/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240516.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, May 16, 2024, Vol. 28, No. 136 Headlines 1132 39 ST: Unsecureds Owed $237K to Get 10% of Their Claims 225 BOWERY: Plan Exclusivity Period Extended to July 24 225 BOWERY: Unsecureds Owed $4M to get 27.5% of Their Claims 2335 INVESTMENTS: Unsecureds Will Recover 84% to 95% in Plan 5 EAST 51ST: NY Real Property Up For Sale on June 3 50 CROSBY: Court Approves Disclosures and Confirms Plan 5280 AURARIA: Seeks Cash Collateral Access Thru June 30 59 NORTH 6TH STREET: Files Amendment to Disclosure Statement 80 WEST WASHINGTON: Amends Plan; Confirmation Hearing June 11 ABILENE CONVENTION: S&P Lowers 2021A Revenue Bonds Rating to 'BB' ABILITY AUTOS: Unsecureds Will Get 20.94% of Claims over 5 Years ABSOLUTE DIMENSIONS: Seeks to Use Cash Collateral AGAINST THE GRAIN: Has Deal on Cash Collateral Access AHS REALTY: Case Summary & Three Unsecured Creditors AINOS INC: Incurs $3.31 Million Net Loss in First Quarter AINOS INC: Taiwanese Firm Extends $9-Mil. Financing ALROSE PATCHOGUE: Case Summary & Six Unsecured Creditors AMP ENTERPRISES: Public Auction of Collateral Set ANTIBE THERAPEUTICS: Gets Initial Stay Order Under CCAA APPGATE INC: Court OKs $18MM DIP Loan From U.S. Bank APPLIED DNA: Incurs $4.49 Million Net Loss in Second Quarter ARCHDIOCESE OF NEW ORLEANS: Creditors Lose Bid for Committee ARCHDIOCESE OF NEW YORK: Fails to Shed Insurance Suit ATLANTIC RADIO: June 3 Bankruptcy Sale Auction Set BEN MUR: Case Summary & Five Unsecured Creditors BHAVI HOSPITALITY: Files Emergency Bid to Use Cash Collateral BIRD GLOBAL: Claimant Says Disclosure Inadequate BLUE LINE: Posts $157K Net Income in First Quarter BLUE RACER: Moody's Gives B2 Rating on New Senior Unsecured Notes BLUE RACER: S&P Rates New $500MM Senior Unsecured Notes 'B+' BLUM HOLDINGS: Amends & Restates LOI With Safe Accessible BROCATO'S SANDWICH: Files Emergency Bid to Use Cash Collateral C. L. DALE: Wins Interim Cash Collateral Access CAPITAL TACOS: Court OKs Interim Cash Collateral Access CAREISMATIC BRANDS: Plan Exclusivity Period Extended to Sept. 18 CASA SYSTEMS: Gets Court Okay to Sell Cloud Unit to Fund Case CBAK ENERGY: Delays Filing of First Quarter 2024 Form 10-Q CES ENERGY: S&P Rates New C$200MM Senior Unsecured Notes 'B' CGI 640 OCEAN: July 17 Public Sale Auction Set CHARGE ENTERPRISES: Court Confirms Chapter 11 Plan CIM TRUST 2020-J1: Moody's Upgrades Rating on Cl. B-5 Certs to Ba1 CITY BREWING: Invesco VVR Marks $5.3MM Loan at 23% Off CKM SHINING: Voluntary Chapter 11 Case Summary CREATIVE REALITIES: Incurs $109K Net Loss in First Quarter CREATIVE REALITIES: Obtains Commitment for $20M Credit Facility CURIS INC: Incurs $11.9 Million Net Loss in First Quarter CYTOSORBENTS CORP: Incurs $6.36 Million Net Loss in First Quarter DAY ONE DISTRIBUTION: Wins Cash Collateral Access on Final Basis DBA TRANSPORTATION: Unsecureds Owed $877K to Get 14% in Plan DBA TRANSPORTATION: Wins Cash Collateral Access Thru June 28 DEELISH BRANDS: Chapter 15 Case Summary DELTA TOPCO: S&P Assigns 'CCC' Rating on $455MM Second Lien Debt DEPETRIS FAMILY: Wins Cash Collateral Access Thru Aug 31 DIAMOND SPORTS: Comcast Loses 15 Bally Channels in Fee Dispute DIOCESE OF CAMDEN: Insurers Can't Stop Abuse Settlement DIOCESE OF ROCHESTER: CNA Fine-Tunes Reorganization Plan DIOCESE OF ROCKVILLE CENTRE: Victims Want Chapter 11 to Proceed DODGE CONSTRUCTION: Moody's Lowers CFR to Caa2, Outlook Negative ECHOSTAR CORP: All Three Proposals Passed at Annual Meeting EMPIRE TODAY: Invesco VVR Marks $3.3MM Loan at 19% Off ENTRUST ENERGY: Appeals Court Sides With 5th Circ. in ERCOT Dispute ESJ TOWERS: Unsecureds Owed $27M to get $750K in Plan FARGO BREWING: Hits Chapter 11 Bankruptcy Protection FLORIST ATLANTA: Wins Cash Collateral Access on Final Basis FREE SPEECH: Judge Considers Tossing Chapter 11 Case FRONTLINE MACHINING: Court OKs Deal on Cash Collateral Access FRUIT JOY: Public Sale Auction Set for June 3 FRUIT JOY: Public Sale Auction Set for June 3 GAMIDA CELL: Seeks Ch. 15 to Complete Take-Private Deal GIZMO BREW: Court OKs Cash Collateral Access Thru June 10 GLOBAL NETWORK: Case Summary & One Unsecured Creditor GLOBAL TECHNOLOGIES: Posts $2.76 Million Net Income in 3rd Quarter GOLDEN INDUSTRIAL: Court Confirms Chapter 11 Plan GOODNIGHT WATER: Moody's Assigns 'B2' CFR, Outlook Stable GREAT CANADIAN: S&P Alters Outlook to Stable, Affirms 'B' ICR GREATER LIBERTY: Court OKs Cash Collateral Access Thru May 30 GRINDING MEDIA: Moody's Alters Outlook on 'B3' CFR to Negative GULTON INCORPORATED: Court OKs Interim Cash Collateral Access HOTOPP PROPERTIES: Court OKs Cash Collateral Access Thru May 30 JJ BEN CORP: Case Summary & 20 Largest Unsecured Creditors JOONKO DIVERSITY: Case Summary & Two Unsecured Creditors KENBENCO INC: Case Summary & 20 Largest Unsecured Creditors KIDKRAFT INC: Case Summary & 30 Largest Unsecured Creditors KINETIK HOLDINGS: S&P Affirms 'BB+' ICR, Outlook Stable KIPP INDIANAPOLIS: Moody's Affirms Ba1 Rating on 202A/2020B Bonds KJB HOLDINGS: Case Summary & 20 Largest Unsecured Creditors KPM INVESTMENT: Court OKs Interim Cash Collateral Access KRATON CORP: Moody's Downgrades CFR to B1, Outlook Negative LEGACY-XSPIRE: Debtors Will Liquidate to Pay Claims in Plan LILIUM N.V.: Schedules Extraordinary General Meeting for May 30 M&G TRANSPORTATION: Voluntary Chapter 11 Case Summary MAG DS: S&P Alters Outlook to Negative, Affirms 'B-' ICR MALLINCKRODT PLC: Doesn't Need to Pay Drug Royalty in Chapter 11 MASTINO MANAGEMENT: Voluntary Chapter 11 Case Summary MEDI-WHEELS: Case Summary & 20 Largest Unsecured Creditors MID-STATES PAINT: Wins Cash Collateral Access MRC GLOBAL: S&P Upgrades ICR to 'B', Outlook Stable NAC AVIATION: Invesco VVR Writes Off $2.2MM Term Loan NAKED JUICE: Invesco VVR Marks $1.5MM Loan at 18% Off NEKTAR THERAPEUTICS: Incurs $36.8 Million Net Loss in Third Quarter NEPHRITE FUND: Case Summary & 13 Unsecured Creditors NUZEE INC: Closes Private Placement Financing of $320K NUZEE INC: Xiang Zhang Holds 17.6% Equity Stake NUZEE INC: Yumei Liu, Future Science Disclose 11.3% Equity Stake OBERWEIS DAIRY: Court OKs $1MM DIP Loan from CIBC Bank OBERWEIS DAIRY: Intends to Slash 127 Workers Beginning June OCUGEN INC: Incurs $11.9 Million Net Loss in First Quarter OMNIQ CORP: Submits Application to OTCQX Marketplace OZLM LTD XX: Moody's Cuts Rating on $6.975MM Class E Notes to Caa2 PARLEMENT TECHNOLOGIES: Seeks Chapter 11 Bankruptcy PEER STREET: Class 15 Unsecured Claims Unimpaired in Plan PIZZA PALS: Wins Cash Collateral Access Thru May 29 PRIME CAPITAL: Case Summary & 20 Largest Unsecured Creditors PUERTO RICO: PREPA Bondholders Wants Bigger Payouts QHT-US INC: Wins Cash Collateral Access Thru May 21 R&W CLARK CONSTRUCTION: Wins Cash Access Thru May 31 R1 RCM: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable RAI INC: Seeks Continued Cash Collateral Access RED LOBSTER: In Desperate Bid to Prevent Bankruptcy RED LOBSTER: Reportedly Mulling Chapter 11 Filing REVA HOSPITALITY: Files Emergency Bid to Use Cash Collateral SALISH COAST: Court Approves Disclosure Statement SARC TN: Voluntary Chapter 11 Case Summary SCHOFFSTALL FARM: Voluntary Chapter 11 Case Summary SEAWORLD PARKS: S&P Upgrades ICR to 'BB' on Sustained Low Leverage SENESTECH INC: Incurs $1.83 Million Net Loss in First Quarter SOLDIER OPERATING: Case Summary & 20 Largest Unsecured Creditors SOUND INPATIENT: Nears Advanced Debt Deal With Lenders SPARTA US: Moody's Affirms 'B1' CFR & Alters Outlook to Negative SPITFIRE ENERGY: Seeks to Extend Plan Exclusivity to June 7 STARBRIDGE (ONTARIO): Court OKs $1.1 DIP Loan from CORE Hotel STEEL METHOD: Court Confirms Chapter 11 Plan TABOR MANOR: Files Emergency Bid to Use Cash Collateral TEBO MILL: Gets CCAA Initial Stay Order; Mackay & Crowe as Monitor TED BAKER: Seeks Bankruptcy Protection in U.S., Canada TEHUM CARE: Prisoners Want Bankruptcy Ruling Overturned TELLURIAN INC: Agrees to Terminate T.R. Winston ATM Agreement TENNESSEE VASCULAR: Court OKs Cash Collateral Access on Final Basis TGI FRIDAYS: Mulls Options to Repay Bonds THRASIO HOLDINGS: Appoints Stephanie Fox as CEO as Greeley Resigns TREMONT CHICAGO: Court OKs Interim Cash Collateral Access TROJAN EV: Dives in Chapter 11 Bankruptcy Protection TURF APPEAL: Court OKs Cash Collateral Access on Final Basis UN ENTERPRISE: Case Summary & Five Unsecured Creditors WAGON WEST: Case Summary & Six Unsecured Creditors WEISS MULTI-STRATEGY: Hits Chapter 11 Bankruptcy Protection WEWORK INC: Cuts Deal With Lenders, Spurns Neumann Proposal WEWORK INC: Receives Court Approval of Disclosure Statement WHITESTONE UPTOWN: Seeks to Extend Plan Exclusivity to May 29 WOM SA: Bondholders Seek Chapter 11 Case Dismissal [*] Municipal Finance Assets Up for Sale on May 31 [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1132 39 ST: Unsecureds Owed $237K to Get 10% of Their Claims ------------------------------------------------------------ 1132 39 ST LLC submitted a Disclosure Statement in support of Debtor's Plan of Reorganization. The Plan contemplates the continuation of Debtor's operation of the real property known as 1014 Halsey Street, Brooklyn, New York 11207, Block: 3408; Lot: 29 (the "Property"). Financing for the Plan will come from approximately $1 Million in Short Term Financing, from the revenues of the Property, ongoing business operations and/or owners' contributions. Under Plan, Class 4 – General Unsecured Claims totaling $237,297 and are impaired. Beginning 30 days after the Effective Date, the Reorganized Debtor will make payments in equal installments for a period of 5 years, paying 10% of each claim. Payment in full or partial satisfaction of the Allowed Class 4 Claim may be made at any time without pre-payment penalty. At the end of the year, the Debtor will secure traditional financing and continue operations. Counsel for 1132 39 ST LLC: Vivian Sobers, Esq. SOBERS LAW, PLLC 11 Broadway, Suite 615 New York, NY 10004 Tel: (917) 225 -4501 A copy of the Disclosure Statement dated April 24, 2024, is available at https://tinyurl.ph/LJQnr from PacerMonitor.com. About 1132 39 St LLC 1132 39 ST LLC, sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-44527) on Dec. 7, 2023. The Debtor estimated listed assets of $985,000 and liabilities of $1,200,000 as of the bankruptcy filing. The Hon. Jil Mazer-Marino is the case judge. The Law Offices Joshua R. Bronstein led by Joshua Bronstein, is the Debtor's counsel. 225 BOWERY: Plan Exclusivity Period Extended to July 24 ------------------------------------------------------- Judge Thomas M. Horan of the U.S. Bankruptcy Court for the District of Delaware extended 225 Bowery, LLC's exclusive periods to file a plan of reorganization and obtain acceptance thereof to July 24 and September 24, 2024, respectively. As shared by Troubled Company Reporter, the Debtor has made significant progress with its key stakeholders as reflected in the Plan and Disclosure Statement. The Debtor entered into the Paz Parties Settlement Term Sheet with David S. Paz and certain of his affiliates (collectively, the "Paz Parties"), which collectively have filed claims in this case totaling more than $30 million (the "Paz Parties Claims"). Meanwhile, the Debtor and Hotel and Gaming Trades Council, AFL-CIO (the "Union") have had a number of meetings to discuss a potential consensual resolution of the Union's claims and the modification or termination of the collective bargaining agreement between the Union and the Hotel Association of New York City, Inc. The Debtor plans to continue the constructive dialogue it has had with the Union and is optimistic that an agreement with the Union can be reached. 225 Bowery Lender LLC (the "Secured Lender") remains the last key stakeholder for which the Debtor has not yet reached an agreement for the consensual treatment of its claim. The Debtor has yet again agreed to delay the hearing to consider approval of the Disclosure Statement to continue negotiations with the Secured Lender to determine whether a consensual resolution between the parties is possible. Finally, because of the overwhelming consensus around the Plan, the Debtor believes that the only other party likely to propose a plan in this case is the Secured Lender. The Debtor has agreed to another delay of the hearing to consider approval of the Disclosure Statement (i.e., initially scheduled nearly two months ago on January 23, 2024) to accommodate and attempt to reach consensus with the Secured Lender. 225 Bowery, LLC is represented by: Michael R. Nestor, Esq. Matthew B. Lunn, Esq. Ryan M. Bartley, Esq. Joshua B. Brooks, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Email: mnestor@ycst.com mlunn@ycst.com rbartley@ycst.com jbrooks@ycst.com - and - Gerard S. Catalanello, Esq. James J. Vincequerra, Esq. Dylan S. Cassidy, Esq. Kimberly J. Schiffman, Esq. ALSTON & BIRD LLP 90 Park Avenue New York, NY 10016 Tel: 212-210-9400 Email: gerard.catalanello@alston.com james.vincequerra@alston.com dylan.cassidy@alston.com kimberly.schiffman@alston.com About 225 Bowery 225 Bowery, LLC, is a New York-based company operating in the traveler accommodation industry. 225 Bowery sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10094) on Jan. 24, 2023. In the petition signed by its chief restructuring officer, Nat Wasserstein, the Debtor reported $50 million to $100 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. Alston & Bird LLP and Young Conaway Stargatt and Taylor, LLP represent the Debtor as legal counsel while Nat Wasserstein of Lindenwood Associates, LLC serves as the Debtor's chief restructuring officer. Bank Hapoalim B.M., as lender, is represented by Scott S. Balber, Esq., at Herbert Smith Freehills New York, LLP. 225 BOWERY: Unsecureds Owed $4M to get 27.5% of Their Claims ------------------------------------------------------------ 225 Bowery LLC submitted a Disclosure Statement for the Third Amended Chapter 11 Plan. In July 2023, the Debtor filed a motion for the entry of orders approving certain bidding procedures for the marketing and sale of the Debtor's assets, and granting related relief. By the bid deadline of Nov. 7, 2023, the Debtor received four bids. As of the date hereof, the Debtor is reviewing each bid received to determine whether any or all have satisfied the bid requirements. Based upon the bids received, the overall information gleaned from the marketing process run by Keen-Summit, as well as the aforementioned developments and progress made with regard to a Restructuring of the Debtor as provided for in the Secured Lender Settlement Agreement, the Debtor exercised its discretion and terminated the sale process. The Debtor reserved the right to decide whether to seek implementation of the Plan through a Reorganization or an Asset Sale Wind-Down. The Debtor's decision whether to proceed with a Reorganization or an Asset Sale Wind-Down considered a number of factors, including (a) the outcome of the marketing and sale process run by Keen-Summit, and (b) whether or not the Debtor and the Union have reached an agreement with regard to (i) the mutual termination or modification of the CBA, and (ii) reconciliation and treatment of any and all claims arising or related thereto. Under the Plan, Class 8 General Unsecured Claims totaling $4,111,655 and will recover 27.5% of their claims. Each holder of an allowed general unsecured claim will receive its pro rata share of the GUC Reorganization Payments, which will be paid in 4 equal installments on each of (i) a date chosen by the Plan Administrator that is not later than 6 months following the Effective Date, (ii) a date chosen by the Plan Administrator that is not later than 12 months following the Effective Date, (iii) a date chosen by the Plan Administrator that is not later than 15 months following the Effective Date and (iv) a date chosen by the Plan Administrator that is not later than 18 months following the Effective Date; provided however that if a general unsecured claim is not allowed as of the date of any such payment, the holder will receive such payment within 30 days following the allowance of such general unsecured claim. Class 8 is impaired. The Debtor or the Reorganized Debtor, as applicable, will fund distributions under the Plan with cash on hand and income or other proceeds generated by the operation of the Reorganized Debtor. The hearing to consider confirmation of the Plan has been scheduled for June 11, 2024 at 10:00 a.m. (Eastern Time). Objections to confirmation of the Plan must be filed on or before May 29, 2024 at 4:00 p.m. (Eastern Time). The deadline to vote to accept or reject the Plan is 5:00 p.m. (Eastern Time) on May 29, 2024. Attorneys for the Debtor: Gerard S. Catalanello, Esq. James J. Vincequerra, Esq. Dylan S. Cassidy, Esq. Kimberly J. Schiffman, Esq. ALSTON & BIRD LLP 90 Park Avenue New York, NY 10016 Tel: (212) 210-9400 Fax: (212) 210-9444 E-mail: Gerard.Catalanello@alston.com James.Vincequerra@alston.com Dylan.Cassidy@alston.com Kimberly.Schiffman@alston.com -and- Michael R. Nestor, Esq. Matthew B. Lunn, Esq. Ryan M. Bartley, Esq. Andrew A. Mark, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Rodney Square Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: mnestor@ycst.com mlunn@ycst.com rbartley@ycst.com amark@ycst.com A copy of the Disclosure Statement dated April 24, 2024, is available at https://tinyurl.ph/mQkes from PacerMonitor.com. About 225 Bowery 225 Bowery, LLC, is a New York-based company operating in the traveler accommodation industry. 225 Bowery sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10094) on Jan. 24, 2023. In the petition signed by its chief restructuring officer, Nat Wasserstein, the Debtor reported $50 million to $100 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. Alston & Bird LLP and Young Conaway Stargatt and Taylor, LLP, represent the Debtor as legal counsel while Nat Wasserstein of Lindenwood Associates, LLC serves as the Debtor's chief restructuring officer. Bank Hapoalim B.M., as lender, is represented by Scott S. Balber, Esq., at Herbert Smith Freehills New York, LLP. 2335 INVESTMENTS: Unsecureds Will Recover 84% to 95% in Plan ------------------------------------------------------------ 2335 Investments, LLC, submitted a Disclosure Statement, dated April 23, 2024. The Debtor is the owner of a single‐family home at 795 Russell Lane, Milpitas, CA 95035 ("Property"). The Debtor values the Property at $1,800,000 but after discussions with real estate professionals, the valuation may be closer to $1,900,000. Under the Plan, Class 2 General Unsecured Claims will recover 84% to 95% of their claims and are impaired. Creditors will be paid from the proceeds of sale a pro-rata distribution of their allowed claim equal to the lesser of their allowed claim together with interest at 5.16 % per annum or the net proceeds of sale after secured, administrative and priority creditors are paid in full. Payments and distributions under the Plan will be funded by sale of the Property within 90 days of the Effective Date (unless sooner sold) or 60 days of the lifting of any lis pendens or expiration of any restraining order or other cloud on title brought directly or indirectly by Terry Kenney or Kimberly Kenney. The hearing at which the Court will determine whether to approve this Disclosure Statement will take place on June 6, 2024 at 1:30 PM in Courtroom 10, at the United States Bankruptcy Court, Northern District of California, San Jose Division at 280 So. First St., San Jose, CA 95113. Objections to the Disclosure Statement must be filed with the Court and served upon debtor, debtor's counsel, the Office of the United States Trustee, and all parties requesting special notice by May 30, 2024. Attorneys for the Debtor: Lars T. Fuller, Esq. THE FULLER LAW FIRM, PC 60 No. Keeble Ave. San Jose, CA 95126 Tel: (408) 295-5595 Fax: (408) 295-9852 E-mail: admin@fullerlawfirm.net A copy of the Disclosure Statement dated April 24, 2024, is available at https://tinyurl.ph/LHPRv from PacerMonitor.com. About 2335 Investments 2335 Investments LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 2335 Investments is the owner of the real property located at 795 Russell Lane Milpitas, CA 95035, valued at $1.8 million. 2335 Investments LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-50088) on Jan. 25, 2024. In the petition filed by Daniel Shaw, as managing member, the Debtor reported total assets of $1,819,744 and total liabilities amounting to $1,687,587. The Debtor is represented by Lars T. Fuller, Esq. at The Fuller Law Firm. 5 EAST 51ST: NY Real Property Up For Sale on June 3 --------------------------------------------------- Fortress Credit CO LLC ("Secured Party"), the agent under certain loan agreement, will offer at public auction all member and other equity interests in and to 100% of the limited liability company interests in 5 East 51st ST Development Company LLC ("pledged securities"), which entity, directly or indirectly owns, leases and operates the real property located at 5 East 51st Street, New York, New York. The public auction will be held in person and virtually via zoom remote meeting on June 3, 2024, at 1:30 p.m. EST. All potential bidders will be required to comply with all federal and state securities laws in effect in respect of the submission of bids and actual purchases of the pledged securities. To review and execute the confidentiality agreement, visit https://rimarketplace.com/listing/63487/ucc-disposition-sale-pledge-of-equity-interest-indirect-interest-in-mixed-use-development-new-york-ny. For questions and inquiries, contact Brock Cannon of Newmark Group Inc. at brock.cannon@nmrk.com or Jasmine Khaneja of Milbank LLP at jkhaneja@milbank.com 50 CROSBY: Court Approves Disclosures and Confirms Plan ------------------------------------------------------- Judge Eduardo V. Rodriguez has entered an order approving the Disclosure Statement and confirming the Plan of 50 Crosby Pines, Ltd, et al. The Plan objections have all been resolved through agreement rendering such objections moot, or have been overruled. The Court has analyzed and addressed the requirements for the confirmation of the Plan separately as to each of the Debtors. Each Debtor has its own separate estate in bankruptcy. Although these Bankruptcy Cases were administratively consolidated, the Debtors' separate estates were never substantively consolidated, and each Debtor's estate remains separate for all purposes with each estate having its own assets and creditors. Nothing contained in the Plan or this order will constitute the Class 2 through 6 Creditors as Creditors of any other bankruptcy estate or of any other Debtor, or grant to any Class 7 Interest Holder any interest in another Debtor which each such Interest Holder did not have independent of the Plan and this order. As to any Classes which have rejected the Plan based on the Tabulation, the Plan may still be confirmed through "cramdown" pursuant to Section 1129(b)(2)(A) and (B). The Plan satisfies Section 1129(a)(7) which is the "best interests of creditors test" as to each Debtor. The evidence at the Confirmation Hearing establishes that each holder of a Claim or Interest will receive or retain under the Plan, on account of such Claim or Interest, property of a value, as of the Effective Date, that is not less than the amount that such holder would receive or retain if each Debtor was liquidated under chapter 7 of the Bankruptcy Code on such date. The evidence establishes that, in the event of a Chapter 7 liquidation, Class 5 (General Unsecured Claims), Class 6 (Unsecured Claims of Insiders), and Class 7 (Interests of Partners) would receive no distribution or property from any Debtor. Counsel to the Debtors: William P. Haddock, Esq. PENDERGRAFT & SIMON, LLP 2777 Allen Parkway, Suite 800 Houston, TX 77019 Counsel to DIP Lender: Jeff Prostok, Esq. FORSHEY & PROSTOK, LLP 777 Main Street, Suite 1550 Fort Worth, TX 76102 A copy of the Order dated April 24, 2024, is available at https://tinyurl.ph/Fnaya from PacerMonitor.com. About 50 Crosby Pines 50 Crosby Pines, Ltd., is a limited partnership organized under the laws of the State of Texas in October 2021. It is managed by its General Partner, 50 Crosby Pines GP, Inc., whose President is Joe Fogarty. This Debtor was organized for the purpose of developing approximately 50.70 acres of land on the east side of F.M. 2100 in Crosby, Texas, between Reidland Road and Foley Road. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32924) on July 31, 2023, listing $1 million to $10 million in both assets and liabilities. Judge Eduardo V Rodriguez oversees the case. Leonard H. Simon, Esq., at Pendergraft & Simon, LLP, is the Debtor's counsel. 5280 AURARIA: Seeks Cash Collateral Access Thru June 30 ------------------------------------------------------- 5280 Auraria, LLC asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral in accordance with the budget, with a 15% variance, from May 1 to June 30, 2024. The Debtor owns and manages the property known as Auraria Student Lofts located at 1051 14th Street and 1405 Curtis Street, Denver, Colorado. The Debtor requires the use of cash collateral to pay the operating and management expenses to run the Property for the benefit of its residents and to cover costs incurred in preservation of the Property. DB Auraria LLC asserts a senior security interest in the Debtor's assets pursuant to a Deed of Trust, Assignment of Leases and Rents, Assignment of Management Agreement, Lockbox Deposit Account Control Agreement. The Debtor has objected to DB Auraria's claim, in which DB Auraria claimed an amount of $51.112 million with $48.5 million of that amount being secured. Auraria Stub LLC also asserts a security interest in the Property that is junior to DB Auraria's interest. Auraria Stub asserts it secured its junior loan in the original principal amount of $5.5 million by a second priority deed of trust on the Property and by a pledge of 25% of the equity interests in the Debtor, held by Nelson Partners, LLC. The Debtor is still determining the amount of insurance premium due. Accordingly, the Budget does not have an amount for insurance at this time. In the hopefully unlikely event that the Debtor and DB Auraria cannot stipulate to the insurance premium once determined, the Debtor reserves the right to request Court authority to make the payment. A copy of the motion is available at https://urlcurt.com/u?l=5Hp7Se from PacerMonitor.com. About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is the Debtor's counsel. 59 NORTH 6TH STREET: Files Amendment to Disclosure Statement ------------------------------------------------------------ 59 North 6th Street, LLC, submitted a Joint First Amended Disclosure Statement describing Chapter 11 Plan dated April 30, 2024. The Debtor is the owner of the real property and improvements located at 59 North 6th Street, Brooklyn, New York 11249 (the "Property"). On March 18, 2024, the Debtor filed its Motion to Sell Property of the Estate Free and Clear of Liens Under Section 362(f) of the Bankruptcy Code and Motion to Approve Bid Procedures (the "Sale Motion"). A hearing date to determine the adequacy of the Disclosure Statement and Sale Motion was scheduled and conducted on April 9, 2024 at 10:00 a.m. Prior to the April 9, 2024 hearing, the Debtor and Secured Creditor reached an agreement on various issues including (i) the allowance of Secured Creditor's claim in the amount of $26,574,588.78 as of the Petition Date; (ii) the amount of the Secured Creditor's credit bid for purposes of the auction, if any,; iii) an agreement on the terms of the bidding procedures for the auction, if any; (iv) an agreement to make the Plan a "joint plan" of the Debtor and Secured Creditor; and (v) the adjournment of the auction, if any, to a date to be set by the Court for late July 2024. The Plan provides for either the (a) Refinancing Transaction where the Plan will be implemented through the refinancing of the Debtor's obligations and the resulting Refinancing Proceeds will fund payments under the Plan, or (b) Joint Venture Transaction where the Plan will be implemented through the transfer of the Property to the Joint Venture and the resulting Joint Venture Proceeds will fund payments under the Plan, or (c) if the Debtor is unable to close on the Refinancing Transaction or enter into a Joint Venture Agreement, then a Sale Transaction and/or an Auction will be held pursuant to the Bid Procedures and the resulting sale proceeds will fund payments under the Plan. Class 1 consists of the Allowed Secured Claim of the Secured Creditor at $26,574,588.78 as of the Petition Date, plus protective advances and default interest that shall accrue after the Petition Date through the actual auction date in the amount of $8,466.67 per diem (the "Allowed Class 1 Claim"). The Allowed Class 1 Claim is secured by the Mortgage and constitutes a first priority security interest on the Property. To the extent that the Allowed Secured Claim of the Secured Creditor is not secured by an interest in the Property (which shall be determined by the proceeds received from the Sale of the Property), the resulting unsecured portion of the Allowed Claim of the Secured Creditor shall constitute the Secured Creditor Unsecured Claim, a claim in Class 2. The holder of the Allowed Class 1 Claim shall receive payment, on the Distribution Date, in Cash from the Refinancing Proceeds or Joint Venture Proceeds. If the Refinancing Transaction or Joint Venture Transaction occurs, the Secured Creditor shall receive payment in full of the Allowed Class 1 Claim through the date of the closing of the Refinancing Transaction or Joint Venture Transaction (after payment of Administrative Fees including Debtor's Professionals, UST fees and Broker's fees). However, if the Secured Creditor cannot be paid the full amount of the Allowed Class 1 Claim in Cash on or before the Closing Date through a Refinancing Transaction or a Joint Venture Transaction, then a public auction for the Property shall occur. Although under no obligation to so, the Secured Creditor (or its assignee, designee or nominee) shall be permitted to submit a credit bid up to the Credit Bid Amount of $30,159,603.24 as of May 22, 2024 with additional interest accrual of $8,466.67 per diem through the actual auction (the "Credit Bid Amount") and can bid cash amounts in accordance with the approved bidding procedures in excess of the Credit Bid Amount. Secured Creditor shall receive, on the Closing of the Sale Transaction: (i) the full amount of the purchase price under the Purchase Agreement to the extent necessary to pay the Allowed Class 1 Claim, in full, if sold to a Purchaser (that is not the Secured Creditor or its assignee, nominee or designee) under the Sale Transaction, or (ii) if the Secured Creditor (or its assignee, nominee or designee) is the Purchaser pursuant to a credit bid, the Secured Creditor shall receive the Property. Class 2 consists of the Allowed Claims of General Unsecured Creditors. The Allowed Class 2 Claims except to the extent that a holder of an Allowed Class 2 Claim against the Debtor has agreed to less favorable treatment of such Claim, shall receive on the Distribution Date, if the Refinancing Proceeds, Joint Venture Proceeds or Sale Proceeds exceed the aggregate amount of all senior Claims, its Pro-Rata share of the remaining Refinancing Proceeds, Joint Venture Proceeds or Sale Proceeds, if any, after payment, in full, of all senior Claims including Allowed Administrative Claims (inclusive of Fee Claims), Allowed Administrative Tax Claims, Allowed Priority Claims and the Allowed Class 1 Claim. If the Secured Creditor is the Purchaser in a Sale Transaction through a credit bid, the Allowed Class 2 Claims shall receive on the Distribution Date a Distribution of 100% percent of its Allowed Unsecured Claim from the Secured Creditor. If the Plan is funded by the Sale Transaction (Property sold at Auction for Cash without the Secured Creditor credit bidding), the payment on Allowed Claims in Class 2 of the Plan shall be made, in full, by the Debtor. Class 2 is unimpaired under the Plan. The allowed unsecured claims total $15,000. The estimated recovery for General Unsecured Claims is "unknown at this time", according to the Disclosure Statement. If the Debtor is able to refinance its obligations and fund the Refinancing Proceeds or procure a Joint Venturer who can fund the Joint Venture Proceeds, then the Plan will be funded by either the Refinancing Proceeds or Joint Venture Proceeds and such proceeds will be made available for distribution to Creditors under the Plan and paid on the Distribution Date. A Refinancing Transaction would require the Debtor to obtain a new loan generating proceeds of approximately $31,000,000. A conforming commercial loan for a property located in New York City would require repayment of interest – likely at 8% per annum – plus an additional 1% for principal amortization. Translating these terms to a $31,000,000 loan would require debt service payments of approximately $2,700,000 per annum. The Debtor will need to produce leases generating rental income in excess of this amount. Presently, the Debtor has no leasing prospects. A full-text copy of the Joint First Amended Disclosure Statement dated April 30, 2024 is available at https://urlcurt.com/u?l=EO2Umt from PacerMonitor.com at no charge. Attorneys for the Debtor: Gary M. Kushner, Esq. Scott D. Simon, Esq. Goetz Fitzpatrick LLP One Penn Plaza, 31st Floor New York, NY 10119 Phone: (212) 695-8100 Email: gkushner@goetzfitz.com ssimon@goetzfitz.com About 59 North 6th Street 59 North 6th Street LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). The Debtor owns in fee simple title a property located at 59 North 6th Street Brooklyn, NY 11249 valued at $26 million. 59 North 6th Street filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41149) on April 3, 2023. In the petition filed by Rehan Perveez, managing member, the Debtor reported total assets of $26,000,000 and total liabilities of $26,032,348. Judge Nancy Hershey Lord oversees the case. Gary Kushner, Esq., at Goetz Fitzpatrick LLP serves as the Debtor's counsel. 80 WEST WASHINGTON: Amends Plan; Confirmation Hearing June 11 ------------------------------------------------------------- 80 West Washington Place Real Estate Holdings, LLC submitted an Amended Disclosure Statement accompanying Amended Plan of Liquidation dated April 30, 2024. The Plan is designed as a liquidating plan and therefore the Debtor will not be operating after the Confirmation of the Plan. All of the assets of the Debtor will be distributed, and the Debtor will cease business. The Debtor owns the town house located at 80 West Washington Place, New York, New York (the "Property"). The Debtor filed for bankruptcy because the Property was about to be sold in a foreclosure sale by Emigrant Bank, N.A. (the "Senior Secured Lender" or "Emigrant"). Debtor, through the real estate brokerage firm Serhant, LLC, identified a qualified purchaser for the Property that it believes has offered the highest and best offer for the Property after twelve years of marketing. The Debtor filed a sale motion to sell the property for $17,000,000 free and clear of all liens and encumbrances (the "Sale"). The Sale was approved by the Bankruptcy Court on April 16, 2024. Emigrant agreed to the sale of the Property through the Plan, subject to certain terms contained in the so-ordered stipulation between the Debtor and Emigrant. The Sale closing date is expected to be no later than June 11, 2024 (the "Closing Date") to EMTIS LLC (the "Purchaser") for $17,000,000. A deposit of $1,700,000 was received upon entering into the sale contract and is being held by counsel to the Debtor with the balance to be paid on the Closing Date. An order for the Sale of the Property free and clear of all liens, claims and encumbrances was entered by the Bankruptcy Court on April 19, 2024 (the "Sale Order"). Like in the prior iteration of the Plan, there will be no funds to pay any Unsecured Claims. The Bankruptcy Court has scheduled a hearing to consider the Debtor's request for (1) final approval of the Disclosure Statement and (b) Confirmation of the Plan on June 11, 2024, at 11:00 a.m. prevailing New York time, before the Honorable John P. Mastando III, One Bowling Green, New York, New York (the "Confirmation Hearing"). The Bankruptcy Court has directed that, to be counted for voting purposes, ballots for the acceptance or rejection of the Plan must be completed, signed and received by counsel for the Debtor no later than seven days before the Confirmation Hearing Date June 4, 2024 at 5:00 p.m. A full-text copy of the Amended Disclosure Statement dated April 30, 2024 is available at https://urlcurt.com/u?l=YXbWdW from PacerMonitor.com at no charge. Counsel for the Debtor: H. Bruce Bronson, Esq. BRONSON LAW OFFICES, P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 Fax: (888) 908-6906 Email: hbbronson@bronsonlaw.net About 80 West Washington Place 80 West Washington Place Real Estate Holdings, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the owner of real property located at 80 West Washington Place, New York, N.Y., valued at $17 million. The Debtor filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 24-10217) on Feb. 11, 2024, with $17,000,000 in assets and $26,058,735 in liabilities. William Rainero, managing member, signed the petition. Judge John P. Mastando III presides over the case. H. Bruce Bronson, Esq., at Bronson Law Offices, PC represents the Debtor as bankruptcy counsel. ABILENE CONVENTION: S&P Lowers 2021A Revenue Bonds Rating to 'BB' ----------------------------------------------------------------- S&P Global Ratings lowered the rating on Abilene Convention Center Hotel Development Corp.'s (ACCHDC) series 2021A senior first-lien hotel revenue bonds by two notches to 'BB' from 'BBB-'. The rating remains on CreditWatch with negative implications. While occupancy and average daily rate (ADR) have met its expectations, costs have been elevated and led to a reduced debt service coverage ratio (DSCR) cushion under its revised forecast. S&P said, "We anticipate a 60% occupancy level and an ADR of $160 for fiscal year (FY) 2024, which results in a revenue per available room (RevPAR) of $96. We assume operating expenses increase due to higher-than-expected labor costs, which will reduce the hotel's gross operating profit (GOP) margin to about 10% in FY 2024. We expect the project's senior DSCR to be below 1.0x for FY 2024 and a 5% draw from its senior first-lien debt service reserve account (DSRA) to cover its upcoming senior debt service payment in October 2024. "While we have seen some modest improvement in metrics in the last three months, the CreditWatch negative reflects that if the hotel does not perform in line with our updated base-case occupancy and ADR expectations or if operating costs do not stabilize in the next three months, which are summer months and peak season for the hotel, we could revise our forecast lower which could result in an additional downgrade." The project is a 200-key, upscale DoubleTree hotel in downtown Abilene, Texas, which commenced operations in June 2023. ACCHDC, a nonprofit local government corporation created by the City of Abilene, issued $19.435 million first-lien senior (rated) and $23.61 million second-lien subordinate (not rated) hotel revenue bonds to fund the construction and development costs of the hotel. The City of Abilene is not obligated to repay the hotel's senior bonds. S&P said, "Our 'BB' rating on ACCHDC's senior debt reflects the project's lower-than-expected profitability and DSCR cushion despite the fact that the hotel's key operating metrics, including RevPAR, exceed our original base-case forecast. For year-to-date (YTD) FY 2024 (October 2023 to March 2024), the hotel's actual RevPAR was about $91, exceeding our original base-case forecast of $89. Occupancy was 58%, slightly below our original forecast of 62%, its ADR of $155 outperformed our original forecast of $145. However, the hotel's profitability is below our original expectations." The hotel reported a $69,000 loss on net earnings after fixture, furniture, and equipment (FF&E) reserve contribution YTD FY 2024, primarily attributable to higher-than-expected labor and hotel operational costs. S&P said, "From October 2023 to March 2024, its total operating expense was approximately $4.9 million, about 80% higher than what we originally anticipated for the same period. Because Abilene is relatively remote from major metropolitan hubs with the largest labor markets, the project paid a premium to obtain sufficient labor force for the hotel after opening. Some cost escalation was also driven by higher daily operation costs (e.g., shipping costs for laundry service due to a lack of local vendors), and we will evaluate management's solution in the upcoming months." S&P said, "We originally projected 62% occupancy and an ADR of $145. Under our new base-case forecast, we adjusted the operating stats by lowering occupancy to 60% and raising ADR to $160 (resulting a RevPAR of $96) for FY 2024 and revised our cost trajectory based on the actual financials in the last six months to reflect a better interim cost profile. We extended the ramp-up period to 2027 from 2026 and assumed the non-departmental costs will escalate by S&P Global Ratings' Consumer Price Index (CPI) assumption from 2025 onwards. "We expect a 0.52x DSCR in FY 2024. For the next $570,000 debt service payment due on Oct. 1, 2024, we anticipate the project to use about $487,000 of net operating cash flow and draw $83,000 from its first-lien DSRA (about 5% of the current $1.8 million balance). Although the project used about $333,000 from its construction delay contingency fund for the debt service payment in April, we currently do not factor in the rest of the $135,000 in the construction delay contingency fund for our liquidity analysis. If that were available, it would offset our projection for a debt service reserve draw. "We expect ACCHDC's DSCRs to be above 1.0 from FY 2025 onwards (1.20x in FY 2025 and 1.66x in FY 2026) with a median DSCR of 1.93x. "The CreditWatch negative on the project's senior bond rating reflects the potential for an additional downgrade if the hotel does not perform in line with our updated base-case occupancy and ADR expectations in the next three months, which are summer months that we typically view as peak season and an important revenue indicator for the hotel. It will also soon mark its first year of operations when we would typically expect to see its cost profile stabilize, albeit at a higher level than we originally assumed. "We are monitoring the hotel's monthly operating expenses over that same time frame, particularly the level of labor and other administrative costs that have been tracking above our initial forecasts. Within the next three months, we expect to evaluate the need to revise our forecast, which will determine whether to lower the project's senior bond rating. However, as we base our updated cost profile on the last six month of actual performance, should summer actuals track in line with recent trends, we would conclude that costs have stabilized." ABILITY AUTOS: Unsecureds Will Get 20.94% of Claims over 5 Years ---------------------------------------------------------------- Ability Autos LLC and R.A.M. Advertizing, Inc. filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization dated April 30, 2024. Ability Autos started operations in October 2002. The Debtor operates a car, truck and van rental business. R.A.M Advertizing Inc. started operations in January 2007, which operates an automotive transmission repair business. The Debtor is currently owned 50% by Ronnie Weiss and 50% by Mary Weiss. Mr. Weiss will remain the president and representative of the Debtor going forward. The Debtor filed this case on January 31, 2024, to seek protection from aggressive collection efforts by creditors that, if continued, would be to the detriment of other creditors by crippling business operations. Debtor proposes to pay allowed unsecured based on the liquidation analysis and cash available. Debtor anticipates having enough business and cash available to fund the plan and pay the creditors pursuant to the proposed plan. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. The Debtor will continue operating its business. The Debtor's Plan will break the existing claims into six classes of Claimants. These claimants will receive cash repayments over a period of time beginning on the Effective Date. While Debtor's Plan proposes to pay claims not to exceed 5 years, nothing prevents Debtor from prepaying its claims. Class 6 consists of Allowed Impaired Unsecured Claims. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next 5 years beginning not later than the 15th day of the first full calendar month following 30 days after the effective date of the plan. Debtor will distribute $104,500.00 to the general allowed unsecured creditor pool over the 5-year term of the plan. The Debtor shall make monthly payments as to the Class 6 Claimants. The Debtor's General Allowed Unsecured Claimants will receive 20.94% of their allowed claims under this plan. The allowed unsecured claims total $498,991.44. The current owner will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Class 7 Claimants are not impaired under the Plan. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Plan of Reorganization dated April 30, 2024 is available at https://urlcurt.com/u?l=L5Cgh6 from PacerMonitor.com at no charge. Counsel to the Debtors: Robert C. Lane, Esq. Joshua D. Gordon, Esq. A. Zachary Casas, Esq. THE LANE LAW FIRM, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com zach.casas@lanelaw.com About Ability Autos LLC Ability Autos, LLC and R.A.M. Advertizing, Inc. filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-30351) on January 31, 2024. Jarrod Martin, Esq., a practicing attorney in Houston, serves as Subchapter V trustee. At the time of the filing, Ability Autos disclosed up to $500,000 in both assets and liabilities while R.A.M. Advertizing disclosed up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Jeffrey P. Norman oversees the cases. Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor as bankruptcy counsel. ABSOLUTE DIMENSIONS: Seeks to Use Cash Collateral ------------------------------------------------- Absolute Dimensions, LLC asks the U.S. Bankruptcy Court for the Eastern District of Kansas for authority to use cash collateral and provide adequate protection. Emprise Bank and the United States Small Business Administration assert an interest in the Debtor's cash collateral. The Debtor requires the use of cash collateral to fund Absolute's continued operations consistent with the Budget. During the First Bankruptcy and immediately after, Absolute's primary customer was Spirit AeroSystems, Inc., which Absolute manufactured parts for under a Master Procurement Agreement. One of the primary projects Absolute had with Spirit in the years after the First Bankruptcy under the MPA was to machine parts for Spirit's Boeing Model 737 Max airplane. Several times since 2020, Spirit placed its work on its 737 Max Project and 777X Project on hold several times and then eventually terminated the MPA with Absolute on August 17, 2023. Spirit's termination included both work Absolute was supposed perform on the 737 Max Project and other projects Spirit had requested parts from Absolute under the MPA. At the time Spirit cancelled the MPA, Absolute had almost $700,000 in parts it had manufactured for Spirit and $65,000 of material it procured for support of Spirit Programs, under the terms of the MPA that Spirit refused to buy, and Absolute has been unable to sell to other customers. Also, during and after the First Bankruptcy Case, Absolute operated at 3838 W. May St., Wichita, Kansas 67213, which Absolute leased. Absolute will be authorized to continue to use cash collateral to pay payroll and ongoing expenses for 14 days after receiving notice of any default. In the Spring of 2023, Absolute's landlord of the May Property decided to sell the property and Absolute was unable to negotiate an extension of its lease. Therefore in August 2023, Absolute moved to its current location. The financial impact and change in circumstances caused by the cancellation of its Spirit's contract and moving locations prevented it from having sufficient cash to make payments owed to its various creditors. Absolute filed the current bankruptcy case to address those defaults. Absolute believes that only Emprise could have perfected security interests in Absolute's cash collateral. Absolute does not believe that any other creditor may claim an interest in cash collateral. As of the Petition Date, Emprise is owed approximately $1.6 million by Absolute through various notes and mortgages. Emprise claims a lien in all assets owned by Absolute. SBA is owed approximately $518,525 through an Economic Injury Disaster Loan. The SBA claims a lien in all assets owned by Absolute. SBA's claim to Absolute’s assets is junior to Emprise's interest. As of the filing date, Absolute claims the value of its assets totals 0$1.1 million. Absolute asserts the value of accounts receivable is $149,988, inventory it owns in the amount of 1.112 million. The total value of the Cash Collateral claimed by Emprise and the SBA is $1,262,499.98. Absolute proposes to make monthly payments of $8,416 to Emprise. Absolute also seeks to grant Emprise replacement liens in Absolute's post-petition assets, except for any Chapter 5 avoidance actions. SBA maintains liens against all the assets owned by Absolute, which is junior to Emprise's interest. The total amount of those liens is approximately $518,525 and Absolute proposes to make interest-only payments in the amount of $1,620. Absolute also seeks to grant the SBA replacement liens in Absolute's post-petition assets, except for any Chapter 5 avoidance actions. A copy of the motion is available at https://urlcurt.com/u?l=tKOCAf from PacerMonitor.com. About Absolute Dimensions, LLC Absolute Dimensions, LLC specializes in 3, 4, and 5 axis and CNC machining as well as Water Jet cutting. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 24-10392) on 24-10392. In the petition signed by Stephen Brittain, managing memmer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mitchell L. Herren oversees the case. Nicholas R. Grillot, Esq., at Hinkle Law Firm, LLC, represents the Debtor as legal counsel. AGAINST THE GRAIN: Has Deal on Cash Collateral Access ----------------------------------------------------- Hatchets and Hops LLC, an affiliate of Against the Grain Holdings LLC, ask the U.S. Bankruptcy Court for the Western District of New York for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to meet payroll obligations to its employees. As previously reported by the Troubled Company Reporter, beginning in 2020, at the outset of the COVID-19 pandemic, Debtors ceased business operation for 3 months to comply with New York and federal law. The Debtors struggled with constantly changing operating restrictions imposed by state and local governments for several more months. This resulted in several closings and re-openings. The Debtors struggled to maintain consistent business given the communal nature of recreational axethrowing. In particular, before the COVID-19 pandemic, a significant portion of Debtors' business involved larger group and corporate events. Complying with public health safety measures as required by New York made this core component of Debtors' business practically infeasible. As a result, the Debtors were left with significant operating losses and were placed in an unrecoverable position that has resulted in the instant Chapter 11 proceedings. On October 15, 2018, the Debtor entered into a demand Promissory Note, in the principal amount of $30,000 with KeyBank National Association. On June 27, 2019, Downtown entered into a promissory note with KeyBank, National Association in the original principal amount of $341,000. The note has a term of 10 years and 6 months. KeyBank filed a UCC-1 Financing Statement on June 28, 2019 and a continuation on January 3, 2024. Key Bank and the Debtor have agreed to extend the Debtor's use of cash collateral beyond the period set forth in the budget. The terms of the Stipulated Order are substantially the same as those authorized by the Court on March 7, 2024 in the Final Order. A copy of the motion is available at https://urlcurt.com/u?l=3h9t83 from PacerMonitor.com. About Against the Grain Holdings Against the Grain Holdings, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. N.Y. Case No. 24-10151) on February 15, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Andrew R. Piechowicz, managing member, signed the petition. Judge Carl L. Bucki oversees the case. James C. Thoman, Esq., at Hodgson Russ, LLP, represents the Debtor as legal counsel. AHS REALTY: Case Summary & Three Unsecured Creditors ---------------------------------------------------- Debtor: AHS Realty LLC 1 Harrison Ave Little Silver, NJ 07739 Business Description: AHS Realty is the owner of real property located at 1 Harrison Ave., Little Silver, NJ 07739 valued at $10.4 million. Chapter 11 Petition Date: May 9, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-14779 Debtor's Counsel: Daniel M. Stolz, Esq. GENOVA BURNS LLC 110 Allen Road Suite 304 Basking Ridge, NJ 07920 Tel: (973) 467-2700 Fax: (973) 467-8126 Email: dstolz@genovaburns.com Total Assets: $10,400,000 Total Liabilities: $4,420,780 The petition was signed by Robert Sickles as sole member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HTTJIII/AHS_Realty_LLC__njbke-24-14779__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Three Unsecured Creditors: Entity Nature of Claim Claim Amount 1. C. Rooney Produce Co., Inc. Business Debt $0 c/o David W. Fassett, Esq. 560 Main St. Chatham, NJ 07928 2. Farmlind Produce, LLC Business Debt $0 c/o David W. Fassett, Esq. 560 Main St. Chatham, NJ 07928 3. Four Seasons Business Debt $0 Produce, Inc. c/o David W. Fassett, Esq. 560 Main St. Chatham, NJ 07928 AINOS INC: Incurs $3.31 Million Net Loss in First Quarter --------------------------------------------------------- Ainos, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.31 million on $20,729 of revenues for the three months ended March 31, 2024, compared a net loss of $2.52 million on $49,164 of revenues for the three months ended March 31, 2023. As of March 31, 2024, the Company had $29.75 million in total assets, $7.07 million in total liabilities, and $22.68 million in total stockholders' equity. Ainos said, "The Company has incurred net operating losses since inception and has an accumulated deficit as of March 31, 2024 of $41,200,965 and expects to incur additional losses and negative operating cash flows for at least the next twelve months. The Company's ability to meet its obligations is dependent upon its ability to generate sufficient cash flows from operations and future financing transactions. Although management expects the Company will continue as a going concern, there is no assurance that management's plans will be successful since the availability and amount of such funding is not certain. Accordingly, substantial doubt exists about the Company's ability to continue as a going concern for at least one year from the issuance of these financial statements." Management Comments Chun-Hsien (Eddy) Tsai, Chairman of the Board, president, and chief executive officer of Ainos, commented, "In the first quarter, we successfully completed our strategic pivot away from COVID-19 rapid test kits, which contributed to the management of COVID-19 infections in Taiwan. While this adjustment impacted our near-term revenues, we've nonetheless made significant progress in diversifying our business for long-term sustainability." "Our strategic focus revolves around our AI Nose and VELDONA technologies. Specifically, we will intelligently advance our proprietary AI Nose technology platform-powered POCT candidate, Ainos Flora, and co-develop an innovative volatile organic compounds ("VOC") sensing platform with our Japanese partners. The co-development program can expand the potential application of our AI-powered VOC sensing technology to telehealth, automotive, industrial, and environmental safety. Our first project aims to improve the quality of elderly care through an innovative AI-driven telehealth-based monitoring solution. We are also exploring to deploy VOC sensing to enable a safer work environment and better production quality in the high-tech factories." "In addition, we're moving forward with clinical studies and actively exploring out-licensing opportunities for our VELDONA human drug candidates. These include our promising candidate for treating oral warts in HIV-positive patients, which has received Orphan Drug Designation from the United States Food and Drug Administration (the "U.S. FDA"), and we plan to prioritize the HIV oral wart and Sjogren's syndrome programs within our pipeline. Following our successful entry into the petcare market with VELDONA Pet supplement, we are investing to expand into the animal drug category." "I am confident that our long-term, diversified strategy positions us to deliver sustainable shareholder value. I am also profoundly grateful for the unwavering support from our shareholders. Their assistance was invaluable across multiple aspects, the engine that significantly drove us forward in both our clinical endeavors in Taiwan and collaboration in Japan. We look forward to our product making a swift and positive impact on people." Christopher Lee, chief financial officer of Ainos, commented, "We have strengthened our financial position with two additional financings. I'm thrilled to share that we have secured a US$9 million convertible note financing convertible at US$4.5 per share, which follows an up to US$1.75 million financing we announced in January. These two financings bolster our position as we continue executing our growth strategy." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1014763/000149315224018885/form10-q.htm About Ainos Ainos, Inc. (www.ainos.com), formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company focused on the development of novel point-of-care testing (the "POCT"), therapeutics based on very low-dose interferon alpha (the "VELDONA"), and synthetic RNA-driven preventative medicine. The Company's product pipeline includes commercial-stage VELDONA Pet cytoprotein supplements, clinical-stage VELDONA human therapeutics and telehealth-friendly POCTs powered by the AI Nose technology platform. Ainos reported a net loss of $13.77 million for the year ended Dec. 31, 2023, compared to a net loss of $14.01 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $31.84 million in total assets, $7.39 million in total liabilities, and $24.45 million in total stockholders' equity. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. AINOS INC: Taiwanese Firm Extends $9-Mil. Financing --------------------------------------------------- Ainos, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company has entered into a Convertible Note and Warrant Purchase Agreement with ASE Test, Inc., a Taiwanese company, pursuant to which the Company issued to ASE Test a convertible note in the aggregate principal amount of US$9,000,000. The note bears 6% compound interest and has a three-year term through May 3, 2027. The note is convertible at ASE Test's election into shares of the Company's common stock at a conversion price of US$4.50 per share, subject to customary anti-dilution adjustments as set forth in the note. As part of the transaction, ASE Test received a five-year common stock purchase warrant which vests and becomes exercisable on the first day following a six-month period from the date of issuance. The warrant may be exercised for up to 500,000 shares of common stock at a price of US$4.50 per share. Closing of the placement is subject to customary closing conditions. The placement was conducted pursuant to Regulation S under the Securities Act of 1933, as amended. In connection with the placement, effective May 3, 2024, ASE Test entered into a voting agreement with Ainos Inc., a Cayman Islands company, that is a shareholder and convertible note holder of the Company. Pursuant to the Voting Agreement, ASE Test agreed to vote all of its current or future acquired voting stock of the Company in the manner determined by Ainos KY in its sole discretion. The Voting Agreement shall continue in force and effect until the first anniversary of the date of the Voting Agreement and will automatically be extended for additional one-year periods unless the ASE Test delivers a written notice to the Ainos KY and the Company for termination at least thirty calendar days prior to the end of any term. As part of the Voting Agreement, ASE Test agreed that, without Ainos KY's written consent, it would not sell or transfer more than 20% of its Company shares in any calendar year period through the fifth anniversary of the date of the Voting Agreement. If, in any calendar year, ASE Test does not sell the full 20% allocation, the remaining percentage will be added to and increase the following year's allocation. The transfer restrictions will terminate under the termination of the Voting Agreement. About Ainos Ainos, Inc. (www.ainos.com), formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company focused on the development of novel point-of-care testing (the "POCT"), therapeutics based on very low-dose interferon alpha (the "VELDONA"), and synthetic RNA-driven preventative medicine. The Company's product pipeline includes commercial-stage VELDONA Pet cytoprotein supplements, clinical-stage VELDONA human therapeutics and telehealth-friendly POCTs powered by the AI Nose technology platform. Ainos reported a net loss of $13.77 million for the year ended Dec. 31, 2023, compared to a net loss of $14.01 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $31.84 million in total assets, $7.39 million in total liabilities, and $24.45 million in total stockholders' equity. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. ALROSE PATCHOGUE: Case Summary & Six Unsecured Creditors -------------------------------------------------------- Debtor: Alrose Patchogue, LLC 200 East End Avenue, Ste. 12P New York, NY 10128 Business Description: Alrose Patchogue is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: May 14, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10836 Debtor's Counsel: Dawn Kirby, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 Email: dkirby@kacllp.com Total Assets: $10,005,901 Total Liabilities: $5,163,314 The petition was signed by Penny Hart as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GAYQA7A/Alrose_Patchogue_LLC__nysbke-24-10836__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Six Unsecured Creditors: Entity Nature of Claim Claim Amount 1. B&G Contracting Trade Debt $2,820 111 Roosevelt Avenue, Suite B Mineola, NY 11501 2. Elite Paving Trade Debt $13,500 PO Box 414 Islip, NY 11751 3. Gould Patchogue, LLC May 2024 Rent $144,169 60 Cutter Mill Road, Suite 303 Great Neck, NY 11021 4. Help Cesspool and Sewer LLC Pending $2,824 1432 Wantagh Avenue Litigation Wantagh, NY 11793 5. Toby Cornell Tort Claim $0 c/o Cannon Cochran Management Services, Inc. 550 W Van Buren Street, Suite 1200 Chicago, IL 60607-1609 6. US Small Business $0 Administration 2 North Street, Suite 320 Birmingham, AL 35203 AMP ENTERPRISES: Public Auction of Collateral Set ------------------------------------------------- Ares Agent Services LP, as administrative agent, will sell all right, title and interest, if any, of Amp Enterprises Holding Inter LLC, Amp Alarm LLC, Amp Security LLC, Alarm Monitoring Protection Inc., AHS Services LLC, Freego LLC, Titanium Solar LLC, and Titanium Acquisitionco LLC ("Grantors") in and to the sale collateral. The public disposition of the sale collateral that is the subject of the notice is being held to enforce the rights and remedies of secured parties under that certain credit and guaranty agreement dated as of Dec. 20, 2022, by and among Grantors as credit parties, agent as administrative agent and collateral agent, and lenders party from time to time thereto and the other credit documents. The sale collateral will be sold to the highest qualified bidder in public as follows: Day and Date: Friday, May 10, 2024 Time: 10:00 a.m. EST Place: Offices of Hunton Andrews Kurth LLP, Bank of America Plaza, Suite 4100, 600 Peachtree Street, N.E. Atlanta, Georgia 30308-2216, as for Brandon Bell, Esq. To be a qualified bidder, a prospective bidder must, not later than 24 hours before the date and time scheduled for the public sale, contact Brandon Bell of Hunton Andrews by email at bbell@HuntonAK.com. ANTIBE THERAPEUTICS: Gets Initial Stay Order Under CCAA ------------------------------------------------------- Antibe Therapeutics Inc. ("Company"), initiated proceedings ("CCAA Proceedings") under the Companies Creditors Arrangements Act("CCAA"). The Ontario Superior Court of Justice granted an Initial Order which, among other things: (i) granted a stay of proceedings up to and including April 18, 2024; and (ii) appointed Deloitte Restructuring Inc. as Court-appointed monitor of the business and financial affairs of Antibe ("Monitor"). The Company said the Initial Order, amongst other things, stays any action by Nuance Pharma ltd. to enforce the previously announced confidential ruling from the Singapore International Arbitration Centre requiring Antibe to pay approximately US$24 million to Nuance. According to Court Documents, the company has insufficient funds to pay the unsecured arbitration award at the current time. A liquidation of the business would likely generate significant additional claims in addition to the amount owing to Nuance, including claims relating to the existing license agreements, claims relating to other contractual arrangements and severance and termination claims of employees. In addition, a liquidation would jeopardize or materially delay the potential societal benefits that could result from the successful development of otenaproxesul. The Company said that granting of the stay of proceedings will provide it with the best opportunity to preserve and maximize value for its stakeholders generally. The Monitor has established a case website at https://www.insolvencies.deloitte.ca/en-ca/antibe ("Monitor’s Website") where relevant information will be posted, together with all Court materials. In addition, the Monitor has set up phone and email "hotlines" (416-874-3874 and antibe@deloitte.ca) at which parties can contact the Monitor directly. Monitor can be reached at: Deloitte Restructuring Inc/Restructuration Deloitte Inc. 8 Adelaide St West, Suite 200 Bay Adelaide East Toronto, ON M5H 0A9 Tel: 416-601-6150 Nigel Meakin Tel: 416-687-1509 Email: nmeakin@deloitte.ca Martin Lin Tel: 416-434-9584 Email: muslin@deloitte.ca Counsel to Antibe: Paliare Roland Rosenberg Rothstein LLP 155 Wellington Street West 35th Floor Toronto ON M5V 3H1 Tel: 416-646-4300 Kenneth T. Rosenberg Tel: 416-646-4304 Email: ken.rosenberg@paliareroland.com Massimo Starnino Tel: 416-646-7431 Email: max.starnino@paliareroland.com Kartiga Thavaraj Tel: 416-646-6317 Email: kartiga.thavaraj@paliareroland.com Evan Snyder Tel: 416-646-6320 Email: evan.snyder@paliareroland.com Counsel to the Monitor: Norton Rose Fulbright Canada LLP Attn: Evan Cobb 222 Bay Street, Suite 3000, P.O. Box 53 Toronto, ON M5K 1E7 Tel: 416-216-4000 416-216-1929 Email: evan.cobb@nortonrosefulbright.com Counsel to Nuance Pharma: Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 Toronto, ON M5X 1A4 Tel: 416-863-1200 Lincoln Caylor Tel: 416-777-6121 Email: caylorl@bennettjones.com Jesse Mighton Tel: 416-777-6255 Email: mightonj@bennettjones.com Alexander Payne (LSO# 70712L) Tel: 416-777-5512 Email: paynea@bennettjones.com Sidney Brejak Tel: 416-777-7840 Antibe Therapeutics Inc. -- https://antibethera.com/ -- is a Toronto-based pharmaceutical company that develops pain and inflammation-reducing drugs based on gaseous mediator technology. APPGATE INC: Court OKs $18MM DIP Loan From U.S. Bank ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Appgate, Inc. and affiliates to use cash collateral and obtain postpetition financing, on an interim basis. The Debtor is permitted to obtain postpetition financing on a senior secured superpriority basis in the aggregate principal amount of $18 million, pursuant to the terms and conditions of the Superpriority Secured Debtor-in-Possession Credit Agreement agented by U.S. Bank Trust Company, National Association. The DIP Loans will bear interest at a rate per annum equal to 8%. The DIP Termination Date means the earliest of (a) the Stated Maturity Date, (b) if the Final Order has not been entered, 45 calendar days after the Petition Date, (c) the date of acceleration of the DIP Loans and the termination of the commitments of the DIP Lenders upon the occurrence and during the continuation of an Event of Default in accordance with the terms of the DIP Credit Agreement and the other DIP Facility Documents, (d) the effective date of any chapter 11 plan, (e) the date the Court converts any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (f) the date the Court dismisses any of the Chapter 11 Cases, (g) the date of consummation of any sale of all or substantially all of the assets of the Debtors pursuant to 11 U.S.C. section 363, and (h) the date an order is entered in any bankruptcy case appointing a Chapter 11 trustee or examiner with enlarged powers. Pursuant to the Amended and Restated Note Issuance Agreement, dated as of June 9, 2023, among Borrower, Holdings, the other guarantors party thereto, Magnetar Financial LLC, as representative of the Holders, and U.S. Bank Trust Company, National Association, as collateral agent, the Borrower is indebted to the 1L Secured Parties in an aggregate principal amount of not less than approximately $101.2 million, plus accrued and unpaid interest, fees, termination fees, expenses. Pursuant to the Note Issuance Agreement, dated as of July 20, 2023, among the Borrower, Holdings, the other Guarantors party thereto, Appgate Funding LLC, as representative of the Holders and as the collateral agent, the Borrower is indebted to the 2L Secured Parties in the aggregate principal amount of not less than approximately $8.8 million plus (b) all other outstanding obligations of the 2L Secured Parties in respect of the Convertible Notes Documents. Pursuant to the Amended and Restated Revolving Credit Agreement, dated as of June 9, 2023, among the Borrower, Holdings, the other Guarantors party thereto, and SIS Holdings, L.P., as Lender, the Borrower is justly and lawfully indebted to the 3L RCF Lender in the aggregate principal amount of not less than approximately $50 million. The Debtors are authorized to use cash collateral until the DIP/Cash Collateral Termination Date. As adequate protection, the 1L Secured Parties, 2L Secured Parties, and 3L RCF Lender are granted valid, binding, enforceable, and automatically perfected postpetition liens on all of the DIP Collateral. To the extent of the aggregate Diminution in Value of their interest in the Prepetition Collateral, they are also granted an allowed superpriority administrative expense claim as provided for in 11 U.S.C. section 507(b), immediately junior and subject only to the Carve Out and DIP Superpriority Claims, which 1L Adequate Protection Claim will be payable from and have recourse to all assets and properties of the Debtors, including all DIP Collateral, and will be enforceable against each Debtor and its estate. The Debtors are authorized to pay, as adequate protection, in cash, subject to a cap of $200,000, which may be increased with the consent of the DIP Lenders and the Debtors, all reasonable and documented out-of-pocket professional fees and expenses of counsel to the 2L Secured Parties, in connection with the negotiation, administration, and monitoring of their respective Prepetition Debt Documents and Prepetition Collateral, and in connection with these Chapter 11 Cases in its capacity as a 2L Secured Party, in each case whether accrued before, on, or after the Petition Date. The Debtors are authorized to pay, as adequate protection, in cash, subject to a cap of $150,000, which may be increased with the consent of the DIP Lenders and Debtors, all reasonable and documented out-of-pocket professional fees and expenses of counsel to the 3L RCF Lender, in connection with the negotiation, administration, and monitoring of its respective Prepetition Debt Documents and Prepetition Collateral, and in connection with the Chapter 11 Cases in its capacity as a 3L RCF Lender, in each case whether accrued before, on, or after the Petition Date. A final hearing on the matter is set for June 17, 2024 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=StUG7i from PacerMonitor.com. About Appgate Inc Appgate Inc and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Case No. 24-10956) on May 6, 2024, with $100 million to $500 million in assets and $100 million to $500 million liabilities. Rene A. Rodriguez as chief financial officer signed the petition. Hon. Craig T. Goldblatt presides over the cases. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel and Cole Schotz P.C. as co-bankruptcy counsel. Triple P Securities, LLC serves as investment banker to the Debtors; Triple P RTS, LLC serves as financial advisor; and Donlin, Recano & Company, Inc. as noticing and claims agent. APPLIED DNA: Incurs $4.49 Million Net Loss in Second Quarter ------------------------------------------------------------ Applied DNA Sciences, Inc., fi1led with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $4.49 million on $929,631 of total revenues for the three months ended March 31, 2024, compared to net income of $551,176 on $4.41 million of total revenues for the three months ended March 31, 2023. For the six months ended March 31, 2024, the Company reported a net loss of $5.62 million on $1.82 million of total revenues, compared to a net loss of $3.29 million on $9.67 million of total revenues for the six months ended March 31, 2023. As of March 31, 2024, the Company had $9.17 million in total assets, $9.35 million in total liabilities, and a total deficit of $175,385. The Company has recurring net losses. The Company incurred a net loss of $5,624,064 and generated negative operating cash flow of $6,967,672 for the six-month period ended March 31, 2024. At March 31, 2024, the Company had cash and cash equivalents of $3,149,640. According to the Company, these factors raise substantial doubt about its ability to continue as a going concern for one year from the date of issuance of these financial statements. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/744452/000141057824000733/apdn-20240331x10q.htm About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a biotechnology company developing technologies to produce and detect deoxyribonucleic acid ("DNA"). Using the polymerase chain reaction ("PCR") to enable both the production and detection of DNA, the Company operates in three primary business markets: (i) the manufacture of synthetic DNA for use in nucleic acid-based therapeutics; (ii) the detection of DNA in molecular diagnostics testing services; and (iii) the manufacture and detection of DNA for industrial supply chain security services. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 7, 2023, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ARCHDIOCESE OF NEW ORLEANS: Creditors Lose Bid for Committee ------------------------------------------------------------ Mike Vilensky of Bloomberg Law reports that the Archdiocese of New Orleans persuaded the Fifth Circuit Monday, May 13, 2024, that four creditors should be kept off of a committee representing claimants in the Archdiocese's bankruptcy proceeding. The creditors had sought to be restored to the Official Committee of Unsecured Creditors after a district court judge who had kept the creditors off the committee recused himself from the case over donations to local Catholic charities. Judge Edith H. Jones, of the US Court of Appeals for the Fifth Circuit, said it was a harmless error that the district court judge -- Greg Guidry -- hadn't removed himself sooner. About Roman Catholic Church of The Archdiocese Of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans -- https://www.nolacatholic.org/ -- is a non-profit religious corporation incorporated under the laws of the State of Louisiana. Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes: Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's bankruptcy counsel and special counsel, respectively. Donlin, Recano& Company, Inc., is the claims agent. The U.S. Trustee for Region 5 appointed an official committee of unsecured creditors on May 20, 2020. The committee is represented by the law firms of PachulskiStangZiehl& Jones, LLP and Locke Lord, LLP. Berkeley Research Group, LLC is the committee's financial advisor. ARCHDIOCESE OF NEW YORK: Fails to Shed Insurance Suit ----------------------------------------------------- Brendan J. Lyons of the Times Union reports that a state appellate court delivered a devastating blow to the Archdiocese of New York in a unanimous decision in late April 2024 that found the Catholic organization's longtime insurer can move forward with its case challenging whether its policies covered claims for systemic child sexual abuse that may have been enabled and covered up by church leaders for decades. Chubb Insurers argued that it has no duty to indemnify or represent the archdiocese in hundreds of lawsuits filed by individuals who were sexually abused by church employees, and that the archdiocese was not providing information that would allow the insurer to properly assess those claims. The ruling rocked advocates and attorneys who have supported New York's Child Victims Act and Adult Survivors Act, which had temporarily lifted the statute of limitations to allow alleged victims of sexual abuse to file once time-barred claims against their abusers or the institutions that harbored them. "Today's appellate court ruling represents the absolute opposite of the spirit of the Child Victims Act -- and puts virtually every single Child Victims Act case covered by an insurance company at risk," said David Catalfamo, executive director of the Coalition for Just and Compassionate Compensation, which bills itself as an independent alliance of survivors of child sex abuse. "The entire insurance industry exists because any development could be theoretically expected or intended -- people with flood insurance only buy it because a flood is expected," Catalfamo added. "If upheld, the appellate court's alarming ruling could allow insurers to deny claims to policyholders beyond sexual abuse cases -- putting virtually anyone with an insurance policy at risk." A full-text copy of the article is available at: https://www.timesunion.com/capitol/article/court-ruling-insurer-devastating-loss-n-y-19418844.php About New York Archdiocese The Archdiocese of New York is an ecclesiastical district encompassing 296 parishes in the boroughs of Manhattan, the Bronx, and Staten Island in New York City and the counties of Dutchess, Orange, Putnam, Rockland, Sullivan, Ulster, and Westchester. Sixth of New York's eight dioceses have filed for Chapter 11 bankruptcy after dealing with lawsuits dating to when New York temporarily suspended the statute of limitations to give victims of childhood abuse the ability to pursue even decades-old allegations against clergy members, teachers, Boy Scout leaders and others. New York dioceses that have sought bankruptcy are Ogdensburg, Syracuse, Buffalo, Rochester, Albany and Rockville Centre on Long Island. ATLANTIC RADIO: June 3 Bankruptcy Sale Auction Set -------------------------------------------------- An auction for the sale of service of satellite airtime and equipment under the brand name Satphonestore owned by Atlantic Radio Telephone Inc. one June 3, 2024. Deadline to submit bids for the Debtor's asset is May 39, 2024. Stalking horse bid is $4.5 million and a minimum bid of $4.6 million. The U.S. Bankruptcy Court for the Southern District of Florida will hold a final sale hearing on June 5, 2024. Further information regarding the sale, contact CJ Webber at cj@atlticrt.com. About Atlantic Radio Telephone Atlantic Radio Telephone, Inc., provides communication and aviation solutions to individuals and organizations who find themselves "off the grid." With locations in Miami and Fort Lauderdale, Florida, Atlantic Radio provides sales, support, installation, integration and repair services to customers located around the world in industries including: maritime, military, first responders, utilities, aviation, education and research, travel and tourism and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-15483) on July 13, 2023. In the petition signed by Conrad J. Webber, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Michael D. Seese, Esq., at Seese, P.A., represents the Debtor as legal counsel. BEN MUR: Case Summary & Five Unsecured Creditors ------------------------------------------------ Debtor: Ben Mur, Inc. 437 Route 212 Saugerties, NY 12477 Business Description: Ben Mur is the owner of a property located at 437 Route 212, Saugerties, New York having an appraised value of $1.3 million. Chapter 11 Petition Date: May 10, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-35472 Judge: Hon. Cecelia G. Morris Debtor's Counsel: Michelle L. Trier, Esq. GENOVA, MALIN & TRIER, LLP 1136 Route 9 Wappingers Falls, NY 12590 Tel: 845-298-1600 Total Assets: $1,304,182 Total Liabilities: $3,723,515 The petition was signed by Kenneth Benson as president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FK4AXGQ/Ben_Mur_Inc__nysbke-24-35472__0001.0.pdf?mcid=tGE4TAMA BHAVI HOSPITALITY: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------- Bhavi Hospitality, LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, for authority to use cash collateral and provide adequate protection. This is an emergency matter since the Debtor has no outside sources of funding available to it and must rely on the use of cash collateral to continue its operations. Immediately after filing the instant case, the Debtor's principal, Mehul Gajera, underwent surgery and has been recovering for several weeks. The Debtor requires the use of cash collateral to pay its ongoing expenses, generate additional income and to propose a plan in the case. The Debtor has an immediate need to use the cash collateral of the U.S. Small Business Administration, Louisiana National Bank and CFG Merchant Solutions, LLC, the Debtor's secured creditors claiming liens on the Debtor's personal property including accounts. The Debtor can adequately protect the interests of the Secured Lenders as set forth in the proposed Interim Order for Use of Cash Collateral by providing the Secured Lenders with postpetition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. A copy of the motion is available at https://urlcurt.com/u?l=vzUDsf from PacerMonitor.com. About Bhavi Hospitality Bhavi Hospitality LLC, doing business as Holiday Inn Express Forney, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30972) on April 1, 2024, with $1 million to $10 million in both assets and liabilities. Mehul Gajera, manager, signed the petition. Judge Scott W. Everett presides over the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC represents the Debtor as bankruptcy counsel. BIRD GLOBAL: Claimant Says Disclosure Inadequate ------------------------------------------------ Donna Jackson Tchirkow, Individually and as Administrator of the Estate of Nicholas Tchirkow (Tchirkow), files an objection to the Disclosure Statement of Bird Global, Inc., et al. Tchirkow is a wrongful death and survival claimant with claims pending against Debtor Bird Rides, Inc. ("Bird Rides") in JAMS Arbitration No. 5300000040, Donna Jackson Tchirkow, Individually and as a personal representative of the Estate of Nicholas Tchirkow v. Bird Rides, Inc. (the "Tchirkow Arbitration"). Tchirkow points out that the Disclosure Statement does not provide key information regarding the Insurance Settlement Agreement, including the applicable policies for review; amounts that have been applied or could be applied in relation to SIR under the respective policies; and the identification of tort claimants in relation to the respective policy terms. This agreement turns on the policy provisions at issue and coverage available. Tchirkow further joins in the objections to the adequacy of the Disclosure Statement filed by other interested parties to the extent such objections are not inconsistent with the relief sought herein. Tchirkow incorporates such objections by reference. Attorneys for Donna Jackson Tchirkow: Vincent F. Alexander, Esq. SHUTTS & BOWEN LLP 201 East Las Olas Blvd., Suite 2200 Fort Lauderdale, FL 33301 Tel: (954) 524-5505 Fax: (954) 524-5506 E-mail: Valexander@shutts.com and Ryan E. Chapple, Esq. CAIN & SKARNULIS PLLC 303 Colorado Street, Suite 2850 Austin, TX 78701 Tel: 512-477-5000 Fax: 512-477-5011 E-mail: rchapple@cstrial.com A copy of the Objection Case dated April 24, 2024, is available at https://tinyurl.ph/qMhut from PacerMonitor.com. About Bird Global Bird Global, Inc., a micro-mobility operator, is an electric vehicle company dedicated to bringing affordable, environmentally friendly transportation solutions such as e-scooters and e-bikes to communities across the world. The company is based in Miami, Fla. Bird Global and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-20514) on December 20, 2023. In the petition signed by its chief restructuring officer, Christopher Rankin, Bird Global disclosed up to $500 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the cases. Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts, Esq., at Berger Singerman LLP, represent the Debtors as legal counsel. Teneo Capital LLC is the Debtors' restructuring advisor. Epiq Corporate Restructuring, LLC serves as notice and claims agent. The Senior DIP Parties and Prepetition First Lien Parties, led by MidCap Financial Trust, are represented by Latham & Watkins LLP (James Ktsanes; John Lister; Hugh Murtagh). Covington & Burling LLP (Ronald A. Hewitt) represents the Junior DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the Junior DIP Lenders and Participating Second Lien Parties. On January 5, 2024, the U.S. Trustee for Region 21 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Fox Rothschild, LLP as legal counsel and Berkeley Research Group, LLC as financial advisor. BLUE LINE: Posts $157K Net Income in First Quarter -------------------------------------------------- Blue Line Protection Group, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $157,309 on $1.14 million of revenue for the three months ended March 31, 2024, compared to a net loss of $5,565 on $1.01 million of revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $1.98 million in total assets, $3.16 million in total liabilities, and a total stockholders' deficit of $1.18 million. Blue Line said, "During the next twelve months, we anticipate that we will incur approximately $1,200,000 of general and administrative expenses in order to execute our current business plan. We also plan to incur significant sales, marketing, research and development expenses during the next 12 months. We must obtain additional financing to continue our operations. We may not be able to obtain additional funding on terms that are favorable to us or at all. We may not be able to obtain sufficient funding to continue our operations, or if we do receive funding, to generate adequate revenues in the future or to operate profitably in the future. These conditions raise substantial doubt about our ability 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/1416697/000149315224018594/form10-q.htm About Blue Line Headquartered in Denver, CO, Blue Line Protection Group, Inc. provides armed protection and transportation, currency processing and training, and compliance services for businesses engaged in the legal cannabis industry. During the year ended Dec. 31, 2023 approximately 45% of its revenue was derived from transportation services. The remaining 55% of its revenue was derived from currency processing services (54%) and training and compliance services (1%). The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has an accumulated deficit and had a working capital deficiency as of Dec. 31, 2023, which raises substantial doubt about its ability to continue as a going concern. BLUE RACER: Moody's Gives B2 Rating on New Senior Unsecured Notes ----------------------------------------------------------------- Moody's Ratings assigned B2 ratings to Blue Racer Midstream, LLC's proposed offering of senior unsecured notes. Blue Racer's existing ratings, including its B1 Corporate Family Rating, B1-PD Probability of Default Rating, existing B2 senior unsecured notes rating, and stable outlook are unchanged. The net proceeds from the proposed notes offering are expected to be used to refinance Blue Racer's $600 million senior notes due in December 2025 and pay down the outstanding balance under its secured revolving credit facility. "Blue Racer's refinancing transaction will lengthen its maturity schedule and improve its liquidity," said Jake Leiby, Moody's Vice President and Senior Analyst. RATINGS RATIONALE The B2 rating on the proposed senior unsecured notes is in line with Blue Racer's existing senior unsecured notes rating. The new notes will rank pari passu with its existing notes. Blue Racer's unsecured notes are rated one notch below the B1 CFR, reflective of their junior position in the capital structure to the unrated secured revolving credit facility. Blue Racer's B1 CFR reflects the company's high but improving financial leverage, volumetric risks, and exposure to counterparty credit risks involving non-investment grade and privately owned upstream customers. The rating also considers Blue Racer's geographic concentration in the Utica and Marcellus plays in the northeast U.S., private ownership, and potential capital needs to support future expansions. Blue Racer's CFR is supported by long-term fee-based cash flow backed by minimum volume, demand charge, flow commitment and acreage dedication contracts; integrated midstream operations in the liquids-rich areas of Appalachia; established track record of significant organic expansion and generating a base level of operating cash flow; and ongoing support from its private owners that have a history of reinvesting distributions back into the company to support growth and reduce financial leverage, when needed. Moody's expects Blue Racer to maintain adequate liquidity. Pro forma for the proposed refinancing transaction, the company's nearest maturity will be its $300 million senior notes due in July 2026 and the company will have ample availability under its revolver to manage that maturity. The company's distribution policy provides for the retention of significant cash so long as the debt/EBITDA ratio remains above 4.0x. The company's leverage was under 4.0x at the end of the first quarter of 2024 and going forward Moody's expects the company to size its distributions to maintain leverage below 4.0x, fund its growth capex, and manage its debt, with the remainder distributed to its owners for their own debt service and dividend requirements. As of March 31, 2024, Blue Racer had $16 million of cash and $254 million of available borrowing capacity under its recently amended $600 million secured revolving credit facility that matures in 2029. The secured revolver contains financial covenants including interest coverage of at least 2.5x, total leverage of no more than 5.25x, and senior secured leverage of no more than 3.25x. Moody's expects Blue Racer to remain in compliance with its covenants into at least mid-2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Blue Racer's ratings could be upgraded if the company increases scale and diversification and maintains debt/EBITDA below 4.0x. A ratings upgrade could also be considered if counterparty credit risks declined in stable to improving industry conditions. A downgrade of Blue Racer's ratings could be considered if debt/EBITDA exceeds 5.5x, or if EBITDA or throughput volumes experience a sustained or material decline. A ratings downgrade could also be considered if counterparty credit risks increase. Blue Racer Midstream, LLC is a Utica and Marcellus shale focused private midstream company that provides natural gas gathering and processing as well as natural gas liquids (NGL) fractionation, transportation and marketing services to producers in Ohio, Pennsylvania and West Virginia. The company was formed in 2012 and owns and operates 724 miles of natural gas, NGL and condensate pipelines, had 1.2 billion cubic feet per day (Bcf/d) of nameplate natural gas processing capacity and 134,000 barrels per day of fractionation capacity as of September 2023. Blue Racer is a 50/50 joint-venture partnership between The Williams Companies, Inc. (WMB, Baa2 stable) owned Blue Racer Midstream Intermediate Holdings, LLC and First Reserve (unrated) backed FR BR Holdings, L.L.C. (unrated). The principal methodology used in these ratings was Midstream Energy published in February 2022. BLUE RACER: S&P Rates New $500MM Senior Unsecured Notes 'B+' ------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to Blue Racer Midstream LLC's proposed $500 million senior unsecured notes due in 2029 and $500 million senior unsecured notes due in 2032. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in a payment default scenario. The company intends to use the net proceeds to refinance its $600 million senior unsecured notes due in December 2025 and repay outstanding borrowings on its $600 million revolving credit facility. This offering is leverage neutral and helps mitigate the near-term refinancing risk by addressing the December 2025 senior unsecured notes maturity. Blue Racer is a Delaware-incorporated joint venture between affiliates of Williams Co. Inc. and First Reserve Corp. LLC. Blue Racer operates a network of natural gas pipelines, processing plants, fractionators, and related equipment across 14 counties in Ohio and four counties in West Virginia atop the Utica and Marcellus shale formations. The company provides services under both fee-based and commodity-based contracts. BLUM HOLDINGS: Amends & Restates LOI With Safe Accessible --------------------------------------------------------- Blum Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 1, 2024, the Company executed an amended and restated binding letter of intent with Safe Accessible Solutions, Inc. (the "Target"), which amended and restated the LOI dated Feb. 9, 2024 with Operators Only Corp. in its entirety. Pursuant to the Amended LOI, the Company, a newly formed wholly-owned subsidiary of the Company ("Blum Acquisition"), and the stockholders of Target shall enter into a Stock Sale and Purchase Agreement in which Blum Acquisition will acquire 100% of the common stock of the Target. Upon the closing of the transaction, the Target shall become a wholly-owned subsidiary of Blum Acquisition. At closing, the Company shall pay an aggregate of $1,671,451 in consideration for the Target as follows: (i) a secured promissory note in the aggregate principal amount of $1,000,071 to be paid in monthly installments of approximately $23,811 per month over 42 months; and (ii) the issuance of 945,605 shares of common stock of the Company. The Note may be converted into common stock of the Company at the transaction valuation, on terms to be agreed-upon. Management Services Agreement On May 1, 2024, the Company, through its wholly-owned subsidiary BLMH Management Services, Inc., executed a management services agreement with Safe Accessible Solutions, Inc. pursuant to which the Company shall manage the operations of the Target at the premises located at 1716 J St, Sacramento, California 95811 (the "Cookies Sacramento Dispensary"). As consideration for such services, the Company shall receive a management fee of 100% of the economic benefit of the Target. In accordance with the Management Services Agreement, the Company will have controlling financial interest over the business of the Target that will allow the Company to include the financial results of the Target in its consolidated financial statements. About Blum Holdings Headquartered in Santa Ana, California, Blum Holdings, Inc. -- www.blumholdings.com -- is a cannabis company with operations in retail and distribution throughout California, with an emphasis on providing the highest quality of medical and adult use cannabis products. The Company is home to Korova, a brand of high potency products across multiple product categories, currently available in California. The Company operates Blum OC, a premier cannabis dispensary in Orange County, California. The Company also owns dispensaries in California which operate as The Spot in Santa Ana, Blum in Oakland, and Blum in San Leandro. Costa Mesa, California-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BROCATO'S SANDWICH: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------------- Brocato's Sandwich Shop, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral in accordance with the budget, with a 10% variance, and provide adequate protection. The Debtor requires the use of cash collateral to fund its operating expenses and costs of administration in the Chapter 11 case for the duration of the Chapter 11 case. The creditors that may claim blanket liens against the Debtor's assets including U.S. Foods, Inc., Gordon Food Service, Inc., and Florida Department of Revenue. The Debtor estimates that the collective claims of the Secured Creditors are secured by $14,596. The Secured Creditor Assets include $4,596 in cash and accounts receivables which the Debtor expects to collect. As adequate protection for the use of cash collateral, the Debtor offers the Secured Creditors the following: a. Post-petition replacement liens on the Secured Creditor Assets to the same extent, validity, and priority as existed pre-petition; b. The right to inspect the Secured Creditor Assets on 48 hours notice, provided that said inspection does not interfere with the operations of the Debtor; and c. Copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditors may reasonably request with respect to the Debtor's operations. A copy of the motion is available at https://urlcurt.com/u?l=XsXlQf from PacerMonitor.com. About Brocato's Sandwich Shop, Inc. Brocato's Sandwich Shop, Inc. owns and operates a sandwich restaurant. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02613) on May 8, 2024. In the petition signed by Michael Brocato, president, the Debtor disclosed $14,595 in assets and $1,396,391 in liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at BUDDY D. FORD, P.A., represents the Debtor as legal counsel. C. L. DALE: Wins Interim Cash Collateral Access ----------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia, Roanoke Division, authorized C.L. Dale Construction, Inc. to use cash collateral, on an interim basis, in accordance with the budget, through the date of the final hearing set for June 6, 2024 at 9:30 a.m. The Debtor requires the use of cash collateral to pay operating expenses. The Internal Revenue Service has a senior lien on the assets of the Debtor, i.e. accounts receivable, inventory, personal property, etc., and is secured with filed tax lien filed with the Virginia State Corporation Commission in September 2016. As of the petition date, approximately $10,000 is owed by the Debtor to the Internal Revenue Service under the tax lien filed with the SCC. The second lien of record was filed Samson Horus with the SCC on July 7, 2020, and the amount of the Samson Horus lien is unknown. The Debtor is directed to continue to segregate and account for all cash collateral that comes into its possession, custody or control. All cash collateral will be deposited immediately upon the Debtor's receipt thereof into its debtor-in-possession operating account. The Debtor will maintain and provide complete and accurate records of all post-petition income, all expenditures of cash collateral, and will provide/file written operating reports on a monthly basis with the United States Bankruptcy Court. The $500 payments to the IRS and Samson Horus set forth above are adequate protection payments. As additional adequate protection for the use of the cash collateral, to the extent of any diminution in the cash collateral of the United States of America, on behalf of the Internal Revenue Service, and of Samson Horus, LLC, each are granted replacement liens on the cash of the Debtor to the same extent, validity, and priority as their asserted prepetition liens. A copy of the order is available at https://urlcurt.com/u?l=qmZuOI from PacerMonitor.com. About C. L. Dale Construction Services C. L. Dale Construction Services, LLC is a provider of construction and engineering services catering to the Southwest Virginia area. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Va. Case No. 24-70240) on April 3, 2024, with $482,367 in assets and $3,666,001 in liabilities. Christopher L. Dale, manager/sole member, signed the petition. Judge Paul M. Black presides over the case. Scot Farthing, Esq., at Farthing Legal, PC represents the Debtor as bankruptcy counsel. CAPITAL TACOS: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Capital Tacos Holdings, LLC, KJ-IP, LLC, and KJ-Licensing, LLC to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, pending a further hearing set for May 16, 2024 at 10:30 a.m. The Debtors' primary secured creditor is FVP Servicing, LLC, in connection with a $2.5 million loan. The Lender filed a UCC financing statement asserting a security interest in all assets of the Debtors. Accordingly, the Lender may assert an interest in cash collateral. As adequate protection with respect to the Lender's interests in the cash collateral, the Lender is granted a continuing and perfected replacement lien in and upon all of the categories and types of collateral in which it held a security interest and lien as of the Petition Date to the same extent, validity and priority that it held as of the Petition Date. The Debtors are entitled to collect money from parties with outstanding accounts receivable to the Debtors and no creditor or party in interest will interfere with the Debtors' collection actions; provided, however, the proceeds of such accounts receivable constitute Lender's cash collateral. The Debtors will maintain insurance coverage for the collateral in accordance with the obligations under the loan and security documents between Lender and the Debtors. The Replacement Liens provided will be deemed automatically valid and perfected with such priority as provided in this Interim Order, without any further notice or act by any party that may otherwise be required under any other law. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=jH96Rm from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $13,242 for the week beginning May 13, 2024; and $1,300 for the week beginning May 20, 2024. About Capital Tacos Holdings, LLC Capital Tacos Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01363) on March 15, 2024. In the petition signed by James Marcus, manager, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Roberta A. Colton oversees the case. Edward J. Peterson, Esq., at JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP, represents the Debtor as legal counsel. CAREISMATIC BRANDS: Plan Exclusivity Period Extended to Sept. 18 ---------------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey extended Careismatic Brands, LLC, and affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to September 18 and November 19, 2024, respectively. As shared by Troubled Company Reporter, the Debtors submitted a Second Amended Joint Plan of Reorganization pursuant to which holders of Allowed General Unsecured Claims are grouped in Class 5. 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. Class 5 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. CASA SYSTEMS: Gets Court Okay to Sell Cloud Unit to Fund Case ------------------------------------------------------------- Steven Church of Bloomberg News reports that Casa Systems Inc., which makes software and other products for cable television companies, won court approval to sell its cloud-based unit for $32.3 million to Lumine Group US Holdco Inc. in order to fund the rest of its bankruptcy case. US Bankruptcy Judge Karen Owens agreed with the company that without the sale, Casa would suffer a cash crisis next week and would have to furlough workers. Owens said she was initially skeptical of the unusually quick sale because it was designed to raise cash to pay for the reorganization case. About Casa Systems Casa Systems, Inc. (Nasdaq: CASA) is a next-gen technology leader that supports mobile, cable, and wireline communications services providers with market leading solutions. Casa's virtualized and cloud-native software solutions modernize operators' network architectures, expand the range of services they can offer their consumer and commercial customers, accelerate time to revenue and reduce the TCO of their network infrastructure and operations. Casa's suite of open, cloud-native network solutions unlocks new ways for service providers to quickly build flexible networks and service offerings that maximize revenue-generating capabilities. Commercially deployed in more than 70 countries, Casa Systems serves over 475 Tier 1 and regional service providers worldwide. On the Web: http://www.casasystems.com/ On April 3, 2024, Casa Systems, Inc., and two of its affiliates each filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Csae No. 24-10695). In the petition filed by CFO Edward Durkin, Casa Systems estimated assets and liabilities between $100 million and $500 million each. The Debtors' cases have been assigned to the Honorable Karen B. Owens. Casa has engaged Sidley Austin LLP as legal counsel, Ducera Partners LLC as financial advisor, and Alvarez & Marsal North America, LLC as restructuring advisor. Epiq is the claims agent. CBAK ENERGY: Delays Filing of First Quarter 2024 Form 10-Q ---------------------------------------------------------- CBAK Energy Technology, Inc. filed a Form 12b-25 with the Securities and Exchange Commission regarding the delay in the filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2024. The Company has not finalized its financial statements for the quarter ended March 31, 2024. As a result, the Company is unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense. The Company anticipates that it will file the Form 10-Q within the five-day grace period provided by Exchange Act Rule 12b-25. About CBAK Energy Liaoning Province, People's Republic of China-based CBAK Energy -- www.cbak.com.cn -- is a manufacturer of new energy high power lithium and sodium batteries that are mainly used in light electric vehicles, electric vehicles, energy storage such as residential energy supply & uninterruptible power supply (UPS) application, and other high-power applications. The Company's primary product offering consists of new energy high power lithium and sodium batteries. In addition, after completing the acquisition of 81.56% of registered equity interests (representing 75.57% of paid-up capital) of Hitrans in November 2021, the Company entered the business of developing and manufacturing NCM precursor and cathode materials. Hitrans is a developer and manufacturer of ternary precursor and cathode materials in China, whose products have a wide range of applications on batteries that would be applied to electric vehicles, electric tools, high-end digital products and storage, among others. Hong Kong, China-based ARK Pro CPA & Co, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2023. All these factors raise substantial doubt about its ability to continue as a going concern. CES ENERGY: S&P Rates New C$200MM Senior Unsecured Notes 'B' ------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level and '3' recovery rating to CES Energy Solutions Corp.'s proposed C$200 million senior unsecured notes due 2029. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in a distress scenario. S&P expects the company will use the proceeds from the proposed issuance, along with drawings under the credit facility, to repay the existing C$250 million term loan facility due April 2026. S&P said, "While the proposed issuance, once completed, alleviates near-term maturity risk, we view the transaction as credit neutral. We continue to project S&P Global Ratings-adjusted funds from operations (FFO) to debt averaging 55% and adjusted debt to EBITDA just below 1.5x over the next two years and accordingly, our 'B' issuer credit rating with a positive outlook is unchanged. The positive outlook reflects our view that we could raise the rating if we believe CES can sustain adjusted FFO to debt at about 60% while generating positive free cash flow and demonstrating further gross debt reduction." ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'B' issue-level rating and '3' recovery rating to the proposed senior unsecured notes. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in a distress scenario. -- S&P's default scenario takes place in 2027 and contemplates a sustained period of weak crude oil and natural gas prices globally that leads to a significant reduction in drilling and completion activity and associated decline in the demand for the company's products. -- S&P has valued CES on a going-concern basis using a 5.5x multiple on the projected emergence EBITDA. -- S&P's recovery analysis assumes that, in a hypothetical bankruptcy scenario, secured revolver lenders are fully covered, with the remaining value available to unsecured noteholders. -- S&P assumes that 85% of the C$450 million cash flow revolver facility will be drawn at the time of default. -- S&P believes the issue-level and recovery rating are unlikely to change in case the issuance size is upsized to up to C$250 million. Simulated default assumptions -- Simulated year of default: 2027 -- EBITDA at emergence: C$102 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): C$535 million -- Valuation split in % (obligors/nonobligors): 100/0 -- Collateral value available to secured creditors: C$535 million -- Secured first-lien debt: About C$400 million --Recovery expectations: Not applicable -- Total value available to unsecured claims: C$135 million -- Senior unsecured debt and pari passu claims: C$210 million --Recovery expectations: 50%-70% (rounded estimate: 65%) All debt amounts include six months of prepetition interest. CGI 640 OCEAN: July 17 Public Sale Auction Set ---------------------------------------------- Deutsche Bank AG ("secured party") will offer for sale at public auction 100% of the partnership interests in CGI 640 Ocean Management GP LLC, and CGI 640 Ocean Management Holdco LP ("pledgor"), along with certain rights and property representing, relating to, or arising from the partnership interests ("collateral"). Secured party will conduct the sale pursuant to 9-610 through 9-613 of the Uniform Commercial Code and that certain pledge and security agreement, dated Aug. 3, 2021, by and between secured party, pledgor and CGI 640 Ocean Management LP ("Debtor"). The pledgor is the owner of all equity interests in Debtor, the entity that owns the real property and improvements known as The Gabriel Miami South Beach, Curio Collection by Hilton, located at 620, 626, 640, and 650 Ocean Dr., Miami Beach, Florida 33139. For information purposes only, the Debtor is the borrower under a mortgage loan in the original principal amount of $71,105,000 ("mortgage loan"). The sale will take place on July 17, 2024, at 10:00 a.m. Eastern Standard Time ("sale"). Purchasers may attend the sale at the law office of Gibson, Dunn & Crutcher LLP and via web-based video and telephonic conferencing program at the following link https://hodgeswardelliott.zoom.us/j/88228268631. All parties desiring to qualify as a bidder at the sale are required to deliver by July 16, 2024, at 4:00 p.m. Eastern Standard Time (1) a deposit of $100,000 and (2) proof of financial ability to consummate the sale. A prevailing bidder must pay the balance of the purchase price for any successful bid to secured party by 4:00 p.m. Eastern Time on the 2nd business day after the acceptance of any such bid. Interested parties will need to execute a standard confidentiality and non-disclosure agreement found at https://thegabrielmaiamisouthbeachucc.hodgeswardelliott.com/. An online date room ("datasite") is available to prospective investors, subject to execution of a confidentiality and non-disclosure agreement. The data room can be accessed via Hodges Ward Elliott through a third-party secured site (ShareFile). Contact loansales@hodgeswardelliott.com should you experience any problem accessing the site. Further information may be directed to Michael Britvan at 646-553-3639 or mbritvan@hodgeswardelliott.com. CHARGE ENTERPRISES: Court Confirms Chapter 11 Plan -------------------------------------------------- Judge Thomas M. Horan has entered an order that the Combined Disclosure Statement and Plan of Charge Enterprises, Inc., to the extent modified by this Confirmation Order, is approved and confirmed. Any unresolved objections, statements, joinders, comments, and reservations of rights in opposition to or inconsistent with the Plan have been fully considered by this Court and are denied and overruled with prejudice on the merits and in their entirety. Pursuant to Section 1123(b) of the Bankruptcy Code or Bankruptcy Rule 9019 (or both), as applicable, upon the Effective Date, all settlements and adjustments of Claims and Interests belonging to the Debtor and its Estate, including in connection with the KORR Settlement, and those set forth in the Plan are approved in all respects as good faith, fair, reasonable, and equitable compromises and settlements. Article III of the Plan specifies that Class 1 (Other Priority Claims), Class 3 (Other Secured Claims), and Class 4 (General Unsecured Claims) are Unimpaired under the Plan. Thus, the requirement of Section l123(a)(2) of the Bankruptcy Code is satisfied. Article III of the Plan designates Class 2 (Prepetition Lender Claims), Class 5 (Section 510(b) Claims), Class 6 (Other Subordinated Claims), Class 7 (Series C Preferred Interests), Class 8 (Series D Preferred Interests), Class 9 (Series E Preferred Interests), and Class 10 (Common Interests) as Impaired under the Plan, and specifies the treatment of Claims and Interests in all such Classes. Thus, the requirement of Section 1123(a)(3) of the Bankruptcy Code is satisfied. The holders of Claims in Class 1, Class 3, and Class 4, are left Unimpaired under the Plan and, therefore, are deemed to have accepted the Plan by operation of Section 1126(f) of the Bankruptcy Code. The holders of Claims in Class 2 have voted to accept the Plan in accordance with the Bankruptcy Code, satisfying Section 1129(a)(8) of the Bankruptcy Code as to that Class. Holders of Interests in Class 5, Class 6, Class 7, Class 8, Class 9, and Class 10 are deemed to have rejected the Plan by operation of Section 1126(g) of the Bankruptcy Code. Section 1129(a)(8) of the Bankruptcy Code has not been and cannot be satisfied as to any Classes that are deemed to reject the Plan. The Plan, however, is still confirmable because it satisfies the nonconsensual confirmation provisions of Section 1129(b) of the Bankruptcy Code. Class 2, an Impaired Class of Claims under the Plan, has accepted the Plan, determined without including any acceptance of the Plan by any insider (as Section 101 of the Bankruptcy Code defines that term). Therefore, the requirement of Section 1129(a)(10) of the Bankruptcy Code is satisfied. The classification and treatment of Interests in Classes 5, 6, 7, 8, 9, and 10, which are deemed to have rejected the Plan, is proper pursuant to Section 1122 of the Bankruptcy Code, does not discriminate unfairly, and is fair and equitable pursuant to Section 1129(b)(l) of the Bankruptcy Code. There is no Class of Claims or Interests junior to the holders of Interests in Classes 5, 6, 7, 8, 9, or 10 that will receive or retain property under the Plan on account of their Claims or Interests. Accordingly, the Plan does not violate the absolute priority rule, does not discriminate unfairly, and is fair and equitable with respect to each Class that is deemed to have rejected the Plan. Thus, the Plan satisfies the requirements of Section 1129(b) of the Bankruptcy Code with respect to Classes 5, 6, 7, 8, 9, and 10. The Debtor has made certain modifications to the Plan, which modifications are set forth in the table attached as Exhibit A with the following link: https://tinyurl.ph/zMJan, and which will be reflected in a conformed version of the Plan to be filed on the docket on or before the Effective Date. A copy of the Order dated April 24, 2024, is available at https://tinyurl.ph/Dujjj from PacerMonitor.com. About Charge Enterprises Charge Enterprises, Inc. is an electrical, broadband, and electric vehicle charging infrastructure Debtor that provides clients with end-to-end project management services, from advising, designing, engineering, acquiring, and installing equipment, to monitoring, servicing, and maintenance. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10349) on March 7, 2024, with $114,368,349 in assets and $48,718,180 in liabilities. Craig Harper-Denson, authorized officer, signed the petition. Judge Thomas M. Horan oversees the case. The Debtor tapped Ian J. Bambrick, Esq., at FAEGRE DRINKER BIDDLE & REATH LLP as bankruptcy counsel; BERKELEY RESEARCH GROUP, LLC as financial restructuring adviser; and SQUIRE PATTON BOGGS (US) LLP as special litigation counsel. CIM TRUST 2020-J1: Moody's Upgrades Rating on Cl. B-5 Certs to Ba1 ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings of 17 bonds from eight US residential mortgage-backed transactions (RMBS), backed by prime jumbo and agency eligible mortgage loans. A comprehensive review of all credit ratings for the respective transactions has been conducted during a rating committee. The complete rating actions are as follows: Issuer: CIM Trust 2018-INV1 Cl. B-4, Upgraded to Aa1 (sf); previously on Jun 30, 2023 Upgraded to A3 (sf) Cl. B-5, Upgraded to Aa3 (sf); previously on Sep 22, 2022 Upgraded to Ba2 (sf) Issuer: CIM Trust 2018-J1 Cl. B-3, Upgraded to Aa1 (sf); previously on Jun 30, 2023 Upgraded to Aa3 (sf) Cl. B-4, Upgraded to A3 (sf); previously on Oct 30, 2019 Upgraded to Ba1 (sf) Issuer: CIM Trust 2019-INV1 Cl. B-4, Upgraded to Aa1 (sf); previously on Dec 3, 2021 Upgraded to Baa1 (sf) Cl. B-5, Upgraded to Aa3 (sf); previously on Sep 22, 2022 Upgraded to Ba2 (sf) Issuer: CIM Trust 2019-INV2 Cl. B-4, Upgraded to Aa1 (sf); previously on Sep 22, 2022 Upgraded to Baa1 (sf) Cl. B-5, Upgraded to Aa3 (sf); previously on Sep 22, 2022 Upgraded to Ba1 (sf) Issuer: CIM Trust 2019-INV3 Cl. B-4, Upgraded to Aa2 (sf); previously on Sep 22, 2022 Upgraded to Baa2 (sf) Cl. B-5, Upgraded to A1 (sf); previously on Sep 22, 2022 Upgraded to Ba2 (sf) Issuer: CIM Trust 2019-J2 Cl. B-3, Upgraded to Aaa (sf); previously on Jun 30, 2023 Upgraded to Aa1 (sf) Cl. B-4, Upgraded to A3 (sf); previously on Jun 30, 2023 Upgraded to Baa1 (sf) Cl. B-5, Upgraded to A3 (sf); previously on Nov 29, 2021 Upgraded to B1 (sf) Issuer: CIM Trust 2020-INV1 Cl. B-4, Upgraded to Aa3 (sf); previously on Jun 30, 2023 Upgraded to A3 (sf) Cl. B-5, Upgraded to A3 (sf); previously on Sep 22, 2022 Upgraded to Ba2 (sf) Issuer: CIM Trust 2020-J1 Cl. B-4, Upgraded to A1 (sf); previously on Sep 22, 2022 Upgraded to Baa1 (sf) Cl. B-5, Upgraded to Ba1 (sf); previously on Nov 29, 2021 Upgraded to Ba3 (sf) RATINGS RATIONALE The rating upgrades reflect the increased levels of credit enhancement available to the bonds, the recent performance, and Moody's updated loss expectations on the underlying pool. Each of the transactions Moody's reviewed continue to display strong collateral performance, with cumulative losses for each transaction under 10% and a small number of loans in delinquency. In addition, enhancement levels for most tranches have grown significantly, as the pools amortize relatively quickly. The credit enhancement since closing has grown, on average, 4x for the tranches upgraded. In addition, while Moody's analysis applied a greater probability of default stress on loans that have experienced modifications, Moody's decreased that stress to the extent the modifications were in the form of temporary payment relief. Moody's also considered the existence of historical interest shortfalls for some of the bonds. As of April 2024, fifteen of the seventeen bonds have experienced interest shortfalls in the past, but have since been reimbursed due to the strong reimbursement mechanism that requires interest shortfalls to be recouped before paying interest to any bond with a lower payment priority. As of April 2024, Bond B-5 from CIM Trust 2020-J1 still has a current outstanding shortfall of $6,261 (0.69% of original balance). However, similar to the other fifteen bonds referenced, Moody's expect these shortfalls to be repaid due to their strong reimbursement mechanism. For each of the 16 bonds that have experienced interest shortfalls, Moody's considered the size and length of the past shortfalls, the potential for recurrence and the fact that the bonds are not required to pay interest on any unpaid interest, as part of the upgrade for this bond. In addition, Moody's analysis included an assessment of the existing credit enhancement floor for each bond, in place to mitigate the potential default of a small number of loans at the tail end of a transaction. The rating actions also reflect the further seasoning of the collateral and increased clarity regarding the impact of borrower relief programs on collateral performance. Over the past few years, Moody's have worked closely with loan servicers to understand and analyze their strategies regarding borrower relief programs and the impact those programs may have on collateral performance and transaction liquidity, through servicer advancing. Moody's recent analysis has found that many of these borrower relief programs, in addition to robust home price appreciation, have contributed to collateral performance being stronger than Moody's past expectations, thus supporting the upgrades. No actions were taken on some rated classes in these deals as those classes are already at the highest achievable levels within Moody's rating scale. In addition, no actions were taken on other rated classes in these deals after taking into account the updated performance information, structural features, credit enhancement and other qualitative considerations. Principal Methodology The principal methodology used in these ratings was "Moody's Approach to Rating US RMBS Using the MILAN Framework" published in August 2023. Factors that would lead to an upgrade or downgrade of the ratings: Up Levels of credit protection that are higher than necessary to protect investors against current expectations of loss could drive the ratings of the subordinate bonds up. Losses could decline from Moody's original expectations as a result of a lower number of obligor defaults or appreciation in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Down Levels of credit protection that are insufficient to protect investors against current expectations of loss could drive the ratings down. Losses could rise above Moody's expectations as a result of a higher number of obligor defaults or deterioration in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Other reasons for worse-than-expected performance include poor servicing, error on the part of transaction parties, inadequate transaction governance and fraud. Finally, performance of RMBS continues to remain highly dependent on servicer procedures. Any change resulting from servicing transfers or other policy or regulatory change can impact the performance of these transactions. In addition, improvements in reporting formats and data availability across deals and trustees may provide better insight into certain performance metrics such as the level of collateral modifications. CITY BREWING: Invesco VVR Marks $5.3MM Loan at 23% Off ------------------------------------------------------ Invesco Senior Income Trust ("VVR") has marked its $5,336,000 loan extended to City Brewing Co. LLC, to market at $4,124,454 or 77% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in VVR's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. VVR is a participant in First Lien Term Loan to City Brewing. The loan accrues interest at a rate of 9.08% (3 mo. Term SOFR + 3.50%) per annum. The loan matures on April 5, 2028. VVR is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company. VVR may participate in direct lending opportunities through its indirect investment in the Invesco Senior Income Loan Origination LLC, a Delaware limited liability company. VVR owns all beneficial and economic interests in the Invesco Senior Income Loan Origination Trust, a Massachusetts Business Trust, which in turn owns all beneficial and economic interests in the LLC. VVR may participate in direct lending opportunities through its indirect investment in the Invesco Senior Income Loan Origination LLC, a Delaware limited liability company. VVR owns all beneficial and economic interests in the Invesco Senior Income Loan Origination Trust, a Massachusetts Business Trust, which in turn owns all beneficial and economic interests in the LLC. VVR is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Trust can be reached through: Glenn Brightman Invesco Senior Income Trust 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 City Brewing Company, LLC operates as a brewery company. The Company produces beverages by contract, including beer, malts, teas, and energy drinks. CKM SHINING: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: CKM Shining Stars, LLC 3929 S. El Camino Real San Clemente, CA 92672-3457 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: May 15, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11238 Judge: Hon. Scott C. Clarkson Debtor's Counsel: Robert P. Goe, Esq. GOE FORSYTHE & HODGES LLP 17701 Cowan Building D, Suite 210 Irvine, CA 92614 Tel: (949) 798-2460 Fax: (949) 955-9437 E-mail: rgoe@goeforlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Margaret Levecke as manager. The Debtor indicated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XXUBVUQ/CKM_Shining_Stars_LLC__cacbke-24-11238__0001.0.pdf?mcid=tGE4TAMA CREATIVE REALITIES: Incurs $109K Net Loss in First Quarter ---------------------------------------------------------- Creative Realities, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $109,000 on $12.28 million of total sales for the three months ended March 31, 2024, compared to a net loss of $1 million on $9.94 million of total sales for the three months ended March 31, 2023. As of March 31, 2024, the Company had $68.21 million in total assets, $39.36 million in total liabilities, and $28.85 million in total shareholders' equity. At March 31, 2024, the Company has an accumulated deficit of $53,455,000 negative working capital of $22,418,000, including current debt obligations of $12,770,000 and cash of $2,899,000. For the three months ended March 31, 2024, the Company incurred an operating loss of $76,000 and generated positive net cash flows from operations of $1,938,000. Pursuant to the Second Amended and Restated Credit and Security Agreement between the Company and Slipstream Communications, LLC, the Company is required and began to make monthly repayments of principal on the Consolidation Term Loan on Sept. 1, 2023. The monthly principal payment is approximately $370,000 and will continue on the first day of each month thereafter until the Maturity Date on Feb. 17, 2025, with total principal repayments of $3,593,000 during the twelve months subsequent to the reporting date of these Condensed Consolidated Financial Statements. In addition, the Company is required to repay the principal balance on the Acquisition Term Loan of $10,000,000 at maturity and resolve the contingent consideration, currently estimated for accounting purposes at $10,603,000 each of which mature on Feb. 17, 2025. The Company does not have sufficient cash on hand or liquidity to make these principal repayments. According to the Company, the above conditions and events raise substantial doubt about the Company's ability to continue as a going concern under the technical framework within ASU 205-40. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1356093/000143774924015814/crex20240331_10q.htm About Creative Realities Creative Realities, Inc. -- http://www.cri.com-- helps clients use place-based digital media to achieve business objectives such as increased revenue, enhanced customer experiences, and improved productivity. The Company designs, develops and deploys digital signage experiences for enterprise-level networks, and is actively providing recurring SaaS and support services across diverse vertical markets, including but not limited to retail, automotive, digital-out-of-home (DOOH) advertising networks, convenience stores, foodservice/QSR, gaming, theater, and stadium venues. Louisville, Kentucky-based Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company in experiencing difficulty in generating sufficient cash flow to service its debt and contingent consideration obligations, which raises substantial doubt about its ability to continue as a going concern. CREATIVE REALITIES: Obtains Commitment for $20M Credit Facility --------------------------------------------------------------- Creative Realities, Inc., announced that it had signed a non-binding commitment letter with First Merchants Bank for a $20 million senior secured revolving credit facility with a $5 million accordion feature. A portion of the funds available from the Revolver will, upon closing, pay off all existing indebtedness of the Company. Along with closing costs and ancillary fees, the total amount of initial drawn funds on the Revolver is anticipated to be approximately $14.5 million at closing. The parties intend to consummate the Revolver on or after May 17, 2024, subject to the completion of First Merchants' due diligence, definitive documentation and customary terms and conditions. "I'm very pleased to announce our intent to refinance the Company's credit facilities with First Merchants as soon as next week," said Rick Mills, chief executive officer. "The contemplated credit facility with First Merchants provides a conventional revolver structure without prepayment penalties and eliminates fixed amortization payments, allowing the flexibility to draw as needed for growth capital as well as to reduce interest expense going forward. We are focused on de-levering the Company and taking appropriate steps to strengthen the balance sheet and migrate to an optimal capital structure. This new facility will accomplish both – and prepares us for the next stage in CRI's growth trajectory. Through performance, the Company has availed itself of the opportunity to refinance despite headwinds and uncertainty in debt markets. We also want to take this opportunity to thank Slipstream Communications, LLC, and its parent company, Pegasus Capital Advisors, for supporting management's vision to build a world-class digital signage and media platform. We look forward to an ongoing relationship with Slipstream as a significant shareholder." About Creative Realities Creative Realities, Inc. -- http://www.cri.com-- helps clients use place-based digital media to achieve business objectives such as increased revenue, enhanced customer experiences, and improved productivity. The Company designs, develops and deploys digital signage experiences for enterprise-level networks, and is actively providing recurring SaaS and support services across diverse vertical markets, including but not limited to retail, automotive, digital-out-of-home (DOOH) advertising networks, convenience stores, foodservice/QSR, gaming, theater, and stadium venues. Louisville, Kentucky-based Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company in experiencing difficulty in generating sufficient cash flow to service its debt and contingent consideration obligations, which raises substantial doubt about its ability to continue as a going concern. CURIS INC: Incurs $11.9 Million Net Loss in First Quarter --------------------------------------------------------- Curis, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $11.87 million on $2.08 million of net revenues for the three months ended March 31, 2024, compared to a net loss of $11.56 million on $2.30 million of net revenues for the three months ended March 31, 2023. As of March 31, 2024, the Company had $62.02 million in total assets, $52.56 million in total liabilities, and $9.46 million in total stockholders' equity. Curis said, "Based on the Company's $40.7 million of existing cash, cash equivalents and investments at March 31, 2024, recurring losses and cash outflows from operations since inception, an expectation of continuing losses and cash outflows from operations for the foreseeable future and the need to raise additional capital to finance the Company's future operations, the Company concluded it does not have sufficient cash on hand to support current operations within the next 12 months from the date of filing this Quarterly Report on Form 10-Q. These factors raise substantial doubt regarding the Company's ability 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/1108205/000110820524000033/cris-20240331.htm About Curis, Inc. Headquartered in Lexington, Massachusetts, Curis -- www.curis.com -- is a biotechnology company focused on the development of emavusertib, an orally available, small molecule IRAK4 inhibitor. Emavusertib is currently undergoing testing in the Phase 1/2 TakeAim Lymphoma study in patients with relapsed/refractory primary central nervous system lymphoma (PCNSL) in combination with the BTK inhibitor ibrutinib, as a monotherapy in the Phase 1/2 TakeAim Leukemia study in patients with relapsed/refractory acute myeloid leukemia (AML) and relapsed/refractory high risk myelodysplastic syndrome (hrMDS) with either a FLT3 mutation or a splicing factor mutation (U2AF1 or SF3B2), and as a frontline combination therapy with azacitidine and venetoclax in patents with AML. Emavusertib has received Orphan Drug Designation from the U.S. Food and Drug Administration for the treatment of AML and MDS. Curis, through its 2015 collaboration with Aurigene, has the exclusive license to emavusertib (CA-4948). Curis licensed its rights to Erivedge to Genentech, a member of the Roche Group, under which they are commercializing Erivedge for the treatment of advanced basal cell carcinoma. Boston, Massachusetts-based PricewaterhouseCoopers LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated Feb. 8, 2024, citing that the Company has incurred losses and cash outflows from operations that raise substantial doubt about its ability to continue as a going concern. CYTOSORBENTS CORP: Incurs $6.36 Million Net Loss in First Quarter ----------------------------------------------------------------- Cytosorbents Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $6.36 million on $9.78 million of total revenue for the three months ended March 31, 2024, compared to a net loss attributable to common stockholders of $7.33 million on $9.45 million of total revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $47.07 million in total assets, $28.14 million in total liabilities, and $18.93 million in total stockholders' equity. As of March 31, 2024, the Company's cash, cash equivalents and restricted cash balances were approximately $10.1 million, including approximately $8.6 million in cash and cash equivalents and approximately $1.5 million in restricted cash, which is not expected to fund the Company's operations beyond the next twelve months from the issuance of these consolidated financial statements. The Company said this matter raises substantial doubt about the Company's ability to continue as a going concern. As a result, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company is actively pursuing financing sources, including less or non-dilutive debt financing, royalty financing, strategic or direct investments, equity financing, and/or combinations thereof. There can be no assurance that management will be successful in these endeavors. Management Comments Dr. Phillip Chan, chief executive officer of CytoSorbents stated, "We are pleased to announce a strong start to 2024, driven by significant sales growth and operational efficiencies. First quarter 2024 product sales were $9.0 million, marking the highest quarter for core CytoSorb sales in nearly 3 years. We expanded our product gross margins to 76%, exclusive of a non-recurring inventory adjustment, up an absolute 8% from Q1 2023, which we believe highlights the scalability and efficiency of our state-of-the-art manufacturing facility and processes. "Furthermore, Principal Investigator Dr. Michael Mack presented the results of the U.S. and Canada pivotal STAR-T (Safe and Timely Antithrombotic Removal of Ticagrelor) randomized controlled trial at the Annual Meeting of the American Association for Thoracic Surgery (AATS) and at the KOL and Investor/Analyst Day we hosted earlier this week (replay available) that we believe support a favorable benefit-to-risk profile of the DrugSorb-ATR system* in the perioperative bleeding risk of patients undergoing isolated CABG surgery within 2 days of receiving Brilinta (ticagrelor, AstraZeneca). We received positive and encouraging feedback on the strength and clinical importance of these data and the continued unmet medical need from cardiothoracic surgeons. Looking ahead, we expect to submit marketing applications for DrugSorb-ATR, which has an FDA Breakthrough Device Designation, to the FDA under the De Novo pathway and Health Canada in the third quarter of 2024. "Additionally, we expect to take delivery of and launch our PuriFi hemoperfusion pump in select international countries for which we already have strong interest - a key 2024 growth initiative. We continue to work to strengthen our balance sheet and reduce operating expenses while executing our strategic plan towards these upcoming milestones." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1175151/000141057824000703/ctso-20240331x10q.htm About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure and patient death. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has suffered recurring losses from operations, has experienced cash used from operations, and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. DAY ONE DISTRIBUTION: Wins Cash Collateral Access on Final Basis ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Day One Distribution LLC and Zero Day Nutrition Company to use cash collateral, on a final basis, in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, the Debtors initiated the Bankruptcy Cases due to a serious cash flow problem created by significant daily deductions from various MCA Lenders. Prepetition MCA Lenders require daily withdrawals from the bank accounts of DOD Debtor and ZD Debtor. The aggregate amount of the monthly withdrawals increased over time to more than $300,000, which greatly exceeded the Debtors' capacity and created significant cash flow issues. The company soon became unable to pay its ongoing expenses. Additionally, several of the MCA Lenders recently contacted some customers of Debtors, instructing that payments be diverted from Debtors directly to the MCA Lenders. These actions have left the company with very little cash for operations, thereby prompting these Chapter 11 bankruptcy filings. On August 28, 2020, DOD Debtor entered into a Loan Authorization and Agreement and related documents with U.S. Small Business Administration whereby this lender provided a loan of $52,400. The SBA Loan is secured by a first lien on substantially all assets of DOD Debtor. As of the Petition Date, the outstanding balance owed with respect to SBA Loan is approximately $56,395. Further, on September 27, 2022, DOD Debtor entered into a Growth Line of Credit Agreement with Ampla LLC, with the highest outstanding balance being $1.414 million. Ampla Loan is secured by a second lien on all assets of DOD Debtor. As of the Petition Date, the outstanding balance owed with respect to Ampla Loan is approximately $637,620. Additionally, in May 2023, DOD Debtor entered into a three agreements with Ouiby Inc., with the original aggregate balance of approximately $841,646. The Ouiby Agreements were each originally secured by liens on specific consigned inventory of DOD Debtor. However, on February 16, 2024, Quiby Inc. filed an amended UCC-1 to assert a lien on all of DOD Debtor's assets with respect to one of the agreements, whereby one is secured by lien on all assets. As of the Petition Date, the collective outstanding balance owed with respect to the Ouiby Agreements is approximately $376,392. Moreover, on October 30, 2023, DOD Debtor entered into a Standard Merchant Cash Advance Agreement with 3PCG Inc., with the original balance of $149,900. 3PCG Agreement is secured by a lien on all assets of DOD Debtor, including, but not limited to, deposit accounts. As of the Petition Date, the outstanding owed with respect to 3PCG Agreement is approximately $114,629. Additionally, on October 6, 2023, DOD Debtor entered into a Merchant Agreement with CFS CAP, LLC, with the original balance of $150,000. CFS Agreement is secured by a lien on all assets of DOD Debtor. As of the Petition Date, the outstanding balance owed with respect to CFS Agreement is $157,368. On December 19, 2018, ZD Debtor entered into a Loan Agreement and related documents with Texas Gulf Bank whereby this lender provided a loan in the amount of $1.5 million. The Texas Gulf Bank Loan is secured by a lien on substantially all assets of ZD Debtor. As of the Petition Date, the outstanding balance owed with respect to Texas Gulf Bank Loan is approximately $908,154. Further, on August 6, 2020, ZD Debtor entered into a Loan Authorization and Agreement with the U.S. Small Business Administration whereby this lender provided a loan in the amount of $150,000. The ZD SBA Loan is secured by a lien on substantially all assets of ZD Debtor. As of the Petition Date, the outstanding balance owed with respect to ZD SBA Loan is approximately $161,059. Moreover, on October 30, 2023, ZD Debtor entered into a StandardMerchant Cash Advance Agreement with 3PCG Inc., with the original balance of $149,900. 3PCG Agreement asserts a lien12 on all assets of ZD Debtor. As of the Petition Date, the outstanding owed with respect to 3PCG Agreement is approximately $114,629. Finally, on or about October 6, 2023, ZD Debtor entered into a Merchant Agreement with CFS CAP, LLC, with the original balance of $150,000. CFS Agreement asserts a lien on all assets of ZD Debtor. As of the Petition Date, the outstanding balance owed with respect to CFS Agreement is $157,368. As adequate protection of an interest in the Collateral and cash collateral, the secured lenders are granted replacement liens against the respective Debtor, to the extent they existed as of the Petition Date. The Replacement Liens are subject and subordinate to a carve-out of funds for all fees required to be paid to: (i) the Clerk of the Bankruptcy Court, (ii) the Office of the United States Trustee pursuant to Section 1930(a) of Title 28, United States Code, if any, (iii) all reasonable fees and expenses incurred by a trustee, if any, under section 726(b) of the Bankruptcy Code in an amount not exceeding $15,000, and (iv) all fees and expenses of the Subchapter V Trustee approved by the Court. The Replacement Liens are subject and subordinate to a carve-out of funds for: (i) all fees required to be paid to the Clerk of the Bankruptcy Court, (ii) a fees required to be paid to the Office of the United States Trustee pursuant to Section 1930(a) of Title 28, United States Code, if any, (iii) all fees and expenses of the Subchapter V Trustee approved by the Court and not in an amount in excess of $15,000,(iv) fees and expenses of Debtors’ professionals and in an amount not in excess $230,000; provided however, the Replacement Lines of Texas Gulf Bank, N.A. will only be subject to the payment of such fees and expenses to the extent they are incurred prior to the Final Cash Collateral Period. The Debtors will maintain insurance on all tangible assets of the respective estate and will provide written evidence of same to the United States Trustee. A copy of the order is available at https://urlcurt.com/u?l=JNvHGk from PacerMonitor.com. About Day One Distribution LLC Day One Distribution LLC is engaged in the manufacturing and sale of sports nutrition and dietary supplements. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31133) on March 14, 2024. In the petition signed by Michael Bischoff, as CEO of Zero Day Nutrition Company, Managing Member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Melissa A. Haselden, Esq., at Haselden Farrow PLLC, represents the Debtor as legal counsel. DBA TRANSPORTATION: Unsecureds Owed $877K to Get 14% in Plan ------------------------------------------------------------ DBA Transportation Inc. submitted an Amended Chapter 11 Plan of Reorganization. This Plan provides for a comprehensive reorganization of the Debtor to preserve its going concern value and future business. All Secured Creditors are set forth in Class 2 and general unsecured creditors are classified in Class 3, and upon class acceptance of the Plan such creditors will receive all of the Reorganized Debtor's Disposable Income over a three-year period commencing after the Effective Date which is expected to result in an approximate 14% recovery for Allowed Class 3 Claims and is substantially greater than the estimated proceeds of a hypothetical Chapter 7 liquidation of the Debtor's assets for the benefit of creditors which the Debtor believes would result in no distribution on account of Class 3. Under the Plan, Class 3: General Unsecured Claims totaling $876,615 and are impaired. Each Holder will receive its pro rata portion of all disposable income paid in quarterly installments for a three-year (i.e. 36 month) period from the Effective Date (the "Commitment Period"). All Distributions of Disposable Income will be paid during the Commitment Period pursuant to the following distribution schedule: (i) Ninety-one, one hundred and eight two, and two hundred seventy-six days and the one year immediately subsequent to the Effective Date (the "First Payment Year"); (ii) Ninety-one, one hundred and eight two, and two hundred seventy-six days and or before the second anniversary of the Effective Date (the "Second Payment Year"); and (iii) Ninety-one, one hundred and eight two, and two hundred seventy-six days and on or before the third anniversary of the Effective Date (the "Third Payment Year"). It is expected that all distributions under this Plan will be funded from the Reorganized Debtor's cash on hand and/or earnings and made by the Reorganized Debtor Attorneys for the Debtor: Eric J. Snyder, Esq. WILK AUSLANDER LLP 825 Eighth Avenue, Suite 2900 New York, NY 10019 Tel: (212) 981-2328 E-mail: esnyder@wilkauslander.com A copy of the Plan of Reorganization dated April 24, 2024, is available at https://tinyurl.ph/ARlqE from PacerMonitor.com. About DBA Transportation, Inc. DBA Transportation, Inc. provides daily transportation for developmentally disabled adults from their homes, to and from their daily educational and habilitation programs at AHRC facilities located in Bohemia and Westhampton Beach, New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-74786) on December 20, 2023. In the petition signed by Charles Rampone, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Robert E. Grossman oversees the case. Eric J. Snyder, Esq., at Wilk Auslander LLP, is the Debtor's legal counsel. DBA TRANSPORTATION: Wins Cash Collateral Access Thru June 28 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of New York authorized DBA Transportation Inc. to use cash collateral on an interim basis, in accordance with the budget, through June 28, 2024. Prior to the Filing Date, the Debtor entered into ten loans to finance its operations. The Debtor believes the CSC filings reflect UCCs filed on behalf of Rapid Finance, Velocity Capital and Owens Capital. The total owed to those three lenders and the three lenders that filed Form UCC-1 Forms, TD Bank, Citizens Bank and MNR Capital Group, LLC equals approximately $500,000. Adequate protection is granted to the Perfected Lenders for the Debtor use of the cash collateral, and the Objecting Parties consent to the use of cash collateral, as follows: a. Perfected Lenders, and the Objecting Parties, are granted a first priority post-petition replacement lien and security interest in and to all proceeds of Perfected Lenders' and Objecting Parties pre-petition collateral generated by the Debtor's operations, postpetition, to the same extent and priority of the lien as the Perfected Lenders and Objecting Parties held in the cash collateral pre-petition; and b. Perfected Lenders and the the Objecting Creditors, are granted a super-priority administrative expense claim to the extent of any diminution of value of the cash collateral as may be determined by the Court. A final hearing on the matter is set for June 26 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=GNobaM from PacerMonitor.com. About DBA Transportation, Inc. DBA Transportation, Inc. provides daily transportation for developmentally disabled adults from their homes, to and from their daily educational and habilitation programs at AHRC facilities located in Bohemia and Westhampton Beach, New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-74786) on December 20, 2023. In the petition signed by Charles Rampone, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Robert E. Grossman oversees the case. Eric J. Snyder, Esq., at Wilk Auslander LLP, represents the Debtor as legal counsel. DEELISH BRANDS: Chapter 15 Case Summary --------------------------------------- Chapter 15 Debtor: Deelish Brands Pte. Ltd. (In Creditors' Voluntary Liquidation) Foreign Proceeding: Deelish Brands Pte was placed into creditors' voluntary liquidation, and Chan Li Shan appointed, by way of a resolution of its members. Creditors' voluntary liquidation is an out-of-court process. Chapter 15 Petition Date: May 9, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-13625 Judge: Hon. Deborah J. Saltzman Foreign Representative: Chan Li Shan, in her capacity as appointed liquidator Foreign Representative's Counsel: Kimberly Fineman, Esq. Finestone Hayes LLP 456 Montgomery Street, 20th floor San Francisco CA 94104 E-mail: kfineman@fhlawllp.com Tel: 415-209-5027 Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is now available for download. Follow this link to get a copy today https://www.pacermonitor.com. DELTA TOPCO: S&P Assigns 'CCC' Rating on $455MM Second Lien Debt ---------------------------------------------------------------- S&P Global Ratings has corrected its rating on Delta Topco Inc.'s $455 million second lien debt to 'CCC' (recovery rating: 6). S&P had assigned a 'B-' issue level rating (recovery rating: 3) to the second lien in error on May 13, 2024. DEPETRIS FAMILY: Wins Cash Collateral Access Thru Aug 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized DePetris Family, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through August 31, 2024. The Debtor requires the use of cash collateral to meet ordinary cash needs and pay actual expenses. The Debtor is permitted to use cash collateral solely for the following purposes: a. maintenance and preservation of their assets; and b. continued operation of their businesses, including but not limited to payroll, payroll taxes, employee expenses, and insurance costs; c. completion of work-in-process; d. operation and maintenance of the shopping center; and e. used by the Debtor in furtherance of fit out and related costs for Grocery Outlet lease. People's Security Bank has a secured claim against the Debtor in the approximate principal amount of $3.8 million pursuant to the loan transaction entered into by and between the Debtor and People's Security Bank. First Commonwealth Bank has a secured claim against the Debtor in the approximate principal amount of $9.7 million, inclusive of a cash reserve held by First Commonwealth Bank of approximately $419,631. These credit facilities are documented between the Debtor and the Secured Creditors, and certain, related notes and various other documents as described in detail in the Loan Agreements. As adequate protection, the Debtor will pay First Commonwealth Bank monthly installments of $40,499. The Lender is also granted a valid, automatically-perfected and fully-enforceable, replacement security interest and first lien in all of the Debtor's assets and the proceeds thereof, subject only to any preexisting, validly-perfected, prior liens, pursuant to 11 U.S.C. Section 361(2) and 363 to the extent of the Debtor's use of the Secured Creditor's cash collateral and to the extent the value of the Collateral declines after the Petition Date. The Adequate Protection Payments and Replacement Liens granted will be automatically deemed perfected upon entry of the Order without the necessity of the Secured Creditors taking possession, tiling financing statements, mortgages or other documents. The events that constitute a Termination Event include: 1. the Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or a Chapter 11 trustee, or an examiner with expanded powers, shall be appointed in the Chapter 11 Case; 2. an order or orders shall be entered by the Bankruptcy Court or any other court approving any claims for recovery of amounts under 11 U.S.C. section 506(c); and 3. the Bankruptcy Court or any other court will enter an order granting relief from the automatic stay applicable under 11 U.S.C. section 362 to the holder or holders of any security interest (other than the security interests of the Secured Creditor to the extent granted in this Order) in any assets of the Debtor allowing such holder or holders to foreclose or otherwise realize upon any such security interests which assets have an aggregate value in excess of $25,009. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=CSGwji from PacerMonitor.com. The Debtor projects $89,912 in total income and $123,360 in total operating expenses for May 2024. About DePetris Family LLC DePetris Family LLC owns and operates a shopping center located at 200 Tuckerton Road, Medford, NJ 08053. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-12542) on August 25, 2023. In the petition signed by James DePetris, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Magdeline D. Coleman oversees the case. Allen B. Dubroff, Esq., at Allen B. Dubroff Esq. & Associates, LLC, represents the Debtor as legal counsel. DIAMOND SPORTS: Comcast Loses 15 Bally Channels in Fee Dispute -------------------------------------------------------------- Christopher Palmeri of Bloomberg News reports that Comcast Corp. said it expects its cable-TV customers to lose access to 15 Bally regional sports networks at midnight in a fee dispute with Diamond Sports Group. "We'd like to continue carrying their networks, but they have declined multiple offers and now we no longer have the rights to this programming," Comcast said in a statement Tuesday, April 30, 2024, evening. The Philadelphia-based cable-TV giant said customers would automatically receive $8 to $10 per month in credits for the channels if they are no longer available. Diamond Sports Open Letter Diamond Sports Group on May 7, 2024, issued an open letter to sports fans and Comcast Xfinity subscribers who lost access Diamond's Bally Sports regional networks as of May 1, 2024 and are unable to watch their favorite teams. Comcast Xfinity has refused to engage with Diamond around market-based renewal terms equivalent to what Diamond agreed to with its two largest distribution partners. Comcast Xfinity has even refused to implement a short-term, risk-free extension that would have enabled fans to continue watching their teams on Bally Sports during negotiations. Diamond believes Comcast Xfinity's extreme stance is hurting fans, leagues and teams. Diamond is urging Xfinity subscribers to make their voices heard: Dear Sports Fans, Comcast Xfinity recently pulled the plug on our networks despite our best efforts to reach a mutually beneficial distribution deal. Their refusal to broadcast games while we continue the conversation is disappointing for many reasons, but above all because it hurts you, the fans, and the sports media industry at large. We appreciate that sports rights are confusing – and the industry is evolving in a way that is not always prioritizing the fans. This letter is an effort for us to be honest and transparent with you. Bally Sports isn't just a local sports network; it brings you, the fans, closer to your favorite local teams and talent, delivering shared memories, night after night. And it's not just the fans who are directly impacted – the teams and leagues with whom we have built relationships for decades are hurt by this as well. Bottom line, Xfinity's current proposal will immediately put Bally Sports on a tier requiring you to pay more to see your favorite teams. This matter is not an attempt to ask Xfinity for more money. In fact, we are just asking them to accept market terms, similar to what Charter Spectrum, Cox Communications, DirecTV and DirecTV STREAM all did just last month. Our goal? Reach a deal and get your local teams back on air. Sadly, Xfinity hasn’t been willing to engage in meaningful discussions, nor will they put the channels back on while we continue to work through this. We’re not giving up, though. We want to make this work with Xfinity and hope that they recognize the crucial role Bally Sports plays in serving local sports fans. The stakes are high. Millions of our customers who enjoy the games we broadcast are already being left in the dark. Now we're turning to you, the fans. Raise your voices, let Xfinity know you want your teams back on the air. Tell them to do right by the fans. After all, you are the ones who pay to make it happen. Your opinion matters. The letter and more information can be found online at www.SaveOurLocalTeams.com. About Diamond Sports Group Diamond Sports Group, LLC, and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90116) on March 14, 2023. In the petition signed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. DIOCESE OF CAMDEN: Insurers Can't Stop Abuse Settlement ------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that the Diocese of Camden’s bankruptcy plan, which creates an $87.5 million trust for sex abuse survivors, will move forward despite insurers' calls for a pause pending decisions in two related Supreme Court cases. Insurers had asked the US Bankruptcy Court for the District of New Jersey to stay the implementation of the Camden diocese's plan while they appeal its approval. But sex abuse survivors holding claims against the diocese would likely be harmed by such a pause, Judge Jerrold N. Poslusny Jr. ruled Tuesday, April 23, 2024. About The Diocese of Camden, NJ The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar General and vice president. At the time of the filing, the Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland & Baumann, LLC, is the Debtor's legal counsel. DIOCESE OF ROCHESTER: CNA Fine-Tunes Reorganization Plan -------------------------------------------------------- The Continental Insurance Company ("CNA") proposes this Fourth Amended Chapter 11 Plan of Reorganization for debtor The Diocese of Rochester. The Plan provides for the equitable treatment and payment of Abuse Claims against the Diocese through the establishment of a Trust for the benefit of Holders of Abuse Claims. The Trust will be funded with a total of not less than $201.35 million dollars, including $75 million from CNA. Such funds, to be contributed by the Diocese and the Settling Insurers, including CNA, will be available for distribution to the Holders of Abuse Claims as of the Plan's Effective Date, without any need for tort litigation against the Diocese or insurance coverage litigation against the Settling Insurers. This amount is a significantly larger sum than would be certain to be available under the plan jointly proposed by the Diocese and the Committee, which requires Holders of Abuse Claims to engage in both tort system litigation and insurance coverage litigation in order to obtain funding from CNA. Under the Plan, Class 3 Claims consists of all General Unsecured Claims. The Reorganized Diocese will pay each holder of an Allowed General Unsecured Claim, Cash in two installments each equal to 50% of the Allowed amount of such General Unsecured Claim with the first payment to occur on, or as soon as reasonably practicable after the later of (a) the Effective Date, and (b) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, and the second payment to occur on, or as soon as reasonably practicable after the date that is six months after the date of the first payment. Notwithstanding anything to the contrary, no payments will be made to any Protected Party on account of any General Unsecured Claim and all Protected Parties will be deemed to have withdrawn any General Unsecured Claim with prejudice as of the Effective Date in consideration of the Channeling Injunction and Release provided in the Plan. The Trust will not be responsible for payment of General Unsecured Claims. Class 3 General Unsecured Claims are Impaired. All Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, General Unsecured Claims, and Pass-Through Claims will be paid by the Diocese or the Reorganized Diocese. All Abuse Claims will be paid solely from the Trust to be established for the purpose of receiving, liquidating, and distributing Trust Assets in accordance with this Plan and the Allocation Protocol. Funding of the Trust: DOR Entities' Cash Contribution. On or before the Consummation Date, the Diocese and the Participating Parties will cause the DOR Entities' Cash Contribution to be paid to the Trust to establish the Trust Reserve and the Unknown Abuse Claim Reserve, with any balance to be included in the Abuse Claims Settlement Fund. Insurance Settlement Amounts. On or before the later of (a) the dates set forth in their respective Insurance Settlements or (b) the Consummation Date, the Settling Insurers other than CNA will pay to the Trust the sums set forth in their respective Insurance Settlements. CNA will pay the CNA Cash Contribution to the Trust in accordance with the terms of Section 5.1.1(a) of this Plan. Outbound Contribution Claims. Outbound Contribution Claims will be automatically, and without further act or deed, assigned to the Trust on the Effective Date. Attorneys for The Continental Insurance Company, successor by merger to Commercial Insurance Company of Newark, New Jersey and Firemen's Insurance Company of Newark, New Jersey: Jeffrey A. Dove, Esq. BARCLAY DAMON LLP Barclay Damon Tower 125 East Jefferson Street Syracuse, NY 13202 Tel: (315) 413-7112 E-mail: jdove@barclaydamon.com Mark D. Plevin, Esq. CROWELL & MORING LLP Three Embarcadero Center, 26th Floor San Francisco, CA 94111 Tel: (415) 986-2800 E-mail: mplevin@crowell.com David Christian, Esq. DAVID CHRISTIAN ATTORNEYS LLC 105 West Madison Street, Suite 2300 Chicago, IL 60602 Tel: (312) 282-5282 E-mail: dchristian@dca.law -and- Miranda H. Turner, Esq. CROWELL & MORING LLP 1001 Pennsylvania Avenue, N.W. Washington, DC 20004 Tel: (202) 624-2500 E-mail: mturner@crowell.com A copy of the Plan of Reorganization dated April 24, 2024, is available at https://tinyurl.ph/dfGjf from Stretto, the claims agent. About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as the committee's legal counsel and financial advisor, respectively. DIOCESE OF ROCKVILLE CENTRE: Victims Want Chapter 11 to Proceed --------------------------------------------------------------- Randi Love of Bloomberg Law reports that sex abuse claimants are challenging the Roman Catholic Diocese of Rockville Centre's effort to get its bankruptcy thrown out, saying a dismissal would further deplete money available for creditors. The Long Island diocese has clashed with people who say they were sexually abused as children by clergy members over how to deal with their claims in bankruptcy. It recently asked the US Bankruptcy Court for the Southern District of New York to dismiss its Chapter 11, saying the case had "run its course" after an unsecured creditors' committee voted against its $200 million reorganization plan. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltichek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DODGE CONSTRUCTION: Moody's Lowers CFR to Caa2, Outlook Negative ---------------------------------------------------------------- Moody's Ratings downgraded Dodge Construction Network LLC's (DCN) Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2-PD from B3-PD. Concurrently, Moody's downgraded DCN's backed senior secured first lien bank credit facilities to Caa1 from B2 and backed senior secured second lien term loan to Ca from Caa2. The outlook is maintained at negative. The downgrade reflects Moody's expectation that DCN's operating performance will continue to be pressured further eroding the company's liquidity position over the next 12 months. Over the past year, DCN has experienced a material decrease in customer retention for its Blue Book business segment and delays in invoicing and cash collections which has pressured profitability and weakened its liquidity profile. As such, Moody's views DCN's capital structure as unsustainable with an LTM debt/EBITDA (inclusive of Moody's adjustments) in excess of 7.5x for the LTM period ended December 31, 2023. Moody's believes that the company has limited financial flexibility to execute a meaningful operational turnaround driven by subpar operating performance, executional challenges, and weak liquidity. RATINGS RATIONALE The Caa2 CFR reflects DCN's very high debt/EBITDA leverage in excess of 7.5x and Moody's expectation of leverage to increase over 8.5x in the next 12 months due to margin pressures and incremental borrowing on the revolving credit facility. Moody's also expects a high probability of a debt restructuring over the next 12 months if DCN is unable to execute a meaningful operational turnaround through improved cash collections and customer retention. At the same time, the rating takes into consideration the company's strong market position as a provider of data, analytics, digital workflow solutions and targeted marketing services to professionals in the U.S. commercial construction industry. In addition, the rating accounts for DCN's strategic attempt to convert customers to auto renewing contracts as it will enhance the company's revenue visibility and bolster revenue stability over the longer term. Moody's expects DCN to have weak liquidity over the next twelve months, supported by $2.7 million in cash as of December 31, 2023 and $17.5 million in revolver availability ($22.5 million drawn). Moody's expects DCN's free cash flow to remain negative over the next 12 months due to high interest rates, unhedged exposure to floating rate debt, and operational challenges. For fiscal year 2024, Moody's projects DCN to generate negative free cash flow of about $15 million which is expected to result in full utilization of the revolving credit facility to meet cash requirements. Moody's anticipates that DCN may require a cash equity infusion from its financial sponsor to meet its cash obligations over the next 12 to 18 months. DCN does not have meaningful debt maturities until 2027 with its senior secured first lien term loan due in February 2029 and senior secured revolving credit facility due in February 2027. The revolving credit facility contains a total net first lien leverage covenant test of 9.02x triggered when 40% or more is outstanding. Moody's expects DCN to be compliant with its financial covenants over the next 12 months. Governance is a key driver of the rating action. Moody's changed DCN's governance issuer profile score to G-5 from G-4, reflecting the company's elevated financial risk tolerance and weaker-than-expected operating performance, and the Credit Impact Score from ESG considerations to CIS-5 from CIS-4. The negative outlook reflects DCN's weak liquidity as free cash flows are expected to remain negative over the next 12 months. Moody's expects leverage to increase over 8.5x (on a Moody's adjusted basis) over the outlook period. The negative outlook also reflects Moody's belief that DCN's capital structure is unsustainable and a debt restructuring over the near term is likely which could involve a distressed debt exchange. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if DCN demonstrates significant recovery in operating performance and cash collections, substantially improves its liquidity profile, and reduces its debt/EBITDA leverage materially. The ratings could be downgraded if the risk of default rises further or Moody's assessment of recovery in a default scenario deteriorates. Headquartered in Bedford, MA, Dodge Construction Network is a provider of commercial construction project data, market forecasting and analytics services, advertising and marketing solutions, and workflow integration solutions for the North American pre-construction industry. The company is owned by Symphony Technology Group and Clearlake Capital Group, L.P. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ECHOSTAR CORP: All Three Proposals Passed at Annual Meeting ----------------------------------------------------------- EchoStar disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 3, 2024, it held its 2024 Annual Meeting of Shareholders at which the stockholders: (a) elected Kathleen Q. Abernathy, Hamid Akhavan, George R. Brokaw, Stephen J. Bye, James DeFranco, R. Stanton Dodge, Cantey M. Ergen, Charles W. Ergen, Lisa W. Hershman, Tom A. Ortolf, and William D. Wade as directors to serve until the 2025 annual meeting of shareholders or until their respective successors shall be duly elected and qualified; (b) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2024; and (c) approved an amendment and restatement of the Company's Employee Stock Purchase Plan. About EchoStar Corporation EchoStar Corporation (Nasdaq: SATS) -- www.echostar.com -- is a provider of technology, networking services, television entertainment and connectivity, offering consumer, enterprise, operator and government solutions worldwide under its EchoStar, Boost Mobile, Boost Infinite, Sling TV, DISH TV, Hughes, HughesNet, HughesON, and JUPITER brands. In Europe, EchoStar operates under its EchoStar Mobile Limited subsidiary and in Australia, the company operates as EchoStar Global Australia. Denver, Colorado-based KPMG LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated Feb. 29, 2024, citing that the Company has debt maturing in 2024 and expects to use a substantial amount of cash in the next twelve months. This raises substantial doubt about its ability to continue as a going concern. EMPIRE TODAY: Invesco VVR Marks $3.3MM Loan at 19% Off ------------------------------------------------------ Invesco Senior Income Trust ("VVR") has marked its $3,273,000 loan extended to Empire Today LLC to market at $2,640,032 or 81% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in VVR's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. VVR is a participant in Term Loan B to Empire Today. The loan accrues interest at a rate of 10.57% (1 mo. Term SOFR + 5.00%) per annum. The loan matures on April 1, 2028. VVR is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company. VVR may participate in direct lending opportunities through its indirect investment in the Invesco Senior Income Loan Origination LLC, a Delaware limited liability company. VVR owns all beneficial and economic interests in the Invesco Senior Income Loan Origination Trust, a Massachusetts Business Trust, which in turn owns all beneficial and economic interests in the LLC. VVR may participate in direct lending opportunities through its indirect investment in the Invesco Senior Income Loan Origination LLC, a Delaware limited liability company. VVR owns all beneficial and economic interests in the Invesco Senior Income Loan Origination Trust, a Massachusetts Business Trust, which in turn owns all beneficial and economic interests in the LLC. VVR is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Trust can be reached through: Glenn Brightman Invesco Senior Income Trust 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 Headquartered in Northlake, Ill., Empire Today, LLC is a specialty retailer of carpet, hard floor, and window treatments. The company offers shop-at-home sales in the largest metropolitan markets in the U.S. ENTRUST ENERGY: Appeals Court Sides With 5th Circ. in ERCOT Dispute ------------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that a bankruptcy court must defer to Texas state courts to answer questions tied to the 2021 winter storm that strained the state's electric grid, an appeals court said. The US Court of Appeals for the Fifth Circuit's Monday, April 30, 2024, ruling sided with The Electric Reliability Council of Texas in its dispute over a $296 million claim in the bankruptcy of electric utility Entrust Energy. ERCOT, which operates Texas' electric grid, sent Entrust a $296 million bill in the aftermath of Winter Storm Uri, saying the utility didn't pay for higher electricity costs during the storm. The bill forced Entrust into bankruptcy. About Entrust Energy Houston, Texas-based Entrust Energy, Inc. generates, transmits and distributes electrical energy to homes and businesses. Entrust Energy and 14 of its affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 21-31070) on March 30, 2021. At the time of the filing, Entrust Energy disclosed total assets of between $100 million and $500 million and total liabilities of between $50 million and $100 million. Judge Marvin Isgur oversees the cases. The Debtors tapped Baker & Hostetler, LLP and Alvarez & Marsal North America, LLC as their legal counsel and financial advisor, respectively. BMC Group, Inc., is the claims noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on April 28, 2021. McDermott Will & Emery, LLP and FTI Consulting, Inc., serve as the committee's legal counsel and financial advisor, respectively. ESJ TOWERS: Unsecureds Owed $27M to get $750K in Plan ----------------------------------------------------- ESJ Towers, Inc. d/b/a Mare St. Clair Hotel filed a Second Amended Plan. On or before the Effective Date, Debtor will sell its hotel units and commercial unit, the corresponding parking spaces at the ESJ Towers Condominium (the "Condominium"), as well as its other assets, including inventory, furniture, hotel supplies, spare parts, office supplies, construction materials, computer equipment and software. Under the Plan, Class 6 - Holders of Allowed General Unsecured Claims totaling $26,898,382 and are impaired. From the proceeds of the sale of Debtor's assets, Debtor will carve out $750,000 to be distributed on the Effective Date, pro-rata, among the Holders of Allowed General Unsecured Claims, including the claims of BMF Capital, LLC, Green Capital Funding and High-Speed Capital, and any deficiency claim, of Parliament High Yield Fund, LLC, Acrecent, Colebrook, and Oriental. In addition on behalf of Holders of Allowed General Unsecured Claims Debtor's Claims and Causes of Action, including those under Chapter 5 of the Bankruptcy Code, Sections 542, 544, 545, 458, 549, 550 and 553, subject to any liens thereon, collection of money actions will be transferred to the Committee for the benefit of the Holders of Allowed General Unsecured Claims any net proceeds arising therefrom to be distributed pro rata to the members of Class 6. If for any reason the Committee is not reconstituted by April 30, 2024, Debtor will prosecute such Claims and Causes of Action on behalf and for the benefit of Holders of Allowed General Unsecured Claims. If Debtor does not prevail on any pending Objection to Claims, those Allowed Claims will be included in this Class, and will receive, their pro-rata share of the $750,000 carve out referred to above. The Plan is supported and funded by the proceeds of the sale of substantially all of Debtor's assets. Attorneys for the Debtor: CHARLES A. CUPRILL P.S.C. LAW OFFICES 356 Fortaleza Stree, Second Floor San Juan, PR 00901 Tel.: (787) 977–0515 Fax: (787) 977–0518 E–mail: ccuprill@cuprill.com A copy of the Disclosure Statement dated April 24, 2024, is available at https://tinyurl.ph/fZszr from PacerMonitor.com. About ESJ Towers ESJ Towers, Inc. owns the ESJ Towers in Carolina, P.R. The luxury apartments and condo units at ESJ Towers have direct access to Isla Verde Beach, widely considered one of the best in Puerto Rico. ESJ sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 22-01676) on June 10, 2022, with as much as 50 million in both assets and liabilities. ESJ President Keith St. Clair signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped Charles A. Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices as bankruptcy counsel; Ramon Luis Nieves, Esq., at RL Legal Consulting Services, LLC and Luis Daniel Muniz, Esq., as special counsels; Dage Consulting CPAS, PSC as financial advisor; CPA Luis R. Carrasquillo & Co., P.S.C. as financial consultant; and De Angel & Compania, PA, LLC as auditor. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 12, 2022. The committee tapped the Law Office of Jonathan A. Backman as lead bankruptcy counsel; Julio Cesar Alejandro Serrano, Esq., at JCAS Law as local counsel; and Dage Consulting CPAS, PSC as financial advisor. The Debtor filed its Chapter 11 plan of reorganization and disclosure statement on June 1, 2023. FARGO BREWING: Hits Chapter 11 Bankruptcy Protection ---------------------------------------------------- Daniel Kline of The Street reports that Fargo Brewing has filed for Chapter 11 bankruptcy protection. Fargo Brewing not only brews beer, it also hosts relatively big-name bands. The company was built around beer, but its outdoor concert venue has hosted acts including Violent Femmes, rapper Prof, and country singer Shakey Graves. "Since its founding in 2010, Fargo Brewing has been on a mission to bring our community together through the art of craft beer. We understand that you are more than just beer enthusiasts; you are the heart and soul of Fargo, and we are here to celebrate you," the company says on its website. The Fargo, N.D., company has also made a point of staying connected to its community. "As locals ourselves, we share your love of classic beer and celebrate the uniqueness of our city," it posted. "That's why we put our heart into every batch, meticulously crafting beers that resonate with your diverse tastes. "Whether you're a hop-head seeking bold flavors or a newcomer eager to explore approachable styles, we have specifically for you," The company has a wide variety of beers on tap at its brewery, as well as at select other locations. Its beers range from its Fargo Lager, a very traditional beer, to more exotic offerings including its Blood Orange Wood Chipper IPA and its Nitro Stone's Throw Scottish Ale. Subchapter V Filing Fargo Brewing has filed for Chapter 11 bankruptcy protection under Subchapter V of the Bankruptcy Code. That means its debts are less than $7.5 million. The company also said that it expected to have funds available to pay unsecured creditors. The company has not disclosed a financing or turnaround plan, but it did tell the court that it has some assets that will lose value over time. That likely refers to perishable goods used in making beer. Fargo Brewing reported assets in the range of $100,000 to $500,000. Its liabilities are in the $1 million to $10 million range (based on the checked box on the bankruptcy form), but must be under $7.5 million based on its filing for Chapter 11 under Subchapter V. About The Fargo Brewing Company The Fargo Brewing Company, LLC, is a craft brewery company. The Debtor sought protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.D. Case No. 24-30152) on April 15, 2024. In the petition signed by Jared Hardy, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Caren Stanley, Esq., at VOGEL LAW FIRM, is the Debtor's legal counsel. FLORIST ATLANTA: Wins Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized Florist Atlanta, Inc. to use cash collateral on an final basis, in accordance with the budget. The Debtor requires the use of cash collateral to fund critical operations. As previously reported by the Troubled Company Reporter, recently, the Debtor's operations began to slow, so to assist in maintaining its expenses, the Debtor entered into agreements with multiple merchant cash advance lenders but was unable to service the inflated payments. Negotiations with the MCAs ultimately failed, and the MCAs initiated lawsuits against the Debtor. Accordingly, the Debtor was forced to file for bankruptcy protection to stabilize its operations and to reorganize its debts so that it may continue to serve the community as it has for over four decades. FC Marketplace, LLC asserts a first position lien on the Debtor's cash collateral by virtue of UCC-1 Financing Statement 038-2019-009290, as continued by UCC-1 Financing Statement 038-2023-027157. The balance of the debt outstanding to FC Marketplace, LLC is approximately $45,733. The United States Small Business Administration asserts a second position lien on the Debtor's cash collateral by virtue of UCC-1 Financing Statement 038-2020-017503, with an outstanding balance of $146,299. Multiple MCAs assert liens on the Debtor's cash collateral. Because some of the MCAs file UCC-1 financing statements through a servicer, such as Corporation Service Company, it is impossible at this stage to determine which MCA filed which UCC-1 in order to determine the priority of the alleged claims. Upon information and belief, the following lenders may assert an interest in the Debtor's cash collateral: Emmy Capital, LLC, Rapid Finance, and Everest Funding. The court ruled the Debtor may fund a post-petition escrow for payment of the Subchapter V Trustee's fees in the amount of $1,000 per month to be held in escrow by the Subchapter V Trustee pending further order of the Court. Compensation will be paid and expenses reimbursed. To provide adequate protection for the Debtor's use of cash collateral, the Lenders are granted a valid and properly perfected replacement lien on all property acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as the Lenders' respective pre-petition collateral, except that no such replacement lien will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. A copy of the order is available at https://urlcurt.com/u?l=XR0BaD from PacerMonitor.com. About Florist Atlanta, Inc. Florist Atlanta, Inc. is a florist shop owned and operated by Kenneth McLaughlin. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-51980-pwb) on February 26, 2024. In the petition signed by Kenneth McLaughlin, chief executive officer, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Paul W. Bonapfel oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, represents the Debtor as legal counsel. FREE SPEECH: Judge Considers Tossing Chapter 11 Case ---------------------------------------------------- Randi Love of Bloomberg Law reports that the parent company of Alex Jones' right-wing media platform Infowars may not be able to reorganize in bankruptcy as a judge considers tossing the case or converting it to a liquidation proceeding. Free Speech Systems LLC and Jones, in separate bankruptcies, have been trying to secure approval of exit plans after years of litigating with families of Sandy Hook Elementary School shooting victims. The families hold a $1.5 billion judgment against Jones and his company, which were found financially liable for falsely claiming the massacre was a hoax. A company that sold dietary supplements Jones promoted to his Infowars audience has moved to convert Free Speech's bankruptcy to a Chapter 7 liquidation, but didn't seek a dismissal of the case. Judge Christopher M. Lopez of the US Bankruptcy Court for the Southern District of Texas said Tuesday, April 30, 2024, during a status conference that by mid-June he would decide whether to "confirm, convert, or dismiss" Free Speech's bankruptcy. A status conference in Jones' separate bankruptcy is scheduled for May 21. There is "an excellent chance" that both bankruptcies will be converted to liquidations and a "frank discussion" about the status of each should be had, said Stephen Lemmon of Streusand Landon Ozburn & Lemmon LLP. Lemmon represents PQPR Holdings Limited LLC, the dietary supplement company, which itself has ties to Jones and his family but is managed separately. PQPR also recently moved for partial summary judgment on a claim that Free Speech owed it an additional $6.3 million through a 2020 agreement related to the $54 million in secured debt it says it's already owed. Annie Catmull of O'ConnorWechsler PLLC, who represents Free Speech, asked the court to allow initial responses to the partial summary judgment to determine the next steps. Free Speech filed a complaint in July 2023 seeking to undo previous transactions with PQPR, saying the payments made were fraudulent transfers. PQPR has been accused of receiving millions in insider payments from Free Speech. Responses are due by May 20 and a ruling is likely before a June 14 hearing, Lopez said. Free Speech Systems LLC v. PQPR Holdings Ltd. LLC, Bankr. S.D. Tex., No. 23-ap-03127, status conference 4/30/24. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A Haselden has been appointed as Subchapter V trustee. Alexander E. Jones filed for personal bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on Dec. 2, 2022, listing $1 million to $10 million in assets against liabilities of $1 billion to $10 billion in liabilities. Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC, is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C., led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan, and Antonio Ortiz are representing Alex Jones. FRONTLINE MACHINING: Court OKs Deal on Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Riverside Division, authorized Frontline Machining, LLC to use cash collateral on an interim basis, in accordance with the budget and its stipulation with the U.S. Small Business Administration. Frontline may use the SBA's cash collateral pursuant to the terms and conditions set forth in the Stipulation until further order of the Court regarding interim and/or final use of cash collateral, or there is an order confirming a Chapter 11 Plan, or until the case is converted or dismissed, whichever occurs first, for payment of the ordinary and necessary post-petition expenses. As adequate protection, SBA will receive a replacement lien(s) that is deemed valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of the Petition Date, on all post-petition revenues of the Debtor to the same extent, priority and validity that its lien attached to the SBA collateral, including cash collateral. The scope of the Replacement Lien is limited to the amount (if any) that the cash collateral diminishes postpetition as a result of the Debtor's post-petition use of the cash collateral. The Debtor will remit adequate protection payments to the SBA in the amount of $2,515 per month, with the first payment paid on May 1, 2024 and continuing until further order of the Court regarding interim and/or final use of cash collateral, or the entry of an order confirming the Debtor's plan of reorganization. A copy of the order is available at https://urlcurt.com/u?l=HfiAqJ from PacerMonitor.com. About Frontline Machining Frontline Machining, LLC is a machine shop located in Riverside, Calif., specializing in difficult materials and complex parts in the space, medical, and defense industries. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-14710) on Oct. 11, 2023, with $111,500 in assets and $2,599,063 in liabilities. Caroline Djang, Esq., at Buchalter Law Firm, is the Subchapter V trustee. Judge Magdalena Reyes Bordeaux oversees the case. Andrew Bisom, Esq., at The Bisom Law Group represents the Debtor as bankruptcy counsel. FRUIT JOY: Public Sale Auction Set for June 3 --------------------------------------------- Fortress Credit CO LLC ("Secured Party"), the agent under a loan agreement, will offer at public auction all member and other equity interests in and to 100% of the limited liability company interests in Fruit Joy Florida LLC ("pledged securities"), which entity, directly or indirectly owns, leases and operates the real property located at 8609 SW 72nd Avenue, Miami, Florida. The public auction will be held in person and virtually via zoom remote meeting on June 3, 2024, at 1:30 p.m. EST. All potential bidders will be required to comply with all federal and state securities laws in effect in respect of the submission of bids and actual purchases of the pledged securities. To review and execute the confidentiality agreement, visit https://rimarketplace.com/listing/63486/ucc-disposition-sale-pledge-of-equity-interest-indirect-interest-in-multifamily-development-miami-fl. For questions and inquiries, contact Brock Cannon of Newmark Group Inc. at brock.cannon@nmrk.com or Jasmine Khaneja of Milbank LLP at jkhaneja@milbank.com FRUIT JOY: Public Sale Auction Set for June 3 --------------------------------------------- Fortress Credit CO LLC ("secured party") will offer at public auction all member and other equity interests in Fruit Joy Florida LLC ("pledged securities"), which entity, directly or indirectly owns, leases and or operates the real property located at 8609 SW 72nd Avenue, Miami, Florida. The public auction will be held in person and virtually via Zoom remote meeting on June 3, 2024, at 1:30 p.m. EST. To review and execute the confidentiality agreement, visit https://rimarketplace.com/listing/63486/ucc-disposition-sale-pledge-of-equity-interest-indirect-interest-in-multifamily-development-miami-fl. For questions and inquiries, contact Brock Cannon of Newmark Group Inc. at brock.cannon@nmrk.com or Jasmine Khaneja of Milbank LP at jkhaneja@milbank.com. GAMIDA CELL: Seeks Ch. 15 to Complete Take-Private Deal ------------------------------------------------------- Vince Sullivan of Law360 reports that Gamida Cell Ltd., an Israeli biotechnology company developing immunotherapy products, filed for Chapter 15 protection Monday, April 22, 2024, in Delaware seeking the American court's approval of its foreign take-private proposal with unsecured lenders. Gamida Cell Ltd. (Nasdaq: GMDA) in March 2024, announced that it has entered into a Restructuring Support Agreement with certain funds managed by Highbridge Capital Management, LLC, the Company's principal lender. The transaction is anticipated to provide Gamida Cell with a long-term financial runway and support the ongoing commercialization of Omisirge(R) (omidubicel-onlv) and is expected to be completed through a voluntary Israeli restructuring proceeding. Contemplated under the terms of the RSA, and upon closing: * Highbridge will convert $75 million of its existing unsecured convertible senior note into equity in the Company. * The Company will receive $30 million of new capital from Highbridge on the effective date of the restructuring. This capital infusion, along with additional capital expected to be invested by Highbridge following the Company's emergence, should position the Company to meet its goals around the commercialization of Omisirge. * Gamida Cell will become a private company, wholly owned by Highbridge, and the Company's outstanding ordinary shares are expected to be canceled. * The newly reorganized Gamida Cell will issue contingent value rights with a potential aggregate maximum value of $27.5 million to holders of Gamida Cell's ordinary shares, subject to the achievement of certain revenue and regulatory milestones within specified time frames. "Despite Gamida Cell's financial struggles, we believe in the potential of Omisirge to fulfill an important unmet need in stem cell transplant," said Jonathan Segal, Co-Chief Investment Officer at Highbridge Capital Management. "Subject to an approved budget from the Company's new board of directors, we intend to provide the Company with additional capital to fund this potentially life-saving therapy. We are hopeful that our continued support of the Company will allow Omisirge to be available for those who need it." The Company expects the transaction to close in the second quarter following approval by the Israeli court. Moelis & Company LLC is serving as financial advisor, Cooley LLP is serving as U.S. legal counsel, and Meitar | Law Offices is serving as Israeli legal counsel to Gamida Cell. King & Spalding LLP is serving as U.S. legal counsel and Herzog Fox & Neeman is serving as Israeli legal counsel to Highbridge. About Gamida Cell Ltd. Gamida Cell Ltd., an Israeli biotechnology company developing immunotherapy products. Gamida Cell Ltd. sought relief under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10847) on April 22, 2024 to seek recognition of the proceeding under Part 10 of the Israeli Bankruptcy and Economic Rehabilitation Law, 5778-2018, pending in the District Court of Be'er-Sheva, Israel. The Honorable Bankruptcy Judge J. Kate Stickles oversees the U.S. case. Gamida Cell's U.S. counsel: Stanley B. Tarr Blank Rome LLP 302-425-6479 stanley.tarr@blankrome.com GIZMO BREW: Court OKs Cash Collateral Access Thru June 10 --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Gizmo Brew Works, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance, through June 10, 2024. The Debtor requires the use of cash collateral to pay operating expenses, including payroll, payroll taxes and expenses, property, casualty, workers' compensation, and general liability insurance, utilities, lease payments, material costs and expenses, production supplies and materials, and other expenses incidental to manufacturing, distribution, and sale of its product and merchandise to the general public. Since its inception in April 2013, the Debtor has gone from operating a two-barrel brewery (which was one of the smallest production breweries in North to the Petition Date, where its brewing capacity has quadrupled with two satellite taprooms in Chapel Hill and Durham. Due to unforeseen circumstances, including the imposition of severe restrictions imposed upon its business operations accompanying the spread of COVID-19 that followed the costly expansion and development of the Chapel Hill Taproom and the Durham Taproom, and ongoing corporate dispute that has prohibited new equity investments from third parties, the Debtor began to experience significant financial problems as a result of its inability to pay certain ongoing expenses associated with its business operations, including the significant indebtedness that was incurred with Live Oak Banking Company to fund the expansion of its business to Durham and Chapel Hill. Live Oak Banking Company, which the Debtor believes is owed approximately $1.170 million as of the Petition Date, and has a security interest in the Debtor's cash collateral. Based upon N.C. Gen. Stat. sections 25-3-308 and 25-9-310 and on account of their failure to file a UCC Financing Statement with the North Carolina Secretary of State, it appears that the security interests of JASON B. DEAN and ODK CAPITAL, LLC are not, and have not been, properly perfected against the Debtor as of the Petition Date. The Cash Collateral Creditors will have (i) a continuing post-petition lien and security interest in all property and categories of property of the Debtor in which and of the same priority as each held as of the Petition Date, and the proceeds thereof, whether acquired prepetition or post-petition, equivalent to a lien granted under 11 U.S.C. Sections 364(e)(2) and (3), but only to the extent of that cash collateral used. As further adequate protection for the interim use of cash collateral, the Debtor will pay the sum of $5,000 to Live Oak. on or before the conclusion of the Interim Period. The Order will remain in full force and effect until the earlier of: (a) entry of an Order by the Court modifying the terms of the Order; (b) entry of an Order by the Court terminating the Order for cause, including but not limited to breach of its terms and conditions; (c) upon filing of a notice of default as provided in the Order; (d) the entry of a subsequent interim or final Order approving use of cash collateral; (e) the appointment of a trustee or examiner in this proceeding; or (f) the dismissal or conversion of this Bankruptcy Case to a proceeding under chapter 7 of the Bankruptcy Code. A further hearing on the matter is set for June 6 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=vd1nrt from PacerMonitor.com. About Gizmo Brew Works, LLC Gizmo Brew Works, LLC owns and operates a craft brewery and three taproom locations. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr E.D. N.C. Case No. 24-00796-5-JNC) on March 8, 2024. In the petition signed by Bryan Williams, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Joseph N. Callaway oversees the case. Joseph Z. Frost, Esq., at BUCKMILLER, BOYETTE & FROST, PLLC, represents the Debtor as legal counsel. GLOBAL NETWORK: Case Summary & One Unsecured Creditor ----------------------------------------------------- Debtor: Global Network Investments, LLC 578 Washington Blv. #959 Marina Del Rey, CA 90292 Business Description: The Debtor owns a property located at 4316 Marina City, Marina Del Rey, CA 90292 having a comparable sale value of $3 million. Chapter 11 Petition Date: May 15, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-13805 Judge: Hon. Sandra R. Klein Debtor's Counsel: Bahram Madaen, Esq. MADAEN LAW, INC. 316 Olive Ave Ste 914 Huntington Beach, CA 92648 Tel: 818-908-2618 Fax: 818-908-2619 Email: ssiroos@hotmail.com Total Assets: $3,003,000 Total Liabilities: $2,000,000 The petition was signed by Shirley Magliocca Shehata as managing member. The Debtor listed Wells Fargo, P.O. Box 54780, Los Angeles, CA 90054 as its sole unsecured creditor holding a claim of $0 A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UMLPWRI/GLOBAL_NETWORK_INVESTMENTS_LLC__cacbke-24-13805__0001.0.pdf?mcid=tGE4TAMA GLOBAL TECHNOLOGIES: Posts $2.76 Million Net Income in 3rd Quarter ------------------------------------------------------------------ Global Technologies, Ltd., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $2.76 million on $451,509 of revenue for the three months ended March 31, 2024, compared to a net loss of $668,382 on $0 of revenue for the three months ended March 31, 2023. For the nine months ended March 31, 2024, the Company reported net income of $526,230 on $451,509 of revenue, compared to a net loss of $544,114 on $14,000 of revenue for the nine months ended March 31, 2023. As of March 31, 2024, the Company had $8.11 million in total assets, $6.92 million in total liabilities, $1.83 million in mezzanine equity, and a total stockholders' deficiency of $630,878. Global Technologies said, "There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company's existing shareholders. We have therefore concluded there is substantial doubt about our ability 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/932021/000149315224019084/form10-q.htm About Global Technologies, Ltd. Global Technologies, Ltd. is a multi-operational company that is driving innovation and sustainable growth across the technology and service sectors. With a strategic focus on the health and wellness and electric vehicle industries through its subsidiaries, the company leverages cutting-edge technology and innovative business models to revolutionize these sectors. Global Technologies is dedicated to enhancing connectivity, efficiency, and environmental stewardship, thereby delivering substantial value to its customers, partners, and shareholders. Its mission is rooted in empowering businesses and communities with scalable solutions that not only meet current demands but also anticipate future needs, ensuring a sustainable and thriving future for all stakeholders. GOLDEN INDUSTRIAL: Court Confirms Chapter 11 Plan ------------------------------------------------- Judge Maria de Los Angeles Gonzalez has entered an order confirming the Plan of Golden Industrial Laundry Inc. The debtor will give notice of this order and the confirmed plan to all parties in interest. A copy of the Order dated April 24, 2024, is available at https://tinyurl.ph/KbaYZ from PacerMonitor.com. About Golden Industrial Laundry Golden Industrial Laundry, Inc., provides industrial laundry services to commercial entities, mainly private hotels and hospitals. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-03509) on Oct. 30, 2023, listing $964,229 in total assets and $1,874,299 in total liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. Landrau Rivera & Assoc., led by Noemi Landrau Rivera, Esq., serves as the Debtor's legal counsel. GOODNIGHT WATER: Moody's Assigns 'B2' CFR, Outlook Stable --------------------------------------------------------- Moody's Ratings assigned new ratings to Goodnight Water Solutions Holdings, LLC (GWSH), including a B2 Corporate Family Rating, a B2-PD Probability of Default Rating, and a B2 rating to its proposed senior secured term loan B. The outlook is stable. The company will use the proceeds of its proposed Term Loan to repay outstanding indebtedness, pay transaction costs, and for general corporate purposes. The Term Loan will be secured by first priority liens on substantially all assets of the borrower and guarantors. Concurrently, the company will enter into a $30 million revolving credit facility (unrated), ranking pari passu to the term loan. "Goodnight Water's ratings reflect its declining financial leverage, expected positive free cash, underpinned by long-term fixed-fees contracts and the company's presence in basins with good fundamentals for producers" said Giancarlo Rubio, a Moody's Ratings Vice President. RATINGS RATIONALE Goodnight Water Solutions Holdings, LLC (GWSH) B2 CFR reflects the company's relatively small scale, exposure to volumetric risk and high geographic concentration. These risk considerations are balanced by the declining financial leverage supported by organic EBITDA growth and expected positive free cash flow generation in the next two years. Cash flow generation will benefit from lower capex expenditures as the company has completed its infrastructure expansion program, including the construction of its backbone system in the Delaware basin in 2023. Management has stated that it won't consider initiating dividend distributions until debt/EBITDA leverage declines to around 2.5x, which further supports the deleveraging trend. The company's credit profile also reflects its status as a privately held company with a concentrated shareholder base. GWSH's revenue base is substantially supported by long-term acreage dedication contracts, with fixed fees adjustable for inflation, and by minimum volume contracts (MVCs) that cover less than 25% of total handled volumes. The company can support growing volumes on its system with modest capital expenditures because of available capacity on its existing infrastructure. The stable ratings outlook reflects Moody's expectation that GWSH will generate positive free cash flow supported by its fee-based contracts. Moody's expects GWSH will maintain adequate liquidity supported by operating cash flow, sufficient to fund its operations and declining capital spending. The company's new $30 million revolver is expected to be fully available at closing; this facility has been sized based on the company's limited liquidity requirements to fund projected capital expenditures. The revolver is expected to include two financial covenants: secured leverage below 4.5x, with step downs, and interest coverage above 2.0x, with step ups. Moody's expects GWSH to remain in compliance with these covenants through 2025. GWSH's proposed $400 million Senior Secured Term Loan Facility is rated B2, the same as the CFR, reflecting pari passu ranking of the term loan and the revolver facility. The revolver facility and the Term Loan are secured and benefit from guarantees from the operating subsidiaries. The Term Loan will be secured by first priority security interest in (i) equity interests in Borrower and (ii) all assets and ownership interests of the Borrower and Guarantors. Marketing terms for the new credit facilities (final terms may differ materially) include the following: -- Incremental pari passu debt capacity up to the greater of $55 million and 50% of Consolidated LTM EBITDA, plus unlimited amounts subject to 3.50x first lien net leverage ratio. The new term loan facility includes a financial maintenance covenant of 1.10x Debt Service Coverage Ratio, tested quarterly. There is no inside maturity sublimit. -- A "blocker" provision restricts the transfer of any material assets to unrestricted subsidiaries and non-guarantor restricted subsidiaries. -- The credit agreement provides some limitations on up-tiering transactions, requiring affected lender consent for amendments that subordinate the debt and liens unless such lenders can ratably participate in such priming debt. Environmental, Social, and Governance Considerations GWSH's ESG Credit Impact Score of CIS-4 is largely driven by the company's governance risks resulting from its financial policies and its status as a private company majority owned by a financial sponsor, which include elevated financial leverage. The company's environmental and social risks have less impact on the assigned rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if GWSH increases scale, with EBITDA approaching $200 million, and maintains Debt/EBITDA below 3x consistently. The upgrade of the ratings will also require the company to sustain positive free cash flow generation and proactively manage its liquidity position. The ratings could be downgraded if Debt/EBITDA rises above 4x on a sustained basis, or if liquidity weakens. Goodnight, headquartered in Dallas, Texas, is a privately owned company that owns and operates produced water midstream infrastructure critical for oil production. The company is majority owned by Tailwater Capital. The principal methodology used in these ratings was Midstream Energy published in February 2022. GREAT CANADIAN: S&P Alters Outlook to Stable, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on Canada-based regional gaming operator Great Canadian Gaming Corp. (GCGC) to stable from positive. At the same time, S&P affirmed the 'B' issuer credit rating and the 'B+' issue-level rating on the term loan and senior secured notes. The recovery rating remains '2', reflecting substantial recovery to lenders in a hypothetical default. S&P said, "The stable outlook reflects our expectation that GCGC will maintain a debt-to-EBITDA ratio of about 6x over the next 12 months. The outlook incorporates our expectation that GCGC will continue to execute its growth strategy and successfully ramp up its Toronto and Pickering casinos. The stable outlook also incorporates our view that GCGC will generate robust free cash flows owing to significantly lower capital expenditures (capex) and EBITDA improvement. "The outlook revision reflects our unfavorable view of owners' aggressive financial policy. Great Canadian Gaming Corp. (GCGC) is owned by financial sponsor Apollo Global Management Inc. Within a span of three years, since Dec 2021, the company has raised significant debt purely to fund dividends to owners. We view owners' tolerance to risk as high because the company upstreamed dividends during periods of stress. In 2021, dividends were paid out in the midst of the pandemic, when casinos faced intermittent shutdowns and regulatory rules limited traffic. The recent dividend payment occurred at the time of OTG ramping up its two new casinos near Toronto and could face unexpected delays or incremental costs. More importantly, it is also a factor that slows deleveraging prospects relative to our previous expectations. Given that capex spending will moderate significantly in 2025 and GCGC will likely generate free cash flow, we view the likelihood of additional dividends in the near-term have increased significantly. The outlook revision reflects our unfavorable view of a more aggressive financial policy adopted by owners relative to our previous assumptions." The company's aggressive financial policy could further weaken credit measures. As of Dec. 31, 2023, Great Canadian Gaming had about C$3.4 billion of reported debt (excluding leases) and the dividend transaction at OTG is adding another C$600 million on top of a heavily debt loaded balance sheet. Given that GCGC's EBITDA is small in relation to its debt load, leverage is sensitive and could deteriorate further. Key concerns that could weaken the debt-to-EBITDA ratio are additional debt-funded dividends or operational underperformance either at the GTA bundle or other casino locations. Per our estimates, a hypothetical 200 basis points (bps) deterioration in EBITDA margins could lead to increase in leverage by about 0.5x to over 6x. Furthermore, amid a high interest rate environment, uncertain macroeconomic conditions and the high fixed-cost nature of the business, its coverage ratios could tighten if EBITDA growth stalls or is delayed. GCGC has successfully executed the opening of the new properties in Ontario. GCGC, through its subsidiary Ontario Gaming GTA Limited Partnership (OTG)Ltd. successfully completed a C$1.4 billion development project and has officially opened its casinos in Pickering and Toronto. S&P said, "As a result, we expect GCGC's EBITDA in 2024 to ramp-up significantly largely contributed by the Ontario assets. Furthermore, given the strong market position of the company, despite some headwinds in the BC market, we assume steady operating performance for 2024 further contributing to overall year-over-year EBITDA growth. Improvement in EBITDA should also result in modest improvement in the debt-to-EBITDA ratio to 6x in 2024 and further improve to high-5x in 2025. Even though we forecast an improvement in the debt-to-EBITDA ratio, we note that the current transaction along-with incremental lease liabilities have weakened leverage measures by about 2x compared to our previous forecasts." S&P said, "We expect GCGC to maintain adequate liquidity position. Given the successful completion of GTA casinos, we believe that capex requirements will be significantly lower starting 2024. Therefore, we estimate GCGC will generate significant positive free cash flows (after lease payments) in the range of C$250 million-C$300 million in 2024, which could further improve in 2025. Furthermore, the company has sizeable C$374 million availability under its revolving credit facility (GCGC and OTG combined) and sufficient cash on the balance sheet. Therefore, we expect GCGC will maintain sufficient liquidity cushion over the next 12 months. "The stable outlook reflects our expectation that GCGC will maintain a debt-to-EBITDA ratio of about 6x over the next 12 months. The outlook incorporates our expectation that GCGC will continue to execute its growth strategy and successfully ramp up its Toronto and Pickering casinos. The stable outlook also incorporates our view that GCGC will generate robust free cash flows owing to significantly lower capex and EBITDA improvement. "We could lower our rating if we expect GCGC's leverage will deteriorate to 7x." The likely path for that would be if: -- The company significantly underperformed our base-case forecast in the next 12 months due to reduced discretionary spending by consumers; or execution hurdles and incremental costs at the company's new built casino properties. -- Management continues to pursue additional significant debt-financed development or acquisitions or returns cash to shareholders such that leverage remains above 7x. S&P would consider raising the rating within the next 12 months if: -- GCGC continues to exhibit sustained EBITDA growth and strong margins, resulting in leverage sustained well below 6.0x; -- Management demonstrates a commitment to a financial policy that is commensurate with leverage sustained well below 6x. S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of GCGC. During the pandemic, the company had most of its properties either closed (B.C.) or operating intermittently (Ontario) at reduced capacities. Governance factors are a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the pure interests of the controlling owners. This also reflects generally finite holding periods and a focus on maximizing shareholder returns." GREATER LIBERTY: Court OKs Cash Collateral Access Thru May 30 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Greater Liberty Pentecostal Church, Inc. to use cash collateral on an interim basis, in accordance with the budget, through May 30, 2024. On March 31, 2014, the Debtor executed and delivered to TD Bank a Mortgage Loan Note to secure the sum of $380,000. As additional security for payment of the Loan, the Debtor, on March 31, 2014, executed, acknowledged and delivered to TD Bank a Mortgage and Security Agreement in the amount of $380,000 encumbering the real property known as and located at 450 East 172nd Street, Bronx, New York 10457. The Mortgage was duly recorded on April 25, 2014 in the Bronx County Clerk's Office under Instrument Number: 2014000141147. As additional security for payment of the Loan, the Debtor, on March 31, 2014, executed, acknowledged and delivered to TD Bank an Assignment of Leases & Rents. As of the Petition Date, TD Bank asserts that $725,288 is due and owing by the Debtor to TD Bank under the Loan Documents. TD Bank asserts that it holds a duly perfected security interest in and lien upon the Property and rents generated arising therefrom. As adequate protection for and to the extent of any decrease from the Petition Date in the value of TD Bank's collateral arising from the Debtor's use of cash collateral, upon entry of the Interim Order, the Debtor will make two payments to TD Bank in the amount of $3,547, which will be due and payable by the Debtor to TD Bank on May 15, 2024. As additional adequate protection for and to the extent of any decrease from the Petition Date in the value of TD Bank's collateral arising from the Debtor's use of cash collateral, TD Bank is granted a valid, perfected, and enforceable, post-petition replacement lien on and security interest in all of the Debtor's assets constituting TD Bank's Pre-Petition Collateral and the proceeds thereof; provided, however, the Replacement Lien will not extend to the estate's avoidance claims under 11 U.S.C. sections 544, 547, 548, and 550. The Replacement Lien(s) granted by the Interim Order are deemed perfected, without the necessity of filing any documents or otherwise complying with nonbankruptcy law in order to perfect security interests and record liens, with such perfection being binding upon all parties. The Replacement Liens and the Super-Priority Claims will be subordinate only to the fees and expenses of the Clerk of the Bankruptcy Court and the fees of the Office of the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a) plus applicable interest on any such fees, the fees and expenses of the Sub Chapter V Trustee in an amount not to exceed $5,000 and the fees and commissions of a hypothetical Chapter 7 Trustee in an amount not to exceed $5,000. However, the Carve Out will be payable solely from assets in the possession of the Debtor and not from TD Bank and none of the Carve Out may be used for the enforcement of any objection to the TD Bank Claim or actions against TD Bank. The Debtor's authority to continue to use cash collateral will be revoked without further order of the Court in the event of the earliest to occur of any of the following: a. Entry of any order dismissing the within case or converting the within case to Chapter 7 of the Bankruptcy Code; b. Entry of an order authorizing the appointment of a Chapter 11 trustee, or examiner with expanded powers in the Chapter 11 case; c. The Debtor's failure to comply with any of the material terms or conditions of the Interim Order and which failure is not cured after three days written notice (whether by fax, e-mail, U.S. Mail, or overnight delivery) to the Debtor's counsel, the Subchapter V Trustee and the Office of the United States Trustee; d. Entry of an order of the Court terminating the Interim Order; and/or e. Except as may be authorized by Order of the Court, the Debtor granting, creating, incurring or suffering to exist any post-petition liens or security interests other than those granted pursuant to the Interim Order. A final hearing on the matter is set for May 28 at 3 p.m. A copy of the order is available at https://urlcurt.com/u?l=VxOCkG from PacerMonitor.com. About Greater Liberty Greater Liberty Pentacostal Church, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11473) on Sept. 11, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Jolene Wee of JW Infinity Consulting, LLC has been appointed as Subchapter V trustee. Judge Philip Bentley oversees the case. Anne J. Penachio, Esq., at Penachio Malara, LLP represents the Debtor as legal counsel. GRINDING MEDIA: Moody's Alters Outlook on 'B3' CFR to Negative -------------------------------------------------------------- Moody's Ratings changed Grinding Media Inc.'s (Molycop or Grinding Media) outlook to negative from stable and downgraded the rating of its first lien senior secured term loan to B3 from B2. At the same time, Moody's affirmed its B3 corporate family rating and B3-PD probability of default rating. RATINGS RATIONALE The change in the ratings outlook to negative and the downgrade of the first lien term loan rating reflect the material deterioration in Grinding Media's credit profile. In Moody's view, the company's highly leveraged balance sheet, interest expenses exceeding operating profits, inconsistent cash flow generation and the prospect of only modest earnings growth in the near and the medium term are indicative of a potentially untenable capital structure and Moody's see a growing possibility of the distressed debt exchange or debt restructuring in the future. Grinding Media's B3 corporate family rating reflects its high financial leverage and relatively small size versus other worldwide manufacturers of steel products, lack of end-market diversification and moderate customer concentration. The company is dependent on the highly cyclical mining sector with grinding media sales to this sector accounting for about 80% - 90% of its revenues, and is particularly exposed to copper and gold mining which account for around 85% of its grinding media sales. The lack of end market diversity reduces the company's operational flexibility and limits its ability to reduce the volatility of earnings through various mining cycles, especially if there is weakness in copper or gold demand and mining activity. Nevertheless, the company is exposed to the production level of mined commodities rather than price volatility, and global production of these two metals has been less volatile than their prices over the past several years. Grinding Media's rating is supported by its long-term relationship with well-established blue-chip customers, its good geographic diversity, large industry scale with forged grinding media capacity that is more than 3 times greater than its next largest competitor, and its high market share which it estimates at about 50% - 60% in each of its core regions. It also benefits from the recurring nature of its revenues since it sells products that wear down over time, require continuous replenishment and are critical in the processing of minerals. Its rating is also supported by its relatively low capital spending requirements, Moody's expectations for positive, albeit modest, free cash flow and its adequate liquidity profile. Despite generating higher EBITDA, Grinding Media's credit metrics weakened in fiscal 2022 and 2023 largely due to its debt financed dividend recapitalization in FY2022 and higher interest expenses. The company's Moody's-adjusted leverage ratio (Debt/EBITDA) was 6.2x and its interest coverage (EBIT/Interest) was 1.0x in FY2023 ended June 30, 2023. In the first six months of FY2024 ended December 31, 2023, the company generated only modestly lower y-o-y EBITDA mainly because of higher conversion costs and operating expenses. But as a result of higher interest expenses, restructuring charges related to the steelmaking and bar mill facility in Australia being put on care and maintenance as well as the seasonal working capital movements, the company increased its ABL borrowings by about $110 million, which raised its Moody's-adjusted leverage to about 7.2x for the LTM ended December 31, 2024. Moody's anticipate that Grinding Media will generate positive free cash flow in H2 of FY2024 and use it to pay down some of its ABL borrowings. Moody's also forecast modest growth in earnings and positive free cash flow in FY2025 supported by higher EBITDA in Australia, incremental contributions from the new SAG line in Indonesia and growing process optimization business and lower capex. However, these advances will be largely offset by the loss of volumes at the Cobre Panama mine (unless it is restarted), which was shut down last year by the local government. Therefore, Moody's expect that deleveraging in the next 12-18 months will be very gradual and incremental at best as higher interest costs will continue to consume most if not all of the company's operating profits and limit free cash flow generation. Moody's estimate that leverage will decline to 6.7x by the end of FY2024 and to low 6x in FY 2025, while interest coverage (EBIT/Interest) will remain at about 0.8x in FY2024 and improve only modestly to 0.9x in FY2025. Grinding Media is expected to maintain an adequate liquidity profile. As of December 31, 2024, the company had about $87 million of unrestricted cash and $54 million of availability under its $220 million senior revolving credit facility which matures in October 2026. The Company amended its credit facility in February 2022 to increase the borrowing capacity from $125 million to $200 million and again in December 2022 to establish a $20 million incremental first-in last-out revolving credit facility, which increased the aggregate borrowing capacity to $220 million. The B3 rating of the $904 million first lien term loan, in line with a B3 CFR, reflects its preponderance in the company's capital structure. The term loan has the first priority security interest in all assets not securing the ABL credit facility and the second priority lien on the ABL collateral, ahead of the $225 million second lien term loan (unrated). As of December 31, 2023, the company had $157 million in borrowings outstanding under the ABL credit facility, which had $3.3 million in letters of credit. The credit facility has a springing fixed charge coverage ratio of 1.0x that applies when excess availability is less than the greater of 10% of the line cap and $10 million. Moody's do not expect borrowing availability to decline, in the next twelve months, to a level that would require compliance with this covenant. However, should the company further increase its ABL borrowings such that the ratio test were to trigger, there is a possibility that it would not be able to maintain a fixed charge ratio above 1.0x and that it would require covenant relief. The negative ratings outlook reflects Moody's expectations that while company's operating results will improve moderately over the next 12 to 18 months and it will use its free cash flow to pay down some debt, its credit metrics will remain weak for a B3 corporate family rating and the downside ratings pressure will continue to build as the maturity of its revolving credit facility approaches. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings are not likely to be upgraded in the near term considering the material increase in its outstanding debt related to its dividend recapitalization and the recent increase in revolver borrowings. However, an upgrade would be considered if the company maintains a leverage ratio below 5.0x, an interest coverage ratio of at least 2.0x and (CFO-dividends)/debt of at least 12%. The ratings could be downgraded if the leverage ratio were expected to sustain above 6.0x, interest coverage below 1.5x and (CFO-dividends)/debt below 10%. A significant reduction in borrowing availability or liquidity could also result in a downgrade. Grinding Media Inc., (Molycop), headquartered in Omaha, Nebraska, is a global manufacturer and supplier of forged steel grinding media used extensively in the processing of copper, gold and other minerals. Its products include steel balls and grinding rods, which are primarily sold to customers located in North and South America and Australasia. The company also produces railway wheels and other steel products that are used mostly in the mining sector. The company generated revenues of approximately $1.7 billion for the trailing 12-month period ended December 31, 2023. American Industrial Partners is the majority owner of Grinding Media Inc. The principal methodology used in these ratings was Steel published in November 2021. GULTON INCORPORATED: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Gulton Incorporated to use cash collateral, on an inteirm basis, in accordance with the budget. TD Bank, N.A. asserts an aggregate claim against the Debtor in the amount of $40,400 as of May 6, 2024, secured by liens on all or substantially all of the assets of the Debtor. The Debtor is permitted to use cash collateral for the following purposes: a. maintenance and preservation of its assets; b. the continued operation of its business, including but not limited to inventory, utilities, payroll, payroll taxes, and insurance expenses; c. the purchase of replacement inventory; and d. the Debtor will be permitted to pay administrative expenses as the same may be due and payable in the amount and manner provided in the Budget. This will include administrative expenses incurred by the Sub V Trustee and the budget will provide for funds for the Sub V Trustee, which will be mutually agreed upon between the Debtor and the Sub V Trustee in advance of the Final hearing. As adequate protection for use of cash collateral, TD Bank is granted additional and replacement valid, binding, enforceable non-avoidable, and automatically perfected post-petition security interests in and liens on all of the Debtor's property. To the extent of any Diminution in Value, TD Bank will have a superpriority administrative expense claim, pursuant to 11 U.S.C. Section 507(b), senior to any and all claims against the Debtor under 11 U.S.C. section 507(a), whether in this proceeding or in any superseding proceeding. A final hearing on the matter is set for June 20 at 11 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=3qRaYN from PacerMonitor.com. The Debtor projects total costs, on a weekly basis, as follows: $56,750 for the week starting May 13, 2024; $61,750 for the week starting May 20, 2024; and $61,750 for the week starting May 28, 2024. About Gulton Incorporated Gulton Incorporated is a manufacturer of thermal printheads. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-14611) on May 6, 2024. In the petition signed by Joseph J. DiGiovann, president and COO, the Debtor disclosed $889,251 in assets and $1,726,116 in liabilities. Judge Michael B. Kaplan oversees the case. Richard D. Trenk, Esq., at TRENK ISABEL SIDDIQI & SHAHDANIAN P.C., represents the Debtor as legal counsel. HOTOPP PROPERTIES: Court OKs Cash Collateral Access Thru May 30 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Western Division, authorized Hotopp Properties, Inc. to use the cash collateral of Midland States Bank and Heartland Bank, on an interim basis, in accordance with the budget, through May 30, 2024. Midland States Bank has a recorded first mortgages and assignment of rents on the real property of the Debtor commonly known as 222 E. Church St., Sandwich, IL and 321 S. Wolfe St., Sandwich, IL. As of filing, the Debtor owes approximately $140,000 on the aforesaid mortgages. Heartland Bank has a recorded first mortgages and assignment of rents on the properties of the Debtor commonly known as 218 Eddy St., Sandwich, IL and 315 S. Wolfe St., Sandwich, IL. As of filing, the Debtor owes approximately $149,000 on the aforesaid mortgages. Midland States and Heartland will be secured by a lien to the same extent, priority and validity as existed prior to the Petition date; that Midland States and Heartland will receive a security interest in and replacement lien upon all of the Debtor's now existing or hereafter acquired property, real or personal, whether in existence before or after the Petition Date. In further return for the Debtor's continued interim use of cash collateral, Midland States and Heartland are granted a replacement lien in substantially all rents, among other collateral to the extent and validity as held prepetition. The Debtor must maintain and pay premiums for insurance to cover the Collateral from fire, theft and water damage, and the Lenders consent to the payment of such premiums from its cash collateral. A further hearing on the matter is set for May 29, 2024 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=O16fUh from PacerMonitor.com. About Hotopp Properties, Inc. Hotopp Properties, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-80579) on May 1, 2024. In the petition signed by William L. Hotopp, president, the Debtor disclosed up to $1 million in assets and up to $500,000 in liabilities. Judge Thomas M. Lynch oversees the case. Richard G Larsen, Esq., at SpringerLarsen, LLC, represents the Debtor as legal counsel. JJ BEN CORP: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: JJ Ben Corporation DBA Benson Crane Service 437 Route 212 Saugerties, NY 12477 Business Description: The Debtor is a crane, rigging and erecting company. Its equipment includes everything from crawler, hydraulic truck mounted to rough terrain cranes ranging from 15-140 tons and with up to 300 feet of Boom. Chapter 11 Petition Date: May 10, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-35471 Judge: Hon. Cecelia G. Morris Debtor's Counsel: Michelle L. Trier, Esq. GENOVA, MALIN & TRIER, LLP 1136 Route 9 Wappingers Falls, NY 12590 Tel: 845-298-1600 Total Assets: $1,702,976 Total Liabilities: $4,708,995 The petition was signed by Kenneth Benson as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FO3KCHI/JJ_Ben_Corporation__nysbke-24-35471__0001.0.pdf?mcid=tGE4TAMA JOONKO DIVERSITY: Case Summary & Two Unsecured Creditors -------------------------------------------------------- Debtor: Joonko Diversity Inc. 157 Columbus Avenue 4th Floor New York, NY 10023 Business Description: The Debtor is an AI-powered employment placement agency. Chapter 11 Petition Date: May 14, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-11007 Debtor's Counsel: David R. Hurst, Esq. MCDERMOTT WILL & EMERY LLP 1000 N. West Street, Suite 1400 Wilmington, DE 19801 Tel: (302) 485-3900 Email: dhurst@mwe.com Debtor's Claims & Noticing Agent: BMC GROUP, INC. Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by Ilan Band as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7BOXEVY/Joonko_Diversity_Inc__debke-24-11007__0001.0.pdf?mcid=tGE4TAMA KENBENCO INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Kenbenco, Inc. d/b/a Benson Steel Fabricators 437 Route 212 Saugerties, NY 12477 Business Description: Benson Steel Fabricators is an established structural and miscellaneous fabrication company centrally located in Saugerties, New York. It provides steel work for both manufacturers and contractors servicing construction job-sites in many areas including: New York, New Jersey, Massachusetts, and Connecticut. Chapter 11 Petition Date: May 10, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-35470 Judge: Hon. Cecelia G. Morris Debtor's Counsel: Michelle L. Trier, Esq. GENOVA, MALIN & TRIER, LLP 1136 Route 9 Wappingers Falls, NY 12590 Tel: 845-298-1600 Total Assets: $590,016 Total Liabilities: $7,533,236 The petition was signed by Kenneth Benson as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FAFQZ7I/Kenbenco_Inc__nysbke-24-35470__0001.0.pdf?mcid=tGE4TAMA KIDKRAFT INC: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: KidKraft, Inc. 4630 Olin Road Dallas TX 75244 Business Description: KidKraft, Inc. (together with its Debtor and non-Debtor affiliates) is a Dallas-based privately held company that manufactures branded, sustainable, wood-based active and imaginative play products, with operations in the U.S., Canada, Europe, and Asia. The Company works with global supply partners to source materials and build its products, which include dollhouses, play sets, playhouses, swing sets, and more. It distributes its products through partnerships with major global retailers and through direct-to-customer sales, with more than 3,000 points of distribution in over 90 countries. Chapter 11 Petition Date: May 10, 2024 Court: United States Bankruptcy Court Northern District of Texas Eleven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- KidKraft, Inc. (Lead Case) 24-80045 KidKraft Europe, LLC 24-80046 KidKraft Intermediate Holdings, LLC 24-80047 KidKraft International Holdings, Inc. 24-80048 KidKraft Partners, LLC 24-80049 KidKraft International IP Holdings, LLC 24-80050 Solowave Design Corp. 24-80051 Solowave Design Holdings Limited 24-80052 Solowave Design Inc. 24-80053 Solowave Design LP 24-80054 Solowave International Inc. 24-80055 Judge: Hon. Michelle V. Larson Debtors' General Bankruptcy Counsel: William L. Wallander, Esq. Matthew D. Struble, Esq. Kiran Vakamudi, Esq. VINSON & ELKINS LLP 2001 Ross Avenue, Suite 3900 Dallas, TX 75201 Tel: 214.220.7905 Tel: 214.220.7700 Fax: 214.999.7787 Email: bwallander@velaw.com; mstruble@velaw.com; kvakamudi@velaw.com - and - David S. Meyer, Esq. Lauren R. Kanzer, Esq. VINSON & ELKINS LLP 1114 Avenue of the Americas, 32nd Floor New York, NY 10036 Tel: 212.237.0000 Fax: 212.237.0100 Email: dmeyer@velaw.com; lkanzer@velaw.com Debtors' Investment Banker: ROBERT W. BAIRD & CO. Debtors' Financial Advisor: SIERRA CONSTELLATION PARTNERS LLC Local Canadian Insolvency Counsel: OSLER, HOSKIN & HARCOURT LLP Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Geoffrey Walker as chief executive officer. Full-text copies of two of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2TUFX3Q/KidKraft_Inc__txnbke-24-80045__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/2YG3G3A/KidKraft_Intermediate_Holdings__txnbke-24-80047__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Walmart Inc. Trade Payable $5,319,143 c/o Bank of America PO Box 500787 St Louis, MO 63150-0787 Phone: +1-501-273-4000 Email: BAT-US-AR@APPR4.WAL-MART.COM 2. MidOcean Partners IV, L.P. Subordinated Note $5,000,000 245 Park Avenue Due 2025 38th Floor New York, NY 10167 Phone: +1-212-497-1400 Email: INVESTORRELATIONS@MIDOCEANPARTNERS.COM 3. Huangyan Import and Trade Payable $2,870,839 Export Corporation Zhejiang No. 118 Laodong North Road General Chamber of Commerce Building, 7th Floor Huangyang, Taizhou City Zhejiang Province, China 318020 Attn: Mary Cheng Phone: +86-576-84219651 Email: snow@spacewaterbottle.com - and - Attn: Marcy Yang Phone: +86-576-8411-2808 Email: water@spacewaterbottle.com 4. Heze Zhongran Woodware Co. Ltd. Trade Payable $2,450,116 Eastern Side, Southern Section Jinxin Road Zhuangzhai Town, CAO County, Heze City Shangdong Province, China Phone: +86-530-3761318 Email: DINGWEIBO@HZ-JINRAN.COM 5. Taizhou Toyland Co., Ltd. Trade Payable $1,566,212 4202-21 Building 4, Qingchuang Area Cross- Border E-Commerce Industrial Park, No. 638 Donghuang Road Taizhou City Zhejiang Province, China 215300 Phone: +86-576-8867-3593/ +86-138-0658-8069 Email: william88069@hotmail.com/ sale1@chinatoyland.com 6. MidOcean US Advisor LP Management $1,258,217 245 Park Avenue Services 38th Floor New York, NY 10167 Attn: Dan Ryan Phone: +1-212-497-1400 Email: dryan@midoceanpartners.com/ investorrelations@midoceanpartners.com 7. Fujian Shunchang Sheng Trade Payable $1,029,463 Sheng Wood Industry Ltd., Co. Mo Wu Industrial District, Yuankeng Shungchang County Fujian Province, China 353200 Attn: Brenda Cai Phone: +86-151-5920-1896 Email: BRENDA@FJSSRX.COM - and - Phone: +86-155-0691-3517 Email: homegarden@foxmail.com - and - Phone: +86-186-5019-1555 Email: leo@fjssrx.com 8. Heze Jinran Woodware Co., Ltd. Trade Payable $948,485 Industrial Zone Zhuangzhai Town Cao County, Heze City Shandong Province, China 274400 Phone: +86-530-3761318 Email: DINGWEIBO@HZ-JINRAN.COM 9. Zhejiang Nengfu Tourist Trade Payable $843,595 Prod. Co. No. 77, Zhongshandong Road Industrial Area Longquan City Zhejiang Province, China 323700 Attn: Amy Zhou Phone: +86-139-0578-5372 Email: AMY@NENGFUCHINA.COM 10. KPMG LLP Accounting $838,926 500 Ross Ste., Room 0940 Services Pittsburgh, PA 15262 Attn: Jonathan Roberts Phone: +1-949-885-5400 Email: jhroberts@kpmg.com 11. Taizhou Sunrise Trade Payable $808,934 International Co., Ltd Room 916, Xintai Plaza, 168 Square, Taizhou City Zhejiang Province, China 318000 Phone: +86-138-0658-8069 Email: william88069@hotmail.com/ WILLIAM@CHINATOYLAND.COM 12. Meta Platforms, Inc. Trade Payable $759,532 (f/k/a Facebook, Inc.) 1601 Willow Rd Menlo Park, CA 94025 Phone: +1-650-863-1300 Email: CESARG@FB.COM 13. Aporia Trade Payable $708,031 Jingyang Industrial Park, Shang Dian Village Jing Yang Town, Rongqiao Development Zone, Fuqing City Fujian Province, China 350304 14. Kong Richs Furniture Vietnam Trade Payable $673,687 Co Ltd. Lot F7, N5 Road, Nam Tan Uyen Industrial Expanded, Hoi Nghia Ward, Tan Uyen Town Binh Duong Province Vietnam 75000 Phone: +84-366-626-739 Email: MENRICHS_4@163.COM 15. Jiashan Yunjia Handcraft Trade Payable $662,798 Co., Ltd. Room 201, Building 1, No. 2358, Renmin Road Street Luoxing Jiashan County, Jiaxing City Zhejiang Province, China 314100 16. Disney Trade Payable $618,129 Attn: Stephanie Melendez Email: STEPHANIE.M.MELENDEZ@DISNEY.COM 17. Zhejiang Xinyun Wood Trade Payable $593,018 Industry Group Co., Ltd. No. 378 Zhong Shan Road, Yunhe County Zhejiang Province, China 323600 Phone: +86-139-6704-1948/ +86-0578-513-6299 Email: INFO@ZJXINYUN.COM 18. Go Sports Enterprise Co., Ltd. Trade Payable $486,708 7F-1, No. 243, Sec.1, Fu Hsin South Road, Taipei City Taiwan 11012 Phone: +886-2-2706-3896 Email: SDING@GOSPORTS.COM.TW 19. Huizhou City Xiangsheng Trade Payable $473,287 Woodwork Co. Ltd. The First Industrial District of Eco-Industrial Park, Huaguo Village, Xinxu Town Huiyang District, Huizhou City Guangdong Province China 516226 20. Cargomatic Inc. Trade Payable $408,517 PO Box 8350 Pasadena, CA 91109-8350 Phone: +1-562-254-7151/ +1-866-513-2343 Email: REMIT@CARGOMATIC.COM 21. Fujian Three Dimensional Trade Payable $396,976 Wood Industry Co., Ltd. Bailu Industrial Park, Dongping Village Dongping Town, Zhenghe County Fujian Province, China 353602 22. Mattel Inc. Trade Payable $376,073 333 Continental Boulevard El Segundo, CA 90245 Phone: +1-310-252-2000 Email: LICENSING.COLLECTIONS@MATTEL.COM 23. Target Corporation Trade Payable $294,769 c/o Vendor Income PO Box 860363 Minneapolis, MN 55486-0363 Email: VENDOR.INCOME@TARGET.COM 24. Gibson, Dunn & Crutcher LLP Legal $292,665 1050 Connecticut Ave NW Services Washington DC 20036-5306 Phone: +1-213-229-7333 Email: CBILLING@GIBSONDUNN.COM 25. Handan Meijianli Trade Payable $292,568 Hardware Manufacturing Southwest Development Zone Yongnian Country Handan City Hebei Province, China 056000 Phone: +86-108-021-3284 Email: TOP@MEIJIANLI.COM 26. Unishippers Trade Payable $291,568 PO Box 1560 Melbourne, FL 32902 Phone: +1-800-713-2111/ +1-886-998-7447 Email: AR.TLG@UNISHIPPERS.COM 27. Fedex Trade Networks (CAN) Trade Payable $244,011 Box 916200, PO Box 4090 Station A Toronto, ON, Canada M5W0E9 Phone: +1-905-677-7381/ +1-800-463-3339 Email: FTNC_TREASURY@FEDEX.COM 28. Fujian New Jiafeng Wood Trade Payable $232,563 Industry Co., Ltd. Jishan Industrial Park, Economic Development Zone Jiangle County, Sanming City Fujian Province, China 353300 Phone: +86-598-226-2183 29. Fujing Plastic Products Trade Payable $229,657 (Shenzhen) Co Ltd. 5/F, Building B, Changpu Industrial Park Baoan District, Zhenzhen City Guangdong Province, China 518125 Phone: +86-139-2525-8002 Email: HAOTAI518@163.COM 30. Dong Guan Shing Fai Trade Payable $203,543 Furniture Co. Ltd. 2nd Area, Shang Dong Admin District, Qi Shi Town Dong Guan City Guangdong Province China 532500 Phone: +86-867592751816 Email: FIONAYAO@HUNGFAIGROUP.COM/ TEOLIVIA@HUNGFAIGROUP.COM KINETIK HOLDINGS: S&P Affirms 'BB+' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit rating on Kinetik Holdings Inc. (KNTK). The outlook is stable. At the same time, S&P affirmed the 'BB+' issue-level rating on the senior unsecured notes. The '3' (rounded estimate: 65%) recovery rating on this debt is unchanged. The stable outlook reflects S&P's expectation that Kinetik will maintain S&P Global Ratings-adjusted debt to EBITDA of 3.5x-4x through 2025. On May 9, 2024, KNTK announced several strategic transactions, including the definitive agreement to sell its ownership interest in the Gulf Coast Express Pipeline (GCX), the acquisition of Durango Permian LLC (Durango), and certain growth projects on the existing New Mexico system. The proposed growth projects and acquisition of Durango Permian add scale and diversification to Kinetik's business. Pro forma for the proposed transactions, KNTK will maintain its position as the only pure-play Permian basin midstream company. KNTK will increase its processing capacity by about 0.4 Bcf/d to roughly 2.4 Bcf/d with the acquisition of Durango Permian and other organic growth projects to enhance its gathering and processing operations on its existing system, anchored by one of its largest customers. The Durango Permian assets will improve the diversity of its cash flows and more than triple its customer list to about 90 unique customers. While the company's percentage of gross margin from pipeline transportation will be decreasing to 26% from about 36% of gross margin following the sale of GCX, the expansion projects with a top customer at Eddy County are 100% MVC backed, which helps to offset the loss in stable take-or-pay cash flows from GCX. S&P said, We expect this to result in a modest increase in the company's scale from an EBITDA perspective, with about 15% growth in 2024 to about $975 million and roughly 10% growth in 2025 to $1 billion to $1.1 billion. While we view the transactions as credit positive overall, it is not enough to improve the business risk at Kinetik in our view, given the company's smaller scale compared to higher-rated peers, geographic concentration, and indirect commodity price risk. Pro forma for the transaction we expect KNTK to have approximately 15% of its gross margin exposed to commodity prices and expect it to hedge at least half of that exposure." Blackstone's decreasing ownership in Kinetik and the company's track record of supportive financial policy decisions results in a stronger financial policy in S&P's assessment. In order to finance the Durango Permian acquisition, KNTK will use $315 million in cash and issue $150 million in common equity at the close of the transaction and an additional $300 million in common equity 12 months after the closing date. As a result, Blackstone's ownership interest will decrease to 47%, from just over 50% as of November 2023. S&P expects Blackstone to gradually reduce its stake over the long term as KNTK's stock price continues to appreciate. S&P said, "Last year, we revised our assessment of the fund in which I-Squared (ISQ) holds its KNTK investment from a financial sponsor to an infrastructure fund, limiting KNTK's overall private equity ownership to just Blackstone's interest. Apache sold its remaining position to the public in a secondary offering in March 2024, freeing up a board seat. Following the full consideration to Morgan Stanley Energy Partners, there are 6 independent board seats, the CEO, 3 Blackstone and 1 ISQ. New board nominations are chosen by the lead independent director. Board composition, as well as several governance mechanisms which prevent the sponsor's ability to lever up the business, support our view that its financial sponsors do not have full control of KNTK. The company has also increased the percentage of public shareholder ownership since our initial rating to about 27% pro forma for the proposed share issuances. "Kinetik has executed on improving its credit metrics since our initial rating and has maintained its publicly stated long-term target leverage of approximately 3.5x. We expect S&P Global Ratings-adjusted debt to EBITDA to be between 3.0x-4.0x over the forecasted period. As a result of the lack of control by Blackstone, supportive credit metrics, and our expectations of continued conservative financial policies, we revised our financial policy assessment to FS-4 from FS-5. "We expect S&P Global Ratings-adjusted EBITDA of about $975 million in 2024 and $1.05 billion to $1.1 billion in 2025. This compares to our previous expectation of S&P Global Ratings-adjusted EBITDA of approximately $950 million to $970 million in 2024 and $950 million to $1.0 billion in 2025. Growth will be supported by the new Durango Permian assets, which following the completion of the expansion of the Kings Landing complex in mid-2025 will contribute what we expect to be an additional $170 million of EBITDA on a run-rate basis. The Eddy county organic growth project, which includes additional pipeline infrastructure and a new compressor station will further support the growth in EBITDA. We expect the project to be fully online by early 2026. "We view the financing structure of these transactions as supportive of credit quality as the company will be using cash from its sale of GCX and equity to finance these strategic initiatives. As a result, we now expect adjusted debt to EBITDA to be about 3.7x in 2024 and between 3.25x-3.75x in 2025. We expect KNTK will generate at least $350 million in free operating cash flow in 2024. "The stable outlook reflects our expectation that Kinetik will maintain adjusted debt to EBITDA of 3.5x-4x through 2025. We expect the company will continue to generate significant free cash flow and expand its business through acquisitions and organic growth while maintaining similar levels of contractedness and volumetric risk." S&P could consider a negative rating action on Kinetik if: -- Prolonged underperformance of its gathering and processing throughput volumes leads to adjusted debt to EBITDA sustained above 4.5x over the long term; or -- The company takes a more aggressive financial policy. S&P could consider higher ratings if: -- The company is successful in integrating its new assets, and continues the trajectory of improving its scale and footprint through organic growth projects and or acquisitions, while maintaining a conservative financial policy with adjusted debt to EBITDA of around 3.5x. Environmental factors are a negative consideration in S&P's credit rating analysis. As a natural gas gathering and processing operator in the Delaware Basin, Kinetik faces multiple risks relating to climate change, including volume declines from the energy transition affecting the midstream industry. However, the company has taken steps to better align with ESG mandates through its commitment to reach net zero greenhouse gas emissions by 2050. Governance is also a negative consideration given the company's financial sponsor ownership. S&P thinks financial sponsors are more likely to hold companies for shorter periods and focus on maximizing shareholder returns using leverage. KIPP INDIANAPOLIS: Moody's Affirms Ba1 Rating on 202A/2020B Bonds ----------------------------------------------------------------- Moody's Ratings has affirmed the Ba1 revenue bond rating on the Educational Facilities Multipurpose Revenue Bonds, Series 2020A and Series 2020B of KIPP Indianapolis, Inc. Project, IN. KIPP Indianapolis has $11 million in debt outstanding, which consists entirely of the Series 2020 bonds. The outlook is stable. RATINGS RATIONALE The affirmation of the Ba1 rating reflects KIPP Indianapolis' ("KIPP Indy") beneficial partnership with the public school district (Indianapolis Public Schools) as an Innovation Network School and its growing enrollment, as KIPP Indy has expanded to serve high school students. These strengths are balanced by the school's narrow operating cash flow margin of 7% and adequate liquidity of 75 days cash on hand as of fiscal 2023 year end. Moody's expect operating performance will remain stable in fiscal 2024, but as one-time federal coronavirus relief funding comes to an end, margins are expected to narrow in fiscal 2025. Similar to many schools, academic achievement declined during the pandemic and the school continues to make investments to improve academic performance. Academic performance at KIPP Indy lags that of IPS by a significant degree, particularly for middle school grades. Favorably, the school's fixed costs are low and leverage is manageable, with spendable cash and investments covering debt by 48%. KIPP Indy maintains a good working relation with its authorizer, the Indianapolis Mayor's Office of Education Innovation, and remains in compliance with is current charter contracts. RATING OUTLOOK The stable outlook incorporates the expectation of enrollment stability and at least modest improvement in academic performance. The outlook also considers the school's good fiscal management, that will continue to support debt service coverage and liquidity to at least meet required covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Sustained strengthening of operating cash flow margin above 10% and days cash on hand above 100 days -- Continued positive to stable enrollment trends coupled with improvement in academic performance FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to maintain operating cash flow margins in the range of 8%, consistent with historical norms -- Any increase in financial leverage -- Narrowing of debt service coverage to below 1.2x and/or days cash on hand below 60 days LEGAL SECURITY The outstanding Series 2020 A&B bonds are secured under a loan agreement between the Indiana Finance Authority and KIPP Indianapolis, Inc. as borrower. Pursuant to the Indenture, the Authority has assigned all loan repayments pursuant to the loan agreement to the Trustee for the benefit of bondholders. To further secure the bonds, the school has granted to the issuer a mortgage lien on and a security interest in KIPP Indy's high school facility. Legal provisions are generally in line with market norms, with a debt service coverage requirement of 1.1x, though the covenant is only violated if coverage is below 1.1x and the school maintains less than 90 days cash on hand. The covenanted cash requirement is 50 days cash. Covenants also include an additional bonds test requiring 1.2x coverage in the year prior to issuance. Bondholders also benefit from a debt service reserve sized at the lesser of a standard three-pronged test (maximum annual debt service, 125% of average annual principal and interest, or 10% of the original principal amount). PROFILE KIPP Indianapolis is an Indiana non-profit corporation, operating three charter schools - an elementary, middle and high school - in the Martindale-Brightwood community of Indianapolis. In fiscal 2023, the school reported $29 million in operating revenue and enrolled 1,400 students. The authorizer for all three of KIPP Indy's charters is the Indianapolis Mayor's Office of Education Innovation. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in April 2024. KJB HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: KJB Holdings LLC d/b/a Moonlight Landscape Management d/b/a Moonlight Tree Service d/b/a Moonlight Exteriors 923 N Poplar Newton, KS 67114 Chapter 11 Petition Date: May 15, 2024 Court: United States Bankruptcy Court District of Kansas Case No.: 24-10414 Debtor's Counsel: Mark J Lazzo, Esq. MARK J LAZZO PA 3500 N Rock Road Bldg 300 Suite B Wichita, KS 67030 Email: mark@lazzolaw.com Total Assets: $283,000 Total Liabilities: $1,152,672 The petition was signed by Brandon Wilson as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NNUWGDY/KJB_Holdings_LLC__ksbke-24-10414__0001.0.pdf?mcid=tGE4TAMA KPM INVESTMENT: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized KPM Investment O, LLC to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, only for the months of May, June, and July of 2024. The Debtor alleges that an immediate need exists for the Debtor to obtain use of the cash collateral to fund critical operations. As previously reported by the Troubled Company Reporter, the Debtor is a borrower on a loan in the original principal amount of $12.375 million from Corevest American Finance Lender, LLC which was subsequently assigned to Wilmington Trust, National Association, as Trustee for the Benefit of the Holders of Corevest American Finance 2021-2 Trust Mortgage Pass-Through Certificates, which asserts a security interest in certain of the Debtor's property. As of the Petition Date, the Debtor believes the amount owed to Corevest is approximately $12 million in the aggregate. To provide adequate protection for the Debtor's use of the cash collateral, the Lender, to the extent they hold a valid lien, security interest, or right of setoff as of the Petition Date under applicable law, is granted a valid and properly-perfected replacement lien on all property acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as the Lender's pre-petition collateral, except that no replacement lien will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. The Adequate Protection Lien will be deemed automatically valid and perfected upon entry of the Order. As additional adequate protection, the Debtor will make adequate protection payments to the Lender in accordance with the Budget. A copy of the order is available at https://urlcurt.com/u?l=XYd2tx from PacerMonitor.com. About KPM Investment O, LLC KPM Investment O, LLC is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-53073) on March 25, 2024. In the petition signed by Isaac Perlmutter, authorized representative, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Paul W. Bonapfel oversees the case. William Rountree, Esq., at ROUNTREE, LEITMAN, KLEIN & GEER, LLC, represents the Debtor as legal counsel. KRATON CORP: Moody's Downgrades CFR to B1, Outlook Negative ----------------------------------------------------------- Moody's Ratings has downgraded the Corporate Family Rating of Kraton Corporation ("Kraton") to B1 from Ba3, Probability of Default Rating to B1-PD from Ba3- PD. Moody's also downgraded the ratings on the company's senior secured first-lien term loan and the Euro senior secured first-lien term loan facility under Kraton Polymers Holdings B.V. from Ba3 to B1. The outlook remains negative. "The rating downgrade reflects Kraton's weak credit metrics, with a Moody's adjusted leverage ratio of more than 12x in 2023, driven mainly by its weak earning amid the challenging market environment. While Moody's expect the company's performance will improve from the low levels in 2023, its leverage will remain elevated over the next 12-18 months, which will no longer support the Ba3 CFR," says Jin Wu, a Moody's Vice President and Senior Analyst. "The negative outlook reflects the uncertainties around the pace of Kraton's earning recovery which may delay the improvement in credit metrics," adds Jin. RATINGS RATIONALE Kraton's B1 CFR reflects its leading market positions in styrenic block copolymers (SBC) and pine based specialty chemicals. The company benefits from its long lived customer and supplier relationships, and diverse end-markets and customers, both hydrocarbon and renewable raw materials. Its investment in high-margin products and specialty offerings partly mitigate the competitive pressures particularly from the Asian commodity SBC producers. The company's credit profile is constrained by its weak credit metrics and the performance volatility driven by the cyclical end markets, the competitive pricing in SBC and pine based chemicals, and the large swings in price for raw materials such as butadiene and styrene. The company also faces some risk of product substitution in pine chemicals given the competing hydrocarbon alternatives. Kraton reported weak results in 2023 coming off of strong performance in 2022. Its Polymer segment was impacted by lower margins reflecting the lower global demand and the competitive pricing pressures. The segment's margins were particularly hard hit during the year due to the slowdown in demand and substantial decline in raw material prices, which left the company with higher cost inventory while selling prices for their end products declined. Kraton's Pine chemicals segment faced mainly the challenges of demand weakness leading to lower sales volumes despite maintaining healthy margins with the successful pass-through of its higher input costs. With pressures on both business segments, Kraton's EBITDA with Moody's adjustments fell sharply by more than 70% YOY from the comparable period in 2022. The company's free cash flow turned negative with its weak earnings and ongoing CapEx which contributed to its modestly higher debt. Kratons' leverage, as measured by Moody's-adjusted debt/EBITDA, rose to more than 12.0x in 2023, compared with less than 4.0x in 2022. Moody's expects Kraton's business and financial performance will improve from the 2023 trough level. The end of the significant destocking will support a modest demand and volume recovery at both its business segments. Furthermore, the depressed margins at the polymer segment should improve towards more normal level as the negative impacts due to timing mismatch between product sales and raw material purchases should abate. Kraton has also taken actions to drive working capital efficiency and optimize CapEx spending which will help conserve cash. Driven by improving earnings and a relatively flat debts, Moody's expects Kraton will be able to lower its leverage to below 6.0x while generating modest positive free cash flow in next 12-18 months' timeframe. Such credit metrics will be consistent with the B1 CFR. Kraton's rating incorporates Moody's expectation that the company will maintain adequate liquidity partly with the help of its parent, DL Chemical Co. Kraton entered into a 3-year loan agreement for a total of $150 million in Q4 2023, with the 1st tranche of $75 million received in Dec 2023 and the 2nd tranche of remaining $75 million received in January 2024; this debt is guaranteed by DL Chemical Co., Ltd. The net proceeds of the loan have been used to partially pay down and free up Kraton's revolver. As of end-2023, Kraton had total $127 million of liquidity, including $42 million in cash and $85 million excess availability under its $300 million asset-based revolving credit facility. The revolver had a total borrowing base of $229 million as of year-end and matures the earlier of either 91 days before the term loan maturity (August 2026) or October 2027. The revolver contains a springing fixed charge coverage ratio set at 1.00x, which will only be tested if the availability under the revolver falls below 10% of the borrowing base. Moody's expects the company to comply with this covenant in 2024. Moody's also expects that Kraton's available liquidity at end-2023, the additional $75 million from the parent guaranteed term loan, and its incoming operational cash flows will be sufficient to cover its cash needs including short term debts and CapEx in 2024. The B1 rating on the company's $600 million senior secured term loan and EUR300 million senior secured term loan is in line with the company's B1 CFR, as they account for the vast majority of the total debt capital and rank only behind the $300 million asset-based revolving credit facility. Despite additional guarantees and security, the EUR term loan is rated the same as the USD term loan, given the intercreditor agreement with a collateral allocation mechanism that proportionally allocates collateral between EUR and USD term loans and equalizes the recovery for both creditors. The negative outlook reflects Kraton's still weak credit metrics at end 2023 and the uncertainties around its earnings recovery and deleveraging progress over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's will downgrade the rating if Kraton's earnings recovery is slower than Moody's expectation such that its credit metrics remain weak for the rating for extended period of time. Credit metrics indicative of downgrade pressure include (1) its adjusted leverage ratio (debt/EBITDA) remains elevated and shows low likelihood of returning to below 6x in the next 12-18 months; (2) its free cash flow remains negative, or (3) its liquidity profile materially weakens. Alternatively, an upgrade of the ratings is unlikely in the near term but could occur if (1) Kraton sustains an adjusted leverage ratio below 4.0x; (2) consistently generates positive free cash flow of at least $50 million a year, and (3) maintains an adequate liquidity profile. ESG CONSIDERATIONS Environmental, social and governance factors are also factored in Kraton's rating but not drivers of the action. Kraton's CIS-4 mainly reflects the negative effect of its aggressive financial strategy, concentrated ownership after its acquisition by DL Chemical in 2021, as well as a history of production disruptions by hurricanes, risks associated with the limited supply of crude tall oil and waste and pollution from its production processes. Kraton Corporation, headquartered in Houston, Texas, is a major global producer of styrenic block copolymers (SBCs), which are synthetic elastomers used in industrial and consumer applications to impart favorable product characteristics such as flexibility, resilience, strength, durability and processability. Major end uses for Kraton's Polymer segment products include personal care products, packaging and films, medical applications, adhesives, sealants, coatings, paving, roofing and compounds. In March 2022, the company was acquired for about $2.5 billion in enterprise value by DL Chemical Co., Ltd., a subsidiary of DL Holdings Co., Ltd. Kraton generated total revenue about $1.9 billion in 2023. The principal methodology used in these ratings was Chemicals published in October 2023. LEGACY-XSPIRE: Debtors Will Liquidate to Pay Claims in Plan ----------------------------------------------------------- Legacy-Xspire Holdings, LLC, Wraser, LLC, and Xspire Pharma, LLC, submitted a Joint Chapter 11 Liquidating Plan. This Plan contemplates distributions to creditors of the proceeds of the sale of substantially all of the Debtors' assets, as well as funds generated by the Debtors' prepetition and pre-sale operations and funds generated from litigation and prosecution of claims both pursuant to Chapter 5 of the Bankruptcy Code and pursuant to non-bankruptcy law. Under the Plan, Class 5 Claims consist of all General Unsecured Claims against the Debtors and are impaired. All holders of Allowed General Unsecured Claims will receive their pro rata share of (i) the Avoidance Action Proceeds, (ii) the Estates' Share of the Accounts Receivables, (iii) the Estates' Share of the Litigation Proceeds, and (iv) the Estates' Share of the Promissory Note Proceeds. "Avoidance Action(s) Proceeds" means any and all proceeds received or recovered by the Debtors or the Liquidation Trustee by demand, settlement, or litigation of any Avoidance Action. Notably, these do not include the Litigation Proceeds, and Plexus does not have a security interest in the Avoidance Action Proceeds. "Estates' Share of Accounts Receivables" means 10% of any Accounts Receivables recovered or otherwise collected by the Debtors or Liquidation Trustee after Plexus has received $80,000 aggregate from Accounts Receivables, Litigation Proceeds, and Promissory Note Proceeds. "Estates' Share of the Litigation Proceeds" means 10% of the Litigation Proceeds after Plexus has received $80,000 aggregate from Accounts Receivables, Litigation Proceeds, and Promissory Note Proceeds. "Estates' Share of the Promissory Note Proceeds" means 10% of the Promissory Note Proceeds after Plexus has received $80,000.00 aggregate from Accounts Receivables, Litigation Proceeds, and Promissory Note Proceeds. The Plan will be funded from the Debtors' cash on hand, the Debtors' pre-sale operations, the Sale Proceeds, the Accounts Receivables, the Litigation Proceeds, the Avoidance Action Proceeds, and the Promissory Note Proceeds. Counsel for the Debtors: Steven M. Berman, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 Tel: (813) 229-7600 Fax: (813) 229-1660 E-mail: sberman@shumaker.com A copy of the Liquidating Plan dated April 24, 2024, is available at https://tinyurl.ph/VlPup from PacerMonitor.com. About Legacy-Xspire Holdings LLC Legacy-Xspire Holdings LLC market and distribute niche branded and generic prescription products to physicians, pharmacies, wholesale distributors, and specialty pharmaceutical distributors across the United States. Legacy-Xspire's product portfolio consists primarily of therapies for pain management and steroid-responsive disease states. Legacy-Xspire Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04251) on Sept. 26, 2023. In the petition filed by Greg Stokes, as CEO, the Debtor reports estimated assets between $50 million and $100 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Roberta A. Colton oversees the case. The Debtor is represented by Steven M Berman, Esq. of Shumaker, Loop & Kendrick, LLP. LILIUM N.V.: Schedules Extraordinary General Meeting for May 30 --------------------------------------------------------------- Lilium N.V. published the convocation notice and agenda for its Extraordinary General Meeting of shareholders, which will be held on Thursday, May 30, 2024, at 2:00 p.m. CEST (8:00 a.m. EST) at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands. The convocation notice for the Extraordinary General Meeting, the agenda with explanatory notes as well as all ancillary documents relevant for the meeting are available on the Investor's page of the Company's website (https://ir.lilium.com). Such documents provide further details regarding the Extraordinary General Meeting, including information regarding the record date, voting by proxy, and the live audio webcast of the Extraordinary General Meeting. Contact Information for Investors: Rama Bondada Vice President, Investor Relations investors@lilium.com Contact Information for Media: Christine Pierk Communications Manager +49 151 53919945 press@lilium.com About Lilium Lilium (NASDAQ: LILM) -- www.lilium.com -- is creating a sustainable and accessible mode of high-speed, regional transportation for people and goods. Using the Lilium Jet, an all-electric vertical take-off and landing jet, designed to offer leading capacity, low noise, and high performance with zero operating emissions, Lilium is accelerating the decarbonization of air travel. Working with aerospace, technology, and infrastructure leaders, and with announced sales and indications of interest in Europe, the United States, China, Brazil, UK, and the Kingdom of Saudi Arabia, Lilium's 800+ strong team includes approximately 450 aerospace engineers and a leadership team responsible for delivering some of the most successful aircraft in aviation history. Founded in 2015, Lilium's headquarters and manufacturing facilities are in Munich, Germany, with teams based across Europe and the U.S. Munich, Germany-based PricewaterhouseCoopers GmbH Wirtschaftsprufungsgesellschaft, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has incurred recurring losses from operations since its inception and expects to continue to generate operating losses that raise substantial doubt about its ability to continue as a going concern. M&G TRANSPORTATION: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: M&G Transportation, LLC 6400 S. Washington Ave Amarillo TX 79118 Business Description: M&G Transportation LLC is a trucking company based in Amarillo, TX. The Company hauls refrigerated products nationwide along with a great customer base that it has established from the local meat plants in its area and their respected networks. Chapter 11 Petition Date: May 15, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-20129 Judge: Hon. Robert L. Jones Debtor's Counsel: Harrison Pavlasek, Esq. FORSHEY PROSTOK LLP 777 Main Street Fort Worth TX 76102 Tel: 1-817-877-8855 Email: hpavlasek@forsheyprostok.com - and - CAROTHERS & HAUSWIRTH LLP Total Assets as of Dec. 31, 2023: $4,862,963 Total Liabilities as of Dec. 31, 2023: $6,064,510 The petition was signed by Manuel Gutierrez as 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/CLFUMTY/MG_Transportation_LLC__txnbke-24-20129__0001.0.pdf?mcid=tGE4TAMA MAG DS: S&P Alters Outlook to Negative, Affirms 'B-' ICR -------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable and affirmed its 'B-' issuer credit rating on MAG DS Corp. S&P said, "At the same time, we affirmed our 'B-' issue-level ratings on the company's term loan and revolving credit facility. The recovery ratings remain '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. "Our negative outlook reflects our expectation for low free cash flow generation in the near term due to elevated interest expense and a slower-than-expected pace of new contract awards while existing contracts continue their ramp. "We expect free cash flow will remain pressured over the next 12 months. MAG DS Corp. ended 2023 with FOCF of negative $48 million, materially below expectations. During the 2023 fiscal year, MAG DS Corp. experienced weaker revenue growth than anticipated due to a slow pace of contract awards while major existing contracts remain in the ramp-up phase. The company also increased debt levels in 2023, including $43 million in debt related to ATHENA-R capital investment. The increase in debt with no contribution to EBITDA has resulted in credit metrices becoming pressured. We anticipate the slow pace of awards to continue into 2024; however the ATHENA-R contract is expected to reach its operational phase during the second half of the year with momentum leading into 2025. "We expect cash flows to improve during the second half of 2024 as existing contract revenues become more consistent, while major contracts, such as ATHENA-R reach their operational phase. The operational phase of ATHENA-R will require significantly less capital investment, allowing capital expenditures to normalize in 2024. We view the ATHENA-R contract as a critical factor in MAG's credit metric improvement, though we feel additional contract wins will be required to meet forecasted revenue, EBITDA growth as well as cash flow recovery. "We expect the company's top line to realize modest growth in 2024, pressuring credit metrics.We expect MAG DS Corp. to continue to see less favorable credit metrics in the near term as the ATHENA-R contract continues test flights approaching its operational phase. We now expect revenue growth for 2024 to be between 5%-10% improving in 2025 to between 20%-25% following a full year of ATHENA-R revenue generation. Additionally, leverage is expected to remain elevated in 2024, improving in 2025 to between 6.5x-7.5x. Funds from operations (FFO) to debt is expected to also be pressured in 2024, measuring between (0.5)% to breakeven before improving in 2025 to between 4%-5.5%. "We expect liquidity to remain adequate over the next 12 months.The company currently holds just over $4 million in cash on hand, and its $60 million revolving credit facility remains fully undrawn. Though working capital was a meaningful source of cash in 2023, due to costs related with contract ramp up, we expect working capital to be less accreditive in 2024. We expect operating cash flow to be between breakeven and positive $5 million. Near-term cash needs are minimal, consisting of about $5 million in debt amortization and normalized capital expenditures of between $4 million and $6 million. The company has no near-term maturities over the next 12 months. "Our negative outlook reflects our expectations that credit metrics will be stressed over the next 12 months due to a slower-than-expected pace of new contract awards while the existing portfolio of contracts remains in the ramp-up phase. We believe leverage will remain elevated while cash flows are also pressured over the near term. "We could downgrade MAG DS Corp. if we expect the company's free cash flow to remain negative on a sustained basis or if we believe the capital structure becomes unsustainable." This could occur if: -- The company does not win new contract awards; -- Significant existing contracts (ATHENA and/or STORM) experience a delay or cancellation; or -- The business experiences material cost overruns that result in significant cash outflows. S&P could revise its outlook on the company to stable if free cash flow returns to at least breakeven over the next 12 months. This could occur if: -- Higher-margin contracts ramp faster than anticipated, driving EBTIDA margin expansion; and -- The pace of new contract awards recovers faster than anticipated. MALLINCKRODT PLC: Doesn't Need to Pay Drug Royalty in Chapter 11 ---------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that Mallinckrodt Plc, which used Chapter 11 to resolve opioid liability, doesn't have to pay royalty payments on a lucrative drug, an appellate court said. The ruling affirms a district court and frees Mallinckrodt from having to pay a 1% royalty on a Sanofi drug that in 2019 generated nearly $1 billion in sales, though sales of the drug have disappointed in recent years. Mallinckrodt last year went bankrupt a second time, though disputes over Acthar Gel were a core issue in its first bankruptcy. About Mallinckrodt plc Mallinckrodt (OTCMKTS: MNKTQ) -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The Company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reducetotal debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt in mid-June 2022 successfully completed its reorganization process, emerged from Chapter 11 and completed the Irish Examinership proceedings. Mallinckrodt Plc said in a regulatory filing in early June 2023 that it was considering a second bankruptcy filing and other options after its lenders raised concerns over an upcoming $200 million payment related to opioid-related litigation. Mallinckrodt plc and certain of its affiliates again sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28, 2023. Mallinckrodt disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Judge John T. Dorsey oversees the new cases. In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. In the new Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A., as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. Kroll is the claims agent. MASTINO MANAGEMENT: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Mastino Management, Inc. 10450 S. Progress Way, Unit 101 Parker, CO 80134 Business Description: The Debtor is a property HOA management company. Chapter 11 Petition Date: May 15, 2024 Court: United States Bankruptcy Court District of Colorado Case No.: 24-12610 Judge: Hon. Thomas B. Mcnamara Debtor's Counsel: Joseph O'Keefe, Esq. BAKER LAW GROUP, LLC 8301 E. Prentice Ave, Ste 405 Greenwood Village, CO 80111 Tel: 303-862-4564 Email: joseph@jbakerlawgroup.com Total Assets: $197,660 Total Liabilities: $3,602,460 The petition was signed by Rick L. Bacon as owner. 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/REC2YZQ/Mastino_Management_Inc__cobke-24-12610__0001.0.pdf?mcid=tGE4TAMA MEDI-WHEELS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Medi-Wheels of the Palm Beaches, Inc. d/b/a Palm Beach Medical Transport Inc. d/b/a Elite Executives of the Palm Beaches, Inc. 3040 Lake Shore Dr Unit 804 West Palm Beach, FL 33404 Business Description: The Debtor offers medical transportation services. Chapter 11 Petition Date: May 14, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-14732 Judge: Hon. Erik P. Kimball Debtor's Counsel: Jeffrey N. Schatzman, Esq. SCHATZMAN & SCHATZMAN, P.A. 9990 S.W. 77th Ave Penthouse 2 Miami, FL 33156-8115 Tel: (305) 670-6000 Email: jschatzman@schatzmanlaw.com Total Assets: $96,813 Total Liabilities: $1,629,222 The petition was signed by Mariela Vega-Herklotz as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/W6R5MUI/Medi-Wheels_of_the_Palm_Beaches__flsbke-24-14732__0001.0.pdf?mcid=tGE4TAMA MID-STATES PAINT: Wins Cash Collateral Access --------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, authorized Mid-States Paint, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. The Debtor's primary secured creditor is Carrollton Bank. The Debtor asserts that, as of the Petition Date, it had entered into various agreements and transaction with Lender as follows: a. Promissory Note dated August 31, 2020 in the principal amount of $404,000 plus interest and other charges from Borrower payable to Carrollton Bank designated by Loan Number 479990. The approximate outstanding balance of the Note is $439,114. b. The Note is secured by, among other things, a lien in the Debtor's inventory, equipment, accounts, chattel paper, instruments, deposit accounts and general intangibles and the proceeds of the foregoing. c. The Note is guaranteed by Michael V. Meyers, the Debtor's majority owner. d. The Note further was intended to be secured by a deed of trust in the approximate amount of $200,000 on the Mr. Meyers' principal residence located at 12315 Rule Hill Ct. Maryland Heights, Missouri 63043. e. The Note is further was intended to be secured by a lien in Mr. Meyers' 2006 Sea Ray 52 Sundancer boat, HIN (SERY1267B606), certain pledged deposit accounts, and a firearms collection. The Debtor received a COVID-19 Economic Injury Disaster Loan from the U.S. Small Business Administration. The terms of the SBA loan are: a. Promissory Note dated June 18, 2020 in the principal amount of $150,000, plus interest and other charges from Borrower, payable to SBA. The approximate outstanding balance of the Note is $166,721. b. The SBA Note is secured by the Debtor's Business Assets. c. The SBA Note is guaranteed by Michael V. Meyers, the Debtor's majority owner. The Debtor was in default of the First and Second Interim Cash Collateral Order, but alleges it has cured those defaults by making Lender's adequate protection payments and providing budgets for approval and provide variance reports and the reconciliations required under the terms of the First and Second Interim Cash Collateral Order. Lender has not agreed to waive the Debtor's default/s under the First and Second Interim Cash Collateral Order. As adequate protection, the Lender will receive: (i) subject to the Carve Out, a valid and perfected, security interest in, and liens on all of the right, title, and interest of the Debtor in the Cash Collateral at the same priority and to the extent Lender held pre-petition liens in the Business Assets, Cash Collateral or other collateral; provided that Post-Petition Collateral shall expressly exclude causes of action arising under Chapter 5 of the Bankruptcy Code and proceeds generated therefrom. The Carve Out means the sum of (A) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Subchapter V Trustee; and (B) the payment of professional fees and disbursements incurred by professionals retained by the Debtor pursuant to 11 U.S.C. sections 327 and/or 328, upon allowance of the Court, in an aggregate amount not to exceed $5,000. The Debtor will maintain adequate insurance on all its prepetition and post-petition assets, with Lender named as an additional insured on each such policy, and such insurance will be in such amounts and issued by such insurers as are satisfactory to Lender. The Debtor's authority to use the cash collateral will immediately terminate upon the occurrence of an Event of Default. These events constitute an "Event of Default": (1) The entry of an order (i) converting the Debtor's case to a case under Chapter 7 of the Bankruptcy Code, (ii) dismissing the Debtor's case under section 1112 of the Bankruptcy Code, (iii) granting Lender relief from the automatic stay (other than as allowed in this or any prior or subsequent order of the Court for the perfection of replacement liens), or (iv) that specifically terminates the Order. (2) Debtor's failure to make an adequate protection payment of $2,738 to Lender on or before May 6, 2024. This payment represents the May 2024 adequate protection payment due to Lender. (3) Debtor's failure to make or provide the reconciliation of actual performance to budget for April 2024 on or before May 15, 2024. (4) Debtor's failure to realize projected income pursuant to the terms of the Budget or to pay expenses in excess of the amounts allowed pursuant to the terms of the Budget, subject to a 10% percent variance. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=yZeAau from PacerMonitor.com. The Debtor projects $88,000 in total income and $85,960 in total expenses. 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. MRC GLOBAL: S&P Upgrades ICR to 'B', Outlook Stable --------------------------------------------------- S&P Global Ratings raised all its ratings on MRC Global (US) Inc. (MRC), including its issuer credit rating, one notch to 'B' from 'B-', and revised the outlook to stable from developing. Once MCR's term loan is fully repaid, S&P plans to withdraw its issue-level and recovery ratings on that loan. S&P said, "The stable outlook reflects our view that performance will remain relatively stable and FOCF generation, combined with cash on the balance sheet, will support the company's plans to pay down its $292 million term loan due September 2024 without relying heavily on its ABL. The outlook also reflects our view that subsequent FOCF generation will support repayment of the ABL drawings and that S&P Global Ratings-adjusted leverage will remain below 4x. "We believe MRC's capital deployment priority is addressing its term loan maturity. MRC has publicly announced its intention to repay its $292 million term loan due September 2024 in the second quarter of this year rather than pursue a refinancing transaction, with previous refinancing efforts blocked by the company's preferred equity holder, Cornell Capital. Management indicated that the term loan repayment will take priority over share repurchases or mergers and acquisitions (M&A) spending, as a use of FOCF. As a result, we believe the company will address its term loan maturity largely with cash on the balance sheet, near-term cash generation, and ABL availability. (We had previously viewed the possibility of repaying the term loan exclusively using the ABL as a credit risk given the cyclical nature of the business and the potential for fluctuations in the company's ABL borrowing base.) "We forecast MRC's FOCF generation in 2024 will support the company's plan to repay its September 2024 term loan maturity without the need to draw heavily on its ABL facility. Notwithstanding our forecast for about a 7% decline in S&P Global Ratings-adjusted EBITDA this year, we forecast reported FOCF to remain at about $160 million for the full year. This forecast follows FOCF generation of $32 million in the first quarter and incorporates lower estimated interest expense from the expected term loan repayment in the second quarter (which we anticipate will be partially funded with cash). We also assume about $45 million of net working capital inflows this year, compared to $11 million in 2023, as the company reduces its own inventory levels and continues to focus on working capital efficiency. Our forecast also takes into account elevated capital expenditure (capex) levels of around $40 million-$45 million for the year, compared to typical levels of around $10 million-$15 million, because the company is investing in a new enterprise resource planning system (ERP). "Our forecast for FOCF, combined with cash on hand of $146 million as of March 31, 2024, can support cash repayment of a material portion of the $292 million September term loan maturity in 2024, such that drawings on the ABL to fund the balance would be manageable. Our forecast level of ABL borrowings is not a particular credit risk, given availability of $645 million as of March 31, 2024, and given our FOCF forecast through 2025, which supports repayment of our assumed levels of ABL borrowings. "We expect softer revenue generation will decrease EBITDA modestly this year, but credit measures remain in line with the rating. We forecast revenue will be down in the low- to mid-single-digit percent area in 2024, mostly due to softness in the gas utility segment, as customers who built inventory to combat supply chain challenges and long lead times in 2021 and 2022 now look to reduce inventory levels and return to more normalized ordering patterns. We believe these destocking trends may continue over the near term, but we expect the segment will return to growth in 2025 as customers purchase products to support capex spending for new and replacement gas transmission and distribution lines. We forecast the decremental impact of lower volumes across the gas utility and production and transmission infrastructure (PTI) segments will cause S&P Global Ratings-adjusted EBITDA margins to compress modestly in 2024 to around 8%, from 8.3% in 2023. Nevertheless, and notwithstanding our assumption for about $100 million in ABL drawings at year end, we forecast S&P Global Ratings-adjusted leverage in the 2.5x area at year-end 2024, a level that is aligned with the current rating. "We see additional ratings upside as relatively limited until we gain greater clarity around MRC's financial policy following its term loan repayment. We believe that after the company repays its term loan, the company will adjust its capital deployment priorities. Before raising the rating, we would want to ensure that the company's financial policy is aligned with maintaining S&P Global Ratings-adjusted leverage below 3x (below 5x during cycle troughs), inclusive of share buybacks and potential acquisitions. We view this likelihood as relatively low, however, due to the fact that we treat the company's $355 million of preferred equity and roughly $220 million of lease liabilities as debt. Our last-12-month S&P Global Ratings-adjusted leverage calculation of 3.1x as of Dec. 31, 2023, compares to the company's leverage metric of 0.7x, meaning the company would need to operate with very low levels of leverage by its calculations to support S&P Global Ratings-adjusted debt to EBITDA below 3x. "The stable outlook reflects our view that performance will remain relatively stable, and FOCF generation, combined with cash on the balance sheet, will support the company's plans to pay down its $292 million term loan due September 2024 without relying heavily on its ABL. It also reflects our view that subsequent FOCF generation will support repayment of the ABL drawings and that S&P Global Ratings-adjusted leverage will remain below 4x." S&P could consider a downgrade of MRC if: -- S&P Global Ratings-adjusted debt to EBITDA approaches 6x, such that S&P views the potential for end-market cyclicality to cause leverage to increase above 6x. This could occur if end-market demand softens considerably, or if the company adopts a more aggressive financial policy and pursues debt-funded acquisitions or share buybacks; -- The company is unable to generate positive FOCF amid a moderate growth environment with typical working requirements; or -- Lower ratings may also be considered if the company's ABL availability were to deteriorate, or if the company begins materially utilizing the facility and is unable to address the ABL's 2026 maturity before it becomes current. While S&P views an upgrade as unlikely over the next 12 months, it could consider higher ratings if: -- The company continues to reduce its exposure to volatile oil and gas end markets; -- S&P Global Ratings-adjusted debt to EBITDA remains below 3x on a sustained basis; -- S&P believes the company's financial policy is aligned with maintaining leverage below 3x, which it views as unlikely given that S&P adjusts its debt balances to include the company's operating leases and preferred equity; and -- Before considering an upgrade, S&P would also want to ensure any disputes with the company's preferred equity holder are resolved, such that MRC has healthy access to capital markets. MRC is a distributor of pipes, valves, and fittings and related services to energy and industrial end markets. The environmental risk is slightly higher than for larger and more diversified capital goods distributors due to MRC's exposure to energy transition risks, since a portion of MRC's revenue comes from the upstream oil and gas industry, which could face increasing environmental regulations and lower tax subsidies. As a result, S&P believes environmental factors could emerge as a negative consideration in its credit rating analysis of MRC. S&P said, "Management and Governance factors are a moderately negative consideration in our credit rating analysis of MRC Global. We view the company's ownership structure as an area of potential risk, evidenced by the company's preferred equity holder, Cornell Capital, initiating a lawsuit to block the company's refinancing efforts in 2023, which ultimately stopped the company from successfully completing the proposed refinancing transaction. Social factors are a neutral consideration in our credit rating analysis of MRC." NAC AVIATION: Invesco VVR Writes Off $2.2MM Term Loan ----------------------------------------------------- Invesco Senior Income Trust ("VVR") has marked its $2,181,000 loan extended to NAC Aviation 8 Ltd. (Ireland) to market at $0 as of February 29, 2024, according to a disclosure contained in VVR's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. VVR is a participant in a Term Loan to NAC Aviation 8. The loan accrues interest at a rate of 9.44% per annum. The loan matures on December 31, 2026. VVR said the loan is "valued using significant unobservable inputs." It also noted that during the fiscal year ended February 29, 2024, NAC Aviation 8 is "among the largest detractors from absolute performance." VVR is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company. VVR may participate in direct lending opportunities through its indirect investment in the Invesco Senior Income Loan Origination LLC, a Delaware limited liability company. VVR owns all beneficial and economic interests in the Invesco Senior Income Loan Origination Trust, a Massachusetts Business Trust, which in turn owns all beneficial and economic interests in the LLC.VVR may participate in direct lending opportunities through its indirect investment in the Invesco Senior Income Loan Origination LLC, a Delaware limited liability company. VVR owns all beneficial and economic interests in the Invesco Senior Income Loan Origination Trust, a Massachusetts Business Trust, which in turn owns all beneficial and economic interests in the LLC. VVR is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Trust can be reached through: Glenn Brightman Invesco Senior Income Trust 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 NAC Aviation 8 Ltd. (Ireland) is a Private limited company. In December 2021, NAC Aviation 8 filed for Chapter 11 bankruptcy in U.S. Bankruptcy Court for the Eastern District of Virginia, along with affiliates including Nordic Aviation Capital Designated Activity Company (Bankr. E.D. Va. Lead Case No. 21-33693), the Hon. Kevin R. Huennekens presiding. The Debtors exited Chapter 11 protection in January 2023. NAC is a regional aircraft leasing company. It is based in Ireland and has offices in Singapore, Denmark, Toronto and Beijing. NAC served almost 70 airlines in approximately 45 countries at the time of the bankruptcy filing. In July 2023, NAC Aviation 29 Designated Activity Company commenced an offer to buy back its 4.75% Senior Secured Notes due June 30, 2026, and -- by way of assignment from lenders -- the loans under its term loan B credit agreement dated as of June 1, 2022. The maximum aggregate amount (at face value) of NAC 29 Debt to be purchased by the Company was $80 million. The accepted bid price ranged was $875.00 to $905.00 per $1,000.00 principal amount of NAC 29 Debt. NAKED JUICE: Invesco VVR Marks $1.5MM Loan at 18% Off ----------------------------------------------------- Invesco Senior Income Trust ("VVR") has marked its $1,519,000 loan extended to Naked Juice LLC (Tropicana) to market at $1,244,963 or 82% of the outstanding amount, as of February 29, 2024, according to a disclosure contained in VVR's Form N-CSR for the fiscal year ended February 29, 2024, filed with the U.S. Securities and Exchange Commission. VVR is a participant in Second Lien Term Loan to Naked Juice LLC. The loan accrues interest at a rate of 11.45% (3 mo. Term SOFR + 6.00%) per annum. The loan matures on January 24, 2030. VVR is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company. VVR may participate in direct lending opportunities through its indirect investment in the Invesco Senior Income Loan Origination LLC, a Delaware limited liability company. VVR owns all beneficial and economic interests in the Invesco Senior Income Loan Origination Trust, a Massachusetts Business Trust, which in turn owns all beneficial and economic interests in the LLC. VVR may participate in direct lending opportunities through its indirect investment in the Invesco Senior Income Loan Origination LLC, a Delaware limited liability company. VVR owns all beneficial and economic interests in the Invesco Senior Income Loan Origination Trust, a Massachusetts Business Trust, which in turn owns all beneficial and economic interests in the LLC. VVR is led by Glenn Brightman, Principal Executive Officer; and Adrien Deberghes, Principal Financial Officer. The Trust can be reached through: Glenn Brightman Invesco Senior Income Trust 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309 Tel: (713) 626-1919 Naked Juice LLC is the entity resulting from a spin-off from PepsiCo, with PAI Partners owning 61% and Pepsi retaining a 39% stake. Naked Juice, LLC owns the Tropicana, Naked Juice, KeVita and other select juice brands. NEKTAR THERAPEUTICS: Incurs $36.8 Million Net Loss in Third Quarter ------------------------------------------------------------------- Nektar Therapeutics filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $36.80 million on $21.64 million of total revenue for the three months ended March 31, 2024, compared to a net loss of $137.02 million on $21.59 million of total revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $396.01 million in total assets, $269.31 million in total liabilities, and $126.71 million in total stockholders' equity. Nektar said, "Due to the potential for adverse developments in the credit markets, we may experience reduced liquidity with respect to some of our investments in marketable securities. These investments are generally held to maturity, which, in accordance with our investment policy, is less than two years. However, if the need arises to liquidate such securities before maturity, we may experience losses on liquidation. To date we have not experienced any liquidity issues with respect to these securities. We believe that, even allowing for potential liquidity issues with respect to these securities and the effect of various conditions on the financial markets, our remaining cash and investments in marketable securities will be sufficient to meet our anticipated cash needs for at least the next twelve months." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/906709/000095017024057312/nktr-20240331.htm About Nektar Therapeutics Nektar Therapeutics -- http://www.nektar.com-- is a clinical stage, research-based drug discovery biopharmaceutical company focused on discovering and developing innovative medicines in the field of immunotherapy. Within this growing field, the Company directs its efforts toward creating new immunomodulatory agents that selectively induce, amplify, attenuate or prevent immune responses in order to achieve desired therapeutic outcomes. Nektar Therapeutics incurred a net loss of $276.1 million in 2023, a net loss of $368.20 million in 2022, a net loss of $523.84 million in 2021, a net loss of $444.44 million in 2020, and a net loss of $440.67 million in 2019. NEPHRITE FUND: Case Summary & 13 Unsecured Creditors ---------------------------------------------------- Debtor: Nephrite Fund 1 LLC d/b/a Suncrest Apartments 9805 E. 61st St. Raytown, MO 64133 Business Description: Nephrite Fund owns Suncrest Apartments located in Raytown, Missouri. Chapter 11 Petition Date: May 14, 2024 Court: United States Bankruptcy Court Western District of New York Case No.: 24-40655 Judge: Hon. Cynthia A. Norton Debtor's Counsel: Robert E. Eggmann, Esq. CARMODY MACDONALD P.C. 120 S. Central Ave., Suite 1800 Saint Louis, MO 63105 Tel: 314-854-8600 Fax: 314-854-8660 Email: ree@carmodymacdonald.com Total Assets: $7,895,492 Total Liabilities: $7,194,305 The petition was signed by Alan Sheehy as member. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ECPPXMI/Nephrite_Fund_1_LLC__mowbke-24-40655__0001.0.pdf?mcid=tGE4TAMA NUZEE INC: Closes Private Placement Financing of $320K ------------------------------------------------------ NuZee, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 27, 2024, it entered into a convertible note and warrant purchase agreement with certain investors, providing for the private placement of convertible promissory notes in the aggregate principal amount of $320,000 and warrants to purchase up to an aggregate of 221,147 shares of the Company's common stock, par value $0.00001 per share. The closing of the private placement occurred on May 2, 2024. The Notes bear interest at an annual rate of 7% and have a maturity date of one-year following the issuance date. The Notes are convertible any time prior to maturity by the holder into a number of shares of Common Stock equal to (i) the outstanding principal amount of the Note plus any accrued but unpaid interest, divided by (ii) $1.447, which was the "Minimum Price" required under Nasdaq Listing Rule 5635(d). Such price was calculated by taking the sum of (i) the average Nasdaq Official Closing Price ("NOCP") for the five trading days immediately preceding the signing of the Purchase Agreement, and (ii) $0.125, the conversion premium. If any such conversion of the Notes would result in the issuance of a fraction of a share, such number of shares to be issued will be rounded up to the nearest whole share. If an event of default occurs, the then-outstanding principal amount of the Notes plus any unpaid accrued interest will accelerate and, at the holder's option, become immediately payable in cash. Each Warrant has an exercise price of $1.322 per share, which represents the average NOCP for the five trading days immediately preceding the signing of the Purchase Agreement in accordance with the "Minimum Price" requirements under Nasdaq Listing Rule 5635(d). The Warrants are immediately exercisable and have a two-year term. The Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by such holder would exceed 19.99% immediately after exercise thereof. The Notes and the Warrants issued pursuant to the Purchase Agreement were not registered under the Securities Act of 1933, as amended, and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act or Regulation S promulgated under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Investors. On April 27, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors. The Registration Rights Agreement provided, among other things, that the Company will as soon as reasonably practicable, and in any event no later than 30 days after the date on which the Company files with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the three months ended Dec. 31, 2023, file with the SEC (at the Company's sole cost and expense) a registration statement registering the resale of (i) the shares of Common Stock issuable upon the conversion of the Notes and (ii) the shares of Common Stock issuable upon the exercise of the Warrants. The Company agreed to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof. The Purchase Agreement contains customary representations, warranties and covenants in connection with the transaction. The representations, warranties and covenants in the Purchase Agreements are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Purchase Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties. In accordance with the Purchase Agreement, effective as of the Closing, Nobuki Kurita resigned from the board of directors of the Company and any committee of the Board of which he was a member. Mr. Kurita's resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. In accordance with the Purchase Agreement, effective immediately following the Closing, Changzheng Ye was appointed to the Board as a director to fill the vacancy created by Mr. Kurita's resignation. It has not yet been determined on which committees of the Board Mr. Ye will serve. Pursuant to the Purchase Agreement, Mr. Ye was designated by the Investors for election to the Board. Mr. Ye, 33, holds a Bachelor's degree in Mold Design and Manufacture from Zhengzhou University, which he earned between 2011 and 2014. His professional experience includes roles as an Engineer at Shanghai Volkswagen from 2014 to 2015, a Software Engineer at Shanyi Shanmei Technology Co., Ltd from 2015 to 2017, a Project Manager at Shenzhen Baoyide Network Technology Co., Ltd from 2018 to 2021, and a Technical Director at Enron Investment Management from 2021 to 2023. Since March 2023, he has been serving as the Technical Director at Lear Group Limited. About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats that partners with companies to help them develop within the single serve and private label coffee category. 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. NUZEE INC: Xiang Zhang Holds 17.6% Equity Stake ----------------------------------------------- Xiang Zhang disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of April 30, 2024, he beneficially owns 276,434 shares of NuZee Inc.'s common stock, representing 17.6% of the shares outstanding, based upon: (i) 1,298,414 shares of common stock issued and outstanding (as of April 26, 2024), as set forth in NuZee's quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on May 6, 2024; (ii) a convertible note that may be converted into 138,217 shares of common stock; and (iii) a warrant exercisable to purchase 138,217 shares of common stock. Zhang may be reached at: Room 507-1, Building 2, No. 3 Liansheng Road, Wuchang Street Yuhang District Hangzhou City, Zhejiang Province China Tel: +86-18057577456 A full-text copy of Xiang Zhang's Report is available at https://tinyurl.com/3wdduhzu About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats that partners with companies to help them develop within the single serve and private label coffee category. 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. NUZEE INC: Yumei Liu, Future Science Disclose 11.3% Equity Stake ---------------------------------------------------------------- Yumei Liu and Future science and Technology Co. Ltd. disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of April 30, 2024, they beneficially own 165,860 shares of NuZee's common stock, representing 11.3% of the shares outstanding, based upon: (i) 1,298,414 shares of common stock issued and outstanding (as of April 26, 2024), as set forth in NuZee's quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on May 6, 2024; (ii) a convertible note that may be converted into 82,930 shares of common stock; and (iii) a warrant exercisable to purchase 82,930 shares of common stock. Yumei Liu beneficially owns 165,860 shares of common stock through her indirect 100% ownership of Future science and Technology Co. Ltd. Yumei Liu may be reached at: Chaoyang District Yi An Men 37-111, 100000 Beijing, China Tel: +86-18825235796 A full-text copy of Yumei Liu's Report is available at https://tinyurl.com/mu2cmp9s About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats that partners with companies to help them develop within the single serve and private label coffee category. 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. OBERWEIS DAIRY: Court OKs $1MM DIP Loan from CIBC Bank ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Oberweis Dairy, Inc. and affiliates to use cash collateral and obtain post-petition financing, on a final basis. The Debtor is permitted to obtain post-petition financing up to an aggregate principal amount not to exceed $1 million at any time outstanding, plus accrued interest on the aggregate principal amount from CIBC Bank USA, an Illinois state chartered bank. All DIP Loans will bear interest at the rate of 10% per annum (computed on the basis of a year of 360 days for the actual number of days elapsed), provided that during the existence of any default under the Post-Petition Financing that such interest shall be increased by an additional 4%. In consideration for providing the Post-Petition Financing, the Lender is entitled to receive a commitment fee in the amount of $20,000 upon the entry of the Interim Order. The Debtors are required to comply with these milestones: (i) By no later than April 12, 2024, the Debtors must file the Bankruptcy Cases; (ii) By no later than April 19, 2024, the Debtors must obtain Bankruptcy Court approval of the Interim Financing Order; (iii) By no later than May 1, 2024, the Debtors must have obtained the entry of final and non-appealable order approving an agreed sale process acceptable to Lender which may incorporate the conducting of an auction in conjunction with the solicitation and receipt of competitive bids through an orderly marketing process, and which sets a hearing to consider the approval of the Section 363 Sale; (iv) By no later than May 24, 2024 – Qualified Bid Deadline; (v) By May 29, 2024, the Debtors must have completed the sale process pursuant to the Agreed Sale Procedures; (vi) By June 5, 2024, the Bankruptcy Court must conduct the Sale Hearing and enter a final and non-appealable order approving Section 363 Sale; and (vii) By June 12, 2024, the Debtors must have closed on the purchase or purchases authorized under the Sale Approval Order. Unless terminated sooner by reason of acceleration or otherwise, payment of the DIP Loan will be due upon the financing arrangements contemplated will be in effect until the earliest of (i) the 60th calendar day from the date of entry of the Interim Financing Order, (ii) the closing of a sale of all or substantially all of the assets of the Debtors' bankruptcy estate pursuant to the Section 363 Sale, (iii) confirmation and consummation of a plan of reorganization or a plan of liquidation, or (iv) an Event of Default. The events that constitute an "Event of Default" include: (i) Any Debtor fails to pay any amount payable under the Agreement when due and payable, including interest payments, and such failure to pay continues for period of three business days thereafter following the receipt of written notice from the Lender; (ii) Any representation or warranty, in any other DIP Loan Documents, or in any written statement, report, financial statement or certificate made or delivered to Lender contemporaneously therewith is untrue or incorrect in any material respect as of the date when made or deemed made; and (iii) The Agreement, any other DIP Loan Documents, or Financing Order will, for any reason, cease to create a valid Lien on the DIP Collateral purported to be covered thereby or such Lien will cease to be a perfected priming first-priority Lien (except as expressly provided pursuant to 11 U.S.C. Section 364 or the Debtor will so allege in any pleading filed in any court. The Debtors have previously entered into two separate lending arrangements with the Lender. The CIBC Loans are broken down into the "Dairy Loan" and the "TMRE Loan". The outstanding balances under the Dairy Loans as of April 4, 2024 were are as follows: i. Dairy Revolving Note - $456,900; ii. Dairy Term Note - $7,361,400; iii. Dairy Cap-Ex Note – $0; iv. Dairy DDT Note - $2,972,800; and v. Dairy MLCA – $1,508,000. The outstanding balances under the TMRE Loans as of April 4, 2024 was $1.915 million. As of the Petition Date the Pre-Petition Obligations totaled not less than $14.215 million, exclusive of all accrued and unpaid interest, costs, expenses, and fees owed to the Lender prepetition. The Debtors urgently require financing and access to the cash collateral to (a) fund the Chapter 11 Cases, and (b) sell their businesses as going concerns. As adequate protection for the Lender's consent to the use of cash collateral, the Lender is granted valid, binding, continuing, enforceable fully perfected, first-priority replacement liens on and senior security interest in and to all of the DIP Collateral, subject only to the Carve-Out, the Approved Budget Expenses and the DIP Liens, for any diminution in the value of the Lender's interest in the Pre-Petition Collateral. The Lender's liens on and security interests in the DIP Collateral or the Pre-Petition Collateral and its administrative expense claims under 11 U.S.C. sections 364(c)(1) or 507(b), and any section 507(b) claims granted pursuant to the Final Order or the Final Order will be subject only to the following: (i) all payments and expenses set forth in the Approved Budgets; (ii) all fees required to be paid to the clerk of the Bankruptcy Court, any agent thereof, and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest, if any, at the statutory rate; (iii) fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code in an amount not to exceed $50,000; and (iv) to the extent allowed by the Bankruptcy Court, all claims for unpaid fees, costs and expenses incurred by persons or firms retained by the Debtors or the Committee whose retention is approved by the Bankruptcy Court pursuant to sections 327, 328 and 1103 of the Bankruptcy Code. A copy of the order is available at https://urlcurt.com/u?l=pz8etW from PacerMonitor.com. About Oberweis Dairy Oberweis Dairy, Inc. is a dairy product manufacturing business in North Aurora, Ill. Oberweis Dairy and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 24-05385) on April 12, 2024. In the petition signed by Adam Kraber, president, Oberweis Dairy disclosed up to $50 million in both assets and liabilities. Judge David D. Cleary oversees the cases. The Debtors tapped Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd. as legal counsel and CPT Group, Inc. as noticing, claims, and solicitation agent. OBERWEIS DAIRY: Intends to Slash 127 Workers Beginning June ----------------------------------------------------------- Susan Sarkauskas of Daily Herald reports that Oberweis Dairy plans to lay off 127 employees starting in June 2024, the company informed the state in a WARN filing. The move comes just days after the North Aurora-based company, known for its ice cream and milk, filed a voluntary petition for Chapter 11 bankruptcy protections in the Northern District of Illinois, court records show. The first layoffs are scheduled to start on June 11. The company stated it owed more than $4 million in unsecured claims to its top 20 creditors, including more than $173,000 to the Cook County treasurer. The largest debt listed was with a Hudson-based transportation company, with the dairy owing more than $774,000, the records stated. Oberweis Dairy is owned by the family of Republican state politician Jim D. Oberweis. In an affidavit filed Monday in bankruptcy court, President Adam Kraber said the company started seeking a buyer in October 2023 because of its financial difficulties. A potential buyer backed out in late March. Several others have expressed interest in buying parts of the business, according to the affidavit. "Despite the popularity of its products, the ODI (Oberweis Dairy Inc.) business has faced increasing financial challenges in recent years, driven primarily by a combination of demand fluctuations and operational inefficiencies," Kraber said in the affidavit. He noted consumers are drinking and eating less conventional milk and dairy products. "Meanwhile, the ODI Business made a series of improvident uses of its capital (such as under-investing in its manufacturing equipment and over-investing in its distribution capacity) that left it unable to weather a period of diminishing sales," he stated. Some of those decisions included expanding to Texas, where it had a co-producer bottling milk and other beverages, including organic versions of its milk products. The company underestimated the cost of transporting milk and empty bottles between Illinois and Texas, according to the affidavit. There was also an ill-fated attempt to use amber-colored glass bottles designed to prevent light from degrading the milk in retail stores. Customers didn’t like the bottles, according to Kraber's affidavit. The company didn't invest enough in preventative maintenance and modernization of the North Aurora plant, and failed to adjust standard costs regularly, "leaving management with an inaccurate understanding of labor and overhead costs," according to Kraber's affidavit. Oberweis started in Aurora in 1927. The founder's grandson, John, took it over in the 1960s. Jim D. Oberweis and his then-wife, Elaine Pearson, assumed leadership in 1986, with him as chairman and Elaine as president and chief executive officer. Their son, Joe, became its leader in 2007. He resigned from the board of directors in May 2023. Kraber began working for Oberweis in 2000 as a home delivery driver, rose through the ranks, and quit in 2015 to work for another food-service company. He returned to Oberweis in 2022. About Oberweis Dairy Oberweis Dairy, Inc. is a dairy product manufacturing business in North Aurora, Ill. Oberweis Dairy and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 24-05385) on April 12, 2024. In the petition signed by Adam Kraber, president, Oberweis Dairy disclosed up to $50 million in both assets and liabilities. Judge David D. Cleary oversees the cases. The Debtors tapped Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd. as legal counsel and CPT Group, Inc. as noticing, claims, and solicitation agent. OCUGEN INC: Incurs $11.9 Million Net Loss in First Quarter ---------------------------------------------------------- Ocugen, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $11.92 million on $1.01 million of total revenue for the three months ended March 31, 2024, compared to a net loss of $17.33 million on $443,000 of total revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $51.79 million in total assets, $21.53 million in total liabilities, and $30.26 million in total stockholders' equity. Ocugen said, "The Company is subject to risks, expenses, and uncertainties frequently encountered by companies in its industry. The Company intends to continue its research, development, and commercialization efforts for its product candidates, which will require significant additional funding. If the Company is unable to obtain additional funding in the future and/or its research, development, and commercialization efforts require higher than anticipated capital, there may be a negative impact on the financial viability of the Company. The Company is currently exploring options to fund its operations through public and private placements of equity and/or debt, payments from potential strategic research and development arrangements, sales of assets, licensing and/or collaboration arrangements with pharmaceutical companies or other institutions, funding from the government, particularly for the development of the Company's novel inhaled mucosal vaccine platform, or funding from other third parties. Such financing and funding may not be available at all, or on terms that are favorable to the Company. While Company management believes that it has a plan to fund operations, its plan may not be successfully implemented. Failure to generate sufficient cash flows from operations, raise additional capital, or appropriately manage certain discretionary spending, could have a material adverse effect on the Company's ability to achieve its intended business objectives. "As a result of these factors, together with the anticipated continued spending that will be necessary to continue to research, develop, and commercialize the Company's product candidates, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that these condensed consolidated 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/1372299/000162828024023038/ocgn-20240331.htm About Ocugen, Inc. Ocugen, Inc. -- www.ocugen.com -- is a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines that improve health and offer hope for patients across the globe. Philadelphia, Pennsylvania-based Ernst & Young LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 18, 2024, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. OMNIQ CORP: Submits Application to OTCQX Marketplace ---------------------------------------------------- OMNIQ Corp. announced that the Company has submitted an application to list the trading of its common stock to the OTCQX marketplace from its current listing on the OTC PINK marketplace. The listing of the Company's common shares on OTCQX remains subject to the approval of OTCQX and the satisfaction of applicable listing requirements. The Company meets several of the OTCQX listing requirements, and the Company confirms that the uplisting of the Company's common stock to the OTCQX will not change the trading symbol or cusip number. No action by the OMNIQ stockholders is required. OTCQX is the top tier of three markets organized by OTC Markets Group Inc. for trading over-the-counter securities and is designed for established, investor-focused U.S. and international companies. To qualify for the OTCQX market, companies must meet high financial standards, follow best practice corporate governance, demonstrate compliance with U.S. securities laws, and be current with their disclosure. Investors can find current market information and real-time quotes for the Company on www.otcmarkets.com. "We view the current situation as a temporary phase in our ongoing strategy focused on growth and profitability. We are actively executing our strategic plan and exploring every avenue to ensure a swift return to a national exchange listing. In the interim, OMNIQ will continue trading on the OTC market and we have taken steps to be listed on the OTCQX, the premier tier of the OTC markets, reflecting our commitment to high standards and transparency," said Shai Lustgarten, CEO of OMNIQ, "Please be assured that OMNIQ remains diligent in fulfilling all SEC requirements and filings. Our commitment to growth is unwavering, as evidenced by our consistent acquisition of new customers and the expansion of our business with existing Fortune 100 customers. We are confident in the strength of our partnerships and our proven business model, which will drive our return to profitability and sustain our long-term success." About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com/-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. OZLM LTD XX: Moody's Cuts Rating on $6.975MM Class E Notes to Caa2 ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings on the following notes issued by OZLM XX, Ltd.: US$49,050,000 Class A-2 Senior Secured Floating Rate Notes due 2031 (the "Class A-2 Notes"), Upgraded to Aaa (sf); previously on February 21, 2023 Upgraded to Aa1 (sf) US$24,750,000 Class B Senior Secured Deferrable Floating Rate Notes due 2031 (the "Class B Notes"), Upgraded to Aa1 (sf); previously on February 21, 2023 Upgraded to A1 (sf) US$31,950,000 Class C Senior Secured Deferrable Floating Rate Notes due 2031 (the "Class C Notes"), Upgraded to Baa2 (sf); previously on August 13, 2020 Confirmed at Baa3 (sf) Moody's has also downgraded the rating on the following notes: US$6,975,000 Class E Secured Deferrable Floating Rate Notes due 2031 (the "Class E Notes"), Downgraded to Caa2 (sf); previously on February 21, 2023 Downgraded to Caa1 (sf) OZLM XX, Ltd., originally issued in May 2018 is a managed cashflow CLO. The notes are collateralized primarily by a portfolio of broadly syndicated senior secured corporate loans. The transaction's reinvestment period ended in April 2023. A comprehensive review of all credit ratings for the respective transactions has been conducted during a rating committee. RATINGS RATIONALE The upgrade rating actions are primarily a result of deleveraging of the senior notes and an increase in the transaction's over-collateralization (OC) ratios since April 2023. The Class A-1 notes have been paid down by approximately 34.8% or $100.2 million since that time. Based on the trustee's April 2024 report[1], the OC ratios for the Class A-1/A-2, Class B and Class C notes are reported at 134.15%, 123.28% and 111.61%, respectively versus April 2023 levels[2] of 129.92%, 121.03% and 111.21%, respectively. Moody's notes that the April 2024 trustee-reported OC ratios do not reflect the April 2024 payment distribution, when $43.8 million of principal proceeds were used to pay down the Class A-1 notes. The downgrade rating action on the Class E notes reflects the specific risks to the junior notes posed by cumulative par loss observed in the underlying CLO portfolio. Based on Moody's calculation, the OC ratio for the Class E notes is 103.53%. Moody's also observes that the deal's exposure to collateral from issuers rated Caa1 or lower has increased to 9.74% from 5.40% as of the last rating action, reflecting a potentially greater risk to the junior notes posed by future defaults. No actions were taken on the Class A-1 and Class D notes because their expected losses remain commensurate with their current ratings, after taking into account the CLO's latest portfolio information, its relevant structural features and its actual over-collateralization and interest coverage levels. Moody's modeled the transaction using a cash flow model based on the Binomial Expansion Technique, as described in "Moody's Global Approach to Rating Collateralized Loan Obligations." The key model inputs Moody's used in its analysis, such as par, weighted average rating factor, diversity score, weighted average spread, and weighted average recovery rate, are based on its published methodology and could differ from the trustee's reported numbers. For modeling purposes, Moody's used the following base-case assumptions: Performing par and principal proceeds balance: $331,264,404 Defaulted par: $2,009,724 Diversity Score: 69 Weighted Average Rating Factor (WARF): 2753 Weighted Average Spread (WAS) (before accounting for reference rate floors): 3.25% Weighted Average Recovery Rate (WARR): 46.67% Weighted Average Life (WAL): 3.7 years In addition to base case analysis, Moody's ran additional scenarios where outcomes could diverge from the base case. The additional scenarios consider one or more factors individually or in combination, and include: defaults by obligors whose low ratings or debt prices suggest distress, defaults by obligors with potential refinancing risk, deterioration in the credit quality of the underlying portfolio and lower recoveries on defaulted assets. Methodology Used for the Rating Action: The principal methodology used in these ratings was "Moody's Global Approach to Rating Collateralized Loan Obligations" published in December 2021. Factors that Would Lead to an Upgrade or Downgrade of the Ratings: The performance of the rated notes is subject to uncertainty. The performance of the rated notes is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The Manager's investment decisions and management of the transaction will also affect the performance of the rated notes. PARLEMENT TECHNOLOGIES: Seeks Chapter 11 Bankruptcy --------------------------------------------------- Becky Yerak of The Wall Street Journal reports that the ex-owner of Parler social-media app, Parlement Technologies, files for Chapter 11 bankruptcy. The former parent of Parler, the social network popular among conservatives when former President Donald Trump was kicked off major social-media platforms around the time of the 2021 U.S. Capitol attack, has filed for bankruptcy. Nashville, Tenn.,-based Parlement Technologies sought protection from creditors Monday in the U.S. Bankruptcy Court in Wilmington, Del., with assets and liabilities of $10 million to $50 million. About Parlement Technologies Parlement Technologies is a technology services company serving businesses and organizations of all sizes. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10755) on April 15, 2024. In the petition signed by Craig Jalbert as chief restructuring officer, the Debtor disclosed up to $10 million to $50 million in both assets and liabilities. Hon. Craig T. Goldblatt oversees the case. The Debtors tapped Bielli & Klauder as bankruptcy counsel. PEER STREET: Class 15 Unsecured Claims Unimpaired in Plan --------------------------------------------------------- Peer Street, Inc., et al., submitted an Amended Combined Disclosure Statement and Joint Chapter 11 Plan. By the Plan, the Debtors will transition management of the run-off of their mortgage assets to Colchis, an affiliate of the Pacific Creditors, liquidate the Non-Loan Assets, wind-down their corporate affairs, and make distributions to Fractional Loan, Pocket, and OppFund investors and their other creditors. The Plan implements four primary objectives. First, the Plan provides for the immediate return to Peer Street investors of the vast majority of the Debtors' cash on hand. * Investors in the Debtors' "Pocket 1 Month," "Pocket 3 Month," "OppFund" and "Portfolio" products will immediately receive all cash, net of allocated expenses described herein, associated with those investment products in a first and final distribution. * Investors in the Debtors' "Fractional Note" and OppFund products will receive the proceeds of their underlying loans, net of (a) allocated expenses described herein, and (b) funds that may be "loaned," on a short-term basis and at a market interest rate, to assist with the run-off of unliquidated loans. This short-term "loan" is referenced in the Plan as the "Funding Pool," and will be repaid from the proceeds of future loan liquidations. However, if an outside exit facility is obtained, which is the Committee's preferred option and contemplated by the Plan, the Funding Pool will not be necessary and the cash that would have otherwise been loaned for that purpose will be immediately returned to investors, possibly subject to a customary reserve mechanism to ensure that costs are shared and recovered as contemplated by the Plan. * If a loan is liquidated after the Plan becomes effective (referred to in the Plan as the "Effective Date"), the distribution to corresponding Fractional Loan or OppFund investors will be made immediately. If the loan is not liquidated, the distribution to investors will be made when the loan is liquidated. Second, the Plan provides for the ordinary course run-off of unliquidated loans (including associated REO properties) under the supervision of an experienced, third-party asset manager. Specifically, the Debtors will transition management of their mortgage loan assets to Colchis Capital Management LP. Colchis is an affiliate of the Pacific Creditors, which are the largest investors in the Fractional Loan product. Colchis will manage the run-off of performing mortgage loans and resolve non-performing and REO properties in accordance with customary industry practices and standards. This run-off process will be subject to ultimate oversight by an Advisory Committee comprised of Fractional Loan investors. Colchis is entitled to reimbursement of expenses and compensation of: an Asset Management Fee of 1.5% of UPB per annum of loans or REO that are not liquidated as of the Effective Date; a Performance fee of 2% of collections (which is reduced by the Asset Management Fee and Specified Expenses incurred for Colchis); and an up-front Structuring Fee of 0.5% of UPB of loans or REO that are not liquidated as of the Effective Date. Third, the Plan recognizes the unfortunate reality that the Debtors are highly insolvent, and do not have an independent means to pay the costs associated with the chapter 11 process, the liquidation of the Debtors' assets, and the wind-down and run-off of the unliquidated loan portfolio. All of the Debtors' assets will be distributed to creditors under the Plan and, therefore, these costs must be borne by the Debtors' creditors. The Plan proposed to allocate these costs among creditors as follows: * The ordinary course costs incurred to operate the Debtors' business (e.g., paying employee salaries, maintaining leases and office space, running the technology platform) will be allocated between Magnetar, the Debtors' secured lender, and the investors to the extent that their investments are backed by loan assets. These costs are referred to in the Plan as "OpEx." The OpEx allocated to investors is estimated to be $6,239,748, representing approximately 2.9% of UPB for Fractional Loan investors. The remaining OpEx, estimated to be $6,139,083, is being paid for with Magnetar's Cash Collateral. * The restructuring costs incurred in connection with the bankruptcy (e.g., legal counsel fees, financial advisory fees) will be allocated between Magnetar and all investors in the Debtors' investment products. These costs are referred to in the Plan as "Restructuring Costs." As between Peer Street investors, the Restructuring Costs will be allocated ratably based on the face value of the assets associated with each investment product (including cash). The Restructuring Costs allocated to Peer Street investors are estimated to be $17,552,326. The remaining Restructuring Costs, estimated to be $2,996,297, are being paid for with Magnetar's Cash Collateral. This equates to an allocation of approximately 6.6% of UPB for Fractional Loan investors. * In addition to the above allocation of Restructuring Costs and OpEx, investors in loans or REO properties that are not liquidated during the bankruptcy will directly bear the go-forward costs of servicing those assets on a go-forward basis. These costs will include the cost of borrowing money to fund payments that must be made on behalf of these investors before the corresponding assets are liquidated. If the funds are borrowed from the Funding Pool (which is described below), the borrowing cost is expected to be 14.2% per annum. If the funds are borrowed from a third-party exit lender, the borrowing costs will be disclosed in the Plan Supplement but is expected to be approximately 12.3% per annum (plus costs that are estimated to make the effective interest rate approximately 14.2% in the first year of the loan). Fourth, the Plan provides no distribution or recovery to the Debtors' equity investors (e.g., the venture capital funds that invested in the Debtors' business) or the Debtors' executives. Proceeds of non-loan assets are being paid to Magnetar or other creditors in accordance with their respective legal rights. The Debtors' employees and other parties associated with the Debtors' business and the bankruptcy case will receive limited releases under the Plan in exchange for their contributions to the bankruptcy cases generally and the formulation of the Plan. The Plan contemplates that the Debtors will wind-down their corporate affairs and that Peer Street will eventually cease to exist. Class 4: General Unsecured Claims against all Debtors other than REO Debtors are impaired. Approximately $18 million noncustomer claims have been filed against all Debtors in the aggregate. The Debtors estimate approximately $7.7 million of claims at Peer Street, Inc. ("PSI") and $5.5 million of claims at PS Funding Inc. ("PSFI") and de minimis amounts for the other Debtors. PSI will recover ~0-26%, PSFI will recover ~0-16% and other Debtors will recover ~0% of their claims. Holders of General Unsecured Claims against a Debtor will receive their pro rata share of that Debtor's Distributable Cash, if any. "Distributable Cash" will mean, for each Debtor, all of the Debtor's cash after (i) Payment in Full or satisfaction of the First Tier Claims against that Debtor and (ii) funding of the Corporate Debtor Reserve or Wind-Down Reserve, as applicable; provided, however, that Distributable Cash will not include Cash Collateral or the proceeds of any collateral securing an Other Secured Claim, unless the allowed amount of such claims have been paid in full; provided, further, that Distributable Cash will not include cash to be distributed, directly or indirectly, to holders of MPDN Claims, PDN Claims, RWN Claims or FBO Account Claims, until all such claims that are Allowed have been paid in full. Class 15: General Unsecured Claims Against REO Debtors are unimpaired. Holders of General Unsecured Claims against the REO Debtors will receive payment in full on the latest of the Effective Date, the date on which such claim would have been paid by the Debtors in the ordinary course of business, and the date such claim is Allowed. Co-Counsel for the Debtors: Joseph Barry, Esq. Ryan M. Bartley, Esq. S. Alexander Faris, Esq. Shella Borovinskaya, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 -and- P. Bradley O'Neill, Esq. Caroline Gange, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 Tel: (212) 715-9511 Fax: (212) 715-8000 A copy of the Amended Combined Disclosure Statement and Joint Chapter 11 Plan dated April 24, 2024, is available at https://tinyurl.ph/eHkvm from PacerMonitor.com. About Peer Street Peer Street, Inc., is a technology platform that democratizes access to real estate debt investments. The company's unique technology-driven marketplace enables investors to diversify their capital in a fixed-income asset class that had previously been difficult for individuals to access. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10815) on June 26, 2023. In the petition signed by Brewster Johnson, president, the Debtor disclosed up to $100 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped Joseph Barry, Esq., at Young Conaway Stargatt and Taylor, LLP represents the Debtor as legal counsel, Kramer Levin Naftalis and Frankel LLP as co-bankruptcy counsel, Stretto, Inc. as claims and noticing agent, and Piper Sandler is broker. PIZZA PALS: Wins Cash Collateral Access Thru May 29 --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized Pizza Pals LP to use cash collateral on an interim basis, in accordance with the budget, with a 5% variance, through May 29, 2024. The Debtor requires the use of cash collateral for materials, payroll and general operating expenses. Revenue is generated through the Debtor's pizza parlor business. A search in the Texas Secretary of State shows an allegedly secured position is held by the Internal Revenue Service (UCC Filing No. 23-0046035811). A search in the Colorado Secretary of State shows that allegedly secured positions are held by: (1) U.S. Small Business Administration (UCC Filing No. 20202087542); (2) Corporation Service Company, as Representative (UCC Filing No. 20232052403); (3) C T Corporation System, as Representative for Unknown Creditor (UCC Filing No. 20232062610); (4) ASSN Company (UCC Filing No. 20232085577); (5) CHTD (UCC Filing No. 20232086233); (6) Corporation Service Company, as Representative (UCC Filing No. 20232110404); (7) Superfast Capital Inc. (UCC Filing No. 20232113644); (8) CE Financial Solutions LLC (UCC Filing No. 20242003324/20242003336). As to Pizza Pals of Lakewood LLC, there are no liens recorded with the Texas Secretary of State. A search in the Colorado Secretary of State shows that allegedly secured positions are held by (1) CHTD Company (UCC Filing No. 20232086233) and (2) C T Corporation System, as Representative for Unknown Creditor (UCC Filing No. 20232062610). The loans are secured by current and future accounts receivables, various pieces of inventory and equipment at Debtors' businesses, pursuant to the filed UCC liens that have been filed. As adequate protection for the use of cash collateral, the lenders are granted replacement liens on all post-petition cash collateral and postpetition acquired property to the same extent and priority they possessed as of the Petition Date only as to the diminution in value of their lien. The holders of allowed secured claims with a perfected security interest in cash collateral will be entitled to a replacement lien in post-petition accounts receivable, contract rights, and deposit accounts to the same extent allowed and in the same priority as those interests held as of the Petition Date. A final hearing on the matter is set for May 29, 2024 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=0Mjhxw from PacerMonitor.com. About Pizza Pals LP Pizza Pals LP owns and operates an Italian chain buffet. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-31251) on April 30, 2024. In the petition signed by Pat Williamson, partner, the Debtor disclosed $41,144 in assets and $2,777,727 in debts. Judge Scott W. Everett oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor as legal counsel. PRIME CAPITAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Prime Capital Ventures, LLC c/o Paul A. Levine, as Receiver Lemery Greisler LLC 677 Broadway, 8th Floor Albany, NY 12207 Business Description: Prime Capital is an investment firm. Chapter 11 Petition Date: May 14, 2024 Court: United States Bankruptcy Court Northern District of New York Case No.: 24-10531 Debtor's Counsel: Stephen A. Donato, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202 Tel: (315) 218-8000 Email: sdonato@bsk.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $100 million to $500 million The petition was signed by Paul A. Levine as receiver. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NQ2DEEI/Prime_Capital_Ventures_LLC__nynbke-24-10531__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. 135 Railroad, LLC $400,000 5900 Balcones Drive Suite 100 Austin, TX 78731 2. 1800 Park Avenue LLC Money Loaned $5,000,000 1800 Park Avenue East Renville, MN 56284 3. 3D Lundy Ltd. $1,563,563 3 Clinton Square Albany, NY 12207 4. 526 Murfreesboro, LLC Money Loaned $4,312,500 526 Murfreesboro Pike Nashville, TN 37217 5. B and R Acquisition $550,000 Partners LLC P.O. Box 1 Essex, MO 63846 6. Brightsmith Tulsa LLP $80,000 1821 N. Collins Avenue Okmulgee, OK 74447 7. Camshaft CRE 1 LLC $12,400,000 16850 Collins Avenue #112408 Sunny Isles Beach, FL 33160 8. Caruso Home Builders, LLC Money Loaned $1,150,000 19 Railroad Place, Suite 201 Saratoga Springs, NY 12866 9. Compass-Charlotte Money Loaned $15,902,250 1031, LLC 631 Dickenson Avenue Greenville, NC 27834 10. ER Tennessee LLC Money Loaned $15,000,000 381 Park Avenue Suite 1101 New York, NY 10016 11. HCW Biologics Inc. $5,250,000 3300 Corporate Way Hollywood, FL 33025 12. Keeler Mercedes Benz Repair Services $30,000 1111 Troy Schenectady Road Latham, NY 12110 13. Motos America Inc. $3,000,000 3131 W. 2210 S. Salt Lake City, UT 84119 14. Newlight Technologies, Inc. Money Loaned $2,500,000 14382 Astronautics Drive Huntington Beach, CA 92647 15. Onward Holdings Ltd. $4,000,000 5152 N. Edgewood Drive, Suite 375 Provo, UT 84604 16. Robert Sturm Breach of $2,000,000 c/o Hinckley, Allen & Contract Claim Snyder LLP 30 South Pear Street, Suite 901 Albany, NY 12207 17. Sheppard Mullin Services $171,062 Richter & Hampton LLP Performed 333 South Hope Street, 43rd Floor Los Angeles, CA 90071-1422 18. Sheppard Mullin Services $8,446 Richter & Hampton LLP Performed 333 South Hope Street, 43rd Floor Los Angeles, CA 90071-1422 19. The Wallick Family $175,000 2022 Trust P.O. 267 Okmulgee, OK 74447-0267 20. Truss Financial LLC Money Loaned $3,900,000 450 West Nyack Road, Suite 310 West Nyack, NY 10994 PUERTO RICO: PREPA Bondholders Wants Bigger Payouts --------------------------------------------------- Michelle Kaske of Bloomberg News reports that bondholders of Puerto Rico's bankrupt power utility are pushing for the court to increase what they stand to recover as new projections show the company's revenue is likely to outstrip expectations due to higher electricity consumption. US District Court Judge Laura Taylor Swain is reviewing a restructuring plan that would cut by about 75% the obligations of Puerto Rico's Electric Power Authority, called Prepa. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/17-01578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains the case Website https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. QHT-US INC: Wins Cash Collateral Access Thru May 21 --------------------------------------------------- The U.S. Bankruptcy Court for the Central District of Utah, Central Division, authorized QHT-US Inc. to use cash collateral on an interim basis, through May 21, 2024, in accordance with the terms previously authorized in the Interim Order Authorizing the Use of Cash Collateral. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to cover ordinary and necessary operating expenses in accordance with the budget, with a 10% variance. The creditors that assert an interest in the Debtor's cash collateral are RFFC Financial LLC, Everett Business Financing, and Empire Recovery Solutions. The Debtor believes that RFFC Financing LLC's secured claim has priority over the interest of the other Cash Collateral Creditors. And because the value of the Pre-Petition Cash Collateral is substantially less than the amount of RFFC's claim, the Debtor believes that RFFC will be the sole Cash Collateral Creditor that will, ultimately, be treated has having a secured claim in the Pre-Petition Cash Collateral. The court ruled that to the extent that the value of the Debtor's post-petition cash, deposit accounts, accounts receivable, inventory, and work in process falls below $109,715, RFFC will be entitled to seek immediate relief from the Court to modify the terms of, or terminate, the Debtor's continued use of cash collateral. A further hearing on the matter is set for May 21 at 10:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=jKF3lz from PacerMonitor.com. About QHT-US, Inc. QHT-US, Inc. is a family owned healthy lozenge manufacturer located in Utah. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-21569) on April 8, 2024. In the petition signed by John W. Taylor, president/CEO, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Kevin R Anderson oversees the case. Adam S. Affleck, Esq., at Richards Brandt Miller Nelson, oversees the case. R&W CLARK CONSTRUCTION: Wins Cash Access Thru May 31 ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized R&W Clark Construction, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through May 31, 2024. As previously reported by the Troubled Company Reporter, three creditors may assert a security interest in and to the Debtor's assets: a. The Illinois Department of Employment Security asserts a security interest in the Collateral based upon the filing of notices of lien filed for the time period from February 11, 2004 through December 11, 2018. The IDES asserts a secured claim in the amount of $294,758. b. The Internal Revenue Service asserts a security interest in the Collateral based upon the filing of notices of lien filed for the time period from August 7, 2012 through February 23, 2023. The IRS asserts a secured claim in the amount of $1,210,075. c. The U.S. Small Business Administration asserts a security interest in the Collateral by virtue of a UCC Financing Statement filed with the Illinois Secretary of State on March 12, 2021 related to two Notes, dated February 26, 2021 and September 7, 2021 in the amounts of $150,000 and $500,000, respectively. The current balance due the SBA is $650,000. Based upon the IDES' and the IRS' higher priority lien claims in and to the Collateral, there exists no equity in the Collateral to support the SBA's secured claim. The court said as adequate protection, the IDES, the IRS and any other lien claimants are granted valid and perfected replacement liens in and to post-petition cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral (excepting avoidance actions of the estate) to the same extent and with the same priority as held prepetition. A further hearing on the matter is set for May 29 at 10 a.m. A copy of the court's order is available at https://urlcurt.com/u?l=cDlEk7 from PacerMonitor.com. About R&W Clark Construction R&W Clark Construction, Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-03279) on March 11, 2023. In the petition filed by Richard Clark, president and sole shareholder, the Debtor reported up to $50,000 in assets and up to $10 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Gregory K. Stern, PC as counsel and Ziegler & Associates, Ltd. as accountant. R1 RCM: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on R1 RCM Inc., as well as all issue-level and recovery ratings. The stable outlook reflects S&P's expectation the company will see elevated leverage above 5x in 2024 from multiple temporary burdens on EBITDA and deleverage more than a turn by 2025 to well below 5x. S&P expects the external cybersecurity events will not significantly hurt the company's base operations nor its pipeline, allowing it to successfully onboard several large end-to-end clients, as well as continue to achieve its expected synergies from Cloudmed and Acclara and expand organically over the next 12 months. S&P said, "The affirmation reflects our view that the above 5x leverage in 2024 is temporary and unusual, reflecting multiple low-probability events occurring simultaneously and not the company's ability to produce EBITDA nor a shift in financial policy. R1 is currently navigating multiple complex issues, including the fallout from the Change Healthcare cyberattack, the Ascension cyber security event, ramping up the Providence contract, integrating the Acclara acquisition, servicing a client in bankruptcy, and considering a take-private transaction. Though we consider the cyberattacks to be temporary and out of the company's control, it will need to tackle them while it continues to onboard new end-to-end customers—including Providence Health, Sutter Health, Scion Health, and St. Clair Health—and realize synergies from both Cloudmed and Acclara. Excluding the impact of the cyberattacks, we expect the customer onboarding and integrations to temporarily elevate adjusted debt to EBITDA to the mid- to high-4x area and then subsequently settling below 4x in 2025. Following the cyberattacks, we expect S&P Global Ratings-adjusted leverage to peak to above 5x in 2024, with the potential it could increase more if events are worse than our expectations. However, we expect leverage to improve by over a turn in 2025 and believe the risk of releveraging beyond 5x is low, considering R1 typically retains solid cushion for the rating in its leverage metrics, ending several years below 4x. Given the current burden on the company, some of which is self-inflicted, we think R1 has limited capacity to pursue incremental debt-funded acquisitions until leverage is well below 5x." The Acclara acquisition and Providence contract onboarding is temporary but results in substantially higher leverage relative to 2023. R1—through its acquisition of Acclara—entered into a 10-year agreement to be the exclusive provider of Providence Health's end-to-end technology-enabled solution suite across all of its care settings. S&P said, "In the first year following the transaction, we expect the costs to ramp up the Providence contract to essentially offset the acquired EBITDA from Acclara. Over time, we expect the contributions from R1's end-to-end relationship with Providence will exceed the acquired revenue from Acclara. We also expect the company's costs to achieve synergies from the Acclara acquisition to offset the benefit from those synergies in 2024, and we anticipate it will realize overall benefits in 2025." S&P said, "We view the simultaneous Change and Ascension cyber events as temporary, low probability events, and we continue to incorporate R1's customer concentration as a key credit risk. We expect these to cause only a temporary rise in leverage and would view elongated elevated leverage above 5x as incongruent with the 'B+' rating." Change Healthcare's Feb. 21 cyberattack is expected to have an impact on R1 RCM through early 2025, with approximately 50% of customers' volume flowing through the affected vendor. While the Change cyberattack has no immediate effect on net operating fees besides quarterly fluctuations, S&P expects the outage to diminish R1's incentive fees related to cash, accounts receivables (AR), and denial key performance indicators (KPIs) throughout 2024. The company noted the impact from the outage will be approximately $20 million in revenue and $25 million in EBITDA, with the additional costs related to the manual efforts that it will require to tackle the backlog of claims. In addition to the direct impact of the Change cyberattack, R1 noted its plans to tackle vendor dependency. S&P said, "As such, in addition to the technology and automation investments the company is already making, we expect it to invest in further automation as it rebuilds rules to integrate with new vendors selected internally as well as by providers. While we view this as strengthening the business fundamentals and enhancing the company's ability to react to future cyber events of vendors or customers, the additional costs will weigh down an already pressured EBITDA." On May 8, Ascension Health Alliance, expected to account for about 30% of R1's 2024 revenue, announced it had experienced a cyber security event. S&P said, "Although R1 disconnected its systems from Ascension's, we expect the event could further hurt incentive fees and working capital, in addition to the impact of the Change attack. We expect net operating fees from Ascension to be slightly affected due to the hospital chain having to turn down or delay treatments for some patients. The full impact of this event remains unknown at this time, and we will continue evaluating the situation as events unfold." S&P said, "We view the headwinds related to Acclara and the customer bankruptcy as more typical for an RCM company but also temporary. We view the lowered revenue guidance related to Acclara, reflecting the tackling of less profitable contracts and solutions, as a common post-acquisition occurrence. Meanwhile, the May 6 bankruptcy filing of a large private for-profit health care network (accounting for $45 million of R1's modular services revenue) is not an occurrence we view as highly unusual, especially given R1's customer portfolio that includes providers or health systems (e.g., Quorum and American Physician Partners) that have recently experienced duress or have been struggling to improve the operating performance of their facilities. R1's contract in this bankruptcy case is for higher margin, but less sticky modular services; however, we expect R1 to continue to service the contract because the customer has designated revenue cycle vendors as being critical to the operations and all outstanding receivables have been fully reserved. Additionally, the risk to financials is mitigated by multiple provisions for doubtful accounts in recent periods. "Separately, credit metrics could weaken if the financial sponsors increase their stake in the company, though we currently view this as uncertain. On May 6, R1 RCM provided a waiver and agreed to let its two biggest shareholders, private-equity firm New Mountain Capital and TCP-ASC, an investment vehicle jointly owned by Ascension Health Alliance and investment funds affiliated with TowerBrook Capital Partners, hold talks on a potential joint buyout of the revenue-cycle management provider. If private equity sponsors to acquire R1's public float through what amounts to a take-private transaction, we expect R1 would maintain a more aggressive financial policy, which could pressure its credit quality. "The stable outlook reflects our expectation the company will see elevated leverage above 5x in 2024 as it tackles the fallout of multiple low-probability events occurring at once and deleverage more than a turn by 2025 to well below 5x. We expect these events will not substantially affect the company's base operations nor its pipeline, allowing it to successfully onboard several large end-to-end clients, as well as continue to achieve its expected synergies from Cloudmed and Acclara and expand organically over the next 12 months. "We could lower our rating on R1 if we expect it will sustain debt leverage of more than 5x for a prolonged period. This could occur if the company experiences a long-term impact on its pipeline or operating fees due to the current headwinds or if R1's EBITDA growth underperforms our expectations due to difficulties onboarding customers or realizing expected synergies from Cloudmed and Acclara. It is less likely that we will lower our rating solely due to temporary expenses related to the onboarding of new large customers because we would view this temporary elevation of leverage as a longer-term positive development. Finally, we could lower the rating if the company becomes more aggressive in its pursuit of debt-financed acquisitions or if the company takes on incremental debt as part of its sponsors' take-private transaction. "An upgrade is unlikely within the next several quarters. We could consider raising our rating on R1 if we believe it will sustain S&P Global Ratings-adjusted leverage of below 4x and its sponsors plan to relinquish control over the medium term. We would also require continued contract wins and further reductions in its customer concentration before raising our rating." RAI INC: Seeks Continued Cash Collateral Access ----------------------------------------------- R.A.I., Inc. asks the U.S. Bankruptcy Court for the District of Colorado to continue using cash collateral on a final basis, in accordance with the budget along the same terms as the Final Order. As previously reported by the Troubled Company Reporter, in consideration of its consent to the Debtor's continued use of cash collateral in the ordinary course of the Debtor's business, the Debtor agreed to make adequate protection payments to Mountain Valley Bank in the amount of$4,000 per month, with the first payment due February 1, 2024 and continuing on the first day of each month for so long as the Debtor is authorized to use cash collateral. As adequate protection, Mountain Valley Bank was granted an automatically perfected, first priority lien and security interest in cash collateral including, but not limited to, all accounts, contract rights and accounts receivable generated by the Debtor post-petition. Mountain Valley Bank was granted a superpriority administrative claim pursuant to 11 U.S.C. Sections 361(2), 363(c)(2), 364(d)(1), 503(b)(1), and 507(b) to the extent the Debtor's use of cash collateral results in a decrease in the value of Mountain Valley Bank's interest in cash collateral. The events that constitute an "Event of Default" are: i. Failure to timely pay any of the Adequate Protection Payments; ii. Failure to comply with the reporting of information provided under the Order; iii. The conversion of the bankruptcy case to a case under Chapter 7; iv. The appointment of a Trustee (other than the Subchapter V Trustee)in the bankruptcy case; v. The failure of the Debtor to maintain in good condition any equipment in which Mountain Valley Bank has a security interest; vi. The failure of the Debtor to stay current on post-petition taxes; and vii. The failure of the Debtor to maintain insurance on the Mountain Valley Bank collateral, as required by the underlying loan documents. A copy of the motion and budget is available at https://urlcurt.com/u?l=gtNgYB from PacerMonitor.com. The Debtor projects $175,000 in total income and $112,425 in total cash out for July 2024. About RAI Inc. RAI Inc. is a Colorado corporation with operations based in Steamboat Springs, Colorado and was formed in 2008. The Debtor is primary areas of business are excavation, street construction, and general construction. The Debtor also engages in snow removal in the winter months. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-16014-JGR) on December 28, 2023. In the petition signed by Scott Owens, general manager, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Joseph G. Rosania, Jr. oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., represents the Debtor as legal counsel. RED LOBSTER: In Desperate Bid to Prevent Bankruptcy --------------------------------------------------- Jena Warburton of Longview News Journal reports that nationwide restaurant chain Red Lobster is on a desperate bid to avoid bankruptcy. Red Lobster, which operates about 700 restaurant locations nationwide, is no stranger to running deals to attract customers. Its fan-favorite cheddar biscuits has something of a cult following among foodies on social media, and it regularly hails some kind of deal for seafood or entrees for limited times. In 2023, however, Red Lobster got a little too overzealous and began offering an unlimited shrimp deal, and customers more than took advantage of it. The Ultimate Endless Shrimp promotion allowed guests to order different types of unlimited shrimp dishes, like Garlic Shrimp Scampi or Shrimp Linguini Alfredo, for just $20. It then hiked the price to $22, then again to $25. But the damage had been done. New foot traffic hadn't been meaningfully boosted, and it couldn't stave its losses. When all was said and done, Red Lobster estimated its endless shrimp promotion had resulted in an approximately $11 million in operating loss for Q3 2023. "We knew the price was cheap, but the idea was to bring more traffic in the restaurants," Thai Union CFO Ludovic Regis Henri Garnier said in the Q3 earnings call. "So we wanted to boost our traffic, and it didn't work." Later in 2023, parent company Thai Union announced it would exit Red Lobster, citing "negative financial contributions to Thai Union and its shareholders." Red Lobster struggles amid bankruptcy fears Now, Red Lobster is reportedly considering filing for Chapter 11 bankruptcy as it continues to reel from its financial losses. Filing for Chapter 11 may help Red Lobster terminate some of its more expensive or longer leases around the country, as well as restructure some debt. Though recent reports indicate Red Lobster isn't set on bankruptcy just yet, as it is also seeking a new buyer to help take it over and mitigate some of its financial struggles. However, establishing a buyer won't necessarily guarantee the chain avoids bankruptcy. It's not clear who might buy Red Lobster. One buyer may have been initially interested in the seafood chain but has since fallen through, according to multiple reports. Red Lobster is currently working with the commercial law firm King & Spalding for advisory and restructuring counsel. About Red Lobster Restaurants Red Lobster Hospitality, LLC, is an American casual dining restaurant chain headquartered in Orlando, Florida. The company has operations across most of the United States (including Puerto Rico and Guam) and Canada, as well as in China, Ecuador, Hong Kong, Japan, Malaysia, Mexico, Philippines, Turkey and the United Arab Emirates; as of June 23, 2020, the company had 719 locations worldwide. RED LOBSTER: Reportedly Mulling Chapter 11 Filing ------------------------------------------------- Reshmi Basu of Bloomberg News reports that seafood restaurant chain Red Lobster is mulling a Chapter 11 bankruptcy filing as it looks to restructure its debt, according to people with knowledge of the matter. Red Lobster has been getting advice from law firm King & Spalding, said the people, who asked not to be identified discussing a private matter. The dining chain is considering a possible Chapter 11 filing to shed some long-term contracts and renegotiate a swath of leases, the people said. Red Lobster is reportedly considering bankruptcy to deal with leases and labor costs. Its cash flows have been weighed down by onerous leases and labor costs, among other issues. Red Lobster brought in Jonathan Tibus as its new CEO in March. Tibus is a veteran in developing and implementing restructuring plans at underperforming restaurants, retail and hospitality companies and has led numerous restructuring efforts. Fox Business recently reported that Red Lobster is closing dozens of locations nationwide as the company struggles to stay above water. The company announced that it would be "auctioning off 50+ locations across the country," and restaurant liquidation company TageX Brands announced it would be overseeing the sale of equipment at the various closing locations. About Red Lobster Restaurants Red Lobster Hospitality, LLC is an American casual dining restaurant chain headquartered in Orlando, Florida. The company has operations across most of the United States (including Puerto Rico and Guam) and Canada, as well as in China, Ecuador, Hong Kong, Japan, Malaysia, Mexico, Philippines, Turkey and the United Arab Emirates; as of June 23, 2020, the company had 719 locations worldwide. REVA HOSPITALITY: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Reva Hospitality Wylie, LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, for authority to use cash collateral and provide adequate protection. The Debtor has no outside sources of funding available to it and must rely on the use of cash collateral to continue its operations. Immediately after filing the instant case, the Debtor's principal, Mehul Gajera, underwent surgery and has been recovering for several weeks. This request was not made sooner as a result of Mr. Gajera's health concerns. The Debtor has an immediate need to use the cash collateral of the U.S. Small Business Administration and First National Bank, the Debtor's secured creditors claiming liens on Debtor's personal property including accounts. The Debtor can adequately protect the interests of the Secured Lenders as set forth in the proposed Interim Order for Use of Cash Collateral by providing the Secured Lenders with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. A copy of the motion is available at https://urlcurt.com/u?l=Jy0Zbk from PacerMonitor.com. About Reva Hospitality Wylie Reva Hospitality Wylie, LLC, doing business as Holiday Inn Express Wylie, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30973) on April 1, 2024, with $1 million to $10 million in both assets and liabilities. Mehul Gajera, manager, signed the petition. Judge Scott W. Everett oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney PLLC represents the Debtor as bankruptcy counsel. SALISH COAST: Court Approves Disclosure Statement ------------------------------------------------- Judge Timothy W. Dore has entered an order that the Disclosure Statement of Salish Coast Enterprises, Inc., dba Skagit Valley Malting, is approved. May 31, 2024, at 5:00 p.m. P.S.T. is fixed as the last day for submitting ballots accepting or rejecting the Plan. A hearing to consider confirmation of the Plan will be held on June 21, 2024, at 9:30 a.m. before the Honorable Timothy Dore, United States Bankruptcy Court, Courtroom 8106, 700 Stewart Street, Seattle, Washington. Objections to the Plan must be served and filed by no later than May 31, 2024. General Bankruptcy Counsel for Debtor: Merle C. Meyers, Esq. Kathy Quon Bryant, Esq. MEYERS LAW GROUP, P.C. 100 Shoreline Highway, Suite B160 Mill Valley, CA 94941 Tel: (415) 362-7500 E-mail: mmeyers@meyerslawgroup.com kquonbryant@meyerslawgroup.com Local Counsel for Debtor: Aditi Paranjpye, Esq. CAIRNCROSS & HEMPELMANN 524 Second Avenue, Suite 500 Seattle, WA 98104-2323 Tel: (206) 587-0700 E-mail: aparanjpye@cairncross.com A copy of the Order dated April 24, 2024, is available at https://tinyurl.ph/PPwVa from PacerMonitor.com. About Salish Coast Enterprises Salish Coast Enterprises, Inc. is a craft malthouse in Burlington, Wash. Salish Coast Enterprises filed Chapter 11 petition (Bankr. W.D. Wash. Case No. 23-12026) on Oct. 20, 2023, with $1 million to $10 million in both assets and liabilities. David Green, chief executive officer, signed the petition. Judge Timothy W. Dore oversees the case. The Debtor tapped Meyers Law Group, PC as bankruptcy counsel and Cairncross & Hempelmann, PS as local counsel. SARC TN: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: SARC TN - Goodlettsville, LLC 718 W. Business Highway 60 Dexter, MO 63841 Chapter 11 Petition Date: May 10, 2024 Court: United States Bankruptcy Court Eastern District of Missouri Case No.: 24-10253 Judge: Hon. Brian C. Walsh Debtor's Counsel: Spencer Desai, Esq. THE DESAI LAW FIRM 13321 North Outer Forty Road Suite 300 Chesterfield, MO 63017 Tel: 314-666-9781 Email: spd@desailawfirmllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steven M. Caton as manager. 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/KGJJBGA/SARC_TN_-_Goodlettsville_LLC__moebke-24-10253__0001.0.pdf?mcid=tGE4TAMA SCHOFFSTALL FARM: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Schoffstall Farm, LLC d/b/a Spring Gate Winery a/k/a Spring Gate Brewery a/k/a Spring Gate Vineyard a/k/a Spring Gate 5790 Devonshire Road Harrisburg, PA 17112 Chapter 11 Petition Date: May 14, 2024 Court: United States Bankruptcy Court Middle District of Pennsylvania Case No.: 24-01219 Judge: Hon. Henry W. Van Eck Debtor's Counsel: Robert E. Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY PC 2320 N. Second St. Harrisburg, PA 17110 Tel: (717) 238-6570 Email: rec@cclawpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Martin L. Schoffstall as 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/CF7CXQY/Schoffstall_Farm_LLC__pambke-24-01219__0001.0.pdf?mcid=tGE4TAMA SEAWORLD PARKS: S&P Upgrades ICR to 'BB' on Sustained Low Leverage ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on SeaWorld Parks & Entertainment Inc. to 'BB' from 'BB-'. At the same time, S&P assigned its 'BB' issuer credit rating to United Parks, the ultimate parent company of the borrower and operating subsidiary SeaWorld Parks & Entertainment Inc. S&P said, "We also raised our issue-level ratings by one notch, reflecting our upgrade of the company. "The stable outlook reflects our expectation that United Parks will sustain leverage in the high-2x to low-3x area over the next 12 months, including the potential for leveraging acquisitions or shareholder returns. "The upgrade reflects our expectation the company will maintain leverage under 3.75x. Attendance at United Parks' properties in 2023 remained about 4.5% below 2019 levels, primarily due to lower international attendance. In the first quarter of 2024, attendance increased by 2.1% year over year, primarily driven by favorable impacts from a calendar shift, offset by negative impacts from unfavorable weather conditions during peak periods. While international visitation improved meaningfully in the quarter compared with 2023, it remains about 35% below 2019 levels. In 2024, we believe attendance will improve slightly, driven by higher group bookings and new park attractions. We also expect international attendance, which historically was about 10% of total attendance, will continue to recover over time, but will lag 2019 levels for the remainder of the year." Although weather continues to have a negative impact on attendance recovery, per-capita spending has remained high due to resilient consumer spending. Excluding revenue impacts related to its international services agreements, in-park per capita spending increased 4.0% in the first quarter of 2024. Admission per capita decreased in the quarter primarily due to the net impact of the admissions product mix. As a result of continued price increases on season passes and higher group bookings, the company said on their earnings call that deferred revenue is up 1.4% in April. S&P expects low-single-digit per capita spending growth in 2024. Furthermore, the company identified around $85 million of cost efficiencies it expects to realize in the next two years to combat margin degradation and we expect margins will expand by approximately 150 to 200 basis points (bps) in 2024. As a result, S&P expects the company will continue to generate substantial free cash flow, resulting in adjusted leverage below 3x this year and supporting the upgrade. S&P said, "Hotel development projects could increase United Parks' leverage relative to our base case. United Parks announced its intention to develop hotels on owned land adjacent to its parks, particularly in destination markets like Orlando, and expects hotels to be a meaningful contributor to EBITDA over time. The company has not disclosed the size of the project, the ownership structure, or potential financing sources, and discussions with development, management, and brand partners are ongoing. While potential development spend on hotels at its parks could increase United Parks' leverage from about 3x as March 31, 2024, we believe it could absorb additional leverage while remaining below our 3.75x downgrade threshold. "United Parks' ownership by Hill Path Capital L.P. and Scott Ross' significant influence on the company's operations, strategy, and capital allocation is a key financial risk, given our view it could result in a more aggressive financial policy that prioritizes shareholder returns. Hill Path, the company's largest shareholder, has maintained its stake in the company and now holds 42.5% of United Parks' outstanding equity as of Dec. 31, 2023, inclusive of shares held personally by Hill Path's founder and managing partner Scott Ross. The company's shareholders recently approved a new $500 million share repurchase authorization, subject to the qualification that Hill Path's ownership stake can not reach 50%. The company repurchased $20.2 million of shares in the first quarter and subsequently repurchased $80.6 million of shares after the end of the quarter. We expect United Parks will continue to use excess cash flow to repurchase shares in 2024, which could result in Hill Path's ownership increasing towards the 50% threshold for a controlled company designation. "We believe Hill Path's investment could result in a more aggressive financial policy than United Parks' publicly traded peers. United Parks currently does not commit to a stated leverage target compared with its peers, which limits further ratings upside in our view. We believe the company would increase its leverage given suitable mergers and acquisition opportunities. If we view United Parks' financial policy as more aggressive depending on actions taken by management and/or if Hill Path's ownership stake and demonstrated influence and control increase, we could designate Hill Path as a financial-sponsor-owned company. This would likely be the result of United Parks issuing debt or debt-like securities that we believe it will use to increase shareholder returns whether through debt-funded share repurchases or sizable debt-funded acquisitions. United Parks' revenue base is concentrated in three states and the company faces some seasonality and weather-related risks. While United Parks has expanded its operations through its opening of SeaWorld Abu Dhabi (2023), the company generates about 90% of revenues from Florida, California, and Virginia with Florida accounting for approximately 59% of sales in 2023. The geographic concentration in Florida subjects United Parks to the risk of local weather disruptions or other adverse events. S&P's rating also incorporates the company's exposure to seasonality. The company generates most of its revenue and EBITDA in the second and third quarters throughout the summer (about half of annual EBITDA historically generated in the second quarter) and experiences more weather-related risks compared with some other leisure operators. S&P said, "The stable outlook reflects our expectation that SeaWorld will sustain leverage in the high-2x to low-3x area over the next 12 months under our current base case of assumptions, including the potential for leveraging acquisitions or shareholder returns. "We could lower our rating if we expect the company's leverage will increase above 3.75x on a sustained basis. This would likely be the result of a prolonged economic downturn causing consumer spending to decline and operating performance at United Parks to deteriorate, or a shift toward a more aggressive financial policy inclusive of significant leveraging M&A activity, hotel development financing, or debt-funded share repurchases. In this latter scenario, if we were to designate United Parks as financial sponsor-owned, we would no longer net cash from leverage, resulting in an increase in our leverage calculation. "Although unlikely, we could raise our rating if the company meaningfully broadens its scale of operations. We would also need to be confident that United Parks is maintaining a disciplined financial policy regarding acquisitions, shareholder returns, and development spending, such that leverage remains below 2.75x." SENESTECH INC: Incurs $1.83 Million Net Loss in First Quarter ------------------------------------------------------------- Senestech, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss and comprehensive loss of $1.83 million on $415,000 of net revenues for the three months ended March 31, 2024, compared to a net loss and comprehensive loss of $2.04 million on $233,000 of net revenues for the three months ended March 31, 2023. As of March 31, 2024, the Company had $5.47 million in total assets, $862,000 in total liabilities, and $4.61 million in total stockholders' equity. Senestech stated, "The reports of our independent registered public accounting firm that accompanies our financial statements for each of the years ended December 31, 2023 and December 31, 2022 contain a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at that time. Specifically, we have incurred operating losses since our inception, and we expect to continue to incur significant expenses and operating losses for the foreseeable future. These prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition. If we encounter continued issues or delays in the commercialization of fertility control products, our expected future losses could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing in the future and continue as a going concern. There are no assurances that such financing, if necessary, will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through additional financings, sales of our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable to continue operations." Management Discussion "I am extremely pleased with the rapid revenue growth during the first quarter of 78%, resulting in record quarterly revenues, driven by the rapid adoption in the marketplace of Evolve, our all-new soft bait product to control rat populations by restricting fertility," commented Joel Fruendt, president and CEO of SenesTech. "During the first quarter, Evolve accounted for more than 50% of sales, as distributors and end customers have quickly understood the benefits our new solution provides." "In addition to the strong performance in the first quarter, we have achieved key commercial and development milestones which help set the stage for the rest of 2024. On the commercial side, we took a significant step forward in the distribution capabilities of Evolve through the launch of a dedicated online store on Amazon, the world's largest online retailer. We also signed agreements with leading manufacturers rep firms to increase Evolve's presence in retailers and industrial suppliers. On the development front, we significantly increased the size of our addressable market through the launch of Evolve Mouse in May 2024. Evolve Mouse is SenesTech's first population control solution outside of rats, highlighting the first step in our long-term product evolution roadmap to bring fertility control solutions to a wide variety of animal pests," Fruendt continued. "The last few months have been the most exciting and productive time in SenesTech's history. We have achieved record quarterly revenues; launched Evolve, which has quickly become our biggest selling product line; expanded our distribution footprint to address key end markets, geographies, and channels; and expanded our addressable market with the launch of our first new rodent line extension. We are extremely pleased with the progress the team has made in 2024 and look forward to the positive impact the many recent initiatives we have implemented will produce," Fruendt concluded. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1680378/000162828024022348/snes-20240331.htm About Senestech Headquartered in Phoenix, AZ, Senestech, Inc. -- www.senestech.com -- has developed and is commercializing products for managing animal pest populations, initially rat populations, through fertility control. The Company currently has two product lines of fertility control products: ContraPest and Evolve. SOLDIER OPERATING: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Soldier Operating, LLC 201 Rue Beauregard, Ste. 202 Lafayette, LA 70508 Chapter 11 Petition Date: May 13, 2024 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 24-50387 Judge: Hon.John W. Kolwe Debtor's Counsel: Bradley L. Drell, Esq. GOLD, WEEMS, BRUSER, SUES & RUNDELL POB 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Fax: (318) 445-6476 Total Assets: $5,615,631 Total Liabilities: $6,089,722 The petition was signed by Matthew Ferguson as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OU3INPA/Soldier_Operating_LLC__lawbke-24-50387__0001.0.pdf?mcid=tGE4TAMA SOUND INPATIENT: Nears Advanced Debt Deal With Lenders ------------------------------------------------------ Jill R. Shah and Reshmi Basu of Bloomberg News reports that Sound Inpatient Physicians Inc. is in advanced discussions with a group of creditors for a deal that would extend the maturities of the hospital staffing firm's first- and second-lien term loans to help stave off a cash crunch, according to people with knowledge of the situation. The deal would also include new funding from the company's private equity sponsor, Summit Partners, and first-lien lenders, said the people, who asked not to identified because the matter is private. The plans are not yet final and could still change, the people added. About Sound Inpatient Physicians Inc. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly owned subsidiaries and affiliated companies. Sound Inpatient's principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and Optum Health. SPARTA US: Moody's Affirms 'B1' CFR & Alters Outlook to Negative ---------------------------------------------------------------- Moody's Ratings has changed Sparta U.S. HoldCo LLC's (dba PQ Corporation) outlook to negative from stable. At the same time, Moody's has affirmed the company's B1 Corporate Family Rating, B1-PD Probability of Default Rating, B1 ratings on the $125 million senior secured revolving credit facility maturing 2026, $750 million senior secured first lien term loan and $70 million delayed draw senior secured first lien term loan due 2028. The negative outlook reflects the company's relatively high debt leverage for a B1 rating, muted free cash flow given large capex plan, as well as Moody's expectation of soft business conditions in the next 12-18 months. The company's market leadership, liquidity buffer and potential earnings increase after silicate capacity expansion are supporting factors for the B1 rating. RATINGS RATIONALE Moody's expects the demand improvement for sodium silicates, specialty silica and zeolite will be modest in 2024 given the soft macroeconomic conditions. Although sales volume have recently picked up in green tire, zeolite detergents, metals and mining applications, demand from chemical, oil and gas, paints and coatings beer and food end markets remains lackluster. Earnings should increase from 2023 low given the slight increase in sales volume and better capacity utilization along with the expected savings in raw material procurement, logistics and process improvement. However, Moody's calculation of EBITDA excludes a number of management add-back items such as sponsor fees, expected cost savings and transformation plan, which are either recurring or still underway. Moody's is also more conservative than management in forecasting earnings growth given the uncertain macroeconomy. Debt/EBITDA including Moody's adjustments will likely improve from nearly six times at the end of 2023 to mid to high-five times in the next 12-18 months, which is still high for a B1 rating. Total debt of about $800 million including the $70 million delayed draw term loan for the brownfield expansion exceeds revenues generated in 2023. Free cash flow will be limited by the increased interest expenses and large capital expenditure in the next 12-18 months. This brownfield project in Augusta, GA will create the largest furnace in the company network and will contribute to earnings in 2026, when it comes online in late 2025. The additional capacity will also allow the company to rebalance its network and reduce shipping costs. PQ Corporation has a good liquidity profile, with $163 million of cash and nearly full availability under its $125 million revolving credit facility at the end of March 2024. Total capital expenditure in the next one to two years will exceed operating cash flow, with the shortfall covered by the $70 million incremental term loan borrowed in January 2024 and earmarked for the brownfield project. PQ Corporation's B1 CFR reflects the company's leading industry positions in silicates, especially in North America, where it is estimated to have over 50% market share in spray dry silicates, silica gels and zeolites. Further supporting the rating is good geographic diversity with a global manufacturing footprint that ensures the ability to supply customers in a timely and cost-efficient manner. For its silicates products, competition is limited by transportation costs, which can be a meaningful expense for the delivered product. PQ Corporation's end market diversification and leading market positions contribute to relatively stable operating performance throughout economic cycles. The rating also incorporates strong technical expertise, fairly significant barriers to entry given the capital investment and qualification requirements of customers and long-term customer relationships with a number of well-known brand names. PQ Corporation's rating is constrained by its lack of scale as a number of key competitors are much larger and more highly rated. In addition, the credit profile is tempered by limited product diversity and narrow business profile as the company's main products are largely silicates and silicate derivatives, which operate in fairly mature markets with low organic growth rates. While PQ Corporation has very good end market diversity, there is significant exposure to the detergent and institutional and industrial cleaning markets. The credit profile further assumes that the company will pursue bolt-on acquisitions to add complementary products to boost market share. The company's ESG credit impact score (CIS-4) reflects its significant exposure to environmental and governance risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade would require Debt/EBITDA, including Moody's standard adjustments, to be sustained below 4.0x and the private equity sponsors demonstrated commitment to financial policies that maintain leverage at or below that level, an increase in scale to over $1 billion in revenue, improved product diversity, and for free cash flow to remain consistently positive. A downgrade could be triggered if Debt/EBITDA is sustained above 5.5x, if free cash flow is persistently negative, if there is a significant deterioration in liquidity, a large debt-financed acquisition or large dividend to the sponsors. Sparta U.S. HoldCo LLC (dba PQ Corporation), headquartered in Malvern, PA, is a leading global producer of sodium silicates, specialty silicas and zeolites that have applications in diverse end markets such as personal care, industrial cleaning products, food & beverage and catalysts. The company is a carve-out from Ecovyst Inc. and on March 1, 2021, a partnership of Cerberus Capital Management, L.P. and Koch Minerals & Trading, LLC reached a definitive agreement to acquire the business for a total purchase price of approximately $1.1 billion. The company generated revenue of approximately $746 million for the last twelve months ended December 31, 2023. The principal methodology used in these ratings was Chemicals published in October 2023. SPITFIRE ENERGY: Seeks to Extend Plan Exclusivity to June 7 ----------------------------------------------------------- Spitfire Energy Group, LLC asked the U.S. Bankruptcy Court for the Northern District of Texas to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to June 7 and August 5, 2024, respectively. The Debtor claims that it has engaged its investment banker, Energy Capital Solutions ("ECS"), to assist with holding a reconvened auction (the "Reconvened Auction"). On March 11, the Reconvened Auction was held by ECS. On March 14, the continued hearing was held on the proposed sale, wherein counsel for the Debtor and International Bank of Commerce ("IBC") announced an agreed order approving the sale of certain of the SWD Assets to Le Norman Recovery LLC ("LNR") pursuant to the Bid Procedures Order is forthcoming (the "Proposed Sale Order"). The Debtor and IBC are still diligently negotiating the terms of the Proposed Sale Order and Asset Purchase Agreement (the "APA"), which presently contemplates a closing date for the sale on May 31. The Debtor asserts that it has been working diligently, with the assistance of its advisors, towards an exit from bankruptcy. The Debtor anticipates submitting the Proposed Sale Order to the Court within the next 7 calendar days. If the Proposed Sale Order is approved and entered by the Court, a sale of substantially all of the Debtor's physical assets could occur by the end of this month. Following the closing of the sale, the Debtor's primary remaining assets will consist of cash and litigation claims. The Debtor anticipates being able to propose a confirmable plan. Under these circumstances, cause exists for the requested extension of the Exclusive Periods. Spitfire Energy Group, LLC is represented by: Clayton D. Ketter, Esq. PHILLIPS MURRAH P.C. 3710 Rawlins Street, Suite 900 Dallas, TX 75219 Tel: (405) 235-4100 Email: cdketter@phillipsmurrah.com - and - Jason A. Sansone, Esq. PHILLIPS MURRAH P.C. 101 North Robinson Ave., Suite 1300 Oklahoma City, OK 73102 Tel: (405) 235-4100 Email: jasansone@phillipsmurrah.com About Spitfire Energy Group Spitfire Energy Group, LLC is a strategic midstream and water management provider and currently operates commercial saltwater disposal facilities in the Texas panhandle with over 165 miles of pipeline gathering and a disposal capacity of over 100,000 barrels per day. Such facilities are primarily located in Hemphill County and Wheeler County, Texas. Spitfire Energy Group filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-20186) on Sept. 1, 2023, with $10 million to $50 million in both assets and liabilities. David D. Le Norman, manager, signed the petition. Judge Robert L. Jones oversees the case. The Debtor tapped Clayton D. Ketter, Esq., at Phillips Murrah PC as legal counsel; Energy Capital Solutions, LLC as investment banker; and Watts Guerra LLP, Lovell, Isern & Farabough, LLP and Lovell Hoffman Law, PLLC as special litigation counsel. STARBRIDGE (ONTARIO): Court OKs $1.1 DIP Loan from CORE Hotel ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Starbridge (Ontario) Investment, LLC to use cash collateral and obtain postpetition financing, on an interim basis. The Debtor, through John Westergom, the state court appointed Receiver, is permitted to obtain post-petition financing from CORE Hotel Venture LLC, consisting of a superpriority, secured, multiple-draw term loan in an amount not to exceed the principal amount of $1.1 million. The DIP Facility bears a simple rate of 13.5 % interest, with all principal and accrued interest due and payable on the Maturity Date of July 31, 2024, unless all of the conditions set forth in Section 21(v) of the Agreed Interim DIP Order are timely satisfied, in which event the Maturity Date will be extended to August 31, 2024. Prior to the Petition Date, the Receiver borrowed $1.24 million from Cathay Bank to finance the operation of the Hotel, evidenced by five receiver's borrowing certificates. Since the Petition Date, the Receiver has been operating the Hotel using cash generated from operations, with the consent of CORE. However, as more fully set forth in the Budget, the Receiver estimates that he will need additional funding of up to $220,000 to continue operating the Hotel for the next 30-day period. The Receiver is authorized to borrow money up to an aggregate face amount of $220,000 prior to entry of a Final Order pursuant to the terms and conditions governing the DIP Facility and the DIP Loan Documents. The agreement of the DIP Lender to make advances will terminate upon, inter alia, the following occurrences: (i) five days after notice of an Event of Default; (ii) the Receiver surrenders possession, custody and control of the Mortgaged Property absent the retention of a third party property manager with the consent of the DIP Lender or as approved by the Court; (iii) the conversion or dismissal of the case; (iv) the appointment of a Chapter 11 trustee; or (v) July 31, 2024, or, if the conditions set forth in Section 21(v) of the Agreed Interim Order are timely satisfied, August 31, 2024. As of the Petition Date, the Debtor was indebted, liable and obligated to CORE Hotel Venture LLC, as assignee of Cathay Bank, as follows: i. The Pre-Petition Lender made loan advances and provided other financial accommodations to Debtor pursuant to the terms and conditions set forth in: (i) the Construction Loan Agreement dated as of March 12, 2019, (ii) the Secured Promissory Note, dated March 12, 2019, in the original principal amount of $6 million, plus interest at the rate set forth therein, (iii) the Secured Promissory Note, dated March 12, 2019, in the original principal amount of up to $9 million, plus interest at the rate set forth therein, (iv) the Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of March 12, 2019, and