/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/241209.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, December 9, 2024, Vol. 28, No. 343 Headlines 340 BISCAYNE: Secured Party Sets Dec. 17 Auction for Collateral 47-30 REALTY: Hires Kucker Marino Winiarsky as Counsel ACADEMIR CHARTER: Moody's Affirms Ba2 Rating on 2022 Revenue Bonds ACADEMY FOR ACADEMIC: Moody's Affirms Ba1 Rating on 2020A/B Bonds ACCORD LEASE: Gets Interim OK to Use Cash Collateral ADVANCE AUTO: Moody's Assigns 'Ba1' CFR & Alters Outlook to Stable AEC PARENT: Moody's Lowers CFR to Caa1, Outlook Remains Negative AGILE THERAPEUTICS: Beryl Entities Cease Ownership of Shares AIO US: Deadline to File Claims Set for Jan. 17, 2025 ALABAMA RENTALS: Seeks Court Nod to Use Cash Collateral ALL STAR TRUCKING: Seeks Cash Collateral Access Until April 2025 ALPHA METALLURGICAL: S&P Upgrades ICR to 'BB-', Outlook Stable ALPINEBAY INC: Case Summary & Four Unsecured Creditors ALUMAX INC: Case Summary & 20 Largest Unsecured Creditors AMNEAL PHARMACEUTICALS: Moody's Ups CFR to B1, Outlook Stable AMS INTERMEDIATE: Moody's Affirms 'B3' CFR, Outlook Remains Stable ANCORA SERVICES: Seeks Cash Collateral Access ARCUTIS BIOTHERAPEUTICS: Rubric Capital, D. Rosen Hold 9.38% Stake B & J EXPRESS: Creditors to Get Proceeds From Liquidation BAY RIDGE PREPARATORY: S&P Assigns 'BB' LT Rating on Revenue Bonds BEAR BRICK OVEN: Case Summary & 20 Largest Unsecured Creditors BIFM CA BUYER: Moody's Rates Upsized First Lien Term Loan 'B3' BLINK FITNESS: Latham & Watkins Represents PureGym in Acquisition BOSTON WINDOW: Claims to be Paid From Asset Sale Proceeds BRIGHT ANGLE: Gets Interim OK to Use Cash Collateral BUTLER HEALTH: Fitch Lowers IDR to 'BB+', Outlook Negative CACTUS LAND: Unsecureds Will Get 85% of Claims in Plan CALPINE CORP: Fitch Affirms 'B+' IDR, Outlook Stable CANVAS PROS: To Sell Real Estate Business to Amprop Ventures CITY BREWING: Seeks Financial Support, Considers Restructuring COMTECH TELECOMMUNICATIONS: Archon Capital No Longer Holds Shares COMTECH TELECOMMUNICATIONS: Needham Entities Hold 5.27% Stake CONCORDIA ANESTHESIOLOGY: Seeks to Extend Plan Exclusivity CORREIA CONTRACTING: Taps Law Office of David G. Baker as Attorney CORSAIR GAMING: S&P Withdrew 'BB-' Issuer Credit Rating COWTOWN BUS: Seeks to Sell Business Assets in Auction CRACKED EGGERY: Case Summary & Eight Unsecured Creditors CVR ENERGY: Moody's Cuts CFR to B2 & Senior Unsecured Notes to B3 DATO A/C: Gets Interim OK to Use Cash Collateral Until Jan. 31 DAVIS AUTO: Involuntary Chapter 11 Case Summary DAWNSTAR CORPORATION: Case Summary & 10 Unsecured Creditors DHW WELL: Hires Langley & Banack Inc. as Attorney DMFYD LIC: Seeks to Hire Kantrow Law Group as Bankruptcy Counsel DOMAN BUILDING: $50MM Add-on Notes No Impact on Moody's 'Ba3' CFR DRW HOLDINGS: $200MM Term Loan Upsize No Impact on Moody's Ba2 CFR DURHAM HOMES: Hires Pay DIFS LLC as Discovery Consultant EDKEY INC: S&P Lowers 2016 Revenue Bonds Rating to 'D' EDWARDS PETROLEUM: Seeks Court Nod to Use Cash Collateral EEGEE'S LLC: Case Summary & 20 Largest Unsecured Creditors EL DORADO GAS: Court OK's Undisputed Equipment Sale in Auction ELECTRICAL CONNECTIONS: Seeks Chapter 11 Bankruptcy in Wyoming ENVIVA INC: Emerges From Chapter 11 Bankruptcy Protection EP GLOBAL: Moody's Lowers CFR to B3 & Alters Outlook to Stable FAMILY OF CARE: Seeks to Hire Ordinary Course Professionals FCA CONSTRUCTION: Gets Interim OK to Use Cash Collateral FINTHRIVE SOFTWARE: S&P Upgrades ICR to 'CCC+', Outlook Stable FLATIRON NEW: Hires Gatton & Associates P.C. as Attorney FOOTBALL NATION: Voluntary Chapter 11 Case Summary FRANCISCAN FRIARS: Hires Snell & Wilmer LLP as Special Counsel FRONTDOOR INC: S&P Rates New $800MM First-Lien Term Loan B 'BB-' FTX TRADING: Court OKs Clawback Agreement w/ Former Alameda CEO FULL CIRCLE: Unsecureds Will Get 8% to 10% of Claims in Plan FUTURE FINTECH: Gets 180-Day Extension to Regain NASDAQ Compliance GENESIS ENERGY: S&P Rates Senior Unsecured Notes Due 2033 'B' GLOBAL ALARM: Seeks to Hire Gagnon & Wendt as Private Investigator GO DADDY: S&P Rates Proposed $1.462BB Secured Term Loan B-8 'BB' GREENWICH INVESTMENT: Asset Management Business Sale OK'd GUNNISON VALLEY: Hires THK Associates Inc. as Appraiser H6 COMPANY: Seeks to Hire Richard P. Cook PLLC as Attorney HARDINGE INC: Hires Pyramid Brokerage as Real Estate Broker HARE TAYLOR: Case Summary & 13 Unsecured Creditors HECLA MINING: S&P Alters Outlook to Stable, Affirms 'B+' ICR HERTZ GLOBAL: S&P Lowers Senior Secured Debt Rating to 'B' HERTZ GLOBAL: Sells Junk-Bond Deal to Repay Debt HOMETOWN LENDERS: Court Approves Use of Cash Collateral HS MIDCO: S&P Affirms 'B-' ICR on Improving EBITDA Margins HYSTER-YALE MATERIALS: Moody's Ups CFR to Ba3, Outlook Stable IBIO INC: Reports $3.99 Million Net Loss in Q1 2025 ICAP ENTERPRISES: Completes Ch. 11 Under Joint Plan of Liquidation ICON AIRCRAFT: Court Clears Chapter 11 Plan w/ Investor Claims Deal IDEANOMICS INC: Dec. 12 Deadline Set for Panel Questionnaires INCORA: Judge Sets Christmas Deadline for Disputing Creditors IRON MOUNTAIN: Moody's Rates New $750MM Sr. Unsecured Notes 'Ba3' ISOLVED INC: S&P Rates Repriced First-Lien Term Loan Due 2030 'B' ISUN INC: Chapter 11 Plan Omitted Unpaid Salary, Ex-CEO Says IYS VENTURES: Hires Sargent Consulting as Damage Expert IYS VENTURES: Updates Unsecured Claims Pay Details; Amends Plan J&K SAI HOSPITALITY: Case Summary & 13 Unsecured Creditors JANE STREET: Moody's Assigns 'Ba1' Rating to $1BB Term Loan Upsize JM CARTER: Case Summary & 15 Unsecured Creditors JO ON THE GO: Hires L. Laramie Henry as Attorney KAL FREIGHT: Case Summary & 30 Largest Unsecured Creditors KAL FREIGHT: Files for Chapter 11 to Restructure Operations KATOMKA ENTERPRISES: Court OKs Interim Use of Cash Collateral KING'S MOVING: Court Approves Interim Use of Cash Collateral KINGDOM EMPOWERMENT: Starts Subchapter V Bankruptcy Process L.A.R.E. PARTNERS: Hires Cristo Law Group LLC as Legal Counsel LAB TEST PRODUCTS: Unsecureds Will Get 6% of Claims over 5 Years MAPLE BANK: Liquidator Gets Court Approval to Wind-Up Assets MARK A. SCHUSTERMAN: Case Summary & 20 Top Unsecured Creditors MEGA BROADBAND: $100MM Dividend Recap No Impact on Moody's B2 CFR MERCURY INVESTMENTS: Seeks to Use Cash Collateral Until Jan. 31 MH SUB I: S&P Rates Proposed $2BB First-Lien Term Loan 'B' MINI MANIA: Seeks Cash Collateral Access Until July 2025 MONTICELLO CONSTRUCTION: Seeks 60-Day Extension of Plan Filing NEW CENTURY: Seeks to Extend Plan Exclusivity to June 1, 2025 NEW FORTRESS: Moody's Confirms B2 CFR & Alters Outlook to Negative NEW YORK'S PREMIER: Gets OK to Use Cash Collateral Until Dec. 20 NORTH EASTERN INDUSTRIES: Seeks to Use Cash Collateral Until March NU STYLE: Seeks to Hire Saltzman LLC as Valuation Expert NUO THERAPEUTICS: Reports $578,167 Net Loss in Fiscal Q3 OLYMPIA INVESTMENTS: Hires Horvath & Tremblay DC LLC as Broker OLYMPIA INVESTMENTS: Hires Shulman Rogers as Special Counsel ORIGINAL MOWBRAY'S: Hires Hilco Valuation Services as Appraiser PATRIOT TRANSPORT: Hires KRD Ltd. as Ordinary Course Professional PHB 2023: Case Summary & 14 Unsecured Creditors PICCARD PETS: Gets OK to Use Cash Collateral; Sets Feb. 25 Hearing PLANET FINANCIAL: Fitch Assigns 'B+(EXP)' IDR, Outlook Stable PLANET FINANCIAL: Moody's Assigns 'B2' CFR, Outlook Stable PLANTING HOPE: Argo Tea Parent Co. Seeks Chapter 7 Bankruptcy PLUMBING CO: Case Summary & 10 Unsecured Creditors PMHC II INC: Moody's Affirms 'B3' CFR, Outlook Remains Stable POTTSVILLE OPERATIONS: Hires Meridian Capital Group as Broker POWERSCHOOL HOLDINGS: S&P Withdraws 'B' Issuer Credit Rating PREMIUM CRANE: Hires Buddy D. Ford P.A. as Attorney PROFESSIONAL PROCESS: Gets Final OK to Use Cash Collateral QLIK PARENT: Fitch Affirms 'B' LongTerm IDR, Outlook Stable QUIKRETE HOLDINGS: Moody's Puts 'Ba2' CFR on Review for Downgrade RECOMBINETICS INC: Hires Faegre Drinker Biddle as Counsel RECOMBINETICS INC: Hires Teneo Capital LLC as Financial Advisor RED RIVER: Future's Claimants Tap EconONE Research as Expert RESONETICS LLC: S&P Rates Repriced First-Lien Term Loan Rated 'B-' RIGHT SIZE: Court OKs Interim Use of Cash Collateral Until Dec. 31 ROCKVILLE CENTRE: Reaches $323M Settlement in Bankruptcy SANDISK CORP: Fitch Assigns BB LongTerm IDR, Outlook Stable SERVICE LOGIC: Moody's Affirms 'B3' CFR, Outlook Remains Stable SLATER PARK: Gets Interim OK to Use Cash Collateral SOLID BIOSCIENCES: Adage Capital Holds 4.55% Equity Stake SOLID BIOSCIENCES: Invus Entities Hold 6.2% Equity Stake SOUTHWEST COMMUNITY: Court OKs Interim Use of Cash Collateral SPACE SHADOW: Court OK's Henderson Property Sale for $6.1MM SPECTRUM GROUP: Moody's Cuts CFR to Caa3 & Alters Outlook to Neg. STAFFING 360: Incurs $2.84 Million Net Loss in Third Quarter STAR AIRCONDITIONING: Unsecureds to Split $15,500 over 3 Years STAR WELLINGTON: Hires Sunbelt Business as Business Broker STEWARD HEALTH CARE: Pa. Gets Extra Time to Secure Hospital Funds SUNNY ROSE: Hires Law Office of W. Derek May as Counsel SUSHI GARAGE: To Sell Liquor License Interest to Dover Contreras TAKEOFF TECHNOLOGIES: Unsecureds Will Get 1.9% of Claims in Plan TLC MEDICAL: Court OKs Interim Use of Cash Collateral TONIX PHARMACEUTICALS: Reports $14.2 Million Net Loss in Fiscal Q3 TOTALLY COOL: Hires IEH Laboratories as FDA Consultant TOTALLY COOL: Hires Jeffery D. Stine CPA P.A. as Accountant ULTRA SAFE: Committee Hires Potter Anderson & Corroon as Counsel ULTRA SAFE: Committee Hires Seward & Kissel LLP as Counsel ULTRA SAFE: Committee Taps Emerald Capital as Financial Advisors URBAN ONE: Registers 7.75M Additional Shares Under Equity Plan URBAN ONE: Reports $31.4 Million Net Loss in Fiscal Q3 UROGEN PHARMA: Adage Capital Holds 8.87% Equity Stake US ACUTE CARE: $200MM Notes Add-on No Impact on Moody's 'B3' CFR VERITIV OPERATING: Moody's Assigns 'B1' CFR, Outlook Stable VIASAT INC: Baupost Entities Hold 9.57% Equity Stake VINTAGE WINE ESTATES: Court Orders Co., Lenders to Settle Dispute VISALUS INC: Case Summary & 20 Largest Unsecured Creditors VISTA OUTDOOR: Czechoslovak Deal No Impact on Moody's 'Ba3' CFR VISTA OUTDOOR: S&P Withdraws 'BB' ICR After Kinetic Business Sale WATER'S EDGE: Voluntary Chapter 11 Case Summary WEST CENTRO: Unsecured Creditors Will Get 15% of Claims in Plan WINDSOR HOTEL: To Sell Kilgore Property to Amish Patel for $3.7MM WINESTEAD LLC: Gets Final OK to Use Cash Collateral Until Jan. 31 WISA TECHNOLOGIES: Registers 466,895 Common Shares Under 2018 LTIP WORKHORSE GROUP: Incurs $25.14 Million Net Loss in Third Quarter WYNN RESORTS: Moody's Affirms 'B1' CFR & Alters Outlook to Positive WYNN RESORTS: Tilman Fertitta Holds 9.9% Equity Stake XTI AEROSPACE: Issues Common Shares in Exchange for Preferred Stock YIELD10 BIOSCIENCE: Case Summary & 20 Largest Unsecured Creditors ZION OIL: Extends Warrant ZNOGW Expiration to January 2026 [*] Casual Dining Bankruptcies Rise as Customer Demand Drops [*] Teamsters Back Bipartisan Bill to Protect Workers in Bankruptcy [^] BOND PRICING: For the Week from December 2 to 6, 2024 ********* 340 BISCAYNE: Secured Party Sets Dec. 17 Auction for Collateral --------------------------------------------------------------- Jones Lang LaSalle Americas Inc., on behalf of Cirrus Real Estate Funding LLC ("secured party"), as agent for Cirrus 340BB Lender LLC ("lender"), offers for sale at public auction on Dec. 17, 2024, at 10:00 a.m. (New York City Time), in person at the offices of Pryor Cashman LLP, 7 Times Square, 40th Floor, New York, New York and 255 Alhambra Circle, 8th Floor, Miami, Florida, and via Zoom or similar video conference program selected by secured party, in connection with a uniform commercial doe sale of collateral pledged to secured party by BH Downtown Miami LLC to secured a loan in the original principal amount of $70 million made by lender to 340 Biscayne Owner LLC ("borrower"), the collateral being more particularly defined and described in that certain pledged and security agreement dated as of April 24, 2023, made by the Debtor for the benefit of the secured party, as agent for lender. The collateral includes all of the Debtor's right, title and interest in and to all limited liability company interests in Borrower. The Debtor is the owner of 100% of the limited liability company interests in Borrower. Borrower is the owner of the real property located at 340 Biscayne Boulevard, Miami, Florida ("underlying property"). The auction will not include the underlying property itself. All bids must be for cash, and the successful bidder must be prepared to comply with the bidding requirements. Further information concerning the bidding requirements the collateral and the applicable terms of and conditions of the sale can be found at https://www.340BiscayneBlvdUCCSale.com/ For further information regarding the sale, contact Brett Rosenberg at 212-812-5926 or brett.rosenberg@jll.com. About 340 Biscayne Owner 340 Biscayne Owner LLC is part of the hotels and motels industry. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-17203) on July 26, 2021. In the petition signed by Cristiane Bomeny, manager, the Debtor disclosed up to $500 million in assets and up to $50 million in liabilities. Judge Laurel M. Isicoff oversees the case. Linda Jackson, Esq., at Pardo Jackson Gainsburg, PL, is the Debtor's counsel. 47-30 REALTY: Hires Kucker Marino Winiarsky as Counsel ------------------------------------------------------ 47-30 Realty Associates LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kucker Marino Winiarsky & Bittens, LLP as counsel. The firm's services include: a. providing advice to the Debtor with respect to its powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; b. negotiating with creditors of the Debtor, preparing a plan of reorganization and taking the necessary legal steps to consummate a plan, including, if necessary, negotiations with respect to financing a plan; c. appearing before the various taxing authorities to work out a plan to pay taxes owing in installments; d. preparing on the Debtor's behalf Debtor necessary applications, motions answers, replies, discovery requests, forms of orders, reports and other pleadings and legal documents; e. appearing before this Court to protect the interests of the Debtor and its estate, and representing the Debtor in all matters pending before this Court; and f. performing all other legal services for the Debtor that may be necessary herein. The firm will be paid at the rate of $560 per hour. The firm received a retainer in the amount of $15,000, inclusive of the filing fee of $1,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joel M. Shafferman, Esq., a partner at Kucker Marino Winiarsky & Bittens, 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: Joel M. Shafferman, Esq. Kucker Marino Winiarsky & Bittens, LLP 737 Third Avenue, New York, NY 10017 Telephone: (212) 869-5030 Email: jshafferman@kuckermarino.com About 47-30 Realty Associates LLC 47-30 Realty is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 47-30 Realty Associates LLC in New York, NY, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 24-11635) on Sept. 24, 2024, listing as much as $1 million to $10 million in both assets and liabilities. David Monian as member, signed the petition. Judge David S. Jones oversees the case. KUCKER MARINO WINIARSKY & BITTENS, LLP serve as the Debtor's legal counsel. ACADEMIR CHARTER: Moody's Affirms Ba2 Rating on 2022 Revenue Bonds ------------------------------------------------------------------ Moody's Ratings has affirmed the Ba2 rating on AcadeMir Charter Schools, Inc., FL D/B/A as AcadeMir Preparatory Academy and AcadeMir Charter School Middle (the schools) obligated group revenue bonds. The school has approximately $24 million in debt outstanding as of fiscal 2024. The outlook is stable. RATINGS RATIONALE The Ba2 rating reflects significantly improved liquidity at 165 days cash on hand and solid coverage levels of over 2x. Operations and liquidity benefit from a recent settlement with Miami-Dade County School District. The schools received $1.8 million in July 2024 and will receive an additional $1.8 million in July 2025. Both schools in the obligated group exhibit strong academics. Challenges exist in the schools' ability to ramp up enrollment to full capacity. Likewise, the schools remain highly leveraged with the potential for additional pressure through affiliated debt associated with growth across the AcadeMir Network. RATING OUTLOOK The stable outlook reflects the likelihood that enrollment will grow to target levels and support further revenue growth, continued positive operating performance, and modest leverage reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Total enrollment levels consistently meeting or exceeding 800 students -- Moderating levels of leverage within the obligated group and the network -- Continued stable to improving operations that result in increased liquidity and coverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Further trend of declining enrollment that impacts operating margins -- Increased leverage reducing cash to debt to below 10% at the obligated group level -- Decline in liquidity below 100 days and coverage below 1.5x LEGAL SECURITY The bonds are secured by revenues from the obligated schools and any other public charter schools owned by Academir Charter Schools, Inc. using facilities that are financed or refinanced with the proceeds of these bonds and a first priority lien on bond financed facilities. PROFILE AcadeMir Charter Schools, Inc. D/B/A as AcadeMir Preparatory Academy (K-5) and AcadeMir Charter School Middle (6-8) operates under charter authorization with Miami-Dade School District expiring in 2025 and 2029. The total campus enrollment for fall 2024 was 682 students. AcadeMir Charter Schools, Inc. was incorporated in 2008 and currently operates 10 schools all of which use D/B/A (does business as) nomenclature. AcadeMir Charters Schools, Inc. has plans to open three additional charter schools over the next several years planning to add capacity for 4,300 additional students to the current enrollment of the networks of 3,921 students. Enrollment capacity is planned to increase to 7,000 students by 2028. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in April 2024. ACADEMY FOR ACADEMIC: Moody's Affirms Ba1 Rating on 2020A/B Bonds ----------------------------------------------------------------- Moody's Ratings has revised Academy for Academic Excellence (AAE), CA's outlook to positive from stable and has affirmed the Ba1 rating on the academy's outstanding Charter School Revenue Bonds, Series 2020A and Series 2020B. AAE has $9 million in revenue debt outstanding. The High Desert "Partnership in Academic Excellence" Foundation, Inc. (the Foundation), which operates AAE has a total of $55 million in revenue debt outstanding, $46 million of which is not rated. RATINGS RATIONALE The affirmation of the Ba1 reflects AAE's strong and stable competitive profile, as demonstrated by consistently operating at full enrollment while maintaining solid student demand. AAE's student retention is consistently over 90% and its waiting list is large at over 100% of current enrollment. Moody's expect AAE's favorable academic performance relative to the local district, Apple Valley Unified School District, will continue to support strong student demand trends. Moody's expects AAE's careful budget management and full enrollment will support positive operating performance and liquidity in fiscal 2025. Operating performance in fiscal 2024, based on unaudited results, are expected to deliver annual debt service coverage over 1.5x and liquidity of around 200 days cash on hand. The rating acknowledges the low leverage of AAE with spendable cash and investments covering 115% of debt, but also considers the higher leverage of the Foundation, which operates AAE. The Foundation's spendable cash and investments covered a more moderate 38% of its total $55 million in debt outstanding. AAE benefits from a lack of charter competition in its service area and has a good working relationship with its authorizer, Apple Valley Unified School District. AAE remains in good standing with its authorizer and prospects are good for another renewal in 2028. RATING OUTLOOK The positive outlook reflects Moody's expectation that AAE will maintain good enrollment and student demand trends that will continue to support healthy operating performance. Given full enrollment, liquidity, debt service coverage and operating cash flow margins should remain healthy, supporting credit quality. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Maintenance of solid debt service coverage around 2x -- Demonstrated ability to manage more moderate state funding increases going forward -- Maintenance of liquidity of over 150 days cash on hand -- Continued enrollment stability with strong student demand FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Weakening of competitive profile as evidenced by a sustained trend of declining enrollment -- Material reduction in liquidity below 100 days cash on hand -- Material increase in leverage without commensurate increase in revenue or reserves -- Narrowing of operating performance at the Foundation that results in financial pressure on AAE LEGAL SECURITY The Series 2020 bonds are payable from payments received pursuant to a Loan Agreement between the California Enterprise Development Authority and 17500 Mana Road LLC. (LLC), a limited liability company whose sole member is The High Desert "Partnership in Academic Excellence" Foundation. Under the Loan Agreement, the LLC serves as the borrower and owner of the charter school land and property. The LLC makes debt service payments from pledged revenues, which consist of all revenues derived under a Lease Agreement with the High Desert "Partnership in Academic Excellence" Foundation, Inc. (the Foundation). Pledged lease payments in turn are secured by all revenues, to the extent permitted, of Academy for Academic Excellence. The Foundation is involved in a number of different initiatives: a second charter school, the Norton Science and Language Academy; the Goldstone Apple Valley Radio Telescope Radio Astronomy Program; the Apple Valley Center for Innovation and the Lewis Center Foundation. However, none of the revenues or resources of these programs are pledged to secure the Series 2020 bonds. Legal provisions are relatively weak, with a debt service coverage requirement of 1.1x and a 45 days' cash requirement. Should coverage or liquidity fall below these levels, a consultant must be hired. Covenants also include an additional bonds test requiring 1.1x coverage in the prior fiscal year of maximum annual debt service (MADS) exclusive of any payments on the Series 2020 bonds or a consultant report demonstrating not less than 1.2x coverage of MADS, exclusive of the Series 2020 bonds, for the three consecutive years. Coverage of less than 1.0x constitutes an event of default. The structure also benefits from a Lease Blocked Account Agreement under which the Foundation has agreed to immediately deposit with the Trustee any amounts received from the San Bernardino Office of Education. After deducting any amounts that do not constitute revenues of the school, the Trustee will then use available funds to make lease payments for debt service and any fees or deficiencies, prior to the return of funds to the Foundation. Payments to the Lewis Center for Educational Research for administrative services for the school, which are capped at 12.5%, are deducted from revenues of the school and have not been made subordinate to debt service payments. In the event of default, the bonds are additionally secured by a deed of trust on the school property. PROFILE Initially opened in 1997 as an independent study program serving just over 200 students, the Academy for Academic Excellence (AAE) now serves 1,500 students in grades TK-12 on a large, 150-acre campus in Apple Valley, California, about one hour north of the City of San Bernardino. The school's charter with the Apple Valley Unified School District has been renewed six times, most recently in 2020 for the maximum term of five years. As with many charter schools in California, AAE received automatic renewals of it charter contract for a total of three additional years so the current expiration is June 30, 2028. In addition to operating AAE, the Foundation also runs a second charter school called the Norton Science and Language Academy located in San Bernardino; the Goldstone Apple Valley Radio Telescope Radio Astronomy Program; the Apple Valley Center for Innovation and the Lewis Center Foundation. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in April 2024. ACCORD LEASE: Gets Interim OK to Use Cash Collateral ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois issued an interim order authorizing Accord Lease, Inc. to use cash collateral for operating expenses. The company can only use cash collateral in the amounts outlined in its projected budget. Any deviation from this budget requires prior written approval from its lenders or further court orders. The lenders include financial institutions such as BMO Bank N.A. and Daimler Truck Financial Services, which hold security interests in the company's assets. As adequate protection for the use of the lenders' cash collateral, Accord Lease was ordered to grant replacement liens on its post-petition assets and maintain insurance coverage on the collateral. About Accord Lease Inc. Accord Lease Inc. is engaged in the automotive leasing and renting business in Elgin, Ill. Accord Lease sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-16518) on November 1, 2024, with total assets of $3,773,857 and total liabilities of $5,800,404. Igor Tsapar, president of Accord Lease, signed the petition. Judge David D. Cleary handles the case. The Debtor is represented by O. Allan Fridman, Esq., at the Law Office of Allan Fridman. ADVANCE AUTO: Moody's Assigns 'Ba1' CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings downgraded the backed senior unsecured notes and senior unsecured notes ratings of Advance Auto Parts, Inc. (Advance Auto) to Ba1 from Baa3. At the same time, Moody's assigned Advance Auto a Ba1 corporate family rating, a Ba1-PD probability of default rating and a SGL-2 speculative grade liquidity rating (SGL). The outlook was changed to stable from negative. The downgrade reflects Moody's expectation for continued very high lease-adjusted leverage, weak interest coverage, and negative free cash flow over the next 12-18 months. The downgrade also reflects execution risk that Advance Auto faces as it implements its wide-ranging, multi-year restructuring plan to improve its operating income margin from -0.7% estimated for the fiscal year 2024 to about 7% by the end of 2027 (GAAP basis). Starting in Q4 2024, the company's restructuring plan calls for 727 store closures/exits and targets operational improvements across the remaining stores to drive productivity and optimize store costs and targets merchandizing improvements around assortments and cost of goods to drive sales and gross margin expansion. The plan also calls for significant supply chain transformation including the closing and transitioning of a large number of distribution centers (DC) to market hubs to enhance supply chain efficiency, store replenishment and customer service levels. The stable outlook reflects Advance Auto's good liquidity, bolstered by $1.2 billion of after-tax proceeds from the Worldpac sale which closed on November 1, 2024 and its commitment to not raise its modest $15 million quarterly dividend and suspension of share repurchases through 2027. The stable outlook also reflects Moody's belief that Advance Auto's leverage and coverage metrics will strengthen over time through a combination of earnings growth and debt repayment. RATINGS RATIONALE Advance Auto's Ba1 CFR is supported by its sizeable market position in the US commercial auto parts segment as well as the auto parts sector's favorable industry fundamentals, including increasing total vehicle miles driven in the US, growth in total number of registered vehicles and the increasing age of vehicles, which is now over 12.5 years. Given the increasing complexity of vehicles on the road and the increasing severity of maintenance that comes with an aging fleet, commercial auto parts demand is expected to outpace do-it-yourself retail auto parts demand. Advance Auto's Ba1 CFR is also supported by the company's good liquidity and financial policy that includes maintaining its reduced dividend, a cessation of share repurchases and high balance sheet cash. The company remains committed to returning leverage to within its stated lease-adjusted debt/EBITDA target of 2.0x-2.5x by 2027 by repaying debt obligations at or before maturity and by growing earnings and margins as it executes its restructuring plan. However, Advance Auto's lease-adjusted debt/EBITDA is expected to remain very high peaking at about 6.2x in 2025 and EBITA/interest is expected to remain weak with a trough at about -0.9x in 2025 as significant restructuring costs are incurred. The Ba1 CFR reflects Moody's expectation that this level of weakness in credit metrics is temporary and that both metrics will improve in 2026 to levels more in line with a Ba rating as targeted earnings and margins are achieved and its $300 million senior unsecured notes due March 2026 are repaid at or before maturity with cash on hand. Advance Auto's SGL-2 reflects good liquidity, supported by material balance sheet cash levels which Moody's expect to be in the $1.4-$1.5 billion range over the next 12-18 months, the company's $1.0 billion senior unsecured revolving credit facility (RCF) expiring November 2027 which Moody's expect to remain undrawn and the company's commitment to not raise its modest $15 million quarterly dividend and not resume share repurchases. Debt maturities are well laddered through 2032 with upcoming debt maturities consisting of $300 million of senior unsecured notes due March 2026 and $350 million of senior unsecured notes due October 2027, providing runway to execute on the restructuring plan. Given the intensity of the restructuring, a return to positive free cash flow is not expected until 2026. While the company's supply chain finance program is stable at this time with continued key vendor and bank participation reported by Advance Auto, the company's liquidity profile depends on continued stability within the supply chain finance program. A sudden withdrawal of key vendor or bank participation would put pressure on free cash flow and liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company's restructuring plan results in a sustained improvement in operating performance including organic revenue and operating income growth with significant margin expansion. An upgrade will also require maintaining conservative financial policies including good liquidity and lower debt and leverage levels. Quantitatively, the ratings could be upgraded if lease-adjusted debt/EBITDA is sustained below 3.5x and if EBITA/interest is sustained above 4.5x. The ratings could be downgraded if the company's restructuring plan fails to result in improved operating performance including organic revenue and operating income growth along with margin expansion, if debt levels are not reduced and leverage remains elevated. Quantitatively, the ratings could be downgraded if lease-adjusted debt/EBITDA remains above 4.5x and if EBITA/interest remains below 3.5x. A downgrade could also occur if liquidity were to weaken, including from any disruption in the supply chain finance program. Headquartered in Raleigh, North Carolina, Advance Auto Parts, Inc. is an automotive aftermarket retailer in North America. As of October 5, 2024, Advance Auto operated 4,781 stores primarily within the US, with additional locations in Canada, Puerto Rico and the US Virgin Islands. The company also served 1,125 independently-owned Carquest branded stores across these geographies in addition to Mexico and various Caribbean islands. Revenue pro-forma for the Worldpac asset sale and planned store closures/exits is about $8.4 billion. The principal methodology used in these ratings was Retail and Apparel published in November 2023. AEC PARENT: Moody's Lowers CFR to Caa1, Outlook Remains Negative ---------------------------------------------------------------- Moody's Ratings downgraded AEC Parent Holdings, Inc.'s ("Advancing Eyecare") Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. Moody's also downgraded the ratings on the senior secured bank credit facilities to Caa1 from B3. The outlook remains negative. The ratings downgrade and negative outlook reflect headwinds to the company's revenues and earnings as optometrists and ophthalmologists have delayed equipment purchases due to high interest rates and inflationary cost pressures. Leverage was 10.9x as of the twelve month period ending June 30, 2024. Moody's expect only a modest decline to the high 8x range by year-end 2025. Advancing Eyecare's liquidity was bolstered by an equity infusion in August 2024 from its sponsor which was used to fund the company's purchase of Eyefficient and to add cash to the balance sheet. The company has an almost fully drawn revolving credit facility as of September 2024. Governance risk is a consideration in the rating action as it relates to financial strategy and management track record given the sustained high leverage in the business over the past few quarters. RATINGS RATIONALE Advancing Eyecare's Caa1 Corporate Family Rating (CFR) broadly reflects its high financial leverage of 10.9 times for the twelve months ended June 30, 2024, on a Moody's-adjusted basis and limited interest coverage. Moody's expect leverage to remain elevated in the next 12-18 months. The rating is also constrained by the company's modest absolute scale and track record of weak operating performance. Advancing Eyecare benefits from its solid position among providers of ophthalmic products and services, with a diversified customer base. Advancing Eyecare's ratings are further supported by favorable long-term trends in the ophthalmic sector that underpin Moody's expectation for organic growth in the low single-digits range. Advancing Eyecare has an adequate liquidity profile with cash balance of approximately $18 million as of November 2024. Its $40 million revolving credit facility due 2027 is almost fully drawn. Moody's expect cash flow to be modestly negative over the next 12 to 18 months. The negative outlook reflects Moody's expectation that leverage will remain high. The negative outlook also reflects the uncertainty around the timing of the earnings rebound and the improvement in liquidity and profitability. AEC Parent's CIS-5 (previously CIS-4) score indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. The company faces governance risk exposure (G-5, previously G-4) reflecting aggressive financial policies and poor management track record as reflected by sustained high leverage levels. The company's exposure to environmental considerations (E-4) include carbon transition risks as a distributor which relies on trucking intensive third party logistics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company improves its liquidity, including progress towards sustainable positive free cash flow and repaying some of the almost fully drawn revolver. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 7.5x - in conjunction with the above liquidity factors. Ratings could be downgraded if the company's liquidity erodes or if the company's operating performance further weakens such that the sustainability of the capital structure comes into question. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. Headquartered in Jacksonville, Florida, AEC Parent Holdings, Inc. ("Advancing Eyecare") is a national provider of ophthalmic products and service solutions in the eyecare marketplace, with presence in Canada and Mexico. The company generated pro forma revenues of approximately $236 million for the twelve months ended June 30, 2024. Advancing Eyecare is a portfolio company of private equity firm Cornell Capital. AGILE THERAPEUTICS: Beryl Entities Cease Ownership of Shares ------------------------------------------------------------ Beryl Capital Management LLC disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, the firm and its affiliated entities -- Beryl Capital Management LP, Beryl Capital Partners II LP, and David A. Witkin -- ceased to be the beneficial owner of more than five percent of Agile Therapeutics, Inc.'s common stock. Beryl Capital Management LLC may be reached at: Andrew Nelson Chief Operating Officer and CFO 225 Avenue I Ste 205 Redondo Beach, Calif.90277 Tel: 917-446-1561 A full-text copy of Beryl Capital's SEC Report is available at: https://tinyurl.com/2zb9tr83 About Agile Therapeutics Agile Therapeutics, Inc., is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has generated losses since inception, used substantial cash in operations, has a working capital deficiency, anticipates it will continue to incur net losses for the foreseeable future, requires additional capital to fund its operating needs and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Agile Therapeutics reported a net loss of $14.46 million for the year ended Dec. 31, 2023, compared to a net loss of $25.41 million for the year ended Dec. 31, 2022. As of June 30, 2024, the Company had $14.96 million in total assets, $36.88 million in total liabilities, and$21.91 million in total stockholders' deficit. AIO US: Deadline to File Claims Set for Jan. 17, 2025 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set Jan. 17, 2025, at 5:00 p.m. (Prevailing Eastern Time) as the last date and time for creditors to file their proofs of claim against AIO US Inc. and its debtor-affiliates. The Court also set Feb. 8, 2025, at 5:00 p.m. (Prevailing Eastern Time) as the deadline for governmental units to file their claims against the Debtors. Proofs of claim may be submitted via first-class U.S. Mail, overnight mail, or other hand- delivery system, at the noticing address shown below. If claimants submit Proofs of Claim via paper submission, such Proofs of Claim must include an original signature. The Debtors are NOT responsible for any Proofs of Claim that are lost, destroyed, damaged, or delayed before they are received by Epiq Corporate Restructuring LLC. Claimants using paper submission will NOT receive any confirmation that their materials have been timely received by Epiq unless they also submit (A) a copy of the Proof of Claim (in addition to the original) and (B) a self-addressed envelope stamped with postage paid for by the claimant. If by First Class Mail: AIO US, Inc. Claims Processing Center c/o Epiq Corporate Restructuring, LLC P.O. Box 4419 Beaverton, OR 97076-4419 If by Hand Delivery or Overnight Mail AIO US, Inc. Claims Processing Center c/o Epiq Corporate Restructuring, LLC 10300 SW Allen Blvd. Beaverton, OR 97005 Proofs of Claim may be submitted electronically through Epiq's Web site using the interface available on such Web site free of charge at https://dm.epiq11.com/AIOUSInc or by accessing the E-filing Claims link at the Claims Website. A party alleging a claim should consult an attorney if such party has any questions, including whether he or she must file a claim. Information, but not legal advice, is obtainable from Epiq by calling (888) 411-7371 (toll free) or +1 (971) 251-2630 (international) or visiting the public website maintained by Epiq at https://dm.epiq11.com/AIOUSInc. About AIO US and Avon Products AIO US Inc., Avon Products Inc, and some of its affiliates are manufacturers and marketers of beauty, fashion, and home products with operations and customers across the globe. AIO US and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11836) on Aug. 12, 2024. In the petition filed by Philip J. Gund as chief restructuring officer, AIO US disclosed $1 billion to $10 billion in assets and debt. Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP are counsel to the Debtors. Ankura Consulting Group LLC serves as restructuring advisor to the Debtors. Rothschild & Co US Inc is the Debtors' investment banker and financial advisor. Epiq Corporate Restructuring LLC acts as claims and noticing agent to the Debtors. ALABAMA RENTALS: Seeks Court Nod to Use Cash Collateral ------------------------------------------------------- Alabama Rentals, Inc. asked the U.S. Bankruptcy Court for the Northern District of Alabama for authority to use cash collateral. The company requires the use of cash collateral to pay its operating expenses. Its average monthly expenditure, excluding secured loan servicing requirements, is estimated at $51,500. Alabama Rentals proposed to provide adequate protection in the form of a replacement lien on its post-petition receivables and projected positive cash flow to creditors that may hold valid security interests in the cash collateral. These creditors include Millennial Bank, Wells Fargo Vendor Financial Services, LLC, First Western Bank and Trust, and an entity represented by Corporation Service Company. About Alabama Rentals Inc. Alabama Rentals, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-03559) on November 22, 2024, with $1 million to $10 million in both assets and liabilities. Chris Campbell, sole shareholder, signed the petition. Judge D. Sims Crawford oversees the case. Anthony Brian Bush, Esq., at the Bush Law Firm, LLC, represents the Debtor as bankruptcy counsel. ALL STAR TRUCKING: Seeks Cash Collateral Access Until April 2025 ---------------------------------------------------------------- All Star Trucking, LLC asked the U.S. Bankruptcy Court for the Western District of Washington for authority to use cash collateral through April 30, 2025, or until the effective date of its Chapter 11 plan. The company requires the use of cash collateral to pay operating expenses set forth in its projected budget. The creditors that assert an interest in the cash collateral are the U.S. Small Business Administration, U.S. Business Services/WexBank, First Corporate Solutions/Amur Bank, and Corporation Service Company. As of the petition date, All Star Trucking's deposit accounts had a balance of $11,550. As adequate protection for the use of their cash collateral, the secured creditors will be granted replacement liens in the company's post-petition cash, accounts receivables and their proceeds. About All Star Trucking All Star Trucking, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-12934-TWD) on November 15, 2024. In the petition signed by Ishwar Aery, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. ALPHA METALLURGICAL: S&P Upgrades ICR to 'BB-', Outlook Stable -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based metallurgical (met) coal producer Alpha Metallurgical Resources Inc. (Alpha Met) to 'BB-' from 'B+'. S&P said, "The stable outlook reflects our expectation that the company will sustain adjusted debt to EBITDA of 0.5x-1.0x over the next few years, supported by its steady production and S&P Global Ratings-adjusted EBITDA margins in the mid-teens area, despite moderating met coal prices. "The upgrade primarily reflects our expectation Alpha Met will sustain low S&P Global Ratings-adjusted debt to EBITDA despite our forecast that met coal prices will decline by about 10% annually through 2026." The company has maintained leverage of well below 1x over the past two years while generating strong annual EBITDA of $1.0 billion-$1.8 billion on favorable metallurgical coal prices and its strong sales volumes. In addition, Alpha Met has maintained low S&P Global Ratings-adjusted debt levels because it used the cash flow generated from its business to repay all of its funded debt in 2022. S&P said, "We expect the company's S&P Global Ratings-adjusted debt of about $310 million (comprising asset retirement obligations, pension obligations, workers compensation/self-insurance, and other contingent considerations) will remain relatively unchanged over the next few years. In our view, this will provide Alpha Met with an ample cushion to maintain leverage of well below 3x, even if its earnings and operating cash flow generation weaken considerably, relative to our assumptions, for a temporary period." S&P said, "Our ratings incorporate the sensitivity of the company's credit measures to volatile met coal prices, and we note met coal prices have declined steeply this year (albeit from unusual high levels in 2022 and 2023) due primarily to slower demand from Indian and Chinese steel mills. Alpha Met remains exposed to demand and price volatility in the export markets, given that it exports about 70% of its coal production (about half to customers in the Asia-Pacific region). S&P Global Ratings maintains its view that met coal prices will decline toward the level of market-clearing cash costs in 2026, which corresponds to about a 10% annual decline from their average prices this year. Based on this price estimate and assuming Alpha Met maintains steady annual production volumes of about 16 million tons with a modest reduction in its unit cash costs through 2026, we expect its S&P Global Ratings-adjusted EBITDA will gradually decline to about $370 million by 2026 from about $460 million in 2024. We also expect the company will generate annual free operating cash flow (FOCF) of at least $100 million as it moderates its capital expenditure (capex) to about $180 million-$200 million next year. "We view Alpha Met's transition to met coal mining, from thermal coal, over the past few years as credit positive. "Following the cessation of mining at the company's last thermal coal mine in August 2023, we now take a moderately more favorable view of its business because of its greater exposure to higher-margin met coal production (relative to thermal coal). We view met coal as having a better long-term demand profile than thermal coal due to the structural shift among U.S utilities toward renewable electricity generation and away from fossil fuel-powered generation (such as from natural gas and thermal coal). However, we believe Alpha Met's operations remain vulnerable to volatile met coal prices due to its higher-cost met coal mining operations relative to those of its peers, such as Arch Resources. In addition, the company remains exposed to grades of met coal (such as High Vol A, High Vol B, and Mid Vol) that typically trade at a modest discount relative to premium low-volatility coal. Furthermore, the company has yet to demonstrate an ability to maintain margins in line with those of its peers under more-moderate commodity price environments." Alpha Met's credit metrics materially deteriorated during the most recent market downturns in 2019 and 2020, when met and thermal coal prices dropped significantly (and it faced other COVID-19-related operational disruptions), causing its EBITDA margins to decline to about 13% and 7% in 2019 and 2020, respectively. S&P said, "While we recognize that the company's EBITDA margins have been much higher since 2022, this stems primarily from unusually high met coal prices, including average U.S. East Coast low vol benchmark prices of as high as about $340 per metric ton (/mt) in 2022 and $260/mt in 2023, which compare with the 10-year average of about $180/mt. Over this period, unit cash costs across the industry, including for Alpha Met, have increased by 35%-45% due to inflationary pressures, particularly with respect to labor and contracting services. Going forward, we assume the company's unit cash costs will modestly decline as it implements initiatives to improve its productivity." The stable outlook reflects S&P's expectation that Alpha Met will maintain low debt levels and S&P Global Ratings-adjusted debt to EBITDA of 0.5x-1.0x over the next few years, supported by steady production and S&P Global Ratings-adjusted EBITDA margins in the mid-teens percent area. S&P could lower its rating on Alpha Met in the next 12 months if S&P expects it will sustain S&P Global Ratings-adjusted debt to EBITDA of 3x or above. This could occur if: -- The company's earnings decline significantly due to weaker-than-expected market conditions or operating disruptions; or -- The company takes on new debt, potentially to fund shareholder distributions, a large acquisition, or a development project. S&P said, "Although unlikely in the next 12 months, given its exposure to lower-quality met coal production and lack of offsetting low-cost mining assets, we could consider raising our rating on Alpha Met if it strengthens its competitive position by expanding into higher-grade met coal production or gaining operational efficiencies that lead us to view its cost profile as more comparable with those of its higher-rated peers." ALPINEBAY INC: Case Summary & Four Unsecured Creditors ------------------------------------------------------ Debtor: Alpinebay Inc. 7 W. Figueria Street, Ste 300 Santa Barbara, CA 93101 Business Description: Alpinebay is a building materials and manufacturing company located in California. Its products include EZ-Niches, a lightweight and durable material, offering exceptional strength and longevity. These niches not only provide a functional storage space for shower essentials but also serve as a stylish focal point for decorative tiles. It also offers Ultra X Guard, a liquid polymer membrane that provides flawless waterproofing and fracture protection up to 1/8" without the necessity of additional fabric. Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11386 Judge: Hon. Ronald A Clifford III Debtor's Counsel: Christopher J. Langley, Esq. SHIODA LANGLEY & CHANG LLP 1063 E. Las Tunas Dr. San Gabriel, CA 91776 Tel: 951-383-3388 Fax: 877-483-4434 E-mail: chris@slclawoffice.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Anne Xiuying Ho as CEO. 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/RCQOKPA/Alpinebay_Inc__cacbke-24-11386__0001.0.pdf?mcid=tGE4TAMA ALUMAX INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Alumax Inc. Zona Industrial Sabanetas EDIF A1 Ponce, PR 00716 Business Description: The Debtor manufactures aluminum doors and windows with its manufacturing infrastructure located in San Sebastian, Anasco, Ponce and San Domingo. Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 24-05312 Debtor's Counsel: Javier Vilarino, Esq. VILARINO AND ASSOCIATES, LLC PO Box 9022515 San Juan, PR 00902 Tel: (787) 565-9894 Email: jvilarino@vilarinolaw.com Total Assets: $416,851 Total Liabilities: $2,954,034 The petition was signed by Frank J Jimenez Cruz 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/NVRCJ4I/ALUMAX_INC__prbke-24-05312__0001.0.pdf?mcid=tGE4TAMA AMNEAL PHARMACEUTICALS: Moody's Ups CFR to B1, Outlook Stable ------------------------------------------------------------- Moody's Ratings upgraded the ratings of Amneal Pharmaceuticals, LLC (Amneal), including the Corporate Family Rating to B1 from B2, Probability of Default Rating to B1-PD from B2-PD, and senior secured term loans to B1 from B2. Amneal's Speculative Grade Liquidity Rating is unchanged at SGL-2. The outlook is stable. The ratings upgrade reflects Amneal's growing earnings and improved credit metrics, which Moody's believe can be sustained with its branded portfolio and new product launches. Amneal has a pipeline comprised of a mix of small and medium-sized opportunities, of mostly complex drugs that have fewer competitors than commodity generics. In addition, Amneal's recent launch of Crexont, and collaboration agreement with Metsera to develop and supply of a portfolio of weight loss medicines, offer the opportunity for more durable future earning streams. Moody's expect Amneal's debt/EBITDA to approach 4.0x by the end of 2024, improving its financial flexibility. RATINGS RATIONALE Amneal's B1 Corporate Family Rating reflects its moderate size and scale by revenue compared to generic pharmaceutical peers, and its moderately high financial leverage with gross debt/EBITDA of 4.6x as of September 30, 2024 on Moody's adjusted basis. Amneal has significant concentration in the US where it faces earnings volatility in its generics business due to pricing pressure on its base of existing products. Having said that, Amneal generates nearly 50% of operating profit from its specialty branded drugs. In addition, the Avkare distribution business and contribution from three biosimilar drugs help mitigate the volatility in its generics business. Amneal's rating also reflects its significant manufacturing capacity in the US and India, as well as its advancing complex drug development and in-house active pharmaceutical ingredient (API) production. The SGL-2 speculative grade liquidity rating reflects Moody's expectation that Amneal will maintain good liquidity over the next 12 months. Amneal's unrestricted cash as of September 30, 2024, was roughly $74 million. Moody's expect Amneal will generate free cash flow of over $200 million, over the next 12 months. Moody's believe these sources will be sufficient to meet company's operational needs, but that revolver capacity is likely to be partly used for the upcoming debt maturity of roughly $192 million due in May 2025. Amneal's liquidity is bolstered by access to a $600 million asset-based revolver that expires in 2027. There was roughly $140 million drawn on the revolver as of September 30, 2024. Amneal's senior secured first lien term loans do not have financial maintenance covenants. There is a springing minimum fixed charge coverage ratio of 1.0x that is tested only if more than 90% of the revolver is drawn. While Moody's do not believe the covenant will be tested over the next twelve months, Moody's anticipate company to maintain ample cushion. Amneal's $192 million and $2.3 billion senior secured term loans due 2025, and 2028, respectively are rated B1, the same as the corporate family rating. The loans' ratings are one notch above the rating Moody's would assign based on loss given default (LGD) model derived outcome. The positive one-notch override of the LGD model rating outcome reflects Moody's view of a higher recovery rate in the event of default. The rating reflects term loans' first lien priority on all assets of the borrower, except short term assets such as inventory and receivables on which it has a second lien behind the unrated $600 million ABL revolver. The stable outlook reflects Moody's expectation that financial leverage will improve through earnings growth, while liquidity will remain at least good, over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if the company demonstrates consistent organic revenue and EBITDA growth, and sustains debt/EBITDA below 4.0x. A rating upgrade would also require Moody's expectations of financial policies that support the above credit metrics, and maintenance of at least good liquidity, with robust free cash flow. The rating could be downgraded if the company's operating performance materially deteriorates, or if there are negative developments in the commercialization of company's pipeline. Ratings could be downgraded should organic revenue or profit margin weaken, or if debt/EBITDA is sustained above 5.0x. Deterioration of liquidity highlighted by weakening in free cash flow generation, or increased reliance of the revolver facility could also lead to a downgrade. The principal methodology used in these rating was Pharmaceuticals published in November 2021. Headquartered in Bridgewater, New Jersey, Amneal Pharmaceuticals, LLC, is a generic pharmaceutical manufacturer with facilities in New York, New Jersey, and India. The company generates most of its revenue in the US, with some presence internationally. Amneal Pharmaceuticals, LLC generated approximately $2.7 billion in revenue for the twelve months ended September 30, 2024. AMS INTERMEDIATE: Moody's Affirms 'B3' CFR, Outlook Remains Stable ------------------------------------------------------------------ Moody's Ratings affirmed AMS Intermediate Holdings, LLC's (AMS) B3 corporate family rating and B3-PD Probability of Default Rating. Moody's also affirmed the B2 ratings on AMS Parent, LLC's backed senior secured first lien revolving credit facility and backed senior secured first lien term loan. The outlook remains stable. The affirmation and stable outlook reflects Moody's expectation that credit metrics will improve gradually over the next 12-18 months, including adjusted EBITA/interest expense increasing to over 1x and improved free cash flow generation. Adjusted EBITA margins have deteriorated to 11.9% for the last twelve month (LTM) period ending September 30, 2024 from its peak of 19.4% for the LTM period ending December 31, 2022. This has led to adjusted EBITA/interest expense of 0.9x and weaker cash flow generation. Drivers of the margin erosion include soft demand for residential moving and a misalignment of the cost to obtain leads relative to the associated revenue growth. Moody's do not expect a material recovery in residential moving in 2025 but Moody's do expect the company to improve its EBITA margin as management has taken actions to better align the cost to obtain leads relative to the associated revenue growth. Given the seasonality of the business, Moody's expect the bulk of the improvement to be recognized in the company's second and third quarter. RATINGS RATIONALE AMS's B3 CFR reflects the company's high leverage (debt to EBITDA of 6.9x at September 30, 2024), weak interest coverage hovering just around 1.0x, small size relative to similarly rated companies, low barriers to entry and seasonality in residential moving services. At the same time, the rating benefits from AMS's established brand in the US Southeast and Southwest and the company's asset light business model. In a highly fragmented industry, with thousands of regional and local providers, AMS is a leading market player with about 93 locations across 32 states. Moody's expect AMS's operating performance in 2025 to benefit from margin improvement on its revamped lead strategy but with heightened execution risk. Market share gains, increasing (more profitable) apartment moves, and higher storage revenue are key growth drivers to offset soft demand for residential moving. Moody's project that AMS will have adequate liquidity over the next 12-18 months, constrained by outstanding letters of credit and seasonal borrowings under the company's $50 million revolving credit facility, reducing availability. The company had about $8 million of cash on hand and $34 million of revolver availability as of September 30, 2024. But Moody's expect availability to decrease to about $20 million over the next two quarters given the seasonality of the business. AMS's nearest debt maturity is its revolver which is due October 26, 2026. The B2 ratings on AMS Parent, LLC's senior secured revolver and term loan, one-notch above the B3 CFR, reflects its priority position in the capital structure with support from the $115 million second lien term loan (unrated). