/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240515.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 15, 2024, Vol. 28, No. 135 Headlines 236 WEST E&P: Voluntary Chapter 11 Case Summary 4221-ASSOCIATES AZ: Hires Michael W. Carmel Ltd. as Counsel 7233 LOS PINOS: Seeks to Hire DGIM Law PLLC as Counsel 72ND AVENUE: Claims Will be Paid from Property Sale/Refinance 8434 ROCHESTER: Hires Shulman Bastian Friedman & as Counsel A ALL-SAFE: Hires Donth Accounting Group as Accountant ACCONCI STUDIO: Seeks to Hire Frances Caruso as Bookkeeper ADAMS HOMES: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable AEMETIS INC: Incurs $24.2 Million Net Loss in First Quarter AL GCX: S&P Affirms 'B+' Issuer-Credit Rating, Outlook Stable ALLIANCE TRANS: Hires Steven A. Leahy PC as Counsel AMBRI INC: May 15 Deadline Set for Panel Questionnaires AP GAMING I: Moody's Puts 'B2' CFR on Review for Downgrade AP GAMING: S&P Places 'B' Issuer Credit Rating on Watch Negative ASHFORD HOSPITALITY: Posts $72 Million Net Income in Q1 2024 ASPIRA WOMEN'S: General Counsel Minh Merchant Tenders Resignation ATI PHYSICAL: Reports $13.5-Mil. Net Loss in 2024 First Quarter BERRY GLOBAL: Moody's Rates New $500MM First Lien Sec. Notes 'Ba1' BETTER CHOICE: Receives Noncompliance Notice From NYSE BIOLASE INC: 9 of 10 Proposals OK'd at Annual Meeting BLINK CHARGING: Incurs $17.2 Million Net Loss in First Quarter BLUE STAR: Stockholders Approve Reverse Stock Split Proposal BOISSON INC: Hires Resolution Financial as Financial Advisor BOXLIGHT CORP: Incurs $7.1 Million Net Loss in First Quarter BOXLIGHT CORP: Reports $7.1-Mil. Net Loss in 2024 First Quarter CAREISMATIC BRANDS: Plan Confirmation Hearing Set for May 30 CENTERSTONE REALTY: Hires Dentons Bingham Greenebaum as Attorney CHAMPION SCHOOLS: S&P Rates 2024 Education Revenue Bonds 'BB' CIBUS INC: Incurs $27 Million Net Loss in First Quarter CLEARSIGN TECHNOLOGIES: Falls Short of Nasdaq Bid Price Requirement CLINE'S CORNER: Hires Cruse Chaney Faughn PC as Counsel CLOUD VENTURES 1: Hires Hagen Sharp & Company PLLC as Accountant COHEN REALTY: Public Sale Auction Slated for July 1 CUMULUS MEDIA: Moody's Affirms Caa1 CFR Following Closing of DDE CUMULUS MEDIA: S&P Hikes ICR to 'B-' Following Maturity Extension DARE BIOSCIENCE: Secures $22M in Strategic Royalty Financing DB WEBSTER: Voluntary Chapter 11 Case Summary DEWILL RESTAURANT: Hires Kopelman & Kopelman LLP as Counsel EB 1EMIALA: Case Summary & 20 Largest Unsecured Creditors EIG MANAGEMENT: Moody's Rates New $200MM Secured Term Loan 'Ba2' EIG MANAGEMENT: S&P Rates New $200MM Term Loan B Due 2029 'BB' ELECTROCORE INC: Incurs $3.5 Million Net Loss in First Quarter ELECTROCORE INC: Reports $3.5-Mil. Net Loss in 2024 First Quarter ENCHANTED LITTLE: Hires Bees Knees Bookkeeping as Bookkeeper ENDRA LIFE: Falls Short of Nasdaq Minimum Bid Price Requirement ENVIVA INC: Davis Polk & McGuireWoods Represent Ad Hoc Group EVERYTHING BLOCKCHAIN: Delays Filing of Fiscal 2023 Annual Report FAITH BAPTIST: Case Summary & Three Unsecured Creditors FLORIDA FOOD: Invesco Dynamic Marks $1.03MM Loan at 28% Off FLOWERS BY EMILY: Hires Horizon CPA Services as Accountant FOUR WIND: Hires Law Offices of David Freydin PC as Counsel FUSE GROUP: Incurs $17K Net Loss in Second Quarter GOODNIGHT WATER: S&P Rates New $400MM Sr. Secured Term Loan 'B+' GOTO GROUP: Invesco Dynamic Marks $1.3MM Loan at 30% Off GULF FINANCE: Moody's Affirms 'B3' CFR & Alters Outlook to Stable H'Y2 MT: TCM CRE to Hold Public Sale Auction on June 28 HAMILTON PROJECTS: Moody's Rates New $1BB Secured Term Loan 'Ba3' HAMILTON PROJECTS: S&P Assigns 'BB-' Rating on Secured TLB HIGH PLAINS: Seeks to Hire Weycer Kaplan as Legal Counsel ICAHN ENTERPRISES: Moody's Rates New $500MM Unsecured Notes 'Ba3' ICAHN ENTERPRISES: S&P Rates New $500MM Senior Unsecured Notes 'BB' INFINITE ELECTRONICS: Invesco Dynamic's $473,000 Loan at 15% Off INTERACTIVE HEALTH: Hires Kienbaum Hardy as Special Counsel INTERACTIVE HEALTH: Hires McDonald Hopkins LLC as Counsel INVO BIOSCIENCE: Termination Date of Merger Deal Pushed Back IVANTI SOFTWARE: Moody's Affirms 'B3' CFR, Outlook Remains Stable LA HACIENDA: Case Summary & 11 Unsecured Creditors LA HACIENDA: May 17 Deadline Set for Panel Questionnaires MAVENIR SYSTEMS: Invesco Dynamic Marks $1.7MM Loan at 31% Off MAXIMUS INC: Moody's Affirms Ba2 CFR & Rates New Term Loan Ba2 MEDASSETS SOFTWARE: Invesco Dynamic Marks $638,000 Loan at 37% Off MERIDIANLINK INC: S&P Rates Upsized $476MM Secured Term Loan 'BB-' META MATERIALS: Board Approves 80% Workforce Reduction MICHAEL BAKER: Moody's Affirms 'B2' CFR, Outlook Stable MID-STATES PAINT: Hires William Alverson CPA LLC as Accountant MOLD-RITE PLASTIC: Invesco Dynamic Marks $939,000 Loan at 18% Off MOSHE SILBER: To Auction Assets on July 25 NAVEO INC: Case Summary & 11 Unsecured Creditors NEPHROS INC: Incurs $169K Net Loss in First Quarter NEXTDECADE CORP: Posts $28.3 Million Net Income in First Quarter NUMBER HOLDINGS: Gellert Seitz Files Rule 2019 Statement NUWELLIS INC: Reports $4.3-Mil. Net Loss in 2024 First Quarter NUZEE INC: Incurs $2.1 Million Net Loss in Quarter Ended Dec. 31 OWENS & MINOR: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable PACKERS HOLDINGS: Fitch Lowers LongTerm IDR to 'CCC' PRECIPIO INC: Secures $250,000 Loan from Altbanq PRECISION DRILLING: Fitch Hikes LongTerm IDR to BB-, Outlook Stable PROPERTY MASTERSHIP: Files Amendment to Disclosure Statement RIVERBED TECHNOLOGY: Invesco Dynamic Marks $1.6MM Loan at 32% Off ROLOCADO PARTNERS: Case Summary & Four Unsecured Creditors SANDVINE CORP: Invesco Dynamic Marks $322,000 Loan at 53% Off SANUWAVE HEALTH: Incurs $4.5 Million Net Loss in First Quarter SCIONTI CONSTRUCTION: Case Summary & 17 Unsecured Creditors SERES THERAPEUTICS: Incurs $40.1 Million Net Loss in First Quarter SERES THERAPEUTICS: Reports $40MM Net Loss in 2024 First Quarter SHARPLINK GAMING: Signs $1.7M Sales Agreement With A.G.P./Alliance SHEN'S PEKING: Unsecured Creditors to Split $15K over 5 Years SIERRA BONITA: Hires Margulies Faith as Bankruptcy Counsel SIFCO INDUSTRIES: Incurs $1.6 Million Net Loss in Second Quarter SMITH MICRO: Regains Compliance With Nasdaq Bid Price Requirement SOUTH BROADWAY: Unsecureds Will Get 90% of Claims over 3 Years SPCH LLC: Case Summary & One Unsecured Creditor ST. MARGARET'S HEALTH: SMH-P Unsecureds to Recover 3.8% to 6.32% STRATHCONA RESOURCES: S&P Alters Outlook to Pos., Affirms 'B+' ICR SVB FINANCIAL: White & Case Advises Ad Hoc Cross-Holder Group TAILWIND SMITH: Moody's Affirms 'B3' CFR, Outlook Stable TEAL JONES: Gets CCAA Initial Stay Order; PWC as Monitor TRUGREEN LP: Invesco Dynamic Marks $609,000 Loan at 21% Off TSC LLC: Voluntary Chapter 11 Case Summary TURKEY LEG: Seeks to Hire Pope Law Firm as Legal Counsel WILSON COLLEGE: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable YWFM LLC: Hires Professional Management as Accountant ZION OIL: Reports $1.8 Million Net Loss in 2024 First Quarter [*] Adaptive Reuse to Drive Distressed Investing in 2024 and Beyond [*] Public Sale of Collateral Set for June 4 [*] Real Property Foreclosure Set for May 31 ********* 236 WEST E&P: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 236 West E&P LLC 235 West 136th Street New York, New York 11234 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: May 14, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10830 Judge: Hon. David S. Jones Debtor's Counsel: Stacey Simon Reeves, Esq. LAW OFFICE OF STACEY SIMON REEVES 3220 Fairfield Avenue 7A Bronx, New York 10463 Tel: 347-340-1008 Email: stacey_simon@msn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Esley Portesous as member. The Debtor failed to include in the petition a list of its 20 larget unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7OKDERA/236_West_EP_LLC__nysbke-24-10830__0001.0.pdf?mcid=tGE4TAMA 4221-ASSOCIATES AZ: Hires Michael W. Carmel Ltd. as Counsel ----------------------------------------------------------- 4221-Associates, AZ, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Michael W. Carmel, Ltd. as bankruptcy counsel. The firm will provide these services: (a) give the Debtor-in-Possession legal advice with respect to its powers and duties in these proceedings; (b) prepare on behalf of the Debtor-in-Possession the necessary applications, answers, orders, reports and other legal papers; and (c) perform all other legal services for the Debtor-in-Possession which may be necessary herein, and is necessary for the Debtors-in-Possession to employ an attorney for such professional services. The firm will be paid at these rates: Michael W. Carmel $700 per hour Paralegals $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael W. Carmel, Esq., a partner at Michael W. Carmel, Ltd., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael W. Carmel, Esq. Michael W. Carmel, Ltd. 80 East Columbus Avenue Phoenix, AZ 85012-2334 Tel: (602) 264-4965 Fax: (602) 277-0144 Email: Michael@mcarmellaw.com About 4221-Associates, AZ, LLC 4221-Associates, AZ, LLC in Scottsdale AZ, filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 24-03211) on April 25, 2024, listing as much as $10 million to $50 million in both assets and liabilities. David E. Slattery, Sr., SHP MGR, LLC and DESCO Arizona, LLC, as manager, signed the petition. Judge Brenda K. Martin oversees the case. MICHAEL W. CARMEL, LTD. serve as the Debtor's legal counsel. 7233 LOS PINOS: Seeks to Hire DGIM Law PLLC as Counsel ------------------------------------------------------ 7233 Los Pinos, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ DGIM Law, PLLC as counsel. The firm will provide these services: a. give advice to the debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b. advise Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of Debtor in all matters pending before the Court; and e. represent Debtor in negotiation with its creditors in the preparation of a Plan. The firm will be paid at these rates: Partners $490 to $565 per hour Paralegals $220 per hour The firm received an advance retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Isaac M. Marcushamer, Esq., a partner at DGIM Law, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Isaac M. Marcushamer, Esq. DGIM Law, PLLC 2875 NE 191st Street, Suite 705 Aventura, FL 33180 Telephone: (305) 763-8708 Email: isaac@dgimlaw.com About 7233 Los Pinos, LLC 7233 Los Pinos, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 7233 Los Pinos filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12797) on Mar. 25, 2024. In the petition signed by Rishi K. Kapoor, an authorized representative, the Debtor disclosed up to $10 million in assets and up to $50,000 in liabilities. Judge Robert A. Mark oversees the case. The Law Office of Mark S. Roher, PA serves as the Debtor's counsel. 72ND AVENUE: Claims Will be Paid from Property Sale/Refinance ------------------------------------------------------------- 72nd Avenue Property, LLC filed with the U.S. Bankruptcy Court for the District of Oregon a Disclosure Statement describing Chapter 11 Plan dated April 30, 2024. The Debtor owns a parcel of real property with offices and buildings located at 11740 SW 72nd Avenue, Tigard, Oregon ("72nd Property"). Debtor performs building and rental management services for the 72nd Property. The Debtor is a Single Asset Real Estate Debtor as that term is defined at 11 U.S.C. 101(51B). Debtor is owned by a single member, Richard Cassinelli, who controls and directs these business activities (the "Member"). The Debtor and its Member completed construction of the 72nd Property in 2020 and closed on financing with Parkview in December 2021. The Debtor entered into negotiations with Avatar Capital Financing to refinance the Parkview Loan but Parkview began adding fees and charges on an unreasonable basis, which forced the Debtor to choose between immanent foreclosure and ongoing negotiations. Unfortunately, the Debtor thereafter had trouble executing a new refinance of its outstanding obligations with Avatar and the remaining small loan to Parkview. The pending foreclosure and the rapidly declining occupancy rates caused the value of the building to drop further. Parkview subsequently filed to hold a foreclosure sale and were unwilling to cancel their foreclosure sale and continue negotiations with the Debtor's Member. The final trustee foreclosure sale was scheduled for May 1, 2024 at 10am. The Debtor filed this case to stop the trustee sale and to attempt to gain breathing room to stabilize the occupancy, regain control of management, and obtain refinancing of the 72nd Property or market and sell it for the benefit of all the Creditors with a larger pool of potential buyers without the imminent threat of foreclosure. The non-classified administrative claims will be paid in full on the Effective Date of the plan or later as agreed in writing; secured claim holders will be impaired and paid as proposed by the Chapter 11 Plan; administrative convenience claims will be paid in full with no interest thirty days after the Effective Date of the plan; general unsecured claims will receive 100% of their claims, estimated at approximately $630,000, with interest at the Federal Judgment Rate, in ten semi-annual payments of $1,000, with the final payment being a balloon payment for the remaining balance, starting 120 days after the Effective Date of the Plan. The Debtor may pay the claimants off sooner upon liquidation or refinance of the 72nd Property. The Plan contemplates the refinance or sale of the 72nd Property and distribution of the proceeds from that sale to the secured and unsecured creditors. The Effective Date of the plan will be 45 days after the Court enters an Order Confirming this Chapter 11 Plan. The projected Plan will last approximately five years but will likely end considerably sooner. Class 4 consists of administrative convenience of the Debtor. All general unsecured, nonpriority claims owed $500 or less OR who elect to reduce their claim to $500 shall be paid in full within 30 days after the Effective Date of the Plan. These claims will be paid from the 72nd Avenue Property, LLC Distribution Account. Class Five consists of all general unsecured, non-priority claims owed more than $500 and who do not elect to reduce their claim to $500 and will receive payment in full with interest at the Federal Judgment Rate in effect on the Effective Date, in ten semi-annual payments of $1,000 unless paid off sooner. Debtor will also contribute funds from the sale or refinance of the 72nd Property. Unless paid off sooner, payments to the Class 5 claims shall commence on the 120th day after the Effective Date of the Plan and shall be made semi-annually thereafter. The plan will be implemented in whole or in part by the following: First, Debtor shall remove the 72nd Property from the market and immediately stabilize the rental situation and bring the occupancy back up to 95%. Debtor's Member believes that he can accomplish this by December 31, 2024. Second, once the 72nd Property is stabilized at 95% occupancy, he will retain a new realtor to list and market the property with a projected sale timeline of 1 to 2 years. Third, Debtor and Debtor's Member will use best efforts to immediately seek a refinance of the Property. As to the secured creditors, Debtor will distribute rents monthly, to those creditors in order of lien priority, after payment of all outstanding expenses to operate the business. As to the unsecured creditors, Debtor's Member shall personally pay the semi-annual pro-rata payments, if insufficient funds exist from from the Debtor's business operations after repayment of the secured creditors. Ultimately, all creditors will be satisfied from positive cash flow realized from the refinance and operation of the property in the future or sale of the 72nd Property. Debtor also plans to renegotiate the leases of the 72nd Property to maximize cash flow on an ongoing basis. A full-text copy of the Disclosure Statement dated April 30, 2024 is available at https://urlcurt.com/u?l=4MMOUE from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael D. O'Brien, Esq. Theodore J. Piteo, Esq. Michael D. O'Brien & Associates, P.C. 12909 SW 68th Pkwy, Suite 160 Portland, OR 97223 Tel: (503) 786-3800 Email: enc@pdxlegal.com About 72nd Avenue Property, LLC 72nd Avenue Property owns new luxury apartments located at 11740 SW 72nd Avenue, Tigard, OR 97223. The subject property is a five story mixed-use building located on a 25,634-quare foot site. The Property has an appraised value of $17.8 million. 72nd Avenue Property, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 24-31211) on April 30, 2024, listing $17,800,382 in assets and $14,626,199 in liabilities. The petition was signed by Richard Cassinelli as managing member. Judge Peter C. Mckittrick presides over the case. Theodore J. Piteo, Esq. at Michael D. O'Brien & Associates represents the Debtor as counsel. 8434 ROCHESTER: Hires Shulman Bastian Friedman & as Counsel ----------------------------------------------------------- 8434 Rochester Ave, RE, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Shulman Bastian Friedman & BUI LLP as legal counsel. The firm will provide these services: a. advise the Debtors with respect to their rights, powers, duties and obligations as a debtor in possession in the administration of the jointly administered cases, the management of its business affairs and the management of its property; b. advise the Debtors regarding their legal rights and responsibilities under the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure; c. prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' jointly administered estates; d. advise and assist the Debtors with respect to compliance with the requirements of the Office of the United States Trustee; e. advise the Debtors regarding matters of bankruptcy law, including the rights and remedies of the Debtors with respect to their assets and with respect to the claims of creditors; f. take all necessary or appropriate actions in connection with a chapter 11 plan and all related documents, and such further actions as may be required in connection with the administration of the Debtors' jointly administered estates; g. represent the Debtors in any proceedings or hearings in the Bankruptcy Court related to bankruptcy law issues, including any objections to claims filed in the jointly administered cases; and h. perform any and all other necessary legal services that are desirable and necessary for the efficient and economic administration of these jointly administered Chapter 11 cases. The firm will be paid at these hourly rates: Attorneys Leonard M. Shulman $775 James C. Bastian, Jr. $775 Alan J. Friedman $775 J. Ronald Ignatuk $675 Gary A. Pemberton $675 Franklin J. Contreras $675 Eric P. Francisconi $675 Ryan O'Dea $675 Shane M. Biornstad $675 Melissa Davis Lowe $595 Rika M. Kido $595 Lynda T. Bui $575 Mimi Lin $550 Bryan Whitmer-Cabrera $495 Max Casal $495 Holly M. Ratzlaff $495 Brooke Thompson $395 Paralegals: Erlanna L. Lohayza $295 Pamela G. Little $295 Lori Gauthier $295 Anne Marie Vernon $195 Tammy Walsworth $195 Christopher Boyd $195 Tonia Mann-Wooten $185 Of Counsel: Eric D. Dean $645 Joseph M. Galosic $675 Law Clerk Sarah Spitzer $300 The firm received a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James C. Bastian, Jr., a partner at Shulman Bastian Friedman & BUI LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James C. Bastian, Jr. Shulman Bastian Friedman & BUI LLP 100 Spectrum Center Drive, Suite 600 Irvine, CA 92618 Tel: (949) 340-3400 Fax: (949) 340-3000 Email: JBastian@shulmanbastian.com; MLowe@shulmanbastian.com About 8434 Rochester Ave, RE, LLC 8434 Rochester Ave is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 8434 Rochester Ave RE LLC in Newport Beach, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10729) on March 26, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Gustavo W. Theisen as manager, signed the petition. Judge Scott C. Clarkson oversees the case. SHULMAN BASTIAN FRIEDMAN & BUI LLP serve as the Debtor's legal counsel. A ALL-SAFE: Hires Donth Accounting Group as Accountant ------------------------------------------------------ A All-Safe, Safe & Lock, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Donth Accounting Group as accountant. The firm's services include providing tax advice, reconciling the books and records on a mothly basis, and preparing the 2022 and 2023 tax return. The firm will be paid $3,000 for the preparation of the 2022 and 2023 tax returns. Bernie Donth, a partner at Donth Accounting Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bernie Donth Donth Accounting Group 2560 RCA Blvd, Suite 108 Palm Beach Gardens, FL 33410 Tel: (561) 626-7338 About A All-Safe, Safe & Lock, Inc. A All-Safe, Safe & Lock, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12820-EPK) on March 25, 2024. In the petition signed by Diana Herbst, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Erik P. Kimball oversees the case. Brian K. McMahon, Esq., at Brian K. McMahon, PA, represents the Debtor as legal counsel. ACCONCI STUDIO: Seeks to Hire Frances Caruso as Bookkeeper ---------------------------------------------------------- Acconci Studio Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Frances Caruso, a bookkeeper based in New York. The Debtor requires a bookkeeper to: a. prepare and review monthly operating statements and other financial reports or statements required by the Court of the Office of the United States Trustee, the Bankruptcy Code, the Bankruptcy Rule of otherwise deemed to be necessary or beneficial to the Debtor and/or their estate; and b. render such other financial assistance or services as may be necessary in the Chapter 11 case. Ms. Caruso will be billed at her hourly rate of $75, plus reimbursement of expenses incurred. She also agreed to accept a retainer of $750 from the Debtor. Ms. Caruso disclosed in a court filing that she is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The professional can be reached at: Frances M. Caruso 45 Popham Road, 4F Scarsdale, NY 10583 About Acconci Studio Inc. Acconci Studio Inc., a company in Brooklyn, N.Y., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-40494) on January 31, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Maria Acconci, president, signed the petition. Judge Jil Mazer-Marino oversees the case. Douglas Pick, Esq., at Pick & Zabicki, LLP represents the Debtor as legal counsel. ADAMS HOMES: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Adams Homes, Inc.'s Long-Term Issuer Default Rating (IDR) at 'B+' and senior unsecured notes, including a proposed $100 million add-on offering to the 2028 notes, at 'BB-'/'RR3'. Fitch has also affirmed the 'BB+'/'RR1' rating on the company's senior unsecured revolving credit facility. The Rating Outlook is Stable. Adams plans to issue a $100 million add-on to its current $250 million 9.25% senior unsecured notes due 2028. Proceeds from the proposed add-on will be used to retire the company's $82.5 million 7.50% notes due 2025 and for general corporate purposes. Adams' 'B+' IDR reflects its modest leverage, limited geographic and product diversity, limited financial flexibility and concentrated ownership structure. The company's leading positions in its local markets, balanced land strategy and cash flow profile also are factored into the rating. The Stable Outlook reflects Fitch's expectation for a relatively stable demand environment in Adams' markets and ample headroom relative to Fitch's EBITDA leverage negative sensitivity. Variation from Published Criteria Fitch's "Corporates Recovery Ratings and Instrument Ratings Criteria" calls for capping unsecured debt instruments for issuers rated 'B+' at 'BB-'/'RR3'. A variation from Fitch's "Corporate Recovery Ratings and Instrument Ratings Criteria" was made in rating Adams Homes' senior unsecured revolver 'BB+'/'RR1' as the instrument's credit agreement contains a springing lien provision, which Fitch expects would be triggered well ahead of a distress scenario. This would result in the unsecured revolver becoming a secured facility. The company's unsecured bond indenture allows for the revolver to be secured without ratably securing the unsecured bonds. KEY RATING DRIVERS Limited Geographic Diversification: The company is meaningfully less geographically diversified than most U.S. homebuilders in Fitch's coverage. Adams' concentration in the Southeastern U.S. leaves it exposed to an outsized impact during cyclical downturns, or a meaningful pullback in housing demand in the region. As of Dec. 31, 2023, Adams had 124 active communities across seven states. Elevated Leverage: Adams has limited rating headroom relative to the negative rating sensitivities for the 'B+' IDR, as Fitch-calculated net debt to capitalization, which includes $200 million of shareholder loan and excludes $50 million of cash classified by Fitch as not readily available for working capital, was 55.5% at Dec. 31, 2023 and EBITDA leverage was 3.1x for the LTM period. Fitch expects net debt to capitalization to remain stable in 2024, but projects EBITDA leverage to increase to around 3.5x as margin compression outweighs double-digit revenue growth. Management has a leverage target of total debt to capitalization below 45% to which it has managed in recent years. However, the company excludes the shareholder loan from its calculation. Fitch expects Adams will use balance sheet cash and revolver borrowings to replenish inventory and continue to grow its footprint, which should keep Fitch-calculated net debt to capitalization steady around 50%-55% through YE 2025. Financial Flexibility: Adams has sufficient liquidity in cash, revolver availability and FFO generation to replenish its existing land portfolio and support modest growth. The company's recent conversion to a C-Corporation should improve financial flexibility. When previously structured as an S-Corporation, Adams did not pay income taxes, but distributed a meaningful portion of net income to Bryan Adams, its CEO and sole shareholder, to pay taxes. Fitch does not expect any sizable shareholder distributions beyond 2024, and projects the company's cash outflow for taxes to be modestly lower going forward. Entry-Level Focus: Adams sells homes specifically targeting entry-level segments. This strategy has resulted in strong operating performance and order growth in recent years as home affordability constraints have led to higher demand for affordable product offerings. Fitch expects demographic trends to continue to support long-term demand for entry-level homes. However, Fitch believes demand at lower price points can be more cyclical and volatile, as first-time buyers are more sensitive to higher mortgage rates and home prices and deteriorating economic conditions. Land Strategy: Adams has one of the shorter owned-land positions among the builders in Fitch's coverage. This strategy reduces the risk of downside volatility and impairment charges in a contracting housing market. That is due in part to the company's strategy of only purchasing developed lots, which mitigates risk, as Adams does not hold raw land on its balance sheet. As of Dec. 31, 2023, Adams controlled 12,168 lots, including homes in backlog, representing an 9% yoy decrease in total lots controlled. About 61% of lots under control were owned, and the remainder were controlled through options. Based on LTM closings, Adams controlled 4.1 years of land and owned 2.5 years. Ownership Structure: Adams is privately held, with concentrated ownership and weak governance controls relative to larger, public homebuilders in Fitch's coverage. Capital allocation decisions are made by one individual, which poses significant key-person risk. The company's credit agreement and bond indentures contain restrictive covenants that protect debtholders, but sizable cash distributions could weaken the balance sheet and pressure the ratings. Cash Flow: Fitch expects Adams' to increase land acquisition spending in 2024, resulting in negative cash flow from operations (CFO) of $60 million-$80 million in 2024. The company pulled back on land acquisition in 2022 and 2023, resulting in CFO of $42 million and $180 million, respectively. Fitch expects Adams will generate slightly negative CFO in 2025, which assumes continued working capital investment and modest margin expansion amid a stable demand environment. Adams' IDR reflects Fitch's expectation that management will reduce inventory spending if market conditions deteriorate and will monetize its housing inventory. This should allow the company to generate strong cash flow, which can then be used to pay down debt or build cash on the balance sheet during housing downturns. Housing Market Remains Challenged: Fitch expects the housing market to improve in 2024 but remain anemic, as low housing affordability and a weak economic backdrop will keep housing demand constrained. Mortgage rates staying higher for longer, combined with elevated home prices, will keep affordability challenging. However, homebuilders' ability to adjust product offerings and offer mortgage rate buydowns will make new homes an attractive alternative for potential homebuyers. Adams' offering of homes at affordable price points allows the company to meet homebuyers' needs. Fitch expects Adams' revenues will grow low-double digits, driven largely by higher home deliveries and slightly higher selling prices while EBITDA margins compress 225bps to 275bps from higher input costs and elevated incentive levels. Adams has an ESG Relevance Score of '4' for Governance Structure due to its weak governance controls, which has a negative impact on the credit profile and is relevant to the ratings 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. DERIVATION SUMMARY Adams Homes is larger than STL Holding Company, LLC (dba DSLD Homes; B+/Stable) and Landsea Homes Corporation (B/Stable) in terms of deliveries and community count, but smaller than Dream Finders Homes (BB-/Stable) and generates lower revenues than Landsea. Adams is more geographically diversified than Landsea and DSLD Homes. Adams' has similar credit metrics relative to Dream Finders and Landsea, but weaker metrics compared with DSLD. All four issuers do a moderate amount of speculative building and have meaningful exposure to entry-level homes, but both Dream Finders has greater exposure to other price points and buyer segments. Adams' has higher EBITDA margins and a shorter owned-land position than these peers. KEY ASSUMPTIONS - Revenue grows 13%-15% in 2024 and 8%-10% in 2025 as the company ramps up production; - EBITDA margin of 14.0%-15.0% in 2024 and 2025; - CFO turns modestly negative in 2024 and 2025 as the company increases spending on land acquisition and home production; - Net debt to capitalization steady at around 55% in 2024 before declining to 45%-50% in 2025; - EBITDA leverage of 3.0x-3.5x in 2024 and 2025; - Inventory to debt around 1.5x in 2024 and 2025; - Shareholder distribution of ~50% of 2023 net income in 2024; - No shareholder distributions beyond 2024 due to company's recent conversion to C-Corporation; - Average SOFR of 5.125% in 2024 and 4.05% in 2025. RECOVERY ANALYSIS The recovery analysis assumes that Adams would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch assumed a 10% administrative claim. GC Approach - The GC EBITDA estimate of $90 million reflects Fitch's view of a sustainable, post reorganization EBITDA level, upon which the agency bases the enterprise value (EV). The GC EBITDA is based on Fitch's assumption that distress would arise from further weakening in the housing market combined with loss of market share; - Fitch estimates that annual revenues, which are about 30% below LTM levels, and Fitch-adjusted EBITDA margins of about 11.5%-12.0%, would capture the lower revenue base of the company after emerging from a housing downturn, plus a sustainable margin profile after right sizing; An EV multiple of 5.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The choice of the multiple considered the following factors: - Fitch used a 5.5x multiple to calculate the EV of Landsea Homes (B/Stable) and DSLD Homes (B+/Stable). Landsea is the 35th largest homebuilder by deliveries with operations in Arizona, California, Florida, New York and Texas. DSLD is the 31st largest homebuilder by deliveries with operations in Louisiana, northwest Florida, Alabama, Mississippi and east Texas. Fitch used a 6x EBITDA multiple to calculate the EV for Empire Communities Corp. (B-/Stable). Empire is one of the largest low-rise builders in the Greater Golden Horseshoe and Greater Toronto Area and a growing presence in the U.S.; - Trading multiples (EV/EBITDA) for public homebuilders currently average about 8.4x and have been in the 3.5x-8.5x range for the past 24 months; - Fitch assumes the revolving credit facility has $228 million outstanding at the time of recovery, which accounts for potential shrinkage in the available borrowing base due to contracting inventory levels during a period of weaker demand that causes a default. This is modestly lower than the previous recovery analysis due to the greater amount of unsecured debt outstanding, pro forma for the add-on. The credit agreement contains a springing lien provision, which Fitch expects would be triggered in a distress scenario, resulting in a higher-ranking claim relative to the senior unsecured notes upon the occurrence of a trigger event; - The allocation of the value in the liability waterfall results in a recovery corresponding to an 'RR1' for the senior unsecured revolving credit facility and an 'RR3' for the senior unsecured notes. A material increase in the amount of revolver commitment and/or capacity or a larger unsecured notes offering, without a corresponding increase in Fitch's enterprise value assumptions in a recovery scenario could lead to a lower expected recovery for the unsecured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The company increases its size, further enhances its geographic diversification and market leadership positions, and/or broadens its product offering beyond the entry-level segment; - Net debt to capitalization is consistently below 45% and the company maintains a healthy liquidity position; - Fitch's expectation that EBITDA leverage will sustain below 4.0x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Net debt to capitalization sustained above 55%; - EBITDA interest coverage falls below 2.0x; - EBITDA leverage sustained above 4.5x; - Inventory to debt consistently below 1.2x; - Deterioration in the company's liquidity profile, including consistently negative CFO and limited availability under its revolving credit facility. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: As of Dec. 31, 2023, Adams had ample liquidity with $187.3 million of cash on the balance sheet and no borrowings outstanding under its $325 million revolving credit facility, which matures in July 2026. Fitch expects this level of liquidity to provide Adams with enough liquidity to continue to grow its lot position and enhance its footprint. Debt Maturities: The proceeds from the proposed notes add-on will be used to retire the company's $82.5 million 2025 senior notes. The company has a well-laddered debt maturity schedule, with no maturities until the 9.25% senior notes come due in October 2028. As of Dec. 31, 2023, Adams also had industrial revenue bonds of $8.4 million and $4.7 million due November 2028 and May 2032, respectively. ISSUER PROFILE Adams Homes designs, markets, constructs and sells single-family homes and attached townhomes to entry-level buyers. Adams is one of the largest private homebuilders in the U.S., with operations concentrated in the Southeast. Criteria Variation A variation from Fitch's Corporates Recovery Ratings and Instrument Ratings Criteria was made as Adam's senior unsecured revolving credit facility is rated 'RR1', which is above the 'RR3' cap applicable for unsecured debt instruments where the IDR is 'B+'. SUMMARY OF FINANCIAL ADJUSTMENTS Historical and projected EBITDA is adjusted to add back interest expense included in cost of sales and also excludes impairment charges, land option abandonment costs and a portion of the annual shareholder distribution which was reported in SG&A expense. Fitch classifies the $200 million shareholder loan as debt. ESG CONSIDERATIONS Adams Homes, Inc. has an ESG Relevance Score of '4' for Governance Structure due to its weak governance controls, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Adams Homes, Inc. LT IDR B+ Affirmed B+ senior unsecured LT BB- Affirmed RR3 BB- senior unsecured LT BB+ Affirmed RR1 BB+ AEMETIS INC: Incurs $24.2 Million Net Loss in First Quarter ----------------------------------------------------------- Aemetis, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $24.23 million on $72.63 million of revenues for the three months ended March 31, 2024, compared to a net loss of $26.41 million on $2.15 million of revenues for the three months ended March 31, 2023. As of March 31, 2024, the Company had $242.24 million in total assets, $117.92 million in total current liabilities, $356.46 million in total long term liabilities, and a total stockholders' deficit of $232.14 million. Aemetis said, "As a result of negative capital, negative operating results, and collateralization of substantially all of the Company assets, the Company has been reliant on its senior secured lender to provide extensions to the maturity dates of its debt and loan facilities, and was required in 2023 to remit excess cash from operations to the senior secured lender. In order to meet our obligations during the next twelve months, we will need to refinance debt with our senior lender for amounts becoming due in the next twelve months or receive the continued cooperation of our senior lender. This dependence on our senior lender raises substantial doubt about the Company's ability to continue as a going concern." Management Comments "Revenues during the first quarter of 2024 of $72.6 million reflect strong execution by all three of our operating segments with revenues of $36.1 million from California Ethanol, $32.7 million from India Biodiesel and $3.8 million from Dairy Renewable Natural Gas. The India Biodiesel and Dairy Renewable Natural Gas segments generated positive EBITDA and the ethanol business trended positively as winter ended," said Todd Waltz, chief financial officer of Aemetis. "The first sale of Low Carbon Fuel Standard (LCFS) credits by the Dairy RNG business during the quarter marks an important cash flow milestone, since we are now generating revenues from sales of RNG fuel, California LCFS credits, and federal Renewable Fuel Standard environmental attributes. We look forward to substantial additional revenues when we receive the LCFS provisional pathway approvals that are expected to approximately double our LCFS revenues and receive the federal Inflation Reduction Act Section 45Z production tax credits beginning in January 2025," added Waltz. "Complementing the revenue growth in our operating businesses, our Riverbank Sustainable Aviation Fuel project received the final Authority to Construct air permits during the quarter for a 78 million gallon per year SAF production facility to supply fuel for the aviation market," said Eric McAfee, Chairman and CEO of Aemetis. "We received approval by the federal government for $200 million of new EB-5 funding from foreign investors at about a 3% interest rate for subordinated debt capital to support the construction and operation of the dairy RNG, SAF and CO2 sequestration businesses." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/738214/000143774924015741/amtx20240331_10q.htm About Aemetis Headquartered in Cupertino, California, Aemetis -- www.aemetis.com -- is a renewable natural gas, renewable fuel and biochemicals company focused on the operation, acquisition, development and commercialization of innovative technologies that replace petroleum-based products and reduce greenhouse gas emissions. Founded in 2006, Aemetis is operating and actively expanding a California biogas digester network and pipeline system to convert dairy waste gas into Renewable Natural Gas. Aemetis owns and operates a 65 million gallon per year ethanol production facility in California's Central Valley near Modesto that supplies about 80 dairies with animal feed. Aemetis owns and operates a 60 million gallon per year production facility on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. Aemetis is developing the sustainable aviation fuel (SAF) and renewable diesel fuel biorefinery in California to utilize renewable hydrogen, hydroelectric power, and renewable oils to produce low carbon intensity renewable jet and diesel fuel. AL GCX: S&P Affirms 'B+' Issuer-Credit Rating, Outlook Stable ------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer-credit rating on AL GCX Holdings LLC and 'B+' issue-level rating on its senior secured term loan B. The '3' recovery rating on the term loan indicates its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. The stable outlook reflects S&P's expectation that AL GCX will receive stable and steady cash flows from GCX Pipeline. AL GCX announced its plans to acquire Kinetik Holdings Inc.'s 16% interest in Gulf Coast Express Pipeline LLC (GCX Pipeline), increasing its total ownership percentage to 41%. AL GCX will finance the acquisition through a mix of debt and equity. AL GCX will acquire Kinetik's 16% interest in GCX, increasing AL GCX's noncontrolling equity interest in GCX Pipeline to 41%. AL GCX will issue a $200 million incremental add-on to its senior secured term loan B, and ArcLight Capital Partners LLC and its limited partners will contribute about $300 million in additional equity for a combined purchase price of about $501 million. As a result, AL GCX will receive 41% of GCX Pipeline's distributions. S&P views the transaction as credit positive as because expect the pro forma credit profile to improve. This is because AL GCX will receive a larger share of distributions and continue to repay its term loan from its excess cash flow sweep. In addition, Arclight's decision to inject more equity than debt to finance the transaction is financially prudent and supports deleveraging in the future. Pro forma for the transaction, AL GCX's credit metrics will improve because it will receive 41% of GCX Pipeline's future distributions. S&P said, "We expect the company's 2025 EBITDA to be about $130 million, representing 12 months of distributions at a 41% ownership interest. As a result, we expect its 2025 S&P Global Ratings-adjusted debt to EBITDA to be 5.5x-6.0x in 2025 and interest coverage to be 2.25x-2.50x. Previously, we expected S&P Global Ratings-adjusted debt to EBITDA of 6.5x-7.0x in 2025 and interest coverage of 2.00x-2.25x in 2025." The improved leverage and coverage ratios are a result of higher distribution assumptions in 2025 as well as a continued debt paydown via the mandatory excess cash flow sweep. S&P said, "Although we expect the company's credit metrics will improve, we continue to assess AL GCX's financial metrics as negative. We also note that we expect the interest coverage ratio to remain below 3.0x, and as such our rating on AL GCX remains capped at 'B+'." S&P said, "Our 'B+' issuer credit rating on AL GCX reflects the difference in credit quality relative to that of GCX Pipeline. AL GCX relies solely on distributions from GCX Pipeline to service its term loan due 2029 because it does not have any other substantive assets. Therefore, we rate AL GCX under our noncontrolling equity interest criteria. As such, our view of AL GCX's credit profile incorporates its financial ratios, GCX's Pipelines' cash flow stability, the company's ability to influence GCX's Pipeline's financial policy, and its ability to liquidate its investment in GCX Pipeline to repay its debt. "We expect AL GCX to receive continued steady distributions from GCX Pipeline throughout our forecast period. We maintain our assessment that AL GCX will receive steady distributions from GCX Pipeline. The pipeline is strategically located, connecting natural gas supply in the Permian Basin to Agua Dulce's liquefied natural gas export markets. GCX Pipeline's EBITDA is 100% backed by take-or-pay contracts in place until 2029. The pipeline also has minimal counterparty risk because almost all of its counterparties are investment grade. We continue to view the GCX Pipeline as critical infrastructure and use these factors to support our expectation for positive cash flow. The underlying credit strength of the pipeline and low capital expenditures support our expectations of stable cash flows to AL GCX. "Al GCX has displayed a track record of stable distributions from GCX Pipeline and maintains meaningful governance rights over it. We revised our assessment of corporate governance and financial policy to positive from neutral because AL GCX has demonstrated a track record of receiving stable distributions on a monthly basis from its investee company, and we expect this to continue during our forecasted period. In addition, the increased ownership percentage supports AL GCX's governance rights over key decisions at GCX Pipeline, including holding a controlling vote with respect to any actions that require supermajority approval, and may influence the level of available cash distributions. This right is in place due to AL GCX's "initial member" status within the group, which also provides AL GCX with a blocking vote in a supermajority situation. "The stable outlook reflects our expectation that AL GCX will receive stable and steady cash flows from the highly contracted GCX Pipeline. We expect it will use the distributions to reduce its debt balance via excess cash sweeps and forecast debt to EBITDA will improve to 5.0x-5.5x in 2025, representing full year of 41% ownership in GCX Pipeline. "We could take a negative rating action if we expect AL GCX to maintain debt to EBITDA above 8x or if interest coverage approaches 1.5x, which could happen due to lower-than-anticipated excess cash sweeps or a decline in distributions from GCX Pipeline. "Although unlikely, we could take a positive rating action on AL GCX if we expect the company to maintain interest coverage above 3x while reducing the term loan balance via mandatory amortization and excess cash sweeps. "Environmental factors are a negative consideration in our credit rating analysis of AL GCX. When the transaction closes, AL GCX will hold a 41% noncontrolling interest in GCX Pipeline. Natural gas currently provides about 35% of power generation in the U.S. However, GCX Pipeline is susceptible to longer-term volume declines from producers as a result of reduced demand for hydrocarbons, reduced drilling activity, and the transition to renewable energy source. Although GCX is a relatively new pipeline and does not have a track record of material operational issues, other direct environmental risks relate to potential gas leakage and damages to the environment." ALLIANCE TRANS: Hires Steven A. Leahy PC as Counsel --------------------------------------------------- Alliance Trans, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ The Law Office of Steven A. Leahy, PC to handle its Chapter 11 case. The firm will be paid at these rates: Attorneys $600 per hour Paralegals $175 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven A. Leahy, Esq., a partner at The Law Office of Steven A. Leahy, PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven A. Leahy, Esq. The Law Office of Steven A. Leahy, PC 2525 Waukegan Road, Suite 210 Bannockburn, IL 60015 Tel: (312) 664-6649 About Alliance Trans, Inc. Alliance Trans, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04859) on April 3, 2024, with as much as $50,000 in both assets and liabilities. Judge Donald R. Cassling presides over the case. Steven A. Leahy, Esq., at the Law Office Steven A Leahy, PC represents the Debtor as bankruptcy counsel. AMBRI INC: May 15 Deadline Set for Panel Questionnaires ------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Ambri Inc. 