/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240514.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 14, 2024, Vol. 28, No. 134 Headlines 119 HILLSIDE: Case Summary & Three Unsecured Creditors 42 DUNE ROAD: Voluntary Chapter 11 Case Summary AAA TREE: Fine-Tunes Plan Documents ADVANCED CUSTOM: Christopher Hayes Named Subchapter V Trustee ALTERNATIVE ENERGY: Voluntary Chapter 11 Case Summary AMERICAN LEGION: Unsecureds Will Get 10% to 100% in Plan AMERICAN TRANSPORT: Neema Varghese Named Subchapter V Trustee AMERICAN TRANSPORTATION: Neema Varghese Named Subchapter V Trustee AMNEAL PHARMACEUTICALS: S&P Alters Outlook to Pos, Affirms 'B' ICR ANYWHERE REAL: Moody's Cuts CFR to B2 & Alters Outlook to Stable APEX TOOL: Moody's Rates New First Lien Revolver Loan 'B2' ASSETS HOLDING: Sylvia Mayer Named Subchapter V Trustee ASTRA ACQUISITION: Fitch Upgrades IDR to CCC-, On Watch Neg. ATLANTIC HILLS: Plan Exclusivity Period Extended to July 15 AVENUE THERAPEUTICS: Raises $4.4 Million Through Warrant Exercise BARNES & NOBLE: Daniel Tisch Cuts Equity Stake to 0.3% BBCK ONE HOLDING: Scott Rever of Genova Named Subchapter V Trustee BELLAH SERVICES: Continued Operations to Fund Plan BRENTWOOD SKIN: Glen Watson Named Subchapter V Trustee BROADSTREET PARTNERS: Moody's Affirms 'B3' CFR, Outlook Stable BROOKFIELD RESIDENTIAL: S&P Affirms 'B' Issuer Credit Rating CANO HEALTH: 2nd Amendment to Joint Chapter 11 Plan Filed CE INTERMEDIATE I: Moody's Affirms 'B3' CFR, Outlook Stable CELL-NIQUE CORP: Voluntary Chapter 11 Case Summary CHARTER COMMUNICATIONS: Moody's Rates New Sr. Secured Notes 'Ba1' CONNECT HOLDING II: S&P Downgrades ICR to 'CCC', Outlook Negative CORRELATE ENERGY: To Net $6 Million in Securities Offering CP IRIS: Moody's Cuts Rating on First Lien Credit Facility to B3 CQP HOLDCO: Moody's Upgrades CFR & Senior Secured Term Loan to Ba2 CSI COMPRESSCO: Moody's Withdraws Caa1 CFR on Debt Extinguishment CURIS INC: Reports $11.9 Million Net Loss in 2024 First Quarter CYANCO INTERMEDIATE: S&P Withdraws 'B' Issuer Credit Rating D.M.G. SECURITY: Unsecureds to Get $2K per Month for 60 Months DATO A/C: Plan Exclusivity Period Extended to August 26 DOTLESS LLC: Plan Exclusivity Period Extended to June 11 DRH CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors EMERGENT BIOSOLUTIONS: Moody's Alters Outlook on Caa1 CFR to Stable ENO RIVER: Moody's Alters Outlook on 'Ba1' Bond Rating to Positive FOREST CITY: S&P Lowers ICR to 'CCC+' on Upcoming Debt Maturities FORM TECHNOLOGIES: Invesco Dynamic Marks $1.05MM Loan at 29% Off GALAXY NEXT: Case Summary & 20 Largest Unsecured Creditors GALLERIA 2425: Hilco Sets June 14 Bid Deadline for TwentyFour25 GALLERIA 2425: Unsecureds Will Get 100% of Claims in Joint Plan GAMIDA CELL: Case Summary & One Unsecured Creditor GARDEN STATE: Douglas Stanger Named Subchapter V Trustee GENESISCARE: Sale of Interest in Cancer Centers Completed GILLIAM CONSTRUCTION: Unsecureds to Get 8 Cents on Dollar in Plan GLOBAL INFRASTRUCTURE: Moody's Affirms 'Ba3' CFR, Outlook Stable GUREEV LLC: Plan Exclusivity Period Extended to July 15 HAUS PLUMBING: Nathan Smith of Malcolm Named Subchapter V Trustee HAWAIIAN HOLDINGS: Fitch Keeps 'B-' LongTerm IDR on Watch Positive HERBALIFE LTD: S&P Affirms 'B' ICR, Off Watch Neg., Outlook Stable IGLESIA DE DIOS: Voluntary Chapter 11 Case Summary IMAGEFIRST HOLDINGS: Moody's Ups CFR & Secured 1st Lien Debt to B2 INSEEGO CORP: In Talks to Refinance Note, Has Going Concern Doubt INVIVO THERAPEUTICS: Unsecureds to Recover 100% in Liquidating Plan JIMMY MOTOR: Unsecureds to Get Share of Income for 3 Years KINETIK HOLDINGS: Moody's Affirms Ba1 CFR, Outlook Remains Stable LA TOOL: Unsecureds Will Get 5% of Claims over 60 Months LAREDO HOUSING: S&P Affirms 'CC' Long-Term Rating on Revenue Bonds LATROBE ASSOCIATES: Unsecureds Will Get 5% of Claims over 60 Months LENDINGTREE INC: Moody's Ups CFR to B3 & Alters Outlook to Stable LIFEPOINT HEALTH: Moody's Rates New $500MM Incremental Loan 'B2' LIFEPOINT HEALTH: S&P Rates New Senior Secured Term Loan B 'B' LIVINGSTON TOWNSHIP: Seeks to Extend Plan Exclusivity to June 20 LOJERKY INC: Amends Secured Claims Pay Details MATCHBOX BUSINESS: Case Summary & 11 Unsecured Creditors MAVERICK GAMING: Great Elm Capital Marks $5.8MM Loan at 33% MAXIMUS INC: S&P Assigns 'BB+' Rating on New Credit Facilities MCDERMOTT INT'L: Invesco Dynamic Marks $1.5MM Loan at 48% Off MCDERMOTT INT'L: Invesco Dynamic Marks $4.1MM Loan at 35% Off MCDERMOTT INT'L: Invesco Dynamic Marks $985,000 Loan at 58% Off MLN US HOLDCO: Invesco Dynamic Marks $1.6MM Loan at 40% Off MLN US HOLDCO: Invesco Dynamic Marks $1.9MM Loan at 86% Off MLN US HOLDCO: Invesco Dynamic Marks $3.7MM Loan at 80% Off MOSAICS PUBLIC: Moody's Gives Ba1 Rating on 2024A/B Revenue Bonds MWT ND: Unsecureds to Recover 36% in Three-Option Plan NEW WAY MACHINE: Holly Miller of Gellert Named Subchapter V Trustee OFFICE PROPERTIES: Moelis & Company on Board as Financial Advisor OLYMPIA PITA: Salvatore LaMonica Named Subchapter V Trustee P3 HEALTH: Recurring Losses Raise Going Concern Doubt P3 PURE: Voluntary Chapter 11 Case Summary PAGANUS LLC: Unsecureds to Split $50K via Quarterly Payments PARKE OPCO: Steven Nosek Named Subchapter V Trustee PATINOS CONCRETE: Michael Markham Named Subchapter V Trustee PFS HOLDINGS: Great Elm Capital Marks $1.04MM Loan at 79% PLATINUM AIR: L. Todd Budgen Named Subchapter V Trustee POWER REIT: Defaults on Loan, Has Going Concern Doubt POWER SOLUTIONS: Reports $7.1MM Net Income in 2024 First Quarter PRA GROUP: Moody's Cuts CFR to Ba2 & Senior Unsecured Debt to Ba3 PREMIER GLASS: Matthew Brash Named Subchapter V Trustee PRIME MARKETING: Unsecureds Will Get 3.04% of Claims over 3 Years PRIORITY MEDICAL: Walter Dahl Named Subchapter V Trustee PROSOMNUS INC: Obtains Support for $20MM Capital Injection RAND PARENT: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable RATH RACING: Mary Sieling Named Subchapter V Trustee RED DOOR: Brendon Singh of Tran Singh Named Subchapter V Trustee RESEARCH NOW: Great Elm Capital Marks $8MM Loan at 82% RESIDEO FUNDING: Moody's Rates Proposed First Lien Loans 'Ba1' RITHUM HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B-' ICR ROBERTSHAW US: Invesco Dynamic Marks $456,000 Loan at 42% Off ROBERTSHAW US: Invesco Dynamic Marks $610,000 Loan at 42% Off ROSA'S SPORTS: Mark Hall Named Subchapter V Trustee SAM ASH: May 15 Deadline Set for Panel Questionnaires SAM ASH: Mulls Sale of IP Assets, Samson Biz in Chapter 11 SANGAMO THERAPEUTICS: Recurring Losses Raise Going Concern Doubt SHEN ZEN TEA: Unsecured Creditors to Split $33K in Plan STAPLES INC: S&P Alters Outlook to Stable, Affirms 'B-' ICR STARK ENERGY: Thomas Kapusta Named Subchapter V Trustee STEWARD HEALTH: MPW Faces Potential Lawsuit Following Bankruptcy STRATEGIC ACQUISITIONS: Exworth Union Raises Going Concern Doubt SUITED CONNECTOR: Fidus Investment Marks $16MM Loan at 70% Off SUNRAMA INC: Salvatore LaMonica Named Subchapter V Trustee SUPERIOR PLUS: Moody's Assigns 'Ba2' CFR, Outlook Stable TBD RESTAURANTS: Unsecureds to be Paid in Full over 5 Years TELESAT LLC: Invesco Dynamic Marks $1.7MM Loan at 40% Off TJC SPARTECH: S&P Downgrades ICR to 'CCC+', Outlook Negative TRIAD MOTORS: Case Summary & 20 Largest Unsecured Creditors TWENTY FOUR HOUR: Lawrence Katz Named Subchapter V Trustee TWS ENTERPRISES: Matthew Brash Named Subchapter V Trustee ULTIMATE JETCHARTERS: Plan Exclusivity Period Extended to June 21 UNITI GROUP: Fitch Corrects Feb. 2023 Ratings Release UP RIGHT: Proposes Immaterial Modifications to Plan US NUCLEAR: Fruci & Associates II Raises Going Concern Doubt US TELEPACIFIC: Invesco Dynamic Marks $1.03MM Loan at 61% Off US TELEPACIFIC: Invesco Dynamic Marks $100,000 Loan at 100% Off VICEROY PETROLEUM: Case Summary & 20 Largest Unsecured Creditors VIRTEX ENTERPRISES: Fidus Investment Marks $11MM Loan at 53% Off WEWORK INC: Unsecureds to Get Share of UCC Settlement Proceeds WIDEOPENWEST FINANCE: S&P Lowers LT ICR to 'B', On Watch Negative WOMEN'S CARE: Invesco Dynamic Marks $431,000 Loan at 23% Off XENETIC BIOSCIENCES: Recurring Losses Raise Going Concern Doubt [^] Large Companies with Insolvent Balance Sheet ********* 119 HILLSIDE: Case Summary & Three Unsecured Creditors ------------------------------------------------------ Debtor: 119 Hillside Corp 119-01 Hillside Ave Kew Gardens, NY 11418 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101 (51B)). Chapter 11 Petition Date: May 13, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-42006 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Philip Zelinger, Esq. PHILIP ZELINGER, ATTORNEY AT LAW 12001 Guy R Brewer Blvd Jamaica, NY 11434 Tel: (718) 528-3700 Email: Philzelinger@gmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Barak Tsabari as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's Three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KPUKQUQ/119_Hillside_Corp__nyebke-24-42006__0001.0.pdf?mcid=tGE4TAMA 42 DUNE ROAD: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 42 Dune Road, LLC 90-67 Sutphin Boulevard Jamaica, NY 11435 Business Description: The Debtor owns a two-family home located at 42 Dune Road, Hampton Bays, NY 11946 (partially fire damaged) & vacant land located at 41 Dune Road, Hampton Bays, NY 11946 having a current value of $700,000 (based on Debtor's estimate). Chapter 11 Petition Date: May 9, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-41960 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Gary C. Fischoff, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP 6901 Jericho Turnpike Suite 230 Syosset, NY 11791 Tel: 516-747-1136 Email: hberger@bfslawfirm.com/ gfischoff@bfslawfirm.com Total Assets: $700,000 Total Liabilities: $2,286,012 The petition was signed by 42 Dune Road, LLC by its Manager 53 Dune Road, LLC. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/F37DWQY/42_Dune_Road_LLC__nyebke-24-41960__0001.0.pdf?mcid=tGE4TAMA AAA TREE: Fine-Tunes Plan Documents ----------------------------------- AAA Tree Service, LLC submitted a Disclosure Statement describing First Amended Plan of Reorganization dated April 25, 2024. The Debtor's Plan is a reorganization plan, which provides for the restructuring of certain Allowed Creditor Claims and payments under the Plan for a period of 5 years with an estimated payment(s) to Allowed General Unsecured Claims, full payment to Debtor's Allowed Priority Tax Claims from Debtor's Cash Flow and payment to Debtor's Secured Creditors, mostly equipment and vehicle lenders, including by cramming down certain Secured Claims. For Secured Creditors whose claims are partially secured, the unsecured bifurcated portions of their claims will be treated as General Unsecured Claims. The Effective Date of the Plan is the date 30 days after entry of the Confirmation Order. The Debtor obtained Court authorization to liquidate certain vehicles, equipment, and other assets. The details regarding these sale motions, along with forthcoming motions to sell assets that are expected to be resolved by the time the Court considers the Debtor's Disclosure Statement, potentially among others, are as follows: * Debtor obtained authorization to sell a 2021 Sennebogen Doosan Log Loader 225 LC; * Debtor obtained authorization to sell three Ford pickup trucks that paid the secured claims of Balboa in full; * Debtor obtained authorization to sell two additional Ford trucks, which will satisfy two of FMC's secured claims; * Debtor is prepared to and plans to file an additional motion to attain approval to sell 6 additional trucks that are the collateral of FMC and which will, if granted, satisfy the liens of FMC against such trucks; * Debtor obtained authorization to sell a trailer that it owned free and clear; * Debtor obtained authorization to sell its anticipated ERC refund for $610,000, with additional consideration in the form of assumption of a secured loan Debtor had obtained against the ERC refund in excess of $900,000. Class 12 consists of Allowed General Unsecured Claims. In full and complete satisfaction, settlement, release, discharge, and extinguishment of the Class 12 Allowed, General Unsecured Claims, commencing 180 days after the Effective Date, the holders of such Allowed, General Unsecured Class 12 Claims shall receive payment, biannually, of their Pro-Rata share of Debtor's Cash Flow over 5 years from the Effective Date in full and complete satisfaction of their Allowed Claims. Debtor's Projections provide for biannual payments to be shared Pro-Rata by the holders of Class 12 Claims. To the extent any Holders of Class 12 General Unsecured Creditors had filed prepetition liens, such liens are void pursuant to Bankruptcy Code section 506(a) as there is no collateral value to support such liens and shall no longer encumber Debtor's Assets. Class 12 Allowed Claims of General Unsecured Creditors total $4,138,328. Creditors will receive less than 5% of allowed general unsecured claim. The plan will be funded by Debtor's continued operations and collections. A full-text copy of the Disclosure Statement dated April 25, 2024 is available at https://urlcurt.com/u?l=hJ8a7I from PacerMonitor.com at no charge. Attorneys for Debtor-in-Possession AAA Tree Service, LLC: Robert P. Goe, Esq. Charity J. Manee, Esq. GOE FORSYTHE & HODGES LLP 17701 Cowan, Suite 210, Bldg. D Irvine, CA 92614 Telephone: (949) 798-2460 Facsimile: (949) 955-9437 E-mail: rgoe@goeforlaw.com cmanee@goeforlaw.com About AAA Tree Service AAA Tree Service, LLC, provides tree removals and trimming services in Winchester, Calif. AAA Tree Service sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-12229) on May 25, 2023. In the petition signed by CEO Stacy Manqueros, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Magdalena Reyes Bordeaux oversees the case. Robert P. Goe, Esq., at Goe Forsythe and Hodges, LLP, is the Debtor's legal counsel. ADVANCED CUSTOM: Christopher Hayes Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Christopher Hayes as Subchapter V trustee for Advanced Custom Shutters, Inc. Mr. Hayes will be paid an hourly fee of $455 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hayes declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christopher Hayes 23 Railroad Avenue, #1238 Danville, CA 94526 Phone: (925) 725-4323 Email: chayestrustee@gmail.com About Advanced Custom Shutters Advanced Custom Shutters, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-50536) on April 15, 2024, with $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. Judge Stephen L. Johnson presides over the case. Barzin Barry Sabahat, Esq., represents the Debtor as legal counsel. ALTERNATIVE ENERGY: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Alternative Energy Development-Copiah LLC 19120 Highway 51 South Hazlehurst, MS 39083 Chapter 11 Petition Date: May 13, 2024 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 24-01125 Judge: Hon. Jamie A Wilson Debtor's Counsel: Eileen N. Shaffer, Esq. ATTORNEY AT LAW PO Box 1177 Jackson, MS 39215-1177 Tel: (601) 969-3006 E-mail: eshaffer@eshaffer-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gary Ogle as 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/4NKV47I/Alternative_Energy_Development-Copiah__mssbke-24-01125__0001.0.pdf?mcid=tGE4TAMA AMERICAN LEGION: Unsecureds Will Get 10% to 100% in Plan -------------------------------------------------------- American Legion Ambulance Association, Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Plan of Reorganization dated April 25, 2024. The Debtor, which started in 1945 as a volunteer organization, is an ambulance company in Salem County, New Jersey. Administrative expenses consisting of the Trustee's fees and costs and the fees and costs of the Debtor's counsel, as well as the administrative claim of the State of New Jersey, Department of Labor, will be paid over the first year after the effective date. The mortgage against the property located at 30 Broad Street, Elmer, New Jersey, will continue to be paid its regular monthly payment as it falls due. The arrears owed on the secured claim of Franklin Bank will be paid commencing the first month after the effective date. The priority claim of the State of New Jersey will be paid commencing the month after administrative claims and arrears on the secured claim of Franklin Bank have been paid in full. The priority claim of the IRS is an estimated claim, based on lack of filed tax returns. The Debtor will cause the returns to be filed as soon as possible. Once they have been filed and an amended Proof of Claim is filed by the IRS, the amended claim will be paid commencing the month after administrative claims and arrears on the secured claim of Franklin Bank have been paid in full. The Debtor proposes to pay general unsecured creditors between 10% to 100% of their claims, to be paid pro rata, commencing after administrative, secured, and priority claims have been paid in full. The amount of payment depends on whether the Debtor is successful in reducing the amount of the IRS priority claim and whether the County EMS tax is approved in 2025. The allowed unsecured claims total $277,494.72. The Plan will be funded from future income of the Debtor. The Debtor's financial projections show that the Debtor will have an aggregate annuall average cash flow, after paying operating expenses and post-confirmation taxes, of over $200,000. The final Plan payment is expected to be paid in 2028. A full-text copy of the Plan of Reorganization dated April 25, 2024 is available at https://urlcurt.com/u?l=JHPow6 from PacerMonitor.com at no charge. Attorneys for the Debtor: Carol L. Knowlton, Esq. GORSKI & KNOWLTON PC 311 Whitehorse Ave, Suite A Hamilton, NJ 08610 Tel: (609) 964-4000 Fax: (609) 528-0721 E-mail: cknowlton@gorskiknowlton.com About American Legion Ambulance Association American Legion Ambulance Association, Inc. is a non-profit company that provides emergency medical services in several municipalities in Salem County, N.J., along with non-emergency medical transportation. American Legion Ambulance Association sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-10714) on January 26, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Charles McSweeney, president of EMS Consulting Services, signed the petition. The Debtor is represented by Carol L. Knowlton, Esq., at Gorski & Knowlton, PC. AMERICAN TRANSPORT: Neema Varghese Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 11 appointed Neema Varghese of NV Consulting Services as Subchapter V trustee for American Transport Solutions, Inc. Ms. Varghese will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Varghese declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Neema T. Varghese NV Consulting Services 701 Potomac, Ste. 100 Naperville, IL 60565 Tel: (630) 697-4402 Email: nvarghese@nvconsultingservices.com About American Transport Solutions American Transport Solutions, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05849) on April 20, 2024, with $100,001 to $500,000 in assets and liabilities. Judge Donald R. Cassling presides over the case. Joel A. Schechter, Esq., at the Law Offices Of Joel Schechter represents the Debtor as legal counsel. AMERICAN TRANSPORTATION: Neema Varghese Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 11 appointed Neema Varghese of NV Consulting Services as Subchapter V trustee for American Transportation Systems, Inc. Ms. Varghese will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Varghese declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Neema T. Varghese NV Consulting Services 701 Potomac, Ste. 100 Naperville, IL 60565 Tel: (630) 697-4402 Email: nvarghese@nvconsultingservices.com About American Transportation Systems American Transportation Systems, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05850) on April 20, 2024, with $100,001 to $500,000 in assets and liabilities. Judge Donald R. Cassling presides over the case. Joel A. Schechter, Esq., at the Law Offices Of Joel Schechter represents the Debtor as legal counsel. AMNEAL PHARMACEUTICALS: S&P Alters Outlook to Pos, Affirms 'B' ICR ------------------------------------------------------------------ S&P Global Ratings revised the outlook to positive on Bridgewater, N.J-based generic and specialty pharmaceutical company Amneal Pharmaceuticals LLC. At the same time, S&P affirmed its 'B' issuer and issue-level ratings on the company. The recovery rating on the term loans remains '4', indicating its expectation for average (30%-50%) recovery in the event of a payment default. S&P said, "At the same time, we assigned our 'B' rating to Amneal Pharmaceuticals Inc. with a positive outlook. We plan to use this entity for the issuer rating going forward. "The positive outlook reflects our expectation that the company's debt to EBITDA will improve to and remain below 5x over the next 12 months. "We anticipate Amneal's S&P Global Ratings-adjusted leverage will remain below 5x. Amneal's leverage has been high since 2019, when competition on a few large products intensified and the company experienced launch delays with several large pipeline products. Since then, founders and brothers Chirag and Chintu Patel rejoined the company, operating results improved, and leverage has steadily declined. The company's S&P Global Ratings-adjusted leverage was 5.3x as of Dec. 31, 2023. The combination of revenue growth from product launches, the growth of its AvKARE business (a wholesaler and repackager), stable EBITDA margins, and recent debt repayments leads us to believe leverage will improve to and remain under 5x over the next 12 months. The company has also publicly communicated a goal of reducing net leverage below 4x in 2025 and under 3x thereafter. S&P Global Ratings calculates Amneal's debt-to-EBITDA ratio on a gross basis and our metric is typically about a half turn higher than the company's leverage calculation. "We expect Amneal's revenue will grow by over 10% in 2024 due to a solid pipeline of new product launches and improving generic price erosion trends. We expect the company's steady pipeline of new product launches (about 30 per year) will generate revenue growth and offset pricing pressure on mature generic products, although we expect pricing pressure to decline modestly from the prior year. The company has several growth opportunities, including its expanding portfolio of injectables, growth in biosimilars with three launched products, its specialty pipeline focused on neurology and endocrinology, and international expansion. We anticipate that the company will continue to launch new generic products that are more complex and reduce its exposure to oral solid products." The company has about 86 products that are pending abbreviated new drug applications--63% of which are non-oral solid products--and expects to launch 30 complex generics through 2025. Oral solid generics revenue concentration continues to decline and now accounts for 25% of total revenue. Furthermore, the company expects to launch one to two higher-margin biosimilar and specialty products each year to further diversify its portfolio. In addition, S&P expects around 20% growth from its AvKARE business, which sells generic drugs to hospital and U.S. government agencies. S&P said, "We expect the company's EBITDA margin will remain stable between 22%-23%. We anticipate margins will remain stable in 2024 compared to 2023. We predict the company's growth in complex generic products, the launch of its higher-margin specialty product (Ongentys), and continued shift to complex generic products will be offset by higher investment in research and development costs related to its specialty and biosimilar products and costs to support its launches. We believe complex generic products are generally more profitable than oral solids because they are harder to develop and manufacture, resulting in fewer competitors. At the same time, these products can also make earnings more volatile because they often experience delays in approval (EluRyng took longer than expected) or because of manufacturing issues (Epinephrin auto-injector supply). Still, overall, we believe margins will remain stable as the company grows in scale. "The positive outlook reflects our expectation that the company's revenue and EBITDA will continue to grow, and that leverage will decline and remain below 5x. "We could raise the rating on Amneal if the company demonstrates its commitment to keeping its S&P Global Ratings-adjusted debt to EBITDA below 5x over the next year. In this scenario, we would expect Amneal's publicly stated comments on leverage and capital allocation to support sustained lower leverage. "We could revise the outlook to stable if we expected S&P Global Ratings-adjusted debt to EBITDA to increase above 5x on a sustained basis. This could occur because of delays in product launches and an increase in generic pricing pressure. Furthermore, we could consider revising the outlook to stable if a change in financial policy results in leverage trending back above 5x. "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, Chirag and Chintu Patel. The assessment also reflects key man risk, related to the founders, extensive related-party transactions and the AvKARE transaction that took cash available to the credit group to fund an acquisition held outside of the credit group." ANYWHERE REAL: Moody's Cuts CFR to B2 & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Ratings downgraded Anywhere Real Estate Group LLC's corporate family rating to B2 from B1, probability of default rating to B2-PD from B1-PD, senior secured first lien bank credit facilities to Ba2 from Ba1, backed senior secured second lien notes to B1 from Ba3, and senior unsecured notes to Caa1 from B3. The speculative grade liquidity rating is unchanged at SGL-2. Following the rating downgrades, Moody's changed the outlook to stable from negative. The rating downgrades were driven by Moody's anticipation that Anywhere's financial leverage will remain elevated, interest coverage will be thin and free cash flow will remain well below $100 million a year, until a robust recovery in the US existing home sale market develops. Moody's expects only a mild US existing home sale market recovery in 2024, given still-high interest rates and the limited supply of new homes for sale. RATINGS RATIONALE The B2 CFR reflects Moody's expectations for debt to EBITDA to decline back below 7.0 times over the next 12 to 18 months, driven by cost reduction initiatives already in progress and a slow recovery in the US existing home sale market. All financial metrics cited reflect Moody's standard adjustments. Anywhere's financial performance, particularly revenue and profits, are strongly linked to fluctuations in average home sale prices and transaction volumes. Transaction numbers dipped by high teens percentage rates during 2023, but the pace of the decline greatly abated during the fiscal quarter ended 31 March 2024, leading Moody's to anticipate revenue for 2024 will grow modestly or remain flat. Average home sale prices remain near their post-pandemic peak, bolstering brokerage fees per transaction. While interest rates are still elevated and housing inventories in many markets are low, Moody's expects consumer interest and investment in housing will remain high, providing support for its anticipation of an eventual recovery once interest rates decline. However, the existing home sale market is also cyclical, so strong revenue, profit and free cash flow growth will require robust economic conditions, which may not remain in place once interest rates begin to decline. Anywhere's strong competitive position and investments in its brands and technology bolster its capability to attract and retain sales professionals amid market downturns, positioning the company well to benefit immediately once a recovery takes hold. The company's financial and operating strategies, emphasizing cash generation and cost management, further reinforce the expectation for a rapid recovery in debt leverage, interest coverage and other financial strength metrics once revenue returns to growth. The senior secured first lien bank credit facilities are rated Ba2, three notches above the B2 CFR, reflecting their priority position in the capital structure and first-loss absorption provided by the substantial amount of junior ranking debt and non-debt obligations. The debt is secured by a first-priority pledge of substantially all of the company's domestic assets (other than excluded entities and excluding accounts receivable pledged for the securitization of the facility) and 65% of the stock of certain foreign subsidiaries. The senior secured second lien notes are rated B1, one notch above the B2 CFR, reflecting its junior position with respect to the first lien claims and priority position in the capital structure and first-loss absorption provided by the unsecured claims. The debt is secured by a second-priority pledge of substantially all of the company's domestic assets and 65% of the stock of certain foreign subsidiaries. A decrease in the proportion of secured to unsecured claims could result in an upgrade of the B1 second lien rating. The senior unsecured notes are rated Caa1, two notches below the B2 CFR, reflecting their effective subordination to all the secured debt. The senior notes are guaranteed by substantially all of the company's domestic subsidiaries. The unrated 0.25% exchangeable notes due June 2026 are ranked pari passu with Anywhere's rated unsecured notes in Moody's hierarchy of claims at default. A decrease in the proportion of secured to unsecured claims could result in an upgrade of the Caa1 unsecured rating. The SGL-2 speculative grade liquidity rating reflects Anywhere's good liquidity profile. As of March 31, 2024, Anywhere had a cash balance of over $100 million. Moody's anticipates some free cash flow in 2024, but not enough to cover its required debt repayment and pending legal and tax settlements. Liquidity is bolstered by the company's large revolver. As of March 31, 2024, there was $660 million available under the company's $1.1 billion revolving credit facility. The outstanding $202 million term loan A matures in February 2025, with amortization of around $20 million expected in the next twelve months. Anywhere's cash flow is seasonal, with negative cash flow typically in the first fiscal quarter. Given the preponderance of unsecured debt in Anywhere's debt capital structure, Moody's expects Anywhere will maintain a comfortable margin below the maximum senior secured net debt to EBITDA (as defined in the facility agreement) financial maintenance covenant applicable to the secured first lien credit facilities. The company's long debt maturity profile, characterized by low, fixed interest rates, ensures balance sheet stability until market conditions improve. The stable outlook reflects Moody's anticipation that Anywhere's revenue and profit rates will improve as the existing home sale market recovers, driving debt to EBITDA to fall below 7.0 times, EBITA to interest expense above 1.0 time and some free cash flow over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's expects Anywhere will sustain through market cycles: 1) debt to EBITDA below 5.5 times, 2) EBITA to interest expense around 1.5 times, 3) free cash flow to debt of at least 5%, 4) very good liquidity and 5) balanced financial strategies, including an emphasis upon repaying debt and extending its debt maturity profile. The ratings could be downgraded if Moody's anticipates: 1) debt to EBITDA to remain above 6.5 times, 2) EBITA to interest expense will remain below 1.0 time; 3) diminished liquidity, or 4) aggressive financial strategies featuring large, debt-financed acquisitions or shareholder returns. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Based in Madison, NJ, Anywhere Real Estate Inc (NYSE: HOUS) provides franchise and brokerage operations as well as national title, settlement, and relocation companies and nationally scaled mortgage origination and underwriting joint ventures. Anywhere's brand portfolio includes Better Homes and Gardens(R) Real Estate, CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), Corcoran(R), ERA(R), and Sotheby's International Realty(R). Moody's expects 2024 revenue of over $5.5 billion. APEX TOOL: Moody's Rates New First Lien Revolver Loan 'B2' ---------------------------------------------------------- Moody's Ratings assigned a B2 rating to Apex Tool Group, LLC.'s newly issued senior secured first lien revolving credit facility. The new senior secured revolver will replace the existing senior secured first lien revolving credit facility expiring February 2027. The new revolver is positioned pari passu with the delayed draw term loan (DDTL) but is senior to other existing debt, including senior secured first lien term loan A, senior secured first lien term loan B and the existing first lien and the second lien term loans that remained after the debt restructuring in March 2024. The new revolver also effectively extends the maturity of the previous revolver for two years to February 2029 from February 2027. The company's Caa2 corporate family rating, Caa2-PD probability of default rating and other instrument ratings remain unchanged. The rating outlook remains negative. "The B2 facility rating on the new revolver reflects its priority in payment at the same level as the DDTL and ahead of the other debt in Apex's capital structure in the event of default," said Motoki Yanase, VP - Senior Credit Officer at Moody's. "The transaction is leverage neutral and does not affect Apex's key credit metrics. The extended revolver maturity is credit positive," added Yanase. RATINGS RATIONALE Apex Tool's Caa2 CFR reflects its credit strengths, including geographic diversification of its business, diverse end-market industries and popular product brands. The rating also takes into consideration Apex's improved liquidity with the DDTL and an option to elect pay-in-kind (PIK) interest for the new loans after the debt restructuring in March 2024. These credit strengths are counterbalanced with Apex Tool's credit weaknesses, including Moody's expectation of limited cash flow generation, reflecting only gradual sales recovery with weak sales through retail channels for private label products. Moody's expects Apex's funds from operations to remain negative over the next 12-18 months. Despite the debt restructuring, which reduced over $140 million in total debt and improved liquidity, lack of cash flow generation will constrain the company's ability to pay down debt and keep its leverage high at over 9x debt/EBITDA for the next 12-18 months. Moody's expects Apex to have weak liquidity over the next 12-18 months. This is driven by the company's weak internal cash flow sources led by the negative free cash flow Moody's expects during the period, partly counterbalanced with improved external liquidity sources with the DDTL expiring in 2028 and the revolving credit facility maturing in 2029. The negative outlook reflects Apex's high leverage, modest recovery in profits, and negative funds from operation over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's could upgrade the ratings if Apex meaningfully recovers its profit and attains a more sustainable capital structure. Moody's also expects the company to maintain at least adequate liquidity before considering an upgrade. Moody's could further downgrade the ratings if Apex fails to improve its sales and cash flow generation. A deterioration in its liquidity, increased likelihood of another debt restructuring, and an expectation of weaker recovery in the event of default could also lead to a downgrade. The principal methodology used in this rating was Manufacturing published in September 2021. Apex Tool Group, LLC., headquartered in Charlotte, North Carolina, is a global manufacturer of hand and power tools for industrial, commercial, and retail customers. Bain Capital Partners, LLC, through its affiliates, is the owner of Apex. The company recorded about $1.4 billion of revenues for 2023. ASSETS HOLDING: Sylvia Mayer Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 7 appointed Sylvia Mayer, Esq., at S. Mayer Law, PLLC as Subchapter V trustee for Assets Holding Partnership, LTD. Ms. Mayer will be paid an hourly fee of $450 for her services as Subchapter V trustee and an hourly fee of $195 for paralegal services. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Sylvia Mayer, Esq. S. Mayer Law, PLLC P.O. Box 6542 Houston, TX 77265 Telephone: (713) 893-0339 Facsimile: (713) 661-3738 Email: smayer@smayerlaw.com About Assets Holding Partnership Assets Holding Partnership, LTD., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-31741) on April 18, 2024, with $100,001 to $500,000 in assets and liabilities. Judge Eduardo V. Rodriguez presides over the case. Reese W. Baker at Baker & Associates represents the Debtor as legal counsel. ASTRA ACQUISITION: Fitch Upgrades IDR to CCC-, On Watch Neg. ------------------------------------------------------------ Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of Astra Acquisition Corp. and its subsidiary, Astra Intermediate Holding Corp. (collectively referred to as Astra and dba Anthology), to 'RD' (Restricted Default) from 'CCC'. This action follows the company's execution of a series of transactions including the replacement of its $140 million secured revolver due 2026 with a new superpriority first out revolver due 2028. In addition, the company has a $270 million superpriority first out new money term loan, and nearly 100% of the previously existing first lien term loan was exchanged for Tranche A and Tranche B term loans. Fitch views the executed exchange of the first lien term loan as a distressed debt exchange (DDE) because it weakened the lien priority to become junior to superpriority first out debt and the exchange required participating lenders to consent to amendments that materially impair the position of nonparticipating lenders. Fitch believes Astra has taken these actions to avoid an eventual probable default. Subsequently, Fitch has upgraded the IDRs to 'CCC-' and placed the ratings on Rating Watch Negative (RWN), reflecting the outstanding offer to exchange the second lien term loan. Fitch expects to resolve the RWN on the IDRs when the second lien debt exchange has been completed. If Fitch determines that the second lien debt exchange meets its definition of a DDE, Fitch would expect to downgrade the IDR to 'RD' and then rate the company based on the new capital structure. Fitch does not rate the new first-lien first out revolver, the first lien first out new money term loan, Tranche A term loan (all superpriority first out debt), the Tranche B term loan or the second lien term loan. Up to $300 million of that can be uptiered to Tranche C, which is also not rated. Fitch has withdrawn the 'CCC+'/'RR3' rating for the previously existing first-lien revolver since it has been extinguished. Fitch has also withdrawn the 'CCC+'/'RR3 rating for the previously existing first-lien term loan since a de minimis amount remains outstanding. KEY RATING DRIVERS DDE Executed: Fitch regards Astra's first lien term loan exchange as a DDE as these were steps the company has taken to address its financial liabilities. The current debt is structured with superpriority first out debt, superpriority debt, and below that is the Tranche C term loan followed by the second lien term loan. A de minimis amount of previously existing first lien term loan remains outstanding. Additional Debt Exchange Offered: Astra's next step to reduce its financial liabilities is the pending tender offer to exchange up to $300 million of the $500 million of the second lien term loan, which can be uptiered to Tranche C. The timing for this to be completed is yet to be determined. New Debt: The new superpriority revolver matures in February 2028 whereas the prior revolver commitment extended until October 2026. The new money term loan and Tranche A term loan are superpriority first out instruments that mature in February 2028, and Tranche B matures in October 2028. The previously existing term loan also matured in October 2028. Up to $300 million of the 2L term loan can be uptiered to Tranche C first lien debt, and the maturity date for those instruments remains October 2029. Improved Liquidity: With the $270 million new money term loan and the new $140 million revolver, the company's liquidity has improved. Astra's ability to draw on the prior revolver was restricted due to the previous financial covenant. The new credit agreement has one financial covenant, which does not permit Consolidated First-Out First Lien Net Leverage (as defined by the credit agreement) to exceed 8.0x. However, the lenders have the ability to amend, waive or change this and they can waive any default or event of default. As such, Fitch does not view this covenant as restrictive. Weak Performance: Astra's FY23 pro forma revenues (after adjusting for the divestitures in 4QFY22 and 1QFY23) were flat to slightly down, which was lower than Fitch's expectations of very low single-digit growth. Total revenues fell just over 10% in 1HFY24 versus 1HFY23 and when accounting for 1HFY23 divestures, they were down 7%. EBITDA margins were in the mid-teens versus Fitch's expectation of results in the upper-teens. The competitive intensity for the industry has been increasing as other players with stronger financial flexibility have increased their customer base and grown revenues. Negative FCF: Astra's FY23 actual results for FCF were negative $151, which was much greater than Fitch's previous forecast for negative FCF. In the first half of FY24, FCF was negative $69 million and over the forecast horizon, Fitch continues to project negative FCF. The company's improved liquidity position should help to offset this in the near term. Unsustainable Leverage: With proceeds from asset sales in 4QFY23 and 1QFY23, the company reduced its total debt by about $400 million. However, with weak EBITDA, Fitch calculates that leverage was 16x at the end of FY23 and prospects for significant leverage reduction appear limited. Interest coverage is forecasted by Fitch to remain under 1.0x over the rating horizon. If management can successfully enhance EBITDA margins as it plans, Astra's credit metrics could be better than Fitch's projections. Retention Rates Below Historical Levels: For fiscal 2023, Astra's net retention rate improved to 86% versus 83% in the prior year. Management indicated that on a pro forma basis, it is expected to be 90% once delayed contracts were signed for renewal and when 1QFY24 results were released, gross retention was 87% for the TTM. These rates are lower than historical levels. Astra's gross retention rate was 94% and net retention was 97% in FY21, while Blackboard's gross retention rate was 95%, and its net retention rate was 104% during the same period. Competitive LMS Environment: Astra's largest segment is its Learning Management Systems (LMS) where there is strong competition, including Canvas, which is owned by Instructure (NYSE: INST; BB-/Stable) and Brightspace, owned by D2L Inc. (TSE: DTOL; not rated). The most recent quarterly results from INST and DTOL show strong revenue growth, whereas Astra showed a decline (on a pro forma basis adjusted for the sale of assets). Ownership Expected to Limit Deleveraging: Astra is majority owned by private equity firm Veritas Capital. Fitch believes private equity ownership has kept the company focused on optimizing ROE versus leverage reduction. DERIVATION SUMMARY Astra's rating of 'CCC-' reflects the heightened probability of a downgrade to 'RD' given the pending DDE. Assuming the final DDE is executed, the company would still have high leverage and negative FCF. Astra's ratings are supported by high, albeit declining, recurring revenues, a strong product portfolio and technology platform, as well as its market position in the LMS space. The rating also reflects its smaller scale relative to the larger and more diversified education software peers, such as Ellucian (not rated), Oracle (ORCL; BBB/Stable), and Workday (not rated). The ratings are also constrained by the company's significant leverage when compared to similarly sized Instructure Holdings, Inc. (INST; BB-/Stable), a direct competitor that has been gaining market share in the LMS space. Astra's 'CCC-' rating is one notch below GoTo Group Inc. (GoTo; 'CCC+'), which recently went through a DDE, and Astra is also one notch below QBS Parent (QBS; 'CCC+'). QBS's rating reflects its potential liquidity issues and near-term debt maturities. Like other private equity owned entities, Astra's ownership structure is designed to optimize ROE, limiting the prospect for accelerated deleveraging. Fitch rates the IDRs of Astra Intermediate Holding Corp. and its wholly-owned subsidiary, Astra Acquisition Corp., on a consolidated basis, using the weak parent/strong subsidiary approach and open access and control factors, based on the entities operating as a single enterprise with strong legal and operational ties. KEY ASSUMPTIONS - In fiscal 2024, Fitch assumes modest revenue declines followed by more revenue stability in the years that follow; - EBITDA margins expand in the forecast years as a result of significant cost optimization; - FCF remains negative over the forecast horizon; - No assumptions are made for acquisitions or dividends. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive rating action is unlikely until after the successful execution of the second lien debt exchange. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch would lower the IDR to 'RD' after the second lien debt is exchanged if Fitch determines that it meets the definition of a DDE under its Corporate Rating Criteria. LIQUIDITY AND DEBT STRUCTURE Improved Liquidity: Fitch views Astra's liquidity as improved with the new revolver. With the debt exchange and new money term loan, the company projected it would have $116 million of cash on the balance sheet and full access to its $140 million revolver. Fitch expects Astra to continue to generate negative FCF, but the improved liquidity should help offset this over the next several quarters. ISSUER PROFILE Astra Acquisition Corp. (dba Anthology) is a provider of cloud-based software solutions for higher educational institutions. Its primary software solutions are LMS and it offers other products such as student information systems (SIS) and customer relationship management (CRM) software. ESG CONSIDERATIONS Astra has an ESG Relevance Score of '4' for Management Strategy due to the company's revenues declines on a pro forma basis and ongoing negative FCF, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Astra Acquisition Corporation LT IDR RD Downgrade CCC LT IDR CCC- Upgrade RD senior secured LT WD Withdrawn CCC+ Astra Intermediate Holding Corp. LT IDR RD Downgrade CCC LT IDR CCC- Upgrade RD ATLANTIC HILLS: Plan Exclusivity Period Extended to July 15 ----------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended Atlantic Hills, LLC, and its affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to July 15 and September 13, 2024, respectively. As shared by Troubled Company Reporter, the Debtors assert that due to the time expended in localizing the operations into one location, and assembling the golf carts and other inventory into that one location, the Debtors have not been able to address the terms of a Plan of Reorganization. The Debtors further assert that there is a sizeable Florida Department of Revenue claim that was filed in the Superior Golf case, in the total amount of $164,300.02. Further, in the Superior Power case, the Florida Department of Revenue filed a claim in the amount of $24,971.35. Both of these claims were filed as priority claims. The current management of the Debtors have been in discussions with the Florida Department of Revenue, in order to better understand the basis for these claims, as they appear to have arisen when Hughley was controlling the operations. Further, the Internal Revenue Service has filed claims in all three of the Debtors' cases. A review of those claims, which combined add up to over $38,000.00, relate to the failure to timely file tax returns. Again, this appears to have occurred while Hughley was in control of the Debtors' operations. The Debtors believe that in order to properly analyze the extent of the creditor body, and to formulate a plan of reorganization, it is important for the issues surrounding the government claims to be resolved. Attorneys for the Debtors: Brian S. Behar, Esq. BEHAR, GUTT & GLAZER, P.A. DCOTA, Suite A-350 1855 Griffin Road Ft. Lauderdale, FL 33180 Tel: (305) 931-3771 Fax: (305) 931-3774 About Atlantic Hills Atlantic Hills, LLC filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-17432) on Sept. 15, 2023, with up to $50,000 in assets and $50,001 to $100,000 in liabilities. Judge Erik P. Kimball oversees the case. Brian S. Behar, Esq., at Behar, Gutt & Glazer, P.A. is the Debtor's legal counsel. AVENUE THERAPEUTICS: Raises $4.4 Million Through Warrant Exercise ----------------------------------------------------------------- Avenue Therapeutics, Inc. disclosed that on April 28, 2024, the Company entered into definitive agreements for the immediate exercise of certain outstanding warrants to purchase an aggregate of 689,680 shares of the Company's common stock. The exercised warrants are comprised of warrants to purchase shares of common stock originally issued by Avenue on October 11, 2022, each having an exercise price of $116.25 per share, Series A and Series B warrants to purchase shares of common stock originally issued by Avenue on November 2, 2023, each having an exercise price of $22.545 per share, and warrants to purchase shares of common stock originally issued by Avenue on January 9, 2024, each having an exercise price of $22.545 per share. The warrant holders agreed to exercise these warrants for cash at a reduced exercise price of $6.20 per share. The shares of common stock issuable upon exercise of the warrants are registered pursuant to effective registration statements on Form S-1 (File Nos. 333-267206 and 333-274562) and Form S-3 (No. 333-276671). The gross proceeds to Avenue from the exercise of the warrants are expected to be approximately $4.4 million, prior to deducting placement agent fees and offering expenses. The closing of the warrant exercise transaction was expected to occur May 1, 2024, subject to satisfaction of customary closing conditions. H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering. In consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered Series C warrants to purchase up to 689,680 shares of common stock and new unregistered Series D warrants to purchase up to 689,680 shares of common stock for a payment of $0.125 per new warrant. The new Series C and Series D warrants will have an exercise price of $6.20 per share. The new Series C warrants will be exercisable immediately upon issuance for a period of five years from the date of issuance and the Series D warrants will be exercisable immediately upon issuance for a period of 18 months from the date of issuance. The new warrants were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. Avenue has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issuable upon exercise of the new warrants. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission, containing further information, is available at https://tinyurl.com/mwax9wf8 About Avenue Therapeutics, Inc. Avenue Therapeutics, Inc. is a specialty pharmaceutical company focused on the development and commercialization of therapies for the treatment of neurologic diseases. KPMG LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 18, 2024, citing that the Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future that raise substantial doubt about its ability to continue as a going concern. BARNES & NOBLE: Daniel Tisch Cuts Equity Stake to 0.3% ------------------------------------------------------ Daniel R. Tisch disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of May 6, 2024, he ceased to hold more than 5% ownership of Barnes & Noble Education, Inc. equity. Currently, Mr. Tisch beneficially owns 170,000 shares of Barnes & Noble's common stock, representing 0.3% of the shares outstanding. Daniel R. Tisch may be reached at: Daniel R. Tisch 460 Park Avenue New York, N.Y. 10022 A full-text copy of Daniel R. Tisch's Report is available at https://tinyurl.com/mrat37aj About Barnes & Noble Education Basking Ridge, New Jersey-based Barnes & Noble Education, Inc. ("BNED") is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. It is one of the largest textbook wholesalers, inventory management hardware and software providers that operates 1,289 physical, virtual, and custom bookstores and serve more than 5.8 million students, delivering essential educational content, tools and general merchandise within dynamic omnichannel retail environment. The Company disclosed in its Quarterly Report on Form 10-Q for the quarterly period ended January 27, 2024, that its losses and projected cash needs, combined with its current liquidity levels and the maturity of its Credit Facility, which becomes due on December 28, 2024, raise substantial doubt about its ability to continue as a going concern. BBCK ONE HOLDING: Scott Rever of Genova Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 appointed Scott S. Rever, Esq., at Genova Burns, LLC as Subchapter V trustee for BBCK One Holding Corp. Mr. Rever will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Rever declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Scott S. Rever, Esq. Genova Burns LLC 110 Allen Rd., Suite 304, Basking Ridge, NJ 07920 Telephone: (973) 387-7801 Email: Rever@genovaburns.com About BBCK One Holding BBCK One Holding Corp., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-13913) on April 17, 2024, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. John Cancelliere, president, signed the petition. Anthony Sodono, III, Esq. at MCMANIMON, SCOTLAND & BAUMANN, LLC represents the Debtor as legal counsel. BELLAH SERVICES: Continued Operations to Fund Plan -------------------------------------------------- Bellah Services, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a Plan of Reorganization dated April 29, 2024. The Debtor operates a commercial window cleaning business. The filing of this bankruptcy case was precipitated by certain accounting errors relative to the payment its sales tax obligations. The Plan provides for a distribution to Creditors in accordance with the terms of the Plan from the Debtor over the course of 5 years from the Debtor's continued business operations. Class 3 consists of non-priority unsecured Claims. Class 3 consists of Allowed Claims against Debtor (including Claims arising from the rejection of executory contracts and/or unexpired leases) other than: (i) Administrative Claims; (ii) Priority Tax Claims; or (iii) Claims included within any other Class designated in this Plan. Class 3 shall be deemed to include those Creditor(s) holding an alleged Secured Claim against Debtor, for which: (y) no collateral exists to secure the alleged Secured Claim; and/or (z) liens, security interests, or other encumbrances that are senior in priority to the alleged Secured Claim exceed the fair market value of the collateral securing such alleged Secured Claims as of the Petition Date. Each holder of an Allowed Unsecured Claim in Class 3 shall be paid by Reorganized Debtor from an unsecured creditor pool, which pool shall be funded at the rate of $740 per month. Payments from the unsecured creditor pool shall be paid quarterly, for a period not to exceed 4 ½ years (18 quarterly payments) and the first quarterly payment will be due on the 20th day of the seventh full calendar month after the Effective Date. The Debtor estimates the aggregate of all Allowed Class 3 Claims is approximately $40,000 based upon Debtor's review of the Court's claim register, Debtor's bankruptcy schedules, and anticipated Claim objections. Class 4 consists of the holders of Allowed Interests in the Debtor. The holder of an Allowed Class 4 Interest shall retain their interests in the Reorganized Debtor. A full-text copy of the Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=RSp0l9 from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 Telephone: (972) 578-1400 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Bellah Services Bellah Services, Inc. operates a commercial window cleaning business. The Debor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40284) on Jan 26, 2024. In the petition signed by Isaiah Bellah, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Edward L. Morris oversees the case. DeMarco Mitchell, PLLC serves as the Debtor's counsel. BRENTWOOD SKIN: Glen Watson Named Subchapter V Trustee ------------------------------------------------------ The Acting U.S. Trustee for Region 8 appointed Glen Watson, Esq., at Watson Law Group, PLLC as Subchapter V trustee for Brentwood Skin Clinic, PLLC. Mr. Watson will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Watson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Glen Watson, Esq., Watson Law Group, PLLC 1114 17th Av. S., Suite 201 P.O. Box 121950 Nashville, TN 37212 Telephone: (615) 823-4680 Email: glen@watsonpllc.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. BROADSTREET PARTNERS: Moody's Affirms 'B3' CFR, Outlook Stable -------------------------------------------------------------- Moody's Ratings has affirmed the B3 corporate family rating and B3-PD probability of default rating of BroadStreet Partners, Inc. following the company's announcement that it is refinancing its senior secured credit facilities. Moody's assigned B2 ratings to BroadStreet's proposed new $3.5 billion seven-year senior secured term loan and its new $650 million five-year senior secured revolving credit facility. The rating agency also affirmed the B2 ratings on BroadStreet's existing senior secured credit facilities and the Caa2 rating on its senior unsecured notes. BroadStreet will use proceeds from the new term loan to repay existing term loan and revolver borrowings and to pay related fees and expenses. When the transaction closes, Moody's will withdraw the ratings from the existing term loans and revolvers. The rating outlook for BroadStreet is stable. RATINGS RATIONALE Moody's said the affirmation of BroadStreet's corporate family rating reflects the company's steady expansion in middle market insurance brokerage through a combination of acquisitions and organic growth, its diversification across clients and carriers, and its good EBITDA margins. BroadStreet's co-ownership model of acquiring majority interests in large core agencies and allowing these agencies to operate autonomously differentiates it from other privately held rated brokers. BroadStreet advances a portion of the proceeds from its external credit facilities to core agencies through intercompany loans, helping the agencies fund small tuck-in acquisitions. This makes BroadStreet a senior creditor to the core agencies, so it receives regular debt service payments on the intercompany loans that rank ahead of dividends paid to the agencies' minority owners. BroadStreet's majority owner, Ontario Teachers' Pension Plan has provided additional equity support as needed to help fund BroadStreet's growth strategy. BroadStreet's strengths are tempered by its high financial leverage and low interest coverage, the complexity of its majority/minority ownership structure across many core agencies, its sizable dividends to noncontrolling interests, and its exposure to errors and omissions, a risk inherent in professional services. Moody's estimates that BroadStreet's pro forma debt-to-EBITDA ratio will remain above 7.5x after the refinancing, with (EBITDA - capex) interest coverage in the low-single-digits and a weak free-cash-flow-to-debt ratio given integration costs associated with recent acquisitions. These metrics incorporate Moody's adjustments for operating leases, contingent earnout obligations, certain unusual/non-recurring items, and run-rate EBITDA from acquisitions. The rating agency expects BroadStreet to reduce its financial leverage below 7.5x in the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a rating upgrade include: (i) debt-to-EBITDA ratio below 6.5x, (ii) (EBITDA – capex) coverage of interest exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding 5%, and (iv) successful integration of acquisitions. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio remaining above 7.5x, (ii) (EBITDA – capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in February 2024. Headquartered in Columbus, Ohio, BroadStreet Partners, Inc. offers commercial and personal property & casualty insurance and employee benefits products to small and midsize businesses in the US and Canada. BroadStreet ranked among the 15 largest US insurance brokers based on 2022 revenue, according to Business Insurance. The company generated total revenue of $1.7 billion in 2023. BROOKFIELD RESIDENTIAL: S&P Affirms 'B' Issuer Credit Rating ------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative on Brookfield Residential Properties ULC (BRP). At the same time, S&P affirmed all ratings, including its 'B' issuer credit rating. The stable outlook reflects S&P's expectation that sustained land sale activity, steady demand in home sales, and improved margins will support BRP's free operating cash flow and EBITDA interest coverage ratios that are sufficient to meet its ongoing debt obligations, as well as maintain adequate liquidity and debt leverage comfortably below 8x. S&P said, "The outlook revision to stable reflects our expectation that BRP's debt leverage will remain appropriate and liquidity will remain adequate for the rating. Following a better-than-expected fiscal 2023 with EBITDA margins reaching 17.1%, we forecast home closings will increase 5%-10% and net new orders will increase approximately 15% in 2024. We believe BRP will maintain metrics commensurate for its rating over the next 12 months. The company has navigated affordability challenges and elevated interest rates while reducing its overall debt balance in 2023. Although BRP's margins decreased year over year, we believe they have returned to normalized levels for the industry and can be sustained in the next few years. "Going forward, we expect BRP to continue to focus on cash flow management while improving its home building and land sale prospects, which we believe will lead to positive free operating cash flow generation. Given the expected improved revenue growth, we anticipate credit metrics of S&P Global Ratings-adjusted leverage to remain comfortably at our stable outlook over the next 12-24 months. We also assume the company will continue to make dividend payments to parent Brookfield Corp. that are not overly detrimental to our leverage metrics. "We continue to monitor BRP's large opportunistic industrial parcel sale in Southern California and renegotiations of its $675 million unsecured revolving credit facility maturing 2025. Due to the uncertain timing of land sales in California, we do factor a sale into our projections, yet note that even without the projected opportunistic sale, its debt leverage metrics would still warrant a revision in our outlook to stable. Still, demand prospects remain high in California, and the sale, which is projected to close in late 2024, would temporarily improve BRP's S&P Global Ratings-adjusted debt to EBITDA before returning to historical operating leverage in 2025. "Additionally, BRP's revolving credit facility will mature in August 2025. As it becomes current, we will no longer consider its availability in our liquidity assessment, which could affect the rating. We do believe the company will be able to amend and extend its unsecured revolving credit facility successfully as it has done in the past. "We expect BRP's ongoing growth in its orders for homes and resilient market fundamentals will normalize its debt leverage to comfortably below 8x over the next 12 months. Additionally, our higher forecasted profits will also likely lift its S&P Global Ratings-adjusted EBITDA to interest coverage levels to above 2x over the same time period." S&P could lower its rating on Brookfield Residential to 'B-' if: -- Debt to EBITDA reaches 8x due to cash flows from housing operations and mixed-use projects falling short of expectations through 2025, or large distributions to its parent Brookfield Corp. continue above S&P's expectations; -- Its size and scale underperform peers and return on capital fails to meet its debt costs; or -- S&P's view of its strategic importance to Brookfield Corp. materially diminishes such that it reassess its group status. S&P could raise its ratings on BRP if: -- Continued profits from land sales and homebuilding gross margins significantly outperform our expectations, such that we feel the profitability is more in line with higher-rated peers, or -- The company's future earnings result in debt to EBITDA toward 6x and EBITDA interest coverage above 2x on a sustained basis. CANO HEALTH: 2nd Amendment to Joint Chapter 11 Plan Filed --------------------------------------------------------- Cano Health, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on May 6, 2024, the Company and certain of its direct and indirect subsidiaries filed a Second Amended Joint Chapter 11 Plan of Reorganization and a related proposed Disclosure Statement with the Bankruptcy Court. The Debtors on March 22, 2024, originally filed a proposed Joint Chapter 11 Plan of Reorganization and a related proposed Disclosure Statement. On April 22, 2024, the Debtors filed an Amended Joint Chapter 11 Plan and a related proposed Disclosure Statement with the Bankruptcy Court. The Second Amended Plan and the related Disclosure Statement describe, among other things, the restructuring of the Debtors; 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. A summary of the key terms of the restructuring transactions as contemplated by the Plan and the Restructuring Support Agreement: -- The reorganization and substantial deleveraging of the Debtors' business pursuant to either a Reorganization Transaction or a Whole-Co Sale Transaction (in each case subject to the consent of the Requisite Consenting Creditors); -- Either (i) conversion of approximately $933 million in principal amount of secured debt into a combination of takeback debt and 100% of the New Equity Interests or (ii) payment of the secured debt claims with the proceeds of a Whole-Co Sale Transaction after all DIP Claims have been paid in full; -- $150 million in new senior, super priority DIP term loans, which will convert into, or be replaced by, an exit facility at emergence (or be paid in full in cash in the event of a Whole-Co Transaction); -- Raising of a new money superpriority revolving credit facility for up to $75 million on terms acceptable to the Requisite Consenting Creditors to further supplement the Debtors' liquidity post-emergence in the event of a Reorganization Transaction; -- Assumption of executory contracts of continuing trade contract counterparties and payment in full of Allowed Cure Amounts subject to the reasonable consent of the Requisite Consenting Lenders; -- Either (i) in the event of a Reorganization Transaction, pro rata distributions to holders of allowed General Unsecured Claims of (a) warrants to purchase up to 5% of the New Equity Interests, (b) approximately $5.5 million in net proceeds from the liquidation of certain shares in MSP Recovery, Inc. held by the Debtors as of the Petition Date, and (c) proceeds of certain causes of action against certain of the Debtors' former officers and directors to be assigned to a trust for the benefit of General Unsecured Creditors or (ii) in the event of a Whole-Co Sale Transaction, pro-rata distribution of the proceeds of a Whole-Co Sale Transaction after all DIP Claims and First Lien Claims have been paid in full; and -- Prompt emergence from Chapter 11 pursuant to the milestones set forth in the Restructuring Term Sheet included in the RSA (as modified by the DIP Orders). Under the Amended Plan, holders of $974 million in Allowed First Lien Claims are projected to recoup roughly 48.1% of their Allowed Claims. Holders of $900 million in Allowed General Unsecured Claims are projected to recoup roughly 1.5% of their Allowed Claims. 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. A full-text copy of the Second Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and its Affiliated Debtors, dated May 6, 2024 is available at https://tinyurl.com/3ahsm9xs 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. CE INTERMEDIATE I: Moody's Affirms 'B3' CFR, Outlook Stable ----------------------------------------------------------- Moody's Ratings affirmed CE Intermediate I, LLC's (CEH, or CE Intermediate) B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 ratings on the company's senior secured first lien credit facility. The outlook is stable. The ratings affirmation follows CEH's issuance of $85 million in incremental first lien term loan which will be used for general corporate purposes, including financing acquisitions. Moody's projects pro forma debt/EBITDA (Moody's adjusted) to increase to around mid 5x from mid 4x (LTM December 2023). Moody's also expects leverage to decrease below 5.0x by year end 2024, driven by organic revenue and EBITDA growth as the company benefits from increased cross-selling opportunities and new customer wins. RATINGS RATIONALE The B3 CFR reflects CEH's small operating scall, high leverage and the company's highly acquisitive growth strategy. Since 2016, CEH has grown very quickly through acquisitions by completing 19 transactions which were partially funded through incremental debt and cash from the balance sheet. Debt funded acquisitions remain an integral part of CEH's growth strategy. Moody's expects that CEH will continue to be a consolidator, increasing the risk of periodic leveraging. At the same time, the rating considers CEH's competitive position in underpenetrated target markets. The potential to cross-sell payments processing services in the installed base represents a large incremental growth opportunity. CEH's front-and back-office software products and integrated payments services, where applicable, result in high stickiness of its offerings that is evidenced in their high renewal rates. Moody's views CEH's liquidity as adequate driven by pro forma cash balance of approximately $17 million as of December 2023 and Moody's expectation of free cash flow to debt in the high single digit over the next 12 to 18 months. The company's liquidity profile is constrained by a $25 million draw on revolving credit expiring in November 2026. Moody's expects the company to further utilize the revolver for future acquisitions. The borrowings under the revolver are subject to a total net first lien leverage ratio test of 8.6x, if utilization exceeds 40%. Moody's expect the company to be in compliance with the covenant over the next 12 to 18 months. The company does not have maintenance covenants for term loans, due in November 2028. The stable outlook reflects Moody's expectation that CEH will maintain adequate liquidity and generate free cash flow to debt in the high single digit percentage range over the next 12 to 18 months. Moody's expects CEH to generate double digit revenue growth which is expected to result in total debt to EBITDA (Moody's adjusted) declining below 5.0x over the outlook period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade CEH's ratings over time if the company generates strong revenue and operating cash flow growth and establishes a track record of balanced financial policies with an expectation that financial leverage will remain below 5.0x for a sustained period of time. The ratings could be downgraded if revenue growth materially stalls, free cash flow turns negative, liquidity weakens, or financial leverage exceeds 6.5x. Clubessential Holdings, LLC, through its subsidiaries provides software as a service and payments processing services to member-based organizations such as country clubs, golf courses, fitness studios and gyms, government-operated parks and recreation facilities. The company is currently majority owned by affiliates of Battery Ventures. The principal methodology used in these ratings was Software published in June 2022. CELL-NIQUE CORP: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Cell-Nique Corporation 22 Hamilton Way Castleton NY 12033 Business Description: The Debtor is a wholesaler of groceries and related products. Chapter 11 Petition Date: May 9, 2024 Court: United States Bankruptcy Court Northern District of New York Case No.: 24-10508 Debtor's Counsel: Peter A. Pastore, Esq. O'CONNELL & ARONOWITZ, P.C. 54 State Street, 9th FL Albany, NY 12207 Tel: 518-462-5601 Email: PaPastore@oalaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Dan Ratner as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LIQMYHA/Cell-Nique_Corporation__nynbke-24-10508__0001.0.pdf?mcid=tGE4TAMA CHARTER COMMUNICATIONS: Moody's Rates New Sr. Secured Notes 'Ba1' ----------------------------------------------------------------- Moody's Ratings assigned a Ba1 rating to new backed senior secured notes to be issued at Charter Communications, Inc.'s (Charter or the Company) wholly owned subsidiaries Charter Communications Operating, LLC (CCO or the company) and co-borrowed by Charter Communications Operating Capital Corp. Charter's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and all instrument ratings are unaffected by the proposed transaction. The negative outlook and SGL-2 Speculative Grade Liquidity are unchanged. Moody's expects Charter to use the net proceeds from this offering for general corporate purposes, including to repay certain indebtedness, to fund the Concurrent Tender Offer, and to fund potential buybacks of Class A common stock of Charter and common units of Charter Communications Holdings, LLC and to pay related fees and expenses. The refinancing will improve the maturity profile and will be effectively credit neutral, if materially all available proceeds are used for refinancing. However, interest costs could be slightly higher. Moody's does not expect the transaction to materially change the proportional mix or priority of claims in the capital structure and believes the terms and conditions of the newly issued securities are materially the same as existing obligations of the same debt class. RATINGS RATIONALE Charter's credit profile is supported by its substantial scale and share of the cable industry and superior, high-speed network. Charter is the second largest cable company in the United States, with strong EBITDA margins (near 40%) supported by a large mix of very high-margin broadband wireline internet customers. The business model is also highly predictable, with a diversified footprint and customer base and a largely recurring revenue model with monthly subscriptions. The credit profile is constrained by governance risk as reflected in the G-4 Issuer Profile Score and CIS-4 Credit Impact score. Financial strategy and risk management policy includes targeting net leverage of 4.0-4.5x (Moody's adjusted gross debt to EBITDA was 4.6x at Q1 LTM), which has become an increasingly greater credit risk given macro risks and more intense competitive dynamics across portions of its footprint evidenced by subscriber losses across all services but mobile. Additionally, free cash flow has declined (to near 3% of debt) due to elevated capital expenditures (over 20% of revenue, expected to remain at this level for at least the next 2 years), higher interest costs, and the increasing cash needs to finance mobile devices. Management also maintains a commitment to distribute a portion of free cash flows to shareholders, typically via share repurchases. As a result, the company could become more dependent on access to the debt capital markets if internal sources of liquidity (cash and operating cash flows) are not sufficient to fully cover upcoming debt maturities. Charter is challenged by, and exposed to, significant and persistent unfavorable secular trends and pressure in its wireline voice and video services, evidenced by the high and sustained customer loss due to competition and changes in media consumption. The company is also now losing internet customers due to higher competitive intensity from fixed wireless and wireline overbuilders. Mobile services, while growing quickly, is producing negative FCF and Moody's expects the run-rate economics (at scale) will be less profitable than wireline cable and voice. Liquidity is good (SGL-2) over the next year supported by positive operating cash flow after mandatory payments (including debt maturities), more than half of its $5.5 billion revolving credit facility available (at last quarter end), and adequate headroom under maintenance covenants. Moody's believes alternate liquidity is constrained by a partially secured capital structure given most assets are encumbered and any proceeds from a sale would have to first go to repay lenders. Given the significant wall of maturities (over $13 billion) in 2027, Charter will become increasingly dependent on access to the debt capital markets to roll some portion of the maturities ahead of scheduled due dates and will be subject to the potential for higher interest costs. The senior secured bank credit facilities and senior secured notes at Charter Communications Operating, LLC, Time Warner Cable LLC, and Time Warner Cable Enterprises LLC are unchanged at Ba1, one notch above the Ba2 CFR. Secured lenders benefit from junior capital provided by the senior unsecured notes issued at CCO Holdings, LLC and co-borrowed by CCO Holdings Capital Corp. (which have no guarantees), the most junior claims and rated B1, with contractual and structural subordination to the secured obligations. Instrument ratings reflect the Ba2-PD Probability of Default Rating with a mix of secured and unsecured debt, which Moody's expect will result in an average rate of recovery of approximately 50% in a distressed scenario. The negative outlook reflects rising cometitive intensity that is driving higher customer losses across all services except mobile, and Charter's exposure related to the wind down of the Affordable Connectivity Program (ACP) which provides material subsidies to low income households and could lead to a revenue decline of at least low single digit percent over the next year. Additionally, capital intensity remains elevated (capex to revenue is above 20% and will remain at this level for at least the next 2 years) and average borrowing costs are rising to near mid-5 % (as reported). As a result, Moody's expects free cash flow (FCF) to debt to be in the low single digit percent and retained cash flow (RCF) to net debt to be near 15% (for at least the next 12-18 months). Based on a shift in financial policy to move toward the mid-point of the Company's target leverage range (of 4.0 to 4.5x net leverage), Moody's expects some free cash flow will be used to delever resulting in leverage falling marginally, to near mid 4x on a Moody's adjusted basis, but could approach 4.25x if all free cash flows are used for debt repayment. Further Moody's expects that disciplined cost management, decline in video programming costs, and growth in certain areas of the business (mostly rural broadband builds), will support no worse than flat EBITDA and EBITDA margins (near 40%). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if: -- Leverage (Moody's adjusted gross debt/EBITDA) is sustained below 3.75x, and -- Retained cash flow to net debt (Moody's adjusted) is sustained above 20% An upgrade could also be conditional on a more conservative financial policy, sustained organic and profitable revenue growth, and improved liquidity. Moody's could consider a downgrade if: -- Sustained organic revenue and EBITDA growth is not expected -- Leverage (Moody's adjusted gross debt/EBITDA) is not expected to approach 4.25x, or -- Retained cash flow to net debt (Moody's adjusted) is sustained below 15% Moody's could also consider a negative rating action if liquidity deteriorated, financial policy turned more aggressive, or scale or diversity declined. The principal methodology used in these ratings was Telecommunications Service Providers published in November 2023. Charter Communications, Inc., headquartered in Stamford, Connecticut, provides video, data, phone, and wireless services. Across its footprint, which spans 41 states, Charter serves approximately 32 million customers (internet, video and voice, excluding enterprise) and about 8.3 million mobile lines, making it the second-largest U.S. cable operator. The company sells its services under the Spectrum brand. Revenue for the 12 months ended Q1 2024 was approximately $54.6 billion. Charter is a public company with the largest shareholders Liberty Broadband Corporation (unrated) and the Advance/Newhouse family. CONNECT HOLDING II: S&P Downgrades ICR to 'CCC', Outlook Negative ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based incumbent telecom provider Connect Holding II LLC (d/b/a Brightspeed) to 'CCC' from 'B-'. At the same time, S&P lowered its/ issue-level rating on its senior secured debt to 'CCC' from 'B-' and its issue-level rating on the 7.995% Embarq notes due 2036 to 'CC' from 'CCC'. S&P's '3' recovery rating on the secured debt and '6' recovery rating on the Embarq notes are unchanged, indicating its expectation for meaningful recovery (50%-70%; rounded estimate: 50%) and negligible recovery (0%-10%; rounded estimate: 0%), respectively, in the event of a payment default. S&P said, "The negative outlook reflects that we will lower our rating on Brightspeed if we believe a payment default or distressed exchange is likely in the next six months, which could occur unless it is able to secure additional financing to avoid a liquidity shortfall." The lower rating reflects the potential that Brightspeed will face a liquidity shortfall by the end of the year because of its aggressive fiber build plan. As of Dec. 31, 2023, the company had $710 million of cash and about $550 million of availability under its $600 million revolving credit facility. S&P said, "The company recorded a FOCF deficit of about $800 million in 2023, which we expect will widen to over $1.7 billion in 2024 due to its aggressive capital spending to support its fiber to the home (FTTH) deployments. Based on our current forecast, we believe Brightspeed will likely deplete its liquidity by the end of 2024 absent the receipt of additional funding." While the company could scale back its capital expenditure (capex) to preserve liquidity, the failure to build out its FTTH coverage will leave it exposed to elevated competitive pressures. Brightspeed's ability to increase its earnings over the longer term depends on the successful upgrade of its network to fiber and its improving penetration of high-margin FTTH customers. The company's FTTH penetration currently stands at 10%, which is substantially lower than at its peers, because it only covers one million of the seven million passings in its service territory. Brightspeed's capital structure is unsustainable over the longer term. S&P said, "We expect the company's S&P Global Ratings-adjusted leverage will exceed 20x in 2024, which is up from 12.5x in 2023. Given the high interest rate environment, ongoing inflation, and our expectation for lower earnings and higher capex, we do not believe Brightspeed can reduce its leverage over the longer term, which increases the likelihood that it will undertake a subpar debt restructuring." Specifically, S&P's base-case forecast assumes the following: -- Overall revenue declines about 9% in 2024 on mid-to high-single-digit percent DSL subscriber churn, which is only partially offset by an expansion in its fiber revenue; -- EBITDA declines about 40% in 2024 due to copper-based broadband churn, aggressive price-based competition from cable and fixed wireless access (FWA) providers, and rising sales and marketing costs to attract new customers; -- Capex remains elevated at over $1.4 billion in 2024, although the company has some discretion to scale back its spending. S&P said, "The negative outlook reflects that we will lower our rating on Brightspeed if we believe a payment default or distressed exchange is likely in the next six months. This could occur if the company is unable to secure additional financing to avoid a near-term liquidity shortfall. "We could lower our rating on Brightspeed if it is unable to raise additional capital to cover its significant cash flow deficits or we anticipate it will undertake a subpar debt restructuring that we would view as tantamount to a default. "We could take a positive rating action on Brightspeed if it obtains new financing that bolsters its liquidity position. This could include the issuance of additional debt or a capital infusion from its private-equity sponsor." CORRELATE ENERGY: To Net $6 Million in Securities Offering ---------------------------------------------------------- Correlate Energy Corp. filed Amendment No. 5 to its Form S-1 registration statement relating to a firm commitment underwritten public offering of 1,170,000 units. Each Unit consists of one share of Common Stock, $0.0001 par value per share and one warrant to purchase one share of Common Stock at an assumed public offering price of $6.00 per Unit (the mid-point of the estimated range of $5.00 and $7.00 per Unit), of the Company. The Company estimates that it will receive net proceeds of approximately $6,000,000 from the sale of Units in this Offering, after deducting underwriting discounts and estimated offering expenses payable by the Company. The Company is also offering to the purchasers, if any, whose purchase of Units in this Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company's outstanding shares of Common Stock immediately following the consummation of this Offering, the opportunity to purchase, if the purchaser so chooses, Pre-Funded Units in lieu of Units that would otherwise result in the purchaser's beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. Each Pre-Funded Unit will consist of a pre-funded warrant to purchase one share of Common Stock at an exercise price of $0.001 per share and one Warrant. The purchase price of each Pre-Funded Unit will be equal to the price per Unit being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Units will be $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Unit sold, the number of Units offered will be decreased on a one-for-one basis. The offering also includes the shares of Common Stock issuable from time to time upon exercise of the Warrants included in the Pre-Funded Units and the Pre-Funded Warrants. The Units or Pre-Funded Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of Common Stock and the Warrants underlying the Units are immediately separable and will be issued separately in this Offering. Each Warrant offered as part of this Offering will have an exercise price of $6.00 per share (the public offering price per Unit), is immediately exercisable on the date of issuance and will expire three years after the initial issuance date. Correlate intends to use the net proceeds of this Offering to provide funding for the following purposes: project finance, working capital and general corporate purposes. As of the date of this prospectus, the Company have not identified, or engaged in any material discussions regarding, any potential project. A full-text copy of the Preliminary Prospectus is available at https://tinyurl.com/4trpe63a About Correlate Energy Correlate Energy Corp. (OTCQB: CIPI), formerly Correlate Infrastructure Partners Inc., together with its subsidiaries, is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions North America. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. Dallas, Texas-based Turner, Stone & Company LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CP IRIS: Moody's Cuts Rating on First Lien Credit Facility to B3 ---------------------------------------------------------------- Moody's Ratings downgraded CP Iris Holdco II, Inc.'s (dba IPS Corporation) senior secured first lien bank credit facility to B3 from B2 following the proposed $175 million incremental senior secured first lien term loan. Moody's also assigned a B3 rating to the extended senior secured first lien revolving credit facility. At the same time, Moody's affirmed the corporate family rating at B3, probability of default rating at B3-PD, and senior secured second lien bank credit facility at Caa2. The outlook is maintained at stable. Proceeds from the proposed first lien term loan add-on will be used to repay $150 million of the company's $210 million second lien term loan and $5 million of outstanding balance on the revolving credit facility, as well as funding a $16 million bolt-on acquisition. The downgrade of the first lien bank credit facility reflects the reduction in loss absorption below the senior secured first lien bank credit facility following reduction in outstanding second lien term loan debt. The first lien debt will represent the preponderance of the company's obligations following the closing of the proposed transaction. The affirmation reflects Moody's expectation that IPS will continue to execute on its acquisitive growth strategy while benefitting from moderate growth in new home construction. The stable outlook reflects the expectation that IPS will maintain strong operating performance, generate solid free cash flow, and reduce debt leverage. RATINGS RATIONALE IPS Corporation's B3 CFR reflects its high leverage, exposure to cyclical residential end markets, and acquisitive growth strategy. Leverage has remained elevated since the 2021 LBO, and Moody's calculates closing leverage of 7.2x pro forma for the proposed transaction. Operating performance is largely dependent on economic activity in residential and commercial construction, which are inherently volatile. The company typically uses free cash flow generation for bolt-on acquisitions to expand operations, which are expected to continue and will create integration and execution risk. Providing an offset to IPS Corporation's current credit metrics is its strong market position as a global leading manufacturer and supplier of solvent cements, plumbing and roofing products, and specialty adhesives in a highly fragmented industry. The rating is further supported by the company's strong EBITDA margin profile due to the critical nature of its products and its consistent free cash flow generation as the business has low capital intensity. Moody's expects IPS Corporation to maintain good liquidity over the next 12 to 18 months. Cash flow is expected to be positive as the business is not capital intensive, and Moody's expects excess cash flow to be allocated to bolt-on acquisitions. Liquidity is also supported by the extended $90 million revolving credit facility, which will have full availability pro forma for the transaction and will expire in April 2028. The stable outlook reflects the expectation that IPS Corporation will steadily grow revenue organically, maintain strong operating performance, generate solid free cash flow, and reduce debt leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company increases its scale and demonstrates earnings growth. Moody's could also consider upgrading the rating if adjusted debt-to-EBITDA maintains below 6.0x, EBITA-to-interest coverage above 2.0x, and the company preserves good liquidity. The ratings could be downgraded if adjusted debt-to-EBITDA maintained above 7.0x and adjusted EBITA-to-interest expense is near 1.0x. A deterioration in liquidity including negative free cash flow, an aggressive acquisition with additional debt or significant shareholder return activity could result in downward rating pressure. The principal methodology used in these ratings was Manufacturing published in September 2021. Based in Compton, California, IPS Corporation is a leading global manufacturer of solvent cements, plumbing and roofing products, and specialty adhesives. IPS Corporation is owned by Centerbridge Partners, a private equity group based in New York City. For the twelve months that ended December 31, 2023, IPS Corporation generated $457 million in revenue. CQP HOLDCO: Moody's Upgrades CFR & Senior Secured Term Loan to Ba2 ------------------------------------------------------------------ Moody's Ratings upgraded CQP Holdco LP's Corporate Family Rating to Ba2 from B1, its Probability of Default Rating to Ba2-PD from B1-PD and its senior secured term loan B and senior secured notes ratings to Ba2 from B1. The outlook is stable. "The upgrade of CQP Holdco's ratings mirrors the upgrade of the ratings of Cheniere Energy Partners, L.P. and reflects Moody's expectation that the company will maintain its stand-alone leverage profile and financial flexibility," said Elena Nadtotchi, Moody's Senior Vice President. RATINGS RATIONALE CQP Holdco LP is a limited partner in Cheniere Energy Partners, L.P. (CQP), a publicly traded master limited partnership (MLP) that owns Sabine Pass Liquefaction, LLC, a six-train, contracted liquefied natural gas (LNG) export facility. CQP also owns the Sabine Pass LNG, L.P. (SPLNG, not rated) regasification terminal, and Cheniere Creole Trail Pipeline, L.P. (CTPL, not rated). The upgrade of CQP Holdco's CFR to Ba2 mirrors the two-notch upgrade of CQP to Baa2 driven by its continuing deleveraging and reduction in structural subordination of its capital structure. The Ba2 CFR is supported by the predictability and recurring nature of the long-dated, contractually derived cash flows of the operating companies, distributed through CQP (Baa2 stable) to CQP Holdco, which holds a 41% limited partner (LP) stake in CQP. The market value of its investment in CQP approximates $10 billion, allowing for good collateral coverage of its debt, with a 40% loan-to-value on CQP Holdco's $4.1 billion in secured debt. The stability and magnitude of this cash flow stream is tempered by the significant extent to which CQP Holdco's secured debt is structurally subordinated to CQP's debt and secured project debt that has financed CQP's principal asset, the Sabine Pass liquefied natural gas export facility (Sabine Pass Liquefaction, LLC or SPL, Baa1 stable). At March 31, 2024 CQP reported $15.9 billion in consolidated debt. CQP is a master limited partnership and Moody's expects it to distribute its operating cash flow after investments to its unitholders. CQP Holdco's rating is further supported by the substantial governance rights it maintains over CQP's operations and strategic planning by virtue of its majority membership on the CQP Executive Committee of the Board of Directors, and the significant extent of its influence on the CQP Board itself. CQP Holdco's senior secured term loan and senior secured notes are rated Ba2, at the same level as the Ba2 CFR. The term loan and the notes represent all of the debt of the company, rank pari passu, and benefit from the first-lien pledge of CQP Holdco's equity interests in CQP. The stable outlook on CQP Holdco's ratings mirrors the stable outlook on CQP's ratings and reflects Moody's expectation that distributions from CQP will continue to support the debt and leverage profile of CQP Holdco. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of CQP's ratings could lead to an upgrade of CQP Holdco's ratings. A downgrade of either SPL or CQP would likely cause a downgrade of CQP Holdco's ratings. In addition, a deterioration in the financial performance of CQP Holdco caused by increase in debt or a reduction in distributions from SPL or CQP to CQP Holdco, such that its stand-alone EBITDA/interest coverage declines to below 3x or its leverage increases to above 5.5x could result in a ratings downgrade. Debt funded distributions that meaningfully increase leverage or weaken distribution coverage could also pressure the ratings. CQP Holdco LP is jointly owned by Blackstone Infrastructure Partners and Brookfield Infrastructure Partners L.P. CQP Holdco owns 41% of CQP's common units. The principal methodology used in these ratings was Midstream Energy published in February 2022. CSI COMPRESSCO: Moody's Withdraws Caa1 CFR on Debt Extinguishment ----------------------------------------------------------------- Moody's Ratings withdrew all of CSI Compressco LP's (Compressco) ratings, including its Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, and SGL-3 Speculative Grade Liquidity Rating (SGL). The outlook was changed to rating withdrawn from rating under review. The withdrawals follow the extinguishment of its outstanding debt. Compressco's ratings review was initiated on December 20, 2023, following Compressco's agreement to be acquired by Kodiak Gas Services, Inc. (Kodiak Gas, Ba3 Stable). RATINGS RATIONALE All of Compressco's ratings have been withdrawn because its rated debt is no longer outstanding. The debt was fully repaid following the close of its acquisition by Kodiak Gas. CSI Compressco LP was a publicly traded master limited partnership (MLP) providing primarily compression-based production enhancement services and is now a wholly owned subsidiary of Kodaik Gas Services, Inc. CURIS INC: Reports $11.9 Million Net Loss in 2024 First Quarter --------------------------------------------------------------- Curis, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $11.9 million on $2.1 million of revenues for the three months ended March 31, 2024, compared to a net loss of $11.6 million on $2.3 million of revenues for the three months ended March 31, 2023. Since its inception, the Company has funded its operations primarily through private and public placements of its equity securities, license fees, contingent cash payments, royalties and research and development funding from its corporate collaborators, and the monetization of certain royalty rights. The Company stated, "We have never been profitable on an annual basis and had an accumulated deficit of $1.2 billion as of March 31, 2024. For the three months ended March 31, we used $13.2 million of cash in operations." "We expect to continue to generate operating losses in the foreseeable future. Based upon our current operating plan, we believe that our $40.7 million of existing cash, cash equivalents and investments at March 31, 2024 should enable us to fund our operating expenses and capital expenditure requirements into 2025. We have based this assessment on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. Our current cash, cash equivalents, and investments, are not expected to fund our operations beyond the next 12 months. "We will need to generate significant revenues to achieve profitability, and do not expect to achieve profitability in the foreseeable future, if at all. We will require additional funding to fund the development of emavusertib through regulatory approval and commercialization, and to support our continued operations. We will need to seek additional funding through a number of potential avenues, including private or public equity financings, collaborations, or other strategic transactions as needed. If sufficient funds are not available, we will have to delay, reduce the scope of, or eliminate our research and development program for emavusertib, including related clinical trials and operating expenses, potentially delaying the time to market for or preventing the marketing of emavusertib, which could adversely affect our business prospects and our ability to continue our operations, and would have a negative impact on our financial condition and ability to pursue our business strategies. In addition, we may seek to engage in one or more strategic alternatives, such as a strategic partnership with one or more parties, the licensing, sale or divestiture of some of our assets or proprietary technologies or the sale of our company, but there can be no assurance that we would be able to enter into such a transaction or transactions on a timely basis or on terms favorable to us, or at all." A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/26weenuw About Curis Lexington, Mass.-based Curis, Inc. is a biotechnology company focused on the development of emavusertib (CA-4948), an orally available, small molecule inhibitor of Interleukin-1 receptor associated kinase, or IRAK4. IRAK4 plays an essential role in the toll-like receptor, or TLR, and interleukin-1 receptor, or IL-1R, signaling pathways, which are frequently dysregulated in patients with Cancer. As of March 31, 2024, the Company had $62 million in total assets, $52.6 million in total liabilities, and $9.5 million in total stockholders' equity. Boston, Mass.-based PricewaterhouseCoopers, the Company's auditor since 2002, issued a "going concern" qualification in its report dated February 8, 2024, citing that the Company has incurred losses and cash outflows from operations that raise substantial doubt about its ability to continue as a going concern." CYANCO INTERMEDIATE: S&P Withdraws 'B' Issuer Credit Rating ----------------------------------------------------------- S&P Global Ratings withdrew its 'B' issuer credit rating on Cyanco Intermediate 2 Corp. following Orica Ltd.'s announcement of its completed acquisition of Cyanco's parent entity (Cyanco Intermediate 4 Corp.) on April 30, 2024. At the same time, S&P discontinued its 'B' issue-level ratings on the company's first-lien debt since all the company's rated debt facilities have been fully repaid. At the time of withdrawal, all S&P's ratings on Cyanco were on CreditWatch with positive implications. D.M.G. SECURITY: Unsecureds to Get $2K per Month for 60 Months -------------------------------------------------------------- D.M.G. Security, Inc., submitted an Amended Plan of Reorganization dated April 29, 2024. The Debtor began to experience financial difficulties resulting from slow pay from various customers. In certain instances, clients would be 90 to 120 days behind on payments to the debtor, making it necessary for the debtor to factor receivable to make pay-roll which in turn cut into the debtor's profit margin. As this problem persisted the debtor fell further and further behind on its obligations culminating in the filing of this Chapter 11 Proceeding. The debtor has streamlined its billing operations, brought in new business and negotiated late fees and interest payment on invoices to offset the effect of late pays from its customers. The Debtor estimates that the distribution to unsecured creditors made after full payment to secured, administrative and priority claims will be paid over 5 years and shall total of 100% of their respective claims. The debtor is the proponent and disbursing agent of this Plan. This Plan provides for distribution to the holders of allowed claims from the continued operation of the Debtor's Business. Class 1 consists of the Secured Claim of United Capital. United claims a lien on the debtor's accounts, inventory and equipment, etc., by virtue of a UCC-Financing Statement No. 20230623 filed June 23, 2023, particularly debtor’s contracts. United has filed proof of claim in the case in the total amount of $96,471.62. To date United has received full payment of its claims pursuant to consecutive interim Cash Collateral orders. Debtor and United have agreed to settle on United's 506(b) claim for attorney's fees and interest in the amount of $35,000.00, (the "settled amount"). United shall retain its lien securing its claim to the extent of the allowed amount of the claim until the claim is paid in full and shall receive on account post confirmation interest at 9% in deferred cash payments totaling at least the amount of such claim, as the effective date of the plan or a least the value of such holders interests in the estates interest in the property. Debtor shall pay UNITED the balance of the post-petition attorney's fees over a period of 12 months at 9% interest in the total monthly payments in the amount of $3,179.16. Class 2 consists of the allowed priority claim of The Illinois Department of Employment Security (hereinafter the IDES) in the amount of $15,596.31. The IDES shall receive on it priority claim payment in the full amount of full of $15,596.31 plus interest at 5% over a period of 24 months in the monthly amount of $682.23. Class 3 consist of the allowed nonpriority unsecured claims in the total amount of $122,800.32. This amount includes $62,422.00 assessed pursuant to an audit by Liberty Mutual Insurance of the debtor's pre-petition Workman's Compensation and a $30,000.00 adjustment made pursuant to the audit for General Liability Insurance. Unsecured claimants shall receive 100% of their respective claims over a period 60 months in aggregate monthly payments of $2,042.676 without interest. All payments shall begin on the 10th day of the month following the effective date of the Plan. This Plan is self-executing. The Debtor shall not be required to execute any newly created documents to evidence the claims, liens or terms of repayment to the holder of any class. A full-text copy of the Amended Plan dated April 29, 2024 is available at https://urlcurt.com/u?l=3gFYfr from PacerMonitor.com at no charge. Counsel to the Debtor: William E. Jamison, Jr., Esq. William E. Jamison & Associates 53 West Jackson Blvd., Suite #801 Chicago, IL 60604 Telephone: (312) 226-8500 Email: wjami39246@aol.com About D.M.G. Security D.M.G. Security, Inc., operates a small minority WBE/MBE, Security Company out of its primary location at 11828 S. Western Ave. Chicago, IL 60643. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-15180) on November 10, 2023. In the petition signed by Debra M. German, president, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Donald R. Cassling oversees the case. William E. Jamison, Jr. Esq., at William E. Jamison & Associates, is the Debtor's legal counsel. DATO A/C: Plan Exclusivity Period Extended to August 26 ------------------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York extended Dato A/C Inc.'s exclusive periods to file its chapter 11 plan of reorganization and disclosure statement to August 26, 2024. As shared by Troubled Company Reporter, Dato A/C Inc. claims that it has responded to the exigent demands of its chapter 11 case and has worked diligently to advance the reorganization process. The Debtor asserts that it should be afforded a full, fair, and reasonable opportunity to negotiate, propose, file, and solicit acceptances of its chapter 11 plan. The Debtor explained that the requested extension is warranted and necessary to afford it a meaningful opportunity to pursue the chapter 11 reorganization process and build a concensus among economic stakeholders, all as contemplated by chapter 11 of the Bankruptcy Code. Dato A/C Inc. is represented by: Alla Kachan, Esq. LAW OFFICES OFFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About Dato A/C Inc. Dato A/C Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41547) on May 3, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Elizabeth S. Stong presides over the case. The Debtor tapped Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. as bankruptcy counsel and Wisdom Professional Services, Inc. as accountant. DOTLESS LLC: Plan Exclusivity Period Extended to June 11 -------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida extended Dotless, LLC's exclusive period to file its Amended Chapter 11 Plan and Disclosure Statement, and solicit acceptances thereof to June 11 and September 16, 2024, respectively. As shared by Troubled Company Reporter, the Debtor submitted a Plan of Reorganization pursuant to which holders of Allowed General Unsecured Claims are grouped in Class 3. All General Unsecured Creditors shall be paid in full on the Effective Date of the Chapter 11 Plan. Aaron Pace shall retain all equity ownership interest in the Debtor entity in exchange for funding through the utilization of personal funds all plan payments made by the Debtor. The means necessary for the execution of this Plan include the Debtor's income derived from new value from the Debtor's equity security holders and potential rental income. A full-text copy of the Disclosure Statement dated February 6, 2024 is available at https://urlcurt.com/u?l=3ewC4j from PacerMonitor.com at no charge. Dotless, LLC is represented by: Nicholas G. Rossoletti, Esq. Bilu Law, PA 2760 W. Atlantic Blvd. Pompano Beach, FL 33069 Telephone: (954) 596-0669 Facsimile: (954) 427-1518 Email: nrossoletti@bilulaw.com About Dotless LLC Dotless, LLC was organized in the State of Utah in 2021 to serve as a holding company for the purchasing and sale of real property throughout the United States. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19341) on November 13, 2023. In the petition signed by Aaron Pace, manager, the Debtor disclosed under $1 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Nicholas G. Rossoletti, Esq., at Bilu Law, PA serves as the Debtor's counsel. DRH CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: DRH Construction Group Inc. 2401 A Waterman Blvd, Ste 4 Fairfield, CA 94534 Business Description: DRH Construction is a full service residential and commercial general contractor. Chapter 11 Petition Date: May 10, 2024 Court: United States Bankruptcy Court Eastern District of California Case No.: 24-22021 Judge: Hon. Fredrick E. Clement Debtor's Counsel: Timothy J. Walsh, Esq. TIMOTHY J. WALSH, ATTORNEY AT LAW 710 Missouri Street, Ste 3 Fairfield, CA 94533 Tel: (707) 429-1990 Fax: (707) 429-1998 E-mail: fflaw@comcast.net Total Assets: $142,000 Total Liabilities: $1,110,597 The petition was signed by Donald R. Hurt, Jr., as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HUBLJ5I/DRH_CONSTRUCTION_GROUP_INC__caebke-24-22021__0001.0.pdf?mcid=tGE4TAMA EMERGENT BIOSOLUTIONS: Moody's Alters Outlook on Caa1 CFR to Stable ------------------------------------------------------------------- Moody's Ratings affirmed the ratings of Emergent BioSolutions Inc. including the Caa1 Corporate Family Rating, the Caa1-PD Probability of Default Rating and the Caa3 senior unsecured rating. The Speculative Grade Liquidity Rating (SGL) remains unchanged at SGL-4. At the same time, Moody's revised the outlook to stable from negative. The revision in the outlook to stable from negative reflects reduced downward rating pressure following a recent amendment to Emergent's bank credit facility providing flexibility with respect to certain covenants that would otherwise have been breached. The outlook revision also reflects improving operating performance due to solid ongoing sales of Emergent's Narcan products, a recent increase in US government ordering of anthrax and smallpox products, and recently announced cost reductions. However, the credit profile remains vulnerable to refinancing risk because of the upcoming May 2025 term loan maturity and revolver expiration. RATINGS RATIONALE Emergent's Caa1 Corporate Family Rating reflects its niche position supplying products that address public health threats. Notwithstanding quarterly volatility, Moody's expects solid ongoing sales of medical countermeasures to the US Strategic National Stockpile and continuation of high barriers to entry. In addition, the Narcan products business benefits from recent expansion into the over-the-counter market that improves patient access. Tempering these strengths, the timing and underlying demand for Emergent's medical countermeasure products is unpredictable. This exacerbates other credit challenges including operating losses in the contract development and manufacturing organization ("CDMO") business and competitive pressure on Narcan products including generic exposure. Emergent's CDMO business faces high albeit declining operating costs. Several cost reduction programs are underway, but until these efforts produce sustained earnings improvement, gross debt/EBITDA will remain elevated. The SGL-4 speculative grade liquidity rating reflects Moody's view that Emergent's liquidity is weak, stemming from the maturity of its term loan and expiration of its revolving credit agreement in May 2025. As of March 31, 2024 Emergent had limited capacity under its $270 million revolving credit facility. Although a recent amendment has relaxed certain ratio-based covenants, the amendment contains minimum EBITDA requirements as well as upcoming reductions in the revolver size to $225 million from July 31, 2024 through October 30, 2024, and to $200.0 million on October 31, 2024 and thereafter. The Caa3 rating on the senior unsecured notes reflects the presence of a material amount of secured debt in Emergent's capital structure. The rating reflects Moody's estimate for low recovery on the senior unsecured notes in the event of default. Emergent's CIS-5 indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. Emergent's G-5 score reflects governance challenges including those related to management credibility and track record, and financial strategy and risk management. Social risk exposures reflected in the S-5 score include customer relations and responsible production exposures related to manufacturing compliance standards. Emergent's largest customer is the US government, and reduced predictability into procurement for the US Strategic National Stockpile is a key credit risk exposure. The outlook is stable, reflecting Moody's expectations for improving operating performance over the next 12 to 18 months but a continuation of liquidity pressures due to the upcoming expiration of the credit agreement in May 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include greater consistency in US government procurement patterns, a sustained improvement in earnings, and improved liquidity. Factors that could lead to a downgrade include an increased probability of a default, a deterioration in liquidity including weak cash flow or covenant violations, significant delays in US government procurement, or material pressure on the Narcan franchise. Headquartered in Gaithersburg, Maryland, Emergent BioSolutions Inc. is a life sciences company that provides pharmaceuticals, vaccines, medical devices and contract manufacturing services related to public health threats affecting civilian and military populations. Revenue in 2023 totaled approximately $1 billion. The principal methodology used in these ratings was Pharmaceuticals published in November 2021. ENO RIVER: Moody's Alters Outlook on 'Ba1' Bond Rating to Positive ------------------------------------------------------------------ Moody's Ratings has revised its outlook to positive from stable for Eno River Academy, NC's revenue bonds. The Ba1 bond rating has been affirmed. For fiscal 2023 (June 30 year-end), the school has about $19.6 million in total outstanding debt. The positive revision of the outlook reflects the school's progress toward reaching full capacity by fall 2024, coupled with a substantial accumulation of cash reserves. The school's strong financial management is demonstrated by its good liquidity and coverage metrics as it transitions from a growth phase to a stable operational environment and the renewal of its charter scheduled for July 1, 2027. The affirmation of the Ba1 rating is driven by consistent generation of sound operating margins supporting maximum annual debt service coverage above 1.5x RATINGS RATIONALE Eno River Academy's Ba1 rating reflects it solid competitive profile, which will continue to drive strong demand. Steady revenue growth will continue to provide for sound operating margins and good debt service coverage in the 1.5x to 2x range. Favorably, state and local appropriations are expected to remain stable, further supporting balanced operating results. The Academy's days cash on hand has grown to over 200 days, a level which is expected to be maintained through continued stable operations. In addition, the academy's 25-year operating history, current 10-year charter expiring in 2027, and relatively strong management team provide solid governance. Credit quality is constrained, however, by the academy's relatively small size of approximately 800 students, $9.4 million in operating revenue, and modest absolute levels of cash of $4.9 million. Additionally, leverage levels are moderately elevated with total debt to revenue of 2.08x and spendable cash and investment to debt of 0.25x. RATING OUTLOOK The positive outlook reflects Moody's view that operating performance will remain sound and extend its positive margins and cash levels at current or stronger levels. Likewise, enrollment and funding will see modest growth, which, combined with good budgetary management, should further improve the Academy's credit quality. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Debt service coverage consistently over 1.75x and improved leverage metrics -- Continued growth in relative liquidity with days cash on hand steady at above 200 -- Continued academic outperformance compared to regional peers FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Weakened liquidity, with cash on hand falling below 100 days -- Debt service coverage consistently below 1.20x, or additional debt without commensurate growth in net revenues and financial reserves -- Decline in the school's competitive standing or student demand -- Increased risk associated with charter sponsor LEGAL SECURITY The Series 2020A bonds are secured by Loan Agreement between the Public Finance Authority and the Eno River Academy Holdings, Inc., a nonprofit corporation, which will serve as borrower, owner, and lessor of the Lease Agreement, whose sole revenues are lease payments from the school. The borrower will then lease the facilities to Eno River Academy. The 2020 bonds are further secured by a mortgage interest on all of the school's facilities and a pledge of certain funds held under the indenture. PROFILE Eno River Academy, NC is a K-12 institution in Orange County School District about 20 miles west of Durham, NC (Aaa stable). Approximately 90% of students are from Orange, Durham, or Alamance Counties. The school has two campuses for K-8 and 9-12 grades located on a single 34-acre parcel. The school is one of the first 100 schools chartered in the state in 1997. Enrollment for the K-12 academy was 805 for the 2023-2024 academic year. The school anticipates reaching its peak capacity 820 students in the next year. The waitlist as a percent of enrollment is typically over 100% with retention near 100%. METHODOLOGY The principal methodology used in this rating was US Charter Schools published in April 2024. FOREST CITY: S&P Lowers ICR to 'CCC+' on Upcoming Debt Maturities ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Forest City Realty Trust Inc. to 'CCC+' from 'B-' and its issue-level rating on its term loan to 'CCC+' from 'B-'. The negative outlook reflects S&P's expectation that the transaction and refinancing environment will remain constrained over the next 12 months amid a higher-for-longer rate environment. S&P said, "The downgrade and negative outlook reflect our view that Forest City is dependent on favorable business, financial, and economic conditions to address its term loan due in 2025. As of March 31, 2024, the company had a material amount of debt due in 2024 and 2025 including its term loan with an outstanding balance of $600 million due in December 2025. In our view, the company's capital structure is unsustainable without a refinancing given the level of debt due over the next 12 months and the slow progress to date, to address these maturities such that we do not see a clear path to repay its term loan absent favorable business, financial, and economic conditions. "Forest City is owned by a $15 billion close end fund with a plan to liquidate its asset portfolio over time. We view Forest City as a non-strategic entity to the sponsor. During the fourth quarter of 2023, Forest City obtained an EBITDA equity cure from its sponsor to avoid breaching its financial covenants under its revolving credit facility. The company also successfully refinanced this facility ahead of the final maturity date into a new unsecured revolving credit facility provided by the sponsor with no financial maintenance covenants, both of which we view positively. "We acknowledge most of its maturing debt is nonrecourse non-cross collateralized mortgage loans, and we expect the company will work with lenders to extend these loans where feasible. Year to date, Forest City has received approximately $60 million in net proceeds from dispositions. We acknowledge the company has 18 months until the term loan maturity, but we believe the transaction environment will remain muted as interest rates remain higher for longer. This could shorten the window for the company to sell assets." Minimal availability under Forest City's revolving credit facility presents material liquidity concerns. In November 2023, Forest City refinanced its revolving credit facility into a new unsecured revolving credit facility from affiliates of the sponsor. The credit facility has a capacity of up to $350 million and an original maturity date of May 2025, with the option to extend for up to 12 months. The new credit agreement does not require the company to meet financial covenants and is subordinated to the term loan, which alleviates some concerns S&P previously had. S&P said, "We expect our liquidity assessment to remain weak given cash funds from operations will remain at a deficit. In addition to upcoming debt maturities, the company also has in process development spend left to fund. "Despite relatively resilient operating performance, we do not anticipate Forest City's credit protection measures will materially improve. Forest City's fixed-charge coverage (FCC) remains challenged from higher interest expenses due to its meaningful exposure to variable rate debt and pressures to EBITDA related to increased vacancies within its office portfolio. For the trailing 12 months ended March 31, 2024, its S&P Global Ratings-adjusted FCC declined to 0.8x versus 1.1x the prior-year period, with debt to EBITDA increasing to 17.5x versus 14.5x the prior-year period. "We believe FCC will remain pressured for most of this year. While we expect office fundamentals to remain challenged such that leasing up vacant office space will likely come with additional concessions and/or increased capital expenditure (capex) to entice tenants to lease space, we do expect the remainder of Forest City's operating portfolio will continue to demonstrate sound performance. We view the company's portfolio of multi-family assets as prime candidates for asset sales given they are of good quality, highly occupied and generate strong same-property net operating income growth. "The negative outlook reflects our view that Forest City's capital structure is unsustainable without a refinancing given its heavy upcoming debt maturities, specifically its term loan due in December 2025. While we anticipate the company's operating performance will be somewhat resilient, prospects for asset sale transaction and refinancing will likely remain constrained over the next year amid tighter lending conditions and a higher-for-longer interest rate environment such that executing sufficient asset sales will be challenging. "The outlook also reflects our view that the company could depend on external financing from the sponsor to meet obligations, including the term loan due in 2025, if it cannot execute sufficient asset sales." S&P could lower its rating on Forest City if it: -- Cannot extend or refinance upcoming debt maturities into a more laddered schedule, causing the company to face a high debt maturity wall in 2025 when its term loan comes due; -- Cannot execute enough asset sales such that we believe there to a viable path to repayment by its maturity; or -- The company pursues a debt restructuring or exchange. S&P could consider revising its outlook to stable or raising its rating on Forest City if: -- It executes on multifamily asset sales such that S&P believes the company has a viable path to address its $600 million term loan due in 2025 or it successfully refinances the term loan; -- The company refinances its upcoming maturities into a more laddered schedule; and -- Operating performance generates positive operating cash flows and there are no material declines in occupancy or rent growth. FORM TECHNOLOGIES: Invesco Dynamic Marks $1.05MM Loan at 29% Off ---------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $1,047,000 loan extended to Form Technologies LLC to market at $745,816 or 71% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a First Lien Term Loan to Form Technologies. The loan accrues interest at a rate of 14.44% (3 mo. Term SOFR + 9.00%) per annum. The loan matures on October 22, 2025. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Invesco Dynamic Credit Opportunity Fund Glenn Brightman 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 Form Technologies LLC produces precision components. The Company offers zinc, aluminum, and magnesium die casting services to automotive telecommunications, and consumer electronics industry. Form Technologies LLC serves customers worldwide. GALAXY NEXT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Galaxy Next Generation, Inc. 285 Big A Road Toccoa, GA 30577 Business Description: Galaxy Next manufactures and distributes interactive learning technologies and enhanced audio solutions within commercial and educational markets. Chapter 11 Petition Date: May 9, 2024 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 24-20552 Debtor's Counsel: Ashley Reynolds Ray, Esq. SCROGGINS & WILLIAMSON, P.C. 4401 Northside Parkway Suite 450 Atlanta, GA 30327 Tel: 404-893-3880 Email: aray@swlawfirm.com Debtor's Interim Management Services Provider: GGG PARTNERS LLC Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Magen McGahee as CFO. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RH2BVLY/Galaxy_Next_Generation_Inc__ganbke-24-20552__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Brad Ehlert $9,000,000 1277 Windmill Lane Midway, UT 84049 c/o Poole Huffman, LLC 3562 Habersham at Northlake Jon David W. Huffman Email: jondavid@poolehuf 2. Watson Properties $2,200,000 2802 Highway 17 Alt Toccoa, GA 30577 Kevin Watson Email: kevinwatson@bowen-watson.com 3. AJB Capital $1,827,500 Investments LLC Attn: Ari Blaine 4700 Sheridan Street, Suite J Hollywood, FL 33021 Ari Blaine Email: ari@ajbcapitalinvestments.com 4. Internal Revenue Service Payroll Taxes $1,250,000 Attn: Kenya Bufford 401 W Peachtree St, Stop 334-D Atlanta, GA 30308 Vivieon K. Jones Email: vivieon.jones@usdoj.gov 5. Diamond Investment II, LLC $1,024,841 Attn: Morris Lichtenstein 3495 Lakeside Drive, #1279 Reno, NV 89509 Morris Lichtenstein Email: mott.licht@gmail.com 6. Oconee Federal $400,000 Savings and Loans 2859 GA 17 Alt Toccoa, GA 30577 David Stafford Email: david.stafford@oconeefederal.com 7. Ernst Carmichael Stokes $364,283 1000 Parkwood Cir SE Suite 300 Atlanta, GA 30339 Michael Ernst Email: mje@scelaw.com 8. Breeze Advance, LLC $327,632 478 Albany Ave, #17 Brooklyn, NY 11203 Jacob Weinstein Email: jacob@weinsteinllp.com 9. Kishion Investments, LLC $300,000 3172 North Rainbow Blvd, #1385 Las Vegas, NV 89108 Yehuda Joesphson Email: bhnv.yj@gmail.com 10. Mark Fulbright $250,000 2151 Oak Valley Rd Toccoa, GA 30577 Mark Fullbright Email: cmarkfulbright@gmail.com 11. OnDeck Financial $197,000 4700 W Daybreak Pkwy Suite 200 South Jordan, UT 84009 Shiree Lavalle Email: slavalle.ctr@ondeck.com 12. Bluevine $181,697 30 Montgomery St Suite 1400 Jersey City, NJ 07302 David Kimble Email: dkimble@pandbcapitalgroup.com 13. Mast Hill $172,107 48 Parker Rd Wellesley, MA 02482 Patrick Hassani Email: patrick@masthillfund.com 14. US Small Business $150,000 Admin. Attn: Valerie Parente 233 Peachtree St NE, Suite 300 Atlanta, GA 30303 Vivieon Jones Email: vivieon.jones@usdoj.gov 15. BlankRome $115,220 1271 Avenue of the Americas New York, NY 10020 Leslie Marlow Email: leslie.marlow@blankrome.com 16. Control Tek $89,000 3905 NE 112th Ave Vancouver, WA 98682 Sean Neil Email: sean.neill@vexos.com 17. Chase Ink Card $87,580 201 Walnut St DE1-0153 Wilmington, DE 19801 Customer Service Fax: 888-643-9628 18. Rodefer Moss $85,000 608 Mabry Hood Rd Knoxville, TN 37932 Rickey Luttrell Email: rluttrell@rodefermoss.com 19. Tate Technology $68,000 5716 E Sprague Ave Spokane Valley, WA 99212 Scott Tate Email: scott@tatetech.com 20. Everest Business $62,363 Financial( Funding) 102 W 38th St, 6th Floor New York, NY 10018 Gerardo Arevalo Email: gerardo.arevalo@eerestbusinessfunding.com GALLERIA 2425: Hilco Sets June 14 Bid Deadline for TwentyFour25 --------------------------------------------------------------- Hilco Real Estate Sales set June 14, 2024, as the qualifying bid deadline for the Chapter 11 bankruptcy sale of the highly visible, Class A office building in Houston, Texas, TwentyFour25. The site, located at 2425 West Loop South, features an 11-story building situated within the heart of Houston's premier retail and culinary hub, the Galleria. Sitting on 2.45+/- AC, the building totals 284,896+/- SF with a net 26,500 SF+/- SF per floor. The property has undergone significant enhancements, including state-of-the-art health and wellness amenities for tenants, alongside a newly added ground-floor tenant conference facility and lounge area. TwentyFour25 sits blocks from The Galleria mall, the largest mall in Texas, providing tremendous value for office tenants and developers alike. The turnkey building is ready to host new tenants or be reinvented by a developer with visions for its future potential. TwentyFour25 boasts major reuse or redevelopment potential as it is situated within the Uptown district of Houston. This site offers noteworthy convenience and advantages as it is located at the intersection of Westheimer and 610N, one of the busiest in Houston, as well as proximate to the upscale shopping center, River Oaks District. The building features high-end amenities, including an on-site cafe, six elevators, expansive windows with panoramic views of the Houston skyline, secure 24-hour key card access, state-of-the-art fitness center, recent building renovations, spacious 11-story open-air atrium lobby, multi-level parking garage, and CAT 6 data cabling throughout the property. Architecturally significant, this iconic building is the fruition of world-renowned visionary I.M. Pei. Known for his creative use of modernist architecture in combination with natural elements and open spaces, I.M. Pei is celebrated for seminal designs such as the Louvre Pyramid in Paris, the Bank of China Tower in Hong Kong, the JFK Library in Boston, Herbert F. Johnson Museum of Art in Cornell University, Islamic Arts Museum in Doha, Qatar, Ronald Reagan Building and International Trade Center in Washington D.C., the First International Bank of Israel in Tel Aviv, University Plaza in New York, The Landmark in Irvine, California, and the NASCAR Hall of Fame in North Carolina. TwentyFour25 stands as a testament to his legacy. The property is nestled within Uptown, more commonly known as the Galleria, which has become one of Houston's premier shopping destinations and cultural hubs. Located just six miles west of downtown, the Uptown district ranks as the 17th-largest business district in the United States. Boasting over 400 stores, including luxury boutiques like Louis Vuitton and Tiffany & Co., as well as popular retailers like Apple and H&M, the Galleria offers something for every shopper's taste and budget. Beyond shopping, visitors can indulge in a diverse array of dining options, from upscale restaurants to casual eateries, serving cuisines from around the globe. The Galleria also features entertainment venues such as an ice-skating rink and a state-of-the-art movie theater. With its convenient location and upbeat atmosphere, the Houston Galleria area continues to captivate both locals and tourists alike, embodying the spirit of Texas hospitality and lifestyle. The district is also home to approximately 2,000 companies and represents more than 11 percent of Houston's total office space. Located directly off South Highway Loop and Westheimer Road, the property sits near the likes of major headquarters such as Quanta Services, Westlake Chemical, Enbridge Inc., Woodside Energy, Landry's Inc., PNC Bank, and APA Corporation. Ben Zaslav, managing director of business development at Hilco Real Estate Sales, stated, "Considering Houston is the second fastest-growing metro area in the U.S. and the Galleria is 'the place to be' within Houston, the sale of TwentyFour25 represents a rare opportunity for investors and developers to stake their claim at the epicenter of growth and commerce within our country. Add to this the certainty and efficiency of the bankruptcy, and you have an investment opportunity second to none anywhere along the Sun Belt." Steve Madura, senior vice president at Hilco Real Estate Sales, stated, "While it is no secret that the post-COVID office market has been challenging, this building is a blank canvas for savvy investors to find opportunity in this vibrant Galleria district. Whether proactively leasing this property to multiple tenants or totally reimagining its highest and best use, this famed edifice has all the makings of an investment with tremendous, untapped upside potential." The sale of TwentyFour25 is being conducted by Order of the U.S. Bankruptcy Court Southern District of Texas Houston Division Petition No. 23-34815. Bids must be received on or before the deadline of June 14 at 5:00 p.m. (CT) and must be submitted on the Letter of Intent (LOI) document available for review and download from Hilco Real Estate Sale's website. The Sale Confirmation hearing is scheduled to be held on July 8 at 9:00 a.m. (CT) approving the successful high bidder. Interested bidders should review the requirements in order to participate in the bankruptcy sale process available on Hilco Real Estate Sale's website. For further information, please contact Steve Madura at (847) 504-2478 or smadura@hilcoglobal.com or Michael Kneifel at (847) 201-2322 or mkneifel@hilcoglobal.com. For further information on the property, sale process, and terms or to obtain access to due diligence documents, please visit HilcoRealEstateSales.com or call (855) 755-2300. About Hilco Real Estate Sales Successfully positioning the real estate holdings within a company's portfolio is a material component of establishing and maintaining a strong financial foundation for long-term success. At Hilco Real Estate Sales (HRE), a Hilco Global company (HilcoGlobal.com), it advises and execute strategies to assist clients seeking to optimize their real estate assets, improve cash flow, maximize asset value and minimize liabilities and portfolio risk. It helps clients traverse complex transactions and transitions, coordinating with internal and external networks and constituents to navigate ever-challenging market environments. The trusted, full-service HRE team has secured billions in value for hundreds of clients over 20+ years. It is deeply experienced in complex transactions including artful lease renegotiation, multi-faceted sales structures, strategic asset management and capital optimization. It understands the legal, financial, and real estate components of the process, all of which are vital to a successful outcome. HRE can help identify the most viable options and direction for a company and its real estate portfolio, delivering impressive results in every situation. About Galleria 2425 Owner, LLC Galleria 2425 Owner LLC is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). Galleria 2425 Owner LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60036) on July 5, 2023. In the petition filed by Dward Darjean, as manager, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $50 million and $100 million. The Honorable Bankruptcy Judge Christopher M. Lopez oversees the case. The Debtor is represented by Melissa S Hayward, Esq., at Hayward & Associates PLLC. GALLERIA 2425: Unsecureds Will Get 100% of Claims in Joint Plan --------------------------------------------------------------- Galleria 2425 Owner, LLC and 2425 WL, LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement in support of Joint Plan of Reorganization dated April 29, 2024. Galleria 2425 Owner, LLC is a Texas limited liability company founded in 2018. The Debtor's primary asset is a Class A office building located at 2425 West Loop South, Houston, Texas 77027 (the "Property"). As an office building, the Property was greatly affected by the Covid pandemic, indeed, during the pandemic, one of the Property's largest tenants filed for bankruptcy and ultimately rejected its lease at the Property, leading to significant vacancies. Since then, the Debtor has worked hard to increase the occupancy of the Property, and the Property currently has a large number of commercial tenants from which Debtor derives its income. The Debtor filed for bankruptcy protection under Chapter 11 in order to protect and preserve the Property and its ability to pay creditors by enabling it to reorganize and restructure its financial affairs to fund operations and payments to creditors. In order to satisfy the Lender's and other creditors' claims, the Debtor may market the Property for sale to a third party or seek refinancing of Lender's claim from other lenders. The Debtor will continue to manage and operate the Property until any potential refinancing or sale is closed. Generally speaking, the Plan provides for the payment to Claims against the Debtor. Funds will be contributed by new equity in the amount of $10 million and additional funds will be borrowed or raised to meet the requirements under the plan. In the alternative 2425 WL, LLC has a commitment to borrow money to fund the plan. The funds to be used for the payment of Allowed Claims and other Distributions to be made under the Plan will come from the income generated from the Property plus the new equity plus any other available funds or property that the Reorganized Debtor may otherwise possess on or after the Effective Date. Under the Plan, QB Loop Property, LP will become the sole member of the Debtor in return for a capital contribution of $10 million. QB Loop Property, LP will designate one or more managers to operate the Debtor's business. Such designation shall be made in writing at least seven days before the Confirmation Hearing. In the alternative, 2425 WL, LLC has a commitment for exit financing from Legalist which will be used to fund the plan. Class 7 shall consist of the Allowed Unsecured Claim of National Bank of Kuwait, S.A.K.P., New York Branch. Class 7 shall receive a payment which, when added to the amount paid to National Bank of Kuwait, S.A.K.P. on account of its secured claim, will equal $26,038,490.58. Any amounts paid by the Debtor or any party related to the Debtor subsequent to the Petition Date but prior to the Effective Date shall be credited to such payment. Such amount shall be paid within 30 days after the Effective Date. This amount is being paid as a compromise and settlement. In the event that the Plan is not confirmed, Debtor and 2425 WL, LLC reserve the right to dispute the claim of National Bank of Kuwait. Class 7 is impaired. Class 8 consists of General Unsecured Claims. The Reorganized Debtor will pay a total of 100% of the Allowed Claims of unsecured creditors other than National Bank of Kuwait, S.A.K.P. New York Branch and 2425 WL, LLC. Such payment shall be made within 120 days after the Effective Date. The Debtor reserves the right to dispute the claim of any creditor unless expressly stated in this plan. Class 8 Claims are impaired by the Plan. The Class 9 Allowed Interests of the Equity Interest Holders shall be cancelled upon the Effective Date. New Equity shall be issued as provided herein. Class 9 Interests are impaired by the Plan and are deemed to reject the Plan. On the Effective Date, QB Loop, LP shall become the sole member of the Debtor. It may designate one or more managers for the Debtor. It shall make such designation in writing at least seven days before the Confirmation Hearing. In the alternative, if QB Loop, LP fails to make the capital contribution, 2425 WL, LLC shall become the equity holder and will designate the manager or managers. A full-text copy of the Disclosure Statement dated April 29, 2024 is available at https://urlcurt.com/u?l=CViuNT from PacerMonitor.com at no charge. Counsel to the Debtor: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane, Ste. 300 Houston, TX 770024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 Email: courtdocs@bakerassociates.net About Galleria 2425 Owner, LLC Galleria 2425 Owner LLC is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). Galleria 2425 Owner LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60036) on July 5, 2023. In the petition filed by Dward Darjean, as manager, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $50 million and $100 million. The Honorable Bankruptcy Judge Christopher M. Lopez oversees the case. The Debtor is represented by Melissa S Hayward, Esq., at Hayward & Associates PLLC. GAMIDA CELL: Case Summary & One Unsecured Creditor -------------------------------------------------- Debtor: Gamida Cell Inc. 116 Huntington Ave., 7th Floor Boston MA 02116 Business Description: Gamida is a biotech company developing cutting edge technology that uses human cells to treat different blood related disorders including leukemia, lymphoma, and other severe blood conditions. Chapter 11 Petition Date: May 13, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-11003 Judge: Hon. J. Kate Stickles Debtor's General Bankruptcy Co- Counsel: Stanley B. Tarr, Esq. BLANK ROME LLP 1201 N. Market Street, Suite 800 Wilmingron, DE 19801 Tel: (302) 425-6400 Email: stanley.tarr@blankrome.com Debtor's General Bankruptcy Co-Counsel: COOLEY LLP Estimated Assets: $1 million to $10 million Estimated Liabilities: $50 million to $100 million The petition was signed by Abigail Jenkins as sole director. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G7WSUNI/Gamida_Cell_Inc__debke-24-11003__0001.0.pdf?mcid=tGE4TAMA Debtor's Sole Unsecured Creditor: 1. Highbridge Tactical Credit Master Fund, L.P. Highbridge Tactical Credit Institutional Fund, Ltd. Highbridge Convertible Dislocation, L.P. King & Spalding LLP 110 N Wacker Drive Suite 3800 Chicago, IL 60606 Attn: Matthew Warren Email: mwarren@kslaw.com Nature of Claim: Convertible Senior Notes Claim Amount: $75,000,000 GARDEN STATE: Douglas Stanger Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Douglas Stanger, Esq., at Flaster, Greenberg, PC as Subchapter V trustee for Garden State Academy Preschool of the Arts & Kindergarten LLC. Mr. Stanger will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Stanger declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Douglas S. Stanger, Esq. Flaster, Greenberg, PC 646 Ocean Heights Avenue Linwood, NJ 08221 Phone: (609) 645-1881 Email: Doug.stanger@flastergreenberg.com About Garden State Academy Preschool Garden State Academy Preschool of the Arts and Kindergarten LLC is a unique preschool and kindergarten that offers Master level teachers and creative curriculum. GSA has programs for children six weeks to five years old, featuring Little Sprouts, Preschool and Kindergarten programs to fit the needs of any developmental stage of childhood. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-13908) on April 17, 2024. In the petition signed by Linda Pecchia, owner, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Raymond Patella, Esq., at JAVERBAUM WURGAFT HICKS KAHN WIKSTROM SININS PC, represents the Debtor as legal counsel. GENESISCARE: Sale of Interest in Cancer Centers Completed --------------------------------------------------------- American Shared Hospital Services, a provider of turnkey technology solutions for stereotactic radiosurgery and advanced radiation therapy cancer treatment systems and services, on May 9 announced the closing of its acquisition of a 60% majority equity interest in the Southern New England Regional Cancer Center, LLC and Roger Williams Radiation Therapy, LLC, both Rhode Island limited liability corporations as well as certain payor contracts, from the Chapter 11 bankruptcy estate of GenesisCare USA, Inc., a Florida corporation, for a purchase price of $2.85 million. The Company anticipates this transaction to add $9 million to $10 million in annual revenue with positive net income contribution. Additionally, American Shared Hospital announced that its projected revenue backlog has more than doubled to over $210 million with this acquisition. American Shared Hospital estimates that projected revenue backlog has increased significantly, from $106 million in 2021 to an estimated $213 million in May 2024. The retail centers are a key factor in this projection, including the acquisition of a 60% interest in three Rhode Island radiation therapy cancer centers, along with the current 100% ownership of two international facilities in Peru and Ecuador and 85% ownership of a third in Mexico. Because the Rhode Island and international agreements have no termination date, American Shared Hospital anticipates the centers will generate revenues for at least the next 10 years. The Companies operate three fully functional turn-key radiation therapy cancer centers in Rhode Island, and all three sites are equipped with state-of-the-art cancer treatment technology using Linear Accelerators (LINACs) along with CT Simulators and comprehensive treatment planning software for tumor localization. The Investment interests that were acquired are for facilities that reside on or adjacent to Care New England and Roger Williams Medical Center which are the second and third largest health systems in the State of Rhode Island and are equity members of the subject facilities. The facilities include the Southern New England Regional Cancer Center LLC in Woonsocket, RI and Southern New England Radiation Therapy LLC-Kent in Warwick, RI. The third facility Roger Williams Radiation Therapy LLC is in Providence, RI. Ray Stachowiak, Executive Chairman of ASHS, commented, "This is a strong milestone for our Company that expands our footprint of owned and operated radiation oncology centers into the U.S. The acquisition adds new revenue streams from each of the three facilities that are accretive to our base and is an excellent use of our capital as we continue to build momentum and execute on our growth strategy. A key to this acquisition is that our ownership preserves the offering of radiation therapy services at the strategically convenient Woonsocket, Providence and Warwick demographic locations. In addition, this ensures patients continued access to community based high quality radiation therapy today and in the future." David E. Wazer, MD, Professor and Chairman of Radiation Oncology, Alpert Medical School of Brown University, commented, "It is very fortunate for Rhode Island cancer patients that ASHS was able to step into the void created by the GenesisCare bankruptcy. Had ASHS not taken this action, it is very likely that several treatment facilities would have been closed by the end of year which could have caused severe disruption for the roughly 70 patients per day that receive their care in these facilities. It is not an exaggeration to say that the responsible action by ASHS averted a statewide healthcare emergency." Ray Stachowiak continued, "In addition to being a very positive contribution to our company it's great to have the support of our JV partners, Care New England Health System and Prospect CharterCARE, LLC d/b/a Roger Williams Medical Center. We look forward to growing those relationships and exploring future additional possibilities. The success of these centers is based on the strong local relationships we now have in place and this includes the second and third largest healthcare systems in the state." These newly acquired Centers are part of the Seller's and its affiliates' Chapter 11 bankruptcy process. The closing of the transaction was subject to certain events and conditions being met including (i) bankruptcy court approval, (ii) approval from the Rhode Island Department of health in accordance with the change in control of the majority member from GenesisCare to American Shared Hospital Services and (iii) other customary closing conditions. About American Shared Hospital Services American Shared Hospital Services (ASHS) (NYSE American: AMS) -- https://www.ashs.com/ -- is a provider of creative financial and turnkey solutions to Cancer Treatment Centers, hospitals, and large cancer networks worldwide. The company works closely with all major global Original Equipment Manufacturers (OEMs) that provide leading edge clinical treatment systems and software to treat cancer using Radiation Therapy and Radiosurgery. The company is vendor agnostic and provides financial support for a wide range of products including MR Guided Radiation Therapy Linacs, Advanced Digital Linear Accelerators, Proton Beam Radiation Therapy Systems, Brachytherapy systems and suites, and through the Company's subsidiary, GK Financing LLC., the Leksell Gamma Knife product and services. About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- https://www.genesiscare.com/ -- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23 90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GILLIAM CONSTRUCTION: Unsecureds to Get 8 Cents on Dollar in Plan ----------------------------------------------------------------- Gilliam Construction, Inc., filed with the U.S. Bankruptcy Court for the District of Nevada a Plan of Reorganization for Small Business. The Debtor, a Nevada limited liability corporation, operates a construction contracting business in Reno, Nevada. Before this case was filed, Debtor incurred substantial debts, including debts related to the COVID-19 pandemic, that became unmanageable. Debtor filed this case to restructure its debt obligations and to remain in business. The Debtor will fund the Plan by contributing his "Disposable Income" for a period of 60-months. The Plan Proponent's financial projections show Debtor will have projected disposable income of $2,228 per month. The final Plan payment is expected to be paid on June 31, 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations of Debtor's businesses. Non-priority unsecured creditors holding allowed claims in Debtor's case will receive distributions, which the proponent of this Plan has valued at 8 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 8 consists of Non-priority General Unsecured Creditors. Each holder of a Class 8 non-priority unsecured Allowed Claim shall receive their pro rata share of Debtor's Disposable Income, after the payment in full of Administrative Claims, through the end of the Plan Term (the "Class 8 Plan Dividend"). Any portion of a Class 8 nonpriority general unsecured claim in excess of the Class 8 Plan Dividend shall be discharged in accordance with Article 9 of this Plan. This Class is impaired. The amount of filed non-priority unsecured claims total $1,445,616. Class Equity security holders of Debtor shall retain their interests in the Debtor, but shall receive no disbursement on account of such equity interest during the Plan Term. The Debtor will use its Disposable Income during the Plan Term, cash on hand, and profits from the operation of its business to fund the Plan. Commencing on the Effective Date of this Plan, Debtor's Disposable Income will be disbursed on a monthly basis and first used to fund Debtor's required Plan payments to allowed administrative expense claims and then Class 8 Non-priority general unsecured creditors. A full-text copy of the Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=05FC6P from PacerMonitor.com at no charge. Attorneys for the Debtor: Kevin A. Darby, Esq. Darby Law Practice, Ltd. 499 W. Plumb Lane, Suite 202 Reno, NV 89509 Telephone: (775) 322-1237 Facsimile: (775) 996-7290 Email: kevin@darbylawpractice.com About Gilliam Construction Gilliam Construction, Inc., offers new construction and remodeling services in Reno, Nevada. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-50090) on January 29, 2024. In the petition signed by Jeremiah Gilliam, president, the Debtor disclosed $159,251 in assets and $1,142,700 in liabilities. Judge Hilary L. Barnes oversees the case. Kevin A. Darby, Esq., at Darby Law Practice, represents the Debtor as legal counsel. GLOBAL INFRASTRUCTURE: Moody's Affirms 'Ba3' CFR, Outlook Stable ---------------------------------------------------------------- Moody's Ratings affirmed Global Infrastructure Solutions Inc.'s ("GISI") Ba3 corporate family rating, its Ba3-PD probability of default rating, and the B1 rating on its senior unsecured notes. The rating outlook is stable. RATINGS RATIONALE GISI's Ba3 CFR is supported by a strong market position, diversified end-market exposure, strong order backlog ($24.5 billion at March 31, 2024) which provides revenue visibility, conservative balance sheet management, an experienced management team, and a track record of successfully integrating acquisitions. At the core of the company's strategy is the goal to create a scalable and diverse platform of E&C firms that facilitates ownership transition for high quality firms, allowing them to take advantage of GISI's experience, access to capital, and industry expertise. The rating is constrained by relatively modest margins, especially in the construction services segment (85% of 2023 revenue), fixed price contract exposure, reliance on M&A for growth, and the need for regular shareholder returns – to fund periodic share redemptions as well as to pay dividends – as a way to attract and retain its employees. While GISI's scale and diversification have improved in recent years, it still remains smaller compared to its higher rated peers. Revenue increased to $12.6 billion in 2023, from $5.2 billion in 2019 as a result of both organic and inorganic growth, with Moody's adjusted EBITDA increasing to $340 million from $106 million. Over the same time period, the company's exposure to the 'corporate interiors' segment went down to 25% of total revenues from 59% as they added new end-markets including industrial, government, data centers and education. Additionally, even though the company has added exposure to higher margin professional services businesses in recent years through acquisitions, the legacy construction services business continues to represent a large portion of its revenue (85% in 2023), and the benefit of higher margins has not yet translated into materially higher consolidated EBITDA margins as a result of ongoing investments to support the growth of those businesses. GISI's strong liquidity reflects its cash and marketable securities balance of $506 million and revolver availability of $363 million at March 31, 2024. Moody's expect GISI to generate positive free cash flow in 2024, and use a portion of that for tuck-in M&A, and also to fund shareholder redemptions and dividend payments, while still maintaining strong liquidity to support its operations. Borrowings under the credit facility are secured by substantially all the assets of the Company and the equity of subsidiaries. The revolver and term loan covenants include a maximum consolidated net leverage ratio of 3.25x and minimum consolidated fixed charge coverage ratio of 1.25x. Moody's expect the company to remain in compliance with these covenants over the next 12-18 months. The stable outlook assumes the company continues to adhere to its balance sheet targets and FFO/TD continues to exceed 25%, while gross profit margins remain at least stable. The stable outlook also anticipates the pace of M&A activity and revenue growth occurs without business, profit or cash flow disruption and prices paid for acquisitions remain reasonable. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if GISI achieves better revenue and EBITA scale, further improves diversity and Debt/EBITDA is maintained around 2x or better, FFO/TD and FCF/TD improve to at least 30%, and 10%, respectively, on a sustained basis. Moody's could consider a downgrade if cash balances are reduced without meaningful accretive profit growth, if gross margins exhibit volatility and fall below 4%, if FFO/TD and FCF/TD fall below 20% and 5%, respectively, if Debt/EBITDA is sustained above 3x, or if cash balances are consumed for shareholder renumeration with only modest growth organically and inorganically. With operations headquartered in Newport Beach, CA, Global Infrastructure Solutions Inc. (GISI) is a professional services firm providing engineering & design, planning, consulting, and project/construction management services to the corporate interior, industrial, healthcare, government, public infrastructure, hospitality, education, housing, data centers and life science sectors. Revenues are concentrated domestically with, with further concentration in the US Northeast. The company operates under three business segments: Construction Services (85% of 2023 revenue), Global Engineering and Consulting Services (10%), and Global Sustainability & Impact (5%). GISI generated about $12.7 billion of revenue in LTM period ending March 31, 2024 and had a backlog of $24.5 billion at March 31, 2024. The principal methodology used in these ratings was Construction published in September 2021. GUREEV LLC: Plan Exclusivity Period Extended to July 15 ------------------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York extended Gureev LLC's exclusive period to file its chapter 11 plan of reorganization and disclosure statement to July 15, 2024. As shared by Troubled Company Reporter, the Debtor continues to operate its respective business and manage its properties as Debtor in Possession, pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtor explained that it is not seeking extensions to artificially delay the conclusion of this chapter 11 case or to hold creditors hostage to an unsatisfactory plan proposal. The Debtor simply needs time to reorganize its business operations, to reach an agreement with the Creditors, to obtain Court approval for the settlement terms and to file a plan of reorganization and disclosure statement, offering treatment to the Creditors of the estate. Gureev LLC, is represented by: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 2/99 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About Gureev LLC Gureev LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Case No. 1-23-43421) on Sept. 22, 2023. The Debtor hired Law Offices of Alla Kachan, P.C. as counsel, and Aleinik Law Firm PLLC as special counsel. HAUS PLUMBING: Nathan Smith of Malcolm Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Nathan Smith, Esq., as Subchapter V trustee for Haus Plumbing & Mechanical Corporation. Mr. Smith, a partner at Malcolm & Cisneros, will be paid an hourly fee of $550 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Smith declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nathan F. Smith, Esq. Malcolm & Cisneros 2112 Business Center Drive Irvine, CA 92612 Phone: (949) 252-9400 Email: nathan@mclaw.org About Haus Plumbing & Mechanical Haus Plumbing & Mechanical Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-50374) on April 18, 2024, with $0 to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Hilary L. Barnes presides over the case. Kevin A. Darby Darby Law Practice, Ltd., represents the Debtor as legal counsel. HAWAIIAN HOLDINGS: Fitch Keeps 'B-' LongTerm IDR on Watch Positive ------------------------------------------------------------------ Fitch Ratings has maintained Hawaiian Holdings, Inc. and Hawaiian Airlines, Inc.'s 'B-' Long-Term Issuer Default Ratings (IDRs) on Rating Watch Positive. Fitch has also affirmed Hawaiian Brand Intellectual Property, Ltd. and HawaiianMiles Loyalty, Ltd.'s notes at 'B+'/'RR2' and Hawaiian Airlines 2013-1 class A certificates at 'BB-'. Hawaiian is facing refinancing risk for its loyalty notes due 2026 and liquidity pressures stemming from significant operational losses and heavy capital expenditures for its 787-9 aircraft deliveries in 2024. Fitch believes the pending merger with Alaska Air Group, Inc. (BB+/Stable) could pass regulatory approval and is currently a primary support for the airline's rating and Positive Watch. Should the merger become less likely, potentially driven by a DOJ lawsuit to block the deal, and cash flows remain weak, Fitch could downgrade Hawaiian's standalone IDR to the 'CCC' category. A decision from the DOJ is likely within 90 days. KEY RATING DRIVERS 'CCC' Category Standalone IDR: Fitch anticipates that Hawaiian's EBITDAR Fixed Charge Coverage will be significantly negative for 2024 and remain weak at around 1x in 2025. EBITDAR leverage is projected to stay above 10x through 2025. The combination of weak coverage and high leverage heighten the airline's refinancing risks as a standalone entity. Fitch considers Hawaiian's financial profile in line with issuers rated in the 'CCC' category. The pending merger with Alaska supports the refinancing of loyalty and intellectual property notes, as well as the 'B-' IDR/Positive Watch. However, should the likelihood of the merger diminish and Hawaiian's cash flows remain weak, Fitch is likely to downgrade Hawaiian's IDR to the 'CCC' category. The completion of the merger is contingent upon regulatory approvals. Declining Liquidity: Fitch's base case projects that Hawaiian will continue to face financial challenges in 2024, with an expected cash burn of approximately $300 million. This forecast is based on an anticipated operational cash flow loss of around $190 million and additional outflows stemming from payments for the 787 aircraft deliveries. As a result, the company's liquidity will likely become strained, absent additional capital raises. For context, in 2023, Hawaiian burned nearly $400 million of cash. Despite these challenges, Fitch believes Hawaiian's current liquidity level is adequate to withstand the cash burn anticipated in 2024. However, if the airline continues to incur losses, its financial position is expected to diminish significantly towards 2025. As of March 2024, Hawaiian's liquidity stands at about $1.1 billion, which includes $897 million in cash and short-term investments and an available $235 million credit facility. To tap into this credit facility, Hawaiian must maintain a minimum of $300 million in liquidity. Hawaiian also has some unencumbered assets largely comprised of in-demand new tech A321NEO aircraft, after repaying the 2020 EETCs and making cash purchases of recent aircraft. Revenue Challenges: Fitch has lowered its revenue growth expectation in 2024 due to sluggish demand from Japan and still recovering Maui traffic. The negative impact is partially mitigated by improvement in the operational concerns related to the GTF (Geared Turbofan) engines. After some recovery in 2023, the weakening of the Japanese Yen has slowed the number of Japanese tourists traveling to Hawaii, which currently remains at 60% of pre-pandemic levels. Japanese tourists are important to Hawaii as they represent 16% of total arrivals. Maui's tourism was significantly affected by the wildfires in August 2023. Despite a recovery trend, the rebuilding process in Maui has slowly progressed, which may delay how soon travel numbers return to normal. Hawaiian was impacted by limited availability of its GTF engines in 2023. These issues have since alleviated, with engines returning from overhaul shops, which has allowed the full utilization of the A321neo fleet. However, the airline could still face aircraft groundings that would affect revenue generation, as spare engines are not readily available. Low-single-digit EBITDAR Loss Expectation in 2024: Fitch anticipates that EBITDAR margin will remain negative in the low-single-digit range in 2024, due to previously mentioned revenue challenges, along with cost pressures from pilot salary increases, heavy maintenance events and airport fees. Additional cost burdens include productivity issues related to hiring and training for the Amazon cargo contract and for Hawaiian's 787s, which are not expected to deliver material benefits until 2025. For 2025, Fitch expects Hawaiian to achieve moderate profitability with a mid-to-high-single digit EBITDAR margin. This improvement is expected to result from increased revenues from the introduction of additional capacity and premium seats with the 787-9 aircraft and the contract with Amazon. Nevertheless, uncertainties remain regarding revenue visibility for the Amazon contract, potential yield pressure from the 787s and slipping of A330F conversion and 787-9 deliveries. These factors could postpone the anticipated revenue contribution and the timeline for profitability. Regulatory Uncertainty Around Alaska Merger: Fitch views the Alaska/Hawaiian transaction as less likely to face significant scrutiny relative to the JetBlue/Spirit deal. Nevertheless, the current administration's conservative stance towards airline integration remains a risk. Unlike the JetBlue/Spirit transaction, Fitch believes there is a lower likelihood that the Alaska transaction will be viewed as a move to remove a lower-cost competitor from the market. The Hawaiian islands are also well served by other major U.S. carriers, potentially limiting the concern around consolidation. Maturity Wall in 2026: The majority of Hawaiian's debt, including the $1.2 billion loyalty notes and its 2013-1 EETCs, comes due in January 2026. Hawaiian standalone's ability to refinance will be heavily dependent on cash burn in 2024 and a turnaround in 2025. EETC Rating HA 2013-1 Class A Certificates Affirmation: The class A certificates' LTV well exceed 100% under Fitch's 'A' and 'BBB' level stress, due to weakness in the A330 values. The 'BB-' rating reflects Fitch's bottom-up approach and includes three-notch uplift from Hawaiian's 'B-' IDR. The transaction benefits from two notches of uplift for a medium/high affirmation factor and one notch for the presence of a liquidity facility. The medium/high affirmation factor reflects Fitch's expectation that Hawaiian will be reorganized in a bankruptcy scenario and that the A330s in the collateral pool is likely to be affirmed due to their relatively young age profile in the A330 fleet and a significant portion of Hawaiian's A330s is leased (50%). The low coupon rate of the EETC debt also contributes positively to the affirmation of the collateral. However, should the prospect of Hawaiian's liquidation become more probable in a theoretical bankruptcy situation, Fitch would potentially lower the affirmation factor assessment to reflect the diminished likelihood of reorganization. The affirmation factor is also negatively affected by Hawaii's plan to introduce 12 Boeing 787-9s with purchase rights for additional 8 aircraft, scheduled deliveries between 2024 to 2027. These fuel-efficient and long-range aircraft, which offer more premium seating options are strong substitutes to existing A330-200 aircraft in the fleet. DERIVATION SUMMARY Fitch compares Hawaiian with Spirit Airlines (CCC). Both Hawaiian and Spirit are burning cash and see outsized leverage as they deal with their own challenges. Hawaiian faces unrecovered revenues from Japan and Maui as well as temporary productivity challenges as it readies for Amazon cargo contract and integration of 787-9s into its fleet. Spirit incurs heavy losses due to an excess supply in the company's major leisure markets. Fitch expects both airlines to have leverage above 10x by 2025 and weak EBITDAR fixed charge coverage. Both Spirit and Hawaiian face refinancing risks of their loyalty notes which become due September 2025 and January 2026 respectively. Hawaiian is under a proposed merger with Alaska, which puts it in a more favorable path than Spirit. The merger potentially shifts refinancing risks from Hawaiian to Alaska. EETC: The 'BB-' rating on the HA 2013-1 class A certificates is multiple notches below the ratings on many similar class A certificates issued by other airlines. The notching differential is driven by the concentration and depressed values of the A330-200s included in the collateral pool and Hawaiian's lower corporate credit rating than its industry peers. KEY ASSUMPTIONS - ASM grows mid-single digits in 2024 and 2025, driven by the addition of 787s and the fully available A321neo fleet; - RASM increases low-single digits in 2024 and low-to-mid single digits in 2025 driven by improving neighbor island pricing environment, supportive domestic demand, and growing amount of premium capacity. RASM growth is limited by Hawaii's competitive market and weakness in international markets; - CASM-ex increases low-to-mid single digits in 2024, impacted by cost inflation, heavy maintenance events, and investments for Amazon and 787s. Unit cost is expected to decline in 2025 as revenue contribution from 787s and Amazon cargo become more material; - Capex at $550 million in 2024; - Fuel at 2.8/gallon flat throughout forecast. EETC: - Key assumptions within the rating case for the issuer include a harsh downside scenario in which Hawaiian declares bankruptcy, chooses to reject the collateral aircraft, and where the aircraft are remarketed in the midst of a severe slump in aircraft values. Hawaiian's bankruptcy is hypothetical, and is not Fitch's current expectation; - Fitch's analysis incorporates a 8% annual depreciation rate for Tier 3 aircraft. - Fitch's recovery analyses utilize Fitch's 'BB' level stress tests and include a full draw on liquidity facilities and assumptions for repossessions and remarketing costs. Aircraft Value Stresses - A330-200: A level stress at 45%, BBB level stress at 40%, and BB level stress at 35%. RECOVERY ANALYSIS Fitch's recovery analysis assumes that Hawaiian would be reorganized as a going concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim and assumes a bankruptcy scenario is driven by a combination of structural competition in Hawaii, prolonged economic downturn or elevated fuel prices. Fitch's estimate for the value available to the loyalty program and brand IP-backed creditors is based on an internally generated discounted cash flow analysis and assumes conservative future cash flows reflecting a materially shrinking customer base and a slow recovery post-bankruptcy. This analysis results in secured creditors receiving strong recovery in the 'RR2' band. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Expectations for EBITDA leverage to fall below 5x; - Success in operating 787-9s; - EBITDAR Fixed Charge Coverage moving toward 2x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - The announced merger is not approved by regulators or becomes less likely for other reasons; - Total liquidity falling below $500 million; - EBITDAR Fixed Charge Coverage sustained at or below 1x. EETC: Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive rating actions are unlikely at this time due to depressed values for the A330-200s Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Due to the sharp decline in appraised values for the A330s, the rating for the class A certificates are achieved via a bottom-up approach that acts as a rating floor. Should Fitch downgrade Hawaiian's IDR or change in assessment factor, the notes will be downgraded accordingly LIQUIDITY AND DEBT STRUCTURE Declining Liquidity: As of March 30, 2024, Hawaiian holds $1.1 billion of liquidity consisting of $897 million cash and short-term investments and a full availability on its $235 million revolver. The liquidity level reduced by approximately $480 million since year-end 2022, primarily due to operating losses and capital expenditure related to 787s. Despite sufficient liquidity in the very near term, cash burn and continued operational weakness into 2025 could increase liquidity risk, especially if the proposed merger with Alaska does not take place. Debt Maturities: Hawaiian's debt structure primarily consists of secured borrowings and aircraft-backed debt. The company's revolver matures in December 2025 and most its debt, including $1.2 billion loyalty debt and $163 million EETC debt, matures next in January 2026. The rest of Hawaiian's borrowing primarily consists of aircraft loan agreements secured by Boeing 717s, Japanese yen-denominated aircraft loans, capital leases on aircraft and loans under Payroll Support Programs. ISSUER PROFILE Hawaiian Holdings, Inc. (NYSE: HA) is the parent company of Hawaiian Airlines, Inc., Hawaii's largest airline. The company is solely dedicated to serving customers coming to and from Hawaii and those traveling between the islands of Hawaii. 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 ----------- ------ -------- ----- Hawaiian Holdings, Inc. LT IDR B- Rating Watch Maintained B- Hawaiian Brand Intellectual Property, Ltd. senior secured LT B+ Affirmed RR2 B+ Hawaiian Airlines, Inc. LT IDR B- Rating Watch Maintained B- HawaiianMiles Loyalty, Ltd. senior secured LT B+ Affirmed RR2 B+ Hawaiian Airlines 2013-1 Pass Through Trust senior secured LT BB- Affirmed BB- HERBALIFE LTD: S&P Affirms 'B' ICR, Off Watch Neg., Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based Herbalife Ltd. S&P said, "We also affirmed our 'B+' senior secured and 'B' senior unsecured issue-level ratings. Our '2' recovery rating on the senior secured debt (70%-90%; rounded estimate: 70%) and '4' recovery rating on the senior unsecured debt (30%-50%; rounded estimate: 35%) are unchanged. "We removed all ratings from CreditWatch, where we placed them with negative implications on March 20, 2024. "The stable outlook reflects our view that Herbalife can stabilize its business over the next few quarters and successfully execute its targeted cost-savings initiatives such that leverage sustains below 5x, while generating sufficient FOCF to address the $262 million outstanding on its 2025 notes and avoid the springing maturities." Herbalife successfully completed a $1.6 billion senior secured refinancing transaction, including $1.2 billion of senior secured debt and a $400 million revolver, albeit with high pricing, additional covenants, and increased contractual principal amortization. Assuming the bank facility maturities do not accelerate (which now is unlikely given the refinancing), Herbalife's nearest debt maturity is the $600 million notes ($262 million principal balance) due on Sept. 1, 2025. The next material debt maturities thereafter are not until 2028 and 2029. S&P said, "This significantly reduces near-term liquidity risk, in our view, given the challenges Herbalife has faced restoring volumes and distributor levels over the past two years, leading to historically low EBITDA and cash flow. Although we estimate the refinancing transaction was largely leverage neutral, we note that the pro forma borrowings on the upsized revolver were greater than expected due to high transaction costs, including original issue discounts (OID) and other fees. "The company repaid $300 million of the 2025 senior unsecured notes using a portion of the refinanced debt proceeds and thereafter repaid an additional $38 million post-transaction close using FOCF. We view this as a credit positive given the presence of springing maturities on both the revolver and term loan B (TLB) if the company is unable to reduce the outstanding amount on the 2025 notes down to $200 million by March 3, 2025, and June 2, 2025, respectively. While we expect interest expense in 2024 to be about $50 million greater than in 2023, we believe credit metrics will not be materially affected and project reported FOCF upwards of $100 million in 2024 and thereafter. "We forecast that Herbalife has sufficient liquidity to repay its remaining 2025 unsecured notes and avoid springing maturities. "The upsized $400 million revolving credit facility (RCF) and $400 million TLB are subject to springing maturities if the balance of the existing 2025 senior unsecured notes exceeds $200 million. We expect Herbalife will repay at least $62 million prior to March 3, 2025, using FOCF to avoid the spring maturities. Thereafter, we expect the company will have sufficient liquidity to repay the outstanding balance at maturity through excess FOCF and availability on the revolver. "We forecast Herbalife will maintain S&P Global Ratings-adjusted leverage below 5x despite weaker profitability in 2024. "We anticipate macroeconomic and geopolitical headwinds will pressure volumes in 2024, although we expect overall volume declines will lessen given increased investment in distributor recruitment and training initiatives. We expect growth in Asia-Pacific (APAC), its largest market, with solid revenue, volume, and overall member growth that will help to partially offset declining volumes and distributors in other key higher margin markets like the U.S. and Europe, the Middle East, and Africa (EMEA). "We note that overall volumes decreased about 3.6% in the first quarter of 2024 compared to a 14.5% decline in the same period the prior year. We forecast lower S&P Global Ratings-adjusted EBITDA in 2024 due to ongoing restructuring and reorganization costs of at least $60 million. Consequently, our base case assumes absolute adjusted EBITDA will decline by about 3% in 2024, and thereafter increase by about 10% in 2025 as one-time restructuring costs roll off and the company realizes operational efficiencies from its cost-savings initiatives, which--along with debt reduction--should support deleveraging in 2025." Herbalife's multilevel marketer business model and participation in the highly competitive weight management and nutritional products industry is a risk that may prevent deleveraging. The industry is characterized by low barriers to entry and numerous competitive formats, including similar weight loss products sold in brick-and-mortar stores by large consumer products companies, other direct sellers, increased e-commerce activity, diet pills, low-carb diets, self-help weight management services, mobile applications, subscription services, and services administered by doctors, nutritionists, and dieticians. Wider adoption of GLP-1 as a weight loss drug could also disrupt the broader weight management and nutrition industry. However, over the near term, we expect these risks will be contained to U.S. and European markets, which S&P estimates is less than 40% of Herbalife's total net revenues. As of March 31, 2024 overall volumes were down 5% compared to the first quarter of 2019 driven by North America (20% decline), EMEA (8% decline), Latin America (29% decline) and China (43% decline), and offset by volume growth in APAC (43%). Nevertheless, S&P's base case assumes the company's recent turnaround efforts will arrest further declines and stabilize the business. The stable outlook reflects S&P's view that Herbalife can stabilize its business over the next few quarters and successfully execute its targeted cost-savings initiatives such that leverage is sustained below 5x, while generating sufficient FOCF to address the $262 million outstanding on its 2025 notes and avoid the springing maturities. S&P could lower the rating if leverage weakens to above 5x. This could occur if: -- Herbalife cannot reenergize its distributor base, particularly the number and productivity of distributors through incentives and live events; -- It cannot offset macroeconomic challenges including higher raw material and labor costs, as well as foreign currency headwinds; -- Competition from weight-management-focused competitors escalate; or -- Investments in digital technology and reorganizational efforts do not lead to improved profitability. S&P could raise the rating if Herbalife sustains leverage comfortably below 5x while improving volumes and distributors in key markets. This could occur if: -- Solid sales growth returns, driven by favorable macroeconomic and geopolitical conditions; -- Herbalife effectively reenergizes its distributor base, particularly the number and productivity of distributors through incentives and events; and -- Investments in the transformation program, Herbalife One, and new reorganizational efforts are successful and lead to greater operating efficiency and cost savings. IGLESIA DE DIOS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Iglesia de Dios Pentecostes, Mision el Buen Samaritano 3700 Metzerott Road College Park, MD 20740 Business Description: The Debtor is a pentecostal church in College Park, Maryland. Chapter 11 Petition Date: May 13, 2024 Court: United States Bankruptcy Court District of Maryland Case No.: 24-14088 Debtor's Counsel: Michael A. Ostroff, Esq. MONTERO LAW GROUP, LLC 1738 Elton Road, Ste 105 Silver Spring, MD 20903 Tel: 301-588-8100 Fax: (301) 588-8101 Email: mostroff@monterolawgroup.com Total Assets: $5,829,100 Total Liabilities: $3,569,268 The petition was signed by Juan M. Flores as pastor/president. The Debtor indicated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RIGCAOY/Iglesia_de_Dios_Pentecostes_Mision__mdbke-24-14088__0001.0.pdf?mcid=tGE4TAMA IMAGEFIRST HOLDINGS: Moody's Ups CFR & Secured 1st Lien Debt to B2 ------------------------------------------------------------------ Moody's Ratings upgraded ImageFirst Holdings, LLC's, a Pennsylvania-based national provider of outsourced healthcare laundry and textile rental services, corporate family rating to B2 from B3 and its probability of default rating to B2-PD from B3-PD. At the same time, Moody's upgraded the company's senior secured first lien bank credit facilities (revolver and term loan) rating to B2 from B3. The outlook is stable. "The upgrade of the CFR to B2 from B3 underscores the company's strong business trajectory and successful strategy execution, leading to steady improvements in credit metrics and cash flows," said Moody's Assistant-Vice President Oleg Markin. "The company's strong sales pipeline and a new strategic focus on margin expansion position it well for the future," Markin added. Moody's projects that ImageFirst can maintain robust operating momentum over the next 12-18 months, with anticipated double-digit organic revenue growth and slightly higher profitability growth rates. In 2023, the company embarked on a digital transformation program to modernize its technology infrastructure. Changes were also made in functional leadership. Moody's anticipates further strengthening of the company's credit profile, with the debt-to-EBITDA ratio (Moody's adjusted) forecasted to fall to around 3.0 times over the next 12-18 months. With an anticipated improvement in credit metrics, Moody's expects re-leveraging risk to remain elevated given financial sponsor ownership but also considering current credit conditions. The B2 rating considers that ImageFirst will continue to scale up its business both organically and through tuck-in acquisitions, maintain good profitability, and sustain free cash flow-to-debt (Moody's adjusted) in the high-single digit percentages. RATINGS RATIONALE ImageFirst's B2 CFR reflects the company's established market position in the outsourced laundry and textile rental services, good revenue stability with a substantial share of recurring revenues, strong industry demand, and conservative credit metrics. The company faces little competition in the outpatient and specialty healthcare market, which commands premium service and pricing, and boasts relatively strong profitability metrics. Moody's believes ImageFirst has strong growth prospects over the next 12-18 months supported by the critical nature of its services and continued secular growth trends in healthcare spending. The company has a highly scalable business model with a diverse national customer base that has historically exhibited high renewal rates. The rating is also supported by Moody's expectation that ImageFirst will maintain good liquidity over the next 12-15 months. Image First's rating is constrained by the company's moderate operating scale, limited geographic and business line diversity, aggressive growth strategies, and limited track-record of free cash flow generation. The market is highly fragmented and competitive with multiple service providers, though most are smaller and regional. ImageFirst's governance risk will continue to remain high given financial sponsor ownership and acquisition appetite. Moody's expects the company will continue to seek accretive acquisitions that may be funded with an incremental debt. Moody's expects ImageFirst to maintain good liquidity over the next 12-15 months. Sources of liquidity consist of unrestricted balance sheet cash of around $15 million as of December 31, 2023, projected annual free cash flow of around $40 to $50 million over the next 12-15 months, and full availability under the company's $65 million revolving credit facility due April 27, 2028. These sources provide good liquidity to service approximately $3.7 million of required annual amortization payments under the existing term loan. There are no financial maintenance covenants under the term loan, but the revolver is subject to a springing maximum first lien net leverage ratio of 7.7x if the amount drawn exceeds more than 35% ($22.75 million) of the revolving credit facility. The company is expected to maintain covenant compliance over the next 12-15 months if the covenant is measured. The stable outlook reflects Moody's expectations that ImageFirst's revenue and EBITDA will expand at double-digit percentage rate over the next 12-18 months, debt-to-EBITDA (Moody's adjusted) declines to about 3.0 times by the end of 2025, and the company maintains good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company meaningfully expands its scale and commits to a more balanced financial policy while maintaining at least good liquidity. The ratings could also be upgraded if Moody's expects the company to maintain debt-to-EBITDA (Moody's adjusted) below 3.0 times and free cash flow-to-debt (Moody's adjusted) above 10%. The ratings could be downgraded if revenue or profitability growth rates are materially lower than projected, the company adopts more aggressive financial policy, or sustains low or negative free cash flow. Quantitatively, the ratings could be pressured if the company's debt-to-EBITDA (Moody's adjusted) trends towards 5.5 times, or EBITA-to-interest expense (Moody's adjusted) falls below 2.0 times on sustained basis. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ImageFirst, headquartered in King of Prussia, PA and controlled by affiliates of private equity sponsor Calera Capital Advisors L.P. ("Calera Capital"), is a national provider of outsourced healthcare laundry and textile rental services largely to the outpatient and specialty healthcare market in the United States. Moody's expects annual revenues to approach $700 million in 2024. In June 2023, Calera Capital executed a secondary trade of shareholding in ImageFirst, selling its equity interest to a new single-asset continuation fund affiliated with the company of approximately $750 million. Managed by Calera, the continuation fund is supported by new and returning limited partners and anchored by funds managed by Goldman Sachs Asset Management, Blackstone Strategic Partners, TPG GP Solutions, and Portfolio Advisors. There was no triggering event for a change of control under the credit agreement. INSEEGO CORP: In Talks to Refinance Note, Has Going Concern Doubt ----------------------------------------------------------------- Inseego Corp. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. As of March 31, 2024, Inseego had available cash and cash equivalents totaling $12.3 million and working capital of $3.6 million. The Company's Credit Facility, which had an outstanding balance of $4.7 million as of March 31, 2024, was voluntarily paid-off and terminated by the Company effective April 18, 2024. The Company generated positive cash flow from operations both for the year ended December 31, 2023 and in the three months ended March 31, 2024. In April 2024, the Company received a $15 million upfront payment from a customer in connection with a two-year service contract. Based on these factors, and to reduce financing costs, the Company voluntarily paid-off and terminated the Credit Facility effective April 18, 2024. These factors have had a positive impact on its liquidity. The Company's 3.25% convertible senior notes due in May 2025 have a principal balance of $161.9 million and matures on May 1, 2025. The Company's intention is to restructure or refinance the 2025 Notes, and the Company is in active negotiations to do so, however there can be no assurance that any required or desired restructuring or financing will be available on terms favorable to the Company, or at all. As the refinancing of the 2025 Notes cannot be assured, accounting guidance requires disclosure that this raises substantial doubt about the Company's ability to continue as a going concern within the next 12 months. While the Company's liquidity has had several positive developments recently, the Company has a history of operating and net losses and overall usage of cash from operating and investing activities. The Company's ability to attain profitable operations and continue to generate positive cash flows is dependent upon achieving a level and mix of revenues adequate to support its evolving cost structure. In order to effect a restructuring or refinancing of the 2025 Notes, or if events or circumstances occur such that the Company does not meet its operating plan as expected, or if the Company becomes obligated to pay unforeseen expenditures as a result of potential litigation or otherwise, the Company may be required to raise capital, reduce planned research and development activities, incur additional restructuring charges or reduce other operating expenses and capital expenditures, which could have an adverse impact on the Company's ability to achieve its intended business objectives. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/364jutw8 About Inseego San Diego, Calif.-based Inseego Corp. is in the design and development of cloud-managed wireless broadband and intelligent edge solutions. As of March 31, 2024, the Company has $122.1 million in total assets, $227.7 million in total liabilities, and $105.6 million in total stockholders' deficit. INVIVO THERAPEUTICS: Unsecureds to Recover 100% in Liquidating Plan ------------------------------------------------------------------- InVivo Therapeutics Corporation and InVivo Therapeutics Holdings Corp. filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for the Joint Plan of Liquidation dated April 29, 2024. The Debtors are a research and clinical-stage biomaterials and biotechnology company with a focus on treatment of spinal cord injuries ("SCI"), with the goal of developing treatment options intended to provide meaningful improvement in patient outcomes following SCI. As of the Petition Date, the Debtors held approximately $5.4 million in cash in its deposit and investment accounts, consistent with the manner in which it has held its cash through its historic practices. As the Debtors have no debt for borrowed funds, there are no liens on any of the Debtors' cash, and no person or entity can claim that the Debtors' cash is collateral for any indebtedness. Beginning in March of 2023, the Debtors began exploring strategic alternatives to maximize value for all stakeholders, including marketing efforts for the NSS Implant and the exploration of a sale of the Debtors' entire business as well as other possible in licensing and program acquisition opportunities that could provide a path forward for the company. In order to maximize the outreach to potential purchasers of its assets, on July 12, 2023, the Debtors retained SSG Advisors, LLC as investment banker to continue the marketing process previously commenced by the Debtors. Pursuant to the terms of its engagement by the Debtors, SSG was tasked with initiating and conducting discussions with prospective purchasers and investors in connection with any sale transaction, and advising the Debtors in any related negotiations. The Debtors filed the Chapter 11 Cases to engage in a process to sell substantially all of its assets so that it could maximize the value of their Estates for the benefit of all of its constituents. Pursuant to the Bid Procedures Order, SSG continued to market the Debtors' assets. Ultimately, the Debtors did not receive any Qualified Bids for their assets. The Debtors and SSG continue to market the Debtors' assets and reserve the right to seek approval of a sale transaction in the future. The Debtors propose to liquidate under chapter 11 of the Bankruptcy Code. Under chapter 11, a debtor may reorganize or liquidate its businesses for the benefit of its stakeholders. The consummation of a chapter 11 plan of liquidation is the principal objective of these Chapter 11 Cases. A chapter 11 plan sets forth how a debtor will treat claims and equity interests. Generally speaking, the Plan: * provides the vesting of all Assets, Available Cash and Retained Causes of Action (including Avoidance Actions) in the Liquidation Trustee, for the purpose of distribution to holders of Claims; * designates a Liquidation Trustee to wind down the Debtors' affairs, sell any remaining Assets, prosecute, continue or settle certain Retained Causes of Action, pay and reconcile Claims and Interests, and administer the Plan and Liquidation Trust in an efficacious manner; and * provides for 100 percent recoveries for holders of Administrative Claims, Secured Tax Claims, Priority Tax Claims, Other Priority Claims, Other Secured Claims, General Unsecured Claims and ARE Subordinated Claims. Class 4 consists of General Unsecured Claims. Except to the extent that a holder of an Allowed General Unsecured Claims agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, and release of each Allowed General Unsecured Claim, each holder of such Allowed General Unsecured Claim shall receive its pro rata share of the Beneficial Trust Interests, which Beneficial Trust Interests shall entitle the holders thereof to receive their pro rata share of the Liquidation Trust Assets. The allowed unsecured claims total $1,995,667.58. This Class will receive a distribution of 100% of their allowed claims. This Class is impaired. Class 6 consists of Interest Holders. Only upon satisfaction in full of all Allowed Class 5 ARE Subordinated Claims and except to the extent that a holder of an Allowed Interest agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, and release of each Allowed Interest, each holder of such Allowed Interest shall receive its pro rata share of the Beneficial Trust Interests, which Beneficial Trust Interests shall entitle the holders thereof to receive their pro rata share of the Liquidation Trust Assets. Distributions under the Plan on account of the Beneficial Trust Interests will be funded by the Liquidation Trust Assets. All other distributions under the Plan, other than distributions on account of Beneficial Trust Interests, will be funded by the Liquidation Trust Claims Reserve, or the Professional Fee Claims Reserve. On the Effective Date, the Debtors shall fund the Liquidation Trust Claims Reserve, the Liquidation Trust Expense Reserve, and Professional Fee Claims Reserve, in full in Cash. Distributions under the Plan on account of the Beneficial Trust Interests will be funded by the Liquidation Trust Assets. All other distributions under the Plan, other than distributions on account of Beneficial Trust Interests, will be funded by the Liquidation Trust Claims Reserve, or the Professional Fee Claims Reserve. On the Effective Date, the Debtors shall fund the Liquidation Trust Claims Reserve, the Liquidation Trust Expense Reserve, and Professional Fee Claims Reserve, in full in Cash. A full-text copy of the Disclosure Statement dated April 29, 2024 is available at https://urlcurt.com/u?l=GxDm3O from PacerMonitor.com at no charge. Counsel to the Debtors: Matthew B. McGuire, Esq. Joshua B. Brooks, Esq. George A. Williams III, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4416 Email: mcguire@lrclaw.com brooks@lrclaw.com williams@lrclaw.com About Invivo Therapeutics Corporation InVivo Therapeutics Corporation and InVivo Therapeutics Holdings Corp. are a research and clinical-stage biomaterials and biotechnology company with a focus on treatment of spinal cord injuries. The Debtors concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10137) on Feb 1, 2024. The petitions were signed by Richard Christopher as chief financial officer. As of Sept. 30, 2023, the Debtors reported $9,584,000 in total assets and $666,000 in total liabilities. Judge Mary F. Walrath presides over the cased. The Debtors tapped Matthew B. McGuire, Esq., and Joshua B. Brooks, Esq., at Landis Rath & Cobb, LLP as banrkuptcy attorneys; Sonoran Capital Advisors, LLC as financial advisor; and SSG Advisors, LLC as investment banker. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. JIMMY MOTOR: Unsecureds to Get Share of Income for 3 Years ---------------------------------------------------------- Jimmy Motor Car Company, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated April 29, 2024. The Debtor is a limited liability company created in September 2019 with its principal place of business at 6113 E Colonial Drive, Suite A, Orlando, Florida 328047. The Debtor is a vehicle sales retailer selling family and luxury cars, sports utility vehicles and trucks to the greater Orlando area. In late 2022, the Debtor began suffering from a cash crunch. From late 2022 through early 2024, the Debtor began relying on merchant cash advance loans for cash flow ("MCA Loans"). These MCA Loans are "repaid" via a required non-revocable ACH from the Debtor's accounts, even when payments are disputed. The Debtor took out approximately $1,219,000.00 in MCA Loans and has repaid (voluntarily and involuntarily) close to $1,600,000.00 to the MCA Lenders. However, the MCA Lenders allege that there are still significant balances due. The ACH automatic debits turned a molehill into a mountain, sweeping funds out of the Debtor's accounts that should have been used to pay off floorplan lenders on cars sold. The Debtor is "out of trust" with some floorplan lenders. The Debtor filed the instant case to preserve the going concern value of its business operations, to restructure its debt obligations, and ultimately allow for a successful reorganization for all stakeholders. The Debtor intends to move from a floorplan model of selling vehicles to an entirely consignment model. Class 4 consists of all Allowed General Unsecured Claims against the Debtor. In full satisfaction of the Allowed Class 4 General Unsecured Claims, Holders of Class 4 Claims shall receive a pro rata share of Debtor's projected Disposable Income for 3 years following the Effective Date. The first distribution will occur on the close of the calendar quarter following the Effective Date and each subsequent quarter for a total of 12 total quarters. In addition to the quarterly distributions outlined herein, Class 4 Claimholders shall also receive a pro rata share of the net proceeds recovered from all Causes of Action after payment of professional fees and costs associated with such collection efforts, and after Administrative Claims and Priority Claims are paid in full. Debtor anticipates filing preference litigation against various MCA lenders, worth over $200,000.00. The maximum Distribution to Class 4 Claimholders shall be equal to the total amount of all Allowed Class 4 General Unsecured Claims. Class 4 is Impaired. Class 5 consists of all equity interests in the Debtor. Junaid Iqbal is the 100% owner of the Debtor. The Class 5 Interest Holder shall retain his respective Interest in the Debtor, in the same proportion such Interest were held as of the Petition Date. Class 5 is Unimpaired. The Plan contemplates the Debtor will continue to manage and operate its business in the ordinary course, but with restructured debt obligations. It is anticipated the Debtor's post-confirmation business will mainly involve continued operations, the income from which will be committed to make the Plan Payments. Funds generated from the Debtor's operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Subchapter V Plan dated April 29, 2024 is available at https://urlcurt.com/u?l=fki1Jv from PacerMonitor.com at no charge. The Debtor's Counsel: Justin M. Luna, Esq. Benjamin R. Taylor, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com About Jimmy Motor Car Company Jimmy Motor Car Company, Inc. is a full-service used car dealer in Orlando, Fla. Its used car inventory includes Acura, Audi, BMW, Cadillac, Chevrolet, Dodge, Ford, GMC, Honda, Hyundai, INFINITI, Jeep, Kia, Land Rover, Lexus, Lincoln, Mazda, Mercedes-Benz, MINI, Mitsubishi, Nissan, Scion, Toyota and Volkswagen. Jimmy Motor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00423) on January 30, 2024, with $1 million to $10 million in both assets and liabilities. Junaid Iqbal, president, signed the petition. Judge Lori V. Vaughan oversees the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. KINETIK HOLDINGS: Moody's Affirms Ba1 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings affirmed Kinetik Holdings LP's Corporate Family Rating at Ba1, Probability of Default Rating at Ba1-PD and backed senior unsecured bonds ratings at Ba1. The Speculative Grade Liquidity (SGL) rating was downgraded to SGL-2 from SGL-1. The outlook remains stable. Kinetik will acquire Durango Permian LLC (Durango) from an affiliate of Morgan Stanley Energy Partners for a base purchase price of $765 million plus contingent consideration. This amount is comprised of $315 million in cash and 3.8 million Kinetik Class C common stock at close (about $150 million), plus 7.7 million shares payable in July 2025 (about $300 million). There is up to $75 million of contingent consideration payable within three months after a new plant under construction enters service. This amount is subject to adjustment if construction costs are higher than Durango budgeted. This acquisition is expected to close in the second quarter of 2024, subject to regulatory review. In a separate transaction, Kinetik entered into a new 15-year natural gas gathering and processing agreement with one of its largest customers. Furthermore, Kinetik will sell its 16% equity interest in Gulf Coast Express pipeline (GCX) to an affiliate of ArcLight Capital Partners LLC for $540 million. This amount is comprised of a base purchase price of $510 million in cash, plus $30 million of deferred cash payable upon a final investment decision on an expansion project. This sale is expected to close within the next few weeks. "The affirmation of Kinetik's ratings and stable outlook reflects Moody's expectation for leverage to decline as the company grows EBITDA, supported by the acquisition of Durango, significant capital investments in 2023, and a new organic growth project with a large customer, partially funded by the company's sale of its equity interest in Gulf Coast Express pipeline," commented Jonathan Teitel, a Moody's Vice President and Senior Analyst. RATINGS RATIONALE Kinetik's acquisition of Durango increases the company's natural gas midstream infrastructure in the Delaware Basin, doubling gathering pipelines, growing processing capacity, and adding numerous customers. Durango has about 220 MMcf/d of existing processing capacity and has a new processing facility with capacity of 200 MMcf/d under construction with an in-service date in April 2025. When this new processing facility enters service, Moody's expects the EBITDA contribution from Durango will increase meaningfully. The sizable equity component in the acquisition consideration combined with the cash proceeds from the GCX sale have reduced leverage on a pro forma basis providing more capacity to fund growth. In a separate transaction, Kinetik will benefit from its new 15-year contract for gas gathering and processing services with one of its largest customers, which has a sizable presence in Eddy County, New Mexico. Capital expenditures for this project are about $200 million through 2026. The contract is expected to start generating EBITDA from gathering services by the end of 2024 and add processing services in the second quarter of 2025. Cash proceeds from Kinetik's sale of its equity interest in GCX offset cash needs for the acquisition and organic growth project. Kinetik's Ba1 CFR reflects the company's large scale of its integrated midstream platform, moderate leverage, conservative financial policies, and successful operational and financial track record since its formation via the combination of businesses in February 2022 that provided economies of scale. The company is concentrated in a single basin, the Delaware Basin, which exposes it to basin-specific event risks including production, transportation (including potential takeaway constraints), and weather-related disruptions, but this is a highly economic oil-producing region in the US that supports growth. Roughly 70% of the business is gathering and processing, but the company also still has meaningful transportation and storage assets. The company derives the vast majority of its gross profit from fixed-fee contracts, which limits Kinetik's direct commodity price exposure. The company is exposed to volume risks, though a portion of its cash flow is supported by take-or-pay contracts. For the relatively small portion of gross profit that is directly linked to commodity prices, Kinetik hedges a meaningful portion of the exposure. A portion of EBITDA is derived from joint ventures which own pipelines operated by third parties that link the Permian Basin and Gulf Coast, a key end market for volumes on the company's systems. Kinetik's SGL-2 rating reflects Moody's expectation for Kinetik to maintain good liquidity. Liquidity is supported by proceeds from the sale of the company's equity interest in GCX which will be used toward the Durango acquisition and reinvested in the business. Beginning with the first quarter of 2024, all shareholders are eligible to receive cash dividends since the core shareholder dividend reinvestment obligations have concluded. As a result, Moody's expects dividends that are paid in cash to increase meaningfully. As of March 31, 2024, Kinetik had $547 million of borrowings outstanding on its $1.25 billion revolver due June 2027. The revolver and term loan have a maximum net leverage ratio of 5x (except during certain designated acquisition periods when the maximum is 5.5x). Moody's expects Kinetik to maintain compliance with this covenant. Kinetik's senior unsecured notes due 2028 and 2030 are rated Ba1, the same as the CFR, because all of the debt is unsecured. Other debt includes a senior unsecured term loan due 2026 (unrated) and senior unsecured revolver due 2027 (unrated). The notes, revolver, and term loan are guaranteed by Kinetik Holdings Inc. (Kinetik's parent company). The stable outlook reflects Moody's expectation for Kinetik's leverage to continue declining with rising EBITDA based on the announced transactions and organic growth, while the company maintains good distribution coverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include continued growth in scale and strengthening of the business profile through reduced volume risk and improvement of cash flow stability, maintenance of debt/EBITDA below 3.5x, good distribution coverage and sustaining EBITDA over $1 billion. Factors that could lead to a downgrade include debt-funded acquisitions; aggressive increases in shareholder returns; weakening of business profile, such as increased volume or commodity price risks; or debt/EBITDA above 4.5x. Kinetik Holdings LP, headquartered in Texas, is a wholly owned subsidiary of publicly traded Kinetik Holdings Inc. Kinetik is a midstream energy company focused on the Delaware Basin and it derives the vast majority of EBITDA from natural gas gathering, processing and transportation services. The company's largest shareholders are Blackstone and I Squared Capital. The principal methodology used in these ratings was Midstream Energy published in February 2022. LA TOOL: Unsecureds Will Get 5% of Claims over 60 Months -------------------------------------------------------- LA Tool, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Small Business Plan of Reorganization dated April 29, 2024. The Debtor is a specialized manufacturing company which performs specific operations in the thermoset injection molding and compression molding manufacturing process employed by its affiliated entity, Latrobe Associates, Inc. The Debtor is Pennsylvania corporation with its Chief Executive Officer, Bradley Jackovitz, as its sole shareholder. The Debtor employs approximately 15 individuals who are subcontracted to Latrobe Associates, Inc. Since the filing of the bankruptcy, the Debtor has or will surrender the Bobcat Model T450 which was fully encumbered by liens on title held by secured creditor Wells Fargo Vendor Financial Services, LLC. The impetus for the Debtor's filing was the maturity of its line of credit with First National Bank and the default of loans obligations owed to First Commonwealth Bank by its affiliated entity, Latrobe Associates, Inc. for which Debtor's assets were pledged. In order to stay an action on its assets and preserve its cash flow, Debtor filed its Chapter 11 case. Class 7 consists of General Unsecured Claims. * Undisputed, known Class 7 General Unsecured Claims total $203,727.56. The Debtor shall make distribution of $169.77 per month that shall be divided and paid pro-rata to all allowed Class 7 claims. Payments shall begin on or before the last day of the month of the month following the effective date of the Plan. Subsequent payments shall be made by the Debtor on or before the last day of the month every month thereafter for a total of 60 payments. Total payment to Class 7 creditors shall be $10,186.38, which will pay all allowed and currently know General Unsecured Creditors approximately 5% of their allowed claims. * Disputed Class 7 claims will not receive any distributions pursuant to the Plan. Bradley Jackovitz will continue to be the 100% shareholder of the Debtor. The Debtor intends to implement the Plan and fund it through ongoing revenue of the Debtor's specialized plastics manufacturing business. The Debtor's financial projections demonstrate the Debtor's ability to make all future Plan payments in the aggregate amount of $497,049.60 during the Plan term (the "Plan Funding"). Plan Funding is in an amount equal to the Debtor's disposable income as defined in Section 1191(d) of the Bankruptcy Code. The final Plan payment is expected to be paid on 61 months after the Plan Confirmation Date. A full-text copy of the Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=eNLqiq from PacerMonitor.com at no charge. Counsel to the Debtor: Gregory C. Michaels, Esq. DICKIE MCCAMEY & CHILCOTE, P.C. TWO PPG PLACE, SUITE 400 PITTSBURGH, PA 15222-5402 Phone: (412) 392-5355 Email: gmichaels@dmclaw.com About LA Tool, Inc. LA Tool, Inc., is engaged in the business of plastic product manufacturing. LA Tool, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-22653) on Dec. 10, 2023. The petition was signed by Matthew Redmond as chief financial officer. At the time of filing, the firm estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Jeffery A. Deller oversees the case. Gregory C. Michaels, Esq. at DICKIE MCCAMEY & CHILCOTE, P.C. represents the Debtor as counsel. LAREDO HOUSING: S&P Affirms 'CC' Long-Term Rating on Revenue Bonds ------------------------------------------------------------------ S&P Global Ratings revised its outlook to negative from stable on Laredo Housing Finance Corp., Texas' series 1994 single-family mortgage revenue bonds. At the same time, S&P affirmed its long-term rating on the bonds at 'CC'. "The negative outlook reflects our view that the rating is likely to be lowered to 'D' within the 12-month outlook horizon based on our estimate that the bonds will default on the debt service payment as soon as Oct 1, 2024, and likely by April 1, 2025," said S&P Global Ratings credit analyst Caroline West. Ginnie Mae mortgage-backed pass-through certificates secure the bonds. The bonds were previously also secured by Fannie Mae mortgage-backed pass-through certificates, which have matured. "The negative outlook is based on our opinion that the credit condition of the transaction is commensurate with the 'CC' rating, given our view of the virtual certainty of default by the April 1, 2025, debt service payment, based on our calculations," added Ms. West. LATROBE ASSOCIATES: Unsecureds Will Get 5% of Claims over 60 Months ------------------------------------------------------------------- Latrobe Associates, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Plan of Reorganization for Small Business dated April 29, 2024. The Debtor is a distinguished custom thermoset plastic molding company doing business as Westmoreland Plastics Company. The Debtor has been in the business of thermoset injection molding and compression molding manufacturing since the 1950s operating out of its facility located at 135 Gertrude Street, Latrobe, Pennsylvania. Since the filing of the bankruptcy, the Debtor has or will surrender the 2022 Ford F-150 which was fully encumbered by liens on title held by secured creditor Ally Bank. The impetus for the Debtor's filing was default on its loans and its line of credit with First Commonwealth Bank. Prior to filing, Debtor had pursued refinancing of its obligations with First Commonwealth Bank through other financial institutions. In order to stay an action on its assets and preserve its cash flow, Debtor filed its Chapter 11 case. Class 9 consists General Unsecured Claims. Undisputed known Class 9 General unsecured Claims total $914,565.23. The Debtor shall make distribution of $762.13 per month that shall be divided and paid pro-rata to all allowed Class 9 claims. Payments shall begin on or before the last day of the month of the month following the effective date of the Plan. Subsequent payments shall be made by the Debtor on or before the last day of the month every month thereafter for a total of 60 payments. Total payment to Class 9 creditors shall be $45,728.26 which will pay all allowed and currently known General Unsecured Creditors approximately 5% of their allowed claims. Disputed Class 9 claims will not receive any distributions pursuant to the Plan. Class 10 consists of Equity Interest Holders. Bradley Jackovitz will continue to be the 100% shareholder of the Debtor. The Debtor intends to implement the Plan and fund it through cash flow from its operations. A full-text copy of the Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=LYas98 from PacerMonitor.com at no charge. Counsel to the Debtor: Gregory C. Michaels, Esq. DICKIE MCCAMEY & CHILCOTE, P.C. TWO PPG PLACE, SUITE 400 PITTSBURGH, PA 15222-5402 Phone: (412) 392-5355 Email: gmichaels@dmclaw.com About Latrobe Associates, Inc. Latrobe Associates is a custom manufacturer of thermoset and thermoplastic molded components. Latrobe Associates, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-22612) on Dec. 1, 2023. The petition was signed by Matthew Redmond as chief financial officer. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Jeffery A. Deller oversees the case. Gregory C. Michaels, Esq. at Dickie, Mccamey & Chilcote, PC represents the Debtor as counsel. LENDINGTREE INC: Moody's Ups CFR to B3 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings upgraded LendingTree, Inc.'s corporate family rating to B3 from Caa1. The B3 first lien senior secured credit facility rating and Caa1-PD probability of default rating were both affirmed. The outlook was changed to stable from negative. The speculative grade liquidity (SGL) rating was upgraded to SGL-3 from SGL-4. The upgrade of the CFR and stable outlook reflects Moody's expectation that leverage will decline to the 7x range in 2024 as a result of improved operating performance led by the insurance business and additional debt repayment. LendingTree's new $175 million first lien senior secured term loan ($125 million drawn with a $50 million delay draw facility (not rated)) increases the ability to repay a significant portion of the 0.5% convertible note ($246 million as of April 30, 2024) due in July 2025. The remaining portion of the convertible note (not rated) is likely to be repaid from cash on the balance sheet ($231 million as of Q1 2024 which includes proceeds from the new $125 million term loan) and free cash flow (FCF) going forward. While the new term loan helps address the convertible note maturity, the interest expense is significantly higher (approximately $18 million more when fully drawn) and the new term loan has a 10% annual amortization payment if EBITDA is below specified levels (as defined in the credit agreement) that will limit cash flow going forward. The existing bank credit facility rating was affirmed at B3 despite the upgrade of the CFR as the debt structure will likely be all first lien secured debt after the convertible notes are repaid and the credit facility ratings will no longer benefit from the lift provided by the unsecured convertible notes. The Caa1-PD PDR was affirmed as the new term loan has financial maintenance covenants whereas the existing term loans were covenant lite. Governance considerations were a key driver of the rating action as LendingTree raised additional debt to help address upcoming debt maturities and improve liquidity. RATING RATIONALE LendingTree's B3 CFR reflects the very high pro forma leverage level (10.2x as of Q1 2024 including Moody's lease adjustments) as well as Moody's projections that leverage will decrease to the 7x range in 2024 from continued debt reduction and improved operating performance. LendingTree benefits from its position in the financial services marketplace with good brand recognition. The company has a diversified business across 3 segments -- home (mortgage loans, mortgage refinancing, home equity loans), consumer (credit cards, personal loans, small business loans and other services) and insurance (auto, home, health and Medicare). The diversified offerings increase the potential for performance in one segment to offset weakness in another division during more typical economic conditions. While Moody's expects continued growth in financial technology as consumers perform more traditional financial transactions online and through mobile devices, the competitive environment will remain at very high levels. High inflation and interest rates as well as weak economic growth have pressured LendingTree's consumer, home and insurance segments. The consumer division was hurt by tightening credit standards and weak economic growth while the home segment has been negatively impacted by the rapid rise in interest rates which reduced home refinancing and demand for new mortgages. Performance in the insurance segment was affected by high inflation rates and elevated claim levels which caused insurance companies to be more conservative in pursuing new business. The consumer and home segment are likely to remain under pressure until interest rates start to decline, but the company will continue to carry out operating initiatives to improve performance. The insurance segment has recovered strongly in recent periods and will be a key driver of improved operating performance in 2024 as insurance companies become more aggressive in underwriting new polices given a more favorable insurance environment. The home and consumer businesses would benefit from any reduction in interest rates going forward, but would be negatively impacted by any unexpected rise in interest rates. LendingTree operates in a highly competitive environment and will need to continue to adapt to existing and new competitive products on an ongoing basis. The large stock-based compensation expense ($36 million LTM Q1 2024 which Moody's includes as an expense) increases leverage significantly, but also supports the company's operating cash flow. A significant portion of costs are related to selling and marketing, leading to low margins. While marketing expenses are variable and can be cut back significantly when demand is weak, Moody's expects spending to increase in 2024 as demand improves which will limit significant profit margin improvement. The stable outlook for LendingTree reflects the improving operating environment driven primarily by strength in the insurance segment. Moody's expects leverage to decrease to the 7x range in 2024 driven by EBITDA growth in the mid teens percentage range and from the repayment of the convertible notes from cash on the balance sheet and FCF. Despite improved operating performance in 2024, excess cash will be limited by the higher interest rates and amortization payments on the new term loan facility. LendingTree's Speculative Grade Liquidity (SGL) rating of SGL-3 reflects the adequate liquidity position following the new $175 million term loan due 2031 ($125 million drawn with a $50 million delay drawn term loan). Cash on the balance sheet is $231 million as of Q1 2024 and includes proceeds from the $125 million drawn on the new term loan, but Moody's expects a significant portion will be used in the near term for the repayment of the convertible notes that mature in July 2025. LendingTree currently has limited access to an undrawn $200 million revolver due 2026 as the maximum first lien net leverage covenant takes effect when more than $20 million is drawn. Moody's projects FCF as a percentage of debt (6% LTM Q1 2024) will remain in this range as EBITDA growth is partially offset by higher interest rates on the new term loan (approximately $18 million when fully drawn). Cash flow will be further constrained by the 10% annual amortization on the new term loan ($17.5 million when fully drawn if EBITDA is below specified levels (as defined in the credit agreement) in addition to the required $2.5 million on the existing term loan due 2028) which is not included in Moody's FCF calculation. The existing term loan is covenant lite, but the new term loan is subject to quarterly financial covenants that include a requirement for the Company to have a minimum cash balance of $40.0 million and minimum Consolidated EBITDA (as defined in the new term loan agreement dated March 27, 2024). The revolver is subject to a maximum first lien net leverage covenant of 2.5x when more than $20 million is drawn. Moody's expects LendingTree's financial covenant ratio to be above the maximum leverage requirement which will limit availability of the revolver to $20 million in 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING A ratings upgrade could occur if LendingTree's leverage was expected to be well below 6x with sustained revenue growth and EBITDA margin expansion. A good liquidity position with FCF as a percentage of debt in the mid-teens would also be required. In addition, all approaching debt maturities would need to be refinanced well in advance of maturity. A ratings downgraded could occur if LendingTree is unable to improve operating performance due to economic conditions or lost market share as a result of a highly competitive environment that led to leverage remaining above 8x. A ratings downgrade could also occur if LendingTree's liquidity positioned deteriorated due to negative FCF or as a result of the inability to refinance approaching debt maturities in a timely manner. LendingTree, Inc., headquartered in Charlotte, North Carolina, operates a leading online marketplace platform connecting consumers with financial services, including home, personal, small business loans, insurance, credit cards as well as other services. Revenue for the LTM period ended Q1 2024 was approximately $640 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. LIFEPOINT HEALTH: Moody's Rates New $500MM Incremental Loan 'B2' ---------------------------------------------------------------- Moody's Ratings assigned a B2 rating to Lifepoint Health, Inc.'s new $500 million incremental backed senior secured term loan B due in 2031 and Caa2 to the new backed senior unsecured notes due in 2032. There are no changes to the existing ratings including the B3 Corporate Family Rating, the B3-PD Probability of Default Rating, the existing B2 rating on the backed senior secured term loan B, the B2 rating on the senior secured notes, and the Caa2 senior unsecured ratings for the 2029 unsecured notes. The rating on the 2026 senior unsecured notes will be withdrawn upon close of the transaction. The outlook is unchanged at stable. Proceeds from the new $500 million incremental senior secured term loan B due in 2031 and $800 million senior unsecured notes will be used to repay Lifepoint Health, Inc.'s existing 9.75% senior unsecured notes due in 2026, and for general corporate purposes. The new senior secured term loan B and notes will extend the maturities on a portion of Lifepoint's existing debt. The transaction itself is largely leverage neutral. RATINGS RATIONALE Lifepoint's B3 CFR reflects the company's elevated financial leverage, with debt to EBITDA at 6.6x LTM March 31, 2024. Moody's expects some improvement in Lifepoint's leverage and cash flow as labor pressures continue to abate. This reflects declining use of contract labor and changing segment mix with a higher percentage of behavioral health that carries higher margins. Moody's believes Lifepoint's combination of acute care, rehabilitation and behavioral health supports solid organic growth with many opportunities for expansion with acute care hospitals serving as referral source to its other business lines. Lifepoint's rating is also supported by the company's large scale and good geographic diversity. Moody's expects Lifepoint will maintain good liquidity for the next year. The company reported $120 million of cash as of March 31, 2024 which together with revolver availability provides a buffer against negative free cash flow. The company's $800 million ABL revolver (unrated, expiring in January 2028), has about $290 million used as of March 31, 2024. The company's senior secured term loans and senior secured notes are rated B2, one notch higher than the B3 corporate family rating. The notching reflects the secured debt effective subordination to the asset-based revolver which has a first lien on certain accounts receivable. The secured debt benefits from the material level of junior capital provided by the $1.3 billion of unsecured debt. The Caa2 rating on the company's unsecured notes is two notches below the B3 corporate family rating and reflects their effective subordination to a material level of secured debt. In the stable outlook, Moody's forecasts that margins will improve resulting from a lower use of contract labor and change in service offering mix with the higher margin behavioral health and rehabilitation segments. Moody's also anticipates that capital expenditures will decline as IT upgrades and existing facility improvements are completed. Lifepoint's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. This reflects Lifepoint's exposure to social risk considerations (S-4) and governance risk considerations (G-4). As a healthcare services provider, Lifepoint has exposure to responsible production risk, which considers the company's potential liability related to patient care. In addition, Lifepoint has exposure to human capital, as the company relies on highly specialized labor to provide its services. The company is also exposed to societal and demographic trends such as changes in reimbursement rates by its payors, which include government payors, as well as a push towards reducing overall healthcare costs. Governance risk considerations reflect Lifepoint's exposure to aggressive financial strategy and limited track record since its acquisition of Kindred Healthcare, LLC and subsequent spin-off of ScionHealth in December 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if Lifepoint improves profitability and maintains balanced financial policies and good liquidity. Ratings could be upgraded if debt/EBITDA is sustained at 6 times. Moody's could downgrade the ratings if the company's liquidity weakens or if the operating environment weakens significantly including ongoing margin pressure. Ratings could be downgraded if financial policies become more aggressive including debt-financed dividends or leveraging acquisitions. Lifepoint Health, Inc., headquartered in Brentwood, Tennessee, is an operator of general acute care hospitals, community hospitals, regional health systems, physician practices, outpatient centers and post-acute care facilities in non-urban markets. Inclusive of Springstone, the company operates 60 community hospitals in 31 states, approximately 41 rehabilitation facilities and 24 behavioral health hospitals, and 200 outpatient centers under the private ownership of funds affiliated with Apollo Global Management, LLC. Revenues are over $9 billion LTM March 31, 2024. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. LIFEPOINT HEALTH: S&P Rates New Senior Secured Term Loan B 'B' -------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to LifePoint Health Inc.'s proposed $500 million senior secured term loan B and its 'CCC+' issue-level rating to its proposed $800 million of unsecured notes. The recovery rating on the term loan is '3', reflecting its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. The recovery rating on the unsecured notes is '6', reflecting its expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. LifePoint will use the proceeds to repay the $1.27 billion outstanding on its existing unsecured notes maturing in 2026. The new debt issuance is leverage neutral. S&P said, "Our existing 'B' issuer credit rating and stable rating outlook on LifePoint are unaffected by these transactions. Our existing issue-level ratings, including our 'B' issue-level rating and '3' recovery rating on LifePoint's existing senior secured debt and our 'CCC+' issue-level rating and '6' recovery rating on its unsecured debt, are also unchanged. However, the increase in the total amount of secured debt lowers our estimate of recovery for its senior secured debt to 55% from 65%. "Our stable outlook incorporates our view that the improving labor environment, good volume growth, and upside potential from its expansion activity will enable it to increase its margin and cash flow." ISSUE RATINGS-RECOVERY ANALYSIS Key analytical factors -- LifePoint's proposed capital structure comprises an $800 million asset-based lending facility due 2028 (not rated), a $1.85 billion term loan B due 2028, a new $500 million term loan due 2031, $600 million of senior secured notes due 2027, $800 million of senior secured notes due 2030, $1.1 billion of senior secured notes due 2030, $500 million of senior unsecured notes due 2029, and $800 million of new senior unsecured notes due 2032. -- S&P values the company on a going-concern basis using a 6x multiple of its projected emergence EBITDA, consistent with its treatment of peers. -- S&P estimates that for the company to default, its EBITDA would have to decline significantly, probably due to reimbursement rate cuts or an increase in its uncompensated care. Simulated default assumptions -- Simulated year of default: 2027 -- EBITDA at emergence: $599 million -- EBITDA multiple: 6x Simplified waterfall -- Net emergence value (after 5% administrative costs): $3.416 billion -- Valuation split (obligors/nonobligors): (100%/0%) -- Senior secured notes: $4.977 billion -Recovery expectations: 50%-70% (rounded estimate: 55%) -- Collateral value available to senior unsecured lenders: 0% -- Senior unsecured debt: $3.42 billion -Recovery expectations: 0%-10% (rounded estimate: 0%) LIVINGSTON TOWNSHIP: Seeks to Extend Plan Exclusivity to June 20 ---------------------------------------------------------------- Livingston Township Fund One, LLC, asked the U.S. Bankruptcy Court for the Southern District of Mississippi to extend its exclusivity period to file a plan of reorganization to June 20, 2024. The Court previously entered an agreed order approving the sale of 1030 Market Street, Flora, Mississippi, the two-story building located at 1150 Old Cedars Lane, Building J, Flora, Mississippi and the Debtor's remaining real estate, Free and Clear of Liens. The purchase price for the property was $2,700,000.00 which was expected to net BOM up to $2,400,000.00. This sale was expected to satisfy all secured claims of the estate. The Debtor was notified, May 3, that the buyer no longer intends to proceed with the purchase and the sale has been cancelled. The Debtor explained that the cancellation of this sale significantly impacts how this case will proceed. Debtor needs additional time to determine what plan of action is in the best interests of the estate and revise the Plan accordingly. The Debtor claimed that there is justification for extending the time period once more due to the significant change in circumstances occurring on the eve of the Plan deadline. This motion is not intended to cause undue delay in this proceeding, and granting the Debtor additional time to file a Plan will not prejudice any party in interest. Livingston Township is represented by: Thomas Carl Rollins, Jr., Esq. The Rollins Law Firm, PLLC P.O. Box 13767 Jackson, MS 39236 Telephone: (601) 500-5533 Email: tc@therollinsfirm.com About Livingston Township Fund One Livingston Township Fund One, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-02573) on Nov. 6, 2023, with $1 million to $10 million in both assets and liabilities. Craig Geno, Esq., at the Law Offices of Craig M. Geno, PLLC serves as Subchapter V trustee. Judge Jamie A. Wilson oversees the case. The Debtor tapped The Rollins Law Firm, PLLC, Steven H. Smith, PLLC and Eileen N. Shaffer, Esq., a practicing attorney in Jackson, Miss., as bankruptcy counsels; and Jernigan Copeland Attorneys, PLLC as special counsel. Phillips & Company is the Debtor's accountant. LOJERKY INC: Amends Secured Claims Pay Details ---------------------------------------------- Lojerky, Inc., submitted an Amended Disclosure Statement describing Plan of Reorganization. This Plan of Reorganization proposes to pay all bona fine creditors of the Debtor from the sale of Debtor's real property located at 406 Redwood Highway, Cave Junction, OR 97523 (the "Property") on or before June 1, 2024. This Plan also provides for the payment of administrative and priority claims in full upon the sale of the Property. Class 1A consists of the Secured Claim of the City of Cave Junction. The Debtor will sell the collateral by June 1, 2024, paying the secured creditors from the proceeds of the sale. Debtor will file a motion for approval of any such sale on 28 days' notice to lien holders unless the Plan is confirmed prior to the sale. In that case, the Debtor will provide the title company handling the transaction a copy of the Plan and the confirmation order to allow the transaction to close without a Motion. Class 1B consists of the Secured Claim of Josephine County Property Taxes. The Debtor will sell the collateral by June 1, 2024, paying the secured creditors from the proceeds of the sale. Debtor will file a motion for approval of any such sale on 28 days' notice to lien holders unless the Plan is confirmed prior to the sale. In that case, the Debtor will provide the title company handling the transaction a copy of the Plan and the confirmation order to allow the transaction to close without a Motion. Like in the prior iteration of the Plan, Class 2 General Unsecured Creditors shall be paid $3,041.94 upon sale of the Property. Class 2 creditors are expected to be paid 100% of their claims without interest. The Debtor will sell the Property by June 1, 2024, paying the secured creditors from the proceeds of the sale. Debtor will file a motion for approval of any such sale on 28 days' notice to lien holders unless the Plan is confirmed prior to the sale. In that case, the Debtor will provide the title company handling the transaction a copy of the Plan and the confirmation order to allow the transaction to close without a Motion. A full-text copy of the Amended Disclosure Statement dated April 29, 2024 is available at https://urlcurt.com/u?l=SOaOmG from PacerMonitor.com at no charge. Attorneys for the Debtor: Arasto Farsad, Esq. Nancy Weng, Esq. FARSAD LAW OFFICE, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Tel: (408) 641-9966 Fax: (408) 866-7334 Email: farsadlaw1@gmail.com nancy@farsadlaw.com About Lojerky, Inc. Lojerky, Inc., is the owner of the real property located at 406 Redwood Highway, Cave Junction, OR 97523 (the "Property"). The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 23-51058) on September 17, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Arasto Farsad, Esq., of FARSAD LAW OFFICE, P.C. MATCHBOX BUSINESS: Case Summary & 11 Unsecured Creditors -------------------------------------------------------- Debtor: Matchbox Business, LLC d/b/a Matchbox Diner & Drinks f/d/b/a Brandywine Business, LLC 1345 Lake Drive SE Grand Rapids, MI 49506 Business Description: Matchbox Diner & Drinks is a modern diner and deli restaurant offering breakfast all- day, mile-high deli sandwiches, juicy burgers, comforting dishes, and a full bar. Chapter 11 Petition Date: May 9, 2024 Court: United States Bankruptcy Court Western District of Michigan Case No.: 24-01263 Judge: Hon. Scott W Dales Debtor's Counsel: Steven M. Bylenga, Esq. CBH ATTORNEYS & COUNSELORS, PLLC Main Office 25 Division Avenue S., Suite 500 Grand Rapids, MI 49503 Tel: 616-608-3061 Fax: 616-719-3782 E-mail: nikki@chasebylenga.com Total Assets: $187,265 Total Liabilities: $1,636,606 The petition was signed by Nathan Orange as member. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MQNPNLI/Matchbox_Business_LLC__miwbke-24-01263__0001.0.pdf?mcid=tGE4TAMA MAVERICK GAMING: Great Elm Capital Marks $5.8MM Loan at 33% ----------------------------------------------------------- Great Elm Capital Corp. has marked its $5,832, 000 loan extended to Maverick Gaming LLC to market at $3,893,000 or 67% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in Great Elm's Form 10-Q for the quarterly period ended March 31, 2024, filed with the U.S. Securities and Exchange Commission. Great Elm is a participant in a 1st Lien, Secured Loan to Maverick Gaming. The loan accrues interest at a rate of 13.1% (3M SOFR + 7.50%, 8.50% Floor). The loan matures on September 3, 2026. Great Elm Capital Corp. was formed on April 22, 2016 as a Maryland corporation. The Company is structured as an externally managed, non-diversified closed-end management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company is managed by Great Elm Capital Management, Inc., a subsidiary of Great Elm Group, Inc. Great Elm's fiscal year ends December 31, 2023. Great Elm is led by Matt Kaplan, CEO; and Keri A. Davis, CFO. The Company can be reached through: Great Elm Capital Corp. 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410 Tel: (617) 375-3006 Maverick Gaming LLC provides gaming, hospitality, and entertainment services. The Company offers slot machines, table games, and hotel rooms. Maverick Gaming serves customers in the United States. MAXIMUS INC: S&P Assigns 'BB+' Rating on New Credit Facilities -------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Tysons, Va.-based Maximus Inc.'s proposed five-year $750 million revolving credit facility, five-year $650 million term loan A, and seven-year $500 million term loan B. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. The company will use the proceeds from these facilities to repay borrowings under its existing term loan A due 2026 and term loan B due 2028. S&P's ratings on the proposed facilities are the same as our ratings on the existing facilities. The leverage-neutral transaction will comfortably extend Maximus' maturities, while the reduced term loan A balance will lower its annual amortization obligations. All of S&P's existing ratings on the company are unchanged and it continues to believe it will prudently manage its capital structure. Maximus raised its full-year revenue and profit guidance for fiscal year 2024 (ending Sept. 30, 2024) amid a stronger-than-anticipated performance in its U.S. Federal Services and U.S. Services segments in the second fiscal quarter. This outperformance was primarily attributable to its Veterans Affairs contracts and Medicaid redetermination work. S&P said, "Therefore, we modestly revised our forecast and now assume Maximus will increase its revenue by about 7% (previously about 5%) and generate S&P Global Ratings-adjusted EBITDA of roughly $670 million. Our forecast credit measures include debt to EBITDA of about 1.8x in 2024, which will provide the company with the flexibility to pursue acquisitions or share repurchases while retaining a comfortable cushion relative to management's 2x-3x target." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors The senior secured lenders benefit from a lien on substantially all of the borrower's and its domestic guarantor subsidiaries' assets and from a 65% stock pledge on the first-tier stock of foreign entities. In S&P's recovery analysis, given the single class of debt, it assumes substantially all of the emergence enterprise value is available for senior secured creditor recoveries. S&P's 2029 simulated default scenario reflects a confluence of risk factors, including operational missteps resulting in reputational damage and diminished service levels that lead to a series of substantial contract losses and sharp margin deterioration. In S&P's opinion, the company's reorganization and lender recoveries are supported by its long-term contracts and large revenue backlog, the critical nature of its workflows and solutions, and its established market position and government relationships, as well as its expertise in government health and human services outsourcing. Simulated default assumptions -- The revolving credit facility is 85% drawn at default. -- Outstanding debt at default includes six months of prepetition interest and fees. -- Simulated year of default: 2029 -- EBITDA at emergence: About $185 million -- Implied enterprise valuation (EV) multiple: 6x -- Estimated gross EV at emergence: $1.1 billion Simplified waterfall -- Net recovery value (after administrative expenses): Approximately $1 billion -- Valuation split (obligor/nonobligor): 90%/10% -- First lien debt claims: About $1.6 billion --Recovery expectations: 50%-70% (rounded estimate: 65%) MCDERMOTT INT'L: Invesco Dynamic Marks $1.5MM Loan at 48% Off ------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $1,474,000 loan extended to McDermott International Ltd. to market at $773,910 or 52% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a Letter of Credit to McDermott International. The loan accrues at a rate of 9.59% (3 mo. Term SOFR + 4.00%) The loan matures on June 30, 2024. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 About McDermott International Headquartered in Houston, Texas, McDermott (MDR) -- http://www.mcdermott.com/-- is a provider of engineering, procurement, construction and installation and technology solutions to the energy industry. Its common stock was listed on the New York Stock Exchange under the trading symbol MDR. On Jan. 21, 2020, McDermott International announced that it has the support of more than two-thirds of all its funded debt creditors for a restructuring transaction that will equitize nearly all the Company's funded debt, eliminating over $4.6 billion of debt. McDermott solicited votes from its lenders and bondholders in support of a prepackaged Chapter 11 Plan of Reorganization and commenced the prepackaged Chapter 11 later in the day, on Jan. 21, 2020 in the U.S. Bankruptcy Court for the Southern District of Texas. McDermott International and 224 affiliates on Jan. 21 and 22, 2020, filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Lead Case No. 20-303360). The Hon. Marvin Isgur was the case judge. The Debtors tapped Kirkland & Ellis LLP (New York) as general bankruptcy counsel; Jackson Walker L.L.P. as local counsel; Alixpartners, LLP as restructuring advisor; AP Services, LLC as operational advisor; Arias, Fabrega & Fabrega as Panamanian counsel; and Baker Botts L.L.P. as corporate counsel. Prime Clerk is the claims agent, maintaining the page https://cases.primeclerk.com/mcdermott PJT Partners acted as financial advisor for an ad hoc group of McDermott's lenders and equity holders and Davis Polk & Wardwell LP, Weil, Gotshal & Manges and Loyens & Loeff acted as the ad hoc group's legal counsel. FTI Consulting acted as financing advisor for the steering committee of McDermott's bank lenders, and Linklaters LLP and Bracewell LLP acted as the steering committee's legal counsel. MCDERMOTT INT'L: Invesco Dynamic Marks $4.1MM Loan at 35% Off ------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $4,084,000 loan extended to McDermott International Ltd. to market at $2,654,140 or 65% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a Letter of Credit to McDermott International. The loan matures on June 28, 2024. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 About McDermott International Headquartered in Houston, Texas, McDermott (MDR) -- http://www.mcdermott.com/-- is a provider of engineering, procurement, construction and installation and technology solutions to the energy industry. Its common stock was listed on the New York Stock Exchange under the trading symbol MDR. On Jan. 21, 2020, McDermott International announced that it has the support of more than two-thirds of all its funded debt creditors for a restructuring transaction that will equitize nearly all the Company's funded debt, eliminating over $4.6 billion of debt. McDermott solicited votes from its lenders and bondholders in support of a prepackaged Chapter 11 Plan of Reorganization and commenced the prepackaged Chapter 11 later in the day, on Jan. 21, 2020 in the U.S. Bankruptcy Court for the Southern District of Texas. McDermott International and 224 affiliates on Jan. 21 and 22, 2020, filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Lead Case No. 20-303360). The Hon. Marvin Isgur was the case judge. The Debtors tapped Kirkland & Ellis LLP (New York) as general bankruptcy counsel; Jackson Walker L.L.P. as local counsel; Alixpartners, LLP as restructuring advisor; AP Services, LLC as operational advisor; Arias, Fabrega & Fabrega as Panamanian counsel; and Baker Botts L.L.P. as corporate counsel. Prime Clerk is the claims agent, maintaining the page https://cases.primeclerk.com/mcdermott PJT Partners acted as financial advisor for an ad hoc group of McDermott's lenders and equity holders and Davis Polk & Wardwell LP, Weil, Gotshal & Manges and Loyens & Loeff acted as the ad hoc group's legal counsel. FTI Consulting acted as financing advisor for the steering committee of McDermott's bank lenders, and Linklaters LLP and Bracewell LLP acted as the steering committee's legal counsel. MCDERMOTT INT'L: Invesco Dynamic Marks $985,000 Loan at 58% Off --------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $985,000 loan extended to McDermott International Ltd. to market at $410,386 or 42% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a PIK Second Lien Term Loan to McDermott International. The loan accrues at a rate of 6.44% (3.00% PIK Rate, 6.44% Cash Rate). The loan matures on June 30, 2025. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 About McDermott International Headquartered in Houston, Texas, McDermott (MDR) -- http://www.mcdermott.com/-- is a provider of engineering, procurement, construction and installation and technology solutions to the energy industry. Its common stock was listed on the New York Stock Exchange under the trading symbol MDR. On Jan. 21, 2020, McDermott International announced that it has the support of more than two-thirds of all its funded debt creditors for a restructuring transaction that will equitize nearly all the Company's funded debt, eliminating over $4.6 billion of debt. McDermott solicited votes from its lenders and bondholders in support of a prepackaged Chapter 11 Plan of Reorganization and commenced the prepackaged Chapter 11 later in the day, on Jan. 21, 2020 in the U.S. Bankruptcy Court for the Southern District of Texas. McDermott International and 224 affiliates on Jan. 21 and 22, 2020, filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Lead Case No. 20-303360). The Hon. Marvin Isgur was the case judge. The Debtors tapped Kirkland & Ellis LLP (New York) as general bankruptcy counsel; Jackson Walker L.L.P. as local counsel; Alixpartners, LLP as restructuring advisor; AP Services, LLC as operational advisor; Arias, Fabrega & Fabrega as Panamanian counsel; and Baker Botts L.L.P. as corporate counsel. Prime Clerk is the claims agent, maintaining the page https://cases.primeclerk.com/mcdermott PJT Partners acted as financial advisor for an ad hoc group of McDermott's lenders and equity holders and Davis Polk & Wardwell LP, Weil, Gotshal & Manges and Loyens & Loeff acted as the ad hoc group's legal counsel. FTI Consulting acted as financing advisor for the steering committee of McDermott's bank lenders, and Linklaters LLP and Bracewell LLP acted as the steering committee's legal counsel. MLN US HOLDCO: Invesco Dynamic Marks $1.6MM Loan at 40% Off ----------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $1,591,000 loan extended to MLN US HoldCo LLC (dba Mitel) to market at $954,511 or 60% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a Term Loan to MLN US HoldCo. The loan accrues interest at a rate of 11.85% (3 mo. Term SOFR + 6.44%) per annum. The loan matures on October 18, 2027. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The Company's customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MLN US HOLDCO: Invesco Dynamic Marks $1.9MM Loan at 86% Off ----------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $1,875,000 loan extended to MLN US HoldCo LLC (dba Mitel) to market at $259,310 or 14% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a Third Lien Term Loan to MLN US HoldCo. The loan accrues interest at a rate of 14.66% (3 mo. Term SOFR + 9.25%) per annum. The loan matures on October 18, 2027. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The Company's customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MLN US HOLDCO: Invesco Dynamic Marks $3.7MM Loan at 80% Off ----------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $3,739,000 loan extended to MLN US HoldCo LLC (dba Mitel) to market at $747,781 or 20% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a Second Lien Term Loan B-1 to MLN US HoldCo. The loan accrues interest at a rate of 12.11% (3 mo. Term SOFR + 6.70%) per annum. The loan matures on October 18, 2027. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The Company's customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MOSAICS PUBLIC: Moody's Gives Ba1 Rating on 2024A/B Revenue Bonds ----------------------------------------------------------------- Moody's Ratings has assigned an initial Ba1 underlying and Aa2 enhanced rating to MOSAICS Public School, ID's Nonprofit Facilities Revenue Bonds (MOSAICS Public School Project), Series 2024A (Credit Enhancement) and Series 2024B (Credit Enhancement) (Federally Taxable). The Series 2024A and Series 2024B bonds have estimated par values of $9 million and $305,000, respectively. The bonds will be issued by the Idaho Housing and Finance Association and will reflect the entirety of the charter school's outstanding bonded debt, post-issuance. The underlying rating outlook is stable. RATINGS RATIONALE The initial Ba1 rating takes into account the charter school's good competitive profile and strengthening market position given growing enrollment in an expanding service area, and academic performance that surpasses the local public school district. The rating also incorporates the school's healthy fiscal condition, including satisfactory operating margins since opening, and sound pro forma debt service coverage of at least 1.3x. Liquidity is solid on days cash basis though nominally modest. Additionally factored is the charter school's elevated leverage with pro forma debt to operating revenue of 2.3x and fiscal 2023 spendable cash and to debt ratio of 16%. Governance is a key credit consideration for the initial rating action. Governance considerations include the school's good standing with its authorizer, the Idaho Public Charter School Commission, historical support from philanthropic organizations, and solid management structure. The school has been approved and intends to use the Idaho Public Charter School Facilities Program which is the basis of the assigned Aa2 enhanced rating. A key requirement of the program is a direct-pay arrangement for debt service, whereby all state per pupil payments to the school are sent directly to the bond trustee to set aside funds in accordance with the bond indenture. The bonds will also benefit from a debt service reserve funded at the lesser of the standard three-prong test and at least twelve months of debt service. RATING OUTLOOK The stable outlook on the underlying ratings reflects the expectation that the school will increase enrollment to at or near full building capacity over the next few years while also maintaining a strong student waitlist. This increase in enrollment is predicted to fortify both revenue and nominal liquidity, while ensuring the preservation of stable operating margins and annual debt service coverage. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Demonstrated ability to increase and sustain student enrollment at or near full capacity, along with maintenance of a strong student waitlist -- Sustained strengthening of liquidity to at least 200 days cash and debt service coverage above 2.0x FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to increase and sustain student enrollment at or near full capacity, or diminished student waitlist -- Reduced liquidity below 90 days cash or debt service coverage falling near 1.0x -- Further increases to the charter school's leverage ratio LEGAL SECURITY The bonds are payable from payments received pursuant to a loan agreement between MOSIACS Public School and the Idaho Housing and Finance Association. The association serves as the issuer of the debt. Under the loan agreement, the school has pledged to make payments from a pledge of gross revenues. The gross revenues are primarily comprised of state funding, though the agreement does also include any other revenues derived from operation of the school. A deed of trust on the school's real estate backs the loan in the event of nonpayment. The school has been approved and intends to use the Idaho Public Charter School Facilities Program. A key requirement of the program is a direct-pay arrangement for debt service, whereby all state per pupil payments to the school are sent directly to the bond trustee to set aside funds in accordance with the bond indenture. The bonds will also benefit from a debt service reserve funded at the lesser of the standard three-prong test and at least twelve months of debt service. USE OF PROCEEDS Proceeds from the Series 2024A and Series 2024B bonds will be used to refinance certain outstanding indebtedness, expand the charter school's current facility, and fully fund a debt service reserve fund (DSRF). The school intends to use roughly $7.1 million of bond proceeds to refinance and restructure outstanding loans that were taken on to construct MOSAICS' single school facility. Approximately $1 million of bond proceeds will be used to finance building additions and improvements, while the remaining bond proceeds will fund the DSRF and pay for issuance costs. PROFILE MOSIACS Public School is a non-profit tuition-free, open enrollment charter school located in the City of Caldwell, ID. Formed on October 17, 2018 the school opened for the fiscal 2021 school year, serving 271 students in grades kindergarten through 4th grade. The school has added a grade level each year since opening and will serve grades K-8 by fiscal 2025. Current enrollment is 463 students. The school is authorized by the Idaho Public Charter School Commission and its current and original charter expires on June 30, 2025. METHODOLOGY The principal methodology used in the underlying ratings was US Charter Schools published in April 2024. MWT ND: Unsecureds to Recover 36% in Three-Option Plan ------------------------------------------------------ MWT ND, LP and MWT ND GP, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a Joint Plan of Reorganization dated April 29, 2024. In 2010, Monarch Waste Technologies, LLC ("MWT"), a non-Debtor entity, began developing a technology to disrupt the regulated medical and hazardous waste treatment and destruction industry. In 2021, MWT incorporated MWT ND, LP, MWT ND GP, LLC, and MWT ND OPS, LLC (a non-debtor entity) (collectively "MWT ND") as Delaware entities for the sole purpose of building and operating a second Pyro-Med 550(TM) system for service in Fargo, North Dakota. In 2022, the Pyro-Med design was altered and re-designed for safe use in a multi-level pit configuration that was built and installed especially for the North Dakota facility owned by MWT ND's primary customer Sanford Healthcare ("Sanford Health"). The Debtors' assets are limited, though potentially valuable. MWT ND, LP owns certain PyroMed 550(TM) parts currently residing in the Alabama facility. It further owns interest in the HES/Sanford litigation, valued at $9 million. MWT ND, GP owns a 1% interest in MWT ND, LP. The three plan alternatives attempt to maximize recovery for Creditors and keep the hard equipment associated with the Pyro-Med 550(TM) system in the hands of an MWT affiliate, where it can be utilized in Alabama. The alternative would be liquidation of the hard equipment, which would only have scrap metal value to any other buyer. Importantly, Debtors' Creditors are also limited. In addition to the secured claim by UMB Bank, there are two valid unsecured creditors of MWT ND, LP: Winston & Strawn LLP ($92,325.45) and MidCo Business ($3,783.69). Winston & Strawn LLP will be paid by another MWT entity pursuant to its engagement letter, and thus is not designated to receive a distribution under any plan alternative. MWT ND GP, LLC has one potential general unsecured creditor, the North Dakota Environmental Quality Agency (who has previously asserted such Debtor owes the agency $45,000 in fines), which, if its Claim is allowed, will receive partial recovery under all three plan alternatives. Plan Alternative No. 1: The first plan alternative proposes that MWT ND, LP will lease the usable parts to use with in the Pyro-Med 550(TM) equipment currently owned by an Alabama non-debtor owned entity, MWT AL, Ops, LLC for $20,000 a quarter ($80,000 a year) over four years beginning January 1, 2025, for a total of $320,000. MWT ND, LP would pay UMB Bank $19,000 a quarter for four years, beginning January 1, 2025, for a total recovery of $304,000. It would also pay MWT ND GP, LLC $1,000 a quarter for four years beginning January 1, 2025, which MWT ND GP, LLC would in turn use to pay the North Dakota Environmental Quality Agency for a total of $16,000. UMB Bank would release all claims on the equipment held in Alabama. In addition, MWT ND, LP will assign the HES/Sanford litigation to UMB and offer full cooperation to UMB. UMB would retain any recovery received through the litigation up to the amount of the debt owed, attorney' fees, and litigation costs. Any remaining damage recovery would revert to the estate to pay unsecured creditors on a pro-rata basis, with any remaining recovery moving to the limited partner of MWT ND, LP, David Cardenas. Plan Alternative No. 2: The second plan alternative proposes a 100% assignment of the HES/Sanford litigation to UMB Bank with full cooperation by Debtors and a corresponding release of claims by UMB Bank on the equipment held in Alabama. MWT ND GP, LLC would use funds provided by another MWT entity to pay the North Dakota Environmental Quality Agency $16,000 at $4,000 per year for 4 years. The general unsecured claims and insider claims of MWT ND, LP would receive no recovery. Plan Alternative No. 3: The third plan alternative proposes that Monarch Waste Technologies, LLC, a non-Debtor entity, buys the equipment in Alabama from MWT ND, LLP for $142,000 by August 31, 2024. MWT ND, LLP would then pay UMB $142,000 by September 30, 2024, in exchange for a full release. MWT ND GP, LLC would use funds provided by another MWT entity to pay the North Dakota Environmental Quality Agency $16,000 at $4,000 per year for 4 years. The general unsecured claims and insider claims of MWT ND, LP would not receive recovery. The Debtors seek to confirm a consensual plan of reorganization through one of these 3 plan alternatives so that all payments to creditors required under the Plan will be made directly by the Debtors to its creditors. Regardless, if the Debtors must seek confirmation of this Plan pursuant to Section 1191(b) of the Bankruptcy Code, then the Debtors will likewise seek approval from the Court to act as the payment administrator under the Plan pursuant to Section 1194(b) of the Bankruptcy Code. Class 3 consists of Allowed Unsecured Claims. Class 3 claims are impaired and shall receive the following treatment: * Plan Alternative No. 1: MWT ND, LP Class 3 claim will be satisfied to the extent there is damage recovery more than UMB's loan, attorneys' fees, and litigation costs associated with the HES/Sanford litigation. The MWT ND GP, LLC Class 3 Claim (North Dakota Environmental Quality Agency), if any, will receive 36% recovery via $1,000 quarterly payments from MWT ND, LP. * Plan Alternative No. 2: MWT ND, LP Class 3 Claims will not receive recovery. The MWT ND GP, LLC Class 3 Claim (North Dakota Environmental Quality Agency), if any, will receive 36% recovery via a related MWT entity. * Plan Alternative No. 3: MWT ND, LP Class 3 Claims will not receive recovery. The MWT ND GP, LLC Class 3 Claim (North Dakota Environmental Quality Agency), if any, will receive 36% recovery via a related MWT entity. Class 4 Equity Interest Holders are impaired and shall receive the following treatment: * Plan Alternative No. 1: The MWT ND, LP Class 4 Claim will be satisfied to the extent there is damage recovery more than UMB Bank's loan, attorneys' fees, and litigation costs plus 100% recovery on Class 3 Claims. * Plan Alternative No. 2: The MWT ND, LP Class 4 Claim will receive no recovery. * Plan Alternative No. 3: The MWT ND, LP Class 4 Claim will receive no recovery. The Debtors will not continue operations and instead will rely on the income generation described in the plan alternatives. A full-text copy of the Joint Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=XhK6Ih from PacerMonitor.com at no charge. Counsel to the Debtors: Frances Smith, Esq. Elizabeth Wirmani, Esq. Ross, Smith & Binford, PC 700 N. Pearl Street, Suite 161 Dallas, TX 75201 Telephone: (214) 377-7879 Email: frances.smith@rsbfirm.com elizabeth.wirmani@rsbfirm.com About MWT ND LP MWT ND, LP offers waste treatment and disposal services in Dallas, Texas. MWT ND, LP filed Chapter 11 petition (Bankr. N.D. Texas Case No. 24-30234) on January 29, 2024, with up to $50 million in assets and up to $10 million in liabilities. Ross, Smith & Binford, PC serves as the Debtor's legal counsel. NEW WAY MACHINE: Holly Miller of Gellert Named Subchapter V Trustee ------------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Holly Miller, Esq., at Gellert Scali Busenkell & Brown, LLC as Subchapter V trustee for New Way Machine Components, Inc. Ms. Miller will be paid an hourly fee of $425 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Miller declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Holly S. Miller, Esq. Gellert Scali Busenkell & Brown, LLC 1628 John F. Kennedy Boulevard, Suite 1901 Philadelphia, PA 19103 Telephone: (215) 238-0012 Facsimile: (215) 238-0016 Email: hsmiller@gsbblaw.com About New Way Machine Components, Inc. New Way Machine Components, Inc. is a manufacturer of air bearings. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11362) on April 22, 2024. In the petition signed by Andrew J. Devitt, chairman/CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. Aris J. Karalis, Esq., at KARALIS PC, represents the Debtor as legal counsel. OFFICE PROPERTIES: Moelis & Company on Board as Financial Advisor ----------------------------------------------------------------- Office Properties Income Trust warned of a potential liquidity crunch in a recent filing with the Securities and Exchange Commission. The Company disclosed that in March 2024, it redeemed, at par plus accrued interest, all $350,000,000 of its 4.25% senior unsecured notes due 2024. As a result of this redemption, it recorded a loss on early extinguishment of debt of $425,000 during the three months ended March 31, 2024, which represented the unamortized discounts related to these notes. As of March 31, 2024, seven of the Company's properties with an aggregate gross book value of real estate assets of $353,610,000 were encumbered by mortgage notes with an aggregate principal amount of $177,320,000. The mortgage notes are non-recourse, subject to certain limited exceptions and do not contain any material financial covenants. "We currently do not have sufficient sources of liquidity to repay our $650,000,000 senior unsecured notes due 2025 and are evaluating market-based alternatives to obtain debt financing," the Company said in its Quarterly Report on Form 10-Q for the three months ended March 31, 2024. "Based on the significant number of unencumbered properties in our portfolio, our successful history of obtaining debt financings and our current financing metrics, we believe it is probable that we can obtain new debt financing that will allow us to satisfy the 2025 senior unsecured notes as they become due. We have also engaged Moelis & Company LLC as our financial advisor to assist in evaluating our options to address our upcoming debt maturities." Elsewhere in this issue, OPI is reported to be offering noteholders the option to exchange $1.7 billion in outstanding senior unsecured notes due 2025, 2026, 2027 and 2031 for $610 million in new 9.000% Senior Secured Notes due 2029 and related guarantees. About Office Properties Office Properties Income Trust is a REIT organized under Maryland law. As of Dec. 31, 2023, its wholly owned properties were comprised of 152 properties and it had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that owned three properties containing approximately 468,000 rentable square feet. As of Dec. 31, 2023, the Company's properties are located in 30 states and the District of Columbia and contain approximately 20,541,000 rentable square feet. As of Dec. 31, 2023, its properties were leased to 258 different tenants, with a weighted average remaining lease term (based on annualized rental income) of approximately 6.4 years. The U.S. government is its largest tenant, representing approximately 19.5% of its annualized rental income as of Dec. 31, 2023. As of March 31, 2024, the Company had $4 billion in total assets, $2.7 billion in total liabilities, and $1.3 billion in total stockholders' equity. * * * In May 2024, OPI announced it was actively negotiating with its existing debtholders to exchange four series of its currently outstanding senior unsecured notes (worth $1.7 billion at face value) for up to $610 million of new senior secured notes and related guarantees, with priority given to the 2025 noteholders ($650 million outstanding). The exchange would result in debtholders receiving below the par value of the existing notes. S&P Global Ratings lowered its issuer credit rating on OPI to 'CC' from 'CCC' and its issue-level ratings on its senior unsecured notes due 2025, 2026, 2027 and 2031, which are part of the proposed exchange, to 'CC' from 'CCC'. At the same time, S&P affirmed its 'CCC' issue-level rating on the company's senior unsecured notes due 2050, which are not part of the proposed exchange, and its 'B-' issue-level rating on its existing secured notes due 2029. Its '3' recovery rating on all the unsecured notes and '1' recovery rating on the secured notes are unchanged. S&P said, "We view the proposed transaction as a distressed exchange and tantamount to a default. OPI announced that it is offering the holders of its unsecured notes due 2025, 2026, 2027, and 2031 the option to exchange their outstanding notes at below par for up to $610 million (in aggregate) of 9.000% senior secured notes due 2029, with priority given to the 2025 noteholders. Under the proposed terms, the new notes will be secured by first-priority liens on 19 properties with an adjusted total asset value of $722 million and second-priority liens on 19 additional properties that secure OPI's credit facility with an adjusted total asset value of approximately $1 billion. While this proposed exchange could reduce the company's leverage, if completed, we would view it as a technical default because lenders would likely receive far less than they were originally promised. OPI expects to close the transaction by the end of May. OPI's current debt obligations include $290 million outstanding on its secured credit facility due January 2027 (including the $100 million term loan and $190 million drawn on the revolver), $477.3 million of secured fixed-rate debt, and $1.862 billion of unsecured notes, of which $1.7 billion would be included in the contemplated exchange. OLYMPIA PITA: Salvatore LaMonica Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 2 appointed Salvatore LaMonica, Esq., at LaMonica Herbst & Maniscalco, LLP, as Subchapter V trustee for Olympia Pita 1, LLC. Mr. LaMonica will be paid an hourly fee of $725 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. LaMonica declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Salvatore LaMonica, Esq. LaMonica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Telephone: (516) 826-6500 Email: sl@lhmlawfirm.com About Olympia Pita 1 Olympia Pita 1, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-41669) on April 18, 2024, with $50,001 to $100,000 in assets and liabilities. Judge Elizabeth S. Stong presides over the case. P3 HEALTH: Recurring Losses Raise Going Concern Doubt ----------------------------------------------------- P3 Health Partners Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. According to the Company, it has experienced losses since its inception and had net losses of $49.6 million and $52.4 million for the three months ended March 31, 2024 and 2023, respectively. The losses were primarily the result of costs incurred in adding new members, building relationships with physician partners and payors, and developing new services. The Company anticipates operating losses and negative cash flows to continue for the foreseeable future as it continues to grow membership. As of March 31, 2024 and December 31, 2023, the Company had $27.3 million and $36.3 million, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company's capital requirements will depend on many factors, including the pace of the Company's growth, ability to manage medical costs, the maturity of its members, and its ability to raise capital. The Company continues to explore raising additional capital through a combination of debt financing and equity issuances. When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities in order to reduce costs, which will likely have an unfavorable effect on the Company's ability to execute on its business plan, and have an adverse effect on its business, results of operations, and future prospects. As a result of these matters, substantial doubt exists about the Company's ability to continue as a going concern within the next 12 months. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/5w5s59tx About P3 Health Partners Henderson, Nev.-based P3 Health Partners Inc is a patient-centered and physician-led population health management company and, for accounting purposes, the successor to P3 Health Group Holdings, LLC and its subsidiaries after the consummation of a series of business combinations in December 2021 with Foresight Acquisition Corp. As the sole manager of P3 LLC, P3 operates and controls all of the business and affairs of P3 LLC and P3's only assets are equity interests in P3 LLC. As of March 31, 2024, the Company has $10.5 million in total assets, $59.5 million in total liabilities, and $49 million in total member's deficit. P3 PURE: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: P3 Pure LLC 1900 E. Howard Ln., Bldg D Pflugerville, TX 78660 Business Description: The Debtor is a manufacturer of deodorants and body care products. Chapter 11 Petition Date: May 13, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-10532 Judge: Hon. Shad Robinson Debtor's Counsel: R. Adam Swick, Esq. AKERMAN LLP 500 West 5th Street, Suite 1210 Austin, TX 78701 Tel: (512) 623-6700 E-mail: adam.swick@akerman.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Amy Perez as founder/CEO. 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/O2LCVUI/P3_Pure_LLC__txwbke-24-10532__0001.0.pdf?mcid=tGE4TAMA PAGANUS LLC: Unsecureds to Split $50K via Quarterly Payments ------------------------------------------------------------ Paganus, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Plan of Reorganization dated April 29, 2024. The Debtor is a Michigan Limited Liability Company that operates a cell phone repair and used cell phone sales business of various locations in Southern Michigan and Southwest Michigan out of its home base in Howell, Michigan. Jeffrey Payne is the sole owner of the company and works full time The LLC employs 8 to 10 workers at any given time. While cash flow and profitability began to level off in 2023 the business, now saddled with debt, looked to "MCA" creditors for financing. While these MCA loans held creditors at bay for a time, they eventually went into default as well. In February 2024, threatened with action from the SBA and the inability to service the MCA debt the Debtor determined to file the instant Chapter 11. The Debtor's financial projections show that the Debtor will have projected disposable income in an amount sufficient to meet the requirements of this Plan. The Class 3 claims of unsecured creditors consists of general unsecured creditors, and those creditors with deficiency claims. Unsecured claims total $629,585 and shall be paid the sum total of $50,000 with each creditor shall share on a pro rata basis. These funds shall be paid in 16 quarterly installments of $3125 with the first quarterly payment due 12 months from confirmation. This Class is impaired. A full-text copy of the Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=Mvd7GI from PacerMonitor.com at no charge. Counsel to the Debtor: George E. Jacobs, Esq. 2425 S. Linden Rd., Suite C Flint, MI 48532 Telephone: (810) 720-4333 Email: george@bklawoffice.com About Paganus, LLC Paganus, LLC operates an electronic repair business with 5 locations across the state of Michigan. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-30169-jda) on February 2, 2024. In the petition signed by Jeffrey Payne, owner, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Joel D. Applebaum oversees the case. George E. Jacobs, Esq., at Bankruptcy Law Offices, represents the Debtor as legal counsel. PARKE OPCO: Steven Nosek Named Subchapter V Trustee --------------------------------------------------- The Acting U.S. Trustee for Region 12 appointed Steven Nosek as Subchapter V trustee for Parke Opco, LLC d/b/a Subsurface Construction. Mr. Nosek will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Nosek declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Steven B. Nosek 10285 Yellow Circle Drive Hopkins, MN 55343 Email: snosek@noseklawfirm.com About Parke Opco, LLC Parke Opco, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 24-41059 ) on April 22, 2024. In the petition signed by Craig J. Morse, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Katherine A. Constantine oversees the case. Cameron Lallier, Esq, at Bassford Remele, A Professional Association, represents the Debtor as legal counsel. PATINOS CONCRETE: Michael Markham Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Michael Markham, Esq., as Subchapter V trustee for Patinos Concrete and Masonry, Inc. Mr. Markham, a partner at Johnson Pope Bokor Ruppel & Burns, LLP, will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Markham declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael C. Markham, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street, Suite 3100 Tampa, FL 33602 Phone: (727) 480-5118 Email: Mikem@jpfirm.com About Patinos Concrete and Masonry Patinos Concrete and Masonry, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02190) on April 19, 2024, with $1,546,666 in assets and $1,213,016 in liabilities. Brent Hebert, manager, signed the petition. Judge Roberta A Colton presides over the case. Jake C. Blanchard, Esq. at BLANCHARD LAW, P.A. represents the Debtor as legal counsel. PFS HOLDINGS: Great Elm Capital Marks $1.04MM Loan at 79% --------------------------------------------------------- Great Elm Capital Corp. has marked its $1,041, 000 loan extended to PFS Holdings Corp. to market at $214,000 or 21% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in Great Elm's Form 10-Q for the quarterly period ended March 31, 2024, filed with the U.S. Securities and Exchange Commission. Great Elm is a participant in a 1st Lien, Secured Loan to PFS Holdings. The loan accrues interest at a rate of 12.43% (1M SOFR + 7.00%, 8.00% Floor). The loan matured on November 13, 2024. Great Elm Capital Corp. was formed on April 22, 2016 as a Maryland corporation. The Company is structured as an externally managed, non-diversified closed-end management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company is managed by Great Elm Capital Management, Inc., a subsidiary of Great Elm Group, Inc. Great Elm's fiscal year ends December 31, 2023. Great Elm is led by Matt Kaplan, CEO; and Keri A. Davis, CFO. The Company can be reached through: Great Elm Capital Corp. 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410 Tel: (617) 375-3006 PFS Holding Corp operates as a holding company. The Company, through its subsidiaries, provides pet food products. PLATINUM AIR: L. Todd Budgen Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a practicing attorney in Longwood, Fla., as Subchapter V trustee for Platinum Air Systems, Inc. Mr. Budgen will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Budgen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: L. Todd Budgen, Esq. P.O. Box 520546 Longwood, FL 32752 Tel: (407) 232-9118 Email: Todd@C11Trustee.com About Platinum Air Systems Platinum Air Systems, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-bk-01918) on April 19, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Lori V. Vaughan Judge Lori V. Vaughan Scott W. Spradley at the Law Offices Of Scott W. Spradley, P.A. represents the Debtor as legal counsel. POWER REIT: Defaults on Loan, Has Going Concern Doubt ----------------------------------------------------- Power REIT disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that there is substantial doubt as to its ability to continue as a going concern as a result of current liabilities that far exceed current assets, net losses incurred, expected reduced revenue and increased property expenses related to the greenhouse portfolio. The Trust's cash and cash equivalents and restricted cash totaled $4,421,788 as of March 31, 2024, an increase of $316,904 from December 31, 2023. During the three months ended March 31, 2024, the increase in cash was primarily due to the sale of properties. For the three months ended March 31, 2024, Power REIT reported a net loss of $2.1 million, compared to a net loss of 339,046 for the same period in 2023. The Trust's current loan liabilities totaled approximately $15 million as of March 31, 2024. The current loan liabilities include approximately $14.4 million of a bank loan secured by the majority of the greenhouse portfolio and which is non-recourse to the Trust. Of the total amount of cash, approximately $3 million is non-restricted cash available for general corporate purposes and $1.4 million is restricted cash related to the Greenhouse Loan. In early 2024, the Trust sold three properties which is expected to help with liquidity. The net proceeds from the sale of the Salisbury, Mass. property was approximately $662,000 of unrestricted cash and the approximately $456,000 loan was retired at closing and is eliminated from current liabilities. The sale of two greenhouse properties in Colorado produced approximately $53,000 of restricted cash and should generate cash flow from the seller financing provided that should provide cash to help service the Greenhouse Loan. The Greenhouse Loan is in default and the subject of litigation. Power REIT continues to try to work with the lender to establish a path forward. However, the Greenhouse Loan is non-recourse to Power REIT which means that in the event it cannot resolve issues with the lender, and they foreclose on the properties, Power REIT should be able to continue as a going concern albeit with a smaller portfolio of assets. In addition, it is possible the Greenhouse Loan will lead to distressed sales including possibly through foreclosures, which would have a negative impact on its prospects. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the forbearance agreement is September 30, 2024. "There can be no assurance that our efforts to sell, re-lease or recapitalize the assets secured by the Greenhouse Loan will ultimately retire the loan per the requirements of the forbearance agreement," the Trust said. As of the March 31, 2024, the Trust's current liabilities far exceed current assets. If the Trust's plan to focus on selling properties, entering into new leases, improving cash collections from existing tenants and raising capital in the form of debt or equity is effectively implemented, the Trust's plan could potentially provide enough liquidity. However, the Trust cannot predict, with certainty, the outcome of its actions to generate liquidity. Power REIT's cash outlays at the parent company level consist principally of professional fees, consultant fees, NYSE American listing fees, legal, insurance, shareholder service company fees, auditing costs, and general and administrative expenses. The Trust's cash outlays related to our various property-owning subsidiaries consist principally of principal and interest expense on debts property maintenance, property taxes, insurance, legal as well as other property related expenses that are not covered by tenants. To the extent the Trust needs to raise additional capital to meet its obligations, there can be no assurance that financing on favorable terms will be available when needed. If Power REIT is unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/yumpf5ht About Power REIT Old Bethpage, N.Y.-based Power REIT is a Maryland-domiciled, internally-managed real estate investment trust that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled Environment Agriculture in the United States. As of March 31, 2024, the Company has $68.9 million in total assets, $40 million in total liabilities, and $19.4 million in total equity. POWER SOLUTIONS: Reports $7.1MM Net Income in 2024 First Quarter ---------------------------------------------------------------- Power Solutions International, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income of $7.1 million on $95.2 million of net sales for the three months ended March 31, 2024, an increase from a net income of $3.72 million on $116.5 million of net sales for the three months ended March 31, 2023. As of March 31, 2024, the Company's total outstanding debt obligations under the Credit Agreement, the $25 Million Loan Agreement, the $50 Million Loan Agreement, the $30 Million Loan Agreement and for finance leases and other debt were $140.2 million in the aggregate, and its cash and cash equivalents were $33.1 million. Power Solutions admitted significant uncertainties exist about its ability to refinance, extend, or repay its outstanding indebtedness under its existing debt arrangements, maintain sufficient liquidity to fund its business activities, and maintain compliance with the covenants and other requirements under the Credit Agreement or shareholder's loan agreements in the future. Without additional financing, the Company anticipates it will not have sufficient cash and cash equivalents to repay the outstanding indebtedness under the Company's existing debt arrangements as they become due. Management currently plans to seek an extension and/or replacement of its existing debt arrangements or seek additional liquidity from its current or other lenders before the maturity dates in 2024 and 2025. There can be no assurance that the Company will be able to successfully complete a refinancing on acceptable terms or repay this outstanding indebtedness when required or if at all. Power Solutions further noted that despite the recent recovery of the global economy, there continues to be challenges based on the current macroeconomic and geopolitical environment. Average crude oil prices reached the highest average price in five years in 2022 but has steadily declined while remaining near atop the 5-year averages at the end of the first quarter 2024. Rig counts in the U.S. oil markets remain below historical levels as of the first quarter of 2024. Despite increasing rig counts and crude oil prices, the Company believes that capital spending within the areas of the oil and gas market that it participates in remains below historical levels. While the Company saw an increase of sales to customers with traditional exposure to the oil and gas markets during 2023, as compared to the prior year, sales remain below historic levels. A significant portion of the Company's sales and profitability has historically been derived from the sale of products that are used within the oil and gas industry. Power Solutions added it continues to experience inflationary cost pressures for certain raw materials and other goods which the Company continues to try to mitigate through price increases and other cost reduction measures. Additionally, the Company continues to experience ongoing tariff costs for products and is trying to mitigate these impacts through price increases and other measures, such as seeking certain tariff exclusions, where possible. The potential for continued economic uncertainty and unfavorable oil and gas market dynamics may have a material adverse impact on the levels of future customer orders and the Company's future business operations, financial condition and liquidity. Lastly, national inflationary pressures have continued to cause interest rates to remain elevated. Although the Company's interest expense has decreased because of reduced debt balances, it may be subject to future increases from these inflationary pressures. Accordingly, these challenges may continue to have a material adverse impact on the Company's future results of operations, financial position, and liquidity. Due to uncertainties surrounding the Company's future ability to refinance, extend, or repay its outstanding indebtedness under its existing debt arrangements, maintain sufficient liquidity to fund its business activities, and maintain compliance with the covenants and other requirements under the Credit Agreement or shareholder's loan agreements in the future, Power Solutions said substantial doubt exists as to its ability to continue as a going concern within the next 12 months. If the Company does not have sufficient liquidity to fund its business activities, it may be forced to limit its business activities or be unable to continue as a going concern, which would have a material adverse effect on its results of operations and financial condition. At March 31, 2024, the Company had four outstanding letters of credit totaling $1.4 million. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/683daf29 About Power Solutions Wood Dale, Ill.-based Power Solutions International, Inc., incorporated under the laws of the state of Delaware in 2011, designs, engineers, manufactures, markets and sells a broad range of advanced, emission-certified engines and power systems that are powered by a wide variety of clean, alternative fuels, including natural gas, propane, and biofuels, as well as gasoline and diesel options, within the power systems, industrial and transportation end markets. The Company manages the business as a single reportable segment. As of March 31, 2024, the Company had $286.8 million in total assets, $283.6 million in total liabilities, and $3.2 million in total stockholders' equity. Chicago, Ill.-based BDO USA P.C., the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 14, 2024, citing that there are significant uncertainties that exist about the Company's ability to refinance, extend, or repay its outstanding indebtedness, maintain sufficient liquidity to fund its business activities and maintain compliance with the covenants and other requirements under the Company's debt arrangements. These factors raise substantial doubt about the Company's ability to continue as a going concern. PRA GROUP: Moody's Cuts CFR to Ba2 & Senior Unsecured Debt to Ba3 ----------------------------------------------------------------- Moody's Ratings has downgraded PRA Group, INC.'s corporate family rating to Ba2 from Ba1 and its senior unsecured and backed senior unsecured debt ratings to Ba3 from Ba2. The issuer outlook remains negative. RATINGS RATIONALE The downgrade of PRA's CFR to Ba2 from Ba1 reflects the inherent earnings volatility in debt collection business, which in Moody's view exacerbates the firm's refinancing risk, particularly given its near- to medium-term funding needs in the high interest rate environment. The risk is further exacerbated by PRA's current funding structure, with high reliance on revolving credit facilities and modest debt maturity laddering. Notwithstanding the expected strengthening in PRA's profitability in the next twelve months, Moody's believes the firm's revenues and EBITDA will remain sensitive to changes in the amount of portfolio purchases, reflective of supply of non-performing loans (NPLs), as well as to changes in collection patterns. Positively, PRA's well-diversified franchise, with substantial presence in the US and Europe, reduces a negative impact from individual markets. PRA's profitability improved in 1Q 2024, reflecting increased supply of NPLs in the US, as well as the results of the firm's initiatives at improving collections, operational effectiveness and income from acquired portfolios, the trend that the rating agency expects to continue. PRA's after-tax earnings in 1Q 2024 amounted to $3.5 million and its EBITDA (including cash collections) was $1.0 billion, translating into the Debt/EBITDA leverage ratio of 2.8x. PRA's interest coverage ratio, measured as EBITDA to interest expense, declined to 5x on the last twelve-month basis as of March 31, 2024, from high levels of 8x-11x observed in 2020-2022 (due to the excess consumer liquidity that resulted in record collections for PRA during that period), but remains solid. Moody's expects PRA's improvement in EBITDA from the aforementioned initiatives and increased NPL supply to reduce its leverage, by offsetting the impact of higher borrowings, and also to support its debt servicing capacity in the current high interest rate environment. As of March 31, 2024, PRA had $475 million of total available liquidity, comprising $108 million of cash and $367 million of aggregate borrowing availability under all of its credit facilities. PRA's next bond maturity, in the outstanding amount of $298 million, is on September 1, 2025, which Moody's expects the company to address in the next three months. In addition, two of PRA's credit facilities, with the aggregate amount of borrowings of $1.4 billion as of March 31, 2024 (including the amortizing term loan in the amount of approximately $440 million) mature in July 2026, resulting in a sizeable debt maturity concentration and presenting a refinancing risk. The Ba3 rating of PRA's senior unsecured notes reflects their priorities of claims and asset coverage in the company's current liability structure. OUTLOOK The negative outlook reflects PRA's refinancing risk, stemming from its sizeable near-term and medium-term debt maturities, further exacerbated by its high reliance on secured credit facilities and modest debt laddering, as well as the high interest rate environment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade is unlikely given the negative outlook. The outlook could be revised to stable if PRA successfully addresses its 2025-2026 refinancing needs, well in advance of their maturities, and if it restores its profitability, with its interest coverage remaining above 5x and Debt/EBITDA leverage not exceeding 3x, on a consistent basis. PRA's ratings will be downgraded if the firm does not refinance its September 2025 bond at least a year before its maturity, and if it does not extend its senior secured credit facilities, maturing in July 2026, at least 18 months prior to their due dates. PRA's ratings could also be downgraded if its leverage increases to above 3x, or its interest coverage declines to below 5x. PRA's debt ratings will be downgraded if the firm does not reduce its reliance on credit facilities, which would imply higher potential losses for its bondholders. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. PREMIER GLASS: Matthew Brash Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 11 appointed Matthew Brash of Newpoint Advisors Corporation as Subchapter V trustee for Premier Glass Services, LLC. Mr. Brash will be paid an hourly fee of $415 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Brash declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Matthew Brash Newpoint Advisors Corporation 655 Deerfield Road, Suite 100-311 Deerfield, IL 60015 Tel: (847) 404-7845 Email: mbrash@newpointadvisors.us About Premier Glass Services Premier Glass Services, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05367) on February 16, 2024, with $500,001 to $1 million in assets and $1,000,001 to $10 million in liabilities. Judge Deborah L. Thorne presides over the case. Karen M. Grivner and Kevin H. Morse at Clark Hill PLC represents the Debtor as legal counsel. PRIME MARKETING: Unsecureds Will Get 3.04% of Claims over 3 Years ----------------------------------------------------------------- Prime Marketing, LLC filed with the U.S. Bankruptcy Court for the Central District of Nevada a Plan of Reorganization for Small Business dated April 29, 2024. The Debtor is an internet/digital marketing and lead generation company. The Debtor is a Nevada limited liability company with its principal place of business located at 401 Ryland Street, Suite 200-A, Reno, Nevada 89502. The Debtor has been performing well during the course of this Case. As is shown on the Debtor's Profit and Loss statement for the first quarter of 2024, the Debtor has generated net income during this period totaling $240,671.10. However, the Debtor's net income during the first quarter of 2024 is artificially inflated on the profit and loss statement because the Debtor has not been required to make any payments to its prepetition creditors after the January 29, 2024, Petition Date, nor has the Debtor yet been required to pay any professional fees and costs associated with its bankruptcy case that have accrued post-petition. Nevertheless, the financial projections for the ongoing operation of the Debtor's business show that the Debtor will be able to pay the administrative expenses of its bankruptcy Estate (including the fees and costs of its professionals), pay its post-petition and post-confirmation operating expenses, and make quarterly pro rata distributions of its projected disposable income to its prepetition unsecured creditors over the three-year duration of its Plan. These pro rata distributions to its prepetition unsecured creditors will be made from the Debtor's cash on hand as of the Effective Date of the Plan, and revenues generated from the ongoing operation of the Debtor's business. Each quarterly distribution to the Debtor's creditors will be in the amount of $15,000.00 which shall be paid to each creditor holding an allowed unsecured prepetition claim on a pro rata basis based on the amount of each creditor's allowed claim. Thus, in total, over the three-year duration of the Plan, the Debtor will pay a total of $180,000 to its prepetition unsecured creditors. Class 1 consists of General Nonpriority Unsecured Claims. The claims in this class total $5,914,943.80. Allowed general unsecured claims will receive 12 quarterly payments each in the amount of $15,000 over the three-year duration of the Plan (totaling $180,000 over the entire duration of the Plan), which will equal 3.04% of the total amount of Class 1 Claims. Class 1 creditors will receive quarterly payments beginning the first full quarter following the Effective Date. In this case, it is anticipated that the first quarterly payment to creditors in this Class will be made in the fourth quarter of 2024. The Reorganized Debtor shall have the right to pay the allowed claims in Class 1 in full at any time without premium or penalty of any kind. This Class is impaired. All current interest holders will retain their percentage equity membership interests in the Debtor that they held as of the Petition Date. This is a reorganizing Plan. In other words, the Debtor intends to make payments under the Plan from its cash on hand as of the Effective Date, and through the proceeds generated by the ongoing operation of its business following the Effective Date. A full-text copy of the Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=ciLyX7 from PacerMonitor.com at no charge. General Counsel for the Debtor: Jeffrey I. Golden, Esq. Christopher A. Minier, Esq. GOLDEN GOODRICH, LLP 3070 Bristol Street, Suite 640 Costa Mesa, CA 92626 Tel: (714) 966-1000 Fax: (714) 966-1002 Email: jgolden@go2.law cminier@go2.law General Local Counsel for the Debtor: L. Edward Humphrey, Esq. Patrick O'Rourke, Esq. HUMPHREY O'ROURKE PLLC 201 W. Liberty Street, Suite 350 Reno, Nevada 89501 Tel: (775) 420-3500 Fax: (775) 683-9917 Email: ed@hlawnv.com patrick@hlawnv.com About Prime Marketing, LLC Prime Marketing, LLC is a provider of smart IT tools for a business of global organizations of any sizes. From developing exclusive strategies to delivering the products, services and expertise, the company helps its clients' business run more competently and revise through technology Solutions. Prime Marketing filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50091) on Jan. 29, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Katharine M. Samson oversees the case. The Debtor tapped Jeffrey I. Golden, Esq., at Golden Goodrich, LLP as bankruptcy counsel; L. Edward Humphrey, Esq., at Humphrey O'Rourke, PLLC as local counsel; and Theodore Slater, Esq., at Slater Law, APC as special litigation counsel. PRIORITY MEDICAL: Walter Dahl Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 17 appointed Walter Dahl, Esq., a partner at Dahl Law, as Subchapter V trustee for Priority Medical Supply, Inc. Mr. Dahl will be compensated at $485 per hour for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. In court filings, Mr. Dahl declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Walter R. Dahl Dahl Law 2304 "N" Street Sacramento, CA 95816-5716 Telephone: (916) 446-8800 Telecopier: (916) 741-3346 Email: wdahl@dahllaw.net About Priority Medical Supply Priority Medical Supply, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 24-90207) on April 19, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Ronald H. Sargis presides over the case. David C. Johnston, Esq., represents the Debtor as legal counsel. PROSOMNUS INC: Obtains Support for $20MM Capital Injection ---------------------------------------------------------- ProSomnus, Inc., a provider of non-CPAP Obstructive Sleep Apnea (OSA) therapy, on May 8 disclosed that it has initiated a voluntary restructuring process under Chapter 11 of the U.S. Bankruptcy Code to reorganize and strengthen its capital structure going forward, improve financial flexibility and better position the company for long-term success. In connection with this process, the Company has secured the support of multiple existing key investors and lenders under a plan that is designed to deliver an aggregate of approximately $20 million of new capital into the Company. Such Capital will support ongoing operations and the development of strategic initiatives including the company's next generation sensor device. In connection with this restructuring, ProSomnus intends to retain the ability to fully maintain ongoing operations, including the payment of the Company's employees, customers, and vendors in the ordinary course of business during and after the restructuring. "The voluntary restructuring will enable us to move ahead as a stronger company," said Len Liptak, Chief Executive Officer for ProSomnus Sleep Technologies. "This very difficult decision was reached after conducting several extensive processes to identify alternatives. Reestablishing a healthy financial foundation for our company, with the support of our lenders, we expect to leave the process with more cash, less debt, less expense, and more time to focus on devices, customers and patients. This renewed foundation will place ProSomnus in a position to realize our mission and develop our next generation sensor device technology. I am grateful for the support of our customers, suppliers, and employees as we work through this process." Minimal Expected Operational Impact to the Business Importantly, the terms of this financial restructuring enable the Company to maintain normal business operations for customers and suppliers during and after this restructuring process. The Company expects customers to continue experiencing its best in class, rapid, turnaround times, predictable on-time order fulfillment, and exceptional device quality and performance. ProSomnus expects to continue purchasing supplies from vendors commensurate with demand for our devices. Improvements to Financial Condition The restructuring plan, which is expected to deliver an aggregate of $20 million of new capital, is being led by SMC Holdings II, LP, CETUS Capital VI, LP, Destinations Global Fixed Income Opportunities Fund, Cedarview Opportunities Masters Fund, LP and Riverpark Strategic Income Fund, each existing lenders to and investors in the Company, each of which has also consented to convert the Company's current debt owed into equity upon exit from the restructuring. Further, the amount of existing senior secured debt will be reduced, and amortization of scheduled repayments will be deferred. Under the restructuring plan the Company expects to reduce its debt by approximately 60%. Amounts due to employees, trade creditors, vendors and customers are not expected to be impacted by the restructuring. The completion of the restructuring plan will result in the Company becoming a private company, thereby eliminating $4 million to $6 million of annual recurring public company costs its public company obligations. In aggregate, the reduced public company expenses, along with the capital infusion, is expected to allow the Company to direct greater resources and capital to support and grow operations as it continues to offer patients and customers a viable alternative to current sleep apnea treatments. Additional Information Filings and other information related to the proceedings are available on a separate website administrated by the Company's claims agent, at https://www.kccllc.net/prosomnus About ProSomnus Inc. ProSomnus, Inc. f/k/a LAAA Merger Corp. is an innovative medical technology company that develops, manufactures, and markets its proprietary line of precision intraoral medical devices for treating and managing patients with obstructive sleep apnea. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case 24-10972) on May 7, 2024, with $26,287,000 in assets as of Dec. 31, 2023 and $52,888,000 in liabilities as of Dec. 31, 2023. Brian B. Dow, chief financial officer, signed the petitions. Judge John T. Dorsey presides over the case. The Debtors tapped Shanti M. Katona, Esq. at POLSINELLI PC as legal counsel; and GAVIN/SOLMONESE LLC as financial advisor. RAND PARENT: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Rand Parent, LLC's (dba Atlas Air [Atlas]) Long-Term Issuer Default Rating (IDR) at 'BB'. The Rating Outlook is Stable. Fitch has also affirmed the 'BB+'/'RR2' ratings on the company's senior secured revolver, term loan and notes. Atlas' IDR considers its contracted services representing about 85%-90% of annual block hours with terms that set pricing and minimum activity levels. Its fleet exceeds 100 aircraft (50 within the collateral pool) supporting operational and end-market flexibility. Fitch forecasts EBITDAR leverage in the low-3.0x in 2025, from 3.6x forecast in 2024, and EBITDAR fixed charge coverage in the mid-to-high 3.0x, as it integrates new aircraft and realizes cost restructuring benefits. Fitch assumes Atlas will balance fleet planning/growth-oriented capital allocation with managing leverage before making common dividends. A prioritization of common dividends over this balance would pressure the credit profile. The airfreight market is highly competitive due to similar service offerings and broad geographic reach of peers and substitutive transport modes. While Atlas maintains a comfortable liquidity position, yet its fully encumbered fleet limits additional liquidity options usually available to airlines and aircraft lessors. KEY RATING DRIVERS Contracted Flights Moderates Rate Exposure: About 85% of revenues are contracted under multi-year agreements, which can last up to five or more years. Around 10%-15% of block hours are subject to renewal or market spot rates on an annual basis. Contracts set long-term pricing with fuel cost pass-throughs, which moderates fluctuations in air cargo rates and margins, and minimum flying levels. Fitch views this as a key business profile strength relative to passenger airlines. Susceptibility to air cargo rates are limited to ad-hoc flying and long-term contract renewals that combined make up roughly 20% of block hours per year. Fitch does not believe there's a meaningful risk of contract cancellations through a rate cycle due to the high penalties for breaking contracts. Atlas' fleet has been operating well above minimum contracted flying levels, but Fitch recognizes the company could reposition aircraft with other customers if utilization drops. Developing Capital Allocation Priorities: Capital deployment priorities have shifted towards prioritizing fleet growth investment, however; the pace and scale of investment is developing and partly constrained by aircraft available for purchase. Fitch expects Atlas to maintain financial flexibility by balancing growth investment with managing its leverage profile. A shift towards a more regular common dividend priority that places managing asset quality and leverage at risk through purchasing and business cycles would pressure Atlas' credit profile. At this point, management indicated it does not expect regular or large debt funded owner distributions. In late 2023 Atlas made a $125 million common dividend distribution (in addition to the $128 million of expected preferred dividends). EBITDAR Leverage Trends to Low-3.0x: Fitch expects EBITDAR leverage to be about 3.0x in FY25, down from about 3.6x in FY24 and similar to the low-3.0x on a Fitch estimate PF FY24 basis which considers run-rate aircraft contributions and cost restructuring benefits. Debt-funded fleet growth is likely going forward and could cause leverage to periodically fluctuate. Atlas' practice of having new aircraft demand in place prior to purchase reduces execution risks. EBITDAR leverage in the 3.0x-3.5x range is broadly consistent with passenger airline peers around the 'BB' rating level. Atlas' loan-to-value (LTV) on the corporate debt was 64% at YE 2023. Contracts, PIK Support Financial Flexibility: Fitch expects FCF generation to be consistently positive, excluding aircraft investment which will drive negative reported FCF in 2024. Fitch expects FCF generation, before aircraft purchases, of around $240 million-$280 million thereafter considering preferred dividend payments of about $128 million, maintenance level capex and normalized heavy maintenance activity. Atlas also retains flexibility to PIK preferred dividend payments in a stressed scenario if needed to support maintenance capex or its debt schedule. Relative to passenger airline operators, the heavily contracted nature offers visibility into Atlas fundamental FCF profile. However, Atlas' fully encumbered aircraft fleet offers relatively lower contingent liquidity compared with 'BB' category passenger airline and aircraft lessor peers. Fitch's FCF forecast is based on annual EBITDA of approximately $1.0 billion, or slightly more, up from $959 million in 2023. EBITDAR fixed charge coverage is expected to remain in the 3.5x-4.0x range through the forecast. Operating Conditions Stabilizing: Fitch expects air cargo conditions, and as a result rates, to remain fairly stable from late 2023 levels which follow a significant decline from pandemic-driven peaks. Rate resets in Atlas' book of business are expected to persist through late 2024 as contracts and ad-hoc rates roll off, according to the company. Lower rates directly affect profitability though fluctuations from fuel prices are substantially offset by fuel surcharges. The mix of aircraft and service type also affect overall block-hour rates though demand remains fairly steady with growth in e-commerce shipments. Atlas' position in large wide-body freight aircraft is also favorable to smaller aircraft where capacity fluctuations are higher and more susceptible to bellyhold capacity in passenger airlines. Flexible Service but High Competition: Atlas, as well as other cargo airlines, differ from passenger airlines in their flexible service geographies and end markets. This allows Atlas to reposition for changes in end market and geographic conditions but also reduces competitive barriers in the industry. Fitch believes these low competitive barriers also contribute to cyclicality in the industry. Atlas' competitive strengths are mainly focused on differences in aircraft mix, fleet efficiency, global geographic presence, and cargo focus, that supports contracted volume and better economics for customers by enhancing reliability and optimizing space. Aircraft Lessor Considerations: Even though Atlas offers dry leasing services, which are akin to traditional aircraft lessors, the contribution from the business is relatively small at roughly 5% of revenue. Fitch does not anticipate the company shifting its service mix to focus on growing the dry lease segment. As an operator of a cargo airline, Atlas carries relatively higher operational risks than typical aircraft lessors. Fitch also considers the relatively older, less liquid fleet with an average age of about 20 years compared with lessor averages of five years, though Fitch acknowledges that air freighters typically have longer operating lives. Further, Atlas' fully secured capital structure constrains financial flexibility relative to most lessors rated in the 'BBB' category which typically reflect a lower level of balance sheet encumbrance. DERIVATION SUMMARY In comparing Atlas to passenger airlines such as JetBlue (B+/Negative) and Air Canada (BB-/Positive), Fitch considers the business profile differences in freight airlines and industry structure. Atlas benefits from a high degree of contracted revenue that includes multi-year rate agreements, fuel surcharges that substantially limit fuel price risk and activity minimums, all of which support fundamental cash flow visibility. Competitive advantages are focused around fleet composition, scale and service quality while passenger airlines typically have relatively entrenched route structures supporting competitive positioning. While passenger airlines have made progress recovering from pandemic-related shutdowns, operating challenges and the inflationary environment are pressuring profitability. Fitch expects JetBlue's and Air Canada's EBITDAR leverage will remain around 7.5x and 3.8x respectively in 2024. JetBlue's large unencumbered asset base provides sufficient financial flexibility to offset margin compression and capex-driven cash outflows compared to lower rated peers. Similarly, Air Canada has a solid liquidity position which Fitch believes provides a material amount of downside protection. It also retains financial flexibility from unencumbered assets to support further capital raises if needed. Aircraft lessors generally do not operate aircraft, a characteristic that fundamentally lowers operating risks such as air cargo rate exposure, operational efficiency and maintenance in comparison Atlas. Atlas' aircraft are also relatively older than other rated aircraft lessors' and are fully encumbered by various aircraft financing arrangements and the corporate credit facilities. Debt/Equity in the mid-3.0x range is similar to aircraft lessors KEY ASSUMPTIONS - Revenue, excluding fuel, is slightly lower in 2024 from lower BH rate resets and more CMI flying offsetting new aircraft contributions. Subsequently growth picks up in 2025 with an improvement in freight markets and new aircraft contributions; - EBITDA is nearly $1.0 billion in 2024 but expands to $1.1 billion in 2025 and remains around this level, benefiting from cost saving actions, favourable mix from new aircraft flying and more supportive air freight rates; - Planned aircraft purchases in 2024 are financed with aircraft-backed debt; - Total maintenance investment, across capex and working capital of about $400 million per year through the forecast; - Atlas balances growth capex, managing its balance sheet to near-current levels, and returning excess cash flow to shareholders via around $125 million of preferred dividends and discretionary distributions; - SOFR rates remain in the 4%-5% range through the forecast. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: - Establishment of a clear, credit-conscious capital allocation and fleet planning policy that enhances collateral asset quality and financial flexibility; - A less encumbered capital structure with mid-cycle EBITDAR leverage sustained below 3.0x and/or first-lien LTV around 60%; - Effective implementation of strategic growth plans, coupled with maintaining healthy contract structures and durations, that strengthen FCF stability through business cycles. Factors that could, individually or collectively, lead to a negative rating action/downgrade: - Mid-cycle EBITDAR leverage sustained above 3.5x and/or first-lien LTV sustained above 66%; - Mid-cycle EBITDAR Fixed Charge Coverage sustained below 3.5x; - Capital deployment actions that reduce collateral asset quality (e.g., increased average age) and financial flexibility; - Shift operating profile that heightens through-the-cycle FCF variability, including weaker contract structures and durations, or constrains FCF (excluding growth capex) to consistently below $200 million. LIQUIDITY AND DEBT STRUCTURE Comfortable Liquidity: Atlas had a comfortable liquidity position as of Dec. 31, 2023 comprised of $197 million of cash and full availability under the $300 million revolving credit facility. Mandatory debt amortization is expected to be in the $190 million to $200 million per year over the next three years, primarily from aircraft financing and to a lesser extent, $8 million of annual term loan amortization. Fitch also considers the impact of LTV levels on liquidity. In order to draw 50% or more of the $300 million revolving credit facility, the LTV is limited to 89%. Structural Considerations: The revolver and $800 million (original commitment) term loan are structurally subordinated to the aircraft-secured debts, which are borrowed under various subsidiaries and do not carry cross or downstream guarantees. Preferred Stock Treatment: Fitch does not treat the $900 million of preferred stock as debt since it was issued outside of the rated entity/restricted group, the inability to trigger a default under Atlas' debt terms and absence of event of default provisions or debt-like remedies under the terms of the preferred stock. ISSUER PROFILE Atlas Air is a global cargo airline that operates over 100 aircraft including a mix of Boeing 747, 777, 767 and 767 aircraft. It serves a variety of customers in as freight forwarding, express shipping, retail & e-commerce and military markets. 