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company improves its organic revenue growth and demonstrates a conservative financial policy with debt to EBITDA approaching 5.5x. AMS would also need to generate free cash flow relative to debt in a high-single digit percentage range and achieve a good liquidity profile. The ratings could be downgraded if the company's operating performance deteriorates, industry conditions or liquidity weakens, or if the company pursues debt financed acquisitions or cash distributions to shareholders resulting in leverage sustained above 7.5x debt to EBITDA. Headquartered in Carrollton, Texas, AMS Intermediate Holdings, LLC is one of the largest residential moving service providers in the US. The company is controlled by Golden Gate Capital, with management holding a minority interest. Revenue for the twelve months ending September 30, 2024 was over $350 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ANCORA SERVICES: Seeks Cash Collateral Access --------------------------------------------- Ancora Services Corporation asked the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for authority to use cash collateral. The company intends to use certain assets that may constitute cash collateral of its creditors to pay its operating expenses. Depending on which creditor can prove its lien is valid and depending on the lien priority, it will be granted a replacement lien on all post-petition property of Ancora to the same extent and with the same priority as its pre-bankruptcy lien. Ancora is concerned about the validity of certain UCC-1 financing statements filed by creditors claiming a security interest in its accounts receivable. Some of these statements may have been filed incorrectly, potentially impacting the priority and security interests of these creditors. Ancora believes that Amur Equipment Finance and Cultiva have potential claims on the accounts receivable but the accuracy of their filings is uncertain. Coconut Funding Corporation's claim is likely unsecured due to earlier filings. Emmy Capital Group and Verdent Commercial Capital have filed their financing statements but their secured status depends on the validity of earlier filings. Panther/Ace Recovery's late filing likely renders their claim unsecured. A court hearing is set for Dec. 18. About Ancora Services Corporation Ancora Services Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-52323) on November 18, 2024, with $1 million to $10 million in assets and $500,001 to $1 million in liabilities. Carlos Arteaga, president of Ancora, signed the petition. Judge Michael M. Parker oversees the case. Heidi McLeod, Esq., at Heidi McLeod Law Office, PLLC, represents the Debtor as bankruptcy counsel. ARCUTIS BIOTHERAPEUTICS: Rubric Capital, D. Rosen Hold 9.38% Stake ------------------------------------------------------------------ Rubric Capital Management LP and David Rosen, the managing member of Rubric Capital's general partner, Rubric Capital Management GP LLC, disclosed in a Schedule 13 filed with the U.S. Securities and Exchange Commission that they beneficially owned 10,966,672 shares of Arcutis Biotherapeutics, Inc.'s Common Stock, representing 9.38% of the 116,891,023 shares of Common Stock outstanding as of August 9, 2024, as reported in Arcutis' Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the Securities and Exchange Commission. Rubric Capital Management LP may be reached at: Michael Nachmani Chief Operating Officer 55 East 44th St, Suite 1630 New York, NY 10017 Tel: 212-418-1881 A full-text copy of Rubric Capital's SEC Report is available at: https://tinyurl.com/yt74v9aj About Arcutis Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) -- www.arcutis.com -- is a commercial-stage medical dermatology company. It owns a growing portfolio of products for a range of inflammatory dermatological conditions including scalp and body psoriasis, atopic dermatitis, and alopecia areata. Los Angeles, California-based Ernst & Young LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Feb. 27, 2024, citing that the Company has not yet met a requirement under its loan agreement to raise capital by April 1, 2024, has recurring losses from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Arcutis Biotherapeutics' net loss for the year ended December 31, 2023, was approximately $262.1 million. As of June 30, 2024, Arcutis had $444.8 million in total assets, $258.3 million in total liabilities, and $186.4 million in total stockholders' equity. B & J EXPRESS: Creditors to Get Proceeds From Liquidation --------------------------------------------------------- B & J Express Care Services, LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement describing Chapter 11 Plan dated November 7, 2024. The Debtor is a manager managed Florida Limited Liability Company formed to operate an emergency medical care clinic in 2019. It is no longer an operating business entity. The business operations were carried out at 1834 SW 1st Avenue, Suite 201 Ocala, FL 34471. The location is owned by a related entity known as B & J Property Management of Ocala, LLC which has filed for relief under chapter 11 in Case 3:24-bk-01976-JAB. The Debtor acquired the business operations from a prior owner. It was believed existing account receivables and regular business income would be sufficient to service debt incurred to acquire the medical practice and pay operational expenses. The Debtor was unable to generate sufficient income to meet expenses much less provide a reliable source of income to Gordon Johnson or Charles Brooks. The Debtor eventually defaulted on equipment leases and equipment loans. Debtor also defaulted on a loan from Ameris Bank to acquire the medical practice and purchase the real property owned by B & J Property Management of Ocala, LLC. Ameris Bank filed Claim 4-1 in this case in the amount of $1,306,538.43. Non-priority unsecured claims other than the unsecured claims of Ameris Bank are estimated to be no more than $350,000.00. The Debtor has filed a liquidating plan whereby all personal property other than cash on hand will be liquidated by auction. The Debtor has filed an application to employ the auction house of Soldnow, LLC d/b/a Tranzon Driggers to conduct the auction. The auction house is well known for bringing top dollar in auctions of both real and personal property. The Debtor will surrender all cash on hand or on deposit to Ameris Bank on the date the confirmation order is final and non appealable. Class 6 consists of Non-Priority Unsecured Claims. Non-Priority Unsecured Claims shall be paid on a pro rata basis up to the amount of the claim, without interest if there are excess funds after satisfaction of all claims in Class 1, Class 2, Class 3, Class 4 and Class 5. Class 7 consists of Equity Interest of the Debtor in the Estate. The equity interests of the Debtor in the estate shall be deemed extinguished upon entry of a confirmation order and substantial consummation of the plan. This includes all memberships and managers in the debtor entity. The Debtor will seek to liquidate all assets through auction and surrender all cash to Ameris Bank after the cost of liquidation and either satisfaction of those holding purchase money security interest in equipment or surrender of the collateral. A full-text copy of the Disclosure Statement dated November 7, 2024 is available at https://urlcurt.com/u?l=b6aypJ from PacerMonitor.com at no charge. Attorney for the Debtor: RICHARD A. PERRY, P.A. Law Practice Richard A. Perry, Esq. 820 East Fort King Street Ocala, FL 34471-2320 352-732-2299 Email: richard@rapocala.com About B & J Express Care B & J Express Care Services, LLC, is a medical group practice located in Ocala, Florida. B & J Express Care Services filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01974) on July 11, 2024, listing total assets of $176,350 and total liabilities of $2,099,971. The petition was signed by Gordon Johnson as manager. Judge Jacob A Brown presides over the case. Richard A. Perry, Esq., RICHARD A. PERRY P.A., serves as legal counsel of the Debtor. BAY RIDGE PREPARATORY: S&P Assigns 'BB' LT Rating on Revenue Bonds ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' long-term rating to Build NYC Resource Corp.'s $32.8 million series 2024 education revenue bonds, issued for Bay Ridge Preparatory School (BRP). The outlook is stable. A majority of bond proceeds will be used to refinance the school's existing commercial bank debt with ConnectOne Bank ($17.3 million) for the purchase and construct its high school facility and to finance a debt service reserve funded at 100% maximum annual debt service (MADS), with the remaining $12.5 million in bond proceeds to be used for planned expansion of its high school facility. The series 2024 bonds will be secured by a gross revenue pledge of the school and a first-priority lien on certain BRP property as evidenced by a deed of trust and leasehold deed of trust, including the facility financed and refinanced with bond proceeds. Financial covenants include a debt service coverage (DSC) covenant requiring 1.1x annual DSC and a liquidity covenant requiring maintenance of at least 45 days' cash on hand (DCOH), with both measures tested annually beginning Aug. 31, 2025. Provisions will likely include violation of either covenant will require the school to retain a consultant to make recommendations. If DCOH falls below 150 days and annual DSC drops below 1.1x, this could trigger an event of default if the school fails to engage and follow the recommendations of a consultant, with the caveat that a consultant is only required to be hired every two fiscal years. Pro forma long-term debt totals $32.8 million as of preliminary fiscal 2024, consisting primarily of the series 2024 bonds. Pro forma lease-adjusted MADS of $2.3 million occurs in 2036 over the bonds' 35 year maturity, which translates into a MADS burden of 13.8%, which we view as relatively high. The rating reflects S&P's view of BRP's adequate enterprise risk profile, supported by a long history operating in its community, with modest but relatively consistent enrollment trends given that the school is somewhat niche, yet a robust tiered academic programming that S&P expects will continue through its planned campus relocation high school project; an experienced board; and a well-connected management team that provides stability to the school's overall credit profile. "The stable outlook reflects our view that BRP will maintain stable-to-growing demand trends, supporting positive full-accrual operations with incremental growth in financial resources over time," said S&P Global Ratings credit analyst David Holmes. S&P said, "The outlook also reflects our expectation that BRP's current high school project will be completed on time absent any unexpected construction costs and delays. The outlook assumes the series 2024 transaction will reduce, in our view, contingent liquidity risk. "We could consider a negative rating action if there were an unexpected weakening of enrollment and demand, a trend of negative operating margins on a full-accrual basis, or material deterioration of financial resources. "Although unlikely during the outlook period given the school's relatively modest balance-sheet metrics and ongoing high school project, we could consider a positive rating action over the longer term if BRP strengthens its financial resources and moderates its debt profile, while maintaining stable-to-growing enrollment levels." BEAR BRICK OVEN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Bear Brick Oven Co. 15410 New Hampshire Avenue Silver Spring MD 20905 Business Description: Bear Brick Oven Pizza offers authentic brick oven pizza, salads, and sandwiches. Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court District of Maryland Case No.: 24-20292 Judge: Hon. Maria Ellena Chavez-Ruark Debtor's Counsel: Matthew Abbott, Esq. WOLFF & ORENSTEIN LLC 15245 Shady Grove Road Suite 465 - North Rockville, MD 20850-4231 Tel: 301-250-7232 E-mail: mabbott@wolawgroup.com Total Assets: $102,893 Total Liabilities: $1,136,040 The petition was signed by George Jarrell 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/DECRACQ/Bear_Brick_Oven_Co__mdbke-24-20292__0001.0.pdf?mcid=tGE4TAMA BIFM CA BUYER: Moody's Rates Upsized First Lien Term Loan 'B3' -------------------------------------------------------------- Moody's Ratings assigned a B3 rating to BIFM CA Buyer Inc.'s (BGIS) upsized and repriced US senior secured 1st lien term loan due 2028. All other ratings are unaffected, including BGIS's B3 corporate family rating, B3-PD probability of default rating, and existing B3 ratings on the senior secured 1st lien term loan and senior secured multicurrency revolving credit facility. The positive outlook also remains unchanged. Moody's will withdraw the B3 ratings on the existing senior secured 1st lien term loan that is being repriced when the transaction closes. As part of a debt funded acquisition, the company is upsizing the existing senior secured 1st lien term loan due 2028 by US$160MM to US$1,075MM. The proceeds from the upsized debt issuance will be used to fund a material acquisition, a few small tuck-in acquisitions, and pay transaction-related fees. Moody's believe this transaction increases BGIS's scale and competitive position in local markets while increasing leverage a small amount. RATINGS RATIONALE BGIS' CFR benefits from: (1) good market position in the integrated facilities management business in Canada and Australia; (2) steady organic EBITDA growth supported by the trend towards outsourcing facility management with ample runway for inorganic growth under the company's active M&A strategy; and (3) strong customer retention track record, including blue chip and government clients with multiyear contracts underpinning good revenue visibility. However, the rating is constrained by: (1) small scale compared to large international competitors; (2) aggressive financial policies including debt-funded dividends that has kept financial leverage high; (3) geographic and customer concentration, with Canada and Australia accounting for nearly 85% of EBITDA in 2023 and around one-third of gross margin tied to two government entities; and (4) interest coverage (EBITDA/interest) around 2x in 2024 and debt to EBITDA remaining above 5x. BGIS has good liquidity. The sources of liquidity total around C$364 million, consisting of cash of about C$134 million (as of Q3 2024), full availability (before deducting about C$25 million letters of credit) under the company's US$120 million revolving credit facility expiring December 2027 and Moody's expectation of about C$90 million free cash flow in the next four quarters. Customer prepayments could result in fluctuations in working capital impacting the company's free cash flow and liquidity. Uses of cash are limited to about C$12 million in mandatory debt amortizations. The revolving credit facility is subject to a springing net leverage covenant which Moody's expect the company would remain in compliance with if sprung. The company has limited ability to generate liquidity from asset sales. BGIS's senior secured revolving credit facility expiring December 2027 and senior secured first lien term loan due in May 2028 are rated B3, the same as BGIS's CFR because it makes up the bulk of the debt. The rated debt at BGIS is supported by secured upstream guarantees from BGIS's Canadian and US operating subsidiaries (restricted subsidiaries) but no other BGIS operations (restricted non-guarantee subsidiaries, including BGIS Australia). Despite this, BGIS's parent owns those businesses and provides a guarantee to the rated debt that is secured by the stock of subsidiaries. The positive outlook reflects Moody's view that that EBITDA expansion will continue to support modest deleveraging, with debt to EBITDA below 5.0x by the end of 2026 and EBITDA interest coverage reaching above 2.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be upgraded if the company demonstrates a conservative financial policy track record and maintains a strong liquidity profile, while sustaining Debt/EBITDA below 6x and EBITDA/Interest sustains above 2x. The rating could be downgraded if the company sustains Debt/EBITDA above 8x, EBITDA/Interest is below 1x or if liquidity becomes weak. The principal methodology used in this rating was Business and Consumer Services published in November 2021. BGIS is a global provider of integrated facilities management (IFM) services headquartered in Markham, Ontario. BGIS provides facility management, project delivery, energy & sustainability services, asset management, workplace advisory and real estate services to public and private enterprises in North America, the UK and the Asia-Pacific region. BLINK FITNESS: Latham & Watkins Represents PureGym in Acquisition ----------------------------------------------------------------- Pinnacle US Holdings LLC, a subsidiary of PureGym Limited, a leading global gym operator, has announced the completion of its acquisition of Blink Fitness' corporate operations and a significant number of locations in New York and New Jersey for US$121 million in cash plus assumption of certain liabilities. On August 12, 2024, Blink Fitness commenced a sale process through Chapter 11 of the U.S. Bankruptcy Code. On September 10, 2024, PureGym entered into an asset purchase agreement with Blink Fitness, which covered Blink's corporate operations and up to 67 of its locations in New York and New Jersey. This APA gave PureGym ‘stalking horse bidder' status ahead of an auction. On November 12, 2024, the United States Bankruptcy Court for the District of Delaware approved PureGym's as the successful bidder, and PureGym consummated the sale on November 29, 2024. Latham & Watkins LLP represented PureGym in the transaction with an M&A team led by London partner Kem Ihenacho and Century City partner Sean Denvir and a Restructuring & Special Situations team led by New York partner George Davis and Los Angeles partner Ted Dillman, with associates Michael Houlder, Beini Chen*, Shayna Servillas, Whit Morley, and Kevin Shang. Advice was also provided on real estate matters by Los Angeles partner Kim Boras; on tax matters by Chicago partner Joseph Kronsnoble, with associates Aaron Bradley and Derek Gumm; on finance matters by London partner Jocelyn Seitzman and Los Angeles partner Dennis Lamont; on executive compensation matters by New York partner Bradd Williamson, with counsel Leah Segall; on labor and employment matters by counsel Sandra Benjamin, with associate Sahar Merchant; on consumer protection matters by Washington D.C. partner Jennifer Archie; on data privacy and security matters by San Francisco partner Robert Blamires, with associate Kathryn Parsons-Reponte; and on intellectual property matters by counsel David Kuiper, with associates Nathan Wages and Azzam Chaudhry. About Blink Holdings Blink Holdings, Inc., d/b/a Blink Fitness, provides fitness services in the high value, low price fitness category. The business was launched in 2011 with only three locations in New York and New Jersey. By 2019, Blink Fitness had expanded to 92 corporate-owned locations and 10 franchised locations in New York, New Jersey, Massachusetts, Texas, Illinois, and California, and had just launched a proprietary mobile application to enhance member experience. Blink Holdings and more than 100 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11686) on Aug. 12, 2024. In the petition filed by President Guy Harkless, Blink Holdings disclosed $100 million to $500 million in assets against $100 million to $500 million in debt. The Hon. J. Kate Stickles presides over the cases. Young Conaway Stargatt & Taylor, LLP serves as the Debtors' counsel. Moelis & Company is the Debtors' investment banker and EPIQ Corporate Restructuring LLC is the Debtors' notice and claims agent. BOSTON WINDOW: Claims to be Paid From Asset Sale Proceeds --------------------------------------------------------- Boston Window & Door, LLC, filed with the U.S. Bankruptcy Court for the District of Massachusetts a Disclosure Statement with respect to Liquidating Plan of Reorganization dated November 6, 2024. The Debtor was formed in 2018. Mr. Adam Hirsch is the founder, sole owner, and manager of the Debtor. The Debtor was an authorized member of the Pella Corporation Direct Sales Network. Pursuant to two distribution agreements (collectively, the "Branch Agreements"), the Debtor marketed and sold Pella products within its principal area of responsibility in Eastern Massachusetts which includes Suffolk, Essex, Middlesex, and Norfolk counties, and a portion of Plymouth county (the "Territory"). Unable to resolve its disputes with Pella and Pella threatening to terminate the Branch Agreements, on June 20, 2024, the Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code to preserve its assets while it sought strategic or financial partners for its business. On the Petition Date, the Debtor had approximately 100 employees operating out of a warehouse and office facility in Haverhill, Massachusetts and three showrooms in Woburn, Natick, and Hingham. The Debtor actively marketed its assets for sale during the Chapter 11 case and received multiple offers and expressions of interest which it reviewed and responded to, in consultation with Hill View and its other professionals. Among others, Mr. Hadley, through his entity NEWD, expressed interest in re-acquiring the Territory and presented a proposed term sheet to the Debtor shortly after the filing. Over the next several weeks, the Debtor and NEWD exchanged multiple versions of a term sheet, finally reaching agreement on August 9, 2024. Pursuant to its term sheet with NEWD, the Debtor agreed to sell substantially all of its assets and to assign certain leases and executory contracts to NEWD or its designee (the "Buyer") in exchange for total consideration of approximately $17,900,000 comprised of: (i) a payment of $9,100,000 to the Debtor, subject to a working capital adjustment based upon accounts receivable, inventory, prepaid expenses, and Customer Prepayments, (ii) assumption by the Buyer of the Hadley Note in the approximate amount of $5,000,000, and (iii) assumption by the Buyer of the Customer Prepayments on booked orders in the approximate amount of $3,800,000. On August 16, 2024, the Debtor filed a motion to approve the proposed sale pursuant to Section 363 of the Bankruptcy Code to NEWD's designee, Eastern Massachusetts Window & Door, LLC. Thereafter, the Debtor provided diligence materials to the Buyer and negotiated the terms of definitive sale documents with the Buyer including, without limitation, an asset purchase agreement (the "APA"), a non-competition and non-solicitation agreement, certain assignment agreements, and releases of the Buyer and Pella by the Debtor. The Office of the United States Trustee filed a limited objection to the sale and the Bankruptcy Court held a hearing on the Debtor's sale motion on September 10, 2024, which was continued to September 12, 2024. On September 13, 2024 and following negotiations with the United States Trustee, the Bankruptcy Court entered an agreed upon order approving the sale and addressing the issues raised in the United States Trustee's limited objection. On September 24, 2024, the sale to the Buyer closed. At the closing: (a) M&T, the holder of a senior security interest in substantially all of the Debtor's assets, was paid the amount of $5,511,502 to release its liens, (b) the Hadley Note in the approximate amount of $5,000,000 and the Customer prepayments in the amount of approximately $3,800,000 were assumed by the Buyer, (c) the Debtor was paid the amount of $2,088,947, inclusive of $250,000 paid into an escrow to secure any working capital adjustments under the APA, and (d) the Debtor was paid $1,500,000 by Pella in exchange for the general release. After the release of the $250,000 escrow and payment of post-petition obligations in the ordinary course, the Debtor held approximately $4,665,500 on November 1, 2024. The Plan provides for the appointment of the Liquidating Agent to make distributions to creditors. After payment of Senior Secured, Administrative, Priority Claims and payment of or reservation for the amounts necessary to administer the Plan, the balance of the proceeds will be distributed to holders of General Unsecured Claims, classified in Class 3 under the Plan (as defined in the Plan, the "Net Assets") on a Pro Rata basis until such Allowed Claims are paid in full. The total amount of Allowed General Unsecured Claims has not been determined, and circumstances outside of the Debtor's control may affect the dividend to Class 3 creditors, at the present time, the Debtor estimates that the Net Assets will be sufficient to pay all Allowed General Unsecured Claims in Class 3 in full. Class 3 consists of those Allowed General Unsecured Claims. The Debtor estimates that the aggregate amount of Allowed Class 3 Claims is between $800,000 and $1,100,000. In full and complete satisfaction, settlement, discharge and release of the Allowed General Unsecured Claims, the holders of Allowed General Unsecured Claims shall receive, as soon as practicable following the later of the Effective Date or the date such Claim becomes Allowed, either: (i) a Pro Rata share of the Net Assets until such Allowed General Unsecured Claim has been paid in full, or (ii) treatment as agreed between the Debtor or the Reorganized Debtor and the holder of the Allowed General Unsecured Claim. The General Unsecured Claims may be Impaired under the Plan. Confirmation of the Plan shall constitute authorization for the Debtor or the Reorganized Debtor to: (i) effectuate the Plan and to enter into all documents, instruments and agreements reasonably necessary to effectuate the terms of the Plan, and (ii) liquidate any Assets remaining after the Effective Date. The Debtor shall remain in existence as the Reorganized Debtor until dissolved pursuant to the Plan. The Assets shall vest in the Reorganized Debtor on the Effective Date. Except as may be expressly provided in the Plan or a Final Order of the Bankruptcy Court, no Assets shall be deemed abandoned and no defense, set-off, counterclaim or right of recoupment of the Debtor shall be deemed waived, released or compromised. A full-text copy of the Disclosure Statement dated November 6, 2024 is available at https://urlcurt.com/u?l=eEWRjJ from PacerMonitor.com at no charge. Counsel to the Debtor: Christopher M. Condon, Esq. Murphy & King, Professional Corporation 28 State Street Suite 3101 Boston, MA 02109 Tel: (617) 423-0400 Email: ccondon@murphyking.com About Boston Window & Door For over 20 years, the Company has been providing innovative and long-lasting window and door solutions to homes around eastern Massachusetts. Boston Window & Door, LLC in Haverhill, MA, filed its voluntary petition for Chapter 11 protection (Bankr. D. Mass. Case No. 24-40644) on June 20, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Adam Hirsch as chief executive officer, signed the petition. MURPHY & KING serve as the Debtor's legal counsel. BRIGHT ANGLE: Gets Interim OK to Use Cash Collateral ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina granted The Bright Angle, LLC interim authorization to use its cash collateral. The interim order signed by Judge Pamela Mcafee authorized the company to use its cash collateral to pay expenses set forth in its projected budget, with up to 10% variance. The company projects $31,956.75 in total expenses. As of Nov. 5, Bright Angle had cash on hand of approximately $37,273 in its bank account, all of which was transferred to its debtor-in-possession account after its Chapter 11 filing, and unencumbered personal property valued at $19,650. The company needs to use these funds to continue normal operations. The creditors that may assert interest in the cash collateral are Mountain Bizworks, Inc., Scott & Julia Moen, Lendini/Funding Metrics, LLC, and the U.S. Small Business Administration. The creditors will be granted post-petition liens as adequate protection. In addition, Mountain Bizworks will receive a monthly payment of $615.75 starting this month. About The Bright Angle LLC The Bright Angle, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. 24-03864) on Nov. 5, 2024, listing $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Pamela W Mcafee presides over the case. Danny Bradford, Esq., at Paul D. Bradford, PLLC represents the Debtor as legal counsel. BUTLER HEALTH: Fitch Lowers IDR to 'BB+', Outlook Negative ---------------------------------------------------------- Fitch Ratings has downgraded Butler Health System's (BHS) Issuer Default Rating (IDR) and the rating on revenue bonds issued by the Butler County Hospital Authority on behalf of BHS to 'BB+' from 'BBB-'. The Rating Outlook is Negative. Entity/Debt Rating Prior ----------- ------ ----- Butler Health System (PA) LT IDR BB+ Downgrade BBB- Butler Health System (PA) /General Revenues/1 LT LT BB+ Downgrade BBB- The downgrade and Negative Outlook reflect ongoing operating pressures and materially improved but still deficit FY 2024 operating EBITDA and second-year violating the debt service covenant with Truist Bank and under the MTI. BHS is negotiating with its bank and bondholders for an interim waiver of the coverage covenant for FY 2023 and FY 2024 and for a forbearance period extending until Dec. 31, 2025 to provide time for BHS to implement all of its operating improvement initiatives. The forbearance proposal provides for the extension and deferral until January 2027 of payment of parity debt owed by the BHS obligated group to the bank. Without deferral, approximately $45 million of debt will be due and payable in March and June 2025. That currently appears to be manageable given the level of unrestricted cash and investments (fully allocated between cash and fixed income securities), but reduced liquidity will further constrain flexibility. Financial results improved through FY 2024 but remain pressured due to flat volumes, elevated personnel expense (including the cost of locums physicians), and challenging but somewhat improved payor reimbursement. To meet or exceed its budget and avoid potential future covenant violations and further rating downgrades, BHS must continue to implement its operating improvement initiatives, restore volume growth, and reach a manageable labor agreement with its nursing union in 2025. BHS had 110 days cash on hand (DCOH) as of June 30 (FYE), which complied with the 90 DCOH required by Truist and 75 DCOH MTI requirement. Truist also requires a maximum debt/capitalization of less than or equal to 65%. Based on BHS's disclsoure debt/capitalization at FYE was 35%. Fitch's calculation was slightly higher. At FYE, BHS had 123% cash-to-adjusted debt which is not measured for covenant purposes. Through September 30, (1Q25) operating EBITDA remained negative, but both operating and balance sheet metrics suggest an improving trend relative to FYE and relative to September 2023 (1Q24). SECURITY The series 2015A bonds are secured by a pledge of gross revenues of the Obligated Group (OG), which includes the hospital and is the majority of the consolidated system's assets and revenues, and a lien of a mortgage. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Leading Share in Primary Service Area; Broader Service Area is Competitive While BHS enjoys the leading market share within its primary Butler and Clarion County service areas, the larger western Pennsylvania market is competitive, particularly in and around Pittsburgh which is less than an hour's drive south. There are two major integrated delivery networks based in Pittsburgh: UPMC Health System (IDR, A) and Highmark/Allegheny Health Network (AHN). BHS has clinical collaborations with both networks and other regional hospitals and has maintained generally stable volumes. However, there has been some additional competitive pressure with certain service lines following the 2021 opening of an AHN hospital in Wexford, about 45 minutes from Butler. BHS will likely need to grow inpatient volumes over-time to maintain its 53% primary service area market share position. Market share is supported by a large base of employed and aligned primary care physicians, affiliations, joint ventures, and network of providers. BHS's payor mix remains sound. Combined Medicaid and self-pay account for about 15% of system gross revenues. However, due to a high percentage of Medicare (about 57%), and given commercial reimbursement pressures (some of which are controlled by competitors), BHS has limited flexibility to increase revenues even though it is a key provider for all commercial insurers. Fitch expects service area characteristics to continue to support a stable but Medicare dominant payor mix. Butler County continues to experience population growth with favorable household income and favorable unemployment and poverty levels relative to the Commonwealth and to the U.S. overall. The smaller 67-bed Clarion Hospital (Clarion County), operates in a more challenging economic climate with a declining population and median household income, unemployment, and poverty levels higher than for the Commonwealth and for U.S. Operating Risk - 'b' Operational Pressures Continue BHS continues to face operating challenges including flat volumes, staffing and locums expense, and an increasing Medicare percentage. While operating margins historically were strong, results deteriorated in FY 2023 and were still weak but improved in FY 2024. Results improved through Q1 relative to the same period last year. Based on management's initial FY 2025 budget, BHS should narrow its operating loss by at least an additional $15 million and meet or exceed 1.25x debt service coverage required under the (pre-forbearance) loan agreement with Truist (the MTI requirement is 1.1x), provided results from the implementation of improvement initiatives are achieved, and provided management is able to reach equitable agreements in upcoming negotiations. In FY 2024 BHS had a $29.6 million operating loss (-6.6%) which compared favorably with the $42.6 million operating loss (-9.9%) for FY 2023. Operating EBITDA was a negative 0.3% and negative 2.3%, respectively. Through Q1 FY 2025. Operating EBITDA was 0.3% compared with negative 3.3% last year. Last year BHS engaged an outside consultant and identified about $65 million of operating improvement opportunities. FY 2024 and YTD results reflect the initiatives implemented to-date including in payor contracting, workforce management, wage index adjustment, ambulatory, physician practices, and revenue cycle among others. Addressing reimbursement pressures given significant cost inflation over the past two years remains a key strategy. Additional gains in these and other areas should be realized in between FY 2025 and FY 2027. Over the longer term, the restoration of patient volumes to pre-pandemic levels, moderating staffing costs, implementation of turnaround initiatives, and increases in reimbursement will aid operational stability and should allow BHS to return to more stable and sustainable financial results. Over the intermediate term, results will remain constrained and more indicative of low investment grade or non-investment grade credit quality. Fitch expects all but committed routine and life-safety capital spending to be limited until the resolution of the current financial challenges. For FY 2025 BHS's $18.5 million of planned capex will equal about 80% of depreciation. Financial Profile - 'bb' Financial Profile is Weak BHS's financial profile reflects Fitch's expectations for operating risk and liquidity and leverage metrics that while still adequate provide a limited cushion in Fitch's forward-looking scenario analysis, given recent and expected near-term operating pressures. BHS's leverage profile remained sound through the pandemic, but cash-to-adjusted debt has shown signs of weakness since FY 2023 as staffing and other expense pressures mounted, volume growth slowed, and given payor reimbursement that has not kept pace with inflation and overall expense growth, particularly labor expense. At FY 2024 (June 30 unaudited) cash-to-adjusted debt was 106% and DCOH was 110 days on a consolidated basis. BHS's pension plans are funded at a level above 100% so they do not represent a debt equivalent for purposes of Fitch's analysis. While liquidity remains adequate, there is little headroom relative to the minimum 90 DCOH covenant and only limited flexibility since BHS no longer has access to an outside line of credit. The pending forbearance agreement will alleviate the pressure to maintain cash above the bank's 90-day threshold through December 2025. Fitch's base case is based on BHS's 2025 budget assumes a deficit but improved operating EBITDA margin for FY 2025 and 5% to 5.5% operating EBITDA in fiscal years 2026 to 2029 as BHS continues to implement various initiatives. Fitch's forward-looking stress case incorporates revenue stress relative to the base case and a portfolio sensitivity adjustment (investments are fully allocated between cash, cash equivalents, and fixed income investments). The stress case assumes a larger FY 2025 operating loss and sustained but improved operating losses through FY 2029. Operating EBITDA should remain a positive 3% or better through the stress case providing for sufficient operating cash flow to achieve the minimum bank and bondholder debt service coverage requirements at the end of the forbearance period and sustained over time. However, under a conservative assumption that revenues and expenses grow at the same rate after FY 2025, compliance with the minimum bank and bondholder liquidity covenant (90 DCOH for the bank and 75 DCOH under the MTI), could be more challenging. BHS remains focused on preserving liquidity and has some flexibility to adjust capital spending if necessary. Should expected performance improvements not be fully realized, BHS could face future covenant defaults leading to additional rating pressure and to bank or bondholder acceleration of outstanding debt. Assuming operational improvements continue to produce expected results, Fitch believes that BHS can achieve positive operating cash flow and covenant compliance on a go forward basis. Fitch has little current visibility into how successful labor and payor negotiations will be, or to what extent Independence Health System, as Butler's sole corporate member, will support BHS's financial profile if it becomes necessary. Asymmetric Additional Risk Considerations There are no asymmetric risks associated with the rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A declared event of default by Butler's bank and/or under the MTI; - Failure to show meaningful improvement in operating margins; - Weaker balance sheet metrics, particularly any material deterioration DCOH or cash-to-debt. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Breakeven or better operating margin; - Sustained maximum annual debt service coverage near 2x or better over time; - Sustained cash-to-adjusted debt in excess of 125%. PROFILE Located in Butler County, PA, BHS is a 378 licensed-bed community hospital system that offers select higher-end services in western Pennsylvania, located about 35 miles from Pittsburgh. BHS has two hospitals (including Clarion Hospital) and 53 outpatient care sites, including four urgent care clinics. Total operating revenues in unaudited FY 2024 were $448 million (unaudited). On Jan. 1, 2023, BHS and Excela Health consummated their agreement to form a new five-hospital health system, with combined board representation and more than $1 billion of total annual revenues. A new entity was formed (Independence Health System) to create the parent organization and sole corporate member over each of BHS and Excela. BHS and Excela continue to exist and operate as separate legal and OGs. Fitch does not rate Excela Health's OG debt. Management plans to maintain separate financial reporting for the Butler and Excela OGs, and will produce a consolidated Independence Health and Subsidiaries audit for FY 2024. Completion of the FY 2023 BHS audit was delayed until October 2024 pending agreements with its bank and bondholders. At FY 2024 BHS met its DCOH and debt to capitalization covenants, but was not in compliance with the debt service coverage covenant. Negotiation of an interim waiver of the historical debt service covenant violations along with a forbearance agreement is pending. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by data 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. CACTUS LAND: Unsecureds Will Get 85% of Claims in Plan ------------------------------------------------------ Cactus Land Holdings, Inc., submitted a Third Amended Liquidating Plan of Reorganization dated November 6, 2024. The Plan provides for the 100% payment of all unclassified Administrative Claims and Priority Tax Claims, and two Classes of Allowed Secured Claims (Classes 1 and 2). The Plan also provides for the approximately 85% payment of one Class of General Unsecured Claims (Class 3), all of which will be funded through the proceeds from the sale of the Real Estate Assets under Code Section 363. The Plan also proposes to consensually subordinated the Allowed Unsecured Claim of the Debtor's principal, Jack "Jay" Rust, Jr. (Class 4), who will not receive any Distributions. Class 2 consists of Disputed Secured Claim of HOA. Although the HOA and did not file a timely proof of claim pursuant to Code Section 1111(a) and would otherwise not be entitled to receive any distributions on account of such Secured or Unsecured Claims, the parties reached a Mediated Settlement Agreement pursuant to which Debtor agreed to grant the HOA an Allowed Secured Claim in the amount of $62,500.00, in exchange for which the HOA agreed to vote in favor of the Plan, with the parties agreeing to fully and forever resolve any and all claims by and between them. Based upon the Court's Order approving Debtor's Rule 9019 Motion to Compromise Controversy (the "9019 Motion", upon confirmation of this Plan, the HOA will receive a one-time Cash Distribution of $62,500 on the Distribution Date and its Allowed Secured Claim will be satisfied in full. Based upon the Court's approval of the 9019 Motion and the Mediated Settlement Agreement, the Holder of the Allowed Claim in this Class 2 is Impaired and is entitled to vote on the Plan in accordance with the terms thereof. Class 3 consists of General (Non-Insider) Unsecured Claims. Class 3 presently has $465,175 in Undisputed General Unsecured Claims. The Debtor anticipates the remaining proceeds from the sale of the Real Estate Assets will be sufficient to satisfy approximately 85% of the Class 3 Allowed Claims. Unless they agree to a different treatment or have been paid in full before the Effective Date, Holders of Allowed Claims in Class 3 will receive a one-time Cash Distribution to be paid, pro rata, on the Distribution Date after satisfaction of the Allowed Secured Claims in Classes 1 and 2, all Allowed Administrative Claims, and all Allowed Priority Tax Claims. Class 3 is Impaired. Class 4 represents the Allowed Unsecured Claim of Debtor's principal, Jack "Jay" Rust, Jr., in the amount of $275,000. Mr. Rust will receive no Distributions under the Plan. Upon confirmation of the Plan, and in accordance with the Confirmation Order, Debtor will be authorized to take all necessary steps, and perform all necessary acts, to consummate the terms and conditions of the Plan. In addition to the provisions set forth elsewhere in the Plan, the sale of the Real Estate Assets is an integral part of this Plan and is critical to funding the proposed Plan Distributions. Consequently, the sale of the Real Estate Assets shall be exempt from the imposition of any Florida state or local deed recording taxes and other similar taxes pursuant to Code Section 1146(a); provided, however, nothing in the Plan or the Confirmation Order will release, nullify, or enjoin the enforcement of any liability to a governmental unit under applicable police and regulatory authority after entry of the Confirmation Order. A full-text copy of the Third Amended Plan dated November 6, 2024 is available at https://urlcurt.com/u?l=AjCD89 from PacerMonitor.com at no charge. Attorneys for the Debtor: Matthew S. Kish, Esq. Shapiro, Blasi, Wasserman & Hermann, PA 7777 Glades Road, Suite 400 Boca Raton, FL 33434 Telephone: (561) 477-7800 Email: mkish@sbwh.law About Cactus Land Holdings Cactus Land Holdings, Inc., is a resident-owned manufactured home community in Fort Lauderdale, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19135) on Nov. 6, 2023, with $4,478,161 in assets and $1,887,404 in liabilities. Jack "Jay" Rust, Jr., president, signed the petition. Judge Peter D. Russin oversees the case. Matthew S. Kish, Esq., at Shapiro Blasi Wasserman & Hermann PA, is the Debtor's legal counsel. CALPINE CORP: Fitch Affirms 'B+' IDR, Outlook Stable ---------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of Calpine Corporation (Calpine) and Calpine Construction Finance Company L.P. (CCFC) at 'B+'. The Rating Outlook is Stable. Fitch has also affirmed Calpine's first-lien debt at 'BB+' with a Recovery Rating of 'RR1', its senior unsecured notes at 'BB-'/'RR3', and CCFC's term loan at 'BB+'/'RR1'. Fitch rates Calpine's proposed amend and extend of its existing Term Loan B maturing December 2027 'BB+'/'RR1'. Calpine's ratings reflect its moderate leverage and higher business risk associated with owning a largely uncontracted power generation fleet. The ratings also consider the positive attributes of Calpine's fleet, such as a relatively clean fuel profile, geographic diversity and the ability to generate consistent EBITDA in different natural gas price environments. Key Rating Drivers Strong Results: Calpine's credit metrics have notably improved in recent years, with 2023 EBITDA leverage dropping to 4.2x from 5.6x in 2022. This progress is due to robust commodity margins across various segments, driven by higher spark spreads and above-market hedges. Increased electricity demand from economic growth and electrification has also bolstered operating results. In 2022, volatile Henry Hub natural gas prices ($3-$10/MMBtu) led to higher wholesale electricity prices, enabling Calpine to secure above-market hedges for 2023 and 2024. A decrease in natural gas and power prices from 2022's peaks led to a release of collateral requirements in 2023. By the end of 2023, Calpine had around $700 million in margin deposits, aligning closely with historical averages. Forward integration into the retail electricity business adds stability to cash flows. Tailwinds from Demand Growth: Recent energy demand has exceeded historical averages of the past decade, driven by economic growth, transportation electrification, and increased data center demand. Fitch expects Calpine's fleet to benefit from rising energy prices and spark spreads in the near term. The recent PJM capacity auction showcased a substantial increase in capacity prices to $269.92/MW-day from $28.92/MW-day in 2024/2025. This was due to increased demand, insufficient future transmission planning, retirement of fossil-fired generation, long interconnection queues, and FERC market reforms. Fitch's EBITDA outlook is also supported by expected higher capacity payments at Calpine's California fleet, which balances solar and wind generation intermittency. While increased battery storage penetration could pressure these margins, Fitch expects this impact over an extended period. Credit Metrics In-Line with Ratings: Fitch expects Calpine's strong financial performance to continue through 2026, with adjusted EBITDA leverage range of 4.0x-4.5x. Since early 2023, natural gas prices have stabilized below $4/MMBtu, but wholesale electricity prices remain elevated. Unfavorable weather conditions and a challenging macro-environment, could lead to volatile wholesale electricity prices, potentially affecting Calpine's forecasted EBITDA negatively. However, Calpine's mostly hedged profile for 2025 and 2026 alleviates these risks for the near term. Light Covenant Risk: Calpine's credit agreements impose minimal restrictions on the use of asset sale proceeds. In 2023, 2022, and 2021, Calpine paid dividends of $1.7 billion, $564 million, and $1.6 billion, respectively, using FCF and asset sale proceeds. Fitch assumes Calpine will use most of its FCF for dividend pay-outs over the forecast period, while maintaining its net debt/EBITDA leverage target range of 4.0x-5.0x. The Stable Outlook on Calpine and CCFC reflects the lack of a formal commitment to maintain leverage below current upgrade sensitivity threshold. Sizable Near-Term Capex: Despite increased growth capex over 2024-2026, Fitch expects Calpine to generate strong average annual pre-dividend FCF of $1.2 billion. In 2024, growth capex will focus on battery storage projects in California, including the NOVA I-IV project and the ongoing NOVA V, which will add up to 680 MW of battery storage. In 2025, growth capex will be driven by the 105 MW Pastoria Solar project, the 425 MW Freestone Peaker construction, Bosque energy center expansion, and incremental Geysers investment. Rating Linkage: Fitch determines Calpine's Standalone Credit Profile (SCP) based on consolidated metrics. CCFC's SCP is stronger than Calpine's, and Fitch has followed the stronger subsidiary path. Legal ringfencing and access and control are open, due to strong contractual, operational and management ties between Calpine and CCFC, resulting in a consolidated IDR. CCFC sells a majority of its power plant output under a long-term tolling arrangement with Calpine's wholly owned marketing subsidiary. CCFC is also a party to a master operation and maintenance agreement with another Calpine's subsidiary. Derivation Summary Calpine is unfavorably positioned compared with Vistra Corp. (BB/Stable) regarding size, asset composition and fuel diversity. Vistra is the largest independent power producer in the U.S., with approximately 37 gigawatts of generation capacity, compared with Calpine's 27.7 gigawatts. Vistra's generation capacity is well-diversified by fuel, compared with Calpine's natural gas-heavy portfolio. Vistra also benefits from its ownership of large and well-entrenched retail electricity businesses compared with Calpine, whose retail business is smaller. Fitch believes Calpine's biggest qualitative strength is its younger and predominantly natural gas-fired fleet, which bears less operational and environmental risk than coal-fired assets owned by Vistra and Talen Energy Supply, LLC (BB-/Stable). Calpine also has much larger asset scale than Talen. In addition, Calpine's fleet is more geographically diversified than Vistra's or Talen's, which are concentrated in Texas and PJM, respectively. However, Calpine's leverage is higher than Vistra's, which results in a lower rating. Calpine's 2024-2026 forecast leverage, measured as consolidated gross debt/EBITDA, is projected to be around 4.0x-4.5x. This is modestly higher than Vistra's and Talen's, which is projected to be around 3.5x and 4.0x, respectively. Key Assumptions - Wholesale power prices based on forward market curves through 2026; - Maintenance and growth capex of approximately $4 billion in 2024-2026; - Taxes assume net operating loss usage; - Dividend to sponsors of up to $5.5 billion in 2024-2026. Recovery Analysis Recovery Analysis: Calpine's security ratings are notched above or below the IDR as a result of the relative recovery prospects in a hypothetical default scenario. Fitch values the power generation assets that guarantee the parent debt using a net present value (NPV) analysis. A similar NPV analysis is used to value the generation assets that reside in non-guarantor subsidiaries, and the excess equity value is added to the parent recovery prospects. The generation asset NPVs vary significantly based on future gas price assumptions and other variables, such as the discount rate and heat rate forecasts in California, ERCOT and the Northeast. For the NPV of generation assets used in Fitch's recovery analysis, Fitch uses the plant valuation provided by its third-party power market consultant, Wood Mackenzie, as well as Fitch's own gas price deck and other assumptions. The NPV analysis for Calpine's generation portfolio yields approximately $1,770/kW for the geothermal assets, and $640/kW for the natural gas generation assets, which is higher than its previous year's assumption of $550/kW. Calpine's gas fleets are becoming increasingly critical to the electric reliability in their major markets, and are gaining scarcity value in CAISO, a result of robust power demand combined with the absence of new gas power plants. Consistent with previous assumptions, Fitch assumes $1 billion asset value for the solar and storage energy projects, Nova Storage project, and West Ford Flat Storage Facility. The recovery analysis assumes Calpine would be considered a going-concern in bankruptcy. Fitch has assumed a 10% administrative claim. Fitch also assumes a full draw of all of Calpine's credit facilities in the recovery analysis. The recovery analysis resulted in a Recovery Rating of 'RR1', implying outstanding recovery (in a range of 91%-100%), for the first lien debt and a Recovery Rating of 'RR3', implying good (51%-70%) recovery for the senior unsecured debt of Calpine in the event of default. The recovery analysis also results in a 'RR1' recovery for CCFC's secured debt. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Consolidated gross debt /EBITDA below 4.0x on a sustainable basis, conservative capital-allocation policies, and strong commitment to maintain lower leverage. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sale of core assets with an aim to maximize shareholder returns which results in an increase in leverage; - Weaker power demand or higher than expected power supply, depressing wholesale power prices in its core regions; - Unfavorable changes in regulatory construct and rules in its markets; - An aggressive growth strategy that diverts a significant proportion of growth capex toward merchant assets or an inability to renew expiring long-term contracts; - Total adjusted debt/EBITDA and FFO leverage above 6.0x on a sustained basis; - Any incremental leverage and/or deterioration in NPV of the generation portfolio would lead to downward rating pressure on the unsecured debt. Liquidity and Debt Structure Fitch views Calpine's liquidity position as adequate. Calpine had approximately $2.35 billion of cash and cash equivalents, excluding restricted cash, at the corporate level as of Sept. 30, 2024, and $2.24 billion of availability under the corporate revolving facility. Calpine also can issue first-lien debt for collateral support. As of Dec. 31, 2023, a three standard deviation shift in collateral exposure based on commodity price changes would have resulted in lower collateral posted of approximately $692 million versus $1.3 billion as of Dec. 31, 2022. In January 2024, Calpine extended the term on its $2.5 billion corporate revolving facility from January 2027 to January 2029 for a total notional amount of $2.225 billion, with the remaining $275 million expiring in January 2027. At Sept. 30, 2024, Calpine had $256 million in letters of credit outstanding with no borrowings outstanding and $2.2 billion in remaining available capacity under its corporate revolving facility. On March 29, 2023, Calpine amended the CDHI Credit Agreement upsizing the available capacity to approximately $1.2 billion from $700 million and extending the maturity date to March 2028. The facility can be used for general corporate purposes with a limit of up to $400 million for construction loans that meet specified criteria. At Sept. 30, 2024, the CDHI Credit Agreement was composed of $497 million in letters of credit outstanding, $158 million in borrowings outstanding and $503 million in remaining available capacity. On July 21, 2022, Calpine entered into a one-year Commodity-linked revolving credit facility with maturity on July 20, 2023. On July 18, 2024 Calpine has extended the facility to July 2025 and increased its aggregate borrowing base limit of $1.5 billion to $1.8 billion. The facility is solely to be utilized to meet collateral posting requirements for eligible commodity hedge agreement. At Sept. 30, 2024, the outstanding amount under the Commodity-linked revolving credit facility decreased to nil, from $100 million at Dec. 31, 2023. Calpine also has several unsecured letter of credit facilities with two third-party financial institutions totalling approximately $325 million at Sept. 30, 2024. Calpine also has four secured bilateral letter of credit agreements for up to $500 million of capacity with varying tenors, one of which was extended from 2025 to 2027 in January 2024. On May 31, 2022, Geysers Power Company, LLC (GPC) amended the then existing seven-year $1.5 billion first lien senior secured term loan facility, upsizing the facility to $1.77 billion and extending the maturity to May 31, 2029. Additionally, the revolving letter of credit facility with an available capacity of $250 million was amended, extending the maturity date to May 31, 2029, and providing the ability to draw up to $50 million in loans for eligible battery projects, based on terms within the amended agreement. Proceeds from the amended GPC Term Loan were utilized for general corporate purposes, including but not limited to the repayment of other Calpine debt and future renewable project development. As of Dec. 31, 2023, Calpine was in compliance with all of the covenants in their debt agreements. Issuer Profile Calpine is an Independent Power Producer in the U.S. with total generation capacity of 27,691 MW. It owns and operates natural-gas-fired and geothermal power plants in North America and has a significant presence in major U.S. nonregulated power markets. Summary of Financial Adjustments - Fitch removed the effects of MTM (mark-to-market) adjustments in its EBITDA calculation. - Fitch removed major maintenance expense out of operating costs to capex. 