/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240425.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 25, 2024, Vol. 28, No. 115 Headlines A.R.D. MARKETING: Case Summary & 20 Largest Unsecured Creditors A.W. BROWN:S&P Places 'B+' Revenue Bond Rating on Watch Developing ABERCROMBIE & FITCH: S&P Upgrades ICR to 'BB', Outlook Stable ACORDA THERAPEUTICS: Prime Vigilance Out as Committee Member AETIUS COMPANIES: Continued Operations to Fund Plan AIRSPAN NETWORK: $53MM DIP Loan from DBFIP Has Final Court OK ALPINE 4 HOLDINGS: Gets Additional Nasdaq Notice of Noncompliance ANTERO RESOURCES: Moody's Affirms Ba1 CFR, Outlook Remains Stable APPLIED DNA: Stockholders Approve Warrants Amendments AQUABOUNTY TECHNOLOGIES: Signs $10M Loan Agreement With JMB Capital ASCENT RESOURCES: Fitch Hikes LongTerm IDR to B+, Outlook Positive AULT ALLIANCE: Howard Ash Resigns as Director AULT ALLIANCE: Required to Maintain Balance of $7MM Until May 15 AZALEA TOPCO: Moody's Affirms 'B3' CFR & Alters Outlook to Stable BARNES & NOBLE: Adopts Short-Term Stockholder Rights Plan BARNES & NOBLE: Inks New Equity, Refinancing Deals With Immersion BAUSCH HEALTH: Moody's Affirms Caa2 CFR & Alters Outlook to Stable BIOLASE INC: Receives Notice of Upcoming Nasdaq Suspension BIRD GLOBAL: Vodafone US Out as Committee Member BLUE STAR: Receives Nasdaq Compliance Extension BNB BATTERY: Case Summary & 11 Unsecured Creditors BRICK BY BRICK: Unsecureds to Get Share of GUC Pool in Plan BRIGHTLINE EAST: Fitch Gives 'B(EXP)' Rating on $1.25BB Sec. Notes BURGERFI INTERNATIONAL: Regions Bank, Lenders Assign Loan to TREW CABLEVISION LIGHTPATH: Moody's Affirms 'B2' CFR, Outlook Stable CANOPY GROWTH: CBI Converts Common Shares Into Exchangeable Shares CEL-SCI CORP: All Three Proposals Passed at Annual Meeting CHICKEN SOUP: Negotiates Forbearance Deal Amid Financial Concerns CIDARA THERAPEUTICS: Reports $22.9 Million Net Loss in 2023 CIDARA THERAPEUTICS: To Restate Previously Filed Financial Reports CITY BREWING: S&P Lowers ICR To 'SD' on Distressed Debt Exchange CLEARSIGN TECHNOLOGIES: Prices $9.3 Million Public Offering COMMSCOPE HOLDING: Appoints Jennifer Crawford as Senior VP, CAO CORRELATE ENERGY: Secures $800K Bridge Loan From Clearview Funding COSMOS HEALTH: Gets Nasdaq Notice on Late Filing of Form 10-K CREATIVE REALITIES: Records All-Time Revenue of $14.5M For Q4 2023 CYMA CLEANING: Unsecured Creditors to Split $1K in Plan DACO FIRE: Case Summary & 20 Largest Unsecured Creditors DELTA TOPCO: S&P Affirms 'B-' ICR on Proposed Debt Issuance DIGIPATH INC: Changes Name to Hypha Labs Inc. DIGITAL MEDIA: Clairvest Group, 3 Others Report Stakes DIOCESE OF ROCHESTER: Updates Abuse Claims Pay; Files Amended Plan DISTINCTIVE CORP: Case Summary & 14 Unsecured Creditors DRTMG LLC: James Coutinho Named Subchapter V Trustee DYCOM INDUSTRIES: Moody's Affirms 'Ba2' CFR, Outlook Stable ECOVYST CATALYST: Moody's Assigns 'B1' CFR, Outlook Stable FGI ACQUISITION: Moody's Upgrades CFR & Senior Secured Debt to B3 FOCUS UNIVERSAL: Hires Warren Wang as VP, Chief Strategy Officer FORD MOTOR: 6th Cir. Affirms Denial of Warranty Coverage in Boyle FRINJ COFFEE: Continued Operations to Fund Plan Payments FTX TRADING: Octopus Information Steps Down as Committee Member GAUCHO GROUP: Responds to Positive Economic Shifts in Argentina GENESIS GLOBAL: SOF International Out as Committee Member GHOST RECYCLING: Mark Politan Named Subchapter V Trustee GIST ENTITIES: Neema Varghese Named Subchapter V Trustee GREENIDGE GENERATION: Board Schedules Annual Meeting for June 18 GULF FINANCE: S&P Raises Senior Secured Loan Rating to 'B+' GULFPORT ENERGY: Moody's Raises CFR to B1, Outlook Remains Stable HARRIS HAULING: Ciara Rogers Named Subchapter V Trustee HIGH LINER: S&P Upgrades ICR to 'B+' on Improved Credit Metrics HIGH WIRE: Reports $14.5 Million Net Loss in 2023 HUBBARD RADIO: Moody's Affirms Caa1 CFR & Alters Outlook to Stable JANUS INT'L: Moody's Hikes CFR to Ba3 & Alters Outlook to Positive K3B ENTERPRISES: U.S. Trustee Unable to Appoint Committee KAMAN CORP: S&P Withdraws 'B+' Issuer Credit Rating KOLOGIK LLC: Voluntary Chapter 11 Case Summary LIFESCAN GLOBAL: S&P Lowers ICR to 'CCC-' On Weakening Liquidity MARINUS PHARMACEUTICALS: Reports Preliminary Q1 2024 Results MASHINDUSTRIES INC: Case Summary & 20 Largest Unsecured Creditors META MATERIALS: Stockholders Reject Share Increase Proposal MIAMI JEWISH: Fitch Affirms 'BB+' LongTerm IDR, Outlook Negative MILLENKAMP CATTLE: May Access $8.5MM of Sandton DIP Loan MIOMNI SPORTS: Chapter 15 Case Summary MRC GLOBAL: Moody's Affirms 'B2' CFR & Alters Outlook to Positive NEVER SLIP: U.S. Trustee Unable to Appoint Committee NORTHERN DYNASTY: USACE Updates Pebble Permitting Process NUMBER HOLDINGS: U.S. Trustee Appoints Creditors' Committee OBERWEIS DAIRY: U.S. Trustee Appoints Creditors' Committee OIL STATES: Palisade Capital Holds 4.48% Stake as of April 11 OMNIQ CORP: Subsidiary Dangot Secures Major Kiosk Order OUTLOOK THERAPEUTICS: Syntone Entities Report 11.4% Stakes PERFECTOS CIGAR: U.S. Trustee Unable to Appoint Committee PERKY JERKY: Joli Lofstedt Appointed as Chapter 11 Trustee PHARMACARE US: Court Certifies Statewide Classes in Corbett Suit PHILIP TRIGIANI: Joseph Schwartz Named Subchapter V Trustee PHYSICIAN PARTNERS: Moody's Lowers CFR & First Lien Loans to Caa2 PLZ CORP: Moody's Affirms 'B3' Corp. Family Rating, Outlook Stable PRIDE OF CONNECTICUT: U.S. Trustee Unable to Appoint Committee QHT-US INC: Michael Thomson Named Subchapter V Trustee RANGE RESOURCES: Moody's Affirms Ba2 CFR, Outlook Remains Positive REKOR SYSTEMS: All Five Proposals Passed at Annual Meeting REYNOLDS CONSUMER: S&P Raises ICR to 'BB+' on Strong Profit Growth RIBBON COMMUNICATIONS: Moody's Assigns 'B2' CFR, Outlook Stable SALLY HOLDINGS: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable SNAP ONE: S&P Places 'B' Issuer Credit Rating on Watch Positive SPIRIT AIRLINES: Investor Update Shows $1.2B Q1 2024 Liquidity SSG LLC: Claims to be Paid From Continued Operations STARK ENERGY: Case Summary & 20 Largest Unsecured Creditors SYLVAMO CORP: S&P Alters Outlook to Positive, Affirms 'BB' ICR TALPHERA INC: Board Schedules Annual Meeting for June 24 TLG CAPITAL: Christopher Hayes Named Subchapter V Trustee TMC BUYER: Moody's Affirms 'B2' CFR, Outlook Stable TOPAZ SOLAR: Fitch Alters Outlook on $1.1BB Secured Notes to Pos. TRILOGY METALS: Provides Update on Ambler Access Project TRIMONT ENERGY: Plan Contemplates Two Scenarios TUPPERWARE BRANDS: Receives NYSE Notice of Late 10-K Filing UNITED FP: Moody's Affirms 'Caa2' CFR, Outlook Remains Negative UNIVERSAL SEATING: Jerrett McConnell Named Subchapter V Trustee UPHEALTH INC: Starts Repurchase Offers After Cloudbreak Sale VIEWBIX INC: Says Recent Developments Impacting Business Operations WATERBRIDGE NDB: Moody's Assigns First Time B2 Corp. Family Rating WATERBRIDGE NDB: S&P Assigns 'B' ICR, Outlook Stable WMG ACQUISITION: Moody's Alters Outlook on 'Ba2' CFR to Positive [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* A.R.D. MARKETING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: A.R.D. Marketing, Inc. d/b/a Auto X Marketing d/b/a Auto X 2120 Foothill Boulevard Suite 212 La Verne, CA 91750 Business Description: A.R.D. Marketing is a wholesale agency direct mail printer that works with the financial services industry, which includes Automotive, Consumer Lending, Business Funding, and Mortgage Lending. Chapter 11 Petition Date: April 23, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-13156 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Craig G. Margulies, Esq. MARGULIES FAITH LLP 16030 Ventura Blvd., Suite 470 Encino, CA 91436 Tel: (818) 705-2777 Fax: (818) 705-3777 Email: Craig@MarguliesFaithLaw.com Total Assets: $1,253,221 Total Liabilities: $5,548,143 The petition was signed by Greg A. Peplin as CEO. 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/OP5VPAQ/ARD_Marketing_Inc__cacbke-24-13156__0001.0.pdf?mcid=tGE4TAMA A.W. BROWN:S&P Places 'B+' Revenue Bond Rating on Watch Developing ------------------------------------------------------------------ S&P Global Ratings placed its 'B+' underlying rating on Arlington Higher Education Finance Corp., Texas' series 2016 and 2017 education revenue bonds, issued for A.W. Brown Leadership Academy (A.W. Brown), on CreditWatch with developing implications. "The CreditWatch placement placement follows A.W. Brown's announcement that the school will surrender its charter to the state authorizer (the Texas Educational Agency) and stop operating under its current organizational structure by June 2024 and the school's entered agreement with IDEA Public Schools to purchase A.W Brown's facilities, including addressing the school's bond debt outstanding and long-term leases" said S&P Global Ratings credit analyst David Holmes. ABERCROMBIE & FITCH: S&P Upgrades ICR to 'BB', Outlook Stable ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on New Albany, Ohio-based specialty apparel retailer Abercrombie & Fitch Co. (ANF) to 'BB' from 'BB-'. At the same time, S&P raised its issue-level ratings on the company's senior secured notes to 'BB+' from 'BB'. The stable outlook reflects S&P's expectation for ANF to maintain operating performance consistency and a conservative financial policy going forward. The upgrade reflects Abercrombie & Fitch Co.'s (ANF) revenue increase and higher operating margins despite the challenging macroeconomic backdrop. The company's overall revenue expanded 16% in 2023 due to higher average unit retail (AUR) expansion and customer traffic, which was ahead of our expectations. At the same time, S&P Global Ratings-adjusted EBITDA grew to $921 million in 2023 from $516 million in 2022, and the company generated $496 million in reported free operating cash flow (FOCF) in 2023. While many mall-based retailers are struggling to revive positive sales, S&P expects revenue expansion will continue this year as ANF's main brands continue to resonate with customers. The Hollister brand, which has fallen behind in the past, responded to the company's transformation initiatives implemented in 2022 with sales increasing 6% in 2023 compared to a 9% decline in the previous year. At the same time, the Abercrombie & Fitch brand maintained strong growth momentum and ended last year with comparable sales growth of 23%. The strong demand for the company's products reflects the repositioning of its main brands, new assortment that includes activewear and wedding dresses, new in-store experiences and enhanced marketing spending. S&P said, "We forecast ANF's will continue to grow across both brands, with revenue expanding about 6% this year largely based on the company's ability to attract and retain new customers. We expect revenue growth will moderate to about 4% in 2025." S&P said, "We expect the company will sustain its operating performance as it focuses on profitable growth. Adjusted operating margin increased to 13.6% in 2023 with support from higher AUR and lower international freight and raw material costs. We expect recent disruption in the Red Sea will impair the company's European, Middle Eastern, and African (EMEA) operations and offset further international freight gains. "Nevertheless, we anticipate disciplined inventory management to persist, resulting in adjusted operating margin to further expand 70 basis points (bps) in 2024. We also expect a more efficient integration of the company's omnichannels, which resulted in store productivity per square foot increasing 18% since 2019. This will contribute to sustained operating performance going forward. We forecast adjusted operating margin will remain roughly the same in 2025. "We expect the company's conservative financial policy and elevated cash balance to support the ratings. S&P Global Ratings-adjusted leverage declined more than one turn to low-1x in 2023, largely due to higher operating margins. In addition, strong FOCF generation supported debt reduction of about $77 million and an increase of cash balance to $901 million. "We expect adjusted leverage will remain at low-1x over the next two years, which includes our base-case assumption that the company will refinance its $350 million senior secured notes due in 2025. We believe the company's significant credit metrics headroom and elevated cash balance provide it with financial flexibility to continue to implement its transformation plan, invest in its business, and pursuit growth opportunities. "The stable outlook reflects our expectation for ANF to maintain consistent operating performance, which includes revenue expansion, margin stability, and leverage below 2x." S&P could lower its ratings on ANF if: -- The company is unable to sustain operating performance at either of its two main brands, resulting in revenue and profitability contracting below S&P's forecast; or -- The company shifts to a less conservative financial policy with large share repurchases, dividend payments, or debt-funded acquisitions. S&P could raise its ratings on ANF if: -- The company expands its business position and overall reach of its brands in conjunction with consistent adjusted EBITDA growth and healthy inventory levels; -- The company minimizes operating margin and credit metric volatility; and -- S&P expects the company to maintain its conservative financial policy, supporting adjusted leverage below 2x on a sustained basis. ESG credit factors are neutral to S&P's credit rating analysis of ANF. ACORDA THERAPEUTICS: Prime Vigilance Out as Committee Member ------------------------------------------------------------ The U.S. Trustee for Region 2 disclosed in a notice that as of April 18, these creditors are the remaining members of the official committee of unsecured creditors in the Chapter 11 cases of Acorda Therapeutics, Inc. and its affiliates: 1. Research Catalyst, LLC P.O. Box 631131 Highlands Ranch, CO 80163 Attention: Melissa Overbaugh, Director Telephone: (314) 221-4505 2. Catalent Massachusetts LLC 14 Schoolhouse Road Somerset, NJ 08873 Attention: Shaun P. Tooker Telephone: (732) 537-615 Prime Vigilance Ltd. was previously identified as member of the creditors committee. Its name no longer appears in the new notice. About Acorda Therapeutics Acorda Therapeutics Inc. is a biopharmaceutical company that has developed breakthrough products, therapies, and biotechnology to restore function and improve the lives of people with neurological disorders. INBRIJA is approved for intermittent treatment of OFF episodes in adults with Parkinson's disease treated with carbidopa/levodopa. Acorda Therapeutics Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 24-22284) on April 1, 2024. In the petition signed by Michael A. Gesser, as chief financial officer, the Debtor disclosed total assets as of Dec. 31, 2023, of $108,525,000 and total debt as of Dec. 31, 2023, of $266,204,000. The Honorable Bankruptcy Judge David S. Jones handles the case. Acorda is being advised by Baker McKenzie as legal counsel, Ernst & Young as financial advisor, and Ducera Partners and Leerink Partners as the investment bankers. Kroll Restructuring Administration is the claims agent. Merz is being advised by Freshfields Bruckhaus Deringer US LLP as legal counsel, Morgan Stanley as investment banker, and Deloitte as financial and tax advisors. Senior Convertible Noteholders are being advised by King & Spalding as legal counsel and Perella Weinberg Partners as investment banker. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. AETIUS COMPANIES: Continued Operations to Fund Plan --------------------------------------------------- Aetius Companies, LLC, and its affiliates filed with the U.S. Bankruptcy Court for the Western District of North Carolina a Joint Disclosure Statement describing Joint Plan of Reorganization dated April 15, 2024. The Petition Debtor is a Delaware limited liability company, which was created on November 16, 2011. The Petition Debtor is owned by Aetius Holdings, LLC, Wings Over America, Inc., and Wings Over America Franchising, Inc. As an enterprise, the Debtors operate 4 corporate-operated and manage 17 franchise "Wild Wing Cafe" restaurants across six states in the Southeast (the "Restaurants"). Wild Wing Cafe is a sports themed concept with live, local/regional entertainment. Known as the destination for "hot wings, cold beer and good times," Wild Wing Cafe offers consumers a broad selection of fresh, made-to order food items, including its 33 signature wing flavors and a wide range of beverages. The Debtors lease the real property sites for the four Restaurants. While the Debtors had made meaningful progress regarding its operational plan to address the unprecedented historic challenges stemming from the pandemic and had begun experiencing good trends, the Debtors were unable to restructure the senior debt facility with HomeTrust Bank despite numerous good faith efforts. The Debtors therefore determined that Chapter 11 filing was necessary to avoid further actions by HomeTrust or other creditors that would threaten the Debtors' continued operations and to provide the Debtors the opportunity to address the claims and interests of all their stakeholders through a uniform process. The Plan provides that the Petition Debtor and Affiliated Debtors will continue to operate their business as Reorganized Petition Debtor and Affiliated Debtors, respectively, and Mark Cote, the current Chief Executive Officer for the enterprise, will continue in that position for the Reorganized Debtors. The Debtors will assume the non-residential real property leases, as may be modified, for the four stores that remain open and will also assume any executory contracts that are necessary for the continued operation of the Reorganized Debtor and Reorganized Affiliate Debtors. The Debtors will pay any arrearages or other costs required by the Bankruptcy Code to assume and/or take assignment such leases and those executory contracts necessary for the Reorganized Debtor's and Affiliated Debtors' post-confirmation operations (the "Cure Amounts") on the Effective Date, except as otherwise agreed by the Debtors and the counterparty to such contract. The Plan provides for payment in full of all Allowed Administrative Claims on or shortly after the Effective Date of the Plan from funds generated by The Debtors’ operations. The Plan proposes for payment of priority tax claims in full as outlined in the Plan. The Plan further provides for partial payments to secured creditors and unsecured creditors as outlined in the Plan. Additionally, all equity in the Aetius Companies, LLC will vest in Axum in full satisfaction of any prepetition loans or other amounts provided by Axum or its affiliates to the Debtors, as well as any additional capital contributions made by Axum on or before the Effective Date. Class 3 consists of all Allowed General Unsecured Trade Claims, which are trade vendors that provided goods or services to the Debtor prior to the Petition Date, including without limitation any Unsecured Claims i) arising as a result of the rejection of an executory contract and/or unexpired lease and ii) asserted by a taxing entity. Allowed General Unsecured Trade Claims do not include any unsecured deficiency claim of First Lien Creditor or any unsecured tax claim, which are provided for in separate classes. In full satisfaction of Allowed Class 3 General Unsecured Trade Claims, the Reorganized Debtors will pay from operations Each holder of an Allowed Class 3 General Unsecured Trade Claim will be entitled to receive a minimum amount equal to 20% of such holder's Allowed General Unsecured Trade Claim from the operations of the Reorganized Debtor and Reorganized Affiliated Debtors. Payments shall be made quarterly beginning sixty-days after the Effective Date ("Initial Trade Creditor Payment Date"). The full amount of the Unsecured Creditor Distribution due to holders of Allowed General Unsecured Trade Claims will be paid over a 5-year period after the Effective Date based on the following schedule: * For year 1 and 2, each holder of an Allowed Class 3 Unsecured Trade Claim shall receive its pro rata share of 10% of the Unsecured Creditor Distribution. * For year 3, each holder of an Allowed Class 3 Unsecured Trade Claim shall receive its pro rata share of 15% of the Unsecured Creditor Distribution. * For year 4, each holder of an Allowed Class 3 Unsecured Trade Claim shall receive its pro rate share of 20% of the Unsecured Creditor Distribution. * On the fifth anniversary of the Initial Trade Creditor Payment Date, each holder of an Allowed Class 3 Unsecured Trade Claim shall receive the remainder of its Unsecured Creditor Distribution on account of its Allowed Class 3 Unsecured Trade Claim. In addition to receiving 20% of all its allowed claims, each holder of an Allowed Class 3 General Unsecured Trade Claim will receive a pro rata share equal to 10% of Excess EBITDA. The determination of Excess EBITDA shall be determined on a calendar year basis after the completion of the company audited financials. Each holder of an Allowed Class 3 General Unsecured Claim shall also receive a pro rata share of any distributions to holders of Allowed General Unsecured Trade Claims from the Liquidating Trust. The timing of any such distribution shall be made in the discretion of the Liquidating Trust. At any time prior to the fifth anniversary, the Reorganized Debtor can elect to settle all Allowed Class 3 General Unsecured Trade Claim based on the following schedule: * For year 1 and 2, each holder of an Allowed Class 3 Unsecured Trade Claim shall receive 20% of its claim; * For year 3 and 4, each holder of an Allowed Class 3 Unsecured Trade Claim shall receive 25% of its claim; * For year 5, each holder of an Allowed Class 3 Unsecured Trade Claim shall receive 30% of its claim. The Debtors estimate that Allowed Class 3 Unsecured Trade Claims shall receive at least 20% of the total amount of Allowed Claims, though such recovery may be greater under the Plan. Class 5 consists of the following unsecured claims held by Axum Capital Partners Fund I, L.P. and its affiliates and any of its designated entities: * Prior to the Petition Date, Axum made certain unsecured loans to the Plan Debtor as evidenced by that Promissory Note dated January, 19 2023 (the "Axum Loan"). As of the date hereof, the balance due under the Axum Loan is in the approximate amount of $2,800,000.00. * After the Petition Date, Axum made certain equity contributions to the Debtor that were used by the Debtor in operations. As of the date hereof, the total amount of the capital contribution was approximately $175,000.00. * Prior to the Petition Date, Axum and the Debtor were parties to a certain Management Agreement dated as of November 17, 2011. As of the date hereof, the Debtor owes Axum approximately $1,100,000.00 in management fees under that agreement. The Class 5 Claims of Axum will be satisfied in full by the issuance of 100% of the membership interests in the Reorganized Debtor to Axum Capital Partners I, L.P., or its designee, and all obligations owed on the Class 6 Claims will be extinguished. Class 6 consists of 100% Membership Interests in the Aetius Companies, LLC held by Aetius Holdings, LLC. The Membership Interests in Aetius Companies, LLC shall be fulling extinguished under the Plan and the holder(s) of the Petition Debtor’s pre petition Equity Interests will not receive or retain any property under the Plan on account of those pre-petition Equity Security Interests. The Debtors anticipate that all Allowed Administrative Claims will be paid in full from funds generated from the Debtors' post petition operations. The Debtors project to be operationally solvent upon emerging from bankruptcy as the Reorganized Debtors. The Reorganized Debtors plan to continue operations following the confirmation of the Plan. Based on the projected financials of the Reorganized Debtors, the operations contemplated in this Section 4 will generate sufficient operating revenue to fund all payments required by the Reorganized Debtors under this Plan. A full-text copy of the Joint Disclosure Statement dated April 15, 2024, is available at https://urlcurt.com/u?l=cfhPqh from PacerMonitor.com at no charge. Counsel for the Debtors: Robert A. Cox, Jr., Esq. Matthew A. Winer, Esq. HAMILTON STEPHENS STEELE + MARTIN, PLLC 525 North Tryon Street, Suite 1400 Charlotte, NC 28202 Tel: (704) 344-1117 Email: rcox@lawhssm.com About Aetius Companies Aetius Companies, LLC, and affiliates operate a restaurant chain. Aetius Companies and its affiliates sought protection under Chapter 11 of the 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, is the Debtor's legal counsel. Judge 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. Brinkman Law Group, P.C., is the Committee's counsel, and Cole Hayes, is local counsel. AIRSPAN NETWORK: $53MM DIP Loan from DBFIP Has Final Court OK ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Airspan Networks Holdings Inc. and its debtor-affiliates to use cash collateral and obtain postpetition financing, on a final basis. Airspan Networks Inc. is permitted to receive postpetition financing under a Senior Secured Superpriority Debtor-in-Possession Term Loan Credit Agreement from a consortium of lenders, agented by DBFIP ANI LLC, in an aggregate principal amount not to exceed $53.9 million. The DIP Facility consists of: i. a new money superpriority senior secured delayed draw term loan in the aggregate principal amount of $16.5 million, of which $7.5 million will be immediately available upon entry of the Interim Order in accordance with the terms and conditions set forth in the DIP Credit Agreement; and ii. a superpriority term loan facility in an aggregate principal amount of $37.4 million, which -- concurrently with the initial funding of the DIP New Money Commitments -- was deemed funded in an equal amount of, and deemed substituted and exchanged with, Senior Secured Term Loans, which were deemed converted into and exchanged for, the Roll-Up Loans in accordance with the terms and conditions set forth in the DIP Credit Agreement and the other DIP Documents. The DIP facility is due and payable on the earlier of: (i) the Stated Maturity Date of October __, 2024; (ii) the consummation (as defined in 11 U.S.C. section 1101(2)) of any plan of reorganization under the Chapter 11 Cases, including pursuant to a Chapter 11 Plan that has been confirmed by the Confirmation Order; (iii) the consummation of a sale or other disposition of all or substantially all assets of the Debtors, taken as a whole, under 11 U.S.C. section 363; and (iv) the date of acceleration of the Term Loans and the termination of unused Commitments with respect to the DIP Term Facility in accordance with the terms of the Agreement. The Debtors are required to comply with these milestones: 1. On March 31, 2024, the Petition Date must have occurred and solicitation of the Chapter 11 Plan and a disclosure statement in respect thereof, each in form and substance satisfactory to the Requisite Lenders, must have been commenced prior to filing of the Chapter 11 Cases. 2. On April 1, the Company must have filed a (i) motion seeking the scheduling of a combined hearing for approval of the Chapter 11 Plan and a disclosure statement in respect thereof (each in form and substance satisfactory to the Requisite Lenders) and (ii) motion seeking entry of the Interim Order (in form and substance satisfactory to the Requisite Lenders) with the U.S. Bankruptcy Court.1 3. On April 3, the U.S. Bankruptcy Court must have entered the Interim Order in form and substance satisfactory to the Requisite Lenders. 4. On April 25, the U.S. Bankruptcy Court must have entered the Final Order in form and substance satisfactory to the Requisite Lenders. 5. On May 15, the U.S. Bankruptcy Court must have entered the Confirmation Order in form and substance satisfactory to the Requisite Lenders. 6. On May 30, the Plan Effective Date must have occurred. 7. On the Closing Date and thereafter, no later than 5 p.m. (New York City time) on Friday of every calendar week, the Borrower must deliver to the Administrative Agent (i) a 13-week rolling cash flow forecast for Holdings and its Subsidiaries including a forecast of expenditures for the upcoming 13-week period, which must be acceptable to the Administrative Agent and reflect the Borrower's good faith projection of all weekly cash receipts and disbursements in connection with the operation of its business for the 13-week period beginning on such date of delivery; and (ii) a report certified by a Responsible Officer of the Borrower detailing the variances for the immediately preceding weekly period (as compared to the prior cash flow forecast) of the actual operating cash of the Borrower and providing supporting detail as to any material variances. 8. No later than 5 p.m. (New York City time) on Friday of every calendar week, commencing with the Friday in the first full calendar week following the Closing Date, the Borrower must deliver a report certified by a Responsible Officer of the Borrower in a form satisfactory to the Administrative Agent detailing the variances for the immediately preceding two weeks (as compared to the prior cash flow forecast) of the net cash flow of the Borrower and providing supporting detail as to any material variances. The Debtors have an immediate and critical need to obtain the DIP Financing and use the Prepetition Collateral to, among other things (a) permit the orderly continuation of the operation of their business, (b) maintain business relationships with vendors, suppliers and customers, including governmental entities, (c) make payroll, (d) make capital expenditures, (e) satisfy other working capital and operational needs, and (f) fund expenses of the Chapter 11 Cases. Pursuant to the Senior Secured Credit Agreement, dated December 30, 2020 and agented by Pacific Western Bank, the successor in interest by merger to Square 1 Bank, the Prepetition Term Loan Lenders have extended the Prepetition Senior Secured Term Loans for the benefit of the Debtors. Airspan and its affiliates owed not less than $102.2 million under the Prepetition Senior Secured Term Loans, including delayed draw bridge term loans in the aggregate principal amount of $37.4 million. Pursuant to the senior secured convertible note purchase agreement and guarantee agreement for the 10.000% senior secured convertible notes due December 30, 2024, dated as of July 30, 2021, Airspan and its affiliates are indebted to the Prepetition Convertible Noteholders in the aggregate principal amount as of the Petition Date of not less than $44.66 million. As adequate protection, the Prepetition Agent, for itself and for the benefit of the other Prepetition Secured Parties, is granted a valid, perfected replacement security interest in and lien upon all of the DIP Collateral. The Prepetition Secured Parties are also granted, subject to a Carve Out, an allowed superpriority administrative expense claim in each of the Chapter 11 Cases as provided for in 11 U.S.C. section 507(b). The Debtors will continue to maintain and insure the Prepetition Collateral and DIP Collateral in amounts and for the risks, and by the entities, as required under the Prepetition Secured Debt Documents and the DIP Documents. A copy of the order is available at https://urlcurt.com/u?l=14YUKN from PacerMonitor.com. About Airspan Networks Airspan Networks Holdings Inc. is a U.S.-based provider of groundbreaking, disruptive software and hardware for 5G Networks, and a pioneer in end-to-end Open RAN solutions that provide interoperability with other vendors. As a result of innovative technology and significant R&D investments to build and expand 5G solutions, Airspan believes it is well-positioned with 5G indoor and outdoor, Open RAN, private networks for enterprise customers and industrial use applications, fixed wireless access (FWA), Air-To-Ground, Neutral Host Networks and Utilities solutions to help mobile network operators of all sizes deploy their networks of the future, today. With over one million cells shipped to 1,000 customers in more than 100 countries, Airspan has global scale. On the Web: http://www.airspan.com/ Airspan Networks sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10621) on March 31, 2024. In the petition filed by Glenn Laxdal, as president and chief executive officer, the Debtor reports total assets as of Sept. 30, 2023 amounting to $58,965,000 and total debts as of Sept. 30, 2023 of $176,745,000. The Honorable Bankruptcy Judge Thomas M. Horan oversees the case. Dorsey & Whitney LLP is serving as legal counsel to Airspan. VRS Restructuring Services, LLC is serving as Airspan's financial advisor and Intrepid Investment Bankers LLC is serving as Airspan's investment banker. Epiq is the claims agent. ALPINE 4 HOLDINGS: Gets Additional Nasdaq Notice of Noncompliance ----------------------------------------------------------------- Alpine 4 Holdings announced receipt of a notice from The Nasdaq Stock Market LLC indicating that, as a result of not having filed in a timely manner the Company's 2023 Annual Report on Form 10-K with the SEC, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC. The April Notice stated that previously, the Nasdaq Staff had granted the Company an exception until May 13, 2024, to file its delinquent Form 10-Q for the period ended Sept. 30, 2023. As a result, any additional Staff exception to allow the Company to regain compliance with all delinquent filings, will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or May 13, 2023. As a result of this additional delinquency, the Company must submit an update to its original plan to regain compliance with respect to the filing requirement. The Company is required to submit its plan to Nasdaq to outline the Company's plans to file the Form 10-K for the period ending Dec. 31, 2023, and indicate the progress the Company has made towards implementing the plan submitted in connection with the Initial Delinquent Filing. The Company currently plans to file both the Form 10-Q and the 2023 10-K as soon as practicable and to submit a plan to Nasdaq detailing the Company's plan to regain compliance with the Listing Rule. There is no assurance that the Company will be able to file the Form 10-Q or the Form 10-K by any particular date or that Nasdaq will accept any plan that the Company may submit. The April Notice has no immediate impact on the listing of the Company's Common Stock, which will continue to be listed and traded on The Nasdaq Capital Market under the symbol "ALPP," subject to the Company's compliance with the requirements outlined above. About Alpine 4 Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a Nasdaq traded Holding Company (trading symbol: ALPP) that acquires business, wholly, that fit under one of several portfolios: Aerospace, Defense Services, Technology, Manufacturing or Construction Services as either a Driver, Stabilizer or Facilitator from Alpine 4's disruptive DSF business model. Alpine 4 Holdings reported a net loss of $12.87 million for the year ended Dec. 31, 2022, compared to a net loss of $19.48 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $145.63 million in total assets, $75.64 million in total liabilities, and $69.99 million in total stockholders' equity. Phoenix, Arizona-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 5, 2023, citing that the Company has suffered recurring losses from operations and recurring negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2023, the Company had positive working capital of $1.6 million, which was a decrease of $14 million compared to Dec. 31, 2022. The Company has bank financing totaling $35 million ($35 million in lines of credit including $0.5 million in capital expenditures lines of credit availability) of which $4.4 million was available and unused as of June 30, 2023. There are three lines of credit that are set to mature during the next 12 months. These three lines of credit total $13.7 million, of which $8.7 million was used as of June 30, 2023, and are shown as a current liability on the consolidated balance sheet. According to the Company, these factors raise substantial doubt about its ability to continue as a going concern. ANTERO RESOURCES: Moody's Affirms Ba1 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings affirmed Antero Resources Corporation's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and Ba2 senior unsecured notes rating. The Speculative Grade Liquidity rating was upgraded to SGL-1 from SGL-2. The rating outlook remains stable. "The affirmation reflects Moody's expectation that Antero should be able to successfully navigate the current natural gas price downturn by leveraging its improved capital efficiency and growing liquids production," commented Sajjad Alam, a Moody's Vice President. "Antero plans to hold production flat in 2024 while reducing drilling and completion spending by 26%, and is looking to continue allocating significant capital towards its liquids-rich areas." RATINGS RATIONALE The Ba1 CFR is underpinned by Antero's low and declining debt balance; recalibrated capital spending program that can sustain production with lower levels of investments; and improved free cash flow generation ability, all of which should provide greater flexibility in managing volatile commodity prices. The CFR also reflects Antero's large scale natural gas production platform and reserve base in Appalachia, growing exposure to natural gas liquids (over 35% of total production) that boosts unit margins, ability to sell gas in higher value markets through a diversified portfolio of firm-transportation (FT) contacts, and the value embedded in its ownership interest in Antero Midstream Partners LP (Ba2 stable), which had a market capitalization of $6.5 billion in mid-April 2024. Antero's key credit risks are its singular geographic concentration in Appalachia, shale focused operations that require significant recurring investments, exposure to volatile energy prices, and high midstream costs relative to other Appalachian gas producers because of its substantial FT costs and processing fees. The credit profile also takes into account Antero Midstream's substantial debt, which Moody's consolidate in Antero's financial metrics. Although Antero owns 29% of AM, the two companies are highly integrated and Antero's management has significant influence over AM's operational and financial decisions. Antero should have very good liquidity through 2025 despite the projected weakness in natural gas prices through most of 2024. Reduced capital expenditures and increased liquids production will help largely offset the effects of very low gas prices. Antero had $692 million in available borrowing capacity as of December 31, 2023 under its $1.61 billion committed revolver. The revolver has a $3.5 billion borrowing base and will expire the earlier of: (i) October 26, 2026, and (ii) the date that is 180 days prior to the earliest stated redemption of any series of Antero's senior notes, unless such series of notes is refinanced. Antero has minimal refinancing risk with only a $97 million bond maturity in July 2026. The company will look to repay its revolver borrowings and the 2026 notes in the coming quarters. Given the limited near term free cash flow prospects, Antero is unlikely to execute any share repurchases in 2024 under its $2 billion authorized share repurchase program, which had $1.05 billion in remaining buyback capacity as of December 31, 2023. Antero's senior unsecured notes are rated Ba2 and notched below the Ba1 CFR because of the significant size of the secured credit facility, which has a first-lien priority claim to substantially all of Antero's assets. The unsecured notes have upstream guarantees from substantially all of Antero's E&P subsidiaries that also guarantee the secured revolving credit facility. The stable rating outlook reflects Antero's very good liquidity and declining debt balance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade could be considered if Antero can demonstrate that it can operate with lower debt and capex levels over a period of time, generate consistent free cash flow and balance its debtholders' interest against potentially higher future shareholder distributions. The company will also need to sustain a retained cash flow to debt ratio above 50% on a consolidated basis (for Antero Midstream) while maintaining the leveraged full-cycle ratio above 2x to be considered for an upgrade. Antero's ratings could come under pressure if the consolidated retained cash flow to debt ratio approaches 30%, the LFCR falls below 1.5x, or the company generates negative free cash flow. Antero Resources Corporation is a leading natural gas and natural gas liquids producer in the Marcellus and Utica Shales in West Virginia, Ohio and Pennsylvania. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. APPLIED DNA: Stockholders Approve Warrants Amendments ----------------------------------------------------- Applied DNA Sciences, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that it held a special meeting of stockholders, at which the stockholders' approved the Company entering into the Warrant Amendments. On April 16, 2024, the Company entered into amendments to certain outstanding warrants to purchase shares of the Company's common stock, par value $0.001 per share with certain holders of an aggregate of 3,113,213 Warrants comprised of (i) 2,655,400 Warrants held directly by certain Holders and (ii) 457,813 Warrants held in book-entry form with the Company's transfer agent. The Book-Entry Warrant Amendment was entered into by the Holders of the required number of Warrants for an amendment of such warrants. Pursuant to the Warrant Amendments, the Holders agreed to reduce the exercise price of the Warrants, which were previously issued to the Holders with exercise prices ranging from $1.29 to $4.00 per warrant, to $0.609 per Warrant. The Company also agreed to extend the expiration date for the Warrants to Aug.t 9, 2028. About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a biotechnology company developing technologies to produce and detect deoxyribonucleic acid ("DNA"). Using the polymerase chain reaction ("PCR") to enable both the production and detection of DNA, the Company operates in three primary business markets: (i) the manufacture of synthetic DNA for use in nucleic acid-based therapeutics; (ii) the detection of DNA in molecular diagnostics testing services; and (iii) the manufacture and detection of DNA for industrial supply chain security services. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 7, 2023, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company has recurring net losses. The Company incurred a net loss of $1,130,281 and generated negative operating cash flow of $3,757,679 for the three-month period ended Dec. 31, 2023. At Dec. 31, 2023, the Company had cash and cash equivalents of $3,359,045. The Company said these factors raise substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of these financial statements. AQUABOUNTY TECHNOLOGIES: Signs $10M Loan Agreement With JMB Capital ------------------------------------------------------------------- AquaBounty Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 18, 2024, the Company, AquaBounty Farms, Inc. (the "Parent"), which is a subsidiary of the Company, AquaBounty Farms Indiana LLC, a subsidiary of the Parent, and AquaBounty Farms Ohio LLC, a subsidiary of the Parent, entered into a Loan and Security agreement with JMB Capital Partners Lending, LLC to fund working capital of the Borrowers through a secured term loan of up to $10 million that matures on July 31, 2024 or, if earlier, upon the sale of certain collateral or upon an Event of Default. $5 million of the Loan was advanced to the Borrowers on the Closing Date, and an additional $5 million will be advanced to the Borrowers upon the satisfaction of certain conditions set out in the Loan Agreement. Of the Initial Loan, approximately $2,843,000 will be used by the Lender to purchase the Loan and Security Agreement, dated as of July 31, 2020, between AQBI and First Farmers Bank & Trust. The Lender shall release cash collateral held by First Farmers in an amount of $1,000,000 upon purchasing the First Farmers Loan Agreement. The Loan bears interest at a rate of 15% on its outstanding principal balance and is subject to a commitment fee equal to 5% of the Lender's Commitment, payable on the Closing Date, and an exit fee equal to 8% of the Lender's Commitment, payable upon the earlier of the payment of all or any portion of the principal amount of the Loan or upon the Stated Maturity Date. As mortgagee of ABFI's farm in Albany, Indiana, First Farmers shall assign the Mortgage, Assignment of Rents and Leases, Security Agreement, Fixture Filing and Financing Statement in favor of the Lender in regard to the Albany Farm to secure the Borrowers' obligations under the Loan Agreement and the First Farmers Loan Agreement. In addition the Company shall grant a new mortgage to Lender in regard to the Albany Farm to secure Borrowers' obligations under the Loan Agreement. As the owner of a farm in Pioneer, Ohio, ABFO shall grant an Open-Ended Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing in favor of the Lender in regard to the Pioneer Farm to secure the Borrowers' obligations under the Loan Agreement. The Loan Agreement grants a first security interest in all present and after-acquired assets of the Borrowers, subject to certain exclusions set forth in the Loan Agreement, the Indiana Mortgage grants a first security interest in the buildings and land comprising of the Albany Farm, and the Ohio Mortgage grants a first security interest in the buildings and land comprising of the Pioneer Farm. The Loan Agreement contains customary representations, warranties, and affirmative and negative covenants. A full-text copy of the Loan and Security Agreement is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1603978/000160397824000028/aqb-20240418x8k.htm About AquaBounty Headquartered in Maynard, Mass., AquaBounty Technologies, Inc. (NASDAQ: AQB) -- www.aquabounty.com -- is a land-based sustainable aquaculture company that provides fresh Atlantic salmon to nearby markets by raising its fish in carefully monitored land-based fish farms through a safe, secure and sustainable process. The Company's land-based Recirculating Aquaculture System ("RAS") farms, including a grow-out farm located in Indiana, United States and a broodstock and egg production farm located on Prince Edward Island, Canada, are close to key consumption markets and are designed to prevent disease and to include multiple levels of fish containment to protect wild fish populations. AquaBounty is raising nutritious salmon that is free of antibiotics and contaminants and provides a solution resulting in a reduced carbon footprint and no risk of pollution to marine ecosystems as compared to traditional sea-cage farming. Baltimore, Maryland-based Deloitte & Touche LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has incurred cumulative operating losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ASCENT RESOURCES: Fitch Hikes LongTerm IDR to B+, Outlook Positive ------------------------------------------------------------------ Fitch Ratings has upgraded Ascent Resources Utica Holdings, LLC's (Ascent) Long-Term Issuer Default Rating (IDR) to 'B+' from 'B', its secured revolver to 'BB+'/'RR1' from 'BB'/'RR1' and its unsecured rating to 'BB-'/'RR3' from 'B+'/'RR3'. The Rating Outlook is Positive. Ascent's rating reflects expectations of positive FCF over the rating horizon, debt reduction, moderate leverage, above-average production scale and strong hedge book. These factors are offset by fairly high revolver utilization and relatively high firm transportation costs, which results in netbacks slightly lower than that of its peers. Fitch believes Ascent will maintain access to debt capital markets and generate FCF to reduce refinancing risk, although acknowledges that natural gas prices are volatile and debt capital markets can be challenging at times. The Positive Outlook is driven by Fitch's expectation that the company will use FCF to reduce revolver borrowings and total debt over the next 12-24 months. KEY RATING DRIVERS Consistent FCF Generation: Ascent's consistent trend of positive FCF generation is a credit positive. It generated $61 million of FCF in 2023, according to Fitch calculations. Ascent is expected to maintain production in the 2.0-2.2 billion cubic feet equivalent per day (bcfe/d) range, which should allow for positive FCF at Fitch's base case prices. Further FCF growth could be realized by lower firm transportation costs, continued drilling and completion efficiencies. Fitch expects FCF to be used for debt repayment and shareholder distributions. Improved Capital Structure and Maturity Schedule: The repayment of the 2nd Lien notes in 2023 and the extension of the revolver to 2027 improved the capital structure and maturity schedule. The repayment was achieved in part with revolver borrowings, the repayment of which was delayed by the weaker natural gas pricing and FCF in 2023. Fitch expects more substantial FCF in 2024 through 2026 allowing for substantial repayment of revolver borrowings. Fitch expects Ascent to address the 2026 maturity in a timely manner. Scale and Operating Profile: Ascent's reserve base and production scale are credit positives. Across both of these metrics, Ascent is meaningfully larger than other 'B' category peers. The company's ability to maintain production while spending below CFO further supports the credit quality. Fitch believes that the company's scale and consistent ability to generate positive FCF differentiates it relative to other 'B' category peers. Netbacks Curtailed: Ascent generates strong realized pricing compared with its peers, but this is offset by higher operating costs due to high firm transportation costs. Although firm transportation costs are relatively high, Fitch believes the risk of Ascent being exposed to production mismatches is very low as the volumetric commitments are well below production levels. The various contracts expire over time until 2032; therefore, Fitch does not expect material savings in the near term. Protective Hedging Program: Ascent's strong and consistent hedging policy protects the company's cashflow. The company has hedged greater than 70% of expected gas production for both the remainder of 2024 and entirety of 2025 at $3.54/thousand cubic foot of gas (mcf) and $3.82/mcf, respectively. Hedging extends as far as 2027 with about 50% of expected gas production hedged in 2026 at $3.73/mcf and about 5% of expected 2027 production hedged at $3.64/mcf. Fitch believes that the hedging program protects current capital spending and debt reduction plans given the pricing environment. While many peers have begun to deemphasize hedging, Ascent maintains a robust hedging program, which is a credit positive. DERIVATION SUMMARY Ascent's Fitch-calculated EBITDA leverage of 2.3x as of Dec. 31, 2023 is in line with other peer-rated entities. Ascent is a large natural gas producer within the 'B' rating category with 2023 production of 2,135 mmcfe/d, which is larger than all of its 'B' category peers. The nearest peer is Comstock (B+/Negative) at 1,438 mmcfe/d. Ascent is also larger than CNX Resources (BB+/Stable) at 1,535 mmcfe/d. Production is well below other 'BB' rated issuers including Chesapeake Energy (BB+/RWP) at 3,659 mmcfe/d and Southwestern Energy (BB+/RWP) at 4,573 mmcfe/d. Ascent generated Fitch-calculated unhedged, levered netbacks of $1.01/thousand cubic feet equivalent (mcfe) in 2023, which is below most of its peers and in line with Appalachian peers CNX and SWN. Ascent generates a relatively high realized price compared with its peers, but this is offset by higher firm transportation and interest costs. KEY ASSUMPTIONS - Henry Hub natural gas price of $2.50 per thousand cubic feet (mcf) in 2024, $3.00/mcf in 2025, $3/mcf in 2025 and $3.00/mcf in 2026 and $2.75/mcf thereafter; - West Texas Intermediate oil price of $75/barrel (bbl) in 2024, $65/bbl in 2025, $60/bbl in 2026 and 2027 and $57/bbl thereafter; - Production down 1% in 2024 and then flat over the forecast horizon; - Capex of $775 million to $900 million over the forecast horizon. - FCF is expected to address debt reduction; - Shareholder distributions of $200 million per year; - 2026 maturity is refinanced. