/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/241218.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 18, 2024, Vol. 28, No. 352 Headlines 1700 EDGEWATER: U.S. Trustee Unable to Appoint Committee 2281 CHURCH: Seeks to Tap Arnold E. DiJoseph as Litigation Counsel ACCELERATED HEALTH: XAI Octagon Marks $194855 Loan at 24% Off ACCURIDE CORP: U.S. Trustee Appoints Retirees' Committee AFFLUENT MANAGEMENT: Gets Final OK to Use Cash Collateral AFTERSHOCK COMICS: Gets OK to Use Cash Collateral Until Dec. 31 AKOUSTIS TECHNOLOGIES: Appeals $38.6M Judgment in Qorvo Litigation ALABAMA RENTALS: Brian Walding Named Subchapter V Trustee ALBAUGH LLC: Moody's Cuts CFR to Ba3 & Alters Outlook to Negative ALBERTSONS COS: S&P Affirms 'BB+' ICR on Terminated Kroger Deal ALL BLUE INVESTMENT: Seeks Chapter 11 Bankruptcy in Florida ALL STAR TRUCKING: Gets OK to Use Cash Collateral Until April 30 ALLAN'S COFFEE: Wins $69K Cash Collateral Access Until Dec. 27 ANCORA SERVICES: Gets Interim OK to Use Cash Collateral APPLIED ENERGETICS: Appoints Christopher Donaghey as New CEO AS SPECIFIED: Gets Interim OK to Use Cash Collateral Until Jan. 9 ATI PHYSICAL: FIG Buyer GP, Affiliates Lower Stake to 3.9% AVALON PIMA: Court OKs DIP Loan From Tikova AVSC HOLDING: S&P Withdraws 'CCC+' Issuer Credit Rating B & J PROPERTY: Court OKs Sale of Ocala Property BAYOU TOPCO: S&P Rates Incremental Delayed-Draw Term Loan B 'B-' BETHLEHEM-CENTER SCHOOL: Moody's Affirms B2 Issuer & GOLT Ratings BRIGHT ANGLE: Court OKs Interim Use of Cash Collateral BROCATO'S SANDWICH: Gets Interim OK to Use Cash Collateral BROWN GENERAL: Gets Extension to Use Cash Collateral Thru Feb. 1 BURGERFI INT'L: CEO Departs, Joins TREW Capital Management BURGERFI INT'L: Completes Sale of Assets to TREW CAREMAX INC: Counters Objections to Reorganization Plan CASTLE US: XAI Octagon Marks $823,467 Loan at 34% Off CELULARITY INC: Raises $500,000 in Private Placement CENTURY MINING: U.S. Trustee Appoints Creditors' Committee CHRIS' COLLISION: Michael Wheatley Named Subchapter V Trustee CLYDESDALE ACQUISITION: Moody's Alters Outlook on 'B3' CFR to Pos. COLLEGE OF SAINT ROSE: Secures Bid from Land Authority CONDUENT INCORPORATED: Moody's Alters Outlook on 'B1' CFR to Neg. CONGRUEX GROUP: Moody's Appends 'LD' Designation to PDR COOKQUEEN LLC: Arturo Cisneros Named Subchapter V Trustee COUSIN ENTERPRISES: Can Use Cash Collateral Thru Jan. 6 COVERED BRIDGE NEWTOWN: Seeks Bankruptcy Protection in Connecticut CUMULUS MEDIA: XAI Octagon Marks $664,866 Loan at 57% Off DCERT BUYER: XAI Octagon Marks $156,627 Loan at 15% Off DELEK US: S&P Alters Outlook to Stable, Affirms 'BB-' ICR DJK ENTERPRISES: Seeks to Extend Plan Exclusivity to Feb. 9, 2025 DORMIFY INC: U.S. Trustee Appoints Creditors' Committee DR. POWER: Gets Interim OK to Use Cash Collateral EAGLE VIEW: XAI Octagon Marks $198,167 Loan at 25% Off EEGEE'S LLC: Court Approves Use of Cash Collateral, $4.5MM DIP Loan EL DORADO SENIOR: Lisa Holder Appointed as Chapter 11 Trustee ELECTRICAL CONNECTIONS: Seeks Cash Collateral Access ELETSON HOLDINGS: Fights w/ Reed Smith Over Chapter 11 Sanctions EMERGENT BIOSOLUTIONS: Registers Sale of 3.6M Shares, Warrants EMPIRE LLC: Moody's Affirms 'Caa3' CFR & Alters Outlook to Stable ENCORE CAPITAL: Moody's Affirms 'Ba2' CFR, Outlook Stable ENDI PLAZA: Files Chapter 11 Bankruptcy Protection in New York ENGLOBAL CORP: Investigates Impact of Cybersecurity Incident EYECARE PARTNERS: XAI Octagon Marks $858,515 Loan at 29% Off EYM PIZZA: Kane Russell Represents Landlords EYM PIZZA: Seeks to Extend Plan Exclusivity to March 4, 2025 FCA CONSTRUCTION: Can Use Cash Collateral Thru Jan. 28 FIRST COAST ROLL OFFS: Court OKs Continued Use of Cash Collateral FLORES PEDIATRICS: U.S. Trustee Unable to Appoint Committee FORUM ENERGY: Moody's Withdraws 'B3' CFR Following Debt Repayment FRANCHISE GROUP: XAI Octagon Marks $618,499 Loan at 36% Off FRANCHISE GROUP: XAI Octagon Marks $618,499 Loan at 36% Off FREE SPEECH: Court Halts Infowars Sale, Big Law Firms Dodge Suit GALAXY US: XAI Octagon Marks $111,848 Loan at 16% Off GBG USA: Court Upholds Trustee's $296MM Clawback Claim GMT 3435 REALTY: Files Chapter 11 Bankruptcy in S.D.N.Y. GREENWAVE TECHNOLOGY: Secures Key Real Estate, Saves $1.7M Annually GRITSTONE BIO: Disposes of Assets to Hercules, Others for $26MM GROUPE SOLMAX: Moody's Cuts CFR to 'B3' & Alters Outlook to Stable HARVEY LANDHOLDINGS: Seeks Cash Collateral Access HAYFIELD, MN: Moody's Upgrades Issuer & GOULT Ratings to Ba2 HEALTHCARE HOLDINGS: U.S. Trustee Unable to Appoint Committee HEALTHY SPOT: Files Chapter 11 Bankruptcy in California HEAVENLY SCENT: Court OKs Use of Cash Collateral Until Jan. 9 HOMESTEADER FIRST: Gets Interim OK to Use Cash Collateral HONOLULU SPINE: Gets Interim OK to Use Cash Collateral IDEAL PROPERTY: Camano Island Property Sale to Simpson Family OK'd INCORA: Bankruptcy Plan Progresses Following Opt-Out Approval INGENOVIS HEALTH: XAI Octagon Marks $1.1MM Loan at 17% Off INTRUM AB: Reaches Accord with Holdout Creditors IRECERTIFY LLC: Gets Green Light to Use Cash Collateral IRIS PARENT: Moody's Affirms 'Caa1' CFR & Alters Outlook to Stable IRWIN NATURALS: Gets Final OK to Use Cash Collateral JAMES MARITIME: Reports $3.3 Million Net Loss in Fiscal Q3 JDAMLKS FAMILY: U.S. Trustee Unable to Appoint Committee JOHNSTONE SUPPLY: Moody's Rates New Secured 1st Lien Term Loan 'B2' KBS REAL ESTATE: Reports $38.54 Million Net Loss in Fiscal Q3 KKC RESTAURANTS: Seeks Cash Collateral Access KWIKCLICK INC: Lowers Net Loss to $368,578 in Fiscal Q3 L.O.F. INC: Gets Interim OK to Use Cash Collateral Until Jan. 28 LASERSHIP INC: XAI Octagon Marks $1.5MM Loan at 38% Off LASERSHIP INC: XAI Octagon Marks $496,250 Loan at 15% Off LEFEVER MATTSON: Has Final Court Permission to Use Cash Collateral LERETA LLC: DoubleLine ISF Marks $372,036 Loan at 18% Off LEXARIA BIOSCIENCE: Invenomic Capital Management Holds 4.7% Stake LFTD PARTNERS: All Two Proposals Approved at Annual Meeting LINEAR COMPANIES: Sec. 341(a) Meeting of Creditors on January 14 LIQTECH INTL: Reports $2.84 Million Net Loss in Fiscal Q3 LL FLOORING: Hotchkis & Wiley Capital No Longer Owns Shares LOS ANGELES KOREAN: Sec. 341(a) Meeting of Creditors on January 6 LUMEE LLC: Appellate Panel Affirms Ruling in Fernandez et al. Suit MAGENTA BUYER: XAI Octagon Marks $119,507 Loan at 71% Off MAGENTA BUYER: XAI Octagon Marks $378,438 Loan at 32% Off MARKOV CORPORATION: Gets Interim OK to Use Cash Collateral MASSACHUSETTS DEVELOPMENT: Moody's Cuts Rating on 2018 Bonds to B1 MAVENIR SYSTEMS: XAI Octagon Marks $477,739 Loan at 35% Off MAWSON INFRASTRUCTURE: Posts $12.2 Million Net Loss in Fiscal Q3 MILAN SAI: Court Approves Interim Use of Cash Collateral MOMENTIVE PERFORMANCE: Moody's Alters Outlook on 'B1' CFR to Stable MOMENTUM CONSULTING: Gets Interim OK to Use Cash Collateral MOORE MEDICAL: Wins Interim Cash Collateral Access Until Dec. 19 MOTUS GI: Armistice Capital Holds 4.99% Equity Stake MY SIZE: Armistice Capital Holds 9.99% Equity Stake MY SIZE: Reports $1.3 Million Net Loss in Fiscal Q3 MYCOTOPIA THERAPIES: Posts $460,144 Net loss in Fiscal Q3 NANOVIBRONIX INC: Armistice Capital Holds 9.99% Equity Stake NANOVIBRONIX INC: Reports $998,000 Net Loss in Fiscal Q3 NEEDLE HOLDINGS: XAI Octagon Marks $570,330 Loan at 20% Off NEWPORT VENTURES: U.S. Trustee Appoints Creditors' Committee NORDICUS PARTNERS: Hires Harbor Access & ESG Advisor as Consultants NORDICUS PARTNERS: Registers 16.2M Shares for Possible Resale NORTHVOLT AB: U.S. Trustee Appoints Creditors' Committee NWFI LLC: Gets Final OK to Use Cash Collateral Until Feb. 7 OAKLAND PHYSICIANS: Richardo Kilpatrick Named Subchapter V Trustee ODESSEY CHARTER: Moody's Affirms Ba1 Rating on 2017A/B & 2019 Bonds OUTERSTUFF LLC: S&P Raises ICR to 'B-', Outlook Stable PARTY EMPORIUM: Files Chapter 11 Bankruptcy Protection PORT SAN ANTONIO: Moody's Cuts Issuer Rating to Ba1, Outlook Neg. PRA GROUP: Moody's Affirms 'Ba2' CFR, Outlook Remains Negative PRECISION SWISS: U.S. Trustee Appoints Creditors' Committee PRETIUM PKG: DoubleLine ISF Marks $960,000Loan at 59% Off PROS HOLDINGS: Appoints John Strosahl to Board of Directors PROVIDENT GROUP: S&P Affirms 2022A Senior Hotel Revenue Bonds 'BB' PROVISION BREAD: Continued Operations to Fund Plan Payments PT PAN BROTHERS: Nears Completion of $537-Mil. Debt Restructuring QBS PARENT: Moody's Withdraws 'Caa1' CFR Following Debt Repayment R.A.I. INC: Seeks Continued Cash Collateral Access RDB MANAGEMENT: Kevin Neiman Named Subchapter V Trustee RED CAT: Appoints Geoffrey Hitchcock as Chief Revenue Officer REDTAIL POWER: Seeks Cash Collateral Access REGIS UNIVERSITY: Moody's Cuts Issuer & Revenue Bond Ratings to Ba3 REKOR SYSTEMS: Anne Townsend Quits From Board of Directors REKOR SYSTEMS: Incurs $12.65 Million Net Loss in Third Quarter RESHAPE LIFESCIENCES: Fails to Meet Nasdaq Listing Requirement RG AVIATION: Holly Miller Named Subchapter V Trustee S&W SEED: Regains Compliance With Nasdaq Financial Reporting Rules SEBL FITNESS: Timothy Stone of Newpoint Named Subchapter V Trustee SHODAIR CHILDREN'S HOSPITAL: S&P Lowers 2020A Bond Rating to 'BB' SHODAIR CHILDREN'S HOSPITAL: S&P Lowers 2020A Bond Rating to 'BB' SHUTTERFLY FINANCE: XAI Octagon Marks $625,026 Loan at 15% Off SKILLSOFT FINANCE II: DoubleLine ISF Marks $462,250 Loan at 18% Off SKILLSOFT FINANCE II: XAI Octagon Marks $360,624 Loan at 19% Off SKOPIMA CONSILIO: Moody's Rates New Secured First Lien Loans 'B3' SKY FITNESS 24/7: U.S. Trustee Unable to Appoint Committee SKYLOCK INDUSTRIES: Gets OK to Use Cash Collateral Until Dec. 20 SMITH HEALTH: Hires Nelson B. Snyder, II as Accountant SPICEY PARTNERS: Gets Final OK to Use Cash Collateral SS INNOVATIONS: Ranjan Pai Reports 6.62% Stake Via Manipal Global STRAWBERRY HILL: Gets Final OK to Use Cash Collateral TDA ENTERPRISES: Court Extends Cash Collateral Use Thru Jan. 31 TECHNIMARK HOLDINGS: Moody's Rates $672MM 1st Lien Term Loan 'B3' THERATECHNOLOGIES INC: Secures $75-Mil. in New Credit Facilities THREE SEAS: Court OKs Continued Use of Cash Collateral TRICORBRAUN HOLDINGS: Moody's Alters Outlook on 'B3' CFR to Stable TRILLION ENERGY: Restates Annual Report for Year Ended Dec. 2023 TRINITY EXCAVATORS: U.S. Trustee Unable to Appoint Committee TRINSEO PLC: Moody's Cuts CFR to 'Caa2' & Alters Outlook to Stable ULTRACUTS OF AMERICA: Gets Final OK to Use Cash Collateral UPTOWN DENTAL: Gets Final OK to Use Cash Collateral Until Jan. 26 URBAN CHESTNUT: Gets Interim OK to Use Cash Collateral Thru Jan. 17 US ECO PRODUCTS: Gets Interim OK to Use Cash Collateral VALDESIA GARDENS: Seeks Chapter 11 Bankruptcy w/ $22.6MM Debt VAREX IMAGING: Moody's Rates $125MM Notes Add-on 'B2' VAREX IMAGING: S&P Alters Outlook to Negative, Affirms 'BB-' ICR VERRICA PHARMA: COO Holds 110,000 Shares VERRICA PHARMA: Directors Appoint D. Zawitz as COO VERRICA PHARMA: J. Edelman, Perceptive Advisors Hold 8.7% Equity VERRICA PHARMA: Registers 2.5MM More Shares Under Inducement Plan VIASAT INC: S&P Lowers ICR to 'B' on Increased Competition VISION PAINTING: Neema Varghese Named Subchapter V Trustee VOLITIONRX LTD: Has Purchase Agreement with Insiders for $1.9MM VORTEX OPCO: DoubleLine ISF Marks $541,757 Loan at 28% Off WEISS MULTI-STRATEGY: Court Authorizes Sale of Portuguese Bonds WELLPATH HOLDINGS: Claimholders' Committee File Rule 2019 Statement WHITTIER SEAFOOD: Court Amends Final Cash Collateral Use WIDEOPEN WEST: XAI Octagon Marks $1.4MM Loan at 16% Off WINDSTREAM SERVICES: $1.4BB Loan Add-on No Impact on Moody's B3 CFR WORKHORSE GROUP: Grant Thornton Declines Reappointment ZACHRY HOLDINGS: Dunham Hallmark Represents Creditors ZARA LLC: Seeks Chapter 11 Bankruptcy Filing in West Virginia ********* 1700 EDGEWATER: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of 1700 Edgewater, LLC. About 1700 Edgewater LLC 1700 Edgewater LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Or. Case No. 24-62194) on Sept. 30, 2024. In the petition filed by Charles A. Sides, as member, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge David W. Hercher handles the case. The Debtor is represented by Nicholas J. Henderson, Esq., at Elevate Law Group. 2281 CHURCH: Seeks to Tap Arnold E. DiJoseph as Litigation Counsel ------------------------------------------------------------------ 2281 Church Avenue, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Arnold E. DiJoseph, PC as special litigation counsel. The firm will render these services: ` (a) represent the Debtor in prosecution of the appeal to the Appellate Division of the Supreme Court of the State of New York, Second Judicial Department to vacate the Cross Ellis Default Judgment; and (b) perform such other further legal services for the Debtor which may be necessary herein. Arnold DiJoseph, Esq., will be paid at his hourly rate of $300 plus expenses. The firm received an aggregate retainer of $3,000 from Oswald C. David, a principal of the Debtor, and Woodbine Caterers doing business as Woodbine Ballroom. Mr. DiJoseph 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: Arnold E. DiJoseph, Esq. Arnold E. DiJoseph, PC 50 Broadway, Suite 800 New York, New York 10004 Telephone: (212) 344-7858 Facsimile: (718) 984-8982 About 2281 Church Avenue 2281 Church Avenue, LLC is the fee simple owner of two properties in Brooklyn, N.Y., with a total value of $5.5 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43449) on August 19, 2024, with $5,504,200 in assets and $2,437,642 in liabilities. Oswald C. David, president, signed the petition. Judge Jil Mazer-Marino oversees the case. The Debtor tapped Kamini Fox, Esq., at Kamini Fox, PLLC as bankruptcy counsel and Schwartz, Conroy & Hack, PC and Arnold E. DiJoseph, PC as special counsel. ACCELERATED HEALTH: XAI Octagon Marks $194855 Loan at 24% Off ------------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $194,855loan extended to Accelerated Health Systems, LLC, Initial Term B to market at $148,926 or 76% of the outstanding amount, as of September 30, 2024, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Accelerated Health Systems, LLC, Initial Term B (3 M SOFR+ 4.25%). The loan matures on February 15, 2029. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended .The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Accelerated Health Systems, LLC provides healthcare services. The Company offers athletic training, physical therapy, occupational therapy, and fitness services to affiliations including high schools, colleges, and many professional sports teams. ACCURIDE CORP: U.S. Trustee Appoints Retirees' Committee -------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent retirees in the Chapter 11 cases of Accuride Corporation and its affiliates. The committee members are: (1) James Sorg Email: gjsorg@sbcglobal.net (2) Steve Solverson Email: smsolverson@gmail.com (3) Eugene Schaefer Email: genes.69vet@yahoo.com About Accuride Corp. Accuride Corporation and its affiliates are a global leader in steel and aluminum wheels and wheel-end components and assemblies, supplying innovative products to over 1,000 customers in the commercial vehicles, passenger cars, agriculture, construction and industrial equipment markets. Headquartered in Livonia, Michigan, the Debtors are part of a global enterprise that employs approximately 3,600 individuals at facilities in the United States, Canada, Mexico, Germany, France, Turkey, Russia, and China. Accuride's U.S. entities first filed for Chapter 11 protection in October 2009, also in Delaware, to restructure in excess of $675 million in debt. The Court confirmed the Company's Plan of Reorganization in February 2010. On Oct. 9, 2024, Accuride Corp. and its U.S. entities filed voluntary petitions for protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12289). Accuride reported $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. In the new chapter 11 cases, the Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP, as local bankruptcy counsel, and Perella Weinberg Partners LP as investment banker. Alvarez & Marsal North America, LLC is the CRO provider. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. AFFLUENT MANAGEMENT: Gets Final OK to Use Cash Collateral --------------------------------------------------------- Affluent Management Group LLC received final approval from the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to use cash collateral to continue business operations as per the attached budget, with a 10% variance. The Debtor must account each month to the Secured Lenders (Bayfirst National Bank, Itria Ventures, and OnRamp Funds Inc.) for all funds received. The Secured Lenders are granted replacement liens and security interests in all currently owned or hereafter acquired property and assets of the Debtor, co-extensive with their pre-petition liens. The replacement liens are automatically perfected without the need for filing a UCC-1 financing statement. The Debtor is permitted to pay Subchapter V Trustee fees incurred during this case. The budget attached to the order shows the Debtor's projected total operating expenses for a two-week and one-month period: $80,380 for (two-week); and $167,620 for (one-month). About Affluent Management Group Affluent Management Group, LLC is a wholesale beauty supply company with a growing retail operation located in Dallas, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-33298) on October 21, 2024, with up to $100,000 in assets and up to $1 million in liabilities. Devante Sanders, company owner, signed the petition. Judge Michelle V Larson oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as bankruptcy counsel. AFTERSHOCK COMICS: Gets OK to Use Cash Collateral Until Dec. 31 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California signed an agreed order allowing AfterShock Comics, LLC and Rive Gauche Television to use cash collateral until Dec. 31. The order signed by Judge Martin Barash approved the use of cash collateral for the period from Nov. 15 to Dec. 31 to pay the expenses set forth in the companies' budget. Unspent funds from budgeted line items can be used in subsequent weeks during the authorized period. The bankruptcy court's approval follows an agreement by the companies, the official committees of unsecured creditors appointed in the companies' bankruptcy cases, and Access Road Capital, LLC on the use of cash collateral. The agreement was also approved by the court. About AfterShock Comics AfterShock Comics, LLC -- https://Aftershockcomics.com -- is an American comic book publisher launched in 2015. The company is based in Sherman Oaks, Calif. AfterShock Comics and affiliate Rive Gauche Television filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 22-11456) on Dec. 19, 2022. Judge Martin R. Barash oversees the cases. At the time of filing, AfterShock Comics reported $10 million to $50 million in both assets and liabilities while Rive Gauche reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Debtors are represented by David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P. The U.S. Trustee for Region 16 appointed two separate committees to represent unsecured creditors in the Chapter 11 cases of AfterShock Comics, LLC and Rive Gauche Television. AKOUSTIS TECHNOLOGIES: Appeals $38.6M Judgment in Qorvo Litigation ------------------------------------------------------------------ Akoustis Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on November 29, 2024, the Company submitted notice to the U.S. District Court for the District of Delaware that it is appealing to the United States Court of Appeals for the Federal Circuit the judgment entered in the matter of Qorvo Inc. vs. Akoustis Technologies, Inc. DE Case 1:21-cv-01417-JPM, including approximately $38.6 million in damages, approximately $18.4 million in attorneys' fees and pre-judgment interest, and post-judgment interest accrued and accruing thereon, as well as the permanent injunction described in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 17, 2024. The verdict in the Qorvo Litigation has created significant uncertainty regarding the Company's financial condition and prospects. The Company is evaluating the impact of the Judgment on its business, results of operations, and financial condition. However, depending on the Company's ability to arrange any financing or any strategic alternative, the Company will be required to seek protection under applicable bankruptcy laws. About Akoustis Technologies Akoustis Technologies, Inc., headquartered in Huntersville, North Carolina, is focused on developing, designing, and manufacturing innovative radio frequency filter products for the wireless industry, including for products such as smartphones and tablets, cellular infrastructure equipment, Wi-Fi Customer Premise Equipment automotive and defense applications. As of June 30, 2024, the Company had $69.7 million in total assets, $126.8 million in total liabilities, and $57.1 million in total stockholders' deficit. New York, N.Y.-based Marcum LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated October 7, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, has significant pending litigation 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. ALABAMA RENTALS: Brian Walding Named Subchapter V Trustee --------------------------------------------------------- The U.S. Bankruptcy Administrator for the Northern District of Alabama appointed Brian Walding of Walding, LLC as Subchapter V Trustee for Alabama Rentals, Inc. The Subchapter V trustee can be reached at: Brian R. Walding Walding, LLC 2227 1st Avenue South, Suite 100 Birmingham, Alabama 35233 Phone: 205-307-5050 Email: bwalding@waldinglaw.com 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. ALBAUGH LLC: Moody's Cuts CFR to Ba3 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Ratings downgraded Albaugh, LLC's corporate family rating to Ba3 from Ba2, probability of default rating to Ba3-PD from Ba2-PD and senior secured first lien bank credit facilities ratings to Ba3 from Ba2. These actions follow a difficult year and a half of financial performance due to weak end-market conditions, especially in Argentina, as well as destocking by distributors and competitive pricing pressure in agricultural chemicals. The outlook has been changed to negative from stable. The outlook is negative due to the company's ongoing exposure to Argentina and its potential prevent a recovery in the company's free cash flow. RATINGS RATIONALE The downgrade reflects Albaugh's continued volatility in quarterly financial performance and strained cash flow due to elevated costs and interest expenses tied to its operations in Argentina. While Argentina is responsible for less than 20% of the company's sales, it has had an outsized impact on its financial performance and cash flow from 2022 through 2024. Furthermore, the ongoing weakness in the agricultural chemicals market reduces the potential for a meaningful recovery in margins over the next year or two. However, Albaugh's sales and credit metrics remain stronger than many of its competitors and could recover to levels that would support the Ba3 CFR, if the financial performance from its operations in South America improve. The Ba3 corporate family rating reflects Albaugh's position as one of the leading global producers of generic agricultural chemicals with a growing new product portfolio, but with a high concentration in commodity herbicides, particularly glyphosate. The rating incorporates heightened barriers to entry for new entrants due to the long and expensive country-by-country product registration process for agricultural chemicals. Although there are only a limited number of competitors, availability of key herbicides and intermediates from China have made the market for generic herbicides extremely competitive. The rating also benefits from a management team that has shown commitment to reducing debt and maintaining solid liquidity during downturns. As an agricultural chemical supplier, Albaugh's credit profile is constrained by exposure to seasonal and weather-dependent swings in demand for agricultural inputs, modest scale relative to the largest global suppliers of these chemicals and volatility of cash flows due to working capital swings and foreign currency exposure. Albaugh's concentration in herbicides (about 60% of sales), specifically glyphosate (about 25-30% of sales) remains a constraining factor for the credit profile. As of September 30, 2024 Moody's adjusted credit metrics were weak for the rating with Debt/EBITDA of 6.0x and Retained Cash Flow/Debt of 2% largely due to weak margins and elevated interest expenses. Moody's note that the company's net leverage covenant for its revolver is 3.5x due to the exclusion of foreign currency exchange losses and its large cash balance. While financial performance is expected to improve in 2025 due to continuous operation of the Argentine facilities uncertainty over interest rates in the country make predicting cash flow generation very difficult. The negative outlook reflects concern over the company's ability to generate meaningful free cash flow due to elevated costs related to its operations in Argentina and the expectation for the continuation of trough conditions in the agricultural chemical markets globally. If the company is able to generate more than $50 million of free cash flow in 2025 and leverage declines below 5x, Moody's would likely stabilize the outlook. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the rating if the company consistently improves its EBITDA margins close to 15%, maintains Moody's adjusted leverage below 3.0x times and RCF/Debt above 20%. Additionally, its interest coverage would need to be sustained above 4.0 times. Moody's could downgrade the rating if the there is a significant deterioration in the company's liquidity or Debt/EBITDA remains above 4.0x and RCF/Debt remains below 10% on a consistent basis. LIQUIDITY Albaugh is expected to have good liquidity. The company had $144 million of cash on hand as of 30 September 2024. In addition, it had roughly $150 million of availability under its $300 million three-year revolver due in 2027 (constrained by leverage covenant). There are no significant near-term maturities except amounts outstanding under international short term credit facilities of roughly $35 million; amortization on the term loan is $7.5 million a year until it matures in 2029. The financial covenant in the revolver restricts net leverage to 4.25x and the company was well in compliance with this covenant at September 30, 2024 (3.53x). The term loan has no financial maintenance covenants. Moody's expect the company to be able to maintain compliance throughout 2025. The credit facility allows for dividend distribution for up to the greater of $30 million or 10% of EBITDA but Moody's expect management to curtail distributions until free cash flow improves. The credit facilities are secured by most of the assets, excluding the Argentina and Chinese plants, providing limited additional liquidity. STRUCTURAL CONSIDERATIONS Albaugh's debt capital structure is comprised of a $300 million first-lien senior secured revolving due in 2027 and a $750 million first lien senior secured term loan B due 2029, which are both rated Ba3 at the same level as the CFR. The rating on the secured facilities reflects one notch override to bring the rating level in line with the CFR since the new credit facilities represent the vast majority of debt in the capital structure apart from mostly unsecured local credit facilities and off balance sheet AR securitizations, which Moody's expect to average at or below $100 million over the year. The business is relatively asset-light so the level of fixed assets is limited for secured debt holders. The revolver and the term loan are secured by the first priority lien on the US, Mexican and Brazilian assets and certain intellectual property assets, excluding plants in Argentina and China. The guarantors represent 65% of sales and assets. Headquartered in Ankeny, Iowa, Albaugh, LLC is a global manufacturer and seller of agricultural chemicals. The company is majority owned by founder Dennis Albaugh with a 20% stake owned by the Chinese agrochemicals developer and manufacturer and Albaugh's supplier, Nutrichem. The principal methodology used in these ratings was Chemicals published in October 2023. ALBERTSONS COS: S&P Affirms 'BB+' ICR on Terminated Kroger Deal --------------------------------------------------------------- S&P Global Ratings removed the ratings on U.S. based Albertsons Cos. Inc. (ACI) from CreditWatch where it they were placed with positive implications on Oct. 14, 2022, and affirmed its 'BB+' issuer credit rating as well as its 'BB+' issue-level rating on senior unsecured notes issued by ACI, Safeway Inc., and New Albertsons L.P. (NALP). S&P said, "Our recovery rating on the notes remains '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default or bankruptcy. "The stable outlook reflects our expectation for steady 2024 margins and improvements in 2025, robust free cash generation, and leverage of approximately 3x-3.5x, despite ongoing competition from traditional and nontraditional grocers alike. Albertsons will maintain its position as the fourth largest grocery provider in the U.S. following the merger termination. ACI's market share by dollars spent (6.4%) trailed that of Walmart Inc. (23.6%), Kroger Co. (10.1%), and Costco Wholesale Corp. (9.2%) in 2023. But the share trend has been moving more toward nontraditional (e.g., Walmart and Costco) and away from traditional grocery over the years, with some estimates showing nearly a halving of supermarket grocery share over the past 20 years to approximately 34%, compared to 66% for nontraditional grocers. While S&P expects this trend to continue, it also expects ACI to lean on its more profitable private label brands and its Media Collective to remain competitive and expand margins. S&P said, "While the company's proposed merger with Kroger marked the conclusion of its strategic review it embarked on in early 2022, we do not expect a similar strategic review to take place, nor do we expect the company to engage in mergers and acquisitions hereafter. Our expectation is informed by the changed composition of ACI's ownership base; at the time of the deal's announcement in October 2022, approximately 70% of ACI's ownership was concentrated among six holders, with Cerberus being the largest. Only Cerberus holds more than a 5% stake, representing 26% of ACI's stock. With less concentrated ownership and control, we would not expect the company to pursue significant acquisitions in the future. "We expect modest sales growth and margins to improve in fiscal 2025 . After two years and more than $1 billion spent by both companies on legal and transaction fees, the long-awaited merger between Albertsons and Kroger concluded with two separate court injunctions blocking the transaction and both parties terminating the deal. Along the way, Albertsons incurred approximately $400 million of merger-related costs as of the most recent quarter ended September 2024. We expect this drag on earnings to pressure S&P Global Ratings-adjusted margins in fiscal 2024 and project a modest 10 basis point decline to 6.2% for the year. Our projected contraction also incorporates a higher mix of pharmacy (a lower-margin business), increased digital and omnichannel expenses, as well as increased wages, partially offset by sales leverage. We also project modest consolidated sales growth of approximately 1% in fiscal 2024 and fiscal 2025 due to lower prices and flat unit volumes. Our expectation for S&P Global Ratings-adjusted EBITDA of $5.3 billion in 2025 represents an improvement from $5.0 billion forecast in fiscal 2024 and stems from a reduction merger-related costs and stable wage costs. Albertsons recently-filed a lawsuit against Kroger for willful breach of contract and breach of the covenant of good faith and fair . We do not expect expenses and fees related to this lawsuit to reach the same levels as those related to the merger and have not incorporated any judgement for fees in our projection. Any proceeds to Albertsons could benefit cash flow and credit ratios if proceeds are applied to debt reduction (limited at just a 0.1x impact on leverage if for instance a $600 million award was incorporated in fiscal 2025) or held as cash while it would be neutral if the company used proceeds to fund shareholder returns. "While the company's 2023 special dividend narrowed its strong liquidity position, we believe ACI's free cash flow generation