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 ----------- ------ -------- ----- Calpine Corporation LT IDR B+ Affirmed B+ senior unsecured LT BB- Affirmed RR3 BB- senior secured LT BB+ Affirmed RR1 BB+ Calpine Construction Finance Company, L.P. LT IDR B+ Affirmed B+ senior secured LT BB+ Affirmed RR1 BB+ CANVAS PROS: To Sell Real Estate Business to Amprop Ventures ------------------------------------------------------------ Canvas Pros Inc. seeks permission from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, to sell its real estate business subject to all liens, encumbrances, and interests. The Debtor is a Florida limited liability company, wholly owned and managed by Roberto Martins and operates a real estate business. The Debtor has secured a loan, as well as other unsecured debt over the course of the business operations, and has filed its Chapter 11 petition as a result of the inability to continue to service the debt related to its obligations. The Debtor enters into a purchase and sale agreement with Amprop Ventures, LLC in which the purchaser will deposit $10,000.00 as earnest money with five days and the total price of sale will be $950,000. The Debtor asserts that the sale of the property would result in an efficient and cost-effective manner of disposing of the estate’s interest in the assets, while simultaneously creating a benefit to the bankruptcy estate and creditors of the Debtor. The lienholders of the property include Fairwinds Credit Union with approximately $343,491.87 and Will Roberts Tax Collector with approximately $17,834.66. The Debtor is not seeking to avoid the Fairwinds and Will Roberts, Tax Collector’s first position unavoidable liens on the corporate assets. About Canvas Pros, Inc. Canvas Pros, Inc. filed voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-02518) on May 20, 2024, listing under $1 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. Law Offices of Mickler & Mickler, LLP serves as the Debtor's bankruptcy counsel. CITY BREWING: Seeks Financial Support, Considers Restructuring -------------------------------------------------------------- Reshmi Basu of Bloomberg News reports that City Brewing Co., maker of brands like White Claw and Pabst Blue Ribbon, is seeking a new loan to bolster its cash reserves while exploring a potential restructuring, which could include a bankruptcy filing, according to sources familiar with the matter. The La Crosse, Wisconsin-based brewer is negotiating with some of its lenders for a loan of around $50 million to strengthen its financial position as it faces declining demand, according to the report. The sources, who requested anonymity due to the sensitive nature of the discussions, noted that talks are ongoing and no final decision has been made, the report states. About City Brewing Co. LLC City Brewing Company, LLC operates as a brewery company. The Company manufactures beverages by contract, including beer, malts, teas, soft drinks, energy drinks, and other new age beverages. City Brewing serves customers in the United States. COMTECH TELECOMMUNICATIONS: Archon Capital No Longer Holds Shares ----------------------------------------------------------------- Archon Capital Management, LLC disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, it ceased to be the beneficial owner of more than five percent of Comtech Telecommunications Corp.'s common stock. Archon Capital Management may be reached at: Constantinos Christofilis Managing Member 1100 19th Avenue E Seattle, Washington 98112 Tel: (206) 438-1865 A full-text copy of 's SEC Report is available at: https://tinyurl.com/2xzkv7cv About Comtech Telecommunications Corp. Headquartered in Chandler, Arizona, Comtech Telecommunications Corp. -- www.comtech.com -- is a global provider of next-generation 911 emergency systems and secure wireless and satellite communications technologies. This includes the critical communications infrastructure that people, businesses, and governments rely on when durable, trusted connectivity is required, no matter where they are – on land, at sea, or in the air – and no matter what the circumstances from armed conflict to a natural disaster. The Company's solutions are designed to fulfill its customers' needs for secure wireless communications in the most demanding environments, including those where traditional communications are unavailable or cost-prohibitive, and in mission-critical and other scenarios where performance is crucial. Jericho, New York-based Deloitte & Touche LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Oct. 30, 2024, citing that the Company has suffered recurring losses and negative cash outflows from operations, and may be unable to maintain compliance with financial covenants required by its credit agreement that raise substantial doubt about its ability to continue as a going concern. As of July 31, 2024, Comtech had $912.43 million in total assets, $426.11 million in total liabilities, $180.08 million in convertible preferred stock, and $306.25 million in total stockholders' equity. COMTECH TELECOMMUNICATIONS: Needham Entities Hold 5.27% Stake ------------------------------------------------------------- Needham Asset Management, LLC disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, the company and its affiliated entities -- Needham Investment Management LLC and George A. Needham -- beneficially owned 1,502,500 shares of Comtech Telecommunications Corp.'s common stock, representing 5.27% of the shares outstanding. Needham Asset Management, LLC is the managing member of Needham Investment Management LLC, which serves as investment adviser to various series of The Needham Funds, Inc. and the general partner to certain private investment funds that hold 1,502,500 shares of common stock of Comtech. Needham Investment Management LLC may be deemed to beneficially own the Common Stock by virtue of its position as investment adviser to these series and general partner to these funds. George A. Needham is a control person of Needham Asset Management, LLC, which is the managing member of Needham Investment Management LLC, which serves as investment adviser to various series of The Needham Funds, Inc. and the general partner to certain private investment funds that hold 1,502,500 shares of common stock of Comtech. George A. Needham may be deemed to beneficially own the Common Stock by virtue of his position as a control person of Needham Asset Management, LLC. A full-text copy of Needham's SEC Report is available at: https://tinyurl.com/4ppjnds4 About Comtech Telecommunications Corp. Headquartered in Chandler, Arizona, Comtech Telecommunications Corp. -- www.comtech.com -- is a global provider of next-generation 911 emergency systems and secure wireless and satellite communications technologies. This includes the critical communications infrastructure that people, businesses, and governments rely on when durable, trusted connectivity is required, no matter where they are – on land, at sea, or in the air – and no matter what the circumstances from armed conflict to a natural disaster. The Company's solutions are designed to fulfill its customers' needs for secure wireless communications in the most demanding environments, including those where traditional communications are unavailable or cost-prohibitive, and in mission-critical and other scenarios where performance is crucial. Jericho, New York-based Deloitte & Touche LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Oct. 30, 2024, citing that the Company has suffered recurring losses and negative cash outflows from operations, and may be unable to maintain compliance with financial covenants required by its credit agreement that raise substantial doubt about its ability to continue as a going concern. As of July 31, 2024, Comtech had $912.43 million in total assets, $426.11 million in total liabilities, $180.08 million in convertible preferred stock, and $306.25 million in total stockholders' equity. CONCORDIA ANESTHESIOLOGY: Seeks to Extend Plan Exclusivity ---------------------------------------------------------- Concordia Anesthesiology, Inc. asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 8, 2025, and July 8, 2025, respectively. The Debtor claims that it is presently working to negotiate a plan of reorganization with its creditors, but the Debtor requires additional time to allow its operations to stabilize now that it has been given the breathing room afforded by the automatic stay and now that all first day relief has been granted, allowing it to commit its focus to reorganizing its business without the pressures and time commitments inherent in prosecuting first day motions. The Debtor seeks an extension to the Exclusivity Periods to preclude the costly disruption and instability that would occur if competing plans were proposed. The Debtor explains that the request for an extension will not unfairly prejudice or pressure the Debtor's creditor constituencies or grant the Debtor any unfair bargaining leverage. The Debtor needs creditor support to confirm any plan, so the Debtor is in no position to impose or pressure its creditors to accept unwelcome plan terms. The Debtor seeks an extension of the Exclusivity Periods to advance the case and continue good faith negotiations with its stakeholders. The Debtor asserts that premature termination of the Exclusivity Periods may engender duplicative expense and litigation associated with multiple competing plans. Any litigation with respect to competing plans and resulting administrative expenses will only decrease recoveries to the Debtor's creditors and significantly delay, if not undermine entirely, the possibility of prompt confirmation of a plan of reorganization. The Debtor further asserts that given the consequences for its estate if the relief requested herein is not granted and the progress made to date, the requested extension of the Exclusivity Periods will not prejudice the legitimate interests of any party in interest in this case. Rather, the extension will further the Debtor's efforts to preserve value and avoid unnecessary and wasteful litigation. Concordia Anesthesiology, Inc., is represented by: Will B. Geer, Esq. Caitlyn Powers, Esq. Rountree, Leitman, Klein & Geer, LLC Century I Plaza 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Email: wgeer@rlkglaw.com cpowers@rlkglaw.com About Concordia Anesthesiology Gainesville-based Concordia Anesthesiology, Inc. filed its voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 24-21106) on Sept. 10, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Jarrod D. Huey, M.D. as chief executive officer and president. Judge James R. Sacca oversees the case. Angelyn M. Wright, Esq., at The Wright Law Alliance, P.C., is the Debtor's bankruptcy counsel. CORREIA CONTRACTING: Taps Law Office of David G. Baker as Attorney ------------------------------------------------------------------ Correia Contracting LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire the Law Office of David G. Baker, as attorney. The firm will render these services: a. assist the Debtor in taking all necessary action to protect and preserve the estate; b. negotiate with creditors and other parties in interest; c. advise the Debtor in connection with the bankruptcy proceeding d. prepare the plan of reorganization and disclosure statement; e. prepare any necessary pleadings and attend court hearings thereon; and f. perform other legal services normally incident to Chapter 11 cases. David G. Baker will be paid at the hourly rate of $375. The firm will be paid a retainer in the amount of $2,240. It will also be reimbursed for reasonable out-of-pocket expenses incurred. David G. Baker, sole practitioner of the Law Office of David G. Baker, 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. David G. Baker can be reached at: David G. Baker, Esq. LAW OFFICE OF DAVID G. BAKER 236 Huntington Avenue, Ste. 306 Boston MA 02115 Tel: (617)340-3680 E-mail: david@bostonbankruptcy.org About Correia Contracting LLC Correia Contracting LLC is part of the residential building construction industry. Correia Contracting LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-12299) on November 15, 2024. In the petition filed by Paul Correia, as authorized representative, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Janet E. Bostwick handles the case. The Debtor is represented by David G. Baker, Esq. at DAVID G. BAKER LAW OFFICE. CORSAIR GAMING: S&P Withdrew 'BB-' Issuer Credit Rating ------------------------------------------------------- S&P Global Ratings withdrew its 'BB-' issuer credit rating on Corsair Gaming Inc. and its 'BB-' issue-level rating on the company's revolving credit facility and term loan due 2026 at the issuer's request. At the time of the withdrawal, our outlook on Corsair was stable. COWTOWN BUS: Seeks to Sell Business Assets in Auction ----------------------------------------------------- Cowtown Bus Charters Inc. asks approval from the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to sell substantially all of its business assets, free and clear of all liens, claims, and encumbrances. The Debtor maintains corporate headquarters in Fort Worth, Texas and employs approximately 29 employees. It is a charter bus rental provider and operates a fleet of buses. The rental business of the Debtor focuses on experience and safety with a modern fleet, ranging from a 24-passenger minibus for the local DFW area to VanHool 56 passenger buses. Brenda Cross is the Debtor's sole officer and director. She assumed the position after the death of her brother Bill Pippin. Due to recent financial challenges and the passing of William "Bill" Pippin, the current management and ownership of Cowtown believes that it is in the best interest of the creditors to offer and sell the assets of the business as a going concern. The lienholders of the Property include First Savings Bank, the U.S. Small Business Administration (SBA), Huntington National Bank, M&T Capital Leasing Corp., and the Tarrant County Tax Assessor. The Debtor asserts that the sale of the assets including customer lists, and outstanding agreements is believed to be in the best interest of creditors, customers, and non-insider employees of the Debtor. The Debtor believes that time is of the essence. The remaining interested party has indicated the offer be reduced due to the loss of value in the buses and its assets are subject to potential diminution in value and cash flow concerns. It also indicates that establishing the timeline and process for sale of the Debtor’s assets will provide certainty regarding the value of it as a going concern. The Debtor will maintain a virtual data room to allow potential bidders to conduct due diligence. Avalon, Transportation, LLC proposes a nonbinding offer to purchase substantially all the operating of assets of the Debtor which includes a purchase price of $2,385,000 plus 10% of revenue over $250,000 generated in the one year post closing. There is no guarantee of any additional revenue in connection with the 10% proposal. The offer also includes designation of $230,000 for the Huntington bus and $1,950,000 toward the buses and other assets pledged to First Savings Bank. The Avalon offer also includes bid protections. Separately, a proposal has been made to purchase real property of the Debtor described as 5504 & 5508 Forest Hill Dr, Fort Worth, TX 76119 by CanTex RE Holdings, LLC and/or its assigns with $1,800,000 offer price. The title to the asset is not subject to conveyance without the consent of the SBA. The Debtor seeks to establish the Bid Procedures to govern the submission of competing bids and to strike a balance between the Debtor's fiduciary duty to subject the sale of the Debtor’s assets to competitive bids and enabling the Debtor to close a sale with a buyer on a timely basis. The Debtor proposes that if no objection is timely received, the Cure Amount set forth in the Cure Notice shall be controlling notwithstanding anything to the contrary in the Assumed Contract or any related documents, and each non-Debtor party to the Assumed Contract shall be barred from asserting any other claim arising prior to the assignment against the Debtor or the buyer as to the Assumed Contract. The Debtor maintains that the relief requested will maximize the value of the assets and facilitate a sale process that best accomplishes, under the circumstances, the Debtor’s goal of ensuring that the highest and best offer is obtained for the assets. About Cowtown Bus Charters Inc. Cowtown Bus Charters, Inc. is a full service bus charter company providing local to national transportation. Cowtown Bus Charters, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-10161) on Sept. 6, 2024. In the petition signed by Brenda Cross, president and director, the Debtor disclosed $1,237,132 in assets and $4,370,485 in liabilities as of Aug. 22, 2024. Judge Mark X. Mullin presides over the case. The Debtor tapped Mark J. Petrocchi, Esq., at Griffith, Jay & Michel, LLP as counsel. CRACKED EGGERY: Case Summary & Eight Unsecured Creditors -------------------------------------------------------- Debtor: Cracked Eggery Inc. 1921 8th St NW, Suite 105 Washington, DC 20001 Chapter 11 Petition Date: December 5, 2024 Court: United States Bankruptcy Court District of Columbia Case No.: 24-00416 Judge: Hon. Elizabeth L Gunn Debtor's Counsel: Kevin R. Feig, Esq. MCNAMEE HOSEA, P.A. 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Tel: (301) 441-2420 Fax: (301) 982-9450 E-mail: kfeig@mhlawyers.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew Zarinsky as co-founder/director. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MXZWB2Q/Cracked_Eggery_Inc__dcbke-24-00416__0001.0.pdf?mcid=tGE4TAMA CVR ENERGY: Moody's Cuts CFR to B2 & Senior Unsecured Notes to B3 ----------------------------------------------------------------- Moody's Ratings downgraded the ratings of CVR Energy, Inc. (CVI) including the Corporate Family Rating to B2 from B1, the Probability of Default Rating to B2-PD from B1-PD and the senior unsecured notes ratings to B3 from B2. Moody's also assigned a Ba3 rating to CVR CHC, LP's proposed senior secured term loan. The Speculative Grade Liquidity (SGL) rating is unchanged at SGL-3. The outlook is negative. "The downgrade reflects CVR Energy's weakening credit metrics and Moody's expectations that it will not generate positive free cash flow in 2025 as a result of weak industry crack spreads and capital expenditure requirements, including for a turnaround at the Coffeyville refinery," commented James Wilkins, Moody's Ratings Vice President. "Funds from CVR Energy's proposed term loan will add to its cash balances and boost liquidity at a time of weak industry margins, but it will also increase its gross debt levels and that may not be reversed for an extended period of time." RATINGS RATIONALE The downgrade of CVI's CFR to B2 reflects weaker than anticipated profit margins, negative free cash flow generation, increasing leverage, modest scale and geographic concentration. CVI's debt capacity is reliant on the cyclical refining business, but the company also operates and owns a large equity interest in and the general partner of CVR Partners, LP (CVR Partners, B1 stable), a producer of nitrogen fertilizers, from which it receives distributions. Given the cyclical nature of the refining and fertilizer businesses, CVI's EBITDA and cash flow are volatile, leading to wide swings in leverage. Moody's expect the company's EBITDA in 2025 to improve from 2024 levels, but be meaningfully lower than 2023, driven by downtime for a turnaround at the Coffeyville refinery and lower industry crack spreads. Crack spreads were below mid-cycle levels in the third quarter 2024, and could improve towards mid-cycle levels in 2025. Lower EBITDA and elevated turnaround spending will likely result in negative free cash flow in 2025, even without paying a dividend. CVI recently announced that its board of directors elected to suspend the dividend for the third quarter 2024, resulting in meaningful cash savings. While Moody's do not expect the term loan debt to be a permanent addition to the company's debt capital structure, negative free cash flow generation in the second half 2024 and 2025 will not likely be offset by a corresponding cumulative amount of positive free cash flow until 2027. One of CVI's two obligated party subsidiaries has disputed the US Environmental Protection Agency's (EPA) denial of small refinery exemptions under the federal Renewable Fuel Standard (RFS). The RFS requires that renewable fuels be blended into the transportation fuel supply. This requirement is generally met by either blending renewable fuels or purchasing credits (i.e., renewable identification numbers, or "RINs"). There is uncertainty around the ultimate outcome and timing for any related cash outlays, and there could be an extended period of time before the dispute is resolved. CVI's SGL-3 rating reflects Moody's expectation the company will maintain adequate liquidity through 2025, supported by its cash balance, undrawn capacity under its ABL revolving credit facility due June 30, 2027, and cash flow from operations. As of September 30, 2024, CVI had $423 million of cash ($723 million pro forma for the term loan issuance and before fees), which excludes the $111 million of cash at CVR Partners. CVI's refining business had $290 million available under its undrawn $345 million ABL revolving credit facility due 2027 after accounting for $24 million of outstanding letters of credit and the borrowing base. The revolver has a springing minimum fixed charge coverage ratio covenant of 1.0x, with springing based on availability under the facility. CVI also relies on a crude oil supply agreement, which expires January 31, 2026, to support working capital needs. The agreement is subject to automatic one-year renewals so long as neither party provides notice of termination 180 days in advance. Continued availability of the facility is important to CVI's liquidity profile, as its termination would be a call on the company's ABL revolving credit facility and other liquidity sources. The next debt maturity will be the term loan due in 2027. CVI's $400 million senior unsecured notes due 2028 and $600 million senior unsecured notes due 2029 are rated B3, one notch below the CFR, reflecting the effective higher seniority of claims under the secured revolving credit facility and secured term loan to the company's assets. The new secured term loan is rated Ba3, two notches above the CFR, based on its priority claim with a first lien on all fixed assets and a second lien on the more liquid working capital ABL credit facility collateral. CVR CHC, L.P. and other indirect, wholly-owned subsidiaries of CVI are the borrowers and/or guarantors under the secured ABL revolving credit facility and secured term loan. The notes are guaranteed on an unsecured basis by the wholly owned subsidiaries of CVI with the exception of CVR Partners and CVR Partners' subsidiaries, and certain immaterial wholly owned subsidiaries of CVI. CVR Partners' notes are non-recourse to CVI. The negative outlook reflects rising leverage, negative free cash flow and uncertainties regarding RINs obligations and the timing and magnitude of recovery in profit margins. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include positive free cash flow and improving liquidity leading to debt reduction and sustaining debt/EBITDA for the refining business below 4x. Factors that could lead to a downgrade include EBITDA/interest expense for the refining business falling below 1.5x, debt-funded distributions or acquisitions, or weakening liquidity. CVR Energy, Inc. (CVI), headquartered in Sugar Land, Texas, is a publicly traded holding company focused on refining and renewable biofuels production, and it owns the general partner and 37% of the common units of CVR Partners, a producer of nitrogen fertilizers. As of September 30, 2024, Icahn Enterprises L.P. (Ba3 negative) and its affiliates owned about 66% of CVI's outstanding common stock. The principal methodology used in these ratings was Refining and Marketing published in August 2021. DATO A/C: Gets Interim OK to Use Cash Collateral Until Jan. 31 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York issued an interim order allowing Dato A/C Inc. to use cash collateral to pay its operating expenses. The interim order signed by Judge Elizabeth Stong approved the use of cash collateral from the petition date through Jan. 31, 2025, in accordance with the company's projected budget. Dato A/C was ordered to pay $200 per month to the U.S. Small Business Administration as adequate protection for the use of the agency's cash collateral. These payments will be credited to the SBA's pre-bankruptcy secured debt. In addition, the SBA was granted liens on Dato A/C's assets to protect its interest against any diminution in value of its collateral. About Dato A/C Inc. Dato A/C Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41547) on May 3, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Elizabeth S. Stong presides over the case. The Debtor tapped Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. as bankruptcy counsel and Wisdom Professional Services, Inc. as accountant. DAVIS AUTO: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: Davis Auto Group, LLC 3900 Frederica Street Owensboro KY 42301-0000 Involuntary Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 24-40815 Petitioners' Counsel: Andrew D. Stosberg, Esq. GRAY ICE HIGDON, PLLC 3939 Shelbyville Rd., Suite 201 Louisville KY 40207 Tel: 502-625-2734 Email: astosberg@grayice.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GV5RDIY/Davis_Auto_Group_LLC__kywbke-24-40815__0001.0.pdf?mcid=tGE4TAMA Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount True BDC, Inc. Contract Center $15,000 4981 Saint Creek Dr. Palm City FL 34990-0000 Relic Investment Properties, LLC Advertising $36,317 29322 AL Hwy 251 Ardmore AL 35739-0000 Green Beehn Lawncare, LLC Lawncare Services $1,812 1421 Marycrest Dr. W Ownsboro KY 42301-0000 DAWNSTAR CORPORATION: Case Summary & 10 Unsecured Creditors ----------------------------------------------------------- Debtor: Dawnstar Corporation 1224 1st Street S, Suite 102 Nampa, ID 83651 Business Description: The Debtor is engaged in the automotive equipment rental and leasing business. Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court District of Idaho Case No.: 24-00825 Judge: Hon. Benjamin P. Hursh Debtor's Counsel: Matthew Christensen, Esq. JOHNSON MAY 199 N. Capitol Blvd. Suite 200 Boise, ID 83702 Tel: (208) 384-8588 E-mail: mtc@johnsonmaylaw.com Total Assets: $1,264,438 Total Liabilities: $1,203,273 The petition was signed by Theodore Walker Wills as president. A copy of the Debtor's list of 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YQHDA3Q/Dawnstar_Corporation__idbke-24-00825__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Z7JUC7A/Dawnstar_Corporation__idbke-24-00825__0001.0.pdf?mcid=tGE4TAMA DHW WELL: Hires Langley & Banack Inc. as Attorney ------------------------------------------------- DHW Well Service, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Langley & Banack, Inc. as attorney. The firm will represent the Debtor and its estate in this Chapter 11 bankruptcy case. William Davis, Jr., Esq., an attorney at Langley & Banack, will be paid at his hourly rate of $400. The firm estimated that a retainer in the amount of $20,000 will be needed for this case. Mr. Davis 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: William R. Davis Jr., Esq. Langley & Banack, Inc. 745 E. Mulberry, Suite 700 San Antonio, TX 78212 Tel: (210) 736-6600 Fax: (210) 735-6889 Email: wrdavis@langleybanack.com About DHW Well Service, Inc. DHW Well Service, Inc., a company in Carrizo Springs, Texas, operates a vacuum trucking business in the South Texas oil field. DHW Well Service sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-51484) on August 5, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Keith Martin, president, signed the petition. Judge Craig A. Gargotta presides over the case. William R. Davis, Jr., Esq., at Langley & Banack, Inc., represents the Debtor as legal counsel. The U.S. Trustee for Region 7 appointed Michael Colvard as Subchapter V trustee. DMFYD LIC: Seeks to Hire Kantrow Law Group as Bankruptcy Counsel ---------------------------------------------------------------- DMFYD LIC LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire The Kantrow Law Group, PLLC as their counsel. The firm's services include: (a) analysis of the financial situation, and rendering advice and assistance to the Debtor; (b) representation of the Debtor; (c) preparation of motions, documents, applications, disclosure statement(s) and plan in connection with the case; and (d) provision of legal advice to the Debtor in connection with all matters pending before the Court. The firm will be paid at these rates: Associates $345 per hour Partners $635 per hour Paralegal $100 per hour The firm received a retainer in the amount of $25,000. Fred S. Kantrow, Esq., a partner at The Kantrow Law Group, 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: Fred S. Kantrow, Esq. The Kantrow Law Group, PLLC 732 Smithtown Bypass, Suite 101 Smithtown, NY 11787 Tel: (516) 703-3672 Email: fkantrow@thekantrowlawgroup.com About DMFYD LIC LLC DMFYD LIC LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). DMFYD LIC LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y Case No. 24-44740) on November 14, 2024, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Scott Barone as member. Judge Jil Mazer-Marino presides over the case. Fred S. Kantrow, Esq. at The Kantrow Law Group, PLLC represents the Debtor as counsel. DOMAN BUILDING: $50MM Add-on Notes No Impact on Moody's 'Ba3' CFR ----------------------------------------------------------------- Moody's Ratings said that Doman Building Materials Group Ltd.'s ratings, including its B1 senior unsecured notes ratings, Ba3 corporate family rating, Ba3-PD probability of default rating and SGL-3 speculative grade liquidity rating (SGL), are unchanged following the announcement of the company's proposed $50 million add-on to its 2029 senior unsecured notes. The outlook is unchanged at stable. The proceeds of the proposed $50 million add-on to the senior unsecured notes will be used to reduce the outstanding revolving credit facility. The company is also in the process of negotiating an amendment to its revolving credit facility to increase its maximum credit available. The reduction of outstanding revolver drawings and potential revolver upsizing will improve the company's liquidity. Doman's rating (Ba3 stable) benefits from: (1) strong positions in the Canadian building materials distribution and North American pressure treated lumber markets; (2) good geographical diversification with some vertical integration; (3) good repair, renovation and remodeling market fundamentals with decent long-term growth prospect; (4) Moody's expectation that financial leverage will remain below 4.5x in the next 12-18 months. The rating is constrained by (1) concentration in the North American renovation, repair and remodel end market (primarily decking and fencing); (2) exposure to sudden and sharp drops in wood products prices that negatively impact its building materials distribution business segment; (3) expected weaker demand as the rate of new housing starts decline in both the US and Canada; (4) potential integration and financial challenges as the company pursues growth through acquisition; and (5) low operating margins mainly driven by its building materials distribution segment. Doman has adequate liquidity (SGL-3) with about CAD150 million of liquidity sources and no uses through 2025. Sources of liquidity consist of about CAD30 million of cash (as of September 2024), Moody's expectation of about CAD50 million positive free cash flow and about CAD150 million of availability (pro forma for the Tucker acquisition and add-on notes) under its CAD500 million revolving credit facility expiring in April 2028. However, Moody's expect revolver availability to reduce significantly in the first half of 2025 due to working capital needs which will tighten liquidity. Doman's covenants for the revolver require the company to maintain a minimum EBITDA, which Moody's expect the company to comfortably maintain. Most of the company's assets are encumbered. The B1 rating on the company's senior unsecured notes is one notch below the Ba3 CFR, reflecting the noteholders' subordinate position in the company's capital structure behind the secured CAD500 million asset based revolving credit facility expiring in 2028 (unrated). The stable outlook reflects Moody's expectation that Doman will maintain strong operating performance and adequate liquidity in the next 12 to 18 months. Moody's also expect the company's financial leverage will remain below 4.5x in 2025. The rating could be upgraded if the company's market position grows, adjusted debt to EBITDA is sustained below 3x, retained cash flow to debt is sustained above 15%, and it improves and maintains good liquidity. The rating could be downgraded if the company's operational performance deteriorates significantly, leverage is sustained above 4.5x, RCF/adjusted debt is sustained below 5%, or liquidity weakens. Headquartered in Vancouver, Doman Building Materials Group Ltd. is a distributor of building materials and home renovation products and a leading producer of pressure treated wood products in North America. DRW HOLDINGS: $200MM Term Loan Upsize No Impact on Moody's Ba2 CFR ------------------------------------------------------------------ Moody's Ratings said that DRW Holdings, LLC's proposed term loan upsize of $200 million does not affect the Ba3 rating of the senior secured first lien bank credit facility or DRW's Ba3 long-term issuer rating. The upsize also does not affect DRW's Ba2 Corporate Family Rating or the firm's stable outlook. Moody's expect DRW to utilize the net proceeds from the upsize to increase its trading capital and for general corporate purposes. RATINGS RATIONALE DRW 's Ba2 CFR reflects the firm's solid financial performance in 2024 to date and its position and track record as a technology-driven trading organization that commands strong market shares in numerous futures and options contracts. DRW is diversified by trading strategy, asset class and venue, which provides some cushion against shifting trading environments. In addition, DRW's stable and experienced management team has demonstrated an ability to nimbly respond to changing market conditions, which has benefitted trading revenues. DRW's stable outlook reflects the declining risk to DRW creditors, relative to earnings and capital, presented by DRW's portfolio of commercial real estate (CRE) investments. DRW intends to reduce the size of this portfolio over the next two to three years to free up capital that can be reinvested in core trading businesses as opportunities arise. The Ba2 CFR also reflects DRW's limited diversification into less capital-intensive businesses and the high level of operational risk of its trading activities. The inherent operational risk of its high-volume high-frequency trading could result in rapid and severe losses and a contraction in available liquidity and funding in the event of a severe risk management failure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS DRW's ratings could be upgraded if the firm completes the reduction of its CRE investment portfolio and if it diversifies its revenue through the development of lower risk business activities as well as expanding its key prime brokerage and counterparty relationships resulting in a more durable liquidity profile. DRW's ratings could be downgraded should it increase its risk appetite or suffer from a risk management or operational failure; incur substantial losses on its CRE or venture portfolio relative to its through-the-cycle trading earnings; suffer reduced profitability from changes in the market or regulatory environment; increase its capital distributions in a manner that is not commensurate with its historic trends; increases its investments in less liquid assets; or change its funding mix to a significantly heavier weighting towards long-term debt and away from equity. DURHAM HOMES: Hires Pay DIFS LLC as Discovery Consultant -------------------------------------------------------- Durham Homes USA, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Pay DIFS, LLC d/b/a Digital Intelligence as discovery consultant. The firm will serve as discovery consultant to the Debtor for the primary purpose of assisting the Debtor in compiling, organizing, labeling, and storing documents and data and in responding to the multiple discovery requests made by Alternative Global Six, LLC. The firm will be paid at the rates of $150 and $300 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew Stippich, President at DIFS, LLC d/b/a Digital Intelligence, 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: Matthew Stippich DIFS, LLC d/b/a Digital Intelligence 1841 N Prospect Avenue Milwaukee, WI 53202 Tel: (414) 404-8800 About Durham Homes USA, LLC Durham Homes USA, LLC operates in the residential building construction industry. Durham Homes USA filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-16133) on June 20, 2024. In the petition signed by Johnny Martin Childress, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Aaron A. Wernick, Esq., at Wernick Law, PLLC serves as the Debtor's legal counsel. EDKEY INC: S&P Lowers 2016 Revenue Bonds Rating to 'D' ------------------------------------------------------ S&P Global Ratings lowered its rating on the Pima County Industrial Development Authority, Ariz.'s series 2016 education facility revenue bonds issued on behalf of multiple separate limited liability companies, of which the sole member of each is Edkey Inc. (charter school operator), to 'D' from 'B+'. "The lowered rating reflects the recent action by majority bondholders, after an informal agreement with Edkey management, to direct the bond trustee to refrain from making its scheduled Dec. 1, 2024 interest payment on the series 2015 bonds, and all outstanding parity debt. Under our criteria, we consider the nonpayment of principal and/or interest in a timely and full manner equivalent to default," said S&P Global Ratings credit analyst Jesse Brady. Security for the bonds is provided by notes issued under a master trust indenture (MTI) between Edkey (the sole member of the obligated group) and the master trustee, whereby Edkey grants a security interest in its gross receipts, which S&P views as equivalent to a general obligation pledge. In addition to the rated 2016 bonds, Edkey has outstanding series 2018, 2019, and 2020 education facility bonds secured on a parity basis by the MTI. In March 2023, Edkey amended its MTI to include the recently acquired Caurus Academy as an obligated group member, granting a lien on Edkey's gross receipts to secure the series 2018 bonds and effectively making them parity to Edkey's legacy debt. EDWARDS PETROLEUM: Seeks Court Nod to Use Cash Collateral --------------------------------------------------------- Edwards Petroleum Transport, LLC asked the U.S. Bankruptcy Court for the District of Nevada for authority to use cash collateral. The company requires the use of cash collateral to cover payroll, utilities, supplies, maintenance, rent and other expenses set forth in its projected budget. The budget shows total monthly expenses of $110,283.34. Edwards said its cash needs are immediate and must be satisfied or the company will be forced to terminate business operations. The court will hold a hearing on Jan. 7 next year. About Edwards Petroleum Transport Edwards Petroleum Transport, LLC operates in the general freight trucking industry. Edwards Petroleum Transport sought relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-15170) on Oct. 3, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Robert Egbert Edwards, managing member, signed the petition. Judge Natalie M. Cox oversees the case. The Debtor is represented by Seth D. Ballstaedt, Esq., at Fair Fee Legal Services. EEGEE'S LLC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Eegee's, LLC 3535 E. Baseline Road Gilbert AZ 85234 Business Description: The Debtor owns and operates a fast food restaurant. Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court District of Arizona Case No.: 24-10470 Judge: Hon. Brenda K Martin Debtor's Counsel: Patrick Keery, Esq. KEERY MCCUE, PLLC 6803 E. Main Street Suite 1116 Scottsdale AZ 85251 Tel: (480) 478-0709 E-mail: pfk@keerymccue.com Debtor's Financial Advisor: GETZLER HENRICH & ASSOCIATES, LLC Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Christopher Westcott as CEO. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZW3243A/EEGEES_LLC__azbke-24-10470__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Sysco Food Services of Arizona Suppliers or $1,000,535 611 South 80th Ave Vendors Tolleson, AZ, 8535 Stephanie Darimont Phone: 928-580-5959 Email: stephanie.darimont@sysco.com 2. Merit Suppliers or $725,972 1471 W. Commerce Ct. Vendors Tucson, AZ, 85746 Megan Phone: 520-631-5909 Email: megan@meritfoods.net 3. Ramp Flex Suppliers or $410,618 28 West 23rd Street Vendors Floor 2 New York, NY, 10010 Phone: 855-206-7283 Email: dvawter@ramp.com 4. 39 North Capital, LLC Suppliers or $166,666 1030 Oak Street Vendors Winnetka, IL, 60093 5. Punchh, Inc. Suppliers or $103,186 8383 Seneca Turnpike Vendors New Hartford, NY, 13413 Phone: 800-488-6505 Email: admin@punchh.com 6. Captain's Suppliers or $76,932 922 N. 17th Ave. Vendors Phoenix, AZ, 85007 Tel: 602-275-2396 7. Ramp Purchase Card Suppliers or $43,811 28 West 23rd Street, Floor 2 Vendors New York, NY, 10010 8. CBIZ Suppliers or $31,993 4722 N. 24th Street Vendors Suite 300 Phoenix, AZ, 85016 Tel: 602-264-6835 9. Ingredion Incorporated Suppliers or $30,188 (TIC Gums, Inc.) Vendors 5 Westbrook Corporate Center Westchester, IL, 60154 Phone: 410-273-7300 Email: SISCS@ingredion.com 10. Moss Adams, LLP Suppliers or $23,883 P.O. Box 101822 Vendors Pasadena, CA, 91189-1822 Tel: 480-444-3424 11. The Always Food Safe Company Suppliers or $23,036 899 Montreal Circle Vendors Saint Paul, MN, 55102 Phone: 184-431-22011 Email: acct@alwaysfoodsafe.com 12. DataDelivers Suppliers or $18,000 100 W. Hillcrest Blvd. Vendors Suite 406 Schaumburg, IL, 60195 Tel: 630-635-2400 13. Ecolab Inc. Suppliers or $17,165 P.O. Box 100512 Vendors Pasadena, CA, 91189 Phone: 800-352-5326 Email: finance-EDIReports@ecolab.com 14. PepsiCo Beverage Suppliers or $15,814 Sales, LLC Vendors P.O. Box 841828 Dallas, TX, 75284-1828 Phone: 520-434-3148 Email: bharathi.soundararajan.contractor @pepsico.com 15. Paycor Suppliers or $12,690 P.O. Box 639860 Vendors Dallas, TX, 75263 Email: blopez@paycor.com 16. TEK System Suppliers or $10,544 7437 Race Road Vendors Hanover, MD, 21076 Email: nwoodwar@teksystems.com 17. Tucson Electric Power Co. Utility Services $10,277 P.O. Box 80073 Prescott, AZ, 86304-8073 Tel: 602-623-7711 18. Prudential Overall Supply Suppliers or $8,753 P.O. Box 11210 Vendors Santa Ana, CA, 92711-1210 Phone: 520-294-3421 Email: POSARMgr@pos-clean.com 19. Prisma Graphic Corporation Suppliers or $8,341 P.O. Box 933047 Vendors Atlanta, GA, 31193 Phone: 602-243-5777 Email: ar@prismagraphic.com 20. ARC CAFEHLD001, LLC $8,067 P.O. Box 29650 Phoenix, AZ, 85038-965 EL DORADO GAS: Court OK's Undisputed Equipment Sale in Auction -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi has granted Dawn Ragan, the duly appointed trustee for the bankruptcy estates of debtors Hugoton Operating Company Inc. and El Dorado Gas & Oil Inc., independent manager of Bluestone Natural Resources II, and independent director of World Aircraft Inc., to sell Undisputed Equipment in an Auction, free and clear of liens, claims, rights, encumbrances, and other interests. The Court indicated that the Trustee has articulated good and sufficient cause to grant the relief it requested for the auction of the Debtors’ certain equipment. In light of the Limited Objection, the Trustee has agreed to remove certain equipment known as the Disputed Equipment for which ownership is in dispute from the upcoming auction. The Trustee is authorized, but not directed, to sell the remaining property, the "Undisputed Equipment", in accordance with the auction sale procedures outlined in the Motion. The Court has approved the sale terms of the auction and shall govern the sale of the Undisputed Equipment via the sale process and auction described in the Motion. At the Trustee's discretion, in consultation with Tiger Capital and the DIP Lenders, the Undisputed Equipment will be offered for sale individually or in lots. The Trustee will also determine the highest or best bids for the Undisputed Equipment. After the auction, the Trustee may seek the entry of orders confirming the results of the auction, but the Trustee shall not be required to seek the entry of any such Orders. The Trustee reserves the right to withdraw any or all of the Undisputed Equipment from the auction for any reason and/or sell it via direct sale as the Trustee deems appropriate in the exercise of her business judgment. After the auction, title to the Undisputed Equipment will be transferred to the successful bidder(s) pursuant to an invoice, bill of sale or other appropriate documentation. Tiger Capital shall collect any applicable sales tax from buyers, and prepare all reporting forms, certificates, reports and other documentation required in connection with the payment of all applicable sales taxes to the appropriate taxing authorities, and Tiger Capital shall process all of the foregoing. The Court ordered that the Undisputed Equipment will be sold "as is", "where is", without any representations of any kind or nature whatsoever, including as to merchantability or fitness for a particular purpose, and without warranty or agreement as to the condition of such personal property. About El Dorado Gas & Oil Inc. and Hugoton Operating Company Hugoton and El Dorado are both Arkansas corporations engaged in the exploration, production, and development of crude oil and natural gas properties. El Dorado is a lease holder and operator of oil and gas wells covering about 4,000 net acres in South Texas. El Dorado also owns a substantial amount of oil field equipment and owns real estate in multiple locations and states. Hugoton also owns oil and gas interests and operates wells in South Texas. Hugoton Operating Company, Inc. filed a voluntary Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51139) on Aug. 14, 2023. El Dorado Gas & Oil, Inc., a company in Gulfport, Miss., filed Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51715) on Dec. 22, 2023, with $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Thomas L. Swarek, president, signed the petition. Judge Jamie A. Wilson oversees the cases. Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC, is counsel to Debtor Bluestone Natural Resources II-South Texas, LLC and World Aircraft, Inc. R. Michael Bolen, Esq., at Hood & Bolen, PLLC; and Nancy Ribaudo, Esq., Katherine Hopkins, Esq., and Joseph Austin, Esq., at Kelly Hart & Hallman LLP, serve as counsel to Dawn Ragan, Chapter 11 Trustee for El Dorado Gas & Oil, Inc. and Hugoton Operating Company, Inc. ELECTRICAL CONNECTIONS: Seeks Chapter 11 Bankruptcy in Wyoming -------------------------------------------------------------- On November 25, 2024, Electrical Connections Inc. filed Chapter 11 protection in the District of Wyoming. According to court filing, the Debtor reports $2,737,254 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on January 2, 2025 at 11:00 AM, TELEPHONIC MEETING. About Electrical Connections Inc. Electrical Connections Inc. -- https://www.electricalconnectionsinc.com/ -- is a Maryland-based business and is locally owned and operated that provides commercial, industrial and residential electrical services to our Maryland and Northern Virginia customers. Electrical Connections Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20470) on November 25, 2024. In the petition filed by Darren Casey, as authorized representative, the Debtor reports total assets of $523,754 and total liabilities of $2,737,254. Honorable Bankruptcy Judge Cathleen D. Parker handles the case. The Debtor is represented by: Clark D. Stith, Esq. CLARK D. STITH 505 Broadway Street Rock Springs, WY 82901 Tel: 307-382-5565 Fax: 307-382-5552 Email: clarkstith@wyolawyers.com ENVIVA INC: Emerges From Chapter 11 Bankruptcy Protection --------------------------------------------------------- Enviva, LLC, a leading producer of industrial wood pellets, announced its successful emergence from Chapter 11 bankruptcy protection, marking a significant milestone in the Company's strategic transformation. Enviva is well-positioned for long-term growth and consistent operating performance, allowing the Company to serve its customers as a market leader and critical partner in meeting their demand for renewable fuel. Enviva's Plan of Reorganization was confirmed by the U.S. Bankruptcy Court for the Eastern District of Virginia, with overwhelming support from the Company's key stakeholders and business partners. As part of its financial restructuring, Enviva has equitized more than $1 billion of indebtedness and American Industrial Partners Capital Fund VIII has become the largest shareholder of the Company. To support ongoing operations and future growth initiatives, Enviva is capitalized at emergence with an attractive exit loan facility, as well as access to further capital through a delayed draw term loan. As part of the Plan, stakeholders provided $250 million of new money financing through an Equity Rights Offering to help fund the recapitalization of the Company. As a result of this, the Company's liquidity and financial profile is very strong and the Company has no near-term debt maturities. The secured funding also fully finances completion of the Company's 11(th) production plant, under construction in Epes, Alabama, which is anticipated to produce its first pellets in May 2025. Once fully ramped, the Company expects the new plant to produce 1 million metric tons of wood pellets per year, providing a significant opportunity to sell into new and existing markets. Also on emergence, Glenn Nunziata, who most recently served as Interim Chief Executive Officer and Chief Financial Officer, has been appointed Chief Executive Officer, and James Geraghty, who formerly served as Executive Vice President of Finance, has been named Chief Financial Officer. "Emergence is a critical milestone and exciting step forward in positioning Enviva for a successful future," said Glenn Nunziata, Enviva's Chief Executive Officer. "On behalf of Enviva, I want to express our gratitude to all our stakeholders, especially our customers and associates, for their continued business and support. With a substantially reduced debt burden and dramatically improved liquidity profile, we are well-positioned to serve our customers reliably as a leading producer of industrial wood pellets and to rebuild trust and confidence in the communities in which we operate and markets in which we sell our product." In connection with emergence, Enviva will operate as a private company with a new Board of Managers comprising representatives from key shareholders, including AIP, Keyframe Capital Partners, L.P., and Ares Management funds, who bring valuable financial, operational, and end-market experience to support Enviva's operations and future growth. Jan Trnka-Amrhein, member of Enviva's Board and Partner at AIP, added, "Enviva's best-in-class portfolio of production assets and robust logistics capabilities allows for the Company to be the go-to partner for woody biomass renewable energy solutions. We see an immense opportunity for growth and expansion in the markets in which Enviva operates, and we're confident that Enviva is well equipped to reliably meet its customers' growing demand for biomass products." Enviva extends its gratitude to its employees, customers, suppliers, and other partners for their support throughout the restructuring process. About Enviva Inc. Headquartered in Bethesda, Md., Enviva Inc. -- https://www.envivabiomass.com -- is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing itinto a transportable form, wood pellets. Enviva exports its wood pellets to global markets through its deep-water marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. Enviva Inc. and certain affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024. In the petition signed by Glenn T. Nunziata, interim chief executive officer and chief financial officer, Enviva Inc. disclosed $2,893,581,000 in assets and $2,631,263,000 in liabilities. Judge Brian F. Kenney oversees the cases. The Debtors tapped Vinson & Elkins, LLP as general bankruptcy counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC as investment banker; Alvarez & Marsal Holdings, LLC as financial advisor; and Kurtzman Carson Consultants, LLC as notice and claims agent. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as lead bankruptcy counsel; Hirschler Fleischer, PC as local counsel; Ducera Partners, LLC as investment banker; and AlixParners, LLP as financial advisor. EP GLOBAL: Moody's Lowers CFR to B3 & Alters Outlook to Stable -------------------------------------------------------------- Moody's Ratings downgraded EP Global Production Solutions, LLC's ("Entertainment Partners") corporate family rating to B3 from B2 and probability of default rating to B3-PD from B2-PD. Moody's also downgraded its subsidiary EP Purchaser, LLC's senior secured first lien term loan and revolving credit facility ratings to B2 from B1. The outlook for both issuers has been changed to stable from negative. The downgrade of the CFR follows the issuance of a $130 million incremental first lien term loan to fund M&A that increases leverage to above 8.0x as of September 30, 2024. Financial policy, a key ESG governance consideration and a driver of the rating action, is more aggressive than Moody's anticipated, as evidenced by debt-financed acquisitions that the company is undertaking while leverage remains very high and revenue growth prospects for the next 12-18 months have diminished. Moody's expect leverage to decline, driven by improving gross wage volumes over the next 12-18 months from current levels and cost management, but debt/EBITDA will be above 7.0x. Moody's expect that the company may issue additional debt as it pursues strategic acqusitions, particularly to expand its international revenue. RATINGS RATIONALE The B3 CFR reflects the narrow scope of the company's services, which is concentrated solely in the content production industry within the entertainment sector. There is some customer concentration and revenue is highly concentrated within a few large media and entertainment companies with approximately 50% of billings coming from six customers. However, given the numerous production companies within each large studio that ultimately engages the services of the company, there is some diversification from that structure. Earnings in its largest segment, Payroll Services, are dependent on the number of people that are employed by the company's clients as well as the overall volume of gross wages. The large proportion of employees whose payroll the company processes that belong to a union or guild exposes the company to work stoppages and is a human capital risk. This risk of stalled work related to contract renegotiations will be a potential issue given the nature of the media industry. Thus Moody's consider the social risk for the company to be very high. The rating is supported by Entertainment Partners' position in the market, including a strong track record and tenured relationships with the largest content producers in the entertainment sector. The company provides services to the largest studios and over-the-top producers of on-demand content. Entertainment Partners is one of the two largest payroll and ancillary service providers in the industry. The company's strong position in the sector is supported by the complexity of labor arrangements that characterizes the media production industry, reporting and compliance requirements across jurisdictions, and the management of scheduling and accounting needs of different studios. Entertainment Partners' proprietary software platforms are integrated at the studio level and are thus entrenched into the processes of the projects, which makes switching onerous for customers. Entertainment Partners' first-lien pro forma bank credit facilities (consisting of a $110 million revolver expiring in 2026 and a $1,130 million term loan due 2028) are rated B2, one notch higher than the B3 CFR, reflecting a two class debt structure with the first-lien facilities receiving first-loss support from an unrated $200 million senior secured second lien term loan due 2029. The rated debts are secured by first priority (subject to certain exceptions) liens and security interests in substantially all assets of the borrower and guarantors. The guarantors include all current and future direct and indirect domestic restricted subsidiaries of the borrower and the immediate parent of the borrower. Moody's view Entertainment Partners' liquidity to be adequate. Liquidity is supported by Moody's expectation that the company will generate free cash flow. Entertainment Partners has been able to generate cash in a normalized environment and Moody's expect that the company will generate free cash flow-to-debt in the low single-digit area. Liquidity is also supported by a $110 million revolving credit facility that was undrawn as of the end of September 2024 and Moody's expect to remain undrawn. The company had around $378 million of cash on the balance sheet as of September 30, 2024, but Moody's consider most of the balance as constituting payroll float cash and working capital cash rather than cash for corporate purposes. There is one financial maintenance covenant, applicable to the revolver only, that springs when revolver borrowings exceed 35% of commitments where the company will have to maintain first-lien net leverage of 7.85x or below. The stable outlook reflects Moody's expectation over the next 12-18 months for revenue growth in the low to mid single-digit range, diminishing debt/EBITDA towards 7.0x, and free cash flow to debt of around 3%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if (i) the company exhibits sustained revenue growth that leads to increased scale and maintains strong profitability, (ii) the company maintains conservative financial policies such that Moody's-adjusted debt-to-EBITDA is sustained around 5.5x or lower, and (iii) EBITA to interest expense is sustained above 1.75x. A ratings downgrade could result if: (i) revenue or EBITDA contracts materially from current level due to loss of customers or market share, (ii) free cash flow is expected to remain negative, (iii) debt-to-EBITDA is sustained above 8.0x, (iv) EBITA to interest expense declines below 1.0x or (v) liquidity declines significantly. Undertaking a more aggressive financial policy, through debt-funded acquisitions or other steps, could also pressure the ratings. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Burbank, California and controlled by affiliates of financial sponsor TPG Capital Partners since 2019, Entertainment Partners provides production and workforce management solutions to producers of content in the entertainment industry. Entertainment Partners generated revenue of around $365 million for the last twelve months ended September 30, 2024. FAMILY OF CARE: Seeks to Hire Ordinary Course Professionals ----------------------------------------------------------- Family of Care Real Estate Holding Co. and Charles County Nursing and Rehabilitation Center, Inc. seek approval from the U.S. Bankruptcy Court for the District of Maryland to retain professionals utilized in the ordinary course of business. These OCPs have provided legal, technical, accounting, consulting, and/or other related services to the Debtors, upon which they rely on to manage their day-to-day operations. The Debtors seek to pay OCPs 100 percent of the fees and expenses incurred. The Debtors do not believe that any of the OCPs have an interest materially adverse to them, their estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCPs' include: Schiavi, Wallace & Rowe PC 606 Providence Road Towson, Maryland 21286 -- Data entry and compilation of related data for reporting and compliance with Medicare and Medicaid reimbursement requirements About Family of Care Real Estate Holding Co. Family of Care Real Estate Holding Co. is a community-focused nonprofit company that offers care and advice to seniors and their families. Family of Care Real Estate Holding Co. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-18782) on October 18, 2024. In the petition filed by Terry Weaver, as chief financial officer, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Debtor is represented by Catherine Keller Hopkin, Esq. at YVS LAW, LLC. FCA CONSTRUCTION: Gets Interim OK to Use Cash Collateral -------------------------------------------------------- FCA Construction, LLC received interim approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to use the cash collateral of the U.S. Small Business Administration. The interim order penned by Judge Meredith Grabill authorized the company to use SBA's cash collateral to fund its operations in accordance with its 13-week budget, with a 20% variance. To protect SBA's interests, the interim order granted the agency replacement security interests in FCA's post-petition property. Payments for legal fees and operational costs are exempted from SBA's claim on the cash collateral. About FCA Construction FCA Construction LLC is a general contractor specializing in residential construction and roofing, commercial construction and roofing, disaster recovery, disaster roof replacement, and electrical and mechanical services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. La. Case No. 24-10702) on April 11, 2024, with $3,417,686 in assets as of March 31, 2024, and $7,768,774 in liabilities as of March 31, 2024. Greta Brouphy, Esq., at Heller Draper & Horn, LLC serves as Subchapter V trustee. Judge Meredith S. Grabill presides over the case. Tristan Manthey, Esq. at Fishman Haygood, L.L.P. represents the Debtor as legal counsel. FINTHRIVE SOFTWARE: S&P Upgrades ICR to 'CCC+', Outlook Stable -------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on FinThrive Software Intermediate Holdings Inc. to 'CCC+' from 'SD' (selective default). S&P said, "At the same time, we assigned our 'B' issue-level rating and '1' (95%) recovery rating on the company's new first-out, super-priority term loan; our 'CCC' rating and '5' (10%) recovery rating to its new second-out, super-priority term loan; and our 'CCC-' rating and '6' (0%) recovery rating to its new third- and fourth-out, super-priority term loans. We also raised our rating on the company's existing second-lien term loan to 'CCC-' from 'D' with a '6' (0%) recovery rating. "The stable outlook on FinThrive reflects our expectation for material high-single-digit percent top-line growth while expanding EBITDA margins close to 200 basis points. It also reflects our expectation that cash flow deficits will decline for fiscal 2025 and that liquidity will be sufficient to cover its operational needs over the next 12 months. "The 'CCC+' issuer credit rating reflects very high leverage and our expectation that free cash flow will not turn positive over the next 12 months. As a result of the recent distressed exchange, we expect run-rate cash interest to decrease about $14 million and annual amortization to decrease $6 million. Nevertheless, FinThrive's interest burden is still very high. Although we expect EBITDA growth and working capital to be a source of cash flow next year, we still expect break-even to slightly negative cash flow for fiscal 2025. We also anticipate that the company will continue to invest in developing additional capabilities to leverage AI that would address an industrywide increase in denials. "With its renewed liquidity, FinThrive has time to execute on its growth strategy. We expect revenue to increase about 5% in 2024 and 8% in 2025 as it reaps the benefits of strong 2024 bookings (expected at 30% stronger than 2023), increased speed to onboarding, and a more seasoned sales force. With 90% of new bookings stemming from cross-sell and upsell opportunities, and more than 70% of customers having one of the five major product lines, we expect FinThrive to continue increasing revenue from its customer base as well as from new logos. We expect EBITDA margin expansion as the implementation cost of the Microsoft Azure contract to move products to the cloud subsides. "Although FinThrive has struggled more than its peers the past couple of years, we continue to believe it is well positioned in the market. High turnover in its sales force, higher than usual customer churn, and struggles to quickly turn bookings into revenue have constrained the company. It has since made changes to the sales team, increased speed to onboarding, and has had greater success selling products purchased in the Pelitas acquisition. FinThrive has had success in its Access Coordinator product, which focuses on front-end capabilities such as digital scheduling, prior authorization, insurance discovery, and patient payments, services increasingly in demand due to the recent industrywide increase in denials. We believe FinThrive benefits from significant recurring revenues and strong retention rates, with contracts structured for 3-5 years with auto-renewals. "While we view FinThrive's technology-focused business model as competitive, given that it is not very exposed to the labor-intensive revenue cycle management (RCM) services and the associated EBITDA volatility, the company faces competition from peers with similar offerings and more capital to invest in additional capabilities. Nevertheless, we expect FinThrive to continue investing in additional capabilities, especially as RCM companies invest more in AI in the front end to tackle denial management. "The stable outlook on FinThrive reflects our expectation for the company to materially increase its top line by high-single-digit percents while expanding EBITDA margins close to 200 basis points. It also reflects our expectation that cash flow deficits will decline for fiscal 2025 and sufficient liquidity to cover its operational needs over the next 12 months." S&P could lower the rating if: -- FinThrive's liquidity position erodes materially; or -- S&P expects a debt restructuring within the next 12 months. This could result if the company cannot to sustainably increase revenue and expand EBITDA margins due to end-market challenges, fiercer than expected competition, or poor execution such that free operating cash flow (FOCF) remains negative. An upgrade is contingent on FinThrive exhibiting operating momentum that S&P thinks would translate into higher revenue and EBITDA and sustained positive cash flow. S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of FinThrive. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." FLATIRON NEW: Hires Gatton & Associates P.C. as Attorney -------------------------------------------------------- Flatiron New Mexico LLC seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to employ Gatton & Associates, P.C. as attorney. The firm will provide these services: a. represent and to render legal advice to Debtor regarding all aspects of this bankruptcy case including adversary proceedings and including, without limitation, the continued operation of Debtor's business, meetings of creditors, cash collateral matters (if any, Debtor believes no creditors possess cash collateral claims), claims objections, plan confirmation, and all hearings before this Court; b. prepare on behalf of Debtor necessary petition, complaints, answers, motions, applications, orders, reports and other legal papers, including Debtor's subchapter V plan of reorganization; and c. assist Debtor in taking actions required to effect reorganization under subchapter V of chapter 11 of the Bankruptcy Code. The firm will be paid at these rates: Chris Gatton $300 per hour Benjamin Jacobs $250 per hour Lorraine Chavez $140 per hour Rachael Landau $140 per hour Alexandria Garcia $140 per hour The firm was paid an initial retainer in the amount of $12,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Chris M. Gatton, Esq., a partner at Gatton & 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: Chris M. Gatton, Esq. Gatton & Associates, P.C. 10400 Academy NE, Suite 350 Albuquerque, NM 87111 Tel: (505) 271-1053 Fax: (505) 271-4848 Email: chris@gattonlaw.com About Flatiron New Mexico LLC Flatiron New Mexico LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.M. Case No. 24-11279) on Nov. 27, 2024. The Debtor hires Gatton & Associates, P.C. as counsel. FOOTBALL NATION: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Football Nation Holdings, LLC d/b/a Command Media, LLC 716 Beacon Street No. 590048 Newton Center, MA 02459 Chapter 11 Petition Date: December 5, 2024 Court: United States Bankruptcy Court District of Massachusetts Case No.: 24-12453 Judge: Hon. Janet E Bostwick Debtor's Counsel: D. Ethan Jeffery, Esq. MURPHY & KING, PROFESSIONAL CORPORATION 28 State Street, Suite 3101 Boston, MA 02109 Tel: (617) 423-0400 Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Laura Peck as chief operating officer. The Debtor did not attach to 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/HWQQDTQ/Football_Nation_Holdings_LLC__mabke-24-12453__0001.0.pdf?mcid=tGE4TAMA FRANCISCAN FRIARS: Hires Snell & Wilmer LLP as Special Counsel -------------------------------------------------------------- Franciscan Friars of California, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Snell & Wilmer LLP as special counsel. The firm will provide legal advice regarding the potential sale and marketing of the former Gibson Mine property, in Miami, Arizona and provide legal advice about the environmental enforcement and remediation activities that have occurred at the property, the current status of the property, and efforts to redevelop and sell the property, and act as liaison with the Arizona Department of Environmental Quality. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in 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 Ford, Esq. Snell & Wilmer LLP 350 South Grand Avenue Suite 3100 Los Angeles, CA 90071 Tel: (213) 929-2500 About Franciscan Friars of California, Inc. Franciscan Friars of California, Inc. is a tax-exempt religious organization in Oakland, Calif. The Debtor was formed to provide religious, charitable, and educational acts, ministry, and service to the poor. Franciscan Friars of California, Inc., filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41723) on Dec. 31, 2023, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Gaa, OFM, president of the Debtor, signed the petition. Judge William J. Lafferty oversees the case. The Debtor tapped Binder Malter Harris & Rome-Banks LLP as bankruptcy counsel; Hanson Bridgett LLP, Weintraub Tobin Chediak Coleman Grodin Law Corporation, and Bledsoe, Diestel, Treppa & Crane LLP as special counsel; and GlassRatner Advisory & Capital Group LLC, doing business as B. Riley Advisory Services, as financial advisor. Donlin, Recano & Company, Inc. is the Debtor's administrative advisor. The U.S. Trustee appointed an official committee of unsecured creditors. The committee selected Lowenstein Sandler LLP and Keller Benvenutti Kim LLP as counsel and Berkeley Research Group, LLC as its financial advisor. FRONTDOOR INC: S&P Rates New $800MM First-Lien Term Loan B 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to Frontdoor Inc.'s proposed $800 million first-lien term loan B (TLB) due 2031. The recovery rating is '3', indicating its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery of principal in the event of default. Frontdoor is also seeking to issue a new $421 million first-lien term loan A (TLA) due 2029 and new $250 million revolving credit facility (RCF) due 2029, which S&P expects will replace its existing $250 million RCF due 2026. The proposed TLA and proposed RCF (undrawn at close) are not rated. S&P expects the company to use the combined $1.2 billion of proceeds from the proposed term loans to refinance about $590 million of existing debt and help fund the $585 million acquisition price of 2-10 Home Buyers Warranty (2-10 HBW). The all-cash transaction to acquire 2-10 HBW is expected to close by year-end 2024. Pro forma the proposed transaction and 2-10 HBW's expected EBITDA contribution, we estimate S&P Global Ratings-adjusted leverage of 2.5x and EBITDA interest coverage of 5.2x for the 12 months ended Sept. 30, 2024. While this represents a meaningful change in the company's credit metrics--leverage has been 1x and coverage has been 8x-9x since year-end 2023--the pro forma figures are in line with our expectations and within rating thresholds. S&P's 'BB-' long-term issuer credit rating on Frontdoor is therefore not affected by this proposed transaction. Frontdoor has demonstrated solid performance so far this year, achieving record revenue of over $1.8 billion and S&P Global Ratings-adjusted EBITDA margins of nearly 22% for the 12 months ended Sept. 30, 2024. S&P believes these strong results, which have already exceeded its full-year 2024 expectations, reflect a continuation of the favorable trends observed earlier this year that were largely driven by past pricing actions, strong retention, enhanced cost controls, and meaningful process improvements. The company's direct-to-consumer (DTC) and on-demand businesses also continue to perform well. However, customer count remains a top concern and priority for the company, since its home warranty customer base continues to decline amid persistently unfavorable real estate market conditions. Frontdoor has taken meaningful steps over the past few years to address contracting volumes, such as refreshing its American Home Shield brand, entering new partnerships, and continuing to execute on its broader marketing and discounting efforts. The company noted some promising results from these efforts so far--its DTC customer count grew in third-quarter 2024 versus the second quarter. S&P also believes the company's acquisition of 2-10 HBW will help broaden its market reach and yield cross-selling synergies. S&P said, "While there are some indications of a potential turnaround in market conditions, we do not expect to see near-term changes meaningful enough to drive growth in the company's challenged first-year real estate channel. Nevertheless, we believe Frontdoor's execution capabilities and consistently solid customer retention rates will continue to drive modest top-line growth, consistently strong margins, and robust cash flow generation. "We continue to forecast total revenue growth in the low-to-mid single digits and now expect Frontdoor to maintain S&P Global Ratings-adjusted EBITDA margins of 20%-23% through 2025. Following this proposed transaction, we do not expect Frontdoor to raise additional debt over the next 12 months and therefore estimate leverage will remain at 2.0x-2.5x through 2025." FTX TRADING: Court OKs Clawback Agreement w/ Former Alameda CEO --------------------------------------------------------------- Ben Zigterman of Law360 Bankruptcy Authority reports that a Delaware bankruptcy judge has authorized a settlement of clawback claims by FTX against former Alameda Research Ltd. executive John Samuel Trabucco. Under the terms of the agreement, Trabucco will return two San Francisco apartments acquired in 2021 for $8.7 million and a 53-foot yacht purchased in 2022 for $2.5 million, the report relates. About FTX Trading Ltd. FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, option, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds an alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The official committee of unsecured creditors tapped Paul Hastings as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware and conflicts counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as investment banker. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FULL CIRCLE: Unsecureds Will Get 8% to 10% of Claims in Plan ------------------------------------------------------------ Full Circle Lawn Care LLC filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Plan of Reorganization dated November 6, 2024. The Debtor is a full-service landscape company offering landscape services, outdoor living solutions, and holiday lighting. The Debtor also has a full-service garden center and florist. The Debtor will fund the plan from continued profitable operations of the business. Payment of administrative claim of Deere Credit Inc of $1,828.43 will be paid upon the effective date of the Plan. The Subchapter V Trustee, Nicole Nigrelli received a $5,000.00 retainer. Her firm's fees will be fixed by Court Order and paid once awarded by the Court. Administrative claims of Gorski & Knowlton, attorney for Debtor, and Chris Whelan, accountant for Debtor will be paid Court awarded fees as per agreement of the parties. The U.S. SBA secured claim #5 is continued to be paid $6,039/month pursuant to cash collateral order and the loan documents. Secured creditor John Deere is to be paid $1,200/month for the skid steer and bucket pursuant to the October 8, 2024 Consent Order. The Lease for the business premises at 504 Locust, shall be assumed and rent payments of $14,000/month shall continue. The month-to month Lease for 108 Summit Avenue, Belford is $2,200/month. AmeriCredit/GM Financial (claim #1) shall continue to receive regular monthly payments of $1,324.11 on the 2022 GMC Yukon that ends in November of 2029. The prepetition arrears of $1,314.11 will be paid in a lump sum upon certification. Bank Financial (claim #11) shall continue to receive regular monthly payments on the 2015 Ford F-350 Dump Truck of $971.58 through January 2026. The pre-petition arrears of $1,068.74 will be paid in a lump sum upon confirmation. Claim #7 QFS, Claim #12 Retail Capital (Credibly) and Claim #19 EBF Holdings (Everest) allege secured status but the Debtor contests the secured status of these claims and seeks to reclassify as wholly unsecured. Unsecured creditors shall receive an approximate 5% distribution on their claims over 5 years in equal quarterly installments. The NJ Tax pre-petition claim will be paid over 5 years in equal quarterly installments of $4,071.94. Unsecured creditors will receive a total of $60,000.00 payable in quarterly installments of $3,000.00 over 5 years. This will yield an approximate 8 to 10% to unsecured creditors depending on the claims motions. Class 8 consists of General Unsecured Claims. Includes John Deere and Deere and Company deficiency claims after collateral liquidation claims #13-#16. Also includes uncontested claims listed on petition but no claim filed. Total claims approximately $450k to $750k depending on claims motions. This Class shall receive $3,000/quarterly for 5 years. This Class will receive a distribution of 8% to 10% of their allowed claims. The Plan will be funded from continued profitable operations of the Debtor. The August and September monthly reports demonstrate feasibility of the Plan. A full-text copy of the Plan of Reorganization dated November 6, 2024 is available at https://urlcurt.com/u?l=HpZ32J from PacerMonitor.com at no charge. Attorneys for the Debtor: Allen I. Gorski, Esq. GORSKI & KNOWLTON PC 311 Whitehorse Ave, Suite A Hamilton, NJ 08610 Tel: (609) 964-4000 Fax: (609) 528-0721 E-mail: agorski@gorskiknowlton.com About Full Circle Lawn Care Full Circle Lawn Care LLC, doing business as Guaranteed Plants and Florist, specializes in the creative design, professional installation and maintenance of landscape plantings, walkways, patios, retaining walls. Full Circle Lawn Care filed a Chapter 11 petition (Bankr. D.N.J. Case No. 24-17892) on August 8, 2024, with total assets of $257,100 and total liabilities of $2,365,186. Nicole Nigrelli, Esq., at Ciardi, Ciardi & Astin serves as Subchapter V trustee. Judge Michael B. Kaplan oversees the case. The Debtor is represented by Allen I. Gorski, Esq., at Gorski & Knowlton, PC. FUTURE FINTECH: Gets 180-Day Extension to Regain NASDAQ Compliance ------------------------------------------------------------------ Future FinTech Group, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a written notification from the NASDAQ Stock Market Listing Qualifications Staff indicating that the Company has been granted an additional 180 calendar day period or until May 12, 2025, to regain compliance with the $1.00 minimum closing bid price requirement for continued listing on the NASDAQ Capital Market pursuant to NASDAQ Listing Rule. NASDAQ's determination was based on the Company having met the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the NASDAQ Capital Market, with the exception of the bid price requirement, and the Company's written notice to NASDAQ of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time during this additional time period the closing bid price of the Company's securities is at least $1.00 per share for a minimum of 10 consecutive business days, NASDAQ will provide written confirmation of compliance and this matter will be closed. If compliance cannot be demonstrated by May 12, 2025, Staff will provide written notification that the Company's securities will be delisted. At that time, the Company may appeal the Staff's determination to a Hearings Panel of NASDAQ. The Company will monitor the closing bid price of its shares of common stock and will consider various options to regain compliance before May 12, 2025. About Future FinTech Group New York, N.Y.-based Future FinTech Group Inc. is a holding company incorporated under the laws of the State of Florida. The Company historically engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices) and fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the Company transformed its business from fruit juice manufacturing and distribution to financial technology-related service businesses. The main business of the Company includes supply chain financing services and trading in China, asset management business in Hong Kong, and cross-border money transfer service in the UK. Orange, Calif.-based Fortune CPA, Inc., the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2024, Future FinTech Group had $53.40 million in total assets, $17.65 million in total liabilities, and $35.75 million in total stockholders' equity. GENESIS ENERGY: S&P Rates Senior Unsecured Notes Due 2033 'B' ------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Genesis Energy L.P.'s (GEL) senior unsecured notes due 2033. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. The company will use proceeds from this issuance to tender and redeem a portion of the 2027 notes outstanding, and for general corporate purposes, including repaying a portion of the revolver borrowings outstanding under its credit facility. The issuer credit rating on GEL of 'B', with a stable outlook, is unchanged. S&P expects GEL's leverage (S&P Global Ratings-adjusted) will remain below 7.0x in 2025. S&P also expects the company will maintain adequate liquidity for the next 12 months. GLOBAL ALARM: Seeks to Hire Gagnon & Wendt as Private Investigator ------------------------------------------------------------------ Global Alarm Protection seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Gagnon & Wendt LLC to perform private investigator services. The primary individual from the Firm who will be assisting the Debtor is Rodney D. Gagnon. He has extensive experience in financial investigations, asset tracing, and fraud examination, and holds the Certified Fraud Examiner credential. The firm will charge a flat-fee of $8,500 for its services. As disclosed in the court filings, Gagnon & Wendt LLC is a "disinterested person" within the meaning of Bankruptcy Code section 101(14). The firm can be reached through: Rodney D. Gagnon Wendt & Gagnon LLC PO Box 100589 Denver, CO 80250 Email: rod@recoveryanalytics.net About Global Alarm Protection Global Alarm Protection filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-18117) on Dec. 7, 2023, with $1 million to $10 million in both assets and liabilities. Louis Fizli, chief operating officer, signed the petition. Judge Sandra R. Klein oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP represents the Debtor as bankruptcy counsel. GO DADDY: S&P Rates Proposed $1.462BB Secured Term Loan B-8 'BB' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Go Daddy Operating Co. LLC's (GoDaddy) proposed $1.462 billion secured term loan B-8. The company intends to use the proceeds from this loan to refinance the $1.462 billion outstanding under its existing secured term loan B-6. S&P expects the repricing will save GoDaddy about 25 basis points (bps), or about $3.7 million per year, in interest expense. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. S&P's 'BB' issuer credit rating on GoDaddy is unchanged because the transaction is leverage neutral. S&P said, "The company's S&P Global Ratings-adjusted leverage improved to 2.4x in the third quarter, which exceeded our expectation for about 2.9x. However, given GoDaddy's net leverage target of between 2x and 4x, the rating incorporates our expectation that it may increase its leverage above 3x as it deploys excess cash for acquisitions or shareholder returns." The company's performance remains very strong. S&P said, "GoDaddy increased its revenue by 7% through the first three quarters of the year, which slightly exceeded our expectations and significantly exceeded the performance of competitor Newfold Digital Holdings over the same period. Operating leverage and realization of benefits from its 2023 restructuring initiatives have helped it expand its margin by about 400 bps year to date. A favorable shift in GoDaddy's product mix also contributed to the improvement in its margin, given that the 15% increase in its higher-margin Applications & Commerce (A&C) revenue outpaced the 3% expansion in its lower-margin core platforms revenue. The company increased its A&C bookings by over 20% for the third straight quarter, supported by its pricing and bundling initiatives and new AI-powered tools. Specifically, GoDaddy recently launched the Airo experience, which is boosting the exposure and attach rates for its Websites + Marketing business. We believe the company's strong recent bookings and continued product innovation will help support robust revenue growth of at least 6%-7% over the next few years." ISSUE RATING--RECOVERY ANALYSIS Key analytical factors -- S&P's recovery rating on the company's senior secured first-lien debt is '3' and its recovery rating on its senior unsecured notes is '5'. -- S&P said, "Our simulated default scenario contemplates a default occurring in 2029 because of increased customer acquisition costs and pricing pressures as new entrants emerge or existing competitors increase their product offerings or marketing budgets to gain market share. Our scenario also assumes operational issues or service disruptions that cause the company's new customer enrollment rates and existing customer renewal rates to decline." Simulated default assumptions -- Simulated default year: 2029 -- EBITDA at emergence: $372 million -- EBITDA multiple: 6.5x Simplified waterfall -- Net emergence value (after 5% administrative costs): About $2.3 billion -- Valuation split (obligors/nonobligors): 64%/36% -- Estimated first-lien claims: About $3.3 billion -- Value available for senior secured claims: About $2.0 billion --Recovery expectations: 50%-70% (rounded estimate: 65%) -- Estimated senior unsecured claims: About $2.7 billion (including pari passu secured claims) -- Value available for senior unsecured claims: About $290 million --Recovery expectations: 10%-30% (rounded estimate: 10%) Note: All debt amounts include six months of prepetition interest. GREENWICH INVESTMENT: Asset Management Business Sale OK'd --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, has granted Greenwich Investment Management Inc., through Michael C. Markham, the subchapter V trustee, to sell Property to Principal Street Partners LLC, free and clear of all liens, claims, and encumbrances. The Debtor owns and operates a registered investment advisory firm with an office located in Norwalk, Connecticut and its sole source of income is management fees that it derives from managing client portfolios. The Court has approved the auction and bidding procedures proposed by the Trustee on December 2, 2024 as the bid deadline for qualified bids. After the entry of the Bid Procedure Order, Principal Street Partners LLC has timely submitted its qualified bids, including the required $50,000.00 deposit and Asset Purchase Agreement. Prior to the extended Bid Deadline, Princeton Global Asset Management LLC has submitted a bid including the required $50,000.00 deposit and Asset Purchase Agreement. However, the Trustee did not believe the Princeton Global Asset Purchase Agreement was a Qualified Bid as it did not comply in all respects with the Bidding Procedures attached to the Bid Procedures Order. The Court found that the Sale Motion, Bidding Procedures, and the Sale Hearing to creditors and other parties in interest, was adequate and sufficient, that it complied in all respects with the Bankruptcy Code. At he closing, Principal Street will pay, insure or deliver the consideration as provided in the agreement and any proceeds of the sale shall be held in the escrow account of Trustee's counsel, Johnson Pope Bokor Ruppel & Burns, LLP. The court ordered that the Encumbrances securing the claims of any secured creditors against the Assets shall attach to the proceeds from the sale of such Assets to the same extent, validity and priority as existed on such Assets as of the Petition Date. The Court also determined that the Trustee and the Purchaser have acted in good faith, the terms and conditions of purchase agreement are fair and reasonable and have been negotiated and agreed upon in good faith on the part of the Trustee and the Purchaser. About Greenwich Investment Management, Inc. Greenwich Investment Management, Inc. is a registered investment advisor advising persons and institutions to allocate their savings to financial assets. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00721) on May 21, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. During the bankruptcy case, the Debtor has had approximately $250 million under management. Judge Caryl E. Delano presides over the case. The Debtor tapped Craig I. Kelley, Esq., at Kelley Kaplan & Eller, PLLC as bankruptcy counsel and B. Lane Hasler, Esq., as special counsel. Michael C. Markham is the Subchapter V Trustee of the case, who was authorized by the Court to operate the business of the Debtor and has the standing to sell the assets. GUNNISON VALLEY: Hires THK Associates Inc. as Appraiser ------------------------------------------------------- Gunnison Valley Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ THK Associates Inc. as appraiser. The firm will provide an appraisal of the Debtor's assets known as Gunnison Rising, a 600 acre, fully-entitled, multi-phased, mixed-use development approved for 1,700 residential units, more than 350,000 sf of retail, 350,000 sf of industrial space, plus acreage for commercial space and an RV park, all adjacent to Western Colorado University in Gunnison, Colorado. The firm will be paid at these rates: E. Peter Elzi Jr $185 per hour other staff $125 to 145 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm's fee is capped of no more than $7,960. E. Peter Elzi Jr., a partner at THK Associates 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: E. Peter Elzi Jr. THK Associates Inc. 2953 S Peoria St Ste 101 Aurora, CO 80014 Tel: (303) 770-7201 About Gunnison Valley Properties, LLC Gunnison Valley Properties LLC in Louisville, Colo., sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-15052) on Aug. 28, 2024, listing $50 million to $100 million in assets and $10 million to $50 million in liabilities. Byron Chrisman, manager, signed the petition. Judge Joseph G. Rosania Jr. oversees the case. Onsager | Fletcher | Johnson | Palmer LLC serves as the Debtor's legal counsel. H6 COMPANY: Seeks to Hire Richard P. Cook PLLC as Attorney ---------------------------------------------------------- H6 Company seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Richard P. Cook, PLLC as counsel. The firm will represent and assist Debtors in carrying out its duties under the provisions of Chapter 11 of the Bankruptcy Code. The firm will be paid at these rates: Richard P. Cook $375 per hour Legal assistant/Paralegal $100 per hour The firm was paid a retainer in the amount of $7,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard P. Cook, Esq., a partner at Richard P. Cook, 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: Richard P. Cook Richard P. Cook, PLLC 7036 Wrightsville Ave, Suite 101 Wilmington, NC 28403 Telephone: (910) 399-3458 Email:Richard@CapeFearDebtRelief.com About H6 Company H6 Company sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03976) on November 13, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge David M. Warren presides over the case. Richard Preston Cook, Esq., at Richard P. Cook, PLLC represents the Debtor as legal counsel. HARDINGE INC: Hires Pyramid Brokerage as Real Estate Broker ----------------------------------------------------------- Hardinge Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Pyramid Brokerage Company of Binghamton, Inc. as real estate broker. The firm will market and sell the Debtor's real property located in the Town of Horseheads, County of Chemung, State of New York. The firm will be paid a commission of 8 percent of the total purchase price of the Property. Michael J. Manzari, a partner at Pyramid Brokerage Company of Binghamton, 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: Michael J. Manzari Pyramid Brokerage Company of Binghamton, Inc. 84 Court St # 300 Binghamton, NY 13901 Tel: (607) 754-5990 About Hardinge Inc. Hardinge Inc. globally designs, manufactures, and distributes computer-controlled metal cutting lathes, grinding and related tooling, and accessories. It markets its products in the United States, Europe, and Asia. The company is based in Elmira, N.Y. Hardinge and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11605) on July 29, 2024. In its petition, Hardinge reported $100 million to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP as bankruptcy counsels; Houlihan Lokey Capital, Inc. as financial advisor and investment banker; Adrian Frankum of Ankura Consulting Group, LLC as chief restructuring officer; and C Street Advisory Group, LLC as strategic communications advisor. Kroll Restructuring Administration, LLC is the claims and noticing agent and administrative advisor. HARE TAYLOR: Case Summary & 13 Unsecured Creditors -------------------------------------------------- Debtor: Hare Taylor, LLC d/b/a H & R Block d/b/a Block Advisors 2589 Jenks Avenue Panama City, FL 32405 Business Description: Hare Taylor is a full-service accounting firm with offices in Panama City and Chipley, Florida. The Company offers a broad range of services for business owners, executives, and independent professionals. Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court Northern District of Florida Case No.: 24-50181 Debtor's Counsel: Brian G. Rich, Esq. BERGER SINGERMAN LLP 313 North Monroe Street, Suite 301 Tallahassee, FL 32301 Tel: 850-561-3010 E-mail: brich@bergersingerman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gerald W. Taylor as manager. A copy of the Debtor's list of 13 unsecured creditors is availabel for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SHSZFDA/Hare_Taylor_LLC__flnbke-24-50181__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/N7AO7XA/Hare_Taylor_LLC__flnbke-24-50181__0001.0.pdf?mcid=tGE4TAMA HECLA MINING: S&P Alters Outlook to Stable, Affirms 'B+' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed its 'B+' issuer credit rating on Hecla Mining Co. S&P also affirmed its 'BB-' issue-level rating on the company's senior unsecured notes and the associated '2' recovery rating is unchanged. The stable outlook reflects S&P's expectation that improving silver production and stable operations will drive strong profitability and good cash flow generation over the next 12 months. Debt repayment, plus robust earnings and stabilization its mining operations, could provide a credit cushion for Hecla to absorb earnings volatility over the next two to three years. As of Sept. 30, 2024, Hecla used free cash flow and proceeds from an at-the-market equity program to repay about $115 million of debt and reduced its S&P Global Ratings-adjusted debt by about 18% in 2024. At the same time, the company's S&P Global Ratings-adjusted EBITDA increased about 83% to $233.4 million as of Sept. 30, 2024, compared with the same period in 2023, boosted by favorable gold and silver prices and stabilization of mining operations at Lucky Friday. S&P expects leverage will strengthen to the lower end of the 2x-3x in fiscal 2024, restoring some cushion in its credit metrics to withstand earnings volatility. S&P said, "Furthermore, we revised our price assumptions for gold upwards to $2,500/ounce for the remainder of 2024 and $2,300/ounce in 2025, compared with previous assumptions of $2,100/ounce and $2,000/ounce respectively. Silver also continues to trade at higher levels, up 30% year to date as of Dec. 3, 2024, and we forecast it will remain elevated over the next two years. Based on these assumptions and restoration of full mining operations at Lucky Friday, we expect Hecla's robust earnings will continue to drive free cash flow generation and restore the cushion in its credit metrics to absorb future earnings volatility. "We expect strong production from Hecla's Lucky Friday and Greens Creek mines, two low-cost assets with significant by-product credits." Hecla resumed operations at Lucky Friday and ramped up to full production by the end of the first quarter of 2024 after suspending operations due to a fire incident in August 2023. As a result, S&P expects Lucky Friday to generate positive free cash flow in 2024, aided by improving silver production of 4.7 million-5.0 million ounces, compared with about 3 million ounces produced last year. Another factor that has increased production at Lucky Friday is Hecla's novel underhand closed bench mining method, which has helped managed seismicity and improved safety. As a result, Lucky Friday could exceed 5 million ounces of silver production in 2025, which will be a mine record. Lucky Friday and Greens Creek are low-cost assets given significant by-product credits from the sale of lead and zinc, which are offset against production costs. As of Sept. 30, 2024, Hecla revised Greens Creek's cash cost downwards about 33% to $1.50-$2.00 as the mine added copper as a payable metal in 2024. S&P expects meaningful contributions from copper in the future, which together with other by-products will drive production costs down further. S&P expects declining gold production from Casa Berardi and a longer timeline for Keno Hill to ramp up to full capacity. Casa Berardi remains a high-cost producer owing to lower grades from underground operations. The company plans to shut down underground mining operations by mid-2025, leaving only surface mining operation until 2027, when that will also cease. As a result, S&P expects decreasing gold production over the next two to three years. At the same time, the closure of underground operations could reduce operating costs at the mine. While the mine may have more reserve life in it, Hecla is considering all strategic alternatives, including further developmental work to access favorable ore deposits or divestiture. S&P said, "We also expect production from Keno Hill in 2025 will be similar to 2024 production levels of 2.5 million-3.0 million ounces, which is less than our previous estimate of 3.5 million-4.0 million ounces. Hecla encountered delays in securing permits for the dry stack tails expansion at the mine as the Yukon government focused on a leach pad breach at nearby mine. While the company is confident of its ability to obtain the support of the authorities, we expect Keno Hill production costs will remain elevated at the current production volume over the next 12 months. "Overall, we believe elevated precious metal prices and strong operating performance from the company's flagship Greens Creek and Lucky Friday mines could offset declining gold production at Casa Berardi and higher costs at Keno Hill. "The stable outlook reflects our expectation that favorable precious metal prices will drive strong profitability and good cash flow generation for Hecla over the next 12 months. We expect strong operating performance from Greens Creek and Lucky Friday will likely offset weak performances from Casa Berardi and Keno Hill. We expect leverage of 2x-3x. "We could lower our ratings on Hecla if its leverage approaches 4x. This could happen if gold and silver production declines materially due to an operational disruption at any of its mine or precious metal prices decline more sharply than anticipated. "We consider a higher rating unlikely within the next 12 months given Hecla's narrowing asset base, considering the operational challenges at Casa Berardi. However, we could consider an upgrade if Hecla maintains leverage below 2x." HERTZ GLOBAL: S&P Lowers Senior Secured Debt Rating to 'B' ---------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on The Hertz Corp.'s (Hertz Global Holdings Inc.'s major operating subsidiary) senior secured facilities to 'B' from 'B+' following the proposed $500 million add-on to its 12.625% first lien senior secured notes due 2029. It also revised the recovery rating on the facilities to '3' from '2'. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. The revised rating reflects the higher amount of senior debt in Hertz's capital structure. The 'CCC+' issue-level rating and '6' recovery rating on the second-lien convertible notes and senior unsecured notes were affirmed. This continues to indicate S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. Hertz expects to use the proceeds to repay outstanding borrowings under its revolving credit facility ($250 million outstanding as of Sept. 30, 2024) and for general corporate purposes. S&P said, "Our 'B' issuer rating and negative outlook on the company is unchanged. The negative outlook reflects the likelihood of a downgrade over the next year if the company continues to have weak operating performance and we expect EBIT interest coverage will remain below 1x or if we expect the company's liquidity position could become constrained." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario anticipates a default in 2027, led by a significant, prolonged disruption of business and leisure travel, as well as a substantial decline in used vehicle values. -- In estimating the enterprise value at emergence, S&P offsets the asset-backed debt against the value of the vehicles. -- S&P thinks that if Hertz were to default, a viable business model would remain because of the company's extensive location network and strong brand awareness. It also believes debtholders would achieve the greatest recovery value through reorganization rather than through liquidation. In addition, S&P would not expect international operations to be included in the reorganization. -- S&P said, "We evaluate the company as a going concern on a discrete asset basis using current book values as reported. Our valuations reflect our estimate of the distressed value of the various assets, including intangibles like the trade name. Specifically, we apply a 90% realization rate to the net book value of Hertz's vehicles. This realization rate reflects the resilience of the used car market and is consistent with our assumption for the fleet at peer Avis Budget Car Rental LLC." -- In addition, S&P assumes that if Hertz were to default, it would preserve the majority of its remaining highly desirable on-airport locations and therefore would reject only 10% of its operating leases. Simplified waterfall -- Net enterprise value (after 3% administrative costs): $15.0 billion -- Valuation split (U.S./international): 86%/14% -- Collateral value available to revolver, term loan B, and incremental term loan claims (value excludes vehicle and restricted cash pledged to securitization facilities): $3.0 billion -- Revolver, term loan B, and incremental term loan claims estimated at default (includes estimated deficiency claims from securitization facilities): $4.6 billion --Recovery expectations for the first-lien revolver and term loan facilities: 50%-70% (rounded estimate: 60%) -- Total value available to second-lien and unsecured claims: $0 million -- Total second-lien and unsecured claims estimated at default (includes senior unsecured notes, secured deficiency claim, and rejected lease claim): $3.6 billion --Recovery expectations for the second-lien and unsecured facilities: 0%-10% (rounded estimate: 0%). Note: All debt amounts include six months of prepetition interest. Collateral value equals the asset pledge from obligors after priority claims, plus the equity pledge from nonobligors after nonobligor debt. Other valuation assumptions include LIBOR/SOFR of 250 basis points at default and a 100% draw on the U.S. cash flow revolving credit facility. HERTZ GLOBAL: Sells Junk-Bond Deal to Repay Debt ------------------------------------------------ Paula Seligson and Gowri Gurumurthy of Bloomberg News report that on December 5, 2024, Hertz Global Holdings Inc. issued $500 million in junk bonds to repay debt, capitalizing on a bustling bond market as the year nears its end. The rental car company increased its 12.625% first-lien senior secured notes due 2029, bringing the total tranche size to $1.25 billion. Initially issued in June, the bonds had appreciated to nearly 109 cents on the dollar, yielding about 9.75% before the new sale, according to Trace pricing data, the report cites. About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC, as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. * * * Hertz Global and its subsidiaries emerged from Chapter 11 bankruptcy at the end of June 2021. Hertz won approval of a Plan of Reorganization that unimpaired all classes of creditors (who are legally deemed to have accepted it) and was approved by more than 97% of voting shareholders. The Plan provided for the existing shareholders to receive more than $1 billion of value. Recovery by shareholders of close to $8 a share was made possible after a fierce competition among bidders for control in the company. Initial offers from potential bidders for Hertz in its bankruptcy offered nothing for equity. Hertz in May 2021 selected investment firms Knighthead Capital Management LLC and Certares Management LLC, joined by other investors including Apollo Global Management Inc. and a group of existing shareholders, as the winning bidders for control of the bankrupt company. A rival group that included Centerbridge Partners LP, Warburg Pincus LLC and Dundon Capital Partners LLC was outbid at auction. Hertz's Plan eliminated over $5 billion of debt, including all of Hertz Europe's corporate debt, and will provide more than $2.2 billion of global liquidity to the reorganized Company. Hertz also emerged with (i) a new $2.8 billion exit credit facility consisting of at least $1.3 billion of term loans and a revolving loan facility, and (ii) an $7 billion of asset-backed vehicle financing facility, each on favorable terms. HOMETOWN LENDERS: Court Approves Use of Cash Collateral ------------------------------------------------------- Hometown Lenders, Inc. got the green light from the U.S. Bankruptcy Court for the Northern District of Alabama to use cash collateral. The order signed by Judge Clifton Jessup, Jr. authorized the company to use cash collateral in the ordinary course of business to pay its administrative expenses that were separately approved by the bankruptcy court. Hometown Lenders has set up a debtor-in-possession (DIP) account at Regions Bank to track and manage the funds, distinguishing them from other collections. To protect the Internal Revenue Service and the Alabama Department of Revenue from any loss resulting from the use of their cash collateral, the agencies were granted replacement liens and superpriority administrative claims. Both agencies filed tax liens against the company prior to its Chapter 11 filing. The IRS also filed a claim in the amount of $12,431,647.73 in the company's bankruptcy case. About Hometown Lenders Inc. Hometown Lenders, Inc. is a corporation organized and existing under the laws of the State of Alabama. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-81038) on June 3, 2024, with $10 million to $50 million in both assets and liabilities. Judge Clifton R. Jessup, Jr. oversees the case. Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC, is the Debtor's legal counsel. HS MIDCO: S&P Affirms 'B-' ICR on Improving EBITDA Margins ---------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating, as well as its 'B-' issue-level rating on HS Midco Inc.'s (dba Fortra) first-lien credit facility (S&P does not rate the second-lien term loan). S&P said, "The affirmation of our rating on Fortra is based on its liquidity position combined with our expectation of positive free operating cash flow (FOCF) over the next 12 months, which we believe to be adequate to support the company's execution on its revamped go-to-market strategy and return to positive top-line revenue growth. "The stable outlook reflects our view that Fortra will expand EBITDA margins, increase FOCF generation, and maintain adequate liquidity despite revenue headwinds that may persist over the near term. "We expect Fortra's EBITDA margins will expand from the current level despite revenue growth headwinds, driven by further cost saving actions. Year-to-date, Fortra reported S&P Global Ratings-adjusted EBITDA margins of about 41%, compared with about 38% for the whole year of 2023. This margin improvement is largely driven by one-time costs rolling off (related to acquisitions and restructuring activities), realizing cost synergies, and additional cost saving actions taken in this year so far. We expect its EBITDA margin will continue to improve to the mid- to high-40% area through 2025 as the company continues to work through its divisions' underperforming issues, revenue model transition, and sunsetting legacy products while being prudent with its cost structure and executing additional costs saving actions throughout 2025." Fortra has struggled to grow revenues amid sales execution challenges, a revenue model shift, and multiple end-of-life products. Fortra reported a mid-single digit percentage year-over-year revenue decline during the first nine months of fiscal 2024 after reporting a low-single digit percentage decline in 2023. Annual recurring revenue (ARR) growth declined about 1% during the quarter ended Sept. 30, 2024, while overall bookings growth has also declined for the last couple of quarters. S&P attributes this negative growth trend to three primary factors: persistent sales performance issues with Data Protection (DP), Alert Logic (Extended Detector & Response; XDR), and Tripwire (File Integrity Monitoring; FIM); an ongoing transition to subscription-focused revenue models; and the impact from exiting certain legacy products (Harvest Solutions) that are no longer offered for sale or in various stages of end of life. While the impact of the revenue model transition and legacy product declines will naturally fall off over time, S&P sees risk that Fortra's sales execution issues in XDR, FIM, and DP businesses may persist. The XDR and FIM offerings have been underperforming since Fortra acquired them back in 2022, largely due to disruptions caused by the change in ownership and turnover in leadership. The DP business has faced similar issues, along with fierce competition from larger providers (such as Microsoft) that had better success offering platforms of multiple solutions to customers. DP ARR growth declined by about low-teen percentage during the third quarter of 2024 after declining for three quarters in a row. Retention rates at those three divisions have been trending lower since a year ago. Recent management hires and a revamped go-to-market strategy may augur improved top-line performance over the next year. In effort to restore growth, Fortra hired various sales leadership roles across the organization and revamped its go-to-market strategy. While S&P expects bookings trend to improve and retention rates to stabilize over the next 12 months, execution risks remain given macroeconomic uncertainties, higher budgetary constraints, and longer sales cycles that are still hampering corporate IT spending environment, along with increasing market competitions. In the second quarter of 2024, the XDR division reported positive bookings growth for the first time since being acquired, which could be a sign of recovering growth. However, in addition to recuperating growth at the underperforming product lines, S&P believes overall revenue growth will continue to face headwinds over the near term, stemming from its revenue model transition, fewer multiyear deals, and sunsetting Harvest Solutions, which accounted for about 6% of total ARR as of Sept. 30, 2024. Excluding DP, XDR, FIM, and Harvest Solutions, the rest of Fortra's portfolio has been growing its ARR steadily by mid-to-high single digit percentage and its retention trend is relatively stable. S&P said, "Despite revenue growth headwinds and interest burden, we expect Fortra to generate positive FOCF and maintain adequate liquidity over the next 12 months. We forecast the company will generate unadjusted FOCF of $65 million-$75 million in the fourth quarter, generating $60 million-$70 million discretionary cash flow that will strengthen liquidity at the end of 2024 (after servicing first-lien debt amortization). The fourth quarter is typically when Fortra generates the highest amount of positive FOCF due to seasonality of billing cycles. Its total liquidity as of Sept. 30, 2024, includes about $7 million cash and $17 million availability under its revolving credit facility that matures in 2026 (excluding the $5 million availability that just expired in November 2024). If the company can successfully turn its underperforming divisions around, work through its near-term revenue headwinds, and continue to expand its EBITDA margins, absent a severe economic downturn, we believe Fortra will generate positive FOCF in 2025, given our expectation that interest rates will continue to moderate. "The stable outlook reflects our expectation for Fortra to continue expanding EBITDA margins despite revenue growth headwinds. The company's high mix of recurring revenue and above-average EBITDA margin of over 40% will provide business stability and generate modest FOCF. The outlook also reflects our expectations for sufficient liquidity over the next 12 months." S&P could downgrade Fortra over the next 12 months if: -- S&P believes the company will struggle to refinance its loans as the first-lien debt becomes current in late 2025; -- The company fails to return to sustainable revenue growth and expand EBITDA margins due to challenges with sales executions, failure to realize its costs savings plan, or weaker customer demand due to competitive pressures; -- Interest burden continues to limit cash generation amid higher-for-longer interest rates or macroeconomic headwinds from a tougher demand environment such that reported FOCF continues to be close to break-even; or -- Liquidity continues to deteriorate. An upgrade is unlikely over the next 12 months because of Fortra's elevated debt to EBITDA and debt-funded acquisition strategy. S&P could upgrade Fortra if it sustains leverage below 7x (including the preferred equity that it treats as debt per its criteria) after incorporating its debt-funded acquisitions or shareholder returns. HYSTER-YALE MATERIALS: Moody's Ups CFR to Ba3, Outlook Stable ------------------------------------------------------------- Moody's Ratings upgraded Hyster-Yale Materials Handling, Inc.'s (together with Hyster-Yale Inc., "Hyster-Yale") ratings including its corporate family rating to Ba3 from B1, probability of default rating to Ba3-PD from B1-PD, and backed senior secured bank credit facility rating to Ba2 from Ba3. The company's speculative grade liquidity rating was downgraded to SGL-3 from SGL-2. The outlook remains stable. The upgrade of Hyster-Yale's CFR to Ba3 reflects Moody's projection that despite weaker demand for lift trucks in 2024 and 2025, the company will generate positive free cash flow with debt/EBITDA around 3.0x in 2025. Hyster-Yale's record operating performance in 2024 has benefitted from reducing a backlog that had been at record highs due to pandemic-related supply chain issues. The backlog included higher margin lift trucks due to price increases put in place which drove operating margin expansion to about 6%. However, Moody's expect that operating margin will decline in 2025 as new lift truck demand comes down off historic highs. The $2.3 billion backlog at September 30, 2024, which is 35% below the prior year, represents about 7 months of revenue and provides some cushion during the weaker demand environment. The downgrade of the speculative grade liquidity rating to SGL-3 is driven by Moody's expectation of weaker free cash flow in 2025 than 2024 which will reduce the company's financial flexibility over the next year. RATINGS RATIONALE Hyster-Yale's Ba3 CFR reflects the company's significant exposure to a single class of products, lift trucks, with about 70% of these sales generated in the Americas. Also considered is the company's highly cyclical end markets. As such, Hyster-Yale's revenue and earnings can be volatile. The company generates a thin EBITA margin, typically in the low- to mid-single digits, given that the company primarily produces the lift truck chassis and masts, purchases the other components, and uses an independent dealer network. However, Hyster-Yale benefits from its market leadership and investments in technology that make it well positioned to benefit from long-term demand fundamentals in the lift truck industry. The stable outlook reflects the company's adequate liquidity and Moody's projection that debt/EBITDA will remain between 2.0x – 3.0x. Hyster-Yale's liquidity is adequate, reflected by its cash of about $76 million at September 30, 2024 and $220 million available under its primary revolving credit facility – a $300 million asset-based revolving credit facility that expires in June 2026. There are no material debt maturities until the company's $218 million of outstanding term loan matures in May 2028. The company is subject to a springing minimum fixed charge coverage ratio of greater than 1x when total excess availability is less than the greater of 10% of the total borrowing base (as defined), and $20.0 million. Moody's don't expect that this covenant will be tested. Alternate sources of liquidity are considered modest. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Hyster-Yale reduces its EBITA margin volatility while maintaining debt/EBITDA sustained below 2.5x with free cash flow/debt sustained above 5%. Ratings could be downgraded if liquidity were to deteriorate or if debt/EBITDA was sustained above 3.5x with EBITA/interest expense sustained below 2.0x. Headquartered in Cleveland, Ohio, Hyster-Yale Inc., through its operating subsidiary Hyster-Yale Materials Handling, Inc., is an integrated full-line lift truck manufacturer. In addition, the company produces lift truck attachments, hydrogen fuel cell power products and provides telematics, automation and fleet management services, as well as an array of other power options for its lift trucks. Revenue was approximately $4.3 billion for the 12 months ended September 30, 2024. The principal methodology used in these ratings was Manufacturing published in September 2021. IBIO INC: Reports $3.99 Million Net Loss in Q1 2025 --------------------------------------------------- iBio, Inc, filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.99 million with no reported revenues for the three months ended September 30, 2024, compared to a net loss of $5.7 million on $50,000 of revenue for the three months ended September 30, 2023. The Company generated negative cash flows from operations of approximately $3.7 million for the three months ended September 30, 2024. Historically, the Company's liquidity needs have been met by the sale of common shares, and the issuance of common shares through the exercise of warrants. As of September 30, 2024, iBio had total current assets of approximately $11.7 million, of which approximately $11.0 million was cash and cash equivalents. As of September 30, 2024, the Company has a loss from operations of $3.7 million which compares to the $5.3 million loss from operations it maintained as of September 30, 2023. The history of significant losses, the negative cash flow from operations, the limited cash resources on hand and the dependence by the Company on its ability to obtain additional financing to fund its operations after the current cash resources are exhausted raise substantial doubt about the Company's ability to continue as a going concern. Management's current financing and business plans have not mitigated such substantial doubt about the Company's ability to continue as a going concern for at least 12 months from the date of filing this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024. Management Commentary: "In our fiscal first quarter we advanced our collaboration with AstralBio, manufacturing and dosing a lead molecule with therapeutic potential for muscle wasting and obesity in non-human primate in vivo studies and progressing early work on additional targets. We strengthened our leadership team by hiring a seasoned business development executive, Kristi Sarno--a move essential to our efforts to critically enable new partners in antibody development for challenging targets," said CEO and Chief Scientific Officer Dr. Martin Brenner, Ph.D. "We are pleased with our rapid progress and look forward to sharing data and further developments in the coming months as we work to advance our pipeline to the clinic in cardiometabolic diseases and obesity." As of September 30, 2024, the Company had $24.5 million in total assets, $6.8 million in total liabilities, and $17.8 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/3k4us82k About iBio, Inc. Headquartered in San Diego, CA, iBio is an AI-driven innovator that develops next-generation biopharmaceuticals using computational biology and 3D-modeling of subdominant and conformational epitopes, prospectively enabling the discovery of new antibody treatments for hard-to-target cancers, and other diseases. iBio's mission is to decrease drug failures, shorten drug development timelines, and open up new frontiers against the most promising targets. On the Web: http://www.ibioinc.com/ Jericho, New York-based Grassi & Co., CPAs, P.C., the Company's auditor since 2024, issued a "going concern" qualification in its report dated Sept. 19, 2024, citing that the Company has incurred losses since inception, accumulated deficit and has negative cash flows from operations, that raise substantial doubt about its ability to continue as a going concern. ICAP ENTERPRISES: Completes Ch. 11 Under Joint Plan of Liquidation ------------------------------------------------------------------ iCap Enterprises, Inc. and its affiliated debtors, a Seattle-based real estate investment firm that raised over $250 million and was exposed as having operated as a pre-petition Ponzi scheme, successfully emerged from Chapter 11 under a Court-approved joint plan of liquidation. Developed in collaboration with the Official Committee of Unsecured Creditors, the Plan was supported by 95% of former iCap investors and confirmed by the Bankruptcy Court for the Eastern District of Washington on October 18, 2024. The Plan establishes the iCap Trust to oversee recovery efforts for more than 1,800 defrauded investors. This milestone marks the successful conclusion of a complex restructuring process in which the Debtors, in close partnership with the UCC, prioritized investor interests, achieved consensus among key stakeholders, proved a Ponzi scheme, resolved severe liquidity challenges, fully cooperated with regulatory investigations, supported over 1,800 investors through comprehensive and proactive communication efforts, and developed and executed the terms under the Plan. "This case was about taking swift, decisive action," said Lance Miller, iCap's Chief Restructuring Officer. "From day one, our focus was to protect investor interests, uncover the truth, and forge a viable path for recovery. Every challenge faced only strengthened our resolve to deliver restitution for those harmed by iCap's scheme." Uncovering a $250 Million Ponzi Scheme iCap's bankruptcy cases began on September 29, 2023, after an ad hoc group of investors, led by UCC Co-Chair Lilian Tan, filed a securities fraud lawsuit against iCap and its founder, Chris Christensen. The lawsuit resulted in a court-ordered injunction that removed Christensen and appointed Miller as CRO, marking a critical first step in protecting the Company's remaining assets amid severe liquidity challenges, months of halted investor distributions, and mounting fraud allegations. As part of the restructuring, the team conducted an independent investigation into the Company's pre-petition activities, uncovering overwhelming evidence of fraud. The investigation confirmed that iCap operated as a Ponzi scheme from at least 2018 to 2023. Over that period, iCap raised approximately $250 million -- primarily from Chinese investors--but generated just $1.4 million in legitimate real estate revenue. Instead, investor funds were systematically misappropriated to sustain operations and fulfill promised returns, relying on a pattern of deceptive transactions, the funneling of funds between entities, and false and misleading statements to fuel continued fundraising. Landmark Ponzi Ruling Validates Recovery Strategy On October 17, 2024, the plan proponents presented overwhelming evidence establishing that iCap operated as a Ponzi scheme. The Court confirmed the Plan and, without delay, made a decisive Ponzi finding from the bench, citing "substantial, if not overwhelming, evidence" of fraud, underscoring the egregious mismanagement of funds, stating that investors "would have been better off putting their money in treasury bonds." "This ruling is a significant victory for iCap's defrauded investors," said Jay Kornfeld, Lead Counsel for the UCC. "It establishes a strong legal foundation to pursue restitution and hold those who enabled the fraud accountable while offering investors potential relief through theft loss deductions under the tax code." In confirming the Plan, Chief Judge Whitman L. Holt commended the professionals involved for their "substantial creativity," emphasizing that it was "amply present in this case," particularly in overcoming the severe liquidity challenges that repeatedly threatened the case's survival. He specifically praised the innovative strategy devised by iCap's CRO, Miller, to secure critical debtor-in-possession (DIP) and exit financing, describing it as "a very creative way to not only resolve disputes, which is always encouraged but to address the liquidity [challenges]," calling it a "first" in his extensive experience. "This case was defined by immense challenges but also by extraordinary collaboration and determination," said Julian Gurule, Lead Counsel for the Debtors. "Through our efforts, our team was able to expose the full extent of the iCap scheme while simultaneously stabilizing the estate and providing a viable path to recoveries for investors." Path to Advancing Recovery for Defrauded Investor s-- The iCap Trust As part of the Plan, the newly established iCap Trust now leads recovery efforts, including pursuing litigation and asset recovery, on behalf of more than 1,800 investors impacted by iCap's collapse. The Trust is managed by Co-Trustees Lance Miller and Seth R. Freeman, with oversight from an Advisory Board comprised of UCC Counsel Jay Kornfeld and former members of the UCC, Lilian Tan and Tom Temple. "The recovery process for investors is just beginning," said Seth Freeman, co-trustee of the iCap Trust. "The Co-Trustees will fight for meaningful restitution for all victims and creditors of this complex fraud." After serving as Special Litigation Counsel for the UCC and lead trial counsel during the October 17 hearing, John T. Bender assumed the role of Lead Litigation Counsel for the iCap Trust. Bender will spearhead the litigation efforts and strategy, ensuring a focused pursuit of meaningful restitution for defrauded investors. "Judge Holt issued a monumentally important decision, based on overwhelming evidence that iCap operated as a Ponzi scheme. But our work on behalf of iCap's victims is not finished. My team and I are devoted to identifying and recovering iCap's stolen funds and returning every cent we can to their rightful owners," said Bender. Unified Efforts Behind Confirmation The success of iCap's restructuring was the result of coordinated efforts by: -- Pivot Group -- Led by Lance Miller as Chief Restructuring Officer, with support from the Pivot Group team as Financial Advisor and Communications Advisor for the Debtors -- O'Melveny & Myers -- Led by Julian Gurule, with support from the O'Melveny team as Lead Counsel for the Debtors -- Bush Kornfeld -- Led by Jay Kornfeld, with support from the Bush Kornfeld team as Lead Counsel for the Unsecured Creditors Committee -- B. Riley Advisory Services -- Led by Seth R. Freeman, with support from the B. Riley Advisory Services team as Lead Financial Advisor for the Unsecured Creditors Committee -- K&L Gates -- Led by John T. Bender, with support from the K&L Gates team as Lead Trial Counsel, Special Litigation Counsel for the Unsecured Creditors Committee -- Buchalter -- Led by Khaled Tarazi, with support from the Buchalter team as Counsel for the Debtors on Real Estate-Related Matters -- Unsecured Creditors Committee -- Comprising five dedicated committee members whose leadership ensured that investor voices were represented throughout the process. Lilian Tan and Tom Temple served as Co-Chairs of the UCC -- Supporting Professionals: Black Helterline, local counsel for the Debtors; BMC Claims Group, claims agent; Jack Rader, Pacific Realty Advisors, Local Real Estate Advisor; John LaBella, AlixPartners and Craig Barbarosh, Barbarosh Partners, Independent Board Advisors for the Debtors. The team would also like to thank Tan and the original ad hoc group of investors for their efforts to initiate and support these cases through to confirmation and the Ponzi finding. The full terms of the Plan and Disclosure Statement, as well as additional information related to iCap's Chapter 11 case, can be found at https://cases.creditorinfo.com/iCap. After completing its Chapter 11 proceedings, iCap Enterprises, Inc., a Seattle-based real estate investment fund, has transitioned into the iCap Trust. The Trust is focused exclusively on recovery efforts on behalf of defrauded investors. For more information on the iCap Trust, contact Co-Trustee, Seth R. Freeman at sfreeman@brileyfin.com. About iCap Enterprises, Inc. iCap Enterprises, Inc. and affiliates were founded in 2007 by Chris Christensen to invest in real estate opportunities in the Pacific Northwest. iCap Enterprises et al. grew quickly, raising more than $211 million in capital and deploying those funds toward real estate investments. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wash. Lead Case No. 23-01243) on Sept. 29, 2023. In the petition signed by Lance Miller, chief restructuring officer, iCap Enterprises disclosed up to $100 million in assets and up to $500 million in liabilities. Judge Whitman L. Holt oversees the case. The Debtors tapped Buchalter, A Professional Corporation as counsel, Paladin Management Group, LLC as restructuring financial advisor, BMC Group Inc. as claims noticing agent and administrative advisor. ICON AIRCRAFT: Court Clears Chapter 11 Plan w/ Investor Claims Deal ------------------------------------------------------------------- Ben Zigterman of Law360 reports that a Delaware bankruptcy judge announced on December 5, 2024, that he would confirm the Chapter 11 plan for light-sport aircraft maker Icon, after the company reached a settlement with shareholders who had sued it in derivative litigation. About ICON Aircraft ICON Aircraft, Inc., is an aircraft design and manufacturing company focused on the creation of consumer-friendly, safe, and technologically advanced aircrafts that make the adventure of flying more accessible to mainstream consumers. The Company's flagship production aircraft -- the ICON A5 -- is an amphibioussport plane. ICON Aircraft was founded in 2006 in response to the Federal Aviation Administration's ("FAA") establishment of the light-sport aircraft ("LSA") category and the sport pilot license ("SPL") class. ICON Aircraft and three of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Lead Case No. 24-10703, Bank. D. Del.) on April 4, 2024. On the petitions signed by Thomas M. McCabe as chief restructuring officer, the Debtors reported $100 million to $500 million in estimated assets and $100 million to $500 million in estimated liabilities. Hon. Craig T. Goldblatt presides over the cases. The Debtors tapped Young Conaway Stargatt & Taylor LLP and Sidney Austin LLP as bankruptcy counsel. Stretto, Inc., is the Debtors' claims and noticing agent. IDEANOMICS INC: Dec. 12 Deadline Set for Panel Questionnaires ------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of Ideanomics, Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/539ks8up and return by email it to Joseph Cudia -- Joseph.Cudia@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than Thursday, Dec. 12, 2024, at 4:00 p.m. ET. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Ideanomics Inc. New York, N.Y.-based Ideanomics, Inc. is a global electric vehicle company that is focused on driving the adoption of electric commercial vehicles and associated sustainable energy consumption. It is made up of 5 subsidiaries including: VIA Motors, Solectrac, Treeletrik, Wave, and US Hybrid. Ideanomics Inc. and seven of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12728) on December 4, 2024. In its petition, the Debtor reports assets between $50 million and $100 million and liabilities ranging from $100 million to $500 million. Foley & Lardner LLP serves as the Debtors' general bankruptcy counsel and Ashby & Geddes, P.A. acts as the Debtors' Delaware co-counsel. The Debtors tapped Epiq Corporate Restructuring as noticing and claims agent. Riveron Management Services, LLC is the Debtors' CRO and financial advisor, and SSG Advisors, LLC is the Debtors' investment banker and financial adviser. INCORA: Judge Sets Christmas Deadline for Disputing Creditors ------------------------------------------------------------- Steven Church of Bloomberg News reports that aerospace supplier Incora will find out by Christmas whether it can exit bankruptcy, after years of disputes among its major creditors. U.S. Bankruptcy Judge Marvin Isgur has set a new deadline for the company’s reorganization. According to the report, Incora's top creditors now have only a few days to settle how the company will operate if Judge Isgur approves its reorganization plan in the coming weeks. The company has delayed requesting a ruling on the plan to allow more time for creditors to resolve their differences through months of private mediation, the report relates. About Incora Incora -- http://www.incora.com/-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. Wesco Aircraft Holdings, Inc., doing business as Incora, and 43 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 23-90611) on June 1, 2023. Wesco Aircraft estimated assets and debt of $1 billion to $10 billion as of the bankruptcy filing. The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as bankruptcy counsels; PJT Partners, Inc. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and conflicts counsel. Kurtzman Carson Consultants, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP and Morrison Foerster, LLP as its counsel; Piper Sandler & Co. as investment banker; and Province, LLC as financial advisor. IRON MOUNTAIN: Moody's Rates New $750MM Sr. Unsecured Notes 'Ba3' ----------------------------------------------------------------- Moody's Ratings assigned a Ba3 rating to Iron Mountain Incorporated's ("Iron Mountain" or "the REIT") proposed $750 million senior unsecured notes. The company's ratings remain unchanged, including the Ba3 Corporate Family Rating. The outlook remains stable. Net proceeds from the proposed $750 million senior unsecured notes will be used to partially pay down borrowings under its senior secured revolver due in 2030, as well as pay related fees and expenses. RATINGS RATIONALE Iron Mountain's Ba3 corporate family rating reflects its leading position in the mature document storage segment, its investment in the growing data center market and diverse portfolio in terms of tenant and geographic mix. The REIT's financial leverage is elevated and will remain so because it will continue to fund its data center projects with debt. However, substantial pre-leasing of the assets under construction mitigates income risk. The REIT's storage business faces long-term risks because of the transition from paper and document storage to digitization of records. Its diversification into data centers provides new storage solutions to its current customers and opportunities to expand the customer base. The stable outlook reflects Moody's expectation that Iron Mountain's operating performance will remain strong, and the REIT will maintain its prudent approach to growth with significant pre-leasing for properties under development. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Upward ratings movement would be predicated on continued strength in operating performance and leverage-neutral funding of development and acquisitions. Moody's adjusted net debt to EBITDA approaching 5.5x, and maintenance of fixed charge coverage above 3.5x could support an upgrade. The REIT's ratings could be downgraded if operating metrics or profitability weaken, if demand for its data centers weakens or liquidity weakens. Moody's adjusted net debt to EBITDA that remains above 7.0x or fixed charge coverage sustained below 2.5x could lead to a ratings downgrade. Founded in 1951, Iron Mountain (NYSE: IRM) is a REIT primarily engaged in the ownership, management, development and acquisition of secure records storage facilities and data centers. At the end of the third quarter of 2024, Iron Mountain owned or operated approximately 1,400 facilities worldwide and had over 240,000 customers. The principal methodology used in this rating was REITS and Other Commercial Real Estate Firms published in February 2024. ISOLVED INC: S&P Rates Repriced First-Lien Term Loan Due 2030 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to iSolved Inc.'s (B/Stable/--) repriced first-lien term loan due 2030. S&P also assigned its '3' recovery rating, reflecting its expectation for meaningful recovery in the event of default. This repricing transaction is leverage neutral, and will moderately reduce the firm's interest expense, providing additional cushion to free cash flow generation, notwithstanding its high leverage and growth strategy through debt-funded tuck-in acquisitions. The outlook is stable. ISUN INC: Chapter 11 Plan Omitted Unpaid Salary, Ex-CEO Says ------------------------------------------------------------ Rick Archer of Law360 reports that the ex-CEO of solar power company iSun is asking a Delaware bankruptcy judge to dismiss the company's proposed Chapter 11 plan, arguing that it does not account for the payment of priority claims, including his unpaid deferred salary. About iSun Inc. iSun, Inc. (doing business as iSun) is a provider of solar energy services and infrastructure. Its services include solar, storage and electric vehicle infrastructure, design, development and professional services, engineering, procurement, installation, O&M and storage. iSun 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 chief executive officer, iSun disclosed as much as $50,000 in assets and liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped Gellert Seitz Busenkell & Brown, LLC as general reorganization counsel; and England & Company as investment banker and advisor. EPIQ Corporate Restructuring, LLC is the Debtors' claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Seward & Kissel, LLP, Benesch, Friedlander, Coplan & Aronoff, LLP and Dundon Advisers, LLC serve as the committee's bankruptcy counsel, Delaware counsel and financial advisor, respectively. IYS VENTURES: Hires Sargent Consulting as Damage Expert ------------------------------------------------------- IYS Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Sargent Consulting Group, LLC as damage expert. The firm will provide expert testimony to prove and provide evidence of the damages the Debtor has incurred and suffered as a result of the allegations in relation to the two adversary complaints against CrossAmerica Partners, LP, under Case numbers 23-ap-352 and 24-ap-00088 which are pending before the Bankruptcy Court. The firm will be paid a retainer in the amount of $25,000. J. Bradley Sargent, a partner at Sargent Consulting 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: J. Bradley Sargent Sargent Consulting Group, LLC 9550 Bormet Dr. Mokena, IL 60448 Tel: (708) 390-7400 About IYS Ventures, LLC IYS Ventures, LLC leases, owns and operates gas stations in Illinois, Minnesota, Michigan, Indiana, Ohio, South Dakota, Virginia, Wisconsin, and Louisiana. The Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06782) on May 23, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Muwafak Rizek, manager and member, signed the petition. Judge David D. Cleary oversees the case. Gregory K. Stern, P.C. is the Debtor's legal counsel. IYS VENTURES: Updates Unsecured Claims Pay Details; Amends Plan --------------------------------------------------------------- IYS Ventures LLC submitted a Second Amended Disclosure Statement to Second Amended Plan of Reorganization. The Debtor's Second Amended Plan of Reorganization provides for distribution to the holders of allowed claims and interests from cash, cash equivalents and other funds and income derived from i) the continued operations of the Leased Stations, ii) post confirmation loan of $800,000.00 to the Reorganized Debtor and IYS Ventures, LLC Creditor Trust to fund distributions to allowed Class 5 general unsecured non-priority claims, iii) the Net Proceeds of Litigation Claims including the PMPA Adversary and CAP Adversary, and iv) the monetization and sale of the Reorganized Debtor's equity membership interests upon completion of all plan payments. The Reorganized Debtor and IYS Ventures LLC Creditors Trust's post-confirmation loan (the "New Credit Facility") in the total amount of $800,000.00 from Saed Awadallah or his affiliates, assignees or nominees will be utilized solely to fund distributions of $400,000.00 on the Effective Date of the Plan and $400,000.00 one hundred and eighty days after the Effective Date of the Plan to allowed Class 5 general non-priority unsecured claims. The $800,000.00 Post Confirmation New Credit Facility shall be documented by loan documents including but not limited to a Promissory Note and Security Agreement secured by the assets and equity membership interests of the Reorganized Debtor held by the IYS Ventures LLC Creditors Trust. The New Credit Facility loan shall be repaid as follows: commencing in the month following receipt and distribution of the first installment of the loan, the Reorganized Debtor shall make periodic monthly payments of interest only at the rate of ten percent per annum until the second distribution of $400,000.00 is made, after which date the Reorganized Debtor shall make monthly payments of principal and interest amortized over a term of years not to exceed ten years with interest at the rate of ten percent per annum. In addition to certain remedies in the event of default, including the right to foreclosure security interests, the Promissory Note and Security Agreement contain provisions and terms allowing the conversion of the $800,000.00 New Credit Facility to the equity membership interests in the Reorganized Debtor at the election of the Debtor or the Lender. If the New Credit Facility Promissory Note is converted to equity membership interests in the Reorganized Debtor there will be no further monetization or sale of the Reorganized Debtor's equity membership interests upon completion of all plan payments. Class 5 General Non-Priority Unsecured Claims. Class 5 Claims including the non-priority unsecured portion of Priority and Priority Tax Claims, Class 1, Class 2 Claims, and Class 4(a) Claims, and excluding claims for penalties and punitive damages which shall receive no distributions under the Plan, shall be paid pro rata distributions of deferred cash payments aggregating $800,000.00 by the Reorganized Debtor and IYS Ventures LLC Creditors Trust payable in two distributions of $400,000.00 each, with the first payment on the Effective Date and the second 180 days following the Effective Date. Additionally, the Class 5 Claims will be paid annual pro rata distributions of all Net Litigation Proceeds resulting from recovery of Litigation Claims including the PMPA Adversary, the CAP Adversary and the monetization and sale of the Reorganized Debtor's equity membership interests upon completion of all plan payments. Class 5 Claims are impaired under the Plan. Under the Plan, the Debtor is proposing to repay general non priority unsecured creditors holding Class 5 Claims from sources, being (i) $800,000.00 from a Post Confirmation New Credit Facility loan to the Reorganized Debtor and IYS Ventures LLC Creditors Trust in two payments of $400,000.00 each. The first $400,000.00 to be paid on the Effective Date and the second $400,000.00 to be paid six months following the Effective Date. Additionally, general non-priority unsecured creditors holding Class 5 Claims shall receive pro-rata distributions of the Net Proceeds of Litigation Claims, including the PMPA Adversary and CAP Adversary, and the monetization and sale of the Reorganized Debtor's equity membership interests upon completion of all plan payments. CrossAmerica Partners, LP ("CAP") filed a Plan of Liquidation (the "Competing Plan") and Disclosure Statement. The Debtor's belief that the CAP Competing Plan is not in the best interest of creditors is clearly evidenced by the disparate treatment of unsecured creditors in the competing plans. Whereas CAP's Plan of Liquidation proposes distributions to unsecured creditors in the total amount of $100,000.00, IYS Ventures, LLC's Second Amended Plan of Reorganization proposes and pledges distributions by the IYS Ventures, LLC Creditors Trust, to be administered by Matthew Brash as Trustee, to unsecured creditors of $800,000.00 plus all Net Litigation Proceeds resulting from recovery of Litigation Claims which are reasonably estimated to be in excess of $1,000,000.00, and which CAP proposes to be released for absolutely no consideration whatsoever. In addition, $100,000.00 proposed by CAP's Plan of Liquidation compared to $800,000.00 proposed by IYS Ventures, LLC's Second Amended Plan of Reorganization, the first $400,000.00 on the Effective Date and the second $400,000.00 six months following the Effective Date. The choice of which of the competing plans is in the best interest of creditors is obvious and not open or subject to reasonable disagreement or dispute. Clearly the Debtor's Second Amended Plan of Reorganization is in the best interests of creditors. A full-text copy of the Second Amended Disclosure Statement dated November 7, 2024 is available at https://urlcurt.com/u?l=ZcMhH7 from PacerMonitor.com at no charge. Attorneys for the Debtor: Gregory K. Stern, Esq. Monica C. O'Brien, Esq. Dennis E. Quaid, Esq. Rachel S. Sandler, Esq. GREGORY K. STERN, P.C. 53 West Jackson Boulevard Suite 1442 Chicago, IL 60604 Tel: (312) 427-1558 About IYS Ventures IYS Ventures LLC leases, owns and operates gas stations located in Illinois, Minnesota, Michigan, Indiana, Ohio, South Dakota, Virginia, Wisconsin, and Louisiana. The Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06782) on May 23, 2023. In the petition filed by Muwafak Rizek, as manager and member, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge David D. Cleary oversees the case. Gregory K. Stern, P.C., is the Debtor's legal counsel. J&K SAI HOSPITALITY: Case Summary & 13 Unsecured Creditors ---------------------------------------------------------- Debtor: J&K SAI Hospitality, LLC 3984 Barrancas Ave Pensacola, FL 32507 Chapter 11 Petition Date: December 5, 2024 Court: United States Bankruptcy Court Northern District of Florida Case No.: 24-31020 Judge: Hon. Karen K Specie Debtor's Counsel: Michael A. Wynn, Esq. WYNN & ASSOCIATES PLLC 430 W. 5th Street Suite 400 Panama City, FL 32401 Tel: (850) 303-7800 Fax: (850) 526-5210 Email: michael@wynnpllc.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Ramesh Patel as registered agent and MGRM. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6EUKZFA/JK_SAI_Hospitality_LLC__flnbke-24-31020__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 13 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Cadence Bank $4,961,134 Edwin G. Rice, Esq. Bradley Arant Boult Cummings LLP 1001 Water St. Ste 1000 Tampa, FL 33602 2. Choice Hotels International $345,221 3. Cotton Commercial USA, Inc. $105,436 C/O James T. Ferrara 7777 Glade Rd Suite 400 Boca Raton, FL 33434 4. Cytranet $0 61 St Joseph Street Suite 502 Mobile, AL 36602 5. Environmental Code Enforcement $0 Enforcement Division Violations 3363 West Park Place Pensacola, FL 32505 6. Escambia County Tax Tourist $7,877 Collector Development 221 Palafox Place Tax Warrant Suite 110 Pensacola, FL 32502 7. Florida Department of Sales and $0 Revenue Use Tax Pensacola Service Center 2205 La Vista Ave Ste B Pensacola, FL 32504 8. Florida Department of Revenue $0 Office of the General Counsel Attn Agency Clerk, Bldg. One 2450 Shumard Oak Blvd Tallahassee, FL 32399-0104 9. Florida Department of Revenue $0 Office of the General Counsel Attn: Agency Clerk PO Box 6668 Tallahassee, FL 32314 10. Knightsbridge Funding Inc $0 7014 13th Ave Ste 20 Brooklyn, NY 11228 11. Meged Funding $0 Group Corp 12 Zeck Court Suffern, NY 10901 12. Stone Mountain Claim of Lien $136,227 Access Systems Inc. 4053 May Street Hillside, IL 60162 13. StopLoss Specialists, LLC $15,222,126 Vedder Price, LLP 600 Brickell Ave, Suite 1500 Miami, FL 33131 JANE STREET: Moody's Assigns 'Ba1' Rating to $1BB Term Loan Upsize ------------------------------------------------------------------ Moody's Ratings said that Jane Street Group, LLC's proposed senior secured term loan B upsize of approximately $1 billion does not affect the existing Ba1 rating of the facility and Moody's have assigned a Ba1 rating to the increased facility. The upsize also does not affect Jane Street's Ba1 long-term issuer rating or the firm's stable outlook. The Baa3 long-term issuer ratings and stable outlooks of Jane Street Capital, LLC, Jane Street Execution Services, LLC, Jane Street Financial Limited and Jane Street Netherlands B.V. were also unaffected. RATINGS RATIONALE Jane Street's Ba1 issuer rating and stable outlook reflects its strong risk management and governance over its electronic trading activities and surrounding its business growth. Jane Street has a deliberative partnership culture that enables it to maintain and strengthen credit positive cultural attributes with a focus on risk awareness. Also, key executives maintain ownership stakes and a high level of involvement in managing the firm. The rating also incorporates Jane Street's resilient balance sheet - characterized by a strong equity capital base, modest leverage, rapidly turning positions, tactical use of crash protection and prudent liquidity. These strengths help mitigate the credit, market, liquidity and operational risks inherent to Jane Street's business model. These include navigating rapid shifts in market sentiment - due either to losses at Jane Street or elsewhere - that erode market liquidity and counterparty confidence. Moreover, the intensely competitive nature of technology driven market-making dictates that Jane Street continually stay at the forefront in terms of trading technology, risk controls and retaining intellectual capital, otherwise its franchise may erode and it's creditworthiness could deteriorate. The $1 billion upsize brings the balance of Jane Street's senior secured term loan to around $4.2 billion and extends the maturity of the loan from January 2028 to December 2031 which is credit positive. Jane Street plans to use the incremental proceeds to increase its trading capital and for general corporate purposes. Jane Street continues to have approximately $3.15 billion in senior secured notes due between November 2029 and November 2032 which rank pari-passu with the senior secured term loan. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING FACTORS THAT COULD LEAD TO AN UPGRADE Continued growth in market share across a broad set of asset classes while diversifying revenue through the development of lower-risk and profitable business activities. Substantial reduction of trading capital mix in less-liquid and higher-risk assets Demonstration of the firm's ability to manage its expansion in size and complexity while retaining its deliberative risk management and partnership culture FACTORS THAT COULD LEAD TO A DOWNGRADE Jane Street's ratings could be downgraded should it increase its risk appetite or suffer from a significant risk management or operational failure; experience adverse changes in corporate culture or management quality; experience a substantial and sustained decline in profitability caused by changes in the market or regulatory environment; increase its capital distributions in a manner that is not commensurate with its historic trends; or change its funding mix to a significantly heavier weighting towards long-term debt and away from equity resulting in a substantial increase in its balance sheet leverage. The principal methodology used in this rating was Securities Industry Market Makers published in June 2024. JM CARTER: Case Summary & 15 Unsecured Creditors ------------------------------------------------ Debtor: JM Carter Plumbing, Inc. d/b/a North Texas Custom Plumbing 407 N. Preston Rd. Gunter TX 75058 Business Description: The Debtor specializes in plumbing repairs & water heater installations. Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-33983 Judge: Hon. Michelle V Larson Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Tel: (972) 503-4033 E-mail: joyce@joycelindauer.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Josh Rathbone as president. A copy of the Debtor's list of 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3OB5A7Y/JM_Carter_Plumbing_Inc__txnbke-24-33983__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3B2ZPHQ/JM_Carter_Plumbing_Inc__txnbke-24-33983__0001.0.pdf?mcid=tGE4TAMA JO ON THE GO: Hires L. Laramie Henry as Attorney ------------------------------------------------ Jo On The Go, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ L. Laramie Henry as attorney. The firm will give the Debtor legal advice with respect to the Debtor' business and management to the Debtor' property and to perform all legal services for the debtor-in-possession which may be necessary herein. The firm will be paid at these rates: Attorney $350 per hour Paralegal $75 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. L. Laramie Henry, 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: L. Laramie Henry, Esq. L. Laramie Henry Attorney at Law 1227 MacArthur Dr. Alexandria, LA 71303 Tel: (318) 445-6000 Email: Info@Henry-Law.com About Jo On The Go, LLC Jo on the Go, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 24-80696) on November 11, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Stephen D. Wheelis presides over the case. L. Laramie Henry, Esq., represents the Debtor as legal counsel. KAL FREIGHT: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Kal Freight Inc. (Lead Case) 24-90614 10156 Live Oak Ave. Fontana, CA 92335 Kal Aviation LLC 24-90615 Kal Partz Inc. 24-90616 Kal Trailers & Leasing Inc. 24-90617 KVL Tires Inc. 24-90618 Business Description: The Debtors were founded in 2014 with just six trucks and have grown into an integrated transportation and logistics business. The Debtors provide exceptional and cost- effective hauling and other logistics solutions to their customers and serve as a "one-stop shop" for independent owner- operators in the trucking industry. The KAL Group is engaged in four primary business lines focused on the United States trucking and logistics industries, generally organized into (i) KAL Freight; (ii) KAL Partz; (iii) KAL Trailers; and (iv) KVL Tires. Chapter 11 Petition Date: December 5, 2024 Court: United States Bankruptcy Court Southern District of Texas Judge: Hon. Christopher M Lopez Debtors' Bankruptcy Counsel: Teddy M. Kapur, Esq. Steven W. Golden, Esq. Benjamin L. Wallen, Esq. PACHULSKI STANG ZIEHL & JONES LLP 700 Louisiana Street, Suite 4500 Houston, TX 77002 Tel: (713) 691-9385 Fax: (713) 691-9407 Email: tkapur@pszjlaw.com sgolden@pszjlaw.com bwallen@pszjlaw.com - and - Richard M. Pachulski, Esq. Jeffrey W. Dulberg, Esq. 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 Email: rpachulski@pszjlaw.com jdulberg@pszjlaw.com Debtors' Interim Management Services Provider: DEVELOPMENT SPECIALISTS, INC. Debtors' Claims & Noticing Agent: STRETTO, INC. Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Bradley D. Sharp as chief restructuring officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LDSGR5Q/Kal_Freight_Inc__txsbke-24-90614__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Grant Thornton LLP Professional Undetermined 170 N. Clark Street Services Suite 200 Chicago, IL 60601 Jess R. Bressi Tel: 949-241-8967 Email: jess.bressi@dentons.com Dentons US LLP Jess R. Bressi, Esq. 4675 MacArthur Court Suite 12250 Newport Beach, CA 92660 2. CIMC Reefer Trailer Inc. Inventory $12,732,893 717 East Quarry Road Monon IN 47959 Jeff Gagnon Tel: 951.656.3402 Email: gagnon.cimc@gmail.com 3. Shayla S. Davis Litigation $3,000,000 Cain Law Office Anthony Alfonso, Esq. Monty L. Cain, Esq. 10415 Greenrbriar Place Suite A P.O. Box 892098 Oklahoma City, OK-73189 Anthony Alfonso, Esq. Monty L. Cain, Esq. Tel: 405.759.7400 Email: anthony@cainlaw-oks.com monty@cainlaw-okc.com 4. All Solutions Insurance Agency Insurance $1,317,950 22346 Alessandro Blvd. Moreno Valley, CA 92553 Araceli Aguilar Tel: 951.247.2003 Email: commercial@allsolins.com 5. Continental Tire The America Tire Inventory $1,177,017 P.O. Box 745388 Atlanta GA 30374 Todd Currier Tel: 704.491.7885 Email: Todd.Currier@conti-na.com 6. Cargo Solutions Express Inc. Warehousing $953,823 14589 Valley Blvd. Fontana, CA 92335 Tel: 909.350.1644 Email: info@cargosolutionexpress.com 7. Reefer Sales & Service Inventory $471,805 750 Intermodal Drive Brampton ON L6T 0B5 Canada John Sheikh Tel: 905.599.9900 Email: john.sheikh@reefersales.com 8. ZC Rubber America, Inc. Tire Inventory $458,729 663 Brea Canyon Road Suite #4 Walnut CA 91789 Accounting Tel: 909.599.9900 Email: accounting@zcrubberamerica.com 9. Pilot Fuel $458,234 6141 US 127 North Eaton, OH 45320 Sales Tel: 937.456.5303 Email: sales@pilottravelcenters.com 10. Sumitomo Rubber North America Tire Inventory $427,696 8656 Haven Ave. Rancho Cucamonga, CA 91730 D. Leal Tel: 909.694.3114 Email: dleal@srnatire.com 11. Ferentino Tire USA Inc. Tire Inventory $315,031 PO Box 1028 Marco Island FL 34145 Leah Harker Tel: 574 808 9005 Email: LeahHarker@ferentino.com 12. Rexford Industrial Realty LP Rent $314,592 800 N. Haven Ave., Suite 200 Ontario, CA 91764 R. Rodriguez Tel: 424.324.2489 Email: rrodriguez@rexfordindustrial.com 13. Southern Tire Mart Tire Inventory $313,643 Tulare WHS #985 837 Industrial Ave Tulare, CA 93274 Accounting Tel: 559.686.5456 Email: accountstatement@stmtires.com 14. Lucy's Tire, Inc. Tire Inventory $310,799 12940 NW South River Drive Medley, FL 33178 Accounting Tel: 305.593.2028 Email: info@lucystire.com 15. Tyjon Hunter Litigation $250,000 Wilshire Law Firm PLC Alivia Abreu, Esq. 3055 Wilshire Blvd 12th Floor Los Angeles CA 90010 Alivia Abreu, Esq Tel: 213-381-9988 Email: aabreu@wilshirelawfirm.com 16. EFS Fuel $206,729 PO Box 630038 Cincinnati, OH 45263 Support Tel: 888.824.7378 Email: support@firstfleetinc.com 17. Nicholas Cooner Litigation $200,000 The Ventress Firm, P.C. Lisa Ventress, Esq. 1322 Space Park Drive Suite C222 Houston, TX 77058 Lisa Ventress, Esq. Tel: 832.240.4365 Email: lisa@theventressfirm.com 18. Gorachi Inc. Litigation $200,000 Synder Burnett Egerer LLP Christopher M. Cotter, Esq. Stacey Walker, Esq. 5383 Hollister Avenue Suite 240 Santa Barbara CA 93111 Christopher M. Cotter, Esq. Stacey Walker, Esq. Tel: 805.692.2800 Email: ccotter@sbelaw.com swalker@sbelaw.com 19. US Auto Force Tire Inventory $194,128 P.O. Box 31001-3012 Pasadena CA 91110-3012 P. Giordano Tel: 909.801.7091 Email: PGiordano@usventure.com 20. Bridgestone Americas Tires $156,788 PO Box 730026 Dallas TX 75373-0026 Accounting Tel: 512.443.1782 Email: BillingServices@bfusa.com 21. Stoughton Parts Sales, Inc. Parts Inventory $144,526 416 S. Academy Street Stoughton WI 53589 Tel: 800.227.5391 Email: stimailer@stoughtontrailers.com 22. Interstate Batteries Parts Inventory $141,266 3793 Duke Ave. Clovis, CA 93612 Chan Luong Tel: 559.346.1700 Email: chan.long@ibsa.com 23. China Manufactures Alliance LL Tire Inventory $139,669 406 East Huntington Drive Monrovia CA 91016 Lena Lu Tel: 888.226.5250 Email: lena.lu@cmaintl.com 24. Topa Tire Industrial Tire Inventory $124,888 51 McCloskey Rd Hollister CA 95023 Accounting Tel: 209 735 2626 Email: accounting@topatire.com 25. Maxam Tire North America Inc. Tire Inventory $120,176 CL 800088 PO BOX 55008 Boston, MA 02205-5008 Chantal Boganda Tel: 905.595.5558 Email: Chantal.Boganda@sailuntires.com 26. American Tire Distributors Tire Inventory $116,593 PO Box 3145 Huntersville 28070-3145 Rene Liko Tel: 704.992.2000 Email: reneliko@atd.com 27. 3G Sillect Partners, LP Property Rent $104,142 21192 Breton Lane Huntington Beach CA 92646 Jon Gergen Tel: 714.651.7757 email: Johnr@asuassiates.com 28. Donaldson Company Inc. Parts Inventory $103,714 PO Box 207356 Dallas TX 753207356 Kathleen Libett Brian Bedsford Karie Henderson Tel: 1.952.703.4997 Email: kathleen.libett@donaldson.com; brian.beresford@donaldson.com; karie.henderson@donaldson.com 29. Linglong Americas, LLC Tire Inventory $101,689 1484 Medina Road Suite 118 Medina OH 44256 Qian Sun Tel: 330 952 3553 Email: qian_sun@linglong.cn 30. Rush Truck Center Parts Inventory $99,210 Interstate Billing Service Inc. P.O. Box 2208 Decatur AL 35609 J. Guevara Tel: 800.359.1639 Email: guevaraj@rushenterprises.com KAL FREIGHT: Files for Chapter 11 to Restructure Operations ----------------------------------------------------------- Kal Freight Inc., an integrated transportation and logistics business which provides exceptional and cost-effective hauling and other logistics solutions to its customers in the trucking industry, announced that it and certain affiliates have filed voluntary petitions to restructure under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. Kal Freight intends to fund the chapter 11 process with debtor-in-possession financing, which will provide the Company with the necessary liquidity to maintain normal operations while it undertakes certain key operational restructuring initiatives and emerge as a stronger enterprise positioned for long-term success. The Company intends to continue paying its employees in full in the ordinary course, as well as paying its vendors and suppliers in full under normal terms for goods and services provided on or after the filing date. Kal Freight has appointed Bradley D. Sharp of Development Specialists, Inc. to serve as chief restructuring officer during the chapter 11 process. Throughout this process, Kal Freight aims to continue to serve its customers and trade partners and ensure the safety of its employees and fleet operations. The Company will file customary first day motions that, once approved by the Bankruptcy Court, will allow the Company to smoothly transition its business into chapter 11. Court filings and other documents related to the court-supervised process are available at https://cases.stretto.com/KalFreight or by calling the Company's claims agent, Stretto at (855) 933-3437 (toll-free) or (714) 788-8331 (international). Pachulski Stang Ziehl & Jones is acting as the Company's legal counsel and Development Specialists, Inc. is serving as restructuring advisor. About Kal Freight Inc. Established in 2014, Kal Freight Inc. is a highly-dependable trucking company that offers a complete range of transportation and logistics services to diverse industries across the United States. Kal Freight has strategic locations across the United States with extended distribution warehouses and terminals, in Fontana CA, Texas, New Jersey, Indiana, Tennessee, Georgia, Arizona and Arkansas. The Company's core values are built around integrity, resilience, and an unwavering commitment to delivering the best of services. Since its inception, Kal Freight has been the preferred partner of diverse businesses for its fast, reliable, efficient, and final-mile logistics services. KATOMKA ENTERPRISES: Court OKs Interim Use of Cash Collateral ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio granted Katomka Enterprise, LLC interim authorization to use cash collateral to fund operations during its Chapter 11 bankruptcy proceedings. The interim order signed by Judge John Gustafson authorized the company to use the cash collateral of its secured creditors, including the Economic and Community Development Institute and Ohio Dept. of Development (SBA), Square Financial Services/Block Inc. and Thomas Edwards. To protect secured creditors, the court authorized the company to pay $710 per month to the SBA and $2,916.88 per month to Square Financial. It approved monthly payments to Mr. Edwards so that the company can utilize the remaining funds under a Line of Credit Agreement. In addition, the secured creditors were granted replacement liens to the same extent and with the same priority as their pre-bankruptcy liens. The next hearing is set for Jan. 7. About Katomka Enterprises Katomka Enterprises, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-31890) on October 4, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Frederic Schwieg, Esq., at Schwieg Law, serves as Subchapter V trustee. Judge John P. Gustafson oversees the case. Steven L. Diller, Esq., represents the Debtor as legal counsel. KING'S MOVING: Court Approves Interim Use of Cash Collateral ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Kansas granted King's Moving & Storage, Inc. interim authorization to use the cash collateral of its secured creditors, Equity Bank and the U.S. Small Business Administration. The interim order approved the use of cash collateral to fund the company's business operations as outlined in its projected budget, with a 10% variance. As adequate protection, the company was ordered to make a monthly payment of $6,697.56 to Equity Bank and $339 to the SBA. Additionally, both creditors will receive a replacement lien with the same priority as their pre-bankruptcy liens. A final hearing is set for Jan. 15, with objections due by Jan. 7. About King's Moving & Storage King's Moving & Storage, Inc. is primarily engaged in providing local or long-distance specialized freight trucking. It conducts business in Wichita, Kansas. King's Moving & Storage filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case No. 24-10850) on August 30, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. Britt D. King, president of King's Moving & Storage, signed the petition. Judge Mitchell L Herren presides over the case. Nicholas R. Grillot, Esq., at Hinkle Law Firm, LLC represents the Debtor as legal counsel. KINGDOM EMPOWERMENT: Starts Subchapter V Bankruptcy Process ----------------------------------------------------------- On November 29, 2024, Kingdom Empowerment International Ministry filed Chapter 11 protection in the Eastern District of Pennsylvania. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on January 8, 2025 at 10:00 AM at ALTERNATE TELEPHONIC CONFERENCE (For Trustee Use Only). About Kingdom Empowerment International Ministry Kingdom Empowerment International Ministry, doing business as Kingdom Empowerment International Ministries, is a Pennsylvania non-profit corporation. Kingdom Empowerment International Ministry sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-14289) on November 29, 2024. In the petition filed by Margufta Bellevue, as president and chairwoman of the Board, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Patricia M. Mayer handles the case. The Debtor is represented by: Dimitri L. Karapelou, Esq. MUSI, MERKINS, DAUBENBERGER & CLAR, L.L.P. 21 W. Third Street Media, PA 19063 Tel: (610) 891-8806 Email: dlk@mmdlawfirm.com L.A.R.E. PARTNERS: Hires Cristo Law Group LLC as Legal Counsel -------------------------------------------------------------- L.A.R.E. Partners Network Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire Cristo Law Group Llc D/b/a Trevett Cristo as its counsel. The firm will render these services: (a) advise the Debtor regarding its power and duties in the continued operation of its business and management of its property; (b) take necessary action to avoid liens against the Debtor's property; (c) take necessary action to enjoin and stay until final decree herein any attempts by secured creditors to enforce liens upon the Debtor's property; (d) represent the Debtor in any proceedings which may be instituted in this court by creditors or other parties; (e) prepare legal papers; and (f) perform all other legal services for the Debtor. The firm will be paid at these rates: Partners $350 per hour Associates $175 per hour Paralegals $75 per hour The Debtor paid the firm a pre-bankruptcy retainer of $12,000. David Ealy, Esq., a partner at Trevett Cristo, 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 H. Ealy, Esq. Cristo Law Group LLC Two State Street, Suite 1000 Rochester, NY 14614 Tel: (585) 454-2181 Fax: (585) 454-4026 Email: dealy@trevettcristo.com About L.A.R.E. Partners Network Inc. L.A.R.E. Partners Network Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 24-20651) on October 25, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Warren, USBJ presides over the case. David H. Ealy, Esq. at Cristo Law Group Llc D/b/a Trevett Cristo represents the Debtor as counsel. LAB TEST PRODUCTS: Unsecureds Will Get 6% of Claims over 5 Years ---------------------------------------------------------------- Lab Test Products, Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey a Disclosure Statement describing Plan of Reorganization dated November 6, 2024. The Debtor manufactures press pads, grid plates and insulators for the dry-cleaning industry. The Debtor has and still does service notable companies including, but not limited to, Men's Wearhouse, Macy's, Joseph Banks and Brooks Brothers (prebankruptcy) and has done and still does business with companies in Australia, Ireland, England, Panama and Saudi Arabia. The Debtor's business operations (asset purchase only) were purchased as a "turnkey" business from a company which started business operations approximately sixty years ago in Brooklyn, New York (known as Excelsior Belting with one of its brands being "Lab Test") and started operations in Newark, New Jersey. Covid forced the Debtor's business operations to shut down causing the Debtor to struggle to maintain the debt service of loans to JP Morgan Chase and the US Small Business Administration and risked loss of its business operations. This resulted in the Debtor's need to seek bankruptcy protection. The Debtor requires the continued protections of this Court to reorganize, and to emerge from this case with a feasible plan of reorganization. Class 5 consists of General Unsecured Claims. The Debtor, by and through the Disbursing Agent, shall make five equal, annual distributions of $3,000.00 to be paid on a pro rata basis to the allowed Class 5 claim with first distribution on the Effective Date which distributions total $15,000.00 (approximately six percent (6%)). The undisputed unsecured claims total $247,880.37. The Plan will be funded by the Debtor's monthly income, as the Debtor has positive net income to make the required Plan payments, which include the following sources reflected in the Debtor's five-year projections. A full-text copy of the Disclosure Statement dated November 6, 2024 is available at https://urlcurt.com/u?l=ztcMWo from PacerMonitor.com at no charge. Counsel for the Debtor: MIDDLEBROOKS SHAPIRO, P.C. Melinda D. Middlebrooks, Esq. 841 Mountain Ave., Springfield, NJ 07081 Mailing Address: PO Box 1630, Belmar, NJ 07719 (973) 218-6877 Email: middlebrooks@middlebrooksshapiro.com About Lab Test Products Lab Test Products, Inc., manufactures press pads, grid plates and insulators for the dry-cleaning industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-15176) on May 21, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Michael B. Kaplan presides over the case. Melinda D. Middlebrooks, Esq. at MIDDLEBROOKS SHAPIRO, P.C. represents the Debtor as legal counsel. MAPLE BANK: Liquidator Gets Court Approval to Wind-Up Assets ------------------------------------------------------------ KPMG Inc., in its capacity as court appointed liquidator of Maple Bank GmbH aka Maple Bank - Toronto Branch, and its related assets, obtained an order from the Ontario Superior Court of Justice (Commercial List), inter alia, a distribution by the liquidator to the German Insolvency Administrator or or after Dec. 9, 2024, in respect of a person of the estimated surplus of funds, which have been realized from the liquidation and sale of the assets and the business in Canada of Maple Bank by the liquidator. KPMG can be reached at: KPMG Inc. Attn: George Bourikas Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Tel: (416) 777-8887 Email: gbourikas@kpmg.ca MARK A. SCHUSTERMAN: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Mark A. Schusterman, M.D., P.A. 3355 W Alabama St. Houston, TX 77098-1871 Business Description: Mark A. Schusterman is a medical practice specializing in plastic surgery. The Debtor offers individualized care in all phases of plastic surgery rejuvenation for the breast, body, and face as well as non-surgical treatments. Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-35756 Judge: Hon. Jeffrey P Norman Debtor's Counsel: Robert C Lane, Esq. THE LANE LAW FIRM 6200 Savoy Dr Ste 1150 Houston TX 77036-3369 Tel: (713) 595-8200 Fax: (713) 595-8201 E-mail: notifications@lanelaw.com Total Assets: $1,777 Total Liabilities: $1,484,160 The petition was signed by Mark A. Schusterman 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/ICBHXBA/Mark_A_Schusterman_MD_PA__txsbke-24-35756__0001.0.pdf?mcid=tGE4TAMA MEGA BROADBAND: $100MM Dividend Recap No Impact on Moody's B2 CFR ----------------------------------------------------------------- Moody's Ratings says Mega Broadband Investments Intermediate I, LLC's, planned $100 million dividend recapitalization (the transaction) is credit negative. Mega's existing B2 Corporate Family Rating, B2-PD Probability of Default Rating, and its wholly owned subsidiary (through an intermediate holding company) Eagle Broadband Investments, LLC's (Eagle) B2 Senior Secured Bank Credit Facility are unchanged. The outlook is stable. Eagle and co-borrowers Northland Cable Properties, Inc. and Northland Cable Television, Inc. plan to raise $100 million in incremental Term Loan B to fund a distribution to Mega shareholders. The additional debt will increase Mega's consolidated leverage by approximately .6x pro forma for the transaction close (based on management's estimate, assuming approximately $174 million in LTM EBITDA). Moody's estimated the additional debt obligation will increase annualized interest expense by at about 10%, or $7.5 million. Pro forma for the transaction close, Moody's estimate certain credit ratios including gross leverage and retained cash flow to debt (incorporating Moody's standard adjustments) will be slightly outside Moody's tolerances for the B2 rating. However, Moody's believe any downward rating pressure is offset by the planned acquisition of Mega's remaining 55% interest (near year end 2025) by its current 45% owner Cable One, Inc., a stronger Ba3-rated credit. Moody's don't expect the transaction to change the company's maturity profile, or materially change the capital structure or priority of claims. Mega, headquartered in Rye Brook New York, doing business as Vyve Broadband, provides video, high-speed internet and voice services to residential and commercial customers in three rural regions servicing sixteen markets located in the Northwest, Midsouth, and the Southeast. As of September 30 (Q3), the Company passed a total of 673.9 thousand residential homes with approximately 239.4 thousand subscribers including 24.4 thousand video, 201.7 thousand high speed data (HSD), and 13.3 thousand voice. The company also serves about 21 thousand businesses. Revenues for the last twelve months ended (LTM) Q3 were approximately $320.4 million. Mega is majority owned by GTCR LLC ("GTCR"). Cable One, Inc. owns most of the remaining interest, or approximately 45%, and management owns the rest. MERCURY INVESTMENTS: Seeks to Use Cash Collateral Until Jan. 31 --------------------------------------------------------------- Mercury Investments, LLC asked the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral until Jan. 31 next year. The company requires the use of cash collateral to pay operating expenses in accordance with its agreement with MOR Financial Services, Inc. As adequate protection for the use of its cash collateral, MOR will receive monthly contractual payments of $10,000. In addition, MOR is protected by an equity cushion of $1.587 million on Mercury Investments' assets and by the continued operation of the company's multi-family residential building. A court hearing is set for Dec. 18. About Mercury Investments Mercury Investments, LLC, a Los Angeles-based company, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-17177) on September 4, 2024, with $1 million to $10 million in both assets and liabilities. Ruth Ann Isaacs Hamilton, managing member, signed the petition. Judge Sheri Bluebond handles the case. The Debtor is represented by Matthew D. Resnik, Esq., at RHM Law, LLP. MH SUB I: S&P Rates Proposed $2BB First-Lien Term Loan 'B' ---------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to MH Sub I LLC's (d/b/a Internet Brands) proposed $2 billion first-lien term loan. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery of principal in the event of a payment default. The company intends to use the proceeds from this issuance to refinance its existing debt. The stable outlook reflects S&P's expectation that Internet Brands' S&P Global Ratings-adjusted leverage will decline to 6.5x and its free operating cash flow to debt will increase toward 5% in 2025 as it benefits from increasing revenue and contributions from the acquisitions it completed in 2024. MINI MANIA: Seeks Cash Collateral Access Until July 2025 -------------------------------------------------------- Mini Mania, Inc. asked the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, for authority to use cash collateral. The company requires the use of cash collateral to pay operating expenses for the period from Dec. 28, 2024 to July 5, 2025. Although many creditors assert security interests in cash collateral, Mini Mania believes that Bank of America holds the senior lien in cash collateral and likely is the only wholly secured creditor. The company proposed to continue to pay $1,900 monthly to Bank of America, with payment due the first week of each month. Meanwhile, the liens of creditors asserting interests in the estate's cash collateral are adequately protected for at least the following reasons: (i) Mini Mania will continue to operate its business; (ii) operating the business creates additional revenues; (iii) all assets are adequately insured; and (iv) providing replacements lien with the same validity and priority as their pre-bankruptcy liens. A court hearing is set for Dec. 16. About Mini Mania Mini Mania Inc., doing business as Sprintboostersales.com, owns and operates automotive parts, accessories, and tire stores. On the Web: https://minimania.com/ Mini Mania filed Chapter 11 petition (Bankr. E.D. Calif. Case No. 24-22456) on June 4, 2024, with total assets of $1,155,121 and total liabilities of $3,312,513. Jonathan Harvey, president of Mini Mania, signed the petition. Judge Fredrick E. Clement oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation, Inc. and The Patrick Rettig Corporation serve as the Debtor's legal counsel and financial consultant, respectively. MONTICELLO CONSTRUCTION: Seeks 60-Day Extension of Plan Filing -------------------------------------------------------------- Monticello Construction & Real Estate, LLC asked the U.S. Bankruptcy Court for the Southern District of Mississippi to extend its exclusivity period to file disclosure statement and plan for additional sixty days. The Debtor explains that it is required to file its disclosure statement and plan of reorganization on or before November 12, 2024. The Debtor and its counsel have diligently attempted to gather the information necessary to complete the documents and file them in a timely manner. However, because of the extent of the information involved, they have not been able to do so. In addition, the only remaining steps needed to finish the case is to sell the remaining lots. To that end, the Debtor has filed its Motion to Approve Auction and Bidding Procedures to auction two of the remaining lots and its Motion for Authority to Sell Real Outside the Ordinary Course of Business Free and Clear of Liens, Claims and Interests to approve the sale of one of the remaining lots. The Debtor claims that if the two motions are granted, a disclosure statement and plan will not be needed, and the costs of preparation of them can be avoided. Monticello Construction & Real Estate, LLC is represented by: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (607) 427-0048 Facsimile: (607) 427-0050 Email: cmgeno@cmgenolaw.com About Monticello Construction & Real Estate Monticello Construction & Real Estate, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-00872) on April 10, 2024, with up to $10 million in both assets and liabilities. Moe Chowdhury, managing member, signed the petition. Judge Jamie A. Wilson oversees the case. The Law Offices of Craig M. Geno, PLLC, is the Debtor's legal counsel. NEW CENTURY: Seeks to Extend Plan Exclusivity to June 1, 2025 ------------------------------------------------------------- New Century Food Corporation asked the U.S. Bankruptcy Court for the Eastern District of Virginia to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to June 1, 2025, and July 31, 2025, respectively. The Debtor explains that it requires additional time to project how much disposable income it can reasonably expect to generate in the next five years and to formulate a Chapter 11 Plan of Reorganization. In August 2024, Debtor only operated for part of the month and dedicated significant time and energy to retaining use of its cash collateral and avoiding a shutdown of its business. The only other month for which Debtor has filed a monthly operating report is September 2024 when it operated at a gross profit of $31,763.00. However, Debtor had negative cash flow (approximately $5,000.00). The expenses have distorted the Debtor's financial picture and made it unclear what is the best option to maximize creditor recovery under a Chapter 11 Plan at this time. The Debtor claims that extension of the exclusivity period is warranted so that Debtor and the creditors can accumulate more financial data and monitor the performance of the Debtor as well as evaluate all potential options for maximizing creditor recovery. The Debtor asserts that the entry of an order extending the exclusivity period for New Century to file and obtain approval of a plan will benefit all creditors and parties in interest and will likely result in confirmation of a plan within a reasonable time period or dismissal of the case. New Century Food Corp. is represented by: Jonathan B. Vivona, Esq. Vivona Pandurangi PLC 601 King Street, Suite 400 Alexandira, VA 22314 Telephone: (703) 739-1353 Facsimile: (703) 337-0490 Email: jvivona@vpbklaw.com About New Century Food Corp. New Century Food Corp., d/b/a Diet-to-Go, is a diet meal delivery service that provides balanced, freshly prepared, real food for weight loss. New Century Food Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 24-11434) on August 5, 2024. In the petition filed by Hilton Davis, as co-owner, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Bankruptcy Judge Klinette H. Kindred oversees the case. The Debtor is represented by Jonathan B. Vivona, Esq., at VIVONA PANDURANGI, PLC, as counsel. NEW FORTRESS: Moody's Confirms B2 CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Ratings confirmed the B2 corporate family rating and B2-PD probability of default rating of New Fortress Energy Inc. (NFE). Concurrently, Moody's downgraded the company's existing 2025, 2026 and 2029 senior secured notes to B3 from B2, and its senior secured term loan B to B2 from B1, which were previously on review for downgrade, and assigned B2 ratings to new senior secured 2029 notes issued by NFE Financing LLC, an indirect subsidiary of NFE. The SGL-3 Speculative Grade Liquidity rating is unchanged. Moody's assigned a negative outlook to NFE Financing LLC, and the outlook for NFE was changed to negative from ratings under review. RATINGS RATIONALE NFE's B2 CFR reflects Moody's view that financial risks remain high, signified by the company's substantial absolute amount of debt and high leverage, the step up in the cost of capital from recent financings, as well as some volatility in earnings as the company is completing construction of its vertically integrated LNG supply chain. The increased interest burden reduces the company's free cash flow generation and thereby limits its financial flexibility and capacity to reduce its substantial debt in the near term. Higher cost of debt will also make NFE's capital structure less resilient to volatility in its earnings. The company reported $506 million in EBITDA for 9 months of 2024 and targets full year EBITDA of $825-$850 million, implying interest/EBITDA coverage of around 1.2x in 2024. As costs of debt rise in 2025, the improvement in interest coverage will depend on the projected improvement in earnings, as well as the ability to reduce debt, which the company is targeting over the medium term. Growth in EBITDA in 2025-26 will depend on contributions from several new facilities that NFE expects to put in service in Brazil, Mexico and Nicaragua, as well as on strong operational execution and improving utilization of the existing assets. NFE's B2 CFR is underpinned by its significant assets. In 2024, NFE brought into production its first LNG facility in Mexico. The company expects to complete the Barcarena power generation plant in Q4 2024 and to bring into operation a new terminal and power generation facility in Nicaragua in Q1 2025. Finally, NFE reported good progress on construction of the second LNG facility in Mexico, that it expects to bring on stream in 2026. NFE's capital investment peaked in 2023 at $2.8 billion and stood at $1.8 billion at the end of September 2024. The company expects to reduce its capital investment to $815 million in 2025, but is unlikely to generate positive free cash flow next year. In Q4 2024, NFE is completing refinancing transactions that extend its maturity profile and provide further liquidity to support operations. To support the refinancing effort, NFE also suspended dividend payments and issued $400 million in equity in October 2024. NFE entered into a private agreement with some of its noteholders, that provided $1.2 billion in new 12% senior secured 2029 notes to repay in full $875 million 6.75% 2025 senior secured notes and to provide further funds for liquidity. The lenders also agreed to exchange some of the outstanding 6.5% 2026 senior secured notes and 8.75% 2029 senior secured notes into new $1.4 billion 12% senior secured 2029 notes. The new 2029 senior secured notes are rated B2, in line with the CFR and the B2 rating of the senior secured term loan B, as both the new notes and the term loan B, as well as NFE's unrated revolver facilities, benefit from significant security and guarantees packages that provide greater collateral coverage for these instruments, compared to lower collateral coverage on the legacy 2026 and 2029 notes. The ratings on the legacy notes were downgraded to B3, given increased amount of debt supported by their collateral and lack of access to the additional high value collateral made available to holders of the new 2029 notes and the term loan B facility, as well as the lenders under the revolver facilities and term loan A facility (unrated). NFE's liquidity position is supported by the recent $400 million equity placement, as well as placement of new 2029 notes, with some $325 million in proceeds marked for funding corporate activities. At September, 30 2024, NFE reported $91 million in cash and $146 million in restricted cash balances, and had no availability under its $1 billion senior secured revolver facility. The company renegotiated the terms of the facility to extend maturity on $860 million to October 2027 (that will become effective after the completion of the exchange of the notes), with the remaining $140 million scheduled to mature in April 2026. Moody's expect NFE to rely on availability under its committed facilities, including under its $700 million senior secured term loan A facility, to fund its remaining growth capex in 2025. With the repayment of the remaining $875 million in 2025 notes, NFE's next significant maturity will be about $500 million outstanding under its legacy notes maturing in September 2026. NFE's $856 million term loan B facility matures in 2028 and $700 million term loan A will mature in 2027. However, both of these term loan maturities will accelerate to July 2026, in advance of the remaining 2026 secured notes maturities if those notes remain outstanding. The negative outlook on the ratings reflects performance risks on new projects and uncertainty about NFE's ability to consistently generate higher earnings from the existing assets, such that its EBITDA/Interest is sustained above 1.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Failure to improve interest coverage with EBITDA/interest maintained below 1.5x could result in a ratings downgrade. Weaker liquidity or significant negative free cash flow beyond 2025 and or additional borrowing to fund new projects could also drive a ratings downgrade. An upgrade of the ratings depends on NFE reducing financial risks and rebuilding financial flexibility. Growth in earnings and reduction in absolute debt, with EBITDA/interest sustained above 2.5x could support an upgrade. An upgrade will also require NFE to continue to improve its liquidity and manage its refinancing risks more proactively. New Fortress Energy Inc. is a US-listed, high growth energy infrastructure company with liquefaction, regasification and distribution natural gas operations in Puerto Rico, Mexico, Jamaica, Nicaragua and Brazil. The principal methodology used in these ratings was Midstream Energy published in February 2022. NEW YORK'S PREMIER: Gets OK to Use Cash Collateral Until Dec. 20 ---------------------------------------------------------------- New York's Premier Group, LLC received interim approval from the U.S. Bankruptcy Court for the Northern District of New York to use its secured creditors' cash collateral until Dec. 20. The company requires the use of cash collateral to pay employee wages and other operating expenses as well as administrative expenses for the period from Nov. 25 to Dec. 20. The projected expenses for the period total $250,064. To protect secured creditors, the company will make a monthly payment of $1,000 to Torro, LLC, Bluevine, Inc., Channel Partners Capital, LLC, Insta Funding, LLC, Main Street Merchant Services, Inc., Capytal.com, and Quid Holdings. The creditors will also be granted replacement liens on the company's post-petition assets to the same extent and with the sane priority as their pre-bankruptcy liens. The final hearing is set for Dec. 18. About New York's Premier Group New York's Premier Group, LLC is a local contractor in Clifton Park, offering roofing, siding, and window services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-11304) on November 25, 2024, with $991,455 in assets and $1,986,430 in liabilities. Johnathan Vincent, managing member, signed the petition. Michael Boyle, Esq., at Boyle Legal, LLC, represents the Debtor as bankruptcy counsel. NORTH EASTERN INDUSTRIES: Seeks to Use Cash Collateral Until March ------------------------------------------------------------------ North Eastern Industries, Inc. received interim approval from the U.S. Bankruptcy Court for the District of Massachusetts, Central Division to use cash collateral to pay its operating expenses. The court authorized the company to use up to $604,000 in cash collateral, including cash on hand, accounts receivable, and inventory, through the close of business on March 6, 2025. NU Direction Lending, a secured creditor, was granted a security interest in the company's post-petition assets to the same extent and with the same priority and validity that it held at the time of the company's Chapter 11 filing. In addition, NU Direction Lending will receive monthly payments of $3,700 from North Eastern Industries. The next hearing is scheduled for March 6. About North Eastern Industries North Eastern Industries, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-40824) on August 9, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Elizabeth D. Katz oversees the case. James L. O'Connor, Jr., Esq., at Nickless, Phillips and O'Connor represents the Debtor as legal counsel. NU STYLE: Seeks to Hire Saltzman LLC as Valuation Expert -------------------------------------------------------- Nu Style Landscape & Development seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Saltzman LLC as valuation expert. The firm will prepare a valuation of the Debtor's business to resolve issues raised in the November 11, 2024 Objection filed by the Unsecured Creditors' Committee. Saltzman LLC will be paid at the rate of $450 per hour. The firm will be paid a retainer in the amount of $10,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott Salzman, CPA, CVA, ASA, ABV, MAFF, a partner at Saltzman 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: Scott Salzman, CPA, CVA, ASA, ABV, MAFF Saltzman LLC 5655 S Yosemite St #205 Greenwood Village, CO 80111 Tel: (303) 459-6888 About Nu Style Landscape & Development Nu Style Landscape & Development, LLC, a company in Denver, Colo., filed Chapter 11 petition (Bankr. D. Colo. Case No. 23-14475) on Oct. 2, 2023, with $1 million to $10 million in both assets and liabilities. Michael Moilanen, managing member, signed the petition. Judge Thomas B. McNamara oversees the case. Allen Vellone Wolf Helfrich & Factor, PC, serves as the Debtor's legal counsel. NUO THERAPEUTICS: Reports $578,167 Net Loss in Fiscal Q3 -------------------------------------------------------- Nuo Therapeutics, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $578,167 on $370,951 of total revenue for the three months ended September 30, 2024, compared to a net loss of $790,640 on $232,241 of total revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $1,827,039 on $970,301 of total revenue, compared to a net loss of $2,518,281 on $411,510 of total revenue for the same period in 2023. As of September 30, 2024, the Company had $1,719,103 in total assets, $828,716 in total liabilities, and $890,387 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/4y6w6x4b About NUO Therapeutics Headquartered in Houston, Texas, Nuo Therapeutics, Inc. is a regenerative therapies company focused on developing and marketing products for chronic wound care primarily within the U.S. The Company commercializes innovative cell-based technologies that harness the regenerative capacity of the human body to trigger natural healing. The use of autologous (i.e., from self, the patient's own) biological therapies for tissue repair and regeneration is part of a clinical strategy designed to improve long-term recovery in inherently complex chronic conditions with significant unmet medical needs. Houston, Texas-based Marcum LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 19, 2024, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. For the years ended December 31, 2023 and 2022, the Company had a net loss of approximately $3.2 million in each year. OLYMPIA INVESTMENTS: Hires Horvath & Tremblay DC LLC as Broker -------------------------------------------------------------- Olympia Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Horvath & Tremblay DC LLC as broker. The firm will market and sell the following properties: -- 810 Kennedy Street, NW, Washington DC 20011 (14 units); -- 829 Rock Creek Church Road, NW, Washington, DC 20010 (6 units); -- 1010 G Street, NE, Washington, DC 20002 (14 units); -- 1521 E Street, SE, Washington, DC 20003 (6 units); -- 5400 7 th Street, NW, Washington, DC 20011 (22 units); -- 3901 53 rd Street, Bladensburg, MD 20710 (28 units); -- 8212 Flower Avenue, Takoma Park, MD (20 units); -- 4020 – 4040 Livingston Road, SE, Washington, DC 20032. The firm will be paid at 2.50 percent of the sale price of each Property. 