/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240624.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 24, 2024, Vol. 28, No. 175 Headlines #1 L&T CONTRACTING: Seeks to Hire Boyer Terry LLC as Counsel 1416 EASTERN AVE: Hires VerStandig Law Firm as Legal Counsel 17059 WANDERING: Seeks to Hire Susan D. Lasky PA as Counsel 3BM GROUP: Seeks to Hire DeMarco Mitchell PLLC as Counsel 8-10 LEEDS: Seeks to Hire Van Dam Law LLP as Counsel ACI WORLDWIDE: Egan-Jones Retains B+ Senior Unsecured Ratings ADKOM LLC: Case Summary & Two Unsecured Creditors ADT SECURITY: Egan-Jones Retains B- Senior Unsecured Ratings AGSPRING LLC: Unsecureds Will Get 47% of Claims in Liquidating Plan ALLEGIANT TRAVEL: Egan-Jones Retains B Senior Unsecured Ratings AMELIOM IT: Case Summary & Four Unsecured Creditors AMERICA TIRE: Fitch Lowers Rating on Sr. Secured Loans to 'B+' AMERICAN AIRLINES: Egan-Jones Retains B- Senior Unsecured Ratings AMERICAN AIRLINES: Egan-Jones Retains BB Senior Unsecured Ratings AMERICAN AXLE: Egan-Jones Retains B- Senior Unsecured Ratings AMERICAN DENTAL: Hires Stone & Baxter LLP as Counsel AMERICAN ELECTRIC: Fitch Gives 'BB+' Rating on Jr. Sub. Debentures AMERICAN HVAC: Seeks to Hire Tax Force Inc as Bookkeeper AN GLOBAL: Seeks to Hire Carroll Services as Administrator AVENTIS SYSTEMS: Plan Trustee Taps Ogier Rothschild as Counsel AVENUE DC: Amends Several Secured Claims Pay Details AVRICORE HEALTH: Manning Elliott Raises Going Concern Doubt B&G FOODS: Moody's Affirms 'B3' CFR & Alters Outlook to Positive BIG LOTS: Financial Woes Raise Going Concern Doubt BIOMARIN PHARMACEUTICAL: Egan-Jones Hikes Unsec. Ratings to BB+ BRC CAPITAL: Hires Law Offices of Konstantine Sparagis as Counsel CANADIAN UTILITIES: Egan-Jones Retains BB Senior Unsecured Ratings CANDLE DELIRIUM: Hires Jeffrey S. Shinbrot as Legal Counsel CEDAR FAIR: Egan-Jones Retains B Senior Unsecured Ratings CENTURY ALUMINUM: Egan-Jones Retains B Senior Unsecured Ratings CHART INDUSTRIES: Egan-Jones Retains BB Senior Unsecured Ratings CHARTER COMMUNICATIONS: Egan-Jones Retains BB Sr. Unsec. Ratings CHEN FOUNDATION: Seeks to Hire Jacobs P.C. as Legal Counsel CLEAN HARBORS: Egan-Jones Retains BB+ Senior Unsecured Ratings CLINE'S CORNER: Hires Arnold Behrens Nesbit Gray as Accountant CLINE'S CORNER: Hires Happel Incorporated as Realtor CMG MEDIA: S&P Places 'B-' ICR on CreditWatch Negative CNX RESOURCES: Egan-Jones Retains B+ Senior Unsecured Ratings COLEGIO OTOQUI: Seeks to Hire Cardona Jimenez as Legal Counsel COLUMBUS MCKINNON: Egan-Jones Retains BB- Senior Unsecured Ratings COMPASS MINERALS: S&P Downgrades ICR to 'B+', Outlook Stable CONTAINER STORE: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg. CORECIVIC INC: Egan-Jones Retains BB+ Senior Unsecured Ratings CREDIVALORES-CREDISERVICIOS: Hires Epiq as Claims, Noticing Agent CREDIVALORES-CREDISERVICIOS: Hires FTI as Financial Advisor CREDIVALORES: Seeks to Hire Baker McKenzie as Legal Counsel CRYSTAL PACKAGING: Hires Wadsworth Garber Warner as Counsel D & R JONES: Creditors to Get Proceeds From Liquidation DELUXE CORP: Egan-Jones Retains B Senior Unsecured Ratings DENNY'S CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB+ DIOCESE OF SAN FRANCISCO: Exclusivity Period Extended to Sept. 27 DMK PHARMA: ZMI Management Finalizes ZIMHI(TM) Acquisition DMN8 PARTNERS: Unsecureds Will Get 10% to 25% of Claims in Plan DNC AND TCPA: Hires Cimino Law Office as State Court Trial Counsel DOTLESS LLC: Seeks to Extend Plan Exclusivity to Sept. 11 DYNATA LLC: Hires Alvarez & Marsal as Restructuring Advisor DYNATA LLC: Hires Houlihan Lokey Capital as Investment Banker DYNATA LLC: Hires Willkie Farr & Gallagher LLP as Co-Counsel DYNATA LLC: Hires Young Conaway Stargatt as Co-Counsel DYNATA LLC: Seeks to Hire Kroll as Administrative Advisor EBURY STREET: Hires Rumberger Kirk & Caldwell PC as Counsel ECI PHARMACEUTICALS: Taps Sodl & Ingram as Real Estate Counsel ECP OWNER 1: Plan Exclusivity Period Extended to August 27 EDGEWOOD MANOR: Case Summary & 13 Unsecured Creditors ELYSIUM AXIS: Case Summary & 12 Unsecured Creditors EMRLD BORROWER: Fitch Assigns 'BB' Rating on 2031 Secured Notes ENGINEERED MACHINERY: Moody's Alters Outlook on B2 CFR to Negative ENVIRI CORP: Egan-Jones Withdrew B Senior Unsecured Ratings EXPRESS INC: Committee Hires Kramer Levin as Legal Counsel EXPRESS INC: Committee Hires Province LLC as Financial Advisor EXPRESS INC: Committee Hires Saul Ewing LLP as Co-Counsel FAMULUS HEALTH: Hires Campbell Law Firm P.A. as Counsel FLEXACAR LLC: Rental Income & Cash Infusion to Fund Plan FMC TECHNOLOGIES: Egan-Jones Retains BB Senior Unsecured Ratings FOOT LOCKER: Egan-Jones Hikes Senior Unsecured Ratings to BB+ GALAXY NEXT: Committee Taps Jones & Walden LLC as Legal Counsel GEN DIGITAL: S&P Assigns 'BB' Rating on Repriced Term Loan B GEORGINA FALU: Amends Unsecureds & Velocity Secured Claims Pay GREATER SHEPHERD: Hires Hester Baker Krebs LLC as Attorney HEATHERWOOD CONDOMINIUM: Taps Winter Capriola as Special Counsel HELLO NOSTRAND: Hires H.S.C. Management Corp. as Managing Agent HERTZ CORP: Moody's Affirms B2 CFR & Rates New 1st Lien Notes Ba3 HERTZ GLOBAL: S&P Downgrades ICR to 'B' on Weaker Credit Metrics HIBBLER HOLDINGS: Hires Harris Shelton Hanover Walsh as Counsel HIGHLAND PROPERTY: Seeks to Hire Berkshire Hathaway as Realtor HISTORIC TIMBER: Case Summary & 11 Unsecured Creditors HOT CRETE: Seeks to Hire Royston Rayzor Vickery as Special Counsel IMERI ENTERPRISES: Hires Baker & Associates as Legal Counsel INTERGALACTIC THERAPEUTICS: Files Amendment to Disclosure Statement ISUN INC: Seeks to Hire England Securities as Investment Banker ISUN INC: Seeks to Hire Ordinary Course Professionals ISUN INC: Taps Robert Vanderbeek of Novo Advisors LLC as CRO JILL ACQUISITION: Moody's Ups CFR & Secured First Lien Debt to B1 JULIAN'S RECIPE: Case Summary & 20 Largest Unsecured Creditors KIRBY CORP: Egan-Jones Retains BB Senior Unsecured Ratings KYMERA INTERNATIONAL: Fitch Assigns B- LongTerm IDR, Outlook Stable L.O.F. INC.: Seeks to Hire PPL Group, LLC as Auctioneer LADDER CAPITAL: Moody's Ups Unsecured Notes to Ba1, Outlook Pos. LADDER CAPITAL: S&P Upgrades ICR to 'BB' on Strong Funding LLT MANAGEMENT: 60+ Law Firms Oppose Pre-pack Bankruptcy Scheme LLT MANAGEMENT: Talc Victims Ad Hoc Counsel Backs Bankruptcy Plan LUGG INC.: Hires Nardella & Nardella as Co-Counsel LUGG INC: Hires Baker & Hostetler LLP as Counsel LUGG INC: Hires GGG Partners LLC as Financial Advisor M&G TRANSPORTATION: Hires Ascend Business as Financial Advisor M&G TRANSPORTATION: Hires Forshey & Prostok as Local Counsel M&G TRANSPORTATION: Seeks to Hire Carothers & Hauswirth as Counsel MACERICH COMPANY: Egan-Jones Retains BB+ Senior Unsecured Ratings MAGNO LLC: Trustee Hires Lane Powell PC as Special Counsel MAGNOLIA SENIOR LIVING: No Decline in Resident Care, PCO Reports MAGNOLIA SENIOR: No Decline in Resident Care, 1st PCO Report Says MANITOWOC COMPANY: Egan-Jones Retains BB- Senior Unsecured Ratings MARIOTT INTERNATIONAL: Egan-Jones Retains BB+ Sr. Unsec. Ratings MASTEC INC: Egan-Jones Retains BB Senior Unsecured Ratings MASTERBRAND INC: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable MCLEAN AFFILIATES: Fitch Alters Outlook on BB+ LongTerm IDR to Neg. MED-X INC: SetApart Accountancy Raises Going Concern Doubt MEGNA PACIFIC: Seeks to Hire Young & Williams as Legal Counsel MIDAS GOLD: Seeks to Tap Burch & Cracchiolo as Bankruptcy Counsel MISSISSIPPI CENTER: Taps Head Auctions & Realty as Auctioneer NATHAN'S FAMOUS: Egan-Jones Retains B+ Senior Unsecured Ratings NB FLATS: Committee Taps McKay Burton as Bankruptcy Counsel NB FLATS: Hires Marcus & Millichap Real Estate as Broker NB FLATS: Seeks Court Nod to Sell Alpine Flats NITRO FLUIDS: Seeks to Hire Bonds Ellis Eppich as Counsel NITRO FLUIDS: Seeks to Hire Mr. Walker of Riverbend as CRO NP WILDCAT: Hires Colliers International as Real Estate Broker OCCY LABORATORY: Crescita to Acquire Non-Real Estate Assets ONITY GROUP: Egan-Jones Retains B Senior Unsecured Ratings OPTIO RX: Seeks to Hire Stretto as Claims and Noticing Agent OREGON CLEAN: S&P Assigns Prelim 'BB-' Rating on Sec. Term Loan B OSHKOSH REFURB: Amends Bank First Claim Pay; Plan Hearing July 23 OWENS & MINOR: Egan-Jones Retains BB- Senior Unsecured Ratings PACE ROSEWOOD: Seeks to Hire CHDB Law LLP as Bankruptcy Counsel PARLEMENT TECHNOLOGIES: Taos David J. Merrill as Special Counsel PEBBLEBROOK HOTEL: Egan-Jones Retains BB- Senior Unsecured Ratings PEGASUS HOME: Names Hugh Rovit as CEO Following Bankruptcy Exit PHOENIX MITCHELL: Hires Payne Law Firm as Co-Counsel PITNEY BOWES: Egan-Jones Retains B- Senior Unsecured Ratings PIZZA PALS: Seeks to Hire Quatrro Business as Bookkeeper PLYMOUTH EDUCATIONAL: S&P Withdraws 'D' Rating on Revenue Bonds PPGE ALAMO: Case Summary & 18 Unsecured Creditors PREMIER CAR WASH EASLEY: Voluntary Chapter 11 Case Summary PREMIER CAR: Case Summary & Six Unsecured Creditors PRO CIV CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors PROCOM SERVICES: Hires BransonLaw PLLC as Counsel QUANTUM COMPUTING: Financial Strain Raises Going Concern Doubt QUANTUM COMPUTING: Replaces BF Borgers With BPM LLP as Auditor R&N EASLEY: Case Summary & Three Unsecured Creditors RANGE RESOURCES: Egan-Jones Retains BB Senior Unsecured Ratings REGAL PRESS: Hires Donovan Sullivan & Ryan as Counsel ROBERTSHAW US: Bankruptcy Court Approves 363 Asset Sale ROBERTSHAW US: Plan Exclusivity Period Extended to Oct. 14 RYDER SYSTEM: Egan-Jones Retains BB+ Senior Unsecured Ratings SAM ASH: Seeks to Tap Cole Schotz as Bankruptcy Counsel SAM ASH: Taps Capstone Capital Markets as Investment Banker SCHOFFSTALL FARM: Hires Tucker Arensberg as Special Counsel SHENANDOAH TELECOM: Egan-Jones Retains BB+ Sr. Unsecured Ratings SHORT SERVICES: Seeks to Hire Slocum Law as Bankruptcy Counsel SHORT SERVICES: Taps McLemore Auction Company as Auctioneer SINCLAIR BROADCAST: Egan-Jones Retains CCC+ Sr. Unsecured Ratings SIR TAJ: Taps Marcus & Millichap as Real Estate Broker SJB TRUCKING: Seeks to Hire Clark Stith as Bankruptcy Counsel SKC PROPERTIES: Seeks to Hire CBRE Inc. as Realtor SKYWEST INC: Egan-Jones Retains B Senior Unsecured Ratings SM ENERGY: Egan-Jones Retains BB Senior Unsecured Ratings SOS HYDRATION: Hires Larson & Zirzow, LLC as Bankruptcy Counsel SPECTRUM GROUP: S&P Raises ICR to 'CCC', Outlook Negative SPEEDWAY AUTO: Hires WFN Consulting LLC as Consultant and CRO SUMMIT HOTEL: Egan-Jones Retains BB Senior Unsecured Ratings SUMMIT MIDSTREAM: Egan-Jones Retains B+ Senior Unsecured Ratings SUNRAMA INC: Seeks to Hire Michael L. Previto as Attorney T AND D: Seeks to Hire Gudeman & Associates P.C. as Counsel TABOR MANOR: Ombudsman Hires Whitfield & Eddy as Counsel TERRA STATE COLLEGE: Moody's Lowers Issuer Rating to B3 TOMMY'S FORT: Taps Monica S. Blacker of Force Ten Partners as CRO TRANSALTA CORP: Egan-Jones Retains BB+ Senior Unsecured Ratings TRIAD MOTORS: Seeks to Hire James S. Wilkins as Legal Counsel TRIPADVISOR INC: Moody's Rates New $500MM 1st Lien Term Loan 'Ba2' TRIPADVISOR INC: S&P Rates New Secured First-Lien Term Loan 'BB-' TRITON WATER: Moody's Puts 'B3' CFR Under Review for Upgrade U.S. PRESS: Case Summary & 20 Largest Unsecured Creditors UPHEALTH HOLDINGS: Taps Stout Capital as Investment Banker US FOODS: S&P Alters Outlook to Positive, Affirms 'BB' ICR US REALM POWDER: Hires Diamond McCarthy as Litigation Counsel UTZ BRANDS: S&P Alters Outlook to Positive, Affirms 'B' ICR VANGUARD MEDICAL: U.S. Trustee Appoints Arthur Peabody as PCO VECTOR GROUP: Egan-Jones Retains CCC+ Senior Unsecured Ratings VERINT SYSTEMS: Egan-Jones Retains BB Senior Unsecured Ratings VIASAT INC: Egan-Jones Retains CCC+ Senior Unsecured Ratings VIPER ENERGY: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable WESLEY ENHANCED: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable WESTCHESTER COUNTY HEALTH: Moody's Cuts Ratings to B1 WEX INC: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable WOODLAND VEGAN: Seeks to Hire Ordinary Course Professionals XEROX HOLDINGS: Egan-Jones Retains B+ Senior Unsecured Ratings XL COMPANIES: Unsecureds Will Get 8% to 15% of Claims in Plan YUM! BRANDS: Egan-Jones Retains BB- Senior Unsecured Ratings ZACHRY HOLDINGS: Seeks to Hire White & Case as Bankruptcy Counsel ZACHRY HOLDINGS: Seeks to Tap M3 Advisory as Restructuring Advisor ZACHRY HOLDINGS: Taps Hicks Thomas as Special Litigation Counsel ZACHRY HOLDINGS: Taps Susman Godfrey as Special Litigation Counsel [*] James Grogan Joins Greenberg Traurig's Bankruptcy Practice [^] BOND PRICING: For the Week from June 17 to 21, 2024 ********* #1 L&T CONTRACTING: Seeks to Hire Boyer Terry LLC as Counsel ------------------------------------------------------------ #1 L&T Contracting, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Boyer Terry LLC as counsel. The firm will provide these services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; (b) prepare legal papers; (c) continue existing litigation to which the Debtor may be a party and conduct examinations incidental to the administration of the Debtor's estate; (d) take any and all necessary action for the proper preservation and administration of the estate; (e) assist the Debtor with the preparation and filing of a Statement of Financial Affairs and schedules and lists; (f) take whatever action is necessary with reference to the use by the Debtor of its property pledged as collateral; (g) assert, as directed by the Debtor, claims that the Debtor may have against others; (h) assist the Debtor in connection with claims for taxes made by governmental units; and (i) perform other necessary legal services for the Debtor. The firm will be paid at these rates: Attorneys $350 to $370 per hour Research Assistants and Paralegals $100 per hour The Debtor paid the firm a prepetition advance deposit of $6,500. Wesley Boyer, Esq., an attorney at Boyer Terry, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Wesley J. Boyer, Esq. Boyer Terry LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Email: Wes@BoyerTerry.com About #1 L&T Contracting, LLC #1 L&T Contracting, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Ga. Case No. 24-50768) on May 28, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by BOYER TERRY LLC. 1416 EASTERN AVE: Hires VerStandig Law Firm as Legal Counsel ------------------------------------------------------------ 1416 Eastern Ave NE LLC and its affilaites seek approval from the U.S. Bankruptcy Court for the District of Columbia to employ The VerStandig Law Firm, LLC d/b/a The Belmont Firm as its general reorganization counsel. The firm will provide these services: a. prepare and file all necessary pleadings, motions, and other court papers, on behalf of the Debtor; b. negotiate with creditors, equity holders, and other interested parties; c. represent the Alleged Debtor in any adversary proceedings, contested matters, and other proceedings before this Honorable Court; d. prepare a plan of reorganization on behalf of the Debtor; and e. tend to such other and further matters as are necessary and appropriate in the prism of this case. The firm will be paid at these rates: Attorney $495 per hour Associates $225 per hour Paralegal $100 per hour The firm received a pre-petition retainer, from a third party, in the sum of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Maurice B. VerStandig, Esq. at The Verstandig Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Maurice B. VerStandig, Esq. The Verstandig Law FIRM 1050 Connecticut Ave., NW Suite 500 Washington, D.C. 20036 Tel: (301) 444-4600 Email: mac@mbvesq.com About 1416 Eastern Ave NE LLC 1416 Eastern Ave NE LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.C. Case No. 24-00180) on May 29, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by THE BELMONT FIRM. 17059 WANDERING: Seeks to Hire Susan D. Lasky PA as Counsel ----------------------------------------------------------- 17059 Wandering Wave LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Susan D. Lasky PA as counsel. The firm will provide these services: a. advise the Debtors regarding their powers and duties and the continued management of their financial affairs; b. advise the Debtors with respect to their responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; c. prepare legal papers; d. protect the interest of the Debtors in all matters pending before the court; and e. represent the Debtors in negotiation with their creditors in the preparation of a Chapter 11 plan. Susan D. Lasky will be paid at these rates: Attorneys $400 per hour Paralegals $200 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. As disclosed in court filings, Susan D. Lasky is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Susan D. Lasky, Esq. Susan D. Lasky PA 320 S.E. 18th St Ft. Lauderdale, FL 33316 Tel: (954) 400-7474 Fax: (954) 206-0628 Email: Sue@SueLasky.com About 17059 Wandering Wave LLC Wandering Wave LLC specializes in providing cutting-edge underground communication services. The Company specializes in delivering top-tier fiber optic services that enhance connectivity experience. Wandering Wave LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-15073) on May 23, 2024. In the petition filed by Javier Junior Esqueda, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $1 million and $10 million. Honorable Bankruptcy Judge Ronald A. Clifford III oversees the case. The Debtor is represented by Susan D. Lasky, Esq. 3BM GROUP: Seeks to Hire DeMarco Mitchell PLLC as Counsel --------------------------------------------------------- 3BM Group Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ DeMarco Mitchell, PLLC as counsel. The firm will provide these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The firm will be paid as follows: Robert T. DeMarco, Esq. $400 per hour Michael S. Mitchell, Esq. $300 per hour Barbara Drake, Paralegal $125 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received the amount of $1,725.50. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (972) 578-1400 Fax: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About 3BM Group Holdings, LLC 3BM Group Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-30666) on March 5, 2024, listing $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Eric A. Liepins, Esq. at Eric A. Liepins, P.C. represents the Debtor as counsel. 8-10 LEEDS: Seeks to Hire Van Dam Law LLP as Counsel ---------------------------------------------------- 8-10 Leeds LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Van Dam Law LLP as counsel to handle its Chapter 11 case. The firm has agreed to represent the Debtor for an hourly fee of $450 and a retainer of $18,262. As disclosed in court filings, Van Dam Law does not hold any interest adverse to the interest of the Debtor. The firm can be reached through: Michael Van Dam, Esq. Van Dam Law LLP 233 Needham Street, Suite 540 Newton, MA 02464 Tel: (617) 969-2900 Fax: (617) 964-4631 Email: mvandam@vandamlawllp.com About 8-10 Leeds LLC 8-10 Leeds LLC in Saugus, MA, filed its voluntary petition for Chapter 11 protection (Bankr. D. Mass. Case No. 24-11126) on June 5, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Kevin Chiles as manager, signed the petition. Judge Janet E. Bostwick oversees the case. VAN DAM LAW LLP serve as the Debtor's legal counsel. ACI WORLDWIDE: Egan-Jones Retains B+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on May 24, 2024, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by ACI Worldwide, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Miami, Florida, ACI Worldwide, Inc. develops, markets, and supports software products for the global electronics funds transfer market. ADKOM LLC: Case Summary & Two Unsecured Creditors ------------------------------------------------- Debtor: Adkom, LLC 28066 Van Horne Lane Jerseyville, IL 62052 Business Description: Adkom, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Southern District of Illinois Case No.: 24-30425 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: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Adams as manager. A list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UZWBT6Y/Adkom_LLC__ilsbke-24-30425__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UQGZ7LQ/Adkom_LLC__ilsbke-24-30425__0001.0.pdf?mcid=tGE4TAMA ADT SECURITY: Egan-Jones Retains B- Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on May 22, 2024, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by ADT Security Corporation. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Boca Raton, Florida, ADT Security Corporation provides security systems. AGSPRING LLC: Unsecureds Will Get 47% of Claims in Liquidating Plan ------------------------------------------------------------------- Agspring, LLC and its affiliates submitted an Amended Combined Disclosure Statement and Joint Plan of Liquidation dated June 3, 2024. The Plan is a joint liquidating plan, which provides for a Plan Administrator to make distributions to creditors pursuant to the Plan, using the Plan Funding (to be provided by the Prepetition Term Loan Lenders), and to liquidate or otherwise dispose of the remaining assets of the Debtors and Estates in accordance with the Plan. The Liquidating Debtors, acting through the Plan Administrator, shall attempt to liquidate, diligently and for the highest value reasonably possible, the remaining Distributable Assets. The Liquidating Debtors may liquidate or abandon the Distributable Assets, including Causes of Action, based on the Liquidating Debtors' business judgment, without the need for further order of the Bankruptcy Court. The Plan Administrator will distribute all net proceeds to creditors, including payment of all Allowed Prepetition Term Loan Secured Claims, Administrative Expense Claims, Priority Tax Claims, Other Priority Claims (Class 1) and Other Secured Claims (Class 2) (subject to the Debtors' election of alternative treatments under the Plan and solely to extent of the value of the collateral which secured such Claims), generally in accordance with the priority scheme under the Bankruptcy Code, subject to the terms of the Plan, including the provision of the Class 4 Fund and the Class 5 Fund, for the benefit of general unsecured creditors. On or as soon as reasonably practicable after the Effective Date (after the applicable claim has been Allowed), NGP will receive the Class 4 Fund and general unsecured creditors in Class 5 will receive a Pro Rata share of the Class 5 Fund. In a Chapter 7 proceeding, without any Plan Funding or the establishment of the Class 4 Fund and the Class 5 Fund, general unsecured creditors would receive no distribution on account of their claims. As to the Prepetition Term Loan Secured Claims (in Class 3), on or after the Effective Date in accordance with the terms of the Plan, each Holder of an Allowed Class 3 Claim will receive in full satisfaction, settlement, and release of such Allowed Class 3 Claim, the Cash proceeds of the Debtors' Distributable Assets from and after the Effective Date, net of the amounts necessary to fund the payment of, as applicable and except as otherwise agreed by the Holders of such Allowed Claims, Administrative Expense Claims, Priority Tax Claims, Other Priority Claims, Other Secured Claims, and the Post-Effective-Date Liquidating Expenses, and/or reserves established for any of the foregoing. The Holders of Class 3 Claims shall continue to retain Liens against the applicable Distributable Assets (other than, for the avoidance of doubt, the Administrative / Priority / Other Distributions Reserve, the Post-Effective-Date Liquidating Expense Reserve, the Professional Fee Reserve, the Class 4 Fund, and the Class 5 Fund) until the Allowed Class 3 Claims have been paid in full or otherwise satisfied and extinguished. The Prepetition Lenders Deficiency Claims are classified as Class 5 General Unsecured Claims, but no distributions of the Class 5 Fund will be made to the Prepetition Term Loan Lenders. Lastly, the Holders of Intercompany Claims (in Class 6) and Equity Interests (in Class 7) will not receive any distributions or property under the Plan. Class 5 consists of General Unsecured Claims which includes the Prepetition Lenders Deficiency Claims. On or as soon as practicable after the Effective Date, each Holder of an Allowed General Unsecured Claim (excluding the Prepetition Lenders Deficiency Claims) shall receive, as the sole distribution under the Plan on account of such Allowed General Unsecured Claim, a Pro Rata share of the Class 5 Fund (calculated as a percentage of all Allowed General Unsecured Claims excluding the Prepetition Lenders Deficiency Claims). Aggregate distributions to each Holder of an Allowed General Unsecured Claim shall not exceed the full Allowed amount of such General Unsecured Claim. Class 5 is an Impaired Class and the Holders of Class 5 Claims are entitled to vote to accept or reject the Plan. The allowed unsecured claims total $10,565.69. This Class will receive a distribution of 47% of their allowed claims. The source of all distributions and payments under the Plan will be (i) the Distributable Assets and the proceeds thereof, including the Debtors' Cash on hand and proceeds from the sale or other disposition of the Debtors' assets, including the prosecution of Causes of Action, and (ii) the Plan Funding. A full-text copy of the Amended Combined Disclosure Statement and Plan dated June 3, 2024 is available at https://urlcurt.com/u?l=zpcL4E from PacerMonitor.com at no charge. Co-Counsel to the Debtors: Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Telephone: 302-778-6401 Mobile: 302-547-3132 Email: ljones@pszjlaw.com Samuel R. Maizel, Esq. John A. Moe, II, Esq. Tania M. Moyron, Esq. Dentons US, LLP 601 South Figueroa Street, Suite 2500 Los Angeles, California 90017-5704 Tel: (213) 623-9300 Fax: (213) 623-9924 Email: samuel.maizel@dentons.com john.moe@dentons.com tania.moyron@dentons.com About Agspring LLC Agspring, LLC is a provider of warehousing and storage services in Leawood, Kansas. Agspring and five of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10699) on May 31, 2023. At the time of the filing, Agspring reported $1 million to $10 million in assets and $50 million to $100 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtor tapped Pachulski Stang Ziehl & Jones, LLP and Dentons US, LLP as legal counsels, and Kyle Sturgeon of MERU, LLC as chief restructuring officer. ALLEGIANT TRAVEL: Egan-Jones Retains B Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on May 22, 2024, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Allegiant Travel Company. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Las Vegas, Nevada, Allegiant Travel Company operates as a leisure travel company. AMELIOM IT: Case Summary & Four Unsecured Creditors --------------------------------------------------- Debtor: Ameliom IT, LLC 30985 Oakview Rd. Bulverde, TX 78163 Business Description: Ameliom provides computer systems design and related services. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-51148 Judge: Hon. Craig A Gargotta Debtor's Counsel: H. Anthony Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL 22211 IH-10 West, Suite 1206-168 San Antonio, TX 78257 Tel: (210) 522-9500 Fax: (210) 522-0205 Email: hervol@sbcglobal.net Total Assets as of May 14, 2024: $339,700 Total Liabilities as of May 14, 2024: $1,986,557 The petition was signed by Brian L. Adams as president and authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HFWKL6Q/Ameliom_IT_LLC__txwbke-24-51148__0001.0.pdf?mcid=tGE4TAMA AMERICA TIRE: Fitch Lowers Rating on Sr. Secured Loans to 'B+' -------------------------------------------------------------- Fitch Ratings has downgraded ATD New Holdings, Inc. and American Tire Distributors, Inc.'s (collectively ATD) Long-Term Issuer Default Ratings (IDRs) to 'CCC+' from 'B-'. Fitch has also downgraded ATD's senior secured revolving and FILO ABL facilities to 'B+'/'RR1' from 'BB-'/'RR1' and senior secured term loans to 'CCC'/'RR5' from 'B-'/'RR4'. ATD's downgrade reflects heightened liquidity risk with increased revolver utilization (over 75%) and limited balance sheet cash (under $25 million). The company's margins are constrained by overall market softness, consumers trading down to lower-tier tires, and an unfavorable channel mix. Fitch's rating case forecasts negative to neutral FCF, EBITDAR coverage below 1.0x and leverage above 10x in 2024, with improving trends thereafter, consistent with 'CCC+' rating tolerances. Management has taken steps to improve operations by renegotiating secondary supply contracts and opening the new McDonough Regional Distribution Center to drive inventory velocity. It has also strategically shifted to meet lower-tier demand with its proprietary Hercules and IronMan brands. The ratings consider the resiliency of replacement tire demand and increasing vehicle miles traveled, signaling pent-up demand, offset by the relatively weak position in the value chain inherent to distributors. KEY RATING DRIVERS Pressured Near-Term Liquidity Position: At 1Q24, ATD had $211 million of liquidity, which Fitch believes provides limited headroom in the near term. The historical first half inventory stocking and second half destocking cash conversion cycle helps moderate risk and is expected to support cash flows in the second half of 2024. However, revolver availability is at risk of declining further as ATD may draw through seasonal inventory purchases, utilize debt service and be subject to availability limitations introduced by its 1.0x fixed charge coverage incurrence covenant. While ATD's revolver availability is above the 10% threshold to trigger the measurement of the incurrence covenant, a fixed charge coverage ratio of under 1.0x would effectively reduce availability in order to avoid covenant measurement. Fitch calculated EBITDAR coverage is expected to be below 1.0x in 2024, compared to 0.9x in 2023. Turnaround Supports FCF Improvement: Fitch forecasts breakeven-to-negative FCF in fiscal 2024, following two years of Fitch-calculated breakeven-to-negative FCF generation. Fitch expects working capital to be a source of cash in fiscal 2024, with improving inventory management and supply chain efficiencies. However, this is below the company's average margins, and together with higher interest rates, limit the company's ability to generate meaningful FCF. Further sustained FCF improvements are linked to cost-reduction actions, working capital management enhancements, and overall recovery in the tire replacement aftermarket. Unfavorable Product/Channel Mix Pressures Margins: Customers have shifted away from premium tires to lower-tier, lower margin value brand tires. In addition, ATD's channel mix has shifted away from more profitable independent dealers, and towards commissions-based secondary supply contracts for manufacturers, which has pressured margins. ATD has also been impacted by supply chain inflation, as manufacturers are not passing through raw material benefits to their distributors. These challenges have reduced Fitch-adjusted EBITDA margins from a high of 4.9% in fiscal 2021 to a low of 1.9% in fiscal 2023, and has increased cash flow volatility. ATD has made progress in renegotiating secondary supply contracts and is positioned well to meet lower-tier demand with higher margin in-house brands (Hercules, Ironman). Fitch forecasts EBITDA margins will improve but remain below historical levels at between 2.5%-3.5% for most of the rating horizon. Elevated, but Improving Leverage Profile: EBITDAR leverage is expected to be above 10x in fiscal 2024, consistent with 'CCC' rated peers. Fitch forecasts margin and cash flow improvement initiatives will support positive FCF and gross debt reduction over the forecast period. Fitch's rating case projects EBITDAR leverage closer to 7.0x in 2026-2027. Tire Fundamentals Signal Pent-Up Demand: The consumable, non-discretionary nature of tires and the correlation of tire shipments to vehicle miles travelled support ATD's demand prospects and earnings profile. However, the sensitivity to product mix and weaker consumer confidence has recently pushed purchasing trends toward value-oriented products, and can create a need to shift inventory mix. Fitch anticipates a slight recovery in volumes in 2H24 given tire fundamentals, upside potential for ATD could be limited given the shift in product/channel mix and limited flexibility for additional inventory investment. Inherent Business Model Risks: As a distributor, ATD is in a relatively weak position in the value chain that limits profitability to relatively low levels. The company has a concentrated supplier base that exposes the business to disruptions or aggressive actions in the product category that could pressure cash flows. The risk is highlighted by the 2018 debt restructuring that resulted from large vendors setting up a competing platform. This ongoing risk is partially mitigated by ATD's large network scale, which makes it attractive for national distribution, and solid presence with smaller regional and local customers that are more difficult to reach. ATD has also invested in developing logistics and digital services to offer further value to customers. DERIVATION SUMMARY Fitch compares ATD to other high yield industrial distributors as well as larger alternative automotive parts distributor LKQ Corporation (BBB-/Positive). Conditions have been challenging recently for many high yield distributors as a result of consumers trading down for lower tier products, increased competition from tire manufacturers and weakened tire replacement demand, despite both increasing vehicle miles traveled and average car parc age. Similar to high yield distribution peers, ATD's ratings reflect the competitiveness of the distribution market that limits profitability, although it has a decent degree of customer and vendor diversification for the rating category. Fitch expects ATD's EBITDAR coverage to be below 1.0x in fiscal 2024, before potentially improving to the low-1.0x range in fiscal 2025. Leverage is expected to remain elevated through the forecast, staying above 10x in fiscal 2024, and but trend closer to 7.0x in 2026-2027. The IG LKQ's ratings reflect its solid and consistently positive FCF generation, modest EBITDAR leverage expected to be around the low-3.0x range over the long term, and strong market position within the automotive aftermarket distribution business. KEY ASSUMPTIONS - Growth of about 1% in 2024 considers a slight pick-up in volumes in 2H24 through the SureDrive partnership, secondary supply agreements, and lower-tier tire replacement. Organic revenue growth is in the low-to-mid single digits in 2025 and thereafter; - Fitch calculated EBITDA margin improves to about 2.5% for fiscal 2024, with a slight improvement in 2H24. Thereafter EBITDA margin is between 3.5%-4.0%, slightly below 2021 and 2022 levels; - Working capital unwinds in 2H24, supporting an inflow of cash flow. FCF remains breakeven to negative in fiscal 2024 with improving medium-term trends; - ATD prioritizes deleveraging in the near-to-medium term; - Debt is assumed to be refinanced prior to maturity at rates based on a SOFR curve of 5.2% in 2024, 4.0% in 2025, and 3.6% in 2026-2027. RECOVERY ANALYSIS The recovery analysis assumes ATD would be considered a going concern in bankruptcy and would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim in the recovery analysis. A going concern (GC) EBITDA estimate of approximately $215 million reflects Fitch's view of a sustainable post-reorganization EBITDA. Fitch considers a bankruptcy scenario that could be caused by a combination of one or more the following: heightened competitive intensity leading to sustained pressures on profitability and cash flows or a liquidity event potentially driven by working capital challenges or large corporate actions. An EV multiple of 5.5x is used to calculate the post-reorganization valuation. The multiple considers ATD's prior reorganization at around 9.0x and the median multiple of 5.1x observed across 23 bankruptcies within Fitch's "Automotive Bankruptcy Enterprise Values and Creditor Recoveries" report published in April 2024. Fitch's recovery analysis assumes an approximately 80% draw on ATD's $1.1 billion revolving ABL facility and $100 million of ABL FILO tranche borrowings which are already outstanding. Fitch's assumptions reflect the potential that the ABL facility's borrowing base falls slightly below current levels, given current stresses and financial performance. The analysis results in a 'B+'/'RR1' rating for the asset-based revolving and FILO tranche. The two share the same collateral pool, and while the FILO loan would be "last-out", any shortfall in its borrowing base during a time of distress would result in lower borrowing capacity for the revolving ABL. The first lien term loan is considered lower priority than the ABL and FILO loan, leading to a 'CCC'/'RR5' rating. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Liquidity concerns ease as a result of strengthened performance in cash flow generation, represented by greater than 30% revolver availability; - EBITDAR Fixed Charge Coverage sustained above 1.5x and senior EBITDAR leverage sustained below 6.5x, reducing refinancing and covenant risks. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Inability to generate positive FCF, increase revolver availability, or procure sufficient liquidity to alleviate near-term liquidity risk; - EBITDAR Fixed Charge Coverage sustained below 1x heightening refinance risks; - Structural weakness in demand or loss of major customers or suppliers results in a deterioration of operational performance. LIQUIDITY AND DEBT STRUCTURE Limited Near-Term Liquidity: As of March 31, 2024 ATD had liquidity of $211 million, consisting of $24.5 million of cash and $185.7 million of availability under its ABL facility, which has a total borrowing capacity of up to $1.2 billion, including the $100 million FILO loan. Fitch views ATD's liquidity position as limited in the near term, but anticipates the company could face increased pressure in the medium term if execution falls short of expectations. Near term revolver availability is also at risk of being constrained if ATD's fixed charge ratio falls below the 1.0x incurrence covenant level. Capital Structure: As of March 31, 2024, ATD's capital structure consisted of approximately $1.8 billion in total debt outstanding, comprised of a $980 million senior secured first lien term loan due 2028, $743.8 million outstanding on its ABL facility due 2026, and $100 million outstanding on its US FILO facility due 2026. ISSUER PROFILE ATD is a leading distributor of passenger vehicle and light truck replacement tires in the U.S. The company supplies its customers with eight of the top 10 leading passenger vehicle and light truck tire brands. ATD also markets tires under its proprietary Hercules and IronMan brands. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- ATD New Holdings, Inc. LT IDR CCC+ Downgrade B- American Tire Distributors, Inc. LT IDR CCC+ Downgrade B- senior secured LT B+ Downgrade RR1 BB- senior secured LT CCC Downgrade RR5 B- AMERICAN AIRLINES: Egan-Jones Retains B- Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 1, 2024, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by American Airlines Group Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Fort Worth, Texas, American Airlines Group Inc. operates an airline. AMERICAN AIRLINES: Egan-Jones Retains BB Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 1, 2024, maintained its 'BB' local currency senior unsecured ratings on debt issued by American Airlines Group Inc. Headquartered in Stamford, Connecticut, Former Charter Communications Parent, Inc. offers broadband Internet communications services. AMERICAN AXLE: Egan-Jones Retains B- Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on May 7, 2024, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by American Axle & Manufacturing Holdings, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings, Inc. operates as an automotive supplier of driveline and drivetrain systems and related components for light trucks, SUVs, passenger cars, crossover, and commercial vehicles. AMERICAN DENTAL: Hires Stone & Baxter LLP as Counsel ---------------------------------------------------- American Dental of Fitzgerald, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Stone & Baxter, LLP as counsel. The Debtors requires legal counsel to: (a) give advice regarding the powers and duties of the Debtors in the continued operation of the business and management of the Debtors; (b) prepare legal papers; (c) continue existing litigation, if any, to which the Debtors may be a party and conduct examinations incidental to the administration of its estate; (d) take any and all necessary actions for the proper preservation and administration of the Debtors' estate; (e) assist the Debtors with the preparation and filing of its statement of financial affairs and schedules and lists as are appropriate; (f) take whatever actions are necessary with reference to the use by the Debtors of its property pledged as collateral and to preserve the same for the benefit of the Debtors and secured creditors; (g) assert, as directed by the Debtors, all claims the Debtors has against others; (h) assist the Debtors in connection with claims for taxes made by governmental units; (i) assist the Debtors in preparation of its Plan of Reorganization and confirmation thereto; and (j) perform all other legal services for the Debtors as it may deem necessary. The firm will be paid at these rates: Attorneys $220 to $450 per hour Paralegals/Research Assistants $135 hour In addition, the firm will seek reimbursement for expenses. The firm received from the Debtors a retainer of $31,952. David Bury, Jr., Esq., a partner at Stone & Baxter, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew S. Cathey G. Daniel Taylor Stone & Baxter, LLP 577 Third Street Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 Email: mcathey@stoneandbaxter.com dtaylor@stoneandbaxter.com About American Dental of Fitzgerald, LLC American Dental of Fitzgerald, LLC and affiliates provide general dentistry services. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-10482) on May 24, 2024. In the petition signed by Michael Knight, manager, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Robert M. Matson oversees the case. Matthew S. Cathey, Esq., at Stone & Baxter, LLP, represents the Debtor as legal counsel. AMERICAN ELECTRIC: Fitch Gives 'BB+' Rating on Jr. Sub. Debentures ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB+' rating to American Electric Power Company Inc.'s (AEP) two-tranche issuance of fixed-to-fixed reset rate junior subordinated debentures. Per Fitch's "Corporate Hybrids Treatment and Notching Criteria", the junior subordinated debentures will receive 50% equity credit. Net proceeds from the sale of the junior subordinated debentures will be used for general corporate purposes including the repayment of short-term indebtedness. As of June 10, 2024, AEP had approximately $1.73 billion in short-term debt outstanding. AEP's Long-Term Issuer Default Rating (IDR) is 'BBB' with a Stable Rating Outlook. KEY RATING DRIVERS Non-Core Asset Sales: AEP completed the sale of its contracted renewables portfolio in August 2023, receiving approximately $1.2 billion, which was used to reduce short-term debt. AEP has recently completed the sale of its joint venture solar portfolio (New Mexico Renewable Development) for net cash proceeds of $104 million. Additionally, the company has announced the sale of its distributed resources business (AEP OnSite Partners), from which the company expects to receive net cash proceeds of approximately $315 million. As part of its recent asset review process, AEP has announced that it will retain ownership of its retail services business and two transmission joint venture assets. Kentucky Power Sale Terminated: AEP and Algonquin Power & Utilities Corp. (APUC; BBB/Stable) announced on April 17, 2023 that they mutually agreed to terminate AEP's Kentucky Power Company (KPCo; BBB/Stable) sale to APUC's subsidiary Liberty Utilities Co. (BBB/Stable). AEP's retention of KPCo results in slightly higher consolidated leverage due to the continued inclusion of subsidiary debt at KPCo. Large Deferred Fuel Balances: Many of AEP's subsidiaries have experienced significant increases in deferred fuel and purchased power costs. The increases are largely the result of the high natural gas prices experienced at times over recent years and the inability to pass along the costs on a timely basis. As of March 31, 2024, the total deferred fuel regulatory asset for all of the AEP subsidiaries was $828.2 million, which is a significant reduction from almost $1.7 billion at Dec. 31, 2022. The AEP subsidiaries continue to work with their state commissions to reach resolutions for recovery of the amounts while mitigating customer bill impact. The resolutions may include elongated recovery times or securitization. Additionally, in some jurisdictions, fuel recovery clauses are being modified to allow for a timelier pass-through of costs to prevent the buildup of large deferred balances. Fitch considers the deferrals to be timing differences and excludes the cash flow impact from FFO, but includes the debt impact in FFO leverage. Fitch's treatment of the deferred balances anticipates favorable regulatory outcomes for recovery thereof. Large Capex Program: AEP's 2024-2026 capex plan of $26.3 billion is 3% larger than the previous three-year plan, and the company's five-year plan of $42.6 billion is a 7% increase from the 2023-2027 plan. The company expects a 7.2% average annual rate base growth from 2020 to 2028. Transmission assets, the majority of which are favorably regulated by the Federal Energy Regulatory Commission (FERC), account for 38% of the planned expenditures. Distribution spending comprises 27% and regulated renewables 22%. Management expects that approximately 85% of the company's capital plan is recoverable under reduced lag mechanisms. Over recent years, the company has increasingly debt financed its capex, leading to higher leverage. Fitch expects AEP will keep within its current 5.8x FFO leverage downgrade threshold, albeit with reduced headroom. Balanced Regulatory Construct: Fitch views the state regulatory constructs within AEP's 11-state service territory as balanced. AEP's large footprint allows it to benefit from regulatory diversity with no operating company comprising more than 20% of the consolidated rate base. Authorized state ROEs are close to the industry average in most jurisdictions and include provisions to mitigate commodity and environmental regulation risks. AEP's transmission entities, most of which are subsidiaries of AEP Transmission Company LLC (A-/Stable), operate under a tariff approved by the FERC. Fitch expects AEP's consolidated earned ROE to average around 9.0% in 2024-2026. The company's consolidated earned ROE as of LTM March 31, 2024 was 8.9%. Improving Asset Base: As a result of the companies' focus on transmission investment, AEP Transco is now AEP's largest subsidiary in terms of equity investment and EBITDA. The favorably FERC-regulated entity accounts for almost 20% of AEP's consolidated EBITDA. AEP Transco's earned ROE of LTM March 31, 2024 was 10.9%. AEP plans to continue reducing its reliance on coal-fired generation and increase renewable capacity through acquisition of rate-based assets and power purchase agreements. The company's current five-year plan includes $9.4 billion in regulated renewables. AEP expects that coal generation will comprise 17% of its nameplate capacity as of 2033 compared to the current 42%. Renewable generation is expected to increase to 50% from 21% over the same time-period. The Inflation Reduction Act will further accelerate AEP's asset transition and is expected to provide annual cash benefits from the sale of tax credits, thereby reducing cost to customers. Parent-Subsidiary Rating Linkage: There is parent subsidiary linkage between AEP and all of its rated subsidiaries. Fitch determines AEP's standalone credit profile (SCP) based upon consolidated metrics. Fitch limits the difference between AEP and any of its higher rated regulated subsidiaries to two notches, owing to the assessment of porous legal ring fencing and access and control. Fitch has applied a one-notch uplift to KPCo's ratings, which has a weaker SCP than the parent given the assessment of weak strategic incentives and medium operational incentives. DERIVATION SUMMARY AEP's credit metrics are weaker than 'BBB' rated utility parent companies CenterPoint Energy (CNP; BBB/Stable), CMS Energy Corp. (CMS; BBB/Stable) and DTE Energy (DTE; BBB/Stable) but stronger than Emera Incorporated (Emera; BBB/Negative). All of the companies derive approximately 90%-95% of EBITDA from regulated assets. AEP is the largest of the aforementioned companies and has the most geographically diverse asset mix in the U.S., operating in 11 states; however, Emera also operates in Canada. Fitch considers AEP weakly positioned in its current rating category with limited-to-no headroom within its current 5.8x FFO leverage downgrade threshold. AEP's FFO leverage is weaker than DTE's anticipated average FFO leverage of 5.3x through 2028 and CMS's anticipated average FFO leverage of 5.2x over the same period. CNP's FFO leverage is forecast to be in the mid-to-high 5x in the next few years. Emera is expected to be more levered with forecast FFO leverage at 5.9x-6.3x in 2024-2026 approximately 6.0x. AEP's parent level debt is expected to be approximately 23% over the forecast. CNP, CMS and DTE parent level debt is expected to be 25%-30%. Emera's parent level debt is expected to be higher at approximately 40%. KEY ASSUMPTIONS - Consolidated capital expenditures of $26.3 billion over 2024-2026; - Common dividends of $1.9 billion in 2024, $2.1 billion in 2025, $2.2 billion in 2026 as per managements publicly stated forecast; - Equity Issuances of $400 million in 2024, $800 million in 2025 and $800 million in 2026 as per managements publicly stated forecast; - Constructive resolutions to base rate filings over the forecast period; - Recovery of deferred fuel and purchased power expenses with minimal disallowances. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Sustained FFO leverage at or below 4.8x; - Continued balanced jurisdictional rate regulation across AEP's service territory; - Continued strategic focus on relatively low risk utility and transmission businesses. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained FFO leverage exceeding 5.8x on a sustained basis; - Renewed emphasis on non-regulated or uncontracted investments; - Significant unexpected adverse regulatory developments at any of the regulated operating companies. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: AEP has a $5.0 billion committed revolving credit facility maturing in March 2029 and a $1 billion committed facility maturing in March 2027. Both serve as a backstop for AEP's CP program and LOC. AEP must maintain a ratio of debt/total capitalization that does not exceed 67.5%, under the covenants to its credit agreement. This contractually defined percentage was 60.2% as of March 31, 2024. As of March 31, 2024, AEP had $3.168 billion total available on its revolving credit facilities (giving effect for CP issuance) and cash of $231.0 million. AEP has parent level long-term debt maturities as follows: $229 million in 2024, $1.3 billion in 2025 and none in 2026. AEP's regulated subsidiaries use a pool of corporate borrowing to meet short-term funding needs. The money pool operates according to regulators' approved terms and conditions, and includes maximum authorized borrowing limits for individual companies. ISSUER PROFILE AEP is a utility holding company of regulated electric utility subsidiaries serving portions of Arkansas, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Tennessee, Texas, Virginia and West Virginia. Additionally, the company has significant investments in FERC regulated transmission assets. SUMMARY OF FINANCIAL ADJUSTMENTS As of Dec. 31, 2023, Fitch has made the following adjustments: - $368.9 million of securitized debt has been removed from Fitch's AEP consolidated debt calculation; - AEP debt is adjusted by assigning 50% equity credit to AEP's fixed-to-fixed reset rate junior subordinated debentures. DATE OF RELEVANT COMMITTEE 12 December 2023 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating ----------- ------ American Electric Power Company, Inc. junior subordinated LT BB+ New Rating AMERICAN HVAC: Seeks to Hire Tax Force Inc as Bookkeeper -------------------------------------------------------- American HVAC & Plumbing, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Tax Force Inc as bookkeeper. The firm will provide these services: a. Data Entry; b. Reconciliation & Review of Accounts; c. Preparation of Financial Statements; d. Consultation with Tax Attorney; e. Preparation of 2023 tax returns of the Debtor. The firm will be paid at the rate of $395 per hour for the first 4 hours, and $95 per hour thereafter. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Katherine Kovacs, a partner at Tax Force Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Katherine Kovacs Tax Force Inc. 9219 US Hwy 42 Suite D293 Prospect, KY 40059 Tel: (502) 709-7879 Fax: (877) 229-5269 About American HVAC & Plumbing, Inc. American HVAC and Plumbing, Inc., is an HVAC contractor in Campbell, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-50461) on April 28, 2023, with $115,224 in assets and $2,221,984 in liabilities. Cuinn F. Hamm, president of American HVAC and Plumbing, signed the petition. Judge Stephen L. Johnson oversees the case. The Debtor tapped Lars Fuller, Esq., at the Fuller Law Firm, PC, as legal counsel and James Hannigan, CPA as accountant. AN GLOBAL: Seeks to Hire Carroll Services as Administrator ---------------------------------------------------------- AN GLOBAL LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Carroll Services LLC and provide James Patrick Caroll as wind-down administrator. The firm will provide these services: a. taking any and all actions that are necessary, advisable or appropriate to wind down the Debtors' affairs, liquidate the Debtors' remaining assets, settle, resolve and/or pay from such assets, any remaining liabilities of the Debtors; b. reviewing and evaluating the terms and conditions, and determining the advisability, of any proposed transaction involving the liquidation of the Company's assets, the settlement, payment and discharge of the Debtors' liabilities, and regularly providing updates to the Debtors' regarding the WindDown Administrator's activities and the status of the Debtors' liquidation; c. in consultation with the Debtors, taking all such other actions as may be necessary or appropriate in the judgment of the Wind-Down Administrator to carry out the duties of the Wind-Down Administrator as set forth in the Engagement Letter, including, without limitation, initiating or defending litigation on behalf of the Debtors; and d. preparing, executing, acknowledging, filing, delivering and recording all such further documents and instruments by or on behalf of the Debtors, and in their names, or otherwise, as in the judgment of the Wind-Down Administrator shall be necessary, appropriate, or advisable to fully carry out the intent and to accomplish the foregoing. The firm will be paid at 495 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James Patrick Carroll, a sole member at Carroll Services LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James Patrick Carroll Carroll Services LLC Unit 2403 19680 Marino Lake Cir. Miromar Lakes, FL 33913 Tel: (617) 899-9007 About AN Global LLC AN Global LLC and affiliates are global providers of agile-first, end-to-end digital transformation services in the North American market using on-shore and near-shore delivery. The Company's solution architects, developers, data scientists, engineers, transformation consultants, automation specialists, and other experts located across the United States and across Latin America deliver next-generation software solutions that accelerate the transition to digital platforms across business processes. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11294) on August 28, 2023. In the petition signed by James S. Feltman, chief restructuring officer, the Debtor disclosed up to $500 million inboth assets and liabilities. Judge J. Kate Stickles oversees the case. The Debtors tapped Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP as co-general bankruptcy counsel. Garrigues Mexico, S.C. is the general Mexican restructuring counsel, Teneo Capital LLC as financial advisor, Guggenheim Securities, LLC as investment banker, and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. Blue Torch Finance LLC is the administrative agent and collateral agent under the DIP Agreement. It is also the administrative agent and collateral agent under a prepetition first lien facility. Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP serve as counsel to the Prepetition 1L Agent. AVENTIS SYSTEMS: Plan Trustee Taps Ogier Rothschild as Counsel -------------------------------------------------------------- Tamara Miles Ogier as plan trustee of Aventis Systems, Inc. and Cortavo, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Ogier, Rothschild & Rosenfeld, P.C. as her attorney. The firm will assist the plan trustee with the legal aspects of the duties imposed by the Litigation Trust Agreement, including claim objections and preparation of complaints, pleadings, applications, motions all other necessary actions incidental to the preservation and administration of the Litigation Trust. The firm will be paid at these rates: William L. Rothschild $450 to $500 per hr. Tamara Miles Ogier $450 to $500 per hr. Allen Rosenfeld $425 t0 $475 per hr. Kathleen Steil $300 to $350 per hr. Paralegal $180 to $230 per hr. In addition, the firm will seek reimbursement for expenses incurred. Tamara Miles Ogier, Esq., an attorney at Ogier, Rothschild & Rosenfeld, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tamara Miles Ogier, Esq. Ogier, Rothschild & Rosenfeld, PC P.O. Box 1547 Decatur, GA 30031 Telephone: (404) 525-4000 Email: tmo@orratl.com About Aventis Systems Aventis Systems, Inc., a company in Atlanta, offers custom IT solutions to build and operate complete physical and virtual infrastructures. The comprehensive solutions include refurbished and new hardware, system and application software, and an array of in-depth managed services including infrastructure consultation, cloud hosting and migration, virtualization deployment, data and disaster recovery, security consultation, hardware relocation, and equipment buyback. Aventis Systems and affiliate, Cortavo, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 23-51162) on Feb. 6, 2023. In the petition signed by its chief executive officer, Hessam Lamei, Aventis Systems disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Lisa Ritchey Craig oversees the cases. The Debtors tapped Anna Humnicky, Esq., at Small Herrin, LLP as bankruptcy counsel; AI Law as special counsel; and Nichols, Cauley & Associates, LLC as accountant. AVENUE DC: Amends Several Secured Claims Pay Details ---------------------------------------------------- The Avenue DC, LLC, submitted an Amended Chapter 11 Plan of Liquidation dated June 4, 2024. Since the bankruptcy case was filed, the Debtor has operated at a modest loss. The Debtor believes that sale of the restaurant's assets via an asset purchase agreement in combination with the assumption and assignment of its lease as an operating concern will maximize the recovery to its creditors. Class 2 consists of the partially Secured Claim of the SBA. The SBA shall have an allowed Secured Claim in the amount of $150,000.00 to be paid as of the Effective Date, provided that it holds a fully secured a first priority lien against the Debtor's assets. The Class 2 Claims will be paid after the payment of a carveout from funds otherwise available for the payment of secured creditor claims of approximately $20,000.00 as an anticipated cure amount for the assumption and assignment of the Debtor's lease with the Wus and a carveout of approximately $80,000.00 for the payment of Administrative Claims. Class 3 consists of the partially Secured Claim of DC OTR (Disputed). DC OTR filed a proof of claim asserting a total secured indebtedness of $466,255,79 of which $338,258.15 is asserted as secured. The Debtor has filed an objection to DC OTR's proof of claim. DC OTR shall have an allowed Secured Claim in to the extent of any remaining proceeds from the sale of Debtor's assets after the payment of the SBA, provided it is deemed to have a Claim on the Effective Date, subject to lien priority, and after the payment of a carveout from funds otherwise available for the payment of secured creditor claims of approximately $20,000.00 as an anticipated cure amount for the assumption and assignment of the Debtor's lease with the Wus and a carveout of approximately $80,000.00 for the payment of Administrative Claims. Class 4 consists of the partially Secured Claim of IRS (Disputed). The IRS has a recorded lien in the amount of $140,509.82. The IRS has filed a proof of claim for $329,820.49 of which $238,255.46 is asserted as Priority Unsecured and $91,565.03 is asserted as Unsecured. The Debtor will file an objection to IRS's proof of claim. IRS shall have an allowed Secured Claim in to the extent of any remaining proceeds from the sale of Debtor's assets after the payment of the SBA and DC OTR, provided it is deemed to have a Claim on the Effective Date, subject to lien priority, and after the payment of a carveout from funds otherwise available for the payment of secured creditor claims of approximately $20,000.00 as an anticipated cure amount for the assumption and assignment of the Debtor's lease with the Wus and a carveout of approximately $80,000.00 for the payment of Administrative Claims. Like in the prior iteration of the Plan, each holder of an Allowed Class 5 Claim shall receive from the Debtor, in full and complete settlement, satisfaction and discharge of its Allowed Class 5 Claim, a pro rata portion of any remaining funds after the payment of Classes 1-4, Priority Unsecured Tax Claims and Administrative Expenses 60 days after Effective Date. Insofar as the Debtor's intention is to sell substantially all of its assets and fully liquidate for the benefit of its creditors, the Plan will be feasible. A full-text copy of the Amended Liquidating Plan dated June 4, 2024 is available at https://urlcurt.com/u?l=EaDICi from PacerMonitor.com at no charge. Attorneys for the Debtor: Craig M. Palik, Esq. Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Tel: (301) 441-2420 Fax: (301) 982-9450 Email: cpalik@mhlawyers.com jfasano@mhlawyers.com About The Avenue DC The Avenue DC, LLC, is a District of Columbia limited liability company, which operates a restaurant in the District of Columbia d/b/a "The Avenue." The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 23-00339) on Nov. 17, 2023, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Elizabeth L Gunn presides over the case. Craig Palik, Esq. at McNamee Hosea, P.A., is the Debtor's counsel. AVRICORE HEALTH: Manning Elliott Raises Going Concern Doubt ----------------------------------------------------------- Avricore Health Inc. disclosed in a Form 20-F Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor has expressed substantial doubt about the Company's ability to continue as a going concern for the next 12 months. Vancouver, Canada-based Manning Elliott LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 29, 2024, citing that the Company has historically experienced operating losses and negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. According to the Company, as at December 31, 2023, it has an accumulated deficit of C$31,735,560 and working capital of C$244,343 which is insufficient to finance the Company's operations over the next 12 months. For the year ended December 31, 2023, the Company reported a net loss of C$701,215 on C$3,485,147 of revenue compared to a net loss of C$818,228 on C$1,768,374 of revenue for the same period in 2022. The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations or raise additional financing to cover ongoing cash requirements. A full-text copy of the Company's Form 20-F is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1355736/000149315224023571/form20-f.htm About Avricore Health Vancouver, Canada-based Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab (a wholly owned subsidiary), it provides a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients. As of December 31, 2023, the Company had C$2,538,205 in total assets, C$529,218 in total liabilities, and C$2,008,987 in total equity. B&G FOODS: Moody's Affirms 'B3' CFR & Alters Outlook to Positive ---------------------------------------------------------------- Moody's Ratings affirmed B&G Foods, Inc.'s B3 Corporate Family Rating and B3-PD Probability of Default Rating following the company's announcement that it is refinancing its revolving credit facility and term loan. Moody's also affirmed the B1 ratings on the existing senior secured first lien revolving credit facility and term loan, and senior secured notes, and the Caa2 ratings on the existing senior unsecured notes. Moody's assigned B1 ratings to the proposed senior secured first lien $625 million revolving credit facility expiring in December 2028 and $600 million term loan B due October 2029. The rating actions reflect Moody's expectation for the company to also issue $100 million of other pari passu secured debt. Moody's expects to withdraw the B1 ratings on the existing revolver and term loan after the refinancing transaction closes. Moody's also changed the outlook to positive from stable. The speculative grade liquidity rating remains SGL-3. The outlook revision to positive from stable reflects the company's improved maturity profile anticipated after the completion of its refinancing. The company plans to use proceeds from the proposed $600 million term loan, along with $100 million of other pari passu secured debt, to repay the outstanding balances on the existing term loan due October 2026 and the revolver expiring December 2025 ($529 million and $160 million respectively as of March 30, 2024), and to pay transaction fees. The revolver is also being downsized from $800 million to $625 million. The refinancing transaction is credit positive because it extends the revolver and term loan maturities. This provides the company with more time to implement its deleveraging strategy. There remains a $265 million outstanding balance on the unsecured notes due April 2025. This needs to be addressed as the revolver and term loan maturity have a 91-day springing maturity inside the unsecured notes due April 2025. Moody's believes that the company is keeping these unsecured notes in place due to their low coupon. The expectation is that the remaining $265 million balance will be repaid by the end of the year using free cash flow and the revolver. Once the 2025 notes are repaid or refinanced, the nearest debt maturity will be in 2027. The positive outlook also reflects B&G's deleveraging progress as debt/EBITDA leverage has declined to 6.6x (on a Moody's adjusted basis) as of March 30, 2024, with an expectation that it will further decrease to a low 6x range in the next 12-18 months. This deleveraging is largely expected to come from debt reduction through projected free cash flow (after dividends) of about $60 million over the next year. Asset sales could accelerate deleveraging further. The company recently placed its frozen and remaining canned vegetable businesses under strategic review for a possible divestiture. These assets, part of its Frozen & Vegetable business unit, make up about 20% of consolidated sales but contribute less to EBITDA due to lower margins. Such an asset sale might reduce scale and diversification, but it could enhance the credit profile, given the better growth, margin, and cash flow profile of the remaining portfolio. Proceeds from any asset sales would likely be used to pay down debt, aligning with the company's goal to lower its net leverage to 4.5-5.5x (based on the company's definition; 6.3x as of March 30, 2024). However, the deleveraging impact would depend on the valuation received from potential asset sales. Nonetheless, Moody's affirmed the B3 CFR because leverage is still elevated and there is execution risk related to reducing leverage. B&G experienced volume pressure in the first quarter ending March 2024, largely owing to weak foodservice trends, with retail volumes also showing some softness. However, Moody's projects an improvement in the company's operating performance in the second half of the year. This is based on the expectation that a rise in at-home consumption will balance out the decrease in demand from food consumed away from home with the company having far more exposure to at-home consumption, and that the company will lap its increased trade promotional spending in the third quarter of this year. Risks remain, including the possibility of sustained weak volumes or an increase in promotional spending that could adversely affect margins. The execution of asset sales also poses a risk, particularly the ability to sell assets at a price that would enable significant deleveraging. Notably, if valuation multiples are low, the company may be left with weaker cash flow to support its dividend. RATINGS RATIONALE B&G's B3 CFR reflects the company's high financial leverage and relatively aggressive financial policies, highlighted by large dividend payments and the periodic use of debt to fund potentially large acquisitions. B&G's dividend policy limits the company's ability to reduce debt and leverage with internal cash flow generation. The rating also reflects B&G's small scale relative to more highly rated industry peers, its acquisitive growth strategy, and earnings vulnerability to inflationary and volume pressures. B&G's debt/EBITDA leverage remains elevated at 6.6x (on a Moody's adjusted basis) for the last 12 month period ended March 30, 2024. The company has a net debt-to-EBITDA leverage target of 4.5x to 5.5x (based on the company's definition; 6.3x as of March 30, 2024), which creates some discipline around its capital allocation strategy. B&G is committed to reducing its financial leverage to meet this target, and has been using proceeds from asset sales, equity issuances, and free cash flow to reduce debt over the last year. B&G's credit profile benefits from relatively high margins, a broad food product portfolio with low cyclical demand volatility, projected positive free cash flow generation, and a largely successful track record of integrating acquisitions. B&G's SGL-3 speculative grade liquidity rating reflects the expectation that the company will maintain adequate liquidity over the next 12 months. Liquidity is supported by available cash of $45 million and full availability on the proposed $625 million revolver at the close of the refinancing transaction. However, limited covenant headroom restricts revolver availability to an estimated $200 million, assuming the company's other debt remains the same. Liquidity is also supported by the projected positive free cash flow (after dividends) of $60 million over the next year, which will adequately cover the annual term loan amortization requirement of $6 million on the proposed $600 million term loan. The liquidity profile also takes into account the remaining $265 million balance on the unsecured notes after the proposed refinancing is completed, and that the company will likely be reliant on the revolver to repay this balance if not otherwise refinanced. With the proposed amendments to the credit agreement, Moody's anticipates the financial maintenance covenants under the revolving credit facility to remain unchanged. These include a minimum consolidated interest coverage ratio (EBITDA-to-interest) of 1.75x and a maximum consolidated net leverage ratio (net debt-to-EBITDA) of 7.00x. As of the quarter ending March 30, 2024, the company had modest headroom under these covenants as per the credit agreement defined calculation - slightly less than 0.50x under the interest coverage and 0.65x under the net leverage covenant. Despite the limited cushion, Moody's expects an improvement in headroom over the next 12 months due to debt reduction and earnings growth. There are no term loan financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade could occur if B&G is able to improve operating performance, including sustained organic revenue growth, higher profitability, and improved liquidity, highlighted by increased covenant headroom and a successful refinancing of its upcoming maturities that would allow for consistent and comfortably positive free cash flow. B&G would also need to sustain debt/EBITDA below 6.5x. A rating downgrade could occur if cost pressures or volume declines reduce earnings, liquidity deteriorates, refinancing risk increases, or the financial policy becomes more aggressive. A downgrade could also occur if EBITDA less capital spending-to-interest is sustained below 1.5x, or free cash flow deteriorates. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. COMPANY PROFILE B&G Foods, Inc. ("B&G", NYSE: BGS) based in Parsippany, New Jersey, is a publicly traded manufacturer and distributor of a diverse portfolio of largely branded, shelf-stable food products, many of which have leading regional or national market shares in niche categories. The company also has a significant presence in frozen food following the 2015 acquisition of Green Giant and maintains a small presence in household products. B&G Foods' brands include Green Giant, Le Sueur, Crisco, Ortega, Clabber Girl, Maple Grove Farms of Vermont, Cream of Wheat, Dash, Victoria, B&G, among others. B&G Foods sells to a diversified customer base including grocery stores, mass merchants, warehouse clubs, dollar stores, drug stores, the military and other foodservice outlets. B&G Foods generated net sales for the 12 months ended March 30, 2024, of approximately $2.0 billion. BIG LOTS: Financial Woes Raise Going Concern Doubt -------------------------------------------------- Big Lots, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the 13 weeks ended May 4, 2024, that substantial doubt exists about its ability to continue as a going concern. Big Lots said, "Our net losses and use of cash in operating activities in 2022, 2023 and the first quarter of 2024, as well as our current cash and liquidity projections, raise substantial doubt about our ability to continue as a going concern." For the 13 weeks ended May 4, 2024, the Company reported a net loss and comprehensive loss of $205 million, compared to a net loss and comprehensive loss of $206.1 million for the 13 weeks ended April 29, 2023. The Company is currently in compliance with the covenants under the agreements governing its indebtedness and its current aggregate available borrowings under the 2022 Credit Agreement and Term Loan Facility are $213.9 million, subject to certain borrowing base limitations. Due to ongoing negative macroeconomic factors and their uncertain impacts on the Company's business, results of operations, and cash flows, the Company expects to experience further operating losses and expects to experience difficulty remaining in compliance with such covenants. Management has implemented plans to reduce costs, improve sales, and enhance its financial flexibility and liquidity. However, based on its current cash and liquidity projections, and uncertainties with respect to the mitigating effect of management's plans, the Company has concluded there is a significant likelihood that it will be unable to comply with the Excess Availability Covenant under the 2022 Credit Agreement and the Term Loan Facility within the next 12 months, which raises substantial doubt about the Company's ability to continue as a going concern. Failure to comply with the Excess Availability Covenant would result in an event of default, which could result in an acceleration of our obligations under the Term Loan Facility and the 2022 Credit Agreement. "We can provide no assurance that the lender parties under the Term Loan Facility or the 2022 Credit Agreement would waive the Company's failure to comply with the Excess Availability Covenant." The Company intends to vigorously pursue its plans to enhance its liquidity, improve the performance of the business, and avoid a covenant violation. The Company is evaluating various alternatives to improve its available liquidity, including but not limited to, lease concessions and deferrals, entering a letter of credit facility, managing its working capital and raising additional capital. The Company is also seeking to further monetize assets, such as its remaining owned real estate property, through outright sale or sale and leaseback opportunities. Further, the Company is seeking to monetize certain pending litigation claims to which the Company is a plaintiff, which we expect would improve the Company's liquidity position, if actioned. The Company also plans to drive significant improvements in sales and profitability through our key strategic actions, which include, among others, our actions to increase penetration of extreme bargains and closeouts, improve merchandise presentations that highlight our best deals and encourage basket growth and visit frequency, and drive productivity and efficiency in our business by aggressively pursuing operating expense and capital outlay reductions, which includes continuing to achieve savings through our Project Springboard initiative. These plans have not been finalized, are subject to market conditions, and are not fully within the Company's control, and therefore cannot be deemed probable; however, management believes that, in aggregate, these plans have the potential to maintain the Company's compliance with the Excess Availability Covenant. A full-text copy of the Company's Form 10-Q is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/768835/000076883524000049/big-20240504.htm About Big Lots, Inc. Headquartered in Columbus, Ohio, Big Lots, Inc. (NYSE: BIG) is America's Discount Home Store, operating more than 1,300 stores in 48 states, as well as an ecommerce store with expanded fulfillment and delivery capabilities. The Company's mission is to help customers "Live Big and Save Lots" by offering bargains to brag about on everything for their home, including furniture, decor, pantry essentials, kitchenware, pet supplies, and more. For more information about the company or to find the store nearest you, visit -- https://www.biglots.com/ -- As of May 4, 2024, the Company had $3.2 billion in total assets, $3.1 billion in total liabilities, and $81.4 million in total shareholders' equity. BIOMARIN PHARMACEUTICAL: Egan-Jones Hikes Unsec. Ratings to BB+ --------------------------------------------------------------- Egan-Jones Ratings Company, on May 1, 2024, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by BioMarin Pharmaceutical Inc. to BB+ from BB. Headquartered in San Rafael, California, BioMarin Pharmaceutical Inc. develops and commercializes therapeutic enzyme products. BRC CAPITAL: Hires Law Offices of Konstantine Sparagis as Counsel ----------------------------------------------------------------- BRC CAPITAL, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Law Offices of Konstantine Sparagis, P.C. as counsel. The firm's services include: a. advising the Debtor with respect to their powers and duties as Debtor in Possession in the continued management and operation of its business and properties; b. attending meetings and negotiating with representatives of creditors and other parties in interest; c. taking all necessary action to protect and preserve the Debtor's estate; d. preparing all motions, applications, answers, orders, reports and papers necessary to administer the Debtor's estate; e. taking any action necessary on behalf of the Debtor to obtain approval of a disclosure statement and the Debtor's plan of reorganization; f. representing the Debtor in connection with the obtaining post-petition financing, if required; g. advising the Debtor in connection with any potential sale of assets; and h. performing all other necessary legal services and providing all other necessary legal advice to the Debtor in connection with the Chapter 11 case. The firm will be paid at these rates: Attorneys $350 per hour Associate $195 per hour Paraprofessionals $75 per hour The firm was paid a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Konstantine Sparagis, Esq., a partner at Law Offices of Konstantine Sparagis, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Konstantine Sparagis, Esq. Law Offices of Konstantine Sparagis 900 W. Jackson Blvd., Ste. 4E Chicago, IL 60607 Tel: (312) 753-6956 Email: gus@konstantinelaw.com About BRC Capital, LLC BRC Capital, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 24-06897) on May 9, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICES OF KONSTANTINE SPARAGIS. CANADIAN UTILITIES: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on May 1, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Canadian Utilities Limited. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Calgary, Canada, Canadian Utilities Limited conducts operations in electrical utility services, independent power production, and retail gas and electricity marketing. CANDLE DELIRIUM: Hires Jeffrey S. Shinbrot as Legal Counsel ----------------------------------------------------------- Candle Delirium, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Jeffrey S. Shinbrot, APLC to handle its Chapter 11 case. The firm will be paid at the rate of $725 per hour for attorneys and $150 per hour for paralegals. In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The Debtor paid the firm a pre-bankruptcy retainer in the amount of $61,738. Jeffrey Shinbrot, Esq., disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey S. Shinbrot, Esq. JEFFREY S. SHINBROT, APLC 15260 Ventura Blvd., Suite 1200 Sherman Oaks, CA 91403 Telephone: (310) 659-5444 Facsimile: (310) 878-8304 Email: jeffrey@shinbrotfirm.com About Candle Delirium, Inc. Candle Delirium, Inc. is a retailer of luxury candles and home fragrance products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-14453) on June 4, 2024. In the petition signed by Anthony Carro, Jr., chief executive officer, the Debtor disclosed $422,709 in assets and $3,398,539 in liabilities. Jeffrey S. Shinbrot, Esq., at JEFFREY S. SHINBROT, APLC, represents the Debtor as legal counsel. CEDAR FAIR: Egan-Jones Retains B Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on May 9, 2024, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Cedar Fair, L.P. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Sandusky, Ohio, Cedar Fair, L.P. provides entertainment facilities. CENTURY ALUMINUM: Egan-Jones Retains B Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on May 10, 2024, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Century Aluminum Company. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Chicago, Illinois, Century Aluminum Company produces primary aluminum, in both molten and ingot form, through facilities located in the United States. CHART INDUSTRIES: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 10, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Chart Industries, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Ball Ground, Georgia, Chart Industries, Inc. operates as a global manufacturer of equipment used in the production, storage, and end-use of hydrocarbon and industrial gases. CHARTER COMMUNICATIONS: Egan-Jones Retains BB Sr. Unsec. Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 1, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Charter Communications, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Stamford, Connecticut, Charter Communications, Inc. operates cable television systems in the United States. CHEN FOUNDATION: Seeks to Hire Jacobs P.C. as Legal Counsel ----------------------------------------------------------- Chen Foundation, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Jacobs P.C. as counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of these Chapter 11 cases; c. taking all necessary actions to protect and preserve the Debtors' estates; d. preparing pleadings in connection with these Chapter 11 cases; e. advising the Debtors in connection with any potential sale of assets; f. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; g. advising the Debtors regarding tax matters; h. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and i. performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases. The firm will be paid at these rates: Partners $1,000 per hour Associates $575 to $715 per hour Paralegals $210 to $300 per hour The Debtor paid the firm an initial retainer of $10,000 on about May 12, 2023, an additional retainer of $50,000 on about November 14, 2023, a third payment of $100,000 was paid on about December 13, 2023 and a final payment of $36,738 on March 15, 2024. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Leo Jacobs, Esq., a partner at Jacobs P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Leo Jacobs, Esq. Jacobs P.C. 595 Madison Avenue, 39th Floor New York, NY 10022 Tel: (212) 229-0476 Email: leo@jacobspc.com About Chen Foundation, Inc. Chen Foundation is primarily engaged in renting and leasing real estate properties. Chen Foundation, Inc. in New York, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 24-10438) on March 18, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Ted Chen as president, signed the petition. Judge John P. Mastando III oversees the case. JACOBS PC serve as the Debtor's legal counsel. CLEAN HARBORS: Egan-Jones Retains BB+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on May 8, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Clean Harbors Environmental Services, Inc. Headquartered in Norwell, Massachusetts, Clean Harbors Environmental Services, Inc. provides hazardous and non-hazardous material management and disposal services. CLINE'S CORNER: Hires Arnold Behrens Nesbit Gray as Accountant -------------------------------------------------------------- Cline's Corner, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Arnold, Behrens, Nesbit Gray P.C. as accountant. The firm will prepare and file the federal and state taxes for the Debtor while it is in the Chapter 11 Subchapter V bankruptcy. The firm will be paid at an hourly rate of $170 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Gray, a partner at Arnold, Behrens, Nesbit Gray P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert Gray Arnold, Behrens, Nesbit Gray P.C. 901 Hampshire St. Quincy, IL 62301 Tel: (217) 224-7500 About Cline's Corner, LLC Cline's Corner LLC is a truck repair shop in Missouri. Cline's Corner LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Miss. Case No. 24-20062) on April 25, 2024. In the petition filed by Virgil Cline, as member and manager, the Debtor reported assets and liabilities between $1 million and $10 million. CLINE'S CORNER: Hires Happel Incorporated as Realtor ---------------------------------------------------- Cline's Corner, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Happel Incorporated Realtors as realtor. The firm will sell the property of the Debtors in the bankruptcy proceedings. The firm will be paid at the rate 6 percent commission. Maxwell Dancer, a partner at Happel Incorporated Realtors, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Maxwell Dancer Happel Incorporated Realtors 4439 Broadway St. Quincy, IL 62305 Tel: (217) 224-8383 About Cline's Corner Cline's Corner LLC is a truck repair shop in Missouri. Cline's Corner LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Miss. Case No. 24-20062) on April 25, 2024. In the petition filed by Virgil Cline, as member and manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by Fredrich J. Cruse, Esq., at The Cruse Law Firm. CMG MEDIA: S&P Places 'B-' ICR on CreditWatch Negative ------------------------------------------------------ S&P Global Ratings placed all our ratings on CMG Media Corp., including its 'B-' issuer credit rating, on CreditWatch with negative implications. In resolving the CreditWatch placement, S&P will evaluate the company's financial policy, liquidity, ability to substantially reduce leverage over the next year, and refinance its upcoming debt maturities at rates that allow it to sustainably generate positive free operating cash flow (FOCF). The CreditWatch placement reflects uncertainty about the company's ability to materially improve credit metrics ahead of upcoming debt maturities. S&P said, "We believe the company will need to materially reduce its leverage to below 6x in advance of upcoming debt maturities in 2026 ($2.1 billion outstanding) and 2027 ($654 million outstanding). We expect the company's trailing-eight-quarter S&P Global Ratings-adjusted gross leverage will be 7.6x in 2024. Furthermore, we have little visibility into the company's ability to materially improve leverage as consumers increasingly move away from linear TV and broadcast radio, resulting in elevated subscriber churn and advertisers shifting budgets away from traditional media." Yields across the company's various debt pieces have also increased since the beginning of this year, which could increase refinancing risk and limit the company's future FOCF generation. S&P said, "We intend to resolve the CreditWatch placement in the coming weeks after we further evaluate CMG's financial policy, liquidity position, and its ability to reduce leverage over the next year and refinance its upcoming debt maturities at rates that allow it to sustainably generate positive FOCF. We believe a potential downgrade would be limited to one-notch." CNX RESOURCES: Egan-Jones Retains B+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on May 24, 2024, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by CNX Resources Corporation. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Canonsburg, Pennsylvania, CNX Resources Corporation operates as a natural gas exploration and production company. COLEGIO OTOQUI: Seeks to Hire Cardona Jimenez as Legal Counsel -------------------------------------------------------------- Colegio Otoqui Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Cardona Jimenez Law Offices, P.S.C., as counsel. The firm will render these services: a. examine members and officers of the Debtor and other parties in interest as to the acts, conduct, and property of the Debtor; b. prepare the Disclosure Statement, Plan of Reorganization, records and reports as required by the Bankruptcy Code and the Federal Rules of the Bankruptcy Procedure; c. prepare applications and proposed orders to be submitted to the Court; d. identify and prosecute of claims and causes of action assertible by the debtor-in-possession on behalf of the estate; e. examine proof of claims files and to be files in the case and the possible objections to certain of such claims; f. advise the debtor-in-possession and prepare documents in connection with the ongoing operation of debtor's business; g. advise the debtor-in-possession and prepare documents in connection with the liquidation of the assets of the estate, if needed, including analysis and collection of outstanding receivables; and h. assist and advise the debtor-in-possession in the discharge of any and all the duties imposed by the application disposable of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure. Cardona Jimenez Law Offices will be paid at these rates: Partner $300 per hour Associates $175 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. Jose Cardona Jimenez, Esq., a partner at Cardona Jimenez Law Offices, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jose F. Cardona Jimenez, Esq. Cardona Jimenez Law Offices, P.S.C. PO Box 9023593 San Juan, PR 00902-3593 Tel: (787) 724-1303 Fax: (787) 724-1369 Email: jf@cardonalaw.com About Colegio Otoqui Inc. Colegio Otoqui owns and operates a bilingual private school in Bayamon, PR. Colegio Otoqui Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-02394) on June 6, 2024, listing $224,554 in assets and $1,303,602 in liabilities. The petition was signed by Edward Rivera Ocasio as administrator. Judge Mildred Caban Flores presides over the case. Jose F Cardona Jimenez, Esq. at Cardona Jimenez Law Office Psc represents the Debtor as counsel. COLUMBUS MCKINNON: Egan-Jones Retains BB- Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on May 6, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Columbus McKinnon Corporation of New York. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in New York, Columbus McKinnon Corporation of New York designs, manufactures, and distributes a variety of material handling, lifting, and positioning products. COMPASS MINERALS: S&P Downgrades ICR to 'B+', Outlook Stable ------------------------------------------------------------ S&P Global Ratings lowered its rating on U.S.-based salt and specialty fertilizer producer Compass Minerals International Inc. to 'B+' from 'BB-'. At the same time, S&P lowered its issue-level rating on the secured debt to 'BB' from 'BB+' and on the senior notes to 'B' from 'B+'. The recovery ratings on both types of debt are unchanged. The stable outlook reflects S&P's expectation that company's credit metrics could improve gradually over the next 12 months following the implementation of various initiatives to enhance cash flow and the assumption of a return to normal winter weather. The downgrade reflects the company's weakening business, which is largely dependent on favorable weather. Compass' salt segment has accounted for at least 80% of revenues over the past three years, with plant nutrition accounting for majority of the remaining portion, both of which are dependent on favorable weather patterns each year. Over the past three years, snowfall events have been decreasing in Compass' served markets; the most recent winter season was the mildest in over 25 years. While S&P assumes a return to normal winter weather in the 2024-2025 winter season, the recent history of highly unpredictable weather patterns does not rule out the possibility of continuing mildness in winter seasons. This increases the risk of lower earnings in the salt segment and overall higher leverage. The plant nutrition segment also has a history of weather-induced low volumes. In fiscal 2023, unfavorable weather conditions in key markets, including California, was a major factor that drove a 23% decline in volumes sold year over year. Furthermore, the company is facing significant headwinds in its attempt diversify its revenue base and reduce its reliance on favorable weather patterns. The company announced the indefinite suspension of any further investment in the lithium project in Utah beyond certain already committed capital expenditure (capex) associated with the early stages of construction as it seeks further clarity on evolving regulatory climate in the state. Additionally, the United States Forest Services' recent decision to not award a contract to Fortress, Compass' fire retardant business, has substantially reduced the expected contribution from Fortress over our forecast period. Compass is currently re-evaluating its strategy with the Fortress business given the operational challenges hindering the use of the company's magnesium chloride-based fire retardant in aerial firefighting, compared with phosphate-based products. As a result, S&P believes the company's revenue concentration in the volatile salt segment will likely continue over our forecast period. Compass' leverage could deteriorate in fiscal 2024 due to lower-than-expected EBITDA generation. S&P now expects Compass will generate EBITDA of $170 million-$200 million in fiscal 2024, which compares unfavorably with its earlier expectation of $230 million-$270 million. The expected decrease in EBITDA is largely due to lower volumes sold in the salt segment following a milder-than-expected 2023-2024 winter season. Municipalities reduced their consumption of highway deicing salt given the significant reduction in snowfall events in Compass' key markets served. However, this was partly mitigated by higher selling prices in the salt segment and higher volumes in the plant nutrition segment. At the same time, Compass' working capital has increased due to high levels of unsold inventory, which will likely be funded by increased drawings on its revolving credit facilities (RCF). As of March 31, 2024, the company had a total of $187 million drawn on both revolving facilities, an increase of 66% compared to drawings as of Sept. 30, 2023. S&P said, "We do not expect debt to significantly decline in fiscal 2024. This is based on our expectation of negative free cash flow, as capex remains elevated due to some committed expenditure on the lithium business, notwithstanding the project suspension. As a result, we expect S&P Global Ratings-adjusted debt to EBITDA of close to 5x in fiscal 2024." Recent changes in capital allocation and operations could improve profitability and cash flow in the long run. Following the milder-than-expected winter, Compass modified its operations and capital allocation policy to help mitigate increased weather variability in the future. Going forward, Compass plans to moderate production at its Goderich mine and reduced its headcount by 20%, which would partly mitigate increased cost per unit due to lower volumes produced. Compass has also announced suspension of dividend payments until it achieves its net debt leverage target of 2x–2.5x. This will release about $25 million of cash flow annually. The company also is planning for cost savings in selling, general, and administrative (SGA) expenses by further reducing headcount and streamlining functions at the corporate level. These efforts will improve Compass' cost competitiveness in the marketplace as it advances its value-over-volume strategy, which continues to yield results, increasing its EBITDA per ton by 19% in the second quarter of 2024, despite lower volumes. However, the strategy exposes the company to increased competitor aggression, as prices are a major determinant for winning contracts from municipalities. Changes to credit agreement provides flexibility amid weaker earnings. In March 2024, Compass amended its credit agreement with lenders to revise its net leverage and interest coverage covenant ratios. This averted a potential breach due to weak earnings and provides more flexibility over a range of winter weather scenarios for the future. The amendment reset the net leverage covenant to 6.5x (previously 4.5x) for the next three quarters until Dec. 31, 2024, before stepping down gradually over the next several quarters to 4.75x by March 31, 2026. The interest coverage ratio was also reset to 2x (previously 2.25x) for the next several quarters until Dec. 31, 2024, before stepping up back to 2.25x for the remaining tenor. The amendment ensures Compass maintains access to its revolving credit facility of $375 million ($122.2 million drawn as of March 31, 2024). The stable outlook reflects S&P's expectation of weaker earnings, partially mitigated by recent initiatives that could lead to a modest recovery in credit metrics over its forecast period. While leverage could deteriorate to 5x or above in fiscal 2024, a return to normal winter weather could lead to improved EBITDA and cash flows as the company unlocks value in its inventory, leading to leverage below 5x in fiscal 2025. S&P could downgrade Compass over the next 12 months if its leverage remains elevated above 5x. This could happen if: -- The recent trend of reduced snowfall events persists or competitive forces cause deicing salt volumes to drop below 9 million tons annually; or -- Deicing salt price per ton drops more than 5%. S&P could raise its rating on Compass if the company demonstrates an ability to maintain adjusted leverage below 3x under all winter weather scenarios. CONTAINER STORE: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg. ------------------------------------------------------------------ Moody's Ratings downgraded The Container Store, Inc.'s corporate family rating to Caa1 from B3, its probability of default rating to Caa1-PD from B3-PD and its senior secured term loan (Term B-3) to Caa1 from B3. Its speculative grade liquidity rating (SGL) remains SGL-3. The outlook is changed to negative from stable. The downgrades reflects governance considerations including Container Store's strategic review process which Moody's believe increases the risk of a transaction that would be considered a distressed exchange to address its short duration capital structure, particularly as the consumer environment remains difficult. Container Store's operating performance and demand for its product categories remains weak, particularly general merchandise, with comparable sales down 21.8% in Q4 2023. Although Moody's expects comparable store sales and margins to stabilize in 2024, EBIT/interest is expected to be weak at 0.6x with debt/EBITDA at 4.5x. The company must refinance its debt with its nearest major maturity its ABL (unrated) which will spring to October 31, 2025 should its term loan due January 2026 not be refinanced. RATINGS RATIONALE Container Store's Caa1 CFR reflects its small scale as well as its narrow focus on the cyclical home storage and organization space. The company also faces intense competition from larger and well capitalized peers as it increase its custom spaces business mix. The rating also reflects Container Store's weak interest coverage and vulnerability to sales deleveraging until the demand for its products improves, despite its efforts to reduce selling general and administrative costs. Although metrics are expected to improve in fiscal 2024 as the demand for its products begin to stabilize, the consumer environment remains uncertain as the consumers spend more on essentials, remain focused on services and spending on home products remains depressed. Nonetheless, the company remains well positioned to return to growth after a period of consumer weakness for its products following years of elevated demand. The ratings benefit from Container Store's recognized brand name and its value proposition supported by a highly trained sales force and a sizeable offering of exclusive and proprietary products, in particular custom closets. It strategy priority is to increase its sales mix in customer spaces and offer general merchandise products to which complement this area. The SGL-3 reflects Container Store's moderate cash balances and Moody's expectation that free cash flow will be positive in fiscal 2024 as the company is poised to return to revenue and operating earnings growth in the second half of 2024 and will lower its investment spend. As of March 30, 2024, the company had approximately $21 million of balance sheet cash and approximately $80.9 million of availability under the $100 million asset based revolving credit facility (ABL) and $10.2 million available on the SEK 110 million Elfa revolving credit facility. The negative outlook reflects its weak operating performance and continued difficult consumer environment as it must contend with its near term maturities and has begun the process of strategic review to maximize value to its shareholders. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if liquidity is adequate, including solid free cash flow, and significant improvement in sales growth and profitability is realized. An upgrade would also require a refinancing of it short duration capital structure at par. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 4.5x and (EBITDA-Capex)/interest above 1.25x. Ratings could be downgraded if Container Store operating performance does not improve, and the company does maintain adequate liquidity including free cash flow or debt maturities are not addressed in advance, the likelihood of a distressed exchange increases, or estimated recoveries decline. The Container Store, Inc., is a retailer of storage and organization products in the US and Europe. The company operates in the US through its 102 specialty retail stores and website, and in Europe through its wholly owned Swedish subsidiary, Elfa International AB (Elfa). Net revenue for the LTM period ended March 30, 2024, was approximately $848 million. The company has been publicly traded since its 2013. The principal methodology used in these ratings was Retail and Apparel published in November 2023. CORECIVIC INC: Egan-Jones Retains BB+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on May 16, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by CoreCivic, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Nashville, Tennessee, CoreCivic, Inc. provides detention and corrections services to governmental agencies. CREDIVALORES-CREDISERVICIOS: Hires Epiq as Claims, Noticing Agent ----------------------------------------------------------------- Credivalores-Crediservicios S.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Epiq Corporate Restructuring, LLC as claims and noticing agent. The firm will provide these services: a. prepare and serve required notices and documents in this Chapter 11 Case in accordance with the Bankruptcy Code, the Bankruptcy Rules and the Local Rules in the form and manner directed by the Debtor and/or the Court, including, if applicable, (i) notice of the commencement of this Chapter 11 Case and the initial meeting of creditors under section 341(a) of the Bankruptcy Code (as applicable), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of a plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan or plans, and (vii) all other notices, orders, pleadings, publications, and other documents as the Debtor or the Court may deem necessary or appropriate for an orderly administration of this Chapter 11 Case; b. if applicable, maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs (collectively, the "Schedules"), listing the Debtor's known creditors and the amounts owed thereto; c. maintain (i) a list of all potential creditors, equity holders, and other parties in interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rules 2002(i), (j), and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party in interest or the Clerk; d. if applicable, furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; g. process all proofs of claim received, including those received by the Clerk, check said processing for accuracy, and maintain the original proofs of claim in a secure area; h. maintain an electronic platform for purposes of filing proofs of claim; i. maintain the official claims register for the Debtor (the "Claims Register") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with a certified, duplicate unofficial Claims Register; and specify in the Claims Register the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), and (vi) any disposition of the claim; j. except to the extent ordered otherwise by this Court, provide public access to the Claims Register, including complete proofs of claim with attachments, if any, without charge; k. implement necessary security measures to ensure the completeness and integrity of the Claims Register and the safekeeping of the original proofs of claim; l. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); m. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to Epiq's offices, not less than weekly; n. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Register for the Clerk's review (upon the Clerk's request); o. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the Claims Register and any service or mailing lists, including to identify and eliminate duplicate names and addresses from such lists; p. identify and correct any incomplete or incorrect addresses in any mailing or service lists; q. assist in the dissemination of information to the public and respond to requests for administrative information regarding this Chapter 11 Case as directed by the Debtor or the Court, including through the use of a case website and/or call center; r. if this Chapter 11 Case are converted to chapter 7 of the Bankruptcy Code, contact the Clerk's office within three (3) days of the notice to Epiq of entry of the order converting the case; s. 30 days prior to the close of this Chapter 11 Case, to the extent practicable, request that the Debtor submits to the Court a proposed order dismissing Epiq as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of this Chapter 11 Case; t. within seven (7) days of notice to Epiq of entry of an order closing this Chapter 11 Case, provide to the Court the final version of the Claims Register as of the date immediately before the close of the Chapter 11 Case; u. within fourteen (14) days of entry of an order dismissing a case or within twenty-eight (28) days of entry of a final decree, Epiq shall, upon consultation with the Clerk's office, forward to the Clerk an electronic version of all imaged claims; and v. within the earlier to occur of (a) fourteen (14) days of entry of an order converting the Chapter 11 Case and (b) entry of a termination order, Epiq shall, upon consultation with the Clerk's office, forward to the Clerk an electronic version of all imaged claims. The firm will be paid at these hourly rates: Clerical/Administrative Support $35 to $55 IT / Programming $65 to $85 Case Managers $85 to $165 Consultants/ Directors/Vice Presidents $165 to $195 The firm will be paid a retainer in the amount of $40,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kate Mailloux, a partner at Epiq Corporate Restructuring, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kate Mailloux Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor, New York, NY 10017 Tel: (646) 282-2532 Email: kmailloux@epiqglobal.com About Credivalores-Crediservicios SAS Credivalores-Crediservicios SAS operates as a financial services company. The Company provides credit cards, micro lending, and corporate loans. Credivalores-Crediservicios serves customers in Colombia. Credivalores-Crediservicios SAS sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10837) on May 16, 2024. In its petition, the Debtor estimated assets and liabilities up to $500 million. Baker Mckenzie LLP is the Debtor's counsel. CREDIVALORES-CREDISERVICIOS: Hires FTI as Financial Advisor ----------------------------------------------------------- Credivalores-Crediservicios S.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ FTI Consulting Canada ULC as financial advisor. The firm's services include: PRE-FILING ACTIVITIES: 1. Assistance with Chapter 11 Bankruptcy preparation, including but not limited to: a. Creditor Matrix Development; b. Voluntary Petitions and Motions support including the related schedules; c. First Day Motion Development; d.First Day Declaration; e. Accounting System/ Invoice Cut-off; and f. Cash Payment/ Controls Implementation. 2. Prepare the liquidation analysis for purposes of the Chapter 11 disclosure statement. 3. If necessary, assistance with preparation of 13-week cash flows taking into account an in-court bankruptcy filing. 4. Other customary related services as may be requested by counsel or the Company. POST FILING ACTIVITIES a. If necessary, the preparation of the Statement of Financial Affairs and Statement of Assets and Statement of Liabilities. b. Support for "Second Day" Motions as required. c. Tracking and implementation of first day orders. d. Continue to manage liquidity and update the 13-week cash flows, including any and all of the required reporting (both for court) and assist with ongoing negotiations with stakeholders as required. e. Preparation of Monthly Operating Reports. f. Other customary related services as may be requested by counsel or the Company. The firm will be paid at these hourly rates: Senior Managing Director $1,095 to $1,495 Directors/Senior Directors/Managing Directors $825 to $1,110 Consultants/Senior Consultants $450 to $790 Administrative/Paraprofessionals $185 to $370 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In the event of a prepackaged bankruptcy filing, the Debtor agreed to pay the firm a fixed fee of $450,000 for services performed before the filing of the Debtor's chapter 11 petition for relief (the "Fixed Fee"). The Debtor paid the Fixed Fee in two installments: $100,000 on March 26, 2024 and $350,000 on May 10, 2024. Devi Rajani Villegas, a Senior Managing Director at FTI Consulting Canada ULC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Devi Rajani Villegas FTI Consulting Canada ULC TD Waterhouse Tower 79 Wellington Street West Suite 2010, P.O. Box 104 Toronto ON M5K 1G8 About Credivalores-Crediservicios SAS Credivalores-Crediservicios SAS operates as a financial services company. The Company provides credit cards, micro lending, and corporate loans. Credivalores-Crediservicios serves customers in Colombia. Credivalores-Crediservicios SAS sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10837) on May 16, 2024. In its petition, the Debtor estimated assets and liabilities up to $500 million. Baker Mckenzie LLP is the Debtor's counsel. CREDIVALORES: Seeks to Hire Baker McKenzie as Legal Counsel ----------------------------------------------------------- Credivalores-Crediservicios S.A., seeks approval from the U.S. Bankruptcy for the Southern District of New York to employ Baker Mckenzie as Counsel. The firm will provide these services: a. advise the Debtor with respect to its rights, powers, and duties as debtor in possession in this Chapter 11 Case; b. participate in in-person and telephonic meetings of the Debtor and any additional professionals or advisors retained by it; c. attend all meetings and negotiating with representatives, creditors, the United States Trustee, and other parties-in-interest; d. assist the Debtor in preparing pleadings in connection with the Chapter 11 Case; e. take any necessary action on behalf of the Debtor to obtain confirmation of the prepackaged chapter 11 plan and all documents related thereto, and any subsequent amended plan, if and when necessary; f. assist the Debtor in analyzing claims asserted against, and interests in, the Debtor, and in negotiating with the holders of such claims and interests and bringing, or participating in, objections or estimation proceedings with respect to such claims and interests; g. provide legal advice regarding bankruptcy law, corporate law, corporate governance, transactional, litigation and other issues; and h. perform all other necessary legal services for the Debtor in connection with the prosecution of this Chapter 11 Case. The firm will be paid at these rates: Paul J. Keenan Jr. $1,645 per hour Blaire Cahn $1,345 per hour Reginald Sainvil $1,195 per hour Maribel R. Fontanez $465 per hour Lori Seavey $465 per hour The firm will be paid a retainer in the amount of $100,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Consistent with the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013, I submit the following information: (a) Baker McKenzie did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; (b) None of Baker McKenzie’s professionals included in this engagement have varied their rate based on the geographic location for this Chapter 11 Case; (c) Baker McKenzie first represented the Debtor in November 2023. The billing rates and material financial terms were the same or very similar to those set forth herein. (d) The Debtor and Baker McKenzie discussed a budget and staffing plan developed by Baker McKenzie and which reflects the estimated number of hours and fees that Baker McKenzie expects to expend on the filing, prosecution and successful completion of the Chapter 11 Case and the estimated type and number of professionals and paraprofessionals needed to successfully represent the Debtor during the course of the Chapter 11 Case. The Debtor approved the budget and staffing plan. The Debtor recognizes, however, that it is possible that during the Chapter 11 Case there may be unforeseen fees and expenses that will need to be addressed by the Debtor and Baker McKenzie. Paul J. Keenan Jr., Esq., a partner at Baker Mckenzie, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul J. Keenan Jr., Esq. Reginald Sainvil, Esq. BAKER & MCKENZIE LLP 1111 Brickell Avenue, 10th Floor Miami, FL 33130 Tel: (305) 789-8900 Fax: (305) 789-8953 Email: paul.keenan@bakermckenzie.com reginald.sainvil@bakermckenzie.com About Credivalores-Crediservicios SAS Credivalores-Crediservicios SAS operates as a financial services company. The Company provides credit cards, micro lending, and corporate loans. Credivalores-Crediservicios serves customers in Colombia. Credivalores-Crediservicios SAS sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10837) on May 16, 2024. In its petition, the Debtor estimated assets and liabilities up to $500 million. Baker Mckenzie LLP is the Debtor's counsel. CRYSTAL PACKAGING: Hires Wadsworth Garber Warner as Counsel ----------------------------------------------------------- Crystal Packaging, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, P.C. as counsel. The firm's services include: a. preparation on behalf of Debtor of all necessary reports, orders and other legal papers required in this chapter 11 proceeding; b. performance of all legal services for Debtor as debtor in possession which may become necessary herein; and c. representation of Debtor in any litigation which Debtor determines is in the best interest of the estate whether in state or federal court(s). The hourly rates of the firm's counsel and staff are as follows: David Wadsworth $500 Aaron Garber $500 David Warner $425 Aaron Conrardy $425 Lindsay Riley $325 Paralegals $125 In addition, the firm will seek reimbursement for its out-of-pocket expenses. Aaron Garber, Esq., a partner with Wadsworth Garber Warner Conrardy, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David V. Wadsworth, Esq. Aaron J. Conrardy, Esq. Wadsworth Garber Warner Conrardy, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 Email: dwadsworth@wgwc-law.com aconrardy@wgwc-law.com About Crystal Packaging, Inc. Crystal Packaging, Inc. is a family-owned liquid blending company in Henderson, Colo., offering a variety of contract and toll services for organizations across the country. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-13093) on June 4, 2024, with up to $50,000 in assets and up to $10 million in liabilities. C. Scott Vincent, president, signed the petition. Judge Thomas B. Mcnamara oversees the case. David V. Wadsworth, Esq., at Wadsworth Garber Warner Conrardy, P.C., is the Debtor's legal counsel. D & R JONES: Creditors to Get Proceeds From Liquidation ------------------------------------------------------- D & R Jones Construction Corp. filed with the U.S. Bankruptcy Court for the Northern District of New York a Small Business Plan of Reorganization dated June 4, 2024. Since 1979, the Debtor has been in the business of installation of flooring primarily commercial locations. The final Plan payment is expected to be paid within 30 days of the auction date liquidating Debtor's assets. Concurrently with this Plan, or shortly thereafter, the Debtor will cause a Motion to Sell Debtor's Assets to be filed, with a return date on or about July 16, 2024. The Debtor expects the auction/sale to be conducted within 30 days of the Order approving the Motion to Sell. Final payments under the Plan will be made within 30 days of the auction/sale date. Class 3 consists of Non-priority unsecured creditors. Under the Plan, the Debtor is proposing to liquidate all assets and after payment to secured creditors, priority creditors will be paid pro rata from the net sale proceeds, and if any proceeds remain, general unsecured creditors will be paid pro rata from the balance of the sale proceeds. The actual percentage paid out to priority and general unsecured claims will be largely dependent upon the amount of the sale proceeds realized from the liquidation of Debtor's assets at auction. Payments, if any, shall be made within 30 days of the sale date of Debtor's assets. This Class is impaired. Class 4 consists of Equity security holders of the Debtor. Equity interest holders shall receive 100% of the shareholder interest in the reorganized Debtor. Under the Plan, the Debtor is proposing to liquidate all assets and after payment to secured creditors, priority creditors will be paid pro rata from the net sale proceeds, and if any proceeds remain, general unsecured creditors will be paid pro rata from the balance of the sale proceeds, cash on hand and receivables. The actual percentage paid out to priority and general unsecured claims will largely dependent upon the amount of the sale proceeds realized from the liquidation of Debtor's assets. A full-text copy of the Plan of Reorganization dated June 4, 2024 is available at https://urlcurt.com/u?l=M7OhVQ from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Zachary D. McDonald, Esq. Orville & McDonald Law, P.C. 30 Riverside Dr. Binghamton, NY 13905 Telephone: (607) 770-1007 About D & R Jones Construction Corp. D & R Jones Construction Corp. is a building finishing contractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-60165) on March 6, 2024. In the petition signed by Douglas Jones, president, the Debtor disclosed $1,077,620 in assets and $1,034,445 in liabilities. Judge Patrick G Radel oversees the case. Zachary D. McDonald, Esq., at ORVILLE & MCDONALD LAW, P.C., mrepresents the Debtor as legal counsel. DELUXE CORP: Egan-Jones Retains B Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on May 13, 2024, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Deluxe Corporation. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Minneapolis, Minnesota, Deluxe Corporation operates as a payments and business technology company. DENNY'S CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB+ -------------------------------------------------------------- Egan-Jones Ratings Company, on May 8, 2024, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Denny's Corporation to BB+ from BBB-. Headquartered in Spartanburg, South Carolina, Denny's Corporation is a largest franchised full-service restaurant chains. DIOCESE OF SAN FRANCISCO: Exclusivity Period Extended to Sept. 27 ----------------------------------------------------------------- Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California extended The Roman Catholic Archbishop of San Francisco's exclusive periods to file a plan of reorganization and obtain acceptance thereof to September 27 and November 29, 2024, respectively. As shared by Troubled Company Reporter, the Debtor explains that the bar date for Survivor Claims has been established and passed. The Debtor contends that the limited estate resources should not be consumed with extensive discovery and litigation and, the interests of all parties are served by progressing toward a global mediation process. Consequently, this factor supports granting the requested extension. Additionally, the Debtor has engaged with the Committee and insurers to establish mediation parameters. The Debtor expects to have filed its motion to refer the plan development process to mediation before the hearing on this motion, with a joinder by the Committee. The Debtor asserts that the composition of its proposed plan will be based in significant part on addressing the survivor claims. The claims and the available insurance coverage for such claims, are being analyzed since the claims bar date has been established and passed. Attorneys for the Debtor: Paul J. Pascuzzi, Esq. Jason E. Rios, Esq. Thomas R. Phinney, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY PASCUZZI & RIOS LLP 500 Capitol Mall, Suite 2250 Sacramento, CA 95814 Tel: (916) 329-7400 Fax: (916) 329-7435 Email: ppascuzzi@ffwplaw.com jrios@ffwplaw.com tphinney@ffwplaw.com Ori Katz, Esq. Alan H. Martin, Esq. Sheppard, Mullin, Richter & Hampton LLP Four Embarcadero Center, 17th Floor San Francisco, CA 94111-4109 Telephone: (415) 434-9100 Facsimile: (415) 434-3947 Email: okatz@sheppardmullin.com amartin@sheppardmullin.com About The Roman Catholic Archbishop of San Francisco The Roman Catholic Archbishop of San Francisco filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 23-30564) on Aug. 21, 2023, with $100 million to $500 million in both assets and liabilities. Judge Dennis Montali oversees the case. The Debtor tapped Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP and Sheppard, Mullin, Richter & Hampton LLP as counsel. Weintraub Tobin Chediak Coleman & Grodin as special litigation counsel. Weinstein & Numbers, LLP as special insurance counsel. GlassRatner Advisory & Capital Group LLC d/b/a B. Riley Advisory Services as financial advisor. Omni Agent Solutions, Inc., is the administrative agent. DMK PHARMA: ZMI Management Finalizes ZIMHI(TM) Acquisition ---------------------------------------------------------- ZMI Pharma, Inc. has finalized the acquisition of all strategic assets necessary to manufacture ZIMHI(TM), including all patents, inventory, automated assembly systems, and the services of two members of the legacy management team. The business was purchased in its entirety as part of a section 363 sale in the Federal Bankruptcy court. Further, it announced that it has entered into an agreement with pharmaceutical distributor FFF Enterprises to act as the exclusive distributor of ZIMHI(TM). ZMI Pharma, Inc. is the manufacturer of record for the product. ZIMHI(TM) is an opioid antagonist indicated for the emergency treatment of known or suspected opioid overdose, including fentanyl poisoning, as manifested by respiratory and/or central nervous system depression in adult and pediatric patients. ZIMHI(TM) is intended for immediate administration as emergency therapy in settings where opioids may be present. ZIMHI(TM) offers the highest dose of naloxone available as an intramuscular injection (5 mg/0.5 mL naloxone hydrochloride solution), and is packaged in a single-dose, pre-filled syringe. It is available by prescription. ZIMHI(TM) is currently available for purchase from FFF Enterprises for the public interest price of $44.00 per two-dose carton. In order to ensure an uninterrupted supply to customers, ZMI Pharma, Inc. plans to resume the manufacture of ZIMHI(TM) from its new production facility in Carlsbad, California, in October 2024. John Jellinek, Chief Executive Officer of ZMI Pharma, Inc., commented: "We are excited to be the new manufacturer of ZIMHI(TM), a medication critical to combating the opioid epidemic in this country. Its high concentration of naloxone and effective delivery system makes ZIMHI(TM) a crucial tool in the fight against the rising tide of fentanyl poisonings. Our partnership with FFF Enterprises will ensure competitive pricing and timely delivery for our customers, saving countless lives." Patrick M. Schmidt, Chief Executive Officer of FFF Enterprises, Inc., family of companies, commented: "We are pleased to be selected as the exclusive distributor of ZIMHI(TM). As a result of this agreement, FFF Enterprises is the only pharmaceutical distributor in the U.S. to carry a complete portfolio of naloxone product formulations--including 3 mg, 4 mg, and 8 mg nasal sprays. Our partnership with ZMI Pharma, Inc. solidifies our position as a one-stop shop for states and local communities who are looking for targeted, effective ways to save lives." For further information, visit: https://zimhi.com About ZMI Pharma, Inc. ZMI Pharma, Inc. is a newly-formed California corporation founded by Richard Hertzberg, John Jellinek, and Sam Kabbani. The founders have significant backgrounds in the life sciences and addiction management businesses, and the management of research and development programs. ZMI Pharma, Inc. will be producing the device in Carlsbad, California, beginning in October 2024. Current inventories of the device are available from FFF to fulfill existing needs until the new facility is up and running. About FFF Enterprises Since 1988, FFF has been recognized as the nation's leading supplier of critical-care biopharmaceuticals, plasma products (including albumin, intravenous immune globulin and coagulation products) and vaccines. FFF is also known for Helping Healthcare Care(R), with a flawless safety track record and an unwavering commitment to customer-driven innovation. Our customers enjoy access to a nationwide salesforce with local representatives, and on-call infusion, specialty pharmacy and reimbursement advisors. With partners that include the largest and most influential GPOs and more than five billion dollars in annual sales, FFF has earned its reputation as the largest and most trusted distributor of human blood products, vaccines and critical-care biopharmaceutical products in the United States. About DMK Pharmaceuticals Corp. DMK Pharmaceuticals Corporation and its affiliates are composed of a family of pharmaceutical companies that own various therapies treating different indications. Over time, the Debtors' portfolio of treatments has focused on treatment of the opioid epidemic, both in an emergency setting and in the prophylactic treatment of Opioid Use Disorder. DMK Pharmaceuticals and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10153) on Feb. 2, 2024. In the petition signed by its chief financial officer, Seth Cohen, DMK Pharmaceuticals disclosed $10 million to $50 million in both assets and liabilities. The Debtors tapped Gellert Scali Busenkell & Brown, LLC and Nelson, Mullins, Riley & Scarborough, LLP as legal counsels; and Rock Creek Advisors, LLC as financial advisor. BMC Group, Inc. is the claims and noticing agent. DMN8 PARTNERS: Unsecureds Will Get 10% to 25% of Claims in Plan --------------------------------------------------------------- DMN8 Partners, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky a Subchapter V Plan of Reorganization dated June 4, 2024. The Debtor is a privately held S-Corporation organized under the laws of the commonwealth of Kentucky. The company's principal place of business is located at 525 W. Fifth Street, Covington, KY 41011. In 2018, Geiman Media Group LLC, a nonfiling affiliate was launched to capitalize on the knowledge that Gary W. Geiman had gained about the marketplace for home contracting services. DMN8 was organized on July 8, 2019 to take over the consultancy and client service aspects of the Geiman Group, and to allow the Geiman Group to focus solely on the work of further developing its digital assets. This Plan provides for: (a) one class of secured claims, Class 1; (b) one administrative convenience class (Class 2), and three classes of general unsecured claims, Class 3, Class 4, and Class 5. To implement its Plan, Debtor intends to: (a) retain property of the estate; (b) modify its revenue/cost model to increase its competitiveness and profitability; and (c) expand its operational capacity and sales through the implementation of new software and aggressive marketing budget. The Reorganized Debtor intends to finance the cost of the Project with post-confirmation income. Class 3 is comprised of nonpriority general unsecured claims that were scheduled in Debtor's petition, and/or filed as a proof of claim which were not scheduled as disputed, contingent, or unliquidated, including the unsecured portion of any otherwise secured claims. ("Class 3 Claims"). Without waiving any rights to object to any claim, and for the sole purpose of developing conservative projections, Debtor assumes that $171,847.28 in claims designated as Class 3 Claims. * Confirmation under Section 1191(a) of the Bankruptcy Code. Provided that the Plan is confirmed under Section 1191(a) of the Bankruptcy Code, Class 3 Claimants shall be entitled to receive distributions of not less than 10% and up to 25% of their allowed claims through (i) guaranteed quarterly payments ("Minimum Distributions"), and (ii) periodic distributions ("Periodic Distributions"). In addition, holders of Class 3 Claims are entitled to share in distributions made in the 5th year of the Plan exclusively with holders of Allowed Class 5 Claims, for an estimated recovery from 10% to 62.5% of total Class 3 claims. * Confirmation under Section 1191(b) of the Bankruptcy Code. If confirmed under Section 1191(b) of the Bankruptcy Code, Class 3 Claimants shall be entitled to receive quarterly distributions of their prorata share of Debtor's disposable income beginning on the 20th day of the first calendar quarter following the allowance or disallowance of the last of the Class 4 Claims and Class 5 Claims. Class 4 is presently comprised of the claim filed by Pen Point Technologies Inc. (Claim No. 4). that has been scheduled in Debtor's petition as disputed, contingent, or unliquidated, and that is subject of pending litigation in Kenton Circuit Case No. 23-CI-01974 ("Class 4 Claims"). * Confirmation under Section 1191(a) of the Bankruptcy Code. Provided that the Plan is confirmed under Section 1191(a) of the Bankruptcy Code, the holder of the Class 4 Claim shall be entitled to receive distributions in the amount of not less than 10% and up to 25% of its allowed claims through (i) guaranteed quarterly payments ("Minimum Distributions"), and (ii) periodic distributions. * Confirmation under Section 1191(b) of the Bankruptcy Code. If confirmed under Section 1191(b) of the Bankruptcy Code, the holder of the Class 4 Claim shall be entitled to receive quarterly distributions of its prorata share of Debtor's disposable income beginning on the 20th day of the first calendar quarter following the allowance or disallowance of the last of the Class 5 Claims. Class 5 is comprised of about $257,857.00 in claims that were scheduled in Debtor's petition as disputed, contingent, or unliquidated, which are held by creditors who hold personal guarantees against Gary W. Geiman ("Class 5 Claims"). * Confirmation under Section 1191(a) of the Bankruptcy Code. Provided that the Plan is confirmed under Section 1191(a) of the Bankruptcy Code, Class 5 Claimants shall be entitled to receive distributions of not less than 10% and up to 25% of their allowed claims through (i) guaranteed quarterly payments ("Minimum Distributions"), and (ii) periodic distributions ("Periodic Distributions"). In addition, holders of Class 5 Claims are entitled to share in Periodic Distributions made in the 5th year of the Plan with holders of Class 3 Claims, for an estimated recovery ranging from 10% to 100% of total Class 5 claims from distributions made under the Plan and after the termination of the Plan. * Confirmation under Section 1191(b) of the Bankruptcy Code. If confirmed under Section 1191(b) of the Bankruptcy Code, holders of Allowed Class 5 Claims shall be entitled to receive quarterly distributions of their prorata share of Debtor's disposable income disposable income but once Class 4 Claims and Class 5 Claims are determined to be allowed or disallowed by a final order. Distributions of disposable income shall be made in accordance with Article V. The Debtor in possession has elected to establish a disbursement fund into which shall be transferred any amounts due under the Plan to holders of administrative claims, Class 1 Claimants, Class 3 Claimants, holders of Allowed Class 4 Claims, and holders of Allowed Class 5 Claims (the "Disbursement Fund"). To implement the Plan, Debtor intends to: (a) retain property of the estate; (b) modify its operational model to increase its competitiveness; and (c) expand its offerings through the strategic development of software applications, and the implementation of stat of the art(the "Project"). The reorganized debtor intends to finance the Plan with operating income and recoveries achieved through settlements. A full-text copy of the Subchapter V Plan dated June 4, 2024 is available at https://urlcurt.com/u?l=RrU1U9 from PacerMonitor.com at no charge. Counsel to the Debtor: J. Christian A. Dennery, Esq. Dennery, PLLC 7310 Turfway Rd, Suite 550 Florence, KY 41042 Tel: (859) 445-5495 Fax: (859) 286-6726 Email: jcdennery@dennerypllc.com About DMN8 Partners, Inc. DMN8 Partners, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Kent. Case No. 24-20186-tnw) on March 6, 2024. In the petition signed by Gary W. Geiman, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Tracey N. Wise oversees the case. J. Christian Dennery, Esq., at Dennery PLLC, represents the Debtor as legal counsel. DNC AND TCPA: Hires Cimino Law Office as State Court Trial Counsel ------------------------------------------------------------------ DNC and TCPA Sanitizer List seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Cimino Law Office, LLC as state court trial attorney. The firm will render these services: a. prepare, file and litigate a legal malpractice case to be filed against Jeffrey Cohen, Gary Tucker and Christopher Yost, which lawyers represented debtor as a plaintiff in a state court case that was lost and resulted in sanctions being assessed against the Debtor; and b. perform all other legal services for the Debtor which may be necessary incident to this litigation, including taking depositions, attending trial, and collecting any judgment that may be rendered. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John A. Cimino, Esq., a partner at Cimino Law Office, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John A. Cimino, Esq. Cimino Law Office, LLC 5500 East Yale Ave., Suite 201A Denver, CO 80222 Tel: (720) 434-0434 Email: JC925AVE@yahoo.com About DNC and TCPA Sanitizer DNC and TCPA List Sanitizer, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-12624) on May 16, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. John Cimino, Esq., at Cimino Law Office, LLC represents the Debtor as bankruptcy counsel. DOTLESS LLC: Seeks to Extend Plan Exclusivity to Sept. 11 --------------------------------------------------------- Dotless, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend its exclusivity period to file its Amended Chapter 11 Plan and Disclosure Statement to September 11, 2024. The Debtor and the largest alleged creditor, the Secretary of Housing and Urban Development, have been engaged in negotiations towards consensual plan treatment. The parties recently agreed to participate in a Judicial Settlement Conference to attempt to reach a resolution. The Debtor explains that it is in the process of amending the Chapter 11 Plan, but as the Debtor and the Secretary of Housing and Urban Development are in the process of negotiations in relation to plan treatment. As the parties are in the process of setting a Judicial Settlement Conference, the Debtor requests additional time to amend the plan and to extend exclusivity. The Debtor claims that it is in the process of attempting to negotiate a consensual plan. The plan will propose funding of the plan by payment through the Debtor's principal providing new value. This will provide for the secured creditors' payments under the plan and provide a return for the general unsecured creditors which they would not receive upon liquidation. Additionally, the requested extension will not harm any party in interest to this matter, and the Debtor has good prospects to confirm a plan that will be best achieved without the burden and expense of having potentially competing plans being pursued by multiple parties. Dotless, LLC is represented by: Nicholas G. Rossoletti, Esq. Bilu Law, PA 2760 W. Atlantic Blvd. Pompano Beach, FL 33069 Telephone: (954) 596-0669 Facsimile: (954) 427-1518 Email: nrossoletti@bilulaw.com About Dotless LLC Dotless, LLC was organized in the State of Utah in 2021 to serve as a holding company for the purchasing and sale of real property throughout the United States. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19341) on November 13, 2023. In the petition signed by Aaron Pace, manager, the Debtor disclosed under $1 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Nicholas G. Rossoletti, Esq., at Bilu Law, PA serves as the Debtor's counsel. DYNATA LLC: Hires Alvarez & Marsal as Restructuring Advisor ----------------------------------------------------------- Dynata, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC as restructuring advisor. The firm will provide these services: (a) assistance to the Debtors in the preparation of financial-related disclosures required by the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, or the Court; (b) assistance to the Debtors with information and analyses required pursuant to the Debtors' debtor-in-possession financing; (c) assistance with the identification and implementation of short-term cash management procedures; (d) advisory assistance in connection with the development and implementation of key employee compensation and other critical employee benefit programs; (e) assistance to Debtors' management team and counsel focused on the coordination of resources related to the ongoing reorganization effort; (f) assistance in the preparation of financial information for distribution to creditors and others; (g) attendance at meetings and assistance in discussions with potential investors, banks, and other secured lenders, any official committee(s) appointed in these Chapter 11 cases, the United States Trustee, other parties in interest and professionals hired by same, as requested; (h) assistance in the preparation of information and analysis necessary for the confirmation of a prepackaged plan (or any other plan of reorganization) in these Chapter 11 cases; (i) assistance in the analysis / preparation of information necessary to assess the tax attributes related to the confirmation of a plan of reorganization in these Chapter 11 Cases; (j) litigation advisory services with respect to accounting and tax matters, along with expert witness testimony on case related issues as required by the Debtors; and (k) rendering such other general business consulting or such other assistance as Debtors' management or counsel may deem necessary consistent with the role of a restructuring advisor to the extent that it would not be duplicative of services provided by other professionals in this proceeding. The firm will be paid at these rates: Managing Directors $1,075 to $1,525 per hour Directors $825 to $1,075 per hour Associates $625 to $825 per hour Analysts $425 to $625 per hour The firm received from the Debtor a retainer of $250,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Tony Simion, a managing director at Alvarez & Marsal North America, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tony Simion Alvarez & Marsal North America, LLC 755 W. Big Beaver Road, Suite 650 Troy, MI 48084 Tel: (248) 936-0800 Fax: (248) 936-0801 About Dynata, LLC Dynata, LLC and their non-debtor affiliates are a global data platform company in the business of providing business-to-business insights to market research firms, brands, media and advertising agencies, and investment firms, amongst others. Dynata, LLC and 18 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11057) on May 22, 2024. In the petition signed by Steven Macri as chief financial Officer, the company disclosed up to $1 billion to $10 billion in both assets and liabilities. Young Conaway Stargatt & Taylor, LLP and Willkie Farr & Gallagher LLP represent the Debtors as counsel. Alvarez & Marsal North America, LLC represents the Debtor as restructuring advisor. Houlihan Lokey, Inc. represents the Debtor as investment banker. Kroll Restructuring Administration LLC represents the Debtor as notice and claims agent. DYNATA LLC: Hires Houlihan Lokey Capital as Investment Banker ------------------------------------------------------------- Dynata, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Houlihan Lokey Capital, Inc. as investment banker. The firm's services include: (i) assisting Willkie and Dynata in the development and distribution of selected information, documents and other materials; (ii) assisting Willkie and Dynata in negotiating, evaluating, and documenting Transaction(s) with the Debtors' creditors; (iii) providing expert advice and testimony regarding financial matters related to any Transaction(s), if necessary; (iv) attending meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties, as requested by Willkie or Dynata; (v) reviewing and analyzing the Debtors' assets and historical financial performance; (vi) analyzing and monitoring financial results and key operating performance indicators; (vii) assisting the Debtors in the development, review and analysis of the its business plan and financial projections; (viii) analyzing optimal debt capacity for the Debtors and other balance sheet considerations; (ix) advising Willkie Farr & Gallagher LLP and the Debtors regarding the benefits and risks of considering potential Transactions; and (x) providing such other investment banking services as may be agreed upon by Houlihan Lokey, Willkie and the Debtors. The firm will be paid as follows: (a) Monthly Fees. In addition to the other fees provided for herein, upon the first monthly anniversary of the Effective Date, and on every monthly anniversary of the Effective Date during the term of this Agreement, the Company shall pay Houlihan Lokey in advance, without notice or invoice, a nonrefundable cash fee of $150,000 ("Monthly Fee"). Each Monthly Fee shall be earned upon Houlihan Lokey's receipt thereof in consideration of Houlihan Lokey accepting this engagement and performing services as described herein. Beginning on the third Monthly Fee and for each Monthly Fee thereafter, 50% of the Monthly Fees shall be credited against the next Transaction Fee (as defined below) to which Houlihan Lokey becomes entitled hereunder (it being understood and agreed that no Monthly Fee shall be credited more than once), except that, in no event, shall such Transaction Fee be reduced below zero; and (b) Transaction Fee(s): In addition to the other fees provided for herein, the Company shall pay Houlihan Lokey the following transaction fee(s): i. Liability Management Transaction Fee. Upon the earlier to occur of: (I) in the case of an out of court Liability Management Transaction, upon the closing of such Liability Management Transaction and (II) in the case of an in-court Liability Management Transaction, the effective date of a confirmed plan of reorganization or liquidation under Chapter 11 of the Bankruptcy Code (as defined below or the closing date of one or more sales of all or substantially all of the company's assets pursuant to section 363 of the Bankruptcy Code, in each instance pursuant to an order of the Court, Houlihan Lokey shall earn, and the Company shall promptly pay to Houlihan Lokey (it being understood that, with respect to an in-court Liability Management Transaction, the actual payment is subject to an application to the Bankruptcy Court approving such fee), a cash fee ("Liability Management Transaction Fee") equal to 1.00% of the face value of the debt affected by the Liability Management Transaction, provided that, in the event the Liability Management Transaction is undertaken as a 3(a)(9) Offer, the Liability Management Transaction Fee, whether or not as a part of a plan, shall be earned and payable immediately upon the first mailing, delivery or other dissemination of offering documents pursuant to the 3(a)(9) Offer; ii. Financing Transaction Fee. Upon the closing of each Financing Transaction, Houlihan Lokey shall earn, and the Company shall thereupon pay to Houlihan Lokey immediately and directly from the gross proceeds of such Financing Transaction, as a cost of such Financing Transaction, a cash fee ("Financing Transaction Fee") equal to the sum of: (I) 1.25% of the gross proceeds of any indebtedness raised or committed that is senior to other indebtedness of the Company, secured by a first priority lien and unsubordinated, with respect to both lien priority and payment, to any other obligations of the Company (other than with respect to debtor-in-possession financing); and (II) 2.25% of the gross proceeds of any indebtedness raised or committed that is secured by a lien (other than a first lien), is unsecured and/or is subordinated; and all equity or equity-linked securities (including, without limitation, convertible securities and preferred stock) placed or committed. It is understood and agreed that if the proceeds of any such Financing Transaction are to be funded in more than one stage, Houlihan Lokey shall be entitled to its applicable compensation hereunder upon the closing date of each stage. The Financing Transaction Fee(s) shall be payable in respect of any sale of securities whether such sale has been arranged by Houlihan Lokey, by another agent or directly by the Company or any of its affiliates. Any non-cash consideration provided to or received in connection with the Financing Transaction (including but not limited to intellectual or intangible property) shall be valued for purposes of calculating the Financing Transaction Fee as equaling the number of Securities (as defined below) issued in exchange for such consideration multiplied by (in the case of debt securities) the face value of each such Security or (in the case of equity securities) the price per Security paid in the then current round of financing; provided, however, that (i) any Financing Transaction Fee arising from gross proceeds raised or committed by any existing lender of the Company shall be one (1) percent, and (ii) no Financing Transaction Fee shall be payable for any gross proceeds raised or committed by Court Square, HGGC Capital or any of their respective affiliates or by any other shareholder, director or employee of the Company. The fees set forth herein shall be in addition to any other fees that the Company may be required to pay to any investor or other purchaser of Securities to secure its financing commitment. iii. Expenses. In addition to all of the other fees and expenses described in this Agreement, and regardless of whether any Transaction is consummated, the Company shall, upon Houlihan Lokey's request, reimburse Houlihan Lokey for its reasonable and documented out-of-pocket expenses incurred from time to time. Houlihan Lokey bills its clients for its reasonable out-of-pocket expenses including, but not limited to (i) travel-related and certain other expenses, without regard to volume-based or similar credits or rebates Houlihan Lokey may receive from, or fixed-fee arrangements made with, travel agents, airlines or other vendors, and (ii) research, database and similar information charges paid to third party vendors, and reprographics expenses, to perform client-related services that are not capable of being identified with, or charged to, a particular client or engagement in a reasonably practicable manner, based upon a uniformly applied monthly assessment or percentage of the fees due to Houlihan Lokey. Houlihan Lokey shall, in addition, be reimbursed by the Company for the reasonable and documented fees and expenses of Houlihan Lokey's legal counsel incurred in connection with the negotiation and performance of this Agreement and the matters contemplated hereby. During the 90 days immediately preceding the Petition Date, the Debtors paid Houlihan Lokey $750,000 in fees and $15,978.83 in expense reimbursements, which includes prepetition retainers of $2,500. Ethan Kopp, a director of Houlihan Lokey Capital, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ethan Kopp Houlihan Lokey Capital, Inc. 245 Park Avenue, 20th Floor New York, NY 10167 Tel: (212) 497-4100 Fax: (212) 661-3070 About Dynata, LLC Dynata, LLC and their non-debtor affiliates are a global data platform company in the business of providing business-to-business insights to market research firms, brands, media and advertising agencies, and investment firms, amongst others. Dynata, LLC and 18 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11057) on May 22, 2024. In the petition signed by Steven Macri as chief financial Officer, the company disclosed up to $1 billion to $10 billion in both assets and liabilities. Young Conaway Stargatt & Taylor, LLP and Willkie Farr & Gallagher LLP represent the Debtors as counsel. Alvarez & Marsal North America, LLC represents the Debtor as restructuring advisor. Houlihan Lokey, Inc. represents the Debtor as investment banker. Kroll Restructuring Administration LLC represents the Debtor as notice and claims agent. DYNATA LLC: Hires Willkie Farr & Gallagher LLP as Co-Counsel ------------------------------------------------------------ Dynata, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Willkie Farr & Gallagher LLP as co-counsel. The firm will provide these services: (a) prepare, on behalf of the Debtors, all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of these Chapter 11 Cases; (b) counsel the Debtors with regard to their rights and obligations as debtors in possession in the continued operation of their business and the management of their estates; (c) represent and advise the Debtors in connection with the process for confirming their proposed prepackaged chapter 11 plan; (d) provide the Debtors with advice, represent the Debtors and prepare all necessary documents on behalf of the Debtors in the areas of corporate finance, employee benefits, real estate, tax, and bankruptcy law, and commercial litigation, debt restructuring, and asset dispositions in connection with these Chapter 11 Cases; (e) advise the Debtors with respect to actions to protect and preserve the Debtors’ estates during the pendency of these Chapter 11 Cases, including the prosecution of actions by the Debtors, the defense of actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved, and objections to claims filed against the estates; and (f) perform all other necessary or requested legal services in connection with these Chapter 11 Cases. The firm will be paid at these rates: Partners $1,550 to $2,250 per hour Associates $565 to $1,500 per hour Paraprofessionals $345 to $590 per hour In the 90 days prior to the Petition Date, the firm received payments in the amount of $3,200,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information set forth in paragraph D.1 of the Appendix B Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Willkie's billing rates and material financial terms for the 12 months prior to the Petition Date were the same as Willkie's proposed billing rates for these Chapter 11 Cases, inclusive of an annual increase in Willkie's rates, which most recently occurred in October 2023. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. The Debtors have approved a budget and staffing plan for the period of May 22, 2024 through July 31, 2024. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Jeffrey D. Pawlitz, Esq., a partner at Willkie Farr & Gallagher LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey D. Pawlitz, Esq. Andrew S. Mordkoff, Esq. Erin C. Ryan, Esq. Amanda X. Fang, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 Tel: (212) 728-8000 Fax: (212) 728-8111 Email: jpawlitz@willkie.com amordkoff@willkie.com eryan@willkie.com afang@willkie.com About Dynata, LLC Dynata, LLC and their non-debtor affiliates are a global data platform company in the business of providing business-to-business insights to market research firms, brands, media and advertising agencies, and investment firms, amongst others. Dynata, LLC and 18 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11057) on May 22, 2024. In the petition signed by Steven Macri as chief financial Officer, the company disclosed up to $1 billion to $10 billion in both assets and liabilities. Young Conaway Stargatt & Taylor, LLP and Willkie Farr & Gallagher LLP represent the Debtors as counsel. Alvarez & Marsal North America, LLC represents the Debtor as restructuring advisor. Houlihan Lokey, Inc. represents the Debtor as investment banker. Kroll Restructuring Administration LLC represents the Debtor as notice and claims agent. DYNATA LLC: Hires Young Conaway Stargatt as Co-Counsel ------------------------------------------------------ Dynata, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as co-counsel. The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their properties, and the potential sale of their assets; b. preparing documents in connection with and pursuing confirmation of a plan and approval of a disclosure statement; c. preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; d. appearing in Court and protecting the interests of the Debtors before the Court; and e. performing all other legal services for the Debtors that may be necessary and proper in these Chapter 11 Cases. The firm will be paid at these rates: Edmon L. Morton, Partner $1,200 per hour Matthew B. Lunn, Partner $1,110 per hour Shella Borovinskaya, Associate $565 per hour Kristin L. McElroy, Associate $530 per hour Brenda Walters, Paralegal $385 per hour The firm received retainer payments in the amounts of: (i) $125,000 on April 12, 2024, (ii) $123,730.60 on April 30, 2024, (iii) $136,500.00 on May 15, 2024, and (iv) on May 16, 2024, the Debtors advanced the filing fees for the case in the amount of $36,085.10. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Edmon L. Morton, Esq., a partner at Young Conaway Stargatt & Taylor, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Edmon L. Morton, Esq. Matthew B. Lunn, Esq. Shella Borovinskaya, Esq. Kristin L. McElroy, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: emorton@ycst.com mlunn@ycst.com sborovinskaya@ycst.com kmcelroy@ycst.com About Dynata, LLC Dynata, LLC and their non-debtor affiliates are a global data platform company in the business of providing business-to-business insights to market research firms, brands, media and advertising agencies, and investment firms, amongst others. Dynata, LLC and 18 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11057) on May 22, 2024. In the petition signed by Steven Macri as chief financial Officer, the company disclosed up to $1 billion to $10 billion in both assets and liabilities. Young Conaway Stargatt & Taylor, LLP and Willkie Farr & Gallagher LLP represent the Debtors as counsel. Alvarez & Marsal North America, LLC represents the Debtor as restructuring advisor. Houlihan Lokey, Inc. represents the Debtor as investment banker. Kroll Restructuring Administration LLC represents the Debtor as notice and claims agent. DYNATA LLC: Seeks to Hire Kroll as Administrative Advisor --------------------------------------------------------- Dynata, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kroll Restructuring Administration LLC as administrative advisor. The firm's services include: (a) assisting with, among other things, solicitation, balloting and tabulation of votes, and preparing any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, processing requests for documents from parties in interest; (b) preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; (c) to the extent applicable in these Chapter 11 Cases, assisting with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gathering data in conjunction therewith; (d) providing a confidential data room, if requested; (e) managing and coordinating any distributions pursuant to a Chapter 11 plan; and (f) providing such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). The hourly rates of the firm's professionals are as follows: Analyst $35 - $60 Technology Consultant $50 - $135 Consultant/Senior Consultant $75 - $195 Director $215 - $265 Solicitation Consultant $220 Director of Solicitation $260 Managing Director $300 Prior to the Petition Date, the Debtors paid the firm an advance in the amount of $50,000, which was received by the firm on April 30, 2024. In addition, on May 17, 2024, the firm received payment in the amount of $63,174.68 for actual and estimated prepetition fees and expenses. Benjamin Steele, a managing director at Kroll Restructuring Administration, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration, LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Tel: (212) 593-1000 About Dynata, LLC Dynata, LLC and their non-debtor affiliates are a global data platform company in the business of providing business-to-business insights to market research firms, brands, media and advertising agencies, and investment firms, amongst others. Dynata, LLC and 18 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11057) on May 22, 2024. In the petition signed by Steven Macri as chief financial Officer, the company disclosed up to $1 billion to $10 billion in both assets and liabilities. Young Conaway Stargatt & Taylor, LLP and Willkie Farr & Gallagher LLP represent the Debtors as counsel. Alvarez & Marsal North America, LLC represents the Debtor as restructuring advisor. Houlihan Lokey, Inc. represents the Debtor as investment banker. Kroll Restructuring Administration LLC represents the Debtor as notice and claims agent. EBURY STREET: Hires Rumberger Kirk & Caldwell PC as Counsel ----------------------------------------------------------- Ebury Street Capital, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of Alabama to employ Rumberger, Kirk & Caldwell, PC as counsel. The firm will provide these services: a. give the Debtors legal advice with respect to its powers and duties as Debtor-in-Possession; b. negotiate and formulate a plan of reorganization under Chapter 11 which will be acceptable to its creditors; c. deal with secured lien claimants regarding arrangements for payment of their debt and/or contest the validity of same; d. prepare the necessary petition, answers, orders, reports and other legal papers; and e. provide other services which may be necessary. The firm will be paid at these rates: R. Scott Williams $400 per hour Robert H. Adams $400 per hour Frederick D. Clarke $165 per hour Paralegals $125 per hour Rumberger will receive a retainer of $38,442.15. R. Scott Williams, Esq., a partner of Rumberger, Kirk & Caldwell, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Rumberger may be reached at: R. Scott Williams, Esq. Rumberger, Kirk & Caldwell, PC 1300 Park Place Tower 2001 Park Place North Birmingham, AL 35203 Tel: (205) 572-4926 Fax: (205) 326-6786 Email: swilliams@rumberger.com About Ebury Street Capital, LLC Ebury Street Capital, LLC filed Chapter 11 petition (Bankr. M.D. Ala. Case No. 24-10499) on May 13, 2024, with as much as $50,000 in both assets and liabilities. Judge Bess M. Parrish Creswell oversees the case. Richard Scott Williams, Esq., is the Debtor's legal counsel. ECI PHARMACEUTICALS: Taps Sodl & Ingram as Real Estate Counsel -------------------------------------------------------------- ECI Pharmaceuticals LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Andrew Sodl, Esq. and Sodl & Ingram PLLC as special real estate and transactional counsel. The Debtor needs a special counsel to assist in transactional matters related to the sale of its assets. The firm will charge an hourly fee arrangement of $480 per hour plus costs. Andrew Sodl, Esq., an attorney at Sodl & Ingram, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew M. Sodl, Esq. Sodl & Ingram PLLC 1617 San Marco Boulevard Jacksonville, FL 32207 Telephone: (904) 257-5777 Email: andrew.sodl@si-law.com About ECI Pharmaceuticals LLC ECI Pharmaceuticals LLC is a specialty generic and branded pharmaceutical manufacturing and marketing company specializing in the manufacturing of non-sterile, solid oral dose products. Debtor's business premises are located at 5311 NW 35th Terrace, Fort Lauderdale, Florida 33309. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-14430-SMG) on May 3, 2024. In the petition signed by Fedner Destine, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Aaron A Wernick, Esq., at Wernick Law PLLC, represents the Debtor as legal counsel. ECP OWNER 1: Plan Exclusivity Period Extended to August 27 ---------------------------------------------------------- Judge Elizabeth L. Gunn of the U.S. Bankruptcy Court for the District of Columbia extended ECP Owner 1 LLC, and affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to August 27 and October 26, 2024, respectively. As shared by Troubled Company Reporter, the Debtors are each a special purpose District of Columbia limited liability company formed on May 20, 2019, to own and operate low-income multifamily residential buildings in the District of Columbia known as "The Villages at Tillman" and "The Villages at Evergreen" (collectively, the "Properties"). Through these Chapter 11 Cases, the Debtors intend to market and sell the Properties. The Debtors have been actively marketing the Properties for sale for the past year and had active contracts on several of the Properties, as well as interest in other Properties. The Debtors intend to sell the Properties pursuant to section 363 of the Bankruptcy Code and/or to file a plan of reorganization that, upon confirmation by this Court, will provide for the sale of the Properties. Counsel to the Debtors: Kristen E. Burgers, Esq. Stephen E. Leach, Esq. Hirschler Fleischer, PC 1676 International Drive, Suite 1350 Tysons, VA 22102 Telephone: (703) 584-8900 Facsimile: (703) 584-8901 Email: kburgers@hirschlerlaw.com sleach@hirschlerlaw.com About ECP Owner 1 LLC ECP Owner 1 LLC is primarily engaged in renting and leasing real estate properties. ECP Owner 1 and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00326) on Nov. 1, 2023. In the petition signed by Robert B. Margolis, manager, ECP Owner 1 disclosed up to $10 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the cases. The Debtors tapped Kristen E. Burgers, Esq., at Hirschler Fleischer, PC, as bankruptcy counsel and Arnall Golden Gregory, LLP, as special real estate counsel. EDGEWOOD MANOR: Case Summary & 13 Unsecured Creditors ----------------------------------------------------- Debtor: Edgewood Manor Trenton Proud LLC 1205 Edgewood Avenue Trenton, NJ 08618 Business Description: Edgewood Manor is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-16216 Debtor's Counsel: Douglas J. McGill, Esq. WEBBER MCGILL LLC 100 E. Hanover Avenue Suite 401 Cedar Knolls, NJ 07927 Tel: (973) 739-9559 Fax: (973) 739-9575 Email: dmcgill@webbermcgill.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas J. Caleca, on behalf of Managing Member PLA 8 Trenton Proud LLC. 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/3KK2R7Y/Edgewood_Manor_Trenton_Proud_LLC__njbke-24-16216__0001.0.pdf?mcid=tGE4TAMA ELYSIUM AXIS: Case Summary & 12 Unsecured Creditors --------------------------------------------------- Debtor: Elysium Axis LLC 13212 Chapman Avenue Garden Grove, CA 92840 Business Description: Elysium Axis owns and operates a health care business. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11557 Judge: Hon. Scott C Clarkson Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jason Landver as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KSJ23NQ/Elysium_Axis_LLC__cacbke-24-11557__0001.0.pdf?mcid=tGE4TAMA EMRLD BORROWER: Fitch Assigns 'BB' Rating on 2031 Secured Notes --------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to EMRLD Borrower LP's (dba Copeland) proposed issuance of senior secured notes due 2031. The Recovery Rating is 'RR2'. The notes will rank pari passu to, and are rated at, the same level as Copeland's existing senior secured notes and term loans. The net proceeds, in conjunction with the previously announced senior secured term loan B, will be used to repurchase the Seller Notes issued to Emerson Electric. Copeland's Long-Term Issuer Default Rating (IDR) of 'B+' with a Stable Outlook reflects the company's strong operating profile and profitability that is comparable to low-investment grade peers, balanced against its weaker leverage and coverage metrics after the seller note repurchase. KEY RATING DRIVERS Seller Note Repurchase Weakens Credit Metrics: Fitch expects leverage of the restricted group (EMRLD Borrower LP) to increase materially upon issuance of new senior secured debt to repurchase the Emerson seller notes. The increased cash interest requirements will also weaken interest coverage metrics and FCF. On Fitch's estimates, EBITDA leverage will rise to 5.5x-6x and EBITDA interest coverage will fall to around 2.5x, which would be consistent with a 'B+' IDR. Emerson's seller note is payment in kind (PIK) and outside of the restricted group, which Fitch treated as non-debt under its criteria for rating Holdco PIK Shareholder Loans. The seller note is also subordinated to third-party debt and has a longer-dated final maturity compared to third-party debt. Impact of Shareholder Change: Fitch believes Copeland's strong profitability and positive FCF generation means that the company has capacity to reduce leverage to around 5x within three or four years, and management has identified opportunities for faster deleveraging. However, Emerson's exit increases the uncertainty over Copeland's capital allocation and financial policies, as Copeland will become wholly owned by a Blackstone-led private equity consortium. Fitch previously viewed Emerson's continued involvement and retention of a 40% stake as supportive for the rating. The joint venture agreement gave Emerson significant consent rights over decisions such as large acquisitions, debt incurrences above 4x EBITDA, and distributions to shareholders. Business Profile Intact: Copeland's strong market position and large operating scale, with annual revenues of more than $5 billion and EBITDA of more than $1.2 billion, remains supportive of the rating. The company is the clear market leader in heating, ventilation, air conditioning and refrigeration (HVACR) compressors and related solutions, with a well-recognized brand, technological leadership and a global presence. Compressors are a mission critical component of HVAC systems, consuming about 80% of system power but accounting for just a small portion of overall HVAC unit cost. Stable Demand, Secular Tailwinds: Copeland has a long track record of resilient operating performance through economic cycles. Its revenues are supported by a large global installed base and non-discretionary demand, with 80% of revenues tied to replacement and aftermarket sales. At the same time, the company benefits from secular growth drivers from an increased focus on sustainability and energy efficiency, particularly in Europe where regulatory changes are likely to accelerate the adoption of hydronic heat pumps in lieu of boilers. Strong Profitability: Copeland's strong and stable margin profile reflects its technological leadership, market position and pricing power. The company generates EBITDA margins in the low to mid-20s and pre-distribution FCF margins in the high single-digits to low teens. This is strong, even compared to investment-grade peers, and gives the company significant financial flexibility. The company restructured in recent years, and management identified additional cost savings opportunities, with potential to further improve EBITDA margins to the high 20s. Blackstone PIK Instrument Treated as Equity: Fitch continues to treat the PIK-only preferred instruments issued to the limited partners of Emerald JV Holdings as equity, in accordance with Fitch's criteria for rating Holdco PIK Shareholder Loans. The securities are issued outside of the restricted group, subordinated to third-party debt, and are PIK-only with no cash payment and longer-dated final maturity compared to third-party debt. DERIVATION SUMMARY Copeland's credit profile is supported by its leading market position in the HVAC compressor market, large operating scale, stable demand driven by replacement and aftermarket sales, and strong FCF generation. Its business profile is comparable with low investment-grade peers such as Carrier (BBB/Stable), Regal Rexnord (BBB-/Stable), and Vontier (BBB-/Stable). However, the rating also reflects Fitch's expectation of higher financial leverage and lower interest coverage compared to the peers listed above. The IDRs for EMRLD Borrower LP and Emerald JV Holdings L.P. are assessed on a consolidated basis, using the strong subsidiary/weak parent approach and open access and control factors. The assessment is based on the parent and subsidiaries operating as a single enterprise with strong legal and operational ties. KEY ASSUMPTIONS - Revenues: Flat revenues in fiscal 2024, followed by 3% revenue growth annually from fiscal 2025 onwards; - EBITDA margins to remain stable at around 25%; - Capex: Capex will be temporarily higher in 2024-2025, driven by new manufacturing facilities in lower cost locations and stabilize at around 4% of revenues thereafter; - Interest Rates: SOFR assumed to be about 5% in 2025-2027, which translates to an effective interest rate of 7%-7.3% through the forecast period. RECOVERY ANALYSIS The recovery analysis assumes that Copeland would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. The GC EBITDA of $1.0 billion reflects a hypothetical scenario in which the business faces a material, sustained decline in demand at one or more of its segments and/or end markets. An enterprise valuation multiple of 7.0x is applied to the GC EBITDA to calculate post-reorganization enterprise value. This multiple considers Copeland's through-the-cycle cash flow profile supported by the mission-critical nature of its products, non-discretionary demand, leading market position and large operating scale. It also considers valuation multiples for comparable diversified industrial businesses. The ABL revolver receives priority above the term loans and senior secured notes in the distribution of value in the recovery waterfall. The Recovery Rating analysis results in a 'BB+'/'RR1' Recovery Rating for the ABL revolver and a 'BB'/'RR2' rating for the senior secured notes and term loans. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Commitment to a capital allocation and financial policy that lead to EBITDA leverage sustained below 5.0x and EBITDA Interest Coverage sustained above 3.0x; - Demonstrated progress towards executing cost savings and growth initiatives. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Opportunistic or aggressive financial policy that leads to EBITDA leverage sustained above 6.0x and EBITDA interest coverage sustained Below 2.5x. LIQUIDITY AND DEBT STRUCTURE Upon completion of the transaction, Copeland's debt structure will consist of a $700 million asset-backed loan (ABL) revolver that was largely undrawn as of March 31, 2024, and $7.4 billion in secured debt that matures in 2028-2031. The PIK preferred instrument issued to the limited partners of Emerald JV Holdings is treated as non-debt in accordance with Fitch's rating criteria. The company's liquidity profile is adequate, with no near-term debt maturities and capex needs that are well-covered by operating cash flows. ISSUER PROFILE EMRLD Borrower LP (d.b.a. Copeland) is a leading provider of compression products, electronics, software and solutions across many applications within HVACR, other heating applications, food service, retail, transportation and health care/life sciences. DATE OF RELEVANT COMMITTEE 11 June 2024 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- EMRLD Borrower LP senior secured LT BB New Rating RR2 ENGINEERED MACHINERY: Moody's Alters Outlook on B2 CFR to Negative ------------------------------------------------------------------ Moody's Ratings affirmed Engineered Machinery Holdings, Inc.'s ("Duravant") B2 Corporate Family Rating and B2-PD Probability of Default Rating. Moody's also affirmed Duravant's B1 senior secured first lien revolving credit facility rating, B1 senior secured first lien term loan rating and Caa1 senior secured second lien term loan rating. Concurrently, Moody's changed Duravant's rating outlook to negative from stable. The change in Duravant's outlook to negative reflects softening in revenue and EBITDA margin. Going forward, declines in bookings in packaging and food sorting and handling segments indicate the potential for further softening while Duravant remains constrained by high leverage and weak interest coverage. Slowing growth will potentially weaken margins if cost savings improvements cannot be realized to improve leverage, cash flow and interest coverage. RATINGS RATIONALE The B2 CFR reflects Duravant's very high leverage and a slowdown in sales as the company contends with uncertain demand. Adjusted debt-to-EBITDA increased to approximately 8.5x for the twelve months ended March 31, 2024 from slowing revenue growth and a declining EBITDA margin. Despite Moody's view that revenue will increase, organic growth will be lower than it had been in previous years. Further, operational improvements will be needed to support Duravant's operating margin and future deleveraging. Duravant's use of debt to consummate acquisitions coupled with stubbornly high interest rates have constrained the company's interest coverage (EBITA/Interest expense was roughly 1.2x for the twelve months ended March 31, 2024). The B2 CFR is also constrained by the inherent cyclicality of Duravant's business. Duravant's B2 CFR is supported by its defendable niche position in the specialized machinery sector with long-established customer relationships. In addition, the company benefits from its favorable exposure to the food and beverage and e-commerce sectors, as well as its meaningful aftermarket business. The negative outlook reflects Moody's expectation that Duravant will continue to operate with very high leverage and weak interest coverage over the next 12-18 months. Duravant's ESG credit impact score is CIS-4, which indicates that the ratings are lower than they would have been if ESG risk exposure did not exist. This reflects the company's high governance risk associated with its private equity ownership. The environmental and social risks align with the broader manufacturing sector. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if liquidity erodes from weakness in cash flow or earnings. Integration challenges, a weak operating environment or competitive pressures could also pressure ratings. Ratings could be downgraded if debt-to-EBITDA is sustained above 7.0x or EBITA-to-Interest is sustained below 1.5x. An upgrade of the ratings could be considered with strong operating performance supported by debt-to-EBITDA sustained below 5.0x or EBITA-to-Interest sustained above 2.0x. Engineered Machinery Holdings, Inc. is the indirect parent of Duravant LLC. Headquartered in Downers Grove, Illinois, Duravant designs and assembles packaging, material handling and food processing equipment for a number of industries, including food and beverage, consumer products, e-commerce and distribution, retail, and agriculture and produce. Duravant is owned by affiliates of Warburg Pincus, LLC. Duravant generated about $1.3 billion of revenue in 2023. The principal methodology used in these ratings was Manufacturing published in September 2021. ENVIRI CORP: Egan-Jones Withdrew B Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on May 10, 2024, withdrew its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Enviri Corporation. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Philadelphia, Pennsylvania, Enviri Corporation is an environmental solutions company. EXPRESS INC: Committee Hires Kramer Levin as Legal Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Express, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kramer Levin Naftalis & Frankel LLP as co-counsel. The firm's services include: a. administration of these cases and the exercise of oversight with respect to the Debtors' affairs, including all issues in connection with the Debtors, the Committee and/or these Chapter 11 Cases; b. preparation on behalf of the Committee of necessary applications, motions, objections, memoranda, orders, reports and other legal papers; c. appearance in Court, participation in litigation as a party-in-interest and participation at statutory meetings of creditors to represent the interests of the Committee; d. negotiation and evaluation of the use of cash collateral, debtor-in-possession financing and any other potential financing alternatives; e. negotiation, formulation, drafting and confirmation of a chapter 11 plan of reorganization or liquidation, as appropriate, and matters related thereto; f. investigation, directed by the Committee, of among other things, unencumbered assets, liabilities, financial condition of the Debtors, prior transactions and operational issues concerning the Debtors that may be relevant to these Chapter 11 Cases; g. negotiation of bidding procedures and formulation of any proposed sale of any of the Debtors' assets, including pursuant to section 363 of the Bankruptcy Code; h. evaluation and negotiation of modifications to the Debtors' proposed second day relief, and at the direction of the Committee, responding to the Debtors' proposed second day relief; i. communications with the Committee's constituents in furtherance of its responsibilities, including, but not limited to, communications required under section 1102 of the Bankruptcy Code; and j. performance of all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of such other services as are in the interests of those represented by the Committee. The firm will be paid at these rates: Partners $1,400 to $2,000 Counsel $1,325 to 1,915 Special Counsel $1,205 to $1,550 Associates $780 to $1,380 Paraprofessionals $350 to $650 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information set forth in D.1. of the Revised Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Kramer Levin is developing a budget and staffing plan that will be presented for approval by the Committee. Adam C. Rogoff, a partner at Kramer Levin Naftalis & Frankel LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Adam C. Rogoff, Esq. Robert T. Schmidt, Esq. Nathaniel Allard, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 Tel: (212) 715-9100 Fax: (212) 715-8000 Email: arogoff@kramerlevin.com rschmidt@kramerlevin.com nallard@kramerlevin.com About Express, Inc. Express, Inc., operates specialty retail apparel stores. The Company offers apparel and accessories such as jeans, sweaters, dresses, suits, and coats. Express serves customers in the United States. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10831) on April 22, 2024. In the petition signed by Stewart Glendinning, chief executive officer, the Debtor disclosed $1,298,055,000 in assets and $1,199,781,226 in liabilities. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; Klehr Harrison Harvey Branzburg, LLP as local bankruptcy counsel; Moelis & Company, LLC as investment banker; M3 Advisory Partners, LP as restructuring advisor; and Stretto, Inc. as claims agent. Stephen L. Iacovo, Esq., at Ropes & Gray, LLP serves as counsel to ReStore Capital, LLC, agent to the FILO Lenders. ReStore is also the agent under a second lien senior secured DIP single-draw term facility. AlixPartners, LLP serves as advisor to the DIP agents. Randall L. Klein, Eseq., Eva D. Gadzheva, Esq., and Dimitri G. Karcazes, Esq., at Goldberg Kohn Ltd., serve as counsel to Wells Fargo Bank, National Association, as first lien ABL agent. Wells Fargo is also the agent under a first lien senior secured DIP revolving credit facility. EXPRESS INC: Committee Hires Province LLC as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of Express, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Province, LLC as financial advisor. The firm's services include: a. becoming familiar with and analyzing the Debtors' DIP budget, assets and liabilities, and overall financial condition; b. reviewing financial and operational information furnished by the Debtors; c. monitoring the sale process, interfacing with the Debtors' professionals, and advising the Committee regarding the process; d. scrutinizing the economic terms of various agreements, including, but not limited to, various professional retentions; e. analyzing the Debtors' proposed business plans and developing alternative scenarios, if necessary; f. assessing the Debtors' various pleadings and proposed treatment of unsecured creditor claims therein; g. preparing, or reviewing as applicable, avoidance action and claim analyses; h. assisting the Committee in reviewing the Debtors' financial reports; i. advising the Committee on the current state of these chapter 11 cases; j. advising the Committee in negotiations with the Debtors and third parties as necessary; k. if necessary, participating as a witness in hearings before the Court with respect to matters upon which Province has provided advice; and l. providing other activities as are approved by the Committee, the Committee's counsel, and as agreed to by Province. The firm will be paid at these hourly rates: Managing Directors and Principals $870 to $1,450 Vice Presidents, Directors, and Senior Directors $690 to $950 Analysts, Associates, and Senior Associates $370 to $700 Other/Para-Professional $270 to $410 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Robinson, as managing director at Province, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Province, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Tel: (702) 685-5555 Email: arosen@provincefirm.com About Express Inc. Express, Inc., operates specialty retail apparel stores. The Company offers apparel and accessories such as jeans, sweaters, dresses, suits, and coats. Express serves customers in the United States. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10831) on April 22, 2024. In the petition signed by Stewart Glendinning, chief executive officer, the Debtor disclosed $1,298,055,000 in assets and $1,199,781,226 in liabilities. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; Klehr Harrison Harvey Branzburg, LLP as local bankruptcy counsel; Moelis & Company, LLC as investment banker; M3 Advisory Partners, LP as restructuring advisor; and Stretto, Inc. as claims agent. Stephen L. Iacovo, Esq., at Ropes & Gray, LLP serves as counsel to ReStore Capital, LLC, agent to the FILO Lenders. ReStore is also the agent under a second lien senior secured DIP single-draw term facility. AlixPartners, LLP serves as advisor to the DIP agents. Randall L. Klein, Eseq., Eva D. Gadzheva, Esq., and Dimitri G. Karcazes, Esq., at Goldberg Kohn Ltd., serve as counsel to Wells Fargo Bank, National Association, as first lien ABL agent. Wells Fargo is also the agent under a first lien senior secured DIP revolving credit facility. EXPRESS INC: Committee Hires Saul Ewing LLP as Co-Counsel --------------------------------------------------------- The official committee of unsecured creditors of Express, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Saul Ewing LLP as co-counsel. The firm's services include: a. providing legal advice to the Committee with respect to its rights, duties, and powers in these Chapter 11 Cases, bearing in mind that the Court relies on Delaware counsel to be involved in all aspects of the bankruptcy proceeding; b. assisting the Committee in its analysis of, and negotiations with, the Debtors or any third-party concerning matters related to these Chapter 11 Cases; c. reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advising the Committee as to their propriety; d. assisting the Committee in preparing pleadings and applications, pursuant to local rules, practices, and procedures, as may be necessary in furtherance of the Committee's interests and objectives; e. appearing as necessary in Court and at any meetings of creditors as co-counsel on behalf of the Committee; and f. performing such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. The firm will be paid at these rates: Partners $490 to $1,095 per hour Special Counsel $515 to $1,025 per hour Associates $300 to $540 per hour Paraprofessionals $200 to $430 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lucian B. Murley, Esq., a partner at Saul Ewing LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lucian B. Murley, Esq. Nicholas Smargiassi, Esq. Saul Ewing LLP 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Tel: (302) 421-6898 Email: luke.murley@saul.com nicholas.smargiassi@saul.com About Express Inc. Express, Inc., operates specialty retail apparel stores. The Company offers apparel and accessories such as jeans, sweaters, dresses, suits, and coats. Express serves customers in the United States. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10831) on April 22, 2024. In the petition signed by Stewart Glendinning, chief executive officer, the Debtor disclosed $1,298,055,000 in assets and $1,199,781,226 in liabilities. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; Klehr Harrison Harvey Branzburg, LLP as local bankruptcy counsel; Moelis & Company, LLC as investment banker; M3 Advisory Partners, LP as restructuring advisor; and Stretto, Inc. as claims agent. Stephen L. Iacovo, Esq., at Ropes & Gray, LLP serves as counsel to ReStore Capital, LLC, agent to the FILO Lenders. ReStore is also the agent under a second lien senior secured DIP single-draw term facility. AlixPartners, LLP serves as advisor to the DIP agents. Randall L. Klein, Eseq., Eva D. Gadzheva, Esq., and Dimitri G. Karcazes, Esq., at Goldberg Kohn Ltd., serve as counsel to Wells Fargo Bank, National Association, as first lien ABL agent. Wells Fargo is also the agent under a first lien senior secured DIP revolving credit facility. FAMULUS HEALTH: Hires Campbell Law Firm P.A. as Counsel ------------------------------------------------------- Famulus Health, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Campbell Law Firm, P.A. as counsel to handle its Chapter 11 case. The firm will be paid at these rates: Kevin Campbell $450 per hour Michael H. Conrady $400 per hour Suzanne Campbell Chisholm $300 per hour Staff $100 per hour The firm was paid a retainer in the amount of $15,962. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin Campbell, a partner at Campbell Law Firm, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin Campbell, Esq. Campbell Law Firm, P.A., 890 Johnnie Dodds Blvd., Mt. Pleasant, SC 29465 Tel: (843) 884-6874 Fax: (843) 884-0997 About Famulus Health, LLC Famulus Health LLC -- https://www.famulushealth.com -- is a limited liability company. Famulus Health LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 24-02019) on June 3, 2024. In the petition signed by Michael Szwajkos, as manager, the Debtor reports estimated assets between $50 million and $100 million and estimated liabilities between $10 million and $50 million. The Debtor is represented by Kevin Campbell, Esq., at Campbell Law Firm, PA. FLEXACAR LLC: Rental Income & Cash Infusion to Fund Plan -------------------------------------------------------- Flexacar LLC submitted an Amended Disclosure Statement describing Amended Plan of Reorganization dated June 4, 2024. The filing of this bankruptcy was the result of litigation brought by American Credit Acceptance ("ACA") against Caspian, the Debtor, Autoline of VA, Inc., 25350 Pleasant Valley LLC ("Pleasant Valley"), Total Auto Financing LLC ("Total Auto"), Elshan, and Babak in the U.S. District Court for the District of South Carolina (the "South Carolina Action"). After this civil action was commenced, Total Auto filed a voluntary petition for relief with this Court in the matter styled In re Total Auto Financing, LLC, U.S. Bankruptcy Court, E.D. Va., Alex. Div. Docket No. 23-11876-BFK (the "Total Auto Financing Case"). Within the Total Auto bankruptcy proceedings, ACA holds a secured claim of $31,312,647 and AFC holds aggregated secured claims of $10,810,925. The pendency of the South Carolina Civil Action and the pendency of a preliminary injunction in the South Carolina Civil Action led to the filing of this bankruptcy case, and the bankruptcy cases of Total Auto and Pleasant Valley. The Plan is a reorganizing plan. The Plan shows the payments anticipated to be made on account of all allowed claims. Class 4 consists of the general unsecured claims of American Credit Acceptance and Automotive Finance Corporation. This class is impaired. The holders of Class 4 Claims shall, on the first Business Day of the first month after the Effective Date, after the Debtor's required monthly payment to the holders of any Class 2 or 3 claims, monthly dividend equal to the fractional share (pro-rata as between the holders of any allowed Class 4 and 5 claims) of any Dividend available to creditors after the payment of any administrative claims and Class 2 and 3 Claims. Payments and distributions under the Plan will be funded by rents received from the Debtor's tenants and contributions of new value by Elshan and Babak. The total amount to be paid as a Dividend under from these sources the Plan is $516,000 (in stepped-up installments ranging from $1,200 to $7,200 per month) plus four additional installments11 (totaling $847,000) as set forth in the Budget which appears as an Exhibit under the Plan. The infusions of New Value will take the following forms: * First, a cash infusion of $70,000 by Elshan and Babak in the amount of $10,000 per month beginning December 2024 and continuing through May 2025. * Second, a cash infusion by Elshan and Babak in the initial amount of $695 per month and increasing over the term of the Plan to $900 per month. This item represents a management fee of 5% based upon rents collected by the Debtor. The total amount over the term of the Plan for this item is $46,315. * Third, a cash infusion by Elshan and Babak in the initial amount of $1,536 per month and increasing over the term of the Plan to $1,700 per month. This item represents proceeds earned by Peetstafford LLC as a result of the operation by Peetsfafford of a food truck. The total amount over the term of the Plan for this item is $93,024. The monthly rents paid for the use of the food truck is not to be considered as a part of any New Value contribution. * Fourth, a cash infusion by Elshan and Babak in the initial amount of $1,500 per month and increasing over the term of the Plan to $2,500 per month. This item represents proceeds earned by Bayramov Food Ventures as a result of the operation by Bayramov Food Ventures of a food truck upon the Debtor's premises. The total amount over the term of the Plan for this item is $107,400. The monthly rents paid by Bayramov Food Ventures for the use of the parking space is not to be considered as a part of any New Value contribution. These four installment payments will occur in June 2025, March 2026, November 2028, and March 2029. A full-text copy of the Amended Disclosure Statement dated June 4, 2024 is available at https://urlcurt.com/u?l=FHxPoP from PacerMonitor.com at no charge. Counsel for the Debtor: John P. Forest, II, Esq. 11350 Random Hills Rd., Suite 700 Fairfax, VA 22030 Telephone: (703) 691-4940 Email: john@forestlawfirm.com About Flexacar LLC Flexacar LLC, r is a limited liability company which owns a 4.2 acre improved tract of land in Stafford County, Virginia with current street addresses of 3845 Richmond Highway, Stafford, Virginia (the "Property"). The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Va. Case No. 23-11984) on December 6, 2023. At the time of filing, the Debtor estimated $500,001 to $1 million in both assets and liabilities. Judge Klinette H Kindred presides over the case. The Debtor hires John P. Forest, II, Esq. as counsel. FMC TECHNOLOGIES: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 23, 2024, maintained its 'BB' local currency senior unsecured ratings on debt issued by FMC Technologies, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Houston, Texas, FMC Technologies, Inc. provides oilfield services and equipment. FOOT LOCKER: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ------------------------------------------------------------- Egan-Jones Ratings Company, on May 21, 2024, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Foot Locker, Inc. to BB+ from BBB-. Headquartered in New York, Foot Locker, Inc. retails footwear. The Company offers athletics footwear, apparel, and equipment for men, women, and kids. GALAXY NEXT: Committee Taps Jones & Walden LLC as Legal Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Galaxy Next Generation, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden LLC as its counsel. The firm will render these services: (a) provide the Committee with legal advice concerning its statutory powers and duties in connection with Debtor's Chapter 11 case; (b) assist the Committee in investigation of the acts, conduct, assets, liabilities, and financial condition and affairs of the Debtor and the operation of the Debtor's businesses; (c) participate in the formulation of a plan and analysis of proposals by the Debtor or others in connection with formulation or proposal of a plan; (d) advise and analyze any proposed disposition of assets of the Debtor outside of a plan; and (e) perform such other legal services as may be required and in the interest of the unsecured creditors of the estate. The firm has stated present fee rates of $300 to $475 per hour for attorneys and $150 to $200 per hour for paralegals. Cameron McCord, Esq., a partner at Jones & Walden LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Cameron M. McCord JONES & WALDEN LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: cmccord@joneswalden.com About Galaxy Next Generation, Inc. Galaxy Next manufactures and distributes interactive learning technologies and enhanced audio solutions within commercial and educational markets. Galaxy Next Generation, Inc. in Toccoa, GA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 24-20552) on May 9, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Magen McGahee as CFO, signed the petition. SCROGGINS & WILLIAMSON, P.C. serve as the Debtor's legal counsel. GEN DIGITAL: S&P Assigns 'BB' Rating on Repriced Term Loan B ------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating to U.S.