operating deficit since the hotel opened in fiscal 2023. And we do not factor the city's support into our calculation of projected debt service coverage. "For the senior first-lien bond, we expect material draws of the first-lien debt service reserves of around $362,000 for fiscal 2024 and $1 million for fiscal 2025 under our base case forecast. Post first-lien debt service payments on April 1, 2024, the project has around $1.3 million in first-lien debt service reserve account (DSRA). We expect the next draw on the reserve to be in October 2024, and the next scheduled debt service payment is about $340,888 for the first-lien debt on Oct. 1, 2024. Starting from fiscal 2026, we expect the senior DSRA to refill gradually year over year, showing a recovery from slow ramp-up. Senior DSCR is above 1.0x from fiscal 2026 onward in our revised forecast. "The subordinate debt rating reflects our expectation that absent any future improvement of the hotel's operational and financial performance above our base-case projection, the obligations of the subordinate notes are unsustainable and we anticipate a default on the subordinate debt in October 2025 (the time to exhaust second-lien DSRA). Post second-lien debt service payments on April 1, 2024, the project has around $867,840 in the second-lien DSRA. The next debt service payment is $337,475 for the second-lien debt on Oct. 1, 2024, and we expect the project to make this subordinate debt service payment from draws of subordinate DSRA. "The CreditWatch negative placement of the ratings on both senior and subordinate debt reflects that there is potential for additional downgrades for both tranches. Our base case is our assessment of future performance based on slight improvement in occupancy and ADR in the last one to two months that may not be sustained. We will actively monitor the hotel's performance on a monthly basis, and if the hotel's performance does not improve, we will lower our forecast to reflect updated operating performance. "All else equal, we would likely lower both ratings if occupancy does not approach 42% or ADR remains below $141 for the next two quarters. "For subordinate debt, particularly if there are no positive developments in the hotel's performance, we anticipate a default on subordinate debt in October 2025, under our base case when we project the subordinate DSRA would be depleted. Absent favorable performance, we could lower the subordinate debt rating to 'CCC' before October 2024." BLACKRIDGE CONSTRUCTION: Court OKs Interim Cash Collateral Access ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Blackridge Construction, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, nunc pro tunc as of October 10, 2023. The Debtor and TD Bank entered into a Business Loan Agreement in 2011, with the Debtor executing a Promissory Note and a Commercial Security Agreement in the principal amount of $300,000. TD Bank perfected its security interest in the collateral by filing a UCC-1 Financing Statement and continuing with a UCC-3 Continuation Statement. The Debtor then executed a Change in Terms Agreement, increasing the principal amount of the TD Bank Note to $465,000 and amending the interest rate to the Wall Street Journal Prime Rate plus 1.5% with a floor rate of 4.75%. The Debtor then executed a Commercial Security Agreement and an Amended and Restated Revolving Term Note, extending the maturity date to August 30, 2018 and November 28, 2018. The Debtor notified TD Bank of the events of default and filed a lawsuit against the Debtor. In June 2021, the Debtor and TD entered into a Stipulation of Settlement, but the Debtor was unable to satisfy its payment obligations, leading to a Judgment in favor of TD Bank. On June 21, 2021, the Debtor and TD entered into a Stipulation of Settlement settling the TD Bank Lawsuit and setting forth payment terms. Unfortunately, the Debtor was unable to satisfy its payment obligations under the Stipulation of Settlement and on or about June 29, 2023, a Judgment was entered in favor of TD Bank in the amount of $325,832. On August 7, 2020, the Debtor and the U.S. Small Business Administration entered into a Loan Authorization and Agreement in the principal amount of $150,000. The SBA Note provided for a 30-year term and an interest rate of 3.75% per annum with payments in the amount of $731 per month commencing 12 months from the date of the SBA Note. In order to secure payment of the SBA Note, on August 7, 2020, the Debtor executed a security agreement which granted the SBA a lien in the Collateral, as set forth more fully therein. The liens granted in the SBA Security Agreement were duly perfected by the SBA by virtue of the filing of a UCC-1 financing statement with the New York Secretary of State on December 18, 2020, bearing Filing No. 202008177376499. Thereafter, on July 24, 2021, the Debtor and the SBA entered into a modification of the SBA Note, whereby the principal amount of the loan was increased to $500,000, and monthly payments were increased to $2,530 per month. As adequate protection, the Secured Creditors are granted replacement liens, on all of the Debtor's assets but only to the extent that said liens were valid, perfected and enforceable as of the Petition Date in the continuing order of priority of its pre-petition liens without determination therein as to the nature, extent and validity of said pre-petition liens and claims and to the extent Collateral Diminution occurs during the Chapter 11 case, subject to United States Trustee fees pursuant to 28 U.S.C. Section 1930, together with interest, if any, pursuant to 31 U.S.C. Section 3717 and any Clerk's filing fees. In addition, the Replacement Liens granted will not attach to the proceeds of any recoveries of estate causes of action under 11 U.S.C. Sections 542 through 553. To the extent that the Replacement Liens and other relief granted do not provide the Secured Creditors with adequate protection, the Secured Creditors are granted super-priority administrative expense claims in the order of their respective priority under 11 U.S.C. 507(b). The Replacement Liens and the Super-Priority Claims will be subordinate only to the fees and expenses of the Clerk of the Bankruptcy Court and the fees of the Office of the United States Trustee pursuant to 28 U.S.C. 1930(a) plus applicable interest on any such fees ) and the fees and expenses of the Sub V Chapter 11 Trustee in an amount not to exceed $10,000, and the fees and commissions of a hypothetical Chapter 7 Trustee in an amount not to exceed $5000. A final hearing on the matter is set for April 30, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=nMQUiC from PacerMonitor.com. About Blackridge Construction, LLC Blackridge Construction, LLC specializes in civil construction projects like bridges, dams, overhead structures, highway, roadwork and sitework projects including: moving dirt, placing asphalt and concrete, installing underground pipelines. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-22739) on October 10, 2023. In the petition signed by James C. Carroll, president, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Sean H. Lane oversees the case. Erica Aisner, Esq., at Kirby Aisner & Curley LLP, represents the Debtor as legal counsel. BLINK HOLDINGS: AB Private Marks $1.1MM Loan at 19% Off ------------------------------------------------------- AB Private Credit Investors Corporation has marked its $1,115,079 loan extended to Blink Holdings, Inc to market at $900,427 or 81% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in AB Private's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024. AB Private is a participant in a Delayed Draw Term Loan to Blink Holdings, Inc. The loan accrues interest at a rate of 11% (S + 5.50%; 1% Floor) per annum. The loan matures on November 8, 2024. AB Private Credit Investors Corporation is an externally managed, non-diversified, closed-end, management investment company that elected to be regulated as a business development company under the Investment Company Act of 1940, as amended was incorporated under the laws of the state of Maryland on February 6, 2015. The Fund was formed to invest in primary-issue middle-market credit opportunities that are directly sourced and privately negotiated. AB Private Credit Investors LLC serves as the Fund's external investment adviser. The fund is led by J. Brent Humphries, President and the Chairman of the Board, who is also the President of the Adviser; and Matthew Bass, Head of Private Alternatives and a member of AB's Operating Committee. The fund can be reach through: AB Private Credit Investors Corporation 405 Colorado Street, Suite 1500 Austin, TX 78701 Tel: (512) 721-2900 Blink Holdings, Inc., doing business as Blink Fitness -- https://www.blinkfitness.com/ -- offers an affordable gym membership with tons of gym equipment, certified personal training programs, and a free 30-minute start-up session. BLINK HOLDINGS: AB Private Marks $1.5MM Loan at 19% Discount ------------------------------------------------------------ AB Private Credit Investors Corporation has marked its $1,558,613 loan extended to Blink Holdings, Inc to market at $1,258,580 or 81% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in AB Private Credit's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024. AB Private is a participant in a Delayed Draw Term Loan to Blink Holdings, Inc. The loan accrues interest at a rate of 11% (S + 5.50%; 1% Floor) per annum. The loan matures on November 8, 2024. AB Private Credit Investors Corporation is an externally managed, non-diversified, closed-end, management investment company that elected to be regulated as a business development company under the Investment Company Act of 1940, as amended was incorporated under the laws of the state of Maryland on February 6, 2015. The Fund was formed to invest in primary-issue middle-market credit opportunities that are directly sourced and privately negotiated. AB Private Credit Investors LLC serves as the Fund's external investment adviser. The fund is led by J. Brent Humphries, President and the Chairman of the Board, who is also the President of the Adviser; and Matthew Bass, Head of Private Alternatives and a member of AB's Operating Committee. The fund can be reach through: AB Private Credit Investors Corporation 405 Colorado Street, Suite 1500 Austin, TX 78701 Tel: (512) 721-2900 Blink Holdings, Inc., doing business as Blink Fitness -- https://www.blinkfitness.com/ -- offers an affordable gym membership with tons of gym equipment, certified personal training programs, and a free 30-minute start-up session. BLINK HOLDINGS: AB Private Marks $894,184 Loan at 19% Off --------------------------------------------------------- AB Private Credit Investors Corporation has marked its $894,184 loan extended to Blink Holdings, Inc to market at $722,054 or 81% of the outstanding amount, as of December 31, 2023, according to a disclosure contained in AB Private's Form 10-K for the Fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024. AB Private is a participant in a Delayed Draw Term Loan to Blink Holdings, Inc. The loan accrues interest at a rate of 11% (S + 5.50%; 1% Floor) per annum. The loan matures on November 8, 2024. AB Private Credit Investors Corporation is an externally managed, non-diversified, closed-end, management investment company that elected to be regulated as a business development company under the Investment Company Act of 1940, as amended was incorporated under the laws of the state of Maryland on February 6, 2015. The Fund was formed to invest in primary-issue middle-market credit opportunities that are directly sourced and privately negotiated. AB Private Credit Investors LLC serves as the Fund's external investment adviser. The fund is led by J. Brent Humphries, President and the Chairman of the Board, who is also the President of the Adviser; and Matthew Bass, Head of Private Alternatives and a member of AB's Operating Committee. The fund can be reach through: AB Private Credit Investors Corporation 405 Colorado Street, Suite 1500 Austin, TX 78701 Tel: (512) 721-2900 Blink Holdings, Inc., doing business as Blink Fitness -- https://www.blinkfitness.com/ -- offers an affordable gym membership with tons of gym equipment, certified personal training programs, and a free 30-minute start-up session. BOISSON INC: Caroline Djang Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 16 appointed Caroline Djang, Esq., at Buchalter Law Firm, as Subchapter V trustee for Boisson Inc. Ms. Djang will be paid an hourly fee of $595 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. The compensation for her trustee administrator, Laurie Verstegen, is $270 per hour. Ms. Djang declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Caroline Djang, Esq. Buchalter Law Firm 18400 Von Karman Ave., Suite 800 Irvine, CA 92612 Phone: (949) 263-6586 Email: cdjang@buchalter.com About Boisson Inc. Boisson Inc. offers a vast portfolio, boasting over 125 brands of non-alcoholic wines, beers, spirits, aperitifs, and mixers, including brands owned by the Debtor. The Debtor operates 11 storefronts in major cities, including New York, Miami, Los Angeles, and San Francisco, amplified its digital presence through a growing e-commerce platform, and also launched a wholesale distribution channel. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12614) on April 4, 2024, with up to $10 million in both assets and liabilities. Sheetal Aiyer, chief executive officer, signed the petition. Judge Neil W. Bason oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P., represents the Debtor as legal counsel. BOISSON INC: Non-Alc Retailer Files for Chapter 11 Bankruptcy ------------------------------------------------------------- Ferron Salniker of Brewbound reports that adult non-alc retailer Boisson will be restructuring the company under chapter 11 bankruptcy protection, citing financial challenges amidst an "overly aggressive expansion plan" and the "inefficient deployment of capital." The announcement came via a letter to suppliers sent Friday morning from CEO Sheetal Aiyer, sharing that Boisson's board of directors determined that "entering into a restructuring process for the company to shift its operational focus is in the best interests of its creditors and other stakeholders." About Boisson Inc. Boisson Inc. offers a vast portfolio, boasting over 125 brands of non-alcoholic wines, beers, spirits, aperitifs, and mixers, including brands owned by the Debtor. Boisson Inc. operates 11 storefronts in major cities, including New York, Miami, Los Angeles, and San Francisco, amplified its digital presence through a growing e-commerce platform, and also launched a wholesale distribution channel. Boisson Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12614) on April 4, 2024. In the petition filed by Sheetal Aiyer, as chief executive officer, the Debtor estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Neil W. Bason oversees the case. The Debtor is represented by: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: rb@lnbyg.com BUSINESS FINANCE: Chapter 15 Case Summary ----------------------------------------- Chapter 15 Debtor: Business Finance Opportunities Fund, L.P. A&M Cayman 142 Seafarers Way, 2nd Fl P.O. Box 2507 George Town K1-1103 Cayman Islands Chapter 15 Petition Date: April 4, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10577 Judge: Hon. Philip Bentley Foreign Proceeding: Foreign Main Proceeding in the Cayman Islands Foreign Representative: Barry Lynch A&M Cayman 142 Seafarers Way, 2nd Fl P.O. Box 2507 George Town K1-1103 Cayman Islands Foreign Representative's Counsel: Warren E. Gluck, Esq. HOLLAND & KNIGHT LLP 31 W 52nd Street 12th Floor New York, NY 10019 Tel: (212) 513-3396 Fax: (212) 385-9010 E-mail: warren.gluck@hklaw.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is now available for download. Follow this link to get a copy today https://www.pacermonitor.com. BYJU'S ALPHA: $1.20BB Bank Debt Trades at 82% Discount ------------------------------------------------------ Participations in a syndicated loan under which BYJU's Alpha Inc is a borrower were trading in the secondary market around 18.2 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.20 billion Term loan facility is scheduled to mature on November 24, 2026. About $1.18 billion of the loan is withdrawn and outstanding. About BYJU's Alpha BYJU's Alpha, Inc. designs and develops education software solutions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10140) on February 1, 2024. In the petition signed by Timothy R. Pohl, chief executive officer, the Debtor disclosed up to $1 billion in assets and up to $10 billion in liabilities. Judge John T. Dorsey oversees the case. Young Conaway Stargatt & Taylor, LLP and Quinn Emanuel Urquhart & Sullivan, LLP serve as the Debtor's legal counsel. GLAS Trust Company LLC, as DIP Agent and Prepetition Agent, is represented in the Debtor's case by Kirkland & Ellis LLP, Pachulski Stang Ziehl & Jones, and Reed Smith. C. L. DALE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ C.L. Dale Construction, Inc. asks the U.S. Bankruptcy Court for the Western District of Virginia, Roanoke Division, for authority to use cash collateral in the amount of $50,000 and provide adequate protection. The Debtor requires the use of cash collateral to pay operating expenses. The Internal Revenue Service has a senior lien on the assets of the Debtor, i.e. accounts receivable, inventory, personal property, etc., and is secured with filed tax lien filed with the Virginia State Corporation Commission in September 2016. As of the petition date, approximately $10,000 is owed by the Debtor to the Internal Revenue Service under the tax lien filed with the SCC. The second lien of record was filed Samson Horus with the SCC on July 7, 2020, and the amount of the Samson Horus lien is unknown. In an effort to adequately protect the interests of the secured creditors, Internal Revenue Service and Samson Horus, and the pre-petition collateral for the Debtor's use of cash collateral, the Debtor is offering to provide the Secured Creditors with replacement liens pursuant to and in accordance with 11 U.S.C. section 361(2), in and to all property of the estate of the kind presently securing the indebtedness owing to the secured creditors purchased or acquired with the cash collateral of the Secured Creditors, up to the amount of the pre-petition cash collateral, as well as make adequate protection payments of $500 each month to the two Secured Creditors, commencing May 1, 2024, until confirmation of a plan. A copy of the motion is available at https://urlcurt.com/u?l=rIGhmc from PacerMonitor.com. About C. L. Dale Construction Services C. L. Dale Construction Services, LLC is a provider of construction and engineering services catering to the Southwest Virginia area. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Va. Case No. 24-70240) on April 3, 2024, with $482,367 in assets and $3,666,001 in liabilities. Christopher L. Dale, manager/sole member, signed the petition. Judge Paul M. Black presides over the case. Scot Farthing, Esq., at Farthing Legal, PC represents the Debtor as bankruptcy counsel. CARESTREAM DENTAL: $335MM Bank Debt Trades at 17% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Carestream Dental Inc is a borrower were trading in the secondary market around 83.3 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $335 million Term loan facility is scheduled to mature on September 1, 2024. The amount is fully drawn and outstanding. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CARESTREAM DENTAL: $375MM Bank Debt Trades at 17% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Carestream Dental Technology Inc is a borrower were trading in the secondary market around 83.1 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $375 million Term loan facility is scheduled to mature on September 1, 2024. The amount is fully drawn and outstanding. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CHIC LLC: Unsecureds Owed $1.2M to Recover 12% in Plan ------------------------------------------------------ Chic LLC submitted a Third Amended Chapter 11 Subchapter V Plan of Reorganization, dated April 5, 2024. The Debtor is a manufacturer of women's apparel, produced under the trademark Leon Levin. The Leon Levin brand was first trademarked by Leon Levin in 1931. The line was purchased by the Debtor in 1999. Manufacturing of the design is done overseas. Sales are made directly to the consumer through catalogue and online sales. Over the past three years, sales have averaged approximately $1.2 million. The Debtor filed the case primarily to reduce the SBA obligation and pay it with the Debtor's projected disposable income over the Plan period, and to restructure the Mountain One debt. Under the Plan, the secured claim of Mountain One will be restructured to a 10-year loan with interest at 7 percent. The payments to unsecured creditors under the Plan are equal to the Debtor's projected net disposable income over the course of the Plan as set forth in the budget. Such amount will exceed the liquidation value of the assets. The Debtor anticipates that such net disposable income will total approximately $148,000 and result in a distribution to general unsecured creditors of approximately 12%. The Plan contemplates that the Debtor will stay in business and return to positive cash flow. The Plan constitutes the Debtor's best efforts to repay creditors. Unsecured creditors would likely receive nothing if the Debtor were forced to liquidate. During the course of this case, the Debtor has been meeting its obligations under the adequate protection Order entered in this case. Further, in order to meet its obligation to pay the remaining balance to Mountain One on the 36th month, and in order to maintain operations to satisfy the Debtors obligations to other creditors over the 5-year life of the Plan, the Debtor anticipates obtaining new financing to replace the Mountain One debt. Given: (a) the reduction of the Mountain One debt through payments over the next 35 months; (b) the availability of additional equity in the real property owned by the Debtor's principal; and (c) the overall reduction of debt through the Plan, the Debtor believes such new financing is feasible. Under the Plan, Class 4 consists of Allowed General Unsecured Claims against the Debtor. Based upon the Debtor's Schedules, the Debtor estimates that there will be approximately $1,233,464 in Allowed Class 4 Claims (including the SBA's general unsecured claim). Each holder of an Allowed Class 4 Claim will receive its pro rata share of all of the Debtor's projected net disposable income over the five-year period following the Effective Date. Based on the attached Budget, the Debtor anticipates such amount to be approximately $148,000, and therefore projects that the total distribution to Class 4 Claimants will be approximately 12% of the allowed amount of such claim. Payments on account of Allowed Class 4 Claims will be made quarterly, within the first ten days of each quarter, beginning in the second quarter of 2024. Class 4 is impaired. The Plan will be funded from the Debtor's future earnings and income. Upon the Effective Date, the Debtor is authorized to take all action permitted by law, including, without limitation, to use its cash and other assets for all purposes provided for in the Plan and in its business operations, and to borrow funds and to transfer funds for any legitimate purpose. The Debtor's attorneys: David B. Madoff, Esq. Steffani M. Pelton, Esq. MADOFF & KHOURY LLP 124 Washington Street – Suite 202 Foxborough, MA 02035 Tel: (508) 543-0040 E-mail: madoff@mandkllp.com A copy of the Plan of Reorganization dated April 5, 2024, is available at https://tinyurl.ph/fAryB from PacerMonitor.com. About Chic LLC Chic LLC manufactures ladies and petites print and solid polo shirts, cardigan sweaters and stretch twill pants. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-11526) on Sept. 21, 2023. In the petition signed by Charles Godfrey, manager, the Debtor disclosed $312,454 in assets and $1,670,311 in liabilities. David B. Madoff, at Madoff & Khoury LLP, is the Debtor's legal counsel. Kenneth A Najarian, PC, CPA, is the Debtor's accountant. CMG MEDIA: $2.15BB Bank Debt Trades at 18% Discount --------------------------------------------------- Participations in a syndicated loan under which CMG Media Corp is a borrower were trading in the secondary market around 82.5 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $2.15 billion Term loan facility is scheduled to mature on December 17, 2026. About $2.08 billion of the loan is withdrawn and outstanding. CMG Media Corp, also known as Cox Media Group, provides direct marketing services. Cox Media serves customers in the United States. COCO SUSHI: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ Coco Sushi, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, for authority to use cash collateral and provide adequate protection. The Debtor seeks to use cash collateral to continue its business operations and to pay its regular daily expenses, pursuant to the Interim Budget. On January 28, 2022, the Debtor and U.S Foods, Inc. entered into a transaction wherein U.S. Foods provided a revolving credit to the Debtor. In connection with the closing of the U.S. Foods Loan, U.S. Foods filed a form UCC-1 Financing Statement with the Florida Secured Transaction Registry under File No. 202200295561, which indicates that U.S. Foods has a perfected interest on all of the Debtor's assets. The Debtor believes that the unpaid balance on the U.S. Foods Loan as of the Petition Date is approximately $22,197. CT Corporation System as representative, Bitty Advance 2, LLC, and Libertas may assert liens against the Debtor's assets by virtue of their respective prepetition security interest (as evidenced by the filings of UCC-1 financing statements), but for which the Debtor believes the claims to be wholly unsecured pursuant to 11 U.S.C. Section 506(a). The Debtor proposes to provide Secured Creditor a post-petition replacement lien pursuant to 11 U.S.C. section 361(2) on and in all property of the Debtor acquired or generated after the Petition Date, but solely to the same validity, extent and priority, and of the same kind and nature, as the lien(s) Secured Creditor had on the Debtor's assets as of the Petition Date. The Debtor requests that the replacement liens granted to the Secured Creditor will be at all times subject and junior to: (i) any court costs, and (ii) the fees and expenses for Court approved professionals awarded by this Court in the amounts and as set forth in a prospective approved final and that such replacement liens granted to Secured Creditor be valid and perfected without the need for the execution or filing of any further documents or instruments. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=4ZZ0ni from PacerMonitor.com. The Debtor projects $335,000 in available cash and $268,372 in total cash paid out for the period from April 10 to May 10, 2024. About Coco Sushi, LLC dba Sushi Garage Coco Sushi, LLC is a Japanese restaurant with traditional roots, quality ingredients, and proper execution. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-13421) on April 9, 2024. In the petition signed by Jonas Millan, manager, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Laurel M. Isicoff oversees the case. Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor as legal counsel. COHU INC: S&P Withdraws 'BB-' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings withdrew all of its ratings on Cohu Inc., including its 'BB-' issuer credit rating and 'BB-' issue-level rating on its term loan, at the issuer's request. At the time of the withdrawal, its outlook on the company was stable. CONTAINER STORE: $200MM Bank Debt Trades at 22% Discount -------------------------------------------------------- Participations in a syndicated loan under which Container Store Inc/The is a borrower were trading in the secondary market around 78.5 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $200 million Term loan facility is scheduled to mature on January 30, 2026. About $149.2 million of the loan is withdrawn and outstanding. The Container Store, Inc., is a retailer of storage and organization products in the US and Europe. The company operates in the US through its 100 specialty retail stores and website, and in Europe through its wholly owned Swedish subsidiary, Elfa International AB (Elfa). Net revenue for the LTM period ended September 30, 2023, was approximately $939 million. DARLINGTON ROW: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Darlington Row, LLC 2497 Darlington Row La Jolla, CA 92037-0927 Business Description: The Debtor was formed in 2021 for the purpose of receiving ownership of, and eventually selling, two parcels of real property. Chapter 11 Petition Date: April 14, 2024 Court: United States Bankruptcy Court Southern District of California Case No.: 24-01312 Debtor's Counsel: Anerio Ventura Altman, Esq. LAKE FOREST BANKRUPTCY PO Box 515381 Los Angeles CA 90051 Tel: (949) 218-2002 Email: avaesq@lakeforestbkoffice.com Total Assets: $3,413,537 Total Liabilities: $2,422,220 The petition was signed by Bobbie Oudinarath as managing member. The Debtor filed an empty 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/V4B4VQQ/Darlington_Row_LLC__casbke-24-01312__0001.0.pdf?mcid=tGE4TAMA DISPATCH ACQUISITION: Moody's Alters Outlook on B3 CFR to Negative ------------------------------------------------------------------ Moody's Ratings affirmed the ratings of Dispatch Acquisition Holdings, LLC (dba Denali Water Solutions, "Denali"), including the B3 corporate family rating, B3-PD probability of default rating and B3 rating on the company's senior secured first lien bank credit facility, consisting of a term loan and revolving credit facility. Moody's also changed the outlook to negative from stable. The outlook change to negative reflects Denali's underperformance relative to Moody's expectations, driven by weaker commodity prices affecting the converted products segment, mainly the Imperial Western Products ("IWP") business, and by project delays in the downstream industrial business. The company has recently divested of these downstream operations. While Moody's expects credit metrics to improve, a material improvement is unlikely in the near term as uncertain macroeconomic conditions and commodity headwinds will continue to weigh on earnings growth and cash flow for some time. Moody's expects these factors to sustain high leverage (currently around 8x) and weigh on the timing to derive the benefits from the 2022 IWP acquisition, which have been slow to materialize. The affirmation of the ratings reflects Moody's expectation that Denali will benefit from new contract wins, including a significant depackaging contract in its retail business (signed in 2023), and remain focused on cost-saving and operational efficiency initiatives to support margin expansion and cash flow growth. RATINGS RATIONALE Denali's ratings reflect its high financial leverage, which Moody's expects to approach 7x in 2024, and modest scale with a niche market focus on organic waste disposal and recycling. An aggressive pace of acquisitive growth funded with debt has contributed to the high leverage and to unusual items and addbacks to EBITDA that result in a limited track record of sustainable run rate earnings. However, acquisitions have moderated following the IWP acquisition as the company has focused on its operations. Denali is also exposed to delays in customer spending for turnaround/project work during weak economic conditions and has high customer concentration within segments. Cost inflation will exert margin pressure through 2024 but Moody's expects higher pricing and cost efficiencies to temper the risk. The company also benefits from relatively steady waste volumes, with contractually recurring waste collection and recycling services. Denali is well-positioned to benefit from the essential nature of demand for waste disposal, the need for customers to comply with increasing regulatory requirements for waste management and rising costs for landfill disposal. The majority of revenue (nearly 70%) is supported by recurring demand, with a high renewal rate supported by operations embedded at customer locations and longstanding customer relationships. The company's infrastructure network of land application sites, equipment and difficult-to-obtain environmental permits provide some barriers to entry. Moody's views liquidity as adequate with modest cash on hand balanced by expectations of adequate revolver availability and positive free cash flow over the next 12-18 months. Free cash flow will benefit from moderating growth capital expenditures through 2024. The revolving facility had approximately $72 million available at December 31, 2023, net of borrowings and posted letters of credit. The company closed on a $70 million receivables securitization facility in 2023, proceeds of which were used to pay down revolver borrowings. There are no near term maturities except about $6.4 million in mandatory term loan amortization annually. The revolving facility is subject to a springing first lien net leverage covenant of 8.7x (as defined per the credit agreement), tested quarterly if borrowings exceed 35% of the revolver commitment. Moody's expect the company to maintain compliance with the covenant. The term loan has no financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded with deteriorating liquidity, including sustained negative free cash flow and/or diminishing revolver availability. The ratings could also be downgraded with weakening revenue or margins due to deteriorating business conditions or the loss of a meaningful contract or customer, such that debt-to-EBITDA increases and covenant cushion weakens or interest coverage declines. An increased risk of a distressed exchange or a decline in Moody's recovery expectations on the outstanding rated debt could also lead to a ratings downgrade. Additionally, debt-funded