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: Dennis Cravedi Christian Barreiro HORVATH & TREMBLAY DC LLC 4500 East West Hwy, Suite 150 Bethesda, MD 20814 Tel: (781) 776-4000 Fax: (781) 823-0245 About Olympia Investments, Inc. Olympia Investments, Inc., is primarily engaged in renting and leasing real estate properties. Olympia Investments, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No. 24-00158) on May 7, 2024, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Efstratios Tsintolas as president. Stephen A. Metz, Esq. at OFFIT KURMAN, P.A. represents the Debtor as counsel. OLYMPIA INVESTMENTS: Hires Shulman Rogers as Special Counsel ------------------------------------------------------------ Olympia Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Shulman Rogers, P.A. as special counsel. The Debtor needs the firm's legal assistance in connection with a pending appeal (Appeal Case No. 23-CV-0928) filed in the DC Court of Appeals. The firm will be paid at these rates: Glenn Etelson $795 per hour Greg Melus $575 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Glenn Etelson, Esq., a partner at Shulman Rogers, 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: Glenn Etelson, Esq. Shulman Rogers, P.A. 12505 Park Potomac Avenue, 6th Floor Potomac, MD 20854 Tel: (301) 230-5200 About Olympia Investments, Inc. Olympia Investments, Inc., is primarily engaged in renting and leasing real estate properties. Olympia Investments, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No. 24-00158) on May 7, 2024, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Efstratios Tsintolas as president. Stephen A. Metz, Esq. at OFFIT KURMAN, P.A. represents the Debtor as counsel. ORIGINAL MOWBRAY'S: Hires Hilco Valuation Services as Appraiser --------------------------------------------------------------- The Original Mowbray's Tree Service, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Hilco Valuation Services, LLC as machinery and equipment appraiser. The firm will provide these services: a. Each asset will be clearly identified by manufacturer, model number, serial number, year of manufacture, when available, capacity, function and accessories; b. Hilco will photograph the assets within the facility to create an accurate pictorial record of the equipment as of the date of the Appraisal; and c. Building and building related fixtures will be excluded from the Appraisal. The firm will be paid a flat fee of $24,500, plus customary travel expenses. Eric Kaup, a partner at Hilco Valuation 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: Eric Kaup Hilco Real Estate, LLC 5 Revere Drive, Suite 320 Northbrook, IL 60062 Tel: (847) 418-2703 Fax: (847) 897-0826 Email: jazuse@hilcoglobal.com About The Original Mowbray's Tree Service, Inc Original Mowbray's Tree Service Inc., doing business as Mowbray's Tree Service, is a family owned and operated business committed to providing its client-partners with solution to their vegetation management needs. It offers hazard tree mitigation, integrated vegetation management, mechanized tree removal, emergency response, crane services, and green waste & debris management. Original Mowbray's Tree Service sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12674) on Oct. 18, 2024, with $10 million to $50 million in both assets and liabilities. Brian Weiss, chief restructuring officer, signed the petition. Judge Theodor Albert oversees the case. The Debtor tapped Raines Feldman Littrell, LLP as general bankruptcy counsel; Force Ten Partners, LLC as restructuring advisor; and Grobstein Teeple, LLP as financial advisor. PATRIOT TRANSPORT: Hires KRD Ltd. as Ordinary Course Professional ----------------------------------------------------------------- Patriot Transport, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ KRD Ltd as ordinary course professional. The firm's services will be limited to the preparation and filing of state and federal tax returns and advising the Debtor on its ordinary course taxing issues, including the following: a. preparation of tax compliance documents for tax year 2023; and b. preparation of tax documents for tax year 2024 and moving forward. The firm has requested an advance payment retainer of $25,000 to compensate for the tax services for tax year 2023. All other tax services for tax years 2024 will be billed on an hourly basis at the firm's normal and customary hourly rates for work of this nature inside or outside of bankruptcy. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor's schedules identify an unsecured claim held by the firm in the amount of $82,077.31. The firm's records indicate that the unsecured claim is in the amount of $19,426.75. The Debtor believes that the firm's pre-petition claim is not material in comparison with its other general unsecured claims, and does not rise to the level of an adverse interest. However, if necessary the firm is prepared to waive its pre-petition claim against the Debtor's estate. Mark Mirsky, Esq., a partner at KRD LTD, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark Mirsky, Esq. KRD LTD 35 East Wacker Drive, Suite 690 Chicago, IL 60601 Tel: (312) 201-6450 About Patriot Transport Patriot Transport, Inc., a trucking company in Carol Stream, Ill., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07407) on May 17, 2024, with up to $10 million in assets and up to $50 million in liabilities. Igor Terletsky, president, signed the petition. Judge Timothy A. Barnes presides over the case. John F. Hiltz, Esq., at Leibowitz, Hiltz & Zanzig, LLC represents the Debtor as counsel. PHB 2023: Case Summary & 14 Unsecured Creditors ----------------------------------------------- Debtor: PHB 2023, LLC 3000 Riverchase Galleria, Suite 1770 Birmingham, AL 35244 Business Description: PHB 2023 is part of the residential building construction industry. Chapter 11 Petition Date: December 5, 2024 Court: United States Bankruptcy Court Northern District of Alabama Case No.: 24-03678 Judge: Hon. Tamara O Mitchell Debtor's Counsel: Stephen P. Leara, Esq. SPAIN & GILLON, LLC 505 North 20th Street Suite 1200 The Financial Center Birmingham, AL 35203 Tel: (205) 328-4100 Fax: (205) 324-8866 E-mail: sleara@spain-gillon.com Total Assets: $16,265,505 Total Liabilities: $16,265,517 The petition was signed by Misty M. Glass as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LDHUCMA/PHB_2023_LLC__alnbke-24-03678__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 14 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Acme Brick Company $1 c/o Michael Kelly, Esq. 137 Main Street, Ste 202 Trussville, AL 35173 2. Alabama Kitchen & $1 Bath, Inc. 130 Spectrum Cove Alabaster, AL 35007 3. American Wallzone Supply, LLC $1 2520 Pelham Parkway Pelham, AL 35124 4. Baker & Sons Septic $1 Installations, LLC 6053 Strafford Oaks Drive Sebring, FL 33875 5. Boeschen Heating & Cooling, LLC $1 P.O. Box 1203 Bay Minette, AL 36507 6. Builders FirstSource $1 - Southeast Group c/o Michael Kelly, Esq. 137 Main Street, Ste 202 Trussville, AL 35173 7. Central Florida $1 Insulation, Inc. 4465 U.S. Highway 27 South Sebring, FL 33870 8. Gutter Shield $1 219 Oxmoor Circle, Suite 2 Birmingham, AL 35209 9. Manning Building Supplies $1 3410 Winter Lake Road Lakeland, FL 33803 10. Pantheon Aegis $1 Exteriors, LLC 4400 Bayou Boulevard, Suite 46A Pensacola, FL 32503 11. Prominence Homes, LLC $4,678,209 3000 Riverchase Galleria, Suite 1770 Birmingham, AL 35244 12. S&R Excavating, LLC $1 9210 County Road 88 Pisgah, AL 35765 13. Swift Supply $1 7300 Dolphin Street Daphne, AL 36526 14. Vinyl Systems $1 101 Cotton Row Huntsville, AL 35806 PICCARD PETS: Gets OK to Use Cash Collateral; Sets Feb. 25 Hearing ------------------------------------------------------------------ Piccard Pets Supplies, Corp. received interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, to continue to use its cash collateral. At the hearing held on Dec. 3, the bankruptcy court approved the company's interim use of cash collateral to pay its operating expenses and scheduled the next hearing on Feb. 25 next year. The court previously issued an order allowing Piccard to use its lenders' cash collateral comprised of cash on hand and income from operations to pay up to $49,500 in operating expenses for the period from Oct. 28 to Nov. 28. The lenders are Ameris Bank, Amazon Capital Services, Inc., Fox Business Funding, First Citizens Community Bank, U.S. Small Business Administration, White Road Capital, LLC, Sellers Funding Corp., ODK Capital, LLC, Celtic Bank, and CloudFund, LLC. These lenders were granted replacement liens in all post-petition assets of the company to the same extent and with the same validity and priority as their pre-bankruptcy liens. About Piccard Pets Supplies Piccard Pets Supplies Corp., a company in Jacksonville, Fla., offers pet supplies and medications. Piccard Pets Supplies sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02434) on Aug. 15, 2024, with total assets of $927,465 and total liabilities of $5,323,839. Marlon Martinez, chief executive officer, signed the petition. Judge Henry W. Van Eck oversees the case. The Debtor is represented by Thomas Adam, Esq., at Adam Law Group, PA. PLANET FINANCIAL: Fitch Assigns 'B+(EXP)' IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has assigned Planet Financial Group, LLC (PFG) a 'B+(EXP)' expected Long-Term Issuer Default Rating (IDR). The Rating Outlook is Stable. Fitch has also assigned a 'B(EXP)' rating, Recovery Rating of 'RR5', and Recovery Estimate of 21% to PFG's proposed issuance of $400 million of senior unsecured debt. Proceeds from the issuance will be used for general corporate purposes, including the repayment of secured debt outstanding. The fixed rate of interest and final maturity date will be determined at the time of issuance. Key Rating Drivers Growing Franchise: PFG's expected ratings reflect its modest, but growing franchise as a correspondent and retail lender in the U.S. non-bank residential mortgage space. The ratings also reflect its established role as an agency and government mortgage servicer/sub-servicer, experienced management team, effective servicing systems and technology, appropriate underwriting standards and risk controls and sufficient coverage of interest expense. MSR Valuation Impact on Leverage: The expected ratings are constrained by the highly cyclical nature of the mortgage industry, PFG's more limited scale relative to larger peers, elevated leverage compared to peers and the potential impact on leverage from valuation marks on mortgage servicing rights (MSR). Additional constraints include reliance on secured, short-term wholesale funding, potential servicing advance needs and regulatory scrutiny arising from its exposure to Ginnie Mae (GNMA) loans. Vertically Integrated Lender/Servicer: Formed in 2007, PFG is a vertically integrated national mortgage lender and servicer. As of Sept. 30, 2024, it was the seventh-largest correspondent lender in the U.S. and the 22nd non-bank retail lender, according to Refinitiv. While PFG is well-positioned for growth, Fitch believes competition within the correspondent channel and its smaller scale compared to peers is a rating constraint. PFG is an established GNMA servicer with $96.1 billion in owned and $13.5 billion in third-party servicing. Its MSR exposure has recently grown significantly due to retention from production and bulk portfolio purchases. At 3Q24, MSRs were 247% of equity, compared to the peer average of 172% at YE23. Despite risks from declining mortgage rates, Fitch considers MSR valuation risks manageable due to PFG's conservative hedging strategy and low average coupon, which reduces refinancing risk. Limited Asset Quality Risk: Asset quality risk for PFG is limited as nearly all loans are sold to investors shortly after origination. Delinquencies over 60 days were 3.7% of the portfolio at 3Q24, up slightly from 3.1% at YE23. Generally, mortgages have outperformed other consumer assets over the past year due to strong home equity levels. However, low unemployment and potential macroeconomic stress could increase delinquencies in the medium term. Fitch notes PFG faces potential losses from repurchase or indemnification claims under certain warranty provisions, though recent claims have been manageable. Enhanced Operating Leverage: PFG's pre-tax return on average assets, adjusted for imputed interest and debt cost amortization from variable interest entities (VIEs) and GNMA loans eligible for repurchase, was 1% annualized in 9M24, down from the 2.2% average from 2020-2023. Fitch expects profitability to normalize to the 2%-3% range as the company benefits from enhanced operating leverage and stable cash flow from its growing servicing portfolio, which serves as a natural hedge to the origination business. Higher Leverage: Debt to tangible equity, adjusted for VIEs with noncontrolling interests, was 5.8x at 3Q24, down from 6.1x at YE23. Fitch expects leverage to rise modestly in the near term as origination activity increases with interest rate cuts. Corporate leverage, excluding funding facility balances, was 3.3x at 3Q24, well above the average of 1.5x for rated peers. Given the size of MSRs on the balance sheet, PFG's equity levels are sensitive to the firm's MSR hedging strategy. If the strategy is ineffective, it could significantly impact leverage due to MSR valuation changes. Secured Funding Profile: Consistent with other mortgage companies, PFG's funding profile is predominantly secured, comprising warehouse facilities, an MSR line, and debt secured by property and equipment. Fitch views the proposed issuance of $400 million of senior unsecured debt positively as it would increase unsecured debt to 20.3% of total debt, pro forma, at 3Q24. The issuance would reduce asset encumbrance and enhance PFG's financial flexibility in times of stress. PFG's warehouse facilities typically mature within one year, resulting in increased liquidity and refinancing risk. Although warehouse utilization is currently limited due to lower origination volume, constrained access to bank financing could limit PFG's growth when originations accelerate. Fitch believes extending the funding duration would benefit PFG's funding profile. At 3Q24, committed lines were 51% of total capacity, which compares favorably to Fitch-rated peers. Adequate Liquidity: Fitch views PFG's current liquidity profile as adequate to meet operating needs, potential margin calls and advancing requirements. At 3Q24, liquidity included $70 million in cash and $301 million of borrowing capacity on its MSR line. This availability represented 14.2% of total debt, which is consistent relative to peers. PFG's coverage metrics have been sufficient, with EBITDA to interest coverage averaging 5.2x from 2020-2023, consistent with the peer average. Fitch expects interest coverage to decline moderately in the near term due to the proposed senior unsecured debt issuance, which will incrementally increase corporate interest expenses. Stable Outlook: The Stable Outlook reflects Fitch's expectation that PFG will continue to generate consistent operating cash flows, maintain leverage around 5x, ensure adequate liquidity and reserves to cover advances and margin calls, and sustain adequate coverage of interest expense. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Upon the execution of the senior unsecured debt issuance, Fitch would expect to convert PFG's expected Long-Term IDR to a final IDR. Failure to execute on the unsecured debt issuance could result in the expected ratings being withdrawn or revised down. - PFG's expected IDR could be downgraded by one-notch should the company not access the unsecured debt market, such that unsecured debt accounts for at least 20% of total debt, as this would imply a fully secured funding profile with limited funding flexibility and unencumbered assets. - Beyond this, the ratings are sensitive to sustained gross leverage above 6.5x, or corporate debt to tangible equity sustained above 4x; - An inability to maintain consistent and stable earnings due to the lack of originations and/or negative marks on the MSR portfolio; - Failure to maintain sufficient liquidity to manage servicer advances, meet margin call requirements, service debt, or fund originations; - Inability to refinance secured corporate debt or funding facilities; - Lack of appropriate staffing and resource levels relative to planned growth; and/or - Increased regulatory scrutiny of the company or industry, or if PFG incurred substantial fines that negatively impact its franchise or operating performance. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued growth of the business that enhances PFG's franchise and scale; - A sustained reduction in gross debt-to-tangible equity below 5x, and corporate leverage below 2x; - Enhanced earnings consistency, with pre-tax ROAA sustained above 3%; - Improvement in funding flexibility, evidenced by additional unsecured debt issuance above 25%; and - An extension in the duration of the funding profile. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The expected unsecured debt rating is one-notch below PFG's Long-Term IDR, given the funding mix and subordination to the secured debt in the capital structure, reflecting weaker recovery prospects in a stress scenario. The expected unsecured debt rating is primarily sensitive to changes in PFG's Long-Term IDR and would be expected to move in tandem. However, a material increase in the proportion of unsecured funding and the size of the unencumbered asset pool could result in a narrowing of the notching between the unsecured debt and the Long-Term IDR. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The expected unsecured debt rating is primarily sensitive to PFG's Long-Term IDR and would be expected to move in tandem. However, a material increase in the proportion of unsecured funding and the size of the unencumbered asset pool could result in a narrowing of the notching between the unsecured debt and the Long-Term IDR. ADJUSTMENTS - The Standalone Credit Profile (SCP) has been assigned in line with the implied SCP. - The Business Profile score has been assigned below the implied score due to the following adjustment reason(s): Market position (negative). - The Asset Quality score has been assigned below the implied score due to the following adjustment reason(s): Risk profile and business model (negative). - The Earnings & Profitability score has been assigned below the implied score due to the following adjustment reason(s): Historical and future metrics (negative). - The Capitalization & Leverage score has been assigned below the implied score due to the following adjustment reason(s): Profitability, pay-outs and growth (negative). - The Funding, Liquidity & Coverage score has been assigned below the implied score due to the following adjustment reason(s): Funding flexibility (negative). ESG Considerations PFG has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy, and Data Security due to its exposure to compliance risks including fair lending practices, debt collection practices, and consumer data protection, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG relevance scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Planet Financial Group, LLC LT IDR B+(EXP) Expected Rating senior unsecured LT B(EXP) Expected Rating RR5 PLANET FINANCIAL: Moody's Assigns 'B2' CFR, Outlook Stable ---------------------------------------------------------- Moody's Ratings has assigned a Caa1 rating to Planet Financial Group, LLC (PFG)'s new $400 million backed senior unsecured notes due in 2029. PFG is the parent company of Planet Home Lending, LLC (Planet Home). Moody's also assigned a B2 corporate family rating to PFG, withdrew Planet Home's B2 CFR, and affirmed Planet Home's B1 senior secured first-lien bank credit facility ratings. Moody's assigned a stable outlook to PFG, and Planet Home's outlook remains stable. RATINGS RATIONALE PFG's B2 CFR reflects the company's solid profitability despite the tough conditions for residential mortgage lenders, and its growing franchise in the US residential mortgage market. In Q2 2024, the company was the 22nd largest mortgage originator and the fifth largest correspondent originator. Planet Home's core profitability as measured by net income to total managed assets was solid at 1.7% in the first six months (annualized) of 2024, an improvement from 0.3% in 2022 when mortgage rates began to rise and origination volume fell sharply. Earnings have been supported by the company's growing mortgage servicing rights (MSR) portfolio, active hedging strategy, and higher correspondent seller base in a difficult mortgage market. Moody's expect that total mortgage originations will modestly increase in 2025 as mortgage rates start to decline, and PFG's profitability will benefit from its strengthened franchise. PFG grew very rapidly from 2018 to 2020, when the company started to focus on growing its correspondent platform and reach scale for it servicing assets. Since then, the pace of growth has slowed as the company acquired origination channels and servicing assets that should produce stable cash flows in different interest rate environments. A key credit challenge for PFG is its low capitalization, as measured by tangible common equity to adjusted tangible managed assets (excluding Government National Mortgage Association [GNMA] delinquent loans from the denominator). Although the company's capital ratio improved to 12.0% as of June 30, 2024 from 11.0% as of year-end of 2022, it remains weaker than most rated peers. The lower capitalization is driven by continued debt-financed acquisitions of MSRs and higher seasonal usage of warehouse lines to fund mortgage originations. PFG remains highly reliant on secured financing arrangements, which encumber its balance sheet and constrain its liquidity. Moody's expect the company's capitalization to modestly decline over the next several quarters as origination volumes pick up following further rate cuts by the Federal Reserve, but to remain above 10%. The B1 senior secured bank credit facility rating is one notch higher than the B2 CFR, reflecting the senior secured term loan's first-lien priority interest in the company's GNMA MSRs. The Caa1 senior unsecured notes rating reflects the weaker asset coverage and priority of claim. The stable outlook reflects Moody's expectation that the company will maintain its leverage as well as modest profitability over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS PFG's ratings could be upgraded if the company materially improves its capitalization, such as a sustained increase in its tangible common equity to tangible managed assets to above 17.5%, reduces its reliance on secured MSR facilities, and maintains its solid profitability. PFG's ratings could be downgraded if the company's capitalization, as measured by tangible common equity to tangible managed assets, declines to and remains below 10%. The ratings could also be downgraded if profitability deteriorates whereby net income to total managed assets falls and is expected to remain below 1.0% for an extended period, or if liquidity weakens. The principal methodology used in these ratings was Finance Companies published in July 2024. PLANTING HOPE: Argo Tea Parent Co. Seeks Chapter 7 Bankruptcy ------------------------------------------------------------- Ally Marotti of Crain's Chicago Business reports that Planting Hope, a Chicago-based sustainable food and beverage company known for its sesame milk, has filed for Chapter 7 bankruptcy. The filing, submitted on November 25, 2024, in Chicago federal bankruptcy court, estimates the company's assets at less than $50,000, with liabilities between $10 million and $50 million. Founded eight years ago, Planting Hope gained recognition for eco-conscious products like sesame milk, made from repurposed sesame seed pulp, and RightRice, a high-protein, high-fiber alternative to white rice. Its sesame milk was touted as a sustainable replacement for almond milk, requiring less water and resisting pests naturally. The bankruptcy follows Planting Hope's acquisition of Argo Tea assets 16 months earlier, an effort to rejuvenate the Chicago-based tea brand. At its peak, Argo Tea operated 50 cafes and sold bottled teas nationwide. Planting Hope acquired licenses for Argo's eight remaining campus-based cafes, using the venues to introduce its sesame milk products to college menus, according to report. Despite these efforts, Planting Hope's revenue declined from $12.2 million in 2022 to $9.9 million in 2023, dropping further to $925,000 in 2024 before the filing. Co-founder Julia Stamberger exited the company in June, and neither she nor the company's legal team has provided comment on the bankruptcy, the report states. According to Crain's Chicago Business, Argo Tea, established in 2003 by two Armenian entrepreneurs, faced its own financial struggles before Golden Fleece Beverages acquired it in 2020. Golden Fleece, co-founded by former Walgreens CEO Greg Wasson, shifted Argo's focus to licensed cafes and bottled teas but filed for Chapter 11 bankruptcy in 2021 due to the pandemic and earlier financial challenges. Planting Hope acquired Argo's assets in 2022 through a $1 million shareholder-financed loan, with plans to expand Argo's presence in Chicago. However, the company was unable to sustain operations, leading to its liquidation. About Planting Hope Brands Planting Hope Brands is a Chicago-based sustainable food and beverage company known for its sesame milk. Planting Hope sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-17683) on November 25, 2024. Honorable Bankruptcy Judge Jacqueline P. Cox handles the case. David K Welch of Burke, Warren, Mackay & Serritella, P.C. represents the Debtor. PLUMBING CO: Case Summary & 10 Unsecured Creditors -------------------------------------------------- Debtor: The Plumbing Co., Inc. 1060 Holland Ave., Suite B Clovis CA 93612 Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-33984 Judge: Hon. Michelle V Larson Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas tX 75202 Tel: (972) 503-4033 E-mail: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Josh Rathbone as president. A copy of the Debtor's list of 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5V5HOPA/The_Plumbing_Co_Inc__txnbke-24-33984__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7AVBAVI/The_Plumbing_Co_Inc__txnbke-24-33984__0001.0.pdf?mcid=tGE4TAMA PMHC II INC: Moody's Affirms 'B3' CFR, Outlook Remains Stable ------------------------------------------------------------- Moody's Ratings affirmed the B3 Corporate Family Rating of PMHC II, Inc. (d/b/a Vibrantz Technologies Inc.) and its B3-PD Probability of Default Rating (PD. Moody's also affirmed the B3 ratings on both the $325 million backed senior secured first lien revolving credit facility due 2027 and $2.445 billion backed senior secured first lien term loan due 2029 as well as the Caa2 rating on the $756 million senior unsecured notes due 2030. The rating outlook remains stable. RATINGS RATIONALE The B3 rating reflects the company's weak credit metrics and exposure to the cyclical end markets such as building and construction, durable goods and appliances, industrial, battery and electronics and automotive. Vibrantz Technologies Inc., formed through the combination of Prince International Corporation, Ferro Corporation and ASP Chromaflo Holdings, LP, had leverage of 11.4x on a Moody's adjusted basis in the twelve months ended September 2024 or 8.4x pro forma for $36.5 million of unrealized synergies and $75 million of one time synergy implementation and merger costs. Leverage has been higher than the downgrade trigger since the company was formed in 2022, as benefits of integration were offset by weakness in the company's end markets and resulted in weaker than expected earnings and cash flows. Volumes and revenues weakened in the first nine months of the year but adjusted earnings showed growth year-on-year in the third quarter. Moody's are assuming modest volume growth in 2025, which together with completed restructuring initiatives would help leverage to trend toward mid 7x in 2025. High restructuring costs, although projected to decline in 2025, depress already weak cash flow due to the levered balance sheet and high interest costs. This is the major constraining factor for the rating and any deterioration of liquidity would lead to change of outlook or rating. However, the scale, currently adequate liquidity and long-term debt maturity profile support the rating. The rating also benefits from the company's large asset base, a broad range of product offerings, diverse end markets and completed restructuring. Vibrantz's nearly 20% EBITDA margin reflects its core competencies in particle engineering, color solutions, ceramic and glass coatings. The company has a large customer base and global footprints. Furthermore, Vibrantz participates in several higher growth potential end markets including EVs, the Internet of Things (IoT) and semiconductors, however these markets are currently experiencing some headwinds. LIQUIDITY Vibrantz has adequate liquidity with available cash of $49 million on the balance sheet and about $165 million of availability under a $325 million revolving credit facility as of September 30, 2024. The company is projected to generate minimal free cash flow in 2025. The $325 million revolving credit facility due in April 2027 contains a springing first lien leverage ratio covenant of 7.2x, once outstanding borrowings exceed 35% at the end of the quarter. The credit agreement allows for adding run-rate synergies to EBITDA in the calculation of first lien leverage ratio. The company was in compliance with the covenant at the end of September with the first lien net leverage of 5.5x. The company also has $140 million asset-securitization facility and a EURO 10 million securitization facility, the majority of which was drawn at the end of September. There are no near-term maturities and amortization payments of about $24.4 million per year. The credit facility is secured by substantially all domestic assets and the pledge of stock on foreign assets leaving some alternative liquidity. STRUCTURAL CONSIDERATIONS The B3 rating on the company's senior secured credit facilities, consisting of a $325 million revolving credit facility due in April 2027 and $2.445 billion senior secured term loan due in April 2029, equivalent to the B3 CFR, reflects the priority interest in substantially all of the company's domestic assets. The Caa2 rating on the $756 million senior unsecured notes due in February 2030 consider the preponderance of secured debt in the capital structure with priority ranking that weakens recovery prospects in the event of a default. The stable outlook assumes that Vibrantz will reduce cash restructuring costs in 2025 and demonstrate volume and earnings growth that will support deleveraging over the next 12 months toward mid 7x. Moody's could change the outlook to negative if volumes fail to rebound in 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if adjusted Debt/EBITDA improves below 5.5x, the company is able to successfully integrate operations and deliver the cost synergies and free cash flow-to-debt (FCF/Debt) is above 10% for a sustained period. Moody's would likely downgrade the ratings if earnings decline in 2025 and the company fails to improve Debt/EBITDA toward mid 7x. Moody's would also downgrade the rating if liquidity deteriorates. The ratings could also be downgraded if the company completes a large debt-financed acquisition or shareholder return. Vibrantz Technologies Inc. headquartered in Houston, TX, is a manufacturer of mineral-based specialty additives, pigments and colorants, functional ingredients for specialty coatings and glass and porcelain enamels. The company specializes in manganese, chromium, iron oxide, lithium, cobalt and zircon based products and serves a wide range of end markets including building & construction, electronics, industrial applications and the transportation sector. Vibrantz operates in three business segments: Advanced Materials, Colors Solutions and Performance Coatings. Vibrantz is owned by private equity sponsor, American Securities. The company was formed as a result of a merger between two portfolio companies owned by American Securities and an acquisition of Ferro Corporation in April 2022. American Securities has owned the legacy Prince International Corporation business since 2018 and the legacy Chromaflo business since 2016. Vibrantz generated revenues of approximately $1.8 billion in the twelve months ended September 2024. The principal methodology used in these ratings was Chemicals published in October 2023. POTTSVILLE OPERATIONS: Hires Meridian Capital Group as Broker ------------------------------------------------------------- Pottsville Operations, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Meridian Capital Group, LLC as broker. The firm will prepare a marketing brochure, offering package or similar marketing materials to prospective purchasers based on documentation and information provided by Care Pavilion Debtors, and solicit offers to purchase some or all of the Care Pavilion Debtors' assets. The firm will be paid at these rates: a. Commission. Meridian's commission in connection with a sale, transfer or joint venture of the Property shall be equal to $200,000, provided, that in the event the gross sales price exceeds the prospective stalking horse bid, the Commission shall equal one percent (1.0%) of the gross sales price (e.g., without deduction for closing expenses, adjustments or costs of any kind). The Commission shall be deemed earned upon the execution of a contract of sale (or other similar agreement) for the Property and shall be due and payable at closing. Meridian, in all events, shall be entitled to the Commission so long as Owner signs a written agreement for the sale of the Property during either the Exclusive Period or Tail Period, whether or not the Owner utilizes Meridian's services, even if the closing does not occur until after the expiration or termination thereof. b. Expenses. Meridian shall prepare a marketing brochure, offering package or similar marketing materials ("Marketing Materials") for distribution to prospective purchasers based on documentation and information provided by Owner at its own expense. Peter Leung, a Managing partner at Meridian Capital 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: Peter Leung Meridian Capital Group, LLC 1 Battery Park Plaza, 26th Floor, New York, NY 10004 Tel: (212) 972-3600 About Pottsville Operations, LLC Pottsville Operations LLC and its affiliates own and operates six skilled nursing facilities in Pennsylvania. Collectively, Pottsville has 925 beds across the six facilities, and 759 residents currently at the Facilities as of the Petition Date. Pottsville acquired the facilities in May of 2021. Pottsville Operations LLC and its 10 affiliates sought relief under sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 24-70418) on Oct. 15, 2024. In the petition signed by Neil Luria, as chief restructuring officer, Pottsville reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Bankruptcy Judge Jeffery A Deller handles the cases. The Debtors tapped Baker & Hostetler, LLP as general bankruptcy counsel; and RAaines Feldman Littrell, LLP as local counsel. SOLIC Capital Advisors LLC is serving as financial advisor, and Solic's Neil Luria has been tapped as CRO of the Debtors. Stretto, Inc. is the claims agent. POWERSCHOOL HOLDINGS: S&P Withdraws 'B' Issuer Credit Rating ------------------------------------------------------------ S&P Global Ratings withdrew its 'B' issuer credit rating on PowerSchool Holdings Inc. at the company’s request following its acquisition by Bain Capital and the full repayment of its rated debt. At the same time, S&P withdrew its issue-level ratings on the debt at its subsidiaries--People Admin Inc., Performance Matters LLC, Promachos Holding Inc., and Severin Acquisition LLC. PREMIUM CRANE: Hires Buddy D. Ford P.A. as Attorney --------------------------------------------------- Premium Crane, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A. as attorney. The firm will provide these services: a. analyzing the financial situation, and rendering advice and assistance to the Debtor in determining whether to file a petition under Title 11, United States Code; b. advising the Debtor with regard to the powers and duties of the debtor and as Debtor-in-Possession in the continued operation of the business and management of the property of the estate; c. preparing and filing of the petition, schedules of assets and liabilities, statement of affairs, and other documents required by the Court; d. representing the Debtor at the Section 341 Creditors' meeting; e. giving the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor-in Possession in the continued operation of its business and management of its property; if appropriate; f. advising the Debtor with respect to its responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; g. preparing, on the behalf of your Applicant, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon; h. protecting the interest of the Debtor in all matters pending before the court; i. representing the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. performing all other legal services for Debtor as Debtor-in-Possession which may be necessary herein, and it is necessary for Debtor as Debtor-in-Possession to employ this attorney for such professional services. The firm will be paid at these rates: Attorneys $450 per hour Senior associate $400 per hour Junior associate attorneys $350 per hour Senior paralegal $150 per hour Junior paralegal services $100 per hour The firm was paid a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Buddy D. Ford, Esq., a partner at Buddy D. Ford, 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: Buddy D. Ford, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Email: Buddy@tampaesq.com About Premium Crane, LLC Premium Crane LLC is a limited liability company. Premium Crane LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-07071) on November 27, 2024. In the petition filed by David Anglin, as AMBR, the Debtor reports total assets of $3,041,564 and total liabilities of $3,076,549. Honorable Bankruptcy Judge Roberta A. Colton oversees the case. The Debtor is represented by Buddy D. Ford, Esq., at BUDDY D. FORD, P.A. PROFESSIONAL PROCESS: Gets Final OK to Use Cash Collateral ---------------------------------------------------------- Professional Process Piping, LLC received final approval from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, to use cash collateral in accordance with its budget, with a 10% variance. The budget shows total expenses of $100,545 for November as well as for December. The creditors that may assert a security interest in the cash collateral are Byzfunder NY LLC, Cohn & Gregory, DLP Funding, LLC, Headway Capital, LLC, JRG Funding LLC, Star Capital Group, L.P., United First, LLC, and Corporation Service Company, as representative. As adequate protection, the creditors were granted replacement liens on any cash collateral acquired by the company after its Chapter 11 filing to the same extent and with the same validity and priority as their pre-bankruptcy liens. About Professional Process Piping Professional Process Piping, LLC is a contractor in Spring Hill, Fla. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00114) on January 10, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Jennifer A. Meissner, manager, signed the petition. Judge Roberta A. Colton oversees the case. Kathleen L. DiSanto, Esq., at Bush Ross, PA, represents the Debtor as legal counsel. QLIK PARENT: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has downgraded Project Alpha Intermediate Holdings, Inc.'s $300 million secured revolving credit facility (RCF) and upsized $3.583 billion first-lien secured term loan to 'BB-' with a Recovery Rating of 'RR2' from 'BB'/'RR1'. Fitch has also affirmed Qlik Parent, Inc. and Project Alpha Intermediate Holdings, Inc.'s (collectively dba Qlik Technologies) Long-Term Issuer Default Rating (IDR) at 'B'. The Rating Outlook is Stable. Additionally, Fitch has affirmed the 'CCC+'/'RR6' rating for Qlik's downsized $505 million second-lien secured term loan. Proceeds will be used to pay dividends to existing equity owners. Project Alpha Intermediate Holdings, Inc. is the issuer of debt. The ratings reflect Qlik's Fitch-adjusted EBITDA leverage remaining above 5.5x through 2027, aligning with a 'B' rating. The downgrade of first-lien debt is due to the upsizing of the term loan. Fitch believes Qlik's private equity ownership and growth strategy, including tuck-in acquisitions, may limit deleveraging despite the strong projected FCF generation. Key Rating Drivers Elevated Financial Leverage: Fitch estimates Fitch-adjusted gross leverage will stay above 5.5x through the rating horizon. Given the private equity ownership that is likely to prioritize growth and ROE, Fitch believes accelerated debt repayment is unlikely despite strong FCF generation. Fitch expects capital to be used for acquisitions to accelerate growth or for dividends to equity owners, keeping financial leverage at elevated levels. Industry Tailwind Supports Growth: Qlik's products help enterprise customers analyze large amounts of real-time operational data and convert it into actionable business intelligence. As digitalization of workflows increases across industries, the resultant exponential growth in operational data necessitates advanced analytics and visualization tools. Real-time data analysis and visualization tools can offer actionable business intelligence, enhancing customer's operating performance. High Levels of Revenue Retention: The company transitioned from a perpetual license to a subscription revenue structure, enhancing operating visibility. Subscription revenue grew to over 70% of total revenue in 2023 and over 75% in 1Q24, up from approximately 30% in 2020. Combined with maintenance revenue, recurring revenue has represented over 90% of total revenue since 2021. A gross retention rate above 90% and a net retention rate over 100% provide significant visibility into future revenue streams. Through this transition, Qlik has consistently grown its ARR, reflecting a growing recurring revenue base. Significant Customer Diversification: Qlik's highly diversified customer base of over 30,000 spans industry verticals including pharmaceutical, utilities, financial services, retail, manufacturing and healthcare. Fitch estimates that enterprise customers contribute approximately 60% of Qlik's revenue. This diverse customer base minimizes idiosyncratic risks associated with individual industries and should reduce revenue volatility. Forex Exposure: Approximately 55% of Qlik's revenue is derived from non-U.S. dollars, exposing the company to forex fluctuations, as seen in 2022. Despite adjusting local currency pricing in response to forex fluctuations, the company could experience short-term impacts from the rapidly changing forex environment. Fitch attributes the 2022 operating weakness to a combination of revenue model transition and a strong U.S. dollar. Since then, the company has expanded EBITDA margins above historical levels. Technology Disruption Risk: While Qlik's product portfolio encompasses the entire data lifecycle within its customers' operating environments, the increasing maturity of generative AI could pose potential risk to Qlik's product offerings. However, as Qlik's products are integrated within customers' operating workflows, replacing Qlik with AI may involve significant switching cost. In Fitch's view, such risk may be low in the foreseeable future. M&A Central to Product Strategy: Qlik made a number of acquisitions to expand its technology and product platform. These acquisitions included Podium Data, Attunity, Crunch Data, RoxAI, Knarr, Blendr.io, NodeGraph, Big Squid, Talend, Mozaic Data, and Kyndi. As of 3Q24, the company has successfully executed on synergies that followed the Talend acquisition. Fitch believes M&A remains a central growth strategy to acquire new technologies. Derivation Summary Qlik is a leader in the niche market of mission-critical software solutions for the full data lifecycle. Its products cover data aggregation, analysis, visualization and automated response, typically involving deep integration within customers' workflows. This integration results in a highly sticky customer base due to high switching costs. Qlik's recurring revenue represents over 90% of total revenue and net retention rates have sustained over 100% in recent years. It serves over 30,000 customers in over 100 countries with no meaningful customer concentration. The Business Intelligence & Analytic Tools market and the Analytic Data Management & Integration Platforms market are projected to grow in the high single-digits CAGR. Qlik's strong position within the niche market extends to data, insights, and automation, and should enable it to maintain growth consistent with the industry. Offsetting the secular growth trajectory, Qlik's global revenue generation exposes its operating performance to forex fluctuations. However, this impact should be short term as the company in response can adjust local currency pricing. Qlik's operating environment, market position, recurring revenue, revenue retention and financial structure are consistent with other 'B' rated software peers like Ivanti Software (B/Stable) and Imprivata (B/Stable). Qlik's financial structure is more aggressive than 'B+' enterprise software peers including Qualtrics (B+/Stable) and ConnectWise (B+/Stable). Key Assumptions - Organic revenue growth in the low to mid-single digits; - Fitch-adjusted EBITDA margins expand to the low 40%; - Capex intensity less than 1% of revenue; - Debt repayment limited to mandatory amortization; - Aggregate acquisitions of $300 million through 2027; - No dividend payments from 2025 through 2027. Recovery Analysis Key Recovery Rating Assumptions - The recovery analysis assumes that Qlik would be recognized as a going concern in bankruptcy rather than liquidated; - Fitch has assumed a 10% administrative claim. Going Concern (GC) Approach - Fitch assumed a distress scenario where capital misallocation results in unsustainable capital structure. This could be a result of significant increase in debt for M&A or dividends; - In such an event, Fitch expects Qlik's highly recurring revenue base and profitability to only suffer manageable degradation due to the products' deep integration within its customers' operations. Fitch assumes due to competitive pressures, revenue suffers a 10% reduction resulting in a GC EBITDA of $550 million, approximately 12% lower than the 2025 forecast Fitch-adjusted EBITDA; - Fitch assumes that Qlik will receive going concern recovery multiple of 7.0x. The estimate considers several factors, including the highly recurring nature of the revenue, the high customer retention, the secular growth drivers for the sector, the company's strong FCF generation and the competitive dynamics. The Enterprise Value (EV) multiple is supported by: - The historical bankruptcy case study exit multiples for technology peer companies ranged from 2.6x to 10.8x; - Of these companies, five were in the Software sector: Allen Systems Group, Inc. at 8.4x, Avaya, Inc. at 7.5x in 2023 and 8.1x in 2017, Aspect Software Parent, Inc. at 5.5x, Sungard Availability Services Capital, Inc. at 4.6x, and Riverbed Technology Software at 8.3x; - The highly recurring nature of Qlik's revenue and mission critical nature of the product support the high end of the range; - Fitch arrived at an EV of $3.85 billion. After applying the 10% administrative claim, adjusted EV of $3.47 billion is available for claims by creditors; - The recovery analysis results in first lien recovery of 89% 'BB-'/'RR2' and second lien recovery of 0% 'CCC+'/'RR6'. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to a Positive Rating Action/Upgrade - Fitch's expectation of Fitch-adjusted EBITDA leverage sustaining below 5.5x; - (CFO-capex)/debt ratio sustaining above 7%; - Organic revenue growth sustaining above the high single digits. Factors That Could Individually or Collectively, Lead to a Negative Rating Action/Downgrade - Fitch's expectation of Fitch-adjusted EBITDA leverage sustaining above 7.5x; - (CFO-capex)/debt ratio sustaining below 3%; - Organic revenue growth sustaining near or below 0%. Liquidity and Debt Structure Adequate Liquidity: The company's liquidity is projected to be ample, supported by its FCF generation and an undrawn RCF at end of 2Q24, and readily available cash and cash equivalents. Fitch forecasts Qlik's normalized FCF margins to remain above 10% supported by Fitch-adjusted EBITDA margins expanding to the near 40% range. Debt Structure: Pro forma for the proposed transaction, Qlik's debt consists of a first-lien $3.583 billion term loan (2030 maturity), a second-lien $505 million term loan (2032 maturity) and an undrawn $300 million first-lien secured revolver (2028 maturity). Given the recurring nature of the business and ample liquidity, Fitch believes Qlik will be able to make its required debt payments. Issuer Profile Qlik Technologies is a data lifecycle solutions platform for data aggregation, analytics, visualization and automation, serving over 30,000 customers in 100-plus countries. Its products provide real-time actionable business intelligence to users by aggregating organizational data. 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 ----------- ------ -------- ----- Qlik Parent, Inc. LT IDR B Affirmed B Project Alpha Intermediate Holding, Inc. LT IDR B Affirmed B senior secured LT BB- Downgrade RR2 BB Senior Secured 2nd Lien LT CCC+ Affirmed RR6 CCC+ QUIKRETE HOLDINGS: Moody's Puts 'Ba2' CFR on Review for Downgrade ----------------------------------------------------------------- Moody's Ratings placed Quikrete Holdings, Inc.'s (Quikrete) ratings under review for downgrade, including its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and the Ba2 ratings on its senior secured term loans. Previously, the outlook was positive. The rating action follows the November 25, 2024 announcement that Quikrete will acquire Summit Materials, Inc., a parent holding company of Summit Materials, LLC (Summit Materials, Ba2 positive) for about $11.5 billion, financed by a combination of cash and debt. Summit Materials (NYSE SUM) is a national provider of ready-mix concrete, cement, aggregates (crushed stone, sand and gravel) and asphalt and related paving services. Summit Materials will provide Quikrete a wide of range of new products that are well balanced between non-residential, public, and residential construction end markets. The transaction is expected to close in the first half of 2025. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS In the review Moody's will assess Quikrete's financing and deleveraging strategies for this large debt-financed acquisition. Moody's estimate that Quikrete's adjusted-debt-to-EBITDA will increase to around 5.5x on a pro forma basis (excluding synergies) from 2.4x on September 30, 2024. Moody's will also analyze the company's liquidity and future cash flow generation, as total annual cash interest payments will now approach potentially $1.2 billion. Other areas of focus of Moody's review will be (1) any customary regulatory approvals necessary for closing of the transaction; (2) any potential divestitures applied to debt reduction; (3) initiatives to realize targeted synergies and margin profile of the combined entity; (4) and the combined entities' future business strategy and financial policy. Quikrete, headquartered in Atlanta, Georgia, is a leading manufacturer and distributor of packaged concrete, cement mixes, ceramic tile installation products in North America, as well as a leading manufacturer of concrete pipe and precast, corrugated metal and ductile iron water pipe and products. The Winchester family is the owner of Quikrete. The principal methodology used in these ratings was Manufacturing published in September 2021. RECOMBINETICS INC: Hires Faegre Drinker Biddle as Counsel --------------------------------------------------------- Recombinetics, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Faegre Drinker Biddle & Reath LLP 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 the Chapter 11 cases, including 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, including prosecuting actions on the Debtor's behalf, defending actions or objecting to claims brought against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved; e. preparing pleadings in connection with the 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 post-petition financing; g. advising the Debtors in connection with bid procedures and the bankruptcy sale process; h. appearing before the Court and any appellate courts to represent the interest of the Debtors' estates; i. taking any necessary actions 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, if applicable; and j. performing all other necessary legal services for the Debtors in connection with the prosecution of the Chapter 11 Cases, including (i) analyzing the Debtors' leases and contracts and the assumption or rejection thereof; 9ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on business operations and litigation matters. The firm will be paid at these rates: Partners $825 to $1,180 per hour Associates and Counsel $695 to $935 per hour Paraprofessionals $490 per hour The firm was provided a retainer in the amount of $ $25,000 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ian J. Bambrick, Esq., a partner at Faegre Drinker Biddle & Reath 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: Ian J. Bambrick, Esq. Faegre Drinker Biddle & Reath LLP 222 Delaware Avenue, Suite 1410 Wilmington DE 19801 Tel: (302) 467-4200 Email: ian.bambrick@faegredrinker.com About Recombinetics Inc. Recombinetics Inc. is a gene-editing company in Eagan, Minn., known for its hornless dairy bulls. Recombinetics sought relief under Chapter 11 of the U.S. Bankruptcy (Bankr. D. Del. Case No. 24-12593) on November 11, 2024, with total assets of $1.7 million and total liabilities of $7.7 million. Judge Mary F. Walrath oversees the case. The Debtor is represented by Ian J. Bambrick, Esq., at Faegre Drinker Biddle & Reath, LLP. RECOMBINETICS INC: Hires Teneo Capital LLC as Financial Advisor --------------------------------------------------------------- Recombinetics, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Teneo Capital LLC as financial advisor. The firm will provide these services: a. assist the Company and Counsel (both as defined by the Engagement Agreement) with the development and preparation of contingency plans; b. assist the Company with its treasury activities, including the management of the Company's 13-week cash forecast and related variance analysis; c. assist with customer and vendor management; d. assist with the collection of diligence and preparation of necessary bankruptcy filings, reports, and schedules; e. attend meetings with the Company, Counsel, and other stakeholders as required and participate in court hearings, including the preparation of materials in connection therewith; f. assist in negotiations with various stakeholders, including creditors and other parties as necessary; g. assist the Company in developing, evaluating, structuring, negotiating, and implementing the terms and conditions of a restructuring, plan of reorganization, or sale transaction; h. provide the Company with other general restructuring advice as the Company and Counsel deem appropriate and fall within Teneo's expertise; and i. close coordination with the claims agent. The firm will be paid at these rates: Senior Managing Directors, Managing Directors and Senior Advisors $850 to $1,300 per hour Senior Directors, Directors, and Vice Presidents $500 to $850 per hour Associates and Analysts $350 to $500 per hour Administrative Staff $200 to $350 per hour The firm was paid a retainer of in the amount of $75,000, and an additional $25,000 to replenish the Retainer. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Nathan Cook, a partner at Teneo Capital 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: Nathan Cook Teneo Capital LLC 280 Park Avenue, 4th Floor New York, NY 10017 Tel: (212) 886 1600 Email: nathan.cook@teneo.com About Recombinetics Inc. Recombinetics Inc. is a gene-editing company in Eagan, Minn., known for its hornless dairy bulls. Recombinetics sought relief under Chapter 11 of the U.S. Bankruptcy (Bankr. D. Del. Case No. 24-12593) on November 11, 2024, with total assets of $1.7 million and total liabilities of $7.7 million. Judge Mary F. Walrath oversees the case. The Debtor is represented by Ian J. Bambrick, Esq., at Faegre Drinker Biddle & Reath, LLP. RED RIVER: Future's Claimants Tap EconONE Research as Expert ------------------------------------------------------------ Randi S. Ellis, the future claimants' representative of Red River Talc LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire EconONE Research, Inc. as her econometric expert. The firm's services include: a. developing an analytics plan to quantify the nature and extent of personal injury liabilities related to alleged gynecological and ovarian cancer claims arising from alleged exposure to Johnson & Johnson's, the Debtor's and its predecessor's talc products including estimating the number and value of present and future talc personal injury claims; b. analyzing and responding to issues relating to trust distribution procedures; c. analyzing and advising on financial matters such as valuation of the Debtor, if specifically requested by the FCR; d. providing expert testimony and reports related to the foregoing and assisting the FCR. The firm will be paid at these hourly rates: Managing Director $1,000 Senior Consultant/Economist $680 to $880 Consultant/Economist $540 to $680 Senior Analyst $400 to $540 Analyst $325 to $450 Associate Analyst $250 to $325 Lisa Skylar, CEO at Econ One Research Inc., assured the court that her firm is "disinterested" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Lisa Skylar EconONE Research, Inc. 550 S Hope St #800 Los Angeles, CA 90071 Phone: (213) 624-9600 About Red River Talc LLC Red River Talc LLC is a wholly owned subsidiary of Johnson & Johnson, a New Jersey company incorporated in 1887, which first began selling JOHNSON'S Baby Powder in 1894, launching its baby care line of products. Red River Talc LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90505) on September 20, 2024, listing $1 billion to $10 billion in both assets and liabilities. The petition was signed by John K. Kim as chief legal officer. Judge Christopher M. Lopez presides over the case. John F Higgins, IV, Esq. at Porter Hedges LLP represents the Debtor as counsel. RESONETICS LLC: S&P Rates Repriced First-Lien Term Loan Rated 'B-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to the amended $1.165 billion first-lien term loan due 2031 issued by New Resonetics Holdings Corp.'s wholly owned subsidiary Resonetics LLC. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery of principal in the event of a payment default. The transaction reprices the company's existing $1.2 billion term loan B, lowering its annual interest expense by about $5 million. S&P said, "Because the transaction is leverage-neutral and does not materially affect the company's credit metrics, our 'B-' issuer credit rating and stable outlook are unchanged. We expect New Resonetics' organic revenue will continue to increase by low-single-digit percent. We also expect the company will generate negative free operating cash flow (FOCF) in 2024, before turning positive in 2025. However, we view the transaction favorably because it modestly improves the company's cash flow generation due to the lower interest margin." ISSUE-RATINGS--RECOVERY ANALYSIS Key analytical factors: -- New Resonetics' proposed capital structure will consist of a $95 million first-lien revolver due 2029, a $1.165 billion first-lien term loan due 2031, and $2.5 million Israel secured term loan (not rated and issued by one of the nonguarantor subsidiaries). -- In S&P's hypothetical default scenario, it assumes the revolving credit facility is 85% drawn. -- S&P believes New Resonetics would remain a viable business and therefore reorganize rather than liquidate following a payment default. -- S&P values New Resonetics on a going-concern basis using a 5.5x multiple of its projected emergence EBITDA, consistent with its treatment of similar peers. Simulated default assumptions: -- Simulated year of default: 2026 -- EBITDA at emergence: $124 million -- EBITDA multiple: 5.5x Simplified waterfall: -- Net emergence value (after 5% administrative costs): $646 million -- Valuation split (obligors/nonobligors): 90%/10% -- Collateral value available to secured lenders: $620 million -- Estimated first-lien debt at default: $1.26 billion --Recovery expectations (50%-70%; rounded estimate: 50%) All debt amounts include six months of prepetition interest. RIGHT SIZE: Court OKs Interim Use of Cash Collateral Until Dec. 31 ------------------------------------------------------------------ Right Size Plumbing & Drain Co, Inc. received interim approval from the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, to use the cash collateral of the U.S. Small Business Administration. The interim order signed by Judge Victoria Kaufman authorized the company to use its secured creditor's cash collateral until Dec. 31 to pay its operating expenses. SBA, a secured creditor, will receive a monthly payment of $1,135 as adequate protection and will be granted a replacement lien on all post-petition revenues of the company pursuant to the terms of the Nov. 13 stipulation it reached with the company. The stipulation was approved by the bankruptcy court in a separate order. The company's secured creditors have claims totaling approximately $2.3 million and includes 13 secured creditors. Out of these 13 secured creditors, the only creditor with an interest in the company's cash collateral is the SBA, with an estimated claim of $2 million secured by a blanket lien against the company's assets. Right Size is prohibited from using cash collateral for payments to insiders unless all required Bankruptcy Code provisions and Local Bankruptcy Rules are met. The next hearing is scheduled for Dec. 18. About Right Size Plumbing & Drain Co Right Size Plumbing & Drain Co Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11886) on November 11, 2024, with up to $500,000 in assets and up to $10 million in liabilities. David E. Jones, president of Right Size, signed the petition. Judge Victoria S. Kaufman oversees the case. Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger, represents the Debtor as bankruptcy counsel. ROCKVILLE CENTRE: Reaches $323M Settlement in Bankruptcy -------------------------------------------------------- With the confirmation of a $323 million settlement, one of the largest involving the Roman Catholic Church in U.S. history, an estimated 600 survivors of clerical sexual abuse from the Rockville Centre Diocese on Long Island have gained some measure of justice. Key in securing this historic recovery and reorganization plan was the work of the legal team of Tim Burns and Jesse Bair, who led the litigation efforts that resulted in an almost $90 million contribution to the settlement from the diocese's insurance carriers. "We are pleased that the survivors of horrendous sexual abuse by the clergy affiliated with this diocese will now obtain some recovery for the wrongs inflicted on them," says Tim Burns, of Wisconsin-based Burns Bair LLP. "The confirmation of the diocese's plan of reorganization begins to conclude one of many cases across the country aimed at forcing religious entities and their insurers to fulfill their duties to survivors. Sadly, there are still many cases in which Catholic dioceses and their insurers are refusing to come to terms with their obligations to sexual abuse survivors." Burns Bair has been retained by the official unsecured creditors' committees in a dozen similar cases nationwide, including those involving the Catholic dioceses of Rochester, Buffalo, Albany, and Syracuse, N.Y.; Oakland, Sacramento, and Santa Rosa, Calif.; and the archdioceses of Baltimore and San Francisco. The firm brings years of experience achieving eight-and nine-figure results for some of the nation's largest banks, investment firms, and manufacturing companies to bear in partnering with the plaintiffs' bar to obtain insurance recoveries for sexual abuse survivors and other victims of wrongdoing and institutional malfeasance. "The diocese and its insurers made significant financial contributions here only after years of contentious bankruptcy battles," says the firm's Jesse Bair. "We are committed to achieving justice for the survivors, no matter how long the fight or how hard the battle." The amount of additional contributions from bankrupt insurance carrier Arrowood Indemnity is uncertain. Other insurers involved in the settlement include Interstate Fire & Casualty Co., Fireman's Fund Insurance Co., and National Surety Corp., as well as underwriters at Lloyd's of London Market Companies. About Burns Bair LLP Burns Bair represents a wide range of organizations, corporate and professional entities, and individuals in complex, high-stakes litigation against insurance companies. The firm has built an outstanding record of success in recovering major liability claims under many diverse types of policies and holding the industry accountable for financial fraud and other misdeeds. Based in Madison, Wis., the firm's work is national in scope, while maintaining high standards of service and responsiveness for every client. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. SANDISK CORP: Fitch Assigns BB LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'BB' and a first-lien senior secured rating of 'BBB-' with a Recovery Rating of 'RR1' for Sandisk Corp. in connection with its separation from Western Digital Corp. The Rating Outlook is Stable. The ratings and Outlook reflect Sandisk's conservative capitalization and joint venture (JV) with Kioxia Corp. that positions the company to invest through industry cycles. These mitigate Sandisk's reduced product and end market diversification and heightened operating cyclicality, pro forma for the separation. Key Rating Drivers Deeply Cyclical Operating Results: Sandisk's operating results will remain deeply cyclical absent meaningful further consolidation in the NAND-flash supply industry. A handful of NAND-flash suppliers represent 90% of the NAND market, but aggregate industry supply additions drive NAND prices and, therefore, revenue and profitability. The 2023 downturn was the most severe in industry history and may have been an aberration, but the regular inventory corrections and inefficiencies related to supply chain regionalization trends will heighten cyclicality. Conservatively Capitalized: Fitch expects Sandisk to remain conservatively capitalized in order to maintain sufficient liquidity to invest through the cycle. Pro forma for the separation, Fitch estimates EBITDA leverage of 1.4x and liquidity (cash plus revolving credit facility) of at least $2.0 billion. Unlike Sandisk, Fitch does not add depreciation expense or lease guarantees related to the JV in its EBITDA leverage calculations, but still forecasts EBITDA leverage to range from 1.0x to 4.0x through the cycle. Reduced Post-Spinoff Diversification: The separation reduces revenue diversification for Sandisk, amplifying operating cyclicality. The transaction removes $6.3 billion of slower growing but less cyclical revenue with profit margins near Sandisk's mid-cycle levels and more consistent FCF. Western Digital is more exposed to hyperscalers (80% of revenue from cloud customers) and Sandisk is more diversified from a customer and end market standpoint. However, revenue from client and consumer segments represent 61% and 34% of revenue, respectively, with only 5% exposure to cloud customers. Reliance on Strategic JV: Fitch believes the JV with Kioxia, Flash Ventures, is essential to Sandisk's ability to source NAND with favorable economics. Flash Ventures is among the longest tenured JVs in the technology sector and has never experienced financial distress. However, any limitations on availability at the JV or deterioration could have a material impact on Sandisk's operating performance. Meanwhile, Sandisk's obligation to fund roughly half of the JV's fixed expenses and capital expenditures and guarantee certain of the JV's operating leases represent potentially significant cash calls. China Opportunity and Risk: Fitch believes the U.S.-China trade conflict represents both opportunity and risk for Sandisk. Positively, Fitch believes U.S. export controls on shipments of leading-edge semiconductor capital equipment to Chinese providers will have the practical effect of constraining China's ability to produce leading-edge memory products over at least the near to medium term. Conversely, tariffs may dampen global trade while retaliatory actions by China have the potential to restrict sales to customers in China, to which Sandisk has some but not significant exposure. Significant Technology Risk: Fitch expects technology risk will remain significant, driven by ongoing technology transitions in manufacturing flash memory. Meaningful new product introduction delays, driven by lagging technology, would result in market share losses and significantly lower profitability from average selling price reductions. Derivation Summary Fitch believes Sandisk is well positioned at mid-'BB' due to industry structure, ongoing cyclicality and its financial flexibility relative to its competitors, all of which are rated higher: Samsung Electronics Co., Ltd. (AA-/Stable), Micron Technology, Inc. (BBB/Stable) and SK Hynix Inc. (BBB/Stable). Sandisk's exclusive focus on NAND-based products results in weaker diversification than that of the company's peers, although the degree varies by peer. Samsung, Micron and SK Hynix all supply DRAM in addition to NAND flash memory, which adds diversification to revenue profiles, but Micron is far more reliant upon DRAM markets than is the more balanced SK Hynix. Meanwhile, Samsung is vertically integrated in supplying memory to its consumer and smartphone businesses and competes in other less positively correlated products and end markets. From a financial profile perspective, Sandisk is conservatively capitalized but Samsung's financial flexibility and profitability position it at a much stronger rating. Micron's target liquidity that supports one year of capital spending and higher mid-cycle profit margins position it more strongly than Sandisk. The same is true of SK Hynix. Nonetheless, all are able to invest through the cycle with Sandisk benefitting from the lowest financial flexibility of the peers. Meanwhile, Fitch views Sandisk as positioned slightly weaker than Seagate Technology Holdings plc (BB+/Stable), which competes directly with Western Digital Corp. in disk drive storage solutions and Fitch believes benefits from less cyclical operating results. Key Assumptions - Price increases drive robust near-term recovery from historic downturn in calendar 2023; - Moderating revenue growth in FY26 before correcting in FY27; - Supply constraints exiting the recent downturn supports gross profit margin above recent highs in FY25-FY26 and above historic lows in FY27; - Operating expenses tick up in FY25 to catch up on spending cuts during recent downturn and to support revenue growth before moderating to the mid-teens through the forecast; - Capital intensity remains uneven but in the low- to mid-single-digit range; - Sandisk will use all term loan B net proceeds in excess of the first $1 billion that will be available cash on its balance sheet to fund a dividend to Western Digital following consummation of the separation; - No additional financing through the rating horizon and cash builds to support cyclicality. Recovery Analysis Category 1 Recovery: Fitch believes category 1 recovery ratings are appropriate for Sandisk's first-lien senior secured debt despite its expectations for continued meaningful cyclicality given comparatively low levels of fully-drawn first-lien debt and notches up two from the 'BB' IDR to 'BBB-'/'RR1'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration of financial performance of JV or majority partner, requiring structurally higher JV capital contributions; - Sustained gross profit margins in the mid-20% or break-even FCF margins through the cycle; -(CFO-capex)/debt below 10% or EBITDA leverage above 3.5x sustained through the cycle. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch does not expect positive rating action without structurally reduced cyclicality, from substantial revenue diversification or share gains, or meaningful industry consolidation; - Gross profit margins in the high 30% area translating into mid-single-digit FCF margins sustained through the cycle; - (CFO-capex)/debt in the mid-teens or EBITDA leverage below 3.0x sustained through the cycle. Liquidity and Debt Structure Fitch believes liquidity is adequate pro forma for the separation and supported by $1 billion of balance sheet cash and an undrawn five-year $1.5 billion first-lien senior secured revolving credit facility. Fitch's forecast for mid-cycle annual FCF of $500 million or more will cover investments in the JV and minimal term loan B amortization. Issuer Profile Sandisk Corp. is a leading provider of storage technologies and solutions, including enterprise solid-state drives (SSD) and retail for cloud, client and retail markets, and the second largest NAND flash memory producer by virtue of its JV with Kioxia. Date of Relevant Committee 24-Nov-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 ----------- ------ -------- Sandisk Corporation LT IDR BB New Rating senior secured LT BBB- New Rating RR1 SERVICE LOGIC: Moody's Affirms 'B3' CFR, Outlook Remains Stable --------------------------------------------------------------- Moody's Ratings affirmed Service Logic Acquisition, Inc. existing ratings, including the B3 corporate family rating, the B3-PD probability of default rating, the B2 ratings assigned to its senior secured first lien bank credit facility, including the revolver and the term loan. The outlook remains stable. "The affirmation of Service Logic's B3 corporate family rating reflects the consistent demand for aftermarket maintenance, repairs, and replacement services for commercial HVAC equipment. The company is also managing acquisition spending and realizing consistent growth in EBITDA, which helps maintain debt/EBITDA leverage within the range Moody's assume for the ratings," said Motoki Yanase, VP - Senior Credit Officer at Moody's Ratings. RATINGS RATIONALE Service Logic's B3 CFR reflects the company's debt funded growth strategy, which keeps its debt load and leverage at high levels. For the 12 months that ended in September 2024, the company's leverage stood at 6.2x debt/EBITDA. Moody's expect leverage to trend between 6.0-6.5x and interest coverage at around 1.0x-1.5x in 2025. The rating also reflects the company's business profile as a one-stop-shop service provider across all commercial HVAC systems. The company has a predictable revenue stream stemming from the nondiscretionary nature of preventative maintenance services and pull-through capabilities of higher margin services. High customer retention rates and long standing relationships provide stability to its revenue base. Moody's expect Service Logic to maintain good liquidity over the next 12-18 months from September 2024. The liquidity is supported by the company's cash on hand of $202 million as of September 2024, $8 million and $26 million positive free cash flow Moody's project for 2024 and 2025, respectively, and full availability under its $125 million revolving credit facility expiring in 2027 and $10 million revolving credit facility expiring 2025. The stable outlook reflects Moody's expectation that Service Logic will grow organically and through bolt-on acquisitions. Moody's expect the company to achieve EBITDA growth that will support leverage remaining below 7x debt/EBITDA in the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if debt/EBITDA is sustained below 6x, EBITA to interest is sustained above 2x, improving liquidity including RCF/Net debt above 10%, and the company adopts a more conservative financial policy. The ratings could be downgraded if debt/EBITDA is sustained above 7x, EBITA to interest is sustained below 1x, or liquidity weakens materially. Headquartered in Charlotte, North Carolina, Service Logic provides aftermarket maintenance, repairs, and replacement services for commercial HVAC equipment, chilled water systems, and building automation and controls systems. Leonard Green & Partners, L.P. acquired Service Logic in October 2020. The company recorded about $2.2 billion of revenues for the 12 months that ended September 2024. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SLATER PARK: Gets Interim OK to Use Cash Collateral --------------------------------------------------- Slater Park, LLC received interim approval from the U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, to use cash collateral. The company requires the use of cash collateral for general operational and administrative expenses as set forth in its projected budget. The revenue from Slater Park's business may constitute cash collateral. The U.S. Small Business Administration asserts that it holds a first-priority security interest in the cash collateral. Slater Park believes that another lender may also assert an interest in the collateral. To provide adequate protection for Slater Park's use of the cash collateral, the SBA and the lender were granted replacement liens on certain property acquired by the company after the petition date, with the same priority as their pre-bankruptcy liens. The replacement lien will not extend to the proceeds of any avoidance actions received by Slater Park or the estate pursuant to Chapter 5 of the Bankruptcy Code. The court will hold a final hearing on Jan. 9 next year. About Slater Park Slater Park, LLC owns and operates two bars and interactive amusements on the rooftop at the Premises that is commonly known as Skyline Park in Atlanta, Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-21491-jrs) on November 22, 2024. In the petition signed by Brett Hull-Ryde, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC. represents the Debtor as legal counsel. SOLID BIOSCIENCES: Adage Capital Holds 4.55% Equity Stake --------------------------------------------------------- Adage Capital Management, L.P. disclosed in a Schedule 13 filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, the firm and its affiliated entities -- Robert Atchinson and Phillip Gross -- beneficially owned 1,754,159 shares of Solid Biosciences, Inc.'s common stock, representing 4.55% of the 38,595,237 shares of Common Stock outstanding as of August 9, 2024, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Securities and Exchange Commission on August 13, 2024. Adage Capital may be reached at: Robert Atchinson Managing Member 200 Clarendon Street, 52nd Floor Boston, Massachusetts 02116 Tel: 617-867-2800 A full-text copy of Adage Capital's SEC Report is available at: https://tinyurl.com/2s3fj8px About Solid Biosciences Charlestown, Mass.-based Solid Biosciences, Inc. is a life sciences company focused on advancing a portfolio of current and future gene therapy candidates, including SGT-003 for the treatment of Duchenne muscular dystrophy, SGT-501 for the treatment of catecholaminergic polymorphic ventricular tachycardia, and additional assets for the treatment of cardiac and other diseases, at different stages of development with varying levels of investment. As of September 30, 2024, the Company had $211.8 million in total assets, $44.8 million in total liabilities, and $167 million in total stockholders' equity. The Company has evaluated whether there are conditions and events that, considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. As of September 30, 2024, the Company had an accumulated deficit of $740.9 million. The Company expects to continue to generate operating losses for the foreseeable future. Based upon its current operating plan, the Company expects that its cash, cash equivalents and available-for-sale securities of $171.1 million excluding restricted cash of $1.9 million, as of September 30, 2024, will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the date of issuance of these condensed consolidated financial statements. However, the Company has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to it. As a result, the Company could deplete its capital resources sooner than it currently expects. The Company expects to finance its future cash needs through a combination of equity offerings, debt financings, collaborations, strategic partnerships and alliances, or licensing arrangements. If the Company is unable to obtain funding, the Company would be forced to delay, reduce or eliminate some or all of its research and development programs, preclinical and clinical testing, or commercialization efforts, which could adversely affect its business prospects. SOLID BIOSCIENCES: Invus Entities Hold 6.2% Equity Stake -------------------------------------------------------- Invus Public Equities, L.P. disclosed in a Schedule 13 filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, the firm and its affiliated entities -- Invus Public Equities Advisors, LLC, Invus Global Management, LLC, Siren, LLC, Avicenna Life Sci Master Fund LP, Avicenna Life Sci Master GP LLC, Ulys, LLC, and Mr. Raymond Debbane -- beneficially owned shares of Solid Biosciences Inc.'s common stock. As of September 30, 2024, Invus Public Equities directly held 2,408,143 Shares, representing 6.2% and Avicenna Fund directly held 340,898 Shares. Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares directly held by Invus Public Equities. Global Management, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Siren, as the managing member of Global Management, controls Global Management and, accordingly, may be deemed to beneficially own the Shares that Global Management may be deemed to beneficially own. Avicenna GP, as the general partner of Avicenna Fund, controls Avicenna Fund and, accordingly, may be deemed to beneficially own the Shares beneficially held by Avicenna Fund. Ulys, as the managing member of Avicenna GP, controls Avicenna GP and, accordingly, may be deemed to beneficially own the Shares that Avicenna GP may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren and Ulys, controls Siren and Ulys and, accordingly, may be deemed to beneficially own the Shares that Siren and Ulys may be deemed to beneficially own. As of September 30, 2024, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person's cover page. Calculations of the percentage of Shares beneficially owned are based on 38,595,237 Shares outstanding as of August 9, 2024, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2024. Invus Public Equities may be reached at: Raymond Debbane President 750 Lexington Avenue, 30th Floor New York, NY 10022 Tel: 212-371-1717 A full-text copy of the SEC Report is available at: https://tinyurl.com/bdhf8yyk About Solid Biosciences Charlestown, Mass.-based Solid Biosciences, Inc. is a life sciences company focused on advancing a portfolio of current and future gene therapy candidates, including SGT-003 for the treatment of Duchenne muscular dystrophy, SGT-501 for the treatment of catecholaminergic polymorphic ventricular tachycardia, and additional assets for the treatment of cardiac and other diseases, at different stages of development with varying levels of investment. As of September 30, 2024, the Company had $211.8 million in total assets, $44.8 million in total liabilities, and $167 million in total stockholders' equity. The Company has evaluated whether there are conditions and events that, considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. As of September 30, 2024, the Company had an accumulated deficit of $740.9 million. The Company expects to continue to generate operating losses for the foreseeable future. Based upon its current operating plan, the Company expects that its cash, cash equivalents and available-for-sale securities of $171.1 million excluding restricted cash of $1.9 million, as of September 30, 2024, will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date of issuance of these condensed consolidated financial statements. However, the Company has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to it. As a result, the Company could deplete its capital resources sooner than it currently expects. The Company expects to finance its future cash needs through a combination of equity offerings, debt financings, collaborations, strategic partnerships and alliances, or licensing arrangements. If the Company is unable to obtain funding, the Company would be forced to delay, reduce or eliminate some or all of its research and development programs, preclinical and clinical testing, or commercialization efforts, which could adversely affect its business prospects. SOUTHWEST COMMUNITY: Court OKs Interim Use of Cash Collateral ------------------------------------------------------------- Southwest Community Baptist Church received interim approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to use cash collateral. The interim order signed by Judge Jeffrey Norman authorized the church to use its lenders' cash collateral to pay business expenses until the final hearing. A minimum cash balance of $29,332.96 must be maintained. The lenders that purport to hold liens or security interests in inventory and accounts are the Internal Revenue Service, the U.S. Small Business Administration, and Lone Star Finance and Lending, Inc. As adequate protection, the lenders will continue to have the same liens, encumbrances and security interests in post-petition cash collateral. About Southwest Community Baptist Church Southwest Community Baptist Church sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-35226) on November 5, 2024, with up to $10 million in both assets and liabilities. Joseph J. Mason, director of operations, signed the petition. Judge Jeffrey P. Norman oversees the case. Reese Baker, Esq., at Baker & Associates, represents the Debtor as legal counsel. SPACE SHADOW: Court OK's Henderson Property Sale for $6.1MM ----------------------------------------------------------- Space Shadow LLC received the green light from the U.S. Bankruptcy Court for the District of Nevada, to sell its Property located at 249 Stephanie Street, Henderson, Nevada for $6.1MM, free and clear of liens. The Court as approved the sale of the Property, with Avator REIT I, LLC's lien to attach to the sale proceeds. The Court determined that the expenses relating to the closing of the transaction (no Realtor commissions) shall be paid out of escrow from the sale proceeds. The Debt is also ordered to pay the following amounts: -- Republic Services will be paid the full amount of their lien in the amount of $6,871.03 -- The delinquent tax bill from October 1, 2024 in the amount of $5,429.12 -- Avatar will be paid $4,406,044.61. Avatar claims that the full amount due to them totals $4,791,044.64; the Debtor disputes $385,000 of that amount. Therefore, $385,000 will be paid into the trust account of Hutchinson & Steffen, PLLC to be held, with Avatar’s lien attaching to the $385,000, until the dispute related to the $385,000 is resolved. The balance of the sale proceeds shall be paid into the Debtor’s bank account to resolve the remaining issues in the bankruptcy case and shall be held pending further order(s) from the Court. The Court will hold a status hearing on December 19, 2024, at 10:00 a.m. regarding the dispute concerning the $385,000. Counsel for Avatar and the Debtor are directed to confer and make best efforts to resolve the dispute; however, if the parties cannot reach a resolution, on or before December 19, 2024, the Debtor shall take appropriate action to put the dispute properly before the Court. About Space Shadow LLC Space Shadow LLC in Henderson, NV, has been operating the real property located at 249 N. Stephanie Street, Henderson, Nevada. The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 23-14412) on October 9, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Kayvoughn Moradi as managing member, signed the petition. Judge Hilary L. Barnes oversees the case. ANDERSEN & BEEDE serve as the Debtor's legal counsel. SPECTRUM GROUP: Moody's Cuts CFR to Caa3 & Alters Outlook to Neg. ----------------------------------------------------------------- Moody's Ratings downgraded Spectrum Group Buyer, Inc.'s corporate family rating to Caa3 from Caa1, probability of default rating to Caa3-PD from Caa1-PD and the senior secured bank credit facility ratings to Caa3 from Caa1. The outlook is changed to negative from stable. The ratings downgrade reflects Spectrum's ongoing cash burn and weakened liquidity, along with unexpected operational outages and cost pressures that heighten default risk. Without a significant improvement in operational performance, the high interest burden will continue to make it increasingly challenging for the company to invest in the business and improve its liquidity. Spectrum's private equity sponsor, H.I.G. Capital, has supported the company through its cash burn with capital infusions, most recently in November 2024. Although Moody's expect EBITDA recovery, the pace and magnitude remain uncertain, and further liquidity support from the sponsor may be required. RATINGS RATIONALE Spectrum's Caa3 CFR is constrained by: (1) weak liquidity; (2) increased risk of operational issues persisting for the next 12 to 18 months; (3) high financial leverage and weak interest coverage; (4) exposure to declining printing and writing paper, graphic paper and carbonless markets, and to volatile pulp prices; and (5) low EBITDA margins. The company's rating benefits from: (1) its scale and leading market position in niche specialty paper markets; and (2) exposure to some stable end markets such as labels and food packaging. Spectrum has weak liquidity through to Q3 2025, with liquidity sources of about $25 million to cover about $30 million of uses. Pro forma for the November HIG cash infusion, sources include cash of $20 million and $5 million availability under its revolving credit facilities. Uses consist of Moody's estimate of about $10 million of negative free cash flow and $20 million of mandatory term loan amortization and lease payments. However, given the uncertainty in company's operating performance, a lack of operational improvement could pressure free cash flow in this period, depleting liquidity further. The revolver has a springing first lien net leverage covenant if the revolver is more than 35% drawn, however it is suspended until December 2025. All assets are encumbered by the credit facilities leaving no sources of alternative liquidity. The Caa3 rating on the senior secured credit facilities is in line with the Caa3 CFR and reflects the preponderance of secured debt in the capital structure. The negative outlook reflects uncertainty around potential for further weakening in liquidity due to operational challenges. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity further erodes or the company is unable to secure additional liquidity funding. The rating can also be downgraded if the company engages in a distressed exchange or restructuring, or if Moody's view of recovery is lower. The ratings could be upgraded if company's liquidity improves and operational issues dissipate. The principal methodology used in these ratings was Paper and Forest Products published in August 2024. Spectrum Group Buyer, Inc. is operating through Pixelle Specialty Solutions LLC, a manufacturer of specialty papers for diverse end markets. The company is owned by funds affiliated with H.I.G. Capital. STAFFING 360: Incurs $2.84 Million Net Loss in Third Quarter ------------------------------------------------------------ Staffing 360 Solutions, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.84 million on $46.10 million of revenue for the three months ended Sept. 28, 2024, compared to a net loss of $4.26 million on $49.54 million of revenue for the three months ended Sept. 30, 2023. For the nine months ended Sept. 28, 2024, the Company reported a net loss of $7.37 million on $131.72 million of revenue compared to a net loss of $9.99 million on $145.78 million of revenue for the nine months ended Sept. 30, 2023. As of Sept. 28, 2024, the Company had $62.22 million in total assets, $76.86 million in total liabilities, and a total stockholders' deficit of $14.64 million. Staffing 360 stated, "We have an unsecured payment due in the next 12 months associated with a historical acquisition and secured current debt arrangements representing approximately $19,816 which are in excess of cash and cash equivalents on hand, in addition to funding operational growth requirements. Historically, we have funded such payments either through cash flow from operations or the raising of capital through additional debt or equity. If we are unable to obtain additional capital, such payments may not be made on time. These factors raise substantial doubt as to our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1499717/000149315224046302/form10-q.htm About Staffing 360 Headquartered in New York, Staffing 360 Solutions, Inc. -- http://www.staffing360solutions.com/-- is a domestic staffing company engaged in the acquisition of United States based staffing companies. As part of its consolidation model, the Company pursues a broad spectrum of staffing companies supporting primarily accounting and finance, IT, engineering, administration and commercial disciplines. The Company's typical acquisition model is based on paying consideration in the form of cash, stock, earn-outs and/or promissory notes. In furthering its business model, the Company is regularly in discussions and negotiations with various suitable, mature acquisition targets. New York, NY-based RBSM LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 11, 2024, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. STAR AIRCONDITIONING: Unsecureds to Split $15,500 over 3 Years -------------------------------------------------------------- Star Airconditioning & Heating, LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated November 6, 2024. The Debtor is an HVAC service contractor that operates in Central Florida, focusing on providing top-notch indoor comfort for both homeowners and business owners. The Debtor is a Florida Limited Liability Company created by Articles of Organization filed with the Florida Secretary of State on or around January 9, 2004. The Debtor's principal place of business is located at 600 North Thacker Avenue, Suite C14, Kissimmee, FL 34741 ("Premises"), which is leased from B. Terrence Quigley and/or Jeanne T. Quigley, d/b/a 600 Thacker Offices and Warehouse (which is not an insider). The Debtor's projected Disposable Income over the life of the Plan is $15,346.00. Class 3 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $15,500.00. Payments will be made in equal quarterly payments of $1,291.67. Payments shall commence on the fifteenth day of the month, on the first month that begins more than ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of Class 3 claims shall be paid directly by the Debtor. * Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of its projected Disposable Income, $15,346.00. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on the fifteenth day of the month, on the first month that is one year after the Effective Date and shall continue annually for two additional years. The initial estimated annual payment shall be $1,782.00. Holders of Class 3 claims shall be paid directly by the Debtor. Class 4 consists of any and all equity interests and warrants currently issued or authorized in the Debtor. This Class is Unimpaired. Holders of a Class 4 interests shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Plan of Reorganization dated November 6, 2024 is available at https://urlcurt.com/u?l=HPFnvd from PacerMonitor.com at no charge. Attorneys for the Debtor: Jeffrey S. Ainsworth, Esq. Cole B. Branson, Esq. BransonLaw, PLLC 1501 E Concord St. Orlando, FL 32803 Tel: (407) 476-9855 E-mail: jeff@bransonlaw.com E-mail: cole@bransonlaw.com About Star Airconditioning & Heating Star Airconditioning & Heating, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04147) on August 8, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Aaron Cohen, Esq., a practicing attorney in Jacksonville, Fla., serves as Subchapter V trustee. Judge Grace E. Robson presides over the case. Jeffrey Ainsworth, Esq., at Bransonlaw, PLLC, is the Debtor's bankruptcy counsel. STAR WELLINGTON: Hires Sunbelt Business as Business Broker ---------------------------------------------------------- Star Wellington, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Sunbelt Business Brokers of South Florida, Inc. as business broker. The firm's services include: a. listing and sale of Victor's Pizza Cafe; and b. advising and reviewing any proposals and strategies to speed recovery and maximize value. The firm will be paid a commission of 12 percent of the total purchase price. Mark Quinn, a partner at Sunbelt Business Brokers of South Florida, 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: Mark Quinn Sunbelt Business Brokers of South Florida, Inc. 636 US-1 Suite 103 North Palm Beach, FL 33408 Tel: (561) 832-9222 Fax: (561) 537-2588 About Star Wellington, LLC Star Wellington is a restaurant that offers a fusion of Italian flavors and Franco flair. Star Wellington, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case. No. 24-18574) on August 23, 2024, listing $314,093 in assets and $2,443,171 in liabilities. The petition was signed by Adam Hopkins as manager and owner. Dana Kaplan, Esq. at KELLEY KAPLAN & ELLER, PLLC represents the Debtor as counsel. STEWARD HEALTH CARE: Pa. Gets Extra Time to Secure Hospital Funds ----------------------------------------------------------------- Ben Zigterman of Law360 Bankruptcy Authority reports that the Commonwealth of Pennsylvania has until December 9, 2024, to obtain additional funding to cover a hospital's operating losses as it works to finalize a sale from the bankrupt Steward Healthcare to Meadville Medical Center, a neighboring hospital. About Steward Health Care Steward Health Care System LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed a Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the U.S. Bankruptcy Court for the Southern District of Texas, and the Honorable Christopher M. Lopez oversees the proceeding. Weil, Gotshal & Manges LLP is serving as the Company's legal counsel. AlixPartners, LLP is providing financial advisory services to the Company, and John Castellano of AlixPartners is serving as the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc. are providing investment banking services to the Company. McDermott Will & Emery is special corporate and regulatory counsel for the company. Kroll is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Akin Gump Strauss Hauer & Feld, LLP. SUNNY ROSE: Hires Law Office of W. Derek May as Counsel ------------------------------------------------------- Sunny Rose Corporation seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Law Office of W. Derek May as general insolvency counsel. The firm will provide these services: a. advise the Debtor concerning the requirements of the Bankruptcy Court, the Federal Rules of Bankruptcy Procedure, ("FRBP"), the Local Rules of the Central District of California, ("Local Rules"); and with respect to compliance with the requirement of the Office of the United State Trustee ("OUST"); b. advise the Debtor regarding matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and the claims of its creditors; c. conduct examinations of witnesses, claimants, or adverse parties with respect to any necessary or pending litigation arising in Bankruptcy; d. prepare and assist in the preparation of reports, accounts, applications, motions, complaint, orders and or any other pleadings of any kind required in the case; e. represent the Debtor in any proceedings or hearings in this Court and any proceedings in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected; f.. file any motion, applications or other pleadings appropriate to effectuate the reorganization of the Debtor; g. review claims filed in the Debtor's case, and, if appropriate, to prepare and file objections to disputed claims; h. assist the Debtor in negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; i. assist the Debtor in negotiation with the Estate's secured creditors or executory contracts; j. serve as the Debtor's general insolvency counsel in cooperation with any special counsel or other professional(s) retained by the Debtor in the case; k. represent the Debtor in any adversary proceedings filed in the case; and l. take such other action and perform such other services as the Debtor may require of the Firm in connection with its Chapter 11 case. services, will be paid at an hourly rate of $450. The Debtor paid $25,000 to the law firm as a retainer fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Derek May, a partner at Law Office of W. Derek May, 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: Derek May, Esq. Law Office of W. Derek May 400 N. Mountawin Ave. Suite 236 Upland, CA 91786 Telephone: (909) 920-0443 About Sunny Rose Corporation Sunny Rose Corporation, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 2:24-bk-1941) on Nov. 18, 2024. The Debtor hires Law Office of W. Derek May as counsel. SUSHI GARAGE: To Sell Liquor License Interest to Dover Contreras ---------------------------------------------------------------- Sushi Garage, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to sell Estate's interest in the subject liquor license, free and clear of all liens, claims, and encumbrances, and subject to higher and better offers. The Debtor listed an ownership interest in a certain liquor license used in the operation of its restaurant business with a value of $350,000. The Debtor is compelled to shut down its current restaurant location and seeks to sell its liquor license described as: "Quota Liquor License #BEV23-00675." The license is encumbered by a purchase money security interest in favor of Louis J. Terminello, as Trustee or Secured Creditor. The Debtor has attempted to market the Liquor License through its various contacts and networks in the restaurant and hospitality industry, which resulted in the offer by Dover Contreras with a purchase price of $250,000. The Buyer has deposited the sum of $25,000.00 with his counsel and has agreed that upon entry of an Order approving the sale of the Liquor License, the deposit will be deemed nonrefundable, except for the Seller's failure to meet its obligations under the proposed purchase and sale agreement. The Debtor believes that, the proposed private sale is a benefit to the Estate since it is a reasonable sale price for the Liquor License, precludes any costs and delays associated with further marketing/auctioning the Liquor License, and increases the dividends available for distribution to creditors of this Estate. The Debtor also asserts that subjecting the Liquor License to sale through an auction process would increase administrative costs. The Debtor will continue to work with the Secured Creditor to attempt to achieve consensus on the ultimate release price. The Debtor also requests that any creditor asserting a lien must file a written objection to the Sale, asserting the amount and extent of its lien seven days prior to the hearing on the motion. About Sushi Garage, LLC Sushi Garage, LLC, doing business as Sushi Garage Miami Beach, is a Japanese restaurant in Miami Beach, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12354) on March 12, 2024, with $1 million to $10 million in both assets and liabilities. Jonas Millan, managing member, signed the petition. Judge Laurel M. Isicoff presides over the case. Jacqueline Calderin, Esq., at Agentis, PLLC represents the Debtor as legal counsel. TAKEOFF TECHNOLOGIES: Unsecureds Will Get 1.9% of Claims in Plan ---------------------------------------------------------------- Takeoff Technologies, Inc., and its affiliates submitted an Amended Combined Disclosure Statement and Joint Chapter 11 Plan dated November 6, 2024. The Debtors jointly propose the following Combined Disclosure Statement and Plan for the liquidation of the Debtors' remaining Assets and distribution of the proceeds of the Assets to the Holders of Allowed Claims against the Debtors. As of the filing of this Combined Disclosure Statement and Plan, the Debtors are holding approximately $1,300,000.00 in Cash. As a result of the Global Settlement, the Debtors' current projections anticipate that $1,200,000.00 in Cash will remain in the Debtors' Estates at Confirmation, which amount is subject to the caveats set forth herein. In the Debtors' business judgment—with which the Committee and the DIP Lenders agree, the Global Settlement is reasonable and in the best interest of the Debtors, their estates, creditors and all parties in interest, including the Holders of Allowed General Unsecured Claims. The Global Settlement is the product of good faith and arm's-length negotiations between the parties. The Debtors reasonably determined that entry into the Global Settlement is in the best interests of the estates and reflected a fair and reasonable compromise. After the Effective Date, the Plan Administrator will focus on efficiently winding down the Debtors' businesses, preserving Cash held in the Estates, and monetizing their remaining Assets. The remaining Assets currently consist of, among other things, Cash, certain deposits, prepayments, credits and refunds, insurance policies or rights to proceeds thereof, accounts receivables (including certain tax refunds), and Retained Causes of Action. The main source of Cash is the result of the Global Settlement. The Liquidation Analysis provides a breakdown of expected recoveries and expenses. This combined Plan and Disclosure Statement provides for the Assets, to the extent not already liquidated, to be liquidated over time and the proceeds thereof to be distributed to holders of Allowed Claims in accordance with the terms of the Plan and the treatment of Allowed Claims described more fully herein. The Plan Administrator will effect such liquidation and distributions. The Debtors will be dissolved as soon as practicable after the Effective Date. Class 3 consists of General Unsecured Claims. Unless the Holders agrees to a different treatment, and pursuant to the Global Settlement, each Holder of a General Unsecured Claim shall receive such Holder's pro rata share of the Distribution Proceeds. The allowed unsecured claims total $40,831,000.00. This Class will receive a distribution of 1.9% of their allowed claims. On the Effective Date, all Interests shall be extinguished as of the Effective Date, and owners thereof shall receive no Distribution on account of such Interests. All consideration necessary to make all monetary payments in accordance with the Plan shall be obtained from the remaining Cash, and cash equivalents of the Debtors and their Estates, or their subsidiaries, and the proceeds of Plan Administration Assets to be monetized through the Plan Administrator. A full-text copy of the Amended Combined Disclosure Statement and Plan dated November 6, 2024 is available at https://urlcurt.com/u?l=SrClmE from PacerMonitor.com at no charge. Co-Counsel for the Debtors: Justin Bernbrock, Esq. Robert B. McLellarn, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 321 North Clark Street, 32nd Floor Chicago, Illinois 60654 Tel: (312) 499-6300 Fax: (312) 499-6301 E-mail: jbernbrock@sheppardmullin.com rmclellarn@sheppardmullin.com - and - Alexandria G. Lattner, Esq. 650 Town Center Drive, 10th Floor Costa Mesa, California 92626 Tel: (714) 513-5100 Fax: (714) 513-5130 E-mail: alattner@sheppardmullin.com Co-Counsel for the Debtors: Joseph M. Mulvihill, 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 E-mail: jmulvihill@ycst.com sborovinskaya@ycst.com kmcelroy@ycst.com About Takeoff Technologies Founded in 2016 by a group of former grocery executives, Takeoff Technologies, Inc. and its affiliates operate one of the leading The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Takeoff Technologies, Inc. and its affiliates. eGrocery, micro-fulfillment solution companies in the world. The Debtors' business model centers around the sale, subsequent maintenance, and support of the equipment and software needed to operate micro-fulfillment centers -- i.e. small, automated, robotic warehouses calledmicro-fulfillment centers, either placed in grocery stores or near the end-shoppers. The Debtors filed Chapter 11 petition (Bankr. D. Del. Lead Case No. 24-11106) on May 30, 2024. At the time of the filing, Takeoff Technologies reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP as lead bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; Huron Transaction Advisory, LLC as investment banker; and Huron Consulting Services, LLC as financial and restructuring advisor. John C. Didonato and Brett M. Anderson of Huron Consulting Services serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kilpatrick Townsend & Stockton, LLP and Ashby & Geddes, P.A. as legal counsels; Eversheds Sutherland (US), LLP as co-counsel; and Dundon Advisers, LLC as financial advisor. TLC MEDICAL: Court OKs Interim Use of Cash Collateral ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida granted TLC Medical Group, Inc. interim authorization to use cash collateral to pay its operating expenses. The interim order signed by Judge Mindy Mora approved the use of cash collateral to pay expenses incurred for the period from Nov. 4 to Dec. 4 in accordance with the company's budget. The budget shows $64,228.51 in total expenses. TLC is prohibited from using cash collateral for purposes outside of the approved budget. As adequate protection, secured creditors will be granted replacement liens on TLC's assets in case of any diminution in the value of their collateral. About TLC Medical Group Inc. TLC Medical Group, Inc. provides diagnosis and treatment of heart and circulatory disorders. It is based in Port St. Lucie, Fla. TLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21588) on November 4, 2024, with total assets of $1,905,679 and total liabilities of $2,093,600. Anthony Lewis, president of TLC, signed the petition. Judge Mindy A. Mora handles the case. The Debtor is represented by Susan D. Lasky, Esq., at Susan D. Lasky, PA. TONIX PHARMACEUTICALS: Reports $14.2 Million Net Loss in Fiscal Q3 ------------------------------------------------------------------ Tonix Pharmaceuticals Holding Corp. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $14.2 million on $2.8 million of net product revenue for the three months ended September 30, 2024, compared to a net loss of $28 million on $4 million of net product revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $107.9 million on $7.5 million of net product revenue, compared to a net loss of $89.3 million on $4 million of net product revenue for the same period in 2023. As of September 30, 2024, Tonix had approximately $28.2 million of cash and cash equivalents, compared to approximately $24.9 million as of December 31, 2023. Additionally, Tonix had inventory totaling approximately $7.9 million as of September 30, 2024. Net cash used in operations was approximately $46.3 million for the nine months ended September 30, 2024, compared to approximately $79.7 million for the same period in 2023. Cash used in investing activities for the nine months ended September 30, 2024 was approximately $117,000 compared to $28.6 million for the same period in 2023. In July 2024, Tonix received net proceeds of approximately $3.5 million in a securities offering with certain institutional and retail investors. Additionally, during the three months ended September 30, 2024, Tonix sold approximately 134.5 million shares of common stock under the 2024 ATM Sales Agreement for net proceeds of approximately $41.8 million. As of September 30, 2024, the Company had $95 million in total assets, $20.8 million in total liabilities, and $74.2 million in total equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/5c5fa284 About Tonix Pharmaceuticals Chatham, N.J.-based Tonix Pharmaceuticals Holding Corp., through its wholly owned subsidiary Tonix Pharmaceuticals, Inc., is a fully integrated biopharmaceutical company focused on developing and commercializing therapeutics to treat and prevent human disease and alleviate suffering. Going Concern The Company cautioned in its Form 10-Q report for the quarter ended March 31, 2024, that there is substantial doubt about its ability to continue as a going concern. The Company has suffered recurring losses from operations and negative cash flows from operating activities. As of March 31, 2024, the Company had working capital of approximately $9.6 million and an accumulated deficit of approximately $615.6 million. The Company held cash and cash equivalents of approximately $7 million as of March 31, 2024. During the fourth quarter of 2023, the Company engaged CBRE, an international real estate brokerage firm, to potentially find a strategic partner for or buyer of its Advanced Development Center in North Dartmouth, Massachusetts, to align with its current business objectives and priorities. As of March 31, 2024, the Company does not have a commitment in place to sell the building. The Company believes that its cash resources at March 31, 2024, and the gross proceeds of $4.4 million raised from an equity offering in the second quarter of 2024, will not meet its operating and capital expenditure requirements through the second quarter of 2025. TOTALLY COOL: Hires IEH Laboratories as FDA Consultant ------------------------------------------------------ Totally Cool, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ IEH Laboratories & Consulting Group as FDA Consultant. The firm's services include: a. reviewing the FDA Form 483 observations and concerns with the Debtor; b. assessing the current status of each observation and concern; c. developing written procedures and responses to address each FDA Form 483 observation; and d. providing such other services as may be required to enable the Debtor to sell its M&E. The firm will be paid at $250 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Dalia Alfi, a partner at IEH Laboratories & Consulting 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: Dalia Alfi IEH Laboratories & Consulting Group 1815 Brownsboro Road Suite 200 Louisville, KY 40206 Tel: (206)522-5432 About Totally Cool, Inc. Totally Cool, Inc., a manufacturer of premium ice cream cakes, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-17128) on August 23, 2024, with $2,007,082 in assets and $1,415,224 in liabilities. Michael J. Uhlfelder, president and CEO, signed the petition. Irving E. Walker, Esq. at Cole Schotz PC represents the Debtor as legal counsel. TOTALLY COOL: Hires Jeffery D. Stine CPA P.A. as Accountant ----------------------------------------------------------- Totally Cool, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Jeffery D. Stine, CPA, P.A. as accountant. The firm will provide these services: a. post all business transactions; b. reconcile all company bank accounts; c. prepare internal management financial statements and tax returns; and d. assist the Debtor, as requested, to prepare filings required by the Bankruptcy Court. The firm will be paid at $325.00 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffery D. Stine, a partner at Jeffery D. Stine, CPA, 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: Jeffery D. Stine Jeffery D. Stine, CPA, P.A. 1954 Greenspring Drive Suite 305 Timonium, MD 21093 Tel: (410) 828-4446 About Totally Cool, Inc. Totally Cool, Inc., a manufacturer of premium ice cream cakes, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-17128) on August 23, 2024, with $2,007,082 in assets and $1,415,224 in liabilities. Michael J. Uhlfelder, president and CEO, signed the petition. Irving E. Walker, Esq. at Cole Schotz PC represents the Debtor as legal counsel. ULTRA SAFE: Committee Hires Potter Anderson & Corroon as Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Ultra Safe Nuclear Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Potter Anderson & Corroon LLP as Delaware counsel. The firm's services include: a. providing legal advice regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish Committee goals, bearing in mind that the Delaware Bankruptcy Court relies on Delaware counsel such as Potter Anderson to be involved in all aspects of each bankruptcy proceeding; b. drafting, reviewing and commenting on drafts of documents to ensure compliance with the Local Rules, practices, and procedures; c. drafting, filing and service of documents as requested by S&K; d. preparing certificates of no objection, certifications of counsel, and notices of fee applications; e. printing of documents and pleadings for hearings, preparing binders of documents and pleadings for hearings; f. appearing in Court and at any meetings of creditors on behalf of the Committee in its capacity as Delaware counsel with S&K; g. monitoring the docket for filings and coordinating with S&K on pending matters that may need responses; h. participating in calls with the Committee; i. providing additional administrative support to S&K, as requested; and j. taking on any additional tasks or projects the Committee may assign. The firm will be paid at these rates: Partners $1,075 to $1,200 per hour Associates $475 to $515 per hour Paraprofessionals $360 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeremy W. Ryan, a partner at Potter Anderson & Corroon 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: Jeremy W. Ryan Potter Anderson & Corroon LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Tel: (302) 984-6000 About Ultra Safe Nuclear Corporation Ultra Safe Nuclear Corp. -- https://www.usnc.com/ -- is a privately-owned provider of nuclear fuel and reactor components. Ultra Safe Nuclear and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-12443) on October 29, 2024, with $10 million to $50 million in assets and $50 million to $100 million in liabilities. Kurt A. Terrani, the interim chief executive officer, signed the petition. The Debtors are represented by Elizabeth Soper Justison, Esq., at Young Conaway Stargatt & Taylor, LLP. ULTRA SAFE: Committee Hires Seward & Kissel LLP as Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Ultra Safe Nuclear Corporation and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Seward & Kissel LLP as counsel. The firm's services include: a. advising the Committee with respect to its rights, powers and duties; b. advising the Committee in its consultations with the Debtors relative to the administration of the Chapter 11 Cases; c. advising the Committee in analyzing the claims of the Debtors' creditors and in negotiating with such creditors; d. reviewing financial and operational information furnished by the Debtors to the Committee; e. investigating, and advising the Committee with respect thereto, the acts, conduct, assets, liabilities, and financial condition of the Debtors and/or insiders, the operations of the Debtors' business and the desirability of the continuance of such business, motions filed, assets of the estate and any other matters relevant to the Chapter 11 Cases or to the formulation of a plan and/or exit strategy; f. advising the Committee with respect to any contemplated sale of the Debtors' assets, and assisting, participating, and attending any related auction and sale process; g. assisting the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, cash collateral usage and financing to be obtained in the Chapter 11 Cases and the terms of any plan of reorganization or liquidation of the Debtors; h. conferring with the Debtors' management, counsel, and financial advisor and any other retained professional; i. conferring with the principals, counsel and advisors of the Debtors' lenders and equity holders; j. assisting and advising the Committee with respect to its communications with the general creditor body regarding significant matters in the Chapter 11 Cases; k. representing the Committee at hearings and other proceedings; l. attending the meetings of the Committee; m. reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advising the Committee as to their propriety; n. taking necessary actions to protect and preserve the interests of the Committee, including, but not limited to (i) possible prosecution of actions on its behalf, (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved, and (iii) if appropriate, reviewing and analyzing claims filed against the Debtors' estates; o. appearing, as appropriate, before this Court and the appellate courts, to protect the interests of the Committee before those courts; p. assisting the Committee in preparing and filing pleadings, motions, applications, answers, orders, reports and papers as may be necessary in furtherance of the Committee's interests and objections; and q. performing such other legal services as may be required and are 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. The firm will be paid at these rates: Partners $1,225 to $1,800 per hour Counsel $1,075 to $1,200 per hour Associates $550 to $1,075 per hour Paraprofessionals $275 to $530 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert J. Gayda, a partner at Seward & Kissel LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert J. Gayda, Esq. Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Tel: (212) 574-1200 About Ultra Safe Nuclear Corporation Ultra Safe Nuclear Corp. -- https://www.usnc.com/ -- is a privately-owned provider of nuclear fuel and reactor components. Ultra Safe Nuclear and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-12443) on October 29, 2024, with $10 million to $50 million in assets and $50 million to $100 million in liabilities. Kurt A. Terrani, the interim chief executive officer, signed the petition. The Debtors are represented by Elizabeth Soper Justison, Esq., at Young Conaway Stargatt & Taylor, LLP. ULTRA SAFE: Committee Taps Emerald Capital as Financial Advisors ---------------------------------------------------------------- The official committee of unsecured creditors of Ultra Safe Nuclear Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Emerald Capital Advisors as financial advisors. The firm will provide these services: a. review and analyze the Company's operations, financial condition, business plan, strategy, and operating forecasts; b. assist in evaluating the terms, conditions, and impact of any proposed asset sale transactions; c. review and supplement where applicable the Company's advisors in any M&A efforts; d. assist the Committee with the negotiation of the sale or sales of substantially all of the Debtors' assets, including participating in negotiations with creditors and other parties involved in such sale(s); e. assist the Committee in understanding the business and financial impact of various restructuring alternatives of the Debtors; f. advise the Committee as it assesses the Debtors' executory contracts including assume versus reject considerations; g. assist and advise the Committee in connection with its identification, development, and implementation of strategies related to the potential recoveries for unsecured creditors as it relates to the Debtors' plan; h. provide testimony, as necessary, in any proceeding before the Bankruptcy Court; and i. provide the Committee with other appropriate general restructuring advice. The firm will be paid at these rates: Managing Partners $900 per hour Managing Directors $750 to $800 per hour Vice Presidents $600 to $700 per hour Associates $450 to $550 per hour Analysts $300 to $400 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John P. Madden, a partner at Emerald Capital 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: John P. Madden Emerald Capital Advisors 150 East 52nd Street, 28th Floor New York, NY 10022 Tel: (646) 968-4094 About Ultra Safe Nuclear Corporation Ultra Safe Nuclear Corp. -- https://www.usnc.com/ -- is a privately-owned provider of nuclear fuel and reactor components. Ultra Safe Nuclear and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-12443) on October 29, 2024, with $10 million to $50 million in assets and $50 million to $100 million in liabilities. Kurt A. Terrani, the interim chief executive officer, signed the petition. The Debtors are represented by Elizabeth Soper Justison, Esq., at Young Conaway Stargatt & Taylor, LLP. URBAN ONE: Registers 7.75M Additional Shares Under Equity Plan -------------------------------------------------------------- Urban One, Inc. filed Registration Statement pursuant to General Instruction E of Form S-8 with the U.S. Securities and Exchange Commission to register: (i) 750,000 additional shares of Class A Common Stock, par value $0.001 per share; and (ii) 7,000,000 additional shares of Class D Common Stock, par value $0.001 per share under the Company's 2019 Equity and Performance Incentive Plan, as amended and restated. A full-text copy the registration statement is available at: https://tinyurl.com/tasrdk2c About Urban One Urban One, Inc., formerly known as Radio One, Inc., headquartered in Silver Spring, Md., is an urban-oriented multimedia company that operates or owns interests in radio broadcasting stations (32% of revenue as of LTM Q4 2022) generated by 66 stations in 13 markets, cable television networks (43% of revenue), an 80% ownership in Reach Media (9% of revenue), and ownership of Interactive One, its digital platform, as well as other internet-based properties (16% of revenue), largely targeting an African-American and urban audience. The Chairperson, Catherine L. Hughes, and President, Alfred C. Liggins III (Chairperson's son), maintain voting control and hold a significant ownership position. The Company reported consolidated revenue of $485 million as of LTM Q4 2022. As of September 30, 2024, the Company had $962.6 million in total assets, $747.2 million in total liabilities, $10.6 million in redeemable non-controlling interests, and $204.8 million in total stockholders' equity. * * * In August 2024, Moody's Ratings affirmed Urban One, Inc.'s B3 Corporate Family Rating. However, the B3-PD Probability of Default Rating liquidity (SGL) rating was downgraded to SGL-2 from SGL-1. The outlook was changed to negative from stable. The change in outlook to negative reflects Urban One's operating weakness driven by subscriber losses within the cable TV division and slowing radio advertising demand due to persistent negative secular pressures associated with advertising dollars shifting to digital advertising. There is limited visibility into the pace of future subscriber losses and whether radio advertising demand will stabilize. Urban One's adjusted financial leverage increased to 6.3x (6.8x excluding Moody's standard lease adjustments) in the LTM period ending March 2024. Moody's expects leverage to decrease to high-5x (low-6x excluding leases) in the next 12-18 months, driven by voluntary debt repayments. URBAN ONE: Reports $31.4 Million Net Loss in Fiscal Q3 ------------------------------------------------------ Urban One, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $31.4 million on $110.4 million of net revenue for the three months ended September 30, 2024, compared to a net loss of $53.7 million on $117.8 million of net revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $68.8 million on $332.5 million of net revenue, compared to a net income of $15 million on $357.3 million of net revenue for the same period in 2023. As of September 30, 2024, the Company had $962.6 million in total assets, $747.2 million in total liabilities, $10.6 million in redeemable non-controlling interests, and $204.8 million in total stockholders' equity. Alfred C. Liggins, III, Urban One's CEO and President stated, "On a same station basis our radio division finished Q3 -7.7% excluding political, and -3.6% with political. We saw a strong uptick in political revenues beginning in September, with Q4 core radio revenue currently pacing down 3.0%, but up 23.9% overall. Reach Media increased margins and Adjusted EBITDA, despite an 8.2% reduction in revenue for the quarter, due to reduced selling, general and administrative expenses. Our Cable TV business continues to suffer from subscriber churn and audience delivery shortfall, impacting both advertising and affiliate revenues, which were both down double digit percentages in Q3. Digital advertising revenues were down 4.1% as the business experienced moderately weaker advertising demand than prior year. During Q2 we repurchased an additional $14.5 million of our 2028 notes at 75.0%, and we ended the quarter with approximately $115.5 million of cash, cash equivalents and restricted cash." A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2mcy58te About Urban One Urban One, Inc., formerly known as Radio One, Inc., headquartered in Silver Spring, Md., is an urban-oriented multimedia company that operates or owns interests in radio broadcasting stations (32% of revenue as of LTM Q4 2022) generated by 66 stations in 13 markets, cable television networks (43% of revenue), an 80% ownership in Reach Media (9% of revenue), and ownership of Interactive One, its digital platform, as well as other internet-based properties (16% of revenue), largely targeting an African-American and urban audience. The Chairperson, Catherine L. Hughes, and President, Alfred C. Liggins III (Chairperson's son), maintain voting control and hold a significant ownership position. The Company reported consolidated revenue of $485 million as of LTM Q4 2022. * * * In August 2024, Moody's Ratings affirmed Urban One, Inc.'s B3 Corporate Family Rating. However, the B3-PD Probability of Default Rating liquidity (SGL) rating was downgraded to SGL-2 from SGL-1. The outlook was changed to negative from stable. The change in outlook to negative reflects Urban One's operating weakness driven by subscriber losses within the cable TV division and slowing radio advertising demand due to persistent negative secular pressures associated with advertising dollars shifting to digital advertising. There is limited visibility into the pace of future subscriber losses and whether radio advertising demand will stabilize. Urban One's adjusted financial leverage increased to 6.3x (6.8x excluding Moody's standard lease adjustments) in the LTM period ending March 2024. Moody's expects leverage to decrease to high-5x (low-6x excluding leases) in the next 12-18 months, driven by voluntary debt repayments. UROGEN PHARMA: Adage Capital Holds 8.87% Equity Stake ----------------------------------------------------- Adage Capital Management, L.P. disclosed in a Schedule 13 filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, the firm and its affiliated entities -- Robert Atchinson and Phillip Gross beneficially owned 3,735,741 shares of UroGen Pharma Ltd.'s Ordinary Shares, representing 8.87% of the 42,114,070 shares of Common Stock outstanding as of August 5, 2024, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Securities and Exchange Commission on August 13, 2024. Adage Capital may be reached at: Robert Atchinson Managing Member 200 Clarendon Street, 52nd Floor Boston, Massachusetts 02116 Tel: 617-867-2800 A full-text copy of Adage Capital's SEC Report is available at: https://tinyurl.com/mr2pz5sm About UroGen Pharma Ltd. Headquartered in Princeton, N.J., UroGen Pharma Ltd. -- http://www.urogen.com-- is a biotechnology company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers. The Company has developed RTGel reverse-thermal hydrogel, a proprietary sustained release, hydrogel-based technology that has the potential to improve therapeutic profiles of existing drugs. The Company's technology is designed to enable longer exposure of the urinary tract tissue to medications, making local therapy a potentially more effective treatment option. Florham Park, N.J.-based PricewaterhouseCoopers LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has incurred losses and experienced negative operating cash flows since its inception that raise substantial doubt about its ability to continue as a going concern. As of September 30, 2024, UroGen Pharma had $301.9 million in total assets, $276.4 million in total liabilities, and $25.5 million in total stockholders' equity. US ACUTE CARE: $200MM Notes Add-on No Impact on Moody's 'B3' CFR ---------------------------------------------------------------- Moody's Ratings said that US Acute Care Solutions. LLC's ("USACS") ratings and stable outlook are not affected by the company's proposed $200 million fungible add-on to its senior secured notes. The company's ratings include B3 Corporate Family Rating, B3-PD Probability of Default Rating and B3 rating of senior secured notes. The proceeds from the $200 million add-on debt, will be used to partially pay down the company's preferred share obligations and for general corporate purpose. Moody's estimate that the company's pro forma debt/EBITDA after the transaction will be approximately 5.1 times for LTM September 2024. While the debt-funded reduction of preferred capital points to aggressive financial policy, Moody's expect that the company's operating performance and balanced growth strategy will help maintain leverage in the 5.0-6.5 times range. Headquartered in Canton, OH, US Acute Care Solutions, LLC is a provider of emergency medicine, hospitalist and observation services in 26 US states. The Company also provides management services, billing and financial services, and debt collection services to the hospital emergency room entities. The company is more than 95% owned by physicians and the rest by health systems. Revenues for the last 12 months ended on September 30, 2024, were approximately $1.86 billion. VERITIV OPERATING: Moody's Assigns 'B1' CFR, Outlook Stable ----------------------------------------------------------- Moody's Ratings assigned a B1 corporate family rating and B1-PD probability of default rating to Veritiv Operating Company. The rating outlook is stable. Verde Purchaser, LLC has been merged into Veritiv Operating Company. At the same time, Moody's assigned a B2 rating to the new $600 million backed senior secured first lien term loan B-2 maturing November 2030 that will be issued by Veritiv Operating Company, as the borrower. Concurrently, Moody's also affirmed the company's existing B2 backed senior secured notes and backed senior secured first lien term loan ratings that were previously issued at Verde Purchaser, LLC in November 2023. Moody's also withdrew the B1 corporate family rating, B1-PD probability of default rating and stable oulook of Verde Purchaser, LLC. Veritiv Operating Company became the borrower of the existing B2 senior secured notes and term loan, as a result of the organizational restructuring. To finance the acquisition of Orora Packaging Solutions ("OPS"), Moody's anticipate that Veritiv Operating Company will issue in the near future $550 million of additional senior secured notes that will be pari passu with the company's senior secured term loans and existing senior secured notes. Proceeds from the new debt, along with $40 million of ABL drawings on the $825 million facility that is to be upsized to $1.1 billion, will be used to fund the purchase of OPS for around $1.2 billion. "The fully debt financed acquisition of OPS limits Veritiv's rating cushion, but Moody's expect pressure on credit metrics to subside with a successful integration and synergy realization. In addition, Moody's expect Veritiv to continue to generate free cash flow that can be allocated toward debt reduction," said Scott Manduca, Vice President at Moody's Ratings. RATINGS RATIONALE Veritiv's B1 CFR is supported by its scale and asset-lite business model. The company's broad North American footprint is beneficial in efficiently serving over ten thousand regional and national customers across diverse end markets, through their packaging, print, and facility solutions business segments. With the addition of OPS, Veritiv drives toward its goal of expanding into end markets that make the company more of a pure-play consumer good packaging distributor. Furthermore, Veritiv's highly variable cost structure and minimal capital expenditure requirements support the ability to consistently generate free cash flow. Therefore, to exercise balance sheet discipline, the company has financial flexibility to fund bolt-on acquisitions or reduce absolute debt. The OPS acquisition improves the scale (revenue) of Veritiv to close to $8 billion on a pro forma basis, and enhances Veritiv's geographic footprint and product portfolio. Moody's forecast pro forma debt-to-EBITDA (Moody's adjusted) of about 5.1x for 2024, before synergies, and declining to 5.0x and 4.5x in 2025 and 2026, respectively. Moody's expect total costs of around $105 million to be endured and evenly allocated over the next two years that will yield a similar amount, or more, in synergies. The rise in debt leverage is substantial and reduces the company's financial flexibility within its rating category. A successful integration of OPS and execution of synergies will be key for future leverage reduction and improving credit metrics to levels more consistent with its B1 rating. Veritiv has a limited track record when it comes to operating with this level of debt leverage, while simultaneously integrating a fairly large acquisition. However, CD&R's ownership experience in the distribution space may support a successful, efficient, and timely integration and projected synergy realization. The stable outlook reflects Moody's expectation of continued positive free cash flow generation and the associated benefits for Veritiv from the acquisition operating as a more consumer good centric packaging distributor with substantial scale. Moody's expect Veritiv to maintain good liquidity over the next twelve months supported by only around $87 million of drawings on its $1.1 billion ABL revolver and cash of $34 million, pro forma this transaction. Moody's forecast Veritiv will generate free cash flow of about $160 million in 2024 and 2025, before increasing to around $200 million in 2026, as synergies from the OPS integration are progressively achieved. The B2 rating on Veritiv's pari passu first lien senior secured term loans and senior secured notes reflect their subordination to the asset-based revolver, which is secured by the most liquid assets, accounts receivable and inventory, and has been upsized to $1.1 billion from $825 million. The borrower is now Veritiv Operating Company, since Verde Purchaser, LLC was merged into this entity, which is where the audited financial statements will be issued going forward. The facilities are guaranteed on a first lien senior secured basis on substantially all tangible and intangible assets of the borrower and each guarantor, and a second lien on the ABL revolver collateral. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if debt-to-EBITDA is below 4.0x. Other upgrade considerations are the preservation of good liquidity, a sustainable improvement in operating margins, and a reduction in private equity ownership and influence, including predictable financial policies regarding capital deployment, and evidence that its end markets remain supportive of organic growth. Moody's could downgrade the ratings if debt-to-EBITDA remains above 5.0x and EBITA-to-interest expense is trending toward 1.5x. Other considerations include a deteriorating liquidity profile and aggressive acquisitions or shareholder return initiatives. Headquartered in Atlanta, Georgia, Veritiv Operating Company (d/b/a Veritiv Corporation) is a leading North American B2B distributor of packaging, facility solutions, and print products and services. The company generated $5.8 billion in revenue for the last twelve months ended September 2024. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. VIASAT INC: Baupost Entities Hold 9.57% Equity Stake ---------------------------------------------------- The Baupost Group, LLC, Baupost Group GP, LLC and Seth A. Klarman, managing member of BG GP and a controlling person of Baupost, disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned 12,222,590 shares of Viasat Inc.'s common stock, representing 9.57% of the shares outstanding. The Baupost Group may be reached at: Seth A. Klarman Chief Executive Officer 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 Tel: 617-210-8300 A full-text copy of The Baupost Group's SEC Report is available at: https://tinyurl.com/5zc7hcxw About Viasat Inc. Viasat, Inc., headquartered in Carlsbad, California, operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related communications, networking systems, and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band, and S-band spectrum and provides voice and data services to customers on land, at sea, and in the air. As of September 30, 2024, Viasat had $17.8 billion in total assets, $12.7 billion in total liabilities, and $5 billion in total equity. * * * 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. VINTAGE WINE ESTATES: Court Orders Co., Lenders to Settle Dispute ----------------------------------------------------------------- Rick Archer of Law360 Bankruptcy Authority reports that on December 5, 2024, a Delaware bankruptcy judge directed Vintage Wine Estates and its lenders to meet with a mediator to resolve their disputes over funding for the wine producer's Chapter 11 case. About Vintage Wine Estates Vintage Wine Estates, Inc. (NASDAQ: VWE) produces and sells wines and craft spirits in the United States, Canada, and internationally. The company offers its products under the Layer Cake, Cameron Hughes, Clos Pegase, B.R. Cohn, Firesteed, Bar Dog, Kunde, Cherry Pie, and others. It also owns and operates hospitality facilities; and provides bottling, fulfillment, and storage services to other companies on a contract basis. The company was founded in 2019 and is headquartered in Incline Village, Nevada. As of March 31, 2024, the Company had $478.63 million in total assets, $393.47 million in total liabilities, and $84.92 million in total stockholders' equity. As of Dec. 31, 2023, the Company had $502.5 million in total assets and $391.6 million in total liabilities. Vintage Wine Estates, Inc., announced that the Company and certain of its subsidiaries filed a voluntary petition for reorganization under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. This process is intended to establish a fair, structured process for VWE to address outstanding debt obligations while the business pursue the sale of its assets. Over the preceding months, the Company experienced negative financial headwinds that severely impacted its liquidity position. In response, the Company explored several solutions to overcome these challenges, with the monetization of all assets being the most viable path forward to maximize value. On July 24, 2024, Meier Wine Cellars Acquisition, LLC, and 11 subsidiaries, including Vintage Wine Estates, Inc. (CA) and Vintage Wine Estates, Inc. (NV), each filed petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors cases are jointly administered under In re Meier's Wine Cellars Acquisition, LLC, Case No. 24-11575. The Debtors entered chapter 11 with approximately $310 million in secured debt and successfully negotiated a $60.5 million debtor-in-possession financing facility, including $26.5 million of new money, with their prepetition secured lenders. The Debtors intend to seek confirmation of a chapter 11 plan following the successful sale of their assets. Jones Day and Richards, Layton & Finger, P.A., serve as counsel to the Debtors. Riveron RTS, LLC, is the financial advisor. Epiq is the claims agent. Fox Rothschild LLP is the Creditors' Committee's counsel. VISALUS INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: ViSalus, Inc. 901 Sam Rayburn Highway Melissa TX 75454 Chapter 11 Petition Date: December 5, 2024 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 24-42952 Debtor's Counsel: Jeff Carruth, Esq. WEYCER KAPLAN PULASKI & ZUBER P.C. 2608 Hibernia St. Dallas TX 75204 Tel: (713) 961-9045 E-mail: jcarruth@wkpz.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $50 million to $100 million The petition was signed by Niklas Sarnicola as authorized representative. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WQD6JHQ/ViSalus_Inc__txebke-24-42952__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WUWMCHA/ViSalus_Inc__txebke-24-42952__0001.0.pdf?mcid=tGE4TAMA VISTA OUTDOOR: Czechoslovak Deal No Impact on Moody's 'Ba3' CFR --------------------------------------------------------------- Moody's Ratings said Vista Outdoor Inc.'s ratings including the Ba3 Corporate Family Rating, Ba3-PD Probability Rating and B1 senior unsecured note ratings are not affected by shareholder approval of the sale of the Kinetic Group (the ammunition business) to the Czechoslovak Group ("CSG"). The transaction does not affect Vista Outdoor's ratings since Moody's expect to withdraw the company's ratings because the rated debt will likely be repaid as part of a transaction. The approved transaction results in shareholders receiving one share of the remaining assets (Revelyst outdoor products business) and $25.75 in cash for a combined total consideration that values the Kinetic Group at $2.225 billion. Vista also announced that it expects to complete the sale of Revelyst to Strategic Value Partners, LLC ("SVP") in a separate all-cash transaction expected to close in January with an enterprise value of $1.125 billion. The combined transactions are expected to deliver roughly $45 per share to Vista's shareholders or roughly $3.35 billion. The approved transaction is credit positive because it provides clarity to the ownership of Vista Outdoor's assets and debt disposition after a more than two year period in which the company was considering various strategic alternatives. The sale of all assets eliminates the risk to lenders that management would complete a spin of the Revelyst business into a standalone company while keeping the debt with the ammunition business as originally planned in May 2022, or target another leveraging transaction. According to Section 6.14 of the CSG merger agreement, Vista Outdoor's notes will be repaid in conjunction with the transaction. Vista Outdoor Inc., based in Anoka, Minnesota, is a manufacturer and marketer of ammunition (Kinetic group) and outdoor sports and recreation products (Revelyst group). The publicly-traded company produces a broad product line for the biking, winter sports, hunting, shooting sports, wildlife watching, archery, and golf markets. Major brands include Remington, Federal, Bushnell, CamelBak, Camp Chef, Foresight, Fox Racing, Bell and Giro, to name a few. Sales were approximately $2.7 billion for the 12 months ended September 30, 2024. VISTA OUTDOOR: S&P Withdraws 'BB' ICR After Kinetic Business Sale ----------------------------------------------------------------- S&P Global Ratings has withdrawn its ratings on Vista Outdoor Inc. following the sale of its The Kinetic Group business to the Czechoslovak Group and the repayment of its debt. At the time of the withdrawal, the issuer credit rating was 'BB' with a stable outlook. WATER'S EDGE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Water's Edge Limited Partnership 394 Ocean Avenue Revere MA 02151 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 5, 2024 Court: United States Bankruptcy Court District of Massachusetts Case No.: 24-12445 Judge: Hon. Christopher J Panos Debtor's Counsel: David Frye, Esq. RUSSO, FRYE & ASSOCIATES, LLP 2 Oliver Street Suite 612 Boston, MA 02109 Tel: (617) 542-7700 E-mail: dfrye@russofryellp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Evelyn M. Carabetta as authorized representative of the Debtor. 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/GJ65VYA/Waters_Edge_Limited_Partnership__mabke-24-12445__0001.0.pdf?mcid=tGE4TAMA WEST CENTRO: Unsecured Creditors Will Get 15% of Claims in Plan --------------------------------------------------------------- West Centro, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana a Disclosure Statement for Plan of Reorganization dated November 7, 2024. The Debtor was founded in 2013. Its primary asset is a retail center and related redevelopment of an outdated and poorly designed 1970's shopping center who designed and developed/constructed large retail and electrical/mechanical and structural improvements with municipal addresses of 2100 Franklin Avenue, Gretna, Louisiana located on two parcels of property (the "Property"). The Property was purchased by the Debtor in July 2013 for approximately $1,200,000.00. The Debtor made several renovations and heavy construction/engineering to the property since purchasing. When the Property was acquired by the Debtor, the structural components of the building did not allow for open, clear span bays, or the flexibility to allow for different commercial uses of bay sizes or layouts. The Debtor's cashflow is derived from the collection of rents of the units on the Property, building and designing units, management fees, leasing fees, and property maintenance. After redevelopment and redesign of the Property, within 10 months the Debtor went from a vacant center to 95% leased and stabilized. Class 5 consists of General Unsecured Claims. Each holder of an Allowed General Unsecured Claim shall receive quarterly cash payments equal to its pro rata share of $195,000.00, to be paid over a period of eighty-four months. Payments shall commence on the first day of the fifteenth month after the Distribution Date. Class 5 will also receive fifty percent of the Litigation Funds. Any distributions of Litigation Funds will not be applied towards the quarterly payment amounts. The total estimate of the Class 5 Claims is $1,300,000.00. This Class will receive a distribution of 15% of their allowed claims. This Class is impaired. Class 6 consists of Equity Interests. Although the Holders of Equity Interests shall retain those interests after confirmation, no distributions may be made to the Holders of such Equity Interests by virtue of same unless the following conditions have been met: (a) all Unclassified Claims except for Priority Claims have been paid in full; and, (b) the Debtor is current on all payments to the holders of Priority Claims and the Class 2, 3, 4, and 5 Claims as required by this Plan. The Plan contemplates payments to all holders of Allowed Claims against the Debtor based upon the cash flow created through the business operations of the Debtor or, alternatively, liquidation of the Debtor's assets. The Debtor owns a 27,000 square foot building which can accommodate 10-16 separate units. At this time, 5,284 square feet is occupied. The funds required under the Plan will be generated through rental revenue. The Debtor's financial projections are based on rentals increasing over the first six months of 2025 to a 92% occupancy rate. The Debtor has engaged Latter & Blum as leasing agent. The marketing of the Property had a slower rollout than expected due to Hurricane Francine, access challenges such as incorrect labeling and lockbox issues. A proactive remediation plan to resolve prior roof and HVAC issues, which had led to water intrusion, is in progress, and Latter & Blum anticipates increased showings as these improvements are completed. A full-text copy of the Disclosure Statement dated November 7, 2024 is available at https://urlcurt.com/u?l=6ankoR from PacerMonitor.com at no charge. Attorneys for the Debtor: Patrick S. Garrity, Esq. Albert J. Derbes, IV, Esq. Derbes Law Firm, L.L.C. 3027 Ridgelake Drive Metairie, LA 70002 Tel: (504) 837-1230 Fax: (504) 832-0322 Email: pgarrity@derbeslaw.com About West Centro West Centro, LLC, is primarily engaged in renting and leasing real estate properties. It owns the real property located at 2100-2108 Franklin St., Gretna, La., valued at $2.4 million. West Centro filed Chapter 11 petition (Bankr. E.D. La. Case No. 24-11536) on Aug. 7, 2024, with total assets of $3,362,535 and total liabilities of $3,478,874. Judge Meredith S. Grabill oversees the case. The Debtor is represented by Patrick Garrity, Esq., at The Derbes Law Firm, LLC. WINDSOR HOTEL: To Sell Kilgore Property to Amish Patel for $3.7MM ----------------------------------------------------------------- Windsor Hotel Group LLC seeks approval from the U.S Bankruptcy Court for the Eastern District of Texas, Tyler Division, to sell Real Property, free and clear of liens, claims, and encumbrances. The Debtor aims to sell its real property and improvements commonly known as a Hampton Inn hotel located at 3109 Hwy. 259 North, Kilgore, Texas, 75662. Frances A. Smith has been appointed as the SubChapter V Trustee. The Debtor receives a purchase and sale agreement for the purchase price of $3,700,000 from Amish Patel or his assigns. The sale of the Property pursuant to the Contract is subject to any higher or better offer. The Buyer's agent will receive a commission of 3% of the gross sales price if the sale closes. The Debtor has adequately marketed the Property and asserts the proposed Purchase Price is fair and reasonable. A delay may result in loss of the Buyer, or further reduction in value received, and will result in additional ongoing expenses to the Debtor and its estate. The Debtor will show at the hearing hereon that it negotiated with all potential purchasers at arm’s-length, in good faith, and in an effort to achieve the best offer for its Property. About Windsor Hotel Group LLC Windsor Hotel Group, LLC operates in the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60204) on April 2, 2024. In the petition signed by Badruddin Damani, CEO & managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joshua P. Searcy oversees the case. Joyce W. Lindauer, Esq., at JOYCE W. LINDEAUER ATTORNEY, PLLC, represents the Debtor as legal counsel. WINESTEAD LLC: Gets Final OK to Use Cash Collateral Until Jan. 31 ----------------------------------------------------------------- Winestead, LLC received final approval from the U.S. Bankruptcy Court for the Central District of California, Riverside Division to use cash collateral. The final order signed by Judge Mark Houle approved the use of cash collateral to pay the company's business expenses until Jan. 31 next year. Creditors with existing liens, including First Bank, the U.S. Small Business Association, and the California Department of Tax and Fee Administration, were granted replacement liens on Winestead's post-petition property, excluding causes of action, to the same extent and with the same priority as their pre-bankruptcy liens. In addition, the SBA will receive a monthly payment of $3,168 from the company while First Bank will receive a monthly payment of $2,000 in accordance with its court-approved stipulation with the company. Meanwhile, Winestead was authorized to use cash collateral to make "adequate assurance" payments of $2,940 and $1,157 to utility service providers Southern California Gas and the Western Municipal Water District, respectively. About Winestead LLC Winestead LLC -- https://www.orangecoastwinery.com -- is a restaurant known for offering great lunch, dinner and brunch. It conducts business under the name Wine Ranch Grill and Cellars. Winestead filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-16223) on October 17, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Mark Houle oversees the case. The Debtor is represented by Robert B Rosenstein, Esq., at Rosenstein & Associates. WISA TECHNOLOGIES: Registers 466,895 Common Shares Under 2018 LTIP ------------------------------------------------------------------ WiSA Technologies, Inc. filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission for the purpose of registering an aggregate of 466,895 shares of common stock, par value $0.0001 per share, of the Company issuable under its 2018 Long-Term Stock Incentive Plan, pursuant to its "evergreen" provision set forth in Section 5.A. thereof. A full-text copy the registration statement is available at: https://tinyurl.com/z2t4sba8 About WiSA Technologies WiSA Technologies Inc. -- www.wisatechnologies.com -- develops and markets spatial audio wireless technology for smart devices and home entertainment systems. The Company's WiSA Association collaborates with consumer electronics companies, technology providers, retailers, and industry partners to promote high-quality spatial audio experiences. WiSA E is the Company's proprietary technology for seamless integration across platforms and devices. San Jose, California-based BPM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company's recurring losses from operations, a net capital deficiency, available cash, and cash used in operations as factors raising substantial doubt about its ability to continue as a going concern. For the year ended December 31, 2023, WISA Technologies reported a net loss of $18.7 million, compared to a net loss of $16.2 million for the same period in 2022. As of June 30, 2024, WiSA Technologies had $10.6 million in total assets, $4.2 million in total liabilities, and $6.4 million in total stockholders' equity. WORKHORSE GROUP: Incurs $25.14 Million Net Loss in Third Quarter ---------------------------------------------------------------- Workhorse Group Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $25.14 million on $2.51 million of sales (net of returns and allowances) for the three months ended Sept. 30, 2024, compared to a net loss of $30.65 million on $3.03 million of sales (net of returns and allowances) for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss of $80.61 million on $4.69 million of sales (net of returns and allowances) compared to a net loss of $78.66 million on $8.69 million of sales (net of returns and allowances) for the same period during the prior year. As of Sept. 30, 2024, the Company had $101.41 million in total assets, $54.15 million in total liabilities, and $47.26 million in total stockholders' equity. Workhorse Group stated, "As a result of our recurring losses from operations, accumulated deficit, projected capital needs, and delays in bringing our trucks to market and lower than expected market demand, substantial doubt exists regarding our ability to continue as a going concern within one year after the issuance date of the accompanying Condensed Consolidated Financial Statements. Our ability to continue as a going concern is contingent upon successful execution of management's intended plan over the next twelve months to improve the Company's liquidity and working capital, which includes, but is not limited to: * Generating revenue by increasing sales of our trucks and other services. * Reducing expenses and limiting non-contracted capital expenditures. * Raising capital to fund operations through the issuance of debt or equity securities, including through our 2024 Securities Purchase Agreement...and our At-the-Market Sales Agreement ("ATM Agreement"), the sale of assets, or other strategic transactions. Management Commentary "We continue to make steady progress on several fronts here at Workhorse," said Company CEO Rick Dauch. "Securing a three-year Master Framework Agreement with FedEx is an extremely important and commercially validating milestone for us as an emerging commercial EV company. We have already built and shipped the first 15 trucks under this agreement and believe we will earn a larger order from FedEx in 2025. We also recently announced several new purchase orders with independent FedEx Ground contractors and are working diligently to convert the positive conversations and vehicle demos we are having with both contractors and other fleets into firm purchase orders. Mr. Dauch added: "I'm excited to announce that that we have been awarded a General Services Administration (GSA) contract, which further expands our reach by enabling federal government agencies that desire to purchase our vehicles the ability to more easily procure Workhorse vehicles. We continue to see the industry slowly, but steadily, shifting towards zero-emissions, especially in California and other key regions across the country. Workhorse stands ready as a capable and reliable partner to help businesses and government owned fleets execute on their sustainability initiatives." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1425287/000142528724000131/wkhs-20240930.htm About Workhorse Group Workhorse Group Inc. -- http://www.workhorse.com/-- is a technology company focused on providing electric vehicles to the last-mile delivery sector. As an American original equipment manufacturer, the Company designs and builds high-performance, battery-electric trucks. Workhorse also develops cloud-based, real-time telematics performance monitoring systems that are fully integrated with its vehicles and enable fleet operators to optimize energy and route efficiency. All Workhorse vehicles are designed to make the movement of people and goods more efficient and less harmful to the environment. Cincinnati, Ohio-based Grant Thornton LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 12, 2024, citing that the Company incurred a net loss of $123.9 million and used $123.0 million of cash in operating activities during the year ended December 31, 2023. As of that date, the Company had total working capital of $40.5 million, including $25.8 million of cash and cash equivalents, and an accumulated deficit of $751.6 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. WYNN RESORTS: Moody's Affirms 'B1' CFR & Alters Outlook to Positive ------------------------------------------------------------------- Moody's Ratings affirmed Wynn Resorts Finance, LLC's ("WRF" or "Wynn") B1 Corporate Family Rating, B1-PD Probability of Default rating, B1 senior unsecured notes, and Ba1 senior secured revolving credit facility and senior secured term loan ratings. Moody's also affirmed Wynn Macau, Limited ("WML") and Wynn Las Vegas, LLC's ("WLV", a wholly-owned subsidiary of WRF) senior unsecured notes ratings at B1. WML is a 72.2% owned subsidiary of WRF, which in turn is a wholly-owned subsidiary of Wynn Resorts, Limited. Moody's changed the outlook for WRF, WML, and WLV to positive from stable. WRF's speculative-grade liquidity rating remains at SGL-2. The rating affirmation and positive outlook reflect Moody's projection of improved leverage for Wynn in the mid 5x debt/EBITDA range for 2024, as Macau's gaming market has recovered significantly and continued strong performance at the company's Las Vegas and Encore Boston Harbor properties have supported revenue and EBITDA growth. The positive outlook also reflects the company's recent reduction in debt, with nearly $1.2 billion of debt permanently reduced. The positive outlook also incorporates Moody's view that the company will maintain good liquidity, with ample cash balances. RATINGS RATIONALE Wynn's B1 CFR reflects the quality, popularity, favorable reputation of the company's resort properties -- a factor that distinguishes Wynn from other gaming operators -- along with the company's well established and successful track record of building large, high quality destination resorts. The credit profile also incorporates that Wynn's Macau operations have recovered significantly, reducing leverage levels. Wynn's good liquidity and relatively low cost of debt capital also support the ratings. Key credit concerns include Wynn's limited diversification, despite being one of the largest US gaming operators in terms of revenue, and exposure to reductions in cyclical discretionary consumer and business spending. Wynn's revenue and cash flow remains heavily concentrated in the Macau gaming market. Moody's expect that Wynn will pursue other large resort development opportunities around the world, such as its development in the United Arab Emirates. As a result, at times the company's leverage will increase due to partially debt-financed development projects. The positive rating outlook reflects Moody's expectation that Wynn will continue to grow revenue and EBITDA which should help reduce leverage further, while maintaining good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if debt/EBITDA on a Moody's adjusted basis is maintained well below 6x. Good liquidity and continued revenue growth with strong positive free cash flow would also be needed for an upgrade. Ratings could be downgraded if liquidity deteriorates or if Moody's anticipate Wynn's earnings to decline from current levels. Reductions in discretionary consumer spending and visitation and an inability to reduce debt-to-EBITDA leverage to near 7x could also lead to a downgrade. Wynn Resorts Finance, LLC is an indirect wholly-owned subsidiary of publicly-traded Wynn Resorts, Limited, and holds all of Wynn Resorts, Limited's ownership interests in Wynn Las Vegas, LLC, which owns and operates the Wynn Las Vegas integrated resort in Las Vegas, Nevada (excluding certain leased retail space that is owned by Wynn Resorts directly), Wynn Group Asia, and Wynn MA, LLC, which owns and operates Encore Boston Harbor. The company owns 72% of Wynn Macau, Limited. Consolidated revenue for the last twelve-month period ended September 30, 2024 was approximately $7.1 billion. The principal methodology used in these ratings was Gaming published in June 2021. WYNN RESORTS: Tilman Fertitta Holds 9.9% Equity Stake ----------------------------------------------------- Tilman J. Fertitta disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, he and affiliated entities -- Fertitta Entertainment, Inc., Hospitality Headquarters, Inc., and Fertitta Entertainment, LLC -- beneficially owned shares of Wynn Resorts, Limited's common stock. Mr. Fertitta reported to beneficially own, in aggregate, 10,900,000 of the shares, representing 9.9% of the 109,814,972 shares of Common Stock outstanding as of October 29, 2024, as disclosed in the Wynn Resorts' Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2024. Fertitta Entertainment, Inc. beneficially owned 10,738,075, representing 9.8% of the shares outstanding. Hospitality Headquarters, Inc. beneficially owned 6,863,324 shares, representing 6.2% of the shares outstanding. Fertitta Entertainment, LLC beneficially owned 3,864,751 shares, representing 3.5% of the shares outstanding. Mr. Fertitta is the sole shareholder of Fertitta Entertainment, Inc., which is the sole shareholder of Hospitality Headquarters, Inc. and the sole indirect owner of Fertitta Entertainment, LLC. As such, Mr. Fertitta may be deemed to share beneficial ownership of the securities beneficially owned by Fertitta Entertainment, Inc., Hospitality Headquarters, Inc. and Fertitta Entertainment, LLC. Mr. Fertitta may be reached at: Tilman J. Fertitta c/o Fertitta Entertainment, Inc., 1510 West Loop South Houston, TX 77027 A full-text copy of Mr. Fertitta's SEC Report is available at: https://tinyurl.com/5n996ra7 About Wynn Resorts Ltd. Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and operates hotels and casino resorts. As of September 30, 2024, Wynn Resorts had $14.1 billion in total assets, $15.2 billion in total liabilities, and $1.1 billion in total stockholders' deficit. * * * Egan-Jones Ratings Company, on January 31, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts, Limited. XTI AEROSPACE: Issues Common Shares in Exchange for Preferred Stock ------------------------------------------------------------------- XTI Aerospace, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company agreed to issue 11,955,445 shares of common stock to a holder of shares of the Company's Series 9 Preferred Stock, at an effective price per share of $0.0505, in exchange for the return and cancellation of 575 shares of Series 9 Preferred Stock with an aggregate stated value of $603,750, pursuant to the terms and conditions of an exchange agreement dated November 7, 2024. The Preferred Exchange Shares will be issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that: (a) the Preferred Exchange Shares will be issued in exchange for other outstanding securities of the Company; (b) there was no additional consideration delivered by the holder in connection with the exchange; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchange. As of November 8, 2024, after taking into account the issuance of the Preferred Exchange Shares, the Company has 121,705,334 shares of common stock outstanding. About XTI Aerospace XTI Aerospace, Inc. -- https://xtiaerospace.com/ -- is the parent company of XTI Aircraft Company headquartered near Denver, Colorado. XTI Aerospace is developing the TriFan 600, a vertical lift crossover airplane (VLCA) that combines the vertical takeoff and landing (VTOL) capabilities of a helicopter with the speed and range of a fixed-wing business aircraft. The TriFan 600 is designed to reach speeds of 345 mph and a range of 700 miles. New York-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. XTI Aerospace reported a net loss of $47.10 million for the year ended Dec. 31, 2023, compared to a net loss of $66.30 million for the year ended Dec. 31, 2022. As of June 30, 2024, the Company had $34.04 million in total assets, $23.47 million in total liabilities, and $10.57 million in total stockholders' equity. YIELD10 BIOSCIENCE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Yield10 Bioscience, Inc. (Lead Case) 24-12752 f/d/b/a Metabolix Bioscience, Inc. 19 Presidential Way, Suite 201 Woburn, MA 01801 Yield10 Bioscience Securities Corp. 24-12753 Yield10 Oilseeds Inc. 24-12755 Business Description: Yield10 is an agricultural bioscience company focused on commercializing sustainable products using the oilseed Camelina sativa as a platform crop. Yield10's goal is to efficiently develop gene traits for the crops to increase yield. Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Mary F. Walrath Debtors' Counsel: Frederick B. Rosner, Esq. THE ROSNER LAW GROUP LLC 824 N. Market Street, Suite 810 Wilmington, DE 19801 Tel: (302) 777-1111 E-mail: rosner@teamrosner.com Total Assets: $8,218,085 Total Debts: $5,771,189 The petitions were signed by Oliver P. Peoples a authorized person. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C2TTR6Q/Yield10_Bioscience_Inc_and_Yield10__debke-24-12752__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Covington & Burling LLP Legal Services $159,041 PO Box 3225 Carol Stream, IL 60132-3225 Email: collections@cov.com 2. University of Sponsored $122,814 Massachusetts-Amherst Research University of Massachusetts Innovation Institute Mass Venture Center, Suite 201 Hadley, MA 01035 Email: billingandar@umass.edu 3. RSM US LLP Services Provided $104,500 5155 Paysphere Circle Chicago, IL 60674 Email: remittanceadvice@rsmus.com 4. Broadridge Investor Services Provided $29,446 Communications PO Box 416423 Boston, MA 02241-6423 Email: remittance@broadridge.com 5. Berkowitz Pollack Accounting & $21,735 brant Advisor + CPAs Financial PO Box 735244 Services Dallas, TX 75373 Email: accountsreceivable@bpbcpa.com 6. G2 Ag Research, LLC Research Service $21,000 2429 Harold Drive Idaho Falls, ID 83402 Email: corey_dixon@g2research.com 7. Digital Media Services $18,894 Innovations, LLC Provided c/o West Technology Group, LLC PO Box 74007143 Chicago, IL 60674-7143 Email: cashappsupport@notified.com 8. Toppan Merrill LLC Service $16,026 PO Box 74007295 Provided Chicago, IL 60674 Email: usaremittance@toppanmerrill.com 9. Alliance Advisors LLC Service $15,788 200 Broadacres Dr Provided 3rd Floor Bloomfield, NJ 07003 Email: ar@allianceadvisorsllc.com 10. Pearne and Gordon, LLP Legal Services $11,844 1801 East 9th Street Suite 1200 Cleveland, OH 44114 Email: remittance@pearne.com 11. Marsh & McLennan Services $8,224 Agency LLC Provided Park 80 West, Plaza Two 250 Pehle Avenue Suite 400 Saddle Brook, NJ 07663 Email: denise.recifo@marshmma.com 12. PRS Crop Trials $7,800 (fka Plant Research Services) PO Box 13 343 NW 1351st Road Holden, MO 64040 Email: ljrains.prs@gmail.com 13. Equiniti Trust Services $7,650 Company, LLC Provided- PO Box 12893 Stock Philadelphia, PA 19176-0893 Email: remittance@Equiniti.com 14. State of Delaware Franchise Tax $6,720 Email: dosdoc_ftax@delaware.gov 15. Performance Crop Research and $5,750 Research, LLC Suppliers 95 SW20 Road Great bend, KS 67530 Email: performancecropresearch@gmail.com 16. Agro Innovations, LLC Research and $4,800 13023 Urbanna Ct. Suppliers Cypress, TX 77429 Email: trevor@aggroinnovations.com 17. Net Tel One Telecummunications $4,426 Communications Services 15 Braintree Hill Office Park, Suite 100 Braintree, MA 02184 Email: info@nettelone.com 18. UMAss Amherst Patent services $3,793 Office of Technology Comme 333 South Street Suite 450 Shrewsburgy, MA 01545 Email: treasureops@umassp.edu 19. GenScript Corporation Research and $3,733 860 Centennial Ave Suppliers Piscataway, NJ 08854 Email: accounting@genscript.com 20. C T Corporation Services Provided $3,312 PO Box 4349 Carol Stream, IL 60197-4349 Email: SmallBusinessTeam@wolterskluwer.com ZION OIL: Extends Warrant ZNOGW Expiration to January 2026 ---------------------------------------------------------- Zion Oil & Gas, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company executed an Amendment to a certain Warrant Agent Agreement between the Company and Equiniti Trust Company, LLC, a New York limited liability trust company with offices at 55 Challenger Road, 2nd Floor, Ridgefield Park, N.J. 07660. The Company has implemented an Agreement with Equiniti as the Company's Warrant Agent, under a Warrant Agent Agreement dated August 1, 2014 for the Warrant ZNWAA [trading under the symbol ZNOGW]. The Warrant ZNWAA has an expiration date of January 31, 2025. Pursuant to Section 3.2 of the Warrant Agent Agreement, the Company in its sole discretion extended the duration of the above Warrant by delaying the Expiration Date and such extension shall be identical in duration among all of the Warrants. The Company is extending the duration of the Warrant ZNWAA [trading under the symbol ZNOGW] by one year from the expiration date of January 31, 2025 to January 31, 2026. About Zion Oil & Gas Dallas, Texas-based Zion Oil & Gas is an oil and gas exploration company with a history of 24 years of oil and gas exploration in Israel, spanning approximately 75,000 acres under the Megiddo Valleys License 434. Las Vegas, Nevada-based RBSM LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company has suffered recurring losses from operations and had an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. During the year ended December 31, 2023, Zion Oil & Gas incurred a net loss of approximately $8 million. As of September 30, 2024, Zion Oil & Gas had $29.9 million in total assets, $3.3 million in total liabilities, and $26.6 million in total stockholders' equity. [*] Casual Dining Bankruptcies Rise as Customer Demand Drops ------------------------------------------------------------ Jonathan Randles of Bloomberg News reports that restaurants face fastest bankruptcy rate since 2020, with advertising and promotions poised to boost sales in 2024. When TGI Friday's Inc. filed for bankruptcy last November 2024, the casual dining chain cited declining sales and shrinking revenue as financially strained consumers cut back on spending. The nearly 60-year-old restaurant is one of over a dozen major dining chains or franchisees that have sought bankruptcy protection from creditors between January and October, according to BankruptcyData. This marks the highest number of filings for that period since 2020. The trend may continue into next year as rising labor costs, supply chain challenges, and higher interest rates drive up restaurant prices, further dampening consumer demand for dining out. [*] Teamsters Back Bipartisan Bill to Protect Workers in Bankruptcy ------------------------------------------------------------------- The Teamsters Union commends Sen. Dick Durbin (D-Ill.) and Sen. Josh Hawley (R-Mo.) for introducing the Protecting Employees and Retirees in Business Bankruptcies Act in the U.S. Senate, which would correct abuses of the corporate bankruptcy process that rob employees and retirees of their hard-earned wages, benefits, and retirement savings. "Corporate bankruptcy law in the U.S. is a joke," said Teamsters General President Sean M. O'Brien. "The rules are written to favor corporations, not working people. The system is rigged to undercut workers and retirees, while CEOs walk away with multimillion-dollar payouts. The Teamsters Union supports the Protecting Employees and Retirees in Business Bankruptcies Act and we will fight for its passage to make sure workers and retirees are finally prioritized during bankruptcy proceedings." For years, the Teamsters Union has advocated for meaningful corporate bankruptcy reform in America. The Teamsters called on Congress and the White House to pass and enact bankruptcy legislation to prioritize workers last year, but such reform efforts were not taken up at the time. Founded in 1903, the International Brotherhood of Teamsters represents 1.3 million hardworking people in the U.S., Canada, and Puerto Rico. Visit Teamster.org for more information. [^] BOND PRICING: For the Week from December 2 to 6, 2024 --------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 40.391 5/1/2025 99 Cents Only Stores LLC NDN 7.500 6.280 1/15/2026 99 Cents Only Stores LLC NDN 7.500 12.335 1/15/2026 99 Cents Only Stores LLC NDN 7.500 12.335 1/15/2026 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 37.569 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 38.797 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 37.060 2/15/2028 Amyris Inc AMRS 1.500 0.953 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 32.178 7/15/2029 At Home Group Inc HOME 7.125 32.178 7/15/2029 Audacy Capital LLC CBSR 6.750 2.858 3/31/2029 Audacy Capital LLC CBSR 6.500 3.688 5/1/2027 Audacy Capital LLC CBSR 6.750 2.858 3/31/2029 Avidbank Holdings Inc AVBH 5.000 89.813 12/30/2029 Avidbank Holdings Inc AVBH 5.000 89.813 12/30/2029 Avon Products Inc AVP 8.450 20.250 3/15/2043 Azul Investments LLP AZUBBZ 7.250 64.319 6/15/2026 Azul Investments LLP AZUBBZ 7.250 64.788 6/15/2026 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Beasley Mezzanine Holdings LLC BBGI 8.625 59.000 2/1/2026 Beasley Mezzanine Holdings LLC BBGI 8.625 59.977 2/1/2026 Biora Therapeutics Inc BIOR 7.250 57.759 12/1/2025 BuzzFeed Inc BZFD 8.500 93.209 12/3/2026 Castle US Holding Corp CISN 9.500 45.901 2/15/2028 Castle US Holding Corp CISN 9.500 46.487 2/15/2028 CorEnergy Infrastructure Trust Inc CORR 5.875 70.250 8/15/2025 Cornerstone Chemical Co LLC CRNRCH 10.250 50.500 9/1/2027 Curo Oldco LLC CURO 7.500 2.980 8/1/2028 Curo Oldco LLC CURO 7.500 12.412 8/1/2028 Curo Oldco LLC CURO 7.500 2.980 8/1/2028 Cutera Inc CUTR 2.250 9.000 6/1/2028 Cutera Inc CUTR 4.000 8.554 6/1/2029 Cutera Inc CUTR 2.250 13.397 3/15/2026 Danimer Scientific Inc DNMR 3.250 10.278 12/15/2026 Energy Conversion Devices ENER 3.000 0.762 6/15/2013 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 25.000 1/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 20.750 1/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 34.000 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 33.500 7/15/2026 Federal Farm Credit Banks Funding Corp FFCB 0.970 96.603 12/9/2024 Federal Home Loan Banks FHLB 0.500 96.262 12/9/2024 Federal Home Loan Banks FHLB 0.500 99.368 12/9/2024 Federal Home Loan Banks FHLB 1.150 99.370 12/10/2024 Federal Home Loan Banks FHLB 3.150 99.397 12/9/2024 Federal Home Loan Banks FHLB 1.100 99.369 12/10/2024 Federal Home Loan Banks FHLB 0.650 99.722 12/9/2024 Federal Home Loan Banks FHLB 1.100 99.369 12/10/2024 Federal Home Loan Banks FHLB 1.000 99.374 12/9/2024 Federal Home Loan Banks FHLB 1.200 92.399 12/27/2024 Federal Home Loan Mortgage Corp FHLMC 4.000 91.302 2/28/2025 First Republic Bank/CA FRCB 4.375 1.000 8/1/2046 First Republic Bank/CA FRCB 4.625 0.885 2/13/2047 GoTo Group Inc LOGM 5.500 38.639 5/1/2028 GoTo Group Inc LOGM 5.500 38.422 5/1/2028 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 2.500 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 2.197 6/1/2026 Hallmark Financial Services Inc HALL 6.250 19.984 8/15/2029 Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026 Inotiv Inc NOTV 3.250 31.000 10/15/2027 Invacare Corp IVC 5.000 0.667 11/15/2024 JPMorgan Chase & Co JPM 1.561 99.889 12/10/2025 JPMorgan Chase & Co JPM 5.463 99.990 12/10/2025 JPMorgan Chase Bank NA JPM 2.000 90.561 9/10/2031 Jefferies Financial Group JEF 7.000 97.437 12/15/2038 Ligado Networks LLC NEWLSQ 15.500 39.000 11/1/2023 Ligado Networks LLC NEWLSQ 17.500 3.500 5/1/2024 Ligado Networks LLC NEWLSQ 15.500 18.500 11/1/2023 Ligado Networks LLC NEWLSQ 17.500 6.945 5/1/2024 Lightning eMotors Inc ZEVY 7.500 1.000 5/15/2024 Luminar Technologies Inc LAZR 1.250 48.500 12/15/2026 MBIA Insurance Corp MBI 16.178 4.687 1/15/2033 MBIA Insurance Corp MBI 16.178 4.687 1/15/2033 Macy's Retail Holdings LLC M 6.700 87.253 7/15/2034 Macy's Retail Holdings LLC M 6.900 86.256 1/15/2032 Mashantucket Western Pequot Tribe MASHTU 7.350 50.000 7/1/2026 Morgan Stanley MS 1.800 79.779 8/27/2036 Nomura America Finance LLC NOMURA 3.681 97.405 12/24/2024 PECF USS Intermediate Holding III Corp UNSTSV 8.000 36.250 11/15/2029 PECF USS Intermediate Holding III Corp UNSTSV 8.000 35.032 11/15/2029 Pathfinder Bancorp Inc PBHC 5.500 73.019 10/15/2030 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 46.983 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 46.983 5/15/2026 Provident Trust I MTB 8.290 97.117 4/15/2028 Rackspace Technology Global Inc RAX 5.375 29.071 12/1/2028 Rackspace Technology Global Inc RAX 3.500 29.625 2/15/2028 Rackspace Technology Global Inc RAX 5.375 31.856 12/1/2028 Rackspace Technology Global Inc RAX 3.500 29.625 2/15/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 1.700 2/15/2027 Rite Aid Corp RAD 6.875 3.619 12/15/2028 Rite Aid Corp RAD 6.875 3.619 12/15/2028 RumbleON Inc RMBL 6.750 93.979 1/1/2025 Shutterfly LLC SFLY 8.500 47.500 10/1/2026 Shutterfly LLC SFLY 8.500 88.500 10/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 66.250 3/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 66.000 3/1/2026 Spirit Airlines Inc SAVE 1.000 35.250 5/15/2026 Spirit Airlines Inc SAVE 4.750 28.000 5/15/2025 Stem Inc STEM 4.250 23.625 4/1/2030 TPI Composites Inc TPIC 5.250 26.768 3/15/2028 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 9.000 5/15/2027 Veritone Inc VERI 1.750 41.875 11/15/2026 Virgin Galactic Holdings SPCE 2.500 44.938 2/1/2027 Vitamin Oldco Holdings Inc GNC 1.500 0.418 8/15/2020 Voyager Aviation Holdings VAHLLC 8.500 12.760 5/9/2026 Voyager Aviation Holdings VAHLLC 8.500 12.760 5/9/2026 Voyager Aviation Holdings VAHLLC 8.500 12.760 5/9/2026 Vroom Inc VRM 0.750 55.500 7/1/2026 WW International Inc WW 4.500 22.412 4/15/2029 WW International Inc WW 4.500 22.690 4/15/2029 Wesco Aircraft Holdings Inc WAIR 8.500 8.000 11/15/2024 Wesco Aircraft Holdings Inc WAIR 9.000 41.697 11/15/2026 Wesco Aircraft Holdings Inc WAIR 13.125 1.102 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 15.025 11/15/2024 Wesco Aircraft Holdings Inc WAIR 9.000 41.697 11/15/2026 Wesco Aircraft Holdings Inc WAIR 13.125 1.102 11/15/2027 ********* 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 ***