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 ----------- ------ -------- ----- Rand Parent, LLC LT IDR BB Affirmed BB senior secured LT BB+ Affirmed RR2 BB+ RATH RACING: Mary Sieling Named Subchapter V Trustee ---------------------------------------------------- The Acting U.S. Trustee for Region 12 appointed Mary Sieling as Subchapter V trustee for Rath Racing, Inc. Ms. Sieling will be paid an hourly fee of $330 for her services as Subchapter V trustee, an hourly fee of $200 for paralegal time, and will be reimbursed for work-related expenses incurred. Ms. Sieling declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mary F. Sieling 150 South Fifth Street, Suite 3125 Minneapolis, MN 55402 Email: mary@mantylaw.com About Rath Racing, Inc. Rath Racing, Inc. offers all-terrain vehicle (ATV), Side-by-Side & utility task vehicle (UTV) parts & accessories. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 24-41056) on April 22, 2024. In the petition signed by Dary C. Rath, president, the Debtor disclosed $146,852 in assets and $1,510,411 in liabilities. Judge William J. Fisher oversees the case. John D. Lamey III, Esq., at Lamey Law Firm, PA, represents the Debtor as legal counsel. RED DOOR: Brendon Singh of Tran Singh Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 7 appointed Brendon Singh, Esq., at Tran Singh, LLP as Subchapter V trustee for Red Door Management, Inc. Mr. Singh will be paid an hourly fee of $500 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Singh declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brendon Singh, Esq. Tran Singh, LLP 2502 LA Branch Street Houston, TX 77004 Telephone: (832) 975-7300 Facsimile: (832) 975-7301 Email: bsingh@ts-llp.com About Red Door Management, Inc. Red Door Management, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31750) on April 19, 2024. In the petition signed by Mark C. Brown, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. RESEARCH NOW: Great Elm Capital Marks $8MM Loan at 82% ------------------------------------------------------ Great Elm Capital Corp. has marked its $8,000,000 loan extended to Research Now Group, Inc to market at $1,426,000 or 19% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in Great Elm's Form 10-Q for the quarterly period ended March 31, 2024, filed with the U.S. Securities and Exchange Commission. Great Elm is a participant in a 2nd Lien, Secured Loan to Research Now Group. The loan matures on December 20, 2025. Great Elm Capital Corp. was formed on April 22, 2016, as a Maryland corporation. The Company is structured as an externally managed, non-diversified closed-end management investment company. The Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company is managed by Great Elm Capital Management, Inc., a subsidiary of Great Elm Group, Inc. Great Elm's fiscal year ends December 31, 2023. Great Elm is led by Matt Kaplan, CEO; and Keri A. Davis, CFO. The Company can be reached through: Great Elm Capital Corp. 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410 Tel: (617) 375-3006 Research Now Group, Inc. and Survey Sampling International, LLC provide online and mobile survey-data collection, processing, and reporting. The company was acquired by Court Square Capital Partners through a leveraged buyout transaction. RESIDEO FUNDING: Moody's Rates Proposed First Lien Loans 'Ba1' -------------------------------------------------------------- Moody's Ratings affirmed Resideo Funding Inc.'s Ba2 corporate family rating and Ba2-PD probability of default rating. Moody's also affirmed the Ba1 ratings on Resideo's backed senior secured first lien term loan B and backed senior secured first lien revolving credit facility, and Ba3 rating on its backed senior unsecured notes. At the same time, Moody's assigned Ba1 ratings to the company's proposed $600 million backed senior secured first lien term loan due 2031 and to its $500 million backed senior secured first lien revolving credit facility due 2029. The company's Speculative Grade Liquidity Rating remains unchanged at SGL-1. The outlook remains stable. The proceeds from Resideo's new $600 million term loan, along with approximately $300 million of the company's balance sheet cash and $500 million of perpetual convertible preferred equity investment from Clayton, Dubilier & Rice LLC (CD&R), will be used to finance the acquisition of Snap One Holdings Corp. (Snap One), in a transaction valued $1.4 billion. Snap One is a provider of smart-living products, services, and software to professional integrators, generating $1.1 billion in annual revenue. The acquisition is expected to close in the second half of 2024. The Snap One acquisition is credit positive given that it increases Resideo's pro forma revenue scale to about $7.2 billion from $6.2 billion, and will expand Resideo's footprint in security, audio visual, smart living technologies and strengthen its market position in this segment with the addition of new and complementary product offerings mainly for its residential end markets. While the transaction increases Resideo's pro forma debt to EBITDA to 3.5x from 3.0x at March 31, 2024 (on a Moody's-adjusted basis), the rating action reflects Moody's view that leverage remains in line with the rating category, and will decline over the next 12 to 18 months. The company is partially funding the transaction through an investment by the private equity firm as opposed to increasing debt, however, the proportion of independent directors on Resideo's board will decline to a degree since two board seats will be designated for CD&R members, and this investment presents a potential event risk upon exit. The more discretionary nature of Snap One's products poses a modest risk in the current environment characterized by consumers' reduced disposable income by inflationary pressures, however, in Moody's view, the connected technologies and smart living products have good long term prospects. RATINGS RATIONALE Resideo's Ba2 CFR is supported by: 1) its significant revenue scale of pro forma $7.2 billion and global footprint; 2) strong market position as a provider of products and solutions in residential HVAC markets and a distributor of security and fire protection products in the professional installation channel; 3) the value of the Honeywell Home brand, and the technological expertise in manufacturing of integrated home and security products; 4) conservative financial strategy that focuses on deleveraging and demonstrates willingness to issue equity; 5) the majority of revenue generated from the retrofit market, which is generally less volatile than new construction; and 6) the variety of distribution channels, including the proprietary ADI Global Distribution business, and a diverse product offering. At the same time, the credit profile is constrained by: 1) the cyclicality of residential and non-residential end markets served and the resulting exposure to variations in demand and impact on credit metrics; 2) meaningful quarterly reimbursement payments for Honeywell's environmental obligations constraining free cash flow; 3) intense competition within the company's product categories and the necessity of rapid technological innovation; 4) the inherent low margin profile of the distribution business; 5) shareholder-friendly actions given the company's share repurchase program established in August 2023; and 6) risks related to acquisitions such as potential integration challenges, difficulties with synergy realization, and debt funding, although many of the company's acquisitions in the past have been tuck-in in nature and funded with cash. Resideo's SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation of very good liquidity over the next 12 to 15 months, supported by its solid free cash flow generation, $320 million of cash balance pro forma for closing of the acquisition, the availability under its $500 million revolving credit facility expiring in 2029, which is not expected to be significantly utilized, and good room under amended financial covenants, including leverage and interest coverage. The stable outlook reflects Moody's expectation that over the next 12 to 18 months, Resideo will seamlessly execute the integration of the Snap One acquisition, generate solid operating results, while maintaining its conservative approach to balance sheet management and gradually delevering toward its stated goal of 2.0x net debt to EBITDA. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company continues to demonstrate a track record of successful operations, while continuing to build scale, and improves EBITA margin sustainably above 10%. Disciplined financial policies, strong credit metrics during any industry cycle, including leverage trending toward 2.5x, robust free cash flow generation with free cash flow to debt consistently above 10%, good liquidity and favorable end market trends will also be important considerations for a higher rating. The ratings could be downgraded if weakness in end markets causes revenue and operating margin to contract significantly, or if the company adopts aggressive financial policies or experiences operational challenges. Additionally, leverage sustained above 3.5x, EBITA to interest coverage below 5.0x, free cash flow to debt below 7% or liquidity deterioration could also result in a ratings downgrade. The principal methodology used in these ratings was Manufacturing published in September 2021. Resideo is a provider of thermal, security and energy efficiency products, software solutions and technologies for a connected home. The company's Products and Solutions segment supplies comfort, residential thermal solutions and security products, and its ADI Global Distribution segment (ADI) distributes security, AV and low-voltage products. In the last twelve months ended March 30, 2024, Resideo generated $6.2 billion in revenue. RITHUM HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable, affirmed its 'B-' issuer credit rating, and affirmed all issue-level ratings on cloud-based e-commerce solutions provider Rithum Holdings Inc. (formerly CommerceHub Inc.). S&P said, "The negative outlook reflects our expectation for cash flow deficits that will cause liquidity to tighten over the next 12 to 18 months. We believe Rithum's debt capitalization is at risk of becoming unsustainable given persistently high base interest rates and its unhedged floating interest rate exposures. "The negative outlook reflects our expectation for ongoing cash flow deficits and declining liquidity in 2024 and 2025, even with expectations for improved reported earnings. Along with continued churn issues in the legacy ChannelAdvisor business, high base-interest rates (which we now expect will remain over 4% through 2025) are negatively affecting the company. Our revised forecast calls for reported FOCF deficits of about $20 million in 2024, down from our prior forecast of $15 million-$20 million in positive FOCF generation for the year. Interest rates are certainly a key part of the downward revision, but the company is also facing some working capital pressure, particularly related to collections. In order to fund sustained cash flow deficits, the company drew $15 million on its $50 million revolving credit facility in February 2024. In 2025, FOCF generation should improve toward roughly breakeven by year-end as interest rates decline modestly and it realizes additional cost savings. This supports the 'B-' rating. "Specifically, we forecast total liquidity will decline substantially from about $77 million in 2023 to about $30 million to $35 million in 2025 before expanding in 2026. This remains adequate for the 'B-' rating. However, we view Rithum's room for operational error as increasingly limited." Rithum's multi-channel commerce segment has faced churn since the company's acquisition of Channel Advisor in 2022, an issue that has yet to subside. While the company has enacted strategic initiatives to address this, results have not yet come to fruition and we expect further multi-channel commerce segment revenue declines in the high single-digit area this year. E-commerce trends have been encouraging, with more than 7% growth in 2023 according to the U.S. Census Bureau. In addition, according to CommerceIQ, e-commerce revenue grew 9.5% in the first quarter of 2024. That said, Rithum's drop-ship revenue has not seen the same momentum thus far. In 2023, partially due to the bankruptcy of Bed Bath & Beyond, Rithum's drop-ship revenue declined in the low single-digit percent area. S&P said, "While we believe e-commerce tailwinds will continue this year overall, our expectations for Rithum's drop-ship business are more muted despite its recent price increase initiative. As a result, we expect total revenues will continue to decline in 2024 in the2% to 5% range." Realizing acquisition cost synergies should support modest reported EBITDA growth in 2024. Since completing its $665 million ChannelAdvisor acquisition in November 2022, the company has been working toward a leaner cost structure primarily reducing headcount. The company realized most of these synergies as of the fourth quarter of 2023, and S&P is now forecasting a cost structure closer to run-rate levels. Rithum's S&P Global Ratings-adjusted EBITDA margins should increase by about 650 bps this year to almost 38% purely through the realization of these savings, which should support its ability to grow into its debt capitalization if interest rates decline. Despite an overall 3% to 5% revenue decline, EBITDA will grow roughly 16%, leading to a deleveraging of about 1.3x this year to the mid-8x area. Including the preferred shares, Rithum will struggle to deleverage as preferred dividends accrue faster than EBITDA growth. S&P said, "The negative outlook reflects our expectation for cash flow deficits that will cause liquidity to tighten over the next 12 to 18 months. We view Rithum's debt capitalization as being at risk of becoming unsustainable given persistently high base interest rates and its unhedged floating interest rate exposures. "We could lower the rating if cash flow deficits continue, such that we forecast Rithum will increasingly rely on its revolving credit facility for liquidity, or we conclude the capital structure is unsustainable." This could occur if: -- Interest rates remain higher than S&P currently forecast; -- Churn continues or worsens; -- Operational missteps executing target cost savings, resulting in underperformance; -- S&P believes a distressed exchange is likely; -- EBITDA is not sufficient to cover cash interest charges; or -- Cushion under its first-lien maximum net leverage covenant is diminished. S&P could revise the outlook to stable if Rithum generates sustainably positive FOCF on an annualized basis. In this scenario, S&P would expect: -- Revenue growth as a result of e-commerce and drop-ship tailwinds, reduced churn on the multi-channel commerce segment, and cross-selling opportunities across business lines; -- Execution on remaining cost savings initiatives, resulting in S&P Global Ratings-adjusted EBITDA margins in the 40% area; and -- A conservative financial policy with respect to leveraging mergers, acquisitions, and shareholder returns. Governance is a negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. ROBERTSHAW US: Invesco Dynamic Marks $456,000 Loan at 42% Off ------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $456,000 loan extended to Robertshaw US Holding Corp. to market at $266,596 or 58% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a Second Lien Term Loan (Acquired May 9, 2023 - July 14, 2023; Cost $276,408) to Robertshaw US. The loan accrues at a rate of 12.63% (3 mo. Term SOFR + 7.00%). The loan matures on May 10, 2024. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Invesco Dynamic Credit Opportunity Fund Glenn Brightman 1555 Peachtree Street, N.E., Suite 1800 Atlanta, Georgia 30309 Tel: (713) 626-1919 About Robertshaw US Holding Corp. Robertshaw US Holding Corp., along with its affiliates, is a global leader in designing and manufacturing innovative control systems and components for the appliance and HVAC industries. Robertshaw US Holding and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024, with $500 million to $1 billion in assets and liabilities. John Hewitt, chief executive officer, signed the petitions. The Hon. Christopher M. Lopez is assigned to the case. The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment banker and financial advisor; and KPMG, LLP as accountant, tax advisor and auditor. Kroll Restructuring Administration, LLC is the claims, noticing, solicitation and balloting agent. ROBERTSHAW US: Invesco Dynamic Marks $610,000 Loan at 42% Off ------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $610,000 loan extended to Robertshaw US Holding Corp. to market at $356,828 or 58% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a Third Lien Term Loan (Acquired May 9, 2023; Cost $168,670) to Robertshaw US. The loan accrues at a rate of 10.99% (3 mo. Term SOFR + 5.50%). The loan matures on May 10, 2024. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 About Robertshaw US Holding Corp. Robertshaw US Holding Corp., along with its affiliates, is a global leader in designing and manufacturing innovative control systems and components for the appliance and HVAC industries. Robertshaw US Holding and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024, with $500 million to $1 billion in assets and liabilities. John Hewitt, chief executive officer, signed the petitions. The Hon. Christopher M. Lopez is assigned to the case. The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment banker and financial advisor; and KPMG, LLP as accountant, tax advisor and auditor. Kroll Restructuring Administration, LLC is the claims, noticing, solicitation and balloting agent. ROSA'S SPORTS: Mark Hall Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Mark Hall, Esq., a partner at Fox Rothschild, LLP, as Subchapter V trustee for Rosa's Sports Bar LLC. Mr. Hall will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hall declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark E. Hall, Esq. Fox Rothschild, LLP 49 Market Street Morristown, NJ 07960 Phone: (973) 548-3314 Email: mhall@foxrothschild.com About Rosa's Sports Bar Rosa's Sports Bar LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-13853) on April 16, 2024, with $0 to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Vincent F. Papalia presides over the case. Steven D. Pertuz at the Law Offices Of Steven D. Pertuz, LLC represents the Debtor as legal counsel. SAM ASH: May 15 Deadline Set for Panel Questionnaires ----------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of Sam Ash Music Corporation, 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/ys8sany2 and return it via email to Tina.L.Oppelt@usdoj.gov so that it is received no later than May 15, 2024 at 1:00 p.m. 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 Sam Ash Sam Ash and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J., Case No. 24-14727) on May 8, 2024, with $100 million to $500 million in assets and $100 million to $500 million liabilities. Jordan Meyers as chief financial officer signed the petition. Hon. Stacey L. Meisel presides over the cases. The Debtors tapped Cole Schotz P.C. as counsel; SierraConstellation Partners LLC as financial advisor; and Capstone Capital Markets, LLC as investment banker. SAM ASH: Mulls Sale of IP Assets, Samson Biz in Chapter 11 ------------------------------------------------------------ Sam Ash -- the century-old American music retailer that became a beloved institution for generations of amateur and professional musicians alike -- filed for Chapter 11 bankruptcy protection on May 8, 2024 in the U.S. Bankruptcy Court for the District of New Jersey. Tiger Group and Gordon Brothers are now conducting store closing sales at all 42 remaining stores as Sam Ash pursues options for its go-forward strategy. Sam Ash is evaluating potentially selling its e-commerce operations and related intellectual property as well as its wholesale business called "Samson" in the bankruptcy proceedings. "Launched by my grandparents in 1924, Sam Ash is one of the best-known and most iconic brands in the history of U.S. musical instrument retailing, with an online presence and sales that remain incredibly strong," said David Ash, CEO of the privately owned, New York-based retailer. "Unfortunately, in today's post-Covid environment, the challenges to our brick-and-mortar business have necessitated a restructuring. We are exploring a number of strategic options in conjunction with these inventory sales. We believe that a restructuring of our liabilities and a potential sale of the business or portions of the business is the best path forward to unlock and maximize value for the benefit of the company's stakeholders. Stay tuned." The sales at 42 brick-and-mortar locations in 16 states represent a truly rare opportunity for customers that include DJs, producers, sound engineers, music educators and students, and amateur and professional musicians, noted Tiger Group COO Michael McGrail. "Sam Ash offers a huge array of new and used gear from the best-known brands in music," McGrail said. "All within the same store, you could find a $9,000 spruce-and-cocobolo Martin guitar fit for a Nashville pro, or a $200, entry-level Fender bass that is perfect for someone just starting out. This is the kind of inventory that rarely, if ever, is available in a blowout sale. It's an extraordinary event." The stores are in Arizona, California, Connecticut, Florida, Georgia, Illinois, Indiana, North Carolina, New Jersey, Nevada, New York, Ohio, Pennsylvania, Tennessee, Texas and Virginia. The inventory is comprised of guitars, amps, effects, pianos, drums, cymbals, keyboards, microphones, professional sound and recording equipment, sheet music, band and orchestra instruments, and more. Available brands, among many others, include Fender, Gibson, Taylor, Martin, Yamaha, Takamine, Ibanez, Epiphone, Jackson, Gretsch, Michael Kelly, Samson, Hartke, Soldano, Friedman, Orange Amplification, Blackstar, Boss, EVH, Tama, Ludwig, Zildjian, Paiste, Casio, Roland, Kawai, Korg, Jean Baptiste and Carlo Robelli. Immigrant violinist Sam Ash and his wife Rose launched the first store in Brooklyn in 1924. Their sons, Jerry Ash and Paul Ash, veterans of WWII and Korea, respectively, began the growth of the business that continued over subsequent generations. Over the decades, the company grew and evolved with American and music-industry history, including the Great Depression, World War II, the rise of Rock n' Roll and Hip Hop, the Great Financial Crisis and the shift into the Internet age. Along the way, Sam Ash earned a national reputation for high-touch service and its customer-friendly "Come and Play(R)" ethos. Four generations of the family, most recently Sam and Rose's great-grandchildren, have played an active role in the iconic business. Said David Ash, "Sam Ash would like to thank all of our associates, customers, and business partners for their dedication and continued support through these unprecedented times." About Sam Ash Music Corp. Sam Ash Music Corp. operates a chain of musical instrument retail stores. The Company offers guitars, basses, band and orchestra, drums, keyboards, live sound, recording gear, dj and lighting. Sam Ash Music serves customers throughout the United States. Hicksville, N.Y.-based Sam Ash Music Corporation and 11 affiliates, including Samson Technologies Corporation, filed for Chapter 11 bankruptcy (Bankr. N.J. Lead Case No. 24-14727) on May 8, 2024. The Hon. Stacey L. Meisel presides over the cases. Michael D. Sirota, Esq., at Cole Schotz P.C., serves as the Debtors' counsel. SierraConstellation Partners LLC is the Debtors' financial advisor and Capstone Capital Markets, LLC, their investment banker. Sam Ash estimated $100 million to $500 million in both assets and liabilities in its bankruptcy petition. The petitions were signed by Jordan Meyers as chief restructuring officer. SANGAMO THERAPEUTICS: Recurring Losses Raise Going Concern Doubt ---------------------------------------------------------------- Sangamo Therapeutics, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. According to the Company, its history of significant losses, negative cash flows from operations, limited liquidity resources currently on hand, and its dependence on additional financing to fund its operations after the current resources are exhausted raise substantial doubt about its ability to continue to operate as a going concern the next 12 months. Sangnamo reported a history of recurring net losses, including $49.1 million for the three months ended March 31, 2024, compared to a net income of $21.1 million for the three months ended March 31, 2023. The Company also reported net losses of $257.8 million and $192.3 million for the years ended December 31, 2023, and 2022, respectively. The Company's current operating plan, its cash and cash equivalents as of March 31, 2024, are expected to allow the Company to meet its liquidity requirements only into the third quarter of 2024. Successful completion of the Company's development programs and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to support the Company's cost structure and operating plan. Management's plans include, among other things, pursuing one or more of the following steps to raise additional capital, none of which can be guaranteed or are entirely within the Company's control: * raise funding through the sale of the Company's common stock; * raise funding through debt or royalty financing; and * establish collaborations with potential partners to advance the Company's product pipeline. If the Company is unable to raise capital on acceptable terms, or at all, or if it is unable to procure collaboration arrangements or external direct investments to advance its programs, the Company would be required to discontinue some or all of its operations or develop and implement a plan to further extend payables, reduce overhead or scale back its current operating plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan would be successful. Additional capital may not be available to the Company on a timely basis, on terms that are acceptable or at all. In particular, the perception of the Company's ability to continue to operate as a going concern may make it more difficult to obtain financing for the continuation of its operations, particularly in light of currently challenging macroeconomic and market conditions. Further, the Company may be unable to attract new investments as a result of the speculative nature of its newly reprioritized core neurology preclinical programs. If adequate funds are not available to the Company on a timely basis, or at all, the Company will be required to take additional actions to address its liquidity needs, including additional cost reduction measures such as further reducing operating expenses and delaying, reducing the scope of, discontinuing or altering its research and development Activities, which would have a material adverse effect on its business and prospects, or the Company may be required to cease operations entirely, liquidate all or a portion of its assets, and/or seek protection under the U.S. Bankruptcy Code. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/mtpc9fe6 About Sangamo Therapeutics Richmond, Calif.-based Sangamo Therapeutics, Inc. was incorporated in the State of Delaware in June 1995 and changed its name from Sangamo Biosciences, Inc. in January 2017. Sangamo is a genomic medicine company committed to translating ground-breaking science into medicines that transform the lives of patients and families afflicted with serious neurological diseases. As of March 31, 2024, the Company has $129 million in total assets, $72.3 million in total liabilities, and $56.7 million in total stockholders' equity. SHEN ZEN TEA: Unsecured Creditors to Split $33K in Plan ------------------------------------------------------- Shen Zen Tea, LLC filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization dated April 29, 2024. Shen Zen Tea (translates to "the deep spirit of tea") a Seattle local artisan tea and kombucha company that was started by James F. Chang in 2012. In 2020, the Debtor made the decision to begin marketing its products to retail outlets as a wholesale distributor, rather than exclusively through farmers markets as it had done previously. With the change in marketing strategy, the Debtor has experienced continual revenue growth as the Debtor has worked with distributors to place its product in major retailers such as PCC, Metropolitan Market, QFC, Town and Country, and Market of Choice in Portland, OR. Until the pandemic, Shen Zen Tea's gross revenue had grown year after year, primarily through farmers markets. Unfortunately, farmers markets were the first to be shut down during the pandemic which severely reduced the Debtor's revenue. The Debtor continued to experience challenges in servicing the debt it had incurred. To address these challenges, the Debtor filed for protection under Chapter 11, Subchapter V of the bankruptcy code. Class 4 consists of General Unsecured Claims. All general unsecured claims will receive a pro rata share of $33,000.00 to be paid no less than $600.00 per month beginning on July 20, 2024. This Class is impaired. Claim No. 3 of the US Small Business Administration will be paid as a Class 2 General unsecured claim as there is not sufficient value in Debtor's assets to secure the claim after payment of Classes 1, 2 and 3. James F. Chang holds a 100% membership interest in the Debtor which will be retained until payments provided for in the Plan are paid in full. The Plan will be funded with revenue from the Debtor's operation. It is anticipated both the income and expenses will remain relatively constant through the life of the Plan. A full-text copy of the Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=eq09I7 from PacerMonitor.com at no charge. Attorney for the Debtor: Jennifer L. Neeleman, Esq. Neeleman Law Group, P.C. 1403 8th Street Marysville, WA 98270 Tel: (425) 212-4800 Fax: (425) 212-4802 About Shen Zen Tea LLC Shen Zen Tea, LLC is a Seattle-local artisan tea and kombucha company that was started by James F. Chang in 2012. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code Bankr. W.D. Wash. Case No. 24-10211-MLB) on January 30, 2024. In the petition signed by James F. Chang, managing member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Marc Barreca oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. STAPLES INC: S&P Alters Outlook to Stable, Affirms 'B-' ICR ----------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative and affirmed all its ratings on U.S.-based business-to-business (B2B) office supplies distributor Staples Inc., including the 'B-' issuer credit rating. S&P said, "We assigned a 'B-' issue-level ratings to the company's proposed first-lien debt and a 'CCC' issue-level rating to the junior-lien debt. "The stable outlook reflects our forecast for modestly improving earnings and cash flows, though secular headwinds persist. "We believe Staples will successfully refinance its upcoming maturities because of improving market sentiments, debt repayment plans, and better performance. We expect the proposed refinancing will extend the company's weighted-average maturity and strengthen liquidity. We attribute the better market sentiments of the company to an uptick in debt trading prices, which have improved since our last rating action. (In September 2023, we downgraded the company's rating to 'B-' and revised the outlook to negative due to refinancing risks.) Staples plans to use proceeds from the sale of DEX business to repay its first-lien debt, supporting our view that the company is taking initiatives to lower the risk on its balance sheet while navigating through secular headwinds that a substantial portion of its business faces. The company is also providing collateral for its proposed junior debt, which we think enhances lenders' protection and increases the likelihood for the refinancing to occur. Still, if the refinancing is not completed, there is the possibility that the revolver maturity could accelerate if the company cannot repay or extend the maturity of one of its term loans, which could lead to downward pressure on the ratings. "Credit metrics improved better-than-expected, as profitability and cash flows increased through cost rationalizations and branding efforts. S&P Global Ratings-adjusted EBITDA margins of about 9% for fiscal 2023 were better than our previous expectations because of the company's sales initiatives and efforts to reduce expenses. Secular headwinds and weaker demand for certain products including promotional items is hurting Staples' top line. We believe demand declines in core paper and printing products may accelerate because the level of employees returning to the office has been fewer than originally expected. Further, offices are likely to use less paper-based processes and opt for more digitized tools when employees return, so we do not believe office printing will return to pre-pandemic levels. "Consequently pro forma for DEX sale, we expect revenue will remain almost flat for fiscal 2024 (ending January 2025), but we forecast EBITDA margins will increase to the mid-9% area, benefitting from management's cost actions and improved penetration of self-brand products. For fiscal 2025, we forecast top-line revenue will grow in the low-single-digit percent area due to improving demand for technology products and product mix shift. These expectations for modest EBITDA expansion will lead to further improvement in credit metrics. "The stable outlook on Staples reflects our expectation that the refinancing transaction will be completed, and credit metrics will improve this year due to debt reduction, as well as better profits and cash flows as envisioned in our base-case scenario. "We could lower our rating if we believe the company's capital structure is becoming unsustainable because of unanticipated performance weakness or debt refinancing risks return if the company did not complete the proposed transaction." Scenarios leading to a downgrade include: -- Performance weakens due to competitive pressures; -- Business initiatives fail to drive top-line or margin growth; or -- Debt-financed acquisitions or shareholder initiatives elevate leverage ratios for prolonged periods. S&P said, "We could raise the ratings on Staples if it achieves faster-than-expected expansion in EBITDA margins or material debt reductions, such that leverage would decline and sustain below 6x and free cash flow to debt would approach mid- to high-single-digit percent. Under this scenario, we would expect the company to demonstrate a track record reporting better credit metrics while successfully navigating secular challenges and committing to a more conservative balance sheet." STARK ENERGY: Thomas Kapusta Named Subchapter V Trustee ------------------------------------------------------- The Acting U.S. Trustee for Region 12 appointed Thomas Kapusta as Subchapter V trustee for Stark Energy, Inc. Mr. Kapusta will be paid an hourly fee of $275 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Kapusta declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Thomas J. Kapusta P.O. Box 90624 Sioux Falls, SD 57109 Email: tkapusta@aol.com About Stark Energy, Inc. Stark Energy, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.D. Case No. 24-30168) on April 23, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Robert Fettig as president. Judge Shon Hastings presides over the case. Erik A. Ahlgren, Esq. at Ahlgren Law Office, PLLC represents the Debtor as counsel. STEWARD HEALTH: MPW Faces Potential Lawsuit Following Bankruptcy ---------------------------------------------------------------- Moore Law, PLLC, a securities and shareholder law firm located on Wall Street, is investigating potential claims against Medical Properties Trust, Inc. (NYSE: MPW). The firm may be reached at fletcher@fmoorelaw.com Medical Properties Trust, Inc. is a publicly traded real-estate investment trust based in Birmingham, Alabama. The investigation concerns allegations of MPW's false and/or misleading statements, as well as a failure to disclose material facts as reported by the Wall Street Journal on May 7, 2024. The Wall Street article reported, among other things, that MPW faced financial hardship after "aiding its largest tenant [Steward Health Care System] with one financial-support package after another." Supplying this aid, in the form of huge payments to Steward Health Care System, has proven to be a big mistake for Medical Properties Trust after Steward Health Care System filed for bankruptcy. Medical Properties Trust is now one of Steward's biggest creditors and will be lucky to recover most, if any, of its $97.5 million in loans to Steward. This report comes on the heels of other bad news for MPW shareholders. In 2023, allegations surfaced that MPW's recapitalization transaction with Prospect Medical Holdings, Inc. was subject to regulatory approval and had in fact been placed on hold by the Department of Managed Health Care of the Health and Human Services Agency of the State of California. MPT's shares are down 81% since peaking in February 2020. Last year MPT cut its quarterly dividend by almost half. About Moore Law PLLC Moore Law is a NYC litigation law firm for investors seeking to enforce their rights. It holds officers and directors accountable for breaches of fiduciary duty, fraud, insider trading, wasteful spending, and other corporate malfeasance. It strengthens corporate governance reforms to better protect your investments. About Steward Health Care Steward Health Care System LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed a chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the U.S. Bankruptcy Court for the Southern District of Texas, and the Honorable Christopher M. Lopez oversees the proceeding. Weil, Gotshal & Manges LLP is serving as the Company's legal counsel. AlixPartners, LLP is providing financial advisory services to the Company, and John Castellano of AlixPartners is serving as the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc. are providing investment banking services to the Company. McDermott Will & Emery is special corporate and regulatory counsel for the company. Kroll is the claims agent. STRATEGIC ACQUISITIONS: Exworth Union Raises Going Concern Doubt ---------------------------------------------------------------- Strategic Acquisitions, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. As of March 31, 2024, the Company had cash of $35,657 and a shareholders' deficit of $763. For the three months ended March 31, 2024 and 2023, the Company had losses from operations of $43,450 and $58,002, respectively. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. Management plans to seek debt or equity financing to operate until such times as the Company has established sufficient ongoing revenues to cover its costs. However, there is no assurance that management will be successful in accomplishing its plan. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/bdvmnm5a About Strategic Acquisitions Short Hills, N.J.-based Strategic Acquisitions, Inc. develops proprietary software technology platform. The Company provides an integrated service for origination, documentation, and servicing of collateralized loans. The Company conducts its operations through Exworth Union Inc. As of March 31, 2024, the Company has $8,547,421 in total assets and $8,548,184 in total liabilities. SUITED CONNECTOR: Fidus Investment Marks $16MM Loan at 70% Off -------------------------------------------------------------- Fidus Investment Corporation has marked its $16,000,000 loan extended to Suited Connector LLC to market at $4,866,000 or 30% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in FIC's Form 10-Q for the quarterly period ended March 31, 2024, filed with the U.S. Securities and Exchange Commission. FIC is a participant in a Second Lien Debt (12% Payment in Kind) to Suited Connector. The loan matures on June 1, 2028. FIC, a Maryland corporation, operates as an externally managed, closed-end, non-diversified business development company under the Investment Company Act of 1940, as amended. The Company provides customized debt and equity financing solutions to lower middle-market companies, and may make investments directly or through its two wholly-owned investment company subsidiaries, Fidus Mezzanine Capital II, L.P. and Fidus Mezzanine Capital III, L.P. FIC's fiscal year ends December 31, 2023. FIC is led by Edward H. Ross President, Principal Executive Officer; and Shelby E. Sherard, Principal Financial and Accounting Officer. The Company can be reached through: Fidus Investment Corporation 1603 Orrington Avenue, Suite 1005 Evanston, IL 60201 Tel: (847) 859-3940 Suited Connector, LLC, doing business as MORTGAGE.INFO, is a mortgage lender matching company. SUNRAMA INC: Salvatore LaMonica Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 2 appointed Salvatore LaMonica, Esq., at LaMonica Herbst & Maniscalco, LLP, as Subchapter V trustee for Sunrama, Inc. Mr. LaMonica will be paid an hourly fee of $725 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. LaMonica declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Salvatore LaMonica, Esq. LaMonica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Phone: (516) 826-6500 Email: sl@lhmlawfirm.com About Sunrama Inc. Sunrama, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-71573) on April 22, 2024, with $500,001 to $1 million in assets and liabilities. Judge Alan S. Trust presides over the case. SUPERIOR PLUS: Moody's Assigns 'Ba2' CFR, Outlook Stable -------------------------------------------------------- Moody's Ratings assigned a Ba2 corporate family rating, Ba2-PD probability of default rating, SGL-3 speculative grade liquidity rating and stable outlook to Superior Plus Corp. (Superior). At the same time, Moody's withdrew Superior Plus LP's Ba2 CFR, Ba2-PD PDR, SGL-3 speculative grade liquidity rating and affirmed the Ba3 backed senior unsecured notes ratings. The outlook at Superior Plus LP remains stable. The CFR, PDR and SGL ratings were reassigned to align to the reporting entity (Superior) upon which Moody's ratings are derived. The ratings of the unsecured notes will remain at the borrower, Superior Plus LP and reflect the guarantee of the parent, Superior. The ratings affirmations reflect Moody's expectation that Superior will continue to reduce financial leverage, primarily through EBITDA expansion underpinned by steady growth from Certarus. RATINGS RATIONALE Superior's Ba2 CFR is supported by: 1) positioning as the leading propane distributor in Canada and the fourth largest in the U.S.; 2) good geographic diversity across North America; 3) a solid operational and acquisition integration track record; and 4) Moody's expectation for steady organic growth underpinned by the mobile compressed natural gas business. The company's rating is challenged by: 1) ongoing secular decline in demand in the propane industry limiting organic EBITDA growth; 2) weather-related demand driving cash flow volatility and the potential for exposure to more abnormal swings tied to climate change; 3) exposure to cyclical drilling and completion activities in the oil and gas industry; and 4) liquidity impacted by dependence on highly-utilized revolving credit facilities. Superior's liquidity is adequate. At year end 2023, Superior had around C$40 million in cash and about C$350 available under its revolving credit facilities totaling C$1.3 billion (C$750 million expiring June 2027 and C$550 million expiring May 2026), after letters of credit of around C$25 million. Moody's forecasts flat to modestly negative free cash flow through fiscal years 2023 and 2024 with potentially large swings in interim periods. Moody's expects the company to remain in compliance with its two financial covenants. Assets are largely encumbered by the secured credit facilities. Superior Plus LP's senior unsecured notes are rated Ba3, one notch below the Ba2 CFR at Superior, reflecting their subordinated claim to the company's assets relative to the secured revolving credit facilities totaling C$1.3 billion. The stable outlook reflects Moody's expectation for deleveraging toward 3.5x through 2025 supported by rising EBITDA and steady growth from Certarus. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if debt/EBITDA rises above 4.5x, the company generates sustained negative free cash flow or liquidity weakens. More aggressive financial policies could also lead to a downgrade. The ratings could be upgraded if debt/EBITDA falls toward 3x and the company sustains organic EBITDA growth while maintaining good liquidity. Superior Plus Corp. is a publicly traded company headquartered in Toronto, Canada and leading North American distributor of propane, compressed natural gas, renewable energy and related products and services, servicing approximately 770,000 customer locations in the U.S. and Canada. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. TBD RESTAURANTS: Unsecureds to be Paid in Full over 5 Years ----------------------------------------------------------- TBD Restaurants, LLC filed with the U.S. Bankruptcy Court for the District of Nevada a Plan of Reorganization for Small Business dated April 29, 2024. The Debtor is a limited liability company which is owned by Hagog (Jacob) Tchmanian and G5 Consulting LLC. The Debtor itself owns 5 companies, 3 of which are no longer operating and 2 of which are in operation as pizzeria restaurants. The two currently operating businesses are V&H Pizza 1, LLC d/b/a Napoli Pizza and K&H Inc. d/b/a Napoli Pizza. The three closed entities are Brothers Pizza, LLC, Georgie D Group, LLC d/b/a Angelina's and BBC Group CA LLC. The Plan proposes to pay all allowed claims 100% using income generated by V&H and K&H respectively. As such, all projected disposable for the period of 5 years described in Section 1191(c)(2)(a). Additionally, any funds awarded to TBD from the ongoing lawsuits will go towards paying the balance of all allowed claims prior to the 5-year plan term. Class 3 consists of non-priority unsecured claims. All allowed claims will be paid in full over the course of the plan. Any creditors who do not file claims or who have had their claims objected to and disallowed will not be paid. This Class is impaired. Class 4 consists of equity security holders of the Debtor. The equity security holder, the Debtor's member, shall retain all current interests. The means for implementation shall come from net proceeds from operating K&H and V&H over the course of 5 years. Additional funds will come from any funds awarded in prepetition lawsuits which will proceed after confirmation of this plan. A full-text copy of the Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=3SSNfz from PacerMonitor.com at no charge. Attorney for the Debtor: James T. Leavitt, Esq. LEAVITT LEGAL SERVICES, P.C. 601 South 6th Street Las Vegas, NV 89101 Tel: (702) 385-7444 Fax: (702) 385-1178 Email: Jamestleavittesq@gmail.com About TBD Restaurants, LLC TBD Restaurants, LLC owns and operates a pizza restaurant in Henderson, Nev. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-10386) on January 29, 2024, with $4,079,600 in assets and $431,000 in liabilities. Hagop (Jacob) Tchamanian, managing member, signed the petition. Judge August B. Landis oversees the case. James T. Leavitt, Esq., at Leavitt Legal Services, P.C. represents the Debtor as bankruptcy counsel. TELESAT LLC: Invesco Dynamic Marks $1.7MM Loan at 40% Off --------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $1,740,000 loan extended Telesat LLC (dba Mitel) to market at $1,047,465 or 60% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a Term Loan B-5 to Telesat. The loan accrues interest at a rate of 8.35% (1 mo. Term SOFR + 2.75%) per annum. The loan matures on December 7, 2026. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 Telesat LLC operates as a satellite operator. The Company offers satellite delivered communications solutions to broadcast, telecom, corporate, and government customers, as well as provides technical consultancy services. Telesat serves clients worldwide. TJC SPARTECH: S&P Downgrades ICR to 'CCC+', Outlook Negative ------------------------------------------------------------ S&P Global Ratings revised its issuer credit rating on TJC Spartech Acquisition Corp. to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered its issue-level rating on Spartech's first-lien term loan to 'CCC+' from 'B-'. The recovery rating remains '3'. The negative outlook on Spartech reflects S&P's view that it could lower its ratings if liquidity weakens significantly, increasing the likelihood of a default or distressed transaction over the next 12 months. Elevated interest rates continue to hurt demand in Spartech's key end markets. Revenue in 2023 declined 16% year over year, largely from rising interest rates that have reduced discretionary spending in the company's recreational vehicle, signage, and pool/spa end markets. These declines more than outweighed solid performance in its aerospace and defense and automotive end markets. S&P said, "With interest rates remaining elevated in 2024, we expect soft demand in its consumer end markets, albeit slightly better than 2023. Although we believe demand has reached a trough, the recovery trajectory will likely remain slow. Therefore, we expect slightly improved volumes in 2024 and pockets of pricing power in certain recovering end markets. The fragmented and competitive plastics market, however, will likely limit upside. Additionally, we expect contributions from new products and customer wins to supplement the modest end-market rebound, increasing revenue in the 4%-7% range in 2024. "Lower volumes and higher operating expenses have reduced EBITDA margins and weakened the company's credit metrics. Spartech's S&P Global Ratings-adjusted EBITDA margin in 2023 deteriorated by 340 basis points to 7.6%, below our expectations. Declines in the company's raw materials cost only partially offset weaker fixed-cost absorption and higher selling, general, and administrative expenses as a percentage of revenue. The weaker performance raised S&P Global Ratings-adjusted debt to EBITDA to the 13x area in 2023 and dropped interest coverage below 1x. "We forecast cost-cutting initiatives and investments in automation will improve Spartech's EBITDA margin to the 9%-10% area in 2024. However, we still expect leverage will remain elevated in the 10x area in 2024. "Spartech's elevated leverage and high interest expense will begin to pressure liquidity, in our opinion. As of Dec. 31, 2023, Spartech had a $60 million revolving credit facility and $15 million cash on its balance sheet. However, the company's elevated leverage currently caps its revolver borrowing capacity at $24 million. We believe this is sufficient to cover liquidity needs such as debt amortization and capital spending requirements, but it leaves little room for underperformance. Furthermore, we expect funds from operations (FFO) to remain a deficit over the next 12 months due to high interest rates. "Spartech's cash inflow from working capital was strong in 2023, which translated into minimally positive S&P Global Ratings-adjusted free operating cash flow (FOCF). We believe it will become more difficult to reduce working capital further in 2024. Coupled with slightly higher capital expenditure (capex) for automation projects, this will likely result in a modest FOCF deficit, in our view. Additionally, we anticipate Spartech's elevated interest expense will result in S&P Global Ratings-adjusted EBITDA to cash interest coverage below 1x in 2024. "The negative outlook on Spartech reflects our view that we could lower our ratings if liquidity weakens significantly, increasing the likelihood of a default or distressed transaction over the next 12 months. "We could lower our ratings on Spartech if weaker performance persists, sustaining high leverage and limiting access under its revolving facility. We believe this would increase the chance of a default or a distressed debt restructuring in the next 12 months." S&P could consider a positive rating action on Spartech if it: -- Significantly improves operating performance such that we consider its capital structure sustainable over the long term; and -- Improves its liquidity position and maintains sufficient cushion to its covenants. Governance factors are a moderately negative consideration in our credit rating analysis of Spartech, as is the case for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. Environmental and social factors are neutral, in its view, and do not impact its credit analysis of Spartech. TRIAD MOTORS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Triad Motors Ltd. DBA Hovey Motor Cars 30775 IH 10 WEST Boerne, TX 78006 Business Description: The Debtor is an automobile dealer. Chapter 11 Petition Date: May 10, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-50876 Judge: Hon. Michael M. Parker Debtor's Counsel: James S. Wilkins, Esq. JAMES S. WILKINS P.C. 1100 NW Loop 410, Ste. 700 San Antonio, TX 78213 Tel: 210-271-9212 Email: jwilkins@stic.