acquisitions that weaken the metrics or liquidity would also pressure the ratings. A positive rating action, including changing the outlook to stable, could occur if the company sustains positive free cash flow from improved earnings and with debt-to-EBITDA falling steadily. The ratings could also be upgraded with significant and profitable scale expansion and stronger margins such that debt-to-EBITDA is expected approach 5x and EBIT to interest coverage is sustained at or above 2x. The maintenance of good liquidity would also be a prerequisite for a ratings upgrade. The principal methodology used in these ratings was Environmental Services and Waste Management published in May 2023. Dispatch Acquisition Holdings, LLC, based in Russellville, AR, provides specialty waste and environmental services around managing organic waste generated by several markets. These include municipal water and wastewater treatment facilities, industrial food processors and large industrial facilities such as chemical, power and pulp and paper plants. The company also provides waste solutions to the food service and delivery end markets. Revenue was approximately $741 million for the fiscal year ended December 31, 2023. Dispatch Acquisition Holdings, LLC, is a portfolio company of affiliates of TPG Growth, LLC, a private equity firm. It was formed in January 2020 from the combination of American Residuals Group, LLC (legacy Denali Water Solutions, LLC) and Wastewater Specialties, LLC, an industrial cleaning company. EL TAPATIO: L. Todd Budgen Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a practicing attorney in Longwood, Fla., as Subchapter V trustee for El Tapatio Orlando, Inc. Mr. Budgen will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Budgen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: L. Todd Budgen, Esq. P.O. Box 520546 Longwood, FL 32752 Tel: (407) 232-9118 Email: Todd@C11Trustee.com About El Tapatio Orlando El Tapatio Orlando, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01636) on April 2, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Lori V. Vaughan presides over the case. Lawrence M. Kosto, Esq., at Kosto & Rotella, P.A. represents the Debtor as legal counsel. ELEVATE TEXTILES: Moody's Alters Outlook on 'Caa1' CFR to Negative ------------------------------------------------------------------ Moody's Ratings changed Elevate Textiles, Inc.'s outlook to negative from positive and downgraded the backed senior secured last-out term loan rating to Caa3 from Caa2. Concurrently, Moody's Ratings affirmed the company's Caa1 corporate family rating, Caa1-PD probability of default rating and B3 backed senior secured first-out term loan rating. The change in outlook to negative reflects Elevate's greater than anticipated earnings declines in the second half of 2023, its elevated leverage and Moody's Ratings expectations for cash flow deficits in 2024. The rating actions also reflect governance considerations, including the company's underperformance relative to budget and operational missteps in technical fabrics, which resulted in an inventory writedown. For the full year 2023, revenue declined roughly 14% and management adjusted EBITDA was down 39%, reflecting weak demand across most of Elevate's end markets, particularly in apparel, and lower overhead absorption. As a result, Moody's Ratings-adjusted debt/EBITDA increased to 6.7x as of December 2023 from an estimated 4.4x as of June 2023 at the time of the debt restructuring. Moody's Ratings expects improvement in revenue and earnings in 2024, driven by savings from facilities optimization initiatives and gradual recovery in orders in the threads and denim segments. However, leverage will remain elevated due to increased revolver borrowings and PIK interest accrual which will partly offset earnings improvement. Moody's Ratings also expects significant negative free cash flow in 2024, driven by working capital needs to ramp up production, capital expenditures including normalized maintenance capex and committed investment in new factories and restructuring charges. The downgrade of the senior secured last-out term loan rating reflects Moody's Ratings lower recovery estimates given the performance of the business. The affirmation of the CFR, PDR and backed senior secured first-out term loan rating reflect Moody's Ratings expectation for adequate overall liquidity over the next 12-18 months. RATINGS RATIONALE Elevate's Caa1 CFR is constrained by Moody's Ratings expectations for negative free cash flow generation and increased revolver reliance. Credit metrics are expected to improve but remain weak in 2024, with Moody's Ratings -adjusted debt/EBITDA of 5.9x and EBITA/interest expense of 1.0x. The credit profile is also limited by the company's operations in the competitive and capital intensive textile manufacturing sector. While Elevate continues to rationalize its production and distribution facility footprint, it still has operational inefficiencies and some deferred capital investment needs. The rating also incorporates governance factors, including Elevate's operational challenges, ongoing underperformance relative to expectations, and ownership by former lenders following the 2023 debt restructuring. The rating is supported by Moody's Ratings projections for business recovery in 2024, and by Elevate's foreign cash balances and revolver availability, which provide adequate liquidity to mitigate expected cash flow deficits. The credit profile also benefits from Elevate's solid market position in the fragmented global threads manufacturing market, geographic and product diversification, and long-term key customer relationships. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company's liquidity deteriorates, including greater than anticipated cash flow deficits. A lack of material earnings recovery in 2024 could also result in a downgrade. The ratings could be upgraded with sustained earnings recovery that would lead to improving liquidity, and a financial strategy that supports further credit profile improvement. Quantitatively, the ratings could be upgraded with Moody's Ratings-adjusted EBITA/interest expense sustained above 1.25 times. The principal methodology used in these ratings was Manufacturing published in September 2021. EMERALD ISLES: Unsecureds to be Paid in Full over 60 Months ----------------------------------------------------------- Emerald Isles Holdings, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization. The Debtor is a Florida limited liability company formed in 2006 and Scot Lawson is currently the sole member and manager of the Debtor. The Debtor owns and operates an Irish-style pub and restaurant known as "McK's Tavern & Brewery," located on Beach Street in downtown Daytona Beach. The Debtor owns the real property where McK's is located at 216 and 218 S. Beach Street, Daytona Beach. The Debtor intends to continue its operations from which Plan payments will be made. The Debtor's financial projections show that the Debtor will have sufficient projected monthly disposable income for the 60-month payment period proposed in the Plan. Class 6 is comprised of all Allowed Unsecured Claims. As of the Claims Deadline, the total amount of unsecured claims filed is $90,381.32. In addition, the unsecured claim of Lion Business Funding, listed in Debtor's schedules as $37,474 and Michelle Strickland, listed as $4,000, shall be deemed allowed unsecured claims since neither were listed as disputed nor contingent in said schedules. Therefore, the total amount of allowed unsecured claims shall be $127,855. The Plan provides that each holder of a Class 6 Claim shall be paid in full without interest, in monthly installments commencing on the first day of the first month that falls on or after 30 days from the effective date, and shall continue on the first day of each monthly thereafter for a period of 60 months until paid in full. However, such distributions may only commence once all claims in this class have been allowed and there are no claim objections pending. Nothing in this provision of the Plan shall preclude the Debtor from paying any holder of an Allowed Unsecured Claim less than 100% of its Allowed Claim, provided that such Claim holder consents to different payment terms. Upon complete and final distributions hereunder to each holder of a Class 6 Claim, such distributions shall be deemed in full and final settlement of such claim, and any and all further claims or causes of action against Debtor and any personal guarantor of any such unsecured claim shall be deemed forever released and satisfied. Class 6 claims are impaired. Class 7 consists of the equity holders of Emerald Isles Holdings, LLC. This class consists of 100% of the membership shares which are owned solely by Scot Lawson, who shall retain all such interests. A full-text copy of the Plan of Reorganization dated April 8, 2024 is available at https://urlcurt.com/u?l=4hoZRo from PacerMonitor.com at no charge. The Debtor's Counsel: Walter J. Snell, Esq. SNELL AND SNELL, P.A. 436 N Peninsula Drive Daytona Beach, FL 32118 Tel: 386-255-5334 Fax: 386-255-5335 E-mail: snellandsnell@mindspring.com About Emerald Isles Holdings Emerald Isles Holdings, LLC, doing business as McK's Tavern & Brewery serves pub food, genuine Irish dishes, a variety of beer, and its very own craft brews. It is based in Daytona Beach, Fla. Emerald filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00073) on Jan. 8, 2024, with $1,127,700 in assets and $914,883 in liabilities. Scot A. Lawson, president, signed the petition. Judge Lori V. Vaughan oversees the case. Walter J. Snell, Esq., at Snell and Snell, P.A. represents the Debtor as legal counsel. ENC PARENT: $450MM Bank Debt Trades at 17% Discount --------------------------------------------------- Participations in a syndicated loan under which ENC Parent Corp is a borrower were trading in the secondary market around 82.8 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $450 million Term loan facility is scheduled to mature on August 19, 2028. The amount is fully drawn and outstanding. ENC Parent Corporation (“ENC”), (dba Evans Network of Companies or Evans Delivery) is an asset-light agent-based provider of services to operators in the intermodal drayage, truckload, and freight brokerage markets of the logistics industry. Services provided include national and regional sales support to agents via a number of back-office support functions including but not limited to accounts receivable management, payment processing, insurance, and compliance. ENC will be owned by PE firm Court Square Capital Partners. EQUALTOX LLC: Most Unsecured Claims vs. Debtors to Get 100% ----------------------------------------------------------- Equaltox, LLC, and individual debtors Sulaiman Masood, and Ahmad Ali Kohzad filed a First Amended Disclosure Statement Describing First Amended Joint Chapter 11 Plan of Reorganization, pursuant to Sec. 1125 of the Bankruptcy Code, in connection with the solicitation of acceptances of the Debtors' First Amended Joint Chapter 11 Plan of Reorganization. The Plan is a joint reorganizing plan that provides for the payment of all allowed claims in each of the three cases in full. The Reorganized Debtors project that most allowed general Unsecured Claims, i.e., those incurred in the ordinary course and not subject to dispute, will be paid in full in one lump sum payment within three months after the Effective Date. Each holder of an allowed secured claim secured by Estate Real Property will be serviced from cash flow and repaid in full by its contractual maturity date. Distributions on account of disputed claims will be reserved and paid upon the later of allowance or the availability of sufficient cash to pay such claims. The payments to allowed unsecured claims will be funded from four sources: * The Individual Reorganized Debtors will liquidate the account of a non-debtor entity, SAM Reinsurance Company, Inc., and will contribute the net proceeds therefrom (approximately $1,293,000) towards the payment of Allowed General Unsecured Claims in their respective cases. * Equaltox will continue to operate its business post-confirmation and, each month, will pay a fixed sum to the disbursing agent to be included in the cash available for distribution to the Holders of Allowed Unsecured Claims in its case. This fixed monthly payment will increase over time and will continue until Equaltox's allowed unsecured claims are paid in full. * If and to the extent necessary to pay disputed claims after allowance, certain Real properties will be sold and 100% of the resulting net sale proceeds will be contributed to the Plan in order to pay such Claims. The Debtors expect that these sales will generate net proceeds of approximately $4,309,458. * Fourth and finally, the Plan settles alleged claims to avoid and recover payments against the Individuals Debtors' family members on fair and equitable terms. The Debtors estimate that the value of the consideration to be paid for the release will total at least $2,588,800, an amount superior to any recovery that could be achieved in litigation. In exchange for the valuable consideration provided under the Plan, any and all claims against any relatives of the Individual Debtors will be released upon the Effective Date of the Plan. Equaltox is a state-of-the-art clinical laboratory licensed by the California Department of Public Health, providing the communities it serves with essential services. The Centers for Medicare and Medicaid Services and Commission on Office Laboratory Accreditation have accredited Equaltox to perform laboratory tests for medical diagnosis and treatment, as well as toxicology and other similar tests, such as COVID-19 tests. As a toxicology laboratory, Equaltox provides tests related to the treatment of mental health disorders, alcoholism, and other substance abuse disorders. Equaltox is a family-owned and family-run business. Masood is the sole manager and owner of Equaltox. Kohzad is Masood's first cousin and is employed by Equaltox as its Chief Pharmacist. Masood and Kohzad were born in Kabul, Afghanistan, and immigrated to the United States as young children. The first in their respective families to attend college, Masood and Kohzad graduated in 2007 from Loma Linda University and in 2009 from Western University of Health Sciences, respectively, each with a PharmD degree. Masood and Kohzad's uncle, Mohammed Lutfi ("Lutfi"), is employed by Equaltox as its head Clinical Laboratory Scientist. The Debtors' cases were filed due to Anthem's collection efforts. While the Debtors were awaiting a response to their offer to mediate, Anthem was quickly and aggressively attempting to collect its Judgment, including by levying on accounts of the Debtors. Anthem recorded abstracts of judgment after the Petition Dates. Absent bankruptcy, Anthem would have levied on Equaltox's operating account, crippling Equaltox's operations to the detriment of all creditors. The filing of the Debtors' cases halted such collection efforts, preserved Equaltox's operations, the value of Equaltox's business, and the assets of all the Debtors, and permitted the Debtors to pursue the Appeal. Post-petition, with Anthem's collection activities stayed, Equaltox has operated on a cash flow positive basis and has increased its cash on hand. Through January 27, 2024, Equaltox generated net cash flow of $682,217 and increased its cash on hand to $1,050,165. The Plan allows Equaltox to continue to operate and the Debtors to pursue the Appeal and provides for the payment of all Allowed Claims in full. The Plan is a joint reorganizing plan. Allowed Claims will be paid from the liquidation of certain assets after the Effective Date and/or post-petition operations. Distributions to the Holders of Allowed Claims will be made by the Reorganized Debtors and will continue until the earlier of payment in full or the date certain specified in the Plan. The Debtors expect that all General Unsecured Claims, if and to the extent Allowed, will be paid in full within 4 years of the Effective Date. No distributions will be made to the Holders of any Disputed Claims unless and until they become Allowed Claims. Equaltox Unsecured Claims Class 12 General Unsecured Trade Claims total $269,980. Holders of Allowed Equaltox Unsecured Trade Claims will be paid 100% of such claims from Equaltox available cash as follows: * Each Holder of an Allowed Equaltox Unsecured Trade Claim in this Class will receive a Pro Rata Payment from any Equaltox Available Cash on each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until such Holder's Allowed Equaltox Unsecured Trade Claim is paid in full. * To the extent that the any Equaltox Unsecured Trade Claim is a Disputed Claim on a Quarterly Distribution Date, any Pro Rata Payment attributable to such Equaltox Unsecured Trade Claim. Based on the Plan Projections and the assumptions used in preparing the Plan Projections, the Reorganized Debtors estimate that the Allowed Equaltox Unsecured Trade Claims in this class will be paid in full within 4 months after the Effective Date. This date is an estimate only and the date upon which Allowed Equaltox Unsecured Trade Claims are paid in full in this Class could be earlier or later than the estimated date. Class 12 is impaired. Class 13 UnitedHealthcare Insurance Company total $333,940 per proof of claim No. 10-1. The Claim of UnitedHealthcare Insurance Company is a disputed claim. UnitedHealthcare Insurance Company will be paid 100% of its Allowed Claim, if any, in quarterly pro rata distributions from Equaltox's Available Cash as follows: * On each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until any Allowed Unsecured Claim of UnitedHealthcare Insurance Company is paid in full, UnitedHealthcare Insurance Company will receive a pro rata Distribution together with the Holder of any Allowed Claim in Class 16 from any Equaltox Available Cash remaining after payment of Allowed Equaltox Unsecured Trade Claims in Equaltox Class 12 in full. * Pending the allowance of UnitedHealthcare Insurance Company's asserted General Unsecured Claim by Final Order of the Court, any Distribution otherwise payable to UnitedHealthcare Insurance Company will be reserved in accordance with Section III.H.3. UnitedHealthcare Insurance Company will be paid under the Plan only to the extent that, pursuant to a Final Order of the Court, UnitedHealthcare Insurance Company holds an Allowed Claim. Class 13 is impaired. Class 14 Alejandro Portales total $600,000 per schedules. Class 14 is impaired. On the Effective Date, Portales will hold an allowed general unsecured claim in the amount of $600,000, and such claim will be paid in full as follows: * Beginning on the first Business Day of the first full calendar month after the Effective Date and continuing on the first Business Day of each calendar month thereafter until Portales' allowed claim is paid in full, Portales will receive a payment of $5,000. Portales' Allowed General Unsecured Claim will not accrue interest. * The treatment proposed herein will be in full settlement and satisfaction of this Equaltox Class 14 Claim. Masood Unsecured Claims Class 8 General Unsecured Claims total $223,169 (estimated). The Holders of Allowed Masood General Unsecured Claims will be paid 100% of such Holders' Allowed Masood General Unsecured Claims in quarterly pro rata installments from Masood Available Cash as follows: * Each Holder of an Allowed Masood General Unsecured Claim in this Class will receive a Pro Rata Payment from any Masood Available Cash on each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until such Holder's Allowed Masood General Unsecured Claim is paid in full. * To the extent that the any Masood General Unsecured Claim is a Disputed Claim on a Quarterly Distribution Date, any Pro Rata Payment attributable for such Masood Unsecured Claim will be reserved as provided in Section III.H.3. Based on the Plan Projections and the assumptions used in preparing the Plan Projections, the Reorganized Debtors estimate that the Allowed General Unsecured Claims in this Class will be paid in full within 4 months after the Effective Date by Masood Reorganized Debtor's receipt of the Masood SAM Funds. This date is an estimate only and the date upon which Allowed Masood General Unsecured Claims are paid in full in this Class could be earlier or later than the estimated date. Class 8 is impaired. Class 9 Sunwest's General Unsecured Claim total $1,566,210 per proof of claim 13-1. Sunwest's Claim is being treated and paid as a fully secured claim in the case of Equaltox. Sunwest will receive the treatment in Equaltox Class 1 in full settlement and satisfaction of its Proof of Claim 13-1 in the Masood Case. Sunwest will not receive any Distribution in the Masood Case. Class 9 is impaired. Class 10 CSCDC's General Unsecured Claim (Golden Circle Property) total $1,249,760 per proof of claim 15-1 in Equaltox's case. CSCDC's Claim related to the Golden Circle Property is being treated and paid as a fully secured claim in the case of Equaltox. CSCSC will receive the treatment in Equaltox Class 2 in full settlement and satisfaction of its Claim in the Masood Case. CSCDC will not receive any Distribution in the Masood Case. Class 10 is impaired. Class 11 First Citizens Unsecured Claim total $473,728 per schedules. First Citizens' Claim is being treated and paid as a fully secured claim in the case of Equaltox. First Citizens will receive the treatment in Equaltox Class 3 in full settlement and satisfaction of any Claim in the Masood Case. First Citizens will not receive any additional Distribution in the Masood Case. Class 11 is impaired. Class 12 CSCDC's General Unsecured Claim (Electric Avenue Property) total $367,700 per proof of claim 16-1 in Equaltox's case. CSCDC's Claim related to the Electric Avenue Property is being treated and paid as a fully secured claim in the case of Equaltox. CSCSC will receive the treatment in Equaltox Class 2 in full settlement and satisfaction of its Claim in the Masood Case. CSCDC will not receive any Distribution in the Masood Case. Class 12 is impaired. Class 13 UnitedHealthcare Insurance Company total $333,940 per proof of claim no. 10. The Claim of UnitedHealthcare Insurance Company is a Disputed Claim. In the Masood Case, UnitedHealthcare Insurance Company will receive the following: On each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until any Allowed Unsecured Claim of UnitedHealthcare Insurance Company is paid in full, UnitedHealthcare Insurance Company will receive a pro rata Distribution together with the Holder of any Allowed Claim in Class 16 from any Masood Available Cash remaining after payment of Allowed Masood Unsecured Trade Claims in Masood Class 8 in full. The balance of any unpaid Allowed General Unsecured Claim of UnitedHealthcare Insurance Company will receive the treatment in Equaltox Class 13. Pending the allowance of UnitedHealthcare Insurance Company's asserted General Unsecured Claim by Final Order of the Court, any Distribution otherwise payable to UnitedHealthcare Insurance Company will be reserved in accordance with Section III.H.3. UnitedHealthcare Insurance Company will be paid under the Plan only to the extent that, pursuant to a Final Order of the Court, UnitedHealthcare Insurance Company holds an Allowed Claim. Class 13 is impaired. Class 14 Nelnet (student loan) total $90,296 per schedules. Any Allowed Claim of Nelnet will be paid in full by the Masood Reorganized Debtor continuing to make to Nelnet the monthly payments required by the applicable underlying documents evidencing such Claim.Class 14 is unimpaired. Kohzad Unsecured Claims Class 7 General Unsecured Claims total $166,369 (estimated). The Holders of Allowed Kohzad General Unsecured Claims will be paid 100% of such Holders' Allowed Masood Unsecured Claims in quarterly pro rata installments from Kohzad Available Cash as follows: Each Holder of an Allowed Kohzad General Unsecured Claim in this Class will receive a Pro Rata Payment from any Kohzad Available Cash on each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until such Holder's Allowed Kohzad General Unsecured Claim is paid in full. To the extent that the any Kohzad Unsecured Claim is a Disputed Claim on a Quarterly Distribution Date, any Pro Rata Payment attributable for such Kohzad General Unsecured Claim will be reserved as provided in Section III.H.3. The treatment proposed herein will be in full settlement and satisfaction of the Kohzad General Unsecured Claims. Based on the Plan Projections and the assumptions used in preparing the Plan Projections, the Reorganized Debtors estimate that the Allowed Kohzad General Unsecured Claims in this Class will be paid in full within 4 months by Kohzad Reorganized Debtor's receipt of the Kohzad SAM Funds. This date is an estimate only and the date upon which Allowed Kohzad General Unsecured Claims are paid in full in this Class could be earlier or later than the estimated date. Class 7 is impaired. Class 8 Mohela (student loan) total $104,866 per schedules. Any Allowed Claim of Nelnet will be paid in full by the Kohzad Reorganized Debtor continuing to make to Nelnet the monthly payments required by the applicable underlying documents evidencing such Claim. Class 8 is unimpaired. Class 9 U.S. Small Business Administration ("SBA") total $512,913 per proof of claim 6-1. The SBA asserts a General Unsecured Claim based on a guaranty of a loan by the SBA to The Duck House LLC. The SBA's asserted General Unsecured Claim is a Disputed and contingent Claim. Any Allowed Claim of the SBA will be paid in full in monthly installments $1,425 beginning on the 15th of the second full calendar month after the Effective Date and continuing thereafter until any Allowed Claim is paid in full. The Reorganized Debtor may prepay any Allowed Claim of the SBA at any time and without penalty. The treatment proposed herein will be in full settlement and satisfaction of the Class 9 Claim. Class 9 is impaired. Class 10 Sunnova (Peacock Hill Property) total $56,989 per proof of claim 18-1 in Equaltox's Case. Any Allowed General Claim of Sunnova related to the Peacock Hill Property by the Kohzad Reorganized Debtor continuing to make to Sunnova the monthly payments required by the applicable underlying documents evidencing such Claim. Class 10 is unimpaired. Class 11 Sunnova (Mall Way Property) total $59,463 per proof of claim 19-1 in Equaltox's Case. Any Allowed General Claim of Sunnova related to the Mall Way Property by the Kohzad Reorganized Debtor continuing to make to Sunnova the monthly payments required by the applicable underlying documents evidencing such Claim. Class 11 is unimpaired. General Unsecured Claim of Anthem Class 15; 15; 12 Anthem General Unsecured Claim total $8,002,603 per proof of claim 11-1. Anthem asserts a Claim in each of the Cases. However, Anthem will be entitled to one recovery and satisfaction on account of any Allowed General Unsecured Claim. Anthem will be paid 100% of its Allowed Claim, if any, in quarterly pro rata installments as follows: * On each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until any Allowed Unsecured Claim of Anthem is paid in full (collectively in the three Cases), Anthem will receive (1) pro rata Distributions with the Holder of any Allowed Claim in Masood Class 13 from any Masood Available Cash remaining after payment of Allowed Masood Unsecured Claims in Masood Class 8 in full, (2) pro rata Distributions from any Kohzad Available Cash remaining after payment of Allowed Kohzad Unsecured Claims in Kohzad Class 7 in full, and (3) pro rata Distributions with the Holder of any Allowed Claim in Equaltox Class 13 from any Equaltox Available Cash remaining after payment of Allowed Equaltox Unsecured Trade Claims in Equaltox Class 12 in full. * Any Allowed Claim of Anthem will accrue simple interest from the Effective Date until it is paid in full at the annual rate of 4.76% or such other rate ordered by the Court in connection with confirmation of the Plan. * Pending the Litigation Resolution Date, any Distribution otherwise payable to Anthem will be reserved in a segregated disputed claim reserve account (the "Anthem Reserve Funds"). Anthem will be paid under the Plan only if and to the extent that, upon the Litigation Resolution Date, Anthem holds an Allowed Claim. * Pending the Litigation Resolution Date, Anthem's Claim will be deemed a "Disputed Claim" under the Plan. If and to the extent that, upon the Litigation Resolution Date, Anthem holds an Allowed Claim, then the Anthem Reserve Funds will be released and paid to Anthem (up to the amount of such Allowed Claim) within 30 days of such date. * If and to the extent that, upon the Litigation Resolution Date, the Reorganized Debtors hold a judgment against Anthem, then any Allowed Claim of Anthem will be offset by such judgment. * Without limiting the scope and effectiveness of the discharge injunction in this Section, upon and after the Effective Date and pending any Anthem Uncured Default, the discharge injunction in Section V.3. of the Plan will apply to, and will enjoin, Anthem and any Claim of Anthem notwithstanding Anthem obtaining a Final Order excluding such Claim from the discharge in the Plan. An "Anthem Uncured Default" will constitute the failure of Anthem to receive a Distribution after the Litigation Resolution Date when due under the Plan that is not cured within 30 days of Anthem providing written notice of such asserted default to the Reorganized Debtors and their respective counsel. The treatment proposed will be in full settlement and satisfaction of Anthem's Claim. Payment of any Allowed Claim of Anthem in full as provided in the Plan will fully satisfy any Claim of Anthem that may be excepted from the discharge by Final Order of the Court. Based on the Plan Projections and the assumptions used in preparing the Plan Projections, the Reorganized Debtors estimate that it will either pay any Allowed Claim of Anthem in full or reserve sufficient funds to do so (assuming Anthem holds an Allowed Claim) within 4 years of the Effective Date. This date is an estimate only and the date upon which Anthem's is paid in full in this Class could be earlier or later than the estimated date. Anthem asserts a Claim in each of the Cases. However, Anthem will be entitled to one recovery and satisfaction on account of any Allowed General Unsecured Claim and any Distributions received or reserved in connection with each Case will reduce Anthem's Claim accordingly. Class 15; 15; 12 is impaired. The Plan provides for the payment of all Allowed Claims in full. The Distributions to the Holders of Allowed Secured Claims secured by Estate Real Property or motor vehicles will be made from post-confirmation operations and cash flow. The Distributions under the Plan to the Holders of Allowed Unsecured Claims will be funded from the following four sources: (1) the Individual Debtors' respective shares of the SAM Funds; (2) Equaltox's Upfront Cash Payment as of the Effective Date and the Fixed Monthly Payment from the Equaltox Reorganized Debtor; (3) the Net Sale Proceeds from certain Estate Real Property; and (4) the Settlement Consideration. On the Effective Date, Equaltox will pay to the Disbursing Agent $150,000 from the cash in its DIP Account (the "Upfront Cash Payment") for Distribution to the Holders of Allowed Claims in accordance with the terms of the Plan. Beginning on the 15th day of the second full calendar month after the Effective Date (the "Monthly Payment Commencement Date") and continuing on the 15th day of each calendar month thereafter until all Allowed General Unsecured Claims in the Equaltox Case are paid in full, Equaltox will pay to the Disbursing Agent for payment to the Holders of Allowed Unsecured Claims in accordance with the treatment in the Plan the following monthly payment (the "Fixed Monthly Payment"): (1) from the Monthly Payment Commencement Date until the 15th day of the first full calendar month after the Litigation Resolution Date, $50,000 per month; (2) from the 15th day of the first full calendar month after the Litigation Resolution Date until the first Business Day that is one (1) year after such date, $100,000 per month; and (3) each 12 month period thereafter, the monthly payment will increase by $20,000 per month (up to a maximum amount of $160,000 per month) until all Allowed Unsecured Claims are paid in full. After the Effective Date, the Reorganized Debtors will be authorized, but not required (except as otherwise expressly set forth below in this Section III.F.2.), to sell any Estate Real Property. Pending payment of all Allowed Clams in full, the sale or encumbering of any Estate Real Property will require an order of the Court pursuant to 11 U.S.C. Sec. 363 and Estate Real Property will not be sold or encumbered absent an order of the Court. The Reorganized Debtors may seek to sell Estate Real Property free and clear of liens as provided in 11 U.S.C. Sec. 363(f). If, upon the Litigation Resolution Date, Anthem holds an Allowed Claim and the Anthem Reserve Funds are insufficient to pay such Allowed Claim, then, as soon as practicable after the Litigation Resolution Date and by no later than the date that is 180 days after the Litigation Resolution Date (the "Sale Deadline"), to the extent necessary to pay such Allowed Claim, (1) the Masood Reorganized Debtor will cause Equaltox Management to sell the Las Vegas Avenue Property, and (2) the Masood Reorganized Debtor and the Equaltox Reorganized Debtor will sell the Electric Avenue Property; provided, however, the Masood Reorganized Debtor and the Equaltox Reorganized Debtor may postpone the sale of the Electric Avenue Property until after the expiration of the Electric Avenue Property Lease Term and provided the Purchase Option is not exercised in accordance with the terms of the Electric Avenue Property Lease. The Reorganized Debtors may seek an extension of the Sale Deadline for "cause" upon a motion filed with the Court prior to the expiration of the Sale Deadline (as may be extended). Any party