/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240418.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 18, 2024, Vol. 28, No. 108 Headlines 2U INC: Rolls Out Retention Program for Executive Officers 36 WEST 11TH STREET: Case Summary & One Unsecured Creditor 365 CHURCH: Voluntary Chapter 11 Case Summary 540 WILLOUGHBY: Case Summary & Eight Unsecured Creditors 8200 REALTY: Hires FIA Capital Partners as Financial Advisor 8200 REALTY: Seeks to Hire Northgate Real Estate as Advisor AETIUS COMPANIES: Seeks to Hire Ordinary Course Professionals ALDRICH PUMP: Asbestos Claimants Taps TetraRho as Financial Advisor ALLY CAR: Plan Exclusivity Period Extended to July 2 ALTA VISTA: U.S. Trustee Appoints Blanca Castro as PCO ANI LICENSE: Case Summary & Three Unsecured Creditors ANTHOLOGY: Creditors in Discussions With Lenders for Fresh Capital ARKANSAS KNOXVILLE: Taps Sheila Campbell P.A. as Legal Counsel AVENTIV TECHNOLOGIES: S&P Upgrades ICR to 'CCC', Outlook Negative AXIS KC: Case Summary & 20 Largest Unsecured Creditors BBCK ONE HOLDING: Voluntary Chapter 11 Case Summary BELDEN INC: Egan-Jones Retains BB- Senior Unsecured Ratings BETTER CHOICE: BDO USA Raises Going Concern Doubt BLACKBERRY LTD: Lowers Net Loss to $130M for FY Ended Feb. 29 BLUE STAR: Signs Manufacturing Agreement With Afritex, Eagle Rising BOWLERO CORP: S&P Affirms 'B' ICR, Outlook Stable BRIGHTSTAR PROPERTY: Hires Levine & Blit as Special Counsel BRINK'S CO: Egan-Jones Retains B+ Senior Unsecured Ratings BYJU'S ALPHA: Motion for Injunctive Relief v. Camshaft Granted CANO HEALTH: Taps McDermott Will as Regulatory & Corporate Counsel CARNIVAL CORP: S&P Rates New EUR500MM Senior Unsecured Notes 'BB-' CHESAPEAKE ENERGY: Egan-Jones Retains BB+ Senior Unsecured Ratings CLUBCORP HOLDINGS: Moody's Ups CFR to Caa1 & 1st Lien Loan to B3 COMPUTE NORTH: Bootstrap Loses Bid to Dismiss Stay Violation Claim DANA INC: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable DELL INC: Egan-Jones Retains BB- Senior Unsecured Ratings DESERT VALLEY: Hires Burch & Cracchiolo as Bankruptcy Counsel DIGITAL DISPLAY: Case Summary & 20 Largest Unsecured Creditors DIOCESE OF ROCHESTER: Boylan Code Files Rule 2019 Statement DIOCESE OF SACRAMENTO: Seeks to Hire B. Riley as Financial Advisor DIOCESE OF SACRAMENTO: Taps Donlin Recano as Administrative Advisor DIOCESE OF SACRAMENTO: Taps Felderstein Fitzgerald as Counsel DIOCESE OF SACRAMENTO: Taps Greene & Roberts as Corporate Counsel DIOCESE OF SACRAMENTO: Taps Thomas A. Johnson as Special Counsel DIOCESE OF SACRAMENTO: Taps Weinstein & Numbers as Counsel DISH NETWORK: Gets $1-Bil. Funding Offers From PE Firms DUNKMAN PAINT: Case Summary & 13 Unsecured Creditors EMPIRE COMMUNITIES: S&P Rates New $475MM Sr. Unsecured Notes 'B' ENLINK MIDSTREAM: Moody's Affirms Ba1 CFR, Outlook Remains Stable ENPRO INC: Egan-Jones Retains BB+ Senior Unsecured Ratings ENTXAR ELLOPROP: Hires Kenneth E. Grubbs as Litigation Counsel ETTA SCOTTSDALE: Seeks to Hire Ordinary Course Professionals FAITH ASSEMBLY: Case Summary & Two Unsecured Creditors FAITH USA: Seeks to Hire Baker & Associates as Bankruptcy Counsel FELTRIM BALMORAL: Case Summary & 20 Largest Unsecured Creditors FORMATION HOLDINGS: Case Summary & 20 Largest Unsecured Creditors FRANKLIN REALTY: Peter Barrett Named Subchapter V Trustee FRANKLIN SQUARE: Moody's Affirms 'Ba1' CFR, Outlook Stable FTX GROUP: Settles $445M Loan Dispute With Voyager GAMESTOP CORP: Nir Patel Departs as COO GARDEN STATE: Case Summary & 20 Largest Unsecured Creditors GENWORTH FINANCIAL: Egan-Jones Retains BB- Sr. Unsecured Ratings GEORGIAN COURT: Moody's Cuts Issuer & Revenue Bond Ratings to Ba2 GOODYEAR TIRE: Egan-Jones Retains BB- Senior Unsecured Ratings H.B. FULLER: Moody's Affirms 'Ba2' CFR, Outlook Stable HASBRO INC: Egan-Jones Retains BB Senior Unsecured Ratings HDT GLOBAL: Audax Marks $3.1MM Loan at 20% Discount HERBALIFE LTD: Egan-Jones Retains BB- Senior Unsecured Ratings HULKZ CONSTRUCTION: Seeks to Hire Raymond W. Verdi Jr. as Counsel HUMANIGEN INC: Seeks to Hire Ordinary Course Professionals INFINITY PHARMA: SSG Served as Investment Banker in Asset Sale INTERACTIVE HEALTH: Voluntary Chapter 11 Case Summary INTERNATIONAL FLAVORS: Egan-Jones Retains BB+ Sr. Unsec. Ratings INVINCIPLEX LLC: Case Summary & Two Unsecured Creditors JINGBO TECHNOLOGY: Appoints GGF CPA After Pan-China Dismissal JJ ARCH: Seeks Approval to Hire Griffin LLP as Bankruptcy Counsel KOPPERS HOLDINGS: Moody's Affirms 'Ba3' CFR, Outlook Stable KULR TECHNOLOGY: Marcum LLP Raises Going Concern Doubt LIFE CARE: Fitch Affirms 'BB+' Rating on $84MM 2021A Revenue Bonds LIFESCAN GLOBAL: Moody's Cuts CFR to Caa3 & First Lien Debt to B3 LIGHT AND WONDER: Moody's Ups CFR to Ba3 & Alters Outlook to Stable LIVE NATION: Moody's Hikes CFR to Ba3 & Alters Outlook to Positive LONE STAR: Seeks to Hire West & West Attorneys as Legal Counsel MAGNOLIA SENIOR LIVING: U.S. Trustee Appoints Melanie McNeil as PCO MAGNOLIA SENIOR: U.S. Trustee Appoints Melanie McNeil as PCO MATTEL INC: Egan-Jones Retains BB+ Senior Unsecured Ratings MEDAILLE UNIVERSITY: S&P Lowers 2013/2018 Revenue Bonds Rating 'D' MERCER INTERNATIONAL: Egan-Jones Cuts Sr. Unsecured Ratings to BB- METRO COURIER: Seeks to Hire Mark J. Lazzo as Legal Counsel MICHIGAN MEDICAL: Quality of Care Maintained, 3rd PCO Report Says MIDLAND COGENERATION: Fitch Affirms BB+ Rating on $560MM Sec. Notes MIDWEST PHYSICIAN: Moody's Cuts CFR & First Lien Loans to 'Caa1' MINIM INC: Reports $17.6 Million Net Loss in 2023 MOHAWK DRIVE: Hires K&G Realty Services as Real Estate Broker MP PPH: Plan Exclusivity Period Extended to June 26 MURPHY OIL: Fitch Alters Outlook on 'BB+' LongTerm IDR to Positive NEWELL BRANDS: Egan-Jones Hikes Senior Unsecured Ratings to B+ NEWPARK RESOURCES: Egan-Jones Retains B- Senior Unsecured Ratings NOEL RUIZ NURSERY: Aleida Molina Named Subchapter V Trustee NTHRIVE INC: Audax Marks $980,000 Loan at 20% Discount NUMBER HOLDINGS: Dollar Tree to Benefit from 99 Cents Bankruptcy NXT ENERGY: MNP LLP Raises Going Concern Doubt ODESSA'S FOSTER: Hires Harris Shelton Hanover as Legal Counsel ONBE INC: Moody's Affirms 'B2' CFR, Outlook Remains Stable ORCHIDS PAPER: Trustee's Claims v. Schoen, et al. Time-Barred OUTFRONT MEDIA: Egan-Jones Retains CCC Senior Unsecured Ratings OUTLOOK THERAPEUTICS: Amends Sales Agreement With BTIG PANDORA MARKETING: Creditors Seek Chapter 11 Trustee Appointment PAPER IMPEX: Case Summary & 20 Largest Unsecured Creditors PG&E CORP: Egan-Jones Retains BB- Senior Unsecured Ratings PHILIP TRIGIANI: Seeks to Hire Vestcorp LLC as Accountant PIECE OF THE ROCK: Deborah Fish Named Subchapter V Trustee PM MANAGEMENT: Court Directs U.S. Trustee to Appoint PCO PM MANAGEMENT: Seeks to Hire C. Ben Garren as Independent Manager POLERAX USA: Case Summary & 20 Largest Unsecured Creditors PORTER DEVELOPMENT: Court Narrows Pier et al.'s $7-Mil. Claims PRECISION ANESTHESIA: Glen Watson Named Subchapter V Trustee PRIDE GROUP: Old National, et al., Chapter 15 Case Summary PURE TRUCKING: Taps the Law Office of Joy L. Marshall as Counsel REDDI RENTS ONE: Robert Handler Named Subchapter V Trustee RETURN 2 EXCELLENCE: Taps Sheila Campbell P.A. as Legal Counsel RITE AID: Fee Examiner Taps Bielli & Klauder as Legal Counsel ROBERT B. PRITT: Michael Markham Named Subchapter V Trustee ROCK CRUSHING: Case Summary & 17 Unsecured Creditors ROYALE ENERGY: Widens Net Loss to $1.8 Million in 2023 SALEM MEDIA: S&P Withdraws 'CCC' Issuer Credit Rating SBA COMMUNICATIONS: Egan-Jones Retains B+ Sr. Unsecured Ratings SC HEALTHCARE: Hires Kurtzman Carson as Administrative Advisor SC HEALTHCARE: Seeks to Hire Winston & Strawn as Co-Counsel SC HEALTHCARE: Seeks to Hire Young Conaway Stargatt as Co-Counsel SC HEALTHCARE: Taps David R. Campbell of Getzler Henrich as CRO SEATON INVESTMENTS: Hires Saul Ewing as Bankruptcy Counsel SEMILEDS CORP: Incurs $557K Net Loss in Second Quarter SEVEN RIVERS: Case Summary & Eight Unsecured Creditors SHEA HOMES: S&P Upgrades ICR to 'BB-' On Operating Momentum SIX FLAGS: Egan-Jones Hikes Senior Unsecured Ratings to B- SIX FLAGS: S&P Rates New $850MM Senior Secured Notes 'BB' SMITH MICRO: Board OKs 1-for-8 Reverse Stock Split SMITH MICRO: Initiates Interim Goodwill Impairment Test SOUTHWESTERN ENERGY: Egan-Jones Cuts Sr. Unsecured Ratings to BB- SP PF BUYER: Moody's Appends LD Designation to PDR SPARTAN GROUP: Plan Exclusivity Period Extended to July 10 STOWERS TRUCKING: Seeks to Hire Trucks Inc as Sales Agent SUNOCO L.P: S&P Rates Sr. Unsecured Notes 'BB', On Watch Positive SUNOCO LP: Moody's Rates New $1.5BB Senior Unsecured Notes 'Ba3' SUPOR PROPERTIES: Seeks to Tap CBRE, Inc as Real Estate Broker SYSTEM1 INC: Board Appoints Two New Directors TBOTG DEVELOPMENT: Case Summary & 15 Unsecured Creditors TEHUM CARE: Fails to Settle Contested Bankruptcy TEMPUR SEALY: Fitch Keeps 'BB+' LongTerm IDR on Watch Negative THERACARE PSYCHOLOGY: Mark Sharf Named Subchapter V Trustee THRASIO LLC: Moody's Rates $90MM DIP New Money Term Loan 'B1' TRANSCENDIA: Audax Marks $3.28MM Loan at 19% Discount TRIMARK: Audax Marks $950,000 Loan at 40% Discount TRUCK & TRAILER: Seeks to Hire Modestas Law Offices as Counsel TUTOR PERINI: Moody's Affirms 'B3' CFR & Alters Outlook to Stable UNITED NATURAL: Moody's Rates New $500MM 7-Year Term Loan 'B3' UNITED NATURAL: S&P Rates New $500MM First-Lien Term Loan 'B+' VAST MOUNTAIN: Seeks to Hire Smith LC as Litigation Counsel VIEW INC: Gets OK to Tap Kroll as Claims and Noticing Agent VIEW INC: Seeks to Hire SOLIC Capital as Financial Advisor W COMPANY: Peter Barrett of Kutak Rock Named Subchapter V Trustee W&T OFFSHORE: S&P Alters Outlook to Negative, Affirms 'B-' ICR WALNUT HILLS-GREENVILLE: Hires Lane Law Firm PLLC as Counsel WEBSTER UNIVERSITY: Moody's Confirms 'B1' Issuer & Debt Ratings WEINBERG PROPERTIES: Peter Barrett Named Subchapter V Trustee WESTERN DENTAL: Audax Marks $492,500 Loan at 20% Discount WHITESTONE INDUSTRIAL: Hires O'Dowd Law Firm as Special Counsel WILSON BUILDING: Seeks to Hire Mark J. Lazzo as Bankruptcy Counsel WINNING COLORS: Mark Sharf Named Subchapter V Trustee YELLOW CORP: Asks Court to Toss Former Workers' Back Pay Claims YWFM LLC: Seeks to Hire Bruner Wright P.A. as Legal Counsel ZIPRECRUITER INC: Fitch Alters Outlook on 'B+' LongTerm IDR to Neg. [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 2U INC: Rolls Out Retention Program for Executive Officers ---------------------------------------------------------- 2U, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company is in the process of developing and implementing a comprehensive performance improvement plan that aims to improve profitability, optimize its operating model, and improve the balance sheet. Given the need to retain key employees critical to these efforts during this period, the Compensation Committee of the Board of Directors of the Company determined that it was in the best interest of the Company to provide incentive for the continued dedication of these employees. On March 29, 2024, the Committee approved a retention program, pursuant to which the Company's executive officers will receive cash retention payments in lieu of receiving a 2024 annual bonus and an equity award under the Company's 2014 Amended and Restated Equity Incentive Plan. In connection with the adoption of the Retention Program, the Company has entered into, or expects to enter into, a Retention Bonus and Clawback Agreement with each Officer, pursuant to which each Officer is entitled to receive cash payments in the following amounts: CADLalljie ($2,345,000), CADNorden ($1,190,000), CADHermalyn ($726,000) and CADMcCullough ($726,000), to be paid in equal quarterly installments on each of April 1, 2024, July 1, 2024, October 1, 2024 and January 1, 2025 or as soon as administratively practical thereafter. Pursuant to the Retention Agreements, if an Officer is terminated for cause or resigns from employment without good reason prior to June 30, 2025, such Officer will be required to repay the pre-tax amount of the retention payment pursuant to the terms set forth in the Retention Agreements. A full-text copy of the Form of Retention Bonus and Clawback Agreement is available at https://tinyurl.com/4sfvxyce About 2U Inc. 2U is a global leader in online education. Guided by its founding mission to eliminate the back row in higher education, 2U has spent 15 years advancing the technology and innovation to deliver world-class learning outcomes at scale. Through its global online learning platform edX, 2U connects more than 83 million people with thousands of affordable, career-relevant learning opportunities in partnership with 260 of the world's leading universities, institutions, and industry experts. From free courses to full degrees, 2U is creating a better future for all through the power of high-quality online education. McLean, Virginia-based KPMG LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 6, 2024, citing that the Company projects that it will not have sufficient cash on hand or available liquidity to meet the obligations of the Second Amended Credit Agreement. As a result, substantial doubt is raised about the Company's ability to continue as a going concern. 36 WEST 11TH STREET: Case Summary & One Unsecured Creditor ---------------------------------------------------------- Debtor: 36 West 11th Street BH, LLC 36 W 11th Street New York, NY 10011 Business Description: The Debtor was formed to acquire title to the real property located at 36 W. 11th Street, New York, NY 10011. The Property is a three-story, mixed-used building with approximately 4,800 square feet and has been vacant for three years. The Debtor believes the Property is currently worth an estimated $8,000,000. Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10650 Judge: Hon. Lisa G. Beckerman Debtor's Counsel: Jonathan S. Pasternak, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: 212 557 7200 Fax: 212 286 1884 Total Assets: $8,000,000 Total Liabilities: $10,052,294 The petition was signed by David Goldwasser as manager. The Debtor listed 36W11 LLC, c/o Michael J. Bonneville Kriss & Feuerstein LLP, 360 Lexington Ave, Suite 1200 New York, NY 10017 as its sole unsecured creditor holding a claim of $7,425,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YIPFYBI/36_West_11th_Street_BH_LLC__nysbke-24-10650__0001.0.pdf?mcid=tGE4TAMA 365 CHURCH: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 365 Church 881 Mid Atlantic Pkwy Martinsburg, WV 25404 Business Description: The Debtor owns a 14,000 sq ft church on 1.854 acres located at 881 Mid Atlantic Pkwy Martinsburg, WV 25404 having a current value of $1 million. Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Northern District of West Virginia Case No.: 24-00188 Judge: Hon. David L. Bissett Debtor's Counsel: Todd Johnson, Esq. JOHNSON LAW PLLC PO Box 519 Morgantown WV 26507 Email: todd@jlawpllc.com Total Assets: $1,085,000 Total Liabilities: $649,300 The petition was signed by Matt Francis as president. 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/6YIKTLQ/365_Church__wvnbke-24-00188__0001.0.pdf?mcid=tGE4TAMA 540 WILLOUGHBY: Case Summary & Eight Unsecured Creditors -------------------------------------------------------- Debtor: 540 Willoughby Avenue, LLC 211 Chruch Avenue Brooklyn, NY 11218 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-41605 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Paul Hollender, Esq. CORASH & HOLLENDER 1200 South Avenue Suite 201 Staten Island, NY 10314 Tel: 718-442-4424 E-mail: info@silawfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rahim Siunykalim as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K7GYW4Y/540_Willoughby_Avenue_LLC__nyebke-24-41605__0001.0.pdf?mcid=tGE4TAMA 8200 REALTY: Hires FIA Capital Partners as Financial Advisor ------------------------------------------------------------ 8200 Realty Associates LLC and its affiliate seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ FIA Capital Partners, LLC as their financial advisor. The firm will render these services: a. provide analysis and valuation of the of the Debtors' real estate properties located at 8200 Bay Pkwy, Brooklyn, NY and 4112 4th Avenue, Brooklyn, NY; b. monitor and propose effective strategies regarding the jointly administered Chapter 11 cases, on behalf of the Debtors and all proceedings in connection therewith; c. prepare operating reports, assuring compliance with all U.S. Trustee guidelines; and d. render such other general services consulting or other such assistance as the Debtors or their counsel may deem necessary. The firm will be paid at these rates: David Goldwasser $750 per hour CFO/CPA $450 per hour Managing Director $400 per hour Paralegal $280 per hour As disclosed in court filings, FIA is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. FIA can be reached at: David Goldwasser FIA Capital Partners, LLC 115 Broadway, Suite 302 New York, NY 10006 Telephone: (561) 417-3725 Facsimile: (866) 353-6360 About 8200 Realty Associates LLC 8200 Realty Associates LLC in Brooklyn, NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-42775) on August 3, 2023, listing $100 in assets and $8,280,765 in liabilities. Ira Joseph Epstein as owner, signed the petition. Judge Nancy Hershey Lord oversees the case. LAW OFFICE OF RACHEL S. BLUMENFELD PLLC serve as the Debtor's legal counsel. 8200 REALTY: Seeks to Hire Northgate Real Estate as Advisor ----------------------------------------------------------- 8200 Realty Associates LLC and its affiliate seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Northgate Real Estate Group as their real estate advisor. The firm will use its commercially reasonable efforts to market and sell, arrange refinancing for, or otherwise dispose of the Debtors' property located at 4112 4th Avenue Brooklyn, NY 11232. Northgate Real Estate will be paid a commission equal to 4 percent of the gross purchase price of the property. As disclosed in the court filings, the firm is a "disinterested person" as that term is defined in the Bankruptcy Code and does not hold or represent an interest adverse to the Debtor or its estate. The firm can be reached through: Greg Corbin Northgate Real Estate Group 433 5th Ave 4th floor New York, NY 10016 Telephone: (212) 419-9103 About 8200 Realty Associates LLC 8200 Realty Associates LLC in Brooklyn, NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-42775) on August 3, 2023, listing $100 in assets and $8,280,765 in liabilities. Ira Joseph Epstein as owner, signed the petition. Judge Nancy Hershey Lord oversees the case. LAW OFFICE OF RACHEL S. BLUMENFELD PLLC serve as the Debtor's legal counsel. AETIUS COMPANIES: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------------- Aetius Companies, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ professionals utilized in the ordinary course of business. The Debtor needs ordinary course professionals to perform services for matters unrelated to this Chapter 11 case. The Debtor seeks to pay OCPs 100 percent of the fees and expenses incurred. The Debtor does not believe that any of the ordinary course professionals have an interest materially adverse to it, its estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCP's include: a. Jonathon Pressley Smith Gambrell Russell -- Various ordinary course legal matters b. Mary M. Caskey Haynsworth Sinkler Boyd -- Assistance with legal dispute involving South Carolina lease c. Jonathon Charleston The Charleston Group -- Assistance with issue concerning South Carolina liquor license d. Marisa Faunce Plave Koch PLC -- Assistance with legal matters related to franchisor/franchisee matters. About Aetius Companies, LLC Aetius Companies, LLC and affiliates operate a restaurant chain. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Lead Case No. 23-30470) on July 19, 2023. In the petition signed by Mark Cote, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Craig Whitley oversees the case. Robert A. Cox, Jr., Esq., at Hamilton Stephens Steele + Martin, PLLC, represents the Debtor as legal counsel. Judge Craig Whitley, upon recommendation of the U.S. Bankruptcy Administrator for the Western District of North Carolina, issued an order appointing an official committee to represent unsecured creditors in the Chapter 11 cases of Aetius Companies, LLC and its affiliates. Brinkman Law Group, P.C. as counsel, and Cole Hayes, Esq. as local counsel. ALDRICH PUMP: Asbestos Claimants Taps TetraRho as Financial Advisor ------------------------------------------------------------------- Joseph W. Grier, III, the court-appointed legal representative for future asbestos claimants against Debtors Aldrich Pump LLC and Murray Boiler LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ TetraRho, LLC as his financial advisor. The firm's services include: a. reviewing the Debtors' financial condition and businesses; b. reviewing financial related disclosures required by the Bankruptcy Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; c. preparing analyses required to assess the Debtors' funding agreement with Trane Technologies Company LLC and Trane U.S. Inc. and any other proposed financing; d. assessing and monitoring of the Debtors' short-term cash flow, liquidity, and operating results; e. reviewing the Debtors' analysis of core business assets, valuation of those assets, and the potential disposition or liquidation of non-core assets; f. reviewing other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Bankruptcy Court approval is sought; g. attending, assisting, and preparing materials related to due diligence sessions, discovery, depositions, negotiations, mediations, and other relevant meetings, and assisting in discussions with the Debtors, the ACC, Trane Technologies plc and/or its subsidiaries, the Bankruptcy Administrator, other parties in interest, and their respective professionals; h. evaluating and analyzing avoidance actions, including fraudulent conveyances and preferential transfers; i. evaluating any pre-petition transactions of interest to the FCR or his counsel; j. assisting in the prosecution of FCR responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the FCR and/or his counsel; k. assisting in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in the Chapter 11 Cases; and l. providing such other financial advisory services as may be agreed in writing between Tetra and the FCR or his counsel. The firm will charge $950 per hour for the services rendered by managing directors. As disclosed in the court filings, Tetra is a "disinterested person," as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code. The firm can be reached through: Jason Solganick TetraRho LLC 12 Riverview Farm Road Ossining, NY 10562 Email: jasonolganik@outlook.com About Aldrich Pump LLC Aldrich Pump LLC and Murray Boiler LLC are subsidiaries of Trane Technologies, a publicly traded company. Trane Technologies is a global climate innovator that brings efficient and sustainable climate solutions to buildings, homes, and transportation. The North American headquarters of Trane Technologies, as well as the Debtors, are located in Davidson, North Carolina. Aldrich Pump and Murray Boiler sought Chapter 11 protection (Bankr. W.D.N.C. Lead Case No. 20-30608) on June 18, 2020. The Hon. Craig J. Whitley oversees the case. In the petition signed by Allan Tananbaum, chief legal officer, the Debtor was estimated to have $100 million to $500 million in both assets and liabilities. The Debtors tapped Rayburn Cooper & Durham, P.A. and Jones Day as legal counsel; Bates White, LLC, Evert Weathersby Houff, and K&L Gates, LLP as special counsel; AlixPartners, LLP as financial advisor; and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee of asbestos personal injury claimants. The committee tapped Robinson & Cole, LLP and Caplin & Drysdale, Chartered as its bankruptcy counsel. The Committee also selected FTI as its financial advisor. On October 14, 2020, the Court entered the order appointing Joseph W. Grier, III, as legal representative for future asbestos claimants. He tapped Orrick, Herrington & Sutcliffe LLP and Grier Wright Martinez, PA as counsel and Ankura Consulting Group, LLC as asbestos claims consultant and financial advisor. ALLY CAR: Plan Exclusivity Period Extended to July 2 ---------------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York extended Ally Car Service LLC d/b/a Active Express Car and Limo 2's exclusive period to file a plan of reorganization and disclosure statement to July 2, 2024. Ally Car Service, LLC, is represented by: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Ally Car Service Ally Car Service LLC, doing business as Active Express Car and Limo 2, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42044) on June 8, 2023, with as much as $1 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor tapped the Law Offices of Alla Kachan, PC, as bankruptcy counsel and Wisdom Professional Services, Inc., as accountant. ALTA VISTA: U.S. Trustee Appoints Blanca Castro as PCO ------------------------------------------------------ Peter Anderson, the U.S. Trustee for Region 16, appointed Blanca Castro as patient care ombudsman for Alta Vista Gardens, Inc. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Central District of California on March 22. The ombudsman will perform the duties required of the ombudsman pursuant to Section 333 of the Bankruptcy Code. To the best of her knowledge, Ms. Castro has no connections with Alta Vista, creditors or any party involved in the company's Chapter 11 case except as set forth in her verified statement. The ombudsman may be reached at: Blanca E. Castro California Department of Aging 2880 Gateway Oaks Drive Suite 200 Sacramento, CA 95833 Tel: 916-928-2500 Email: blanca.castro@aging.ca.gov About Alta Vista Gardens Alta Vista Gardens, Inc., a Los Angeles-based company, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 24-11780) on March 7, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Staci Marmershteyn, a board member, signed the petition. Judge Deborah J Saltzman oversees the case. RHM Law, LLP serves as the Debtor's bankruptcy counsel. ANI LICENSE: Case Summary & Three Unsecured Creditors ----------------------------------------------------- Debtor: ANI License Fund, LLC 12626 High Bluff Dr., Suite 300 San Diego, CA 92130 Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Southern District of California Case No.: 24-01339 Debtor's Counsel: Kit James Gardner, Esq. LAW OFFICES OF KIT J. GARDNER 501 W. Broadway, Suite 800 San Diego, CA 92101 Tel: 619-525-9900 E-mail: kgardner@gardnerlegal.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kim Peterson as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SHHMKEY/ANI_License_Fund_LLC__casbke-24-01339__0001.0.pdf?mcid=tGE4TAMA ANTHOLOGY: Creditors in Discussions With Lenders for Fresh Capital ------------------------------------------------------------------ Reshmi Basu of Bloomberg Law reports that some Anthology creditors have held discussions with the education-software provider about possibly injecting fresh capital to help bolster cash reserves, according to people with knowledge of the situation. All first-lien lenders are expected to be eligible to participate, said the people, who asked not to be identified discussing a private matter. Terms haven't been finalized and a deal may not materialize. About Anthology Inc. Anthology, Inc., operates as a software company. The Company offers solution that help students, faculty, and administrators build better strategies for their institution. Anthology serves customers worldwide. ARKANSAS KNOXVILLE: Taps Sheila Campbell P.A. as Legal Counsel -------------------------------------------------------------- Arkansas Knoxville Hotel LP seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire Sheila Campbell, P.A. to handle its Chapter 11 proceedings. The firm will charge its standard hourly rate of $350 per hour. The Debtor has paid the filing fee of $1,800. Sheila Campbell, P.A. is a "disinterested person" as the term is defined in the 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Sheila F. Campbell, Esq. Sheila Campbell, P.A. P.O. Box 939 North Little Rock, AR 72115 Phone: (501) 372-5375 Email: campbl@sbcglobal.net About Arkansas Knoxville Hotel LP Arkansas Knoxville Hotel LP sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-11109) on April 4, 2024, listing up to $50,000 in both assets and liabilities. Judge Bianca M Rucker presides over the case. Sheila F. Campbell, Esq. at Sheila Campbell, P.A. represents the Debtor as counsel. AVENTIV TECHNOLOGIES: S&P Upgrades ICR to 'CCC', Outlook Negative ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based inmate telecommunications service provider Aventiv Technologies LLC to 'CCC' from 'SD' (selective default) and assigned a negative outlook. S&P has withdrawn its issue-level ratings at the issuer's request. The negative outlook reflects S&P's expectation that Aventiv is vulnerable to a near-term payment default or a distressed exchange over the next 12 months. S&P said, "Aventiv's liquidity situation has improved, but we believe it could still face a liquidity shortfall in 2025. The transaction improved Aventiv's near-term liquidity position by extending the maturities on its revolver and first-lien term loan to July 2025, converting a substantial portion of interest payments to payable-in-kind (PIK), and providing $40 million of new capital (through the issuance of second- and third-out incremental term loans). However, the transaction does not solve the company's liquidity problems because it still faces substantial refinancing requirements in 2025 when all of its outstanding debt comes due, and it may continue to face difficulties accessing capital. "Post-transaction close, we estimate the company had about $50 million of cash on the balance sheet and was fully drawn on its $225 million revolver. Despite limited revolver access, we expect Aventiv to maintain sufficient liquidity over the next 12 months based on operating cash flow generation of about $150 million, which combined with balance sheet cash, we believe will support mandatory debt repayments of about $10.5 million and $125 million of capital expenditure (capex). Our base-case forecast assumes the company maintains compliance with the milestones required under the transaction support agreement (TSA), resulting in significant cash interest savings as a significant portion of future interest payments due to existing term loans lenders converted to PIK." Under the company's new capital structure, approximately 40% of the interest on its $1.06 billion first-lien debt and 63%-64% of the interest on its $295 million second-lien debt will be PIK. This eases pressure on its cash flow generation and liquidity because it reduces annual interest payments by $70 million-$80 million annually. The TSA requires the company to maintain compliance with certain milestones. If it fails to meet these, it would trigger the immediate conversion of PIK interest to cash interest. S&P estimates the conversion of PIK interest to cash interest will result in roughly $18 million-$19 million of incremental interest expense each quarter, pressuring cash flows and deteriorating its liquidity position. S&P said, "We continue to view Aventiv's capital structure as unsustainable. The short-term maturity extension on its first-lien facilities helped alleviate near-term liquidity risk; however, Aventiv continues to face significant near-term refinancing risk as its $225 million revolver and $1.06 billion first-lien term loan mature in July 2025 and its $295 million second-lien term loan matures November 2025. Our base-case forecast assumes the company will generate sufficient operating cash flow to support reduced debt servicing costs and slightly higher capex in the near-term. "However, we continue to view the capital structure as unsustainable in the longer term due to its high overall debt burden and our expectation that future cash flow generation will be insufficient to support debt servicing costs if PIK interest converts to cash interest. Therefore, we believe there is heightened risk for a debt restructuring we would view as a distressed exchange or a conventional payment default within the next 12 months. We also believe Aventiv will likely face challenges refinancing its debt based on high financial leverage and elevated uncertainty over its business prospects. "The negative outlook reflects our expectation that Aventiv is vulnerable to a near-term payment default or distressed exchange in 2025. "We could lower our ratings on Aventiv if the company announces a bankruptcy filing, distressed debt exchange, or any type of restructuring transaction that we would view as distressed and tantamount to a default. "We could revise our outlook to stable if Aventiv successfully refinances its upcoming debt maturities via a transaction that we do not view as distressed and improves its liquidity position such that near-term liquidity risk is alleviated." AXIS KC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Axis KC, LLC 1029 a1a Suite 10a Saint Augustine, FL 32080 Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01061 Judge: Hon. Jason A Burgess Debtor's Counsel: Thomas Adam, Esq. THOMAS ADAM 2258 Riverside Ave Jacksonville, FL 32204 Email: tadam@adamlawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by George Bochis as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YINCSLA/Axis_KC_LLC__flmbke-24-01061__0001.0.pdf?mcid=tGE4TAMA BBCK ONE HOLDING: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: BBCK One Holding Corp. 2 New Main Street East Orange, NJ 07018 Chapter 11 Petition Date: April 17, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-13913 Debtor's Counsel: Anthony Sodono, III, Esq. MCMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue Second Floor Roseland, NJ 07068 Tel: 973-622-1800 E-mail: asodono@msbnj.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by John Cancelliere as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OJCRY3I/BBCK_One_Holding_Corp__njbke-24-13913__0001.0.pdf?mcid=tGE4TAMA BELDEN INC: Egan-Jones Retains BB- Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on April 4, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Belden Inc. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in St. Louis, Missouri, Belden Inc. designs, manufactures, and markets cable, connectivity, and networking products. BETTER CHOICE: BDO USA Raises Going Concern Doubt ------------------------------------------------- Better Choice Company Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed that there is substantial doubt about the Company's ability to continue as a going concern. Tampa, Florida-based BDO USA, P.C, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 11, 2024, citing that the Company has continually incurred operating losses, has an accumulated deficit and failed to meet certain financial covenants as of December 31, 2023. These matters create substantial doubt about the Company's ability to continue as a going concern for a period of 12 months from the date its consolidated financial statements are issued. Historically, the Company has financed its operations primarily through the sales of shares of its common stock, warrants, preferred stock, and loans. In connection with its IPO, the Company issued and sold 181,818 shares of common stock at a price of $5.00 per share. On July 1, 2021, the Company received total net proceeds of approximately $36.1 million from the IPO, after deducting underwriting discounts and commissions of $2.8 million, and offering costs of approximately $1.1 million. On December 31, 2023 and December 31, 2022, the Company had cash and cash equivalents and restricted cash of $4.5 million and $9.5 million, respectively. The Company is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. As of December 31, 2023, the Company has not experienced a significant adverse impact to its business, financial condition or cash flows resulting from geopolitical actions or threat of cyber-attacks. However, the Company has seen adverse impacts to its gross profit margin due to inflationary pressures in the current economic environment. Uncertainties regarding the continued economic impact of inflationary pressures, geopolitical actions and threat of cyber-attacks are likely to result in sustained market turmoil, which could negatively impact the Company's business, financial condition, and cash flows in the future. "Our ability to raise additional capital may be adversely impacted by the potential worsening of global economic conditions, including inflationary pressures, and the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from geopolitical tensions," the Company said. "If we seek additional financing to fund our business activities in the future and there remains doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all. If we are unable to raise the necessary funds when needed or achieve planned cost savings, or other strategic objectives are not achieved, we may not be able to continue our operations, or we could be required to modify our operations that could slow future growth," the Company said. The Company had a net loss available to common stockholders of $22.8 million for the year ended December 31, 2023, compared to a net loss of $39.3 million in 2022. As of December 31, 2023, the Company had $16.7 million in total assets, $13.8 million in total liabilities, and $2.98 million in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/mw6xfpj4 About Better Choice Better Choice Company Inc. is a pet health and wellness company focused on providing pet products and services that help dogs and cats live healthier, happier and longer lives. The Company has a broad portfolio of pet health and wellness products for dogs and cats sold under its Halo brand across multiple forms, including foods, treats, toppers, dental products, chews and supplements. The products consist of kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegan dog food and treats, oral care products and supplements. BLACKBERRY LTD: Lowers Net Loss to $130M for FY Ended Feb. 29 ------------------------------------------------------------- BlackBerry Limited filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $130 million on $853 million of revenue for the year ended February 29, 2024, compared to a net loss of $734 million on $656 million of revenue for the year ended February 28, 2023. As of Dec. 31, 2023, the Company had $1.4 billion in total assets, $619 million in total liabilities, and $776 million in total stockholders' equity. A copy of the Annual Report is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1070235/000107023524000057/bbry-20240229.htm About BlackBerry Headquartered in Waterloo, Ontario, BlackBerry Limited (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. In September 2023, Egan-Jones Ratings Company maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by BlackBerry Limited. BLUE STAR: Signs Manufacturing Agreement With Afritex, Eagle Rising ------------------------------------------------------------------- Blue Star Foods Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a contract manufacturing agreement with Afritex Ventures, Inc., a Texas corporation, (the "Supplier"), and Eagle Rising Food Solutions LLC, a Florida corporation (the "Buyer"), which was effective March 21, 2024. The initial term of the Agreement is two years from the Effective Date and shall automatically renew for successive one-year periods thereafter if not terminated in writing by either party a minimum of 60 days prior to the end of the then current term. Pursuant to the Agreement, Supplier will manufacture certain food products and provide consulting services to Buyer based on Buyer's purchase orders. During the term of the Agreement, Buyer grants to Supplier a non-exclusive, non-transferable, worldwide, royalty-free, fully paid up license to use Buyer Marks (as defined in the Agreement) solely for purposes of labeling the Products and for no other purpose. Supplier shall be responsible for all aspects of production of the Products including but not limited to, (i) ordering raw ingredients, (ii) preparing the Products in accordance with the specifications of the Buyer, and, (iii) quality control of the Products in preparation for pickup and/or delivery to Buyer's customers. Supplier shall be responsible for the integrity of the Products and any material lapse in quality control must be corrected as soon as practicably possible and at the sole expense of the Supplier. Additionally, Supplier will store all ingredients and materials used to produce the Products at no cost to Buyer for 30 days. Supplier will store the Products for 10 days once finished at no cost to Buyer. Buyer is responsible for payment of all freight and arranging all logistics for the delivery of all finished Products in accordance with the Agreement. Supplier shall issue invoices to Buyer for each PO once the Products associated with such PO have left the loading dock. Buyer shall pay all invoices within 35 calendar days of receipt of invoice, free from any offset or deductions. Any portions of invoices unpaid within such time shall bear interest at the rate of one percent of the outstanding amount per month until payment is received. Either of the parties shall be deemed to be in default in the event of any failure, refusal, or neglect of the party to perform a non-monetary obligation pursuant to the terms of the Agreement which is not cured within 30 days; provided, however, that Supplier shall be deemed to be in default, with notice and 10 days to cure, and Buyer may terminate this Agreement, if Supplier: (a) is unable to produce the Products at either its current production facility or any other licensed facility under Supplier's direction, (b) is enjoined (whether temporarily or permanently) from engaging in the food production services, (c) fails to remain in substantial compliance with state, federal or local licenses, laws, regulations, or ordinances concerning food production applicable to its services, (d) is unable to maintain insurance coverage, or (e) ceases engaging in the food production services. Either party may immediately terminate the Agreement, without an obligation to provide notice to cure, in the event of (i) the other party's insolvency or inability to meet obligations, (ii) filing of voluntary or involuntary petition of bankruptcy, (iii) institution of legal proceedings against the other party by creditors or stock holders, or (iv) appointment of a receiver for the other party by any court of competent jurisdiction. In the event of Supplier default, Buyer may seek whatever supply chain and/or manufacturing resources to produce the Products as it deems necessary to fulfill customer orders and maintain inventory level for its customer base. During the term of the Agreement, Supplier and Buyer shall each maintain adequate commercial general liability insurance policies. As reported by the Company in its Form 10-K for the year ended Dec. 31, 2023, the Company entered into a 90-day Master Services Agreement with Afritex Ventures, Inc. on Feb. 1, 2024, pursuant to which the Company will be responsible for all of Afritex's operations and finance functions. The Company will provide Afritex with working capital in order to sustain operations and will purchase certain inventory listed in the Services Agreement. In consideration for its services, during the term of the Services Agreement, the Company will be entitled to all of the revenue and profits earned by Afritex. About Blue Star Foods Based in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com -- is an international sustainable marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's main operating business, John Keeler & Co., Inc. was incorporated in the State of Florida in May 1995. The Company's current source of revenue is importing blue and red swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BOWLERO CORP: S&P Affirms 'B' ICR, Outlook Stable ------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Bowlero Corp. S&P also affirmed its 'B' issue-level rating and '3' recovery rating on the company's first-lien credit facility comprising a $235 million cash flow revolver and $1.15 billion term loan. S&P said, "The stable outlook reflects our belief that Bowlero will maintain S&P Global Ratings-adjusted leverage (including leases, preferred shares, and earn-outs) of less than 8.5x and that its cushion will widen over the next 12 months as its performance recovers and new units open. "We expect Bowlero's sales to grow in the high-single- to low-double-digit percent area in fiscal 2024, driven primarily by acquisitions and partially offset by weaker walk-in retail demand compared with 2023.Bowlero's year-to-date (through the six months ended December 2023) sales grew 5.9% to $533.1 million, driven by the addition of 21 new centers, including 14 from its September 2023 acquisition of LuckyStrike, as well as robust growth in its group event business. Its total year-to-date revenue growth was hindered by a 2.3% decline in same-store sales and lower service fee revenues, with the former attributed to lower walk-in retail business during the first quarter (6.9% decline in same-store sales year over year). "We expect sales growth of about 10% in the third quarter ending April 2024, fueled mainly by new and acquired units, but impaired by colder-than-expected weather in the first three weeks of January. We also expect top-line growth to approach 20% in the fourth quarter due to new and acquired units, as well as more favorable comparable sales in the prior period. "Overall, we expect the company to grow sales in the high-single- to low-double-digit percent range in fiscal 2024. Bowlero has maintained S&P Global-adjusted EBITDA margins well above 30% and offers unique entertainment offerings in its group events business that have contributed to popularity with large corporate customers. We believe it has strong profitability, wide product offerings, and superior positioning in more attractive urban markets relative to lower-rated peers. Accordingly, we apply a positive comparable rating analysis modifier to Bowlero. "We project Bowlero's S&P Global Ratings-adjusted EBITDA margins will contract significantly in fiscal 2024 due to higher labor costs and bowling center count growth. The company's S&P Global Ratings-adjusted EBITDA margins contracted 510 bps to 30.5% in the first half of fiscal 2024 from 35.6% in the prior period. The decline was largely driven by a 14.4% year-over-year increase in cost of goods sold, in turn due to higher labor costs and spending associated with new centers. Furthermore, selling, general, and administrative expenses rose 12.6% year over year due to higher compensation and professional fees associated with new centers. We expect profitability to improve in the back half of the year amid new center expansion and moderating inflation, resulting in S&P Global Ratings-adjusted EBITDA margins declining about 250-300 bps to the mid- to low-33% area in fiscal 2024. "We expect Bowlero's S&P Global Ratings-adjusted leverage to improve but remain elevated and forecast it will end fiscal 2024 at 8.4x before declining to 8x in fiscal 2025. Bowlero's free operating cash flow in the first half of fiscal 2024 decreased $82.8 million to negative $36.2 million from positive $46.6 million, driven by lower profitability, higher interest expenses, and larger capital spending ($113.8 million vs. $78.1 million). We expect continued elevated capital spending in fiscal 2024 of $170 million-$190 million, approximately 20% higher than 2023. "As a result, we expect flat to modestly negative free cash flow in fiscal 2024 and resulting leverage of 8.4x at year end. While we believe free cash flow will turn positive in 2025, we anticipate its S&P Global Ratings-adjusted debt to EBITDA will remain near 8x due to continued spending associated with acquisitions. "The stable outlook reflects our belief that Bowlero will maintain S&P Global Ratings-adjusted leverage (including leases, preferred shares, and earn-outs) of less than 8.5x and that its cushion will widen over the next 12 months as its performance recovers and new units open." S&P could lower its rating if it expects Bowlero to sustain S&P Global Ratings-adjusted leverage of more than 8.5x (including leases, preferred shares, and earn-outs) or interest coverage of less than 1.5x. This could occur if: -- The company experiences a meaningful pullback in demand; or -- Bowlero pursues aggressive debt-funded acquisitions or shareholder returns. S&P said, "While unlikely in the near term, we could raise our rating on Bowlero if the company reduces and maintains S&P Global Ratings-adjusted leverage below 6x and maintains interest coverage of more than 2x. This could occur if the company uses cash flow to prepay debt, including its revolving credit facility, and we view releveraging as unlikely." BRIGHTSTAR PROPERTY: Hires Levine & Blit as Special Counsel ----------------------------------------------------------- Brightstar Property Maintenance Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Justin S. Clark, Esq., of the law firm of Levine & Blit, PLLC as its special counsel. The firm will represent the Debtor in a pending AAA Arbitration claim filed by the Debtor pre-petition against Northeast Landscaping & Tree Services, Inc. and which remains pending for breach of contract and fraudulent inducement seeking damages in excess of $200,000. The firm will charge 325 per hour for its services. Mr. Clark and his firm received a retainer in the amount of $7,500. As disclosed in the court filings, Mr. Clark and Levine & Blit are disinterested as required by 11 U.S.C. Sec. 327(a) and a verified statement as required under Bankruptcy Rule 2014. The firm can be reached through: Justin S. Clark, Esq. Levine & Blit, PLLC 800 Westchester Avenue, S-322 Rye Brook, NY 10573 Phone: (866) 392-0547 About Brightstar Property Maintenance Brightstar Property Maintenance Services, Inc., offers property maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20835) on Dec. 29, 2023. In the petition signed by Leon Nelson, president, the Debtor disclosed $1,100,683 in assets and $1,074,719 in liabilities. Judge Scott M. Grossman oversees the case. Thomas L. Abrams, Esq., at THOMAS L ABRAMS PA, is the Debtor's legal counsel. BRINK'S CO: Egan-Jones Retains B+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on April 3, 2024, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Brink's Company. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Richmond, Virginia, Brink's Company provides security services globally. BYJU'S ALPHA: Motion for Injunctive Relief v. Camshaft Granted -------------------------------------------------------------- Judge John T. Dorsey of the United States Bankruptcy Court for the District of Delaware granted the motion for injunctive relief filed by BYJU's Alpha against Camshaft Capital Fund, LP, Camshaft Capital Advisors, LLC, Camshaft Capital Management, Inspilearn LLC, and Riju Ravindran, in an attempt to recover the $533 million transferred to Camshaft. The Debtor brought this adversary proceeding against the the Defendants, asserting claims for fraudulent transfer, breach of fiduciary duty, and violation of the automatic stay. After being stonewalled when trying to locate the $533 million at issue in this proceeding, the Debtor sought a temporary restraining order requiring the Defendants to deposit the funds in the Court's registry. The parties argued the Motion at a hearing on March 14, 2024, during which the Court also heard argument on a previously issued order to show cause regarding why Camshaft and its principal William Cameron Morton should not be held in civil contempt. The Court ruled on both the Motion and the Show Cause Order from the bench. Upon the Defendants' appeal, the Court elected to write this supplementary opinion pursuant to Local Rule 8003-2 in further support of its March 14 ruling. The Debtor is a special purpose financing vehicle and formerly an indirect subsidiary of Think and Learn Private, Ltd., an Indian corporation focused on providing accessible education technology. T&L is a family-run business; its three-member board consists of founder Byju Ravindran, his younger brother Riju Ravindran, and Byju's wife, Divya Gokulnath. During all times relevant to this dispute, Riju served as the sole director of the Debtor. In November 2021, the Debtor, along with other BYJU's entities, took out a $1.2 billion term loan from lenders, which it defaulted on in less than four months. In April 2022, shortly after this initial default, Riju Ravindran authorized the first of six transfers to Camshaft, totaling over $533 million in exchange for an ownership interest in Camshaft. "[T]hese funds appeared to make up more than 90% of Camshaft's regulatory assets under management," the Court notes. The Debtor's bank accounts show no sign of having received any return from this purported investment in Camshaft. The Debtor continued defaulting on its loan covenants after the Camshaft transfers. By October 2023, there were at least four defaults on the covenants under the credit agreement between the Debtor, its affiliates, and the lenders. Each of the defaults enabled the lenders to exercise remedies, which they did on March 3, 2023. The lenders' agent GLAS Trust Company LLC then accelerated the loans and replaced Riju Ravindran with Timothy Pohl to serve as the Debtor's sole director and officer. Subsequent litigation in the Delaware Court of Chancery affirmed Mr. Pohl's appointment. The Debtor filed for chapter 11 protection in February 2024 and filed this adversary proceeding in an attempt to recover the $533 million transferred to Camshaft. The Debtor alleges, inter alia, that the transfers qualify as actual and constructive fraudulent transfers under both 11 U.S.C. Secs. 544, 548, and applicable state law, and that the transactions constitute a breach of Riju Ravindran's fiduciary duty to the Debtor. The location and control of the $533 million transferred to Camshaft is at the heart of this adversary proceeding. There is no dispute the funds were transferred from the Debtor to Camshaft, but certain facts bring Camshaft's legitimacy into serious question, the Court says. The address for its principal place of business, supplied by Camshaft to the SEC, is actually the address of an IHOP in Miami. Camshaft eventually provided an additional address, which points to a sparsely furnished room that shows no sign of regular activity. The Debtor alleges that Camshaft has no working telephone and publicly misrepresents its management team to include individuals who are unaware that they are being held out in such capacity. The evidence suggests that Mr. Morton is actually Camshaft's sole employee. Even more concerning, any attempts to engage with Camshaft and its director, Mr. Morton, have failed. Having failed to comply with the March 1 Order, the Court issued the Show Cause Order, to be heard on March 14, in conjunction with the Debtor's Motion for injunctive relief. At the March 14 hearing, upon learning that Mr. Morton had failed to comply with the Show Cause Order, the Court issued a bench ruling holding both Camshaft and Mr. Morton in contempt. Following the issuance of the contempt documents, the Court reconvened the hearing and heard argument and evidence on the Debtor's Motion for injunctive relief. The Court granted the Motion and issued "a freeze injunction preventing the transfer of the funds or the use of the funds, wherever they might be located, . . . includ[ing] Mr. Byju Ravindran and [Divya Gokulnath]." The Court believes a prohibitory injunction designed to freeze the assets is appropriate in this circumstance. The Court concludes that the Debtor has shown that it has a reasonable probability of success on its fraudulent transfer claims. The parties do not dispute that the Debtor transferred the disputed funds to Camshaft immediately after incurring substantial debt. Riju Ravindran's testimony on March 14 strengthens the Debtor's argument that the funds were transferred with actual fraudulent intent. In his testimony, Ravindran consistently feigned ignorance as to the reasons behind the Camshaft transfer, despite acknowledging that he served on the board of directors that authorized the transaction from the Debtor to Camshaft. Alarmingly, Ravindran testified to being the sole director of the Debtor at the time of the transfer, but that he had no idea why his company had decided to make $533 million in "investments" to Camshaft. The Defendants have not presented a single piece of evidence to suggest that the Camshaft transfers were made for any reason other than defrauding the Debtor's creditors, the Court notes. The Court finds that the Debtor is reasonably likely to succeed on its claim for actual fraudulent transfer. In its defense, Camshaft argues that (1) the Credit Agreement permitted the Debtor's transfers to Camshaft, (2) Camshaft was a mere conduit in the transactions, and (3) the Debtor nevertheless received reasonably equivalent value for the $533 million transferred to Camshaft. The Court disagrees with Camshaft that the terms of the Credit Agreement somehow justify the Debtor's transfers. The Court holds that Camshaft's mere conduit argument is also unfounded. Camshaft repeatedly objected to providing any information about subsequent transfers of the disputed funds to third parties. Camshaft's very refusal to provide this information indicates that it has information about subsequent transfers of the disputed funds, the Court states. According to the Court, Camshaft cannot possibly be a mere conduit if it knows where the subsequent transfers occurred and where the money went because the very fact that it exercised "dominion and control" over the funds means that it cannot be considered a mere conduit. Finally, there is no evidence presented by Camshaft to demonstrate that the Debtor received anywhere close to reasonably equivalent value in exchange for the Camshaft transfers, the Court concludes. Sworn declarations from the Debtor's current director indicate that the $533 million transferred to Camshaft comprised over 90% of Camshaft's regulatory assets under management, and that nothing in the Debtor's bank accounts show that any return was received from these investments, the Court states. The Debtor has likewise shown a reasonable probability of success on its claim against Riju Ravindran for breach of fiduciary duty, the Court finds. The Defendants argue that Mr. Ravindran was acting on behalf of the Debtor's parent company at the time of the transfers and, therefore, the transfers are not a breach of fiduciary duty because he had an obligation to act on behalf of the parent company. The Court holds that Riju Ravindran owed fiduciary duties to the Debtor, and his testimony clearly indicates that he breached the duty of care owed to the Debtor. Under oath, Ravindran verbally agreed that he "didn't think too much" about why he was directed by his parent company (of which he was a director) to transfer an enormous sum of money to Camshaft, a hedge fund with no demonstrated experience or credibility. He further testified that he asked no questions about the decision to transfer $533 million, did not understand the reason for the transfer, and had never heard of Camshaft at the time he signed the document authorizing the first transfer. In addition to its probability of success on the merits, the Court finds it clear that the Debtor faces irreparable harm without some form of injunctive relief. The missing $533 million is likely the Debtor's only way to pay its creditors. The Defendants have repeatedly demonstrated willful disregard for the Debtor's attempts to locate these missing funds, which implies they do not have the means to satisfy a $533 million judgment, other than the missing funds. Moreover, the Defendants have refused to comply with the Court's orders to disclose the location of the funds, necessitating a higher degree of intervention if the Debtor is to have any hope of recovering its assets. Camshaft argues it should not be subject to injunctive relief because "they are not the current holder of the . . . funds" and because the Debtor does not allege in the complaint that Camshaft currently holds or controls the funds.59 This argument cannot be taken seriously. According to the Court, the record in this adversary proceeding is replete with examples of Camshaft deliberately stonewalling any attempt to ascertain the location of the funds -- Camshaft refused to provide this information to the Debtor, and it again refused to provide this information when the Court ordered it to do so, the Court states. Camshaft's insistence that it does not hold or control the funds could easily be confirmed if it simply identified the location of the $533 million transferred to it by the Debtor. But refusing to identify the location of the funds does nothing to help Camshaft demonstrate that it does not retain control over the funds. To the contrary, Camshaft's brazen insistence on concealing the location and control of this money strongly indicates it retains some ownership and control over it, the Court concludes. The Court is satisfied that the Debtor has adequately shown why it is entitled to a prohibitory injunction in this case. A copy of the Court's decision dated April 3, 2024, is available at https://tinyurl.com/vpch9umk 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. CANO HEALTH: Taps McDermott Will as Regulatory & Corporate Counsel ------------------------------------------------------------------ Cano Health, Inc. and its affiliates, seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ McDermott Will & Emery LLP as their special regulatory and corporate counsel. The firm will render these services: a. assist with any sales of discrete assets or business lines pursuant to section 363 or any other applicable provisions of the Bankruptcy Code; b. provide healthcare regulatory advice in connection with the Debtors' restructuring and the chapter 11 cases; c. continue to assist the Debtors with ongoing matters, including, without limitation, general healthcare regulatory advice, relevant company expansions, internal and external investigations and disputes, and sales; and d. provide such other advice as may be necessary relating to the abovementioned services. The firm will be paid at these rates: Attorneys $855 to $1,830 per hour Paraprofessionals $245 to $605 per hour The firm received from the Debtors an advance retainer of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: McDermott was first retained by the Debtors on Jan 10, 2017. McDermott's fees are determined on the basis of time billed at hourly rates. As such, McDermott's post-petition billing rates and material financial terms are the same as those agreed to by the Debtors pre-petition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: McDermott, in conjunction with the Debtors and Weil Gotshal, is developing a prospective budget and staffing plan for these chapter 11 cases. Gregg Steinman, Esq., partner of McDermott Will & Emery LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm can be reached at: Gregg Steinman, Esq. McDermott Will & Emery LLP 333 SE 2nd Avenue, Suite 4500 Miami, FL 33131-2184 Tel: (305) 358-3500 Fax: (305) 347-6500 About Cano Health Inc. Cano Health, Inc., and its affiliates are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, PA and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones, LLP represent the ad hoc first lien group while ArentFox Schiff, LLP represents Wilmington Savings Fund Society, FSB, the DIP agent. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. Freshfields Bruckhaus Deringer US, LLP is counsel to the agent. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under the Side-Car Credit Agreement. It is represented by Proskauer Rose, LLP. Daniel McMurray was appointed as the patient care ombudsman in these Chapter 11 cases. He tapped Neubert Pepe & Monteith PC and Klehr Harrison Harvey Branzburg, LLP as his counsel. CARNIVAL CORP: S&P Rates New EUR500MM Senior Unsecured Notes 'BB-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Carnival Corp.'s proposed EUR500 million senior unsecured notes due 2030. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 60%) recovery. The company plans to use the proceeds to repay its EUR500 million 7.625% senior unsecured notes due 2026. S&P Global Ratings also assigned its 'BB+' issue-level rating and '1' recovery rating to Carnival Corp.'s proposed term loan B due 2027 and term loan B due 2028. The '1' recovery rating indicates S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a default. Carnival is seeking an amendment to these credit agreements to reprice these term loans. As part of the repricing transaction, Carnival expects to prepay a portion of each of these term loans. Pro forma for the expected $800 million prepayment, the company expects there will be approximately $1.7 billion of borrowings outstanding under the 2028 term loan and $1 billion outstanding under the 2027 term loan. S&P said, "At the same time, we revised our recovery rating on Carnival's unsecured debt with subsidiary guarantees to '3' from '4'. The issue-level ratings remain 'BB-'. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery. We also revised our recovery rating on Carnival's unsecured debt without subsidiary guarantees to '4' from '5' and raised our issue-level rating to 'BB-' from 'B+'. The '4' recovery rating indicates our expectation of average (30%-50%; rounded estimate 40%) recovery for lenders in the event of a default. The revised recovery ratings on Carnival's unsecured debt reflect improved recovery prospects for unsecured lenders following Carnival's repayment of the remaining $623 million of second-lien secured notes, its euro-denominated term loan with a balance of approximately $837 million, and the planned $800 million prepayment of a portion of its 2027 and 2028 term loans. As a result of the secured debt repayment, there is approximately $2 billion of total incremental residual value available for unsecured noteholders." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'BB+' issue-level rating and '1' recovery rating to Carnival's proposed repriced senior secured term B loans due 2027 and 2028. S&P expects these term loans to total approximately $2.7 billion pro forma for the proposed $800 million prepayment. The '1' recovery rating indicates its expectation of very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a default. -- S&P assigned its 'BB-' issue-level rating and '3' recovery rating to Carnival's proposed EUR500 million senior unsecured notes due 2030. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 60%) recovery. -- S&P revised its recovery rating on Carnival's unsecured debt with subsidiary guarantees to '3' from '4'. The issue-level ratings remain 'BB-'. -- S&P revised its recovery rating on Carnival's unsecured debt without subsidiary guarantees to '4' from '5' and raised its issue-level rating to 'BB-' from 'B+'. The '4' recovery rating indicates its expectation of average (30%-50%; rounded estimate: 40%) recovery for lenders in the event of a default. -- S&P's 'BB+' issue-level rating and '1' recovery rating on Carnival's other first-lien secured debt are unchanged. -- S&P said, "Our issue-level rating on Carnival's priority senior notes is 'BB-'. The '3' recovery rating indicates our expectation of substantial (50%-70%; rounded estimate: 65%) recovery. While our estimated recovery for the priority senior notes would indicate a recovery rating of '1' (90%-100% recovery), we cap our recovery ratings on the unsecured debt issued by companies we rate in the 'BB' category at '3'. This cap addresses that these creditors' recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default." Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring by 2028 due to a significant decline in the company's cash flow stemming from a prolonged economic downturn, a significant health or safety event, escalating geopolitical conflicts, or increased competitive pressures that cause a significant reduction in demand for cruising. -- S&P's estimate of the unsecured claims that benefit from subsidiary guarantees includes new ship debt that it expects Carnival will incur before the year of default. -- S&P estimates a gross enterprise value (EV) at emergence of about $24.5 billion by applying a 7x multiple to its estimate of the company's EBITDA at emergence. The multiple is at the high end of its range for leisure companies to reflect Carnival's good position in the cruise industry, which is a small but underpenetrated segment of the overall travel and vacation industry. -- S&P allocates its estimate of gross EV at emergence among secured and unsecured claims based on its understanding of the contributions, by asset value, of the parent (Carnival Corp. and Carnival PLC), Carnival Holdings (Bermuda) Ltd., Carnival Holdings (Bermuda) II Ltd. (the new revolver borrower), and subsidiary guarantors. -- S&P assumes that about 54% of its estimate of gross EV at emergence is available to cover first-priority secured claims, about 21% is available to cover the unsecured claims at Carnival Holdings (a subsidiary that owns 12 vessels backing priority senior notes), about 18% is at remaining unencumbered vessels and available to cover the unsecured claims that benefit from subsidiary guarantees, and about 7% is available to cover revolver claims at Carnival Holdings II. S&P said, "Under our analysis, about $12.4 billion of net EV would be available to cover its secured claims. After satisfying the first-priority secured claims, the remaining value we estimate at about $6.5 billion would be allocated among the claims that benefit from subsidiary guarantees and those that benefit only from parent guarantees. This is because we understand a significant portion of the collateral sits at the subsidiary guarantors. Under our analysis, about $4.7 billion of net EV would be available to cover priority senior notes claims of Carnival Holdings. The residual value of about $2.6 billion would flow to parent Carnival Corp. and be available to cover other unsecured claims guaranteed by the parent. "We estimate that about $7.8 billion of the EV at default will be directly available to unsecured debt benefiting from subsidiary guarantees. This includes $3.8 billion of residual collateral value, after satisfying various secured claims, and an additional $4.1 billion, our estimated value of the remaining unencumbered vessels after carving out the vessels contributed to Carnival Holdings and being contributed to Carnival Holdings II. The $7.8 billion of total value only partially covers our estimate of the unsecured debt with subsidiary guarantees at default. We assume these deficiency claims are pari passu with the unsecured debt that only benefit from parent guarantees. "We estimate there is about $5.3 billion of residual EV at default after satisfying other debt claims that will be available to the unsecured debt that has only parent guarantees. This includes $2.7 billion of residual collateral value, after satisfying various secured claims, and an additional $2.6 billion that reflects the residual value at Carnival Holdings after fully repaying the priority notes. The total value of $5.3 billion only partially covers our estimate of those unsecured claims and pari passu deficiency claims at default. "A new $2.5 billion revolving credit facility issued by Carnival Holdings II will replace Carnival's existing $2.9 billion revolving credit facility upon its maturity in August 2024. We assume Carnival is able to increase the commitments under the accordion feature in the new revolver to $2.9 billion, the facility is 85% drawn at default, and its maturity is extended to the year of default. "Under our analysis, the value that we attribute to Carnival Holdings II is not sufficient to cover our estimate of revolving credit facility claims at default. We assume this deficiency claim ranks pari passu with the company's unsecured debt with subsidiary guarantees." Simplified waterfall -- Emergence EBITDA: $3.5 billion -- EBITDA multiple: 7x -- Gross EV: $24.5 billion -- Net EV (after 7% administrative expenses): $22.8 billion -- Value attributable to secured/priority unsecured claims/unsecured claims/unsecured revolver claims: $12.4 billion/$4.7 billion/$4.1 billion/$1.7 billion -- Value available to first-lien secured claims: $12.4 billion -- Estimated first-lien secured claims at default: $5.9 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Residual value available from collateral after satisfying first-lien secured claims: $6.5 billion -- Residual value available from collateral for unsecured claims that benefit from subsidiary guarantees (export credit facilities, the 2026, 2027, 2029, and 2030 notes, the 2024 and 2027 convertible notes, bilateral bank facilities, and the new revolver deficiency claims): $3.8 billion -- Residual value available from collateral for unsecured debt that benefits from parent guarantees: $2.7 billion -- Value available to the Carnival Holdings priority senior notes claims: $4.7 billion -- Estimated priority senior notes claims at default: $2.1 billion --Recovery expectations: Capped at 50%-70% (rounded estimate: 65%) -- Residual value from Carnival Holdings available for unsecured claims that benefit from parent guarantees: $2.6 billion -- Value available to unsecured claims that benefit from subsidiary guarantees: $7.8 billion -- Pro rata share of parent value: $4.9 billion -- Total value available to unsecured claims that benefit from subsidiary guarantees: $12.7 billion -- Estimated unsecured claims that benefit from subsidiary guarantees at default: $20.1 billion --Recovery expectations: 50%-70% (rounded estimate: 60%) -- Value available to unsecured debt with only parent guarantees: About $350 million -- Unsecured claims with only parent guarantees at default: $870 million --Recovery expectations: 30%-50% (rounded estimate: 40%) Note: All debt amounts include six months of prepetition interest. CHESAPEAKE ENERGY: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on April 8, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Chesapeake Energy Corporation. Headquartered in Oklahoma City, Oklahoma, Chesapeake Energy Corporation produces oil and natural gas. CLUBCORP HOLDINGS: Moody's Ups CFR to Caa1 & 1st Lien Loan to B3 ---------------------------------------------------------------- Moody's Ratings upgraded ClubCorp Holdings, Inc.'s (dba Invited, Inc. "Invited") Corporate Family Rating to Caa1 from Caa2 and Probability of Default Rating to Caa1-PD from Caa2-PD. Concurrently, Moody's Ratings upgraded the rating for the company's first lien senior secured term loan due September 2026 to B3 from Caa1 and the rating for the existing senior unsecured notes due September 2025 (roughly $76 million remaining after the recent tender offer) to Caa3 from Ca. Additionally, Moody's Ratings assigned a B3 rating to the new $100 million senior secured first lien revolver due March 2026 and withdrew the Caa1 rating on the previous senior secured first lien revolving credit facility. The outlook is stable and was previously negative. On April 10, Invited completed $33.6 million of the previously announced tender offer of the 8.5% senior unsecured notes. After the closing of this transaction, the company's debt structure consists of an undrawn $100 million revolver expiring in March 2026, a first lien term loan ($1,070 million outstanding at December 31, 2023) due September 2026, an unrated $318 million second lien PIK term loan due September 2026, and roughly $76 million remaining of the 8.5% senior unsecured notes due September 2025. There is $45 million remaining in restricted cash that is solely reserved for paying down the senior unsecured notes. The upgrade of the CFR to Caa1 reflects Moody's Ratings view that Invited's continued revenue and earnings growth in the fourth quarter along with the incremental $118 million term loan received in December 2023 have improved liquidity and will provide the company sufficient leeway to address the remaining $76 million of senior unsecured notes due in September 2025. This will afford the company additional time to continue its growth strategies to reduce the high leverage and improve free cash flow. RATINGS RATIONALE Invited's Caa1 CFR reflects the company's very high financial leverage with Moody's Ratings lease adjusted debt-to-EBITDA in the mid 8x for the fiscal year ended December 2023, low free cash flow, and liquidity risk related to initiation deposit liabilities. Invited's exchange offers and incremental term loan only pushed out the maturity of the term loan by two years and the unsecured notes by a year, which means the company remains exposed to refinancing risk since the bulk of its debt matures by September 2026. Moody's Ratings expects debt-to-EBITDA leverage will decline to the low 7x range over the next year through earnings growth offset by increase in debt from the PIK accumulation on the second lien term loan. Moody's Ratings views the leverage as high for Invited's business profile in the current high interest rate environment. The company's core business as a golf and city club owner/operator is susceptible to discretionary consumer spending and factors such as varying regional weather conditions. High capital spending for ongoing reinvestment and maintenance of the clubs is necessary to retain a premium service offering. Following the refinancing transactions, the interest burden remains very high. Reported free cash flow was $36 million in fiscal 2023 with a benefit from working capital improvement and some drag from settlement payments related to initiation deposition litigation with various states. Moody's Ratings projects free cash flow will remain limited over the next 12 months even with the benefit of PIK interest on the second lien term loan. Moody's Ratings believes continued earnings growth is necessary to generate sustained free cash flow that is sufficient to fund the potential cash interest necessary to address the 2026 maturities. Invited also faces event and liquidity risk stemming from the potential for large outlays associated with refunds of initiation deposits, of which the current portion of the liability is approximately $296 million. The ratings are also constrained by the aggressive financial policy risk due to private equity ownership with a track record of debt financed acquisitions and exchange offers. However, the rating reflects Invited's leading position in the private club membership business and its solid recurring revenue base, which is underpinned by a dues-based business model and affluent clientele. Additionally, the credit profile benefits from significant real estate value for the 99 out of 139 golf and country clubs that the company owns as well as the meaningful overall asset value of the clubs. The asset base provides some ability to monetize clubs to help pay down debt and address maturities. The company's main business operating golf and country clubs (over 90% of revenue) helped mitigate the impact from the coronavirus pandemic as demand for outdoor sports such as golf remained strong during the pandemic. The level of golf activity continues to remain strong with good demand for golf memberships. Moody's Ratings expects liquidity will be adequate over the next year with approximately $60 million of cash currently (including the proceeds from the sale of its stadium club segment in early 2024), $45 million of remaining restricted cash, an undrawn $100 million revolver expiring in March 2026, and expectation of modestly positive free cash flow bolstered by not paying cash interest on the $318 million of second lien 8.5% PIK term loan. Revolver availability is limited to about $20 million after factoring in roughly $80 million of letters of credit. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's Ratings view that the company will grow revenue and earnings over the next 12 months but that free cash flow will remain limited. The stable outlook also reflects Moody's Ratings view that the company's recent exchange offers and term loan add on provide some time to execute its growth initiatives, but that good operating execution will be necessary to address the 2026 debt maturities. The ratings could be upgraded if revenue and earnings continue to grow, leverage is reduced meaningfully and the company is able to generate strong free cash flow. The company would also need to proactively address the 2026 debt maturities at a sustainable cash interest cost to be upgraded. The ratings could be downgraded if the company's operating performance weakens due to membership losses, pricing pressure or increased costs, free cash flow remains weak or negative, or liquidity deteriorates including if the company does not proactively address the 2026 maturities. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Dallas, Texas, Invited is one of the largest owner, operator and manager of private golf, country and city clubs in North America, and the largest owner of golf clubs in the US. The company has been owned by Apollo Global Management, LLC since 2017. Revenue for FY23 ended December 31, 2023 was about $1,472 million. COMPUTE NORTH: Bootstrap Loses Bid to Dismiss Stay Violation Claim ------------------------------------------------------------------ Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas denied Bootstrap Energy, LLC's motion to dismiss the stay violation claim filed against it by Tribolet Advisors LLC, in its capacity as Plan Administrator and Trustee for the Mining Project Wind Down Holdings Inc. (f/k/a Compute North Holdings, Inc.) Litigation Trust. The Court granted Bootstrap's motion to dismiss Tribolet's claim objection. Tribolet brought this adversary proceeding against Bootstrap and a separate entity. The Debtors own an interest in a bitcoin mining facility in Corpus Christi, Texas, known as the Bootstrap Facility. Separately, Compute North LLC, contracted with Bootstrap for the purchase of a transformer. All of the Debtors' rights for the issues in dispute in this adversary proceeding are now held by Tribolet, as plan administrator under the Debtors' confirmed plan. Tribolet alleges Bootstrap willfully violated the automatic stay arising under Sec. 362 of the Bankruptcy Code. Bootstrap allegedly attempted to exercise control over property of the Debtors' bankruptcy estates by "marketing the Bootstrap Facility in which the Debtors' estates had an interest." The alleged marketing was in a public advertisement on Bootstrap's LinkedIn page. Bootstrap moves to dismiss the stay violation claim for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6), as made applicable in adversary proceedings by Federal Rule of Bankruptcy Procedure 7012(b). Bootstrap argues "the only fact Plaintiff alleges in support of this claim is that 'Bootstrap posted a public advertisement' on its LinkedIn page inviting attendees at an upcoming industry event to ask about the Corpus Christi project." Bootstrap argues "[a] mere invitation to discuss an alleged estate asset does not violate the automatic stay." At the motion to dismiss hearing, the Court required the parties to jointly file the LinkedIn post at issue. The Court reviewed the LinkedIn post. Although Tribolet may find it difficult or impossible to meet its burden of proof, the Court cannot exclude the possibility that the LinkedIn post was a violation of the automatic stay. According to the Court, a reasonable inference of the text -- particularly "ask us about our" -- is that Bootstrap was informing the public that it owned the Bootstrap Facility. The Court concludes that it is a reasonable inference that Bootstrap's claim of ownership over the Debtors' property was an act to exercise control over property of the estate. The stay violation claim has facial plausibility (although not yet much meat or damages), the Court states. Tribolet objected to Bootstrap's proof of claim 10058. The claim comes from Compute North's contract with Bootstrap for the purchase of a transformer for $4,568,950.00, of which Compute North paid $454,250.00. Bootstrap filed its proof of claim for the unpaid $4,114,700.00. The Debtors filed what was styled as an "omnibus objection". The alleged omnibus objection was presumably an objection to "Satisfied Claims," but the only claim to which an objection was filed was Bootstrap's. An objection to a single claim is entirely appropriate, but it is not an omnibus objection, the Court notes. The objection was supported by the declaration of Ryan Mersch. The Court denied the Debtors' objection, finding: 1. The objection to Bootstrap's claim had no factual basis. The objection filed at ECF No. 815 was denied as to Bootstrap's claim 10058. 2. Mr. Mersch's declaration was made with a careless disregard for the truth. The declaration states that Mr. Mersch carefully and thoroughly reviewed the Debtors' books and records before making the declaration. 3. The Court required the filing of a statement as to how the Mersch declaration could have been filed after a careful and thorough review. The statement filed at demonstrates that Mr. Mersch did not carefully and thoroughly review the Debtors' books and records. Tribolet, the Debtors' successor, has again objected to Bootstrap's claim. Tribolet alleges that the Court's order denying the Debtors' omnibus objection was neither a claim allowance nor a final judgment. Tribolet argues the Debtors were "using an omnibus claims procedure, which allows piecemeal objection." The omnibus objection was filed with language reserving the Debtors' rights to object "on any ground whatsoever." The Debtors' reservation of rights statement may be interesting, but it was never approved by the Court. Bootstrap moves to dismiss the renewed objection as barred under the doctrine of res judicata. It argues that the Court's order was a final judgment that denied the Debtors' objection and found it had "no factual basis." At the motion to dismiss hearing, the Court found on the record that its order denying the omnibus objection was a final judgment. There are two issues to resolve the question of whether the final judgment binds the Debtors given the omnibus objection's reservation of rights when that objection was filed in bad faith. The first issue is whether the doctrine of res judicata applies. The Court finds that all four elements of res judicata are satisfied. The Court is unable to locate any case law (and Tribolet has cited none) that a party may unilaterally avoid the imposition of res judicata by stating that it reserves the right to not have res judicata apply. The second issue is whether the bad faith filing of the "omnibus objection" weighs against its reservation of rights. According to the Court, the "omnibus objection" was made without a factual basis and in bad faith. Notwithstanding its title, the objection was not an omnibus objection, the Court notes. The Court states that the movant cannot rely on the form of the title of the objection to belie its substance. These findings weigh against the reservation of rights language, the Court concludes. According to the Court, Tribolet is not permitted to raise an objection now that the Debtors could have previously raised. The final judgment is binding, the Court states. The objection to Bootstrap's claim is dismissed as res judicata, the Court holds. A copy of the Court's decision dated April 8, 2024, is available at https://tinyurl.com/bdcuhvtt About Compute North Holdings Computer North Holdings, Inc., now known as Mining Project Wind Down Holdings Inc. -- https://www.computenorth.com/ -- operated crypto mining data centers -- two in Texas and one in both South Dakota and Nebraska. Compute North Holdings and 18 affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90273) on Sept. 22, 2022. In the petitions signed by Harold Coulby, as authorized signatory, the Debtors reported between $100 million and $500 million in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Paul Hastings, LLP and Ferguson Braswell Fraser Kubasta, PC as bankruptcy counsels; Jefferies, LLC as investment banker; and Portage Point Partners as financial advisor. Epiq Corporate Restructuring, LLC is the claims, noticing and solicitation agent. On Oct. 6, 2022, the Office of the U.S. Trustee for Region 7 appointed an official committee of unsecured creditors. The committee tapped McDermott Will & Emery LLP as legal counsel; and Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., as investment banker. On Nov. 23, 2022, the Debtors filed their proposed joint Chapter 11 liquidating plan and disclosure statement. In February 2023, the Debtors secured Bankruptcy Court approval of its liquidation after selling off its assets. The Debtors, which entered bankruptcy with about $250 million in secured debt, sold off assets through 13 separate sales and reached key settlements with all of their largest creditors and constituents. DANA INC: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable ----------------------------------------------------------- Fitch Ratings has downgraded Dana Incorporated's (Dana) Long-Term Issuer Default Rating (IDR) to 'BB' from 'BB+'. Fitch has also downgraded the ratings of the senior unsecured notes issued by Dana and its Dana Financing Luxembourg S.a.r.l. (Dana Financing) subsidiary to 'BB'/'RR4' from 'BB+'/'RR4'. In addition, Fitch has affirmed Dana's secured revolver rating at 'BBB-'/'RR1'. Fitch's ratings apply to a $1.15 billion secured revolver and $2.6 billion of senior unsecured notes. The Rating Outlook is Stable. The downgrade of Dana's ratings follows operating challenges over the past several years. Many of the issues were largely outside the company's control, and have resulted in leverage and margins falling outside of Fitch's sensitivities for the previous rating. Although Fitch expects the company's performance to strengthen over the coming years on better operating conditions and restructuring benefits, Fitch does not expect the company to consistently produce margins and leverage in line with the previous ratings sensitivities for at least several years. KEY RATING DRIVERS Diversified Product Portfolio: The diversification of Dana's product portfolio across light, commercial and off-highway vehicles limits its exposure to any single end market, and sets it apart from Tier 1 auto suppliers that primarily focused on light vehicles. However, the company's light vehicle drive systems business, which contributed about 40% of the company's FY 2023 revenue and is the largest of its four segments, is heavily weighted toward several North American full-frame pickup and sport utility vehicle programs. These programs were disproportionately affected by the United Auto Workers' (UAW) strike at the Detroit Three manufacturers in 2023, as well as industry supply chain disruptions in 2021 and 2022, which pressured the company's margins and contributed to volatility in its FCF. Electrification Investments: Dana is one of the top producers of e-propulsion systems for commercial and off-highway vehicles, and the company continues to invest in developing these technologies. These investments are a credit positive, as they help to hedge against technological change that could lead to lower demand for Dana's traditional internal combustion-related products. However, the current market for electrified commercial and off-highway vehicles remains relatively small. Additionally, Dana's ongoing electrification investments will continue to weigh on profitability over the intermediate term. The company has noted that its electric-vehicle business will result in about 40 bps of adjusted EBITDA margin compression in 2024, largely due to ongoing investment spending. Continued Earnings Pressure: Highly volatile customer production schedules driven by the semiconductor shortage in 2021 and 2022, the UAW strike in 2023, non-commodity cost inflationary pressures, and electrification investments have pressured Dana's margins over the past several years. With some of these pressures abating and restructuring benefits taking hold, Fitch expects Dana's EBITDA margin, based on Fitch's methodology, to rise above 8.0% in 2024, above the 7.3% level seen in 2023. However, this is well below the low-teens levels achieved prior to 2020. Fitch expects Dana to produce higher margins over the longer term as it commercializes more of its electrification programs and other profit-improvement initiatives ramp up. However, it could be several years before the company's EBITDA margin rises back above 10%. Low FCF Margins: Fitch expects Dana to generate slightly negative post-dividend FCF in 2024, despite a more stable operating environment and a yoy decline in capex. Fitch expects FCF in 2024 to be weighed down by ongoing electrification development expenses and restructuring costs. Over the longer term, Fitch expects FCF to turn more consistently positive as cost savings from the profit improvement actions take hold and the company's electrification programs begin to contribute to higher margins. However, capex could remain elevated in the future to support new business wins, which could keep FCF margins from rising out of the low-single-digit range. Fitch expects capex as a percentage of revenues to generally run in the 4%-5% range over the next few years. Although Fitch expects FCF to be slightly negative in 2024, it is nonetheless likely to be improved compared with 2023, when a combination of high launch-related capex and the effects of the UAW strike weighed more heavily on the company's cash flows. Post-dividend FCF in 2023 (according to Fitch's methodology) was $(101) million and included relatively high capex of $501 million to support future programs, as well as an unusually high number of program launches. Elevated Leverage: Fitch expects Dana's gross EBITDA leverage (as calculated by Fitch) to decline some in 2024, but to remain high relative to the company's previous ratings sensitivities. Fitch expects EBITDA leverage to fall slightly below 3.0x by YE 2024, which would represent the first year since 2019 that leverage has declined below that level. Fitch expects lower leverage to be driven primarily by increased EBITDA. Beyond 2024, EBITDA leverage could decline toward the mid-2x range over the next few years, provided operating conditions remain stable and the company continues to execute on its cost savings initiatives. EBITDA leverage at YE 2023 was 3.4x, up from 3.3x at YE 2022, despite a $95 million yoy increase in Fitch-calculated EBITDA, as debt increased by $252 million during the year. Fitch expects debt to remain relatively stable at around $2.6 billion, although there could be opportunities to reduce debt over the next several years if the company produces sufficient FCF. In particular, the company has a $200 million note maturity in 2025 that could provide an opportunity for some debt reduction. Management has a long-term EBITDA net leverage target of 1.0x-1.5x, and Fitch expects Dana will prioritize leverage reduction over share repurchases while the company remains above its leverage target. DERIVATION SUMMARY Dana has a relatively strong competitive position focusing primarily on driveline systems for light, commercial and off-road vehicles. It also manufactures sealing and thermal products for vehicle powertrains and drivetrains. Dana's driveline business competes directly with the driveline businesses of American Axle & Manufacturing Holdings, Inc. and Cummins Inc.'s Meritor unit, although American Axle focuses on light vehicles, while Meritor focuses on commercial and off-road vehicles. From a revenue perspective, Dana is significantly larger than American Axle, although American Axle's driveline business is a little larger than Dana's light-vehicle drive systems business. Compared with Cummins, Dana generates about one-third the amount of annual revenue overall, and Cummins is significantly more diversified, with commercial vehicle driveline systems making up a relatively small portion of its business. Fitch views Dana's midcycle EBITDA leverage as roughly consistent with other auto and capital goods suppliers in the 'BB' range, such as Allison Transmission Holdings, Inc. (BB+/Stable) or The Goodyear Tire & Rubber Company (BB-/Stable). Prior to 2020, Dana's EBITDA margins were relatively high for the 'BB' rating category and in line with issuers in the low-'BBB' range. However, since 2020, the company's margins have declined and have been running more in line with issuers in the mid-'BB' category. KEY ASSUMPTIONS - Global light vehicle production rises about 1% in 2024, including a 3% increase in North America, with further growth seen in subsequent years; - Global commercial vehicle production declines in 2024, particularly in the North American Class 8 truck market. Off-highway vehicle production is mixed, with flat production of construction and mining equipment and lower production of agricultural equipment; - Capex runs at about 4%-5% of revenue over the next several years, which is relatively consistent with long-term historical levels; - Post-dividend FCF margins generally run near 1.5% over the forecast horizon; - Debt maturities over the next few years are assumed to be refinanced at rates based on current forward curves for 'BB'-rated debt, resulting in about 50 bps higher interest cost on the refinanced debt; - The company maintains a solid liquidity position, including cash and credit facility availability; - Any excess cash is held on the balance sheet or used for small acquisitions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Sustained EBITDA margin above 9.0%; - Sustained gross EBITDA leverage below 2.5x; - Sustained post-dividend FCF margin above 1.5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A shift in industry dynamics that leads to a meaningful loss of share for Dana's products; - Sustained gross EBITDA leverage above 3.0x; - Sustained FCF margin below 1.0%; - Sustained EBITDA margin below 7.0%. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: As of Dec. 31, 2023, Dana had $529 million of cash, cash equivalents and marketable securities (excluding Fitch's adjustments for not readily available cash). In addition to its cash on hand, Dana maintains additional liquidity through a $1.15 billion secured revolver that is guaranteed by the company's wholly owned U.S. subsidiaries. The revolver is secured by substantially all of the assets of Dana and its guarantor subsidiaries and expires in 2028. As of Dec. 31, 2023, there were no borrowings outstanding on the revolver, but $9 million of the available capacity was used to back LOCs, leaving $1.14 billion of available capacity. Based on the seasonality of Dana's business, as of Dec. 31, 2023, Fitch has treated $100 million of Dana's cash and cash equivalents as not readily available for the purpose of calculating net metrics. This is an amount that Fitch estimates Dana would need to hold to cover seasonal changes in operating cash flow, maintenance capex and common dividends without resorting to temporary borrowing. Debt Structure: As of Dec. 31, 2023, Dana's debt structure primarily consisted of $2.6 billion of senior unsecured notes issued by both Dana and its Dana Financing subsidiary, as well as $22 million of short-term borrowings and $30 million of other debt (excluding finance leases). ISSUER PROFILE Dana is a Tier 1 automotive and capital goods supplier focused on the full-frame light truck, off-highway and commercial truck end-markets. The company is headquartered in the U.S., and has operations in North America, Europe, South America and the Asia Pacific region. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Dana Incorporated LT IDR BB Downgrade BB+ senior unsecured LT BB Downgrade RR4 BB+ senior secured LT BBB- Affirmed RR1 BBB- Dana Financing Luxembourg S.a r.l. senior unsecured LT BB Downgrade RR4 BB+ DELL INC: Egan-Jones Retains BB- Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on April 3, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Dell Inc. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Round Rock, Texas, Dell Inc. provides computer products. DESERT VALLEY: Hires Burch & Cracchiolo as Bankruptcy Counsel ------------------------------------------------------------- Desert Valley Steam Carpet Cleaning, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Burch & Cracchiolo, P.A. to handle its Chapter 11 proceedings. Burch & Cracchiolo will provide legal services to Debtor at an hourly rate of between $175 per hour to $600 per hour plus reimbursement of actual, necessary expenses and other charges incurred. The firm was paid a retainer in the amount of $30,000. Alan Meda, Esq., a partner at Burch & Cracchiolo, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alan A. Meda, Esq. Burch & Cracchiolo, P.A. 1850 N. Central Ave., Suite 1700 Phoenix, AZ 85004 Tel: (602) 274-7611 Email: ameda@bcattorneys.com About Desert Valley Steam Carpet Cleaning Desert Valley Steam Carpet Cleaning, LLC was formed on Aug. 12, 2005, for the purpose of owning and operating a multi-family housing property located at 603 and 607 North D. St., Eloy, Ariz. Desert Valley Steam Carpet Cleaning sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00570) on Jan. 16, 2020. Judge Brenda K. Martin oversees the case. Christopher J. Dutkiewicz, Esq., at DM Bankruptcy Law Group, LLC serves as the Debtor's bankruptcy counsel. DIGITAL DISPLAY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Digital Display Solutions, Inc. 12223 San Pedro Avenue San Antonio TX 78216 Chapter 11 Petition Date: April 17, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-50663 Judge: Hon. Craig A. Gargotta Debtor's Counsel: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC. 745 E Mulberry Ave Suite 700 San Antonio TX 78212 Tel: (210) 736-6600 Fax: (210) 735-6889 E-mail: wrdavis@langleybanack.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Lisa Harbert as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7X4BRKA/Digital_Display_Solutions_Inc__txwbke-24-50663__0001.0.pdf?mcid=tGE4TAMA DIOCESE OF ROCHESTER: Boylan Code Files Rule 2019 Statement ----------------------------------------------------------- The law firm Boylan Code, LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of the Diocese of Rochester, the firm represents Claimants. Boylan Code has been retained by: (a) Camp Stella Maris of Livonia, N.Y., 4395 East Lake Road, Livonia, New York 14487 and (b) Catholic Charities of the Diocese of Rochester, 1150 Buffalo Road, Rochester, New York 14624 ("Catholic Charities") (collectively, the "Claimants") to represent the, among other things, as bankruptcy counsel in connection with their unliquidated claims for: (a) contribution and indemnification against Debtor to the extent that claims have been, or will in the future be, asserted against the Claimants for damages related to sexual abuse, including but not limited to claims based on New York's Child Victims Act, (b) insurance coverage or other benefits, and (c) funds Debtor may hold in trust for Claimant. Claimant's claims set forth in claim numbers 44-47 filed on August 12, 2020. Claim number 44 relating to Catholic Youth Organization was filed in an abundance of caution and only to the extent that it was program for which Catholic Charities had certain administrative responsibilities at the time of alleged acts underlying claims against Catholic Youth Organization. Claim number 46 relating to St. Joseph's Villa was similarly filed in an abundance of caution and only to the extent that it was an organization of, or that was part of, Catholic Charities at the time of alleged acts underlying claims against St. Joseph's Villa. Counsel for the Catholic Charities and Camp Stella: Christopher K. Werner, Esq. 145 Culver Road, Suite 100 Rochester, New York 1420 Telephone: 585.232.5300 Facsimile: 585.238.9012 About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP, and Berkeley Research Group, LLC, serve as the committee's legal counsel and financial advisor, respectively. DIOCESE OF SACRAMENTO: Seeks to Hire B. Riley as Financial Advisor ------------------------------------------------------------------ The Roman Catholic Bishop of Sacramento seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire GlassRatner Advisory & Capital Group LLC d/b/a B. Riley Advisory Services as its financial advisor. The firm will render these services: (a) assist the Debtor in the review of its strategic options; (b) assist the Debtor in developing financial projections and liquidity projections; (c) assist the Debtor with negotiations with various stakeholders; (d) assist the Debtor in implementing potential operational and/or strategic enhancements; (e) assist the Debtor in preparation of the statutory reporting requirements during the Chapter 11 proceedings; (f) assist with the preparation of reports for, and communications with, the Bankruptcy Court, creditors, and any other constituents; (g) review, evaluate, and analyze the financial ramifications of proposed transactions for which the Debtor may seek Bankruptcy Court approval; (h) provide appraisal and valuation services; (i) provide financial advice and assistance to the Debtor in connection with asset sale transactions; (j) assist the Debtor in developing and supporting a proposed Plan of Reorganization; (k) render Bankruptcy Court testimony in connection with the foregoing, as required, on behalf of the Debtor; and (l) provide any other duty or task which falls within the normal responsibilities of a financial advisor at the direction of management or board. The hourly rates of the firm's professionals are as follows: Sr. Managing Directors $495 - $895 Directors, Managing Directors $325 - $595 Associates, Other Professionals $200 - $425 In addition, the firm will seek reimbursement for expenses incurred. Prior to the filing date, B. Riley received payments and advances in the aggregate amount of $156,501.63. As of the petition date, B. Riley continues to hold $43,888.10 of the retainer. Wayne Weitz, a senior managing director at B. Riley, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Wayne P. Weitz B. Riley Advisory Services 19800 MacArthur Boulevard, Suite 820 Irvine, CA 92612 Telephone: (415) 229-4860 About Diocese of Sacramento The Diocese of Sacramento is a Latin Church ecclesiastical territory or diocese of the Catholic Church in the northern California region of the United States. Facing hundreds of lawsuits after California paused for three years its statute of limitation on claims for child sexual abuse, the Roman Catholic Bishop of Sacramento filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 24-bk-21326) on April 1, 2024. In its petition, the Diocese listing estimated liabilities between $100 million and $500 million in its petition. It listed assets also between $100 million and $500 million. The Honorable Christopher M Klein is the case judge. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP and Sheppard, Mullin, Richter & Hampton LLP are the Debtor's attorneys. The Debtor tapped Weinstein & Numbers, LLP, as special insurance counsel; B. Riley as financial advisor; and Greene & Roberts, LLP, as special litigation counsel and general corporate counsel. DIOCESE OF SACRAMENTO: Taps Donlin Recano as Administrative Advisor ------------------------------------------------------------------- The Roman Catholic Bishop of Sacramento seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Donlin, Recano & Company, Inc. as its administrative advisor. The firm's services include: (a) assisting with, among other things, solicitation, balloting, tabulation and calculation of votes, as well as preparing any appropriate reports required in furtherance of confirmation of any Chapter 11 plan; (b) generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results for any chapter 11 plan(s) in the Chapter 11 Case; (c) assisting with claims objections, exhibits, claims reconciliation and related matters; and (d) providing such other claims processing, noticing, solicitation, balloting and administrative services, but not included in the Section 156(c) Application, as may be requested by the Debtor in Possession from time to time. The firm will be paid at these rates: Senior Bankruptcy Consultant $185 to $225 per hour Case Manager $170 to $185 per hour Consultant/Analyst $140 to $165 per hour Technology/Programming Consultant $95 to $135 per hour Clerical $40 to $50 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received a retainer in the amount of $20,000. As disclosed in the court filing, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lisa C. Terry Donlin, Recano & Company, Inc. 48 Wall Street New York, NY 10016 Telephone: (619) 346-1628 About Diocese of Sacramento The Diocese of Sacramento is a Latin Church ecclesiastical territory or diocese of the Catholic Church in the northern California region of the United States. Facing hundreds of lawsuits after California paused for three years its statute of limitation on claims for child sexual abuse, the Roman Catholic Bishop of Sacramento filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 24-bk-21326) on April 1, 2024. In its petition, the Diocese listing estimated liabilities between $100 million and $500 million in its petition. It listed assets also between $100 million and $500 million. The Honorable Christopher M Klein is the case judge. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP and Sheppard, Mullin, Richter & Hampton LLP are the Debtor's attorneys. The Debtor tapped Weinstein & Numbers, LLP, as special insurance counsel; B. Riley as financial advisor; and Greene & Roberts, LLP, as special litigation counsel and general corporate counsel. DIOCESE OF SACRAMENTO: Taps Felderstein Fitzgerald as Counsel ------------------------------------------------------------- The Roman Catholic Bishop of Sacramento seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP as its general bankruptcy counsel. The firm will render these services: a. prepare on behalf of the Debtor in Possession all necessary motions, applications, answers, orders, reports and other pleadings and documents in connection with the administration of the Bankruptcy Case; b. advise and represent the Debtor in Possession with respect to all matters and proceedings in this Bankruptcy Case; c. assist the Debtor in Possession in all bankruptcy issues which may arise in the operation of its business, including negotiations with creditors, interest groups and any Official Committee of Unsecured Creditors; d. take necessary legal action to protect and preserve the Debtor in Possession's estate; e. take necessary legal action in connection with any chapter 11 plan and related disclosure statement and all related documents; and f. perform all other necessary legal services. Felderstein will be paid at these rates: Paul J. Pascuzzi, Managing Partner $550 Thomas A. Willoughby, Partner $550 Jason E. Rios, Partner $475 Thomas R. Phinney, Of Counsel $425 Mikayla Kutsuris, Associate $325 Of Counsel/Associates $350 to $425 Legal Assistants $100 to $150 The firm also will bill the estate for work-related expenses incurred. Paul Pascuzzi, Esq., managing partner at Felderstein, declared that the firm neither holds nor represents any interest materially adverse to the interests of the Debtor's bankruptcy estate, creditors and equity security holders. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Felderstein disclosed that: a. Neither Felderstein nor any attorneys at Felderstein have altered their standard billing rates for this engagement, or made any adjustments based upon the geographic location of the Bankruptcy Case. b. Felderstein representation of the RCBS prior to the Petition Date was on the same terms and rates as set forth in this application. c. Any increase in applicable rates that may occur during the pendency of the Bankruptcy Case will be disclosed in accordance with the UST Large Case Fee Guidelines. The firm can be reached through: Paul J. Pascuzzi, Esq. JASON E. RIOS, Esq. THOMAS R. PHINNEY, Esq. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP 500 Capitol Mall, Suite 2250 Sacramento, CA 95814 Telephone: (916) 329-7400 Facsimile: (916) 329-7435 Email: ppascuzzi@ffwplaw.com jrios@ffwplaw.com tphinney@ffwplaw.com About Diocese of Sacramento The Diocese of Sacramento is a Latin Church ecclesiastical territory or diocese of the Catholic Church in the northern California region of the United States. Facing hundreds of lawsuits after California paused for three years its statute of limitation on claims for child sexual abuse, the Roman Catholic Bishop of Sacramento filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 24-bk-21326) on April 1, 2024. In its petition, the Diocese listing estimated liabilities between $100 million and $500 million in its petition. It listed assets also between $100 million and $500 million. The Honorable Christopher M Klein is the case judge. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP and Sheppard, Mullin, Richter & Hampton LLP are the Debtor's attorneys. The Debtor tapped Weinstein & Numbers, LLP, as special insurance counsel; B. Riley as financial advisor; and Greene & Roberts, LLP, as special litigation counsel and general corporate counsel. DIOCESE OF SACRAMENTO: Taps Greene & Roberts as Corporate Counsel ----------------------------------------------------------------- The Roman Catholic Bishop of Sacramento seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Greene & Roberts, LLP as its special corporate and litigation counsel. The firm will render these services: a. assist the Debtor in Possession and its primary bankruptcy counsel in the course of the debtor in possession’s reorganization on matters falling within Greene & Roberts’ expertise or special knowledge; b. assist the Debtor in Possession with its corporate, business, transactional, and non-abuse litigation work in the ordinary course of its business; c. continue to assist the Debtor in Possession in the sexual abuse litigation matters; and d. assist the Debtor in Possession, its insurance counsel and primary bankruptcy counsel in evaluating and handling the abuse claims. The firm will be paid at these hourly rates: Stephen J. Greene, Jr., Partner $250 to 295 Laura Borden Riddell, Associate $250 to 295 Maria Ayala, Paralegal $125 As of the Petition Date, Greene & Roberts holds a retainer in the amount of $84,989.50. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Greene & Roberts that: a. Neither Greene & Roberts nor any attorneys at Greene & Roberts have increased their standard billing rates for this engagement, or made any upward adjustments based upon the geographic location of the case. In fact, Greene & Roberts has agreed to lower rates than its standard rates for these matters. b. Greene & Roberts representation of the the Debtor prior to the Petition Date was on the same terms and rates as set forth in this application. c. Any increase in applicable rates that may occur during the pendency of the case will be disclosed in accordance with the UST Large Case Fee Guidelines. Greene & Roberts does not represent or hold any interest adverse to the Debtor in Possession or the estate with respect to the matters on which it is to be employed, according to court filings. The firm can be reached through: Stephen J. Greene, Jr., Esq. Greene & Roberts LLP 402 West Broadway, Suite 1025 San Diego, CA 92101 Telephone: (619) 398-3400 Facsimile: (619) 330-4907 About Diocese of Sacramento The Diocese of Sacramento is a Latin Church ecclesiastical territory or diocese of the Catholic Church in the northern California region of the United States. Facing hundreds of lawsuits after California paused for three years its statute of limitation on claims for child sexual abuse, the Roman Catholic Bishop of Sacramento filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 24-bk-21326) on April 1, 2024. In its petition, the Diocese listing estimated liabilities between $100 million and $500 million in its petition. It listed assets also between $100 million and $500 million. The Honorable Christopher M Klein is the case judge. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP and Sheppard, Mullin, Richter & Hampton LLP are the Debtor's attorneys. The Debtor tapped Weinstein & Numbers, LLP, as special insurance counsel; B. Riley as financial advisor; and Greene & Roberts, LLP, as special litigation counsel and general corporate counsel. DIOCESE OF SACRAMENTO: Taps Thomas A. Johnson as Special Counsel ---------------------------------------------------------------- The Roman Catholic Bishop of Sacramento seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire the Law Office of Thomas A. Johnson as its special litigation counsel. The firm will render these services: a. assist the Debtor in Possession and its primary bankruptcy counsel in the course of the Debtor in Possession's reorganization on matters falling within my expertise or special knowledge; b. assist the Debtor in Possession with its business, transactions and nonabuse litigation work by providing legal advice as needed in the ordinary course of its business; c. assist the Debtor in Possession in the childhood sexual abuse litigation matters; and d. assist the Debtor in Possession, its insurance counsel and primary bankruptcy counsel in evaluating and handling childhood sexual abuse claims; e. assist in the assessment and evaluation of sex abuse claims; and f. serve as corporate counsel on matters related to the Debtor's response to new allegations of sexual misconduct by Church workers, criminal background check clearances, and other matters that potentially have connections to law enforcement or criminal law considerations. The firm will charge $295 per hour for its services. The firm holds a retainer with a balance of $13,380.45. Thomas A. Johnson, Esq., owner of the Law Office of Thomas A. Johnson, assured the court that his firm does not represent or hold any interest adverse to the Debtor in Possession or the estate with respect to the matters on which the it is to be employed. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Thomas A. Johnson disclosed that: a. Neither the firm nor any attorneys at the firm have increased their standard billing rates for this engagement, or made any upward adjustments based upon the geographic location of the case. In fact, the firm has agreed to lower rates than its standard rates for these matters. b. The firm's representation of the Debtor prior to the Petition Date was on the same terms and rates as set forth in this application. c. Any increase in applicable rates that may occur during the pendency of the case will be disclosed in accordance with the UST Large Case Fee Guidelines. The firm can be reached through: Thomas A. Johnson, Esq. Law Office of Thomas A. Johnson 400 Capitol Mall #2560 Sacramento, CA 95814 Phone: (916) 248-8598 About Diocese of Sacramento The Diocese of Sacramento is a Latin Church ecclesiastical territory or diocese of the Catholic Church in the northern California region of the United States. Facing hundreds of lawsuits after California paused for three years its statute of limitation on claims for child sexual abuse, the Roman Catholic Bishop of Sacramento filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 24-bk-21326) on April 1, 2024. In its petition, the Diocese listing estimated liabilities between $100 million and $500 million in its petition. It listed assets also between $100 million and $500 million. The Honorable Christopher M Klein is the case judge. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP and Sheppard, Mullin, Richter & Hampton LLP are the Debtor's attorneys. The Debtor tapped Weinstein & Numbers, LLP, as special insurance counsel; B. Riley as financial advisor; and Greene & Roberts, LLP, as special litigation counsel and general corporate counsel. DIOCESE OF SACRAMENTO: Taps Weinstein & Numbers as Counsel ---------------------------------------------------------- The Roman Catholic Bishop of Sacramento seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Weinstein & Numbers, LLP as its insurance counsel. The firm will render these services: a. analyze the liability insurance coverage which may be available to the Debtor for claims pending against it, including review of policies and facts of each claim, and research regarding policy provisions; b. negotiate with the carriers to obtain appropriate defense and indemnity contributions for those claims; and c. assist the Debtor in Possession, its primary bankruptcy counsel, and its litigation counsel in the course of the Bankruptcy Case on matters falling within Weinstein & Numbers's expertise or special knowledge. The firm will be paid at these hourly rates: Barron L. Weinstein, Managing Partner $675 Kevin L. Cifarelli, Associate $450 Adison Marshall, Associate $350 Robert Patterson, Paralegal $340 Brian Carolus, Paralegal $340 Charles D. Yeo, Legal Assistant $225 The firm holds a retainer in the amount of $97,232.50. a. Neither Weinstein & Numbers nor any attorneys at Weinstein & Numbers have altered their standard billing rates for this engagement, or made any adjustments based upon the geographic location of the case. b. Weinstein & Numbers representation of the RCBS prior to the Petition Date was on the same terms as set forth in this application, except that the firm's rates were increased in 2024 from prior rates which were: Barron L. Weinstein, Managing Partner $625 Kevin L. Cifarelli, Associate $425 Adison Marshall, Associate $350 Robert Patterson, Paralegal $315 Brian Carolus, Paralegal $200 Charles D. Yeo, Legal Assistant $200 c. Any increase in applicable rates that may occur during the pendency of the case will be disclosed in accordance with the UST Large Case Fee Guidelines. Weinstein & Numbers does not represent or hold any interest adverse to the debtor or the estate with respect to the matters on which Weinstein & Numbers is to be employed, according to court filings. The firm can be reached through: Barry L. Weinstein, Esq. WEINSTEIN & NUMBERS, LLP 115 Ward St Larkspur, CA 94939 Phone: (415) 927-6920 About Diocese of Sacramento The Diocese of Sacramento is a Latin Church ecclesiastical territory or diocese of the Catholic Church in the northern California region of the United States. Facing hundreds of lawsuits after California paused for three years its statute of limitation on claims for child sexual abuse, the Roman Catholic Bishop of Sacramento filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 24-bk-21326) on April 1, 2024. In its petition, the Diocese listing estimated liabilities between $100 million and $500 million in its petition. It listed assets also between $100 million and $500 million. The Honorable Christopher M Klein is the case judge. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP and Sheppard, Mullin, Richter & Hampton LLP are the Debtor's attorneys. The Debtor tapped Weinstein & Numbers, LLP, as special insurance counsel; B. Riley as financial advisor; and Greene & Roberts, LLP, as special litigation counsel and general corporate counsel. DISH NETWORK: Gets $1-Bil. Funding Offers From PE Firms ------------------------------------------------------- Gillian Tan and Reshmi Basu of Bloomberg News report that Dish Network Corp., the satellite-TV provider saddled with more than $20 billion in debt and losing customers, has received financing offers from private credit firms, according to people with knowledge of the matter. Dish has fielded at least one proposal of more than $1 billion for financing that would be linked to a so-called unrestricted subsidiary, or a unit that's free to incur debt, said the people, who requested anonymity to discuss confidential talks. About DISH Network Corporation DISH Network Corporation is a holding company that operate two primary business segments namely Pay-TV and wireless the latter of which consists of retail wireless and 5G network deployment. DUNKMAN PAINT: Case Summary & 13 Unsecured Creditors ---------------------------------------------------- Debtor: Dunkman Paint & Wallcovering, LLC 1370 PIne Way, Suite A Sanford, FL 32773 Business Description: The Debtor offers paint & protective coatings application services. Chapter 11 Petition Date: April 17, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01879 Judge: Hon. Lori V. Vaughan Debtor's Counsel: Frank M. Wolff, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Ste. 300 Orlando, FL 32801 Tel: 407-966-2680 Total Assets: $3,564,291 Total Liabilities: $2,337,670 The petition was signed by Paula Dunkman as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3KPENCI/Dunkman_Paint__Wallcovering_LLC__flmbke-24-01879__0001.0.pdf?mcid=tGE4TAMA EMPIRE COMMUNITIES: S&P Rates New $475MM Sr. Unsecured Notes 'B' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '4' recovery rating to Vaughan, Ont.-based Empire Communities Corp.'s proposed $475 million senior unsecured notes due 2029. The '4' recovery rating indicates its expectation for meaningful (30%-50%; rounded estimate: 35%) recovery in the event of a default. S&P said, "We expect the company will use the net proceeds from these notes to redeem its outstanding $475 million 7.00% senior unsecured notes due 2025. Our 'B' issuer credit rating and stable outlook on Empire Communities are unchanged because we view the refinancing as credit neutral." ENLINK MIDSTREAM: Moody's Affirms Ba1 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings affirmed EnLink Midstream, LLC's (ENLC) ratings, including its Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and Ba1 backed senior unsecured notes rating, and maintained the stable outlook. ENLC's SGL-2 Speculative Grade Liquidity (SGL) rating remains unchanged. Moody's Ratings also affirmed ENLC's subsidiary, EnLink Midstream Partners, LP's (ENLK, and collectively with ENLC, EnLink) ratings, including its Ba1 senior unsecured notes rating and Ba3 series C preferred stock rating, and maintained the stable outlook. Concurrently, Moody's Ratings upgraded GIP III Stetson I, L.P.'s (GIP III Stetson I) Corporate Family Rating (CFR) to B1 from B2, Probability of Default Rating (PDR) to B1-PD from B2-PD and the backed senior secured term loan rating to B1 from B2, and maintained the stable outlook. The term loan borrowers are GIP III Stetson I and GIP III Stetson II, L.P. (GIP III Stetson II, and collectively with GIP III Stetson I, GIP III Stetson). The borrowers are jointly and severally liable with respect to the term loan. Moody's Ratings has also corrected the display on its websites to describe an instrument, CUSIP 29336UAH0, issued by EnLink Midstream Partners, LP, as Pref. Stock Cumulative. Due to an internal administrative error, this instrument had been erroneously described as Pref. Stock Non-cumulative. "EnLink's credit profile reflects its track record of robust operating cash flow and improving business profile," said Amol Joshi, Moody's Ratings Vice President and Senior Credit Officer. "The upgrade of GIP III Stetson I, which owns controlling interests in EnLink, reflects the entity benefitting from improved cash flow and debt reduction, even though its stand-alone leverage remains high." RATINGS RATIONALE ENLC's Ba1 CFR reflects its high proportion of fee-based revenue with cash flow visibility, but subject to meaningful volume risk. While ENLC has increased its equity distributions, those are still significantly below pre-pandemic levels resulting in solid distribution coverage. Good distribution coverage implies that EnLink retains a higher proportion of cash flow, alleviating the pressure of seeking third party debt and dilutive equity to finance capital spending. EnLink also has a diversified gathering & processing (G&P) asset base, and the company self-funds its capital spending. The company has a large exposure to the STACK, where it faces volume risk but mitigated by gradually recovering drilling activity. EnLink also has significant exposure to the mature Barnett Shale, where volume risk will exacerbate if natural gas prices remain low. EnLink offsets such volume risk through capital intensive growth in other regions such as the Permian, leading to improved business profile and credit metrics. The majority of EnLink's 2024 capital spending will be focused in the Permian Basin and Louisiana, followed by spending to support its carbon solutions business and to enhance its other assets. EnLink should benefit from its focus on the Permian Basin and Louisiana, and its efforts to build a carbon capture, transportation and sequestration business around its Louisiana midstream assets. EnLink has a sizeable amount of preferred stock outstanding with meaningful distribution requirements and the company has executed modest repurchases and redemptions of these securities. Moody's Ratings expects that any such activities will not materially hurt EnLink's credit metrics. ENLC's unsecured revolver and unsecured notes benefit from an upstream guarantee from ENLK. However, ENLK's unsecured notes do not benefit from downstream guarantees from ENLC or upstream guarantees from operating subsidiaries. EnLink has all its assets at ENLK, and no assets are expected to be held at ENLC, allowing pari passu consideration for obligations at ENLC and ENLK. Furthermore, the obligations of ENLK's subsidiaries are not material in size relative to the unsecured notes to warrant notching below the CFR. The unsecured notes are therefore rated in-line with the Ba1 CFR. ENLK's series C preferred stock is rated Ba3, two notches below ENLC's Ba1 CFR. ENLC's SGL-2 rating reflects good liquidity. The company is expected to self-fund its capital expenditures, and has reduced its reliance on the capital markets due to good distribution coverage. ENLC has a $1.4 billion revolving credit facility (unrated), which is guaranteed by ENLK and matures in June 2027. At December 31, the company had no outstanding revolver borrowings and $26.7 million in outstanding letters of credit. The revolver has covenants including a maximum consolidated leverage ratio of 5x (relaxed to 5.5x for the quarter of an acquisition and the following three quarters). An indirect subsidiary of ENLC also has an accounts receivable securitization facility (AR Facility) with a termination date of August 2025 and $300 million outstanding at December 31. The AR Facility's covenants include a consolidated leverage ratio covenant identical to the revolver. EnLink's nearest notes maturity is its approximately $422 million unsecured notes maturing in June 2025. Moody's Ratings expects the company to remain in covenant compliance through 2025. GIP III Stetson I's upgrade reflects its meaningful debt reduction and improved cash flow resulting in significantly reduced standalone leverage and improved interest coverage. GIP III Stetson I's B1 CFR reflects its structural subordination to the debt and preferred equity at EnLink, the company's standing as a pure-play entity without any hard assets, and its high stand-alone financial leverage. GIP III Stetson owns 100% interest in EnLink Midstream Manager (EMM, unrated) and roughly 40% equity interest in ENLC pro forma for ENLK's Series B preferred dilution. GIP III Stetson's ability to service its debt is solely reliant on distributions from EnLink, a distribution stream which is junior to EnLink's substantial financing and operating requirements. GIP III Stetson's leverage on a stand-alone basis is high primarily due to its reduced cash flow due to EnLink's past distribution cut. The B1 rating on the senior secured term loan is in line with GIP III Stetson I's CFR, reflecting the term loan's first priority claim on the ownership interests in EMM and ENLC and it being the only debt outstanding at the company. GIP III Stetson should have adequate liquidity, and GIP III Stetson's cash flows have improved after EnLink's modest distribution increases in 2022-23. With limited administrative overhead, GIP III Stetson does not have significant liquidity needs and it should receive adequate distributions from EnLink to cover interest expense and mandatory debt amortization. The financial maintenance covenant is a minimum debt service coverage ratio of 1.1x. There is a 1% mandatory amortization of the term loan per annum, which can be satisfied by the excess cash flow sweep, and 75% excess cash flow recapture when stand-alone leverage is above 5x, but stepping down to 50% when standalone leverage is equal to or less than 5x and 0% when standalone leverage is equal to or less than 2.5x. The alternate sources of liquidity are limited given that its ENLC ownership interests secure the term loan. GIP III Stetson could sell ENLC units but will be required to use part of the disposition proceeds to prepay a portion of the term loan. ENLC's and ENLK's outlooks are stable reflecting good liquidity and distribution coverage. GIP III Stetson I's rating outlook is stable, reflecting adequate coverage of interest expense and mandatory debt amortization. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS EnLink's ratings could be upgraded if its earnings continue to grow and business profile continues to improve, debt/EBITDA approaches 3.5x, consolidated leverage (inclusive of GIP III Stetson debt) is sustained below 4x, distribution coverage remains robust and its capital structure continues to be simplified. When calculating credit metrics for purposes of assessing the potential of a ratings upgrade, a portion of EnLink's preferred equity will be included in Moody's Ratings adjusted debt. EnLink's rating could be downgraded if the company's debt/EBITDA exceeds 4.5x, consolidated leverage (inclusive of GIP III Stetson debt) exceeds 5x or distribution coverage significantly deteriorates. Weakness in GIP III Stetson's credit profile would also pressure EnLink's rating. GIP III Stetson I's rating could be upgraded if EnLink is upgraded and stand-alone GIP III Stetson debt to EBITDA falls below 5x. GIP III Stetson I's rating could be downgraded if EnLink's rating is downgraded or stand-alone GIP III Stetson interest coverage is considerably below 2x. The principal methodology used in these ratings was Midstream Energy published in February 2022. EnLink Midstream, LLC is a publicly traded company engaged in midstream energy services through its subsidiary EnLink Midstream Partners, LP, including the gathering, processing, fractionation, transportation and marketing of natural gas, natural gas liquids and crude oil in several US regions, including in the STACK, Cana and Arkoma Woodford Shales, Barnett Shale, Permian Basin and Louisiana. GIP III Stetson owns controlling interests in the EnLink companies. ENPRO INC: Egan-Jones Retains BB+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on April 1, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by EnPro Inc. Headquartered in Illinois, EnPro Inc designs, develops, manufactures, and markets proprietary engineered industrial products. ENTXAR ELLOPROP: Hires Kenneth E. Grubbs as Litigation Counsel -------------------------------------------------------------- Entxar Elloprop LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Office of Kenneth E. Grubbs as its litigation counsel. The firm will represent the bankruptcy estate in its claims and causes of action against Defendants MidFirst Bank, William Earl Dees and Aleasha L. Dees. The Law Office of Kenneth E. Grubbs is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Kenneth E Grubbs, Esq. Law Office of Kenneth E. Grubbs 8000 I-10 Ste. 740 San Antonio, TX 78230 Telephone: (210) 490-1292 About Entxar Elloprop LLC Entxar Elloprop LLC filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51806) on Dec. 29, 2023, listing $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. David T. Cain, Esq. at the the Law Office of David T. Cain represents the Debtor as counsel. ETTA SCOTTSDALE: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------------ Etta Scottsdale, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ professionals utilized in the ordinary course of business. The Debtor needs ordinary course professionals to perform services for matters unrelated to this Chapter 11 case. The Debtor seeks to pay OCPs 100 percent of the fees and expenses incurred. The Debtor does not believe that any of the ordinary course professionals have an interest materially adverse to it, its estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. About Etta Scottsdale Etta Scottsdale, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10063) on January 18, 2024, with $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Karen B. Owens oversees the case. Maria Aprile Sawczuk, Esq., at Goldstein & Mcclintock, LLLP represents the Debtor as legal counsel. FAITH ASSEMBLY: Case Summary & Two Unsecured Creditors ------------------------------------------------------ Debtor: Faith Assembly of Christ, Inc-DC 4821 Georgia Avenue, NW Washington, DC 20011 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns the real property located at 4821 Georgia Avenue, NW, Washington, DC having a current value of $2.5 million. Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court District of Columbia Case No.: 24-00113 Judge: Hon. Elizabeth L. Gunn Debtor's Counsel: William C. Johnson, Jr., Esq. THE JOHNSON LAW GROUP, LLC 6305 Ivy Lane Suite 630 Greenbelt, MD 20770 Tel: (301) 477-3450 Fax: (301) 477-4813 E-mail: William@JohnsonLG.Law Total Assets: $2,507,000 Total Liabilities: $1,000,000 The petition was signed by Alfonso Way as pastor. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Z6KZCNI/Faith_Assembly_of_Christ_Inc-DC__dcbke-24-00113__0001.0.pdf?mcid=tGE4TAMA FAITH USA: Seeks to Hire Baker & Associates as Bankruptcy Counsel ----------------------------------------------------------------- Faith USA, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Baker & Associates as its attorney. The firm's services include: a. analyzing the financial situation, and rendering advice and assistance to the Debtor; b. advising the Debtor with respect to its duties as debtor; c. preparing and filing of all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers; d. representing the Debtor at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; e. representing the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected, including all adversary proceedings in which the Debtor is a plaintiff, defendant or otherwise a party or party in interest; f. preparing and filing of a Disclosure Statement (if required) and Chapter 11 Plan of Reorganization; and g. assisting to the Debtor in any matters relating to or arising out of the captioned case. The firm will be paid at these rates: Attorneys $475 to $525 per hour Paralegals $135 to $175 per hour Hans Moldzio sent to Baker on behalf of Faith USA, LLC the amount of $9,238 on or about Feb. 28, 2024. Baker applied $1,738 for filing fees and for the payment of pre-petition fees and other expenses. Reese Baker, Esq., an attorney at Baker & Associates, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Reese W. Baker, Esq. BAKER & ASSOCIATES 950 Echo Lane, Ste. 300 Houston, TX 770024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 Email: courtdocs@bakerassociates.net About Faith USA Faith USA, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-31010) on March 5, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Eduardo V. Rodriguez presides over the case. Reese W. Baker, Esq., at Baker & Associates represents the Debtor as legal counsel. FELTRIM BALMORAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Feltrim Balmoral Estates, LLC (Main Case) 24-02122 124 Kenny Blvd Haines City, FL 33844 The Enclave At Balmoral, LLC 24-02123 204 Macaulay's Haines City, FL 33844 Balmoral Estates, LP 24-02124 124 Kenny Blvd Haines City, FL 33844 Business Description: Feltrim Balmoral owns a clubhouse located at 124 Kenny Blvd, Haines City, FL having a fair value of $3 million. Balmoral Estates owns 14 residential homes in Haines City, FL having a total fair value of $6.61 million. Chapter 11 Petition Date: April 17, 2024 Court: United States Bankruptcy Court Middle District of Florida Judge: Hon. Catherine Peek Mcewen (24-02122 & 24-02123) Hon. Roberta A. Colton (24-02124) Debtors' Counsel: Alberto ("AI) F. Gomez, Jr., Esq. JOHNSON POPE BOKOR RUPPEL & BURNS, LLP 400 N. Ashley Drive, Suite 3100 Tampa, Florida 33602 Tel: 813-225-2500 Email: AI@jpfirm.com Feltrim Balmoral's Total Assets: $4,657,697 Feltrim Balmoral's Total Liabilities: $16,239,519 Enclave At Balmoral's Total Assets: $5,091,844 Enclave At Balmoral's Total Liabilities: $10,565,256 Balmoral Estates' Total Assets: $14,327,306 Balmoral Estates' Total Liabilities: $25,909,466 The petitions were signed by Garrett Kenny as owner and manager. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NEEBPRY/Feltrim_Balmoral_Estates_LLC_and__flmbke-24-02122__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/IPKHTPY/Balmoral_Estates_LP__flmbke-24-02124__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/IECY37A/The_Enclave_At_Balmoral_LLC__flmbke-24-02123__0001.0.pdf?mcid=tGE4TAMA List of Feltrim Balmoral's 12 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. First Insurance Funding Uncashed Check $9,175 450 Skokie Blvd Suite 1000 Northbrook, IL 60062 2. Vermana Pool Service $4,857 8248 Parkline Blvd Suite 1000 Orlando, Fl 32809 3. Benchmark Landscaping Uncashed Check $2,463 4600 Cecile Dr Kissimmee, FL 34746 4. City of Haines City Utilities $2,427 620 East Main Street Haines City, FL 33844 5. Duke Energy Uncashed Check $2,185 PO BOX 602882 Charlotte, NC 28260 6. Balmoral Masters Association HOA Amenities $2,032 1631 E Vine St Suite 300 Kissimmee, FL 34744 7. P & P Exterior Wash Uncashed Check $450 2020 E Hinson Dr Haines City, FL 33844 8. Whitbread Enterprises LLC Lawn Care $375 247 Bonville Dr Services Davenport, FL 33897 9. Haines City Fire Uncashed Check $144 Extinguisher Service 5860 State Rd 544 Winter Haver, FL 33881 10. Southstate Bank NA Litigation $0 Attn Krista Mahalak Claim 242 West Central Avenue Winter Haven, FL 33880-2947 c/o Peterson & Myers, PA Phone: 863-294-3360 Email: kmahalak@petersonmyers.com 11. A2MHR Properties USA, LLC Litigation $0 Attn Ellen Novoseletsky Claim 770 Claughton Island Dr. Ste 804 Miami, FL 33131 c/o Law Offices of Ellen Novoseletsky, PA Phone: 305-775-8414 Email: ellen@novoslaw.com 12. Seacoast National Bank Litigation $0 Attn Robert Cooper and Kenneth Claim Erickson III 2400 First Street, Suite 300 Fort Myers, FL 33901-2983 c/o Hahn Loeser & Parks LLP Phone: 239-337-6730 Email: racooper@hahnlaw.com Lits of Balmoral Estates' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Ashley Willing Loan $299,980 2. A2MH4 Propeties USA LLC Leaseback $270,000 10 Fairway Drive, Suite 306 Deerfield Beach, FL 33441 Alessandro Hartmann 3. Xiaorohg Shi Leaseback $136,360 Attn: David McLaughlin and Michael LeRoy 910 North Ferncreek Ave Orlando, FL 32803 c/o Fulmer LeRoy & Albee, PLLC Phone: 407-264-7070 Email: dmclaughlin@fulerleroy.com; mleroy@fulmerleroy.com 4. David Blois Leaseback $90,000 Attn: Justin Carioti 35 SE 1st Ave, Ste 102 Ocala, FL 34471 Phone: 352-789-6520 Email: justin@lawmrm.com 5. Hagood Law Group Legal Services $76,665 451 N Maitlinad Ave Altamonte Springs, FL 32701 Tel: 321-285-1900 Fax: 321-285-1888 Email: phagood@hagoodlawgroup.com 6. Yidan Wang Leaseback $53,236 19-1-2101 Guancheng Mingsunsao Songchen District Beijing, China 7. Hui Chen Leaseback $50,465 15F Beifangguoji Mansion No. 6 Zhengda Road Beijing, China 8. Xiaqing Wang and Yiyuan Zhang Leaseback $48,676 Room 701 Unit 2 Building 2 Zijinchang'an No Zijinchang'an No China 9. Shengchao Hou Leaseback $36,500 Attn: Jason Pugh 3101 Maguire Blvd, Suite 270 Orlando, FL 32803 c/o Pugh Law Office PA Phone: 470-890-5818 Email: jp@pughlawoffice.com 10. Sami Hussein Leaseback $30,000 Attn: Gregory McMahon 618 E South Street, Suite 500 Orlando, FL 32801 c/o The McMahon Law Group, PA Email: greg@mytrialcounsel.com 11. Lijun Li Leaseback $28,600 Attn: Jason Pugh 3101 Maguire Blvd, Suite 270 Orlando, FL 32803 c/o Pugh Law Office PA Phone: 470-890-5818 Email: jp@pughlawoffice.com 12. Yen Hai Tran and Hop Leaseback $28,200 Xuan Nguyen 13. Shanjuan Gao Leaseback $27,685 8-2-202 No 23 Yan Er Dao Road Shinan District Qingdao, Shandong 266071 China 14. Mingman Zhang Leaseback $26,000 506-Tower-B Jiajing Tiancheng Chaoyang Ditrict, China 15. Yan Zhou Leaseback $25,530 Attn: Richard Sierra 13330 W Colonial Dr. Suite 110 Winter Garden, FL 34787 c/o Legal Counsel PA Phone: 407-982-4321 Email: richard@legalcounselpa.com 16. Pete Bird Leaseback $24,750 10 Daubeny Close Wokingham, Berkshire, RG41 4EJ United Kingdom 17. City of Haines City Utilities $23,215 620 E Main Street Haines City, FL 33844 18. Jianhua Zhang Leaseback $21,774 6360 102nd St, Apt F14 Rego Park, NY 11374 19. P Fudge & Associates Insurance $19,462 1155 S Semoran Blvd Suite 3-1142 Winter Park, FL 32792 20. Holland & Knight LLP Uncashed Check $18,910 4012 Center FL Pkway Orlando, FL 32837 FORMATION HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Formation Holdings, LLC d/b/a Worth Steel Fabrication P.O. Box 11186 Fort Worth, TX 76110 Business Description: Worth Steel is a steel fabrication company that provides structural steel to the construction and the energy industries. Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-41329 Judge: Hon. Edward L. Morris Debtor's Counsel: Bryan C. Assink, Esq. BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton Street, Suite 1000 Fort Worth, TX 76102 Tel: 817-405-6900 Email: bryan.assink@bondsellis.com Total Assets as of April 16, 2024: $2,092,836 Total Liabilities as of April 16, 2024: $3,367,015 The petition was signed by Tanner West as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AGN42XQ/Formation_Holdings_LLC__txnbke-24-41329__0001.0.pdf?mcid=tGE4TAMA FRANKLIN REALTY: Peter Barrett Named Subchapter V Trustee --------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Peter Barrett, Esq., at Kutak Rock, LLP as Subchapter V trustee for Franklin Realty Ventures, LLC. Mr. Barrett will charge $540 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Barrett declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Peter J. Barrett, Esq. Kutak Rock, LLP 901 East Byrd St., Ste. 1000 Richmond, VA 23219 Phone: (804) 644-1700 Email: Peter.barrett@kutakrock.com About Franklin Realty Ventures Franklin Realty Ventures, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Va. Case No. 24-31318) on April 7, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. James E. Kane, Esq., at Kane & Papa, PC represents the Debtor as legal counsel. FRANKLIN SQUARE: Moody's Affirms 'Ba1' CFR, Outlook Stable ---------------------------------------------------------- Moody's Ratings has affirmed Franklin Square Holdings, L.P.'s ("FSH") Ba1 Corporate Family Rating and Ba1-PD Probability of Default rating. Moody's Ratings also assigned a Ba1 rating to FSH's new $700mm senior secured term loan B due 2031 and $150mm senior secured revolving credit facility. The net issuance proceeds will be used to repay FSJV Holdco, LLC and its affiliates' existing $520mm senior secured term loan B due 2025, $70mm backed senior secured term loan A2 due 2025, and $80mm backed senior secured term loan A1 due 2025. The ratings on the replaced facilities will be withdrawn. The outlook is stable. The affirmation is supported by FSH's increasing revenue scale and improved product and client channel post the Portfolio Advisor ("PA") merger as well as Moody's expectation for continued growth in the company's primary business segment, retail alternatives. The increase in leverage from this transaction will be modest and is accompanied by an improvement in the company's maturity profile. The company's leverage likely remains high (4.1x including Moody's Ratings standard adjustments) for its rating in 2024 due to the impact from 1) the ongoing integration of PA; 2) the remaining deferred PA acquisition consideration which Moody's Ratings treats as a debt; and 3) the contractually scheduled change in FS KKR Capital Corp's (FSK) fee split. However, Moody's do expect organic deleveraging in 2025 as increased activity in the company's wealth channels drives management and income incentive fee growth. Moody's expectations for organic deleveraging in 2025 will be influenced by the performance trajectory of the company's flagship product, FSK, which generates about 50% of the company's total fee revenue. FSK has showed some signs of deterioration in its asset quality as evidenced by the significant increase in the percentage of non-accrual loans reported in its Q4 2023 earnings. If FSK's asset quality challenges persist, it would have an increasing impact on FSH's fee revenues and Moody's deleveraging expectations. RATINGS RATIONALE FSH's Ba1 rating is supported by the company's strong recurring revenue base, high levels of permanent capital AUM and unique position as a leading distributor of alternative products for the retail wealth market. These credit strengths are balanced by the firm's relatively modest scale, high financial leverage, and AUM concentration in private credit, largely exposed to a single fund, FS KKR Capital Corp. The stable outlook reflects the company's improving diversity and the differentiated position of the firm's retail private asset distribution and expected future improvement in incentive fee stability from FSK balanced by increasing operational costs and credit deterioration in FSK. The firm's AUM resilience remains high, and fundraising remains consistent in a challenging environment as its retail-oriented distribution force continues to generate net inflows. Additionally, the firm has broadened its product and geographic footprint in recent years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's Ratings said factors that could lead to an upgrade include: 1) Debt/EBITDA sustained below 3x; 2) Strengthening of the core franchise through greater geographic, product and distribution diversification; 3) Scale as measured by revenue net of distribution and sub-advisory expense beyond $750 million. Moody's Ratings said factors that could lead to a downgrade include: 1) Debt/EBITDA sustained over 4x; 2) pre-tax income margins fall below 20% on a consistent basis; 3) introduction of regulations that could curtail retail demand for alternatives and private investments; 4) incidents of reputational risk or material deficiencies in the valuations of private investment assets; and 5) a significant increase in FSK's unrealized/realized credit losses. Founded in 2007, FSH has developed niche alternative investments offerings and distribution capacity focused on private debt, private equity and liquid credit strategies for individual and institutional investors. FSH is one of the largest managers of business development company (BDC) assets primarily through FS/KKR Advisor, LLC, which serves as the investment adviser to a BDC with approximately $17.8 billion in assets under management as of December 31, 2023. FSH had approximately $79 billion in AUM as of December 31, 2023. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. FTX GROUP: Settles $445M Loan Dispute With Voyager -------------------------------------------------- FTX Trading and Voyager Digital have agreed to a settlement to resolve hundreds of millions of dollars left in limbo by the crypto winter. According to court filings, FTX Trading Ltd. and Voyager Digital, Ltd., have reached a Global Settlement, providing a comprehensive resolution of numerous complex disputes between the Debtors and Voyager without the cost and delay of litigation, including (i) Voyager's claims arising from its loans to the Debtors and from the asset purchase agreement between West Realm Shires Inc. d/b/a FTX US ("WRS") and Voyager terminated following the Debtors' collapse, and (ii) the FTX Debtors' claims for avoidance of transfers made to Voyager as preferences. The Global Settlement Agreement provides that the Debtors and Voyager will grant mutual releases fully resolving all claims and disputes between and among them. The Debtors believe that their preference claims have merit and ultimately would be allowed as administrative expense claims in the Voyager Bankruptcy Proceedings, and that Voyager's claims against the Debtors are without merit. However, as has been publicly announced, the FTX Debtors expect non-governmental general unsecured claims against their estates, including replacement claims under Section 502(h) of the Bankruptcy Code, to be valuable, resulting in a dramatically lower expected net value of those preference claims to the Debtors' estates. Moreover, the Debtors' preference claims involve complex and novel issues of fact and law that would require extensive time and expense to litigate to judgments. At the same time, Voyager's purported claims, asserted in an amount no less than $130 million, carry some degree of risk and in any event would also be time-consuming and expensive to litigate, and would need to be addressed in connection with the Debtors' plan confirmation process, through litigation and, if unresolved, by maintaining a claims reserve. Therefore, the Debtors' entry into the Global Settlement Agreement, which avoids costly, time-consuming and uncertain litigation, is in the best interests of the Debtors' estates and all of their stakeholders and is well within the range of reasonableness. The Committee supports the proposed settlement as set forth in the Global Settlement Agreement. Since October 2023, the Debtors (along with the Committee) and Voyager have been engaged in non-binding mediation in connection with the various disputes between them conducted by the Honorable Shelley C. Chapman (Ret.) through which the parties negotiated and agreed to the terms of a settlement of all claims and disputes between them that is documented in the Global Settlement Agreement. The terms of the Global Settlement Agreement generally provide, among other things, that on effectiveness of the Global Settlement Agreement: * Voyager waives and releases for all purposes all claims (as defined in 11 U.S.C. Sec. 101(5)) against the Debtors, including the Voyager Claims, and Voyager shall take no further action in the Debtors' chapter 11 cases, provided that the Debtors and Voyager will meet and confer with respect to certain third-party discovery deemed necessary by the Plan Administrator in the exercise of its fiduciary duties; * Voyager agrees not to attempt to otherwise recover with respect to the subject matter of any Claims that were or could have been asserted in the Voyager Proofs of Claim or otherwise attempt to receive a distribution from the United States Government from any forfeited assets relating in any way to the FTX Debtors or Mr. Samuel Bankman-Fried; * The applicable Debtors shall dismiss with prejudice the Voyager Adversary Proceeding; * The Debtors waive and release for all purposes all claims against Voyager, including the Preference Claims and other FTX Claims; * The $5 million deposit provided by WRS to Voyager in connection with the FTX APA and held in escrow by Voyager shall be fully and finally released to Voyager and the Debtors shall relinquish any and all rights thereto; and * The $445 million reserved and held by Voyager in connection with the Debtors' asserted preference claims in the Voyager Adversary Proceeding shall be fully and finally released to Voyager and the Debtors shall relinquish any and all rights thereto. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 billion in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GAMESTOP CORP: Nir Patel Departs as COO --------------------------------------- GameStop Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company and Nir Patel, Chief Operating Officer, entered into a Separation Agreement and Mutual Release of Claims. The Separation Agreement provides for Patel's departure from the Company, effective April 4, 2024, as the Company's Chief Operating Officer. The responsibilities associated with the position are being absorbed by other members of the Company's management team. The Separation Agreement contains a customary general release of claims by Patel and the Company and provides for the following: (i) a lump sum payment to Patel consisting of (a) ten weeks of base salary, (b) an amount equal to the applicable premiums for COBRA continuation coverage for two months, and (c) thirty percent of the remaining unearned portion of Patel's sign-on bonus, and (ii) acceleration of vesting of thirty percent of the portion of Patel's equity awards that were otherwise scheduled to vest in the ordinary course during the six-month period immediately following his separation date. About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce platforms and thousands of stores. GameStop reported a net loss of $313.1 million for the fiscal year ended Jan. 28, 2023, a net loss of $381.3 million for the fiscal year ended Jan. 29, 2022, a net loss of $215.3 million in 2020, a net loss of $470.9 million in 2019, and a net loss of $673 million in 2018. As of July 29, 2023, the Company had $2.80 billion in total assets, $1.53 billion in total liabilities, and $1.26 billion in total stockholders' equity. * * * Egan-Jones Ratings Company, on January 2, 2024, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by GameStop Corporation. GARDEN STATE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Garden State Academy Preschool of the Arts and Kindergarten LLC 600 East Moss Mill Road Absecon, NJ 08205 Business Description: The Debtor is a unique preschool and kindergarten that offers Master level teachers and creative curriculum. GSA has programs for children six weeks to five years old, featuring Little Sprouts, Preschool and Kindergarten programs to fit the needs of any developmental stage of childhood. Chapter 11 Petition Date: April 17, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-13908 Debtor's Counsel: Raymond Patella, Esq. JAVERBAUM WURGAFT HICKS KAHN WIKSTROM SININS PC 505 Morris Avenue Springfield, NJ 07081 Tel: (973) 379-4200 Email: rpatella@lawjw.com Debtor's Accountant: FIZPATRICK, BONGIOVANNI & KELLY Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Linda Pecchia as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZUSQDJY/Garden_State_Academy_Preschool__njbke-24-13908__0001.0.pdf?mcid=tGE4TAMA GENWORTH FINANCIAL: Egan-Jones Retains BB- Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on April 3, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Genworth Financial, Inc. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Richmond, Virginia, Genworth Financial, Inc. offers insurance, wealth management, investment, and financial solutions. GEORGIAN COURT: Moody's Cuts Issuer & Revenue Bond Ratings to Ba2 ----------------------------------------------------------------- Moody's Ratings has downgraded Georgian Court University, NJ's issuer and revenue bond ratings to Ba2 from Ba1. This action affects approximately $22 million of outstanding debt from the university's Series 2017G and Series 2017H revenue bonds. The bonds were issued through the New Jersey Educational Facilities Authority. The outlook remains negative. The downgrade of Georgian Court University's issuer and revenue bond ratings to Ba2 from Ba1 is driven by continued student market challenges that have led to deeply imbalanced financial operations, with further budget deficits in fiscal 2024. Social considerations are a key driver of this rating action, particularly weak regional demographics in the northeast, a highly competitive market for students in New Jersey, and shifting student preferences. RATINGS RATIONALE Georgian Court's Ba2 issuer rating incorporates its solid wealth and liquidity as well as its fair brand and strategic positioning with some market differentiation in providing teaching and health sciences education for a largely non-traditional student population. Enrollment declined for a fifth consecutive year in fall 2023. This will further strain net tuition revenue and lead to imbalanced financial operations in fiscal 2024, following double digit operating deficits over the past two fiscal years. The university continues to invest in efforts to build on its health sciences and professional care program offerings, the success of which will be crucial to improving its market position. A new financial leadership is implementing further expense control measures in an effort to return closer to balanced operations in fiscal 2025 and reduce elevated draws on reserves to cover operating deficits and meet debt service obligations. Improving operating performance absent material revenue growth will be difficult, however, given the university's small $39 million scope of operations. Favorably, wealth growth will be supported by the execution of a series of real estate sales that will provide Georgian Court with additional liquidity as it works to rightsize its operations and improve student demand. The university's Ba2 revenue bond rating is based on the issuer rating, the secured general obligation to pay debt service and pledged mortgage of certain campus facilities to bondholders. RATING OUTLOOK The negative outlook reflects Moody's Ratings expectation that Georgian Court's operating performance will remain strained as it manages through deep student market challenges, with deficit operations continuing for at least the next two fiscal years. It also incorporates expectations that wealth and liquidity will decrease as a result of elevated draws on wealth and liquidity to meet debt service obligations. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Material improvement of student demand that results in enrollment and net tuition revenue growth -- Sustained strengthening of operating performance driven by tuition revenue growth and expense reductions, with progress toward a return to near double digit EBIDA margins and over 1x annual debt service coverage -- Growth of wealth and liquidity, either from improved philanthropic support or stronger operating performance, providing for stronger coverage of debt and expenses FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Further deterioration of student demand resulting in declining enrollment and net tuition revenue -- Inability to make progress toward improving operating performance in fiscal 2025 -- Notable decline in total cash and investments and erosion of the university's liquidity position due to elevated draws on reserves LEGAL SECURITY The university's Series 2017G and 2017H bonds are a general obligation of the university, payable from all legally available funds. The university has granted a mortgage on certain facilities to bondholders. The bonds also feature a rate covenant to set tuition, fees, rentals and other charges, together with other legal funds to cover loan payments. PROFILE Georgian Court University is a small private, Catholic not-for-profit university located in Lakewood, Ocean County, New Jersey. In fiscal 2023, Georgian Court generated operating revenue of $39 million and enrolled 1,535 full-time equivalent (FTE) students as of fall 2023. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. GOODYEAR TIRE: Egan-Jones Retains BB- Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on April 10, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Goodyear Tire & Rubber Company. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Akron, Ohio, Goodyear Tire & Rubber Company develops, distributes, and sells tires. H.B. FULLER: Moody's Affirms 'Ba2' CFR, Outlook Stable ------------------------------------------------------ Moody's Ratings has affirmed H.B. Fuller Company's ("Fuller") Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating as well as its Ba1 senior secured bank credit facilities ratings and Ba3 senior unsecured notes ratings. Fuller's SGL-2 Speculative Grade Liquidity rating remains unchanged. The outlook is stable. "The stable outlook reflects Fuller's solid financial performance despite a relatively weak macroeconomic environment," stated John Rogers, Senior Vice President at Moody's Ratings and lead analyst on Fuller. RATINGS RATIONALE Fuller's Ba2 CFR reflects moderate scale, stable margins, low capital intensity and ability to consistently generate meaningful free cash flow. The rating is also supported by Fuller's diverse global operations and revenues, leading positions in the relatively stable hygiene, health and consumable ("HHC") adhesive markets and barriers to entry based on detailed customer specifications. Fuller's market position is based on its formulation expertise and ability to provide personalized technical service to its customers. The HHC segment is Fuller's largest representing about 45% of revenues. Credit metrics continue to solidly support the Ba2 CFR, despite weak industrial demand and customer inventory destocking (industrywide) in 2023. In its latest quarter ending March 2, 2024, the company continued to demonstrate improving profitability despite relatively flat sales and volumes down 1%. Moody's Ratings believes that destocking has largely ended and that Fuller should be able to generate top line growth moving forward. Profits should also be up year on year due to the continuation of soft raw material prices cost reduction programs and the restructuring of its manufacturing operations to reduce costs. Moody's Ratings adjusted EBITDA margin has improved to about 16% as of March 2, 2024. As of March 2, 2024, Moody's Ratings adjusted Debt/EBITDA was at 3.4x and Retained Cash Flow/Debt was at 14%. In 2024, Moody's Ratings expect that metrics will modestly improve further as the company benefits from a collection of acquisitions in 2023 along with on-going cost reduction programs and an end to destocking, despite Moody's Ratings forecast for a modest further slowdown in global economic growth. Volume declines in Europe will likely continue, driven by packaging and construction related market segments; Europe accounts for roughly 27% of total sales. The rating assumes that management will continue to target net leverage of 2.5-3.0x on an unadjusted basis. H.B. Fuller Company's SGL-2 Speculative Grade Liquidity Rating reflects good liquidity supported by approximately $165 million in balance sheet cash at March 2, 2024. Moody's Ratings expects the company to generate at least $50 million to over $100 million of free cash flow (including capex and dividends) in the next 12 months, depending on the level of working capital used. The company's secondary liquidity is provided by a $700 million senior secured revolving credit facility due 2028 with no outstanding balances as of March 2, 2024. The revolver has a maximum secured leverage covenant with step down features and a minimum interest coverage covenant. Moody's Ratings expects the company to be in compliance with the covenants over the next 12 months. Fuller's term loan amortizes at 1.0% annually. The stable outlook anticipates that the company will continue to generate free cash flow and use it for bolt-on acquisitions, modest share repurchases and debt reduction. The stable outlook also considers that management will continue to target net leverage (net debt-to-EBITDA) of 2.5-3.0x range on a net unadjusted basis. Finally, the stable outlook reflects expectations that the company will refrain from large debt-financed acquisitions that spike leverage beyond the company's target range for an extended time period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if adjusted leverage were to improve to below 3.0x and RCF/Debt above 20%, both on a sustained basis, and the company demonstrates its ability to sustain EBITDA margins in the high teen percentage range. Fuller's ratings could be downgraded if leverage is above 4.0x, or if free cash flow is diminished or turns negative on a sustained basis. The ratings could also be downgraded if the company undertakes additional meaningful debt-financed acquisitions that stress metrics for an extended period of time. ESG CONSIDERATIONS Environmental, social and governance ("ESG") factors are important considerations in Fuller's credit quality but are not drivers of the action. Fuller's CIS-3 score has a limited impact on the current credit rating. The score is supported by the fact that it is largely a formulator of adhesives and sealants and its emissions are lower than most other chemical companies. The score also reflects its lower exposure to Health & Safety and Responsible Production risks than most chemical companies. Fuller's G-3 governance score reflects management's consistent financial policies and risk management although there were times where leverage was elevated after acquisitions. H.B. Fuller Company ("Fuller", NYSE: FUL), headquartered in St. Paul, Minnesota, is a formulator, manufacturer and marketer of adhesives and sealants. It is predominantly focused on the engineering adhesives, durable assembly, construction, packaging, and hygiene sub-segments of the adhesives market. Fuller generated revenues of nearly $3.5 billion for the twelve months ended March 2, 2024. The principal methodology used in these ratings was Chemicals published in October 2023. HASBRO INC: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on April 8, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Hasbro, Inc. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Pawtucket, Rhode Island, Hasbro, Inc. designs, manufactures, and markets toys, games, interactive software, puzzles, and infant products. HDT GLOBAL: Audax Marks $3.1MM Loan at 20% Discount --------------------------------------------------- Audax Credit BDC, Inc., has marked its $3,106,250 loan extended to HDT Global to market at $2,485,000 or 80% of the outstanding amount, as of Dec. 31, 2023, according to a disclosure contained in Audax's Form 10-K report for the fiscal year ended Dec. 31, 2023, filed with the Securities and Exchange Commission. Audax is a participant in a Senior Secured Initial Term Loan to HDT Global The loan accrues interest at a rate of 11.08% (S+5.75%) per annum. The loan matures on July 8, 2024. Audax is a Delaware corporation that was formed in January 2015. Audax is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, it has elected to be treated for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Audax's fiscal year ends Dec. 31. Audax is led by Michael P. McGonigle, Chairman of the Board of Directors, President, and Chief Executive Officer; and Richard T. Joseph, Chief Financial Officer and Treasure. Audax can be reached at: AUDAX CREDIT BDC, INC. 101 Huntington Avenue Boston, MA 02199 Tel: (617) 859-1500 HDT Global is a manufacturer of engineered, mission-capable infrastructure services and products intended for defense, aerospace and government markets. HERBALIFE LTD: Egan-Jones Retains BB- Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on April 10, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Herbalife Ltd. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Los Angeles, California, Herbalife Ltd operates as a nutrition company. HULKZ CONSTRUCTION: Seeks to Hire Raymond W. Verdi Jr. as Counsel ----------------------------------------------------------------- Hulkz Construction LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Raymond W. Verdi Jr. as its counsel. The firm will render these services: a. assist in preparing and filing schedules, statements, monthly financial statements, and other necessary and appropriate documents; b. prepare legal documents; c. appear at all appropriate meetings; d. explain the Debtor's responsibilities under chapter 11; e. represent in negotiations with creditors and committees; f. assist in formulating a plan of reorganization and disclosure statement; and g. perform other legal services. The hourly rates charged by the firm are: Members $450 Legal Assistants $125 The firm received a retainer in the amount of $7,500. Raymond Verdi, Jr., Esq., disclosed in a court filing that his firm does not hold or represent any entity that holds an adverse interest in the Debtor's case. The firm can be reached through: Raymond W. Verdi Jr., Esq. Law Offices of Raymond W. Verdi Jr., PC 116 East Main Street, Suite C Patchogue, NY 11772 Telephone: (631) 289-2670 Facsimile: (631) 758-2304 About Hulkz Construction LLC Hulkz Construction LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-70785) on February 5, 2024, listing up to $50,000 in both assets and liabilities. Judge Nancy Hershey Lord presides over the case. Raymond W. Verdi Jr., Esq. at the Law Offices of Raymond W. Verdi Jr. represents the Debtor as counsel. HUMANIGEN INC: Seeks to Hire Ordinary Course Professionals ---------------------------------------------------------- Humanigen, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ professionals utilized in the ordinary course of business. The Debtor needs ordinary course professionals to perform services for matters unrelated to this Chapter 11 case. The Debtor seeks to pay OCPs 100 percent of the fees and expenses incurred. The Debtor does not believe that any of the ordinary course professionals have an interest materially adverse to it, its estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCP's include: a. Polsinelli LLP Litigation Counsel $25,000 Monthly b. Shook Hardy & Bacon L.L.P. General Litigation Counsel $10,000 Total About Humanigen Inc. Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN) -- www.humanigen.com -- is a clinical stage biopharmaceutical company, developing its portfolio of proprietary Humaneered anti-inflammatory immunology and immuno-oncology monoclonal antibodies. Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen's proprietary, patented Humaneered technology platform is a method for converting existing antibodies (typically murine) into engineered, high-affinity human antibodies designed for therapeutic use, particularly with acute and chronic conditions. The company has developed or in-licensed targets or research antibodies, typically from academic institutions, and then applied its Humaneered technology to optimize them. Its lead product candidate, lenzilumab, and its other product candidate, ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Humanigen filed Chapter 11 petition (Bankr. D. Del. Case No. 24-10003) on Jan. 3, 2024, with assets of $521,000 and liabilities of $44,131,000. Ronald Barliant, independent director, signed the petition. Judge Brendan Linehan Shannon oversees the case. Potter Anderson & Corroon, LLP and SC&H Group, Inc. serve as the Debtor's bankruptcy counsel and investment banker, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Kilpatrick Townsend & Stockton, LLP and Womble Bond Dickinson (US), LLP as legal counsels, and Dundon Advisers, LLC as financial advisor. INFINITY PHARMA: SSG Served as Investment Banker in Asset Sale -------------------------------------------------------------- SSG Capital Advisors, LLC, served as the investment banker to Infinity Pharmaceuticals, Inc., in the sale of substantially all its assets to a healthcare investment firm. The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in February 2024. Founded in 1995 and headquartered in Cambridge, MA, Infinity combines proven scientific expertise with a passion for developing small-molecule drugs that target specific disease pathways for potential applications in oncology. The Company is focused on advancing a first-in-class, orally administered, clinical-stage, immuno-oncology drug candidate based on its unique macrophage reprogramming mechanism of action. The Company identified a merger target that would have provided additional liquidity and resources to conduct a Phase 2 study of the Company’s lead drug candidate. However, an activist shareholder campaign prevented the merger target from obtaining stockholder approval to complete the contemplated transaction. Due to the failed merger and lack of liquidity, Infinity filed for Chapter 11 relief in September 2023. SSG was retained in July 2023 to conduct a marketing process and solicit offers from potential strategic and financial acquirers. After extensive marketing and discussion with numerous interested parties, the bid submitted by the healthcare investment firm was determined to be the highest and best offer for substantially all the Company’s assets. SSG’s extensive Chapter 11 transaction experience and knowledge of the industry resulted in a process where value was maximized in an expedited time frame. Other professionals who worked on the transaction include: * George W. Shuster, Benjamin W. Loveland and Thomas Davis of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Infinity Pharmaceuticals, Inc.; * Matthew B. McGuire and Matthew R. Pierce of Landis Rath & Cobb LLP, counsel to Infinity Pharmaceuticals, Inc.; * Matthew Foster and Scott Wiley of Sonoran Capital Advisors, financial advisor to Infinity Pharmaceuticals, Inc.; and * Peter P. Knight, Mark D. Wood, Brian Sodikoff, Evan S. Borenstein and Allison E. Yager of Katten Muchin Rosenman LLP, counsel to the healthcare investment firm. About Infinity Pharmaceuticals Infinity Pharmaceuticals, Inc., is a research and clinical-development stage biopharmaceutical company with a focus on developing novel drugs for the treatment of cancer. On Sept. 29, 2023, Infinity Pharmaceuticals Inc. and Infinity Discovery Inc. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11640). The Debtors listed $21,232,000 in assets and $58,638,000 in liabilities. The petitions were signed by Seth A. Tasker as chief executive officer. The Debtors tapped Landis Rath & Cobb LLP as bankruptcy counsels. Sonoran Capital Advisors LLC is the Debtors' financial advisor. Wilmer Cutler Pickering Hale and Dorr LLP is the Debtors' special corporate counsel. SSG Advisors LLC is the Debtors' investment banker. Stretto Inc. is the Debtors' notice and claims agent. INTERACTIVE HEALTH: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Interactive Health Benefits LLC ACA Track, LLC 995 N. Pontiac Trail P.O. Box 1285 Walled Lake, MI 48390 Business Description: ACA Track provides full service automated The Affordable Care Act (ACA) reporting for 1094 and 1095 C and B forms. ACA Track's propriety software is designed to help applicable large employers (ALE) meet the requirements of the Affordable Care Act and IRS reporting. ACA is an approved vendor of the IRS for electronic submission. Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 24-43778 Judge: Hon. Maria L. Oxholm Debtor's Counsel: Stephen Gross, Esq. MCDONALD HOPKINS 39533 Woodward Avenue 318 Bloomfield Hills MI 48304 Tel: 248-646-5070 E-mail: sgross@mcdonaldhopkins.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Todd Covert as chief executive officer and sole member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download. Follow this link to get a copy today https://www.pacermonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PD56FLA/Interactive_Health_Benefits_LLC__miebke-24-43778__0001.0.pdf?mcid=tGE4TAMA INTERNATIONAL FLAVORS: Egan-Jones Retains BB+ Sr. Unsec. Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on April 1, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by International Flavors & Fragrances Inc. Headquartered in New York, International Flavors & Fragrances Inc. creates, manufactures, and supplies flavors and fragrances for the food, beverage, personal care, and household products industries. INVINCIPLEX LLC: Case Summary & Two Unsecured Creditors ------------------------------------------------------- Debtor: Invinciplex, LLC 602 Azalea Road Mobile, AL 36609 Business Description: Invinciplex offers fully furnished and appointed corporate apartments for short- term and medium-term rentals as an alternative to staying in a hotel. Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Southern District of Alabama Case No.: 24-10939 Debtor's Counsel: J. Willis Garrett, III, Esq. GALLOWAY, WETTERMARK & RUTENS, LLP 3263 Cottage Hill Road Post Office Box 16629 Mobile, AL 36616-0629 Tel: 251-476-4493 Fax: 251-479-5566 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael A. Harry as executuve director. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EYQU7MI/Invinciplex_LLC__alsbke-24-10939__0001.0.pdf?mcid=tGE4TAMA JINGBO TECHNOLOGY: Appoints GGF CPA After Pan-China Dismissal ------------------------------------------------------------- Jingbo Technology, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Audit Committee of Board of Directors of Jingbo Technology, Inc. dismissed Pan-China Singapore Pac. as the Company's independent registered public accounting firm. Pan-China's reports on the Company's financial statements for the fiscal year ended May 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports expressed doubt regarding the Company's ability to continue as a going concern. Furthermore, during the Company's fiscal year ended May 31, 2023 and 2022 and subsequent interim period through April 4, 2024, there have been no disagreements with Pan-China on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Pan-China's satisfaction, would have caused Pan-China to make reference to the subject matter of the disagreement in connection with its reports on the Company's financial statements for such periods. For the fiscal year ended May 31, 2023 and 2022 and subsequent interim period through April 4, 2024, there were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K. Following the dismissal of Pan-China, the Audit Committee appointed GGF CPA LIMITED as the Company's new independent registered public accounting firm. During the Company's fiscal year ended February 29, 2024 and February 28, 2023, and through April 4, 2024, neither the Company nor anyone acting on the Company's behalf consulted GGF with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. About Jingbo Technology Jingbo Technology, Inc. (formerly known as Savmobi Technology, Inc.) provides software solutions. The Company designs and builds an online marketing platform for users to manage and monitor promotions. Singapore-based Pan-China Singapore PAC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Oct. 2, 2023, citing that the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. JJ ARCH: Seeks Approval to Hire Griffin LLP as Bankruptcy Counsel ----------------------------------------------------------------- JJ Arch, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Griffin LLP as its general bankruptcy counsel. The firm will render these services: a. advise the Debtor regarding its powers and duties as debtor in possession in the continued management, and administration of its business; b. attend meetings and negotiate with representatives of creditors and other parties in interest; c. take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of actions commenced against the Debtor's estate, negotiations relating thereto and objections to claims filed against the Debtor's estate; d. prepare on behalf of the Debtor all motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; e. negotiate and prepare on the Debtor's behalf a chapter 11 plan and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; f. appear before this Court, any appellate courts, and protect the interests of the Debtor's estate before such courts; and g. perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with this Chapter 11 Case. The firm will be paid at these hourly rates: Partners $910 Counsel $825 Associates $395 Paraprofessionals $295 to $325 Griffin LLP is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Scott A. Griffin, Esq. GRIFFIN LLP 420 Lexington Ave., Suite 400 New York, NY 10170 Tel: (646) 998-5580 Fax: (646) 998-5574 Email: sgriffin@grifflegal.com About JJ Arch JJ Arch, LLC is a vertically integrated real estate owner, operator and developer with an active investment portfolio with more than 5.7 million square feet across the United States. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10381) on March 7, 2024, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Jeffrey Simpson, managing member, signed the petition. Judge John P. Mastando III oversees the case. Scott A. Griffin, Esq., at Griffin, LLP represents the Debtor as legal counsel. KOPPERS HOLDINGS: Moody's Affirms 'Ba3' CFR, Outlook Stable ----------------------------------------------------------- Moody's Ratings affirmed Koppers Holdings Inc. ("Koppers") Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating. Moody's Ratings also affirmed the Ba3 rating on its backed senior secured 1st lien revolving credit facility due 2027, and the Ba3 rating on its backed senior secured term loan B due 2030 issued by Koppers Inc. Koppers' SGL-2 Speculative Grade Liquidity (SGL) rating remains unchanged. The outlook is stable for both entities. RATINGS RATIONALE Koppers' credit profile reflects its leading positions in the North American wood railroad crosstie and wood-treating chemicals industries, its relatively stable earnings generated by the Railroad and Utility Products and Services (RUPS) segment, which benefits from a significant portion of sales under long-term contracts, and the company's solid credit metrics for the rating including its improving leverage driven by its earnings increase and good free cash flow generation. The company's good liquidity also supports the ratings. Koppers' credit profile is constrained by its narrow business focus in the wood preservation industry, its exposure to raw material price fluctuations and the cyclical end markets including construction, aluminum, steel and tires, and its ongoing spending on shareholder returns and business acquisitions, which may limit improvement of its credit metrics. The company's environmental liabilities, although currently manageable, could adversely affect its financial condition in the long run and are negative considerations. Koppers reported solid business and financial performance in 2023. The company generated record revenue of $2.2 billion and Moody's Ratings' adjusted EBITDA of $285 million in 2023, up by 9% and 13% YOY respectively from 2022, driven by the volume and price increases and productivity gains from its railroad, utilities and chemical businesses, more than offsetting the challenges in its carbon material business. Supported by the solid earnings, Koppers generated free cash flow of about $20 million during the year despite its CapEx remaining elevated. As the company applied most of its free cash flow for share buybacks, Koppers' net debt adjusted for cash modestly improved during the year. Its leverage as measured by Moody's Ratings' adjusted debt/EBITDA improved to 3.4x in 2023 from 3.7x in 2022 driven by the earning increase. Moody's expect Koppers will maintain solid business performance in 2024 although the growth rate of its revenue and EBITDA will moderate to mid-single digit percentage amid the slowing economic growth. Moody's expect Koppers' gross leverage will stay stable at mid-3.0x level, because the favorable impact of modestly higher EBITDA will be largely offset by the higher debt as company allocates free cash flows for shareholder return and at times resorts to debt financing for bolt-on acquisitions. While Koppers will continue to undertake growth CapEx and acquisitions to reach its medium term growth target, Moody's expect such spending will be balanced with its target of achieving net leverage between 2-3x based on company's calculation, which will help maintain a relatively stable financial profile. Such level of credit metrics are supportive of Koppers' Ba3 CFR rating. Koppers' rating is also supported by its good liquidity as reflected in its SGL-2 Speculative Grade Liquidity rating (SGL). As of December 31, 2023, Koppers had about $67 million of cash on the balance sheet and $386 million available amount under its $800 million revolving credit facility. The revolver has a total leverage ratio covenant net of cash up to $150 million, which started at 5.00x in June 2022, stepping down to 4.75x after 6 quarters, and to 4.50x after eight quarters. There is also a minimum interest coverage ratio of 2.00x. Moody's expect the company to maintain compliance with these covenants over the next 12 months. Koppers also has alternate forms of liquidity as some foreign subsidiaries are non-guarantors to the existing credit facility. Its available liquidity including cash and revolver availability compares favorably with its small amount of short-term debt at $5 million as of yearend 2023. Moody's Ratings also expects Koppers to generate positive free cash flow in 2024. The Ba3 rating on the company's $499 million senior secured term loan and $800 million senior secured revolving credit facility is in line with the company's Ba3 CFR, as there is no other junior debts in the capital structure. RATING OUTLOOK The stable outlook reflects Moody's expectation that Koppers maintains relatively flat debt and that demand in key end markets remains sufficient so earnings and cash flows will continue to support credit metrics appropriate for the rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade if Koppers continues to improve its business scale and diversity while following prudent financial policy; credit metrics may indicate upgrade pressure if the financial leverage, including Moody's Ratings' standard adjustments, is sustained below 3.0x, retained cash flow-to-debt consistently in excess of 20% and the company maintains solid liquidity to cover operating activities and growth initiatives. An upgrade would also be contingent upon no material change in estimates for environmental remediation or liabilities. Moody's could downgrade the ratings if Koppers' business and financial performance deteriorates or it pursues aggressive financial policy including a large debt-financed acquisition or shareholder returns. Credit metrics indicative of downgrade pressure include its adjusted leverage sustained above 4.0x, retained cash flow-to-debt sustained below 12% (RCF/Debt), or there is a substantive deterioration in the company's liquidity. ESG CONSIDERATIONS Koppers' (CIS-3) score indicates that its ESG attributes have a limited impact on the current rating, with greater potential for future negative impact over time. Koppers' environmental risks reflect its exposure to carbon transition given its footprint and the risks for regulatory fines and remediation related to its several work sites. Its social risks arise from the health and safety concern due to exposure to coal tar pitch, which is partly mitigated by Koppers' Zero Harm program employed throughout the company. Koppers is also involved in a number of lawsuits surrounding environmental laws and regulations (current and legacy sites). As a public company, Koppers has good governance policies including good management track record of meeting guidance, a committed net leverage target of between 2-3x based on management's calculation, and a corporate board of effective oversight, diversity, and independence. ISSUER PROFILE Koppers is an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds. Their products and services are used in a variety of niche applications in a diverse range of end markets, including the railroad, specialty chemical, utility, residential lumber, agriculture, aluminum, steel, rubber, and construction industries. Headquartered in Pittsburgh, PA., the company generated approximately $2.2 billion of revenue in 2023. The principal methodology used in these ratings was Chemicals published in October 2023. KULR TECHNOLOGY: Marcum LLP Raises Going Concern Doubt ------------------------------------------------------ KULR Technology Group, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed that there is substantial doubt about the Company's ability to continue as a going concern. Los Angeles, CA-based Marcum LLP the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 11, 2024, citing that the Company has a working capital deficit, has incurred losses from operations, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2023, the Company had cash of $1,194,764 and working capital deficit of $2,994,753. During the year ended December 31, 2023, the Company incurred a net loss in the amount of $23,693,556 and used cash in operations of $11,965,387. As of December 31, 2023, the Company had $10,864,356 in total assets, $13,047,052 in total liabilities, and $2,182,696 in total stockholders' deficit. On December 20, 2023, the Company received a notice of noncompliance from NYSE Regulation stating it is not in compliance with Section 1003(a)(iii) in the NYSE American Company Guide since the Company reported stockholders' equity of $1,200,172 at September 30, 2023, and losses from continuing operations and/or net losses in its five most recent fiscal years. On February 12, 2024, the Company received a second notice letter from NYSE stating it is not in compliance with Section 1003 (f)(v) of the Company guide since the Company's securities were trading at an average of less than $0.20 per share for 30 days. The factors above raise substantial doubt about the Company's ability to meet its obligations as they become due within the next 12 months. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/yt94n2xx About KULR Technology Group KULR Technology Group, Inc., through its wholly-owned subsidiary KULR Technology Corporation, develops and commercializes high-performance thermal management technologies for batteries, electronics, and other components across an array of battery-powered applications. LIFE CARE: Fitch Affirms 'BB+' Rating on $84MM 2021A Revenue Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed the rating on approximately $84 million of series 2021A fixed rate revenue bonds issued by the St. Johns County (FL) Industrial Development Authority on behalf of Life Care Ponte Vedra (dba Vicar's Landing; VL) at 'BB+'. Fitch has also affirmed VL's Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Negative. Entity/Debt Rating Prior ----------- ------ ----- Life Care Ponte Vedra, Inc. (FL) LT IDR BB+ Affirmed BB+ Life Care Ponte Vedra, Inc. (FL) /General Revenues/1 LT LT BB+ Affirmed BB+ The affirmation reflects a steady year of performance at VL, coupled with a good recovery of the balance sheet, with unrestricted cash and investments increasing by $5 million. At Fitch's last review, unrestricted cash and investment had dropped about $5 million to $20.5 million, which was outside of Fitch's expectation and weakened the financial profile. At YE 2023, unrestricted cash and investments were back above $25 million. Phase 1 of the Oak Bridge project, which was in the process of filling last year, added additional credit stress at that time. Phase 1 has filled, with 107 of the 109 independent living (IL) units sold, with only one unit remaining available as the other unit is being used as a model. VL paid down the approximately $52 million in short-term debt for Phase 1 in May 2023. Phase 2 of the Oak Bridge, which includes 38 IL units (33 apartments and five cottages), is expected to begin to fill this month with project fill expected by the end of the summer and the pay down of about $30 million in associated short term debt by September 2024. The Phase 2 units were about 79% pre-sold at the end of February 2024. The Negative Outlook reflects the potential for a Phase 3 of Oak Bridge that would build a memory care/assisted living (AL) building. VL has a measure of debt capacity at the current rating. Negative rating pressure will depend on the scope, timing, and financing of a third phase, and VL's financial profile at that time. Fitch expects to have more clarity on the project once the Phase 2 fill up for Oak Bridge is completed. SECURITY The series 2021A bonds are secured by a revenue pledge of the obligated group (OG). The OG consists of the existing VL Sawgrass campus, the Oak Bridge expansion campus, and the VL Foundation. KEY RATING DRIVERS Revenue Defensibility - 'a' High-End LPC in a Quality Service Area The strong revenue defensibility reflects VL's market position as a high-end Type 'A' life plan community (LPC) in an advantageous location adjacent to TPC Sawgrass golf course in Ponte Vedra Beach, FL. IL occupancy ranged from 95% to 98% over the four years leading up FY22, when the 109 Oak Bridge units began coming online. At the end of December 2023, IL occupancy at Sawgrass, the original campus, was 89.9%, and occupancy in Oak Bridge was 94.5%. Consistent with the sector, VL's AL and skilled nursing occupancy dropped over the last two years but recovered in 2022, and VL sustained the improvement in 2023, with average occupancy 81.7% and 76.8%, respectively. Those occupancies were at 61% and 52% in 2021. The strong revenue defensibility also reflects the good service area demographics. Ponte Vedra is one of the wealthiest communities in the Jacksonville area, with most of VL's residents coming from the local community. Property values are above average and growing. VL's entrance fee pricing, especially on the Sawgrass campus, with a weighted entrance fee of about $430,000, are very much in line with area housing prices. While competition is present in the broader region, it is somewhat limited in the immediate service area. Operating Risk - 'bbb' Solid Operations; Ongoing Capex; Capital Ratios Stressed VL's midrange operating risk assessment is supported by a history of strong operating margins balanced by the significant capital spending and associated debt. Over the last five years, the operating ratio, averaged 91.7% and the net operating margin - adjusted (NOMA) averaged approximately 21.8%. Unaudited 2023 results show a 97.6% operating ratio and a 21.3% NOMA. Resident service revenue grew by about 50% given the fill up of the Phase 1 Oak Bridge units, which increased VLs IL units to 336 from 227. The number of IL units will increase by another 38 units in Phase 2. Fitch expects VL to continue to generate good operating metrics in the coming years given the additional IL revenue and the moderate operating costs related to adding additional IL units. VL's average age of plant measured a favorably low 7.3 years (2022), and capex as a percentage of depreciation averaged 350.9% over the last five years. Capital spending will continue to be elevated in 2024 as Phase 2 of Oak Bridge is finished. VL's capital-related metrics are stressed, but Fitch expects the metrics to moderate to levels more consistent with the midrange operating risk assessment as the phases of the Oak Bridge expansion fill and occupancy in the new units stabilizes. The maximum annual debt service (MADS) of $7 million, which will not be tested until 2025 and includes a yearly ground lease payment, represented about 15% of revenue in fiscal 2023, That was a material improvement over 2022 when MADS as a percentage revenue was about 26% and reflects the Oak Bridge revenue growth. Financial Profile - 'bb' Need for Base Case Execution At YE 2023 (unaudited), VL had unrestricted cash-to-adjusted debt of about 20.9% The cash-to-adjusted debt is light for the rating level. Total adjusted long-term debt of about $154 million, includes about $42.2 million in capitalized leases (mostly for a ground lease for the campus property). Debt service coverage as calculated by Fitch was 2.3x. Fitch used a debt figure of $4.5 million. Coverage of full MADS of $7 million, which will not be tested until 2025, was good at 1.6x. Fitch's baseline scenario, which is a reasonable forward look of financial performance over the next five years, given current economic expectations, includes the payoff of the short-term debt and shows operating ratios in the low 90% range, helped by the additional Oak Bridge revenues. Capital spending will be above depreciation over the next three years. The forward look shows that should VL be able to execute on Fitch's base case, VL's financial profile would likely be able handle additional the debt to fund the Phase 3 memory care/AL building. There is execution risk around entrance fee receipts, as VL continues to transition Sawgrass to mostly non-refundable contracts. There could be near term year-to-year volatility in net entrance fee receipts, depending on the number of fully refundable contracts that turnover in a year, as the net proceeds will be thinner given a higher refund relative to the entrance fee coming in. However, Fitch believes that VL will be better positioned for the long term once those fully amortizing contracts begin to turnover in about four to eight years. The majority of Phases 1 and 2 Oak Bridge residents and depositors chose the fully amortizing contract. Fitch's stress case, which includes a portfolio sensitivity customized to VL's asset allocation and operational and entrance fee stresses, shows the financial profile remaining consistent with the 'bb' financial profile but with less capacity to handle additional debt. The need for VL to execute on Fitch's base line scenario in order to create debt capacity supports the Negative Outlook. Asymmetric Additional Risk Considerations No asymmetric risks informed the rating assessment outcomes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A debt issuance or drop in unrestricted liquidity such that cash-to-adjusted debt is not expected to improve to above 20%; - Operating ratio rising to 100%, coupled with debt service coverage that is consistently under 1.4x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An Outlook revision back to Stable will require VL to have the capacity to absorb the potential Phase 3 Oak Bridge debt, with unrestricted liquidity stabilizing over 20% and debt service coverage above 1.5x, through Fitch's forward look; - Longer term, good cash flow leading to growth in unrestricted liquidity, such that cash-to-adjusted debt stabilizes at or above 50%. PROFILE VL is a Type 'A' LPC consisting of 336 ILUs, 38 private AL units, and a 60-bed skilled nursing facility. The community is located in Ponte Vedra Beach, FL, approximately 25 miles southeast of downtown Jacksonville. Historically, most residents had been on refundable entrance fee contracts, but VL has been transitioning to non-refundable contracts, and its associated refundable entrance fee liability has declined. VL recorded approximately $42.5 million in total operating revenue in fiscal 2023 (unaudited). The sole corporate member of VL is Life Care Pastoral Services (LCPS). There are no cross-obligations between VL and LCPS. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. LIFESCAN GLOBAL: Moody's Cuts CFR to Caa3 & First Lien Debt to B3 ----------------------------------------------------------------- Moody's Ratings downgraded LifeScan Global Corporation's ratings, including the Corporate Family Rating to Caa3 from Caa2 and the Probability of Default Rating to Caa3-PD from Caa2-PD. Moody's also downgraded the ratings of the backed senior secured 1st lien super priority revolving credit facility (expiring July 2024, July 2025 and Oct. 2026) to B3 from B1, the backed senior secured first lien term loan due Dec. 2026 to Caa3 from Caa1, the backed senior secured second lien term loan due March 2027 to Ca from Caa3. Concurrently, Moody's affirmed the rating of the backed senior secured term loan tranche due Oct. 2024 at Ca. The outlook is stable. The ratings downgrade incorporates Moody's views that LifeScan's liquidity will continue to decline in 2024, in part due to significant debt amortization requirements and maturities over the next 12-18 months. The downgrade also reflects Moody's expectations that the rapid pace of adoption of Continuous Glucose Monitoring (CGM) sensors will continue to negatively affect LifeScan's position in traditional blood glucose monitoring (BGM). Moody's does not ascribe any future earnings contributions from a possible CGM product launch from LifeScan, which remains under development. In FY2023, LifeScan's adjusted EBITDA declined by -21% (ex-FX), which significantly underperformed management's plan primarily due to BGM pricing pressure in the United States. Moody's believes LifeScan's current capital structure is increasingly unsustainable, and that the company is at an elevated risk of a liquidity shortfall over the next 12-18 months. To that end, the risk of a transaction that Moody's would view as a distressed exchange has increased. RATINGS RATIONALE LifeScan's Caa3 rating is constrained by Moody's expectations that the company's revenues will continue to decline for BGM products as volume and pricing will remain pressured. Moody's expects that CGM products -- a category where LifeScan is currently working with a partner on a possible product, but does not yet generate revenue -- will continue to gain share over time. LifeScan's rating also reflects the company's weak liquidity, including Moody's expectation that the company will generate negative cash flow over the next 12 to 18 months after required term loan amortization and debt maturities. LifeScan benefits from its leading market position in BGM products and its global presence with a majority of revenue generated outside North America. The prevalence of diabetes continues to grow, particularly in emerging markets, which is a partial offset for inroads by CGM products in developed markets. LifeScan has weak liquidity, with $77 million of cash, and $63 million available in its $125 million revolver, for a total of $140 million of liquidity as of December 31, 2023. Moody's expects that the company's liquidity cushion will continue to be pressured by declining earnings, mandatory amortization requirements (approximately $84 million annually), and debt maturities. The company has a covenant on its first lien credit facility to maintain minimum liquidity of at least $60 million, tested as of the last business day of each calendar month, subject to equity cure rights. This covenant is in addition to the financial covenant on the company's revolver, which is subject to a maximum consolidated first lien net leverage covenant of 4.9 times, if more than 35% of its revolving credit facility is utilized (tested at 2.9x as of December 31, 2023). On Moody's adjusted basis, the company's leverage is high with debt/EBITDA in the 7 times range; Moody's does not give EBITDA credit for a significant portion of credit agreement add-backs including business transformation expenses. LifeScan's CIS-5 indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. LifeScan has exposure to governance risks (G-5), driven by the company's aggressive financial policies under private equity ownership, including a transaction executed in May 2023 that Moody's considered to be a distressed exchange. The score also reflects exposure to social risks (S-3), primarily due to regulatory oversight of blood glucose products. The stable outlook reflects Moody's expectation that the company's liquidity will continue to decline over the next 12-18 months, and there is a heightened risk of default over the same time period. The B3 rating on the super priority revolving credit facility tranches reflects their senior position in the capital structure, such that these lenders would be repaid in full before any distributions to the other first lien lenders. The Ca rating on the second lien term loan and non-extended term loan reflects the subordinated ranking of these instruments in the payment waterfall with lower recovery prospects. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if liquidity improves, including increased cushion under the company's financial covenants. In addition, an improvement in the company's operating performance, including a stabilization of both revenues and margins, would also support an upgrade. Finally, demonstration of improved business diversification outside of BGM could also support an upgrade. Ratings could be downgraded if the company defaults or Moody's loss expectations to creditors increase. The principal methodology used in these ratings was Medical Products and Devices published in October 2023. Headquartered in Malvern, PA, LifeScan Global Corporation is a global manufacturer and distributor of BGM products including meters, testing strips, lancets, point of care testing systems and related monitoring software. Fiscal 2023 revenues were approximately $788 million. LifeScan, previously a division of Johnson & Johnson, was acquired by affiliates of Platinum Equity in October 2018. LIGHT AND WONDER: Moody's Ups CFR to Ba3 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings upgraded Light and Wonder International, Inc.'s Corporate Family Rating to Ba3 from B1 and Probability of Default Rating to Ba3-PD from B1-PD. The company's $750 million backed senior secured first lien revolving credit facility and $2.2 billion backed senior secured first lien term loan B1 were upgraded to Ba1 from Ba3, and its backed senior unsecured notes were upgraded to B2 from B3. The company's Speculative Grade Liquidity rating remains SGL-1 and the outlook changed to stable from postive. The upgrade of Light and Wonder's CFR to Ba3 reflects continued margin improvement and growth in EBITDA which has reduced leverage further. Moody's Ratings expects the company to maintain leverage below 4 times. The stable outlook reflects Moody's Ratings' expectation for continued growth and the company's very good liquidity, including cash balances, revolver availability, and lack of near-term maturities. Governance is considered a key driver of the rating action. Light and Wonder continues to operate within its publicly stated targeted net debt leverage range of 2.5x to 3.5x, currently at 3.1x (company calculations) compared to Moody's Ratings-adjusted debt/EBITDA of 3.9x. Light and Wonder's credit impact score was changed to CIS-3 from CIS-4 and its governance issuer profile score changed to G-3 from G-4. The change in its governance score to G-3 from G-4 reflects the company's continued deleveraging, as its operates in its publicly stated net leverage target range and its consistent track record. RATINGS RATIONALE Light and Wonder International, Inc.'s Ba3 CFR reflects the meaningful reduction in debt following the sale of the company's lottery and sports betting businesses, and continued reduction in leverage through EBITDA growth. Leverage is expected to continue to improve and be maintained below 4x. Positive consideration is given to the company's high level of annual recurring revenue, with a growing digital mix. The company is also well positioned to benefit from the growth of digital gaming products, as the market continues to expand and mature, including in iGaming and in casual games with SciPlay. The company currently owns a large portfolio of complementary gaming products and services, both digital and non-digital, that it can utilize and cross-sell globally among its various distribution platforms. Key credit concerns include exposure to replacement cycles for slot machines, with the company's new games and cabinets looking to help drive performance in the Gaming operating segment. Revenues are largely tied to the volume of gaming machine play and gaming machine sales, and there is risk as gaming is cyclical and dependent on discretionary consumer spending. The company can reduce spending on game development and capital expenditures when revenue weakens, but the need to retain a skilled workforce to maintain competitive technology contributes to high operating leverage. The company's speculative grade liquidity rating of SGL-1 reflects very good liquidity and sizable cash balance built in part through continued positive free cash flow. As of December 31, 2023, the company had cash and cash equivalents of $425 million and full availability on its $750 million revolving credit facility. Moody's Ratings anticipates the company will generate positive free cash flow over the next twelve months. The company's $750 million revolver is to be subject to a net first lien leverage ratio of 4.0x to be tested if revolver utilization is 30%. Moody's Ratings believes the company will maintain compliance with its covenants and that the revolver covenant will not be sprung or tested. The stable outlook considers Moody's Ratings' expectation for continued revenue growth over the next twelve months with margin expansion. The stable outlook also incorporates the company's very good liquidity and Moody's Ratings' expectation for debt-to-EBITDA leverage will continue to decline from current levels. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if debt-to-EBITDA is sustained below 3.5x, with solid top line revenue growth, very good liquidity, and a commitment to maintaining a conservative financial policy with low leverage levels. Additionally, consistent and meaningfully positive free cash flow while maintaining good reinvestment levels that generate solid returns could also result in an upgrade. Ratings could be downgraded if liquidity deteriorates, if Moody's Ratings anticipates the company's revenue or earnings to decline or there are reductions in discretionary consumer spending. Debt-to-EBITDA leverage sustained over 4.5x could result in a downgrade. Light and Wonder International, Inc. is a developer of technology-based products and services and associated content for worldwide gaming, social and digital gaming markets. Light & Wonder, Inc. is the publicly traded parent company of Light and Wonder International, Inc., the direct borrower of over $3.9 billion of rated debt. Consolidated revenue for the latest 12-month period ended December 31, 2023 was $2.9 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. LIVE NATION: Moody's Hikes CFR to Ba3 & Alters Outlook to Positive ------------------------------------------------------------------ Moody's Ratings upgraded Live Nation Entertainment, Inc.'s corporate family rating to Ba3 from B1, probability of default rating to Ba3-PD from B1-PD, senior secured bank credit facilities and senior secured notes ratings to Ba2 from Ba3, and senior unsecured notes ratings to B1 from B2. The company's speculative grade liquidity rating is unchanged at SGL-1. The outlook was changed to positive from stable. "The upgrade recognizes that healthy demand for live events will drive continued improvement in the company's financial results and credit metrics", said Peter Adu, a Moody's Ratings Vice President and Senior Credit Officer. RATINGS RATIONALE Live Nation's Ba3 CFR benefits from: (1) a large scale and strong market position, enhanced by established relationships with performing artists, which create substantial barriers to entry; (2) sustainable and predictable cash flow due to its established platform for concert promotions and ticketing; (3) material improvement in Debt/EBITDA post pandemic, supported by EBITDA growth, together with Moody's Ratings expectation that the metric will be sustained around 4x, barring material acquisitions (was 4.3x for 2023); (4) good long term growth prospects, especially in emerging markets where rising middle class incomes will drive increased consumption of live events; and (5) very good liquidity boosted by positive free cash flow generation. The rating is constrained by: (1) a business model that is tied to live events, which are discretionary and subject to material volatility as was experienced during the COVID-19 pandemic; (2) event risks such as new ticketing competitors and regulatory changes addressing the company's substantial market position or mandated consumer protection initiatives; and (3) governance risks stemming from its lack of a publicly articulated financial leverage target despite having an acquisition growth strategy. Live Nation has three classes of debt: (1) Ba2 rated senior secured credit facilities and senior secured notes; (2) B1 rated senior unsecured notes; and (3) unrated subordinated convertible notes. The Ba2 rating on Live Nation's secured debt is one notch above the CFR to reflect their preferential access to realization proceeds as well as loss absorption capacity provided by junior ranking unsecured notes and subordinated convertible notes. The Ba2 rating incorporates a one notch override because the security package is provided by domestic restricted subsidiaries and there is material value in the foreign subsidiaries that do not provide guarantees. The unsecured notes are rated B1, one notch below the CFR, to reflect the sizeable amount of secured debt ranking ahead of them. Live Nation will have very good liquidity (SGL-1) over the next 12 months to March 31, 2025, with sources approximating $4 billion while the company has $975 million of debt maturities in this time frame. Liquidity sources include unrestricted cash of $2.2 billion ($6.2 billion balance sheet cash less $1.5 billion in ticketing client cash and $2.5 billion in net event-related deferred revenue and accrued artist fees), about $1.1 billion of availability under its $1.3 billion revolving credit facility that expires in November 2028, and Moody's Ratings free cash flow estimate of about $700 million over the next 12 months. Moody's Ratings expects the company to remain in compliance with a 6.75x net leverage covenant, with a step down to 6.25x on March 31, 2025 (more than 30% cushion). Live Nation has limited ability to generate liquidity from asset sales. The outlook is positive because Moody's Ratings expects the company to continue to reduce financial leverage, demonstrate good operating performance and maintain very good liquidity over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company's operating fundamentals continue to improve, including growth in revenue and EBITDA while maintaining very good liquidity and sustaining Debt/EBITDA below 4x (4.3x for 2023) and EBITA/Interest above 4x (3.4x for 2023). The ratings could be downgraded if the company's growth strategy were challenged, evidenced by material revenue or EBITDA declines or if it sustains Debt/EBITDA above 5x (4.3x for 2023) and EBITA/Interest below 3x (3.4x for 2023). Weak liquidity, possibly due to negative free cash flow generation on a consistent basis could also cause a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Live Nation, headquartered in Beverly Hills, California, owns, operates and/or exclusively books venues and promotes live entertainment with operations in North America, Europe, Asia and South America. The company also operates a leading live entertainment ticketing and marketing company (Ticketmaster). LONE STAR: Seeks to Hire West & West Attorneys as Legal Counsel --------------------------------------------------------------- Lone Star Restaurant Group, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ West & West Attorneys at Law, P.C. as its legal counsel. The firm's services include: (a) advising the Debtor as to its powers and duties in the continued operation of its business and management of its properties during bankruptcy; (b) taking actions to preserve and protect the Debtor's assets; (c) preparing legal documents; (d) assisting the Debtor in the development, negotiation and confirmation of a plan of reorganization and the preparation of a disclosure statement; and (e) other necessary legal services. The firm will be paid at these rates: Dean W. Greer, Esq. $400 per hour Paralegals $100 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a retainer in the amount of $7,800. of which $1,738 was used to pay the bankruptcy filing fee, and $2,000 was used for pre-petition work. Dean Greer, Esq., a partner at West & West, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Dean W. Greer, Esq. WEST & WEST ATTORNEYS AT LAW, P.C. 2929 Mossrock, Ste. 204 San Antonio, TX 78230 Tel: (210) 342-7100 Fax: (210) 342-3633 Email: dean@dwgreerlaw.com About Lone Star Restaurant Group Lone Star Restaurant Group, LLC is a Texas limited liability company and is a Rusty Taco. It operates at 17026 Bulverde, Suite 112, San Antonio, Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Texas Case No. 24-50423) on March 18, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Andy Besing, managing member, signed the petition. Judge Craig A. Gargotta oversees the case. Dean W. Greer, Esq., at West & West Attorneys at Law, P.C., represents the Debtor as bankruptcy counsel. MAGNOLIA SENIOR LIVING: U.S. Trustee Appoints Melanie McNeil as PCO ------------------------------------------------------------------- Mary Ida Townson, the U.S. Trustee for Region 21, appointed Melanie McNeil as patient care ombudsman for Magnolia Senior Living, LLC. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Northern District of Georgia on March 21. To the best of her knowledge, Ms. McNeil has no connections with the company, creditors or any party involved in the company's Chapter 11 case except as set forth in her verified statement. The ombudsman may be reached at: Melanie S. McNeil State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman Division of Aging Services, Department of Human Services 47 Trinity Avenue, S.W., Room 1136 Atlanta, GA 30334 Tel: (404) 416-0211 About Magnolia Senior Living Magnolia Senior Living, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-52830) on March 19, 2024, with $1 million to $10 million in both assets and liabilities. Zhicong Chen, authorized agent, signed the petition. Judge Wendy L. Hagenau presides over the case. Cameron M. McCord, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. MAGNOLIA SENIOR: U.S. Trustee Appoints Melanie McNeil as PCO ------------------------------------------------------------ Mary Ida Townson, the U.S. Trustee for Region 21, appointed Melanie McNeil as patient care ombudsman for Magnolia Senior Living @SugarHill, LLC. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Northern District of Georgia on March 21. To the best of her knowledge, Ms. McNeil has no connections with the company, creditors or any party involved in the company's Chapter 11 case except as set forth in her verified statement. The ombudsman may be reached at: Melanie S. McNeil State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman Division of Aging Services, Department of Human Services 47 Trinity Avenue, S.W., Room 1136 Atlanta, GA 30334 Tel: (404) 416-0211 About Magnolia Senior Living @SugarHill Magnolia Senior Living @SugarHill, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-52814) on March 18, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Zhicong Chen, authorized agent, signed the petition. Cameron M. McCord, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. MATTEL INC: Egan-Jones Retains BB+ Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on April 8, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Mattel, Inc. Headquartered in El Segundo, California, Mattel, Inc. designs, manufactures, and markets a broad variety of children's toy products on a worldwide basis. MEDAILLE UNIVERSITY: S&P Lowers 2013/2018 Revenue Bonds Rating 'D' ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating on Buffalo & Erie County Industrial Land Development Corp., N.Y.'s series 2013 and series 2018 revenue bonds, issued for Medaille University, to 'D' from 'CCC'. "The downgrade reflects our assessment of missed interest payments on Medaille University's series 2013 and 2018 bonds on April 1, 2024," said S&P Global Ratings credit analyst Vicky Stavropoulos. Approximately $546,000 in interest on the series 2013 and 2018 bonds were due April 1, 2024. The formal notice to bondholders, published April 15, 2024, states the bond trustee has been working with the university to sell substantially all the university's assets to effectuate the wind-down of the university; taking into account the pending sale of the campus and associated property and the funds held by the bond trustee, the bond trustee did not make the April 1, 2024 interest payment on the Series 2013 or the Series 2018 bonds. MERCER INTERNATIONAL: Egan-Jones Cuts Sr. Unsecured Ratings to BB- ------------------------------------------------------------------ Egan-Jones Ratings Company, on April 2, 2024, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Mercer International, Inc. to BB- from BB. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Vancouver, Canada, Mercer International, Inc. owns and operates three modern pulp mills. METRO COURIER: Seeks to Hire Mark J. Lazzo as Legal Counsel ----------------------------------------------------------- Metro Courier, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Mark J. Lazzo, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include preparing a Chapter 11 plan, reviewing claims, negotiating with creditors, arranging sales, and filing adversary actions. Mark Lazzo, Esq., and Justin Balbierz, Esq., the firm's attorneys who will assist the Debtor in all aspects of its bankruptcy case, will charge $300 per hour and $275 per hour, respectively. As disclosed in court filings, the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark J. Lazzo, Esq. Mark J. Lazzo, P.A. 3500 N. Rock Road Bldg. 300, Suite B Wichita, KS 67226 Tel: (316) 263-6895 Email: mark@lazzolaw.com About Metro Courier, Inc. Metro Courier, Inc. owns and operates a courier business in Wichita, Kansas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 24-10263) on April 5, 2024. In the petition signed by Anita L. Vara, president, the Debtor disclosed up to $50,000 in both assets and liabilities. Mark J. Lazzo, Esq., at Mark J. Lazzo PA, represents the Debtor as legal counsel. MICHIGAN MEDICAL: Quality of Care Maintained, 3rd PCO Report Says ----------------------------------------------------------------- Erika Hart, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan her third report regarding the quality of patient care provided by Michigan Medical Group, P.C. On April 2, the PCO met with Dr. Najam Syed and Atty Ernest Hassan via video conference where Dr. Syed indicated that there have been no staffing or patient issues which have arisen since the time of the last meeting in February. Staffing appears stable despite the bankruptcy filing, and Michigan Medical Group's practice continues to grow, taking on new patients daily. The PCO found that insurance and all necessary licenses have been maintained. There have been no creditor and supplier issues which have affected patient care or operations. All patient records continue to be held securely through a common online portal. The PCO cited that Michigan Medical Group appears to continue to maintain the same quality of care post-petition as pre-petition. Monitoring will continue on regular intervals with future reporting to the court. A copy of the PCO report is available for free at https://urlcurt.com/u?l=NNFBrw from PacerMonitor.com. The ombudsman may be reached at: Erika D. Hart, Esq. The Taunt Law Firm 700 East Maple Road, Second Floor Birmingham, MI 48009 Phone: (248) 644-7800 Email: ehart@tauntlaw.com About Michigan Medical Group Organized in 2001, Michigan Medical Group, P.C. is a medical practice located in Taylor, Mich., that specializes in internal medicine. Its sole shareholder is Dr. Najam K. Syed. Michigan Medical Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-50240) on Nov. 22, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Najam Syed, president, signed the petition. Dr. Najam Syed also commenced a personal Chapter 11 bankruptcy case (Bankr. E.D. Mich. Case No.23-50241) on Nov. 22, 2023. Mr. Syed's case is jointly administered with Michigan Medical's. Judge Mark A. Randon oversees the cases. The Debtors are represented by Elliot G. Crowder, Esq., a practicing attorney in Canton, Mich. MIDLAND COGENERATION: Fitch Affirms BB+ Rating on $560MM Sec. Notes ------------------------------------------------------------------- Fitch Ratings has affirmed Midland Cogeneration Venture LP's (MCV) $560 million secured notes due March 2025 ($66 million outstanding) at 'BB+'. The Rating Outlook is Stable. RATING RATIONALE The rating reflects Midland Cogeneration Venture's (MCV) high proportion of contracted revenues under a power purchase agreement (PPA) with Consumers Energy Co. (Consumers; A-/Stable) and Corteva Inc. (A/Stable), which mitigate price risk. MCV's operational risk is moderate, reflecting a stable operating history supported by a strong long-term service agreement (LTSA) and significant equipment redundancy somewhat offset by mild cost variability. Additionally, MCV is able to generate merchant cash flows, which are fully excluded from Fitch cases, but could provide additional cash flow support for repayment of debt. The MCV's unique operational redundancy provides resilience not typical of most thermal power plants. Rating case debt service coverage ratio (DSCR) until debt maturity in March 2025 is 1.3x. KEY RATING DRIVERS Operation Risk - Midrange Significant Redundancy and Stable Operations: MCV self-performs operations, though planned operation and maintenance (O&M) and major maintenance costs are adequately covered under the LTSA with General Electric (BBB+/Stable) beyond the debt's final maturity. MCV benefits from a high degree of equipment redundancy and excess capacity, which has allowed for strong historical PPA availability in excess of 99% and stable operations. The absence of dedicated O&M and major maintenance reserves is largely mitigated by coverage provided under the LTSA, liquidity from the working capital facility, and issuer-funded General Reserve and flexibility in capital spend. Supply Risk - Stronger Fully Contracted Supply: The Stronger assessment reflects the recent extension of MCV's natural gas fuel contract with Shell Energy that covers the remainder of the rated debt term, MCV's demonstrated track record of meeting fuel supply requirements dating back to 1990, and the nature of the abundance of the resource and substitute fuel suppliers. Price risk is mitigated by pass-through of fuel costs via MCV's off-take agreements, with any remaining exposure mostly hedged with forward contracts. Revenue Risk - Midrange Contracted Revenues: Over the rated debt term, over 85% of MCV's revenues are earned through PPAs with Consumers (about 77%) and Corteva Inc. (about 8%) that include fixed-price with a broad indexation to costs, and low risk of performance penalties or early termination. Cash flows are moderately sensitive to dispatch levels as the additional energy margins generated provide additional cash flow cushion for debt repayment. Debt Structure - 1 - Midrange Conventional Debt Structure: MCV's rated debt structure consists of senior, fully amortizing, fixed-rate debt. Bondholders benefit from a backward-looking equity distribution DSCR test of 1.20x as well as leverage limitations, which provide adequate liquidity. MCV also has a six-month debt service reserve funded with a letter of credit. Financial Profile Fitch's DSCR calculation excludes the General Reserve from the cash flow calculations. Fitch calculated a rating case DSCR of 1.31x for 2024. DSCR at debt maturity on March 2025 is 1.30x based on trailing six months of cash flow. An additional rating case scenario including projected merchant cash flows for generation above 1,240MW results in a 2024 DSCR of 1.37x, a six-basis point improvement. MCV's level of operational flexibility is unique and provides cushion to withstand temporary periods of underperformance. PEER GROUP The rating is comparable to other thermal projects, which may have slightly higher coverages but lack the level of operational flexibility of MCV. Lower rated peers typically show weaker rating case coverages with less cushion to withstand operational and/or financial underperformance. Higher rated peers typically benefit from stronger rating case coverages supported by fixed capacity payments alone as sufficient to cover both operating costs and debt service with ample cushion remaining. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Increase in costs and/or material declines in emission allowance prices without any offsetting factors that would lead to Fitch-calculated DSCRs falling below rating case expectations. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The project's rating is unlikely to be upgraded given the remaining time to maturity on the rated debt. CREDIT UPDATE MCV achieved another year of solid performance with PPA availability of 99.8%, consistent with its historical track record and higher than expected generation. Plant capacity factors continue to be higher than budgeted at 69.3% driven by stronger dispatch. Record setting NOx emission allowance prices seen during 2022 have come down significantly due to higher than anticipated allowance supply. The market value of emission allowances is included in cost of production (COP) that is directly passed through under the PPA. As such, with lower COP passed to offtakers alongside lower delivered gas prices, the plant was able to continue generating overnight. Keeping units running overnight is economical as compared to high costs of starts and for overall maintenance and upkeep. Since Capital Power Corporation and Manulife Investment Management's acquisition in September 2022, integration activities have been underway and are almost complete across business and plant systems, policies and procedures and transition of employees. Some positive expense savings were realized across insurance, shared corporate overhead and administrative services in 2023. Expanded scope on the plant's 5 MW diesel generator capex and an additional IT project led to slightly higher than budgeted capital expenditures. There were a few exciter failures and a blade liberation at the plant which led pulling of the scheduled C-inspections forward, also contributing to higher capex in 2023. The plant was able to minimize any supply-chain disruptions for parts by placing orders ahead of time. The diesel generator project has been completed and associated black start revenues under a Federal Energy Regulatory Commission (FERC) tariff is expected to commence in Q2 2024. Fitch-calculated DSCR of 1.53x in 2023, excluding the general reserve funds, was slightly lower than base case expectation of 1.58x. When including the general reserve, the DSCR was 1.56x. While Fitch does not include merchant sales in its cases due to pricing volatility of this revenue stream, MCV has continued to realize positive margins from merchant sales. Merchant revenues are expected to provide a 0.06x uplift to coverages in Fitch cases. FINANCIAL ANALYSIS Fitch's base and rating case assume an average availability of 98.8%, a SEPA load of 46 MW, a 30% reduction to projected ancillary and arbitrage revenues, and exclusion of merchant sales. Both cases are adjusted for the loss of reactive power revenues from FERC's 2022 decision. The base case assumes inflationary cost growth and a heat rate in line with historical averages. Fitch's base case DSCRs are 1.34x for 2024. 2025 only has a one quarter period before debt maturity and is expected to be fully reserved for under existing waterfall conditions that require continued funding either through cash deposits or pledged letter of credit to the restricted debt service account. When accounting for cash flow from October 2024 to debt maturity on March 2025, base case DSCR for 2025 during this six-month period is 1.33x. Fitch's rating case assumes a 5% higher cost profile, 1% increase to the heat rate. Under the rating case, DSCRs are 1.31x in 2024 and 1.30x in 2025 (when accounting for cash flow from October 2024). MCV has a high level of equipment redundancy to withstand temporary operational issues that may arise. Management indicates that two to three gas turbines can be down at a time depending on the season while still continuing to maintain 100% PPA availability. Merchant capacity and energy cash flows provide on an additional cushion of roughly 0.06x to 2024 coverage that have not been incorporated in its cases. Historically, MCV has shown the ability to generate some level of merchant cash flows to further support repayment of debt. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Midland Cogeneration Venture Limited Partnership Midland Cogeneration Venture Limited Partnership/Project Revenues & Assets – First Lien/1 LT LT BB+ Affirmed BB+ MIDWEST PHYSICIAN: Moody's Cuts CFR & First Lien Loans to 'Caa1' ---------------------------------------------------------------- Moody's Ratings downgraded the ratings of Midwest Physician Admin Svcs, LLC's (a core operating company of DMG Practice Management Solutions, LLC, referred to herein as "Duly") including the Corporate Family Rating Caa1 from B3 and the Probability of Default Rating to Caa1-PD from B3-PD. Moody's Ratings also downgraded the rating of Duly's senior secured first lien bank credit facilities to Caa1 from B3. The outlook is stable. The downgrade of Duly's ratings reflects deteriorating operating performance, and very high leverage, 7.8x for the LTM ended September 30, 2023. Leverage has only improved modestly from approximately 8.3x at the end of March 31, 2023 and Moody's Ratings expects leverage to remain elevated in the next 12-18 months. The primary drivers for the spike in financial leverage were a surge in operating expenses including higher medical claims costs associated with the capitated plans. While labor pressures have improved, Duly has not been able to reduce its costs in order to prevent additional margin contraction. Duly has increased its reliance on capitated plans over the past year. There has been higher utilization sector wide, which has pressured margins. Further, Moody's Ratings expects Duly to maintain weak liquidity with negative free cash flow generation and some dependency on external sources including the revolving credit facility. Governance considerations are material to the rating action. Financial policy and risk management have contributed to the company's high financial leverage and ability to withstand the sector's headwinds. Previously, Duly has not invested in their infrastructure to support their growth initiatives. The company has been investing in their revenue cycle management solutions and other IT infrastructure programs including EPIC migration to improve operations, but the higher capital investments have contributed to the draw on cash, contributing to the company's weak liquidity. The stable outlook reflects Moody's Ratings expectation that financial leverage will remain elevated but moderately decline as the company focuses on its profit improvement initiatives. RATINGS RATIONALE Duly's Caa1 CFR reflects Moody's Ratings expectations that the company's leverage will remain elevated over 7.0x for the next 12-18 months. The company's adjusted debt/EBITDA per Moody's Ratings calculations, was approximately 7.8x LTM September 30, 2023, down from 8.3x at the end of March 31, 2023. Higher financial leverage was due to a surge in operating expenses including higher medical claims costs associated with capitated plans. Moody's Ratings expects leverage will improve only modestly by the end of 2024 with mid-single digit revenue growth and Duly will benefit from its profit improvement initiatives. Duly will also benefit from its re-negotiated contracts with payors. The Caa1 rating also reflects the risks associated with the company's high degree of geographic concentration given the operations are primarily located in the greater Chicago, IL area. Duly benefits from the company's multi-specialty business model which provides patients with a broad range of primary and specialist care in an integrated setting. The company has meaningful scale in its markets and has successfully executed an organic and acquisition-led growth strategy. Moody's Ratings anticipates that Duly will maintain weak liquidity over the next 12-18 months. The company has $25 million of cash and cash equivalents and $70 million of availability on the $100 million revolving credit facility as of September 30, 2023. Duly has some interest rate swaps in place, but they do not cover all the floating rate debt. Duly also has $150 million A/R securitization facility that expires in October 2025, which it will need to repay or refinance at that time. There was $100 million drawn at the end of September 30, 2023 on the facility. Moody's Ratings forecasts Duly will continue to burn cash in 2024 and rely on its external sources. The revolver contains a maximum 7.2x first lien net leverage ratio covenant that is tested when borrowing exceeds 30% of the commitment. Moody's Ratings believes the company will maintain adequate covenant cushions. The senior secured first lien term loan and revolving credit facility are rated Caa1, in line with the Caa1 Corporate Family Rating. This reflects the fact that the first lien bank credit facilities comprise a preponderance of debt in the capital structure. The senior secured first lien bank credit facilities have guarantees from all wholly-owned material domestic restricted subsidiaries. Duly's CIS-5 score indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. Primary drivers of the CIS-5 include governance risks (G-5, previously G-4), driven by the company's aggressive financial policies and high financial leverage. The score also reflects exposure to social risks (S-4), most notably, risks related to demographic and societal trends such as the rising concerns around the access and affordability of healthcare services. The company is also exposed to labor pressures including wage inflation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company improves its operating performance and profitability including margin stabilization. Improvement in liquidity such that there is consistent positive free cash flow generation would support an upgrade. Quantitatively, the ratings could be upgraded if adjusted debt/EBITDA is sustained below 6.5x. The ratings could be downgraded if any unexpected operating setback materially weakens Duly's earnings or if liquidity further deteriorates, including inability to address the expiration of the A/R securitization facility. Additionally, ratings could be downgraded if financial policies become more aggressive, including pursuing another shareholder dividend or a large debt funded acquisition. Duly is a large, independent multi-specialty physician group with approximately 1,000 physicians based in over 150 locations in Illinois, Indiana, Iowa and Missouri. The company, through its clinical entities, handles over 2 million patient encounters annually. The company generated around $2.5 billion of revenue LTM September 30, 2023. The company is owned by affiliates of Ares Management L.P., management and physicians of the company. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. MINIM INC: Reports $17.6 Million Net Loss in 2023 ------------------------------------------------- Minim, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $17.63 million on $26.11 million of net sales for the year ended Dec. 31, 2023, compared to a net loss of $15.55 million on $50.62 million of net sales for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $12.36 million in total assets, $12.24 million in total liabilities, and $115,917 in total stockholders' equity. Boston, Massachusetts-based RSM US LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 12, 2024, citing that the Company suffered recurring losses and negative cash flows from operations and needed additional funding within the next twelve months. This raised substantial doubt about the Company's ability to continue as a going concern. Minim said, "At December 31, 2023, we believe our current cash and cash equivalents may not be sufficient to fund working capital requirements, capital expenditures and operations during the next twelve months. Our ability to continue as a going concern will depend on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce or contain expenditures and increase revenues. Based on these factors, management determined that there is substantial doubt regarding our ability to continue as a going concern. The Company will continue to monitor its costs in relation to its sales and adjust accordingly." "Our future liquidity and capital requirements will be influenced by numerous factors, including the extent and duration of any future operating losses, the level and timing of future sales and expenditures, the results and scope of ongoing research and product development programs, working capital required to support our sales growth, funds required to service our debt, the receipt of and time required to obtain regulatory clearances and approvals, our sales and marketing programs, our need for infrastructure to support our sales growth, the continuing acceptance of our products in the marketplace, competing technologies and changes in the market and regulatory environment." "Our ability to fund our longer-term cash needs is subject to various risks, many of which are beyond our control...Should we require additional funding, such as additional capital investments, we may need to raise the required additional funds through bank borrowings or public or private sales of debt or equity securities. We cannot assure that such funding will be available in needed quantities or on terms favorable to us, if at all." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1467761/000182912624002449/miniminc_10k.htm About Minim Inc. Minim was founded in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections. Headquartered in Manchester, New Hampshire, Minim holds the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax adapters and mesh home networking devices. MOHAWK DRIVE: Hires K&G Realty Services as Real Estate Broker ------------------------------------------------------------- Mohawk Drive Corp. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire K&G Realty Services, LLC as its real estate broker. The firm will assist the Debtor with leasing/renting of warehouse and office space at the Debtor's property located at 25 Mohawk Drive, Leominster, Massachusetts. The broker has agreed to a broker fee equal to one month's rent and not less than $5,000 for each warehouse and office space leased. Karissa Moore, a broker with K&G Realty Services, assured the court that her firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The realtor can be reached through: Karissa Moore K&G Realty Services, LLC 15 N Main St. Templeton, MA 01468 Telephone: (978) 407-3054 Email: Karissa@KGPros.com About Mohawk Drive Corp. Mohawk Drive Corp. owns the real property located at 25 Mohawk Drive, Leominster, MA having a current value of $6 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-40250) on March 15, 2024. In the petition signed by Kevin Crowley, treasurer, the Debtor disclosed $6,522,513 in assets and $1,664,799 in liabilities. Michael B. Feinman, Esq., at Feinman Law Office, represents the Debtor as bankruptcy counsel. MP PPH: Plan Exclusivity Period Extended to June 26 --------------------------------------------------- Judge Elizabeth L. Gunn of the U.S. Bankruptcy Court for the District of Columbia extended MP PPH LLC's exclusive period to file a plan of reorganization to June 26, 2024. As shared by Troubled Company Reporter, the Debtor owns a 100 percent fee simple interest in a 674-unit market rate multifamily apartment complex located in the 2300 block of Good Hope Road SE known as "Marbury Plaza" (the "Property"). The Debtor rents apartments to low income tenants, many of whom receive housing subsidies through various federal and state voucher programs. The Debtor is pursuing a sale of the Property. The realtors retained by the Debtor employed a robust marketing campaign for the Property. The Debtor explains that it is engaged in an active sales process and requires additional time to procure an offer. The Debtor was in the process of implementing the Compromise Order in the Superior Court and has just obtained the Receivership Order on February 7, 2024. These disputes with the District required unexpected litigation that delayed the sales and reorganization process. Moreover, the specifics of the Debtor's plan of reorganization depend heavily on the details of the purchase agreement procured for the Property. The Debtor is nearing a deal, following a Letter of Intent from a potential buyer who, upon discovering the Property's rent control issues, required further due diligence. Meanwhile, the Debtor continues to market the Property and engage with other interested parties. This diligent pursuit of a valuable agreement underpins the request of more time to develop a viable plan of reorganization. MP PPH LLC is represented by: Marc E. Albert, Esq. Tracey M. Ohm, Esq. Joshua W. Cox, Esq. Ruiqiao Wen, Esq. STINSON LLP 1775 Pennsylvania Ave., N.W., Suite 800 Washington, DC 20006 Tel: (202) 785-9100 Fax: (202) 572-9943 Email: marc.albert@stinson.com Email: tracey.ohm@stinson.com Email: joshua.cox@stinson.com Email: ruiqiao.wen@stinson.com About MP PPH LLC MP PPH, LLC filed a Chapter 11 petition (Bankr. D.C. Case No. 23-00246) on Aug. 31, 2023, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Michael A. Abreu, vice president of operations, signed the petition. Judge Elizabeth L. Gunn oversees the case. The Debtor tapped Marc E. Albert, Esq., at Stinson LLP as bankruptcy counsel; Lewis Brisbois Bisgaard & Smith, LLP and NixonPeabody, LLP as special counsels; and Noble Realty Advisors, LLC, as property manager. MURPHY OIL: Fitch Alters Outlook on 'BB+' LongTerm IDR to Positive ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of Murphy Oil Corporation (Murphy) at 'BB+'. Fitch has also affirmed the instrument-level ratings of 'BB+'/'RR4' to the company's Senior Unsecured Guaranteed Revolver and senior unsecured notes. The Rating Outlook has been revised to Positive from Stable. Murphy's ratings reflect an increased management focus on debt reduction and FCF generation, leading to debt declining by USD1.7 billion since YE 2020, its strong credit metrics, abundant liquidity and solid maturity profile. These considerations are balanced by the significant environmental remediation costs of operating in the Gulf of Mexico (GOM) compared with U.S. onshore peers, execution risk in new developments, dependence on GOM output for the majority of revenue, minimal hedge book and the need to grow and develop core U.S. onshore and offshore assets. The Positive Outlook reflects clear visibility into significant gross debt reduction by Murphy resulting in materially improved credit metrics alongside increased production from offshore development opportunities in the medium term. KEY RATING DRIVERS Capital Allocation Priorities: Fitch believes Murphy's debt reduction target of $300 million in 2024 is achievable under Fitch's current oil and gas price assumptions. Under its projections, Murphy's total debt will decline to around $1 billion in 2024. Currently, Murphy allocates 75% of FCF to debt reduction with 25% to shareholder returns. As part of Murphy's "3.0" allocation strategy, the company plans to allocate a minimum 50% of its FCF after dividends to share repurchases and potential dividend hikes once its long-term debt reaches approximately $1.0 billion. While the future allocation strategy prioritizes shareholder returns, significant debt reduction since 2020 has improved credit metrics resulting in a stronger capital structure. GOM Remains a Core Driver: Fitch expects offshore Gulf of Mexico to remain a core part of Murphy's portfolio and primary driver of future earnings given its outsized production share and strong liquids mix. Murphy will execute on several near-term tieback wells and workover spending in the Gulf and will likely aim to keep production relatively flat as offshore opportunities in other regions such as Vietnam and Cote d'Ivoire are actively worked on. Fitch expects flat to low single digit production growth in this region though Murphy retains offshore inventory in the GOM much of which is expected to have a breakeven oil price of less than USD35/bbl and will continue to execute on these opportunities. Tupper Montney Optionality: Murphy's Canadian dry gas production continues to increase with gas production up 21% in 2022 and a further 19% in 2023. Murphy is expected to focus in this region given favorable well economics with drilling locations facing breakeven pricing of USD1.65 or lower assuming a 10% rate of return. Fixed price derivatives (priced at CAD2.39/mcf and USD1.98/mcf, or USD1.77/mcf and USD1.98/mcf at Fitch's 1.35 USDCAD exchange rate assumption) covering about 40% of 2024 volumes are in place. The remaining volumes will face spot AECO pricing or will access pipeline capacity connections to diversified pricing points that typically offer at least a modest improvement over AECO pricing. Currently, Murphy has no hedges in place for 2025 and beyond which increases the company's exposure to AECO which Fitch views as disadvantaged relative to Henry Hub pricing. A positive factor which may benefit generic basin economics is the LNG Canada liquefaction project which is on track to export up to 1.9 Bcf/d of LNG from the basin and is expected to commence operations in mid-2025. Offshore Development Opportunity: Murphy's production levels currently sit at the lower end of Fitch's investment-grade oil and gas portfolio, which is a key credit driver of the rating. Fitch would view visibility to increased production in line with the company's capital allocation strategy as a driver towards positive momentum of the rating with first oil in Vietnam expected in 2026. The recent approval of the Lac Da Vang project in Vietnam, coupled with other exploration initiatives and the revival of the Terra Nova field, may enable Murphy to reach higher production throughout the rating horizon. Specifically, Lac Da Vang has the potential to add 10 to 15 thousand barrels of oil equivalent per day (mboe/d) based on Brent pricing which would also serve to diversify Murphy's offshore exposure beyond the Gulf of Mexico. While the development carries risks of execution and cost overruns, existing infrastructure in the region may alleviate some of these risks. Potential Regulatory Considerations: Similar to other offshore peers, Murphy's remediation obligations remain high due to its GOM exposure. Asset retirement obligations (AROs) as of Dec. 31, 2023 totaled $914 million. Other regulatory risks include downtime risk from storms and related environmental activity. Changes in the regulatory environment around federal lease sales have had minimal impact on Murphy's operations in the Gulf of Mexico. The Biden administration's announcement, in January 2021, of a temporary moratorium on the leasing of new oil and natural gas on federal land and waters did not affect work and permitting on existing leases. The administration later reversed course with a lease sale in November 2022. GOM lease sales went ahead in late 2023 and a proposed five-year sale program starting 2024 only covers three sales until 2029. It is important to note that the majority of Murphy's activity in the GOM is focused on development and production which are least exposed to this risk. DERIVATION SUMMARY Murphy's gross production of ~193,000 barrels of oil equivalent per day (boe/d) as of Dec. 31, 2023 is at the low end of the range of most investment-grade issuers and high 'BB' issuers, such as Occidental Petroleum (BBB-/Stable; 1,222 mboe/d), Southwestern Energy Company (BB+/RWP; 762 mboe/d), APA Corporation (BBB-/Stable; 405 mboe/d), Ovintiv Inc. (BBB-/Stable; 566 mboe/d), Hess Corp. (BBB/RWP; 394 mboe/d), and Marathon Oil Corporation (BBB-/Positive; 405 mboe/d). Murphy's levered netbacks are toward the high end of its investment-grade and high 'BB' peers'. Murphy's Fitch-calculated netback of USD30.4/bbl for Dec. 31, 2023 compared with Occidental (USD26.7/bbl), APA (USD32.1/bbl), Ovintiv (USD20.9/bbl), Hess (USD28.9/bbl), and Marathon (USD26.5/bbl). Murphy's leverage metrics improved in 2022 and still further in 2023 due to improved commodity prices and the use of FCF for debt paydown. Murphy's approximately USD914 million of asset retirement obligations are significant and larger than comparable onshore peers given the offshore exposure. The obligations are lower than Occidental (USD3,882 million), APA (USD2,438 million) and Hess (USD1,346 million), but significantly higher than onshore peers, such as Ovintiv (USD330 million), and Marathon (USD326 million). KEY ASSUMPTIONS - West Texas Intermediate oil prices of USD75/bbl in 2024, USD65/bbl in 2025, USD60/bbl in 2026 and USD60/bbl in 2027; - Henry Hub natural gas prices of USD2.5/mcf in 2024, USD3.00/mcf in 2025, USD3.00/mcf in 2026 and USD2.75/mcf in 2027; - Neutral to negative production growth in 2024 and mid-single-digit increases in later years; - Fitch assumes a gradual contribution from Vietnam production in later years of its rating case; - Capex of USD1.0 billion in 2024, stepping up to USD1.1 billion after; - Dividends increase to USD186 million in 2024 and thereafter; - Debt payment of USD300 million in 2024; in 2024 and beyond at least 50% of FCF is allocated to stock buybacks or dividend increases in line with Murphy's 3.0 capital allocation policy. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Increasing net production above 200,000 barrels of oil equivalent per day while maintaining reserve life; - Sustained reduction of gross debt to below USD1 billion; - Continued clear and conservative capital-allocation and financial policy that demonstrates capex, shareholder return and M&A discipline; - Gross mid-cycle EBITDA leverage below 2.0x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Midcycle debt greater than 2.5x and EBITDA sustained below USD1 billion; - A change in financial policy that results in material weaker credit metrics; - Major operational issue or loss of momentum across key plays, or failure to maintain adequate drilling inventory; - Deviation from management's stated policy of no more than 10% of the capital budget in exploratory projects. LIQUIDITY AND DEBT STRUCTURE Ample Liquidity: As of Dec. 31, 2023, Murphy has $317 million in readily available cash on its balance sheet alongside an undrawn $800 million revolving credit facility. Under Fitch's base case price assumptions Fitch expects Murphy's liquidity to be ample with strong FCF generation. Based on Murphy's 3.0 capital allocation framework, Murphy will likely pay down ~$300 million of debt in 2024 and reach its approximate $1.0 billion debt target. Under stressed pricing, Murphy's revolving credit facility benefits from having no borrowing base and will leave additional room for Murphy to cut Capex without losing a material part of committed liquidity. ISSUER PROFILE Murphy Oil Corporation (Murphy) is a global oil and natural gas exploration and production company. The company primarily operates in The Gulf of Mexico, Canadian Onshore and the U.S. Onshore. Murphy had total proved reserves of 724 MMBoe as of Dec. 31, 2023. ESG CONSIDERATIONS Murphy has an ESG Relevance Score of '4' for Waste & Hazardous Materials Management/Ecological Impacts, due to the enterprise-wide solvency risks that an offshore oil spill poses for an E&P company. This factor has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Murphy Oil Corporation LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ guaranteed LT BB+ Affirmed RR4 BB+ NEWELL BRANDS: Egan-Jones Hikes Senior Unsecured Ratings to B+ -------------------------------------------------------------- Egan-Jones Ratings Company, on April 3, 2024, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Newell Brands, Inc. to B+ from BB-. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Atlanta, Georgia, Newell Brands, Inc. retails consumer products. NEWPARK RESOURCES: Egan-Jones Retains B- Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on April 9, 2024, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Newpark Resources, Inc. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in The Woodlands, Texas, Newpark Resources, Inc. provides environmental services to the oil and gas exploration and production industry, primarily in the Gulf Coast market. NOEL RUIZ NURSERY: Aleida Molina Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 21 appointed Aleida Martinez Molina, Esq., as Subchapter V trustee for Noel Ruiz Nursery, Inc. Ms. Molina 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. Molina declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Aleida Martinez Molina, Esq. 2121 NW 2nd Avenue, Suite 201 Miami, FL 33127 Telephone: (305) 297-1878 Email: Martinez@subv-trustee.com About Noel Ruiz Nursery Noel Ruiz Nursery, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-13317) on April 5, 2024, with $1 million to $10 million in both assets and liabilities. Arelys Tarraza, vice-president, signed the petition. Judge Laurel M. Isicoff presides over the case. Gary M. Murphree, Esq., at AM Law, LLC represents the Debtor as bankruptcy counsel. NTHRIVE INC: Audax Marks $980,000 Loan at 20% Discount ------------------------------------------------------ Audax Credit BDC, Inc., has marked its $982,500 loan extended to nThrive to market at $785,509 or 80% of the outstanding amount, as of Dec. 31, 2023, according to a disclosure contained in Audax's Form 10-K report for the fiscal year ended Dec. 31, 2023, filed with the Securities and Exchange Commission. Audax is a participant in a Senior Secured Initial Term Loan (First Lien) to nThrive. The loan accrues interest at a rate of 9.33% (S+4%) per annum. The loan matures on Dec. 17, 2028. Audax is a Delaware corporation that was formed in January 2015. Audax is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, it has elected to be treated for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Audax's fiscal year ends Dec. 31. Audax is led by Michael P. McGonigle, Chairman of the Board of Directors, President, and Chief Executive Officer; and Richard T. Joseph, Chief Financial Officer and Treasure. Audax can be reached at: AUDAX CREDIT BDC, INC. 101 Huntington Avenue Boston, MA 02199 Tel: (617) 859-1500 nThrive Inc. is a provider of revenue cycle management software and related outsourced services for the healthcare industry. NUMBER HOLDINGS: Dollar Tree to Benefit from 99 Cents Bankruptcy ---------------------------------------------------------------- Matthew Griffin of Bloomberg Law reports that Dollar Tree stands to gain the most from 99 Cents Only Stores winding down its business as the chains have strong customer overlap and operate stores in the same areas, according to Jefferies analyst Corey Tarlowe. Almost all of the closing 99 Cent Only locations have a Dollar Tree store within five miles, more than Family Dollar, Five Below and Dollar General locations, the analyst wrote in a note to clients on Thursday, April 11, 2024. Dollar General could benefit given its plan to open 800 stores in 2024, according to the analyst. About Number Holdings Founded in 1982, 99 Cents Only Stores LLC -- http://www.99only.com/ -- operate over 370 "extreme value" retail stores in California, Arizona, Nevada and Texas under the business names "99¢ Only Stores" and "The 99 Store." The Company offers its customers a wide array of quality products -- from everyday household items, to fresh produce, deli, and other grocery items, to an assortment of seasonal and party merchandise -- many of which are still priced at or below 99.99 cents. The Company's stores are primarily located in urban areas and underserved communities, many of which lack close access to traditional grocery stores. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10719) on April 7, 2024. In the petition signed by Christopher J. Wells, as chief restructuring officer, the Debtor disclosed up to $10 billion in both assets and liabilities. Judge Kate Stickles oversees the case. The Debtors tapped Milbank LLP as general bankruptcy counsel, Morris, Nichols, Arsht & Tunnel LLP as Delaware bankruptcy counsel, Jefferies LLC as investment banker, Alvarez & Marsal North America, LLC as financial advisor, Hilco Merchant Resources, LLC and Hilco Real Estate, LLC as retail consultant and real estate consultant, and Kroll Restructuring Administration LLC as claims and noticing agent. NXT ENERGY: MNP LLP Raises Going Concern Doubt ---------------------------------------------- NXT Energy Solutions Inc. filed with the U.S. Securities and Exchange Commission its Audited Consolidated Financial Statements on Form 6-K disclosing a net loss of C$5.45 million for the year ended December 31, 2023, compared to a net loss of C$6.73 million for the year ended December 31, 2022. As of December 31, 2023, the Company had C$15.18 million in total assets, C$6.64 million in total liabilities, and C$8.55 million in total shareholders' equity. Calgary, Canada-based MNP LLP., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 27, 2024, citing that the Company's current cash position is not expected to be sufficient to meet the Company's obligations and planned operations for a year beyond the date of auditor's report, unless additional financing is obtained or new revenue contracts are completed. This raises substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's report filed on Form 6-K is available at https://tinyurl.com/ee53rfum About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. ODESSA'S FOSTER: Hires Harris Shelton Hanover as Legal Counsel -------------------------------------------------------------- Odessa's Foster Care Homes, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to hire Harris Shelton Hanover Walsh, PLLC as its counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties as Debtor-in-Possession in the management of its property; b. assisting the Debtor in the preparation of its statement of financial affairs, schedules, statement of executory contracts and unexpired leases, and any papers or pleadings, or any amendments thereto that the Debtor is required to file in this case; c. representing the Debtor in any proceeding that is instituted to reclaim property or obtain relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or that seeks the turnover or recovery of property; d. providing assistance, advice and representation concerning the formulation, negotiation and confirmation of a Plan of Reorganization, and accompanying ancillary documents; e. providing assistance, advice and representation concerning any investigation of the assets, liabilities and financial condition of the Debtor that may be required; f. representing Debtor at hearings or matters pertaining to affairs as Debtor-In-Possession; g. prosecuting and defending litigation matters and such other matters that might arise during and related to this Chapter 11 case; h. providing counseling and representation with respect to the assumption or rejection of executory contracts and leases and other bankruptcy-related matters arising from this case other than as set forth below; i. representing the Debtor in matters that may arise in connection with its business operations, its financial and legal affairs, its dealings with creditors and other parties-in-interest and any other matters, which may arise during the bankruptcy case; j. rendering advice with respect to the myriad of general corporate and litigation issues relating to this case; and k. performing such other legal services as may be necessary and appropriate for the efficient and economical administration of these Chapter 11 cases. The firm will be paid at these rates: Steven N. Douglass $450 per hour Other Senior Members $400 per hour Junior Members $325 per hour Associates $175 per hour Paraprofessionals $75 per hour The firm will be paid a retainer in the amount of $2,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steve Douglass, Esq., a partner at Harris Shelton Hanover Walsh, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven N. Douglass, Esq. Harris Shelton Hanover Walsh, PLLC 40 S. Main Street, Suite 2210 Memphis, TN 38103-2555 Phone: (901) 525-1455 Email: snd@harrisshelton.com About Odessa's Foster Care Homes Odessa's Foster Care Homes, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 24-20985) on March 4, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Jennie D. Latta presides over the case. Steven N. Douglass, Esq., at Harris Shelton Hanover & Walsh, PLLC represents the Debtor as legal counsel. ONBE INC: Moody's Affirms 'B2' CFR, Outlook Remains Stable ---------------------------------------------------------- Moody's Ratings affirmed the ratings of Onbe, Inc., including its B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 Senior Secured 1st Lien Bank Credit Facilities (Term Loan and Revolver). The outlook remains stable. The stable outlook reflects expectations that Onbe will grow approximately 10% in FY 2024 and maintain healthy margins and sufficient liquidity. RATINGS RATIONALE Onbe's B2 CFR reflects modest leverage, solid cash flow generation, and healthy growth prospects, balanced by high customer concentration, with the top 10 customers accounting for approximately 60% of revenue. Also, the G-4 Governance Issuer Profile Score is characterized by a concentrated ownership structure, comfort with high leverage metrics in the past—with debt-to-EBITDA (Moody's Ratings adjusted) at close to 5.5x at the time of the initial investment by controlling sponsor Centerbridge Partners--and the potential that debt-funded acquisitions and/or dividends may increase leverage. Excluding debt-funded actions, Moody's Ratings expects debt-to-EBTIDA to reach approximately 2x at fiscal year ending December 31, 2024, and free-cash-flow-to-debt to approach 20%, both supported by healthy EBITDA margins of around 47% and revenue growth of about 10% in 2024, with debt being reduced by term loan amortization of 5% per annum. Liquidity is very good and is supported by a $147 million cash balance at December 31, 2023, a $50 million undrawn revolving credit facility expiring December 2025, and expectations for about $70 million of free cash flow in FY 2024, sufficient to cover about $20 million in term loan amortization in the next 12 months. The revolving credit facility contains a first lien secured leverage covenant of 7.3x with no step-downs, applicable only if outstanding balances exceed 35% of the committed amount. The B2 (LGD4) facility ratings for Onbe's first lien term loan and revolving credit facility are consistent with the B2 CFR reflecting the single class of secured debt comprising the preponderance of Onbe's debt capital structure. The senior credit facilities are secured by substantially all assets of the borrower and its guarantor subsidiaries. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Onbe's ratings could be upgraded with consistent revenue and EBITDA growth, debt-to-EBITDA sustained below 4.5x, greater scale and diversification, and expectations of conservative financial policies. The ratings could be downgraded with revenue or profitability declines and/or debt-to-EBITDA sustained above 6.5x. Onbe is a fintech that manages customer and workforce disbursements for corporate clients ranging from mid-market to the Fortune 500 across a number of verticals and applications, largely via prepaid card programs. The company is the result of the merger of daVinci Payments and North Lane Technologies (formerly Wirecard North America) in early 2021, supported by an equity investment by the majority shareholder Centerbridge Partners. daVinci equity investors and management rolled over a portion of their position into the combined company. Revenue for the fiscal year ended December 31, 2023, was approximately $354 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ORCHIDS PAPER: Trustee's Claims v. Schoen, et al. Time-Barred ------------------------------------------------------------- Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware granted the motion for summary judgment filed by Jeffrey S. Schoen and other defendants as to the time-barred claims contained in Buchwald Capital Advisors LLC's Second Amended Complaint in the bankruptcy case of Orchids Paper Products Company. After expansion efforts failed and its financial condition deteriorated, the Debtor and several of its subsidiaries filed for relief under Chapter 11 of the Bankruptcy Code on April 1, 2019. On February 24, 2020, the Court confirmed the Combined Disclosure Statement and Chapter 11 Plan filed by the Debtors. Under the terms of the Plan, Buchwald Capital Advisors LLC was named as Liquidating Trustee for the benefit of the Creditors' Trust, to which was assigned various causes of action belonging to the Debtor. On May 4, 2021, the Trustee commenced an adversary proceeding against the Debtor's former Chief Executive Officer Jeffrey S. Schoen, the Debtor's former Chief Financial Officer, Keith Schroeder, two of the Debtor's other former Chief Financial Officers -- Rodney D. Gloss and Mindy Bartel, and members of the Debtor's Board of Directors -- Steven R. Berlin, John C. Guttilla, Douglas E. Hailey, Elaine MacDonald, and Mark Ravich. The Trustee's Amended Complaint asserted claims for breach of fiduciary duties against Schoen, Schroeder, and the Former CFOs (Count I), breach of fiduciary duties against the Directors (Count II), aiding and abetting the breach of fiduciary duties against Bartel and the Directors (Count III), and avoidance of fraudulent transfers under federal and state law against all of the Defendants (Count IV). On June 25, 2021, the Defendants filed Motions to Dismiss the Trustee's Complaint in its entirety on the basis that most of the Trustee's claims were time-barred. Rather than replying to the Motions to Dismiss, the Trustee filed its First Amended Complaint, alleging that Schoen and Schroeder fraudulently concealed or misrepresented certain information to the Board. On August 13, 2021, the Defendants filed Motions to Dismiss the Trustee's First Amended Complaint, again alleging that many of the claims were time-barred. On March 14, 2022, the Court granted in part and denied in part the Motions, finding that the Complaint had alleged affirmative acts of concealment that, if proven, would support tolling of the statute of limitations. On March 25, 2022, the Trustee filed its Second Amended Complaint. After the parties conducted discovery, the Defendants filed their Motion for Summary Judgment on the Time-Barred Claims on December 23, 2022. Claims for breach of fiduciary duties are subject to a three-year statute of limitations under Delaware law. The statute of limitations period begins to run on the date of the alleged harm, which occurs at "the moment of the wrongful act -- not when the harmful effects of the act are felt -- even if the plaintiff is unaware of the wrong." The Bankruptcy Code provides a two-year extension postpetition of the statute of limitations for any claims which have not expired by the petition date. The Trustee commenced this adversary proceeding within that period. Even with that extension, the parties agree that application of the three-year statute to the present adversary proceeding would ordinarily require that any wrongful act must have occurred on or after April 1, 2016 (i.e., three years before the Petition Date). The Trustee argues, however, that the statute of limitations has been tolled by operation of Delaware law. Under Delaware law, the statute of limitations may be extended by any of three doctrines: "(1) inherently unknowable injuries, (2) fraudulent concealment, and (3) equitable tolling." "Each of these doctrines permit tolling of the limitations period where the facts underlying a claim were so hidden that a reasonable plaintiff could not timely discover them." According to the Court, although the Trustee mentions all three bases, it does not make any specific arguments or present any facts to support tolling based on inherently unknowable injuries or equitable reasons. Therefore, the Court cannot conclude that the Trustee has met its burden of establishing that the statute of limitations has been tolled under either of those theories. Instead, the Trustee relies solely on the first basis, asserting that Defendants Schoen and Schroeder fraudulently concealed relevant facts from the Board, thereby warranting a tolling of the statute of limitations, the Court notes. The Trustee asserts that even absent an affirmative act of concealment, however, a plaintiff can prove fraudulent concealment where a defendant "fail[s] to disclose facts when there is a duty to disclose." The Defendants disagree. They contend that the fraudulent concealment doctrine requires an affirmative act of concealment separate and apart from the alleged fraud or misrepresentation that forms the basis of the underlying claim. The Defendants argue that, while equitable tolling may rely on a breach of a fiduciary duty to disclose, it must also involve self-dealing, which the Trustee does not allege. The Trustee contends that it is not relying on the equitable tolling doctrine and, therefore, that it need not establish self-dealing. It insists, however, that fraudulent concealment can be established by either: "(1) the commission of affirmative acts of misrepresentation or (2) the failure to disclose facts when there is a duty to disclose." The Trustee argues that to establish fraudulent concealment without the occurrence of an affirmative act, it need establish only that the Defendants breached their fiduciary duty to disclose. The Court concludes that the Defendants correctly state the standard for application of the doctrine of fraudulent concealment under Delaware law as requiring an affirmative act of concealment. Because the Second Amended Complaint on its face asserts claims that fall outside the statute of limitations, the Court concludes that the Trustee bears the burden of proving facts sufficient to establish an affirmative act of concealment by the Defendants in order to toll the three-year statute of limitations. The Trustee argues that summary judgment is not appropriate because there is a genuine issue of material fact regarding whether Schoen fraudulently concealed from the Board that his ultimate goal was always to sell the company and that his decision to recommend expansion of the Barnwell facility and purchase of the QRT machine (a new, untested process of manufacturing) was to make the Debtor an attractive target for acquisition. The Defendants contend that the Trustee has failed to produce sufficient evidence to establish that the statute of limitations was tolled by fraudulent concealment. They assert that the evidence establishes that the Board was heavily involved in efforts to sell the company and, even when a sale was not being aggressively pursued, knew it was always a possible option. Further, the Defendants argue that the Trustee alleges fraudulent concealment only by Schoen and Schroeder, and consequently, fails to establish grounds for tolling the statute of limitations against the other Defendants. In their Motion for Summary Judgment, the Defendants contend that the Trustee has not produced any evidence that even suggests that any of the Defendants (other than Schoen) engaged in fraudulent concealment. In support, the Defendants attach the Trustee's Response to an Interrogatory, seeking facts supportive of the Trustee's fraudulent concealment argument in which the Trustee fails to identify any facts that were allegedly misrepresented or concealed by any Defendant other than Schoen. In its response to the Motion for Summary Judgment, the Trustee does not provide any argument or cite any evidence to establish that the Former CFOs or the Directors fraudulently concealed any information, the Court notes. Consequently, the Court concludes that the Trustee has failed to meet its burden of establishing a basis to toll the statute of limitations for claims against the Former CFOs and Directors. The Court will, therefore, grant the Motion for Summary Judgment on the Time-Barred Claims as to the Former CFOs and Directors. The Court finds that the Trustee has failed to meet its burden of establishing that Schoen fraudulently concealed information from the Board between 2013 and 2016. Because the Trustee's sole argument in support of tolling the statute of limitations is its contention that Schoen fraudulently concealed from the Board his goal to sell the company, the Court will grant the Defendants' Motion for Summary Judgment on the time-barred claims contained in the Second Amended Complaint. A copy of the Court's decision dated April 9, 2024, is available at https://tinyurl.com/2374yn3s About Orchids Paper Company Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com/-- was a national supplier of consumer tissue products primarily serving the at home private label consumer market. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 19-10729) on April 1, 2019. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debt of $260,864,000. The petitions were signed by Richard S. Infantino, interim chief strategy officer. The Hon. Mary F. Walrath oversees the cases. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions And Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as claims and notice agent. Andrew Vara, acting U.S. trustee for Region 3, on April 15, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Lowenstein Sandler LLP, as counsel; and CKR Law LLP as its Delaware counsel. OUTFRONT MEDIA: Egan-Jones Retains CCC Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on April 5, 2024, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by OUTFRONT Media Inc. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in New York, OUTFRONT Media Inc. leases advertising space on out-of-home advertising structures and sites. OUTLOOK THERAPEUTICS: Amends Sales Agreement With BTIG ------------------------------------------------------ Outlook Therapeutics, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company and BTIG, LLC entered into an amendment to the Sales Agreement, pursuant to which the parties agreed to expand the meaning of the defined term "Registration Statement" in the Sales Agreement to include the shelf registration statement (File Number 333-278340) on Form S-3 that was filed with the Commission on March 28, 2024 and declared effective on April 5, 2024. The New Registration Statement replaces the shelf registration statement (File Number 333-254778) on Form S-3 that was in effect at the time the Sales Agreement was executed. The offer and sale of the Shares through BTIG will be made pursuant to the New Registration Statement, and a related prospectus supplement filed with the Commission on April 12, 2024 (the date hereof), pursuant to which the Company is offering shares of its Common Stock having an aggregate offering price of up to $93,731,868. The Prospectus Supplement supersedes, and the Company has ceased the use of and the offering of Common Stock under, the Prior Registration Statement. As reported by Outlook Therapeutics on its Current Report on Form 8-K filed with the SEC on May 16, 2023, the Company entered into an at-the-market-sales agreement with BTIG pursuant to which the Company may issue and sell shares of its common stock, $0.01 par value per share, from time to time through BTIG as sales agent and/or principal having an aggregate offering price of up to $100,000,000. About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics incurred a net loss of $58.98 million for the year ended Sept. 30, 2023, compared to a net loss of $66.05 for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $32.30 million in total assets, $46.74 million in total liabilities, and a total stockholders' deficit of $14.44 million. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 22, 2023, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $479,096,425 as of Dec. 31, 2023. As of Dec. 31, 2023, the Company had $37,666,716 of principal, accrued interest and exit fees due under an unsecured convertible promissory note issued in December 2022, maturing on April 1, 2024. As a result, the Company said, there is substantial doubt about the Company's ability to continue as a going concern. PANDORA MARKETING: Creditors Seek Chapter 11 Trustee Appointment ---------------------------------------------------------------- Creditors Diamond Resorts U.S. Collection Department, LLC, Diamond Resorts Hawaii Collection Development, LLC, Hilton Resorts Corporation, along with Bluegreen Vacations Corporation and Bluegreen Vacations Unlimited, Inc. asked the U.S. Bankruptcy Court for the District of Wyoming to appoint a Chapter 11 trustee for Pandora Marketing, LLC. The creditors claimed that the standard for all three remedies -- "cause" -- is very similar. It includes "fraud, dishonesty, incompetence, or gross mismanagement by current management, either before or after the date of the commencement of Pandora's Chapter 11 case. On the factors of dishonesty and fraud, multiple federal courts have found that Pandora does not actually provide the services it advertises -- legally cancelling timeshare contracts. Instead, the company takes tens of thousands of dollars, or more, in fees, instructs its clients to stop payment while they or their agents purportedly negotiate, and then wait for the client to be defaulted or foreclosed upon, according to the creditors. The creditors further asserted that Pandora's management is also highly conflicted and appears to be moving the company's business elsewhere to evade creditors on the issues of incompetence and mismanagement. Shortly before the bankruptcy, the company's brand name and website were purportedly moved to a new entity, Savi Collaborative, LLC. Upon information and belief, they have moved at least some of the company's employees to another competing business, Timeshare Contract Resolution. Finally, Pandora's financial disclosures have been inadequate and, frankly, are irreconcilable. But it is clear that continuing operation by current management is not in the best interest of creditors. According to the financial statements attached to the February Operating Report, the company has negative $1.5 million in cash and lost $322,871 in March, including spending over $100,000 in "Employee Reimbursements" which appear to be unauthorized pre-bankruptcy payments of unscheduled debts and transferring funds to Light on Marketing. A copy of the motion is available for free at https://urlcurt.com/u?l=dPAFok from PacerMonitor.com. Attorneys for creditors: Bradley T. Hunsicker, Esq. Markus Williams Young & Hunsicker LLC 2120 Carey Avenue, Suite 101 Cheyenne, Wyoming 82001 Telephone: (307) 778-8178 Facsimile: (307) 638-1875 Email: bhunsicker@markuswilliams.com Joseph M. Esmont, Esq. Baker & Hostetler LLP Key Tower 127 Public Square, Suite 2000 Cleveland, OH 44114 Telephone: 216.621.0200 Email: jesmont@bakerlaw.com About Pandora Marketing Pandora Marketing, LLC is a marketing agency in Aliso Viejo, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20022) on Jan. 31, 2024, with $7,341,452 in assets and $7,977,506 in liabilities. William Wilson, chairman of the board of directors, signed the petition. Judge Cathleen D. Parker oversees the case. Seth Shumaker, Esq., at Seth Shumaker, Attorney at Law, is the Debtor's bankruptcy counsel. PAPER IMPEX: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Paper Impex USA Inc. 2981 Hylan Blvd Staten Island, NY 10306 Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-41618 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 Email: alla@kachanlaw.com Total Assets: $2,724 Total Liabilities: $2,715,113 The petition was signed by Zafar Israilov as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6UBULAI/Paper_Impex_USA_Inc__nyebke-24-41618__0001.0.pdf?mcid=tGE4TAMA PG&E CORP: Egan-Jones Retains BB- Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on April 10, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by PG&E Corporation. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in San Francisco, California, PG&E Corporation is a holding company that holds interests in energy based businesses. PHILIP TRIGIANI: Seeks to Hire Vestcorp LLC as Accountant --------------------------------------------------------- Philip Trigiani Acupuncture, PC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Vestcorp, LLC as its accountant. The Debtor requires the assistance of an accountant to prepare monthly operating reports, develop financial aspects of (a) Chapter 11 Plan(s), and to provide such other accounting services as they may require in the case. The hourly rates of the firm's professionals are as follows: Managing Director $400 Principal $350 Accountant $250 Associate $195 Vestcorp is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Vestcorp LLC 623 Eagle Rock Ave., Ste. 364 West Orange, NJ 07052 Telephone: (973) 787-0123 About Philip Trigiani Acupuncture Philip Trigiani Acupuncture is a wellness center which conducts business out of it premises located at 470 West End Ave., Apt. 1C, New York, NY 10024. Philip Trigiani Acupuncture, PC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-13391) on April 1, 2024, listing $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Philip Trigiani as owner. Brian G Hannon, Esq. at NORGAARD OBOYLE HANNON represents the Debtor as counsel. PIECE OF THE ROCK: Deborah Fish Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Deborah Fish, Esq., managing partner at Allard & Fish, P.C., as Subchapter V trustee for Piece of the Rock Entertainment, LLC. Ms. Fish 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. Fish declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Deborah L. Fish, Esq. Allard & Fish, P.C. 1001 Woodward Ave., Ste. 850 Detroit, MI 48226 Phone: (313) 961-6141 Email: dfish@allardfishpc.com About Piece of the Rock Entertainment Piece of the Rock Entertainment, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-30621) on April 3, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. The petition was filed pro se. Judge Joel D. Applebaum presides over the case. PM MANAGEMENT: Court Directs U.S. Trustee to Appoint PCO -------------------------------------------------------- Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas directed the U.S. Trustee for Region 6 to appoint a patient care ombudsman for PM Management - Killeen I NC, LLC and affiliates. The bankruptcy judge finds that the provisions of Section 333(a)(1) of the Bankruptcy Code for appointment of a patient care ombudsman apply to the companies after having filed their bankruptcy petition, indicating that the companies operate a health care business. Judge Jernigan further ordered as follows: * Monitor the quality of care provided to patients/clients of PM Management to the extent necessary under the circumstances, including interviewing patients, physicians, and health care providers; * Report not later than 60 days after the date of their appointment, and no less frequently than at 60-day intervals thereafter, to the Court after notice to the parties-in-interest, at a hearing or in writing, on the quality of patient/client care at and by PM Management; * Immediately notify the Court, United States Trustee, and parties-in-interest by motion or written report, if the patient care ombudsman determines that the quality of patient/client care provided by PM Management is not adequate, deteriorating, or otherwise materially compromised; * Maintain any information obtained by the patient care ombudsman under Section 333 of the Bankruptcy Code that relates to the patients/clients (including information related to the patient records) as confidential information (the "Protected Health Information"). About PM Management PM Management - Killeen I NC, LLC, a company in Dallas, Texas, and its affiliates own and operate nursing care facilities. The Debtors filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 24-30240) on January 29, 2024, with $1 million to $10 million in both assets and liabilities. Kevin O'Halloran, chief restructuring officer, signed the petitions. Judge Stacey G. Jernigan oversees the cases. The Debtors tapped Gutnicki, LLP as bankruptcy counsel. PM MANAGEMENT: Seeks to Hire C. Ben Garren as Independent Manager ----------------------------------------------------------------- PM Management - Killeen I NC LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ C. Ben Garren Jr., a legal counselor and strategic advisor from Georgia, as its independent manager. As independent manager and sole member of the Special Committee, Mr. Garren's primary responsibilities are to review, analyze, and direct the Debtors on how to avoid potential conflicts with Abri Health Services, LLC. More generally, the independent manager consults with and advises the Chief Restructuring Officer and Debtors' professionals to ensure all actions taken in these cases are in the best interests of the Debtors and their estates. Mr. Garren agreed not to accept any compensation from the Debtors for his role as independent manager. Mr. Garren assured the court that he is a "disinterested person" within the meaning of section 101(14). Mr. Garren can be reached at: Charles Benjamin Garren Jr. PO Box 1734 Atlanta, GA 30301-1734 About PM Management PM Management - Killeen I NC, LLC, a company in Dallas, Texas, and its affiliates own and operate nursing care facilities. PM Management and affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 24-30240) on January 29, 2024, with $1 million to $10 million in both assets and liabilities. Kevin O'Halloran, chief restructuring officer, signed the petitions. The Debtors tapped Gutnicki, LLP as bankruptcy counsel. POLERAX USA: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Polerax USA Inc. 676 Mateo Street Los Angeles, CA 90021 Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-12938 Judge: Hon. Neil W. Bason Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com Total Assets: $99,458 Total Liabilities: $3,368,075 The petition was signed by Kyung J. Lee as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IUNI5DA/Polerax_USA_Inc__cacbke-24-12938__0001.0.pdf?mcid=tGE4TAMA PORTER DEVELOPMENT: Court Narrows Pier et al.'s $7-Mil. Claims -------------------------------------------------------------- Judge Eduardo V. Rodriguez of the United States Bankruptcy Court for the Southern District of Texas granted, in part, and denied, in part, the motion for summary judgment filed by Lowell T. Cage, Chapter 7 Trustee for the bankruptcy estates of Porter Development Partners, LLC, WB Real Estate Holdings, LLC, WB Murphy Road Development, LLC, and Wallace Bajjali Investment Fund II, LP, seeking to disallow certain claims. The Trustee seeks to disallow $7,025,000 in claims against the Debtors' estates filed by James Pier, Michael Dorsey, Jim Maas, Jimmy Harrell and Carolyn Graves, Albert and Sathya Furtado, Ron and Emily Bass, Randall DePue, Blake Taylor, and Donald Taylor individually and as Trustee for the Ethelyn Taylor Trust and the Roger Taylor Trust. The Trustee asserts that the claims asserted against the Debtors' estates by Claimants as (1) KCM and Biz Radio equity plaintiffs and as (2) WBL Partnership plaintiffs as delineated in a certain petition filed in the 61st Judicial District of Harris County attached to their proofs of claim should be disallowed. The Trustee asserts that (a) the Claimants' causes of action asserted as KCM and BizRadio equity plaintiffs against the estate for conspiracy to commit fraud, breach of fiduciary duty, and securities fraud are time-barred by applicable statute of limitations, and thus, the Claimants' proofs of claim predicated on the Conspiracy Claims should be disallowed. The Claimants have previously stipulated that their claims brought as KCM and BizRadio equity plaintiffs are limited to their Conspiracy Claims. They disagree that the Conspiracy Claims are time-barred and alternatively assert that, should their claims be barred, that either (b) the discovery rule tolled the limitations period on their Conspiracy Claims, (c) the fraudulent concealment doctrine extended the limitations period on the Conspiracy Claims, or (d) certain tolling and forbearance agreements extended limitations on the Conspiracy Claims. The Trustee contends that the limitations period began to run on the Conspiracy Claims no later than when a certain SEC enforcement action commenced against Kaleta and his company KCM on November 13, 2009, and are thus barred by the applicable three and four year statute of limitations pursuant to Tex. Civ. Pac. & Rem Code Sec. 16.004(a)(4), (5) and Tex. Rev. Civ. Stat. art. 581-33(H). The Claimants alternatively assert that the limitations period did not begin until David Wallace and Costa Bajjali resigned in January 2015, shortly before the Debtors filed their respective bankruptcies. It is important to note that pursuant to Sec. 108(c), limitations periods are tolled postpetition, so the operative inquiry, putting questions of tolling aside, is if the Conspiracy Claims accrued within three or four years of March 3 and April 2 of 2015, when the Debtors filed each of their petitions. According to the Court, even though all of the harm resulting from the alleged Conspiracy Claims had not yet accrued, it is undisputed that the alleged wrongful acts and resulting damages began at least by the time the SEC Enforcement action was initiated on November 13, 2009. Nonetheless, the Claimants attempt to argue that a "legal injury" did not occur until 2015 when Wallace and Bajjali resigned from WBL Partnerships. The Claimants rely on Atkins v. Crosland51 and Bauman v. Centex Corp., 52 (discussing Atkins) in support of their proposition that the legal injury underlying the Conspiracy Claims did not occur until 2015. The Claimants contend that, similar to Bauman, that although misrepresentations were made long before Wallace and Bajjali resigned from WBL Partnerships, that the actual injury did not occur until their resignation because there was still a possibility that their investments would be recovered up to that point. The Court finds the Claimants' reliance on Bauman misplaced. Bauman discusses an exception to the general rule in Texas that a tort cause of action accrues when it is committed even if not all of the damages have yet been ascertained, the Court notes. According to the Court, notably overlooked in the Claimants' Response is that the Atkins exception is only applicable to misrepresentations and acts that are not unlawful and do not result in reliance by the complainant to their detriment. In this case, it is undisputed, and in fact it is the Claimants' position in the underlying state court lawsuit, that the investments in Biz Radio through KCM were a Ponzi scheme, and that heavy losses were suffered by the time the SEC Enforcement Action began, the Court notes. Thus, the Atkins rule as articulated in Bauman is inapplicable, as more than mere misrepresentations were made to Claimants by the time the SEC Enforcement Action began. In fact, although not argued by the Trustee, it appears to be the Claimants' position in their state court petition that injury occurred well before this date. At a minimum, injury clearly occurred no later than when the SEC Enforcement Action even if their investments were not entirely lost until Wallace and Bajjali resigned from WBL Partnerships until 2015. To hold otherwise would be to rule that that no cause of action exists against the perpetrators of a Ponzi scheme until the fraud completely collapses, which is an absurd proposition, the Court states. As such, the Court concludes the Trustee has met his summary judgment burden to establish that the Conspiracy Claims accrued no later than November 13, 2009, when the SEC Enforcement Action commenced. Other than legal arguments, the only evidence presented by the Claimants in opposition on the issue of when the Conspiracy Claims accrued are affidavits of the Claimants, in which each generally assert that they had no idea that their investments were imperiled until Wallace and Bajjali resigned from WBL Partnerships in early 2015. However, the Court notes that, even accepting as true that the Claimants truly had no idea that anything was wrong before 2015, their subjective hopes and beliefs that their investments would recover are ultimately irrelevant to the issue of when legal claims accrue. A cause of action accrues when harm occurs even if not discovered until later. Thus, the Court finds that there is no genuine dispute of material fact and that the Conspiracy Claims accrued no later than November 13, 2009, when the SEC Enforcement action began. The Trustee asserts that the discovery rule does not toll the statute of limitations on the Conspiracy Claims because the Claimants knew they were injured and suffered losses of their investments in KCM and BizRadio no later than when the SEC Enforcement Action began. The Trustee does not argue that the discovery rule is inapplicable to the Conspiracy Claims, but instead seems to argue that summary judgment evidence negates it. The Claimants generally contend that the Trustee cannot conclusively establish that the discovery rule is inapplicable because (1) the Trustee has failed to show when the Conspiracy Claims accrued, and (2) the Claimants subjective state of mind, as demonstrated by their respective affidavits submitted to the Court, show that they did not know their investments were imperiled until 2015. The Court quickly dispenses with the Claimants' first argument, as the Court has already determined that the Conspiracy Claims each accrued no later than November 13, 2009. According to the Court, even taking it as true that the Claimants somehow did not know that they had claims against the Debtors prior to 2015, their reliance on their subjective beliefs is erroneous, as the discovery rule only defers accrual of a cause of action until the plaintiff knew or, exercising reasonable diligence, should have known of the facts giving rise to the cause of action. The Claimants' attempt to argue that there is an issue of fact/lack of evidence from the Trustee with respect to whether they had actual knowledge of the SEC Enforcement Action at the time and point to their affidavits in support of their lack of knowledge. However, contrary to the Claimants' implicit contention, actual knowledge is not necessary for protections afforded by the discovery rule to end, the Court notes. The SEC Enforcement Action was publicly available information that, at a minimum, put the Claimants on constructive notice of claims against Kaleta, KCM, BizRadio, and DFFS and the need to further investigate related causes of action. Furthermore, and ironically, a review of the Claimants' affidavits actually show that they in fact did have actual knowledge of the SEC Enforcement Action. As such, there is clearly no dispute of material fact, the Court finds. The SEC Enforcement Action unequivocally puts Claimants on notice of the predicate securities fraud, fraud, and breach of fiduciary duty claims underlying their Conspiracy Claims against Debtors. "The discovery rule is a narrow exception that is only applied in 'exceptional cases.' Applications of the rule 'should be few and narrowly drawn.'" This is not an exceptional case, and whether or not Claimants had actual knowledge of their Conspiracy Claims against Debtors, the SEC Enforcement action was more than sufficient to put Claimants on notice to make further inquiries as to who may have participated in these acts, the Court holds. Thus, the Court concludes as a matter of law the Trustee has conclusively shown that no later than by the time of the SEC Enforcement Action, the Conspiracy Claims were no longer inherently undiscoverable by Claimants. The Claimants also contend that the fraudulent concealment doctrine tolls the limitations period on their Conspiracy Claims. For the same reasons stated with respect to the discovery rule, the Court finds that Claimants were sufficiently on notice of the facts, conditions, or circumstances that would cause a reasonably prudent person to make an inquiry that would reveal their causes of action no later than when the SEC Enforcement Action began. The Claimants' reliance on their subjective beliefs in their affidavits are insufficient to defeat summary judgment as discussed, according to the Court. The Claimants also claim that limitations on their Conspiracy Claims were tolled by certain tolling agreements entered into between the Debtors and the Claimants from January 17, 2012, until July 1, 2014, and subsequent forbearance agreements entered into on November 1, 2013, until December 31, 2014, which tolled limitations on unbarred claims until March 30, 2015. The Claimants contend that all causes of action against the Debtors were tolled starting January 17, 2012, until the Claimants subsequently