recorded in the official records of San Bernardino County, California on March 14, 2019, as Instrument No. 2019-0079659, made by the Debtor, as Trustor, in favor of Old Republic Title Company, as Trustee, for the benefit of the Pre-Petition Lender, as Beneficiary, encumbering the property located at 700 North Haven Avenue, Ontario, California 91764, the Improvements, the Fixtures, the Personality, the Plans, the Lease Agreements, the Rents and the Property Agreements, (v) the Assignment of Rents and Leases dated as of March 12, 2019, executed by the Debtor in favor of Cathay Bank, recorded in the Official Records on March 14, 2019 as Instrument No. 2019-007965, pursuant to which Debtor assigned to Cathay Bank all of the Debtor's right, title and interest in and to the Property, the Leases, and the Rents, and (vi) all other agreements, documents and instruments executed and/or delivered with, to, or in favor of the Pre-Petition Lender, including, without limitation, the Unconditional Guaranty of Payment and Performance, dated March 12, 2019, executed by Jianhua Jin in favor of the Pre-Petition Lender and that certain Unconditional Guaranty of Payment and Performance, dated March 12, 2019, executed by Starbridge Group Corp. in favor of the PrePetition Lender, all security agreements, notes, guarantees, mortgages and UCC-1 financing statements and all other related agreements, documents and instruments executed and/or delivered in connection therewith or related thereto; provided, and notwithstanding the foregoing Stipulations, which are solely for the benefit of CORE, that the Debtor retains any and all rights against Cathay Bank arising (i) prior to the Loan Assignment Effective Date and (ii) subsequent to the Loan Assignment Effective Date to the extent that said claims relate solely to the acts and conduct of Cathay Bank, and not the acts and conduct of CORE. Other creditors assert liens in some of Prepetition Collateral. Specifically: (i) Sysco Los Angeles, Inc. asserts a lien senior to the Prepetition Lender in and to, inter alia, goods and inventory; accounts receivable and general intangibles. (ii) Hewlett Packard Financial Services Company asserts a first priority lien in and to all equipment and software leased from or financed by HP. (iii) The County of San Bernardino has liens against the Mortgaged Property that are senior to the Prepetition Liens and that secure accrued and unpaid real property taxes. There may also be one or more senior mechanic lien claims encumbering the Mortgaged Property. (iv) The US Small Business Administration asserts a lien in some of the Prepetition Collateral that is junior to the lien of the Prepetition Lender. As adequate protection for the priming of its alleged lien and the use, sale or lease of its alleged collateral, the SBA is granted (i) a replacement lien in the DIP Collateral with the same validity, priority and extent as its purported lien in the Pre-Petition Collateral, and subject and junior in all respects to the DIP Liens, the Permitted Liens and the Carve-Out, and excluding Avoidance Actions, and the proceeds thereof; and (ii) monthly payments of $731, subject to a full reservation of rights and subject to setoff or other appropriate remedy in the event it is ultimately determined that the asserted SBA lien is unenforceable or not validly perfected. The events that constitute an "Event of Default" include: (a) The Receiver does not pay on the due date any amount payable pursuant to any of the DIP Loan Documents or the Agreed Interim Order at the place at and in the currency in which it is expressed to be payable. (b) The Receiver or Debtor does not comply with any provision of the DIP Loan Documents or this Agreed Interim Order (other than those referred to in the foregoing subsection). (c) Any representation, warranty or statement made or given or deemed to be made or given by the Receiver or Debtor in the DIP Loan Documents, the Agreed Interim Order or any other document delivered by or on behalf of the Receiver or the Debtor under or in connection with any of the DIP Loan Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made. (d) Any post-petition indebtedness of the Debtor is not paid when due. and (e) Any post-petition indebtedness of the Debtor is declared to be or otherwise becomes due and payable before its specified maturity. The Prepetition Lender is granted a claim for the amount of any identifiable diminution or decline in the value of its Pre-Petition Collateral arising from the sale, lease or use of its Pre-Petition Collateral, the priming of the Pre-Petition Lender's liens in the Pre-Petition Collateral, and the imposition of the automatic stay, to be secured by a replacement lien on all of the DIP Collateral (junior only to the DIP Liens, the Permitted Third Party Liens and the Superpriority Claims), and a claim pursuant to section 507(b). A final hearing on the matter is set for June 6, 2024 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=M5HvtZ from PacerMonitor.com. About Starbridge (Ontario) Investment Starbridge owns and operates the Ontario Airport Hotel & Conference Center. Starbridge (Ontario) Investment, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11765) on April 3, 2024, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Jianhua Jin, Chief Executive Officer of Morgan Holding Group, Inc., as Manager of Starbridge (Ontario) Investment, LLC. Judge Magdalena Reyes Bordeaux presides over the case. Jullian Sekona, Esq. at Keller Benvenutti Kim LLP represents the Debtor as counsel. STEEL METHOD: Court Confirms Chapter 11 Plan -------------------------------------------- Judge Stacey L. Meisel has entered an order, that the Plan filed by the The Steel Method, LLC d/b/a Sneeze It is confirmed. If any objections to the Plan were not withdrawn, all objections, whether raised formally or informally, and specifically including the Objections, are overruled. The treatment of Claims and interests as provided in the Plan is approved. As reflected in the filed Certification of Ballots, Classes 1, 2, and 3 voted to accept the Plan. Combined Plan of Reorganization and Disclosure Statement The Steel Method, LLC, d/b/a Sneeze It, submitted a Combined Plan of Reorganization and Disclosure Statement. The total value of the Debtor's assets is approximately $109,000, however, the Debtor proposed to pay Newtek based on a value of $200,000. Thus, Newtek enjoys a "floor to ceiling, wall to wall" first priority lien of $200,000 in value of its collateral. Pursuant to the Final Order Authorizing Use of Cash Collateral, the Debtor agreed pay a principal and interest adequate protection payment of $2,480. Interest is calculated at 8.5% based upon a 10 year amortization. The Debtor is maintaining its collateral in good form. The Debtor proposes to pay Class 3 Creditors (General Unsecured Creditors) quarterly dividends over 60 months – 20 quarterly payments. Class 3 Creditors owed $2,219,094. The Debtor will make total payments to general unsecured creditors of approximately $625,000 in its plan. Such payments are approximately a 28% distribution to claimants holding Allowed Unsecured Claims. The quarterly payment will be $31,814 which will be a pro rata distribution. Class 3 payments will commence with the quarter starting July 1, 2024. Class 3 is impaired. The Plan will be funded by the Debtor's continued monthly income. Counsel for The Steel Method, LLC d/b/a Sneeze It: Anthony Sodono, III, Esq. Sari B. Placona, Esq. Nicholas J. Loiodice, Esq. McMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Suite 201 Roseland, NJ 07068 Tel: (973) 622-1800 E-mail: asodono@msbnj.com splacona@msbnj.com nloiodice@msbnj.com A copy of the Order dated April 24, 2024, is available at https://tinyurl.ph/XwosL from PacerMonitor.com. About Steel Method Steel Method, LLC, a company is a premier consulting company designed to aid organizations to construct sales teams in Fairfield, N.J. The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No. 23-21620) on December 15, 2023, with up to $500,000 in assets and up to $10 million in liabilities. David Sieradzky, chief executive officer and owner, signed the petition. Anthony Sodono, III, Esq., at McManimon, Scotland & Baumann, LLC, is the Debtor's legal counsel. TABOR MANOR: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- Tabor Manor Care Center, Inc. asks the U.S. Bankruptcy Court for the Southern District of Iowa for authority to use cash collateral and provide adequate protection. As of the Petition Date, the Debtor is indebted to Glenwood State Bank in the approximate amount of $809,578. The Debtor proposes that in consideration for the Debtor's use of the cash collateral pursuant to the 13 Week Budget and as adequate protection for any diminution in the value of the Senior Secured Creditor's security interests, the Debtor proposes to grant to the Senior Secured Creditor a a validly perfected first priority lien on and security interest in the Debtor's post-petition cash collateral subject to existing valid, perfected and superior liens in the Collateral held by other creditors, if any, and the Carve-Out. In the event of, and only in the case of Diminution of Value of the Secured Creditor's interests in the cash collateral, a superpriority claim that shall have priority in the Debtor's bankruptcy case over all priority claims and unsecured claims against the Debtor and its estate, now existing or hereafter arising, of any kind or nature whatsoever. The Carve-Out will include any fees due to the U.S. Trustee pursuant to 28 U.S.C. Section 1930 and fees and expenses incurred by the Debtor's, Bankruptcy Estate, and Committee professionals and approved by the Court in an amount not to exceed $150,000. As further adequate protection, the Debtor will make post-petition monthly, interest-only payments at the contract rate of 5.5% per annum to the Senior Secured Creditor based on the amount of the Senior Secured Creditor's claim as of the Petition Date. In the absence of a further order of the Court, following delivery (including delivery by electronic mail or facsimile) of notice by the Senior Secured Creditor of the occurrence of a Termination Event set forth herein to (i) counsel for the Debtor, and (ii) U.S. Trustee, and upon the expiration of the Termination Event Cure Period, the Debtor will no longer be authorized to use cash collateral. The Termination Events include the following: (a) If no Final Order (in a form acceptable to the Senior Secured Creditor in its sole discretion) is entered within 30 days after entry of the Interim Order or like stipulation. (b) Unless extended with the written consent of the Senior Secured Creditor, which extension will be effective without further application to, or approval by, the Court. (c) Failure to have applicable insurance in place on the Prepetition Collateral at any time. (d) The failure to pay any local, state or federal taxes as they become due. A copy of the motion is available at https://urlcurt.com/u?l=B3jEn7 from PacerMonitor.com. About Tabor Manor Care Center, Inc. Tabor Manor Care Center, Inc. provides skilled nursing and complementary and ancillary health care services in Fremont County, Iowa counties. Tabor has approximately 46 beds in its Skilled Nursing Facility. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 24-00636-lmj11) on May 8, 2024. In the petition signed by Chris Worcester, assistant administrator, the Debtor disclosed up to $10 million in both assets and liabilities. Jeffrey D. Goetz, Esq., at Dickinson, Bradshaw, Fowler & Hagen, PC, represents the Debtor as legal counsel. TEBO MILL: Gets CCAA Initial Stay Order; Mackay & Crowe as Monitor ------------------------------------------------------------------ Tebo Mill Installations Inc. ("TMI"), Tebo Mill Construction Inc. ("TMC"), Algon Holdings Inc. ("Algon"), Fraserview Fabrication and Machining Inc. ("FFM"), and Ptolemytech Consultants Inc. ("Ptolemytech") (collectively, "TEBO Group") obtained a court order ("Initial Order") from the Supreme Court of British Columbia pursuant to the Companies' Creditors Arrangement Act. Crowe Mackay & Company Ltd. has been appointed as Monitor. The Initial Order provides, inter-alia, a stay of proceedings until and including April 15, 2024 ("Stay Period") and may be extended by the Court. During the Stay Period, all parties are prohibited from commencing or continuing legal action against the Companies and all rights and remedies of any party against or in respect of the Companies or its assets are stayed and suspended pursuant to the terms set out in the Initial Order. On April 11, 2024, the Petitioners filed a Notice of Application returnable April 15, 2024 "Comeback Application") seeking an amended and restated Initial Order (the “ARIO”) to provide for, among others, orders extending the Stay Period from April 15, 2024, up to and including May 6, 2024 ("Stay Extension") and amending paragraphs 10(a) and 10(b) of the Initial so as to clarify that the Petitioners may make certain payments of interest to Royal Bank of Canada on account of its pre-filing indebtedness during the pendency of these proceedings and make payments in respect of pre-filing financing leases with the authorization of the Monitor. On April 15, 2024 the Court granted the relief sought in the ARIO. Further information with respect to the matter, including a copy of the initial order and list of creditors and the amounts owing per the Companies' records can be found available on the Monitor's website at https://crowemackayco.ca/project/tebo-group-of-industries/. Should you have any questions in the matter, contact Mr. Nelson Allan at nelson.allan@crowemackay.ca or by telephone at 604-697-5209. Monitor can be reached at: Crowe MacKay & Company Ltd. Attn: Derek Lai Nelson Allan Email: derek.lai@crowemackay.ca nelson.allan@crowemackay.ca Counsel for TEBO Group: Bennett Jones LLP Attn: David Gruber Mia Laity Victor Fong Email: GruberD@bennettjones.com LaityM@bennettjones.com FongV@bennettjones.com Counsel for the Monitor: Fasken Martineau DuMoulin LLP Attn: Kibben Jackson Glen Nesbitt Suzanne Volkow Ashley Kumar Email: kjackson@fasken.com gnesbitt@fasken.com svolkow@fasken.com akumar@fasken.com Tebo Mill Installations Inc. -- https://tebogroup.wpcomstaging.com/ -- is an Industrial plants builder across Western Canada. TED BAKER: Seeks Bankruptcy Protection in U.S., Canada ------------------------------------------------------ Fashion retailer Ted Baker has put its Canadian operations into a form of bankruptcy in Toronto. Jonathan Randles of Bloomberg News reports that Ted Baker Canada Inc. kicked off insolvency proceedings in Toronto and filed a related Chapter 15 petition in New York bankruptcy court to recognize the Canadian proceedings. The Canadian court filings also name other Ted Baker corporate affiliates. Ted Baker Canada on April 24, 2024, filed for CCAA protection in the Ontario Superior Court of Justice to stay all court proceedings by creditors while it reorganizes in the Canadian court. It also filed for Chapter 15 in the U.S. Bankruptcy Court for the Southern District of New York seeking recognition of its Canadian case as a foreign main proceeding, which stays all court proceedings against the debtor in the U.S. According to The Street, the Canadian court on May 3, 2024, approved the Debtor's liquidation process, while the U.S. court on May 8 approved the liquidation process and recognized the CCAA proceedings. According to Retail Dive, in the insolvency filings, Antoine Adams, director and corporate secretary of Ted Baker in both countries, said "financial and operational performance has struggled" at Ted Baker Canada and Ted Baker Limited over the past year. Adams attributed the problems on No Ordinary Designer Label, Ted Baker's operating partner in Europe and the U.K. Authentic Brands Group acquired Ted Baker in 2022. Adams, according to Retail Dive, said in filings that Authentic's "operating partners in Europe and elsewhere" had failed to pay Ted Baker suppliers, and as a result, shipments to Ted Baker's North America companies were held or shorted, which created delays and led to order cancellations and merchandise shortages. About Ted Baker Canada Inc. Ted Baker Canada Inc. is a fashion retailer in Toronto, Ontario. Ted Baker NA operates 25 retail stores in Canada and 34 retail stores in the U.S. and has wholesale partnerships with department stores including Nordstrom, Macy's and Hudson Bay. The company also has 360 full-time and 264 part-time employees throughout the U.S. and Canada, including employees who work under the firm's Lucky and Brooks Brothers banners in Canada. In August 2023, Ted Baker, et al., acquired certain assets relating to the Lucky Brand and Brooks Brothers brands partially using a CIBC loan on which US$31.6 million currently remains outstanding. Since the acquisitions, the companies have struggled and the consolidated business has failed to achieve positive cash flow. In March 2024, Ted Baker's European business entered administration, asking the court to take control of the company in an attempt to save it from liquidation. Ted Baker Canada Inc. kicked off insolvency proceedings in Toronto on April 24, 2024. The case is In the Matter of the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as Amended and in the Matter of a Plan of Compromise or Arrangement of Ted Baker Canada Inc., Ted Baker Limited, OSL Fashion Services Canada Inc., and OSL Fashion Service. Ted Baker Canada Inc. and its affiliates also sought relief under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 24-10699) on April 24, 2024. Alvarez & Marsal is the monitor. Counsel is Osler for the companies, Bennett Jones for the monitor, Blakes for CIBC and McCarthys for OSL. TEHUM CARE: Prisoners Want Bankruptcy Ruling Overturned ------------------------------------------------------- Randi Love of Bloomberg Law reports that personal injury claimants are appealing a judge's decision allowing distressed prison healthcare provider Tehum Care Services Inc.'s bankruptcy to proceed. Tehum is attempting to use a controversial bankruptcy legal maneuver known as the Texas Two-Step to resolve more than 200 medical malpractice and related claims from current and former prisoners. The company, owned by Corizon Health Inc., recently defeated some prisoners’ effort to dismiss the bankruptcy. A committee representing people with claims against the company filed a notice of appeal to the US District Court for the Southern District of Texas on Wednesday, April 24, 2024. About Tehum Care Services Tehum Care Services Inc., doing business as Corizon Health Services Inc., is a privately held prison healthcare contractor in the United States. It is based in Brentwood, Tenn. Tehum Care Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90086) on Feb. 13, 2023. In the petition filed by Russell A. Perry, as chief restructuring officer, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher M. Lopez oversees the case. The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel; Bradley Arant Boult Cummings, LLP, as special litigation counsel; and Ankura Consulting Group, LLC, as financial advisor. Russell A. Perry, senior managing director at Ankura, serves as the Debtor's chief restructuring officer. Kurtzman Carson Consultants, LLC, is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP and Dundon Advisers, LLC, serve as the committee's legal counsel and financial advisor, respectively. TELLURIAN INC: Agrees to Terminate T.R. Winston ATM Agreement ------------------------------------------------------------- Tellurian Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 3, 2024, the Company terminated the Distribution Agency Agreement, dated as of Dec. 30, 2022, by and between the Company and T.R. Winston & Company, LLC. The T.R. Winston ATM Agreement provided for the sale by the Company, from time to time, of up to $500,000,000 of shares of the Company's common stock. The Company no longer expects to sell securities pursuant to the T.R. Winston ATM Agreement. The Distribution Agency Agreement, dated as of March 15, 2024, by and between Tellurian and Virtu Americas LLC remains in effect. As of May 2, 2024, the Company had availability to raise aggregate gross sales proceeds of approximately $348.7 million under the Virtu ATM Agreement. About Tellurian Tellurian Inc. is a Houston-based company that is developing and plans to own and operate a portfolio of LNG marketing and infrastructure assets that includes an LNG terminal facility and related pipelines. The Company also owns upstream natural gas assets; on Feb. 6, 2024, the Company announced that it is exploring a sale of those assets. Houston, Texas-based Deloitte & Touche LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 23, 2024, citing that the Company has incurred recurring losses from operations and has yet to establish an ongoing source of revenues that is sufficient to cover its future operating costs and obligations as they become due for the twelve months following the date these consolidated financial statements are issued, which raises substantial doubt about its ability to continue as a going concern. TENNESSEE VASCULAR: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee, authorized Tennessee Vascular and Thoracic Surgical Associates, PC to use cash collateral, on a final basis, in accordance with the budget, with a 10% variance, including adequate protection payments to Citizen Bank in the amount of $13,400 and JB and B Capital in the amount of $1,250. The Debtor requires the use of cash collateral to pay payroll and other necessary operating expenses. As additional adequate protection for the use of cash collateral, Citizens Bank is granted, pursuant to 11 U.S.C. sections 361(2) and 363(e), a valid, perfected and enforceable adequate protection replacement lien in all postpetition accounts of the Debtor, which liens will have the same validity and priority as the liens of Citizens Bank that existed as of the filing of the Petition. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=RQ4e9q from PacerMonitor.com. The Debtor projects $511,040 in total expenses for one month. About Tennessee Vascular and Thoracic Surgical Associate Tennessee Vascular and Thoracic Surgical Associate PC is a medical group practice located in Tullahoma, TN that specializes in wound & burn Care. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M. D. Tenn. Case No. 24-00683) on February 29, 2024. In the petition signed by Charles S. Drummond, president,the Debtor disclosed up to $10 million in both assets and liabilities. Judge Charles M Walker oversees the case. William L. Norton, Esq., at BRADLEY ARANT BOULT CUMMINGS, LLP, represents the Debtor as legal counsel. TGI FRIDAYS: Mulls Options to Repay Bonds ----------------------------------------- Carmen Arroyo, Reshmi Basu and Ellen Schneider of Bloomberg News report that TGI Fridays is working with Guggenheim Partners to explore ways to address its debt as the restaurant chain contends with weakening sales, according to people with knowledge of the matter. Among the options, the company has considered a new private loan that would refinance its $375 million asset-backed bonds, said the people who asked not to be identified discussing a private matter. The bonds were structured as a whole-business securitization, a type of transaction in which a company effectively pledges all its assets in exchange for cheap financing. About TGI Fridays T.G.I. Fridays is an American restaurant chain focusing on casual dining. The company is a unit of the Sentinel Capital Partners and TriArtisan Capital Partners, who purchased the company from Carlson Companies in May 2014. THRASIO HOLDINGS: Appoints Stephanie Fox as CEO as Greeley Resigns ------------------------------------------------------------------ CNBC reports Thrasio, the top aggregator of Amazon third-party sellers, is losing its CEO and five other senior executives, months after the former highflier filed for bankruptcy. Greg Greeley, Thrasio's CEO, informed staff that he plans to resign, according to an internal memo viewed by CNBC. Finance chief Josh Burke is also leaving, along with the company's technology chief, head of human relations, chief commercial officer and supply chain lead. Stephanie Fox, Thrasio's chief operating officer, will replace Greeley as CEO. The executives will stay on to ensure a "smooth transition" and then "step down when Thrasio emerges from Chapter 11 in the coming weeks," Greeley wrote in the memo. Thrasio became an early leader in what became a rapidly booming market to acquire successful brands on Amazon and combine them under one roof, with the goal of using their data and operational expertise to turbocharge sales. Thrasio raised $3.4 billion in equity and debt from major firms like Goldman Sachs, BlackRock and JPMorgan Chase, and reportedly reached a peak valuation of about $10 billion in 2021. But cracks in the market began to form as the pandemic e-commerce surge faded, unsold inventory piled up and some aggregators took on excessive amounts of debt. Thrasio filed for bankruptcy in February and said it had agreed with lenders to restructure some of its debt load. Alongside the C-suite shakeup, Thrasio is also laying off "employees at every level," according to the memo. The company declined to say what percentage of its workforce would be affected by the cuts. Thrasio had 1,211 employees as of 2022, according to Pitchbook. About Thrasio Thrasio -- https://www.thrasio.com/ -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Thrasio Holdings, Inc. and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Josh Burke, the Debtors' chief financial officer, signed the petitions. Judge Christine M. Gravelle oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Cole Schotz, P.C. as bankruptcy counsels; Katten Muchin Rosenman LLP as special counsel; Centerview Partners, LLC as investment banker; AlixPartners, LLP as financial advisor; and KPMG LLP as tax consultant. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. An ad hoc group of first lien lenders retained Gibson, Dunn & Crutcher, LLP as legal counsel and Sills Cummis & Gross PC as New Jersey counsel. ArentFox Schiff, LLP serves as counsel to Wilmington Savings Fund Society, FSB, the DIP agent. The prepetition first lien agent, Royal Bank of Canada, is represented by Simpson Thacher & Bartlett, LLP. On March 12, 2024, the Office of the United States Trustee for Region 3 and Region 9 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Morrison & Foerster LLP and Kelley Drye & Warren LLP as counsel and Province, LLC as financial advisor. TREMONT CHICAGO: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Tremont Chicago, LLC to use cash collateral on an interim basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtor owns and operates the (i) Tremont Chicago Hotel, a 16-story, 122-room, boutique hotel located at 100 E. Chestnut Street between the world renowned Magnificent Mile and Rush Street in Chicago, and (ii) the adjoining property, located at 108 E. Chestnut Street, which houses a restaurant space (until recently a Ditka's steakhouse). The Debtor acquired the hotel in 2018 from Marriott International, Inc. To facilitate its acquisition of the Hotel, the Debtor borrowed $19.425 million from LMREC IV Note Holder, Inc. The Debtor understands that the Lender asserts that: (i) it is owed approximately $26.9 million as of the Petition Date, and (ii) as security for the Loan, it has a mortgage on the real property on which the Hotel and restaurant space are located and a security interest in substantially all of the Debtor's assets. The Lender asserts a lien on substantially all assets of the Debtor, including proceeds. The Debtor understands that the Lender asserts an interest in the Debtor's cash collateral. The Debtor does not have sufficient unencumbered cash and needs liquidity to successfully operate the City Contract to maturity and pay operating expenses critical to the business, including utilities, payroll, insurance, taxes, and repairs and maintenance. The court ruled that as adequate protection for the Debtor's use of cash collateral, the Lender is granted security interests in and liens upon all assets of the Debtor and all hereafter-acquired assets of the Debtor. As further adequate protection, on a bi-weekly basis, the Debtor will provide to the Lender an "actual to budget" reconciliation of all inflows and expenses listed in the Budget, including the bank statements, and if requested, underlying documentation to support the Debtor's transactions in the relevant budget period. A copy of the order is available at https://urlcurt.com/u?l=AZSRit from PacerMonitor.com. About Tremont Chicago, LLC Tremont Chicago, LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10844) on April 22, 2024. In the petition signed by Michael Collier, sole member of Hotel Capital, LLC, Debtor's Manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. Maria Aprile Sawczuk, Esq., at GOLDSTEIN & MCCLINTOCK LLLP, represents the Debtor as legal counsel. TROJAN EV: Dives in Chapter 11 Bankruptcy Protection ---------------------------------------------------- Jonathan Randles of Bloomberg News reports that the Texas-based maker of Trojan branded electric golf carts filed Chapter 11 bankruptcy on Monday, April 29, 2024. Trojan EV LLC and corporate affiliate Golf Carts of Cypress LLC listed assets and liabilities each of between $1 million and $10 million each on a Chapter 11 petition. Trojan EV golf carts on Monday were listed from $11,995-$17,995 on online marketplace ATV Trader. About Trojan EV LLC Trojan EV LLC is a Texas-based manufacturer of Trojan branded electric golf carts. Trojan EV LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31910) on April 29, 2024. In the petition signed by Federico D. Nell, Esq, as sole member, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Eduardo V. Rodriguez handles the case. The Debtor is represented by: Jason P. Kathman, Esq. SPENCER FANE 5700 Granite Parkway, Suite 650 Plano, TX 75024 Tel: 972-324-0300 Email: jkathman@spencerfane.com TURF APPEAL: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Oklahoma authorized Turf Appeal, Inc. to use cash collateral, on a final basis, in accordance with the budget, with a 10% variance. The U.S. Small Business Administration has a secured claim that is secured by properly perfected priority liens and security interests. The Debtor requires the use of cash collateral to pay current operating expenses. SBA is entitled to a validly perfected first-priority lien on and security interests in the Debtor's post-petition Collateral subject to existing valid, perfected and superior liens in the Collateral held by other creditors, if any, and the Carve-Out. This lien will be in addition to the liens that SBA had in the assets and property of the Debtor as of the petition date, which liens extend to and encumber the proceeds and products of the property of the Debtor in existence at the time the bankruptcy petition was filed. The post-petition security interests and liens granted will be valid, perfected and enforceable and will be deemed effective and automatically perfected as of the petition date. In the case of diminution of value in the Secured Creditors' interest in the cash collateral, the Secured Creditor will be entitled to a superpriority claim that will have priority in the Debtor's bankruptcy case. The Debtor will make a minimum monthly payment of $2,506 on the SBA's pre-petition debt. The Debtor will make said payment on or before the last day of each month as adequate protection payments until such time the Debtor's plan or reorganization is confirmed, or until the case is either converted or dismissed. A copy of the order is available at https://urlcurt.com/u?l=GK48SF from PacerMonitor.com. About Turf Appeal Turf Appeal, Inc. is a lawn care company located in Oklahoma City. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10590) on March 12, 2024, with $324,921 in assets and $1,080,537 in liabilities. Matt Doerr, owner and president, signed the petition. Judge Janice D. Loyd presides over the case. Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC represents the Debtor as bankruptcy counsel. UN ENTERPRISE: Case Summary & Five Unsecured Creditors ------------------------------------------------------ Debtor: UN Enterprise LLC d/b/a Ruby's Academy for Health Occupations 4735 North University Drive Lauderhill, FL 33351 Business Description: The Debtor is a private vocational school for health care professions, including Practical Nursing, Medical Assistant, Home Health Aide and many more. Chapter 11 Petition Date: May 15, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-14748 Judge: Hon. Peter D. Russin Debtor's Counsel: Thomas L. Abrams, Esq. THOMAS L ABRAMS PA 1213 SE 3rd Avenue Fort Lauderdale, FL 33316 Tel: (954) 523-0900 Email: tabrams@tabramslaw.com Total Assets: $567,259 Total Liabilities: $1,443,438 The petition was signed by Carolyn Sutton as president/owner. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VCLJNQY/JUN_ENTERPRISE_LLC_dba_Rubys_Academy__flsbke-24-14748__0001.0.pdf?mcid=tGE4TAMA WAGON WEST: Case Summary & Six Unsecured Creditors -------------------------------------------------- Debtor: Wagon West Mobile Home Community, Inc. d/b/a Malibu Bungalows 21201 Pacific Coast Highway Malibu, CA 90265 Business Description: The Debtor owns 70% fee simple interest in a property located at 21201 Pacific Coast Hwy, Malibu, CA having a comparable sale value of $3.5 million. Chapter 11 Petition Date: May 15, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10787 Judge: Hon. Martin R. Barash Debtor's Counsel: Reed Olmstead, Esq. LAW OFFICES OF REED H. OLMSTEAD 5142 Hollister Ave #171 Santa Barbara, CA 93111 Tel: (805) 963-9111 Fax: (805) 963-2209 Email: reed@olmstead.law Total Assets: $3,575,000 Total Liabilities: $2,923,226 The petition was signed by Doris Bealer as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YSTRHFI/Wagon_West_Mobile_Home_Community__cacbke-24-10787__0001.0.pdf?mcid=tGE4TAMA WEISS MULTI-STRATEGY: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Steven Church of Bloomberg News reports that Weiss Multi-Strategy Advisers LLC filed for bankruptcy about two months after the New York-based investment management firm announced it was winding down operations. The firm has between $10 million and $50 million in assets but owes creditors as much as $500 million, according to its Chapter 11 petition, filed in federal court in Manhattan. George Weiss founded the firm in 1978 and it managed $3.1 billion as of mid-2023, according to With Intelligence. The company chose to file bankruptcy after examining all of its short and long-term options, Weiss said in the bankruptcy filing. About Weiss Multi-Strategy Advisers Weiss Multi-Strategy Advisers LLC is engaged in financial investment activities. Weiss Multi-Strategy Advisers LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10743) on April 29, 2024. In the petition signed by George Weiss, as manager, the Debtor reported assets between $10 million and $50 million and estimated liabilities between $100 million and $500 million. The Honorable Bankruptcy Judge Martin Glenn oversees the case. The Debtor is represented by: Tracy L. Klestadt, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS LLP 200 West 41st Street 17th Floor New York, NY 10036 Tel: (212) 972-3000 E-mail: tklestadt@klestadt.com WEWORK INC: Cuts Deal With Lenders, Spurns Neumann Proposal ----------------------------------------------------------- Jonathan Randles and Steven Church of Bloomberg News report that WeWork Inc. and its major financial backers including SoftBank Group Corp. have struck a new restructuring deal to get the ailing workspace provider out of bankruptcy, spurning a competing financing proposal from co-founder Adam Neumann. WeWork struck an agreement with senior lenders, who have agreed to provide the business with roughly $450 million in Chapter 11 and exit financing in exchange for equity in the reorganized business. SoftBank and other owners of the company's existing letters of credit could also swap their debt holdings for stock after exiting Chapter 11, WeWork lawyer Steven N. Serajeddini said. Adam Neumann's $650 million bid to buy back WeWork was essentially turned down by WeWork, but that process "is not over," he said on stage at the Bloomberg Tech Summit in San Francisco early this month. The former WeWork chief executive officer said the latest restructuring deal to get the embattled co-working company out of bankruptcy is "definitely unfeasible," and is projecting unrealistically high performance benchmarks. Neumann is now running Flow, a residential real estate company, and said he envisions a future in which WeWork's offices and Flow's apartment buildings could be part of the same company. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; PJT Partners LP as investment banker; and McManimon, Scotland & Baumann, LLC as local counsel. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. WEWORK INC: Receives Court Approval of Disclosure Statement ----------------------------------------------------------- WeWork received court approval on April 29, 2024, of its Disclosure Statement and several additional key motions, paving the way for the company to conclude its financial and operational restructuring and successfully emerge from Chapter 11 by the end of May. As part of the Disclosure Statement, the Company shared it has secured a $450 million new-money financing facility that will support operations during its Chapter 11 cases and enable WeWork to promptly emerge from restructuring upon confirmation of the Plan. Securing this financing demonstrates the support and confidence in WeWork's business model and value proposition from its largest stakeholders. Additionally through its Plan, WeWork expects to eliminate all of its $4 billion of outstanding, prepetition debt obligations. "WeWork is and has always been an industry leader. Over the past six months, we have worked extremely hard to develop a Plan for a reorganized WeWork that is better capitalized, more operationally efficient, and positioned for continued investment in our products and services and a return to long term growth," said David Tolley, Chief Executive Officer. "I am sincerely thankful to our Board, financial stakeholders, management team, and employees for their continued efforts to re-establish WeWork as a strong and sustainable company. I also want to thank our members and continuing landlord partners for their loyalty and support throughout this process." WeWork also secured approval to extend its Plan exclusivity and lease assumption periods, ensuring the Company's continued control over the final weeks of its restructuring process. WeWork will immediately begin to solicit votes on the Plan and has requested final approval of the Disclosure Statement and confirmation of the Plan to occur at a hearing now scheduled for May 30, 2024. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; PJT Partners LP as investment banker; and McManimon, Scotland & Baumann, LLC as local counsel. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. WHITESTONE UPTOWN: Seeks to Extend Plan Exclusivity to May 29 ------------------------------------------------------------- Whitestone Uptown Tower, LLC, a/k/a Pillarstone Capital REIT Operating Partnership, asked the U.S. Bankruptcy Court for the Northern District of Texas to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 29 and August 27, 2024, respectively. The Debtor owns and operates a twelve-story, 253,000 square-foot office tower located at 4144 North Central Expressway in Dallas, Texas (the "Property"). The Debtor claims that it has made substantial progress toward confirmation of the Plan. The Debtor negotiated a contract to sell its real property for a price that will generate sale proceeds considerably in excess of all secured and unsecured claims, and on April 2, 2024, filed a motion to sell the property under an auction procedure by which the contract purchaser will serve as a stalking horse bidder and an auction will be held to generate higher and better bids. The Court entered an Order approving the sale and bid procedures on April 10, 2024, and a deadline for closing of the sale is set for July 31, 2024. The Debtor negotiated a settlement agreement with its secured lender under which the lender's claim will be paid in full, and on April 24, 2024, filed a motion to approve the agreement which is currently in the objection period. The Debtor explains that it has proceeded in good faith to make significant progress toward reorganization in the few months since the case commenced. An extension of the exclusivity period for 90 days will not harm the interests of creditors but enhance them by ensuring that the Debtor has time to complete the sale of its real property, confirm its Plan and pay all creditors in full within the shortest reasonable time. Whitestone Uptown Tower, LLC is represented by: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About Whitestone Uptown Tower Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1, 2023. In the petition signed by Bradford Johnson, authorized representative, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Michelle V Larson oversees the case. Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as legal counsel. WOM SA: Bondholders Seek Chapter 11 Case Dismissal -------------------------------------------------- Vince Sullivan of Law360 reports that a group of WOM SA noteholders asked a Delaware bankruptcy judge to dismiss the Chilean cellphone network operator's Chapter 11 case, saying the company has no connections with the United States and courts here don't have jurisdiction over the company's assets. About WOM WOM is a Chilean telecommunications provider, focused on offering mobile voice, data, and broadband services, along with a rapidly expanding "Fiber to the Home" broadband offering, to consumers and businesses in Chile. Since the acquisition of Nextel Chile in 2015 through Novator Partners LLP's investment vehicle NC Telecom AS, WOM has expanded from having virtually no market share to establishing itself as the second-largest mobile network operator in Chile. WOM sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10628) on April 1, 2024. In the petition filed by Timothy O'Connoer, as independent director, the Debtor reports estimated assets and liabilities between $1 billion and $10 billion each. The Honorable Bankruptcy Judge Karen B. Owens oversees the case. The Debtors tapped WHITE & CASE LLP as general bankruptcy counsel, RICHARDS, LAYTON & FINGER, P.A., as local bankruptcy counsel, RIVERON CONSULTING LLC as financial advisor, and ROTHSCHILD & CO US INC. as investment banker. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. [*] Municipal Finance Assets Up for Sale on May 31 -------------------------------------------------- All assets of Municipal Finance & Services Corp., 581 Main St., Suite 660, Woodbridge, New Jersey 07095, including all rights to Accelerated Municipal Payments platform, non-factoring accounts payable program for local governments to be sold at public sale at 10:00 a.m. local time on May 31 2024, at 5339 Yahct Haven Grande, Suite J-206, St. Thomas, Virginia 00802. Interested bidder may register to bid by phone, contact info@dgfunds.com or (340)-774-8800 for more information. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Aubrey Properties LLC Bankr. N.D. Ga. Case No. 24-54580 Chapter 11 Petition filed May 6, 2024 In re Handsome Home Co. LLC Bankr. N.D. Ga. Case No. 24-54592 Chapter 11 Petition filed May 6, 2024 In re Enterprise Development Group Bankr. N.D. Ga. Case No. 24-54587 Chapter 11 Petition filed May 6, 2024 In re The Oakley Agency LLC Bankr. N.D. Ga. Case No. 24-54588 Chapter 11 Petition filed May 6, 2024 In re Parker Estates LLC Bankr. E.D. Pa. Case No. 24-11539 Chapter 11 Petition filed May 6, 2024 See https://www.pacermonitor.com/view/DN6WF5Y/Parker_Estates_LLC__paebke-24-11539__0001.0.pdf?mcid=tGE4TAMA represented by: Ronald S. Gellert, Esq. GELLERT, SEITZ, BUSENKELL & BROWN, LLC E-mail: rgellert@gsbblaw.com In re Vindustrialist, LLC Bankr. S.D. Tex. Case No. 24-32124 Chapter 11 Petition filed May 6, 2024 Filed Pro Se In re Jawahar Motilal Gidwani and Catherina Maria Paolino Bankr. N.D. Cal. Case No. 24-30332 Chapter 11 Petition filed May 7, 2024 represented by: Matthew Metzger, Esq. In re EVinfinite LLC Bankr. M.D. Ga. Case No. 24-10426 Chapter 11 Petition filed May 7, 2024 See https://www.pacermonitor.com/view/ESXOLDY/EVinfinite_LLC__gambke-24-10426__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re ATL Dream Properties Group, LLC Bankr. N.D. Ga. Case No. 24-54670 Chapter 11 Petition filed May 7, 2024 In re David Wesley Hand Bankr. N.D. Ga. Case No. 24-20536 Chapter 11 Petition filed May 7, 2024 represented by: William Rountree, Esq. In re INVGRP2, LLC Bankr. N.D. Ga. Case No. 24-54678 Chapter 11 Petition filed May 7, 2024 See https://www.pacermonitor.com/case/53433600/INVGRP2,_LLC In re INVGRP5, LLC Bankr. N.D. Ga. Case No. 24-54671 Chapter 11 Petition filed May 7, 2024 See https://www.pacermonitor.com/case/53433596/INVGRP5,_LLC In re INVGRP9, LLC Bankr. N.D. Ga. Case No. 24-54676 Chapter 11 Petition filed May 7, 2024 In re New Shield of Faith Christian Ministries, Inc. Bankr. N.D. Ga. Case No. 24-54666 Chapter 11 Petition filed May 7, 2024 In re Preston Enterprises, LLC Bankr. N.D. Ga. Case No. 24-54652 Chapter 11 Petition filed May 7, 2024 See https://www.pacermonitor.com/case/53429017/Preston_Enterprises,_LLC In re Rebel Steel Ventures & Erect, Inc. Bankr. N.D. Ga. Case No. 24-20535 Chapter 11 Petition filed May 7, 2024 See https://www.pacermonitor.com/view/JRXBCLI/Rebel_Steel_Ventures__Erect_Inc__ganbke-24-20535__0001.0.pdf?mcid=tGE4TAMA represented by: William Rountree, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC E-mail: wrountree@rlkglaw.com In re Revive Atlanta, Inc. Bankr. N.D. Ga. Case No. 24-54645 Chapter 11 Petition filed May 7, 2024 See https://www.pacermonitor.com/case/53429016/Revive_Atlanta,_INC In re Ross Colby LLC Bankr. N.D. Ga. Case No. 24-54680 Chapter 11 Petition filed May 7, 2024 In re Simply L.L.C. Bankr. N.D. Ga. Case No. 24-54673 Chapter 11 Petition filed May 7, 2024 In re Heather Sabb & Associates Bankr. N.D. Ga. Case No. 24-54657 Chapter 11 Petition filed May 7, 2024 See https://www.pacermonitor.com/view/6AJY4TY/Heather_Sabb__Associates__ganbke-24-54657__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Patrick M. Welch Bankr. D. Maine Case No. 24-20090 Chapter 11 Petition filed May 7, 2024 represented by: Tanya Sambatakos, Esq. In re The Village Center Group, Limited Partnership Bankr. D. Mass. Case No. 24-10883 Chapter 11 Petition filed May 7, 2024 See https://www.pacermonitor.com/view/KABQ7WY/The_Village_Center_Group_Limited__mabke-24-10883__0001.0.pdf?mcid=tGE4TAMA represented by: Peter M. Daigle, Esq. DAIGLE LAW OFFICE E-mail: pmdaigleesq@yahoo.com In re 731 E 85th St Group Corporation Bankr. E.D.N.Y. Case No. 24-41932 Chapter 11 Petition filed May 7, 2024 See https://www.pacermonitor.com/view/DJO2WZQ/731_E_85th_St_Group_Corporation__nyebke-24-41932__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Dominick A. DiFilippo Bankr. S.D.N.Y. Case No. 24-35455 Chapter 11 Petition filed May 7, 2024 represented by: Anne Penachio, Esq. In re LVPR, LLC Bankr. E.D. Tex. Case No. 24-41092 Chapter 11 Petition filed May 7, 2024 See https://www.pacermonitor.com/view/JYSJGDQ/LVPR_LLC__txebke-24-41092__0001.0.pdf?mcid=tGE4TAMA represented by: Brandon Tittle, Esq. TITTLE LAW GROUP, PLLC E-mail: btittle@tittlelawgroup.com In re Vicki Belt Bankr. D. Ariz. Case No. 24-03607 Chapter 11 Petition filed May 8, 2024 represented by: Thomas H. Allen, Esq. ALLEN, JONES & GILES, PLC In re Leigh Holdings, LLC Bankr. M.D. Fla. Case No. 24-02625 Chapter 11 Petition filed May 8, 2024 See https://www.pacermonitor.com/view/TEBCMOI/Leigh_Holdings_LLC__flmbke-24-02625__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Obg Opco, LLC Bankr. M.D. Fla. Case No. 24-02626 Chapter 11 Petition filed May 8, 2024 See https://www.pacermonitor.com/view/TOMVPDA/Obg_Opco_LLC__flmbke-24-02626__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Arif Panjwani Bankr. N.D. Ga. Case No. 24-20544 Chapter 11 Petition filed May 8, 2024 represented by: Will Geer, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC E-mail: wgeer@rlkglaw.com In re Richard Angus Broadbent, Jr. and Shelli Anne Broadbent Bankr. S.D. Ind. Case No. 24-02386 Chapter 11 Petition filed May 8, 2024 represented by: Weston Erick Overturf, Esq. KROGER GARDIS & REGAS, LLP In re 726A Quincy Holdings LLC Bankr. E.D.N.Y. Case No. 24-41942 Chapter 11 Petition filed May 8, 2024 See https://www.pacermonitor.com/view/56AAPVA/726A_Quincy_Holdings_LLC__nyebke-24-41942__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 1B-416 LLC Bankr. E.D.N.Y. Case No. 24-41941 Chapter 11 Petition filed May 8, 2024 See https://www.pacermonitor.com/view/CYCPPGQ/1B-416_LLC__nyebke-24-41941__0001.0.pdf?mcid=tGE4TAMA represented by: Avinoam Rosenfeld, Esq. THE ROSENFELD LAW OFFICE PLLC E-mail: aviyrosenfeld@aol.com In re Gavin B. Whiston Bankr. S.D.N.Y. Case No. 24-10803 Chapter 11 Petition filed May 8, 2024 represented by: Adrienne Woods, Esq. In re Andrew Udis Bankr. S.D.N.Y. Case No. 24-10804 Chapter 11 Petition filed May 8, 2024 represented by: Douglas Pick, Esq. PICK & ZABICKI LLP Email: dpick@picklaw.net In re Scott B. Rindner Bankr. N.D. Cal. Case No. 24-40695 Chapter 11 Petition filed May 9, 2024 represented by: Vincent E. Wood, Esq. In re Aaron Durall Bankr. S.D. Fla. Case No. 24-14573 Chapter 11 Petition filed May 9, 2024 represented by: Susan Lasky, Esq. In re John Riley Stephens Bankr. N.D. Ga. Case No. 24-54752 Chapter 11 Petition filed May 9, 2024 represented by: Cameron McCord, Esq. In re Neely Davis Thornton Bankr. N.D. Ga. Case No. 24-54773 Chapter 11 Petition filed May 9, 2024 represented by: Will B. Geer, Esq. ROUNTREE LEITMAN KLEIN & GEER LLC In re Bryan Jude and Karen Denise Jude Bankr. E.D. Ky. Case No. 24-10106 Chapter 11 Petition filed May 9, 2024 represented by: Charity Bird, Esq. In re BRC Capital, LLC Bankr. N.D. Ill. Case No. 24-06897 Chapter 11 Petition filed May 9, 2024 See https://www.pacermonitor.com/view/M5OOHYA/BRC_Capital_LLC__ilnbke-24-06897__0001.0.pdf?mcid=tGE4TAMA represented by: Konstantine Sparagis, Esq. LAW OFFICES OF KONSTANTINE SPARAGIS E-mail: gus@atbankruptcy.com In re Meet Up PG, Limited Liability Company Bankr. D. Md. Case No. 24-13963 Chapter 11 Petition filed May 9, 2024 See https://www.pacermonitor.com/view/2452BFQ/Meet_Up_PG_Limited_Liability_Company__mdbke-24-13963__0001.0.pdf?mcid=tGE4TAMA represented by: Geri Lyons Chase, Esq. LAW OFFICE OF GERI LYONS CHASE E-mail: gchase@glchaselaw.com In re Robert H. Sickles Bankr. D.N.J. Case No. 24-14781 Chapter 11 Petition filed May 9, 2024 represented by: Daniel Stolz, Esq. In re Williamsbridge-3067 Realty LLC Bankr. E.D.N.Y. Case No. 24-41971 Chapter 11 Petition filed May 9, 2024 See https://www.pacermonitor.com/view/OHQVDQY/WILLIAMSBRIDGE-3067_REALTY_LLC__nyebke-24-41971__0001.0.pdf?mcid=tGE4TAMA represented by: Steven Amshen, Esq. PETROFF AMSHEN LLP E-mail: bankruptcy@petroffamshen.com In re Keivanjah LLC Bankr. E.D.N.Y. Case No. 24-41970 Chapter 11 Petition filed May 9, 2024 See https://www.pacermonitor.com/view/JSQLOJY/Keivanjah_LLC__nyebke-24-41970__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 135-15 220th Pl Corp Bankr. E.D.N.Y. Case No. 24-41962 Chapter 11 Petition filed May 9, 2024 See https://www.pacermonitor.com/view/JS5GR5Q/135-15_220th_Pl_Corp__nyebke-24-41962__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re ATVY LLC Bankr. S.D.N.Y. Case No. 24-22413 Chapter 11 Petition filed May 9, 2024 See https://www.pacermonitor.com/view/3KSQ5KA/ATVY_LLC__nysbke-24-22413__0001.0.pdf?mcid=tGE4TAMA represented by: Moshe K. Silver, Esq. LAW OFFICE OF MOSHE K. SILVER E-mail: msilverlaw@gmail.com In re M&M Holdings of Charleston, LLC Bankr. S.D. W.Va. Case No. 24-20099 Chapter 11 Petition filed May 9, 2024 See https://www.pacermonitor.com/view/HGO5QEA/MM_Holdings_of_Charleston_LLC__wvsbke-24-20099__0001.0.pdf?mcid=tGE4TAMA represented by: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE E-mail: jcaldwell@caldwellandriffee.com In re Blackstone PWS IND Inc. Bankr. C.D. Cal. Case No. 24-10775 Chapter 11 Petition filed May 10, 2024 See https://www.pacermonitor.com/view/LM57BLQ/Blackstone_PWS_IND_Inc__cacbke-24-10775__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Ben Edward Lofstedt Bankr. C.D. Cal. Case No. 24-11213 Chapter 11 Petition filed May 10, 2024 represented by: D. Hays, Esq. In re Plantation Jewelers, Inc. Bankr. M.D. Fla. Case No. 24-02350 Chapter 11 Petition filed May 10, 2024 See https://www.pacermonitor.com/view/GRMVA5A/Plantation_Jewelers_Inc__flmbke-24-02350__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP E-mail: dvelasquez@lathamluna.com In re Fernando Gikas Bankr. S.D. Fla. Case No. 24-14644 Chapter 11 Petition filed May 10, 2024 represented by: Chad Van Horn, Esq. In re Mark Anthony Bankr. N.D. Ga. Case No. 24-20564 Chapter 11 Petition filed May 10, 2024 represented by: William Rountree, Esq. ROUNTREE LEITMAN KLEIN & GEER, LLC In re Phoenix Mitchell Trucking, LLC Bankr. N.D. Miss. Case No. 24-11345 Chapter 11 Petition filed May 10, 2024 See https://www.pacermonitor.com/view/CRWJ3DY/Phoenix_Mitchell_Trucking_LLC__msnbke-24-11345__0001.0.pdf?mcid=tGE4TAMA represented by: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC In re Clement Holdings Owner, Inc. Bankr. E.D.N.Y. Case No. 24-71812 Chapter 11 Petition filed May 10, 2024 See https://www.pacermonitor.com/view/T2VGJUQ/Clement_Holdings_Owner_Inc__nyebke-24-71812__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Max Advance LLC Bankr. E.D.N.Y. Case No. 24-71824 Chapter 11 Petition filed May 10, 2024 See https://www.pacermonitor.com/view/BZSFEGY/Max_Advance_LLC__nyebke-24-71824__0001.0.pdf?mcid=tGE4TAMA represented by: Charles Wertman, Esq. LAW OFFICES OF CHARLES WERTMAN P.C. E-mail: charles@cwertmanlaw.com In re Quicksilver Capital LLC Bankr. E.D.N.Y. Case No. 24-71822 Chapter 11 Petition filed May 10, 2024 See https://www.pacermonitor.com/view/BQUCTHY/Quicksilver_Capital_LLC__nyebke-24-71822__0001.0.pdf?mcid=tGE4TAMA represented by: Charles Wertman, Esq. LAW OFFICES OF CHARLES WERTMAN P.C. E-mail: charles@cwertmanlaw.com In re David A. Smolensky Bankr. W.D. Pa. Case No. 24-21157 Chapter 11 Petition filed May 10, 2024 represented by: Donald Calaiaro, Esq. In re Hebner Diesel Performance, Inc. D/B/A Hurricane Bankr. S.D. Ala. Case No. 24-11168 Chapter 11 Petition filed May 13, 2024 See https://www.pacermonitor.com/view/RASM2HI/Hebner_Diesel_Performance_Inc__alsbke-24-11168__0001.0.pdf?mcid=tGE4TAMA represented by: J. Willis Garrett, III, Esq. GALLOWAY, WETTERMARK & RUTENS, LLP In re Across, Inc. Bankr. D.N.J. Case No. 24-10639 Chapter 11 Petition filed May 13, 2024 See https://www.pacermonitor.com/view/IL2TPHI/Across_Inc__ganbke-24-10639__0001.0.pdf?mcid=tGE4TAMA represented by: Leslie Pineyro, Esq. JONES & WALDEN, LLC E-mail: info@joneswalden.com In re In Flowers Garden, Inc. Bankr. D.N.J. Case No. 24-14883 Chapter 11 Petition filed May 13, 2024 See https://www.pacermonitor.com/view/WBORISI/In_Flowers_Garden_Inc__njbke-24-14883__0001.0.pdf?mcid=tGE4TAMA represented by: Scott J Goldstein, Esq. LAW OFFICES OF WENARSKY & GOLDSTEIN LLC E-mail: scott@wg-attorneys.com In re Jazz on Pine LLC Bankr. S.D.N.Y. Case No. 24-35477 Chapter 11 Petition filed May 13, 2024 See https://www.pacermonitor.com/view/3GWOCYI/Jazz_on_Pine_LLC__nysbke-24-35477__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Scott D Lentz and Angela O Lentz Bankr. M.D. Tenn. Case No. 24-01704 Chapter 11 Petition filed May 13, 2024 ********* 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 ***