in interest may oppose such motion. The Las Vegas Avenue Property Proceeds and the Net Sale Proceeds from the Electric Avenue Property or any other Estate Real Property will be paid from escrow directly to the Disbursing Agent and will be held and distributed to, or reserved for, the Holders of Allowed Unsecured Claims in accordance with the terms of the Plan. As an alternative to the sale of any Estate Real Property, the Reorganized Debtors may incur or obtain financing secured by such property as necessary to pay Allowed Claims in full pursuant to an order of the Court. Attorneys for Sulaiman Masood and Ahmad Ali Kohzad: Michael I. Gottfried, Esq. Roye Zur, Esq. Lauren N. Gans, Esq. ELKINS KALT WEINTRAUB REUBEN GARTSIDE, LLP 10345 W. Olympic Boulevard Los Angeles, CA 90064 Tel: 310 746-4400 Fax: 310 746-4499 E-mail: mgottfried@elkinskalt.com rzur@elkinskalt.com lgans@elkinskalt.com Attorneys for Equaltox, LLC: Robert S. Marticello, Esq. Michael L. Simon, Esq. Timothy W. Evanston, Esq. RAINES FELDMAN LITTRELL, LLP 3200 Park Center Drive, Suite 250 Costa Mesa, CA 92626 Tel: 310 440-4100 Fax: 310 691-1367 E-mail: rmarticello@raineslaw.com msimon@raineslaw.com tevanston@raineslaw.com A copy of the Disclosure Statement dated Apr. 5, 2024, is available at https://tinyurl.ph/NzrJI from PacerMonitor.com. About Equaltox LLC Equaltox, LLC is a full-service reference laboratory in Santa Ana, Calif., which can provide almost any type of blood testing. Equaltox filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-12243) on Oct. 27, 2023, with $1 million to $10 million in both assets and liabilities. Sulaiman Masood, member and manager, signed the petition. Judge Scott C. Clarkson oversees the case. Robert S. Marticello, Esq., at Smiley Wang-Ekvall, LLP, represents the Debtor as legal counsel. EUROBISTRO LLC: Wins Cash Collateral Access Thru May 14 ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Eurobistro, LLC to use cash collateral, on an interim basis, in accordance with the budget, through the date of the further hearing set for May 14, 2024 at 1:30 p.m. The Debtor requires the use of cash collateral to fund all necessary operating expenses of the Debtors business. The Debtor has 6 pre-petition merchant cash advances/lenders that have a lien on the Debtor's cash and receivables. Those lenders are On Deck Capital, Inc., Global Funding Experts, Funding Metrics, LLC, Fintegra, LLC, Lendini, and United First, LLC. Apart from the Cash Collateral Lenders, the Debtor also has several service providers which it struggles to remain current with, and other unsecured debt which it unable to pay. The Debtor generates from food and beverage sales at its restaurant. At the time of filing, the Debtor had a total balance of approximately $50 its Operating Account and the business generates approximate gross receipts of $110,000 per month. The Cash Collateral lenders will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as their respective prepetition lien(s), without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A copy of the motion is available at https://urlcurt.com/u?l=ptCYz6 from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=S5ObFT from PacerMonitor.com. About Eurobistro LLC Eurobistro, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-00317) on February 1, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Jacob A. Brown oversees the case. Thomas C. Adam, Esq., represents the Debtor as legal counsel. EXPRESS INC: May File for Chapter 11 Bankruptcy ----------------------------------------------- Daniel Kline of The Street reports that struggling mall retailer Express Inc. could file for Chapter 11 bankruptcy. In March 2024, Express (EXPR) received a delisting notice from the New York Stock Exchange. "The company's common stock will now trade publicly on the OTC Pink Market under the symbol EXPR," the retailer said on its website. "This transition to the over-the-counter market will not affect the company's business operations or its U.S. Securities and Exchange Commission reporting obligations, and it does not conflict with or cause an event of default under any of the company's material debt or other agreements." In its third-quarter-earnings report, the company reported a $28.7 million operating loss, narrower than the $29.5 million operating loss in the year-earlier period. Express's net loss was a little wider: $36.8 million, or $9.83 a share, against a net loss of $34.4 million, or $10.09 a share, a year earlier. (Almost 10% more shares were outstanding in the current period.) At the close of the quarter, the retailer had cash and cash equivalents of $34.6 million and $274 million in debt. That was a $40 million increase in debt over a year. Express exploring Chapter 11 bankruptcy Express has been talking to lenders about raising the cash it would need for a Chapter 11 bankruptcy, according to a report from Bloomberg. The company could file for bankruptcy as soon as next week, but no final decision has been made. Despite the company's cash position and debt, Rapid Ratings, which tracks the financial health of public companies, sees Express as being in a relatively good position. "Express Inc. demonstrates adequate performance in leverage and earnings performance but some weakness in liquidity. Although mixed, this performance is sufficient for the company to be assigned a Low-Risk rating," the website reported. The rating service did issue a warning. "This period includes an abnormal item. When the rating for this period is simulated with the abnormal item excluded, the company's health is significantly worse suggesting the line item is having a meaningful effect on the rating for this period," according to the service. Express leadership issued the expected comments on its future in the news release on being delisted by the NYSE. "Over the past several months, we have taken decisive steps to position Express for the long term, including implementing a series of cost-saving initiatives and streamlining our process to enhance operational efficiency," Chief Executive Stewart Glendinning said. "We remain focused on continuing to serve our customers and positioning our organization for the future." About Express Inc. Express, Inc., operates specialty retail apparel stores. The Company offers apparel and accessories such as jeans, sweaters, dresses, suits, and coats. Express serves customers in the United States. FIVE POINT: S&P Upgrades ICR to 'B-' on Improving Credit Metrics ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating to 'B-' from 'CCC+' and revised our outlook on Irvine, CA-based publicly traded master-planned community (MPC) developer Five Point Holdings LLC (FPH) to stable from negative. S&P also raised its rating on the senior unsecured notes to 'B' from 'B-'. The recovery rating on the senior unsecured notes remains '2'. S&P said, "Our stable outlook reflects our view that demand for finished lots in FPH's California markets will remain relatively stable in the face of constrained overall supply. Our forecast also projects that the company will use its cash position to fund the development of long-term projects. Still, credit measures such as debt to EBITDA and funds from operations (FFO) to debt will remain weak relative to other rated land developers through 2024. "We expect revenue to decline by approximately 15%-20% in 2024. Given weaker earnings partially offset by a lower overall debt balance, we expect debt to EBITDA to be between 7x-8x in 2024 compared to 6.8x in 2023, while EBITDA interest coverage remains approximately 2x, compared to 2.5x in 2023. However, this is an improvement from 2022 when we downgraded FPH to CCC+ due to no EBITDA generation, negative debt to EBITDA and negative interest coverage. Due to a continued strong cash balance and undrawn revolving credit facility, we revised our liquidity assessment of the company to "adequate" from "less than adequate" based on our projected sources covering uses by over 1.4x for the next 24 months and about 2.6x for the subsequent 24 months. As such, we view the company's leverage, liquidity, and recently refinanced capital structure as in line with our 'B-' rating. "Our view of the company's business risk is framed by the high concentration of well-situated assets that will require significant capital to develop over the coming years and observed cyclicality within the U.S. housing market. Compared to rated land development peers, FPH's footprint exhibits greater geographic concentration, completely focused in Northern and Southern California. However, this is mitigated by our view that these areas (San Francisco, Los Angeles, and Orange County) are large population centers with diverse local economies. Furthermore, we view Northern and Southern California as having strong fundamentals for new home demand, while supply remains constrained, making the company's land pipeline a strategic advantage with good local share within these markets. While we expect some recovery in land sales as consumers adjust to higher mortgage rates and homebuilders maintain market share while the supply of existing homes remains tight, the improvement in returns will not cause credit metrics to materially recover. This is due to inconsistent timing of deliveries in 2025 and beyond, while the Valencia MPC remains in its beginning stages and underdeveloped." FPH recently extended its debt maturities while improving its liquidity profile. The company recently exchanged its $625 million senior notes due 2025 for new $523.5 million senior notes due 2028 and cash consideration of $100 million. The transaction further strengthens the company's credit profile by extending its maturity runway and reducing total debt while maintaining adequate liquidity by S&P's expectations in the $450 million to $550 million range. Total liquidity was $478.8 million as of Dec. 31, 2023. S&P said, "Our stable outlook reflects our view that demand for new homes in Five Point Holdings LLC's California markets will continue to see strong demand in the face of constrained supply, and our expectation that the company will continue to deliver on the execution of its business plan through the end of 2024. Our forecast also projects that the company will gradually draw down on its substantial cash position to fund the development of long-term projects and that credit measures such as debt to EBITDA and FFO to debt will remain weak relative to other rated land developers during this time." S&P could lower the rating if: -- EBITDA declines as such that EBITDA interest coverage approaches 1x over the next 12 months, or -- Liquidity deteriorates to below $150 million, and S&P views the company's capital structure as unsustainable in the long term. -- S&P believes this could occur if the company is unable to appropriately execute the Valencia Master Planned Community, which results in high development expenditures and weak land closings. S&P could raise the rating if: -- Profits from land sales significantly outperform S&P's expectations. This would contribute favorably to the company's future cash flows and could result in debt to EBITDA below 5x and EBITDA interest coverage above 2x on a sustained basis. FLEXERA SOFTWARE: Moody's Lowers Rating on 1st Lien Loans to B2 --------------------------------------------------------------- Moody's Ratings affirmed Flexera Software LLC's B2 Corporate Family Rating and B2-PD Probability of Default Rating. Concurrently, Moody's Ratings downgraded Flexera's backed senior secured first lien credit facility ratings (including the term loan B1 and senior secured first lien revolving credit facility) to B2 from B1. The outlook is maintained at stable. The downgrade of the first lien credit facility rating is due to the planned repayment of the existing senior secured second lien term loan (not rated) with proceeds from $210 million of incremental senior secured first lien term loan and cash from the balance sheet. As a result of the all first lien senior secured debt structure pro forma for the transaction, the first lien credit facilities are rated in line with the B2 CFR. The incremental first lien term loan is expected to be fungible with the existing first lien term loan. The transaction will lead to a modest decline in leverage and reduced interest expense as a result of the lower interest rate on the first lien term loan and the $50 million decrease in outstanding debt. RATINGS RATIONALE The B2 CFR reflects Flexera's small revenue scale due to the relatively narrow portfolio of core software products. Flexera's product portfolio faces intense competition and slow growth in some of the mature products serving the software producer end market. The credit profile is also constrained by Flexera's aggressive financial policy, which includes the liberal use of debt funding for acquisitions including the recent Snow Software (Snow) acquisition, and very high Moody's Ratings-adjusted financial leverage of over 7.5x as of the LTM period ended September 30, 2023 on a standalone basis. When accounting for the incremental debt to fund the Snow purchase and the company's EBITDA, this figure is over 9x, although slightly under 7x if adding back the company's planned cost actions for the transaction. This high leverage limits Flexera's financial flexibility, magnifying the impact of any performance deterioration or integration execution difficulties. It also puts the onus on successful integration and realization of cost actions to return to appropriate leverage levels in a timely manner. Flexera benefits from its large installed base of customers, significant levels of recurring revenues with high renewal rates, and modest capital expenditure requirements. The company's strong margin profile, with EBITDA margins (Moody's Ratings-adjusted) around 50%, and stable business profile allow Flexera to generate consistent free cash flow ("FCF"). The positive secular trends in the software asset management sector and Flexera's good liquidity position also support the CFR. The stable outlook reflects Moody's Ratings' expectation that Flexera will grow organically in the mid-single digit percent range. It is also based on the continued successful integration of Snow and realization of cost actions such that leverage declines to around 6.5x (Moody's Ratings-adjusted) in the next 12-18 months. Moody's Ratings also expects that while Flexera's FCF will be negative in 2023 given a higher interest rate environment and higher tax expenses, its growth and cost actions should support a return to more normalized FCF by 2025. Moody's Ratings expects that Flexera will maintain a good liquidity profile over the next 12 to 18 months. The company's sources of liquidity consist of a pro forma cash balance of approximately $260 million and access to a $65 million undrawn revolver. Although pressured through 2023 and 2024 as the company faces a high interest rate environment and costs of achieving synergies and cost actions, Moody's Ratings expects FCF generation to be at lease $60 million in 2025. Flexera's revolver has a springing first lien net leverage covenant set at 8.75x and triggered at 35% revolver utilization. Moody's Ratings anticipates Flexera will maintain good cushion under this covenant over at least the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Flexera increases revenue scale, sustains leverage of about 4.5x debt to EBITDA (Moody's Ratings-adjusted), and demonstrates a more conservative financial policy. The ratings could be downgraded if Flexera fails to achieve expected organic revenue growth, runs into difficulties in the timely integration and realization of cost actions related to the Snow acquisition, or engages in further levering transactions such that leverage is not on track to decline below 6.5x debt to EBITDA (Moody's Ratings-adjusted), or FCF to debt (Moody's Ratings-adjusted) is sustained in the low single digit percentage range. A deterioration in liquidity could also pressure ratings. Flexera is a provider of software asset management products to enterprises and software suppliers. For software buyer customers, products include software license optimization, IT asset data platform, software vulnerability management and application readiness. For supplier customers, products include software monetization, software installation and software composition analysis. Flexera is majority owned by funds affiliated with Thoma Bravo, with Ontario Teachers' Pension plan and TA Associates holding minority equity positions. The principal methodology used in these ratings was Software published in June 2022. FORM TECHNOLOGIES: $175MM Bank Debt Trades at 26% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Form Technologies LLC is a borrower were trading in the secondary market around 74.2 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $175 million Term loan facility is scheduled to mature on October 22, 2025. The amount is fully drawn and outstanding. Form Technologies LLC produces precision components. The Company offers zinc, aluminum, and magnesium die casting services to automotive telecommunications, and consumer electronics industry. Form Technologies LLC serves customers worldwide. FOUR WIND: Neema Varghese Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 11 appointed Neema Varghese of NV Consulting Services as Subchapter V trustee for Four Wind Trucking, Inc. Ms. Varghese will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Varghese declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Neema T. Varghese NV Consulting Services 701 Potomac, Ste. 100 Naperville, IL 60565 Tel: (630) 697-4402 Email: nvarghese@nvconsultingservices.com About Four Wind Trucking Four Wind Trucking, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04983) on April 5, 2024, with $579,000 in assets and $1,636,891 in liabilities. Bogdan Czernecki, president, signed the petition. Judge Donald R. Cassling presides over the case. David Freydin, Esq., at the Law Offices of David Freydin represents the Debtor as bankruptcy counsel. GOLD STAR: Court OKs Cash Collateral Access Thru April 25 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Gold Star Transportation Services, LLC to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, through April 25, 2024. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to fund ordinary business operations and expenses. The Debtor filed the instant case because it has fallen behind on certain payments to secured creditors due to the pandemic, and its after-effects on the bus transportation business. In 2020, the Debtor received EIDL from the U.S. Small Business Administration in the amount of $51,000. On June 17, 2020, the SBA recorded a UCC-1 Statement under Document Number 202002331683. This amount may be subject to forgiveness. Out of an abundance of caution, the Debtor has filed the motion because of the potential lien held by the SBA. The court said, commencing February 24, 2024, the Debtor will make monthly adequate protection payments in the amount of $175 to the SBA. Each creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A continued hearing on the matter is set for April 25 at 10:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=KO2QNa from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $25,592 for April 2024; $25,592 for May 2024; and $25,592 for June 2024. About Gold Star Transportation Services, LLC Gold Star Transportation Services, LLC provides charter bus services in Kissimmee, Florida, to local attractions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:24-bk-00177-GER) on January 15, 2024. In the petition signed by Luis A. Primiciero, managing member, the Debtor disclosed up to $50,000 in assets and up to $100,000 in liabilities. Judge Grace E. Robson oversees the case. Melissa Youngman, Esq., at Winter Park Estate Plans & Reorgs, represents the Debtor as legal counsel. HELIUS MEDICAL: No Longer Complies With Stockholders' Equity Rule ----------------------------------------------------------------- Helius Medical Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 4, 2024, it received written notice from the Nasdaq Stock Market LLC stating that the Company no longer complies with the minimum stockholders' equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Stock Market LLC because the Company's stockholders' equity, as reported in the Company's Annual Report on Form 10-K for the fourth quarter and year ended Dec. 31, 2023, has fallen below $2.5 million. The notice also indicates that the Company does not meet the alternative compliance standards. Under applicable Nasdaq rules, the Company has 45 calendar days from the date of the notice, or until May 20, 2024, to submit a plan to regain compliance. The Company intends to timely submit such a plan to Nasdaq. If the Company's plan is accepted, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the notice to evidence compliance. The notice has no immediate impact on the listing of the Company's common stock, which will continue to trade on The Nasdaq Stock Market LLC under the symbol "HSDT". About Helius Medical Helius Medical Technologies, Inc. -- http://www.heliusmedical.com/ -- is a neurotech company in the medical device field focused on neurologic deficits using orally applied technology platform that amplifies the brain's ability to engage physiologic compensatory mechanisms and promote neuroplasticity, improving the lives of people dealing with neurologic diseases. Helius Medical reported a net loss of $8.85 million for the year ended Dec. 31, 2023, compared to a net loss of $14.07 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $7.69 million in total assets, $5.34 million in total liabilities, and $2.35 million in total stockholders' equity. Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital. These are the reasons that raise substantial doubt about their ability to continue as a going concern. HIGH PLAINS RADIO: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Wichita Falls Division, authorized High Plains Radio Network LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 25% variance. The interim authorization will expire on the earlier of (i) the conclusion of a final hearing on the Motion or (ii) further order of the Court. The Debtor's primary creditor with respect to cash collateral is the Small Business Administration. The Lender likely asserts an interest in, inter alia, the accounts, equipment, and inventory of the Debtor. As adequate protection for any diminution in the value of the Lender's interest in the Lender's collateral caused by the Debtor's use of cash collateral, the Lender is granted valid, perfected, and enforceable replacement security interests in and liens upon the collateral referenced and described in the prepetition UCC-1 financing statement filed by the Lender with the Texas Secretary of State, only to the same extent and according to the same priority as the Lender's pre-petition lien position, and only to the extent of (x) the use of any Cash Collateral in which the Lender has an interest in excess of the Budget and (y) any actual diminution in the value of the Debtor's interest(s) in the Debtor's property resulting from the use of cash collateral. The security interests and liens granted to the Lender will at all times be senior to the rights of the Debtor and any successor trustees in these or any subsequent proceedings under the Code to the extent that the Lender's prepetition security interests and liens are senior to the rights of the Debtor. The security interests and liens granted (i) are and will be in addition to all security interests, liens, mortgages, and rights to set off existing in favor of the Lender, on the Petition Date; (ii) in the same priority as the prepetition liens in favor of the Lender to the extent that prepetition liens and security interests are valid, perfected, enforceable, and non-avoidable; (iii) are and will be valid, perfected, enforceable, and effective as of the Petition Date without any further action by the Debtor or the Lender and without the execution, filing, or recordation of any financing statements, security agreements, or other documents, and (iv) will secure payment of principal as well as any interest, costs, or other charges to which the Lender may be entitled post-petition, but only to the extent that these items represent a diminution in value of the Lender's interest in its collateral. To the extent of any inadequacy of the Post-petition Collateral with respect to the maintenance of position of the Lender, then, as further adequate protection, the Lender will also be entitled to assert an administrative expense claim under 11 U.S.C. Sections 361(3) and 503(b)(1). A final hearing on the matter is set for May 28, 2024 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=pWA1dm from PacerMonitor.com. About High Plains Radio Network High Plains Radio Network, LLC is in the radio broadcasting business. High Plains Radio Network filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-70089) on March 26, 2024, with $1 million to $10 million in both assets and liabilities. Monte L. Spearman, manager, signed the petition. Honorable Bankruptcy Judge Scott W. Everett handles the case. The Debtor is represented by Jeff Carruth, Esq., at Weycer, Kaplan, Pulaski & Zuber, P.C. ICON AIRCRAFT: Files for Chapter 11 Bankruptcy ---------------------------------------------- Mark Phelps of AVWeb reports that Vacaville, California-based Icon Aircraft, manufacturer of the Icon A5 amphibious Light Sport aircraft, announced on April 4, 2024) it has filed for Chapter 11 protection under the Bankruptcy Code. The filing is part of "a strategic restructuring process," according to a statement. As part of the announcement, Icon said its management team "remains committed to the Company's mission of revolutionizing personal aviation and continuing to support owners and employees during this transition." Icon CEO Jerry Meyer said, "We plan to continue to produce and sell aircraft and provide first-rate service, training, and support for our customers. We believe this process will enable the business to address its current challenges and emerge with new ownership -- stronger than ever -- and continue building amazing planes with a focus on innovation, safety, and incredible flying experiences." A spokesman for Icon told AVweb there is no information available on who the new ownership might be. The announcement did include contact information on the company handling the sale, for "interested parties" who would like to reach out. Icon said it will maintain open lines of communication with customers, suppliers, employees and other stakeholders "to ensure transparency and provide updates on critical developments." The spokesperson told AVweb the stakeholders include investors, vendors and members of the board. "All have been notified and we will continue to keep them updated," the spokesman said. Icon said it wants an expedited sale process with approval from the Bankruptcy Court. The company has arranged debtor-in-possession financing to fund operations and costs. "To minimize the adverse effects on its business and the value of its estate," the statement reads, "the company has filed customary motions with the Bankruptcy Court to get court approval to sustain its operations in the ordinary course, including honoring commitments to customers and vendors and fulfilling obligations to all employees." Meyer added, "We understand that this situation creates a hardship for everyone involved. However, without taking these steps, there is not a viable path forward for the business to do what we do best -- build incredible airplanes and support our aircraft owners." About Icon Aircraft ICON Aircraft, Inc., is an aircraft design and manufacturing company focused on the creation of consumer-friendly, safe, and technologically advanced aircrafts that make the adventure of flying more accessible to mainstream consumers. The Company's flagship production aircraft -- the ICON A5 -- is an amphibious sport plane. ICON Aircraft was founded in 2006 in response to the Federal Aviation Administration's ("FAA") establishment of the light-sport aircraft ("LSA") category and the sport pilot license ("SPL") class. ICON Aircraft and three of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Lead Case No. 24-10703, Bank. D. Del.) on April 4, 2024. On the petitions signed by Thomas M. McCabe as chief restructuring officer, the Debtors reported $100 million to $500 million in estimated assets and $100 million to $500 million in estimated liabilities. Hon. Craig T. Goldblatt presides over the cases. The Debtors tapped Young Conaway Stargatt & Taylor LLP and Sidney Austin LLP as bankruptcy counsel. Stretto, Inc., is the Debtors' claims and noticing agent. INFINITE BIDCO: $240MM Bank Debt Trades at 16% Discount ------------------------------------------------------- Participations in a syndicated loan under which Infinite Bidco LLC is a borrower were trading in the secondary market around 84.3 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $240 million Term loan facility is scheduled to mature on March 2, 2029. The amount is fully drawn and outstanding. Infinite Electronics, Inc., with headquarters in Irvine, CA, is a global supplier of electronic components and assemblies for the urgent, unplanned, and last-minute demand of engineers during their R&D, repair, and design activities. Infinite is majority owned by funds associated with Warburg Pincus. J & S CONCEPTS: Creditors to Get Proceeds From Liquidation ---------------------------------------------------------- Party Fowl Destin LLC and Party Fowl Hamilton Place LLC, debtor affiliates of J & S Concepts LLC, filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Joint Plan of Liquidation dated April 8, 2024. Party Fowl is a Nashville-based hot chicken restaurant concept. The first Party Fowl location opened in Nashville in 2014. After the success of this flagship location seasoned over a few years, the Party Fowl restaurant concept expanded to include five more locations from 2017-2022. Growth began locally in Middle Tennessee and expanded to Chattanooga, then Destin, Florida. PF Chattanooga opened at 2100 Hamilton Place Boulevard #238 in Chattanooga, Tennessee on April 5, 2021, and PF Destin opened at 4260 Legendary Drive, Destin, Florida, on March 25, 2022. However, during the pendency of these cases, the decision was made to permanently close the Chattanooga and Destin locations. Upon detailed financial review and assessment, it was determined that limiting the operations to only the locations that can be self sustainable provides the greatest chance to keep the Party Fowl brand in place for the future. Both Liquidating Debtor locations were closed effective March 31, 2024. As of the Petition Date, the primary assets of both PF Chattanooga and PF Destin consisted of personal property including (i) cash and the balance of an operating checking account, (ii) potential recoveries on avoidance actions, (iii) inventory, and (iv) furniture, fixtures, and equipment ("FF&E"). The total value of primary assets of PF Chattanooga as of the Petition Date is $23,861.83. As of the Petition Date, the total value of PF Destin's primary assets was $25,199.76. The Plan is designed to liquidate the Debtors' bankruptcy estates in order to provide all creditors and parties in interest an amount that is equal to or in excess of the amount they would receive or retain if the Debtors were liquidated under Chapter 7 of Title 11. Because this is a plan of liquidation rather than reorganization, it does not include "projections with respect to the ability of each Debtor to make payments under the proposed plan of reorganization." Class 2 consists of General Unsecured Claims. The Class 4 Claims, if any, shall be satisfied, in part or in full by the sale of the Assets to the extent proceeds are available. To the extent proceeds are unavailable to satisfy the Class 2 Claimants in full, each of the Class 2 Claimants will each receive a pro rata percentage of the net proceeds from the sale of the Property after satisfaction of the administrative expense Claims and priority Claims. Class 2 is entitled to cast ballots on this Plan. The Liquidating Debtors shall work to orderly liquidate any FF&E remaining following the closure of their respective locations. While the Debtors do not believe that there is any substantial recovery to be had in the event of a forced liquidation or auction of used restaurant equipment, the Liquidating Debtors' assets have been collected, inventoried, and cleaned and will be made available for use and acquisition by the Liquidating Debtors' operating Party Fowl affiliates. Upon the integration of any of the Liquidating Debtors' assets into an operating Party Fowl location or other disposition, the applicable Party Fowl Debtor shall pay an amount equal to the fair market liquidation value of the asset into an escrow account maintained by the Subchapter V trustee, which amount shall be held and distributed on January 1, 2025 (the "Liquidation Distribution"). Following the Liquidation Distribution, any remaining assets of the Debtors shall be sold either individually, or collectively, to any remaining Party Fowl Debtors for a flat sum of Five Thousand and 00/100, which shall be distributed by the Subchapter V Trustee in accordance with this Plan on March 31, 2025. Any and every sale of any portion of the assets as set forth in this Plan shall be free and clear of all liens, encumbrances, and interests, without recourse against the Debtors or any secured Claimant, to include their members, officers, agents, employees, agents, assigns, representatives, and professionals. A full-text copy of the Joint Liquidating Plan dated April 8, 2024 is available at https://urlcurt.com/u?l=SMEEZY from PacerMonitor.com at no charge. Counsel for the Debtors: Henry E. "Ned" Hildebrand IV, Esq. R. Alex Payne, Esq. Gray Waldron, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: (629) 777-6539 Email: alex@dhnashville.com gray@dhnashville.com ned@dhnashville.com About J & S Concepts J & S Concepts, LLC, and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 24-00066) on Jan. 9, 2024. The affiliates are Party Fowl Cool Springs LLC, Party Fowl Murfreesboro LLC, Party Fowl Destin LLC, Party Fowl Donelson LLC, and Party Fowl Hamilton Place, LLC. At the time of the filing, J & S Concepts reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Denis Graham "Gray" Waldron, Esq., at Dunham Hildebrand, PLLC represents the Debtors as legal counsel. J C CONTRACTORS: Craig Geno Named Subchapter V Trustee ------------------------------------------------------ The Acting U.S. Trustee for Region 5 appointed Craig Geno, Esq., at the Law Offices of Craig M. Geno, PLLC as Subchapter V trustee for J C Contractors, Inc. Mr. Geno will be paid an hourly fee of $250 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Geno declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About J C Contractors J C Contractors, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-00787) on April 2, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Jamie A. Wilson presides over the case. Eileen N. Shaffer, Esq., represents the Debtor as legal counsel. JAGUAR HEALTH: Stockholders OK All Proposals at Special Meeting --------------------------------------------------------------- Jaguar Health, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that on April 9, 2024, it held a special meeting of stockholders of the Company during which the Company's stockholders: (1) approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's issued and outstanding voting common stock, par value $0.0001 per share, at a ratio of not less than 1-for-2 and not greater than 1-for-150, with the exact ratio, if approved and effected at all, to be set within that range at the discretion of the Company's board of directors and publicly announced by the Company on or before Jan. 22, 2025 without further approval or authorization of the Company's stockholders; (2) approved, pursuant to Nasdaq Marketplace Rule 5635(d), the issuance of Company's common stock upon exchange of shares of Series J Preferred Stock issued to certain accredited investors; (3) approved, pursuant to Nasdaq Marketplace Rule 5635(d), the issuance of 18,837,500 shares of Common Stock to certain accredited investors pursuant to the exchange agreements, dated Feb. 27, 2024, between the Company and such investors, in exchange for certain warrants to acquire shares of Common Stock previously issued to such investors; and (4) approved one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposals 1, 2, and 3. "The Company received formal notice that the Listing Qualifications Staff of The Nasdaq Stock Market LLC has granted Jaguar an additional grace period, through August 13, 2024, to regain compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market. Although we do not intend to effect a reverse split of the Company's issued and outstanding voting common stock at the present time, seeking the discretion to implement actions, if necessary to maintain Jaguar's Nasdaq listing, is an important responsibility of the Board, and we are grateful to our shareholders for voting to approve the related proposal," said Lisa Conte, Jaguar's president, and CEO, in a press release. Jaguar's paramount near-term clinical activity is the Company's Phase 3 pivotal OnTarget trial of crofelemer for the follow-on indication of the preventative treatment of cancer therapy-related diarrhea. Top line results from this pivotal study are forthcoming. 