/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240429.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 29, 2024, Vol. 28, No. 119 Headlines 1847 HOLDINGS: Sadler, Gibb & Associates Raises Going Concern Doubt 365 CHURCH: Seeks to Hire Johnson Law PLLC as Bankruptcy Counsel 4221-ASSOCIATES: Voluntary Chapter 11 Case Summary 530 DONELSON: Gets OK to Hire Resurgent as Restructuring Advisor ACTION PROPERTY: Hires Dunn Law, P.A. as Replacement Counsel ALMAZ TRANSPORTATION: Taps Alla Kachan P.C. as Attorney ALPACKA GROUP: Unsecureds Will Get 15.5 Cents on Dollar in Plan ANCHOR PACKAGING: Moody's Affirms B2 CFR & Rates 1st Lien Loans B2 API TECHNOLOGIES: Audax Marks $51,000 Loan at 22% Discount ARTISTIC AQUARIUMS: Hires Allan D. NewDelman as Legal Counsel ASPIRA WOMEN'S: Registers $100M Securities for Potential Offering ASPIRA WOMEN'S: Sells $3.2M Worth of Shares to Lincoln Park ASPLUNDH TREE: Moody's Affirms Ba1 CFR & Alters Outlook to Negative AVEANNA HEALTHCARE: Moody's Alters Outlook on 'Caa1' CFR to Stable BCP RENAISSANCE: Moody's Affirms 'B2' CFR, Outlook Remains Stable BEST OF THE WEST: Hires Markus Williams & Hunsicker as Counsel BH&G HOLDINGS: Asks Court to Approve Bid Rules for Sale of Assets BLACKSTONE MORTGAGE: Moody's Alters Outlook on Ba3 CFR to Negative BLITZ TRANSIT: Case Summary & 16 Unsecured Creditors BOWLING CENTER: Taps Luis R. Carrasquillo as Financial Consultant BOXER RAMEN: Seeks to Hire James G. Murphy Co. as Appraiser BRANDYWINE OPERATING: Moody's Cuts CFR & Unsecured Ratings to Ba2 BRENTWOOD SKIN: Seeks to Hire Lefkovitz & Lefkovitz as Counsel BREWBILT BREWING: Accepts Resignation of COO BRIDLE PATH: Seeks Approval to Hire Kesler Rust as Special Counsel BRITELAB INC: Seeks to Hire Duane Clayton Roemmich as Accountant BYJU ALPHA: Camshaft Asks Court to Stay Chapter 11 Sanctions CANO HEALTH: Files Amended Chapter 11 Plan, Disclosure Statement CAREISMATIC: Audax Marks $480,000 Loan at 41% Discount CENERGY LLC: Unsecureds to Get $417,500 in Plan CHARGE ENTERPRISES: Shareholder Says Disclosures Deficient COLLABORATE! LLC: U.S. Trustee Unable to Appoint Committee COLUMBIAN FINANCIAL: A.M. Best Cuts FS Rating to C+(Marginal) COMMSCOPE HOLDING: Jennifer Crawford Holds 68,083 Shares CRUZIN AUTO: Seeks to Hire DeMarco Mitchell as Bankruptcy Counsel CTLC LLC: Unsecureds to Get Surplus Proceeds From Sale of Property CUMULUS MEDIA: Nears New Lenders' Deal to Extend Debt Maturities D & D DRYWALL: Taps Law Offices of Brian A. Barboza as Counsel DELCATH SYSTEMS: Extends Term of Supply Agreement Until 2028 DEPETRIS FAMILY: Seeks to Hire Stark & Stark as Special Counsel DIAMOND SPORTS: Reorganization Plan Set for Creditor Vote DIOCESE OF ROCHESTER: Competing Plans Okayed for Creditor Vote DIOCESE OF SYRACUSE: Proposes $100M Plan for Abuse Victims DUETO OF SECOND: Case Summary & 10 Unsecured Creditors EAST TEXAS: Seeks to Hire Allen Gardner Law as Special Counsel ECP OWNER 1: Taps Raddatz & Associates as Landlord-Tenant Counsel EIGER BIOPHARMACEUTICALS: Hires Alvarez & Marsal to Provide CRO EL 7 MARES: Hires Law Office of David T. Cain as Counsel ELECTRONICS FOR IMAGING: Moody's Cuts CFR & 1st Lien Debt to Caa1 ENGLOBAL CORP: Extends Maturity of $1.2 Million Loan to 2025 ENVIVA INC: Jones Walker & Bean Kinney Advise NMTC Participants ESCAMBIA OPERATING: Trustee Taps Kroll as Claims Agent ESCAMBIA OPERATING: Trustee Taps SSG Advisors as Investment Banker EXPRESS INC: April 29 Deadline Set for Panel Questionnaires FARMERS' PEANUT: Seeks to Hire Weeks Group as Auctioneer FELTRIM BALMORAL: Taps Johnson Pope Bokor Ruppel & Burns as Counsel FLAWLESS SCREEN: Unsecureds Will Get 2.4% Dividend in 60 Months FLOSSMOOR EXECUTIVE: Seeks Approval to Hire Bankruptcy Counsel FORSYTHE COSMETIC: Seeks to Hire Charles A. Higgs as Counsel FREEDOM 26: Secured Creditor Winhall Files Liquidating Plan GATES GLOBAL: Moody's Ups CFR to Ba3 & Senior Secured Debt to Ba2 GENESIS GLOBAL: Gets Court Okay on Gemini Trust Pact GEO GROUP: S&P Ups ICR to 'B+' on Debt Refinancing, Outlook Stable GEX MANAGEMENT: Posts $400K Net Income in 2023 GI DI ORION: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable GLOBAL MEDICAL RESPONSE: Prepares to Refinance Company's Debt GOL LINHAS: Hogan Lovells Updates List of Secured Noteholders HAGA-MOF LLC: Seeks to Tap Bill Cockrum Liquidations as Liquidator HMS REAL ESTATE: Taps Edwin M. Shorty Jr. as Bankruptcy Counsel HORNBLOWER HOLDINGS: Creditors' Committee Says Disclosure Deficient HUDSON 888: Unsecureds to Get Paid in 2 Installments of its Claims HULL ORGANIZATION: Seeks to Hire PRG Commercial Property as Broker HUMANIGEN INC: Seeks Interim Approval of Disclosure Statement HUMANIGEN INC: Unsecureds Owed $44M to Get 0.39% to 19.25% in Plan HUSKY TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms 'B-' ICR IRWIN SABLONSKY: WM Capital to Hold Foreclosure Sale on May 15 ISLAND BREEZE: May 22 Plan Confirmation Hearing Set JAGUAR HEALTH: Registers Offering, Resale of Securities JRGC LLC: Creditors Say Disclosures Merely Speculative JRGC LLC: US Trustee Says Disclosures Inadequate KB CUSTOM: Seeks to Hire Hayward as General Bankruptcy Counsel KENNETH THOMPSON: Court Approves Disclosures & Confirms Plan KEVIN CONCANNON: Unsecureds Will Get 25% of Claims over 3 Years KIDSWELL GROUP: Case Summary & 20 Largest Unsecured Creditors LA LOBA DE WALL: Hires Totaro & Shanahan as Insolvency Counsel LABRUZZO COMMERCIAL: Claims to be Paid From Debtor's Income in Plan LEFT TURN: Seeks Court OK to Sell American Fork Property LINDEN CENTER: Fine-Tunes Plan Documents LIVEONE INC: Anticipates Certain Record Q4 and FY24 Results MATTR CORP: DBRS Assigns 'B(high)' Credit Rating, Trend Positive MEGA-PHILADELPHIA: Mega Unsecureds Owed $394K to Get 90% of Claims MEXCALITO TACO-BAR: Seeks to Hire Weiner Law Firm as Counsel MUZIK INC: Files to Convince Court of Restructuring Plan MYCOTOPIA THERAPIES: Fruci & Associates Raises Going Concern Doubt NANOSTRING TECHNOLOGIES: Sells to Bruker, Exits Chapter 11 NASHVILLE SANJARA: Seeks to Hire Crye-Leike as Real Estate Agent NASHVILLE SANJARA: Seeks to Hire Lefkovitz & Lefkovitz as Counsel NB FLATS: Seeks to Hire Fabian & Clendenin as Litigation Counsel NEW WAY MACHINE: Seeks to Hire Asterion as Financial Advisor NEW WAY MACHINE: Seeks to Hire Karalis as Bankruptcy Counsel NEXT THING: Artesian CPA Raises Going Concern Doubt NGUYEN RAINBOW: Seeks to Hire Tran Singh LLP as Bankruptcy Counsel NOBLE HEALTH: Unsecureds to Get $50K in Plan NORTHERN OIL: Moody's Affirms 'B1' CFR & Alters Outlook to Positive NOVABAY PHARMACEUTICALS: Sales Surge to $11.2 Million in 2023 NUMBER HOLDINGS: Hires Jefferies LLC as Investment Banker NUMBER HOLDINGS: Hires Morris Nichols as Bankruptcy Co-Counsel NUMBER HOLDINGS: Seeks to Hire Hilco Real Estate as Consultant NUMBER HOLDINGS: Seeks to Hire Kroll Restructuring as Claims Agent NUMBER HOLDINGS: Seeks to Hire Milbank LLP as Bankruptcy Counsel NUMBER HOLDINGS: Seeks to Tap Ordinary Course Professionals NUMBER HOLDINGS: Taps Christopher Wells of Alvarez & Marsal as CRO OCEAN POWER: Joseph DiPietro Quits; Robert Powers Named New PAO OSHKOSH REFURB: Unsecureds Get Paid in 48 Equal Monthly Installment OVIEDO-CLERMONT ROOFING: Case Summary & Six Unsecured Creditors PAVMED INC: Agrees to Extension of $2M Fee Payment Deadline PETERSON REAL ESTATE: May 21 Disclosure Statement Hearing Set PLUS STUDIOS: Case Summary & 20 Largest Unsecured Creditors PRIORITY HOLDINGS: Moody's Affirms B2 CFR, Outlook Remains Stable PRIZE MANAGEMENT: June 4 Confirmation Hearing Set RAINIER VIEW: Seeks to Hire Bush Kornfeld as Bankruptcy Counsel RAOCORE TECHNOLOGY: Trustee Taps Fox Rothschild as Counsel RAPID P&P: Trustee Says Disclosures Inadequate RAPTOR AUTO: Taps Alla Kachan P.C. as Bankruptcy Counsel RENALYTIX PLC: Issues 26.8 Million Second Tranche Ordinary Shares RESOLUTE HOLDINGS: Case Summary & Five Unsecured Creditors ROCKIN A ELECTRIC: Case Summary & 18 Unsecured Creditors RODGERS COMPANIES: Seeks to Tap DeMarco Mitchell as Legal Counsel ROYAL EMPIRE: Seeks to Hire DeMarco Mitchell as Bankruptcy Counsel RYAL SCHUYLER: Voluntary Chapter 11 Case Summary SADIE ROSE: Filing of Disclosure Statement Extended to May 2 SAND RIDGE: June 4 Plan Confirmation Hearing Set SANUWAVE HEALTH: Extends Outside Date of SEPA Merger Agreement SERENE DISTRICT: Seeks to Hire DeMarco Mitchell as Legal Counsel SEVEN RIVERS: Seeks to Hire Brady Law Firm as Insolvency Counsel SHUN FENG: Seeks to Hire Geng & Associates as Bankruptcy Counsel SPD II MAKAIWA: Secured Lender Submits Plan of Liquidation SPI ENERGY: Receives Approval to Transfer Listing to Nasdaq Capital STARBRIDGE (ONTARIO): Taps Keller Benvenutti as Bankruptcy Counsel SWANSTON OAK: Case Summary & Two Unsecured Creditors TAGRISK LLC: Seeks to Hire Herman Jones as Special Counsel TARO INVESTMENT: Voluntary Chapter 11 Case Summary TEAL JONES: Chapter 15 Case Summary TERRAFORM LABS: Gets Clearance to Tap Crypto Tracing Company TRANE: 4th Circ. Rejects Speedy Asbestos 'Two-Step' Case Appeal TRIDENT TPI: Moody's Affirms 'B3' CFR & Alters Outlook to Negative TWIN CITIES HEALTH: Case Summary & 18 Unsecured Creditors TYSONS JEWELRY: Seeks to Hire Vivona Pandurangi as Legal Counsel UNCONDITIONAL LOVE: Unsecureds Will Get 0.46% of Claims in Plan UNITED AIRLINES: S&P Affirms 'BB-' ICR, Outlook Stable US NEUROSURGICAL: Mercurius & Associates Raises Going Concern Doubt VANTAGE SPECIALTY: Fitch Alters Outlook on 'B' LongTerm IDR to Neg. VIEW INC: PricewaterhouseCoopers LLP Steps Down as Auditor VIEW INC: Seeks Approval to Hire Kroll as Administrative Advisor WAYNE HEALTHCARE: Fitch Affirms 'BB+' IDR, Outlook Stable WESCO AIRCRAFT: Mediation Unlikely to End Platinum Dispute WEWORK INC: Co-Founder Neumann Asks to Block Lender Plan WH INTERMEDIATE: Moody's Alters Outlook on 'B2' CFR to Negative WINDSOR TERRACE: Unsecured Creditors Have 2 Options in Plan WORLD ACCEPTANCE: Moody's Alters Outlook on 'B2' CFR to Stable WORLD PROTECTION: Hires Corey B. Beck PC as Legal Counsel ZAC PRUETT: Taps Sgro, Hanrahan, Daurr, Rabin & Reinbold as Counsel [*] PE-Owned Healthcare Bankruptcies Rise in 2023 [^] BOND PRICING: For the Week from April 22 to 26, 2024 ********* 1847 HOLDINGS: Sadler, Gibb & Associates Raises Going Concern Doubt ------------------------------------------------------------------- 1847 Holdings, LLC disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed that there is substantial doubt about the Company's ability to continue as a going concern. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 25, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. "As of December 31, 2023, we had cash and cash equivalents of $766,414. For the year ended December 31, 2023, we incurred a loss from operations of $19,935,143, cash flows used in operations of $7,540,293 and working capital deficit of $9,424,591. We have generated operating losses since inception and have relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third-party and related party debt to support cashflow from operations, which creates substantial doubt about our ability to continue as a going concern for a period at least one year," the Company stated. As of December 31, 2023, the Company had $39,368,197 in total assets, $59,408,886 in total liabilities, and $20,040,689 in total stockholders' deficit. Management plans to address these concerns by securing additional financing through debt and equity offerings. Management assessed the mitigating effect of its plans to determine if it is probable that the plans would be effectively implemented within one year after the consolidated financial statements are issued and when implemented, would mitigate the relevant conditions or events that raise substantial doubt about the Company's ability to continue as a going concern. These plans are subject to market conditions and reliance on third parties, and there is no assurance that effective implementation of the Company's plans will result in the necessary funding to continue current operations and satisfy current debt obligations. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/3ubtmx57 About 1847 Holdings 1847 Holdings LLC is an acquisition holding company, focused on acquiring and managing a group of small and middle-market businesses in a variety of different industries headquartered in North America. 365 CHURCH: Seeks to Hire Johnson Law PLLC as Bankruptcy Counsel ---------------------------------------------------------------- 365 Church seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire Johnson Law PLLC to handle the Chapter 11 proceedings. The firm will charge an hourly fee of $300 for its services. Prior to the Debtors' bankruptcy filing, Johnson Law received a retainer of $17,000, including the filing fee. Todd Johnson, Esq., disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Todd B. Johnson, Esq. Johnson Law, PLLC P.O. Box 519 Morgantown, WV 26507 Phone: (304) 292-7933 Fax: (304) 292-7931 Email: todd@jlawpllc.com About 365 Church 365 Church owns a 14,000 sq ft church on 1.854 acres located at 881 Mid Atlantic Pkwy Martinsburg, WV 25404 having a current value of $1 million. 365 Church filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.W.V. Case No. 24-00188) on April 16, 2024, listing $1,085,000 in assets and $649,300 in liabilities. The petition was signed by Matt Francis as president. Judge David L. Bissett presides over the case. Todd Johnson, Esq. at JOHNSON LAW PLLC represents the Debtor as counsel. 4221-ASSOCIATES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: 4221-Associates, AZ, LLC 4221-4223 N Scottsdale Rd Scottsdale AZ 85251 Chapter 11 Petition Date: April 25, 2024 Court: United States Bankruptcy Court District of Arizona Case No.: 24-03211 Judge: Hon. Brenda K. Martin Debtor's Counsel: Michael Carmel, Esq. MICHAEL W. CARMEL, LTD. 80 E Columbus Ave Phonex, AZ 85012 Tel: (602) 264-4965 E-mail: michael@mcarmellaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by David E. Slattery, Sr., SHP MGR, LLC and DESCO Arizona, LLC, as manager. The Debtor did not 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/567RDPQ/4221-ASSOCIATES_AZ_LLC__azbke-24-03211__0001.0.pdf?mcid=tGE4TAMA 530 DONELSON: Gets OK to Hire Resurgent as Restructuring Advisor ---------------------------------------------------------------- 530 Donelson, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Resurgent Financial Services LLC as its restructuring advisor. The Debtor requires a restructuring advisor to provide management, restructuring, and business advisory services and otherwise act as the operating agent thereof with independent financial and operational decision-making authority for its benefit and its bankruptcy estate. The hourly rates of the firm's professionals are as follows: Gary Murphey $425 Senior Managers $350 - $400 Managers & Associates $125 - $300 Gary Murphey, a principal at Resurgent Financial Services, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gary M. Murphey Resurgent Financial Services, LLC 3330 Cumberland Blvd., Suite 500 Atlanta, GA 30339 Telephone: (770) 933-6855 Email: Murphey@RFSLimited.com About 530 Donelson 530 Donelson, LLC in Gallatin, TN, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 24-00879) on March 14, 2024, listing $0 in assets and $10,494,142 in liabilities. Eric Lowman, managing member, signed the petition. Judge Randal S. Mashburn oversees the case. The Debtor tapped Dunham Hildebrand, PLLC as legal counsel and Resurgent Financial Services LLC as restructuring advisor. ACTION PROPERTY: Hires Dunn Law, P.A. as Replacement Counsel ------------------------------------------------------------ Action Property SVCES, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the law firm of Dunn Law, P.A. as its replacement counsel. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties as a debtor-in-possession; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of the Debtor in all matters pending before the Court; e. represent the Debtor in negotiation with its creditors in the preparation of a plan; and f. perform all other legal services for the Debtor, which may be necessary. The firm will be paid at these rates: Michael P. Dunn, Esq. $510 Paralegals $175 to $275 The firm received a retainer in the amount of $25,000. As disclosed in the court filings, Dunn Law, P.A. is disinterested as required by 11 U.S.C. Sec. 327(a). The firm can be reached through: Michael P. Dunn, Esq. Dunn Law, P.A. 66 West Flagler Street, Suite 400 Miami, FL 33130 Telephone: (786) 433-3866 Email: michael.dunn@dunnlawpa.com About Action Property SVCES Action Property Svces. Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 22-19389) on Dec. 8, 2022, with as much as $1 million in both assets and liabilities. Judge Peter D. Russin oversees the case. The Debtor is represented by Chad Van Horn, Esq., at Van Horn Law Group, PA. ALMAZ TRANSPORTATION: Taps Alla Kachan P.C. as Attorney ------------------------------------------------------- Almaz Transportation, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Alla Kachan, P.C. as its attorneys. The firm will provide these services: a. assist the Debtor in administering the bankruptcy case; b. make such motions or taking such action as may be appropriate or necessary under the Bankruptcy Code; c. represent the Debtor in prosecuting adversary prosecuting to collect assets of the estate such other actions as Debtor deem appropriate; d. take such steps as may be necessary for Debtor to marshal and protect the estate's assets; e. negotiate with Debtor's creditors in formulating a plan of reorganization for Debtor in this case; f. draft and prosecute the confirmation of Debtor's plan of reorganization in this case; and g. render such additional services as Debtor may require in the bankruptcy case. The firm will be paid at these rates: Attorney $475 per hour Clerk and Paraprofessional $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Alla Kachan, a partner at Law Offices of Alla Kachan, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue., Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Almaz Transportation Almaz Transportation, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42027) on Aug. 25, 2022. In the petition signed by Yefim Sabler, president, the Debtor disclosed under $1 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor tapped the Law Offices of Alla Kachan, PC as its counsel and Wisdom Professional Services Inc. as accountant. ALPACKA GROUP: Unsecureds Will Get 15.5 Cents on Dollar in Plan --------------------------------------------------------------- Alpacka Group, LLC, submitted an Amended Plan of Reorganization for Small Business dated April 15, 2024. The Plan provides that the Debtor will cure rent arrears and make payments pro rata to general unsecured creditors from future net income. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $180,000. The final Plan payment is expected to be paid on the date that is 5 years from the effective date of this Plan. This Plan of Reorganization proposes to pay creditors of the Debtor from future net income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 15.5 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of all non-priority unsecured claims. The other claims of Ascentium (all claims of Ascentium other than the claims classified), Bluevine Capital Inc., Channel Partners Capital, LLC, National Funding, Inc., and Retail Capital LLC (dba Credibly) are wholly unsecured and shall be treated as Class 3 claims. Holders of allowed general unsecured claims will be paid their pro rata share of 60 monthly distributions of $3,000.00, on the 15th day of each month, with the first payment due in the first full month beginning after the effective date of this Plan. This Class is impaired. The allowed unsecured claims total $1,158,096.00. Class 4 consists of Equity Security Holders of the Debtor. The equity security holders of the Debtor shall retain their interests without modification. Distributions under this Plan will be funded from the Debtor's future net income. If the Plan is confirmed under Bankruptcy Code § 1191(a), all property of the estate and interests of the Debtor will vest in the reorganized Debtor on the effective date free and clear of all claims and interests except as provided in this Plan, subject to revesting upon conversion to chapter 7. If the Plan is confirmed under Bankruptcy Code § 1191(b), all property of the estate and interests of the Debtor will vest in the reorganized Debtor when all payments provided in this Plan have been made. A full-text copy of the Amended Plan of Reorganization dated April 15, 2024 is available at https://urlcurt.com/u?l=GTagAx from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Michael W. Malter, Esq. Reno Fernandez, Esq. BINDER & MALTER, LLP 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 Fax: (408) 295-1531 Email: michael@bindermalter.com reno@bindermalter.com About Alpacka Group Alpacka Group, LLC, is engaged in the warehousing and storage business in San Jose, Calif. The Debtor filed Chapter 11 petition (Bankr. N.D. Cal. Case No. 23-51312) on Nov. 8, 2023, with $385,984 in assets and $1,837,435 in liabilities. Michael Applebaum, member, signed the petition. Judge Elaine Hammond oversees the case. Michael W. Malter, Esq., at Binder & Malter, LLP, is the Debtor's legal counsel. ANCHOR PACKAGING: Moody's Affirms B2 CFR & Rates 1st Lien Loans B2 ------------------------------------------------------------------ Moody's Ratings affirmed Anchor Packaging, LLC's corporate family rating at B2 and probability of default rating at B2-PD. Moody's also assigned B2 ratings to the company's proposed amended & extended backed senior secured first lien bank credit facility, comprised of a revolving credit facility and term loan. The B2 ratings on the existing backed senior secured first lien bank credit facility, including the revolving credit facility, term loan, and delayed draw term loan, have been reviewed in the rating committee and remain unchanged. The outlook is maintained at stable. The transaction extends the maturity of the company's term loan and the expiration of its revolver from 2026 to 2029. Anchor Packaging expects to use excess proceeds to fund a $206 million dividend distribution to shareholders including majority-owner TJC, LP ("TJC") and minority-owner Hermann Companies. "The ratings affirmation reflects Anchor Packaging's track record as a rated entity as the company has exhibited volume growth amid declining sector conditions in 2023, improved margins and profitability, and subsequently reduced leverage through earnings growth," said Nirali Patel, Moody's Lead Analyst. Governance considerations were a key driver of the rating action. Inclusive of the proposed transaction, Anchor Packaging will have distributed over $450 million of dividends since the 2019 LBO by TJC. Moody's considers Anchor Packaging's financial policy with respect to shareholder distributions as aggressive given that the majority of these dividends have been funded using incremental debt. Anchor Packaging's track record of maintaining leverage between 4.0x-6.0x somewhat offsets its financial policies related to shareholder returns. RATINGS RATIONALE Anchor Packaging's B2 CFR reflects its moderate scale relative to plastic packaging peers, aggressive financial policy with respect to shareholder returns, and exposure to volatile raw material costs. Anchor Packaging's scale is modest compared to rated packaging peers factoring in both its revenue generation of less than $600 million and its limited manufacturing footprint. The company has continued to deploy capital toward shareholder returns, at times funding these distributions with some incremental debt. The rating is also constrained by a limited percentage of contracts with pass-throughs of resin costs in the business. At the same time, the rating is supported by a high percentage of Anchor Packaging's sales to relatively stable end markets including foodservice and grocery, food processor and convenience store retail. The rating also benefits from a track record of new business wins, which has supported recent, above-trend volume growth. Anchor Packaging is strongly positioned within its largely blue-chip customer base, with no significant customer concentration. Moody's expects Anchor Packaging to maintain good liquidity supported by solid operating cash flow generation and a sizeable revolving credit facility that will be undrawn at close. Anchor will generate negative free cash flow in 2024 on account of the proposed dividend distribution, but Moody's expect positive operating cash flow generation for all quarters over the next 12-18 months despite incremental interest burden and debt amortization. The new revolving credit facility includes a springing first lien net leverage ratio covenant of 9.55x if availability is below 40%. Both the revolver and the term loan are secured by substantially all assets of the borrower and guarantors. The stable outlook reflects Moody's expectation that volume growth and maintenance of strong EBITDA margins will drive leverage reduction and support ongoing free cash flow generation. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS Governance considerations are material to Anchor Packaging's ratings. Governance factors Moody's considers for Anchor Packaging include a track record of dividends distributions, with the majority of capital returned funded with incremental debt. Governance considerations also incorporate the majority ownership by TJC, representing concentrated ownership and control. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if the company expands its scale and product offering while maintaining strong EBITDA margins above 20% and improving credit metrics. Specifically, an upgrade would require debt/EBITDA sustained below 5.0x, EBITDA/Interest above 3.5x and free cash flow/debt approaching 5%. Moody's could downgrade the rating if volumes and operating performance decline with debt/EBITDA rising above 6.0x, EBITDA/Interest remains below 2.5x and free cash flow/debt below 1%. Material debt-funded M&A or further debt-funded dividend distributions would also pressure ratings. Headquartered in St. Louis, Missouri, Anchor Packaging, LLC is a manufacturer of polypropylene (PP) and polyethylene terephthalate (PET) containers for hot and cold food as well as flexible food wrap film. The company generated sales of $539 million for the fiscal year ended December 31, 2023. TJC, a private equity firm, acquired a controlling stake in Anchor Packaging in July 2019. The minority stake is owned by privately-held Hermann Companies, Inc. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. API TECHNOLOGIES: Audax Marks $51,000 Loan at 22% Discount ---------------------------------------------------------- Audax Credit BDC, Inc., has marked its $51,154 loan extended to API Technologies to market at $39,900 or 78% of the outstanding amount, as of Dec. 31, 2023, according to a disclosure contained in Audax's Form 10-K report for the fiscal year ended Dec. 31, 2023, filed with the Securities and Exchange Commission. Audax is a participant in a Senior Secured Priming Facility to API Technologies. The loan accrues interest at a rate of 6.33% (S+6%/PIK) per annum. The loan matures on Mar. 25, 2027. Audax is a Delaware corporation that was formed in January 2015. Audax is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, it has elected to be treated for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Audax's fiscal year ends Dec. 31. Audax is led by Michael P. McGonigle, Chairman of the Board of Directors, President, and Chief Executive Officer; and Richard T. Joseph, Chief Financial Officer and Treasure. Audax can be reached at: AUDAX CREDIT BDC, INC. 101 Huntington Avenue Boston, MA 02199 Tel: (617) 859-1500 API Technologies designs, develops and manufactures electronic systems, subsystems, RF and secure solutions for technically demanding defense, aerospace and commercial applications. ARTISTIC AQUARIUMS: Hires Allan D. NewDelman as Legal Counsel ------------------------------------------------------------- Artistic Aquariums, Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Allan D. NewDelman, P.C. as its legal counsel. The services that Allan D. NewDelman will render are as follows: (a) give Debtor legal advice with respect to all matters related to its Chapter 11 case; (b) prepare legal papers; and (c) perform all other necessary legal services for Debtor. The hourly rates of attorneys and paraprofessionals are as follows: Allan D. NewDelman $475 Roberta J. Sunkin $395 Paralegal $150 - $200 Allan NewDelman, Esq., disclosed in court filings that his firm does not have any interest adverse to the Debtor or its estate. The firm can be reached through: Allan D. NewDelman, Esq. Allan D. NewDelman, P.C. 80 East Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 Fax: (602) 277-0144 Email: anewdelman@adnlaw.net About Artistic Aquariums, Inc. Artistic Aquariums, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-02875) on April 16, 2024, listing $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Allan D. NewDelman, Esq. at Allan D. NewDelman, P.C. represents the Debtor as counsel. ASPIRA WOMEN'S: Registers $100M Securities for Potential Offering ----------------------------------------------------------------- Aspira Women's Health Inc. filed with the U.S. Securities and Exchange Commission its Form S-3 relating to the offer from time to time, of up to $100,000,000 of any combination of the securities (Common Stock, Preferred Stock, Debt Securities, Warrants, Rights, and Units) in one or more offerings. The Company may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. As of April 17, 2024, the aggregate market value of Aspira's common stock held by its non-affiliates, as calculated pursuant to the rules of the Securities and Exchange Commission, was approximately $46.5 million, based upon 10,434,094 shares of its outstanding common stock held by non-affiliates at the per share price of $4.46, the closing sale price of the Company's common stock on Nasdaq on February 23, 2024. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell securities in a public offering with a value exceeding more than one-third of its "public float" (i.e., the market value of the Company's common stock held by its non-affiliates) in any 12-month period so long as its public float remains below $75 million. Aspira have sold $11,147,845.23 of securities in reliance on General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus. The Company will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or options to purchase additional securities will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds the Company expects to receive from such sale will also be set forth in a prospectus supplement. A full-text copy of the prospectus is available at https://tinyurl.com/3jazcpwd About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is dedicated to the discovery, development, and commercialization of noninvasive, AI-powered tests to aid in the diagnosis of gynecologic diseases. OvaWatch and Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they provide the only comprehensive portfolio of blood tests to aid in the detection of ovarian cancer for the 1.2+ million American women diagnosed with an adnexal mass each year. OvaWatch provides a negative predictive value of 99% and is used to assess ovarian cancer risk for women where initial clinical assessment indicates the mass is indeterminate or benign, and thus surgery may be premature or unnecessary. Ova1Plus is a reflex process of two FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian malignancy in women planned for surgery. Boston, Massachusetts-based BDO USA, P.C., the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 29, 2024, citing that Company has suffered recurring losses from operations and expects to continue to incur substantial losses in the future, which raise substantial doubt about its ability to continue as a going concern. ASPIRA WOMEN'S: Sells $3.2M Worth of Shares to Lincoln Park ----------------------------------------------------------- Aspira Women's Health Inc. previously disclosed that on March 28, 2023, the Company and Lincoln Park Capital Fund, LLC entered into a purchase agreement, and a registration rights agreement, pursuant to which the Company has the right, in its sole discretion, to sell to Lincoln Park shares of the Company's common stock, par value $0.001 per share, having an aggregate value of up to $10,000,000, subject to certain limitations and conditions set forth in the Purchase Agreement. The issuance of the Purchase Shares had been previously registered pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-252267) (the "Old Registration Statement"), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement filed on March 28, 2023, that has expired. On April 22, 2024, the Company has filed a registration statement on Form S-3 (File No. 333-278867) and the related base prospectus included in the Registration Statement, that has been declared effective by the SEC on April 25, 2024. As of April 26, 2024, the Company has sold 472,312 shares of Common Stock under the Purchase Agreement for gross proceeds of approximately $1,578,000 under the Old Registration Statement. In addition, 47,733 shares of Common Stock have been issued to Lincoln Park as consideration for entering into the Purchase Agreement. Up to $8,422,000 of shares of Common Stock remain to be sold to Lincoln Park under the Purchase Agreement, which may be sold at a purchase price per share based on the market price of the Company's Common Stock at the time of sale as calculated under the Purchase Agreement, subject to certain limitations, including but not limited to the Exchange Cap (as defined in the Purchase Agreement). On April 26, 2024, the Company filed a prospectus supplement to the Registration Statement related to the sale of up to $3,200,000 shares of Common Stock pursuant to the Purchase Agreement. About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is dedicated to the discovery, development, and commercialization of noninvasive, AI-powered tests to aid in the diagnosis of gynecologic diseases. OvaWatch and Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they provide the only comprehensive portfolio of blood tests to aid in the detection of ovarian cancer for the 1.2+ million American women diagnosed with an adnexal mass each year. OvaWatch provides a negative predictive value of 99% and is used to assess ovarian cancer risk for women where initial clinical assessment indicates the mass is indeterminate or benign, and thus surgery may be premature or unnecessary. Ova1Plus is a reflex process of two FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian malignancy in women planned for surgery. Boston, Massachusetts-based BDO USA, P.C., the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 29, 2024, citing that Company has suffered recurring losses from operations and expects to continue to incur substantial losses in the future, which raise substantial doubt about its ability to continue as a going concern. ASPLUNDH TREE: Moody's Affirms Ba1 CFR & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings affirmed Asplundh Tree Expert, LLC's Ba1 corporate family rating, Ba1-PD probability of default rating, and Ba1 senior secured bank credit facility ratings. Moody's also assigned a Ba1 rating to the proposed $1 billion senior secured term loan due 2031. Moody's revised the outlook to negative from stable. Asplundh's proposed 7 year, $1 billion term loan will be used primarily to fund a sizable acquisition and provide liquidity for near term acquisitions. "Asplundh's ratings affirmation and negative outlook reflect the company's shift in financial strategy toward growth through acquisitions. Leverage pro forma for the April 2024 acquisition exceeds 3.5x, well above the company's prior leverage target. We believe the company will maintain leverage at a higher level to fund future opportunities," said Justin Remsen, Moody's Assistant Vice President. "The onset of the Asplundh's growth strategy follows three consecutive years of lower profit margins as elevated fuel and wage costs outpaced price increases. The company's ability and willingness to maintain leverage below 3.5x and generate consistent free cash flow are key considerations during Moody's outlook period," added Remsen. RATINGS RATIONALE Asplundh's Ba1 CFR reflects the company's position as the leading provider of vegetation management and utility infrastructure services across the United States, Canada, Australia, and New Zealand. Asplundh is one of few companies in the industry with the scale, expertise, and value added capabilities to service corporate clients. The business is supported by long term contracts with tenured customers in defensive end markets such as electric utilities, other power providers, and local governments. The nondiscretionary nature of vegetation management leads to strong recurring revenue and high customer retention rates. At the same time, Moody's opinion considers the company's limited growth in its vegetation business, revenue exposure to the utility sector, and modest margins that have deteriorated due to elevated fuel and labor costs. Asplundh's capital spending (about 7% of revenue) and high dividend payout ratio limit financial flexibility, especially as earnings are negatively impacted by inflationary pressures. Moody's projects good liquidity, with the company generating over $50 million in free cash flow in 2024 and 2025 after funding tax and cash dividends. The company's liquidity profile is supported by a $750 million revolving credit facility due October 2028 (or springing September 2027, if the term loan remains outstanding). Pro forma for the transaction, the company has total liquidity of about $700 million including about $100 million of cash and $600 million of revolver availability. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Governance risk is driven primarily by its financial strategy and risk management policies reflected with a high dividend payout and increasing financial leverage as earnings are negatively impacted by the inflationary environment. The company also increased its debt to EBITDA target to a range of 3.0x to 3.5x as part of its strategic growth initiatives enacted in 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, an upgrade of the ratings is unlikely over the next 12-18 months. Longer-term, the rating could be upgraded if the company maintains very good liquidity and conservative financial policies. An upgrade would also require strong corporate governance practices and for the company to move toward a capital structure that allows for maximum flexibility which includes being unsecured. An upgrade would require Debt/EBITDA sustained below 2.5x and EBITA/Interest above 6.0x. The outlook could be revised to stable if the company improves profitability and successfully executes on its acquisition strategy while maintaining moderate leverage. The ratings could be downgraded if the company's operating margins remain pressured including Debt/EBITDA sustained above 3.5x or EBITA/interest below 4.5x. Weaker liquidity or more aggressive financial strategies, including debt-financed acquisitions or dividends could also result in a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Willow Grove, PA, Asplundh is North America's largest provider of vegetation management, infrastructure and other services that support the operations of utilities, rail roads and other industries. Asplundh is owned and majority controlled by the Asplundh family, while private equity firms CVC Capital Partners and The Carlyle Group own a minority stake. AVEANNA HEALTHCARE: Moody's Alters Outlook on 'Caa1' CFR to Stable ------------------------------------------------------------------ Moody's Ratings affirmed the ratings of Aveanna Healthcare LLC including the Caa1 Corporate Family Rating, the Caa1-PD Probability of Default Rating, the B3 rating on the senior secured first lien bank credit facilities, and the Caa3 rating on the senior secured second lien term loan. There is no change to the SGL-3 Speculative Grade Liquidity Rating. Concurrently, Moody's Ratings revised the outlook to stable from negative. The rating affirmation reflects Moody's expectation that Aveanna's financial leverage will remain very high, but that operating performance will continue to improve such that debt-to-EBITDA will decline below 10 times over the next 12 to 18 months. For the last twelve month period ended December 30, 2023, Aveanna's Moody's adjusted debt-to-EBITDA is approximately 10.5 times, which is an improvement from the peak of slightly over 13 times. The stable outlook incorporates Moody's expectation that Aveanna's credit metrics will continue to improve over the next 12 to 18 months. Moody's expects Aveanna's debt-to-EBITDA to decline below 10 times, interest coverage (defined as EBITA/Interest Expense) to improve to approximately 1 time and liquidity to remain adequate. RATINGS RATIONALE Aveanna's Caa1 CFR reflects its very high financial leverage with debt/EBITDA of approximately 10.5x for fiscal year 2023 (using Moody's standard adjustments). Moody's anticipates that ongoing nursing labor shortages resulting in wage inflation will continue to moderately pressure Aveanna's earnings. The rating also reflects Aveanna's highly concentrated payor mix with significant Medicaid exposure, and meaningful geographic concentration in the states of California, Texas, and Pennsylvania. The rating benefits from Aveanna's leading niche position in the otherwise fragmented market of pediatric home health services, where it provides critical services to children and families, as well as its expanding presence in the home health and hospice segment. Moody's believes that the company's strategy to grow its home health and hospice businesses will benefit the credit profile through improved service line and payor diversity. The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's expectation that Aveanna will maintain adequate liquidity, demonstrated by stable cash balances and very modest free cash flow generation over the next 12 to 18 months. Further, Aveanna has access to $168 million on its $200 million revolving credit facility that expires in April 2026, as well as $20 million on its $175 million accounts receivable securitization facility that expires in July 2026. Moody's expects Aveanna to generate $10-$20 million of annual free cash flow over the next 12 to 18 months. Moody's expects Aveanna to maintain sufficient covenant cushion with the springing first lien net leverage covenant on the revolver, if triggered. Aveanna's senior secured first lien credit facility, comprised of a $200 million revolving credit facility expiring in April 2026 and $920 million term loan (of which approximately $900 million remains outstanding) due July 2028, is rated B3, one notch above the Caa1 Corporate Family Rating. This reflects the benefit of a layer of loss absorption provided by the $415 million second lien term loan due December 2029, which is rated Caa3. ESG CONSIDERATIONS Aveanna's CIS-5 score indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. Primary drivers of the CIS-5 include governance risks (G-5), driven by the company's aggressive financial policies, very high financial leverage and previous misses of public earnings guidance. The score also reflects exposure to social risks (S-4), primarily to human capital with outsized impacts from persistent clinical labor shortages. Lastly, the score reflects moderate exposure to environmental risks (E-3), arising from physical climate risks with the company's large number of facilities concentrated in locations with elevated hurricane or wildfire risks such as California, Texas and Florida. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if nursing labor shortages materially subside such that EBITDA recovers significantly. Quantitatively, Moody's adjusted debt/EBITDA that is below 7.5 times could support an upgrade. An improved liquidity position would also support an upgrade. The ratings could be downgraded if Aveanna experiences significant reimbursement reductions and/or further wage pressures. Ratings could be downgraded if Aveanna pursues more aggressive financial policies including significant debt-funded acquisitions. Further weakening of liquidity or sustained negative free cash flow could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. BCP RENAISSANCE: Moody's Affirms 'B2' CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings affirmed BCP Renaissance Parent L.L.C.'s B2 Corporate Family Rating, its B2-PD Probability of Default Rating, and its B2 senior secured bank credit facility ratings. The outlook remains stable. RATINGS RATIONALE BCP Renaissance's B2 CFR reflects the stability of cash flow generated by its investment in ET Rover Pipeline LLC (ET Rover). ET Rover is an intermediate holding company that owns a 65% interest in Rover Pipeline LLC (Rover) and Rover is a 700+ mile pipeline transporting natural gas from Appalachia to the demand centers in the Midwest, Gulf Coast, and Canada. Rover has been fully in-service since September 2018 and 85% of its 3.4 billion cubic feet per day (Bcfd) capacity is underpinned by long-term contracts with shippers that have a weighted average credit rating of Ba2. Although Rover is a strategic asset, BCP Renaissance is heavily indebted with stand-alone leverage above 7x and FFO/debt below 10%. The term loan's cash flow sweep feature reduces BCP Renaissance's leverage over time, but the company reversed some of that when it took on incremental borrowings in 2023 to fund a distribution to its sponsor. As a non-controlling owner, BCP Renaissance's ratings are notched from Rover's credit profile, which incorporates the credit quality of its shipper counterparties that serves as a constraint on Rover's credit quality and thereby BCP Renaissance's ratings. The ratings also consider BCP Renaissance's considerable governance rights and that both ET Rover and Rover do not carry debt and therefore there is no notching for structural subordination. BCP Renaissance has adequate resources to meet its limited liquidity needs. The company is entirely dependent on cash distributions for any liquidity needs. The Term Loan B has a cash sweep mechanism that requires the application of 75% of available cash to debt service when net leverage is in excess of 4.5x and 50% of available cash to debt service when net leverage is at or below 4.5x. The Term Loan B includes a financial covenant requiring the maintenance of a 1.05x minimum debt service coverage ratio covenant, which Moody's Ratings expects to continue to be met by a comfortable margin. BCP Renaissance's liquidity profile additionally benefits from its debt service reserve account and balance sheet cash. The Term Loan B is rated B2, the same as the CFR, reflecting its status as the only debt in the company's capital structure. The outlook is stable, reflecting continued stable cash flows distributions received from ET Rover and modestly improving leverage and interest coverage as excess cash flow is swept toward debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade could be considered if stand-alone debt/EBITDA declines towards 6x with interest coverage ((FFO + Interest)/Interest) exceeding 2.0x and stable or improved Rover counterparty credit quality. A downgrade could occur should the credit quality of Rover's contracted shippers deteriorate, if stand-alone debt/EBITDA exceeds 7.5x, or if interest coverage falls below 1.5x. The principal methodology used in these ratings was Natural Gas Pipelines published in July 2018. BEST OF THE WEST: Hires Markus Williams & Hunsicker as Counsel -------------------------------------------------------------- Best of the West Productions, LLC seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to employ Markus Williams Young & Hunsicker LLC as its bankruptcy counsel. The firm will render these services: (a) assist in the production of the Debtor's schedules and statement of financial affairs and other pleadings necessary to file its Chapter 11 case; (b) assist in the preparation of the Debtor's plan of reorganization; (c) prepare legal papers; (d) represent the Debtor in adversary proceedings and contested matters related to its bankruptcy case; (e) investigate the assets, liabilities, and financial affairs of the estate; (f) assist the Debtor in analyzing and pursuing any proposed dispositions of assets of its bankruptcy estate; (g) pursue claims and causes of action of the Debtor's bankruptcy estate; (h) defend the Debtor and its estate in any litigation matters which may be asserted; (i) advise the Debtor of its rights, powers, obligations, and duties in the continuing operation of its business and the administration of the estate; and (j) provide other legal services for the Debtor as necessary and appropriate for the administration of its estate. The hourly rates of the firm's counsel and staff are as follows: Bradley T. Hunsicker, Attorney $445 Lacey Bryan, Attorney $410 Other Attorneys $325 - $595 Paralegal $175 In addition, the firm will seek reimbursement for expenses incurred. The firm received a security retainer of $16,738, including the filing fee, frm the Debtor. Mr. Hunsicker disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bradley T. Hunsicker, Esq. Markus Williams Young & Hunsicker, LLC 2120 Carey Avenue, Suite 101 Cheyenne, WY 82001 Telephone: (307) 778-8178 Facsimile: (307) 638-1975 Email: bhunsicker@MarkusWilliams.com About Best of the West Productions Best of the West Productions, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20142) on August 22, 2024. Chase Myers, chief operating officer of BOTW Holdings, LLC, disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Cathleen D. Parker oversees the case. Bradley T. Hunsicker, Esq., at Markus Williams Young & Hunsicker, LLC represents the Debtor as counsel. BH&G HOLDINGS: Asks Court to Approve Bid Rules for Sale of Assets ----------------------------------------------------------------- BH&G Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to solicit bids for its property. The company is selling its 19.55-acre property and related assets in Henderson, Nev., where it was supposed to develop a multi-family housing project. Subject to court approval, BH&G seeks to sell the property at a live (in person) auction, commencing on August 22, at 9:30 a.m. (Pacific Daylight Time), with a hearing to approve the results of the auction on August 29. Persons interested in purchasing the property must submit a qualifying bid by August 15, at 5:00 p.m., (Pacific Daylight Time). The bid must be accompanied by a cash deposit in the amount of 10% of the bid's proposed purchase price Qualified bidders may submit subsequent bids for the purchase of the property at the auction, provided: (i) the initial bid at the auction must exceed the highest or best qualifying bid by at least $100,000; (ii) each subsequent bid must exceed the previous bid by $50,000; and any qualified bidder who submits a subsequent bid at auction in excess of its qualifying bid must provide evidence that it has the financial capability to consummate the transaction at the new, higher purchase price. BH&G intends to enter into an agreement with a qualified bidder who will serve as the stalking horse bidder at the auction. In the event it is not selected as the winning bidder at the auction, the stalking horse bidder will receive a break-up fee of up to 2% of its initial cash bid; and expense reimbursement of up to $50,000. The deadline to designate a stalking horse bidder is on August 8. About BH&G Holdings BH&G Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-10687) on February 27, 2024, listing $50,000,001 to $100 million in assets and $10,000,001 to $50 million in liabilities. Judge Hilary L. Barnes presides over the case. The Debtor tapped Matthew L. Johnson at Johnson & Gubler, PC as counsel and Force Ten Partners, LLC as investment banker. BLACKSTONE MORTGAGE: Moody's Alters Outlook on Ba3 CFR to Negative ------------------------------------------------------------------ Moody's Ratings has affirmed Blackstone Mortgage Trust, Inc.'s (BXMT) Ba3 corporate family rating and Ba3 senior secured debt and senior secured bank credit facilities ratings. Moody's has also changed BXMT's outlook to negative from stable. RATINGS RATIONALE The outlook change to negative reflects the continued deterioration in BXMT's office loan performance, which has led to a significant rise in non-accrual loans, net losses, and a decline in capitalization. The negative outlook incorporates Moody's expectation that BXMT will continue to experience asset quality and profitability challenges over the next 12-18 months given its high exposure to the office sector. The rating action follows BXMT's first-quarter earnings release, in which it reported a $124 million net loss driven by a $235 million provision for credit losses tied to its office loans. BXMT also realized $61 million of losses in the quarter, and expects to realize another $10-20 million in the second quarter. Among rated peers, BXMT has the largest exposure to office properties at 36% of net loans (26% in the US) as of March 31, 2024. Out of the 173 total loans in BXMT's portfolio, the company has 17 loans with its weakest internal risk rating (i.e., risk rated "5"), which account for 8.5% of net loans, and 16 loans or 12.5% of net loans risk-rated "4". BXMT's current expected credit loss (CECL) reserve rose to 3.3% of gross loans in the first quarter from 2.5% as of December 31, 2023. The company reported that asset-specific CECL reserves now account for 25% of "5" rated gross loans, which should help to mitigate future realized losses. BXMT's capitalization, measured as tangible common equity to tangible managed assets (TCE/TMA), has declined in recent years and is currently the lowest among rated non-bank commercial real estate lenders. The company's TCE/TMA ratio fell to 17.8% as of March 31, 2024 from 18.2% as of December 31, 2023 and 22.9% as of December 31, 2020. Although the decline in capitalization during the quarter is mainly attributable to the net loss, the longer-term decline has come from high loan growth, with TMA reaching $23.3 billion as of March 31, 2024 from $17.0 billion as of December 31, 2020, a 37% increase. Over the same period, TCE grew a more modest 7% to $4.2 billion from $3.9 billion. BXMT's Ba3 CFR reflects the company's long operating history through multiple industry cycles, geographic diversification, and affiliation with The Blackstone Group L.P. (Blackstone), which enhances its risk and asset management capabilities. The rating also reflects the risks from its concentration in commercial real estate lending, its weaker-than-peer capitalization, and a high reliance on confidence-sensitive secured market funding, which encumbers earning assets and limits financial flexibility in challenging operating environments. Positively, BXMT ended the first quarter with a sound liquidity position ($1.7 billion of liquidity including $414 million of cash) and the company does not have any corporate debt maturities until April 2026. BXMT's Ba3 long-term senior secured credit rating is reflective of the notes' priority ranking in BXMT's capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, an upgrade of BXMT's ratings is unlikely at this time; however, the outlook could return to stable if BXMT sustainably and meaningfully improves its asset quality metrics, and demonstrates consistent profitability. Over time, BXMT's ratings could be upgraded if the company: 1) strengthens its capital position; 2) reduces its problem loans and exposure to office properties without increasing portfolio risk; 3) reduces its ratio of secured debt to total assets below 70%; and 4) demonstrates predictable profitability and asset quality that compare favorably with peers. BXMT's ratings could be downgraded if the company: 1) experiences a continued sizable deterioration in asset quality, leading to outsized losses; 2) further weakens its capitalization; or 3) shrinks the amount of funding available under secured borrowing facilities, its primary liquidity source. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. BLITZ TRANSIT: Case Summary & 16 Unsecured Creditors ---------------------------------------------------- Debtor: Blitz Transit LLC 19370 Edgerton Road Edgerton, KS 66021-9724 Chapter 11 Petition Date: April 25, 2024 Court: United States Bankruptcy Court District of Kansas Case No.: 24-20503 Debtor's Counsel: Erlene W. Krigel, Esq. KRIGEL, NUGENT + MOORE, P.C. 4520 Main Street, Suite 700 Kansas City, MO 64111 Tel: 816-756-5800 Fax: 816-756-1999 Total Assets: $472,662 Total Liabilities: $1,060,143 The petition was signed by Scott T. Lawrence as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/I5F42OQ/Blitz_Transit_LLC__ksbke-24-20503__0001.0.pdf?mcid=tGE4TAMA BOWLING CENTER: Taps Luis R. Carrasquillo as Financial Consultant ----------------------------------------------------------------- Bowling Center, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ CPA Luis R. Carrasquillo & Co., PSC as its financial consultant. The firm will render these services: (a) provide advice in strategic planning and the preparation of the Debtor's plan of reorganization and business plan; (b) participate in negotiations with the Debtor's creditors; and (c) assist the Debtor's counsel in investigating its pre- and post-petition financial transactions and disbursements and undertake the corresponding actions. The hourly rates of the firm's professionals are as follows: Luis R. Carrasquillo $200 Marcelo Gutierrez $160 Ramon Villafane $160 Zoraida Delgado Diaz $110 Arnaldo Morales $100 Maria Vera $75 David Sanchez Diaz $85 Jean Aponte $65 Enid Olmeda $75 Luis R. Guzman $40 Rosalie Hernandez Burgos $40 Kelsie M. Lopez, Esq. $50 The Debtor has agreed to give the firm an advance retainer of $10,000. Luis Carrasquillo Ruiz, CPA, a partner at CPA Luis R. Carrasquillo & Co., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Luis R. Carrasquillo Ruiz, CPA CPA Luis R. Carrasquillo & Co., PSC 28th Street, TI-26, Turabo Gardens Avenue, Caguas PR 00725 Telephone: (787) 746-4555 Facsimile: (787) 746-4564 Email: luis@cpacarrasquillo.com About Bowling Center Bowling Center, Inc. in Carolina, PR, filed its voluntary petition for Chapter 11 protection (Bankr. D.P.R. Case No. 24-00215) on January 25, 2024, listing $3,592,343 in assets and $2,581,376 in liabilities. Roger Acosta Hernandez, president, signed the petition. The Debtor tapped Charles A. Cuprill, PSC Law Offices as legal counsel and CPA Luis R. Carrasquillo & Co., PSC as financial consultant. BOXER RAMEN: Seeks to Hire James G. Murphy Co. as Appraiser ----------------------------------------------------------- Boxer Ramen LLC and That Good Good LLC, doing business as SuperDeluxe, seek approval from the U.S. Bankruptcy Court for the District of Oregon to employ the James G. Murphy Co. as appraiser. The firm will provide an appraisal of the Debtors' restaurant equipment, furniture, and other assets at liquidation value and fair market value, provide a report, and testify regarding the same, if necessary. The firm will be paid $550 for the appraisal of the Debtors' assets and $350 per hour for any additional work or testimony. Colin Murphy, president of James G. Murphy Co. disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Colin Murphy James G. Murphy Co. 3803 136th St. NE Marysville, WA 98271 Telephone: (425) 486-1246 Facsimile: (425) 483-8247 Email: colin@murphyauction.com About Boxer Ramen LLC Boxer Ramen LLC and That Good Good LLC, doing business as SuperDeluxe, are a small chain of fast casual restaurants in the Portland metropolitan area. Boxer Ramen LLC and That Good Good LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Ore. Lead Case No. 24-30324) on Feb. 9, 2024, with up to $1 million in assets and up to $10 million in liabilities. Micah Camden, the Debtors' manager, signed the petition. Judge Teresa H. Pearson oversees the cases. Sussman Shank, LLP serves as the Debtors' bankruptcy counsel. BRANDYWINE OPERATING: Moody's Cuts CFR & Unsecured Ratings to Ba2 ----------------------------------------------------------------- Moody's Ratings has downgraded Brandywine Operating Partnership, L.P.'s ("Brandywine" or "the REIT") corporate family rating and backed senior unsecured ratings to Ba2 from Ba1 because the cost of recent debt refinancings has weakened its fixed charge coverage and the difficult operating environment for office landlords has constrained earnings growth. The outlook has been changed to stable from negative. Moody's revised the outlook to stable from negative based on a high degree of confidence that operating metrics and cashflows will be maintained at current levels given the REIT's modest lease expirations in 2024 and 2025. Another important consideration is that Brandywine's laddered debt maturity schedule - after the recent refinancing it only has $70 million of debt maturing through YE 2025 – alleviates concerns about its liquidity and refinancing costs. RATINGS RATIONALE Brandywine's Ba2 CFR reflects the challenging operating environment for office landlords, its dominant position in the Philadelphia market as evidenced by its occupancy that is significantly higher than the market average, a high net debt to EBITDA and weak fixed charge coverage. Brandywine's credit profile also reflects the significant geographic concentration in its portfolio, its diverse tenant base and laddered lease maturity schedule. The REIT's portfolio metrics have deteriorated since YE 2019; however the decline has moderated in the last few quarters and occupancy will remain in the 87-88% range in 2024 and recover slowly in 2025. Brandywine's Philadelphia Central Business District portfolio that accounts for 49% of its net operating income (NOI) was 94.8% occupied at the end of the first quarter of 2024 compared to the market average of 83.4%. Re-leasing spreads in the low single digits and stable trends in tenant incentive packages (such as maintenance capital investment and free rent) will translate to about 1-3% growth in same-store cash NOI in 2024, with the potential for further improvement 2025. Leases expiring in 2024 and 2025 account for only about 10% of Brandywine's annualized base rental revenue (ABR) compared to the broader market average of 15-20% through YE 2025. Its diverse tenant base includes companies across different industries and the largest twenty tenants, which account for 38% of the REIT's ABR, have weighted average remaining lease term of over six years. The high coupon for the debt refinanced in the last two years will weaken the REIT's fixed charge coverage to about 1.7-1.8x in 2024 from almost 2.2x in 2023 and 3.0x in 2022. Brandywine's net debt to EBITDA will also deteriorate to about 9.0x by the end of 2024 due to a modest increase in debt outstanding. Both metrics will recover modestly in 2025 because of income growth and the stabilization of its interest expense. The SGL-3 speculative grade liquidity rating reflects Moody's view that Brandywine has adequate liquidity to repay debt maturities and meet development capital needs over the next 12-18 months. At the end of Q1 2024, the REIT had 94% availability on its $600 million revolver that expires in June 2026, not including the two 6-month extension options, and $43 million of cash. The proceeds from the recent debt issuance, $400 million of unsecured notes at 8.875% coupon, will be used to repay the $340 million of senior notes that mature in 2024. Moody's expects the REIT to use the excess proceeds from the debt issue and draw the revolver to fund the remaining capital investment, less than $100 million, for its development projects. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Brandywine's ratings could be upgraded if portfolio occupancy approached 90% and same-store cash NOI growth was sustained at 2.5% of higher. An upgrade would also be predicated on the REIT maintaining net debt to EBITDA below 8.5x and fixed charge coverage above 2.0x. Solid liquidity including a largely undrawn revolver, reliable and well-priced capital access and a largely unencumbered asset base would be other important considerations. Brandywine's ratings could be downgraded if fixed charge coverage falls below 1.7x and net debt to EBITDA rises above 9.5x, both on a sustained basis. Deterioration in liquidity or weakness in operating performance could also cause a downgrade. Brandywine Operating Partnership, L.P. is the operating subsidiary of Brandywine Realty Trust (NYSE:BDN) which is a publicly traded office real estate investment trust (REIT) with a core focus in the Philadelphia, Austin and Washington, D.C. metro markets and revenue for the 12 months ended March 2024 was $512 million. As of March 31, 2024, the REIT owned 72 properties that contained an aggregate of approximately 13.0 million net rentable square feet. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in February 2024. BRENTWOOD SKIN: Seeks to Hire Lefkovitz & Lefkovitz as Counsel -------------------------------------------------------------- Brentwood Skin Clinic, PLLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor of its rights, duties, and powers; (b) prepare and file legal documents; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and (d) perform such other legal services as may be necessary in connection with this case. The hourly rates of the firm's counsel and staff are as follows: Steven L. Lefkovitz, Attorney $600 Jay R. Lefkovitz, Attorney $450 Michelle L. Spezia, Attorney $450 Paralegals $125 The firm received an initial retainer fee of $6,600 from the Debtor. Jay Lefkovitz, Esq., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jay R. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: jlefkovitz@lefkovitz.com About Brentwood Skin Clinic Brentwood Skin Clinic, PLLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01358) on April 19, 2024, listing up to $500,000 in both assets and liabilities. Judge Randal S. Mashburn oversees the case. Jay R. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC represents the Debtor as counsel. BREWBILT BREWING: Accepts Resignation of COO -------------------------------------------- BrewBilt Brewing Company reported in a Form 8-K filed with the Securities and Exchange Commission that on April 22, 2024, it accepted the resignation of Sam Berry as a director and the chief operating officer of the Company. About BrewBilt Brewing Headquartered in Grass Valley, CA, BrewBilt Brewing is a licensed commercial craft brewer in Northern California. The Company began building its first processing brewery in 2021 and started delivering its craft beers in July of 2022. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 5, 2024, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. BRIDLE PATH: Seeks Approval to Hire Kesler Rust as Special Counsel ------------------------------------------------------------------ Bridle Path Partners, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ the law firm of Kesler Rust as its special counsel. The Debtor requires a special counsel to prosecute its anticipated adversary proceeding against MGT Properties, LLC. The hourly rates of the firm's counsel and staff are as follows: Scott S. Bridge, Esq. $425 J. Adam Knorr $375 Austin Turley $300 Chase Peterson $300 In addition, the firm will seek reimbursement for expenses incurred. Scott Bridge, Esq., an attorney at Kesler Rust, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Scott R. Bridge, Esq. Kesler Rust 68 S. Main St., Ste. 200 Salt Lake City, UT 84101 Telephone: (801) 532-8000 Email: sbridge@keslerrust.com About Bridle Path Partners Bridle Path Partners, LLC, a company in Alpine, Utah, offers leather and hide tanning and finishing services. Bridle Path Partners filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 23-23960) on Sept. 8, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Patrick B. Burns of Lync Construction, LLC, managing member of Bridle Path Partners, signed the petition. Judge Kevin R. Anderson oversees the case. The Debtor tapped Andres Diaz, Esq., at Diaz & Larsen as bankruptcy counsel and Scott R. Bridge, Esq., at Kesler Rust as special counsel. BRITELAB INC: Seeks to Hire Duane Clayton Roemmich as Accountant ---------------------------------------------------------------- BriteLab, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Duane Clayton Roemmich, CPA, an accountant based in California. The accountant will provide monthly and/or quarterly accounting services, including reviewing monthly bank reconciliations with the various bank accounts, overseeing the monthly financial statements, and providing monthly consulting services as requested. Mr. Roemmich's hourly billing rate is $375-$450 for forensic accounting and $250 - $375 for non-forensic accounting. Mr. Roemmich will receive a deposit of $5,000 from the Debtor. The accountant disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Duane Clayton Roemmich, CPA P.O. Box 3428 Danville, CA 94526 Telephone: (510) 599-7783 Facsimile: (925) 248-5581 Email: dcrfe@aol.com About BriteLab Inc. BriteLab offers OEM material handling robots and systems for semiconductor fabrication as well as contract services for engineering and manufacturing assembly. Their 70,000 square foot warehouse supports the vast robotics, production automation, E-mobility and electro-mechanical hardware from concept creation to box ready for shipment. BriteLab, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-51520) on Dec. 29, 2023. The petition was signed by Ali Bushehri as chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Stephen L. Johnson presides over the case. The Debtor tapped Ron Bender, Esq. at Levene, Neale, Bender, Yoo & Golubchik L.L.P. as counsel and Duane Clayton Roemmich, CPA, as accountant. BYJU ALPHA: Camshaft Asks Court to Stay Chapter 11 Sanctions ------------------------------------------------------------ Yun Park of Law360 reports that Camshaft Capital, a hedge fund facing an adversary action from the Chapter 11 creditors of Byju's, has asked a Delaware federal court to stay a contempt order the bankruptcy court entered against the investment firm and its principal while it appeals the sanctions and a preliminary injunction. About BYJU's Alpha BYJU's Alpha, Inc. designs and develops education software solutions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10140) on Feb. 1, 2024. In the petition signed by Timothy R. Pohl, chief executive officer, the Debtor disclosed up to $1 billion in assets and up to $10 billion in liabilities. Judge John T. Dorsey oversees the case. Young Conaway Stargatt & Taylor, LLP and Quinn Emanuel Urquhart & Sullivan, LLP serve as the Debtor's legal counsel. GLAS Trust Company LLC, as DIP Agent and Prepetition Agent, is represented in the Debtor's case by Kirkland & Ellis LLP, Pachulski Stang Ziehl & Jones, and Reed Smith. CANO HEALTH: Files Amended Chapter 11 Plan, Disclosure Statement ---------------------------------------------------------------- Cano Health, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on April 22, 2024, the Company and certain of its direct and indirect subsidiaries filed an Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and its Affiliated Debtors and a related proposed Disclosure Statement with the Bankruptcy Court. The Amended Plan and the related Disclosure Statement describe, among other things, the Amended Plan; the Restructuring; the events leading up to the Chapter 11 Cases; certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Amended Plan from certain of the Debtors' creditors; and certain other aspects of the Restructuring. Although the Debtors intend to pursue the Restructuring in accordance with the terms set forth in the Amended Plan, there can be no assurance that the Amended Plan will be approved by the Bankruptcy Court or that the Debtors will be successful in consummating the Restructuring or any other similar transaction on the terms set forth in the Amended Plan, on different terms or at all. Bankruptcy law does not permit postpetition solicitation of acceptances of a proposed chapter 11 plan of reorganization until the Bankruptcy Court approves a disclosure statement relating to the Amended Plan. Accordingly, neither the Debtors' filing of the Amended Plan and Disclosure Statement, nor this Form 8-K, is a solicitation of votes to accept or reject the Amended Plan. Any such solicitation will be made pursuant to and in accordance with applicable law, including orders of the Bankruptcy Court. The Disclosure Statement is being submitted to the Bankruptcy Court for approval but has not been approved by the Bankruptcy Court to date. In connection with the Amended Plan and the Disclosure Statement, the Company entered into discussions, and confidentiality agreements, with the RSA Lenders. In connection with such discussions and pursuant to the Confidentiality Agreements, the Company provided the RSA Lenders with certain information regarding the Company. Copies of the Amended Plan and the Disclosure Statement are available at https://tinyurl.com/4nres5xb and https://tinyurl.com/4nres5xb, respectively, About Cano Health Inc. Cano Health, Inc., and its affiliates are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, PA and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones, LLP represent the ad hoc first lien group while ArentFox Schiff, LLP represents Wilmington Savings Fund Society, FSB, the DIP agent. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. Freshfields Bruckhaus Deringer US, LLP is counsel to the agent. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under the Side-Car Credit Agreement. It is represented by Proskauer Rose, LLP. Daniel McMurray was appointed as the patient care ombudsman in these Chapter 11 cases. He tapped Neubert Pepe & Monteith PC and Klehr Harrison Harvey Branzburg, LLP as his counsel. CAREISMATIC: Audax Marks $480,000 Loan at 41% Discount ------------------------------------------------------ Audax Credit BDC, Inc., has marked its $487,500 loan extended to Careismatic to market at $287,625 or 59% of the outstanding amount, as of Dec. 31, 2023, according to a disclosure contained in Audax's Form 10-K report for the fiscal year ended Dec. 31, 2023, filed with the Securities and Exchange Commission. Audax is a participant in a Senior Secured Initial Term Loan (First Lien) to Careismatic. The loan accrues interest at a rate of 8.58% (S+3.25%) per annum. The loan matures on Jan. 06, 2028. Audax is a Delaware corporation that was formed in January 2015. Audax is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, it has elected to be treated for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Audax's fiscal year ends Dec. 31. Audax is led by Michael P. McGonigle, Chairman of the Board of Directors, President, and Chief Executive Officer; and Richard T. Joseph, Chief Financial Officer and Treasure. Audax can be reached at: AUDAX CREDIT BDC, INC. 101 Huntington Avenue Boston, MA 02199 Tel: (617) 859-1500 Careismatic retails apparel and other products. The Company offers apparel, accessories, medical instruments, and other products, as well as scrubs and footwear designs for essential workers with brand collections through delivery services. CENERGY LLC: Unsecureds to Get $417,500 in Plan ----------------------------------------------- Judge Catherine J. Furay has entered an order that the Amended Disclosure Statement of Cenergy, LLC, et al., filed on April 5, 2024, is approved. The Court will hold a hearing on confirmation of the Debtors' First Amended Chapter 11 Plan beginning on June 7, 2024 at 10:00 a.m. in Courtroom 350, U.S. Courthouse, 120 N. Henry Street, Madison, Wisconsin. The Court has also reserved July 24, 2024 as an alternative confirmation hearing date, in the event confirmation of the plan cannot be obtained at the hearing on June 7, 2024. In the event the June 7 hearing is continued to July 24, the Court will convert the June 7 at 10:00 a.m. hearing to a telephone scheduling conference to set additional deadlines for confirmation prior to the July 24 hearing. Objections to confirmation of the First Amended Chapter 11 Plan must be filed and served as provided by Federal Rule of Bankruptcy Procedure 3020(b)(1) on or before May 24, 2024. Written acceptances or rejections of the Plan must be filed on or before May 14, 2024. The Debtors must file a report on balloting (which must report on acceptances and rejections of the plan) on or before May 17, 2024. Responses to any objections to confirmation must be filed on or before May 31, 2024. First Amended Joint Disclosure Statement Cenergy, LLC, et al., submitted a First Amended Joint Disclosure Statement. The Debtors operate gas station convenience stores in the Eau Claire area and surrounding communities in Western Wisconsin. At the commencement of the case, the Debtors operated a total of 31 stores, but immediately rejected leases for 13 under-performing stores and closed those 13 stores within the first few weeks after the Petition Date. Prior to the Petition Date, the Debtors' management determined that continued operations of the 13 under-performing stores would eventually drain the resources of all 31 stores which would lead to the eventual failure of the entire company. Thus, a primary objective of these Cases was to efficiently cease operations at the under-performing stores, and to reorganize the Debtors' going forward operations around the remaining profitable stores. With no line of credit, dwindling cash, and vendors refusing to extend further credit, the Debtors had no choice but to seek bankruptcy relief. In order to return to positive cash flows, the Debtors closed 13 underperforming stores shortly after the Petition Date. Those underperforming stores all had negative cash flow, so closure of those stores has resulted in overall better cash flows for the Debtors. The Plan provides payment in full on account of all Allowed Secured Claims and Allowed Priority Claims, and distributions to general unsecured creditors substantially more than what those creditors are projected to receive if the Debtors assets were liquidated in chapter 7 proceedings. There are no special conditions to the effectiveness of the Plan, other than execution of the U.S. Oil supply contract. The Plan will be effective following confirmation by the Court and confirmation that U.S. Oil supply contract is executed and in force and effect. Class 4 provides for payment of Allowed General Unsecured Claims from the following sources: (1) net proceeds (estimated to be $417,500) from the sales of the Cornell Store and Commercial Blvd Land real estate as described in connection with the treatment of the Waumandee State Bank claim in Class 3, and (2) Net Available Cash as calculated based upon the Cash Flow Projections. The Plan's implementation depends on (a) the sales of two parcels of real estate to generate an estimated $417,500 of net proceeds payable to general unsecured creditors, and (b) the Reorganized Debtor's operational income and net cash flows to pay secured and priority claims, and to fund additional distributions to general unsecured creditors to be paid on a quarterly basis for three years following the Effective Date. The Plan provides for the sale of two parcels of real estate: (1) the Cornell Store (pending offer of $975,000) and the Commercial Blvd Land (estimated market value of $200,000). The Cornell Store is anticipated to be sold via a sale-and-leaseback transaction which will facilitate the liquidation and distribution of the equity in that real estate, while allowing the Reorganized Debtor to retain the benefit of positive cash flow from continued operations at the Cornell Store. While both parcels are fully encumbered by mortgages in favor of Waumandee State Bank, the Plan proposes to pay Waumandee $600,000 from the sale of Cornell and $50,000 from the sale of Commercial Blvd., leaving an estimated $417,500 of net cash from those sales to be paid to unsecured creditors. The Debtors' management anticipates that those sales and distributions will be completed by August 31, 2024. For avoidance of doubt, while the Debtors anticipate that closing on both sales could take until August 31, 2024, the distributions to unsecured creditors as set forth in the Plan will be made immediately upon closing of each sale. Currently, the Debtors operate a total of 18 stores, of which 13 are Holiday-brand stores. Five of the 13 Holiday-brand stores are owned by Holiday affiliate Indianhead Oil (defined in the Plan as the "Holiday-brand Stores"). Shortly after the Effective Date, the Debtors will cease operating the five Holiday-brand Stores, leaving the Reorganized Debtor with 13 stores continuing in operation. Of those remaining 13 stores, eight stores are currently Holiday-brand franchise stores, and will be rebranded with the assistance of new fuel supplier U.S. Oil beginning shortly after the Effective Date, with the rebranding to be completed within 90 days or less following the Effective Date. The eight stores to be rebranded from Holiday to a new brand are referred to in the Plan as the "Transition Stores." The Debtors' management, primarily CEO Mike Buck and VP of Finance Jake Day, have prepared cash flow projections for three years following the Effective Date (the "Cash Flow Projections"). The Cash Flow Projections are based on the recent historical performance of the Debtors' stores, including seasonal fluctuations. The Cash Flow Projections incorporate data for the 13 stores that the Debtors will operate after the Effective Date (following transition of the five Holiday-owned Stores). Debtors' Counsel: Craig E. Stevenson, Esq. DEWITT LLP 25 West Main Street, Suite 800 Madison, WI 53703 Tel: (608) 252-9263 E-mail: ces@dewittllp.com A copy of the Order dated April 5, 2024, is available at https://tinyurl.ph/Iobcn from PacerMonitor.com. A copy of the Disclosure Statement dated April 5, 2024, is available at https://tinyurl.ph/IuRbg from PacerMonitor.com. About Cenergy LLC Cenergy, LLC, operates gas station convenience stores in the Eau Claire area and surrounding communities in Western Wisconsin. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 23-11558) on Sept. 1, 2023. In the petition signed by K. Michael Buck, authorized individual, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Craig E. Stevenson, Esq., at Dewitt LLP, is the Debtor's legal counsel. CHARGE ENTERPRISES: Shareholder Says Disclosures Deficient ---------------------------------------------------------- Timothy Klintworth (the "Shareholder") for himself and on behalf of all others similarly situated shareholders of Charge Enterprises, Inc., filed a joinder, objection and reservation of rights to the Disclosure Statement and Confirmation of the Prepackaged Plan of Reorganization of Charge Enterprises, Inc. The Shareholder joins in the relief requested by KORR for an adjournment of the date for confirmation, and the time to object to Confirmation of the Plan. KORR's reasoning and discovery efforts support the requested relief, including the need for an investigation into the prepetition activities of Arena, and whether the Debtor has fairly valued (or valued at all), and agreed to release claims against Arena for no value. Similarly, the current directors and officers have negotiated for themselves releases of prepetition fiduciary breaches other than claims that might be covered by existing directors and officers' insurance policies. There is no discussion whatsoever in the Disclosure Statement regarding the value of any potential claims or the cost of these releases. The Shareholder and others similarly situated are also entitled to adequate disclosures regarding the Debtor's finances. While the correspondence shared with the UST shed some light on the reasons for reporting differences, there are still many questions unanswered. The Shareholder points out that as currently drafted Article 5, Sections 5.1 provides for a purported settlement of claims and releases of claims between and among Arena and the Directors and Officers. The Disclosure Statement is largely silent as to the value being exchanged as part of this settlement. In addition, Article 9, Sections 9.4, 9.5 and 9.6 of the Plan provide for broad releases, exculpation and an injunction for any claims by the Debtor of any derivative claims that might be asserted against any of the Release Partiers. The Plan should not be approved with these releases. At a minimum, the claims against Arena, or the D&O's should be transferred to a trust for the benefit of equity holders. Furthermore, the Injunction language in Section 9.6 is exceedingly broad, and should not be approved. The Injunction enjoins the commencement or prosecution of actions by Entities who hold Cause of Actions that have been released or exculpated pursuant to Section 5., 9.4 or 9.5, or claims or interest that have been discharged pursuant to Section 9.1. Causes of Action is broadly defined in Section 2.1(18) to include all claims of such Entities whether asserted or unasserted, and whether direct, indirect or derivative. The breadth of the definition may give rise to an argument that the D&O's and Arena are released from direct claims by shareholders. Any attempt to include a non-consensus release of third-party claims should be specifically rejected. Shareholder asserts that the Debtor's Notice of Non-Voting Status With Respect to Impaired Classes Deemed to Reject the Plan of Reorganization states ambiguously that "..if the Plan of Reorganization is confirmed by the Court, the release, injunction, and exculpation provisions set forth in Article IX of the Combined Disclosure Statement and Plan may be binding on you." Counsel for Timothy Klintworth: P. Bradford Brad deLeeuw, Esq. DELEEUW LAW LLC 1301 Walnut Green Road Wilmington, DE 19807 Phone: (302) 274-2180 E-mail: brad@deleeuwlaw.com Of Counsel: Lawrence P. Eagel, Esq. BRAGAR EAGEL & SQUIRE, P.C. 810 Seventh Avenue, Suite 620 New York, NY 10019 Tel: (212) 308-5858 Fax: (212) 486-0462 E-mail: eagel@bespc.com -and- Justin A. Kuehn, Esq. KUEHN LAW, PLLC 53 Hill Street, Suite 605 Southampton, NY 11968 Tel: (833) 672-0814 E-mail: justin@kuehn.law A copy of the Objection Case dated April 12, 2024, is available at https://tinyurl.ph/HoxLk from PacerMonitor.com. About Charge Enterprises Charge Enterprises, Inc. is an electrical, broadband, and electric vehicle charging infrastructure Debtor that provides clients with end-to-end project management services, from advising, designing, engineering, acquiring, and installing equipment, to monitoring, servicing, and maintenance. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10349) on March 7, 2024, with $114,368,349 in assets and $48,718,180 in liabilities. Craig Harper-Denson, authorized officer, signed the petition. Judge Thomas M. Horan oversees the case. The Debtor tapped Ian J. Bambrick, Esq., at FAEGRE DRINKER BIDDLE & REATH LLP as bankruptcy counsel; BERKELEY RESEARCH GROUP, LLC as financial restructuring adviser; and SQUIRE PATTON BOGGS (US) LLP as special litigation counsel. COLLABORATE! LLC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee for Region 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Collaborate! LLC. About Collaborate! LLC Collaborate! LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 24-52296) on March 4, 2024, disclosing under $1 million in both assets and liabilities. Judge Sage M. Sigler oversees the case. The Debtor is represented by The Cowart Law Firm P.C. COLUMBIAN FINANCIAL: A.M. Best Cuts FS Rating to C+(Marginal) ------------------------------------------------------------- AM Best has downgraded the Financial Strength Rating to C+ (Marginal) from C++ (Marginal) and the Long-Term Issuer Credit Ratings to "b-" (Marginal) from "b" (Marginal) of Columbian Mutual Life Insurance Company (Columbian) (Binghamton, NY) and Columbian Life Insurance Company (CLIC) (Chicago, IL), collectively referred to as Columbian Financial Group (CFG). Concurrently, AM Best has maintained the under review with negative implications status for these Credit Ratings (ratings). The ratings reflect CFG's balance sheet strength, which AM Best continues to assess as very weak, as well as its marginal operating performance, neutral business profile and appropriate enterprise risk management. While operating losses narrowed slightly in 2023 compared with 2022, partly due to lower mortality claims experience, the losses continued to pressure CFG's risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR). A narrower net loss was largely driven by a permitted practice by New York State Department of Financial Services (NYS DFS) that allowed the mutual parent company, Columbian, to accelerate interest maintenance reserve amortization of $6 million. This helped offset a $3 million impairment of an investment in a fixed income security issued by a regional bank in the first quarter of 2023. The ratings were put under review shortly after the CFG announcement on June 29, 2021, that its board of directors had approved a strategic transaction with Constellation Insurance Holdings, Inc. (Constellation), which included the sponsored demutualization of Columbian to a stock company. It is expected that Constellation would provide CFG needed capital support from its substantially larger organization while CFG maintains its brand and focus on the senior life insurance market and the associated consumer needs for preneed and final expense life insurance products. Despite an expected positive impact on capital from the planned transaction with Constellation, the anticipated closing date has been pushed back several times. Since the NYS DFS initiated an unclaimed property review in December 2021, CFG management has indicated that the group has booked incremental reserves for anticipated payouts to beneficiaries of insured lives who are deceased, according to the Social Security Death Master File; however, the final outcome remains uncertain. The CFG Board remains focused on completing this review and also approved extending the merger agreement with Constellation, this time through June 30, 2024; which would imply the transaction could close by the end of the second or third quarters of 2024. The under review status reflects AM Best's expectation that the company's BCAR assessment and hence the security of the policyowners' existing coverages should improve upon the closing of the transaction. The negative implications status captures AM Best's concerns around the potential for continued losses and the level of capital going forward, especially if the unclaimed property review and transaction do not reach a conclusion. AM Best will continue to monitor the transaction and financial strength of the company. COMMSCOPE HOLDING: Jennifer Crawford Holds 68,083 Shares -------------------------------------------------------- Jennifer L. Crawford, Senior Vice President and Chief Accounting Officer of CommScope Holding Company, Inc., filed a Form 3 Report with the Securities and Exchange Commission, disclosing direct beneficial ownership of 68,083 shares of the Company's common stock as of April 18, 2024. The shares owned include (a) 1,900 restricted stock units that were granted on June 1, 2021 and will vest on June 1, 2024; (b) 4,867 restricted stock units that were granted on March 1, 2022 and will vest ratably on June 1, 2024 and June 1, 2025; (c) 4,167 restricted stock units that were granted on June 1, 2022 and will vest ratably on June 1, 2024 and June 1, 2025; and (d) 22,916 restricted stock units that were granted on June 1, 2023 and will vest ratably on June 1, 2024, June 1, 2025 and June 1, 2026, each subject to the Jennifer Crawford's continued employment with CommScope Holding. 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. CRUZIN AUTO: Seeks to Hire DeMarco Mitchell as Bankruptcy Counsel ----------------------------------------------------------------- Cruzin Auto, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ DeMarco Mitchell, PLLC as counsel. The firm will provide these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The hourly rates of the firm's counsel and staff are as follows: Robert T. DeMarco, Esq. $300 Michael S. Mitchell, Esq. $300 Barbara Drake, Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $6,738 from the Debtor. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 578-1400 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Cruzin Auto Cruzin Auto, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40884) on Apr. 17, 2024. In the petition signed by Jonathan Cruz, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the case. DeMarco Mitchell, PLLC serves as the Debtor's counsel. CTLC LLC: Unsecureds to Get Surplus Proceeds From Sale of Property ------------------------------------------------------------------ CTLC, LLC, submitted a Disclosure Statement for a Chapter 11 Plan. The Debtor is a Maryland limited liability company which owns real estate known as 15125 Devlin Drive, Glenelg, MD 21737 in Howard County (the "Real Property"). The Debtor is in the process of making the necessary repairs to maximize the sale of Property, with the proceeds of the sale expected to provide for full satisfaction of the Debtor's creditors and a substantial return to the Debtor's equity holder. Class 6 is comprised of all general unsecured Claims. Class 6 claims will be paid pro rata from (i) any surplus net sale proceeds from the sale of the Debtor's Real Property after the payment of all closing costs, real estate taxes and all amounts required to satisfy the Allowed Secured Claims, and (ii) any remaining cash of the Debtor, within 60 days of the sale of the Debtor's Real Property. Class 6 is impaired under the Plan. The funds necessary to implement the Plan will be funded by the Debtor's cash reserves, contributions from the Plan Proponents, and, ultimately, the sale or refinance of the Debtor's Real Property. Counsel for the Debtor: Richard L. Costella, Esq. Joseph M. Selba, Esq. TYDINGS & ROSENBERG LLP 1 East Pratt Street, Suite 901 Baltimore, MD 21202 Tel: (410) 752-9700 Fax: (410) 727-5460 E-mail: rcostella@tydings.com jselba@tydings.com A copy of the Disclosure Statement dated April 12, 2024, is available at https://tinyurl.ph/SofTN from PacerMonitor.com. About CTLC LLC CTLC, LLC, is part of the residential building construction industry. CTLC, LLC, filed is voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-15444) on Aug. 2, 2023. The petition was signed by Sandra Grier as member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Richard L. Costella, Esq., at Tydings & Rosenberg LLP, is the Debtor's counsel. CUMULUS MEDIA: Nears New Lenders' Deal to Extend Debt Maturities ---------------------------------------------------------------- Reshmi Basu and Jill R. Shah of Bloomberg News report that Cumulus Media Inc. is nearing a deal with some of its creditors to extend the maturities of more than $650 million of debt, marking a win for lenders who negotiated better terms than originally proposed. The new deal calls for a three-year extension of the maturities, and in return will receive a significantly higher margin bump on the struggling radio broadcaster's first-lien bonds and term loan, both due in 2026, according to people familiar with the matter who asked not to be identified discussing private negotiations. About Cumulus Media Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across-the-nation platform generates content distributable through both broadcast and digital platforms. Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its affiliates, including NY Radio Assets, LLC, and Westwood One, Inc., sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017. In the petition signed by Richard Denning, senior vice president and general counsel, the Debtors estimated assets of $1 billion to $10 billion and estimated liabilities of $1 billion to $10 billion. The case is assigned to Hon. Shelley C. Chapman. The Debtors are represented by Paul M. Basta, Esq., Lewis R. Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York. PJT Partners LP serves as the Debtors' investment banker. Alvarez & Marsal North America, LLC, serves as the Debtors' restructuring advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors' claims, notice and balloting agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Dec. 11, 2017. The Committee tapped Akin Gump Strauss Hauer & Feld LLP as its legal counsel, and Moelis & Company LLC as its financial advisor. D & D DRYWALL: Taps Law Offices of Brian A. Barboza as Counsel -------------------------------------------------------------- D & D Drywall, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire the Law Offices of Brian A. Barboza to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor regarding matters of bankruptcy law; (b) representing the Debtor in proceedings or hearings in the bankruptcy court; (c) assisting the Debtor in the preparation of legal papers and litigation of adversary proceedings; (d) advising the Debtor concerning the requirements of the Bankruptcy Code and Rules relating to the administration of the case and the operation of its business; (e) assisting the Debtor in the negotiation, preparation, confirmation, and implementation of a plan of reorganization; and (f) performing all other legal services. Brian Barboza, Esq., the firm's attorney who will be providing the services, will bill $400 per hour. The attorney was paid a retainer in the amount of $16,000. Mr. Barboza disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian A. Barboza, Esq. Law Offices of Brian A. Barboza 131A Stony Circle, Suite 500 Santa Rosa, CA 95401 Tel: (707) 527-8553 Email: bbarboza@barbozaesq.com About D & D Drywall D & D Drywall, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-10159) on March 27, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Charles Novack presides over the case. Brian A. Barboza, Esq., at the Law Offices of Brian A. Barboza represents the Debtor as bankruptcy counsel. DELCATH SYSTEMS: Extends Term of Supply Agreement Until 2028 ------------------------------------------------------------ Delcath Systems, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 22, 2024, it entered into a Fifth Amendment, effective May 1, 2024, to the License, Supply and Contract Manufacturing Agreement with Synerx Pharma, LLC and Mylan Teoranta, dated Oct. 13, 2010 (as subsequently amended) for Delcath's supply of melphalan hydrochloride. The Amendment (i) extends the term of the Agreement to Dec. 31, 2028; (ii) requires Delcath to place purchase orders for the Product at least 210 days before the delivery date; (iii) modifies the price per vial for the Product; and (iv) provides for certain annual price increases for the Product equivalent to the percent increase of the published producer price index for pharmaceutical preparation and manufacturing measured per calendar year. About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The company's proprietary products, HEPZATO KIT (Hepzato (melphalan) for Injection/Hepatic Delivery System) and CHEMOSAT Hepatic Delivery System for Melphalan percutaneous hepatic perfusion (PHP) are designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects during a PHP procedure. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DEPETRIS FAMILY: Seeks to Hire Stark & Stark as Special Counsel --------------------------------------------------------------- Depetris Family, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Stark & Stark as its special counsel. The firm will assist the Debtor during the Chapter 11 proceedings with regard to New Jersey real estate matters and legal work related to the recovery of a funded letter of credit being held by the State of New Jersey. The firm requires a $7,000 retainer. Stark & Stark is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Thomas S. Onder, Esq. Stark & Stark, P.C. 100 American Metro Boulevard Hamilton, NJ 08619 Telephone: (609) 219-7458 Facsimile: (609) 895-7395 Email: tonder@stark-stark.com About Depetris Family, LLC DePetris Family LLC owns and operates a shopping center located at 200 Tuckerton Road, Medford, NJ 08053. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-12542) on August 25, 2023. In the petition signed by James DePetris, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Magdeline D. Coleman oversees the case. Allen B. Dubroff, Esq., at Allen B. Dubroff Esq. & Associates, LLC, represents the Debtor as legal counsel. DIAMOND SPORTS: Reorganization Plan Set for Creditor Vote --------------------------------------------------------- Steven Church of Bloomberg News reports that Diamond Sports Group will hold a creditor vote on a bankruptcy-exit plan backed by Amazon.com Inc. while the broadcaster tries to negotiate new television deals with two major US sports leagues. U.S. Bankruptcy Judge Christopher Lopez, at a Wednesday, April 17, 2024, court hearing, gave Diamond permission to solicit votes for the plan. It's proposed that senior creditors would forgive billions of dollars of debt in exchange for ownership stakes in the company. "We are focused on reaching long-term agreements with our partners to enable us to continue serving fans across the US," Diamond said in an emailed statement to Bloomberg News. About Diamond Sports Group Diamond Sports Group, LLC, and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition signed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP, as consultant. Kroll Restructuring Administration, LLC, is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. DIOCESE OF ROCHESTER: Competing Plans Okayed for Creditor Vote -------------------------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge sent a pair of competing Chapter 11 plans for the Roman Catholic Diocese of Rochester out Tuesday, April 16, 2024, morning for creditor votes, after rejecting previous explanations of the proposals for being unclear about payouts to childhood sexual abuse survivors. About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as the committee's legal counsel and financial advisor, respectively. DIOCESE OF SYRACUSE: Proposes $100M Plan for Abuse Victims ---------------------------------------------------------- Roman Catholic Diocese of Syracuse, New York, submitted A Disclosure Statement in support of Second Amended Joint Chapter 11 Plan of Reorganization. The Plan (i) 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, (ii) modifies the rights of holders of certain Allowed Secured Claims in accordance with section 1123(b)(5) of the Bankruptcy Code, (iii) leaves unimpaired any Pass-Through Claims, (iv) provides deferred payments equal to the full Allowed amount of any General Unsecured Claims, and (v) 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 more than 3 years of negotiation between the Diocese and the Committee and has been approved by the Committee in consultation with attorneys representing Committee members who collectively represent approximately 45% 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 monetary contribution by the Diocese and other Participating Parties in the aggregate amount of up to $100,000,000, which may include up to $15 million to be evidenced by the DOS Trust Note (the "Catholic Family Contribution"). The Diocese anticipates that it will fund approximately half of the Catholic Family Contribution, with the remaining portion to be funded by the other Participating Parties. The Plan also provides for the assignment of certain Insurance Claims to the Trust. To the extent the Diocese and the Committee can reach agreement on an Insurance Settlement Agreement or other terms of settlement with respect to Insurance Claims against Non-Settling Insurers prior to confirmation of the Plan, the Plan provides that such Non-Settling Insurers may become Settling Insurers and for settlement proceeds resulting therefrom to be used to further supplement the Abuse Claims Settlement Fund. To the extent no settlement is achieved, the Plan provides for the assignment of all Insurance Claims held by the Diocese or other Participating Parties to the Trust, and establishes a framework for post-confirmation litigation of Insurance Claims and other Litigation Claims seeking recovery from Non-Settling Insurers. The Committee, in consultation with State Court Counsel representing approximately 45% of all Abuse Claimants who have asserted Abuse Claims against the Diocese, has acknowledged and accepted the risk inherent in pursuing post-confirmation recovery from Non-Settling Insurers in the absence of a settlement. The Committee believes that assignment of the Insurance Claims represents an opportunity to maximize the potential recovery for Abuse Claimants. Survivors of Abuse are the focal point of the Plan. The tragedy of the Abuse that was inflicted in the past by certain priests or others purporting to do the missionary work of the Roman Catholic Church is impossible to overstate. Instead of fulfilling this mission, such perpetrators inflicted harm and suffering. The Abuse is inexcusable. It not only deeply impacted the survivors, but it also affected the faithful and the community that the Diocese serves. The Plan establishes a Trust funded by: (i) the Catholic Family Contribution; and (ii) the assignment to the Trust of certain Insurance Claims against Non-Settling Insurers (the foregoing are, collectively, the "Trust Assets"). The Trustee will liquidate the Trust Assets and distribute the proceeds to the Abuse Claimants, pursuant to the procedures contained in the Allocation Protocol. Distributions to Abuse Claimants may be subject to fee agreements between an Abuse Claimant and their legal counsel. Abuse Claimants' legal counsel are obligated to comply with Rule 1.5 of the New York Rules of Professional Conduct and 22 CRR-NY 1015.15 in connection with any fees charged to Abuse Claimants. The contribution by each of the foregoing was reached as the result of extensive negotiations regarding, among other things, the extent of liability faced by each entity, the ability of each entity to pay, and insurance coverage available for the types of Claims being satisfied by the trust. In exchange for the contributions to the Trust, (a) the Diocese and Reorganized Diocese, (b) the Parishes, (c) the Schools, (d) Other Catholic Organizations, (e) the Settling Insurers, and (f) each of the foregoing Persons' respective Related Persons (collectively, the "Protected Parties"), will receive certain releases, exculpation, and injunctions, all as more specifically set forth in this Disclosure Statement and the Plan. Similarly, in exchange for their contributions to the Trust, Settling Insurers, will likewise be entitled to the benefit of certain releases, exculpation, and injunctions, which are summarized below, and set forth more specifically later in this Disclosure Statement and the Plan. Exculpation The Plan provides certain exculpation provisions which are typical and customary in chapter 11 plans. The provisions provide that the Diocese, the Reorganized Diocese, the Diocese's Professionals, the Committee, the Committee's Professionals, the Mediators, the Participating Parties, the Settling Insurers, and Related Persons of the foregoing Persons and entities will be released from certain of their acts and omissions that occurred from the Petition Date though Effective Date, or in preparation of the Chapter 11 Case. None of these parties will be exculpated from claims arising from the gross negligence, willful misconduct, fraud, or breach of the fiduciary duty of loyalty. Releases The Plan Provides that the Participating Parties will be granted releases and a channeling injunction regarding certain claims, including all Abuse Claims. If the Plan is confirmed, Abuse Claimants will not be able to recover directly from or pursue further litigation against the Participating Parties (except that some Litigation Claimants may be authorized to pursue Litigation Claims for limited purposes in accordance with the terms of the Plan), and Abuse Claimants' recoveries on account of their Abuse Claims will limited by the terms of the Plan. Injunctions The Plan provides for certain injunctions, including a channeling injunction which will channel certain Claims, including all Abuse Claims against the Diocese or any of the Participating Parties, into the Trust. This means that any holder of a Claim that is channeled will no longer be permitted to pursue their Claim except as set forth in the Plan. The Plan further provides that the holders of Allowed Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Professional Fee Claims, Secured Claims, Pass-Through Claims, and General Unsecured Claims will be paid in full as set forth herein, that all Abuse Claims will be channeled to the Trust, that the Diocese will be able to restructure its financial affairs, and that the Reorganized Diocese will be able to continue the mission and ministry of the Church. The Reorganized Diocese will also continue its mission to serve the Central New York community, including through its work with the elderly, poor, incarcerated and vulnerable populations, and to address the spiritual needs of those who were harmed and the Catholic community as a whole. Under the Plan, Class 4 Claims include all General Unsecured Claims. The Diocese estimates that the Class 4 Claims total approximately $50,000. The Reorganized Diocese will 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. The foregoing payments will be in full satisfaction, settlement, and release of, and in exchange for, such Allowed General Unsecured Claim. Notwithstanding anything to the contrary set forth above, no payments will be made to any Protected Party on account of any General Unsecured Claim and all Protected Parties will be deemed to have withdrawn any General Unsecured Claim with prejudice as of the Effective Date in consideration of the Channeling Injunction and release provisions provided in Article 12 of the Plan. Class 4 General Unsecured Claims are impaired. 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 the Plan and the Allocation Protocol, and the Trust Agreement. The Diocese and/or the Reorganized Diocese may, in their respective discretion, obtain Exit Financing to assist in funding the DOS Entities' Cash Contribution and/or making payments in satisfaction of the DOS Trust Note (if any), which financing may be secured by a security interest or Lien on any assets of the Diocese and any Residual Assets held by the Reorganized Diocese, to the extent the granting of such security interest or Lien is not inconsistent with applicable non-bankruptcy law. Any security interest or Lien in collateral granted to an Exit Financing Lender in connection with Exit Financing provided to the Diocese will, on and after\ the Effective Date, be enforceable against any interest the Reorganized Diocese may have in\ such collateral, to the same extent it may have been enforceable against the Diocese prior to the Effective Date. On or before the Effective Date, the Diocese and the Participating Parties will cause the DOS Entities' Cash Contribution to be paid to the Trust to establish the Trust Reserve, with any balance to be included in the Abuse Claims Settlement Fund. The Abuse Claims Settlement Fund may be supplemented from time to time from: (a) any payment by a Settling Insurer pursuant to an Insurance Settlement Agreement; (b) any Insurance Claim Proceeds; (c) proceeds of Litigation Awards; (d) proceeds of Outbound Contribution Claims; and (e) any other proceeds which the Trust may obtain pursuant to the terms of the Plan. In the event the DOS Entities' Cash Contribution is less than $100,000,000, on or before the Effective Date, the Reorganized Diocese will execute and deliver the DOS Trust Note Documents to the Trust. For the avoidance of doubt, if the DOS Entities' Cash Contribution is $100,000,000, none of the DOS Trust Note Documents will be executed or delivered to the Trust. The Settling Insurers will pay to the Trust the Insurance Settlement Amounts set forth in their respective Insurance Settlement Agreements on or before the Effective Date. Counsel to the Roman Catholic Diocese of Syracuse, New York: Stephen A. Donato, Esq. Charles J. Sullivan, Esq. Grayson T. Walter, Esq. Sara C. Temes, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (315) 218-8000 Fax: (315) 218-8100 E-mail: donatos@bsk.com sullivc@bsk.com walterg@bsk.com stemes@bsk.com Counsel to the Official Committee of Unsecured Creditors: Robert T. Kugler, Esq. Edwin H. Caldie, Esq. STINSON LLP 50 South Sixth Street Minneapolis, MN 55402 Tel: (612)335-1500 Fax: (612) 335-1657 E-mail: robert.kugler@stinson.com ed.caldie@stinson.com A copy of the Disclosure Statement dated April 5, 2024, is available at https://tinyurl.ph/SCKkV from PacerMonitor.com. About The Roman Catholic Diocese of Syracuse The Roman Catholic Diocese of Syracuse, New York -- http://www.syracusediocese.org/-- through its administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese in support of their shared charitable, humanitarian and religious missions; (b) conducts school operations by managing tuition and scholarship payments, employee payroll, and other school-related operating expenses for separately incorporated Diocesan schools, as well as providing parish schools with financial, operational and educational support; and (c) provides comprehensive risk management services to the OCEs through the Diocese's insurance program. The Roman Catholic Diocese of Syracuse, New York filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen A. Breen, chief financial officer, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Margaret M. Cangilos-Ruiz oversees the case. Bond, Schoeneck and King, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor also tapped Mullen Coughlin LLC as special counsel, Arete Advisors LLC as cybersecurity consultant, and Moxfive LLC as technical advisor. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtor's bankruptcy case. The committee tapped Stinson, LLP, Saunders Kahler, LLP and Berkeley Research Group, LLC as its bankruptcy counsel, local counsel and financial advisor, respectively. DUETO OF SECOND: Case Summary & 10 Unsecured Creditors ------------------------------------------------------ Debtor: Dueto of Second Avenue, Inc. 1303 2nd Ave New York NY 10065 Business Description: The Debtor owns and operates a hair salon. Chapter 11 Petition Date: April 25, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10708 Debtor's Counsel: Adrienne Woods, Esq. WZMP WEINBERG ZAREH MALKIN PRICE LLP 45 Rockefeller Plaza, 20th Floor New York NY 10111 Tel: 212-899-5470 E-mail: awoods@wzmplaw.com Total Assets: $51,666 Total Liabilities: $1,234,840 The petition was signed by Julio Sosa as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/I5DEWSA/Dueto_of_Second_Avenue_Inc__nysbke-24-10708__0001.0.pdf?mcid=tGE4TAMA EAST TEXAS: Seeks to Hire Allen Gardner Law as Special Counsel -------------------------------------------------------------- East Texas Machining & Manufacturing, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Allen Gardner Law, PLLC as its special counsel. The firm will assist in the prosecution and trial of claims objections in this case as well as other motions and discovery which may arise in connection with this case. The firm will be paid at these hourly rates: Allen F. Gardner $400 Levi T. Crozier, Associate $300 Legal Assistant $150 The firm received a retainer in the amount of $10,000. Allen F. Gardner, Esq., a partner at Allen Gardner Law, PLLC, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Allen F. Gardner, Esq. Allen Gardner Law, PLLC 609 S. Fannin Ave., #B Tyler, TX 75701 Telephone: (903) 944-7537 Facsimile: (903) 944-7856 Email: allen@allengardnerlaw.com About East Texas Machining & Manufacturing East Texas Machining & Manufacturing is a manufacturer of concealed carry rifles, compact weapons, sub compact weapons, complete uppers, barrel systems, and weapon system kits. East Texas Machining & Manufacturing, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-60629) on Dec. 14, 2023. The petition was signed by Corby Hall as managing member. At the time of filing, the Debtor estimated $2,955,141 in assets and $2,985,878 in liabilities. Michael E Gazette, Esq. at the Law Offices of Michael E. Gazette represents the Debtor as counsel. ECP OWNER 1: Taps Raddatz & Associates as Landlord-Tenant Counsel ----------------------------------------------------------------- ECP Owner 1 LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Columbia to employ the law firm Raddatz & Associates, LLC as special landlord-tenant counsel. The employment of R&A is necessary because of the large number of tenant defaults and delinquencies which have accrued since the beginning of the COVID-19 pandemic and the imposition of the D.C. Eviction Moratorium. Many of the tenant default cases filed in the D.C. Superior Court involving the Debtors are just now coming up for hearing in the spring of 2024. Raddatz & Associates' compensation shall be based upon an initial flat fee, ranging from $100 to $250 based on case type, plus any court costs and expenses, for case preparation, filing, and representation on the first day in court. If a case is not resolved on the first day, services are charged thereafter at the hourly rate of $250/hour for attorney time. Raddatz & Associates is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mark A. Raddatz, Esq. Raddatz & Associates, LLC 7921 Jones Branch Dr McLean, VA 22102 Email: Mark@dclandlord law.com About ECP Owner 1 LLC ECP Owner 1 LLC is primarily engaged in renting and leasing real estate properties. ECP Owner 1 and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00326) on November 1, 2023. In the petition signed by Robert B. Margolis, manager, ECP Owner 1 disclosed up to $10 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the cases. The Debtors tapped Kristen E. Burgers, Esq., at Hirschler Fleischer, PC as bankruptcy counsel and Arnall Golden Gregory, LLP as special real estate counsel. EIGER BIOPHARMACEUTICALS: Hires Alvarez & Marsal to Provide CRO --------------------------------------------------------------- Eiger BioPharmaceuticals, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Alvarez & Marsal North America LLC to provide a chief restructuring officer and certain additional personnel. The firm will render these services: (a) perform a financial review of the Debtors; (b) oversee the Debtors' global cash and disbursement management with review of each potential disbursement; (c) transfer any cash or sums in the Debtors' accounts; (d) communicate on behalf of the Debtors all material information about their assets, liabilities, and operational and financial performance to their secured lenders; (e) assist the Debtors with cash management; (f) assist the Debtors with review and revision of their business plan, and such other related forecasts as may be required in negotiations or for other corporate purposes; (g) coordinate with other Debtor engaged professionals in developing for the review of the board of directors of the Debtors and/or the transaction committee of the board possible restructuring plans or strategic alternatives for maximizing the enterprise value of their various business lines; (h) serve as the principal contact with the Debtors' creditors with respect to their financial and operational matters; and (i) perform such other services as requested or directed by the board, transaction committee, or other Debtor personnel as authorized by the board or transaction committee, and agreed to by the firm that is not duplicative of work others are performing for the Debtors. The hourly rates of the firm's professionals are as follows: Chief Restructuring Officer $1,125 Managing Directors $1,075 - $1,525 Directors $825 - $1,075 Associates $625 - $825 Analysts $425 - $625 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm will also be entitled to incentive compensation in the amount of $350,000. Douglas Staut, a managing director at Alvarez & Marsal North America, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas Staut Alvarez & Marsal North America, LLC 700 Louisiana Street, Suite 3300 Houston, TX 77002 Telephone: (713) 571 2400 Facsimile: (713) 547 3697 About Eiger BioPharmaceuticals Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a commercial-stage biopharmaceutical company focused on the development of innovative therapies for rare metabolic diseases. The Company's shares traded on Nasdaq under the symbol "EIGR". Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-80040) on April 1,2024. In its petition, Eiger listed $38.8 million in assets and $53.1 million in liabilities as of the bankruptcy filing. Eiger is represented by Sidley Austin LLP as its legal counsel, Alvarez & Marsal as its financial advisor and SSG Capital Advisors, LLC as its restructuring investment banker. Kurtzman Carson Consultants LLC is the claims agent. EL 7 MARES: Hires Law Office of David T. Cain as Counsel -------------------------------------------------------- El 7 Mares, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Office of David T. Cain, as its legal counsel. The firm's services include: (a) advising the Debtor as to its rights, duties and powers; (b) preparing and filing any statements, schedules, plans and other documents; (c) representing the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in its Chapter 11 case; and (d) providing other necessary legal services. The firm will be paid an hourly fee of $300. David Cain, Esq., disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David T. Cain, Esq. LAW OFFICE OF DAVID T. CAIN 8626 Tesoro Dr., Ste. 811 San Antonio, TX 78217 Tel: (210) 308-0388 Fax: (210) 503-5033 Email: caindt@swbell.net About El 7 Mares, Inc. El 7 Mares, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50579) on April 2, 2024, listing $100,001 to $500,000 in both assets and liabilities. David T. Cain, Esq. at the the Law Office of David T. Cain represents the Debtor as counsel. ELECTRONICS FOR IMAGING: Moody's Cuts CFR & 1st Lien Debt to Caa1 ----------------------------------------------------------------- Moody's Ratings downgraded Electronics for Imaging, Inc.'s (EFI) Corporate Family Rating to Caa1 from B3, the Probability of Default Rating to Caa1-PD from B3-PD and the ratings on the backed senior secured first lien bank credit facilities to Caa1 from B3. Moody's also assigned a Caa1 rating to the amended first lien revolving credit facility. The outlook is changed to negative from stable. The downgrade reflects the weak liquidity position including near term maturity of its revolver and challenges generating positive free cash flow. The recently amended revolver matures in April 2025 with step downs in December 2024. Additionally, the disadvantageous structure of the Fiery assets is a driver of the rating action and key governance risk. The sale of Fiery potentially allows a significant level of proceeds to be distributed to the equity owners which could leave the remaining company with an unsustainable capital structure unless core Inkjet business improves significantly. RATINGS RATIONALE Electronics for Imaging, Inc.'s Caa1 CFR reflects the company's high financial leverage, the challenges of operating in the volatile print solutions industry, and the difficulties returning revenue, EBITDA and cash flow to pre-COVID levels. The company's private equity ownership and aggressive financial policies constrains the credit profile. EFI benefits from its geographically diversified revenue base, and potential of the high margin Ink and Parts & Services product segments. Debt to EBITDA based on 2023 results is just under 9x but has the potential to trend towards 7x over the next 12-18 months if recent improvement trends are sustained. The separation of Fiery assets in 2021 into a separate company reflects the aggressive financial policies of EFI's private equity owners. Following EFI's reorganization and separation of the Fiery business, the lenders have a guarantee and pledge of Fiery assets but only receive partial proceeds of a Fiery sale capped at the amount of Fiery preferred and 5% of Fiery common. The company utilized proceeds from the sale of its eProductivity segment to repay debt in 2022 however the company is not required to use proceeds of a Fiery sale beyond the amount of the preferred and 5% of the common. Liquidity is weak based on the near term revolver step down and maturity, limited cash flow and modest cash position. The consolidated company had $28 million of cash as of December 31, 2023 though bolstered by proceeds from a new unrated $20 million term loan that closed in March 2024. Although free cash flow was negative in the last two years, the company has potential for modestly positive free cash flow over the next 12 -18 months. While the company does not break out EFI's non-Fiery free cash flow (i.e. the Inkjet business), it remains dependent on receiving cash from the Fiery segment to fund operations. Moody's expect Fiery to continue to fund the Inkjet business unless it is sold. EFI's recently amended and extended $40 million first lien revolver is largely drawn and matures in April 2025. The revolver does not have any financial covenants but steps down to $20 million December 31, 2024 unless certain conditions are met. The negative outlook reflects uncertainty over upcoming revolver maturities and cash flow and resultant liquidity pressures. Additionally, the sale of the Fiery assets without sufficient paydown of debt could negatively impact ratings. Despite the capital structure and liquidity challenges, Moody's expects improved revenue growth over the next 12-18 months based on continued growth at Fiery and a recovery at Inkjet with corresponding modest improvement in leverage and free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if revolver maturities and liquidity pressures are not addressed in the near term with an appropriate longer term structure, the probability of default increases or expected recovery rates in a default scenario decline. The ratings could also be downgraded if consolidated and post Fiery sale Debt/EBITDA are not on track to get below 8x and consolidated and post Fiery sale FCF/Debt is not on track to be positive. The ratings could be upgraded if performance continues to improve, the capital structure is refinanced on a long term basis and consolidated and post Fiery sale Debt/EBITDA are on track to get below 6.5x and free cash flow to be solidly positive. Electronics for Imaging, Inc., based in Fremont, CA, is a global technology platform providing digital imaging solutions for the printing, packaging, and imaging industries. The company's offerings include industrial printers, proprietary ink, production software and digital front ends. In July 2019, a group led by private equity firm Siris Capital Group, LLC took EFI private in a transaction valued at roughly $1.7 billion. Consolidated revenue for the twelve months ending December 31, 2023 was approximately $627 million and Inkjet (non-Fiery) revenue was approximately $429 million for the same period. The principal methodology used in these ratings was Diversified Technology published in February 2022. ENGLOBAL CORP: Extends Maturity of $1.2 Million Loan to 2025 ------------------------------------------------------------ ENGlobal Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 24, 2024, it entered into an Amended and Restated Credit Agreement with Alliance 2000, Ltd., a Texas limited partnership, pursuant to which the parties amended and restated the Credit Agreement dated June 15, 2023, between the Company and the Lender to, among other things, (i) modify the existing term loans in the aggregate original principal amount of $1,200,000 to (a) extend the maturity date to July 2, 2025, and (b) reduce the applicable interest rate from 8.5% to 8.0% per annum, and (ii) provide a revolving credit facility of up to the lesser of (a) the Borrowing Base (as defined below) and (b) $1,000,000. In connection with entering into the Original Credit Agreement, (i) the Company and its subsidiaries, ENGlobal U.S., Inc., a Texas corporation, ENGlobal Government Services, Inc., a Texas corporation, and ENGlobal Technologies, LLC, a Texas limited liability company, previously entered into a Security Agreement granting a security interest in favor of Lender on substantially all of the Company's and Guarantors' assets to secure all of the indebtedness and other obligations owed to Lender under the Credit Agreement and (ii) the Guarantors previously entered into a Continuing Guaranty pursuant to which the Guarantors guaranteed the payment of all indebtedness owed to Lender. The Lender is the beneficial owner of more than 22% of the Company's issued and outstanding common stock and is under the direct and indirect control of William A. Coskey, P.E., the Company's Chairman and chief executive officer. In accordance with the charter of the Company's Audit Committee and the Company's policy on related party transactions, the transactions contemplated by the Loan Documents were reviewed and approved by the Company's Audit Committee and determined in good faith to be on terms no less favorable to the Company than could be obtained from unrelated third parties and fair to the Company and the Guarantors from a financial point of view, and were approved by all of the disinterested members of the Company's Board of Directors. Set forth below are certain material terms of the Amended and Restated Credit Agreement, the Security Agreement and the Guaranty: Term Loans: The first Term Loan was made on June 15, 2023 in an aggregate principal amount equal to $1,000,000 in a single loan which, when paid or prepaid, may not be re-borrowed. An additional Term Loan was made on Jan. 30, 2024 in an aggregate principal amount equal to $200,000 in a single loan which, when paid or prepaid, may not be re-borrowed. On the Closing Date, accrued and unpaid interest of approximately $72 thousand under the Term Loans and origination fees of $6,000 in respect of the Term Loans were added to the principal balance thereof. Line of Credit: The Lender will make advances to the Company from time to time in an aggregate principal amount that will not exceed the lesser of (i) the Borrowing Base, and (ii) $1,000,000, the proceeds of which will be used for working capital and general corporate purposes. The borrowing base will be an amount equal to up to 95% of Eligible Receivables (as defined in the Credit Agreement) as determined by Lender from time to time, less any reserves established by Lender in its sole discretion from time to time. Lender will have the right, from time to time, in its credit judgment (i) to establish, modify or eliminate reserves against Eligible Receivables or the Borrowing Base, (ii) to decrease or increase the percentages in the definition of Borrowing Base, or (iii) to adjust any of the criteria set out in the definitions of "Eligible Receivables" or to establish new criteria. Amounts borrowed under the Line of Credit may be repaid in whole or in part and may be reborrowed, subject to the terms and conditions of the Credit Agreement. Interest: The outstanding principal balance of the Term Loans will bear interest (computed on the basis of a 365/366-day year, as the case may be, actual days elapsed) at a per annum rate equal to 8.0%. The outstanding principal balance of the Line of Credit will bear interest (computed on the basis of a 365/366-day year, as the case may be, actual days elapsed) at a per annum rate equal to 12.0%. Interest under the Term Loans and the Line of Credit will be due and payable monthly in arrears on the last business day of each month, with any remaining accrued but unpaid interest payable at maturity. Mandatory Prepayments: The Term Loans are required to be prepaid if the Company (i) issues any equity interests or (ii) incurs any additional indebtedness other than Permitted Indebtedness in which the aggregate capital amount raised pursuant to (i) and/or (ii) is greater than $2,000,000, then 100% of the Net Proceeds received will be paid to Lender. The Line of Credit is required to be repaid upon receipt of all or any portion of payment from an account debtor of each Eligible Receivable included in the Borrowing Base or if the amount borrowed under the Line of Credit exceeds the Credit Limit. Negative Covenants: The Credit Agreement is subject to negative covenants that, among other things and subject to certain exceptions, limit the Company's ability and the ability of the Guarantors to incur indebtedness, to merge, consolidate, transfer assets or undertake certain transactions outside of the ordinary course of business, to make guarantees; to make loans, advances and investments, to make dividends and distributions, to incur liens or encumbrances, to undertake affiliate transactions and to make certain organizational changes. Maturity Date: The Term Loans and the Line of Credit mature on July 2, 2025. Collateral: The Company and Guarantors have granted Lender, for the benefit of Lender, a continuing security interest in all of the Company and Guarantors' now-owned and hereafter acquired property and assets of every kind. Guaranty: Each of the Guarantors jointly and severally guarantee to Lender prompt payment of the obligations in full when due. About ENGlobal Houston, TX-based ENGlobal Corporation, incorporated in the State of Nevada in June 1994, is a provider of innovative, delivered project solutions primarily to the energy industry. ENGlobal operates through two reportable segments: Commercial and Government Services. The Commercial segment provides engineering, design, fabrication, construction management and integration of automated control systems. T he Government Services segment provides engineering, design, installation, operations, and maintenance of various government, public sector, and international facilities, specializing in turnkey automation and instrumentation systems for the U.S. Defense industry. Houston, Texas-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has suffered recurring losses from operations and has utilized significant cash in operations that raise substantial doubt about its ability to continue as a going concern. ENVIVA INC: Jones Walker & Bean Kinney Advise NMTC Participants --------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Jones Walker LLP and Bean Kinney & Korman PC submitted a verified statement to disclose that they are representing the NMTC Participants in the Chapter 11 cases of Enviva Inc. and affiliates. The NMTC Participants comprised of (i) United Bank, (ii) Capital One, N.A., (iii) NIF SUB IV, LLC, (iv) UBCD Sub-CDE Midway, LLC, (v) PBCIF Sub-CDE4, LLC, (vi) MuniStrategies Sub-CDE#41, LLC, (vii) National Impact Fund, LLC, (viii) UB Community Development, LLC, (ix) PB Community Impact Fund, LLC, (x) MuniStrategies, LLC; and (xi) COCRF Investor 232, LLC. In or around March 2024, the NMTC Participants engaged Jones Walker to represent them in connection with these Chapter 11 Cases. Additionally, in or around March 2024, the NMTC Participants engaged Bean Kinney to serve as Virginia local counsel with respect to such matters. In June 2022, the Debtors entered a series of New Markets Tax Credit financing transactions (the "NMTC Transactions") under the New Markets Tax Credit ("NMTC") Program. The NMTC Participants are various counterparties, including banks, Community Development Entities (or "CDEs"), and various other entities, that financed, in part, the development and equipping of a wood-pellet production plant near Epes, Alabama (the "Epes Plant") under the NMTC Program pursuant to Section 45D of the United States Tax Code, 26 U.S. Code § 45D, and various regulations promulgated by the Treasury Department concerning the NMTC Program. Counsel does not hold any claim against, or interests in, the Debtors or their estates, other than claims for fees and expenses incurred in representing the NMTC Participants. Bean Kinney's address is 2311 Wilson Boulevard, Suite 500, Arlington, Virginia 22201. Jones Walker's addresses are as follows: (i) 811 Main Street, Suite 2900, Houston, Texas 77002; (ii) 3100 North State Street, Suite 300, Jackson, Mississippi 39216; and (iii) 201 St. Charles Avenue, Suite 5100, New Orleans, Louisiana 70170. The names and addresses of each of the NMTC Participants, together with the nature and amount of the disclosable economic interests held by each of them in relation to the Debtors, are as follows: 1. United Bank 200 East Nashville Ave. Atmore, AL 36502 * Source Loan with a principal balance, as of March 12, 2024, of $30,402,403, that is secured by a (i) a security interest in all of Enviva Pellets Epes Finance Company, LLC's right, title and interest in and to the Leverage Loan and all collateral pledged by the COCRF Investor 232, LLC as security for the Leverage Loan, including the 99.99% membership interest owned by the Investment Fund in each Prepetition NMTC QLICI Lender, (ii) a security interest in all of its right, title and interest in and to that certain Investment Fund Put/Call Agreement dated June 27, 2022 between Enviva Pellets Epes Finance Company, LLC and Capital One, N.A.; (iii) a security interest in Enviva Pellets Epes Finance Company, LLC's bank account held by United Bank; and (iv) Enviva Pellets Epes Finance Company, LLC's interest in that certain Contribution Agreement dated June 27, 2022, among Enviva Pellets, LLC, Enviva Pellets Epes Holdings, LLC, Enviva Pellets Epes Finance Company, LLC and Enviva Pellets Epes, LLC, and naming United Bank as a third-party beneficiary 2. Capital One, N.A. 201 St. Charles Ave., Suite 1800 New Orleans, LA 70170 * 100% membership interest in COCRF Investor 232, LLC 3. COCRF Investor 232, LLC 201 St. Charles Ave., Suite 1800 New Orleans, LA 70170 * 99.99% equity interest in MuniStrategies Sub-CDE#41, LLC * 99.99% equity interest in PBCIF Sub-CDE4, LLC * 99.99% equity interest in UBCD Sub-CDE Midway, LLC * 99.99% equity interest in NIF SUB IV, LLC 4. MuniStrategies, LLC 3100 Old Canton Rd. Jackson, MS 39216 * 0.01% membership interest in MuniStrategies Sub- CDE#41, LLC 5. PB Community Impact Fund, LLC 160 E. Maud Ave. Mendenhall, MS 39114 * 0.01% membership interest in PBCIF Sub-CDE4, LLC 6. UB Community Development, LLC 200 East Nashville Ave. Atmore, AL 36502 * 0.01% membership interest in UBCD Sub-CDE Midway, LLC 7. National Impact Fund, LLC c/o North Sky Capital, LLC 701 Lake Street East, Suite 350 Wayzata, MN 55391 * 0.01% membership interest in NIF SUB IV, LLC 8. MuniStrategies Sub-CDE#41, LLC 3100 Old Canton Rd. Jackson, MS 39216 * QLICI Loan A1 with a principal balance as of March 12, 2024, of $5,837,600 * QLICI Loan B1 with a principal balance as of March 12, 2024, of $1,617,920 * QLICI Loan C1 with a principal balance as of March 12, 2024, of $464,480 9. PBCIF Sub-CDE4, LLC 160 E. Maud Ave. Mendenhall, MS 39114 * QLICI Loan A2 with a principal balance as of March 12, 2024, of $5,837,600 * QLICI Loan B2 with a principal balance as of March 12, 2024, of $2,002,400 10. UBCD Sub-CDE Midway, LLC 200 East Nashville Ave. Atmore, AL 36502 * QLICI Loan A3 with a principal balance as of March 12, 2024, of $8,506,550 * QLICI Loan B3 with a principal balance as of March 12, 2024, of $2,763,450 11. NIF SUB IV, LLC c/o North Sky Capital, LLC 701 Lake Street East, Suite 350 Wayzata, MN 55391 * QLICI Loan A4 with a principal balance as of March 12, 2024, of $11,245,500 * QLICI Loan B4 with a principal balance as of March 12, 2024, of $1,502,250 * QLICI Loan C4 with a principal balance as of March 12, 2024, of $2,252,250 Counsel to NMTC Participants: Andrea Campbell Davison, Esq. Samuel J. Banks, Esq. BEAN KINNEY & KORMAN 2311 Wilson Boulevard, Suite 500 Arlington, VA 22201 Telephone: (703) 525-4000 Facsimile: (703) 525-2207 Email: adavison@beankinney.com sbanks@beankinney.com Jeffrey R. Barber, Esq. Aileen S. Thomas, Esq. JONES WALKER LLP 3100 North State Street, Suite 300 Jackson, MS 39216 Telephone: (601) 949-4900 Facsimile: (601) 949-4804 Email: jbarber@joneswalker.com athomas@joneswalker.com Joseph E. Bain, Esq. JONES WALKER LLP 811 Main Street, Suite 2900 Houston, TX 77002 Telephone: (713) 437-1800 Facsimile: (713) 437-1810 Email: jbain@joneswalker.com Samantha A. Oppenheim, Esq. Caroline V. McCaffrey, Esq. JONES WALKER LLP 201 St. Charles Ave., Suite 5100 New Orleans, LA 70170-5100 Telephone: (504) 582-8000 Facsimile: (504) 582-8583 Email: soppenheim@joneswalker.com cmccaffrey@joneswalker.com About Enviva Inc. Headquartered in Bethesda, Md., Enviva Inc. -- https://www.envivabiomass.com -- is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing it into a transportable form, wood pellets. Enviva exports its wood pellets to global markets through its deep-water marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. Enviva Inc. and certain affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024. In the petition signed by Glenn T. Nunziata, interim chief executive officer and chief financial officer, Enviva Inc. disclosed $2,893,581,000 in assets and $2,631,263,000 in liabilities. Judge Brian F. Kenney oversees the cases. The Debtors tapped Vinson & Elkins, LLP as general bankruptcy mcounsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC as investment banker; Alvarez & Marsal Holdings, LLC as financial advisor; and Kurtzman Carson Consultants, LLC as notice and claims agent. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. ESCAMBIA OPERATING: Trustee Taps Kroll as Claims Agent ------------------------------------------------------ Drew McManigle, the Trustee for Escambia Operating Company, LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Kroll Restructuring Administration LLC as a claims, noticing, and solicitation agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. The firm's hourly rates are: Claim and Noticing Analyst $35 - $60 per hour Technology Consultant $50 - $135 per hour Consultant/Senior Consultant $75 - $205 per hour Director $215 - $265 per hour Solicitation, Balloting and Tabulation Solicitation Consultant $235 per hour Director of Solicitation $275 per hour Prior to the petition date, the Debtors provided Kroll an advance in the amount of $25,000. Albert Alonzo, vice president at Kroll, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Albert Alonzo Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor New York, NY 10055 About Escambia Operating Company Escambia Operating Company, LLC and Escambia Asset Company, LLC filed Chapter 11 petitions (Bankr. S.D. Miss. Lead Case No. 23-50491) on April 2, 2023, with $10 million to $50 million in both assets and liabilities. Judge Jamie A. Wilson oversees the cases. Drew McManigle, the Chapter 11 trustee appointed in the Debtors' cases, tapped Jones Walker, LLP as bankruptcy counsel; MACCO Restructuring Group, LLC as financial advisor; M P Boots Petroleum Engineering Services, LLC as valuation advisor; and Matthews, Cutrer and Lindsay, PA as accountant. ESCAMBIA OPERATING: Trustee Taps SSG Advisors as Investment Banker ------------------------------------------------------------------ Drew McManigle, the Trustee for Escambia Operating Company, LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ SSG Advisors, LLC as its investment banker. The firm will render these services: a. prepare an information memorandum describing the Escambia Debtors, their historical performance and prospects; b. assist the Trustee in operating a data room of any necessary and appropriate documents related to the DIP Financing and Sale; c. assist the Trustee in developing a list of suitable potential lenders, investors, and buyers who will be contacted on a discreet and confidential basis after approval by the Trustee and update and review such list with the Trustee on an on-going basis; d. coordinate the execution of confidentiality agreements for potential lenders, investors, and buyers wishing to review the information memorandum; e. assist the Trustee in coordinating site visits for interested lenders, investors, and buyers and work with the management team to develop appropriate presentations for such visits; f. solicit competitive offers from potential lenders, investors, and buyers; g. advise and assist the Trustee in structuring the DIP Financing and Sale and negotiating the transaction agreements; and h. otherwise assist the Trustee and his other professionals, as necessary, through closing(s) on a best-efforts basis. The firm will be compensated as follows: a. Initial Fee. An initial fee equal to $50,000, payable upon Court approval of the Application and Engagement Agreement. b. DIP Financing Fee. Upon the consummation of a DIP Financing Transaction to any party and as a direct carve out from the proceeds of any DIP Financing Transaction, SSG shall be entitled to a fee, payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such DIP Financing Transaction, equal to $200,000. SSG shall credit the DIP Financing Fee against the Sale Fee. c. Sale Fee. Upon the consummation of a Sale Transaction to any party and as a direct carve out from the proceeds of any Sale Transaction, prior in right to any post or pre-petition secured debt and any other administrative claims, SSG shall be entitled to a fee, payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Sale Transaction, equal to $400,000. d. Expenses. In addition to the foregoing Initial Fee and Transaction Fees noted above whether or not a Transaction10 is consummated, SSG will be entitled to reimbursement for all of SSG’s reasonable out-of-pocket expenses. Neil Gupta, CFA, a managing director at SSG Advisors, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Neil Gupta, CFA SSG Capital Advisors, LLC 300 Barr Harbor Drive, Suite 420 West Conshohocken, PA 19428 Tel: (610) 940-2663 Email: ngupta@ssgca.com About Escambia Operating Company Escambia Operating Company, LLC and Escambia Asset Company, LLC filed Chapter 11 petitions (Bankr. S.D. Miss. Lead Case No. 23-50491) on April 2, 2023, with $10 million to $50 million in both assets and liabilities. Judge Jamie A. Wilson oversees the cases. Drew McManigle, the Chapter 11 trustee appointed in the Debtors' cases, tapped Jones Walker, LLP as bankruptcy counsel; MACCO Restructuring Group, LLC as financial advisor; M P Boots Petroleum Engineering Services, LLC as valuation advisor; and Matthews, Cutrer and Lindsay, PA as accountant. EXPRESS INC: April 29 Deadline Set for Panel Questionnaires ----------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of Express, Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/245v5vkh and return at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on April 29, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Express Inc. Express, Inc., operates specialty retail apparel stores. The Company offers apparel and accessories such as jeans, sweaters, dresses, suits, and coats. Express serves customers in the United States. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10831) on April 22, 2024. In the petition signed by Stewart Glendinning, chief executive officer, the Debtor disclosed $1,298,055,000 in assets and $1,199,781,226 in liabilities. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as bankruptcy counsel, Klehr Harrison Harvey Branzburg LLP as local bankruptcy counsel, Moelis & Company LLC as investment banker, M3 Advisory Partners, LP as restructuring advisor, and Stretto, Inc. as claims agent. Stephen L. Iacovo, Esq., at Ropes & Gray LLP serves as counsel to ReStore Capital, LLC, as Agent to the FILO Lenders. ReStore is also the agent under a second lien senior secured DIP single-draw term facility. AlixPartners LLP serves as advisor to the DIP Agents. Randall L. Klein, Eseq., Eva D. Gadzheva, Esq., and Dimitri G. Karcazes, Esq., at Goldberg Kohn Ltd., serve as counsel to Wells Fargo Bank, National Association, as First Lien ABL Agent. Wells Fargo is also the agent under a first lien senior secured DIP revolving credit facility. FARMERS' PEANUT: Seeks to Hire Weeks Group as Auctioneer -------------------------------------------------------- Farmers' Peanut Company of SOWEGA, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire The Weeks Group, LLC, as its auctioneer. The firm will market and sell the Debtor's real property known as 185 Hudson Street, NW, Whigham GA 39897. The Weeks Group intends to be compensated by way of a 10 percent buyer-side commission from the gross sales price of the assets sold from the estate via auction. The Weeks Group is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Shellie Weeks The Weeks Group LLC 2186 Sylvester Hwy, Suite 1 Moultrie, GA 31768 Phone: (229) 891-7653 Email: shellie@bidweeks.com About Farmers' Peanut Company of SOWEGA Farmers' Peanut Company of SOWEGA, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-10333) on April 8, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Joseph D. Vaughn, III as managing member. Wesley J. Boyer, Esq. at Boyer Terry LLC represents the Debtor as counsel. FELTRIM BALMORAL: Taps Johnson Pope Bokor Ruppel & Burns as Counsel ------------------------------------------------------------------- Feltrim Balmoral Estates, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Johnson Pope Bokor Ruppel & Burns LLP as counsel. The firm will render these services: (a) give the Debtors legal advice with respect to their duties and obligations; (b) take necessary steps to analyze and pursue any avoidance actions, if in the best interest of the estates; (c) prepare legal papers; (d) assist the Debtors in taking all legally appropriate steps to effectuate compliance with the Bankruptcy Code; and (e) perform all other legal services for the Debtors which may be necessary herein. The firm received a total pre-petition retainer of $38,775 within one year of the filing date from the Debtors. Alberto Gomez Jr., Esq. disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alberto F. Gomez Jr., Esq. Johnson Pope Bokor Ruppel & Burns LLP 400 N. Ashley Drive, Suite 3100 Tampa, FL 33602 Telephone: (813) 225-2500 Facsimile; (813) 223-7118 Email: al@jpfirm.com About Feltrim Balmoral Estates Feltrim Balmoral Estates, LLC owns a clubhouse located at 124 Kenny Blvd., Haines City, Fla. having a fair value of $3 million. Feltrim Balmoral Estates and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02122) on April 17, 2024. The case is jointly administered in Case No. 24-02122. In the petitions signed by Garrett Kenny, owner and manager, Feltrim Balmoral Estates disclosed $4,657,697 in assets and $16,239,519 in liabilities; The Enclave At Balmoral, LLC disclosed $5,091,844 in assets and $10,565,256 in liabilities; and Balmoral Estates, LP listed $14,327,306 in assets and $25,909,466 in liabilities. Judge Catherine Peek McEwen oversees the case. Alberto F. Gomez Jr., Esq., at Johnson Pope Bokor Ruppel & Burns LLP represents the Debtor as counsel. FLAWLESS SCREEN: Unsecureds Will Get 2.4% Dividend in 60 Months --------------------------------------------------------------- Flawless Screen Printing, LLC, filed with the U.S. Bankruptcy Court for the Western District of Louisiana a Subchapter V Plan of Reorganization dated April 15, 2024. Flawless owns a nine-unit shopping center located at 1534-62 Sandra Street, Morgan City, Louisiana (the "Shopping Center"). Flawless was formed by its owner, Edward Campbell, and purchased the Shopping Center in 2008. The General Premise of the Plan is that Flawless will pay secured and unsecured creditors over time using funds from the operation of its business. In addition, the Debtors will sell the screen printing equipment and use the sales proceeds to fund operations and plan payments. In light of the tight budget in this case, the Debtor shall make all payments to creditors under the Plan pursuant to Bankruptcy Code Section 1194(b). Class 2 consists of Unsecured Claims. All allowed unsecured claims will be paid a pro-rata portion of $12,000.00, payable at the rate of $200.00 per month over 60 months. The first payment will be due on the effective date and subsequent payments will be made on the first day of each month thereafter. The payments will be completed in five years. No distribution will be made on account of a disputed claim until it is allowed. If any disputed claim is allowed and not paid by insurance proceeds, then that creditor will receive a pro rata share of $200.00 per month and the payments on all other allowed claims will be reduced accordingly. Based on approximate unsecured claims of $499,516.76, these payments will result in an approximate 2.4% dividend to unsecured creditors. Edward Campbell will retain his ownership interests in the reorganized Debtor. Edward Campbell shall manage all of the affairs of the Debtor, post confirmation. He currently receives no salary for his services. This compensation is subject to adjustment based on market conditions. A full-text copy of the Subchapter V Plan dated April 15, 2024 is available at https://urlcurt.com/u?l=bK7hCx from PacerMonitor.com at no charge. Attorney for the Debtor: Tom St. Germain, Esq. Weinstein & St. Germain, LLC 1103 W University Ave. Lafayette, LA 70506 Telephone: (337) 235-4001 About Flawless Screen Printing Flawless Screen Printing, LLC, owns a nine-unit shopping center located at 1534-62 Sandra Street, Morgan City, Louisiana (the "Shopping Center"). The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La. Case No. 24-50019) on Jan. 15, 2024. Edward Campbell, member, signed the petition. Judge John W. Kolwe oversees the case. Tom St. Germain, Esq., at Weinstein & St. Germain, LLC, serves as the Debtor's counsel. FLOSSMOOR EXECUTIVE: Seeks Approval to Hire Bankruptcy Counsel -------------------------------------------------------------- Flossmoor Executive Properties, Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gregory Stern, Esq., Monica O'Brien, Esq., Dennis Quaid, Esq., and Rachel Sandler, Esq., attorneys practicing in Ill., as its attorneys. The firm will render these services; (a) review assets, liabilities, loan documentation, account statements, executory contracts and other relevant documentation; (b) prepare the list of creditors, list of twenty largest unsecured creditors, schedules and statement of financial affairs; (c) advise the Debtor with respect to its powers and duties in the operation and management of its financial affairs; (d) assist the Debtor in the preparation of schedules, statement of affairs, and other necessary documents; (e) prepare legal papers; (f) negotiate with creditors and other parties in interest, attend court hearings, meetings of creditors and meetings with other parties in interest; (g) review proofs of claim and solicitation of creditors' acceptances of plan; and (h) perform all other legal services for the Debtor, which may be necessary or in furtherance of his reorganizational goals. The hourly rates of the firm's counsel and staffs are as follows: Gregory K. Stern $650 Dennis E. Quaid $550 Monica C. O'Brein $500 Rachel S. Sandler $400 In addition, the attorneys will seek reimbursement for expenses incurred. The firm received a payment in the amount of $15,000 prior to filing from the Debtor. To the best of the Debtor's knowledge, the attorneys represent no interests adverse to the Debtor or to the estate in the matters upon which they are to be engaged. The attorneys can be reached at: Gregory K. Stern, Esq. Dennis E. Quaid, Esq. Monica C. O'Brien, Esq. Rachel S. Sandler, Esq. 53 West Jackson Boulevard, Suite 1442 Chicago, Illinois 60604 Telephone: (312) 427-1558 About Flossmoor Executive Properties Flossmoor Executive Properties Corporation filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04206) on March 22, 2024. In the petition signed by Cuauthomee Burris, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Janet S. Baer oversees the case. Gregory Stern, Esq., Monica O'Brien, Esq., Dennis Quaid, Esq., and Rachel Sandler, Esq., represent the Debtor as counsel. FORSYTHE COSMETIC: Seeks to Hire Charles A. Higgs as Counsel ------------------------------------------------------------ Forsythe Cosmetic Group, Ltd. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire The Law Office of Charles A. Higgs as counsel. The firm will provide these services: (a) give advice to the Debtor with respect to its power and duty as Debtor-in-Possession and the continued management of its property and affairs; (b) negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan; (c) prepare the necessary pleadings, motions, and other papers required for the Debtor who seeks protection from its creditors under Chapter 11 of the Bankruptcy Code; (d) appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; (e) attend meetings and negotiate with representatives of creditors and other parties in interest; (f) draft the disclosure statement and Chapter 11 plan of reorganization; and (g) perform other legal services for the Debtor necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor and the Bankruptcy Estate. The firm will be paid at these rates: Attorneys $450 per hour Paraprofessionals $200 per hour The firm will be paid an initial retainer in the amount of $14,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles Higgs, Esq., a partner at Law Office of Charles A. Higgs, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Charles Higgs, Esq. LAW OFFICE OF CHARLES A. HIGGS 2 Depot Plaza First Floor, Office 4 Bedford Hills, NY 10507 Tel: (917) 673-3768 Email: Charles@freshstartesq.com About Forsythe Cosmetic Group Forsythe Cosmetic Group, Ltd. is a manufacturer of nail products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-70997) on March 13, 2024, with $207,059 in assets and $3,111,880 in liabilities. Whitney Matza, secretary and treasurer, signed the petition. Judge Alan S. Trust presides over the case. Charles Higgs, Esq., at The Law Office of Charles A. Higgs represents the Debtor as bankruptcy counsel. FREEDOM 26: Secured Creditor Winhall Files Liquidating Plan ----------------------------------------------------------- Winhall 5, LLC, the principal secured creditor of Freedom 26, LLC, filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Chapter 11 Plan of Liquidation for the Debtor dated April 16, 2024. Winhall is the successor in interest by assignment to East West Bank, and is thereby the lender on a loan to Salar Investments, LLC in the original principal amount of $5,300,000 (the "Salar Loan"). The Salar Loan is guaranteed pursuant to commercial guaranties executed by the Behnam Rafalian ("Rafalian") and others (collectively, "Guarantors"). The commercial guaranty executed by Rafalian is secured by, without limitation, one or more Deeds of Trust and which Deed(s) of Trust encumber those certain real properties improved with retail, office, warehouse, and residential buildings and located at 11900, 11914-11932 Santa Monica Boulevard (the "Santa Monica Property") and 1516-1518 Brockton Avenue, Los Angeles, California 90025 (the "Brockton Property," and collectively with the Santa Monica Property, the "Santa Monica/Brockton Properties"). The Debtor's interest in the Santa Monica/Brockton Properties is the Debtor's principal asset. This Plan contemplates the orderly sale of the Santa Monica/Brockton Properties free and clear of any Liens, Claims or encumbrances, free and clear of the interest on the Non-Debtor Owners, and free and clear of any interest or Claim of the Rafalian Debtor alleged in the Santa Monica/Brockton Properties Avoidance Action, pursuant to the Auction and Sale Procedures and the appointment of a Plan Trustee that will, among other things, oversee the Auction process, the distribution of the Sale Proceeds from the Auction and otherwise dispose of and administer the remaining assets of the Debtor's Estate. The Auction will be consummated pursuant to the Auction and Sale Procedures. The Auction and Sale Procedures and the Plan provides for the disposition of substantially all of the Debtor's remaining property of the Estate in accordance with Chapter 11 of the Bankruptcy Code. Class 6 consists of all Allowed General Unsecured Claims. On the Distribution Date, holders of Allowed Class 6 Claims shall receive their Pro Rata share of the Other Assets and of the Santa Monica/Brockton Properties Reserve after payment of all Allowed Administrative Expenses, Allowed Professional Fees, Allowed Priority Tax Claims, Allowed Claims in Classes 1, 2, 3, 4, and 5(b)(i) and any amounts owed to the Non-Debtor Owners pursuant to the Santa Monica/Brockton Properties First Stipulation, in full and final satisfaction, settlement, and release of, and in exchange for each Allowed General Unsecured Claim. To the extent there are any Allowed Class 6 Claims, Class 6 is Impaired under the Plan. Therefore, holders of Claims in Class 6 that are Allowed or temporarily Allowed for voting purposes are entitled to vote to accept or reject the Plan. Until the Distribution Date, the Plan Trustee shall not make distributions to holders of Class 6 Claims until such time as all Allowed Administrative Expenses, Allowed Professional Fees, Allowed Priority Tax Claims and Allowed Claims in Classes 1, 2, 3, 4, and 5(b)(i) have been paid in full. Class 7 consists of all holders of equity interests in the Debtor. Holders of Class 7 interests will not receive any distributions on account of such interest(s). Class 7 is Impaired under the Plan. Holders of Class 7 interests are conclusively deemed to have rejected the Plan under Section 1126(g) of the Bankruptcy Code. Therefore, holders of Class 7 interests are not entitled to vote to accept or reject the Plan. Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, Distributions, releases, and other benefits provided under the Plan, on the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and controversies resolved pursuant to the Plan, and all distributions made to holders of Allowed Claims in any Class in accordance with the Plan are intended to be, and shall be, final. On the Confirmation Date, a Plan Trust shall be created and charged with administering the Estate and conducting the Sale. Under section 1141(b) of the Bankruptcy Code, the Plan Trust Assets shall be assigned, transferred, and vest in the Plan Trust upon the Confirmation Date. All amounts necessary for the Plan Trustee to make payments or Distributions under the Plan will be paid from the Exit Financing and the Sale Proceeds as administered by the Plan Trustee and the Receiver Cash. After the Confirmation Date, the Trustee will hold the Auction of the Property and shall deposit the Sale Proceeds, after payment of any Priority Tax Claims and any Class 1 Claims at the Closing of the Sale, into an account established by the Plan Trustee in compliance with Section 345 of the Bankruptcy Code. The Auction and Sale Procedures, to be approved by the Court, in connection with the Plan, shall govern the Sale of the Property and payment of any Break Up Fee and Expense Reimbursement. A full-text copy of the Disclosure Statement dated April 16, 2024 is available at https://urlcurt.com/u?l=RwMeYh from PacerMonitor.com at no charge. Co-Counsel for Creditor Winhall 5: Roger G. Jones, Esq. Andrew J. Shaver, Esq. BRADLEY ARANT BOULT CUMMINGS LLP ONE 22 ONE, 1221 Broadway, Suite 2400 Nashville, TN 37203 Telephone: (615) 252-2323 Facsimile: (615) 252-6323 Co-Counsel for Creditor Winhall 5: Andrew S. Pauly, Esq. Richard G. Stoll, Esq. SHORELINE, A Law Corporation 1299 Ocean Avenue, Suite 400 Santa Monica, CA 90401-1007 Telephone: (310) 451-8001 Facsimile: (310) 395-5961 Ryan C. Squire, Esq. Jennifer R. Slater, Esq. GARRETT & TULLY, P.C. 225 S. Lake Ave., Suite 200 Pasadena, California 91101-4869 Telephone: (626) 577-9500 Facsimile: (626) 577-0813 About Freedom 26 LLC Freedom 26, LLC in Culver City, C, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-16953) on Oct. 23, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Benham Rafalian, manager, signed the petition. Benham Rafalian later filed his own Chapter 11 petition (Bankr. C.D. Cal. Case No. 23-17417) on Nov. 8, 2023. Judge Deborah J. Saltzman oversees the cases. Freedom 26 tapped the Law Offices of Raymond H. Aver as legal counsel. GATES GLOBAL: Moody's Ups CFR to Ba3 & Senior Secured Debt to Ba2 ----------------------------------------------------------------- Moody's Ratings upgraded Gates Global LLC's corporate family rating to Ba3 from B1, probability of default rating to Ba3-PD from B1-PD, senior secured bank credit facility rating to Ba2 from Ba3, and senior unsecured notes rating to B2 from B3. The outlook is stable. The company's speculative grade liquidity ("SGL") rating was unchanged at SGL-1. The upgrade of Gates' ratings reflects Moody's expectation for continued stability in operational performance and improvement in profitability driven by ongoing margin expansion. In addition, debt-to-EBITDA will decline below 3.5 times over the next year while the company generates over $250 million of free cash flow. The upgrade is also driven by governance considerations including Moody's expectation that the concentrated ownership by the Blackstone Group will continue to decline. There is currently only one Blackstone representative remaining on the mostly independent board of directors. However, Moody's also expects that the company may engage in share repurchases as Blackstone winds down its ownership to avoid equity dilution. RATINGS RATIONALE Gates ratings reflect the company's strong presence in the highly engineered industrial components market with a focus on manufacturing power transmission and fluid power units. The company benefits from its large scale, brand strength, and dominant position as a supplier across diverse industrial end markets. Gates has a substantial aftermarket presence (about 64% of revenue) that supports EBITDA margin around 20% and good cash flow. However, Gates is exposed to highly cyclical end markets such as oil & gas, agriculture and construction. Moody's expects revenue growth to remain under pressure and decline 2-4% in 2024 from less benefit from pricing and sluggish demand. Debt-to-EBITDA was 3.8 times at the end of 2023. Moody's expects Gates' liquidity will be very good, as reflected in the SGL-1 speculative grade liquidity rating. The company had a sizeable cash balance of about $721 million at December 31, 2023. In addition, Gates has a $250 million ABL and $250 million revolving credit facility that are both fully available and expire in 2026. Moody's expects the company to generate $270 million in free cash flow in 2024, which should be more than ample to help offset seasonal working capital swings and fund small bolt-on acquisitions. The stable outlook reflects Moody's expectation of steady demand in the company's business that will enable Gates to generate positive free cash flow that can support debt repayment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if debt-to-EBITDA is sustained below 3.25 times and EBITA-to-interest approaches 5.0 times. Moody's would also expect maintenance of a conservative financial policy, including a prudent approach to returns to shareholders. Maintenance of very good liquidity would also be required for a rating upgrade. A ratings downgrade would be driven by debt-to-EBITDA sustained above 4 times or EBITA-to-interest below 3.0 times. Debt funded acquisitions, share buybacks, or shareholder distributions that increase leverage or weaken liquidity could also lead to a downgrade. The principal methodology used in these ratings was Manufacturing published in September 2021. Gates Global LLC, located in Denver, Colorado, is a leading global manufacturer of power transmission belts, fluid power products and critical components used in diverse industrial and automotive applications. The company is a wholly-owned subsidiary of Gates Industrial Corporation PLC (NYSE: GTES), which was formed at the time of its IPO in January 2018. Gates Global LLC is 27.6% owned by The Blackstone Group L.P. GENESIS GLOBAL: Gets Court Okay on Gemini Trust Pact ---------------------------------------------------- Jonathan Randles of Bloomberg News reports that failed crypto lender Genesis Global Capital won bankruptcy court approval on a pact with Gemini Trust Co. that resolves litigation between the companies and opens a path to freeing Earn program customers' digital assets in the coming months. The settlement designed to return digital assets to hundreds of thousands of Gemini Earn users whose accounts have been frozen since November 2022 was approved by Judge Sean Lane at a Tuesday hearing. A Gemini lawyer said the deal will help return nearly all of Earn customers' digital assets that were locked during Genesis’ bankruptcy. About Genesis Global 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. GEO GROUP: S&P Ups ICR to 'B+' on Debt Refinancing, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based private prison operator The GEO Group Inc. by one notch to 'B+' from 'B'. The outlook is stable. S&P said, "Additionally, we assigned ratings on the new debt, including a 'BB' issue-level rating on the revolver, term loan B, and first-lien secured notes due 2029 with a '1' recovery rating. We also assigned a 'B' issue-level rating on the unsecured notes due 2031 with a '5' recovery rating. "The stable outlook reflects our expectation GEO will continue to maintain net leverage in the mid-3x area over the next 12 months with stable free operating cash flow (FOCF) generation of at least $130 million, despite weak EBITDA growth." The rating upgrade reflects GEO's successful debt refinancing, extended debt maturity profile, and reduced risks of a distressed debt restructuring. GEO has comprehensively refinanced its debt capitalization. Notably, the transaction extends its weighted average maturity profile by 2.4 years, results in a modest reduction of the company's cash interest expense, loosens other terms including the limitations on share repurchases, and upsizes the revolver. S&P said, "In our view, the refinancing, which closed at spreads tight to initial talk, demonstrates GEO's improved access to credit markets. In recent years the company's investor pool had narrowed amid rising industry social pressures resulting in a steep decline in revolving credit facility commitments, higher borrowing costs, and a distressed debt restructuring in 2022. In our view completion of the refinancing transaction signals an improvement in lender demand for GEO's debt that minimizes future refinancing risks." S&P said, "We forecast GEO will maintain S&P Global Ratings-adjusted net leverage beneath 4x in 2024 even if a modest decline in EBITDA occurs. GEO's refinancing transaction follows an extended period of healthy operating performance with stable revenue and EBITDA despite rising industry pressures since the 2021 executive order nonrenewal of certain federal detention contracts. The company has demonstrated strong contract renewal performance, achieved price increases, and benefited from a favorable business mix-shift driven by expansion in higher-margin electronic monitoring services revenues amid an increase in illegal Southwest Border crossings and government funding. "We forecast a modest decline in GEO's EBITDA margins to the 20% range in 2024 and 21% to 22% range in 2025, from 22% in 2023, as business mix steadily normalizes, and electronic monitoring volumes decline from peak levels. Under GEO's new debt capitalization, which lowers its annual interest expense by about $10 million, we forecast the company will generate at least $130 million in annual reported FOCF and maintain adjusted leverage in the mid-3x area over the next year. We do not expect GEO will resume share repurchases until 2026 when its credit agreement defined net leverage declines beneath 3x. "An increase in demand from GEO's largest customer, the U.S. Immigration and Customs Enforcement (ICE) agency, could drive upside to our forecast in 2025. A spending package recently signed in March 2023 provides ICE, (GEO's largest customer: 43% of revenue) with funding for 41,500 detention beds through September 2024, a modest increase as compared with current utilization we estimate at about 38,000 beds. However, a change in regulatory regime or continued increases in illegal Southwest Border crossings could result in a significant increase in ICE demand in 2025 and 2026, which could accelerate rating improvement. "An upgrade could become more likely if GEO successfully navigates downside contract renewal and legal event risks over the next year. Other key forecast variables include the company's ability to renew the federal electronic monitoring services contract expiring June 2025, and potential outcomes of labor-related litigation against the company. We estimate the federal electronic monitoring services contract accounts for about 14% of revenue, and while we expect a competitive bid for the contract, we believe GEO's significant prior investments and expertise derived as the primary provider since 2020 supports its ability to secure at least a partial contract renewal. Labor-related litigation outstanding in Washington, Colorado, and California could result in large accruals for settlements or regulatory fines that result in credit metrics volatility. "The stable outlook reflects our expectation GEO will continue to maintain net leverage in the mid-3x area over the next 12 months with stable free operating cash flow generation of at least $130 million, despite weak EBITDA growth." GEX MANAGEMENT: Posts $400K Net Income in 2023 ---------------------------------------------- GEX Management, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting net income of $400,287 on $2.10 million of total revenues for the year ended Dec. 31, 2023, compared to net income of $43.57 million on $2.34 million of total revenues for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $499,160 in total assets, $4.69 million in total liabilities, and a total stockholders' deficiency of $4.19 million. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 25, 2024, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. GEX Management said, "Given these factors, the Company frequently requires financing from outside parties, and management intends to pursue outside capital through debt and equity vehicles. The Company currently has no firm commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding, the Company's financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations. "The Company has identified several potential financing sources necessary to fund operations. From time to time, management has taken short-term factoring and working capital loans against present and future receivables to timely fund the growth of the company. Management has eliminated this practice and currently relies on other traditional and non-traditional debt instruments primarily in the form of convertible notes, as well as is exploring various other alternatives including debt and equity financing vehicles, strategic partnerships, government programs that may be available to the Company, as well as trying to generate additional revenues and increase margins. However, at this time the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding, the Company's financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations. "Additionally, even if the Company raises sufficient capital through additional equity or debt financing, strategic alternatives or otherwise, there can be no assurances that the revenue or capital infusion will be sufficient to enable it to develop its business to a level where it will be profitable or generate positive cash flow. If the Company incurs additional debt, a substantial portion of its operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for business activities. The terms of any debt securities issued could also impose significant restrictions on the Company’s operations. Broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance, and may adversely impact our ability to raise additional funds. Similarly, if the Company's common stock is delisted from the public exchange markets, it may limit its ability to raise additional funds." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1681556/000149315224015888/form10-k.htm About GEX Management GEX Management, Inc. -- http://www.gexmanagement.com-- is a management consulting and technology business services company providing client employers and their employees with a broad portfolio of related products and services. The Company provides both long and short-term consulting solution services, including enterprise strategy and technology consulting, enterprise project management; and Human Capital Management (HCM) solution capabilities. GI DI ORION: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings downgraded GI DI ORION PARENT LP's (GI DI Orion) corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3-PD, and changed the outlook to stable from negative. Moody's also downgraded the senior secured first lien revolving credit facility and senior secured first lien term loan ratings of GI DI Orion's main operating company, ORBCOMM Inc., to Caa1 from B3, and changed its outlook to stable from negative. "The downgrade reflects the company's weak operating performance, which has pressured liquidity and kept financial leverage elevated for longer than Moody's expected", said Peter Adu, Moody's Vice President and Senior Credit Officer. RATINGS RATIONALE GI DI Orion's (doing business as "ORBCOMM") Caa1 CFR is constrained by: (1) weak liquidity due to ongoing negative free cash flow; (2) Debt/EBITDA that has remained above 10x due to the company's inability to convert strong demand into revenue as well as pressure on EBITDA from higher costs; (3) small scale (revenue of $208 million for LTM Q3/2023) as a provider of industrial Internet of Things solutions that allow assets to be tracked, monitored, and controlled remotely; and (4) increased competitive risks as several peers and new entrants are adding satellite capacity in order to pursue opportunities in the company's target markets. The rating benefits from: (1) good market positions as its offerings are embedded in customers' processes and are complimented with competitive pricing; (2) positive long term growth prospects as a large number of remote and mobile assets have not been penetrated with connectivity; (3) good customer diversification; and (4) a private owner that has been supportive with liquidity injections. ORBCOMM has one class of secured debt - $50 million revolving credit facility that expires in 2026 and $360 million (face value) term loan due in 2028 - both rated Caa1. The facilities are rated in line with the CFR because they make up the bulk of the debt in the capital structure. Moody's changed ORBCOMM's ESG credit impact score to CIS-5 (very highly negative) from CIS-4 (highly negative) to reflect increased exposure to governance risks stemming from its high financial leverage and liquidity pressures. ORBCOMM has weak liquidity through April 30, 2025, with sources approximating $20 million versus uses of about $15 million in this time frame. Liquidity consists of Moody's cash estimate of around $20 million as of December 31, 2023. Uses of liquidity consist of Moody's consumptive free cash flow estimate of $11 million over the next 12 months and $3.6 million of term loan amortization. The company has no availability under its $50 million revolving credit facility that expires in 2026. The revolver, which is subject to a springing first lien net leverage covenant when utilization hits a certain threshold, has already sprung and Moody's expects the covenant cushion to exceed 15% over the next 12 months. ORBCOMM has limited flexibility to generate liquidity from asset sales. The stable outlook reflects Moody's view of good demand and a pipeline of opportunities that will increase EBITDA and allow Debt/EBITDA to be sustained around 7.5x by the end of 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company generates consistent growth in revenue, EBITDA and free cash flow and demonstrates at least adequate liquidity while sustaining Debt/EBITDA below 6.5x. The ratings could be downgraded if the company does not address its weak liquidity situation and continues to burn cash. The ratings could also be downgraded if Moody's expects a debt restructuring or negotiated extension of its revolver with existing lenders. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ORBCOMM Inc., headquartered in Rochelle Park, New Jersey, is a global provider of industrial Internet of Things and Machine-to-Machine communication solutions to transportation, heavy equipment, maritime, and government customers that allow them to track, monitor, and control their assets remotely. GLOBAL MEDICAL RESPONSE: Prepares to Refinance Company's Debt ------------------------------------------------------------- Eliza Ronalds-Hannon and Jeannine Amodeo of Bloomberg News report that KKR & Co. is preparing to refinance more than $4 billion of debt of medical transport provider Global Medical Response Inc. by persuading creditors to accept longer-dated debt and by issuing new preferred stock, according to a person familiar with the arrangements. More than 80% of the existing lenders and bondholders support the proposal, and the company will hold a call with lenders April 18, said the person, who asked not to be named discussing private company plans. About Global Medical Response Global Medical Response Inc. and GMR Buyer Corp provide emergency air medical services. GOL LINHAS: Hogan Lovells Updates List of Secured Noteholders ------------------------------------------------------------- In the Chapter 11 cases of GOL Linhas Aereas Inteligentes S.A., et al., the Gol 2026 Senior Secured Notes Ad Hoc Group filed a second verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Ad Hoc Group consists of holders of the 8.00% senior secured notes due 2026 issued by Gol Finance (Luxembourg). The Gol 2026 Senior Secured Notes Ad Hoc Group submits this Second Verified Statement to update the holdings of disclosable economic interest held by its members. Hogan Lovells does not undertake to represent the interests of any creditor, party in interest, or other entity other than the Gol 2026 Senior Secured Notes Ad Hoc Group. Neither the Gol 2026 Senior Secured Notes Ad Hoc Group nor any member of the Gol 2026 Senior Secured Notes Ad Hoc Group represents or purports to represent any other member, or other person, in connection with the Debtors' chapter 11 cases. In addition, each member of the Gol 2026 Senior Secured Notes Ad Hoc Group (a) does not assume any fiduciary or other duties to any other member of the Gol 2026 Senior Secured Notes Ad Hoc Group or any other person and (b) does not purport to act or speak on behalf of any other member of the Gol 2026 Senior Secured Notes Ad Hoc Group or any other person in connection with these chapter 11 cases. The names and addresses of each of the members of Gol 2026 Senior Secured Notes Ad Hoc Group, together with the nature and amount of the disclosable economic interests held by each of them in relation to the Debtors as of April 18, 2024, are as follows: 1. Global Investment Opportunities ICAV Arkaim Advisors Ltd 35 Shelbourne Rd, Ballsbridge, Dublin, D04 A4E0, Ireland * $5,500,000.00 of the 8.00% Senior Secured Notes due 2026 issued by Gol Finance (Luxembourg) (the "Gol 2026 SSNs") 2. Seamrog Distressed Credit and Special Situations Sub- Fund FPP Asset Management, Berkeley Square House, Berkeley Square, Mayfair W1J 6DB, London, United Kingdom * $6,335,000.00 of the Gol 2026 SSNs * $2,624,081.00 of the 11.50% Senior Secured Notes due 2028 issued by Abra Global Finance (the "Abra SSNs") 3. ICU Trading Ltd ICU Trading Ltd Petoussis Building, 18 Evagora Papachristoforou, Office 101B, 3030, Limassol, Cyprus * Gol 2026 SSNs ($3,000,000.00) * Abra SSNs ($2,386,706.00) 4. Plenisfer Investments SGR S.p.A. The Stable Yard 58-60 Petty France London SW1H 9EU United Kingdom * Gol 2026 SSNs ($21,564,000.00) 5. Avenue Capital Management II, L.P. 11 West 42nd Street, 9th Floor New York, NY 10036 * Gol 2026 SSNs ($10,000,000.00) 6. Contrarian Capital Management, LLC 411 West Putnam Ave, Suite 425, Greenwich, CT 06830 * Gol 2026 SSNs ($10,723,000.00) 7. Shiprock Capital Master Fund LP C/O Walkers Corporate Limited, 190 Elgin Avenue, George Town, Cayman, KY1-9008, KY * Gol 2026 SSNs ($41,444,000.00) 8. Livello Capital Special Opportunities Master Fund LP C/O Livello Capital Management LP 104 West 40th Street 19th Floor NY, NY 10018 * Gol 2026 SSNs ($7,625,000.00) 9. Sandglass Capital Advisors LLC (as Investment Adviser on behalf of the Sandglass Funds) 1133 Broadway, Suite 1528, New York, NY 10010 * Gol 2026 SSNs ($16,830,000.00) * Abra SSNs ($14,577,332.00) 10. IPG Investment Advisors, LLC 501 West Broadway, Suite 1350, San Diego, CA, 92101 * Gol 2026 SSNs ($3,785,000.00) Counsel to the Gol 2026 Senior Secured Notes Ad Hoc Group: HOGAN LOVELLS US LLP John D. Beck, Esq. Pieter Van Tol, Esq. Jennifer Y. Lee, Esq. 390 Madison Avenue New York, New York 10017 Telephone: (212) 918-3000 Facsimile: (212) 918-3100 Email: john.beck@hoganlovells.com pieter.vantol@hoganlovells.com jennifer.lee@hoganlovells.com - and - David P. Simonds, Esq. Edward J. McNeilly, Esq. 1999 Avenue of the Stars, Suite 1400 Los Angeles, California 90067 Telephone: (310) 785-4600 Facsimile: (310) 785-4601 Email: david.simonds@hoganlovells.com edward.mcneilly@hoganlovells.com About Gol GOLL4.SA GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircraft and components in Brazil and internationally. The company offers Smiles, a frequent-flyer program to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircraft with 674 daily flights. The company was founded in 2000 and is headquartered in Sao Paulo, Brazil. GOL Linhas Aereas Inteligentes S.A. and its affiliates and its subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. GOL Linhas estimated $1 billion to $10 billion in assets as of the bankruptcy filing. The Debtors tapped Milbank Llp as counsel, Seabury Securities Llc as restructuring advisor, financial advisor and investment banker, Alixpartners, LLP, as financial advisor, and HUGHES Hubbard & Reed LLP as aviation related counsel. Kroll Restructuring Administration LLC is the claims agent. HAGA-MOF LLC: Seeks to Tap Bill Cockrum Liquidations as Liquidator ------------------------------------------------------------------ HAGA-MOF, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Bill Cockrum Liquidations, LLC as its liquidator. The Debtor needs a liquidator to sell various licensed equipment and personal property utilized in the operation of its business at its Rolla and Cape Girardeau locations. The firm will be paid a commission of 15 percent of the final hammer price of assets sold after reimbursement of any out-of-pocket expenses. A buyer's premium of 15 percent will also be charged but is not an expense borne by the Debtor. Bill Cockrum, the owner of Bill Cockrum Liquidations, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reach through: Bill Cockrum Bill Cockrum Liquidations, LLC 6128 Bartmer Ave. St. Louis, MO 63133 Telephone: (636) 697-7284 About HAGA-MOF LLC HAGA-MOF LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-10077) on February 27, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Judge Brian C. Walsh presides over the case. Spencer P. Desai, Esq., at The Desai Law Firm, LLC represents the Debtor as bankruptcy counsel. HMS REAL ESTATE: Taps Edwin M. Shorty Jr. as Bankruptcy Counsel --------------------------------------------------------------- HMS Real Estate Holding Company LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Edwin M. Shorty, Jr. & Associates, A.P.L.C. as its legal counsel. The firm will render these services: (a) provide legal advice with respect to the Debtor's powers and duties as debtor in possession in the continued management and operation of its businesses and properties; (b) attend meetings with representatives of the Debtor's creditors and other parties in interest; (c) take all necessary action to protect and preserve the estate of the Debtor; (d) prepare on behalf of the Debtor motions, applications, answers, orders, reports, and papers necessary to the administration of the Debtor's estates; (e) take any necessary action on behalf of the Debtor to obtain confirmation of its plan; (f) appear before this Court to protect the interests of the Debtor before this Court; (g) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with this chapter 11 case; (h) represent the Debtor in connection with obtaining post-petition financing, if any; (i) advise the Debtor concerning and assist in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; (j) investigate the nature and validity of liens asserted against the property of the Debtor, and advise the Debtor concerning the enforceability of said liens; (k) investigate and advise the Debtor concerning, and take such action as may be necessary to collect, income and assets in accordance with applicable law, and the recovery of property for the benefit of the estates of the Debtor; (l) advise and assist the Debtor in connection with any potential property dispositions; (m) advise the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructuring and recharacterizations; (n) assist the Debtor in reviewing, estimating and resolving claims asserted against the estate; (o) commence and conduct litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the chapter 11 estate or otherwise further the goal of completing the successful reorganization of the Debtor; and (p) perform all other legal services for the Debtor which may be necessary and proper in these proceedings. Edwin M. Shorty, Jr., will be paid at these hourly rates: Attorneys $350 Paralegals $85 Edwin M. Shorty, Jr., will also be reimbursed for reasonable out-of-pocket expenses incurred. Edwin M. Shorty, Jr., a partner at Edwin M. Shorty, Jr. & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Edwin M. Shorty, Jr. can be reached at: Edwin M. Shorty, Jr., Esq. EDWIN M. SHORTY, JR. & ASSOCIATES, A.P.L.C. 650 Poydras Street, Suite 2515 New Orleans, LA 70130 Tel: (504) 207-1370 About HMS Real Estate Holding Company HMS Real Estate Holding Company, LLC owns three properties located in Houston, Texas and Christa Drive, Slidell, La., having a total current value of $2.97 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. La. Case No. 24-10565) on March 25, 2024, with $2,970,161 in assets and $1,702,184 in liabilities. Mayor Okoloise, sole member, signed the petition. Edwin M. Shorty, Jr., Esq., at Edwin M. Shorty, Jr. & Associates represents the Debtor as legal counsel. HORNBLOWER HOLDINGS: Creditors' Committee Says Disclosure Deficient ------------------------------------------------------------------- Hornblower Holdings LLC and its Debtor Affiliates submitted an Amended Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Reorganization dated April 16, 2024. Commencing on April 1, 2024 and continuing to April 2, 2024, the Debtors conducted an auction for the sale of certain lake vessel assets of the AQV Debtors. On April 4, 2024, the Debtors identified Mr. John Waggoner as the successful bidder of the lake vessel assets, and Ship Management Group, LLC as the backup bidder. On April 4, 2024, the Bankruptcy Court entered an order approving the Debtors' sale of the river vessel assets of the AQV Debtors to American Cruise Lines, Inc. On April 12, 2024, the Bankruptcy Court entered an order approving the Debtors' sale of the lake vessel assets of the AQV Debtors to Mr. John Waggoner. Argonaut asserts that its obligation to pay the Debtors' customer refund claims is subject and limited to the terms, conditions, and provisions of the Surety Bonds, and that the Debtors have the primary obligation to fund and pay the portion of the customer refund claims that are entitled to priority under Section 507(a)(7) of the Bankruptcy Code as a condition of confirmation of the Debtors' Plan. The Debtors dispute Argonaut's position and its characterization and interpretation of the terms, conditions, and provisions of the Surety Bonds. In the event that the Debtors and Argonaut are unable to timely resolve their disputes and announce a process by which AQV Customers can receive their refund claims from Argonaut and/or the Debtors, as the case may be (Argonaut and the Debtors reserving all rights), the Debtors shall commence an adversary proceeding in the Bankruptcy Cases in advance of the Combined Hearing related to the foregoing (the "AQV Adversary Proceeding"). Any party against whom any adversary proceeding is commenced (including, without limitation, Argonaut) reserves all rights, claims, and defenses, including, without limitation, the right to assert any compulsory and/or permissive counterclaims of any kind or character, and such other rights and claims as may be available to such party under applicable law and procedure against any person, firm, entity or otherwise. Customers who are not named as parties to the AQV Adversary Proceeding shall receive a Notice from the Debtors of the commencement of the AQV Adversary Proceeding, and be provided with an opportunity to be joined as parties to such AQV Adversary Proceeding. The Creditors' Committee is the statutory fiduciary representative of all unsecured creditors. Pursuant to the Plan, unsecured creditors are classified as either Holders of General Unsecured Claims (Class 5) or Unsecured Go-Forward Trade Claims (Class 6). As set forth in more detail and in the letter from the Creditors' Committee included in the Solicitation Packages, the Creditors' Committee does not support the Plan and recommends that unsecured creditors in Class 5 and Class 6 vote to reject the Plan. The Debtors disagree with the positions of the Creditors' Committee as set forth in this Article VII, and reserve all rights and defenses with respect thereto, but have agreed to the inclusion of this Article VII in the Disclosure Statement to resolve the Creditors' Committee's objection to the Court's approval of the Disclosure Statement on a conditional basis. The Debtors recommend that unsecured creditors in Class 5 and Class 6 read the Disclosure Statement in its entirety to understand the Debtors' positions before casting their vote on the Plan. The Disclosure Statement does not describe the nature and extent of the Special Committee's investigation against the Investigation Targets, if and when it will prepare a report and if and when the results will be communicated to unsecured creditors in Classes 5 and 6. Nor is the rationale for Ms. Flaton's conclusions disclosed. Accordingly, unsecured creditors cannot asses the Special Committee's basis for endorsing the Plan and the Releases contained in the Plan. Because unsecured creditors in Classes 5 and 6 do not have enough information to vote in favor of the Plan, the Creditors' Committee strongly recommends that unsecured creditors in Classes 5 and 6 should vote against the Plan. The Plan creates two Classes of unsecured claims: (i) Class 5 General Unsecured Claims and (ii) Class 6 Unsecured Go-Forward Trade Claims. The Plan currently provides that holders of Allowed General Unsecured Claims (Class 5) will receive their pro rata share of the "GUC Pool" which solely consists of $250,000 in cash. No other assets will be available to pay the Claims of General Unsecured Creditors under the Plan. The Debtor's estimate the recovery for Class 5 creditors under the Plan to be .03%,45 which is effectively nothing. Thus, for example, a Class 5 creditor with a $100,000 claim is estimated to recover $30 only. Additionally, Class 5 includes the HB First Lien Deficiency Claims held by Holders of the HB First Liens Claims, but the Disclosure Statement does not provide an estimate of such deficiency claim, a claim that is likely to significantly dilute the recovery to Class 5 creditors. The Plan provides separate treatment for creditors holding Allowed Unsecured Go-Forward Trade Claims (Class 6). The Plan provides that each Class 6 creditor will be paid in cash 70% of its Allowed Claim, up to a cap of $50,000. However, if the Allowed Claim of any Class 6 creditor exceeds the $50,000 cap, the creditor will be treated as a Class 5 creditor, unless such creditor elects to reduce its Allowed Claim to $50,000 (making $35,000 the maximum amount paid to any Class 6 creditor [70% of $50,000]). Additionally, if 70% of the aggregate amount of all Allowed Class 6 claims is greater than $1,300,000, then Class 6 creditors only will receive their pro rata share of $1,300,000. Since the aggregate dollar amount of Allowed Class 6 claims is unknown, it is simply impossible for Class 6 creditors to know what recovery they will be receiving under the Plan. As such, the representation that Class 6 creditors will receive a distribution of 70% is potentially misleading. Under the circumstances, the Creditors' Committee recommends Class 6 creditors vote to REJECT the Plan. Based on these deficiencies, unsecured creditors in Classes 5 and 6 do not have enough information to vote in favor of the Plan, and should vote against the Plan. The Creditors' Committee does not support the Plan and encourages all unsecured creditors in Classes 5 and 6 to vote to "REJECT" the Plan (NOTE: a failure to vote is not considered a "no" vote, and thus unsecured creditors are urged to vote to REJECT the Plan). A full-text copy of the Amended Disclosure Statement dated April 16, 2024 is available at https://urlcurt.com/u?l=f1ljIX from Omni Agent Solutions, Inc., claims agent. Co-Counsel to the Debtors: John F. Higgins, Esq. M. Shane Johnson, Esq. Megan Young-John, Esq. PORTER HEDGES LLP 1000 Main St., 36th Floor Houston, Texas 77002 Tel: (713) 226-6000 Fax: (713) 226-6248 E-mail: jhiggins@porterhedges.com sjohnson@porterhedges.com myoung-john@porterhedges.com - and - Paul M. Basta, Esq. Jacob A. Adlerstein, Esq. Kyle J. Kimpler, Esq. Sarah Harnett, Esq. Neda Davanipour, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 E-mail: pbasta@paulweiss.com jadlerstein@paulweiss.com kkimpler@paulweiss.com sharnett@paulweiss.com ndavanipour@paulweiss.com About Hornblower Holdings Hornblower Holdings, LLC and its affiliates filed Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 24-90061) on Feb. 21, 2024. At the time of the filing, Hornblower reported $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Porter Hedges, LLP and Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsels; Borden Ladner Gervais, LLP as Canadian counsel; Guggenheim Securities, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. Omni Agent Solutions, Inc., is the Debtor's notice and claims agent and administrative advisor. HUDSON 888: Unsecureds to Get Paid in 2 Installments of its Claims ------------------------------------------------------------------ Hudson 888 Owner LLC ("Fee Owner") and Hudson 888 Holdco LLC ("Holdco") submitted a Disclosure Statement for their Chapter 11 Plan of Reorganization. Fee Owner owns a mixed-use real estate project commonly known as the Bloom on Forty-Fifth Condominium, located at 500 West 45th Street (the "Project"), on which construction was completed in 2020 and consists of 92 studio, one-bedroom, two-bedroom, and three-bedroom residential condominium apartments (the "Residential Units") and five commercial condominium units (the "Retail Units"). Holdco is a Delaware limited liability company, with XIN Manhattan Holding LLC as its sole member. Holdco's sole asset is the membership interests it holds in Fee Owner. On Jan. 17, 2024, the New York Attorney General approved the Debtors' amended Offering Plan, providing regulatory approval for the Debtors to resume sales of the Unsold Residential Units. Accordingly, on Jan. 24, 2024, the Debtors filed a motion to authorize the resumption of sales of Residential Units (the "Sales Motion"). On Jan. 30, 2024, the Secured Creditors filed an objection to the Sales Motion. On Jan. 31, 2024, the Court held a hearing on the Sales Motion, and the Debtors and the Secured Creditors were instructed to negotiate a consensual process by which the Debtors could resume sales of the Project's Unsold Residential Units (the "Sales Process"). As they continued their negotiations regarding the Sales Process, on Feb. 6, 2024, the Debtors and the Secured Creditors agreed to a stipulated order authorizing the sale of the Project's unit 723, which was entered by the Court on Feb. 6, 2024. On March 5, 2024, after the Secured Creditors refused to consent to the sale of the Project's unit 329 ("Unit 329") and unit 801 ("Unit 801"), the Debtors filed an emergency motion to sell those two condominium units (the Emergency Sales Motion"). The Court granted the Emergency Sales Motion on March 14, 2014. Subsequently, the Debtors and the Secured Creditors agreed to a Sales Process and submitted to the Court a proposed order on the Sales Motion detailing the same. This Sales Motion order was entered by the Court on March 27, 2024. Under the Plan, Class 4 General Unsecured Claims are impaired. Each holder of an Allowed General Unsecured Claim shall receive (i) Cash equal to 50% of the Allowed amount of such Claim on the later of (a) the Closing Date and (b) the date that is the first Business Day after the date that is 30 calendar days after the date such Claim becomes an Allowed Claim and (ii) Cash equal to the remaining 50% of the Allowed amount of such Claim on or before the later of (y) the last Business Day of the fifth full calendar month following the Closing Date and (z) the first Business Day after the date that is 30 calendar days after the date such Claim becomes an Allowed Claim. Fee Owner is scheduled to close on the sales of Unit 801 and Unit 329 in April or early May 2024. The sales of Unit 801 and Unit 329 are expected to generate combined net proceeds of approximately $3.87 million. Fee Owner further projects the sale of three additional unsold Residential Units by the end of June 2024, which are expected to result in approximately $3.2 million in additional net proceeds. The net proceeds of these Residential Unit sales will be used to pay down the balance of the Senior Secured Debt and related interest owed to Mortgage Debt Holder, in accordance with the Final Order Authorizing Use of Cash Collateral entered by the Court on March 27, 2024, reducing the amount of proceeds needed from the Refinancings. The Debtors have been exploring opportunities to refinance the Retail Units and intend to do so with a new loan by Invictus Real Estate Partners LLC ("Invictus") pursuant to the commitment letter dated April 12, 2024 (the "Retail Refinancing"). The closing of the Retail Refinancing shall take place within 30 days after the Bankruptcy Court enters an order confirming the Plan; provided, however, that the closing must occur no later than July 15, 2024. The Retail Refinancing loan amount is not to exceed the lesser of (i) $30,000,000 or (ii) 75% loan-to-value ("LTV"), as determined by Invictus. The net proceeds of the Retail Refinancing are expected to be approximately $25.44 million. In connection with the Retail Refinancing, Fee Owner will transfer its interest in the Retail Units to a to-be-formed affiliate, Hudson 888 Owner Retail LLC ("Retail Owner"), in which Hudson 888 Retail Holdco LLC will be the sole member. Invictus will make the Retail Refinancing loan to Hudson 888 Retail LLC in exchange for a mortgage and security interest in the Retail Units and a pledge of the equity interests in Retail Owner. The net proceeds of the Retail Refinancing will be used to pay holders of Allowed Senior Secured Claims and Allowed Mechanic's Lien Claims, with any balance paid to holders of Allowed Mezz Secured Claims. The Debtors have also been exploring opportunities to refinance Fee Owner's interest in the Residential Units and intend to do so with a new loan by Invictus pursuant to the commitment letter dated April 12, 2024 (the "Residential Refinancing," and together with the Retail Refinancing, the "Refinancings"). The closing of the Residential Refinancing shall take place within 30 days after the Bankruptcy Court enters an order confirming the Plan; provided, however, that the closing must occur no later than July 15, 2024. The Residential Refinancing loan amount is not to exceed the lesser of (i) $49,000,000 or (ii) $1,050/ft of the unsold Residential Unit inventory as of the date of closing, plus approximately $5 million for a pledge of the equity in Retail Owner or $7 million if Invictus also provides mortgage financing for the Retail Units. The net proceeds of the Residential Refinancing are expected to be approximately $40.5 million. The net proceeds of Residential Refinancing will be used to pay holders of Allowed Senior Secured Claims and Allowed Mechanic's Lien Claims, with the balance paid to holders of Allowed Mezz Secured Claims. On the Closing Date, in connection with the closing of the Refinancings, the Debtors shall use approximately $1.1 million from the projected balance of Fee Owner's Cash Management Account to pay down the Allowed Mezz Secured Claims. Attorneys for the Debtors: Stephen B. Selbst, Esq. Robert D. Gordon, Esq. Nicholas G.O. Veliky, Esq. HERRICK, FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Tel: (212) 592-1400 Fax: (212) 592-1500 A copy of the Plan of Reorganization dated April 12, 2024, is available at https://tinyurl.ph/pVaZy from PacerMonitor.com. About Hudson 888 Owner LLC Hudson 888 Owner LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Sec. 101(51B)). The Debtor sought protection under Chapter 11 U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10021) on Jan. 7, 2024. In the petition signed by Sheng Zhang, chairman and CEO, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Michael E. Wiles oversees the case. Stephen B. Selbst, Esq., at Herrick Feinstein LLP, is the Debtor's legal counsel. HULL ORGANIZATION: Seeks to Hire PRG Commercial Property as Broker ------------------------------------------------------------------ Hull Organization, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ PRG Commercial Property Advisors as broker for the sale of real property and improvements commonly identified as Suites 9 and 10 in the Crossings Business Center 1902 Campus Place, Louisville, Jefferson County, Kentucky. The firm will be paid a commission of 6 percent of the sales price for each properties. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jennifer Johnston PRG Commercial Property Advisors 1757 Frankfort Ave Suite 102 Louisville, KY 40206 Phone: (502) 365-3840 Email: pinnacle@prgproperty.com About Hull Organization, LLC Hull Organization, LLC is primarily engaged in renting and leasing real estate properties. The Debtor filed Chapter 11 petition (Bankr. W.D. Ky. Case No. 23-32983) on Dec. 13, 2023, with $1 million to $10 million in both assets and liabilities. Robert E. Hull, member, signed the petition. Judge Alan C. Stout oversees the case. Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP represents the Debtor as legal counsel. HUMANIGEN INC: Seeks Interim Approval of Disclosure Statement ------------------------------------------------------------- Humanigen, Inc., submitted a motion for entry of an order granting interim approval of the adequacy of Disclosures in the Combined Plan and Disclosure Statement and granting related relief. A summary of the key dates the Debtor seeks to establish, subject to the Court's availability, are as follows: Objection Deadline for Conditional Approval of the Disclosure Statement will be on Friday, April 26, 2024. Hearing on Conditional Approval of the Disclosure Statement will be on May 3, 2024 (if necessary), subject to the Court's availability. Voting Record Date will be the date of entry of an order granting conditional approval of the Disclosure Statement (the "Proposed Order"). Deadline to Mail Solicitation Packages / Solicitation Commences will be 5 business days after entry of the Proposed Order Deadline for Parties to File Rule 3018 Motions will be 14 days after entry of the Proposed Order. Deadline for Parties to Respond to Rule 3018 Motions will be 21 days after entry of the Proposed Order. Deadline to File Plan Supplement will be 7 days prior to the Voting Deadline. Voting Deadline will be by 4:00 p.m. (ET) 7 days prior to the Combined Hearing. Deadline to file and serve Objections to Combined Plan and Disclosure Statement Confirmation and/or final approval of the adequacy of the Disclosures will be by 4:00 p.m. (ET) 7 days prior to the Combined Hearing. Deadline to file Voting Tabulation Affidavit, Reply to any Objections, Confirmation Brief, and other declarations or documents in support of the Combined Plan and Disclosure Statement will be by 12:00 p.m. (ET) 2 business days prior to the Combined Hearing, Combined Hearing on final approval of Disclosures and Confirmation of the Combined Plan and Disclosure Statement will be on June 10, 2024, subject to the Court's Availability. Here, the Disclosures contain ample information to allow well-informed judgments on the Combined Plan and Disclosure Statement. Specifically, the Disclosures contain detailed information with respect to: (a) the Debtor's business and prepetition capital structure; (b) the relevant events and circumstances preceding this Chapter 11 Case; (c) the major events during the administration of this Chapter 11 Case; (d) the key terms of the Combined Plan and Disclosure Statement; (e) estimates of the anticipated distributions to be received by holders of allowed claims; (f) the feasibility of the Combined Plan and Disclosure Statement; (g) a summary of the hypothetical liquidation under chapter 7 of the Bankruptcy Code; (h) risk factors that may affect the Combined Plan and Disclosure Statement; and (i) the existence of federal tax consequences of the Combined Plan and Disclosure Statement for which creditors should seek independent counsel. Thus, the Debtor submits that the Disclosures contain "adequate information" within the meaning of section 1125 of the Bankruptcy Code. Accordingly, the Court should authorize the Debtor to use the Combined Plan and Disclosure Statement during the solicitation period, subject to objections, and approve the Disclosures on a final basis at the Combined Hearing. The Solicitation Procedures provide for solicitation of the Combined Plan and Disclosure Statement in accordance with Local Rule 3017-2 and ensure that creditors and parties in interest will have sufficient time to review the Combined Plan and Disclosure Statement and file objections thereto in advance of the Combined Hearing. The Debtor will consider all requests to make reasonable changes to the Combined Plan and Disclosure Statement in advance of the hearing on this Motion. Counsel for the Debtor: M. Blake Cleary, Esq. Aaron H. Stulman, Esq. Brett M. Haywood, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Fl. Wilmington, DE 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 E-mail: bcleary@potteranderson.com astulman@potteranderson.com bhaywood@potteranderson.com A copy of the Motion dated April 12, 2024, is available at https://tinyurl.ph/TAasm from PacerMonitor.com. About Humanigen Inc. Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN) -- http://www.humanigen.com/-- is a clinical stage biopharmaceutical company, developing its portfolio of proprietary Humaneered anti-inflammatory immunology and immuno-oncology monoclonal antibodies. Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen's proprietary, patented Humaneered technology platform is a method for converting existing antibodies (typically murine) into engineered, high-affinity human antibodies designed for therapeutic use, particularly with acute and chronic conditions. The company has developed or in-licensed targets or research antibodies, typically from academic institutions, and then applied its Humaneered technology to optimize them. Its lead product candidate, lenzilumab, and its other product candidate, ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Humanigen filed a Chapter 11 petition (Bankr. D. Del. Case No. 24-10003) on Jan. 3, 2024, with assets of $521,000 and liabilities of $44,131,000. Ronald Barliant, independent director, signed the petition. Judge Brendan Linehan Shannon oversees the case. Potter Anderson & Corroon, LLP and SC&H Group, Inc., serve as the Debtor's bankruptcy counsel and investment banker, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Kilpatrick Townsend & Stockton, LLP and Womble Bond Dickinson (US), LLP as legal counsels, and Dundon Advisers, LLC as financial advisor. HUMANIGEN INC: Unsecureds Owed $44M to Get 0.39% to 19.25% in Plan ------------------------------------------------------------------ Humanigen, Inc., submitted a Combined Chapter 11 Plan of Liquidation and Disclosure Statement. The Combined Plan and Disclosure Statement constitutes a liquidating chapter 11 plan for the Debtor and provides for the Distribution of the Debtor's assets already liquidated or to be liquidated over time to the Holders of Allowed Claims or Interests in accordance with the terms of the Combined Plan and Disclosure Statement and the priority of claims provisions of the Bankruptcy Code. The Combined Plan and Disclosure Statement provides that, upon the Effective Date, the Liquidating Trust Assets will be transferred to the Liquidating Trust and the Debtor may be dissolved thereafter. The Liquidating Trust Assets will be administered, liquidated, and distributed as soon as practicable pursuant to the terms of the Combined Plan and Disclosure Statement and Liquidating Trust Agreement. The Debtor filed the Chapter 11 case to continue the process of marketing and selling substantially all of the Debtor's assets. To that end, on the Petition Date, the Debtor filed the Motion of Debtor for Entry of (I) an Order (A) Approving Bid Procedures in Connection with the Potential Sale of Substantially all of the Debtor's Assets, (B) Scheduling an Auction and a Sale Hearing, (C) Approving the Form and Manner of Notice Thereof, (D) Authorizing the Debtor to Enter into the Stalking Horse Agreement, (E) Approving Procedures for the Assumption and Assignment of Contracts and Leases, and (F) Granting Related Relief; and (II) an Order (A) Approving the Sale of Substantially all of the Debtor's Assets Free and Clear of all Liens, Claims, Encumbrances, and Interests, (B) Authorizing the Assumption and Assignment of Contracts and Leases, and (C) Granting Related Relief. After the Petition Date, SC&H continued marketing the Debtor's Assets and soliciting interest from prospective purchasers. No other bids for substantially all of the Debtor's Assets were submitted by the Bid Deadline. On Feb. 13, 2024, the Creditors' Committee filed the Objection of the Official Committee of Unsecured Creditors to Proposed Sale of Substantially all of the Debtor's Assets to the Stalking Horse Bidder. To resolve the objections asserted therein, the Debtor, the Creditors' Committee, and the Purchaser agreed to certain amendments of the terms of the Sale and the APA, and agreed to such amendments as described on the record at the hearing before the Bankruptcy Court held on Feb. 14, 2024. On Feb. 17, 2024, the Bankruptcy Court entered the Sale Order, whereby the Bankruptcy Court authorized the Debtor to, enter into the APA with the Purchaser for the sale of the Acquired Assets. The Sale closed on Feb. 20, 2024. Under the Plan, Class 3 – General Unsecured Claims totaling $44,100,000 will recover 0.39% to 19.25% of their claims. Each holder of an allowed general unsecured claim will receive its pro rata share of the Liquidating Trust Proceeds. Class 3 is impaired. "Liquidating Trust Proceeds" means all proceeds, and other receipts of, from, or attributable to the Liquidating Trust Assets after payment of fees, expenses, charges, or other incurrences of the Liquidating Trust. Counsel for the Debtor: M. Blake Cleary, Esq. Aaron H. Stulman, Esq. Brett M. Haywood, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 E-mail: bcleary@potteranderson.com astulman@potteranderson.com bhaywood@potteranderson.com A copy of the Plan of Liquidation and Disclosure Statement dated April 12, 2024, is available at https://tinyurl.ph/bakUk from PacerMonitor.com. About Humanigen Inc. Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN) -- www.humanigen.com -- is a clinical stage biopharmaceutical company, developing its portfolio of proprietary Humaneered anti-inflammatory immunology and immuno-oncology monoclonal antibodies. Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen's proprietary, patented Humaneered technology platform is a method for converting existing antibodies (typically murine) into engineered, high-affinity human antibodies designed for therapeutic use, particularly with acute and chronic conditions. The company has developed or in-licensed targets or research antibodies, typically from academic institutions, and then applied its Humaneered technology to optimize them. Its lead product candidate, lenzilumab, and its other product candidate, ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Humanigen filed Chapter 11 petition (Bankr. D. Del. Case No. 24-10003) on Jan. 3, 2024, with assets of $521,000 and liabilities of $44,131,000. Ronald Barliant, independent director, signed the petition. Judge Brendan Linehan Shannon oversees the case. Potter Anderson & Corroon, LLP and SC&H Group, Inc. serve as the Debtor's bankruptcy counsel and investment banker, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The Committee tapped Kilpatrick Townsend & Stockton, LLP and Womble Bond Dickinson (US), LLP, as legal counsels, and Dundon Advisers, LLC as financial advisor. HUSKY TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms 'B-' ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Husky Technologies Ltd. to stable from negative and affirmed its ratings, including the 'B-' issuer credit rating. S&P said, "The stable outlook reflects our expectation that Husky will generate an adjusted-debt-to-EBITDA ratio of 8x-9x and adjusted funds from operations (FFO) cash interest coverage in the mid-1x area over the next two years, with positive and improving free operating cash flow (FOCF)." Husky Technologies Ltd. recently closed its previously announced refinancing plan, that included the issuance of a $1.75 billion term loan B, $1 billion senior secured notes, an upsized revolver of $273 million, and $370 million of convertible payment-in-kind (PIK) preferred equity. S&P said, "We revised the outlook to stable from negative primarily because Husky pushed out its debt maturity profile, and improved earnings and cash flow prospects. Husky's recent issuance of a $1.75 billion term loan B, $1 billion senior secured notes, and $370 million of convertible PIK preferred equity push its nearest maturity to 2029 from 2025. Additionally, we assume the transaction will modestly reduce cash interest payments, scheduled annual debt amortization, and exposure to fluctuations in short-term interest rates. In our view, the longer-dated maturity profile meaningfully reduces refinancing risk and the likelihood that we would view the company's capital structure as unsustainable. "We anticipate supply chain disruptions and manufacturing delays that caused underperformance in 2022 have for the most part subsided and should support relatively stable and improving EBITDA margins over the next two years. We expect revenue growth to moderate, in line with S&P Ratings Economics' forecasts for real GDP growth of 1%-2.5% in 2024 and 2025 in the U.S. and Canada. Despite slower growth, we assume EBITDA margins will recover to the mid-20% area in 2024 from about 20% in 2022, driven by supply chain improvements, price increases over the past couple of years, and a revenue mix shift to higher margin after-market services. We assume these higher margins will contribute to stronger credit metrics in line with our previous expectations, including adjusted debt to EBITDA of about 8.5x and FFO cash interest coverage in the mid-1x area in 2024 and 2025. "The rating continues to reflect Husky's leading position in the polyethylene terephthalate (PET) beverage packaging molding industry, while acknowledging its high leverage and interest burden. Husky is one of the largest injection molding systems providers in the world, with a leading share in PET beverage packaging applications, which represent most of the company's revenue. Husky also benefits from customer and geographic diversity through its global network of production facilities and sales and service offices, with a strong PET market share and brand recognition. "Our rating also reflects our view that the company has limited product diversity, with all revenue derived from plastics injection molding equipment and servicing. We also note that Husky has a smaller revenue base than other rated global capital goods companies. In addition, Husky remains exposed to the broader highly competitive global plastics technology industry in our view. High debt and an aggressive financial policy that contributes to our expectation for adjusted debt to EBITDA above 8x, low FOCF generation, and weak interest coverage ratios also constrain the rating. "The stable outlook reflects S&P Global Ratings' expectation that Husky will generate an adjusted-debt-to-EBITDA ratio of 8x-9x and adjusted FFO cash interest coverage in the mid-1x area over the next two years, with positive and improving FOCF. We assume Husky's EBITDA margins will modestly improve as the company expands its higher-margin aftermarket business and reduces its business transformation costs, increasing operating cash flow and EBITDA. "We could lower our ratings on Husky within the next 12 months if we no longer consider the company's capital structure sustainable. In this scenario, we could expect FFO cash interest coverage to remain in the low-1x area, FOCF insufficient to cover debt amortization, or a meaningful deterioration in liquidity. In our view, this could result from slower than expected demand, potentially due to an adverse shift in consumer behavior or operating inefficiencies that meaningfully weaken cash flow. "We could raise our ratings on Husky within the next 12 months if the company generates stronger-than-expected EBITDA growth and profitability while reducing debt, leading to an adjusted debt-to-EBITDA ratio approaching 7x and FFO cash interest coverage toward 2x. In this scenario, we would likely expect the company to pursue a financial policy that is more conservative than we currently view it." IRWIN SABLONSKY: WM Capital to Hold Foreclosure Sale on May 15 -------------------------------------------------------------- WM Capital Partners 82 LLC and its successors and assigns ("secured party") will hold a public foreclosure sale on May 15, 2024, at 3:00 p.m. Eastern Time in person at the offices of Cole Schotz PC, 25 Main Street, Hackensack, New Jersey and virtually via online video conference, pursuant to Section 9-610 of the Uniform Commercial Code as enacted in the State of New Jersey, to sell to the highest qualified bidder all of the right, title and interest or Irwin Sablonsky and Frank Valvano, Jr. ("pledgor") in the following collateral: a) 50 shares of stock in New Loan Co. - Wm. S. Rich & Son Inc. pledged to secured party by Irwin Sablonsky pursuant to pledged; b) 31.6675 shares of stock in New Loan Co. - Wm. S. Rich & Son Inc. pledged to secured party by Frank Valvano Jr. pursuant to the pledged; c) all cash, securities, dividends, increases, distributions and profits received therefrom or in connection therewith, including distributions or payments in partial or complete liquidation or redemption, or as a result of reclassification, readjustments, reorganizations, stock splits, or otherwise distributed or delivered, and all rights and privileges pertaining thereto; and d) all products and proceeds of the foregoing and all general intangibles and contract rights related thereto, including without limitation, all revenues, distributions, dividends, property, registration rights, contracts rights, and other rights and interests that pledgor is or may thereafter become, entitled to receive on account of any collateral described herein. The collateral is pledged to secure the consent judgment with an aggregate unpaid balance amount of $13,020,246 as of March 26, 2024 and the amounts due under the WM consolidated note with an aggregate unpaid balance amount of $2,523,653 as of March 26, 2024. The sales are being held to enforce the rights of secured party under (a) certain forbearance agreement, dated Aug. 7, 2020, between Santander Bank NA ("Prior Lender") and New Loan Co. - Wm. S. Rich & Son, Inc. ("Company" or "Borrower"), Irwin Sablonsky, Estate of Frank Valvano, Sr. by Dana Sullivan, Executrix ("Estate"), Frank Valvano Jr. ("Frank") ("collectively, "Judgment Debtors"), as amended by the first amendment to forbearance agreement dated Jan. 8, 2021, between WM Capital Partners 82 LLC ("lender") and Judgment Debtors, as further amended by the second amendment to forbearance agreement dated March 2, 2021, between lender and judgment Debtors, as further amended and restated by the amended and restated forbearance agreement, dated Aug. 11, 2021, between Lender and Judgment Creditors, as further amended by the first amendment to amended and restated forbearance agreement, dated Sept. 14, 2022, between lender and judgment creditors ("forbearance agreement"); (b) that certain stock pledge agreement dated Jan. 8, 2021 ("pledge"), between Irwin Sablonsky ("Irwin") and Frank Valvano Jr. ("Frank"), New Loan Co. - Wm. S. Rich &* Son Inc. ("Company") and WM Capital Partners 82 LLC ("secured party"); and (c) that certain consolidated secured promissory noted dated Sept. 14, 2022, given by New Loan Co. - Wm. S. Rich & Son Inc. ("borrower") to WM Capital Partners LLC ("Lender") in the amount of $2,571,217.03 ("WM Consolidated Note"). The public sale will be conducted by Mannion Auctions LLC by Matthew D. Mannion. Any parties interested in further information about the collateral, the exact location of the sale and link to the sales, requirements to be a qualified bidder and the terms of public sale must contact Jim Barr Coleman (+1 (212) 584-6173; Email: jimbarr@wmcapitalpartners.com). ISLAND BREEZE: May 22 Plan Confirmation Hearing Set --------------------------------------------------- Judge David M. Warren has entered an order that the disclosure statement of Island Breeze Grill, Inc., is conditionally approved. May 15, 2024, is fixed as the last day for filing and serving written objections to the disclosure statement. The hearing on confirmation of the Plan is scheduled on Wednesday, May 22, 2024 at 11:00 a.m. in 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27601 May 15, 2024, is fixed as the last day for filing written acceptances or rejections of the plan. May 15, 2024, is fixed as the last day for filing and serving written objections to confirmation of the plan. A copy of the Order dated April 12, 2024, is available at https://tinyurl.ph/uZRbC from PacerMonitor.com. About Island Breeze Grill Island Breeze Grill, Inc., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-00258) on Jan. 26, 2024, listing under $1 million in both assets and liabilities. Judge David M. Warren oversees the case. The Debtor tapped John G. Rhyne, Esq., as legal counsel and Dwayne Dowden at Action Tax Relief as tax advisor. JAGUAR HEALTH: Registers Offering, Resale of Securities ------------------------------------------------------- Jaguar Health, Inc. filed with the U.S. Securities and Exchange Commission its Form S-3 relating to: * the offering, issuance and sale by the Company of up to $75,000,000 of its common stock, preferred stock, warrants, subscriptions rights, and/or units; and * the resale by the selling stockholder of up to 16,666,666 shares of its common stock. The Company may sell from time to time one or more offerings up to a total public offering price of $75,000,000 on terms to be determined at the time of sale, which securities may be sold either individually or in units consisting of two or more of the foregoing classes of securities. These securities may be offered and sold in the same offering or in separate offerings, directly to purchasers, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods. Accordingly, the selling stockholder, Gen Ilac Ve Saglik Urunleri Sanayi Ve Ticaret, Anonim Sirketi (A.S.), is offering on a resale basis from time to time an aggregate of up to 16,666,666 shares of voting common stock, par value $0.0001 per share, of the Company. Jaguar is not selling any shares of common stock under the prospectus and will not receive any of the proceeds from the sale by the Selling Stockholder of the Shares. The Selling Stockholder or its pledgees, assignees or successors in interest may sell or otherwise dispose of the Shares covered by this prospectus in a number of different ways and at varying prices A full-text copy of the prospectus is available at https://tinyurl.com/4yxxrm8m About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Larkspur, California-based RBSM, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JRGC LLC: Creditors Say Disclosures Merely Speculative ------------------------------------------------------ Unsecured creditors Scott Seckinger and Michael Molinari object to the Debtor's Disclosure Statement filed by Debtor, JRGC LLC. As of the date of the Creditors' proof of claims, the Debtor owes $324,246 to Seckinger and $324,908 to Molinari, totaling $649,154, exclusive of postpetition interest and attorneys' fees and costs Creditors point out that the Debtor is seemingly over-securitized with enough collateral to satisfy all secured and unsecured creditors in this action, including Creditors Seckinger and Molinari. Yet, Debtor refuses to commit to a feasible plan to liquidate its collateral in order to satisfy its overwhelming debts. Creditors further point out that the Debtor relies on a bridge loan from Invictum Capital, LLC, to refinance some of its loans ("IC Loan"). Notably, the IC Loan is insufficient to satisfy all of Debtor's debts, including the Creditors' claims. Creditors assert that the Debtor's Disclosure Statement is merely speculative, unfeasible, not particularly specific, and illusory on its face. Among other missing adequate information, Debtor has failed to provide the following material information: (i) explain how Debtor intends to pay its creditors in this action, (ii) what efforts Debtor has taken to market its property for sale, (iii) how Debtor intends to take on new debt in order to pay old debt (which is the cause of the filing of this action) without a likelihood of default, (iv) identify the sources of refinancing and/or funding, including the terms of such funding, and, (v) anticipated timeline for listing, marketing, securing buyers, closing, and liquidating its collateral in order to pay the creditors, including how long after closing the Creditors will be paid. See 11 U.S.C. Sec. 1125(a)(1). According to Creditors, both the Plan and the Disclosure Statement fail to provide any meaningful detail as to exactly how Debtor will repay the Creditors. Debtor alludes to a hopeful future sale of the collateral, refinance, and/or sale of Debtor's equity, but fails to identify any prospective purchaser, sale values, liquidation plan, listing details, real estate broker, or other pertinent information or viable strategy to accomplish such vague goals. Attorneys for Creditors Scott Seckinger and Michael Molinari: Jessica S. Mazariego, Esq. PASKERT DIVERS THOMPSON 100 N. Tampa Street, Suite 3700 Tampa, FL 33602 Tel: (813) 229-3500 E-mail: jmazariego@pdtlegal.com malbarracin@pdtlegal.com A copy of the Objection Case dated April 12, 2024, is available at https://tinyurl.ph/VvEjT from PacerMonitor.com. About JRGC LLC JRGC, LLC, a company in Tampa, Fla., owns multiple properties having an aggregate value of $18.3 million. JRGC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04975) on Nov. 2, 2023, with $18,300,202 in assets and $9,714,612 in liabilities. Jordan Ruben, managing member, signed the petition. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is the Debtor's legal counsel. JRGC LLC: US Trustee Says Disclosures Inadequate ------------------------------------------------ Mary Ida Townson, United States Trustee for Region 21, objects to the Disclosure Statement of JRGC, LLC, filed March 6, 2024. The United States Trustee points out that the Disclosure Statement fails to provide, as adequate information, (i) how it will pay its current creditors in addition to taking on new debt; (ii) its failure to file 2022 and 2023 corporate tax returns which can result in additional priority tax debt; (ii) information on professionals it has paid during the pendency of this case; (iii) what efforts, if any, the Debtor has done to attempt to market its real property; (iv) the source(s) of any capital infusion received or to be received in anticipation of confirmation; and (v) its failure to pay quarterly fees. A copy of the Objection dated April 12, 2024, is available at https://tinyurl.ph/NQXSz from PacerMonitor.com. About JRGC LLC JRGC, LLC, a company in Tampa, Fla., owns multiple properties having an aggregate value of $18.3 million. JRGC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04975) on Nov. 2, 2023, with $18,300,202 in assets and $9,714,612 in liabilities. Jordan Ruben, managing member, signed the petition. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is the Debtor's legal counsel. KB CUSTOM: Seeks to Hire Hayward as General Bankruptcy Counsel -------------------------------------------------------------- KB Custom Pools, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Hayward PLLC as its general bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; (b) advise the Debtor of its responsibilities under the Bankruptcy Code and assist with such; (c) prepare and file the voluntary petition and other paperwork necessary to commence this proceeding; (d) assist the Debtor in preparing and filing the required schedules, statement of affairs, monthly financial reports, and any amendments thereto; (e) assist the Debtor in preparing the Initial Debtors Report and other documents required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this court and the administrative procedures of the Office of the United States Trustee; (f) represent the Debtor in connection with adversary proceedings and other contested and uncontested matters, both in this court and in other courts of competent jurisdiction; (g) represent the Debtor in the negotiation and documentation of any sales or refinancing of property of the estate, and in obtaining the necessary approvals of such sales or refinancing by this court; and (h) assist the Debtor in the formulation of a plan of reorganization and disclosure statement, and in taking the necessary steps in this court to obtain approval of such disclosure statement and confirmation of such plan of reorganization. The hourly rates of the firm's counsel and staffs are as follows: Todd Headden $350 Other Attorneys $300 - $500 Paralegals $150 - $195 Legal Assistant $95 The firm received a retainer of $30,000 from the Debtor. Todd Headden, Esq., an attorney at Hayward, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Todd Headden, Esq. Hayward PLLC 7600 Burnet Road, Suite 530 Austin, TX 78757 Telephone: (737) 881-7100 Email: theadden@haywardfirm.com About KB Custom Pools KB Custom Pools, LLC is pool builder specializing in custom pools, spas, landscapes, and complete outdoor environments. KB Custom Pools filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10309) on Mar. 25, 2024. In the petition signed by George Barnett, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Christopher G. Bradley oversees the case. Todd Headden, Esq., at Hayward PLLC represents the Debtor as counsel. KENNETH THOMPSON: Court Approves Disclosures & Confirms Plan ------------------------------------------------------------ Judge Cecelia G. Morris has entered an order that the Amended Disclosure Statement of Kenneth Thompson, LLC, dated and filed on Jan. 31, 2024, is approved. The Amended Chapter 11 Plan filed by the Debtor on Jan. 31, 2024, is confirmed. The Debtor pay to the United States Trustee the appropriate sum required pursuant to 28 U.S.C. Sec. 1930(a)(6) on the Effective Date of the Plan and continue to make timely payments to the U.S. Trustee pursuant to 28 U.S.C. Sec. 1930(a)(6) for all periods up to the date the case is converted, dismissed, or closed by Court Order. A copy of the Order dated April 12, 2024, is available at https://tinyurl.ph/KIzqG from PacerMonitor.com. About Kenneth Thompson Kenneth Thompson, LLC, owns three acre mixed-use (retail) parcel located at 208 Route 44, Millerton, New York, consisting of a 23K square foot building, 2 stories (75' x 200')7 rentable spaces valued at $1.14 million in the aggregate. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-36025) on Dec. 13, 2023. In the petition signed by Kenneth Thompson, managing member, the Debtor disclosed $1,195,989 in assets and $389,584 in liabilities. Judge Cecelia G. Morris oversees the case. Michelle L. Trier, Esq., at Genova, Malin & Trier, LLP, is the Debtor's legal counsel. KEVIN CONCANNON: Unsecureds Will Get 25% of Claims over 3 Years --------------------------------------------------------------- Kevin Concannon, LLC, d/b/a Lifeline Pharmacy, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for Chapter 11 Plan dated April 16, 2024. The Debtor is a specialty pharmacy located in Edinburg, Texas, incorporated as an Arizona limited liability company. Kevin H. Concannon, domiciled in Arizona, is the Debtor's manager. The Debtor entered into an Asset Purchase Agreement to purchase the assets of the pharmacy from LP 1 (together with all amendments, the "APA") on October 31, 2022 (the "Closing Date" and the transaction, the "Sale"). The Sale was an asset sale between LP 1 and the Debtor. The Debtor contends there was fraud in connection with the Sale, but the LP 1 Parties vigorously dispute there was any such fraud, and instead claim that the Debtor did not do adequate due diligence in connection with the Sale or adequately capitalize the Debtor. Prior to the Petition Date, the Debtor faced certain financial and other challenges, including disputes with the prior owner, which led the Debtor to commence the Chapter 11 Case. The Plan provides, inter alia, for a restructuring of the Debtor's balance sheet pursuant to which holders of Claims will receive the treatment described in Section III(A). The Plan will strengthen the Debtor by substantially reducing its debt and preserving its key relationship with its critical vendor, McKesson. Specifically, the proposed restructuring under the Plan provides for, among other things: * 100% recovery to the DIP Lender by conversion of the DIP Facility to exit financing with the same terms and super priority lien as of the Effective Date of the Plan * Resolution of all disputes with McKesson and the LP 1 Parties pursuant to the terms of the Settlement Agreement attached to the Plan; * Payment by the LP 1 Parties to the Debtor of $510,000 and payment to the Debtor by the Thiru Parties (defined in the Plan and Settlement Agreement) of $490,000 in exchange for releases from the Debtor and McKesson; * Payment in full of McKesson's Allowed Secured Claim over a four-year period; * 25% payment on the Allowed MCA Lenders' Claims and Allowed General Unsecured Claims over a three-year period; * Payment in full of all Professional Fees, other Administrative Expenses and United States Trustee fees; * Resolution of all claims and disputes with the LP 1 Parties and McKesson; and * A comprehensive reorganization that ensures the continuation of the Debtor's business as a going concern that maximizes value for all Creditors and other parties in interest. In addition, in connection with the need to continue to obtain capital to fund the Debtor's exit from Chapter 11 and ongoing operations post-emergence, the Debtor will continue its relationship with the DIP Lender to allow the Debtor to continue drawing from the Alleon Credit Facility on an as-needed basis post-confirmation. The amount the Debtor will need to draw on the Alleon Credit Facility post-confirmation is reflected in the Projections. Class 6 consists of the General Unsecured Claims and shall include the Newtek Claims and MCA Lender Claims, but only to the extent Allowed. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a less favorable treatment of such Claim, each such Holder shall receive, in full and final satisfaction, settlement, release, and discharge of such Claim, quarterly distributions over a three-year period beginning with the later of (1) the quarter ending September 30, 2024, or (2) 90 days after the Effective Date , until the Holder of such Allowed General Unsecured Claim receives a total of 25% of its Allowed General Unsecured Claim in full and final satisfaction of such Holder's General Unsecured Claim. Class 7 consists of the membership Interests in the Debtor. The Holders of the Debtor's membership Interests shall retain those Interests in the Reorganized Debtor on and after the Effective Date. Based upon the Financial Projections, the Debtor believes it will have sufficient resources to make all payments required pursuant to the Plan and that confirmation of the Plan is not likely to be followed by liquidation or the need for further reorganization. The material terms of the Settlement Agreement between the Debtor, McKesson, the LP 1 Parties, the Thiru Parties (defined in the Plan and Settlement Agreement) and Kevin and Sarah Concannon are as follows: * The Debtor shall receive a total of $1,000,000 (the "Settlement Payment"), payable as follows: (a) $490,000 from the Thiru Parties to be deposited in Neligan LLP's client IOLTA account at least 21 days prior to the scheduled date for the hearing on confirmation of the Debtor's Plan of Reorganization, and (b) $510,000.00 from the LP 1 Parties to be deposited in Neligan LLP's client IOLTA account on the Effective Date, which is the date that the orders entered by the Bankruptcy Court approving this Settlement Agreement and the Debtor's Plan of Reorganization becoming final and nonappealable (the "Effective Date"). Upon the occurrence of the Effective Date, Neligan LLP shall be authorized and directed to release the Settlement Payment from its client IOLTA account to McKesson; * On or before 5 business days after the occurrence of the Effective Date, (a) Neligan LLP shall pay the Settlement Payment held in its client IOLTA account to McKesson to be applied towards the McKesson Claim in accordance with wire instructions or other payment instructions to be provided by McKesson to Neligan LLP in sufficient time for Neligan LLP to make the payment by the required date; (b) Ahmed, at the sole election of McKesson, shall file a UCC-3 Termination Statement or assign the Seller's Lien to McKesson; and (c) the LP 1 Parties' Claims shall be deemed disallowed in their entirety and the LP 1 Parties shall not assert or have any further claims against any of the other Parties to the Settlement Agreement, other than the Thiru Parties; * Upon the Effective Date, McKesson's Claim becomes a first priority secured claim against the Debtor and Reorganized Debtor, without the need for any further recordation or perfection, to be paid in full under the Plan as follows: -- The $1,000,000 Settlement Payment shall be paid to McKesson from the Neligan LLP client IOLTA account within 5 business days of the Effective Date; -- $700,000 shall be paid by the Debtor or Reorganized Debtor on or before the one-year anniversary of the Effective Date; and -- $6,497,608.10 of McKesson's remaining secured claim shall be paid by the Debtor or the Reorganized Debtor as follows: (i) $350,000 quarterly for 12 quarters commencing on or before September 30, 2024; (ii) $400,000 on or before October 1, 2026; and (iii) the balance payable at $475,000 per quarter commencing on or before September 30, 2027 until paid in full. A full-text copy of the Disclosure Statement dated April 16, 2024 is available at https://urlcurt.com/u?l=6AcB4q from PacerMonitor.com at no charge. Kevin Concannon, LLC is represented by: Patrick J. Neligan, Jr., Esq. Douglas J. Buncher, Esq. Neligan LLP 4851 LBJ Freeway, Suite 700 Dallas, TX 75244 Telephone: (214) 840-5300 Email: pneligan@neliganlaw.com dbuncher@neliganlaw.com - and - Robert L. Rattet, Esq. James B. Glucksman, Esq. John D. Molino, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 Telephone: (914) 381-7400 Email: rlr@dhclegal.com jbg@dhclegal.com jdm@dhclegal.com About Kevin Concannon LLC d/b/a Lifeline Pharmacy Kevin Concannon, LLC is a locally owned pharmacy serving the Edinburg, McAllen, Mission, San Juan, Alamo, Elsa, Alton, Weslaco, Pharr, Hidalgo, Mercedes, Donna, Palmview, La Joya, Penrtas, Palmhurst and the surrounding areas. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90759) on Aug. 2, 2023. In the petition signed by Kevin Concannon, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. Patrick J. Neligan Jr., Esq., at Neligan LLP, is the Debtor's legal counsel. KIDSWELL GROUP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: The Kidwell Group LLC d/b/a Air Quality Assessors of Florida 941 W. Morse Blvd. Suite 100 Winter Park, FL 32789 Chapter 11 Petition Date: April 25, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-02024 Judge: Hon. Lori V. Vaughan Debtor's Counsel: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 E-mail: jluna@lathamluna.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard L. Kidwell as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/M5UBU2A/The_Kidwell_Group_LLC__flmbke-24-02024__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. AFCO $39,342 PO Box 371889 Pittsburgh, PA 15250 2. American Integrity Insurance $18,750 5326 Bay Center Drive Suite 600 Tampa, FL 33609 3. Avion Insurance $16,714 Agency Inc. 1307 S. International Pkwy. Suite 1071 Lake Mary, FL 32470 4. Clausen Miller P.C. $13,000 4830 West Kennedy Blvd. Suite 600 Tampa, FL 33609 5. Cypress P&C Groell $1,300 & Salmon, PA 290 NW 165th Street Suite PH-5 Miami, FL 33169 6. EMSL Analytical $17,066 200 Route 130 North Riverton, NJ 08077 7. Engineered Way LLC $32,000 39873 Hwy 27 #314 Altamonte Springs, FL 32701 8. First Protective Insurance Co. $19,145 500 International Pkqy. Lake Mary, FL 32746 9. Headway Capital 1 $100,000 175 W. Jackson Blvd. Suite 1000 Chicago, IL 60604 10. iHeart Media Trade Debt $30,162 20880 Stone Oak Parkway San Antonio, TX 78258 11. Leyton $127,063 2 Avenue De Lafayette 6th Floor Boston, MA 02111 12. Nicolaas Appelman $71,560 338 Bromley Place Mobile, AL 36606 13. Nperspective Orlando, LLC Business $16,000 941 WEst Morse Blvd. Agreement Suite 100 Winter Park, FL 32789 14. ODP Business Solutions $1,518 PO Box 1413 Charlotte, NC 28201 15. PRAZ Consultants $23,200 252 Forge Rd. Glen Mills, PA 19342 16. Progressive Property $21,266 fka Ark Royal 1511 N. West Blvd. Suite 700 Tampa, FL 33607 17. Progressive $4,500 Property Insurance C 6300 Wilson Mills Rd. Cleveland, OH 44143 18. Salesforce $38,191 PO Box 203141 Dallas, TX 75320 19. Samson MCA LLC $584,300 17 State Street Suite 630 New York, NY 10004 20. Seminole Cty Tax Collector Taxes $33,715 Attn: Jeff Greenberg PO Box 630 Sanford, FL LA LOBA DE WALL: Hires Totaro & Shanahan as Insolvency Counsel -------------------------------------------------------------- La Loba de Wall St, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Totaro & Shanahan LLP as general insolvency counsel. The firm will render these services: (a) complete the documents required by the United States Trustees, prepare reports, and attend all hearings; (b) consult with the Debtor's representative concerning documents needed and reports to be prepared and consult with other professionals to be employed by the Debtor; (c) assist the Debtor in preparation of documents for compliance with the requirements of the Office of the United States Trustees; (d) negotiate with creditors regarding the amount and payment of their claims; (e) discuss with the Debtor's representative concerning with the disclosure statement and plan reorganization; (f) prepare the disclosure statement and Chapter 11 plan of reorganization and any amendments/changes to the same; (g) submit the ballots to creditors, tally of ballots, and submit to the court; (h) respond to any objections to disclosure statement and/or plan; and (i) respond to any motions for relief from stay, motions to dismiss or any other motions or contested matters. The hourly rates for attorneys and paralegals are $550 and $150, respectively. The firm received a retainer in the amount of $3,000 from Marisela Nuno, the Debtor's president. Michael Totaro, Esq., a partner at Totaro & Shanahan, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael R. Totaro, Esq. Totaro & Shanahan, LLP P.O. Box 789 Pacific Palisades, CA 90272 Telephone: (888) 425-2889 Facsimile: (310) 804-2157 Email: Ocbatty@aol.com About La Loba de Wall St La Loba de Wall St, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11898) on March 12, 2024. In the petition signed by Marisela Nuno, president, the Debtor disclosed up $10 million in both assets and liabilities. Judge Vincent P. Zurzolo oversees the case. Michael R. Totaro, Esq., at Totaro & Shanahan, LLP serves as the Debtor's counsel. LABRUZZO COMMERCIAL: Claims to be Paid From Debtor's Income in Plan ------------------------------------------------------------------- LaBruzzo Commercial Properties, LLC, submitted a Disclosure Statement to accompany Plan, dated April 12, 2024. The Plan is to be implemented by the reorganized Debtor through future income based on projected growth of revenue from rentals. Under the Plan, Class 6 consists of General Unsecured Claim of United States of America o/b/o Small Business Administration totaling $104,124 and are impaired. Creditors will be paid according to terms being negotiated between the parties. Source of funds for Plan payments will be derived from Debtor's income. Attorney for the Debtor: Brian C. Thompson, Esq. THOMPSON LAW GROUP, P.C. 301 Smith Drive, Suite 6 Cranberry Township, PA 16066 Tel: (724) 799-8404 Fax: (724) 799-8409 E-mail: bthompson@thompsonattorney.com A copy of the Disclosure Statement dated April 12, 2024, is available at https://tinyurl.ph/xeZDR from PacerMonitor.com. About LaBruzzo Commerical Properties Labruzzo Commerical Properties, LLC, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 23-10388) on July 27, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. Joseph Labruzzo, president, signed the petition. Judge John C. Melaragno oversees the case. Brian C. Thompson, Esq., at Thompson Law Group, P.C., is the Debtor's bankruptcy counsel. LEFT TURN: Seeks Court OK to Sell American Fork Property -------------------------------------------------------- Left Turn, LLC asked the U.S. Bankruptcy Court for the District of Utah to approve the sale of its real property in American Fork, Utah. The company is selling the property to Wendy Curry for $150,000 "free and clear" of all liens, interests and encumbrances. From the proceeds of the sale of the property, subject to the court's approval and at the time of the closing of the sale, the company will pay the expenses of sale, closing costs and fees, including title insurance costs; pay all outstanding and past due and 2024 prorated property taxes and any utilities due on the property; and real estate commissions of $9,000. The property is not encumbered by any liens, other than a tax lien in favor of the Utah County Treasurer, and the company believes that less than $2,000 is owed on account of that tax lien. The hearing on the proposed sale is scheduled for May 14. About Left Turn Left Turn, LLC is engaged in activities related to real estate. The company is based in Cottonwood Heights, Utah. Left Turn filed its voluntary petition for Chapter 11 protection (Bankr. D. Utah Case No. 24-20129) on January 12, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Scott Smithson, manager, signed the petition. Judge Peggy Hunt presides over the case. George B. Hofmann, Esq., at Cohne Kinghorn, PC represents the Debtor as legal counsel. LINDEN CENTER: Fine-Tunes Plan Documents ---------------------------------------- Linden Center LLC submitted a Second Modified Disclosure Statement describing Second Modified Chapter 11 Plan dated April 16, 2024. The Debtor is the owner of a certain real property located at 33 37 Farrington Street (a/k/a 34-20 Linden Place), Flushing, New York, 11354 (Block 4950 and Lot 18) (the "Premises"). The Plan, and the distribution provided thereunder, will be funded from those proceeds as well as the pursuit of causes of action against third parties, including but not limited to the Lams, current and former tenants of the Debtor and other parties that may have the recipients of preferential or fraudulent transfers. The Debtor filed this chapter 11 case to right the ship, to permit it to level set under my oversight and restructure and/or satisfy its debt obligations. In connection with such, the Debtor anticipates exploring strategic alternatives in an effort to maximize creditor recovery in short order. One such strategic alternative is a sale of the Premises. The Debtor believes that one of the best ways to maximize creditor recovery, and preserve equity value to its members, is to pursue a robust marketing and sale process conducted by reputable real estate professionals, which the Debtor has retained. Following an auction held on November 16, 2023, Inta-Global was deemed the successful bidder. Per the Sale Order, the purchase price for the Property is the amount of $21,150,000 plus $850,000 for administrative expenses, (the "Purchase Price"). Inta-Global is also obligated under the Sale Order to pay at closing the buyer's premium equal to 1.8% of the $21,150,000 (i.e., $380,700) portion of the offer. Additionally, the Sale Order set a time of the essence closing of December 15, 2023. On February 29, 2024, the Debtor closed on the sale to Inta Global. Like in the prior iteration of the Plan, holders of Class 3 General Unsecured Claims will receive their pro rata share of any proceeds available after full payment of Administrative Claims, Fee Claims, Priority Tax Claims, and Class 1. The allowed unsecured claims total $24.831,128. Class 3 Claims are impaired. As such, holders of General Unsecured Claims are entitled to vote to accept or reject the Plan. The Plan Fund will be substantially funded by the net proceeds from the sale of the Debtor's Property which closed on February 29, 2024. There is currently $1,322,000 being held by the Debtor. Additionally, the Debtor is pursuing claims against the tenants. The Debtor believes those claims to be worth approximately $1.156 million, before late charges and additional rent. A full-text copy of the Second Modified Disclosure Statement dated April 16, 2024 is available at https://urlcurt.com/u?l=JqOTTJ from PacerMonitor.com at no charge. Counsel to the Debtor and Debtor-in-Possession: Eric H. Horn, Esq. Heike M. Vogel, Esq. Eva M. Thomas, Esq. A.Y. STRAUSS LLC 535 Fifth Avenue, 4th Floor New York, NY 10017 Tel: (973) 287-5006 Fax: (973) 226-4104 About Linden Center Linden Center, LLC is the owner of a certain real property located at 33-37 Farrington St. (also known as 34-20 Linden Place), in Flushing, N.Y. The property was acquired in 2017 for approximately $21 million from a bankruptcy estate. The property is a multi story commercial retail building that may currently be occupied by multiple commercial tenants, including dining establishments, a day care, and a doctor's office. Linden Center filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41820) on May 24, 2023, with $1 million to $10 million in both assets and liabilities. Mark Allen, manager, signed the petition. Judge Elizabeth S. Stong oversees the case. The Debtor is represented by Eric H. Horn, Esq., at A.Y. Strauss, LLC. LIVEONE INC: Anticipates Certain Record Q4 and FY24 Results ----------------------------------------------------------- LiveOne, Inc. revealed certain of its preliminary and unaudited results for the fourth quarter and fiscal year ended March 31, 2024, highlighting: * FY24: Expects $118.5M revenue, $14.4M Adjusted EBITDA* (excluding $3.5M CPS division loss) * Q4 FY24: Expects $30.3M revenue, $4.3M Adjusted EBITDA* (excluding $1.6M CPS loss) * LVO Anticipates Completing CPS restructuring adding $3M Adjusted EBITDA* in FY25 * Maintains FY25 guidance: $140M-$155M revenue and $16M-$20M Adjusted EBITDA* * Audio Division FY25 guidance: $130M-$140M revenue, $20M-$25M Adjusted EBITDA* and $17M+ positive cash flow * Repurchased - 4M shares since program inception, with $5M remaining dedicated for continued repurchases * $10.6M current cash position * Senior Management Will Host a Live Conference Call and Audio Webcast Beginning at 10:00 A.M. ET on Thursday, May 30, 2024 Commenting on the results, Robert Ellin, CEO, said "LiveOne had an exceptional year, with strong revenue growth in both subscription and sponsorship. We've strengthened our balance sheet by converting all debt to equity at $2.1 per share and maintaining a cash position of close to $11 million." "LiveOne is poised for 30%+ revenue growth after closing a $20 million+ B2B partnership, adding over 30 podcasts, and seeing subscriptions surge to 3.7 million, led by Tesla. Our publishing subsidiary has grown 300%, celebrity brands possesses huge revenue potential, we are witnessing a resurgence in demand for live streaming and pay-per-view, and our scripted hit podcasts, such as Vigilante and Varnamtown, have sparked unprecedented studio interest. " "LiveOne will remain aggressive on our share buyback program as we believe our stock remains undervalued and continue to focus on delivering results for our shareholders." 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/2uarvxaj About LiveOne Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (formerly known as LiveXLive Media, Inc.) is a creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne reported a net loss of $10.02 million for the year ended March 31, 2023, compared to a net loss of $43.91 million for the year ended March 31, 2022. As of Dec. 31, 2023, the Company had $65.83 million in total assets, $56.64 million in total liabilities, $4.93 million in mezzanine equity, and $4.25 million in total equity. The Company has a history of losses and incurred a net loss of $10.7 million for the nine months ended December 31, 2023, and cash provided by operating activities of $3.8 million for the nine months ended December 31, 2023, and had a working capital deficiency of $21.5 million as of December 31, 2023. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern, according to the Company's 10-Q Report for the quarterly period ended December 31, 2023. MATTR CORP: DBRS Assigns 'B(high)' Credit Rating, Trend Positive ---------------------------------------------------------------- DBRS Limited assigned a credit rating of B (high) with a recovery rating of RR6 and a Positive trend to Mattr Corp.'s (Mattr or the Company; rated BB with a Positive trend by Morningstar DBRS) $175 million 7.250% Senior Unsecured Notes (the Notes) due 2031, which closed on April 2, 2024. The credit rating assigned to this newly issued debt instrument is based on the credit rating of an already-outstanding debt series of the above-mentioned debt instrument. The Notes are direct and unsubordinated unsecured obligations of the Company and rank equally in right of payment with all of the Company's existing and future unsecured senior indebtedness. Morningstar DBRS expects the net proceeds of the Notes issuance will be used by the Company to redeem its existing 9.000% Notes due 2026 and for any associated fees and expenses. Mattr's credit ratings are supported by the Company's predominant leadership position in both of its business divisions, diminished exposure to the volatile pipe coating business, the Company's diverse customer and geographic bases, strong technical expertise, and favorable long-term economic trends that should continue to support the business risk profile over the medium to long term. The credit ratings also consider Mattr's relatively small scale, especially post the sale of the pipe coating division, fluctuating cost of raw materials, and the still-budding but growing water tank business. Notes: All figures are in Canadian dollars unless otherwise noted. MEGA-PHILADELPHIA: Mega Unsecureds Owed $394K to Get 90% of Claims ------------------------------------------------------------------ Mega-Philadelphia LLC and M.S. Acquisitions & Holdings, LLC submitted a Second Amended Joint Subchapter V Plan of Reorganization. Mega will commit disposable income to the fund the Plan in the total amount of $1,470,236 in accordance with the Projections over the 5-year Plan. In addition, the Equity Interest holder will contribute $45,000 and Mr. Sciore is willing to accept a discounted salary during the life of the Plan (discount valued of $200,000) (the "Equity Interest Contribution"). Moreover, the Debtors will retain litigation claims and pursue same for the benefit of all creditors. The Plan Proponent's financial projections show that Mega will have projected disposable income (as defined by Sec. 1191(d) of the Bankruptcy Code) for the period described in Sec. 1191(c)(2) of $1,470,236. The final Plan payment is expected to be paid on July 31, 2029. The Debtors intend to implement the Plan by generating sufficient income from the Debtor's operations and receiving the funds from the Equity Interest holder, Mr. Sciore, to fund the required payments to creditors. The Debtors estimate that the undersecured and unsecured creditors in the Mega case hold total aggregate claims in the amount of $393,948 and in the MS case hold total aggregate claims in the amount of approximately, $5,169,217. Non-priority unsecured creditors holding allowed claims against Mega will receive distributions, which the proponent of this Plan has valued at approximately 90 cents on the dollar. Non-priority unsecured creditors holding allowed claims against MS will receive distributions, which the proponent of this Plan has valued at approximately 1 cents on the dollar. Counsel for the Debtors: Brett D. Lieberman, Esq. EDELBOIM LIEBERMAN REVAH PLLC 20200 W. Dixie Highway, Suite 905 Miami, FL 33180 Tel: (305) 768-9909 Fax: (305) 928-1114 E-mail: brett@elrolaw.com edan@elrolaw.com A copy of the Plan of Reorganization dated April 12, 2024, is available at https://tinyurl.ph/RdGJp from PacerMonitor.com. About Mega-Philadelphia and M.S. Acquisitions Mega-Philadelphia, LLC, is a music and radio station business that provides radio broadcasting services in Philadelphia, South New Jersey, and Atlantic City, N.J. Based in Naples, Fla., Mega-Philadelphia generates advertisement revenue through broadcast radio and live promotional events. M.S. Acquisitions & Holdings, LLC is the 100% owner and sole member of Mega-Philadelphia. Mega-Philadelphia and M.S. Acquisitions filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 22-00340) on March 25, 2022. Amy Denton Harris serves as Subchapter V trustee. In the petitions signed by Michael Sciore, chief executive officer, Mega-Philadelphia listed $346,574 in assets and $2,285,961 in liabilities while M.S. Acquisitions listed $196,427 in assets and $5,526,926 in liabilities. Judge Caryl E. Delano oversees the Debtors' cases. Brett Lieberman, Esq., at Edelboim Lieberman Revah, PLLC, and KapilaMukamal, LLP, serve as the Debtors' legal counsel and financial advisor, respectively. MEXCALITO TACO-BAR: Seeks to Hire Weiner Law Firm as Counsel ------------------------------------------------------------ Mexcalito Taco-Bar, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Weiner Law Firm PC as its counsel. The firm's services include: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business; (b) represent the interest of the Debtor at hearings scheduled before this honorable court; (c) assist the Debtor in complying with the procedural requirements of the Office of the United States Trustee; (d) assist the Debtor in the resolution of its financial problems and the implementation of the Plan of Reorganization which it anticipates filing in the case; (e) represent the Debtor in its dealing with regulatory authorities, agencies, and taxing authorities; (f) prepare on behalf of the Debtor legal papers; and (g) perform all other bankruptcy related legal services for the Debtor which may be necessary in the usual course of the administration of this estate. The firm received a retainer of $10,262, plus $1,738 for the court's filing fee. Weiner Law will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Girvan II, Esq., an attorney at Weiner Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gary M. Weiner, Esq. Robert E. Girvan III, Esq. Weiner Law Firm, PC 1441 Main Street, Suite 610 Springfield, MA 01103 Tel: (413) 732-6840 Fax: (413) 785-5666 Email: gweiner@weinerlegal.com rgirvan@weinerlegal.com About Mexcalito Taco-Bar, Inc. Mexcalito Taco-Bar, Inc. operates a Mexican restaurant located at 271 Main Street, Northampton, MA known as Mexcalito Taco Bar, which is open for lunch and dinner. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-30170) on April 16, 2024. In the petition signed by Antonio Marquez Diaz, president, the Debtor disclosed up to $100,000 in assets and $500,000 in liabilities. Judge Elizabeth D. Katz oversees the case. Robert E. Girvan III, Esq., at Weiner Law Firm, P.C., represents the Debtor as legal counsel. MUZIK INC: Files to Convince Court of Restructuring Plan -------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that headphone maker Muzik Inc. failed to convince a judge that its restructuring plan outline contains enough information for creditors to vote on the proposal. The Plan's disclosure documents lack definitions, explanations of risk and information about how it will treat different groups of creditors, Judge Vincent P. Zurzolo of the US Bankruptcy Court for the Central District of California ruled Friday, April 12, 2024. The judge's ruling could doom the company's chance of reorganizing in bankruptcy. About Muzik Inc. Muzik Inc. is a headphone maker. Muzik counts musician Drake, among others, as an equity holder. Muzik Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-16304) on Sept. 27, 2023. In the petition signed by its chief executive officer, Jason Hardi, the Debtor disclosed up to $10 million in assets and liabilities. Judge Vincent P. Zurzolo oversees the case. The Debtor tapped Eve H. Karasik, Esq., at Levene, Neale, Bender, Yoo & Golubchik LLP as counsel and Erceg Partners, LLC as financial advisor. MYCOTOPIA THERAPIES: Fruci & Associates Raises Going Concern Doubt ------------------------------------------------------------------ Mycotopia Therapies, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed that there is substantial doubt about the Company's ability to continue as a going concern. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated April 18, 2024, citing that the Company experienced negative operating cash flows, negative working capital, and has incurred operating losses since inception These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. To date, the Company has generated no revenues, experienced negative operating cash flows and has incurred operating losses since inception. Management expects the Company to continue to fund its operations primarily through the issuance of debt or equity. For the year ended December 31, 2023, the Company incurred a net loss of $1,181,347, compared to a net loss of $2,611,869 for the year ended December 31, 2022, had negative cash flows from operations of $106,765 and may incur additional future losses. At December 31, 2023, the Company had total current assets of $279,134 and total current liabilities of $4,247,723, resulting in a working capital deficit of $3,968,589. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of time within the next 12 months. The Company's existence is dependent upon management's ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company's efforts will be successful. No assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems. In order to improve the Company's liquidity, the Company's management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its effort to secure additional equity financing. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/4nzrbxce About Mycotopia Therapies Miami, FL-based Mycotopia Therapies, Inc. promotes the study of psychedelics for the treatment of mental health issues and supports the creation of both natural and synthetic molecules for the development of appropriate treatments. NANOSTRING TECHNOLOGIES: Sells to Bruker, Exits Chapter 11 ---------------------------------------------------------- NanoString Technologies, Inc., a leading provider of life science tools for discovery and translational research, on April 17, 2024, announced that substantially all of its assets will be acquired by Bruker Corporation a global life science analytical instrument company, for approximately $392.6 million in cash consideration, plus the assumption of certain liabilities. Following the closing, NanoString’s business operations will no longer be the subject of a chapter 11 proceeding and will be owned by Bruker on a go-forward basis. The acquisition by Bruker validates NanoString’s market-leading technology and ensures continuity of NanoString’s business operations and product development initiatives for customers and substantially all of its employees. "NanoString's market-leading platforms for spatial biology and gene expression are enabling researchers to gain unprecedented insights into cancer, immunology, neurology, and other critical disease areas. As a global leader in the life science analytical instrument industry, Bruker is uniquely positioned to ensure ongoing customer access to NanoString's innovations," said Brad Gray, President and CEO of NanoString. "The sale to Bruker will also bring about a swift conclusion of our restructuring process. Our loyal customers, suppliers and employees have stood with us through this dynamic period, and we are grateful for their dedication to the future of our technology and our mission to map the universe of biology." The transaction was agreed to under a court-supervised chapter 11 sale process pursuant to Section 363 of the U.S. Bankruptcy Code and is expected to close in early-May 2024. On March 10th, another party initially agreed to serve as the "stalking horse" bidder in conjunction with the sale process. On April 12, Bruker submitted a qualifying bid. Following an auction on April 16, a revised offer from Bruker was selected as the winning bid. The substantially improved terms of the Bruker transaction represent an approximately 78% increase in value relative to the "stalking horse" bid. The agreement is subject to Bankruptcy Court approval and other customary closing conditions. Additional Information About the Court-Supervised Restructuring Process Additional information regarding the Company's court-supervised process, including court filings and other information, is available on a separate website administrated by the Company's claims agent, Kroll, at https://cases.ra.kroll.com/NanoString The Company is represented by Willkie Farr & Gallagher LLP as counsel, AlixPartners LLP as restructuring advisor and Perella Weinberg Partners L.P. as restructuring investment banker. Bruker is represented by Morgan Lewis & Bockius LLP as counsel and Goldman Sachs & Co. LLC as financial advisor. About NanoString Technologies NanoString Technologies, Inc. offers an ecosystem of innovative discovery and translational research solutions and empowers its customers to map the universe of biology. NanoString and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10160) on February 4, 2024. In the petition signed by R. Bradley Gray, president and chief executive officer, NanoString disclosed $100 million to $500 million in both assets and liabilities. The Debtors tapped Willkie Farr & Gallagher, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels; AlixPartners, LLP as financial advisor; Weil, Gotshal & Manges LLP as special patent counsel; and Perella Weinberg Partners LP as investment banker. Kroll Restructuring Administration LLC is the Debtors' administrative advisor. Gibson Dunn & Crutcher, LLP and Sullivan & Cromwell, LLP serve as counsels to certain DIP lenders. Richards, Layton & Finger and Houlihan Lokey Capital, Inc. act as Delaware bankruptcy counsel and financial advisor to the DIP lenders. Meanwhile, Alston & Bird and Potter Anderson serve as bankruptcy counsel and Delaware counsel, respectively, to the DIP agent. NASHVILLE SANJARA: Seeks to Hire Crye-Leike as Real Estate Agent ---------------------------------------------------------------- Nashville Sanjara Wellness, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Crye-Leike Executive Realty as its real estate agent. The Debtor needs a real estate agent to assist in the sale of its real property. Barbara Wade, a real estate agent at Crye-Leike Executive Realty, will receive payment not to exceed 5.5 percent of the gross sale price of the real property, plus a base commission of $200 and reasonable expenses. Ms. Wade disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Barbara Wade Crye-Leike Realty Executive 1278 Campbell Lane Bowling Green, KY 42104 Telephone: (270) 618-0325 About Nashville Sanjara Wellness Nashville Sanjara Wellness, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-04734) on Dec. 29, 2024. Judge Charles M. Walker oversees the case. Jay R. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC represents the Debtor as legal counsel. NASHVILLE SANJARA: Seeks to Hire Lefkovitz & Lefkovitz as Counsel ----------------------------------------------------------------- Nashville Sanjara Wellness, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as its bankruptcy counsel. The accountant will render these services: (a) advise the Debtor of its rights, duties, and powers; (b) prepare and file legal documents; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and (d) perform such other legal services as may be necessary in connection with this case. The hourly rates of the firm's counsel and staff are as follows: Steven L. Lefkovitz, Attorney $600 Jay R. Lefkovitz, Attorney $450 Michelle L. Spezia, Attorney $450 Paralegals $125 The firm received a retainer of $17,000. Jay Lefkovitz, Esq., disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jay R. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: jlefkovitz@lefkovitz.com About Nashville Sanjara Wellness Nashville Sanjara Wellness, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-04734) on Dec. 29, 2024. Judge Charles M. Walker oversees the case. Jay R. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC represents the Debtor as legal counsel. NB FLATS: Seeks to Hire Fabian & Clendenin as Litigation Counsel ---------------------------------------------------------------- NB Flats, DST seeks approval from the U.S. Bankrutpcy Court for the District of Utah to hire Fabian & Clendenin, P.C. d/b/a Fabian VanCott as its litigation counsel. The firm will render these services: a. prepare on behalf of the Debtor any necessary motions, applications, answers, orders, reports, and papers as required by applicable bankruptcy or non-bankruptcy law, dictated by the demands of the case, or required by the Court, and to represent the Debtor in proceedings or hearings related thereto; b. provide advice to the Debtor with respect to their powers and duties as Debtor-in-possession in the continued conduct of their businesses; c. negotiate with the Debtor' creditors and other parties in interest in developing plans of reorganization, and taking any necessary steps to obtain confirmation of, and to implement such a plan; d. review, analyze, and advise the Debtor regarding claims or causes of action to be pursued on behalf of their estates; e. assist the Debtor in negotiations with various creditor constituencies regarding an exit, resolution, and payment of the creditors' claims; f. review and analyze the validity of the claims filed herein and advise the Debtor as to the filing of objections to claims; if necessary; g. provide continuing legal advice with respect to their bankruptcies, estates, litigation, avoidance actions, and miscellaneous other legal matters; and h. perform all other necessary legal services as may be prompted by the needs of the Debtor in its case. The firm will be paid at these rates: Attorneys $280 to 700 per hour Paralegal $140 to $240 per hour Fabian received a retainer from Nelson Partners in the amount of $30,000. Fabian & Clendenin is a disinterested person as that term is used in section 101(14) and 327 of the Bankruptcy Code and do not represent or hold an undisclosed interest adverse to the interest of the Debtor. The firm can be reached through: Douglas J. Payne, Esq. David P. Billings, Esq. FABIAN VANCOTT 95 South State Street, Suite 2300 Salt Lake City, UT 84111 Telephone: (801) 531-8900 Email: dpayne@fabianvancott.com Email: dbillings@fabianvancott.com About NB Flats, DST NB Flats, DST filed its volunary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 24-21724) on April 16, 2024, listing $10,000,001 to $50 million in assets and $1,000,001 to $10 million in liabilities. Judge Peggy Hunt presides over the case. David P. Billings, Esq. at Fabian & Clendenin Dba Fabian Vancott represents the Debtor as counsel. NEW WAY MACHINE: Seeks to Hire Asterion as Financial Advisor ------------------------------------------------------------ New Way Machine Components, Inc. t/a New Way Air Bearings seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Asterion, Inc. as its financial advisor. The firm will render these services: (a) assist management in preparing short-term cash flow projections and in modifying and updating such projections, as required; (b) assist management in assessing the Debtor's strategic options, and developing the related financial projections; (c) assist management in the development and preparation of an operating plan and longer-term cash flow projections as well as the presentation of such plans, as requested; (d) assist management and counsel with the Chapter 11 filing, if necessary; (e) assist management in the development of the financial aspects of a restructuring plan; (f) assist management, as requested, with requests for due diligence support; (g) assist the Debtor with the preparation of reports and communications with its creditor constituencies; (h) assist the Debtor with the preparation and review of the various reporting requirements of the court during the Chapter 11 proceeding, if necessary; (i) assist with the development, evaluation, negotiation and execution of any potential plan of reorganization or restructuring transaction; (j) assist the Debtor in the negotiations with lenders, creditors, and other parties-in-interest regarding any potential plan of reorganization or restructuring transaction, as requested; (k) assist management in preparing the Debtor to present itself to sources of equity, financing, and/or potential acquirers and advise management throughout the attendant discussions and negotiations, as requested; (l) assist with the analysis and reconciliation of claims against the Debtor; (m) provide testimony at any hearings that constitute part of the Chapter 11 process; (n) interact with other retained professionals, such as attorneys and accountants, and lenders and creditors' committee, if any, and other parties-in-interest; (o) potential expert testimony; and (p) perform such other tasks as appropriate and as may be requested by the Debtor's management or its counsel. The hourly rates of the firm's professionals are as follows: Principals and Managing Directors $300 - $550 Consultants $225 - $345 Associate and Staffs $100 - $220 In addition, the firm will seek reimbursement for expenses incurred. Gregory Harris, MBA, a managing director at Asterion, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory Harris, MBA Asterion, Inc. 1617 JFK Boulevard, Suite 1040 Philadelphia, PA 19103 Telephone: (215) 893-9901 Facsimile: (215) 893-9903 About New Way Machine Components New Way Machine Components, Inc., a manufacturer of air bearings, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11362) on April 22, 2024. In the petition signed by Andrew J. Devitt, chairman, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. The Debtor tapped Aris J. Karalis, Esq., at Karalis, PC as counsel and Asterion, Inc. as financial advisor. NEW WAY MACHINE: Seeks to Hire Karalis as Bankruptcy Counsel ------------------------------------------------------------ New Way Machine Components, Inc. t/a New Way Air Bearings seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Karalis PC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor of its rights, powers, and duties; (b) prepare legal papers; (c) advise the Debtor concerning, and assist in the negotiation and documentation of the use of cash collateral financing, debt restructuring and related transactions; (d) review the nature and validity of agreements relating to the Debtor's business and advise in connection therewith; (e) review the nature and validity of liens, if any, asserted against the Debtor and advise as to the enforceability of such liens; (f) advise the Debtor concerning the actions it might take to collect and recover property for the benefit of its estate; (g) assist the Debtor in any matter involving contests with secured or unsecured creditors; (h) assist the Debtor in providing legal services required to prepare, negotiate and implement a plan of reorganization; and (i) perform all other legal services for the Debtor which may be necessary in the administration of its Chapter 11 case, other than those requiring specialized expertise for which special counsel, if necessary, may be employed. The hourly rates of the firm's counsel and staff are as follows: Aris J. Karalis $650 Robert W. Seitzer $500 Robert M. Greenbaum $550 Eric R. Schacter $300 Jill Hysley $165 In addition, the firm will seek reimbursement for expenses incurred. On April 5, 2024, the firm received the sum of $101,738 on account of a retainer and the Chapter 11 filing fee, for services rendered to the Debtor's restructuring efforts, and in connection with preparing this bankruptcy case. Aris Karalis, Esq., a shareholder at Karalis, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Aris J. Karalis, Esq. Karalis, PC 1900 Spruce Street Philadelphia, PA 19103 Telephone: (215) 546-4500 Email: akaralis@karalislaw.com About New Way Machine Components New Way Machine Components, Inc., a manufacturer of air bearings, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11362) on April 22, 2024. In the petition signed by Andrew J. Devitt, chairman, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. The Debtor tapped Aris J. Karalis, Esq., at Karalis, PC as counsel and Asterion, Inc. as financial advisor. NEXT THING: Artesian CPA Raises Going Concern Doubt --------------------------------------------------- Next Thing Technologies, Inc. disclosed in a Form 1-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed that there is substantial doubt about the Company's ability to continue as a going concern. Denver, Colorado-based Artesian CPA, LLC, the Company's auditor, issued a "going concern" qualification in its report dated March 13, 2024, citing that the Company has not generated revenues or profits since inception, has sustained net losses of $1,333,124 and $1,827,885 for the years ended December 31, 2023 and 2022, respectively, and has incurred negative cash flows from operations for the years ended December 31, 2023 and 2022. As of December 31, 2023, the Company had an accumulated deficit of $3,257,103. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts. As of December 31, 2023, the Company had $2,046,063 in total assets, $202,467 in total liabilities, and $1,843,596 in total stockholders' equity. A full-text copy of the Company's Form 1-K is available at https://tinyurl.com/4h55p7n4 About Next Thing Technologies Next Thing Technologies, Inc was formed on August 26, 2019 under the laws of the state of Delaware, and is headquartered in Oceanside, California. It is a research and development and technology company creating technology for personal, commercial and government use. Next Thing is developing Next Bolt, which it intends to be an affordable, modular, safe, and easier-to-install battery for individuals and businesses. NGUYEN RAINBOW: Seeks to Hire Tran Singh LLP as Bankruptcy Counsel ------------------------------------------------------------------ Nguyen Rainbow Inc. and Giao Thuy Nguyen seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Tran Singh LLP as counsel. The firm will render these services: (a) analyze the financial situation and render advice and assistance to the Debtors; (b) advise the Debtors with respect to their rights, duties, and powers; (c) represent the Debtors at all hearings and other proceedings; (d) prepare legal papers; (e) represent the Debtors at any meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings;; (f) represent the Debtors in all proceedings before the court and in any other judicial or administrative proceeding where their rights may be litigated or otherwise affected; (g) prepare and file a disclosure statement, if required, and Subchapter V Plan of Reorganization; (h) assist the Debtors in analyzing the claims of the creditors and in negotiating with such creditors; and (i) assist the Debtors in any matters relating to or arising out of the captioned case. The hourly rates of the firm's counsel and staff are as follows: Susan Tran Adams $550 Brendon Singh $550 Mayur Patel $425 Partners $500 - $650 Senior Associates $375 - $450 Associates $375 - $425 Paralegals/Other Support Staff $85 - $105 In addition, the firm will seek reimbursement for expenses incurred. The firm received a pre-petition retainer in the amount of $60,000 from the Debtors. Susan Tran Adams, Esq., an attorney at Tran Singh, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Susan Tran Adams, Esq. Tran Singh LLP 2502 La Branch Street Houston, TX 77004 Telephone: (832) 975-7300 Facsimile: (832) 975-7301 Email: stran@ts-llp.com About Nguyen Rainbow Nguyen Rainbow Inc. operates a restaurant equipment and supply retail store in the Westchase district of Houston, Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-31591) on April 8, 2024, with up to $10 million in both assets and liabilities. Giao T. Nguyen, president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. Susan Tran Adams, Esq., at Tran Singh, LLP represents the Debtor as legal counsel. NOBLE HEALTH: Unsecureds to Get $50K in Plan -------------------------------------------- Noble Health Real Estate LLC submitted a Third Amended Plan of Reorganization. The Debtors reserve the right to pay amounts due in full at any time in accordance with the terms of the Plan without prepayment penalty. Class III will consist of the general unsecured claims, including any purported secured claims with liens on the Real Estate junior to Lead Bank. Within 30 days of the Effective Date, the Debtor will pay all unsecured creditors their pro rata share of $50,000. Lead Bank will not receive any payment on the unsecure portion of its claim. The holders of Class III Claims are impaired and entitled to vote to accept or reject the Plan. Within 15 days of the Effective Date, the Debtor's real property will be transferred free and clear of all liens and encumbrances, except for the lien granted to Class IV to Ziva Medical Callaway LLC, in exchange for payment by Ziva Medical Callaway LLC of all of Debtor's obligations under this Plan. Attorneys for the Debtor: Ronald S. Weiss, Esq. Joel Pelofsky, Esq. BERMAN, DeLEVE, KUCHAN & CHAPMAN, LLC 1100 Main Street, Suite 2850 Kansas City, MO 64105 Tel: (816) 471-5900 Fax: (816) 842-9955 E-mail: rweiss@bdkc.com jpelofsky@bdkc.com A copy of the Plan of Reorganization dated April 10, 2024, is available at https://tinyurl.ph/rbABN from PacerMonitor.com. About Noble Health Real Estate Noble Health Real Estate, LLC, is engaged in activities related to real estate. It owns a building located at 10 Hospital Drive, Fulton, Mo., valued at $7.9 million. Noble Health Real Estate filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20051) on Feb. 10, 2023, with $7,900,000 in assets and $4,869,845 in liabilities. Zev M. Reisman, general manager and corporate secretary of Noble Health Real Estate, signed the petition. The Debtor tapped Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC, as counsel and Joseph Baum at CFGI as chief restructuring officer. NORTHERN OIL: Moody's Affirms 'B1' CFR & Alters Outlook to Positive ------------------------------------------------------------------- Moody's Ratings changed Northern Oil and Gas, Inc.'s (NOG) rating outlook to positive from stable. Concurrently, Moody's Ratings affirmed NOG's ratings, including its B1 Corporate Family Rating, B1-PD Probability of Default Rating and B2 senior unsecured notes rating. NOG's SGL-2 Speculative Grade Liquidity (SGL) rating remains unchanged. "Northern Oil & Gas' positive rating outlook reflects its improving credit metrics and increased scale and diversification through recent acquisitions," said Amol Joshi, Moody's Vice President and Senior Credit Officer. "While the company is highly acquisitive, the company should maintain good liquidity and solid leverage metrics that could support a higher rating." RATINGS RATIONALE NOG's positive rating outlook is supported by its improving credit metrics as well as increased scale and diversification after closing acquisitions totaling over $1 billion in 2023. While the company largely cash-funded these acquisitions, NOG issued over $500 million of equity in 2023 supporting its leverage metrics. The company is expected to utilize its near-term free cash flow to pay down debt or acquire additional assets and enhance cash flow. NOG's 2024 production should exceed 115 thousand barrels of oil equivalent (boe) per day on a 2-stream basis, and its exposure to prolific oil and gas basins should support further growth. NOG's B1 CFR reflects the company's moderate leverage, and its enhanced scale with good basin and commodity diversification. The company's legacy Williston Basin asset base is oil-weighted and benefits its unleveraged cash margins and cash flow at higher oil prices. The company has significantly increased its footprint in the Permian Basin with the majority of its 2023 capital spending focused in that basin. NOG also has exposure to the Marcellus Shale and has recently acquired certain Utica Shale assets. NOG has an active hedging strategy and has hedged a meaningful portion of its 2024-25 oil and gas production, reducing volatility in its revenue and cash flow. Moody's expects NOG's retained cash flow (RCF) to debt ratio to remain solid into 2025. While NOG manages a well-diversified portfolio of non-operated working interests in numerous producing assets, it relies on the operating performance of its partners. The company continues to be acquisitive, and NOG's growth strategy is focused on participating in operator initiated wells and executing bolt-on acquisitions, requiring a high degree of financial flexibility. NOG's senior unsecured notes are rated B2, one notch below the company's B1 CFR reflecting the priority claim of its borrowing base senior secured credit facility that is secured by most of NOG's assets. If the proportion of revolver debt to senior unsecured notes increases due to factors including sustained high utilization of the revolver or increased revolver commitments, NOG's notes could get downgraded. NOG's SGL-2 rating reflects its good liquidity. At December 31, NOG had $8.2 million of cash and $161 million of revolver borrowings. The company's revolver has a borrowing base of $1.8 billion, with an elected commitment of $1.25 billion. The revolver's financial covenants include a maximum net debt to EBITDAX ratio of 3.5x (with cash netting limited to $50 million), and a minimum current ratio of 1x. The current ratio calculation allows certain adjustments and the inclusion of unused amounts of the total bank commitments. Moody's expects the company to maintain substantial headroom under the financial covenants through 2025. NOG's next significant debt maturity will be when its secured revolver matures in June 2027. Substantially all of the company's assets are pledged as security under the credit facility, which limits the extent to which asset sales can provide a source of additional liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if NOG enhances its scale and diversification with strong operators, the company maintains conservative financial policies and generates consistent free cash flow while balancing leverage and any shareholder returns in line with actual results and cash flow, and its RCF to debt is maintained above 50%. The ratings could be downgraded if production volumes materially decline, RCF to debt falls below 25%, liquidity deteriorates significantly or the company borrows to fund acquisitions or shareholder returns causing debt to grow materially faster than cash flow. Northern Oil and Gas, Inc., headquartered in Minnetonka, Minnesota, is a publicly traded company that owns non-operated working interests in oil and gas wells and acreage in the Williston Basin, Permian Basin, Marcellus Shale and Utica Shale. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. NOVABAY PHARMACEUTICALS: Sales Surge to $11.2 Million in 2023 ------------------------------------------------------------- NovaBay Pharmaceuticals, Inc. on April 22, 2024, revealed its corporate update presentation containing an update on the Company's operations, particularly with regard to driving sales and executing on the Company's business strategy. Additionally, the presentation unveiled the Company's Financial Highlights, showcasing: * Eye and wound care product sales for 2023 reach $11.2 million, up 9% over the prior year * Sales and marketing spend for 2023 decreased by 17% from prior year * Cash and cash equivalents of $3.1 million as of December 31, 2023 A copy of the presentation is available at https://tinyurl.com/4hwbmjuf About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- develops and sells scientifically created and clinically proven eyecare and skincare products. The Company's leading product, Avenova Antimicrobial Lid and Lash Solution, or Avenova Spray, is proven in laboratory testing to have broad antimicrobial properties as it removes foreign material including microorganisms and debris from the skin around the eye, including the eyelid. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has sustained operating losses for the majority of its corporate history and expects that its 2024 expenses will exceed its 2024 revenues, as the Company continues to invest in its commercialization efforts. Additionally, the Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company has determined that its planned operations raise substantial doubt about its ability to continue as a going concern. NUMBER HOLDINGS: Hires Jefferies LLC as Investment Banker --------------------------------------------------------- Number Holdings Inc., 99 Cents Only Stores LLC and their affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Jefferies LLC as their investment banker. The firm will render these services: (a) Restructuring. i. Advice and assistance to the Debtors in connection with analyzing, structuring, negotiating and effecting (including providing valuation analyses as appropriate), and acting as exclusive investment banker to the Debtors in connection with, any restructuring, reorganization, recapitalization, repayment or material modification of the Debtors' outstanding indebtedness or obligations (including, without limitation, any preferred equity), however achieved (a "Restructuring"); ii. In connection with a Restructuring, Jefferies will: A) become familiar with and analyze the business, operations, properties, financial condition and prospects of the Debtors; (B) advise the Debtors on the current state of the "restructuring market"; (C) assist and advise the Debtors in developing a general strategy for accomplishing a Restructuring; (D) assist and advise the Debtors in implementing a Restructuring; (E) assist and advise the Debtors in evaluating and analyzing a Restructuring, including the value of the securities or debt instruments, if any, that may be issued in such Restructuring; and (F) render such other investment banking services as may from time to time be agreed upon by the Debtors and Jefferies. (b) M&A Transaction. i. Investment banking advice and assistance in connection with a possible sale, disposition or other similar business transaction or series of similar business transactions resulting in the transfer of all or a material portion of the equity or assets of one or of the Debtors, whether directly or indirectly, through any form of such transaction including, without limitation, merger, reverse merger, liquidation, stock or asset sale (whether under section 363 of the Bankruptcy Code or under a prepackaged or pre-negotiated plan of reorganization or other plan, including any "credit bid" made pursuant to section 363(k) of the Bankruptcy Code), asset swap, recapitalization, reorganization, consolidation, amalgamation, spin-off, split-off or other transaction (any of the foregoing, an "M&A Transaction"). (c) Financing. i. Act as the Debtors' exclusive investment banker in connection with any of the following (each, a "Financing" and, together with an M&A Transaction and a Restructuring, a "Transaction"): (i) the sale and/or placement, whether in one or more public or private transactions, of (A) common equity, preferred equity, and/or equity-linked securities of the Debtors (regardless of whether sold by the Debtors or its securityholders), including, without limitation, convertible debt securities (collectively, "Equity Securities"), and/or (B) notes, bonds, debentures and/or other debt securities of the Debtors, including, without limitation, mezzanine and asset-backed securities (collectively, "Debt Securities"); and/or (ii) the arrangement and/or placement of any bank debt and/or other credit facility of the Debtors including debtor-in-possession financing (collectively, "Bank Debt" and any or a combination of Bank Debt, Equity Securities and/or Debt Securities, the "Instruments"). For the avoidance of doubt: (A) if a Financing is executed in more than one issuance or tranche, each shall be deemed to be a Financing; (B) a Financing shall not include any amendment, extension, modification, exchange, acquisition or restructuring of any existing indebtedness, preferred equity or other securities of the Debtors to the extent that such Financing does not provide new financing to the Debtors; and (C) neither a credit bid nor a liquidation (including any issuance of interests in a trust in connection with the same) will be considered a "Financing." The firm will be compensated as follows: (a) Monthly Fee. A monthly fee (the "Monthly Fee") equal to $125,000 per month until termination of the Engagement Letter. The first Monthly Fee will be payable as of the date of the Prior Agreement and each subsequent Monthly Fee will be payable on each monthly anniversary following the same. After three full Monthly Fees have been actually been paid, 50 percent of any Monthly Fees actually paid following such date will be credited once, without duplication, against any Restructuring Fee and/or M&A Transaction Fee subsequently payable under the Engagement Letter. (b) Restructuring Fee. Promptly upon the consummation of a Restructuring, a fee (the "Restructuring Fee") in an amount equal to 0.75 percent of the face value of the indebtedness and preferred equity subject to such Restructuring. (c) Financing Fee. Promptly upon the consummation of a Financing, a fee (the "Financing Fee") equal to an amount to be determined according to the following schedule: i. 1.75 percent of the aggregate principal amount of any senior secured Bank Debt or senior secured Debt Securities of any Financing; ii. 3.25 percent of the aggregate principal amount of any Financing involving Bank Debt or Debt Securities that is not covered by clause (i) above; and iii. 4.75 percent of the aggregate gross proceeds received or to be received from the sale of Equity Securities, including, without limitation, aggregate amounts committed by investors to purchase Equity Securities in connection with any Financing. No Financing Fee will be payable on account of any portion of a Financing provided or arranged by the Sponsor. To the extent proceeds of any Financing are used to retire or repay existing indebtedness or preferred equity on which a Restructuring Fee would otherwise be earned, the amount of such proceeds will be deducted from the amount of Restructured Obligations for purposes of calculating the Restructuring Fee. (d) M&A Transaction Fee. Subject to Section 4(f) of the Engagement Letter, upon the closing of an M&A Transaction involving all or a majority of the assets or equity of the Debtors at the time of such closing, a fee (the "M&A Transaction Fee"), equal to the greater of: $4.5 million and 3.0 percent of the Transaction Value of such M&A Transaction. 100 percent of any M&A Transaction Fees actually paid to Jefferies shall be credited once, without duplication, against any Restructuring Fee subsequently payable to Jefferies under the Engagement Letter. (e) Minority M&A Transaction Fee. Subject to Section 4(f) of the Engagement Letter, upon the closing of an M&A Transaction not covered by clause (d) above, a fee (the "Minority M&A Transaction Fee"), equal to the greater of: $1.25 million and 3.0 percent of the Transaction Value of such M&A Transaction. 100 percent of any Minority M&A Transaction Fees actually paid to Jefferies will be credited once, without duplication, against any M&A Transaction Fee or Restructuring Fee payable to Jefferies under the Engagement Letter. (f) Expenses. In addition, whether or not a Transaction occurs, the Debtors will reimburse Jefferies for all reasonable and reasonably documented out-of-pocket expenses (including fees and expenses of its counsel and fees and expenses of other independent experts retained by Jefferies, subject to, solely with respect to such independent experts, the Debtors' prior written consent) incurred by Jefferies in connection with this engagement (including any unpaid expenses incurred in connection with the Prior Agreement and unpaid as of the date of the Engagement Letter). Notwithstanding the foregoing, the amount for which Jefferies will seek reimbursement under Section 5 of the Engagement Letter will not exceed $50,000 in the aggregate without the Debtors' prior written consent. Jeffrey Finger, a managing director at Jefferies LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey Finger JEFFERIES LLC 520 Madison Avenue New York, NY 10022 Telephone: (212) 284-2300 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. NUMBER HOLDINGS: Hires Morris Nichols as Bankruptcy Co-Counsel -------------------------------------------------------------- Number Holdings Inc., 99 Cents Only Stores LLC and their affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Morris, Nichols, Arsht & Tunnell LLP as bankruptcy co-counsel. The firm will render these services: a. perform all necessary services as the Debtors' bankruptcy co-counsel; b. take all necessary actions to protect and preserve the Debtors' estates during these Chapter 11 Cases; c. prepare or coordinate preparation on behalf of the Debtors, as debtors in possession, necessary motions, applications, answers, orders, reports and papers in connection with the administration of these Chapter 11 Cases; d. counsel the Debtors with regard to their rights and obligations as debtors in possession; e. coordinate with the Debtors' other professionals in representing the Debtors in connection with these Chapter 11 Cases; and f. perform all other necessary legal services. The firm will be paid at these rates: Partners $850 to $1,695 Associates and Special Counsel $545 to $965 Paraprofessionals $345 to $395 Case Clerks $195 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: In connection with the chapter 11 cases, Morris Nichols was retained by the Debtors pursuant to the Engagement Agreement dated March 26, 2024. The material terms of the prepetition restructuring engagement are the same as the terms described in the Dehney Declaration. For work performed for the Debtors in 2024, Morris Nichols's hourly rates are as follows: Partners $850 to $1,695 Associates and Special Counsel $545 to $965 Paraprofessionals $345 to $395 Case Clerks $195 Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Morris Nichols and the Debtors are working on a budget and staffing plan for the Chapter 11 Cases Robert Dehney, Sr., Esq., a partner at Morris, Nichols, Arsht & Tunnell LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert J. Dehney, Sr., Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 North Market Street, 16th Floor PO Box 1347 Wilmington, DE 19899-1347 Tel: (302) 351-9353 Fax: (302) 658-3989 Email: rdehney@morrisnichols.com 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 Debtor 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 Debtor'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. NUMBER HOLDINGS: Seeks to Hire Hilco Real Estate as Consultant -------------------------------------------------------------- Number Holdings Inc., 99 Cents Only Stores LLC and their affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Hilco Real Estate, LLC, as their real estate consultant and advisor. The firm's services include: (a) meeting with the Debtor to ascertain the Debtor's goals, objectives, and financial parameters; (b) providing aggressive, conservative, and mid-level summary valuations for each Lease and Property and potential strategic alternatives for the restructuring, disposition and/or sale of the Leases and Properties to aid in the Debtor's projections for mitigating liability and potential proceeds from the sale strategy; (c) consulting with and advising the Debtor with respect to a strategic plan for the restructuring, disposition, and/or sale of the Leases and Properties; (d) in accordance with the RE Strategic Plan, negotiating, on the Debtor's behalf, the terms of restructuring, disposition and/or sale, assignment or transfer agreements for the Leases and purchase and sale agreements for the Properties; (e) promptly advising the Debtor regarding any offers made with respect to selling, restructuring, assigning, subleasing, or terminating the Leases or the sale of the Properties; (f) providing written reports and updates regarding the status of negotiations; (g) at the Debtor's direction, providing key updates and strategic information to the Debtor's key advisors, lawyers, lenders, and other interested parties; and (h) assisting the Debtor in closing the pertinent restructuring, disposition, and/or sale agreements for the Leases and Properties. The firm will be compensated as follows: (a) Restructured Leases. For each Lease that becomes a Restructured Lease, Hilco shall earn a fee equal to 4.75 percent of the amount equal to the net savings created by a Restructured Lease, which will be paid in a lump sum at the time of the closing of the agreement having the effect of restructuring the Lease. (b) Lease Disposition. In respect of any Lease that is sold, assigned, or otherwise transferred, Hilco shall earn a fee equal to 5.0 percent of the aggregate cash and cash-equivalent claims savings received by the Debtors, which shall be paid in a lump sum at the time of the closing of the agreement. (c) Properties. In the event a Property is sold, Hilco shall earn a fee equal to 2.50 percent of the aggregate cash or non-cash consideration received by the Debtors in consideration of such Property, which shall be payable at the time of the closing. (d) Credit Bid. In the event a Property is sold or otherwise transferred via a credit bid, foreclosure or other sale process, whether pursuant to section 363 of the Bankruptcy Code or a chapter 11 plan or otherwise, Hilco shall earn a fee equal to two-thirds (2/3) of the Property Sale Fee for such Property. (5) Expenses. The Debtors will reimburse Hilco for all reasonable, documented, and customary out-of-pocket costs and expenses associated with the Services. Hilco is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as disclosed in the court filings. The firm can be reached through: Ryan Lawlor Hilco Real Estate 5 Revere Drive, Suite 206 Northbrook, IL 60062 Email: RLawlor@hilcoglobal.com 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 Debtor 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 Debtor'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. NUMBER HOLDINGS: Seeks to Hire Kroll Restructuring as Claims Agent ------------------------------------------------------------------ Number Holdings Inc., 99 Cents Only Stores LLC and their affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kroll Restructuring Administration LLC as administrative advisor. The firm will provide these services: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (f) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Benjamin Steele, a managing director at employ Kroll Restructuring Administration LLC, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Tel: (212) 593-1000 About 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. NUMBER HOLDINGS: Seeks to Hire Milbank LLP as Bankruptcy Counsel ---------------------------------------------------------------- Number Holdings Inc., 99 Cents Only Stores LLC and their affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Milbank LLP as their counsel. The firm will render these services: a. advise the Debtors with respect to their rights, powers, and duties as debtors in possession in operating their business and managing their properties; b. advise and consult on the administration of these Chapter 11 Cases; c. appear before the Court and any appellate courts to represent the interests of the Debtors' estates; d. draft all necessary or appropriate pleadings, including motions, applications, answers, responses, orders, reports, and other papers necessary or beneficial to the administration of the Debtors' estates; e. represent the Debtors in connection with obtaining postpetition financing and authority to use cash collateral; f. advise and assist the Debtors in connection with one or more sales of their assets; g. advise the Debtors concerning assumptions, assignments, and rejections of executory contracts and unexpired leases; h. advise the Debtors and take all necessary or appropriate actions to protect and preserve the Debtors' estates; i. attend meetings and negotiate with representatives of creditors and other parties in interest; j. advise the Debtors, prepare the necessary documentation and pleadings, and take all necessary or appropriate actions in connection with statutory bankruptcy issues, strategic transactions, asset sale transactions, real estate, intellectual property, employee benefits, business and commercial litigation, regulatory, corporate, and tax matters; and k. perform all other necessary legal services in connection with these Chapter 11 Cases as may be required in connection with the administration of the Debtors' estates. The standard hourly rates charged by Milbank are: Partners $1,695 to $2,245 Counsel $1,575 to $1,795 Associates $595 to $1,475 Legal Assistants $330 to $530 Milbank received approximately $12,300,000 from the Debtors and is currently holding a retainer of approximately $50,000. Consistent with the U.S. Trustee Guidelines, Milbank provides the following information in further support of the Application: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Milbank did not agree to a variation of its standard or customary billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: None of Milbank's professionals included in this engagement has varied their rate based on the geographic location of these cases. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Milbank represented the Debtors in the twelve months prior to the Petition Date. The billing rates and material financial terms in connection with such representation have not changed postpetition, other than due to annual and customary firm-wide adjustments to Milbank's hourly rates in the ordinary course of Milbank's business; and Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Debtors and Milbank intend to develop a prospective budget and staffing plan in a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures. Consistent with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Michael Price, a partner at Milbank, disclosed in court filings that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael W. Price, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Email: mprice@milbank.com 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 Debtor 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 Debtor'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. NUMBER HOLDINGS: Seeks to Tap Ordinary Course Professionals ----------------------------------------------------------- Number Holdings Inc., 99 Cents Only Stores LLC and their affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to retain professionals utilized in the ordinary course of business. The Debtor needs ordinary course professionals to perform services for matters unrelated to this Chapter 11 case. The Debtor seeks to pay OCPs 100 percent of the fees and expenses incurred. The Debtor does not believe that any of the ordinary course professionals have an interest materially adverse to it, its estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCPs include: TIER 1 OCP CAP AMOUNT: $175,000 Seyfarth Shaw LLP 233 S Wacker Drive, Suite 8000 Chicago, IL 60606 -- Legal Services -- Employment Shoreline, A Law Corporation 1299 Ocean Avenue, Suite 400 Santa Monica, CA 90401 -- Legal Services -- Real Estate Haynes and Boone LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219 -- Legal Services -- Employment / OSHA Munger, Tolles & Olson LLP P.O. Box 515065 Los Angeles, CA 90051 -- Legal Services -- Employment Pillsbury Winthrop Shaw Pitman LLP P.O. Box 2824 San Francisco, CA 94126 -- Legal Services -- Transactional Proskauer Rose LLP 11 Times Square New York, NY 10036 -- Legal Services -- Employment Ryan LLC 15 West 6th Street, Suite 2400 Tulsa, OK 74119 -- Tax Consultants -- Real & Personal Property TIER 2 OCP CAP AMOUNT: $75,000 Brandon, Smerber Law Firm 139 E. Warm Springs Road Las Vegas, NV 89119 -- Legal Services -- Litigation Colman Law Firm 15615 Alton Pkway, Suite 370 Irvine, CA 92618 -- Legal Services -- Litigation Dolan & Associates 31355 Oak Crest Drive, Suite 220 Westlake Village, CA 91361 -- Legal Services -- Litigation Downey Brand LLP 621 Capital Mall, 18th Floor Sacramento, CA 95814 -- Legal Services -- Regulatory (California) Fanning Harper Marinson Brandt & Kutchin, P.C. 4849 Greenville Avenue, Suite 1300 Dallas, TX 75206 -- Legal Services -- Litigation Griffin & Griffin 18230 Farm to Market Road 1488, Suite 330 Magnolia, TX 77354 -- Legal Services -- Litigation Hoppe Law Group 680 W. Shaw Avenue, Suite 207 Fresno, CA 93704 -- Legal Services -- Litigation Jones, Skelton & Hochuli, P.L.C. 40 N Central Avenue, Suite 2700 Phoenix, AZ 85004 -- Legal Services -- Litigation Knobbe Martens Olson & Bear, LLP 2040 Main Street, Floor 14 Irvine, CA 92614 -- Legal Services -- Intellectual Property Martin Frost & Hill, Attorneys at Law 3345 Bee Cave Road, Suite 105 Austin, TX 78746 -- Legal Services -- Regulatory / Liquor Licenses Michael S. Simon 11601 Wilshire Boulevard, Suite 500 Los Angeles, CA 90025 -- Legal Services -- Regulatory / Weights & Measures MSDSonline 222 Merchandise Mart Plaza, Suite 17 Chicago, IL 60654 -- Legal Services -- Regulatory / Liquor Licenses PricewaterhouseCoopers LLP 4040 W Boy Scout Boulevard Tampa, FL 33607 -- Tax Consultants -- Compliance Robert A. Kearney 514 S Moore Street Bloomington, IL 61701 -- Legal Services -- Employment Saltzman Mugan Dushoff LLC 1835 Village Center Circle Las Vegas, NV 89134 -- Legal Services -- Regulatory / Liquor Licenses Sims, Lawrence & Arruti 2261 Lava Ridge Court Roseville, CA 95661 -- Legal Services -- Litigation Solomon Saltsman & Jamieson 426 Culver Boulevard Playa Del Rey, CA 90293 -- Legal Services -- Regulatory / Liquor Licenses Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036 -- Legal Services -- Employment The Silverstein Law Firm APC 215 N Marengo Avenue, 3rd Floor Pasadena, CA 91101 -- Legal -- Real Estate York & Wainfeld, Law Offices of 9301 Oakdale Avenue, Suite 220 Chatsworth, CA 91311 -- Legal Services -- Litigation 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. NUMBER HOLDINGS: Taps Christopher Wells of Alvarez & Marsal as CRO ------------------------------------------------------------------ Number Holdings Inc., 99 Cents Only Stores LLC and their affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC to provide certain Additional Personnel and designate Christopher J. Wells as its chief restructuring officer. The firm's services include: (a) coordinating/assisting with short and long-term projected cash flows, including 13-week cash flow forecasts for applicable scenarios, and operating performance; (b) assisting in the development and/or review of possible restructuring plans or strategic alternatives, including conducting analyses around an orderly wind-down liquidation and other options for the Company and in-court vs. out-of-court analyses; (c) assisting in inventory management and needed operational changes required with respect to various strategic alternatives; (d) subject to the direction of the Board, reviewing and executing documents on behalf of the Company; (e) performing such other services as requested or directed by the Board or other Company personnel as authorized by the Board and agreed to by A&M that is not duplicative of work others are performing for the Company. (f) assisting the Debtors in the preparation of financial-related disclosures required by the Court, including the Debtors' Schedules of Assets and Liabilities, Statements of Financial Affairs, and Monthly Operating Reports; and (g) assisting the overall financial reporting division in managing the administrative requirements of the Bankruptcy Code, including postpetition reporting requirements and claim reconciliation efforts. The firm's current billing rates are: Managing Director $1,075 to $1,525 per hour Director $825 to $1,075 per hour Associate $625 to $825 per hour Analyst $425 to $625 per hour The firm received a retainer in the amount of $1,000,000. Mr. Wells disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher J. Wells Alvarez & Marsal North America, LLC One East Washington Street, Suite 1110 Phoenix, AZ 85004 Phone: (602) 459-7053 Email: cwells@alvarezandmarsal.com 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. OCEAN POWER: Joseph DiPietro Quits; Robert Powers Named New PAO --------------------------------------------------------------- Ocean Power Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that effective April 26, 2024, Joseph DiPietro, the Company's corporate controller, treasurer and principal accounting officer, departed from the Company. Robert Powers, the Company's chief financial officer, will now also serve as principal accounting officer. There are no changes to Mr. Powers employment terms or compensation in connection with this change. Mr. Dipietro's departure from the Company was not because of a disagreement with the Company or its independent audit firm, known to an executive officer of the Company, on any matter relating to the Company's financial statements, operations, policies or practices. In connection with the departure, the employment letter of Joseph DiPietro dated effective Sept. 23, 2021 was also terminated. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, OPT -- www.OceanPowerTechnologies.com. -- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. The Company's PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also provides WAM-V autonomous surface vessels (ASVs) and marine robotics services. For the nine months ended Jan. 31, 2024 and through the date of filing of this Form 10-Q (March 13, 2024), management has not obtained any material additional capital financing. Management believes the Company's current cash balance at Jan. 31, 2024 of $4.9 million and short term investments balance of $4.4 million may not be sufficient to fund its planned expenditures through at least March 2025. Ocean Power said these conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company's operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. OSHKOSH REFURB: Unsecureds Get Paid in 48 Equal Monthly Installment ------------------------------------------------------------------- Oshkosh Refurb, Inc., and Extreme Customs, LLC, submitted a Joint Disclosure Statement, dated April 12, 2024. On Friday Dec. 15, 2023, the Debtors filed their petitions for relief. The following Monday, Dec. 18, 2023, Customs filed its "first day" motions: (1) Motion for Entry of an Interim and Final Order (A) Authorizing Use of Cash Collateral and (B) Granting Adequate Protection (2) Motion for Entry of Interim and Final Order Authorizing Extreme Customs, LLC to (A) Pay Prepetition Compensation, (B) Pay and Honor Medical and Other Benefits Programs, (C) Continue Employee Benefit Programs and (D) Pay Third Party Deductions and Taxes. On Dec. 20, 2023, Extreme Customs filed its Motion for Entry of Interim and Final Orders Authorizing Extreme Customs, LLC to obtain Post-Petition Financing. The Debtors also filed a motion to jointly administer these chapter 11 cases. On Dec. 21, 2023, the Court held an expedited hearing to consider the first day motions. Based upon the records at the hearing, the Court entered orders approving the first day motions on an interim basis. The Court also scheduled for Jan. 29, 2024 a hearing to consider the first day motions on a final basis. On Jan. 5, 2024, the Court entered an order authorizing the joint administration of these two bankruptcy cases. On Jan. 25, 2024, Bank First filed Objection of Bank First to Debtor's Motion for Entry of a Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection. No other objections were filed. Based upon the record at the Jan. 29, 2024 hearing, the Court proceeded to enter orders approving the first day motions on a final basis. Under the Plan, Class 5 General Unsecured Claims are estimated to total $2,744,337. The Debtors will pay all unsecured claims in 48 equal monthly installments commencing 30 days after the effective date of the Plan. The Debtors may prepay the Class 5 Claimants at any time without penalty and at the Debtors' discretion. Class 5 is impaired. The Debtors will make all payments contemplated under the Plan through a combination of (a) cash generated from the business income of the Reorganized Extreme Customs, LLC; (b) cash received from payments of the City of Oshkosh's contribution to Reorganized Oshkosh Refurb, Inc.; and (c) any other sources, including but not limited to recoveries from other assets identified in the Schedules and recoveries on claims. Counsel for the Debtors: Paul G. Swanson, Esq. Peter T. Nowak, Esq. Michael C. Jurkash, Esq. SWANSON SWEET LLP 107 Church Avenue Oshkosh, WI 54901 Tel: (920) 235-6690 Fax: (920) 426-5530 E-mail: pswanson@swansonsweet.com pnowak@swansonsweet.com mjurkash@swansonsweet.com A copy of the Disclosure Statement dated April 12, 2024, is available at https://tinyurl.ph/DBjHh from PacerMonitor.com. About Oshkosh Refurb Oshkosh Refurb, Inc., is a single asset real estate entity that owns and leases the real estate to Extreme Customs, LLC, upon which Customs operates. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wisc. Case No. 23-25769) on Dec. 15, 2023. In the petition signed by Tyler G. Reilly, chairman and sole shareholder, the Debtor disclosed up to $10 million in both assets and liabilities. Paul G. Swanson, Esq., at Swanson Sweet LLP, is the Debtor's legal counsel. OVIEDO-CLERMONT ROOFING: Case Summary & Six Unsecured Creditors --------------------------------------------------------------- Debtor: Oviedo-Clermont Roofing, Inc. 802 S. Hwy 27 Clermont, FL 34715 Business Description: The Debtor is a family owned construction and roofing company. Chapter 11 Petition Date: April 26, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-02058 Judge: Hon. Lori V. Vaughan Debtor's Counsel: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 E-mail: jluna@lathamluna.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard G. Moriarty, III as president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LAXWY6A/Oviedo-Clermont_Roofing_Inc__flmbke-24-02058__0001.0.pdf?mcid=tGE4TAMA PAVMED INC: Agrees to Extension of $2M Fee Payment Deadline ----------------------------------------------------------- PAVmed Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 25, 2024, it entered into a letter agreement with the holder of the senior secured convertible note issued by the Company as of April 4, 2022 and the secured convertible note issued by the Company as of Sept. 8, 2022, pursuant to which the Company and the holder agreed to extend the deadline for the payment of a $2,000,000 fee due in respect of the Notes. As previously disclosed, the Company had agreed in March 2024 to pay the fee in consideration of the one year extension of the maturity date of each of the Notes and the waiver of certain of the financial covenants contained in the Notes. Pursuant to the letter agreement, the due date for the fee was extended from April 25, 2024 to June 15, 2024. About PAVmed Headquartered in New York, PAVmed -- www.pavmed.com -- is structured to be a multi-product life sciences company organized to advance a pipeline of innovative healthcare technologies. Led by a team of highly skilled personnel with a track record of bringing innovative products to market, PAVmed is focused on innovating, developing, acquiring, and commercializing novel products that target unmet needs with large addressable market opportunities. Leveraging its corporate structure -- a parent company that will establish distinct subsidiaries for each financed asset -- the Company has the flexibility to raise capital at the PAVmed level to fund product development, or to structure financing directly into each subsidiary in a manner tailored to the applicable product, the latter of which is its current strategy given prevailing market conditions. New York, NY-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 a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PETERSON REAL ESTATE: May 21 Disclosure Statement Hearing Set ------------------------------------------------------------- Judge Thomas B. McNamara has entered an order that the hearing to consider the adequacy of and to approve the Disclosure Statement of Peterson Real Estate, LLC, will be held on Tuesday, May 21, 2024, at 1:30 p.m., in Courtroom E, United States Bankruptcy Court for the District of Colorado, United States Custom House, 721 19th Street, Denver, Colorado. Objections to the Disclosure Statement shall be filed and served not less than 14 days prior to the Hearing. About Peterson Real Estate Peterson Real Estate LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Peterson Real Estate LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-10045) on Jan. 5, 2024. The petition was signed by James Peterson as managing member. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Debtor is represented by: Aaron J. Conrardy, Esq. 2980 S. Galapago St. Englewood, CO 80110 PLUS STUDIOS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Plus Studios LLC 3271 E Warm Springs Rd. Las Vegas, NV 89120 Business Description: Plus Studios is a curator of tradeshow experiences, unique events and modernistic interiors. Chapter 11 Petition Date: April 26, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-12035 Debtor's Counsel: Timothy P. Thomas, Esq. LAW OFFICE OF TIMOTHY P. THOMAS, LLC 1771 E. Flamingo Rd. Suite B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 Fax: (702) 227-0334 E-mail: tthomas@tthomaslaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Matthew S. Naert as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WWOSGWY/PLUS_STUDIOS_LLC__nvbke-24-12035__0001.0.pdf?mcid=tGE4TAMA PRIORITY HOLDINGS: Moody's Affirms B2 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings affirmed the credit ratings of Priority Holdings, LLC, including its B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 Senior Secured First Lien Bank Credit Facilities (Term Loans and Revolving Credit Facility). The outlook remains stable and the Speculative Grade Liquidity rating remains unchanged at SGL-1. Concurrently, Moody's assigned B2 ratings to the proposed $790 million Senior Secured First Lien Term Loan B due 2031 and $70 million Senior Secured First Lien Revolving Credit Facility due 2029. The proceeds from the new term loan, along with about $3 million of balance sheet cash, will be used to retire the existing term loan, redeem $125 million from the $280 million in preferred equity, bringing the balance to $155 million, and to cover about $16 million in estimated fees and expenses. The stable outlook reflects Moody's expectation of double-digit revenue growth in 2024 along with modest margin expansion and healthy free cash flow generation. RATINGS RATIONALE Priority's B2 CFR reflects moderately high leverage (especially when considering the potential that the remaining preferred equity may be refinanced with debt), balanced by healthy growth prospects in SMB merchant acquiring, continued expansion in B2B payments with electronic and automated solutions, and robust growth prospects in its Enterprise business, with new accounts on the CFTPay platform and concurrent increases in interest income on deposits on the same platform. Moody's considers the proposed refinancing transaction to be largely leverage neutral, and it already considered financial leverage inclusive of preferred equity given the likelihood of a refinancing with debt. Positively, the transaction extends the term loan and revolver maturities by four and three years, respectively. The company maintains a good market position as the sixth largest non-bank merchant acquirer in the US, with a robust presence in card-not-present transactions. Moody's expects 2024 revenue growth of approximately 14.5%, with about 9% organic growth and the rest attributable to the acquisition of Plastiq Inc. assets in August 2023, which sit in the B2B business and enable merchants to pay any vendor with a credit card, regardless of the vendor's credit card acceptance capabilities. Sales expectations plus modest margin expansion will lead to debt-to-EBITDA of about 4.2x at year end 2024 and pro forma for the proposed transaction, vs. 4x at year end 2023 (excluding the transaction). Inclusive of preferred equity, Moody's expects financial leverage to settle at about 5x at year end 2024. Priority's very good liquidity is supported by an unrestricted cash balance of $40 million as of December 31, 2023. Liquidity is also supported by projected free cash flow of about $55 million in 2024 and a proposed fully available $70 million revolving credit facility maturing in 2029. 2024 cash flow estimates are not meaningfully impacted by the proposed transaction given that the proposed term loan and the cash dividend on the preferred equity are priced very similarly. The existing revolving credit facility is subject to a total net leverage covenant of 6.5x applicable when utilization exceeds 35%, stepping down gradually to 5.5x by September 2023. Priority is in compliance with the covenant with a meaningful cushion. The proposed revolver is expected to contain a total net leverage covenant of 6.5x when utilization exceeds 35%, stepping down to 6x by the end of 2025. Governance considerations as reflected in the G-4 issuer profile score include the company's moderately elevated leverage (especially when considering the pro forma remaining $155 million in preferred equity) as well as the concentration of management and ownership in the CEO and Chairman and his family members. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with consistent revenue and EBITDA growth, (Debt plus Preferred Equity) / EBITDA (Moody's-adjusted) sustained below 5x, and FCF-to-(Debt plus Preferred Equity) in the mid-to-high single digits. The ratings could be downgraded with revenue or margin declines, (Debt plus Preferred Equity) / EBITDA (Moody's-adjusted) sustained above 6x, and/or with a weakening of liquidity. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of $170 million and 100% of Adjusted EBITDA, plus unlimited amounts subject to a maximum 4.25x Consolidated Total Net Leverage Ratio, with an inside maturity sublimit up to the greater of $42.5 million and 25% of Adjusted EBITDA. A "blocker" provision restricts the transfer of material intellectual property to unrestricted subsidiaries. The credit agreement provides limitations on up-tiering transactions, requiring affected lender consent for amendments that subordinate the debt and liens. Headquartered in Alpharetta, Georgia, Priority is a merchant acquirer and payment solutions provider serving approximately 860,000 customers across its SMB, B2B, and Enterprise segments. Revenues for the fiscal year ended December 31, 2023, were $756 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PRIZE MANAGEMENT: June 4 Confirmation Hearing Set ------------------------------------------------- Judge David M. Warren has entered an order that the Disclosure Statement of Prize Management, LLC, is conditionally approved. May 28, 2024, is fixed as the last day for filing and serving written objections to the Disclosure Statement. If no objections or requests to modify the disclosure statement are filed on or before that date, the conditional approval of the Disclosure Statement will become final. Any objections to or requests to modify the Disclosure Statement will be considered at the confirmation hearing. The hearing on confirmation of the Plan is scheduled on Tuesday, June 4, 2024 at 10:00 a.m. in 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27601. May 28, 2024, is fixed as the last day for filing written acceptances or rejections of the Plan. May 28, 2024, is fixed as the last day for filing and serving written objections to confirmation of the Plan. A copy of the Order dated April 12, 2024, is available at https://tinyurl.ph/yhrfB from PacerMonitor.com. About Prize Management Prize Management, LLC, is a sand and gravel mining company which operates on the land owned by Sand Ridge Development Assn., Inc. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-02681) on Sept. 14, 2023. In the petition signed by Alton Williams, Jr., president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Pamela W. McAffee oversees the case. William P. Janvier, Esq., at Stevens Martin Vaugh & Tadych, PLLC, is the Debtor's legal counsel. RAINIER VIEW: Seeks to Hire Bush Kornfeld as Bankruptcy Counsel --------------------------------------------------------------- Rainier View Court III, LLC seeks approval from the U.S. Bankruptcy Code for the Western District of Washington to hire Bush Kornfeld LLP as its bankruptcy counsel. The firm's services include: (a) advising the Debtor of its rights, duties, responsibilities and powers in the Chapter 11 Case; (b) assisting, advising, and representing the Debtor relative to the administration of the Chapter 11 Case; (c) attending meetings and conferences and otherwise communicating and negotiating with representatives of creditors and other parties in interest as to matters arising in or related to the Chapter 11 Case; (d) assisting the Debtor in the formulation, preparation, drafting, negotiating and obtaining approval of a Subchapter V plan of reorganization; (e) assisting the Debtor in the review, analysis, negotiation and approval of any financing or funding agreements; (f) taking all necessary actions to protect and preserve the interests of the Debtor, its business operations and its bankruptcy estate, including, without limitation, the prosecution of actions against third parties; (g) reviewing, analyzing, evaluating and, where appropriate, filing objections to claims filed or asserted against the Debtor in the Chapter 11 Case; (h) assisting the Debtor in the review, analysis, negotiation and approval of any transactions as an alternative to confirmation of plans of reorganization; (i) preparing on behalf of the Debtor all appropriate and necessary motions, applications, responses, replies, answers, orders, reports, and other papers and pleadings in support and furtherance of the Chapter 11 Case; (j) appearing, as appropriate, before this Court, appellate courts, and other courts or regulatory bodies in which matters may be heard and to protect the interests of the Debtor before said courts, regulatory bodies and the United States Trustee; and (k) performing such other legal services as may be required or deemed to be in the interests of the Chapter 11 Case, the Debtor and the bankruptcy estate. The firm will be paid at these rates: Attorneys $420 to $695 per hour Paralegals $100 to $150 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. On March 14, 2024, the Debtor paid Bush Kornfeld $26,116 for prepetition services. Thomas A. Buford, Esq., a partner at Bush Kornfeld, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas A. Buford, Esq. BUSH KORNFELD LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Telephone: (206) 292-2110 Email: tbuford@bskd.com, About Rainier View Court III, LLC Rainier View Court III, LLC owns three properties located in the state of Washington having a total current value of $14.05 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-40549) on March 14, 2024. In the petition signed by Vance Ostrander, managing member, the Debtor disclosed $14,114,687 in total assets and $9,550,128 in total liabilities. Judge Brian D Lynch oversees the case. Thomas A Buford, Esq., at Bush Kornfield, LLP, represents the Debtor as legal counsel. RAOCORE TECHNOLOGY: Trustee Taps Fox Rothschild as Counsel ---------------------------------------------------------- Jolene E. Wee, subchapter V trustee of Raocore Technology, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Fox Rothschild LLP as counsel. The firm will render these services: a. attend meetings and negotiate with creditors and other parties-in-interest and advise and consult on the conduct of the case to the extent requested by the Trustee; b. advise and assist the Trustee in the performance of her duties under the Bankruptcy Code, including to investigate the acts, conduct, assets, liabilities and financial condition of the pre-petition Debtor and to locate and repatriate assets of the estate; c. appear before this Court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; d. assist, advise and represent the Trustee in the investigation, formulation, filing, prosecution, negotiation and/or settlement of any and all litigation claims and causes of action available to the Debtor's estate, including, without limitation, avoidance actions under sections 542 through 550 of the Bankruptcy Code; and e. assist, advise and represent the Trustee in any other matter as directed by the Trustee. The firm will be paid at these rates: Robert F. Elgidely $620/hour Jaeho Lee $460/hour Diana L. Shutzer $560/hour Robert F. Elgidely, Esq., a partner of Fox, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert F. Elgidely, Esq. Jaeho Lee, Esq. Diana Shutzer, Esq FOX ROTHSCHILD LLP 2020 K Street N.W., Suite 500 Washington, D.C. 20006 Telephone: (202) 461-3100 E-Mails: dshutzer@foxrothschild.com relgidely@foxrothschild.com jlee@foxrothschild.com About Raocore Technology, LLC Raocore Technology, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-12080) on December 20, 2023. At the time of the filing, the Debtor reported $100,001 to $500,000 in both assets and liabilities. RAPID P&P: Trustee Says Disclosures Inadequate ---------------------------------------------- The United States Trustee, in objection to the Disclosure Statement filed by Rapid P&P LLC. Projections of Cash Flow for Post-Confirmation Period do not contain sufficient information for creditors to have a clear understanding of the projection income or expenses. The U.S. Trustee adds that it appears from the projections that income and CGS will increase incrementally except for Year 2 but there is no corresponding narrative as to how the income projections were determined and why Year 2 is different. In addition, there is a significant decrease in other expenses from 2023 to Year 1 of the 5-year forecast without sufficient explanation. The reduction in other expenses in Year 1 of the projections makes up a large portion of the projected positive income of $627,492 for Year 1. Subsequently, there is an increase in expenses from Year 1 through Year 4 but a decrease in Year 5 without corresponding information for the decrease in expenses. About Rapid P&P Rapid P&P, LLC, doing business as Rapid Prototypes, is a Bentonville-based packaging services company founded in 2003. It builds corrugated packaging and display prototypes for retail suppliers, which are abundant in Northwest Arkansas. Rapid P&P filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 23-70907) on June 30, 2023, with $3,097,943 in assets and $6,399,344 in liabilities. Donald Brady, Esq., at Brady Law Firm, has been appointed as Subchapter V trustee. Judge Bianca M. Rucker oversees the case. Stanley V. Bond, Esq., at Bond Law Office, is the Debtor's counsel. RAPTOR AUTO: Taps Alla Kachan P.C. as Bankruptcy Counsel -------------------------------------------------------- Raptor Auto Transport Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Alla Kachan as its counsel. The firm will provide these services: a. assist the Debtor in administering the bankruptcy case; b. make such motions or taking such action as may be appropriate or necessary under the Bankruptcy Code; c. represent the Debtor in prosecuting adversary prosecuting to collect assets of the estate such other actions as Debtor deem appropriate; d. take such steps as may be necessary for Debtor to marshal and protect the estate's assets; e. negotiate with Debtor's creditors in formulating a plan of reorganization for Debtor in this case; f. draft and prosecute the confirmation of Debtor's plan of reorganization in this case; and g. render such additional services as Debtor may require in the bankruptcy case. The firm will be paid at these rates: Attorney $475 per hour Clerk and Paraprofessional $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Alla Kachan, a partner at Law Offices of Alla Kachan, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue., Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Raptor Auto Transport Inc. Raptor Auto Transport Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-41140) on March 14, 2024, listing up to $50,000 in assets and $1,000,001 to $10 million in liabilities. Judge Jil Mazer-Marino presides over the case. Alla Kachan, Esq. at the Law Offices Of Alla Kachan P.C. represents the Debtor as counsel. RENALYTIX PLC: Issues 26.8 Million Second Tranche Ordinary Shares ----------------------------------------------------------------- Renalytix plc confirms that the Second Tranche Placing Shares of 26,815,841 ordinary shares of GBP0.0025 each were issued on April 24, 2024. An application will be made to London Stock Exchange plc for the admission of the Second Tranche Placing Shares to be admitted to trading on AIM following the Second Resale Registration Statement having been filed with the SEC (which is expected to be within 45 days of Second Closing) and become effective. The Second Tranche Placing Shares have been credited as fully paid and rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue. 2.9 announcement In accordance with Rule 2.9 of the City Code on Takeovers and Mergers and further to the announcements on March 12, 2024 and March 15, 2024, the Company confirms that as at the close of business on April 24, 2024, its issued share capital consisted of 154,368,191 Ordinary Shares following the issuance of the Second Tranche Placing Shares of 26,815,841 Ordinary Shares. The Company has no Ordinary Shares held in treasury. The Company also has a sponsored Level III ADR programme. The ADSs are traded on the Nasdaq Global Market and Citibank N.A. acts as the depositary for the programme. Each ADS represents two Ordinary Shares. The total number of voting rights in the Company is therefore 154,368,191. The International Securities Identification Number for the Ordinary Shares is GB00BYWL4Y04. The International Securities Identification Number for the ADSs is US75973T1016. About Renalytix Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ: RNLX) -- www.renalytix.com -- is focused on providing doctors around the world with a safe, reliable and effective tool to identify which patients are or are not in danger of losing significant kidney function and falling into kidney failure and may require long-term dialysis or kidney transplant. Chronic kidney disease is one of the largest urgent medical needs, globally affecting an estimated 850 million people, and is responsible for an unsustainable and growing societal cost burden. Renalytix reported a net loss of $45.61 million for the 12 months ended June 30, 2023, compared to a net loss of $45.28 million for the 12 months ended June 30, 2022. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations, expects to incur additional losses and require substantial additional capital to fund its operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Renalytix said in its Quarterly Report for the period ended Dec. 31, 2023, that "The Company has incurred recurring losses and negative cash flows from operations since inception and had an accumulated deficit of $197.0 million as of December 31, 2023. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of KidneyIntelX or any future products currently in development. "As a result of its losses and projected cash needs, substantial doubt exists about the Company's ability to continue as a going concern. Substantial additional capital will be necessary to fund the Company's operations, expand its commercial activities and develop other potential diagnostic related products. The Company is seeking additional funding through public or private equity offerings, debt financings, other collaborations, strategic alliances and licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company's shareholders. If the Company is unable to obtain funding, the Company may not be able to meet its obligations and could be required to delay, curtail or discontinue research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospect." RESOLUTE HOLDINGS: Case Summary & Five Unsecured Creditors ---------------------------------------------------------- Debtor: Resolute Holdings LLC 2275 Seminole Lane Charlottesville, VA 22901 Chapter 11 Petition Date: April 26, 2024 Court: United States Bankruptcy Court Western District of Virginia Case No.: 24-60458 Debtor's Counsel: Paula S. Beran, Esq. TAVENNER & BERAN, PLC 20 N 8th Street, 2nd Floor Richmond, VA 23219 E-mail: pberan@tb-lawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Nielsen as president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YNHVMFA/Resolute_Holdings_LLC__vawbke-24-60458__0001.0.pdf?mcid=tGE4TAMA ROCKIN A ELECTRIC: Case Summary & 18 Unsecured Creditors -------------------------------------------------------- Debtor: Rockin A Electric LLC 1679 Valley View Drive Carson City, NV 89701 Chapter 11 Petition Date: April 25, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-50392 Judge: Hon. Hilary L. Barnes Debtor's Counsel: Kevin A. Darby Esq. DARBY LAW PRACTICE 499 W. Plumb Lane, Suite 202 Reno, NV 89509 Tel: 775-322-1237 Fax: 775-996-7290 E-mail: kevin@darbylawpractice.com Total Assets: $118,280 Total Liabilities: $1,339,183 The petition was signed by Ambrosia Anderson as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NEUN3YI/ROCKIN_A_ELECTRIC_LLC__nvbke-24-50392__0001.0.pdf?mcid=tGE4TAMA RODGERS COMPANIES: Seeks to Tap DeMarco Mitchell as Legal Counsel ----------------------------------------------------------------- Rodgers Companies, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ DeMarco Mitchell, PLLC as counsel. The firm will provide these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The hourly rates of the firm's counsel and staff are as follows: Robert T. DeMarco, Esq. $400 Michael S. Mitchell, Esq. $300 Barbara Drake, Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $6,738 from the Debtor. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 578-1400 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Rodgers Companies Rodgers Companies, LLC, a company in Ennis, Texas, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-30898) on March 29, 2024, with $1,589,200 in assets and $1,551,079 in liabilities. Tim Rogers, an authorized representative, signed the petition. DeMarco Mitchell, PLLC serves as the Debtor's counsel. ROYAL EMPIRE: Seeks to Hire DeMarco Mitchell as Bankruptcy Counsel ------------------------------------------------------------------ Royal Empire USA LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ DeMarco Mitchell, PLLC as counsel. The firm will provide these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The hourly rates of the firm's counsel and staff are as follows: Robert T. DeMarco, Esq. $300 Michael S. Mitchell, Esq. $300 Barbara Drake, Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $6,738 from the Debtor. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 578-1400 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Royal Empire USA Royal Empire USA, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40766) on April 1, 2024, listing under $1 million in both assets and liabilities. DeMarco Mitchell, PLLC serves as the Debtor's counsel. RYAL SCHUYLER: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: The Ryal Schuyler, LLC 43-45 Schuyler Road Nyack, New York 10960 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 25, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-22365 Debtor's Counsel: Michelle C. Toppin, Esq. TOPPIN & TOPPIN 99 Hillside Avenue, Suite 99F Williston Park, NY 11596 Tel: 718-740-6065 Fax: 800-595-5920 E-mail: Michelle@Toppinlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Rona Allen as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WDPX47Q/The_Ryal_Schuyler_LLC__nysbke-24-22365__0001.0.pdf?mcid=tGE4TAMA SADIE ROSE: Filing of Disclosure Statement Extended to May 2 ------------------------------------------------------------ Judge Christopher B. Latham has entered an order that "cause" exists under Fed. R. Bankr. P. 9006(b) to extend Sadie Rose Baking Co.'s deadline to file a Disclosure Statement describing their Plan from April 12, 2024 to May 2, 2024. The deadline to file any opposition to approval of the Disclosure Statement is extended from May 13, 2023 to May 16, 2024 and the deadline to file a reply to any opposition is extended from May 20, 2024 to May 23, 2024. Attorneys for Sadie Rose Baking Co. and Temple Heights Properties, LLC: Paul J. Leeds, Esq. Meredith King, Esq. FRANKLIN SOTO LEEDS LLP 444 West C Street, Suite 300 San Diego, CA 92101 Tel: (619) 872-2520 Fax: (619) 566-0221 E-mail: pleeds@fsl.law mking@fsl.law A copy of the Order dated April 12, 2024, is available at https://tinyurl.ph/GoabR from PacerMonitor.com. About Sadie Rose Baking Co. Sadie Rose Baking Co. makes handmade artisan and specialty bread, rolls, sandwich buns and flatbreads. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-03478) on November 3, 2023. In the petition signed by Jennifer Curran, CEO, the Debtor disclosed $2,212,893 in assets and $9,700,278 in liabilities. Meredith King, Esq., at Franklin Soto Leeds LLP, is the Debtor's legal counsel. SAND RIDGE: June 4 Plan Confirmation Hearing Set ------------------------------------------------ Judge David M. Warren has entered an order that the Disclosure Statement of Sand Ridge Development Assn., Inc. is conditionally approved. May 28, 2024 is fixed as the last day for filing and serving written objections to the Disclosure Statement. If no objections or requests to modify the Disclosure Statement are filed on or before that date, the conditional approval of the Disclosure Statement will become final. Any objections to or requests to modify the Disclosure Statement will be considered at the confirmation hearing. The hearing on confirmation of the Plan is scheduled on Tuesday, June 4, 2024 at 10:00 AM in 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27601. May 28, 2024 is fixed as the last day for filing written acceptances or rejections of the Plan. May 28, 2024 is fixed as the last day for filing and serving written objections to confirmation of the Plan. A copy of the Order dated April 12, 2024, is available at https://tinyurl.ph/nblSm from PacerMonitor.com. About Sand Ridge Development Assn. Sand Ridge Development Assn., Inc. in Rich Square, NC, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 23-02678) on Sept. 14, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Alton Williams, Jr. as president, signed the petition. Judge David M. Warren oversees the case. STEVENS MARTIN VAUGHN & TADYCH, PLLC, serves as the Debtor's legal counsel. SANUWAVE HEALTH: Extends Outside Date of SEPA Merger Agreement -------------------------------------------------------------- Sanuwave Health, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that on April 25, 2024, the Company and SEP Acquisition Corp. ("SEPA"), entered into that certain Amendment Number Two to the Agreement and Plan of Merger, dated as of Aug. 23, 2023, by and among the Company, SEPA and SEP Acquisition Holdings Inc., a Nevada corporation, and a wholly owned subsidiary of SEPA. Pursuant to the Amendment, the "Outside Date" under the Merger Agreement, which is the date after which the Company or SEPA, in its discretion, can elect to terminate the Merger Agreement if any of the conditions to the closing of the other party have not been satisfied or waived, has been extended from April 30, 2024 to May 31, 2024. No other changes were made to the Merger Agreement. About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and shock wave technology company using patented systems of noninvasive, high-energy, acoustic shock waves or low intensity and non-contact ultrasound for regenerative medicine and other applications. The Company's focus is regenerative medicine utilizing noninvasive, acoustic shock waves or ultrasound to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. The Company's two primary systems are UltraMIST and PACE. UltraMIST and PACE are the only two Food and Drug Administration (FDA) approved directed energy systems for wound healing. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has incurred recurring losses and needs to raise additional funds to meet its obligations, sustain its operations, and to resolve the events of default on the Company's debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SERENE DISTRICT: Seeks to Hire DeMarco Mitchell as Legal Counsel ---------------------------------------------------------------- Serene District Townhomes, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ DeMarco Mitchell, PLLC as counsel. The firm will provide these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The hourly rates of the firm's counsel and staff are as follows: Robert T. DeMarco, Esq. $300 Michael S. Mitchell, Esq. $300 Barbara Drake, Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $4,238 from the Debtor. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 578-1400 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Serene District Townhomes Serene District Townhomes, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of the real property located at 2701 S. Highway 78, Wylie Texas valued at $3 million. Serene District Townhomes filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40749) on April 1, 2024. In the petition signed by Ryan Cole, managing member, the Debtor disclosed $3,000,000 in assets and $1,485,500 in liabilities. DeMarco Mitchell, PLLC serves as the Debtor's counsel. SEVEN RIVERS: Seeks to Hire Brady Law Firm as Insolvency Counsel ---------------------------------------------------------------- Seven Rivers Leasing Corporation, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to hire Donald A. Brady, Jr. with the Brady Law Firm as its insolvency counsel. The firm's services include: a. advising the Debtor of its rights, powers and duties as Debtor-in-Possession, including those with respect to the continued operation and management of its business and property; b. advising the Debtor concerning and assisting in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; c. investigating into the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of said liens; d. investigating into, advising the Debtor concerning and taking such actions as may be necessary to collect and, in accordance with applicable law, recover property for the benefit of the Debtor's estate; e. preparing on behalf of the Debtor such applications, motions, pleadings, orders, notices, schedules and other documents as may be necessary and appropriate, and reviewing financial and other reports to be filed; f. advising the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed and served; g. counseling the Debtor in connection with the formulation, negotiation and promulgation of a plan or plans of reorganization and related documents; and h. performing such other legal services for and on behalf of the Debtor as may be necessary or appropriate in the administration of the case. The firm will be paid at these rates: Partners $360 per hour Associates $175 per hour Paralegals $55 to 60 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald A. Brady, Jr., Esq. a partner at Brady Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Donald A. Brady, Jr., Esq. BRADY LAW FIRM 249 North Main Cave Springs, AR 72718 Telephone: (479)935-2632 Email: don@bradylaw-nwa.com About Seven Rivers Leasing Corporation Seven Rivers Leasing Corporation is primarily engaged in renting and leasing real estate properties. Seven Rivers Leasing Corporation, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 24-70617) on April 16, 2024, listing $2,964,760 in assets and $999,863 in liabilities. The petition was signed by Brenda Sloan as secretary/treasurer. Judge Bianca M. Rucker presides over the case. Donald A. Brady, Jr., Esq. at BRADY LAW FIRM represents the Debtor as counsel. SHUN FENG: Seeks to Hire Geng & Associates as Bankruptcy Counsel ---------------------------------------------------------------- Shun Feng No. 1, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Geng & Associates PC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the continued management of its properties and affairs; (b) prepare legal papers; (c) advise the Debtor in connection with any post-petition financing arrangements including their negotiating and drafting related documents; (d) advise the Debtor in connection with any pre—petition financing arrangements including their possible restructuring; (e) advise the Debtor on matters relating to the assumption, rejection, or assignment of unexpired leases and executory contracts; (f) take all necessary actions to protect and preserve the Debtor's estate; (g) negotiate and prepare on the Debtor's behalf, if necessary and advisable under theh circumstances, a Chapter 11 plan, a related disclosure statement, and all related agreements and documents; (h) take any necessary action on the Debtor's behalf to obtain confirmation of the plan; (i) attend meetings with creditors and other parties in interest; (j) appear and advance the Debtor's interest before this court; and (k) perform all other necessary legal services in connection with this Chapter 11 case. The hourly rates of the firm's counsel and staffs are as follows: Lawyers $275 - $350 Paralegals $170 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. On April 3, 2024, the firm received an advance payment of $2,000 from the Debtor. Andrew Solomon, Esq., an attorney at Geng & Asssociates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew D. Solomon, Esq. Geng & Associates PC 39-07 Prince Street, Suite 4B Flushing, NY 11354 Telephone: (718) 321-7006 Facsimile: (646) 415-8841 Email: asolomon@genglaws.com About Shun Feng No. 1 LLC Shun Feng No. 1 LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No 24-41446) on April 3, 2024. In the petition signed by Qi Yao Chen, member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth S. Strong oversees the case. Andrew D. Solomon, Esq., at Geng & Associates PC represents the Debtor as counsel. SPD II MAKAIWA: Secured Lender Submits Plan of Liquidation ---------------------------------------------------------- Corban Kauai Chicago Lender, LLC, a secured Lender, submitted a First Amended Plan of Liquidation for Debtor SPD II Makaiwa Resort Development, LLC. Creditor Carve Out means the lesser amount of (a) 10 percent of the aggregate of Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims and Allowed General Unsecured Claims, or (b) $250,000. The Amended Plan is premised upon the appointment of the Plan Administrator and the Property Sale and the Estate Causes of Action Sale, pursuant to which the Estate Causes of Action and the Property will be sold free and clear of all liens, claims and encumbrances. Within ten business days of the Confirmation Order, the Plan Administrator will file the Property 363 Motion, the Property Bidding Procedures Motion, and the Estate Causes of Action 363 Motion. The Property 363 Motion and the Property Bidding Procedures Motion will be in a form acceptable to Secured Lender and Stalking Horse Bidder, if applicable. The Property 363 Motion, Property Bidding Procedures Motion, and the Estate Causes of Action 363 Motion will provide for a sale process to sell the Property (including the Property Entitlements) and the Estate Causes of Action to the highest and best bidder. The Property 363 Motion will seek an order approving the Property Sale to the Stalking Horse Bidder or its designee, which sale will close on or before the 30th day following entry of an order approving the Property Sale, subject to higher and better offers. The Estate Causes of Action 363 Motion will seek an order approving the Estate Causes of Action Sale to the highest and best bidder, provided, however, that if no bids are received for the Estate Causes of Action, the Estate Causes of Action will be abandoned. The Sale Expenses will be paid from the proceeds of the Property Sale. Any Allowed Secured Real Estate Tax Claims and Secured HOA Claims will also be paid at the closing of the Property Sale. Pursuant to Section 1146(a) of the Bankruptcy Code, the Property Sale of the Property will not be subject to any stamp, transfer or similar tax. The remaining proceeds of the Property Sale and the Estate Causes of Action Sale, if any, will be paid as follows: Proceeds of the Estate Causes of Action Sale - Proceeds of the Estate Causes of Action Sale will be distributed to fund the Creditor Carve Out. Proceeds of the Property Sale – (i) In the event of a Property Sale in an amount of $20,000,000 or less (net of all Sale Expenses, Secured Real Estate Tax Claims, and Secured HOA Claims), the Secured Lender may credit bid and title to the Property will be transferred to the Secured Lender or its designee by way of a credit bid. (ii) In the event that the Secured Lender takes title to the Property by credit bid, the Secured Lender will pay to the Estate, at closing on the Property Sale, the Professional Fee Carve Out and the Creditor Carve Out, less proceeds from the Estate Causes of Action Sale, and will pay all Sale Expenses, the Secured HOA claims, and the Secured Real Estate Tax Claims or, in the alternative to paying the Secured Real Estate Tax Claims, take title to the Property subject to such Secured Real Estate Tax Claims, provided, however, that any Secured Real Estate Tax Claims must be paid within five years of the Petition Date. Any funds paid to the Estate pursuant to this paragraph (b) on account of the Professional Fee Carve Out and the Creditor Carve Out will be held in escrow by the Plan Administrator until such time as the claims to be paid from such carveouts have been Allowed. (iii) In the event that the Property is sold for cash and the Property Sale proceeds, net of Sale Expenses, the Secured HOA Claims, and the Secured Real Estate Tax Claims, are greater than $20,000,001, at closing (i) Lender will receive (x) $20,000,001 (less the amount of the Professional Fee Carve Out and the Creditor Carve Out, which will be retained by the Estate for distribution to holders of Allowed Fee Claims and claimants entitled to receive distribution from the Creditor Carve Out on account of their Allowed Claims), as well as (y) 50% of amounts above $20,000,001 net of Sale Expenses, Secured HOA Claims, and the Secured Real Estate Tax Claims and (ii) the remaining Property Sale proceeds will be paid, first, to the Other Secured Claims, on a pro rata basis until such Other Secured Claims are paid in full, and second, will be paid to fund the Creditor Carve Out. Any funds retained by the Estate pursuant to this paragraph (c) on account of the Professional Fee Carve Out and the Creditor Carve Out will be held in escrow by the Plan Administrator until such time as the claims to be paid from such carveouts have been Allowed. (iv) The Professional Fee Carve Out will be distributed pro rata to holders of Allowed Fee Claims until paid in full. The Creditor Carve Out will be distributed pro rata to holders of Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims and Allowed General Unsecured Claims, in that order, until paid in full. (v) Any Sale proceeds received in excess of the Professional Fee Carve Out and the Creditor Carve Out (the "Excess Debtor Proceeds"), will be distributed in the order of priority set forth in the Bankruptcy Code: to wit, pro rata to holders of Allowed Fee Claims until paid in full; thereafter, pro rata to holders of Allowed Priority Non-Tax Claims until paid in full; thereafter, pro rata to holders of Allowed Priority Tax Claims until paid in full; thereafter, pro rata to holders of Allowed General Unsecured Claims until paid in full; and finally, any remaining proceeds will be paid to the holders of Equity Interests in the Debtor. The funds for the Distribution will be derived from the proceeds of the Property Sale (after payment of the Sale Expenses) and proceeds of the Estate Causes of Action Sale, provided, however, that if Secured Lender is the successful purchaser with a credit bid at the Property Sale, and proceeds of the Property Sale and the Estate Causes of Action Sale are otherwise insufficient to fund the Creditor Carve Out, the remaining balance will be funded by Secured Lender. Counsel for Plan Proponent Corban Kauai Chicago Lender, LLC: Ann E. Pille, Esq. REED SMITH LLP 10 S. Wacker Drive, Suite 4000 Chicago, IL 60606 Tel: (312) 207-1000 Fax: (312) 207-6400 E-Mail: apille@reedsmith.com A copy of the Plan of Liquidation dated April 10, 2024, is available at https://tinyurl.ph/FDHPT from PacerMonitor.com. SPD II Makaiwa Resort Development SPD II Makaiwa Resort Development, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-07153) on May 31, 2023, with as much as $1 million in both assets and liabilities. Judge David D. Cleary oversees the case. Laxmi P. Sarathy, Esq., and David R. Herzog, Esq., serve as the Debtor's bankruptcy attorneys. SPI ENERGY: Receives Approval to Transfer Listing to Nasdaq Capital ------------------------------------------------------------------- SPI Energy Co., Ltd. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 23, 2024, it was notified by the Listing Qualifications Staff of The Nasdaq Stock Market LLC that the Staff granted the Company's request to transfer the listing of its ordinary shares, par value $0.0001 per share, from The Nasdaq Global Select Market tier to The Nasdaq Capital Market tier, and that the Staff granted the Company's request for a second 180-calendar day period, or until Oct. 14, 2024, to regain compliance with the $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). To regain compliance with such minimum price requirement, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. The transfer of the listing of the Ordinary Shares from The Nasdaq Global Select Market to The Nasdaq Capital Market took effect with the open of business on April 25, 2024. The transfer is not expected to impact trading in the Ordinary Shares, which will continue to trade on Nasdaq under the symbol "SPI." As previously announced, on Oct. 19, 2024, the Staff notified the Company that the bid price for the Ordinary Shares had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company no longer satisfied Nasdaq Listing Rule 5450(a)(1), the minimum bid price requirement applicable to The Nasdaq Global Select Market issuers. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was afforded an initial 180-calendar day grace period, through April 16, 2024, to regain compliance with the minimum bid price requirement. Issuers listed on The Nasdaq Global Select Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules. However, based upon the Company's compliance with the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii) to obtain a second 180-day grace period applicable to issuers listed on The Nasdaq Capital Market, the Company applied to transfer the listing of its Ordinary Shares to The Nasdaq Capital Market. The Company intends to closely monitor the closing bid price for its Ordinary Shares and consider all available options to timely remedy the bid price deficiency. If at any time during the Second Compliance Period, the closing bid price of the Ordinary Shares is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance and the matter will be closed, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(F). The Company can give no assurance that it will regain or demonstrate compliance during the Second Compliance Period. If the Company is not able to demonstrate compliance with the minimum bid price requirement by Oct. 14, 2024, or the Company does not comply with the terms of the extension, the Staff will provide written notification to the Company that the Ordinary Shares will be delisted. At that time, the Company may appeal the Staff's determination to the Nasdaq Hearings Panel. The Company's appeal request would stay any delisting action by the Staff at least pending a hearing before the Panel and the expiration of any extension that may be granted by the Panel to the Company following the hearing. The Company has provided written notice to Nasdaq of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary. About SPI Energy Co. SPI Energy Co., Ltd. is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. The Company develops solar PV projects which are either sold to third party operators or owned and operated by the Company for selling of electricity to the grid in multiple countries in Asia, North America and Europe. SPI Energy reported a net loss of $1.89 million for the three months ended Sept. 30, 2023, compared to a net loss of $13.49 million for the three months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $230.19 million in total assets, $214.19 million in total liabilities, and $16 million in total equity. New York, New York-based Marcum Asia CPAs LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has a significant working capital deficit, has incurred significant losses and needs to raise additional funds to sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company suffered a net loss of $5.6 million during the nine months ended September 30, 2023 from continuing operations. As of September 30, 2023, there was net working capital deficit of $114.7 million and accumulated deficit of $684.7 million. The Company said these factors raise substantial doubt as to its ability to continue as a going concern. STARBRIDGE (ONTARIO): Taps Keller Benvenutti as Bankruptcy Counsel ------------------------------------------------------------------ Starbridge (Ontario) Investment, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Keller Benvenutti Kim LLP as its general bankruptcy counsel. The firm's services include: (a) advising the Debtor of its rights, powers, and duties as debtor and debtor in possession under chapter 11 of the Bankruptcy Code; (b) preparing necessary and appropriate applications, motions, proposed orders, other pleadings, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in this Chapter 11 Case; (c) advising the Debtor concerning, and preparing responses to, applications, motions, other pleadings, notices, and other papers that may be filed by other parties in this Chapter 11 Case; (d) advising the Debtor with respect to, and assisting in the negotiation of, any financing agreements, sale agreements, and related transactions that may be necessary in this Chapter 11 Case; (e) advising and assisting the Debtor in connection with governance and related issues; (f) advising the Debtor in connection with the formulation, negotiation, and promulgation of a plan or plans under the Bankruptcy Code, and related transactional documents; (g) assisting the Debtor in reviewing, estimating, and resolving claims asserted against the Debtor's estate; and (h) performing all other necessary and appropriate legal services in connection with this Chapter 11 Case for or on behalf of the Debtor. The firm's current hourly rates: Tobias Keller (Partner) $1,000 Jeremy Richards (Of Counsel) $900 Jullian Sekona (Associate) $425 Colin Mitsuoka (Paralegal Trainee) $200 Keller Benvenutti Kim received a retainer in the amount of $170,000 from Morgan Holding Group, Inc., manager of the Debtor. Tobias Keller, Esq., a partner at Keller Benvenutti Kim LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tobias S. Keller, Esq. KELLER BENVENUTTI KIM LLP 425 Market Street, 26th Floor Tel: (415) 496-6723 Email: tkeller@kbkllp.com About Starbridge (Ontario) Investment Starbridge owns and operates the Ontario Airport Hotel & Conference Center. Starbridge (Ontario) Investment, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11765) on April 3, 2024, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Jianhua Jin, Chief Executive Officer of Morgan Holding Group, Inc., as Manager of Starbridge (Ontario) Investment, LLC. Judge Magdalena Reyes Bordeaux presides over the case. Jullian Sekona, Esq. at Keller Benvenutti Kim LLP represents the Debtor as counsel. SWANSTON OAK: Case Summary & Two Unsecured Creditors ---------------------------------------------------- Debtor: Swanston Oak, LLC 1209 Swanston Drive Sacramento CA 95818 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: April 25, 2024 Court: United States Bankruptcy Court Eastern District of California Case No.: 24-21710 Judge: Hon. Ronald H. Sargis Debtor's Counsel: Karl A. Schweikert, Esq. SUTTERVILLE LAW GROUP 455 Capitol Mall, Ste 220 Sacramento CA 95814 Tel: 916-712-5888 E-mail: karl@suttervillelawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Moser as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4W443AA/Swanston_Oak_LLC__caebke-24-21710__0001.0.pdf?mcid=tGE4TAMA TAGRISK LLC: Seeks to Hire Herman Jones as Special Counsel ---------------------------------------------------------- Tagrisk, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Herman Jones LLP as its special counsel. The Debtor needs a special counsel to assist with respect to corporate matters and in connection with settlement negotiations with the Plaintiffs and claims against its E&O carrier, Endurance American Specialty Insurance Company. The hourly rates of the firm's counsel and staff are as follows: Partners $625 Associates $595 Paralegals $295 Within the 90-day period immediately prior to the petition date, the Debtor has paid the firm $28,815.50 for legal services rendered in the ordinary course of its business. Lisa Herman, Esq., a partner at Herman Jones, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lisa Herman, Esq. Herman Jones LLP 3424 Peachtree Rd. NE, Suite 1650 Atlanta, GA 30326 Telephone: (404) 504-6500 Facsimile: (404) 504-6501 About Tagrisk LLC Tagrisk is an insurance agency in Huntington Beach, California. Tagrisk, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-55024) on August 21, 2023, listing $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The petition was signed by Larry Anaya as executive vice president. The Debtor tapped J. Robert Williamson, Esq., at Scroggins & Williamson, PC as bankruptcy counsel and Lisa Herman, Esq., at Herman Jones LLP as special counsel. TARO INVESTMENT: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Taro Investment Corporation 4649 Sheppard Lane Ellicott City MD 21042 Business Description: The Debtor is engaged in the business of bottled water manufacturing. Chapter 11 Petition Date: April 26, 2024 Court: United States Bankruptcy Court District of Maryland Case No.: 24-13539 Debtor's Counsel: Ronald L. Schwartz, Esq. 4907 Niagara Road, Suite 103 College park MD 20740 Tel: 301-474-2300 E-mail: ronaldschwartz@verizon.net Total Assets: $2,146,200 Total Liabilities: $2,159,165 The petition was signed by Meghan McCulloch, Personal Representative of Estate of Thomas Taro Sr., authorized representative of Taro Investment Corporation. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download. Follow this link to get a copy today https://www.pacermonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YZHTZ4I/Taro_Investment_Corporation__mdbke-24-13539__0001.0.pdf?mcid=tGE4TAMA TEAL JONES: Chapter 15 Case Summary ----------------------------------- Lead Debtor: Teal Jones Holdings Ltd. 100 N Howard St, Ste R Spokane WA 99201 United States Business Description: The Teal-Jones Group is the largest privately owned timber harvesting and primary lumber product manufacturing company in British Columbia. Chapter 15 Petition Date: April 26, 2024 Court: United States Bankruptcy Court District of Delaware Fifteen affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Teal Jones Holdings Ltd. (Main Case) 24-10890 Columbia River Shake & Shingle 24-10891 Teal-Jones Aviation GP Ltd. 24-10892 Teal Cedar Products Ltd. 24-10893 Teal-Jones Aviation Limited Partnership 24-10894 Teal-Jones Group 24-10895 Pine Products, LLC 24-10896 Teal Jones Holdings USA Inc. 24-10897 Teal Jones Dry Kilns, LLC 24-10898 Teal Jones Lumber Sales, LLC 24-10899 Potomac Supply, LLC 24-10900 Teal Jones Lumber, LLC 24-10901 GreenTree Lumber Company LLC 24-10902 Teal Jones Lumber Services Inc. 24-10903 Teal Jones Louisiana Holdings, LLC 24-10904 Judge: Hon. Thomas M. Horan Foreign Proceeding: Supreme Court of British Columbia Foreign Representative: Teal Jones Holdings Ltd Gerrie Kotze 1133 Melville St., Suite 2700 Vancouver BC V6 E4E5 Canada Foreign Representative's Counsel: R. Craig Martin, Esq. DLA PIPER, LLP (US) 1201 North Market Street, Suite 2100 Wilmington DE 19801 Tel: (302) 468-5700 E-mail: craig.martin@us.dlapiper.com Estimated Assets: Unknown Estimated Debt: Unknown Full-text copies of three of Debtors' Chapter 15 petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AO2FWEY/Teal_Jones_Holdings_Ltd_and_Teal__debke-24-10903__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/A7TAV4Q/Teal_Jones_Holdings_Ltd_and_Teal__debke-24-10904__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/DMCZLNQ/Teal_Jones_Holdings_Ltd_and_Greentree__debke-24-10902__0001.0.pdf?mcid=tGE4TAMA TERRAFORM LABS: Gets Clearance to Tap Crypto Tracing Company ------------------------------------------------------------ Emlyn Cameron of Law360 reports that the creditors committee for bankrupt cryptocurrency startup Terraform Labs Pte. Ltd. said on Tuesday, April 16, 2024, it had resolved the only issues the U. S. Trustee's Office had with the committee's request to hire an investment bank to advise it on tracing cryptocurrency in Terraform's Chapter 11 case. About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup that created Terra, a blockchain protocol and payment platform used for algorithmic stablecoins. It was co-founded by Do Kwon and Daniel Shin in 2018 in Seoul, South Korea. Terraform Labs introduced its first cryptocurrency token, TerraUSD, in 2019. Investment firms like Arrington Capital, Coinbase Ventures, Galaxy Digital, and Lightspeed Venture Partners helped Terraform Labs raise more than $200 million. The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022 caused the temporary suspension of the Terra network, wiping out over $45 billion in market capitalization in a single week. Both of Terra Form Labs' founders have encountered legal problems as a result of the devaluation of the company's currency. In September 2022, South Korean prosecutors filed a warrant for Do Kwon's arrest. He was also added to Interpol's Red Notice list, which urges other law enforcement to find and detain him. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by: Zachary I Shapiro, Esq. Richards, Layton & Finger, P.A. 1 Wallich Street #37-01 Guoco Tower 078881 TRANE: 4th Circ. Rejects Speedy Asbestos 'Two-Step' Case Appeal --------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that plaintiffs fighting Trane Technologies Plc's attempt to use bankruptcy to resolve asbestos liabilities lost their bid for a fast-tracked appeal challenging the legality of the maneuver. A divided panel of the US Court of Appeals for the Fourth Circuit on Wednesday rejected a request by asbestos claimants to quickly consider whether the bankruptcies of two Trane Technologies units --Aldrich Pump and Murray Boiler -- should be dismissed. The case must now go through the traditional bankruptcy appeals process, which requires a federal district court to consider the dispute before the Fourth Circuit. About Trane Technologies Trane Technologies plc (formerly known as Ingersoll Rand plc) is an Irish-domiciled diversified industrial manufacturing company formed in 1905 by the merger of Ingersoll-Sergeant Drill Company and Rand Drill Company. It is headquartered near Dublin, Ireland. TRIDENT TPI: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Ratings affirmed the B3 corporate family rating of Trident TPI Holdings, Inc. (dba Tekni-Plex), the B3-PD probability of default rating, the B2 ratings on its senior secured term loans, and the Caa2 rating on the company's senior unsecured notes. The outlook has been changed to negative from stable. The negative outlook reflects weaker than expected credit metrics, importantly interest coverage and debt leverage, in conjunction with funds from operations. These weaknesses have emerged as Trident integrates debt funded acquisitions to further enhance its material science capabilities and makes necessary investments to serve its customers in the healthcare and consumer segment end markets. "Challenging market conditions, coupled with Trident's aggressive pursuit of debt funded acquisitions, have weakened the company's credit metrics and funds from operations more than expected. Execution risk is elevated to realize enhanced cash flow from new business wins that require investment, and the integration of acquired assets, as Moody's expect market conditions to only improve moderately. Moody's do recognize the successful refinancing of the company's capital structure in April 2023 and no near-term maturities," said Scott Manduca, Vice President at Moody's. RATINGS RATIONALE Trident's B3 CFR reflects the company's weak credit metrics, including high debt leverage and weak interest coverage. Challenging market conditions and a rise in interest rates have raised debt leverage (Moody's adjusted) toward 9.0x and lowered interest coverage to below 1.5x. In addition, Moody's forecast funds from operations to be negative at fiscal year ending June 2024. Moody's expect a modest improvement in volume over the next twelve months to enhance cash flow, as destocking in both the healthcare and consumer segment end markets subsides and order cadence increases. Execution risk is elevated as the company endeavors to efficiently integrate acquisitions, while maintaining organic growth and generating improved funds from operations. In addition, new business wins require capital investment. Benefits from these new business investments often take time to be realized, due to the complexity and specialization of the product offering and the passing of certification requirements. Trident's product offerings in the consumer product and healthcare end markets showcase the company's material science capabilities. Over the past several years, Trident has made a strong push to grow through acquisition and streamline operations within its consumer product and healthcare end markets to expand its specialized product portfolio and win new business. The ability to meet stringent product certification hurdles creates stickiness with customers and barriers to entry for the company. Furthermore, Trident is able to generate above average EBITDA margins and generate free cash flow, under normal market conditions, that can be directed at the funding of new business investment and bolt-on acquisitions. Moody's expects Trident's liquidity to be weak over the next twelve to eighteen months, as market conditions moderately improve and capital expenditures are to be above normal to fund the completion of a new fiber facility in Ohio, in addition to, capital requirements of new business wins. To soften the liquidity impact, Trident has conducted a sale / leaseback transaction in January 2024 on seven properties in its portfolio resulting in $76 million of cash, which was used to repay the majority of borrowings under its $200 million ABL Facility ($160 million borrowing base). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider a downgrade if funds from operations and liquidity remain weak, and interest coverage is sustained below 1.5x. While unlikely over the next twelve to eighteen months, Moody's could consider an upgrade if there is good liquidity, credit metrics materially improve, and a more conservative financial policy is implemented. Headquartered in Wayne, Pennsylvania, Trident TPI Holdings, Inc. (dba Tekni-Plex) is a manufacturer of plastic packaging and provider of material science and sustainable solutions to the food, healthcare, and consumer good end markets. Trident generated last twelve months ended December revenue of $1.8 billion and is a portfolio company of Genstar Capital. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. TWIN CITIES HEALTH: Case Summary & 18 Unsecured Creditors --------------------------------------------------------- Debtor: Twin Cities Health Services, Inc. a/k/a Twin Cities Health 3255 Hennepin Avenue South Minneapolis, MN 55408 Chapter 11 Petition Date: April 26, 2024 Court: United States Bankruptcy Court District of Minnesota Case No.: 24-41124 Judge: Hon. Kesha L. Tanabe Debtor's Counsel: Joseph Dicker, Esq. JOSEPH W DICKER PA 1406 West Lake Street Suite 209 Minneapolis, MN 55408 Tel: (612) 827-5941 E-mail: joe@joedickerlaw.com Total Assets: $237,105 Total Liabilities: $3,280,466 The petition was signed by Guled Mohamoud as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EAEZOAY/Twin_Cities_Health_Services_Inc__mnbke-24-41124__0001.0.pdf?mcid=tGE4TAMA TYSONS JEWELRY: Seeks to Hire Vivona Pandurangi as Legal Counsel ---------------------------------------------------------------- Tysons Jewelry Enterprises LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Vivona Pandurangi, PLC as counsel. The firm will render these services: (a) serve as general bankruptcy counsel; (b) prepare schedules and related forms; (c) represent the Debtor at the initial debtor interview, creditors' meeting, and hearings before the Bankruptcy Court; (d) advise the Debtor of its duties and responsibilities under the Bankruptcy Code; (e) assist in preparation of monthly operating reports; (f) analyze the Debtor's financial matters; (g) advise the Debtor in connection with executory contracts; (h) draft documents to reflect agreements with creditors; (i) resolve motions for relief from stay and adequate protection; (j) negotiate for obtaining financing and use of cash collateral, as necessary; (k) determine whether reorganization, dismissal, or conversion is in the best interests of the Debtor and its creditors; (l) work with the creditors' committee and other counsel, if any; (m) draft any disclosure statement and plan of reorganization; and (n) handle other matters that arise in the normal course of administration of this bankruptcy estate. The firm will charge the Debtor at its hourly rate of $450. In addition, the firm will seek reimbursement of all out-of-pocket expenses incurred. The Debtor has agreed to pay the firm a retainer of $9,000. Jonathan Vivona, Esq., an attorney at Vivona Pandurangi, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan B. Vivona, Esq. Vivona Pandurangi, PLC 601 King Street, Suite 400 Alexandria, VA 22314 Telephone: (703) 739-1353 Facsimile: (703) 337-0490 Email: jvivona@vpbklaw.com About Tysons Jewelry Enterprises Tysons Jewelry Enterprises LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 24-10666) on April 7, 2024. In the petition signed by Robert Mikail, managing member, the Debtor disclosed $50,000 in assets and up to $500,000 in liabilities. Jonathan B. Vivona, Esq., at Vivona Pandurangi, PLC represents the Debtor as legal counsel. UNCONDITIONAL LOVE: Unsecureds Will Get 0.46% of Claims in Plan --------------------------------------------------------------- Unconditional Love Inc. and Its Affiliated Debtors filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Chapter 11 Plan dated April 16, 2024. Founded in February 2019, Unconditional Love Inc., d/b/a Hello Bello, was a retailer of baby necessities, selling products made with plant based ingredients and organic botanicals across the baby, family, and wellness markets. Headquartered in Los Angeles, California, before the closing of the Sale, Hello Bello manufactured and sold a broad range of products through manufacturing plants located in the United States, Mexico, Canada, and China. From 2019 to early 2021, Hello Bello produced all of its products through third-party co manufacturers. However, in 2021, Hello Bello opened a diaper manufacturing facility in Waco, Texas (the "Texas Manufacturing Facility"). The filing of the Debtors' bankruptcy petitions on the Petition Date triggered the immediate imposition of the automatic stay under Bankruptcy Code section 362, which, with limited exceptions, enjoins all collection efforts and actions by creditors, the enforcement of liens against property of the Debtors, and both the commencement and the continuation of prepetition litigation against the Debtors. With certain limited exceptions and/or modifications as permitted by order of the Bankruptcy Court, the automatic stay will remain in effect through the Effective Date of the Plan. At the conclusion of the Debtors' sale and marketing process, and in accordance with the Bidding Procedures, the Debtors designated the Stalking Horse Bidder, Bucky Acquisition Holdco, LLC, as the Successful Bidder for the purchase of the Debtors' business. The sale to the Successful Bidder was approved pursuant to a duly entered Bankruptcy Court Order on December 11, 2023. The Sale closed on December 19, 2023. The sale price was sufficient to pay the Debtors' Prepetition Senior Secured Debt and the Bankruptcy Court approved DIP Financing in full. The Debtors' junior Secured Creditor, VMG, holds secured Claims of not less than $30 million in principal amount as of the Petition Date, and has asserted a lien on Assets that would otherwise be available for distribution to the Debtors' unsecured Creditors. Through negotiations with the Debtors, the Committee, 36th Street Capital, one of the Debtors' Equipment Lessors, and SCG, another one of the Debtors' Equipment Lessors (both of whom have subordination agreements with VMG) in accordance with the provisions of the 9019 Settlement Agreement and the Prepetition Subordinated Notes Documents as applicable, (i) VMG shall receive (a) $5 million of its Prepetition Subordinated Notes Claims as an Allowed General Unsecured Claim (the "VMG General Unsecured Claim") and (b) on account of the balance of its Prepetition Subordinated Notes Claims an amount it would have received had such Claims been converted into Interests in the Debtors, which will be treated as an Allowed Class 6 Interest in the amount of $30 million; (ii) SCG shall receive on account of its subordination agreement rights any payment or other distribution of any kind or character from the Debtors' Estates in respect of the VMG General Unsecured Claim; (iii) VMG and the Debtors' Current Directors and Officers are released in each case, as provided for in the Plan; and (iv) 36th Street Capital shall receive on account of its subordination agreement (a) an Allowed Administrative Claim equal to 37.5% of the 36th Street Capital Claim and (b) the balance of the 36th Street Capital Claim shall be an Allowed General Unsecured Claim. As a result, the remaining cash and other Assets held by the Estate will be available for distribution to the Debtors' unsecured Creditors. This agreement is memorialized in the 9019 Settlement Agreement incorporated into the Plan. If the currently available cash were to be distributed to Holders of Allowed General Unsecured Claims, as reflected in the Liquidation Analysis, a 0.46% dividend would be provided to Holders of Allowed General Unsecured Claims. That projected distribution may increase if the Litigation Trust obtains additional recoveries based on the transferred Assets and Retained Causes of Action. Class 3 consists of General Unsecured Claims. Unless the Holder agrees to a different treatment, each Holder of a General Unsecured Claim shall receive such Holder's pro rata share of the liquidated value of the Litigation Trust Assets. This Class is impaired. The allowed unsecured claims total $77,500,000.00. This Class will receive a distribution of 0.46% of their allowed claims. On the Effective Date, all Interests shall be extinguished as of the Effective Date, and owners thereof shall receive no Distribution on account of such Interests. All Allowed Administrative Claims and U.S. Trustee Fees shall be paid from the Debtors' Cash or Litigation Trust Assets. With respect to Professional Fee Claims, before the Effective Date, the Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount. The Professional Fee Escrow Account shall be maintained in trust for the Professionals (other than professionals retained pursuant to the OCP Order). Each Holder of an Allowed Professional Fee Claim will be paid by the Debtors or the Litigation Trust in Cash from the Professional Fee Escrow Account. All amounts remaining in the Professional Fee Escrow Account after all Allowed Professional Fee Claims have been Paid in Full shall vest in the Litigation Trust. If the Professional Fee Escrow Account is insufficient to pay the full amount of all Allowed Professional Fee Claims, remaining unpaid Allowed Professional Fee Claims shall be promptly paid by the Litigation Trust from the Litigation Trust Assets. The Plan will be implemented by, among other things, the establishment of the Litigation Trust, the vesting in and transfer to the Litigation Trust of the Litigation Trust Assets, and the making of Distributions by the Litigation Trust in accordance with the Plan, Litigation Trust Agreement, and the Litigation Trust Budget. A full-text copy of the Combined Disclosure Statement and Plan dated April 16, 2024 is available at https://urlcurt.com/u?l=GN59xS from PacerMonitor.com at no charge. Co-Counsel to the Debtors: Edmon L. Morton, Esq. Matthew B. Lunn, Esq. Heather P. Smillie, Esq. YOUNG CONAWAY STARGATT & TAYLOR Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: emorton@ycst.com mlunn@ycst.com hsmillie@ycst.com -and- Brian S. Lennon, Esq. Debra M. Sinclair, Esq. Erin C. Ryan, Esq. Jessica D. Graber, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 E-mail: blennon@willkie.com dsinclair@willkie.com eryan@willkie.com jgraber@willkie.com About Unconditional Love Founded in February 2019, Hello Bello is a retailer of baby necessities, selling products made with plant-based ingredients and organic botanicals across the baby, family, and wellness markets. The Company is headquartered in Los Angeles, California, with manufacturing plants located in the United States, Mexico, Canada, and China. On Oct. 23, 2023, Unconditional Love Inc. and its affiliate filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11759). The Debtors listed $100 million to $500 million in estimated assets and liabilities. The petitions were signed by Erica Buxton as chief executive officer. The Hon. Mary F. Walrath presides over the cases. The Debtors tapped Young Stargatt & Taylor as Delaware bankruptcy counsels. Willkie Farr & Gallagher LLP is the Debtors' general bankruptcy counsel. Emerald Capital Advisors Corp. is the Debtors' restructuring advisor. Jefferies LLC is the Debtors' investment banker. Stretto, Inc., is the Debtors' notice, claims, solicitation and balloting agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors. The Committee tapped Pachulski Stang Ziehl & Jones LLP and Hogan Lovells US LLP as counsel, and Force Ten Partners, LLC, as financial advisor. UNITED AIRLINES: S&P Affirms 'BB-' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its issuer credit rating on United Airlines Holdings Inc. at 'BB-'. At the same time, S&P raised the ratings on two of United's enhanced equipment trust certificates (EETCs) and its secured revolver and notes. S&P said, "The stable outlook reflects our expectation that United will generate solid revenue growth this year and mitigate industry-wide cost pressures, resulting in modestly stronger credit measures and profitability. "We expect United to generate stronger credit measures that we view as firmly in line with our rating. We assume the company will generate modest growth in operating earnings and cash flow this year and reduce leverage. United's FFO-to-debt ratio is estimated at just over 25% in 2024--an improvement from 21.7% in 2023. We also expect the company's adjusted debt to EBITDA to be about 3x (from 3.3x in 2023)." Passenger travel demand appears poised to remain strong at least over the near-term. United recently noted continued positive momentum in bookings across all customer segments, with strong domestic and trans-Atlantic demand expected in the second quarter of 2024 (seasonal peak quarter). S&P said, "The favorable outlook is consistent with our forecast for above-trend real GDP growth in the U.S., which remains the company's core market. We expect United will modestly expand its capacity following a sharp increase last year and realize relatively stable average fares to support revenue growth." Higher revenue is estimated to more than offset inflationary pressures, which includes sustainably higher labor costs following agreements ratified last year (notably with pilots). Prospective capex will be much lower than previously expected and strengthen near-term cash flow. The company lowered its capex assumption for 2024 by $2.5 billion (to $6.5 billion)--a meaningful drop due to ongoing delays of new aircraft delivery. S&P now anticipates United to generate positive free cash flow generation at least through this year. The ability to fund its aircraft investments internally enhances financial flexibility and affords opportunities to reduce debt. Capex beyond 2024 will remain high as the company anticipates a significant number of new, more fuel-efficient aircraft (61 narrow-body, five wide body) mainly to replenish its fleet. United assumes a range of $7 billion-$9 billion annually from 2025-2027, with the ultimate amount dependent on the timing of delivery of contracted orders. S&P said, "We believe further delays in the receipt of aircraft beyond United's latest expectations are possible but unlikely to materially affect its operations. We note that the company announced aircraft leases during the first quarter of 2024, and future leases are presumably an option if deemed necessary for capacity planning purposes. Notwithstanding a more measured pace of fleet modernization, there is now less balance sheet risk than we previously contemplated over the next two years due to lower aircraft spending and debt." S&P said, "We expect United's profitability to gradually improve while growth normalizes and higher-margin revenue streams increase. We estimate the company's adjusted EBITDA margins at just over 15% and adjusted EBIT margin in the 9% area over the next two years. We assume steady but modest improvement over this period. These measures compare favorably with its global airline peer group (and close to those at Delta Air Lines Inc.), but still below pre-pandemic average levels. "We believe United is well positioned to benefit from the current (and potentially structural) trend of growing demand for premium seats and loyalty program utilization (MileagePlus), as well as international travel. All of these segments are higher-margin businesses for United. In our view, these factors have emerged as competitive advantages for the company (and the other U.S. network carriers) relative to the smaller, historically lower-cost airlines. Premium is a key focus of the company, but it has also touted the material growth and importance of its basic economy business. Premium revenues--while not separately disclosed by United--are assumed to benefit from gauge expansion (which increased by over 20% since 2019), particularly as new Boeing 737 Max-9 and Airbus A321 aircraft are delivered. "Our rating also incorporates the potential volatility of earnings and credit measures. The near-term outlook for the network airline market conditions remains favorable. Ongoing industry capacity constraints, which can be disruptive to operations, should lend support to fares (which have become increasingly important to revenues as capacity growth eases). Moreover, United has a large cushion in its rating to absorb unexpected weakness in its operating earnings and cash flow. "However, the company's credit measures are highly sensitive to relatively small changes in our key assumptions, and our financial risk assessment includes the potential for future volatility. For example, all else being equal, we estimate that a 5% year-over-year decline in average passenger revenue per available seat mile (PRASM) in 2024 leads to FFO to debt of about 14% and adjusted debt to EBITDA well above 4x. In 2023, United and its larger U.S. airline peers generated credit measures below our estimates due to a relatively modest decline in average fares in the latter part of the year and higher fuel prices. We acknowledge that this level of sensitivity could decline in the future, but it currently tempers upside to our rating. "We expect United's credit measures to remain firmly in line with our rating over the next two years, including FFO to debt in the mid-20% area. We assume the company will generate stronger operating earnings and cash flow in 2024, led by passenger growth and relatively stable fares amid strong domestic and international demand. In addition, we believe positive free cash flow generation and balance sheet improvement this year will lessen financial risk associated with future new aircraft expenditures. "We could lower our rating if, over the next 12 months, we assumed United's FFO to debt ratio would decline and remain close to 12%. In this scenario, we would expect limited or no growth in the company's revenue due to the effects of weaker demand for passenger travel, alongside higher costs, that reduces its operating margins and cash flow. A corresponding increase in debt would presumably follow free cash flow deficits due in part to future aircraft deliveries. "We could raise our ratings on United if, over the next 12 months, we expected the company to generate and sustain an FFO-to-debt ratio approaching 30%. In our view, this could follow strong growth in cash flow, most likely due to higher-than-expected passenger volumes and fares. We would also expect United to fund future aircraft deliveries mostly with internally generated cash flow, thereby limiting future increases in debt levels and preserving liquidity. Stronger prospective profitability that enhances our view of United's business risk would also be a consideration for a higher rating, likely in tandem with stronger credit measures." US NEUROSURGICAL: Mercurius & Associates Raises Going Concern Doubt ------------------------------------------------------------------- U.S. NeuroSurgical Holdings, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed that there is substantial doubt about the Company's ability to continue as a going concern. New Delhi, India-based Mercurius & Associates LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 5, 2024, citing that the Company has an accumulated deficit of $2,390,000 and $1,710,000 as of December 31, 2023, and December 31, 2022, respectively and there is a working capital deficit of $80,000 as of December 31, 2023. These conditions raise substantial doubt about the uncertainty in the Company's ability to continue as a going concern. In fiscal year 2023, the Company incurred a net loss of $816,000 compared to $1,572,000 in fiscal year 2022. As of December 31, 2023, the Company had a deficit in stockholders' equity of $2,390,000, cash and cash equivalents of $466,000 and a working capital deficit of $80,000. In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital. Together, these factors raised substantial doubt regarding the Company's ability to continue as a going concern at December 31, 2023. However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans. During the first quarter of 2024, the Company raised gross proceeds of approximately $2,000,000 in support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through 2024. Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt and that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months. However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company. As of December 31, 2023, the Company had $1,321,000 in total assets and $676,000 in total liabilities. About U.S. NeuroSurgical Holdings U.S. NeuroSurgical Holdings, Inc. through its wholly-owned subsidiaries, holds interests in radiological treatment facilities and, more recently, has been developing a business to provide Medicare Advantage plans, concentrating initially in Nevada and California. VANTAGE SPECIALTY: Fitch Alters Outlook on 'B' LongTerm IDR to Neg. ------------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) and of Vantage Specialty Chemicals, Inc. at 'B' and its senior secured issue ratings at 'B+'/'RR3'. The Rating Outlook has been revised to Negative from Stable. Vantage's rating reflects its levered capital structure, tight interest coverage and geographic concentration. The rating is supported by Vantage's competitive position and operational success from revamping its commercial strategy with a focus on products and customers that generate higher profitability and asset utilization The Negative Outlook is informed by Vantage's weaker operating performance and higher EBITDA leverage in 2023, coupled with a need to address its upcoming revolver maturity. Fitch anticipates that EBITDA leverage will remain high through 2024 and gradually improve thereafter. KEY RATING DRIVERS Elevated Leverage: Vantage encountered weaker operating performance in 2023, as the company faced challenges associated with destocking trends, price competition from palm oil imports and difficult year-over-year comps from some demand pull-forward in 2022. The weaker performance increased Vantage's EBITDA leverage to 6.7x for 2023, while exposure to floating interest rates drove negative FCF and tight interest coverage. Fitch believes that Vantage's exposure to the food and consumer products sectors, which together represent approximately two-thirds of its revenue, provide support for a modest recovery in the company's financials over the coming years, specifically in 2024 and 2025, and a resultant improvement in its leverage position and FCF. Upcoming Revolver Maturity: Vantage faces a refinancing event, with its $100 million revolving credit facility - of which $20 million was drawn as of year-end 2023 - approaching maturity in April 2025. The situation is underscored by the company's soft performance in recent periods. The revolver's covenants include a net first lien leverage ratio, which becomes applicable when utilization exceeds 35%. Despite these considerations, Fitch anticipates that Vantage will remain in compliance with this covenant and preserve access to this facility. Additionally, Fitch projects that Vantage will successfully extend its revolver maturity ahead of the April 2025 termination. Operational Advancements: Since 2020, Vantage realigned its go-to-market strategy to focus sales on products that enhance margins and return on assets, with less emphasis on volumes. Vantage's commercial realignment resulted in a significant improvement in both sales and margins. Prior to 2023, management's commercial pivot to more profitable volumes supported strong sales growth, while Fitch-defined EBITDA margins improved to over 17% in 2022, from approximately 11% in 2021. Despite the company's pullback in 2023, Fitch expects that Vantage will sustain its EBITDA margin in the mid-teens from continued execution of its commercial pivot. Established Competitive Position: Vantage benefits from its portfolio of proprietary and specialized natural-based ingredients derived from natural oils, animal and vegetable fats and seeds & botanicals. The majority of its revenue benefits from high switching costs due to either proprietary formulations or being named the specified provider for a given product platform. Moreover, Vantage's ingredients represent a small (often less than 5%) portion of the customer's product cost and provide defined functional attributes that are not easily substituted. Geographic Focus and Manufacturing Concentration: Although Vantage has been expanding internationally, the company remains largely domestic, with the majority of its manufacturing occurring out of two plants in the Chicago area. Vantage has made strides to expand overseas with past acquisitions in Europe, which supported some expansion of its natural oil supply chain and manufacturing capabilities. DERIVATION SUMMARY Vantage's scale aligns with that of Advancion Holdings (B-/Stable) and ASP Unifrax (B-/Negative), although it is smaller than SK Mohawk (CCC). Following its revamped go-to-market strategy, Vantage now boasts EBITDA margins are well ahead of SK Mohawk's, and are comparable to Unifax's, yet they remain significantly lower than those of Advancion. The company's capital structure is more favorable than those of its peers; Vantage's estimated 2023 leverage of 6.4x is elevated for its rating category, but its recent debt-financed acquisitions were less substantial than those undertaken by Unifrax and Advancion. Unlike SK Mohawk, Vantage maintained a relatively modest capital expenditure program. Additionally, Vantage's exposure to the more cyclical industrial end markets is less pronounced than that of Unifrax or SK Mohawk, providing some cushion against the destocking effects and potentially allowing for an earlier recovery, albeit one that is less procyclical. From an operational standpoint, Vantage's role as a proprietary or specified supplier for much of its business offers a competitive edge over SK Mohawk, which has a weaker position in its intermediates and additives segment. However, Vantage's position is not quite as advantageous as that of Aruba Investments, which acts as a sole-source supplier for the bulk of its revenue. KEY ASSUMPTIONS - Modest recovery in volumes driven by conclusion of destocking and a supportive domestic macroeconomic backdrop; - Unit pricing and gross profit margins flat with 2023 levels due to continued price competition, efforts to secure volumes; - EBITDA margin stable as volume growth and internal cost actions help offset a softer pricing environment; - Capex maintained at approximately 3% of revenue; - Fitch assumes Vantage does not undertake any acquisitions over the forecast period; - Fitch assumes that Vantage successfully refinances its revolving credit facility and term loan at spreads largely in-line with current levels. SOFR base rates decline from approximately 4.9% in 2025 to 3.4% by 2027, based on forward curves. RECOVERY ANALYSIS Fitch's recovery analysis considers a scenario where Vantage is unable to maintain its recent margin improvements due to a more challenging competitive environment with heightened price competition. In this scenario, Fitch anticipates a decline in EBITDA towards $120 million by 2025, coinciding with the company's April 2025 revolver maturity. Fitch projects that Vantage's EBITDA leverage ratio would exceed 7x with the company operating at a near breakeven FCF level. Fitch assumes that any cost savings realized as part of a restructuring are offset by some customer attrition, with a going-concern EBITDA consistent with the modeled trough EBITDA. Given Vantage's limited hard-asset base, Fitch believes that recovery prospects are maximized in a going-concern scenario rather than through liquidation. Fitch applies a 6x post-reorganization EV/EBITDA multiple to the going-concern (GC) EBITDA. This multiple is informed by the historical exit multiples observed in peer company bankruptcy cases, which have ranged between 5x and 8x, with a median of 6x. Examples include Chemtura with a 5x exit multiple, Lyondell at 8x, and both Tronox and Venator at 6x. The chosen multiple reflects Vantage's relatively smaller scale and geographical concentration, margins comparable to peers, and its competitive position. Fitch estimates the going concern EV to be around $720 million; after a 10% adjustment for administrative claims, $945 million remains for creditors. With an assumed fully drawn $100 million revolving credit facility, around $820 million outstanding under the term loan and around $10 million in factoring, the going concern EV approach results in a recovery rating of 'B+'/'RR3' for the first lien facilities. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage demonstrably below 4.5x; - Demonstrated ability to maintain EBITDA margins in the mid to upper teens and/or sustain positive FCF margins. - Increased scale and diversification. - The Outlook could be revised to Stable if Vantage successfully reduces EBITDA leverage to 5.5x or less. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to successfully refinance upcoming revolver maturity in a timely manner; - EBITDA leverage durably above 5.5x; - EBITDA interest coverage durably maintained at or below 2.0x; - FCF margins persistently break-even to negative. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity. Vantage held around $15 million of cash and maintained $80 million of availability under its $100 million revolving credit facility as of YE 2023. The revolver matures in April 2025, and Fitch expects that Vantage will refinance and/or extend the revolver maturity ahead of that date. The revolver has a springing net first lien leverage covenant of 7.5x when utilization exceeds 35%; Fitch expects that Vantage will maintain compliance with this test. The company's term loan matures in October 2026 and requires amortization of 1% per year. Vantage's debt structure is all floating-rate; rising short-term rates have driven a material increase in interest expense despite Vantage refinancing its second-lien loan with less expensive first lien debt in 2023. ISSUER PROFILE Headquartered in Chicago, Vantage Specialty Products is a producer of bio-based chemical solutions derived from beef tallow and vegetable oils focused on personal care, food, healthcare and niche industrial applications. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Vantage Specialty Chemicals, Inc. LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ VIEW INC: PricewaterhouseCoopers LLP Steps Down as Auditor ---------------------------------------------------------- View, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on April 19, 2024, PricewaterhouseCoopers LLP resigned as the independent registered public accounting firm of the Company. PwC's report on the Company's financial statements as of and for the fiscal years ended December 31, 2022 and 2021, did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that the Report included an explanatory paragraph indicating that there was substantial doubt about the Company's ability to continue as a going concern. PwC has not audited the Company's financial statements as of and for the fiscal year ended December 31, 2023. During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through April 19, 2024, there were (i) no "disagreements" between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreement in its reports on the Company's consolidated financial statements, and (ii) no "reportable events", except for the material weaknesses in our internal control over financial reporting, reported in Item 9A of the Company's Annual Report on Form 10-K for the year ended December 31, 2022, each of which was discussed between the Company's Audit Committee and PwC: The Company said, "We did not design or maintain an effective internal control environment that meets our accounting and reporting requirements. Specifically, we did not have a sufficient complement of personnel with an appropriate degree of accounting knowledge and experience to appropriately analyze, record and disclose accounting matters commensurate with our accounting and reporting requirements and lacked related internal controls necessary to satisfy our accounting and financial reporting requirements. Additionally, we did not demonstrate a commitment to integrity and ethical values. These material weaknesses contributed to the following additional material weaknesses: we did not design or maintain effective controls with respect to revenue and receivables and warranty-related obligations. These material weaknesses in our control environment and in our warranty-related obligations process resulted in the need to restate our consolidated financial statements for the years ended December 31, 2020 and 2019, the unaudited quarterly financial information for the quarter ended March 31, 2021 and the unaudited quarterly financial information for each of the quarters in the year ended December 31, 2020. The material weakness in our revenues and receivables process resulted in adjustments that were not material to our annual or interim financial statements." The Company remediated previously identified material weaknesses as of December 31, 2022: -- The Company did not design or maintain effective controls in response to the risks of material misstatement, including designing and maintaining formal accounting policies, procedures, and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including with respect to inventory, equity and derivative liabilities, leasing arrangements, property, plant, and equipment, stock-based compensation, and period-end financial reporting. -- The Company did not design or maintain effective controls over information technology general controls for information systems that are relevant to the preparation of our financial statements. Specifically, it did not design or maintain: (i) program change management controls for financial systems relevant to its financial reporting to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate personnel; (iii) computer operations controls to ensure critical data interfaces between systems are appropriately identified and monitored, data backups are authorized and monitored, and restorations are tested; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. About View Inc. View Inc. provides smart building technologies that transform buildings to improve human health and experience, reduce energy consumption, and generate additional revenue for building owners. View Smart Windows automatically adjust in response to the sun, eliminating the need for blinds and increasing access to natural light. View Smart Windows are installed and designed into 50 million square feet of buildings including offices, hospitals, airports, educational facilities, hotels, and multifamily residences. View Smart Building Cloud connects, manages and optimizes a portfolio of smart buildings with cybersecurity solutions. View Smart Building Cloud enables digitalization of over 100 million square feet of real estate. On the Web: http://www.view.com/ View Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10692) on April 2, 2024. In the petition signed by William T. Krause, as chief legal officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million. The Company disclosed total assets of $291,438,000 against total debt of $359,376,000 as of Sept. 30, 2023. Cole Schotz, P.C. serves as legal advisor and SOLIC Capital serves as financial advisor to View. Kroll Restructuring Administration LLC is the claims and balloting agent. Sidley Austin LLP serves as legal advisor to Cantor Fitzgerald. Gibson, Dunn & Crutcher LLP serves as legal advisor to RXR. VIEW INC: Seeks Approval to Hire Kroll as Administrative Advisor ---------------------------------------------------------------- View, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kroll Restructuring Administration LLC as administrative advisor. The firm will render these services: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (f) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156 Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. The hourly rates of the firm's professionals are as follows: Analyst $35 - $60 Technology Consultant $50 - $135 Consultant/Senior Consultant $75 - $205 Director $215 - $265 Solicitation Consultant $235 Director of Solicitation $275 Managing Director $300 On March 11, 2024, the firm received an advanced payment in the amount of $50,000. On March 22, 2024, the firm received an additional payment in the amount of $29,162.40 for prepetition fees and expenses. Benjamin Steele, a managing director at Kroll Restructuring Administration, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration, LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Telephone: (212) 593-1000 About View Inc. View Inc. provides smart building technologies that transform buildings to improve human health and experience, reduce energy consumption, and generate additional revenue for building owners. View Smart Windows automatically adjust in response to the sun, eliminating the need for blinds and increasing access to natural light. View Smart Windows are installed and designed into 50 million square feet of buildings including offices, hospitals, airports, educational facilities, hotels, and multifamily residences. View Smart Building Cloud connects, manages and optimizes a portfolio of smart buildings with cybersecurity solutions. View Smart Building Cloud enables digitalization of over 100 million square feet of real estate. On the Web: http://www.view.com/ View Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10692) on April 2, 2024. In the petition signed by William T. Krause, as chief legal officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million. The Company disclosed total assets of $291,438,000 against total debt of $359,376,000 as of Sept. 30, 2023. Cole Schotz, PC and SOLIC Capital serve as the Debtors' legal advisor and financial advisor, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and balloting agent and administrative advisor. Sidley Austin LLP serves as legal advisor to Cantor Fitzgerald. Gibson, Dunn & Crutcher LLP serves as legal advisor to RXR. WAYNE HEALTHCARE: Fitch Affirms 'BB+' IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed Wayne Healthcare's (WH) Issuer Default Rating (IDR) at 'BB+' and the series 2019A hospital revenue bonds issued by Darke County (OH) on behalf of WH at 'BB+'. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Wayne Healthcare (OH) LT IDR BB+ Affirmed BB+ Wayne Healthcare (OH) /General Revenues/1 LT LT BB+ Affirmed BB+ The affirmation of the 'BB+' rating and Stable Outlook reflect WH's manageable leverage and still strong liquidity, despite sizable operating deficits for the past two fiscal years. The rating and Outlook are partly predicated on the expectation that WH restores positive operations in FY 2025 after its planned conversion to critical access hospital (CAH) status later in FY 2024. Management received notice from Centers for Medicare & Medicaid Services (CMS) that the hospital meets the criteria to convert to a CAH, and has filed application for its accreditation survey which is expected to be completed in the next few months. WH's daily census was seven for FY 2023 and has averaged 10 for the past five years, prompting management to consider conversion to CAH status, particularly after CMS rule changes positioned WH to qualify. Conversion to a CAH will allow WH to receive cost-based reimbursement, which should provide for a $10 million to $15 million increase in annual revenues at the same level of inpatient volumes given WH's current payor mix. Medicare and Medicaid combined account for 75%-80% of WH's payor mix. Improved reimbursement is expected to restore operating EBITDA in FY 2025 and beyond to levels more consistent with WH's pre-pandemic performance. Modest all fixed rate leverage and robust liquidity provide WH some flexibility at the rating level for operations to improve. Fitch expects WH's accretive clinical and service line growth in cancer and orthopedics to support improved, but still constrained operating performance in fiscal 2024, before a material rebound expected in FY 2025. WH expects to benefit from CAH status starting in Q4 of FY 2024, with full realization of conversion benefits to accrue to WH in FY 2025. In addition to becoming a critical access hospital, WH has the opportunity to reap additional benefits from the 340b drug program, and potentially from converting clinical practices to rural health clinics. WH did not meet its 1.2x debt service coverage covenant in FY 2023 and WH plans to pursue a waiver from bondholders. With conversion to CAH status, operating performance is expected to be sufficient to meet or exceed WH's debt service coverage covenant in FY 2024. SECURITY The bonds are secured by a pledge of security interest on the gross receipts of the obligated group, a mortgage lien on the hospital and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'bb' Competitive and Narrow Market; Constrained Payor Mix WH has weak revenue defensibility due to a relatively competitive market and a weak payor mix. Despite a leading PSA market position of almost 29% in 2023, WH faces competition from other hospitals in its broader service area, with four similarly sized hospitals and two larger hospitals operating within 40 miles. WH's payor mix is comprised of a high, but modestly improving mix of Medicaid and self-pay, totaling 28% of FY 2023 gross revenues. Government payors (Medicare and Medicaid combined) account for approximately 80% of revenues. WH is aligned with Premier Health, which holds a 1/3 ownership interest in the hospital and has three seats on WH's fourteen-member board. Operating Risk - 'bb' Revenue and Inflation Pressures WH's operating risk assessment is weak, remaining pressured by elevated labor and supplies expenses relative to total revenues, which deteriorated in FY 2022 and, although improved, remained constrained in FY 2023. FY 2023 revenues improved by just over $3 million, supported by WH initiatives, including an orthopedic joint venture entered into last year. Operations also strengthened in FY 2023 from initiatives to reduce agency usage and purchased services, but were still outpaced by the hospital's expanding expense base. Salaries, wages, and benefits costs remained elevated at just under 60% of revenues, but management has worked to reduce its use of agency staff. Going forward the use of agency staff should be more manageable at about half of peak levels. Fiscal 2023 operating EBITDA and EBITDA were (3.0%) and 0.6% respectively. Since FY 2022 WH has ramped up its orthopedic and cardiology service lines. WH management expects these initiatives to continue to drive additional revenues in 2024 and beyond. WH is in the process of conversion to CAH status, which will allow the hospital to be reimbursed on a cost basis. WH meets CMS requirements to make the conversion and will undergo its accreditation survey in the next two to three months. After conversion Fitch expects WH's operating EBTDA margin to materially improve, with financial benefits beginning in Q4 FY 2024 and be restored to levels more consistent with the hospital's historical performance thereafter. With conversion to CAH status and potential additional revenues from the 340b program, and rural health clinic reclassifications, management expects WH to have 15% or better operating EBITDA by 2025. Even under Fitch's conservative forward- looking stress case scenario analysis, which applies revenue and portfolio stresses aligned with current macro conditions, WH's operating EBITDA should be restored to at least 5%-7% over the next five fiscal years assuming CAH conversion and stable volumes and operating performance. At those levels, operating EBITDA will be more than adequate to support debt service coverage and balance sheet improvement, which would support an investment grade rating. WH's modest capital spending plans should also support this outcome, provided clinical initiatives remain successful and patient volumes continue to rebound, particularly outpatient and specialty service line volumes. Planned capital spending is mostly routine over the next few years including equipment and IT-related spending. WH has no major capital spending needs or debt plans over the next several years. Financial Profile - 'bbb' Manageable Leverage and Adequate Liquidity WH is expected to maintain adequate balance sheet metrics throughout Fitch's forward-looking analysis. WH's financial position has weakened somewhat due to operating losses, but liquidity remains sound and leverage manageable. WH's unrestricted reserves were $80.5 million at FYE 2023 providing for over 400 days cash on hand and approximately 170% cash-to-adjusted debt, which remains fully in line with a midrange financial profile assessment. WH has $47 million of outstanding fixed rate debt. WH's maximum annual debt service (MADS) is $2.91 million, resulting in less than 1.0x coverage in FY 2023. A waiver of the debt service coverage violation remains pending, but management has advised its bondholders and expects to seek a waiver in the next couple of months. Management additionally does not expect to issue its FY 2023 audit until resolution of its plan of conversion to CAH status is completed (likely Q3 of FY 2024). Based on management's projections for FY 2024, WH should be fully in compliance with its 1.2x debt service coverage covenant. Fitch's stress case scenario suggests that MADS coverage compliance could again be pressured in FY 2024 if management's revenue and expense expectations are not met, particularly if volatile market conditions return, or should conversion to CAH status not materialize. However, under Fitch's base and stress case scenarios debt service coverage is expected to remain at 2.0x or stronger over the next five years. Asymmetric Additional Risk Considerations There are currently no asymmetric additional risk considerations. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A significant decline in liquidity without commensurate growth in cash flow that leads to cash-to-adjusted debt that is sustained below 100%; - Sustained operating EBITDA margins below 6%-7% beyond the expected constrained operating performance in FY 2024. - Although not expected, WH could face negative rating pressure if economic conditions materially weaken relative to Fitch's current outlook or should other factors materially constrain financial performance resulting in a materially more tepid recovery during the next few years, particularly if conversion to critical access hospital status is not successful. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Sustained operating EBITDA margins at or above 8% over time, inclusive of expected near-term financial performance, and a demonstrated period of reduced operating volatility; - Cash-to-adjusted debt that is sustained above 200% which, while elevated relative to the minimum metric to achieve an investment-grade rating, incorporates WH's size, payor mix, competitive position and narrow market. PROFILE Wayne Hospital d/b/a as Wayne Healthcare is currently a 104 licensed bed (67 staffed) acute care hospital located in Greenville, OH, approximately 50 miles northwest of Dayton, OH. Upon conversion to critical access hospital status, WH will be capped at operating no more than 25 beds. WH's average patient census was 10 over the past five years. In fiscal 2023, WH had total operating revenues of approximately $67 million up from $64 million in FY 2022. The obligated group consists WH and a professional services group, WHC Professional Services LLC. Non-obligated affiliates are included within WH's consolidated financial statements and are not material. As of April 2017, WH and Premier Health (A-/Negative) signed an affiliation agreement for the purposes of collaboration between the two entities. The intent of the collaboration is to enhance development of resources for new facilities and programs, maintain and provide medical services for the underserved, and to further collaboration and integration between WH and Premier Health. As part of the agreement, Premier Health purchased a 33.3% ownership position in WH for $13 million and has the right to appoint six of the 18 members on WH's board of directors (Premier currently holds 3 of 14 seats on WH's board). Premier Health does not collect yearly earnings from WH. The affiliation term was extended in 2020 and runs through April 2029. The affiliation agreement with Premier allows WH three options at the end of the term: become a party to Premier Health's joint operating agreement; pursue another agreement with Premier Health; or terminate the affiliation, which would include a fair market value buyout price to Premier Health. Premier Health is not obligated on WH's debt and does not provide a guarantee of the debt. A termination by WH of its affiliation agreement with Premier Health at the end of the current agreement in 2029 would result in a repayment to Premier Health, but Fitch does not view it as an asymmetric risk at this time. If WH elects to end their affiliation with Premier Health a buyout price will be negotiated based on a determined fair market value. 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. WESCO AIRCRAFT: Mediation Unlikely to End Platinum Dispute ---------------------------------------------------------- Steven Church of Bloomberg News reports that settlement talks are unlikely to end a bitter, months-long trial pitting some of the biggest lenders on Wall Street against each other, the judge overseeing the bankruptcy case of Wesco Aircraft Holdings in Texas said Monday, April 15, 2024. "You all are going to continue to duke it out," US Bankruptcy Judge Marvin Isgur told lawyers representing creditors of the bankrupt aerospace parts supplier. "I would love it if this thing settles, but people have a right" to keep fighting until a judge decides who is right. About Incora Incora -- http://www.incora.com/-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. Wesco Aircraft Holdings, Inc., doing business as Incora, and 43 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 23-90611) on June 1, 2023. Wesco Aircraft estimated assets and debt of $1 billion to $10 billion as of the bankruptcy filing. The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as bankruptcy counsels; PJT Partners, Inc. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and conflicts counsel. Kurtzman Carson Consultants, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP and Morrison Foerster, LLP as its counsel; Piper Sandler & Co. as investment banker; and Province, LLC as financial advisor. WEWORK INC: Co-Founder Neumann Asks to Block Lender Plan -------------------------------------------------------- The Wall Street JOurnal reported that Adam Neumann asked a bankruptcy court not to advance WeWork's proposal to turn its business over to its top lenders after it rejected his attempts to retake control of the co-working company he co-founded. In a court filing Friday, Neumann said that WeWork shouldn't be allowed to seek creditor votes on a bankruptcy-exit plan that lacks key details and relies on overly optimistic financial projections. The company's plan would hand 80% of its equity to top lenders including Cupar Grimmond, which appears to be affiliated with a WeWork operating partner, in return for a $400 million new-money investment, according to the filing by Neumann's real-estate firm, Flow Group. FT earlier reported that WeWork co-founder Adam Neumann has made a fresh push to regain control of the company. Neumann, financial partners are prepared to beat any other offer that WeWork has received by 10%, a lawyer for Adam Neumann's property company Flow said in a statement to FT. Final Path Forward WeWork announced April 2, 2024, it has determined a final path forward at 90% of the locations in its global real estate portfolio through amended leases, new management agreements, or via the lease rejection process. This represents a significant milestone in WeWork’s global restructuring. Following a thorough evaluation of the short- and long-term economic viability of over 500 WeWork wholly-owned locations, in September 2023 the Company kicked off a comprehensive process of global engagement with its landlords. Since then, the Company has been working diligently to reach new lease terms more aligned with current real estate market conditions. As a result of this dramatic reduction in future rent expenses and further improved operating efficiency, WeWork is on track to deliver strong and sustainable financial performance following the completion of its restructuring. Key achievements to date include: * Agreements in principle to amend approximately 150 leases, with many contracts complete and others in various stages of execution; * Approximately 150 locations where existing lease terms support WeWork's current go-forward business plan, to be assumed as part of the Chapter 11 process or to remain in effect internationally; * Approximately 150 lease rejections or negotiated building exits completed or in progress; * Over $8 billion, or over 40%, reduction in total future rent commitments; and * Agreement with holders representing 92% of its secured notes to eliminate over $3 billion in prepetition secured debt obligations. "We are well on our way to building a strong and sustainable WeWork," said David Tolley, Chief Executive Officer. "The size, scope, and complexity of our real estate restructuring is unprecedented in our industry, and we've made remarkable progress to date optimizing our building footprint. We remain committed to emerging from our global real estate and financial restructuring later this quarter, and expect to do so with little to no debt and as a continuing leader in our industry, operating over 20 million square feet of real estate in over 20 countries around the world." Peter Greenspan, Global Head of Real Estate, added, "We are extraordinarily grateful to the many landlords who have collaboratively worked with us to reach agreements. We want to build the future of WeWork with our landlords as partners and since we embarked on this process, our goal has been to find a positive future in as many of our buildings as possible. While there is still more work to be done, and some hard decisions remain, the majority of this project is now behind us." About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; PJT Partners LP as investment banker; and McManimon, Scotland & Baumann, LLC as local counsel. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. WH INTERMEDIATE: Moody's Alters Outlook on 'B2' CFR to Negative --------------------------------------------------------------- Moody's Ratings changed WH Intermediate, LLC's ("WH Intermediate") outlook to negative from stable and affirmed the company's B2 corporate family rating and B2-PD probability of default rating. At the same time, Moody's also changed the outlook to negative assigned to WH Intermediate's subsidiary, WH Borrower, LLC ("WH Borrower", together "WHP") and affirmed the B2 ratings on WH Borrower's senior secured first lien bank credit facilities. The change in outlook to negative reflects increased risk to WHP's performance and credit metrics related to the voluntary Chapter 11 filing by one of its largest licensees, Express, Inc. ("Express") On April 22, 2024[1], Express announced that it received a non-binding letter of intent from a consortium led by WHP to acquire a substantial majority of Express' retail stores and operations, and that Express filed the voluntary Chapter 11 petitions to facilitate a transaction. WHP has not yet disclosed the mechanisms by which the transaction, if consummated, will be structured or funded, and the ultimate outcome of Express' restructuring is uncertain. Express' bankruptcy highlights the risks related to having meaningful brand and licensee concentrations. Also, the difficult consumer environment remains a concern as discretionary spending continues to face headwinds from ongoing inflation of essentials. The affirmation reflects Moody's expectation that the company will drive further revenue and earnings growth through successful integration of recent acquisitions and new license arrangements, despite consumer headwinds. Moody's also expects WHP to maintain good liquidity over the next 12 to 18 months, supported by balance sheet cash, positive free cash flow and ample revolver availability, and that the company's leverage profile will remain appropriate for the B2 rating, with Moody's-adjusted debt/EBITDA remaining below 6.0x and free cash flow to debt above 4%. RATINGS RATIONALE WHP's B2 CFR reflects governance considerations including high pro forma leverage, majority private equity ownership and a debt-financed acquisitive growth strategy which Moody's expects will result in adjusted debt/EBITDA remaining over 5 times over the next twelve to eighteen months. Also, while many of its brands have a long operating history, the rating reflects WHP's relatively short track record having been founded in 2019, as well as integration risks associated with the several material acquisitions completed over the past few years. The rating also reflects the meaningful brand and licensee concentrations as a percentage of pro forma revenue. The rating is supported by the relatively stable and predictable revenue and cash flow streams derived from royalty payments received from licensees, which include significant guaranteed minimum amounts, with upside from license overage receipts being accretive to earnings and cash flow as it leverages the existing cost base. Further, the licensor business model is asset light with low capital costs, which typically supports robust operating margins and positive free cash flow. Moody's expects WHP to maintain good liquidity over the next 12 months, supported by balance sheet cash, positive free cash flow and ample revolver availability. The negative outlook reflects increased risk to WHP's performance and credit metrics related to Express' voluntary Chapter 11 filing, the uncertainties around the proposed acquisition of Express retail stores and operations by the WHP consortium, along with difficult global consumer spending environment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company experiences weaker than anticipated operating performance resulting from challenges in integrating acquired brands, the non-renewal of licenses, or renewals of its licenses at materially lower revenue streams. Ratings could also be downgraded should WHP's financial policies become more aggressive or liquidity materially declines such as an inability to generate solid free cash flow after dividends. Specific metrics include debt-to-EBITDA sustained above 6 times or free cash flow to debt sustained below 4% and EBITA-to-interest sustained below 2.0 times A ratings upgrade is unlikely over the near-to-intermediate term given the company's short track record, small scale, and Moody's expectation that cash flow will likely support acquisition activity. Over time, ratings could be upgraded if the company maintains its operating performance and more conservative financial policies through a demonstrated willingness to sustain debt-to-EBITDA below 4.5 times, EBITA-to-interest expense above 3 times and free cash flow to debt well above 6%. Headquartered in New York, NY, WHP Global is a brand management company with a portfolio of brands that includes Anne Klein, Joseph Abboud, Joe's Jeans, Bonobos, Isaac Mizrahi, G-Star Raw, Lotto, Toys "R" Us, Babies "R" Us, a 50% interest in Rag & Bone, and a 60% interest in the EXPRESS brand, among others. The company is majority owned by private equity firms and other co-investors; although no one firm has majority control. Funds managed by Oaktree Capital Management, L.P. and Ares Management Corporation are the largest shareholders, with the remaining equity owned by management and others. WH Borrower, LLC is the borrowing entity in the credit group, and WH Intermediate, LLC is its direct parent, guarantor and financial reporting entity. WHP Global is privately owned and does not publicly disclose its financial information. Pro forma annual revenue exceeds $270 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. WINDSOR TERRACE: Unsecured Creditors Have 2 Options in Plan ----------------------------------------------------------- Windsor Terrace Healthcare, LLC, and its Affiliated Debtors filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Plan of Reorganization dated April 16, 2024. The Debtors are primarily engaged in the businesses of owning and operating skilled nursing facilities throughout the State of California. Collectively, the Debtors own and operate eighteen skilled nursing facilities, which provide 24 hour, 7 days a week and 365 days a year care to patients who reside at those facilities. In addition to the eighteen skilled nursing facilities, the Debtors own and operate one assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). The ultimate owners of all of the Debtors are two individuals, Avrohom "Abe" Tress and Aaron Robin. Both Mr. Tress and Mr. Robin have extensive experience owning and operating skilled nursing facilities in the State of California. At the time of their bankruptcy filings, the Debtors' facilities collectively had approximately 2,000 patients and were staffed by approximately 2,340 full and part-time employees. The Debtors' facilities currently have a total number of approximately 2,046 licensed beds (not including home health and hospice). The facilities are currently at approximately 88% occupancy in the aggregate. The Debtors generate annual revenue of approximately $260 million. The Debtors scheduled a total of approximately $2,062,918.83 of litigation general unsecured claims of that were liquidated claims not subject to any pending appeal at the time of the Debtors' bankruptcy filings. A total of approximately $702,966,323.61 of litigation general unsecured claims have been asserted against the Debtors in timely filed proofs of claim. The Plan is a plan of reorganization that has been proposed by the Debtors but is the result of extensive negotiations between the Debtors and the Official Committee of Unsecured Creditors. Class 3 is composed of the general unsecured Note Claim of HCSG. The HCSG class 3 note claim will be allowed against all of the Debtors other than S&F Hospice Opco I, LLC, S&F Home Health Opco I, LLC and Windsor Cypress Gardens Healthcare, LLC in the amount of $7,590,349 and be fully satisfied through a $5 million payment over four years consisting of equal quarterly payments without interest (as a compromise of HCSG's contention that this class 3 note claim should be paid at 100% on a joint and several liability theory). The Reorganized Debtors will pay this $5 million to HCSG in 16 equal quarterly payments made by the last day of each of the 16 full calendar quarters following the Effective Date, with each such quarterly payment to be in the amount of $312,500. The note claims of HCSG are separately classified from the rest of the general unsecured creditors because of HCSG's contention that the Debtors, other than S&F Hospice Opco I, LLC, S&F Home Health Opco I, LLC and Windsor Cypress Gardens Healthcare, LLC, are jointly and severally liable to HCSG on the note claims and that, as a result, such note claims would be paid in full (or more than all other general unsecured creditors) in the event of a sale or liquidation of the Debtors. Class 4 consists of All General Unsecured Claims Other Than The Class 3 Claim Of HCSG And The Insider/Affiliate Claims In Class 5. Each holder of a class 4 allowed claim will have the option (which option will be included in their Plan ballot) of selecting between the following two treatments under the Plan, which will be in full settlement and satisfaction of their class 4 claim: * Plan Treatment Option 1 will consist of a total of six payments made over five years with the total payments equal to 32% of the amount of their class 4 allowed claim, with the first payment in the amount of 2% to be made within 15 days after the later of the Effective Date and the date of allowance of the class 4 allowed claim, followed by a payment in the amount of 6% to be made on each of the five annual anniversaries following the Effective Date. * Plan Treatment Option 2 will consist of a single payment equal to 10% of the amount of their class 4 allowed claim made within 15 days after the later of the Effective Date and the date of allowance of the class 4 allowed claim. Class 6 consists of All Interest Holders. The equity structure of the Debtors will remain unchanged as a result of Plan confirmation. NewGen, LLC, a separate legal entity owned by the same individuals that own the Debtors ("Guarantor") has agreed to and will be obligated to contribute what is projected to be more than $35 million of new money to the Reorganized Debtors to enable them to meet their obligations under the Plan and to guaranty any further shortfall. The sources of the payments required to be made by the Reorganized Debtors under the Plan will be from the Debtors' cash and operating profit, with the Guarantor obligated to fund any shortfalls which are expected to be very substantial over the life of the Plan. The Guarantor has agreed to and the Plan shall constitute a legally binding guaranty by the Guarantor of timely and full payment of all class 3 and class 4 obligations of the Reorganized Debtors under the Plan. In addition, on the Effective Date, the Guarantor will execute and file of record a guaranty in the form that will be attached as an exhibit to the Disclosure Statement upon its completion (the "Guaranty"), and which shall be delivered to the Committee (on behalf of each holder of an allowed class 4 claim) and HCSG (with respect to its allowed class 3 claim) on the Effective Date consistent with the terms of the Plan. A full-text copy of the Disclosure Statement dated April 16, 2024 is available at https://urlcurt.com/u?l=EPKTKh from PacerMonitor.com at no charge. Attorneys for the Debtors: Ron Bender, Esq. Monica Y. Kim, Esq. Juliet Y. Oh, Esq. Robert M. Carrasco, Esq. Levene, Neale, Bender, Yoo & Golubchik, LLP 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: rb@lnbyg.com myk@lnbyg.com jyo@lnbyg.com rmc@lnbyg.com About Windsor Terrace Healthcare Windsor Terrace Healthcare, LLC and its affiliates are primarily engaged in the businesses of owning and operating skilled nursing facilities throughout the State of California. Collectively, the Debtors own and operate 16 skilled nursing facilities, which provide 24 hour, seven days a week and 365 days a year care to patients who reside at those facilities. In addition to the 16 skilled nursing facilities, the Debtors own and operate one assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). The Debtors do not own any of the real property upon which the facilities are located. Windsor Terrace Healthcare and 18 affiliates filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 23-11200) on Aug. 23, 2023. Two more affiliates, Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept. 29. At the time of the filing, Windsor Terrace Healthcare disclosed up to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the cases. The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson Bridgett, LLP as special counsels; and Province, LLC as financial advisor. Stretto, Inc. is the Debtor's claims, noticing and solicitation agent. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal counsel. Jacob Nathan Rubin, the patient care ombudsman, is represented by RHM Law, LLP. WORLD ACCEPTANCE: Moody's Alters Outlook on 'B2' CFR to Stable -------------------------------------------------------------- Moody's Ratings has affirmed World Acceptance Corporation's (WRLD) B2 corporate family rating and B3 senior unsecured rating. Moody's changed the company's outlook to stable from negative. RATINGS RATIONALE The change in outlook to stable reflects the company's improved asset quality and return to solid profitability over the last 18 months while maintaining strong capitalization. WRLD's asset quality has improved considerably over the last 18 months. Like many non-prime consumer lenders, WRLD experienced rising delinquencies and net charge-offs in 2022, with the rate of annualized net charge-offs to average gross loans and leases rising to 17.2% for the nine months ended December 31, 2022, well above levels in the comparable period in 2019. The company responded by tightening underwriting, which has translated to an improvement in overall portfolio credit quality. For the nine months ended December 31, 2023, the annualized net charge-off rate was a much improved 12.7% and in line with 2019 levels. WRLD's ratings have historically been supported by a strong track record of profitability while operating in the non-prime consumer installment loan market. From 2015 to 2019, the company's profitability as measured by net income to average managed assets (ROA) averaged nearly 7%. ROA was solid again in 2020 and 2021, similar to peers, driven by lower provisioning as consumer loan quality was strong due to government stimulus and assistance programs. However, ROA declined in 2022 to only 1.6% as consumers struggled to manage household expenses amid increasing inflation. WRLD, like peers, faced higher credit costs and had limited capacity to adjust the pricing of its high-cost loan products, which pressured earnings. The combination of deteriorating asset quality and the decline in profitability led to a breach of the company's fixed charge coverage and collateral performance indicator (CPI) covenants on its bank revolving credit facility, the basis of Moody's change in outlook to negative in November 2022. However, the company's profitability, like its asset quality, has improved considerably since. ROA for the nine months ended December 31, 2023 was 5.0%. WRLD is in compliance with all its financial covenants, though Moody's expects that it will continue to operate relatively thin cushions, increasing risk to creditors. The affirmation of WRLD's ratings also reflects its very strong capitalization. As of December 31, 2023, the company's tangible common equity (TCE) to tangible managed assets (TMA) ratio was 35.2%, substantially higher than the capital levels of similarly rated non-prime consumer finance peers. The B3 unsecured rating reflects the priority of the company's unsecured notes in WRLD's capital structure, along with the asset coverage of the notes. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS WRLD's ratings could be upgraded if the company realizes and is expected to maintain profitability in excess of historical levels and asset quality improves further, while maintaining strong capitalization. WRLD's ratings could be downgraded if the company experiences a significant decline in earnings or capitalization, or if asset quality deteriorates. Furthermore, Moody's could downgrade the senior unsecured rating if the company increases reliance on its revolving credit facility whereby the ratio of unsecured debt to total corporate debt is expected to remain consistently below 40%. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. WORLD PROTECTION: Hires Corey B. Beck PC as Legal Counsel --------------------------------------------------------- The World Protection Group, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ The Law Office of Corey B. Beck, P.C. as legal counsel. The firm will render these services: a. take all necessary action to protect and preserve the Estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor are involved, and the preparation of objections to claims filed against the Debtor's estate; b. prepare motions, answers, schedules, statements, applications, and reports for which the services of an attorney is necessary; c. advise the Debtor of their rights and obligations and its performance of its duties during the administration of the bankruptcy case; d. assist the Debtor in formulating a plan of reorganization and disclosure statements and obtain approval and confirmation thereof; and e. represent the Debtor in all proceedings before the bankruptcy court and other courts with jurisdiction over the bankruptcy case. The firm will be paid at the rate of $450 per hour, and will be reimbursed for out-of-pocket expenses incurred. The firm received a retainer in the amount of $25,000. Corey Beck, Esq., a partner at the Law Office of Corey B. Beck, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Corey B. Beck, Esq. The Law Office of Corey B. Beck, P.C. 425 South Sixth Street Las Vegas, NV 89101 Tel: (702) 678-1999 Fax: (702) 678-6788 Email: becksbk@yahoo.com About The World Protection Group, Inc. The World Protection Group, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 24-10695) on Feb. 16, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Corey B. Beck, Esq. ZAC PRUETT: Taps Sgro, Hanrahan, Daurr, Rabin & Reinbold as Counsel ------------------------------------------------------------------- Zac Pruett, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to employ Sgro, Hanrahan, Durr, Rabin & Reinbold, LLP as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its rights, powers, and duties in connection with the administration and management of the bankruptcy estate and its property; (b) take such action as may be necessary with respect to claims filed in the bankruptcy case; (c) prepare legal papers; (d) represent the Debtor with respect to inquiries and negotiations concerning creditors; (e) initiate, defend or otherwise participate on behalf of the Debtor in all proceedings before this court; and (f) perform other legal services on behalf of the Debtor as may be required to aid in the proper administration of the bankruptcy estate. The hourly rates of the firm's attorney and paralegal are $250 and $75, respectively. In addition, the firm will seek reimbursement for expenses incurred. Prior to filing, the Debtor paid the firm a retainer of $15,000 in consideration of the services to be provided in this case. Jeana Reinbold, Esq., an attorney at Sgro, Hanrahan, Durr, Rabin & Reinbold, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeana K. Reinbold, Esq. Sgro, Hanrahan, Durr, Rabin & Reinbold, LLP 1119 S. 6th Street Springfield, IL 6203 Telephone: (217) 789-1200 Email: jeana@casevista.com About Zac Pruett Zac Pruett Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 24-70282) on April 19, 2024. In the petition signed by Zachery K. Pruett, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mary P. Gorman oversees the case. Jeana K. Reinbold, Esq., at Sgro, Hanrahan, Durr, Rabin & Reinbold, LLP represents the Debtor as counsel. [*] PE-Owned Healthcare Bankruptcies Rise in 2023 ------------------------------------------------- Advocacy group Private Equity Stakeholder Project said that in 2023, a surge in bankruptcies hit the healthcare sector, sending shockwaves through critical services across the nation. Today, the Private Equity Stakeholder Project (PESP) reveals alarming data in its latest report, "Private Equity Healthcare Bankruptcies are on the Rise." Key findings from the report underscore a troubling trend: at least 17 out of the 80 (21%) healthcare bankruptcies in 2023 were by private equity-owned companies. Notably, some of the most significant bankruptcies, such as Envision Healthcare (KKR), Air Methods (American Securities), and American Physician Partners (Brown Brothers Harriman Capital Partners), garnered major headlines, signaling a systemic issue demanding urgent attention. Looking ahead, 2024 is poised to witness another wave of private equity-driven healthcare distress, restructuring, and bankruptcies, amplifying concerns for the stability of essential healthcare resources. The report warns that the vast majority of distressed healthcare companies are currently under private equity ownership, posing significant risks to both the industry and health infrastructure. Why the observable surge? Private equity's excessive reliance on debt and aggressive financial strategies are pinpointed as primary culprits, placing healthcare companies in precarious positions. The report delves into case studies, revealing the detrimental impact of private equity’s pursuit of growth and short-term gains, at the expense of companies, employees, patients, and communities. Moreover, the research sheds light on the broader economic landscape exacerbating healthcare woes. High interest rates, labor costs, and regulatory shifts collectively compound the challenges faced by healthcare companies, particularly those burdened with high levels of debt under private equity ownership. Such bankruptcies are not mere financial events; they threaten to disrupt critical healthcare services, burden healthcare providers, and strain publicly-funded healthcare infrastructure, including Medicare and Medicaid programs. The report's comprehensive analysis underscores the urgency for stakeholders to address the systemic risks posed by private equity in healthcare. With the number of private equity healthcare bankruptcies more than doubling in recent years, proactive measures are imperative to safeguard the stability and accessibility of healthcare services for all. [^] BOND PRICING: For the Week from April 22 to 26, 2024 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 47.250 5/1/2025 99 Cents Only Stores LLC NDN 7.500 30.654 1/15/2026 99 Cents Only Stores LLC NDN 7.500 30.654 1/15/2026 99 Cents Only Stores LLC NDN 7.500 30.654 1/15/2026 AMC Entertainment Holdings Inc AMC 6.125 45.320 5/15/2027 Acorda Therapeutics Inc ACOR 6.000 56.926 12/1/2024 Amyris Inc AMRS 1.500 3.500 11/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 At Home Group Inc HOME 7.125 28.088 7/15/2029 At Home Group Inc HOME 7.125 28.088 7/15/2029 Audacy Capital Corp CBSR 6.750 3.750 3/31/2029 Audacy Capital Corp CBSR 6.500 3.500 5/1/2027 Audacy Capital Corp CBSR 6.750 3.295 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Beasley Mezzanine Holdings LLC BBGI 8.625 60.699 2/1/2026 Beasley Mezzanine Holdings LLC BBGI 8.625 60.698 2/1/2026 Biora Therapeutics Inc BIOR 7.250 58.359 12/1/2025 Cano Health LLC CANHEA 6.250 0.384 10/1/2028 Cano Health LLC CANHEA 6.250 0.223 10/1/2028 Cantor Fitzgerald LP CANTOR 4.875 100.044 5/1/2024 Cantor Fitzgerald LP CANTOR 4.875 99.983 5/1/2024 Citigroup Global Markets Holdings Inc/United States C 3.350 99.524 4/29/2024 CommScope Inc COMM 8.250 37.751 3/1/2027 CommScope Inc COMM 7.125 34.337 7/1/2028 CommScope Inc COMM 8.250 37.879 3/1/2027 CommScope Inc COMM 7.125 34.954 7/1/2028 CommScope Technologies LLC COMM 5.000 34.966 3/15/2027 CommScope Technologies LLC COMM 5.000 34.762 3/15/2027 Curo Group Holdings Corp CURO 7.500 4.250 8/1/2028 Curo Group Holdings Corp CURO 7.500 25.500 8/1/2028 Curo Group Holdings Corp CURO 7.500 4.578 8/1/2028 Cutera Inc CUTR 2.250 23.750 6/1/2028 Cutera Inc CUTR 2.250 38.476 3/15/2026 Cutera Inc CUTR 4.000 22.250 6/1/2029 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 11.107 3/15/2042 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.000 11.907 8/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.350 14.713 3/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 11.107 3/15/2042 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 11.107 3/15/2042 Danimer Scientific Inc DNMR 3.250 10.850 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.500 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 3.000 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 5.625 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.544 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 5.625 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.526 8/15/2026 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Energy Conversion Devices ENER 3.000 0.762 6/15/2013 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 45.000 1/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 44.329 1/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 29.000 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 19.530 7/15/2026 Federal Farm Credit Banks Funding Corp FFCB 4.750 99.822 4/26/2024 Federal Farm Credit Banks Funding Corp FFCB 2.950 99.881 4/26/2024 Federal Home Loan Banks FHLB 5.000 99.408 4/26/2024 Federal Home Loan Banks FHLB 5.000 99.410 4/26/2024 Federal Home Loan Banks FHLB 1.000 62.480 7/26/2024 Federal Home Loan Banks FHLB 4.750 99.901 4/26/2024 Federal Home Loan Banks FHLB 4.750 99.414 4/26/2024 Federal Home Loan Banks FHLB 5.120 99.903 4/26/2024 Federal Home Loan Banks FHLB 2.670 99.400 4/26/2024 Federal Home Loan Banks FHLB 2.750 99.380 4/29/2024 Federal Home Loan Banks FHLB 0.440 97.332 4/29/2024 Federal Home Loan Banks FHLB 0.410 99.328 5/1/2024 Federal Home Loan Banks FHLB 0.450 99.350 4/29/2024 Federal Home Loan Banks FHLB 4.000 99.396 4/29/2024 Federal Home Loan Banks FHLB 0.420 99.253 5/6/2024 Federal Home Loan Banks FHLB 2.610 99.814 4/26/2024 Federal Home Loan Banks FHLB 2.600 99.813 4/26/2024 Federal Home Loan Banks FHLB 2.625 99.400 4/26/2024 Federal Home Loan Banks FHLB 3.500 99.405 4/26/2024 Federal Home Loan Banks FHLB 0.400 99.350 4/29/2024 Federal Home Loan Banks FHLB 0.375 99.872 4/26/2024 Federal Home Loan Banks FHLB 4.500 99.825 4/26/2024 Federal Home Loan Banks FHLB 5.000 99.777 4/26/2024 Federal Home Loan Banks FHLB 4.750 99.827 4/26/2024 Federal Home Loan Banks FHLB 2.450 99.399 4/26/2024 Federal Home Loan Banks FHLB 2.410 99.813 4/26/2024 Federal Home Loan Banks FHLB 2.625 99.814 4/26/2024 Federal Home Loan Banks FHLB 2.700 99.379 4/29/2024 Federal Home Loan Banks FHLB 2.670 99.762 4/26/2024 Federal Home Loan Banks FHLB 2.600 99.813 4/26/2024 Federal Home Loan Banks FHLB 2.340 99.860 4/30/2024 Federal Home Loan Banks FHLB 0.350 99.689 5/1/2024 Federal Home Loan Banks FHLB 6.900 100.010 11/6/2043 Federal Home Loan Banks FHLB 4.746 99.813 5/1/2024 Federal Home Loan Banks FHLB 3.500 99.405 4/26/2024 Federal Home Loan Mortgage Corp FHLMC 3.000 99.388 4/29/2024 Federal Home Loan Mortgage Corp FHLMC 3.625 99.409 4/26/2024 Federal Home Loan Mortgage Corp FHLMC 3.110 99.389 4/29/2024 Federal Home Loan Mortgage Corp FHLMC 3.000 70.913 5/24/2024 Federal National Mortgage Association FNMA 0.350 99.867 4/26/2024 Federal National Mortgage Association FNMA 5.220 99.412 5/3/2024 Federal National Mortgage Association FNMA 0.350 99.867 4/26/2024 First Commonwealth Bank FCF 7.448 93.815 6/1/2028 First Republic Bank/CA FRCB 4.375 4.000 8/1/2046 First Republic Bank/CA FRCB 4.625 3.685 2/13/2047 First Southwest Corp/MS FRSTSW 6.350 98.957 6/1/2029 First Southwest Corp/MS FRSTSW 6.350 98.957 6/1/2029 Fisker Inc FSRN 2.500 0.875 9/15/2026 GEO Group Inc/The GEO 9.500 101.120 12/31/2028 GNC Holdings Inc GNC 1.500 0.841 8/15/2020 Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Gossamer Bio Inc GOSS 5.000 40.750 6/1/2027 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 3.750 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 7.124 6/1/2026 Hallmark Financial Services Inc HALL 6.250 14.758 8/15/2029 Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026 Inseego Corp INSG 3.250 39.000 5/1/2025 Invacare Corp IVC 4.250 1.480 3/15/2026 Invitae Corp NVTA 2.000 87.500 9/1/2024 JPMorgan Chase Bank NA JPM 2.000 85.607 9/10/2031 Kaman Corp KAMN 3.250 99.930 5/1/2024 Karyopharm Therapeutics Inc KPTI 3.000 52.900 10/15/2025 Lennar Corp LEN 4.500 99.877 4/30/2024 Ligado Networks LLC NEWLSQ 15.500 15.500 11/1/2023 Ligado Networks LLC NEWLSQ 15.500 14.625 11/1/2023 Luminar Technologies Inc LAZR 1.250 28.680 12/15/2026 MBIA Insurance Corp MBI 16.850 5.250 1/15/2033 MBIA Insurance Corp MBI 16.850 4.810 1/15/2033 Macy's Retail Holdings LLC M 6.900 88.897 1/15/2032 Main Street Capital Corp MAIN 5.200 99.935 5/1/2024 Mashantucket Western Pequot Tribe MASHTU 7.350 48.250 7/1/2026 Morgan Stanley MS 1.800 73.930 8/27/2036 NanoString Technologies NSTG 2.625 75.032 3/1/2025 New York Life Global Funding NYLIFE 0.550 99.792 4/26/2024 New York Life Global Funding NYLIFE 0.550 99.988 4/26/2024 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Office Properties Income Trust OPI 4.500 78.354 2/1/2025 Philip Morris International Inc PM 2.875 99.893 5/1/2024 Photo Holdings Merger Sub SFLY 8.500 46.343 10/1/2026 Photo Holdings Merger Sub SFLY 8.500 46.343 10/1/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 25.881 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 25.909 5/15/2026 Rackspace Technology Global Inc RAX 3.500 29.039 2/15/2028 Rackspace Technology Global Inc RAX 5.375 26.561 12/1/2028 Rackspace Technology Global Inc RAX 3.500 28.882 2/15/2028 Rackspace Technology Global Inc RAX 5.375 27.559 12/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 3.536 2/15/2027 Rite Aid Corp RAD 7.500 62.000 7/1/2025 Rite Aid Corp RAD 6.875 4.950 12/15/2028 Rite Aid Corp RAD 7.500 62.012 7/1/2025 Rite Aid Corp RAD 6.875 4.950 12/15/2028 RumbleON Inc RMBL 6.750 56.376 1/1/2025 SVB Financial Group SIVB 4.000 1.750 N/A SVB Financial Group SIVB 3.500 64.000 1/29/2025 SVB Financial Group SIVB 4.100 1.750 N/A SVB Financial Group SIVB 4.250 1.000 N/A SVB Financial Group SIVB 4.700 1.375 N/A Schlumberger Holdings Corp SLB 3.750 99.899 5/1/2024 Spanish Broadcasting System Inc SBSAA 9.750 50.117 3/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 49.290 3/1/2026 Spirit Airlines Inc SAVE 4.750 59.889 5/15/2025 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 8.860 5/15/2027 USAA Capital Corp USAACA 0.500 99.744 5/1/2024 United Bancorp Inc/OH UBCP 6.000 97.892 5/15/2029 Valvoline Inc VVV 4.250 99.820 2/15/2030 Valvoline Inc VVV 4.250 99.680 2/15/2030 Ventas Realty LP VTR 3.750 99.905 5/1/2024 Veritone Inc VERI 1.750 35.500 11/15/2026 Virgin Galactic Holdings SPCE 2.500 26.109 2/1/2027 Voyager Aviation Holdings VAHLLC 8.500 16.000 5/9/2026 Voyager Aviation Holdings VAHLLC 8.500 16.000 5/9/2026 Voyager Aviation Holdings VAHLLC 8.500 16.000 5/9/2026 Vroom Inc VRM 0.750 53.000 7/1/2026 WeWork Cos US LLC WEWORK 15.000 10.000 8/15/2027 WeWork Cos US LLC WEWORK 11.000 4.750 8/15/2027 WeWork Cos US LLC WEWORK 15.000 10.000 8/15/2027 WeWork Cos US LLC WEWORK 12.000 2.126 8/15/2027 WeWork Cos US LLC WEWORK 11.000 4.723 8/15/2027 Wells Fargo & Co WFC 2.909 97.407 5/16/2024 Wesco Aircraft Holdings Inc WAIR 8.500 32.000 11/15/2024 Wesco Aircraft Holdings Inc WAIR 9.000 11.999 11/15/2026 Wesco Aircraft Holdings Inc WAIR 13.125 2.459 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 29.275 11/15/2024 Wesco Aircraft Holdings Inc WAIR 13.125 2.459 11/15/2027 Wesco Aircraft Holdings Inc WAIR 9.000 11.999 11/15/2026 Wheel Pros Inc WHLPRO 6.500 31.500 5/15/2029 Wheel Pros Inc WHLPRO 6.500 26.825 5/15/2029 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***