entered into the Forbearance Agreements on November 1, 2013. The Trustee contends that the Claimants are not party to the Tolling Agreements, and that the only parties covered by this agreement were the Ellisor Claimants who were plaintiffs in the 2012 state court litigation. The Trustee points out that each of the Tolling Agreements is signed by the Claimants counsel as, "attorney in fact and at law for Plaintiffs" which at the time, appear to only have included the Ellisor Claimants, as the Taylor Claimants were not a party to the 2012 state court litigation. According to the Court, there is a genuine dispute of material fact as to the intent of who was covered under the Tolling Agreements. The Trustee contends that the Forbearance Agreement does not toll the limitations period on the Claimants' Conspiracy Claims because by its terms, the Forbearance Agreement expired on March 30, 2015, and thus any claims against Fund II, and WB Holdings are barred since their respective petitions were filed April 2, 2015. The Trustee contends that, at a minimum, the claims against Fund II and WB Holdings are barred, as the Forbearance Agreement expired on March 30, 2015, several days before Fund II and WB Holdings filed their respective petitions. In response, the Claimants argue that their Conspiracy Claims did not accrue until January 2015. However, the Court has already ruled that the Conspiracy Claims accrued no later than November 13, 2009. Thus, the Court dispenses with this argument. Upon review of the Forbearance Agreement, the terms of the contract are unambiguous, and any unbarred claims held by the Claimants had to be filed no later than March 30, 2015. Thus, the Forbearance Agreement does not toll the Conspiracy Claims as against Fund II and WB Holdings, the Court concludes. Accordingly, the Court holds that summary judgment is granted and Claimants' proofs of claim are disallowed to the extent they are predicated on claims for conspiracy to commit fraud, conspiracy to commit breach of fiduciary duty, and conspiracy to commit securities fraud brought as KCM and BizRadio equity plaintiffs as against the estates of WB Real Estate Holdings, LLC and Wallace Bajjali Investment Fund II, LP as enumerated in their State Court Petition. The Trustee also contends that Porter and Murphy Road do not fall under the definition of WBDP Parties because they were not under the control of any of the WBDP Parties as evidenced by their operating agreements. The Claimants contend that Porter and Murphy Road are "affiliates" of the WBDP Parties as defined in the agreement. However, from the evidence presented, the Court finds there exists a genuine dispute of material fact as to what the affiliation of Porter and Murphy Road were to the WDBP Parties as defined in the contract as of November 1, 2013, when the Forbearance Agreement became effective. Accordingly, summary judgment is denied with respect to Claimants' claims for conspiracy to commit fraud, conspiracy to commit breach of fiduciary duty, and conspiracy to commit securities fraud brought as KCM and BizRadio equity plaintiffs as against the estates of Porter Development Partners, LLC and WB Murphy Road Development, LLC as enumerated in their State Court Petition. The Trustee seeks to disallow claims asserted by the Claimants against Debtors that are predicated on the following causes of action as asserted in the state court litigation: (a) negligent misrepresentation, (b) breach of fiduciary duty, (c) participation in breach of fiduciary duty, (d) fraud, (e) conspiracy, and (f) aiding and abetting in violations of the Texas securities act. Summary judgment is denied on the Claimants' negligence/negligent misrepresentation claims brought as WBL Partnership Plaintiffs against the estates of WB Real Estate Holdings, LLC, Wallace Bajjali Investment Fund II, LP, Porter Development Partners, LLC and WB Murphy Road Development, LLC as enumerated in their State Court Petition. Summary judgment is granted and the Claimants' proofs of claim are disallowed to the extent they are predicated on claims for breach of fiduciary duty brought as WBL Partnership Plaintiffs against the estates of WB Real Estate Holdings, LLC, Wallace Bajjali Investment Fund II, LP, Porter Development Partners, LLC and WB Murphy Road Development, LLC as enumerated in their State Court Petition Summary judgment is granted and the Claimants' proofs of claim are disallowed to the extent they are predicated on claims for participation in breach of fiduciary duty brought as WBL Partnership Plaintiffs against the estates of WB Real Estate Holdings, LLC, Wallace Bajjali Investment Fund II, LP, Porter Development Partners, LLC and WB Murphy Road Development, LLC as enumerated in their State Court Petition. Summary judgment is granted and the Claimants' proofs of claim are disallowed to the extent they are predicated on claims for fraud in the payment of the IIRC secured debt and fraud in the transfer of other monies among Debtors for Wallace's benefit brought as WBL Partnership Plaintiffs against the estates of WB Real Estate Holdings, LLC, Wallace Bajjali Investment Fund II, LP, Porter Development Partners, LLC and WB Murphy Road Development, LLC as enumerated in their State Court Petition. However, summary judgment is denied with respect to the Claimants' claims for fraud in the inducement brought as WBL Partnership Plaintiffs against the estates of WB Real Estate Holdings, LLC, Wallace Bajjali Investment Fund II, LP, Porter Development Partners, LLC and WB Murphy Road Development, LLC as enumerated in their State Court Petition. Summary judgment is granted and the Claimants' proofs of claim are disallowed to the extent they are predicated on claims for civil conspiracy, except for conspiracy for fraud in the inducement, brought as WBL Partnership Plaintiffs against the estates of WB Real Estate Holdings, LLC, Wallace Bajjali Investment Fund II, LP, Porter Development Partners, LLC and WB Murphy Road Development, LLC as enumerated in their State Court Petition. Summary judgment is granted and the Claimants' proofs of claim are disallowed to the extent they are predicated on claims for aiding and abetting violations of Texas securities act brought as WBL Partnership Plaintiffs against the estates of WB Real Estate Holdings, LLC, Wallace Bajjali Investment Fund II, LP, Porter Development Partners, LLC and WB Murphy Road Development, LLC as enumerated in their State Court Petition. A copy of the Court's decision dated April 9, 2024, is available at https://tinyurl.com/3afvrzcu Porter Development Partners, LLC and 18 other entities associated with David Wallace and Costa Bajjali, including Wallace Bajjali Investment Fund II, LP and WB Real Estate Holdings, LLC, filed Chapter 7 petitions (Bankr. S.D. Texas Lead Case No. 15-31305) between March 3 and April2, 2015. Lowell T. Cage is the Chapter 7 Trustee of the jointly administered entities. PRECISION ANESTHESIA: Glen Watson Named Subchapter V Trustee ------------------------------------------------------------ The Acting U.S. Trustee for Region 8 appointed Glen Watson, Esq., at Watson Law Group, PLLC as Subchapter V trustee for Precision Anesthesia Billing, LLC. Mr. Watson will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Watson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Glen Watson, Esq., Watson Law Group, PLLC 1114 17th Av. S., Suite 201 P.O. Box 121950 Nashville, TN 37212 Phone: (615) 823-4680 Email: glen@watsonpllc.com About Precision Anesthesia Billing Precision Anesthesia Billing, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01207) on April 9, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Charles M. Walker presides over the case. Nancy B. King, Esq., and Robert James Gonzales, Esq., at Emergelaw, PLLC represents the Debtor as bankruptcy counsel. PRIDE GROUP: Old National, et al., Chapter 15 Case Summary ---------------------------------------------------------- Forty-five additional affiliates of Pride Group Holdings Inc. that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Old National Highway Holding Corp. 24-10757 High Prairie Texas Holding Corp. 24-10758 PGED Holding, Corp. 24-10759 Terminal Road Holding, Corp. 24-10760 Highway 46 McFarland Holding Corp. 24-10761 Ternes Drive Holding Corp. 24-10762 Loop 820 Forth Worth Holding Corp. 24-10763 Valley Boulevard Fontana Holding Corp. 24-10764 Di Miller Drive Bakersfield Holding Corp. 24-10765 Manheim Road Holding Corp. 24-10766 East Brundage Lane Bakersfield Holding Corp.24-10767 Oakmont Drive IN Holding Corp. 24-10768 Eastgate Missouri Holding Corp. 24-10769 French Camp Holding Corp. 24-10770 102098416 Saskatchewan Ltd. 24-10771 Frontage Road Holding Corp. 24-10772 Alexis Investments, LLC 24-10773 2837229 Ontario Inc. 24-10774 Bishop Road Holding Corp. 24-10775 2863283 Ontario Inc. 24-10776 12944154 Canada Inc. 24-10777 Corrington Missouri Holding Corp. 24-10778 Crescentville Road Cincinnati Holding Corp. 24-10779 13184633 Canada Inc. 24-10780 13761983 Canada Inc. 24-10781 11670 Interstate Holding, Corp. 24-10782 933 Helena Holdings Inc. 24-10783 30530 Matsqui Abbotsford Holding Inc. 24-10784 963 Sweetwater Holding Corp. 24-10785 2029909 Ontario Inc. 24-10786 1450 Meyerside Holding Inc. 24-10787 2076401 Ontario Inc. 24-10788 2108184 Alberta Ltd. 24-10789 87th Avenue Medley FL Holding Corp. 24-10790 131 Industrial Blvd Holding Corp 24-10791 162 Route Road Troy Holding Corp. 24-10792 177A Street Surrey Holding Inc. 24-10793 401 South Meridian OKC Holding Corp. 24-10794 3000 Pitfield Holding Inc. 24-10795 8201 Hwy 66 Tulsa Holding Corp. 24-10796 13th Street Pompano Beach FL Holding Corp. 24-10797 52 Street Edmonton Holding Corp. 24-10798 59th Ave Phoenix Holding Corp. 24-10799 68th Street Saskatoon Holding Corp. 24-10800 84 St SE Calgary Holdings Inc. 24-10801 Type of Business: The Pride Group's businesses consist of, among other things, (i) new and used truck and trailer sales; (ii) truck leasing and financing to individuals or corporate owners; (iii) trucks servicing and truck parts sales; (iv) logistics; and (v) owning and operating real estate properties across Canada and the United States as dealerships, truck stops, and service centers. Foreign Proceeding: Ontario Superior Court of Justice (Commercial List), Court File No.: 24-00717340-00CL Chapter 15 Petition Date: April 15, 2024 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Judge Craig T. Goldblatt Foreign Representative: Randall Benson Foreign Representative's Counsel: Derek C. Abbott, Esq. Andrew R. Remming, Esq. Austin T. Park, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street P.O. Box 1347 Wilmington, DE 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: dabbott@morrisnichols.com aremming@morrisnichols.com apark@morrisnichols.com - and - Penelope J. Jensen, Esq. Christopher J. Hunker, Esq. Clark L. Xue, Esq. LINKLATERS LLP 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 903-9000 Fax: (212) 903-9100 E-mail: penelope.jensen@linklaters.com christopher.hunker@linklaters.com clark.xue@linklaters.com Estimated Assets: Unknown Estimated Debt: Unknown Full-text copies of the Chapter 15 petitions are now available for download. Follow this link to get a copy today https://www.pacermonitor.com. Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the District of Delaware entered an order on April 16, 2024, pursuant to Bankruptcy Rule 1015(b), that the Chapter 15 Cases are consolidated for procedural purposes only and will be jointly administered under the docket of Pride Group Holdings, et al. Case No. 24-10632 (CTG). PURE TRUCKING: Taps the Law Office of Joy L. Marshall as Counsel ---------------------------------------------------------------- Pure Trucking and Repair LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire the Law Office of Joy L. Marshall as its counsel. The counsel will render these services: a. advise debtor with respect to its rights, powers, duties and obligations as debtor in possession, the administration of this case, the operation of its business and the management of its property; b. prepare pleadings, applications and conduct examinations incidental to its administration; c. advise and represent applicant in its connection with all applications, motions or reclamation, adequate protection, sequestration, relief from stays, appointment of a trustee, examine all other similar matters; d. develop the relationship of the status of debtor in possession to the claims of creditors in these proceedings; e. advise and assist the debtor in possession in the formulation and presentation of a plan pursuant to Chapter 11 of the Bankruptcy Code and concerning any and all matters relating thereto; and f. perform any and all other legal services incident and necessary. The firm will bill $225 plus costs, with compensation and reimbursement of costs. As disclosed in the court filing, the Law Office of Joy L. Marshall does not hold or represent any interest adverse to the Debtor or its estate. The firm can be reached through: Joy L. Marshall, Esq. Law Office of Joy L. Marshall Post Office Box 91154 Columbus, OH 43209 Phone: (614) 220-0299 Email: atty.marshall@att.net About Pure Trucking and Repair LLC Pure Trucking and Repair LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-50449) on Feb. 8, 2024, listing $100,001 to $500,000 in both assets and liabilities. Joy Lenore Marshall, Esq. represents the Debtor as counsel. REDDI RENTS ONE: Robert Handler Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 11 appointed Robert Handler of Commercial Recovery Associates, LLC as Subchapter V trustee for Reddi Rents One, LLC. Mr. Handler will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Handler declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert P. Handler Commercial Recovery Associates, LLC 205 West Wacker Drive, Suite 918 Chicago, IL 60606 Tel: (312) 845-5001 x221 Email: rhandler@com-rec.com About Reddi Rents One Reddi Rents One, LLC, a company in Roselle, Ill., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05022) on April 5, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Ramana Reddi, manager, signed the petition. Judge Janet S. Baer presides over the case. Paul M. Bach, Esq., at Bach Law Offices represents the Debtor as bankruptcy counsel. RETURN 2 EXCELLENCE: Taps Sheila Campbell P.A. as Legal Counsel --------------------------------------------------------------- Return 2 Excellence LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire Sheila Campbell, P.A. to handle its Chapter 11 proceedings. The firm will charge its standard hourly rate of $350 per hour. The Debtor has paid the filing fee of $1,800. Sheila Campbell, P.A. is a "disinterested person" as the term is defined in the 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Sheila F. Campbell, Esq. Sheila Campbell, P.A. P.O. Box 939 North Little Rock, AR 72115 Phone: (501) 372-5375 Email: campbl@sbcglobal.net About Return 2 Excellence LLC Return 2 Excellence LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-10618) on Feb. 27, 2024, listing $100,001 to $500,000 in both assets and liabilities. Sheila F. Campbell, Esq. at Sheila Campbell, P.A. as its counsel. RITE AID: Fee Examiner Taps Bielli & Klauder as Legal Counsel ------------------------------------------------------------- David M. Klauder, Esq., the appointed fee examiner of Rite Aid Corporation and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Bielli & Klauder, LLC as his counsel. The firm's services include: a. reviewing with the Fee Examiner fee applications and related invoices for compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines, and the Local Rules and Orders of the Court; b. assisting the Fee Examiner in any hearings or other proceedings before the Court to consider fee applications, including, without limitation, advocating positions asserted in the reports filed by the Fee Examiner; c. assisting the Fee Examiner with legal issues raised by inquiries to and from the professionals retained or proposed to be retained in these cases and related adversary proceedings by the Debtors, the Creditors' Committee, or otherwise retained with Court approval (collectively, the “Retained Professionals”) and any other professional services provider retained by the Fee Examiner; d. where necessary, attending meetings between the Fee Examiner and Retained Professionals; e. assisting the Fee Examiner with the preparation of preliminary and final reports regarding professional fees and expenses; f. assisting the Fee Examiner in developing protocols and making reports and recommendations; g. assisting the Fee Examiner in conducting such discovery as may be pertinent and necessary to the performance of his other duties and responsibilities after first securing approval of the Court; h. assisting the Fee Examiner in communicating concerns regarding any application to the Retained Professionals to whom such application pertains and to provide him such supplemental information as he may reasonably require in order to evaluate the reasonableness of any particular fee item; and i. providing such other services as the Fee Examiner may request. The firm will be paid at these rates: Thomas Bielli (Member) $500 per hour Angela Mastrangelo (Of-Counsel) $425 per hour Paraprofessionals $195 to $300 per hour When representing the Fee Examiner, Bielli & Klauder uses the services of Legal Decoder, Inc. which is a company that provides a data analytics software that the Fee Examiner uses to assist in performing his duties. Bielli & Klauder pays a monthly fee of $10,000 for its services. As disclosed in the court filings, Bielli & Klauder is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code. The following information is provided in response to the request for additional information set forth in section D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes. The monthly rate structure as set forth herein is different that Bielli & Klauder's customary billing arrangements for similar engagements. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Bielli & Klauder represents the Fee Examiner in his capacity as the Fee Examiner in other cases. In some of those cases, Bielli & Klauder has billed at hourly rates for those engagements at its customary hourly fee structure of $225-$450 per hour for attorneys, and $100 - $175 per hour for paraprofessionals. In the Purdue Pharma cases now pending in the United States Bankruptcy Court for the Southern District of New York, Bielli & Klauder is billing a flat fee of $55,000 per month in those cases, which includes the costs of the fee data software. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: The Fee Examiner and Bielli & Klauder will develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures, and will work with the U.S. Trustee to provide the appropriate information in this instance. The firm can be reached through: Angela L. Mastrangelo, Esq. BIELLI & KLAUDER LLC 1905 Spruce Street Philadelphia, PA 19103 Phone: (215) 642-8271 Email: mastrangelo@bk-legal.com About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, the Debtor disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the case. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C. as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructuring Administration as claims and noticing agent. Kramer Levin Naftalis & Frankel LLP, serves as counsel to the Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP serves as co-counsel to the Committee. A Tort Claimants Committee is represented by Akin Gump Strauss Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl, Rose & Podolsky, P.A as local counsel. The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised of parents and guardians advocating on behalf of children born with Neonatal Abstinence Syndrome, and who assert general unsecured claims on account of the children's fetal opioid exposure. DLA Piper LLP (US) serves as counsel to Medimpact Healthcare Systems, Inc., the buyer of the Elixir pharmacy benefits management business. Greenberg Traurig, LLP, and Choate Hall & Stewart LLP serve as co-counsel to Bank of America, N.A., the administrative agent for the prepetition first lien lenders and the DIP lenders. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP represent the Ad Hoc Group of Secured Noteholders. FTI Consulting and Evercore is serving or served as financial advisors to the Bondholders. ROBERT B. PRITT: Michael Markham Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 21 appointed Michael Markham, Esq., as Subchapter V trustee for Robert B. Pritt D.O., P.A. Mr. Markham, a partner at Johnson Pope Bokor Ruppel & Burns, LLP, 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. Markham 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 C. Markham, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street, Suite 3100 Tampa, FL 33602 Phone: (727) 480-5118 Email: Mikem@jpfirm.com About Robert B. Pritt D.O. Robert B. Pritt D.O., P.A. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00464) on April 5, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Caryl E. Delano presides over the case. Alan F. Hamisch, Esq., at Hamisch & Hurvitz, PLLC represents the Debtor as legal counsel. ROCK CRUSHING: Case Summary & 17 Unsecured Creditors ---------------------------------------------------- Debtor: Rock Crushing Solutions, Inc. 510 Labrador Way Suisun City, CA 94585 Business Description: The Company offers on-site mobile rock crushing, recycling and screening services. Chapter 11 Petition Date: April 17, 2024 Court: United States Bankruptcy Court Eastern District of California Case No.: 24-21595 Judge: Hon. Christopher D. Jaime Debtor's Counsel: Michael C. Fallon, Esq. LAW OFFICES OF MICHAEL C. FALLON 100 E Street, Suite 219 Santa Rosa, CA 95404 Tel: (707) 546-6770 Fax: (707) 546-5775 E-mail: mcfallon@fallonlaw.net Total Assets: $810,796 Total Liabilities: $1,422,550 The petition was signed by Jeremy Soiland as president/CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EOEGE5Y/Rock_Crushing_Solutions_Inc__caebke-24-21595__0001.0.pdf?mcid=tGE4TAMA ROYALE ENERGY: Widens Net Loss to $1.8 Million in 2023 ------------------------------------------------------ Royale Energy, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $1.83 million on $2.16 million of total revenues for the year ended Dec. 31, 2023, compared to a net loss of $145,594 on $2.64 million of total revenues for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $12.92 million in total assets, $24.10 million in total liabilities, $24.45 million in mezzanine equity, and a total stockholders' deficit of $35.63 million. Ridgeland, Mississippi-based Horne LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 12, 2024, citing that the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. Royale said, "Management plans to alleviate the going concern by implementing cost control measures that include the reduction of overhead costs and through the sale of non-strategic assets, and if necessary seek additional debt and/or equity financing. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to us and whether we will become profitable and generate positive operating cash flow. If we are unable to raise sufficient additional funds, we will have to develop and implement a plan to further extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1694617/000118518524000374/royaleinc20231231_10k.htm About Royale El Cajon, CA-based Royale Energy, Inc. -- http://www.royl.com-- is an independent oil and natural gas producer. Royale's principal lines of business are the production and sale of oil and natural gas, acquisition of oil and gas lease interests and proved reserves, drilling of both exploratory and development wells, and sales of fractional working interests in wells to be drilled by Royale. SALEM MEDIA: S&P Withdraws 'CCC' Issuer Credit Rating ----------------------------------------------------- S&P Global Ratings withdrew all of its ratings on Salem Media Group Inc., including the 'CCC' issuer credit rating, at the issuer's request. At the time of the withdrawal, S&P's ratings on the company were on CreditWatch, where it placed them with positive implications on Jan. 25, 2024. SBA COMMUNICATIONS: Egan-Jones Retains B+ Sr. Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on April 3, 2024, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by SBA Communications Corporation. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Boca Raton, Florida, SBA Communications Corporation owns and operates wireless communications infrastructure in the United States. SC HEALTHCARE: Hires Kurtzman Carson as Administrative Advisor -------------------------------------------------------------- SC Healthcare Holding, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kurtzman Carson Consultants LLC, as administrative advisor. The firm's services include: (a) assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (f) provide such other processing, solicitation, balloting, and administrative services. Before the petition date, the Debtors provided the firm a retainer in the amount of $35,000. The firm will be paid at its standard hourly rates and will be reimbursed for expenses incurred. Evan Gershbein, executive vice president of Kurtzman, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Evan Gershbein Kurtzman Carson Consultants LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Telephone: (310) 823-9000 Email: egershbein@kccllc.com About SC Healthcare Holding SC Healthcare Holding, LLC, et al. comprise one of the largest nursing home operators in the United States and work in partnership with physicians, skilled nurses, and other health care providers in order to provide various healthcare and rehabilitation services for elderly citizens in Illinois, Missouri, and Iowa. SC Healthcare Holding, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10443) on March 20, 2024. In the petition signed by David R. Campbell as authorized signatory, SC Healthcare disclosed up to $100 million to $500 million in assets and $100 million to $500 million in liabilities. Judge Hon. Thomas M Horan oversees the case. Young Conaway Stargatt & Taylor, LLP and Winston & Strawn LLP represent the Debtors as legal counsel. SC HEALTHCARE: Seeks to Hire Winston & Strawn as Co-Counsel ----------------------------------------------------------- SC Healthcare Holding, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Winston & Strawn LLP as their co-counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on their conduct during these Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with these Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. representing the Debtors in connection with obtaining authority to continue using cash collateral and any post petition financing; g. advising the Debtors in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. advising the Debtors regarding tax matters; j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of any disclosure statement and confirmation of any chapter 11 plan and all documents related thereto; and k. performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 Cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. Winston's current hourly rates are: Partners $1,060 to $2,140 Of Counsel $1,025 to $1,795 Associates $725 to $1,260 Practice Attorneys $400 to $980 Paralegals $350 to $430 Practice Support $180 to $995 As disclosed in court filings, Winston & Strawn is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Winston & Strawn disclosed that: -- The firm has not agreed to a variation of its standard or customary billing arrangements for this engagement; -- None of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case. -- Winston's rates for timekeepers for its prepetition engagement on this matter were $1,060 to $2,140 for partners, $1,025 to $1,795 for counsel, $725 to $1,260 for associates, $400 to $980 for practice attorneys, $$350 to $430 for paraprofessionals, and $180 to $995 for practice support. Winston has not increased the hourly rates it has charged the Debtors throughout its engagement with the Debtors. Over the past four months, Winston has voluntarily agreed to write-off approximately $70,083.41 in professional fees and/or expenses that would have otherwise been a receivable from the Debtors. -- The Debtors have approved or will be approving a prospective budget and staffing plan for Winston's engagement for the post-petition period as appropriate. The firm can be reached through: Carrie V. Hardman, Esq. WINSTON & STRAWN LLP 200 Park Avenue New York, NY 10166-4193 Phone: (212) 294-5391 Email: chardman@winston.com About SC Healthcare Holding SC Healthcare Holding, LLC, et al. comprise one of the largest nursing home operators in the United States and work in partnership with physicians, skilled nurses, and other health care providers in order to provide various healthcare and rehabilitation services for elderly citizens in Illinois, Missouri, and Iowa. SC Healthcare Holding, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10443) on March 20, 2024. In the petition signed by David R. Campbell as authorized signatory, SC Healthcare disclosed up to $100 million to $500 million in assets and $100 million to $500 million in liabilities. Judge Hon. Thomas M Horan oversees the case. Young Conaway Stargatt & Taylor, LLP and Winston & Strawn LLP represent the Debtors as legal counsel. SC HEALTHCARE: Seeks to Hire Young Conaway Stargatt as Co-Counsel ----------------------------------------------------------------- SC Healthcare Holding, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLC as co-counsel. The firm's services include: a. providing legal advice and services with the Local Rules and local practices and procedures and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of these Chapter 11 Cases, bearing in mind that the Court relies on co-counsel such as Young Conaway to be involved in all aspects of each bankruptcy proceeding; b. reviewing, commentating, and/or preparing drafts of documents to be filed with the Court as co-counsel to the Debtors; c. appearing in Court, at any meeting with the U.S. Trustee, and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel; d. performing various services in connection with the administration of the Chapter 11 Cases; e. performing all other legal services for the Debtors that may be necessary and proper in these Chapter 11 Cases in consultation with Winston & Strawn LLP, as co-counsel to the Debtors. The firm will be paid at these rates: Andrew L. Magaziner $980 per hour Shella Borovinskaya $565 per hour Carol E. Cox $530 per hour Debbie Laskin (paralegal) $385 per hour On Feb. 29, 2024, Young Conaway received a retainer of $550,000, inclusive of filing fees. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. none of the firm's professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 Cases; c. Young Conaway was retained by the Debtors pursuant to an Engagement Letter dated February 20, 2024. The billing rates and material terms of the pre-petition engagement are the same as the rates and terms described in the Application; and d. the Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Andrew Magaziner, Esq., a partner at Young Conaway Stargatt & Taylor, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Andrew L. Magaziner, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: amagaziner@ycst.com About SC Healthcare Holding SC Healthcare Holding, LLC, et al. comprise one of the largest nursing home operators in the United States and work in partnership with physicians, skilled nurses, and other health care providers in order to provide various healthcare and rehabilitation services for elderly citizens in Illinois, Missouri, and Iowa. SC Healthcare Holding, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10443) on March 20, 2024. In the petition signed by David R. Campbell as authorized signatory, SC Healthcare disclosed up to $100 million to $500 million in assets and $100 million to $500 million in liabilities. Judge Hon. Thomas M Horan oversees the case. Young Conaway Stargatt & Taylor, LLP and Winston & Strawn LLP represent the Debtors as legal counsel. SC HEALTHCARE: Taps David R. Campbell of Getzler Henrich as CRO --------------------------------------------------------------- SC Healthcare Holding, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Getzler Henrich & Associates LLC to provide interim management services and designate David R. Campbell as the chief restructuring officer. Professional services that may be provided by Getzler Henrich and Mr. Campbell include: (a) assisting with the preparation of business plans and financial projections, and analysis of alternative operating scenarios; (b) assessing, monitoring, and managing operations, and recommending and implementing the restructuring of operations, as may be appropriate; (c) overseeing a sale process under section 363 of the Bankruptcy Code, or otherwise, if any; (d) assisting with the preparation of motions and other pleadings as requested by counsel to the Debtors; (e) assisting with compliance with the reporting requirements of the Bankruptcy Code, Bankruptcy Rules and Local Rules, including reports, monthly operating reports, and Schedules of Assets and Liabilities and Statements of Financial Affairs; (f) participating in hearings before the Court and, if necessary, providing testimony in connection with any hearings before the Court; (g) consulting with all other retained parties, secured lenders, creditors' committees (if any), and other parties-in-interest; (h) assisting with the analysis and reconciliation of claims against the Debtors and other bankruptcy avoidance actions; and (i) performing such other tasks as appropriate. Getzler will provide the Debtors with restructuring and interim management services. The firm will be paid at these rates: Principal/Managing Director $635 to $795 per hour Director/Specialist $495 to $725 per hour Associate Professionals $185 to $495 per hour Mr. Campbell disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David R. Campbell Getzler Henrich & Associates, LLC 295 Madison Ave., 20th Floor New York, NY 10017 Tel: (212) 697-2400 Fax: (212) 697-4812 About SC Healthcare Holding SC Healthcare Holding, LLC, et al. comprise one of the largest nursing home operators in the United States and work in partnership with physicians, skilled nurses, and other health care providers in order to provide various healthcare and rehabilitation services for elderly citizens in Illinois, Missouri, and Iowa. SC Healthcare Holding, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10443) on March 20, 2024. In the petition signed by David R. Campbell as authorized signatory, SC Healthcare disclosed up to $100 million to $500 million in assets and $100 million to $500 million in liabilities. Judge Hon. Thomas M Horan oversees the case. Young Conaway Stargatt & Taylor, LLP and Winston & Strawn LLP represent the Debtors as legal counsel. SEATON INVESTMENTS: Hires Saul Ewing as Bankruptcy Counsel ---------------------------------------------------------- Seaton Investments, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to hire Saul Ewing LLP as their general bankruptcy counsel. a. providing legal advice with respect to each Individual Debtor's powers and duties as debtors in possession in the continued operation of their business; b. preparing and filing all documents to commence the case, comply with requirements of the Court and the Office of the United States Trustee, and other administrative and legal tasks such as, but not limited to, the petition, schedules, statement of financial affairs, any necessary amendments thereto, the U.S. Trustee's 7-day package and any other U.S. Trustee inquiries; c. attending the meeting creditors and initial debtor interview with the Debtors; d. preparing and pursuing confirmation of a plan and approval of a disclosure statement; e. preparing, on behalf of the Individual Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; f. representing Debtors in contested matters and adversary proceedings and at hearings before this Court; g. assisting with the protection of property of the estates; h. assisting with the use, sale, or lease of property of the estate and/or cash collateral, if applicable; i. assisting with employment and compensation of professionals; j. analyzing claims and administrative expenses, and object to any if necessary; k. assisting with negotiating and obtaining approval of compromises; l. appearing in Court and protecting the interests of the Individual Debtors before the Court; m. providing assistance, advice and representation concerning any investigation of the assets, liabilities and financial condition of the Individual Debtors that may be required under local, state or federal law or orders of this or any other court of competent jurisdiction; and n. performing all other legal services that are necessary or appropriate in the representation of the Individual Debtors. The attorneys primarily responsible for representing the Debtors, and their current standard hourly rates, are: Zev Shechtman, Partner $725 Carol Chow, Counsel $640 Turner Falk, Associate $430 Saul Ewing's hourly rates are: Partners $655 to $1,260 Special Counsel $585 to $1,200 Associates $345 to $620 Paraprofessionals $175 to $395 On the Petition Date, Saul Ewing received a transfer from Danning Gill to Saul Ewing's attorney-client trust account of $151,355.40, comprised of the $5,214 for the three chapter 11 filing fees and the $146,141.40 retainer balance. Zev Shechtman, a partner at Saul Ewing LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Zev Shechtman, Esq. Saul Ewing LLP 1888 Century Park East, Suite 1500 Los Angeles, CA 90067 Telephone: (310) 255-6100 Facsimile: (310) 255-6200 Email: Zev.Shechtman@saul.com About Seaton Investments, LLC Seaton Investments, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Seaton Investments, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal Case No. 24-12079) on March 19, 2024, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Alan D. Gomperts as managing member. Judge Vincent P. Zurzolo presides over the case. Derrick Talerico, Esq. at WEINTRAUB ZOLKIN TALERICO & SELTH LLP represents the Debtor as counsel. SEMILEDS CORP: Incurs $557K Net Loss in Second Quarter ------------------------------------------------------ SemiLEDs Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $557,000 on $886,000 of net revenues for the the three months ended Feb. 29, 2024, compared to a net loss of $545,000 on $1.15 million of net revenues for the three months ended Feb. 28, 2023. For the six months ended Feb. 29, 2024, the Company reported a net loss of $1.15 million on $2.54 million of net revenues, compared to a net loss of $1.05 million on $2.85 million of net revenues for the six months ended Feb. 28, 2023. As of Feb. 29, 2024, the Company had $12.02 million in total assets, $8.93 million in total liabilities, and $3.09 million in total equity. The Company suffered losses from operations of $3.4 million and $3.2 million and used net cash in operating activities of $984,000 and $1.5 million for the years ended Aug. 31, 2023 and 2022, respectively. The Company said these facts and conditions raise substantial doubt about the Company's ability to continue as a going concern, even though gross profit on product sales was $1.0 million for the year ended Aug. 31, 2023 compared to $1.4 million for the year ended Aug. 31, 2022. Loss from operations for the three and six months ended Feb. 29, 2024 were $832,000 and $1.7 million, respectively. Net cash used in operating activities for the six months ended Feb. 29, 2024 was $679,000. Moreover, at Feb. 29, 2024, the Company's cash and cash equivalents had decreased to $1.6 million. However, management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company's obligations as they become due for a reasonable period of time, and allow the development of its core business. * Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. Steady growth of module products and the continued commercial sales of its UV LED products are expected to improve the Company's future gross margin, operating results and cash flows. The Company is targeting niche markets and focusing on product enhancement and developing its LED products into many other applications or devices. * Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, possibly decreasing its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility. * Raising additional cash through potential equity offerings, including sales through an at-the-market, or ATM, program sales of assets, and/or issuance of debt as considered necessary and looking at other potential business opportunities. "While the Company's management believes that the measures described in the above liquidity plan will be adequate to satisfy its liquidity requirements for the twelve months after the date that the financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1333822/000095017024043853/leds-20240229.htm About SemiLEDs Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs -- http://www.semileds.com-- develops, manufactures and sells light emitting diode (LED) chips, LED components, LED modules and systems. The Company's products are used for general specialty industrial applications, including ultraviolet, or UV, curing of polymers, LED light therapy in medical/cosmetic applications, counterfeit detection, LED lighting for horticulture applications, architectural lighting and entertainment lighting. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 27, 2023, citing that the Company incurred recurring losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. SEVEN RIVERS: Case Summary & Eight Unsecured Creditors ------------------------------------------------------ Debtor: Seven Rivers Leasing Corporation, Inc. 132 Flight Lane Mena, AR 71953 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Western District of Arkansas Case No.: 24-70617 Judge: Hon. Bianca M. Rucker Debtor's Counsel: Donald A. Brady, Jr., Esq. BRADY LAW FIRM 249 N. Main, Ste A Cave Springs, AR 72718 Tel: 479-935-2632 Fax: 479-439-8333 Email: don@bradylaw-nwa.com Total Assets: $2,964,760 Total Liabilities: $999,863 The petition was signed by Brenda Sloan as secretary/treasurer. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FGE5OSQ/Seven_Rivers_Leasing_Corporation__arwbke-24-70617__0001.0.pdf?mcid=tGE4TAMA SHEA HOMES: S&P Upgrades ICR to 'BB-' On Operating Momentum ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on California-based Shea Homes L.P. to 'BB-' from 'B+'. At the same time, S&P affirmed its issue-level rating on the company's senior unsecured notes at 'BB-' and revised the recovery rating to '3' from '2' based on its recovery criteria. S&P said, "The stable outlook reflects our forecast that Shea's debt to EBITDA will remain below 3x for the next 12 months while its debt to capital trends toward the 25%-30% range. The company's continued operating momentum, new community count growth, and earnings forecasted in 2024 will help it sustain our forecasted leverage metrics. "Our assessment of Shea's financial risk reflects our expectation that its 2023 EBITDA of about $437 million could decline by 35% over the next 12 months and still result in debt to EBITDA below 3x. We do not expect total debt to change much over the same time span, nor do we expect a 35% decline in EBITDA in 2024 or 2025. As such, we forecast EBITDA of $290 million-$300 million in 2024, with adjusted debt of approximately $845 million. Capital allocation remains relatively conservative, even as the builder invests for attractive growth opportunities. As such, the company expects to spend more on land and land development in 2024 then the $713 million spent in 2023, resulting in our expectations of negative free operating cash flow (FOCF)of approximately $300-$325 million. Although we do not see this as a negative as the company currently has a higher-than-average cash balance, and is reinvesting in the business for future growth. Furthermore, we expect EBITDA to interest to be above 6x. We do not forecast any large acquisitions, share repurchases, or unusually large payouts to owners. In addition, the nearest long-term debt maturities isn't until 2028. "Our business risk assessment on Shea Homes reflects its private ownership as it's closely held by J.F. Shea Co. Inc. and members of the Shea family, who collectively have a 100% interest. Shea has a modest amount of geographic diversity, operating in 10 states. California has historically accounted for most of its annual revenues and accounted for the highest number of closings in 2023 by more than double of any other of its markets. As of Dec. 31, 2023, Shea's land supply in Northern California, Southern California, and San Diego were all approximately 3 years. This compares to rounded four, seven, and nine years in Arizona, Colorado, and Houston, respectively, which includes land held for sale to other builders. "Shea's concentration within the Golden State implies comparatively higher risk of loss and greater overall cash flow volatility. Despite the company's average home price of about $937,000, we don't weigh affordability as much as we might were it not for the outsized impact of the state's high-priced homes. Nonetheless, Shea has a relatively high concentration within the move-up and luxury segments as well as the active adult segment, which is roughly 35% of deliveries. Furthermore, roughly 20% of its delivery volumes are aimed at entry level (the largest buyer base), which is lower when compared with peers. This gives the company flexibility in its ability to reach a diverse customer base. Since 2015, annual deliveries have stayed between 2,000 and 2,825 because the company has focused its growth within existing markets. The number of deliveries is much less than our other 'BB-' rated builders Ashton Woods USA LLC., LGI Homes Inc., and Dream Finders Homes Inc. "Profitability improved in the past two years for several home builders, including Shea Home, helping them build a good cushion for credit metrics. While Shea experienced some deterioration from revenue and cash flow pressure in fiscal 2023, we expect the company to maintain financial policies that will sustain solid credit metrics in the next few years. Homebuyers have seemingly acclimated to higher mortgage rates, which we believe will remain elevated. We expect 30-year conventional fixed-rate mortgage rates in the high 6% range for 2024. To counteract this, homebuilders are offering temporary and permanent rate buy-downs and closing cost assistance. "We believe the degree and extent of home demand across the U.S. will depend on a combination of factors, including the trajectory and stability of the 30-year fixed-rate mortgage, local housing market and economic fundamentals, and economic growth. S&P Global Ratings economists expect about 1.4 million housing starts in 2024 and 2025 (we previously forecast 1.3 million) as recessionary fears in the U.S. economy dissipate. Stronger housing demand since the start of 2023 coupled with a limited resale market will likely enable more sales and home construction in 2024. "The stable outlook reflects our forecast that debt to EBITDA will be below 3x for the next 12 months and debt to capital in the 25%-30% area. The company's consistent earnings performance and relatively stable debt levels will help support this forecast for the next two years. "We could lower our rating on Shea to 'B+' over the next 12 months if debt to EBITDA weakens, rising above 3x with no sign of recovery. This could occur if forecasted EBITDA margins fall by more than 100 basis points, with no additional revenues." Although unlikely, S&P could raise the rating within the next 12 months to 'BB' if Shea Homes: -- Continues enhancing the scale of its homebuilding operations while maintaining our expectations of margin improvement that compares favorably with its peers; and -- Sustains debt to EBITDA below 2x to account for potentially weaker earnings in a cyclical downturn. SIX FLAGS: Egan-Jones Hikes Senior Unsecured Ratings to B- ---------------------------------------------------------- Egan-Jones Ratings Company, on April 8, 2024, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Six Flags Theme Parks Inc. to B- from CCC+. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Arlington, Texas, Six Flags Theme Parks Inc. operates as an amusement park. SIX FLAGS: S&P Rates New $850MM Senior Secured Notes 'BB' --------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '1' recovery rating to Six Flags Entertainment Corp.'s proposed $850 million senior secured notes due 2032 and placed the 'BB' issue-level rating on CreditWatch with positive implications. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 90%) recovery for the secured lenders in the event of a payment default. The company plans to use the proceeds from these notes to repay outstanding revolver borrowings, its $479 million term loan B due 2026, and a portion of its $365 million senior secured notes due 2025; pay transaction-related fees and expenses; and add cash to its balance sheet. S&P said, "We view the proposed refinancing, which will extend Six Flag's maturity profile, as largely debt for debt. However, we also lowered our issue-level rating on Six Flags Entertainment Corp.'s existing unsecured debt to 'B-' from 'B' and revised our recovery rating to '6' from '5' to correct an error. This error, which involves our recovery analysis, is related to our previously incorrect assumption that the company's existing term loan would continue to amortize following its $315 million prepayment in 2020. This caused us to underestimate the size of the secured debt claim under our recovery waterfall, which--in turn--led us to overestimate the recovery prospects for its unsecured noteholders. "Under our corrected recovery analysis, the higher estimated secured debt claim results in lower projected recoveries for the secured and unsecured debtholders. While our rounded recovery estimate for Six Flag's secured debt also declined under our updated default scenario (to 90% from 95%), the reduction was not significant enough to lead us to revise our '1' recovery rating. All ratings on the company remain on CreditWatch with positive implications." In 2023, Six Flags increased its revenue by 5% year over year on higher attendance due to elevated season-pass and food and beverage sales and rising sponsorship revenue. However, the company's increased revenue was partially offset by lower per-capita guest spending due to optimized season-pass and single-day-ticket prices, which reduced its overall admissions pricing. The higher proportion of season-pass holders, who tend to spend less on certain in-park products than single-day guests, also contributed to the decline in Six Flag's admission pricing. The company's S&P Global Ratings-adjusted EBITDA margin decreased by 5.6% year over year due to an increase in its cash operating costs stemming from its higher attendance, elevated advertising spending, and rising self-insurance reserves. The positive CreditWatch continues to reflect S&P's view that Six Flag's pending merger with Cedar Fair L.P. could improve its credit profile due to the expected increase in its scale and the realization of potential synergies from the combination. S&P could raise its rating on the company by up to two notches if the merger receives regulatory, shareholder, and other necessary approvals. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'BB' issue-level rating and '1' recovery rating to Six Flags' proposed senior secured notes due 2032 and placed the 'BB' rating on CreditWatch with positive implications. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 90%) recovery for secured lenders in the event of a payment default. -- S&P's 'BB' issue-level rating and '1' recovery rating on Six Flags' $500 million senior secured revolving credit facility due 2028 and outstanding $200 million secured notes due 2025 indicate our expectation for very high (90%-100%; rounded estimate: 90%) recovery for lenders in the event of a payment default. -- S&P lowered its issue-level rating on Six Flags' outstanding $57 million senior unsecured notes due 2024, $500 million senior unsecured notes due 2027, and $800 million senior unsecured notes due 2031 to 'B-' from 'B' and revised its recovery rating to '6' from '5'. The '6' recovery rating indicates its expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. -- S&P's simulated default scenario contemplates a default occurring by 2028 due to a severe economic downturn, tighter consumer credit markets, and an overall decline in consumer discretionary spending that leads to a substantial reduction in Six Flags' attendance and per-capita spending. -- S&P assumes a reorganization following the default and use an emergence EBITDA multiple of 6.5x (consistent with the multiples it uses for other theme park operators) to value the company. Simulated default assumptions -- Simulated year of default: 2028 -- EBITDA multiple: 6.5 -- EBITDA at emergence: $243 million Simplified waterfall -- Net recovery value (after 5% administrative costs): $1.5 billion -- Valuation split (obligor/nonobligor): 87%/13% -- Estimated secured claims: $1.53 billion -- Value available for secured claims: $1.5 billion --Recovery expectations: 90%-100% (rounded estimate: 90%) -- Estimated senior unsecured claims: $1.43 billion -- Value available for unsecured claims: $68 million --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. SMITH MICRO: Board OKs 1-for-8 Reverse Stock Split -------------------------------------------------- Smith Micro Software, Inc. announced that the Company's Board of Directors has approved a 1-for-8 reverse split of the Company's Common Stock, par value $0.001 per share. The Reverse Split was approved by the Company's stockholders at a special meeting held on April 3, 2024. The Reverse Split legally took effect on April 10, 2024. The Company's Common Stock will open for trading under a new CUSIP number 832154405 on The Nasdaq Capital Market on a split-adjusted basis under the current ticker symbol "SMSI." The Reverse Split is intended to increase the per share trading price of the Company's common stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The Reverse Split will automatically convert every eight current shares of the Company's common stock, whether issued and outstanding or held by the Company as treasury stock, into one share of fully paid and nonassessable common stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders of record who would otherwise be entitled to receive a fractional share of the Company's common stock following the Reverse Split will be entitled to rounding up of the fractional share to the nearest whole number. The Reverse Split will reduce the aggregate number of shares of outstanding Common Stock from approximately 76,805,280 shares to approximately 9,600,660 shares (based on outstanding shares as of April 2, 2024). The total authorized number of shares will remain unchanged. The terms of all outstanding warrants currently exercisable for shares of Common Stock, and all equity awards granted under the Company's equity plans, including the per share exercise price of options and the number of shares issuable under such options, will be proportionally adjusted to maintain their economic value, subject to adjustments for any fractional shares as described above. In addition, the total number of shares of common stock that may be the subject of future grants under the Company's equity plans, as well as any plan limits on the size of such grants will be adjusted and proportionally decreased as a result of the Reverse Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-Reverse Split shares. Stockholders owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to brokers' particular processes, and will not be required to take any action in connection with the Reverse Split. For those stockholders holding physical stock certificates, the Company's transfer agent, Computershare, will send instructions for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing the post-Reverse Split number of shares, including the impact of any rounding to the nearest whole number of shares in lieu of fractional shares, if applicable. About Smith Micro Software Pittsburgh, PA-based Smith Micro Software, Inc. develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless and cable service providers around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, the Company strives to enrich today's connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer Internet of Things ("IoT") devices. Smith Micro's portfolio includes family safety software solutions to support families in the digital age and a wide range of products for creating, sharing, and monetizing rich content, such as visual voice messaging, retail content display optimization, and performance analytics. Los Angeles, CA-based SingerLewak LLP., the Company's auditor, issued a "going concern" qualification in its report dated February 26, 2024, citing that the Company has suffered recurring losses from operations and has projected future cash flow requirements to meet continuing operations in excess of current available cash. This raises substantial doubt about the Company's ability to continue as a going concern. SMITH MICRO: Initiates Interim Goodwill Impairment Test ------------------------------------------------------- Smith Micro Software, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company has initiated and is currently conducting an interim goodwill impairment test as a result of a sustained decrease in its common stock share price and market capitalization that has occurred since February 23, 2024. As a result of such testing to date, the Company concluded on April 4, 2024 that the carrying value of the Company's single reporting unit exceeded its fair value and that a material non-cash pretax impairment charge related to goodwill will be required under generally accepted accounting principles for the first quarter of 2024. The valuation work associated with the Company's interim goodwill impairment testing is still being completed and reviewed, and as such the Company is unable to provide a good faith estimate at this time of the amount or a range of amounts of the impairment charge, other than to state that the impairment charge is expected to be material. The Company will provide an update through an amendment to this 8-K or through the filing of the Form 10-Q once a determination of such an estimate or range of estimates has been made. The impairment charge is a non-cash charge and the Company does not expect to be required to make any current or future cash expenditures as a result of this impairment. Additionally, the charge is not expected to have an impact on the Company's compliance with any outstanding agreements. About Smith Micro Software Pittsburgh, PA-based Smith Micro Software, Inc. develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless and cable service providers around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, the Company strives to enrich today's connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer Internet of Things ("IoT") devices. Smith Micro's portfolio includes family safety software solutions to support families in the digital age and a wide range of products for creating, sharing, and monetizing rich content, such as visual voice messaging, retail content display optimization, and performance analytics. Los Angeles, CA-based SingerLewak LLP., the Company's auditor, issued a "going concern" qualification in its report dated February 26, 2024, citing that the Company has suffered recurring losses from operations and has projected future cash flow requirements to meet continuing operations in excess of current available cash. This raises substantial doubt about the Company's ability to continue as a going concern. SOUTHWESTERN ENERGY: Egan-Jones Cuts Sr. Unsecured Ratings to BB- ----------------------------------------------------------------- Egan-Jones Ratings Company, on April 4, 2024, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Southwestern Energy Company to BB- from B+. EJR also withdrews rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Southwestern Energy Company is an independent energy company. SP PF BUYER: Moody's Appends LD Designation to PDR --------------------------------------------------- Moody's Ratings affirmed SP PF Buyer LLC's (Pure Fishing) Probability of Default Rating at Caa2-PD and appended the PDR with a limited default ("LD") designation, changing the PDR to Caa2-PD/LD. This is as Moody's Ratings considers recent amendments to Pure Fishing's sponsor loans and cash interest relief to be a distressed exchange. These transactions do not constitute an event of default under any of the company's debt agreements and support Pure Fishing's near-term liquidity. At the same time, Moody's Ratings affirmed the company's Caa2 Corporate Family Rating, and the Caa2 rating on the backed senior secured first lien term loan due December 2025. The outlook remains negative. Moody's Ratings will remove the "/LD" designation from the PDR after three business days. In March 2024, Pure Fishing's financial sponsor, Sycamore Partners (Sycamore) agreed to prospectively provide additional liquidity to the company through March 31, 2025 by converting the cash interest on the real property loan and promissory notes (both unrated) provided by Sycamore to PIK (paid in-kind) interest. Sycamore also agreed to recycle back into the company the cash interest related to the portion of the first lien and second lien term loans that Sycamore owns, with the company capitalizing the recycled interest into the real property loan. During 3Q-2023 Sycamore purchased about 25% of the company's $719 million principal amount first lien term loan due December 2025 and the entire $255 million second lien term loan due December 2026 (unrated). This follows the December 2023 maturity extension of the initial $60 million real property loan to October 2025 from October 2024, and an incremental $10 million real property loan and an additional $15 million promissory note also provided by Sycamore. The incremental real property loans mature in February 2027. Moody's Ratings considers the PIK interest conversion, the recycled cash interest, and the maturity extension of the real property loan to be a distressed exchange. The debt capital injection and cash interest relief provided by the company's financial sponsor provides near-term financial flexibility to fund operations and working capital seasonality, particularly during the first quarter of 2024 ahead of the North American fishing season. Moody's Ratings estimates an annual cash interest expense reduction of about $52 million pro forma for the above transactions. Following a material deterioration in profitability in fiscal 2023 with company-adjusted EBITDA declining by 60% year-over-year, Pure Fishing anticipates reporting a meaningful improvement in profitability for the 1Q-2024 period. Profitability is benefitting from higher sales with more normalized ordering by retail customers, increased production volume, pricing and cost management. The company also anticipates that better profitability, additional reduction in working capital, and the cash interest relief by its financial sponsor will support positive free cash flow in fiscal 2024. The ratings affirmations reflect Moody's Ratings view that the probability of an event of default, including a debt restructuring is high and Moody's Ratings recovery rate for the company's debt that estimates a material impairment. The company's capital structure is unsustainable at current earnings levels and refinancing risk is elevated given the approaching debt maturities in late 2025. The company will need to meaningfully and sustainably improve its earnings and cash flows ahead of these maturities becoming current in late 2024. RATINGS RATIONALE Pure Fishing's Caa2 CFR reflects its unsustainable capital structure absent a significant earnings improvement and Moody's Ratings view that the risk of a default remains high over the near term. The company has a narrow product focus in the mature and discretionary fishing product category, and it is exposed to cyclical consumer discretionar spending. Pure Fishing's weak liquidity is constrained by large borrowings on its asset based lending (ABL) revolving facility which provides limited financial flexibility to absorb prolonged revenue or earnings pressures. The approaching debt maturities in late 2025 provides a limited timeframe to execute a turnaround and improve earnings and cash flow before these maturities become current. Pure Fishing has some customer concentration with its top customer accounting for more than 10% of sales. The rating also reflects Pure Fishing's strong market presence in the fishing products industry, and its portfolio of long-standing well recognized brands among fishing enthusiasts. The company has some geographic diversification and benefits from its product diversification within fishing gear. Fishing participation in the US increased since the pandemic, which should support fishing trips frequency and sales of higher margin consumables products. Moody's Ratings projects the company will generate positive free cash flow of around $20 million in fiscal 2024, supported by the cash interest relieve, improved earnings, and lower working capital. Moody's Ratings expects the company will use excess cash to repay its ABL borrowings. The negative outlook reflects Pure Fishing's high probability of default given the approaching debt maturities in late 2025, and the uncertainty around Moody's Ratings recovery estimates if profitability improvement stalls or reverses. Persistently high inflation is pressuring consumer discretionary spending and there is uncertainty around the company's ability to sustainably improve earnings and cash flows to sustain debt service and fund business seasonality past 2024, particularly if assuming full cash pay interest. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company improves its liquidity and credit metrics by improving earnings and maintaining good availability under its ABL revolving facility. A ratings upgrade would also require sustainably improved profitability and cash flows such that the risks of a default is lower. The ratings could be downgraded if the company is unable to meaningfully improve its earnings and free cash flow generation in fiscal 2024, or if its unable to have good availability under its ABL revolving facility to fund seasonal cash flows past the 2024 fishing season. The ratings could also be downgraded if the risk of an event of default increases for any reason, or Moody's Ratings estimates of expected loss for the company's creditors increases. The principal methodology used in these ratings was Consumer Durables published in September 2021. Headquartered in Columbia, South Carolina, Pure Fishing primarily designs, manufactures and sells fishing equipment, including rods, reels, lures, artificial bait, and related fishing tackle, across the globe. Since December 2018 the company is owned by private equity sponsor Sycamore Partners. Annual revenue is under $1.0 billion. SPARTAN GROUP: Plan Exclusivity Period Extended to July 10 ---------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas extended Spartan Group Holdings, LLC and its affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to July 10 and September 9, 2024, respectively. As shared by Troubled Company Reporter, the Debtors provide integrated, innovative, high-quality engineering and construction services and solutions. The Debtors provide turnkey concrete and reinforcing solutions, from design, to engineering, to fabrication, to pouring, and the Debtors provide highly engineered and specific concrete for a variety of high-end uses. The Debtors explain that they are exploring various available alternatives, from a full liquidation, to a complete reorganization, or somewhere in between. In the meantime, the Debtors continue to operate their business, both to keep their options open and to preserve the value of their contracts and retainage. The Debtors claim that they have received interest from potential purchasers of certain assets, some of which are in advanced discussions, and they require additional time to formulate their chapter 11 plan. Attorneys for the Debtors: Davor Rukavina, Esq. Julian P. Vasek, Esq. MUNSCH HARDT KOPF & HARR, P.C. 4000 Lincoln Plaza 500 N. Akard Street Dallas, TX 75201-6659 Telephone: (214) 855-7500 Facsimile: (214) 855-7584 About Spartan Group Holdings Spartan Group is a family of companies that provide dependable turnkey engineering, construction, and supply chain service solutions. Spartan Group Holdings, LLC, and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 23-42384) on Dec. 13, 2023. The petitions were signed by Adrian J. Cano as chief executive officer. At the time of filing, Spartan estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Brenda T. Rhoades presides over the case. Davor Rukavina, Esq. at MUNSCH HARDT KOPF & HARR, P.C., is the Debtor's counsel. STOWERS TRUCKING: Seeks to Hire Trucks Inc as Sales Agent --------------------------------------------------------- Stowers Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Todd Young and Trucks Inc. as its sales agent. The firm will assist the Debtor in selling of its vehicles, equipment and personal property free and clear of liens. Trucks, Inc. will conduct a sale of the identified personal property at a flat commission rate of 10 percent. Mr. Young assured the court that his firm does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Todd Young TRUCKS, INC. 2540 Pennsylvania Ave Charleston, WV 25302 Phone: (304) 395-0953 About Stowers Trucking Stowers Trucking LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. W. Va. Case No. 22-20125) on July 7, 2022, with up to $500,000 in both assets and liabilities. Judge B. Mckay Mignault oversees the case. James M. Pierson, Esq., at Pierson Legal Services is the Debtor's legal counsel. SUNOCO L.P: S&P Rates Sr. Unsecured Notes 'BB', On Watch Positive ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level ratings and '3' recovery rating to Sunoco L.P.'s proposed $1.5 billion senior unsecured notes issuance, consisting of notes due in 2029 and 2032. S&P also placed the issue-level ratings on CreditWatch with positive implications. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. S&P said, "We expect the acquisition transaction of NuStar Energy L.P. will close in the first half of May. The company will use net proceeds from the transaction to refinance NuStar's outstanding revolving credit facility, the outstanding amount on the NuStar receivables financing facility, the subordinated notes, and all preferred units at the close of the acquisition transaction. Following the acquisition, Sunoco will assume the notes then outstanding at NuStar, and Sunoco will guarantee the assumed NuStar debt. "The CreditWatch placement on the notes reflects the likelihood that we could raise our senior unsecured issue-level ratings by one notch around the close of the merger with NuStar. For more information related to the CreditWatch, see our recent publication on Sunoco on RatingsDirect." Sunoco L.P. is primarily engaged in the distribution of motor fuels to independent dealers, distributors, and other commercial customers, and to end customers at retail sites operated by commission agents. Sunoco also receives lease income from real estate used in the retail distribution of motor fuels. Sunoco's general partner, Sunoco GP LLC, is 100% owned by Energy Transfer L.P. (ET), which owns 100% of Sunoco's incentive distribution rights and the noneconomic general partner interest, as well as approximately 34% of the partnership's limited partner units. SUNOCO LP: Moody's Rates New $1.5BB Senior Unsecured Notes 'Ba3' ---------------------------------------------------------------- Moody's Ratings assigned a Ba3 rating (also on review for upgrade) to Sunoco LP's proposed $1.5 billion senior unsecured notes and placed the notes on review for upgrade. The notes will be issued in two tranches, due in 2029 and 2032. All other ratings of Sunoco are unchanged, including its Ba2 Corporate Family Rating, and remain on review for upgrade pending completion of Sunoco's acquisition of NuStar Energy L.P. Proceeds from the proposed notes will be used, following the close of the NuStar acquisition, to fund the redemption of NuStar's subordinated notes and purchase its preferred units, as well as to repay NuStar's revolving credit and receivables financing facilities. If the acquisition does not close, the proposed notes will be subject to mandatory redemption at par plus accrued and unpaid interest. RATINGS RATIONALE/FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Sunoco's Ba2 CFR benefits from its position as one of the largest distributors of motor fuels in the US, the strength of its Sunoco retail brand and the geographic reach and revenue stability accruing from its dominant business, wholesale motor fuel distribution. The company's ratings were placed on review for upgrade on January 22, 2024, reflecting the business profile enhancement the NuStar acquisition provides. The proposed transaction, which Sunoco expects to close in early May, will moderately increase its financial leverage. The company is likely to achieve cost improvements and operating efficiencies from the combination, leading to cash flow growth and gradual deleveraging. Based on the proposed transaction and pro forma leverage, an upgrade of the CFR would likely be limited to Ba1. Following the close of the acquisition, Sunoco intends to redo its existing $1.5 billion secured revolving credit facility into a new $1.5 billion unsecured facility. With a completely unsecured capital structure, Sunoco's existing senior unsecured notes – currently rated Ba3, one notch below the CFR – and the proposed notes would be rated equal to the CFR. Moody's Ratings regards Sunoco as having good liquidity as indicated by its SGL-2 Speculative Grade Liquidity rating, principally a function of its $1.5 billion secured revolving credit facility. At December 31, 2023, Sunoco had almost $1.1 billion available on its credit facility. The facility is primarily used to fund acquisitions and Sunoco periodically issues notes to term out borrowings. Moody's Ratings anticipates the company will not need to rely on its revolver in any material way to fund operations or its capital program as Sunoco is expected to generate positive free cash flow. Dallas, TX-based Sunoco is a master limited partnership with core operations that include the distribution of motor as well as refined product transportation and terminalling assets. Sunoco's general partner is owned by Energy Transfer LP (ET, Baa3 positive) Pro forma for the NuStar acquisition ET will also own 21% of Sunoco's common units. The principal methodology used in these ratings was Midstream Energy published in February 2022. SUPOR PROPERTIES: Seeks to Tap CBRE, Inc as Real Estate Broker -------------------------------------------------------------- Supor Properties Enterprises LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to hire CBRE, Inc. as real estate broker. The Debtors will require the assistance of a licensed real estate broker to market for sale the properties. The property of the Debtors' estates includes valuable real estate, including the RDA Properties in Harrison, New Jersey, and other Non-RDA Properties in Hudson and Ocean Counties, New Jersey. CBRE will received a buyer's premium at closing equal to one percent of the gross sales price. As disclosed in the court filings, CBRE is "disinterested" as defined by the Bankruptcy Code, holds no connections to the Debtors, their secured creditors, and their other creditors and parties-in-interest in the Bankruptcy Case, and holds no interest adverse to the Debtors or to the Estates. The broker can be reached through: Jeff Hipschman CBRE Inc. 250 Pehle Avenue, Suite 600 Saddle Brook, NJ 07663 Phone: (201) 712-5600 Email: jeff.hipschman@cbre.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. SYSTEM1 INC: Board Appoints Two New Directors --------------------------------------------- System1, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 10, 2024, the Board of Directors of the Company appointed Charles Ursini to serve as a Class II director and Ryan Caswell to serve as a Class III director of the Board. As a Class II director, Mr. Ursini will be up for re-election at the Company's annual meeting of stockholders to be held in 2024. As a Class III director, Mr. Caswell will be up for re-election at the Company's annual meeting of stockholders to be held in 2025. Only Mr. Caswell will receive compensation in accordance with the Company's compensation arrangements for non-management directors, which amount shall be pro-rated for compensation amounts payable through the Company's annual meetings of stockholders to be held in 2024. Mr. Caswell has served as the president of Cannae Holdings, Inc. (NYSE: CNNE), a publicly traded holding company, since February 2023, and previously served as its Senior Vice President of Corporate Finance from September 2020 to February 2023. Mr. Caswell also previously served as a managing director and Partner of Trasimene Capital Management, LLC, Cannae Holdings' external manager until March 2024. Mr. Caswell leads the sourcing, execution, and management of many of Cannae Holdings investments and portfolio companies. He currently serves, or has previously served, on the board of directors of multiple companies, including Amerilife, CorroHealth, FC Lorient, TripleTree Holdings and WineDirect, among others, and previously served on the Company's Board from June to August 2023. Prior to joining Cannae Holdings, Mr. Caswell previously served as a managing director in the investment banking division at BofA Securities. Mr. Caswell received his bachelor of arts in economics from Stanford University. Mr. Ursini is a co-founder of the Company's predecessor business, and currently serves as a member of its senior management team. Previously, Mr. Ursini served as the Company's first chief executive officer from its initial founding as OpenMail in 2014 until 2020, and also served as a Director of OpenMail/S1 Holdco until January 2022, when the business combination with Trebia Acquisition Corp. was consummated. Prior to System1, Mr. Ursini served in various roles at Leaf Group Ltd. (formerly Demand Media, Inc.) where he oversaw several business units including B.I., Analytics, Monetization & Optimization, and Demand Studios, and most recently held the position of Executive Vice President, Platforms. Prior to Leaf Group/Demand Media, Mr. Ursini was an analyst at Amazon, and started his career as a [bond trader] at Morgan Stanley and UBS. Mr. Ursini received a BBA in Finance & Accounting from Washington State University and his MBA from the University of Southern California. The Company determined that Mr. Caswell qualifies as independent under the general independence standards of the New York Stock Exchange and as independent under certain heightened independence standards of the NYSE and the Securities and Exchange Commission applicable to the audit committee, and that Mr. Ursini does not qualify as independent under the general independence standards of the NYSE, as he currently serves as a member of the Company's senior management team. Mr. Caswell will be compensated for his services on the Board on the same basis as each of the Company's other non-employee directors pursuant to the Company's Non-Employee Director Compensation Program. The Company will also enter into an indemnification agreements with Messrs. Caswell and Ursini on the same basis as each of the Company's other directors. Mr. Caswell was nominated for appointment to the Board as one of Cannae Holdings' two permitted designees to serve on the Company's Board pursuant to the Shareholders Agreement, dated as of Jan. 27, 2022, by and among the (i) Company, (ii) Trasimene Trebia, L.P. and BGPT Trebia LP, (iii) Cannae Holdings, Inc. (iv) Michael Blend, (v) Charles Ursini, (vi) Nick Baker and (vii) Just Develop It Ltd. Mr. Ursini was nominated for appointment to the Board as one of two permitted Founder Designees to serve on the Company's Board pursuant to the Shareholders Agreement. There are no family relationships between either Messrs. Caswell and Ursini and any director or executive officer of the Company, and neither Messrs. Caswell nor Ursini is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Increase in Size of the Board of Directors In connection with the appointment of Messrs. Ursini and Caswell to the Company's Board, on April 10, 2024, the Board also voted to increase the size of the Board from 10 directors to 11 directors, with the additional director being a Class III director of the Board, with a term expiring at the Company's annual meeting to be held in 2025. About System1 Headquartered in Marina Del Rey, CA, System1, Inc. operates an omnichannel customer acquisition platform, delivering high-intent customers to advertisers and marketing antivirus software packages to end user customers. "As a result of the net cash inflow from the sale of Protected and an evaluation of our forecasted future cash flows from operating activities (including the impact of the headcount reductions taken in the second and third quarters of 2023), we believe that we have sufficient resources to continue as a going concern for the twelve-month period following the date these financial statements are issued. Accordingly, we have alleviated the substantial doubt regarding our ability to continue as a going concern that previously existed as of September 30, 2023, and we will have sufficient liquidity to meet our obligations as they become due over the next twelve months," System1 said in its Annual Report for the year ended Dec. 31, 2023. * * * This concludes the Troubled Company Reporter's coverage of System1, Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. TBOTG DEVELOPMENT: Case Summary & 15 Unsecured Creditors -------------------------------------------------------- Debtor: TBOTG Development, Inc. d/b/a The Bluffs on the Guadalupe 3400 Oakmont Blvd Austin, TX 78703 Business Description: The Debtor owns and operates The Bluffs on The Guadalupe, a subdivision in Comal County, Texas, having an appraised value of $32.1 million. Chapter 11 Petition Date: April 16, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-10411 Judge: Hon. Shad Robinson Debtor's Counsel: Kell C. Mercer, Esq. KELL C. MERCER, P.C. 901 S Mopac Expy Bldg 1 Ste 300 Austin, TX 78746 Tel: (512) 627-3512 E-mail: kell.mercer@mercer-law-pc.com Total Assets: $35,996,538 Total Liabilities: $22,885,007 The petition was signed by William T. Korioth as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7QC2GWA/TBOTG_Development_Inc__txwbke-24-10411__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 15 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Winstead PC $21,248 500 Winstead Building 2728 N. Harwood Street Dallas, TX 75201 2. Latuya Construction, LLC $19,915 191 E Faust New Braunfels, TX 78130 3. Pharis Design, Inc. $10,842 2525 S Lamar Blvd Unit 4 Austin, TX 78704 4. KOM Productions, LLC $4,140 915 West South Street Leander, TX 78641 5. LiveView Technologies, Inc. $3,240 P.O. Box 17853 Denver, CO 80217-5782 6. Nash Brothers Land Services LLC $2,905 501 Mussey Road Dripping Springs, TX 78620 7. Kinney Landscape Services, LLC $2,664 371 Inspiration Drive New Braunfels, TX 78130 8. Erickson Demel & Associates, PLLC $2,600 7800 N Mopc Expy Ste 215 Austin, TX 78759 9. Alpha Mobile Restrooms $1,529 222 Hutchison Street San Marcos, TX 78666 10. Gilbreath Outdoor Advertising $695 P.O Box 1264 Friendswood, TX 77549-1264 11. Hideout On The Litigation Unliquidated Horseshoe, LLC Claims 11860 FM 306 New Braunfels, TX 78132 12. Kona Coast Venture, Ltd. Litigation Unliquidated c/o Kona Coast, LLC Claim 11860 FM 306 New Braunfels, TX 78132 13. Oxbow Land Partners, LLC Litigation Unliquidated 11860 FM 306 Claims New Braunfels, TX 78132 14. Whitewater Investment Litigation Unliquidated Partners, LLC Claims c/o Ross Spence Spence, Desenberg & Lee, PLLC 1770 St James Place, Ste 625 Houston, TX 77056 15. Whitewater Sports, LLC Litigation Unliquidated 11860 FM 306 Claims New Braunfels, TX 78132 TEHUM CARE: Fails to Settle Contested Bankruptcy ------------------------------------------------ Randi Love of Bloomberg Law reports that bankrupt prison medical company Tehum Care Services Inc. lost its bid for approval of a $54 million deal to resolve hundreds of personal injury suits. Tehum, owned by Corizon Health Inc., is attempting to use a controversial legal technique known as the Texas Two-Step to resolve medical malpractice and other tort claims from current and former prisoners. Judge Christopher Lopez of the US Bankruptcy Court for the Southern District of Texas said during a bench ruling Thursday that he was concerned about the deal's money distribution to the claimants, many of whom are incarcerated. About Tehum Care Services Tehum Care Services Inc., doing business as Corizon Health Services Inc., is a privately held prison healthcare contractor in the United States. It is based in Brentwood, Tenn. Tehum Care Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90086) on Feb. 13, 2023. In the petition filed by Russell A. Perry, as chief restructuring officer, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher M. Lopez oversees the case. The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel; Bradley Arant Boult Cummings, LLP, as special litigation counsel; and Ankura Consulting Group, LLC, as financial advisor. Russell A. Perry, senior managing director at Ankura, serves as the Debtor's chief restructuring officer. Kurtzman Carson Consultants, LLC, is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP and Dundon Advisers, LLC, serve as the committee's legal counsel and financial advisor, respectively. TEMPUR SEALY: Fitch Keeps 'BB+' LongTerm IDR on Watch Negative -------------------------------------------------------------- Fitch Ratings has maintained the Rating Watch Negative (RWN) on Tempur Sealy International, Inc.'s (TPX) ratings including the 'BB+' Long-Term Issuer Default Rating (IDR) reflecting the definitive agreement to acquire Mattress Firm Group Inc. in a cash and stock transaction valued at approximately $4 billion. Fitch Ratings anticipates the transaction could close in mid to late 2024, subject to customary closing conditions, including regulatory approval. The RWN reflects the potential for leverage to be sustained above TPX's ratings sensitivities within 12 months to 24 months post the close of the transaction, which could lead to a Negative Rating Outlook or a one-notch downgrade. Fitch could affirm the ratings on increased visibility for EBITDA and EBITDAR leverage to return to less than 3.0x and the low-4x range, respectively, within 12 months-24 months, from a projected pro forma EBITDA and EBITDAR leverage around 4x and around mid-5x, respectively, at transaction close. The RWN may take over six months to resolve. KEY RATING DRIVERS Transformative Acquisition, Regulatory Uncertainty: TPX's definitive agreement to acquire Mattress Firm, a leading U.S. mattress specialty retailer with more than 10% share of the North American bedding industry, could be a transformative vertical acquisition that meaningfully increases scale and accelerates TPX's omnichannel retail strategy with direct sales channel expansion. Mattress Firm's LTM (ending Jan. 2, 2024) revenue and EBITDA totaled about $4.1 billion and roughly $450 million, respectively, on a base of more than 2,300 stores. The transaction would increase TPX's North American direct channel distribution to approximately 65% from roughly 13% pre-acquisition. Regulatory uncertainty remains as the Federal Trade Commission anticipates to conclude its review by the end of the second quarter. Other material transaction risks include the macroeconomic environment, a complete shift in business mix and cultural risk integrating the two companies. The company estimates supply chain synergy opportunities at $100 million run-rate by year four that targets product lifecycle management, logistics and sourcing. Market Pullback, EBITDA Expectations: Shifts in consumer behavior and ongoing macroeconomic uncertainties drove a significant demand pullback within the U.S. mattress industry during the past two years - with unit volume declines estimated in excess of 20% in 2022 and roughly double digits in 2023 - which more than offset higher pricing. TPX's North American operations outperformed the broader industry with overall revenue declines of approximately 1% and 5%, respectively, during 2023 and 2022. Consolidated EBITDA was $835 million in 2023, compared with $846 million in 2022 and almost $1.1 billion in 2021. The decrease from 2021 reflects pressures from unit volumes declines, commodity inflation with lagging price increases, supply chain investments, productivity challenges and foreign exchange headwinds. In 2024, Fitch projects 2024 revenue could be up low-single digits, with EBITDA in the upper-$800 million range based on Fitch adjustments supported by distribution share gains in the U.S., International new product launch and margin improvement. Elevated Leverage, Material FCF: TPX plans to finance the acquisition, if approved, through a mix of equity and new debt. Fitch projects proforma EBITDA and EBITDAR leverage around 4x and around mid-5x, respectively assuming the transaction closes in the second half of 2024. EBITDA and EBITDAR leverage were 2.9x and 3.9x, respectively at the end of 2023 based on Fitch adjustments, down slightly from 2022 with TPX repaying approximately $250 million of debt since transaction announcement. TPX has publicly articulated its focus on reaching the top end of its net target leverage ratio of approximately 3x in the first twelve months after closing. TPX has a publicly stated net debt/EBITDA leverage target of 2.0x-3.0x. Its net leverage calculation is roughly comparable to Fitch's EBITDA leverage, assuming $100 million of cash. Fitch expects FCF (post dividends) of the combined company could be in excess of $400 million in 2024 and approaching $500 million in 2025 that would support deleveraging plans. Strategy Supports Competitive Position: TPX's strong momentum over the last couple of years is driven by broad-based growth due to expanded distribution through existing and new retailers. It is also being driven by the buildout of company-owned stores; M&A; share gains for the higher-margin Tempur-Pedic brand and previously untapped markets, including private label and increased pricing; and was likely due to some benefit from pandemic related behavior. During 2021, TPX also acquired Dreams, a leading specialty bed retailer in the U.K. TPX experienced strong market share gains supported by operating initiatives that expanded its omnichannel presence, enhanced the brand/product portfolio and improved manufacturing capabilities. TPX also re-entered into supply agreements to reintroduce its product lines across Mattress Firm stores beginning in 4Q19. Fitch believes this led to a sustainable competitive advantage, with a significant portion of market share gains coming at the expense of TPX's main competitor, Serta Simmons Bedding, LLC (Serta; not rated). Competitive Industry Environment: The mattress industry is susceptible to irrational pricing, secular shifts in consumer preferences and bankruptcies, including Mattress Firm on the distribution side and Serta on the supply side. TPX faces intense competition from the e-commerce/bed-in-a-box space, such as Casper, Amazon and other mattress e-tailers. In addition to convenience, attractively-priced e-commerce mattresses fueled price competition. Nevertheless, TPX demonstrates the ability to lead on pricing, including the past couple of years, to offset inflationary pressures, take share and outperform the broader industry. As part of its operating strategy, TPX maintains an innovation pipeline supported by significant investments in marketing and promotion to sustain its competitive position. Parent-Subsidiary Linkage: Fitch's analysis includes a weak parent/strong subsidiary approach between parent TPX and its subsidiary, Tempur-Pedic Management, LLC. Fitch assesses the quality of the overall linkage as high, which results in an equalization of IDRs across the corporate structure. DERIVATION SUMMARY TPX's rating reflects its scale of operations and strong global market position with a portfolio of well-known, established brands with a wide variety of price points, anchored by the Tempur-Pedic brand. The ratings also reflect its single-product focus in a competitive, fragmented market and susceptibility to pullbacks in discretionary consumer spending. The RWN reflects the potential leverage increase for TPX, pro forma the Mattress Firm transaction. TPX maintains a strong innovation pipeline with a product line supported by significant investments in marketing and promotion to sustain its competitive position. It executed several successful new launches in 2023, including a new line-up of Tempur-Pedic mattresses, in more than 90 international markets. TPX is also viewed as a fast-follower to industry changes, and responded by selling bed-in-a-box alternatives across several price points, which expanded offerings on its e-commerce platform, and acquiring a private-label and an original equipment bedding manufacturer. TPX has a stronger financial profile than its main competitor, Serta. Serta experienced material operating challenges with significant share losses and financial stress during the past couple of years, reflected by the completion of its financial restructuring and exit from Chapter 11 during June 2023 and the change in CEO in October 2023. Similarly rated credits in Fitch's consumer portfolio include Levi Strauss & Co. (BB+/Stable); Spectrum Brands, Inc. (BB/Negative); and ACCO Brands Corporation (BB/Stable). TPX and Levi share similar distribution strategies across specialty retailers and department stores, as well as self-distribution through company-operated stores and e-commerce, with Levi having similar scale in revenues and reliance on self-distribution. Levi's rating reflects its position as one of the world's largest branded apparel manufacturers, with broad channel and geographic exposure, while also considering the company's narrow focus on the Levi brand and in bottoms. The ratings consider the company's good top-line and margin execution, which support Fitch's longer-term expectations of low single-digit revenue and EBITDA growth. There could be some near-term pressure on operating results given ongoing shifts in consumer behavior, difficult comparisons and global macroeconomic uncertainty. However, Fitch expects Levi will be able to maintain EBITDAR leverage (adjusted debt/EBITDAR, capitalizing leases at 8.0x) of less than 3.5x over time. Spectrum's 'BB' rating reflects Fitch's expectation that EBITDA leverage could decline to roughly 4.0x in fiscal 2024 (ending September 30) from 7.3x in fiscal 2023 as a result of debt repayment funded from the sale of its Hardware and Home Improvement business. The Negative Outlook reflects uncertainty about the company's medium-term strategy and business composition, as well as its ability to reverse recent weak operating trends, which increases the risk that EBITDA leverage could remain elevated above 4.0x beyond fiscal 2024. Increased clarity and confidence regarding Spectrum's ability to execute on a strategy supporting the top line and EBITDA growth, along with EBITDA leverage sustained below 4.0x, could lead to stabilization of the Outlook. ACCO's 'BB'/Stable rating reflects the company's historically consistent FCF, which it used to reduce debt and maintain reasonable EBITDA leverage over the past several years. Fitch expects ACCO's leverage will trend below 4.0x across the rating horizon, and the company will continue generating consistently positive FCF. However, the rating and Outlook are constrained by secular challenges in the office products industry and channel shifts within the company's customer mix. It also reflects recent top-line weakness related to spending pullbacks in key discretionary categories, such as electronics, which Fitch expects to continue into 2024. KEY ASSUMPTIONS The below assumptions consider TPX on a standalone basis. - Fitch projects 2024 revenue could grow in the low-single digits. This reflects market share gains due to new distribution agreements and increased sales related to international product launches supported by approximately $500 million in advertising spend offset by soft industry unit volumes globally. - EBITDA in the upper-$800 million range in 2024, reflecting benefits from moderating commodities costs and productivity improvements partially offset by plant start-up costs. In 2025, EBITDA could be approximately in the low-$900 million range on revenue growth in the mid-single digits, supported by volume recovery, market share gains and operational initiative improvements. - Fitch expects FCF could be in the upper $300 million in 2024 with an expected moderation in capital spending close to the mid-$100 million range and slightly negative working capital. - EBITDAR and EBITDA leverage could moderate toward the mid-3x range and mid-2x range, respectively, in 2024. - The company's RCF and term loan are floating-rate debt. Pricing is SOFR plus 137.5bps applicable margin. Fitch assumes SOFR rates between approximately 350 bps and approximately 500 bps over the forecast period. Pricing for the accounts receivable securitization is one-month SOFR plus 85bps applicable margin plus 10bps credit spread adjustment. The senior notes are fixed-rate debt. The below assumptions reflect the consolidated company and considers that the FTC approves the Mattress Firm acquisition with the transaction closing in mid-2024. - Proforma revenue for the combined companies of around $8 billion in 2024, increasing to the mid $8 billion in 2025. - Proforma EBITDA for the combined companies of around $1.3 billion in 2024 and around $1.4 billion in 2025. - FCF (post dividends) around $400 million in 2024 and approaching $500 million in 2025. - Pro forma EBITDA and EBITDAR leverage in the upper 3x and around 5x respectively at yearend in 2024 and around 3x and mid 4x in 2025. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Assuming the transaction does not close, Fitch could consider an upgrade with a demonstrated ability to sustain EBITDA well above $1.0 billion, supported by increased geographic diversification, mid-single digit revenue growth, sustained market share gains, demonstrated operating resiliency through shifts in the competitive environment and economic cycles. - Sustained EBITDA leverage under 2.5x and EBITDAR leverage below 3.5x. This would require the company to commit to maintaining TPX's long-term net leverage (similar to Fitch's EBITDA leverage calculation) target of 2.5x or less, compared with its publicly stated net leverage target of 2.0x-3.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch anticipates resolving the RWN after concluding the regulatory review process. The transaction could lead to a one-notch downgrade if Fitch projects EBITDA leverage could sustain above 3.0x and EBITDAR leverage could sustain above the low-4x range beyond 12 months-24 months after the transaction closes. - Final ratings will depend on several factors, including whether the transaction receives regulatory approval; an assessment of macroenvironment conditions and the mattress industry outlook at closing; operating trends at both TPX and Mattress Firm; capital-allocation priorities, any potential regulatory remedies; and leverage expectations. - Assuming the transaction does not close, negative sensitivities include EBITDA trending below $800 million caused by sales and/or margin declines, debt-funded shareholder-friendly policies, and/or debt-financed acquisitions leading to EBITDA leverage sustained above 3.0x and EBITDAR leverage over 4.0x. LIQUIDITY AND DEBT STRUCTURE Good Liquidity: Liquidity was $1,041.3 million as of Dec. 31, 2023, consisting of $74.9 million in cash, and approximately $966.4 million of availability (after netting $183.0 million of borrowings and $0.6 million of outstanding LOC) on a $1.15 billion revolving credit facility (RCF) maturing in 2028. TPX occasionally uses the RCF to finance working capital needs and for general corporate purposes. In October 2023, TPX extended its debt maturities through the refinancing of its credit agreement by closing on $1.65 billion of senior secured credit facilities, which includes a $1.15 billion RCF maturing October 2028 and a $500 million term loan facility maturing in 2028. The senior secured credit facilities have an accordion feature that permits incremental borrowings of up to $850 million, and potentially substantially more subject to compliance with a specified secured leverage ratio and certain other conditions. Subsequent to YE 2023, TPX entered into an amendment to the 2023 credit agreement that provides for a $625.0 million delayed-draw term loan and a $40.0 million increase in RCF availability to $1.19 billion. The amendment is part of TPX's financing strategy for the Mattress Firm acquisition. The company also maintains an accounts receivable securitization program maturing in April 2025 with an overall limit of $200 million. TPX has fully drawn down the program, with $157.6 million of borrowings as of Dec. 31, 2023. TPX has substantial headroom within its covenant requirements, including consolidated total net leverage of less than 5.5x in the credit agreement. Long-term debt maturities are modest and include $25 million in annual term loan amortization payments. TPX does not have a significant notes maturity until 2029. Fitch expects TPX to finance the Mattress Firm acquisition, if approved, through treasury shares and a mix of secured and unsecured debt that includes a $625 million DDTL it put in place for the acquisition. Fitch expects TPX to generate FCF (after dividends) that could be in excess of $400 million in 2024 and approaching $500 million in 2025 that would support deleveraging plans. ISSUER PROFILE Tempur Sealy International, Inc. is the world's largest bedding manufacturer. It develops, manufactures, markets and distributes bedding products, which are sold globally in approximately 100 countries. SUMMARY OF FINANCIAL ADJUSTMENTS - EBITDA adjusted to exclude stock-based compensation and one time/non-ordinary charges; - Operating lease expense capitalized by 8.0x to calculate historical and projected lease-adjusted debt. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Tempur-Pedic Management, LLC LT IDR BB+ Rating Watch Maintained BB+ senior secured LT BBB- Rating Watch Maintained RR1 BBB- Tempur Sealy International, Inc. LT IDR BB+ Rating Watch Maintained BB+ senior unsecured LT BB+ Rating Watch Maintained RR4 BB+ senior secured LT BBB- Rating Watch Maintained RR1 BBB- THERACARE PSYCHOLOGY: Mark Sharf Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 16 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for Theracare Psychology and Wellness, Inc. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and $150 per hour for his trustee administrator's services. In addition, the Subchapter V trustee will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About Theracare Psychology and Wellness Theracare Psychology and Wellness, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10869) on April 5, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Scott C. Clarkson presides over the case. Andy C. Warshaw, Esq., represents the Debtor as legal counsel. THRASIO LLC: Moody's Rates $90MM DIP New Money Term Loan 'B1' ------------------------------------------------------------- Moody's Ratings assigned a B1 rating to the $90 million senior secured super priority debtor-in-possession (DIP) new money term loan (NMTL) and a rating of Caa1 to the $270 million senior secured super priority DIP rollup term loan (RUTL) of Thrasio, LLC (DIP) (Thrasio). There is no outlook on the facility rating. The higher rating on the $90 million NMTL reflects its senior position in regard to payment priority versus the RUTL. The facilities have the same super priority collateral lien position, but the NMTL has payment priority relative to the RUTL. The collateral coverage of the NMTL, factoring in the payment priority, is thus stronger than for the RUTL. Both tranches benefit from a security package that includes a super priority lien on substantially all the assets of the borrower. The ratings reflect the size of the aggregate DIP facility, collateral coverage available to the lenders, structural features of the DIP term loans, and the high likelihood that the company will emerge from bankruptcy within a short time period given the restructuring support agreement from creditors holding a significant majority of the pre-petition secured debt. The ratings on the DIP facilities are being assigned on a "point-in-time" basis and will be withdrawn as soon as practicable, before which they are subject to monitoring. Thrasio Holdings, Inc. and various subsidiaries including Thrasio, LLC filed for Chapter 11 bankruptcy protection on February 28, 2024 and the bankruptcy court's final order approving the DIP facility was signed on April 4, 2024. Thrasio Holdings, Inc. is the ultimate parent and is a guarantor of the DIP facility issued by Thrasio, LLC (DIP). RATINGS RATIONALE The ratings assigned to Thrasio's NMTL and RUTL facilities reflects the super priority status and structural protections of the DIP facility, and the collateral coverage to the DIP facility lenders that is highly dependent on reorganized enterprise value because collateral coverage in a liquidation scenario is weak. The ratings also reflect the likelihood that Thrasio will emerge from bankruptcy within a relatively short period of time and prior to the maturity of the DIP facility. Other considerations include the size of the DIP facilities relative to pre-petition claims, the cause of Thrasio's bankruptcy and nature of the reorganization. Thrasio's bankruptcy was precipitated by several factors including the company's aggressive expansion that included a rapid pace of acquisitions, accumulation of an unsustainably large debt level, and operational challenges including shifts in demand for the company's products, supply chain disruptions, and integration challenges for items such as demand planning and technology. These factors left Thrasio with an outsized inventory position and negative earnings. Moody's Ratings believes that continuing efforts to improve earnings will present operating and execution challenges because Thrasio needs to reduce overhead, streamline the number of logistics providers, rationalize the product base, and improve systems and inventory planning. The ratings reflect that the DIP facilities (consisting of the NMTL and RUTL) represents about 45% of the pre-petition debt, the nature of the facility which consists of a combination of new money and roll-up facilities, and minimal financial covenant protections consisting of a minimum liquidity requirement of $30 million. The $90 million NMTL and $270 million RUTL both benefit from upstream subsidiary guarantees and a security package that includes a super priority lien on substantially all the assets of the borrower and most of its subsidiaries, including inventory, accounts receivables, intangibles and cash. The ratings reflect that the priority of claim on the collateral is the same for the new money and roll-up tranches, but that the NMTL has payment priority relative to the RUTL with respect to application of proceeds. The restructuring support agreement contemplates that this first out-second out structure will remain in place in the tranching of the exit facilities upon emergence. According to the DIP credit agreement, the $90 million NMTL can be borrowed in three drawdowns to support the company's liquidity. The first $35 million drawdown was available upon execution of the interim order in March 2024, and a second $35 million drawdown was made available upon execution of the final order that was signed April 4, 2024. The remaining $20 million was committed upon the entry of the Final Order and will be available upon entry of the Confirmation Order by the bankruptcy court on or around May 28, 2024. Any draws on the $20 million amount resulting in an unrestricted cash balance exceeding $70 million will be placed into an escrow account. Moody's Ratings assumes in the ratings that the company will draw the entire $90 million under the NMTL prior to emergence. In regards to the re-payment of the loans, all such payments shall be applied first pro rata to all outstanding amounts under the $90 million NMTL and second, pro rata to the outstanding $270 million RUTL. Moody's Ratings considered various valuation estimates including revenue and EBITDA multiples and asset liquidation in estimating the value of the collateral for the DIP facility. Valuations that fully cover the DIP facility are dependent on going concern estimates that hinge meaningfully on multiple operational restructuring initiatives, some of which have been implemented and others yet to be fully executed. These operating improvements will take several years to fully implement and good execution is necessary to realize such higher going concern value. The estimated net recovery value based on a liquidation analysis included in the court filings is weak and less than 50% of the total $360 million DIP facility commitment with the bulk of this value derived from inventory. The disparity in the valuation estimates based on potential going concern value and a liquidation analysis is meaningful and creates uncertainty about the collateral valuation. Avoiding an impairment on the DIP is thus dependent on quick emergence from bankruptcy and realizing going concern value from operating improvement, which implies a sizable reliance on intangible asset value. Moody's Ratings believes that the valuation for the intangible assets and inventory providing the bulk of the collateral support is highly sensitive to earnings and end market conditions. The ratings thus reflect the broad potential range and uncertainty regarding the asset value, and is based on the assumption that DIP term loan asset coverage is above 1.5x for the DIP NMTL facility and is less than 1x for the DIP RUTL facility. As noted previously, the DIP facility ratings reflect that the restructuring support agreement provides greater certainty that the company will exit bankruptcy quickly. Because the risk from potential volatility in asset values is a more meaningful issue for the exit facilities given the dependence on operating execution and market conditions following emergence, the ratings on the exit facilities could be lower than the DIP ratings. The DIP facility matures at the earliest of (i) 4 months after the Chapter 11 filing date (February 28, 2024), (ii) the date on which all DIP loans are accelerated and all unfunded commitments (if any) have been terminated in accordance with the DIP credit agreement, by operation of law, (iii) the date the Bankruptcy Court orders a conversion of the Chapter 11 case to a Chapter 7 liquidation or the dismissal of the chapter 11 case of any debtor, (iv) the closing of any sales of assets pursuant to Section 363, constitutes a sale of all or substantially all of the assets of the Loan Parties, (v) the Plan Consummation date and (vi) if the Final Order has not been entered by the Bankruptcy Court on or before 35 days after the Petition Date (April 3, 2024). Thrasio, LLC (DIP) is an owner and operator of private third-party branded products sold primarily through Amazon. Thrasio's catalog includes a vast number of brands focused on cleaning, personal care, home & kitchen, bedding, and outdoor & pet. Net sales for the 12 months ending December 31, 2023 were approximately $889 million. The principal methodology used in these ratings was Debtor-in-Possession Lending published in June 2018. This rating is assigned on a point-in-time basis and will be withdrawn as soon as practicable, before which it is subject to monitoring. TRANSCENDIA: Audax Marks $3.28MM Loan at 19% Discount ----------------------------------------------------- Audax Credit BDC, Inc., has marked its $3,283,118 loan extended to Transcendia to market at $2,659,326 or 81% of the outstanding amount, as of Dec. 31, 2023, according to a disclosure contained in Audax's Form 10-K report for the fiscal year ended Dec. 31, 2023, filed with the Securities and Exchange Commission. Audax is a participant in a Senior Secured 2017 Refinancing Term Loan (First Lien) to Transcendia. The loan accrues interest at a rate of 8.83% (S+3.5%) per annum. The loan matures on May 30, 2024. Audax is a Delaware corporation that was formed in January 2015. Audax is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, it has elected to be treated for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Audax's fiscal year ends Dec. 31. Audax is led by Michael P. McGonigle, Chairman of the Board of Directors, President, and Chief Executive Officer; and Richard T. Joseph, Chief Financial Officer and Treasure. Audax can be reached at: AUDAX CREDIT BDC, INC. 101 Huntington Avenue Boston, MA 02199 Tel: (617) 859-1500 Transcendia is a provider of engineered specialty films materials across a range of end-markets. The company manufactures specialty films by extrusion of resin or converting film for specific customer applications. TRIMARK: Audax Marks $950,000 Loan at 40% Discount -------------------------------------------------- Audax Credit BDC, Inc., has marked its $953,731 loan extended to TriMark to market at $572,239 or 60% of the outstanding amount, as of Dec. 31, 2023, according to a disclosure contained in Audax's Form 10-K report for the fiscal year ended Dec. 31, 2023, filed with the Securities and Exchange Commission. Audax is a participant in a Senior Secured Second Amendment Tranche B Loan (Super Senior priority) to TriMark. The loan accrues interest at a rate of 8.83% (S+3.5%) per annum. The loan matures on Aug. 28, 2024. Audax is a Delaware corporation that was formed in January 2015. Audax is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, it has elected to be treated for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Audax's fiscal year ends Dec. 31. Audax is led by Michael P. McGonigle, Chairman of the Board of Directors, President, and Chief Executive Officer; and Richard T. Joseph, Chief Financial Officer and Treasure. Audax can be reached at: AUDAX CREDIT BDC, INC. 101 Huntington Avenue Boston, MA 02199 Tel: (617) 859-1500 TriMark is a restaurant supply company and provider of food service supplies, restaurant equipment, restaurant supplies, and design. TRUCK & TRAILER: Seeks to Hire Modestas Law Offices as Counsel -------------------------------------------------------------- Truck & Trailer Leasing Avenue LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Saulius Modestas, Esq. of Modestas Law Offices, P.C. as its bankruptcy counsel. The counsel will represent the Debtor in matters concerning negotiation with creditors, preparation of a plan, corporate restructuring, analysis of claims and potential causes of action and other assets, and to otherwise represent the Debtor in matters before the Court. He will charge $530 per hour for his services. Saulius Modestas, Esq., founder of Modestas Law, assured the court that he does not hold or represent an interest adverse to the Estate, and that he is a disinterested person within the meaning of Sec. 327(a). The firm can be reached through: Saulius Modestas, Esq. Modestas Law Offices, P.C. 401 S. Frontage Rd. Burr Ridge, IL 60527-7115 Telephone: (312) 251-4460 (630) 323-8300 Facsimile: (312) 277-2586 Email: smodestas@modestaslaw.com About Truck & Trailer Leasing Avenue LLC Truck & Trailer Leasing Avenue LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 24-04137) on March 21, 2024. The Debtor estimated assets and debt of $10 million to $50 million as of the bankruptcy filing. MODESTAS LAW OFFICES, P.C., led by Saulius Modestas, is the Debtor's counsel. TUTOR PERINI: Moody's Affirms 'B3' CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings affirmed Tutor Perini Corporation's B3 corporate family rating, and its B3-PD probability of default rating. Moody's Ratings has assigned a Ba3 rating to the company's amended and extended senior secured first lien revolving credit facility. The rating on the senior secured first lien term loan B was affirmed at Ba3. Moody's Ratings has assigned a Caa1 rating to the company's new senior unsecured notes. The company's speculative grade liquidity rating ("SGL") was upgraded to SGL-2 from SGL-3. The rating outlook has been revised to stable from negative. The rating on the existing senior unsecured notes will be withdrawn upon completion of the proposed refinancing transaction. Governance considerations under the Moody's Ratings ESG framework, including financial strategy and risk management, were a key driver of the rating action. RATINGS RATIONALE The change of ratings outlook to stable from negative reflects the following: (1) the proposed refinancing alleviates the risk of a springing maturity for its term loan; (2) a significant improvement in backlog, with the potential for further increase driven by the tailwinds of the IRA and IIJA; (3) strong free cash flow generation over the past two years, aided by faster settlement and collection activity; and (4) use of free cash flow for debt reduction. However, the affirmation of the ratings reflects: (1) possibility for continued recognition of charges as a result of ongoing settlement and litigation activity – thereby making it challenging to accurately forecast near-term earnings and credit metrics; (2) execution risk associated with recently booked awards and ability to realize improved margins. Tutor Perini's B3 CFR is supported by its good market position, meaningful scale and diversity across a number of US nonresidential building and civil construction markets, as well as a strong pipeline of opportunities over the medium-term, and limited competition on large civil infrastructure projects. However, its rating is constrained by its currently weak credit metrics, relatively thin margins, inconsistent free cash flow generation over the years (although recent performance has been stronger), high level of unbilled receivables, and significant exposure to fixed-price construction risk. The company is also exposed to contingent risks associated with periodic contract disputes and the possibility of write-downs as it pursues past due payments. Tutor Perini's SGL-2 rating reflects good liquidity. The company had $381 million of cash at the end of 2023, of which $145 million was readily available for general corporate purposes, with the rest representing JV cash. Moody's Ratings expects Tutor Perini to generate positive free cash flow over the next 12-18 months, resulting from improved earnings as well as settlement and collection activity. Tutor Perini had a $175 million revolving credit facility, which is being amended to $170 million and extended to August 2027 as part of the proposed transaction, that was undrawn and fully available at year-end 2023. However, the revolver will mature in May 2027, if the term loan B is still outstanding as of that date. While some of the cash is being utilized for debt reduction, remaining liquidity should be sufficient to support operations over the next 12-18 months. Tutor Perini's credit agreement requires compliance with a maximum first lien net leverage ratio covenant of 2.25x. Moody's Ratings expects the company to remain in compliance, with a gradually improving cushion, over the next 12-18 months. The stable outlook reflects expectations for a gradual improvement in EBITDA and credit metrics as the company executes on its recently booked high-margin backlog, with a reduction in the amount of charges recognized. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's Ratings could consider an upgrade if the magnitude of charges comes down, leverage is sustained below 5.5x, interest coverage (EBITA / interest expense) is sustained above 2.0x, FFO/Debt is sustained above 15%, backlog rises substantially, and the company consistently generates free cash flow. Moody's Ratings could downgrade the ratings if (1) the company continues to incur a significant amount of additional charges, keeping credit metrics pressured for longer, (2) the proposed refinancing transaction is not successful, or (3) liquidity materially weakens. Tutor Perini Corporation is headquartered in Sylmar, California and provides general contracting, construction management and design-build services to public and private customers primarily in the United States. Tutor Perini's revenues for the trailing twelve months ended December 31, 2023 was $3.9 billion and its backlog was $10.2 billion at December 31, 2023. The company reports its results in three segments: Civil (49% of LTM revenues; 42% of backlog as of December 31, 2023) is engaged in public works construction including the repair, replacement and reconstruction of highways, bridges and mass transit systems; Building (33% of LTM revenues; 41% of backlog), which handles large projects in the hospitality and gaming, sports and entertainment, education, transportation and healthcare markets; Specialty Contractors (18% LTM revenues; 17% of backlog) provides mechanical, electrical, plumbing and heating installation services. The principal methodology used in these ratings was Construction published in September 2021. UNITED NATURAL: Moody's Rates New $500MM 7-Year Term Loan 'B3' -------------------------------------------------------------- Moody's Ratings assigned a B3 rating to United Natural Foods, Inc's (UNFI) proposed $500 million 7-year term loan. Net proceeds from the proposed term loan, a proposed $130 million First In First Out facility (FIFO; not rated) due June 2027 and $15 million draw on the company's existing asset based lending facility (ABL; not rated) will be used to refinance the company's existing term loan maturing in October 2025. Fees and expenses will be funded by an incremental draw on the ABL facility. The rating outlook is stable. The proposed issuance is viewed to be credit positive because it improves liquidity and lengthens the company's maturity profile. RATINGS RATIONALE UNFI's B3 CFR reflects the company's weak credit metrics and negative free cash flow. Debt to EBITDA increased to a high of 6.6x for the LTM Ended January 27, 2024 from 4.9x for the year ended July 29, 2023 and EBITA to interest fell to 0.8x from 1.4x. Leverage includes an adjustment to debt for a $333 million receivables monetization. Moody's Ratings expects debt to EBITDA to improve to about 5.8x and EBITA to interest to remain weak at roughly 1.0x over the next 12 months at a time when UNFI must invest significant capital to improve its operations. Moody's expect free cash flow to remain negative at about $(30) million to $(75) million over the next 12-18 months. The rating also reflects the mature nature of UNFI's low margin fixed cost distribution business, where topline growth is important to improve profitability. Moody's Ratings expects the business environment will remain highly competitive especially for the independent food retailers or small retail grocery chains. These customers are being squeezed by larger, better capitalized traditional supermarkets, such as The Kroger Co. and alternative food retailers, such as Walmart Inc. thereby pressuring their growth and profitability. The company's credit profile also reflects its roughly 20% sales concentration with Whole Foods Market, Inc. Partially offsetting these challenges are UNFI's formidable size in the supermarket distribution industry, and its leadership position in the fast growing natural, organic and specialty food business. Moody's Ratings expects financial policies to focus on debt reduction as the company works to stabilize its business, generate positive free cash flow and refinance upcoming maturities. The stable outlook reflects Moody's Ratings' belief that UNFI can make operational progress to return to EBITDA growth, improve credit metrics and maintain adequate liquidity. The outlook also assumes its supply chain optimization will be successfully executed. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Ratings could be upgraded if the company demonstrates sustained growth in sales and profitability, maintains adequate liquidity and generates modestly positive free cash flow. An upgrade would also require UNFI to successfully refinance its upcoming maturities in a timely manner. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 5.5x and EBITA/interest expense is sustained above 1.5x. Ratings could be downgraded if operating performance continues to deteriorate. Ratings could also be downgraded if debt/EBITDA remains above 6.0x or EBITA/interest remains below 1.0x or if the company fails to generate consistently positive free cash flow, liquidity deteriorates or if its financial strategies do not prioritize debt reduction. United Natural Foods, Inc is a leading distributor of natural, organic, and specialty, produce, and conventional grocery foods and non-food products, and provider of support services in the United States and Canada. The company is publicly traded and has 55 distribution centers and generates about $30 billion in revenue. The principal methodology used in this rating was Distribution and Supply Chain Services published in February 2023. UNITED NATURAL: S&P Rates New $500MM First-Lien Term Loan 'B+' -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to United Natural Foods Inc.'s (UNFI) proposed $500 million first-lien term loan due in 2031. The '2' recovery rating reflects its expectation for substantial recovery (70%-90%; rounded estimate: 80%) in the event of a payment default. S&P does not rate UNFI's proposed $130 million first-in last-out (FILO) facility due June 2027, which is a separate tranche of the $2.6 billion asset-based lending facility (ABL). S&P said, "We expect UNFI will use the proceeds from both the term loan and the FILO facility to refinance its existing $645 million first-lien term loan, with the remaining balance to be funded by a $15 million draw on the ABL facility. We view the refinancing as leverage neutral." Our 'B' issuer credit rating and negative outlook on the company are unchanged. UNFI saw relatively flat net sales in the first half of fiscal 2024 ended Jan. 27, 2024. New business in the Supernatural channel led to 6% growth, but was largely offset by unit volume decreases resulting in sales declines of 1.5% at Chains and 3.1% at Independent retailers within the wholesale business. Net sales growth was also curbed by a 4.0% contraction in retail same-store sales. S&P Global Ratings-adjusted EBITDA margins declined 80 basis points year over year to 2.1% due to reduced wholesale procurement gains. We expect the company's S&P Global Ratings-adjusted debt to EBITDA will improve to high-5x in fiscal 2024 (ending July 2024), compared with 6.8x in the most recent quarter, as operating performance improves. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- The proposed $500 million term loan is rated 'B+'. The '2' recovery rating reflects our expectation for substantial recovery (70%-90%; rounded estimate: 80%) in the event of a payment default. -- The rating on the company's $500 million senior unsecured notes is unchanged at 'CCC+'. The '6' recovery rating reflects our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. -- S&P does not rate the company's $2.6 billion ABL facility. The borrowers under the ABL are United Natural Foods Inc. and UNFI Canada Inc. It is guaranteed by certain wholly owned subsidiaries of UNFI and is secured by a first lien on U.S. and Canadian receivables and inventory and related assets (ABL collateral) along with a second-priority interest in substantially all other assets (excluding real estate). -- S&P's recovery analysis considers a hypothetical default scenario in 2027 following a severe reduction in demand amid a weak macroenvironment and increased competition in natural and organic wholesale distribution, eroding UNFI's market share and curtailing sales volume and cash flow. -- S&P assumes that $1.4 billion of borrowings under the ABL would be outstanding at default, which reflects 60% utilization of the $2.6 billion commitment. -- The simulated default scenario also assumes UNFI would be reorganized as a going concern to maximize lenders' recovery prospects. S&P applies a 5.5x multiple to its projected emergence-level EBITDA, which is within the range of industry peers. Simulated default assumptions: -- Simulated year of default: 2027 -- EBITDA multiple: 5.5x -- EBITDA at emergence: $355 million -- Adjusted gross enterprise value: $1.95 billion Simplified waterfall: -- Net enterprise value at default (after 5% administrative costs): $1.85 billion -- Valuation split (obligors/nonobligors/unpledged): 100%/0%/0% -- ABL-related priority claims (not rated): $1.44 billion -- Total collateral value available to secured debt: $411 million -- First-lien term loan B claims: $499 million --Recovery expectations: 70%-90% (rounded estimate: 80%) -- Senior unsecured claims (including $523 million of senior unsecured claims and $88 million of pari passu secured deficiency claims): $611 million --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. VAST MOUNTAIN: Seeks to Hire Smith LC as Litigation Counsel ----------------------------------------------------------- Vast Mountain Development, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Smith LC as its litigation counsel. Smith LC agrees to represent Debtor as special counsel under Section 327(e) for services related to In re: Vast Mountain Development, Inc., Case No. 24-40499 (BTR), United States Bankruptcy Court For the Eastern District of Texas. Smith's representation in this matter is limited to issues arising from and related to the pending motions to dismiss, motions to lift stay, motion to excuse the Receiver from turnover, and motion to appoint a trustee. The firm will be paid at these rates: Shareholders $325 to $650 per hour Associates $200 to $290 per hour Paralegals $100 to $150 per hour Law Clerks $100 to $150 per hour Clerks $50 per hour As disclosed in the court filings, Smith LC does not represent or hold any interest adverse to the Debtor or the estate. The firm can be reached through: Richard R. Thomas SMITH LC 40 N Center Street Suite 104 Mesa, Arizona 85201 Tel: (480) 361-8575 Email: rthomas@smith-lc.com About Vast Mountain Development Vast Mountain Development, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40499) on Mar. 4, 2024. In the petition signed by John Owen, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the case. DeMarco Mitchell, PLLC represents the Debtor as bankruptcy counsel. VIEW INC: Gets OK to Tap Kroll as Claims and Noticing Agent ----------------------------------------------------------- View Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kroll Restructuring Administration, LLC as claims, noticing, and solicitation agent. Kroll will oversee the distribution of notices and will assist in the maintenance, processing, and docketing of proofs of claim filed in the Chapter 11 cases of the Debtors. The hourly rates of the firm's professionals are as follows: Analyst $35 - $60 Technology Consultant $50 - $135 Consultant/Senior Consultant $75 - $205 Director $215 - $265 Solicitation Consultant $235 Director of Solicitation $275 In addition, the firm will seek reimbursement for expenses incurred. Benjamin Steele, a managing director at Kroll Restructuring Administration, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Telephone: (212) 593-1000 About View, Inc View Inc. provides smart building technologies that transform buildings to improve human health and experience, reduce energy consumption, and generate additional revenue for building owners. View Smart Windows automatically adjust in response to the sun, eliminating the need for blinds and increasing access to natural light. View Smart Windows are installed and designed into 50 million square feet of buildings including offices, hospitals, airports, educational facilities, hotels, and multifamily residences. View Smart Building Cloud connects, manages and optimizes a portfolio of smart buildings with cybersecurity solutions. View Smart Building Cloud enables digitalization of over 100 million square feet of real estate. On the Web: http://www.view.com/ View Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10692) on April 2, 2024. In the petition signed by William T. Krause, as chief legal officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million. The Company disclosed total assets of $291,438,000 against total debt of $359,376,000 as of Sept. 30, 2023. Cole Schotz, P.C. serves as legal advisor and SOLIC Capital serves as financial advisor to View. Kroll Restructuring Administration LLC is the claims and balloting agent. Sidley Austin LLP serves as legal advisor to Cantor Fitzgerald. Gibson, Dunn & Crutcher LLP serves as legal advisor to RXR. VIEW INC: Seeks to Hire SOLIC Capital as Financial Advisor ---------------------------------------------------------- View, Inc., and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as their financial advisors. The firm's services include: Financial Advisory Services: (a) Reviewing the Debtors' historical financial results, operating trends, financial projection models, working capital requirements and assist in the review and periodic update of a long-range financial forecast model in consultation with the Debtors; (b) Reviewing the Debtors organization design, historical employee attritions and assist in the development of employee retention programs in consultation with the Debtors; (c) Assisting in preparation, ongoing review, and periodic updates of a rolling 13-week cash flow forecast model in consultation with the Debtors; Assist the Debtors with its liquidity management objectives including evaluation and prioritization of accounts payables, vendor negotiations and creditor communications necessary for efficient cash management; (d) Assisting in the contingency planning and execution support of any judicial proceedings that may potentially be used to restructure or effect the strategic objectives of the Debtors, including, but not limited to the preparation of requisite statement of financial affairs, schedules of assets and liabilities, monthly operating reports, plan of reorganization disclosure statement support analyses and schedules, and other related financial analyses as may be reasonable necessary in conjunction with such proceedings; (e) Assisting senior management and outside counsel as requested in the assessment of any threatened or unforeseen litigation, contingent liabilities, and/or regulatory related submission requirements; and (f) Providing litigation support services as requested by the Debtors and its counsel as requested the Debtors, which are consistent with SOLIC's expertise Strategic Advisory Services (a) Advising the Debtors and its Board of Directors on the valuation the Debtors is likely to receive under a range of strategic alternatives including a Capital Restructuring, as defined in the Engagement Letter, Sale Transaction, as defined in the Engagement Letter, Capital Placement, as defined in the Engagement Letter, or liquidation based upon various market assumptions; (b) Assisting the Debtors in restructuring its existing capital structure including structuring and negotiating a modification of the terms of its existing debt securities, and or assisting the Debtors in negotiating a Plan of Reorganization or Plan of Liquidation under United States bankruptcy laws; (c) Assisting the Debtors in identifying opportunities for a sale, merger, recapitalization or other Sale Transaction, preparation of solicitation materials to facilitate a Sale Transaction, soliciting potential parties approved by the Debtors with regard to their interest in pursuing a Sale Transaction with the Debtors, and participating on the Debtors' behalf in negotiations concerning a Sale Transaction; (d) Assisting the Debtors in soliciting investors, structuring, negotiating, the terms for a placement of debt or equity securities (a "Capital Placement"), including soliciting potential investors and negotiating the terms of a Debtor-in-Possession ("DIP") credit facility; (e) Providing such other supplemental services as may be requested by the Debtors, which are consistent with SOLIC's experience, to assist in identifying alternative approaches to address its capitalization and operating liquidity needs, and the other mechanics related thereto. The firm will be paid at these rates: Senior Managing Directors/ Senior Advisors $975 to 1325/hr Managing Directors $775 to 975/hr Directors $675 to 775/hr Vice President $545 to 675/hr Senior Associate $450 to 545/hr Associate/Analyst $350 to 450/hr Paraprofessionals $200 to 300/hr Accordingly, the Debtors have agreed to pay SOLIC $100,000 monthly, effective Feb. 1, 2024, for such strategic advisory services. SOLIC also is entitled to seek reimbursement from the Debtors for all out-of-pocket expenses reasonably incurred by SOLIC in connection with the matters contemplated by this engagement. On April 18, 2023, SOLIC collected a $100,000 retainer on account of its Financial Advisory Services. In addition, on March 15, 2024, March 20, 2024, and March 28, 2024, SOLIC collected additional retainers totaling $505,000 on account of its Financial Advisory and Strategic Advisory Services. As disclosed in the court filings, SOLIC is a "disinterested person" as defined under section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory F. Hagood SOLIC Capital 150 North Wacker Drive, Suite 2120 Chicago, IL 60606 Phone: (847) 583-1618 Email: info@soliccapital.com About View, Inc View Inc. provides smart building technologies that transform buildings to improve human health and experience, reduce energy consumption, and generate additional revenue for building owners. View Smart Windows automatically adjust in response to the sun, eliminating the need for blinds and increasing access to natural light. View Smart Windows are installed and designed into 50 million square feet of buildings including offices, hospitals, airports, educational facilities, hotels, and multifamily residences. View Smart Building Cloud connects, manages and optimizes a portfolio of smart buildings with cybersecurity solutions. View Smart Building Cloud enables digitalization of over 100 million square feet of real estate. On the Web: http://www.view.com/ View Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10692) on April 2, 2024. In the petition signed by William T. Krause, as chief legal officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million. The Debtors disclosed total assets of $291,438,000 against total debt of $359,376,000 as of Sept. 30, 2023. Cole Schotz, P.C. serves as legal advisor and SOLIC Capital serves as financial advisor to View. Kroll Restructuring Administration LLC is the claims and balloting agent. Sidley Austin LLP serves as legal advisor to Cantor Fitzgerald. Gibson, Dunn & Crutcher LLP serves as legal advisor to RXR. W COMPANY: Peter Barrett of Kutak Rock Named Subchapter V Trustee ----------------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Peter Barrett, Esq., at Kutak Rock, LLP as Subchapter V trustee for The W Company, LLC. Mr. Barrett will charge $540 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Barrett declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Peter J. Barrett, Esq. Kutak Rock, LLP 901 East Byrd St., Ste. 1000 Richmond, VA 23219 Phone: (804) 644-1700 Email: Peter.barrett@kutakrock.com About The W Company The W Company, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Va. Case No. 24-31320) on April 7, 2024, with $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. James E. Kane, Esq., at Kane & Papa, PC represents the Debtor as legal counsel. W&T OFFSHORE: S&P Alters Outlook to Negative, Affirms 'B-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on offshore oil and gas exploration and production (E&P) company W&T Offshore Inc. to negative from stable and affirmed all of its ratings, including the 'B-' issuer credit rating. S&P said, "The negative outlook reflects our expectation for reduced cash flow generation in 2024 as natural gas prices remain weak and W&T completes its contracted acquisitions. We forecast the company's credit metrics will remain consistent with its prior-year levels, though somewhat weak for the rating, with S&P Global Ratings-adjusted funds from operations (FFO) to debt of about 15% in 2024 and debt to EBITDA of about 4.5x. "We anticipate the company's free operating cash flow (FOCF) will turn negative in in 2024 amid weak commodity prices and its recent acquisitions. In January, W&T completed its purchase of additional producing properties in the Gulf of Mexico's central shelf for a total cash consideration of $76.9 million, including fees. We view this acquisition as a proxy for the company's capital expenditure (capex) because it will reduce its need to develop new wells to support its production. Therefore, we expect W&T's total capex (including committed acquisitions) will increase to about $150 million in 2024 from about $81 million in 2023. Although the company's production is about 50% liquids, we forecast weaker operating cash flow in 2024 primarily due to continued low natural gas prices. Together with higher capex, we expect the company to generate negative FOCF of about $50 million in 2024. Our base-case scenario also assumes W&T's capex will decline to about $100 million in 2025 (including our assumption for $20 million in potential acquisitions), which will likely support about breakeven FOCF generation under our current price deck. We also note the company has hedged a portion of its natural gas production but not oil. "We expect the company's liquidity will remain adequate, though we forecast it will reduce its cash balances. W&T will need to use cash on hand to fund its cash flow shortfall in 2024 because of the short tenor of its credit facility (matures May 1, 2024), which will reduce its financial flexibility. Although the company's recent agreement to defer a $30 million amortization payment on its non-recourse secured term loan will support its liquidity this year, over the intermediate-term, we expect it will need to address the maturity of its second lien secured notes, which mature Feb. 1, 2026, over the intermediate term. "We expect the company will increase its production but anticipate higher costs will weigh on its operating performance. In the first quarter of 2023, W&T shut in operations at its Mobile Bay field for approximately 35 days to complete workovers and maintenance at an on-shore treatment facility. Because Mobile Bay represents approximately 40% of the company's total production, this disruption weighed on its 2023 results by constraining its overall production and contributing to higher expenses. We do not expect this disruption will recur in 2024. We anticipate the nonrecurrence of this disruption--combined with the contributions from its recent acquisitions of producing properties in the Gulf of Mexico--will expand W&T's total daily production by approximately 5%-6% in 2024. However, we also anticipate the company will incur additional costs in 2024 as it works to improve the operations of its recently acquired assets, which will lead to total cash operating costs of about $5 per thousand cubic feet equivalent (Mcfe), up from about $4.71/Mcfe in 2023. "The negative outlook reflects our expectation that W&T's cash flow generation will decline in 2024 amid continued weak natural gas prices. At the same time, we expect the company will modestly expand its production by about 5%-6% as it benefits from its recent acquisitions and more-normalized activity levels. We anticipate W&T's liquidity will remain adequate, though we expect its negative FOCF generation will reduce its cash balances. We also forecast the company's FFO to debt will be about 15% and its debt to EBITDA will be about 4.5x in 2024 on an S&P Global Ratings-adjusted basis." S&P could lower its ratings on W&T over the next 12 months if its liquidity weakens materially or it comes to view its capital structure as unsustainable. This would most likely occur if: -- Commodity prices decline further, leading to weaker-than-expected cash flow generation; -- The company engages in additional acquisitions; or -- The company does not address the maturity of its 2026 notes in a timely manner. S&P could revise its outlook on W&T to stable over the next 12 months if: -- S&P expects the company will generate material FOCF on a sustained basis; -- Its liquidity remains adequate; and -- Its credit metrics do not decline materially below our current forecast levels. S&P said, "Environmental factors are a negative consideration in our credit rating analysis on W&T Offshore Inc. because the E&P industry is contending with an accelerating energy transition and the adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher return investments. As an offshore producer in the Gulf of Mexico, W&T works with many regulatory entities, such as the Bureau of Safety and Environmental Enforcement, to ensure its compliance with environmental and safety standards. We note the company has not reported a significant spill over the last three years despite heightened hurricane activity. "We assess W&T's management and governance as moderately negative, which reflects our view that its concentrated ownership by Mr. Krohn, who also serves as president, CEO, and board chairman, somewhat increases its credit risk. We also view its board as lacking a significant number of independent directors. Nonetheless, we believe the company has taken steps to improve its governance in recent years, including by making changes to its executive compensation and appointing additional board members." WALNUT HILLS-GREENVILLE: Hires Lane Law Firm PLLC as Counsel ------------------------------------------------------------ Walnut Hills-Greenville Ave, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Lane Law Firm PLLC as legal counsel. The firm will provide these services: a. assist, advise and represent the Debtor relative to the administration of the Chapter 11 case; b. assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of the secured creditors; d. assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of the Debtor before said Courts and the United States Trustee; and g. perform all other necessary legal services in these cases. The firm will be paid at these rates: Robert C. Lane $750 per hour Joshua Gordon $700 per hour Associate Attorneys $500 to $600 per hour Paraprofessionals $225 to $325 per hour The firm received from the Debtor a retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Lane, a partner at Lane Law Firm PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert C. Lane, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com About Walnut Hills-Greenville Ave, LLC Walnut Hills-Greenville Ave, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31485) on April 1, 2024, listing 50,000,001 to $100 million in assets and $10,000,001 to $50 million in liabilities. Judge Jeffrey P Norman presides over the case. Robert C Lane, Esq. at The Lane Law Firm represents the Debtor as counsel. WEBSTER UNIVERSITY: Moody's Confirms 'B1' Issuer & Debt Ratings --------------------------------------------------------------- Moody's Ratings has confirmed Webster University's (MO) B1 issuer and debt ratings. The outlook is negative. Previously, Webster's ratings were on review for downgrade. This concludes the review for downgrade initiated by Moody's Ratings on February 14, 2024. The confirmation of Webster University's B1 issuer rating was largely driven by its progress in significantly reducing the magnitude of the operating deficit in the current fiscal year, its articulation of a credible plan to make additional progress towards restoring positive cash flow and stabilizing liquidity beyond fiscal 2024, and the successful petition to the St. Louis Circuit Court to reclassify about $34 million of restricted endowment funds as unrestricted quasi-endowment. With this ruling, the university forecasts its liquidity ratio to be above the minimum financial covenant threshold, which provides near-term relief to liquidity risk. RATINGS RATIONALE Webster University's B1 issuer rating reflects its highly constrained financial position while also acknowledging traction in strengthening student demand. Double-digit operating deficits will materialize for the fifth consecutive year in fiscal 2024, leading to further depletion in the already thin liquidity. Aside from the budget pressures, the university has elevated debt relative to both wealth and scale, along with heightened debt structure risks that add considerable liquidity risk. The university has shown signs of improving student demand through the implementation of a multifaceted enrollment management plan. A substantial year-over-year enrollment increase will translate to strong revenue growth in fiscal 2024. Sustaining this revenue growth momentum beyond the current fiscal year is essential to meeting its articulated goal of restoring positive cash flow generation and stabilizing liquidity by fiscal 2025. The confirmation of the university's B1 debt ratings reflect the issuer rating and the general obligation characteristics of the bonds. RATING OUTLOOK The negative outlook acknowledges the university's heightened budget challenges and the execution risks related to its ability to achieve articulated goals of sustaining strong revenue growth, returning to cash flow positive in fiscal 2025, and making consistent progress towards restoring balanced financial operations beyond fiscal 2025. The negative outlook also incorporates the university's constrained liquidity profile and elevated exposure to debt structure risks. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Sustained strengthening in operating performance towards restoration of break-even operating results -- Significant improvement in liquidity profile and elimination of reliance on lines of credit for operations FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to make significant progress towards reducing the magnitude of the operating deficit in the current fiscal year and returning to positive cash flow in fiscal 2025 and thereafter -- Failure to materially strengthen unrestricted financial resources or remain in compliance with debt covenants -- Inability to sustain positive student demand momentum and growth in net student revenue in fiscal 2025 LEGAL SECURITY Rated bonds are unconditional obligations of the university with a lien on general revenue. The university is bound by several financial covenants, including requirements to maintain unrestricted resources to long-term debt of at least 0.75x (liquidity ratio) and maximum annual debt service to unrestricted gross revenue of a maximum of 10% (maximum annual debt service ratio). The university generated a maximum annual debt service ratio of 7.53% in fiscal 2023. However, Webster's liquidity ratio at 20% in fiscal 2023 was well below the required threshold. Under the legal documents, the covenant breach required the university to procure the services of a financial consultant to help restore compliance. However, if, after working with the consultant, the university's liquidity ratio is below 50% at the end of the fiscal year, an event of default could ensure, potentially triggering an acceleration event. Following a petition by the university, the St. Louis Circuit Court recently issued a ruling that allows the university to reclassify about $34 million of restricted endowment funds as unrestricted quasi-endowment funds. With this reclassification, the university forecasts the liquidity ratio at 76.9% for the measurement date of May 31, 2024 (fiscal year end). Remaining in compliance with the liquidity covenant beyond fiscal 2024 will largely depend on the university's ability to achieve its financial forecast and restore positive cash flow. PROFILE Originally founded in 1915, Webster is a private university with its main residential campus just outside of St. Louis, multiple metropolitan and military base campuses scattered through the United States, as well as international locations across nine countries and three continents (Europe, Asia and Africa). Webster offers a diverse mix of undergraduate, graduate, and certificate programs and has extensive online programming. It generated $118 million in operating revenue in fiscal 2023. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. WEINBERG PROPERTIES: Peter Barrett Named Subchapter V Trustee ------------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Peter Barrett, Esq., at Kutak Rock, LLP as Subchapter V trustee for Weinberg Properties, LLC. Mr. Barrett will charge $540 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Barrett declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Peter J. Barrett, Esq. Kutak Rock LLP 901 East Byrd St., Ste. 1000 Richmond, VA 23219 Phone: (804) 644-1700 Email: Peter.barrett@kutakrock.com About Weinberg Properties Weinberg Properties, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Va. Case No. 24-31319) on April 7, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. James E. Kane, Esq., at Kane & Papa, PC represents the Debtor as legal counsel. WESTERN DENTAL: Audax Marks $492,500 Loan at 20% Discount --------------------------------------------------------- Audax Credit BDC, Inc., has marked its $492,500 loan extended to Western Dental to market at $392,064 or 80% of the outstanding amount, as of Dec. 31, 2023, according to a disclosure contained in Audax's Form 10-K report for the fiscal year ended Dec. 31, 2023, filed with the Securities and Exchange Commission. Audax is a participant in a Senior Secured 2022 Incremental Term Loan to Western Dental. The loan accrues interest at a rate of 10.58% (S+5.25%) per annum. The loan matures on Aug. 18, 2028. Audax is a Delaware corporation that was formed in January 2015. Audax is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, it has elected to be treated for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. The Fund's fiscal year ends Dec. 31. The Fund is led by Michael P. McGonigle, Chairman of the Board of Directors, President, and Chief Executive Officer; and Richard T. Joseph, Chief Financial Officer and Treasure. The Fund can be reached through: Audax Credit BDC, Inc. 101 Huntington Avenue Boston, MA 02199 Tel: (617) 859-1500 Western Dental is 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. WHITESTONE INDUSTRIAL: Hires O'Dowd Law Firm as Special Counsel --------------------------------------------------------------- Whitestone Industrial-Office LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire O'Dowd Law Firm, P.C. as its special counsel. The firm will be providing legal advice and counseling relating to real estate and general business matters incident to their bankruptcy cases regarding real property in the State of Texas. The firm will not offer bankruptcy advice but may offer advice on New York law pertaining to loan documents, as well as Texas real estate and real estate finance laws and corporate matters. London S. O'Dowd is the principal attorney for this engagement, and his hourly rate is $495. Mr. O'Dowd assured the court that he and his firm are disinterested parties as defined in 11 U.S.C. 101(14). The firm can be reached through: London S. O'Dowd, Esq. THE O'DOWD LAW FIRM, P.C. 450 Century Parkway, Suite 250 Allen, TX 75013 Telephone: (214) 432-1006 Facsimile: (214) 295-5356 About Whitestone Industrial-Office LLC Whitestone Industrial-Office LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex . Case No. 24-30653) on March 4, 2024, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Bradford Johnson as authorized representative. Judge Scott W. Everett presides over the case. Joyce W. Lindauer, Esq. at Joyce W. Lindauer Attorney, PLLC represents the Debtor as counsel. WILSON BUILDING: Seeks to Hire Mark J. Lazzo as Bankruptcy Counsel ------------------------------------------------------------------ Wilson Building Maintenance, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Mark J. Lazzo, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include preparing a Chapter 11 plan, reviewing claims, negotiating with creditors, arranging sales, and filing adversary actions. Mark Lazzo, Esq., and Justin Balbierz, Esq., the firm's attorneys who will assist the Debtor in all aspects of its bankruptcy case, will charge $350 per hour and $275 per hour, respectively. As disclosed in court filings, the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark J. Lazzo, Esq. Mark J. Lazzo, P.A. 3500 N. Rock Road Bldg. 300, Suite B Wichita, KS 67226 Tel: (316) 263-6895 Email: mark@lazzolaw.com About Wilson Building Maintenance, Inc. Wilson Building Maintenance, Inc. owns and operates a commercial maintenance business in Wichita, Kansas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 24-10264) on April 5, 2024. In the petition signed by Anita L. Vara, president, the Debtor disclosed up to $50,000 in both assets and liabilities. Mark J Lazzo, Esq., at Mark J Lazzo PA, represents the Debtor as legal counsel. WINNING COLORS: Mark Sharf Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for Winning Colors, Inc. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About Winning Colors Winning Colors, Inc., formerly doing business as S. F. Local Color, offers residential and commercial painting services. The company is based in San Francisco, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-30229) on April 4, 2024, with $430,339 in assets and $1,785,459 in liabilities. Nita Riccardi, president, signed the petition. Jeffrey Goodrich, Esq., at Goodrich & Associates represents the Debtor as legal counsel. YELLOW CORP: Asks Court to Toss Former Workers' Back Pay Claims --------------------------------------------------------------- Randi Love of Bloomberg Law reports that former trucking giant Yellow Corp. doubled down on its objections to its former workers' demands for back pay and benefits as a part of its bankruptcy case, saying their claims are invalid. Yellow is opposing claims brought by former employees who say the company violated the Worker Adjustment and Retraining Notification Act by failing to give proper notice of layoffs before its August 2023 bankruptcy. The company didn't meet the definition of an "employer" subject to WARN requirements under Third Circuit law when it imposed the layoffs in July 2023, Yellow said in a Tuesday, April 9, 2024, court filing. About Yellow Corporation Yellow Corporation -- http://www.myyellow.com/-- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corporation had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel; Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel; Kasowitz, Benson and Torres, LLP as special litigation counsel; Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions is the claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve as counsels to Beal Bank USA and the U.S. Department of the Treasury, respectively. On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller Buckfire as investment banker; and Huron Consulting Services, LLC, as financial advisor. YWFM LLC: Seeks to Hire Bruner Wright P.A. as Legal Counsel ----------------------------------------------------------- YWFM, LLC, d/b/a Brian's Tire and Service, seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Bruner Wright, P.A. as its counsel. The Debtor requires a counsel to give legal advice with respect to its powers and duties in this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Robert C. Bruner $450/hour Byron Wright III $400/hour Samantha A. Kelley $375/hour Paralegal $150/hour The firm received a retainer of $26,000 from the Debtor. Byron Wright III, Esq., a member at Bruner Wright, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Bruner, Esq. Byron Wright III, Esq. BRUNER WRIGHT, PA 2810 Remington Green Circle Tallahassee, FL 32308 Telephone: (850) 385-0342 Facsimile: (850) 270-2441 Email: rbruner@brunerwright.com twright@brunerwright.com About YWFM LLC YWFM, LLC, doing business as Brian's Tire and Service, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-40141) on April 3, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Brian Lombardino, owner, signed the petition. Byron W. Wright III, Esq., at Bruner Wright, P.A. represents the Debtor as legal counsel. ZIPRECRUITER INC: Fitch Alters Outlook on 'B+' LongTerm IDR to Neg. ------------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for ZipRecruiter, Inc. (ZIP) at 'B+'. The Rating Outlook has been revised to Negative from Stable. Fitch has also affirmed the company's senior unsecured notes at 'BB-'/'RR3'. The ratings impact approximately $550 million of debt. The company will face revenue and EBITDA pressures in 2024 due to a sharp reduction in demand for recruiting services. Given important cost containment initiatives were already implemented in 2023 and management's long-term growth objectives, meaningful cost reductions will be more limited. The Negative Outlook reflects uncertainty surrounding the timing and pace of a demand recovery and as a result the possibility that EBITDA generation could remain pressured for an extended period of time. The ratings could be downgraded absent a turnaround in revenue trends that leads to EBITDA recovery and expectations of leverage declining to below Fitch's negative rating sensitivity of 5x. KEY RATING DRIVERS Near-Term Challenges: ZIP's growth profile has historically been a credit positive, but it is currently hampered by a steep reduction in demand for recruiting services. Fitch expects revenue to contract around 20% in 2024 and EBITDA to contract around 60% should the weak demand continue. EBITDA held up in 2023 despite a 29% revenue contraction due to cost containment initiatives and a sizeable reduction in sales and marketing spend. Positively, solid liquidity should provide some flexibility to the company to navigate the downturn. Industry Cyclicality: Fitch views the highly cyclical nature of the staffing industry as a key credit consideration. The current environment underscores the negative headwinds on revenue, EBITDA and potentially FCF the company can experience under periods of weakness in recruiting services demand. Peers in online job postings experienced revenue declines of more than 30% during 2009 while staffing companies realized declines as high as 30%-40%. ZIP's exposure to small and medium size businesses also adds to the volatility as staffing needs among these businesses varies widely with the economic cycle. Solid Liquidity: Fitch expects the company will continue to generate positive free cash flow in the future, helped by low capital intensity and working capital requirements. This should further bolster the balance sheet that had $520 million of cash and investments as of YE 2023. ZIP remains in the early growth stage of its business lifecycle, and the company is likely to prioritize growth spending (organic investments and M&A) in the coming years. However, it has also used excess cash for share buybacks and spent $339 million on share repurchases in 2022 and $137 million in 2023. High Leverage: ZIP's EBITDA leverage will spike meaningfully above the 5x upper bound expected for its 'B+' rating during 2024, and possibly beyond absent a meaningful return of paid employers to its website as material costs and expense reductions are not expected to reoccur. Costs and expense reductions amounted to more than $200 million in 2023, mainly of sales and marketing spend. As a result of these cuts, EBITDA margins expanded to 27% in 2023 from 20% in 2022. Fitch's base case assumes margins contract sharply to 14% given a decline in revenue in 2024, but recover to close to 18% in 2025 as an important number of paid employers returns. Competitive Landscape: Fitch views the U.S. job recruitment marketplace as highly competitive and fragmented, which constrains the IDR. ZIP established itself in recent years as a well-known online U.S. job search resource, which signals its strong execution capabilities but also points to potential competitive threats over time. Other online marketplace operators faced material execution challenges historically and lost share after establishing a strong online presence, including Monster Worldwide, Inc., CareerBuilder, among others. ZIP also competes with a range of alternative solutions including recruiters, vertical-focused job sites, employers' own sites, LinkedIn, Indeed, and others. DERIVATION SUMMARY ZipRecruiter competes in a large and fragmented online job search industry. Many of its primary peers including LinkedIn, Indeed, Monster, CareerBuilder and others are private or divisions of larger companies and are not rated by Fitch. Fitch considers ZIP's rating profile relative to a range of business services and technology companies in its ratings universe, comparing factors including growth, margins, business lifecycle, leverage, cash flow dynamics and competitive position among others to arrive at its rating. Fitch rates industrial staffing provider EmployBridge Holding Company (B/Negative) and healthcare staffing provider AMN Healthcare, Inc. (AMN; BB+/Stable), which each operate in recruiting but with traditional staffing business models. ZIP shows higher EBITDA and FCF margins relative to EmployBridge and AMN. To a large extent higher profitability reflects greater operating leverage. Staffing companies derive revenue upon a pass-through spread for employees that are assigned to temporary roles while ZIP derives its revenue from online platform fees for subscription services and performance-based job postings. Similar to Employbridge, ZIP's leverage profile is pressured for its IDR. Although AMN has also been affected by weak demand for recruiting services recently, Fitch expects AMN's leverage will be above the negative rating sensitivity of 2.5x at YE 2024 but will return below it by YE 2025, supported by Fitch's expectation that FCF will be used exclusively to repay debt in the near term and that EBITDA is likely to trough in 2024 and demonstrate improvement in 2025. The nascent stage of ZIP's business in a fragmented and competitive industry, its relatively small EBITDA scale, and cyclicality inherent in the recruiting industry constrains the rating to the 'B' rating category. KEY ASSUMPTIONS - Revenues are pressured in 2024 due to slower hiring trends (Revenues down to around $500 million with at least roughly 70,000 average paid employers); Fitch assumes a normalized revenue achieved over the subsequent two years reflecting average paid employers of around 110,000 and quarterly revenue per paid employer that does not dip materially below the $1,755 generated during 2023; - EBITDA margins decline in 2024 to 14%, with projected expansion to close to 18% in subsequent years; - Positive FCF to revenues of low to mid-single digits in 2024 due to limited working capital, cash taxes and capex requirements. With margins expanding low-double digits in subsequent years; - Capital allocation priorities are likely weighted toward share buybacks and M&A over time. Fitch has not forecasted M&A in its it base case; - Leverage in the 4x-5x range starting in 2025. RECOVERY ANALYSIS For entities rated 'B+' and below, where default is closer and recovery prospects are more meaningful to investors, Fitch undertakes a tailored, or bespoke, analysis of recovery upon default for each issuance. The resulting debt instrument rating includes a Recovery Rating (RR) from 'RR1' to 'RR6' that is notched from the IDR accordingly. In this analysis, there are three steps: (i) estimating the distressed enterprise value (EV); (ii) estimating creditor claims; and (iii) distribution of value. Fitch assumed ZIP would emerge from a default scenario under the going concern approach versus liquidation. Key assumptions used in the recovery analysis are as follows: - Fitch assumes a $95 million going concern EBITDA, which is materially below 2023 EBITDA of $175 million. This meaningful pullback could be driven by macro issues, mis-execution and/or share loss. - Fitch assumes an EV/EBITDA multiple of 6.5x upon emergence from bankruptcy. This multiple is validated based upon comparable public company trading multiples (current & historic), industry M&A, and comparable reorganization multiples Fitch has witnessed historically. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Sustained expectations of EBITDA leverage below 5x could lead to a revision of the Outlook to Stable; - EBITDA leverage sustained below 4.0x in conjunction with EBITDA scaling to sustainably above $200 million could lead to a revision of the Outlook to Positive or an IDR upgrade. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage sustained above 5.0x; - Sustained deterioration in EBITDA margins to mid-teens percentage or lower, signaling potential competitive and/or market pressures. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: ZipRecruiter has a solid liquidity position that should enable it to continue to drive growth in the years ahead. It held $520 million of cash and investments at YE 2023. Additionally, the company has a $250 million senior secured revolving facility in place and generates positive FCF ($93 million in FY23) that further supports liquidity needs. Given the low capital intensity of its business and limited working capital requirements, there are limited cash flow needs beyond growth investments. Debt Structure: The company has a relatively simple debt capital structure, with a $250 million senior secured revolving facility (undrawn currently) in place that matures in April 2026. The company also has $550 million of senior unsecured notes outstanding that mature in 2030. The senior notes bear interest of 5% per year. Fitch does not expect any material changes to the company's debt structure in the near term, although M&A and growth investments could change this over time. EBITDA leverage was 3.1x as of year-end 2023. ISSUER PROFILE ZipRecruiter is a two-sided, online marketplace for work. The company had more 70,000 paid employers as of 4Q23. It generates revenue from employers largely via flat-rate pricing but also performance-based pricing terms (e.g., cost per click, or CPC). ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- ZipRecruiter, Inc. LT IDR B+ Affirmed B+ senior unsecured LT BB- Affirmed RR3 BB- [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re 3D & Company Bankr. N.D. Ga. Case No. 24-53145 Chapter 11 Petition filed March 27, 2024 Filed Pro Se In re Ohoopee Shoals, LLC Bankr. N.D. Ga. Case No. 24-53206 Chapter 11 Petition filed March 28, 2024 Filed Pro Se In re 571 Sherman Ave., LLC Bankr. S.D.N.Y. Case No. 24-22308 Chapter 11 Petition filed April 9, 2024 See https://www.pacermonitor.com/view/HC2IT6A/571_Sherman_Ave_LLC__nysbke-24-22308__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Test and Balancing, Inc. Bankr. D. Md. Case No. 24-12942 Chapter 11 Petition filed April 9, 2024 See https://www.pacermonitor.com/view/PASVM6Q/Test_and_Balancing_Inc__mdbke-24-12942__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel Staeven, Esq. FROST LAW E-mail: daniel.staeven@frosttaxlaw.com In re Regal Sand Realty, LLC Bankr. M.D. Fla. Case No. 24-01927 Chapter 11 Petition filed April 9, 2024 See https://www.pacermonitor.com/view/SJ2J6ZI/Regal_Sand_Realty_LLC__flmbke-24-01927__0001.0.pdf?mcid=tGE4TAMA represented by: Michael J. Duggar, Esq. LAW OFFICES OF MICHAEL J. DUGGAR, PLLC E-mail: litig8tr59@gmail.com In re Innovative Real Estate Developers, Inc. Bankr. W.D. La. Case No. 24-50278 Chapter 11 Petition filed April 9, 2024 See https://www.pacermonitor.com/view/THXVCOQ/Innovative_Real_Estate_Developers__lawbke-24-50278__0001.0.pdf?mcid=tGE4TAMA represented by: D. Patrick Keating, Esq. THE KEATING FIRM, APLC E-mail: rick@dmsfirm.com In re Sky Development Ltd Bankr. D. Mass. Case No. 24-10658 Chapter 11 Petition filed April 9, 2024 See https://www.pacermonitor.com/view/SAW5TQI/Sky_Development_Ltd__mabke-24-10658__0001.0.pdf?mcid=tGE4TAMA represented by: Logan Weinkauf, Esq. LOGAN A. WEINKAUF, P.C. E-mail: logan@weinkaufpc.com In re Precision Anesthesia Billing, LLC Bankr. M.D. Tenn. Case No. 24-01207 Chapter 11 Petition filed April 9, 2024 See https://www.pacermonitor.com/view/7SYGHNY/Precision_Anesthesia_Billing_LLC__tnmbke-24-01207__0001.0.pdf?mcid=tGE4TAMA represented by: Robert J. Gonzales, Esq. EMERGELAW, PLC E-mail: ecf@emerge.law In re Jerry P. Watford Bankr. M.D. Ala. Case No. 24-10404 Chapter 11 Petition filed April 10, 2024 represented by: Anthony Bush, Esq. In re Leonard Walker, Jr. Bankr. N.D. Ga. Case No. 24-53648 Chapter 11 Petition filed April 10, 2024 represented by: Benjamin Keck, Esq. KECK LEGAL, LLC E-mail: bkeck@kecklegal.com In re Nicholas Stephen Wallace and Pascale Marie Wallace Bankr. N.D. Iowa Case No. 24-00315 Chapter 11 Petition filed April 10, 2024 In re T and D Real Estate Properties, L.L.C. Bankr. E.D. Mich. Case No. 24-43536 Chapter 11 Petition filed April 10, 2024 See https://www.pacermonitor.com/view/SPMXMIA/T_and_D_Real_Estate_Properties__miebke-24-43536__0001.0.pdf?mcid=tGE4TAMA represented by: Edward J. Gudeman, Esq. GUDEMAN & ASSOCIATES, PC E-mail: ecf@gudemanlaw.com In re 23 Street Shipping Inc. Bankr. E.D.N.Y. Case No. 24-41534 Chapter 11 Petition filed April 10, 2024 See https://www.pacermonitor.com/view/ZJKESLQ/23_Street_Shipping_Inc__nyebke-24-41534__0001.0.pdf?mcid=tGE4TAMA represented by: Avinoam Rosenfeld, Esq. THE ROSENFELD LAW OFFICE PLLC E-mail: aviyrosenfeld@aol.com In re Elias Deutsch Bankr. E.D.N.Y. Case No. 24-41526 Chapter 11 Petition filed April 10, 2024 In re Nassau Pro Inc. Bankr. E.D.N.Y. Case No. 24-71398 Chapter 11 Petition filed April 10, 2024 See https://www.pacermonitor.com/view/7RD44YI/Nassau_Pro_Inc__nyebke-24-71398__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re AMK Tiki, LLC Bankr. S.D.N.Y. Case No. 24-35358 Chapter 11 Petition filed April 10, 2024 See https://www.pacermonitor.com/view/MOERDDA/AMK_Tiki_LLC__nysbke-24-35358__0001.0.pdf?mcid=tGE4TAMA represented by: Michelle L. Trier, Esq. GENOVA, MALIN & TRIER, LLP In re MAM Pizza, LLC Bankr. S.D. Cal. Case No. 24-01275 Chapter 11 Petition filed April 11, 2024 See https://www.pacermonitor.com/view/7C626FI/MAM_Pizza_LLC__casbke-24-01275__0001.0.pdf?mcid=tGE4TAMA represented by: Judith A Descalso, Esq. LAW OFFICE OF JUDITH A DESCALSO E-mail: jad@jdescalso.com In re Universal Seating Company, Inc. Bankr. M.D. Fla. Case No. 24-01019 Chapter 11 Petition filed April 11, 2024 See https://www.pacermonitor.com/view/XCR2FOI/Universal_Seating_Company_Inc__flmbke-24-01019__0001.0.pdf?mcid=tGE4TAMA represented by: Rehan N. Khawaja, Esq. BANKRUPTCY LAW OFFICES OF REHAN N. KHAWAJA E-mail: khawaja@fla-bankruptcy.com In re Diamond P LLC Bankr. E.D.N.Y. Case No. 24-bk-71423 Chapter 11 Petition filed April 11, 2024 See https://www.pacermonitor.com/view/4LHRDWY/Diamond_P_LLC__nyebke-24-71423__0001.0.pdf?mcid=tGE4TAMA represented by: Richard S. Feinsilver, Esq. RICHARD S FEINSILVER, ESQ. E-mail: feinlawny@yahoo.com In re Prime Development Inc. Bankr. E.D.N.Y. Case No. 24-41566 Chapter 11 Petition filed April 11, 2024 See https://www.pacermonitor.com/view/DYDYOIQ/Prime_Development_Inc__nyebke-24-41566__0001.0.pdf?mcid=tGE4TAMA represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re Stella Siomkos Bankr. S.D.N.Y. Case No. 24-10619 Chapter 11 Petition filed April 11, 2024 represented by: Karamvir Dahiya, Esq. In re Harris Hauling & Trucking, LLC Bankr. E.D.N.C. Case No. 24-01210 Chapter 11 Petition filed April 11, 2024 See https://www.pacermonitor.com/view/WNT6JCQ/Harris_Hauling__Trucking_LLC__ncebke-24-01210__0001.0.pdf?mcid=tGE4TAMA represented by: JM Cook, Esq. J.M. COOK, P.A. E-mail: j.m.cook@jmcookesq.com In re Barn Star Properties, Ltd. Bankr. N.D. Ohio Case No. 24-11377 Chapter 11 Petition filed April 11, 2024 See https://www.pacermonitor.com/view/NDB3I5Y/Barn_Star_Properties_Ltd__ohnbke-24-11377__0001.0.pdf?mcid=tGE4TAMA represented by: Jonathan P. Blakely, Esq. JONATHAN P. BLAKELY, ESQ. E-mail: jblakelylaw@windstream.net In re Osmar A Aymat Rivera and Sujeily Perez Jimenez Bankr. D.P.R. Case No. 24-01484 Chapter 11 Petition filed April 11, 2024 represented by: Alexandra Bigas Valedon, Esq. In re Daniel Vasile Suciu Bankr. W.D. Wash. Case No. 24-10877 Chapter 11 Petition filed April 11, 2024 represented by: Marc Stern, Esq. In re Charles Albert Brooks and Cherie Brooks Bankr. M.D. Fla. Case No. 24-01034 Chapter 11 Petition filed April 12, 2024 represented by: Daniel Velasquez, Esq. In re Centerstone Realty Group, Inc. Bankr. S.D. Ind. Case No. 24-01846 Chapter 11 Petition filed April 12, 2024 See https://www.pacermonitor.com/view/4SJACJI/Centerstone_Realty_Group_Inc__insbke-24-01846__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas C. Scherer, Esq. DENTONS BINGHAM GREENEBAUM E-mail: thomas.scherer@dentons.com In re Herington Hospital Inc. Bankr. D. Kan. Case No. 24-10284 Chapter 11 Petition filed April 12, 2024 See https://www.pacermonitor.com/view/PG3NZJA/Herington_Hospital_Inc__ksbke-24-10284__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re NY Medical Health Care, P.C. Bankr. E.D.N.Y. Case No. 24-41578 Chapter 11 Petition filed April 12, 2024 See https://www.pacermonitor.com/view/OO6ZUNQ/NY_Medical_Health_Care_PC__nyebke-24-41578__0001.0.pdf?mcid=tGE4TAMA represented by: Heath S. Berger, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP E-mail: hberger@bfslawfirm.com/ gfischoff@bfslawfirm.com In re Sinai North Shore Medical Associates, P.L.L.C. Bankr. E.D.N.Y. Case No. 24-41580 Chapter 11 Petition filed April 12, 2024 See https://www.pacermonitor.com/view/OZRRQWY/Sinai_North_Shore_Medical_Associates__nyebke-24-41580__0001.0.pdf?mcid=tGE4TAMA represented by: Heath S. Berger, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP E-mail: hberger@bfslawfirm.com/ gfischoff@bfslawfirm.com In re Integrative Medical Home Care, PLLC Bankr. W.D. Tex. Case No. 24-10404 Chapter 11 Petition filed April 12, 2024 See https://www.pacermonitor.com/view/NFUCFDY/Integrative_Medical_Home_Care__txwbke-24-10404__0001.0.pdf?mcid=tGE4TAMA represented by: Frank B Lyon, Esq. FRANK B LYON E-mail: frank@franklyon.com In re Gist Entities, LLC Bankr. N.D. Ill. Case No. 24-05418 Chapter 11 Petition filed April 13, 2024 See https://www.pacermonitor.com/view/TISVZOA/Gist_Entities_LLC__ilnbke-24-05418__0001.0.pdf?mcid=tGE4TAMA represented by: Joel Schechter, Esq. LAW OFFICES OF JOEL A. SCHECHTER E-mail: joelschechter1953@gmail.com In re RMB Marine Services, LLC Bankr. N.D. Ala. Case No. 24-80694 Chapter 11 Petition filed April 15, 2024 See https://www.pacermonitor.com/view/N34SW6A/RMB_Marine_Service_LLC__alnbke-24-80694__0001.0.pdf?mcid=tGE4TAMA represented by: Stuart Maples, Esq. THOMPSON BURTON PLLC E-mail: smaples@thompsonburton.com In re Advanced Custom Shutters, Inc. Bankr. N.D. Cal. Case No. 24-50536 Chapter 11 Petition filed April 15, 2024 See https://www.pacermonitor.com/view/DE3EVLA/Advanced_Custom_Shutters_Inc__canbke-24-50536__0001.0.pdf?mcid=tGE4TAMA represented by: Barzin Sabahat, Esq. BY THE LAW, APC E-mail: barry@anchorlawgroup.com In re Gibson Canites Bankr. N.D. Cal. Case No. 24-40528 Chapter 11 Petition filed April 15, 2024 In re Evan Phillip Jowers Bankr. S.D. Fla. Case No. 24-13584 Chapter 11 Petition filed April 15, 2024 represented by: Zachary Zermay, Esq. In re Evergreen Homes Of Florida, Inc. Bankr. S.D. Fla. Case No. 24-13583 Chapter 11 Petition filed April 15, 2024 See https://www.pacermonitor.com/view/ZOXXCEY/Evergreen_Homes_Of_Florida_Inc__flsbke-24-13583__0001.0.pdf?mcid=tGE4TAMA represented by: Philip J. Landau, Esq. LANDAU LAW, PLLC E-mail: phil@landau.law In re Yunisleidis Higdon Bankr. S.D. Fla. Case No. 24-13616 Chapter 11 Petition filed April 15, 2024 represented by: Stan Riskin, Esq. In re Shaik's LLC Bankr. N.D. Ill. Case No. 24-05441 Chapter 11 Petition filed April 15, 2024 See https://www.pacermonitor.com/view/F5SXMCA/Shaiks_LLC__ilnbke-24-05441__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Apex Disaster Specialists Louisiana, LLC Bankr. W.D. La. Case No. 24-20176 Chapter 11 Petition filed April 15, 2024 See https://www.pacermonitor.com/view/7UMVMTA/Apex_Disaster_Specialists_Louisiana__lawbke-24-20176__0001.0.pdf?mcid=tGE4TAMA represented by: Wade N. Kelly, Esq. WADE N KELLY, LLC E-mail: staff@packardlaw.com In re Beaver Development LLC Bankr. D. Mont. Case No. 24-20045 Chapter 11 Petition filed April 15, 2024 See https://www.pacermonitor.com/view/SXWZ52A/BEAVER_DEVELOPMENT_LLC__mtbke-24-20045__0001.0.pdf?mcid=tGE4TAMA represented by: Matt Shimanek, Esq. SHIMANEK LAW PLLC E-mail: matt@shimaneklaw.com In re The Kerri Wilson Foundation LLC Bankr. W.D.N.Y. Case No. 24-10395 Chapter 11 Petition filed April 15, 2024 See https://www.pacermonitor.com/view/PPNIZNY/The_Kerri_Wilson_Foundation_LLC__nywbke-24-10395__0001.0.pdf?mcid=tGE4TAMA represented by: Timothy R. Collins, Esq. COLLINS LAW PLLC E-mail: legaloffice156@gmail.com In re Thomas Roy Roberts Bankr. E.D.N.C. Case No. 24-01238 Chapter 11 Petition filed April 15, 2024 represented by: Richard Preston Cook, Esq. RICHARD P. COOK, PLLC In re Gabriel Custom Homes, LLC Bankr. W.D.N.C. Case No. 24-30332 Chapter 11 Petition filed April 15, 2024 See https://www.pacermonitor.com/view/KPIJXSA/Gabriel_Custom_Homes_LLC__ncwbke-24-30332__0001.0.pdf?mcid=tGE4TAMA represented by: R. Keith Johnson, Esq. LAW OFFICES OF R. KEITH JOHNSON, P.A. E-mail: kjparalegal@bellsouth.net In re Bruce Stuart Boone, SR and Meredith Boone Bankr. W.D. Va. Case No. 24-60405 Chapter 11 Petition filed April 15, 2024 represented by: Christopher Moffitt, Esq. ********* 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. 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