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. KOGV LLC: Jolene Wee of JW Infinity Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Jolene Wee of JW Infinity Consulting, LLC as Subchapter V trustee for KOGV LLC, doing business as Avena Ristornate. Ms. Wee will be compensated at $615 per hour for work performed in 2024. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Wee declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jolene E. Wee JW Infinity Consulting, LLC 447 Broadway 2nd Fl #502 New York, NY 10013 Phone: (929) 502-7715 Fax: (646) 810-3989 Email: jwee@jw-infinity.com About KOGV LLC KOGV LLC, doing business as Avena Ristornate, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10574) on April 3, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Karamvir Dahiya, Esq., at Dahiya Law Offices, LLC represents the Debtor as bankruptcy counsel. KRAEMER TEXTILES: Court OKs Deal on Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Kraemer Textiles, Inc. to use cash collateral, on an interim basis, in accordance with the budget and its agreement wit Berkshire Bank. Berkshire Bank is a creditor of the Debtor, by virtue of a term loan and line of credit originally dated August 10, 2018, in the original principal amounts of $1.265 million and $250,000, respectively, which loans have a current outstanding principal balance in the amount of $940,862 plus interest, costs, and attorneys' fees. The Berkshire loans are secured by, inter alia, a first position lien on all of the Debtor's assets. Berkshire perfected its lien on the Debtor's assets by the filing of UCC-1 Financing Statements on August 2, 2018 and August 7, 2018, and continued by UCC-3 Continuation Statements filed May 5, 2023 and May 8, 2023. The Debtor defaulted on its obligations under the various loan documents with Berkshire in 2023, as a result of which Berkshire confessed judgment against the Debtor. The parties agreed that the Debtor may use cash collateral, in the ordinary course of its business to the extent set forth in the Budget through June 29, 2024. As adequate protection, Berkshire is granted a replacement lien and security interest pursuant to 11 U.S.C. section 363(c) and (e) to the extent that Berkshire Bank's cash collateral is used by the Debtor, which replacement lien and security interest shall have the same priority in the Debtor's post-petition assets (including, but not limited to accounts receivable and inventory) and the proceeds thereof, as does Berkshire's pre-petition lien and security interest. Berkshire's replacement lien is automatically deemed to be continuously perfected from the Petition Date without the necessity of Berkshire Bank taking possession, filing financing Statements, mortgages or other documents to continue the perfection of its lien. The Debtor will continue to make monthly payments to Berkshire in the amount of $24,656, as provided in the Budget. A further hearing on the matter is set for June 18 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=OU1PZi from PacerMonitor.com. About Kraemer Textiles, Inc. Kraemer Textiles, Inc. is a privately held yarn manufacturing company. The Company produces and wholesales a variety of custom spinning yarns made from alpaca, wool, and natural and synthetic fibers, as well as provides patterns and books on yarns use. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-10931) on March 20, 2024. In the petition signed by David T. Schmidt, president, the Debtor disclosed $534,419 in assets and $2,330,193 in liabilities. Judge Patricia M Mayer oversees the case. Douglas J. Smillie, Esq., at FITZPATRICK LENTZ & BUBBA, P.C., represents the Debtor as legal counsel. LASERSHIP INC: $455MM Bank Debt Trades at 18% Discount ------------------------------------------------------ Participations in a syndicated loan under which Lasership Inc is a borrower were trading in the secondary market around 82.4 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $455 million Term loan facility is scheduled to mature on May 7, 2029. The amount is fully drawn and outstanding. LaserShip is a regional last-mile delivery company that services the Eastern and Midwest United States. Founded in 1986, LaserShip is based in Vienna, Virginia, and has sorting centers in New Jersey, Ohio, North Carolina, and Florida. LIFESCAN GLOBAL: $1.01BB Bank Debt Trades at 68% Discount --------------------------------------------------------- Participations in a syndicated loan under which LifeScan Global Corp is a borrower were trading in the secondary market around 32.5 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.01 billion Term loan facility is scheduled to mature on December 31, 2026. About $885.6 million of the loan is withdrawn and outstanding. LifeScan Global Corporation is a provider of blood glucose monitoring systems for home and hospital use. LS GROUP: S&P Rates New $1.9 Billion Term Loan B Rated 'B' ---------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to LS Group OpCo Acquisition LLC's (Les Schwab) proposed $1.9 billion term loan B due in 2031. The '3' recovery rating indicates itsr expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. Les Schwab, a regional U.S.-based tire retailer and automotive service center operator with 526 locations across 10 states, intends to use the proceeds to refinance its $1.8 billion term loan B due in 2027, with the remainder for general corporate purposes. Concurrently, Les Schwab is in the process of refinancing its $200 million asset-based lending (ABL) facility due in 2025 (unrated) with a new five-year $250 million ABL facility. S&P believes the upsized ABL reflects growth in the company's business since its original issuance as well as adding capacity for potential acquisitions. S&P said, "Our 'B' issuer credit rating and stable outlook are unchanged. Les Schwab recently reported fiscal 2023 results, with credit metrics largely in line with our expectations, including S&P Global Ratings-adjusted leverage of 5x. The company's sales were modestly lower than our mid-single-digit percent growth projection due to mild weather conditions in the fourth quarter. However, the top line miss was offset by better-than-expected profitability because of a higher mix of more profitable automotive services. We project annual sales growth of about 5.5% over the next two years, led by low-single-digit percent higher comparable store sales and new store openings. At the same time, we think a cautious consumer who scrutinizes spending, higher labor and product costs, and increased spending on initiatives such as technology enhancements will modestly pressure profit margins. "As a result, we project S&P Global Ratings-adjusted leverage will increase to 5.5x in fiscal 2024, before improving toward 5x in 2025. Our projections also include modestly negative reported free operating cash flow this year amid a significant increase in capital expenditures to support new store growth and normalizing working capital." ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- S&P assigned its '3' recovery rating on Les Schwab's proposed $1.9 billion senior secured term loan, indicating an expectation that lenders would receive meaningful (rounded estimate: 50%) recovery in the event of a payment default. -- Following close of the proposed transaction, the company's capital structure will also consist of an unrated $250 million ABL facility that we consider a priority relative to the term loan. -- S&P recovery analysis assumes that, in a hypothetical bankruptcy, term loan lenders would benefit from a first lien on substantially all other assets of the borrowers, excluding property owned by the property company subsidiaries, and a second lien on ABL collateral. ABL lenders have a first-priority lien on working capital assets, which includes inventory and accounts receivable. -- S&P believes EBITDA would need to decline significantly for the company to default. Its simulated bankruptcy assumes a substantial drop in revenue and material margin erosion because of increased competition, failed new market expansion, and significant supplier disruption. -- S&P values Les Schwab as a going concern in its simulation, which it believes would maximize lenders' recovery prospects considering its brand recognition and leading share in its core markets. -- S&P accordingly apply a 6x EBITDA multiple to its projected emergence EBITDA, in line with multiples that S&P uses for automotive retail peers. Simulated default assumptions -- Simulated year of default: 2027 -- EBITDA at emergence: $211 million -- Estimated emergence multiple: 6x -- ABL facility: Estimated 60% draw on the path to hypothetical default Simplified waterfall -- Gross enterprise emergence value: $1.27 billion -- Net enterprise value (after 5% administrative expenses): $1.2 billion -- Priority claims: $149 million -- Senior secured term loan claims: $1.9 billion --Recovery expectations: 50%-70% (rounded estimate: 50%) All debt amounts include six months of prepetition interest. MAD PRODUCT: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Mad Products Innovations, LLC to use cash collateral, on an interim basis, in accordance with the budget. The Debtor requires the use of cash collateral to pay its monthly obligations. The U.S. Small Business Administration and Commercial Business Funding Corporation assert an interest in the Debtor's cash collateral. As of the Petition Date, the Debtor was indebted to the SBA in the approximate amount of $699,500 and Commercial Business Funding pursuant to a factoring agreement. The Debtor is directed to pay only expenses necessary for the operation of the business and not any prepetition expenses, officer salaries, professional fees, or insiders without further order of the Court. If such order is entered, such necessary pre-petition expenses, salaries, professional fees, or insider payments will not be paid unless the Debtor is current on its ordinary course of business expenses. As additional adequate protection, the Lender is granted a replacement lien to the same nature, priority, and extent that the Lender may have had immediately prior to the date that this case was commenced nunc pro tunc to the Petition Date. Further, the Lender is granted a replacement lien and security interest on property of the bankruptcy estate to the same extent and priority as that which existed pre-petition on all of the cash accounts, accounts receivable and other assets and property acquired by the Debtor's estate or by the Debtor on or after the Petition. The replacement lien in the Post-Petition Collateral will be deemed effective, valid and perfected as of the Petition Date, without the necessity of filing with any entity of any documents or instruments otherwise required to be filed under applicable nonbankruptcy law. The Debtor is Ordered to pay Adequate Protection payments as follows: a. $683 per month to SBA commencing April 1, 2024 and the 1st of each month thereafter or until further Order by the Court; b. Normal Factoring payment per Account Receivable value per month to Commercial Business Funding. c. All other UCC-1 secured lenders will receive no adequate protection at this time. The Debtor's authority to use the cash collateral will terminate immediately and upon the earlier of (a) order of the Court; (b) the conversion of this case to a Chapter 7 case; (c) the entry of an Order that alters the validity or priority of the replacement liens granted to the Bank; (d) the Debtor ceasing to operate all or substantially all of its business; (e) the entry of an order granting relief from the automatic stay that allows any entity to proceed against any material assets of the Debtor that constitute cash cllateral; (f) the entry of an Order authorizing a security interest under 11 U.S.C. section 364(c) or 364(d) in the collateral to secure any credit obtained or debt incurred that would be senior to or equal to the replacement lien; or (g) the dismissal of the Chapter 11 case. A further hearing on the matter is set for April 22, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=kgSpek from PacerMonitor.com. About MAD Product Innovations MAD Product Innovations, LLC, a company in Jacksonville Beach, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00472) on February 16, 2024, with $611,903 in assets and $2,575,774 in liabilities. Michaelene Cadiz, chief executive officer and president, signed the petition. Judge Jason A. Burgess oversees the case. Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler, LLP represents the Debtor as bankruptcy counsel. MAEMAX MARKET: Unsecureds to Split $5K in Subchapter V Plan ----------------------------------------------------------- Maemax Market, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Plan of Reorganization under Subchapter V dated April 8, 2024. The Debtor is a Filipino restaurant and grocery store concept operating in two locations: one in LaVergne, TN and one in Madison, TN. Its owners are spouses Chriss and Malo Goyenechea, who run the Debtor as a small, family-owned business. The Debtor is an operating business capable of positive cash flows, but it has faced several serious issues that necessitate reorganization. First, while it produces positive cash flow, it became mired in a cash crunch due to the delayed opening of the Madison Location. This created a massive cost center with no offsetting revenues. This forced the Debtor to take out expensive MCAs that it is not able to service, which resulted in a freeze on the Debtor's delivery app accounts and its credit card receipts. The Debtor requires reorganization. Through a Chapter 11, Subchapter V reorganization, the Debtor is optimistic that it can successfully reorganize and emerge from Chapter 11 through continued operations with a confirmable plan sufficient to satisfy operating expenses and pay creditors more than they would receive in a Chapter 7 liquidation. The Debtor elected the Chapter 11 process to preserve its going concern value, continue providing its unique Filipino cuisine and grocery to the local community, and remain a stable source of income for its loyal employees. The Debtor now files this Plan of Reorganization. The Debtor's financial projections show that the Debtor will have projected disposable income of $237,910.00. This Plan of Reorganization under Chapter 11 of the Code proposes to pay the creditors of the Debtor from cash flow from business operations. Non-priority unsecured creditors holding allowed claims will receive pro rata distributions totaling $5,000.00 to the class. This Plan also provides for the payment of administrative and priority claims. Class 10 shall consist of the allowed unsecured claims not entitled to priority and not expressly included in the definition of any other class. The Plan provides a pool of $5,000.00 to be paid pro-rata to the claimholders in this class. There shall be 5 lump-sum payments (for a total disbursement of $5,000.00) paid prorata to the claimholders in this class as follows: * $1,000 to be paid on or before the first anniversary of the Effective Date; * $1,000 to be paid on or before the second anniversary of the Effective Date; * $1,000 to be paid on or before the third anniversary of the Effective Date; * $1,000 to be paid on or before the fourth anniversary of the Effective Date; and * $1,000 to be paid on or before the fifth anniversary of the Effective Date. Class 11 shall consist of the membership interests in the Debtor. Chriss Joan Lisondra Goyenechea will retain a 49% membership interest in the Debtor. Malo Capoy Goyenechea will retain a 51% membership interest in the Debtor. The Debtor will continue to operate to generate revenue to fund the Plan. A full-text copy of the Plan of Reorganization dated April 8, 2024 is available at https://urlcurt.com/u?l=NmAdiT from PacerMonitor.com at no charge. Counsel for the Debtor: Henry E. (Ned) Hildebrand, IV, Esq. Gray Waldron, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Phone: (615) 933-5851 Email: ned@dhnashville.com About Maemax Market, LLC Maemax Market, LLC is a Filipino restaurant and grocery store concept operating in two locations: one in LaVergne, TN and one in Madison, TN. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00741) on March 5, 2024, listing $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Charles M Walker presides over the case. Thomas Ryan Rumfelt, Esq. at Thomas Ryan Rumfelt PLLC, serves as the Debtor's counsel. MAGELLAN INTERNATIONAL: Moody's Cuts Rating on Revenue Bond to Ba3 ------------------------------------------------------------------ Moody's Ratings has downgraded to Ba3 from Ba2 the revenue bond rating for Magellan International School, TX. The outlook has been revised to negative from stable. Roughly $46 million of debt outstanding as of June 30, 2023 is affected. The rating downgrade is driven by Magellan's outsized leverage, exacerbated by weaker than anticipated enrollment and operating performance following its 2022 bond issuance. Governance is a key driver of this rating action, given construction delays and material project overruns, as well as a delayed opening of high school grades, which is projected to have a considerably negative compounded impact on enrollment and revenue over the next three years compared to projections provided at the time of the 2022 bond issuance. RATINGS RATIONALE The Ba3 rating reflects Magellan's good student market in the competitive Austin, TX landscape as an IB Spanish immersion school. Magellan also benefits from a fair liquidity profile, and maintains a solid 188 monthly days cash on hand as of fiscal 2023 year end. However, the school's leverage is considerable, and enrollment growth at the high school level has not materialized as expected due to construction delays and project cost overruns. Further, while operating performance was satisfactory in fiscal 2023, the school projects considerably weaker operating performance for 2024. Magellan's current annual debt service requirement is minimal given capitalized interest through 2025, but if performance does not improve, it is possible that the school will be unable to meet its debt service covenant. Severely outsized leverage, coupled with enrollment and operating performance that has fallen short of expectations, together have led to negative credit pressure. Further negative credit pressure is possible given management's expectation for a decline in liquidity through 2025 to potentially provide for renovations at a new leased pre-school space. RATING OUTLOOK The negative outlook reflects Moody's Ratings expectation of continued weak operating performance as well as a potential draw down of cash reserves to finance additional capital needs. Future reviews will consider Magellan's ability to enroll high school students, improve retention, restore operating margins, and at least meet its 1.1x debt service coverage covenant by fiscal 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Enrollment and revenue growth to allow for cash flows necessary to cover annual debt service coverage materially in excess of the 1.1x covenant -- Material improvement to operating margin -- Significant increases to cash reserves -- Capital campaign receipts in excess of stated goals used to bolster cash and/or reduce the debt load FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Declines in the enrollment and the corresponding student-generated charges; inability to generate cash flows ensuring at least 1.1x annual debt service coverage -- Capital campaign receipts below stated goals -- Additional borrowing further leveraging operating revenues LEGAL SECURITY The Series 2022 bonds are secured by all operating and facility payments relating to the pledged facility, which is the Bull Creek Campus (the site of the new elementary, middle and high school). Covenants include a debt service coverage requirement of 1.1x and a liquidity requirement of at least 60 days cash on hand, both tested annually. Failure to meet either of these covenants would necessitate the hiring of a consultant. Furthermore, debt service coverage below 1.0x would constitute an Event of Default. The school will maintain a cash-funded debt service reserve fund at MADS ($3 million). PROFILE The Magellan International School in Austin, TX is a private, non-profit institution currently offering an IB education in a Spanish immersion setting for PreK to 8th grade. Management plans to expand into secondary education (9-12) space in the next few years. Fiscal 2023 operating revenues totaled approximately $13.1 million, and Fall 2023 enrollment was 576. METHODOLOGY The principal methodology used in this rating was Nonprofit Organizations (Other Than Healthcare and Higher Education) published in May 2019. MARCHEY GROUP: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized Marchey Group, Inc. to use cash collateral, on an interim basis, in accordance with the budget. In accordance with the Budget, and to satisfy the right of Amazon Capital Services, Inc. to adequate protection of its first-priority security interest in the Debtor's cash collateral, the Debtor will make adequate protection payments to ACS in the amount of the contractually owed monthly loan payments under the Debtor's three loan agreements with ACS as set forth in the Budget. To satisfy any right of undersecured creditor SellersFunding International Portfolio Ltd. to adequate protection, the Debtor is authorized to make adequate protection payments to Sellers Funding in the amount of $1,000 per week. The Court does not authorize the Debtor to make any adequate protection payments to creditors FundingCircle, NewCo Capital Group LLC, or LG Capital Investment. To further satisfy the rights of ACS to adequate protection of its interest in the Debtor's cash collateral, ACS is granted valid, attached, choate, enforceable, perfected, post-petition security interests and liens in and against all post-petition assets of the Debtor of the same character and type, to the same nature, extent, validity, and priority that existed prepetition, to the extent of diminution in value of the ACS’s collateral caused by the Debtor's use of cash collateral. The Debtor conducts sales to third-party customers through the Amazon.com online store. Amazon.com Services, LLC and the Debtor are parties to the Business Solutions Agreement, which governs the Debtor's ability to sell products to customers on the Amazon Store. According to the terms of the BSA, the Debtor's sale proceeds are held by Amazon through the Debtor's seller's portal. In the ordinary course of the Debtor's business before the Petition Date, and under the terms of the BSA, Amazon was authorized to net fees, expenses, and reimbursements from the Debtor's sales proceeds through the Seller's Portal and remit, to the Debtor's bank account, the Debtor's net proceeds. Amazon and the Debtor are authorized to continue to transact with respect to such fees, expenses and reimbursements in the ordinary course, and Amazon is further authorized to net fees, expenses, and other charges from the Debtor's Amazon Store sales proceeds in the Amazon Seller Account and remit, to the Debtor, the Debtor's net proceeds less the adequate protection payments owed to ACS thereunder. In addition, ACS will hold allowed administrative claims with respect to the adequate protection obligations of the Debtor to the extent that the replacement liens and post-petition collateral do not adequately protect the diminution in value of the interests of ACS in its prepetition collateral. A final hearing on the matter is set for May 28, 2024 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=CzyNrr from PacerMonitor.com. About Marchey Group, Inc. Marchey Group, Inc. is an appliance, HVAC, plumbing and lawn garden distribution group. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10326) on March 1, 2024. In the petition signed by Maruf Bakhramov, president, the Debtor disclosed $413,735 in assets and $3,007,050 in liabilities. Judge Martin R Barash oversees the case. Keith Patrick Banner, Esq., at Greenberg Glusker Fields Claman & Machtinger, represents the Debtor as legal counsel. MCA NAPLES: Amy Denton Mayer Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 21 appointed Amy Denton Mayer of Stichter Riedel Blain & Postler P.A. as Subchapter V trustee for MCA Naples, LLC. Ms. Mayer will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Amy Denton Mayer Stichter Riedel Blain & Postler P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Phone: (813)229-0144 Email: amayer@subvtrustee.com About MCA Naples MCA Naples, LLC is primarily engaged in renting and leasing real estate properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00458) on April 3, 2024, with $1 million to $10 million in both assets and liabilities. B.J. Parrish, chief operating officer, signed the petition. Judge Caryl E. Delano presides over the case. Luis E. Rivera II, Esq., at GrayRobinson, P.A. represents the Debtor as legal counsel. MERCON COFFEE: Wins Cash Collateral Access on Final Basis --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Mercon Coffee Corporation and affiliates to use cash collateral, on a final basis, in accordance with the budget. The Debtors have an immediate need to use cash collateral to, among other things, (A) preserve the value of their assets and their business; (B) pay the costs of administration of their estates and satisfy other working capital and general corporate purposes of the CC Parties, and (C) pay certain adequate protection amounts and pay the Carve Out, in each case, in accordance with the Interim Order. Under the Third Amended and Restated Credit Agreement, dated as of June 30, 2023 by and among Mercon US and Parent, a consortium of lenders, and Rabobank, as administrative agent and collateral agent, swingline lender and issuing lender, the Prepetition First Lien Lenders provided loans, advances, letters of credit and other extensions of credit. As of the Petition Date, the applicable Debtors were indebted to the Prepetition First Lien Lenders an aggregate amount of not less than $203.6 million. As adequate protection for the use of cash collateral, the Prepetition First Lien Agent, for the benefit of itself and the other Prepetition First Lien Secured Parties, are granted additional and replacement, valid, binding, enforceable, non-avoidable, and effective and automatically perfected postpetition security interests in and liens as of the Petition Date. As further adequate protection, and to the extent provided by 11 U.S.C. Sections 503(b) and 507(b), allowed administrative expense claims in each of the Cases ahead of and senior to any and all other administrative expense claims in such Cases to the extent of any Diminution in Value, but junior to the Carve Out. Subject to the Carve Out in all respects, the First Lien Adequate Protection Superpriority Claims will not be junior to any claims and will have priority over all administrative expense claims against each of the CC Parties. The Debtors are required to comply with these milestones: (a) On or prior to April 7, 2024, the Final Order must have been entered by the Court; (b) No later than three days after entry of the Final Order, the Debtors must have filed with the Bankruptcy Court a motion to establish a bar date for the filing of proofs of claim; (c) No later than March 25, 2024, the CC Parties must have provided the Prepetition First Lien Secured Parties a substantially complete draft of a plan of liquidation; (d) No later than April 12, 2024, the CC Parties must have filed with the Court a plan of liquidation in form and substance acceptable to the Prepetition First Lien Secured Parties and the Committee and accompanying motion seeking approval of the related disclosure statement and approval of solicitation procedures. The Liquidating Plan must incorporate any agreement reached between the Committee and Prepetition First Lien Secured Parties; (e) No later than 45 calendar days after the entry of the Final Order, the Bar Date must have occurred; (f) No later than June 7, 2024, the Court must have entered a final order confirming a Liquidating Plan; and (g) No later than June 10, 2024, the effective date of the Liquidating Plan must have occurred such that the Liquidating Plan must have been substantially consummated. A copy of the order is available at https://urlcurt.com/u?l=p30Xw8 from PacerMonitor.com. About Mercon Coffee Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a supplier of green coffee to the international coffee roasting industry. Mercon is headquartered in the Netherlands and has offices around the globe. Mercon Coffee Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7, 2023. In the petition filed by CRO Harve Light, the Debtor reported assets and liabilities between $100 million and $500 million each. Judge Michael E. Wiles oversees the case. The Debtors are represented by Blaire Cahn, Esq. at Baker & McKenzie LLP. MICHAELS COS: S&P Upgrades ICR to 'B-', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based arts and crafts specialty retailer The Michaels Cos. Inc. to 'B-' from 'CCC+'. The outlook is stable. S&P said, "At the same time, we raised our issue-level ratings on the company's term loan and senior secured notes to 'B-' from 'CCC+'. The recovery rating remains '3'. We also raised our issue-level rating on the company's senior unsecured notes to 'CCC' from 'CCC-'. The recovery rating remains '6'. "The stable outlook reflects our expectation for Michaels to generate positive FOCF and sustain adjusted leverage around 5.3x over the next 12 months." The upgrade reflects Michaels' better-than-expected operating margin and FOCF despite ongoing sales pressures. Lower transportation costs, higher product margins, and reduced store labor enabled Michaels to expand S&P Global Ratings-adjusted EBITDA margin more than 350 basis points (bps) in 2023. Self-checkout kiosks have been installed across 40% of Michaels' stores and the company plans to complete the rollout across most of its footprint later this year. The company's initiatives to improve store-level operations has also contributed to better inventory management with less clearance merchandise weighing on profitability. Michaels' growing mix of high-margin private brand products is adding to profitability as well. As a result, Michaels' generated reported FOCF of $136 million in 2023, up from a cash deficit of $255 million in 2022. In S&P's view, the company's ability to navigate a challenging sales environment by implementing process improvements and managing costs will continue to support relatively steady EBITDA and FOCF generation in 2024. S&P said, "We expect topline trends will remain soft in 2024 as