-based consumer cybersecurity software provider Gen Digital Inc.'s repriced term loan B. S&P also assigned its '3' recovery rating, reflecting its expectation for meaningful recovery in the event of default. This transaction is leverage neutral, and will moderately reduce the firm's interest expense, supporting greater free cash flow generation. All other ratings on Gen Digital and its outstanding debt are unchanged. S&P's rating and outlook on Gen Digital are based on its expectation that cost savings, organic growth, and debt repayment will likely reduce its trailing-12-month S&P Global Ratings-adjusted debt to EBITDA below our 4x downgrade threshold in the next 12 months, with further deleveraging in subsequent years as it pursues its 3x net leverage target. GEORGINA FALU: Amends Unsecureds & Velocity Secured Claims Pay -------------------------------------------------------------- Georgina Falu Co, LLC, submitted a Second Amended Disclosure Statement describing Second Amended Plan of Reorganization. The Debtor is the owner of the real property commonly known as 329 East 118th Street, New York, New York 10035, identified under Block 1795, Lot 16, in the Borough of Manhattan (the "Property"). The Property contains 4 residential apartments, which the Debtor leases in exchange for rent. As of the drafting of this Disclosure Statement, 2 of the tenants are not paying their rent and have not paid any rent since before the Filing Date. The Debtor's goals are twofold. First, to sell the Property and pay all Allowed Claims secured against the Property in full from the sale proceeds. And second, to make a distribution to unsecured creditors of any remaining net sale proceeds or income of the Debtor. The U.S. Small Business Administration (the "SBA") also has a secured claim against the Debtor's estate. The Debtor's Plan provides replacement liens for the SBA and requires the Debtor to continue to pay that claim according to its terms. To the extent the Debtor owes any arrears to the SBA, those arrears will be paid upon the Effective Date of the Plan. The NYC Tax Liens and Water Board Liens will be paid at closing along with statutory interest. The Debtor asserted that Velocity has overstated its claim. Subsequent to 2019 and before the Filing Date, pursuant to a Repayment Agreement the Debtor remitted funds in excess of $100,000.00 to a suspense account after Velocity's loan had been accelerated, which the Debtor asserts acted to de-accelerate the loan among other errors in the computation of the amount alleged due under Velocity's claim. As a result, the Debtor asserts that Velocity no longer had the right to charge default interest. and that Velocity's claim was overstated in the amount of at least $127,377.04, representing all of the accrued default interest after the acceptance of the initial $70,000.00 payment post-acceleration from the proceeds of the SBA loan. The Debtor will object to Velocity's claim prior to the Confirmation Hearing and move to limit Velocity's right to credit bid only the undisputed amount of its claim. Velocity disputes the Debtor's allegations concerning the amount of its claim and asserts that it can credit bid the full amount of its claim. The Plan shall be funded by the sale of the Property and the net proceeds from the sale of the Property. and payment by the Debtor of all creditors in full if there are sufficient proceeds from the Sale and a distribution to Allowed General Unsecured Creditors over 3 years postconfirmation of $10,000.00 per year if Velocity has an Allowed Class 5 deficiency Claim. Class 1 consists of the Secured Claim of Velocity. This Class is impaired. Velocity's Allowed Secured Claim, and any Allowed Administrative Claim, shall be paid in full at the later of either: (i) the closing of the sale of the Property; or (ii) upon the entry of a final order allowing its Claim, in full settlement, satisfaction, and release of Velocity's Allowed Secured Claim and any accompanying lien(s). Velocity shall have the right to credit bid all or part of its undisputed Allowed Claim at the Debtor's sale. If needed, the Debtor will file a motion to limit Velocity's right to credit bid pursuant to Section 363(k) of the Bankruptcy Code. To the extent the Net Proceeds of the sale of the Debtor's Property are insufficient to pay the entire amount of Velocity's Allowed Claim, Velocity shall have an Allowed Unsecured Claim which shall be paid pursuant to Class 5. Class 5 consists of General Unsecured Claims. The amount of claim in this Class total $5,141.94 plus any deficiency claim of Velocity's after payment of its Allowed Secured Claim. In full satisfaction, settlement, release and discharge of such Claims, Class 5 Claimants shall receive up to a 100%)distribution from the net proceeds of the sale of the Property to be paid within 30 days after the Effective Date if there is no Allowed Deficiency Claim of Velocity. In the event there is an Allowed Unsecured Claim of Velocity, Allowed Unsecured Claims shall receive a pro rata distribution from the Debtor in the amount of $10,000.00 per annum over 3 years from the Effective Date of the Plan. Class 5 Claimants are impaired. The Plan shall be funded by the sale of the Property, the net proceeds from the sale of the Property, and any cash on hand with the Debtor, if necessary, together with future income to fund the payments due pursuant to the Plan. A full-text copy of the Second Amended Disclosure Statement dated June 4, 2024 is available at https://urlcurt.com/u?l=Muod4R from PacerMonitor.com at no charge. Counsel to the Debtor: Avrum J. Rosen, Esq. Alex E. Tsionis, Esq. Law Offices of Avrum J. Rosen, PLLC 38 New Street Huntington, NY 11743 Tel: (631) 423-8527 About Georgina Falu Co Georgina Falu Co, LLC, in New York, NY, filed its voluntary, petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11004) on June 27, 2023, listing $2,430,026 in assets and $1,497,164 in liabilities. Georgina Falu as CEO, signed the petition. Judge Michael E. Wiles oversees the case. THE LAW OFFICES OF CHARLES A. HIGGS serves as the Debtor's legal counsel. GREATER SHEPHERD: Hires Hester Baker Krebs LLC as Attorney ---------------------------------------------------------- Greater Shepherd Missionary Baptist Church seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Hester Baker Krebs LLC as attorney. The firm will provide these services: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession and management of its property; b. take necessary action to avoid the attachment of any lien against the Debtor's property threatened by secured creditors holding liens; c. prepare on behalf of the Debtor as debtor-in-possession necessary petitions, answers, orders, reports, and other legal papers; and d. perform all other legal services for the Debtor as debtor-in-possession which may be necessary herein, inclusive of the preparation of petitions and orders respecting the sale or release of equipment not found to be necessary in the management of its property, to file petitions and orders for the borrowing of funds; and it is necessary for the Debtor as debtor-in-possession to employ counsel for such professional services. Hester Baker Krebs LLC will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm will be paid a retainer in the amount of $6,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David R. Krebs Hester, a partner at Baker Krebs LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David R. Krebs Hester, Esq. Baker Krebs LLC One Indiana Square, Suite 1330 Indianapolis, IN 46204 Tel: (317) 833-3030 Fax: (317) 833-3031 Email: dkrebs@hbkfirm.com About Greater Shepherd Missionary Baptist Church Greater Shepherd Missionary Baptist Church, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ind. Case No. 24-02850) on May 31, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by HESTER BAKER KREBS LLC. HEATHERWOOD CONDOMINIUM: Taps Winter Capriola as Special Counsel ---------------------------------------------------------------- Heatherwood Condominium Association, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District for Georgia to hire Winter Capriola Zenner, LLC as special counsel. The firm will represent the Debtor to matters pertaining to the Debtor's assessment collection, covenant enforcement, zoning disputes, relations with vendors, condemnation actions, preparation and interpretation of governing documents, general litigation, and related legal counseling. The firm received a retainer in the amount of $1,200. Michael J. Zenner, Esq., a partner of Winter Capriola Zenner, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael J. Zenner, Esq. Winter Capriola Zenner, LLC 3490 Piedmont Rd NE # 800 Atlanta, GA 30305 Phone: (404) 844-5700 Email: mzenner@wczlaw.com About Heatherwood Condominium Association Heatherwood Condominium Association, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-52840) on March 19, 2024, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Lisa Ritchey Craig oversees the case. Benjamin R Keck, Esq. at Keck Legal, LLC represents the Debtor as counsel. HELLO NOSTRAND: Hires H.S.C. Management Corp. as Managing Agent --------------------------------------------------------------- Hello Nostrand LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ H.S.C. Management Corp. as managing agent. The firm will provide these services: a. provide the Debtor with on-site personnel to properly maintain and operate the Building; b. maintain and repair the Building through its employees and third-party contractors subject to a budget included as an Exhibit to the Management Agreement, with all repairs costing over $2,500 requiring prior approval of the Debtor pursuant to the terms of its cash collateral agreement with the Senior Lender; c. collect all rents, maintain financial records and report regularly to the Debtor so that monthly operating reports can be prepared and filed with the Court; and d. handle routine tenant complaints, process lease renewals and cooperate with the Debtor on all legal actions required to be taken with regard to the tenants and their leases. The firm will be paid at a management fee equal to 3.5 percent of the gross receipts payable on a monthly basis, with a minimum monthly fee of $6,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Josh Koppel, a president at H.S.C. Management Corp., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Josh Koppel H.S.C. Management Corp., 102 Gramatan Avenue Mt. Vernon, NY 10550 Tel: (914) 237-1600 About Hello Nostrand Hello Nostrand, LLC is the owner of a residential apartment building located at 1580 Nostrand Avenue, Brooklyn, N.Y. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y Case No. 24-22192) on March 8, 2024, with $50 million to $100 million in both assets and liabilities. Lee Buchwald, restructuring officer, signed the petition. Judge Sean H. Lane presides over the case. Kevin Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP, is the Debtor's legal counsel. HERTZ CORP: Moody's Affirms B2 CFR & Rates New 1st Lien Notes Ba3 ----------------------------------------------------------------- Moody's Ratings affirmed the ratings of The Hertz Corporation, including the B2 corporate family rating, the B2-PD probability of default rating, the Ba3 ratings on the senior secured revolving credit facility, the senior secured term loan B and the senior secured term loan C, and the Caa1 rating on the senior unsecured notes. Moody's also assigned a Ba3 rating to the new $500 million senior secured first-lien notes due 2029, as well as a B3 rating to the new $250 million senior secured second-lien exchangeable notes due 2029 that Hertz proposes to issue. Hertz intends to use the proceeds from these offerings to repay outstanding borrowings under the first-lien senior secured revolving credit facility. The outlook remains negative. The speculative grade liquidity rating remains SGL-3. The affirmation of the ratings reflects Moody's expectation that Hertz will be able to contend with the challenges that currently weigh on the company's earnings, such that the pre-tax income margin will gradually return to more than 2.5%. Moody's believes that vehicle depreciation will moderate as Hertz rotates its fleet of vehicles in the next 18 months. Further, Moody's expects Hertz will improve the performance of its fleet of electric vehicles through better utilization, higher rental rates and lower collision and damage expense as the company disposes of 30,000 electric vehicles to better align the size of the fleet with demand. Moody's also believes that Hertz will realize substantial benefits from the comprehensive cost reduction initiatives that the company is undertaking. RATINGS RATIONALE The B2 corporate family rating reflects Hertz' position as one of three leading players in the North American car rental sector. Despite its oligopolistic nature, the sector is highly competitive and has been prone to price pressure in the event of imbalances between industry fleet levels and customer demand, most recently in the last two quarters. Hertz is also heavily reliant on capital markets to fund annual fleet purchases. The car rental sector continues to normalize from the very favorable conditions in 2022 resulting in lower revenue per day, higher depreciation on more costly vehicles, abating capital gains on the sale of used vehicles and much higher interest expense. Additional challenges that Hertz has to contend with are a fleet of electric vehicles in excess of rental demand, lower residual values on electric vehicles as well as elevated costs, including high collision and damage expense. Notwithstanding management's heightened focus on addressing these issues, Moody's expects Hertz' pre-tax income margin to be negative in 2024 before turning positive in 2025. Debt/EBITDA, calculated including vehicle debt, will exceed 5 times in 2024 before moderating to less than 5 times in 2025, Moody's estimates. The negative outlook reflects the very weak earnings ensuing from these challenges and Moody's expectation that the improvement in earnings will be very protracted, leaving little cushion for missteps in the execution of the earnings enhancing measures, nor for Hertz to deal with any additional challenges. Moody's expects liquidity to remain adequate (SGL-3). The repayment of outstanding borrowings under the revolving credit facility with the proceeds from the new notes will help improve availability under the revolver considerably. The aggregate balance of unrestricted cash and availability under the revolving credit facility was $1.3 billion as of March 31. But based on seasonal funding needs in prior years, Moody's believes Hertz may have drawn an additional amount from the revolving credit facility in the second quarter as it expands the vehicle fleet for the summer. Hertz had $2.7 billion of remaining borrowing capacity to fund new vehicles as of March 31. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with evidence that Hertz is executing its strategy successfully, including a disciplined approach to fleet size, maintaining fleet utilization above 75 percent and a sustained improvement in financial performance. Metrics that would reflect this improvement include pre-tax income as a percent of sales of at least 5%; EBITA/average assets of more than 5%; and debt/EBITDA of less than 4.5 times. Good liquidity that comfortably covers seasonal fleet expansion is also important for an upgrade. The ratings could be downgraded if Hertz is unable to demonstrate clear progress in improving its earnings through a reduction in its fleet of electric vehicles, cost and revenue enhancing initiatives and lower depreciation expense from fleet rotation. The ratings could also be downgraded if the year-on-year decline in rental rates does not abate, or if there is a steep drop in used vehicle prices that requires Hertz to increase collateral under its vehicle financing programs. Metrics that would contribute to a rating downgrade include a pre-tax income as a percent of sales that does not gradually return to 2.5% or more, or debt/EBITDA sustained above 5.5 times. The ratings could also be downgraded if evidence emerges that Hertz' pursues policies that favor the interest of its controlling shareholders. The principal methodology used in these ratings was Equipment and Transportation Rental published in February 2022. The Hertz Corporation is one of the world's leading car rental companies, operating under the Hertz, Dollar and Thrifty brands. Revenue was $9.4 billion in the last twelve months ended March 31, 2024. HERTZ GLOBAL: S&P Downgrades ICR to 'B' on Weaker Credit Metrics ---------------------------------------------------------------- S&P Global Ratings lowered its issuer rating to 'B' from 'B+' on Hertz Global Holdings Inc. S&P also lowered the issue-level rating on the existing senior secured credit facilities of its major operating subsidiary, The Hertz Corp., to 'BB-' from 'BB' and on the senior unsecured notes to 'B-' from 'B'. S&P said, "Additionally, we assigned our 'BB-' issue-level rating and '1' recovery rating to the proposed $500 million first-lien notes, which will be pari passu to the existing senior secured credit facilities, and our 'B-' issue-level rating and '5' recovery rating to the proposed $250 million second lien convertible notes. "The stable outlook reflects our view that the improved liquidity reduces downward ratings pressure in the near-term, as the company undertakes its fleet refresh plan, and for credit metrics to remain very weak in 2024 before improving somewhat in 2025." On June 20, 2024, Hertz Global announced its plans to issue $500 million of first-lien notes and $250 million of second-lien convertible notes to provide support to its liquidity position. While the proposed transactions improve Hertz's liquidity position as the company goes through its fleet renewal plans, the higher debt and interest expenses result in weaker credit metrics through 2025. S&P said, "The downgrade reflects our view that the proposed transactions support Hertz's liquidity but result in somewhat weaker credit metrics. S&P Global Ratings expects Hertz to use the total $750 million in proceeds from the proposed first-lien and convertible notes to pay down outstanding amounts against the company's revolving credit facility. The revolving credit facility had $450 million outstanding as of March 31, 2024 (and availability of $866 million), and and was further drawn on through the second quarter partly to finance fleet expansion for the summer travel season, resulting in outstanding of $1.1 billion as of May 31, 2024. Therefore, we believe the proposed issuances help improve Hertz's liquidity cushion and make it less vulnerable to the risk of having to sell assets to generate liquidity, or to higher volatility in used car prices in the second half of the year. "While this transaction helps improve the company's liquidity, we expect the additional debt and interest expenses from the issuances to drive weaker credit metrics through 2025. In our view, the additional liquidity raise is also likely indicative of somewhat higher net cash outflows in 2024 than previously expected as the company executes on its fleet renewal plans. The company also has additional upcoming vehicle and non-vehicle debt maturities that we expect will be refinanced at rates significantly higher than the current rates. Therefore, we now forecast EBIT interest coverage of well below 1x in 2024, improving somewhat but remaining below 1.1x in 2025. We also forecast funds from operations (FFO) to debt in the mid-teen percent area and debt to capital in the high-80% area through 2025. "We continue to expect car rental demand conditions to remain relatively steady, supported by strong travel demand. Global passenger travel demand appears poised to remain strong at least in the near term. However, we expect the pace of global air passenger traffic growth to slow as the recovery plateaus and capacity growth is constrained. That said, our global economic outlook remains resilient, and we forecast global GDP growth above 3% in both 2024 and 2025." Additionally, over the last few months, both Hertz and competitor Avis have been reducing their fleets as demand normalizes. In S&P's view, constrained industry fleet growth will likely support rental prices at or near current levels (which are well below the highs in 2021-2022 but still above pre-pandemic levels). S&P said, "Our liquidity assessment is adequate. Over the next 12-18 months, as Hertz goes through its fleet refresh plan, we expect net capital expenditures to remain moderate, which, when combined with the proceeds from the proposed issuance, should support its liquidity position. In April 2024, the company also amended the covenants on its revolving credit facility to accommodate potentially weaker credit metrics through the first quarter of 2025. Nevertheless, we believe liquidity is constrained by Hertz's largely secured capital structure, which makes it vulnerable to sudden declines in vehicle prices and more broadly to the capital market conditions. "We expect the company will continue to execute on its fleet refresh plans, but the speed and success of execution also depends on used car prices. Over the next few quarters, the company plans to lower the cost and age of its vehicle fleet while selling down the older and more expensive assets that were added to the fleet during the period of supply-demand imbalance in 2021 and 2022. As a result, we expect the elevated depreciation and loss on asset sales to persist at least through the rest of 2024. We expect net outflows to remain relatively high in the second quarter of the year as Hertz expands its fleet in preparation for the summer travel season before falling somewhat in the second half of the year as the company sells down some of its older vehicle fleet to generate proceeds. Nevertheless, the amount of proceeds and speed of execution also depends on used vehicle prices over the next few quarters. "The stable outlook reflects our view that the improved liquidity reduces downward ratings pressure in the near term, as the company undertakes its fleet refresh plan, and for credit metrics to remain very weak in 2024 before improving somewhat in 2025." S&P could lower its rating on Hertz in the next year if: -- Weak operating performance, increased competition, or continued decline in used car prices result in EBIT interest coverage remaining well below 1x while its debt to capital increases to more than 90%; -- The company's liquidity position becomes constrained; or -- The company pursues a transaction that S&P views as equivalent to a default. S&P could raise its rating on Hertz if it expects EBIT interest coverage to improve well above 1.1x and debt to capital to remain below 90% while the company maintains sufficient liquidity to operate its business. HIBBLER HOLDINGS: Hires Harris Shelton Hanover Walsh as Counsel --------------------------------------------------------------- Hibbler Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to hire Harris Shelton Hanover Walsh, PLLC as its counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties as Debtor-in-Possession in the management of its property; b. assisting the Debtor in the preparation of its statement of financial affairs, schedules, statement of executory contracts and unexpired leases, and any papers or pleadings, or any amendments thereto that the Debtor is required to file in this case; c. representing the Debtor in any proceeding that is instituted to reclaim property or obtain relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or that seeks the turnover or recovery of property; d. providing assistance, advice and representation concerning the formulation, negotiation and confirmation of a Plan of Reorganization, and accompanying ancillary documents; e. providing assistance, advice and representation concerning any investigation of the assets, liabilities and financial condition of the Debtor that may be required; f. representing Debtor at hearings or matters pertaining to affairs as Debtor-In-Possession; g. prosecuting and defending litigation matters and such other matters that might arise during and related to this Chapter 11 case; h. providing counseling and representation with respect to the assumption or rejection of executory contracts and leases and other bankruptcy-related matters arising from this case other than as set forth below; i. representing the Debtor in matters that may arise in connection with its business operations, its financial and legal affairs, its dealings with creditors and other parties-in-interest and any other matters, which may arise during the bankruptcy case; j. rendering advice with respect to the myriad of general corporate and litigation issues relating to this case; and k. performing such other legal services as may be necessary and appropriate for the efficient and economical administration of these Chapter 11 cases. The firm will be paid at these rates: Steven N. Douglass $450 per hour Other Senior Members $400 per hour Junior Members $325 per hour Associates $175 per hour Paraprofessionals $75 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steve Douglass, Esq., a partner at Harris Shelton Hanover Walsh, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven N. Douglass, Esq. Harris Shelton Hanover Walsh, PLLC 40 S. Main Street, Suite 2210 Memphis, TN 38103-2555 Phone: (901) 525-1455 Email: snd@harrisshelton.com About Hibbler Holdings Hibbler Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 24-23305) on May 15, 2024, with $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. Judge Denise E. Barnett presides over the case. Steven N. Douglass, Esq., at Harris Shelton Hanover & Walsh, PLLC represents the Debtor as legal counsel. HIGHLAND PROPERTY: Seeks to Hire Berkshire Hathaway as Realtor -------------------------------------------------------------- Highland Property, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of California to hire Carol K. Anden of Berkshire Hathaway HomeServices The Preferred Realty as its realtor. The firm will assist the estate in the sale of 14.6 acres of land, Parcel ID: 520-010-00-00-0015-01, located on Washington Road, Washington PA, 15301. Ms. Anden will receive a commission of the greater of $3,500 or 5 percent of the sale price of the property. As disclosed in the court filings, Ms. Anden of Berkshire Hathaway HomeServices The Preferred Realty is a "disinterested" person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Carol K. Anden Berkshire Hathaway HomeServices The Preferred Realty 9840 Old Perry Hwy Wexford, PA 15090 Phone: (800) 715-3695 About Highland Property Highland Property, LLC, filed a voluntary petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 23-22032) on Sept. 26, 2023, listing $1,000,001 to $10 million in both assets and liabilities. Judge Carlota M Bohm oversees the case. Donald R. Calaiaro, Esq. at CALAIARO VALENCIK, serves as the Debtor's legal counsel. HISTORIC TIMBER: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: Historic Timber and Plank, Inc. 28066 Van Horne Lane Jerseyville, IL 62052 Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Southern District of Illinois Case No.: 24-30423 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: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Adams as president. A copy of the Debtor's list of 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WSA2ICY/Historic_Timber_and_Plank_Inc__ilsbke-24-30423__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WJTWN3Y/Historic_Timber_and_Plank_Inc__ilsbke-24-30423__0001.0.pdf?mcid=tGE4TAMA HOT CRETE: Seeks to Hire Royston Rayzor Vickery as Special Counsel ------------------------------------------------------------------ Hot Crete LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Royston, Rayzor, Vickery & Williams, LLP as its special counsel. The firm will continue to represent the Debtor and its Estate in Defense of state court lawsuits and insurance claims. Keith Uhles, Esq., a partner at Royston, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm can be reached through: Keith N. Uhles, Esq. Royston, Rayzor, Vickery & Williams, LLP 55 Cove Circle Brownsville, TX 78521 Tel: (956) 542-4377 Fax: (956) 542-4370 Email: keith.uhles@roystonlaw.com About Hot Crete LLC Hot Crete LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10303) on March 22, 2024, listing $1,000,001 to $10 million in both assets and liabilities. The petition was signed by Edgar Castro as president. Todd Brice Headden, Esq. at Hayward PLLC represents the Debtor as counsel. IMERI ENTERPRISES: Hires Baker & Associates as Legal Counsel ------------------------------------------------------------ Imeri Enterprises Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Baker & Associates as counsel. The firm's services include: (a) analyze the financial situation, and render advice and assistance to the Debtor; (b) advise the Debtor with respect to its duties; (c) prepare and file all appropriate legal papers; (d) represent the Debtor at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; (e) represent the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where its rights may be litigated or otherwise affected; (f) prepare and file a Disclosure Statement (if required) and Chapter 11 Plan of Reorganization; and (g) assist the Debtor in any matters relating to or arising out of the captioned case. The firm received a retainer in the amount of $17,000. Baker applied $1,738 of such amount for filing fees and other amounts for pre-petition fees and expenses. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Reese Baker, Esq., a partner at Baker & Associates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane Ste. 300 Houston, TX 77024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 About Imeri Enterprises Inc. Imeri Enterprises, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-32106) on May 6, 2024, with $1 million to $10 million in both assets and liabilities. Isen Imeri, president, signed the petition. Judge Eduardo V. Rodriguez presides over the case. Reese Baker, Esq., at Baker & Associates represents the Debtor as legal counsel. INTERGALACTIC THERAPEUTICS: Files Amendment to Disclosure Statement ------------------------------------------------------------------- Intergalactic Therapeutics Inc., f/k/a IGTX, LLC submitted a First Amended Disclosure Statement with respect to First Amended Plan of Liquidation dated June 4, 2024. The Plan is a liquidating plan that utilizes the proceeds of the Sale to fund payments to the holders of Allowed Claims in the order of priority established under the Bankruptcy Code. The primary source of funds to implement the wind down of the Estate and to make distributions to creditors will be $3,625,000 of Cash realized from the sale of substantially all of the Debtor's assets to Aldevron, LLC, excluding additional consideration from the Sale that was used to satisfy the postpetition debtor-in-possession loan facility. After payment and reserve for payment of Administrative Expense Claims, Secured Claims, Priority and Priority Tax Claims and Plan Administration Expenses, the Debtor currently projects that holders of Allowed General Unsecured Claims shall receive a distribution of approximately 15% of their Allowed Claims. The Debtor has not completed its review of the Claims to determine whether the Claims, or any portion thereof, should be disallowed. The actual dividend may vary based on the final review and allowance of the Claims. The Debtor filed this Bankruptcy Case with the goal of maximizing the value of its assets and expediting the distribution of the proceeds of those Assets to creditors. As a result of the competitive auction, the Debtor has generated proceeds sufficient to pay the DIP loan in full, approximately $660,600, and approximately $3,625,000 in Cash. The Debtor believes that the Plan will provide an equal or greater to recovery to creditors, on a more expedited time frame, than if the Bankruptcy Case were converted to one under Chapter 7. Apart from the fees due to the United States Trustee and the Professional Fee Claims, any entity holding a Claim that arose on or after the petition date but prior to the effective date and who has not received payment for such Claim from the Debtor, must, to preserve such Claim and the holder's entitlement to receive a payment on account of such Claim, file a request for payment of such Claim with the Bankruptcy Court by the date set forth in the Disclosure Statement Order. Through May 30, 2024, Professionals have received interim compensation as follows: (i) Murphy & King, P.C. $148,934.87; (ii) Morgan Lewis & Bockius, LLP $78,949.33: (iii) Verdolino & Lowey, P.C. $0; and (iV0 Cassel Salpeter $150,000.00. Like in the prior iteration of the Plan, each holder of an Allowed General Unsecured Claim be paid in Cash as soon as practicable after the later of the Effective Date or entry of an order of the Bankruptcy Court allowing such Claim a Pro Rata share of the proceeds of Assets after payment or reserve for payment of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Claims in Classes 1, 2, 3, and Plan Administration Expenses. Confirmation of the Plan shall constitute authorization for the Debtor to effectuate the Plan and to enter into all documents, instruments, and agreements reasonably necessary to effectuate the terms of the Plan. The Debtor shall remain in existence as the Reorganized Debtor until dissolved pursuant to the Plan. Confirmation of the Plan and the occurrence of the Effective Date shall constitute authorization for the Reorganized Debtor, without further order of the Bankruptcy Court, to sell, lease, exchange, transfer, convey or otherwise dispose of any Assets free and clear of all liens, claims and interests. A full-text copy of the First Amended Disclosure Statement dated June 4, 2024 is available at https://urlcurt.com/u?l=Ynog5h from PacerMonitor.com at no charge. Counsel to the Debtor: Harold B. Murphy, Esq. Murphy & King, Professional Corporation One Beacon Street 21st Floor Boston, MA 02108 Tel: (617) 226-3414 Fax: (617) 305-0614 Email: hmurphy@murphyking.com About Intergalactic Therapeutics Intergalactic Therapeutics Inc. -- https://www.intergalactic tx.com -- is a company specializing in developing non-viral gene therapies. Based in Cambridge, Mass., the company uses synthetic biology and engineered gene circuits to make covalently closed and circular DNA molecules designed to provide a potentially safer and more effective solution for patients. Intergalactic filed a Chapter 11 petition (Bankr. D. Mass. Case No. 23-41067) on Dec. 19, 2023, with assets between $100,000 and $500,000 and liabilities between $10 million and $50 million. Charles Allen, president, signed the petition. Judge Elizabeth D. Katz oversees the case. The Debtor tapped Murphy & King, Professional Corporation as bankruptcy counsel; Morgan Lewis & Bockius, LLP as special patent counsel; Verdolino & Lowey, P.C. as financial advisor; and Cassel Salpeter & Co., LLC as investment banker. ISUN INC: Seeks to Hire England Securities as Investment Banker --------------------------------------------------------------- iSun, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for District of Delaware to hire employ England Securities, LLC, as financial advisor and investment banker. The firm will render these services: a. familiarize itself with business, operations, assets, financial condition and prospects of the Debtor; b. evaluate the Debtor's debt capacity in light of its projected cash flows and assist in the determination of an appropriate capital structure for the Debtor; c. advise the Debtor in analyzing its strategic alternatives and structuring and reflecting the financial aspects of any Transaction; d. design the appropriate process to effect and initiate any Transaction, including an analysis of the various alternatives and, if appropriate, the lenders and investors to be contacted for the Transaction; e. prepare any appropriate financial models, financial analysis, or marketing materials necessary to initiate and effect any Transaction including those to be provided to Counterparties in conjunction with any Transaction; f. as appropriate, solicit interest from Counterparties in any Transaction; g. assist the Debtor and its other professionals in reviewing and evaluating the terms of any proposed Transaction and, if directed, negotiating the terms thereof; h. advise the Debtor on the risks and benefits of considering a transaction with respect to the Debtor's intermediate and long-term business prospects and strategic alternatives to maximize the business enterprise value of the Debtor; i. determine a range of values for the Debtor and any securities that the Debtor offers or proposes to offer in connection with a Transaction; j. assist or participate in negotiations with parties in interest, including any current or prospective creditors of, holders of equity in, or claimants against the Debtor and/or their respective representative in connection with a Transaction; k. advise the Debtor with respect to, and attend, meetings of the Debtor's Board of Directors (or equivalent body) and its committees, creditor groups, official constituencies, and other interested parties, as necessary; and l. as appropriate, provide relevant testimony with respect to any transaction. The firm will receive compensation as follows: -- Commencing as of the date hereof, whether or not a Transaction is proposed or consummated, an advisory fee (Monthly Advisory Fee) of $50,000 for the first month and $25,000 per month thereafter during the term hereof. The initial Monthly Advisory Fee shall be earned, due and payable upon the execution of this Agreement by the Company. Thereafter, a Monthly Advisory Fee shall be earned due and payable on each monthly anniversary of the date of this Agreement. -- A fee (Completion Fee) of $300,000, payable upon the earlier of: (a) the completion of any Restructuring including, without limitation, the confirmation and effectiveness of a Plan or (b) the closing of any Restructuring or Sale transaction. Notwithstanding the foregoing, if any Restructuring is to be completed through a "pre-packaged" or "pre-arranged" Plan, the Completion Fee shall be earned and shall be payable upon the earlier of (x) execution of definitive agreements with respect to such Plan or (y) delivery of binding consents to such Plan by a sufficient number of creditors to bind the creditors to the Plan; provided, that in the event that England is paid a fee in connection with a "pre-packaged" or "pre-arranged" Plan and such Plan is not consummated, England shall return such fee to the Company; and, provided, further, that such fee shall be payable in all events prior to the commencement of any bankruptcy proceeding relating thereto. -- In the event that the Company pursues a Financing, a fee (Financing Fee) to be paid either as underwriting discounts, placement fees or other compensation upon the closing of any Financing equal to the greater of (i) $750,000 (Minimum Financing Fee) and (ii) the sum of: a. 2.0 percent of the gross amount of funded or committed indebtedness that is secured by a first lien; plus b. 3.0 percent of the gross amount of funded or committed indebtedness that: (i) is secured by a second or more junior lien, (ii) is unsecured and/or (iii) is subordinated; plus c. 6.0 percent of the gross amount of any funded or committed preferred or common equity, convertible or otherwise equity-linked securities or obligations. d. In the event of "debtor-in-possession" ("DIP") financing, England shall be paid a Financing Fee equal to (i) $25,000 if the lender is Clean Royalties, LLC (or an affiliate thereof) or some other party (the "Pre-petition StalkingHorse Bidder") that executes an asset purchase agreement with the Company to acquire iSun's assets (the "Stalking-Horse Bid") concurrent with the Company's initial Chapter 11 filing, or (ii) $100,000 if the lender is a party other than the Pre-petition Stalking-Horse Bidder; in either case, no Minimum Financing Fee will be due upon such DIP loan Financing. No Financing Fee for a DIP Financing will be earned or payable to England unless the Company requests in writing England's assistance to secure and/or negotiate such DIP loan. -- In the event that the Company pursues a Sale, a fee (Sale Fee) to be paid upon the closing of any Sale equal to the greater of: (a) $300,000 and (b) 5.0 percent of Transaction Value, provided, however, if the initial Stalking-Horse Bid is the Sale transaction that is consummated, the Sale Fee shall be $300,000. -- During the term of this Agreement, England may provide Services to the Company relating to multiple Transactions (occurring either simultaneously or at separate times) and, as each Transaction closes, earn multiple success fees (i.e., Sale Fee and/or Financing Fee). Any Completion Fee previously paid may be offset only against one, and not against multiple, success fees. England acknowledges that, if the Company has filed Chapter 11, certain Monthly Advisory Fees, Financing Fees, Sale Fees, or the Completion Fee may be subject to Bankruptcy Court approval. -- England shall credit the 100 percent of the Completion Fee earned and paid to England against the Sale Fee(s); provided, that in no case shall the Completion Fee be less than zero. Richard NeJame, managing director of England Securities, assured the court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard F. NeJame England Securities, LLC 1270 Avenue of the Americas, 12th Floor New York, NY 10020 Tel: (212) 235-0852 Email: rfnejame@englandco.com About iSun Inc iSun, Inc. (d/b/a iSun) is a provider of solar energy services and infrastructure. The Debtor's services include solar, storage and electric vehicle infrastructure, design, development and professional services, engineering, procurement, installation, O&M and storage. iSun, Inc. and 11 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11144) on June 3, 2024. In the petition signed by Jeff Peck as president and CEO, iSun, Inc. disclosed $0 to $50,000 in assets and liabilities. Judge Thomas M. Horan oversees the cases. Gellert Seitz Busenkell & Brown LLC represents the Debtors as general reorganization counsel. England & Debtor represents the Debtors as investment banker and advisor. EPIQ Corporate Restructuring LLC serves as the Debtors' claims and noticing agent. ISUN INC: Seeks to Hire Ordinary Course Professionals ----------------------------------------------------- iSun, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for District of Delaware to hire retain non-bankruptcy professionals in the ordinary course of business. The Debtor needs ordinary course professionals to perform services for matters unrelated to this Chapter 11 case. The Debtor seeks to pay OCPs 100 percent of the fees and expenses incurred. The Debtor does not believe that any of the ordinary course professionals have an interest materially adverse to it, its estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCP's include: Merritt & Merritt -- Corporate Legal Counsel Marcum External -- Auditor Dinse ERISA -- Attorneys Bilodeau Wells & Co., PC -- Tax Accounting GFC -- 401k Auditor Continental -- Clearinghouse Caroline Incavo -- Financial Consulting Chedda Management, LLC -- Operational Consultant Shields & Co. -- Valuation Services Robinson & Cole LLP -- Legal Counsel-Projects About iSun Inc iSun, Inc. (d/b/a iSun) is a provider of solar energy services and infrastructure. The Company's services include solar, storage and electric vehicle infrastructure, design, development and professional services, engineering, procurement, installation, O&M and storage. iSun, Inc. and 11 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11144) on June 3, 2024. In the petition signed by Jeff Peck as president and CEO, iSun, Inc. disclosed $0 to $50,000 in assets and liabilities. Judge Thomas M. Horan oversees the cases. Gellert Seitz Busenkell & Brown LLC represents the Debtors as general reorganization counsel. England & Company represents the Debtors as investment banker and advisor. EPIQ Corporate Restructuring LLC serves as the Debtors' claims and noticing agent. ISUN INC: Taps Robert Vanderbeek of Novo Advisors LLC as CRO ------------------------------------------------------------ iSun, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for District of Delaware to hire employ Robert Vanderbeek of Novo Advisors, LLC as their chief restructuring officer. The firm's services include: a. performing typical duties of a CRO, working collaboratively with all parties-in-interest including but not limited to the Board, existing management and employees of the Debtors, advisors, secured creditors, unsecured creditors, administrative creditors and, members b. assessing Debtors' business, financial obligations, operational needs, assets, business plan, business strategy, and operating forecasts, and assessing go-forward options with respect to same; c. evaluating the Debtors' strategic and financial alternatives; d. advising the Debtors on developing, evaluating, structuring and negotiating the terms and conditions of a turnaround, restructuring, plan of reorganization, Debtor in Possession loans, or sale transaction; e. working with the Debtors and its professionals including its investment banker on a path to a sale of the business or its assets; f. communicating with the Debtors' stakeholders that may include, but are not limited to, the Debtor's vendors, customers, employees, lenders, creditor committees, along with Court officials, attorneys and other service providers, as required; g. monitoring the cash management processes, including the preparation of reports to manage any budget and associated financing; h. negotiate with creditors; i. fulfilling any reporting requirements of the Bankruptcy Court; and j. such other services as Debtors may reasonably request and Advisor may agree to perform, which may include, without limitation, advising the Debtors concerning obtaining additional financing and the implantation of a turnaround plan. Novo's standard hourly rates range between $350 to $900. The firm received a retainer in the amount of $50,000. Novo is a "disinterested person" as that term is defined by section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robert Vanderbeek Novo Advisors, LLC 401 N. Franklin St., Suite 4 East Chicago, IL 60654 Phone: (201) 220-9433 Email: RVanderbeek@novo-advisors.com About iSun Inc iSun, Inc. (d/b/a iSun) is a provider of solar energy services and infrastructure. The Company's services include solar, storage and electric vehicle infrastructure, design, development and professional services, engineering, procurement, installation, O&M and storage. iSun, Inc. and 11 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11144) on June 3, 2024. In the petition signed by Jeff Peck as president and CEO, iSun, Inc. disclosed $0 to $50,000 in assets and liabilities. Judge Thomas M. Horan oversees the cases. Gellert Seitz Busenkell & Brown LLC represents the Debtors as general reorganization counsel. England & Company represents the Debtors as investment banker and advisor. EPIQ Corporate Restructuring LLC serves as the Debtors' claims and noticing agent. JILL ACQUISITION: Moody's Ups CFR & Secured First Lien Debt to B1 ----------------------------------------------------------------- Moody's Ratings upgraded Jill Acquisition LLC's (J.Jill) corporate family rating to B1 from B2, probability of default rating to B1-PD from B2-PD, and backed senior secured first lien bank credit facility to B1 from B2. The speculative grade liquidity rating (SGL) of SGL-2 remains unchanged, and the outlook remains stable. The upgrades reflect governance considerations, specifically the company's expected roughly $27 million paydown of its term loan to $81 million, which will be funded with the equity issuance completed in June 2024. This follows the $58 million voluntary debt repayment in May 2024, and will bring Moody's-adjusted leverage to an estimated 1.4x and interest coverage to 4.6x. Moody's expect the company to maintain conservative financial strategies, with a low level of funded debt. RATINGS RATIONALE J.Jill's B1 CFR is supported by the company's low leverage and outperformance in the apparel retail sector over the past several years. The company has implemented strategies that have improved its operational execution, including a more focused product assortment, tighter inventory management, in-season markdowns and more efficient marketing, which has led to expanded operating margins. The company's credit profile is also supported by its good liquidity over the next 12-18 months, including balance sheet cash, positive projected free cash flow, access to a relatively small undrawn asset-based revolving credit facility, and ample projected covenant cushion under the term loan covenants. J.Jill's loyal customer base and recognized brand among its target demographic also supports its credit profile. At the same time, the rating is constrained by J.Jill's very high business risk as a relatively small brand in the intensely competitive and fashion-sensitive women's apparel sector. The company remains subject to discretionary consumer spending, a promotional apparel environment and inflationary pressures. While Moody's expect J.Jill to maintain low levels of debt, risk remains with respect to ownership by private equity sponsor Towerbrook, which retains just under 50% ownership following the recent sale of 1.3 million common shares. The stable outlook reflects Moody's expectations for its solid credit metrics to be maintained, supported by at least stable operating performance, and good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company materially increases its scale and diversification and maintains a commitment to operating the business with very low levels of debt, as well as significant cash levels relative to its funded debt, and very good liquidity. Consistent revenue performance and continued solid operating margins would also be required for an upgrade. Quantitatively, the ratings could be upgraded if Moody's-adjusted debt/EBITDA is sustained below 2x and EBITA/interest expense above 4x. The ratings could be downgraded if operating performance or liquidity deteriorates, including a decline in free cash flow generation. Quantitatively, debt/EBITDA sustained above 3x or EBITA/interest expense declining below 3x could result in a downgrade. Headquartered in Quincy, Massachusetts, Jill Acquisition LLC, a subsidiary of J.Jill, Inc., is a US retailer of women's apparel, footwear and accessories sold through its digital channels and over 200 retail stores. The company is publicly traded but has a significant equity position from TowerBrook Capital Partners. J.Jill generated revenues of about $617 million for the twelve months ended May 4, 2024. The principal methodology used in these ratings was Retail and Apparel published in November 2023. JULIAN'S RECIPE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Julian's Recipe, LLC 19 Schaefer Street Brooklyn, NY 11207 Business Description: The Debtor has two primary product platforms: (i) frozen specialty waffles and (ii) artisan baguettes. The Debtor sells these product lines, but largely has outsourced manufacturing to top European and domestic manufacturing facilities run by non-affiliate entities. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-42612 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Jonathan A. Grasso, Esq. YVS LAW, LLC 11825 West Market Place, Suite 200 Fulton, MD 20759 Tel: (443) 569-0758 Fax: (410) 571-2798 Email: jgrasso@yvslaw.com Total Assets as of March 31, 2024: $3,990,349 Total Liabilities as of March 31, 2024: $7,913,797 The petition was signed by Alexander Dzieduszycki 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/XKPP5GI/Julians_Recipe_LLC__nyebke-24-42612__0001.0.pdf?mcid=tGE4TAMA KIRBY CORP: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on May 29, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Kirby Corporation. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Kirby Corporation operates a fleet of inland tank barges. KYMERA INTERNATIONAL: Fitch Assigns B- LongTerm IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B-' to Kymera International, LLC (Kymera) and Alchemy US Holdco 1, LLC (Alchemy). Fitch has also assigned a 'B-'/'RR4' rating to Alchemy's new first lien term loan and delayed draw term loan, and 'BB-'/'RR1' to Alchemy's ABL facility. The Rating Outlook is Stable. The 'B-' IDR reflects the company's leading positions in niche end markets and stable margin profile. These factors are balanced by the company's acquisitive appetite and high proforma leverage which drives annual interest expense of approximately $80 million, ultimately limiting FCF generation. KEY RATING DRIVERS Acquisitive Appetite: Kymera has historically grown its business through acquisitions, which have primarily been debt-funded. This has helped to expand revenue and profitability, but also increases credit risk. The acquisition of silicon carbide producer, Fiven represents the 11th acquisition since 2018 completed under PE-sponsor Palladium Equity Partners. Fiven further diversifies Kymera's operations while providing exposure to higher growth end markets like electronics and semiconductors. Fitch assumes further acquisitions in the forecast period are of a bolt-on nature. Elevated Leverage: Proforma for the transaction, Fitch forecasts EBITDA leverage of around 8x at the end of 2024 and subsequently declining to around 6x in 2027 as profitability expands with the addition of Fiven. Kymera's pro forma capital structure will consist of a $125 million ABL facility, $725 million term loan, an undrawn $50 million DDTL, and approximately $356 million in class B preferred equity shares, which Fitch considers to be non-debt. With further small bolt-on acquisitions assumed in the forecast, Fitch believes the incentive to prepay a material amount of debt, outside of term-loan amortization, is low, and deleveraging will largely rely on growing EBITDA. Pressured FCF: Prospects for FCF generation are limited in the near-term as Kymera's acquisition strategy and integration spending results in an annual interest burden of around $80 million, which will keep FCF negative for the first half of the forecast period. Fitch expects capex spend and related negative FCF will begin to improve over the medium term as the company digests its most recent acquisitions, concludes much of its integration spending, and begins to realize the benefits of these investments. Strong Position in Niche Markets: With the addition of Fiven, Kymera now holds top market positions in products like silicon carbide, specialty master alloys, and other metal powders. Barriers to entry such as high startup costs and long certification requirements help to further insulate the business from additional competition. Leading production capacity for all major product lines often allows Kymera to work directly with customers to offer specialized solutions, leading to sticky relationships and recurring revenue. Stable and Expanding Margin Profile: Kymera's products are often mission-critical elements to a customer's end product represented by a small input cost. This allows Kymera to frequently pass-through many increases to input costs directly to the customer. As a result, Fitch-defined EBITDA margins have historically been very stable in the 10%-11% range despite the recent inflationary environment. Fitch also forecasts margins will expand to above 13% by 2027 as Fiven increases profitability with its more specialized solutions. Preferred Units Considered Non-Debt: For purposes of calculating leverage, Fitch considers Kymera's class B preferred equity units as non-debt at the rated entity, as analyzed under the 'Corporate Rating Criteria'. This treatment is supported by the instrument's PIK-for-life nature, structural subordination with effective ring-fencing, and a longer-dated effective maturity relative to Alchemy's senior credit facilities. Considering these factors, Fitch believes a default on the instrument would not increase the probability of default at Alchemy's debt. Parent-Subsidiary Linkage: Under its parent-subsidiary linkage criteria, Fitch has equalized the IDRs of Kymera International, LLC and its wholly-owned subsidiary, Alchemy US Holdco 1, LLC at 'B-'. The equalization reflects open legal ring-fencing and open access and control between the stronger subsidiary and Kymera International. DERIVATION SUMMARY Relative to its peers, Kymera's scale is similar to Vantage Specialty Chemicals, Inc. (B/Negative), but smaller than both ASP Unifrax Holdings, Inc. (B-/Negative) and SK Mohawk Holdings, SARL (SK Mohawk; CCC). The company's EBITDA margins compare favorably to SK Mohawk, but are below the levels of Vantage and ASP Unifrax as these peers offer a more specialized product. Pro forma for the transaction, Kymera's EBITDA leverage trends toward 6x in the forecast, which compares favorably to the peer set. KEY ASSUMPTIONS - Steadily increasing sales, driven by growth in aerospace and industrial end markets and acquisitions; - EBITDA margins expand towards 13%, supported by strong cost pass-through ability and new product offerings; - Capex remains elevated in 2024, before stepping down towards 2% of sales annually thereafter; - $15 million of bolt-on acquisitions yearly in 2025-2027, fully funded with DDTL proceeds; - 100% debt treatment of preferred equity units. RECOVERY ANALYSIS Key Recovery Rating Assumptions The recovery analysis assumes that Kymera would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim, that the $125 million ABL is 80% drawn. This is due to the likelihood the ABL borrowing base will gradually reduce in a distressed scenario from weaker operating performance. Fitch also assumes the $50 million delayed draw term loan is fully drawn at the time of default. Going-Concern Approach Fitch projects Kymera's GC EBITDA (GC EBITDA) of $87 million, which assumes a rebound from an assumed trough EBITDA of around $75 million, reflecting an improvement in the underlying economic conditions that would have likely precipitated the default, as well as corrective actions taken during restructuring. The GC EBITDA also includes $7 million of incremental profitability from assumed acquisitions at a 7x multiple related to the DDTL usage. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it bases the enterprise valuation. Specifically, the GC EBITDA depicts a sustained economic contraction in EMEA and North America, resulting in severe volume headwinds in both the Engineered Materials and Meta Ceramics segments, which leads to a material decline in EBITDA and cash generation. An enterprise value multiple of 6x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered historical bankruptcy case study exit multiples for peer companies. Fitch used a multiple of 6x to estimate a value for Kymera because of its strong position in niche markets balanced by slightly lower margins relative to public comps. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA leverage durably below 6.0x; - EBITDA interest coverage consistently above 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - No progress of EBITDA interest coverage trending toward 1.5x; - Consistently negative FCF; - A large debt-funded acquisition or dividend recapitalization where there is no clear path to deleveraging within 24 months. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Pro forma for the transaction, Kymera is expected to maintain an adequate liquidity position consisting of around 70% availability under the upsized and extended $125 million ABL, and an adequate cash position. The high interest burden will weigh on liquidity in the forecast, but this is somewhat offset by no material debt maturities other than required amortization through 2028. Fitch notes that Kymera is materially exposed to perceived elevated interest rates as its debt is largely floating rate. However, the company's liquidity would benefit from a more accommodative rate environment. ISSUER PROFILE Kymera International, LLC is a global specialty materials business, specializing in the production of metal and ceramic-based powders, additives, custom alloys, and coatings. DATE OF RELEVANT COMMITTEE 07 June 2024 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Alchemy US Holdco 1, LLC LT IDR B- New Rating senior secured LT BB- New Rating RR1 senior secured LT B- New Rating RR4 Kymera International, LLC LT IDR B- New Rating L.O.F. INC.: Seeks to Hire PPL Group, LLC as Auctioneer ------------------------------------------------------- L.O.F., Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ PPL Group, LLC as auctioneer. The firm will sell the Debtor's assets wall-to-wall, floor-to-ceiling, located at 12952 Industrial Park Dr Granger, IN 46530. The firm will be paid $15,000 as marketing expense, and buyer's premium of 18 percent, which will be paid by the Buyer at the closing on the sale. Laszlo Kovach, a partner at PPL Group, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Laszlo Kovach PPL Group, LLC 105 Revere Drive, Suite C Northbrook, IL 60062 Tel: (410) 960-2123 Email: Alex@PPLGroupLLC.com About L.O.F., Inc L.O.F., Inc., was founded in 1968 in Northwest Indiana as a retail Recreational Vehicle sales operation. In 2011, the Company changed its focus to replacement automotive and industrial products under its brands such as Best In Auto, TruckChamp, Red Hound Auto, and Polar Whale. Debtor: L.O.F., Inc. in Wellington, FL 33414, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-13350) on April 8, 2024, listing $1,198,800 in assets and $8,259,975 in liabilities. Laszlo Kovach as president, signed the petition. Judge Mindy A. Mora oversees the case. KELLEY KAPLAN & ELLER, PLLC serve as the Debtor's legal counsel. LADDER CAPITAL: Moody's Ups Unsecured Notes to Ba1, Outlook Pos. ---------------------------------------------------------------- Moody's Ratings has upgraded the backed senior unsecured notes ratings of Ladder Capital Finance Holdings LLLP to Ba1 from Ba2, affirmed the Ba1 long-term corporate family rating of Ladder Capital Corp (collectively referred to as Ladder), and changed the outlook to positive from stable. RATINGS RATIONALE The upgrade of the senior unsecured rating to Ba1 follows Ladder's proposed issuance of $500 million of senior unsecured notes due 2031, which management announced earlier. The issuance will increase the level of unsecured debt in Ladder's capital structure and lead to a further reduction in the amount of secured debt, which reduces expected losses for senior unsecured creditors in a default scenario. Following the ratings upgrade, the Ba1 senior unsecured rating is at the same level as Ladder's Ba1 CFR. Moody's changed Ladder's outlook to positive to reflect the company's progress and commitment to improving its funding profile by lowering its usage of secured debt. Pro-forma for the issuance, the company's secured debt to gross tangible assets ratio will decline just below 30%, assuming the proceeds are used to paydown the company's secured debt, from 37.8% as of March 31, 2024. Moody's view the reduction in secured funding favorably because it unencumbers earning assets and enhances the company's financial flexibility, especially in a challenging operating environment. The proposed issuance will also further bolster the company's already strong liquidity position and competitively position the company to take advantage of commercial real estate (CRE) lending opportunities as both regional banks and non-bank CRE lender peers look to reduce their CRE exposures. Ladder has proactively shrunk its loan book and increased its liquidity over the past six quarters as the operating environment for CRE weakened, although Moody's expect the company will begin to opportunistically grow its loan book. The company's loan portfolio shrunk to $2.8 billion as of March 31, 2024 from a high of $4.1 billion as of September 30, 2022. Even though Ladder's liquid resources will normalize once the company resumes growth, Moody's expect Ladder to maintain a level of liquidity commensurate with its shifting asset mix and risk appetite. The positive outlook also reflects the company's strong and consistent financial performance, including its moderate leverage. Ladder's capitalization, measured as tangible common equity to tangible managed assets (TCE/TMA), has strengthened over the past three years and is currently the strongest among its rated peers. TCE/TMA rose to 28.6% as of March 31, 2024 from 25.6% as of September 30, 2022 when the company began to shrink its loan portfolio. Debt to equity stood at 2.4x as of March 31, 2024, just below the midpoint of the company's target leverage of 2.0x to 3.0x. Ladder has demonstrated strong credit results, having recorded minimal credit losses in its loan portfolio since inception. At the same time, Moody's expect Ladder's asset quality will be challenged by the current operating environment for CRE lenders stemming from elevated interest rates, tight credit conditions, and uncertainty surrounding the future of office properties. Although Ladder's ratio of problem loans to gross loans has outperformed those of its peers over the past two years, loans on non-accrual rose to 2.6% of gross loans as of March 31, 2024 from 1.4% a year earlier, while the peer median rose to 7.0% from 4.3% over the same period. During the COVID-19 pandemic, Ladder's problem loans peaked at 7.4%, but they did not materialize in meaningful net-charge offs. Ladder's average loan balance of approximately $25 million is more comparable to regional banks than to most of its rated non-bank CRE lender peers, which typically have average balances exceeding $100 million. Moody's regard these smaller, more diversified loan balances positively because they minimize the potential for losses from a single exposure to substantially impact earnings or capital. Notwithstanding the smaller average loan balance, Ladder's top 10 loans constitute a significant 36% of total loans and 66% of TCE, a credit concentration risk. Two of Ladder's largest loans account for 38% of Ladder's $882.5 million of office loans as of March 31, 2024. Office loans represent 31% of Ladder's total loans, although this ratio is 16% when compared to the company's total assets. Office properties carry increased risk due to growing acceptance of hybrid work models. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ladder's ratings could be upgraded over the next 12-18 months if the company: 1) continues to demonstrate better-than-peer asset quality performance through the current CRE downturn; 2) maintains a secured debt to gross tangible assets ratio comfortably below 30%; 3) reduces its loan-level concentrations; and 4) improves its earnings, measured as net income to averaged managed assets, to historical levels above 2.0% without a change in the risk profile of its assets. Given the positive outlook, a downgrade is unlikely. However, Moody's could downgrade Ladder's ratings or the outlook could return to stable if the company: 1) experiences a material deterioration in asset quality or risk appetite; 2) weakens its capital position; 3) encounters liquidity or funding challenges; 4) demonstrates a material decline in profitability; or 5) increases its reliance on secured debt, as evidenced by a secured debt to gross tangible assets ratio of 30% or higher on a sustained basis. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. LADDER CAPITAL: S&P Upgrades ICR to 'BB' on Strong Funding ---------------------------------------------------------- S&P Global Ratings raised its issuer credit and issue ratings on Ladder Capital Finance Holdings LLLP (Ladder) and on its senior unsecured notes to 'BB' from 'BB-'. The outlook is stable. S&P also assigned its 'BB' rating to the company's proposed issuance of $500 million senior unsecured notes due 2031. As of March 31, 2024, Ladder reported $1.2 billion of unrestricted cash (23% of total assets), $324 million available under its unsecured revolving credit facility, and about $1.8 billion of unencumbered investment assets (including $354 million of unencumbered liquid securities, which are mostly 'AAA' rated or government agency backed). This compares with $128 million of unfunded commitments and $489 million of borrowings under repurchase facilities. Similar to peers, Ladder will continue to prioritize liquidity over loan originations in 2024, in S&P's view. Ladder plans to use the proceeds of its proposed issuance of $500 million senior unsecured notes to repay secured debt, including repurchase facilities and Federal Home Loan Bank debt. This will further reduce the company's reliance on repurchase facilities, decrease margin call risk, unencumber assets, and raise unsecured debt to more than 55% of total debt (from 43% as of March 31, 2024). S&P also thinks the issuance helps address the $328 million of unsecured notes maturing in 2025. Higher-for-longer interest rates continue to pressure CRE asset valuations by pushing up cap rates. S&P expects CRE lenders will continue to face headwinds, but the extent of credit quality deterioration will depend on location, property type, and the underwriting quality of the properties securing the loans. Reduced valuations in the office sector have been much steeper than average for other property types, given hybrid work and slowing job growth. As of March 31, 2024, of the $2.8 billion outstanding in transitional loans, about $1.6 billion was originated in 2021 and $723 million in 2022. While the transitional loan portfolio is diversified, its largest exposures are in multifamily (34%) and office (31%). Ladder has a total of 19 office loans, and the company has not originated any new office loans since 2022. Of the 19, two loans make up about 38%, or $336 million, of total office exposure. The company's largest office loan--$225 million to Citigroup in Miami--makes up about 26% of the office loan portfolio (15% of adjusted total equity (ATE) and 4% of total assets). Multifamily loans have also come under strain owing to slowing rent growth, increased supply in some regions, and high interest rates. A rise in troubled multifamily loans could exacerbate asset quality issues, because Ladder and most of its peers have been increasing their exposure to such loans since 2020 as an offset to office exposure. As of March 31, 2024, Ladder had two loans with amortized cost of $73 million on nonaccrual, or 2.6% of gross receivables. Foreclosed properties increased to $171 million from $102 million because of four new foreclosures and one sale. As a result, nonperforming assets, which include foreclosed properties, were about 8% of gross receivables (16% of ATE), up from 4% (10% of ATE) the previous year. This reflects the company's highly unencumbered balance sheet that it could use to raise liquidity relative to its peers, and its leverage that remains materially below 3.0x. LLT MANAGEMENT: 60+ Law Firms Oppose Pre-pack Bankruptcy Scheme --------------------------------------------------------------- Some of the nation's largest law firms recognized for their committed and successful representation of individuals harmed by dangerous products have announced unified opposition to a plan by Johnson & Johnson to seek a prepackaged bankruptcy to address claims brought by ovarian cancer victims. Two previous bankruptcy filings by the company, which has a market value of more than $350 billion, have been denied by federal courts in New Jersey where J&J is headquartered. The company recently announced a solicitation of plaintiffs to approve a $6.5 billion settlement for all current and future ovarian cancer claims, to be filed in an unspecified federal court in Texas. Under the bankruptcy code, the plan would require a 75% supermajority of claimants to be considered for approval by the court. "Despite the hoped-for chilling effect of J&J's outrageous and boundless bullying tactics -- attacking courts, juries, lawyers, the press, and even cancer victims -- the number of lawyers willing to courageously stand up to J&J on behalf of cancer victims is inspiring," says Andy Birchfield of the Beasley Allen Law Firm. "We must make a stand and we must not flinch or back down." Attorneys in opposition believe that the plan represents a dangerous precedent that could allow other large, financially solvent corporations to evade mass tort litigation. "While this fight is about cancer victims who for decades were knowingly exposed to asbestos in talc products, the stakes are even higher for the very fabric of our civil justice system," says Mike Papantonio of Levin Papantonio Rafferty. "Allowing this plan to move forward opens the door for any company to use bankruptcy as a shield against accountability and denies the constitutional rights of individuals to a trial before a jury of their peers." "We hope that other law firms recognize that this plan doesn't come close to providing adequate compensation to those who have faced hundreds of thousands of dollars in medical expenses and lost wages solely through the use of a product they trusted," says Michelle Parfitt at Ashcraft & Gerel. "Thousands of women have died while J&J has played a waiting game, and this plan is just another example of that strategy. We stand united and ready to gain resolution outside of bankruptcy and will stand firm until we get there," adds Leigh O'Dell of Beasley Allen. The following is a current and growing list of law firms that are advising clients to oppose this third bankruptcy attempt by J&J. -- Beasley Allen Crow Methvin Portis & Miles, PC -- Ashcraft & Gerel, LLP -- Levin Sedran & Berman, LLP -- Levin, Papantonio, Rafferty, Proctor, Buchanan -- Burns Charest, LLP -- Motley Rice -- Cochran Law Group -- Alker & Rather -- Amir Shenaq -- Barnes Law Group, LLC -- Blizzard & Greenberg -- Burg Simpson -- Champ Lyons, III -- Clifford Law Office -- Cohen Hirsch, LP -- Dannheisser Injury Law -- DeMayo Law Group, PLLC -- Diamond Law -- DiCello Levitt, LLC -- Eisenberg, Rothweiler, Winkler, Eisenberg & J -- Fulmer Sill -- Gainsburgh, Benjamin, David, Meunier & War -- Goldstein Greco, P.C -- Golomb Spirt Grunfeld -- Goza & Honnold, LLC -- Grant & Eisenhofer, PA -- Hair Shunnarah Trial Attorneys -- Hausfeld, LLP -- Hill, Peterson, Carper, Bee & Deitzler, PLLC -- Horton Law Firm -- Howie Sacks & Henry, LLP -- Law Offices of Geoffrey B. Gompers & Associates -- Law Offices of Peter G. Angelos, PC -- Levy Baldante Finney & Rubenstein -- Lundy Law -- Lundy, Lundy, Soileau & South, LLP -- McGowan Hood -- Meneo Law Group -- Meyers & Flowers -- Morelli Law Firm, PLLC -- Nix Patterson, LLP -- Osbourne & Francis Law Firm -- Powell and Majestro, PLLC -- Poulin Willey and Anastopoulo -- Pribanic & Pribanic, LLC -- Robinson Calcagnie, Inc. -- Rochon Genova LLP -- Ross Feller Casey -- Satlz, Mongeluzzi, Barrett & Bendesky, PC -- Shrader and Associates -- Singleton Schreiber -- Smith Law Firm -- Sutton Law Firm -- The Brady Law Group -- The Diaz Law Firm, PLLC -- The Driscoll Firm, PC -- The Entrekin Law Firm -- The Law Office of Bobbie Young, RN, JD -- The Miller Firm, LLC -- The Simon Law Firm, PC -- The Whitehead Law Firm, LLC -- TorHoerman Law, LLC -- Wagner Reese, LLP -- Wagstaff & Cartmell, LLP -- Wilentz, Goldman & Spitzer, PA About LTL Management LTL Management, LLC is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On January 30, 2023, a panel of the Third Circuit issued an opinion directing this Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. 3rd Try In May 2024, J&J announced its subsidiary LLT Management LLC is soliciting support for a consensual prepackaged bankruptcy plan to resolve its talc-related liabilities. Under the terms of the plan, a trust would be funded with over $5.4 billion in the first three years and more than $8 billion over the course of 25 years, which J&J calculates to have a net present value of $6.475 billion. Claimants must cast their vote to accept or reject the Plan by 4:00 p.m. (Central Time) on July 26, 2024. A solicitation package may be requested at www.OfficialTalcClaims.com or by calling 1-888-431-4056. If the Plan is accepted by at least 75% of voters, a bankruptcy may be filed under the case name In re: Red River Talc LLC in a bankruptcy court in Texas or in the bankruptcy court of another jurisdiction. Epiq Corporate Restructuring, LLC is serving as balloting and solicitation agent for LLT Management LLC. LLT MANAGEMENT: Talc Victims Ad Hoc Counsel Backs Bankruptcy Plan ----------------------------------------------------------------- The Ad Hoc Group of Counsel representing individuals harmed by baby powder products has issued a statement regarding the plan by Johnson & Johnson to seek a prepackaged bankruptcy to address claims brought by ovarian cancer victims: "Our coalition proudly supports the fair and timely resolution of this matter through the bankruptcy process. The $6.48 billion negotiated settlement will be the quickest and fairest path to compensation for tens of thousands of people harmed by their usage of Johnson & Johnson's talcum powder products. "The firms leading the opposition to the bankruptcy have had ample opportunity over the past decade to garner consensus, without success. We believe that their opposition to the groundbreaking settlement is motivated by a desire to enrich themselves at the expense of victims. "It is well past time for the other side to put aside the mudslinging and intimidation tactics and instead focus on obtaining justice for victims who are succumbing to ovarian and other cancers each year this matter drags on. Resolution of these cancer cases through Chapter 11 is what it will take to finally provide compensation to the victims. The process promotes centralization and efficiency, leading to predictable outcomes backed by historical precedent. "We believe the Chapter 11 process is the only path to swift, sufficient and equitable compensation for the talc victims. It is also a highly efficient and democratic process that provides victims a voice through the voting process, which is denied in multidistrict litigation. We have a great deal of respect for our clients and trust them to make the right decision that will be in their own best interests." About LTL Management LTL Management, LLC is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On January 30, 2023, a panel of the Third Circuit issued an opinion directing this Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. 3rd Try In May 2024, J&J announced its subsidiary LLT Management LLC is soliciting support for a consensual prepackaged bankruptcy plan to resolve its talc-related liabilities. Under the terms of the plan, a trust would be funded with over $5.4 billion in the first three years and more than $8 billion over the course of 25 years, which J&J calculates to have a net present value of $6.475 billion. Claimants must cast their vote to accept or reject the Plan by 4:00 p.m. (Central Time) on July 26, 2024. A solicitation package may be requested at www.OfficialTalcClaims.com or by calling 1-888-431-4056. If the Plan is accepted by at least 75% of voters, a bankruptcy may be filed under the case name In re: Red River Talc LLC in a bankruptcy court in Texas or in the bankruptcy court of another jurisdiction. Epiq Corporate Restructuring, LLC is serving as balloting and solicitation agent for LLT Management LLC. LUGG INC.: Hires Nardella & Nardella as Co-Counsel -------------------------------------------------- Lugg Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Law Firm of Nardella & Nardella, PLLC as co-counsel. The firm's services include: a. advising the Debtors of their rights and obligations with respect to their various business arrangements and the impact of the Bankruptcy Cases; b. advising the Debtors with respect to, and assisting in the negotiation and documentation of, investigating the Debtors’ prepetition financial affairs and negotiation of agreements, settlement agreements, and related transactions; c. reviewing the nature and validity of any claims and interest asserted against the Debtors’ property and advising the Debtors concerning the enforceability of such claims and interests; d. advising the Debtors concerning corporate matters during the Bankruptcy Cases; e. advising the Debtors with respect to a Chapter 11 plan; and f. serving as counsel to the Debtors with respect to regulatory, investigatory and litigation matters initiated or ongoing in connection with the Bankruptcy Cases. The firm will be paid at these rates: Partners $550 to $650 per hour Associates $250 to $425 per hour Paralegals $225 to $295 per hour The firm received from the Debtor a retainer of $250,000. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Paul Mascia, a partner at Law Firm of Nardella & Nardella, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul N. Mascia, Esq. Law Firm of Nardella & Nardella, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Tel: (407) 966-2680 Email: pmascia@nardellalaw.com About Lugg Inc. Lugg, Inc. is a provider of on-demand same-day moving and delivery solutions based in San Francisco, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11032) on May 17, 2024, with $1,940,289 in assets and $173,950 in liabilities. Eric Kreutzer, president, signed the petition. Judge Karen B. Owens presides over the case. The Debtor tapped Nardella & Nardella as bankruptcy counsel and Baker & Hostetler, LLP as Delaware counsel. GGG Partners, LLC as financial advisor. LUGG INC: Hires Baker & Hostetler LLP as Counsel ------------------------------------------------ Lugg Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Baker & Hostetler LLP as counsel. The firm's services include: a. providing legal advice regarding Delaware local rules, practices, precedents, and procedures and providing substantive and strategic advice on how to accomplish the Debtor's goals in connection with the prosecution of this case, in all aspects of the bankruptcy proceeding; b. advising and assisting the Debtor with respect to its rights, powers and duties as debtor-in-possession and taking all necessary action to protect and preserve the Debtor's estates; c. preparing and filing necessary pleadings, motions, applications, proposed orders, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in this Chapter 11 Case, and advising the Debtor concerning, and preparing responses to, applications, motions, other pleadings, notices and other papers that may be filed and served in this case; d. handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of this Chapter 11 Case; e. appearing in this Court and any appellate courts to represent and protect the interests of the Debtor and its estate; f. attending meetings including any meeting of creditors and negotiating with representatives of creditors and other parties- in-interest; g. advising and assisting the Debtor in maximizing value in this Chapter 11 Case; and h. performing all other necessary legal services for the Debtor in connection with the prosecution of this Chapter 11 Case, including, but not limited to: (i) analyzing the Debtor's leases and contracts and the assumptions, rejections, or assignments thereof, (ii) analyzing the validity of liens against the Debtor, (iii) advising the Debtor on litigation matters, and (iv) developing a reorganization or liquidation strategy. The firm will be paid at these rates: Partners $560 to $975 per hour Associates $380 to $530 per hour Paralegals $255 to $360 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew V. Layden, a partner at Baker & Hostetler LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Andrew V. Layden, Esq. Baker & Hostetler LLP 200 S. Orange Ave. SunTrust Center, Suite 2300 Orlando, FL 32801-3432 Tel: (407) 649-4000 Fax: (407) 841-0168 Email:alayden@bakerlaw.com About Lugg Inc. Lugg, Inc. is a provider of on-demand same-day moving and delivery solutions based in San Francisco, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11032) on May 17, 2024, with $1,940,289 in assets and $173,950 in liabilities. Eric Kreutzer, president, signed the petition. Judge Karen B. Owens presides over the case. The Debtor tapped Nardella & Nardella as bankruptcy counsel and Baker & Hostetler, LLP as Delaware counsel. GGG Partners, LLC as financial advisor. LUGG INC: Hires GGG Partners LLC as Financial Advisor ----------------------------------------------------- Lugg Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ GGG Partners, LLC as financial advisor. The firm will provide these services: a. advise the Debtors with respect to finances and to guide the Debtors in making sound financial decisions for its operations in order to ensure that the Debtors reap the benefits of reorganization and will be able to continue its operations and to comply with the rules of the Court; b. prepare financial documents for the Debtors' edification and use in making sound financial decisions, and other documents as necessary for the success of the Debtors' Chapter 11 cases; and c. provide financial advice to the Debtors in negotiation with its creditors and in the preparation of a confirmable plan. The firm will be paid at these rates: Partner $375 to $425 per hour Associates $200 to $375 per hour The firm will be paid a retainer in the amount of $30,637.50 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard Gaudet, a partner at GGG Partners, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard Gaudet GGG Partners, LLC 3155 Roswell Rd NE, Suite 120 Atlanta, GA 30305 Tel: (404) 256-0003 Email: rgaudet@gggpartners.com About Lugg Inc. Lugg, Inc. is a provider of on-demand same-day moving and delivery solutions based in San Francisco, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11032) on May 17, 2024, with $1,940,289 in assets and $173,950 in liabilities. Eric Kreutzer, president, signed the petition. Judge Karen B. Owens presides over the case. The Debtor tapped Nardella & Nardella as bankruptcy counsel and Baker & Hostetler, LLP as Delaware counsel. GGG Partners, LLC as financial advisor. M&G TRANSPORTATION: Hires Ascend Business as Financial Advisor -------------------------------------------------------------- M&G Transportation, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Ascend Business Services, LLC to serve as its financial advisors. The firm will render these services: a. analyze Debtor's current, historical, and projected financial condition, results of operations, and cash flows to assess Debtor's current operations and advise and assist Debtor in developing a plan of reorganization and a long term business plan; b. assist Debtor with drafting Monthly Operating Statements, reports, the Plan, and any other necessary filings which may be necessary to the Chapter 11 Case; c. prepare weekly or bi-weekly variance reports, which will compare actual cash activity to budgeted cash activity for each entity; d. participate in hearings before the Bankruptcy Court related to financial matters as needed; and e. provide other necessary matters for Debtor as debtor-in-possession, which may be necessary to the Chapter 11 Case. Ascend's proposed compensation is $325 per hour for its professionals. In addition, the firm will seek reimbursement for expenses incurred. Roger Ferrante, a member of Ascend Business Solutions, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Roger Ferrante Ascend Business Solutions LLC P.O. Box 308 Braddock Heights, MD 21714 Telephone: (301) 845-5850 Email: liz@ascendbsllc.com About M&G Transportation, LLC M&G Transportation, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-20129-rlj11) on May 15, 2024. In the petition signed by Manuel Gutierrez, president, the Debtor disclosed up to $10 million in both assets and liabilities. Harrison Pavlasek, Esq., at Forshey Prostok LLP, represents the Debtor as legal counsel. M&G TRANSPORTATION: Hires Forshey & Prostok as Local Counsel ------------------------------------------------------------ M&G Transportation, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Forshey & Prostok, LLP, as local counsel. The firm will render these services: a. assist the Lead Counsel in the local customs and practices of this district; b. review and comment on proposed drafts of pleadings to be filed with the Court; c. at the request of Debtor, appear in Court and at any meeting with the United States Trustee, and any meeting of creditors at any given time on behalf of Debtor as its local counsel; d. provide certain services in connection with administration of the chapter 11 cases; and e. all such other legal services as may be necessary or appropriate in connection with the bankruptcy case as local counsel. The firm's current hourly rates are: Harrison A. Pavlasek $375 Other Firm Attorneys $395 - $825 Paralegal/Legal Assistant $175 - $255 The firm received a reatiner in the amount of $5,000. Jeff Prostok, Esq., a partner at Forshey & Prostok, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Harrison A. Pavlasek, Esq. FORSHEY & PROSTOK LLP 777 Main St., Suite 1550 Fort Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 Email: hpavlasek@forsheyprostok.com About M&G Transportation, LLC M&G Transportation, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-20129-rlj11) on May 15, 2024. In the petition signed by Manuel Gutierrez, president, the Debtor disclosed up to $10 million in both assets and liabilities. Harrison Pavlasek, Esq., at Forshey Prostok LLP, represents the Debtor as legal counsel. M&G TRANSPORTATION: Seeks to Hire Carothers & Hauswirth as Counsel ------------------------------------------------------------------ M&G Transportation, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Carothers & Hauswirth LLP as its counsel. The firm's services include: a. advising Debtor with respect to its powers and duties as a debtor-in-possession in the continued operation of its business and management of its property; b. assisting Debtor in negotiation and documentation of financing arrangements, debt restructuring, and cash collateral orders; c. assisting Debtor with the preparation of its Schedules, Statement of Financial Affairs, Applications, Answers, Orders, reports, and any other necessary legal pleadings and papers; d. providing legal services to Debtor in connection with the formulation and implementation of a plan of reorganization; and e. performing all other legal services for Debtor as debtor-in-possession, which may be necessary. The firm's current hourly rates: Attorney $300 to $525 Paralegals $100 to $150 Carothers & Hauswirth received a retainer of $50,000. As disclosed in the court filings, Carothers & Hauswirth is a "disinterested" persons, as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Patrick W. Carothers, Esq. Gregory W. Hauswirth, Esq. Carothers & Hauswirth LLP Foster Plaza 10 680 Andersen Drive, Suite 230 Pittsburgh, PA 15220 Telephone: (412) 910-7500 Facsimile: (412) 910-7510 Email: pcarothers@ch-legal.com ghauswirth@ch-legal.com About M&G Transportation, LLC M&G Transportation, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-20129-rlj11) on May 15, 2024. In the petition signed by Manuel Gutierrez, president, the Debtor disclosed up to $10 million in both assets and liabilities. Harrison Pavlasek, Esq., at Forshey Prostok LLP, represents the Debtor as legal counsel. MACERICH COMPANY: Egan-Jones Retains BB+ Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 24, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Macerich Company. Headquartered in Santa Monica, California, Macerich Company is a fully integrated self-managed and self-administered real estate investment trust. MAGNO LLC: Trustee Hires Lane Powell PC as Special Counsel ---------------------------------------------------------- Kenneth S. Eiler, the Trustee for Magno LLC, seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Lane Powell PC as special counsel. The Debtor needs the firm's legal assistance in connection with Adversary Proceeding No. 24-3016-thp. The firm will be paid at these rates: David W. Criswell Shareholder $600 per hour Andrew J. Geppert Associate $450 per hour Karin Freestad Paralegal $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David W. Criswell, a partner at Lane Powell PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David W. Criswell, Esq. Lane Powell PC 601 S.W. Second Avenue, Suite 2100 Portland, OR 97204 Tel: (503) 778-2100 Fax: (503) 778-2200 About Magno LLC Magno, L.L.C. is a company in Portland, Ore., primarily engaged in renting and leasing real estate properties. The Debtor filed Chapter 11 petition (Bankr. D. Ore. Case No.23-32834) on Dec. 6, 2023, with $1 million to $10 million in both assets and liabilities. Richard S. Humphries, manager, signed the petition. Judge Teresa H. Pearson oversees the case. Tonkon Torp, LLP represents the Debtor as legal counsel. MAGNOLIA SENIOR LIVING: No Decline in Resident Care, PCO Reports ---------------------------------------------------------------- Melanie McNeil, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her first report regarding the quality of patient care provided at Magnolia Senior Living, LLC's long-term care facility. The Ombudsman Representative (OR) for the Office of the State Long-Term Care Ombudsman (OSLTCO), visited the facility on May 20. The OR visited with 10 residents, the person in charge, and direct care staff. No complaints were made. The OR observed that staffing levels met minimum requirements. The OR mentioned concerns about the quality of care, nutritious food, and food portions. The OR noted no decline in resident care. The PCO concluded that she is not aware of any significant change in facility conditions or decline in resident care for this personal care home since the appointment. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=O7c1oa from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman Division of Aging Services, Department of Human Services 47 Trinity Avenue, S.W., Room 1136 Atlanta, GA 30334 Tel: (404) 416-0211 About Magnolia Senior Living Magnolia Senior Living, LLC is a Georgia limited liability company which owns and operates an assisted living facility in Loganville, GA. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-52830) on March 19, 2024, with $1 million to $10 million in both assets and liabilities. Zhicong Chen, authorized agent, signed the petition. Judge Wendy L. Hagenau presides over the case. Cameron M. McCord, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. MAGNOLIA SENIOR: No Decline in Resident Care, 1st PCO Report Says ----------------------------------------------------------------- Melanie McNeil, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her first report regarding the quality of patient care provided at Magnolia Senior Living @SugarHill LLC's long-term care facility. The Ombudsman Representative (OR) for the Office of the State Long-Term Care Ombudsman (OSLTCO), visited the facility on May 20. The resident census was 49. The OR visited with 10 residents, the person in charge, nurses, activities staff, and direct care staff. No complaints were made. The OR observed that staffing levels met minimum requirements. The OR noted no concerns with the building, supplies, or quality of care. The OR noted no decline in resident care. The PCO concluded that she is not aware of any significant change in facility conditions or decline in resident care for this personal care home since the appointment. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=4jmcr2 from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman Division of Aging Services, Department of Human Services 47 Trinity Avenue, S.W., Room 1136 Atlanta, GA 30334 Tel: (404) 416-0211 About Magnolia Senior Living @SugarHill Magnolia Senior Living @SugarHill, LLC is a Georgia limited liability company which owns and operates an assisted living facility in Sugar Hill, Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-52814) on March 18, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Zhicong Chen, authorized agent, signed the petition. Cameron M. McCord, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. MANITOWOC COMPANY: Egan-Jones Retains BB- Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on May 6, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Manitowoc Company, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Milwaukee, Wisconsin, Manitowoc Company, Inc. is a diversified industrial manufacturer of cranes and related products. MARIOTT INTERNATIONAL: Egan-Jones Retains BB+ Sr. Unsec. Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 23, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Marriott International, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Bethesda, Maryland, Marriott International, Inc. of Maryland operates as a hotel. MASTEC INC: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on May 29, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by MasTec, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Coral Gables, Florida, MasTec, Inc. is a specialty contractor operating across a range of industries. MASTERBRAND INC: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'BB+' to MasterBrand, Inc. Fitch has also assigned a 'BB+'/'RR4' rating to the company's proposed offering of senior unsecured notes. Proceeds from the proposed notes issuance and borrowings on the company's new revolving credit facility, together with cash on hand, will be used to fund the acquisition of Supreme Cabinetry Brands, Inc. and refinance the company's term loan A. The Rating Outlook is Stable. The rating reflects the company's leading market position in residential cabinets, low leverage, conservative capital allocation strategy and modest profitability metrics. Limiting factors include the company's exposure to cyclical end markets, its singular product focus, modest customer concentration and low barriers to entry. KEY RATING DRIVERS Strong Credit Metrics: MasterBrand's credit metrics are strong for the 'BB+' rating, including Fitch-estimated EBITDA leverage of 2.5x for the LTM ended March 31, 2024, pro forma for the Supreme acquisition and inclusive of $10 million of cost synergies. Fitch projects EBITDA leverage to remain approximately 2.5x in 2024 before declining to approximately 2.0x in 2025 through a combination of debt reduction and EBITDA growth. Management targets a net debt to EBITDA of below 2.0x, a level which Fitch expects MasterBrand will return to during 2025. While the company may at times temporarily exceed the upper range of its leverage target during construction downturns or to execute strategic acquisitions, Fitch expects it would delever the balance sheet within a reasonable time frame. Cyclical End Markets: MasterBrand sells into cyclical markets including residential new construction (32% of pro forma sales) and residential remodel (68%). Fitch views the company's significant proportion of sales to remodel as a credit positive, as this end market is relatively less volatile than the new construction market. However, this benefit is diminished by cabinetry's tendency to be part of larger, more discretionary remodel projects over smaller, touch-up jobs, and cabinets' constitution of a material portion of a project's total cost. Leading Market Position: MasterBrand is the largest manufacturer of residential cabinets in North America. Fitch believes this provides pricing power and advantages in terms of shelf-space allocation within distribution channels. Fitch estimates that MasterBrand has around a 22% market share in the U.S. residential cabinets market. The acquisition of Supreme further enhances the company's leadership position and also expands its premium product offerings. Singular Product Focus: The company is focused on cabinetry and offers a broad range of price points. However, Fitch expects demand across the company's product portfolio would exhibit similar declines in weaker economic environments. Additionally, Fitch believes cabinets have limited brand equity or differentiation, which can weigh on pricing power and are more at-risk of trade downs in weaker economic environments relative to some other types of building products. Strong Performance Since Spin: MasterBrand was spun off from Fortune Brands Innovations, Inc. (BBB/Stable) in December 2022 and reported significant margin improvement in 2023 despite a revenue decline of 16.8%. Fitch-calculated EBITDA margin expanded 350bps in 2023 to 14.7% after improving 30bps in 2022 to 11.2%. MasterBrand reported free cash flow (FCF) margin of 12.8% in 2023 and 5.5% in 2022. The company attributes the margin expansion to improved operating efficiencies. Fitch projects EBITDA margin to improve an additional 25bps-75bps, annually, in 2024 and 2025 from the contribution of Supreme's higher margin business and related cost synergies. Fitch forecasts FCF margin to be 6.5%-7.5% in 2024 and 2025. Customer Concentration: MasterBrand has high exposure to Lowe's Companies, Inc. (unrated) and The Home Depot, Inc. (A/Stable), with each accounting for 21% and 16% of 2023 sales, respectively. Fitch believes that MasterBrand benefits from these companies' large retail networks, including their push to play a bigger role in the professional segment. While MasterBrand is an important supplier to these big box retailers, both companies have significant bargaining power, which can limit MasterBrand's ability to raise prices. The company's credit metrics and earnings would be severely impacted if its relationship with Lowes was impaired or were to abruptly end, which Fitch views as unlikely to occur in the intermediate term. MasterBrand distributes into the dealer (53% of 2023 sales), retail (36%) and builder (11%) channels. Despite customer concentration in the retail channel, Fitch views this channel mix as beneficial to the credit profile. Dealers tend to be relatively small, which limits their bargaining power and ability to push back on price increases. Balanced Growth Strategy: Fitch views MasterBrand's growth strategy as a positive. The company has taken a measured approach to organic and inorganic growth initiatives. Since its spin from Fortune Brands, the company has focused on operational improvements and targeted capital expenditures. These investments, combined with acquisitions such as that of Supreme, Fitch expects capex levels to remain elevated in 2024, as the company continues to invest in increasing its manufacturing capacity and making some cash outlays to realize synergies from the transaction. DERIVATION SUMMARY MasterBrand is smaller and less diversified by geography and product offering compared with building products manufacturers RPM International, Inc. (BBB-/Positive), James Hardie International Group Ltd. (BBB-/Positive) and Standard Building Solutions (BB/Stable). MasterBrand's credit metrics are stronger than Standard's, similar to those of RPM, but weaker than James Hardie's. MasterBrand has similar end-market diversification as James Hardie which is weaker than that of RPM. The markets are also more discretionary and cyclical compared with those of Standard. KEY ASSUMPTIONS - Organic revenue declines 5.5%-6.5% in 2024 and grows 3.0%-4.0% in 2025; - Reported revenue is flat in 2024 and grows 8.0%-9.0% in 2025; - EBITDA margin expands 25bps-75bps, annually, in 2024 and 2025 due to the addition of Supreme's higher margin business and realization of cost synergies; - Capex of around 2.5%-3.5% of sales in 2024 and 2025; - FCF of 6.5%-7.5% of revenue in 2024 and 2025; - FCF applied to paydown of revolver borrowings; - EBITDA leverage of 2.5x at year-end 2024 and approaching 2.0x in 2025 due to EBITDA growth and debt reduction; - Supreme acquisition closes in July 2024, contributing to 2H24 results. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The company increases its size and/or expands its product portfolio while maintaining a majority of sales to the remodel market; - EBITDA margin sustained in the mid-teen percentages or higher; - Fitch's expectation that EBITDA leverage will sustain below 2.5x; - (CFO-capex)/debt sustained above 12%. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch's expectation that EBITDA leverage will sustain above 3.0x; - (CFO-capex)/debt sustained below 8%; - Loss of key major customer resulting in substantially lower revenue and EBITDA. LIQUIDITY AND DEBT STRUCTURE Liquidity Position: MasterBrand is currently in the process of executing a $750 million revolving credit facility to replace its current, $500 million facility. The company will have ample liquidity pro forma for the proposed refinancing transaction, with an estimated $54 million of cash on hand and approximately $284 million of availability under the revolving credit facility ($443 million outstanding upon close and $22.7 million of letters of credit). Extended Debt Maturity Schedule: The new revolving credit facility is expected to mature five years from the closing date and the proposed notes' maturity of eight years from the date of issuance significantly limits any near-term refinancing risk. ISSUER PROFILE MasterBrand, Inc. is the largest manufacturer of residential cabinets in North America. The company sells its products to dealers, distributors, retailers, and builders into the remodeling and new construction markets. DATE OF RELEVANT COMMITTEE 12 June 2024 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Entity/Debt Rating Recovery ----------- ------ -------- MasterBrand, Inc. LT IDR BB+ New Rating senior unsecured LT BB+ New Rating RR4 MCLEAN AFFILIATES: Fitch Alters Outlook on BB+ LongTerm IDR to Neg. ------------------------------------------------------------------- Fitch Ratings has affirmed at 'BB+' the ratings on the $65 million series 2020A revenue bonds issued by Connecticut Health & Educational Facilities Authority on behalf of McLean Affiliates, Inc. Fitch has also affirmed McLean's Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is revised to Negative from Stable. Entity/Debt Rating Prior ----------- ------ ----- McLean (CT) LT IDR BB+ Affirmed BB+ McLean (CT) /General Revenues/1 LT LT BB+ Affirmed BB+ The Outlook revision to Negative reflects the possibility that McLean may violate its first debt service coverage ratio (DSCR) covenant testing date at FYE Sept. 30, 2024 due to elevated operating expense. Operating ratios (OR) have exceeded 105% over the past two years compared to historical results generally below 100%. In Q2FY24, McLean began several cost containment initiatives including the reduction of assisted living unit (ALU) and skilled nursing (SNF) beds. McLean also restructured nursing schedules and its dining program. Fitch believes McLean's strategies will improve profitability over time. The Negative Outlook reflects execution risk and the possibility of DSCR covenant violation. Affirmation of the 'BB+' rating incorporates McLean's improved unit composition following a recent independent living unit (ILU) expansion project, the Goodrich, which is fully occupied. Management has begun gauging interest for another ILU expansion. The size and scope of the project are undetermined and have not been incorporated into the rating. McLean has no additional debt capacity at the current rating. SECURITY The bonds are secured by a pledge of gross revenues of the obligated group (OG), a mortgage lien on certain properties, a debt service reserve fund, and an unconditional and irrevocable guarantee from the Special Additions & Contingency Fund (SACF), the unrestricted endowment of the McLean Fund (an affiliated non-OG entity). KEY RATING DRIVERS Revenue Defensibility - 'bbb' Adequate Historical Census, New Project Fully Occupied McLean has enjoyed adequate census levels historically, which Fitch attributes to its favorable local reputation, desirable location with access to its adjacent country club which is on property owned by McLean, and its wildlife refuge. McLean's ILU occupancy was strong at 92% at the end of April 2024, improved from 85% at FYE22. McLean has seen improvement in ILU and ALU occupancy since summer 2023. ALU occupancy improved to 92% from 65% over the timeframe. Among the various ILUs, cottages, villas, the Burkholder and the Goodrich apartment buildings, occupancy is consistently weakest in the Burkholder. McLean averaged 89% occupancy in its ILUs, 85% in its ALUs, and 87% in its SNF beds during FY23. Fitch has a favorable view on the recently completed Goodrich project, as it has increased McLean's ILU revenues, enhanced amenities, and has right-sized its overall unit mix between its three offered service lines. McLean distinguishes itself in a modestly competitive market with its unique campus and good location. Rate increases occur regularly indicating midrange pricing flexibility. Operating Risk - 'bb' Operations Pressured, But Expected to Improve McLean's operating metrics have weakened in recent years. Historically, McLean's strong census and low debt burden produced adequate core operations, with an average OR and net operating margin (NOM) of 94.3% and 4.3%, respectively, from FY16 to FY21. In 2022, ALU occupancy fell to 65% and macro labor costs increased. Despite increased revenue from the 55 additional Goodrich ILUs, profitability ratios were weak in FY22 and FY23 with OR of 107% and 117% and NOM of -8.3% and -12.2%. Fitch expects ratios to improve as McLean reduces operating expenses over the next few years with OR eventually falling below 105%. McLean's turnover net entrance fee receipts have been weak historically with an average NOM-adjusted (NOMA) of 2.7% from FY18 through FY22. NOMA increased modestly to 3.1% for FY23 and Fitch expects NOMA to continue to incrementally increase as McLean begins to realize the benefits of its improved unit mix from the Goodrich expansion. Capital related metrics are consistent with the weak assessment with average revenue-only maximum annual debt service (MADS) coverage and MADS as a percentage of revenue of .1x and 11% from FY19 through FY23. Debt to net available has fluctuated over the past several years with expectations to stabilize around a high 10x over the next few years. Debt to net available was a very weak 20.5x for FY23. Historical capital spending has been high, averaging above 500% of depreciation over the past several years and resulting in an average age of plant below nine years. Fitch expects McLean will limit its capex over the Outlook period to support cost containment initiatives. Discussion of another possible expansion is preliminary, and Fitch does not expect McLean to undertake another project until operations on the existing campus stabilize. The Operating Risk profile is further constrained by McLean's high reliance on governmental payors with Medicaid exceeding 25% of its payor mix over the past several years. Financial Profile - 'bb' Stable Financial Profile McLean's unrestricted reserves (including its SACF) of measured $31 million at FYE23, which translates into 336 days cash on hand and about 68% cash-to-adjusted debt. Fitch calculated MADS coverage of 0.8x for FY23 and expects coverage to improve closer to the minimum 1.2x in FY24, the first year McLean will be subject to a minimum DSCR covenant. Fitch's forward-looking scenario assumes McLean receives $5 million in stimulus funding in FY25 and that aggressive cost containment measures continue to reduce operating expenses in FY24 and FY25 while revenue continues to incrementally increase. The stress case, which applies operational and portfolio stress pushes cash to adjusted debt below 50%, which is more consistent with a lower rating and reflected in the Negative Outlook. Asymmetric Additional Risk Considerations Medicaid contributes greater than 25% of McLean's net revenues constituting an asymmetric risk consideration and constraining the overall Operating Risk assessment. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained operating pressures that result in operating ratios consistently above 105%; - ILU occupancy sustained below 90%; - Inability to meet minimum bond covenants; - Any expectations of a long-term debt issuance that would push liquidity below 60% cash to adjusted debt. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The Outlook may be revised to Stable if McLean meets its minimum DSCR covenant for FY 2024 and maintains its liquidity without expectations for future deterioration in cash-to-adjusted debt levels. PROFILE McLean operates a Type-C (fee-for-service) life plan community (LPC) located on 125-acre campus in Simsbury, Connecticut. In addition to its LPC, McLean provides home care, hospice, adult day care and Meals on Wheels services to residents of Simsbury and the surrounding communities. McLean's LPC currently consists of 126 ILUs (10 IL cottages, 13 IL villas, and 103 IL apartments), 52 ALUs (down from 74), and 63 operated SNF beds (down from 89 with additional plans to reduce to 56 over the outlook period). In FY23, McLean reported total operating revenues of approximately $30 million. McLean has two non-OG affiliated entities: the McLean Game Refuge and the McLean Fund. The Refuge is a non-profit dedicated to the protection of native wildlife, the conservation of landscapes that they own, education, research, and recreation. The Refuge currently has over 4,400 acres of land in Simsbury, Granby, and Canton. The McLean Fund is a non-profit established under the will of Senator George P. McLean for the purposes of supporting McLean and its affiliated entities. Additionally, the Fund owns the land and property adjacent to McLean's LPC campus including the Hop Meadow Country Club. The Country Club is operated by another entity and offers all McLean residents social membership privileges. For this analysis, Fitch includes the unrestricted investments of a separate, obligated fund (SACF, the unrestricted board-designated endowment of the McLean Fund). The SACF exists solely to support McLean and its affiliates and guarantees the timely payment of principal and interest on the series 2020 bonds. This method is consistent with McLean's liquidity covenant calculation. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. MED-X INC: SetApart Accountancy Raises Going Concern Doubt ---------------------------------------------------------- Med-X, Inc. disclosed in a Form 1-K/A Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor has expressed substantial doubt about the Company's ability to continue as a going concern for the next 12 months. The Company subsequently filed Amendment No. 1 to its Form 1-K for the fiscal years ended December 31, 2023, and 2022. This amendment included the audited consolidated financial statements of Med-X, Inc. for these fiscal years, with the Independent Auditor's Report issued by the Company's current independent registered public accounting firm, SetApart FS. On May 3, 2024, the Securities and Exchange Commission announced that it had settled charges against BF Borgers CPA PC, the Company's former independent registered public accounting firm. The SEC alleged that BF Borgers failed to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board, and as part of the settlement with the SEC, BF Borgers agreed to a permanent ban on appearing or practicing before the SEC. As a result, the Company dismissed BF Borgers as its independent accountant on May 7, 2024, and on May 10, 2024, approved the immediate appointment of SetApart Accountancy Corp, as the Company's new independent registered public accounting firm. Los Angeles, Calif.-based SetApart Accountancy Corp, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 4, 2024, citing that certain conditions indicate that the Company may be unable to continue as a going concern. The Company has a net operating loss of $6,423,369, an operating cash outflow of $4,103,260 and liquid assets in cash of $65,747, which are less than a year worth of cash reserves as of December 31, 2023. These factors normally raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern in the next 12 months is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next 12 months, the Company intends to fund its operations through debt and/or equity financing. However, there are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. A full-text copy of the Company's Form 1-K/A is available at: https://www.sec.gov/Archives/edgar/data/1620704/000147793224003646/medx_1k.htm About Med-X Canoga Park, Calif.based Med-X, Inc. is an innovator and leader in developing all-natural and alternative solutions to outdated poisonous chemicals and harmful pharmaceutical products, often used in pest control, aromatherapy, pain management and farming. As of December 31, 2023, the Company has $1,345,328 in total assets, $1,885,429 in total liabilities, and $540,101 in total stockholders' deficit. MEGNA PACIFIC: Seeks to Hire Young & Williams as Legal Counsel -------------------------------------------------------------- Megna Pacific Dreams at Woodland Hills, Inc. seeks approval from the U.S. Bankruptcy Court for Central District of California to hire Young & Williams, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor regarding matters of bankruptcy law and other laws relevant to the case; b. representing the Debtor in proceedings or hearings before the court; c. assisting in the negotiation, documentation and obtaining court approval of transactions affecting property of the Debtor's estate; d. advising the Debtor concerning the requirements of bankruptcy law affecting the administration of the case; and e. assisting the Debtor in the negotiation, preparation and implementation of a Chapter 11 plan. The hourly rates charged by the firm for its services are as follows: Senior Partners $600 Junior Partners $500 Associate $300 - $425 Law Clerks $125 - $225 Paralegals $80 The firm received a retainer in the amount of $7,500. Mark Young, Esq., a partner at Donahoe, disclosed in court filings that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark T. Young, Esq. Young & Williams LLP 25152 Springfield Court, Suite 345 Valencia, CA 91355-1081 Telephone: (661) 259-9000 Facsimile: (661) 554-7088 Email: myoung@dywlaw.com About Megna Pacific Dreams at Woodland Hills Megna Pacific Dreams at Woodland Hills owns a single family residence located at 20142 Santa Rita Street, Woodland Hills, CA having a comparable sale value of $2.5 million. Megna Pacific Dreams at Woodland Hills, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11676) on Nov. 28, 2023, listing $2,501,210 in assets and $2,271,418 in liabilities. The petition was signed by Mahmud Ulkarim as president. Judge Martin R. Barash presides over the case. Mark T. Young, Esq. at DONAHOE YOUNG & WILLIAMS LLP represents the Debtor as counsel. MIDAS GOLD: Seeks to Tap Burch & Cracchiolo as Bankruptcy Counsel ----------------------------------------------------------------- Midas Gold Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Burch & Cracchiolo, P.A. as bankruptcy counsel. The firm's services include: a. taking necessary or appropriate actions to protect and preserve the Debtor's estate; b. providing legal advice with respect to Debtor's powers and duties as debtor-in-possession in the continued operation of their business and management of Debtor's property; c. preparing on behalf of Debtor any necessary applications, motions, answers, orders, reports, and other legal papers; d. appearing in Court on behalf of Debtor; e. preparing and pursuing confirmation of a plan and approval of a disclosure statement, and such further actions as may be required in connection with the administration of Debtor's estate; and f. acting as general bankruptcy counsel for Debtor and performing all other necessary or appropriate legal services in connection with this chapter 11 case. g. acting as general litigation counsel for Debtor in connection with any matters "related to" or "arising under" this bankruptcy case or removed to the bankruptcy court or otherwise pending as of the filing of the Bankruptcy Petition. The firm will be paid at these rates: Alan A. Meda $600 per hour Attorneys $350 to $600 per hour Paralegals $175 per hour Burch & Cracchiolo received an initial $30,000 retainer. Alan Meda, Esq., a partner in the firm of Burch& Cracchiolo, assured the court that his firm is a "disinterested person" as that phrase is defined in Sec. 101(14) of the Bankruptcy Code. The firm can be reached through: Alan Meda, Esq. Burch & Cracchiolo, P.A. 1850 N. Central Ave., Suite 1700 Phoenix, AZ 85004 Tel: (602) 274-7611 Email: ameda@bcattorneys.com About Midas Gold Group, LLC Midas Gold is a second-generation precious metals and gold IRA business that is veteran-owned and operated. Midas Gold Group, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04587) on June 7, 2024, listing $2,404,132 in assets and $3,352,112 in liabilities. The petition was signed by James Clark as member. Judge Daniel P. Collins presides over the case. Alan A. Meda, Esq. at BURCH & CRACCHIOLO, P.A. represents the Debtor as counsel. MISSISSIPPI CENTER: Taps Head Auctions & Realty as Auctioneer ------------------------------------------------------------- Mississippi Center for Advanced Medicine, P.C. seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Head Auctions & Realty as auctioneer. Head Auctions will liquidate certain assets of the Debtor. The firm will be paid a commission of 35 percent of the gross sale proceeds for all personal property items sold. As disclosed in the court filings, Head Auctions is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William Head Head Auctions & Realty 4846 Main St. Flora, MS 39071 Phone: (601) 613-8693 Email: whead55946@aol.com About Mississippi Center for Advanced Medicine, P.C. Mississippi Center for Advanced Medicine, P.C. is a healthcare organization in Mississippi that integrates subspecialty care, clinical pharmacy services, and care coordination for patients with pediatric, congenital, and maternal fetal disorders. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-00962) on April 21, 2023, with $1 million to $10 million in both assets and liabilities. Greta Brouphy, Esq., a partner at Heller, Draper and Horn, LLC, has been appointed as Subchapter V trustee. Judge Jamie A. Wilson oversees the case. The Debtor tapped Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC as bankruptcy counsel; Priester Law Firm, PLLC, Bradley Arant Boult Cummings, LLP and Brunini, Grantham, Grower & Hewes, PLLC as special counsels; and Haddox Reid Eubank Betts, PLLC as accountant. Priester Law Firm, PLLC, and Bradley Arant Boult Cummings, LLC as special counsels. NATHAN'S FAMOUS: Egan-Jones Retains B+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on May 10, 2024, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Nathan's Famous, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Jericho, New York, Nathan's Famous, Inc. operates, franchises, and licenses Nathan's Famous, Miami Subs, Kenny Rogers Roasters, and Arthur Treachers Fish & Chips fast-food restaurants. NB FLATS: Committee Taps McKay Burton as Bankruptcy Counsel ----------------------------------------------------------- The official committee of investors of NB Flats, DST seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ McKay, Burton & Thurman, P.C. as its legal counsel. The firm's services include: a. provide legal advice with respect to the Committee's rights, powers and duties; b. prepare on behalf of the Committee of necessary applications, motions, objections, memoranda, orders, reports, and other legal papers; c. appear in Court, in litigation as a party-in-interest, and at statutory meetings of creditors to represent the interests of the Committee; d. negotiate and evaluate of any use of cash collateral, proposed debtor-in-possession financing, and any other potential financing alternatives; e. negotiate a potential plan of reorganization or liquidation and matters related thereto; f. assist the Committee in analyzing the claims of Debtor's creditors and Debtor's capital structure and in negotiating with holders of claims and other equity interests; g. assist the Committee with its investigation of the acts, conduct, assets, liabilities and financial condition of Debtor (and, to the extent applicable, the Debtor's officers, directors and shareholders) and of the operation of Debtor's business; h. negotiate and formulate the proposed sale of the Debtor's assets, including pursuant to 11 U.S.C. Sec. 363; i. communicate with the Committee's constituents in furtherance of its responsibilities, including, but not limited to, communications required under 11 U.S.C. Sec. 1102; and j. assist the Committee's performance of its duties and powers under the Bankruptcy Code and the Bankruptcy Rules and such other services as are in the interests of those represented by the Committee. The firm's current hourly billing rates are: Mark C. Rose $350 Brian J. Porter $275 Jamie L. Nopper $320 Karin Powell $150 Dee Ann Wright $150 The range of current hourly billing rates for professionals is $275 to $450. McKay Burton will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Rose, Esq., a partner at McKay Burton, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McKay Burton can be reached at: Mark C. Rose, Esq. McKAY BURTON & THURMAN 15 West South Temple, Suite 1000 Salt Lake City, UT 84101 Tel: (801) 521-4135 Fax: (801) 521-4252 E-mail: mrose@mbt-law.com markcroselegal@gmail.com About NB Flats, DST NB Flats, DST filed its volunary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 24-21724) on April 16, 2024, listing $10,000,001 to $50 million in assets and $1,000,001 to $10 million in liabilities. Judge Peggy Hunt presides over the case. David P. Billings, Esq. at Fabian & Clendenin Dba Fabian Vancott represents the Debtor as counsel. NB FLATS: Hires Marcus & Millichap Real Estate as Broker -------------------------------------------------------- NB FLATS, DST seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Marcus & Millichap Real Estate Investment Services and Institutional Property Advisors, a division of Marcus & Millichap as broker. The firm will sell the Debtor's real property, Parcel Nos. 05-032-0007 and 05-032- 0015 on file with the Cache County Recorder's Office, commonly known as: 729 and 745 East 900 North in Logan Utah. The firm will be paid a commission of 1.5 percent of the gross sale proceeds. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel S. Shin, a partner at Marcus & Millichap Real Estate Investment Services and Institutional Property Advisors, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Daniel S. Shin Marcus & Millichap Real Estate Investment Services and Institutional Property Advisors 95 South State St. Suite 1280 Salt Lake City, UT 84111 Tel: (801) 736-2628 Fax: (801) 736-2600 About NB Flats, DST NB Flats, DST filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 24-21724) on April 16, 2024, listing $10,000,001 to $50 million in assets and $1,000,001 to $10 million in liabilities. Judge Peggy Hunt presides over the case. David P. Billings, Esq. at Fabian & Clendenin Dba Fabian Vancott represents the Debtor as counsel. NB FLATS: Seeks Court Nod to Sell Alpine Flats ---------------------------------------------- NB Flats, DST asked the U.S. Bankruptcy Court for the District of Utah to approve the sale of the Alpine Flats, a student housing in Logan. The Alpine Flats is NB's largest asset, which it scheduled at $10 million based on its broker's opinion of value. NB received a cash offer from Tyler Kohler who agreed to purchase the real property and furnishings for $9.1 million, and assume leases with renters who are mostly students at Utah State University. NB will use the proceeds to, among other things, pay the claim of Logan EPA, LLC. While NB disputes the amount of the claim, it agrees with Logan EPA that the latter has a "properly perfected senior interest" in the property, according to one of its attorneys, Douglas Payne, Esq., at Fabian Vancott. A court hearing is scheduled for June 25. About NB Flats, DST NB Flats, DST filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 24-21724) on April 16, 2024, listing $10,000,001 to $50 million in assets and $1,000,001 to $10 million in liabilities. Judge Peggy Hunt presides over the case. David P. Billings, Esq., at Fabian & Clendenin (doing business as Fabian Vancott) represents the Debtor as legal counsel. The U.S. Trustee for Region 19 appointed an investors committee in the Debtor's Chapter 11 case. NITRO FLUIDS: Seeks to Hire Bonds Ellis Eppich as Counsel --------------------------------------------------------- Nitro Fluids, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Bonds Ellis Eppich Schafer Jones LLP as counsel. The firm's services include: a. giving bankruptcy-related legal advice to the Debtors; b. assisting the Debtors in preparing applications, notices, motions, answers, orders, reports, schedules, statement of affairs, and other legal papers; c. assisting the Debtors in negotiating and formulating sale and/or plan documents; d. assisting the Debtors in preserving and protecting the value of the Debtors' estates; and e. performing all other legal services for the Debtors that may be necessary or appropriate in administering these Chapter 11 Cases. The firm will be paid at these rates: Attorneys $300 to $750 per hour Paraprofessionals $150 to $250 per hour The firm received from the Debtors a retainer of $200,000. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Joshua N. Eppich, Esq., a partner at Bonds Ellis Eppich Schafer Jones LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joshua N. Eppich, Esq. Bonds Ellis Eppich Schafer Jones LLP 420 Throckmorton Street, Suite 1000 Fort Worth, TX 76102 Tel: (817) 405-6900 Fax: (817) 405-6902 Email: bryan.assink@bondsellis.com harrison.pavlasek@bondsellis.com About Nitro Fluids, LLC Nitro Fluids, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. tex. Case No. 24-60018) on May 15, 2024, listing $50 million to $100 million in both assets and liabilities. The petition was signed by Brad Walker as chief restructuring officer. Judge Christopher M. Lopez presides over the case. Eric Thomas Haitz, Esq. at Bonds Ellis Eppich Schafer Jones LLP represents the Debtor as counsel. NITRO FLUIDS: Seeks to Hire Mr. Walker of Riverbend as CRO ---------------------------------------------------------- Nitro Fluids, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Brad Walker, LLC d/b/a Riverbend Special Situations Group to provide Brad Walker as chief restructuring officer. The firm's services include: (a) developing or validating forecasts and business plans and related assessments of a business’s strategic position; (b) monitoring and managing cash, cash flow, and supplier relationships; (c) assessing and recommending cost reduction and performance improvement strategies; (d) supporting capital raises and strategic transactions; (e) designing and negotiating financial restructuring packages; and (f) negotiating with stakeholders. The firm will be paid at these rates: Restructuring Advisor Hourly Rate: Brad Walker $525 per hour Stuart Morton $475 per hour Thomas Streeter $475 per hour Joseph Woods $375 per hour Restructuring and Advisory Hourly Rate: Managing Directors $375 to 475 per hour Directors $325 to 375 per hour Associates $225 to 275 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. Brad Walker, a partner at Brad Walker, LLC d/b/a Riverbend Special Situations Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: The firm can be reached through: Brad Walker Brad Walker, LLC d/b/a Riverbend Special Situations Group 12400 Coit Rd #900, Dallas, TX 75251, USA About Nitro Fluids, LLC Nitro Fluids, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. tex. Case No. 24-60018) on May 15, 2024, listing $50 million to $100 million in both assets and liabilities. The petition was signed by Brad Walker as chief restructuring officer. Judge Christopher M. Lopez presides over the case. Eric Thomas Haitz, Esq. at Bonds Ellis Eppich Schafer Jones LLP represents the Debtor as counsel. NP WILDCAT: Hires Colliers International as Real Estate Broker -------------------------------------------------------------- NP Wildcat TIC 1, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Colliers International AZ, LLC as real estate broker. The firm will market and sell the Debtor's real property known as Wildcat Canyon Village, consisting of 76 student housing units and located at 1050 E 8th Street, Tucson, AZ 85719. The firm will be paid a commission of 1.5 percent of the gross sales price. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brad Cooke Colliers International AZ, LLC 2390 East Camelback Road, Suite 100 Phoenix, AZ 85016 Tel: (602) 222-5000 About NP Wildcat TIC 1, LLC NP Wildcat is primarily engaged in renting and leasing real estate properties. NP Wildcat TIC 1, LLC in San Clemente, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-12657) on December 15, 2023, listing as much as $10 million to $50 million in both assets and liabilities. Patrick S. Nelson as manager, signed the petition. Judge Scott C Clarkson oversees the case. TUCKER ELLIS LLP serve as the Debtor's legal counsel. OCCY LABORATORY: Crescita to Acquire Non-Real Estate Assets ----------------------------------------------------------- Crescita Therapeutics Inc., a growth-oriented, innovation-driven Canadian commercial dermatology company, has agreed to acquire all of the non-real estate business assets of Occy Laboratory Inc., a Laval-based manufacturer and distributor of high-quality dermocosmetic products. The Transaction, conducted pursuant to the voluntary proceedings undertaken by Occy under the Bankruptcy and Insolvency Act, is expected to enhance Crescita's position in the Canadian skincare market by expanding its product offering and customer network and represents a further step in the execution of Crescita's growth plan. The acquired assets include Occy's manufacturing equipment, inventory, customer network and intellectual property. "This tuck-in acquisition aligns with our long-term vision to become a leading Canadian skincare company," stated Serge Verreault, President and CEO of Crescita. "We are pleased to expand our skincare portfolio with Aquafolia, Occy's lead product line. This brand's distinctive identity lies in its use of natural anti-aging biotechnologies to formulate high-performance skincare and is complementary to our existing portfolio. We believe that this transaction strengthens Crescita's position and product offering in our markets, underscoring our commitment to delivering exceptional skincare solutions to our customers. We look forward to leveraging the new assets to drive future growth and innovation," concluded Mr. Verreault. The Transaction received a Vesting and Approval Order rendered by the Quebec Superior Court at a sale approval hearing on June 19, 2024, and is expected to close shortly thereafter, subject only to customary closing conditions. Crescita will continue the commercial activities carried on by Occy prior to closing, while it integrates the Assets into its operations in the coming months. Crescita will provide financial information following the closing of the Transaction. About Crescita Therapeutics Inc. Crescita (TSX: CTX and OTC US: CRRTF) -- http://www.crescitatherapeutics.com-- is a growth-oriented, innovation-driven Canadian commercial dermatology company with in-house R&D and manufacturing capabilities. The Company offers a portfolio of high-quality, science-based non-prescription skincare products and a commercial stage prescription product. We also own multiple proprietary transdermal delivery platforms that support the development of patented formulations to facilitate the delivery of active ingredients into or through the skin. About Occy Laboratory Occy Laboratory Inc., a Laval, Quebec, Canada-based manufacturer and distributor of high-quality dermocosmetic products. ONITY GROUP: Egan-Jones Retains B Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on May 16, 2024, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Onity Group Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Salem, Oregon, Onity Group Inc. operates as a non-bank mortgage servicer and originator. OPTIO RX: Seeks to Hire Stretto as Claims and Noticing Agent ------------------------------------------------------------ Optio Rx, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Stretto, Inc. as its claims and noticing agent. The Debtor requires a claims and noticing agent to serve notices to creditors, equity security holders and other concerned parties, as well as provide computerized claims-related services. Stretto has requested and the Debtor has agreed to a $30,000 post-petition retainer. Sheryl Betance, a senior managing director at Stretto, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About Optio Rx, LLC Optio Rx, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11188) on June 7, 2024, listing $10,000,001 to $50 million in assets and $100,000,001 to $500 million in liabilities. William E. Chipman, Jr., Esq. at Chipman Brown Cicero & Cole, LLP represents the Debtor as counsel. OREGON CLEAN: S&P Assigns Prelim 'BB-' Rating on Sec. Term Loan B ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'BB-' issue rating and '1' recovery rating, to Oregon Clean Energy LLC's (OCE) proposed $410 million term loan B. OCE will use the proceeds to refinance debt and pay transaction-related fees and expenses. The preliminary '1' recovery rating indicates S&P's expectation for substantial (90%-100%; rounded estimate: 90%) recovery in a default scenario. S&P said, "Based on our view of industry factors, market-driven variables such as power demand and the pace and magnitude of the retirement of uneconomical units, and commodity and capacity pricing, we forecast a minimum and median debt service coverage ratio (DSCR) of 1.39x (including the post-refinancing period). The stable outlook reflects our expectation of high availability and dispatch, as well as spark spreads in the mid- to high-teens over the next few years. We expect the project to repay nearly $185 million of its debt through the term loan B period (2024-2030)." OCE is an 870-megawatt (MW) combined-cycle, gas-fired power plant in Oregon, Ohio, and the American Transmission Systems Inc. (ATSI) zone of the Pennsylvania-New Jersey-Maryland Interconnection (PJM) market. Ares EIF and I-Squared Capital own the project through a 50-50 joint venture. The proposed refinancing in tandem with strong tailwinds in the power sector is credit positive. OCE is raising $450 million to repay its senior secured term loan B and revolving credit facility, as well as cover transaction-related fees and expenses. The proposed issuance will consist of a $410 million senior secured term loan B with a term of six years and a senior secured revolving facility with a capacity of $40 million, expiring in five years. S&P said, "We also note that the proposed term loan B structure will require OCE to comply with a target debt balance requirement, which raises our expectation of cash sweeps relative to the existing term loan B." S&P said, "We view the proposed transaction as credit positive, largely in light of our expectation of higher debt paydown on the back of surge in power demand, as well as the potential refinancing risk pertaining to the credit facilities that mature in 2026. The proposed transaction will push maturity until 2030, which we believe is more than adequate for the project to deleverage its balance sheet via cash flow sweeps. We now forecast a minimum DSCR of 1.39x throughout its asset life and term loan B debt outstanding at maturity of about $225 million. Although the sponsor could choose a different refinancing structure, from 2030 we model a fully amortizing loan with a sculpted repayment profile and assume OCE will fully repay its debt by 2043." The project's highly efficient combined-cycle gas turbine puts it at the bottom of the dispatch stack, which leads to very high capacity factors. OCE, which uses two Siemens SGT6-8000H combustion turbines, is a relatively efficient combined-cycle plant compared to other existing generators in PJM, with a full load (annual average) heat rate of 6,700 Btu/kWh. This is lower than the ATSI five-year (2019-2023) on peak average heat rate of 10,750 Btu/kWh. This offers a competitive advantage due to its lower position in the supply stack than other inefficient units that set the margin in the near term, allowing it to dispatch under most market conditions and capture more of its energy margin. S&P notes that the facility's heat rate is a critical factor in determining profitability since it affects the cost of electricity production. The lower the heat rate, the more efficient the power plant, widening energy margins. S&P said, "Based on our view of current market dynamic in the western PJM ATSI zone, we forecast OCE will generate about $80 million-$85 million in average annual energy margins through term loan B maturity. This considers our expectation of capacity factors in the mid- to low-80% area and spark spreads in the mid- to high-teens over the next few years." OCE is well-positioned to take advantage of the changing market conditions that may put the facility in a critical balancing role as more renewable capacity enters the market. S&P said, "We note that coal and gas generators are at risk of rapidly retiring due to government and private-sector policies, as well as economics. At the same time, an aggressive buildout of renewable capacity is making the grid more volatile in the absence of long-duration and economic energy storage. We project most PJM additions will be renewable capacity over the next decade. As a result, intermittent renewable generators will account for more of the total energy production in PJM. New battery energy storage resources can partially satisfy the need for firm dispatchable capacity, without new gas capacity additions. We believe the role of flexible, dispatchable generators, such as OCE, will be essential to balance this shift in the system resource mix and higher energy output variability." OCE has access to multiple pipelines, which reduces fuel procurement risk. It has a contractual agreement to receive up to 280,000 million Btu (mmBtu) of natural gas supply per day on the Generation Pipeline Lateral, but it currently only requires less than 150,000 mmBtu. Average daily needs are about 120,000 mmBtu per day, 66,000 mmBtu of which is under firm gas transport contracts along the Panhandle Pipeline. In addition, the project has access to the ANR Pipeline, which provides further optionality. S&P notes that OCE pays the demand fee, compensation for the installation and maintenance cost of the Lateral and applies to the full capacity of the pipeline (280,000 dekatherms/day) even though the project only uses about half. This results in an incremental cost component, leading to higher fixed O&M cost than some of its peers'. S&P said, "The stable outlook reflects our expectation of adequate debt service coverage during the term loan B period, as well as a minimum DSCR of 1.39x during the project life, based on our assumptions, and forward-looking view of the energy and capacity prices in PJM's ATSI zone. We expect the project to repay nearly $185 million, its debt through the term loan B period (2024-2030)." S&P will consider a negative rating action if OCE cannot maintain a DSCR above 1.35x on a sustained basis. This could occur if: -- Weaker realized spark spreads, lower PJM capacity prices, and unplanned outages substantially affect generation; -- Economic factors cause the power plants to dispatch materially less than our base-case expectation; or -- The project's excess cash flow does not translate into expected debt paydown, leading to a higher-than-expected debt balance of $225 million at maturity. Although unlikely in the near term, S&P could raise the rating if: -- S&P expects the project will maintain a minimum base-case DSCR greater than 1.8x in all years, including the post-refinancing period; and -- Debt repayment well exceeds our forecast due to factors such as improved energy margins, higher dispatch, and substantially improved capacity pricing, leading to lower-than-expected debt outstanding at term loan B maturity. OSHKOSH REFURB: Amends Bank First Claim Pay; Plan Hearing July 23 ----------------------------------------------------------------- Oshkosh Refurb, Inc., and Extreme Customs, LLC, submitted a Second Amended Joint Disclosure Statement describing Second Amended Joint Plan of Reorganization dated June 4, 2024. On March 26, 2024, Creditor the Department of Treasury – Internal Revenue Service ("IRS") filed an Amended Claim No. 1 in Case No. 23- 25770-beh asserting a $125,645.42.04 unsecured claim, of which $106,704.62 was entitled to priority under Section 507(a)(8) of the Bankruptcy Code. Customs filed a claim objection to the entirety of the IRS's claim. The IRS has provided written assurance to the Debtors that it will amend its priority claim to $11,146 in the month of June, 2024. The $11,146 priority claim will be paid in full 120 days after the Confirmation Date. Class 1 consists of the Secured Claim of Bank First NA. As to Customs and Refurb, Bank First is projected to have an Allowed Secured Claim of $4,462,569.41 after the claims are adjudicated (the amount reflected in Bank First's amended proofs of claim, minus the prepayment penalties objected to by the Debtors). The Debtors retain their rights to further object to Bank First's proofs of claim in any other respect, including but not limited to, Bank First's claim for $96,535.46 in attorneys' fees and costs. As to the line of credit ending 0409, commencing 30 days after the Effective Date of the Plan, the Debtors will make 83 monthly payments in the amount of $19,982 including interest at the rate of 9.50% per annum based on a 10-year amortization with a final 84th payment of the balance due. As to the SBA-guaranteed real estate construction loan agreement and promissory note ending 6503, commencing 30 days after the Effective Date of the Plan, the Debtors will continue to make monthly payments this loan on the same terms as the promissory note dated September 15, 2020, except as modified herein. The monthly loan payment shall be $17,142 including interest at the rate of 4.35% per annum. Like in the prior iteration of the Plan, the Debtors will pay all Allowed Unsecured Claims in 48 equal monthly installments as to each Creditor's Claim commencing 30 days after the Effective Date of the Plan. The Debtors may prepay the Class 5 Claimants at any time without penalty and at the Debtors' discretion. The Debtors will make all payments contemplated under the Plan through a combination of (a) cash generated from the business income of the Reorganized Extreme Customs, LLC; (b) cash received from payments of the City of Oshkosh's contribution to Reorganized Oshkosh Refurb, Inc.; and (c) any other sources, including but not limited to recoveries from other assets identified in the Schedules and recoveries on claims. The Bankruptcy Court will consider confirmation of the Plan at a hearing scheduled for July 23, 2024 at 1:00 PM in Courtroom 150 of the United States Courthouse located at 517 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, or as otherwise ordered by the Court. Any party entitled to vote to accept or reject the Plan must return their ballot on or before July 3, 2024 or it will not be counted. Objections to confirmation of the Plan must be filed on or before July 8, 2024. A full-text copy of the Second Amended Disclosure Statement dated June 4, 2024 is available at https://urlcurt.com/u?l=OBuN97 from PacerMonitor.com at no charge. Counsel for the Debtors: Paul G. Swanson, Esq. Peter T. Nowak, Esq. Michael C. Jurkash, Esq. SWANSON SWEET LLP 107 Church Avenue Oshkosh, WI 54901 Tel: (920) 235-6690 Fax: (920) 426-5530 E-mail: pswanson@swansonsweet.com pnowak@swansonsweet.com mjurkash@swansonsweet.com About Oshkosh Refurb Oshkosh Refurb, Inc., is a single asset real estate entity that owns and leases the real estate to Extreme Customs, LLC, upon which Customs operates. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wisc. Case No. 23-25769) on Dec. 15, 2023. In the petition signed by Tyler G. Reilly, chairman and sole shareholder, the Debtor disclosed up to $10 million in both assets and liabilities. Paul G. Swanson, Esq., at Swanson Sweet LLP, is the Debtor's legal counsel. OWENS & MINOR: Egan-Jones Retains BB- Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on May 23, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Owens & Minor, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Virginia, Owens & Minor, Inc. distributes medical and surgical supplies throughout the United States. PACE ROSEWOOD: Seeks to Hire CHDB Law LLP as Bankruptcy Counsel --------------------------------------------------------------- Pace Rosewood Association, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire CHDB Law LLP as its bankruptcy counsel. The firm's services include: (a) advising and assisting the Debtor with respect to the obligations and limitations imposed upon it as a debtor in bankruptcy; (b) advising the Debtor with respect to the continued operation of its business while in bankruptcy; (c) advising the Debtor with respect to the treatment of claims against its bankruptcy estate and the assumption or rejection of executory contracts; (d) preparing pleadings and applications and attending all hearings and examinations necessary to the proper administration of the Debtor’s Bankruptcy Case and any related proceedings; (e) advising and assisting the Debtor in the formulation and presentation of a plan of reorganization; and (f) providing any other necessary action concerning any of the above-mentioned matters. The firm's rates currently range between $250 and $495 per hour. As disclosed in the court filings, CHDB qualifies as a disinterested party within the meaning of 11 U.S.C. Sec. 101 and does not hold or represent an interest adverse to the Debtor's estate. The firm can be reached through: Chad P. Miesen, Esq. Edith I. Rudder, Esq. CHDB LAW LLP 1400 East Southern Avenue, Suite 400 Tempe, Arizona 85282-5691 Telephone: (480) 427-2800 Facsimile: (480) 427-2801 Email: Chad.Miesen@chdblaw.com Eadie.Rudder@chdblaw.com About Pace Rosewood Association Pace Rosewood Association is a condominium management association. Pace Rosewood Association, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04588) on June 7, 2024, listing $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. The petition was signed by Michael Peck as president. Chad P. Miesen, Esq. at Chdb Law LLP represents the Debtor as counsel. PARLEMENT TECHNOLOGIES: Taos David J. Merrill as Special Counsel ---------------------------------------------------------------- Parlement Technologies, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ David J. Merrill P.C. as its special counsel. The professional services that the firm will render to the Debtor may include appearances in court, filing and responding to motions, discovery issues, and any other issues arising from or related to the Nevada Litigation (John Matze v. Parler LLC, NDMAscendant, LLC, Jeffrey Wernick, Mark Meckler, Dan Bongino, Rebekah Mercer, et al. in the Eighth Judicial District Court, Clark County, Nevada, assigned case no. A-21-831556-B). David Merrill, Esq., the attorney primarily responsible for this engagement, will be compensated at his hourly rate of $475 and reimbursed for work-related expenses incurred. Mr. Merrill disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David J. Merrill, Esq. David J. Merrill, PC 10161 Park Run Drive, Suite 150 Las Vegas, NV 89145 Telephone: (702) 566-1935 About Parlement Technologies, Inc. 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. PEBBLEBROOK HOTEL: Egan-Jones Retains BB- Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on May 14, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Pebblebrook Hotel Trust. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Maryland, Pebblebrook Hotel Trust is an internally managed hotel investment company that acquires and invests in hotel properties located in large United States cities, with an emphasis on major coastal markets. PEGASUS HOME: Names Hugh Rovit as CEO Following Bankruptcy Exit --------------------------------------------------------------- Pegasus Home Fashions, LLC, a manufacturer and distributor of bed pillows and utility bedding products, has named industry veteran Hugh Rovit as Chief Executive Officer. "The board is thrilled to have Hugh join Pegasus at this exciting inflection point for the Company," said Matthew Kahn, lead independent director. "His experience transitioning and scaling consumer-facing businesses to industry leadership stature perfectly syncs with our exit from bankruptcy with plenty of growth capital to drive customer revenue across all distribution channels." Mr. Rovit joins Pegasus having served as chief executive officer of two home textile businesses -- Ellery Homestyles, the leading manufacturer and distributor of branded and private label functional window curtains from 2013 to 2019 and earlier with Sure Fit, the manufacturer and distributor of home furnishing products from 2006 to 2012 -- before the sale of those companies to other industry buyers. Since 2020, he served as CEO of S'well, the distributor and marketer of reusable hydration bottles and MISSION, the distributor and marketer of cooling and heat relief products. Mr. Rovit also has served on the board of directors of more than 11 consumer durable businesses since 2004, including a directorship with Spectrum Brands since 2010. "I'm very excited to return to home textiles with the Pegasus franchise," Mr. Rovit said. "My passion and experience in accelerating growth for founder-owned companies by topgrading management and functional expertise, invigorating innovative product development and deploying systems to drive efficiencies and productivity improvements throughout the supply chain will raise standards that exceed the expectations of our retail partners, our employees and most importantly the end-consumer. Pegasus concluded a transformation through the bankruptcy process with utmost transparency to all stakeholders and now with ample liquidity, we are poised for a steep and sustainable growth trajectory." About Pegasus Home Fashions Pegasus Home Fashions Inc., is a manufacturer of house furnishing products based in Elizabeth, N.J. Pegasus and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11236) on Aug. 24, 2023. In the petition filed by its chief executive officer, Timothy Boates, Pegasus reported $100 million to $500 million in both assets and liabilities. The Debtors tapped Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; SSG Advisors, LLC as investment banker; Reindeer Consulting Group, LLC as tax consultant; Prager Metis CPAs, LLC as tax preparer and tax services provider; and Timothy Boates of RAS Management Advisors, LLC as interim chief executive officer. Epiq Corporate Restructuring, LLC serves as the Debtors' administrative advisor and notice, claims, solicitation and balloting agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Lowenstein Sandler, LLP and Morris James, LLP serve as the committee's bankruptcy counsel and Delaware counsel, respectively. * * * The Company filed for bankruptcy protection with a stalking horse credit bid from an affiliate of Blue Torch Capital LP in August 2023 to secure additional funding and explore available alternatives to the stalking horse proposal. With no competing bids received, the Company cancelled an auction and proceeded with the Blue Torch offer. The transaction closed in December 2023. Blue Torch is a direct lender and investment manager that seeks to invest in middle-market companies. PHOENIX MITCHELL: Hires Payne Law Firm as Co-Counsel ---------------------------------------------------- Phoenix Mitchell Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ Payne Law Firm as co-counsel. The firm will provide these services: a. advise and consult with the Debtor-in-Possession regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor-in-possession; b. evaluate and attack claims of various creditors who may assert security interest in the assets and who may seek to disturb the continuing operation of the business; c. appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs state of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contract, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; e. advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning Debtor which arise out of order follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of Debtor as they become necessary in this proceeding. The firm will be paid at these rates: Jerome C. Payne $400 per hour Associates $200 per hour Paralegals $175 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jerome C. Payne, Esq., a partner at Payne Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jerome C. Payne, Esq. Payne Law Firm 3525 Ridge Meadow Parkway Suite 100 Memphis, TN 38115 Tel: (901) 794-0884 About Phoenix Mitchell Trucking, LLC Phoenix Mitchell Trucking, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 24-11345) on May 10, 2024, with $500,001 to $1 million in both assets and liabilities. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. PITNEY BOWES: Egan-Jones Retains B- Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on May 10, 2024, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Pitney Bowes Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Stamford, Connecticut, Pitney Bowes Inc. sells, finances, rents, and services integrated mail and document management systems. PIZZA PALS: Seeks to Hire Quatrro Business as Bookkeeper -------------------------------------------------------- Pizza Pals LP and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Quatrro Business Support Services Inc. as bookkeeper. The firm will provide these services: -- GL Accounting and Financial Statement Preparation; -- Bank Reconciliation; -- Accounts Payable; -- Accounts Receivable; -- Cash Deposit Verification; -- Credit Card Deposit Verification; -- 3rd Party Delivery Reconciliation; -- Sales Tax Preparation & Filing; -- Accounting Service for G&A. The firm will be paid $350 per period per location. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In addition, the firm will seek reimbursement for its out-of-pocket expenses. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lisa Sharp Quatrro Business Support Services Inc. 1850 Parkway Marietta, GA 30067 Tel: (866) 622-7011 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. PLYMOUTH EDUCATIONAL: S&P Withdraws 'D' Rating on Revenue Bonds --------------------------------------------------------------- S&P Global Ratings withdrew its 'D' rating on Plymouth Educational Center Charter School, Mich.'s series 2005 public school academy revenue and refunding bonds as the school will be closing as of June 30, 2024. "Plymouth's closure follows the decision of the authorizer, Central Michigan University, to not renew the school's charter due to a long history of academic underperformance placing the school in the state's bottom 5%, as reflected in its status as a partnership district under the Michigan Department of Education, combined with an inability to demonstrate long-term financial viability with significant fixed operating and debt service costs relative to declining enrollment," said S&P Global Ratings credit analyst Avani Parikh. For the 2023-2024 school year Plymouth enrolled about 400 students in grades kindergarten through eight. PPGE ALAMO: Case Summary & 18 Unsecured Creditors ------------------------------------------------- Debtor: PPGE Alamo, LLC Quality Inn & Suites Downtown San Antonio 14090 SW Freeway Ste 300 Sugar Land, TX 77478 Business Description: The Debtor is a hotel operator in Sugarland, Texas. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-51143 Judge: Hon. Craig A. Gargotta Debtor's Counsel: Ronald Smeberg, Esq. THE SMEBERG LAW FIRM 4 Imperial Oaks San Antonio TX 78248-1609 Tel: (210) 695-6684 Email: ron@smeberg.com Total Assets as of May 31, 2024: $4,054,391 Total Liabilities as of May 31, 2024: $4,480,906 The petition was signed by Zameer Upadhya as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7UNUTPY/PPGE_Alamo_LLC__txwbke-24-51143__0001.0.pdf?mcid=tGE4TAMA PREMIER CAR WASH EASLEY: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Premier Car Wash Easley, LLC 6300 Calhoun Memorial Hwy Easley SC 29640 Business Description: The Debtor owns and operates a car wash business. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court District of South Carolina Case No.: 24-02205 Debtor's Counsel: Christine E. Brimm, Esq. BARTON BRIMM, PA P.O. Box 14805 Myrtle Beach, SC 29587 Tel: 803-256-6582 Email: cbrimm@bartonbrimm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald B. Jennings, Jr. as member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VTL2BZY/Premier_Car_Wash_Easley_LLC__scbke-24-02205__0001.0.pdf?mcid=tGE4TAMA PREMIER CAR: Case Summary & Six Unsecured Creditors --------------------------------------------------- Debtor: Premier Car Wash Seneca, LLC 1004 Bypass 123 Seneca, SC 29678 Business Description: The Debtor owns and operates a car wash business. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court District of South Carolina Case No.: 24-02225 Judge: Hon. Helen E Burris Debtor's Counsel: Robert H. Cooper, Esq. THE COOPER LAW FIRM 1610 Gowdeysville Road Gaffney, SC 29340 Tel: 864-271-9911 Fax: 864-232-5236 E-mail: rhcooper@thecooperlawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald B. Jennings, Jr as managing member. 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/YPAEDWQ/Premier_Car_Wash_Seneca_LLC__scbke-24-02225__0001.0.pdf?mcid=tGE4TAMA PRO CIV CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: PRO CIV Construction, LLC 3010 LBJ Freeway Suite 1230 Dallas, TX 75232 Business Description: The Debtor offers demolition services, storm water pollution prevention, mass grading, clearing, soil stabilization, and aggregate installation. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-31811 Judge: Hon. Stacey G Jernigan Debtor's Counsel: Eric T. Haitz, Esq. BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton Street, Suite 1000 Fort Worth, TX 76102 Tel: 817-405-6900 Email: eric.haitz@bondsellis.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kyle Lenamond as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QK2RI3Y/PRO_CIV_CONSTRUCTION_LLC__txnbke-24-31811__0001.0.pdf?mcid=tGE4TAMA PROCOM SERVICES: Hires BransonLaw PLLC as Counsel ------------------------------------------------- PROCOM Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC as counsel. The firm will provide these services: a. prosecute and defend any causes of action on behalf of the Debtor; prepare, on behalf of the Debtor, all necessary applications, motions, reports and other legal papers; b. assist in the formulation of a plan of reorganization; and c. provide all other services of a legal nature. The firm will be paid from $200 to $655 per hour. The firm received an advanced retainer in the amount of $6,366.50 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey S. Ainsworth, Esq., a partner at BransonLaw, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. Flentke Legal Consulting, PLLC, BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Tel: (407) 894-6834 Fax: (407) 894-8559 Email: jeff@bransonlaw.com jacob@flentkelegal.com About PROCOM Services, Inc. Procom Services, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02414) on May 14, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Lori V. Vaughan presides over the case. Jeffrey Ainsworth, Esq., at Bransonlaw PLLC represents the Debtor as bankruptcy counsel. QUANTUM COMPUTING: Financial Strain Raises Going Concern Doubt -------------------------------------------------------------- Quantum Computing, Inc. disclosed in its Unaudited Condensed Consolidated Financial Information for the three months ended March 31, 2024 and 2023 that substantial doubt exists about its ability to continue as a going concern for a period of 12 months. According to the Company, for the period ended March 31, 2024, the Company had $27,325 in revenues, a net loss of $6,906,381, compared to a net loss of 8,506,139 for three months ended March 31, 2023, and had net cash used in operations of $4,441,962. Additionally, as of March 31, 2024, the Company had working capital of $4,332,526 and an accumulated deficit of $156,624,834. Successful completion of the Company's development program and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company's patent applications and ultimately achieving a level of sales adequate to support the Company's cost structure. However, there can be no assurances that the Company will be able to secure additional equity investments or achieve an adequate sales level. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1758009/000121390024051804/ea0207616-8k_quantum.htm About Quantum Computing Inc. Quantum Computing Inc. (QCi) (Nasdaq: QUBT) is an innovative, integrated photonics company that provides accessible and affordable quantum machines to the world today. QCi products are designed to operate at room temperature and low power at an affordable cost. The Company's portfolio of core technology and products offer unique capabilities in the areas of high-performance computing, artificial intelligence, cybersecurity as well as remote sensing applications. As of March 31, 2024, the Company has $83,064,959 in total assets, $3,800,869 in total liabilities, and $79,264,090 in total stockholders' equity. QUANTUM COMPUTING: Replaces BF Borgers With BPM LLP as Auditor -------------------------------------------------------------- Quantum Computing Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that effective June 6, 2024, the Audit Committee of the Board of Directors of the Company appointed BPM LLP as the Company's independent registered public accounting firm to re-audit the Company's consolidated financial statements for the years ended December 31, 2022 and 2023, as well as to audit the Company's consolidated financial statements for the current fiscal year ending December 31, 2024. As previously reported, effective May 3, 2024, the Company dismissed BF Borgers CPA PC as its independent registered public accounting firm. On May 3, 2024, the Securities and Exchange Commission issued an order reporting that it had settled administrative and cease-and-desist proceedings against the Company's former auditor, BF Borgers, and its sole audit partner, Benjamin F. Borgers CPA, permanently barring BF Borgers and Mr. Borgers from appearing or practicing before the Commission as an accountant. Due to the foregoing and the Company's transition to a new auditor, the Company will not be able to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, on a timely basis, and is instead furnishing its unaudited condensed consolidated interim financial statements for the period ending March 31, 2024 in an effort to be transparent with its investors. The Company plans to file its Quarterly Report on Form 10-Q for the period ended March 31, 2024 as soon as practicable after completion of its new independent registered public accounting firm's audit of the Company's consolidated financial statements for its 2023 fiscal year. During the fiscal years ended December 31, 2022 and 2023, or during any subsequent interim period prior to the engagement of BPM, neither the Company nor anyone on its behalf consulted with BPM with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that BPM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a "disagreement" within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions or a "reportable event" with the meaning of Item 304(a)(1)(v) of Regulation S-K. About Quantum Computing Inc. Quantum Computing Inc. (QCi) (Nasdaq: QUBT) is an innovative, integrated photonics company that provides accessible and affordable quantum machines to the world today. QCi products are designed to operate at room temperature and low power at an affordable cost. The Company's portfolio of core technology and products offer unique capabilities in the areas of high-performance computing, artificial intelligence, cybersecurity as well as remote sensing applications. As of March 31, 2024, the Company has $83,064,959 in total assets, $3,800,869 in total liabilities, and $79,264,090 in total stockholders' equity. The Company cautioned in its Unaudited Condensed Consolidated Financial Information for the three months ended March 31, 2024 and 2023 that substantial doubt exists about its ability to continue as a going concern for a period of 12 months. According to the Company, for the period ended March 31, 2024, the Company had $27,325 in revenues, a net loss of $6,906,381, compared to a net loss of 8,506,139 for three months ended March 31, 2023, and had net cash used in operations of $4,441,962. Additionally, as of March 31, 2024, the Company had working capital of $4,332,526 and an accumulated deficit of $156,624,834, and its management gave the opinion that these conditions raise substantial doubt about the Company's ability to continue as a going concern. R&N EASLEY: Case Summary & Three Unsecured Creditors ---------------------------------------------------- Debtor: R&N Easley, LLC 6309 Calhoun Memorial Highway Easley, SC 29640 Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court District of South Carolina Case No.: 24-02223 Judge: Hon. Helen E Burris Debtor's Counsel: Robert H. Cooper, Esq. THE COOPER LAW FIRM 1610 Gowdeysville Road Gaffney, SC 29340 Tel: 864-271-9911 Fax: 864-232-5236 Email: rhcooper@thecooperlawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald B. Jennings Jr. as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/33UCCNI/RN_Easley_LLC__scbke-24-02223__0001.0.pdf?mcid=tGE4TAMA RANGE RESOURCES: Egan-Jones Retains BB Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on May 2, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Range Resources Corporation. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Fort Worth, Texas, Range Resources Corporation is an independent oil and gas company that explores, develops, and acquires oil and gas properties. REGAL PRESS: Hires Donovan Sullivan & Ryan as Counsel ----------------------------------------------------- The Regal Press, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Donovan, Sullivan & Ryan, P.A. as counsel. The firm services include: a. assisting the Debtor throughout the years with any accounting issues or questions that arise, such as the property way to account for certain revenues and purchases; b. reviewing the Debtor’s internal ledger system and recommending necessary adjustments and reclassifications at the close of the fiscal year; c. preparing and filing corporate income tax returns; d. responding to correspondence from the Internal Revenue Services or the Massachusetts Department of Revenue and representing the Debtor in the event of a more formal audit; e. reviewing Monthly Operating Reports prepared by the Debtor prior to filing with the United States Trustee; and f. other related services customarily provided by DSR as the Debtor may request. The firm will be paid at the rate of $300. In addition, the firm will seek reimbursement for its out-of-pocket expenses. John F. Marino, CPA, a partner at Donovan, Sullivan & Ryan, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John F. Marino, CPA Donovan, Sullivan & Ryan, P.A. One University Avenue, Suite 2A North Westwood, MA 02090 Tel: (781) 329-1690 Fax: (781) 329-3002 Email: info@dsrcpa.com About The Regal Press, Inc. The Regal Press, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-10485) on March 13, 2024. In the petition signed by William N. Duffey, Jr., president, the Debtor disclosed up to $10 million in assets and up to $20 million in liabilities. Judge Christopher J. Panos oversees the case. D. Ethan Jeffery, Esq., at MURPHY & KING, PROFESSIONAL CORPORATION, represents the Debtor as legal counsel. ROBERTSHAW US: Bankruptcy Court Approves 363 Asset Sale ------------------------------------------------------- Robertshaw US Holding Corporation, a global design, engineering, and manufacturing company, received approval from the United States Bankruptcy Court for the Southern District of Texas pursuant to Section 363 of the United States Bankruptcy Code, for the sale of substantially all of its assets to an entity formed by certain existing lenders and its sponsor. The Sale Transaction will eliminate approximately $660 million of debt and is expected to provide Robertshaw with the financial flexibility to invest in growth across key markets, and better serve its global customer base with its best-in-class products. "With our strengthened financial footing, we are well-positioned to further solidify our position as the global market leader in design, engineering, and manufacturing of flow control components, systems, and technologies, and further invest in innovating safe and reliable solutions and cutting-edge technologies," said John Hewitt, Chief Executive Officer, Robertshaw. "We look forward to serving as an even better partner to our valued customers, vendors, suppliers, and partners as we remain focused on delivering best-in-class service and products to our customers that increase safety, improve productivity, and protect the environment." The Company is working to close the Sale Transaction on an expedited timeline, subject to customary closing conditions. Upon consummation of the Sale Transaction, agreements and contracts will be transferred and Robertshaw is expected to continue operating as usual. The Court's approval of the sale comes on the heels of a successful litigation ruling where Judge Lopez ruled in favor of Robertshaw's position and certain of its lenders and sponsor. The Court's ruling reaffirmed the Company's arguments regarding the critical issue of required lender status and marked a landmark victory for Robertshaw, paving the way for today's approval of the Sale Transaction. By leveraging the Chapter 11 process and a well-thought-out strategy, Robertshaw swiftly moved through the process and is now well-positioned for long-term growth. About Robertshaw US Holding Corp. Robertshaw US Holding Corp., along with its affiliates, is a global leader in designing and manufacturing innovative control systems and components for the appliance and HVAC industries. Robertshaw US Holding and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024, with $500 million to $1 billion in assets and liabilities. John Hewitt, chief executive officer, signed the petitions. The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment banker and financial advisor; and KPMG, LLP as accountant, tax advisor and auditor. Kroll Restructuring Administration, LLC is the claims, noticing, solicitation and balloting agent. ROBERTSHAW US: Plan Exclusivity Period Extended to Oct. 14 ---------------------------------------------------------- Judge Christopher Lopez of the U.S. Bankruptcy Court for the Southern District of Texas extended Robertshaw US Holding Corp. and its affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to October 14 and December 11, 2024, respectively. As shared by Troubled Company Reporter, the Debtors, along with their non-Debtor affiliates (collectively, "Robertshaw"), are a global leader in designing and manufacturing innovative control systems and components for the appliance and HVAC industries. The Debtor claims that the complexity of the issues that the Debtors are working to resolve and the progress that they have made in the chapter 11 cases for instance, entering into the RSA with the Ad Hoc Group and ORC, commencing a competitive marketing and sale process, obtaining postpetition financing through the approval of the DIP Facility, initiating mediation with various parties in interest and reaching settlement with certain stakeholders warrants an extension of the Exclusive Periods. Finally, termination of the Exclusive Periods would adversely impact the Debtors' efforts to preserve and maximize the value of their estates and progress the chapter 11 cases. Such termination may disincentivize creditors and other stakeholders from negotiating with the Debtors and would certainly undermine the Debtors' efforts toward a consensual chapter 11 plan. Moreover, the proposal and solicitation of any competing plan would greatly complicate and increase the cost of administering the chapter 11 cases. Counsel for the Debtors: Timothy A. ("Tad") Davidson II, Esq. Ashley L. Harper, Esq. Philip M. Guffy, Esq. HUNTON ANDREWS KURTH LLP 600 Travis Street, Suite 4200 Houston, TX 77002 Telephone: 713-220-4200 Email: taddavidson@HuntonAK.com ashleyharper@HuntonAK.com pguffy@HuntonAK.com - and - George A. Davis, Esq. George Klidonas, Esq. Adam S. Ravin, Esq. Misha E. Ross, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Telephone: (212) 906-1200 Email: george.davis@lw.com george.klidonas@lw.com adam.ravin@lw.com misha.ross@lw.com About Robertshaw US Holding Corp. Robertshaw US Holding Corp., along with its affiliates, is a global leader in designing and manufacturing innovative control systems and components for the appliance and HVAC industries. Robertshaw US Holding and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024, with $500 million to $1 billion in assets and liabilities. John Hewitt, chief executive officer, signed the petitions. The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment banker and financial advisor; and KPMG, LLP as accountant, tax advisor and auditor. Kroll Restructuring Administration, LLC is the claims, noticing, solicitation and balloting agent. RYDER SYSTEM: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on May 21, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Ryder System, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Miami, Florida, Ryder System, Inc. provides a continuum of logistics, supply chain, and transportation management solutions worldwide. SAM ASH: Seeks to Tap Cole Schotz as Bankruptcy Counsel ------------------------------------------------------- Sam Ash Music Corporation seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Cole Schotz P.C. as counsel. The firm will render these services: (a) advise the Debtors of their rights, powers, and duties as debtors in possession in continuing to operate and manage their assets and business; (b) prepare such administrative and procedural applications and motions as may be required for the sound conduct of the case; (c) prepare on the Debtors' behalf all necessary and appropriate applications, motions, pleadings, orders, notices, petitions, schedules, and other documents to be filed in the Debtors' chapter 11 cases; (d) advise the Debtors concerning, and prepare responses to, applications, motions, pleadings, notices, and other pleadings or documents which may be filed in their chapter 11 cases; (e) counsel the Debtors in their effort to sell all or substantially all their assets pursuant to section 363 of the Bankruptcy Code and in connection with the formulation, negotiation and promulgation of a chapter 11 plan; (f) review the nature and validity of agreements relating to Debtors' business operations and advise the Debtors in connection therewith; (g) advise the Debtors concerning the actions they might take to collect and recover property for the benefit of their estate; (h) review the nature and validity of liens asserted against the Debtors and advise as to the enforceability thereof; (i) review objections to claims; and (j) perform all other legal services for and on behalf of the Debtors which may be necessary or appropriate in the administration of their chapter 11 cases and fulfillment of their duties as debtors in possession. The firm will be paid at these rates: Members $600 to $1,475 per hour Special Counsel $620 to $750 per hour Associates $375 to $645 per hour Paralegals $260 to $440 per hour Litigation Support Specialists $405 to $510 per hour Cole Schotz received a retainer in the amount of $293,137.84. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Cole Schotz represented the Debtors pre-petition for approximately seven (7) weeks prior to the Petition Date. During that time, Cole Schotz did not raise its billing rates. The material financial terms for the pre-petition engagement remain the same as those disclosed in the Application, as that engagement was undertaken on an hourly-fee basis. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. Cole Schotz shared its budgets and staffing plan with the Debtors and will file its budgets and staffing plans in connection with any and all applications for interim and final compensation it files these chapter 11 cases. Michael Sirota, Esq., a partner at Cole Schotz P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael D. Sirota, Esq. Cole Schotz P.C. Court Plaza North 25 Main Street Hackensack, NJ 07601 Telephone: (201) 489-3000 Facsimile: (201) 489-1536 Email: msirota@coleschotz.com About Sam Ash Music Corp. Sam Ash Music Corporation operates a chain of musical instrument retail stores. The Company offers guitars, basses, band and orchestra, drums, keyboards, live sound, recording gear, dj and lighting. Sam Ash Music serves customers throughout the United States. Sam Ash Music Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-14727) on May 9, 2024. In the petition filed by Jordan Meyers, as chief restructuring officer, the Debtor said estimated assets are between $100 million and $500 million and estimated liabilities are between $100 million and $500 million. The Honorable Bankruptcy Judge Stacey L. Meisel oversees the case. The Debtors tapped Cole Schotz P.C. as counsel; SierraConstellation Partners LLC as financial advisor; and Capstone Capital Markets, LLC as investment banker. SAM ASH: Taps Capstone Capital Markets as Investment Banker ----------------------------------------------------------- Sam Ash Music Corporation seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Capstone Capital Markets, LLC as investment banker. The firm's services include: a. formulating a market strategy for a Transaction; b. preparing a Confidential Information Memorandum, management presentations, and other marketing materials for use in the Transaction process; c. identifying and contacting potential strategic and/or financial acquirers (Prospective Acquirers); d. coordinating the receipt and comparison of any offers or proposals forthcoming from Prospective Acquirers; e. assessing and analyzing proposed valuations, transaction structures and related terms and conditions; f. providing the Debtor (and its stakeholders) with periodic status reports and be available to the Debtor and its advisors at all reasonable times to discuss any matters relating to the Transaction; g. conducting an auction, if necessary, under Section 363 of the Bankruptcy Code; h. negotiating and consummating definitive agreements, including where appropriate, responding to the Debtor's reasonable requests for assistance. The firm will be compensated as follows: a. Engagement Retainer: a non-refundable retainer of $75,000 payable upon the execution of this Agreement (the "Retainer"). The Retainer paid by the Debtor to Capstone shall be fully credited against the Transaction Fee; provided, however, that Capstone shall be entitled to the Minimum Transaction Fee or the Alternative Minimum Transaction Fee, as applicable. b. Transaction Fee: In the case of an out-of-court restructuring, upon the closing of a Transaction, or in the case of an in-court restructuring, upon the consummation of a Transaction pursuant to an Order of the Bankruptcy Court or other applicable court, Capstone shall receive a cash fee (the "Transaction Fee") equal to the following: a) 3.0 percent of the Aggregate Transaction Value; provided, that, under no circumstances shall the Transaction Fee be less than $850,000 even after the application of any Retainer credit (the "Minimum Transaction Fee"); b) In the event that a Prospective Acquirer listed on Appendix B is successful in consummating the Transaction, the Transaction Fee shall be reduced by 25 percent provided that under no circumstances shall the Transaction Fee payable at closing be less than $700,000 even after the application of any Retainer credit if one of the Prospective Acquirers on Appendix B is the successful acquirer (the "Alternative Minimum Transaction Fee"). c) In the event that the Debtor's senior secured lender, Tiger Finance, LLC ("Tiger") (or its designee) is successful in consummating a Transaction as a credit bidder in the Debtor's bankruptcy proceedings, and no other party outbids Tiger in connection with consummation of that Transaction, the Transaction Fee shall be the Retainer plus $300,000. If a party outbids Tiger, but Tiger is nonetheless the successful bidder and consummates a Transaction as a credit bidder in the Debtor's bankruptcy proceedings, the Transaction Fee shall be determined pursuant to subsections a) or b), above as applicable. c. Expert Valuation Work Fee: To the extent a scope of work is requested by the Debtor outside of the Transaction Services, Capstone shall be separately compensated at its current hourly rates described below for, by way of example, any expert valuation work, including diligence and drafting an expert valuation report in connection therewith. Managing Director $775 to $875 Director $675 to $725 Vice President $625 to $675 Associate $550 to $625 Analyst $450 to $500 d. In addition, the Debtor agrees to reimburse Capstone for all reasonable and documented out-of-pocket expenses incurred related to the Transaction Services and Transaction described in the Engagement Agreement. Jamie Lisac, managing director at the investment banking firm of Capstone, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jamie Lisac Capstone Capital Markets LLC 176 Federal St. 3rd Floor Boston, MA 02110 Tel: (617) 619-3300 Email: jlisac@capstonepartners.com About Sam Ash Music Corp. Sam Ash Music Corporation operates a chain of musical instrument retail stores. The Debtor offers guitars, basses, band and orchestra, drums, keyboards, live sound, recording gear, dj and lighting. Sam Ash Music serves customers throughout the United States. Sam Ash Music Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-14727) on May 9, 2024. In the petition filed by Jordan Meyers, as chief restructuring officer, the Debtor said estimated assets are between $100 million and $500 million and estimated liabilities are between $100 million and $500 million. The Honorable Bankruptcy Judge Stacey L. Meisel oversees the case. The Debtors tapped Cole Schotz P.C. as counsel; SierraConstellation Partners LLC as financial advisor; and Capstone Capital Markets, LLC as investment banker. SCHOFFSTALL FARM: Hires Tucker Arensberg as Special Counsel ----------------------------------------------------------- Schoffstall Farm, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Tucker Arensberg, P.C., as its special counsel. The professional services to be rendered by Tucker Arensberg include, but are not limited to, representation of the Debtor trademark registrations and related matters. The firm will be paid at these hourly rates: Evan C. Pappas, Esq. $380 Michele A. Connor, Paralegal $225 Evan Pappas, Esq., a shareholder of Tucker Arensberg, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Evan C. Pappas, Esq. Tucker Arensberg, P.C. 300 Corporate Center, Suite 200 Camp Hill, PA 17011 Telephone: (717) 234-4121 Facsimile: (717) 232-6802 Email: epappas@tuckerlaw.com About Schoffstall Farm, LLC Schoffstall Farm, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-01219) 0n May 14, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Martin L. Schoffstall as president. Judge Henry W. Van Eck presides over the case. Robert E. Chernicoff, Esq. at Cunningham, Chernicoff & Warshawsky, P.C. represents the Debtor as counsel. SHENANDOAH TELECOM: Egan-Jones Retains BB+ Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 28, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Shenandoah Telecommunications Company. Headquartered in Edinburg, Virginia, Shenandoah Telecommunications Company provides telecommunications services through its subsidiaries. SHORT SERVICES: Seeks to Hire Slocum Law as Bankruptcy Counsel -------------------------------------------------------------- Short Services Group Landscaping, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire Slocum Law as its bankruptcy counsel. The firm's services include: (a) advise the Debtor as to the rights, duties, and powers; (b) prepare and file statements and schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in this proceeding; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and (d) perform such other legal services as may be necessary in connection with this case. Keith Slocum, Esq., is the firm's attorney who will be representing the Debtor. Mr. Slocum will be compensated at $425 per hour for time spent out of court and $475 per hour for time spent in court. Meanwhile, paralegals will be paid an hourly fee of $150. In addition, the firm will seek reimbursement for expenses incurred. Slocum Law received an initial retainer fee of $21,738. Mr. Slocum disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Keith D. Slocum, Esq. Slocum Law 370 Mallory Station Road, Suite 504 Franklin, TN 37067 Telephone: (615) 656-3344 Facsimile: (615) 647-0651 Email: keith@keithslocum.com About Short Services Group Landscaping Short Services Group Landscaping, LLC is a provider of landscaping and lawn services based in Columbia, Tenn. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-02092) on June 7, 2024, with $344,880 in assets and $1,367,676 in liabilities. Ty Short, owner, signed the petition. Judge Charles M. Walker presides over the case. Keith D. Slocum, Esq., at Slocum Law represents the Debtor as bankruptcy counsel. SHORT SERVICES: Taps McLemore Auction Company as Auctioneer ----------------------------------------------------------- Short Services Group Landscaping, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire McLemore Auction Company, LLC, as its auctioneer. The firm will inventory, advertise and sell the Debtor's real estate and tangible personal property. McLemore would be compensated 10 percent of auction proceeds collected and would be entitled to a reimbursement for the amount of credit card processing fees incurred (3 percent) of invoice amounts paid by credit card. As disclosed in the court filing, McLemore Auction Company is disinterested within the meaning of 11 U.S.C. Sec. 101(14) and holds no interest adverse to the estate. The firm can be reached through: Will McLemore McLemore Auction Company, LLC 470 Woodycrest Avenue Nashville, TN 37210 Phone: (615) 517-7675 About Short Services Group Landscaping Short Services Group Landscaping, LLC is a provider of landscaping and lawn services based in Columbia, Tenn. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-02092) on June 7, 2024, with $344,880 in assets and $1,367,676 in liabilities. Ty Short, owner, signed the petition. Judge Charles M. Walker presides over the case. Keith D. Slocum, Esq., at Slocum Law represents the Debtor as bankruptcy counsel. SINCLAIR BROADCAST: Egan-Jones Retains CCC+ Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 23, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Sinclair Broadcast Group, LLC of Maryland. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Maryland, Sinclair Broadcast Group, LLC of Maryland, operates as a media company. SIR TAJ: Taps Marcus & Millichap as Real Estate Broker ------------------------------------------------------ John P. Pringle, the Trustee of Sir TAJ, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Marcus & Millichap Real Estate Investment Services, Inc. and eXp Realty of California as real estate broker. The broker will market the Sir Taj Hotel located at 120 South Reeves Drive, Beverly Hills, CA 90212. The firm will render these services: a. order, analyze, and prepare all documentation necessary to list and advertise the hotel for sale; b. list the hotel with the most propitious listing services available; shoe the hotel as necessary and respond to potential purchasers' inquiries, and solicit reasonable offers of purchasers; c. convey all reasonable purchase offers to the Trustee and the Trustee's counsel, and negotiate and confirm the acceptance of the best offer; and d. cause to be prerated and submitted to escrow on behalf of the Trustee any and all documents necessary to consummate a sale of the hotel. Marcus & Millichap will receive a commission equal to 4 percent of the purchase price of the property. As disclosed in the court filings, Marcus & Millichap is a "disinterested person" as such term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Eddy Nevarez Marcus & Millichap Real Estate Investment Services, Inc. 16830 Ventura Boulevard Los Angeles, CA 91436 Phone: (818) 212-2690 Email: eddy.nevarez@marcusmillichap.com About Sir TAJ, LLC Sir Taj, LLC in Beverly Hills CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10874) on Feb. 6, 2024, listing $10 million to $50 million in assets and $500,000 to $1 million in liabilities. Sergey Vershinin as manager, signed the petition. Judge Vincent P. Zurzolo oversees the case. LAW OFFICES OF MICHAEL D. KWASIGROCH serve as the Debtor's legal counsel. SJB TRUCKING: Seeks to Hire Clark Stith as Bankruptcy Counsel ------------------------------------------------------------- SJB Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to hire Clark Stith, an attorney practicing in Wyoming. The firm will render these services: a. prepare pleadings and applications; b. provide advice regarding its rights, duties and obligations as a debtor in possession; c. perform legal services incidental to operation of the Debtor's business; d. negotiate, prepare and confirm a plan of reorganization; and e. take other necessary and proper action in the preservation and administration of the bankruptcy estate. Stith's hourly rate is $300 per hour. Clark Stith does not represent any interest adverse to the Debtor or its estate. The counsel can be reached at: Clark Stith, Esq. 505 Broadway Rock Springs, WY 82901 Tel: (307) 382-5565 Fax: (307) 382-5552 Email: clarkstith@wyolawyers.com About SJB Trucking, LLC SJB Trucking, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20218) on June 7, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Cathleen D Parker oversees the case. Clark D. Stith, Esq. represents the Debtor as counsel. SKC PROPERTIES: Seeks to Hire CBRE Inc. as Realtor -------------------------------------------------- SKC Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to employ CBRE Inc. as realtor. The firm will market and sell the Debtor's real property located at 750 Palani Avenue, Honolulu, Hawaii and bearing TMK No. 1-2-7-34-22. The firm will be paid a commission of 5 percent of the sales price plus GET, payable only upon approval of the Bankruptcy Court and the closing of the sale. Wayne M. Black, a partner at CBRE Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Wayne M. Black CBRE Inc. 1003 Bishop Street, Suite 1800 Honolulu, HI 96813 Tel: (808) 541-5182 Fax: (808) 541-5155 About SKC Properties, LLC SKC Properties, LLC is primarily engaged in renting and leasing real estate properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 24-00405) on April 29, 2024. In the petition signed by Sharon S. Lawler, member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Robert J. Faris oversees the case. Choi & Ito represents the Debtor as legal counsel. SKYWEST INC: Egan-Jones Retains B Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on May 6, 2024, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by SkyWest, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in St. George, Utah, SkyWest, Inc. operates regional airlines that offer scheduled passenger service to destinations in the United States, Canada, Mexico, and the Caribbean. SM ENERGY: Egan-Jones Retains BB Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on May 23, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by SM Energy Company. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Denver, Colorado, SM Energy Company is an independent energy company that explores for and produces natural gas and crude oil. SOS HYDRATION: Hires Larson & Zirzow, LLC as Bankruptcy Counsel --------------------------------------------------------------- SOS Hydration Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Larson & Zirzow, LLC as its bankruptcy counsel. The firm will render these services: (a) prepare legal papers; (b) take all actions in connection with a plan of reorganization and related documents and such further actions as may be required in connection with the administration of the estate; (c) take all necessary actions to protect and preserve the Debtor's estate; and (d) perform all other necessary legal services in connection with the prosecution of the Chapter 11 case. The firm will be paid at these hourly rates: Matthew C. Zirzow, Esq., Principal $650 Benjamin Chambliss, Esq., Associate Attorney $450 Patricia Huelsman, Paralegal $295 In addition, the firm will seek reimbursement for expenses incurred. The firm received a pre-petition retainer in the amount of $30,000. Mr. Zirzow disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. Larson & Zirzow, LLC 850 E. Bonneville Ave. Las Vegas, NE 89101 Telephone: (702) 382-1170 Facsimile: (702) 382-1169 Email: mzirzow@lzlawnv.com zlarson@lzlawnv.com About SOS Hydration Inc. SOS Hydration Inc. specializes in providing electrolyte-enhanced products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-12774) on May 31, 2024. In the petition signed by James Mayo, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Mike K. Nakagawa oversees the case. Matthew C. Zirzow, Esq., at LARSON & ZIRZOW, LLC, represents the Debtor as legal counsel. SPECTRUM GROUP: S&P Raises ICR to 'CCC', Outlook Negative --------------------------------------------------------- S&P Global Ratings raised its issuer credit rating to 'CCC' from 'D' on Spectrum Group Buyer Inc.’s (doing business as Pixelle Specialty Solutions). S&P also raised its issue-level ratings on the senior secured facilities to 'CCC' from 'D'. The '3' recovery rating remains unchanged. The negative outlook reflects S&P's view that continued operational weakness could pressure Pixelle's cash flows and erode its liquidity within the next 12 months. Despite an almost $90 million ($65 million cash) boost to liquidity, Pixelle's liquidity remains tight. Fixed charges, incorporating relief from the payment-in-kind (PIK)-toggle interest conversion that expires January 2025, will continue to pressure the company's cash flows at least through the first quarter of 2025. S&P expects the company's liquidity sources will provide a cushion of at least one turn across the same period. However, its depressed operating cash flows (as a result of weaker-than-expected revenue growth and increased cash interest expense following the PIK-toggle expiration) will accelerate cash burn and tighten liquidity ahead of the company's June 2025 maturity of a $20 million third-party loan secured as part of the debt restructuring. S&P said, "Pixelle's almost $90 million in revolving credit facilities, including $30 million backed by financial sponsor H.I.G. Capital, are fully drawn as of the end of the March quarter, further supporting our view of its tight liquidity. Our base case does not include a reduction in outstanding balances across the next 12 months, in line with our expectations of free operating cash flow (FOCF) deficits of about $50 million for fiscal 2024. We estimate current cash balance to be about $56 million. While the debt restructuring has provided a temporary lifeline, Pixelle's bleak operating performance, burdensome fixed charges, and the 2025 maturity are material risk factors to sustaining improvements in liquidity. As a consequence, S&P believes Pixelle's current capital structure is unsustainable over the near term and the company is dependent on a favorable turn in operating and financing conditions to fully alleviate its liquidity challenges. S&P said, "We expect covenant relief to provide some runway for a turnaround in operations before the $60 million bank revolver goes current in 2026. Term lenders temporarily suspended the springing leverage covenant on the senior secured revolver through December 2025 as part of the debt restructuring. Absent any operational missteps, including unplanned factory downtime, we believe this will allow Pixelle room to improve its operating performance, liquidity, and credit metrics as market dynamics improve. Missteps at the company's largest facility (in Chillicothe, Ohio) over the past two years have contributed to material operating losses. "The negative outlook reflects our view that continued operational weakness could weigh on Pixelle's cash flows and erode its liquidity across the next 12 months. "We could lower our ratings on Pixelle if we believe there is an increased risk of default in the next six months. We could also lower the ratings if the company announces further debt restructurings, including a destressed exchange of its first-lien term loan. "We could revise the outlook to stable or raise the rating in the next 12 months if the company's operating performance stabilizes and its liquidity improves such that we believe it will maintain sufficient liquidity to support its operations. "Environmental factors are a moderately negative consideration in our credit analysis of Pixelle. The products in its specialty papers and engineered products segments (carbonless and noncarbonless forms, envelope and converting, food contact papers, high speed inkjet papers, greeting cards, playing cards, and book publishing) are chemical-intensive to produce. Its products also face end-of-life waste issues. "Governance is a moderately negative consideration. Our highly leveraged assessment of the company's financial risk profile reflects that its corporate decision making prioritizes the interests of its controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." SPEEDWAY AUTO: Hires WFN Consulting LLC as Consultant and CRO ------------------------------------------------------------- Speedway Auto Sales 27, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ WFN Consulting, LLC as consultant and interim chief restructuring officer. The firm will provide consulting services to the client, including but not limited to restructuring advice, sales and marketing implementation strategies. The firm will be paid at $325 per hour. The firm will be paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bill Newell, a partner at WFN Consulting, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bill Newell WFN Consulting, LLC 2303 Kensington Garden Lane, Tampa, FL 33609 About Speedway Auto Sales 27, LLC Speedway Auto Sales 27, LLC is a pre-owned vehicle dealership located in Florida. Speedway Auto Sales 27, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05737) on Dec. 19, 2023. The petition was signed by Suyapa Duran as manager. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as counsel. SUMMIT HOTEL: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on May 9, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Summit Hotel Properties, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Austin, Texas, Summit Hotel Properties, Inc. operates as a real estate investment trust. SUMMIT MIDSTREAM: Egan-Jones Retains B+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 29, 2024, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Summit Midstream Partners LP. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Summit Midstream Partners LP is focused on owning and operating midstream energy infrastructure that is strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in North America. SUNRAMA INC: Seeks to Hire Michael L. Previto as Attorney --------------------------------------------------------- Sunrama Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Michael Previto, Esq., a practicing attorney in Hauppauge, N.Y., to handle its Chapter 11 case. Mr. Previto will provide these services: a. advise the Debtor with respect to his power and duties as a Debtor in Possession in the operation and management of the financial reorganization of the estate; b. attend the meetings and negotiate with creditors and their representatives, the Trustee and others; c. take all actions to protect the Debtor's estate, including litigating on the Debtor's behalf and negotiations where applicable; d. prepare all motions, applications, orders, reports, and papers necessary for the administration of the estate; e. assist and represent the Debtor in obtaining Debtor's financing, if applicable; f. prepare a Chapter 11 plan or plans and disclosure statement and take any action to obtain confirmation of that plan; g. represent the Debtor's interest in any sale of property or assets; h. appear in Court to protect his interest; and i. perform all other legal services and provide such advice as is necessary to assist the Debtor in this endeavor. Mr. Previto will be paid at the rates of $250 per hour. The retainer is $3,000. Mr. Previto will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael L. Previto, Esq., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael L. Previto, Esq. 150 Motorparkway, Suite 401 Hauppauge, NY 11788 Tel: (631) 379-0837 About Sunrama Inc. Sunrama, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-71573) on April 22, 2024, with $500,001 to $1 million in assets and liabilities. Judge Alan S. Trust presides over the case. The Debtor tapped Michael Previto, Esq. to services as its counsel. T AND D: Seeks to Hire Gudeman & Associates P.C. as Counsel ----------------------------------------------------------- T and D Real Estate Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Gudeman & Associates, P.C. as counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm will be paid at these rates: Edward J. Gudeman $450 per hour Brian Rookard $300 per hour Samantha Miller $150 per hour Law Clerks $125 per hour The firm received from the Debtor $2,500 as a retainer and the filing fee of $1,738, for a total of $4,238. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward J. Gudeman, a partner at Gudeman & Associates, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Edward J. Gudeman Gudeman & Associates, P.C. 1026 W. 11 Mile Road Royal Oak, MI 48067 Tel: (248) 546-2800 Email: ecf@gudemanlaw.com About T and D Real Estate Properties, LLC T and D Real Estate Properties, L.L.C filed Chapter 11 petition (Bankr. E.D. Mich. Case No. 24-43536) on April 10, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Mark A. Randon oversees the case. Edward J. Gudeman, Esq., at Gudeman & Associates, PC is the Debtor's legal counsel. TABOR MANOR: Ombudsman Hires Whitfield & Eddy as Counsel -------------------------------------------------------- Jeanne Goche, the patient care ombudsman of Tabor Manor Care Center, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Whitfield & Eddy, P.L.C. as counsel. The firm's services include: (a) representing the Ombudsman in any proceeding or hearing in the Court, and in any action in other courts where the rights of the patients may be litigated or affected as a result of this Case; (b) advising the Ombudsman concerning the requirements of the Bankruptcy Code and Bankruptcy Rules relating to the discharge of her duties under the Bankruptcy Code; (c) advising and representing the Ombudsman in evaluating any patient or healthcare related issues, including, in connection with any sale or reorganization; and (d) performing such other legal services as may be required under the circumstances of this Case in accordance with the Ombudsman’s powers and duties as set forth in the Bankruptcy Code. The firm will be paid at the rate of $350 per hour. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Peter J. Chalik, Esq., a partner at Whitfield & Eddy, P.L.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Peter J. Chalik, Esq. Whitfield & Eddy, P.L.C. 699 Walnut St., Suite 2000 Des Moines, IA 50309 Tel: (515) 288-6041 Fax: (515) 246-1474 Email: chalik@whitfieldlaw.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. TERRA STATE COLLEGE: Moody's Lowers Issuer Rating to B3 ------------------------------------------------------- Moody's Ratings has downgraded Terra State Community College (OH)'s issuer and underlying revenue bond ratings to B3 from B1. Concurrently, Moody's has revised the outlook on the underlying rating to negative from stable. Moody's maintains the enhanced rating of Aa1, which is under review for possible downgrade. At June 30, 2023, the college had total outstanding debt as calculated by Moody's of $31 million. The downgrade to B3 from B1 was largely driven by the college's escalating financial constraints. Depleted liquidity and the continued generation of deficit operations translate to an impaired ability to meet financial obligations and cover unexpected costs. The close financial linkage to a student housing project that is in forbearance provides elevated exposure to liquidity risk. Financial strategy and management credibility considerations, governance factors under Moody's ESG framework, were drivers of the rating action. RATINGS RATIONALE The B3 issuer rating incorporates the college's heightened financial challenges, with minimal available pathways to affect meaningful improvement. Its small scope of operations and elevated student market challenges will contribute to continued weak operating performance following the 16% deficit in fiscal 2023 Modest financial reserve levels, including very thin unrestricted liquidity of under $1 million, provide for significant constraints to responding to financial difficulties. Heightened potential liquidity risks are introduced by TSCC's exposure to an underperforming privatized student housing project that has close financial and strategic linkage to the college and is currently in forbearance. The college is no longer making any lease payments towards the privatized housing project, escalating the risks that the partner could exercise the rights and remedies under the Forbearance Agreement. Aside from the student housing project, the college also has outsized adjusted leverage from its direct debt obligations and large unfunded net pension liability. Favorably, credit quality remains supported by the college's important role within the community and its consistently favorable funding from the State of Ohio (Aaa stable) for both operations and capital renewal. The B3 revenue bond rating incorporates the issuer rating and the relatively broad array of pledged revenue for debt service repayment. RATING OUTLOOK The negative outlook on the underlying rating reflects the heightened risks introduced by the college's very thin financial reserves, continued deficit operations, and elevated liquidity risks introduced by its close financial linkage to a poorly performing student housing project. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Sustained generation of above 1.5x debt service coverage, inclusive of the annual $1.3 million privatized student housing loan payment -- Significant boost in liquidity, reflected in a move to around 50 days cash on hand -- Substantial reduction in financial leverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Requirement that the college use its own resources to fully cover base rent payments and forbearance deficiencies -- Failure to generate positive cash flow in fiscal 2025 or increase liquidity through the conversion of intergovernmental receivables into cash -- Pullback on financial support provided by the State of Ohio LEGAL SECURITY All rated securities are General Receipt Bonds which are secured by a gross pledge and first lien on the college's general receipts, including tuition and fees, and other legally available revenue, but excluding state appropriations, and restricted gifts and grants. In addition to the general receipts pledge for the bonds, the bonds are secured by the Ohio Board of Regents Community and Technical College Credit Enhancement Program, which allows the Chancellor of the Ohio Department of Higher Education to redirect the college's state aid in the form of SSI to the bond trustee to pay debt service if there is a shortfall in general receipts revenue. PROFILE TSCC is a small community college in rural northwest Ohio, serving a five county service area at its campus in Fremont, Ohio. Established in 1968 as a technical institute, TSCC now offers a number of associate degree programs and professional certificates. Higher demand programs include engineering, welding, HVAC, electrical, and the transfer program. The college serves over 2,100 headcount students and generated total operating revenue of $16.2 million in fiscal 2023. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. TOMMY'S FORT: Taps Monica S. Blacker of Force Ten Partners as CRO ----------------------------------------------------------------- Tommy's Fort Worth, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Force Ten Partners, LLC and designate Monica S. Blacker as the their chief restructuring officer. The firm will render these services: a. manage the affairs of the Debtors, supervise the Debtors' professionals, and provide periodic reports to the Debtors' management led by Matthew Borisch as President; b. assist legal counsel and the Debtors in executing the Debtors' restructuring efforts; c. supervise the engagement of the Debtors' investment banker or broker, if any; d. seek to maximize the value of the Debtors' assets and operations; e. assist in connection with motions, responses, or other court activity as directed by legal counsel; f. prepare periodic reporting to stakeholders, the Court, and the Office of the United States Trustee; g. prepare or supervise the preparation of cash budgets, Monthly Operating Reports, variance reports, schedules of assets and liabilities, statements of financial affairs, and any other necessary financial analysis or reporting; h. evaluate and develop restructuring plans and other strategic alternatives for maximizing the value of Debtors and their assets; i. assist in the formulation and preparation of the Debtors' disclosure statement and plan of reorganization; j. assist in negotiations with the Debtors' creditors and in developing the response to any objections from parties in interest to the bankruptcy plan or other courses of action undertaken by the Debtors; and k. prepare and offer declarations, reports, depositions, and testimony. The firm's hourly rate are: Partners $695 - $950 Managing Directors $495 - $650 Directors $425 - $500 Analysts $225 - $400 Force Ten Partners received an advance payment retainer in the amount of $300,000. Monica S. Blacker, a partner at Force Ten Partners, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Monica S. Blacker Force 10 Partners, LLC 100 Crescent Court, Suite 700 Dallas, TX 75201 Tel: (949) 357-2360 Force10partners.com About Tommy's Fort Worth Tommy's is a premium boat dealer with 16 locations across the United States. Tommy's Fort Worth, LLC and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Lead Case No. 24-90000) on May 20, 2024. The petitions were signed by Monica S. Blacker as chief restructuring officer. At the time of filing, the Lead Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Edward L. Morris presides over the case. Liz Boydston, Esq. at GUTNICKI LLP represents the Debtor as counsel. TRANSALTA CORP: Egan-Jones Retains BB+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on May 28, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by TransAlta Corporation. Headquartered in Calgary, Canada, TransAlta Corporation is a non-regulated electric generation and marketing company with its growth focused in developing coal and gas-fired generation. TRIAD MOTORS: Seeks to Hire James S. Wilkins as Legal Counsel ------------------------------------------------------------- Triad Motors Ltd. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire James S. Wilkins, PC as legal counsel. The firm's services include: (a) advise the Debtor with respect to its power and duties in the continued operation of the personal management of its property; (b) take necessary action to collect property of the estate and file suits to recover the same; (c) represent the Debtor in connection with the formulation and implementation of a Plan of Reorganization and all matters incident thereto; (d) prepare on behalf of the Debtor necessary legal papers; (e) object to disputed claims; and (f) perform all other legal services for the Debtor which may be necessary herein. James Wilkins, Esq., the primary attorney in this representation, will be compensated at his hourly rate of $425. The firm also received a retainer of $18,500 for pre-petition and post-petition services, costs, and filing fees. Mr. Wilkins disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James S. Wilkins, Esq. James S. Wilkins, P.C. 1100 NW Loop, 410, Suite 700 San Antonio, TX 78213 Telephone: (210) 271-9212 Facsimile: (210) 271-9389 Email: jwilkins@stic.net About Triad Motors Ltd. Triad Motors is an automobile dealer. Triad Motors Ltd. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50876) on May 10, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Richard D. Hovey, Jr., as president. Judge Michael M. Parker presides over the case. James S. Wilkins, Esq. and JAMES S. WILKINS P.C. represents the Debtor as counsel. TRIPADVISOR INC: Moody's Rates New $500MM 1st Lien Term Loan 'Ba2' ------------------------------------------------------------------ Moody's Ratings assigned a Ba2 rating to Tripadvisor, Inc.'s (Tripadvisor) proposed new 7-year, $500 million Senior Secured First Lien Term Loan B facility. The proceeds from the new facility will be used to repay the existing B1 guaranteed senior unsecured notes (the Refinancing). All credit ratings, including the Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating are unchanged. The Speculative Grade Liquidity (SGL) rating remains SGL-1. The outlook is positive. Moody's view the refinancing as a credit positive transaction with an extension of the maturity profile and no material immediate effect on leverage or borrowing costs. RATINGS RATIONALE Tripadvisor's credit profile reflects the strength of its global brand, small but established market position, and revenue diversity with a good mix across geographies and balance across three travel segments including lodging, experiences, and dining. The Company's Brand Tripadvisor business is a trusted source of over 1 billion user-generated ratings and reviews on more than 8 million experiences, accommodations, restaurants, airlines, and cruises, and highly valued by more than 130 million members, attracting hundreds of millions of unique visitors annually. The Viator business has experienced strong growth and is over 40% of the revenue mix, connecting millions of travelers to the world's largest supply of bookable tours, activities and attractions—over 350,000 experiences from more than 55,000 operators. The shift to booking travel online is also a demand tailwind, creating opportunities to grow scale and market share, especially in experiences and dining where the Company is well or better positioned relative to competitors. Also supporting the Company is its track record of robust liquidity and a disciplined financial policy that balances the interests of shareholders and creditors. In particular, except for the pandemic years, the Company has a long history of maintaining cash balances in excess of debt obligations or operating the business with no debt. The credit profile is constrained by the pressure on its second largest business (behind Viator), Tripadvisor-branded hotels inside the Brand Tripadvisor (TA) segment. Tripadvisor-branded segment revenues haven't fully recovered from the pandemic (approximately 84% of 2019 revenue and 73% of EBITDA), with Europe and Asia still lagging the recovery in the US Additionally, Moody's believe monetization remains low relative to traffic volume, customer concentration is high, and competition is rising. Further, the Company is becoming more disciplined in its participation in the hotel auction market which will control costs but slow revenue growth. As a result, and due to the mix shift to Viator and TheFork which have not produced earnings, the Company's EBITDA margin profile remains constrained (in the mid-teens percent range). Significant costs required to acquire and retain customers (over 50% of revenue) as well as constant investment to maintain and advance the Company's technology (about mid-teens percent of revenue) are a drag on better profitability. The Company's relatively small scale (near $1.8 billion Q1 LTM revenue) is also a disadvantage relative to larger peers with better operating leverage. A highly and increasingly competitive industry with hotel chains and other suppliers of travel services working to increase their own direct to consumer connections, and very large established tech players edging into the market with competing offerings is also a risk, as is governance with highly concentrated ownership. Tripadvisor needs to continually adapt its business model to technology evolution, including the rapid adoption of generative artificial intelligence. Liquidity is very good (SGL-1) supported by significant cash balances in excess of debt, an undrawn $500 million revolving credit facility, and covenant-lite loans. Alternate liquidity is limited with a partially secured capital structure. The positive outlook reflects Moody's expectation that the Company will maintain very good liquidity (supported by robust cash balances) and moderate gross leverage (in the low 3x range, Moody's adjusted) with some deleveraging possible (absent leveraging transactions). Moody's also believe that one or both of the Company's high-growth segments, Viator and TheFork, will turn profitable over the next 12-18 months, driven by higher sales, growing operating leverage, and disciplined cost management. Given the growing scale of these businesses, Moody's expect any weakness in the Company's Brand Tripadvisor segment will be either largely or fully offset. As a result, Moody's project sustained revenue and EBITDA growth over the next 12-18 months of at least low single digit percent, with EBITDA margins remaining steady - in the mid-teens percent range. Further, with low capital intensity (5%-6% of revenue) and modest borrowing costs (weighted average near 5%), free cash flows should range near $200 million (plus or minus about $10 million), driving FCF to debt into the low 20% range. Note: All figures reflect Moody's adjustments. Moody's rate the senior secured term loan facility (due 2031) Ba2, one notch above CFR given its priority claim relative to convertible notes (unrated) which hold a junior position. The instrument rating reflects the probability of default of the Company, as reflected in the Ba3-PD Probability of Default Rating, an average expected family recovery rate of 50% at default given the mixed capital structure, and the instruments' ranking in the capital structure which also includes a senior secured revolving credit facility (unrated and pari-passu with the term loan) and Moody's assumption for trade payables and lease rejections claims. Marketing terms for the new credit facilities (final terms may differ materially): -- Permits incremental pari-passu debt capacity (subject to certain condition) not to exceed the sum of (i) the greater of (A) 100.0% of Consolidated EBITDA at close and (B) 100.0% of Consolidated EBITDA calculated on a pro forma basis (including the effect to any acquisition or similar Investment) for the most recently completed four consecutive fiscal quarters for which financial statements have been delivered plus (ii) voluntary prepayments or repurchases of secured debt, plus (iii) an unlimited amount of pari-passu secured debt when first lien net leverage is less than 4.0x for acquisitions involving cash consideration of at least $100 million (otherwise 3.5x) and an unlimited amount of junior lien or unsecured debt when the total net leverage ratio is less than 4.5x. -- Allows the designation of unrestricted subsidiaries but no unrestricted subsidiary may own (or hold or control by exclusive license) any intellectual property that is material to the operation of the business of the parent and its restricted subsidiaries, taken as a whole, and neither parent nor any of its restricted subsidiaries may assign or otherwise transfer to any unrestricted subsidiary any such intellectual property. -- Is expected to provide some limitations on up-tiering transactions, requiring affected lender consent for amendments that subordinate the debt and all lender consent for amendments that subordinate the liens, subject to exceptions. -- Does not include explicit carve-out language allowing restricted payments to be reallocated for debt incurrence FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's could consider an upgrade if the Company sustains: -- Leverage (Moody's adjusted gross debt to EBITDA) below 3.75x, and -- Growth in consolidated revenue and EBITDA, with same or better margin profile, and -- Viator turns profitable with strong and sustained growth, and -- Very good liquidity An upgrade could also be conditional on larger scale and more diversity, as well as reasonable clarity that the Company's market position remains strong despite the adoption of new technology by market participants. Moody's could consider a downgrade if: -- Gross leverage (Moody's adjusted gross debt to EBITDA) is sustained above 4.75x, or -- Consolidated revenue or EBITDA decline, or -- Retained cash flow to net debt is sustained below 15%, or -- Very good liquidity is not maintained A downgrade could also be considered if there were unfavorable and material changes in scale, diversity, market share, or the business model. The subsidiaries of Tripadvisor, Inc. (Nasdaq: TRIP), founded in 2000 and based in Needham, MA, owns and operates a portfolio of travel media brands and businesses, including Tripadvisor, Viator, and TheFork. Revenue for the last twelve months ended March 31, 2024 was approximately $1.8 billion. The Tripadvisor Group operates as a family of brands that connects people to experiences worth sharing, and aims to be the world's most trusted source for travel and experiences. The Company leverages its brands, technology, and capabilities to connect global audience with partners through rich content, travel guidance, and two-sided marketplaces for experiences, accommodations, restaurants, and other travel categories. Tripadvisor is publicly traded but closely held by Liberty TripAdvisor Holdings, Inc. ("LTRIP") which controls roughly 57% of the voting share, which is in turn tightly controlled by one shareholder (Greg Maffei) which owns approximately 43% of LTRIP. The principal methodology used in this rating was Business and Consumer Services published in November 2021. TRIPADVISOR INC: S&P Rates New Secured First-Lien Term Loan 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to Tripadvisor Inc.'s proposed $500 million senior secured first-lien term loan due 2031. The '2' recovery rating indicates its expectation for substantial (70%-90%, round estimate:85%) recovery in the event of a payment default. The company plans to use the proceeds from the loan to repay its existing senior unsecured notes due 2025 ($500 million outstanding) and pay related transaction fees and expenses. The transaction is largely debt-for-debt and extends the company's maturity profile. S&P said, "Our 'B+' issuer credit rating and stable outlook on Tripadvisor remain unchanged. We expect the company's revenue growth will be flat to slightly up in fiscal 2024 and S&P Global Ratings-adjusted debt to EBITDA will decrease to low-3x, compared to our previous forecast of mid-to-high 2x in fiscal 2024 due to lower expected EBITDA at the Brand Tripadvisor segment (formerly "Tripadvisor Core") offsetting the improvement in margins for Viator and TheFork business segments." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- S&P assigned its 'BB-' issue-level rating and '2' recovery rating to the company's proposed $500 million senior secured first-lien term loan due 2031. The '2' recovery rating indicates its expectation for substantial (70%-90%, round estimate:85%) recovery. -- S&P's simulated default scenario contemplates a default in 2028, stemming from a prolonged recession, increased competitive pressures, and reduced demand for metasearch-based travel advertising by online travel agencies (OTAs). -- S&P assumes lenders would maximize recovery and pursue a reorganization in a default scenario given the company's good global brand recognition. Tripadvisor's pro forma capital structure comprises of a $500 million revolving credit facility due 2028 (not rated), a $500 million first-lien term loan due 2031, and $345 million unsecured convertible bonds due 2026 (not rated). The company's domestic subsidiaries guarantee the revolving credit facility. The revolving credit facility is secured by collateral comprising substantially all the company's domestic assets and a 65% stock pledge of the company's nonguarantor first-tier foreign subsidiaries and ranks pari passu with the first-lien term loan. S&P values Tripadvisor on a going-concern basis and apply a 6.5x EBITDA multiple to its estimate of its emergence EBITDA. Simulated default assumptions: -- Simulated year of default: 2028 -- EBITDA at emergence: About $145 million -- EBITDA multiple: 6.5x -- Revolving credit facility: 85% drawn in the simulated default year Simplified waterfall: -- Net enterprise value (after 5% administrative costs and other priority claims): $897 million -- Senior secured claims: $936 million --Recovery expectation: 70%-90% (round estimate: 85%) -- Net value available to the unsecured claims and pari passu secured deficiency claims: $126 million -- Senior unsecured debt claims and secured deficiency claims: About $510 million Note: All debt amounts include six months of prepetition interest. TRITON WATER: Moody's Puts 'B3' CFR Under Review for Upgrade ------------------------------------------------------------ Moody's Ratings placed the ratings of Triton Water Holdings, Inc. under review for upgrade, including the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 senior secured first lien term loans ratings, and Caa2 senior unsecured notes rating. The outlook was changed to Ratings Under Review from positive. On June 17, 2024, Primo Water Corporation ("Primo", B1 RUR-downgrade) announced [1] plans to merge with an affiliate of BlueTriton Brands, Inc ("BlueTriton") in an all-stock merger through a combination into a newly created entity (NewCo). Upon closing, BlueTriton's shareholders will own 57% of the diluted shares of NewCo while the remaining 43% will be owned by Primo's shareholders. The company currently expects to structure the transaction to allow both Primo Water Holdings Inc.'s (Primo Water) and Triton's debt to remain in place under their existing terms with no cross guarantee between the two separate borrowing groups. The transaction will be subject to regulatory approvals under the Hart-Scott-Rodino Act and approval by Primo's shareholders and is expected to close during the first half of 2025. Moody's placed Triton's ratings on review for upgrade because the company's operating performance continues to improve, there are operating benefits to combining with Primo, and there are potential financial benefits to Triton from having a lower leveraged Primo under common control. The combined company will have more product diversification, greater scale and lower overall financial leverage than Triton. Although at the onset, NewCo will be 57% majority owned by private equity firms, One Rock Capital Partners and Metropoulos & Co, such owners will only hold 49% of the voting shares and the board will be balanced between Primo and BlueTriton shareholder appointees. NewCo plans to target combined net leverage at a more conservative level at 2.0x to 2.5x over the medium term compared to the company's estimate of 3.0x at the time of closing. The targeted level is much lower than Triton's current leverage. In the review, Moody's will assess (1) the operating and financial benefits to Triton of being part of a larger combined publicly-traded organization; (2) the operating strategy, plans to manage the operational complexity of combining the businesses, particularly if the debt structures remain separate, and costs and risks to realizing planned synergies, (3) governance structure, financial policies including leverage and dividend plans, and the cash allocation strategies of the combined organization, (4) Triton's planned use of free cash flow prior to closing of the merger, and (4) the operating outlook and plans to manage the environmental and social risks of the combined entity including the likelihood that Triton can sustain the earnings improvements realized in recent years. Moody's will assess whether changes to the company's governance issuer profile subcategory scores are warranted including the financial strategy and risk management (currently 4), and board structure and policies (currently 5) scores. RATINGS RATIONALE/FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Triton's existing B3 CFR reflects its low product diversity and concentration in the more commodity-oriented single-use bottled water segment of the market, and aggressive financial policies under private equity ownership including weak free cash flow because of high dividend payout, and high 4.9x debt to EBITDA leverage (incorporating Moody's adjustments) for the 12 months ended March 2024. Bottle water category volumes are also softening and growing both volume and the EBITDA margin over the next 12-18 months will be challenging amid pressure on consumer spending and a promotional environment. The bottled water category is highly competitive with substantial private label penetration. Within branded bottled water, Triton also competes with more diversified and financially stronger companies in the North America beverages sector that have greater capacity to fund sustainability and more negotiating leverage with retailers. Offsetting some of these risks is Triton's leading market share in the US ready-to-drink bottled water segment, positive consumer trends towards healthier beverages, diverse customer base across retail, home and office, and good liquidity. A rating upgrade could occur if Triton is able to improve operating performance, including sustained organic revenue growth and a stable to higher EBITDA margin. The company would also need to sustainably generate comfortably positive free cash flow, maintain good liquidity, and maintain a financial strategy that results in debt/EBITDA sustained below 6.5x, and EBITDA minus capex to interest coverage approaching or above 1.5x. A rating downgrade could occur if the company's operating performance weakens because of factors such as lower volumes or pricing, supply chain disruptions or higher costs. A rating downgrade could also occur if debt/EBITDA is sustained above 8.0x, liquidity deteriorates, free cash flow is negative or if the company pursues a more aggressive financial policy. The principal methodology used in these ratings was Soft Beverages published in September 2022. COMPANY PROFILE Headquartered in Stamford, Connecticut, Triton Water Holdings, Inc., produces and sells regional spring water and purified national water brands, through retail sales channels and through its ReadyRefresh(R) direct-to-consumer and office delivery services. Triton's key retail brands include Arrowhead(R), Deer Park(R), Ice Mountain(R), Ozarka(R), Poland Spring(R), Zephyrhills(R), Pure Life(R), Saratoga, and Splash. Net sales for the trailing twelve months as of March 31, 2024, were approximately $4.7 billion. The company is owned by private equity firms One Rock Capital Partners and Metropoulos & Co. following a $4.3 billion acquisition from Nestle in March 2021. U.S. PRESS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: U.S. Press, LLC 1628 James P. Rodgers Drive Valdosta, GA 31601 Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Middle District of Georgia Case No.: 24-70605 Debtor's Counsel: G. Daniel Taylor, Esq. STONE & BAXTER, LLP 577 Third Street Macon, GA 31201 Tel: 478-750-9898 Fax: 478-750-9899 Email: dtaylor@stoneandbaxter.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kent A. Buescher as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2CPCE5Y/US_Press_LLC__gambke-24-70605__0001.0.pdf?mcid=tGE4TAMA UPHEALTH HOLDINGS: Taps Stout Capital as Investment Banker ---------------------------------------------------------- UpHealth Holdings Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Stout Capital, LLC, to provide certain financial advisory and investment banking services. The firm will render these services: (a) assist in the development and distribution of selected information, documents, and other materials; (b) assist the Debtor in evaluating indications of interest and proposals regarding any transactions from current or potential lenders, equity investors, acquirers and strategic partners; (c) assist the Debtor with the negotiation of any transactions; (d) provide expert advice and testimony regarding financial matters related to any transactions; (e) attend meetings of the Debtor's management, creditor groups, official constituencies, and other interested parties, as the Debtor and the firm mutually agree; and (f) provide such other financial advisory and investment banking services as may be required by additional issues and developments. The firm will be compensated as follows: a. An initial fee of $50,000, payable upon the execution of the Engagement Letter and entry of the Order; b. A monthly fee of $50,000, payable upon the monthly anniversary of the Engagement Letter during the term of the Engagement Letter. Excluding the Initial Fee, 50 percent of the Monthly Fees previously paid to Stout shall be credited against the next Sale Transaction Fee to which Stout becomes entitled hereunder (it being understood and agreed that no Monthly Fee shall be credited more than once), except that, in no event, shall such Sale Transaction Fee be reduced below zero; c. A transaction fee (Sale Transaction Fee) upon the closing of each Sale Transaction paid from the gross proceeds of the sale transaction, based on the Aggregate Gross Consideration (AGC), calculated as follows: For AGC up to $65 million: The greater of (i) 2.25 percent such AGC and (ii) the Minimum Fee, plus For AGC from $65 million 4.25 percent of such to $100 million: incremental AGC, plus For AGC greater than 5.25 percent of $100 million: such incremental AGC. d. Minimum Fee. Means $1 million. e. Single Minimum Fee. In the event there is more than one Sale Transaction, Stout’s Sale Transaction Fee shall be calculated based on the AGC received from all transactions. f. In addition to any fees that may be payable to Stout and, regardless of whether any transaction is consummated, the Company shall promptly reimburse Stout, upon request, for all reasonable expenses incurred by Stout, which shall not exceed $25,000, unless preapproved in writing by the Company (including travel and lodging, document production, data processing and communications charges, courier services, the fees of a single primary outside counsel and other professional advisors and other expenditures); all payments to be made by the Company pursuant to this agreement shall be made promptly after receipt of an invoice therefor and if the Company so requests, Stout shall provide the Company with reasonable documentation of expenses submitted for reimbursement. Michael Krakovsky, a managing director at Stout Capital, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Krakovsky Stout Capital, LLC 10100 Santa Monica Boulevard, Suite 1050 Los Angeles, CA 90067 Telephone: (310) 601-2300 Facsimile: (866) 855-5135 Email: mkrakovsky@stout.com About UpHealth Holdings Inc. UpHealth Holdings Inc. is a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management. UpHealth Holdings and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief executive officer, UpHealth Holdings disclosed up to $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel; Morrison & Foerster LLP as litigation counsel; and FTI Consulting, Inc. as financial advisor. Omni Agent Solutions is the Debtors' administrative agent. US FOODS: S&P Alters Outlook to Positive, Affirms 'BB' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlook on foodservice distributor US Foods Inc. to positive from stable and affirmed its ratings on the company including the 'BB' issuer credit rating. The positive outlook reflects the potential for a higher rating over the next 12 months if US Foods continues to expand its market share, enhance margins, and maintain S&P Global Ratings-adjusted debt to EBITDA below 3.5x. S&P said, "The outlook revision reflects solid case growth, particularly with independent restaurant customers, which we forecast will increase top line growth by around 6% in 2024. Revenue grew 4.8% in the first quarter ended March 30, 2024, supported by case volume growth of 4.2%. The independent restaurant segment, which contributes about one third of US Foods' revenue and is the company's most profitable customer segment, continues to show strength, growing 4.6% in the quarter, following 6.9% growth in fiscal year 2023. We expect continued market share gains in the independent restaurant business, new customer additions in health care and hospitality, and recent acquisitions will lead to further case growth. Additionally, we anticipate implementation of US Foods' digital commerce platform, Moxe, across customer segments, will result in better operating efficiency and top-line growth. "We expect continued EBITDA expansion as the company implements key operating and cost-saving initiatives. S&P Global Ratings-adjusted EBITDA margin contracted around 40 basis points (bps) to 3.3% in the first quarter of 2024, compared to 2023 mainly due to higher acquisition costs, and incremental charges due to labor disruptions in January 2024. This follows an improvement of 110 basis points year-over-year to 4.3% in fiscal year 2023, which occurred because of increased case volume, cost of goods sold optimization, improved logistics, and pricing actions. We forecast S&P Global Ratings-adjusted EBITDA margin will improve to the mid-4% area in 2024 as the company continues to manage costs through vendor negotiations, increase private-label penetration, and improve the supply chain via route efficiencies and flexible delivery scheduling. US Foods has stated it is on track to deliver cost of goods sold (COGS) savings of over $220 million over 2022-2024 and recently announced an incremental $260 million in COGS savings for 2025-2027 due to category and assortment management, supplier negotiations, and collaboration. "More aggressive share repurchases are likely given US Foods is inside of its target leverage range. We project US Foods will generate free operating cash flow (FOCF) of around $800 million in 2024 after $330 million of capital expenditures (capex) for capacity and technology investments. US Foods' reported net leverage improved to 2.8x as of March 30, 2024, from 3.2x the prior year. Since the company is within its recently lowered leverage target range of 2x-3x (previously 2.5x-3.0x), we expect it will place greater emphasis on deploying cash for shareholder returns and opportunistic mergers and acquisitions (M&A) as opposed to further debt reduction. Under our base-case scenario, we forecast S&P Global Ratings-adjusted leverage will be maintained in the low-3x area over the next 12 months. "Our rating continues to incorporate US Foods' meaningful scale in the intensely competitive foodservice distribution industry. US Foods operates in the highly competitive and fragmented food services industry and is one of the few food services distributors with national scale, with about 10% market share. The industry is prone to consolidation, with larger players taking over smaller regional competitors because larger scale leads to better operating efficiency. We anticipate US Foods will continue to add capacity and expand its footprint through tuck-in acquisitions. While M&A activities offer strategic benefits, they can present risks related to integration, financial leverage, and market dynamics. Further, industry competition remains intense and thin profit margins leave limited room to absorb unanticipated setbacks. These factors, in addition to a limited track record of maintaining leverage at lower levels, lead us to apply a negative comparable ratings analysis modifier." The positive outlook reflects the potential for a higher rating over the next 12 months if US Foods continues to expand its market share, enhance margins, and maintain S&P Global Ratings-adjusted leverage below 3.5x. S&P could revise its outlook to stable if: -- S&P expects S&P Global Ratings-adjusted leverage to be above 3.5x on a sustained basis; or -- S&P believes economic challenges or increased competition in the industry will reduce sales growth prospects, pressure EBITDA margin expansion, and lead to lower FOCF generation. S&P could raise its ratings on US Foods if the company: -- Demonstrates sustained operating performance gains, including organic case volume growth and margin expansion through successful execution of its operational improvement initiatives; -- Generates solid FOCF in line with our base-case forecast, and -- Sustains S&P Global Ratings-adjusted leverage below 3.5x. US REALM POWDER: Hires Diamond McCarthy as Litigation Counsel ------------------------------------------------------------- US Realm Powder River, LLC seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to employ Diamond McCarthy LLP as special litigation counsel. The firm will assist the Debtor in the investigation, assessment, and any prosecution of potential claims of the Debtor in its capacity as Debtor-in-possession and in its further capacity as the sole member of Carbon Creek Energy, LLC and Powder River Midstream, LLC. Diamond's performance of these services is demarcated into two separate phases. For the first phase, Diamond will perform all due diligence, legal research, and legal analysis of the Claims (Phase I). In the event the Debtor, CCE, and/or PRM elects to proceed with certain of the Claims, Diamond will represent the Debtor, CCE, and/or PRM in the drafting, filing, and pursuit of such litigation, including without limitation the preparation of the complaint(s), handling of any document and deposition fact and expert discovery, and preparation for and handling of the trial(s). In exchange for Diamond's performance of the Phase 1 Services, Diamond shall be compensated at an hourly rate ranging between $275 - $1,150, the collective sum of which will be capped at $100,000. The Debtor will further provide a $100,000 retainer to Diamond to secure the Phase 1 Compensation. For its performance of the Phase 2 Services, Diamond will charge the Debtor a blended hourly rate of $550 per hour and be awarded a contingency fee derivative of gross recoveries on Claims in an amount equivalent to: (a) 10 percent of any gross recoveries between $0 and $1,000,000; (b) 15 percent of any gross recoveries between $1,000,000.01 and $2,000,000; and (c) 20 percent of any gross recoveries equal to or greater than $2,000,000.01. As disclosed in the court filings, Diamond is a "disinterested person," within the meaning of Sec. 101(14). The firm can be reached through: Stephen T. Loden, Esq. Diamond McCarthy LLP Two Houston Center 909 Fannin Street, 37th Floor Houston, TX 77010 Telephone: (713) 333-5100 Facsimile: (713) 333-5199 Email: steve.loden@diamondmccarthy.com About US Realm Powder River US Realm Powder River, LLC, previously known as Moriah Powder River, LLC, is a privately held natural gas company with headquarters in Sheridan, Wyo., and operates in the Powder River Basin located in northeast Wyoming. US Realm Powder River filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 19-20699) on Oct. 31, 2019. Craig Camozzi, chief operating officer, signed the petition. In the petition, the Debtor disclosed $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Cathleen D. Parker oversees the case. Markus Williams Young & Zimmermann LLC and Hall & Evans, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. Mark J. Welch, a principal at Morris Anderson & Associates, Ltd., is the Debtor's chief restructuring officer. UTZ BRANDS: S&P Alters Outlook to Positive, Affirms 'B' ICR ----------------------------------------------------------- S&P Global Ratings revised the outlook on U.S.-based packaged snack maker Utz Brands Inc. to positive from stable and affirmed its 'B' issuer credit rating on the company. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's first-lien term loan due in 2028. The '3' recovery rating is unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. "The positive outlook reflects the possibility that we could raise the rating over the next 12 months if the company maintains steady operating performance, reduces leverage below 5x, and sustains positive discretionary cash flow (DCF). "The positive outlook reflects the possibility of an upgrade over the next year because of Utz's improved profitability and credit measures. Utz sold assets to reduce its debt burden, significantly reduced its stock-keeping units (SKU) count, reduced manufacturing and logistics complexities, and leveraged its acquisitions to further expand into new subcategories. The divestiture of the R.W. Garcia and Good Health businesses, along with the disposition of five manufacturing plants earlier this year, enabled it to repay about $160 million of its term loan, and accelerated its network optimization and cost-reduction plans, while giving it confidence to achieve its stated 3x leverage target by fiscal 2025, a full year earlier than its previous expectations. In addition, the company's four power brands (including the flagship Utz brand, On The Border, Zapp's and Boulder Canyon), continued to increase their market share helped by distribution gains, new product innovation, and marketing investments. Due to the profit and cash flow improvements and debt reduction, S&P Global Ratings-adjusted leverage improved to 5.4x for the 12 months ended March 31, 2024, from 8.2x for the same prior-year period. The outlook includes our expectation that Utz will reduce leverage below 5x in 2025 and sustain it at that level, given its publicly stated financial policy targets. However, the macroeconomic environment remains uncertain. Although the salty snacks category has relatively low private-label penetration, consumers' increasingly value-seeking behavior or trade down could dampen demand for the company's products and delay our leverage reduction expectations. "We expect Utz will continue to improve profitability. During the first quarter of fiscal 2024, Utz posted its fourth-consecutive quarter of core volume growth since embarking on its SKU rationalization and portfolio optimization plan in 2022 aimed at reducing noncore private label and co-manufactured brands. The company launched new products and expanded distribution to support profitable growth. Utz also successfully converted all company-owned route sales to independent operators within its direct-to-store delivery system. S&P Global Ratings-adjusted gross margins expanded over 420 basis points to 37% for the first quarter of fiscal 2024, compared with 32.8% for the same prior-year period, reflecting significant manufacturing and procurement savings and benefits from its transformation plans. "We forecast organic revenue growth of 3%-4% in fiscal years 2024 and 2025. We believe the company's continued expansion into under-penetrated regions, realization of synergies from integrating the businesses it acquired between 2011 and 2021, lower one-time charges, and incremental cost savings from streamlining its supply chain will further improve profitability. We forecast marketing investments to increase substantially focused on the company's four power brands in fiscal 2024. We forecast S&P Global Ratings-adjusted EBITDA growth in the mid-to-high single-digit percentage areain fiscal years 2024 and 2025, which should support further deleveraging. We forecast EBITDA margin should improve to 12.4% in 2024 and 12.7% in 2025 as compared with 11.3% in 2023." While this is meaningful improvement, Utz's margins still lag that of packaged food peers that typically have EBITDA margins above 20%. This is due to the company's smaller scale and greater mix of direct-to-store distribution. Utz's portfolio optimization and transformation plans improved its product mix and cost structure. The company's SKU rationalization and portfolio optimization initiatives enabled it to unlock manufacturing capacity and focus its selling and distribution capabilities to support higher growth for its higher-margin power brands (which contribute about 77% of total sales) over the past few years. In addition, the company was able to deliver productivity savings as a percentage of total cost of goods sold (COGS) of above 4% in fiscal 2023. This followed productivity savings of 1%, 2%, and 3% of total COGS in fiscal years 2020, 2021, and 2022, respectively. Utz is on the path to automate manufacturing processes, such as packaging and palletizing, that will reduce costs and improve efficiencies. The company also plans to add new production lines at its plants, such as kettle chips and pretzels lines at its Hanover facility and tortilla, kettle chips and cheese lines at its Kings Mountain facility. These initiatives are aimed at increasing capacity that will support Utz's plans to continue to insource production for its products and reduce costs. The company plans to improve capacity utilization at its remaining eight manufacturing plants to about 80%, from close to 70% currently, and is building a large warehouse in Hanover, PA, that will consolidate seven existing warehouses. The company plans to achieve $135 million in cost savings by fiscal 2026 through its productivity and network optimization programs. S&P said, "We expect management will remain committed to its leverage target of 3x, which we believe is achievable in 2025. We believe Utz will continue to repay debt as it comes due and strive to achieve its leverage target of 3x (about 4.7x S&P Global Ratings-adjusted) by the end of fiscal 2025. We expect the company will allocate capital prudently, maintain its dividend, and buy back shares when leverage is lower than its targets. We expect Utz will also continue its portfolio reshaping initiatives." Historically, Utz has operated with high leverage, with S&P Global Ratings-adjusted leverage above 7x, as it acquired assets from 2011-2021 to add new brands to its portfolio, develop into complementary categories, strengthen its manufacturing capabilities, and expand its distribution across the U.S. S&P said, "We believe Utz has few category gaps, such as popcorn and meat snacks, that it could fulfill through acquisitions. However, we do not expect the company to pursue any large transformational, debt-funded acquisitions in the near term that would increase its leverage significantly. If Utz does undertake a large acquisition, we believe the company could issue equity to help fund any potential acquisitions, limiting its leverage from rising significantly and keeping it in line with its long-term leverage target of 3x." The positive outlook reflects the possibility that S&P could raise the rating over the next 12 months if Utz reduces leverage below 5x and sustains positive discretionary cash flow. S&P could raise the ratings if the company: -- Maintains steady operating performance; and -- Demonstrates less aggressive financial policies and does not undergo large, debt-financed acquisitions that would increase leverage above 5x. S&P could revise the outlook to stable if the company is unable to reduce and sustain leverage below 5x due to weaker-than-expected operating performance or more aggressive financial policies. This could occur if: -- Utz's profits deteriorate; --The company does not generate positive discretionary cash flows; or -- Utz pursues additional large, debt-financed acquisitions or shareholder returns. VANGUARD MEDICAL: U.S. Trustee Appoints Arthur Peabody as PCO ------------------------------------------------------------- William Harrington, the U.S. Trustee for Region 2, appointed Arthur Peabody, Jr. as patient care ombudsman for Vanguard Medical, LLC. Mr. Peabody of Arthur E. Peabody, Jr. PLLC disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The ombudsman may be reached at: Arthur E. Peabody, Jr. Arthur E. Peabody, Jr. PLLC 600 Cameron St. Alexandria, VA 22314 Phone: (703) 798-1002 Email: arthurpeabody@mindspring.com About Vanguard Medical Vanguard Medical, LLC is a Connecticut limited liability company formed in September 2018. It conducts business throughout New England including significant business in the Commonwealth of Massachusetts. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-10561) on March 25, 2024. In the petition signed by Clancy Purcell, chief executive officer, the Debtor disclosed $7,796,609 in assets and $6,694,550 in liabilities. Judge Janet E. Bostwick oversees the case. Peter N. Tamposi, Esq., at the Tamposi Law Group, PC, represents the Debtor as legal counsel. VECTOR GROUP: Egan-Jones Retains CCC+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on May 24, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Vector Group Ltd. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Miami, Florida, Vector Group Ltd. operates as a holding company. VERINT SYSTEMS: Egan-Jones Retains BB Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on May 23, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Verint Systems Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Huntington, New York, Verint Systems Inc. provides analytic solutions for communications, interception, digital video security and surveillance, and enterprise business intelligence. VIASAT INC: Egan-Jones Retains CCC+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on May 29, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Carlsbad, California, Viasat, Inc. operates as a communication company. VIPER ENERGY: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable -------------------------------------------------------------- Fitch Ratings has upgraded the Long-Term Issuer Default Ratings (IDRs) of Viper Energy, Inc. and Viper Energy Partners LLC to 'BB' from 'BB-'. Fitch has also upgraded Viper Energy Partners LLC's senior secured revolving credit facility to 'BBB-'/'RR1' from 'BB+'/'RR1' and Viper Energy, Inc.'s senior unsecured notes to 'BB'/ 'RR4' from 'BB-'/'RR4'. The Rating Outlook is Stable. The upgrades and 'BB' IDR reflect Viper's increased size and scale, high-margin cost structure and lack of capex, strong credit metrics and Fitch's expectations for consistently positive FCF generation through the forecast. Viper's ratings also reflect its non-operated status, which Fitch believes is mitigated by its strategic relationship with parent Diamondback Energy, Inc. (NYSE: FANG; BBB/Rating Watch Positive), providing unique visibility into development plans, and the company's differentiated third-party strategy. KEY RATING DRIVERS Increased Size and Scale: Fitch views Viper's meaningful growth in production, acreage and reserves as commensurate with 'BB' category thresholds for a mineral and royalty interest owner. Viper's production size has grown by nearly 40% since FY 2022 and 60% since FY 2021 through a combination of accretive M&A activity and organic growth initiatives. Fitch forecasts 2024 full-year production of 47 Mboepd (56% oil) with low-to-mid single-digit growth thereafter. Fitch recognizes potential drop-down transactions following the pending merger between parent Diamondback and Endeavor Energy Resources, L.P. (BBB-/Positive Watch) could further enhance Viper's scale. However, impacts to the credit profile would be subject to the magnitude and funding mix of potential transactions. Unique Asset Base: Viper's asset base is unique relative to growth-oriented independent exploration and production (E&P) companies. Viper owns and acquires mineral and royalty interests in oil and gas properties across the Permian Basin. Viper's net royalty acreage is highly contiguous and largely undeveloped; in the core of the Permian, it is less than 35% developed. Given the royalty structure, the asset requires no operating expenses and provides organic growth opportunities without any capex, resulting in higher margins than operating peers in the Permian. FANG-Linked Production: Fitch forecasts Viper's net royalty production attributed to parent Diamondback Energy, Inc.'s operating activity to be maintained at approximately 60%-65%. Diamondback's highest-return wells are on Viper's net royalty acres in the Northern Midland Basin, and management expects Diamondback will continue to target this acreage in the near and medium terms. Fitch believes this linkage provides a production floor and drives Viper's production growth through the forecast. Fitch expects Viper's production growth from third-party operators to remain in the low- to mid-single-digit range. In general, Viper has strong insight into Diamondback's volumes and drilling plans, given their shared management team. This reduces volumetric and cash flow risks, and provides considerably less visibility and certainty around volumes from third-party non-operated interests. Consolidation of mineral interests on third-party acreage could result in additional cash flow risk in the longer term. Viper attempts to offset this risk by targeting royalty interests on acreage that is highly contiguous and core to key third-party operators, including Pioneer Natural Resources Co. (AA/Stable) and Endeavor Energy Resources, L.P. (BBB-/Positive Watch), which is slated to merge with FANG in 4Q24. Distribution Policy Provides Flexibility: Management's variable distribution rate of at least 75% of FCF rewards shareholders, while the remaining 25% provides Viper additional financial flexibility and capital optionality. The company's high margin profile and lack of capital costs supports robust FCF generation throughout Fitch's price deck. Fitch expects post-dividend FCF to be allocated toward repayment of the revolver in the near term and believes a portion could be used for M&A funding in the medium term. Sub-1.5x Leverage Metrics: Fitch forecasts Viper's debt/EBITDA of 1.3x in 2024 at Fitch's $75 WTI price. Fitch expects leverage will remain below 1.5x in the outer years of the forecast following continued repayment of the revolver borrowings and low to mid-single-digit production growth. Near-Term Hedging Program: Fitch expects Viper to maintain a near-term focused hedge program to protect from extreme downside while maximizing upside exposure. Currently, the company is hedging approximately 60% of its 2H24 oil production through deferred premium put options with an average strike price of $55/bbl. Management is also hedging Midland-Cushing oil basis and Waha natural gas basis to protect against in-basin price fluctuations, which have been volatile recently. As leverage continues to improve, Fitch believes management will reduce overall hedge coverage but will continue to retain extreme downside protection through puts in order to maintain liquidity, fund distributions and repay debt. Uplift from Linkage with Parent: Viper's IDR receives a one-notch uplift due to the moderate linkage between the company and its higher-rated parent, Diamondback. The linkage reflects the lack of strong legal ties (debt guarantees and cross defaults); weaker strategic ties, given Viper's low overall financial contribution; and moderate operational ties, as the companies have shared management personnel, including the same CEO, and as Diamondback generates stronger unit economics on Viper acreage. DERIVATION SUMMARY Viper is an independent E&P company focused on owning the mineral interests of the liquids-oriented Delaware and Midland basins, with 1Q24 net production of 46.6 thousand barrels of oil equivalent per day (Mboed) (55% oil). Production size, due to the nature of the royalties business, is substantially smaller than its 'BB' category E&P peers Matador Resources Company (BB-/Positive; 150 Mboepd), SM Energy Company (BB-/Stable; 145 Mboed) and Vermilion Energy Inc. (BB-/Stable; 86 Mboed). Viper's production is larger than mineral and royalties peer Sitio Royalties Operating Partnership, LP (B+/Stable; 35.7 Mboepd). As a minerals owner, Viper has minimal operating costs, which results in a Fitch-calculated unhedged cash netback of $39.2/barrel of oil equivalent (81% margin) for 1Q24, among the highest of Fitch's aggregate E&P peer group. This compares favorably to Sitio ($34.7/boe) Matador ($36.0/boe), SM (28.9/boe) and Vermilion ($23.3/boe). Viper's high unhedged cash netbacks and lack of capex result in peer-leading EBITDA margins and pre-dividend FCF margins. On a debt/EBITDA basis, Fitch forecasts Viper's leverage at 1.3x in 2024 and remaining below 1.5x in the outer years of the base case at midcycle prices through production growth and reduction of revolver borrowings. Debt/EBITDA metrics are in line with the 'BB' category thresholds and Fitch's Permian-focused E&P peer group. KEY ASSUMPTIONS - West Texas Intermediate oil prices of $75/bbl in 2024, $65/bbl in 2025, $60/bbl in 2026 and $60/bbl in 2027 and $57/bbl in 2028; - Henry Hub natural gas price of $2.50/mcf in 2024, $3/mcf in 2025 and 2026 and $2.75/mcf thereafter; - Single-digit production growth throughout the forecast; - Distribution rate of 75% in 2024 and thereafter; - FCF after dividends used to repay revolver borrowings; - No material M&A activity through the forecast. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade - Improving operational and/or strategic ties to Diamondback that leads to a stronger parent-subsidiary linkage; - Increased size and scale, resulting in midcycle EBITDA sustained above $750 million while maintaining a strong relationship with Diamondback; - Midcycle debt/EBITDA maintained below 2.0x on a sustained basis; - Leverage sensitivities are consistent with higher-rated peers and are unlikely to change upon future rating upgrades. Factors that could, individually or collectively, lead to negative rating action/downgrade - Erosion in Diamondback's credit profile or material reduction in parent support for Viper (on an ownership, acreage or production basis); - Change in financial policy, particularly regarding publicly stated leverage targets and debt-funded M&A appetite; - Midcycle debt/EBITDA above 3.0x on a sustained basis. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: At March 31, 2024, Viper had cash of $20 million and $577 million of borrowing capacity under the revolving credit facility ($273 million outstanding; $850 million of elected commitments under the $1.3 billion borrowing base). Fitch believes management's financial policy decisions will continue to reward shareholders through distributions and buybacks in the near term but will also allow for repayment of the revolver. Fitch recognizes Viper and its board has discretion to reduce its shareholder distribution percentage to preserve liquidity and/or pay down additional debt, consistent with its strategy in 2020 when the return of capital was cut to 25%. ISSUER PROFILE Viper Energy, Inc. and its subsidiary Viper Energy Partners LLC own the oil and gas mineral, royalty, overriding royalty, and similar interests operated primarily by its parent company Diamondback Energy, Inc. and third parties in the Permian basin. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Viper Energy Partners LLC LT IDR BB Upgrade BB- senior secured LT BBB- Upgrade RR1 BB+ Viper Energy, Inc LT IDR BB Upgrade BB- senior unsecured LT BB Upgrade RR4 BB- WESLEY ENHANCED: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Wesley Enhanced Living's (WEL) Issuer Default Rating (IDR) and ratings on revenue bonds issued by Philadelphia Authority for Industrial Development on behalf of WEL at 'BB'. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Wesley Enhanced Living (PA) LT IDR BB Affirmed BB Wesley Enhanced Living (PA) /General Revenues/1 LT LT BB Affirmed BB The affirmation and Stable Outlook reflect WEL's favorable occupancy and financial performance, which have stabilized following operating performance deterioration. The Outlook and ratings also reflect labor pressures and elevated bad debt expense over the past two fiscal years. Fitch expects operating results to slowly improve over time as macro inflationary pressures moderate. While the operating ratio remains elevated and cash to adjusted debt remains weak, both debt service coverage and liquidity remain adequate to provide a limited financial cushion to absorb future disruptions to operations. However, WEL's high exposure to skilled nursing revenues and governmental payers remains a potential credit factor. WEL has no additional debt plans and capital spending needs are manageable. SECURITY The bonds are secured by pledged revenues of the obligated group (OG), a mortgage lien on various WEL communities, and a debt service reserve fund (DSRF). KEY RATING DRIVERS Revenue Defensibility - 'bbb' Good Demand WEL enjoys favorable historical census levels across all service lines, which Fitch attributes to its pricing structure and well-established reputation in the competitive and well-penetrated southeastern Pennsylvania market. Over the last four fiscal years, WEL averaged 91% independent living unit (ILU) occupancy, 85% occupancy in its personal care (PC) units, and an 89% skilled nursing facility (SNF) bed census. Occupancy levels across its IL and PC service lines are stable, while SNF occupancy spiked in 1Q24 to 95% following the closure of WEL's Burholme campus, which is outside of the OG, and transfer of its residents primarily to WEL's Stapeley and Pennypack Park campuses. Historically, WEL's SNFs experienced some census capping due to staffing challenges. Through a combination of hiring practices and retention initiatives, WEL has maintained adequate staffing levels; however, wages and benefits, as well as the use of agency staff, remain elevated as a percentage of revenues. Fitch expects WEL's overall occupancy to remain favorable in fiscal 2024 and over the medium term. This is supported by renovation and repositioning projects at three of its five campuses over the past few years and a 24-36 month staged renovation of SNF beds at Doylestown currently in process. WEL has a track record of annual increases in both its monthly service and entrance fees. Over the past few years, WEL increased its entrance fees and monthly fees by modest amounts to maintain affordability against local housing costs. In fiscal 2024, WEL increased entrance and monthly fees on average by approximately 4% across most of its campus locations, consistent with local competition. At WEL's suburban locations, weighted average entrance fees are $167,000 and monthly fees are $2,600, which remain competitive with local market characteristics. Fitch views WEL's pricing flexibility as adequate, but somewhat limited, given its value-based business model that traditionally provides for a moderate and affordable pricing structure. Operating Risk - 'bb' Thin Operational Performance; High SNF Exposure WEL's operating margins historically have been thin (or negative), which Fitch attributes to its high concentration of SNF revenues and governmental payors, as well as its moderately priced contracts. WEL maintains high exposure to SNF and Medicaid revenues, which Fitch views as an asymmetric risk to WEL's operating risk profile. WEL's resident service revenues are heavily concentrated in its SNFs, which accounted for a high 57% of net resident service revenues in fiscal 2023. Additionally, Medicaid comprised a very high 66% of total fiscal 2023 SNF revenues. The high concentration to SNF revenues leaves WEL particularly susceptible to changes in governmental payor reimbursement and to ongoing staffing challenges. For ILUs, WEL primarily offers traditional (non-refundable) fee-for-service (Type-C) contracts. Each residency contract requires an upfront entrance fee and ongoing monthly fees. Overall, WEL's exposure to primarily non-refundable fee-for-service contracts is viewed favorably, as it eliminates actuarial risk and any future service liability, and shifts the financial burden of higher levels of care to residents. It also mitigates concerns over short-term cash flow pressures if a large amount of ILUs turnover in a given year. Over the last four fiscal years, WEL averaged a 107% operating ratio, negative 0.1% net operating margin (NOM), and 12.9% NOM-adjusted (NOMA). WEL benefitted from supplemental funding during the pandemic. Absent new supplemental funding, WEL's thin core operations create a reliance on ILU turnover and net entrance fee receipts for total cash flow and coverage levels. Elevated labor expense and use of agency staff remains a challenge. WEL's first quarter fiscal 2024 results reflect comparable operating results for the same period last year. Fitch expects fiscal 2024 operating performance to be in-line with to slightly weaker than fiscal 2023 despite WEL's improved census, rate increases, and ongoing revenue cycle initiatives. However, Fitch expects operating results to be adequate to achieve compliance with the 1.2x rate covenant and a 10%-12% NOMA, which is in line with previous operating results and adequate for the rating level. With WEL's major campus renovation and repositioning projects completed, WEL's capital spending is expected to be moderate over the next several years, likely no more than 50%-75% of depreciation (or $4 million to $6 million annually). Over the last four years, capital spending averaged 114% of depreciation, which translated into an adequate 14.6-year average age of plant at FYE 2023. WEL is undertaking a staged bed refresh project at its Doylestown SNF, which they expect to complete over the next 24-36 months. No new money debt issuance is planned. The bed refresh project will be funded from cash flow and unrestricted reserves. Overall, WEL's debt burden is manageable. In fiscal 2023, WEL's maximum annual debt service (MADS) was a manageable 10% of total revenues. However, debt to net available and revenue-only coverage was a weaker 9.7x and 0.0x, respectively, reflecting continued portfolio stress, which for fiscal 2024 (to-date) has improved. Fitch expects WEL's capital-related metrics to continue to experience some compression in fiscal 2024 and then slowly improve over the medium term as revenues and total cash flow levels continue to recover. Financial Profile - 'bb' Adequate Liquidity; Inflationary Pressures WEL's financial profile reflects its adequate, albeit modest, liquidity position and the expectation for improving MADS coverage levels in the out years of Fitch's base and stress case scenarios. This is as inflationary labor pressures abate and assuming routine increases in pricing at or above the level of expense inflation. At FYE 2023, WEL had approximately $32 million in unrestricted cash and investments, equal to 148 days cash on hand (DCOH), 35% cash to adjusted debt, debt to net available of 9.7x, and a 3.9x cushion ratio. The balance sheet remains comparable with FYE 2022. WEL benefitted from ILU turnover generating a robust and improved $12.1 million of net entrance fees for fiscal 2023. All new entrance fee agreements are fully amortizing providing for greater cash to build up as units turn over. Fitch believes WEL's key leverage and liquidity metrics remain adequate for the current rating level, but provide only limited financial flexibility and are expected to be weaker in fiscal 2024. Fitch includes WEL's entrance fee reserve fund and self-insurance reserves in the liquidity metric calculations, and WEL's DSRF in the cash to adjusted debt calculation. Fitch believes WEL's liquidity position is adequate for the rating level given its revenue diversification, solid historical demand, and exposure to fully amortizing and non-refundable Type-C contracts (except for a few remaining legacy agreements). However, WEL's investment mix includes about 70% in equities, making it particularly susceptible to market volatility in light of its already somewhat limited financial flexibility. WEL has reduced bad debt expense to $650,750 in fiscal 2023 from $810,000 in fiscal 2022. Bad debts were as high as $2.2 million in fiscal 2020. WEL's reported 1.72x debt service coverage at fiscal 2023 exceeded the 1.2x rate covenant per WEL's formal compliance calculation. Fitch's MADS coverage calculation (which does not adjust for discontinued operations or the release of refund reserves) was 1.5x. With ongoing operational improvement initiatives, particularly regarding labor, and stable to improving occupancy and census levels, Fitch believes WEL has modest but adequate financial flexibility at the current rating level to absorb some ongoing labor expense and other pressures. Fitch expects WEL's revenue growth will modestly outpace expense growth, which Fitch believes is achievable given WEL's historically solid demand indicators. Under these assumptions, WEL's key leverage metrics and coverage levels slowly improve, but remain consistent with the 'bb' financial profile assessment. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to meet the minimum 1.2x rate covenant; - Deterioration in liquidity levels that result in cash to adjusted debt below 30% or DCOH below 150 days, that is sustained over time; - Any adverse changes to the SNF landscape or governmental reimbursement modifications. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Retention of occupancy and census across all service lines at robust and/or pre-pandemic levels; - Improved unrestricted reserves and cash flow levels such that sustained cash to adjusted debt is at least 50%; - MADS coverage is greater than 1.5x sustained for multiple consecutive years. PROFILE Evangelical Services for the Aging (d/b/a Wesley Enhanced Living or WEL) was founded to operate and manage life plan communities (LPCs) and other senior living facilities in and around Philadelphia, PA. The WEL OG owns and operates five separate LPCs with a combined 1,165 units (635 ILUs, 170 PCUs, and 360 SNF beds) across its five OG campuses. Other members of the OG are WEL, WEL Foundation, and WEL Home Partners. In early fiscal 2024 WEL discontinued the operations of Burholme, a HUD community owned and operated by WEL that sat outside of the OG. Burholme residents were moved to WEL's other urban campus locations (particularly Stapeley and PennyPack Park). Fitch's analysis is based upon the OG, which reported $162 million in total assets and $82 million of operating revenues for fiscal 2023. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. WESTCHESTER COUNTY HEALTH: Moody's Cuts Ratings to B1 ----------------------------------------------------- Moody's Ratings has downgraded Westchester County Health Care Corporation's (WCHCC) (NY) and Charity Health System's (CHS) (NY) ratings to B1 from Ba1. The ratings are under review for further downgrade. Previously, the outlook was negative for all the ratings. WCHCC had $1.1 billion and CHS had $163 million of debt at fiscal year end 2023. The downgrade of WCHCC's rating to B1 reflects a material decline in liquidity to a very weak level concurrent with growing near-term demands on cash, increasingly high reliance on short-term bank lines, and higher than expected cashflow losses. Management turnover during significant financial stress contributes to high governance risk related to financial strategy and track record, which is a key driver to this rating action. The downgrade of CHS's rating to B1 is based on WCHCC's legal guarantee to pay debt service on CHS's bonds. The ratings are under review for further downgrade as Moody's assess the risk of additional liquidity and cashflow losses in the near term. RATINGS RATIONALE The B1 reflects Westchester County Health Care Corp.'s strong market position as the only tertiary and quaternary provider between New York City and Albany, material and durable volume growth on the main campus, and benefits from a new tower opening in early 2026. However, system liquidity will remain very weak with 30 days cash on hand at FYE 2023, over half of which included draws on bank lines that expire in October 2024. Weaker performance at the flagship in Q1 2024 will add to ongoing cashflow losses at the HealthAlliance and CHS. Liquidity stress will also come from billing disruptions related to CHS's IT conversion and a lawsuit settlement in 2024 and from costs to complete the tower if fundraising goals are not met in 2025. Management risk is higher with the unexpected departure of the CFO and upcoming retirement of the CEO. Additionally, covenant headroom is narrowing and CHS has a bullet maturity in November 2025. While WCHCC has strong governance ties to New York State and Westchester County and will continue to receive supplemental Medicaid funds, the rating assumes no extraordinary short-term support from these bodies based on the recent past. RATING OUTLOOK The ratings are under review for further downgrade as Moody's assess the risk of additional liquidity declines from cashflow losses, the settlement of a recent jury verdict related to a medical malpractice case, and costs for a large project. The review will consider whether mid-year Medicaid disproportionate share payments will help stabilize liquidity, financial performance in the second quarter, and the impact and timing of turnaround initiatives. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS An upgrade is unlikely in the foreseeable future, but could result from a combination of: -- Material growth in liquidity -- Sustained higher operating cashflow margins for the consolidated system including CHS -- Demonstrated financial support from Westchester County -- For Charity Health System, upgrade of Westchester County Health Care Corp. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to extend or renew bank lines of credit -- Decline in system cash on hand to below 25 days or cash-to-debt below 15% -- Failure to stem cash flow losses at WCHCC and/or Charity on a quarter to quarter basis -- Increased risk of covenant breach -- For Charity Health System, downgrade of Westchester County Health Care Corp. LEGAL SECURITY The sole obligated group member is WCHCC, which includes the Westchester Medical Center Valhalla and MidHudson campuses. The obligated group does not include HealthAlliance, CHS and certain other subsidiaries of WCHCC. The bonds have a pledge of gross receipts of the obligated group and mortgages, which consist of leasehold interests in the Valhalla and MidHudson campuses. WCHCC provides an irrevocable and unconditional guaranty covering full and timely payment of all scheduled payments of principal and interest on CHS's bonds. The guarantee is evidenced through a supplemental indenture to WCHCC's master trust indenture, putting CHS's bonds on parity with WCHCC's other MTI obligations. While the guarantee does not extend to accelerated bonds, the indenture does not allow for acceleration of principal and interest on CHS's bonds. Additionally, CHS's bonds are not subject to mandatory redemptions. CHS's bonds are secured by gross receivables of its obligated group, which includes the hospitals but excludes physician-related entities. PROFILE The Westchester County Health Care Corporation (WCHCC), a New York Public Benefit Corporation, operates the Westchester Medical Center including operations at the Valhalla campus and the MidHudson Regional Hospital in Poughkeepsie, New York. WCHCC is also the majority corporate member (60%) of Bon Secours Charity Health System with hospitals in Rockland and Orange Counties, and the sole member of HealthAlliance with hospitals in Ulster and Delaware Counties. The Valhalla campus is leased from Westchester County, although WCHCC has not been required to pay rent under the conditions of the lease agreement. METHODOLOGY The principal methodology used in the Westchester County Health Care Corporation, NY revenue ratings was US Not-for-profit Healthcare published in February 2024. WEX INC: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable ---------------------------------------------------------- Moody's Ratings has affirmed WEX Inc.'s Ba2 long-term corporate family rating and its Ba2 backed senior secured bank credit facility rating. WEX's outlook remains stable. RATINGS RATIONALE The ratings affirmation reflects the benefits of WEX's scaled and diversified portfolio of technology-driven payments solutions and consumer-directed benefits businesses, supported by positive secular growth trends. The company's three segments - Mobility, Corporate Payments and Benefits - have each reported solid revenue growth over several years. Each of these businesses are positioned well competitively, with solid profitability and cash flows. The ratings affirmation also reflects WEX's propensity to engage in debt-funded acquisitions. Although acquisitions have resulted in higher leverage and integration risks, WEX has demonstrated a track record of deleveraging and successful integrations. Moody's expect that WEX will maintain solid and stable growth in each of its segments over the next 12-18 months, with the possibility of natural fluctuations in performance driven by macroeconomic factors such as fuel prices and interest rates that are outside of the company's control. However, WEX's sensitivity to these factors makes it susceptible to stress during periods of economic decline, lower fuel prices, and lower interest rates, all of which could weaken its credit profile. WEX's banking subsidiary, WEX Bank, funds receivables generated in its Mobility and Corporate Payments segments. WEX Bank's funding profile consists primarily of brokered deposits and Health Savings Account (HSA) deposits, allowing the firm to fund business activities at a competitive cost. Over 90% of its deposits are FDIC insured and the small balance size and granular, specialized nature of HSA deposits makes WEX bank less at risk of rapid and sizeable deposit outflows. A large portion of WEX's HSA deposits are invested in a medium-duration portfolio of relatively high-quality fixed-income securities. WEX can liquidate a reasonable portion of the portfolio on short notice to offset potential deposit outflows without realizing losses. Unrealized losses on the portfolio were less than 3% of the portfolio fair value as of March 31, 2024. Regarding acquisitions, WEX made two sizeable acquisitions in the second half of 2023, mostly funded with increased borrowings on its revolving credit facility. However, strong EBITDA has allowed it to continue to operate at the low end of its target leverage ratio range. Moody's expect that the company will remain acquisitive, and that at the time of any future acquisitions its covenant debt/EBITDA ratio could spike to 4.5x or higher as it has immediately following previous large deals, consistent with management's previously stated tolerance. However, Moody's would also expect the company to subsequently reduce leverage back to its target ratio of 2.5x-3.5x within 12-18 months following an acquisition via organic growth and/or debt repayments. WEX's prior acquisitions have generated substantial goodwill resulting in a negative tangible equity to tangible assets ratio of -20.9% as of March 31, 2024, a key credit constraint. However, Moody's believe WEX's moderate leverage (as measured by debt/EBITDA) as well as its substantial cash flow generation partially offsets the increased credit risk from the company's negative tangible equity. The stable outlook reflects Moody's expectation that WEX will maintain solid and stable performance in each of its business segments. The stable outlook also considers that the company could increase leverage to fund large acquisitions, but that it would prioritize deleveraging back to its stated target leverage ratio range. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if WEX were to improve profitability so that its net income/average managed assets ratio exceeds 3% on a sustainable basis. Consistent demonstration of conservative financial policies, evidenced by a reduced willingness to engage in large debt-funded acquisitions, a lowering of its stated leverage ratio target, or using excess cash flow to reduce leverage instead of for shareholder distributions could lead to an upgrade. The ratings could be downgraded if WEX were to materially increase its leverage so that its company-reported bank covenant net debt/EBITDA ratio worsens to 5.0x or higher and persists for at least 12 months, or if the ratio were to rise above 5.5x. The ratings could also be downgraded if there were a deterioration in WEX's funding and liquidity, especially at WEX Bank, or if there was indication that the company was taking on more asset risk, funding risk, or interest rate risk. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. WOODLAND VEGAN: Seeks to Hire Ordinary Course Professionals ----------------------------------------------------------- Woodland Vegan Bistro, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to retain professionals used in the ordinary course of business. The Debtor needs ordinary course professionals to perform services for matters unrelated to this Chapter 11 case. The Debtor seeks to pay OCPs 100 percent of the fees and expenses incurred, capped at $10,000. The Debtor does not believe that any of the ordinary course professionals have an interest materially adverse to it, its estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCP's include: Erik Belfiore Belfiore Strategic and Financial Management, LLC 3617 Martins Dairy Circle Olney, MD 20832 Phone: (301) 367-5651 -- Finance and Operations Management Dana Thomas Thomas Accounting Specialists, LLC 6927 South Bennett Ave Chicago, IL 60649 Phone: (773) 749-7225 -- Accounting Services About Woodland Vegan Bistro, LLC Woodland Vegan Bistro, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.C. Case No. 24-00115-ELG) on April 17, 2024, listing up to $50,000 in both assets and liabilities. Judge Elizabeth L Gunn presides over the case. William C. Johnson, Jr., Esq. at The Johnson Law Group, LLC represents the Debtor as counsel. XEROX HOLDINGS: Egan-Jones Retains B+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on May 16, 2024, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Xerox Holdings Corporation. EJR also withdrew rating on commercial paper issued by the Company. Headquartered in Norwalk, Connecticut, Xerox Holdings Corporation operates as a holding company. XL COMPANIES: Unsecureds Will Get 8% to 15% of Claims in Plan ------------------------------------------------------------- XL Companies, Corp., filed with the U.S. Bankruptcy Court for the District of Utah a Plan of Reorganization dated June 4, 2024. The Debtor is a Utah corporation organized to provide transportation and trucking services for its customers. Through the Debtor's proposed Plan, the Reorganized Debtor will be able to distribute to creditors with unsecured claims at least $62,000.00, which will be between 8% to 15% of their claims, depending on the amount of the unsecured deficiency claims filed by the creditors in this Class. Class 9 contains all of the Allowed Nonpriority Unsecured Claims listed in the Debtor's Schedule E/F or which creditor have filed POC's including the following: American Express (POC 9) in the amount of $32,153.14; American Express (POC 10) in the amount of $5,854.03; American Express (POC 11) in the amount of $5,757.00; Cellco Partnership d/b/a Verizon Wireless (POC 13) in the amount of $5,202.36; CITI Bank in the amount of $20,366.00; First Insurance Funding (POC 16) in the amount of $39,642.79; Interstate Billing (POC 7) in the amount of $4,391.22; IRS (POC 8) in the amount of $221.48; Jackson Group Peterbilt in the amount of $40,419.73; Southern Tire Mart (POC 6) in the amount of $15,883.18; and, US Bank (POC 15) in the amount of $16,700.41. Class 9 also includes the unsecured portion of any Allowed Secured Claims in Classes 1,2,7, and 8. Creditors in Class 9 shall receive a prorata portion of variable quarterly payments for a period of 3 years, which the Debtor has calculated to be approximately $62,000.00. No interest will be paid on these claims. Such payments under the Plan shall commence no later than 90 days after the effective date. These payments will be in full satisfaction of the respective claims of the creditors in Class 9. Class 10 consists of Interest Holders. Jenkins will remain the sole owner of the Reorganized Debtor until such time as the Reorganized Debtor completes the payments of creditors in accordance with the Plan. Jenkins may not receive distributions, however, on account of his ownership interest, until the Claims in Class 9 have been paid as provided in the Plan. The Reorganized Debtor shall continue to operate the business and control the assets of the Debtor according to the Plan. Payment on account of Allowed Claims in Class 9 (Nonpriority Unsecured Claims) shall be made by the Reorganized Debtor from future revenue, cash on hand, additional financing or any other source available to the Reorganized Debtor. A full-text copy of the Plan of Reorganization dated June 4, 2024 is available at https://urlcurt.com/u?l=Sag8dh from PacerMonitor.com at no charge. Attorneys for the Debtor: Andres Diaz, Esq. Timothy J. Larsen, Esq. Diaz & Larsen 757 East South Temple, Suite 201 Salt Lake City, UT 84101 Tel: (801) 596-1661 Fax: (801) 359-6803 Email: courtmail@adexpresslaw.com About XL Companies XL Companies Corp. is a Utah corporation organized to provide transportation and trucking services for its customers. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 24-20931) on March 6, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Peggy Hunt presides over the case. Timothy J. Larsen, Esq., and Andres' Diaz, Esq., at Diaz & Larsen represent the Debtor as bankruptcy attorneys. YUM! BRANDS: Egan-Jones Retains BB- Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on May 14, 2024, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by YUM! Brands, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Louisville, Kentucky, YUM! Brands, Inc. owns and franchises quick-service restaurants. ZACHRY HOLDINGS: Seeks to Hire White & Case as Bankruptcy Counsel ----------------------------------------------------------------- Zachry Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire White & Case LLP as their attorneys. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of these Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates as the Debtors request; e. preparing pleadings in connection with these Chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. representing the Debtors in connection with obtaining authority to continue using cash collateral and, if necessary, obtain debtor in possession financing; g. representing the Debtors in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. advising the Debtors regarding tax matters; j. advising the Debtors in connection with corporate governance, transactional matters, other agreements with creditors and equity holders, the review and preparation of any necessary documents and agreements, and related actions; k. advising the Debtors in connection with any disputes or litigation that may arise in connection with these Chapter 11 cases, including with respect to the automatic stay, claims matters, the pursuit of claims by the Debtors against third parties, and otherwise; l. advising the Debtors with legal issues related to the Debtors' financial circumstances, including with respect to restructuring, financing, corporate, tax, litigation, mergers and acquisitions, and employment issues, in each case as may be necessary or appropriate; m. performing all other ancillary necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases, including assisting the Debtors in: (i) analyzing the legal aspects of the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors (if any); and (iii) advising the Debtors on corporate and litigation matters; n. taking any necessary action on behalf of the Debtors as the Debtors request to obtain approval of a disclosure statement and confirmation of a Chapter 11 plan, and all documents related thereto; and o. performing all other necessary legal services for the Debtors in connection with these Chapter 11 cases. The firm will be paid at these hourly rates: Partners $1,510 to $2,300 Counsel $1,470 Associates $795 to $1,430 Paraprofessionals $345 to $650 White & Case received retainers in the aggregate amount of $1,750,000. Bojan Guzina, Esq., a partner at White & Case, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bojan Guzina, Esq. White & Case, LLP 111 South Wacker Drive, Suite 5100 Chicago, IL 60606-4302 Tel: (312) 881-5365 Fax: (312) 881-5450 Email: bojan.guzina@whitecase.com About Zachry Holdings Zachry Holdings, Inc., is the engineering, construction, maintenance, turnaround and fabrication services offshoot of the storied family-owned business that began as H.B. Zachry Company one hundred years ago. The other offshoot, Zachry Construction, has operated separately from Zachry Industrial since the two businesses branched off from their common roots in 2008. None of the entities affiliated with Zachry Construction are Debtors in these Chapter 11 cases. The Zachry Group provides engineering and construction services to clients in the energy, chemicals, power, manufacturing, and industrial sectors across North America. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in assets and liabilities. James R. Old, general counsel, signed the petitions. Judge Marvin Isgur presides over the case. The Debtors tapped White & Case LLP as general bankruptcy counsel; Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation counsel; and Kurtzman Carson Consultants as notice & claims agent. ZACHRY HOLDINGS: Seeks to Tap M3 Advisory as Restructuring Advisor ------------------------------------------------------------------ Zachry Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire M3 Advisory Partners, LP as their restructuring advisor and designate Mohsin Y. Meghji as chief restructuring officer. The firm will render these services: a. evaluating the business operations and financial prospects of the client and prepare related cash flow forecasts, financial models and other analyses, as required; b. advising and assisting the client with its on-going assessment of its financial performance and its ability to repay its outstanding obligations under its credit facilities; c. assisting the client in the development and administration of its short-term cash flow forecasting, budgeting and related methodologies, as well as its cash management planning; d. providing such assistance as reasonably may be required by the client, its management, and advisors, in connection with preparation for and conduct of a reorganization process; e. working closely with the client's senior management team to assess strategic alternatives and costs/benefits of each alternative; f. assisting the client in obtaining and presenting such information as may be required by the parties in interest to these Chapter 11 cases and bankruptcy process; g. assisting in the preparation of financial-related disclosures required by the Court; h. assisting the professionals who are representing the client in the reorganization process or who are working for the client's various stakeholders to coordinate their efforts and individual work product in order to be consistent with the client's overall restructuring goals; i. assisting, if required, the client in communications and negotiations with its outside constituents; and j. providing such other services incidental to the foregoing or as M3, White & Case, and the client shall otherwise agree that is not duplicative of work others are performing for the client. In addition, the CRO will provide the following services: a. evaluating the business operations and financial prospects of the client and prepare related cash flow forecasts, financial models, and other analyses, as required; b. advising and assisting the client with its on-going assessment of its financial performance and its ability to repay its outstanding obligations under its credit facilities; c. assisting the client in the development and administration of its short-term cash flow forecasting, budgeting, and related methodologies, as well as its cash management planning; d. providing such assistance as reasonably may be required by the client, its management, and advisors, in connection with the conduct of a reorganization process; e. working closely with the client's senior management team to assess strategic alternatives and costs/benefits of each alternative; f. assisting the client in obtaining and presenting such information as may be required by the parties in interest to these chapter 11 cases and bankruptcy process; g. assisting in the preparation of financial-related disclosures required by the Court; h. assisting the professionals who are representing the client in the reorganization process or who are working for the client's various stakeholders to coordinate their efforts and individual work product in order to be consistent with the client's overall restructuring goals; i. assisting, if required, the client in communications and negotiations with its outside constituents; j. providing such other services as are reasonable and customary for a CRO in connection with an engagement of this nature or as M3, White & Case, and the client shall otherwise agree in writing. For the avoidance of doubt, the CRO services shall also include: (a) providing testimony before the Court or in connection with any other insolvency proceeding; and (b) providing upon request, subject to the CRO's reasonable availability, financial, operational, strategic, and restructuring updates related to the client to the client's creditor constituencies and their advisors; k. providing support to the client in preparation and review of the accuracy, achievability, reliability, relevance, usefulness, or other appropriateness of any financial projections; l. providing advice to the client on minimizing the overall costs and time of these chapter 11 cases; and m. in consultation with White & Case, supporting the client in creating detailed cashflow, balance sheet, and financial forecasts appropriate for the successful confirmation of a chapter 11 plan in these chapter 11 cases or otherwise consummating a restructuring of the client's liabilities. The firm will be paid at these hourly rates: Managing Partner $1,415 Senior Managing Director $1,305 Managing Director $1,075 to $1,205 Senior Director $1,050 Director $880 to $990 Vice President $786 Senior Associate $680 Associate $575 Analyst $470 Mr. Meghji's work as CRO will be billed at his regular hourly rate. M3 required an advance payment retainer of $250,000. Mohsin Y. Meghji, managing drector at M3 Advisory Partners, LP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mohsin Y. Meghji M3 Advisory Partners, LP 1700 Broadway, 19th Floor New York, NY 10019 Phone: (212) 202-2300 Email: mmeghji@m3-partners.com About Zachry Holdings Zachry Holdings, Inc., is the engineering, construction, maintenance, turnaround and fabrication services offshoot of the storied family-owned business that began as H.B. Zachry Company one hundred years ago. The other offshoot, Zachry Construction, has operated separately from Zachry Industrial since the two businesses branched off from their common roots in 2008. None of the entities affiliated with Zachry Construction are Debtors in these chapter 11 cases. The Zachry Group provides engineering and construction services to clients in the energy, chemicals, power, manufacturing, and industrial sectors across North America. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in assets and liabilities. James R. Old, general counsel, signed the petitions. Judge Marvin Isgur presides over the case. The Debtors tapped White & Case LLP as general bankruptcy counsel; Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation counsel; and Kurtzman Carson Consultants as notice & claims agent. ZACHRY HOLDINGS: Taps Hicks Thomas as Special Litigation Counsel ---------------------------------------------------------------- Zachry Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hicks Thomas LLP as special litigation counsel. Hicks Thomas' broad commercial litigation capabilities include a focus on bankruptcy disputes, including the following matters: -- In re Alfred Miller Contracting Co., Case No. 22-20400 (Bankr. W.D. La. (Lake Charles div.)); -- In re Eichor, Bankruptcy Case No. 4:21adv3937, Adv. Pro. No. 4:21-AP-03937, Civil Action No. 4:22cv3274 (Bankr. S.D. Tex.); -- In re Noble Corporation PLC, Case No. 20-33826 (DRJ) (Bankr. S.D. Tex.); -- In re Mattress Firm, Inc., Case No. 18-12241 (BLS) (Bankr. Del.); -- In re Exco Resources, Inc., Case No. 18-30155 (Bankr. S.D. Tex.); and -- In re Buccaneer Resources, LLC, Case No. 14-60041, Adv. Pro. No. 6:14-AP03937 (DJR) (Bankr. S.D. Tex.). The firm will be paid at these hourly rates: J. Stephen Barrick, Partner $750 John J. Deis, Partner $675 Eric A. Grant, Partner $750 Stephen M. Loftin, Partner $875 Paul L. Mitchell, Partner $950 John B. Thomas, Partner $950 Colin M. Watterson, Partner $695 Chris J. Richart, Sr. Counsel $750 Sofia C. Burnett, Associate $350 Mariana L. Jantz Associate $435 Jennifer R. Baker, Paralegal $250 Jeanie M. Loper, Paralegal $225 J. Maurice Taylor, Paralegal $250 Juan J. Yznaga, Paralegal $225 J. Stephen Barrick, a partner of Hicks Thomas, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Stephen Barrick, Esq. 700 Louisiana Street, Suite 2300 Houston, TX 77002 Tel: (713) 547-9167 Email: sbarrick@hicks-thomas.com About Zachry Holdings Zachry Holdings, Inc., is the engineering, construction, maintenance, turnaround and fabrication services offshoot of the storied family-owned business that began as H.B. Zachry Company one hundred years ago. The other offshoot, Zachry Construction, has operated separately from Zachry Industrial since the two businesses branched off from their common roots in 2008. None of the entities affiliated with Zachry Construction are Debtors in these chapter 11 cases. The Zachry Group provides engineering and construction services to clients in the energy, chemicals, power, manufacturing, and industrial sectors across North America. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in assets and liabilities. James R. Old, general counsel, signed the petitions. Judge Marvin Isgur presides over the case. The Debtors tapped White & Case LLP as general bankruptcy counsel; Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation counsel; and Kurtzman Carson Consultants as notice & claims agent. ZACHRY HOLDINGS: Taps Susman Godfrey as Special Litigation Counsel ------------------------------------------------------------------ Zachry Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Susman Godfrey LLP as special litigation counsel. The firm will serve as special litigation counsel in connection with the adversary proceeding styled Zachry Industrial, Inc. v. Golden Pass LNG Terminal LLC, Adv. Pro. No. 24-03105 (MI), commenced by Zachry Industrial Inc. ("ZII") on May 21, 2024 and related matters as to which the Debtors' general bankruptcy counsel may have conflicts of interest. The firm will be paid at these rates: Richard Hess $850 per hour Adam Carlis $850 per hour Hunter Vance $850 per hour Jesse-Justin Cuevas $800 per hour Jeff McLaren $400 per hour Richard W. Hess, partner of Susman Godfrey L.L.P., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Susman Godfrey can be reached at: Richard W. Hess, Esq. SUSMAN GODFREY L.L.P. 1000 Louisiana Street, Suite 5100 Houston, TX 77002 Tel: (713) 651-9366 About Zachry Holdings Zachry Holdings, Inc., is the engineering, construction, maintenance, turnaround and fabrication services offshoot of the storied family-owned business that began as H.B. Zachry Company one hundred years ago. The other offshoot, Zachry Construction, has operated separately from Zachry Industrial since the two businesses branched off from their common roots in 2008. None of the entities affiliated with Zachry Construction are Debtors in these Chapter 11 cases. The Zachry Group provides engineering and construction services to clients in the energy, chemicals, power, manufacturing, and industrial sectors across North America. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in assets and liabilities. James R. Old, general counsel, signed the petitions. Judge Marvin Isgur presides over the case. The Debtors tapped White & Case LLP as general bankruptcy counsel; Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation counsel; and Kurtzman Carson Consultants as notice & claims agent. [*] James Grogan Joins Greenberg Traurig's Bankruptcy Practice -------------------------------------------------------------- Global law firm Greenberg Traurig, LLP expanded its Restructuring & Bankruptcy Practice with the addition of Shareholder James Grogan. He joins from Paul Hastings, where Grogan practiced for almost 14 years and served as a partner. "Greenberg Traurig has a collaborative, client-centric approach to legal services which has significantly contributed to our growth. The addition of James exemplifies our strategic approach on expanding firm offerings with industry-leading practitioners in both the Restructuring & Bankruptcy Practice and Texas," Greenberg Traurig Executive Chairman Richard A. Rosenbaum said. With nearly 25 years of legal experience, Mr. Grogan's practice includes representation of both company and creditor clients in complex financial restructurings, bankruptcy cases, and out-of-court workouts. He also works with clients on strategy design and implementation for negotiation and litigation processes, offering significant contributions as the lead trial counsel in bankruptcy disputes. Grogan's practice crosses a multitude of sectors such as oil and gas, health care, FinTech and payments, corporate finance, and technology, media, and telecommunications among others. Based in Houston, Mr. Grogan will collaborate with colleagues in the firm's Texas offices and beyond. His work extends to cross-border restructuring projects, representing some of the most noteworthy market engagements in recent years. Apart from his representations in bankruptcy court, he is regularly involved in appellate matters connected to bankruptcy cases. "James has vast experience with bankruptcy law, which has equipped him to guide clients through complex matters arising in an everchanging market. His legal representation includes ground-breaking matters such as the first U.S. bankruptcy case involving a cryptocurrency business, as well as significant representation of companies such as WorldCom and Lehman Brothers. Furthermore, his stellar reputation, dedication to legal practice, and values align well with the principles of Greenberg Traurig and our global bench," said Shari L. Heyen co-chair of the firm's Global Restructuring & Bankruptcy Practice and co-regional operating shareholder of Texas. "Greenberg Traurig's global platform, coupled with its dedication to client service, was a critical factor in my decision to come on board," Grogan said. "I look forward to being part of an esteemed group of talented lawyers and collaborating with my Greenberg Traurig colleagues both in Texas and globally." Mr. Grogan received his J.D. from the University of Kansas School of Law and a B.A. from Wheaton College. He is licensed to practice law in Texas and New York. About Greenberg Traurig, LLP -- Texas Texas is important to Greenberg Traurig, LLP and the firm's history. With more than 160 Texas lawyers in Austin, Dallas, and Houston, Greenberg Traurig has deep roots in the Texas business, legal, and governmental communities. Greenberg Traurig Texas works with clients to address their interdisciplinary legal needs across the state utilizing the firm's global platform. The Texas attorneys are experienced in industries key to the state's future, including aviation, chemicals, construction, education, energy and natural resources, financial institutions, health care, hedge funds, hospitality, infrastructure, insurance, media, medical devices, pharmaceutical and biotechnology, real estate, retail, sports, technology and software, telecommunications, transportation, and video games and esports. About Greenberg Traurig Greenberg Traurig, LLP has more than 2750 attorneys in 47 locations in the United States, Europe and the Middle East, Latin America, and Asia. The firm is a 2022 BTI "Highly Recommended Law Firm" for superior client service and is consistently among the top firms on the Am Law Global 100 and NLJ 500. Greenberg Traurig is Mansfield Rule 6.0 Certified Plus by The Diversity Lab. The firm is recognized for powering its U.S. offices with 100% renewable energy as certified by the Center for Resource Solutions Green-e(R) Energy program and is a member of the U.S. EPA's Green Power Partnership Program. The firm is known for its philanthropic giving, innovation, diversity, and pro bono. Web: http://www.gtlaw.com. [^] BOND PRICING: For the Week from June 17 to 21, 2024 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 54.601 5/1/2025 99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026 99 Cents Only Stores LLC NDN 7.500 4.993 1/15/2026 99 Cents Only Stores LLC NDN 7.500 4.993 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 56.613 12/1/2024 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 47.559 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 47.353 2/15/2028 Amyris Inc AMRS 1.500 2.987 11/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 0.750 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 0.750 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 0.750 8/15/2026 At Home Group Inc HOME 7.125 27.069 7/15/2029 At Home Group Inc HOME 7.125 27.069 7/15/2029 Athene Global Funding ATH 2.750 99.797 6/25/2024 Athene Global Funding ATH 2.750 99.990 6/25/2024 Audacy Capital Corp CBSR 6.500 3.875 5/1/2027 Audacy Capital Corp CBSR 6.750 3.875 3/31/2029 Audacy Capital Corp CBSR 6.750 3.375 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Beasley Mezzanine Holdings LLC BBGI 8.625 60.699 2/1/2026 Beasley Mezzanine Holdings LLC BBGI 8.625 59.234 2/1/2026 Biora Therapeutics Inc BIOR 7.250 58.087 12/1/2025 CommScope Inc COMM 8.250 47.953 3/1/2027 CommScope Inc COMM 8.250 48.532 3/1/2027 CommScope Technologies LLC COMM 5.000 41.520 3/15/2027 CommScope Technologies LLC COMM 5.000 42.211 3/15/2027 CorEnergy Infrastructure Trust Inc CORR 5.875 70.500 8/15/2025 Curo Group Holdings Corp CURO 7.500 4.000 8/1/2028 Curo Group Holdings Corp CURO 7.500 23.000 8/1/2028 Curo Group Holdings Corp CURO 7.500 4.759 8/1/2028 Customers Bank NCBKPA 6.125 96.000 6/26/2029 Cutera Inc CUTR 2.250 19.500 6/1/2028 Cutera Inc CUTR 4.000 18.296 6/1/2029 Cutera Inc CUTR 2.250 33.555 3/15/2026 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.350 16.419 3/15/2040 Danimer Scientific Inc DNMR 3.250 17.000 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.063 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.050 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.167 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.500 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.167 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.300 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 1.924 8/15/2027 Embarq Corp EMBARQ 7.995 19.962 6/1/2036 Energy Conversion Devices Inc ENER 3.000 0.762 6/15/2013 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 43.289 1/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 43.289 1/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 29.000 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 19.990 7/15/2026 Federal Agricultural Mortgage Corp FAMCA 5.721 99.034 6/28/2024 Federal Home Loan Banks FHLB 4.000 57.164 9/23/2024 Federal Home Loan Banks FHLB 4.000 99.383 6/28/2024 Federal Home Loan Banks FHLB 3.250 99.365 6/28/2024 Federal Home Loan Banks FHLB 0.400 99.836 6/25/2024 Federal Home Loan Banks FHLB 0.420 99.355 6/24/2024 Federal Home Loan Banks FHLB 0.330 96.872 6/24/2024 Federal Home Loan Banks FHLB 0.470 97.346 6/24/2024 Federal Home Loan Banks FHLB 1.060 96.315 7/25/2024 Federal Home Loan Banks FHLB 3.000 99.360 6/28/2024 Federal Home Loan Banks FHLB 3.125 99.362 6/28/2024 Federal Home Loan Banks FHLB 0.400 99.863 6/25/2024 Federal Home Loan Banks FHLB 0.400 56.670 9/23/2024 Federal Home Loan Banks FHLB 2.000 99.338 6/28/2024 Federal Home Loan Banks FHLB 0.400 99.863 6/25/2024 Federal Home Loan Banks FHLB 0.440 99.296 6/28/2024 Federal Home Loan Mortgage Corp FHLMC 3.050 99.362 6/28/2024 Federal Home Loan Mortgage Corp FHLMC 3.000 99.367 6/28/2024 Federal Home Loan Mortgage Corp FHLMC 3.000 99.367 6/28/2024 Federal Home Loan Mortgage Corp FHLMC 0.450 90.953 9/11/2024 Federal Home Loan Mortgage Corp FHLMC 3.030 99.367 6/28/2024 Federal Home Loan Mortgage Corp FHLMC 3.100 99.369 6/28/2024 Federal Home Loan Mortgage Corp FHLMC 3.125 99.369 6/28/2024 Federal National Mortgage Association FNMA 0.350 99.322 6/28/2024 Federal National Mortgage Association FNMA 0.410 91.540 9/16/2024 Federal National Mortgage Association FNMA 0.400 91.540 9/16/2024 First Republic Bank/CA FRCB 4.375 4.280 8/1/2046 First Republic Bank/CA FRCB 4.625 3.893 2/13/2047 Fisker Inc FSRN 2.500 0.010 9/15/2026 GNC Holdings Inc GNC 1.500 0.833 8/15/2020 German American Bancorp GABC 4.500 92.233 6/30/2029 German American Bancorp GABC 4.500 92.233 6/30/2029 German American Bancorp GABC 4.500 92.233 6/30/2029 Goldman Sachs Group Inc/The GS 5.569 100.000 6/27/2024 Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 7.974 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 8.245 6/1/2026 Hallmark Financial Services Inc HALL 6.250 15.280 8/15/2029 Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026 Hughes Satellite Systems Corp SATS 6.625 45.946 8/1/2026 Hughes Satellite Systems Corp SATS 6.625 46.182 8/1/2026 Hughes Satellite Systems Corp SATS 6.625 46.182 8/1/2026 INNOVATE Corp VATE 7.500 34.000 8/1/2026 Inseego Corp INSG 3.250 46.000 5/1/2025 Invacare Corp IVC 4.250 1.002 3/15/2026 Invitae Corp NVTA 2.000 87.500 9/1/2024 JPMorgan Chase Bank NA JPM 2.000 87.502 9/10/2031 Johnson Controls Inc JCI 3.625 99.875 7/2/2024 Karyopharm Therapeutics KPTI 3.000 64.741 10/15/2025 Ligado Networks LLC NEWLSQ 15.500 15.000 11/1/2023 Ligado Networks LLC NEWLSQ 17.500 3.000 5/1/2024 Ligado Networks LLC NEWLSQ 15.500 14.625 11/1/2023 Lightning eMotors Inc ZEVY 7.500 1.326 5/15/2024 Lumen Technologies Inc LUMN 4.500 28.644 1/15/2029 Lumen Technologies Inc LUMN 4.500 28.570 1/15/2029 Luminar Technologies Inc LAZR 1.250 40.000 12/15/2026 MBIA Insurance Corp MBI 16.850 5.250 1/15/2033 MBIA Insurance Corp MBI 16.850 4.924 1/15/2033 Macy's Retail Holdings LLC M 6.700 84.809 7/15/2034 Macy's Retail Holdings LLC M 6.900 90.106 1/15/2032 Mashantucket Western Pequot Tribe MASHTU 7.350 50.000 7/1/2026 Midland States Bancorp Inc MSBI 5.000 91.500 9/30/2029 Millennium Escrow Corp CFIELD 6.625 51.675 8/1/2026 Millennium Escrow Corp CFIELD 6.625 52.026 8/1/2026 Morgan Stanley MS 1.800 76.284 8/27/2036 NanoString Technologies NSTG 2.625 74.654 3/1/2025 Office Properties Income Trust OPI 4.500 78.165 2/1/2025 Photo Holdings Merger Sub Inc SFLY 8.500 47.500 10/1/2026 Photo Holdings Merger Sub Inc SFLY 8.500 47.500 10/1/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 27.750 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 27.950 5/15/2026 Qwest Capital Funding Inc QWECOM 6.875 36.790 7/15/2028 Rackspace Technology Global Inc RAX 5.375 25.899 12/1/2028 Rackspace Technology Global Inc RAX 3.500 30.000 2/15/2028 Rackspace Technology Global Inc RAX 3.500 29.627 2/15/2028 Rackspace Technology Global Inc RAX 5.375 26.527 12/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 8.000 40.750 11/15/2026 Rite Aid Corp RAD 7.500 40.250 7/1/2025 Rite Aid Corp RAD 7.700 2.625 2/15/2027 Rite Aid Corp RAD 8.000 40.312 11/15/2026 Rite Aid Corp RAD 7.500 40.067 7/1/2025 Rite Aid Corp RAD 6.875 3.742 12/15/2028 Rite Aid Corp RAD 6.875 3.742 12/15/2028 RumbleON Inc RMBL 6.750 63.234 1/1/2025 SRS Distribution Inc SRSDIS 4.625 101.535 7/1/2028 SVB Financial Group SIVB 3.500 61.000 1/29/2025 SVB Financial Group SIVB 4.100 0.750 N/A Sandy Spring Bancorp Inc SASR 4.250 85.000 11/15/2029 Shift Technologies Inc SFT 4.750 0.380 5/15/2026 Spanish Broadcasting System Inc SBSAA 9.750 54.800 3/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 53.393 3/1/2026 Spirit Airlines Inc SAVE 1.000 49.750 5/15/2026 Spirit Airlines Inc SAVE 4.750 73.000 5/15/2025 Symetra Financial Corp SYA 4.250 99.644 7/15/2024 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 9.129 5/15/2027 Trinity Industries Inc TRN 4.550 99.894 10/1/2024 Veritone Inc VERI 1.750 36.750 11/15/2026 Virgin Galactic Holdings SPCE 2.500 31.883 2/1/2027 Voyager Aviation Holdings LLC VAHLLC 8.500 15.718 5/9/2026 Voyager Aviation Holdings LLC VAHLLC 8.500 15.718 5/9/2026 Voyager Aviation Holdings LLC VAHLLC 8.500 15.718 5/9/2026 WeWork Cos US LLC WEWORK 12.000 1.230 8/15/2027 Wells Fargo & Co WFC 3.498 97.262 7/30/2024 Wesco Aircraft Holdings WAIR 9.000 11.865 11/15/2026 Wesco Aircraft Holdings WAIR 13.125 2.057 11/15/2027 Wesco Aircraft Holdings WAIR 13.125 2.057 11/15/2027 Wesco Aircraft Holdings WAIR 9.000 11.865 11/15/2026 Wheel Pros Inc WHLPRO 6.500 16.306 5/15/2029 Wheel Pros Inc WHLPRO 6.500 16.306 5/15/2029 fuboTV Inc FUBO 3.250 54.500 2/15/2026 iHeartCommunications Inc IHRT 8.375 39.452 5/1/2027 ********* 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 ***