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/bd4ju3xa and return it via email to Joseph Cudia -- Joseph.Cudia@usdoj.gov -- to the Office of the United States Trustee so that it is received no later than May 15, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Ambri Inc. Ambri Inc. specializes in the development of an advanced energy storage solution through its patented "Liquid MetalTM battery" technology. Ambri is a pre-revenue Liquid MetalTM battery technology company working to become a leading global provider of long-duration, grid-scale, energy storage that can solve the most critical issues facing today's electricity grid and enable wide-spread adoption of intermittent renewable energy as a 24-7 power source. The company is developing batteries that are expected to be low-cost, highly reliable, extremely safe, degrade only minimally over their lifespan, and can shift fundamentally how power grids operate and source their power, thereby contributing to the goal of a cleaner energy future. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Case No. 24-10952) on May 5, 2024, with $50 million to $100 million in assets and liabilities. Nora Murphy, chief financial officer, signed the petition. Judge Laurie Selber Silverstein presides over the case. The Debtor tapped Potter Anderson Coroon LLP as counsel and Goodwin Procter LLP as co-bankruptcy counsel. Triple P RTS, LLC and Triple P Securities, LLC act as financial advisor and investment banker, and EPIQ Corporate Restructuring LLC serves as claims and noticing agent. AP GAMING I: Moody's Puts 'B2' CFR on Review for Downgrade ---------------------------------------------------------- Moody's Ratings placed the ratings of AP Gaming I, LLC ("AP Gaming", subsidiary of PlayAGS, Inc.) on review for downgrade including its B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 ratings on its backed senior secured first lien revolving credit facility and senior secured first lien term loan. The SGL-2 Speculative Grade Liquidity Rating remains unchanged. Previously, the outlook was stable. On May 9, 2024, AGS announced that Brightstar Capital Partners ("Brightstar") plans to acquire the company for approximately $1.1 billion. The proposed transaction is expected to close in the second half of 2025 and is subject to regulatory and shareholder approvals. The ratings under review reflects Moody's expectation that if the acquisition is completed, AP Gaming will no longer be a public company and instead will be owned by a private equity sponsor, Brightstar. As such, governance risk considerations are material to this rating action. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS AP Gaming's existing B2 rating reflects the company's small size and scale in terms of revenue and EBITDA, both as an absolute amount and as compared to its peers. The volume of gaming machine play drives revenues; gaming machine sales continue to recover with sequential growth, back above pre-pandemic levels. Given the need to create competitive content and technology, the company has to continue to spend on game development, cabinets and software development, and skilled developers which contributes to high leverage. The company benefits from its significant EBITDA margins and recurring revenue profile, along with its domestic installed base (including premium units), which has been increasing in recent quarters following a period of declines. The company's elevated geographic and customer concentration remain a key constraint, although concentration levels improved in recent years as a result of organic growth as well as several acquisitions. The review for downgrade will primarily focus on AP Gaming's change in ownership, as well as the post-transaction capital structure of the company. If AP Gaming's debt will be fully repaid as part of this transaction, its ratings will be withdrawn. Further, Moody's will evaluate the company's likelihood of adopting more aggressive financial policies following the change in ownership. AP Gaming, a subsidiary of publicly-traded PlayAGS, Inc., is a designer and supplier of casino gaming products. The company's products are primarily leased and sold into the commercial and Native American gaming marketplace. The company's products include electronic gaming machines, table games, as well as interactive gaming (social and real money gaming). The principal methodology used in these ratings was Business and Consumer Services published in November 2021. AP GAMING: S&P Places 'B' Issuer Credit Rating on Watch Negative ---------------------------------------------------------------- S&P Global Ratings placed its 'B' issuer credit rating on Global gaming supplier AP Gaming Holdings LLC on CreditWatch with negative implications. The 'B' issue-level rating on the company's credit facility is not affected because there is a change of control provision in the credit agreement that will require its refinancing. S&P said, "We will resolve the CreditWatch listing when details about the acquisition, including the company's proposed capital structure, become available and we can assess the leveraging impact of the acquisition. "The CreditWatch placement reflects our belief that the pending acquisition of AP Gaming by Brightstar Capital Partners will likely increase AP Gaming's debt, which could materially weaken the company's credit measures compared with our current base case forecast. "We project AP Gaming's S&P Global Ratings-adjusted leverage and free operating cash flow (FOCF) to debt will be about 3.7x and 5%, respectively, at the end of 2024, and we believe the transaction could include incremental debt, which could lead to significantly weaker leverage and FOCF to debt than our current forecast. Brightstar has committed debt and equity financing for the acquisition, but the details regarding the proposed capital structure, including the mix of debt and equity, as well as the terms of the equity investment, are unavailable. However, we expect that Brightstar will likely increase AP Gaming's debt above its current levels given financial sponsors are more likely to employ aggressive financial policies and sustain high leverage. In addition, we could view forms of equity other than common stock, if any is contributed, as debt-like obligations that increase the company's leverage. Depending on the amount and cost of debt raised, the acquisition could stress FOCF to debt below our low-single-digit-percent downgrade threshold or S&P Global Ratings-adjusted leverage above our 6.5x downgrade threshold. "We expect the transaction to close in the second half of 2025, subject to shareholder approval and regulatory approvals. "We expect AP Gaming's $40 million revolving credit facility due 2027 and its $575 million term loan due 2029 will be refinanced when the transaction closes because there is a change of control provision in the credit agreement. As a result, we did not place our issue-level ratings on AP Gaming's debt on CreditWatch with negative implications. "We will resolve the CreditWatch listing once we can assess the leveraging impact of the acquisition and the likelihood that the acquisition will receive required regulatory and shareholder approvals. Based on our current downgrade thresholds, we could lower the rating by one notch if we expected S&P Global Ratings-adjusted leverage to be sustained above 6.5x and FOCF to debt in the low-single-digit percentage area." ASHFORD HOSPITALITY: Posts $72 Million Net Income in Q1 2024 ------------------------------------------------------------ Ashford Hospitality Trust, Inc. has released its financial results for the first quarter ended March 31, 2024. According to its Form 10-Q report, Ashford posted net income of $72.4 million for the first quarter of this year compared to a net loss of $61.5 million for the same period in 2022. First quarter's revenue was down $303.8 million compared to $328.8 million in the same period last year. On April 30, 2024, Ashford announced its preliminary expectations for net income attributable to common stockholders, Adjusted EBITDAre, and Adjusted FFO for the first quarter ended March 31, 2024. The Company reported a preliminary estimated range of net income attributable to common stockholders of approximately $66.4 million to $68.4 million or $0.59 to $0.61 per share, a preliminary estimated range of Adjusted EBITDAre of $58.5 million to $60.5 million, and a preliminary estimated range of Adjusted FFO available to common stockholders and OP unitholders of $(14.7) million to $(12.7) million for the first quarter ended March 31, 2024. On March 1, 2024, the Company received notice that the hotel properties securing the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. Ashford derecognized the hotel properties securing the KEYS Pool A and KEYS Pool B loans from its consolidated balance sheet as of March 1, 2024, when the receiver took control of the hotels, and accordingly recognized a gain of $133.9 million. On March 6, 2024, the Company sold the Residence Inn Salt Lake City in Salt Lake City, Utah for $19.2 million in cash. The sale resulted in a gain of approximately $7.0 million. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/482erynb About Ashford Hospitality Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. As of March 31, 2024, the Trust had $3.54 billion in total assets against $3.67 billion in total liabilities. * * * Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. ASPIRA WOMEN'S: General Counsel Minh Merchant Tenders Resignation ----------------------------------------------------------------- Aspira Women's Health Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 22, 2024, Minh Merchant, the general counsel, chief compliance officer, and corporate secretary of the Company notified the Company that she will resign from these roles with the Company effective May 6, 2024. About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is dedicated to the discovery, development, and commercialization of noninvasive, AI-powered tests to aid in the diagnosis of gynecologic diseases. OvaWatch and Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they provide the only comprehensive portfolio of blood tests to aid in the detection of ovarian cancer for the 1.2+ million American women diagnosed with an adnexal mass each year. OvaWatch provides a negative predictive value of 99% and is used to assess ovarian cancer risk for women where initial clinical assessment indicates the mass is indeterminate or benign, and thus surgery may be premature or unnecessary. Ova1Plus is a reflex process of two FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian malignancy in women planned for surgery. Boston, Massachusetts-based BDO USA, P.C., the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 29, 2024, citing that Company has suffered recurring losses from operations and expects to continue to incur substantial losses in the future, which raise substantial doubt about its ability to continue as a going concern. ATI PHYSICAL: Reports $13.5-Mil. Net Loss in 2024 First Quarter --------------------------------------------------------------- ATI Physical Therapy, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $13.5 million for the three months ended March 31, 2024, compared to a net loss of $25.2 million for the three months ended March 31, 2023. As of March 31, 2024, the Company had $23.7 million in cash and cash equivalents and no available capacity under its revolving credit facility. The Company was in compliance with its minimum liquidity covenant under the 2022 Credit Agreement as of March 31, 2024. The Company has continued to generate negative operating cash flows, operating losses and net losses. For the three months ended March 31, 2024, the Company had cash flows used in operating activities of $39.1 million, and an operating loss of $4.8 million. These results are, in part, due to its current capital structure, including cash interest costs, and continuation of trends experienced by the Company in recent years including a tight labor market for available physical therapy and other healthcare providers in the workforce. The Company noted it has continued to fund cash used in operations primarily from financing activities and expects to need additional liquidity to continue funding working capital requirements, necessary capital expenditures as well as to be available for general corporate purposes, including interest repayments. The Company warned it is at risk of insufficient funding to meet its obligations as they become due as well as non-compliance with its minimum liquidity financial covenant under its 2022 Credit Agreement. These conditions and events raise substantial doubt about the Company's ability to continue as a going concern. On June 15, 2023, the Company completed a debt restructuring transaction under its 2022 Credit Agreement including: (i) a delayed draw new money financing in an aggregate principal amount of $25.0 million, comprised of (A) second lien paid-in-kind convertible notes and (B) shares of Series B Preferred Stock. The Company utilized the delayed draw of $25.0 million during the quarter. The Company plans to continue its efforts to improve its operating results and cash flow through increases to clinical staffing levels, improvements in clinician productivity, controlling costs and capital expenditures and increases in patient visit volumes, referrals and rate per visit. There can be no assurance that the Company's plan will be successful in any of these respects. Future liquidity needs are expected to require additional sources of liquidity beyond operating results. Additional liquidity sources considered include but are not limited to: * raising additional debt and/or equity capital, * disposal of assets, and/or * other strategic alternatives to improve its business, results of operations and financial condition. There can be no assurance that the Company will be successful in accessing such alternative options or financing if or when needed. Failure to do so could have a material adverse impact on our business, financial condition, results of operations and cash flows, and may lead to events including bankruptcy, reorganization or insolvency. Management plans have not been fully implemented and, as a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/3yvkdyx8 About ATI Physical Therapy Bolingbrook, Ill.-based ATI Physical Therapy, Inc. and its subsidiaries is a nationally recognized outpatient physical therapy provider in the United States specializing in outpatient rehabilitation and adjacent healthcare services. It offers a variety of services within its clinics, including physical therapy to treat spine, shoulder, knee and neck injuries or pain; work injury rehabilitation services, including work conditioning and work hardening; hand therapy; and other specialized treatment services. As of March 31, 2024, the Company had $991.5 million in total assets, $879.9 million in total liabilities, and $113.4 million in total stockholders' deficit. Chicago, Ill.-based Deloitte and Touche LLP, the Company's auditor, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company has experienced recurring losses from operations and negative cash flows from operations and requires operational improvement in order to meet its obligations as they become due over the next 12 months and maintain compliance with debt covenants, which raises substantial doubt about its ability to continue as a going concern. BERRY GLOBAL: Moody's Rates New $500MM First Lien Sec. Notes 'Ba1' ------------------------------------------------------------------ Moody's Ratings assigned a Ba1 rating to Berry Global, Inc.'s (a wholly owned subsidiary of Berry Global Group Inc. ("Berry")) new $500 million first lien senior secured notes due 2031. Berry's Ba1 corporate family rating and all other ratings remain unchanged. The outlook is unchanged at stable. The proceeds from the new notes will be used to repay a portion of the company's existing first lien senior secured notes due July 2026, and pay fees and expenses related to the offering. "This is a leverage neutral transaction that will improve Berry's debt maturity profile," said Motoki Yanase, Moody's Vice President and Senior Credit Officer. "Although Moody's estimate Berry's leverage at around 4.8x for the twelve months that ended in Mach 2024, exceeding Moody's down-grade guidance of 4.25x, Moody's expect the company to seek measures to reduce its debt over the next 12-18 months," added Yanase. RATINGS RATIONALE The Ba1 rating on the new first lien secured notes, the same rating as the CFR, reflects the notes' subordination to the asset based revolver for the most liquid assets (accounts receivable and inventory) and the limited amount of second lien debt ranked below it to provide loss absorption. Berry's Ba1 CFR reflects its considerable scale, serving the food, beverage and healthcare end markets, which are staple goods to retail consumers. The rating further reflects the company's ability to generate solid free cash flow. Berry is the second-largest rated plastic packaging manufacturer by revenue and has around three-quarters of its business under long-term contracts with cost pass-through provisions, which raises customer switching costs and protects against increases in volatile raw material costs. Weaknesses in Berry's credit profile include some exposure to more cyclical end markets and lags in contractual cost pass-through mechanisms, which leave the company exposed to volatility in profit and cash flow. Berry also operates in the fragmented and competitive packaging industry, which has many private, unrated competitors and strong price competition. The stable outlook reflects Moody's expectation that Berry will focus on debt reduction over the next 12-18 months and improve its credit metrics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING A ratings upgrade would require a commitment to an investment grade financial profile and capital structure. An upgrade would also be dependent upon a sustainable improvement in credit metrics and a stable competitive environment. Specifically, the ratings could be upgraded if adjusted debt to EBITDA is below 3.5x, adjusted EBITDA margin is above 20%, and free cash flow to debt is above 12%. The ratings could be downgraded if there is deterioration in credit metrics, the competitive environment or liquidity. Additionally, the ratings could be downgraded if there is a large, debt financed acquisition. Specifically, the ratings could be downgraded if adjusted debt to EBITDA is above 4.25x, adjusted EBITDA margin is below 17%, and free cash flow to debt is below 8%. The principal methodology used in this rating was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. Based in Evansville, Indiana, Berry Global Group Inc. (NYSE: BERY) is a manufacturer of both rigid and flexible plastic packaging products. The company recorded about $12.2 billion of sales for the twelve months that ended in March 2024. BETTER CHOICE: Receives Noncompliance Notice From NYSE ------------------------------------------------------ Better Choice Company Inc. announced that it received a notice from the NYSE American LLC dated April 24, 2024, notifying the Company that it is no longer in compliance with NYSE American continued listing standards. Specifically, the letter states that the Company is not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide. Section 1003(a)(ii) requires a listed company to have stockholders' equity of $4 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. Section 1003(a)(iii) requires a listed company to have stockholders' equity of $6 million or more if the listed company has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Company reported a stockholders' equity of $3.0 million as of Dec. 31, 2023, and losses from continuing operations and/or net losses in three out of its four most recent fiscal years ended Dec. 31, 2023. The Notice has no immediate impact on the listing of the Company's shares of common stock, par value $0.001 per share, which will continue to be listed and traded on the NYSE American during the Plan period, subject to the Company's compliance with the other listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol "BTTR", but will have an added designation of ".BC" to indicate the status of the Common Stock as "below compliance". The notice does not affect the Company's ongoing business operations or its reporting requirements with the Securities and Exchange Commission. The Company must submit a plan of compliance by May 24, 2024, addressing how it intends to regain compliance with Sections 1003(a)(ii) and (iii) of the Company Guide by Oct. 24, 2025. The Company has begun to prepare its Plan for submission to the NYSE American by the May 24, 2024 deadline. If the NYSE American accepts the Company's plan, the Company will be able to continue its listing during the Plan period and will be subject to continued periodic review by the NYSE American staff. If the Plan is not submitted, or not accepted, or is accepted but the Company is not in compliance with the continued listing standards by Oct. 24, 2025, or if the Company does not make progress consistent with the Plan during the plan period, the Company will be subject to delisting procedures as set forth in the NYSE American Company Guide. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide. The Company said it is committed to undertaking a transaction or transactions in the future to achieve compliance with the NYSE American's requirements. However, there can be no assurance that the Company will be able to achieve compliance with the NYSE American's continued listing standards within the required timeframe. About Better Choice Company Headquartered in Tampa, Florida, Better Choice -- http://www.betterchoicecompany.com/-- is a pet health and wellness company committed to leading the industry shift toward pet products and services that help dogs and cats live healthier, happier and longer lives. The Company sells its premium and super-premium products under the Halo brand umbrella, including Halo Holistic, Halo Elevate and the former TruDog brand, which has been rebranded and successfully integrated under the Halo brand umbrella during the third quarter of 2022. Tampa, Florida-based BDO USA, P.C., the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 12, 2024, citing that the Company has continually incurred operating losses, has an accumulated deficit and failed to meet certain financial covenants as of Dec. 31, 2023. These matters create substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date these consolidated financial statements are issued. BIOLASE INC: 9 of 10 Proposals OK'd at Annual Meeting ----------------------------------------------------- BIOLASE, Inc. convened its 2024 Annual Meeting of Stockholders on May 2, 2024, during which 10 proposals were put to vote. During the meeting, the Stockholders: Proposal 1: Elected John R. Beaver, Jonathan T. Lord, M.D., Kathleen T. O'Loughlin, D.D.S., Martha Somerman, D.D.S., and Kenneth Yale, D.D.S., J.D. for director. Proposal 2: Approved the compensation of the Company's named executive officers. Proposal 3: Approved the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers every year. Based on the recommendations of the Company's Board of Directors and its Compensation Committee to hold advisory votes on executive compensation every year and the vote of the stockholders on this matter, the Company has decided that an advisory stockholder vote on executive compensation will be held every year until the next advisory vote on the frequency of future stockholder advisory votes on executive compensation. Proposal 4: Approved the exercise of warrants issued on December 8, 2023, to purchase up to 2,221,880 shares of common stock under applicable rules and regulations of the Nasdaq Stock Market. Proposal 5: Approved the exercise of warrants issued on February 15, 2024, to purchase up to 2,221,880 shares of common stock under applicable rules and regulations of the Nasdaq Stock Market. Proposal 6: Approved the exercise of Class B warrants issued on February 15, 2024, to purchase up to 16,000,000 shares of common stock under applicable rules and regulations of the Nasdaq Stock Market. Proposal 7: Disapproved an amendment to the BIOLASE, Inc. 2018 Long-Term Incentive Plan to increase the number of shares of the Company's common stock available for issuance under the 2018 LTIP by an additional 7,500,000 shares. Proposal 8: Ratified the appointment of Macias Gini & O'Connell LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, as set forth below: Proposal 9: Approved an amendment to the Company's Restated Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Exhibit B, to, at the discretion of the Board of the Company, effect a reverse stock split with respect to the Company's issued and outstanding common stock, including stock held by the Company as treasury shares, at a ratio of 1-for-2 to 1-for-50, with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement. Proposal 10: Approved an adjournment of the 2024 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal Nos. 4, 5, 6 and 9. These Proposals are described in detail in the Company's definitive proxy statement on Schedule 14A for the 2024 Annual Meeting, which was filed on March 22, 2024 with the Securities and Exchange Commission. About Biolase Biolase, Inc. -- https://www.biolase.com -- is a provider of advanced laser systems for the dental industry. The Company develops, manufactures, markets, and sells laser systems that provide significant benefits for dental practitioners and their patients. The Company's proprietary systems allow dentists, periodontists, endodontists, pediatric dentists, oral surgeons, and other dental specialists to perform a broad range of minimally invasive dental procedures, including cosmetic, restorative, and complex surgical applications. The Company's laser systems are designed to provide clinically superior results for many types of dental procedures compared to those achieved with drills, scalpels, and other conventional instruments. Irvine, Calif.-based Macias Gini & O'Connell, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has suffered recurring losses from operations and has had negative cash flows from operations for each of the three years ended Dec. 31, 2023. This raises substantial doubt about the Company's ability to continue as a going concern. BLINK CHARGING: Incurs $17.2 Million Net Loss in First Quarter -------------------------------------------------------------- Blink Charging Co. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $17.17 million on $37.57 million of total revenues for the three months ended March 31, 2024, compared to a net loss of $29.80 million on $21.67 million of total revenues for the three months ended March 31, 2023. As of March 31, 2024, the Company had $404.49 million in total assets, $107.76 million in total liabilities, and $296.74 million in total stockholders' equity. Blink Charging said, "The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that the Company's operating expenses will continue to increase and, as a result, it will eventually need to generate significant product revenues to achieve profitability. Historically, the Company has been able to raise funds to support its business operations, although there can be no assurance that it will be successful in raising significant additional funds in the future. The Company expects that its cash on hand will fund its operations for at least 12 months after the issuance date of these financial statements. "Since inception, the Company's operations have primarily been funded through proceeds received in equity and debt financing. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1429764/000149315224018649/form10-q.htm About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID) f/k/a Car Charging Group Inc. -- http://www.CarCharging.com/-- is a manufacturer, owner, operator, and provider of electric vehicle ("EV") charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink's principal line of products and services is its nationwide Blink EV charging networks and Blink EV charging equipment, also known as electric vehicle supply equipment ("EVSE"), and other EV-related services. Blink Charging reported a net loss of $203.69 million in 2023, a net loss of $91.56 million in 2022, a net loss of $55.12 million in 2021, a net loss of $17.85 million in 2020, a net loss of $9.65 million in 2019, and a net loss of $3.42 million in 2018. BLUE STAR: Stockholders Approve Reverse Stock Split Proposal ------------------------------------------------------------ Blue Star Foods Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it held a Special Meeting of Stockholders on April 30, 2024, at which the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock, by a ratio of no less than 1-for-2 and no more than 1-for-50, with the exact ratio to be determined by the Company's Board of Directors in its sole discretion. The stockholders also approved a proposal to adjourn the Special Meeting if there are insufficient votes at the Special Meeting to approve Proposal No. 1. About Blue Star Foods Based in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com -- is an international sustainable marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's main operating business, John Keeler & Co., Inc. was incorporated in the State of Florida in May 1995. The Company's current source of revenue is importing blue and red swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BOISSON INC: Hires Resolution Financial as Financial Advisor ------------------------------------------------------------ Boisson Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Resolution Financial Advisors LLC as Financial Advisor and financial advisor. The firm's services include: a. developing and executing a marketing process for the sale of the Company or its assets, including: i. creating marketing materials; ii. identifying and reaching out to prospective buyers; and iii. overseeing the diligence process of prospective buyers, including maintaining an online data room; b. collaborating with bankruptcy counsel to draft a template Asset Purchase Agreement; c. soliciting offers using the template Asset Purchase Agreement and in accordance with an auction process approved by the bankruptcy court; d. assisting in negotiations for one or more sale transactions; e. assisting in the closing of one or more sale transactions, as deemed appropriate; and f. providing additional support and performing various tasks as requested by the Debtor consistent with Resolution's role as the Debtor's financial advisor and sales agent. The firm will be paid at the rate of $550 per hour. The firm will be paid a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David M. Johnson, a Managing Director at Resolution Financial Advisors LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David M. Johnson Resolution Financial Advisors LLC 11400 Olympic Boulevard Suite 299 Los Angeles, CA 90064 Tel: (310) 526-7779 About Boisson Inc. Boisson Inc. offers a vast portfolio, boasting over 125 brands of non-alcoholic wines, beers, spirits, aperitifs, and mixers, including brands owned by the Debtor. The Debtor operates 11 storefronts in major cities, including New York, Miami, Los Angeles, and San Francisco, amplified its digital presence through a growing e-commerce platform, and also launched a wholesale distribution channel. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12614) on April 4, 2024. In the petition signed by Sheetal Aiyer, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Neil W. Bason oversees the case. Ron Bender, Esq., at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P., represents the Debtor as legal counsel. BOXLIGHT CORP: Incurs $7.1 Million Net Loss in First Quarter ------------------------------------------------------------ Boxlight Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $7.09 million on $37.09 million of net revenues for the three months ended March 31, 2024, compared to a net loss of $2.92 million on $41.18 million of net revenues for the three months ended March 31, 2023. As of March 31, 2024, the Company had $142.38 million in total assets, $104.79 million in total liabilities, $28.51 million in total mezzanine equity, and $9.08 million in total stockholders' equity. The Company said that at Dec. 31, 2023, it was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement. The Senior Leverage Ratio, as stated in the Third Amendment to the Credit Agreement, decreased to 2.50 at Dec. 31, 2023, 2.00 at March 31, 2024 and June 30, 2024 and 1.75 thereafter. On March 14, 2024 the Company entered into a fifth agreement with the Collateral Agent and Lender which waived any Event of Default that may have arisen directly as a result of the financial covenant default at Dec. 31, 2023 and in the interim two-month period ended Feb. 29, 2024. The Fifth Amendment also restated the Senior Leverage Ratio and Minimum Liquidity requirements. Under the Amended agreement, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00, at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75. The Company was in compliance with all financial covenants at March 31, 2024. Because of the significant decreases in the required Senior Leverage Ratio that will occur over the next twelve months, the Company's current forecast projects the Company may not be able to maintain compliance with this ratio. According to the Company, these conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued. Boxlight said, "In view of this matter, continuation as a going concern is dependent upon the Company's ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on more favorable terms. The Company is actively working to refinance its debt with new lenders. While the Company is confident in its ability to refinance its existing debt, it does not have written or executed agreements as of the issuance of this Form 10-Q. The Company's ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. The Company has a good working relationship with its current banking partner. However, there can be no assurance that the Company will be successful in refinancing its debt, or on terms acceptable to the Company." Management Commentary "We have made significant progress in streamlining our organization and positioning Boxlight for profitability," commented Dale Strang, interim chief executive officer. "Thus far in 2024, we have eliminated approximately $5 million in operating costs without significantly impacting our sales teams or other revenue-generating functions. The full impact of these reductions will take time to appear in our financial results, and the first quarter reflected approximately $940 thousand in non-recurring severance costs. The Company will begin to see the benefits of these reductions in the coming quarters. "Simultaneously, market demand is stabilizing, and we believe there is an opportunity to capture market share over the balance of 2024," continued Strang. "“By adding clarity to our approach to the market, refocusing our sales organization on customer-centric solution selling, and streamlining our overall organization, we are better-positioned for the future." "Importantly, subsequent to the end of the quarter, our current lenders provided an additional $2 million bridge loan to help meet our short-term seasonal working capital needs and extended the flexibility to borrow an additional $3 million in June," concluded Strang. "This ongoing support from our lenders will enable us to meet the higher activity in the second and third quarters, ensuring we have sufficient inventory on hand to meet our customer's demand." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1624512/000162828024021699/boxl-20240331.htm About Boxlight Corporation Boxlight Corporation (Nasdaq: BOXL) -- http://www.boxlight.com/-- is a provider of interactive technology solutions under its brands Clevertouch, FrontRow and Mimio. Boxlight aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, audio solutions, supporting accessories, and professional services. Atlanta, Georgia-based Forvis, LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has identified certain conditions relating to its outstanding debt and Series B Preferred Stock that are outside the control of the Company. In addition, the Company has generated recent losses. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. BOXLIGHT CORP: Reports $7.1-Mil. Net Loss in 2024 First Quarter --------------------------------------------------------------- Boxlight Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $7.1 million on $37.1 million of net revenue for the three months ended March 31, 2024, compared to a net loss of $2.9 million on $41.2 million of net revenue for the three months ended March 31, 2023. At December 31, 2023, the Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under its Credit Agreement with Whitehawk Finance LLC, as lender, and White Hawk Capital Partners, LP, as collateral agent. The Senior Leverage Ratio, as stated in the Third Amendment to the Credit Agreement, decreased to: 2.50 at December 31, 2023; 2.00 at March 31, 2024 and June 30, 2024; and 1.75 thereafter. On March 14, 2024, the Company entered into a fifth agreement with Whitehawk, which waived any Event of Default that may have arisen directly as a result of the financial covenant default at December 31, 2023 and in the interim two-month period ended February 29, 2024. The Fifth Amendment also restated the Senior Leverage Ratio and Minimum Liquidity requirements. Under the Amended Agreement, the Senior Leverage Ratio requirement: at March 31, 2024 was amended from 2.00 to 6.00; at June 30, 2024 will remain at 2.00; and thereafter will remain at 1.75. The Company was in compliance with all financial covenants at March 31, 2024. Because of the significant decreases in the required Senior Leverage Ratio that will occur over the next 12 months, the Company's current forecast projects the Company may not be able to maintain compliance with this ratio. These conditions raise substantial doubt about the ability of the Company to continue as a going concern within the next 12 months. In view of this matter, continuation as a going concern is dependent upon the Company's ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on more favorable terms. The Company is actively working to refinance its debt with new lenders. While the Company is confident in its ability to refinance its existing debt, it does not have written or executed agreements as of the issuance of the Form 10-Q. The Company's ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. The Company has a good working relationship with its current banking partner. However, there can be no assurance that the Company will be successful in refinancing its debt, or on terms acceptable to the Company. "To the extent not converted into the Company's Class A common stock, the outstanding shares of our Series B preferred stock became redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon, 30 days' prior written notice to the Company, for a redemption price, payable in cash, equal to the sum of (a) ($10.00) multiplied by the number of shares of Series B preferred stock being redeemed, plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. We may be required to seek alternative financing arrangements or restructure the terms of the agreement with the Series B preferred shareholders on terms that are not favorable to us if cash and cash equivalents are not sufficient to fully redeem the Series B preferred shares. We are currently evaluating alternatives to refinance or restructure the Series B preferred shares including extending the maturity of the Series B preferred shares beyond the current optional conversion date," the Company said. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/hercjzkd About Boxlight Corp. Duluth, Ga.-based Boxlight Corp. is a technology company that develops, sells, and services interactive solutions predominantly for the global education market, but also for the corporate and government sectors. As of March 31, 2024, the Company has $142.4 million in total assets, $104.8 million in total liabilities, and $9.1 million in total stockholders' equity. Atlanta, Ga.-based FORVIS LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has certain conditions relating to its outstanding debt and Series B Preferred Stock that are outside the control of the Company. In addition, the Company has generated recent losses. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. CAREISMATIC BRANDS: Plan Confirmation Hearing Set for May 30 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey will hold a hearing on May 30, 2024, at 10:00 a.m. (prevailing Eastern Time), before the Hon. Vincent F. Papalia, Martin Luther King, Jr., Federal Building, 50 Walnut Street, Third Floor, Courtroom 3B, Newark, New Jersey 07102, to confirm the Second Amended Joint Plan of Reorganization dated April 18, 2024, filed by Careismatic Brands, LLC, and its debtor-affiliates. Objections to the confirmation of Debtors' plan, if any, is May 23, 2024, at 4:00 p.m. (prevailing Eastern Time). The Court approved the adequacy of the Debtors' disclosure statement explaining their amended Chapter 11 plan on April 18, 2024. As reported by the Troubled Company Reporter on April 30, 2024, Careismatic Brands, LLC, and affiliates submitted a Disclosure Statement relating to the Second Amended Joint Plan of Reorganization dated April 18, 2024. To facilitate the postpetition marketing and sale process (the "Sale Process"), the Debtors filed a motion to establish procedures to govern an efficient marketing and auction process to realize the full value of the Assets or the New Common Stock (either the New Common Stock or Assets, the "Sale Package") (the "Bidding Procedures Motion, " the order approving the Bidding Procedures Motion, the "Bidding Procedures Order," and the procedures contemplated thereby the "Bidding Procedures"). The Debtors, with the consent of the Required Consenting First Lien Lenders and after consultation with the Consultation Parties, subsequently extended the sale timeline set forth in the Bidding Procedures by filing the Notice of Modified Sale Process Key Dates and Deadlines ("Sale Process Notice"), including extension of the deadline by which interested parties must submit binding bids until April 17, 2024, at 5:00 p.m. (the "Bid Deadline"). The Debtors did not receive any bids for the Sale Package in advance of the Bid Deadline. Accordingly, on April 17, 2024, the Debtors filed a Notice of Cancellation of Action (the "Auction Cancellation Notice"), notifying all parties in interest that the Debtors, in accordance with the Bidding Procedures Order, had cancelled the Auction scheduled to occur on April 26, 2024 (if needed). The Plan includes a toggle structure whereby, if and when no bids were received, the Debtors can "toggle" to the Recapitalization Transaction, pursuant to which the Debtors will eliminate all prepetition funded debt via the equitization of all First Priority Claims in exchange for the New Common Stock. The Auction Cancellation Notice notified all parties in interest that the Debtors are pursuing the Recapitalization Transaction. Class 5 consists of General Unsecured Claims. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to less favorable treatment, on the Effective Date, each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Claim, its pro rata share of the GUC Trust Net Assets. The allowed unsecured claims total $139,762,018.11. This Class will receive a distribution of 2.5% of their allowed claims. The Debtors shall fund or make distributions under the Plan, including the conveyance and funding of the GUC Trust Assets, as applicable, with: (i) the proceeds from the Exit Financing Arrangements; (ii) the New Common Stock; (iii) the Debtors' Cash on hand; (iv) the Second Lien Warrants; and (v) the proceeds of any Retained Causes of Action (if any). The GUC Trust shall fund its distributions, as contemplated by the Plan, from the GUC Trust Net Assets. A full-text copy of the Disclosure Statement dated April 18, 2024 is available at https://urlcurt.com/u?l=3mCJBg from PacerMonitor.com at no charge. Co-Counsel to the Debtors: Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: jsussberg@kirkland.com - and - Chad J. Husnick, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: chusnick@kirkland.com Co-Counsel to the Debtors: Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. COLE SCHOTZ P.C. Court Plaza North, 25 Main Street Hackensack, NJ 07601 Tel: (201) 489-3000 Fax: (201) 489-1536 E-mail: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com About Careismatic Brands The Santa Monica, Calif.-based Careismatic Brands, LLC is a , marketer, and distributor of medical apparel, footwear, and accessories. Founded in 1995 in Chatsworth, Calif., Careismatic has grown from operating a single flagship brand, Cherokee Medical Uniforms, to a portfolio of seventeen brands. The company offers value to its stakeholders through its spectrum of medical apparel and workwear and omnichannel distribution capabilities across the globe. It has an extensive portfolio of iconic and emerging brands across the health and wellness platform, including Cherokee Uniforms, Dickies Medical, Heartsoul Scrubs, Infinity, Scrubstar, Healing Hands, Med Couture, Medelita, Classroom Uniforms, AllHeart, Silverts Adaptive Apparel, and BALA Footwear. Careismatic Brands filed a Chapter 11 petition (Bankr. D.N.J. Lead Case No. 24-10561) on Jan. 22, 2024, with $1 billion to $10 billion in both assets and liabilities. Kent Percy, chief restructuring officer, signed the petition. Judge Vincent F. Papalia oversees the case. Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP represent the Debtor as general bankruptcy counsel; Cole Schotz, P.C. as local bankruptcy counsel; AP Services, LLC as financial advisor; PJT Partners, LP as investment banker; and C Street Advisory Group as strategic communications advisor. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP. CENTERSTONE REALTY: Hires Dentons Bingham Greenebaum as Attorney ---------------------------------------------------------------- Centerstone Realty Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Indianan to employ Dentons Bingham Greenebaum LLP as attorney. The firm's services include: a. make preparation of motions, pleadings, and applications, and conducting examinations incidental to administration; b. give advice regarding its rights, duties, and obligation as debtor and debtor-in-possession; c. perform legal services incidental and necessary to the day-to-day operations of the business, including, but not limited to, institution and prosecution of necessary legal proceedings debt restructuring and general business and corporate legal advice and assistance, all of which are necessary to the proper preservation and administration of the estate; d. negotiate, prepare, confirm, and consummate a plan of reorganization or other means of resolving the issues in this case; and e. take any all other necessary action to incident to the proper preservation and administration of the estate in the conduct of the Debtor's business. The firm will be paid at these rates: Thomas C. Sherer $400 per hour Whitney L. Mosby $400 per hour The firm received from the Debtor a retainer of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas C. Sherer, Esq., a partner at Dentons Bingham Greenebaum LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas C. Sherer, Esq. Dentons Bingham Greenebaum LLP 10 West Market Street, Suite 2700 Indianapolis, IN 46204 Tel: (317) 635-8900 Email: Thomas.scherer@dentons.com About Centerstone Realty Group, Inc Centerstone Realty Group, Inc. is a real estate service company and a R/E Max franchisee with over 30 affiliated licensed brokers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-01846) on April 12, 2024. In the petition signed by Lance Rhoades, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Thomas C. Scherer, Esq., at Dentons Bingham Greenebaum, represents the Debtor as legal counsel. CHAMPION SCHOOLS: S&P Rates 2024 Education Revenue Bonds 'BB' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB' long-term rating to the Sierra Vista Industrial Development Authority, Ariz.'s series 2024 education revenue bonds (Champion Schools project) and the Industrial Development Authority of the County of Pima, Ariz.'s series 2017 education facility revenue bonds (Champion Schools project), issued for Champion Schools (Champion), Ariz. The outlook is stable. "The rating reflects our view of Champion's healthy demand with steady student retention and solid academic performance, along with improved liquidity in fiscal 2023, which we expect the organization will sustain," said S&P Global Ratings credit analyst Peter Murphy. S&P said, "The stable outlook reflects our view that over the next year, Champion will meet its financial and enrollment growth projections, resulting in positive operations, good maximum annual debt service (MADS) coverage, and growing days' cash on hand. We expect the school will maintain its healthy demand profile and excellent academics. "We could lower the rating during the outlook period if enrollment projections are missed such that financial performance or MADS coverage weakens, or if cash on hand decreases materially. "We would consider a positive rating action if the school can successfully increase enrollment, and strengthen and sustain financial margins and liquidity at levels commensurate with a higher rating. A positive rating action would also be contingent on Champion meeting all the requirements of the consent agreement with the charter authorizer." CIBUS INC: Incurs $27 Million Net Loss in First Quarter ------------------------------------------------------- Cibus, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $26.97 million on $545,000 of total revenue for the three months ended March 31, 2024, compared to a net loss of $5.39 million on $42,000 of total revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $533.03 million in total assets, $213.21 million in total liabilities, $41.61 million in redeemable noncontrolling interest, and $278.22 million in total stockholders' equity. Cibus stated that, "Management will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that these financial statements are issued. The Company instituted cost reduction initiatives designed to preserve capital resources for the advancement of its priority objectives. Such initiatives include reductions in capital expenditures, streamlining of independent contractor utilization and cost management, reduced and prioritized spending on business travel, careful management of contract approvals to ensure they align with priority objectives, and prioritization of near-term payment obligations. However, it is doubtful these cost reduction initiatives alone will be sufficient to forestall a cash deficit. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company's shares of common stock. These factors raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the date of issuance of these financial statements. Any of these events could significantly impact the Company's business, financial condition, and prospects." Management Commentary "We are off to a great start in 2024 with the commercialization of our platform, technology and products," stated Rory Riggs, co-founder, Chairman, and CEO of Cibus. "In the first quarter, we signed three agreements for Rice across North and Latin America. Latin America is an important market for Rice production and we now have agreements for commercial development with two of the largest Rice seed companies in the region, including Interoc S.A. In North America, we signed a broad agreement with Loveland Products Inc., a subsidiary of Nutrien Ltd., pursuant to which we will work toward commercializing herbicide tolerance in Rice. We are also excited about our Wheat platform development, which we believe is the world's first successful regeneration of a wheat plant from single cells – marking a major breakthrough for Cibus and for the seed industry." Mr. Riggs continued, "On the regulatory front, in February the EU Parliament voted to support proposed regulation of gene edited products similarly to conventional breeding, which was a watershed moment for the industry given the EU's stringent regulations around GMO traits. The important shift in sentiment builds upon global momentum in many major countries including the United States, Brazil, Argentina and the United Kingdom, establishing a supportive regulatory position in many of the major global agricultural communities." Mr. Riggs concluded, "The combination of our product development and advancement toward scalable commercialization advances our vision to become the leader in agricultural gene editing, working alongside seed companies to help farmers address their sustainability, productivity and environmental challenges at a fraction of the time and cost of conventional breeding or GMO methods. These developments combined with the favorable advancements in the global regulatory landscape have Cibus well positioned to make a measurable impact on the industry." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1705843/000162828024022280/cbus-20240331.htm About Cibus Headquartered in San Diego, CA, Cibus -- www.cibus.com -- is an agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits (or specific genetic characteristics) in seeds. Its primary business is the development of plant traits that help address specific productivity or yield challenges in farming such as traits addressing plant agronomy, disease, insects, weeds, nutrient-use, or the climate. These traits are referred to as productivity traits and drive greater farming profitability and efficiency. They do this in several ways, including, but not limited to, making plants resistant to diseases or pests or enabling plants to process nutrients more efficiently. Certain of these traits lead to the reduction in the use of chemicals like fungicides, insecticides, or the reduction of fertilizer use, while others make crops more adaptable to their environment or to climate change. The ability to develop productivity traits in seeds that can increase farming productivity and reduce the use of chemicals in farming is the promise of gene editing technologies. In addition, Cibus is developing, through partner-funded projects, certain alternative plant-based oils or bio-based fermentation products to meet the functional needs of the new sustainable ingredients industry to replace current ingredients that are identified to raise environmental challenges, such as ingredients derived from fossil fuels, materials that cause deforestation, or materials that raise other sustainability challenges. San Diego, California-based BDO USA, P.C., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has incurred recurring losses from operations and negative cash flows from operations. CLEARSIGN TECHNOLOGIES: Falls Short of Nasdaq Bid Price Requirement ------------------------------------------------------------------- ClearSign Technologies Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 2, 2024, it received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days beginning on March 20, 2024 and ending on May 1, 2024, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until Oct. 29, 2024, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company's common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180 day period. In the event that the Company does not regain compliance within this 180 day period, the Company may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, Nasdaq will provide notice to the Company that its common stock will be subject to delisting. The Notice does not result in the immediate delisting of the Company's common stock from Nasdaq. The Company intends to monitor the closing bid price of the Company's common stock and consider its available options in the event that the closing bid price of the Company's common stock remains below $1 per share. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or maintain compliance with the other listing requirements. About ClearSign Technologies Headquartered in Tulsa, Oklahoma, ClearSign Technologies Corporation -- http://www.clearsign.com/-- designs and develops products and technologies for the purpose of improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety and overall cost-effectiveness. The Company's patented technologies, embedded in established OEM products as ClearSign Core and ClearSign Eye and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. Santa Monica, California-based BPM CPA LLP, the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CLINE'S CORNER: Hires Cruse Chaney Faughn PC as Counsel ------------------------------------------------------- Cline's Corner, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Cruse Chaney Faughn, PC as counsel. The firm will provide these services: a. investigate whether or not any creditors have perfected security interests which are enforceable against the estate of the Debtor-in-Possession, and based upon said investigation, take all necessary steps to invalidate such security interests which have not been properly perfected; b. take all necessary action to protect and preserve the estate of the Debtor-in-Possession including the prosecution of actions commenced against them, negotiations concerning all litigation in which they are involved, and objecting to claims filed in the proceedings; c. prepare on behalf of the Debtor, as debtor-in-possession, all necessary applications, answers, orders, reports and papers in connection with the administration of the estate herein; and d. perform all other necessary legal service in connection with the bankruptcy proceeding. The firm will be paid at these rates: Fredrich J. Cruse $300 per hour Bobbi J. Daughtery $80 per hour The Debtor paid the firm a retainer of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Fredrich J. Cruse, Esq., a partner at Cruse Chaney Faughn, PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Fredrich J. Cruse, Esq. Cruse Chaney Faughn, PC 718 Broadway Hannibal, MO 63401 Tel: (573) 221-1333 Fax: (573) 221-1448 Email: fcruse@cruselaw.com About Cline's Corner, LLC The Debtor owns and operates an automotive parts, accessories, and tire store. Cline's Corner LLC in Wayland, MO, filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Mo. Case No. 24-20062) on April 25, 2024, listing $3,145,303 in assets and $3,268,143 in liabilities. Virgil Cline as member/manager, signed the petition. CRUSE CHANEY-FAUGHN serve as the Debtor's legal counsel. CLOUD VENTURES 1: Hires Hagen Sharp & Company PLLC as Accountant ---------------------------------------------------------------- Cloud Ventures 1, LLC, d/b/a Pipeline Trenchers Group, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Hagen, Sharp & Company, PLLC as accountant. The firm will provide these services: a. preparation of income tax returns; b. preparation of F.I.C.A. and withholding tax returns; c. provision of adequate control over the revenue from the operation of the property; and d. preparation of operating reports. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in court filings, Hagen Sharp & Company is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard Wylie, CPA HAGEN SHARP & COMPANY, PLLC 6002 Waterview Dr. Arlington, TX 76016 About Cloud Ventures 1, LLC d/b/a Pipeline Trenchers Group Cloud Ventures 1, LLC, doing business as Pipeline Trenchers Group, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-40912) on March 18, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Edward L. Morris presides over the case. Craig Douglas Davis, Esq., at Davis, Ermis & Roberts, P.C. represents the Debtor as legal counsel. COHEN REALTY: Public Sale Auction Slated for July 1 --------------------------------------------------- Fortress Credit Corp. ("secured party") will sell at public auction all limited liability company interests held by Cohen Realty Enterprises Holdings LLC ("pledgor", "Equity Interests"). The equity interests secured indebtedness owing by pledgor to secured party in a principal amount or not less than $548,881,546.37 plus unpaid interest and fees, attorneys' fees and other charges including the cost to sell the equity interests ("debt"). Secured party's understanding, without making any representation or warranty as to accuracy of completeness, is that the principal asset of the pledged entity is (a) the real property located on each of the addresses set forth in schedule 1 and the business thereon and (b) the Landmark Theatres and Curzon Cinemas Business. The public auction sale will held on July 1, 2024, at 12:00 p.m. Eastern Time by virtual bidding via Zoom and at secured party's sole option, in-person in the offices of Kirkland & Ellis LLC office located at 601 Lexington Avenue, New York, New York 10022. The URL address and password for the online video conference will be provided to all confirmed participants that have property registered for the public sale. The public sale will be conducted by auctioneer Matthew D. Mannion of Mannion Auctions LLC. Parties interested in bidding on the equity interest must contact secured party's advisor Brock Cannon of Newmark Loan Sale Advisory Group, via email at Brock.Cannon@nmrk.com. CUMULUS MEDIA: Moody's Affirms Caa1 CFR Following Closing of DDE ---------------------------------------------------------------- Moody's Ratings affirmed Cumulus Media New Holdings Inc.'s Caa1 Corporate Family Rating following the closing of the debt exchange offer (distressed debt exchange - DDE). Concurrently, Moody's affirmed the Caa1-PD Probability of Default Rating and appended a limited default (LD) designation, changing it to Caa1-PD/LD from Caa1-PD. Also, Moody's downgraded the ratings on the existing senior unsecured (senior secured first lien prior to debt exchange) debt comprised of $20.5 million notes due July 2026 and a $1.2 million term loan due March 2026 to Caa3 from Caa1. Moody's assigned a Caa1 rating to the new $308.8 million 8.0% backed senior secured first lien notes due July 2029 and new $311.8 million senior secured first lien term loan B due May 2029, both of which are new debt instruments issued in connection with the debt exchange. The outlook remains negative. On May 2, 2024, Cumulus announced it closed on an exchange offer with creditors representing approximately $675 million of outstanding debt commitments. Under the transaction support agreement (TSA), Cumulus exchanged $325.7 million in principal amount of the 2026 notes into $308.8 million senior secured first lien notes due July 2029 and $328.3 million of the 2026 term loan into $311.8 million senior secured first lien term loan due May 2029, both at a 6% discount to par. According to the announcement, Cumulus achieved 94% participation for the notes and 99.6% for the term loan. In connection with the exchange offer, Cumulus solicited consents from notes and term loan holders to eliminate substantially all covenants and release all the collateral securing the debt. As a result, debt holders who did not participate in the exchange offer were subordinated to the new debt. In addition, the company upsized the ABL credit facility to $125 million and extended the maturity to March 2029. The "/LD" designation reflects Moody's view that the debt exchange was a distressed exchange, which is a default under Moody's definition, given the weak trading prices, a 6% discount to par, the subordination of the debt holders who do not participate in the exchange and Moody's view that the capital structure was untenable. The "/LD" designation will be removed in about three business days. The affirmation of the Caa1 CFR and negative outlook reflects Cumulus' weak operating performance and elevated financial leverage. While the debt maturity extension to 2029 provides the company with runway to continue to improve its operating performance and invest in its digital business, Cumulus is faced with continued weak radio advertising demand resulting from high interest rate environment. Moody's expects adjusted debt to EBITDA (excluding Moody's standard lease adjustments) to improve to mid-7x in 2024 from mid-10x in 2023 benefitting from political ad dollars; however, leverage is projected to increase in 2025 in a non-election year. Governance considerations, as reflected in the company's Credit Impact score of CIS-5 and governance issuer profile score (IPS) of G-5, were a key driver of the rating action. "While the debt exchange extended the maturity to 2029 from 2026, it does not materially impact the quantum of debt and interest expense. Cumulus' operating performance remains pressured due to the weak radio advertising demand and continued negative secular pressures." said Alison Chisuhl Jung, a Moody's VP-Senior Analyst. "Moody's expect leverage to improve to mid-7x in 2024 driven by political ad dollars; however, it still remains elevated." RATINGS RATIONALE Cumulus' Caa1 CFR reflects high financial leverage resulting from weak radio advertising demand and uncertainties related to the timing of a recovery as negative secular pressures continue. Moody's expects leverage (excluding Moody's standard lease adjustments) to decline to mid-7x in 2024 from mid-10x in 2023. The weak radio advertising demand resulting from high interest rate environment impacted Cumulus' top line especially in national advertising channels resulting in deteriorated profits despite additional cost reductions in 2023. Cumulus' earnings in the national channel accounts for approximately 45% of total revenue. Lower profitability led to free cash flow as a percentage of debt to decline to about 1%. In 2024, Moody's projects revenue growth in the low single digits largely driven by political ad dollars and subscriber growth in the digital marketing services business. Moody's adjusted EBITDA margin (excluding Moody's standard lease adjustments) is projected to moderately expand to low 10% due to highly profitable political ad dollars which will be partially offset by investments in digital marketing services to drive growth. There is limited visibility into the operating performance in 2025 as political revenue tapers off and the radio industry continues to face secular pressures. Moody's expects the company to continue to focus on debt reduction through cost cutting measures and debt repurchases by utilizing excess free cash flow. The SGL-3 rating reflects Moody's expectation that Cumulus will maintain adequate liquidity over the next 12 months supported by $10-$15 million in annual free cash flow generation, access to a $125 million ABL revolving credit facility ($4.4 million of letters of credit outstanding) and $68 million of cash on the balance sheet as of Q1 2024. In May 2024, Cumulus upsized its ABL revolving facility to $125 million from $100 million and extended the maturity to March 2029 from June 2027. The debt exchange does not materially impact the interest expense profile. A combination of a $33 million decrease in outstanding debt and 125bps increase in interest rate resulted in a marginal increase in interest expense. Capital expenditures is expected to remain between $25-$30 million, similar level to that in 2023. The ABL credit facility does not contain a financial maintenance covenant; however, it is subject to a fixed charge coverage ratio of at least 1x if average excess availability is less than the greater of $10 million or 12.5% of the total commitments. The term loan and secured notes are covenant lite. The Caa1 ratings on the new senior secured term loan due May 2029 and the new senior secured notes due July 2029 are in line with the Caa1 CFR given that secured debt represents the preponderance of the capital structure except for the $125 million ABL revolver, which is not rated by Moody's. The ABL facility's maturity was extended to March 2029. The Caa3 rating on the old term loan due March 2026 and notes due July 2026 are two notches below the CFR due to the subordination and significant amount of secured debt ahead of it in the debt structure. Cumulus' ESG Credit Impact Score of CIS-5 indicates that ESG considerations have a pronounced impact on the current rating, which is lower than it would have been if ESG risks did not exist. The company has significant exposure to social exposure related to secular societal trends in radio broadcasting. Governance risks are related to the company's track record of operating with high leverage levels which has led to a distressed exchange. This is partly mitigated by a track record of utilizing free cash flow and cash holdings for debt repayment. The negative outlook reflects Moody's expectation that Cumulus' leverage will remain elevated as operating performance remains challenged by the weak ad environment and ongoing secular headwinds facing the radio industry. Leverage will decline to mid to high-7x over the next 12 months supported by political ad dollars and modest improvement in advertising environment. The outlook could be stabilized if Cumulus demonstrates a path towards deleveraging through EBITDA expansion driven by improvements in traditional radio and increasing digital revenue. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Cumulus achieves positive organic revenue and EBITDA growth on a sustained basis driven by expansion in its digital businesses, improves liquidity and maintains debt to EBITDA below 5.0x. The rating could be downgraded if Cumulus' operating performance is pressured such that the liquidity position deteriorates further or Moody's assessment of the probability of default were to increase. Cumulus Media New Holdings Inc., headquartered in Atlanta, GA, is the third largest radio broadcaster in the U.S. with 401 stations in 85 markets, a nationwide network serving more than 9,800 broadcast affiliates, and numerous digital channels. In addition, Cumulus has several digital businesses (including podcasting, streaming, and marketing services), and live events. Cumulus emerged from Chapter 11 bankruptcy protection in June 2018. The company reported $839 million in net revenue for the last twelve months ending March 2024. The principal methodology used in these ratings was Media published in June 2021. CUMULUS MEDIA: S&P Hikes ICR to 'B-' Following Maturity Extension ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Cumulus Media Inc. to 'B-' from 'SD' (selective default). S&P said, "We also raised our issue-level rating on the company's previously existing senior secured notes due 2026 and senior secured term loan due 2026 to 'CCC' from 'D' and revised our recovery ratings on these debt facilities to '6' from '2'. "We also assigned our 'B-' issue-level rating and '3' recovery rating to the company's new senior secured notes due 2029 and new senior secured term loan due 2029. "The stable outlook reflects our expectation that Cumulus will maintain adequate liquidity and use its positive free operating cash flow (FOCF) to continue reducing its outstanding debt. This is despite our forecast that the company's S&P Global Ratings-adjusted gross leverage will remain elevated at 7.9x in 2024 because the rise in its digital advertising will be largely offset by secular declines in broadcast radio advertising. "The 'B-' rating reflects Cumulus' increased financial flexibility following its debt restructuring. The transaction extends the company's debt maturity profile by about three years to 2029, reducing near-term refinancing risk. Still, its leverage remains elevated, and we believe it will need to continue using its cash balance and expected FOCF generation to reduce its amount of debt outstanding over the next few years. "We estimate the company's S&P Global Ratings-adjusted gross leverage will decline to about 7.9x in 2024, from 9.5x in 2023 (due to increased political revenue and the reduction in debt from the recent transaction), before increasing to 8.3x in 2025 on the loss of political revenue in a nonelection year. While we do not include any voluntary debt repayment in our forecast, the company has shown a past willingness to do. "The pace and magnitude of the recovery in radio advertising remains uncertain. S&P Global economists project a weaker U.S. economy in the second half of 2024 than in the first half, which could cause advertising trends to remain weak throughout the year. Radio advertising continues to have some of the shortest lead times in media, giving us very little insight into its future performance. Radio advertising also faces secular challenges due to the shift toward other forms of advertising (primarily online advertising). "We expect Cumulus' broadcast radio revenue (excluding political --about 70% of total revenue) will decline about 5% in 2024 before declining by the low-single-digit percent area annually. Cumulus' greater exposure to national advertising (50% of total broadcast revenue) has pressured its operating performance over the last two years because we believe, amid challenging economic conditions, brand advertising is more expendable than direct response advertising. "We expect Cumulus will maintain sufficient liquidity to fund its operations over the next year. Despite increased political revenue in an election year (heavily weighted toward the second half of 2024), we expect Cumulus' FOCF will decline to break-even in 2024 and 2025 (down from about $7 million in 2023 before asset sales) on continued weakness in its core broadcast radio advertising business and higher interest expense following its debt restructuring. "However, as of March 31, 2024, Cumulus had a cash balance of approximately $68 million and about $120 million available under its asset-based lending (ABL) revolver due 2029 pro forma the recent upsize of the facility (not rated). This provides incremental liquidity support to cover any potential cash outflows in the coming years. While not included in our base-case forecast, we believe the company could use its cash balance to voluntarily repay debt given its past willingness to do so. "The stable outlook reflects our expectation that Cumulus will maintain adequate liquidity and use its positive FOCF to continue reducing its outstanding debt. This is despite our forecast that the company's S&P Global Ratings-adjusted gross leverage will remain elevated at 7.9x in 2024 because the rise in its digital advertising will be largely offset by secular declines in broadcast radio advertising." S&P could lower its rating on Cumulus if it views its capital structure as unsustainable. This could occur if: -- The company's broadcast radio revenue declines more than S&P's expectations, causing its FOCF to deteriorate to break-even levels; or -- S&P expects its S&P Global Ratings-adjusted gross leverage will exceed 6x ahead of the 2029 maturities. While unlikely over the next year, S&P could raise its rating on Cumulus if: -- The company reduces its S&P Global Ratings-adjusted gross leverage below 5x and S&P expects it to remain there; -- It consistently generates FOCF to debt of more than 5%; and -- S&P believes its revenue and EBITDA will remain stable as it offsets the expected declines in its broadcast radio advertising revenue with the expansion of its digital advertising business. DARE BIOSCIENCE: Secures $22M in Strategic Royalty Financing ------------------------------------------------------------ Dare Bioscience, Inc., announced it has closed a royalty monetization transaction with XOMA (US) LLC. Dare received $22 million in gross proceeds at close and, following a pre-specified total return to XOMA, XOMA will make upside-sharing milestone payments to Dare equal to 50% of all remaining cash flows sold to XOMA under the transaction. "This monetization of future net royalty and net milestone payments based on net sales of XACIATO (clindamycin phosphate) vaginal gel 2% under our license agreement with Organon, along with a low single digit minority interest in net payments related to future revenue from our Phase 3 candidates, Ovaprene and Sildenafil Cream, accelerates potential cash flows from the future commercial success of XACIATO and such product candidates, providing us with non-dilutive capital at an opportune time to drive shareholder value through the continued advancement of Ovaprene and Sildenafil Cream, both of which are first-in-category and represent large market opportunities," said Sabrina Martucci Johnson, president and chief executive officer of Dare Bioscience. "Importantly, this transaction ensures that Dare and our shareholders have the opportunity to participate meaningfully in XACIATO economics as commercialization progresses. The structure of these agreements also underscores the significant potential of Ovaprene and Sildenafil Cream, with Dare retaining the significant majority of future economics and the ability to achieve attractive margins through retained net sales and all commercial milestones. This transaction exemplifies our commitment to being creative, collaborative and opportunistic in seeking capital at an attractive cost to advance our potential first-in-category Phase 3 candidates to deliver value for all Dare stakeholders." The transaction involves the sale of (a) the remaining royalties and potential milestones based on net sales of XACIATO payable to Dare under its global license agreement with Organon after deducting (i) all amounts due on such royalties and milestone payments to third-party licensors, and (ii) all payments owed by Dare under its existing royalty interest financing agreement with United in Endeavour, LLC, (b) 25% of the potential $20 million payment due to Dare under its license agreement with Bayer relating to Ovaprene, in the event Bayer, in its sole discretion, elects to make the payment1, and (c) a 4% synthetic royalty on net sales of Ovaprene and a 2% synthetic royalty on net sales of Sildenafil Cream, subject to an automatic decrease to 2.5% and 1.25%, respectively, as described below. Once XOMA achieves a pre-specified total return on its investment, XOMA will pay to Dare 50% of each successive $22 million that XOMA receives under the transaction agreements, and, once XOMA achieves another pre-specified total return on its investment, the synthetic royalty rates on net sales of Ovaprene and Sildenafil Cream will automatically decrease to 2.5% and 1.25%, respectively, which, after taking into account the $11 million payments to Dare after XOMA achieves the initial pre-specified total return, results in a lower effective royalty rate. TD Cowen, a division of TD Securities, acted as exclusive financial advisor to Dare Bioscience on the transaction. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as Dare's legal advisor while XOMA was advised by Gibson, Dunn & Crutcher LLP. About Dare Bioscience Headquartered in San Diego, CA, Dare Bioscience -- http://www.darebioscience.com/-- is a biopharmaceutical company committed to advancing innovative products for women's health. The Company's mission is to identify, develop and bring to market a diverse portfolio of differentiated therapies that prioritize women's health and well-being, expand treatment options, and improve outcomes, primarily in the areas of contraception, vaginal health, reproductive health, menopause, sexual health and fertility. Irvine, California-based Haskell & White LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has recurring losses from operations, negative cash flow from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DB WEBSTER: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: DB Webster Ltd. 310 Duncaster Dr. Houston TX 77079 Business Description: DB Webster Ltd. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: May 13, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-32243 Judge: Hon. Jeffrey P. Norman Debtor's Counsel: Richard Lee Fuqua II, Esq. FUQUA & ASSOCIATES, P.C. 8558 Katy Freeway Suite 119 Houston TX 77024 Tel: (713) 960-0277 E-mail: RLFuqua@FuquaLegal.com Total Assets: $0 Total Liabilities: $2,290,010 The petition was signed by D. Bruce Fincher as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GYJ7XTY/DB_Webster_Ltd__txsbke-24-32243__0001.0.pdf?mcid=tGE4TAMA DEWILL RESTAURANT: Hires Kopelman & Kopelman LLP as Counsel ----------------------------------------------------------- Dewill Restaurant Management Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Kopelman & Kopelman LLP to handle The firm will assist in all matters required in Chapter 11 case. The firm will be paid at these rates: Michael S. Kopelman, Esq. $500 per hour Carol Weinflash, Esq. $350 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael S. Kopelman, Esq. a partner at Kopelman & Kopelman LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael S. Kopelman, Esq. Kopelman & Kopelman LLP 90 Main Street, Suite 205 Hackensack, NJ 07601 Tel: (210) 489-5500 About Dewill Restaurant Management Inc. Dewill Restaurant Management Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 24-41503) on April 8, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by KOPELMAN & KOPELMAN LLP. EB 1EMIALA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Seventeen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- EB 1EMIALA, LLC 24-10498 212 W Troy Street Suite B Dothan, AL 36303 Ebury Street Capital, LLC 24-10499 1357 Avenue Ashford Suite 2 San Juan, PR 00907 EB 2EMIALA, LLC 24-10500 212 W Troy Street Suite B Dothan, AL 36303 Ebury Fund 1, LP 24-10501 3500 South Dupont Hwy Dover, DE 19901 Ebury Fund 2, LP 24-10502 3500 Dupont Hwy Dover, DE 19901 Red Clover 1, LLC 24-10503 251 Little Falls Wilmington, DE 19808 Ebury RE, LLC 24-10505 Five Greentree Centre Suite 104 Marlton, NJ 08053 Ebury 1EMI, LLC 24-10506 90 State Street Suite 700 Office 40 Albany, NY 12207 Ebury 2EMI, LLC 24-10507 90 State Street Suite 700 Office 40 Albany, NY 12207 EB 2EMIMD, LLC 24-10508 5000 Thayer Suite C Oakland, MD 2155 EB 1EMINJ, LLC 24-10509 Five GreenTree Centre Suite 104 Marlton, NJ 08053 EB 1EMINY, LLC 24-10510 90 State Street Albany, NY 12207 EB 2EMINY, LLC 24-10511 90 State Street Suite 700 Office 40 Albany, NY 12207 Ebury Fund 1 NJ, LLC 24-10512 Five GreenTree Centre Suite 104 Marlton, NJ 08053 RE 1EMI, LLC 24-10513 90 State Street, Suite 700, Office 40 Albany, NY 12207 RE 2EMI, LLC 24-10514 90 State Street, Suite 700, Office 40 Albany, NY 12207 Greater Flamingo, LLC 24-10515 1357 Ashford Avenue, Suite 2-137 San Juan, PR 00907 Business Description: The Debtors are primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: May 13, 2024 Court: United States Bankruptcy Court Middle District of Alabama Debtors' Counsel: Richard Scott Williams, Esq. RUMBERGER KIRK & CALDWELL, PA 2001 Park Place North | Suite 1300 Birmingham, AL 35203 Tel: (205) 572-4926 Fax: (205) 326-6786 E-mail: swilliams@rumberger.com EB 1EMIALA's Estimated Assets: $0 to $50,000 EB 1EMIALA's Estimated Liabilities: $10 million to $50 million The petitions were signed by John A. Hanratty as managing member. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DS7SLQI/EB_1EMIALA_LLC__almbke-24-10498__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/RL7S23I/Ebury_Street_Capital_LLC__almbke-24-10499__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/D3KWLTQ/EB_2EMIALA_LLC__almbke-24-10500__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/PSB4QEY/Ebury_Fund_1_LP__almbke-24-10501__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/63FNVTI/Ebury_Fund_2_LP__almbke-24-10502__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/WDMK72Y/Red_Clover_1_LLC__almbke-24-10503__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/KMN263A/Ebury_RE_LLC__almbke-24-10505__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/BM3CRJY/Ebury_1EMI_LLC__almbke-24-10506__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/BTRJESA/Ebury_2EMI_LLC__almbke-24-10507__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/R4YEVHA/EB_2EMIMD_LLC__almbke-24-10508__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/BADMSVA/EB_1EMINJ_LLC__almbke-24-10509__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/BK7IV4I/EB_1EMINY_LLC__almbke-24-10510__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/BT43A3I/EB_2EMINY_LLC__almbke-24-10511__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/EJB7QEQ/Ebury_Fund_1_NJ_LLC__almbke-24-10512__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/UJUCNPA/RE_1EMI_LLC__almbke-24-10513__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/7GW3JUI/RE_2EMI_LLC__almbke-24-10514__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/3735EQY/Greater_Flamingo_LLC__almbke-24-10515__0001.0.pdf?mcid=tGE4TAMA List of EB 1EMIALA, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Bronster, LLP Trade Debt $29,767 156 West 56th Street Suite 902 New York, NY 10019 2. City of Rochester NY Trade Debt $366,536 30 Church Street Rochester, NY 14614 3. Emigrant Business Credit Corp Trade Debt $18,251,647 6 East 43rd Street 4th Floor New York, NY 10017 4. Engineering & Land Trade Debt $47,018 Planning Associates 140 West Main Street High Bridge, NJ 08829 5. Epic Advance Trade Debt $53,000 311 Blvd of the Americas Lakewood, NJ 08701 6. EYZC Investment Holdings, LLC Trade Debt $3,200,000 @J. Robert Arnett, II 8150 N Central Expressway Ste 500 Dallas, TX 75206 7. Gusrae Kaplan Trade Debt $58,000 120 Wall Street New York, NY 10005 8. Hamilton County OH Trade Debt $12,074 138 East Court Street Room 402 Cincinnati, OH 45202 9. INA Group LLC Trade Debt $83,943 6333 Apples Way Suite 115 Lincoln, NE 68516 10. JCAP/BSI Financial Trade Debt $109,359 P O Box 679002 Dallas, TX 75267 11. McConnell Valdes, LLC Trade Debt $58,890 270 Munoz Rivera Avenue San Juan, PR 00918 12. Point Pleasant Beach Borough Trade Debt $57,654 416 New Jersey Avenue Point Pleasant Beach, NJ 08742 13. Precision Capital Trade Debt $370,657 4710 Village Plaza Loop Ste 100 Eugene, OR 97401 14. Sanchez Betances Trade Debt $23,304 P O Box 364428 San Juan, PR 00936 15. SBA Loan Trade Debt $96,284 1545 Hawkins Blvd Ste 202 El Paso, TX 79925 16. Silverhill Funding LLC Trade Debt $111,288 4425 Ponce de Leon Blvd Suite 300 Miami, FL 33146 17. Spectrum Trade Debt $5,988 220 East Morris Ave Ste 400 Salt Lake City, UT 84115 18. Summit County OH Trade Debt $26,956 175 South Main Street Akron, OH 44308 19. TD Bank Trade Debt $6,600 200 Carolina Point Pkwy Bldg B Greenville, SC 29607 20. Velocity Commercial Trade Debt $226,667 Capital LLC PO Box 24738 West Palm Beach, FL 33416 EIG MANAGEMENT: Moody's Rates New $200MM Secured Term Loan 'Ba2' ---------------------------------------------------------------- Moody's Ratings has assigned a Ba2 rating to EIG Management Company LLC backed $200 million senior secured term loan B due May 2029 and backed senior secured revolving credit facility. The outlook on EIG remains negative. RATINGS RATIONALE The Ba2 rating reflects the long-term performance of EIG's investment funds, the expected growth of assets under management from its current fundraising activities, and the rising share of permanent capital under management from recent initiatives, including Aramco acquiring a strategic minority stake in MidOcean Energy, a liquified natural gas company formed and managed by EIG, support the rating at this level. The negative outlook for EIG reflects the decline in revenue and EBITDA, as well as the deterioration in margins and the increase in leverage, over the last two years. EIG has had a few vintage funds wind down over the last couple of years, and in addition to the lost revenue, expenses did not decrease commensurately. Low commodity prices have also contributed to the weaker operating results. Although EIG has closed on material new fee earning capital during 2024 and has approximately $6 billion of dry powder for new investments, it will take time to realize the benefits of these initiatives in earnings, as fee economics are generally based on invested capital The rating also reflects EIG's long experience investing in energy, infrastructure, and power sectors; breadth and global diversity of both its investment program and client base within its areas of expertise. The company's rating is constrained by modest scale with revenues currently under $200 million; specialization in a single sector of investment expertise and industries related to carbon extraction; leverage on a pro forma basis of approximately 4.5x, as calculated by Moody's, and; past difficulties in capital raising for new investment funds. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The following factors could lead to a stable outlook: 1) increased scale, with revenues exceeding $250 million; 2) further balance sheet deleveraging, sustaining debt/EBITDA (as defined by Moody's) below 3.0x, and; 3) greater diversification of its sources of capital, including additional permanent capital vehicles. The following factors could lead to a downgrade of EIG's rating: 1) leverage elevated above 4.0x for a sustained period; 2) challenges in raising new investment funds; 3) decline in scale due to performance weakness or AUM instability, and; 4) weak response to ESG challenges, particularly carbon transition opportunities. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. EIG Management Company LLC, headquartered in Washington DC, is an alternative asset manager with $23 billion in AUM as of December 31, 2023. EIG MANAGEMENT: S&P Rates New $200MM Term Loan B Due 2029 'BB' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '4' recovery rating to EIG Management Co. LLC's new $200 million term loan B due 2029. The '4' recovery rating indicates its expectation of average (rounded estimate: 45%) recovery of principal in the event of a default. The company will use the proceeds from the new term loan, along with a $7 million prepayment at close, to repay its existing $207 million term loan B due 2025. EIG also plans to extend its $25 million credit facility to 2027 from 2024. S&P said, "Our 'BB' issuer credit rating and stable outlook on EIG Management Company are unaffected by this refinancing transaction, as it is leverage neutral. EIG ended 2023 with S&P Global Ratings-adjusted gross leverage of 3.0x and we expect it will maintain weighted leverage (20% for 2023, 40% for 2024 and 40% for 2024) of 2.5x-3.5x over the next 12 months while assets under management (AUM) and earnings remain stable. Our downside for the ratings remains at 3.5x." The new term loan includes a mandatory paydown with the first $45 million of net proceeds from the expected disposition of an existing investment. EIG is also continuing to include certain incentive carry vehicles as restricted subsidiaries, which it had designated in March 2024 on the previous facility, maintaining value to the collateral pool. The earnings contribution from these vehicles is modest in S&P's forecast for 2024 and 2025 but could become more meaningful in later years as the underlying investments mature. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's recovery analysis includes EIG's proposed $200 million term debt and assumes 85% usage of the $25 million secured revolving credit facility. -- S&P applies a 5.0x multiple for all asset managers because it believes this represents an average multiple for asset managers emerging from a default scenario. -- S&P's simulated default scenario includes poor investment performance or market depreciation, leading to a substantial outflow of AUM and a reduction in EBITDA, sufficient to trigger a payment default. Simulated default assumptions -- Simulated year of default: 2029 -- EBITDA at emergence: $22.4 million -- EBITDA multiple: 5.0x -- Gross recovery value: $111.9 million -- Net recovery value for waterfall after administrative expenses: $106.3 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated first-lien claim: $216.4 million -- Value available for first-lien claim: $106.3 million -- Recovery range: 45% rounded estimate Debt amounts include six months of accrued interest that S&P assumes will be owed at default. ELECTROCORE INC: Incurs $3.5 Million Net Loss in First Quarter -------------------------------------------------------------- electroCore, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.51 million on $5.44 million of net sales for the three months ended March 31, 2024, compared to a net loss of $5.87 million on $2.78 million of net sales for the three months ended March 31, 2023. According to the Company, this significant improvement in net loss was primarily due to the increase in net sales for the first quarter of 2024 compared to the same period of 2023. As of March 31, 2024, the Company had $13.89 million in total assets, $9.39 million in total liabilities, and $4.49 million in total stockholders' equity. electroCore said, "The Company's expected cash requirements for the next 12 months from the date of these financial statements are issued and beyond are largely based on the commercial success of its products. There are significant risks and uncertainties as to its ability to achieve these operating results. Due to the risks and uncertainties, there can be no assurance that the Company will have sufficient cash flow and liquidity to fund its planned activities, which could force it to significantly reduce or curtail its activities and potentially cease operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year of the date of these accompanying financial statements are issued." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1560258/000121390024040888/ecor-20240331.htm About electroCore, Inc. electroCore, Inc. -- www.electrocore.com -- is a commercial stage bioelectronic medicine and wellness company dedicated to improving health through its non-invasive vagus nerve stimulation ("nVNS") technology platform. The Company's focus is the commercialization of medical devices for the management and treatment of certain medical conditions and consumer product offerings utilizing nVNS to promote general wellbeing and human performance in the United States and select overseas markets. New York, NY-based Marcum LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 13, 2024, citing that the Company has experienced significant losses and cash used in operations and expects to continue to incur net losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ELECTROCORE INC: Reports $3.5-Mil. Net Loss in 2024 First Quarter ----------------------------------------------------------------- electroCore, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.5 million on $5.4 million of net sales for the three months ended March 31, 2024, compared to a net loss of $5.9 million on $2.8 million of net sales for the three months ended March 31, 2023. The Company said it has experienced significant net losses and cash used in operations, and it expects to continue to incur net losses and cash used in operations for the near future as it works to increase market acceptance of its medical devices and wellness products. The Company has never been profitable and has incurred net losses and cash used in operations in each year since its inception. The Company has historically funded its operations from the sale of its common stock. Sales to the United States Department of Veteran Affairs and Department of Defense ("VA/DoD") comprised 71.2% of the Company's revenue during the three months ended March 31, 2024. The majority of the Company's sales were made pursuant to its qualifying contract under the Federal Supply Schedule, which was secured by the Company in December 2018, as well as open market sales to individual facilities within the government channels and to individual facilities through its distribution relationship with Lovell Government Services. The initial term of the Company's FSS contract was scheduled to expire on January 15, 2024. On January 5, 2024, the Company obtained a modification to the initial contract, temporarily extending the term from January 15, 2024, to March 14, 2024, and subsequently extending the term to June 14, 2024, while the VA/DoD Federal Supply Schedule Service reviews its follow-on offer application for a replacement FSS contract. Although the Company continues to work with the appropriate government personnel to replace its existing FSS contract, there can be no assurance that the VA/DoD will accept the Company's application which may limit or eliminate the Company's ability to sell certain gammaCore products into the government channel pursuant to its qualifying FSS contract or individual facilities that utilize the Company's FSS contract number for open market purchases. The Company said its expected cash requirements for the next 12 months and beyond are largely based on the commercial success of its products. There are significant risks and uncertainties as to its ability to achieve these operating results. Due to the risks and uncertainties, there can be no assurance the Company will have sufficient cash flow and liquidity to fund its planned activities, which could force it to significantly reduce or curtail its activities and potentially cease operations. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/4wydab5e About electroCore, Inc. Rockaway, N.J.-based electroCore, Inc., and its subsidiaries is a commercial-stage bioelectronic medicine and wellness company dedicated to improving health through its non-invasive vagus nerve stimulation ("nVNS") technology platform. The Company's focus is the commercialization of medical devices for the management and treatment of certain medical conditions and consumer product offerings utilizing nVNS to promote general wellness and human performance in the United States and select overseas markets. As of March 31, 2024, the Company has $13.9 million in total assets, $9.4 million in total liabilities, and $4.5 million in total stockholders' equity. New York, N.Y.-based Marcum LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 13, 2024, citing that the Company has experienced significant losses and cash used in operations and expects to continue to incur net losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ENCHANTED LITTLE: Hires Bees Knees Bookkeeping as Bookkeeper ------------------------------------------------------------ Enchanted Little Forest Childcare Center, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Bees Knees Bookkeeping as bookkeeper. The firm will provide the Debtor with bookkeeping services, and preparation and filing of taxes. The firm will be paid at $50 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brandon Allen, a partner at Bees Knees Bookkeeping, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brandon Allen Bees Knees Bookkeeping 4511 Lakewood Rd Trlr 5 Stanwood, WA 98292 About Enchanted Little Forest Childcare Center, LLC Enchanted Little Forest Childcare Center, LLC, is a childcare center which focuses on n lower social and economic families and the underprivileged children, so their tuition was essentially paid by Washington State with small copays from the families. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12435-TWD) on Dec. 15, 2023. In the petition signed by Kay Doramus, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Timothy W. Dore oversees the case. Steven Palmer, Esq, at Palmer & Associates, PLLC, is the Debtor's legal counsel. ENDRA LIFE: Falls Short of Nasdaq Minimum Bid Price Requirement --------------------------------------------------------------- ENDRA Life Sciences Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that on May 3, 2024, it received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, because the closing bid price for the Company's common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer meets the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share. The notification has no immediate effect on the listing of the Company's common stock. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from May 3, 2024, or until Oct. 30, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before Oct. 30, 2024, the bid price of the Company's common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement. The notification letter also disclosed that in the event the Company does not regain compliance with the Minimum Bid Price Requirement by Oct. 30, 2024, the Company may be eligible for additional time. To qualify for additional time, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days to regain compliance. However, if it appears to the staff of Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff would notify the Company that its securities will be subject to delisting. In the event of such notification, the Company may appeal the Staff's determination to delist its securities, but there can be no assurance the Staff would grant the Company's request for continued listing. The Company intends to continue actively monitoring the bid price for its common stock between now and Oct. 30, 2024 and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. About ENDRA Life Headquartered in Ann Arbor, MI, ENDRA Life Sciences Inc. -- http://www.endrainc.com/-- is developing a next-generation enhanced ultrasound technology platform -- Thermo Acoustic Enhanced Ultrasound, or TAEUS in order to broaden patient access to the safe diagnosis and treatment of a number of significant medical conditions in circumstances where expensive X-ray computed tomography, magnetic resonance imaging technology, or other diagnostic technologies such as surgical biopsy, are unavailable or impractical. New York, NY-based RBSM LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, has an accumulated deficit and has stated that substantial doubt exists about Company's ability to continue as a going concern. ENVIVA INC: Davis Polk & McGuireWoods Represent Ad Hoc Group ------------------------------------------------------------ The law firms Davis Polk & Wardwell LLP and McGuireWoods LLP filed a first supplemental verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Enviva Inc. and affiliates, the firms represent the Ad Hoc Group. In or around November 2023, the Ad Hoc Group engaged Davis Polk to represent it in connection with the Members' holdings under the 2026 Senior Notes. In or around February 2024, the Ad Hoc Group engaged McGuireWoods to act as co-counsel in the Chapter 11 Cases. Counsel represents only the Ad Hoc Group. Counsel does not represent or purport to represent any entities other than the Ad Hoc Group in connection with the Chapter 11 Cases. In addition, the Ad Hoc Group does not claim or purport to represent any other entity and undertakes no duties or obligations to any such entity. The Members, collectively, beneficially own (or are the investment advisors or managers for funds that beneficially own) or manage approximately (i) $736,284,000 in aggregate principal amount of the 2026 Senior Notes; (ii) $548,923,557 in aggregate principal amount of the Prepetition Senior Secured Debt, (iii) $195,530,000 in aggregate principal amount of the Epes Green Bonds; (iv) $45,000,000 in aggregate principal amount of the Bond Green Bonds; (v) $418,613,594 in aggregate principal amount of DIP Indebtedness; (vi) approximately $34,865,000 of Other Unsecured Claims; and (vii) 5,073,753 shares of common stock of Enviva Inc, in each case. Counsel does not hold any claim against, or interests in, the Debtors or their estates, other than claims for fees and expenses incurred in representing the Ad Hoc Group. Davis Polk's address is 450 Lexington Avenue, New York, New York 10017. McGuireWoods's address is Gateway Plaza, 800 East Canal Street, Richmond, Virginia 23219. The Ad Hoc Group Members' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. ALLSPRING GLOBAL INVESTMENTS 1415 Vantage Park Drive 3rd Floor Charlotte, NC 28203 * $20,025,000 in aggregate principal amount of 2026 Senior Notes * $7,004,000 in aggregate principal amount of DIP Indebtedness 2. AMERICAN INDUSTRIAL PARTNERS 450 Lexington Avenue 40th Floor New York, NY 10017 * $40,244,962.22 in aggregate principal amount of Prepetition Senior Secured Debt * $94,300,000 in aggregate principal amount of 2026 Senior Notes * 3,249,767 shares of common stock of Enviva Inc. * $45,408,158 in aggregate principal amount of DIP Indebtedness 3. ARENA CAPITAL ADVISORS, LLC 12121 Wilshire Boulevard Suite 1010 Los Angeles, CA 90025 * $90,500,000 in aggregate principal amount of Prepetition Senior Secured Debt * $86,085,000 in aggregate principal amount of 2026 Senior Notes * $49,694,000 in aggregate principal amount of DIP Indebtedness 4. ARES MANAGEMENT LLC 2000 Avenue of the Stars 12th Floor Los Angeles, CA 90067 * $22,000,000 in aggregate principal amount of Prepetition Senior Secured Debt * $92,542,000 in aggregate principal amount of 2026 Senior Notes * $38,662,000 in aggregate principal amount of DIP Indebtedness 5. BARCLAYS BANK PLC 745 Seventh Avenue New York, NY 10019 * $69,156,811 in aggregate principal amount of Prepetition Senior Secured Debt * $407,000 in aggregate principal amount of 2026 Senior Notes * $5,787,000 in aggregate principal amount of DIP Indebtedness 6. CYRUS CAPITAL PARTNERS, L.P. 65 East 55th Street 35th Floor New York, NY 10022 * $119,460,783 in aggregate principal amount of Prepetition Senior Secured Debt * $125,830,000 in aggregate principal amount of 2026 Senior Notes * $28,390,000 in aggregate principal amount of Epes Green Bonds * $27,018,000 in aggregate principal amount of Bond Green Bonds * $87,824,000 in aggregate principal amount of DIP Indebtedness 7. DIAMETER CAPITAL PARTNERS LP 55 Hudson Yards Suite 29B New York, NY 10001 * $55,655,000 in aggregate principal amount of 2026 Senior Notes * $31,000,000 in aggregate principal amount of Epes Green Bonds * $28,052,000 in aggregate principal amount of DIP Indebtedness 8. EATON VANCE MANAGEMENT, BOSTON MANAGEMENT AND RESEARCH, CALVERT RESEARCH AND MANAGEMENT and MORGAN STANLEY INVESTMENT MANAGEMENT INC. Two International Place Boston, MA 02110 and 1585 Broadway New York, NY 10036 * $67,013,000 in aggregate principal amount of 2026 Senior Notes * $24,167,000 in aggregate principal amount of DIP Indebtedness 9. FEDERATED HERMES 1001 Liberty Avenue Pittsburgh, PA 15222-3779 * $33,775,000 in aggregate principal amount of 2026 Senior Notes 10. HUDSON BAY CAPITAL MANAGEMENT LP 28 Havemeyer Place 2nd Floor 28 Havemeyer Place 2nd Floor * $125,500,000 in aggregate principal amount of Epes Green Bonds * $15,000,000 in aggregate principal amount of DIP Indebtedness 11. KEYFRAME CAPITAL PARTNERS, L.P 65 East 55th Street 35th Floor New York, NY 10022 * $5,527,000 in aggregate principal amount of Prepetition Senior Secured Debt * $30,000,000 in aggregate principal amount of 2026 Senior Notes * $10,640,000 in aggregate principal amount of Epes Green Bonds * $17,982,000 in aggregate principal amount of Bond Green Bonds * 1,823,986 shares of common stock of Enviva Inc. * $25,746,396 in aggregate principal amount of DIP Indebtedness 12. MONARCH ALTERNATIVE CAPITAL LP 535 Madison Avenue 26th Floor New York, NY 10022 * $128,534,000 in aggregate principal amount of Prepetition Senior Secured Debt * $87,752,000 in aggregate principal amount of 2026 Senior Notes * $54,370,039 in aggregate principal amount of DIP Indebtedness * approximately $34,865,000 of Other Unsecured Claims 13. MORGAN STANLEY & CO. LLC 1585 Broadway 3rd Floor New York, NY 10036 * $18,000,000 in aggregate principal amount of 2026 Senior Notes * $3,498,000 in aggregate principal amount of DIP Indebtedness 14. OAKTREE CAPITAL MANAGEMENT, LP 333 S Grand Avenue 29th Floor Los Angeles, CA 90071-1504 * $73,500,000 in aggregate principal amount of Prepetition Senior Secured Debt * $24,500,000 in aggregate principal amount of 2026 Senior Notes * $33,401,000 in aggregate principal amount of DIP Indebtedness Co-Counsel for the Ad Hoc Group of Creditors: Dion W. Hayes, Esq. K. Elizabeth Sieg, Esq. Connor W. Symons, Esq. McGUIREWOODS LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219 Telephone: (804) 775-1000 Facsimile: (804) 775-1061 Email: dhayes@mcguirewoods.com bsieg@mcguirewoods.com csymons@mcguirewoods.com -and- Damian S. Schaible, Esq. David Schiff, Esq. Joseph W. Brown, Esq. Hailey W. Klabo, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Email: damian.schaible@davispolk.com david.schiff@davispolk.com hailey.klabo@davispolk.com About Enviva Inc. Enviva Inc. is a publicly traded Delaware corporation that develops, constructs, acquires, and owns and operates fully contracted wood pellet production plants to process wood fibers into densified, uniform pellets, which are primarily sold to customers through long-term, take-or-pay contracts with creditworthy customers in the United Kingdom, the European Union, and Japan. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024, with $2,893,581,000 in assets and $2,631,263,000 in liabilities. Glenn T. Nunziata, interim chief executive officer and chief financial officer, signed the petitions. Judge Brian F. Kenney presides over the case. The Debtors tapped VINSON & ELKINS LLP as general bankruptcy counsel; KUTAK ROCK LLP as local counsel; and ALVAREZ & MARSAL HOLDINGS, LLC as financial adviser. EVERYTHING BLOCKCHAIN: Delays Filing of Fiscal 2023 Annual Report ----------------------------------------------------------------- Everything Blockchain, Inc., has notified the Securities and Exchange Commission via Form 12b-25 that it will be unable to file its Annual Report on Form 10-K for the year ended Jan. 31, 2024, within the prescribed time because of delays in completing the audit by its auditor. Such delays are primarily due to the timing of the Company receiving and reviewing analysis documentation from third-party professionals, including tax and valuation advisors. The Company expects to file its Form 10-K within the extension period of fifteen calendar days provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About Everything Blockchain Headquartered in Fleming Island, Florida, Everything Blockchain, Inc. (f/k/a OBITX, Inc.) is primarily engaged in the business of consulting and developing blockchain and cybersecurity related solutions. Everything Blockchain is a technology company that is blending blockchain, zero-trust, and database management technology to create a platform to solve real world, practical business problems. Mitzpe Netofa, Israel-based Elkana Amitai CPA, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 1, 2023, citing that the Company suffered losses from operations in all years since inception, except for the year ended Jan. 31, 2022. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. FAITH BAPTIST: Case Summary & Three Unsecured Creditors ------------------------------------------------------- Debtor: Faith Baptist Church of Knightdale, N.C., Inc. 2728 Marks Creek Rd. Knightdale, NC 27545 Business Description: The Debtor is the fee simple owner of a real property located at 2827 Marks Creek Rd., Knightdale, NC 27545 having a current value of $11.5 million. Chapter 11 Petition Date: May 10, 2024 Court: United States Bankruptcy Court Eastern District of North Carolina Case No.: 24-01592 Judge: Hon. David M Warren Debtor's Counsel: Kathleen O'Malley, Esq. STEVENS MARTIN VAUGHN & TADYCH, PLLC 2225 W Millbrook Road Raleigh, NC 27612 Tel: (919) 582-2300 Email: komalley@smvt.com Total Assets: $11,692,116 Total Liabilities: $1,259,748 The petition was signed by Jon Wallace as trustee. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LZ2QBGA/Faith_Baptist_Church_of_Knightdale__ncebke-24-01592__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Three Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Charles & Sandra Driver Loan $416,748 1712 Marshburn Rd. Wendell, NC 27591 2. National Center of Legal Fees $38,000 Life & Liberty Attn: Managing Agent 13790 Roosevelt Blvd Clearwater, FL 33762 3. Truist Bank Credit Card $5,000 Attn: Managing Agent/Officer PO Box 1847 Wilson, NC 27894-1847 FLORIDA FOOD: Invesco Dynamic Marks $1.03MM Loan at 28% Off ----------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $1,028,000 loan extended to Florida Food Products LLC to market at $745,090 or 72% 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 Florida Food Products. The loan accrues interest at a rate of 13.44% (1 mo. USD LIBOR + 8.00%) per annum. The loan matures on October 18, 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 Headquartered in Eustis, Fla., Florida Food Products, LLC is a producer of vegetable and fruit based clean label ingredients. The company was acquired by Ardian and MidOcean Partners in 2021. FLOWERS BY EMILY: Hires Horizon CPA Services as Accountant ---------------------------------------------------------- Flowers By Emily, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Horizon CPA Services as accountant. The firm will provide accounting services to the Debtor in the Chapter 11 case. The firm will be paid at these rates: Partner/CPA $260 per hour Administrative time $50 per hour Tax returns for the corporation for 2023 will be charged on a flat fee basis in the amount of $795. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Richards, a partner at Horizon CPA Services, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Richards Horizon CPA Services 7 Town Square Kansas City, MO 64116 Tel: (816) 842-7878 About Flowers By Emily, LLC Flowers by Emily, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 24-20312) on March 22, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by KRIGEL & KRIGEL, PC. FOUR WIND: Hires Law Offices of David Freydin PC as Counsel ----------------------------------------------------------- Four Wind Trucking, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Law Offices of David Freydin PC as counsel. The firm's services include: a. negotiating with creditors; b. preparing a plan and financial statements; and c. examining and resolving claims filed against the estate; The firm will be paid at these rates: David Freydin $350 per hour Jan Michael Hulstedt $325 per hour Derek V. Lofland $325 per hour Jeremy Nevel $325 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David Freydin, Esq., a partner at Law Offices of David Freydin PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Freydin, Esq. Law Offices of David Freydin PC 8707 Skokie Blvd, Suite 312 Skokie, IL 60077 Tel: (847) 972-6157 Fax: (866) 897-7577 Email: david.freydin@freydinlaw.com About Four Wind Trucking, Inc. Four Wind Trucking, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04983) on April 5, 2024, with $579,000 in assets and $1,636,891 in liabilities. Bogdan Czernecki, president, signed the petition. Judge Donald R. Cassling presides over the case. David Freydin, Esq., at the Law Offices of David Freydin represents the Debtor as bankruptcy counsel. FUSE GROUP: Incurs $17K Net Loss in Second Quarter -------------------------------------------------- Fuse Group Holding Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $16,721 on $99,786 of revenue for the three months ended March 31, 2024, compared to a net loss of $138,458 on $0 of revenue for the three months ended March 31, 2023. For the six months ended March 31, 2024, the Company reported a net loss of $79,865 on $119,786 of revenue, compared to a net loss of $260,337 on $0 of revenue for the six months ended March 31, 2023. As of March 31, 2024, the Company had $62,031 in total assets, $319,653 in total liabilities, and a total stockholders' deficit of $257,622. "As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $7,988,884 at March 31, 2024, the Company incurred net loss of $79,865 for the six months ended March 31, 2024, and the Company had cash outflow from operating activities of $90,743 for the six months ended March 31, 2024. These raise substantial doubt about the Company's ability to continue as a going concern. "Management intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering or loans from banks or others," the Company said in the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001636051/000118518524000466/fusegroup20240331_10q.htm About Fuse Group Headquartered in Arcadia, CA, Fuse Group Holding Inc. currently explores opportunities in mining, biotech and consulting businesses. On Dec. 6, 2016, the Company incorporated Fuse Processing, Inc. ("Processing") in the State of California. Processing seeks business opportunities in mining and is currently investigating potential mining targets in Asia and North America. Fuse Group is the sole shareholder of Processing. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited for HKD1 ($0.13). GOODNIGHT WATER: S&P Rates New $400MM Sr. Secured Term Loan 'B+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating (ICR) to Texas-based Goodnight Water Solutions Holdings LLC (Goodnight), a water logistics company, and its 'B+' issue-level rating to the proposed TLB. The '2' recovery rating on the TLB indicates S&P's expectation of substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. The stable outlook reflects S&P's expectation that Goodnight will continue to increase its throughput volumes and EBITDA, while reducing its S&P Global Ratings-adjusted leverage to about 3.4x in 2024 and 2.7x in 2025. Goodnight's $400 million five-year TLB will refinance its existing capital structure and will be leverage neutral. The company is seeking to refinance its existing superpriority revolver and Wilmington trust notes with a new $400 million TLB due 2029. The existing $100 million superpriority revolver will be replaced by a new $30 million (undrawn at closing) three-year revolver ranking pari passu with the $400 million TLB. The proposed capital structure will result in pro forma financial leverage of about 3.4x at year-end 2024 and includes a 100% excess cash flow sweep that steps down to 75% at 3.5x net leverage, 50% at 3.0x, 25% at 2.5x, and 0% at 2.0x. S&P said, "Our assessment of Goodnight's business risk profile is spurred to a large extent by the relatively smaller scale and scope of operations compared with those of water infrastructure peers. Goodnight has approximately 730,000 gross dedicated acreage with 660 miles of pipelines across the Bakken, Permian, and Eagle Ford basins. We expect water-handling volumes of about 600,000 barrels per day (bpd), split about 60-40 between Permian and Bakken. Goodnight's contracts are fee-based with little direct commodity price risk although the company is still subject to volumetric risk. About half of Goodnight's customers are rated investment-grade with a weighted-average remaining contract life of eight years. Although Goodnight has expanded its footprint in terms of dedicated acres, miles of pipe, and water-handling volumes over the past two years, we believe that it is still consistent with a vulnerable business risk assessment, given that its water-handling volume of about 600,000 bpd and S&P Global Ratings-adjusted EBITDA of about $100 million in 2023 are smaller than those of peers. "We expect Goodnight will deleverage over the next few years by paying down the TLB with excess cash flow sweeps, EBITDA growth, and voluntary prepayments. We expect Goodnight will generate stable cash flows over the forecast period through its about 90% contracted volumes. Under our base-case scenario, we expect Goodnight will generate S&P Global Ratings-adjusted EBITDA of about $107 million in 2024 and $113 million in 2025. We do not include material project adjustments of about $10 million annually in our EBITDA metrics because we typically do not give credit for projects under construction until they enter commercial operations. At the same time, we expect the company will pay down debt via voluntary prepayments in addition to mandatory amortization and the excess cash flow sweep requirement, in line with its stated financial policy. As a result of contractual and voluntary debt reduction, we expect Goodnight's leverage will be about 3.4x in 2024 and 2.7x in 2025. "We capped our financial risk assessment at aggressive because Goodnight is majority owned and controlled by Tailwater Capital, a private equity investor. We have assessed the company's financial policy modifier to be FS-5, which caps Goodnight's financial risk profile at aggressive despite the fact that we expect the company will maintain its conservative financial policy and will deleverage through voluntary prepayments on its TLB over the forecast period, resulting in it sustaining an S&P Global Ratings-adjusted leverage ratio below 5.0x. It also reflects our view that Goodnight's management is not contemplating any material debt-financed acquisitions, which would breach the leverage ratio above 5.0x. Although the leverage ratio meets the condition for a stronger financial policy modifier assessment (FS-4), we have capped the assessment at FS-5 because no other shareholders own a material stake of Goodnight and we do not anticipate the sponsor will relinquish control of Goodnight in the medium term, both of which are the conditions of a stronger assessment than FS-5, as outlined in our criteria. "The stable outlook reflects our expectation that Goodnight will continue to increase its water volumes over the forecast period, while reducing its S&P Global Ratings-adjusted leverage ratio to 3.4x at year-end 2024 and 2.7x at year-end 2025. We anticipate Goodnight will generate meaningful free cash flow and voluntarily pay down the term loan in addition to the mandatory amortization and excess cash flow sweeps. "We could take a negative rating action if Goodnight's leverage ratio approaches 6.0x. This could happen if the company adopts a more aggressive financial policy such that we reassess the financial policy modifier at FS-6 or a sharp decrease in crude oil prices leads to reduced drilling and oil production (and, as a result, lower water volumes). "Although unlikely in the next 12 months, we could consider a higher rating if the company materially increases its scale and scope of operations without a meaningful increase in its leverage ratio. "Environmental factors are a negative consideration in our credit rating analysis of Goodnight. As the energy transition gathers pace, Goodnight's volumes could be reduced due to a decline in oil and natural gas drilling and production activities. While the company has long-term fee-based contracts, it is susceptible to increasing environmental risks posed by climate change and greenhouse gas emissions, making future re-contracting challenging under similar terms and conditions. Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors." GOTO GROUP: Invesco Dynamic Marks $1.3MM Loan at 30% Off -------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $1,330,000 loan extended to GoTo Group, Inc. (LogMeIn) to market at $934,098 or 70% 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 GoTo Group. The loan accrues interest at a rate of 10.17% (1 mo. Term SOFR + 4.75%) per annum. The loan matures on August 31, 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 GoTo, formerly LogMeIn Inc., is a flexible-work provider of software as a service and cloud-based remote work tools for collaboration and IT management. GULF FINANCE: Moody's Affirms 'B3' CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings affirmed Gulf Finance, LLC's (Gulf) B3 Corporate Family Rating, B3-PD Probability of Default Rating and Caa1 senior secured term loan rating. The outlook was changed to stable from positive. "The affirmation of Gulf Finance's ratings and change in outlook to stable recognizes significant repayment of debt following completion of two divestitures, and reflects less deleveraging than expected following a revision to the terminals' sale agreement in response to concerns raised by the FTC," commented Jonathan Teitel, a Moody's Vice President and Senior Analyst. RATINGS RATIONALE The change of the outlook from positive to stable reflects slower than expected deleveraging. The stable outlook reflects Moody's expectation for Gulf to maintain stronger leverage metrics following the repayment of debt with the proceeds from its two divestitures, and to soon extend the maturity of its revolver. The outlook incorporates an expectation that the company can generate EBITDA going forward consistent with the historical performance of its LHT business. Gulf's B3 CFR is supported by the substantial reduction in debt using proceeds from two divestitures, balanced by the company's reduced scale and elevated geographic concentration. The transactions result in meaningful reduction in leverage because proportionally more debt was repaid than EBITDA divested. In April 2024, Gulf completed the sale of four terminals to Global Partners LP (B1 positive). In December 2023, Gulf completed the sale of its branded marketing, trademark name and intellectual property, and retail Massachusetts Turnpike businesses to Metroplex Energy, a subsidiary of RaceTrac, Inc. (unrated). Following the divestitures, the remaining core asset is the company's Lucknow-Highspire Terminals (LHT) business, which owns and operates terminals, and supplies refined products in Pennsylvania. Moody's expects Gulf to maintain adequate liquidity, soon extending the maturity of its ABL revolving credit facility due December 2024 (unrated). Following the second divestiture closed in April 2024, revolving lender commitments were reduced to $300 million. The revolver has a springing minimum debt service coverage ratio (DSCR), with springing based on borrowing availability on the facility. Moody's does not expect revolver usage to result in the covenant springing. The term loan has a minimum DSCR for which testing is waived until the first quarter of 2025. Gulf's senior secured term loan due August 2026 is rated Caa1. This is one notch below the CFR, reflecting a second priority lien behind the revolver with respect to the more liquid ABL priority collateral which includes receivables and inventories. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include consistent EBITDA and free cash flow generation from the remaining assets supporting debt/EBITDA sustained below 4.5x; EBITDA/interest above 2x; and maintenance of adequate liquidity. The upgrade of the ratings would require the company to demonstrate improved resilience in EBITDA, given reduced scale of the business. Factors that could lead to a downgrade include a larger than expected decrease in EBITDA following the divestitures; debt/EBITDA above 5.5x; or negative free cash flow or weakening liquidity. Gulf, headquartered in Wellesley, Massachusetts, owns and operates terminals, and supplies refined products in Pennsylvania. The company is privately owned by ArcLight Capital Partners. The principal methodology used in these ratings was Midstream Energy published in February 2022. H'Y2 MT: TCM CRE to Hold Public Sale Auction on June 28 ------------------------------------------------------- TCM CRE Reit LLC ("secured party") will sell at public auction all limited liability company interests held by H'Y2 MT Kemble Mezz LLC ("plegdor"), in H'Y2 MT Kemble LLC ("pledged entity", "Equity Interests"). The equity interest secured indebtedness owing by pledgor to secured party in a principal amount of not less than $13 million plus unpaid interest, attorneys' fees and other charges including the costs to sell the equity interests ("Debt"). Secured party's understanding, without taking any representation or warranty as to accuracy or completeness, is that the principal asset of the pledged entity is the real property located at 412 Mount Kemble Avenue, Morristown, New Jersey ("property"). The public auction sale will be held on June 28, 2024, at 3:30 p.m. EDT by virtual bidding via Zoom and at secured party's sole option, in-person in the offices of Sills, Cummis, & Gross PC, 101 Park Avenue, 28th Floor, New York, New York 10178. The public sale will be conducted by Matthew D. Mannion, of Mannion Auctions LLC. All bids must be for cash and the successful bidder must be prepared to deliver immediately available funds in that amount of 20% of the successful bid within 24 hours after the sale, with the balance to be delivered within 5 business days of the public sale and otherwise comply with the bidding requirements, including the payment of all transfers taxes, stamp duties and similar taxes in connection with the purchase of the equity interests. Parties interested in bidding on the equity interests must contact Stephen Shwalb, secured party's broker, Newmark, via email at NewmarkUCCTeam@nmrk.com. Additional information can be found at https://rimarketplace.com/listing/65427/ucc-disposition-sale-pledged-of-equity-interest-indirect-interest-in-an-office-property-morristown-nj. HAMILTON PROJECTS: Moody's Rates New $1BB Secured Term Loan 'Ba3' ----------------------------------------------------------------- Moody's Ratings has assigned Ba3 to Hamilton Projects Acquiror, LLC's (HPA) proposed $1 billion senior secured term loan due 2031 and a $115 million senior secured revolving credit facility due 2029. HPA's Ba3 ratings on its existing senior secured term loan due 2027 and revolving credit facility due 2025 will be withdrawn shortly after the proposed financing closes. The outlook is stable. Proceeds from the $1 billion term loan will be used to refinance HPA's existing term loan of which $781 million was outstanding at the end of March 2024, pay transaction costs, and provide a dividend to its owners. Moody's understand the debt financing terms for the proposed senior secured credit facilities will be substantially similar to the existing debt and will including a 1st lien on assets, limitation on indebtedness subject to a rating affirmation, minimum financial covenant of 1.1x debt service coverage ratio (DSCR), and an excess cash sweep consisting of the higher of 75% of excess cash or the target debt balance with a step down to a 50% excess cash sweep if net Debt to EBITDA is below 3.0x. RATINGS RATIONALE Hamilton Projects Acquiror, LLC's (HPA) Ba3 rating on its proposed senior secured credit facilities considers the project's well managed energy hedging program that has contributed to relative energy margin stability and strong cash flow generation and subsequent debt paydown even during periods of low unhedged energy margins. For 2024 and 2025, HPA has hedged around 80% and 45% of its total potential generation, respectively. Looking forward, Moody's expect the project's extensive hedging in 2024 should substantially mitigate the potential for challenging wholesale power markets due to high natural gas inventories. Additionally, Moody's assume the project will continue to roll forward its energy hedging program consistent with its past results. The project's credit quality is further supported by the strong competitive position of its two combined cycle plants in PJM, known capacity prices through May 2025, and typical project finance 'B' loan protections. High efficiency, strong operations, attractively priced fuel from the Marcellus shale, and low fuel transportation costs support the project's competitive position. Additionally, long term service agreements (LTSAs) with a subsidiary of Siemens Aktiengesellschaft (Siemens: Aa3 stable), some diversification as a two-asset portfolio, and the involvement of Carlyle and Cogentrix as the sponsor and operator, respectively, are credit positives. On the latter, both Carlyle and Cogentrix are highly experienced in the power sector and have delivered on operational and commercial improvements. The rating also recognizes the project's longer term exposure to energy price risk and uncertain capacity prices post-May 2025 that represent the greatest risk drivers for the issuer's credit quality. The inherent high volatility of its energy margins was more recently demonstrated by a substantial downward shift to natural gas and power prices in 2023 from 2022 due to declining natural gas prices. HPA's energy hedging program serves to mitigate the impact of such volatility over the next 18-24 months. HPA's Ba3 ratings further factors in the term loan increasing materially to $1 billion with a substantial dividend to HPA's equity investors and the higher debt leading to lower financial metrics on a forward basis. For full year 2023, the project had debt service coverage ratios (DSCR) and Project CFO to Debt cash flow metrics of 2.6x and 20%, respectively, leading to excess cash flow generation that was used to pay down almost 18% of its debt. Looking forward, the project forecasts robust cash flow metrics with 2025-2027 average DSCR of 2.5x, Project CFO to Debt of 17%, and Debt to EBITDA of 3.3x under the management case. Under more conservative assumptions considered by Moody's, HPA's prospective financial metrics are more modest with DSCR of 1.7x, Project CFO to Debt of 8%, and Debt to EBITDA of 4.7x. Under Moody's Case, 2025 remains HPA's weakest forecasted year given major scheduled outages at Liberty and to a lesser extent at Patriot and high capital spending totaling $79 million. Additionally, HPA's in-the-money interest swaps also expire in mid-2025 which will likely lead to higher debt service costs. Partially mitigating this weakness is HPA's hedging in 2024 and 2025 which should provide sufficient cash flow to fund the major maintenance reserve and ultimately fund such spending. After 2025, HPA's financial metrics and overall financial flexibility should improve as forecasted capital spending sharply declines to $32 million in 2026 and to almost $10 million in 2027, and debt levels likely to decline with excess cash flow generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS RATING OUTLOOK The stable outlook considers HPA's rolling hedging program and Moody's expectations that HPA will achieve average Project CFO to Debt of at least 8% and DSCR of 1.7x over the next several years. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING HPA's rating could be upgraded if it is able to significantly extend hedging of energy and capacity or it is able to pay down debt greater than expected leading to DSCR of least 2.2x and Project CFO to Debt of above 12% on a sustained basis. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING The project's rating can be downgraded if it incurs a major unexpected outage which negatively impacts future financial performance or financial metrics are substantially weaker than expected leading to DSCR below 1.6x or Project CFO to Debt below 7% on a sustained basis. Profile Hamilton Projects Acquiror, LLC (HPA) owns two combined cycle gas fired plants located in Pennsylvania consisting of the 848 MW Liberty Energy Center (Liberty) and 857 MW Patriot Energy Center (Patriot) plants. Both projects reached commercial operations in 2016 and utilize Siemens SGT6 8000H turbines. HPA sells power into PJM on a merchant basis and capacity into PJM's MAAC region. Carlyle Power Partners II, L.P., a fund managed by The Carlyle Group (Carlyle) owns 75% of the borrower while the remaining 25% is owned by BCPG Public Company, Limited (BCPG). LIST OF AFFECTED RATINGS Issuer: Hamilton Projects Acquiror, LLC Assignments: Senior Secured 1st Lien Bank Credit Facility, Assigned Ba3 Outlook Actions: Outlook, Remains Stable The principal methodology used in these ratings was Power Generation Projects published in June 2023. HAMILTON PROJECTS: S&P Assigns 'BB-' Rating on Secured TLB ---------------------------------------------------------- S&P Global Ratings assigned its 'BB-' rating to U.S. power project Hamilton Projects Acquiror LLC's (Hamilton or the project) proposed term loan B (TLB). S&P assigned a recovery rating of '2', indicating its expectation for substantial (70%-90%; rounded estimate: 75%) recovery in a default scenario. The stable outlook reflects S&P's expectation that Hamilton will sustain a minimum S&P Global Ratings-adjusted debt service coverage ratio (DSCR) of at least 1.36x in all years, with a median DSCR of 1.42x. Hamilton is a two-asset, combined-cycle gas turbine power portfolio with about 1,705 megawatts (MW) of nameplate capacity in northeastern Pennsylvania. It comprises the Liberty power project in Bradford County with a rated winter capacity of 848 MW, and the Patriot power project in Lycoming County with a rated winter capacity of 857 MW. The units entered commercial operation in mid-2016 and sell power into Pennsylvania-New-Jersey-Maryland Interconnection's (PJM) Penelec zone and Pennsylvania Power and Light zone, respectively. Liberty and Patriot are in the eastern portion of the Marcellus shale gas play with access to reliable natural gas supply. Tennessee Gas Pipeline Zone 4 Leg 300 and Transco Leidy are the two closest gas hubs for Liberty and Patriot, respectively. Hamilton is proposing to issue a new $1 billion TLB and a $115 million revolver to refinance its existing capital structure. Hamilton will issue the $1 billion seven-year senior secured TLB due 2031, and a $115 million five-year senior secured revolver due 2029. The project will apply the proceeds to repay existing debt of about $781 million, pay a distribution to equity of about $200 million, and pay transaction costs. A target debt balance will be included in the mandatory prepayments of the TLB. S&P views the project's ability to capture adequate spark spreads as supportive of the rating. Since mid-2020, the portfolio has entered into spark spread hedges to opportunistically capture and protect forward energy margins. S&P said, "In 2021, although Hamilton generated cash flow available for debt service (CFADs) in line with our expectations, it did not sweep cash toward the TLB. This was due to the need for cash collateral to be posted for the over-the-counter hedges. However, since the establishment of a new first-lien hedge in 2022, coupled with benefits from favorable spark spreads, Hamilton achieved higher CFADs than we anticipated. Specifically, realized spark spreads were approximately $17/MWh and $21/MWh for 2022 and 2023, respectively. Over the past two years, the project's EBITDA exceeded $230 million. As of year-end 2023, beside the mandatory repayment, the project had swept approximately $88 million in 2022, and about $111 million since the upsizing of $161 million in April 2023. Overall, we continue to expect the project's sweeps will meet our expectations, given its ability to capture adequate spark spreads." Hamilton's hedging profile should result in good cash flow visibility in the near term. In the short term, Hamilton's spark spreads are 79% and 45% hedged for 2024 and 2025, respectively, which should provide a high degree of visibility on future cash flows. S&P said, "We anticipate Hamilton will realize a spark spread of approximately $22/MWh in these two years. We expect spark spreads will begin to normalize starting in 2025." Higher debt balance resulting from refinancing, combined with normalized spark spreads, will pressure DSCRs in the longer term. S&P said, "In the longer term, increased debt service resulting from the higher refinancing amount will pressure DSCRs during the TLB period, but we expect they will remain above 1.40x. Furthermore, in the post-refinancing period, DSCRs will remain pressured due to shorter amortization and normalized spark spread assumptions. Our forecast indicates a lower minimum DSCR of 1.36x during this period, with a median DSCR of 1.42x throughout the asset life of the project. Although we believe the forecast DSCR remains in line with the rating, this is lower than our previous minimum DSCR of 1.40x and median DSCR of 1.61x." Given the refinancing with a higher TLB balance, S&P will continue monitoring the sponsor's approach toward deleveraging. Despite the project's historical performance, net debt paydown has been relatively limited since inception (approximately $280 million TLB paydown and $161 million upsizing from June 2020 to March 2024). This means the project is somewhat more leveraged than peers. This is largely spurred by the dividend recapitalization that occurred in April 2023. S&P said, "Although we expect the project's operating and financial performance will remain in line with our expectation under current market conditions, the decision to refinance with a higher TLB amount alongside an equity distribution continues to indicate financial policy risk. Although quantifying the impact of sponsor decision-making on the project's credit metrics is difficult, we will closely monitor its performance as we approach the TLB maturity in 2031." S&P said, "The stable outlook reflects our expectation that Hamilton will sustain a minimum S&P Global Ratings-adjusted DSCR of at least 1.36x in all years. We expect Liberty and Patriot will maintain high availability and dispatch at capacity factors of 85%-90% in the near term. Under current market conditions in PJM, we project realized spark spreads of above $20/MWh over the next 12 months." S&P could lower the rating if: -- Hamilton cannot maintain an S&P Global Ratings-adjusted DSCR of 1.35x on a sustained basis. This could stem from additional indebtedness, weaker realized spark spreads or lower PJM capacity prices for delivery year 2025/2026 and beyond, unplanned outages that require a full plant shutdown for an extended period, or economic factors in which the power plants are regularly kept at minimum load; or -- Debt outstanding at TLB maturity in second-quarter 2031 is substantially higher than our expectation of $475 million; or S&P does not expect that Hamilton will deleverage throughout the TLB period, with gross debt per kilowatt higher than $395/kilowatt (kW) or a TLB balance outstanding higher than $710 million by the end of 2027. S&P would consider an upgrade if it believes Hamilton could maintain an S&P Global Ratings-adjusted DSCR of 1.80x on a sustained basis, including during the refinancing period. This could stem from secular developments in the PJM wholesale market that improve power and capacity prices for an extended period, steady operational performance, and continued access to relatively inexpensive natural gas feedstock. HIGH PLAINS: Seeks to Hire Weycer Kaplan as Legal Counsel --------------------------------------------------------- High Plains Radio Network, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Weycer, Kaplan, Pulaski & Zuber, P.C. as counsel. The firm will provide these services: (a) advise the Debtor of the rights, powers, duties, and obligations of the Debtor as debtor and debtor-in-possession in this Chapter 11 case; (b) take all necessary actions to protect and preserve the estates of the Debtor; (c) assist the Debtor in the investigation of the acts, conduct, assets, and liabilities of the Debtor, and any other matters relevant to the case; (d) investigate and potentially prosecute preference, fraudulent transfer, and other causes of action arising under the Debtor's avoidance powers and which are property of the estate; (e) prepare on behalf of the Debtor, as debtor-in-possession, all necessary motions, applications, answers, orders, reports, and papers in connection with the representation of the Debtor and the administration of the estates and this Chapter 11 case; (f) negotiate, draft, and present on behalf of the Debtor a plan for the reorganization of the Debtor's financial affairs, and the related disclosure statement, and any revisions, amendments, and so forth, relating to the foregoing documents, and all related materials; and (g) perform all other necessary legal services in connection with this Chapter 11 case and any other bankruptcy-related representation that the Debtor require. The firm will be paid at these rates: Jeff Carruth, Shareholder $585 per hour Other Shareholders $525 per hour Associates $300 per hour Paralegals $150 per hour The firm will be paid a retainer in the amount of $52,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeff Carruth, Esq., a partner at Weycer, Kaplan, Pulaski & Zuber, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeff Carruth, Esq. Weycer, Kaplan, Pulaski & Zuber, P.C. 2608 Hibernia Street, Suite 105 Dallas, TX 75204 Tel: (713) 341-1158 Fax: (713) 961-5341 Email: jcarruth@wkpz.com About High Plains Radio Network, LLC High Plains Radio Network, LLC is in the radio broadcasting business. High Plains Radio Network filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-70089) on March 26, 2024, with $1 million to $10 million in both assets and liabilities. Monte L. Spearman, manager, signed the petition. Honorable Bankruptcy Judge Scott W. Everett handles the case. The Debtor is represented by Jeff Carruth, Esq., at Weycer, Kaplan, Pulaski & Zuber, P.C. ICAHN ENTERPRISES: Moody's Rates New $500MM Unsecured Notes 'Ba3' ----------------------------------------------------------------- Moody's Ratings has assigned a Ba3 rating to $500 million of backed senior unsecured notes due 2030 issued by Icahn Enterprises L.P. (IEP). Moody's said that the new debt issuance extends the maturity on IEP's outstanding debt but is otherwise neutral to its credit profile because the net proceeds will be used to partially pay down the company's $750 million of 6.375% senior unsecured notes due 2025. RATINGS RATIONALE IEP's Ba3 corporate family rating reflects the risks associated with its activist investment strategy, its high market value-based leverage, and low interest coverage ratio. IEP's credit profile is also constrained by key person risk associated with the concentration of ownership and leadership of its chairman and founder Carl Icahn. While recent corporate actions have focused on IEP repurchasing debt in the open market, the stable outlook on the ratings reflects Moody's belief that the company will continue to be opportunistic in deploying capital. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The factors that could lead to an upgrade of IEP's ratings include: 1) market value based leverage that is sustained below 30%; 2) a shift in the investment portfolio towards less concentrated positions of higher credit quality; or 3) improved dividend capacity at subsidiaries outside the energy segment. Conversely, IEP's ratings could be downgraded if: 1) there is a significant deterioration in valuations or credit strength of the operating subsidiaries; 2) a sustained increase in net debt; or 3) a significant decline in the liquidity sources of the holding company. The principal methodology used in this rating was Investment Holding Companies and Conglomerates published in April 2023. ICAHN ENTERPRISES: S&P Rates New $500MM Senior Unsecured Notes 'BB' ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue rating and '3' recovery rating to Icahn Enterprises L.P.'s (BB/Stable/--) proposed $500 million senior unsecured notes due 2030. The '3' recovery rating indicates our expectation of meaningful recovery (65%) in the event of default. The proposed notes will be unconditionally guaranteed on a senior unsecured basis by Icahn Enterprises Holdings L.P. S&P said, "We anticipate that Icahn Enterprises L.P. (IEP) will use the proceeds from the offering to repay a portion of its $750 million 6.375% senior unsecured notes due 2025. Pro forma for the proposed transaction, we expect IEP to have about $4.8 billion of gross debt and $1.7 billion of cash on the balance sheet, which we net against gross debt in our loan-to-value (LTV) ratio calculation. The proposed transaction is debt neutral and leverage is unchanged at about 39% pro forma for the transaction. "IEP's LTV ratio is slightly stronger than our 45%-60% expected range for the rating. While the portfolio is highly liquid, it is also highly market sensitive--particularly to the values of the investment unit and CVR Energy Inc. (a publicly listed oil refining company), which together comprise about 69% of the portfolio's gross indicative value as of March 31, 2024. Changes in the values of these assets or significant reductions in holding company cash could cause significant swings in LTV. "The stable outlook indicates our expectation that IEP will maintain an LTV ratio of 45%-60% without any significant changes to asset quality, portfolio concentration, or liquidity position over the next 12 months." INFINITE ELECTRONICS: Invesco Dynamic's $473,000 Loan at 15% Off ---------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $473,000 loan extended to Infinite Electronics to market at $400,881 or 85% 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 Infinite Electronics. The loan accrues interest at a rate of 12.57% (3 mo. Term SOFR + 7.00%) per annum. The loan matures on March 2, 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 Infinite Electronics is a global supplier of electronic components, serving engineers' urgent needs through a family of highly recognized and trusted brands. INTERACTIVE HEALTH: Hires Kienbaum Hardy as Special Counsel ----------------------------------------------------------- Interactive Health Benefits LLC, d/b/a ACA Track, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Kienbaum Hardy Viviano Pelton & Forrest P.L.C. as special appellate counsel. The Debtor needs the firm's legal assistance in connection with a litigation since 2022 with a former employee, Jerry Dagenais, and a claim of appeal of the Judgment. The firm will also render general legal services to the Debtor as needed throughout the Appeal, including, but not limited to, providing counsel to the Debtor, preparing briefs, and presenting oral argument to the appellate court, among other services. The firm will be paid at these rates: Partner $500 per hour Associate $375 per hour Paralegal $190 per hour The firm received from the Debtor a retainer of $40,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David Porter, Esq., a partner at Kienbaum Hardy Viviano Pelton & Forrest P.L.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Porter, Esq. Kienbaum Hardy Viviano Pelton & Forrest P.L.C. 280 N. Old Woodward Suite 400 Birmingham, MI 48009 Tel: (248) 645-0000 About Interactive Health Benefits LLC d/b/a ACA Track, LLC Interactive Health Benefits LLC provides full service automated The Affordable Care Act (ACA) reporting for 1094 and 1095 C and B forms. ACA Track's propriety software is designed to help applicable large employers (ALE) meet the requirements of the Affordable Care Act and IRS reporting. ACA is an approved vendor of the IRS for electronic submission. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-43778) on April 16, 2024, with $1 million to $10 million in assets and liabilities. Todd Covert, chief executive officer and sole member, signed the petition. Judge Maria L. Oxholm presides over the case. Stephen Gross, Esq. at MCDONALD HOPKINS represents the Debtor as legal counsel. INTERACTIVE HEALTH: Hires McDonald Hopkins LLC as Counsel --------------------------------------------------------- Interactive Health Benefits LLC, d/b/a ACA Track, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ McDonald Hopkins LLC as counsel. The firm's services include: a. filing and monitoring the Debtor's chapter 11 case and legal activities and advising the Debtor on the legal ramifications of certain actions; b. advising the Debtor of its obligations and duties in bankruptcy; c. executing the Debtor's decisions by filing with the Court motions, objections, a plan of reorganization, and other relevant documents; (d) appearing before the Court on all matters in this chapter 11 case relevant to the interests of the Debtor; c. assisting the Debtor in the administration of the chapter 11 case; and d. taking such other actions as are necessary to protect the rights of the Debtor's estate. The firm will be paid at these rates: Members $390 to $1,020 per hour Of Counsel $345 to $990 per hour Associates $265 to $585 per hour Paralegals $180 to $360 per hour The firm will be paid a retainer in the amount of $75,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen M. Gross, Esq., a partner at McDonald Hopkins LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stephen M. Gross, Esq. Ashley J. Jericho, Esq. McDonald Hopkins LLC 39533 Woodward Avenue, Suite 318 Bloomfield Hills, MI 48304 Tel: (248) 646-5070 Fax: (248) 646-5075 Email: sgross@mcdonaldhopkins.com ajericho@mcdonaldhopkins.com About Interactive Health Benefits LLC d/b/a ACA Track, LLC Interactive Health Benefits LLC provides full service automated The Affordable Care Act (ACA) reporting for 1094 and 1095 C and B forms. ACA Track's propriety software is designed to help applicable large employers (ALE) meet the requirements of the Affordable Care Act and IRS reporting. ACA is an approved vendor of the IRS for electronic submission. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-43778) on April 16, 2024, with $1 million to $10 million in assets and liabilities. Todd Covert, chief executive officer and sole member, signed the petition. Judge Maria L. Oxholm presides over the case. Stephen Gross, Esq. at MCDONALD HOPKINS represents the Debtor as legal counsel. INVO BIOSCIENCE: Termination Date of Merger Deal Pushed Back ------------------------------------------------------------ INVO Bioscience, Inc., disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that effective as of May 1, 2024, the Company entered into a third amendment to the previously announced agreement and plan of merger by and among the Company, INVO Merger Sub, Inc., and NAYA Biosciences, Inc., a Delaware corporation. Pursuant to the Third Amendment, the parties agreed to extend the end date (the date by which either the Company or NAYA may terminate the Merger Agreement, subject to certain exceptions) of the merger contemplated by the Merger Agreement to June 30, 2024. The parties further agreed to modify the definition of an "Interim PIPE" to mean: (a) a sale of shares of the Company's Series A Preferred Stock pursuant to the Securities Purchase Agreement dated as of December 29, 2023, as amended pursuant to an Amendment to Securities Purchase Agreement dated as of May 1, 2024 ("Phase 1"), plus (b) a sale of shares of the Company's preferred stock at a price per share of $5.00 per share in a private offering, to be consummated prior to the closing of the Merger, resulting in an amount as may be required, to be determined in good faith by the parties to the Merger Agreement, to adequately support the Company's fertility business activities per an agreed forecast of the Company as well as for a period of 12 months following the closing, including a catch-up on the Company's past due accrued payables still outstanding ("Phase 2"). The parties agreed that Phase I must be consummated pursuant to the terms of the Securities Purchase Agreement and that Phase II much be consummated prior to the closing of the Merger. The parties also confirmed that the Company remains free to secure any amount of funding from third parties on any terms the Company deems reasonably acceptable under SEC and Nasdaq regulations without the prior written consent of NAYA. Under the Third Amendment, the Company may terminate the Merger Agreement if NAYA breaches or fails to perform any of its covenants and agreements set forth in the Securities Purchase Agreement in any respect. Additionally, effective as of May 1, 2024, the Company entered into an Amendment to the Securities Purchase Agreement. Pursuant to the SPA Amendment, the parties agreed to the following closing schedule for NAYA's purchases of the remaining 838,800 shares of the Company's Series A Preferred Stock at a purchase price of $5.00 per share. About INVO Bioscience Inc. INVO Bioscience, Inc. is a healthcare services fertility company dedicated to expanding the assisted reproductive technology marketplace by making fertility care more accessible and inclusive to people around the world. Its commercial strategy is primarily focused on operating fertility-focused clinics, which includes the opening of dedicated "INVO Centers" offering the INVOcell and IVC procedure (with three centers in North America now operational) and the acquisition of US-based, profitable in vitro fertilization clinics (with the first acquired in August 2023). As of December 31, 2023, the Company had $20.9 million in total assets, $20 million in total liabilities, and $892,825 in total shareholders' equity. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. IVANTI SOFTWARE: Moody's Affirms 'B3' CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings affirmed Ivanti Software, Inc.'s B3 Corporate Family Rating and B3-PD Probability of Default Rating. Concurrently, Moody's affirmed the B2 ratings on the company's senior secured first lien bank credit facilities and the Caa2 rating on Ivanti's senior secured second lien term loan. The outlook remains stable. RATINGS RATIONALE Ivanti's B3 CFR reflects challenges the company has been facing in growing its business, high leverage, and expectation of weak free cash flow in the next 12 months. Ivanti's primary products face competition from much larger companies, as well as numerous niche players. As of March 2024, the company's leverage was around 8.1x, if giving partial credit for large restructuring expenses, excluding the add-back leverage was almost 9x. In January 2024, Ivanti became aware of several exploited vulnerabilities in its Connect Secure product, a widely used virtual private network (VPN). Although Ivanti's retention rates have stabilized and revenue grew 1% in 2023, the company could see pressures in sustaining the growth in 2024 due to the cyber incident as well as the ongoing migration to subscription and SaaS contracts from licenses. In Q1 2024, Ivanti's revenue declined 2% partially due to the vulnerability incident and continued decline in perpetual license sales. While perpetual license sales will continue to decline, Moody's projects flat revenue growth for 2024 supported by increased subscription and SaaS sales. The greater complexity of IT environments, growing trend of IT systems consolidation and automation, and need for customers to reduce IT management costs should support demand for Ivanti's solutions. Ivanti's cloud-native Neurons platform that offers integration of IT service management, unified endpoint management and security solutions should expand Ivanti's ability to cross-sell. The stable outlook reflects Ivanti's adequate liquidity and Moody's expectation that the company will be able to sustain its retention rates and flat revenue growth over the next 12 months. The stable outlook also assumes that Ivanti will address the revolver maturity on a timely basis before it becomes due in December 2025. Ivanti's liquidity is adequate, supported by a $175 million revolving credit facility due December 2025 ($14 million outstanding as of March 31, 2024), cash balances of about $10 million, and Moody's expectation for break-even free cash flow over the next 12 months. The mandatory term loan amortization is $22.2 million and Ivanti will need to rely on the revolver for its payment. Ivanti's term loans do not contain financial maintenance covenants but the revolving credit facility is subject to a springing first lien net leverage ratio maintenance test set at 7.9x when 35% or more is drawn. Moody's expects Ivanti will maintain sufficient cushion under the covenant over at least the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Though unlikely in the next 12-18 months, ratings could be upgraded if Ivanti demonstrates consistent organic growth, and sustains leverage below 6x (Moody's adjusted) while also generating cash flow of approximately 5% of total gross debt. Ratings could be downgraded if Ivanti's revenue continues to decline or if liquidity position deteriorates due to negative free cash flow or as a result of the inability to address approaching revolver maturity in a timely manner. Ivanti Software, Inc. is a provider of IT operations management software and security software to SMB and enterprise customers. The company is headquartered in Utah and owned by funds affiliated with private equity sponsors Clearlake Capital, TA Associates and Charlesbank Capital Partners. For the LTM ended March 31, 2024 revenue was approximately $951 million. The principal methodology used in these ratings was Software published in June 2022. LA HACIENDA: Case Summary & 11 Unsecured Creditors -------------------------------------------------- Debtor: La Hacienda Mobile Estates, LLC 6653 Embarcadero Drive, Suite C Stockton, CA 95219 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: May 9, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-10984 Judge: Hon. Karen B Owens Debtor's Counsel: Gregory A. Taylor, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19801 Tel: 302-654-1888 Fax: 302-654-2067 E-mail: gtaylor@ashbygeddes.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Matt Davies as managing 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/CLMSWMY/La_Hacienda_Mobile_Estates_LLC__debke-24-10984__0001.0.pdf?mcid=tGE4TAMA LA HACIENDA: May 17 Deadline Set for Panel Questionnaires --------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of La Hacienda Mobile Estates, LLC. 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/4xj4m39t and return it to Hannah J. McCollum -- Hannah.McCollum@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than Friday, May 17, 2024 at 4:00 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 La Hacienda Mobile Estates La Hacienda Mobile Estates, LLC is primarily engaged in renting and leasing real estate properties. La Hacienda sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. D. Del., Case No. 24-10984) on May 9, 2024, with $1 million to $5 million in total assets and total liabilities. The petition was signed by Matt Davies as managing member. The Hon. Karen B. Owens presides over the cases. The Debtors tapped Ashby & Geddes, P.A. as bankruptcy counsel. MAVENIR SYSTEMS: Invesco Dynamic Marks $1.7MM Loan at 31% Off ------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $1,712,000 loan extended to Mavenir Systems, Inc. to market at $1,173,883 or 69% 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 to Mavenir Systems, Inc. The loan accrues interest at a rate of 10.34% (3 mo. Term SOFR + 4.75%) per annum. The loan matures on August 13, 2028. 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 Mavenir Systems, Inc. provides software-based networking solutions. The Company offers internet protocol based voice, videos, communication, and messaging services, as well as multimedia subsystem, evolved packet core, and session border controller. MAXIMUS INC: Moody's Affirms Ba2 CFR & Rates New Term Loan Ba2 -------------------------------------------------------------- Moody's Ratings affirmed Maximus, Inc.'s corporate family rating at Ba2 and its probability of default rating at Ba2-PD, as well as its existing Ba2 senior secured term loan A, senior secured term loan B, and senior secured revolving credit facility. Concurrently, Moody's has assigned Ba2 ratings to the proposed $650 million senior secured term loan A due 2029 and $500 million senior secured term loan B due 2031, as well as the senior secured revolving credit facility due 2029. The speculative grade liquidity rating remains SGL-1. The outlook remains stable. The net proceeds from the proposed new term loan A and term loan B will be used to repay existing secured term loan debt and extend the company's maturity profile while also reducing interest costs. In addition to the proposed term loans due 2029 and 2031, Maximus intends to upsize its secured revolving credit facility from $600 million to $750 million and extend the expiration date to 2029. The company is a business process services contractor focused on health and human services programs for the US federal, state and non-US governments. RATINGS RATIONALE Maximus' Ba2 CFR reflects its moderate leverage as measured by debt to EBITDA of 2.7x as of December 31, 2023 (Moody's adjusted), and strong free cash flow to debt of well over 10% versus other like rated services issuers at the Ba2 level. Maximus' credit profile is also supported by its large contract base, with an approximately $20.7 billion contract backlog that provides a predictable revenue stream, and long operating history as an outsourced business process service provider to large, mostly healthcare-focused government entities. The company's good profitability and healthy free cash flow generation provide capacity to repay debt and its very good liquidity profile affords it cushion to absorb temporary operational challenges. Maximus' credit profile is negatively impacted by its high customer concentration, with major US government contracts accounting for about 50% of revenue in the LTM period ending December 31, 2023, as well the heavily competitive nature of the business process outsourcing services market which has only limited barriers to competitive entry. In addition, changes in healthcare policies could affect the company's operating performance. The SGL-1 speculative grade liquidity rating reflects Maximus's very good liquidity profile, supported by $65 million of cash on hand at December 31, 2023 and full access to an undrawn $600 million (upsized to $750 million) senior secured revolving credit facility, expiring in May 2029. Moody's expects Maximus will generate $100-$250 million of free cash flow per year, well in excess of the approximately $46 million of required annual (paid quarterly) term loan A and term loan B principal amortization. Free cash flow will be pressured by rising interest expense as base interest rates used to determine Maximus's borrowing costs rise. The revolving credit facility and term loans A and B are subject to maintenance of a Consolidated Total Leverage Ratio (net of up to $75 million of cash) of not greater than 4.0 times, or 4.5 times following a material permitted acquisition, and a minimum Interest Coverage Ratio (both covenants as defined in the loan agreement) of not less than 3.0 times. Moody's anticipates that Maximus will remain well within compliance of both financial covenants over the next 12 to 15 months. The stable outlook reflects Moody's expectations that Maximus will generate low single digit revenue and EBITDA growth over the next 12 to 18 months and debt to EBITDA (Moody's adjusted) will gradually decline towards 2.5x level during this period, barring additional debt-funded acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Maximus experiences diversification and growth in its contract and customer base; generates consistent EBITDA margins around 15%; maintains debt to EBITDA below 2.5x; and achieves greater financial flexibility through less reliance on secured debt financing sources. The ratings could be downgraded if Maximus experiences material customer losses; revenue does not grow; EBITDA to interest expense below 4.0x; leverage as measured by debt to EBITDA remains above 3.5x; free cash flow to debt remains below 10%; and if the company engages in more aggressive financial strategies, such as pursuing large debt funded acquisitions or share repurchases. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Maximus (NYSE: MMS), founded in 1975 and headquartered in Tyson, Virginia, is a business process services contractor focused on health and human services programs for the US federal, state and non-US governments. Moody's expects that Maximus will generate revenue of over $5.0 billion in FY2024 (ends September 30). MEDASSETS SOFTWARE: Invesco Dynamic Marks $638,000 Loan at 37% Off ------------------------------------------------------------------ Invesco Dynamic Credit Opportunity Fund has marked its $638,000 loan extended MedAssets Software Intermediate Holdings, Inc. (nThrive TSG) to market at $398,837 or 63% 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 MedAssets Software. The loan accrues interest at a rate of 12.19% (1 mo. Term SOFR + 6.75%) per annum. The loan matures on December 17, 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 Headquartered in Alpharetta, Ga., MedAssets Software Intermediate Holdings, Inc. (dba nThrive) provides healthcare revenue cycle management software-as-a-service (SaaS) solutions, including patient access, charge integrity, claims management, contract management, analytics and education. MERIDIANLINK INC: S&P Rates Upsized $476MM Secured Term Loan 'BB-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to MeridianLink Inc.'s proposed repriced and upsized $476 million senior secured term loan due Nov. 10, 2028. Pro forma for the transaction, S&P Global Ratings-adjusted debt leverage will increase to 4.75x from 4.2x on March 31, 2024. Nevertheless, S&P expects the company's leverage will decrease to below 4.5x by year-end 2024 due to EBITDA growth primarily because of new customer wins and stability in nonmortgage loan application volumes despite a challenging mortgage market. S&P expects the proposed term loan to have a lower interest margin, offsetting some of the higher interest expense resulting from the higher debt balance. S&P understands the company will use proceeds from the facility to repay the existing loan and add cash to the balance sheet for general corporate purposes. The '2' recovery ratings reflect its expectation of substantial (70%-90%; rounded estimate: 75%) recovery for lenders in the event of a payment default. The issuer credit rating remains 'B+'. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- MeridianLink and ML California Sub Inc. (not rated) are the borrowers under the loan agreements. -- MeridianLink's debt capitalization consists of an undrawn $50 million revolving credit facility due 2026 and a $435 million first-lien term loan due 2028 ($426 million outstanding as of March 31, 2024), and a proposed $50 million fungible add-on. -- The first-lien debt is guaranteed by the existing and subsequently acquired material, wholly owned, domestic restricted subsidiaries of the borrowers, subject to customary exceptions, and it ranks pari passu in S&P's simulated recovery waterfall. It assumes collateral provided to first-lien lenders accounts for substantially all of MeridanLink's emergence enterprise value. -- S&P's simulated default scenario contemplates a default in 2028 stemming from a failure to innovate or develop products that gain adoption, intense price competition, poor acquisition integration, substantial decline in loan applications, or a technological failure causing customer attrition, reduction in data quality, and lower profitability. -- S&P said, "We estimate the company would operate as a going concern under a bankruptcy restructuring, with an estimated emergence EBITDA of about $59 million. As such, we used an enterprise value methodology to gauge recovery prospects, applying a 7.0x distressed multiple to our projected EBITDA at emergence." -- S&P's recovery analysis assumes, in a simulated bankruptcy scenario, the first-lien credit facilities (revolving credit facility and term loan) would receive substantial (70%-90%) recovery. Simulated default assumptions -- Simulated year of default: 2028 -- EBITDA at emergence: $59.3 million -- Enterprise valuation multiple: 7.0x -- Gross enterprise value: $415 million The revolving credit facility is 85% drawn at default, and outstanding debt balances include six months of prepetition fees and interest. Simplified waterfall -- Net enterprise value (after 5% administrative costs): About $395 million -- Total first-lien debt claims: About $513 million (including assumed revolving credit facility borrowings) -- Recovery expectations: 70%-90% (rounded estimate: 75%) META MATERIALS: Board Approves 80% Workforce Reduction ------------------------------------------------------ Meta Materials Inc. announced that the Company's Board of Directors approved a workforce reduction of approximately 80% of its employees, which is expected to be completed over the next few weeks. This difficult decision is in response to challenges associated with liquidity and securing additional financing. The Company said it continues to evaluate all available strategic alternatives including, but not limited to, the divestiture of assets, additional financing security and/or the sale of the Company. While all efforts are being expended in this pursuit, no assurances can be made currently regarding the outcome. Without an influx of cash to support operations, the Company faces financial hardship that may result in shuttering facilities and/or bankruptcy proceedings. About Meta Materials Headquartered in Dartmouth, Nova Scotia, Canada,Meta Materials Inc. is an advanced materials and nanotechnology company. The Company is developing materials that it believes can improve the performance and efficiency of many current products as well as allow new products to be developed that cannot otherwise be developed without such materials. The Company has product concepts currently in various stages of development with multiple potential customers in diverse market verticals. Vaughan, Canada-based KPMG LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations and requires additional financing to fund its operations that raise substantial doubt about its ability to continue as a going concern. MICHAEL BAKER: Moody's Affirms 'B2' CFR, Outlook Stable ------------------------------------------------------- Moody's Ratings affirmed Michael Baker International, LLC's B2 corporate family rating, B2-PD probability of default rating, and B2 senior secured first lien term loan due 2028 rating, including a proposed $175 million add-on. At close, the total first lien term loan balance will be $577.4 million. The outlook is stable. Michael Baker is a provider of engineering, planning and consulting services with a focus on civil infrastructure projects. Proceeds from the term loan add-on, along with $4 million of cash on hand and approximately $35 million of future earnout payments, will be used to fund four acquisitions, repay nearly $17 million of preferred equity, and pay related fees & expenses. Concurrently, the company's asset based lending ("ABL") facility will be upsized to $120 million and have its maturity extended to June 2028. The total revenue from the four acquisitions represent nearly 10% of Michael Baker's 2023 net revenue, on a pro forma combined basis. The affirmation of the B2 CFR reflects Moody's expectation that Michael Baker will steadily increase its revenue size and operating scale, while diversifying its capabilities. Moody's anticipates debt to EBITDA will trend towards 4x over the next 12 to 18 months while the company generates modest free cash flow of around $15 million and EBITA to interest in a low 2x range in 2024. The rating incorporates Moody's view that the company will continue an aggressive, debt-funded acquisition growth strategy. RATINGS RATIONALE The B2 CFR reflects the company's modest free cash flow generation, moderate debt to EBITDA leverage of about 4.6x for the twelve months ending March 31, 2024 pro forma for the proposed debt raise and acquisitions, and modest size in the highly competitive and fragmented US infrastructure services sector. Moody's expects strong organic revenue growth in a low double digits percentage range, supported by a growing backlog and good demand from government spending on infrastructure in the US, supplemented by funding from the Infrastructure Investment and Jobs Act ("IIJA") over the next several years. The credit profile is supported by the company's operating history and longstanding customer relationships given the importance in accurately predicting projects costs to allow for competitive bidding while maintaining profitable pricing. The rating also reflects Moody's expectation of modest profitability with EBITA margins sustained around 10% on a gross revenue basis, and sustained high benchmark interest rates will limit meaningful increases in free cash flow in 2024. The company's revenue is heavily concentrated on US transportation infrastructure spending, which is subject to unpredictable project timing and cyclical spending. The company must also maintain a highly skilled workforce. The senior secured first lien term loan is rated B2, the same as the corporate family rating as this loan comprises the bulk of the company's funded debt. The term loan is collateralized on a second lien basis by all assets that collateralize the revolver and holds a first lien claim on remaining assets. The $120 million asset-based revolver is collateralized by substantially all assets of the obligor and guarantors with a first lien on receivables and a second lien on other assets. All of the company's debts are obligations of Michael Baker International, LLC and are guaranteed by domestic subsidiaries. Moody's considers Michael Baker's liquidity to be adequate supported by nearly $23 million of cash pro forma for the proposed acquisitions at March 31, 2024, access to an undrawn $120 million ABL facility expiring June 2028 and Moody's expectation of around $25 million of free cash flow in 2024 that will sufficiently cover nearly $6 million in annual mandatory debt amortization payments. Moody's expects that the company may need to access the ABL facility to make contingent earnout payments used to fund acquisitions or fund seasonal working capital requirements in the first half of the year. The company also pays a recurring dividend to preferred equity holders of around $12 million on an annual basis. The stable outlook reflects Moody's expectations for good organic revenue growth around 10% and adequate liquidity supported by positive 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 downgraded if free cash flow declines to below 1% of free cash flow to debt, EBITA to interest coverage does not approach 2.0x or if Moody's expects debt to EBITDA will approach 6.0x. The ratings could be upgraded if the company sustains annual free cash flow to debt in the high single digits, reduces reliance on its ABL facility and maintains debt to EBITDA near 4.0x. Headquartered in Pittsburgh, Pennsylvania, Michael Baker International, LLC specializes in engineering, planning, and consulting services for civil infrastructure projects such as highways, dams, bridges, and water systems. Moody's estimates that Michael Baker's gross revenues will be around $1.2 billion in 2024. The company is majority-owned by affiliates of private equity sponsor DC Capital Partners, LLC. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. MID-STATES PAINT: Hires William Alverson CPA LLC as Accountant -------------------------------------------------------------- Mid-States Paint, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ William Alverson CPA, LLC as accountant. The firm will prepare financial statements and prepare state and federal tax returns for the 2023 and 2024. The firm will be paid at $260 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. William Alverson, a partner at William Alverson CPA, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William Alverson William Alverson CPA, LLC 1762 Janet Place Kirkwood, MO 63122 Tel: (314) 517-5246 About Mid-States Paint, LLC Mid-States Paint, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-40277) on Jan. 29, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Bonnie L Clair presides over the case. Spencer P. Desai, Esq. at The Desai Law Firm, LLC represents the Debtor as counsel. MOLD-RITE PLASTIC: Invesco Dynamic Marks $939,000 Loan at 18% Off ----------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $939,000 loan extended to Mold-Rite Plastics LLC (Valcour Packaging LLC) to market at $772,638 or 82% 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 Mold-Rite Plastics. The loan accrues interest at a rate of 9.19% (1 mo. USD LIBOR + 3.75%) per annum. The loan matures on October 4, 2028. 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 Mold-Rite Plastics, LLC produces and distributes plastic products. The Company offers hinged single flap dispensing, strap caps, plugs, disc tops, open spouts, cover caps, and jars. Mold-Rite Plastics markets its products to pharmaceutical, food, chemical, personal care, and automotive sectors. MOSHE SILBER: To Auction Assets on July 25 ------------------------------------------ Pursuant to (a) Section 90610 of the Uniform Commercial Code as in effect in the State of New York and 9b) the Security Agreement dated as of June 2, 2022, by and among, Moshe Silber ("borrower"), Westwood Jackson Apts MM LLC ("Westwood MM"), and CBRM Realty Inc. ("CBRM")("Debtors"), and Acquiom Agency Services LLC, as secured party, will offer for sale at public sale all right, title and interests of the Debtors in and to these collateral: a) Lot 1 consisting of 100% of the limited liability company membership interests in RH Dearborn Redevelopment JV LLC and al proceeds; b) Lot 2 consisting of 100% of the limited liability company interests in Fox Capital LLC and all proceeds; c) Lot 3 consisting of (x) 100% of the limited liability company membership interests in Westwood Jackson Apts MMC LLC and (y) 100% of the limited liability company interests in Westwood Jackson Apts LLC, and all proceeds; and d) Lot 4 consisting of 49% of the limited liability company membership interests in 100 Philipps Parkway LLC and all proceeds. Auctions will be held on July 25, 2024, at 10:00 a.m. (New York City Time) via a web-based video conference and telephonic conferencing program selected by the secured party access to which will be made available to qualified bidders. All inquiries concerning the sale, contact CBRE Capital Markets at CBREuccsales@cbre.com. NAVEO INC: Case Summary & 11 Unsecured Creditors ------------------------------------------------ Debtor: Naveo Inc. d/b/a Naveo Marketing d/b/a Creative Consulting 10150 W. National Ave. Milwaukee, WI 53227 Business Description: NAVEO specializes in B2B printing, full- service B2B marketing, social media marketing, SEO and industry-specific branding. Chapter 11 Petition Date: May 10, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-06990 Judge: Hon. Deborah L. Thorne Debtor's Counsel: Jeffrey K. Paulsen, Esq. FACTORLAW 105 W. Madison St., Suite 2300 Chicago, IL 60602 Tel: 312-878-6976 Email: jpaulsen@wfactorlaw.com Total Assets: $357,689 Total Liabilities: $1,288,957 The petition was signed by Ilija Nedev as president. 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/K4Y6IGY/Naveo_Inc__ilnbke-24-06990__0001.0.pdf?mcid=tGE4TAMA NEPHROS INC: Incurs $169K Net Loss in First Quarter --------------------------------------------------- Nephros, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $169,000 on $3.52 million of total net revenues for the three months ended March 31, 2024, compared to a net loss of $306,000 on $3.70 million of total net revenues for the three months ended March 31, 2023. As of March 31, 2024, the Company had $11.42 million in total assets, $3.24 million in total liabilities, and $8.18 million in total stockholders' equity. As of March 31, 2024, the Company had an accumulated deficit of $144.6 million and it may incur additional operating losses from operations until such time, if ever, that it is able to increase product sales and/or licensing revenue to achieve profitability. "Based on cash that is available for our operations and projections of our future operations, we believe that our cash balances will be sufficient to fund our current operating plan through at least the next 12 months from the date of issuance of the consolidated financial statements in this Quarterly Report on Form 10-Q. Additionally, our operating plans are designed to help control operating costs, to increase revenue, and to raise additional capital until such time as we generate sufficient cash flows to fund operations. If there were a decrease in the demand for our products due to either economic or competitive conditions, or if we are otherwise unable to achieve our plan or achieve our anticipated operating results, there could be a significant reduction in liquidity due to our possible inability to cut costs sufficiently. In such event, the Company may need to take further actions to reduce its discretionary expenditures, including further reducing headcount, reducing spending on R&D projects, and reducing other variable costs." Management Comments Robert Banks, president and chief executive officer, commented, "We continue to see strong growth of the core business as demonstrated by 12% growth year-over-year in programmatic business, which we define as regular and recurring, non-emergency response (ER) sales. Moreover, our operational prudence and disciplined deployment of capital further contributes to our steady advancement towards solid financial performance." Robert Banks continued, "Given the unpredictable nature of ER orders, we are bolstered by the gains in our repeating business and customer loyalty. With this foundation, we are judiciously investing in the development of enhanced capabilities to extend our competitive advantages to address water quality and safety challenges." "We have taken an exciting step forward with the creation of an online filter tracker. This advancement will allow customers to more easily manage their Nephros filters with automated replacement reminders and documentation of installations and inventory. These features are just the beginning -- we will continue to explore ways of creating and capturing value in the digital space," said Robert Banks. "Additionally, Nephros is exploring how to best support those in need of nano and microplastic (NMP) filtration. With our ability to retain microorganisms with the smallest pore size on the market, we are uniquely suited to address NMPs, especially nanoplastics." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1196298/000149315224018483/form10-q.htm About Nephros South Orange, New Jersey-based Nephros, Inc. -- http://www.nephros.com/-- provides innovative water filtration products and services, along with water-quality education, as part of an integrated approach to water safety. Nephros, Inc., reported a net loss of $1.57 million in 2023, a net loss of $7.11 million in 2022, a net loss of $3.87 million in 2021, a net loss of $4.53 million in 2020, a net loss of $3.18 million in 2019, and a net loss of $3.32 million for the year ended Dec. 31, 2018. NEXTDECADE CORP: Posts $28.3 Million Net Income in First Quarter ---------------------------------------------------------------- NextDecade Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income attributable to common stockholders of $28.35 million on $0 of revenues for the three months ended March 31, 2024, compared to a net loss attributable to common stockholders of $34.05 million on $0 of revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $4.17 million in total assets, $3.04 million in total liabilities, and $1.13 million in total equity. NextDecade said, "The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue until the commencement of operations at the Rio Grande LNG Facility and, as a result, the Company will require additional capital to fund its operations and execute its business plan. As of March 31, 2024, the Company had $45.8 million in cash and cash equivalents and available commitments of $26.2 million under a revolving loan facility, which may not be sufficient to fund the Company's planned operations and development activities for future phases of the Rio Grande LNG Facility, including expected pre-FID spending for Train 4, and CCS projects through one year after the date the consolidated financial statements are issued. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern. The analysis used to determine the Company's ability to continue as a going concern does not include cash sources outside of the Company's direct control that management expects to be available within the next twelve months. "The Company plans to alleviate the going concern issue by obtaining sufficient funding through additional equity, equity-based or debt instruments or any other means and by managing certain operating and overhead costs. The Company's ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not limited to, the market demand for the Company's equity or debt securities, which itself is subject to a number of business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are satisfactory to the Company. In the event the Company is unable to obtain sufficient additional funding, there can be no assurance that it will be able to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1612720/000162828024022349/next-20240331.htm About NextDecade Corporation NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG and the capture and storage of CO2 emissions. The Company is constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley in Brownsville, Texas, which currently has three liquefaction trains and related infrastructure under construction. Houston, Texas-based Grant Thornton LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 11, 2024, citing that the Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue for the foreseeable future. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. NUMBER HOLDINGS: Gellert Seitz Files Rule 2019 Statement -------------------------------------------------------- The law firm of Stradley, Ronon, Stevens & Young, LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases Number Holdings Inc., and affiliates, the firm represents more than one creditor. On or about April 30, 2024, GSBB was retained to represent Jerry Fein, Trustee of the Fein Family Trust in the chapter 11 cases. On or about April 29, 2024, GSBB was retained to represent TNG Muir, LLC, NG19, LP, TNG ES, LLC, TNG BF, LLC, Niki Riverside, LP, TNG Green Valley, LP, Niki Holdings, LP, Unified-Niki II, LLC (collectively, the "TNG Entities") in the chapter 11 cases. On or about April 24, 2024, GSBB was retained as local co-counsel to represent 99SD Holdings, LLC in the chapter 11 cases. The Creditors' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Jerry Fein, Trustee of the Fein Family Trust 1815 Paseo Del Sol Palos Verdes Estates CA 90274 * Jerry Fein, Trustee of the Fein Family Trust has claims against Debtor 99 Cents Only Stores LLC for amounts due and owing under such lease and additional amounts that may come due under the lease. 2. TNG Muir, LLC, NG19, LP, TNG ES, LLC, TNG BF, LLC, Niki Riverside, LP, TNG Green Valley, LP, Niki Holdings, LP, Unified-Niki II, LLC 11720 El Camino Real Suite 250 San Diego, CA 92130 * TNG Muir, LLC, et al., are in the process of evaluating their claims and have not yet filed a proof of claim. 3. 99SD Holdings, LLC c/o MNG Real Estate Investments, LLC 30 9171 Towne Centre Drive, Suite 335 31 San Diego, CA 92122 * 99SD Holdings, LLC has claims against Debtor 99 Cents Only Stores LLC for amounts due and owing under such lease and additional amounts that may come due under the lease. Counsel to the Debtors: GELLERT SEITZ BUSENKELL & BROWN, LLC Michael Busenkell, Esq. 1201 North Orange Street, Suite 300 Wilmington, Delaware 19801 Telephone: (302) 425-5812 Facsimile: (302) 425-5814 Email: mbusenkell@gsbblaw.com About Number Holdings Founded in 1982, 99 Cents Only Stores LLC -- http://www.99only.com/ -- operate over 370 "extreme value" retail stores in California, Arizona, Nevada and Texas under the business names "99¢ Only Stores" and "The 99 Store." The Company offers its customers a wide array of quality products -- from everyday household items, to fresh produce, deli, and other grocery items, to an assortment of seasonal and party merchandise -- many of which are still priced at or below 99.99 cents. The Company's stores are primarily located in urban areas and underserved communities, many of which lack close access to traditional grocery stores. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10719) on April 7, 2024. In the petition signed by Christopher J. Wells, as chief restructuring officer, the Debtor disclosed up to $10 billion in both assets and liabilities. Judge Kate Stickles oversees the case. The Debtors tapped Milbank LLP as general bankruptcy counsel, Morris, Nichols, Arsht & Tunnel LLP as Delaware bankruptcy counsel, Jefferies LLC as investment banker, Alvarez & Marsal North America, LLC as financial advisor, Hilco Merchant Resources, LLC and Hilco Real Estate, LLC as retail consultant and real estate consultant, and Kroll Restructuring Administration LLC as claims and noticing agent. NUWELLIS INC: Reports $4.3-Mil. Net Loss in 2024 First Quarter -------------------------------------------------------------- Nuwellis Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $4.3 million on $1.9 million of net sales for the three months ended March 31, 2024, compared to a net loss of $6.5 million on $1.83 million of net revenue for the three months ended March 31, 2023. During the years ended December 31, 2023 and 2022 and through March 31, 2024, the Company incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. As of March 31, 2024, the Company had an accumulated deficit of $292 million and it expects to incur losses for the immediate future. To date, the Company has been funded by equity financings, and although the Company believes that it will be able to successfully fund its operations, there can be no assurance that it will be able to do so or that it will ever operate profitably. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/367evjnm About Nuwellis Inc. Eden Prairie, Minn.-based Nuwellis, Inc. is focused on developing, manufacturing, and commercializing medical devices used in ultrafiltration therapy, including the Aquadex System. The Aquadex SmartFlow system is indicated for temporary (up to 8 hours) or extended (longer than 8 hours in patients who require hospitalization) use in adult and pediatric patients weighing 20kg or more whose fluid overload is unresponsive to medical management, including diuretics. As of March 31, 2024, the Company has $6.7 million in total assets, $5.8 million in total liabilities, and $885,000 in total stockholders' equity. Minneapolis, Minn.-based Baker Tilly US, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 11, 2024, citing that the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and needs additional working capital. These are the reasons that raise substantial doubt about its ability to continue as a going concern. NUZEE INC: Incurs $2.1 Million Net Loss in Quarter Ended Dec. 31 ---------------------------------------------------------------- NuZee, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.15 million on $1.35 million of net revenues for the three months ended Dec. 31, 2023, compared to a net loss of $2.18 million on $1.14 million of net revenues for the three months ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $4.57 million in total assets, $3.58 million in total liabilities, and $986,439 in total stockholders' equity. "Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets, raising capital and the commercialization and manufacture of its single serve coffee products. The Company has grown revenues from its principal operations; however, there is no assurance of future revenue growth similar to historical levels. As of December 31, 2023, the Company had cash of $432,154 and working capital of $85,187. However, the Company has not attained profitable operations since inception. The accompanying consolidated financial statements have been prepared in accordance with GAAP, which contemplates continuation of the Company as a going concern. The Company has had limited revenues, recurring losses and an accumulated deficit. These items raise substantial doubt as to the Company's ability to continue as a going concern," Nuzee said in the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1527613/000149315224017832/form10-q.htm About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee and technologies company and a co-packer of single serve pour over coffee in the United States, as well as a preeminent co-packer of coffee brew bags, which is also referred to as tea-bag style coffee. Nuzee reported a net loss of $8.75 million for the year ended Sept. 30, 2023, a net loss of $11.80 million for the year ended Sept. 30, 2022, a net loss of $18.55 million for the year ended Sept. 30, 2021, a net loss of $9.52 million for the year ended Sept. 30, 2020, and a net loss of $12.21 million for the year ended Sept. 30, 2019. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. OWENS & MINOR: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDR) of Owens & Minor, Inc. (OMI) and its subsidiaries at 'BB-'. Fitch has also affirmed the long-term secured debt ratings of OMI and its subsidiaries at 'BB+'/'RR2' and the long-term senior unsecured debt ratings of OMI at 'BB-'/'RR4'. The Rating Outlook is Stable. OMI's 'BB-' IDR reflects its strong growth platform in home-based care products and services, its solid foundation as a distributor of critical products to hospitals and physicians and focus on continuously improving customer service. Those strengths are offset by its concentrated customer base, dependence on certain significant suppliers, and its material indebtedness relative to expected FCF. OMI is expected to perform outside of Fitch negative sensitivities for 2024, but return to be in line by YE 2025. That belief is based primarily on the expectation that OMI will grow EBITDA and reduce debt (including borrowings under its receivables factoring program) to return EBITDA leverage below 4.0x and Cash flow-capex/Debt to approximately 5%. OMI has developed a sound plan for organic and external growth that should enhance profitability and, in particular, the quality of its earnings over the medium term. KEY RATING DRIVERS Strong Position as Medical Products Distributor: OMI has a comprehensive portfolio of products and services to serve primarily the acute care hospital and physician markets through an extensive network of distribution centers. Over the medium term, Fitch believes OMI has upside growth potential as it leverages its scale, enhances its efficiency through technology investments and grows its portfolio of proprietary products. Fitch believes that management has adopted a sound plan to deal with many of the pressures that emerged from the pandemic (excess product supply, inflation, competitor pricing). All of these actions are expected to improve profitability. Favorable Outlook for Home Healthcare: The outlook for increased demand for products and services in the home health care market represents an opportunity for continued growth, and the Apria acquisition fits well in this market. Fitch believes that the aging population of the U.S., rising levels of chronic conditions and an increasing preference for home care will contribute to high single digit revenue growth. In addition, the home-based care market offers higher margins compared to the core distribution business of medical products. The growing demand for home-based care is also well aligned with the focus of payors and physicians pursuing more value-based care models. EBITDA Momentum Building, Albeit Slowly: Fitch adjusted EBITDA is expected to grow in 2024, albeit modestly as demand for products from OMI's core distribution customers begins to accelerate. The slower than anticipated EBITDA generation since the Apria acquisition has been driven primarily by the decline in PPE revenues attributable to both reduced glove pricing and demand for COVID-19 related products. In addition, the realization of incremental earnings from expanded product offerings, sales of more OMI-branded products and optimization of the cost structure in the PH&S business is expected to gain momentum over the medium term. Light Cash Conversion: Fitch notes that OMI's FCF relative to its EBITDA is thin; this appears to be a function of both unfavorable changes in working capital and heightened levels of exit and re-alignment costs. Continued heavy reliance on external sources of liquidity such as its revolving credit facility, receivables finance agreement or receivables purchasing agreement (factoring program) signals that OMI is struggling to generate sufficient CFO to fund working capital investments and capital expenditures independently. Competitive Environment: The medical-surgical supply distribution industry in the U.S. is highly competitive and characterized by pricing pressure. Fitch expects margin pressure to continue over the coming years. OMI competes with other national distributors, including Cardinal Health, Inc. (BBB/Positive) and Medline Borrower, LP (B+/Stable), and a number of regional and local distributors, as well as customer self-distribution models and, to a lesser extent, certain third-party logistics companies. OMI's success depends on its ability to compete on price, product availability, delivery times and ease of doing business while managing internal costs and expenses. OMI's focus on customer service has helped it improve retention and prevent additional contract losses, as seen in prior years. Customer Concentration: OMI's 2023 10-K stated that its top 10 U.S. customers represented approximately 20% of its consolidated net revenue, which is lower than percentage of 26% for 2022. Additionally, in 2023, approximately 64% of its consolidated net revenue was from sales to member hospitals under contract with its largest group purchasing organizations (GPOs): Vizient, Inc.; Premier, Inc.; and Healthcare Performance Group, which slightly lower than the 66% in 2022. As a result of this concentration, OMI could lose a significant amount of revenue due to the termination of a key customer or GPO relationship. However, the termination of a GPO relationship would not necessarily result in the loss of all of the member hospitals as customers, but a GPO termination or the loss of a significant individual health care provider customer relationship could adversely affect OMI's debt-servicing capabilities. DERIVATION SUMMARY OMI's 'BB-' Long-Term IDR reflects its strong growth platform in home-based care products and services, its solid foundation as a distributor of critical products to hospitals and physicians and focus on continuously improving customer service. Those strengths are offset by its concentrated customer base, dependence on certain significant suppliers, and its material indebtedness relative to expected FCF. Fitch expects OMI's EBITDA leverage to fluctuate between 3.5x-4.5x over the medium term. OMI's much higher leverage and smaller scale compared with other distributors such as Cardinal Health (BBB/Positive) and McKesson Corp. (A-/Stable) lead Fitch to rate the company below those peers. OMI competes with other large national distributors, such as Medline (B+/Stable); customer self-distribution models; and, to a lesser extent, certain third-party logistics companies. In contrast to other larger distributors, Fitch considers OMI less diversified in terms of customers, revenues and suppliers. Apria has helped to improve OMI's profile by offering higher-margin growth through the patient direct marketplace. Fitch uses the strong parent approach to assess the overall linkage between OMI and its subsidiaries. The assessment reflects high legal, operational and strategic incentives between the parent and subsidiaries. Fitch consolidated the parent and subsidiary IDRs in light of those strong ties. A key legal factor is that across the entire capital structure, there are cross-default provisions between the company's revolving credit agreement, term loan agreement, 2024 notes, 2029 notes, 2030 notes and a receivables financing agreement. KEY ASSUMPTIONS - Revenue increases at a 2% CAGR over the forecast period through 2027; - Operating EBITDA margins remain steady at approximately 5% reflecting continued benefits from growth in higher-margin, home health care products and services offset by persistent effects from inflation and realignment costs that are included in EBITDA; - CFO along with external sources of working capital borrowing will be sufficient to fund internal growth and capex of approximately 2.0%-2.3% of revenue; - Effective interest expense increases with the rise in Secured Overnight Financing Rate to approximately 6.5%-7.0% over the forecast, offset by debt reduction over the same period; - The change in working capital is assumed to dampen CFO, but CFO may vary materially depending on growth in inventories and receivable turnover; - 2024 secured notes and 2027 Term Loan A are assumed to be paid; EBITDA leverage fluctuates between 3.5x-4.5x over the forecast period depending on the use of receivables factoring, which offsets reported debt reduction; - No material acquisitions, common dividends or share repurchases are assumed over the forecast period through 2027. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued reduced dependence on short-term borrowing for working capital needs; - Top-line growth sustained at 4% or higher, balanced across segments and geographies and supported by consistent service levels and customer persistency; - Gross EBITDA leverage sustained below 3.0x and Cash flow-capex/Debt above 7.5%. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Substantial dependence on external liquidity facilities for working capital needs; - Increased level of debt for shareholder returns (dividend or share repurchases) or highly leveraged acquisitions that are expected to raise business and financial risks without sufficient returns; - Loss of health care provider customers or a GPO that causes a material loss of revenue and EBITDA; - Gross EBITDA leverage sustained above 4.0x and Cash flow-capex/Debt sustained below 5.0%. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: OMI's primary sources of liquidity comprise cash flow from operations (CFO) and a revolving credit facility of up to $450 million. Fitch notes that OMI's FCF relative to its EBITDA is thin; this appears to be a function of both unfavorable changes in working capital and heightened levels of exit and re-alignment costs. Continued heavy reliance on external sources of liquidity such as the its revolving credit facility, receivables finance agreement or receivables purchasing agreement (factoring program) signals that OMI is struggling to generate sufficient CFO to fund working capital investments and capital expenditures independently. In March 2023, OMI entered into a Master Receivables Purchase Agreement with an aggregate outstanding amount not to exceed $200 million. As of March 31, 2024, and Dec. 31, 2023, there were a total of $103 million and $124 million of uncollected accounts receivables that had been sold and removed from OMI's consolidated balance sheet. Fitch has reinstated the balance of uncollected receivables on the balance sheet with a related addition to debt; in addition, cash flows from operating and financing activities have also been adjusted in accordance with Fitch's Corporate Rating Criteria. Favorable Maturity Profile: Over the forecast period, OMI has a note maturity in December 2024 for $171 million and Term Loan A maturity in March 2027 for $393 million. Thereafter, the balance of its debt is due in 2029 and 2030. Available cash and FCF are expected to service debt interest, amortization and the debt maturities during this the forecast period through 2027. Thereafter, Fitch assumes OMI will refinance its balance of notes and Term Loan B at an assumed interest rate of approximately 7.25%. Fitch believes that the debt incurred to finance the acquisition of Apria will dampen FCF over the forecast period because of the higher for longer level of SOFR, which is expected to range from 4.5% to 5.3%. ISSUER PROFILE Owens & Minor, Inc. and subsidiaries, a Fortune 500 company headquartered in Richmond, VA, is a global health care solutions company that incorporates product manufacturing, distribution support and technology services to deliver products and services to health care industry customers in approximately 80 countries. SUMMARY OF FINANCIAL ADJUSTMENTS Historical and projected EBITDA are adjusted principally for nonrecurring expenses, including acquisition related costs. Fitch has reinstated the balance of accounts receivables that were treated as sold under OMI's Master Receivables Purchase Agreement on the balance sheet with a related addition to debt; accordingly, cash flows from operating and financing activities have also been adjusted. 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 ----------- ------ -------- ----- Barista Acquisition I, LLC LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ O&M Halyard, Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ Owens & Minor, Inc. LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- senior secured LT BB+ Affirmed RR2 BB+ Byram Healthcare Centers, Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ Owens & Minor Medical, Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ Barista Acquisition II, LLC LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ Owens & Minor Distribution, Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ PACKERS HOLDINGS: Fitch Lowers LongTerm IDR to 'CCC' ---------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) of Packers Holdings, LLC's (PSSI) to 'CCC' from 'B-' and its outstanding term loans and revolver to 'CCC'/'RR4' from 'B'/'RR3'. The downgrade reflects the company's constrained liquidity and heightened refinancing risk as customer attrition has impaired its recent financial performance. The pace of cash outflows is greater than previously projected and FCF is expected to remain negative in 2024 and 2025, pressuring the company's limited liquidity. Fitch believes there is a heightened risk that a refinancing of the mezzanine debt due in 2025 may lead to a distressed debt exchange. PSSI's operations are showing signs of stabilization as the company signed new projects but a turnaround is subject to execution risks. Fitch expects PSSI's Fitch expects EBITDA leverage to remain elevated through the forecast period even if the company addresses its refinancing needs over the next 12 months-18 months. KEY RATING DRIVERS Refinancing Risks: PSSI has about $270 million in mezzanine debt due in December 2025. Fitch expects the closely held nature of the debt could help mitigate the refinancing risk. However, the operational challenges heighten the distressed debt exchange risk. A debt restructuring or exchange imposing a material reduction in original terms to avoid a default would be considered a distressed debt exchange under Fitch's Corporate Rating Criteria. Customer Churn Constrain Flexibility: PSSI saw its project portfolio contract in 2023, leading sales to decline by 14% YoY to $1.1 billion. PSSI has been able to retain a number of key customer relationships though. Combined with a lag in passing through higher costs to customers, elevated operating costs associated with starting newly projects and higher than expected capex and investments, PSSI's FCF turned negative while EBITDA Interest Coverage fell under 1x in 2023. PSSI's total liquidity eroded to $51 million at the end of 2023 including $31 million of cash. The company has exercised the paid-in-kind toggle feature on its mezzanine debt to save on interest costs. Fitch expects FCF to moderate but remain negative in 2024, pressuring the company's liquidity with the company likely needing to draw on its revolver. New Project Wins: Management has indicated the company has received a strong inflow of request for proposals (RFPs) in the second half of 2023 with a healthy conversion into project wins. The Department of Labor has widened its scrutiny on child labor violations across the industry and peers. The company's recent investments in compliance and size and scale have helped the company maintain its competitive position and win new projects. According to management, revenue is expected to be up low single digit in the second half of 2024 with EBITDA margins starting to recover. Fitch expects the company's financial performance to improve over the forecast horizon as new projects ramp and through price recovery. Weak Leverage, Coverage Metrics: Fitch expects PSSI's EBITDA leverage and EBITDA Interest coverage metrics to remain weak in 2024 and 2025, at levels that reflect the 'CCC' rating. Fitch's base case anticipates that EBITDA leverage will likely remain above 10x through 2025, with potential to improve thereafter. EBITDA Interest coverage may end 2025 around or below 1x, indicative of PSSI's limited financial flexibility. Market Position; Necessity of Service: Fitch believes the company's credit profile are supported by its clear and strong position and regulatory barriers. PSSI is the largest contract sanitation company for the food processing industry in North America, PSSI has a limited set of competitors that can fully service large plants or quickly relocate resources to address customer needs. Many U.S. protein plants are USDA-inspected daily prior to opening. Protein plants must pass these inspections or be subject to fines, citations and production delays with costs running in the tens-of-thousands of dollars per hour. In addition, non-protein plants are regularly reviewed by the FDA with end customers such as Walmart, McDonalds and Subway driving higher sanitation standards. DERIVATION SUMMARY Packer's 'CCC' rating reflects the company's limited liquidity, strained FCF and high leverage. Fitch also considers the refinancing risk over the next 18 months-24 months as PSSI's mezzanine debt matures in December 2025. The company's cash flows and financial flexibility have been challenged by the elevated levels of customer attrition following the Department of Labor's investigations into PSSI. KEY ASSUMPTIONS - Sales to decline YoY in the first half of 2024 as customer attrition weigh on the company but sales to stabilize in the second half; - EBITDA margins contract under pressure near term but return to historical levels over time; - Capital intensity of about 1% to 2% of sales over the forecast period; - Limited litigation risk stemming from the federal investigation; - Effective interest rate in the 8%-9% range through FY27. RECOVERY ANALYSIS The recovery analysis assumes that PSSI would be reorganized rather than liquidated, and would be considered on a going concern basis. Fitch has assumed a 10% administrative claim in the recovery analysis. In Fitch's recovery analysis, a potential default is caused by loss of customers and customer churn. PSSI's Going Concern (GC) EBITDA reflect Fitch's view of a sustainable, post-reorganization EBITDA level. PSSI is currently showings of distress and Fitch believes EBITDA is approaching trough levels. Fitch believes a GC EBITDA level will improve as sales and margins recover as the company emerges from distress. Fitch expects the EV multiple used in PSSI's recovery analysis will be approximately 5.5x. Fitch believes the company's business profile and market position are strong, despite the highly levered capital structure. PSSI consistently generated positive FCF and stable margins while growing organically. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - The successful refinancing of the 2025 mezzanine debt and avoidance of a distressed debt exchange according to Fitch's Corporate Rating Criteria; - Demonstrated execution on operational improvements and margin enhancements that lead to sustained neutral to positive FCF; - EBITDA Interest Coverage sustained around or above 1.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Inability to refinance the 2025 mezzanine debt without a material reduction in debt terms that is considered a distressed debt exchange according to Fitch's Corporate Rating Criteria; - Sustained negative FCF margins resulting in a deterioration in liquidity; - EBITDA interest coverage sustained below 1.0x. LIQUIDITY AND DEBT STRUCTURE Constrained Liquidity: As of Dec. 31, 2023, Packers had $31 million in cash as of YE 2023 and $20 million available on its revolver. FCF expects PSSI's liquidity to erode as FCF is forecasted to remain negative in 2024 with the company needing to utilize its revolver. PSSI also needs to service the $12.5 million in annual amortization on its $1.2 billion in senior secured term loans due in 2028. Fitch believes PSSI may rely on off-market options to refinance the approximately $270 million in mezzanine debt due in December 2025. The closely held nature of the mezzanine debt could mitigate the refinancing risk. ISSUER PROFILE Packers Holdings is North America's largest and only nationwide provider of mission-critical outsourced cleaning and sanitation services to the growing food processing industry. The company and its subsidiaries serves a broad customer base of protein and non-protein (e.g., bakery, produce, snack food) processing plants. ESG CONSIDERATIONS Packers Holdings, LLC has an ESG Relevance Score of '4' for Labor Relations & Practices due to the recent Department of Labor investigation that is leading to customer attrition, which has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. Packers Holdings, LLC has an ESG Relevance Score of '4' for Management Strategy due to concerns on inadequate risk governance and controls or possibly misaligned incentives contributing to alleged labor violations, which has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. Packers Holdings, LLC has an ESG Relevance Score of '4' for Governance Structure due to its exposure to board independence risk, due to sponsor ownership and the potential for aggressive shareholder distributions which also has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Packers Holdings, LLC LT IDR CCC Downgrade B- senior secured LT CCC Downgrade RR4 B PRECIPIO INC: Secures $250,000 Loan from Altbanq ------------------------------------------------ Precipio, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on May 1, 2024, the Company entered into a Business Loan and Security Agreement, by and between the Company, as borrower, and Altbanq Lending LLC, as lender, pursuant to which the Company obtained a loan from the Lender in the principal amount of $250,000, which includes origination fees of $3,750. According to the Loan Agreement, the Company granted the Lender a continuing security interest in certain collateral. Furthermore, the Company's Chief Executive Officer, provided a personal guaranty for the Secured Loan. Under the Loan Agreement, the Company received the Loan net of fees of $5,000. The Loan has an interest rate of 20%, such that pursuant to the Loan Agreement, the Company is obligated to pay the Lender 52 payments of $5,769.24 on a weekly basis and the total sum of Loan and Interest (not including any fees) before a total repayment amount of $300,000. If the Company defaults on payments then a default fee of $15,000 shall be payable to the Lender. The Company has the right, at its discretion, to request the Lender to loan an additional amount of up to $250,000 on the same terms and conditions, provided that there has been no material change in the Company's finances. The Loan Agreement provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. After the occurrence and continuance of an event of default the Lender has the option to accelerate payment of all obligations and terminate the Lender's commitments under the Loan Agreement. "We are addressing a short-term operational situation with the appropriate financing tool to remedy the problem, and ensure the company maintains adequate operating liquidity", said Ilan Danieli, Precipio's CEO. "We believe this is a short-term situation rather than a material change to the business, and therefore we felt that a loan facility that the company can access and pay back at its discretion is a suitable vehicle. We are committed to the continued path towards profitability, and believe this is a temporary bump in that road." A full-text copy of the Loan Agreement is available at https://tinyurl.com/yef4pa8b About Precipio Omaha, Neb.-based Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a healthcare solutions company focused on cancer diagnostics. Its business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents, and services. New Haven, Conn.-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PRECISION DRILLING: Fitch Hikes LongTerm IDR to BB-, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has upgraded Precision Drilling Corporation's (Precision) Long-Term Issuer Default Rating (IDR) to 'BB-' from 'B+'. Fitch has also upgraded Precision's senior unsecured ratings to 'BB-'/'RR4' from 'B+'/'RR4' and affirmed the senior secured revolver at 'BB+'/'RR1'. The Rating Outlook is Stable. The upgrade to 'BB-' reflects the company's execution on material gross debt reduction initiatives, improved through-the-cycle leverage metrics, strong liquidity, manageable maturity profile and consistently positive FCF generation which supports further debt reduction. Offsetting factors include uncertainty around increases in E&P development spending and rig counts amid weak natural gas prices. KEY RATING DRIVERS Debt Reduction Drives Upgrade: Management's conservative financial policy and execution on material gross debt reduction initiatives has reduced through-the-cycle leverage and better positions Precision to withstand future downturns. Gross debt reduction totaled CAD152 million in 2023, and the company has repaid approximately CAD750 million of gross debt since 2018. The company remains on track to reduce debt by an additional CAD175 million in 2024 after which approximately CAD425 will be repaid on management's CAD600 million debt reduction target between 2022-2026. Fitch believes this debt reduction target is achievable by 2026 and is supported by the strong forecast FCF and supportive medium-term macro environment. Favorable Canadian Fundamentals; U.S. Weakness: Fitch forecasts strong EBITDA of approximately CAD525 million for Precision in 2024, supported by a tight Canadian market and elevated dayrates. The company's Canada segment (approximately 45% of total revenue) averaged 73 active drilling rigs in 1Q24 with revenue per utilization day of CAD35,596, up from 69 and CAD32,304 in 1Q23, respectively. Management projects demand for Super Series rigs in Canada will remain robust and supports high utilization rates as the Trans Mountain pipeline expansion begins operation and with start-up activities of liquified natural gas (LNG) Canada underway. Fitch believes the currently depressed natural gas prices and rig losses from M&A activity will weigh on the company's U.S. segment in 2024 (approximately 45% of total revenue). Overall U.S. industry activity was down nearly 20% in 1Q24 versus 1Q23 and U.S. rig dayrates have fallen to $32,867 from $34,963 in the same period, respectively. Fitch forecasts near-term weakness although supportive long-term natural gas fundamentals, including additional LNG export capacity in 2024-2026, should help lift gas demand and support the segment in the medium and long-term. Strong Near-Term FCF: Fitch's forecasts over CAD200 million of annual FCF in 2024 and 2025, assuming relatively stable rig counts and supportive dayrates. Management has guided toward a 2024 capital budget of CAD195 million, (approximately CAD155 million of maintenance and CAD40 million for upgrade and expansion spending) down from CAD227 million in 2023. Fitch expects the FCF will be split between debt reduction and share repurchases following an increase in management's shareholder allocation target from 15% of FCF to 25%-35% of FCF throughout 2024. As the company executes on its $600 million debt reduction target, management expects to increase the shareholder allocation target toward 50% which Fitch views as neutral to the credit profile and consistent with higher-rated peers. Improving Leverage; Manageable Maturities: Fitch's base case forecasts leverage at 1.4x in 2024, down slightly from 1.5x in 2023, and relatively flat thereafter through a combination of expected annual gross debt reduction and modest decreases in pricing and activity levels in line with Fitch's commodity price assumptions. The maturity profile also remains manageable with no significant maturities until the 7.125% notes mature in January 2026. Fitch expects debt repayment will largely be aimed at the 2026 notes in the near term and believes management will look to repay or potentially refinance the remainder of the 2026 notes as the maturity date nears. Leading Canadian Share: Precision has a leading market share in Canada, with approximately 33% of active rigs in key Canadian basins. The company's current Canadian fleet consists of 98 drilling rigs and 173 well service rigs. Fitch anticipates 2024 drilling activity will remain relatively flat with 1Q24 levels and expects modest improvement in day rates as drilling rigs are repriced at leading-edge day rates. Precision should continue to maintain market share given its success and growth in digital leadership through its Alpha Technology services, which are not exposed to pricing competition and help improve overall utilization rates. Volatile, Competitive U.S. Operations: U.S. operations are historically more volatile than Canadian operations given the company's lower market share and higher competition in the U.S. Fitch estimates Precision has the fourth-largest market share at approximately 7% market share, a slight improvement from approximately 6% in 2015. 