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Significant FCF generation that is applied to debt repayment; - Mid-cycle EBITDA leverage sustained below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Weakening of commitment to stated financial policy, including the hedging program; - Sustained weaker FCF generation; - Mid-cycle EBITDA leverage sustained above 3.0x. LIQUIDITY AND DEBT STRUCTURE Ascent had cash on hand of $7 million as of Dec. 31, 2023, and $1,065 million of availability under its RBL after $765 million of borrowings and $169 million of letters of credit. The revolver matures on June 30, 2027. The facility has two financial maintenance covenants: a debt/EBITDA covenant in which the ratio cannot be more than 3.5x and a current ratio covenant in which the ratio cannot be less than 1.00. The company is incompliance with both covenants. The revolver maturity was extended from 2024 to 2027 with a springing maturity in August 2026 if there is $150 million or more outstanding on the 2026 unsecured notes at that time. The nearest maturity is now the $597 million maturity in 2026 and Fitch believes the company will maintain access to debt capital markets and will address the 2026 maturity in 2025. In addition, Fitch expects 2024 FCF to be used to repay revolver borrowings. ISSUER PROFILE Ascent is one of the largest producers of natural gas in the U.S. in terms of daily productions. It is focused on exploring for, developing, producing and operating natural gas and oil properties in the Utica Shale in the Appalachian Basin. 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 ----------- ------ -------- ----- Ascent Resources Utica Holdings, LLC LT IDR B+ Upgrade B senior secured LT BB+ Upgrade RR1 BB senior unsecured LT BB- Upgrade RR3 B+ AULT ALLIANCE: Howard Ash Resigns as Director --------------------------------------------- Ault Alliance, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on April 16, 2024, Howard Ash provided notice of his decision to resign from the Board of Directors of the Company, effective immediately. Mr. Ash's resignation was not the result of a disagreement between him and the Company on any matter relating to the Company's operations, policies, or practices. The Company wishes Mr. Ash all the best in his future endeavors, and thanks him for his contributions to the Company while a member of its board of directors and his service as the chairman of the audit committee of the Company's board of directors. About Ault Alliance Ault Alliance, Inc., through its wholly and majority-owned subsidiaries and strategic investments, owns and/or operates data centers at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries, and provide mission-critical products that support a diverse range of industries, including a metaverse platform, oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics and textiles. The Company's direct and indirect wholly owned subsidiaries include (i) Sentinum, Inc., (ii) Alliance Cloud Services, LLC, (iii) BNI Montana, LLC, (iv) Ault Capital Group, Inc., (v) Ault Lending, LLC, (vii) Ault Global Real Estate Equities, Inc., (viii) Ault Disruptive Technologies Company, LLC, which is the sponsor, Manager and the majority owner of Ault Disruptive Technologies Corporation, (ix) Eco Pack Technologies, Inc., which has a controlling interest in Eco Pack Technologies Limited, (x) Ault Aviation, LLC and (xi) Third Avenue Apartments, LLC. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AULT ALLIANCE: Required to Maintain Balance of $7MM Until May 15 ---------------------------------------------------------------- Ault Alliance, Inc. disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission that on April 15, 2024, the Company, along with its wholly owned subsidiaries Sentinum, Inc., Third Avenue Apartments LLC, Alliance Cloud Services, LLC, BNI Montana, LLC, Ault Lending, LLC, Ault Aviation, LLC, and Ault Global Real Estate Equities, Inc. (collectively with the Company, the "Guarantors") entered into the First Amendment Loan and Guaranty Agreement, with Ault & Company, Inc. (the "Purchaser"), JGB Capital, LP, JGB Partners, LP and JGB (Cayman) Buckeye Ltd. (collectively, the "Lenders"), and JGB Collateral LLC, as administrative agent and collateral agent for Lenders. The Amendment amends the Loan and Guaranty Agreement, pursuant to which the Purchaser borrowed $36 million and issued secured promissory notes to the Lenders in the aggregate amount of $38,918,919. As previously disclosed, pursuant to the Loan Agreement, the Company established a segregated deposit account, which would be used as a guarantee of repayment of the Notes. Pursuant to the Amendment, the date by which the Company is required to have the minimum balance in the Segregated Account be not less than $7 million was extended from April 15, 2024 to May 15, 2024. About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. The Company reported a net loss of $256.29 million for the year ended Dec. 31, 2023, compared to a net loss of $189.83 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $299.19 million in total assets, $240.29 million in total liabilities, $2.22 million in redeemable non-controlling interests in equity of subsidiaries, and $56.67 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AZALEA TOPCO: Moody's Affirms 'B3' CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings affirmed the B3 corporate family ratings and B3-PD Probability of Default ratings of Azalea TopCo, Inc. ("PG Forsta") Moody's Ratings concurrently assigned instrument level ratings of B3 to the company's new senior secured first lien credit facilities that includes a $350 million revolver due 2029 and $1,825 million term loan due 2031. Proceeds from the issuance, along with new $990 million perpetual payment-in-kind ("PIK") preferred equity will be used to recapitalize the company's balance sheet whereby the existing revolver, first lien term loan, second lien notes, and existing PIK preferred equity will be refinanced. The B2 ratings of the existing $250 first lien revolver due 2026 and approximately $1.9 billion term loans due 2026, have been reviewed in the rating committee and remain unchanged. The outlook has been changed to stable from negative. The ratings action is a result of improved leverage and cash flow from the transaction that reduces the amount of total debt outstanding. Pro forma leverage as for FY 2023 is 6.7x, a decline from actual leverage of 8.9x for the same time period. EBITA to interest coverage will also improves and Moody's expects it to remain above 1.2x. Ratings Rationale The B3 CFR reflects PG Forsta's: 1) market position as one of the leading providers of data and analytics related to experience management across several healthcare verticals that include healthcare providers, payors, pharmaceuticals and non healthcare commercial clients, 2) good operating track record with high client retention rates, 3) strong EBITDA margins in the 35% plus area, and 4) stability of demand for services in a complex sector that is supported by regulatory requirements. The rating also reflects the company's: 1) acquisitive business strategy where the company will likely augment its organic growth with acquisitions that could be funded with debt and have integration risk, 2) moderate free cash flow with lower but still large interest expense and cash tax payments, 3) volatility within the commercial segment where demand will be driven by needs of customers for data that can vary and be harder to predict, 4) large amounts of add-backs to EBITDA that is declining over time but remains significant, and 5) potential to refinance expensive PIK preferred equity with debt. PG Forsta is one of the largest data companies specializing in experience management solutions within the healthcare sector. The company expanded its client base to include customers in the payor space within healthcare and non-healthcare companies via acquisitions that has added to its proprietary database. Moody's Ratings believes that the depth and breadth of data that PG Forsta owns creates a moat and this differentiates it from competitors. Moody's Ratings expects the core patient and member experience verticals have stable demand since there are regulations in place that require the collection of such data. There is more volatility within the company's commercial segment where the client base is more diverse and are outside PG Forsta's core healthcare sector. Data needs by clients in the commercial segment are less predictable and the average contract length is also shorter than in the healthcare segment. The recapitalization transaction will reduce debt-to-EBITDA leverage to 6.7x on a pro forma basis, from 8.9x for FY 2023. Moody's Ratings expects revenue growth in the 6% to 7% range over the next 12 to 18 months that will be underpinned by cross-selling products and new clients. EBITDA margins are likely to be stable in the 37% area. As a result, Moody's Ratings expects debt-to-EBITDA leverage will decline to around 6.0x over the next 12 months. Free cash flow to debt will be in the low single digit area for the next 12 -18 months. The stable outlook reflects stable demand for experience management data and analytics as well as revenue growth and stable margins that will lead to deleveraging. The free cash flow profile will improve that will lead to free cash flow to debt in the low single digit area. EBITA to interest will be good at over 1.2x. The outlook assumes no large debt funded acquisitions or distributions over the next 12-18 months. Moody's Ratings considers the company's liquidity as good, supported by a cash balance of around $30 million as of the end of 2023 and free cash flow generation over the next 15 months. Free cash flow will improve as a result of lower interest expense from the recapitalization. Good liquidity will also be supported by the new $350 million revolver that is larger than the current revolver size of $250 million. The company will maintain its accounts receivables securitization facility ($60 million outstanding as of the end of 2023) that provides an additional source of liquidity. Moody's Ratings expects that the revolver will remain undrawn for the next 15 months. Alternate sources of liquidity is limited as all assets are encumbered. The new revolver will have a springing maximum first lien net leverage ratio set at 9.0x, which will be tested only if outstanding Revolver loans exceeds 40% utilization. Moody's Ratings does not expect the covenant to be tested over the next 15 months. The B3 ratings on the new first lien senior secured term loan and revolver is the same level as the company's B3 CFR, reflecting the one class capital structure that will result from the recapitalization. The credit facilities will be secured by first priority liens on substantially all assets of the borrower and each guarantor. The capital structure will also include $990 million of perpetual PIK preferred equity that can be PIK or cash pay. The B2 ratings to the existing first lien term loans and the revolver remain unchanged as Moody's Ratings expects a full repayment with transaction proceeds FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: i) PG Forsta continues to grow scale and revenue while maintaining strong margins; ii) Moody's Ratings expects debt-to-EBITDA will be sustained below 6.0x, iii) free cash flow as a percentage of debt will be sustained above 5%, and (iv) liquidity improves. The ratings could be downgraded if: i) revenue growth is not sustained, which would indicate declining market share or demand for services provided by the company, (ii) the company is unable to reduce costs associated with integrating acquisitions or achieve synergies, (iii) debt to EBITDA does not decline as expected, (iv) Moody's Ratings expects free cash flow to remain negative, or (v) liquidity deteriorates. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in South Bend, Indiana, Azalea TopCo, Inc. (dba PG Forsta) is a leading provider of performance measurement and improvement services to U.S. healthcare providers including hospitals, medical practices and alternate-site providers. PG FOrsta is owned by private equity sponsors Ares Management and Leonard Green & Partners. The company generated approximately $775 million revenue in FY 2023. BARNES & NOBLE: Adopts Short-Term Stockholder Rights Plan --------------------------------------------------------- Barnes & Noble Education, Inc. announced that its Board of Directors has approved the adoption of a short-term stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company's common stock. The rights will be exercisable only if a person or group acquires 10% or more of the Company's outstanding common stock, subject to certain exceptions. Each right will entitle stockholders to buy one one-thousandth of a share of a new series of junior participating preferred stock at an exercise price of $5.00. If a person or group acquires 10% of the Company's outstanding common stock, each right will entitle its holder (other than such person or members of such group) to purchase for $5.00, a number of Company common shares having a market value of twice such price. In addition, at any time after a person or group acquires 10% of the Company's outstanding common stock, the Company's Board of Directors may exchange one share of the Company's common stock for each outstanding right (other than rights owned by such person or group, which would have become void). Prior to the acquisition by a person or group of beneficial ownership of 10% of the Company's common stock, the rights are redeemable for one cent per right at the option of the Board of Directors. Certain synthetic interests in securities created by derivative positions - whether or not such interests are considered to constitute beneficial ownership of the underlying common stock for reporting purposes under Regulation 13D of the Securities Exchange Act - are treated as beneficial ownership of the number of shares of the Company's common stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of the Company's stock are directly or indirectly held by counterparties to the derivatives contracts. The dividend distribution will be made on April 29, 2024, payable to stockholders on that date and is not taxable to stockholders. The rights will expire on January 31, 2025, unless the rights are earlier redeemed or exchanged. Paul Hastings LLP is acting as legal counsel to the Company and Houlihan Lokey, Inc. is acting as financial advisor to the Company. On April 12, 2024, the "Company and the lenders under its existing asset-based credit facility agreed to extend the previously disclosed milestone with respect to entering into a binding commitment letter for a liquidity and refinancing transaction from April 12, 2024 to April 15, 2024, as the Company continues negotiations to satisfy such milestone. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/24z2unvp About Barnes & Noble Education Basking Ridge, New Jersey-based Barnes & Noble Education, Inc. ("BNED") is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. It is one of the largest textbook wholesalers, inventory management hardware and software providers that operates 1,289 physical, virtual, and custom bookstores and serve more than 5.8 million students, delivering essential educational content, tools and general merchandise within dynamic omnichannel retail environment. The Company disclosed in its Quarterly Report on Form 10-Q for the quarterly period ended January 27, 2024, that its losses and projected cash needs, combined with its current liquidity levels and the maturity of its Credit Facility, which becomes due on December 28, 2024, raise substantial doubt about its ability to continue as a going concern. BARNES & NOBLE: Inks New Equity, Refinancing Deals With Immersion ----------------------------------------------------------------- Barnes & Noble Education, Inc. announced that it has entered into a definitive agreement with Immersion Corporation, and certain of the Company's existing shareholders and strategic partners, on the terms of new equity and refinancing transactions that will significantly strengthen BNED's long-term financial position. The proposed transactions, which are subject to shareholder approval and other closing conditions, will enable the Company to substantially deleverage its balance sheet, continue to strategically invest in innovation, and operate from a position of strength. Upon close, which is expected in June 2024: * BNED will receive gross proceeds of $95 million of new equity capital through a $50 million new equity investment (the "Private Investment") led by Immersion and a $45 million fully backstopped equity rights offering (the "Rights Offering"); the transactions are expected to infuse approximately $75 million of net cash proceeds after transaction costs; * The Company's existing second lien lenders, affiliates of Fanatics, Lids, and VitalSource Technologies ("VitalSource") (collectively, the "Second Lien Lenders"), will convert approximately $34 million of outstanding principal and any accrued and unpaid interest into BNED Common Stock; and * The Company has received commitments to refinance its existing asset backed loan facility, pursuant to an agreement with its first lien holders, providing the Company with access to a $325 million facility (the "ABL Facility") maturing in 2028. The refinanced ABL Facility will meaningfully enhance BNED's financial flexibility and reduce its annual interest expense. "This announcement marks a significant milestone in our strategic review process and, we believe, represents the best path forward for our shareholders, employees and the students, institutions, alumni, fans, and communities we serve," said Michael Huseby, Chief Executive Officer, BNED. "BNED is a critical part of the education ecosystem, and we are confident that this transaction will allow us to grow our business profitably as we enhance our market leading offerings and build on the strong momentum of First Day and our other key programs." "With a stronger financial foundation, we will be well positioned to advance our industry leadership by continuing our focus on delivering innovative solutions, an unmatched merchandise assortment, and the best-in-class omnichannel customer experience for our valued school partners," said, Jonathan Shar, Executive Vice President, BNED Retail and President, Barnes and Noble College. Through the Rights Offering, BNED plans to issue up to 900,000,000 shares of its Common Stock at a cash subscription price (the "Subscription Price") of $0.05 per share. In the Rights Offering, BNED will distribute to each holder of its Common Stock on the record date one non-transferable Right, for every share of Common Stock owned by such holder on the record date, and each Subscription Right will entitle the holder to purchase the number of shares of Common Stock determined by dividing 900,000,000 by the total number of shares of Common Stock outstanding on the record date. Each holder that fully exercises their Subscription Rights will be entitled to Over-Subscription Rights to subscribe for additional shares of Common Stock that remain unsubscribed as a result of any unexercised Subscription Rights, which allows such holder to subscribe for additional shares of Common Stock up to the number of shares purchased under such holder's basic Subscription Right at $0.05 per share. Pursuant to the terms and conditions of the Purchase Agreement, if any Subscription Rights remain unexercised upon the expiration of the Rights Offering after accounting for all Over-Subscription Rights exercised, the standby purchasers will collectively purchase, at the Subscription Price, up to $45 million in shares of Common Stock not subscribed for by the Company's stockholders (the "Backstop Commitment"). Upon closing of the Rights Offering and in addition to the Backstop Commitment, investors led by Immersion, have agreed through the Private Investment to purchase an aggregate of $50 million in shares of the Company's Common Stock, at the Subscription Price, in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. The Company intends to use approximately $20 million of the proceeds from the Rights Offering and Private Investment to fund transaction-related costs. The Company maintains the strong support of its Second Lien Lenders, who will convert all outstanding principal and any accrued and unpaid interest, totaling approximately $34 million under the Term Credit Agreement (the "Debt Amount") into a number of new shares of Common Stock equal to the quotient of the Debt Amount divided by the Subscription Price (the "Debt Conversion"). In conjunction with the close of the Rights Offering and Private Investment, BNED has received commitments to refinance its existing ABL Facility pursuant to an agreement with its first lien holders. The new $325 million ABL Facility will mature in June 2028 and will eliminate or modify the existing debt covenants to provide greater financial and operating flexibility. The ABL Facility will initially have an applicable margin with respect to the interest rate of 3.50% per annum, in the case of interest accruing based on a Secured Overnight Financing Rate, and 2.5%, in the case of interest accruing based on an alternative base rate. Following the one-year anniversary, the applicable margin shall be reduced one time by 25 basis points per annum if certain financial metrics are met. On April 16, 2024, BNED also entered into an amendment (the "12th Amendment") to its credit agreement to amend certain financial covenants to provide additional financial flexibility ahead of the transactions expected closing date in June 2024. About Barnes & Noble Education Basking Ridge, New Jersey-based Barnes & Noble Education, Inc. ("BNED") is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. It is one of the largest textbook wholesalers, inventory management hardware and software providers that operates 1,289 physical, virtual, and custom bookstores and serve more than 5.8 million students, delivering essential educational content, tools and general merchandise within dynamic omnichannel retail environment. The Company disclosed in its Quarterly Report on Form 10-Q for the quarterly period ended January 27, 2024, that its losses and projected cash needs, combined with its current liquidity levels and the maturity of its Credit Facility, which becomes due on December 28, 2024, raise substantial doubt about its ability to continue as a going concern. BAUSCH HEALTH: Moody's Affirms Caa2 CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings affirmed the ratings of Bausch Health Companies Inc. and related entities (collectively "Bausch Health"). The affirmed ratings include the Caa2 Corporate Family Rating, the Caa3-PD Probability of Default rating, the Caa1 senior secured bank credit facilities rating and senior secured notes rating, the Caa3 second lien senior secured notes rating, and the Ca senior unsecured rating. The affirmed ratings also include the B1 ratings on senior secured bank credit facilities of Bausch + Lomb Corporation, the B1 secured notes issued by Bausch + Lomb Escrow Corp. and Ca backed senior unsecured ratings of Bausch Health Americas, Inc. At the same time, Moody's revised the outlook on the rated entities to stable from negative. There is no change to the SGL-3 Speculative Grade Liquidity Rating. The outlook revision to stable from negative reflects a recent Federal Appellate Court ruling in the ongoing Xifaxan patent challenge that Moody's believes materially reduces the likelihood of a generic launch over the next several years. This alleviates near-term negative pressure on Bausch Health's credit profile. However, the Caa2 Corporate Family rating and Caa3-PD Probability of Default rating continue to reflect high financial leverage and an untenable capital structure in light of upcoming debt maturities and the eventuality of Xifaxan generics. RATINGS RATIONALE Bausch Health's Caa2 Corporate Family Rating reflects its high financial leverage, with gross debt/EBITDA over 7x on a consolidated basis. The credit profile is constrained by generic exposures facing Xifaxan, the company's largest product. Although a recent Appellate court ruling reduces the likelihood of a generic launch occurring over the next few years, the eventual financial impact to Bausch Health will be very material given high financial leverage. This results in the continuation of an untenable capital structure with debt maturities that become substantial in late 2025. Amid these challenges, a planned separation of Bausch + Lomb would increase business risks of the remaining company due to reduced scale and diversity. The likelihood and timing of a separation remain uncertain as the company evaluates many factors including legal exposures related to the proposed separation. These risks are tempered by the company's significant global scale and diversity. Underlying utilization trends of most of the company's core products are solid. The credit profile is supported by solid free cash flow prior to any generic Xifaxan launch. Bausch Health's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity, although Moody's acknowledges that any near-term liquidity pressure arising from a generic Xifaxan launch has abated. Bausch Health will generate solid cash flow over the next 12 to 18 months, and have good capacity under the revolving credit agreements of Bausch Health and Bausch + Lomb. However, cushion under the first-lien net leverage financial maintenance covenant of Bausch Health's revolving credit facility will decline if the company incurs additional first-lien debt to address upcoming maturities. The company's liquidity profile is also tempered by approaching debt maturities of $2.6 billion in late 2025, and Moody's does not believe internal sources will be sufficient to satisfy these obligations. Bausch Health'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. This primarily reflects significant governance exposures reflected in the G-5 score. These include elevated financial strategy and risk management risks associated with persistently high financial leverage and the potential for debt exchange transactions that Moody's may view as a distressed exchange. The outlook for all entities is stable, reflecting Moody's expectation for solid performance over the next 12-18 months but the continuing of high financial leverage and the overhang of approaching Xifaxan generic competition. Although a separation of Bausch + Lomb would be credit positive for Bausch + Lomb and credit negative for Bausch Health, the separation remains uncertain. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of Bausch Health's ratings include consistent earnings growth, successful pipeline execution of new rifaximin formulations, and significant resolution of outstanding legal matters including the Xifaxan patent challenge. Factors that could lead to a downgrade of Bausch Health's ratings include operating setbacks, large litigation-related cash outflows, or an adverse outcome in the unresolved Xifaxan patent challenge. Factors that could lead to an upgrade of Bausch + Lomb's ratings include solid operating performance and executing the separation from Bausch Health. Factors that could lead to a downgrade of Bausch + Lomb's ratings include failure to effect the separation combined with a degradation in Bausch Health's credit quality. Bausch Health Companies Inc. is a global company that develops, manufactures and markets a range of pharmaceutical, medical device and over-the-counter products. These are primarily in the therapeutic areas of eye health, gastroenterology and dermatology. Revenues in 2023 totaled approximately $8.8 billion. LIST OF AFFECTED RATINGS Issuer: Bausch Health Companies Inc. Affirmations: Corporate Family Rating, Affirmed Caa2 Probability of Default Rating, Affirmed Caa3-PD Senior Secured Bank Credit Facility, Affirmed Caa1 Senior Secured Second Lien Regular Bond/Debenture, Affirmed Caa3 Senior Secured Regular Bond/Debenture, Affirmed Caa1 Senior Unsecured Regular Bond/Debenture, Affirmed Ca Outlook Actions: Outlook, Changed To Stable From Negative Issuer: Bausch + Lomb Corporation Affirmations: Senior Secured Bank Credit Facility, Affirmed B1 Outlook Actions: Outlook, Changed To Stable From Negative Issuer: Bausch + Lomb Escrow Corp. Affirmations: Senior Secured Regular Bond/Debenture, Affirmed B1 Outlook Actions: Outlook, Changed To Stable From Negative Issuer: Bausch Health Americas, Inc. Affirmations: Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ca Outlook Actions: Outlook, Changed To Stable From Negative The principal methodology used in these ratings was Pharmaceuticals published in November 2021. BIOLASE INC: Receives Notice of Upcoming Nasdaq Suspension ---------------------------------------------------------- Biolase, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it received a staff determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, unless the Company timely requests a hearing before a Nasdaq Hearings Panel, its securities could be subject to suspension from trading on The Nasdaq Capital Market for failure to meet the $1.00 minimum closing bid price requirement for the 30 consecutive business days from January 19 through March 1, 2024, as required by Listing Rule 5550(a)(2), and that the Company is not eligible for an automatic compliance period because the Panel decision relating to the Company, dated Aug. 14, 2023, subjected the Company to a Mandatory Panel Monitor for a period of one year pursuant to Listing Rule 5815(d)(4)(B). Based on the foregoing, the Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. In that regard, pursuant to the Listing Rules, the Panel has the authority to grant the Company a further extension not to exceed Oct. 14, 2024. The Staff Letter further noted that pursuant to Listing Rule 5810(c)(3)(A)(iv) no further automatic compliance period would be provided to the Company because over the prior two-year period the Company has effected reverse stock splits with a cumulative ratio of 250 shares or more to one. The Staff Letter advised that this determination supersedes the previous letter, dated March 4, 2024, received by the Company from the Staff regarding the Company's failure to meet the $1.00 minimum closing bid price requirement for the 30 consecutive business days from January 19 through March 1, 2024, as required by Listing Rule 5550(a)(2). The March 4, 2024, letter was issued by the Staff in error. About Biolase Biolase, Inc. -- http://www.biolase.com-- is a provider of advanced laser systems for the dental industry. The Company develops, manufactures, markets, and sells laser systems that provide significant benefits for dental practitioners and their patients. The Company's proprietary systems allow dentists, periodontists, endodontists, pediatric dentists, oral surgeons, and other dental specialists to perform a broad range of minimally invasive dental procedures, including cosmetic, restorative, and complex surgical applications. The Company's laser systems are designed to provide clinically superior results for many types of dental procedures compared to those achieved with drills, scalpels, and other conventional instruments. Irvine, CA-based Macias Gini & O'Connell, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has suffered recurring losses from operations and has had negative cash flows from operations for each of the three years ended Dec. 31, 2023. This raises substantial doubt about the Company's ability to continue as a going concern. BIRD GLOBAL: Vodafone US Out as Committee Member ------------------------------------------------ The U.S. Trustee for Region 21 disclosed in a notice that as of April 22, these creditors are the remaining members of the official committee of unsecured creditors in the Chapter 11 cases of Bird Global Inc. and its affiliates: 1. Alesia Truxell 52 Locksley Drive Pittsburgh, PA 15235 Phone: (412)735-6787 Alesia.truxell@lumosfiber.com 2. Lloyd’s of London Syndicates 1969 & 1971 Attn: Ian Beckett One Bishopsgate London, ECZN 3AQ Phone: 011-44-20-3169-1900 Ian.beckett@apollounderwiting.com Vodafone US, Inc. was previously identified as member of the creditors committee. Its name no longer appears in the new notice. About Bird Global Bird Global, Inc., a micro-mobility operator, is an electric vehicle company dedicated to bringing affordable, environmentally friendly transportation solutions such as e-scooters and e-bikes to communities across the world. The company is based in Miami, Fla. Bird Global and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-20514) on December 20, 2023. In the petition signed by its chief restructuring officer, Christopher Rankin, Bird Global disclosed up to $500 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the cases. Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts, Esq., at Berger Singerman LLP, represent the Debtors as legal counsel. Teneo Capital LLC is the Debtors' restructuring advisor. Epiq Corporate Restructuring, LLC serves as notice and claims agent. The Senior DIP Parties and Prepetition First Lien Parties, led by MidCap Financial Trust, are represented by Latham & Watkins LLP (James Ktsanes; John Lister; Hugh Murtagh). Covington & Burling LLP (Ronald A. Hewitt) represents the Junior DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the Junior DIP Lenders and Participating Second Lien Parties. On January 5, 2024, the U.S. Trustee for Region 21 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Fox Rothschild, LLP as legal counsel and Berkeley Research Group, LLC as financial advisor. BLUE STAR: Receives Nasdaq Compliance Extension ----------------------------------------------- Blue Star Foods Corp. disclosed in Form 8-K Report filed with the U.S. Securities and Exchange Commission that on April 10, 2024, the Company received a letter from the Panel indicating that the Company's request for continued on Nasdaq was granted subject to the following: (i) on or before April 1, 2024, the Company will file its Form 10-K for the period ended December 31, 2023 demonstrating compliance with Listing Rule 5550(b)(1); (ii) on or before May 15, 2024, the Company will file its Form 10-Q for the period ended March 31, 2024 demonstrating continued compliance with Listing Rule 5550(b)(1), and (iii) on or before May 30, 2024, the Company shall have demonstrated compliance with Listing Rule 5550(a)(2) by evidencing a closing bid price of $1 or more per share for a minimum of 10 consecutive trading sessions, and evidence compliance with all applicable criteria for continued listing. As previously disclosed, on March 26, 2024, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that as of March 25, 2024, the Company had not regained compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). The Company appealed this determination to the Nasdaq Hearings Panel in writing on April 1, 2024. 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. BNB BATTERY: Case Summary & 11 Unsecured Creditors -------------------------------------------------- Debtor: BNB Battery LLC 925 Battery Ave Suite 1125 Atlanta, GA 30339 Case No.: 24-54144 Business Description: BNB Battery is an operator of a bar & restaurant serving in Atlanta, Georgia. Chapter 11 Petition Date: April 24, 2024 Court: United States Bankruptcy Court Northern District of Georgia Judge: Hon. Sage M. Sigler Debtor's Counsel: Mark D. Gensburg, Esq. JONES & WALDEN, LLC 699 Piedmont Avenue NE Atlanta, GA 30308 Tel: 404-564-9300 E-mail: info@joneswalden.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by DBSS Investment LLC, Manager of Debtor, by Soel Tran. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GNSVLNQ/BNB_Battery_LLC__ganbke-24-54144__0001.0.pdf?mcid=tGE4TAMA BRICK BY BRICK: Unsecureds to Get Share of GUC Pool in Plan ----------------------------------------------------------- Brick by Brick Builds, Inc. and CrissCross Center Co., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement in connection with Joint Plan of Reorganization dated April 15, 2024. Since during or about 2008, the Debtor has owned and operated the Pinellas Facility. Since March 4, 2023, upon obtaining its CO, the Debtor has operated the Pasco Facility. The Pasco Facility consists of land and commercial improvements including a 38,032 square foot office building on 2.76 acres, with parking and related amenities, located at the northwestern corner of Bexley Village Drive and Early Riser Avenue in Land O'Lakes, Florida. As soon as practical, following the Effective Date, the Debtor shall attempt to refinance the Debt on the Pinellas Facility, with another financial institution, and use said proceeds to satisfy the U.S. Bank Secured Claim in full and fund the Unsecured Claims Pool. The Unsecured Claims Pool shall receive (a) all proceeds from the refinance of the Pinellas Facility after payment of the Claims Secured by the Pinellas Facility, and (b) any other recoveries not expressly pledged as Collateral in favor of Secured Creditors. In advance of Confirmation, the Debtor will offer the affidavits of the Debtor Appraiser and Robin Goris for purposes of estimating the two primary components of funding the Unsecured Claims Pool. Notwithstanding any other term or condition, the Unsecured Claims Pool shall be in an amount of not less than $100,000 and not more than $200,000. The Debtor contends that, but for the efforts of the Goris Family, there could not possibly be any recovery for the General Unsecured Creditors under the Plan. Class 10 is comprised of Holders of all General Unsecured Claims that are not otherwise classified. This Class includes any Lincoln Deficiency Claim and other Unsecured Claims that are not Sub-Contractor Creditor Claims. Based upon the adjudication and computation of deficiency Claims elsewhere in the Plan, and all such additional General Unsecured Claims as are filed in this Reorganization, a pool of Creditors shall be created for purposes of Pro Rata participation in the Unsecured Claims Pool. The Unsecured Claims Pool shall receive (a) all proceeds from the refinance of the Pinellas Facility after payment of the Claims Secured by the Pinellas Facility, and (b) any other recoveries not expressly pledged as Collateral in favor of Creditors. In advance of Confirmation, the Debtor will offer the affidavits of the Debtor Appraiser and Goris for purposes of estimating the two primary components of funding the Unsecured Claims Pool. Notwithstanding any other term or condition, the Unsecured Claims Pool shall be in an amount of not less than $100,000 and not more than $200,000. The Debtor contends that, but for the efforts of the Goris Family, there could not possibly be any recovery for the General Unsecured Creditors under the Plan. The Goris Family shall retain their Equity Interest in the Debtor post-Confirmation. As of the Effective Date, the Debtor's management will no longer be debtor-in-possession, and Goris' rights as management of the Debtor will be subject to the Plan, the Confirmation Order, and the Business Judgment Rule. A full-text copy of the Disclosure Statement dated April 15, 2024 is available at https://urlcurt.com/u?l=8oao0N from PacerMonitor.com at no charge. Attorneys for the Debtors: Stephenie Biernacki Anthony, Esq. John A. Anthony, Esq. ANTHONY & PARTNERS, LLC 100 S. Ashley Drive, Suite 1600 Tampa, Florida 33602 Phone: 813/273-5616 Fax: 813/221-4113 About Brick by Brick Builds Brick by Brick Builds, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05564) on Dec. 7, 2023. In the petition signed by Robin Goris, president, the Debtor dislcosed up to $10 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Stephanie B. Anthony, Esq., at Anthony and Partners, is the Debtor's legal counsel. BRIGHTLINE EAST: Fitch Gives 'B(EXP)' Rating on $1.25BB Sec. Notes ------------------------------------------------------------------ Fitch Ratings has assigned a 'B(EXP)' rating to Brightline East LLC's (BLE) $1.25 billion senior secured taxable notes. The Rating Outlook is Stable. The assignment of final ratings is contingent on the receipt of final documents conforming to information already received. RATING RATIONALE The 'B' rating for Brightline East LLC (BLE) reflects its weak financial metrics and structural subordination to Brightline Trains Florida LLC (OpCo) and its reliance on OpCo residual cashflows to provide dividends to cover its debt service requirements as well as the presence of weaker structural features, which include refinance risks inherent to the single bullet maturity. Financial metrics are weak, as exhibited by Fitch rating case consolidated DSCRs averaging 1.2x through the refinance date in 2030, and draws on the BLE ramp up reserve account (RURA) required to meet debt service. DSCRs average 1.6x post refinancing through debt maturity (excluding outliers), which includes a 150-basis point interest rate stress. Consolidated leverage is high at 14.2x at the time of refinancing in 2030 and the minimum consolidated loan life coverage ratio (LLCR) is adequate at 1.4x. KEY RATING DRIVERS Revenue Risk - Volume - Weaker Favorable Market, Limited History Brightline rail service offers an alternative inter-city transportation mode in the increasingly congested but economically diverse and expanding south/central Florida markets. While Brightline compares favorably in terms of travel speed, comfort, and reliability, competition from driving and existing low-cost rail alternatives will likely limit its market capture. As a result, ramp-up is expected to be comparatively longer for Brightline than for other new transportation development projects. Ridership data to Orlando is limited, complicating the validation of consultants' long-term forecasts, and initial fares are high relative to competing alternatives particularly to Orlando. Positively, Brightline benefits from some market diversity, drawing from southern and mid-Florida markets and targeting a mix of business and leisure travelers. Ancillary services such as parking, concessions, and corporate sponsorships provide diversification of revenue sources. Revenue Risk - Price - Stronger Independent Pricing Control Brightline has unencumbered ability to set and adjust rates, independent of legislative or political interference. Current rail fares are dynamic with the goal of achieving high ridership levels, varying depending on travel date, time, distance and utilization. Infrastructure Dev. & Renewal - Midrange New Facilities, Expansion Likely Infrastructure renewal risk is low for facilities currently in service, reflecting Brightline's recent completion. Long-term maintenance agreements with Florida East Coast Rail (FECR) for rail infrastructure as well as a 30-year fixed price agreement for rolling stock with Siemens Mobility support upkeep and reinvestment. Brightline plans to budget annually from cashflow to cover added rolling stock and other capex requirements. Brightline is currently evaluating expansion of service in the Orlando and Tampa regions. While such a project will require additional capital to fund construction and operational costs, this future project will be fully separate from a security and pledge standpoint under a separate affiliate of parent company Brightline Florida Holdings LLC. Debt Structure - Weaker Structurally Subordinate; Refinance Risk (BLE): The BLE debt is interest-only with a bullet maturity in 2030, exposing the debt to refinance risk. The debt is structurally subordinate to OpCo, since repayment of the BLE debt is dependent on ongoing cash flow distributions from OpCo to BLE subject to a 1.3x senior and 1.1x total debt service coverage ratio (DSCR) distribution test at OpCo. OpCo retains the ability to issue future debt obligations, which could further dilute BLE's financial position. A dedicated BLE debt service reserve equal to three months of interest will be funded at closing, along with a ramp-up reserve account equal to over two years of interest. Additional OpCo debt is subject to a rating affirmation by the agencies rating the original transaction at the BLE level as long as BLE debt is outstanding. OpCo does not guarantee BLE's debt, and a BLE default does not cross default to OpCo. Financial Profile Under Fitch's rating case, consolidated financial metrics are weak, as exhibited by reliance on liquidity draws to support debt service prior to the bullet maturity. When including draws on the BLE RURA, consolidated DSCR averages just 1.2x from 2024 to 2030, a thin level indicative of the 'B' rating. Additionally, consolidated leverage is high at 14.2x at the time of the refinancing in 2030. Positively, the minimum distance to lock up ratio of 1.6x and the minimum LLCR of 1.4x under rating case conditions are considered adequate. PEER GROUP Fitch does not publicly rate any rail services project peers relevant to Brightline. Other rated rail service peers within Fitch's global portfolio lack the ramp-up risk inherent to Brightline's profile, and their higher ratings reflect their long operating histories, tested demand and stable ridership. Publicly rated European rail lines include the High-Speed Rail Finance (1) PLC (HS1; A-/Stable) and Channel Link Enterprise Finance plc (CLEF; BBB/Stable). Both HS1 and CLEF share exposure to Eurostar and have been operational for nearly three decades with stabilized passenger levels and established volume and market share leading to higher investment grade ratings. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Delayed long-distance ramp-up and/or higher than expected operating cost and lower revenues resulting in rapidly declining cash balances and a shortened project runway to reach stabilized ridership; - Regearing and/or additional system debt leading to financial metrics weaker than Fitch's rating case for a sustained period of time. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Given the early operational phase of Brightline's rail operations, a positive rating action for either the OpCo or BLE debt is unlikely in the near term. Over time, significant ridership and revenue outperformance which translates to credit metrics well exceeding Fitch's base case expectations could support a positive rating action. TRANSACTION SUMMARY BLE is expected to issue approximately $1.25 billion in senior secured notes that are structurally subordinate to the OpCo senior debt. Proceeds of the BLE debt will refinance existing OpCo debt, fund certain reserve accounts, and pay costs of issuance. Florida Development Finance Corporation is expected to issue $2 billion in tax-exempt debt on behalf of OpCo to refinance existing debt, fund certain reserve accounts, and pay certain issuance fees and expenses. FINANCIAL ANALYSIS Fitch's analysis included adjustments to assumed short-distance and long-distance ridership levels and ramp-up duration given heightened forecast uncertainties and the project's short operational history. The sponsor case assumes a three-year ramp-up period on the short distance segment, with ridership reaching stabilized levels of 3.6 million in 2025. The long-distance segment also follows a three-year ramp-up period and reaches a stabilized ridership of 4.5 million in 2026. Ancillary revenues account for approximately 14% of total revenues when ridership stabilizes. The Fitch base case adopts the sponsor's projections for short distance and long-distance ramp-up and haircuts stabilized ridership by 10% and 20% for short distance and long distance, respectively. The average fare for the long-distance segment is 10% below sponsor projections and short-distance average fares match sponsor assumptions. An additional stress is applied to ancillary revenues to reduce the total revenue per passenger. Growth in operating costs is stressed by 25 basis points (bps) annually above the sponsor forecasts. Fitch applies a 100-basis point stress to the sponsor-assumed BLE refinancing rate of 10% beginning in 2030. Under this scenario, the restricted payment test at OpCo is satisfied and distributions flow continuously to BLE to service the BLE level debt. Consolidated DSCR averages 2.1x (excluding outliers) until the refinancing in 2030, and 2.6x post-refinancing through debt maturity. The rating case applies additional stresses to long distance fares, operating costs for all segments, ancillary revenues, and ridership levels. Fitch haircuts stabilized ridership levels by 25% and 40% for short distance and long distance, respectively. Average short-distance fares are 15% below sponsor expectations and long-distance fares are haircut by 15% from 2024 to 2025 and 10% thereafter. Additionally, long distance ramp-up is delayed by one year and reaches stabilized levels in 2027 and then grows at a CAGR of 1.8% thereafter. The interest rate stress at the time of refinancing is increased to 150 basis points above sponsor assumptions. Under this case, distributions from OpCo to BLE continue to flow and consolidated DSCR prior to the bullet maturity in 2030 averages a narrow 1.2x (inclusive of reserve draws), with draws on the BLE RURA required to meet debt service requirements. Consolidated DSCR then averages a more adequate 1.6x from the refinancing in 2030 through debt maturity in 2053. While the pre-funded reserves are beneficial, coverages remain narrow following the final release of the RURA in 2030. Though the minimum distance to lock up ratio of 1.6x and the minimum LLCR of 1.4x under rating case conditions are considered adequate, consolidated net leverage is elevated at 14.2x at the time of refinancing and coverages are indicative of a 'B' category rating. SECURITY Security for the notes will consist of a pledge of the membership interests in BLTF Holdings LLC, the direct owner of OpCo and all other assets of BLE including (a) substantially all personal property of BLE and (b) reserve accounts once funded from distributions received from the OpCo. DATE OF RELEVANT COMMITTEE 16 April 2024 Entity/Debt Rating ----------- ------ Brightline East LLC Brightline Trains Florida LLC/Senior Secured Notes/1 LT LT B(EXP) Expected Rating BURGERFI INTERNATIONAL: Regions Bank, Lenders Assign Loan to TREW ----------------------------------------------------------------- BurgerFi International, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 15, 2024, it received written notice that Regions Bank, administrative agent for the lenders, collateral agent for the lenders, a lender, swingline lender and issuing bank under that certain Credit Agreement, dated as of Dec. 15, 2015, by and among the Company and Plastic Tripod, Inc., a Delaware corporation and a subsidiary of the Company, as the borrowers, the subsidiary guarantors party thereto, Cadence Bank, as a lender, Webster Bank, National Association, as a lender, Synovus Bank, as a lender, CP7 Warming Bag, LP, as a lender and the other lenders party thereto, as amended from time to time, assigned to TREW Capital Management Private Credit 2 LLC (i) all of its rights and obligations as a Lender under the Credit Agreement and any other document or instruments delivered pursuant thereto to the extent related to the amount and percentage interest of the loans and commitments under the Credit Agreement held by Regions Bank and (ii) to the extent permitted by applicable law, all claims, suits, causes of action and any other right of Regions Bank (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on related to any of the foregoing. On April 17, 2024, written notice was provided that each of Cadence, Webster and Synovus also assigned to TREW Capital their Rights and Obligations to the extent related to the respective amounts and percentage interests held by such Lenders and their respective Claims. The foregoing assignments represent 100% of the amount of revolving loan commitments under the Credit Agreement, which had an outstanding principal amount of $2,000,000.00 as of the date of the assignments, and 100% of the amount of term loan under the Credit Agreement, which had an outstanding principal amount of $51,253,429.79 as of the date of the assignments, and did not change the terms of the Credit Agreement or underlying loans. The Company has initiated discussions with TREW with respect to potential solutions regarding previously disclosed matters related to the Credit Agreement. The Company cannot, however, predict the results of any such negotiations. About BurgerFi Headquartered in Fort Lauderdale, FL, BurgerFi International, Inc. is a multi-brand restaurant company that develops, markets and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises. Miami, Florida-based KPMG LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 10, 2024, citing that the Company was not in compliance with the minimum liquidity requirement of its credit agreement, which constitutes a breach of the credit agreement and an event of default that raises substantial doubt about its ability to continue as a going concern. CABLEVISION LIGHTPATH: Moody's Affirms 'B2' CFR, Outlook Stable --------------------------------------------------------------- Moody's Ratings has affirmed Cablevision Lightpath LLC's (Lightpath) B2 corporate family rating and B2-PD probability of default rating. Following an extension amendment to the company's existing credit agreement in February 2024, Moody's assigned a B1 rating to an extended and upsized portion of Lightpath's prior revolving credit facility (formerly due November 30, 2025) totaling $95 million and now maturing on June 15, 2027 and also affirmed the B1 rating on the non-extended, remaining $20 million portion of Lightpath's existing revolving credit facility which still matures on November 30, 2025. Also affirmed were the B1 ratings on Lightpath's $582 million term loan due November 30, 2027 and $450 million senior secured notes due September 15, 2027, as well as the Caa1 rating on the company's $415 million senior unsecured notes due September 15, 2028. The outlook remains stable. RATINGS RATIONALE Lightpath's B2 CFR reflects the company's small scale, revenue growth difficulties, limited service offerings mainly comprised of data transport, regional focus, competitive positioning and debt leverage of 5.6x (Moody's adjusted) on a latest 12 months basis as of December 31, 2023. The company's ownership structure highlights the potential for shareholder friendly actions over time given the near-50% stake of a non-strategic, private equity owner. These factors are offset by Lightpath's profitable business model and recurring revenue from a large and diversified base of telecom carrier, enterprise and government customers. The company's sizable recurring revenue, strong EBITDA margins (Moody's adjusted) in the 60% area are a reflection of the business model and its capital intensity, which can approach 25% to 30% of revenue. Lightpath's regional fiber networks in the Tier I metro markets of New York (NY, NJ and CT), Boston and Miami benefit from underutilized capacity, favorable cost structures and numerous success-based, near-network enterprise broadband market opportunities. As of December 31, 2023 Lightpath has good liquidity supported by positive operating cash flow and undrawn availability totaling $115 million under separate revolving credit facilities: a $20 million facility maturing in November 2025 and a $95 million facility maturing in June 2027. Outside of these revolving credit facilities, the company benefits from a favorable maturity profile with the nearest debt maturity in September 2027. Internal cash sources include approximately $25.8 million of cash at the end of Q4 2023. We project breakeven to slightly positive free cash flow over the next 12 months, and do not expect usage under the revolving credit facilities. The two revolving credit facilities in aggregate, which total $115 million when combined, are subject to a springing consolidated net senior secured leverage test of 7.3x when the aggregate of the revolvers is drawn over 35% of the total, or when the aggregated total drawn is $40.25 million. The credit agreement also contains an excess cash flow (ECF) sweep provision which requires a 50% ECF when consolidated first-lien net leverage is higher than 4.5x and 25% when the ratio is 4.25x to 4.5x; there is no sweep when the ratio is 4.25x or less. Unsecured and secured indentures include debt incurrence limits when consolidated net leverage reaches 6.5x and senior secured leverage reaches 4.75x. The Company has limited alternative liquidity with a mostly secured capital structure (over 70%) which requires any proceeds from asset sales to be used first to repay debt or be reinvested in the business. However, we believe the tangible assets (primarily the network and related equipment) and customer base are valuable, easily divisible and readily marketable under most conditions. The stable outlook reflects Moody's view that Lightpath will strengthen its revenue and EBITDA growth and deliver breakeven to positive free cash. The stable rating also reflects Moody's view that Lightpath's debt leverage (Moody's adjusted) will remain under 6x at fiscal year-end 2024. The instrument ratings reflect both the probability of default of Lightpath, as reflected in the B2-PD probability of default rating, an average expected family recovery rate of 50% at default given the mix secured and unsecured debt in the capital structure, and the loss given default assessment of the debt instruments in the capital structure based on a priority of claims. The senior secured credit facilities, which include the company's first lien revolvers and first lien term loan, and senior secured notes are rated B1, one notch above the company's B2 corporate family (CFR) rating given the loss absorption from the company's senior unsecured notes. The senior unsecured notes are rated Caa1, two notches below the CFR, reflecting their junior rank within the capital structure. In addition, Moody's has assumed a deficiency claim in modeling secured claims equal to the approximate contribution of Cablevision Lightpath NJ, LLC (Lightpath's New Jersey operations), which is a non-guarantor subsidiary. The senior secured credit facility and senior secured notes are secured by a perfected first-priority security interest in substantially all of the assets of Lightpath and its parent and subsidiary guarantors (other than any equity interests of Cablevision Lightpath NJ LLC), including a perfected first-priority security interest in all of the equity interests of Lightpath held by its parent, Lightpath Holdings LLC (Lightpath Holdings) and any intercompany loans from Lightpath Holdings to Lightpath on a pari passu basis with the security granted for the senior secured notes. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if debt/EBITDA was sustained below 5x and free cash flow to debt was sustained above 5%, both on a Moody's adjusted basis. Moody's could consider a downgrade if debt/EBITDA is sustained above 6.5x or if free cash flow to debt falls and is sustained near breakeven levels, both on a Moody's adjusted basis. The principal methodology used in these ratings was Communications Infrastructure published in February 2022. Cablevision Lightpath LLC serves over 6,400 customers in Tier 1 markets in New York, New Jersey, Connecticut, Massachusetts and Florida. The company delivers a range of data, voice and managed services to enterprise, wireless carrier and government customers across a 21,200 fiber route mile network connecting to over 15,100 locations. The company operates under a joint venture structure owned by Altice USA, Inc. (50.01% controlling equity stake) and Morgan Stanley Infrastructure Partners (49.99%). Revenue for the last 12 months ended December 31, 2023 was $399 million. CANOPY GROWTH: CBI Converts Common Shares Into Exchangeable Shares ------------------------------------------------------------------ Canopy Growth Corporation announced that in connection with the creation of the non-voting and non-participating exchangeable shares in the capital of Canopy Growth, on April 18, 2024, Greenstar Canada Investment Limited Partnership and CBG Holdings LLC, each a wholly-owned subsidiary of Constellation Brands, Inc. ("CBI"), exchanged all 17,149,925 common shares in the capital of the Company they collectively held for 17,149,925 Exchangeable Shares for no consideration. As a result of the CBI Exchange, the CBG Group no longer holds any Common Shares. Each Exchangeable Share is convertible, at the option of the holder, into one Common Share. The Exchangeable Shares are not traded on a public market and represent an interest in Canopy Growth directly, not Canopy USA, LLC. "This is another important step forward for the Canopy USA strategy following the recent and overwhelming approval of our shareholders to create this exchangeable class of shares," said David Klein, chief executive officer of Canopy Growth. "We look forward to maintaining an enduring positive relationship with CBI as our largest shareholder, and to the further advancement of the Canopy USA strategy that this change enables as Canopy USA moves forward with the acquisitions of Wana, Jetty and Acreage." As previously disclosed by the Company, on April 18, 2019, CBG, Greenstar and Canopy Growth entered into a second amended and restated investor rights agreement, pursuant to which the CBG Group, among other things, was entitled to designate four nominees for election or appointment to the board of directors of the Company, subject to certain conditions set out in the Investor Rights Agreement. In accordance with the consent agreement dated Oct. 24, 2022 among CBG, Greenstar and Canopy Growth and as a result of the CBI Exchange, CBG, Greenstar and Canopy Growth have terminated the Investor Rights Agreement, along with an administrative services agreement, co-development agreement, and all other commercial arrangements between them and their subsidiaries, other than the Consent Agreement, certain termination agreements and the Exchange Agreement. As a result, CBI no longer holds any governance rights in relation to Canopy Growth, including the Nominee Rights. In connection with the termination of the Investor Rights Agreement and subsequent to the Note Exchange, on April 18, 2024, Garth Hankinson, Judy Schmeling and James Sabia each provided notice to the Company of his or her decision to resign from the Board effective immediately. Each of the CBG Nominees had been a nominee of the CBG Group under the Investor Rights Agreement. Ms. Schmeling had served as Chair of the Board and as a member of the Audit Committee of the Board, and Mr. Sabia had served as a member of the Corporate Governance, Compensation and Nominating Committee of the Board. None of the CBI Resignations were the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Following the CBI Resignations, the Board is now comprised of: * David Lazzarato (Chair of the Board, Member of the Audit Committee and Member of the CGCN Committee); * Willy Kruh (Director and Chair of the Audit Committee); * Theresa Yanofsky (Director, Chair of the CGCN Committee and Member of the Audit Committee); * Luc Mongeau (Director and Member of the CGCN Committee); and * David Klein (Chief Executive Officer and Director). The Company also announced that on April 18, 2024, Canopy Growth entered into an exchange agreement with Greenstar, pursuant to which Greenstar converted approximately C$81.2 million of the principal amount of the C$100 million principal amount promissory note issued to Greenstar by Canopy Growth on April 14, 2023 into 9,111,549 Exchangeable Shares, calculated based on a price per Exchangeable Share equal to C$8.91. Pursuant to the terms of the Exchange Agreement, all accrued but unpaid interest on the Promissory Note together with the remaining principal amount of the Promissory Note was cancelled and forgiven for no additional consideration by Greenstar. Following the closing of the Note Exchange, there is no outstanding balance owing under the Promissory Note and the Promissory Note has been cancelled, which has resulted in an overall reduction in debt on the Company's balance sheet in the amount of C$100 million. As a result of the Transactions, CBG and Greenstar now hold an aggregate of 26,261,474 Exchangeable Shares. The Note Exchange is considered to be a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders with respect to the Note Exchange as the fair market value of the Note Exchange is below 25% of the Company's market capitalization as determined in accordance with MI 61-101. In addition, the Note Exchange was approved by the board of directors of the Company with the CBG Nominees each having disclosed their interest in the Note Exchange by virtue of their positions with CBI and abstaining from voting thereon. The Company did not file a material change report 21 days prior to the closing of the Note Exchange as the details of the Note Exchange had not been finalized at that time. The Company has not received, nor has it requested, a valuation of its securities or the subject matter of the Note Exchange in the 24 months prior to the date hereof. About Canopy Growth Headquartered in Smiths Falls, Ontario, Canopy Growth -- www.canopygrowth.com -- is a cannabis and consumer packaged goods company which produces, distributes, and sells a diverse range of cannabis, hemp, and CPG products. Cannabis products are principally sold for adult-use and medical purposes under a portfolio of distinct brands in Canada pursuant to the Cannabis Act, SC 2018, c 16 (the "Cannabis Act"), and globally pursuant to applicable international and Canadian legislation, regulations, and permits. The Company's other product offerings, which are sold by its subsidiaries in jurisdictions where it is permissible to do so, include: (i) Storz & Bickel GmbH vaporizers; (ii) BioSteel Sports Nutrition Inc. sports nutrition beverages, hydration mixes, proteins and other specialty nutrition products; and (iii) This Works Products Ltd. beauty, skincare, wellness and sleep products. Its core operations are in Canada, the United States, and Germany. Ottawa, Canada-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 22, 2023, citing that the Company has material debt obligations coming due in the short-term, has suffered recurring losses from operations and requires additional capital to fund its operations, which raise substantial doubt about its ability to continue as a going concern. In its Quarterly Report for the period ended Dec. 31, 2023, the Company disclosed that it has certain material debt obligations coming due in the short-term, has suffered recurring losses from operations and requires additional financing to fund its business and operations. If the Company is unable to raise additional capital, it is possible that it will be unable to meet certain of its financial obligations. These matters, when considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern for at least twelve months from the issuance of its condensed interim consolidated financial statements. CEL-SCI CORP: All Three Proposals Passed at Annual Meeting ---------------------------------------------------------- CEL-Sci Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that it held its annual meeting of shareholders during which the shareholders: (1) elected Geert Kersten, Bruno Baillavoine, and Robert Watson as directors for the upcoming year; (2) approved the adoption of CEL-SCI's 2024 Non-Qualified Stock Option Plan; and (3) ratified the appointment of BDO USA, P.C. as CEL-SCI's independent registered public accounting firm for the fiscal year ending Sept. 30, 2024. About CEL-SCI CEL-SCI Corporation CEL-SCI Corporation is a clinical-stage biotechnology company dedicated to research and development directed at improving the treatment of cancer and other diseases by using the immune system, the body's natural defense system. CEL-SCI is currently focused on the development of the following product candidates and technologies: 1) Multikine, an investigational immunotherapy under development for the potential treatment of certain head and neck cancers; and 2) L.E.A.P.S. (Ligand Epitope Antigen Presentation System) technology, or LEAPS, with several product candidates under development for the potential treatment of rheumatoid arthritis. Potomac, Maryland-based BDO USA, P.C., the Company's auditor since 2005, issued a "going concern" qualification in its report dated Dec. 31, 2023, citing that the Company has suffered recurring losses from operations and has future liquidity needs that raise substantial doubt about its ability to continue as a going concern. CEL-SCI will be required to raise additional capital or find additional long-term financing to continue with its research efforts. The ability to raise capital may be dependent upon market conditions that are outside the control of the Company. The ability of the Company to complete the necessary clinical trials and obtain FDA approval for the sale of products to be developed on a commercial basis is uncertain . Ultimately, the Company must complete the development of its products, obtain the appropriate regulatory approvals and obtain sufficient revenues to support its cost structure. However, there can be no assurance that the Company will be able to raise sufficient capital to support its operations. Due to recurring losses from operations and future liquidity needs, there is substantial doubt about the Company's ability to continue as a going concern, according to the Company's Quarterly Report for the period ended Dec. 31, 2023. CHICKEN SOUP: Negotiates Forbearance Deal Amid Financial Concerns ----------------------------------------------------------------- Chicken Soup for the Soul Entertainment Inc. disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, that the Company have entered into a term sheet with its principal lender setting forth the general terms of a mutual forbearance arrangement. In April 2024, as an integral part of its strategic initiatives to improve the capital position of the Company and resolve its mutual disputes with its principal lender, the Company established a framework with such lender, pursuant to which it would waive certain claims and the lenders under our credit facility would forbear for a period of time (the "Mutual Forbearance Period") from exercising any remedies they may have under such credit facility in order to allow our company approximately 60 days to pursue certain proposed transactions. The Proposed Transactions include (a) a $50 million sublicense (the "Proposed Sublicense") and (b) a $125 million agreement with a third party comprised of a $65 million line of credit and a $60 million equipment lease to Redbox secured by assets owned by Redbox (the "Proposed Redbox Facility"). The Company would be required to apply a portion of the aggregate net proceeds of the Proposed Transactions to the prepayment of a portion of the outstanding loans under its credit facility on a pro rata basis (the "Initial Prepayment"). In the event the Proposed Transactions are consummated, and the Initial Prepayment is made prior to the expiration of the Mutual Forbearance Period, the Mutual Forbearance Period would be extended until September 30, 2024 (the "Extended Mutual Forbearance Period") during which time we would be required to prepay an additional amount under the credit facility. If these additional payments are made during the Extended Mutual Forbearance Period and the lenders have collectively received the specified amount in combined cash and permitted asset value (the "Payment Threshold"), all remaining amounts due and owing under the credit facility shall be deemed satisfied and paid in full, constituting a reduction that represented the majority of aggregate stated principal and interest. The proposed agreement is subject to certain condition precedents, which management expects to meet in the near term. Under the proposed agreement, should the Company fail to make the payments timely or default under the existing credit agreement, the Mutual Forbearance Period will terminate and HPS Investment Partners, LLC will be able to pursue certain remedies to be outlined in the agreement, and to exercise their existing rights under the credit facility. Similarly, the Company would in that circumstance be free to pursue its claims against the principal lender, as well as any other legal courses of action it might deem necessary or appropriate in such circumstance. The mutual forbearance arrangement would provide the Company an opportunity to pursue certain refinancing and further capitalization transactions that, if successful, will result in settlement of all obligations to, and claims by and against, our principal lender, in the coming months. "We are pressing forward expeditiously and assertively with documentation of a mutual forbearance agreement, and pressing to finalize all documents necessary to make these transactions and resolutions happen. However, we cannot assure you that the underlying disputes will ultimately be resolved in a manner that is satisfactory to us or which does not cause us material harm," the Company explained. "If a definitive mutual forbearance agreement is entered into by our company and our principal lender (which, as of the date of this Annual Report, we are cautiously optimistic will occur), we will be required to consummate certain proposed transactions with third parties within a prescribed period of time and pay down an agreed amount of our loans with the lender in order to deem our credit facility satisfied in its entirety and render our dispute with our lender moot. There can be no assurance that we will be able to finalize a mutual forbearance agreement, consummate such proposed transactions, or generate sufficient capital to fully fund such payoff." "Our board of directors has voted to form an independent directors committee to evaluate our strategic alternatives and our mutual forbearance arrangement with our principal lender also is expected to implement a strategic review committee within our board of directors and has voted to form an independent directors committee to evaluate, among other items, our strategic alternatives, which may include, among other options, potential mergers, acquisitions, divestitures, or other significant corporate transactions. Additionally, our mutual forbearance arrangement with our principal lender is expected to require the implementation of a strategic alternatives committee and related measures in circumstances where we have not consummated certain proposed transactions and made certain payments.' While the formation of these committees and the implementation of related measures are intended to address the Company's financial challenges, explore strategic options and enhance creditor and stockholder value, there are significant risks and uncertainties associated with these actions, including, but not limited to: * Limited Resources and Attention: The formation of multiple committees and the implementation of related measures may divert the attention and resources of the Company's management team and the board of directors away from day-to-day operations and other strategic initiatives. This diversion of resources could adversely affect its ability to execute its business plans effectively and efficiently. * Potential Conflicts of Interest: Members of the independent directors committee and any restructuring committee may have conflicting interests or obligations that could impact their ability to act independently and in the best interests of the Company's stockholders. Conflicts of interest could arise from personal relationships, financial interests, or affiliations with other companies or entities involved in the strategic review process. Conflicts would include the interests of its principal lender as a creditor as compared to the interest of holders of equity. * Uncertain Strategic Alternatives: There can be no assurance that the strategic review process will result in the identification or completion of any strategic transaction or that any transaction identified will be in the best interests of its stockholders. The evaluation of strategic alternatives involves numerous uncertainties and complexities, including market conditions, regulatory considerations, and negotiations with third parties, which may result in the failure to consummate a transaction or the realization of value significantly below expectations. These actions may have a significant impact on our business, financial condition, and results of operations, and there can be no assurance that they will ultimately result in the enhancement of shareholder value. Accordingly, the Company stated that there is substantial doubt about its ability to continue as a going concern and this could materially impact its ability to obtain capital financing and the value of its common and preferred stock. CSSE's merger with Redbox occurred in August 2022. The merger included the assumption of $359.9 million of debt. The ability to service this debt was predicated on a partial return to pre-COVID levels in the number and cadence of theatrical releases that were available to the Company for its kiosk network, as well as cost synergies. The corresponding rebound in demand for physical kiosk rentals was expected to return to approximately a third of 2019 levels, along with expected synergies from the acquisition, would generate sufficient cash flows to cover the cash needs of the combined businesses. Since the acquisition, operating results have not met management's expectations, particularly Redbox's kiosk rentals, resulting in insufficient cash flows and working capital to operate the business efficiently. The combination of these factors has resulted in an increasing number of defaults and/or contractual terminations across critical counterparties and service providers, impacting the Company's ability to procure and monetize content efficiently across its distribution platforms. Due to the on-going impact of these factors on its future results of operations, cash flows and financial condition, as well as its inability to factor longer dated receivables under its credit facility constraints, there is substantial doubt as to the ability of the Company to continue as a going concern. The Company is considering strategic alternatives and transactions, as well as restructuring actions and initiatives to improve its efficiency and reduce its cost structure. However, there can be no assurance that these steps will be sufficient to mitigate the adverse trends we are experiencing in its businesses. Management may seek to implement further cost and capital expenditure reductions, as necessary. Even if the Company is able to achieve some or all of the contemplated actions, there can be no assurances that we can complete any such actions or strategic transactions in amounts sufficient to alleviate the substantial doubt regarding the Company's ability to continue as a going concern. "If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in our company and holders of our indebtedness may also suffer material losses on their investments. Reports raising substantial doubt as to a company's ability to continue as a going concern are generally viewed unfavorably by analysts and investors and could have a material adverse effect on the Company's business, financial position, results of operations and liquidity." "The level of indebtedness assumed in connection with our acquisition of Redbox has not been supported by the Redbox assets and businesses acquired, which has had a material adverse effect on our Company." "Key components of the Redbox business, including its DVD kiosk rental business, has continued to experience declines since the Merger. The businesses acquired from Redbox has not provided sufficient cash flow since the completion of the Merger to support the related indebtedness acquired by us in the Merger and as significantly hampered the Company's cash flow, which in turn has materially adversely affected its operations, including the businesses we operated prior to the Merger. Unless we are able to strategically reconfigure its businesses, the results of operations of the combined companies are likely to continue to be adversely affected by Redbox's legacy businesses and debt, and we may continue to face risk factors that are different from those that individually affected the results of operations of CSSE and Redbox respectively prior to the Merger." A full-text copy of the Company's Form 10-K Report is available at https://tinyurl.com/mw42a2yj About Chicken Soup Chicken Soup for the Soul Entertainment, Inc. provides premium content to value-conscious consumers. The company is one of the largest advertising-supported video-on-demand (AVOD) companies in the US, with three flagship AVOD streaming services: Redbox, Crackle, and Chicken Soup for the Soul. In addition, the company operates Redbox Free Live TV, a free ad-supported streaming television service (FAST), with over 160 channels as well as a transaction video on demand (TVOD) service, and a network of approximately 32,000 kiosks across the US for DVD rentals. To provide original and exclusive content to its viewers, the company creates, acquires, and distributes films and TV series through its Screen Media and Chicken Soup for the Soul TV Group subsidiaries. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous book series and produces super-premium pet food under the Chicken Soup for the Soul brand name. New York, New York-based Rosenfield and Company, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 19, 2024, citing that the Company has suffered significant losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CIDARA THERAPEUTICS: Reports $22.9 Million Net Loss in 2023 ----------------------------------------------------------- Cidara Therapeutics, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss and comprehensive loss of $22.93 million on $63.90 million of total revenues for the year ended Dec. 31, 2023, compared to a net loss and comprehensive loss of $33.58 million on $64.45 million of total revenues for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $67.03 million in total assets, $75.24 million in total liabilities, and a total stockholders' deficit of $8.21 million. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 22, 2024, citing that the Company has suffered net losses and negative cash flows from operating activities since its inception and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Cidara stated, "Our primary sources of liquidity are our cash and cash equivalents, as well as the cash flows generated from our partnerships with Mundipharma and Janssen, our license to Melinta, and equity financings. We have devoted our resources to funding research and development programs, including research, preclinical and clinical development activities. "Our ability to fund future operating needs will depend on a combination of equity, debt or other financing structures, receipt of payments under the Mundipharma Collaboration Agreement, the Janssen Collaboration Agreement and the Melinta License Agreement, as well as potentially entering into other collaborations, strategic alliances or licensing arrangements with third parties or receiving government and/or charitable grants or contracts. Our ability to raise additional capital may also be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the U.S. and worldwide from geopolitical and macroeconomic events, including global pandemics, the ongoing Russia-Ukraine conflict and related sanctions, the Israel-Hamas war, and bank failures." Management Comments "2023 included significant accomplishments throughout our business within both our Cloudbreak drug-Fc conjugate (DFC) and our REZZAYO (rezafungin) programs," said Jeffrey Stein, Ph.D., president and chief executive officer of Cidara. "With respect to our DFC platform, we continue to generate and present compelling data from our oncology programs as well as our CD388 influenza program partnered with Janssen. We have multiple key catalysts expected this year, including the filing of an Investigational New Drug Application (IND) in mid-2024 for CBO421, a potential best-in-class inhibitor of CD73. We recently presented promising new data on CD73/PD-1 multispecific DFC, CCR5-targeting DFC and CBO421 at the American Association for Cancer Research (AACR) Annual Meeting." Dr. Stein continued, "Most recently, REZZAYO was approved in the European Union (EU) and United Kingdom (UK) for the treatment of invasive candidiasis in adults, earning milestone payments of approximately $11.1 million and $2.8 million, respectively. In addition, enrollment was completed in the Phase 3 ReSTORE trial in China evaluating the efficacy and safety of rezafungin as a treatment for candidemia and invasive candidiasis, bringing us one step closer to making this important drug available to an even broader global patient population." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1610618/000161061824000041/cdtx-20231231.htm About Cidara Therapeutics Headquartered in San Diego, California, Cidara Therapeutics -- visit www.cidara.com -- is using its proprietary Cloudbreak platform to develop novel drug-Fc conjugates (DFCs). These targeted immunotherapies offer the unique opportunity to create "single molecule cocktails" comprised of targeted small molecules and peptides coupled to a human antibody fragment (Fc). DFCs are designed to save lives and improve the standard of care for patients facing cancers and other serious diseases by inhibiting specific disease targets while simultaneously engaging the immune system. In addition, Cidara received FDA and EC approval for REZZAYO (rezafungin for injection), which it has licensed to multiple partners to commercialize in the U.S. and ex-U.S. CIDARA THERAPEUTICS: To Restate Previously Filed Financial Reports ------------------------------------------------------------------ Cidara Therapeutics, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 11 and April 15, 2024, the Audit Committee of the Board of Directors of the Company, determined, based on management's recommendation and after consultation with Ernst & Young LLP, the Company's independent registered public accounting firm, that the Company's previously issued audited consolidated financial statements for the fiscal years ended Dec. 31, 2021 and 2022 included in the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2022, and each of the Company's previously issued unaudited condensed consolidated financial statements included in the Company's Quarterly Reports on Form 10-Q for each of the quarterly periods in 2022 and 2023 filed with the United States Securities and Exchange Commission, should no longer be relied upon and should be restated. In connection with preparing its audited consolidated financial statements for the year ended Dec. 31, 2023, and through its financial control processes of evaluating indirect taxation consequences upon the first commercial sale of REZZAYO (rezafungin for injection) in 2023, the Company determined that it had a legal obligation for indirect taxation in various tax jurisdictions outside of the U.S. based on its supply chain activities in 2023 and prior years. As a result, the Audit Committee concluded that, in prior years the Company did not appropriately account for indirect taxes which led to understatements of accrued liabilities and operating expenses during the impacted periods. The Company expects the restatement will include the recording of an accrued liability for indirect taxes, and the related interest and penalties, of approximately $7.6 million and $11.5 million, an increase in operating expenses of approximately $3.7 million and $3.9 million, and an increase in beginning accumulated deficit of approximately $3.9 million and $7.6 million, for fiscal years 2021 and 2022, respectively. Based on the Company's initial analysis, it does not currently believe these indirect tax liabilities are likely to have a material impact on cash and cash equivalents in 2024. The Company has performed an initial analysis in conjunction with external indirect tax consultants and experts and the Company currently believes that upon complying with the reporting requirements of the tax authorities in the concerned jurisdictions, the indirect tax liability payable in cash could potentially be settled for an amount significantly less than the accrued liabilities for indirect taxes and the Company does not currently expect it will have a material impact on cash and cash equivalents. To the extent that any accrued indirect taxes are ultimately determined to not be due and payable, then any associated liabilities and related operating expenses will be reversed in future periods and no payment of cash to the concerned tax authorities would be required. The preliminary evaluation provided above is subject to the completion of the Company's restatement analysis and financial close and reporting process, as well as the financial statement audits and reviews for the Prior Financial Statements. While the Company believes that the foregoing description fairly represents the expected impact of the restatements on the Company's prior results of operations, further adjustments may arise, and the restated Prior Financial Statements will reflect any such additional adjustments. As a result of the information described above, the Company's management has concluded that the Company's disclosure controls and procedures were not effective at the reasonable assurance level and the Company's internal control over financial reporting was not effective as of the end of each of the periods covered by the restatement. In connection with the restatements as described above, the Company has identified a material weakness in internal control over financial reporting because a review control over the evaluation of applicable accounting standards and assessment of indirect tax accrued liabilities, was not designed effectively. The Company currently plans to complete the restatement analysis and present restated financial statements for the impacted periods in its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2023 as soon as reasonably practicable, and expects to make such filing in the near term. About Cidara Therapeutics Headquartered in San Diego, Calif., Cidara Therapeutics -- www.cidara.com -- is a biotechnology company focused on the discovery, development and commercialization of long-acting therapeutics designed to transform the standard of care for patients facing serious diseases. The Company is focused on infectious diseases and oncology. Its lead product candidate is rezafungin (trade name REZZAYO), an intravenous formulation of a novel echinocandin antifungal. Rezafungin is being developed as a once-weekly, high-exposure therapy for the treatment and prevention of serious, invasive fungal infections. In its Quarterly Report for the three months ended Sept. 30, 2023, Cidara disclosed that based on its current business plan, its existing cash and cash equivalents will not be sufficient to fund its obligations for the next 12 months, which raises substantial doubt about its ability to continue as a going concern. The Company's ability to execute its operating plan depends on its ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. CITY BREWING: S&P Lowers ICR To 'SD' on Distressed Debt Exchange ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based beverage co-manufacturer City Brewing Co. LLC to 'SD' (selective default) from 'CCC' and its issue-level rating on its term loan B to 'D' from 'CCC'. S&P said, "We view the restructuring as distressed. Under the terms of the restructuring, a group of the company's lenders exchanged their term loan B commitments for a mix of first-lien, first-out and first-lien, second-out term loans at a slight discount to par. We believe the remaining lenders that did not participate in the initial exchange have now been invited to participate, though at a more material discount. In our view, City Brewing's existing lenders will receive less than they were originally promised, which leads us to view the transaction as tantamount to a default." The nonconsenting lenders will lose collateral protections. Under the transaction, City Brewing will move assets to a new legal entity and borrow against them. The new legal entity will also receive $115 million of new first-lien, first-out debt, which it will mostly use to repay the company's outstanding revolver borrowings. As a result, the new money lenders will have a higher priority position than the existing consenting lenders, which will have a mix of first- and second-out debt. The term loan B lenders that elect not to participate in the exchange will have a reduced claim on collateral, diminishing their recovery prospects. S&P said, "We do not view the revolving credit facility as distressed. We understand that the lenders of the company's revolving credit facility have agreed to upsize their commitments to $120 million, from $100 million, and extend the facility's maturity by a year to April 2027. We believe the revolving lenders have maintained the same priority collateral position as they did prior to the transaction. Therefore, we view the restructuring as a selective default. "We expect to reassess our ratings on City Brewing upon the completion of the transaction. We plan to reassess our issuer credit rating and issue-level ratings on the company over the near term. We will shortly review City Brewing's credit profile and reassess our recovery ratings based on its new capital structure." CLEARSIGN TECHNOLOGIES: Prices $9.3 Million Public Offering ----------------------------------------------------------- ClearSign Technologies Corporation announced the pricing of an underwritten public offering of 4,620,760 shares of its common stock and redeemable warrants to purchase up to an aggregate of 4,620,760 shares of its common stock at a public offering price of $0.91 per share and $0.01 per accompanying warrant. The warrants will have an exercise price of $1.05 per share, are exercisable immediately upon issuance and redeemable upon certain conditions and will expire five years following the date of issuance. In connection with the offering, ClearSign has granted the underwriters a 45-day option to purchase up to an additional 15% of shares of common stock or shares of common stock and accompanying warrants at the public offering prices, less underwriting discounts and commissions. In a private placement to be completed concurrently with the completion of the public offering, ClearSign will issue to an accredited investor an aggregate of 5,405,405 shares of common stock (or pre-funded warrants in lieu thereof) and redeemable warrants to purchase up to 8,108,108 shares of common stock. The offering prices in the private placement are $0.91 per share and $0.015 per one and a half warrant. The redeemable warrants issued in the private placement will be exercisable at an exercise price of $1.05 per share, will be exercisable beginning six months after issuance, redeemable upon certain conditions and expire five years from the date of issuance. Public Ventures, LLC is acting as the sole book-running manager for the public offering and as a placement agent for the private placement. ClearSign expects to receive aggregate gross proceeds from the public and private offering, excluding the exercise of the underwriters' overallotment option, of approximately $9.3 million, excluding underwriting and placement agent discounts and commissions and other offering-related expenses. Both offerings are expected to close on or about April 23, 2024, subject to customary closing conditions. ClearSign intends to use the net proceeds from the offerings for working capital, research and development, marketing and sales, and general corporate purposes. The securities in the public offering are being offered pursuant to a prospectus supplement and an accompanying base prospectus forming part of a shelf registration statement on Form S-3 (File No. 333-265967), which was previously filed with the Securities and Exchange Commission and became effective on Aug. 12, 2022. A preliminary prospectus supplement and accompanying base prospectus relating to the public offering was filed with the SEC and is available on the SEC's website at www.sec.gov. A final prospectus supplement relating to the public offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying base prospectus may be obtained for free by contacting Public Ventures, LLC, 14135 Midway Rd, Suite G-150, Addison, TX, 75001, by email at info@publicventures.com or by telephone at (945) 262-9010. The private placement is being conducted pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933 and/or Rule 506(b) promulgated thereunder. About ClearSign Technologies Headquartered in Tulsa, Oklahoma 74133, ClearSign Technologies Corporation -- www.clearsign.com -- designs and develops products and technologies for the purpose of improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety and overall cost-effectiveness. The Company's patented technologies, embedded in established OEM products as ClearSign Core and ClearSign Eye and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. Santa Monica, California-based BPM CPA LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. COMMSCOPE HOLDING: Appoints Jennifer Crawford as Senior VP, CAO --------------------------------------------------------------- CommScope Holding Company, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Board of Directors of the Company appointed Jennifer L. Crawford as Senior Vice President and Chief Accounting Officer of the Company, effective April 18, 2024. In this role, Crawford will be the Company's principal accounting officer, replacing Laurie S. Oracion, who the Company previously announced will be leaving the Company. Crawford has served as Segment CFO for the Company's Connectivity & Cable Solutions segment since 2021. From 2018 to 2021, she served as Segment CFO for various other business segments of the Company. From 2014 to 2018, she served in the Company's investor relations function. Crawford holds a Bachelor of Science in Business Administration degree, majoring in Accounting, from Ohio Northern University. Effective as of April 18, 2024, the Compensation Committee of the Board of Directors approved an increase in Crawford's base salary to $355,000 per year and an increase in her target annual bonus amount to 55% of base salary, subject to achievement of performance goals established by the Committee. Crawford will continue to participate in the Company's Long-Term Incentive Plan, as described in the Company's proxy statement, and the Committee increased her annual target award opportunity to $300,000. Crawford will enter into the Company's standard indemnification agreement, the form of which was previously filed as Exhibit 10.22 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 333-190354), filed with the SEC on September 12, 2013. Crawford also will enter into the Company's standard severance protection agreement for new executive officers. The initial term of her agreement will continue until December 31, 2026, and will automatically extend by one year on January 1 of each year unless the Company or Crawford gives notice of non-renewal at least ninety days prior to such date, except that following a change in control of the Company (as defined in the agreement) the term may not expire prior to twenty-four months after such change in control. The severance protection agreement provides that, in the event that Crawford's employment is terminated during the term (i) by the Company for any reason other than for cause, death or disability or (ii) by Crawford for good reason (which definition includes, among other things, a material diminution in title or duties and a material reduction in salary or target annual bonus), she will be entitled to receive accrued compensation, any bonus or incentive compensation that has been earned but not paid prior to the termination date, and each of the following: * severance equal to one times her base salary at the time of the termination ("Base Salary"), payable in equal installments, in accordance with the Company's normal payroll practices, during the twelve-month period following the termination date; provided that if such termination occurs within twenty-four months following a change in control of the Company, the severance amount will be one times the sum of her Base Salary and her target bonus for the year in which the termination occurs (or for the immediately preceding year if her target bonus for the year in which the termination occurs has not been approved at the time of the termination date), paid in a single lump sum; and * payment for continuation of her dependents' health benefits under COBRA for the earlier of twelve months or when she is no longer eligible for COBRA health continuation coverage. In addition, if Crawford's employment is terminated during the term and within twenty-four months following a change in control of the Company (i) by the Company by reason of her disability, (ii) by reason of her death, (iii) by the Company without cause, or (iv) by her for good reason, she will be entitled to receive a pro rata bonus for the year in which the termination date occurs, based on the actual bonus she would have been paid for such year had she remained employed through the payment of such bonus. Further, if Crawford's employment is terminated by the Company other than for cause at any time prior to the date of a change in control of the Company and such termination (i) occurred after the Company entered into a definitive agreement, the consummation of which would constitute a change in control of the Company or (ii) she reasonably demonstrates that such termination was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a change in control, such termination will be deemed to have occurred after a change in control for purposes of determining her termination benefits. Payment of the termination benefits require Crawford to execute and not revoke a release of claims within forty-five days following her termination date and to comply with the restrictive covenants in the severance protection agreement. These covenants include confidentiality provisions and other restrictive covenants whereby Crawford agreed not to compete with the Company, not to recruit certain of the Company's employees and independent contractors, and not to solicit certain of the Company's customers, within certain areas over a period of one year following her termination date. About CommScope Holding Headquartered in Hickory, North Carolina, CommScope Holding Company, Inc. -- https://www.commscope.com -- is a global provider of infrastructure solutions for communication, data center and entertainment networks. The Company's solutions for wired and wireless networks enable service providers, including cable, telephone and digital broadcast satellite operators and media programmers to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. CommScope reported a net loss of $1.45 billion in 2023, a net loss of $1.28 billion in 2022, a net loss of $462.6 million in 2021, and net loss of $573.4 million in 2020. * * * As reported by the TCR on Nov. 22, 2023, S&P Global Ratings lowered its issuer credit rating on Network infrastructure provider CommScope Holding Co. Inc. to 'CCC' from 'B-' and removed the ratings from CreditWatch with negative implications, where they were placed on Oct. 31, 2023. S&P revised the outlook to negative. The negative outlook reflects S&P's view that CommScope's expected weak financial performance of leverage above the 10x area and low FOCF generation in 2023 and 2024 will increase the risk of a distressed exchange or buyback within the next 12 months to address upcoming maturities. As reported by the TCR on March 15, 2024, Moody's Ratings downgraded CommScope Holding Company, Inc.'s (CommScope) ratings including the corporate family rating to Caa2 from B3. The ratings downgrade primarily reflects the increasing risk of a capital restructuring including a distressed exchange of some or all of the company's debt, with maturities approaching including the company's senior notes in June 2025 and secured debt in March and April of 2026. CORRELATE ENERGY: Secures $800K Bridge Loan From Clearview Funding ------------------------------------------------------------------ Correlate Energy Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received funding from a Bridge Loan and Security Agreement entered into with Clearview Funding Group LLC on March 26, 2024. Pursuant to the terms of the Agreement, the Company borrowed an aggregate of $800,000 from the Lender and is required to repay to Lender a total of $1,080,000. The Repayment Amount will be made to Lender over a period of 48 weeks on a weekly basis. The Company shall pay $7,375 per week during the first 12 weeks and $27,375 per week for the next 36 weeks. In connection with the Agreement, the Company has granted a security interest to Lender in certain of the Company's assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company seeks to repay the Repayment Amount within 120 days from April 10, 2024, the Lender has agreed to provide the Company an early prepayment discount. In connection with the Agreement, the Company agreed to issue 100,000 shares of its common stock to the Lender as a commitment fee. About Correlate Correlate Energy Corp. (OTCQB: CIPI), formerly Correlate Infrastructure Partners Inc., together with its subsidiaries, is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions North America. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. Dallas, Texas-based Turner, Stone & Company LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. COSMOS HEALTH: Gets Nasdaq Notice on Late Filing of Form 10-K ------------------------------------------------------------- Cosmos Health Inc. announced that it received a notification letter from The Nasdaq Stock Market LLC stating that because the Company has not yet filed its Annual Report on Form 10-K for the period ended Dec. 31, 2023, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The Nasdaq letter has no immediate effect on the listing of the Company's shares. As a non-compliant company, an indicator reflecting the Company's non-compliance will be broadcast over Nasdaq's market data dissemination network and will also be made available to third party market data providers. Nasdaq's notification letter states that the Company has 60 calendar days from April 17, 2024, to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the Company's plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for filing the Form 10-K to regain compliance. If Nasdaq does not accept the Company's plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel. The Company intends to resolve the deficiency and regain compliance with the Nasdaq Listing Rules. Greg Siokas, chief executive officer of Cosmos Health, stated: "Our team is diligently working towards regaining compliance with the Nasdaq Listing Rules. We expect to achieve compliance in short order." About Cosmos Health Inc. Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada, is a diversified, vertically integrated global healthcare group. The Company owns a portfolio of proprietary pharmaceutical and nutraceutical brands, including Sky Premium Life, Mediterranation, bio-bebe and C-Sept. Through its subsidiary Cana Laboratories S.A., licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency, it manufactures pharmaceuticals, food supplements, cosmetics, biocides, and medical devices within the European Union. Cosmos Health also distributes a broad line of pharmaceuticals and parapharmaceuticals, including branded generics and OTC medications, to retail pharmacies and wholesale distributors through its subsidiaries in Greece and the UK. Furthermore, the Company has established R&D partnerships targeting major health disorders such as obesity, diabetes, and cancer, enhanced by artificial intelligence drug repurposing technologies, and focuses on the R&D of novel patented nutraceuticals, specialized root extracts, proprietary complex generics, and innovative OTC products. Cosmos Health has also entered the telehealth space through the acquisition of ZipDoctor, Inc., based in Texas, USA. With a global distribution platform, the Company is currently expanding throughout Europe, Asia, and North America, and has offices and distribution centers in Thessaloniki and Athens, Greece, and in Harlow, UK. For the nine-month period Sept. 30, 2023, the Company had revenue of $37,537,003, net loss of $4,790,597 and net cash used in operations of $16,587,726. Additionally, as of Sept. 30, 2023, the Company had positive working capital of $23,901,453, an accumulated deficit of $71,038,463, and stockholders' equity of $44,195,740. It is management's opinion that these conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of 12 months from the date of its filing. CREATIVE REALITIES: Records All-Time Revenue of $14.5M For Q4 2023 ------------------------------------------------------------------ Creative Realities, Inc. has unveiled its latest Presentation Deck, showcasing remarkable achievements, including: * All-time record revenue of $14.5 million ($15.4 million) and $45.2 million ($46.1 million*) for the fourth quarter and full year 2023, respectively * All-time record gross profit of $7.5 million and $22.2 million for the fourth quarter and full year 2023, respectively * All-time record Adjusted EBITDA** of $2.8 million and $5.1 million for the fourth quarter and full year 2023, respectively * Annual recurring revenue ("ARR") rose to an all-time high of a $16.3 million run rate exiting 2023; Company increasing 2024 exit run rate guidance to $20.0 million from $18.0 million * Significant de-levering/ strengthening of the balance sheet A copy of the presentation is available at https://tinyurl.com/6w2d2nr7 About Creative Realities Creative Realities, Inc. -- http://www.cri.com-- helps clients use place-based digital media to achieve business objectives such as increased revenue, enhanced customer experiences, and improved productivity. The Company designs, develops and deploys digital signage experiences for enterprise-level networks, and is actively providing recurring SaaS and support services across diverse vertical markets, including but not limited to retail, automotive, digital-out-of-home (DOOH) advertising networks, convenience stores, foodservice/QSR, gaming, theater, and stadium venues. Louisville, Kentucky-based Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company in experiencing difficulty in generating sufficient cash flow to service its debt and contingent consideration obligations, which raises substantial doubt about its ability to continue as a going concern. CYMA CLEANING: Unsecured Creditors to Split $1K in Plan ------------------------------------------------------- Cyma Cleaning Contractors, Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a First Disclosure Statement for Plan of Reorganization dated April 15, 2024. CYMA is a corporation dedicated to the business of managing and renting income generating property. Cyma owns a real property located at Carr 848 Km 2 Local 199 Saint Just Trujillo Alto, PR 00976. Due to different catastrophic events, first Hurricanes Irma and Maria and then the COVID19 Pandemic, the Debtor was unable to meet the exacting demands of First Bank. Cyma sought bankruptcy protection with the intent to reorganize the mortgage loan with First Bank and establish a payment plan for the satisfaction of any debt allegedly owed to Hacienda and the other creditors. The instant case proposes to pay the unsecured creditors a distribution in excess of $1,000.00 to be paid on the first day of the second month following the Effective Date of the Plan. The Debtor proposes to do so mainly by and through the monthly income from CYMA's postpetition operations. Class 4 Claim consists of the Allowed General Unsecured, if any, allowed under Section 502 of the Code. This Class consists of the prepetition unsecured claims against the Debtor, to the extent Allowed, if any. It is estimated that Allowed Class 4 General Unsecured Claims will be in the amount of $185,974.86. The Allowed Class Four Claims shall be satisfied via a single lump sum payment of $1,000.00 to be paid on the first day of the second month following the Effective Date of the Plan. This Class is impaired. Class 5 consists of the Debtors' Equity (Ownership) Interest over Property of the Estate. The Debtor will retain its Ownership Interest in the Property of the Estate. The Plan establishes that the Plan will be funded from the proceeds generated by the operating business of the Debtor, CYMA. It generally consists of the Debtor's funds generated from the business of managing and renting an income generating property. The Debtor will contribute its cash flow to fund the Plan commencing on the Effective Date of the Plan and continue to contribute through the date that Holders of Allowed Class 1 through Class 4 Claims receive the payments specified for in the Plan. The Post-Confirmation Managers of the Debtor shall be CYMA's officers, Ivelisse Gonzalez and Felipe Gonzalez. The Debtor will be in charge of administering the estate notwithstanding a non unanimously consented Plan. A full-text copy of the Disclosure Statement dated April 15, 2024 is available at https://urlcurt.com/u?l=pJ1Gxc from PacerMonitor.com at no charge. Debtor's Counsel: William Rivera Velez, Esq. The Batista Law Group, PSC P.O. Box 191059 San Juan, PR 00919 Telephone: (787) 620-2856 Facsimile: (787) 777-1589 E-mail: wrv@batistasanchez.com About CYMA Cleaning Contractors CYMA Cleaning Contractors, Inc. is a corporation dedicated to the business of managing and renting income generating property. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-01377) on May 16, 2022, listing as much as $1 million in both assets and liabilities. Jose A. Diaz Crespo serves as Subchapter V trustee. Jesus E. Batista Sanchez, Esq., at The Batista Law Group, PSC and Jimenez Vazquez & Associates, PSC serve as the Debtor's legal counsel and accountant, respectively. DACO FIRE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: DACO Fire Equipment, Inc. 201 Avenue R Lubbock, TX 79415-4064 Chapter 11 Petition Date: April 24, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-50087 Judge: Hon. Robert L. Jones Debtor's Counsel: Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 7320 N. MoPac Expressway 400 Austin, TX 78731 Tel: (512) 653-1009 E-mail: ssather@bn-lawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Wesley Dobmeier 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/2SKYMZY/DACO_Fire_Equipment_Inc__txnbke-24-50087__0001.0.pdf?mcid=tGE4TAMA DELTA TOPCO: S&P Affirms 'B-' ICR on Proposed Debt Issuance ----------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on U.S.-based provider of network automation solutions, Delta Topco Inc. (d/b/a Infoblox), its 'B-' issue-level rating on the company's $200 million revolving credit facility and its 'CCC' issue-level rating on the company's $455 million second-lien term loan maturing in 2030. Simultaneously, S&P assigned its 'B-' issue-level rating on the company's proposed $1.69 billion first-lien term loan maturing in 2029. S&P said, "The stable outlook on Infoblox reflects our view that despite the dividend recap transaction, the company will generate positive free cash flow over the next 12 months with free operating cash flow (FOCF)/debt improving to 5% during fiscal 2025. We expect the company's revenues to grow by double-digit percent and EBITDA margins to improve as the company benefits from its renewal flywheel. In addition, we expect Infoblox will maintain its leadership position in the DDI market and continue to increase the portfolio of subscription-based offerings in its DDI and DNS security segments. "We expect Infoblox's financial metrics to improve during fiscal 2025. Infoblox is currently benefitting from the renewal flywheel with new contracts being signed at higher contract values in fiscal 2024. Average contract length (ACL) has stabilized at less than 1.5 years (coming down from 2.7 years). While this transition to shorter contract durations over the past two years led to negative free cash flow generation in fiscal 2023, the company has focused on growing its annual recurring revenues (ARR) base, thereby making Infoblox a more predictable business. We expect the company's free cash flow to be about 3% in fiscal 2024 and improve to about 5% in fiscal 2025. The company's margin profile has also started to improve the past couple of quarters and we expect it to reach the high-30% area in 2025, supported by cost-optimization efforts such as streamlining cloud base systems and shifting to low-cost centers. As a result, we expect leverage to drop under 7x by fiscal 2025. "Infoblox should be able to absorb the additional interest expense from the dividend recap transaction. We expect Infoblox to maintain adequate liquidity, supported by $80 million of balance sheet cash, improving free cash flow generation, and access to its $200 million revolving credit facility. We expect the incremental debt issuance will increase annual interest expense by about $40 million. Nonetheless, we expect about $100 million of free cash flow in fiscal 2025, supported by revenue growth and improving margins. "The stable outlook on Infoblox reflects our view that despite the dividend recap transaction, the company will generate positive free cash flow over the next 12 months with FOCF/debt improving to 5% during fiscal 2025. We expect the company's revenues to grow by double-digit percent and EBITDA margins to improve as the company benefits from its renewal flywheel. In addition, we expect Infoblox will maintain its leadership position in the DDI market and continue to increase the portfolio of subscription-based offerings in its DDI and DNS security segments. "We could lower our rating on Infoblox if it faces lower-than-expected renewal rates and weaker product sales due to increasing competition and pricing pressure in its core DDI offering such that its free operating cash flow materially declines and we view its capital structure as unsustainable." S&P could consider raising our rating on Infoblox over the long term if it continues to see ARR growth, improving profitability and achieves the following metrics: -- S&P Global Ratings-adjusted leverage below the mid-7x area; -- Reported free cash flow to debt of more than 5%; and -- We would also expect the company to maintain financials metrics at these levels through future mergers and acquisitions (M&A) and shareholder returns. S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Infoblox, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." DIGIPATH INC: Changes Name to Hypha Labs Inc. --------------------------------------------- Digipath, Inc. disclosed in Form 8-K Report filed with the U.S. Securities and Exchange Commision that (a) effective March 12, 2024, the Company, now known as Hypha Labs, Inc., amended Article 1 of its Articles of Incorporation to change its name from Digipath, Inc. to Hypha Labs, Inc. following the Company's sale on February 20, 2024, of its testing business operated by its subsidiary, Digipath Labs, Inc. The Digipath name will carryover to the new owner of the Digipath testing business. The Company also plans to change its OTC trading symbol from DIGP in the near future. Pursuant to N.R.S. 78.390 (1)(a), no action by the stockholders is required if the proposed amendment to the articles of incorporation of a Nevada corporation consists only of a change in name of the corporation. About DigiPath Headquartered in Las Vegas, Nevada, Digipath, Inc., now known as Hypha Labs, Inc. -- www.digipath.com -- offers full-service testing lab for cannabis, hemp and ancillary cannabis and hemp-infused products serving growers, dispensaries, caregivers, producers, patients, and eventually all end users of cannabis and botanical products. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has an accumulated deficit, recurring losses from operations and has cash on hand that may not be sufficient to sustain its operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. DIGITAL MEDIA: Clairvest Group, 3 Others Report Stakes ------------------------------------------------------ In a Schedule 13D/A filed with the U.S. Securities and Exchange Commission, the following entities and individuals disclosed that as of December. 31, 2023, they beneficially owned shares of Digital Media Solutions Inc.'s Class A Common Stock. The shares owned are as follows: Reporting Person Shares owned Percent of Class Clairvest Group Inc. 1,420,426 47.7% Clairvest Equity Partners V Limited Partnership 832,526 28.2% CEP V Co-Investment Limited Partnership 424,536 14.5% CEP V-A DMS AIV Limited Partnership 158,058 5.4% A full-text copy of the Report is available at https://tinyurl.com/5ebmatw4 About Digital Media Headquartered in Clearwater, Fla., Digital Media Solutions Inc. (NYSE: DMS) -- @digitalmediasolutions.com -- is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. The Company reported a net loss of $122.69 million for the year ended Dec. 31, 2023, compared to a net loss of $52.50 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $147.28 million in total assets, $345.30 million in total liabilities, $16.65 million in convertible redeemable preferred stock, and a total deficit of $214.66 million. * * * As reported by the TCR on Sept. 1, 2023, S&P Global Ratings raised its issuer credit rating on U.S.-based digital advertising solutions provider Digital Media Solutions Inc. (DMS) to 'CCC' from 'SD' (selective default). S&P said, "In our view, DMS will be dependent on favorable economic and business conditions over the next 12 months to meet its financial obligations." DIOCESE OF ROCHESTER: Updates Abuse Claims Pay; Files Amended Plan ------------------------------------------------------------------ The Diocese of Rochester and the Official Committee of Unsecured submitted a Fourth Amended Joint Chapter 11 Plan of Reorganization dated April 15, 2024. This Plan provides for the financial restructuring of the Diocese and the settlement of all, or substantially all, Claims against the Diocese, including, without limitation, the settlement of all Abuse Claims against the Diocese and the Participating Parties. The Plan provides for payment in full of all Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Professional Fee Claims, and U.S. Trustee Fee Claims, leaves unimpaired any Allowed Secured Claims or Pass-Through claims, provides for deferred payments equal to the full Allowed amount of any General Unsecured Claims, and establishes the Abuse Claims Settlement Fund to be held by the Trust to compensate holders of Abuse Claims. Inbound Contribution Claims are disallowed and extinguished pursuant to the Plan. The Plan's treatment of Abuse Claims represents the culmination of nearly 4 years of negotiation between the Diocese and the Committee in its capacity as an advocate on behalf of all Abuse Claimants and has been approved by the Committee in consultation with attorneys who collectively represent approximately 70% of all Abuse Claimants who have asserted Abuse Claims against the Diocese ("State Court Counsel"). The Plan provides that funding for the Trust and the Abuse Claims Settlement Fund will be provided from, among other potential sources of recovery, a cash contribution by the Diocese and other Participating Parties in the aggregate amount of $55 million, and insurance settlement payments paid pursuant to Insurance Settlement Agreements with various Settling Insurers. As of the date of this Plan, the Diocese and the Committee have agreed to accept a total of $71.35 million in settlement payments from four Settling Insurers, LMI, Underwriters, Interstate, and First State, in exchange for entering into Insurance Settlement Agreements with respect to their respective Insurance Policies. Like in the prior iteration of the Plan, the Reorganized Diocese shall pay each holder of an Allowed General Unsecured Claim, Cash in two installments each equal to 50% of the Allowed amount of such General Unsecured Claim with the first payment to occur on, or as soon as reasonably practicable after the later of (a) the Effective Date, and (b) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, and the second payment to occur on, or as soon as reasonably practicable after the date that is six months after the date of the first payment. Class 4 Claims include all asserted and unasserted Abuse Claims. On the Effective Date and subject to the Plan provisions, the Trust shall assume liability for all Abuse Claims, including Adult Abuse Claims and Future Claims, in accordance with and under the Plan and Trust Documents. Distributions shall be made to holders of Abuse Claims on a fair and equitable basis, pursuant to and in accordance with the terms of this Plan and the Trust Documents. The Trust will initially distribute at least $105 million to First Group Abuse Claimants and will reserve at least $17.5 million to fund operational expenses and costs of litigation with CNA and $3,576,500 as a reserve for payment of Second Group Abuse Claims. Class 4 Claimants shall have their Claims treated in accordance with the Allocation Protocol which shall provide as follows: * The Abuse Claims Reviewer shall review of each of the Abuse Claims (as and when such Claims may be filed) and, according to the guidelines, make determinations upon which individual monetary distributions will be made subject to the Plan and the Trust Documents. The Abuse Claims Reviewer's review as to each Abuse Claimant shall be the final review, subject only to reconsideration as set forth in the Allocation Protocol. * The Abuse Claims Reviewer shall consider all of the facts and evidence presented by the Abuse Claimant in the Abuse Claimant's filed proof of claim (as the same may have been amended from time to time). Abuse Claimants may provide supplemental evidence and information to the Abuse Claims Reviewer. * The Abuse Claims Reviewer shall consider whether the Abuse Claimant has proven by credible evidence that the Abuse alleged by each Abuse Claimant was perpetrated by a Perpetrator of the Diocese. The Abuse Claims Reviewer shall give notice to the Abuse Claimant and the Trustee if he determines that the Abuse Claimant has not met the burden of proof and will provide the Abuse Claimant a reasonable opportunity to provide facts and/or legal basis to establish that the burden of proof has been met. The Diocese and any Protected Party (other than a Settling Insurer) must cooperate with any reasonable information or discovery request by an Abuse Claimant that is necessary to respond to the Abuse Claims Reviewer's determination that the Abuse Claimant has not met the burden of proof. All Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, General Unsecured Claims, and Pass-Through Claims will be paid by the Diocese or the Reorganized Diocese. All Abuse Claims will be paid solely from the Trust to be established for the purpose of receiving, liquidating, and distributing Trust Assets in accordance with this Plan and the Allocation Protocol. A full-text copy of the Disclosure Statement dated April 15, 2024 is available at https://urlcurt.com/u?l=RKlvQo from Stretto, the claims agent. Counsel to The Diocese of Rochester: Stephen A. Donato, Esq. Charles J. Sullivan, Esq. Grayson T. Walter, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Telephone: (315) 218-8000 Facsimile: (315) 218-8100 E-mail: donatos@bsk.com sullivc@bsk.com walterg@bsk.com James R. Murray, Esq. James Carter, Esq. BLANK ROME LLP 1825 Eye Street NW Washington, DC 20006 Telephone: (202) 420-3409 E-mail: jim.murray@blankrome.com james.carter@blankrome.com Counsel to the Official Committee of Unsecured Creditors James I. Stang, Esq. Ilan D. Scharf, Esq. Iain A. W. Nasatir, Esq. Brittany M. Michael, Esq. PACHULSKI STANG ZIEHL & JONES, LLP 780 Third Avenue, 34th Floor New York, NY 10017-2024 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 E-mail: jstang@pszjlaw.com ischarf@pszjlaw.com inasatir@pszjlaw.com bmichael@pszjlaw.com Timothy W. Burns, Esq. Jesse J. Bair, Esq. BURNS BAIR LLP 10 E. Doty St., Suite 600 Madison, WI 53703 Telephone: 608-286-2808 E-mail: tburns@burnsbair.com jbair@burnsbair.com 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. DISTINCTIVE CORP: Case Summary & 14 Unsecured Creditors ------------------------------------------------------- Debtor: Distinctive Corporation DBA Big Basin Burger Bar DBA Relish Kitchen DBA Alehouse & Bistro DBA Carmel Burger Bar DBA Stubby's Sports Bar 14754 Oak St Saratoga, CA 95070 Chapter 11 Petition Date: April 24, 2024 Court: United States Bankruptcy Court Northern District of California Case No.: 24-50603 Judge: Hon. M. Elaine Hammond Debtor's Counsel: Douglas A. Crowder, Esq. CROWDER LAW CENTER, PC 303 N. Glenoaks Blvd., Suite 200 Burbank, CA 91502 Tel: 213-509-1515 Fax: 877-772-7094 Email: dcrowder@croderlaw.com Total Assets: $34,500 Total Liabilities: $3,149,772 The petition was signed by Jung Albright as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JABNZDI/Distinctive_Corporation__canbke-24-50603__0001.0.pdf?mcid=tGE4TAMA DRTMG LLC: James Coutinho Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed James Coutinho, Esq., at Allen Stovall Neuman & Ashton, LLP as Subchapter V trustee for DRTMG LLC. Mr. Coutinho will be paid an hourly fee of $375 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Coutinho declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: James A. Coutinho, Esq. Allen Stovall Neuman & Ashton, LLP 10 N. Broad Street, Ste. 2400 Columbus, OH 43215 Email: coutinho@asnalaw.com Telephone: (614) 221-8500 About DRTMG LLC DRTMG LLC is primarily engaged in renting and leasing real estate properties. The Debtor owns four single family dwellings and one multi-family home located in Westerville and Columbus, Ohio, having a total current value of $1,789,400. The Debtor filed Chapter 11 petition (Bankr. S.D. Ohio Case No. 24-51398) on April 12, 2024, with $1,789,400 in assets and $1,395,374 in liabilities. Nathanael M. Thompson, president and sole member, signed the petition. Judge Mina Nami Khorrami presides over the case. Kenneth L. Sheppard, Jr., Esq. at Sheppard Law Offices, Co., LPA represents the Debtor as bankruptcy counsel. DYCOM INDUSTRIES: Moody's Affirms 'Ba2' CFR, Outlook Stable ----------------------------------------------------------- Moody's Ratings affirmed Dycom Industries, Inc.'s Ba2 corporate family rating, its Ba2-PD probability of default rating, and the Ba3 rating on its senior unsecured notes. The speculative grade liquidity ("SGL") rating of SGL-2 is unchanged. The rating outlook is stable. RATINGS RATIONALE Dycom's Ba2 CFR is supported by the favorable growth outlook for capital spending in the telecom sector due to increased demand for network bandwidth to ensure reliable video, voice, and data service, and as wireless carriers upgrade their networks contemplating next generation mobile solutions in response to the significant demand for broadband. Dycom's rating also reflects its relatively low leverage and long-standing customer relationships with large telecommunication service companies, which is reflected in its sizeable order backlog which provides revenue visibility. Dycom's rating is constrained by its high degree of customer concentration – with top 5 customers accounting for 57.7% of revenue during FY2024, its dependence on the capital expenditure budgets of major telecommunications and cable television providers, which are subject to both seasonality and cyclicality, and inconsistent free cash flow generation over the years. For FY2025, Moody's expects revenue growth, with stable margins, resulting in modest positive free cash flow. Customer capital spending is expected to increase in FY2025, after seeing some pause in FY2024, although it was less pronounced in the wireline business that Dycom is mainly exposed to. Additionally, Dycom has diversified its customer base, with new customers being added to its mix, which can help smooth out the effects of spending patterns of some of its larger customers. Moody's adjusted leverage was 1.7x at the end of FY2024, which is expected to remain relatively flat in FY2025. The company's leverage and coverage metrics were strong for the Ba2 rating at the end of FY2024 and are expected to remain so in FY2025. However, the company's limited scale, diversity and high customer concentration are a constraint to the rating. The SGL-2 rating reflects Dycom's good liquidity. As of January 2024, the company had $101 million of cash and $602.5 million of availability under its $650 million revolving credit facility which matures in April 2026. Dycom's credit facility is subject to a maximum consolidated net leverage covenant of 3.5x and a minimum consolidated interest coverage ratio covenant of 3.0x. Moody's expect Dycom to generate modest positive free cash flow in fiscal 2025 and expect some of that to be utilized for opportunistic share repurchases or bolt-on acquisitions. Dycom's revolver borrowings could fluctuate on a quarterly basis due to a high degree of seasonality, but its liquidity is supported by ample borrowing capacity, large cash balance, and enhanced by a customer sponsored vendor-payment program. The stable ratings outlook reflects Moody's expectation that Dycom's operating performance will be relatively stable and its credit metrics will continue to support the Ba2 rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Dycom's rating upside is limited by the company's moderate scale and limited end market and customer diversity. However, an upgrade could be considered if the company increases its scale and diversity while maintaining a leverage ratio below 2.0x and interest coverage above 4.0x. Factors that could lead to a downgrade include debt-financed acquisitions, excessive share repurchases, a decline in earnings, or the loss of projects from key customers. A deterioration in liquidity or the expectation that its leverage ratio would be sustained above 3.0x, or interest coverage below 2.5x could also result in a downgrade. Dycom Industries, Inc. (Dycom), located in Palm Beach Gardens, Florida, is a leading provider of specialty contracting services in North America. Dycom provides engineering, construction and maintenance services that assist telecommunication and cable television providers to expand and monitor their network infrastructure. To a lesser extent, Dycom provides underground locating services for telephone, cable, power, gas, water, and sewer utilities. Dycom generated contract revenues of $4.2 billion for the last twelve months ended January 2024 and had a backlog of $6.9 billion as of January 2024. The principal methodology used in these ratings was Construction published in September 2021. ECOVYST CATALYST: Moody's Assigns 'B1' CFR, Outlook Stable ---------------------------------------------------------- Moody's Ratings has assigned a B1 Corporate Family Rating, B1-PD Probability of Default Rating, and stable outlook to Ecovyst Catalyst Technologies LLC reflecting the company's prior asset sales with Ecovyst being the surviving entity. Moody's also affirmed the B1 rating on the senior secured first lien term loan B. Moody's also assigned an SGL-2 Speculative Grade Liquidity (SGL) rating to Ecovyst. The B1 CFR, B1-PD PDR, SGL-2 as well as the stable outlook of PQ LLC have been withdrawn. RATINGS RATIONALE Ecovyst's credit profile is supported by its leading market positions in the regenerated and virgin sulfuric acid production in North America which enjoy good revenue and earning visibility because of the long-term customers commitment and cost pass-through mechanisms in the majority of its contracts. Ecovyst is also a leading provider of specialty catalysts used in the production of polyethylene, transportation fuel and the emission control industries with good growth prospects. Its stable performance, good EBITDA margins and asset-light business model help it to generate good free cash flows and maintain credit metrics at appropriate levels for its rating. Ecovyst's credit profile is constrained by its relatively small scale, limited business line and geographic diversity, and the exposure to economically sensitive end markets including refining, autos, mining and construction. Its financial policy focuses more on shareholder returns and bolt-on acquisitions which will likely limit the improvement in its credit metrics. Ecovyst's business and financial performance remained stable in 2023. The company generated a total revenue of $691 million in 2023, down by 15% YOY from 2022 mainly due to the pass-through of lower sulfur costs and lower sales volume. Excluding the impact of the pass-through of lower raw materials costs, Ecovyst raised its average selling prices across businesses lines, which helped to offset partly the revenue shortfall and to improve its margins. Its Moody's adjusted EBITDA was $222 million, down by 8% YOY from 2022. With solid earnings and modest CapEx, Ecovyst continued to generate good free cash flows of about $70 million, which it applied mainly for share buyback during the year. Consistent with Ecovyst's guidance for 2024, Moody's expect the company will maintain a stable performance in 2024, with its gross leverage as measured by Moody's adjusted debt/EBITDA staying largely flat at 4.0x compared with 4.1x in 2023, driven by the modest demand recovery leading to some EBITDA increase while total debt will remain flat as share buybacks will remain the primary use of its free cash flow. The current level of credit metrics supports Ecovyst's B1 CFR rating. Ecovyst's rating is also supported by its good liquidity as reflected in its SGL-2 Speculative Grade Liquidity rating (SGL). As of December 31, 2023, Ecovyst had about $88 million of cash on the balance sheet and no borrowings under its $100 million ABL facility. The ABL has a springing financial maintenance covenant - the only financial maintenance covenant - which Moody's don't expect the company to trigger over the next 12 months. The term loan does not contain financial covenants. Ecovyst also has alternate forms of liquidity in terms of the Zeolyst joint venture and some assets in non-guarantor foreign subsidiaries. The B1 rating on the company's $900 million senior secured term loan is in line with the company's B1 CFR, reflecting the preponderance of the debt in its capital structure, despite its effective subordination to the $100 million asset-based revolving credit facility. Moody's ranks the revolver ahead of the term loan in Moody's Loss-Given Default framework based on its access to more liquid collateral in a default scenario compared to the Term Loan. The ABL has a first priority lien on current assets and a second priority lien on fixed assets. The Term Loan has a first priority lien on fixed assets and a second priority lien on current assets. RATING OUTLOOK The stable outlook reflects Moody's expectation that Ecovyst will maintain stable business and financial performance and its share buyback and bolt-on acquisitions will be conducted within the scope of its free cash flow generation so the company's credit metrics will remain appropriate for its rating over the next 12~18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the rating if Ecovyst continues to enhance its business scale and diversity while adhering to prudent financial policy. Credit metrics indicative of upgrade pressure includes its adjusted financial leverage below 4.0x and its retained cash flow-to-debt above 15%, both on sustained basis. Moody's could downgrade the rating if Ecovyst's business and financial performance deteriorate or it adopts aggressive financial policy including a large debt-financed acquisition or shareholder returns. Credit metrics indicative of downgrade pressure include adjusted financial leverage above 5.5x, negative free cash flow, or retained cash flow-to-debt below 10%, all on sustained basis. ESG CONSIDERATIONS Environmental, social, and governance factors are important factors influencing Ecovyst's credit quality, but not driver of the actions. Ecovyst's (CIS-4) score indicates that the rating is lower than it would have been if ESG risk exposures did not exist. Ecovyst's environmental risks reflects its manufacturing facilities around the Gulf Coast area and the waste and pollution impacts from its chemical productions, mitigated by the company's products and services in providing sustainability solutions for its customers. Its governance risks mainly stem from its financial policy in favor of shareholder returns than creditors. ISSUER PROFILE Headquartered in Malvern, PA, Ecovyst, is a leading provider of regenerated and virgin sulfuric acid, silica catalysts and technologies. The company operates in two segments: Ecoservices and Catalyst Technologies, which includes the Zeolyst Joint Venture. Ecovyst reported sales of $691 million in 2023. The principal methodology used in these ratings was Chemicals published in October 2023. FGI ACQUISITION: Moody's Upgrades CFR & Senior Secured Debt to B3 ----------------------------------------------------------------- Moody's Ratings upgraded FGI Acquisition Corp.'s ("Flexitallic") corporate family rating to B3 from Caa1 and probability of default rating to B3-PD from Caa2-PD. Concurrently, Moody's upgraded Flexitallic's senior secured bank credit facilities to B3 from Caa1. The outlook is stable. The ratings upgrades reflect solid demand for Flexitallic's sealing solutions, particularly in the downstream oil and gas and industrial end markets. Continued revenue growth will drive incremental improvement in earnings such that adjusted debt/EBITDA will decline by roughly one turn to about 4.5 times over the next 12-18 months. Despite the expiration of an interest rate hedge, Moody's expects that earnings growth will enable Flexitallic to maintain interest coverage as measured by EBITA/Interest at above 1.0 times. Liquidity will remain adequate and be supported by positive free cash flow generation and sufficient cash on hand to partially mitigate weak revolver availability. RATINGS RATIONALE The B3 CFR reflects Flexitallic's solid market position as a supplier of gaskets and other sealing solutions to primarily downstream oil and gas and industrial end markets. About 80% of the company's revenues are aftermarket sales. Customer concentration is limited. Customers' robust safety and regulatory requirements reflect the very critical role of Flexitallic's products. Moody's expects Flexitallic's EBITDA margin of around 20% to remain strong. As a result, adjusted debt/EBITDA will decline to about 4.5 times over the next 12-18 months from 5.5 times as of December 31, 2023. Liquidity will continue to be adequate supported by positive free cash flow generation and good cash on hand. The ratings also reflect Flexitallic's relatively modest revenue base compared to other rated issuers, with total annual revenue of less than $300 million. While Flexitallic's products are somewhat specialized, unit prices are low. The company operates in a fragmented and competitive market. Leveraging event risk is high given the company's private equity ownership. The revolver was recently extended but will still become current later this year and will limit financial flexibility if not addressed. The stable outlook reflects Moody's expectation that Flexitallic will continue to grow revenue and maintain adequate liquidity supported by positive free cash flow of at least $5 million annually over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company can effectively manage its growth, generate sustained positive free cash flow to debt in the mid-single digits, and reduce reliance on its revolver. Debt/EBITDA sustained below 4.5 times and EBITA/interest expense above 2.0 times could also support an upgrade. The ratings could be downgraded if the company's revenue or earnings decline from current levels or if liquidity weakens. Debt/EBITDA sustained above 5.5 times or EBITA/interest expense below 1.0 times could also result in a downgrade. Headquartered in Houston, Texas, Flexitallic manufacturers gaskets and other static sealing solutions for industrial applications. The company operates plants spread across the US, the UK, China, Canada and Thailand and serves diverse end markets including oil & gas, chemicals, construction and other industrial sectors. The company is owned by private equity sponsor Bridgepoint. Revenue for 2023 was $216 million. The principal methodology used in these ratings was Manufacturing published in September 2021. FOCUS UNIVERSAL: Hires Warren Wang as VP, Chief Strategy Officer ---------------------------------------------------------------- Focus Universal Inc. announced that Warren Wang has resigned his position at PX SPAC Capital Inc. and accepted a position at Focus Universal Inc. as chief strategy officer and vice president. Mr. Wang brings over 20 years of experience in financing, listing, and capital operations. He previously served as a board member and chief executive officer of PX SPAC Capital Inc. since February 2022, and as a board member and chief executive officer of PX Capital USA Inc. since March 2019. From March 2019 to January 2022, Mr. Wang served as the chairman and chief executive officer of Hudson Capital Inc, a Nasdaq-listed company. Prior to that role, from July 2018 to March 2019, Mr. Wang also held the positions of chairman and chief executive officer at SSLJ.com Inc., listed on Nasdaq. Mr. Wang obtained an Executive Master of Business Administration degree from Peking University in 2006. Desheng Wang, CEO of Focus Universal Inc. commented on the new position, "We are thrilled about our new appointment of Warren Wang as Chief Strategy Officer. Warren's expertise will play a crucial role in supporting our business expansion and growth. He brings significant and highly relevant experience, along with an outstanding investment community network, which we believe will effectively communicate our value proposition to investors." The Company and Mr. Wang executed an employment agreement on April 5, 2024. The initial term of the Employment Agreement is two years. The Initial Term will automatically renew for an additional one year at the end of the Initial Term upon the mutual agreement of the parties. Mr. Wang's employment is "at will" and, pursuant to the terms of the Employment Agreement, Mr. Wang will receive a base salary of $10,000 a month. About Focus Universal Focus Universal Inc. (NASDAQ: FCUV) is a provider of patented hardware and software design technologies for Internet of Things (IoT) and 5G. The company has developed five disruptive patented technology platforms with 28 patents and patents pending in various phases and 8 trademarks pending in various phases to solve the major problems facing hardware and software design and production within the industry today. These technologies combined to have the potential to reduce costs, product development timelines and energy usage while increasing range, speed, efficiency, and security. Focus currently trades on the Nasdaq Global Markets and is in the Russell 2000 Index. Los Angeles, CA-based Weinberg & Company, P.A.Weinberg & Company, P.A., the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has experienced negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. FORD MOTOR: 6th Cir. Affirms Denial of Warranty Coverage in Boyle ----------------------------------------------------------------- The U.S. Court of Appeals for the Sixth Circuit affirmed a district court ruling entered in the case captioned Kenneth Boyle v. Ford Motor Company, Case No. 23-1452, allowing Ford to deny an express warranty coverage for the repair of Boyle's RV. In 2020, Plaintiff-Appellant Kenneth Boyle bought a recreational vehicle from General RV in Dover, Florida. The RV, manufactured by Thor RV, was built atop a 2021 Ford E-Series Cutaway. But problems arose -- Boyles new RV "almost immediately" pulled left while driving. Boyles spent $169 to fix the alignment and later $855 for the installation of aftermarket parts, called bushings. Ford refused to cover these costs. Ford said it does not cover damage caused by "alteration or modification." Boyle believed Ford's express warranty covers these costs, so he sued Ford on behalf of himself and a putative class. Boyle alleged (1) a breach of express warranty, as well as violations of (2) the Magnuson-Moss Warranty Act (MMWA) and (3) the Florida Deceptive and Unfair Trade Practices Act (FDUTPA). The district court entered a judgment on the pleadings in Ford's favor, and Boyle timely appealed. Boyle's basic argument was that Ford's express warranty requires Ford to pay for tire-alignment maintenance. Ford promises to "replace or adjust certain maintenance items when necessary, free of charge during a limited period," including "[w]heel alignments and tire balancing . . . during the first 12 months or 12,000 miles in service." Boyle owned his RV for less than 12 months and only had 7,553 miles on it. So he argued that Ford must pay for his realignment expenses. The district court found that Boyle's express-warranty claim fails because he did "not allege that the Cutaway was misaligned once it left the Ford factory, but that it became misaligned because of the modifications done by the final manufacturer, Thor RV." The Sixth Circuit held that "there are only two ways to show that Ford must cover the costs for alignment issues: either (1) the Cutaway's alignment was defective when it left Ford's control, or (2) the Cutaway's alignment was off because of normal wear and tear within 12 months or 12,000 miles. Fatal to Boyle's claim, he alleges neither. Indeed, just taking his Complaint at face value, we see allegations that the issues arise once the vehicle is built out. So under his own pleadings, his realignment costs are not covered by Ford's warranty. The district court was thus correct to dismiss this claim." Boyle further argued that the above interpretation renders Ford's warranty "illusory" because then it does not cover the Cutaways at all since they are all incomplete vehicles that always require modification. Because the "Alteration or Modification" provision is illusory, Boyle contended, the "Maintenance/Wear" provision must apply, thus requiring Ford to cover his maintenance costs. To this, the Sixth Circuit ruled that "the district court got it right when it concluded that "the warranty does not exclude coverage for all problems that occur after the vehicle is modified, but only damage caused by alterations or modifications," so because "there are circumstances under which the warranty would provide coverage," -- instances where the Cutaway was defective when it left Ford's control -- "it is not illusory." According to the 11-page opinion penned by Sixth Circuit Judge Nalbandian, "the MMWA and express-warranty claims rise and fall together. If there is no breach of express warranty, there is no MMWA violation . . . Moreover, because Boyle does not sufficiently allege a deceptive or unfair practice, we affirm the district court's dismissal of Boyle's FDUTPA claim." "The district court got it right on all claims, so we AFFIRM," Judge Nalbandian opined. A full-text copy of the ruling is available at https://www.govinfo.gov/content/pkg/USCOURTS-ca6-23-01452/pdf/USCOURTS-ca6-23-01452-0.pdf FRINJ COFFEE: Continued Operations to Fund Plan Payments -------------------------------------------------------- FRINJ Coffee, Incorporated, filed with the U.S. Bankruptcy Court for the Central District of California a Plan of Reorganization for Small Business dated April 15, 2024. The Debtor is a Corporation that was formed in May 2017 by John A. Ruskey III and his co-founding partners Andrew Mullins, Juan Medrano and Lindsey Mesta. Since May 2017, the Debtor has been in the business of processing the coffee cherry and making high-quality coffee. This Plan of Reorganization proposes to pay creditors of the Debtor from business operation, investor contribution, employee retention credit, and other receivable. Class 3 consists of non-priority unsecured creditors. Based on the liquidation analysis and the income valuation of the Debtor's assets, the holders of allowed general unsecured claims will be receiving an estimated TBD% pro-rata distribution through the plan, provided that the total allowed general unsecured claim at $1,008,201.52. The distribution to allowed general unsecured claims will be made monthly, with the first payment of $TBD due on the effective date, followed by 59 consecutive payments, each in the amount of $TBD, to be paid pro-rata to each holder of allowed general unsecured claim. The Debtor's business is seasonal in nature. The Debtor's proposed 5-year projections itemize the Debtor's revenue sources and the expenses for the next 5-years. The Debtor intends to fund its plan from continued operation and growth of its business and from entering into an investment agreement, subject to Court's approval. The Debtor's projections also include employee retention credit and a refund from State Compensation Insurance as additional income to support the Plan's feasibility. A full-text copy of the Plan of Reorganization dated April 15, 2024 is available at https://urlcurt.com/u?l=bsSW0E from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.berger@bankruptcypower.com About FRINJ Coffee FRINJ Coffee, Incorporated, is a coffee production firm that offers coffee plant material, production consulting, post-harvest, and marketing services. The Company creates a transformative experience by connecting coffee drinkers to farmers, propelling the growth of a coffee industry in Southern California. FRINJ currently supports more than 65 farmers who are growing coffee in Santa Barbara, Ventura, and San Diego counties as well as many more property owners who are adding coffee to their crops. FRINJ Coffee filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10044) on Jan. 16, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John A. Ruskey III, chief executive officer, signed the petition. Judge Ronald A. Clifford III oversees the case. The Debtor tapped the Law Offices of Michael Jay Berger as bankruptcy counsel and Hutchinson and Bloodgood LLP as accountant. FTX TRADING: Octopus Information Steps Down as Committee Member --------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 disclosed in a court filing the resignation of Octopus Information Ltd. from the official committee of unsecured creditors in the Chapter 11 cases of FTX Trading Ltd. and its affiliates. The remaining members of the committee are: 1. Zachary Bruch, an individual creditor Attn: Peter S. Partee, Sr., Esq. Hunton Andrews Kurth LLP 200 Park Ave. New York, NY 10166 Phone: (212) 309-1056 Email: ppartee@huntonAK.com 2. Coincident Capital International, Ltd. c/o Sunil Shah 1805 N. Carson City St., Suite X-108 Carson City, NV 89701 Phone: (714) 586-7703 Email: ftxcc@coincidentcapital.com 3. Pulsar Global Ltd. Attn: Michele Wan and Jacky Yip Unit 903-905, K11 Atelier Victoria Dockside 18 Salisbury Road, Kowloon Hong Kong Phone: (+852 90176586) michele.wan@pulsar.com jacky.yip@pulsar.com 4. Larry Qian, an individual creditor 5. Wincent Investment Fund PCC Ltd. Attn: Charles Melvin c/o Wincent Capital Management Old Police Station, 120B Irish Town Gibraltar, GX11 1AA Email: legal@wincent.co 6. Wintermute Asia PTE. Ltd. Attn: Legal Department 24 EAN KIAM PLACE Singapore 429115 Email: legal@wintermute.com 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 the next day 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 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index Lawyers at Paul Weiss represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GAUCHO GROUP: Responds to Positive Economic Shifts in Argentina --------------------------------------------------------------- Gaucho Group Holdings, Inc. announced its strategic response to recent economic developments in Argentina. As the gap between Argentina's parallel and official exchange rates narrows, creating a more stable economic environment, Gaucho Holdings projects significant positive impacts on its real estate operations in the region. Amid recent financial reports indicating a narrowing gap between the parallel and official exchange rates in Argentina, Gaucho Group Holdings, Inc. acknowledges the potential shifts in the economic landscape. Since peaking at AR$1,250 on Dec. 23, 2023, two weeks after President Javier Milei took office, the blue rate has fallen significantly, bringing the gap with the official dollar rate (currently AR$869.7) to about 13%. In November 2023, the gap was close to 200%. With this potential impending parity, significant changes in the banking sector's approach to mortgages are anticipated. Gaucho Group Holdings' Chief Operating Officer (Argentina Operations), Sergio Manzur Odstrcil, shared his insights: "We are observing crucial economic indicators that suggest a positive shift within the next 6 to 8 months. As inflation decreases, we anticipate the unification of the dollar value in the market, which we expect will prompt Argentine banks to reintroduce mortgage lending. This development could potentially invigorate the real estate sector, increasing both sales and property values. Our observations are aligned with broader financial trends where sustained inflation reduction and economic stabilization may soon facilitate the return of long-term mortgage loans, which have been absent for years." Scott Mathis, CEO and Founder of Gaucho Group Holdings, commented on the real estate prospects: "The alignment of decreasing inflation with the stabilization of Argentina's financial framework forms a favorable foundation for our real estate ventures. Particularly, our properties at Algodon Wine Estates, and others in San Rafael and Cordoba, are projected to fetch premiums well above current market rates in the coming months. This adjustment is supported by the anticipated increase in real estate activities and the potential shift in banking practices to offer more favorable lending rates. We are poised to significantly contribute to and benefit from these transformative developments in Argentina's economic landscape." Gaucho Holdings remains committed to its strategic initiatives in Argentina, focusing on leveraging the emerging economic conditions to enhance value for its stakeholders and playing a pivotal role in the evolving market dynamics. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s mission has been to source and develop opportunities in Argentina's undervalued luxury real estate and consumer marketplace. The Company has positioned itself to take advantage of the continued and fast growth of global e-commerce across multiple market sectors, with the goal of becoming a leader in diversified luxury goods and experiences in sought after lifestyle industries and retail landscapes. With a concentration on fine wines (algodonfinewines.com & algodonwines.com.ar), hospitality (algodonhotels.com), and luxury real estate (algodonwineestates.com) associated with its proprietary Algodon brand, as well as the leather goods, ready-to-wear and accessories of the fashion brand Gaucho - Buenos Aires (gaucho.com), these are the luxury brands in which Argentina finds its contemporary expression. Gaucho reported a net loss of $21.83 million for the year ended Dec. 31, 2022, compared to a net loss of $2.39 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $18.91 million in total assets, $11.02 million in total liabilities, and $7.89 million in total stockholders' equity. The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months from the date these financial statements are made available. Since inception, the Company's operations have primarily been funded through proceeds received from equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of its financial statements, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. GENESIS GLOBAL: SOF International Out as Committee Member --------------------------------------------------------- The U.S. Trustee for Region 2 disclosed in a notice that as of April 18, these creditors are the remaining members of the official committee of unsecured creditors in the Chapter 11 cases of Genesis Global Holdco, LLC and its affiliates: 1. Teddy Andre Amadeo Gorisse Email: genesis.creditor@gmail.com 2. Digital Finance Group Co. 23 Lime Tree Bay Avenue Grand Cayman, Cayman Island, KY1-1104 Email: Dfg96031@gmail.com 3. Richard R. Weston Email: richardwestondc@gmail.com 4. Mirana Corp. House of Francis, Room 303, ILe Du Port Mahe SC, Seychelles Email: genesisucc@mirana.tech 5. Amelia Alvarez Email: aaucc@proton.me 6. Bitvavo Custody B.V. Keizersgracht 281 1016 ED Amsterdam The Netherlands Email: ucc@bitvavo.com SOF International, LLC was previously identified as member of the creditors committee. Its name no longer appears in the new notice. About Genesis Global Holdco Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GHOST RECYCLING: Mark Politan Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Mark Politan, Esq., at Politan Law, LLC, as Subchapter V trustee for Ghost Recycling Group Inc. Mr. Politan 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. Politan 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 J. Politan, Esq. Politan Law, LLC 88 East Main Street #502 Mendham, NJ 07945 Cell: (973) 768-6072 Email: mpolitan@politanlaw.com About Ghost Recycling Group Ghost Recycling Group Inc., a company in Little Ferry, N.J., filed Chapter 11 petition (Bankr. D.N.J. Case No. 24-13649) on April 9, 2024, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Steven Carr, Jr., president, signed the petition. Eric H. Horn, Esq., at A.Y. Strauss, LLC represents the Debtor as legal counsel. GIST ENTITIES: Neema Varghese Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 11 appointed Neema Varghese of NV Consulting Services as Subchapter V trustee for Gist Entities, LLC. Ms. Varghese will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Varghese declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Neema T. Varghese NV Consulting Services 701 Potomac, Ste. 100 Naperville, IL 60565 Tel: (630) 697-4402 Email: nvarghese@nvconsultingservices.com About Gist Entities Gist Entities, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05418) on April 13, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Jacqueline P. Cox presides over the case. Joel A. Schechter, Esq., at the Law Offices of Joel Schechter represents the Debtor as bankruptcy counsel. GREENIDGE GENERATION: Board Schedules Annual Meeting for June 18 ---------------------------------------------------------------- Greenidge Generation Holdings Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Board of Directors of the Company has established Friday, June 18, 2024, as the date of the Company's 2024 annual meeting of stockholders. The Annual Meeting will be held at 10:30 a.m., Eastern time, at the Company's headquarters located at 590 Plant Road, Dresden, New York 14441. Stockholders of record at the close of business on April 26, 2024 will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. Because the date of the Annual Meeting has been changed by more than 30 days from the anniversary of the date of the Company's 2023 annual meeting of stockholders, in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended, the Company is informing stockholders of such change. Additionally, new deadlines have been set for submission of proposals by stockholders intended to be presented at the Annual Meeting and included in the Company's proxy statement for the Annual Meeting. In accordance with Rule 14a-8 under the Exchange Act, if a stockholder wishes to present a proposal for inclusion in the proxy materials for the Annual Meeting, the Company's Secretary must receive written notice of such proposal at the Company's principal executive offices no later than the close of business on April 29, 2024, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal must (i) meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission, including Rule 14a-8, in order to be eligible for inclusion in the proxy materials for the Annual Meeting and (ii) contain the information specified in, and otherwise comply with, the Company's Amended and Restated Bylaws. In accordance with the advance notice procedures set forth in the Bylaws, if a stockholder wishes to bring business before the Annual Meeting outside of Rule 14a-8 or to nominate a person for election as a director at the Annual Meeting, such proposal must be delivered to the Company's Secretary at the Company's principal executive offices no later than the close of business on April 29, 2024, which is 10 days following the date this Current Report on Form 8-K has been filed with the SEC. Stockholders are urged to read the complete text of the advance notice procedures set forth in the Bylaws. In addition to satisfying the procedures set forth in the Bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than April 29, 2024, which is 10 days following the date this Current Report on Form 8-K has been filed with the SEC. About Greenidge Generation Greenidge Generation Holdings Inc. (NASDAQ: GREE) is a vertically integrated power generation company, focusing on cryptocurrency mining, infrastructure development, engineering, procurement, construction management, operations and maintenance of sites. The Company owns cryptocurrency datacenter operations in the Town of Torrey, New York and owned and operated a facility in Spartanburg, South Carolina. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 9, 2024, citing that the Company has suffered recurring losses from operations and generated negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. GULF FINANCE: S&P Raises Senior Secured Loan Rating to 'B+' ----------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Gulf Finance LLC (Gulf). At the same time, S&P raised its issue-level rating on the company's senior secured term loan to 'B+' from 'B' and removed the rating from CreditWatch with positive implications, where it was placed on Sept. 5, 2023. S&P revised the recovery rating on the term loan B (TLB) to '1' from '2', which indicates our expectation of very high (90%-100%; rounded estimate: 90%) recovery in the event of payment default. The stable outlook reflects S&P's view that Gulf could achieve EBITDA of $85 million-$90 million and S&P Global Ratings-adjusted debt to EBITDA of about 5.5x in 2024. Gulf completed the sale of its branded marketing business to Metroplex Energy, Inc., a wholly-owned subsidiary of RaceTrac Inc. and four terminals to Global Partners L.P. Gulf used the net proceeds of approximately $455 million excluding proceeds from working capital adjustments to partially pay down its term loan B (TLB) and asset-based lending (ABL) facility. The recovery rating on the TLB improved after Gulf used the net proceeds from asset sales to repay debt. Gulf successfully closed the sale of its marketing business in December 2023 and four of its terminals in April 2024. The company used most of the proceeds from the asset sales to paydown the TLB, reducing the balance to about $322 million from $707 million for the period ended Sept. 30, 2023. As a result, S&P raised the secured recovery rating to '1' from '2', notwithstanding our assumption of a slightly lower enterprise valuation at emergence in its simulated default scenario due to the smaller asset base pro forma for the sale. Gulf's balance sheet leverage has improved, but a stronger credit profile primarily depends on the resiliency of terminal cash flows. S&P said, "We expect Gulf's financial leverage will improve to 5.0x-5.5x from about 10x as of year-end 2023. While this places the company in a much better financial and more sustainable position in our view, we also believe positive free operating cash flow is also a key driver for higher ratings. We believe the terminal sales will reduce significant working capital swings and operating cash flow volatility. We project the remaining business will lead to a lower cost structure and, if coupled with stainable or higher margins, could improve free cash flow that Gulf could use for further debt repayment." The vulnerable business risk profile reflects Gulf's smaller operating scale and business scope. In S&P's view, the asset sales limit the company's business scale because it leaves Gulf reliant on the unbranded wholesale business and lower throughput and EBITDA compared with those of rated peers. With the remaining terminals solely in Pennsylvania, the sale also reduces Gulf's geographic footprint. Although the remaining terminals operate in a captive location, only about half of the revenue from these terminals is secured by one-year contracts. The contracts include an evergreen option to extend at expiry, but S&P believes this contract profile limits Gulf's ability to withstand a prolonged market downturn. S&P said, "The stable outlook reflects our view that Gulf will achieve EBITDA of $85 million-$90 million and S&P Global Ratings-adjusted debt to EBITDA of about 5.5x in 2024. The outlook also reflects our belief that the company will be cash flow positive and use available cash for debt repayment, maintenance capital spending, and lower working capital requirements. "We could take a negative rating action on Gulf if the company's operating performance deteriorates such that its S&P Global Ratings-adjusted debt to EBITDA approaches 7x and operating cash flow weakens such that coverage ratios come under pressure and we view the capital structure as unsustainable. In addition, we could take a negative rating action if the company's financial policy becomes more aggressive and it adds debt for a dividend recap or without an expectation of increased EBITDA, or if liquidity becomes constrained. "We could take a positive rating action on Gulf if the company maintains S&P Global Ratings-adjusted debt to EBITDA below 5x and consistently generate positives free operating cash flow and exhibits a comfortable cushion in its coverage ratios. "Environmental factors are a negative consideration in our credit rating of Gulf, reflecting the above-average transition risk for the midstream industry. As a refined product storage and terminalling company, Gulf faces potential declining demand petroleum products associated with the energy transition over the longer term. However, Gulf could demonstrate resiliency due to the increasing demand for renewable fuels. "Governance factors are a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We view financial sponsor-owned companies with highly leveraged financial risk profiles as demonstrating corporate decision-making that prioritizes the interests of the controlling owners, typically with finite holding periods and a focus on maximizing shareholder returns." GULFPORT ENERGY: Moody's Raises CFR to B1, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings upgraded Gulfport Energy Corporation's (Gulfport) Corporate Family Rating to B1 from B2, Probability of Default Rating to B1-PD from B2-PD, and Speculative Grade Liquidity Rating (SGL) to SGL-2 from SGL-3 and maintained the stable outlook. Moody's also affirmed Gulfport Energy Operating Corporation's B3 backed senior unsecured notes rating and assigned a stable outlook. "The upgrade of Gulfport's CFR to B1 reflects Moody's expectation for the company's capital efficiency improvements to be sustained," commented Jake Leiby, a Moody's Ratings Senior Analyst and Vice President. "It also considers the company's track record of generating free cash flow while maintaining its production and strong credit metrics." RATINGS RATIONALE Gulfport's upgrade to a B1 CFR reflects management's demonstrated ability to maintain its production, strong credit metrics, and generate free cash flow, after driving a meaningful recovery in production and reserves in 2023. Gulfport's credit profile is supported by its commodity hedging program, which supports cash margins during times of low natural gas prices, and reduces cash flow volatility from commodity price fluctuations. Gulfport's 2024 financial and operating plans call for modest annual production growth to -175 Mboe/d, with its Utica and Marcellus asset accounting for ~80% of production and its SCOOP asset accounting for -20% of production. Moody's expects Gulfport to generate meaningful free cash flow in 2024, aided by the company's commodity hedges, and for free cash flow to be allocated to share repurchases and potential bolt-on acreage acquisitions. Beyond 2024, Moody's expects Gulfport to continue to target modest annual production growth across its deep inventory of drilling locations and with consistent capital allocation policies balancing shareholder returns and acquisitions, while adhering to its conservative financial policies. Moody's expects Gulfport to maintain good liquidity through 2025, as indicated by its SGL-2 rating. The company has a RBL revolving credit facility (unrated) with a $1.1 billion borrowing base and $900 million of elected commitments. The company had $118 million of borrowings and $64 million letters of credit outstanding under the facility, leaving over $700 million of available borrowing capacity. The revolver is scheduled to mature in 2027 but has a springing maturity to 91 days prior to the maturity of any debt with an aggregate principal amount of at least $100 million. Gulfport's $550 million of senior unsecured notes are scheduled to mature in May 2026. The revolver contains financial covenants requiring the maintenance of net leverage no greater than 3.25x and a current ratio of no less than 1.0x. Moody's expects Gulfport to remain well in compliance with its covenants through 2025. Gulfport's senior unsecured notes are rated B3, two notches below the CFR, reflecting effective subordination to the large potential claims of the secured RBL revolver. The company has significantly increased the committed capacity of its revolving credit facility, which has led to a two notch separation between the senior notes rating and CFR, compared to a single notch previously. As a result the B3 senior notes rating was affirmed following the upgrade of the CFR to B1. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade could be considered if Gulfport substantially increases its scale, while maintaining its strong credit metrics and conservative financial policies. A ratings downgrade could be considered if production declines materially or the company deviates from it conservative financial policies including leveraging M&A or debt-funded shareholder returns. RCF/debt falling below 30% could also lead to a downgrade. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. Gulfport is an independent exploration and production company with principal producing assets in the Utica and Marcellus Shale in Ohio and SCOOP basins in Oklahoma, and is headquartered in Oklahoma City, Oklahoma. HARRIS HAULING: Ciara Rogers Named Subchapter V Trustee ------------------------------------------------------- Brian Behr, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina, appointed Ciara Rogers, Esq., as Subchapter V trustee for Harris Hauling & Trucking, Inc. Ms. Rogers is a partner at Waldrep Wall Babcock & Bailey, PLLC. She will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. The Subchapter V trustee can be reached at: Ciara L. Rogers, Esq. Waldrep Wall Babcock & Bailey, PLLC 3600 Glenwood Avenue, Suite 210 Raleigh, NC 27612 Phone: (984) 480-2005 Email: crogers@waldrepwall.com About Harris Hauling & Trucking Harris Hauling & Trucking, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-01210) on April 11, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge David M. Warren presides over the case. J.M. Cook at J.M. Cook, P.A. represents the Debtor as legal counsel. HIGH LINER: S&P Upgrades ICR to 'B+' on Improved Credit Metrics --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Nova Scotia-based value-added frozen seafood provider High Liner Foods Inc. to 'B+' from 'B' and its issue-level rating on its senior secured term loan to 'BB-' from 'B+'. S&P's '2' recovery rating on the term loan is unchanged, indicating its expectation for substantial (70%-90%; rounded estimate: 80%) recovery in a default scenario. The stable outlook reflects S&P's expectation for improved EBITDA generation, supported by the company exposure to the foodservice segment and operating efficiency, which should improve its S&P Global Ratings-adjusted debt to EBITDA to the 2.75x-3.00x range for the next 12 months. The upgrade reflects High Liner`s increased FOCF and improving leverage. S&P said, "The company improved its S&P Global Ratings-adjusted leverage to 3.0x as of the end of fiscal year 2023 and we expect it will maintain leverage in the 2.75x-3.00x range until the end of fiscal year 2024, which represents a significant improvement from its leverage of almost 4.0x in fiscal year 2020. The company generated $160 million of FOCF as it sold off excess inventory in 2023. This enabled the company to repay approximately $127 million of debt (mostly under its asset-based lending credit facility) in 2023, which significantly improved its leverage. We expect High Liner will continue to efficiently manage its working capital going forward. Subsequently, we expect the company will generate at least $25 million-$30 million of FOCF in 2024 and 2025. Although we don't expect an operational outperformance over the next 12 months, the company's ability to generate positive FOCF will likely support its debt reduction and enable it to maintain net leverage near its 3x target (3.5x on an S&P Global Ratings-adjusted basis)." S&P said, "We expect High Liner to face volume headwinds in the near-term. The company generates about 35% of its volumes from the retail segment. However, High Liner continues to face volume headwinds in this segment because consumers are trading down to lower-cost protein alternatives. Furthermore, the company implemented an aggressive promotional strategy to maintain its competitiveness. We expect these challenging conditions will persist through 2024, which could weigh on High Liner's retail volumes. "The company's foodservice segment somewhat offsets its exposure to the weak conditions in the retail segment. High Liner generates about 65% of its volumes from its foodservice segment, namely from restaurants, food distributors, hospitals, long-term care facilities, quick service restaurants (QSRs), and schools. In our view, these business exhibit relatively stable demand, which will likely support the company's volumes over the near term. Finally, High Liner's volumes will also be adversely affected because certain contract manufacturing volumes in 2023 may not repeat in 2024, we do not consider it a material risk due to its low margin nature. Considering these factors, we estimate that the company's volumes will drop by the high-single-digit percent area in 2024, which will translate to a low-double-digit percent decline in its revenue. We expect High Liner's volumes will improve in 2025 due to expanding demand in its foodservice segment, higher sales from its newer product lines, and improved customer service levels. "Despite the volume headwinds, we anticipate High Liner will expand its EBITDA margins in 2024. During fiscal year 2022, the company faced global supply chain disruptions and shipping delays. However, it began to see early signs of a recovery in the fourth quarter of 2022 and into the first quarter of 2023 before its volumes largely normalized to pre-pandemic levels. To mitigate the effect of the disruptions and shipping delays on its performance and customers, High Liner increased its investment in working capital in the second half of fiscal year 2022, which carried over into fiscal year 2023. The increased costs related to the company's raw material inventory and storage costs pressured its S&P Global Ratings-adjusted EBITDA margins by 1.2% for fiscal year 2023. "Over the next 12 months, given its reduced inventory and lower storage costs, we expect the company will improve its margins by almost 200 basis points (bps). We also anticipate the supply chain and freight costs will normalize, though conflicts in the Red Sea region could lead to periodic disruptions to High Liner's shipping routes. We expect the company will be disciplined with its cost structure such that its EBITDA margins return to 2022 levels in the 9.0%-9.5% range from about 8% in 2023. "The stable outlook reflects our expectation that High Liner will continue to incrementally expand its EBITDA and exhibit resiliency amid the challenging macroeconomic conditions in 2024. We also anticipate that the company will improve its S&P Global Ratings-adjusted debt to EBITDA to the 2.75x-3.0x range for the next 12 months. Furthermore, we expect High Liner will adequately manage its working capital needs and generate positive FOCF in 2024. In our view, the company's balanced financial policy and adequate liquidity provide it with some flexibility to accommodate demand volatility across its retail end segment." S&P could consider downgrading High Liner in the next 12 months if the company's S&P Global Ratings-adjusted debt to EBITDA weakens and remains above 3.5x with poor prospects for deleveraging. This could occur if: -- High Liner faces higher-than-anticipated revenue and EBITDA pressures from contracting demand; or -- Management adopts a significantly more aggressive financial policy that involves debt-funded shareholder returns and acquisitions, which further pressure its leverage measures. S&P could upgrade High Liner over the next 12 months if: -- The company improves its S&P Global Ratings-adjusted debt to EBITDA below 2.5x and sustain it at that level. This could occur if it demonstrates a sustained increase in its EBITDA while management adopts a prudent capital allocation strategy to sustain its leverage measures; or -- It continues to gain market share and diversify its business such that S&P positively reassess its business risk profile. HIGH WIRE: Reports $14.5 Million Net Loss in 2023 ------------------------------------------------- High Wire Networks, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to the Company's common shareholders of $14.48 million on $26.99 million of revenue for the year ended Dec. 31, 2023, compared to a net loss attributable to the company's shareholders of $19.04 million on $26.77 million of revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $10.83 million in total assets, $13.58 million in total liabilities, and a total stockholders' deficit of $2.75 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 19, 2024, citing that the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital, which creates substantial doubt about its ability to continue as a going concern. "We suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard, we have historically raised additional capital through equity offerings and loan transactions," High Wire said. "In order to improve our liquidity, we intend to pursue additional equity financing from private placement sales of our equity securities or shareholders' loans. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to preserve our liquidity," the Company said. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1413891/000121390024034533/ea0201355-10k_high.htm About High Wire High Wire Network Solutions, Inc., incorporated on Jan. 20, 2017, is a global provider of managed cybersecurity, managed networks, and tech enabled professional services delivered exclusively through a channel sales model. The Company's Overwatch managed security platform-as-a-service offers organizations end-to-end protection for networks, data, endpoints and users via multiyear recurring revenue contracts in this fast-growing technology segment. HWN has continuously operated under the High Wire Networks brand for 23 years. HUBBARD RADIO: Moody's Affirms Caa1 CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings affirmed Hubbard Radio, LLC's Caa1 Corporate Family Rating and assigned a Caa1 rating on the backed senior secured first lien term loan. Concurrently, Hubbard's Probability of Default Rating was downgraded to D-PD from Caa2-PD to reflect Moody's view that the amendment to the credit agreement is considered a distressed exchange, which is a default under Moody's definition. The Speculative Grade Liquidity Rating of SGL-4 rating has been withdrawn. The outlook was changed to stable from negative. Moody's will upgrade the PDR to Caa2-PD in about three business days. The existing Caa1 rating on the senior secured term loan maturing March 2025 will be withdrawn as a result of maturity extension. The amended credit agreement executed on April 18, 2024 contains key features including an extension of the maturity to September 2027 from March 2025, a change in cash interest rate to SOFR+450bps from LIBOR+425bps, financial covenant relief through December 2025 and a 100% excess cash flow sweep until Hubbard reaches net leverage ratio of 5.5x. In addition, the company received an equity contribution of $30 million from the parent company, Hubbard Broadcasting, Inc. (HBI) which was used to pay down the term loan at par. Moody's views the maturity extension as a distressed exchange given the amendment addresses near term liquidity pressures and uncertainty about the sustainability of the capital structure pre-amendment. Governance risks were a key credit consideration in today's rating actions. The change in outlook to stable from negative reflects Hubbard's debt maturity extension that provides the company with additional room to continue to improve its operating performance. The $30 million equity investment from the parent company, leading to debt reduction and a pro forma leverage (excluding Moody's standard lease adjustments) improvement to around 6.0x from 7.0x as of 2023, increases the company's financial flexibility. RATINGS RATIONALE The Caa1 CFR reflects Hubbard's modest scale, elevated financial leverage and secular pressures in broadcast radio. Moody's adjusted debt to EBITDA (excluding Moody's standard lease adjustments) increased to 7.0x as of 2023 as advertisers pulled back ad spend during uncertain macroeconomic conditions. Hubbard's operating performance has been negatively impacted by the secular pressures and the cyclical nature of radio advertising demand. Hubbard is also relatively small in scale with operations in eight different markets which can increase volatility in performance. Moody's projects leverage to decline to mid-5x in 2024 supported by incremental political revenue with high margins, digital revenue growth and continued debt repayment through excess free cash flow. The cost reductions related to marketing and research expense implemented in the traditional radio segment will be offset by additional headcount in 2060 Digital segment. Moody's expects that Hubbard will maintain adequate liquidity over the next 12 months supported by $6 million of cash holdings as of 2023 and $10-$15 million in annual free cash flow generation. The company's basic cash needs include annual interest expense of $15-$20 million, modest capital expenditure of $1 million and minimal working capital needs. Despite the 25bps increase in interest rate from the amendment, annual interest expense is expected to decrease by $2 million per annum due to continuing debt repayment. The company has no revolver; however, the parent company, HBI has provided financial support as evidenced by the $30 million equity contribution in connection with the amend and extend of the credit agreement ($25 million in Q1 2021 and $4.7 million in 2023). The amended credit agreement provides covenant relief through Q4 2025. The financial maintenance covenant will be reinstated with a step down starting at total net leverage ratio of 7.0x in Q1 2026 and 6.5x in Q2 and thereafter. In addition, the amendment includes a 100% excess cash flow sweep subject to a minimum liquidity covenant of $10 million until net leverage reaches 5.5x. The right to cure provision in which the company can exercise an equity cure was reset to five times through maturity with a maximum of three in four consecutive quarters. The Caa1 rating on the first lien senior secured term loan due September 2027 is the same as the Caa1 CFR as the secured debt represents the preponderance of debt capital. It also reflects an above average expected family recovery rate in an event of default given all first lien debt structure with financial maintenance covenants beginning in 2026. Hubbard's ESG Credit Impact Score of CIS-5 indicates the rating is lower than it would have been if ESG risk exposures did not exist. While environmental risks are limited, social and governance risks are the main drivers. Social risks arise from social and demographical trends as competition for listeners from digital music services has increased and advertising dollars have shifted to digital and social media advertising. Governance risks are related to the company's track record of operating with elevated leverage levels which has led to a distressed exchange and risks related to the sustainability of the capital structure. Governance risks are partly mitigated by a track record of directing free cash flow to debt repayment and equity contributions from HBI. The stable outlook reflects Moody's expectation that Hubbard's leverage ratio will fall and remain in the mid-5x range and free cash flow to debt will increase to mid-single digits in the next 12 to 18 months. Moody's has decided to withdraw the rating for its own business reasons. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Hubbard is expected to sustain positive organic revenue and EBITDA growth driven by expansion in its digital businesses, improve liquidity and maintain debt to EBITDA below 5.0x. The ratings could be downgraded if operating performance or liquidity weakens further. Formed in 2011, Hubbard Radio, LLC is a family controlled and privately held media company that owns and operates radio stations in 8 of the top 50 markets, including Chicago, Washington, D.C., Minneapolis-St. Paul, St. Louis, Cincinnati, Seattle, Phoenix, and West Palm Beach. Hubbard also operates 2060 Digital, LLC, a national digital marketing agency based in Cincinnati, Ohio. Hubbard is a wholly owned subsidiary of Hubbard Broadcasting, Inc. (HBI), a television and radio broadcasting company that was started in 1923. Headquartered in St. Paul, Minnesota, Hubbard generated revenue on a standalone basis of $205 million in 2023. The principal methodology used in these ratings was Media published in June 2021. JANUS INT'L: Moody's Hikes CFR to Ba3 & Alters Outlook to Positive ------------------------------------------------------------------ Moody's Ratings upgraded Janus International Group, LLC's corporate family rating to Ba3 from B1, probability of default rating to Ba3-PD from B1-PD and the rating on the company's existing senior secured term loan B to Ba3 from B1. Moody's also upgraded Janus' Speculative Grade Liquidity (SGL) Rating to SGL-1 from SGL-2. The outlook is changed to positive from stable. The upgrade of Janus' CFR to Ba3 and positive outlook reflects Moody's expectation that Janus will continue to perform well and maintain conservative financial policies, with adjusted debt-to-EBITDA below 2.5x over the next two years. Also, Janus' governance is improved. Clearlake Capital Group (Clearlake) no longer has any ownership in Janus nor influence on the deployment of capital, given its complete exit of its investment in the company. In addition, Janus successfully addressed all material weaknesses in its internal controls over financial reporting. The ability to generate free cash flow further supports the positive rating actions and improved SGL rating. "Janus is performing well," according to Peter Doyle, a Moody's VP-Senior Analyst. "Debt leverage below 2.5x exhibits Janus' commitment to conservative financial policies and improved corporate governance merits the rating upgrade and positive outlook," added Doyle. RATINGS RATIONALE Janus' Ba3 CFR reflects robust operating performance, with adjusted EBITDA margin of nearly 27% through 2025. Very good liquidity is a credit strength. These factors and a business with market leadership in the construction of new and upgrading existing self-storage facilities reinforce Janus' credit profile. Offsetting these credit strengths is the company's small revenue base and narrow product focus, limiting the amount of earnings and necessitating the need to maintain low fixed charges. Also, Janus will return capital to shareholders via share repurchases. This is capital that could otherwise be deployed towards enhancing liquidity or acquiring businesses, which would augment existing products and bolster earnings. Janus' SGL-1 reflects Moody's view that the company will maintain very good liquidity, generating at least $160 million in free cash flow each of the next two years. Cash on hand ($172 million on December 31, 2023) is more than sufficient to meet potential working capital needs and other requirements. Janus has no material maturities until 2028, when the revolving credit facility expires. Due to the company's substantial cash position, Moody's does not anticipate utilization of the company's $125 million asset based revolving credit facility throughout the year except for letters of credit. ESG CONSIDERATIONS Janus' credit impact score was changed to CIS-3 from CIS-4, reflecting an improved governance issuer profile score, which was changed to G-3 from G4. Janus's improved G-3 governance score reflects a board of directors that is now indicative of a publicly-traded company, without concentrated voting power and with only one insider out of a total of nine members following Clearlake's exit. In addition, the improved score reflects the remediation of all material weaknesses in its financial reporting. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade could occur if end markets remain supportive of organic growth such that adjusted debt-to-EBITDA is sustained below 3x. Upwards rating movement also requires maintaining robust operating margins, preservation of very good liquidity and ongoing conservative financial policies. A ratings downgrade could occur if Janus' adjusted debt-to-EBITDA is above 4x. Negative ratings pressure may also transpire if the company experiences material contraction in operating performance, weakening of liquidity or adopts aggressive financial policies. Janus International Group, LLC (NYSE: JBI), headquartered in Temple, Georgia, is a manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions, and facility and door automation technologies. Revenue for 2023 was $1,066 million. The principal methodology used in these ratings was Manufacturing published in September 2021. K3B ENTERPRISES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee for Region 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of K3B Enterprises, LLC. About K3b Enterprises K3B Enterprises, LLC, a company in Encino, Calif., filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 24-10406) on March 14, 2024, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Behnam Ghassemine Jad, managing member, signed the petition. Judge Victoria S. Kaufman oversees the case. Giovanni Orantes, Esq., at The Orantes Law Firm, A.P.C. serves as the Debtor's bankruptcy counsel. KAMAN CORP: S&P Withdraws 'B+' Issuer Credit Rating --------------------------------------------------- S&P Global Ratings withdrew its 'B+' issuer credit rating on Kaman Corp. The rating action follows the close of Arcline Investment Management's acquisition of Kaman. KOLOGIK LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Kologik, LLC f/d/b/a Thinkstream Acquisition, LLC 301 Main Street, Suite 2200 Baton Rouge, LA 70801 Business Description: Kologik creates software that connects small and medium-sized law enforcement departments to the information they need to keep officers and communities safe. Chapter 11 Petition Date: April 23, 2024 Court: United States Bankruptcy Court Middle District of Louisiana Case No.: 24-10311 Judge: Hon. Michael A. Crawford Debtor's Counsel: Louis M. Phillips, Esq. KELLEY HART & PITRE 301 Main Street Suite 1600 Baton Rouge, LA 70801-1916 Tel: 225-381-9643 Email: louis.phillips@kellyhart.com Debtor's Financial Advisor: ROCK CREEK Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Paul San Soucie as chief executive officer. 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/NSPXC5Q/Kologik_LLC__lambke-24-10311__0001.0.pdf?mcid=tGE4TAMA LIFESCAN GLOBAL: S&P Lowers ICR to 'CCC-' On Weakening Liquidity ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based LifeScan Global Corp. to 'CCC-' from 'CCC+', its issue-level rating on its exchange super-priority revolver to 'CCC+' from 'B', its issue-level rating on its exchange first-lien term loan to 'CCC-' from 'CCC+', and its issue-level rating on its exchange second-lien term loan to 'CC' from 'CCC'. S&P said, "At the same time, we lowered our issue-level rating on the company's non-exchange third-lien term loan to 'CC' from 'CCC+' and our issue-level rating on its non-exchange third-lien revolver to 'CC' from 'B'. These downgrades incorporate the correction of an error in our recovery analysis and the recovery and issue-level ratings we assigned on the basis of that analysis in May 2023. Under our corrected recovery analysis, we treat the non-exchange debt as third-lien obligations, rather than as first-lien, in the case of the term loan, and super priority, in the case of the revolver. As a result, we've corrected the recovery ratings on the non-exchange term loan to '5' from '3' and on the non-exchange revolver to '5' from '1'. Accordingly, the lower issue-level ratings we're assigning on the non-exchange debt reflect our notching guidelines for a '5' recovery rating, as opposed to the notching guidelines applicable to a '3' and a '1' recovery rating." The negative outlook reflects LifeScan's constrained liquidity and weak operating trends, which could lead to a covenant breach or distressed exchange in the next six months. S&P said, "The downgrade reflects our belief that LifeScan's liquidity position will continue to deteriorate amid volume and pricing declines in its core BGM business. The company's 2023 operating performance came in well below our expectations, including a decline of about 17% in its reported revenue (which compares with our prior forecast for a mid-single-digit percent decline) and an approximately 19% contraction in its S&P Global Ratings-adjusted EBITDA. Much of this underperformance stemmed from the expansion of reimbursement for CGM products, which led to the accelerated adoption of this offering and the switching of LifeScan's BGM users to CGM in its primary geographic regions. The company's performance was also negatively affected by pricing pressure, with the most significant headwinds affecting its North American sales due to the shift of a large amount of its volumes to a more rebated sales tier for its pharmacy benefit administration (PBA)-managed care customers. "While we believe LifeScan will be less exposed to adverse shifts in its customer mix over the near term, we anticipate it will continue to experience declining demand for its BGM product due to wider adoption of CGM technology. However, in our view, the severity of this decline is highly uncertain. Our current forecast assumes the company's sales decline by the mid- to high-single-digit percent range in 2024 due to the ongoing erosion in its BGM volumes and pricing. While LifeScan plans to launch its own CGM product, which has the potential to offset the declines in its BGM revenue, it has not yet received FDA approval and the timeline for its launch is uncertain. That said, we do not currently anticipate the company will launch its CGM product before mid-2025. "In 2024, we expect the company's focus on cost containment will lead to significantly reduced spending on transformational and restructuring activities, enabling it to generate positive reported free operating cash flow (FOCF) of $10 million-$20 million. Still, we believe this level of cash flow may not be sufficient for LifeScan to remain in compliance with its $60 million minimum liquidity covenant. As of year-end 2023, the company had about $77 million of balance sheet cash and about $63 million of revolver availability. Given the company's limited cash flow generation and mandatory debt service payments in 2024 (comprising about $80 million of annual debt amortization as well as the maturity of its $27 million third-lien term loan in September 2024), we believe it could breach its liquidity covenant in the second half of 2024, barring temporary relief from equity cures or other means. "We believe there is heightened risk the company will undertake a subpar exchange, given its limited liquidity and distressed debt trading levels. While we believe LifeScan's liquidity position as of year-end 2023 will likely be sufficient to cover its cash burn over the next 12 months, the $60 million minimum liquidity covenant will constrain its flexibility. The company's performance in 2024 remains uncertain and entails significant risks, particularly around the adoption of CGM technology. Furthermore, LifeScan's first-lien term loan due 2026 is currently trading at a significant discount of 43 cents on the dollar. We believe these factors could prompt the company to negotiate a subpar debt exchange absent a material improvement in its operating performance. We would view any type of distressed exchange whereby the lenders receive less than the face value of the original obligation as a selective default. We also note that LifeScan previously engaged in a distressed transaction in May 2023, which indicates its willingness to execute a debt restructuring, particularly given the accelerating decline in its BGM sales over the last year and the uncertainty around the timing of its CGM rollout." The negative outlook reflects LifeScan's constrained liquidity and weak operating trends, which could lead to a covenant breach or distressed exchange in the next six months. S&P could lower its rating on LifeScan if it announces a transaction that S&P views as distressed or we believe a default is a virtual certainty. S&P could raise its ratings on LifeScan if it no longer view a distressed exchange or restructuring as highly likely, which would most likely occur due to a substantial capital infusion from its private-equity sponsor. S&P said, "Environmental and social factors have an overall neutral influence in our credit analysis of LifeScan. Governance is a moderately negative consideration. Our highly leveraged assessment of the company's financial risk profile reflects that its corporate decision-making prioritizes the interests of the controlling owners, which is in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." MARINUS PHARMACEUTICALS: Reports Preliminary Q1 2024 Results ------------------------------------------------------------ Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS) announced that an independent Data Monitoring Committee (DMC) has recommended continuing the pivotal Phase 3 RAISE trial evaluating intravenous (IV) ganaxolone for the treatment of refractory status epilepticus (RSE) following an interim analysis. Marinus has decided to complete enrollment in the RAISE trial at approximately 100 patients with topline results expected in the summer of 2024. Those results will be used to determine whether to continue development of IV ganaxolone. Marinus remains blinded to the RAISE trial data. "While we are disappointed that RAISE did not meet the early stopping criteria, we will only be able to determine the trial’s outcome once we unblind and analyze the full data set," said Scott Braunstein, M.D., Chairman and Chief Executive Officer of Marinus. "We will also be evaluating potential cost-saving strategies to provide the strongest capital position as we approach enrollment completion in the global Phase 3 TrustTSC trial in tuberous sclerosis complex." Ganaxolone development in the RAISE trial is being supported in part by the Department of Health and Human Services; Administration for Strategic Preparedness and Response; Biomedical Advanced Research and Development Authority (BARDA) under contract number 75A50120C00159. General Business and Financial Update Marinus expects to complete enrollment in the Phase 3 TrustTSC trial of ZTALMY® (ganaxolone) oral suspension CV with approximately 130 patients in mid-May 2024. The Company expects topline results early in the fourth quarter of 2024 and anticipates filing a supplemental New Drug Application to the U.S. Food and Drug Administration in the first half of 2025 with a request for priority review. Marinus also continues to develop a second-generation ganaxolone formulation intended to provide improved pharmacodynamic and pharmacokinetic profiles that could improve safety, efficacy and tolerability and enable less frequent dosing. The Company continues the successful U.S. commercial launch of ZTALMY resulting in preliminary unaudited net product revenue of between $7.4 and $7.6 million for the first quarter of 2024. Marinus estimates preliminary unaudited cash, cash equivalents, and short-term investments of $113.3 million as of March 31, 2024. Cost reduction activities to extend the cash runway beyond the fourth quarter of 2024 are under review and are expected to be implemented in the current quarter. The preliminary first quarter 2024 net product revenue results and cash, cash equivalents, and short-term investments included in this release were calculated prior to the completion of a review by the Company’s independent registered public accounting firm and are therefore subject to adjustment. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/2ayscv29 About Marinus Pharmaceuticals Radnor, PA-based Marinus Pharmaceuticals, Inc. is a commercial-stage pharmaceutical company dedicated to the development of innovative therapeutics for the treatment of seizure disorders, including rare genetic epilepsies and status epilepticus, which includes the use of ZTALMY (ganaxolone). Philadelphia, PA-based Ernst & Young LLP, the Company's auditor since 2020 issued a "going concern" qualification in its report dated March 5, 2024, citing that has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. MASHINDUSTRIES INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: MASHindustries, Inc. d/b/a Mash Industries, Inc. 7150 Village Drive Buena Park, CA 90621 Business Description: MASHindustries is a turnkey custom millwork and commercial casework manufacturer that offers state-of-the-art fabrication and professional installation. Chapter 11 Petition Date: April 24, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11046 Judge: Hon. Theodor Albert Debtor's Counsel: Susan K. Seflin, Esq. BG LAW LLP 21650 Oxnard Street, Suite 500 Woodland Hills, CA 91367 Tel: (818) 827-9000 Fax: (818) 827-9099 E-mail: sseflin@bg.law Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bernard Brucha 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/LM5BIQI/MASHindustries_Inc__cacbke-24-11046__0001.0.pdf?mcid=tGE4TAMA META MATERIALS: Stockholders Reject Share Increase Proposal ----------------------------------------------------------- Meta Materials Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it held a special meeting of stockholders virtually, via live webcast, at which the stockholders did not approve an amendment to the Company's Amended and Restated Articles of Incorporation, as amended, to increase the total number of authorized shares of common stock from 10,000,000 shares to 250,000,000 shares. The stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies as there are not sufficient votes in favor of the Authorized Share Increase Proposal. About Meta Materials Headquartered in Dartmouth, Nova Scotia, Canada,Meta Materials Inc. is an advanced materials and nanotechnology company. The Company is developing materials that it believes can improve the performance and efficiency of many current products as well as allow new products to be developed that cannot otherwise be developed without such materials as noted in the examples below. The Company has product concepts currently in various stages of development with multiple potential customers in diverse market verticals. Vaughan, Canada-based KPMG LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations and requires additional financing to fund its operations that raise substantial doubt about its ability to continue as a going concern. MIAMI JEWISH: Fitch Affirms 'BB+' LongTerm IDR, Outlook Negative ---------------------------------------------------------------- Fitch Ratings has affirmed Miami Jewish Health Systems and Subsidiaries' (MJHS) Long-Term Issuer Default Ratings (IDR) at 'BB+'. Fitch has also affirmed the rating on approximately $41 million of series 2017 revenue bonds issued by the city of Miami Health Facilities Authority on behalf of MJHS at 'BB+'. The Rating Outlook is Negative. Entity/Debt Rating Prior ----------- ------ ----- Miami Jewish Health Systems and Subsidiaries (FL) LT IDR BB+ Affirmed BB+ Miami Jewish Health Systems and Subsidiaries (FL) /General Revenues/1 LT LT BB+ Affirmed BB+ The maintenance of the negative outlook reflects Miami Jewish's thin operating profile. While Miami Jewish made its debt service covenant in FY23 (June 30 YE), the operating performance remained negative through Q2 FY24. A good year for the foundation in FY24 has helped support the overall financial performance and should help Miami Jewish make its debt service covenant in FY24. Year over year financial results for the first six month of FY24 show a slightly increased operating loss and unrestricted cash and investments down just over 10%. The affirmation reflects good growth in the Program of All-Inclusive Care for the Elderly (PACE) program (PACE revenue is now more than 70% of Miami Jewish's total revenues), and a light leverage position for the rating. Overall, the PACE program continues to generate positive operating margins but that is being offset but losses in other service lines, particularly skilled nursing. The COO, whose role expanded to the CFO position in early 2024 has articulated a plan to improve performance and reports a good trend in performance in recent months, with staffing initiatives in skilled nursing and a steady rise in independent living (IL) occupancy helping to reduce the pace of the operating losses. Additionally, the foundation is expected to continue to perform above budget. Should Miami Jewish fail to make its covenants, which includes a days cash on hand covenant (DCOH) of 90 days, a downgrade would be likely. DCOH was close to 90 days through the first six month of FY24. Fitch would put the outlook back on stable should Miami Jewish be able to show a sustained improvement in performance in FY25. The rating also incorporates the application of an asymmetric risk factor related to MJHS's exposure to government payors in two of its main service lines: skilled nursing and the Program of All-Inclusive Care for the Elderly (PACE). Together these service lines represent over 75% of the obligated group's (OG) revenues. SECURITY The bonds are secured by a pledge of gross revenues and a mortgage on certain property of the OG, which includes MJHS, the Florida PACE Centers, and the Miami Jewish Health Foundation, Inc. KEY RATING DRIVERS Revenue Defensibility - 'bb' Limited Rate Flexibility; Mixed Demand Characteristics; The weaker revenue defensibility largely reflects Miami Jewish's limited ability to raise rates as over 80% of its revenues comes from government payors, reflecting the large PACE program and skilled nursing service lines. While demand in these service lines are good, especially for the PACE program, which continues to grow with new PACE sites in Kendall and northern Broward County, the limited rate raising ability offset these good demand characteristics. While IL occupancy is a key driver of performance in the sector, IL units make up less than 15% of total units and less than 5% of total revenue at Miami Jewish and is less of a driver of performance. However, IL occupancy has improved to almost 80% and the losses in the service line are narrowing. Historically, IL occupancy has been below 70%. Assisted living (AL) occupancy has also improved to above 70% and was 72% through Q2 FY24. Skilled nursing occupancy was 74% for the same period. MJHS faces steady competition from a number of AL and skilled nursing providers in the immediate service area. While IL competition is limited in downtown Miami, there are number of entrance fee IL providers in the broader east coast Florida market, especially north of Miami. Service area demographics are mixed, with very good growth characteristics offset by income levels lower than state averages. Operating Risk - 'bb' Slow Start to FY 2024 The weak operating risk assessment reflects operating ratios that have been consistently above 100% and negative net operating margins. The operating performance remained stable year over year, with a 101.1% operating ratio in FY23 relative to a 100.4% operating ratio in FY22; however, the operational performance was slightly weaker through the first six month of FY24; however, debt service coverage was helped by the good year in the foundation, with Fitch showing it at 1.4x. Moving forward, Fitch believes that good growth in PACE, the more efficient management of PACE participants, higher IL occupancy, and reduced losses in skilled nursing can stabilize the operating performance at a level consistent with upper end of the non-investment-grade credit. Maximum annual debt service as percentage of revenue was very low at 2.3% of revenues in FY23, reflecting a manageable debt burden, and despite the operating challenges, debt to net available of 9.5x in FY23 is consistent with the rating level. Capital spending has been well below the depreciation expense in the last four years and is expected to remain below depreciation over the next two years. Fitch notes that a longer period of lower capex could begin to pressure the rating. Financial Profile - 'bb' Thin But Resilient Financial Profile Though a Moderate Stress Given MJHS's weak revenue defensibility and operating risk assessments and Fitch's forward-looking scenario analysis, Fitch expects key leverage metrics to remain consistent with a 'bb' financial profile. At FYE 2023, MJHS had unrestricted cash and investments of approximately $44.8 million, equal to 112.2% of adjusted debt. MJHS has no debt equivalents as it fully funded its defined pension plan and terminated it in FY 2020. DCOH was at 112 days at FYE 2023. Fitch's baseline scenario, which is a reasonable forward look of financial performance over the next five years given current economic expectations. The base case shows operating metrics stressed over the next three years but key adjusted leverage metrics remain stable and DCOH remains slightly above the 90-day covenant. Fitch's stress scenario assumes an economic stress (to reflect equity volatility), which is specific to MJHS's asset allocation. The stress case shows MJHS with thinner cash-to-adjusted debt levels and very weak debt service coverage, which emphasizes the potential for a downgrade should Miami Jewish fail to improve its performance in the next year. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to make the 1.2x debt service coverage covenant in FY24; - Failure to improve the operating ratio such that it remains notably above 100%; - A deterioration in unrestricted liquidity such that cash to adjusted debt falls below 75%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A return to a stable outlook would require achieving debt service coverage greater than 1.2x in FY24 and sustaining the improved performance through FY25, such that the operating ratio is below 100% and cash to adjusted remains above 100%; - Longer term, an improved financial performance such that the operating ratio is closer to 90%, cash to adjusted debt stabilizes above 120%, and debt service coverage is consistently around 3x could warrant a rating upgrade. PROFILE Founded in the 1940s as a 23-bed nursing home for Jewish widows and widowers, MJHS has grown into a provider of a wide array of senior services in South Florida. The OG consists of a 438-bed skilled nursing facility, one of the largest in the Southeast, a 95-unit rental IL unit, 81-unit AL unit, 19-unit memory care facility, and a small 32-bed acute care hospital, mostly catering to the needs of the MJHS residents and PACE participants, all located on the system's main campus in Miami, and a foundation. The OG operates a large PACE program with four centers providing care to just over 1,000 participants. Fitch's financial analysis is based on the OG, which had approximately $144.5 million in operating revenue in FY23. The main entities outside of the OG include three HUD Section 202 apartment buildings providing subsidized housing for the elderly and a nurse registry program. 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. MILLENKAMP CATTLE: May Access $8.5MM of Sandton DIP Loan -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Idaho authorized Millenkamp Cattle, Inc. and its debtor-affiliates to use cash collateral and obtain postpetition financing, on an interim basis. The Debtors requested authority to borrow up to $35 million under a senior revolving credit facility from Sandton Capital Partners LP, and tap not more than $15 million of the committed amount in the interim. The Court ruled that during the interim period, the Debtors may access up to $8.5 million of the DIP loan, with $5.2 million being paid to critical vendors, and the remaining balance to be disbursed as provided in the Budget, in accordance with and subject to the Interim Order and the DIP Loan. The fee associated with the initial draw of $8.5 million, pursuant to the DIP Loan Documents, will be an administrative priority claim subject to entry of a Final DIP Order providing for such priority. The Lender will be entitled to immediate repayment of all outstanding obligations under the DIP Loan on the earliest of: (a) the effective date of the plan of reorganization or closing on a sale of all or a portion of the Borrowers' assets; (b) 9 months from the date of origination, subject to extensions as set forth below (for a total of up to 12 months from the date of origination); and (c) the Lender will consider converting some or all of the DIP to an exit financing facility in conjunction with an emergence from Chapter 11 (subject to terms agreeable to the Lender and the Lender's internal approvals.) The Debtors require the use of cash collateral and DIP Facility to pay the costs and expenses of administering the Chapter 11 Cases, and administer and preserve the value of their businesses and estates. As of March 31, 2024, the Debtors had approximately $17 million of cash on hand. The Debtors expect to spend approximately $20.71 million during the first four weeks of the case and collect cash receipts of $17.05 million, including pre-petition receivables. Cash shortfall in the first four weeks is anticipated to be $3.7 million. Although the Debtors anticipate collecting in excess of an additional $1.7 million in pre-petition accounts receivable at the Petition Date after the four-week period and expect to generate approximately $11.51 million in new postpetition receivables over the first four-week period, all accounts receivable are cash collateral of the Pre-Petition Secured Lenders. Under the Third Amended and Restated Loan and Security Agreement, dated April 21, 2021, by and among the Debtors, the lenders from time to time party thereto, and Rabo AgriFinance LLC, as sole lead arranger, agent, and swing-line lender, the Debtors were provided with an asset-based revolving line of credit facility consisting of (a) revolving commitments in an aggregate amount of up to $91 million; (b) a swing-line credit facility for the Pre-Petition RLOC Agent to make Swing Line Advances in an aggregate amount of up to $7.5 million; and (c) a letter-of-credit facility for the issuance of stand-by letters of credit in an aggregate amount of up to $1 million. As of the Petition Date, the Debtors were indebted to the Pre-Petition RLOC Secured Parties pursuant to the Pre-Petition RLOC Documents (a) in the aggregate principal amount of not less than $94 million on account of Loans (as defined in the Pre-Petition RLOC Credit Agreement), plus (b) interest, fees, expenses, and all other amounts, obligations, and Liabilities. Metropolitan Life Insurance Company and MetLife Real Estate Lending LLC are the owners and holders of commercial real estate loans. The Pre-Petition MetLife Loans are secured by liens in and security interests on the MetLife Borrowers' real property and certain of the MetLife Borrowers' personal property, including: (x) crops grown after a foreclosure; (y) all wells, underground pipelines, sprinklers, and similar irrigation equipment located at the real property, as well as all lines, valve openers, pipes, and similar items pertaining to such irrigation equipment; and (z) all milking equipment located at the real property. The Pre-Petition MetLife Loans are further secured, subject to the First Intercreditor Agreement, by the Milk Receivables. As of the Petition Date, the MetLife Borrowers were indebted to MetLife, in the aggregate principal amount of approximately $180.5 million under the Pre-Petition MetLife Loan Documents. Conterra Agricultural Capital, LLC and certain of the Debtors are parties to loan and security agreements pursuant to which, among other things, Conterra agreed to make certain loans and financial accommodations (i) in a principal amount of $16.5 million and (ii) in a principal amount of $2.6 million. As of the Petition Date, the Debtors were indebted to Conterra, in the aggregate amount of approximately $21.486 million. The Pre-Petition Conterra Mezzanine Loan is secured by second priority liens and security interests in the Pre-Petition RLOC Collateral and third priority mortgage on the Pre-Petition MetLife Real Estate Collateral. The Pre-Petition Secured Lenders are provided adequate protection through an "equity cushion" on their collateral, and solely to the extent of any diminution in the value of their respective interests in the Pre-Petition Collateral resulting from, among other things, the subordination to the DIP Liens, the Debtors' use, sale, or lease of such Pre-Petition Collateral, including cash collateral, and the imposition of the automatic stay from and after the Petition Date, in the form of replacement security interests in and liens on substantially all of the Debtors' assets and property (with certain exclusions) and superpriority claims. The Pre-Petition Secured Lenders will further receive monthly interest-only payments at the pre-default rate of interest accruing on and after the Petition Date on the due dates set forth in the applicable loan documents. The DIP Liens, DIP Superpriority Claim the Prepetition Liens, the Prepetition Replacement Liens, and the Prepetition Superiority Claims are subordinate only to the following: (i) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee under 28 U.S.C. section 1930(a) plus interest at the statutory rate; (ii) all reasonable and documented fees and expenses incurred by a trustee under 11 U.S.C. Section 726(b), in an aggregate amount not to exceed $250,000; and (iii) to the extent allowed by the Court at any time, whether by interim order, procedural order or otherwise (unless subsequently disallowed), all unpaid fees and expenses incurred by persons or firms retained by the Debtors pursuant to 11 U.S.C. sections 327, 328, or 363 or by the Committee, pursuant to 11 U.S.C. sections 328 and 1103. A final hearing on the matter is set for May 8, 2024 at 9 a.m. A copy of the motion is available at https://urlcurt.com/u?l=uE9LcB from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=tlvsgp from PacerMonitor.com. About Millenkamp Cattle Millenkamp Cattle Inc., is part of a family-owned agriculture business that can produce more than 1 million pounds of milk per day. Millenkamp Cattle Inc. and several affiliated entities sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Lead Case No. 24-40158) on April 2, 2024. In the petition filed by William J. Millenkamp, as manager, Millenkamp Cattle estimated assets between $10 million and $50 million and estimated liabilities between $500 million and $1 billion. The Hon. Bankruptcy Judge Noah G. Hillen oversees the case. The Debtor is represented by Matthew T. Christensen, Esq., at Johnson May, PLLC. MIOMNI SPORTS: Chapter 15 Case Summary -------------------------------------- Chapter 15 Debtor: Miomni Sports, Ltd. No Longer in Business Foreign Proceeding: UK Liquidation under the Insolvency Act 1986 Chapter 15 Petition Date: April 23, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-11963 Foreign Representatives: F.G. Savage & John Walters BEGBIES TRAYNOR, LLP 26 Stroudley Road Brighton East Sussex BN1 4BH United Kingdom Foreign Representatives' Counsel: A.J. Kung, Esq. KUNG & BROWN Phone: 702-382-0883 Email: ajkung@ajkunglaw.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V2LB5QQ/Miomni_Sports_Ltd__nvbke-24-11963__0001.0.pdf?mcid=tGE4TAMA MRC GLOBAL: Moody's Affirms 'B2' CFR & Alters Outlook to Positive ----------------------------------------------------------------- Moody's Ratings changed MRC Global (US) Inc.'s outlook to positive from stable. At the same time, Moody's affirmed MRC's corporate family rating of B2, its probability of default rating of B2-PD and a B3 rating on its backed senior secured term loan B. The Speculative Grade Liquidity Rating of SGL-2 remained unchanged. RATINGS RATIONALE The change in the outlook to positive reflects MRC's improved operating and financial performance and credit profile and Moody's expectations that the company will be able to sustain its currently strong credit metrics. MRC's B2 CFR is supported by the company's moderate leverage and ample interest coverage, solid scale and its continued focus on diversifying its business away from the oil & gas sector. The rating also benefits from the cost reduction, streamlined inventory management and efficiency enhancing initiatives the company had undertaken in the last few years which enabled it to improve its product mix and raise operating margins, while maintaining leading position in the PVF end markets it serves. The rating is constrained by the highly competitive and cyclical end markets, MRC's modest profit margins, volatile operating results and the track record of inconsistent free cash flow generation and shareholder returns. MRC's cash flow has been volatile historically and influenced by working capital changes. However, the company's modest capital spending requirements and the countercyclical nature of its working capital investment provides the ability to substantially reduce debt with free cash flow during industry downturns. The rating is also constrained by the dispute with the holder of MRC's preferred stock, which, in Moody's view, has limited the company's financial flexibility. In April 2023, MRC company sought to refinance its term loan. However, the process was halted by a lawsuit from the holder of the preferred stock, who claimed a right to consent to the refinancing terms. This legal action complicated the refinancing, leading to its postponement and somewhat limiting the company's financial flexibility and market access. As a result of this and because of the strengthened balance sheet, the company has determined it does not currently need debt and has decided to use its free cash flow, cash on hand and ABL borrowings to fully repay the $292 million senior secured term loan before it matures in September 2024. Moody's expects MRC's operating performance to remain solid in 2024 after two consecutive years of producing healthy earnings and generating strong positive free cash flow in 2023. As a result, its adjusted EBITDA more than doubled to $213 million in 2022 and $267 million in 2023 from the depressed level of only $90 million in 2021 when its operating results were impacted by the pandemic and last in, first out (LIFO) inventory accounting, which increased its cost of sales by $77 million. Moody's do not make adjustments to the income statement related to LIFO, as Moody's believe that cost of goods sold on a LIFO basis is a better method of matching current costs with revenue. Moody's anticipate that MRC will generate $230-240 million in Moody's-adjusted EBITDA and $130-140 million (net of preferred dividends) of free cash flow in 2024 despite higher capex, mainly related to the ERP system modernization project. The combination of lower gross debt, following the anticipated term loan repayment, and modestly lower earnings will support solid credit metrics with leverage ratio (debt/EBITDA) expected to decline to below 1.5 from 2x in December 2023, its interest coverage (EBITA/Interest) rising to about 5x from 4.8x and FCF/Debt increasing to about 40% from 27.3%. These metrics will be strong for the B2 corporate family rating, but rating upside is constrained by the uncertainty around the matter related to preferred stock as well as company's low profit margins, highly volatile operating history and limited end market diversity with still significant exposure to the oil & gas sector which faces long term carbon transition risks. MRC's SGL-2 speculative grade liquidity rating reflects its good liquidity profile. The company had total liquidity of $741 million as of December 31, 2023, including $131 million of cash and availability of approximately $610 million on its $750 million global ABL facility that matures in September 2026 (unrated). The facility had only $9 million in outstanding borrowings and $17 million of letters of credit issued, but the borrowing base was limited by MRC's historically low level of inventory and receivables. MRC's positive outlook reflects Moody's expectation that its operating performance will remain strong in 2024 and its credit metrics will remain robust for the rating in the near term. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade could be considered if the company reduces its exposure to carbon transition risks and sustains operating margins above 4.0% and a return on invested capital above 6.0%. The ratings upgrade would also require a resolution of the dispute with the holder of preferred stock that ultimately leads to MRC gaining full financial flexibility without the risk of litigation. A downgrade could occur if MRC fails to maintain a strong liquidity profile and its operating results and credit metrics weaken and its leverage ratio (Debt/EBITDA) is sustained above 6.0x, its interest coverage ratio (EBITA/Interest) below 1.5x or its return on invested capital below 4.0%. MRC Global (US) Inc. is a global distributor of pipes, valves, and fittings (PVF) and related products and provides other services to the energy sector, utilities and other sectors. Its reporting segments include gas utilities (storage and distribution of natural gas), downstream, industrial & energy transition (crude oil refining, petrochemical and chemical processing, general industrials and energy transition projects), upstream production (exploration, production and extraction of underground oil & gas), midstream pipeline (gathering, processing and transmission of oil & gas). The company operates out of approximately 14 distribution centers and 214 service centers located in the principal industrial, hydrocarbon producing and refining areas of the United States, western Canada, Europe, Asia, Australasia, the Middle East and the Caspian region. The company is headquartered in Houston, Texas and generated revenues of about $3.4 billion for the 12-month period ended December 31, 2023. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. NEVER SLIP: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Never Slip Holdings, Inc. About Never Slip Holdings Never Slip Holdings, Inc. and affiliates, including affiliates Shoes for Crews, Inc., SHO Holding I Corporation, SHO Holding II Corporation, SFC Canada, Inc., and Sunrise Enterprises, LLC, are the category creator of slip resistant footwear and other safety products for employers, employees, and individual consumers. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10663) on April 1, 2024. In the petition signed by Christopher Simm, chief financial officer, Never Slip Holdings disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped Ropes & Gray LLP as general bankruptcy counsel; Chipman Brown Cicero & Cole, LLP as co-bankruptcy counsel; Solomon Partners Securities, LLC as investment banker; Berkeley Research Group, LLC as financial advisor; Omni Agent Solutions, Inc. as claims agent, and C Street Advisory Group, LLC as strategic communications advisor. NORTHERN DYNASTY: USACE Updates Pebble Permitting Process --------------------------------------------------------- Northern Dynasty Minerals Ltd. and 100%-owned U.S.- based subsidiary Pebble Limited Partnership have been advised by the US Army Corps of Engineers ("USACE") that, after months of successive delays, the USACE has declined to engage in the remand process related to the Nov. 25, 2020 denial of a permit application for the Pebble Project, citing the U.S. Environmental Protection Agency's ("EPA") intervening veto of the development at Pebble. After the Nov. 25, 2020, denial of the permit application for the Pebble Project, a separate division of the USACE remanded the denial decision back to the USACE Alaska District on April 25, 2023, after an administrative review found numerous errors with the denial decision. Today, after several requests for extensions, the USACE has announced that it has declined to engage in the remand process altogether. The USACE reasoning is due to the EPA veto, which effectively prevents them from altering their decision while that veto is in place. On March 15, 2024, the Company announced it was filing an appeal of the EPA veto in Federal District Court in Alaska, and the State of Alaska filed its action against the veto on April 11, 2024. The Company said it is reviewing the decision of the USACE not to engage in the remand process and is evaluating appropriate next steps regarding the announcement. The Company also noted that the USACE decision is without prejudice and not based on the merits of the many technical issues raised in its appeal. Ron Thiessen, CEO of the Northern Dynasty, stated "This decision by the USACE exposes the fatal vulnerability of EPA's veto of the Pebble project. The EPA veto rests extensively on findings made in the USACE permit denial, which is itself flawed as pointed out in the Remand Order. The USACE itself, during its own administrative review process, avoided affirming its permit denial, ordering instead a remand to address some of the erroneous findings which are then relied upon by the EPA in its veto. This is because a number of these critical findings were contradicted by the administrative record." Mr. Thiessen continued, "This leaves them with an unsupportable federal bureaucratic position: The EPA veto rests upon USACE findings in its permit denial which were rebuked by its own internal administrative review; and now USACE refuses to address the critical flaws its own permit denial decision as ordered by its own administrative review because EPA has vetoed the project. We are confident the courts in our existing case against EPA will see through this illogical and contorted rationale and overturn the EPA veto, concluding that the EPA veto rests upon critical conclusions in the USACE permit denial which the USACE has now refused to address on remand. Our litigation against the EPA veto was made much stronger today by the USACE decision not to engage in the remand process as it was ordered to do so by its own administrative review." Mr. Thiessen concluded, "So the path forward is unchanged. Our primary focus remains on removing the EPA veto, either through federal government action or through our existing legal proceedings in conjunction with the State of Alaska. Once the veto is cleared, it opens the way for us to re-engage with the USACE." About Northern Dynasty Minerals Ltd. Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset, owned through its wholly owned Alaska-based U.S. subsidiary, Pebble Limited Partnership, is a 100% interest in a contiguous block of 1,840 mineral claims in Southwest Alaska, including the Pebble deposit, located 200 miles from Anchorage and 125 miles from Bristol Bay. The Pebble Partnership is the proponent of the Pebble Project. Vancouver, Canada-based Deloitte LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company incurred a consolidated net loss of $21 million during the year ended December 31, 2023 and, as of that date, the Company's consolidated deficit was $697 million. These conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. NUMBER HOLDINGS: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Number Holdings, Inc. and its affiliates. The committee members are: 1. EMCOR Facilities Services, Inc. Attn: Colleen M. Johns 1700 Markley Street, Suite 100 Norristown, PA 19401 Phone: 610-313-4565 cojohns@emcor.net 2. Eggs Unlimited LLC Attn: Frank Cohen 92 Corporate Park, Suite C-803 Irvine, CA 92606 Phone: 888-554-3977 fcohen@eggsunlimited.com 3. Vistar Corporation Attn: David Easton 188 Inverness Drive W, Suite 800 Englewood, CO 80112 Phone: 804-380-4005 david.easton@pfgc.com 4. PepsiCo, Inc. Attn: W. Conrad Ragan 1100 Reynolds Blvd. Winston-Salem, NC 27105 Phone: 336-972-8910 Fax: 336-896-6003 conrad.ragan@pepsico.com 5. NewMark Merrill Companies Attn: Bradford Pearl 24025 Park Sorrento, Suite 300 Calabasas, CA 91302 Phone: 818-710-6100 Fax: 818-710-6116 bpearl@newmarkmerrill.com 6. Hueneme Bay Center Attn: Matthew Sullivan 5731 West Slauson Avenue, Suite #222 Culver City, CA 90230 Phone: 213-623-0800 matthew.sullivan@lee-associates.com 7. Veronica Segura c/o Diversity Law Group, PC Attn: Simon Yang, Esq. 515 S. Figueroa Street, Suite 1250 Los Angeles, CA 90071 Phone: 213-488-6555 sly@diversitylaw.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About 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. OBERWEIS DAIRY: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 11 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Oberweis Dairy, Inc. and its affiliates. The committee members are: 1. 1836 Farms 1149 S. Virginia Street Terrell, TX 75160 Representative: Zachary J. Gingg 602-390-4366 zach@1836farms.com 2. Nussbaum Transportation Services 19336 N. 1425 E. Road Hudson, IL 61748-0649 Representative: Bill Wettstein 309-319-9277 Bill.wettstein@nussbaum.com 3. St. Charles Trading 1400 Madeline Lane Elgin, IL 60124 Representative: Doug Larson 630-377-0608 dlarson@stcharlestrading.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Oberweis Dairy Oberweis Dairy, Inc. is a dairy product manufacturing business in North Aurora, Ill. Oberweis Dairy and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 24-05385) on April 12, 2024. In the petition signed by Adam Kraber, president, Oberweis Dairy disclosed up to $50 million in both assets and liabilities. Judge David D. Cleary oversees the cases. The Debtors tapped Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd. as legal counsel and CPT Group, Inc. as noticing, claims, and solicitation agent. OIL STATES: Palisade Capital Holds 4.48% Stake as of April 11 ------------------------------------------------------------- Palisade Capital Management, LP disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of April 11, 2024, it beneficially owned 2,850,253 shares of Oil States International, Inc.'s Common Stock, representing 4.48%, based on 63,582,041 outstanding shares of common stock as of February 9, 2024, as reported in the Company's Quarterly Report on Form 10-K filed with the SEC on February 21, 2024. A full-text copy of the Report is available at https://tinyurl.com/y2zdxz73 About Oil States Headquartered in Houston, Texas, Oil States International, Inc. provides specialty products and services to oil and gas drilling and production companies. As of September 30, 2023, the Company had $1.048 billion in total assets against $349.6 million in total liabilities. Egan-Jones Ratings Company on September 19, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Oil States International, Inc. OMNIQ CORP: Subsidiary Dangot Secures Major Kiosk Order ------------------------------------------------------- OMNIQ Corp. on April 17, 2024, announced that its wholly-owned subsidiary, Dangot Computers Ltd, has secured a significant purchase order. The order includes the deployment of OMNIQ's interactive consumer management kiosks across the customer's locations, providing services to over 80% of the nation's population and businesses. This order is anticipated to be the first of multiple orders. This initiative underscores OMNIQ's critical role in revolutionizing consumer service operations through advanced technological solutions. The proprietary technology developed by OMNIQ is set to enhance consumer interactions by streamlining processes, reducing wait times, minimizing human error, and cutting operational costs. It furthermore allows OMNIQ's customers to generate important data, derived from the interactive process embedded in OMNIQ's solution, data which serves OMNIQ's customers to gain consumer awareness which increases revenue while decreasing expenses for the customer. OMNIQ has established itself as a frontrunner in the adoption of smart, integrated solutions in various sectors. Notably, it is a primary supplier of intelligent carts & kiosks to major organizations, including Israel's largest health maintenance organization and most hospitals, as well as quick-service restaurants (QSRs) within the nation. The newly introduced kiosks are equipped with state-of-the-art communication tools, sensors for swift and accurate patient identification, and printers. These kiosks are linked to main servers that manage patients' files, enhancing the service quality and speed, and thereby elevating the overall consumer experience. CEO Shai Lustgarten stated "Our investment in AI and Automation is paying off. We are proud to have been selected once again to supply OMNIQ's advanced, interactive self-service kiosks to be deployed in our customer's technology-focused service centers and locations. Allowing interactive functionalities and increasing automation in consumer services, is playing a critical role in helping to provide the best consumer experience. This is another example of our expanding business within the Israeli multibillion-dollar market where we provide Automation and AI-based solutions." About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. OUTLOOK THERAPEUTICS: Syntone Entities Report 11.4% Stakes ---------------------------------------------------------- Syntone Ventures LLC, Syntone LLC and Syntone Technologies Group Co., Ltd. disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of April 15, 2024, they beneficially owned 2,776,867 shares of Outlook Therapeutics, Inc.'s common stock, representing 11.4% of the shares outstanding, which is calculated based upon 23,298,495 Shares outstanding immediately following the April 2024 Private Placement, as confirmed by the Company, plus 1,071,429 Shares underlying the Warrants. The shares owned includes warrants to purchase up to an aggregate of 1,071,429 shares of common stock, par value $0.01 per share, of Outlook Therapeutics. Effective March 14, 2024, every 20 issued and outstanding shares of the Outlook's common stock was automatically combined into one issued and outstanding share of the Company's common stock. Prior to the Reverse Stock Split, Syntone Ventures LLC held 19,823,045 Shares and, as a result of the Reverse Stock Split, such Shares became 991,152 Shares. A full-text copy of the Report is available at https://tinyurl.com/2e9z25jr 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. PERFECTOS CIGAR: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Perfectos Cigar Lounge, Inc., according to court dockets. About Perfectos Cigar Lounge Perfectos Cigar Lounge, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01376) on March 21, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Jeffrey Rivera, president, signed the petition. Judge Lori V. Vaughan oversees the case. Chad Van Horn, Esq., at Van Horn Law Group, P.A., represents the Debtor as legal counsel. PERKY JERKY: Joli Lofstedt Appointed as Chapter 11 Trustee ---------------------------------------------------------- Patrick Layng, the U.S. Trustee for Region 11, asked the U.S. Bankruptcy Court for the District of Colorado to approve the appointment of Joli Lofstedt as Chapter 11 trustee for Perky Jerky, LLC. Ms. Lofstedt disclosed in a court filing that she has no connections with the company, creditors and other parties involved in the company's Chapter 11 case except that she is a member of the Chapter 7 panel trustees and a Subchapter V trustee in the District of Colorado. About Perky Jerky Perky Jerky, LLC, a Denver-based meat provider, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-15685) on Nov. 15, 2021, listing $1,934,044 in total assets and $15,753,488 in total liabilities. Brian Levin, chief executive officer, signed the petition. Judge Joseph G. Rosania Jr. oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, PC and SL Biggs serve as the Debtor's legal counsel and accountant, respectively. PHARMACARE US: Court Certifies Statewide Classes in Corbett Suit ---------------------------------------------------------------- The U.S. District Court for the Southern District of California granted in part and denied in part plaintiffs' motion for class certification; and denied the parties' respective motions to exclude experts' testimonies in the case captioned MONTIQUENO CORBETT and ROB DOBBS, individually and on behalf of all others similarly situated, Plaintiffs, v. PHARMACARE U.S., INC., Case No. 21-cv-137-JES, (S.D. Cal.). Plaintiffs filed this putative class action against PharmaCare on January 25, 2021, asserting consumer protection and breach of warranty claims based on its Sambucol product, a dietary supplement that is alleged to contain a proprietary extract of black elderberry. The parties engaged in two rounds of motions to dismiss, making the current operative complaint the Second Amended Complaint ("SAC"). The current claims that remain in the SAC are as follows: (1) California's Unfair Competition Law ("UCL"), Cal. Bus. & Prof. Code Sec. 17200 et seq.; (2) California's False Advertising Law ("FAL"), Cal. Bus. & Prof. Code Sec. 17500 et seq.; (3) California's Consumer Legal Remedies Act, Cal. Civ. Code Sec. 1750 et seq.; (4) Missouri's Merchandising Practices Act ("MPPA"), Mo. Ann. Stat. Sec. 407.010 et seq.; (5) Breach of Express Warranties; and (6) Breach of Implied Warranty of Merchantability. Plaintiffs rely on two underlying theories in their complaint. First, Plaintiffs allege that the Products contain a new unreported dietary ingredient and therefore, were illegal to sell as dietary supplements (the "NDI claim"). Second, Plaintiffs allege that the Products are labeled and marketed in a way that claims that they mitigate or prevent disease (the "Disease claim"). Plaintiffs asked the court to certify five classes: (1) a Nationwide Class for the NDI Claim; (2) a California Subclass for the NDI Claim; (3) a Missouri Subclass for the NDI claim; (4) a Nationwide class for the Disease Claim; and (5) a California Subclass for the Disease Claim. Both parties also filed competing motions to exclude experts that each party relies upon in their class certification arguments. District Judge James E. Simmons, Jr. denied certification of the proposed nationwide classes. Only the following classes were certified: (1) A California Subclass for the NDI Claim; (2) A Missouri Subclass for the NDI Claim; and (3) A California Subclass for the Disease Claim. Judge Simmons opined that in the case Mazza v. American Honda Motor Co., the Ninth Circuit set out a framework for determining whether California laws could be applied to a nationwide class. 666 F.3d 581 (9th Cir. 2012). The District Court found that Defendant has sufficiently established that there are at least some material differences between California and the other states for the relevant causes of action for the first step of the Mazza analysis. Moreover, the Court agreed with Defendant and found that the weight of the authority, including Ninth Circuit authority from Mazza, balances in favor of finding that the foreign class member's claims should be governed by the laws of the individual states because the place of the wrong is where each individual viewed the statements on the product labels and that it is not appropriate to apply California's laws to the nationwide class. With respect the proposed statewide classes, the Court concluded that Plaintiffs have sufficiently shown that Rule 23(b)(3)'s predominance requirement has been met for both the Disease Claim state classes and NDI Disease state classes. Upon consideration of the competing expert testimony and the respective critiques of each other's expert testimony, the Court concluded that the dispute is not sufficient to defeat class certification on predominance. A copy of the District Court opinion dated March 29, 2024 is available at: https://www.pacermonitor.com/view/A6IRKEA/Corbett_et_al_v_PharmaCare_US_Inc__casdce-21-00137__0210.0.pdf?mcid=tGE4TAMA PHILIP TRIGIANI: Joseph Schwartz Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Joseph Schwartz Esq., at Riker Danzig Scherer Hyland & Perretti, LLP, as Subchapter V trustee for Philip Trigiani Acupuncture, PC. Mr. Schwartz will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Schwartz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joseph L. Schwartz, Esq. Riker Danzig Scherer Hyland & Perretti, LLP One Speedwell Avenue, Morristown, NJ 07962-1981 Phone: (973) 451-8506 Email: jschwartz@riker.com About Philip Trigiani Acupuncture Philip Trigiani Acupuncture, PC is a wellness center located at 470 West End Ave., Apt. 1C, New York, N.Y. Philip Trigiani Acupuncture filed Chapter 11 petition (Bankr. D.N.J. Case No. 24-13391) on April 1, 2024, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Philip Trigiani, owner, signed the petition. Brian G Hannon, Esq., at Norgaard, O'Boyle & Hannon represents the Debtor as legal counsel. PHYSICIAN PARTNERS: Moody's Lowers CFR & First Lien Loans to Caa2 ----------------------------------------------------------------- Moody's Ratings downgraded the ratings of Physician Partners LLC's (aka Better Health Group) including the Corporate Family Rating to Caa2 from B2 and the Probability of Default Rating to Caa2-PD from B2-PD. Moody's also downgraded the rating of Better Health Group's backed senior secured first lien credit facilities to Caa2 from B2. The outlook is stable. The downgrade of Better Health Group's ratings reflects worsening operational performance and a significant increase in leverage, which increased from 5.1x as of September 30, 2023, to 7.9x by the end of fiscal year 2023. This increase in financial leverage is primarily due to a rise in operating expenses, which include an increase in medical claims costs linked to the capitated plans, and higher labor costs. There has been higher utilization under the plans partly because of the higher severity of patient conditions and an increase in elective procedures, approaching pre-pandemic levels. The company's EBITDA is also highly prospective, with a growing percentage of pro forma add backs, which are adjustments made for costs, expenses, or revenue losses that are expected to be one-time or non-recurring events. These include the company's new clinic maturity adjustments and new opening costs. Better Health Group has reduced is expansion of new clinics in 2024, but has been unable to decrease its costs sufficiently to prevent further erosion of profit margins. Furthermore, alterations to reimbursement risk adjustments models are expected to put additional strain on these margins in 2024 and beyond. Better Health Group has been working with payors to renegotiate contracts, but Moody's expects the company's leverage to increase significantly as the company's earnings decline. Moody's forecasts Better Health Group will have negative free cash flow over the next 12-24 months. As a result, Better Health Group will need to draw on the revolver to continue to fund its operations. 