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Richard D. Hovey, Jr., as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MOVZORQ/TRIAD_MOTORS_LTD__txwbke-24-50876__0001.0.pdf?mcid=tGE4TAMA TWENTY FOUR HOUR: Lawrence Katz Named Subchapter V Trustee ---------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Lawrence Katz of Hirschler Fleischer, PC as Subchapter V trustee for Twenty Four Hour Dependable Medical Supplies. Mr. Katz will be paid an hourly fee of $625 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Katz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lawrence A. Katz Hirschler Fleischer, PC 1676 International Drive, Suite 1350 Tysons Corner, VA 22102-4940 Phone: (703) 584-8901 Email: LKatz@hirschlerlaw.com About Twenty Four Hour Dependable Medical Supplies Twenty Four Hour Dependable Medical Supplies offers home medical equipment and supplies. Twenty Four Hour Dependable Medical Supplies, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Md. Case No. 24-13383) on April 23, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Cherylette Henderson as managing member. Daniel Staeven, Esq. at FROST LAW represents the Debtor as counsel. TWS ENTERPRISES: Matthew Brash Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 11 appointed Matthew Brash of Newpoint Advisors Corporation as Subchapter V trustee for TWS Enterprises Inc. Mr. Brash will be paid an hourly fee of $395 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Brash declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Matthew Brash Newpoint Advisors Corporation 655 Deerfield Road, Suite 100-311 Deerfield, IL 60015 Tel: (847) 404-7845 Email: mbrash@newpointadvisors.us About TWS Enterprises Inc. TWS Enterprises Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05839) on April 20, 2024, with $100,001 to $500,000 in assets and liabilities. Judge Deborah L. Thorne presides over the case. Paul M. Bach at Bach Law Offices represents the Debtor as legal counsel. ULTIMATE JETCHARTERS: Plan Exclusivity Period Extended to June 21 ----------------------------------------------------------------- Judge Alan M. Koschik of the U.S. Bankruptcy Court for the Northern District of Ohio extended Ultimate Jetcharters, LLC and Ultimate Jet, LLC's exclusive periods to file a plan of reorganization and obtain acceptance thereof to June 21 and August 20, 2024, respectively. As shared by Troubled Company Reporter, the Debtor is a charter airline authorized by the Federal Aviation Administration ("F.A.A.") to provide private jet charters and corporate travel for up to thirty passengers and provides services to business travelers, casino visitors and sports teams throughout the United States. The Debtors believe that a 45-day extension is necessary and sufficient for these purposes while the companies are beginning the process of evaluating the Debtors' proposed plan of reorganization. In addition, the requested extension is realistic and necessary, will not prejudice creditors, and will allow the Debtors time to determine the ideal avenue by which to prepare and file a feasible, and ideally a consensual, plan of reorganization. The Debtors' Counsel: Peter Tsarnas, Esq. GERTZ AND ROSEN, LTD. 159 S. Main Street, Suite 400 Akron, OH 44308 Tel:(330) 255-0735 E-mail: ptsarnas@gertzrosen.com About Ultimate Jetcharters Ultimate Jetcharters, LLC, is a private aviation company in North Canton, Ohio. Ultimate Jetcharters sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-51404) on Oct. 10, 2023. In the petition signed by its chief financial officer William S. Rudner, the Debtor disclosed $500,000 to $1 million in assets and $10 million to $50 million in liabilities. Judge Alan M. Koschik oversees the case. Peter Tsarnas, Esq., at Gertsz and Rosen, Ltd., is the Debtor's legal counsel. UNITI GROUP: Fitch Corrects Feb. 2023 Ratings Release ----------------------------------------------------- Fitch Ratings issued a correction on a release on Uniti Group published on Feb. 2, 2023. It includes updated information that the 10.5% senior secured notes are rated under both Uniti Group, LP and Uniti Fiber Holdings Inc., which was omitted from the original release. The amended release is as follows: Fitch Ratings has assigned a 'BB+'/'RR1' rating to Uniti Group, LP's and its co-issuers (Uniti) offering of $1.75 billion of senior secured notes due 2028. Uniti Group, LP is a subsidiary of Uniti Group Inc. Net proceeds from the offering are expected to be used to redeem a portion of its 7.875% 2025 senior secured notes, to repay $275 million of outstanding borrowings on the revolver, to pay related fees and expenses and for generate corporate purposes. Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC, are co-issuers of the notes. Uniti Group Finance 2019 Inc. and CSL Capital, LLC are not rated by Fitch. The notes will be guaranteed on a senior unsecured basis by Uniti Group Inc. and on a senior secured basis by each of its subsidiaries (other than the issuers) that guarantees indebtedness under the senior secured credit facilities and existing secured notes (except initially those subsidiaries that require regulatory approval prior to guaranteeing the new notes). KEY RATING DRIVERS Stable Revenue and EBITDA: Uniti Group Inc.'s 'B+'/Stable Issuer Default Rating reflects its stable revenue and EBITDA due to the contractual nature of its revenue stream, including the long-term lease payments from Windstream Services. This is balanced against the company's high tenant concentration, with approximately two- thirds of its revenues derived from Windstream. Cash Flow and Revenue Stability: In addition to the stable long-term lease payments from Windstream, Uniti's ratings incorporate expectations for growth in its non-Windstream leasing business as well as in its fiber segment. Uniti's revenue growth prospects benefit from the secular tailwinds for data consumption and broadband connectivity, both wireline and wireless. The master leases with Windstream produced approximately $667 million in cash revenue in 2021, and will grow slightly due to escalators over time. Returns on Uniti's funding of growth capital improvements (GCIs) are incremental to this amount. Uniti is expected to derive approximately 34% of revenue outside of the Windstream leases in 2022 via leases to other telecommunications entities and through contracts providing fiber capacity to wireless carriers, enterprise and wholesale carriers and government entities. Leverage Improvement: Fitch expects net leverage (net debt/recurring operating EBITDA) to approximate 5.9x at yearend 2022, flat with the 5.9x metric in 2021. In 2020, asset sales contributed to a decline to 6.1x from 6.4x in 2019. Acquisitions prior to 2019 had caused net leverage to be elevated. Fitch expects leverage to remain around the current level in its near-term forecast. Fitch expects Uniti to finance future transactions such that net leverage will remain relatively stable at mid-5x to 6x over the long term, though likely at the higher end of this range. Fitch does not include the Windstream settlement obligation as debt; as of Sept. 30, 2022, the remaining obligation was approximately $248 million. The company directed a portion ($78 million) of debt raised in 2021 to partially prepay the settlement obligation, but even if the company financed the remaining obligation with debt it would not have an impact on the rating as the company would still be within Fitch's rating sensitivities. Liquidity is Solid: Liquidity at Sept. 30, 2022 was approximately $268 million, consisting of cash of approximately $43 million and revolver availability of approximately $225 million. Pro forma for the current offering, availability on the revolver would increase to $500 million. Windstream's 2020 emergence from bankruptcy materially reduced Uniti's risk and improves prospects for the company. Uniti's funding needs have increased to fund Windstream's GCIs per the terms of their settlement agreement. Tenant Concentration: Windstream's master leases provide approximately 66% of Uniti's revenue. At the time of the spinoff, nearly all revenue was from Windstream. Fitch believes improved diversiﬁcation is a positive for the company's credit proﬁle, as major customer verticals outside of Windstream consist of large wireless carriers, national cable operators, government agencies and education. Leased Assets' Importance to Windstream: Fitch believes Uniti's assets are essential to Windstream's operations, and this has been validated by the approval of the settlement agreement. In certain markets, Windstream is a "carrier of last resort" from a regulatory perspective, and would require permission from state public utility commissions and the Federal Communications Commission to cease providing service in those markets. Geographic Diversiﬁcation: The company's geographic diversiﬁcation is solid, given Windstream's geographically diverse operations and the expanded footprint due to acquisitions since the spinoff. DERIVATION SUMMARY As the only ﬁber-based telecommunications REIT, Uniti (B+/Stable) currently has no direct peers. Uniti is a telecom REIT formed through the spinoff of a signiﬁcant portion of Windstream's ﬁber optic and copper assets. Windstream retained the electronics necessary to continue as a telecommunication services provider. Fitch believes Uniti's operations are geographically diverse, as they are spread across more than 30 states, while the assets under the master lease with Windstream provide adequate scale. Other close comparable telecommunications REITs are tower companies, including American Tower Corporation (BBB+/Negative), Crown Castle International Corp. (BBB+/Stable) and SBA Communications Corporation (not rated). These companies lease space on towers and ground space to wireless carriers, and are a key part of the wireless industry infrastructure. However, the primary difference is tower companies operate on a shared infrastructure basis with multiple tenants, whereas a substantial portion of Uniti's revenues are derived on an exclusive basis under sale-leaseback transactions. Uniti's leverage is higher than that of American Tower or Crown Castle, but lower than that of SBA. Uniti's network is one of the largest independent fiber providers in the U.S., along with Zayo Group Holdings, Inc. The business models of Uniti and Zayo are unlike the wireline business of communications services providers, including AT&T Inc. (BBB+/Stable), Verizon Communications Inc. (A-/Stable) or Lumen Technologies (BB/Stable). Uniti and Zayo are providers of infrastructure, which may be used by communications service providers to provide retail services, including wireless, voice, data and internet. Crown Castle is an increasingly large participant in the ﬁber infrastructure business through a series of acquisitions. The large communications services providers self-provision, and they may use a ﬁber infrastructure provider to augment their networks. Uniti's fiber acquisitions since the spinoff are a key credit consideration, as they reduced the concentration of revenues and EBITDA from the Windstream master leases. Customers in the ﬁber business include wireless carriers, enterprises and governments. Fitch believes aspects of Uniti's credit proﬁle are similar to cases in the gaming industry where there are single-tenant or concentrated leases between operating companies and their respective REITs (propcos). Both Uniti and gaming REITs beneﬁt from triple net leases. Fitch believes the propcos are better positioned, as rents may continue uninterrupted through the tenant's bankruptcy because such rents are an operating expense and unlikely to be rejected as a result of the master lease structure. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - In 2022-2025, Fitch expects revenues to increase in the low single digits. - Fitch expects EBITDA margins will be slightly under 80%; - Fitch has reflected the terms of the settlement agreement with Windstream, including the payment of the settlement obligations and the funding of certain Windstream GCIs; - Fitch expects Uniti to target long-term net leverage in the mid-5x range to 6x range; Fitch expects gross leverage to be in the high-5x range to low 6x longer term; - Fitch estimates 2022 net success-based capital spending was in the $400 million range, in line with company public net success-based capex guidance for fiber and leasing; - Fitch has assumed dividends grow in the low single digits going forward. Recovery Analysis: The recovery analysis assumes that Uniti would be considered a going concern in a bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Going Concern Approach; The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which Fitch bases the valuation of the company. This leads to a post-reorganization EBITDA estimate of $750 million. The reduced EBITDA could come about by a rent reset at Windstream (and there are no immediate EBITDA generating benefits received by Uniti in return for the reduction) and/or weakness in other lines of business as fiber contracts are renewed at lower levels. Post-reorganization valuation uses a 6.0x enterprise value multiple. The 6.0x multiple reflects the high margin, large contractual backlog of revenues, and high asset value of the fiber networks. Fitch uses this multiple for fiber-based infrastructure companies, for which there have been historical transaction multiples in the high single digit range. The multiple is in line with the range for telecom companies published in Fitch's Telecom, Media and Technology Bankruptcy Enterprise Values and Creditor Recoveries report. The most recent report indicates a median of 5.4x. Other communications infrastructure companies, such as tower operators, trade at EV multiples exceeding 20x. The tower companies have lower asset risk and higher growth prospects leading to multiples in excess of 20x. Tower operators have low churn as switching costs are high for customers (to avoid service disruptions). The revolver is assumed to be fully drawn. The recovery analysis produces a Recovery Rating of 'RR1' for the secured debt, reflecting strong recovery prospects (100%); the 'RR5' for the senior unsecured debt reflects the lower recovery prospects of the unsecured debt, given its position in the capital structure. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch's expectation that net debt/recurring operating EBITDA is sustained below 5.5x, and REIT interest coverage is 2.3x or higher; - Demonstrated access to the common equity market to fund GCI, other investments or acquisitions. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Net debt/recurring operating EBITDA is expected to be sustained above 6.5x or REIT interest coverage is 2.0x or lower; - If Windstream's rent coverage/rents ratio approaches 1.2x, a negative rating action could occur. Rent coverage is measured as EBITDAR-net capex/rents; however, Fitch will also consider Uniti's level of revenue and EBITDA diversiﬁcation at that time. In determining net capex, Windstream's gross capex would be reduced by GCI funded by Uniti. LIQUIDITY AND DEBT STRUCTURE Improved Liquidity: As of Sept. 30, 2022, Uniti had approximately $268 million of liquidity (unrestricted cash of approximately $43 million and revolver availability of $225 million). Pro forma for the current offering, the company's liquidity would improve to $543 million, including $500 million of revolver availability. Uniti's $500 million RCF matures Dec. 10, 2024. The maturity date of the revolver will be subject to an earlier maturity date of 91 days prior to the maturity date of any outstanding debt with a principal amount of at least $200 million, unless its unrestricted cash balance plus remaining revolver availability exceeds the principal amount of such debt at all times following the 91st such day until the maturity of such debt. The covenant reversion language in the senior secured notes due 2025 is was lifted in 2Q22 since the achieved a net leverage ratio under the indenture of less than 5.75x. The provision had limited the payment of cash dividends to an amount that did not exceed 90% of REIT taxable income, without regard to the dividends-paid deduction and excluding any net capital gains, while net leverage was above 5.75x. The principal financial covenants in the company's credit agreement require Uniti to maintain a consolidated secured leverage ratio of no more than 5x. The company can incur other debt such that pro forma consolidated total leverage is no more than 6.5x, and if such debt is secured, as long as the consolidated secured leverage ratio does not exceed 4x on a pro forma basis. If the company incurs debt on the RCF, or otherwise, such that total leverage exceeds 6.5x, the RCF will impose material restrictions on Uniti's ability to pay dividends. Maturities: There are no major maturities until 2024, when $138 million of senior unsecured exchangeable notes mature. Uniti established an at-the-market common stock offering program in June 2020 that allows for the issuance of up to $250 million of common equity to keep the capital structure in balance when funding capex, as well as to finance small transactions. REIT-required distributions reduce Uniti's FCF, although the company has been able to reduce the dividend to relatively low levels to maintain financial flexibility. Capital intensity varies by business unit. In the leasing business, capital intensity is virtually non-existent, as capex is the responsibility of the tenant. Intensity is high in the Fiber segment, as the company is in the process of completing Fiber projects. ISSUER PROFILE Uniti, which operates as a REIT, was formed through a spinoff from Windstream Holdings, Inc. in April 2015. On a consolidated basis the company has $7.2 billion of revenue under contract, with around eight years of contract term remaining. DATE OF RELEVANT COMMITTEE 22 September 2022 Entity/Debt Rating Recovery ----------- ------ -------- Uniti Fiber Holdings Inc. senior secured LT BB+ New Rating RR1 Uniti Group LP senior secured LT BB+ New Rating RR1 UP RIGHT: Proposes Immaterial Modifications to Plan --------------------------------------------------- Up Right Transportation LLC submitted a Second Modified Second Amended Plan of Reorganization under Subchapter V dated April 29, 2024. The modifications herein are immaterial and are made only to address the Debtor's organizational structure and concerns raised by the United States Trustee. As originally contemplated, Fast Trac was to commit a certain number of jobs to King, which would use the Debtor's trucks and trailers to complete the jobs. Fast Trac would obtain and maintain insurance on the Debtor's trucks and trailers and maintain the government licensure, relieving the Debtor from this financial burden. In exchange for the job referrals, Fast Trac retained 30% of the net revenue it earned from line hauls, before remitting the balance of those proceeds to King. King would use these net proceeds to pay for its office space, the truck storage space, driver pay, gasoline, employee costs and other over-head. Of the remaining proceeds, King would remit 90% of the net funds to Up Right to pay for King's use of the trucks and trailer on the jobs contracted through Fast Trac (or directly contracted by King). The Debtor hoped that by bringing Fast Trac into the fold, the Debtor's income would become diversified as its number of jobs increased. Prior to King contracting with Fast Trac, due to a shifting in the trucking industry, the Up Right jobs had drastically decreased, making insurance for the equipment prohibitive. However, after shifting to Fast Trac, Mr. Cooper was disappointed by the lack of jobs that were being generated by Fast Trac despite its earlier representation. Thereafter, Mr. Cooper decided to form a new entity that would perform the same services as Fast Trac. By eliminating Fast Trac and creating a new entity, Mr. Cooper hoped to retain more profits from the jobs, which profits would subsequently be passed down to both King and the Debtor. In early December, 2023, Mr. Cooper solicited an unrelated third-party (Mr. Armando) to form a successor entity named United Royal Transport LLC that would replace Fast Trac. Under this new formation, United Royal retains 20% of the income from jobs, which United Royal uses to pay required deposits, insurance, government licensing and emergency funds. The remaining 80% of the job revenue is subsequently remitted from each job to King. King uses these proceed to pay for rent of the business office on Amazon Street, rent for the truck storage lot, payment of inhouse employees and overhead. Additional expenses picked up by King include actual payment to the drivers (1090 employees), fuel charges, property insurance, truck repairs and utilities. Thereafter from these remaining net proceeds, King retains 10% and remits the remaining 90% to Up Right. Up Right then makes the payments to the secured lenders and the unsecured creditors as set forth in the Plan. King will guaranty that a minimum monthly rental payment will be made to Up Right of $10,000.00 per month, which amount is sufficient to cover all plan payments. Up Right continues to be the owner of all of the trucks and trailers. If at any time and for any reason King is unable to make the $10,000.00 monthly minimum rental payment, this monthly obligation will be paid and guaranteed by Mr. Cooper, King and Up Right's sole member. Class 8 consists of General Unsecured Creditors. The General Unsecured Creditor Class consists of the following creditors: * $97,123.99 in unsecured creditors that filed proofs of claim; * $83,211.00 in unsecured creditors scheduled by the Debtor as having an undisputed claim; and * $198,308.00in deficiency claims and unsecured portions of tax claims. The total Unsecured Creditor Class is $378,642.99. The Debtor shall make monthly payments to the Disbursing Agent of $450.00, which the Disbursing Agent shall distribute pro rata to the unsecured creditors on a quarterly basis for 12 quarters (36 months). These payments represent a total payout of $16,200.00, which is approximately a 4% payout on unsecured claims. This amount is more than such creditors would receive in a Chapter 7 liquidation. Additionally, should the Debtor be successful in its Claim objection against the IRS and that Priority Claim is either reduced or eliminated, the Class 8 Claimants may receive an additional distribution from the stream of payments currently allocated over 48 months to pay the IRS Priority Claim if (i) Administrative expenses are paid in full and (ii) full payment has been made on the outstanding claims in Classes One and Two. In this case, any remaining payments otherwise directed to the IRS to satisfy its priority claim in 48 months will be reallocated to the Class 8 creditors until the end of the 48-month term. Initial payment on this Claim may be delayed (up to six months) if Debtor has insufficient funds to pay its Administrative Claims in full on the Effective Date. In such case, the unsecured creditors will still be paid the total amount of its secured claim, although payment may not begin in the first quarter. The Debtor will fund its future plan payments from its disposable income earned from the Debtor's operations. Based upon its annual operations, the Debtor estimates that its monthly disposable net income to be contributed to the Class 8 General Unsecured Creditors will be $450.00 per month. A full-text copy of the Second Modified Second Amended Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=Yb8dze from PacerMonitor.com at no charge. Counsel for the Debtor: Robin R. De Leo, Esq. THE DE LEO LAW FIRM, LLC 800 Ramon St. Mandeville, LA 70448 Tel: (985) 727-1664 Fax: (985) 727-4388 Email: lisa@northshoreattorney.com About UP Right Transportation Up Right Transportation LLC is a transportation company that hauls commercial equipment for short and regional jobs. Up Right Transportation sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-11429) on Aug. 24, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Robin R. De Leo, Esq., at The De Leo Law Firm LLC, is the Debtor's counsel. US NUCLEAR: Fruci & Associates II Raises Going Concern Doubt ------------------------------------------------------------ US Nuclear Corp. Safe & Green Holdings Corp. 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 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 2019, issued a "going concern" qualification in its report dated May 7, 2024, citing that the Company has an accumulated deficit and net losses. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company recorded a net loss of $3,433,804 for the year ended December 31, 2023, compared to net loss of $2,042,795 for the year ended December 31, 2022, and had an accumulated deficit of $18,566,684 as of December 31, 2023. The Company said its ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/y5mb4t5n About US Nuclear US Nuclear Corp. is engaged in developing, manufacturing, and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world. As of December 31, 2023, the Company has $2,856,876 in total assets, $4,839,495 in total liabilities, and $1,982,619 in total stockholders' deficit. US TELEPACIFIC: Invesco Dynamic Marks $1.03MM Loan at 61% Off ------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $1,027,000 loan extended to U.S. TelePacific Corp. to market at $397,235 or 39% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in First Lien Term Loan to U.S. TelePacific. The loan accrues interest at a rate of 6.53% (3 mo. Term SOFR + 1.15%) per annum. The loan matures on May 2, 2026. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 US TelePacific Corp., doing business as TPx Communications, provides communications and managed services. US TELEPACIFIC: Invesco Dynamic Marks $100,000 Loan at 100% Off --------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $100,000 loan extended to U.S. TelePacific Corp. to market at a value equivalent to 100% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a Third Lien Term Loan to U.S. TelePacific. The loan matures on May 2, 2027. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 US TelePacific Corp., doing business as TPx Communications, provides communications and managed services. VICEROY PETROLEUM: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Viceroy Petroleum, LP 201 Rue Beauregard, Suite 202 Lafayette, LA 70508 Business Description: Viceroy Petroleum is an independent oil and gas exploration and production company. Chapter 11 Petition Date: May 13, 2024 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 24-50388 Judge: Hon. John W. Kolwe Debtor's Counsel: Bradley L. Drell, Esq. GOLD, WEEMS, BRUSER, SUES & RUNDELL POB 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Total Assets: $32,694,596 Total Liabilities: $10,039,211 The petition was signed by Matthew Ferguson, president of the General Partner, Viceroy Petroleum GP, LLC. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OTJ2WEY/Viceroy_Petroleum_LP__lawbke-24-50388__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Broussard Brothers, Inc. Oil Well Lien $115,590 Attn: Torie Theriot 25817 LA Hwy 333 Abbeville, LA 70510 2. Bulldog Well Service $73,229 8206 Roughrider Dr. #103 Windcrest, TX 78239 3. Cardinal Slickline, LLC Oil Well Lien $249,427 7514 Hwy 90 W New Iberia, LA 70560 4. Chase Bank $24,340 P.O. Box 6294 Carol Stream, IL 60197 5. Citizen's National Bank PPP Loan #1 $60,654 140 E Cameron Ave. Rockdale, TX 76567 6. Citizen's National Bank PPP Loan #2 $196,278 140 E Cameron Ave. Rockdale, TX 76567 7. Citizen's National Bank Line of Credit $900,000 140 E Cameron Ave. Rockdale, TX 76567 8. Dan Lebsack Note $250,000 2458 Fairbreeze Dr. Katy, TX 77494 9. Danos LLC Oil Well Lien $146,062 3878 West Main St. Gray, LA 70359 10. David B. Lebsack Note $250,000 501 Balboa Drive E Bridgeport, TX 76426 11. DNOW, LP $24,343 1404 W. I-20 Odessa, TX 79763 12. Larry and/or Tina Strmiska Note $250,000 1195 County Road 205 Cameron, TX 76520 13. Maram Ahmed Note $250,000 1519 Phoenician Dr. Katy, TX 77494 14. MBark Global, LLC $1,263,775 3 Columbus Circle New York, NY 10019 15. Moncla Workover & Oil Well Lien $175,600 Drilling Operations, LLC P.O. Box 53408 Lafayette, LA 70505 16. Pivo Petroleum Note $300,000 6434 Juliette Trail Bryan, TX 77808 17. SB Consulting, LLC Oil Well Lien $158,500 d/b/a SB Directional Services 14221 S Meridan Ave. Oklahoma City, OK 73173 18. Scientific Drilling Oil Well Lien $405,862 Int'l, Inc. 1100 Rankin Rd. Houston, TX 77073 19. T & M Boat Rentals, LLC Oil Well Lien $430,041 P.O. Box 205 Berwick, LA 70342 20. Zealous Energy Services Oil Well Lien $188,095 c/o Community First Bank P.O. Box 10610 New Iberia, LA 70562 VIRTEX ENTERPRISES: Fidus Investment Marks $11MM Loan at 53% Off ---------------------------------------------------------------- Fidus Investment Corporation ("FIC") has marked its $11,002,000 loan extended to VirTex Enterprises, LP to market at $10,906,000 or 47% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in FIC's Form 10-Q for the quarterly period ended March 31, 2024, filed with the U.S. Securities and Exchange Commission. FIC is a participant in a Second Lien Debt to VirTex Enterprises. The loan accrues interest at a rate of 5.43% (S + 2.50%, 9.75% PIK). The loan matures on June 30, 2026. FIC, a Maryland corporation, operates as an externally managed, closed-end, non-diversified business development company under the Investment Company Act of 1940, as amended. The Company provides customized debt and equity financing solutions to lower middle-market companies, and may make investments directly or through its two wholly-owned investment company subsidiaries, Fidus Mezzanine Capital II, L.P. and Fidus Mezzanine Capital III, L.P. FIC's fiscal year ends December 31, 2023. FIC is led by Edward H. Ross President, Principal Executive Officer; and Shelby E. Sherard, Principal Financial and Accounting Officer. The Company can be reached through: Fidus Investment Corporation 1603 Orrington Avenue, Suite 1005 Evanston, IL 60201 Tel: (847) 859-3940 VirTex Enterprises, LP provides electronic manufacturing services. The Company offers engineering, advanced assembly, functional test, hybrid circuit, computer system design, packaging and fulfillment, PCB prototypes, DFM, and testing services. VirTex Enterprises serves clients worldwide. WEWORK INC: Unsecureds to Get Share of UCC Settlement Proceeds -------------------------------------------------------------- WeWork Inc. and Its Debtor Subsidiaries submitted a Third Amended Disclosure Statement relating to the Third Amended Joint Plan of Reorganization dated April 29, 2024. In January 2024, the Debtors and their advisors determined it may be prudent for the Debtors to raise new money, debtor-in-possession financing to carry the Debtors through the remainder of the Chapter 11 Cases. Following several months of good faith, arm's length negotiations, the Debtors and the DIP New Money Lenders reached an agreement in principle as to the terms of the DIP New Money Interim Facility and the DIP New Money Exit Facility, which together will (i) carry the Debtors through the conclusion of the Chapter 11 Cases, (ii) provide sufficient liquidity for the Debtors to pay all Allowed Administrative Claims, including Stub Rent claims and any deferred postpetition rent obligations (in each case to the extent constituting Allowed Administrative Claims), in full in cash, and (iii) ensure that the Company is adequately capitalized upon emergence from Chapter 11. In addition, after arm's-length and good faith negotiations, on or around April 27 and April 28, 2024, the Debtors and the Consenting Stakeholders reached a settlement with the Creditors' Committee and the Ad Hoc Unsecured Noteholders Group to consensually resolve the Creditor Standing Motion and the Examiner Motion, respectively. The resulting UCC Settlement and the Unsecured Notes Settlement provide recovery to the Holders of 3L Notes Claims, General Unsecured Claims, and Unsecured Notes Claims pursuant to Bankruptcy Rule 9019, secure the support from the Creditors' Committee and the Ad Hoc Unsecured Notes Group for the Plan, and allow the Debtors to emerge from these Chapter 11 Cases without further delay. Pursuant to the Plan, Holders of Allowed Claims will receive, except to the extent that a Holder of an Allowed Claim agrees to less favorable treatment, the following treatment in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, such Holders’ Claims and Interests: * Each Holder of an Allowed 1L Notes Claim shall receive its Pro Rata share of the 1L Equity Distribution; * Each Holder of an Allowed 3L Notes Claim shall receive in full and final satisfaction of such Claim, its share of the UCC Settlement Proceeds, to be distributed by the UCC Settlement Trust in accordance with the terms of the UCC Settlement Trust Documents; * Each Holder of an Allowed Unsecured Notes Claim that is an Unsecured Notes Settlement Non-Participant shall receive in full and final satisfaction of such Claim, its Pro Rata share of the Unsecured Notes its Pro Rata share of the Unsecured Notes Pool, and each Allowed Unsecured Notes Claim held by Unsecured Notes Settlement Participant shall be canceled, released, extinguished, and discharged and will be of no further force or effect; provided that nothing in this Plan shall prevent any such Unsecured Notes Settlement Participant from receiving distributions under the 9019 Order; * Each Holder of an Allowed General Unsecured Claim shall receive in full and final satisfaction of such Claim, its share of the UCC Settlement Proceeds, to be distributed by the UCC Settlement Trust in accordance with the terms of the UCC Settlement Trust Documents; * All Parent Interests shall be canceled, released, discharged, and extinguished and will be of no further force or effect, and Holders of such Parent Interests shall not receive any distribution on account of such Interests, except as otherwise provided in the Restructuring Transactions Exhibit, and subject to the consent of the Required Consenting Stakeholders; and * On the Effective Date, all Allowed Section 510(b) Claims against any applicable Debtor shall be canceled, released, discharged, and extinguished and will be of no further force or effect, and Holders of Section 510(b) Claims shall not receive or retain any distribution, property, or other value on account of such Section 510(b) Claims. Class 8 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive in full and final satisfaction of such Claim, its share of the UCC Settlement Proceeds, to be distributed by the UCC Settlement Trust in accordance with the terms of the UCC Settlement Trust Documents. Under the current Plan, the DIP New Money Lenders will receive at least eighty percent of the New Interests, while Holders of Drawn DIP TLC Claims, Prepetition LC Facility Claims, 1L Notes Claims, and 2L Notes Claims collectively will receive no more than twenty percent of the New Interests, each subject to dilution pursuant to the Plan. The Debtors and the Reorganized Debtors shall fund distributions under the Plan, as applicable, with (a) the proceeds from the DIP New Money Exit Facility; (b) the New Interests; (c) Cash or other proceeds from the sale of Estate property (if any); and (d) the Debtors' Cash on hand, as applicable. The issuance, distribution, or authorization, as applicable or as described in the Restructuring Transaction Exhibit, of certain Securities in connection with the Plan, including the New Interests will be exempt from SEC registration to the fullest extent permitted by Law. A full-text copy of the Third Amended Disclosure Statement dated April 29, 2024 is available at https://urlcurt.com/u?l=kKJEfm from Epiq Corporate Restructuring, LLC, claims agent. Co-Counsel for Debtors: Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. Steven N. Serajeddini, P.C. Ciara Foster, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: edward.sassower@kirkland.com joshua.sussberg@kirkland.com steven.serajeddini@kirkland.com ciara.foster@kirkland.com Co-Counsel for Debtors: Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. Ryan T. Jareck, Esq. COLE SCHOTZ P.C. Court Plaza North, 25 Main Street Hackensack, New Jersey 07601 Tel: (201) 489-3000 Email: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com rjareck@coleschotz.com 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; and PJT Partners LP as investment banker. 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. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. WIDEOPENWEST FINANCE: S&P Lowers LT ICR to 'B', On Watch Negative ----------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on U.S.-based cable overbuilder WideOpenWest Finance LLC (WOW) to 'B' from 'B+' and placed the rating on CreditWatch with negative implications. The CreditWatch placement reflects the risk that S&P could lower the ratings on WOW over the next 90 days if the company is unable to improve its liquidity position. The company's availability under the revolving credit facility has diminished, which hurt its liquidity position. On March 31, 2024, WOW had about $19 million of cash on balance sheet but only $4 million available under its $250 million revolving credit facility due December 2026. The company recorded a free operating cash flow (FOCF) deficit of about $40 million during the first quarter of 2024, which was greater than our expectations, due to elevated capex. S&P believes WOW will need to either issue additional debt or equity, sell assets, significantly curtail its capital spending in greenfield markets, or reduce operating expenses in the near term to bolster its liquidity position. Management acknowledged that it is reviewing an unsolicited bid from an investor consortium. The company indicated that it is exploring an unsolicited bid from DigitalBridge Investments LLC and various Crestview entities to acquire the remaining shares that Crestview does not own for about $4.80 per share in cash. S&P estimates that Crestview currently holds a 38% stake in the company. While no terms have been disclosed, the implications of a potential take-private transaction are unclear. However, since the investor consortium consists of private equity firms, it would likely not support a higher rating but could also alleviate liquidity issues should any new owner(s) provide additional capital for investments. Elevated competition is hurting operating and financial results. WOW continues to lose high-margin broadband customers, despite significant investments in new greenfield markets, which have not been able to offset declines in WOW's legacy markets. The company lost 400 subscribers in the first quarter, an improvement from the prior two quarters. However, total revenue increased only 1% because of slower ARPU growth resulting from aggressive price-based competition in its markets. S&P now expects HSD revenue to decline by 2% in 2024. Coupled with video and fixed-line telephony customer losses, overall topline trends are worsening and it expects total revenue will decline around 7% in 2024. While cost-cutting initiatives could help preserve margins in the near term, S&P believes it will be difficult to grow EBITDA unless the company is able grow HSD customers and revenue. S&P said, "We have a more cautious view of the cable industry. We believe it will be increasingly challenging for WOW to improve performance over the next two years because of deteriorating market conditions as both fixed wireless access (FWA) and fiber-to-the-home (FTTH) broadband service take share. As a cable overbuilder, WOW has historically competed by offering better customer service at a lower price relative to the incumbents. However, Comcast and Charter are bundling mobile with in-home broadband service at a significant discount to preserve their customer base. At the same time, the wireless carriers are leveraging their mobile networks to offer in home broadband at a discounted price while incumbent telecom providers are deploying FTTH to capture high-ARPU broadband customers. As a result, we now expect WOW's HSD customer base to decline around 2% annually in 2024 and 2025." CreditWatch The CreditWatch placement reflects the potential for a lower rating on WOW over the next 90 days if it is unable to improve its liquidity position. A downgrade, if any, is unlikely to exceed one notch should the company secure external financing in the near term to shore up liquidity. S&P said, "If WOW can alleviate its near term liquidity issues at rates it can afford, we would likely affirm the ratings. The liquidity initiatives could take the form of debt issuance, asset sales, or a capital infusion from existing investors. However, we could lower the rating by one notch if we come to the determination liquidity could be an ongoing headwind for the company because of aggressive competition that limits access to affordable funding options, pressures earnings and contributes to ongoing FOCF deficits." WOMEN'S CARE: Invesco Dynamic Marks $431,000 Loan at 23% Off ------------------------------------------------------------ Invesco Dynamic Credit Opportunity Fund has marked its $431,000 loan extended Women's Care Holdings, Inc. to market at $337,803 or 78% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in Invesco Dynamic's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. Invesco Dynamic is a participant in a Second Lien Term Loan to Women's Care Holdings. The loan accrues interest at a rate of 13.66% (3 mo. Term SOFR + 8.25%) per annum. The loan matures on January 12, 2029. Invesco Dynamic is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company that is operated as an interval fund and periodically offers its shares for repurchase. Invesco Dynamic is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Fund can be reached through: Glenn Brightman Invesco Dynamic Credit Opportunity Fund 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 Women's Care Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides healthcare services. Women's Care Holdings serves patients in the United States. XENETIC BIOSCIENCES: Recurring Losses Raise Going Concern Doubt --------------------------------------------------------------- Xenetic Biosciences, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern within the next 12 months. According to the Company, it has incurred substantial losses since its inception, and expects to continue to incur operating losses in the near-term. Xenetic incurred a net loss of approximately $1.2 million for the three months ended March 31, 2024, and had an accumulated deficit of approximately $194.4 million at March 31, 2024, as compared to an accumulated deficit of approximately $193.2 million at December 31, 2023. The Company's working capital was approximately $7.7 million at March 31, 2024, and $8.8 million at December 31, 2023. During the three months ended March 31, 2024, Xenetic's working capital decreased by $1.1 million primarily due to its net loss for the three months ended March 31, 2024. "Our principal source of liquidity consists of cash," the Company stated. "At March 31, 2024, we had approximately $7.8 million in cash and $0.7 million in current liabilities. At December 31, 2023, we had approximately $9.0 million in cash and $0.8 million in current liabilities. We have historically relied upon sales of our equity securities to fund our operations." "We believe that we have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations, related party funding, or other means to continue as a going concern. We believe that our existing resources will be adequate to fund our operations for a period of at least 12 months from the date of the issuance of our financial statements. However, we anticipate we may need additional capital in the long-term to pursue our business initiatives. The terms, timing and extent of any future financing will depend upon several factors, including the achievement of progress in our clinical development programs, our ability to identify and enter into licensing or other strategic arrangements, our continued listing on Nasdaq, and factors related to financial, economic, geo-political, industry and market conditions, many of which are beyond our control. The capital markets for the biotech industry can be highly volatile, which make the terms, timing and extent of any future financing uncertain." A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/47fmsn5d About Xenetic Biosciences Xenetic Biosciences, Inc., incorporated in the state of Nevada and based in Framingham, Massachusetts, is a biopharmaceutical company focused on advancing innovative immune-oncology technologies addressing hard to treat cancers. As of March 31, 2024, the Company has $9.4 million in total assets, $716,494 in total liabilities, and $8.7 million in total stockholders' equity. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 4D MOLECULAR THE FDMT US 629.9 (447.7) 277.6 99 ACQUISITION G NNAGU US 77.8 (2.5) 0.1 AEMETIS INC AMTX US 242.2 (232.1) (85.0) AGENUS INC AGEN US 256.6 (190.3) (195.7) AIRSHIP AI HOLDI AISP US 7.0 (16.6) (6.2) ALCHEMY INVESTME ALCYU US 121.2 (5.4) (0.3) ALCHEMY INVESTME ALCY US 121.2 (5.4) (0.3) ALNYLAM PHARMACE ALNY US 3,824.4 (219.3) 2,046.9 ALTRIA GROUP INC MO US 36,475.0 (5,064.0) (5,737.0) AMERICAN AIRLINE AAL US 64,384.0 (5,500.0) (10,451.0) AMNEAL PHARM INC AMRX US 3,456.4 (16.6) 545.7 AON PLC-CLASS A AON US 40,767.0 (28.0) 6,786.0 APPIAN CORP-A APPN US 595.4 (9.7) 96.0 APPLIED THERAPEU APLT US 54.8 (17.1) (16.8) AQUESTIVE THERAP AQST US 57.4 (106.5) 22.7 ARMATA PHARMACEU ARMP US 98.4 (32.1) 2.7 AULT DISRUPTIVE ADRT/U U 2.4 (3.3) (2.0) AUTOZONE INC AZO US 16,717.7 (4,837.3) (1,615.6) AVIS BUDGET GROU CAR US 33,528.0 (508.0) (741.0) BATH & BODY WORK BBWI US 5,463.0 (1,626.0) 826.0 BAUSCH HEALTH CO BHC US 26,913.0 (174.0) 991.0 BAUSCH HEALTH CO BHC CN 26,913.0 (174.0) 991.0 BELLRING BRANDS BRBR US 765.0 (247.7) 340.2 BEYOND MEAT INC BYND US 735.0 (561.4) 257.7 BIOCRYST PHARM BCRX US 467.9 (1,716.5) 346.0 BIOTE CORP-A BTMD US 155.3 (36.5) 100.1 BOEING CO/THE BA US 134,484 (17,016.0) 13,274.0 BOMBARDIER INC-A BBD/A CN 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-A BDRAF US 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-B BBD/B CN 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-B BDRBF US 12,822.0 (2,154.0) 184.0 BOOKING HOLDINGS BKNG US 27,728.0 (4,052.0) 3,644.0 BRIDGEBIO PHARMA BBIO US 849.3 (1,036.9) 641.9 BRIDGEMARQ REAL BRE CN 64.9 (57.1) 7.1 BRIGHTSPHERE INV BSIG US 544.9 (10.2) - BRINKER INTL EAT US 2,495.7 (46.7) (408.2) CALUMET SPECIALT CLMT US 2,751.3 (244.7) (318.0) CARDINAL HEALTH CAH US 45,880.0 (3,262.0) (572.0) CARTESIAN THERAP RNAC US 305.0 (139.6) 22.5 CARVANA CO CVNA US 6,983.0 (311.0) 1,958.0 CEDAR FAIR LP FUN US 2,264.3 (730.9) (234.1) CELLECTAR BIOSCI CLRB US 12.1 (1.4) (2.5) CHENIERE ENERGY CQP US 17,497.0 (822.0) (1,845.0) COMMUNITY HEALTH CYH US 14,417.0 (878.0) 1,039.0 COMPOSECURE IN-A CMPO US 201.0 (205.8) 98.5 CONSENSUS CLOUD CCSI US 620.8 (151.8) 24.5 CONTANGO ORE INC CTGO US 25.7 (4.8) 10.0 COOPER-STANDARD CPS US 1,844.4 (123.8) 233.5 CORBUS PHARMACEU CRBP US 28.3 (6.9) (8.3) CORE SCIENTIFIC CORZ US 814.0 (318.5) 5.2 CORNER GROWTH AC COOLU US 4.7 (8.0) (4.3) CORNER GROWTH AC COOL US 4.7 (8.0) (4.3) CPI CARD GROUP I PMTS US 293.7 (51.9) 115.9 CYTOKINETICS INC CYTK US 808.1 (396.2) 549.8 DELEK LOGISTICS DKL US 1,654.4 (42.5) 48.3 DELL TECHN-C DELL US 82,089.0 (2,309.0) (12,547.0) DENNY'S CORP DENN US 460.4 (55.7) (55.0) DIGITALOCEAN HOL DOCN US 1,485.6 (286.1) 326.9 DINE BRANDS GLOB DIN US 1,695.2 (244.8) (92.8) DOMINO'S PIZZA DPZ US 1,744.7 (4,008.3) 384.9 DOMO INC- CL B DOMO US 225.7 (153.5) (84.1) DROPBOX INC-A DBX US 2,797.7 (277.2) 172.4 EMBECTA CORP EMBC US 1,199.6 (769.6) 399.6 ETSY INC ETSY US 2,497.7 (583.8) 839.3 EVOLUS INC EOLS US 189.0 (20.7) 64.1 FAIR ISAAC CORP FICO US 1,703.1 (735.7) 326.4 FENNEC PHARMACEU FRX CN 26.9 (11.6) 19.3 FENNEC PHARMACEU FENC US 26.9 (11.6) 19.3 FERRELLGAS PAR-B FGPRB US 1,621.0 (193.3) 215.7 FERRELLGAS-LP FGPR US 1,621.0 (193.3) 215.7 FOGHORN THERAPEU FHTX US 255.0 (97.5) 159.5 FORTINET INC FTNT US 7,662.1 (137.5) 759.3 GALECTIN THERAPE GALT US 28.2 (60.2) 12.0 GCM GROSVENOR-A GCMG US 504.9 (111.2) 110.3 GOAL ACQUISITION PUCKU US 3.3 (9.2) (12.1) GRINDR INC GRND US 444.6 (18.3) 11.1 H&R BLOCK INC HRB US 3,213.3 (129.8) 21.8 HAWAIIAN HOLDING HA US 3,790.9 (40.2) (141.3) HERBALIFE LTD HLF US 2,647.0 (1,036.6) 281.5 HILTON WORLDWIDE HLT US 15,932.0 (2,817.0) (591.0) HP INC HPQ US 35,846.0 (1,640.0) (6,999.0) IMMUNITYBIO INC IBRX US 504.5 (585.9) 235.8 INSMED INC INSM US 1,159.1 (464.8) 337.9 INSPIRED ENTERTA INSE US 340.9 (78.0) 51.8 INTUITIVE MACHIN LUNR US 85.9 (53.4) (51.8) IRONWOOD PHARMAC IRWD US 438.8 (330.5) (44.3) JACK IN THE BOX JACK US 2,887.3 (708.2) (238.0) LAMAR ADVERTIS-A LAMR US 6,525.1 (616.5) (340.7) LESLIE'S INC LESL US 1,095.2 (231.0) 191.5 LINDBLAD EXPEDIT LIND US 868.0 (116.5) (71.0) LOWE'S COS INC LOW US 41,795.0 (15,050.0) 3,503.0 MADISON SQUARE G MSGS US 1,388.5 (294.0) (275.9) MADISON SQUARE G MSGE US 1,458.6 (94.6) (295.0) MANNKIND CORP MNKD US 475.2 (246.2) 269.3 MARBLEGATE ACQ-A GATE US 6.9 (14.7) (0.3) MARBLEGATE ACQUI GATEU US 6.9 (14.7) (0.3) MARRIOTT INTL-A MAR US 25,756.0 (1,616.0) (4,720.0) MATCH GROUP INC MTCH US 4,403.5 (107.7) 731.0 MBIA INC MBI US 2,488.0 (1,723.0) - MCDONALDS CORP MCD US 53,513.0 (4,833.0) (829.0) MCKESSON CORP MCK US 67,443.0 (1,599.0) (4,387.0) MEDIAALPHA INC-A MAX US 153.0 (89.4) (0.7) METASPHERE LABS LABZF US 1.1 (1.3) (1.5) METTLER-TOLEDO MTD US 3,283.1 (158.7) 79.2 MSCI INC MSCI US 5,478.6 (650.5) (4.0) NATHANS FAMOUS NATH US 42.9 (35.0) 21.1 NEW ENG RLTY-LP NEN US 385.7 (65.4) - NIOCORP DEVELOPM NB CN 24.1 (5.6) (14.0) NOVAGOLD RES NG CN 126.9 (16.1) 118.1 NOVAVAX INC NVAX US 1,353.5 (867.1) (77.3) NUTANIX INC - A NTNX US 2,729.5 (611.7) 917.6 O'REILLY AUTOMOT ORLY US 14,213.1 (1,391.2) (2,288.7) OMEROS CORP OMER US 378.3 (25.0) 164.6 OTIS WORLDWI OTIS US 9,791.0 (4,816.0) (180.0) OUTLOOK THERAPEU OTLK US 21.7 (24.3) (25.6) PAPA JOHN'S INTL PZZA US 847.2 (445.5) (56.7) PELOTON INTERA-A PTON US 2,408.5 (590.4) 675.5 PETRO USA INC PBAJ US 0.0 (0.2) (0.2) PHATHOM PHARMACE PHAT US 356.5 (72.8) 358.7 PHILIP MORRIS IN PM US 65,315.0 (8,563.0) (1,294.0) PITNEY BOWES INC PBI US 4,103.0 (392.4) (43.3) PLANET FITNESS-A PLNT US 2,992.8 (99.2) 274.3 PORCH GROUP INC PRCH US 881.1 (43.9) 36.4 PROS HOLDINGS IN PRO US 407.9 (84.0) 34.0 PTC THERAPEUTICS PTCT US 1,789.6 (893.9) 594.2 RAPID7 INC RPD US 1,488.5 (86.4) 101.8 RDE INC RSTN US 1.8 (3.2) (4.0) RE/MAX HOLDINGS RMAX US 566.7 (77.9) 30.9 REALREAL INC/THE REAL US 431.6 (327.1) 31.6 RED ROBIN GOURME RRGB US 741.9 (20.4) (94.6) REDFIN CORP RDFN US 1,071.1 (5.8) 93.8 REVANCE THERAPEU RVNC US 508.1 (98.7) 300.8 RH RH US 4,143.9 (297.4) 229.0 RINGCENTRAL IN-A RNG US 1,873.1 (322.9) 67.0 RMG ACQUISITION RMGUF US 7.0 (11.0) (7.5) RMG ACQUISITION RMGCF US 7.0 (11.0) (7.5) SBA COMM CORP SBAC US 9,995.3 (5,186.2) (1,965.7) SCOTTS MIRACLE SMG US 3,924.2 (250.9) 874.8 SEMTECH CORP SMTC US 1,373.7 (307.2) 317.0 SIRIUS XM HOLDIN SIRI US 11,174.0 (2,370.0) (2,010.0) SIX FLAGS ENTERT SIX US 2,737.9 (457.4) (449.9) SKYE BIOSCIENCE SKYE US 11.9 (2.1) (2.3) SLEEP NUMBER COR SNBR US 908.5 (445.9) (725.1) SOLARMAX TECHNOL SMXT US 97.1 (5.2) (25.2) SPARK I ACQUISIT SPKLU US 1.2 (3.0) (4.0) SPARK I ACQUISIT SPKL US 1.2 (3.0) (4.0) SPIRIT AEROSYS-A SPR US 6,764.5 (1,113.8) 1,240.5 SQUARESPACE IN-A SQSP US 965.5 (266.3) (183.6) STARBUCKS CORP SBUX US 29,363.2 (8,442.2) (1,063.9) SYMBOTIC INC SYM US 1,588.0 413.6 392.9 SYNDAX PHARMACEU SNDX US 612.9 (348.2) 522.8 TELOMIR PHARMACE TELO US 5.3 2.2 (2.9) TORRID HOLDINGS CURV US 476.9 (211.7) (53.0) TPI COMPOSITES I TPIC US 745.9 (184.1) 70.6 TRANSAT A.T. TRZ CN 2,786.1 (840.2) (209.0) TRANSDIGM GROUP TDG US 21,577.0 (3,022.0) 6,047.0 TRAVEL + LEISURE TNL US 7,023.0 (925.0) 975.0 TRINSEO PLC TSE US 2,989.4 (348.0) 464.7 TRISALUS LIFE SC TLSI US 25.7 (25.9) 6.2 TRIUMPH GROUP TGI US 1,676.6 (670.3) 579.8 TRULEUM INC TRLM US 2.0 (2.7) (3.3) UNISYS CORP UIS US 1,890.5 (144.8) 330.1 UNISYS CORP UIS SW 1,890.5 (144.8) 330.1 UNITED HOMES GRO UHG US 298.6 (31.2) 195.9 UNITED PARKS & R PRKS US 2,625.0 (208.2) (20.7) UNITI GROUP INC UNIT US 4,984.6 (2,477.5) - UROGEN PHARMA LT URGN US 178.3 (65.2) 138.0 VECTOR GROUP LTD VGR US 1,017.3 (739.1) 376.8 VERISIGN INC VRSN US 1,727.8 (1,635.7) (225.6) VTV THERAPEUTI-A VTVT US 11.0 (18.5) 0.0 WAYFAIR INC- A W US 3,240.0 (2,825.0) (437.0) WINGSTOP INC WING US 412.3 (434.4) 92.0 WINMARK CORP WINA US 38.3 (52.6) 11.9 WORKIVA INC WK US 1,201.9 (83.2) 530.1 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WYNN RESORTS LTD WYNN US 13,470.7 (946.4) 1,137.8 XBP EUROPE HOLDI XBP US 7.9 (25.4) (11.6) XPONENTIAL FIT-A XPOF US 508.4 (91.5) (4.6) YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0) YUM! 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