consumer demand for arts and crafts remains muted. Same-store sales declined 6.4% in 2023, a continuation of the protracted post-COVID decline in demand for the arts and crafts category. Consumers, who continue to be pinched by inflationary pressures, remain price conscious and value-focused. In response, the company is adding new product offerings, lowering prices on selective merchandise and opening new stores to drive customer traffic. We also expect promotional activity will increase this year, as the company strives to convey value to its customers. Nevertheless, we expect demand trends will continue to be weak, due to constrained discretionary income and consumers continuing to favor experiences over goods. We forecast revenue declining about 1% in 2024, as new store openings offset negative same-store sales. While one of Michaels' closest competitors, Joann Inc., is currently restructuring through Chapter 11, we view the competitive impact as being minimal for now as it continues to operate normally and does not intend to close any stores as part of its bankruptcy. Given the sales headwinds that Michaels continues to face and reported FOCF generation that is relatively modest in comparison to its outstanding debt balance, we apply a negative comparable rating analysis modifier." Credit metrics, including projected S&P Global Ratings-adjusted leverage of 5.3x this year support the current rating. During the fourth quarter, the company deployed FOCF to repay $144 million drawn on its asset-based lending (ABL) facility and repurchase $106 million in face value of its 7.875% unsecured notes through open-market purchases. Taken together with EBITDA growth, the company's S&P Global Ratings-adjusted leverage improved to 5.4x as of Feb. 3, 2024, from 6.4x at fiscal year-end 2022. Adjusted EBITDA interest coverage remained relatively flat at 2.0x, as higher earnings offset growing interest expense from Michaels' roughly 50% floating debt mix. S&P projects leverage remaining in the low- to mid-5x area this year as debt and adjusted EBITDA levels remain roughly flat. The stable outlook reflects S&P's expectations that the company will generate positive FOCF and sustain adjusted leverage in the low- to mid-5x area over the next 12 months. S&P could lower its rating if: -- Operating performance weakens, causing credit metrics to deteriorate; or -- FOCF becomes strained, liquidity tightens, and S&P thinks it is unlikely the company will be able to refinance or extend its ABL facility in a timely manner. S&P could raise its rating if: -- The company demonstrates a sustained improvement in operating performance, including positive comparable store sales growth and EBITDA expansion; and -- Credit metrics strengthen, including adjusted leverage being maintained around 5x with significant positive FOCF generation. MISSOULA OVERSTOCK: Michael Thomson Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 19 appointed Michael Thomson as Subchapter V trustee for Missoula Overstock, LLC. Mr. Thomson will be paid an hourly fee of $445 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Thomson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael F. Thomson 222 South Main Street, Suite 1730 Salt Lake City, UT 84101 801-478-6917 Email: thomsonm@gtlaw.com About Missoula Overstock Missoula Overstock, LLC, a company in Missoula, Montana, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 24-21396) on March 29, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Nathan Chetrit, managing member, signed the petition. Judge Joel T. Marker presides over the case. Geoffrey L. Chesnut, Esq., at Red Rock Legal Services, PLLC represents the Debtor as bankruptcy counsel. MMA LAW FIRM: Files for Chapter 11 Bankruptcy --------------------------------------------- Evan Ochsner of Bloomberg Law reports that Texas-based MMA Law Firm PLLC filed Chapter 11 while it fights a lawsuit alleging it improperly solicited claims against insurers after hurricanes devastated Louisiana. MMA, formerly known as McClenny Moseley & Associates, PLLC, lost an effort late last month, March 2024, to dismiss the proposed class action, which accuses it of it of conspiring with marketing companies to send misleading texts to people affected by Louisiana hurricanes in 2020 and 2021. "In the wake of these hurricanes, when residents and property owners throughout Louisiana and elsewhere were at their most vulnerable, Defendants took unfair advantage to enrich themselves," the suit alleges. About MMA Law Firm PLLC MMA Law Firm PLLC is a law firm specializing in insurance claim management, negotiation, and litigation. MMA Law Firm PLLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31596) on April 9, 2024. In the petition signed by Zach Moseley, as managing member, the Debtor estimated assets between $100 million and $500 million and estimated liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by: Johnie Patterson, Esq. WALKER & PATTERSON, P.C. P.O. Box 61301 Houston TX 77208 Tel: (713) 956-5577 E-mail: jjp@walkerandpatterson.com MORNING JUMP: Ordered to File Plan Disclosures by July 13 --------------------------------------------------------- Judge David M. Warren has entered an order that The Morning Jump, LLC, must file a plan and disclosure statement on or before July 3, 2024. A status conference pursuant to 11 U.S.C. Sec. 105(d)(1) will be held on April 8, 2024 at 10:00 a.m., in 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27601. The Morning Jump, LLC, sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 24-01113) on April 4, 2024. The Debtor estimated listed assets of $100,000 to $500,000 and liabilities of $1 million to $10 million as of the bankruptcy filing. The Hon. David M. Warren is the case judge. Stevens Martin Vaughn & Tadych, PLLC, led by William P. Janvier, is the Debtor's counsel. MOVING & STORAGE: Continued Operations to Fund Plan Payments ------------------------------------------------------------ Moving & Storage Solutions, Inc., filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization dated April 8, 2024. The Debtor was organized on May 12, 1997, as a Washington for profit corporation by David Powell to provide household moving and storage services to customers in the greater Bellingham Washington area. Through 2015, the company was managed by Mr. Powell and his then wife Kimberly Powell. In 2015, David and Kimberly Powell divorced, and David Powell assumed sole ownership and management of the Debtor. During the last 3 years of operation Mr. Powell caused the Debtor to become obligated on high interest loans which were beyond the Debtor's capacity to service. These loans burdened the Debtor's cash flow and caused the Debtor to become delinquent on tax payments and to fall behind on its facility lease payments which resulted in the Debtor's Landlord threatening eviction. In November 2023, the Mr. Powell attempted to come to terms with his addiction and sought help from friends and family and decided to seek professional counseling. Facing mounting collection pressures from creditors and to halt a threatened eviction, the Debtor filed a petition under Chapter 11, Subchapter V on January 9, 2024. In order to fully realize the benefit from the DLP operation during the plan term and in lieu of the Debtor bringing a recovery action against DLP, this Plan provides that, until all the terms of the confirmed plan are completed, all of David Powell's ownership shares in the DLP will be placed in trust under the control of a trustee and independent financial manager, who are yet to be determined, as set forth in RCW 23B.07.300. The trust will provide that the trustee will have full power to vote, consent, and otherwise exercise all the voting rights and control held by David Powell and in its sole discretion have ultimate and sole authority and control of the DLP operation, which will include receiving the DLP revenue and applying the same to the expenses of the Debtor. The control will be subject to a monthly review by the financial manager to ensure compliance with the terms and conditions set forth in this plan and under the ongoing jurisdiction of the United States Bankruptcy Court. Class 3 consists of general unsecured claims. The holders of allowed general unsecured claims will be paid $1,500.00 per month, to be shared pro rata beginning May 15, 2024, for 22 months, then $6,500.00 for 36 months. In addition, the holders of allowed general unsecured claims will be paid yearly payments beginning on March 15 of each year of the balance in the Capital Reserve Account that exceeds $20,000.00. This Class is impaired. Class 4 consists of general unsecured claims with payments made pursuant to Section 1122 (b) of the Bankruptcy Code. Any general unsecured claim whose monthly pro rata share of the Class 2 disbursement amount equals less than $2.00 per month will be paid its full pro rata share on May 5, 2024. This Class is impaired. Class 5 consists of Interest of Equity Security Holder David Powell. David Powell holds a 100% shareholder interest in the Debtor which will be retained until payments provided for in the Plan are paid in full. The Plan will be funded with revenue from the Debtor's operation. A full-text copy of the Plan of Reorganization dated April 8, 2024 is available at https://urlcurt.com/u?l=L64q9c from PacerMonitor.com at no charge. Counsel to the Debtor: Jennifer L. Neeleman, Esq. Neeleman Law Group, P.C. 1403 8th Street Marysville, WA 98270 Tel: (425) 212-4800 Fax: (425) 212-4802 About Moving & Storage Solutions Moving & Storage Solutions, Inc., was organized on May 12, 1997, as a Washington for profit corporation by David Powell to provide household moving and storage services to customers in the greater Bellingham Washington area. Moving & Storage Solutions sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-10039-CMA) on Jan. 9, 2024. In the petition signed by David Powell, president, the Debtor disclosed up to $5000,000 in assets and up to $1 million in liabilities. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., is serving as the Debtor's legal counsel. MULLEN AUTOMOTIVE: To Focus on Near Term Commercial Opportunities ----------------------------------------------------------------- Mullen Automotive, Inc. announced the Company has initiated significant cost reduction and consolidation measures, aligning budget to current conditions. Actions are expected to drive an estimated $170 million reduction in the Company's operating and investing cash flow expenses over the next 12 months when compared to operating and investing cash flows for the 12 months ended Sept. 30, 2023. Operating and investing cash flows were $179 million and $108 million, respectively, for the 12 months ended Sept. 30, 2023. Reductions in operating cash flows are estimated to be approximately $69 million and investment spending is estimated to contract by $101 million over the next 12 months when compared to the Company's spend over the last fiscal year. Mullen is making these changes to refine business operations and better align focus on the commercial EV segment that has opportunity to drive near term revenue for the Company, including projected April sales of 100 commercial EVs by Randy Marion Automotive Group. "Momentum is increasing and we have transactions with fleets of varying sizes and vocations," said Brad Sigmon, vice president of Randy Marion Automotive Fleet Operations. "Building on March transactions, our April goal is to move 100 units of Mullen Commercial EVs." The overall changes are focused on long-term growth and are intended to reduce the Company's costs during a time when the consumer EV sector and overall market has proved challenging. These actions are intended to reduce the company's operating outlay when compared to the previous fiscal year. The Company's planned changes include the following: * Prioritizing near term revenue opportunities and significantly curtailing noncommercial programs * Integration of Troy and Irvine engineering centers with focus on building efficiency through consolidation * Focus on expanding national commercial dealer network "Our refined business operational focus will improve our financial results and allow us to take advantage of current market opportunities while also driving long-term growth and shareholder value," said David Michery, CEO and chairman of Mullen Automotive. About Mullen Mullen Automotive Inc., f/k/a Net Element Inc., is a Southern California-based automotive company building the next generation of commercial electric vehicles ("EVs") with two United States-based vehicle plants located in Tunica, Mississippi, (120,000 square feet) and Mishawaka, Indiana (650,000 square feet). In August 2023, Mullen began commercial vehicle production in Tunica. In September 2023, Mullen received IRS approval for federal EV tax credits on its commercial vehicles with a Qualified Manufacturer designation that offers eligible customers up to $7,500 per vehicle. As of January 2024, both the Mullen ONE, a Class 1 EV cargo van, and Mullen THREE, a Class 3 EV cab chassis truck, are California Air Resource Board (CARB) and EPA certified and available for sale in the U.S. Mullen Automotive incurred a net loss of $1.01 billion for the year ended Sept. 30, 2023, a net loss of $740.32 million for the year ended Sept. 30, 2022, and a net loss of $44.24 million for the year ended Sept. 30, 2021. As of Sept. 30, 2023, the Company had $421.71 million in total assets, $148.90 million in total liabilities, and $272.81 million in total stockholders' equity. Larkspur, California-based RBSM LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Jan. 16, 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. NEELY GROUP: Court OKs Cash Collateral Access Thru April 30 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized The Neely Group, Inc. to use cash collateral, on an interim basis, in accordance with the budget, through April 30, 2024. Old National Bank has a valid blanket lien on the Debtor's assets and the cash proceeds of the assets. Old National holds a senior security interest in all of the Debtor's assets through a valid first priority duly filed lien, except that the debtor does not stipulate that Old National's lien on cash proceeds is senior to The UPS Store, Inc.'s set-off rights or possessory lien in the proceeds. Old National holds a loan made to the Debtor. The loan is evidenced by (1) a Promissory Note dated October 19, 2022, in the principal amount of $1.6 million; (ii) a Business Loan Agreement dated October 19, 2022, in the same amount; (iii) a Commercial Security Agreement dated October 19, 2022, in the same amount; and (iv) that a UCC Financing Statement filed with the Illinois Secretary of State on October 21, 2022, as document number 28989652. As of the petition date, the total balance due Old National was not less than $1.520 million. Old National is granted adequate protection for its security interests. a. The Debtor must permit Old National to inspect, upon reasonable notice and within reasonable hours, the Debtor's books and records. b. The Debtor must maintain and pay premiums to insure Old National's collateral against fire, theft and water damage, and the Old National consents to the payment of premiums from its cash collateral. c. The Debtor must, upon reasonable request, make available to Old National evidence of its collateral or proceeds. d. The Debtor must maintain and properly manage Old National's collateral. e. Old National is granted replacement liens to the same extent, priority, and validity as existed pre-petition on all of the Debtor's now-existing or hereafter-acquired property, real or personal, whether in existence before or after the petition date, including accounts receivable, inventory, general intangibles, refunds, credits, machinery and equipment, and the proceeds and products thereof, to the extent actually used and for the diminution, if any, in the value of Old National's collateral the Debtor's indebtedness. and the replacement liens will be the same liens as pre-petition valid liens of record. In return for the Debtor's continued interim use of cash collateral, Old National is granted monthly adequate protection payments of $18,078. The initial cash collateral payment is due April 5, 2024, and the remaining cash collateral payments are due on the 5th day of each month thereafter, until further order of the court, to protect against any diminution in value of the collateral. Old National may take its adequate protection payment from the Debtor's DIP account at Old National on the 5th day of each month. For any post-petition diminution in the value of Old National's interest in the cash collateral, Old National is granted an administrative expense claim under 11 U.S.C. section 507(b). These events constitute an "Event of Default": (a) failure to comply with any of the adequate protection or reporting obligations in the order, (b) failure to comply with any of the order's terms, (c) failure to timely pay the adequate protection payments due Old National or rent payments due any of the landlords, (d) the Debtor's payment of any amount not set forth in the budget, and (e) dismissal or conversion of the case or appointment of a chapter 11 trustee or examiner. A further hearing on the matter is set for April 29 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=AGeApb from PacerMonitor.com. The Debtor projects $85,000 in gross revenues and $86,490 in total expenses for one month. About The Neely Group, Inc. The Neely Group, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-03859) on March 18, 2024. In the petition signed by Morrell Neely, owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Benjamin Goldgar oversees the case. NEW ANTHEM: Rebecca Redwine Named Subchapter V Trustee ------------------------------------------------------ Brian Behr, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina, appointed Rebecca Redwine as Subchapter V trustee for New Anthem, LLC. About New Anthem New Anthem, LLC operates a brewery. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-01126) on April 4, 2024, with $859,996 in assets and $4,146,783 in liabilities. J. Aaron Skiles, manager, signed the petition. Judge Joseph N. Callaway presides over the case. Oliver Carter III, Esq., at Carter & Carter, P.A. represents the Debtor as legal counsel. NEW HOPE CULTURAL: Moody's Cuts Rating on 2020A Revenue Bonds to B3 ------------------------------------------------------------------- Moody's Ratings has downgraded to B3 from B1 the ratings on New Hope Cultural Education Facilities Finance Corporation's (TX) $34,890,000 Student Housing Revenue Bonds (NCCD - Brenham Properties LLC - Blinn College Project), Series 2020A and $880,000 Taxable Student Housing Revenue Bonds (NCCD - Brenham Properties LLC - Blinn College Project), Series 2020B (collectively the "Bonds"). The downgrade of the rating to B3 is based on the decline in occupancy at the project (57% Spring 2024) and continued decline of enrollment at the campus, which remain approximately 23% below pre-pandemic levels. This lower occupancy will require the project to utilize funds (outside of the debt service reserve) to pay the upcoming debt service payment. The negative outlook reflects that the project's declining occupancy and reduced liquidity will result in debt service reserve taps in the next 12-18 months should occupancy not materially increase. RATINGS RATIONALE The B3 rating reflects the continued trend of lower-than-expected project occupancy (57% Spring 2024) and declining college enrollment, which will result in ongoing weak financial performance and prolonged liquidity strain. The project has enough money on hand in the operating contingency fund (outside of the debt service reserve) to cover the July 1, 2024 debt service payment. These operating contingency funds will be depleted following this payment. If project occupancy does not materially increase in the 2024-2025 academic year, revenues will likely be insufficient to cover the January 1, 2025 debt service payment, which will result in a tap to the debt service reserve. Social considerations, specifically declining enrollment at the College, is a key driver of this rating action as enrollment at the campus has still not recovered to pre-pandemic levels. RATING OUTLOOK The negative outlook is due to the project's continued liquidity decline and ongoing occupancy challenges that are expected to continue over the outlook period. A further downgrade is likely if financial performance does not materially improve during the 2024-2025 academic year, resulting in significant taps to the debt service reserve. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Sustained enrollment and occupancy growth and/or financial support from the College that positively impacts debt service coverage to above 1.2x FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Significant taps to the debt service reserve fund -- Prolonged sub-par occupancy and rent levels below prior years LEGAL SECURITY The bonds are special limited obligations payable solely from the revenues of the project and other funds held with Trustee. The obligations are secured by payments made under the Loan Agreement, a leasehold mortgage, and amounts held by the Trustee under the Indenture. The project is a stand-alone housing project with non-recourse to Blinn College, the State of Texas, National Campus and Community Development Corporation, or the Issuer. PROFILE The Obligor and Owner, NCCD - Brenham Properties LLC, is a single member limited liability company organized and existing under the laws of the State of Texas for the purpose of developing and financing certain facilities for the benefit of Blinn College. The sole member of the Obligor is National Campus Community Development Corporation, a 501(c)(3) Texas non-profit corporation. METHODOLOGY The principal methodology used in these ratings was Global Housing Projects published in June 2017. NGUYEN RAINBOW: Court OKs Cash Collateral Access Thru April 30 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Nguyen Rainbow Inc. and affiliates to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance, through April 30, 2024. Pursuant to Secured Lenders' financing statements filed with the Texas Secretary of State, the Secured Lenders are asserting liens on the Debtors' cash and receivables. As provided in the First Day Declaration, the Debtors believe the indebtedness to Chase Bank is $65,000 and $565,000 to the U.S. Small Business Administration. The court said the Debtors and Secured Lenders may extend the Cash Collateral Period without further notice to creditors or order of the Court, provided that a Stipulation Extending Cash Collateral Order signed by counsel to the Debtors and counsel of the Secured Lenders is filed together with a copy of a budget should there be any changes from the existing budgets. To the extent of the aggregate Diminution of Value, if any, of their respective interests in the cash collateral, the Secured Lenders will have valid and perfected additional and replacement security interests in, and liens upon, all of the relevant Debtor's right, title and interest in, to, and under all of Debtor's now owned and after-acquired cash, and cash collateral. To the extent of the aggregate Diminution of Value, if any, of their respective interests in the cash collateral, and subject the Carve-Out and subject to any ad valorem tax liens, the Secured Lenders are granted, in addition to claims under 11 U.S.C. Section 503(b), an allowed superpriority administrative expense claim pursuant to 11 U.S.C. Section 507(b). The term "Carve-Out" will mean (i) Court-allowed fees and expenses of a trustee appointed under 11 U.S.C. Section 1183, (ii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses incurred by persons or firms retained by the Debtors pursuant to 11 U.S.C. Sections 327, 328, or 363, (iii) quarterly fees required to be paid to the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6), if any (iv) any fees payable to the Clerk of the Bankruptcy Court, and (v) all reasonable fees and expenses incurred by a trustee, if any, under 11 U.S.C. Section 726(b) in an amount not exceeding $50,000. A final hearing on the matter is set for May 20 at 3 p.m. A copy of the motion is available at https://urlcurt.com/u?l=jcsWxy from PacerMonitor.com. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=yUQd9w from PacerMonitor.com. The Debtor projects total cash paid out, on a weekly basis, as follows: $64,620 for the week beginning April 22, 2024; and $74,319 for the week beginning April 29, 2024. About Nguyen Rainbow Inc. Nguyen Rainbow Inc. operates a restaurant equipment and supply retail store in the Westchase district of Houston, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31591) on April 8, 2024. In the petition signed by Giao T Nguyen, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Susan Tran Adams, Esq., at Tran Singh, LLP, represents the Debtor as legal counsel. OVERSTOCKED MATTRESS: Michael Thomson Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 19 appointed Michael Thomson as Subchapter V trustee for Overstocked Mattress and Furniture, LLC. Mr. Thomson will be paid an hourly fee of $445 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Thomson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael F. Thomson 222 South Main Street, Suite 1730 Salt Lake City, UT 84101 801-478-6917 Email: thomsonm@gtlaw.com About Overstocked Mattress and Furniture Overstocked Mattress and Furniture, LLC specializes in offering a wide selection of high-end furniture and mattresses. The company is based in Boise, Idaho. Overstocked Mattress filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 24-21397) on March 29, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Nathan Chetrit, managing member, signed the petition. Judge Kevin R. Anderson presides over the case. Geoffrey L. Chesnut, Esq., at Red Rock Legal Services, PLLC represents the Debtor as bankruptcy counsel. PATHWAY VET: S&P Downgrades ICR to 'CCC+' on Cash Flow Deficits --------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on U.S.-based veterinary practice management company Pathway Vet Alliance LLC (doing business as Thrive Pet Healthcare) to 'CCC+' from 'B-' and its issue-level rating on its senior secured credit facility to 'CCC+' from 'B-'. S&P's '3' recovery rating (rounded estimate: 50%) on the facility is unchanged. S&P said, "The downgrade reflects our expectation that, despite some margin improvement, Thrive will continue to generate material free cash flow deficits through 2025 and, potentially, 2026. The company continues to generate lower margins than the peak levels it achieved in 2020 and 2021 due to labor constraints and lower overall volumes in its industry. Thrive is facing challenges in hiring, retaining, and scheduling its care providers, which have reduced its volumes, led to the underutilization of its capacity, and required it to use higher-cost contract labor to meet its demand, especially in its specialty hospitals. Although we expect some margin improvement in 2024 and 2025 as Thrive implements cost-savings initiatives related to its doctor hiring and scheduling, these initiatives are playing out more slowly than we had previously expected. We now expect the company's S&P Global Ratings-adjusted EBITDA margins will be in the mid-11% range in 2023 before expanding to the mid- to high-13% range in 2024 and 2025. "Due to our expectation for continued compressed margins, we now forecast Thrive will report a free cash flow deficit of $90 million-$100 million in 2023, which will improve to a deficit of $60 million-$80 million in 2024. We expect the company will be able to cut back on its capital expenditure (capex) in 2025 following the end of its previously contracted projects in 2024. This, coupled with our forecast for a slight improvement in its margins, leads us to expect that Thrive will generate a free cash flow deficit of just $10 million-$30 million by 2025. We currently expect the company to generate break-even free cash flow in 2026, though we see some risk that it will be unable to improve its operating results, especially if the Fed delays its interest-rate cuts. "We forecast the company's revenue will marginally decline in 2023 before expanding by the low-single digit percent range in 2024, slightly trailing the overall industry. We expect that Thrive's total revenue will decline slightly in 2023 because of decreased volumes, which it will partially offset with the benefits from the pricing increases it implemented during the year. The company continues to deal with open appointment slots due to understaffing, specifically on the specialty side of its business, which have reduced its volumes. In 2024, we expect Thrive will increase its revenue by the low-single-digit percent area supported by a low- to mid-single digit percent rise in its pricing, which will be partially offset by an expected 1%-2% decrease in its volumes across the veterinary industry as pet adoption trends continue to normalize following the pandemic-related boom. In 2025, we expect industry volumes will increase by historical levels in the low-single-digit percent area, which we expect--when coupled with its standard price increases and improved operations--will improve Thrive's revenue by the mid-single digit percent area. "Thrive's liquidity position has significantly deteriorated over the past year because of its cash flow deficits and we now consider its liquidity to be less than adequate. The company ended 2022 with approximately $345 million of cash and liquid investments. We currently estimate Thrive ended 2023 with approximately $180 million of cash and expect it will burn approximately $80 million-$90 million of cash in 2024, inclusive of debt service costs, which could reduce its cash balance below $100 million by the end of the year. At the current pace, we expect Thrive could run out of cash in 2025 or early 2026, although we expect improvements in its operating performance and potential interest rate cuts will reduce its cash outflow in 2025. Additionally, the company's undrawn revolver became current in March 2024, thus we no longer include it in our liquidity calculations. "The negative outlook reflects the risk that macroeconomic or business conditions will worsen and lead to larger free cash flow deficits at Thrive. This could cause us to expect the company will default or complete a debt restructuring that we would consider tantamount to default in the next 12 months. "Governance factors are a moderately negative consideration in our credit rating analysis of Thrive. Our highly leveraged assessment of the company's financial risk profile reflects that its corporate decision making prioritizes the interests of its controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 25% Discount ------------------------------------------------------------ Participations in a syndicated loan under which PECF USS Intermediate Holding III Corp is a borrower were trading in the secondary market around 75.5 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $2 billion Term loan facility is scheduled to mature on December 15, 2028. About $1.96 billion of the loan is withdrawn and outstanding. PECF USS Intermediate Holding III Corporation is the issuing entity for a debt extended to United Site Services Inc., a provider of portable sanitation and related site services. PENNSYLVANIA REAL ESTATE: Exits Chapter 11 Bankruptcy ----------------------------------------------------- Donna Rovins of Daily Local News reports that the owner of several malls in Chester, Delaware and Montgomery counties has emerged from Chapter 11 bankruptcy, completing a financial and corporate restructuring. Pennsylvania Real Estate Investment Trust -- commonly referred to as PREIT --recently emerged from bankruptcy through an expedited process, saying the reorganization "sets up PREIT with a stronger and leaner balance sheet." PREIT owns and manages six Pennsylvania properties, including Plymouth Meeting Mall in Plymouth Township, Montgomery County; Willow Grove Park Mall in Abington Township, Montgomery County; Exton Square Mall in West Whiteland, Chester County; and Springfield Mall in Springfield, Delaware County. The company filed for Chapter 11 bankruptcy protection in December 2023 — its second filing since 2020. The company said in its December filing it was taking steps to execute a "comprehensive reorganization." As a result of its corporate reorganization, PREIT is no longer a publicly traded company. In addition, the company has implemented changes to its management and board of directors. Jared Chupaila has been named chief executive officer of PREIT by the company's board of managers, effective immediately. He will also serve as a member of the PREIT's board. Chupaila succeeds Joseph F. Coradino, who held the title of chief executive officer since 2012 -- and led the company through the most recent restructuring. Coradino will continue to serve in a consultant capacity to the company through the transition. He had been with the company for more than 40 years, serving in a variety of capacities. Chupaila has more than 20 years of experience in commercial real estate executive leadership, corporate strategy, asset management, and leasing and operations. He most recently served as CEO of Brookfield Properties retail real estate vertical (formerly GGP Inc.), where he oversaw the company's U.S. portfolio of more than 150 retail centers spanning 150 million square feet across 43 states. PREIT's pre-packaged reorganization plan was supported by 100% of the company's secured lenders, according to a press release. Through the plan, PREIT reduced its total debt by approximately $835 million and received commitments of approximately $130 million of new financing from a diverse group of leading investors Redwood Capital Management LLC and Nut Tree Capital Management LP. In addition, PREIT's existing equity interests, including $384 million of preferred equity interests, were extinguished in exchange for a $10 million cash distribution. PREIT also negotiated a release of guarantees associated with the Fashion District Philadelphia joint venture -- transferring its equity interest in the Fashion District Philadelphia to its joint venture partner, Macerich, in exchange for a full and complete release and an indemnification of any claims that PREIT may owe under its guarantees issued in connection with the Fashion District Philadelphia Loan Agreement, the release stated. In addition to the appointment of a new CEO, Glenn J. Rufrano has been named executive chairman of the board of managers effective immediately and will work alongside current board members, Vishal Chanani of Redwood Capital Management LLC and Eric Hsiao of Nut Tree Capital Management LP. PREIT previously filed for bankruptcy in November 2020, emerging from bankruptcy one month later -- on Dec. 11, 2020. The company said at the time that the filing was the next step in executing its financial restructuring plan. Headquartered in Philadelphia, PREIT owns and manages retail shopping malls in eight states in the Eastern U.S. with a concentration in the Mid-Atlantic and greater Philadelphia region. 