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. The stable outlook reflects Moody's view that the likelihood of a default is high as the company's capital structure becomes unsustainable with declining earnings and profitability as well as negative free cashflow generation. RATINGS RATIONALE Better Health Group's Caa2 rating is constrained by deteriorating operating performance, and very high leverage, 7.9x for FYE 2023, up from 5.1x LTM September 30, 2023 (before the incremental term loan). Moody's forecasts that leverage will increase in 2024, due to higher medical claims costs associated with the capitated plans and lower reimbursement anticipated from the change in Medicare reimbursement risk models from V24 to V28. Better Health Group has reduced is expansion of new clinics in 2024 and is working with payors to renegotiate contracts, but has Better Health Group has been unable to decrease its costs sufficiently to prevent further erosion of profit margins. The company's EBITDA is also highly prospective, with a growing percentage of pro forma add backs. Moody's does not fully adjust EBITDA for all acquisition expenses, new clinic opening costs and implemented corporate expense initiatives as some of these are ongoing for companies with roll up strategies, such as Better Health Group. The company has moderate scale and geographic concentration in Florida. Geographic density can be beneficial as it offers members a strong network of physicians to meet their healthcare needs, but it also adds to economic risks and increasing competition. An inherent challenge within the company's business model is that it requires the company to aggressively manage the cost of patient care, because it earns revenue on a capitated basis from Medicare Advantage plan providers. Better Health Group benefits from favorable industry dynamics, as its business model aligns incentives of improving patient outcomes while focusing on treating patients with Medicare Advantage health insurance plans in a cost-effective manner. Moody's anticipates that Better Health Group will maintain adequate liquidity over the next 12 months. This is supported by an undrawn $105 million committed revolving credit facility less LCs, about $157 million of cash and $27.5 million of short-term treasuries as of FYE 2023. Moody's forecasts Better Health Group will have negative free cash flow over the next 12-24 months. As a result, Better Health Group will continue to burn cash and will need to draw on the revolver to continue to fund its operations. Better Health Group $105 million revolving credit facility has a springing maximum first lien net leverage covenant with step-downs over time, that springs at 35% utilization on the revolver. The revolver is not currently being used, but by the end of 2024, there will be very little cushion. Alternate liquidity sources are limited as the company's assets are encumbered by the first lien credit facilities. The Caa2 ratings on the senior secured credit facilities ($105 million revolver, $600 million first lien term loan and $150 million incremental term loan) reflect their interest in substantially all assets of the borrower and the fact that the secured debt is the sole financial debt within the company's capital structure. Better Health Group's CIS-5 (previously CIS-4) 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-5), 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 Ratings could be upgraded if Better Health Group substantially improves operating performance, profitability, and materially reduces leverage to a more sustainable level. Better Health Group will also need to demonstrate a track record of effectively managing its cost structure and its aggressive growth strategy. An improvement in liquidity could also lead to an upgrade. The ratings could be downgraded if Better Health Group experiences any additional operating setbacks that materially weaken earnings or if liquidity further deteriorates. Further, rising likelihood of debt impairment would also lead to a rating downgrade. Better Health Group is a value-based primary care physician group and managed service organization (MSO) network that services over 260,000 members, with over 1,200 providers and 148 owned centers. Private equity firm, Kinderhook Industries, is an investor in Better Health Group with LTM revenue as of December 31, 2023 of approximately $1.3 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PLZ CORP: Moody's Affirms 'B3' Corp. Family Rating, Outlook Stable ------------------------------------------------------------------ Moody's Ratings affirmed PLZ Corp.'s B3 corporate family rating, B3-PD probability of default rating, and B3 backed senior secured first lien bank credit facilities rating. The outlook is stable. "The ratings affirmation reflects PLZ's position as a leading provider of specialty aerosol and liquid products in the relatively stable consumer products market. Moody's expects PLZ to maintain good liquidity with FCF-to-debt in the low single-digits," said Eoin Roche, Moody's Vice President Senior Credit Officer. RATINGS RATIONALE The B3 CFR reflects high financial leverage, modest scale and weak credit metrics. As of September 2023, Moody's Ratings adjusted debt-to-EBITDA was well in excess of 8x. This high leverage limits financial flexibility and raises concerns about the company's looming capital structure, the majority of which, becomes due in 2026. Moody's Ratings also has concerns about PLZ's quality of earnings, which have historically included multiple add-back items to earnings. PLZ benefits from its exposure to relatively stable consumer products endmarkets. The rating also benefits from the company's entrenched market position with long-standing customer relationship, low capital needs and diverse customer base. The stable outlook reflects Moody's expectations of a relatively stable operating environment and continued growth, albeit modest, in earnings and free cash flow. Moody's views PLZ's liquidity to be good. The company had a cash balance of around $38 million as of September 2023. PLZ has a relatively short-dated capital structure with approximately $1.1 billion of first lien term loan debt becoming due in 2026. Amortization on term debt is manageable at around $11 million per annum. Moody's anticipates positive free cash flow in 2024 with FCF-to-debt in the low single-digits. External liquidity is provided by a $100 million revolver that expires in April 2026. The facility was undrawn as of September 2023. The revolver contains a springing first lien net leverage ratio of 8.1x, that comes in effect if borrowings under the facility exceed 35%. Moody's expects the company to have ample cushion with respect to its financial covenant. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if debt-to-EBITDA is sustained below 6x with free cash flow-to-debt sustained at or approaching the mid-single digits. Ratings could be downgraded if debt-to-EBITDA remains above 7x or if PLZ has negative free cash flow. The ratings could also be downgraded if PLZ does not refinance its debt well in advance of its 2026 maturities or if the company's quality of earnings does not improve. Headquartered in Downers Grove, Illinois, PLZ Corp., is a manufacturer and marketer of specialty aerosol and liquid products including cleaners, disinfectants, lubricants, air fresheners, antiperspirants, sunscreen, polishes, adhesives and insecticides for the North American market. The company has approximately 4,000 PLZ developed proprietary aerosol and liquid formulations and serves janitorial, sanitation, industrial, automotive, paint, glass, personal care and other end markets. The company is owned by Pritzker Private Capital. The principal methodology used in these ratings was Manufacturing published in September 2021. PRIDE OF CONNECTICUT: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The U.S. Trustee for Region 2 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of The Pride of Connecticut Lodge 1437. About The Pride of Connecticut Lodge 1437 The Pride of Connecticut Lodge 1437 I.B.P.O.E. of W Elks Incorporated sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 24-20183) on March 7, 2024, listing $100,000 to $500,000 in both assets and liabilities. Preston Neal, executive board member, signed the petition. The Law Office of Josephine Smalls Miller represents the Debtor as counsel. QHT-US INC: Michael Thomson Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 19 appointed Michael Thomson as Subchapter V trustee for QHT-US,Inc. Mr. Thomson will be paid an hourly fee of $445 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Thomson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael F. Thomson 222 South Main Street, Suite 1730 Salt Lake City, UT 84101 801-478-6917 Email: thomsonm@gtlaw.com About QHT-US Inc. QHT-US, Inc. is a family-owned healthy lozenge manufacturer located in Utah. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 24-21569) on April 8, 2024, with up to $500,000 in assets and up to $10 million in liabilities. John W. Taylor, president and chief executive officer, signed the petition. Judge Kevin R. Anderson oversees the case. Adam S. Affleck, Esq., at Richards Brandt Miller Nelson, is the Debtor's legal counsel. RANGE RESOURCES: Moody's Affirms Ba2 CFR, Outlook Remains Positive ------------------------------------------------------------------ Moody's Ratings affirmed Range Resources Corporation's ratings, including its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and Ba3 senior unsecured notes rating. The SGL-1 Speculative Grade Liquidity rating was unchanged. The rating outlook remains positive. "The affirmation considered Range's low cost Marcellus operations, significant liquids production, disciplined hedging strategy, and substantial firm-transportation contracts," said Sajjad Alam, a Moody's Vice President. "The positive outlook assumes that Range should be able to generate meaningful free cash flow and further reduce debt despite the expected weakness in North American gas prices through most of 2024." RATINGS RATIONALE The Ba2 CFR is supported by Range's large natural gas resource base in Appalachia, significant exposure to natural gas liquids that improve overall price realization, lower base decline rate and reinvestment requirements given its long drilling history in the Marcellus Shale, and consistent track record of low cost and capital efficient operations. The CFR also reflects management's commitment to conservative financial policies, including maintaining a strong balance sheet and hedging consistently to minimize price risks. Range's ratings are constrained by its sensitivity to volatile natural gas and NGLs prices with natural gas representing 68%-69% of production, high geographic concentration and partial exposure to negative basis differentials in the Appalachian basin due to gas takeaway constraints. Range should be able to maintain very good liquidity through 2025, which is captured in the SGL-1 rating. The company's substantial hedge book, efficient operations and relatively low level of maintenance capital spending should help generate a modest amount of free cash flow over the next twelve months even if benchmark Henry Hub gas prices remain subdued. As of December 31, 2023, Range had $212 million of cash and no borrowings under its $1.5 billion committed revolving credit facility (backed by a $3 billion borrowing base), which expires on April 14, 2027. The revolver had $1.33 billion in available borrowing capacity after accounting for $173 million of outstanding letters of credit at December 31, 2023. The credit agreement governing the revolver contains financial maintenance covenants requiring a minimum current ratio of 1x and maximum net leverage of 3.75x. Range should have ample cushion under these financial covenants. The company's next maturity is in May 2025 when the 4.875% senior notes will come due, which Moody's believes the company can comfortably repay using cash on hand, free cash flow and available revolver borrowing capacity. While the company had $1.1 billion of remaining capacity under its Board approved $1.5 billion share repurchase program as of December 31, 2023, Moody's does not expect additional buybacks in 2024 if gas prices remain depressed. The senior unsecured notes are rated Ba3, one notch below Range's Ba2 CFR, reflecting the priority claim of the company's $1.5 billion senior secured revolving credit facility, which has a first-lien claim over substantially all of Range's assets. The positive outlook reflects Moody's expectation that Range will repay a substantial portion of its 2025 notes to achieve gross debt reduction consistent with management's publicly stated leverage objectives. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade is possible if Range can substantially reduce debt towards its stated target and deliver free cash flow consistently. More specifically, an upgrade could be considered if the company sustains retained cash flow (RCF)/debt above 40% and a leveraged full-cycle ratio (LFCR) near 2x at mid-cycle natural gas prices. Range's ratings could be downgraded if RCF/debt declines towards 30%, the LFCR falls below 1.5x or the company generates recurring negative free cash flow. Range Resources Corporation is a Fort Worth, Texas based publicly traded independent exploration and production company with primary operations in the Marcellus Shale in Pennsylvania. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. REKOR SYSTEMS: All Five Proposals Passed at Annual Meeting ---------------------------------------------------------- Rekor Systems, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it held its Annual Meeting of Stockholders at which the stockholders: (1) elected Robert Berman, Paul A. de Bary, Glenn Goord, David Hanlon, Steven D. Croxton, Sanjay Sarma, Tim Davenport, Andrew Meyers, and Anne Townsend as directors to serve until the next annual meeting of stockholders and until their successors are named and qualified, or until their earlier resignation or removal; (2) ratified the appointment of Marcum LLP as the Company's independent public accountant for the fiscal year ending Dec. 31, 2024; (3) adopted an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 to 300,000,000; (4) adopted an amendment and restatement to the Company's 2017 Equity Award Plan to increase the number of authorized shares of common stock reserved for issuance to 10,000,000 shares; and (5) approved the compensation of the Company's named executive officers, on an advisory basis. About Rekor Systems, Inc. Headquartered in Columbia, MD, Rekor -- https://rekor.ai -- is developing and implementing state-of-the-art roadway intelligence systems using AI and machine learning. Pioneering the implementation of digital infrastructure in its communities, Rekor is redefining infrastructure by collecting, connecting, and organizing the world's mobility data - laying the foundation for a digital-enabled operating system for the road. With its Rekor One Roadway Intelligence Engine at the foundation of its technology, the Company aggregates and transforms trillions of data points into intelligence through proprietary computer vision, machine learning, and big data analytics that power its platforms and applications. The Company's solutions provide actionable insights that give governments and businesses a comprehensive picture of roadways while providing a collaborative environment that drives the world to be safer, greener, and more efficient. East Hanover, NJ-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company has incurred significant losses and may need 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. REYNOLDS CONSUMER: S&P Raises ICR to 'BB+' on Strong Profit Growth ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based Reynolds Consumer Products Inc. to 'BB+' from 'BB'. S&P said, "Concurrently, we raised the issue-level rating on the senior secured debt to 'BBB-'. The recovery rating remains '2', indicating our expectations for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default. "The stable outlook reflects our expectation that Reynolds will continue to expand EBITDA and generate strong free operating cash flow (FOCF) over the next year, which it will primarily use to reduce gross debt and pay dividends such that S&P Global Ratings-adjusted leverage remains well below 3x. "The upgrade reflects Reynolds' improved credit metrics from EBITDA growth and debt reduction, and our expectation for leverage sustained well below 3x." The company reduced S&P Global Ratings-adjusted leverage to about 2.7x as of the end of 2023 from 3.8x as of the end of 2022 (after peaking at 4x during the quarter ended March 31, 2023). Commodity costs (mainly for aluminum and resin) that have eased from 2022 peaks and the resolution of Reynolds' milling equipment disruptions supported this decrease. This is despite weakening volumes across its portfolio as consumers pull back spending due to high inflation and interest rates, increasing credit card debt, and lower household savings. S&P expects this will continue to pressure the top line in 2024, reducing net revenue by about 5% compared to 2023, partially offset by Reynolds' commitment to innovation, higher advertising spending, and demonstrated capability to expand market share in a mature industry. Furthermore, the company's material presence in private-label products provides some offset to consumers trading down or changing purchase patterns for better pricing and value, albeit at lower margins. Nevertheless, S&P expects the company will increase annual S&P Global Ratings-adjusted EBITDA to about $700 million in 2024 from $667 million in 2023 and generate FOCF upward of $300 million, which will support further deleveraging to about 2.4x at the end of 2024. S&P expects Reynolds will remain committed to its long-term net leverage target of 2x-2.5x. This measure, based on management's calculations, is similar to S&P Global Ratings-adjusted calculations. Reynolds generated about $540 million of reported FOCF in 2023 on improving EBITDA and reducing to more normal inventory, which it used for debt repayment and dividends. S&P expects the company will remain committed to its financial policy and continue to invest cash flow in its brands, pay down debt, and return cash to shareholders such that leverage remains within its target range. S&P said, "While we do not assume any acquisitions in our base-case forecast, we believe any potential acquisitions would be tuck-in deals and limited to products that complement its portfolio. If Reynolds increases leverage above 3x for a debt-funded acquisition or shareholder return such as a special dividend/share repurchase (possibly to return cash to majority shareholder Graeme Hart) without a credible plan in place to reduce debt, we could view it as a shift toward a more aggressive financial policy. "The stable outlook reflects our expectation Reynolds will continue to modestly expand EBITDA over the next year while maintaining its financial policy, such that it sustains leverage well below 3x." S&P could lower the rating if the company adopts more aggressive financial policies or profitability deteriorates such that leverage weakens and is sustained above 3x. This could occur in the event of: -- A resurgence of input cost inflation that Reynolds cannot largely offset with price increases and productivity improvements; -- Prolonged supply chain, labor, and logistics-related disruptions; -- Consumers trading down to Reynolds' private-label products, which carry materially lower profit margins; or -- Substantial acquisitions, dividends, or share repurchases. Although unlikely in the next 12 months, S&P could raise the rating if: -- S&P favorably reassess the company's business risk if Reynolds increases its size and scale while managing input cost volatility and maintaining solid profitability; or -- Reynolds adopts more conservative financial policies, including leverage sustained below 2x. RIBBON COMMUNICATIONS: Moody's Assigns 'B2' CFR, Outlook Stable --------------------------------------------------------------- Moody's Ratings assigned a B2 corporate family rating and a B2-PD probability of default rating to Ribbon Communications Inc. (Ribbon Communications or Ribbon), a global provider of software and network solutions to enable real-time communications and high-bandwidth networking and connectivity. Moody's also assigned B2 ratings to the proposed backed senior secured first lien bank credit facilities issued by Ribbon's operating subsidiary, Ribbon Communications Operating Company, Inc., which consists of a $350 million senior secured term loan B maturing 2030 and a $65 million senior secured revolving credit facility expiring 2029. Moody's also assigned a speculative grade liquidity (SGL) rating of SGL-2 to Ribbon Communications Inc. indicating good liquidity. The outlook for both entities is stable. Proceeds from the term loan will be used to refinance existing debt and preferred equity and to pay fees and expenses related to the transaction. Governance considerations were a driver of the rating assignments and reflect high financial leverage resulting from the transaction. The assigned ratings are subject to review of final documentation and no material change to the size, terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE The B2 CFR reflects Ribbon's small scale, high pro forma debt to EBITDA leverage of 6.6x (5.3x when adding back restructuring expenses) as of year-end 2023 that Moody's estimates will decline towards 4.6x (3.8x when adding back restructuring expenses) over the next 12 months, high customer concentration with top 20 customers comprising 57% of 2023 revenue, and execution risk in generating positive EBITDA in its IP Optical Networks segment due to a history of negative, but improving, EBITDA contribution. The rating is also constrained by the cyclicality of the telecom equipment industry, the company's exposure to technology cycles and intense competition with peers of greater scale, and high investment and research & development costs required to provide competitive products and solutions which constrain margins. Ribbon's B2 CFR benefits from the long-term growth prospects of the expanding communications networking market, contribution from its profitable, and predictable, cloud & edge segment, its broad geographical diversification serving service providers and enterprises in over 140 countries, long tenured relationships with blue chip customers, high customer renewal rates, and good liquidity supported by Moody's expectation of positive free cash flow over the next 12 months. All financial metrics cited reflect Moody's standard adjustments unless otherwise noted. Marketing terms for the new credit facilities (final terms may differ materially) include the following: (1) Incremental pari passu debt capacity up to the greater of 100% of EBITDA as of the closing date and 100% of TTM EBITDA, plus unlimited amounts subject to a 3.5x first lien net leverage ratio. The new term loan facility includes a financial maintenance covenant set at 5.0x Maximum Consolidated Net Leverage Ratio, tested quarterly. There is no inside maturity sublimit. (2) A "blocker" provision prohibits unrestricted subsidiaries from owning material intellectual property. (3) The credit agreement is expected to provide some limitations on up-tiering transactions, requiring affected lender consent for amendments that subordinate the debt and liens unless such lenders can ratably participate in such priming debt. Management expects debt capital to be comprised of a $65 million revolving credit facility expiring in 2029 and a $350 million term loan B due 2030. The B2 bank credit facility ratings, the same as the B2 CFR, reflect the preponderance of debt represented by the term loan and revolver. The term loan and revolver are issued by the operating subsidiary of Ribbon Communications Inc., Ribbon Communications Operating Company, Inc., and are guaranteed by the borrower's direct and indirect, existing and future, wholly-owned domestic subsidiaries, subject to certain exceptions, as defined by the credit agreement. The term loan and revolver have a first priority security interest in substantially all assets, a 100% stock pledge of the borrower and guarantors, and as 65% stock pledge of any foreign subsidiaries. The SGL-2 rating reflects Moody's expectation that Ribbon will maintain good liquidity over the next 12 months supported by approximately $50 million cash pro-forma for the transaction and an undrawn $65 million revolver expiring 2029. Cash needs over the next 12 months include around $30 million interest expense, $3.5 million of annual debt amortization payments and around $20 million of capital spending. Given Moody's expectation of free cash flow generation over the next 12 months, Moody's expects Ribbon's revolver will likely remain undrawn under a normal course of business. The revolver and term loan are likely to contain a financial maintenance covenant, total net leverage, tested quarterly that cannot exceed 5x (with no step downs). Moody's expects Ribbon will maintain sufficient covenant cushion. The stable outlooks reflect Moody's expectations of low-to-mid-single-digit percentage revenue growth and some EBITDA margin expansion over the next 12 months while Ribbon maintains at least good liquidity. Moody's expects that debt to EBITDA leverage will decline towards 4.5x over the outlook period primarily driven by EBITDA growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Ribbon is expected to increase revenue scale meaningfully, diversify customer concentration, sustain EBITDA margins approaching 15%, and sustain conservative financial policies including debt to EBITDA below 3.5x and a good liquidity profile including high-single-digit free cash flow to debt. The ratings could be downgraded if there is a deterioration in business fundamentals evidenced by revenue declines and EBITDA margins sustained below 10%. Additionally, a deterioration in liquidity or debt to EBITDA sustained above 4.5x times could pressure the rating. The principal methodology used in these ratings was Diversified Technology published in February 2022. Formed in 2017 and domiciled in Plano, Texas, Ribbon Communications Inc. (NASDAQ: RBBN) is a global provider of communications technology to service providers and enterprises through its Cloud & Edge and IP Optical Networks segments. The company generated $826 million of revenue in 2023. SALLY HOLDINGS: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings affirmed Sally Holdings LLC's Ba1 corporate family rating, Ba1-PD probability of default rating, the Ba2 rating on its backed senior unsecured notes due 2032 and the Baa3 rating on the company's backed senior secured term loan due 2030. The company's speculative grade liquidity rating (SGL) remains unchanged at SGL-1. The rating outlook is maintained at stable. The affirmation of the ratings reflects Sally's overall steady operating performance, cash flow and credit metrics. Sally's debt to EBITDA has remained at about 2.7x since 2021. EBIT to interest has declined to about 3.5x for the LTM ended December 31, 2023 from 3.9x from 2021 due to higher interest rates, but Moody's expects coverage to improve over time as Sally repays debt and earnings improve. Moody's expects Sally to invest in growth through new store openings and tuck in acquisitions financed through free cash flow. RATINGS RATIONALE Sally's Ba1 CFR reflects the company's good market position in the professional beauty supply market, typically steady performance through economic cycles, geographic diversity and strong merchandising focus which has historically benefited the company's margins. The rating also reflects Sally's solid credit metrics. Since 2020, Sally has repaid $728 million of debt with excess cash. Sally's lower debt level has supported its ability to maintain solid credit metrics despite the 14% decline in earnings reflecting low-to-mid single digit same store sales declines and store and related distribution center closings. Sally's debt/EBITDA was 2.7x for the LTM ended December 31, 2023 down from 4.1x in 2020. EBIT/interest also strengthened to 3.5x from 2.4x for the same period, although there is very little cushion in the coverage ratio relative to Moody's 3.5x downgrade threshold. Moody's expects leverage to remain below 3.0x in 2024 and for coverage to improve over time as Sally's earnings improve. Earnings will improve in part because of the company's Fuel for Growth cost reduction initiative, as well as increased penetration of its owned brands, which currently represent nearly 35% of revenue. Sally's ratings are constrained by its relatively small scale, difficult consumer spending environment and the need to execute its business transformation plans. Sally maintains very good liquidity supported by $121 million of unrestricted cash on hand and $437 million available under the company's $500 million ABL revolving credit facility expiring May 2026. The company generated $149 million of free cash flow for the LTM Ended December 31, 2023. The stable outlook reflects Moody's expectation that credit metrics will not deteriorate meaningfully from current levels and company will continue to implement strategies to improve top line results. The outlook takes into account that the company will maintain a disciplined approach to shareholder returns and acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings upgrade will require well-articulated and clear financial policies that support credit metrics and a capital structure consistent with an investment grade rating, including a largely unsecured capital structure. An upgrade rating would also require very good liquidity with strong free cash flow generation, consistent revenue growth and margin expansion, improving position of its e-commerce business, and adjusted debt to EBITDA sustained below 2.5x and EBIT/interest sustained above 5.5x. Ratings could be downgraded if operating performance were to sustainably weaken, financial policies were to become more aggressive, or the company is unable to maintain at least good liquidity. Specific metrics that could lead to a downgrade include adjusted debt to EBITDA sustained above 3.5x, or EBIT/interest sustained below 3.5x. The principal methodology used in these ratings was Retail and Apparel published in November 2023. Sally Beauty Holdings, Inc. is an international specialty retailer and distributor of professional beauty supplies with revenue of approximately $3.8 billion for the LTM period ended December 31, 2023. Through the Sally Beauty Supply and Beauty Systems Group businesses, the Company sells and distributes through over 4,500 stores, including 133 franchised units, and has operations throughout the United States, Puerto Rico, Canada, Mexico, Chile, the United Kingdom, Ireland, Belgium, France, the Netherlands, Spain and Germany. SNAP ONE: S&P Places 'B' Issuer Credit Rating on Watch Positive --------------------------------------------------------------- S&P Global Ratings placed its 'B' issuer credit rating and issue-level ratings on Snap One Holdings Corp. on CreditWatch with positive implications. S&P expects to resolve the CreditWatch upon close. On April 15, 2024, Resideo Technologies Inc. announced that it agreed to acquire Snap One Holdings Corp. for a total transaction value of approximately $1.4 billion. S&P expects Snap One will integrate with higher-rated Resideo and that all its debt will be repaid upon close of the acquisition in the second half of 2024. Snap One will be acquired by a higher-rated entity. S&P believes it will integrate with Resideo (BB+/Negative/--) and that all its debt will be repaid as part of the transaction. S&P said, "The CreditWatch placement reflects our expectation that Snap One will be acquired by a higher-rated entity. We expect Snap One's debt will be repaid and will discontinue the ratings upon closing in the second half of 2024." SPIRIT AIRLINES: Investor Update Shows $1.2B Q1 2024 Liquidity -------------------------------------------------------------- Spirit Airlines, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on April 15, 2024, the Company provided an update to investors announcing certain preliminary estimates and guidance for the first quarter 2024. As previously disclosed, on March 26, 2024, Spirit entered into an agreement with International Aero Engines, LLC, an affiliate of Pratt & Whitney, pursuant to which IAE will provide Spirit with a monthly credit (the "IAE credits") through the end of 2024, subject to certain conditions, as compensation for each Spirit aircraft unavailable for operational service due to PW100G-JM geared turbo fan ("GTF") engine availability issues ("AOG aircraft"). The estimated impact of the Agreement on Spirit's liquidity for the full year 2024 is currently expected to be between $150 million and $200 million. Spirit intends to discuss appropriate arrangements with Pratt & Whitney in due course for any Spirit aircraft that remain unavailable for operational service after December 31, 2024. In its initial first quarter 2024 adjusted operating margin guidance, the Company estimated it would recognize approximately $38 million of credits for AOG aircraft and that these credits would be an offset to other operating expense during the period in which the AOG occurred. After further consideration of the relevant accounting guidance, it has since been determined that the credits will be accounted for as vendor consideration in accordance with ASC 705-20 and will be recognized as a reduction of the purchase price of the goods and services acquired from IAE during the period, which may include maintenance costs, purchase of spare engines and short-term rentals of spare engines, based on an allocation that corresponds to the Company's progress towards earning the credits. This accounting treatment will result in delayed recognition of a significant portion of these credits in the Company's consolidated statement of operations because they will initially be recognized as a reduction to the cost basis of capitalized maintenance and/or spare engines. Given the above referenced change in accounting for the IAE credits, Spirit now estimates it will recognize approximately $1.6 million of credits related to AOG aircraft in the first quarter 2024. The change in accounting for the AOG credits drives a variance of approximately 300 basis points of operating margin for the first quarter 2024. Despite the estimated amount of credit recognized during the quarter being significantly less-than-expected, total operating expenses for the quarter are estimated to be in line with the Company's previous guidance primarily due to better-than-expected operational efficiencies that drove less labor and other expense. In addition, airport rents and landing fees are estimated to come in favorable compared to the Company's original forecast due to signatory adjustments and lower airport rent expense driven by network changes. Spirit currently estimates its first quarter 2024 adjusted operating margin will be negative 14.5 percent to negative 13.5 percent. If the Company had recognized all the AOG credits to be received for AOG aircraft in the first quarter 2024, the Company estimates its operating margin would have been negative 11.5 percent to negative 10.5 percent. The Company estimates total capital expenditures for the first quarter 2024 were approximately $30 million, primarily related to expenditures related to the building of Spirit's new headquarters campus in Dania Beach, Florida, and purchases of spare parts, including four spare engines, partially offset by net inflows of aircraft pre-delivery deposits. The Company estimates it ended the first quarter 2024 with unrestricted cash and cash equivalents, short-term investment securities and liquidity under the Company's revolving credit facility of $1.2 billion. The Company estimates it will end the full year 2024 with approximately $1.4 billion of Liquidity. About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. * * * Fitch Ratings in February 2024 downgraded Spirit Airlines' Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'. The rating outlook remains Negative. The downgrade reflects Fitch's updated rating case forecasting structurally weaker operating profits. Credit metrics affected include EBITDAR fixed-charged coverage sustained below 1.5x, inconsistent with a 'B' rating. The Negative Outlook reflects Fitch's view that Spirit faces increased turnaround risk following a judge's decision to block Spirit's merger with JetBlue. Fitch believes Spirit needs to articulate a near-term plan to preserve liquidity. The company must also address its September 2025 refinancing risk and improve profitability to avoid further negative rating action. SSG LLC: Claims to be Paid From Continued Operations ---------------------------------------------------- SSG, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization dated April 15, 2024. SSG, LLC d/b/a Studio Service Group began operations in 2019 and was incorporated in Georgia in 2019. Debtor provides prop rental, fabrication, and refurbishment for commercial, television, and film productions and sells excess prop inventory. The SSG, LLC d/b/a Studio Service Group began operations in 2019 and was incorporated in Georgia in 2019. Debtor provides prop rental, fabrication, and refurbishment for commercial, television, and film productions and sells excess prop inventory. The Debtor invested substantial capital to make the leased warehouse operational. During COVID, Debtor's business was significantly impacted by the shut-down of film productions. Debtor took out an SBA Economic Injury Disaster Loan to fund the business. Due to the shutdown in the film industry, Debtor was unable to maintain its rent payments with its landlord, Ridgewood Group GA, LLC whereby Debtor entered into a forbearance agreement for the arrearage which was secured by inventory of the business. SSG, LLC filed bankruptcy on August 30, 2023 to reorganize its affairs. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 8 consists of General Unsecured Claims. The allowed unsecured claims total $3,046,990.39. The Class 8 Claims are Impaired by the Plan and the holders of the Class 8 Claims are entitled to vote to accept or reject the Plan. Notwithstanding anything else in this Plan to the contrary, any Class 8 Claim shall be reduced by any payment received by the creditor holding such claim from any third party or other obligor and Debtor's obligations hereunder shall be reduced accordingly. Class 9 consists of the Interest Claims (i.e., claim of Debtor's members based on ownership of Debtor). CTSV Productions, LLC shall retain its 50% interest in the Debtor. Tommy Tools LLC shall retain its 20% interest in the Debtor. House of Stark Enterprises, LLC shall retain its 15% interest in the Debtor. SKTK Investment Partners, LLC shall retain its 15% interest in the Debtor. "Administrative and General Unsecured Creditors Payment" means the projected disposable income of the Debtor to be received in the three-year-period beginning on the date that the first payment is due to the General Unsecured Creditors under this Plan, which will be applied to make payments under the Plan. The timing of such payments shall be as follows: Debtor shall pay the Administrative and General Unsecured Creditors Payment commencing on the 28th day of the first full month following the Effective Date and continuing by the 28th day of each subsequent month (or the next Business Day if the 28th day is not a Business Day) for a total of 36 months. Such payments shall be disbursed as follows: * First, to any allowed administrative expenses fees pro rata until paid in full. Debtor anticipates and projects the following administrative expenses: (1) Jones & Walden, LLC, as counsel to the Debtors, and (2) Tamara Ogier, as Subchapter V Trustee. -- Upon payment in full of any allowed administrative expense fees, all remaining payments shall be paid to Class 8 General Unsecured Creditors pro rata. -- For the avoidance of doubt, priority claims of the Internal Revenue Service and the Georgia Department of Revenue shall be treated as provided in their respective Classes. The source of funds for the payments pursuant to the Plan is Debtor's continued operations and sale of inventory. A full-text copy of the Plan of Reorganization dated April 15, 2024 is available at https://urlcurt.com/u?l=qy7Ubb from PacerMonitor.com at no charge. Attorney for the Debtor: Leslie M. Pineyro, Esq. JONES & WALDEN LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: lpineyro@joneswalden.com About SSG, LLC SSG LLC, doing business as Studio Services Group, provides prop rental, fabrication and refurbishment for commercial television and film productions. It leases storage space, rents props, fabricates sets and props, and sells excess inventory as its ordinary business operations. SSG filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58340) on Aug. 30, 2023, with up to $10 million in both assets and liabilities. Tamara Miles Ogier, Esq., at Ogier, Rothschild & Rosenfeld, PC has been appointed as Subchapter V trustee. Judge Sage M. Sigler oversees the case. Leslie Pineyro, Esq., at Jones & Walden, LLC, represents the Debtor as legal counsel. STARK ENERGY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Stark Energy, Inc. 1860 4th Ave E Dickinson, ND 58601-3362 Chapter 11 Petition Date: April 23, 2024 Court: United States Bankruptcy Court District of North Dakota Case No.: 24-30168 Judge: Hon. Shon Hastings Debtor's Counsel: Erik A. Ahlgren, Esq. AHLGREN LAW OFFICE, PLLC 220 W. Washington Ave 105 Fergus Falls MN 56537 Email: erik@ahlgrenlawoffice.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Robert Fettig 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/MRR7VWQ/Stark_Energy_Inc__ndbke-24-30168__0001.0.pdf?mcid=tGE4TAMA SYLVAMO CORP: S&P Alters Outlook to Positive, Affirms 'BB' ICR -------------------------------------------------------------- S&P Global Ratings revised the outlook on Sylvamo Corp. to positive from stable. S&P also affirmed all its ratings on Sylvamo, including our 'BB' issuer credit rating, and 'BB+' and 'BB' issue-level ratings. The positive outlook reflects the potential for an upgrade over the next 12 months if S&P Global Ratings-adjusted debt leverage remains below 2x and FOCF to adjusted debt sustains above 25%. S&P said, "We revised the outlook to positive because Sylvamo has reduced its balance sheet debt since becoming a public company in 2021, and we believe it will maintain leverage of 1x-2x across the next 12 months. Despite expected price normalizations in 2024, we forecast S&P Global Ratings-adjusted debt to EBITDA of mid-1x for the fiscal-year 2024, consistent with the last two years. This follows a forecasted 5% contraction in earnings in 2024 as price normalization in North America and Europe pressures average selling prices down in 2024. "Our base case also considers free operating cash flows (FOCF) of about $190 million in 2024, after incorporating about $220 million in forecasted capital expenditure (capex) to support routine maintenance and other strategic initiatives. In our view, this will allow for modest shareholder returns funded from operations. Absent a large leveraging transaction, we expect Sylvamo will maintain favorable credit metrics across the next 12 months." The positive outlook reflects the potential for an upgrade over the next 12 months if credit metrics remain stable, including adjusted debt to EBITDA well below 2x, and FOCF to adjusted debt above 25%. S&P could revise the outlook to stable if debt leverage increases above 2x with no clear path to improvement. This could occur if: -- Earnings decrease well beyond S&P's base-case scenario; or -- The company adopts a more aggressive financial policy, including a major leveraging transaction. S&P could raise the rating over the next 12 months if: -- Sylvamo maintains leverage well below 2x and FOCF to debt above 25%; and -- Its financial policy supports this debt leverage. S&P said, "Environmental factors are a moderately negative consideration in our credit analysis of Sylvamo. The production of uncoated freesheet paper is chemically intensive and uses large amounts of water, although the company recycles a high percentage of the water it uses. Another partially offsetting factor is the high degree of paper recycling throughout the world." TALPHERA INC: Board Schedules Annual Meeting for June 24 -------------------------------------------------------- Talphera, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Board of Directors of the Company has established June 24, 2024 as the date of the Company's 2024 Annual Meeting of Stockholders. The time and location of the 2024 Annual Meeting will be set forth in the Company's definitive proxy statement for the 2024 Annual Meeting to be filed with the Securities and Exchange Commission. The record date for determining stockholders entitled to notice of, and to vote at, the 2024 Annual Meeting will be the close of business on April 26, 2024. Because the date of the 2024 Annual Meeting is being advanced by more than 30 days from the anniversary date of the Company's 2023 Annual Meeting of Stockholders, the Company filed its Current Report on Form 8-K to inform stockholders of this change and to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations. Stockholders who intend to present proposals for inclusion in the proxy materials for the 2024 Annual Meeting pursuant to Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended, must ensure that such proposals are received by the Company, in writing, at 1850 Gateway Drive, Suite 175, San Mateo, California 94404, and be directed to the attention of the Corporate Secretary, and must furthermore comply with all applicable requirements of Rule 14a-8. Pursuant to the Company's Amended and Restated Bylaws, to be considered timely, stockholders who intend to present proposals for director nominations or any other proposal at the 2024 Annual Meeting must provide notice in writing to the Company at 1850 Gateway Drive, Suite 175, San Mateo, California 94404, and be directed to the attention of the Corporate Secretary, no later than the close of business on April 29, 2024, the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2024 Annual Meeting. Stockholders are advised to review the Bylaws, which contain additional requirements regarding advance notice of stockholder proposals and director nominations. In addition to satisfying the foregoing requirements under the Bylaws, to comply with the SEC's universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees, must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 25, 2024. About Talphera Headquartered in San Mateo, CA, Talphera, Inc. -- www.talphera.com -- is a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for use in medically supervised settings. The Company's product development portfolio features Niyad (a regional anticoagulant for the dialysis circuit), two ready-to-use pre-filled syringe product candidates (Fedsyra and phenylephrine), and LTX-608 (a nafamostat formulation for direct IV infusion) that the Company intends to develop for one or more of the following indications: disseminated intravascular coagulation, or DIC, acute respiratory distress syndrome, or ARDS, acute pancreatitis, or as an anti-viral treatment. Walnut Creek, California-based BPM LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 6, 2024, citing that the Company has suffered recurring operating losses and negative cash flows from operating activities since inception, and expects to continue to incur operating losses and negative cash flows in the future. These matters raise substantial doubt about its ability to continue as a going concern. TLG CAPITAL: Christopher Hayes Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 17 appointed Christopher Hayes as Subchapter V trustee for TLG Capital Development, LLC. Mr. Hayes 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. Hayes declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christopher Hayes 23 Railroad Avenue, #1238 Danville, CA 94526 Phone: (925) 725-4323 Email: chayestrustee@gmail.com About TLG Capital Development TLG Capital Development, LLC is a San Francisco-based company engaged in activities related to real estate. It conducts business under the name TLG Capital Developments. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 24-30241) on April 10, 2024, with $1 million to $10 million in both assets and liabilities. Valerie Lee, managing member, signed the petition. Judge Hannah L. Blumenstiel presides over the case. Matthew D. Metzger, Esq., at Belvedere Legal, PC represents the Debtor as bankruptcy counsel. TMC BUYER: Moody's Affirms 'B2' CFR, Outlook Stable --------------------------------------------------- Moody's Ratings has affirmed TMC Buyer, Inc.'s (dba Terra Millennium) B2 Corporate Family Rating and a B2-PD Probability of Default Rating and B2 ratings on the company's senior secured first lien bank credit facility including $50 million in revolving credit facility and about $465 million in term loans. The outlook is stable. RATINGS RATIONALE Terra Millennium has been improving its sales and earnings and kept its debt leverage in line with the rating requirement in the last three years. Capital projects in the liquified natural gas (LNG), electrics vehicle and semiconductor sectors have contributed to recent earnings growth, while the company's maintenance services offered predictable income. The company made two bolt-on acquisitions at attractive multiples and drew the entire $30 million delayed draw term loan in 2023. Moody's expect its debt leverage within the range of 4.5x-5.5x in the next 12-18 months. The timing of receivables collection, project completion schedules and large new contracts will affect working capital needs from quarter to quarter. Although interest expenses remain elevated and capital expenditure will increase for new projects, Moody's expect breakeven free cash flow in FY2024. Terra Millennium's B2 CFR reflects its relatively small business scale, significant exposure to the cyclical industries and elevated debt leverage. The company derives most of its revenues from providing refractory, mechanical and specialized services to a number of cyclical industrial sectors such as chemical, cement & lime, energy and renewables, and metals and mining, in which business cycles and commodity prices affect investment decisions. Given the scale of the company, certain large projects could make up a significant share of its revenues and affect earnings in a particular year. Terra Millennium's rating is supported by its good business visibility from ongoing recurring turnaround, maintenance and repair projects that make up more than 70% of its revenues and carry relatively low business risks because of the time and material or unit price contract structures. Fixed price projects, which account for about 20%-30% of its revenues, present the opportunity for higher margins, but entail higher execution risks. The rating is also supported by its market leadership as the largest refractory contractor in North America and long term relationships with well-established blue chip customers. Terra Millennium's liquidity is adequate. Liquidity on January 31, 2024 was $57.3 million, including $12.8 million cash balance. The $50 million revolver is relatively small to its revenues base (about $700 million in FY2023) or annual interest expenses (close to $56 million in FY2023). The term loan requires quarterly principal payment of about $1 million beginning in January 2023 through its maturity—June 30, 2028. The revolver has a springing First Lien Leverage Ratio covenant of not exceeding 7.8x, which will be tested if the company draws down more than 35% of the revolver commitment at each quarter end. The stable outlook takes into account the company's focus on recurring turnaround, maintenance and repair projects, low capital requirements and adequate liquidity in the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings are not likely to be upgraded in the near term. The company would need to substantially increase its size, maintain stable margins, consistently generate positive free cash flow, improve liquidity and sustain a leverage ratio below 4.5x for an upgrade to be considered. Negative rating pressure could develop if deteriorating operating results, debt financed acquisitions or shareholder distributions result in the leverage ratio rising above 5.5x. A significant decline in profitability, or reduction in revolver availability or liquidity could also result in a downgrade. Terra Millennium's CIS-4 mainly reflects the governance risks due to its leveraged capital structure and debt-funded acquisitions under private equity ownership. It also reflects the typical health and safety, human capital and responsible production risks during the construction, maintenance and repair work for many customers in the cement, refining, chemical, energy, metals and mining sectors. Environmental risks are relatively low due to the service nature of its refractory and mechanical installation and repair work. TMC Buyer, Inc. is a Delaware corporation that wholly owns Terra Millennium Corporation and is also the borrower of the senior secured first-lien credit facilities. Terra Millennium Corporation, headquartered in Salt Lake City, Utah, is a leading provider of industrial services, including refractory design and maintenance, fireproofing, insulation, coatings, scaffolding and mechanical maintenance and construction services for new and existing industrial facilities. The company generated revenues of $703 million for the fiscal year ended October 31, 2023. In 2022, funds affiliated with H.I.G. Capital acquired Terra Millennium Corporation from Court Square Capital Partners. The principal methodology used in these ratings was Construction published in September 2021. TOPAZ SOLAR: Fitch Alters Outlook on $1.1BB Secured Notes to Pos. ----------------------------------------------------------------- Fitch Ratings has revised Topaz Solar Farms, LLC's (Topaz) $1.100 billion ($679 million outstanding) senior secured notes due September 2039 Rating Outlook to Positive from Stable and affirmed the rating at 'BB+'. RATING RATIONALE Topaz's affirmed 'BB+' rating and revised Outlook to Positive from Stable reflect the rating action taken on Pacific Gas and Electric (PG&E). Topaz's rating continues to be constrained by the credit quality of PG&E, the project's sole revenue counterparty under a long-term power purchase agreement (PPA). The project's credit profile is otherwise strong, supported by its fully contracted revenue structure, low operating risk, standard project finance debt structure, and a history of strong financial performance that Fitch expects to continue. Topaz displays a strong operational performance and healthy financial metrics, with modest leverage and strengthening debt service coverage ratios (DSCR). Metrics are consistent with the 'A' category, but the project rating is constrained by the off-taker. KEY RATING DRIVERS Operation Risk - Midrange Proven Technology and Experienced Operator: Thin-film photovoltaic (PV) technology has a long operating history, which mitigates plant performance risks. Fitch's financial analysis incorporates operating cost increases to mitigate unforeseen events, including the risk of contractor replacement. In early 2024 the sponsor, Berkshire Hathaway Energy Company (BHE), took over operations from the prior operator, NovaSource Power Services (NovaSource) to self-perform the O&M on the project. BHE has a large portfolio of power generation, including renewable assets and extensive experience self-performing operations at other projects. Fitch will monitor the impact of the transition to the project's operational risk profile, but views positively the alignment of incentives between the sponsor and the day-to-day operations of the project. Revenue Risk - Volume - Stronger Solid Solar Resource: Revenue Risk - Actual generation has outperformed Fitch Base Case for the each of the last seven years with an average annual overperformance of 7%. Fitch has maintained the production haircut at 2% given that this is a single-site project, in line with peer projects. Total generation output in Fitch's rating case is based on a one-year P90 estimate of electric generation to mitigate the potential for lower-than-expected solar resources. The PPA provides reimbursement for curtailment directed by the utility. The project can meet debt obligations under a one-year P99 generation scenario. Revenue Risk - Price - Stronger Stable Contracted Revenues: The fixed-price, 25-year PPA with below investment grade PG&E extends one month beyond debt maturity. This structure is consistent with a stronger assessment under Fitch's current criteria. All PG&E's obligations were confirmed under its post-filing plan as the utility emerged from bankruptcy. Debt Structure - 1 - Stronger Conventional Debt Structure: The senior-ranking, fully amortizing, fixed-rate debt benefits from a six-month debt service reserve backed by a letter of credit and strong 1.20x forward and backward-looking debt service coverage equity distribution test. Financial Profile Under Fitch's base case DSCRs average 2.21x with a minimum of 1.92x for the period 2023-2039. Fitch's rating case includes stresses that increase O&M expenses and reduce energy output, resulting in an average DSCR of 1.96x with a minimum of 1.70x. In both scenarios, annual DSCRs generally increase over time, reflecting a profile supportive of the rating. PEER GROUP Fitch privately rates several renewable project financings that demonstrate rating case DSCRs consistent with a strong investment grade profile but are constrained to sub-investment grade by the credit quality of PG&E as the sole revenue counterparty. Publicly rated Solar Star Funding, LLC ('BBB'/Stable) has an average rating case DSCR of 1.47x and is rated investment grade due to the relative strength of its sole revenue counterparty, Southern California Edison Co. ('BBB'/Stable). RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A decline in the credit quality of PPA off-taker, PG&E; - A Fitch rating case DSCR profile below around 1.15x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An improvement in the credit quality of PPA off-taker, PG&E. CREDIT UPDATE The ratings affirmation and Positive Outlook revision for PG&E reflects significantly lower levels of wildfire liabilities, during 2019-2023 versus 2017-2018, enactment of Assembly Bill (AB) 1054, credit supportive administration of AB 1054 Wildfire Fund and improving leverage metrics. The Positive Outlook assumes no prudence disallowance or reimbursement of the AB 1054 fund. Outcomes to the contrary would likely result in adverse credit rating actions. For more information on PG&E, see Fitch's press release "Fitch Revises PG&E Corp.'s and Pacific Gas and Electric's Outlooks so Positive; Ratings Affirmed," dated April 12, 2024. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS Topaz Solar Farms LLC's rating action is linked to Fitch Ratings revision of PG&E's Outlook to Positive from Stable. Fitch also affirmed PG&E's 'BB+' Long-Term Issuer Default Rating. Topaz's Outlook has also been revised to Positive, reflecting the rating action taken on PG&E. Topaz's rating continues to be constrained by the credit quality of PG&E, the project's sole revenue counterparty under a long-term PPA. 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 ----------- ------ ----- Topaz Solar Farms LLC Topaz Solar Farms LLC/Project Revenues & Assets - First Lien/1 LT LT BB+ Affirmed BB+ TRILOGY METALS: Provides Update on Ambler Access Project -------------------------------------------------------- Trilogy Metals Inc. provided an update on the Ambler Access Project ("AAP") -- the proposed 211-mile, industrial-use-only road from the Upper Kobuk Mineral Projects ("UKMP") to the Dalton Highway that would enable the advancement of exploration and development at the Ambler Mining District, home to some of the world's richest known copper-dominant polymetallic deposits. The United States Bureau of Land Management ("BLM") has filed the final Supplemental Environmental Impact Statement ("SEIS") for the AAP on its website https://eplanning.blm.gov/eplanning-ui/project/57323/570. The Final SEIS identifies "No Action" as the BLM's preferred alternative. The proponent for the AAP is the Alaska Industrial Development and Export Authority ("AIDEA") which is a public corporation of the State of Alaska. AIDEA's purpose is to promote, develop, and advance the general prosperity and economic welfare of the people of Alaska. AIDEA stated in its April 19, 2024 press release, "The Alaska Industrial Development and Export Authority (AIDEA) strongly objects to both the process used by the Bureau of Land Management (BLM) to reach a "No Build" decision and the effect of the decision which illegally blocks access to statehood lands, minerals, and federally patented mining claims. Federal agencies are not supposed to include biased non-government employees in an objective open and transparent decision process. Yet, the BLM held closed-door meetings with former leaders of environmental groups and opponents of the project while locking out AIDEA, a State of Alaska corporation, and imposing a gag order on the State of Alaska Department of Natural Resources who participated in the BLM meetings." AIDEA's press releases can be found on its website at https://www.aidea.org/About/News-Publications/Press-Releases. The Company said it will work with its partners to review the final SEIS and consider options and next steps. BLM will issue a Record of Decision no sooner than 30 days after publication of the Final SEIS in the federal register. About Trilogy Metals Trilogy Metals Inc. is a metal exploration and development company holding a 50 percent interest in Ambler Metals LLC, which has a 100 percent interest in the Upper Kobuk Mineral Projects in northwestern Alaska. On Dec. 19, 2019, South32, a globally diversified mining and metals company, exercised its option to form a 50/50 joint venture with Trilogy. The UKMP is located within the Ambler Mining District which is one of the richest and most-prospective known copper-dominant districts in the world. It hosts world-class polymetallic volcanogenic massive sulphide ("VMS") deposits that contain copper, zinc, lead, gold and silver, and carbonate replacement deposits which have been found to host high-grade copper and cobalt mineralization. Exploration efforts have been focused on two deposits in the Ambler Mining District – the Arctic VMS deposit and the Bornite carbonate replacement deposit. Both deposits are located within a land package that spans approximately 190,929 hectares. Ambler Metals has an agreement with NANA Regional Corporation, Inc., an Alaska Native Corporation that provides a framework for the exploration and potential development of the Ambler Mining District in cooperation with local communities. Trilogy's vision is to develop the Ambler Mining District into a premier North American copper producer while protecting and respecting subsistence livelihoods. The continued operations of the Company are dependent on its ability to obtain additional financing or to generate future cash flows. The Company has no recurring source of operating cash inflows at its current stage. The Company intends to finance its future requirements through a combination of debt and equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. These material uncertainties raise substantial doubt about the Company's ability to continue as a going concern, according to the Company's Quarterly Report for the period ended Feb. 29, 2024. TRIMONT ENERGY: Plan Contemplates Two Scenarios ----------------------------------------------- Trimont Energy (GIB), LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana a Plan of Reorganization under Subchapter V dated April 15, 2024. Trimont Energy (GIB), LLC is a Louisiana limited liability company and is wholly owned by Trimont Energy Limited, Inc. ("TEL"), which is wholly owned by Warwick DP Holdings, LLC ("WDPH"), a Delaware limited liability company. GIB owns assets in the Garden Island Bay oil and gas field (the "Garden Island Bay Field"). The GIB assets were acquired from Dune Energy, Inc., Dune Operating Company, and Dune Properties, Inc. (collectively, "Dune") in a Purchase and Sale Agreement dated June 30, 2015, and assigned to GIB through a First Amendment to Purchase and Sale Agreement and a Second Amendment to Purchase and Sale Agreement in conjunction with the Dune bankruptcy case filed on March 8, 2015, in the United States Bankruptcy Court for the Western District of Texas. Affiliate, Whitney Oil & Gas, LLC, is the operator of record for the GIB Assets. On April 8, 2024, GIB filed a Motion for Orders Approving Sale of Property of the Estate Free and Clear of Liens and Claims (the "Sale Motion"), seeking to sell substantially all of the GIB Assets (the "Sale") to Spectrum AR, LLC. As part of the proposed Sale, GIB, and the other Debtors as applicable, will assume and assign certain executory contracts and unexpired leases to Spectrum. This case was commenced under Subchapter V of Chapter 11 of the Bankruptcy Code. This Subchapter enables small business debtors to more effectively reorganize in Chapter 11. This Plan contemplates two possible scenarios. * In the preferred path under Scenario 1, GIB intends to distribute cash generated from the Sale of its Assets to 1) STUSCO for its CPSA Claim and STUSCO Hedge Claim; 2) LOWLA Lien holders; 3) Administrative Claim holders; 4) holders of royalty interest in the GIB Assets; and 5) unsecured creditors on a pro rata basis. * In the preferred path under Scenario 1, GIB intends to distribute cash generated from the Sale of its Assets to 1) STUSCO for its CPSA Claim and STUSCO Hedge Claim; 2) LOWLA Lien holders; 3) Administrative Claim holders; 4) holders of royalty interest in the GIB Assets; and 5) unsecured creditors on a pro rata basis. It is believed that under either Scenario 1 or 2 unsecured creditors of the Debtor will not be paid in full. This Plan provides for the treatment of Claims and Interests as follows, and as more fully described herein: * Three Classes of Secured Claims, which will be paid the secured value of such creditors' collateral, either on the Effective Date or over the course of three years with interest; * One Class of Royalty Interest Holders who will receive full payment for royalties owed either on the Effective Date or over the course of three years; and * One Class of Unsecured Claims that will be paid their pro rata share of either: a) the remaining funds from the sale of the GIB Assets after the secured claims and the royalty claims are paid in full; or b) the projected disposable income over the three years. Under Scenario 1 Class 6 relates to the claims of general unsecured creditors. The general unsecured claims based upon the Debtor's schedules and filed proofs of claim total $109,606,064.46. This amount includes the claims of the holders of overriding royalty interests ("ORRI") in the leases owned by GIB as well as severance tax owed to the Louisiana Department of Revenue. Although the funds owed to the ORRI holders do not constitute property of the estate, as if those funds never came into the estate, they in fact did and were consumed in the operation of the GIB assets. It is believed the claim number is grossly overstated and includes the claims of RLI at $76,002,000.50, as well as Chevron and Enervest whose claims may be contingent. All remaining amounts from the proceeds of the sale after classes 1, 2, 4, and 5 have been paid in full shall be distributed pro rata among the general unsecured creditors in Class 6. This Class is impaired. The equity of TEL will be sold to a purchaser in the sale of the GIB Assets. After the distributions are made to other creditors, the equity interests of TEL will be terminated. The holder of the Class 7 claim will not receive distributions under the Plan and is deemed to reject. Under Scenario 2 Class 6 consists of General Unsecured Claims. The General Unsecured Creditors hold claims totaling $109,606,064.46. It is believed the claim number is grossly overstated and includes the claims of RLI at $76,002,000.50, as well as Chevron and Enervest whose claims may be contingent. The holders of Class 6 claims will receive pro rata distributions from GIB's projected disposable income over three years. The Debtor projects to pay out $342,000 over three years, amounting to a less than 1% payout if all claims are allowed. The Debtor does not believe the claims will exceed $50,000,000 and may be substantially less. The equity of TEL will be extinguished and new equity will be issued to NewCo in exchange for Hunter Coates, Erik Bernal, and Kyle Bordelon giving up their KEIP payments they are entitled to pursuant to the KEIP Order. Under Scenario 1, GIB shall fund the plan from the proceeds from the sale of the GIB Assets and cash on hand as of the Effective Date. GIB will pay all administrative claims, STUSCO Claims, and Royalty Claims from cash on hand. LOWLA Lien Claims shall be paid from the proceeds of the sale of the GIB Assets. Any remaining funds shall be paid pro rata to the unsecured creditors. Under Scenario 2, GIB will fund its plan payments from its disposable income earned from ongoing oil and gas operations and the Key Employees under the KEIP foregoing their KEIP payments. A full-text copy of the Plan of Reorganization dated April 15, 2024 is available at https://urlcurt.com/u?l=w1yIWW from PacerMonitor.com at no charge. The Debtor's Counsel: Douglas S. Draper, Esq. HELLER, DRAPER & HORN, LLC 650 Poydras Street Suite 2500 New Orleans, LA 70130 Tel: 504-299-3300 Email: ddraper@hellerdraper.com About Trimont Energy Trimont Energy (GIB), LLC is a Houston-based company, which operates in the oil and gas extraction industry. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-11869) on Oct. 25, 2023, with $1 million to $10 million in both assets and liabilities. Christopher O. Ryals, chief restructuring officer, signed the petition. Judge Meredith S. Grabill oversees the case. Douglas S. Draper, Esq., at Heller, Draper & Horn, LLC represents the Debtor as legal counsel. TUPPERWARE BRANDS: Receives NYSE Notice of Late 10-K Filing ----------------------------------------------------------- Tupperware Brands Corporation announced the status of its filing of its 2023 financial statements. Following the Company's engagement of its new auditor, KPMG LLP, in late January 2024, the Company became current in the filing of its quarterly financial statements for the first three quarters of 2023, on March 29, 2024. The Company is currently working to complete the preparation, audit and filing of its full-year 2023 financials in its Annual Report on Form 10-K for the fiscal year ended Dec. 30, 2023, which was initially due on March 29, 2024, but which the Company previously announced would be delayed. As expected, the Company received a notice from the New York Stock Exchange on April 16, 2024 indicating the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual because the Company has not timely filed its Form 10-K with the Securities and Exchange Commission. The NYSE Notice has no immediate effect on the listing of the Company's common stock on the NYSE. The NYSE informed the Company that the Company will have six months from March 29, 2024 to file the Form 10-K with the SEC to regain compliance with this NYSE continued listing standard. If the Company fails to file the Form 10-K within the six-month period, then the NYSE may, in its sole discretion, grant a further extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. As previously disclosed in its Notification of Late Filing on Form 12b-25 filed by the Company with the SEC on March 29, 2024, the Company requires additional time to file the Form 10-K due to the above discussed delay in filing its quarterly financials, its ongoing material weaknesses in internal control over financial reporting, additional accounting and auditing procedures related to the Form 10-K, and as a result of attrition in its accounting function. The Company is working diligently to complete the necessary work to file the Form 10-K as soon as practicable and currently expects to be able to file the Form 10-K within the six-month period granted by the NYSE Notice. About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. UNITED FP: Moody's Affirms 'Caa2' CFR, Outlook Remains Negative --------------------------------------------------------------- Moody's Ratings affirmed United FP Holdings, LLC's Caa2 Corporate Family Rating, Caa2-PD Probability of Default Rating, Caa1 rating for the company's first lien senior secured credit facilities (revolver and term loan), and Ca rating on its senior secured second lien term loan. The outlook remains negative. Moody's affirmed the Caa2 CFR because Moody's views that the company's capital structure with a high debt load (approximately $750 million outstanding as of year-end 2023) is unsustainable without a material earnings improvement due to the heavy interest burden as well as ongoing capital expenditure requirements. United FP's lease adjusted debt-to-EBITDA leverage (without any run-rate adjustments estimated by the company) is in the low 9x range for the 12 month (LTM) period ended December 31, 2023, which is very high for its business profile. Despite growth in revenue and earnings in 2023, leverage remains very high and free cash flow remains in deficit. Free cash flow was negative $12 million for FY23. However, the company had much higher accrued expenses (interest expense payment) at year end versus the prior year. Hence, the free cash flow deficit would have been in the range of negative $20 million if the interest payment were paid by year end. United FP is utilizing the flexibility within its credit agreement to make interest payments on the last day of January, April, July and October. The company received $10 million of additional funding in the form of subordinated debt from its sponsor as part of the revolver extension in 2023. Moody's expects liquidity to remain weak over the next year. Cash was about $12 million at year end FY23. For FY24, Moody's expects free cash flow to remain negative in the range of $5 to $10 million after capital spending despite anticipated growth in revenue and earnings. The company also has required annul term loan amortization of $6.45 million payable quarterly. As a result, without additional funding, Moody's expects the company will likely need to utilize the revolver by year end FY24. The free cash flow deficit could increase in 2025 if SOFR does not decline because of the expiration in November 2024 of the company's favorable interest rate caps. United FP's mid-2023 amendment reduced the revolver commitment from $40 million to $31 million until December 2024 at which point the commitment will drop further to $27 million until January 2026. RATINGS RATIONALE United FP's Caa2 CFR broadly reflects its very high leverage (Moody's lease adjusted debt/EBITDA in the low 9x at year end 2023), weak liquidity and Moody's view that the capital structure is unsustainable without meaningful earnings improvement. The rating is also constrained by the company's small scale in terms of revenue as well as the high business risk of the fragmented and competitive fitness club industry given its low barriers to entry, exposure to cyclical shifts in discretionary consumer spending, and high attrition rates. In addition, the rating reflects the event and financial policy risk due to private equity ownership. As a franchisee, United FP's ongoing capital spending requirement is high and restricts free cash flow generation in order to meet the obligations under its agreements with Planet Fitness. However, the rating is supported by the company's franchise relationship with Planet Fitness, which has a well-recognized national brand name. United FP is the largest franchise operator within the Planet Fitness system. The rating also benefits from longer term favorable demographic trends such as the increased focus on health and fitness. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects Moody's view that continued negative free cash flow, high leverage, heavy interest burden and reinvestment needs could create challenges refinancing the debt structure, which consists of a revolver expiring in January 2026, first lien term loan due in December 2026 and second lien term loan due in December 2027. Ratings could be upgraded if improved operating performance results in significantly lower leverage, positive free cash flow that funds reinvestment needs, and stronger liquidity including successfully addressing its January 2026 revolver expiration. A sponsor equity injection that funds debt reduction could also lead to an upgrade. The ratings could be downgraded if the company's operating performance does not improve, free cash flow remains negative, the likelihood of a distressed exchange event or reorganization event increases, or recovery values deteriorate. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Austin, TX, United FP is the US's largest Planet Fitness franchisee. As of December 31, 2023, United FP owns and operates 194 Planet Fitness clubs serving about 1.18 million members in 14 different states. FY2023 actual GAAP revenue was about $276 million. The company has been owned by American Securities LLC since December 2019. UNIVERSAL SEATING: Jerrett McConnell Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq., at McConnell Law Group, P.A. as Subchapter V trustee for Universal Seating Company, Inc. Mr. McConnell will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. McConnell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jerrett M. McConnell, Esq. McConnell Law Group, P.A. 6100 Greenland Rd., Unit 603 Jacksonville, FL 32258 Phone: (904) 570-9180 Email: info@mcconnelllawgroup.com About Universal Seating Company Universal Seating Company, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01019) on April 11, 2024, with as much as $500,000 in both assets and liabilities. Barry M. Schuster, president, signed the petition. Judge Jacob A. Brown oversees the case. Rehan N. Khawaja, Esq., at Bankruptcy Law Offices of Rehan N. Khawaja, represents the Debtor as bankruptcy counsel. UPHEALTH INC: Starts Repurchase Offers After Cloudbreak Sale ------------------------------------------------------------ UpHealth, Inc. previously disclosed in separate Current Reports on Form 8-K filed with the Securities and Exchange Commission that on November 16, 2023, the Company entered into a membership interests purchase agreement with its wholly-owned subsidiary Cloudbreak Health, LLC and Forest Buyer, LLC, pursuant to which the Company agreed to sell all of the outstanding equity interests of Cloudbreak and the wholly-owned subsidiaries of Cloudbreak to Forest Buyer for $180 million in cash, subject to certain adjustments for closing indebtedness, net working capital, cash and unpaid transaction expenses related to the transactions contemplated by the Purchase Agreement. In addition, concurrently and in connection with the entry into the Purchase Agreement, the Company, Cloudbreak and Forest Buyer entered into a transaction support agreement with certain beneficial holders of the Company's Variable Rate Convertible Senior Secured Notes due 2025 and the Company's 6.25% Convertible Senior Secured Notes due 2026, pursuant to which the noteholders party thereto agreed, among other things, to enter into and effect the Supplemental Indentures in connection with the Fundamental Change Repurchase Offers to be made by the Company. As further previously disclosed, on February 9, 2024, in accordance with the Purchase Agreement and the Transaction Support Agreement, the Company entered into a supplemental indenture and amendment to security and pledge agreement, dated as of February 9, 2024, which amended the terms of the indenture, dated as of August 18, 2022, by and among the Company, each subsidiary of the Company other than Glocal Healthcare Systems Private Limited, UPH Digital Health Services Private Limited and any subsidiary of UpHealth that is, as of the date of the Supplemental Indentures, a debtor or debtor in possession in any bankruptcy proceeding, including the jointly administered Chapter 11 proceedings pending before the United States Bankruptcy Court for the District of Delaware under caption In re UpHealth Holdings, Inc., Case No. 23-11476-LSS, and Wilmington Trust, National Association, in its capacity as trustee and collateral agent thereunder, relating to the 2025 Notes. In addition, on February 9, 2024, the Company entered into a supplemental indenture, which amended the terms of the indenture, dated June 9, 2021, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., in its capacity as successor trustee and as collateral agent thereunder. Furthermore, as previously disclosed in its Current Report on Form 8-K filed with the SEC on March 18, 2024, following the Company's receipt of the approval by its stockholders in favor of the Cloudbreak Sale at a special meeting of stockholders held on February 29, 2024, the Company on March 15, 2024, completed the Cloudbreak Sale pursuant to the Purchase Agreement. In connection with and following the completion of the Cloudbreak Sale, on April 12, 2024, the Company commenced offers, in accordance with the terms and conditions set forth in the applicable Indenture, to purchase up to all of the 2026 Notes and the 2025 Notes from the holders thereof for cash, at a repurchase price for each Note that is validly tendered and accepted for repurchase by the Company equal to (a) 100% of the principal amount of 2026 Notes and (b) 105% of the principal amount of 2025 Notes, in each case, plus accrued and unpaid interest (if any) (each, a "Fundamental Change Repurchase Offer"), as a result of the Cloudbreak Sale constituting a Fundamental Change under the applicable Indenture. The Fundamental Change Repurchase Offers will expire on May 31, 2024. About UpHealth UpHealth -- https://uphealthinc.com/ -- is a global digital health company that delivers digital-first technology, infrastructure, and services to dramatically improve how healthcare is delivered and managed. The UpHealth platform creates digitally enabled "care communities" that improve access and achieve better patient outcomes at lower cost, through digital health solutions and interoperability tools that serve patients wherever they are, in their native language. UpHealth's clients include health plans, healthcare providers and community-based organizations. San Jose, California-based BPM LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 4, 2024, citing that the Company's recurring losses from operations, available cash, cash used in operations, and the Chapter 11 bankruptcy proceedings involving certain subsidiaries of the Company raises substantial doubt about the Company's ability to continue as a going concern. VIEWBIX INC: Says Recent Developments Impacting Business Operations ------------------------------------------------------------------- Viewbix Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it was recently informed by Cortex Media Group Ltd., an Israeli private company operating in the field of online media and advertising, and the majority-owned subsidiary of the Company's wholly-owned subsidiary, Gix Media Ltd., that certain recent developments relating to publishers that are categorized by a number of programmatic advertisers as "Made for Advertising" (MFA) sites, including decisions made by leading media programmatic advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA, have negatively impacted Cortex's business and operations. In connection with the foregoing, a significant customer of Cortex recently notified Cortex that in light of the foregoing changes relating to MFA that customer decided to stop advertising on Cortex's sites, which decision Cortex anticipates will significantly and negatively impact its future revenue streams. Upon receipt of this update, the Company's board of directors convened a meeting to discuss the implications on the Company as well as potential measures to assist Cortex in mitigating any future economic harm to Cortex and the Registrant, including (inter alia), assisting with reducing operating expenses, helping identify new revenues sources for Cortex, participating in any negotiations with Cortex's and Gix Media's bank regarding the terms of its outstanding loans and business plans in an effort to provide additional liquidity and ensure continued compliance with Cortex's and Gix Media's obligations towards the bank, and assisting with fundraising prospects in debt or equity capital in order to help enable Cortex's and Gix Media's continued business and operations. About Viewbix Headquartered in Ramat Gan, Israel, Viewbix is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix's operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging. With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measured when a viewer performs a specific action while watching a video and collects and reports the results to the client. However, due to the Company's failure to meet predetermined sales targets which were set pursuant to the Recapitalization Transaction, in January 2020 the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform. Tel Aviv, Israel-based Brightman Almagor Zohar & Co., the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company's non-compliance with its debt covenants as of Dec. 31, 2023 and the decrease in revenues and positive cash flows from operations may result in the Company's inability to repay its debt obligations during the 12-month period following the issuance date of these financial statements. These conditions raise a substantial doubt about the Company's ability to continue as a going concern. WATERBRIDGE NDB: Moody's Assigns First Time B2 Corp. Family Rating ------------------------------------------------------------------ Moody's Ratings assigned first time ratings to WaterBridge NDB Operating LLC, including a B2 Corporate Family Rating, a B2-PD Probability of Default Rating, and a B2 rating to the company's proposed $575 million senior secured 1st lien term loan due 2029. The outlook is stable. WaterBridge NDB will primarily use net proceeds from its proposed term loan to fully repay about $358 million in borrowings outstanding on its revolving credit facility and to acquire assets from D. K. Boyd. Concurrent with the new term loan, the company will amend its revolving credit facility (unrated), reducing lender commitments to $100 million. "WaterBridge NDB's ratings are supported by modest leverage, benefits from a strategic partnership with Devon Energy, increasing scale from acquired assets, and a growing EBITDA base," commented Jonathan Teitel, a Moody's Vice President and Senior Analyst. RATINGS RATIONALE WaterBridge NDB's B2 CFR reflects modest pro forma leverage on a growing EBITDA base, supported by a strategic partnership with Devon Energy Corporation (Devon, Baa2 stable) as well as an agreement to purchase water midstream infrastructure assets from D. K. Boyd, strengthening the company's market position in the Permian Basin. Growing volumes should support increased EBITDA, and free cash flow should turn positive by the second half of 2024 as growth capital expenditures moderate following spending on asset integration and continued investment to increase scale in 2024. The larger WaterBridge NDB business provides synergy opportunities, economies of scale, and improves market presence which better position WaterBridge NDB to compete for new business opportunities. WaterBridge NDB owns and operates a system of produced water midstream infrastructure important for oil production. Its integrated produced water disposal solutions are supported by a scalable network of produced water pipelines and saltwater disposal wells. The company operates in the Northern Delaware Basin (within the broader Permian Basin) and in the Eagle Ford Basin, both of which are low-cost oil production areas in the US. Long-term, fixed-fee contracts limit direct commodity price risks though volumes are sensitive to capital spending by producers. Most of the company's revenue is derived from water volumes flowing on acreage that customers have dedicated to WaterBridge NDB, but the company also has a small amount of minimum volume commitments from customers. The company has revenue concentration among its top customers, but these customers include counterparties with strong credit profiles. Governance is a key ratings consideration, including WaterBridge NDB's financial strategy and risk management. Moody's expects WaterBridge to maintain modest leverage. Certain decisions for WaterBridge NDB require more than a majority vote, which increases Devon's say on certain matters. WaterBridge NDB's management team also operates WaterBridge Midstream Operating LLC (WaterBridge Operating, B2 stable), which has midstream assets in the Southern Delaware Basin and Arkoma Basin. Moody's expects WaterBridge NDB to maintain adequate liquidity through 2025. Pro forma for the transactions, WaterBridge NDB is expected to have an undrawn revolver due June 2027. Financial covenants for the revolver are comprised of a maximum leverage ratio of 4x and a minimum interest coverage ratio of 2.5x. The term loan will have a minimum debt service coverage ratio of 1.1x. Moody's estimates that WaterBridge NDB will have limited cushion under the leverage covenant initially. WaterBridge NDB's proposed $575 million senior secured term loan due 2029 is rated B2, the same as the CFR, because this facility is pari passu with the $100 million senior secured revolver due 2027. Marketing terms for the new credit facilities (final terms may differ materially) include the following: incremental pari passu debt capacity up to the greater of (1) $150 million and (2) 100% of EBITDA, plus unlimited amounts subject to the net first lien leverage ratio not exceeding 3.75x. No portion of incremental revolver and term loans may be incurred with an earlier maturity than the initial revolver and term loans, respectively. A "blocker" provision restricts the transfer of material intellectual property to unrestricted subsidiaries. The credit agreement is expected to provide some limitations on up-tiering transactions, requiring directly and adversely affected lender consents for amendments that subordinate the debt and/or the liens, except for DIP financings and senior debt expressly permitted on the closing date. Unused amounts under the builder basket may be used to incur debt. The stable outlook reflects WaterBridge NDB's modest leverage, Moody's expectation for rising volumes to support growing EBITDA and decreasing leverage through 2025, and improved ability to generate free cash flow in 2025 as capital spending moderates. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include successful integration and operations of the acquired assets; growing EBITDA approaching $200 million; growing positive free cash flow; debt/EBITDA sustained below 4x; and solid liquidity. Factors that could lead to a downgrade include debt/EBITDA above 5x or weakening liquidity. WaterBridge NDB, headquartered in Houston, Texas, owns and operates produced water pipelines and handling facilities, and water recycling facilities, in the Northern Delaware Basin (within the broader Permian Basin) in Texas and New Mexico, and the Eagle Ford Basin in Texas. The company is majority owned by investment funds of Five Point Energy LLC, 30% owned by Devon, with the management team also owning equity. The principal methodology used in these ratings was Midstream Energy published in February 2022. WATERBRIDGE NDB: S&P Assigns 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned a 'B' issuer credit rating to Texas-based water management solutions company Waterbridge NDB Operating LLC based on its view of the company pro forma for the acquisition. S&P also assigned a 'B' issue-level rating to the proposed term loan B based on a '3' recovery rating, indicating its expectations of meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. The stable outlook reflects S&P's expectation that Waterbridge NDB will successfully close on the acquisition in the second quarter of 2024 and maintain S&P Global Ratings-adjusted debt to EBITDA of less than 4.0x through 2025 In conjunction with an acquisition of assets from DK Boyd, which includes surface rights to approximately 103,000 acres and water assets in the Delaware Basin, Waterbridge NDB Operating will issue a $575 million term loan B. The company will use the proceeds to fund the acquisition, repay debt under its revolving credit facility, and for growth capital expenditures. The existing revolving credit facility will be replaced with a $100 million parri passu facility. S&P's assessment of Waterbridge NDB's business risk reflects the company's limited yet growing scale of operations, geographic concentration, and contract terms. The company's contracts are largely structured as acreage dedications with less than 5% of volumes expected to from minimum volume commitments (MVCs). The dependence on acreage dedications exposes Waterbridge NDB to fluctuating volumes and drilling activity of its producer customers in a volatile commodity price environment. Waterbridge NDB has approximately 1.1 million dedicated acres, approximately 85% of which is committed in the Eagle Ford and 15% in the Delaware Basin. S&P said, "We note that activity on respective acreage is largely skewed toward the Delaware, which is the primary growth driver and projected to account for more than 80% of volumes and thus, poses concentration risk on limited acreage. We expect the acquisition of complementary surface rights and the buildout of additional capacity over the next year to enhance the company's acreage position and growth prospects, resulting in an adjusted EBITDA of approximately $140 million-$160 million in 2024 and $160 million-$190 million in 2025." The company also benefits from a diverse customer base with more than 55% of revenues coming from investment-grade counterparties and an average remaining contract life of approximately 13 years. S&P said, "We expect Waterbridge NDB's acquisitive strategy and growth pipeline to result in S&P Global Ratings-adjusted leverage in the 3.5x-4.0x range in 2024, improving to the under 3.5x in 2025. We attribute the year-over-year improvement in credit ratios to an increase in throughput volumes as the company expends approximately $100 million-$110 million on growth projects on existing and acquired acreage. The company will be cash flow positive over the next two years, which may improve leverage metrics further if excess cash flow is swept under the term loan B per facility terms. Our assessment of financial risk is limited by the company's ownership by Five Point Energy, which we consider a financial sponsor. "The stable outlook reflects our view that Waterbridge NDB will successfully close and integrate its acquisition, execute its growth projects, and maintain leverage of less than 4.0x in 2024 and 2025. "We could lower the rating if adjusted leverage increases to more than 5.0x on a sustained basis." This could occur if: -- A sharp decline in crude oil leads to sustained reduced drilling activity; or -- The company pursues a more aggressive financial policy. S&P could take a positive rating action if the company increases scale and geographic footprint while maintaining leverage of less than 4.0x. Environmental factors are a negative consideration in S&P's credit rating analysis of WaterBridge NDB. As the energy transition gathers pace, WaterBridge NDB's volumes may be reduced due to a decline in oil and natural gas drilling and production activities. The company's integrated pipeline and header network enables it to distribute produced water for reuse in customers' well-completion activities, reducing the quantity of fresh water required for development. Governance is a negative consideration, as is the case for most rated entities owned by private equity sponsors. WMG ACQUISITION: Moody's Alters Outlook on 'Ba2' CFR to Positive ---------------------------------------------------------------- Moody's Ratings affirmed WMG Acquisition Corp.'s Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and Ba2 senior secured note and credit facility debt ratings. The SGL-1 Speculative Grade Liquidity rating remains unchanged. The outlook was changed to positive from stable. The affirmation of the CFR and change to a positive outlook reflect WMG's strong execution and improved operating performance which is likely to continue in 2024 driven in part by good streaming music trends. WMG's plan to reduce costs in slower growth business lines and reinvest a portion of the savings in higher growth areas will also support profit margin improvement and lower leverage. Moody's expect leverage to decrease to the 3x range in 2024 driven by EBITDA growth in the mid to high single digits, although leverage may be impacted by future debt funded acquisition activity. ESG was a factor in the ratings given by governance due to the strong operating performance aided by strategic actions carried out by a relatively new management team and Moody's expectation that WMG will remain committed to a more conservative financial profile. RATINGS RATIONALE WMG's Ba2 CFR reflects the company's moderate leverage level (3.2x LTM Q1 2024 including Moody's adjustments) with a diversified and resilient business model. The enhanced scale as the world's third largest music and entertainment company also supports the credit profile. Extensive recorded music and publishing assets will drive recurring revenue streams that will remain resilient and benefit from royalty rights price increases. The global music industry is aided by the positive secular growth trends fueled by demand for music content, driven chiefly by strong consumer adoption of paid subscription streaming services, social media apps and emerging digital platforms which will continue, especially in overseas markets. The vast majority of revenue is generated by proven artists with an established track record with good geographic diversity. WMG will also continue to make investments in new artists and talent development to institutionalize a pipeline of recurring hit songs to help moderate recorded music volatility. Weighing on the rating is WMG's historically seasonal recorded music revenue, albeit increasingly less cyclical in large digital streaming markets. The slow transition to digital among a few large countries and secular pressures in physical media and digital downloads partly offset growth in streaming services. Challenges that prevent full monetization of content value to WMG's songwriters and rights holders due to piracy also has been a headwind but growth in streaming distribution services, regulatory changes designed to expand royalty payments to rights holders as well as other efforts will continue to improve monetization of WMG's content. WMG's Credit Impact Score (CIS-3) reflects the company's governance score (G-3) as WMG is a controlled company and will continue to pursue an acquisitive growth strategy. The positive outlook reflects Moody's view that WMG's license revenue model, driven primarily by streaming revenue growth, and improved operating profitability will continue to expand in 2024 and 2025. WMG will also benefit from a strong new release calendar in the second half of fiscal 2024 (ending September 2024) and recent initiatives to improve profit margins. Moody's expects revenue to grow in the mid single digits, but EBITDA to expand at a faster pace and drive a further decrease in leverage to the 3x range in 2024. Although, WMG will continue to consider additional acquisitions of music libraries or additional businesses that have the potential to lead to an increase in leverage. However, Moody's expects WMG will continue to seek a reduction in leverage to prior levels in the near to mid term. WMG's Speculative Grade Liquidity (SGL) rating of SGL-1 reflects strong liquidity driven by a significant cash balance ($754 million as of December 31, 2023) and access to an undrawn ($4 million of L/Cs) revolver due 2028. The revolver (not rated) was increased to $350 million from $300 million in November 2023. Free cash flow (FCF) as a percentage of debt is expected to remain in the mid to high single digits in 2024. A portion of the cash balances may be used to fund small music publishing and catalog asset purchases or strategic acquisitions over the coming year. The term loan is covenant lite. There is also an absence of financial maintenance covenants as long as revolver advances and outstanding letters of credit are less than $140 million at the end of a fiscal quarter. WMG would need to comply with a 5x Maximum Senior Secured Leverage covenant (net of cash and cash equivalents, as defined in the revolving bank credit agreement) if the amount outstanding on the revolver is at or above $140 million at the end of a fiscal quarter. Moody's expects that WMG will remain covenant compliant over the next twelve months with no drawings under the revolver. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if WMG exhibits sustained revenue growth in the recorded music business, EBITDA margin expansion, and continued decrease in earnings volatility. WMG's leverage would also need to continue to decrease to the 3x range (Moody's adjusted) with a good liquidity position, including free cash flow to debt of approximately 10%, and conservative financial policies. WMG's ratings could be downgraded if competitive or pricing pressures lead to a decline in revenue or higher operating expenses (e.g., increased artist and repertoire (A&R) investments), EBITDA margin contracts, or sizable debt-financed acquisitions increases debt to EBITDA above 4x (Moody's adjusted) for an extended period of time. There may also be downward pressure on ratings if WMG's liquidity were to weaken including FCF to debt sustained below 5% (Moody's adjusted). Headquartered in New York, NY, WMG Acquisition Corp. is an indirect wholly-owned subsidiary of Warner Music Group Corp., a publicly traded company and leading music content provider operating domestically and overseas in more than 70 countries. 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Case No. 24-13799 Chapter 11 Petition filed April 19, 2024 represented by: Gabriel Gonzalez, Esq. In re Brentwood Skin Clinic, PLLC Bankr. M.D. Tenn. Case No. 24-01358 Chapter 11 Petition filed April 19, 2024 See https://www.pacermonitor.com/view/P3IVTKQ/Brentwood_Skin_Clinic_PLLC__tnmbke-24-01358__0001.0.pdf?mcid=tGE4TAMA represented by: Jay R. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ E-mail: jlefkovitz@lefkovitz.com In re Red Door Management, Inc. Bankr. S.D. Tex. Case No. 24-31750 Chapter 11 Petition filed April 19, 2024 See https://www.pacermonitor.com/view/TMQEO3Q/Red_Door_Management_Inc__txsbke-24-31750__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C. Lane, Esq. THE LANE LAW FIRM E-mail: notifications@lanelaw.com In re American Transport Solutions, Inc. Bankr. N.D. Ill. Case No. 24-05849 Chapter 11 Petition filed April 20, 2024 See https://www.pacermonitor.com/view/MPXPS2I/American_Transport_Solutions_Inc__ilnbke-24-05849__0001.0.pdf?mcid=tGE4TAMA represented by: Joel Schechter, Esq. LAW OFFICES OF JOEL A. SCHECHTER E-mail: joelschechter1953@gmail.com In re American Transportation Systems, Inc. Bankr. N.D. Ill. Case No. 24-05850 Chapter 11 Petition filed April 20, 2024 See https://www.pacermonitor.com/view/MXCUQKY/American_Transportation_Systems__ilnbke-24-05850__0001.0.pdf?mcid=tGE4TAMA represented by: Joel Schechter, Esq. LAW OFFICES OF JOEL A. SCHECHTER E-mail: joelschechter1953@gmail.com In re TWS Enterprises Inc. Bankr. N.D. Ill. Case No. 24-05839 Chapter 11 Petition filed April 20, 2024 See https://www.pacermonitor.com/view/T4F2P2I/TWS_Enterprises_Inc__ilnbke-24-05839__0001.0.pdf?mcid=tGE4TAMA represented by: Paul M. Bach, Esq. BACH LAW OFFICES E-mail: paul@bachoffices.com In re Jeffrey Michael McPhee Bankr. E.D. Cal. Case No. 24-90209 Chapter 11 Petition filed April 21, 2024 represented by: David C. Johnston, Esq. In re Euroasia Products, Inc. Bankr. M.D. Fla. Case No. 24-01964 Chapter 11 Petition filed April 22, 2024 See https://www.pacermonitor.com/view/RDIWKJQ/Euroasia_Products_Inc__flmbke-24-01964__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC E-mail: jeff@bransonlaw.com In re Yulissa Paredes Bankr. D.N.J. Case No. 24-14079 Chapter 11 Petition filed April 22, 2024 represented by: Christopher Browne, Esq. In re Sunrama, Inc. Bankr. E.D.N.Y. Case No. 24-71573 Chapter 11 Petition filed April 22, 2024 See https://www.pacermonitor.com/view/HQXGRUQ/Sunrama_Inc__nyebke-24-71573__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Barbara Falatico-Brodock Bankr. N.D.N.Y. Case No. 24-60308 Chapter 11 Petition filed April 21, 2024 represented by: Sari Placona, Esq. In re Alex W Delpleche and Cortina S Delpleche Bankr. W.D.N.C. Case No. 24-30356 Chapter 11 Petition filed April 22, 2024 In re Cortes Enterprises Inc. Bankr. D.P.R. Case No. 24-01645 Chapter 11 Petition filed April 22, 2024 See https://www.pacermonitor.com/view/IHKGKGQ/Cortes_Enterprises_Inc__prbke-24-01645__0001.0.pdf?mcid=tGE4TAMA represented by: Hector Figueroa, Esq. BUFETEDELPUEBLO PSC E-mail: hector@elbufetedelpueblo.com In re Michael David De Kalb and Cathy Jean Woo-De Kalb Bankr. D. Ore. Case No. 24-31098 Chapter 11 Petition filed April 22, 2024 represented by: Christopher N. Coyle, Esq. SUSSMAN SHANK LLP Email: ccoyle@sussmanshank.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. 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