2024 activity levels will continue to be affected by weak natural gas prices albeit should improve from 1Q24 levels throughout the year. DERIVATION SUMMARY Precision's closest industry peer is Nabors Industries, Ltd. (B-/Stable), which is also an onshore rig contractor with exposure to U.S. and international markets. Precision has lower leverage metrics and a much less significant maturity wall than Nabors which drives the differences in ratings. Nabors' gross margins in the U.S. are higher than Precision's and are helped by their offshore and Alaskan rig fleet, which operate at significantly higher margins. Precision has the highest market share in Canada at approximately 33%. However, Nabors has a significant international presence, which typically means longer-term contracts that partially negate the volatility of the U.S. market. Precision is slightly smaller, but has much less cash flow volatility compared to offshore drillers Valaris Limited (B+/Stable) and Noble Corp plc (BB-/Stable). The company's EBITDA leverage is lower than Valaris but higher than Noble, who leads the peer group with sub-1.0x leverage. Precision also has a stronger track record of debt reduction, maintenance of liquidity and more successful management of the operational and financial profiles throughout commodity price cycles versus offshore drilling peers. Precision is larger than diversified oilfield service (OFS) peer Enerflex, Ltd. (BB-/Stable), smaller than Weatherford International plc (B+/Stable), albeit has lower leverage and higher margins than both companies. Both Precision and Weatherford have a strong track record of positive FCF generation and debt reduction which has led to leverage around 1.5x. Enerflex is more geographically diverse and cash flows are less susceptible to commodity price cycles through more stable, recurring revenue streams and long-term take-or-pay contracts with five to 10-year terms. KEY ASSUMPTIONS - West Texas Intermediate oil prices of $75/bbl in 2024, $65/bbl in 2025, $60/bbl in 2026 and $60/bbl in 2027 and $57/bbl in 2028; - Henry Hub natural gas price of $2.50/mcf in 2024, $3/mcf in 2025 and 2026 and $2.75/mcf thereafter; - Flat revenues YoY given strong rig count and margins in Canada, partially offset by weaker U.S. activity; - 2024 EBITDA margins decline toward the mid-to-high 20s driven by weaker dayrates and utilization in the U.S.; - Capex of CAD195 million in 2024; - FCF to remain positive with proceeds used to reduce debt; - Modest shareholder returns increases. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Continued execution on gross debt reduction targets and proactive management of the maturity profile; - Increased size, scale and/or diversification; - Mid-cycle EBITDA Leverage below 2.0x on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Deviation from conservative financial policy and/or structural deterioration in rig fundamentals that reduces financial flexibility; - Inability to maintain a competitive asset base in a credit-conscious manner; - Mid-cycle EBITDA Leverage above 3.0x on a sustained basis. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: Precision had CAD31 million of cash on hand as of March 31, 2024, and full availability (USD53 million of outstanding LOCs) on its USD447 million revolver. There are no significant maturities due until the 7.125% notes mature in January 2026. Fitch anticipates the company will continue to generate FCF positive over the forecast which further supports the liquidity and maturity risk profiles. ISSUER PROFILE Precision is an OFS company that owns and operates a fleet of 214 onshore drilling rigs and 183 well service rigs that operate in Canada, the U.S. and internationally, mainly in the Middle East. The company also provides a digital technology portfolio through its integrated Alpha technologies businesses and offers accommodations and rental equipment. 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 ----------- ------ -------- ----- Precision Drilling Corporation LT IDR BB- Upgrade B+ senior secured LT BB+ Affirmed RR1 BB+ senior unsecured LT BB- Upgrade RR4 B+ PROPERTY MASTERSHIP: Files Amendment to Disclosure Statement ------------------------------------------------------------ Property Mastership Excel, LLC, submitted an Amended Disclosure Statement describing Plan of Reorganization. All claims of the Debtor's creditors shall be paid in full in 1 lump sum payment made at the close of escrow of the sale OR refinance of the Debtor's real property on or before July 1, 2024. If the Debtor refinances, and if for any reason the refinance terms only allow for payment of the secured claims, the Debtor will file a motion to modify the Plan (if confirmed) within 10 days of closing of the refinance, to propose a repayment plan to the general unsecured class of 100% of their claims over 12 months. The Debtor's principal will make the payments from personal contributions. Class 1 consists of Allowed Secured Claims. All claims of the Debtor's creditors shall be paid in full in 1 lump sum payment made at the close of escrow of the sale OR refinance of the Debtor's real property on or before July 1, 2024. If the Debtor refinances, and if for any reason the refinance terms only allow for payment of the secured claims, the Debtor will file a motion to modify the Plan (if confirmed) within 10 days of closing of the refinance, to propose a repayment plan to the general unsecured class of 100% of their claims over 12 months. The Debtor's principal will make the payments from personal contributions. Creditors in these classes may not repossess or dispose of their collateral so long as Debtor is not in material default under the Plan. These secured claims are impaired and are entitled to vote on confirmation of the Plan. Class 2 consists of General unsecured claims. All claims of the Debtor's creditors shall be paid in full in 1 lump sum payment made at the close of escrow of the sale OR refinance of the Debtor's real property on or before July 1, 2024. If the Debtor refinances, and if for any reason the refinance terms only allow for payment of the secured claims, the Debtor will file a motion to modify the Plan (if confirmed) within 10 days of closing of the refinance, to propose a repayment plan to the general unsecured class of 100% of their claims over 12 months. The Debtor's principal will make the payments from personal contributions. Creditors in this class may not take any collection action against Debtor so long as Debtor is not in material default under the Plan. This class is impaired and is entitled to vote on confirmation of the Plan. All claims of the Debtor's creditors shall be paid in full in 1 lump sum payment made at the close of escrow of the sale OR refinance of the Debtor's real property on or before July 1, 2024. If the Debtor refinances, and if for any reason the refinance terms only allow for payment of the secured claims, the Debtor will file a motion to modify the Plan (if confirmed) within 10 days of closing of the refinance, to propose a repayment plan to the general unsecured class of 100% of their claims over 12 months. The Debtor's principal will make the payments from personal contributions. The hearing at which the Court will determine whether to approve this Disclosure Statement will take place on June 6, 2024 at 1:30 p.m., in Courtroom 10, at the United States Bankruptcy Court, 280 South First Street, San Jose, California. A full-text copy of the Amended Disclosure Statement dated April 30, 2024 is available at https://urlcurt.com/u?l=LKsPHY 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 E-mails: farsadlaw1@gmail.com nancy@farsadlaw.com About Property Mastership Excel Property Mastership Excel, LLC, owns two parcels of vacant land identified via APN Nos. APN: 237-420-002 and APN: 237-420-003 (the "Property"). The Debtor filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 23-51330) on Nov. 15, 2023, with $1 million to $10 million in both assets and liabilities. Michael Luu, managing member, signed the petition. The Debtor is represented by Farsad Law Office, P.C. RIVERBED TECHNOLOGY: Invesco Dynamic Marks $1.6MM Loan at 32% Off ----------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $1,582,000 loan extended to Riverbed Technology, Inc. to market at $1,082,027 or 68% 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 Riverbed Technology, Inc. The loan accrues interest at a rate of 9.85% (3 mo. SOFR + 4.50%) per annum. The loan matures on July 1, 2028. 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 Riverbed Technology, Inc. provides application performance monitoring, cloud migration, network performance monitoring, and security solutions. Riverbed Technology serves customers globally. ROLOCADO PARTNERS: Case Summary & Four Unsecured Creditors ---------------------------------------------------------- Debtor: Rolocado Partners, LLC 6605 East County Road 107 Midland, TX 79706 Chapter 11 Petition Date: May 14, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-70064 Judge: Hon. Shad Robinson Debtor's Counsel: Todd J. Johnston, Esq. MCWHORTER, COBB & JOHNSON, LLP P.O. Box 2547 Lubbock, TX 79408 Tel: 806-762-0214 Fax: 806/762-8014 Email: tjohnston@mcjllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Michael L. Gallaher, Jr. as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Y2U3TVY/Rolocado_Partners_LLC__txwbke-24-70064__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Four Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Aegis Hedking Financial Services $150,313 Solutions, LLC 2829 Technology Forest Blvd., Suite 440 Spring, TX 77381 2. Tango Kilo Money Loaned $4,000,000 Properties, LLC 4505 Teakwood Trace Midland, TX 79707 3. West Texas National Bank Unknown 6 Desta Dr. Midland, TX 79705 4. West Texas National Bank Unknown 6 Desta Dr. Midland, TX 79705 SANDVINE CORP: Invesco Dynamic Marks $322,000 Loan at 53% Off ------------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $322,000 loan extended to Sandvine Corp. to market at $152,801 or 47% 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 Sandvine. The loan accrues interest at a rate of 13.43% (1 mo. Term SOFR + 8.00%) per annum. The loan matures on November 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 Sandvine Corporation, headquartered in Waterloo, Ontario, Canada, and owned by funds affiliated with Francisco Partners, provides network and application intelligence solutions to mobile, fixed, cable, satellite and Wi-Fi service providers, and governments globally. SANUWAVE HEALTH: Incurs $4.5 Million Net Loss in First Quarter -------------------------------------------------------------- SANUWAVE Health, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $4.53 million on $5.78 million of revenue for the three months ended March 31, 2024, compared to a net loss of $13.08 million on $3.77 million of revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $23.32 million in total assets, $70.92 million in total liabilities, and a total stockholders' deficit of $47.59 million. SANUWAVE said, "Our recurring losses from operations, the events of default on the Company's notes payable, and dependency upon future issuances of equity or other financing to fund ongoing operations have raised substantial doubt as to our ability to continue as a going concern for a period of at least twelve months from the filing of this Form 10-Q. We will be required to raise additional fund to finance our operations and remain a going concern; we may not be able to do so, and/or the terms of any financing may not be advantageous to us. "The continuation of our business is dependent upon raising additional capital. We expect to devote substantial resources for the commercialization of UltraMIST and PACE systems which will require additional capital resources to remain a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1417663/000114036124025214/ef20026302_10q.htm About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and shock wave technology company using patented systems of noninvasive, high-energy, acoustic shock waves or low intensity and non-contact ultrasound for regenerative medicine and other applications. The Company's focus is regenerative medicine utilizing noninvasive, acoustic shock waves or ultrasound to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. The Company's two primary systems are UltraMIST and PACE. UltraMIST and PACE are the only two Food and Drug Administration (FDA) approved directed energy systems for wound healing. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has incurred recurring losses and needs to raise additional funds to meet its obligations, sustain its operations, and to resolve the events of default on the Company's debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SCIONTI CONSTRUCTION: Case Summary & 17 Unsecured Creditors ----------------------------------------------------------- Debtor: Scionti Construction Group LLC 411 Theodore Fremd Ave, Suite 206 S Rye, NY 10580 Business Description: The Debtor is the owner of real property located at 7454 School House Road valued at $1.65 million and eight unimproved properties in Ocala valued at $360,000. Chapter 11 Petition Date: May 14, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-22427 Judge: Hon. Sean H. Lane Debtor's Counsel: H Bruce Bronson, Esq. BRONSON LAW OFFICES PC 480 Mamaroneck Ave HarrisonHarrison, NY 10528 Tel: (914) 269-2530 Fax: (888) 908-6906 Email: hbbronson@bronsonlaw.net Total Assets: $2,040,000 Total Liabilities: $3,874,749 The petition was signed by Joseph Anthony Scionti as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WGKUDBQ/SCIONTI_CONSTRUCTION_GROUP_LLC__nysbke-24-22427__0001.0.pdf?mcid=tGE4TAMA SERES THERAPEUTICS: Incurs $40.1 Million Net Loss in First Quarter ------------------------------------------------------------------ Seres Therapeutics, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $40.13 million on $0 of total revenue for the three months ended March 31, 2024, compared to a net loss of $71.17 million on $(522,000) of total revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $341.26 million in total assets, $401 million in total liabilities, and a total stockholders' deficit of $59.74 million. "The receipt of potential funding from future equity issuances cannot be considered probable, as these events are outside of our control. Based on our currently available cash resources and our planned level of operations and cash flow analysis for the 12-month period subsequent to the date of issuance of our condensed consolidated financial statements, under various scenarios, we have sufficient cash to support our operations into the fourth quarter of 2024, and we will require additional funding at that time. Accordingly, management has concluded that these circumstances raise substantial doubt about our ability to continue as a going concern," said Seres Therapeutics in the SEC filing. Cash Runway As of March 31, 2024, Seres had $111.2 million in cash and cash equivalents as compared with $128.0 million at the end of 2023. The Company's operating plans include drawing down the $45 million Tranche B under the Company's existing senior secured debt facility with Oaktree Capital Management, L.P. if the net sales and other conditions are met, as well as alternate plans if such conditions are not met. Operating plans may include selling shares under the Company's at the market (ATM) equity offering, implementing additional cost reduction initiatives, and other measures. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001609809/000095017024055159/mcrb-20240331.htm About Seres Therapeutics Seres Therapeutics, Inc. (Nasdaq: MCRB) -- www.serestherapeutics.com -- is a commercial-stage company developing novel microbiome therapeutics for serious diseases. Seres' lead program, VOWST, obtained U.S. FDA approval in April 2023 as the first orally administered microbiome therapeutic to prevent recurrence of C. difficile infection (CDI) in adults following antibacterial treatment for recurrent CDI and is being commercialized in collaboration with Nestle Health Science. Seres is evaluating SER-155 in a Phase 1b study in patients receiving allogeneic hematopoietic stem cell transplantation. Boston, Massachusetts-based PricewaterhouseCoopers LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 5, 2024, citing that the Company has incurred losses and negative cash flows from operations since its inception and needs to raise additional capital to fund future operations, which raises substantial doubt about its ability to continue as a going concern. SERES THERAPEUTICS: Reports $40MM Net Loss in 2024 First Quarter ---------------------------------------------------------------- Seres Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $40.1 million for the three months ended March 31, 2024, compared to a net loss of $71.2 million for the three months ended March 31, 2023. According to Seres, based on its currently available cash resources and its planned level of operations and cash flows for the 12-month period subsequent to the date of issuance of the condensed consolidated financial statements, under various scenarios, the Company have sufficient cash to support its operations into the fourth quarter of 2024, and will require additional funding at that time. Because the ability to obtain sufficient additional equity or debt financing with terms favorable or acceptable to the Company cannot be considered probable according to the applicable accounting standards because they are outside its control, there is substantial doubt about its ability to continue as a going concern for at least the next 12 months. "Substantial doubt about our ability to continue as a going concern may materially and adversely affect the price per share of our common stock, and it may be more difficult for us to obtain financing," the Company stated. "If potential collaborators decline to do business with us or potential investors decline to participate in any future financings due to such concerns, our ability to increase our cash position may be limited. The perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations." A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/4af9jbtc About Seres Therapeutics Cambridge, Mass.-based Seres Therapeutics, Inc. is a commercial-stage microbiome therapeutics company focused on the development and commercialization of a novel class of biological drugs, which are designed to treat disease by modulating the microbiome to restore health by repairing the function of a disrupted microbiome to a non-disease state. As of March 31, 2024, the Company had $341.3 million in total assets, $401.0 million in total liabilities, and $59.7 million in total stockholders' deficit. Boston, Mass.-based PricewaterhouseCoopers LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 5, 2024, citing that the Company has incurred losses and negative cash flows from operations since its inception and needs to raise additional capital to fund future operations, which raises substantial doubt about its ability to continue as a going concern. SHARPLINK GAMING: Signs $1.7M Sales Agreement With A.G.P./Alliance ------------------------------------------------------------------ SharpLink Gaming, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 1, 2024, it entered into an ATM Sales Agreement with A.G.P./Alliance Global Partners pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $1,676,366, subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the ATM Sales Agreement. The Company is not obligated to make any sales of Shares under the ATM Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions and the Company's capital raising needs. Offers and sales of Shares by the Company under the ATM Sales Agreement, if any, will be made through a shelf registration statement on Form S-3 (File No. 333-279065), the prospectus contained therein and a prospectus supplement related thereto filed by the Company with the SEC on May 2, 2024. The aggregate market value of Shares eligible for sale under the ATM Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. The Company's board of directors has initially reserved 1,596,539 shares of Common Stock for issuance as Shares in the Offering in connection with the ATM Sales Agreement based on the last reported share price of the Common Stock on the Nasdaq Capital Market on May 1, 2024 of $1.05 per share and such additional shares of Common Stock as are necessary for the issuance of an aggregate amount of $1,676,366 in Shares in the Offering. Sales of the Shares, if any, made under the ATM Prospectus Supplement may be made in negotiated transactions, or by any method permitted by law that is deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Capital Market or sales made to or through a market maker other than on an exchange. Upon delivery of a placement notice and subject to the terms and conditions of the ATM Sales Agreement, the Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the Nasdaq Capital Market, to sell the Shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. The Agent is not obligated to purchase any Shares on a principal basis pursuant to the ATM Sales Agreement. The Company will pay the Agent commissions for its services in acting as agent in the sale of Shares pursuant to the ATM Sales Agreement. The Agent will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of Shares pursuant to the ATM Sales Agreement. The Company has agreed to provide the Agent and any Sales Agent Affiliate (as defined in the ATM Sales Agreement) with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company also will reimburse the Agent for certain specified expenses in connection with entering into the ATM Sales Agreement up to $50,000, and certain specified expenses on an annual basis not to exceed $10,000. The ATM Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto, obligations to sell Shares under the ATM Sales Agreement are subject to satisfaction of certain conditions, including the effectiveness of the Registration Statement and other customary closing conditions. The ATM Sales Agreement will terminate upon the earlier of (i) issuance and sale of all Shares to or through the Agent, subject to the ATM Sales Agreement; (ii) termination of the ATM Sales Agreement as permitted therein, including by the Company to the Agent upon five days' prior written notice and by the Agent to the Company upon five days' prior written notice, in each instance without liability of any party; and (iii) the expiration of the Registration Statement on the third anniversary of the initial effective date of the Registration Statement. About SharpLink Gaming Headquartered in Minneapolis, Minnesota, SharpLink Gaming -- www.sharplink.com -- is an online performance-based marketing company that leverages its unique fan activation solutions to generate and deliver high quality leads to its U.S. sportsbook and global casino gaming partners. Raleigh, North Carolina-based Cherry Bekaert LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about their ability to continue as a going concern. SHEN'S PEKING: Unsecured Creditors to Split $15K over 5 Years ------------------------------------------------------------- Shen's Peking II Restaurant, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Subchapter V Plan of Reorganization dated April 29, 2024. The Debtor operates a restaurant in Boca Raton, Florida serving Chinese food. The Debtor is currently owned by Sumei Shen, who is also the President. The Debtor was formed in 1999 by Ms. Shen’s father. As with most other restaurants, the Debtor's financial troubles began during the Covid-19 pandemic when restaurants were forced to close temporarily. When restaurants were finally able to reopen, operations were limited, first only allowed to be open for takeout and then gradually for in store dining. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $15,000.00 toward the unsecured claims. The final Plan payment is expected to be paid in September, 2028. The Debtor intends to implement the Plan by generating sufficient income from the Debtor's business to fund the required payments to creditors. In the event the Debtor does not have sufficient funds to meet the payments, the Debtor shall utilize funds on hand to make the payments. This Plan proposes to pay creditors of the Debtor from cash flow from operation of the Debtor's business and current cash on hand. Class Two consists of General Unsecured Creditors. The General Unsecured claims include all other allowed claims of Unsecured Creditors of the Debtor, subject to any Objections that are filed and sustained by the Court. The general unsecured claims prior to the filing of any objections total the amount of $493,294.54, which will be paid over the 5-year term of the Plan at the rate of $250.00 per month on a pro-rata basis. The payments will commence on the Effective Date of the Plan. The dividend to this class of creditors is subject to change upon the determination of objections to claims. To the extent that the Debtor is successful or unsuccessful in any or all of the proposed Objections, then the dividend and distribution to each individual Class of General Unsecured Claims then the dividend and distribution to each individual creditor will be adjusted accordingly. These claims are impaired. The Debtor shall contribute his disposable income to fund the Plan in the total amount of $15,000.00 to the unsecured creditors. In the event the Debtor's disposable income is insufficient to meet the plan payments, the Debtor shall fund the plan through his non exempt or exempt assets. A full-text copy of the Plan of Reorganization dated April 29, 2024 is available at https://urlcurt.com/u?l=llmB67 from PacerMonitor.com at no charge. Attorneys for the Debtor: Craig I. Kelley, Esq. KELLEY, FULTON & KAPLAN P.L. 1665 Palm Beach Lakes Boulevard, Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 Email: craig@kelleylawoffice.com About Shen's Peking II Restaurant Shen's Peking II Restaurant, Inc., operates a restaurant in Boca Raton, Florida serving Chinese food. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr, S.D. Fla. Case No. 24-10897) on Jan. 30, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. . Judge Mindy A Mora presides over the case. Craig I. Kelley, Esq. at Kelley, Fulton & Kaplan P.L. represents the Debtor as counsel. SIERRA BONITA: Hires Margulies Faith as Bankruptcy Counsel ---------------------------------------------------------- Sierra Bonita Young, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Margulies Faith, LLP as general bankruptcy counsel. The firm's services include: a. advising the Debtor with regard to requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee as they pertain to the Debtor; b. advising the Debtor with regard to certain rights and remedies of the Debtor's bankruptcy estate, including with regard to certain current and potential litigation, and the rights, claims and interests of creditors and equity holders; c. representing the Debtor in any proceeding or hearing in the Bankruptcy Court involving the Debtor and the estate unless the Debtor and the estate is represented in such proceeding or hearing by other special counsel; d. conducting examinations of witnesses, claimants or adverse parties and representing the Debtor in any adversary proceeding, except to the extent that any such adversary proceeding is in an area outside of the firm's expertise or which is beyond the firm's staffing capabilities; e. preparing and assisting the Debtor in the preparation of reports, applications, pleadings and orders including but not limited to applications to employ professionals, monthly operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, financing pleadings, cash collateral pleadings and pleadings with respect to the Debtor's use, sale or lease of property outside of the ordinary course of business; f. representing the Debtor with regard to obtaining use of debtor in possession financing including, but not limited to, negotiating and seeking Bankruptcy Court approval of any debtor in possession financing and preparing any pleadings related to obtaining use of debtor in possession financing; g. representing the Debtor in any other litigation that the Debtor may commence during the bankruptcy case; h. assisting the Debtor in the negotiation, formulation, preparation and obtaining Court approval of a plan of reorganization; and i. performing any other services which may be appropriate in the firm's representation of the Debtor during the bankruptcy case. The firm will be paid at these rates: Partners $690 to $550 per hour Associates $465 per hour Paralegals $275 to $235 per hour Prior to the petition date, the firm received from the Debtor a retainer of $117,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeremy W. Faith, Esq., a partner at Margulies Faith, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Craig G. Margulies, Esq. Jeremy W. Faith, Esq. Samuel Boyamian, Esq. Margulies Faith, LLP 16030 Ventura Blvd., Suite 470 Encino, California 91436 Tel: (818) 705-2777 Fax: (818) 705-3777 Email: Craig@MarguliesFaithLaw.com Jeremy@MarguliesFaithLaw.com Samuel@MarguliesFaithLaw.com About Sierra Bonita Young, LLC Sierra Bonita Young, LLC in Rancho Cucamonga, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-11501) on March 26, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Caylee M. Young as manager, signed the petition. Judge Wayne E. Johnson oversees the case. MARGULIES FAITH LLP serve as the Debtor's legal counsel. SIFCO INDUSTRIES: Incurs $1.6 Million Net Loss in Second Quarter ---------------------------------------------------------------- SIFCO Industries, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.59 million on $26.54 million of net sales for the three months ended March 31, 2024, compared to a net loss of $2.37 million on $19.24 million of net sales for the three months ended March 31, 2023. For the six months ended March 31, 2024, the Company reported a net loss of $5.01 million on $47.59 million of net sales, compared to a net loss of $4.96 million on $40.54 million of net sales for the same period in 2023. As of March 31, 2024, the Company had $104.19 million in total assets, $52.78 million in total current liabilities, $4.07 million in long-term debt, $13.56 million in long-term operating lease liabilities (net of short-term), $3.46 million in pension liabilities, $657,000 in other long-term liabilities, and $29.66 million in total shareholders' equity. The Company has debt maturing in October 2024. The Company said that as a result of this condition, there is substantial doubt about the Company's ability to continue as a going concern. SIFCO stated, "The Company continues to evaluate available financial alternatives, including obtaining acceptable alternative financing. The Company cannot provide assurances that it will be successful in restructuring the existing debt obligations, obtaining capital or entering into a strategic alternative transaction which provides sufficient funding for the refinancing of its outstanding indebtedness prior to the maturity date of its obligations under the Credit Agreement." CEO Peter W. Knapper stated, "EBITDA, at $926k, turned positive for the quarter as we ramp up deliveries. Our backlog continued to grow and stands at $137.8 million. We are pleased with the progress and continue to focus on customer satisfaction." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/90168/000009016824000014/sif-20240331.htm About SIFCO Industries Headquartered in Cleveland, Ohio, SIFCO Industries, Inc. -- www.sifco.com -- produces forged components for (i) turbine engines that power commercial, business and regional aircraft as well as military aircraft and armored military vehicles; (ii) airframe applications for a variety of aircraft; (iii) industrial gas and steam turbine engines for power generation units; and (iv) other commercial applications. Cleveland, Ohio-based RSM US LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Dec. 29, 2023, citing that the Company has debt maturing in October 2024 and an alternate financing arrangement has yet to be executed. This raises substantial doubt about the Company's ability to continue as a going concern. SMITH MICRO: Regains Compliance With Nasdaq Bid Price Requirement ----------------------------------------------------------------- Smith Micro Software, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 29, 2024, the Company received written notification from the Listing Qualifications Staff of The Nasdaq Stock Market indicating that the Company's Common Stock had a closing price at or greater than $1.00 per share for the last 12 consecutive business days, from April 11, 2024 to April 26, 2024, and that, as a result, the Company has regained compliance with the Minimum Bid Price Requirement and the matter is now closed. On Dec. 27, 2023, Smith Micro received a notice from Nasdaq that the Company's Common Stock did not meet the $1.00 minimum bid price requirement pursuant to Nasdaq Listing Rule 5550(a)(2), and in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days, or until June 24, 2024, to regain compliance with the Minimum Bid Price Requirement. About Smith Micro Software Pittsburgh, PA-based Smith Micro Software, Inc., develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless and cable service providers around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, the Company strives to enrich today's connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer Internet of Things ("IoT") devices. Smith Micro's portfolio includes family safety software solutions to support families in the digital age and a wide range of products for creating, sharing, and monetizing rich content, such as visual voice messaging, retail content display optimization, and performance analytics. Los Angeles, CA-based SingerLewak LLP., the Company's auditor since 2005, issued a "going concern" qualification in its report dated Feb. 26, 2024, citing that the Company has suffered recurring losses from operations and has projected future cash flow requirements to meet continuing operations in excess of current available cash. This raises substantial doubt about the Company's ability to continue as a going concern. SOUTH BROADWAY: Unsecureds Will Get 90% of Claims over 3 Years -------------------------------------------------------------- South Broadway Realty Enterprise Inc. filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement describing Plan of Reorganization dated April 30, 2024. The Debtor is a New York corporation with its corporate office located at 640 South Broadway, Hicksville, New York 11801. The Debtor is a real estate investment company formed in or around December of 2014 and its business involves the purchase, ownership and management of commercial tenancies at the Property. The Debtor's principal asset consists of the Property, which is improved by a shopping center with 4 commercial units, comprising of a bakery, restaurant, salon, and laundromat. The salon and laundromat are vacant. The Debtor's Plan is a reorganization plan with the centerpiece being the modification and reinstatement of the mortgages against the Debtor's real property located in the County of Nassau, State of New York, known by the street address of 640-654 South Broadway, Hicksville, New York 11801, and formally described on the tax and land maps of the County of Nassau as Section 46, Block 510, Lots 26C, 26D and 44 (the "Property"). To that end, the Debtor is currently receiving offers from prospective tenants to lease the following units: (i) vacant laundromat; (ii) the vacant salon; and (iii) the restaurant unit currently occupied by Holy Grail Restaurant Group LLC d/b/a The Rabbit's Foot (the "HGRG"). At the time of his filing, HGRG is delinquent in its rent payments and is in process to voluntarily vacate the unit and close its business. The Debtor is currently discussing with two interested parties to enter into a lease for the restaurant unit that HGRG once occupied and remit rent moving forward. The Debtor expects that HGRG will move out and the new tenant will have signed a lease for the restaurant and storage unit within 90 days or by August 1, 2024. The Debtor will file a plan supplement with the proposed lease and tenant upon reaching agreement. The Debtor intends to reinstate the mortgages and continue paying the mortgage moving forward under its new rent roll. The mortgage between the Dime and the Debtor will also have its current term extended by 5 years. To fund the reinstatement of the mortgages, the Debtor has negotiated with a proposed laundromat tenant to move into the vacant laundromat unit and pay in a lump sum the first 4 years of rent upon the commencement of the lease, which is approximately $136,860.00 (the "Prepayment Proceeds"). Although the lump sum payment is insufficient to satisfy the reinstatement of the mortgages encumbering the Property, upon confirmation of the Plan, the Debtor will receive a cash infusion from the Debtor's principal, Francesco Guerrieri (the "Principal") which cash infusion will be in an amount sufficient to enable the Debtor to pay the reinstatement value and to pay all of the Debtor's Allowed Administrative Claims in full. Allowed General Unsecured Claims and other Allowed Secured Claims will be paid from the Debtor's post-petition income and additional cash infusions, if needed over 3 years from the Effective Date in equal quarterly payments as set forth in each class. The Debtor estimates the cash infusion to be between approximately $350,000.00 to $450,000.00. The Debtor's Principal's declaration also provides that he will deposit the cash infusion with the Debtor's counsel within 5 days after the Confirmation of the Plan, which cash infusion will be held in the Debtor's counsel's IOLA account. Class 5 consists of General Unsecured Claims. In full satisfaction, settlement, release and discharge of such Claims, Class 5 Claimants shall receive a 90% distribution without interest from the Debtor. This distribution will be funded from the cash infusion from P & F and any rents accumulated by the Debtor, and will be paid in equal quarterly payments over 3 years after the Effective Date, without interest. The allowed unsecured claims total $45,000.00. The last date for creditors to file claims was January 22, 2024. However, on April 5, 2024, the Debtor filed an amended Schedule E/F and added a creditor, Terence Christian Scheuer P.C. for legal services in an amount unknown. According to the Bar Date Order, Terence Christian Scheuer P.C.'s deadline to file a claim is 60 days from the filing. In the event Terence Christian Scheuer P.C. files a claim it will be treated the same as the remaining class 5. Class 5 Claimants are impaired, are eligible to vote on the Plan. Class 6 Claimants shall retain their existing pre-petition Equity Interests in the Debtor, effective as of the Effective Date in exchange for the New Value being infused into the Debtor's Principal in the sum of at least $350,000.00. Class 6 Claimants are unimpaired, are not eligible to vote on the Plan and are deemed to have accepted the Plan. The Plan shall be funded by a combination of: (i) the proceeds from the proposed laundromat tenant prepaying its 4 years of rent; (ii) the cash infusion from the Debtor's Principal; and (iii) any rents that the Debtor accumulates. A full-text copy of the Disclosure Statement dated April 30, 2024 is available at https://urlcurt.com/u?l=A6j8kf from PacerMonitor.com at no charge. Attorneys for the Debtor: Avrum J. Rosen, Esq. LAW OFFICES OF AVRUM J. ROSEN PLLC 38 New Street Huntington, NY 11743 Tel: (631) 423-8527 Fax: (631) 423-4356 Email: arosen@ajrlawny.com About South Broadway Realty Enterprise Inc. South Broadway owns a commercial building located at 640 South Broadway Hicksville, New York 11801 valued at $2.5 million. South Broadway Realty Enterprise, Inc. in Hicksville, NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-74237) on November 13, 2023, listing $2,500,013 in assets and $2,080,067 in liabilities. Francesco Guerrieri as president, signed the petition. Judge Alan S. Trust oversees the case. LAW OFFICES OF AVRUM J. ROSEN, PLLC serve as the Debtor's legal counsel. SPCH LLC: Case Summary & One Unsecured Creditor ----------------------------------------------- Debtor: SPCH, LLC 2034 South Coast Highway Oceanside, CA 92054 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: May 13, 2024 Court: United States Bankruptcy Court Southern District of California Case No.: 24-01710 Debtor's Counsel: Gustavo E. Bravo, Esq. BRAVO LAW APC 2398 San Diego Avenue San Diego, CA 92110 Tel: (619) 600-1394 Email: gbravo@bravolawapc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kambiz Marashi as chief executive manager. The Debtor listed Gerry Murtagh located at 16920 Enchanted Place, Pacific Palisades, CA 90272 as its sole unsecured creditor having a claim of $2.9 million. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QDV4ENY/SPCH_LLC__casbke-24-01710__0001.0.pdf?mcid=tGE4TAMA ST. MARGARET'S HEALTH: SMH-P Unsecureds to Recover 3.8% to 6.32% ---------------------------------------------------------------- St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the Northern District of Illinois a Disclosure Statement with respect to Joint Liquidating Plan dated April 30, 2024. The Debtors operated two hospitals in north central Illinois with historically separate operations. SMH-SV formerly operated a 44-bed licensed hospital (the "Spring Valley Hospital") and related facilities in Spring Valley, Peru, Granville, Henry, and Oglesby, Illinois (collectively with the Spring Valley Hospital, the "Spring Valley Facilities"). SMH-P formerly operated a 49-bed licensed hospital (the "Peru Hospital") in Peru, Illinois along with related facilities and clinics in Peru, LaSalle, and Ogelsby, Illinois (collectively with the Peru Hospital, the "Peru Facilities"). The Plan effectuates a distribution of the assets of the Estates to creditors in accordance with the priorities set forth in the Bankruptcy Code. The Plan provides that the Debtors' assets, to the extent they have not already been liquidated, will be liquidated and the proceeds of the liquidation of the assets will be utilized according to the terms of the Plan, to pay Allowed Claims and to fund the Creditor Trust and pay for its expenses. The assets comprising the Creditor Trust are defined in the Plan as the "Creditor Trust Assets"; the funds that are transferred into the Creditor Trust, including the proceeds of any unsold Creditor Trust Assets, are defined in the Plan as the "Creditor Trust Funds". More specifically, the Creditor Trust Assets will be transferred to the Creditor Trust established under the Plan for the benefit of the holders of Allowed Claims (other than "SIR Claims", as hereinafter defined and explained) and managed by the Creditor Trustee. The Effective Date of the Plan will occur when all of the conditions to the Plan's effectiveness as set forth in Article XI of the Plan have been met or waived. Holders of Allowed Secured Claims, Allowed Professional Fee Claims, Allowed 503(b)(9) Claims, and Allowed Priority Claims, will be paid in full upon the Effective Date, or as soon thereafter as is practicable. Holders of Allowed Class 4 General Unsecured Claims will receive a Pro Rata portion of remaining Creditor Trust Funds in accordance with the Creditor Trust Agreement and the Plan. Holders of Allowed Class 5 SIR Claims will be granted relief from the automatic stay to pursue any Claims they currently hold against the Debtors, or either of them, and upon obtaining a judgment against one or more "certain covered persons" will be entitled to present a certified copy of the judgment or settlement to the SIR Trustee in order to receive a Pro Rata distribution of the SIR Trust Assets in accordance with the terms of the SIR Trust Agreement and the Plan. In addition to present holders of Allowed Class 5 SIR Claims, potential future SIR Claims that may arise against certain covered persons (e.g., Claims that have not yet ripened due to latency, such as potential Claims relating to birth injuries) may be brought and reduced to judgment or settlement, and asserted against the SIR Trust. Holders of Allowed Class 6 Equity Interests are not expected to receive a distribution of any amounts, and all such interests will be deemed canceled as of the Effective Date of the Plan. Class 4(a) consists of General Unsecured Claims against SMH-P. General Unsecured Claims are Impaired, and will be paid Pro Rata in cash from the Creditor Trust Assets, net of the Creditor Trust Expenses, upon the later of: (A) the Effective Date; (B) the date of allowance by order of the Bankruptcy Court; or (C) the date on which the Creditor Trustee makes distributions under the Plan on account of such Class 4 General Unsecured Claims. The Creditor Trustee will disburse payments under the Plan in such amounts, in its reasonable discretion, available on the Distribution Dates on a Pro Rata basis to the holders of the Allowed Class 4(a) Claims. There will be no distributions from the Creditor Trust to any holders of Allowed Class 4(a) Claims until all Allowed Secured Claims, Allowed Administrative Expense Claims, and Allowed Priority Claims have been satisfied in full or adequately reserved for under the terms of the Plan. The allowed unsecured claims total $46,664,040. This Class will receive a distribution of 3.8% to 6.32% of their allowed claims. Class 4(b) consists of General Unsecured Claims against SMH-SV. General Unsecured Claims are Impaired, and will be paid Pro Rata in cash from the Creditor Trust Assets, net of the Creditor Trust Expenses, upon the later of: (A) the Effective Date; (B) the date of allowance by order of the Bankruptcy Court; or (C) the date on which the Creditor Trustee makes distributions under the Plan on account of such Class 4 General Unsecured Claims. The Creditor Trustee will disburse payments under the Plan in such amounts, in its reasonable discretion, available on the Distribution Dates on a Pro Rata basis to the holders of the Allowed Class 4(b) Claims. There will be no distributions from the Creditor Trust to any holders of Allowed Class 4(b) Claims until all Allowed Secured Claims, Allowed Administrative Expense Claims, and Allowed Priority Claims have been satisfied in full or adequately reserved for under the terms of the Plan. The allowed unsecured claims total $46,198,095. This Class will receive a distribution of 0.3% to 9.0% of their allowed claims. Under the Plan, (i) the Creditor Trustee will distribute certain cash generated during the Chapter 11 Cases and the liquidation of remaining assets to creditors (other than SIR Claim holders) in accordance with the Plan, the Creditor Trust Agreement, and the priority scheme of the Bankruptcy Code, while (ii) the SIR Trustee will distribute the SIR Trust Assets to holders of SIR Claims according to the terms of the SIR Trust Agreement and the Plan. A full-text copy of the Disclosure Statement dated April 30, 2024 is available at https://urlcurt.com/u?l=T6dpe9 from PacerMonitor.com at no charge. Counsel to the Debtors: Howard L Adelman, Esq. Henry B. Merens, Esq. Erich S. Buck, Esq. Steven B. Chaiken, Esq. Tevin D. Bowens, Esq. ADELMAN & GETTLEMAN, LTD. 53 West Jackson Blvd., Suite 1050 Chicago, IL 60604 Tel: (312) 435-1050 Fax: (312) 435-1059 Counsel to the Official Committee of Unsecured Creditors: John R. "Jack" O'Connor, Esq. Elizabeth B. Vandesteeg, Esq. Heidi M. Hockberger, Esq. LEVENFELD PEARLSTEIN, LLC 120 S. Riverside Plaza, Suite 1800 Chicago, IL 60606 Tel: (312) 346-8380 Email: evandesteeg@lplegal.com joconnor@lplegal.com hhockberger@lplegal.com About St. Margaret's Health - Peru St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley are providers of healthcare services. The Debtors filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 23-11641) on Aug. 31, 2023. At the time of the filing, the Debtors reported $10 million to $50 million in both assets and liabilities. Judge David D. Cleary oversees the cases. Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd., serves as the Debtors' legal counsel. Hinshaw & Culbertson LLP as special counsel. Huron Consulting Services LLC as financial advisor. Epiq Corporate Restructuring, LLC as its noticing, claims, and balloting agent. STRATHCONA RESOURCES: S&P Alters Outlook to Pos., Affirms 'B+' ICR ------------------------------------------------------------------ S&P Global Ratings revised the outlook to positive from negative on Strathcona Resources Ltd. S&P said, "We also affirmed our 'B+' issuer credit rating on Strathcona and 'BB-' issue-level rating on the senior unsecured notes. The '2' recovery rating on the senior unsecured notes remain unchanged. "The positive outlook reflects the potential for an upgrade if the company continues to demonstrate consistent operating performance at current production levels and lowers borrowings under the credit facility. "We believe Strathcona's production scale and reserves base is comparable with that of higher-rated peers, underpinning the rating action. Strathcona's operational scale has increased rapidly, and we expect production to average close to 200,000 boe per day by 2025 compared with 68,000 boe per day in 2021, primarily fueled by the company's acquisitive growth strategy. The acquisitions pursued over the past two years have been complementary to existing assets, enabling the company to achieve scale in each of its core operating areas (Lloydminster, Cold Lake, and Montney)." Most of the production is conventional heavy oil and thermal bitumen (about two-thirds), resulting in higher cash flow and profitability volatility than that of many rated peers focused on light oil production. However, S&P believes the start-up of the Trans Mountain pipeline expansion project (590,000 barrels of oil per day of additional egress capacity) will tighten heavy oil differentials and reduce potential for widening heavy differentials over our forecast period. At the same time, the company's natural gas and condensate production provide a natural hedge to its heavy oil's fuel costs and diluent blending requirements respectively. S&P said, "We believe acquisitions may remain part of the growth strategy, but their pace will likely subside in the near term as management focuses on optimizing existing assets, debottlenecking, and pursuing brownfield expansions to grow production. In addition, the company has a relatively large resource base, with net proved reserves of 1.15 billion boe and a proved reserve life index of more than 15 years that provides good visibility to low-risk, long-term stable production. In our view, the increased scale is comparable with that of higher-rated peers and is the key factor underpinning the positive outlook. "To support a higher rating, we would need Strathcona to demonstrate consistent operating performance and maintain the current profitability assessment. Our business risk assessment factors in the relatively high cost structure compared with that of peers focused on light oil and natural gas development. Although the company has a low decline rate and all-in finding and development costs, its cash operating costs and EBIT breakeven are relatively higher than peers' and are primarily attributed to the blending costs required for its heavy oil/bitumen production. "We expect cash costs on a per boe basis will decrease as production increases and benefits from optimization initiatives. The company, for instance, is investing in expanding capacity at Meota, debottlenecking in Lindbergh (to reduce steam oil ratio) and investing in a waste heat recovery project in Orion to reduce operating costs. Accordingly, we believe Strathcona can maintain our current profitability assessment (calculated on a five-year, unit EBIT/thousand cubic feet basis) in the middle of our North American peer group's range, assuming operating performance remains consistent. "We project strong credit measures, but Waterous Energy Fund's (WEF) ownership constrains upside to our financial risk assessment. We estimate Strathcona to exhibit solid leverage metrics over the next two years, but improvement to our financial risk assessment remains constrained by our view of WEF as a financial sponsor. Specifically, we project average adjusted funds from operations (FFO) to debt above 60% and debt to EBITDA of close to 1.5x over the next two years based on our current oil and gas price assumptions and production estimate of 190,000-200,000 boe per day. Based on the company's projected operating cash flow and capital spending needs, we project solid free cash flow generation but expect it to be largely distributed to shareholders once the company achieves its publicly stated debt target of C$2.5 billion, which we believe will occur this year. We assume management and owners will maintain moderate financial policies, especially when commodity prices are weak, and continue to adhere to their long-term target of debt to EBITDA below 1.5x. "While we believe the company has sufficient liquidity, the credit facility remains largely drawn limiting flexibility to manage unexpected events. S&P Global Ratings believes Strathcona's C$2.5 billion net debt target will generate cash flow and leverage metrics appropriate for a 'BB-' credit rating. Based on the projected free cash flow generation under our base case and estimated availability of more than C$500 million under the credit facility, we believe Strathcona will have sufficient liquidity over our forecast period." Nevertheless, the current composition of the company's total debt, with the drawn amount under its credit facility representing 76% of total reported debt at Dec. 31, 2023, could constrain liquidity if an unanticipated market or operational adverse event occurs. The company's C$2.5 billion term credit facility remains largely drawn since it funded the acquisition of Serafina Energy Ltd. in July 2022 for C$2.3 billion. S&P said, "We believe material reduction in borrowings under the credit facility would allow management additional flexibility to manage unexpected events. For instance, the credit facility is a committed four-year term facility (March 2028 maturity) but has a springing maturity of May 2026 that comes into effect if US$500 million of senior unsecured notes due August 2026 remain outstanding at that point. "The positive outlook reflects significant growth in company's scale and reserves over the recent years, and our expectation that the company will maintain profitability as it focuses on optimizing its assets. We also expect the company to generate strong credit measures, with adjusted FFO to debt averaging above 60%. The outlook also reflects our expectation for positive free cash flow generation and adequate availability maintained under the credit facility. We assume the company will address the maturity on the senior unsecured notes due August 2026 over the next year." S&P could revise the outlook to stable over the next 12 months, if: -- Profitability weakens; -- The company outspends internally generated cash flows, hampering liquidity; or -- Adjusted FFO to debt falls below 45%, with limited prospects of improvement. This could occur if hydrocarbon prices underperform S&P's current assumptions, and the company continues to pursue more aggressive financial policies, such as debt-funded shareholder returns. S&P said, "We believe the company's scale and reserves is comparable with that of peers rated 'BB-'. Accordingly, we could raise the rating over the next 12-18 months, if Strathcona demonstrates consistent operating performance at current production levels, maintaining profitability in the midrange of the global peer group. In this scenario, we expect the company to maintain adjusted FFO to debt above 45% and materially lower borrowings under the credit facility, while adhering to its publicly stated C$2.5 billion net debt target. "Environmental and social factors are negative considerations in our credit rating analysis of Strathcona. With the company's upstream operations largely focused on heavy oil (close to 70% of projected average daily production), the environmental risks associated with the greenhouse gas-intensive operations are a material factor in our rating analysis. The credit profile is also exposed to the social risks in the supply chain that contribute to delays in completing new pipeline projects, which have resulted in heightened heavy oil price differential volatility relative to global benchmark prices in the past and stunted the oil sands sector's growth prospects. Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. S&P believes the company's financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. SVB FINANCIAL: White & Case Advises Ad Hoc Cross-Holder Group ------------------------------------------------------------- The law firm of White & Case LLP filed a second amended verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of SVB Financial Group, the firm represents the Ad Hoc Cross-Holder Group. In April 2023, a group of holders, or investment advisors, sub advisors, or managers of holders, of certain senior notes and preferred stock issued by the Debtor, formed the Ad Hoc Cross Holder Group and retained White & Case to represent the Ad Hoc Cross-Holder Group in connection with the chapter 11 case. Neither the Ad Hoc Cross-Holder Group nor its members represent or purport to represent any other entities in connection with the chapter 11 case. White & Case does not hold any disclosable economic interests in the Debtor. The Ad Hoc Cross-Holder Group Members' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Appaloosa LP 51 JFK Parkway Short Hills, NJ 07078 * 3.500% Senior Notes due 2025: $27,534,000 * 3.125% Senior Notes due 2030: $30,000,000 * 1.800% Senior Notes due 2031: $5,000,000 * 2.100% Senior Notes due 2028: $55,000,000 * 1.800% Senior Notes due 2026: $84,000,000 * 4.345% Senior Fixed/Floating Rate Notes due 2028: $53,000,000 * 4.570% Senior Fixed/Floating Rate Notes due 2033: $90,606,000 * Series B 4.100% Preferred Stock: 202,166 depositary shares * Series C 4.000% Preferred Stock: 275,339 depositary shares * Series D 4.250% Preferred Stock: 150,541 depositary shares * Series E 4.700% Preferred Stock: 75,544 depositary shares 2. Centerbridge Partners, L.P. on behalf of one or more of its affiliated funds 375 Park Avenue New York, NY 10152 * 3.500% Senior Notes due 2025: $343,000 * 3.125% Senior Notes due 2030: $86,414,000 * 1.800% Senior Notes due 2031: $5,000,000 * 2.100% Senior Notes due 2028: $88,911,000 * 1.800% Senior Notes due 2026: $5,252,000 * 4.345% Senior Fixed/Floating Rate Notes due 2028: $26,399,000 * 4.570% Senior Fixed/Floating Rate Notes due 2033: $27,394,000 * Series B 4.100% Preferred Stock: 34,952 depositary shares * Series C 4.000% Preferred Stock: 83,655 depositary shares * Series D 4.250% Preferred Stock: 79,250 depositary shares * Series E 4.700% Preferred Stock: 33,056.5 depositary shares 3. Citadel Advisors LLC 520 Madison Avenue, New York, NY 10022 * 3.500% Senior Notes due 2025: $20,500,000 * 1.800% Senior Notes due 2026: $41,500,000 * 4.345% Senior Fixed/Floating Rate Notes due 2028: $20,000,000 * Series A 5.250% Preferred Stock: 615,000 depositary shares * Series B 4.100% Preferred Stock: 32,763 depositary shares * Series C 4.000% Preferred Stock: 43,706 depositary shares * Series D 4.250% Preferred Stock: 43,648 depositary shares * Series E 4.700% Preferred Stock: 26,314 depositary shares 4. Helix Partners Management LP 545 Madison Avenue, 8th Floor New York, NY 10022 * 4.570% Senior Fixed/Floating Rate Notes due 2033: $1,000,000 * Series B 4.100% Preferred Stock: 399 depositary shares * Series C 4.000% Preferred Stock: 16,999 depositary shares * Series D 4.250% Preferred Stock: 12,304 depositary shares * Series E 4.700% Preferred Stock: 8,043 depositary shares 5. Attestor Value Master Fund LP, c/o Attestor Limited 7 Seymour Street London W1H 7JW, UK * 3.500% Senior Notes due 2025: $27,500,000 * 3.125% Senior Notes due 2030: $29,000,000 * 2.100% Senior Notes due 2028: $20,500,000 * 1.800% Senior Notes due 2026: $31,000,000 * 4.345% Senior Fixed/Floating Rate Notes due 2028: $10,500,000 * 4.570% Senior Fixed/Floating Rate Notes due 2033: $10,000,000 * Series B 4.100% Preferred Stock: 33,000 depositary shares * Series C 4.000% Preferred Stock: 44,000 depositary shares * Series D 4.250% Preferred Stock: 44,500 depositary shares * Series E 4.700% Preferred Stock: 26,500 depositary shares 6. Diameter Capital Partners LP 55 Hudson Yards, Suite 29B, New York, NY 10001 * 3.500% Senior Notes due 2025: $18,000,000 * 2.100% Senior Notes due 2028: $5,000,000 * 1.800% Senior Notes due 2026: $77,852,000 * 4.570% Senior Fixed/Floating Rate Notes due 2033: $4,000,000 * Series A 5.250% Preferred Stock: 363,031 depositary shares * Series B 4.100% Preferred Stock: 1,000 depositary shares * Series D 4.250% Preferred Stock: 40,000 depositary shares * Series E 4.700% Preferred Stock: 10,000 depositary shares 7. CastleKnight Management LP 810 Seventh Avenue, Suite 803 New York, NY, 10019 * 3.500% Senior Notes due 2025: $5,522,000 * 3.125% Senior Notes due 2030: $3,000,000 * 1.800% Senior Notes due 2031: $978,000 * 1.800% Senior Notes due 2026: $3,000,000 * Series A 5.250% Preferred Stock: 628,600 depositary shares * Series B 4.000% Preferred Stock: 28,979 depositary shares * Series E 4.700% Preferred Stock: 27,627 depositary shares 8. 140 Summer Partners LP 888 Seventh Avenue New York, NY, 10106 * 3.500% Senior Notes due 2025: $11,675,000 * 3.125% Senior Notes due 2030: $4,000,000 * 2.100% Senior Notes due 2028: $5,000,000 * 4.345% Senior Fixed/Floating Rate Notes due 2028: $11,575,000 * 4.570% Senior Fixed/Floating Rate Notes due 2033: $2,500,000 * Series A 5.250% Preferred Stock: 442,037 depositary shares * Series B 4.000% Preferred Stock: 11,000 depositary shares * Series E 4.250% Preferred Stock: 18,500 depositary shares Counsel to the Ad Hoc Cross-Holder Group: Thomas E Lauria, Esq. Brian D. Pfeiffer, Esq. WHITE & CASE LLP 200 South Biscayne Boulevard, Suite 4900 Miami, FL 33131 Telephone: (305) 371-2700 Facsimile: (305) 358-2700 Email: tlauria@whitecase.com brian.pfeiffer@whitecase.com -and- J. Christopher Shore, Esq. Glenn M. Kurtz, Esq. WHITE & CASE LLP 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 819-8200 Facsimile: (212) 354-8113 Email: cshore@whitecase.com gkurtz@whitecase.com About SVB Financial Group SVB Financial Group (Pink Sheets: SIVBQ) is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co. LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. TAILWIND SMITH: Moody's Affirms 'B3' CFR, Outlook Stable -------------------------------------------------------- Moody's Ratings affirmed the ratings of Tailwind Smith Cooper Intermediate Corporation (aka ASC Engineered Solutions), including the B3 corporate family rating and B3-PD probability of default rating. Concurrently, Moody's affirmed the company's first-lien senior secured term loan rating and the second-lien senior secured term loan ratings at B3 and Caa2, respectively. The outlook is stable. The ratings affirmation reflects Moody's expectation that Tailwind Smith Cooper will restore modest revenue growth at stable margins over the next few years, reversing overall sales declines experienced in 2023. This trend will support stable earnings and cash flow improvement, which will result in gradual improvement in credit metrics through 2025. RATINGS RATIONALE Tailwind Smith Cooper's ratings are supported by its stable EBITA margin which reflects the company's strong brand name and market reputation. Also, the company serves a diverse range of industrial end markets through long-standing customer and distributor relationships, which helps to generate positive free cash flow through economic cycles. However, the company maintains a sizable debt balance which is not likely to be substantially reduced in the near-term. This results in very high financial leverage. Debt-to-EBITDA was over 8x as of the fiscal year ending 2023. Although improved earnings will help to reduce leverage in 2024, Moody's expects debt-to-EBITDA to remain above 6.5x over this period. The ratings also reflect the company's exposure to cyclical end markets, and elevated customer inventories that dampen near-term demand growth. The stable outlook reflects Moody's expectation that, through moderate revenue growth at steady margins, Tailwind Smith Cooper will generate modestly positive free cash flow through 2024, while debt-to-EBITDA will fall to the 6.5x-7.0x range over this period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Tailwind Smith Cooper's ratings could be upgraded if the company demonstrates steady revenue growth at stable margins, resulting in sustained robust positive free cash flow that will be deployed toward debt repayment. Debt-to-EBITDA sustained below 5.5x would support an upgrade, as would EBITA-to-interest approaching 2.0x. The ratings could be downgraded if operating performance weakens or liquidity deteriorates as the result of negative free cash flow. Increasingly aggressive financial policies that entail significantly higher debt levels would also further constrain the ratings. Debt-to-EBITDA sustained above 7.0x and EBITA-to-interest sustained below 1.0x would support a downgrade, as would the inability to refinance 2026 debt maturities before they become current in 2025. The principal methodology used in these ratings was Manufacturing published in September 2021. Headquartered in Oakbrook, Illinois, Tailwind Smith Cooper Intermediate Corporation, manufactures and sources a broad range of industrial products. These include a variety of fittings, couplings, hangers, valves and related products for use in nonresidential construction (including HVAC and fire protection applications), industrial, power and oil & gas end markets. The company is owned by private equity sponsor Tailwind Capital. Revenue totaled $801 million in 2023. TEAL JONES: Gets CCAA Initial Stay Order; PWC as Monitor -------------------------------------------------------- Teal Jones Holdings Ltd. and its affiliates were granted an order commencing proceeding pursuant to the Companies' Creditors Arrangement. Under the initial order, PricewaterhouseCoopers Inc. was appointed as the monitor of the Companies. The Companies, with the consent of the Monitor, entered into an Wells Fargo Syndicate Restructuring Support Agreement ("RSA") with the Wells Fargo Syndicate on April 30, 2024. The RSA provides the key terms for the interim lender's support for the CCAA proceedings, including the provisions of the interim financing facility and the anticipated sales and investment solicitation process. The interim facility provides the Companies with the ability to borrow up to the lesser amount of $116.5 million or the amount provided by the borrowing base plus $56 million. The Companies said that the stay expired on May 3, 2024, and they are seeking an extension of the stay period to Aug. 1, 2024, to provide continued breathing room while it attempt to maximize value for the benefit of its stakeholders through the CCAA proceedings. The monitor has set up a website at https://www.pwc.com/ca/tealjones. The monitor can be reached at: Counsel for the Companies: DLA Piper (Canada) LLP Attn: Colin D. Brousson Jeffrey D. Bradshaw Samantha Arbor Carole Hunter Suite 2700, 1133 Melville Street Vancouver, BC V6E 4E5 Email: colin.brousson@dlapiper.com jeffrey.bradshaw@dlapiper.com samantha.arbor@dlapiper.com carole.hunter@dlapiper.com dannis.yang@dlapiper.com Counsel for the Monitor: Dentons Canada LLP Attn: John Sandrelli Emma Newbery Valerie Cross 20th Floor, 250 Howe Street Vancouver, BC V6C 3R8 Email: john.sandrelli@dentons.com emma.newberry@dentons.com valerie.cross@dentons.com avic.arenas@dentons.com chelsea.denton@dentons.com Counsel for Wells Fargo: Bennett Jones LLP Attn: David Gruber David Rotchtin Michael Shakra 2500 - 666 Burrard Street Vancouver, BC V6C 2X8 Email: gruberd@bennettjones.com rotchtind@bennettjones.com shakram@bennettjones.com Teal Jones Holdings Ltd. -- https://tealjones.com -- is a Canadian forestry company established in 1946 and headquartered in Surrey, British Columbia. TRUGREEN LP: Invesco Dynamic Marks $609,000 Loan at 21% Off ----------------------------------------------------------- Invesco Dynamic Credit Opportunity Fund has marked its $939,000 loan extended to TruGreen L.P. to market at $480,269 or 79% 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 Second Lien Term Loan to TruGreen. The loan accrues interest at a rate of 14.07% (3 mo. Term SOFR + 8.76%) per annum. The loan matures on November 20, 2028. 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 TruGreen provides lawn care services. The Company offers healthy lawn analysis, fertilization, tree and shrub care, weed control, insect control, and other related services. TSC LLC: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: TSC LLC 8591 Prairie Trial Englewood, CO 80112 Business Description: TSC is an information management solutions provider. The Company specializes in assisting paper-reliant businesses across North America in making the transition from paper to digital seamlessly. Chapter 11 Petition Date: May 10, 2024 Court: United States Bankruptcy Court District of Colorado Case No.: 24-12532 Debtor's Counsel: Aaron A. Garber, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street Suite 200 Littleton, CO 80120 Tel: 303-296-1999 E-mail: agarber@wgwc-law.com Total Assets: $942,924 Total Liabilities: $1,624,882 The petition was signed by Vincent Huang as manager/president. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download. Follow this link to get a copy today https://www.pacermonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4J7CMAA/TSC_LLC__cobke-24-12532__0001.0.pdf?mcid=tGE4TAMA TURKEY LEG: Seeks to Hire Pope Law Firm as Legal Counsel -------------------------------------------------------- Turkey Leg Hut & Company LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Pope Law Firm as attorney. The firm will provide these services: a. analyzing of the financial situation, and rendering advice and assistance to the Debtor; advising the Debtor with respect to its duties as a debtor; b. preparing and filing of all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers; c. representing the Debtor at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; d. representing the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; e. preparing and filing of a Chapter 11, Subchapter V, Plan of Reorganization; and f. assisting the Debtor in any matters relating to or arising out of the captioned case, excluding adversary proceedings. The firm will be paid at $400 per hour The firm received a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James Q. Pope, Esq., a partner at Pope Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James Q. Pope Pope Law Firm 6161 Savoy Drive, Suite 1125 Houston, TX 77036 Tel: (713) 449-4481 Fax: (281) 657-9693 Email: jamesp@thepopelawfirm.com About Turkey Leg Hut Turkey Leg Hut is a Houston based restaurant specializing in turkey legs. Turkey Leg Hut sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31275) on March 26, 2024. In the petition filed by Nakia Price, as managing member, the Debtor estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by James Q. Pope, Esq. at THE POPE LAW FIRM. WILSON COLLEGE: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Wilson College, PA's (Wilson) Long-Term Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed at 'BB' $34.7 million of outstanding par (FYE 2023) Chambersburg Area Municipal Authority's education facility revenue and refunding bonds series 2018, issued on behalf of Wilson College. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Wilson College (PA) LT IDR BB Affirmed BB Wilson College (PA) /General Revenues/1 LT LT BB Affirmed BB Wilson's 'BB' ratings reflect the college's adequate balance sheet cushion relative to limited revenue defensibility and solid operating risk assessments. Despite maintenance of comfortable balance sheet resources relative to adjusted debt and recent student enrollment gains, Wilson's ratings are constrained by vulnerable student revenues in a demographically weak and competitive market, reliance on somewhat elevated endowment draws, and near-term expense pressure. The Stable Outlook reflects Fitch's view that Wilson's conservative budgeting and expense management will mitigate potential revenue volatility, supporting Wilson's prospects for ongoing financial performance at the current rating level. The Stable Outlook also considers the impacts of a Fitch-modeled, forward-looking stress scenario on Wilson's operating and leverage metrics. Fitch's stress scenario indicates that Wilson has ability to withstand modeled assumptions and maintain sufficient financial metrics over time that are consistent with its rating. SECURITY The bonds are a general obligation of Wilson and are secured by a pledge of the college's gross revenues, a mortgage on its core campus property and a cash-funded debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'bb' Targeted Strategies Grow Enrollment in Unfavorable Market; Some Revenue Diversity Wilson's fall 2023 headcount enrollment of 1,555 was comprised of 622 traditional undergraduates and 228 graduate students, with the remaining 705 students enrolled in online, adult, teacher education and dual-enrollment programs. Traditional undergraduate headcount in fall 2023 increased 18% yoy to a four-year high but was still shy of its recent 662 peak in fall 2019. Wilson's adult degree and teacher certification pathways and some newer online programs also achieved significant growth yoy. Management reports spring 2024 students at a recent high record. The return of in-person recruiting, improved retention, and popularity of some unique undergraduate and new online programs contributed to the year's enrollment growth. For fall 2024, traditional undergraduate applications are similar to the same time last year, but yoy ytd deposits are down materially. Management anticipates deposits are largely delayed this year and may at least partially recover to the prior year's levels, as colleges nationwide had to postpone offering financial aid packages to students due to late receipts of Free Application for Student Aid (FAFSA) data from the U.S. Department of Education (DOE). With a relatively high 34% of Wilson's undergraduates eligible for federal Pell Grants in the 2021-2022 academic year according to federal data, Fitch considers Wilson's student population to be price sensitive. Wilson's most popular undergraduate majors are nursing and veterinary studies, both programs with little local competition. However, Wilson's largely regional draw in a demographically unfavorable and competitive Pennsylvania region with nearby public options subjects the college to significant demand pressures in the traditional undergraduate student market. Wilson's limited student demand position in the undergraduate market is partially offset by its online college (launched in fall 2022) and by graduate, adult and teacher education programs. Wilson is adding new programming including mostly online programs in allied health professions. New NCAA equestrian teams have also garnered some demand and success. Wilson benefits from steady gift income averaging over 9% of operating revenues over the past five years and from distributions from a sizeable $52 million endowment at FYE 2023. Endowment distributions averaged 13% of operations over the same period. These revenue sources, together with grants and investment income, favorably reduced Wilson's reliance on potentially vulnerable student-generated revenues to around 65% of operations over the past several years. Wilson has also increased its current three-year fundraising campaign target to $20 million from $16 million, based upon strong donor support. Operating Risk - 'a' Solid Cash Flows; Manageable Capital Needs Operating cost flexibility is solid as reflected in historically solid cash flows. Wilson's Fitch-calculated cash flow margins were 11% in fiscal 2023 and are expected to be around 14% in fiscal 2024. This includes a boost from elevated endowment draws, which Fitch expects to continue in the near term at 7% (the maximum allowed under Pennsylvania law). The college budgets conservatively and manages cash expenses in line with revenues. The expense base is somewhat flexible, with a high proportion of adjunct faculty. Nevertheless, budgeting for fiscal 2025 will be challenging, due to the dual pressures of the uncertain fall 2024 undergraduate enrollment and new Department of Labor overtime pay thresholds effective July 1, 2024. Fitch considers capital spending needs to be moderate in the context of recently completed capital investments and consistent donor support, despite a high and increasing Fitch-calculated age of plant of 19 years at FYE 2023. Internally funded capex is expected to be limited to repair and replacement costs in the near future. Financial Profile - 'bbb' Adequate Balance Sheet Resources Resilient to Stress in Forward-Looking Scenario Wilson's 'bbb' financial profile assessment reflects adequate Available Funds (AF: cash and investments less permanently restricted net assets) relative to adjusted debt of 70% at FYE 2023. Despite maintenance of comfortable balance sheet ratios relative to adjusted debt, Wilson's ratings are constrained by somewhat volatile student enrollment history with a small enrollment base in a demographically weak and competitive market, elevated endowment draws, and near-term expense pressure. Wilson's 'BB' ratings and Stable Outlook reflect leverage ratios that are sensitive to economic and demand stress but remain consistent with the 'BB' rating in Fitch's forward-looking scenario analysis. The Fitch-modeled scenario incorporates expectations of Wilson's future revenues, expenses, and capex, and applies potential financial market stress to Wilson's investment portfolio. Wilson is subject to two financial covenants under bond documents: a DSCR of 1.1x and DCOH of 120. The college was in compliance with both covenants as of FYE 2023, with management-calculated values of 1.28 DSCR and 325 DCOH. Management also projects to meet these covenants for FY 2024. Asymmetric Additional Risk Considerations No asymmetric additional risk considerations apply to Wilson's rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weakening student demand, as evidenced by material declines in enrollment or net tuition and fee revenue; - An increase in the college's endowment draw; - Diminished operating cost management with cash flow margins declining below 10% on a sustained basis; - Deteriorating financial profile as demonstrated by AF-to-adjusted debt falling below 50% at future fiscal year-ends and in Fitch-modeled forward-looking scenarios. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued growth of student-generated revenues across multiple program offerings; - Continued strong cash flow margins and debt service coverage ratios with sustainable endowment draws closer to 5%; - Improved financial profile as demonstrated by sustained maintenance of AF-to-adjusted debt above 80% at future fiscal year-ends and in Fitch-modeled forward-looking scenarios. PROFILE Wilson College is situated on 275 acres in Chambersburg, PA, in the south-central area of the state close to the Maryland border and about 50 miles southwest of Harrisburg, the Pennsylvania state capitol. Initially founded as a women's college in 1869 by two Presbyterian ministers, the college became coeducational in fall 2013 and currently offers undergraduate, graduate, adult and high school (dual-enrollment and exchange) programs. New online programs were launched in fall 2022. Approximately 50% of undergraduates live on campus, and approximately 45% are student-athletes on one of Wilson's NCAA Division 3 teams. Wilson is accredited by the Middle States Commission on Higher Education with additional recognition from the accrediting bodies related to the college's various undergraduate and graduate offerings. Wilson's DOE composite score for fiscal 2023 was 2.5, which the DOE categorizes as financially responsible. 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. YWFM LLC: Hires Professional Management as Accountant ----------------------------------------------------- YWFM, LLC d/b/a Brian's Tire and Service seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Professional Management Systems, Inc. as accountant. The firm will provide tax advice and accounting or bookkeeping services to the Debtor. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Georgia Evans, a partner at Professional Management Systems, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Georgia Evans Professional Management Systems, Inc. 4590 Coach Lane Chipley, FL 32428 About YWFM, LLC d/b/a Brian's Tire and Service YWFM, LLC, doing business as Brian's Tire and Service, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-40141) on April 3, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Brian Lombardino, owner, signed the petition. Judge Karen K. Specie oversees the case. Byron W. Wright III, Esq., at Bruner Wright, P.A. represents the Debtor as legal counsel. ZION OIL: Reports $1.8 Million Net Loss in 2024 First Quarter ------------------------------------------------------------- Zion Oil & Gas, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss for the three months ended March 31, 2024, of $1.8 million compared to $2.1 million for the three months ended March 31, 2023. The Company currently has no revenue generating operations. The Company incurs cash outflows from operations, and all exploration activities and overhead expenses to date have been financed by way of equity or debt financing. The recoverability of the costs incurred to date is uncertain and dependent upon achieving significant commercial production of hydrocarbons. The Company said its ability to continue as a going concern is dependent upon obtaining the necessary financing to undertake further exploration and development activities and ultimately generating profitable operations from its oil and natural gas interests in the future. The Company's current operations are dependent upon the adequacy of its current assets to meet its current expenditure requirements and the accuracy of management's estimates of those requirements. Should those estimates be materially incorrect, the Company's ability to continue as a going concern may be in doubt. During the three months ended March 31, 2024, the Company had an accumulated deficit of approximately $288 million. These factors raise substantial doubt 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/yc5t3f9r About Zion Oil & Gas Dallas, Texas-based Zion Oil & Gas, a US public company traded on the OTC Market, explores for oil and gas onshore in Israel. As of March 31, 2024, the Company has $26.8 million in total assets and $3.7 million in total liabilities. Las Vegas, Nev.-based RBSM LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 5, 2024, citing that the Company has suffered recurring losses from operations and had an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. [*] Adaptive Reuse to Drive Distressed Investing in 2024 and Beyond ------------------------------------------------------------------- Distressed investing will be a prime focus in commercial real estate in 2024 and beyond, with the office market continuing as the largest source of stress, advised a real estate sales veteran from A&G Real Estate Partners. Writing in the Turnaround Management Association's Journal of Corporate Renewal, A&G Real Estate Sales Managing Director Christian Koulichkov points to buying opportunities in office, multifamily, mixed-use, and hospitality properties due to a "perfect storm of maturities, increased borrowing costs, tighter lending standards, and reduced cash flow." In his Featured Article for JCR's May issue ("Adapt & Thrive: Innovative Strategies to Overcome Real Estate Distress"), Mr. Koulichkov notes that properties all over the United States are in a pickle as a result of pre-Covid business decisions. "Imagine a borrower that bought an underperforming mid-size office building in a top 20 market in 2019 with plans to reposition the asset to attract new higher-paying tenants by changing floor plate layouts and adding tenant amenities to boost rents," he writes. "The game plan would call for a high-leverage 5-year interest-only loan with the goal of refinancing the debt long term when the note came due in 2024 based on the increased occupancy, rent rolls, and a higher valuation. Post pandemic, that borrower is struggling to fill the space with the desired tenancy, and their loan is underwater making a traditional refinance impossible." While today's investors have "enough dry powder to fill the back bowls of Aspen, Sun Valley, and Jackson Hole multiple times over," Mr. Koulichkov continues, in many cases, their best option will be adaptive reuse—conversion projects that are "not always linear and can require community buy-in, a rezoning process, and a capital base that will allow for reasonable timelines." For example, public-private partnerships and rezonings are essential to making proformas pencil out in office-to-residential conversions, writes Mr. Koulichkov, who boasts more than a decade of experience in selling assets in and out of bankruptcy. The executive cites the successful conversion of a 525,000-square-foot, 1970s-era office building at 160 Water Street in New York City's Seaport into 588 residential units. An opportunistic investment firm "purchased the building in 2022 for $272 million," he explains. "At $518 per square foot, this price is heavily discounted versus replacement cost and an example of an adaptive use triumph." In retail real estate, reuse opportunities include backfilling vacant anchor spaces with the likes pickleball courts, self-storage facilities, daycare/early education centers or residential buildings. Meanwhile, higher education faces a demographic cliff and is in a serious economic predicament. "These failing institutions are the next big land grab in the U.S. because many of them sit on prime property in major metropolitan areas," Mr. Koulichkov notes. Two recent A&G deals in New York illustrate the potential for adaptive use to benefit this sector. Mr. Koulichkov points to The College of New Rochelle, which sold in bankruptcy and was converted by the Freemasons into senior housing, community space and a TV/film set, and Cazenovia College in New York, which now houses an auxiliary academy for the state police. In the piece, he observes that regional banks exposed to Class B and C office and multifamily loans are now struggling to stay within FDIC regulated thresholds and that the maturity wave also will affect the CMBS market, adding to commercial real estate distress. "The smart money has been building a war chest and waiting for the maturity tsunami to flood the market with opportunity," Mr. Koulichkov writes. "The amount of capital chasing these deals will be fierce and unprecedented." In this environment, the right move might just be to convert a college campus into senior housing, an overlooked office building into downtown apartments, or a former Bed Bath & Beyond into pickleball courts. "These imaginative solutions," Mr. Koulichkov concludes, "can provide the distressed investor with a valuable edge" in producing higher cash-on-cash yields. The full article is available at: https://turnaround.org/jcr/2024/05/adapt-thrive-innovative-strategies-overcome-real-estate-distress [*] Public Sale of Collateral Set for June 4 -------------------------------------------- For default in payment and performance of obligations under certain pledge and security agreement dated Aug. 29, 2018, by the defaulting debtor/borrower/pledgor, Mannion Auctions LLC by William E. Mannion and Matthew D. Mannion, on behalf of Palm Avenue Hialeah Trust, Delaware statutory trust, for and behalf of and solely with respect to Series 2023-3 ("secured party"), will sell at public auction certain collateral, via the virtual Zoom platform and in-person at the offices of Offit Kurman PA, attorney's for secured party, located at 590 Madison Avenue, 6th Floor, New York, New York 10022. Public sale is June 4, 2024, at 11:00 a.m. ET. The sale is subject to the conditions set forth in the terms of sale and such revisions thereto as may be announced at the start or prior to the auction (commencing with respect to the availability of additional information, bidding requirements, deposit amounts, bidding procedures, and consummation of the public sale), will also be available by contacting secured party's representatives: Jason A. Nagi, Esq., Offit Kurman PA, at jason.nagi@offitkurman.com or 212-380-4108, Joyce A. Kuhns, Esq., Offit Kurman PA at jkuhn@offitkurman.com or 410-209-6400 or Matthew D. Mannion at mdmannion@jpandr.com or 212-267-6698, Alex Fuchs at Afuchs@rosewoodrg.com or 212-359-9912. Only a boni fide bidder who wires $1 million, lien holders and the Debtor/Borrower/Pledgor will be permitted to participate in the auction. The bid deadline is May 30, 2024, at 5:00 p.m. ET. [*] Real Property Foreclosure Set for May 31 -------------------------------------------- A foreclosure sale will take place on May 31, 2024 of first-priority deed of trust on the site of former 1906 Pine Crest Inn, Tryon, North Carolina, Multiple housing buildings, restaurant & conference center. Further information regarding the sale contact Brad Friesen, Bell Davis Pitt., P.A., or the sale trustee, Philipp Fegan at Tel: 828-894-3541. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***