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. PHH MORTGAGE: Moody's Hikes CFR to B3 & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Ratings has upgraded PHH Mortgage Corporation's (PMC) corporate family rating to B3 from Caa1 and affirmed its B2 senior secured debt rating. PMC's outlook was changed to stable from positive. RATINGS RATIONALE The upgrade of the CFR reflects PMC's progress towards achieving sustainable profitability. From 2012-17, several state regulatory bodies as well as the Consumer Financial Protection Bureau (CFPB) raised a series of issues regarding PMC's parent company, Ocwen Financial Corporation (Ocwen), which ultimately resulted in the company's inability to acquire new mortgage servicing rights (MSRs) and led to substantial losses. Since that period, the firm has settled all of these outstanding legal matters and is once again able to acquire new MSRs (although it continues to work with the New York Department of Financial Services (NY DFS) on lifting certain MSR growth restrictions related to New York loans). The firm has also grown and expanded its network of capital partners that will enable it to continue to grow its servicing business, particularly its subservicing portfolio. As with other non-bank mortgage finance companies, PMC has experienced profitability headwinds due to the high interest rate environment, which has depressed mortgage originations. However, PMC has developed a lower cost structure over the last two years, which should allow it to earn solid returns over time. The upgrade also reflects the company's sound liquidity and funding profile. In 2021, Ocwen entered into a partnership with Oaktree Capital Management, L.P., which included a new joint venture between the parties in order to invest in MSRs along with a loan from Oaktree to Ocwen, which strengthened the firm's funding and aided senior creditors at PMC. The firm's liquidity remains solid, aided by operating cash flows as well as selective asset sales, which should enable the company to meet its financial obligations. Notwithstanding the improvement in the underlying fundamentals of the business, the firm's capitalization has declined since 2022. The company's capitalization, as measured by tangible common equity (TCE) to adjusted tangible managed assets (TMA, which excludes the Ginnie Mae loans eligible from repurchase from the capital ratio) was 3.2% as of December 31, 2023, down from 4.6% as of June 30, 2022. PMC's modest reported capitalization is partly due to the inclusion of securitized Home Equity Conversion Mortgages (HECMs) and related liabilities on its balance sheet, in accordance with US GAAP accounting standards, even though PMC does not hold a continuing economic interest in these loans outside of servicing them. When also adjusting the capital ratio for reverse mortgage loans and securitizations on its balance sheet, the company's capital levels were more solid at 9.4% as of December 31, 2023, but down from 12.0% as of June 30, 2022. The decline in TCE/TMA was driven by downward MSR valuation adjustments and higher interest expense, driving a loss in 2023, as well as from modest growth in the company's assets. Moody's Ratings expects a modest improvement in Ocwen's capitalization over the next 12-18 months due to the expected growth in retained earnings, which will be beneficial to creditors. PMC's stable outlook reflects Moody's Ratings' expectation that Ocwen will report improved earnings and capitalization over the next 12-18 months. The affirmation of the B2 senior secured debt rating reflects the volume and priority of the PMC notes within Ocwen's debt capital structure. The notes benefit from their higher priority relative to the holding company debt issued by Ocwen. Absent the existence of debt junior to it, the PMC notes would likely be rated at the same level as the CFR. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS PMC's ratings could be upgraded if the firm improves its financial performance, such as increasing its profitability, as measured by a ratio of net income to average managed assets (NI/AMA), to consistently above 1%, while maintaining its TCE to adjusted TMA (which excludes the Ginnie Mae loans eligible from repurchase and HECM assets and liabilities from the capital ratio) above 12.5%, without a weakening of its liquidity profile or any material, negative regulatory developments. The ratings could be downgraded if the firm is unable to sustainably maintain breakeven profitability; if capitalization weakens, as measured by TCE to adjusted TMA to below 9%; if regulatory actions or litigation materially restrict the company's business activities or harm its franchise and reputation; or if the company is subject to regulatory or legal actions resulting in material fines or judgments. The B2 rating on the PMC notes could also be downgraded if the firm's capital structure no longer includes sufficient debt junior to the PMC notes such that the ratio of total unsecured debt to secured debt falls below 15%. PHH Mortgage Corporation is a wholly-owned operating subsidiary of Ocwen Financial Corporation, (Ocwen, NYSE: OCN). The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. PLUTO ACQUISITION: $850MM Bank Debt Trades at 15% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Pluto Acquisition I Inc is a borrower were trading in the secondary market around 84.6 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $850.6 million Term loan facility is scheduled to mature on September 20, 2028. About $848.4 million of the loan is withdrawn and outstanding. Pluto Acquisition I, Inc. provides health care services. PSG CONCRETE: Unsecured Creditors to Split $3K over 12 Months ------------------------------------------------------------- PSG Concrete & Excavation, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated April 4, 2024. PSG is a Florida Limited Liability Company formed on September 22, 2021. PSG delivers concrete and asphalt to businesses, commercial property owners, and commercial contractors. The Debtor's business operations are handled in the field. The Debtor's books and records are maintained at the residence of the Debtor's principal, Kenneth Wood, at 2101 Stratford Dr., Deland, FL 32720. The Debtor filed the instant case due to on-going litigation with (i) equipment financer De Lage Landen Financial Services Inc.; and (ii) Debtor's former client, Blue Water LLC. The instant Subchapter V case plan will enable the Debtor to repay and restructure all its debt within 12 months of the Effective Date of the Plan as the Debtor continues to diversify its customer base and increase revenue. This Plan provides for payment to: 1 class of general unsecured claims; and 1 class of equity security holders. Creditors receiving distributions under the Plan will be paid from the net proceeds of the operations of the Debtor's business, its projected cumulative disposable income. This is a "pot" plan. Non-priority unsecured creditors will receive a pro rata distribution of a "pot" of $3,000.00, which is more than such creditors would receive under a hypothetical Chapter 7 liquidation. This Plan also provides for the payment of administrative and priority claims in full (100%). Class 1 consists of Allowed general unsecured claims. To the extent the following unsecured creditors have Allowed clams, each such creditor will receive its pro rata share of the $3,000.00 "pot" for unsecured creditors. Payments of each creditor's pro rata share will be split into 12 equal monthly payments commencing on the Effective Date of the Plan. Class 1 is impaired. Holders of General Unsecured Claims include De Lage Landen Financial Services, Inc.; Blue Water, LLC; Dr. Timothy Lincoln; Verizon Connect; Mark Vincent Homes; and Intuit. Class 2 consists of all membership interests, warrants, and equity interests currently issued or authorized in the Debtor. Holders of Class 2 claims shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. The Reorganized Debtor will make all payments contemplated under the Plan. A full-text copy of the Plan of Reorganization dated April 4, 2024 is available at https://urlcurt.com/u?l=d8NPnj from PacerMonitor.com at no charge. Attorney for the Debtor: WINTER PARK ESTATE PLANS & REORGS: A PRIVATE LAW PRACTICE Melissa A. Youngman, Esq. 831 W. Morse Blvd. Winter Park, FL 32789 407.374.1372 Phone: my@melissayoungman.com About PSG Concrete & Excavation PSG Concrete & Excavation, LLC, delivers concrete and asphalt to businesses, commercial property owners, and commercial contractors. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00044) on Jan. 5, 2024, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Grace E. Robson oversees the case. Melissa A. Youngman, Esq., at Winter Park Estate Plans & Reorgs, is the Debtor's legal counsel. QHT-US INC: Court OKs Cash Collateral Access Thru May 1 ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of Utah, Central Division, authorized QHT-US Inc. to use cash collateral on an interim basis, in accordance with the budget, through May 1, 2024. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to cover ordinary and necessary operating expenses in accordance with the budget, with a 10% variance. The creditors that assert an interest in the Debtor's cash collateral are RFFC Financial LLC, Everett Business Financing, and Empire Recovery Solutions. The Debtor believes that RFFC Financing LLC's secured claim has priority over the interest of the other Cash Collateral Creditors. And because the value of the Pre-Petition Cash Collateral is substantially less than the amount of RFFC's claim, the Debtor believes that RFFC will be the sole Cash Collateral Creditor that will, ultimately, be treated has having a secured claim in the Pre-Petition Cash Collateral. As of the petition date, the Debtor's collateral that is, or will become, cash, through the Debtor's manufacturing process, has a value of approximately $109,715. There are several line items projected in the Budget which represent prospective payment for pre-petition debt--namely, for Isomalt ($44,757, owed to Beneo Inc.), for Pouches Menthol and Pouches HC ($31,876, owed to Aspen Press); and for Wrapping Film ($8,980, owed to Futamura Group). The court ruled the Cash Collateral Creditors will be granted a perfected, post-petition lien in the Debtor's post-petition inventory, accounts receivable, deposit accounts, and cash generated by its post-petition operations (but not including funds that may be received by the Debtor from post-petition loans or employee retention tax credits that may be received by the Debtor post-petition or through chapter V avoidance actions) to replace the value of any Pre-Petition Cash Collateral used by the Debtor, which will attach to the Post-Petition Replacement Collateral according to the priority of their pre-petition security interests in the Pre-Petition Cash Collateral and which will be valid and enforceable without any further action by the Debtor, the Cash Collateral Creditors, or any other person, and without the necessity of execution by the Debtor, or the filing or recordation, of any financing statements, security agreements, mortgages, deeds of trust, or other documents. A final hearing on the matter is set for May 1 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=8taO9N from PacerMonitor.com. About QHT-US, Inc. QHT-US, Inc. is a family owned healthy lozenge manufacturer located in Utah. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-21569) on April 8, 2024. In the petition signed by John W. Taylor, president/CEO, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Kevin R Anderson oversees the case. Adam S. Affleck, Esq., at Richards Brandt Miller Nelson, oversees the case. QURATE RETAIL: Schedules First Quarter Conference Call for May 8 ---------------------------------------------------------------- Qurate Retail, Inc. will host a conference call to discuss results for the first quarter of 2024 on Wednesday, May 8th at 8:30 a.m. E.T. Before the open of market trading that day, Qurate Retail will issue a press release reporting such results, which can be found at https://www.qurateretail.com/investors/news-events/press-releases. The press release and conference call may discuss Qurate Retail's financial performance and outlook, as well as other forward looking matters. Please call InComm Conferencing at (877) 704-4234 or +1 (215) 268-9904, passcode 13742823, at least 10 minutes prior to the call. Callers will need to be on a touch-tone telephone to ask questions. The conference administrator will provide instructions on how to use the polling feature. In addition, the conference call will be broadcast live via the Internet. All interested participants should visit the Qurate Retail website at https://www.qurateretail.com/investors/news-events/ir-calendar to register for the webcast. Links to the press release and replays of the call will also be available on the Qurate Retail website. The conference call will be archived on the website after appropriate filings have been made with the SEC. About Qurate Retail Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns controlling and non-controlling interests in a broad range of video and online commerce companies. The Company's largest businesses and reportable segments are QxH (QVC U.S. and HSN) and QVC International. QVC, Inc., which includes QxH and QVC International, markets and sells a wide variety of consumer products in the United States and several foreign countries via highly engaging video-rich, interactive shopping experiences. Cornerstone Brands, Inc. consists of a portfolio of aspirational home and apparel brands, and is a reportable segment. The Company's "Corporate and other" category includes its consolidated subsidiary Zulily, LLC, along with various cost and equity method investments. Qurate Retail reported a net loss of $94 million for the year ended Dec. 31, 2023, compared to a net loss of $2.53 billion for the year ended Dec. 31, 2022. Qurate Retail received on Sept. 14, 2023, written notice from The Nasdaq Stock Market notifying the Company that, because the closing bid price for the Company's Series A common stock, par value $0.01 per share ("QRTEA"), has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing of QRTEA on the Nasdaq Global Select Market. * * * As reported by the TCR on March 21, 2023, S&P Global Ratings lowered its issuer credit rating on U.S.-based video commerce and online retailer Qurate Retail Inc. to 'CCC+' from 'B-'. S&P said, "We view the company's capital structure as potentially unsustainable in a rising interest rate environment. We expect Qurate's adjusted leverage to remain high, above the 6x area in 2023." RENALYTIX PLC: Repays $1.1 Million of Convertible Bonds ------------------------------------------------------- Renalytix plc announced the repayment of $1.06 million of principal and interest amount due under the Company's convertible bonds for the period from Jan. 8, 2024 to April 7, 2024, further details of the convertible bonds were announced on March 31, 2022. The repayment of the principal and interest amount due for the period is being made through the issue of 1,818,081 American Depositary Shares ("ADSs") representing 3,636,162 ordinary shares of GBP0.0025 each in the capital of the Company on April 11, 2024. After settlement of the repayment, the principal remaining under the convertible bonds will be reduced by $1.06 million to $12.72 million. An application has been made to the London Stock Exchange plc for the new Ordinary Shares to be admitted to trading on AIM. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares of the Company. Total voting rights Following the allotment and issue of the 3,636,162 new Ordinary Shares, the Company will have 123,552,349 Ordinary Shares in issue with each share carrying the right to one vote. The Company has no Ordinary Shares held in treasury. The total number of voting rights in the Company will therefore be 123,552,349. The International Securities Identification Number for the Ordinary Shares is GB00BYWL4Y04. About Renalytix Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ: RNLX) -- www.renalytix.com -- is an in-vitro diagnostics and laboratory services company that is the global founder and leader in the new field of bioprognosis for kidney health. The leadership team, with a combined 200+ years of healthcare and in-vitro diagnostic experience, has designed its KidneyIntelX laboratory developed test to enable risk assessment for rapid progressive decline in kidney function in adult patients with T2D and early CKD (stages 1-3). Renalytix reported a net loss of $45.61 million for the 12 months ended June 30, 2023, compared to a net loss of $45.28 million for the 12 months ended June 30, 2022. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations, expects to incur additional losses and require substantial additional capital to fund its operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. RUNNER BUYER: $500MM Bank Debt Trades at 28% Discount ----------------------------------------------------- Participations in a syndicated loan under which Runner Buyer Inc is a borrower were trading in the secondary market around 72.0 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $500 million Term loan facility is scheduled to mature on October 23, 2028. About $488.8 million of the loan is withdrawn and outstanding. Runner Buyer, Inc. is an e-commerce provider of rugs and home decor products through its website rugsausa.com and e-commerce marketplaces. SANUWAVE HEALTH: Announces Preliminary Revenue Results for Q1 2024 ------------------------------------------------------------------ SANUWAVE Health, Inc. announced that revenues for the first quarter of 2024 are expected to be in the range of $5.7 to $5.9 million, an increase of 51% to 56% over Q1 2023 and consistent with the high end of the range of guidance given in the Company's Q4 2023 earnings release from March 22, 2024. "As with much of the medical device and wound care industry, Q1 tends to be a seasonally softer quarter for Sanuwave, but the underlying strength of our business has led to a smaller seasonal effect than that seen in recent years," said CEO Morgan Frank. "This was the highest Q1 revenue in Company history by a wide margin, and the second best revenue quarter in Company history behind only Q4 2023. We're excited to report year-on-year revenue growth in excess of 50% for the quarter, a significant acceleration in growth versus prior quarters. The Company plans to release its full Q1 results in mid-May, and we look forward to speaking with you then to give you a more complete update on our quarterly performance and our future plans and guidance." The preliminary revenue results are based on management's initial analysis of the first quarter ended March 31, 2024, and may be subject to adjustments based on the Company's completion of its quarter-end financial close process. About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and shock wave technology company using patented systems of noninvasive, high-energy, acoustic shock waves or low intensity and non-contact ultrasound for regenerative medicine and other applications. The Company's focus is regenerative medicine utilizing noninvasive, acoustic shock waves or ultrasound to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. The Company's two primary systems are UltraMIST and PACE. UltraMIST and PACE are the only two Food and Drug Administration (FDA) approved directed energy systems for wound healing. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has incurred recurring losses and needs to raise additional funds to meet its obligations, sustain its operations, and to resolve the events of default on the Company's debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SAS AB: Defers Interest Payments as Part of Chapter 11 Process -------------------------------------------------------------- SAS AB said April 9, 2024, it will defer the interest payments due April 23 and 26, 2024, respectively, on its perpetual capital securities, as part of the Company's voluntary chapter 11 process in the U.S and the company reorganization proceeding in Sweden. The deferral of interest payment is made in accordance with the terms and conditions for the respective capital securities. This means that SAS defers the approximately SEK 84.2 million semi-annual interest payment due April 23, 2024 on its outstanding SEK 1,615 million perpetual capital securities with ISIN SE0014957999, and the approximately SEK 319.6 million semi-annual interest payment due April 26, 2024 on its in aggregate outstanding SEK 6,000 million subordinated perpetual capital securities with ISIN SE0014958005 and SE0014958013. For further information, please contact: SAS press office, +46 8 797 29 44 Investor Relations: +46 70 997 7070 About Scandinavian Airlines SAS SAB -- https://www.sasgroup.net/ -- Scandinavia's leading airline, with main hubs in Copenhagen, Oslo and Stockholm, is flying to destinations in Europe, USA and Asia. In addition to flight operations, SAS offers ground handling services, technical maintenance, and air cargo services. SAS is a founder member of the Star Alliance, and together with its partner airlines offers a wide network worlxdwide. SAS AB and its subsidiaries, including Scandinavian Airlines Systems Denmark-Norway-Sweden and Scandinavian Airlines of North America Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5, 2022. In the petition filed by Erno Hilden, authorized representative, SAS AB estimated assets between $10 billion and $50 billion and liabilities between $1 billion and $10 billion. Judge Michael E. Wiles oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP as global legal counsel; Mannheimer Swartling Advokatbyra AB as special counsel; FTI Consulting, Inc., as financial advisor; Ernst & Young AB as tax advisor; and Seabury Securities, LLC, and Skandinaviska Enskilda Banken AB as investment bankers. Seabury is also serving as restructuring advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Willkie Farr & Gallagher, LLP. SCO ENTERPRISES: Unsecureds to Split $90K over 60 Months -------------------------------------------------------- SCO Enterprises, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization for Small Business dated April 8, 2024. The Debtor has operated since 2011 and is the largest independent motorcycle dealership in Southwest Florida. It specializes in used motorcycle sales, service, parts, and accessories. The Debtor has operated since 2011 and is the largest independent motorcycle dealership in Southwest Florida. It specializes in used motorcycle sales, service, parts, and accessories. Coincidentally, during this time period the Debtor received several motorcycles in its inventory that were also in need of extensive repair. These repair costs combined with the temporary decrease in sales resulted in the Debtor defaulting with its primary secured creditor. These factors combined with more aggressive collection activity from the Debtor's creditors made this Chapter 11 filing necessary. This Plan proposes to pay the creditors of the Debtor from the cash flow from its current operations and from future income of the Debtor. In addition, Debtor anticipates receiving significant future inventory financing. This Plan provides for four classes of secured claims; one class of priority unsecured claims; one class of unsecured non-priority claims; and one class for the equity interests of the Debtor. Non priority unsecured creditors holding allowed claims will receive distributions from the Debtor's net cash flow from operations over the life of the Plan. This Plan also provides for the payment of administrative and priority claims in full. Class 3 consists of Non-Priority Unsecured Claims. Holders of allowed unsecured claims against the Debtor shall receive a pro-rata share of a fund totaling $90,000.00, created by the Debtor's payment of a monthly payment for 60 months, with the first monthly payment commencing on the Distribution Date. The monthly payment during the 60 months payment period may fluctuate during the payment period between a range of $1,000.00 a month to $2,000 a month depending on the disposable income of the Debtor, however, such payment will not be less than $1,000.00 per month. Class 4 consists of Equity Interests. All Class 4 interests, upon the effective date, shall be modified so as to deprive the holders thereof of any rights in respect of the Debtor to any distribution upon liquidation of the corporation, or upon sale of all or substantially all the Debtor's assets, and shall be further modified to provide that no dividends shall be paid by reason of such equity interests. Such modification or limitation of equity interests shall remain effective until such time as all the payments contemplated to be made by the terms of the Plan have been made, at which time such modification or limitations shall be removed, and the holders of Class 4 interests shall retain in full such interests without further limitation or restriction. The Debtor shall retain all of its property and operate its business and the funds necessary for the satisfaction of creditors' claims shall be generated from the future income of the Debtor, or from the sale of the Debtor's assets as may be from time to time practical and necessary in order to make the payments required by the Plan. A full-text copy of the Plan of Reorganization dated April 8, 2024 is available at https://urlcurt.com/u?l=sGvfof from PacerMonitor.com at no charge. Attorneys for the Debtor: MARTIN LAW FIRM, P.L., Jonathan M. Bierfeld, Esq. 3701 Del Prado Boulevard S. Cape Coral, Florida 33904 (239) 443-1094 (Telephone) (941) 218-1231 (Facsimile) Email: jonathan.bierfeld@martinlawfirm.com About SCO Enterprises SCO Enterprises, Inc., is a small business which provides motorcycle sales, service, parts, and accessories throughout Southwest Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 2:24-bk-00006-CED) on Jan. 2, 2024. In the petition signed by Stephen C. Leckie, president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Jonathan Bierfeld, Esq., at Martin Law Firm, is the Debtor's legal counsel. SCREENVISION LLC: $175MM Bank Debt Trades at 20% Discount --------------------------------------------------------- Participations in a syndicated loan under which Screenvision LLC is a borrower were trading in the secondary market around 79.9 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $175 million Term loan facility is scheduled to mature on July 3, 2025. About $143.7 million of the loan is withdrawn and outstanding. Screenvision, LLC provides publishing and broadcasting services. SOUND INPATIENT: $610MM Bank Debt Trades at 43% Discount -------------------------------------------------------- Participations in a syndicated loan under which Sound Inpatient Physicians Holdings LLC is a borrower were trading in the secondary market around 57.3 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $610 millionTerm loan facility is scheduled to mature on June 28, 2025. About $585.7 million of the loan is withdrawn and outstanding. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly owned subsidiaries and affiliated companies. Sound Inpatient's principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and Optum Health. SUPOR PROPERTIES: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Supor Properties Enterprises LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to to pay, among other things, the operating expenses, salaries, capital expenditures and general overhead. 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. The Debtors are obligated to Lenders in connection with a commercial loan pursuant to certain loan agreements, promissory notes, guaranties, security agreements, mortgages, forbearance agreements, and related documents entered prior to the commencement of the Debtors' chapter 11 cases as set forth in the Motion. Subject to the resolution of the Debtor Avoidance Claims, the Debtors acknowledge and admit that the amount owed to Frank E. Rodgers 1 LLC by the Debtors as of April 2, 2024, is $95 million and the amount owed to Frank E. Rodgers 2, LLC as of the Petition Date is $2.212 million, plus interest, attorneys' fees, protective advances made on account of the Lenders' Collateral, and other costs on both the FER 1 Claim and the FER 2 Claim that will continue to the accrue under the Loan Documents, which amount is due and payable in full. As adequate protection, the Debtors are directed to make monthly adequate protection payments to Lenders as set forth in the Cash Collateral Budgets beginning on May 1, 2024 and continuing through the first day of each month until the subject Debtor Property is sold, unless otherwise directed by the Court. The Lenders will be granted (i) a superpriority administrative expense claim under 11 U.S.C. section 364(c)(1); and (ii) a security interest in all the Lenders' Collateral and continuing, replacement post-petition liens and security interests in and against all the Lenders' Collateral together with all rents, products and proceeds thereof created and/or acquired prior or subsequent to the Petition Date, to the extent and with the same priority in the Debtors' post-petition collateral, and proceeds thereof, that the Lenders held in the Debtors' prepetition collateral. The Debtor's right to use cash collateral will terminate on the earlier to occur of (a) April 29, 2024 or such later date upon which the Court fixes on notice or (b) the occurrence of an Event of Default that is not cured within any time period permitted. A final hearing on the matter is set for April 29, 2024 at 4 p.m. A copy of the order is available at https://urlcurt.com/u?l=41uqmx from PacerMonitor.com. 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. SWAN LAKE FARM: Greta Brouphy of Heller Named Subchapter V Trustee ------------------------------------------------------------------ The Acting U.S. Trustee for Region 5 appointed Greta Bourphy, Esq., at Heller Draper & Horn, LLC as Subchapter V trustee for Swan Lake Farm Partnership. Ms. Bourphy will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Bourphy declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Greta M. Bourphy Heller Draper & Horn, LLC 650 Poydras St., Ste. 2500 New Orleans, LA 70130-6175 Telephone: 504-299-3300-; Fax 504-299-3399 Email; gbrouphytrustee@hellerdraper.com About Swan Lake Farm Partnership Swan Lake Farm Partnership filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 24-10931) on March 29, 2024, with $1 million to $10 million in both assets and liabilities. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. TABOOLA.COM LTD: S&P Upgrades ICR to 'BB', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on digital marketing services provider Taboola.com Ltd. to 'BB' from 'B+'. At the same time, S&P raised its issue-level rating on the company's senior secured debt to 'BB+' from 'BB-'. S&P's '2' recovery rating on this debt is unchanged. The stable outlook reflects that despite our expectation for S&P Global Ratings-adjusted gross leverage to be around 1x in 2024 (from 2x in 2023), the company has a limited track record at operating at this low level and remains highly exposed to macreoncominc cyclicality. S&P said, "We expect Taboola will maintain leverage of about 1.1x in 2024, well below the threshold for the previous rating. We expect Taboola will generate S&P Global Ratings-adjusted EBITDA of around $200 million in 2024, compared to $103 million in 2023. Taboola expects it will have completed its migration of Yahoo's advertising inventory onto its platform by the end of the third quarter of 2024, leading to a large jump in EBITDA. The company estimates the Yahoo partnership could bring $1 billion of incremental revenue and $150 million of incremental EBITDA over the next couple of years. Taboola reported during its last earnings call that its Yahoo integration remains on schedule; it expects a $100 million revenue contribution from Yahoo in the first quarter of 2024 that will continue to ramp up through 2024 and into 2025. We also expect EBITDA will increase due to new contract wins. Additionally, the company will see increased ad yields as it continues to optimize its ad code, leading to a higher click-through-rate, and further develops its artificial intelligence (AI) capabilities, resulting in more effective ad placement and consumer targeting. "Our lower leverage expectation is also supported by voluntary debt reduction; Taboola bought back $79 million of term loan principal in 2023, following $61 million of voluntary debt reduction in 2022. We believe Taboola has sufficient cash and free cash flow generation to continue to reduce its debt if it chooses to do so. We note the company's current cash balance ($189 million) exceeds that of its term loan ($153 million). However, we believe Taboola will primarily use expected free operating cash flow (FOCF) generation in 2024 on internal investment and shareholder returns. We view it as unlikely that Taboola's management team would engage in an aggressive financial policy that would result in S&P Global Ratings-adjusted leverage sustained above 3x, given its past demonstration of voluntary debt reduction and prudent capital management. "We view the company's commercial partnership with Yahoo as a credit positive for its business. We believe the contract with Yahoo provides a long-term stable revenue source. The company signed a 30-year partnership with Yahoo where the economic incentives of the two companies are aligned, given the revenue share provisions of the agreement and that Yahoo received a 24.99% equity interest in the company. We view it is unlikely for either side to have an incentive to break the contract. We expect traffic acquisition costs (TAC) as a percentage of revenue will rise on a go-forward basis because Yahoo will command a greater percentage of revenue than Taboola's other publishers given its scale. However, we still expect the deal to be accretive to Taboola's margins because of the ad yield uplift it expects to achieve in monetizing Yahoo's ad inventory. "Despite expected growth in 2024, Taboola's digital advertising remains highly cyclical, which could weigh on future performance. This is because expectations for consumer spending drive advertising budgets." Digital advertising, especially the auction-based programmatic advertising that Taboola offers, is sold in real time and tends to react much faster to changes in sentiment. This makes it very easy for advertisers to scale back or halt their ad campaigns. Additionally, auction-based digital advertising is more weighted toward small and midsize businesses that focus more on advertising performance and do not have the financial resources to build brands throughout a downturn. Furthermore, Taboola competes against larger competitors (such as Google, Meta, and Amazon) that have a dominant share in digital advertising. Taboola focuses on the open web and tries to target the digital advertising market outside these platforms, but it controls a relatively small share of the market and has limited pricing power. S&P said, "The stable outlook reflects that despite our expectation for S&P Global Ratings-adjusted gross leverage to be around 1x in 2024 (from 2x in 2023), the company has a limited track record at operating at this low level and remains highly exposed to macreoncominc cyclicality." S&P could lower its rating on Taboola if: -- S&P expects gross leverage will increase above 3x likely due to a more aggressive financial policy including material debt-financed acquisitions or shareholder distributions; or -- S&P views the business less favorably due to more intense competition within the open web space that leads to significant pricing pressures or major publishing client losses. Alternatively, advertisers shift more of their marketing budgets toward social and search platforms, affecting the growth of advertising spend in the open web space, and in turn, Taboola's growth prospects. While unlikely, S&P could raise its rating on Taboola if: -- The company establishes a prolonged track record of maintaining stable operating and financial performance, even in times of macroeconomic volatility; -- It materially increases its scale, and the diversity of its customer base; and -- Management commits to a public leverage target that coincides with S&P Global Ratings-adjusted gross leverage sustained below 2x. ESG factors have no material influence on S&P's credit rating analysis of Taboola. TENNESSEE VASCULAR: Seeks Cash Collateral Access ------------------------------------------------ Tennessee Vascular and Thoracic Surgical Associates, PC asks the U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, for authority to use cash collateral and provide adequate protection. Cash collateral will be used to (i) fund the working capital requirements and other financial needs of the Debtor during the pendency of the Chapter 11 Case, and (ii) pay costs and expenses of the administration of the Chapter 11 Case. Citizens Tri-County Bank appears to have a security interest in the Debtor's accounts perfected by a UCC-1 filed of record on April 24, 2020. The secured debt is evidenced by multiple notes with a balance in the amount of approximately $2.530 million. As adequate protection for any cash collateral expended by the Debtor, the Debtor proposes to provide Citizens TriCounty Bank a valid, perfected and enforceable adequate protection replacement lien in all post-petition accounts of the Debtor, which liens will have the same validity and priority as the liens of Citizens Bank that existed as of the filing of the Petition. A copy of the motion is available at https://urlcurt.com/u?l=LnSEgL from PacerMonitor.com. About Tennessee Vascular and Thoracic Surgical Associate PC Tennessee Vascular and Thoracic Surgical Associate PC is a medical group practice located in Tullahoma, TN that specializes in wound & burn Care. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M. D. Tenn. Case No. 24-00683) on February 29, 2024. In the petition signed by Charles S. Drummond, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Charles M Walker oversees the case. William L. Norton, Esq., at BRADLEY ARANT BOULT CUMMINGS, LLP, represents the Debtor as legal counsel. TOPPOS LLC: Court OKs Cash Collateral Access Thru May 1 ------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Fayetteville Division, authorized John C. Bircher III, the Chapter 11 Trustee of TOPPOS, LLC to use cash collateral, on an interim basis, in accordance with the budget, through May 1, 2024. The Debtor's sole source of revenue and income consists of the monthly rental payments made by affiliated manufactured home parks and communities, at a rate of $250 or $300 for each occupied manufactured home owned by the Debtor and located in the MH Parks. The monthly payment of Rental Revenue to the Debtor, and from the various MH Parks, varies in amount based upon the number of manufactured homes that are currently occupied by tenants within each of the MH Parks, and is governed by two separate Equipment Lease Agreements, each of which is dated October 4, 2023, and between the Debtor, as Lessor, and each of the MH Parks. The Debtor estimates in prior testimony and projects that the Rental Revenue to be generated and collected by the Debtor from the MH Parks will be approximately $220,000 per calendar month, based upon the number of manufactured homes owned by the Debtor and located in the MH Parks, which were occupied as of the first of each calendar month following the Petition Date. Upon the most recent sale of Debtor assets, it is projected that the rental revenue moving forward for the month of April will be approximately $180,000. The Trustee represented to the Court that the Debtor's estate received $231,400 in rental revenue in February 2024, and the March 2024 rent rolls reflected an expected revenue stream for the Debtor of $232,200. The Debtor requires the use of cash collateral to pay certain operating expenses, including insurance premiums due as well as costs and expenses associated with maintenance, preservation, repairs and remodeling of its manufactured homes located in the various MH Parks in North Carolina and Illinois. Prepetition, the Debtor incurred indebtedness in connection with its business operations, in which the following creditors took a security interest in the manufactured homes owned by the Debtor, located in the MH Parks, some of which are currently being utilized by third party tenants, and in the proceeds thereof, and have or may assert security interests in the proceeds of the Lease Agreements, all of which may constitute cash collateral as defined by 11 U.S.C. section 363: (A) Northpoint; (B) CHC TN, LLC, (C) GreenState; and (D) 21st Mortgage. As adequate protection, the Cash Collateral Creditors will have (i) a continuing post-petition lien and security interest in all property and categories of property of the Debtor in which and of the same priority as each held as of the Petition Date, and the proceeds thereof, whether acquired prepetition or post-petition, equivalent to a lien granted under 11 U.S.C. section 364(c)(2) and (3), but only to the extent of that cash collateral used. To the extent of the aggregate diminution in value of their respective interests in any of the Debtor's assets, the Cash Collateral Creditors are granted a valid, perfected security interest in and replacement lien upon all of the Debtor's assets. To the extent of the aggregate diminution in value of their respective interests in any of the Debtor's assets, including any cash collateral, from and after the Petition Date, each of the Cash Collateral Creditors will have the right to seek administrative expense claim from the Court as provided for in 11 U.S.C. section 507(b). The Trustee will make the following adequate protection payments, which amounts may, in each party's discretion, be first applied to attorneys' fees and other professional fees and expenses incurred by it in the case: (1) $60,000 to Northpoint on or before April 25, 2024 (2) $50,000 by April 25, 2024, to 21st Mortgage. The Order will remain in full force and effect until the earlier of (a) entry of an Order by the Court modifying the terms of the Order; (b) entry of an Order by the Court terminating the Order for cause, including but not limited to breach of its terms and conditions; (c) upon filing of a notice of default as provided in the Order; (d) entry of a subsequent interim or final Order approving use of cash collateral; (e) appointment of an examiner in this proceeding; or (f) dismissal or conversion of this Bankruptcy Case to a proceeding under chapter 7 of the Bankruptcy Code. A continued hearing on the matter is set for April 30, 2024 at 10:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=qyRQIb from PacerMonitor.com. The Debtor projects $232,200 in total income and $235,649 in total operating expenses for the period from April 4 to May 3, 2024. About Toppos LLC Toppos LLC is primarily engaged in acting as lessors of buildings used as residences or dwellings. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02889) on October 5, 2023. In the petition signed by Neil Carmichael Bender, II, member-manager, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Pamela W. Mcafee oversees the case. Blake Y. Boyette, Esq., at Buckmiller, Boyette & Frost, PLLC, represents the Debtor as legal counsel. TRANSOCEAN LTD: Begins Private Offering of Notes Due 2029 and 2031 ------------------------------------------------------------------ Transocean Ltd. announced that Transocean Inc., its wholly-owned subsidiary, commenced a private offering of $1,500,000,000 aggregate principal amount of Senior Notes due 2029 and Senior Notes due 2031 to eligible purchasers pursuant to Rule 144A/Regulation S. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Transocean Ltd. and certain of the Company's subsidiaries. The timing of pricing and terms of the Notes are subject to market conditions and other factors. The Company intends to use a portion of the net proceeds from the offering to fund the offer to purchase for cash any and all of the Company's outstanding 11.50% Senior Guaranteed Notes due 2027 and 7.25% Senior Notes due 2025 and to pay any related premiums and expenses or to redeem any Tender Notes not purchased in the Tender Offers. The Company intends to use the remaining net proceeds from the offering for the redemption of other priority guaranteed notes. Contemporaneously with the offering of the Notes and the Tender Offers, the Company has issued a conditional notice of redemption pursuant to the indenture governing the 2025 Priority Guaranteed Notes to redeem all of the 2025 Priority Guaranteed Notes that remain outstanding following the consummation of the Tender Offers. The Redemption is scheduled to occur on April 23, 2024, subject to the completion of the offering. The redemption price for the Tender Notes will be equal to 100.00% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the date of redemption. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (the "FinSA") and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the Notes in the United States, shall not constitute an offer, solicitation, or sale of any securities in any jurisdiction where such offering or sale would be unlawful and does not constitute a prospectus pursuant to the FinSA. There shall not be any sale of the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean reported a net loss of $954 million in 2023, a net loss of $621 million in 2022, a net loss of $591 million in 2021, a net loss of $568 million in 2020 and a net loss of $1.25 billion in 2019. As of Dec. 31, 2023, the Company had $20.25 billion in total assets, $1.39 billion in total current liabilities, $8.44 billion in total long-term liabilities, and $10.42 billion in total equity. * * * Moreover, as reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised its issuer credit rating on offshore drilling contractor Transocean Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects improved rig demand, higher day rates, and our view that there is reduced near-term risk of a distressed debt exchange or balance sheet restructuring." TRANSOCEAN LTD: Unit Commences Cash Tender Offers ------------------------------------------------- Transocean Ltd. announced that Transocean Inc., its wholly-owned subsidiary, has commenced an offer to purchase for cash any and all of its outstanding 11.50% Senior Guaranteed Notes due 2027 and 7.25% Senior Notes due 2025, in each case, from holders thereof. The Offer for the Notes will expire at 5:00 p.m., New York City time, on April 17, 2024 unless extended (such date and time, as may be extended), or unless earlier terminated. To be eligible to receive the applicable Total Consideration payable for the Notes, Holders must (i) validly tender Notes on or prior to the Expiration Date or (ii) deliver a properly completed and duly executed notice of guaranteed delivery (as may be amended or supplemented from time to time) on or prior to the Expiration Date. Tendered Notes may be withdrawn on or prior to, but not after, 5:00 p.m., New York City time, on April 17, 2024. The Offers are subject to the satisfaction or waiver of the conditions, including the Financing Condition. Subject to the terms and conditions of each Offer, including the completion of an offering of debt securities on terms satisfactory to the Company, the consideration for each series per $1,000 principal amount of Notes validly tendered at or prior to the Expiration Date and accepted for purchase pursuant to such Offer will be the total consideration for such series set forth in the table above on the Settlement Date or the Guaranteed Delivery Settlement Date (which may be extended by the Company). In addition to the Total Consideration, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to the Notes to, but not including, the Settlement Date (with respect to each series of Notes, the "Accrued Interest"). For the avoidance of doubt, interest will cease to accrue on the Settlement Date for all Notes accepted in the Offer, including any such Notes tendered through the guaranteed delivery procedures. As a result, Notes tendered through the guaranteed delivery procedures will not receive accrued interest from the Settlement Date through the Guaranteed Delivery Settlement Date. In respect of all Notes validly tendered and not validly withdrawn on or prior to the Expiration Date, the Company will make payment in same-day funds promptly following the Expiration Date, anticipated to be April 18, 2024, the first business day after the Expiration Date. In respect of all Notes for which a properly completed and duly executed Notice of Guaranteed Delivery is delivered pursuant to the guaranteed delivery procedures on or prior to the Expiration Date and accepted for purchase, the Company will make payment in same-day funds promptly following the Guaranteed Delivery Expiration Date, anticipated to be April 22, 2024, the first business day after the Guaranteed Delivery Expiration Date. Each Offer is a separate offer, and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law, at any time in the Company's sole discretion, and without amending, extending, terminating or withdrawing any other Offer. No Offer is conditioned upon any minimum principal amount of Notes of any series being tendered nor the consummation of any other Offer. Additionally, notwithstanding any other provision of the Offers, the Company's obligation to accept for purchase, and to pay for, any of the Notes validly tendered pursuant to the Offers is subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, and the Company expressly reserves its right, subject to applicable law, to terminate any Offer at any time. The Offers are being made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be requested from the information agent for the tender offer, D.F. King & Co., Inc., at (212) 269-5550 or (800) 659-5550, by email at transocean@dfking.com or via the following web address: www.dfking.com/transocean. Citigroup Global Markets Inc. is acting as the sole Dealer Manager for the Offers. Questions regarding the tender offer may be directed to the Dealer Manager at the telephone numbers shown below: Citigroup Global Markets Inc. Tel (toll-free): (800) 558-3745 Tel (collect): (212) 723-6106 About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean reported a net loss of $954 million in 2023, a net loss of $621 million in 2022, a net loss of $591 million in 2021, a net loss of $568 million in 2020 and a net loss of $1.25 billion in 2019. As of Dec. 31, 2023, the Company had $20.25 billion in total assets, $1.39 billion in total current liabilities, $8.44 billion in total long-term liabilities, and $10.42 billion in total equity. * * * Moreover, as reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised its issuer credit rating on offshore drilling contractor Transocean Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects improved rig demand, higher day rates, and our view that there is reduced near-term risk of a distressed debt exchange or balance sheet restructuring." TRC COMPANIES: Moody's Cuts 1st Lien Loan to B3 on Refinancing Deal ------------------------------------------------------------------- Moody's Ratings affirmed TRC Companies LLC's B3 corporate family rating and B3-PD probability of default rating. Concurrently, Moody's Ratings downgraded the senior secured first lien term loan rating to B3 from B2, assigned a B3 rating to TRC's upsized $165 million senior secured first lien multi-currency revolving credit facility (expiration extended to April 2029, the predecessor instrument rating on the revolver has been reviewed, remains unchanged, and will be withdrawn upon closing), and affirmed the Caa2 senior secured second lien term loan rating. The outlook is stable. TRC is a national engineering, consulting, and construction management firm that services utility, commercial & industrial, infrastructure and energy markets. TRC's proposed repayment of $105 million of second lien debt ($210 million currently outstanding, $105 million pro forma outstanding) funded by an equal amount of incremental first lien term loan borrowings will reduce first loss support to the senior secured first lien debt instruments. The resulting increase in the proportion of first lien term loan debt ($798 million currently outstanding, $903 million pro forma outstanding) in TRC's overall capital structure is the key driver of the downgrade of the first lien debt ratings to B3 from B2. RATINGS RATIONALE The affirmation of TRC's B3 CFR reflects the company's high financial leverage, with Moody's Ratings' adjusted debt to EBITDA of 6.3x for the twelve months ended December 31, 2023, as well as governance risk related to TRC's concentrated ownership by affiliates of Warburg Pincus ("Warburg Pincus"), specifically with respect to TRC's aggressive, debt-funded acquisition growth strategy. TRC's credit quality is also negatively impacted by the company's limited scale and narrow service offerings in highly fragmented and cyclical markets, risks related to employee retention, as well as impediments to business visibility inherent with estimating contract costs, project timing, and meeting requisite performance standards. The credit profile is supported by the company's sizable, skilled workforce, which bolsters its market position, and healthy secular trends, driven in part by favorable regulatory changes and infrastructure spending that favor demand for TRC's services, particularly in the higher margin power segment. The company's credit quality also benefits from strong organic backlog growth as well as good customer retention rates and minimal customer concentration within a diverse set of end markets. Moderate revenue growth and operating leverage driven profitability expansion should allow TRC to realize improved annual free cash flow generation approaching 3% of total debt over the coming 12-18 months, enhancing the company's good liquidity. Moody's Ratings has assessed that TRC's liquidity profile will be good over the next 12 to 15 months. Liquidity is principally supported by the company's pro forma cash balance of approximately $48 million as of December 31, 2023 as well as Moody's Ratings' expectation for free cash flow to approach 3% of total debt in FY25 (ending June 2025). The cash sources provide strong coverage of approximately $9 million of required annual term loan amortization over the coming 12 months. Liquidity is also bolstered by TRC's undrawn $165 million senior secured first lien revolver. The term loans are not subject to financial maintenance covenants. The revolving credit facility is subject to a springing maximum senior secured first lien net leverage ratio of 9x if the amount drawn exceeds 40% of the revolving credit facility. Moody's Ratings does not expect the company to draw on the revolver over the next 12-15 months, but expects TRC to remain well in compliance if the covenant is tested. The company's B3 senior secured first lien credit facility ratings are consistent with TRC's CFR as first lien debt will account for the vast majority of the company's overall debt. The Caa2 senior secured second lien loan rating reflects subordination to the first lien debt. In addition to the unsecured trade claims and operating leases at the operating subsidiaries, TRC's unrated subordinated seller notes associated with acquisitions provide very modest cushion to the term loans. The stable outlook reflects Moody's Ratings' expectations for mid-single-digit organic annual revenue growth and modest profit margin expansion over the next 12 to 18 months. Moody's Ratings anticipates debt-to-EBITDA will contract gradually to just under 6x by the end of FY25 (end June 30). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if TRC can realize revenue and EBITDA growth while reducing debt, such that Moody's Ratings' adjusted debt to EBITDA is maintained below 6x and annual free cash flow is sustained at a mid-single digit percentage of total debt. The ratings could be downgraded if TRC's operating performance deteriorates, the company loses market share, or adopts more aggressive financial policies, resulting in a material increase in debt-to-EBITDA (Moody's Ratings' adjusted) or a material deterioration of the company's liquidity profile. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Windsor, CT and majority-owned by affiliates of Warburg Pincus, TRC is a national engineering, consulting, and construction management firm that services utility, commercial & industrial, infrastructure and energy markets. The company serves a broad range of clients by managing projects from initial concept and design to delivery and operations. Moody's Ratings expects TRC to generate net service revenue of nearly $1,150 million in FY24 (ends June 30). TREE HOUSE: Ruediger Mueller of TCMI Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI, Inc. as Subchapter V trustee for Tree House, LLC. Mr. Mueller will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Mueller declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ruediger Mueller TCMI, Inc. 1112 Watson Court Reunion, FL 34747 Phone: (678) 863-0473 Fax: (407) 540-9306 Email: truste@tcmius.com About Tree House LLC Tree House LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01823) on April 3, 2024, with $1 million to $10 million in both assets and liabilities. Garrett Kenny, manager, signed the petition. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. TRINITY LEGACY: Court OKs Cash Collateral Access Thru June 30 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Mexico authorized Trinity Legacy Consortium, LLC, an Oregon Limited Liability Company, to use cash collateral to pay the expenses as set out in the budget, with a 10% variance, for the period of April 1, 2024, through June 30, 2024. As previously reported by the Troubled Company Reporter, Trinity Legacy owes two parties that are secured by the Debtor's intangible assets: -- The Small Business Administration, in the amount of approximately $150,000. The SBA holds a security interest in all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles and software, and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. -- Forward Financing LLC, in the amount of approximately $120,000. Forward Financing holds a security interest in the future account receipts of the Debtor, pursuant to a Financing Approval Statement, dated September 20, 2022. As adequate protection, SBA and Forward Financing are granted replacement liens on postpetition assets, to the same extent and with the same priority as they held valid liens on such collateral pre-petition, without the necessity of any filing or recording to establish perfection of such post-petition liens. In addition, the Debtor will continue to make monthly payments of $750 to the SBA and $2,000 to Forward Financing, pursuant to their contracts, with such payments constituting adequate protection payments. The Debtor is not authorized to expend any funds held in trust for Builders FirstSource, Inc. If the Debtor currently holds any funds in trust for BFS or receives any money to be placed in trust for BFS, pursuant to an agreement between the Debtor and BFS, the Debtor shall promptly open a segregated bank account, place such funds in the segregated account, and not use any of such funds without further order of the Court. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=yfBa4w from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $115,700 for April 2024; $136,150 for May 2024; and $166,250 for June 2024. About Trinity Legacy Consortium, LLC Trinity Legacy Consortium, LLC operates a construction and home building business with locations in Farmington, New Mexico, and Wallowa, Oregon. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.M. Case No. 22-10973) on December 7, 2022. In the petition signed by Jan Swift and Jacob Swift, managing members, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Robert H Jacobvitz oversees the case. Dennis A. Banning, Esq., at NM Financial Law, P.C., is the Debtor's legal counsel. TUPPERWARE BRANDS: Warns of Possible Chapter 11 Filing, Closure --------------------------------------------------------------- Daniel Kline of The Street reports that Tupperware, the iconic houseware brand, has warned of a potential Chapter 11 bankruptcy and closures. Tupperware lost $122.5 million in its most recent quarter. It also shared that it had about $679 million in assets and $1.2 billion in liabilities. The company had about $130 million in cash at the time of the filing. In its latest SEC filing, Tupperware shared that it would not be able to file its annual report on time. "Due to the ongoing material weaknesses in internal control over financial reporting, significant additional procedures are warranted related to the 2023 Form 10-K, which are also causing a delay in preparing and filing the Company's 2023 Form 10-K," the company shared. In addition, Tupperware shared that its longtime independent auditor PricewaterhouseCoopers had declined to be reappointed for its 2023 filings. KPMG has since take on that position, but Tupperware acknowledged that a key finding from its former auditor remained a concern. "The report for the fiscal year ended December 31, 2022 included an explanatory paragraph indicating that there was substantial doubt about the company's ability to continue as a going concern. The company notes that such substantial doubt is continuing," it shared. About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. * * * On June 1, 2023, Tupperware Brands received a notice from the New York Stock Exchange indicating the Company is not in compliance with Sections 802.01B and Section 802.01C of the NYSE Listed Company Manual because (i) the Company's average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million, and (ii) the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate effect on the listing of the Company's common stock. Tupperware Brands reported a net loss of $232.5 million for the year ended Dec. 31, 2022. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. TWO JACKS FARM: Greta Brouphy of Heller Named Subchapter V Trustee ------------------------------------------------------------------ The Acting U.S. Trustee for Region 5 appointed Greta Brouphy, Esq., at Heller, Draper and Horn, LLC as Subchapter V trustee for Two Jacks Farms Partnership. Ms. Brouphy will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Brouphy declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Greta M. Brouphy, Esq. Heller, Draper and Horn, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130-6175 Telephone: 504-299-3300 Facsimile: 504-299-3399 Email: gbrouphy@hellerdraper.com About Two Jacks Farms Partnership Two Jacks Farms Partnership filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 24-10932) on March 29, 2024, with $1 million to $10 million in both assets and liabilities. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. VALOR AMMUNITION: Michael Thomson Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 19 appointed Michael Thomson as Subchapter V trustee for Valor Ammunition, Inc. Mr. Thomson will be paid an hourly fee of $445 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Thomson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael F. Thomson 222 South Main Street, Suite 1730 Salt Lake City, UT 84101 801-478-6917 Email: thomsonm@gtlaw.com About Valor Ammunition Valor Ammunition, Inc. manufactures and sells match-grade polymer coated cast bullets. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-21517) on April 3, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Eli Richard Crandall, president, signed the petition. Judge Peggy Hunt presides over the case. Brian D. Johnson, Esq., at Brian D. Johnson, P.C. represents the Debtor as legal counsel. VANGUARD MEDICAL: Wins Cash Collateral Access Thru April 25 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, authorized Vanguard Medical, LLC to use cash collateral, on an interim basis, in accordance with the budget, through April 25, 2024. As adequate protection for any diminution in the value of their collateral due to the Debtor's use of cash collateral, the Small Business Administration, CHEDR, LLC, and Cardinal Health 105, LLC are granted replacement liens in postpetition assets of the same kind, type, and nature as their prepetition collateral and any proceeds thereof. The postpetition liens will have the same priority as the prepetition liens of such Lien Holder and shall be deemed valid, enforceable and perfected only to the extent that the prepetition lien of a Lien Holder is valid, enforceable and perfected. A further hearing on the matter is set for April 24 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=VcNayc from PacerMonitor.com. About Vanguard Medical, LLC Vanguard Medical, LLC is a Connecticut limited liability company formed in September, 2018. The Debtor conducts business throughout New England including significant business in the Commonwealth of Massachusetts. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-10561) on March 25, 2024. In the petition signed by Clancy Purcell, CEO, the Debtor disclosed $7,796,609 in assets and $6,694,550 in liabilities. Judge Janet E. Bostwick oversees the case. Peter N. Tamposi, Esq., at the Tamposi Law Group, PC, represents the Debtor as legal counsel. VBI VACCINES: Closes $2 Million Registered Direct Offering ---------------------------------------------------------- VBI Vaccines Inc. announced the closing of its registered direct offering priced at-the-market under Nasdaq rules of 2,272,728 of its common shares and warrants to purchase up to 2,272,728 common shares, at an offering price of $0.88 per common share and associated warrant. The warrants have an exercise price of $0.76 per share, are exercisable on the date of issuance, and will expire five years following the date of issuance. H.C. Wainwright & Co. acted as the exclusive placement agent for the offering. The gross proceeds to VBI from this offering were approximately $2 million, before deducting the placement agent's fees and other offering expenses. VBI intends to use the net proceeds from this offering for working capital and general corporate purposes. A "shelf" registration statement (File Number 333-267109) relating to the securities described above was filed with the Securities and Exchange Commission on Aug. 26, 2022 and was declared effective on Sept. 6, 2022. The offering of the securities in the registered direct offering was made only by means of a prospectus, including a prospectus supplement, forming a part of an effective registration statement. A prospectus supplement and accompanying prospectus relating to the registered direct offering have been filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained on the SEC's website at www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com. About VBI Vaccines VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles ("VLPs"), including a proprietary enveloped VLP ("eVLP") platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $113.30 million for the year ended Dec. 31, 2022, a net loss of $69.75 million for the year ended Dec. 31, 2021, a net loss of $46.23 million for the year ended Dec. 31, 2020, a net loss of $54.81 million for the year ended Dec. 31, 2019, and a net loss of $63.60 million for the year ended Dec. 31, 2018. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 13, 2023, citing that the Company faces several risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company's products, and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development and commercialization of its products. The Company has an accumulated deficit as of December 31, 2022 and cash outflows from operating activities for the year-ended December 31, 2022 and, as such, will require significant additional funds to conduct clinical and non-clinical trials, commercially launch its products, and achieve regulatory approvals that raise substantial doubt about its ability to continue as a going concern. The Company said in its Quarterly Report for the period ended Sept. 30, 2023, that "The Company will require significant additional funds to conduct clinical and non-clinical trials, achieve and maintain regulatory approvals, and commercially launch and sell our approved products. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, government or non-governmental organization grants or subsidies, and/or revenues from potential business development transactions, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. If we are unable to obtain additional financing, we may be required to pursue a reorganization proceeding, including under applicable bankruptcy or insolvency laws. The above conditions raise substantial doubt about the Company's ability to continue as a going concern." VG IMPERIAL: Court OKs Cash Collateral Access Thru July 1 --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York authorized VG Imperial Inc. to use cash collateral on an interim basis in accordance with the budget from the petition date through through July 1, 2024. On July 15, 2020, the Debtor executed an Amended Loan Authorization and Agreement with the U.S. Small Business Administration in the principal amount of $500,000, which was modified by a First Modification of Note dated August 9, 2021. The Note is secured by an Amended Security Agreement dated August 9, 2021. On November 2, 2022, the SBA filed a secured proof of claim in the amount of $524,101. The Debtor is authorized and directed to remit monthly adequate protection payments in the amount of $1,500 to the SBA to be paid by the fifth day of the month, or, if such date falls on a Saturday, Sunday, or legal holiday, the next business day thereafter. The first Adequate Protection Payment will be paid by October 5, 2023. The Adequate Protection Payments made thereunder will be credited against the pre-petition secured obligation due and owing the SBA as of the Petition Date, provided however, that the SBA reserves its rights to assert claims for the payment of additional amounts provided for under the pre-petition loan documents. To the extent of any diminution in the value of the SBA's collateral, including its cash collateral, the SBA is granted valid, binding and enforceable post-petition replacement liens upon and security interests in all assets of the Debtor, regardless of whether such assets are acquired by the Debtor prior to the Petition Date or after the Petition Date which liens will be senior to all other security interest in, liens upon or claims against any of the Collateral, subject to the Carve Out. These events constitute and "Event of Default": i. Failure by the Debtor to timely make an Adequate Protection Payment; ii. Use by the Debtor of cash collateral in excess of the Budget; iii. The entry of any order by the Court granting relief from or modifying the automatic stay; iv. Dismissal of this Chapter 11 case or conversion of the Chapter 11 case to a Chapter 7 case, or appointment of a Chapter 11 trustee, or examiner with enlarged powers, or other responsible person; and/or v. A default by the Debtor in reporting financial or operational information as and when required under the Interim Order or the Pre-Petition SBA Agreements that is not cured by the Debtor within five business days following delivery of written notice of such default to the Debtor's counsel and the Office of the United States Trustee. A copy of the order is available at https://urlcurt.com/u?l=sJsVX6 from PacerMonitor.com. About VG Imperial Inc. VG Imperial Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42627) on October 21, 2022. In the petition signed by Viktor V. Ryptyk, president, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Law Offices of Alla Kachan, PC, represents the Debtor as legal counsel. VICTORIA'S SECRET: S&P Alters Outlook to Neg., Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings revised our outlook on U.S.-based intimates retailer Victoria’s Secret & Co. (VS) to negative from stable and affirmed all its ratings, including the 'BB-' issuer credit rating. The negative outlook reflects the risk that persistently weak demand for VS' products, due to its lack of material progress on its turnaround initiatives, will lead to a weaker-than-expected operating performance and sustained higher leverage. S&P said, "We now forecast VS' S&P Global Ratings-adjusted leverage will remain near our 3x downside trigger over the next 12-18 months due to its lower EBITDA generation. The company's S&P Global Ratings-adjusted EBITDA declined by 17% year over year in fiscal year 2023, which increased its leverage by half a turn to 2.9x. We attribute this decline in VS' EBITDA to its elevated spending on marketing and technology initiatives, restructuring costs, and acquisition-related expenses amid its ongoing sales declines. We now forecast the company's leverage will peak at about 3x in fiscal year 2024, due to an incremental 8% decline in its S&P Global Ratings-adjusted EBITDA, and remain in the high-2x area thereafter as it contends with depressed demand while continuing to make strategic investments. We note that VS realized approximately $90 million of cost savings in 2023 and expects to realize another $120 million in 2024. Our fiscal-year 2024 leverage forecast incorporates this assumption, which is partially offset by the one-time restructuring charges associated with the implementation of its cost-savings plan. "VS' business improvement strategies have been insufficient to draw new customers and increase its market share on a sustained basis. Despite the company's brand-reinvigoration efforts and strategic initiatives, its fiscal-year 2023 revenue declined by 2.6%, which was its second consecutive year of declining sales since the COVID-19 pandemic. Prior to the pandemic, the company reported consistently negative comparable-store sales from the second quarter of 2016 through fiscal year 2019 because of merchandising missteps and loss of social capital with consumers. "We now forecast VS' sales will decline by the low-single-digit percent area in fiscal year 2024 and be modestly down to flat in fiscal year 2025. This forecast reflects our view that the broader North American intimates market will continue to experience reduced demand through the first half of 2024 due to depressed consumer discretionary spending. It also reflects our view of the category's intensely competitive landscape and the challenges the company faces in regaining consumers that shifted to shopping at brands whose values they believe are more aligned with their own. Specifically, we believe VS is likely losing some customers to more-affordable options sold by retailers like Walmart, Target, and Amazon, as well as to the casual, comfort, and fit-oriented merchandise offerings of online competitors that have better adapted to consumer trends. Given its inability to translate its business improvement strategies into profitable growth, we have revised our assessment of the company's management and governance to moderately negative from neutral. "Notwithstanding VS' operating and brand challenges in North America, we continue to forecast it will expand its international revenue by the double-digit percent area. However, we do not anticipate this will materially affect the company's EBITDA over the near to medium term given the franchise model of its operations. "We expect the company's financial policy will remain focused on maintaining adequate liquidity to absorb near-term challenges and using excess cash flow to reinvest in the business. VS ended fiscal year 2023 with about $270 million of cash on its balance sheet and $420 million of availability under its revolving credit facility. We expect the company will prioritize paying down the majority of the outstanding $145 million of borrowings under its revolving credit facility by the end of the year. Although VS recently announced a new $250 million share repurchase program, we anticipate it will limit its share repurchases over the near term as it focuses on investing in its business and maintaining adequate liquidity. Moreover, we forecast the company will increase its annual free operating cash flow (FOCF) to about $175 million-$200 million due to its tight inventory management and lower capital expenditure. "The negative outlook reflects the risk that persistently weak demand for VS' products, due to its lack of material progress on its turnaround initiatives, will lead to a weaker-than-expected operating performance and sustained higher leverage." S&P could lower its rating on VS if: -- The company's competitive standing further weakens due to accelerated competition, merchandising missteps, or a lack of success in repositioning its brand, which leads to sustained declines in its overall sales and an inability to improve its profitability; or -- It adopts a more-aggressive financial policy before fully addressing its performance issues such that it sustains leverage of about 3x or higher. S&P could revise its outlook on VS to stable if it restores its leverage below 3x. This could occur if: -- The company stabilizes its top-line revenue and improves its profitability by sustaining tight inventory management, successfully resetting its merchandise offerings at PINK, leveraging Adore Me's technology across its main brands, and realizing certain cost improvements; and -- It maintains a conservative approach to leverage. S&P said, "Social capital is a negative consideration in our credit rating analysis of VS. We believe that the company's historical inability to adapt to consumer preferences has hurt its brand relevance. These evolving consumer preferences include a desire for increased diversity of models shown in advertising and brand imagery and expanded sizing options to be more inclusive of all body styles. VS has also experienced several public relations issues that we believe encouraged socially conscious consumers to shop with other brands. To address these issues, the company has changed management, expanded the racial and physical diversity of the models in its marketing, and reassessed its merchandising strategy. "Other governance factors, including management, are also a moderately negative consideration in our credit rating analysis of VS. The success of management's strategic initiatives remains in question as evidenced by sequential sales declines. It is unclear if VS will be able to reattract customers that shifted to shopping at brands whose values they believe are more aligned with their own." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Social capital -- Other governance factors WALLAROO'S FURNITURE: Michael Thomson Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 19 appointed Michael Thomson as Subchapter V trustee for Wallaroo's Furniture and Mattresses, LLC. Mr. Thomson will be paid an hourly fee of $445 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Thomson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael F. Thomson 222 South Main Street, Suite 1730 Salt Lake City, UT 84101 801-478-6917 Email: thomsonm@gtlaw.com About Wallaroo's Furniture and Mattresses Wallaroo's Furniture and Mattresses, LLC specializes in offering a wide selection of high-end furniture and mattresses. The company is based in Spokane, Wash. Wallaroo's filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 24-21395) on March 29, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Nathan Chetrit, managing member, signed the petition. Judge Joel T. Marker presides over the case. Geoffrey L. Chesnut, Esq., at Red Rock Legal Services, PLLC represents the Debtor as bankruptcy counsel. WESTERN DENTAL: $490MM Bank Debt Trades at 37% Discount ------------------------------------------------------- Participations in a syndicated loan under which Western Dental Services Inc is a borrower were trading in the secondary market around 63.1 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $490 million Term loan facility is scheduled to mature on August 18, 2028. The amount is fully drawn and outstanding. Western Dental Services, Inc., a dental and oral health maintenance organization, provides dental and oral health care services in California, Arizona, Nevada, and Texas. Western Dental Services, Inc. operates as a subsidiary of Premier Dental Services Inc. WEWORK INC: Taps New Auditor After 5-Month Gap ---------------------------------------------- Nicola M. White of Bloomberg Law reports that WeWork Inc. hired Grant Thornton LLP to vet its books after going without an auditor for almost five months, the company announced Tuesday, April 9, 2024. Grant Thornton's appointment is subject to final approval by the bankruptcy court, the company said in a securities filing. The once high-flying real estate startup filed for bankruptcy protection in November 2023, two years after being valued at $9 billion and debuting on the public markets via merger with a special purpose acquisition company. The company's auditor at the time, Ernst & Young LLP, quit one week after WeWork filed for bankruptcy protection. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; PJT Partners LP as investment banker; and McManimon, Scotland & Baumann, LLC as local counsel. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. WOOF HOLDINGS: $138.5MM Bank Debt Trades at 23% Discount -------------------------------------------------------- Participations in a syndicated loan under which Woof Holdings Inc is a borrower were trading in the secondary market around 77.4 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $138.5 million Term loan facility is scheduled to mature on July 5, 2030. The amount is fully drawn and outstanding. Headquartered in Tewksbury, Massachusetts, Woof Holdings, Inc., through its acquisition of The Wellness Pet Food Holdings Company, Inc., is a manufacturer of premium pet food and treats, mainly in North America. WORKINGLIVE TECHNOLOGIES: Wins Cash Collateral Access Thur May 29 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized WorkingLive Technologies, Inc. to use cash collateral, on an interim basis, in accordance with the budget, through May 29, 2024. The Debtor is permitted to use cash collateral to pay all ordinary and necessary expenses in the ordinary course of business, pursuant to the budget, with an 10% variance. The Debtor is authorized to pay to Itria Ventures, LLC, up to $16,125 on account of the amounts held in escrow under the First Order and Second Order. Any amounts paid to Itria shall apply to and reduce the amounts owed to Itria pursuant to Itria's proof of claim. As adequate protection, Itria Ventures LLC and Headway Capital, LLC is granted post-petition security interests and liens in, to and against any and all personal property assets of the Debtor, to the same extent and priority that each such entity held a properly perfected pre-petition security interest in such assets; provided that, however, under no circumstances will Itria or Headway have a lien on any causes of action arising under 11 U.S.C. Section 542 et seq., 544, 547, 548, 549, 550, 551, or any of the Debtor's assets that it did not have a right to pre-petition. A further hearing on the matter is set for May 22 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=Uo3KXV from PacerMonitor.com. About WorkingLive Technologies, Inc. WorkingLive Technologies, Inc. provides video conferencing and e-commerce services primarily to direct sales and affiliate marketing companies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11654-MAM) on February 21, 2024. In the petition signed by Nicolas Rowe, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Erik P. Kimball oversees the case. Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the Debtor as legal counsel. WP NEWCO: $1.01BB Bank Debt Trades at 21% Discount -------------------------------------------------- Participations in a syndicated loan under which WP NewCo LLC is a borrower were trading in the secondary market around 79.1 cents-on-the-dollar during the week ended Friday, April 12, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.01 billion Term loan facility is scheduled to mature on May 11, 2028. The amount is fully drawn and outstanding. WP Company LLC, doing business as The Washington Post, operates as a publishing company. The Company publishes new articles in the areas of politics, opinions, sports, current affairs, entertainment, and lifestyle. The Washington Post serves customers in the States of District of Columbia, Maryland, and Virginia. WW INT'L: Finalizes Cooperation Deal Details -------------------------------------------- Reshmi Basu of Bloomberg News reports that some creditors of WW International Inc.are finalizing details of a cooperation agreement as they look to maintain a united front should the parent of Weight Watchers want to pursue talks, according to people familiar with the situation. The group is working with law firm Gibson Dunn & Crutcher, said the people, who asked not to be identified as the information is private. About WW International WW International Inc., formerly Weight Watchers International Inc., is a global company headquartered in the US that offers weight loss. XPLORE INC: Moody's Lowers CFR to Ca & Alters Outlook to Stable --------------------------------------------------------------- Moody's Ratings downgraded Xplore Inc.'s corporate family rating to Ca from B3, probability of default rating to Ca-PD/LD (/LD appended) from B3-PD, senior secured first lien revolving credit facility and senior secured first lien term loan ratings to Ca from B2, and senior secured second lien term loan rating to C from Caa2. The outlook was changed to stable from negative. The downgrade reflects Xplore's deferral of interest payments on its first and second lien debt that were due on March 31, 2024, which Moody's Ratings considers as missed interest payments following the expiration of the original five business day grace period. The limited default "LD" designation appended to Xplore's PDR indicates that the missed interest payments constitute a default under Moody's Ratings definition, despite the company entering into a waiver agreement with lenders on April 1, 2024. The limited default designation will remain until the company resolves the missed interest payments. RATINGS RATIONALE Xplore's Ca CFR is constrained by: (1) high financial leverage (Debt/EBITDA of 10.2x at LTM Q3/2023) and Moody's Ratings' expectation that the metric will remain above 9x through 2025, which signals an untenable capital structure and raises the likelihood of a debt restructuring; (2) challenging business environment characterized by declining subscribers due to competition from Starlink on the satellite side while its ability to sufficiently monetize its fibre investments have been below Moody's Ratings' expectations; and (3) ongoing negative free cash flow due to network capital expenditures (capex) to support future growth. The rating benefits from: (1) a leading position in its rural/remote Canada target market; and (2) good long term growth prospects as there are about 1.5 million households in its target market that do not have high speed internet. Xplore has two classes of debt - (1) Ca-rated senior secured first lien bank credit facilities - C$160 million revolving credit facility, with C$52.5 million expiring in June 2025 and C$107.5 million expiring in October 2026, and $995 million (face value) term loan due in October 2028 ($971 million outstanding at September 30, 2023), and (2) C-rated $200 million (face value) second lien term loan due in October 2029. Moody's Ratings rates the first lien facilities at the same level as the CFR because they represent the bulk of the debt in the capital structure. Moody's Ratings rates the second lien term loan one notch below the CFR to reflect its junior ranking and the sizable amount of debt ahead of it in the capital structure. Moody's Ratings changed Xplore's ESG credit impact score to CIS-5 (very highly negative) from CIS-4 (highly negative) to reflect increased exposure to governance risks stemming from its high financial leverage, weak debt trading prices and risk of a debt restructuring. Xplore has weak liquidity as the company missed interest payments beyond the original grace period and is operating under a waiver from lenders. The stable outlook assumes that recoveries for lenders will be in line with Moody's Ratings' current estimates as reflected in the ratings. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company puts a sustainable capital structure in place. The ratings could be downgraded if recoveries for lenders are lower than Moody's Ratings' current estimates. The principal methodology used in these ratings was Telecommunications Service Providers published in November 2023. Xplore Inc., headquartered in Woodstock, New Brunswick and owned by Stonepeak Infrastructure Partners, offers broadband internet to residential and commercial customers in rural areas in Canada using fibre, fixed wireless and satellite technology platforms. YAK TIMBER: Court Approves Disclosures and Confirms Plan -------------------------------------------------------- Judge Gary Spraker has entered an order approving the Second Amended Combined Disclosure Statement and Plan of Liquidation of Yak Timber, Inc. The Plan, attached hereto, is confirmed, subject to the following modifications: I. Modifications to Plan 1. Meda DeWitt, or another individual authorized by the Debtor, is authorized to execute any necessary bills of sale or other documents required to effectuate the sale of the Retained Assets or the Relief Assets after the Effective Date of the Plan and the closing of the estate. 2. As discussed on the record at the hearing, Article 16, Paragraph A of the Plan is restated in its entirety to read as follows: A. No Discharge. Pursuant to Sec. 1141(d)(3) of the Bankruptcy Code, this liquidating Plan will not discharge the Debtor from any Claim or "debt" (as that term is defined in Sec. 101(12) of the Bankruptcy Code), or Debtor's liability in respect thereof. 3. Confirmation of the Plan does not resolve the allowance or disallowance of Claims against the estate. Claims will be resolved pursuant to the terms of the Plan. All other terms of the Plan are approved as written. The Debtor filed its Amended and Restated Combined Disclosure Statement and Plan of Liquidation dated Feb. 23, 2024. Following an ex parte request by the Debtor notifying the Court that it was working with the Objecting Creditors on a consensual plan, the Court issued an Ex Parte Order Extending Time for Objections to Combined Disclosure Statement and Plan giving the Debtor until March 26, 2024 to file the Second Amended Disclosure Statement and Plan. The Debtor continued meeting with AgWest and the objecting creditors and reached consent to the terms of the plan and related liquidating trust. The Debtor filed its Second Amended Combined Disclosure Statement and Plan, dated March 26, 2024 and an Amended Liquidating Trust on March 27, 2024 (together, the Plan). A hearing on approval of the Plan was held on April 2, 2024. Upon consideration of the record in this case, oral testimony provided at the April 2, 2024 hearing, and the Declaration of Meda DeWit in support of confirmation, this Court has determined that the requirements for confirmation set forth in 11 U.S.C. Sec. 1129(a) have been satisfied. All payments to be made under the Plan have been disclosed. There is no governmental regulatory commission whose approval of rates is required. All administrative claims will be paid on or before the Effective Date of the Plan. The Plan is a liquidating plan, so there will be no need for a later liquidation, or further reorganization, of the Debtor. About Yak Timber Yak Timber Inc., a timber company in Yakutat, Alaska, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00080) on May 11, 2023. In the petition signed by its chief executive officer, Marvin Adams, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Terry P. Draeger, Esq., at Beaty & Draeger, Ltd., is the Debtor's legal counsel. [] Courts See 14 Big Chapter 11 Filings in 1st Week of April ------------------------------------------------------------ Jeremy Hill of Bloomberg News reports that bankruptcy courts saw 14 large filings in the first week of April 2024, the most in 15 years according to data compiled by Bloomberg. The latest included cloud computing firm ConvergeOne, telecom equipment company Casa Systems and Softbank-backed window maker View. The first week of April's filings trail just the 16 big filings made late in May 2009. There's been 52 large firms to file for bankruptcy so far this year, versus 60 in the same period of 2023. Some $191.4 billion of dollar-denominated corporate bonds and loans in the Americas traded at distressed levels as of Friday, April 5, 2024, down 6.4% from a week earlier, Bloomberg-compiled figures show. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 99 ACQUISITION G NNAGU US 77.8 (2.5) 0.1 ACHIEVE LIFE SCI ACHV US 19.4 (1.4) (3.8) AEMETIS INC AMTX US 243.4 (217.0) (48.0) AEON BIOPHARMA I AEON US 17.6 (121.7) 2.7 AGENUS INC AGEN US 313.9 (148.4) (143.5) AIRSHIP AI HOLDI AISP US 7.0 (16.6) (6.2) ALNYLAM PHARMACE ALNY US 3,829.9 (220.6) 2,014.9 ALTRIA GROUP INC MO US 38,570.0 (3,490.0) (5,734.0) AMERICAN AIRLINE AAL US 63,058.0 (5,202.0) (8,490.0) ANNOVIS BIO ANVS US 10.2 (7.8) 5.9 AON PLC-CLASS A AON US 33,959.0 (742.0) 53.0 APPLIED THERAPEU APLT US 54.8 (17.1) (16.8) AQUESTIVE THERAP AQST US 57.4 (106.5) 22.7 ARMATA PHARMACEU ARMP US 98.4 (32.1) 2.7 AULT DISRUPTIVE ADRT/U U 2.5 (3.0) (1.8) AUTOZONE INC AZO US 16,717.7 (4,837.3) (1,615.6) AVIS BUDGET GROU CAR US 32,569.0 (343.0) (520.0) BATH & BODY WORK BBWI US 5,463.0 (1,626.0) 826.0 BAUSCH HEALTH CO BHC US 27,350.0 (82.0) 1,294.0 BAUSCH HEALTH CO BHC CN 27,350.0 (82.0) 1,294.0 BELLRING BRANDS BRBR US 715.5 (286.9) 302.3 BEYOND MEAT INC BYND US 774.4 (513.4) 298.5 BIOCRYST PHARM BCRX US 517.0 (455.5) 346.0 BIOTE CORP-A BTMD US 155.3 (36.5) 100.1 BOEING CO/THE BA US 137,012 (17,228.0) 13,448.0 BOMBARDIER INC-A BBD/A CN 12,458.0 (2,404.0) (4.0) BOMBARDIER INC-A BDRAF US 12,458.0 (2,404.0) (4.0) BOMBARDIER INC-B BBD/B CN 12,458.0 (2,404.0) (4.0) BOMBARDIER INC-B BDRBF US 12,458.0 (2,404.0) (4.0) BOOKING HOLDINGS BKNG US 24,342.0 (2,744.0) 3,704.0 BRIDGEBIO PHARMA BBIO US 546.4 (1,342.5) 333.7 BRIDGEMARQ REAL BRE CN 64.9 (57.1) 7.1 BRINKER INTL EAT US 2,510.7 (109.5) (378.7) CALUMET SPECIALT CLMT US 2,751.3 (244.7) (318.0) CARDINAL HEALTH CAH US 46,573.0 (3,447.0) (628.0) CARTESIAN THERAP RNAC US 305.0 (139.6) 22.5 CARVANA CO CVNA US 7,071.0 (384.0) 1,785.0 CEDAR FAIR LP FUN US 2,240.5 (583.0) (193.9) CELLECTAR BIOSCI CLRB US 12.1 (1.4) (2.5) CHENIERE ENERGY CQP US 18,102.0 (784.0) 15.0 CINEPLEX INC CGX CN 2,271.5 (39.4) (219.5) CINEPLEX INC CPXGF US 2,271.5 (39.4) (219.5) COMMUNITY HEALTH CYH US 14,455.0 (824.0) 1,066.0 COMPOSECURE IN-A CMPO US 201.0 (205.8) 98.5 CONDUIT PHARMACE CDT US 12.0 (1.1) 5.8 CONSENSUS CLOUD CCSI US 647.3 (176.1) 53.9 CONX CORP CONXU US 22.0 (18.1) (4.0) CONX CORP-A SHRS CONX US 22.0 (18.1) (4.0) COOPER-STANDARD CPS US 1,872.3 (89.7) 247.3 CORBUS PHARMACEU CRBP US 28.3 (6.9) (8.3) CORE SCIENTIFIC CORZ US 712.2 (596.9) (391.4) CORNER GROWTH AC COOLU US 4.7 (8.0) (4.3) CORNER GROWTH AC COOL US 4.7 (8.0) (4.3) CPI CARD GROUP I PMTS US 293.7 (51.9) 115.9 CYTOKINETICS INC CYTK US 824.3 (386.3) 525.4 DELEK LOGISTICS DKL US 1,642.2 (161.9) (14.3) DELL TECHN-C DELL US 82,089.0 (2,309.0) (12,547.0) DENNY'S CORP DENN US 464.8 (62.7) (59.3) DIGITALOCEAN HOL DOCN US 1,461.0 (313.7) 310.3 DINE BRANDS GLOB DIN US 1,740.3 (251.0) (102.7) DOMINO'S PIZZA DPZ US 1,674.9 (4,070.4) 269.9 DOMO INC- CL B DOMO US 225.7 (153.5) (84.1) DROPBOX INC-A DBX US 2,983.5 (165.8) 315.1 EMBECTA CORP EMBC US 1,217.8 (793.5) 392.9 ETSY INC ETSY US 2,685.4 (543.7) 859.7 EVOLUS INC EOLS US 189.0 (20.7) 64.1 FAIR ISAAC CORP FICO US 1,593.5 (725.8) 132.2 FAT BRANDS I-CLB FATBB US 1,388.2 (255.9) (155.6) FAT BRANDS-CL A FAT US 1,388.2 (255.9) (155.6) FENNEC PHARMACEU FRX CN 26.9 (11.6) 19.3 FENNEC PHARMACEU FENC US 26.9 (11.6) 19.3 FERRELLGAS PAR-B FGPRB US 1,621.0 (193.3) 215.7 FERRELLGAS-LP FGPR US 1,621.0 (193.3) 215.7 FG ACQUISITION-A FGAA/U C 3.3 (16.9) (5.5) FOGHORN THERAPEU FHTX US 285.9 (77.2) 181.7 FORTINET INC FTNT US 7,258.9 (463.4) 709.3 GALECTIN THERAPE GALT US 28.2 (60.2) 12.0 GCM GROSVENOR-A GCMG US 504.9 (111.2) 110.3 GRINDR INC GRND US 444.6 (18.3) 11.1 GROUPON INC GRPN US 571.0 (40.3) (113.6) H&R BLOCK INC HRB US 2,776.3 (772.7) 153.3 HERBALIFE LTD HLF US 2,809.4 (1,060.3) 121.7 HILTON WORLDWIDE HLT US 15,401.0 (2,347.0) (1,108.0) HP INC HPQ US 35,846.0 (1,640.0) (6,999.0) IMMUNITYBIO INC IBRX US 504.5 (585.9) 235.8 INSMED INC INSM US 1,329.8 (331.9) 703.4 INSPIRED ENTERTA INSE US 304.7 (72.5) 55.5 INTUITIVE MACHIN LUNR US 85.9 (53.4) (51.8) IRONWOOD PHARMAC IRWD US 471.1 (346.3) (42.8) JACK IN THE BOX JACK US 2,887.3 (708.2) (238.0) LESLIE'S INC LESL US 998.5 (198.6) 187.5 LINDBLAD EXPEDIT LIND US 831.3 (113.8) (74.7) LOWE'S COS INC LOW US 41,795.0 (15,050.0) 3,503.0 MADISON SQUARE G MSGS US 1,368.4 (339.2) (344.8) MADISON SQUARE G MSGE US 1,420.3 (102.0) (287.8) MANNKIND CORP MNKD US 475.2 (246.2) 269.3 MARBLEGATE ACQ-A GATE US 6.9 (14.7) (0.3) MARBLEGATE ACQUI GATEU US 6.9 (14.7) (0.3) MARRIOTT INTL-A MAR US 25,674.0 (682.0) (4,451.0) MATCH GROUP INC MTCH US 4,507.9 (19.1) 739.5 MBIA INC MBI US 2,606.0 (1,647.0) - MCDONALDS CORP MCD US 56,146.8 (4,706.7) 1,127.4 MCKESSON CORP MCK US 66,512.0 (1,682.0) (4,021.0) MEDIAALPHA INC-A MAX US 153.9 (94.4) (5.1) METTLER-TOLEDO MTD US 3,355.6 (149.9) 49.1 MSCI INC MSCI US 5,518.2 (739.8) (98.9) NATHANS FAMOUS NATH US 42.9 (35.0) 21.1 NEW ENG RLTY-LP NEN US 385.7 (65.4) - NIOCORP DEVELOPM NB CN 24.1 (5.6) (14.0) NIOCORP DEVELOPM NB US 24.1 (5.6) (14.0) NOVAGOLD RES NG CN 126.9 (16.1) 118.1 NOVAGOLD RES NG US 126.9 (16.1) 118.1 NOVAVAX INC NVAX US 1,797.5 (716.9) (491.2) NUTANIX INC - A NTNX US 2,729.5 (611.7) 917.6 O'REILLY AUTOMOT ORLY US 13,873.0 (1,739.3) (2,103.1) OMEROS CORP OMER US 378.3 (25.0) 164.6 ORGANON & CO OGN US 12,058.0 (70.0) 1,590.0 OTIS WORLDWI OTIS US 10,117.0 (4,720.0) (79.0) OUTLOOK THERAPEU OTLK US 21.7 (24.3) (25.6) PAPA JOHN'S INTL PZZA US 875.0 (442.8) (73.6) PELOTON INTERA-A PTON US 2,569.4 (499.3) 733.1 PETRO USA INC PBAJ US 0.0 (0.2) (0.2) PHATHOM PHARMACE PHAT US 413.8 (72.8) 358.7 PHILIP MORRIS IN PM US 65,304.0 (9,446.0) (6,628.0) PITNEY BOWES INC PBI US 4,272.2 (368.6) (38.5) PLANET FITNESS-A PLNT US 2,969.7 (119.0) 220.5 PORCH GROUP INC PRCH US 899.4 (35.7) 18.9 PROS HOLDINGS IN PRO US 421.8 (77.9) 37.3 PTC THERAPEUTICS PTCT US 1,895.7 (818.6) 615.5 RAPID7 INC RPD US 1,505.3 (118.2) 64.7 RDE INC RSTN US 1.8 (3.2) (4.0) RE/MAX HOLDINGS RMAX US 577.2 (76.1) 27.2 REALREAL INC/THE REAL US 446.9 (303.3) 47.1 REVANCE THERAPEU RVNC US 478.5 (151.6) 249.6 REVIVA PHARMACEU RVPH US 5.4 (8.5) (7.6) RH RH US 4,143.9 (297.4) 229.0 RINGCENTRAL IN-A RNG US 1,944.9 (303.1) 216.1 RMG ACQUISITION RMGCU US 7.0 (11.0) (7.5) RMG ACQUISITION RMGC US 7.0 (11.0) (7.5) SBA COMM CORP SBAC US 10,178.4 (5,135.8) (879.0) SCOTTS MIRACLE SMG US 3,716.1 (385.4) 917.3 SEAGATE TECHNOLO STX US 7,149.0 (1,814.0) 99.0 SEMTECH CORP SMTC US 1,373.7 (307.2) 317.0 SIRIUS XM HOLDIN SIRI US 10,374.0 (2,565.0) (1,955.0) SIX FLAGS ENTERT SIX US 2,711.5 (377.0) (334.8) SKYE BIOSCIENCE SKYE US 11.9 (2.1) (2.3) SLEEP NUMBER COR SNBR US 950.9 (441.9) (729.9) SOLARMAX TECHNOL SMXT US 97.1 (5.2) (25.2) SONIDA SENIOR LI SNDA US 621.5 (66.5) (68.5) SPARK I ACQUISIT SPKLU US 1.2 (3.0) (4.0) SPARK I ACQUISIT SPKL US 1.2 (3.0) (4.0) SPIRIT AEROSYS-A SPR US 6,950.1 (495.9) 1,553.5 SQUARESPACE IN-A SQSP US 921.8 (260.4) (175.6) STARBUCKS CORP SBUX US 29,179.7 (8,608.9) (2,826.1) SYMBOTIC INC SYM US 1,324.3 171.9 161.2 SYNDAX PHARMACEU SNDX US 612.9 (348.2) 522.8 TELOMIR PHARMACE TELO US 5.3 2.2 (2.9) TORRID HOLDINGS CURV US 476.9 (211.7) (53.0) TRANSAT A.T. TRZ CN 2,786.1 (840.2) (209.0) TRANSDIGM GROUP TDG US 20,685.0 (3,506.0) 5,578.0 TRAVEL + LEISURE TNL US 6,738.0 (917.0) 679.0 TRIUMPH GROUP TGI US 1,676.6 (670.3) 579.8 TRULEUM INC TRLM US 2.0 (2.7) (3.3) UBIQUITI INC UI US 1,334.9 (15.7) 817.9 UNISYS CORP UIS US 1,965.4 (138.4) 320.1 UNITED HOMES GRO UHG US 298.6 (31.2) 195.9 UNITED PARKS & R PRKS US 2,625.0 (208.2) (20.7) UNITI GROUP INC UNIT US 5,025.1 (2,484.1) - UROGEN PHARMA LT URGN US 178.3 (65.2) 138.0 VECTOR GROUP LTD VGR US 934.1 (741.8) 364.7 VERISIGN INC VRSN US 1,749.0 (1,581.0) (200.2) VTV THERAPEUTI-A VTVT US 11.0 (18.5) 0.0 WAYFAIR INC- A W US 3,474.0 (2,707.0) (328.0) WINGSTOP INC WING US 377.8 (457.4) 73.3 WINMARK CORP WINA US 29.0 (59.2) 6.3 WORKIVA INC WK US 1,218.9 (89.4) 524.4 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WYNN RESORTS LTD WYNN US 13,996.2 (1,100.9) 2,041.2 XPONENTIAL FIT-A XPOF US 528.7 (88.1) 4.9 YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0) YUM! BRANDS INC YUM US 6,231.0 (7,858.0) 332.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. 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