will enable it to fund its updated capital allocation strategy. The company announced a 25% quarterly dividend increase as well as a board-authorized $2 billion share-repurchase program in conjunction with its merger termination announcement on Dec. 10. We expect the latter to be implemented over time as the company builds on its liquidity after it depleted $2.5 billion of its cash on hand and used $1.4 billion of revolver borrowings (repaid and with no balance as of June 2024) to fund its $4 billion special dividend in January 2023. The company has held less than $300 million of cash on hand since then--with the exception of the quarter ended February 2023 --compared with nearly $500 million pre-pandemic. An expected $1.1 billion-$1.4 billion of reported free cash flow (FCF) in fiscals 2024 and 2025 will help the company replenish its cash. Part of the FCF improvement is a result of reduced annual capital spending of $1.8 billion this and next year, compared to more than $2 billion in fiscal 2023. "ACI's leverage will improve over fiscal 2025 as debt declines. We expect ACI's leverage will fall to the 3.5x area by the end of fiscal year 2024 compared with 3.9x as of September 2024. Additionally, several multiemployer pension plans (MEPPs) the company is party to--and which we add to our adjusted debt calculation ($3.6 billion as of September 2024)--will likely receive relief from the 2021 American Rescue Act Special Financial Assistance program. Under the program, eligible MEPPs receive a one-time cash payment, which is not subject to repayment, in the amount necessary to maintain solvency through 2051. This will enable ACI to reduce most of this exposure. We expect the MEPP adjustment to fall considerable by fiscal year-end 2025 and as a result, we project that leverage will fall below 3x by the end of the fiscal year ending March 2026, about a 0.5x improvement from the year prior. "The stable outlook reflects our expectation for steady 2024 margins and improvements in 2025, robust free cash generation, and leverage of approximately 3x-3.5x, despite ongoing competition from traditional and nontraditional grocers alike. "We could lower the rating if we expect leverage to rise and remain above 4x. While we expect the most likely scenario would result from a more aggressive financial policy by the company--namely significantly debt-funded shareholder remunerations--this could also occur if Albertsons' operating performance substantially declined, such that S&P Global Ratings-adjusted EBITDA declined by approximately 25%." S&P could raise the rating on Albertsons to investment grade if: -- S&P views its competitive position more favorably, which is likely to occur if it is able to continue to generate organic revenue growth and retain market share in its key regions, and improve operating margin with increased sales and store efficiencies, while maintaining leverage below 4x or -- S&P expects adjusted leverage to be below 3x on an ongoing basis, likely due to a combination of reduced adjusted debt (including MEPP liabilities) and sustained S&P Global Ratings-adjusted EBITDA margins in the mid-6% area, well above pre-pandemic levels. ALL BLUE INVESTMENT: Seeks Chapter 11 Bankruptcy in Florida ----------------------------------------------------------- Dorothy Ma of Bloomberg Law reports that All Blue Investment Management Ltd. sought Chapter 15 bankruptcy protection in Florida on Friday, December 13, 2024, as revealed in court filings. The application was submitted by the company's liquidators, with records indicating that Matthew Holden Novak, the head of All Blue Fund, authorized the liquidator's appointment. Earlier this 2024, Bloomberg reported that All Blue had engaged in a series of unsuccessful short bets with multiple counterparties and allegedly failed to settle the resulting trades. About All Blue Investment Management Ltd. All Blue Investment Management Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-23016) on December 13, 2024. Rachel Nanes of Dla Piper LLP is the Debtor's counsel. ALL STAR TRUCKING: Gets OK to Use Cash Collateral Until April 30 ---------------------------------------------------------------- All Star Trucking, LLC got the green light from the U.S. Bankruptcy Court for the Western District of Washington to use cash collateral until April 30 next year. The order signed by Judge Timothy Dore approved the use of cash collateral for the purposes of satisfying payroll obligations and related taxes and insurance for the company's employees, which include payment for the pre-bankruptcy period of Oct. 27 to Nov. 15. All Star Trucking was also authorized to use the cash collateral for payment of post-petition operating expenses, including future payroll and related taxes, in accordance with its approved budget. As adequate protection for the use of its cash collateral, the U.S. Small Business Administration was granted replacement liens in the company's post-petition cash, accounts receivable, and inventory. The agency will also receive a monthly payment of $400 as additional protection beginning this month until April 2025 or until confirmation of All Star Trucking's Chapter 11 plan, whichever is earlier. Meanwhile, All Star Trucking was ordered to remit $1,000 per month to the trust account of Geoffrey Groshong starting this month for payment of administrative fees pending further court order. 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. ALLAN'S COFFEE: Wins $69K Cash Collateral Access Until Dec. 27 -------------------------------------------------------------- Allan’s Coffee & Tea, Inc. received second interim approval from the U.S. Bankruptcy Court for the District of Oregon to use up to $69,043.17 in cash collateral. The Debtor is authorized to use cash collateral to pay expenses as set forth in the budget for the period from Dec. 9 to Dec. 27, 2024. The budget shows the Debtor's projected total business expenses of $69,043, for the period from December 9, 2024 to December 27, 2024. A replacement lien in favor of the Secured Creditors (United States Small Business Administration, Fox Capital Group, Inc., and Channel Partners Capital, LLC) on all of the Debtor's assets or interests in assets acquired on or after the Petition Date. The Debtor's right to use cash collateral will terminate if it defaults in any of the conditions of adequate protection, and the Secured Creditors may provide written notice of such default. A final hearing on the Motion will be held on December 27, 2024 at 10:00 a.m. About Allan's Coffee & Tea Inc. Allan's Coffee & Tea Inc., doing business as Allan's Cafe and Allan's Coffee, sells coffee, tea, syrups, concentrates, cups, and filters. Allan's Coffee & Tea Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Or. Case No. 24-62692) on December 3, 2024. In the petition filed by Robert Morgan, as president, the Debtor reports total assets of $1,246,785 and total liabilities of $2,767,308. Honorable Bankruptcy Judge Thomas M. Renn handles the case. The Debtor is represented by: Loren S. Scott, Esq. THE SCOTT LAW GROUP PO Box 70422 Springfield, OR 97475 Tel: 541-868-8005 Fax: 541-868-8004 ANCORA SERVICES: Gets Interim OK to Use Cash Collateral ------------------------------------------------------- Ancora Services Corporation received interim approval from the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division to use cash collateral. The interim order signed by Judge Michael Parker on Dec. 9 authorized the company to use up to $30,000 in cash collateral to pay expenditures incurred for the period from the petition date to Dec. 18. Ancora is not allowed to use cash from receivables it allegedly sold to CR-FED, LLC. As adequate protection, secured creditors will be granted replacement liens on post-petition accounts receivable in case of any diminution in the value of their collateral. 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. APPLIED ENERGETICS: Appoints Christopher Donaghey as New CEO ------------------------------------------------------------ Applied Energetics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Applied Energetics has appointed Christopher Donaghey to serve as its President and Chief Executive Officer, effective November 25, 2024. In a press release, Bradford T. Adamczyk, Executive Chairman, stated, "We are pleased to announce Chris as our new Chief Executive. Chris is a dynamic business leader with a deep understanding of the industry, our customers' needs and our operations. His diverse set of experiences in the defense industry, coupled with his keen understanding of the need for cutting-edge solutions to address the urgent threats to our national security, make him ideally suited to lead the company during its next phase of growth and customer adoption. We have every confidence in his ability to guide Applied Energetics and drive the company's long-term success." Mr. Donaghey, age 52, is an experienced financial executive with extensive experience in the defense industry and has served as the company's Chief Operating and Financial Officer since August 2022, during which time he has led all aspects of Applied Energetics financial strategy, performance, reporting and long-range business planning, as well as investor relations, treasury, controller, and audit operations. He served as senior vice president and head of corporate development for Science Applications International Corporation, a defense and government agency technology integrator, where he was responsible for executing the company's mergers and acquisitions and strategic ventures strategy. He joined SAIC in 2017, as senior vice president of finance for SAIC's operations. Mr. Donaghey is also a Founder and Executive Board member of the Silicon Valley Defense Group, a non-profit organization whose mission is to create the nexus of pioneering ideas, people, and capital that will unlock new sources of innovation for national security and power the digital evolution of the defense industrial base. Prior to joining SAIC, Donaghey was Vice President of Corporate Strategy and Development for KeyW Corporation, a national security solutions provider for the intelligence, cyber and counterterrorism communities, where he guided the overall corporate strategy, M&A, and capital markets activities. Mr. Donaghey was also a senior research analyst for SunTrust Robinson Humphrey Capital Markets during which time, he was ranked the number one defense analyst and number two analyst overall for stock selection by Forbes/Starmine in 2005 and was named in the Wall Street Journal Best on the Street survey in 2005, 2008, and 2009. Mr. Donaghey served in the U.S. Navy Reserve where he provided scientific and technical analysis of missile guidance and control systems and advanced electronics for the Short-Range Ballistic Missile group at the Defense Intelligence Agency's Missile and Space Intelligence Center. Donaghey earned his bachelor's degree in mechanical engineering from Texas Tech University and served as an officer in the U.S. Navy. Mr. Donaghey served on Applied Energetics' Board of Advisors from April 30, 2019 until becoming Chief Operating and Financial Officer. Executive Employment Agreement The Company have entered into an Executive Employment Agreement with Mr. Donaghey setting forth the terms of his service as President and Chief Executive Officer. The agreement is for a term of three years and is renewable thereafter for sequential one-year periods. The agreement may be terminated by the Company for "Cause" or by Mr. Donaghey for "Good reason" both of which terms are defined in the agreement. The agreement may also be terminated, without Cause or Good Reason, by either party upon 60 days' written notice to the other. The agreement calls for: (i) a cash salary of $400,000 per annum, payable monthly, and eligibility for a discretionary bonus within 60 days of the end of each year, and (ii) incentive stock options to purchase up to 1,000,000 shares of our common stock at an exercise price of $0.78 per share under the company's 2018 Incentive Stock Plan. These options vest in installments based upon achievement by the company of target amounts of "gross revenue" during any one fiscal-year period as follows: with respect to 170,000 shares, upon achievement of an Annual Revenue Target of $10 million; with respect to an additional 330,000 shares, upon achievement of an Annual Revenue Target of $25 million; and with respect to the remaining 500,000 shares, upon achievement of an Annual Revenue Target of $50 million. The installments shall be cumulative. (I.e., the options may be exercised, as to any or all shares covered by an installment, at any time or times after an installment becomes exercisable and until expiration or termination of the options, and achievement of more than one Annual Revenue Target in any one fiscal-year period will cause the options to vest as to shares covered by both such installment amounts.). In the event of a termination of the agreement by Donaghey with Good Reason, or by the Company without cause, it must pay him any unpaid base compensation due as of the termination date as well as any pro rata unpaid bonus and any unpaid expenses plus additional severance of 90 days' base salary. In conjunction with the appointment of Mr. Donaghey, the Board of Directors has accepted the resignation of Dr. Quarles as President and Executive Officer, effective November 25, 2024, and has entered into an Employment and Transition Agreement with Dr. Quarles pursuant to which he is to serve as CEO Emeritus. This agreement has an initial term of one year and may be extended by mutual agreement for an additional year. Under this agreement, he is to receive a salary at a monthly rate of $33,333 until March 1, 2025 and $29,167 thereafter, subject to certain performance criteria. About Applied Energetics Headquartered in Tucson, Arizona, Applied Energetics, Inc. -- http://www.appliedenergetics.com-- specializes in the development and manufacture of advanced high-performance lasers and optical systems, and integrated guided energy systems, for prospective defense, national security, industrial, biomedical, and scientific customers worldwide. Las Vegas, NV-based RBSM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has suffered recurring losses from operations and will require additional capital to fund its current operating plan, that raises substantial doubt about the Company's ability to continue as a going concern. AS SPECIFIED: Gets Interim OK to Use Cash Collateral Until Jan. 9 ----------------------------------------------------------------- As Specified, Inc., received third interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, to use cash collateral until Jan. 9, 2025. The interim order authorized As Specified to use the cash collateral of its secured creditors to pay expenses, including payments to the Subchapter V trustee, payroll and other necessary expenses set forth in its projected budget, plus an amount not to exceed 10% for each line item. The budget shows the Debtor's projected expenses for the weeks of November 18, 2024, to January 6, 2025, which is $25,890.10 to $18,000.00 per week. Secured creditors, including the U.S. Small Business Administration and City National Bank of Florida, will be granted replacement liens on cash collateral to the same extent and with the same validity and priority as their pre-bankruptcy liens. The next hearing is scheduled for Jam. 9, 2025. About As Specified As Specified, Inc., doing business as Indon International, specializes in the manufacturing of custom case goods and seating for 3 to 5-star hospitality projects worldwide. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04465) on August 23, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Rick J. Gursky, sole shareholder, signed the petition. Judge Tiffany P. Geyer presides over the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. ATI PHYSICAL: FIG Buyer GP, Affiliates Lower Stake to 3.9% ---------------------------------------------------------- FIG Buyer GP, LLC disclosed in a Joint Schedule 13D/A filed with the U.S. Securities and Exchange Commission that the firm and its affiliated entities -- Fortress Acquisition Sponsor II LLC , Hybrid GP Holdings (Cayman) LLC, Hybrid GP Holdings LLC, FIG LLC, Fortress Operating Entity I LP, FIG Blue LLC (f/k/a FIG Corp.), Fortress Investment Group LLC, FINCO I Intermediate Holdco LLC, FINCO I LLC, FIG Parent, LLC, and Foundation Holdco LP -- beneficially owned, in aggregate, 170,500 shares of ATI Physical Therapy, Inc.'s Class A Common Stock, representing 3.9% of the 4,411,441 shares of Common Stock outstanding as of October 30, 2024, as disclosed in the Company's Quarterly Report on Form 10-Q filed on November 4, 2024. The beneficial ownership of an aggregate of 170,500 shares of Common Stock reported herein includes 170,500 shares of Common Stock that are unvested and subject to certain vesting and forfeiture provisions set forth in the Sponsor Letter Agreement. The Reporting Persons have not engaged in any transaction since the most recent filing of Schedule 13D involving shares of Common Stock, other than the sale of 2,966,666 Warrants held directly by Sponsor (which can be exercised for the issuance of 59,333 shares of Common Stock) for $0.0005 per Warrant, in cash, in a private transaction on November 27, 2024. No person other than the Reporting Persons and the investors in the Sponsor and the Funds is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons. On November 27, 2024, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Common Stock. FIG Buyer GP, LLC may be reached at: Daniel N. Bass Treasurer c/o Fortress Investment Group LLC 1345 Avenue of the Americas, 46th Floor New York, N.Y. 10105 Tel: (212) 798-6100 A full-text copy of FIG Buyer's SEC Report is available at: https://tinyurl.com/bds2yhyp About ATI Physical Therapy Headquartered in Bolingbrook, Ill., ATI Physical Therapy, Inc., together with its subsidiaries, is a nationally recognized healthcare company specializing in outpatient rehabilitation and adjacent healthcare services. The Company provides outpatient physical therapy services under the name ATI Physical Therapy and, as of Dec. 31, 2023, had 896 clinics located in 24 states (as well as 18 clinics under management service agreements). Chicago, Ill.-based Deloitte and Touche LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Feb. 27, 2024, citing that the Company has experienced recurring losses from operations and negative cash flows from operations and requires operational improvement in order to meet its obligations as they become due over the next 12 months and maintain compliance with debt covenants, which raises substantial doubt about its ability to continue as a going concern. As of September 30, 2024, ATI Physical Therapy had $967.3 million in total assets, $889.6 million in total liabilities, $238.9 million in mezzanine equity, and $161.1 million in total stockholders' deficit. AVALON PIMA: Court OKs DIP Loan From Tikova ------------------------------------------- Avalon Pima, LLC and Avalon Van Buren, LLC received interim approval from the U.S. Bankruptcy Court for the District of Arizona to obtain debtor-in-possession financing from Tikova SMA I, LLC to get through bankruptcy. The interim order signed by Judge Scott Gan approved Tikova's advancement of $365,363.20 to pay Kroll Contractors, Inc. It also approved the companies' use of cash collateral on an interim basis. Tikova, a lender to the companies, has a first-priority lien on the companies' assets, including real estate and leases. The lender is willing to provide additional funding to complete a construction project known as the BR Project. The BR Project is nearing completion, with the final phase scheduled for completion in early December 2024. The companies have entered into a Purchase and Sale Agreement to sell the completed BR Project for $2.69 million. Tikova has agreed to provide additional funds to pay the general contractor, Kroll, to complete the BR Project. The sale of the BR Project will significantly reduce the debt owed to Tikova and is considered a good deal for the companies. In exchange, Tikova will receive a security interest in the project and its related assets. The companies are requesting court approval for this additional financing, which will be used to pay the general contractor. As Tikova already has a security interest in the companies' assets, including cash collateral, no separate budget is needed for this motion. About Avalon Pima LLC Avalon Pima, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-09893) on Nov. 18, 2024, listing $1,000,001 to $10 million in both assets and liabilities. Judge Scott H Gan presides over the case. Philip J. Giles, Esq. at Allen, Jones & Giles, PLC represents the Debtor as counsel. AVSC HOLDING: S&P Withdraws 'CCC+' Issuer Credit Rating ------------------------------------------------------- S&P Global Ratings withdrew all of its ratings on AVSC Holding Corp., including its 'CCC+' issuer credit rating, at the issuer's request. AVSC's existing debt was repaid following the refinance transaction. S&P's rating outlook on the company was positive at the time of the withdrawal. B & J PROPERTY: Court OKs Sale of Ocala Property ------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division has approved B & J Property Management of Ocala LLC, to sell Property located at 1813 SW 1ST Avenue Ocala, FL 34471-8167, free and clear of all liens, interests, and encumbrances. The Court has approved to sell the property in an online auction conducted by Tranzon Driggers. The sale will be posted on the Auctioneer’s website at Tranzon.com. All bidders must register online and accept the terms, conditions and instructions found online at the auction site as a condition precedent to becoming a qualified bidder. The Court ordered that the Auctioneer shall submit to the U.S. Trustee and file with the Court an itemized statement of the property sold, the name of each purchaser, and the price received for the property. In addition, Auctioneer shall present an affidavit or declaration listing all costs and expenses incurred with the report of sale and the recipient of any sales proceeds. Within seven days of the conclusion of the auction, Debtor shall file with the Court any closing statements or bills of sale related to the auction. About B & J Property Management of Ocala LLC B & J Property Management of Ocala LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). B & J Property is the sole owner of real property located at 1834 SW 1st Avenue, Suite 201, Ocala, Fla., valued at $821,896. B & J Property sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01976) on July 11, 2024, with total assets of $821,896 and total liabilities of $1,505,000. Gordon Johnson, manager, signed the petition. Judge Jacob A. Brown oversees the case. The Debtor is represented by Richard A. Perry, Esq., at Richard A. Perry P.A. BAYOU TOPCO: S&P Rates Incremental Delayed-Draw Term Loan B 'B-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating to Bayou Topco Inc.'s proposed $70 million incremental delayed-draw term loan B due August 2028, issued by Bayou Intermediate II LLC., a wholly-owned subsidiary of Bayou Topco (doing business as Cordis). S&P said, "The recovery rating on the proposed term loan is '3', indicating our expectation of meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. This represents a modest decrease from our previous rounded estimate of 55% prior to the add-on." Cordis intends to use the majority of the proceeds to repay the amount outstanding under its revolving credit facility (about $69 million) and to use the remaining amount for general corporate purposes. S&P said, "Our 'B-' issuer rating and negative outlook on the company is unchanged because we consider the proposed transaction to be leverage neutral. The negative outlook reflects the likelihood of a downgrade over the next year if the company continues to have high cash flow deficits such that we conclude the company will not generate positive free cash flow on a sustained basis. This could lead us to assess the capital structure as unsustainable, notwithstanding the potential for support from its financial sponsor, Hellman & Friedman LLC. "We believe Cordis has limited headroom for underperformance given its high leverage (S&P Global Ratings-adjusted 8.1x as of the end of fiscal first quarter 2025) and continuous cash flow deficits ($88.7 million in the last 12 months ended Sept. 30, 2024). Cordis' operating results in first quarter of fiscal 2025 showed strong constant currency revenue growth of 15%, which was the result of the successful resolution of the company's supply chain constraints last year and the contribution from MedAlliance products (an affiliate under common control). Additionally, the company has significantly reduced restructuring and transformation costs to about $5 million from $21 million in the first quarter 2024. However, the company has not yet generated positive free cash flow. We believe Cordis will continue with its efforts to improve profitability and reduce nonrecurring charges, but we still believe there is an elevated risk of higher-than-expected cash flow deficits in fiscal 2025. "In addition, although the sponsor has periodically provided equity support to Cordis, partially funding its cash flow deficits, we do not incorporate uncommitted financing in our base case." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- Bayou's capital structure pro forma for the proposed transaction will include a $80 million revolving credit facility due 2026, a $375 million first-lien term loan due 2028, and the proposed $70 million incremental delayed-draw term loan B. -- S&P's simulated default scenario contemplates a default occurring in fiscal year 2026, stemming from higher-than-projected costs leading to margin decline and higher-than-expected cash outflows. -- S&P assumes the revolver is 85% drawn at default. -- S&P said, "For our simulated default scenario, we assume the company would reorganize as a going concern to maximize its lenders' recovery prospects. We value the company on a going concern basis using a 5.5x multiple of our projected emergence EBITDA, which is in line with the multiples we use for similar peers." Simulated default assumptions: -- Simulated year of default: 2026 -- EBITDA at emergence: approximately $52 million -- Implied enterprise value (EV) multiple: 5.5x -- Jurisdiction: U.S. Simplified waterfall: -- Net EV after 5% administrative costs: $272 million -- Valuation split (obligors/nonobligors): 33%/67% -- Total value available to first-lien debt: $272 million -- First-lien senior secured claims: $514 million -- Recovery expectations: 50%-70% (rounded estimate: 50%) Note: All debt amounts include six months of prepetition interest. BETHLEHEM-CENTER SCHOOL: Moody's Affirms B2 Issuer & GOLT Ratings ----------------------------------------------------------------- Moody's Ratings has affirmed Bethlehem-Center School District, PA's B2 issuer and general obligation limited tax (GOLT) ratings and removed the negative outlook on the ratings. At the end of fiscal 2023, the district had approximately $11.7 million in debt outstanding. The removal of the negative outlook reflects the district's improving financial position in light of a willingness to increase its property tax levy and material growth in state aid. RATINGS RATIONALE The B2 issuer rating reflects the district's very weak financial position that will improve over the next two years due to material increases in state aid and an ongoing willingness to increase its property tax levy. That said, reserves will remain extremely limited and are expected to only reach $0 at the end of fiscal 2025. At the end of fiscal 2023, the district's available fund balance ratio remained negative (-6.4%). The rating also reflects the district's limited economic base - will full value per capita of $48,000 - that will exhibit stability in the near term despite the potential for some residential development. Household income will remain just below-average at 92% of the national median. Favorably, leverage - which amounted to 171% of revenue at the end of fiscal 2023 - will remain manageable due to an absence of near-term borrowing plans. The lack of distinction between the district's issuer rating and the B2 rating on the district's GOLT debt is based on the district's general obligation full faith and credit pledge. RATING OUTLOOK Moody's do not assign outlooks to local government credits with this amount of debt outstanding. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Significant revenue increase, such that cash flow is positive in all months of the year -- Elimination of negative fund balance -- Additional moderation of negative enrollment trend FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Return to structural imbalance -- Failure to pay debt service as scheduled LEGAL SECURITY All of the district's debt is backed by the full faith and credit and taxing power of the district, including ad valorem taxes subject to the limitations of Pennsylvania's Act 1 Taxpayer Relief Act. PROFILE Bethlehem-Center School District, PA is a rural school district serving portions of Washington County (Aa2) approximately 32 miles south of Pittsburgh (A1 stable). The district provides K-12 instruction to 987 students as of the 2023-2024 school year through one elementary school and one junior/senior high school. METHODOLOGY The principal methodology used in these ratings was US K-12 Public School Districts published in July 2024. BRIGHT ANGLE: Court OKs Interim Use of Cash Collateral ------------------------------------------------------ The Bright Angle, LLC received second interim approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina 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 $20,956.75 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. The next hearing is scheduled for Jan. 8, 2025. 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. BROCATO'S SANDWICH: Gets Interim OK to Use Cash Collateral ---------------------------------------------------------- Brocato's Sandwich Shop Inc. received fifth interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division to use cash collateral of U.S. Foods, Inc., Gordon Food Service, Inc., and the Florida Department of Revenue. The court granted the motion on an interim basis during a hearing on November 21, 2024. The court authorized the company to use cash collateral to cover necessary expenses listed in the budget, with a 10% allowance for each line item. As protection, secured creditors were granted post-petition liens on the same terms as their pre-bankruptcy liens. In addition, the court ordered the company to fulfill its obligations, provide financial reporting, maintain insurance, and allow secured creditors access to business records and premises upon request. A continued hearing is scheduled for January 16, 2025. About Brocato's Sandwich Shop Brocato's Sandwich Shop, Inc. owns and operates a sandwich restaurant in Tampa, Fla. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02613) on May 8, 2024, with $14,595 in assets and $1,396,391 in liabilities. Michael Brocato, president, signed the petition. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is the Debtor's legal counsel. BROWN GENERAL: Gets Extension to Use Cash Collateral Thru Feb. 1 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky, Lexington Division, granted Brown General Contractors, LLC, an extension to use cash collateral through February 1, 2025. The extension adheres to the terms outlined in the previously issued Final Order, as modified by the updated budget. A copy of the court's order and the Debtor's budget is available at https://shorturl.at/6qwZl from PacerMonitor.com. About Brown General Contractors Brown General Contractors, LLC is the owner of real property located at 255 Coleman Ln, Georgetown, Ky., valued at $959,000. Brown General Contractors filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 24-51313) on October 15, 2024, with total assets of $1,879,668 and total liabilities of $2,628,660. Ryan Brown, a member of Brown General Contractors, signed the petition. Judge Douglas L. Lutz oversees the case. The Debtor is represented by Michael B. Baker, Esq., at The Baker Firm, PLLC. BURGERFI INT'L: CEO Departs, Joins TREW Capital Management ---------------------------------------------------------- BurgerFi International, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on November 15, 2024, Carl Bachman departed the Company and his role as Chief Executive Officer and joined the purchaser of the Anthony's Coal Fired Pizza assets. Mr. Bachman's departure was not a result of any disagreements with the Company on any matter relating to the Company's operations, policies, or practices. About BurgerFi Int'l BurgerFi International, Inc. (NASDAQ:BFI) is a multi-brand restaurant company that develops, markets, and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises. BurgerFi International, Inc. is the owner and franchisor of two brands with a combined 144 locations: (i) Anthony's, a premium pizza and wing brand with 51 restaurants (50 corporate-owned casual restaurant locations and one dual brand franchise location), as of Sept. 10, 2024, and (ii) BurgerFi, among the nation's fast-casual better burger concepts with 93 BurgerFi restaurants (76 franchised and 17 corporate-owned) as of Sept. 10, 2024. BurgerFi International, Inc. and 114 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on Sept. 11, 2024 (Bankr. D. Del. Lead Case No. 24-12017). The cases are pending before the Honorable Judge Craig T Goldblatt. Raines Feldman Littrell LLP serves as the Debtors' counsel. Force Ten Partners' Jeremy Rosenthal serves as the Company's Chief Restructuring Officer. Sitrick And Company serves as strategic communications advisor to the Company. Stretto is the claims agent. BURGERFI INT'L: Completes Sale of Assets to TREW ------------------------------------------------ BurgerFi International, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on November 8, 2024, the U.S. Bankruptcy Court for the District of Delaware entered orders approving the sales by the Debtors of the Anthony's Coal Fired Pizza assets and the BurgerFi assets to TREW Capital Management Private Credit 2 LLC or its designees. Among other things, the Sale Orders provide for the sale of the Anthony's Coal Fired Pizza assets in exchange for a credit bid of $44 million and the assumption of certain liabilities by TREW, and for the sale of the BurgerFi assets in exchange for a credit bid of $10 million and the assumption of certain liabilities by TREW, with these transactions serving to fully satisfy the Debtors' obligations under their senior secured superpriority debtor-in-possession financing facilities and with the Debtors retaining certain assets and claims for the benefit of unsecured creditors. The sale of the Anthony's Coal Fired Pizza assets closed on November 15, 2024, and the sale of the BurgerFi assets closed on November 27, 2024. On November 14, 2024, each Debtor filed its Schedule of Assets and Liabilities and its Statement of Financial Affairs. The Debtors prepared the Schedules and Statements with the assistance of their advisors and in accordance with section 521 of the Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy Procedure. Further information regarding the Debtors' pending bankruptcy cases, and copies of all pleadings therein, including the Sale Orders, the asset purchase agreements, as well as the Schedules and Statements, are available free of charge at the website maintained by Company's claims and noticing agent at https://cases.stretto.com/BFI. About BurgerFi Int'l BurgerFi International, Inc. (NASDAQ:BFI) is a multi-brand restaurant company that develops, markets, and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises. BurgerFi International, Inc. is the owner and franchisor of two brands with a combined 144 locations: (i) Anthony's, a premium pizza and wing brand with 51 restaurants (50 corporate-owned casual restaurant locations and one dual brand franchise location), as of Sept. 10, 2024, and (ii) BurgerFi, among the nation's fast-casual better burger concepts with 93 BurgerFi restaurants (76 franchised and 17 corporate-owned) as of Sept. 10, 2024. BurgerFi International, Inc. and 114 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on Sept. 11, 2024 (Bankr. D. Del. Lead Case No. 24-12017). The cases are pending before the Honorable Judge Craig T Goldblatt. Raines Feldman Littrell LLP serves as the Debtors' counsel. Force Ten Partners' Jeremy Rosenthal serves as the Company's Chief Restructuring Officer. Sitrick And Company serves as strategic communications advisor to the Company. Stretto is the claims agent. CAREMAX INC: Counters Objections to Reorganization Plan ------------------------------------------------------- Randi Love of Bloomberg Law reports that CareMax Inc., a bankrupt health-care system, has contested objections from the Department of Justice's bankruptcy watchdog and a group of junior creditors opposing its reorganization plan. According to Bloomberg Law, the company filed its Chapter 11 plan and related documents simultaneously with its bankruptcy filing last month. However, the U.S. Trustee and an unsecured creditors' committee, appointed on December 4, 2024, raised concerns over the inclusion of improper nonconsensual third-party releases. The trustee lodged an objection last week, followed by the committee's objection on Sunday. CareMax responded, asserting it has been available for discussions and has "timely provided responses" to address the issues. About CareMax Inc. CareMax Inc. is a provider of medical centers for elderly patients. CareMax and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 24-80093) on November 17, 2024. In its petition, CareMax reported estimated liabilities between $500 million and $1 billion and estimated assets between $100 million and $500 million. Judge Michelle V. Larson oversees the cases. The Debtors tapped Thomas Robert Califano, Esq., at Sidley Austin, LLP as bankruptcy counsel; Alvarez & Marsal North America, LLC as financial advisor; and Piper Sandler & Co. as investment banker. Stretto, Inc. is the Debtors' claims, noticing and solicitation agent. CASTLE US: XAI Octagon Marks $823,467 Loan at 34% Off ----------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $823,467 loan extended to Castle US Holding Corp., Initial to market at $544,221 or 66% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Castle US Holding Corp., Initial (3 M SOFR+ 3.75%). The loan matures January 29, 2027. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Castle US Holding Corporation provides database tools and software to public relations and communications professionals. CELULARITY INC: Raises $500,000 in Private Placement ---------------------------------------------------- Celularity Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company agreed to sell and issue to the investor and other purchasers in a private placement transaction, in one or more closings, unsecured senior convertible notes and warrants for an aggregate original principal amount of up to $1,000,000. As of December 2, 2024, the Company issued and sold $500,000 Notes and Warrants pursuant to the Purchase Agreement. The Notes bear interest at an annual rate of 8% (increasing to 10% in the event of default as defined in the Purchase Agreement) and have a maturity date of one year from the date of issuance. Upon an event of default, the Notes are convertible at the Purchasers' option into shares of the Company's Class A common stock, par value $0.0001 per share, at a price per share equal to: (i) $2.85 (adjusted for stock splits, reverse stock splits, stock dividends, or similar transactions); or (ii) the offering price of a subsequent financing transaction with gross proceeds of $2,500,000 or more, subject to a floor price of $1.00 per share. The Notes include customary negative covenants restricting the Company's ability to incur other indebtedness other than as permitted, pay dividends to stockholders, grant or suffer to exist a security interest in any of the Company's assets, other than as permitted, amongst others. In addition, the Notes include customary events of default. The Purchaser Warrants entitle the Purchasers to purchase shares of Common Stock equal to each Purchaser's subscription amount divided by the exercise price of $2.85 per share. The exercise price, and the number of shares of Common Stock issuable under the Purchaser Warrants, are subject to a one-time reset upon the completion of a Subsequent Financing, subject to a floor price of $1.00 per share. The Purchaser Warrants are immediately exercisable and have a 5-year term. The Company intends to use the net proceeds from the Notes and the Purchaser Warrants for working capital and general corporate purposes. Madison Global Partners, LLC served as the exclusive placement agent for the offering. In connection with the transaction, the Company paid a cash fee equal to 7% of the aggregate proceeds, a non-accountable expense fee of 1% of the aggregate proceeds, and an initial retainer fee of $25,000, and a reimbursement of legal expenses up to $75,000. In addition, the Company agreed to issue a 5-year warrant to purchase a number of shares of Common Stock equal to 7% of the proceeds of the transaction (the "Placement Agent Warrants"), at an exercise price equal to 125% of the offering price. The Placement Agent Warrants are subject to the same one-time exercise price adjustment provision as the Purchaser Warrants in connection with a Subsequent Financing. The issuance of the Notes, the Purchaser Warrants, the Placement Agent Warrants and the underlying shares of Common Stock was made in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The offer and sale of the Notes, the Purchaser Warrants and the Placement Agent Warrants (including the shares underlying the Notes, the Purchaser Warrants and the Placement Agent Warrants) have not been registered under the Act or any state securities laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. About Celularity Inc. Headquartered in Florham Park, N.J., Celularity Inc. -- www.celularity.com -- is a cellular and regenerative medicine company focused on improving health longevity, which the U.S. National Academy of Medicine defines as the state in which a person's number of years in good health approaches their biological lifespan. The objective of extending health longevity is to compress the period of time in which an individual experiences aging-related degenerative diseases and disorders associated with increased mortality towards the end of life. The Company is developing off-the-shelf placental-derived allogeneic cellular therapies and advanced biomaterial products for the treatment of degenerative disorders and diseases including those associated with aging. Morristown, New Jersey-based Deloitte & Touche LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated July 30, 2024, citing that the Company has suffered recurring losses and net cash outflows from operations and has outstanding debt that is currently due for which the Company does not have sufficient liquidity to repay, which raises substantial doubt about its ability to continue as a going concern. Celularity reported a net loss of $196.30 million for the year ended Dec. 31, 2023, compared to a net income of $14.19 million for the year ended Dec. 31, 2022. As of June 30, 2024, Celularity had $135.5 million in total assets, $107.7 million in total liabilities, and $27.8 million in total stockholders' equity. CENTURY MINING: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- Gerard Vetter, Acting U.S. Trustee for Region 4, appointed an official committee to represent unsecured creditors in the Chapter 11 case of Century Mining, LLC. The committee members are: 1. Ben Hardman J.H Fletcher & Co & Fletcher Service, Inc. 402 High Street P.O. Box 2187 Huntington, WV 25705 304-525-7811 (Phone) 304-525-3770 (Fax) bhardman@jhfletcher.com 2. Kelly Smith Joy Global Underground Mining, LLC 220 Simko Blvd Charleroi, PA 15022 724-873-4375 (Phone) Kelly.smith@global.komatsu 3. Jim Leslie Jeamar USA, LLC 1051 M&O Drive Bossier City, LA 71111 318-469-8682 (Phone) jim@jeamar.com 4. Henry Looney United Central Industrial Supply Company, LLC 1241 Volunteer Parkway, Suite 1000 P.O. Box 8300 Bristol, TN 37620 423-573-7301 (Phone) Henry.looney@unitedcentral.net Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Century Mining LLC Century Mining LLC, doing as Allegheny Metallurgical, produces metallurgical coal that is used by steel manufacturers around the globe. Century Mining LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. W. Va. Case No. 24-00598) on November 22, 2024. In the petition filed by Keith Hainer, president, the Debtor disclosed between $50 million and $100 million in both assets and liabilities. Judge David L. Bissett oversees the case. The Debtor tapped Campbell & Levine, LLC as bankruptcy counsel; Supple Law Office, PLLC as local counsel; and MorrisAnderson & Associates, Ltd. as restructuring advisor. CHRIS' COLLISION: Michael Wheatley Named Subchapter V Trustee ------------------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Michael Wheatley as Subchapter V trustee for Chris' Collision, L.L.C. Mr. Wheatley will be paid an hourly fee of $275 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Wheatley declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael E. Wheatley P.O. Box 1072 Prospect, KY 40059 Phone: 502-744-6484 Email: mwheatleytr@gmail.com About Chris' Collision L.L.C. Chris' Collision L.L.C. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-32902) on November 11, 2024. In the petition signed by Christopher Clifford, member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird LLP, represents the Debtor as legal counsel. CLYDESDALE ACQUISITION: Moody's Alters Outlook on 'B3' CFR to Pos. ------------------------------------------------------------------ Moody's Ratings affirmed Clydesdale Acquisition Holdings, Inc.'s (dba Novolex) Corporate Family Rating at B3 and its probability of default rating at B3-PD. At the same time Moody's affirmed the B2 rating on its backed senior secured first lien bank credit facilities, including the revolver and term loan, and backed senior secured notes, and affirmed the Caa2 rating on its backed senior unsecured notes. The outlook was changed to positive from stable. The affirmation of Novolex's ratings and change of the outlook to positive follows the December 9, 2024 announcement that Novolex entered into an agreement to merge with Pactiv Evergreen Inc. (B1 Positive) in an all-cash transaction valued at approximately $6.7 billion. The combined entity will have pro forma revenue of $9.3 billion for the last twelve months (LTM) period as of September 30, 2024. The positive outlook reflects the significant increase in scale of Novelex's business profile as a result of the merger because it will create one of the largest manufacturers and distributors of plastic and fiber-based food and beverage packaging products in the US. The merger with Pactiv will enhance Novolex's product portfolio and geographic footprint, which Moody's expect will support improved operating performance. The transaction is expected to close by mid-2025. The deal is expected to be financed by a combination of debt and equity contributions, and represents an EV/EBITDA multiple of approximately 8.7x based on Pactiv's $722 million LTM EBITDA as of September 30, 2024. The ratings affirmation also reflects Novolex's good liquidity and no near-term debt maturities. However, while Moody's expect the transaction to be moderately deleveraging, debt/EBITDA will remain high (7.5x as of September 30, 2024 for Novolex before the transaction). RATINGS RATIONALE Novolex's B3 CFR reflects the fact that despite the scale and business profile advantages of the merger, leverage of the combined entity will likely remain high and interest coverage will remain modest. The B3 rating also takes into account integration risks related to the merger. However, Pactiv's product offering, geographic footprint, and manufacturing and distribution capabilities will be highly complementary to Novolex, creating a combined entity with a diverse and extensive offering in the US packaging industry. The merger more than doubles Novolex's existing revenue base, which Moody's expect will put the new company at a distinct advantage relative to its peers serving similar end markets. Additionally, Moody's expect the company to realize sizable cost synergies through plant consolidation and removal of redundant administrative costs, which will likely improve margins over the first several years post-close. Moody's expect Novolex to finance the transaction with a $3.4 billion term loan B and a $1.675 billion bridge facility, to be refinanced by senior secured notes. Its sponsor, Apollo, along with the Canada Pension Plan Investment Board (CCPIB), will provide a $2 billion equity commitment. The transaction is expected to close by mid-2025, and the combined entity will be a privately held company led by Novolex Chairman and CEO, Stan Bikulege. Pactiv Evergreen Inc. (NASDAQ: PTVE) is a leading manufacturer and distributor of fresh foods and beverage packaging in North America, serving foodservice distributors, supermarkets, restaurants, and food beverage retailers with 14,000 products including food containers, plates and bowls, hot and cold cups, and closable beverage cartons. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the rating if the company repays its debt and improves its credit metrics such that debt/EBITDA is maintained below 6.0x, EBITDA/interest coverage is maintained above 3.0x, and FCF/debt is above 5%. Moody's could downgrade the rating if the company's operating performance deteriorates such that debt/EBITDA remains above 7.0x, EBITDA/interest expense falls below 1.5x, and FCF/debt falls below 2%. Headquartered in Charlotte, North Carolina, Clydesdale Acquisition Holdings, Inc., doing business as Novolex, is a manufacturer of paper and plastic packaging products, ranging from bags for grocery, retail and food service markets to can liners, specialty films and lamination products, rigid food packaging and environmentally friendly packaging products. Novolex generated revenue of about $4.1 billion for the last twelve months ended September 30, 2024. Novolex has been a portfolio company of Apollo since April 2022, with its previous owner Carlyle keeping a minority stake. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. COLLEGE OF SAINT ROSE: Secures Bid from Land Authority ------------------------------------------------------ James Nani of Bloomberg Law reports that a New York state public land authority has been selected as the winning bidder for the campus of the bankrupt College of Saint Rose in Albany. A notice filed on December 13, 2024 in the U.S. Bankruptcy Court for the Northern District of New York confirmed that the Albany County Pine Hills Land Authority won the bid with a $35 million offer for most of the campus, the report relates. Additionally, Carl Becker, a private individual, secured the college president's house with a separate $625,000 bid, the report adds. About College of Saint Rose College of Saint Rose -- https://strose.edu -- is a New York-based college. College of Saint Rose sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-11131) on October 10, 2024. In the petition filed by Marcia J. White, as president the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $50 million and $100 million. The Debtor is represented by Cullen and Dykman LLP. Heller Kauffman LLP as special counsel. FTI Consulting Inc. as financial advisor. CONDUENT INCORPORATED: Moody's Alters Outlook on 'B1' CFR to Neg. ----------------------------------------------------------------- Moody's Ratings changed the outlook for Conduent Incorporated ("Conduent") and Conduent Business Services, LLC to negative from stable. At the same time, Moody's affirmed Conduent's B1 corporate family rating and B1-PD probability of default rating. Concurrently, Moody's affirmed Conduent Business Services, LLC's B1 backed senior secured bank credit facilities ratings and B1 backed senior secured notes rating. The speculative grade liquidity rating is SGL-1. Conduent is a provider of business process outsourcing services across the commercial, government and transportation sectors. The revision of the outlook to negative reflects Moody's expectation that Conduent's credit metrics will remain weak and free cash flow will be negative, at least through 2025. Following divestitures in 2023 and 2024, the company has become smaller and less profitable. However, Moody's expect profitability to gradually improve during the next 18 months while management completes restructuring efforts, eliminates stranded costs, and restores revenue growth. The affirmation of the B1 CFR is supported by Moody's view that the loss of earnings from business unit divestitures has been offset partially by a reduction in debt from sale proceeds. The company's good liquidity position affords management time to improve profitability and restore revenue growth by the end of 2025. RATINGS RATIONALE Conduent's B1 CFR reflects very high debt to EBITDA of 5.2x or 6.4x after expensing capitalized software costs expected at the end of 2024. Financial leverage is pro forma for divestitures and exclude one-time restructuring charges, and gives partial credit for stranded cost take-out. The sale of more profitable businesses within Conduent's portfolio has driven EBITDA margins significantly lower; Moody's expect EBITDA margins to decline to around 5% in 2024 from 8.7% in 2023. The company intends to achieve $100 million of cost efficiencies and stranded costs by the end of 2025. Moody's expect these initiatives will be beneficial, but recognize the risk that they may not be fully realized until 2026. Pricing pressure in the highly competitive BPO space could also dampen profit rate improvements. Nonetheless, Moody's expect EBITDA margins to improve around 7% in 2025, with most of the cost savings benefit impacting credit metrics in 2026. Moody's expect free cash flow of around negative $20 million in 2025, which will be supported by a significantly lower interest burden following the company's debt repayment in 2024. In total, the company has reduced its total long term debt by $538 million or 42% year-to-date through September 30, 2024. Moody's also expect the company to make additional voluntary term loan A repayments in late 2024 or early 2025. In June, Conduent completed a share repurchase agreement to buy back all common shares owned by Carl Icahn and his affiliates for $132 million. The three board members associated with Mr. Icahn also resigned as part of the agreement. Moody's view the exit of an activist shareholder with significant board concentration as a positive development from a governance perspective as Moody's now anticipate no further shareholder returns until credit metrics have improved. Moody's note that management has also reiterated its commitment to focus on debt repayment. The B1 secured debt ratings are consistent with Conduent's CFR as the rated secured debt accounts for the preponderance of the company's debt capital structure. Conduent's liquidity is good, as indicated by the SGL-1 liquidity rating, despite Moody's anticipation for negative annual free cash flow in the next 12 to 15 months. Liquidity is supported by cash of $393 million as of September 30, 2024 and by an undrawn $550 million revolver expiring in October 2026. Moody's note that the company participates in a non-recourse receivable factoring program, selling $616 million in 2023, and believe that a reduction or loss of the program would create near term working capital needs to fund accounts receivables that could be covered by the company's revolver. Conduent's term loan and revolver are subject to a financial covenant based on a maximum consolidated first lien net leverage ratio of 3.5x. Based on current operating performance expectations, Moody's anticipate that the company will remain well in compliance with this covenant over the next 12 to 18 months. The negative outlook reflects Moody's concerns that Conduent's debt to EBITDA will remain above 5x over the next 12 months and incorporates execution risk in the company's cost management efforts and reversing revenue declines over the next 12 to 18 months. The outlook could be revised to stable if Moody's expect debt to EBITDA will be maintained around 4.5x, positive revenue growth, and maintenance of a good liquidity profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, an upgrade is not considered likely in the near term. Over the long term, the ratings could be upgraded if Conduent realizes organic sales growth, demonstrates meaningful improvements in profitability and free cash flow generation, and adheres to conservative financial policies such that Conduent sustains debt to EBITDA is below 4x and free cash flow to debt approaching 10%. The ratings could be downgraded if Moody's anticipate Conduent's sales will continue to decline after 2024, debt to EBITDA to be sustained above 5x, profitability rates will stall or the company's liquidity will weaken. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Conduent (NASDAQ: CNDT), based in Florham Park, New Jersey, is a provider of business process outsourcing services to clients operating in the healthcare industry and other private sector markets as well as domestic and foreign governments. Moody's forecast that Conduent will generate sales in excess of $3.1 billion in 2025. CONGRUEX GROUP: Moody's Appends 'LD' Designation to PDR ------------------------------------------------------- Moody's Ratings appended a limited default ("/LD") designation to Congruex Group LLC's Probability of Default Rating, revising it to Caa1-PD/LD from Caa1-PD. There is no change to the company's Caa1 Corporate Family Rating, its Caa1 senior secured bank credit facility, which includes the senior secured revolving credit facility and senior secured term loan, and the stable outlook. The /LD designation appended to the PDR will be removed in three business days. In November 2024, Congruex completed an amendment to its credit agreement where the company would PIK a portion of its revolver and term loan interest, including the October 31st payment, until March 2026. During the period, Congruex is also able to defer its term loan amortization payments. Additionally, the amended credit agreement temporarily loosened financial maintenance covenants and introduced certain liquidity covenants. As part of the amendment, Congruex's shareholders contributed a total of $25 million in preferred equity, inclusive of the $8 million previously injected in August 2024. Moody's view the event as a distressed exchange given Congruex's leverage profile and deteriorating financial performance prior to the execution of the amendment. The company would have been at risk of breaching its financial maintenance covenants and under pressure on its ability to make the required interest and amortization payments in the absence of having completed the amendment. However, Moody's view the amendment favorably as it preserves liquidity while providing additional operational runway for the company to execute growth and cost reduction initiatives. Moody's believe the credit profile could improve in the next 12 to 18 months against a more constructive backdrop of stabilizing wireless segment performance while the large programs division continues to ramp up. Congruex's credit profile is constrained by its limited scale and end-market exposure. The company also has moderate customer concentration, with its top 5 customers representing 52% of 2023 revenue. The rating is also constrained by aggressive financial strategies under private equity ownership, such as debt-funded acquisitions and periodic shareholder tax distributions. Since Congruex's inception in 2017, the company has acquired and integrated 22 companies. Congruex's credit profile is supported by its entrenched market position as a provider of design, engineering, construction, and maintenance services to blue chip US broadband network operators in tier 2 U.S. markets. The credit profile is also supported by Moody's expectations for ongoing capital spending in wireline and wireless broadband infrastructure by Congruex's customers, driven by increasing demand for network bandwidth to ensure reliable video, voice, and data services. Congruex Group LLC, formed in 2017 and based in Boulder, Colorado, provides end-to-end design, engineering, construction, and maintenance services to broadband network operators. The company is majority owned by affiliates of private equity sponsor Crestview Partners. COOKQUEEN LLC: Arturo Cisneros Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 16 appointed Arturo Cisneros as Subchapter V trustee for The CookQueen, LLC, Soulfull Seafood, Roots Fruits, N Herbs. Mr. Cisneros will be paid an hourly fee of $600 for his services as Subchapter V trustee while the trustee administrator will be compensated at $200 per hour. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Mr. Cisneros declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Arturo Cisneros 3403 Tenth Street, Suite 714 Riverside, CA 92501 Phone: (951) 682-9705/(951) 682-9707 Email: Arturo@mclaw.org About The CookQueen The CookQueen, LLC, Soulfull Seafood, Roots Fruits, N Herbs sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-13027) on November 22, 2024, with $1 million to $10 million in assets and liabilities. Judge Theodor Albert presides over the case. Damian Nissiri, Esq., at Cannabis Law Group is the Debtor's bankruptcy counsel. COUSIN ENTERPRISES: Can Use Cash Collateral Thru Jan. 6 -------------------------------------------------------- Cousin Enterprises, LLC, received fourth interim court approval to use the cash collateral of New Silver Lending, LLC. The interim order penned by Judge Nicholas Whittenburg of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized the company to use NSL's cash collateral in accordance with a court-approved budget. Any disbursements for expenses must not exceed 125% of the amount set forth in the budget, according to the interim order. NSL has a lien on nearly all of the company's assets, including its real property in Bell Buckle, Tenn. Its lien is adequately protected through the substantial equity cushion in the real property and sufficient insurance coverage on its assets. Cousin Enterprises must pay NSL $3,000 per month, beginning on December 15, 2024, and continuing on the 15th of each month thereafter until confirmation of the Chapter 11 plan. The final hearing is scheduled for January 6, 2025, at 9:30 a.m. CST. About Cousin Enterprises Cousin Enterprises, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-11426) on June 12, 2024. In the petition signed by Randall Scott Cousin, member, the Debtor disclosed up to $1 million in assets and up to $500,000 in liabilities. Judge Nicholas W. Whittenburg oversees the case. W. Thomas Bible, Jr., Esq., at Tom Bible Law, represents the Debtor as bankruptcy counsel. COVERED BRIDGE NEWTOWN: Seeks Bankruptcy Protection in Connecticut ------------------------------------------------------------------ On December 8, 2024, Covered Bridge Newtown LLC filed Chapter 11 protection in the District of Connecticut. According to court filing, the Debtor reports between $50 million and $100 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 3, 2025 at 10:00 AM, TELEPHONIC MEETING. About Covered Bridge Newtown LLC Covered Bridge Newtown LLC is the entity responsible for construction of the buildings at the Rental Complex. The first buildings were completed in 2018. After construction on a parcel is completed, CBN deeds the buildings to CBN I by way of quit claim deed, after which CBN I is the landlord to its tenants. CBN I has a full-time, on-site property manager attending to the needs of tenants and managing the Rental Complex. Covered Bridge Newtown LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ct. Lead Case No. 24-50833) on December 8, 2024. In the petition filed by Anthony O. Lucera, as member, the Debtor reports estimated assets and liabilities between $50 million and $100 million each. Honorable Bankruptcy Judge Julie A. Manning handles the case. The Debtor is represented by: Jeffrey M. Sklarz, Esq. Joanna M. Kornafel, Esq. Michelle A. Antao, Esq. GREEN & SKLARZ, LLC One Audubon St., 3rd Floor New Haven, CT 06511 Tel: (203) 285 -8545 Fax: (203) 823-4546 Email: jsklarz@gs-lawfirm.com jkornafel@gs-lawfirm.com mantao@gs-lawfirm.com CUMULUS MEDIA: XAI Octagon Marks $664,866 Loan at 57% Off --------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $664,866 loan extended to Cumulus Media New Holdings, Inc., Initial to market at $288,219 or 43% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Cumulus Media New Holdings, Inc., Initial (3 M SOFR+ 5%). The loan matures May 2, 2029. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Headquartered in Atlanta, Ga., Cumulus Media New Holdings Inc. is the third largest radio broadcaster in the U.S. with 405 stations in 86 markets, a nationwide network serving more than 9,500 broadcast affiliates, and numerous digital channels. In addition, Cumulus has several digital businesses (including podcasting, streaming, and marketing services), and live events. Cumulus emerged from Chapter 11 bankruptcy protection in June 2018. DCERT BUYER: XAI Octagon Marks $156,627 Loan at 15% Off ------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $156,627 loan extended to DCert Buyer, Inc, First Amendment Refinancing to market at $133,580 or 85% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Secured Second Lien Term Loan to DCert Buyer, Inc, First Amendment Refinancing (1 M SOFR+ 7%). The loan matures on February 19, 2029. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended .The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer; and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 DCert is a CA that enables trusted communications between website servers and terminal devices such as browsers and smartphone applications. Increasingly, applications are expanding to include Internet of Things terminal devices. A CA verifies and authenticates the validity of websites and their hosting entities, and facilitates the encryption of data on the internet. CA services are 100% subscription-based and generally recurring in nature. DELEK US: S&P Alters Outlook to Stable, Affirms 'BB-' ICR --------------------------------------------------------- S&P Global Ratings revised the outlook to stable from positive on Delek US Holdings Inc. (DK). S&P also affirmed its 'BB-' issuer credit rating on the company. At the same time, S&P lowered its issue-level rating on Delek's term loan B to 'BB' from 'BB+', reflecting a decline in recovery expectations to '2' (rounded estimate: 80%). The stable outlook reflects weak refining margins in 2024 with a return to more mid-cycle conditions in 2025 and 2026, leading to consolidated debt to EBITDA of 3.5x-4.0x in 2025 and 2026. S&P said, "The outlook revision reflects our expectation that Delek's leverage will be greater than 6x in 2024 due to weak refining conditions. We currently forecast S&P Global Ratings-adjusted debt to EBITDA of 6.3x in 2024 because of reduced cash flows due to poor refining margins. We forecast a return to mid-cycle conditions in 2025 and 2026, which we expect will result in leverage between 3.5x-4.0x. Refining conditions may remain weak in 2025, which would lead to leverage above our current forecast." For the nine months ending Sept 30, 2024, Delek's benchmark crack spreads were down an average of 29% from the same period last year. The sale of Delek's retail business and drop-down of its interest in Wink-to-Webster pipeline removed stable cash flows from Delek. In October of this year, the company closed on the sale of its retail assets to a subsidiary of Fomento Economico Mexicano, S.A.B. de C.V. (FEMSA) for $385 million. The retail business historically contributed $50 million-$80 million of EBITDA on an annual basis to Delek's cash flows. S&P said, "We view retail cash flows as more stable than refining, and therefore Delek's cash flows will have marginally less stability . During the last quarter, Delek also dropped down their 15.6% interest in Wink-to-Webster pipeline to subsidiary Delek Logistics (DKL). (Given that we consolidate DKL into Delek, this does not impact our view of stability at Delek; however, it does make their stand-alone cash flows more volatile.)" Delek continues work on its sum-of-the-parts (SOTP) strategy. In the third quarter, subsidiary DKL purchased H2O Midstream, which will increase its third party revenues. Additionally, Delek and DKL amended and extended their intercompany agreements. The result is $60 million of annual savings for Delek and loss for DKL in exchange for term extended up to seven years. So far in 2024, DKL has issued around $360 million of equity. As of December 2024, Delek owned approximately 66% of DKL's common units, and we expect the company will continue to look for ways to deconsolidate DKL. S&P said, "As a result, we now consider DKL moderately strategic to Delek, compared to our previous assessment of strategically important. Although we believe DKL's strategic importance to Delek has weakened, there is no ratings impact to DKL." S&P said, "We revised our recovery rating on Delek's term loan B to '2' from '1'. The change is due to the sale of the retail business and Wink-to-Webster pipeline, which previously contributed approximately $360 million of value to Delek in a hypothetical default. As a result, there is less collateral value available to first-lien debt holders in the event of default, and recovery is reduced. Therefore, we lowered our issue-level rating to 'BB' from 'BB+' to reflect this change in recovery. "The stable outlook reflects our expectation of a return to mid-cycle conditions in 2025 and continuing in 2026, resulting in consolidated debt to EBITDA of 3.5x-4.0x. We expect Delek will maintain strong liquidity. "We could take a negative rating action on Delek if we expect debt to EBITDA will be sustained above 4.5x. This could occur if refining conditions remain weak. "We could take a positive rating action if we expect Delek's debt to EBITDA will remain below 3.5x through the refining cycle." DJK ENTERPRISES: Seeks to Extend Plan Exclusivity to Feb. 9, 2025 ----------------------------------------------------------------- DJK Enterprises, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Illinois to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to February 9, 2025 and April 9, 2025, respectively. The Debtor claims that while its case isn't large, it has (as the Court knows) dealt with and continues to deal with several complicated matters. The Debtor explains that its reorganization is proceeding at a pace consistent with the size of the case and the complex and difficult issues confronting the Debtor. The Debtor has sufficient liquidity and is paying its postpetition bills as they come due and has operated at a profit each month it has been in bankruptcy. The Debtor asserts that while it has made progress in the prosecution of its chapter 11 case, it does require additional time to confirm its chapter 11 plan. The Debtor needs additional time to build a consensual plan, which will be the focus of discussions with EAF and all other interested parties. These discussions are progressing, but more time and resources will have to be devoted by the parties in furtherance thereof. The Debtor further asserts that an extension of the Exclusive Periods as requested herein will not prejudice any party in interest, but rather will afford the Debtor an opportunity to achieve and propose a confirmable chapter 11 plan. DJK Enterprises, LLC is represented by: Larry E. Parres, Esq. John J. Hall, Esq. LEWIS RICE LLC 600 Washington Ave., Suite 2500 St. Louis, MO 63101 Telephone: (314) 444-7600 Facsimile: (314) 612-7660 E-Mail: lparres@lewisrice.com jhall@lewisrice.com About DJK Enterprises DJK Enterprises, LLC, operates in the traveler accommodation industry. It conducts business under the names Thelma Keller Convention Center, Holiday Inn Effingham and TK Grille Restaurant. The company is based in Effingham, Ill. DJK sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ill. Case No. 24-60126) on August 9, 2024, with $10 million to $50 million in both assets and liabilities. Chris Keller, DJK president and member, signed the petition. Judge Laura K. Grandy oversees the case. The Debtor is represented by Larry E. Parres, Esq., at Lewis Rice, LLC. DORMIFY INC: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Dormify Inc. The committee members are: 1. New Sega Home Textiles North America, Inc. Attn: Guyer McCracken 138 Main Street, Suite 302 East Rockaway, NY 11518 Phone: 513-289-7566 Email: guyer.mccracken@newsegahome.com 2. Simply Sisters Greek Attn: Janet Coen 3430 FM 2446 Franklin, TX 77856 Phone: 254-760-3665 Email: janet@simplysistersgreek.com 3. Jonathan Y Designs Inc. Attn: Adam Sayer 185 Madison Avenue, 17th Floor ' New York, NY 10016 Email: adam.sayer@jonathany.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Dormify Inc. Dormify, Inc. filed Chapter 11 petition (Bankr. D. Del. Case No. 24-12634) on November 18, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Thomas M. Horan oversees the case. Goldstein & McClintock, LLLP is the Debtor's legal counsel. DR. POWER: Gets Interim OK to Use Cash Collateral ------------------------------------------------- Dr. Power Washers, Inc. received interim approval from the U.S. Bankruptcy Court for the Eastern District of Texas, Tyler Division, to use cash collateral. The company requires the use of cash collateral, which consists of cash generated from its Power Washers operations to fund payroll, purchase supplies, materials, and other general operational needs. The U.S. Small Business Administration, CT Corporation System as representative, Corporate Service Company, as representative of Mulligan Funding, LLC, assert an interest in the company's cash collateral. About Dr. Power Washers Dr. Power Washers, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60627) on October 14, 2024, listing under $1 million in both assets and liabilities. Judge Joshua P. Searcy oversees the case. Gordon Mosley, Esq. represents the Debtor as legal counsel. EAGLE VIEW: XAI Octagon Marks $198,167 Loan at 25% Off ------------------------------------------------------ XAI Octagon Floating Rate & Alternative Income Trust has marked its $198,167 loan extended to EagleView Technology Corp., TL to market at $148,626 or 75% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Secured Second Lien Term Loan to EagleView Technology Corp., TL (3 M SOFR+ 7.50%). The loan matures on August 14, 2026. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended .The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer; and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 EagleView Technology Corporation designs and develops enterprise software solutions. The Company offers software for property measurement, estimation, imaging, deployment, analysis, and integration. EagleView Technology serves government, construction, insurance, and solar industries in the United States, India, and Australia. EEGEE'S LLC: Court Approves Use of Cash Collateral, $4.5MM DIP Loan ------------------------------------------------------------------- Eegee's, LLC received interim approval from the U.S. Bankruptcy Court for the District of Arizona to obtain financing from a consortium of lenders, agented by Gladstone Capital Corporation, to get through bankruptcy. The order, signed by Judge Brenda Martin, approved the debtor-in-possession financing, which consists of a new money revolving credit facility in an aggregate principal amount of up to $4.5 million, of which $750,000 will be made immediately available to the company. It also approved the company's use of cash collateral on an interim basis. All DIP Obligations will be due and payable in full in cash unless otherwise agreed to by the DIP Lender in writing on the earliest: (i) the date that is 90 days after the Petition Date; (ii) consummation of the 363 Sale; (iii) the date of termination of the DIP Facility and the acceleration of any outstanding DIP Loans; and (iv) any Event of Default that has not been cured or waived within three business days. Eegee is required to comply with these milestones: (a) Not later than 10 calendar days following the Petition Date, the Borrower must have filed the Sale Motion; (b) Not later than 25 calendar days following the Petition Date, the Borrower must have obtained entry of the Sale Procedures Order; (c) Not later than 60 calendar days following the Petition Date, the Borrower must have received all "Qualified Bids" (as such term is defined in the Sale Procedures Order) for the purchase of substantially all of the Borrower's assets; (d) Not later than 75 calendar days after the Petition Date, the Court must, subject to the Court's availability, have entered the Sale Order approving the 363 Sale; and (e) Not later than 90 calendar business days following the Petition Date, the 363 Sale must have been consummated. The company's operations have been impacted by a significant drop in sales, rising food and labor costs, continued staffing challenges, and changes in consumer preferences. The company took out a loan of $17 million from Gladstone Capital with a revolving credit facility of $1 million and a delayed draw term loan of $7.5 million. It defaulted on the loan by failing to meet the leverage ratio and liquidity covenants. The Prepetition Lender took control of the company's board and operations. The current outstanding debt is approximately $23 million, including interest, fees, and expenses. Eegee has unsecured debt in the aggregate amount of approximately $3 million as of the Petition Date. The company proposes to provide the Prepetition Lender with a variety of adequate protection to compensate them for any postpetition diminution in value of their collateral, including cash collateral, resulting from the use, sale, or lease of sch collateral by the company and the imposition of the automatic stay. The next hearing is set for Jan. 8, 2025. About Eegee's, LLC Eegee's, LLC owns and operates a fast food restaurant. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-10470) on December 6, 2024. In the petition signed by Christopher Westcott , CEO, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Brenda K Martin oversees the case. Patrick Keery, Esq., at KEERY MCCUE, PLLC, represents the Debtor as legal counsel. EL DORADO SENIOR: Lisa Holder Appointed as Chapter 11 Trustee ------------------------------------------------------------- Tracy Hope Davis, the U.S. Trustee for Region 17, appointed Lisa Holder, a practicing attorney in Bakersfield, Calif., as Chapter 11 trustee for El Dorado Senior Care, LLC. Ms. Holder was previously appointed as Subchapter V trustee for the company. On Aug. 28, creditor Gina McDonald filed an objection to the company's elections to be treated as Subchapter V debtor. The court entered an order sustaining the objections. At the status conferences on Nov. 5, the court made findings of fact and conclusions of law on the record finding inter alia, that "cause" for appointment of a Chapter 11 trustee existed for the company's case. On Nov. 12, the court ordered the U.S. trustee to appoint a Chapter 11 trustee in the company's bankruptcy case. The Chapter 11 trustee can be reached at: Lisa Holder, Esq. 2601 Kilcarey Court Bakersfield, CA 93306 Phone: (661) 205-2385 Email: lholder@lnhpc.com About El Dorado Senior Care El Dorado Senior Care, LLC, a company in El Dorado Hills, Calif., owns and operates community care facilities for the elderly. El Dorado filed voluntary petition for Chapter 11 protection (Bankr. E.D. Calif. Case No. 24-22208) on May 21, 2024, with $3,420,371 in assets and $3,127,562 in liabilities. Benjamin L. Foulk, owner and manager, signed the petition. Judge Fredrick E. Clement oversees the case. D. Edward Hays, Esq., at Marshack Hays Wood, LLP, serves as the Debtor's legal counsel. Blanca Castro has been appointed as patient care ombudsman in the Debtor's Chapter 11 case. ELECTRICAL CONNECTIONS: Seeks Cash Collateral Access ---------------------------------------------------- Electrical Connections Inc. asked the U.S. Bankruptcy Court for the District of Wyoming for authority to use cash collateral and provide adequate protection. The company requires the use of cash collateral to pay its bills in the ordinary course of business. These uses include payments to contractors for day-to-day operations, office rent, purchase of inventory and other customary expenses. Commerce Bank, Libertas Funding, LLC, Fuji Funding LLC and ODK Capital LLC assert an interest in the company's cash collateral. As adequate protection for any interest in cash collateral used by the company, ordinary business creditors would be granted an interest in the company's post-petition cash receivables, equipment and depository accounts, solely to the extent that (i) the company diminishes such cash collateral and (ii) the interest of the ordinary business creditors is perfected on the petition date; and in no event to exceed the type, kind, priority and amount, if any, which existed on the petition date. About Electrical Connections Inc. Electrical Connections Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20470) on November 25, 2024, listing $523,754 in assets and $2,737,254 in liabilities. The petition was signed by Darren Casey as authorized representative of the Debtor. Judge Cathleen D. Parker presides over the case. Clark D. Stith, Esq. represents the Debtor as counsel. ELETSON HOLDINGS: Fights w/ Reed Smith Over Chapter 11 Sanctions ---------------------------------------------------------------- Clara Geoghegan of Law360 reports that on December 16, 2024, in New York bankruptcy court, the current and former owners of the reorganized Greek shipping company Eletson Holdings clashed over sanctions sought against Reed Smith LLP, the Chapter 11 counsel for the former Eletson, and other parties involved in a dispute over the execution of its confirmed bankruptcy plan. One attorney compared the ongoing matter to the movie Groundhog Day, the reports states. About Eletson Holdings Eletson Holdings Inc. is a family-owned international shipping company, which touts itself as having a global presence with headquarters in Piraeus, Greece as well as offices in Stamford, Connecticut, and London. At one time, Eletson claimed to own and operate one of the world's largest fleets of medium and long-range product tankers and boasted a fleet consisting of 17 double hull tankers with a combined capacity of 1,366,497 dwt, 5 LPG/NH3 carriers with a combined capacity of 174,730 cbm and 9 LEG carriers with capacity of 108,000 cbm. Eletson Holdings, a Liberian company, is Eletson's ultimate parent company and is the direct parent and owner of 100% of the equity interests in the two other debtors, Eletson Finance (US) LLC, and Agathonissos Finance LLC. Eletson and its two affiliates were subject to involuntary Chapter 7 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 23-10322) filed on March 7, 2023 by creditors Pach Shemen LLC, VR Global Partners, L.P. and Alpine Partners (BVI), L.P. The petitioning creditors are represented by Kyle J. Ortiz, Esq., at Togut, Segal & Segal, LLP. On Sept. 25, 2023, the Chapter 7 cases were converted to Chapter 11 cases. The Honorable John P. Mastando, III is the case judge. Derek J. Baker, Esq., represents the Debtors as bankruptcy counsel. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee tapped Dechert, LLP as its legal counsel. EMERGENT BIOSOLUTIONS: Registers Sale of 3.6M Shares, Warrants -------------------------------------------------------------- Emergent Biosolutions Inc. filed a preliminary prospectus on Form S-1 with the U.S. Securities and Exchange Commission relating to the offer and sale from time to time, by OHA CA Customized Credit Fund, L.P. and its affiliated entities of: (i) up to 3,613,338 shares of the common stock, $0.001 par value per share, of Emergent BioSolutions Inc., which includes 1,113,338 shares of Common Stock that are currently outstanding and up to 2,500,000 shares of Common Stock issuable upon the exercise of the 2,500,000 Warrants, (ii) 1,000,000 warrants to purchase up to 1,000,000 shares of Common Stock at an exercise price of $9.8802 per share and (iii) 1,500,000 warrants to purchase up to 1,500,000 shares of Common Stock at an exercise price of $15.7185 per share. The affiliated entities are OHA Credit Cadenza Fund, L.P., OHA Credit Solutions II Master Fund A SPV, L.P., OHA Enhanced Credit Strategies Master Fund, LP, OHA Falcon Fund, L.P., Future Fund Investment Company No. 2 Pty. Ltd., Indiana Public Retirement System, OHA Centre Street Partnership, L.P., OHA Delaware Customized Credit Fund Holdings, L.P., OHA Dynamic Credit ORCA Fund, L.P., Illinois State Board of Investment, OHA SA Customized Credit Fund, L.P., and OHA Tactical Investment Fund, L.P. The securities referenced above were issued in connection with the Credit Agreement, dated August 30, 2024, by and among the Company, the lenders from time to time party thereto, and OHA Agency LLC, as administrative agent, the Warrant Agreement, dated August 30, 2024, between the Company and Broadridge Corporate Company Solutions LLC, as Warrant Agent, and the Subscription Agreement, dated August 30, 2024, between the Company and the lenders under the Credit Agreement. The Company is registering those securities for sale by the Selling Securityholders to satisfy certain registration rights that we have granted to the Selling Securityholders. It is not selling any securities under this prospectus and will not receive any of the proceeds from the sale of securities by the Selling Securityholders. However, the Company will receive the proceeds of any cash exercise of the Warrants. The Company will pay the expenses incurred in registering the securities covered by the prospectus, including legal and accounting fees. The Selling Securityholders will bear all commissions and discounts, if any, attributable to its respective sales of securities under this prospectus. The Selling Securityholders may sell the securities described in this prospectus in a number of different ways and at varying prices. We provide more information about how a Selling Securityholder may sell its securities in the section titled "Plan of Distribution" on page 8. The Company's Common Stock is listed on the New York Stock Exchange, under the symbol "EBS." On November 29, 2024, the last reported sale price of its common stock on the New York Stock Exchange was $10.12 per share. A full-text copy of the prospectus is available at: https://tinyurl.com/5n84buam About Emergent Biosolutions Headquartered in Gaithersburg, Md., Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate, and naturally occurring public health threats. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing services portfolio. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Senior Secured Credit Facilities. The report stated that substantial doubt exists about the Company's ability to continue as a going concern. As of September 30, 2024, Emergent Biosolutions had $1.5 billion in total assets, $969.4 million in total liabilities, and $508.4 million in total stockholders' equity. EMPIRE LLC: Moody's Affirms 'Caa3' CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings affirmed Empire, LLC's corporate family rating at Caa3 and the Probability of Default Rating at Caa3-PD and appended the PDR with the "/LD" (limited default) designation, changing it to Caa3-PD/LD from Caa3-PD. Moody's also downgraded the existing senior secured bank credit facilities ratings to Ca from Caa3, including its senior secured term loan and the senior secured revolving credit facility. The outlook was changed to stable from negative. Moody's also assigned Caa2 ratings to Empire's new $60 million senior secured revolving credit facility and aggregate new $207.998 million Senior Secured First Out Term Loans (Tranche A and Tranche B) and assigned a Ca rating to Empire's new $426.125 million Senior Secured Second Out Term Loan. Empire has completed a recapitalization which included the conversion of its existing senior secured term loan into the new Senior Secured First Out Term Loans and Senior Secured Second Out Term Loan at a discount. The appending of the PDR with an "/LD" designation follows the completion of the recapitalization transaction. Moody's consider this transaction a limited default given the economic loss to creditors. Moody's will remove the "/LD" designation in three business days. The downgrade of the existing senior secured bank credit facilities ratings reflects its effective subordination and loss of collateral pro forma for the latest transaction. The actions reflect governance considerations, particularly the execution of a distressed exchange and the company's high debt load starting from its leveraged buyout in 2021 which will persist pro forma for the latest transaction with leverage estimated to be over 16.0x for the next 12 months. The outlook change to stable reflects the company's extension of maturities and adequate liquidity. Empire has extended its August 2026 senior secured revolver maturity and almost of all its April 2028 senior secured Term Loan maturity to February 2029 and August 2029, respectively. The company also has new money from existing lenders, allowing for pro forma $45 million - $50 million of balance sheet cash and covenant relief through 1Q' 2027 (allowing for full availability on its new $60 million senior secured revolver). RATINGS RATIONALE Empire's Caa3 CFR credit profile reflects its unsustainably high leverage (estimated at about 17.0x at year-end 2024), weak interest coverage (estimated at about 0.3x at year-end 2024) and its small scale in a highly competitive business environment with large and well capitalized competitors. It also reflects the discretionary nature of the company's products, as well as its high susceptibility to macroeconomic factors. The company has been negatively impacted by soft demand due to a weak discretionary spending environment and a drop in home sale activity which is often the catalyst for floor remodeling. Because of the company's small scale, even small declines in EBITDA can impact credit metrics significantly. Governance is a key rating factor, particularly Empire's financial strategies under private equity ownership which has resulted in a high debt load. Ratings are supported by the market position Empire has established in the highly fragmented direct to consumer floor covering market and its direct-to-consumer asset light business model which makes its cost structure quite flexible. Pro forma for the recent recapitalization transaction, the company has adequate liquidity with cash between $45 million - $50 million and full access to its $60 million senior secured revolving credit facility which provides Empire some runway to navigate a challenging environment until a potential rebound in the housing market. Nonetheless, leverage remains at unsustainable levels and free cash flow is expected to be negative over the next twelve months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if there is a sustained improvement in operating performance which leads to positive free cash flow generation and an improvement in credit metrics, lessening the overall likelihood of default and the expected recovery rate improves. The ratings could be downgraded if the company were to default on its debt or if recovery expectations deteriorate further. Headquartered in Northlake, IL, Empire, LLC is majority-owned by Charlesbank Capital Partners and is a specialty retailer of carpet, hard floor, and window treatments. The company offers shop-at-home sales in the largest metropolitan markets in the US. Revenue is about $770 million for the LTM ended September 30, 2024. The principal methodology used in these ratings was Retail and Apparel published in November 2023. ENCORE CAPITAL: Moody's Affirms 'Ba2' CFR, Outlook Stable --------------------------------------------------------- Moody's Ratings has affirmed Encore Capital Group, Inc.'s Ba2 Corporate Family Rating and its Ba3 backed senior secured debt ratings. The issuer outlook is stable. RATINGS RATIONALE The affirmation of the Ba2 CFR reflects several factors, notably a re-assessment of the applicable operating environment within which Encore operates as a dedicated debt purchaser and debt collector, as well as the company's good performance against the backdrop of the highly cyclical and challenging operating environment. Similar to other debt purchasing and debt collection companies Encore's CFR is constrained by the operating environment score, which Moody's have lowered for all rated debt purchasing companies to B1. Encore's applicable operating environment score was Ba2 previously. The change reflects Moody's view that the sector is highly cyclical, sensitive to the availability of nonperforming loans, and affected by changes in collection patterns through economic cycles. During periods of the credit cycle with high interest rates, access to capital and cost of capital can represent material challenges as the debt purchasing business is capital and technology intensive, while low availability of nonperforming loan supply results in highly competitive pricing, thus significantly affecting the profitability of debt purchasers. At the same time, the affirmation of the Ba2 CFR underscores Encore's robust profitability within the fiercely competitive debt purchasing sector. The company benefits from moderate leverage and strong liquidity, highlighted by ample availability under its Revolving Credit Facility (RCF) and staggered debt maturities without substantial near-term debt maturities. Encore consistently addresses its refinancing needs well in advance, demonstrating a proactive financial management approach. Particularly, Encore's strategic focus across the Atlantic bolsters its financial flexibility, enabling it to effectively capitalise on opportunities in nonperforming loan portfolio purchases as well as in tapping debt capital markets in both the USA and European markets. This strategy reinforces Moody's view of Encore's earnings and liquidity profile as relatively more resilient. The Ba3 ratings of Encore's backed senior secured notes reflects their priorities of claims and asset coverage in the company's current liability structure. OUTLOOK The stable outlook reflects Moody's expectations that Encore will continue to demonstrate solid profitability with good interest coverage and moderate leverage, as well as strong liquidity and well-laddered debt maturity profile, consistent with the credit metrics of the Ba2 CFR. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Encore's CFR could be upgraded if the company: 1) continues to demonstrate strong financial performance, with consistently solid profitability and cash flows as well as improved capitalization; and 2) diversifies its geographical mix, which would reduce its exposure to the regulatory risk in a given region. The backed senior secured debt ratings could be upgraded if Encore's CFR is upgraded or there are changes in the liability structure that would decrease the amount of debt considered senior to the notes or increase the amount of debt considered junior to the notes. Encore's CFR could be downgraded in case of: 1) meaningful and sustained deterioration in the company's profitability and cash flows; 2) increase in leverage, on a sustained basis, to above 3x, measured as Debt/EBITDA; 3) substantial erosion in capitalisation; or 4) failure to maintain adequate committed revolving borrowing availability, or if liquidity otherwise materially weakens. The backed senior secured debt ratings could be downgraded if Encore's CFR is downgraded. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies published in July 2024. ENDI PLAZA: Files Chapter 11 Bankruptcy Protection in New York -------------------------------------------------------------- On December 9, 2024, Endi Plaza LLC filed Chapter 11 protection in the Southern District of New York. According to court documents, the Debtor reports between $50 million and $100 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 9, 2025 at 1:00 PM at Office of UST (TELECONFERENCE ONLY). About Endi Plaza LLC Endi Plaza LLC owns a mixed used residential apartment and commercial complex located at 2120 London Road, Duluth, Minnesota, known as "Endi Apartments" containing 142 apartments and 13,876 square feet of retail space and relating parking. Endi Plaza LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-23068) on December 9, 2024. In the petition filed by Josh Steiner, as restructuring officer, the Debtor reports estimated assets and liabilities between $50 million and $100 million each. Honorable Bankruptcy Judge Sean H. Lane handles the case. The Debtor is represented by: Kevin Nash,Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave New York, NY 10017-5690 E-mail: knash@gwfglaw.com ENGLOBAL CORP: Investigates Impact of Cybersecurity Incident ------------------------------------------------------------ ENGlobal Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on November 25, 2024, the Company became aware of a cybersecurity incident. The preliminary investigation has revealed that a threat actor illegally accessed the Company's information technology system and encrypted some of its data files. Upon detecting the unauthorized access, the Company immediately took steps to contain, assess and remediate the cybersecurity incident, including beginning an internal investigation, engaging external cybersecurity specialists, and restricting access to its IT system. As a result of these and other measures, and while the investigation and remediation efforts remain ongoing, access to the Company's IT system is limited to essential business operations. The timing of restoration of full access to the Company's IT system remains unclear as of the date of this filing. The Company has not yet determined whether the cybersecurity incident is reasonably likely to materially impact the Company's financial condition or results of operations. About ENGlobal ENGlobal Corporation (NASDAQ: ENG) -- www.englobal.com -- is a provider of innovative, delivered project solutions primarily to the energy industry. ENGlobal operates through two reportable segments: Commercial and Government Services. The Commercial segment provides engineering, design, fabrication, construction management, and integration of automated control systems. The Government Services segment provides engineering, design, installation, operations, and maintenance of various government, public sector, and international facilities, specializing in turnkey automation and instrumentation systems for the U.S. Defense industry. Houston, Texas-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has suffered recurring losses from operations and has utilized significant cash in operations, raising substantial doubt about its ability to continue as a going concern. As of June 29, 2024, ENGlobal had $14.8 million in total assets, $18.8 million in total liabilities, and $3.9 million in total stockholders' deficit. EYECARE PARTNERS: XAI Octagon Marks $858,515 Loan at 29% Off ------------------------------------------------------------ XAI Octagon Floating Rate & Alternative Income Trust has marked its $858,515 loan extended to EyeCare Partners, LLC, Tranche B to market at $609,546 or 71% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to EyeCare Partners, LLC, Tranche B (1 M SOFR+ 4.61%). The loan matures on November 20, 2028. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. EYM PIZZA: Kane Russell Represents Landlords -------------------------------------------- Kyle Woodard of the law firm of Kane Russell Coleman Logan PC ("KRCL") filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of EYM Pizza, L.P. and its Affiliates, the firm represents two landlords (collectively, the "Landlords"). The Landlords' names and mailing addresses are as follows: 1. M&C TOWN CENTER LLC Attn: Michael Braun PO Box 894 Coloma, MI 49038 2. CORE VALPO, LLC and SWM-VALPO, LLC Attn: Adam D. Frisel 10 Parkway N. Blvd., Suite 120 Deerfield, IL 60015 Attn: Austin Weisenbeck One Mid-America Plaza, Suite 200 Oakbrook Terrace, IL 60181 The nature and amount of the Landlords' claims are described as follows: 1. M&C TOWN CENTER LLC is the landlord for EYM Indiana's location at 5350 Franklin Street, Michigan City, IN 46360 (Store ID #32418). Pursuant to the Court's Agreed Order on M&C Town Center LLC's Motion to Compel Payment of Postpetition Rent and Attorneys' Fees and to Compel Assumption or Rejection of Nonresidential Real Property Lease, EYM Indiana rejected M&C's Lease as of November 19, 2024, and M&C holds an allowed administrative expense claim of at least $20,093.12 for unpaid postpetition rent owed under its Lease. M&C filed Proof of Claim No. 9 against EYM Indiana [Case No. 24-41672] as an unsecured claim of $62,007.36 for lease rejection damages under Section 502(b)(6) of the Bankruptcy Code. 2. CORE VALPO, LLC and SWM-VALPO, LLC (together, "Valpo") are the landlord for EYM Indiana's location at 2510 La Porte Avenue, Valparaiso, IN 46383 (Store ID #32417). Valpo asserts an administrative expense claim under Section 503(b) of the Bankruptcy Code for all unpaid postpetition rent under its Lease, as well as an unsecured claim for all prepetition defaults and other amounts to which it is entitled under Section 502(b)(6) of the Bankruptcy Code, including rejection damages in the event EYM Indiana rejects the Lease. The amount of Valpo's claims is yet to be determined. M&C retained KRCL in October 2024, and Valpo retained KRCL in December 2024. The circumstances and the terms and conditions of KRCL's employment by the Landlords is protected by the attorney client privilege and attorney work product doctrine. The law firm can be reached at: Kyle Woodard, Esq. KANE RUSSELL COLEMAN LOGAN PC 901 Main Street, Suite 5200 Dallas, Texas 75202 Tel.: (214) 777-4200 Fax: (214) 777-4299 Email: kwoodard@krcl.com About EYM Pizza LP EYM Pizza LP is a Pizza Hut franchisee. EYM Pizza LP and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41669) on president of EYM Group Inc., the Debtor reports estimated assets under $2.25 million and estimated liabilities more than $21 million. Howard Marc Spector, Esq. at Spector & Cox, PLLC, is the Debtors' counsel. National Franchise Sales is the Debtors' financial advisor for the sale of the assets or businesses of the Debtors. EYM PIZZA: Seeks to Extend Plan Exclusivity to March 4, 2025 ------------------------------------------------------------ EYM Pizza L.P. and affiliated companies asked the U.S. Bankruptcy Court for the Eastern District of Texas to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to March 4, 2025 and May 5, 2025, respectively. The Debtors collectively operate a series of Pizza Hut restaurants in multiple states. The Debtors have engaged a business broker to sell substantially all of their assets pursuant to Section 363 of the Bankruptcy Code. The sale process is expected to take place between December 2024 and January 2025. The Debtors submit that cause exists because they have stabilized their business, have efficiently and successfully managed their estates and are well underway in marketing their assets. They have filed schedules of assets and liabilities and statements of financial affairs, as well as every monthly operating report; kept their lease obligations largely current in their operating entities; obtained the Court's approval for use of cash collateral; and obtained an extension of their assumption/rejection deadline for their outstanding leases. Moreover, having made substantial progress to date, additional, significant work is required before the Debtors can prepare a meaningful disclosure statement, propose a chapter 11 plan of reorganization and emerge from chapter 11. Importantly, the Debtors must see some results of their efforts to market the Debtors' assets in order for the Debtors to provide adequate information regarding expected distributions to creditors in the disclosure statement to be filed by the Debtors. The Debtors explain that the facts and circumstances of this case are more than sufficient to support a finding of cause to extend the exclusivity periods beyond the initial 120-day period so that the Debtors and stakeholders may realize the benefits of the substantial progress made to date. An objective analysis of the relevant factors demonstrates that the Debtors are doing everything that they should be doing as chapter 11 debtors to facilitate a successful conclusion to these chapter 11 cases. Counsel to the Debtors: Howard Marc Spector, Esq. Sarah M. Cox, Esq. SPECTOR & COX, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (214) 365-5377 Facsimile: (214) 237-3380 Email: hspector@spectorcox.com sarah@spectorcox.com About EYM Pizza LP EYM Pizza LP is a Pizza Hut franchisee. EYM Pizza LP and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41669) on president of EYM Group Inc., the Debtor reports estimated assets under $2.25 million and estimated liabilities more than $21 million. Howard Marc Spector, Esq. at Spector & Cox, PLLC, is the Debtors' counsel. National Franchise Sales is the Debtors' financial advisor for the sale of the assets or businesses of the Debtors. FCA CONSTRUCTION: Can Use Cash Collateral Thru Jan. 28 ------------------------------------------------------ FCA Construction, LLC, received seventh 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. A copy of the Debtor's budget is available at https://shorturl.at/wolBF from PacerMonitor.com. To protect SBA's interests, the interim order granted the agency replacement security interests in FCA's post-petition property. Additionally, the debtor must provide the SBA with adequate protection for any use of cash collateral, including a budget and regular financial reports. Payments for legal fees and operational costs are exempted from SBA's claim on the cash collateral. The order also includes a carve-out for the Debtor's professional fees and expenses, which are capped at $55,000.00, and any excess must be approved by the SBA or the court. A continued hearing is schedule for January 28, 2025, at 9:30 a.m. 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. FIRST COAST ROLL OFFS: Court OKs Continued Use of Cash Collateral ----------------------------------------------------------------- First Coast Roll Offs, LLC received fourth interim approval from the U.S. Bankruptcy Court for the Middle District of Florida to use the cash collateral of the U.S. Small Business Administration. The fourth interim order authorized the company to use SBA's cash collateral to fund operations and pay necessary expenses but not pre-bankruptcy debts or insider payments without further court approval. First Coast Roll Offs owes approximately $802,000 to SBA, which asserts interests in certain assets of the company. As adequate protection, SBA will be granted a replacement lien on cash, receivables, and post-petition assets and will receive a monthly payment of $3,500. All other secured lenders will receive no adequate protection at this time. The fourth interim order is without prejudice to a later finding that such lenders may be secured by certain assets of the company. The final hearing is scheduled for Jan. 27, 2025. About First Coast Roll Offs First Coast Roll Offs, LLC is a waste management company based in St. Augustine, Fla., specializing in providing roll-off dumpster rental services. First Coast Roll Offs filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02476) on August 19, 2024, with total assets of $1,717,750 and total liabilities of $2,613,527. L. Todd Budgen, Esq., a practicing attorney in Longwood, Fla., serves as Subchapter V trustee. Judge Jacob A. Brown oversees the case. Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler, LLP is the Debtor's bankruptcy counsel. FLORES PEDIATRICS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee for Region 20 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Flores Pediatrics, LLC. About Flores Pediatrics Flores Pediatrics, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-13144) on Nov. 1, 2024, listing under $1 million in both assets and liabilities. Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC serves as the Debtor's counsel. FORUM ENERGY: Moody's Withdraws 'B3' CFR Following Debt Repayment ----------------------------------------------------------------- Moody's Ratings withdrew all of Forum Energy Technologies, Inc.'s ratings, including its B3 Corporate Family Rating, B3-PD Probability of Default Rating, and Caa1 senior secured notes rating. The Speculative Grade Liquidity Rating (SGL) of SGL-4 was also withdrawn. Prior to the withdrawal, the outlook was negative. The withdrawals follow the repayment of its outstanding debt. RATINGS RATIONALE Forum has fully repaid its senior secured notes. All of Forum's ratings have been withdrawn because its rated debt is no longer outstanding. Forum Energy Technologies, Inc. (Forum), headquartered in Houston, Texas is a publicly traded company with equipment sales primarily to the oil and gas industry. FRANCHISE GROUP: XAI Octagon Marks $618,499 Loan at 36% Off ----------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $618,499 loan extended to Franchise Group, Inc., Initial to market at $393,984 or 64% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Franchise Group, Inc., Initial (6 M SOFR+ 4.75%). The loan matures March 10, 2026. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy's Home Furnishings and Sylvan Learning Systems, Inc. FRANCHISE GROUP: XAI Octagon Marks $618,499 Loan at 36% Off ----------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $618,499 loan extended to Franchise Group, Inc., Third Amendment to market at $393,984 or 64% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Franchise Group, Inc., Third Amendment (6 M SOFR+ 4.75%). The loan matures March 10, 2026. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy’s Home Furnishings and Sylvan Learning Systems, Inc. FREE SPEECH: Court Halts Infowars Sale, Big Law Firms Dodge Suit ---------------------------------------------------------------- Emily Lever of Law360 Bankruptcy Authority reports that a Texas court blocked The Onion's attempt to purchase conspiracy theorist Alex Jones' radio show and dismissed a racketeering lawsuit against Jackson Walker LLP and Kirkland & Ellis LLP, which alleged the firms profited from former bankruptcy Judge David R. Jones' romantic relationship with a member of the bankruptcy bar. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. GALAXY US: XAI Octagon Marks $111,848 Loan at 16% Off ----------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $111,848 loan extended to Galaxy US Opco, Inc., Initial to market at $93,498 or 84% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Galaxy US Opco, Inc., Initial (3 M SOFR+ 4.75%). The loan matures on April 29, 2029. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended .The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Galaxy US Opco Inc., a wholly owned subsidiary of CD&R Galaxy UK Intermediate 3 Limited, operates as a consulting services company. GBG USA: Court Upholds Trustee's $296MM Clawback Claim ------------------------------------------------------ Vince Sullivan of Law360 Bankruptcy Authority reports that a New York bankruptcy judge ruled on December 16, 2024, that a $296 million adversary suit filed by a litigation trust for the benefit of Global Brands Group's creditors can proceed, confirming that the defendants are subject to the court's personal jurisdiction. GBG USA Inc. GBG USA, Inc., is a company incorporated under the laws of Delaware and is an indirect wholly-owned subsidiary of Global Brands Group Holding Limited (SEHK Stock Code: 787). It is primarily engaged in operating the wholesale and direct-to-consumer footwear and apparel business in North America. Global Brands Group Holding Limited is a branded apparel and footwear company. It designs, develops, markets and sells products under a diverse array of owned and licensed brands. The Group's European wholesale business operates under legal entities entirely separate and independent from the wholesale business in North America. It primarily supplies apparel, footwear and accessories to retailers and consumers across Europe under licenses separately entered into by the European entities of the Group. The Group's global brand management business operates on a different business model and is distinctly separate from the wholesale businesses in North America and Europe. GBG USA and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In its petition, GBG listed between $1 billion and $10 billion in both assets and liabilities. The cases are handled by Judge Michael E. Wiles. The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel, Ankura Consulting Group LLC as financial advisor, and Ducera Partners LLC as investment banker. Alan M. Jacobs, president of AMJ Advisors LLC, serves as the Debtor's chief strategy officer. Prime Clerk, LLC is the claims and noticing agent and administrative advisor. Moses & Singer, LLP serves as legal counsel to the first lien admin agent, first lien collateral agent and second lien collateral agent. The pre-bankruptcy first lien lenders are represented by Linklaters, LLP while ReStore Capital, LLC, as DIP administrative and collateral agent, is represented by Dechert LLP. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Aug. 16, 2021. Stroock & Stroock & Lavan, LLP and FTI Consulting, Inc. serve as the committee's legal counsel and financial advisor, respectively. Prime Clerk, LLC is the committee's information agent. GMT 3435 REALTY: Files Chapter 11 Bankruptcy in S.D.N.Y. -------------------------------------------------------- On December 8, 2024, GMT 3435 Realty LLC filed Chapter 11 protection in the Southern District of New York. According to court filing, 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 9, 2025 at 12:30 AM at Office of UST (TELECONFERENCE ONLY). About GMT 3435 Realty LLC GMT 3435 Realty LLC is primarily engaged in renting and leasing real estate properties. GMT 3435 Realty LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-36191) on December 8, 2024. In the petition filed by George Gojcaj, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Anne Penachio, Esq. PENACHIO MALARA LLP 245 Main Street Suite 450 White Plains, NY 10601 Tel: (914) 946-2889 Email: anne@pmlawllp.com GREENWAVE TECHNOLOGY: Secures Key Real Estate, Saves $1.7M Annually ------------------------------------------------------------------- Greenwave Technology Solutions, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a Contract of Sale with DWM Properties LLC, KPAJ, LLC and Oceana Salvage Properties, L.L.C., in each case, an entity affiliated with Danny Meeks, the Company's Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises held by the Sellers for an aggregate purchase price of $15,000,000, to be allocated among the seven parcels comprising the Premises and the Licenses and Permits, as more fully described in the Contract of Sale. The transaction closed on December 2, 2024. The purchase price is payable by: (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value $0.001 per share, to the Sellers at an aggregate valuation of $3,300,084. (ii) the issuance of a promissory note payable to DWM in the aggregate principal amount of $11,699,916. The DWM Note bears interest at a rate of 10% per annum, and is payable in equal installments of $2,983,308.97 on each of December 31, 2024, January 31, 2025, February 28, 2025 and March 31, 2025; provided, that if payment on a Payment Date would cause the Company's cash balance to be less than $3,000,000, then such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company shall make all payments owed under the DWM Note within 12 months from the date of issuance. In addition, if the Company exercises a 30 day extension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request to confirm the Company's cash balance. Key highlights of the strategic initiative include: * Norfolk, VA Facility: Positioned near the largest U.S. Naval Base, Greenwave's Norfolk facility benefits from a steady influx of prime scrap metal and holds one of the only Virginia Department of Motor Vehicles automotive recycler/demolisher licenses in the city. * Virginia Beach, VA Facility: Greenwave operates the sole metal recycling facility in the state's largest city, Virginia Beach, strategically located near NAS Oceana and the region's thriving industrial core. * Portsmouth, VA Facility: A cost-effective hub for domestic and international shipments due to its proximity to the Port of Virginia, the Company's license for its Portsmouth facility is shielded by grandfathered regulations. About Greenwave Headquartered in Chesapeake, Va., Greenwave Technology Solutions, Inc. -- https://www.greenwavetechnologysolutions.com/ -- is an operator of 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The Company's recycling facilities collect, classify, and process raw scrap metal (ferrous and nonferrous). The Company provides metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers, and government organizations. New York, N.Y.-based RBSM LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has net loss, has generated negative cash flows from operating activities, has an accumulated deficit and has stated that substantial doubt exists about the Company's ability to continue as a going concern. As of Sept. 30, 2024, Greenwave had $69.57 million in total assets, $18.30 million in total liabilities, and $51.27 million in total stockholders' equity. GRITSTONE BIO: Disposes of Assets to Hercules, Others for $26MM --------------------------------------------------------------- Dorothy Ma of Bloomberg Law reports that Gritstone Bio Inc., a vaccine manufacturer, has finalized auctions that could result in asset sales totaling approximately $26 million, according to a notice issued Friday, December 13, 2024. Hercules Capital Inc. successfully acquired the company's machinery and equipment with a $3 million credit bid. Future Solutions Investments LLC secured certain intellectual property through a $1.5 million credit bid, pending confirmation in a separate order to be filed by the debtor, the report states. Seattle Project Corp. won the remaining assets, including dozens of designated patents, with a bid of $21.25 million, as stated in the notice. About Gritstone bio Inc. Gritstone bio is developing next-generation vaccines for cancer and infectious disease. Gritstone's approach seeks to generate potent and durable immune responses by leveraging insights into the immune system's ability to recognize and destroy diseased ells by targeting select antigens. Gritstone bio Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12305) on October 10, 2024. In the petition filed by Celia Economides, chief financial officer, the Debtor reports total assets as of August 31, 2024 amounting to $124,885,479 and total debts as of August 31, 2024 amounting to $40,000,000. The Honorable Bankruptcy Judge Karen B. Owens handles the case. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel; Pricewaterhousecoopers LLP as financial advisor; and Raymond James & Associates, Inc., as investment banker. Fenwick & West LLP is the corporate counsel. The U.S. Trustee appointed an official committee of unsecured creditors appointed in this Chapter 11 case. The committee tapped ArentFox Schiff LLP as counsel, Potter Anderson & Corroon LLP as Delaware counsel, and FTI Consulting, Inc. as financial advisor. GROUPE SOLMAX: Moody's Cuts CFR to 'B3' & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings downgraded Groupe Solmax Inc's corporate family rating to B3 from B2 and probability of default rating to B3-PD from B2-PD. Moody's also downgraded Solmax's ratings on the senior secured first lien bank credit facilities, which includes the revolving credit facility and first lien term loan to B3 from B2. The outlook was changed to stable from negative. "The downgrade reflects the company's weak operating performance in 2024 with Moody's forecasted revenue and EBITDA to decrease by around 10% and 22%, respectively, leading to credit metrics that will be weak," said Will Gu, Analyst at Moody's Ratings. RATINGS RATIONALE The rating action reflects the company's high adjusted gross leverage of about 7.2x for the last 12 months ending September 2024 and Moody's expectation that it would be difficult for this ratio to reduce to a level commensurate with the previous B2 rating over the next 12-18 months. This comes at a time when Solmax is facing increased competition across key regions which is adversely impacting volume sales. Furthermore, its operations in China and South East Asia are facing a deceleration in construction and infrastructure investment, along with a shift toward using local suppliers within the environmental infrastructure segment. While Moody's expect stable operating margins for the near future, the above headwinds are likely to continue to put pressure on volumes and constrain Solmax's ability to deliver on its growth plans and deleverage to more comfortable levels in the near term. Moody's note that Solmax has taken a number of steps to improve the situation including recently appointing a new CEO with extensive turnaround experience as well as engaging external consultants to help navigate through challenges, a process that will need time to implement and take effect. Solmax's rating is constrained by its: (1) elevated debt to EBITDA at 7.2x and weak EBITA to interest expense at 0.7x as of last twelve months to September 30, 2024 (LTM Q3 2024) that Moody's expect will remain around these levels in 2025; (2) product concentration in the niche geosynthetic market which is exposed to cyclical public and private infrastructure and construction spending; (3) relatively small scale with revenue of close to $900 million; and (4) a more difficult operating environment in their end markets of Asia and AMER due to heightened competition. While Solmax is exposed to variability in the prices of raw materials (resin), it is largely mitigated by pass-through pricing for its products. The company's rating benefits from: (1) leading market position in a competitive and highly fragmented industry; (2) a diversified business model through multiple geosynthetic product types with good geographical diversification; (3) exposure to numerous end markets including infrastructure, waste management, mining and construction that helps offset their inherent cyclicality; and (4) a diverse customer base with the top 10 customers making up less than 25% of revenue. Solmax has adequate liquidity through Dec 2025, with sources approximating $100 million against uses of about $7 million of mandatory payments payable under the amortizing term loan and Moody's expectation of around $5 million free cash flow consumption for the next 12 months to Dec 2025. Solmax's liquidity is supported by cash of about $33 million as of September 2024 and $67 million available under its $100 million revolver expiring 2026. Solmax needs to comply with a first lien net leverage ratio of less than 7.5x when revolver drawings exceed 35%, Moody's do not expect the covenant to be applicable in the next four quarters. Solmax has a moderate ability to generate liquidity from asset sales as most of its assets are encumbered. The company has no refinancing risk until 2026 when its revolving credit facility expires. Moody's expect the revolver to be extended prior to coming current. The first-lien pari passu term loan and revolving credit facility are rated B3, the same as the CFR, because they make up the preponderance of the debt in the capital structure. The stable outlook reflects Moody's expectation that Solmax maintains adequate liquidity and generates stable EBITDA maintaining leverage around 7x while the company works on improving operations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if debt to EBITDA is sustained below 6x, free cash flow to debt is maintained above 3%, EBITA to interest expense improves to above 1.5x and Solmax maintains good liquidity. The ratings could be downgraded if Solmax's liquidity weakens, FCF substantially declines further negative, debt to EBITDA is sustained above 8x, or if EBITA to interest expense falls below 0.5x. Groupe Solmax Inc. is a manufacturer of geosynthetic products that are large sheets of plastics that provide containment solutions to the waste management, water management, mining, oil & gas, road infrastructure, pipeline, and construction industries. The company is privately owned by Fonds de Solidarité des Travailleurs Du Québec, CDP Investissements Inc. (wholly owned by Caisse de dépôt et placement du Québec), and indirectly the founder, with all three having equal ownership. The company's head office is in Varennes, Quebec, Canada. The principal methodology used in these ratings was Manufacturing published in September 2021. HARVEY LANDHOLDINGS: Seeks Cash Collateral Access ------------------------------------------------- Harvey Landholdings, L.L.C. asked the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral and provide adequate protection. The company requires the use of cash collateral to pay operating expenses including insurance and taxes. The U.S. Small Business Administration (GA Mountains Regional Economic Development Corporation and Small Business Access Partners, Inc.), and the Synovus Bank may assert a security interest in the company's cash collateral. Synovus asserts a first priority lien upon the company's assets. The company does not know the amount of outstanding indebtedness these Deeds secure, but the company has estimated the total outstanding indebtedness of approximately $503,423. The SBA asserts a junior lien upon Harvey's assets as described in the UCC Initial Filing Number 0602008-04317 dated April 22, 2008, securing an asserted outstanding indebtedness of approximately $113,458. A hearing on the matter is set for January 7, 2025 at 10:20 a.m. The Debtor projects $10,000 in revenue and $9,667 in total operating expenses for one month. About Harvey Landholdings Harvey Landholdings LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-60343) on Sept. 30, 2024, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Donald K. Harvey as manager. Judge Jeffery W. Cavender oversees the case. The Debtor is represented by Leslie Pineyro, Esq., at Jones & Walden, LLC. HAYFIELD, MN: Moody's Upgrades Issuer & GOULT Ratings to Ba2 ------------------------------------------------------------ Moody's Ratings has upgraded the City of Hayfield, MN's issuer and outstanding general obligation unlimited tax (GOULT) ratings to Ba2 from Ba3. As of December 31, 2023, the city had about $4 million in debt outstanding. The upgrade to Ba2 is driven by improved credit fundamentals at the component unit healthcare facility, including increased liquidity and declining leverage, as well as maintenance of adequate reserves at the general government. RATINGS RATIONALE The Ba2 issuer rating reflects competitive enterprise risk associated with a comparatively large component unity healthcare facility, compounded by the small scale of reserves at the city. The care center is roughly three times the size of the general government. The city has not provided any operating support to the center in at least the past five years. Hayfield has solid resident incomes and full value per capita, at 98% of the nation and $85,000, respectively. The financial position is stable, with fund balance consistently above 20%, though reserves are nominally limited at just over $500,000. The long-term liability ratio of 200% is solidly below Ba-and-below medians. The Ba2 GOULT rating is at the same level as the issuer rating, given the city's full faith and credit pledge and authority to levy unlimited ad valorem property taxes. RATING OUTLOOK Moody's do not assign outlooks to local governments with this amount of debt outstanding. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Substantial reduction in competitive enterprise risk associated with care center component unit -- Significant diversification and expansion in the economic base -- Growth in the scale of operations at the city, with corresponding growth in reserves FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Sustained negative financial performance at the care center component unit -- Cash approaching 30% -- Leverage approaching 350% LEGAL SECURITY The city's GOULT bonds are backed by its full faith and credit and pledge to levy unlimited ad valorem property taxes. PROFILE Hayfield is located in Dodge County in southeast Minnesota, roughly 30 miles southwest of Rochester. The city provides public safety, public works, economic development, recreation, water, sewer, and other municipal services to about 1,400 residents. METHODOLOGY The principal methodology used in these ratings was US Cities and Counties published in July 2024. HEALTHCARE HOLDINGS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Healthcare Holdings of Florida, LLC, according to court dockets. About Healthcare Holdings of Florida Healthcare Holdings of Florida LLC and affiliates constitute a business enterprise that collectively provide a full suite of home care services, including custodial care, skilled care, and senior placement services, particularly for senior patients in the State of Florida. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21355-SMG) on October 30, 2024. In the petition signed by Gary R. Loffredo, chief executive officer and manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Scott M. Grossman oversees the case. Joseph A. Pack, Esq., at Pack Law, represents the Debtor as legal counsel. HEALTHY SPOT: Files Chapter 11 Bankruptcy in California ------------------------------------------------------- On December 10, 2024, Healthy Spot Operating LLC filed Chapter 11 protection in the Central District of California. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. About Healthy Spot Operating LLC Healthy Spot Operating LLC is a pet care retail company that offers dog grooming, dog daycare, and community experiences. Healthy Spot Operating LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-20065) on December 10, 2024. In the petition filed by Mark Boonnark, as CEO, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Debtor is represented by: David L. Neale, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Ave. Los Angeles, CA 90034 Tel: (310) 229-1234 E-mail: dln@lnbyg.com HEAVENLY SCENT: Court OKs Use of Cash Collateral Until Jan. 9 ------------------------------------------------------------- Heavenly Scent Commercial Cleaning, Inc., received approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to use its secured creditors' cash collateral. The court authorized Heavenly Scent to continue using cash collateral, particularly funds tied to accounts receivable, until Jan. 9, 2025, marking the fifth extension since the company's Chapter 11 filing in August. Heavenly Scent said the use of cash collateral is critical for maintaining its operations such as paying for rent, fuel, utilities, and labor, while it works toward reorganization. Secured creditors hold varying liens on the company's assets, with Newtek Bank having the first-priority lien stemming from a Small Business Administration loan. Other creditors including Funding Metrics, LLC, Ameris Bank, and The Fundworks, LLC also have secured claims. These creditors consented to the company's use of cash collateral, subject to specific terms. The court set conditions for the use of cash collateral, including providing creditors with replacement liens and payment of $4,200 to Ameris Bank. The budget attached to the order shows the Debtor's projected expenses for the period from December 9, 2024, to January 9, 2025, which is $187,586.23. About Heavenly Scent Commercial Cleaning Heavenly Scent Commercial Cleaning, Inc. is a Wilmington-based company offering janitorial cleaning services. It conducts business under the name Sasquatch Manor, Inc. Heavenly Scent filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-02669) on August 9, 2024, with $759,141 in assets and $1,614,261 in liabilities. George Mason Oliver serves as Subchapter V trustee. Judge Pamela W. McAfee presides over the case. David J. Haidt, Esq., at Ayers & Haidt, PA represents the Debtor as legal counsel. HOMESTEADER FIRST: Gets Interim OK to Use Cash Collateral --------------------------------------------------------- The Homesteader, First Coast Edition, Inc. received second interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division to use its secured creditors' cash collateral. The cash collateral that the company intends to use include cash on hand, cash deposit, and accounts receivable. PNC Bank, N.A, Quickbridge Funding, Kinoca Minolta Business Solutions, and OnPoint Capital, LLC may have valid pre-bankruptcy interest in the cash collateral. The interim order signed by Judge Jason Burgess authorized the company to use the cash collateral for U.S. Trustee fees and other payments expressly approved by the bankruptcy court, and expenses set forth in its budget. Each creditor with a security interest in cash collateral will have a perfected post-petition lien on the cash collateral to the same extent and with the same validity and priority as its pre-bankruptcy lien, according to the interim order. The next hearing is scheduled for Jan. 29. About The Homesteader, First Coast Edition The Homesteader, First Coast Edition Inc., doing business as More Than Ink Printing, is a commercial printing company in Jacksonville, Fla. The Homesteader sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03249) on October 25, 2024, with $1 million to $10 million in both assets and liabilities. Aaron Canaday, vice-president, signed the petition. Judge Jason A. Burgess handles the case. The Debtor is represented by William B McDaniel, Esq., at Lansing Roy, PA. HONOLULU SPINE: Gets Interim OK to Use Cash Collateral ------------------------------------------------------ Honolulu Spine, LLC received interim approval from the U.S. Bankruptcy Court for the District of Hawaii to use cash collateral. The company requires the use of cash collateral to pay operating expenses including taxes, insurance, vendor and supplier services. As of the petition date, the company was holding approximately $200,000 in cash. Central Pacific Bank has extended a line of credit to Honolulu Spine in an amount up to $1 million. The current outstanding balance on the line is approximately $1 million. Monthly interest payments are approximately $6,544. The next hearing is set for Jan. 13, 2025. About Honolulu Spine LLC Honolulu Spine, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 24-01110) on December 6, 2024. In the petition signed by Louis DiMartini, authorized signatory, the Debtor disclosed up to $10 million in both assets and liabilities. Chuck C. Choi, Esq., at Choi & Ito, represents the Debtor as legal counsel. IDEAL PROPERTY: Camano Island Property Sale to Simpson Family OK'd ------------------------------------------------------------------ Ideal Property Investments LLC received the green light from the U.S. Bankruptcy Court for the Eastern District of Washington, to sell its Property, free and clear of all liens, claims, interests, and encumbrances. The Debtor's Property is located at the 3200 Shoreline Drive, Camano Island, Washington 98282. The Debtor wanted to sell Camano Island Property to Simpson Family Trust and sought authority to use and disburse the proceeds of the sales of the Property. The Debtor has marketed the Camano Island Property and conducted the sale processes in a non-collusive, fair, and good faith manner. Joseph Fanelli of J. Fanelli Properties is authorized to execute the purchase agreement and other documents necessary to complete the transaction contemplated on behalf of the Debtor as its chief restructuring officer. The Court ordered that all liens, claims, interests, and encumbrances that existed prior to the sale closing shall attach to the proceeds of the sale in the order of their priority, with the same validity, force, and effect that existed prior to the sale. The Court also held that the Debtor shall initiate an adversary proceeding for the avoidance of the deed of trust recorded against the Property by NBC Mergeco Inc. and pay the amount of its claim secured by the Property. About Ideal Property Investments LLC Ideal Property Investments, LLC is primarily engaged in renting and leasing real estate properties. The company is based in Everett, Wash. Ideal Property Investments filed Chapter 11 petition (Bankr. E.D. Wash. Case No. 24-01421) on September 5, 2024, with $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Frederick P. Corbit oversees the case. Laurie Thornton, Esq., at DBS Law is the Debtor's bankruptcy counsel. INCORA: Bankruptcy Plan Progresses Following Opt-Out Approval ------------------------------------------------------------- Ben Zigterman of Law360 Bankruptcy Authority reports that on December 16, 2024, a Texas bankruptcy judge approved the opt-out mechanism for third-party releases in the Chapter 11 plan of aircraft parts supplier Incora, dismissing an objection from the U.S. Trustee's Office. 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. INGENOVIS HEALTH: XAI Octagon Marks $1.1MM Loan at 17% Off ---------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $1,132,136 loan extended to Ingenovis Health, Inc., Initialto market at $936,843 or 83% of the outstanding amount, as of September 30, 2024, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Ingenovis Health, Inc., Initial (1 M SOFR+ 4.25%). The loan matures on February 19, 2028. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Ingenovis Health is an Ohio based temporary healthcare staffing agency providing nurses on assignments to hospitals and medical centers, including both traditional and fast response staffing, across the US. The company also supplies nurses during strikes and provides interventional cardiologists for rural and remote hospitals. Ingenovis is majority owned by Cornell and Trilantic Capital Partners (the Investor Group). INTRUM AB: Reaches Accord with Holdout Creditors ------------------------------------------------ Dorothy Ma and Jonathan Randles of Bloomberg News report that Intrum AB has reached an agreement with a group of noteholders, addressing a key challenge in its restructuring efforts in U.S. bankruptcy court. Andrew M. Leblanc, an attorney for the company, stated during a hearing in Texas on Monday, December 16, 2024, that the agreement was finalized ahead of the court session, the report relates. However, it is still subject to approval from other involved parties, a process that is currently underway, the report adds. About Intrum AB Intrum AB is a provider of credit management services with a presence in 20 markets in Europe. By helping companies to get paid and supporting people with their late payments, Intrum leads the way to a sound economy and plays a critical role in society at large. Intrum has circa 10,000 dedicated professionals who serve around 80,000 companies across Europe. In 2023, income amounted to SEK 20.0 billion. Intrum is headquartered in Stockholm, Sweden and publicly listed on the Nasdaq Stockholm exchange. On the Web: http://www.intrum.com/ On November 15, 2024, Intrum AB and U.S. affiliate Intrum AB of Texas LLC each filed a voluntary petition for the relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 24-90575) to seek confirmation of their Prepackaged Reorganization Plan. The cases are pending before the Honorable Christopher M. Lopez. Milbank LLP and Porter Hedges LLP are serving as counsel in the U.S. restructuring. Houlihan Lokey is the advisor to Intrum. Kroll Issuer Services Limited is the information agent. Kroll Restructuring Administration is the claims agent. Brunswick Group is also serving as advisers to Intrum. Latham & Watkins LLP and Latham & Watkins (London) LLP, and Advokatfirmaet Schjodt AS, are advising a group of bondholders holding widely across Intrum AB's notes issuances (the "Notes Ad Hoc Group"). PJT Partners (UK) Limited is financial advisor to the noteholder ad hoc group. Weil Gotshal & Manges LLP is representing a group of short-dated bondholders holding primarily 2024- and 2025-maturing notes ("Minority Ad Hoc Group"). Ropes & Gray LLP is representing another minority group of bondholders. Clifford Chance US LLP is counsel to the group that collectively holds 76% of the total commitments under the RCF (the "RCF Steerco Group"). IRECERTIFY LLC: Gets Green Light to Use Cash Collateral ------------------------------------------------------- iRecertify, LLC got the green light from the U.S. Bankruptcy Court for the District of Utah, Central Division, to use cash collateral. The company requires the use of cash collateral for payment of all ongoing operating expenses including future payroll expenses. The order signed by Judge Peggy Hunt authorized the use of cash collateral to pay the items in the budget during the period from Dec. 17 to Jan. 17. The same order denied the company's request, without prejudice, to use cash collateral after Jan. 17 or use it to pay any items not listed in the budget. Bluevine Capital, Inc., Itria Ventures, Ouiby, Inc., and CFG Merchant Solutions assert an interest in the company's cash collateral. On Oct. 7, at the time of filing the petition, the company only had cash collateral assets totaling approximately of $72,769. Therefore creditor Bluevine, who holds the first position secured claim, is first in priority and is secured in the amount of the cash collateral assets the company had as of the date of filing of its petition. The remaining three creditors, Ouiby, CFG and Itria, are unsecured creditors. The next hearing is set for Jan. 17. About IRecertify iRecertify, LLC, doing business as Warehouse B, is a merchant wholesaler of professional and commercial equipment and supplies. IRecertify sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-25156) on Oct. 7, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Brett Kitson, managing member, signed the petition. Judge Peggy Hunt oversees the case. The Debtor is represented by Russell S. Walker, Esq., at Pearson Butler, PLLC. IRIS PARENT: Moody's Affirms 'Caa1' CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings has affirmed Iris Parent Holdco, L.P.'s Caa1 corporate family rating and Caa1-PD probability of default rating. At the same time, Moody's have affirmed Iris Holding, Inc.'s (Iris, a wholly owned operating subsidiary of Iris Parent) B1 backed senior secured ABL revolving credit facility rating, B3 backed senior secured first lien term loan rating, and Caa3 senior unsecured notes rating. The outlook on Iris and Iris Parent is changed to stable from negative. "The change in outlook to stable reflects the reduced uncertainty in the operating environment leading to normalizing volume and margins, which Moody's expect will continue to trend positively", said Mikhil Mahore, Moody's Ratings AVP – Analyst. However, the company's financial leverage and interest coverage remain weak and Moody's expect the company will likely not deleverage below 7x in 2025, added Mahore. RATINGS RATIONALE Iris Parent's Caa1 CFR is constrained by: (1) Moody's expectation of very high leverage and weak interest coverage; (2) exposure to cyclical end markets including manufacturing, construction, and retail; (3) presence in a fragmented, competitive landscape with replicable products mitigated by bundling; and (4) heightened financial policy risks under private ownership by Clearlake Capital Group, L.P. (Clearlake). The rating benefits from: (1) good liquidity; (2) a strong position in the North American tape market with a broad product offering including an array of industrial and specialty products and packaging systems; (3) good end-market diversification with a solid position in the e-commerce segment; and (4) a track record of successfully integrating acquisitions and increasing businesses through strategic organic investments. Iris Parent has good liquidity. Sources total about $350 million compared to about $15 million of liquidity consumption. Sources consist of cash on hand of about $127 million at September 2024, about $220 million available under the $250 million revolving credit facility (net of LCs and subject to borrowing base) expiring in June 2027, and Moody's expectation of close to breakeven free cash flow through 2025. Uses include annual mandatory debt amortizations totaling $15 million. The company may utilize the revolver to manage seasonal swings in working capital and potentially fund tuck-in M&A transactions. Moody's expect Iris Parent to remain in compliance to the springing covenants on the revolver. The company has limited sources of alternate liquidity since its assets are encumbered by the secured credit facilities; however, there is a permitted reinvestment period of 24 months. The $250 million ABL revolver is rated B1, three notches above the Caa1 CFR, reflecting its priority security in working capital assets. The B3 $1.5 billion senior secured first lien term loan is rated one notch above the CFR, reflecting its first lien status and position behind the ABL. Both secured facilities benefit from loss absorption provided by the company's senior unsecured notes (rated Caa3) and $105 million subordinated holdco PIK notes (not rated) held by Clearlake due March 2029. The Caa3 rating on the $400 million notes (two notches below the CFR) reflects their contractual subordination to the first lien facilities. The stable outlook reflects Moody's expectation that Iris Parent will have sufficient liquidity as financial leverage and interest coverage remain weak over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Iris Parent maintains interest coverage above 1.5x, adjusted debt/EBITDA below 7x and sustains positive free cash flow. The ratings could be downgraded if the company's liquidity weakens or it fails to improve operational and financial metrics. Specifically, Moody's could downgrade the ratings if EBITDA/interest is sustained below 1x, or a likelihood of a restructuring increases, resulting in a default or reduced recovery prospect for creditors. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. Iris Holding, Inc., headquartered in Sarasota, Florida and a wholly owned operating subsidiary of Iris Parent Holdco, L.P., manufactures and sells carton sealing and industrial and specialty tapes, stretch and shrink films, protective packaging, woven coated fabrics, and packaging systems. The company's financials are private and are issued at Iris Parent Holdco, L.P. IRWIN NATURALS: Gets Final OK to Use Cash Collateral ---------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, granted Irwin Naturals and its related debtor entities authorization to use cash collateral on a final basis of East West Bank and CFG Bank. The Debtors are authorized to use cash collateral to pay expenses as set forth in a budget. As adequate protection, the lenders were granted replacement liens on the companies' post-petition assets and a super-priority administrative expense claim. In addition, the lenders will receive monthly interest payments of $155,000 and principal payments of $100,000 on the first business day of each month from the companies during the interim period. As of Aug. 9, the companies owe the lenders $18.7 million under a $40 million credit agreement. The collateral for this loan includes nearly all of the companies' assets, including intellectual property and cash equivalents. About Irwin Naturals Irwin Naturals is a provider of business support services. Irwin Naturals and affiliates, 5310 Holdings, LLC, DAI US HoldCo, Inc. and Irwin Naturals, Inc., filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 24-11323) on August 9, 2024. At the time of the filing, Irwin Naturals reported $10 million to $50 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the cases. The Debtors tapped BG Law, LLP as bankruptcy counsel; Beach, Freeman, Lim & Clelland, LLP as accountant; Province, LLC as financial advisor; and Marula Capital Group, LLC as valuation consultant. Omni Agent Solutions, Inc. is the Debtors' administrative agent. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Golden Goodrich, LLP. JAMES MARITIME: Reports $3.3 Million Net Loss in Fiscal Q3 ---------------------------------------------------------- James Maritime Holdings, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3,269,390 on $989,486 of net sales for the three months ended September 30, 2024, compared to a net loss of $268,373 on $2,382,896 of net sales for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $4,712,641 on $4,025,410 of net sales, compared to a net loss of $2,633,986 on $6,915,105 of net sales for the same period in 2023. As of September 30, 2024, the Company had $2,752,910 in total assets, $3,665,671 in total liabilities, and $912,761 in total stockholders' deficit. The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on related parties for debt based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company's future capital requirements and the adequacy of its available funds will depend on many factors, including the Company's ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings. There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations. The Company said, "We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $82,534 at September 30, 2024." "The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended June 30, 2025, and our current capital structure including equity-based instruments and our obligations and debts." These factors create substantial doubt about the Company's ability to continue as a going concern within the next 12 months. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/3j3yet9e About James Maritime Holdings Sandy, Utah-based James Maritime Holdings, Inc. operates mainly through its subsidiaries, Gladiator and USS. Gladiator specializes in the distribution of personal protective products, largely through mail-in orders and e-commerce channels. On the other hand, USS offers a combination of professional security personnel services, enhanced by smartphone-based security applications, providing a unique blend of traditional and modern security solutions. JDAMLKS FAMILY: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of JDAMLKS Family Limited Partnership, according to court dockets. About JDAMLKS Family Limited Partnership JDAMLKS Family Limited Partnership filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21767) on Nov. 8, 2024, listing $1,000,001 to $10 million in assets and $500,001 to $1 million in liabilities. Judge Robert A Mark presides over the case. Timothy S Kingcade, Esq. at Kingcade, Garcia & McMaken, P.A. represents the Debtor as counsel. JOHNSTONE SUPPLY: Moody's Rates New Secured 1st Lien Term Loan 'B2' ------------------------------------------------------------------- Moody's Ratings assigned a B2 rating to Johnstone Supply, LLC's $1,125 million backed senior secured first lien term loan B following repricing of the existing $1,000 million backed senior secured first lien term loan B and $125 million term loan add-on. All other ratings, including the B2 corporate family rating and B2-PD probability of default rating are unchanged. The outlook is stable. The new $1,125 million term loan is fungible with the existing $1,000 million senior secured term loan due 2031 and will have identical terms and provisions to the existing secured term loan. The additional $125 million of proceeds from this refinancing will be used to pre-fund JSBO acquisitions in 1Q'25 and for general corporate purposes. On a pro forma basis, debt-to-EBITDA (Moody's adjusted) is expected to increase to around 4.8x from 4.6x for the last twelve months ended September 2024. The stable outlook reflects Moody's expectation of adequate liquidity and continued successful execution of the company's growth strategy. RATINGS RATIONALE Johnstone's B2 CFR reflects the company's high leverage and integration risk associated with its growth through acquisition strategy. As the second largest HVACR parts, supply, and equipment distributor in North America, the company has scale with around $3.2 billion in revenue in the fragmented and competitive HVACR industry. Furthermore, around 90% of Johnstone's revenue is from the repair and replacement end market, which is less discretionary in nature and as a result less cyclical. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if the company displays a commitment to maintaining conservative financial policies and credit metrics. Specifically, a higher rating would require debt/EBITDA sustained below 4.5x, EBITA/Interest above 3x and good liquidity. The ratings could be downgraded if there is a deterioration of the company's operating performance, liquidity profile, or increasingly aggressive debt funded acquisition or significant shareholder returns. Quantitatively, the ratings could be downgraded if debt/EBITDA is maintained above 6x or EBITA/interest expense declines below 1.5x. Headquartered in Portland, Oregon, Johnstone Supply, LLC is a leading wholesale distributor of heating, ventilation, air conditioning, and refrigeration (HVACR) equipment, parts, and supplies, primarily serving the US repair and replacement end market. The company is owned by Redwood Capital, which is considered a family office. The principal methodology used in this rating was Distribution and Supply Chain Services published in December 2024. KBS REAL ESTATE: Reports $38.54 Million Net Loss in Fiscal Q3 ------------------------------------------------------------- KBS Real Estate Investment Trust III, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $38.54 million on $68.61 million of revenue for the three months ended September 30, 2024, compared to a net loss of $23.12 million on $79.55 million of revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $29.59 million on $208.23 million of revenue, compared to a net loss of $133.59 million on $226.57 million of revenue for the same period in 2023. As of September 30, 2024, the Company had $1.96 billion in total assets, $1.72 billion in total liabilities, and $237.82 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/mfpt57me About KBS Real Estate KBS Real Estate Investment Trust III, Inc. is a Maryland corporation that has elected to be taxed as a real estate investment trust and it intends to continue to operate in such a manner. The Company conducts its business primarily through its Operating Partnership, of which the Company is the sole general partner. The Company has invested in a diverse portfolio of real estate investments. As of Dec. 31, 2023, the Company owned 16 office properties (of which one property was held for non-sale disposition), one mixed-use office/retail property, and an investment in the equity securities of a Singapore real estate investment trust. On Dec. 29, 2023, the Company entered a deed-in-lieu of foreclosure transaction with the 201 Spear Street mortgage lender. On Jan. 9, 2024, the mortgage lender transferred title to the 201 Spear Street property to a third-party buyer of the mortgage loan. Additionally, on Feb. 21, 2024, the Company sold the McEwen Building to a third-party buyer. Irvine, California-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 18, 2024, citing that the Company has $1.2 billion of loan principal maturing within one year from the date of issuance of the consolidated financial statements, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. KBS reported a net loss of $157.53 million for the year ended Dec. 31, 2023, compared to a net loss of $62.46 million for the year ended Dec. 31, 2022. KKC RESTAURANTS: Seeks Cash Collateral Access --------------------------------------------- KKC Restaurants, Inc. asked the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, for authority to use cash collateral and provide adequate protection. The company's financial issues are varied but they include the impact of Covid 19 on businesses, the difficulties hiring enough employees when restaurants reopened – a problem continuing to the present, and cash flow shortages which led to difficulties paying sales taxes and then to Merchant Cash Advance transactions. The MCA transactions were a particularly hard blow to the restaurant. The company was sold on what looked like short term, high interest loans only to learn that the loan repayment periods would be very short periods of time and that the payments would essentially throttle the restaurant’s cash flow. At one point, the company was paying more than $30,000 monthly to MCA companies, with payment always taken electronically. The MCA transactions started with cold calls from MCA companies and like fleas on a dog, they did not stop until they broke the business. During this downturn, the company fell behind in the payment of sales taxes to the State. Headway Capital, Byz Funder, Global Capital Experts, Smart Business, and Millstone Funding assert an interest in the company's cash collateral. Headway, the senior secured entity, holds a claim the company has scheduled for $45,500. KKC Restaurants anticipates total revenues of $562,000, total spending (costs of goods sold and expenses) of $545,656 and a net operating income of $17,344 Monies on hand should increase by over $15,000. As adequate protection, Headway will be granted a replacement lien on KKC Restaurants' receivables and the company's projected positive cash flow, to the extent that Headway's prepetition lien would have attached to the company's receivables and cash flow. About KKC Restaurants, Inc. KKC Restaurants, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-22845-MAM) on December 9, 2024. In the petition signed by Bobby Jo McKellar, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the Debtor as legal counsel. KWIKCLICK INC: Lowers Net Loss to $368,578 in Fiscal Q3 ------------------------------------------------------- KWIKClick, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $368,578 on $32,532 of revenue for the three months ended September 30, 2024, compared to a net loss of $1,189,718 on $91,088 of revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $1,443,893 on $76,569 of revenue, compared to a net loss of $2,840,559 on $227,883 of revenue for the same period in 2023. As of September 30, 2024, the Company had $1,837,376 in total assets, $3,646,803 in total liabilities, and $1,809,427 in total stockholders' deficit. The Company has accumulated a deficit of $11,846,423 and working capital deficit of $3,195,178 as of September 30, 2024. The Company will require additional funding to finance the growth of its future operations as well as to achieve its strategic objectives. This raises substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/yzxm6pv9 About KWIKClick, Inc. Headquartered in Bountiful, Utah, KWIKClick, Inc. is a social interaction, selling, and referral software platform that connects stores and manufacturers with promoters, influencers, and customers--collectively referred to as "affiliates." Brands using the KWIKClick platform pay no fees and establish an incentive budget, which KWIKClick utilizes to encourage user promotion and referrals by discounting regular retail pricing. The Company operates as a software as a service (SaaS) platform, generating revenue through tailored loyalty and reward programs. Los Angeles-based GreenGrowthCPAs, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses since inception and has not achieved profitable operations, raising substantial doubt about its ability to continue as a going concern. KwikClick had a net loss of approximately $3,900,000 for the year ended December 31, 2023. L.O.F. INC: Gets Interim OK to Use Cash Collateral Until Jan. 28 ---------------------------------------------------------------- L.O.F., Inc. and Discount Auto Experts, Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral until Jan. 28 next year. The companies must use cash collateral only in accordance with the budget and must not exceed a 10% variance of any particular line item expense on the budget without approval from secured creditors, Old National Bank and Amazon Capital Services, Inc. The interim order directed the companies to make adequate protection payments in the total amount of $60,000 to Old National Bank and rent payment of $11,172 for December and January. Meanwhile, Amazon Capital Services agreed to accept reduced payment of $7,500 for December and January 2025 as adequate protection. As additional protection, Old National Bank and Amazon Capital Services will be granted allowed superpriority administrative claims to the extent that the replacement liens and post-petition collateral are not enough to protect the diminution in value of their interests in their pre-bankruptcy collateral. The next hearing is scheduled for Jan. 28, 2025. About L.O.F. Inc. L.O.F., Inc. was founded in 1968 in Northwest Indiana as a retail Recreational Vehicle sales operation. In 2011, the company changed its focus to replacement automotive and industrial products under its brands such as Best In Auto, TruckChamp, Red Hound Auto, and Polar Whale. L.O.F. filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-13350) on April 8, 2024, listing $1,198,800 in assets and $8,259,975 in liabilities. L.O.F. President Laszlo Kovach signed the petition. Judge Mindy A. Mora oversees the case. Kelley Kaplan & Eller, PLLC serves as the Debtor's legal counsel. LASERSHIP INC: XAI Octagon Marks $1.5MM Loan at 38% Off ------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $1,546,547 loan extended to Lasership, Inc. (ASP LS Acquisition Corp.), 2023 Incremental to market at $963,883 or 62% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Lasership, Inc. (ASP LS Acquisition Corp.), 2023 Incremental (3 M SOFR+ 4.50%). The loan matures on May 7, 2028. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended .The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 LaserShip is a regional last-mile delivery company that services the Eastern and Midwest United States. Founded in 1986, LaserShip is based in Vienna, Virginia, and has sorting centers in New Jersey, Ohio, North Carolina, and Florida. LASERSHIP INC: XAI Octagon Marks $496,250 Loan at 15% Off --------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $496,250 loan extended to Lasership, Inc. (ASP LS Acquisition Corp.), 2023 Incremental to market at $347,375 or 70% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Lasership, Inc. (ASP LS Acquisition Corp.), 2023 Incremental (3 M SOFR+ 7%). The loan matures on September 29, 2027. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended .The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer; and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 LaserShip is a regional last-mile delivery company that services the Eastern and Midwest United States. Founded in 1986, LaserShip is based in Vienna, Virginia, and has sorting centers in New Jersey, Ohio, North Carolina, and Florida. LEFEVER MATTSON: Has Final Court Permission to Use Cash Collateral ------------------------------------------------------------------ LeFever Mattson, a California corporation, and its affiliates received final court approval to use their secured lenders' cash collateral. At the hearing held on Dec. 6, Judge Charles Novack of the U.S. Bankruptcy Court for the Northern District of California approved the use of cash collateral to pay the companies' operating expenses on a final basis. The bankruptcy judge previously approved six separate stipulations entered into by LeFever Mattson's affiliates with their secured lenders, including Duggans Mission Chapel, Frank Bragg Revocable Trust and Umpqua Bank. The stipulations allowed the company's affiliates to use the lenders' cash collateral. The Debtors are hereby authorized to take such actions and to execute such documents as may be necessary to implement the relief granted by this Order. A copy of the court's order is available at https://shorturl.at/4VS4M from PacerMonitor.com. About LeFever Mattson LeFever Mattson, a California corporation, manages a large real estate portfolio. Timothy LeFever and Kenneth W. Mattson each owns 50% of the equity in the company. Based in Citrus Heights, Calif., LeFever Mattson manages a portfolio of more than 200 properties, comprised of commercial, residential, office, and mixed-use real estate, as well as vacant land, located throughout Northern California, primarily in Sonoma, Sacramento, and Solano Counties. It generates income from the properties through rents and use the proceeds to fund its operations. LeFever Mattson and its affiliates filed voluntary Chapter 11 petitions (Bankr. N.D. Calif. Lead Case No. 24-10545) on September 12, 2024. At the time of the filing, LeFever Mattson listed $100 million to $500 million in assets and $10 million to $50 million in liabilities. Judge Charles Novack oversees the cases. Thomas B. Rupp, Esq., at Keller Benvenutti Kim LLP represents the Debtors as counsel. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. LERETA LLC: DoubleLine ISF Marks $372,036 Loan at 18% Off --------------------------------------------------------- DoubleLine Income Solutions Fund has marked its $372,036 loan extended to Lereta LLC to market at $303,210 or 82% of the outstanding amount, according to a disclosure contained in DoubleLine ISF's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. DoubleLine ISF is a participant in a Senior Secured First Lien Term Loan to Lereta LLC. The loan accrues interest at a rate of 10.21% (3 Month term SOFR+ 5.25%, 0.75% floor) per annum. The loan matures on August 7, 2028. DoubleLine YOF was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended and originally classified as a non-diversified fund. The Fund is currently operating as a diversified fund. DoubleLine YOF is led by Ronald R. Redell, President and Chief Executive Officer; and Henry V. Chase, Treasurer and Principal Financial and Accounting Officer. The Fund can be reach through: Ronald R. Redell President and Chief Executive Officer c/o DoubleLine Capital LP 2002 North Tampa Street, Suite 200 Tampa, FL 33602 Tel. No.: (813) 791-7333 Headquartered in Pomona, California, Lereta LLC is a technology-enabled property tax and flood determination service provider to the financial services industry. The company provides services in the areas of tax certification management and flood determination to mortgage originators and servicers. Lereta is owned by Flexpoint Ford and Vestar Capital Partners. LEXARIA BIOSCIENCE: Invenomic Capital Management Holds 4.7% Stake ----------------------------------------------------------------- Invenomic Capital Management LP disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of February 22, 2024, it beneficially owned 567,650 shares of Lexaria Bioscience Corp.'s common shares, representing 4.7% of the shares outstanding. Invenomic Capital may be reached at: Invenomic Capital Management LP Benjamin Deschaine, President and Chief Compliance Officer 211 Congress Street, 8th Floor Boston, MA 02110 Tel: 617-912-4972 A full-text copy of Invenomic Capital's SEC Report is available at: https://tinyurl.com/396324h3 About Lexaria Headquartered in Kelowna, BC, Canada, Lexaria Bioscience Corp. -- http://www.lexariabioscience.com/-- is a biotechnology company developing the enhancement of the bioavailability of a broad range of fat-soluble active molecules and active pharmaceutical ingredients using its patented DehydraTECH™ drug delivery technology. DehydraTECH combines lipophilic molecules or APIs with specific long-chain fatty acids and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing while promoting healthier oral ingestion methods. Lexaria reported a net loss of $6.71 million for the year ended Aug. 31, 2023, compared to a net loss of $7.38 million for the year ended Aug. 31, 2022. As of May 31, 2024, Lexaria Bioscience had $10.02 million in total assets, $271,375 in total liabilities, and $9.75 million in total stockholders' equity. Going Concern "The continuation of Lexaria as a going concern depends on raising additional capital and/or attaining and maintaining profitable operations. The accompanying financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations. The recurring losses from operations and net capital deficiency may raise substantial doubt about the Company's ability to continue as a going concern within one year following the date that these consolidated financial statements are issued," Lexaria said in its Quarterly Report for the period ended May 31, 2024. LFTD PARTNERS: All Two Proposals Approved at Annual Meeting ----------------------------------------------------------- LFTD Partners Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that on Dec. 6, 2024, it held its 2024 Annual Meeting of Stockholders at which the stockholders: (1) elected Gerard M. Jacobs, JD, Nicholas S. Warrender, Vincent J. Mesolella, Joshua S. Bloom, MD, Sharial Howard, James S. Jacobs, MD, Richard E. Morrissy, Kevin J. Rocio, and Robert T. Warrender II to serve as directors of the Company until the next annual meeting of stockholders or until their successors are duly elected; and (2) ratified the appointment of Fruci & Associates II, PLLC as the Company's independent auditors for the fiscal year ending Dec. 31, 2024. About LFTD Partners Inc. Publicly traded LFTD Partners Inc. (OTCQB: LIFD), headquartered in Jacksonville, Fla., is currently directly or indirectly involved in the development, manufacture and/or sale or re-sale of a wide variety of branded, hemp-derived, psychoactive and alternative lifestyle products, and of products involving, nicotine, tobacco and marijuana. Spokane, Wash.-based Fruci & Associates II, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has an accumulated deficit, net losses, and is subject to unique regulatory risks and uncertainties. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. LINEAR COMPANIES: Sec. 341(a) Meeting of Creditors on January 14 ---------------------------------------------------------------- On December 9, 2024, Linear Companies LLC filed Chapter 11 protection in the District of Arizona. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on January 14, 2025 at 9:45 AM, TELEPHONIC MEETING. About Linear Companies LLC Linear Companies LLC, doing business as Linear Investments LLC and Linear Investments AZ LLC, is primarily engaged in renting and leasing real estate properties. Linear Companies LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-10532) on December 9, 2024. In the petition filed by Sean Parsons, as member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Eddward P. Ballinger Jr. handles the case. The Debtor is represented by: Randy Nussbaum, Esq. SACKS TIERNEY P.A. 4250 N Drinkwater Blvd. 4th Floor Scottsdale, AZ 85251-3693 Tel: 480-425-2600 Email: Randy.Nussbaum@SacksTierney.com LIQTECH INTL: Reports $2.84 Million Net Loss in Fiscal Q3 --------------------------------------------------------- LiqTech International, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2,840,526 on $2,478,221 of revenue for the three months ended September 30, 2024, compared to a net loss of $1,414,230 on $5,070,446 of revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $7,340,521 on $11,198,627 of revenue, compared to a net loss of $5,359,025 on $14,071,984 of revenue for the same period in 2023. As of September 30, 2024, the Company had $28,725,344 in total assets, $17,303,859 in total liabilities, and $11,421,485 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/4hr9yvjb About LiqTech International Ballerup, Denmark-based LiqTech International, Inc. is a clean technology company that provides state-of-the-art gas and liquid purification products by manufacturing ceramic silicon carbide filters and membranes as well as developing industry-leading and fully automated filtration solutions and systems. Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. LL FLOORING: Hotchkis & Wiley Capital No Longer Owns Shares ----------------------------------------------------------- Hotchkis and Wiley 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 LL Flooring Holdings, Inc.'s Common Stock. Hotchkis and Wiley Capital Management, LLC may be reached at: Tina H. Kodama Chief Compliance Officer 601 S. Figueroa Street, 39th Fl Los Angeles, CA 90017 Tel: 213-430-1000 A full-text copy of Hotchkis and Wiley Capital's SEC Report is available at: https://tinyurl.com/aptha76a About LL Flooring Holdings LL Flooring Holdings, Inc. is a specialty retailer of flooring. The company carries a wide range of hard-surface floors and carpets in a range of styles and designs and primarily sells to consumers or flooring-focused professionals. LL Flooring and four of its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11680) on August 11, 2024. In the petitions signed by Holly Etlin as chief restructuring officer, LL Flooring disclosed total assets of $501,117,025 and total debt of $416,298,035 as of July 31, 2024. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as counsel. Houlihan Lokey Capital Inc. serves as the Debtors' investment banker, AlixPartners LLP acts as the Debtors' financial advisor, and Stretto, Inc., acts as the Debtors' claims and noticing agent. LOS ANGELES KOREAN: Sec. 341(a) Meeting of Creditors on January 6 ----------------------------------------------------------------- On December 9, 2024, Los Angeles Korean 1st Presbyterian Church Corporation filed Chapter 11 protection in the Central District of California. According to court filing, 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 6, 2025 at 10:00 AM at UST-LA3, TELEPHONIC MEETING. CONFERENCE LINE:1-866-811-2961, PARTICIPANT CODE:9609127. About Los Angeles Korean 1st Presbyterian Church Corp. Los Angeles Korean 1st Presbyterian Church Corp. is a tax-exempt religious organization. Los Angeles Korean 1st Presbyterian Church Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-20014) on December 9, 2024. In the petition filed by John J. Suh, as pastor/director, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Sheri Bluebond handles the case. The Debtor is represented by: Matthew Sean Harrison, Esq. PROMETHEUS CIVIC LAW 120 Vantis Drive, Suite 300 Aliso Viejo CA 92656 Tel: 949-436-4500 Email: matt@procivlaw.com LUMEE LLC: Appellate Panel Affirms Ruling in Fernandez et al. Suit ------------------------------------------------------------------ In the case captioned as LUMEE, LLC, Plaintiff - Appellee, v. JUAN FERNANDEZ, an individual, and MONSTER PRODUCTS, LLC, a New Jersey limited liability company, Defendants - Appellants, BAP No. UT-24-001, Judges Sarah A. Hall, Cathleen Parker and Paul R. Thomas of the United States Bankruptcy Appellate Panel of the Tenth Circuit affirmed the order of the United States Bankruptcy Court for the District of Utah that concluded that Juan Fernandez is the alter ego of Products of Tomorrow. LuMee, LLC is a company that sold cell phone cases. LuMee purchased many of the cell phone cases for its retail business from Products of Tomorrow. POT was solely owned by Appellant Juan Fernandez. Based on the corporate structure, POT paid Fernandez for the services he provided to the company. POT and LuMee engaged in business for many years up until June 28, 2019, when LuMee filed a voluntary petition for chapter 11 relief in the United States Bankruptcy Court for the District of Utah. About a year into the bankruptcy case, LuMee filed an adversary proceeding against POT seeking to avoid transfers in the amount of $2,656,024. The complaint in the POT Proceeding named only POT as the defendant. POT did not answer the complaint so the Bankruptcy Court entered a default judgment against POT for the full amount on May 5, 2021. At some point during these proceedings, LuMee learned POT had ceased operations, but Fernandez had continued operating Monster Products, LLC, a New Jersey limited liability company, whose line of business was nearly identical to POT's. Fernandez is the co-owner of Monster with his wife and children. On August 5, 2021, shortly after entry of the POT Judgment, LuMee initiated an adversary proceeding against Fernandez. LuMee asserted the following claims: (1) recovery of property under 11 U.S.C. Sec. 550;14 (2) avoidance of fraudulent transfers made with actual intent to hinder, delay or defraud under the UVTA, New Jersey, and Utah law; (3) avoidance of constructive fraudulent transfers under UVTA, New Jersey, and Utah law; (4) equitable relief to amend the POT Judgment to add Juan Fernandez as co-liable on the POT Judgment under a veil-piercing/alter ego theory under New Jersey and Utah law; (5) unjust enrichment; (6) avoidance of insider transfers for value under the UVTA, New Jersey, and Utah law; (7) to obtain remedies under New Jersey and Utah law; and (8) disallowance of claims under Sec. 502(d). Fernandez sought to dismiss the Sec. 544 claims seeking to avoid transfers comprising the POT Judgment under state law. Fernandez also sought to dismiss two other claims -- the claim for unjust enrichment and the claim asserting recovery under state law. Fernandez contended these two claims were superseded by § 550, asserting the Bankruptcy Code does not permit the use of state law to recover avoided transfers. Fernandez's final request was dismissal of the alter ego claim seeking to make Fernandez jointly liable for the POT Judgment. Fernandez asserted LuMee waived the opportunity to name Fernandez as an initial transferee, thus limiting any recovery from Fernandez to recovery from a subsequent transferee. On February 21, 2022, LuMee filed its First Amended Complaint for Avoidance and Recovery of Fraudulent Transfers and Other Relief. In the Amended Complaint, LuMee asserted claims against Fernandez and Monster seeking: (1) to recover property from Fernandez under Sec. 550; (2) to avoid fraudulent transfers made with actual intent to hinder, delay, or defraud creditors under Utah and New Jersey law pursuant to Sec. 544(b)(1); (3) to avoid constructive fraudulent transfers under Utah and New Jersey law under Sec. 544(b)(1); (4) to amend the POT Judgment by adding Juan Fernandez as co-liable under New Jersey and Utah veil-piercing/alter-ego theory law; (5) to find Fernandez liable for the amount of the POT Judgment under a theory of unjust enrichment; (6) to avoid and recover transfers from POT to Fernandez under Utah and New Jersey insider transfer laws; (7) a judicial determination to recover the transfers by remedies available under Utah or New Jersey law; (8) to disallow any prepetition claims Fernandez may have against LuMee, if any; (9) to amend the POT Judgment to add Monster and Fernandez as co-liable under Utah and New Jersey veil-piercing/alter-ego theories; and (10) to amend the POT Judgment to make Monster and Fernandez as co-liable under Utah and New Jersey successor liability law. On May 19, 2022, Fernandez filed a Second Motion and Memorandum for Partial Summary Judgment seeking dismissal of the fourth and ninth claims in the Amended Complaint. On March 2, 2023, LuMee filed a Motion in Limine requesting the Bankruptcy Court take judicial notice of the POT Judgment to conclusively establish elements of LuMee's first, second, third, fourth, and ninth claims for relief and exclude any evidence and argument attempting to assert defenses or attack facts already established by the POT Judgment. Then, on May 5, 2023, the Bankruptcy Court entered an order granting the Motion in Limine in part and denying it in part. Notably, the Bankruptcy Court specifically denied LuMee's request to preclude Fernandez from providing defenses to the claims asserted in the POT Proceeding as they related to the fourth and ninth claims. Then, on December 22, 2023, the Bankruptcy Court entered an Order and Judgment in favor of LuMee on the first, second, third, fourth, fifth, and tenth claims for relief in the Amended Complaint. In the Order, the Bankruptcy Court reiterated that "[i]n its ruling on LuMee's motion in limine, the Court did find that Mr. Fernandez could provide defenses to the underlying default judgment at trial. Notwithstanding, the Court finds and concludes that Mr. Fernandez was the alter ego of POT and should be liable for the debts of POT, including the POT Judgment." The Appellate Panel holds, "We conclude the Bankruptcy Court did not err by denying the Summary Judgment Motions and allowing LuMee to prosecute the alter ego claims at trial and pursue Fernandez as both an initial transferee and subsequent transferee on the same avoided transfers. We also conclude the Bankruptcy Court did not abuse its discretion in concluding Fernandez is the alter ego of POT. Thus, we affirm on these issues. However, because the Order does not analyze the initial transferee defenses to the POT Transfers leaving us with no meaningful opportunity to review the decision, we must remand this issue to the Bankruptcy Court for further proceedings consistent with this opinion." A copy of the Court's decision dated December 3, 2024, is available at https://urlcurt.com/u?l=FBiD3R About LuMee LLC LuMee LLC -- https://www.lumee.com/ -- designs, manufactures and sells illuminated smart phone cases and other mobile accessories. LuMee filed its petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-24752) on June 28, 2019. In the petition signed by Angela Shoemake, president and chief operating officer, the Debtor was estimated to have $100,000 to $500,000 in assets and $4.2 million in liabilities. The case is assigned to Judge William T. Thurman. Brian M. Rothschild, Esq., at Parsons Behle & Latimer, is the Debtor's counsel. MAGENTA BUYER: XAI Octagon Marks $119,507 Loan at 71% Off --------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $119,507 loan extended to Magenta Buyer LLC, Third Out to market at $34,956 or 29% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Magenta Buyer LLC, Third Out (3 M SOFR+ 6.25%). The loan matures July 27, 2028. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Magenta Buyer, LLC (McAfee) is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MAGENTA BUYER: XAI Octagon Marks $378,438 Loan at 32% Off --------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $378,438 loan extended to Magenta Buyer LLC, Second Out to market at $259,230 or 68% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Magenta Buyer LLC, Second Out (1 M SOFR+ 7%). The loan matures July 27, 2028. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Magenta Buyer, LLC (McAfee) is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MARKOV CORPORATION: Gets Interim OK to Use Cash Collateral ---------------------------------------------------------- Markov Corporation received interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, to use cash collateral and provide adequate protection. The company requires the use of cash collateral for purposes which include (i) Care, maintenance and preservation of its assets; (ii) payment of other business expenses; and (iii) continued business operations, including compensation for its president for continuing to manage the business. Prior to the petition date, the company borrowed funds from the U.S. Small Business Administration under a promissory note, security agreement, and recorded UCC-1 Financing Agreement. The SBA has filed a bifurcated proof of claim in this case for a total claim amount of $292,038 with the secured portion being $20,500. The next hearing is set for Feb. 24, 2025. About Markov Corporation Markov Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01575) on October 17, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Caryl E. Delano presides over the case. Jonathan M. Bierfeld, Esq., at Martin Law Firm PL represents the Debtor as bankruptcy counsel. MASSACHUSETTS DEVELOPMENT: Moody's Cuts Rating on 2018 Bonds to B1 ------------------------------------------------------------------ Moody's Ratings has downgraded to B1 from Ba2 the rating for Massachusetts Development Finance Agency's Revenue Bonds, Provident Commonwealth Education Resources II Issue, UMass Dartmouth Student Housing Project, Series 2018 (PCER II or the Project). The outlook has been revised to stable from negative. The downgrade for PCER II to B1 from Ba2 reflects fundamental weaknesses in demand culminating in deteriorating occupancy and thin debt service coverage (DSC). While the Project is centrally located directly on campus, and is well- positioned as the only freshmen community, UMass Dartmouth (the university) draws from a target market that is highly dependent upon financial aid. Ongoing enrollment declines (approximately 15% since the financing was underwritten) represent an additional core weakness. Given rising debt service payments through 2027, the 87.4% fall 2024 occupancy level and the persistent trend of occupancy declines in the spring semester signals a high risk of liquidity draws, unless management is able to achieve higher revenue growth. RATINGS RATIONALE The B1 rating is based on enrollment challenges at UMass Dartmouth, unstable demand for the student housing project and heightened concern surrounding the Project's ability in meeting rising DS payments. Revenue growth over the next 12-18 month time frame will be crucial in order to avoid a likely tap(s) on existing liquidity. In addition to a fully funded DSR equal to MADS, PCER II holds approximately $900,000 in repair and replacement funds, $700,000 in the student housing facilities account and $200,000 in the utility fund. The Moody's adjusted DSC ratio at calendar year end 2023 stood at 1.12x versus 1.17x coverage reported in the 2023 audit. For Fiscal 2024, narrow DSC is likely given the weakened demand over the course of the year. Social considerations, namely weak demographics that are responsible for enrollment declines and poor demand, are a key driver in this rating action. RATING OUTLOOK The stable outlook acknowledges the strong affiliation between the Project and UMass Dartmouth and favorable on-campus location. It also incorporates Moody's expectation of improved demand from the existing freshmen student base as challenges related to financial aid dissipate along with a more structured plan between Provident II and UMass Dartmouth to market the Project to returning students. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Rise in occupancy and rental rates that drives improved financial performance and higher debt service coverage -- Significant improvement in university enrollment FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- A draw on the debt service reserve -- Projection that financial position will decline due to weakening university enrollment, lower occupancy or flat revenue rates. LEGAL SECURITY Project revenues comprise the primary source of revenue and security for the bonds. The bond trustee has a security interest in various funds, such as the Bond Fund, Debt Service Reserve Fund, and the Repair and Replacement Fund, as well as a Utility Reserve Fund. PROFILE PCER II is a subsidiary of Provident Resources Group, Inc. a nationally known and experienced operator of student housing facilities. The project benefits from experienced management through Greystar, which reports more than 822,100 multifamily units and student housing beds under management. Greystar maintains on-site property managers at each of its student housing developments. Greystar currently reports over $17.8 billion in student housing assets under management with over 110,000 beds managed globally. METHODOLOGY The principal methodology used in this rating was Global Housing Projects published in August 2024. MAVENIR SYSTEMS: XAI Octagon Marks $477,739 Loan at 35% Off ----------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $477,739 loan extended to Mavenir Systems, Inc., Initial to market at $311,524 or 65% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Mavenir Systems, Inc., Initial (3 M SOFR+ 4.75%). The loan matures on August 18, 2028. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Mavenir Systems, Inc. provides software-based networking solutions. The Company offers internet protocol based voice, videos, communication, and messaging services, as well as multimedia subsystem, evolved packet core, and session border controller. MAWSON INFRASTRUCTURE: Posts $12.2 Million Net Loss in Fiscal Q3 ---------------------------------------------------------------- Mawson Infrastructure Group Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $12,227,738 on $12,316,017 of total revenue for the three months ended September 30, 2024, compared to a net loss of $19,330,718 on $11,332,630 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 $41,815,716 on $44,199,445 of total revenue, compared to a net loss of $48,361,138 on $29,554,770 of total revenue for the same period in 2023. As of September 30, 2024, the Company had $60,766,882 in total assets, $62,323,222 in total liabilities, and $1,556,340 in total stockholders' deficit. Rahul Mewawalla, CEO and President of Mawson, said, "We are pleased to report strong execution and strategic expansion, delivering 222% year-over-year revenue growth in our digital colocation business and 33% year-over-year revenue growth in our energy management business. Moreover, our total overall revenue has significantly increased 50% year-to-date over the first nine months of 2024. We have built and grown a robust enterprise-grade digital colocation business this year across multiple customers. We are also excited about advancing our recent expansion into AI (artificial intelligence) and HPC (high-performance computing) markets with our innovative and solutions-driven approach to growing our overall business. We continue to prioritize our carbon-free and sustainable energy approach, including nuclear power, which positions us to address the critical compute capacity needs of our enterprise customers, where sustainable infrastructure is increasingly becoming a strategic imperative. We're also proud of our recent operational achievements and expansion efforts, which are expected to increase our total capacity from our currently operating capacity of 129 MW to 153 MW upon completion, all of which is in the strategic PJM market, which represents the largest competitive wholesale electricity market in North America." A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/3jnaas54 About Mawson Infrastructure Group Mawson Infrastructure Group specializes in data centers for Bitcoin miners and AI firms. Mawson Infrastructure Group's creditors sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12726) on December 4, 2024. The petitioning creditors include W Capital Advisors Pty Ltd, Marshall Investments MIG Pty Ltd, and Rayra Pty Ltd. Honorable Bankruptcy Judge Mary F. Walrath handles the case. The Debtor's counsel is Robert J. Dehney, Esq. of Morris, Nichols, Arsht & Tunnell. MILAN SAI: Court Approves Interim Use of Cash Collateral -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, approved an interim order permitting Milan Sai Joint Venture, LLC, to use cash collateral on interim basis through December 10, 2024. The debtor must adhere to a budget, with a 10% allowable deviation. The budget includes expenses like payroll, taxes, utilities, and trustee fees. The budget attached to the order shows the Debtor's projected expenses for a two-week and one-month, which is $19,672.98 and $40,345.95. The Lender (Gregory S. Milligan, in his capacity as court-appointed receiver for Pride of Austin High Yield Fund 1, LLC) is granted replacement security interests in and liens on all post-petition acquired property of the Debtor and its bankruptcy estate. The Lender is entitled to a superpriority administrative expense claim under sections 503(b) and 507(b) of the Bankruptcy Code against the Debtor, but such claim shall not be ahead of U.S. Trustee Fees and approved professional fees. The order includes a carve-out for the Debtor's professional fees and expenses, which are capped at an amount equal to the sum of all fees required to be paid to the United States Trustee under section 1930(a) of title 28 of the United States Code. A final hearing set for December 19, 2024. About Milan Sai Joint Venture Milan Sai Joint Venture, LLC operates in the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-33560) on November 4, 2024, with up to $10 million in both assets and liabilities. Sunil Kumar Patel, managing member, signed the petition. Judge Michelle V. Larson oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as bankruptcy counsel. MOMENTIVE PERFORMANCE: Moody's Alters Outlook on 'B1' CFR to Stable ------------------------------------------------------------------- Moody's Ratings has changed Momentive Performance Materials Inc.'s outlook to stable from negative. At the same time, Moody's have affirmed the company's B1 Corporate Family Rating, B1- PD Probability of Default Rating and the Ba3 rating on the backed senior secured first lien term loan. RATINGS RATIONALE The change of outlook to stable from negative reflects the support of its parent company, KCC Corporation (KCC), combined with its improving performance in 2024 and Moody's expectation that company's credit profile will strengthen to levels that support its ratings in the next 12-18 months primarily driven by improvement in its capital structure. KCC, in Korean regulatory filings, has stated that it intends to raise roughly $400 million and contribute the funds to Momentive specifically for the repayment of debt. The debt repayment is expected to occur before year-end. Momentive's business performance increased solidly in 2024, driven by improving customer demand, efficiency gains, and strategic balancing of its product offerings to more specialized businesses from basic chemicals. Despite softening pricings negatively impacting its revenue growth, the company generated a total EBITDA, with Moody's adjustment, of $191 million in year-to-date September 2024, up more than 50% from the same period last year. Momentive's leverage, as measured by Moody's adjusted debt/EBITDA, fell to 11.0x for the twelve months ending September 2024, down from 16.0x in 2023. With the expected debt repayment, leverage will decline to mid-7.0x by year end. Furthermore, Moody's expect Momentive's performance will continue to improve on year-over-year basis in 2025, driven by business growth from its specialties segments and cost saving opportunities. Importantly, Moody's expect that Momentive's deleveraging will accelerate with KCC's further support. With the exit of the minority shareholder SJL Partners, LLC in May 2024, KCC now fully owns and consolidates Momentive as a core subsidiary. Moody's expect that a combination of earning improvement and continued parental support, such as capital injections, will help Momentive to strengthen its capital structure and improve credit profile to levels consistent with its rating next year. Momentive's B1 CFR is supported by its status as one of the largest silicone producers globally and the diversity of its end markets, including automotive, electronics, consumer, and construction. Momentive has been improving its competitive positions by expanding sales of value-added specialty silanes while managing exposure to base silicone chemicals. Its credit profile also reflects the strong support from KCC through asset and capital injections, which will help the company to restore capital structure to levels appropriate for the rating. Momentive's rating is constrained by its volaille earnings, exposure to the cyclical end markets, as well as the ongoing business restructuring and reinvestment to stay competitive in the global silicone industry. The company is exposed to the cyclical and competitive silicone industry that requires large capex and working capital consumption. The company's ongoing business restructuring also involve execution risks. Moreover, the downturn in the Chinese construction market will likely keep global prices for base silicone products and silicone intermediates at relatively low levels over the next year or two. Momentive's $850 million first-lien senior secured term loan due 2028 is rated Ba3, one notch above its B1 Corporate Family Rating, given its first lien on substantially all non-ABL assets and second lien on all ABL assets and its senior position relative to the second lien term loan. The $839 million second lien term loan is guaranteed by KCC and not rated by Moody's. The unrated $340 million ABL facility due 2028 has a first lien on all current assets. Momentive has an adequate liquidity, including a cash balance of $122 million, and $176.1 million availability under the $340 million ABL facility at September 30, 2024. The ABL had $110 million currently outstanding, $15 million LoCs outstanding, and $38.9 million of collateral limitations. The ABL facility has a springing financial covenant -- a minimum fixed charge coverage ratio of 1.0x, which will be tested if its revolver availability falls below 10% of the borrowing base or $27.5 million. The company would not be in compliance if it were triggered, but Moody's don't expect drawings under the ABL to be large enough to test this covenant. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Momentive's rating will be upgraded if free cash flow is consistently positive and adjusted debt/EBITDA is sustained below 4.0x, while remaining a core subsidiary of and receiving strong support from KCC. Momentive's ratings will be downgraded if the company's credit metrics don't improve due to weak performance or less than expected parental support such that its adjusted debt/EBITDA stays above 5.0x on sustained basis. The rating will also be downgraded if its liquidity profile deteriorates with negative free cash flow. A deterioration in KCC's ability and willingness to support Momentive would have negative rating implication. Momentive's credit impact score (CIS-4) mainly reflects the company's governance risks such as elevated debt leverage and the partial ownership by a private equity firm. The company also faces very high environmental risks due to the energy and water intensity of producing silicones, waste and pollution at its manufacturing facilities and environmental remediation requirements at its closed facilities. The company's exposure to social risks such as health and safety, responsible production is high, which is in line with the chemical sector. The company could also be subject to strikes or work stoppages by, or disputes with, labor unions. Momentive Performance Materials Inc., based in New York, US, is one of the largest global producers of silicones and silicone derivatives. Silicones, or more accurately, polymerized siloxanes or polysiloxanes, are mixed inorganic-organic polymers that are used in a wide variety of industrial and consumer applications including agriculture, automotive, electronics, healthcare, personal care, textiles, and sealants. KCC Corporation and SJL Partners LLC acquired MPM Holdings Inc., the holding company of Momentive, for approximately $3.1 billion in 2019. Momentive generates revenues of $2 -3 billion depending on silicone prices. The principal methodology used in these ratings was Chemicals published in October 2023. MOMENTUM CONSULTING: Gets Interim OK to Use Cash Collateral ----------------------------------------------------------- Momentum Consulting LLC received interim approval from the U.S. Bankruptcy Court for the Northern District of New York to use cash collateral, in accordance with a budget. The Debtor must not exceed the permitted variance of 15% for any particular authorized line item or 10% of the total budget. The budget shows the Debtor's projected monthly expenses approved budget totaling $67,828.65. The Debtor must make adequate protection payments to Citizens Bank N.A. (Citizens) in the monthly amount of $1,878.65. The Debtor is prohibited from granting voluntary liens in the collateral or post-petition collateral to any other parties without the prior written consent of the pre-petition secured creditors. About Momentum Consulting Momentum Consulting, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-11236) on November 5, 2024, with up to $1 million in both assets and liabilities. Benjamin McLellan, managing member, signed the petition. Michael Boyle, Esq., at Boyle Legal LLC, represents the Debtor as bankruptcy counsel. MOORE MEDICAL: Wins Interim Cash Collateral Access Until Dec. 19 ---------------------------------------------------------------- Moore Medical Group, Inc. received third interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division to use its secured creditors' cash collateral through Dec. 19. The interim order signed by Judge Grace Robson on Dec. 9 authorized Moore Medical Group to use cash collateral to pay its expenses, including payments to the Subchapter V trustee and operating expenses set forth in its projected budget. The budget shows total expenses of $613,803. As adequate protection, the U.S. Small Business Administration and other secured creditors will have post-petition lien on cash collateral to the same extent and with the same validity and priority as their pre-bankruptcy lien. The next hearing is scheduled for Dec. 19. About Moore Medical Group Moore Medical Group, Inc., a company in Lake Mary, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05162) on Sept. 24, 2024, listing $481,336 in assets and $2,762,511 in liabilities. L. Todd Budgen, Esq., a practicing attorney in Longwood, Fla., serves as Subchapter V trustee. Judge Grace E. Robson oversees the case. David Jennis, PA serves as the Debtor's legal counsel. MOTUS GI: Armistice Capital Holds 4.99% Equity Stake ---------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned an aggregate amount of 335,549 shares of Motus GI Holdings, Inc.'s Common Stock, representing 4.99% of the shares outstanding. Armistice Capital, LLC is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Company held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Company directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. Armistice Capital, LLC may be reached at: Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Tel: (212) 231-4932 A full-text copy of Armistice Capital's SEC Report is available at: https://tinyurl.com/3ncebar3 About Motus GI Holdings Ft. Lauderdale, Fla.-based Motus GI Holdings, Inc. is a medical technology company, with subsidiaries in the U.S. and Israel, providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated with the diagnosis and management of gastrointestinal conditions. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 18, 2024, citing that the Company has generated minimal revenues, experienced negative cash flows from operating activities and has incurred substantial operating losses that raise substantial doubt about its ability to continue as a going concern. As of March 31, 2024, the Company had $7.1 million in total assets, $4 million in total liabilities, and total stockholders' equity of $3.1 million. MY SIZE: Armistice Capital Holds 9.99% Equity Stake --------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned an aggregate amount of 141,523 shares of MySize, Inc.'s Common Stock, representing 9.99% of the shares outstanding. Armistice Capital, LLC is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Company held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Company directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. Armistice Capital, LLC may be reached at: Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Tel: (212) 231-4932 A full-text copy of Armistice Capital's SEC Report is available at: https://tinyurl.com/4e5h2a8f About MySize, Inc. Airport City, Israel-based MySize, Inc. (NASDAQ: MYSZ) -- http://www.mysizeid.com/-- is an omnichannel e-commerce platform and provider of AI-driven measurement solutions that drive revenue growth and reduce costs for online retailers while generating big data and machine learning analytics. The Company cautioned in a Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. According to the Company, since inception, it incurred significant losses and negative cash flows from operations, reporting a net loss of $1,016,000 and $2,654,000 for three-months ended March 31, 2024 and 2023, respectively, resulting in an accumulated deficit of $60,897,000. The Company has financed its operations mainly through fundraising from various investors. As of March 31, 2024, the Company had $6,670,000 in total assets, $2,917,000 in total liabilities, and $3,753,000 in total stockholders' equity. MY SIZE: Reports $1.3 Million Net Loss in Fiscal Q3 --------------------------------------------------- My Size, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.3 million on $1.8 million of revenue for the three months ended September 30, 2024, compared to a net loss of $1.1 million on $2.2 million of revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $3.3 million on $6.8 million of revenue, compared to a net loss of $5.1 million on $4.2 million of revenue for the same period in 2023. As of September 30, 2024, the Company had $7.03 million in total assets, $2.57 million in total liabilities, and $4.46 million in total stockholders' equity. Since inception, the Company has incurred significant losses and negative cash flows from operations and had an accumulated deficit of $63,161. The Company has financed its operations mainly through fundraising from various investors. The Company's management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of September 30, 2024, management is of the opinion that its existing cash will not be sufficient to fund operations for a period of more than 12 months. As a result, there is substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/3auvy9en About My Size, Inc. Airport City, Israel-based My Size, Inc. (NASDAQ: MYSZ) -- http://www.mysizeid.com/-- is an omnichannel e-commerce platform and provider of AI-driven measurement solutions that drive revenue growth and reduce costs for online retailers while generating big data and machine learning analytics. As of March 31, 2024, the Company had $6,670,000 in total assets, $2,917,000 in total liabilities, and $3,753,000 in total stockholders' equity. The Company cautioned in a Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. According to the Company, since inception, it incurred significant losses and negative cash flows from operations, reporting a net loss of $1,016,000 and $2,654,000 for three-months ended March 31, 2024 and 2023, respectively, resulting in an accumulated deficit of $60,897,000. The Company has financed its operations mainly through fundraising from various investors. MYCOTOPIA THERAPIES: Posts $460,144 Net loss in Fiscal Q3 --------------------------------------------------------- Mycotopia Therapies, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $460,144 for the three months ended September 30, 2024, compared to a net loss of $308,700 for the three months ended September 30, 2023. As of September 30, 2024, the Company had $1,642,839 in total assets, $5,001,660 in total liabilities, and $3,358,821 in total stockholders' deficit. For the nine months ended September 30, 2024, the Company incurred a net loss of $1,356,761, had negative cash flows from operations of $241,776 and may incur additional future losses. At September 30, 2024, the Company had total current assets of $203,058 and total current liabilities of $5,001,660, resulting in a working capital deficit of $4,798,602. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year after the date that the consolidated financial statements were issued. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2xjcmmmk About Mycotopia Therapies Miami, Fla.-based Mycotopia Therapies, Inc. promotes the study of psychedelics for the treatment of mental health issues and supports the creation of both natural and synthetic molecules for the development of appropriate treatments. For the year ended December 31, 2023, the Company incurred a net loss of $1,181,347, compared to a net loss of $2,611,869 for the year ended December 31, 2022. Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated April 18, 2024, citing that the Company experienced negative operating cash flows, negative working capital, and has incurred operating losses since inception. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. NANOVIBRONIX INC: Armistice Capital Holds 9.99% Equity Stake ------------------------------------------------------------ Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned an aggregate amount of 141,523 shares of NanoVibronix, Inc.'s Common Stock, representing 9.99% of the shares outstanding. Armistice Capital, LLC is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Company held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Company directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. Armistice Capital, LLC may be reached at: Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Tel: (212) 231-4932 A full-text copy of Armistice Capital's SEC Report is available at: https://tinyurl.com/3prs87n9 About NanoVibronix Elmsford, N.Y.-based NanoVibronix, Inc., a Delaware corporation, commenced operations on October 20, 2003, and is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home without the assistance of medical professionals. Going Concern According to the Company, it does not have sufficient resources to fund its operations for the next 12 months, management has substantial doubt about the Company's ability to continue as a going concern. The Company will need to raise additional capital to finance its losses and negative cash flows from operations and may continue to be dependent on additional capital raising as long as the Company's products do not reach commercial profitability. As of June 30, 2024, NanoVibronix had $5,696,000 in total assets, $2,855,000 in total liabilities, and $2,841,000 in total stockholders' equity. NANOVIBRONIX INC: Reports $998,000 Net Loss in Fiscal Q3 -------------------------------------------------------- NanoVibronix, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $998,000 on $376,000 of revenue for the three months ended September 30, 2024, compared to a net loss of $727,000 on $458,000 of revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $2.3 million on $2.1 million of revenue, compared to a net loss of $2.9 million on $1.1 million of revenue for the same period in 2023. As of September 30, 2024, the Company had $4.7 million in total assets, $2.8 million in total liabilities, and $1.9 million in total stockholders' equity. The Company's ability to continue to operate is dependent mainly on its ability to successfully market and sell its products and the receipt of additional financing until profitability is achieved. During the three and nine months ended September 30, 2024, the Company has incurred losses as well as negative cash outflows from operating activities and expects to incur losses and negative cash outflows from operating activities through at least fiscal year 2024. Because the Company does not have sufficient resources to fund its operations for the next twelve months from the date of this filing and there could be a significant arbitration payment due, substantial doubt exists as to the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/yre8ppuj About NanoVibronix Elmsford, N.Y.-based NanoVibronix, Inc., a Delaware corporation, commenced operations on October 20, 2003, and is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home without the assistance of medical professionals. Going Concern According to the Company, it does not have sufficient resources to fund its operations for the next 12 months, management has substantial doubt about the Company's ability to continue as a going concern. The Company will need to raise additional capital to finance its losses and negative cash flows from operations and may continue to be dependent on additional capital raising as long as the Company's products do not reach commercial profitability. NEEDLE HOLDINGS: XAI Octagon Marks $570,330 Loan at 20% Off ----------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $570,330loan extended to Needle Holdings LLC, Exchange TLto market at $456,264 or 80% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Castle US Holding Corp., Initial (1 M SOFR+ 9.50%). The loan matures April 30, 2028. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Needle Holdings LLC operates as a holding company. The Company, through its subsidiaries, provides investment services. Needle Holdings serves customers in the United States. NEWPORT VENTURES: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Newport Ventures, LLC. The committee members are: 1. SM Delta North LLC David Miller 2118 Wilshire Blvd, #601 Santa Monica, CA 90403 Phone: (310) 980-3736 Email: millerdca7@gmail.com 2. Scape Sol Landscaping Phat Gia Phan 431 Wagon Trail Dr. Denver, CO 80123 Phone: (303) 810-0337 Email: pphan.ssl@hotmail.com 3. Colorado Del, LLC Brent Veach 17704 N. 92nd Place Scottsdale, AZ 85255 Phone: (602) 708-3040 Email: BrentVeach@veachmgmt.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Newport Ventures, LLC Newport Ventures LLC owns and operates a restaurant. Newport Ventures LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12738) on October 26, 2024. In the petition filed by Shahvand Aryana, as principal, the Debtor reports estimated assets and liabilities between $10 million and $50 million. Bankruptcy Judge Theodor Albert oversees the case. The Debtor is represented by: Steven M. Kries, Esq. 8059 S Elk Way, CO 80016 Tel: (619) 890-0765 Email: skries@acc.capital NORDICUS PARTNERS: Hires Harbor Access & ESG Advisor as Consultants ------------------------------------------------------------------- Nordicus Partners Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Nov. 27, 2024, it entered into a consulting agreement with Harbor Access LLC for the provisions of investor relations and related services. The term of the Agreement expires on Nov. 30, 2025, subject to extension by the mutual agreement of the parties. The Company is obligated to pay Harbor Access LLC a fee for the services of $8,000 per month. On Nov. 27, 2024, the Company entered into a Professional Relations and Consulting Agreement with ESG Advisor Group, L.L.C. for the provisions of investor relations and related services. The term of the Agreement expires on Nov. 30, 2025 and will automatically be renewed for one additional six-month period unless terminated by the parties. The Agreement may be terminated by either party after three months on 30 days' prior notice. The Company is obligated to pay ESG a fee for the services in the form of 61,500 restricted shares of its common stock, par value $0.001 per share. Such Shares will vest as follows: 15,300 shares shall vest 45 days after the effective date of the Agreement and up to 11 additional monthly tranches of 4,200 shares shall vest for each additional month of service during the term of the Agreement. ESG is entitled to receive additional Shares as bonuses if the Company's Shares achieve certain volume and trading price milestones. About Nordicus Partners Headquartered in Beverly Hills, Calif., Nordicus Partners Corporation is a financial consulting company specializing in providing Nordic companies with the best possible conditions to establish themselves in the U.S. market. The Company leverages management's combined 90+ years of experience in the corporate sector, serving in various capacities both domestically and globally. Additionally, Nordicus operates as a business incubator, offering support resources and services such as office space, legal and accounting services, and marketing expertise to facilitate a smooth transition for companies entering the U.S. marketplace. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated July 2, 2024, citing that the Company has an accumulated deficit, net losses, and minimal revenue. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. NORDICUS PARTNERS: Registers 16.2M Shares for Possible Resale ------------------------------------------------------------- Nordicus Partners Corporation filed a Form S-1 registration statement with the Securities and Exchange Commission covering 16,190,911 shares of its common stock that may be offered for resale or otherwise disposed of by certain selling stockholders. The Company will not receive any proceeds from the sale or other disposition of the securities by the Selling Stockholders. Henrik Rouf, the Company's president and CEO, through his control of Reddington Partners LLC, and Selling Shareholders AC Nordic ApS, Alteral Therapeutics ApS and GK Partners ApS together beneficially own approximately 69% of the Company's outstanding shares of common stock. Accordingly, Henrik Rouf and the Selling Stockholders, until such Selling Stockholders sell a significant portion of the Company's shares that such Selling Stockholders now own, will have voting control over all matters submitted to the holders of the Company's common stock for approval, including the election of directors, amendments to the Company's certificate of incorporation and major corporate transactions. The Company's common stock is quoted under the symbol "NORD" on the OTCQB Market. On Dec. 6, 2024, the last reported sale price of the Company's common stock was $2.76. A full-text copy of the Registration Statement is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001011060/000149315224049456/forms-1.htm About Nordicus Partners Headquartered in Beverly Hills, Calif., Nordicus Partners Corporation is a financial consulting company specializing in providing Nordic companies with the best possible conditions to establish themselves in the U.S. market. The Company leverages management's combined 90+ years of experience in the corporate sector, serving in various capacities both domestically and globally. Additionally, Nordicus operates as a business incubator, offering support resources and services such as office space, legal and accounting services, and marketing expertise to facilitate a smooth transition for companies entering the U.S. marketplace. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated July 2, 2024, citing that the Company has an accumulated deficit, net losses, and minimal revenue. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. NORTHVOLT AB: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Northvolt AB. And its affiliates. The committee members are: 1. Ava Investors, SA Rue du Rhone 78. Geneva, Switzerland Representative: Elena Klayn Elena.Klayn@ava-investors.com Phone: +41 79 468 24 05 2. Kataoka Corporation 140 Tsukiyama-cho, Kuze, Minami-ky, Kyoto Representative: Norio Nishi nishi@kataoka-ss.co.jp Phone: +81-75-933-1101 3. LF Co., LTD 11, Igokdong-Ro, Dalseo-Gu, Daegu, Republic of Korea, 42620 Representative: Chaewon Evelyn Lee lchaew@landf.co.kr Phone: +82.10.6454.3379 4. PCS Holding AG Schulstrasse 4 I CH-8500 Frauenfeld, Switzerland Representative: Bettina Iseli bettina.iseli@pcs-holding.ch Phone: +41 52 723 36 14 5. Easpring Technology LTD No. 155 Jincheng Avenue, Jintan District, Changzhou City Representative: Hu Li huli@easpring.com Phone: +86 15201610565 6. RJ & Collab GmbH Gostritzer Str. 65 01217 Dresden, Germany Representative: Sung Yong EUM young-eum@rjncollab.com Phone: + 49 152 2407 6110 7. IMCO Global Public Equity Subco LP 16 York Street, Suite 2400, Toronto, Ontario, Canada M5J 0E6 Representative: Andrew Beamer andrew.beamer@imcoinvest.com Phone: 416-408-4626 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Northvolt AB Northvolt AB was established in 2016 in Stockholm, Sweden. Pioneering a sustainable model for battery manufacturing, the company has received orders from several leading automotive companies. The company is currently delivering batteries from its first gigafactory, Northvolt Ett, in Skelleftea, Sweden and from its R&D and industrialization campus, Northvolt Labs, in Vasteras, Sweden. On Nov. 21, 2024, Northvolt AB and eight affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90577). The cases are before the Honorable Alfredo R. Perez. Northvolt is being advised by Teneo as its restructuring and communications advisor. Kirkland & Ellis LLP, A&O Shearman and Mannheimer Swartling Advokatbyrå AB are serving as legal counsel. The company has also engaged Rothschild & Co to run its marketing process. Stretto is the claims agent. NWFI LLC: Gets Final OK to Use Cash Collateral Until Feb. 7 ----------------------------------------------------------- NWFI, LLC and its affiliates received final approval from the U.S. Bankruptcy Court for the District of Arizona to use cash collateral. The final order signed by Judge Paul Sala extended the use of cash collateral from Dec. 3 to Feb. 7 next year. This authorization may be extended with court approval. Payments made from cash collateral must be consistent with the budget, subject to a 10% gross monthly variance, according to the final order. As adequate protection, PNC Bank, N.A. and Timberland Bank were granted replacement liens on post-petition collateral and their proceeds. In addition, PNC Bank and Timberland Bank will receive monthly interest-only payments of $299.04 and $750, respectively. Payments will start on Dec. 20. About NWFI LLC NWFI, LLC offers customizable pizzas and salads made from scratch using fresh ingredients. NWFI sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-09699) on November 13, 2024, with $500,000 to $100,000 in assets and $1 million to $10 million in liabilities. Doug Doyle, company owner, signed the petition. Andrew A. Harnisch, Esq., at May, Potenza, Baran & Gillespie, P.C. represents the Debtor as legal counsel. OAKLAND PHYSICIANS: Richardo Kilpatrick Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 appointed Richardo Kilpatrick, Esq., at Kilpatrick & Associates, P.C. as Subchapter V trustee for Oakland Physicians Medical Center, L.L.C. Mr. Kilpatrick will be paid an hourly fee of $375 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Kilpatrick declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Richardo I. Kilpatrick, Esq. Kilpatrick & Associates, P.C. 903 N. Opdyke Rd., Ste. C. Auburn Hills, MI 48326 Phone: (248) 377-0700 Fax: (248) 377-0800 Email: rkilpatrick@kaalaw.com About Oakland Physicians Medical Oakland Physicians Medical Center, L.L.C. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-51134) on November 23, 2024, Judge Maria L. Oxholm presides over the case. Robert N. Bassel, Esq. represents the Debtor as legal counsel. ODESSEY CHARTER: Moody's Affirms Ba1 Rating on 2017A/B & 2019 Bonds ------------------------------------------------------------------- Moody's Ratings has affirmed the Ba1 rating on Odessey Charter School Inc., FL's Series 2017A, Series 2017B, and Series 2019, bonds. The school has approximately $26 million in outstanding debt as of fiscal 2024. The outlook is stable. RATINGS RATIONALE The Ba1 rating reflects the K-12 school's steady growth in the scale of its operations to a robust $34 million and enrollment of nearly 2,400 students providing increased operating flexibility. Strong financial operations has resulted in maximum annual debt service coverage of over 3x, liquidity of over 100 days cash on hand and manageable leverage. The school benefits from local operating funds equal to a property tax levy of 1 mill in addition to capital and operating appropriations. The school is on track to meet its fiscal 2025 budget and continues to exhibit strong academics based on state assessments. The school is contemplating an additional debt issuance of an estimated $26 million in fiscal 2025 to be used to expand its facilities. RATING OUTLOOK The stable outlook reflects the school's growing scale of operations, liquidity levels that have strengthened materially and solid operating results. The outlook also incorporates the potential debt issuance in fiscal 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Sustained trend of days cash on hand over 150 days -- Sustained cash to debt ratio of over 20% -- Sustained trend of debt service coverage of over 1.5x, including any additional debt issuance -- Successful, on-time completion of expansion plans FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Liquidity falling below 90 days and coverage levels weakening to below 1.20x -- Leverage increase or liquidity declines that result in cash to debt below 15% -- Enrollment or demand trend weakens considerably LEGAL SECURITY The bonds are a limited obligation of the issuer, The Capital Trust Agency, secured by the issuer's right to receive payments from the borrower, Odyssey Charter School, Inc., a 501(c)(3) corporation, under the loan agreement. The bonds are also secured by a mortgage, under which the borrower has assigned its rights and interests in the mortgaged properties to the trustee for the benefit of bondholders. PROFILE Odyssey Charter School Inc. is a K-12 Charter School in Brevard County, FL (Aa2). It currently has two locations housing three schools. Total enrollment for the 2022-25 academic year was 2,377 students across all campuses. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in April 2024. OUTERSTUFF LLC: S&P Raises ICR to 'B-', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Outerstuff LLC to 'B-' from 'CCC+' because it no longer view the capital structure as unsustainable. At the same time, S&P raised the issue-level rating on the company's $122.1 million senior secured term loan to 'B-' from 'CCC+'. The recovery rating is unchanged at '3', which indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a payment default. The stable outlook reflects S&P's expectation for low-single-digit percentage sales and EBITDA growth and positive FOCF generation in the next 12 months. The upgrade reflects Outerstuff's improved liquidity profile from operating performance growth and S&P's view that its capital structure is no longer unsustainable. Revenue for the last 12 months ended September 2024 improved 10% year over year, driven by year-over-year gains from all major licenses, particularly in the National Football League (NFL), National Basketball Association (NBA) and Major League Baseball (MLB). Adjusted EBITDA for the last 12 months ended September 2024 grew more than 35% year over year, driven by revenue growth and tight expense management. As a result, EBITDA interest coverage improved to the high-1x in the past three quarters from the low-1x at the end of 2023. The company continued to add new licenses in 2024, and in the most recent quarter, it added FIFA rights for the Mass and e-Commerce channels, MLS International rights and adult NFL rights for American Eagle and Zara in the U.S. The company also extended Disney licenses and extended Team USA Adult rights with Fanatics in 2024. Adult-size sales now represent almost 20% of the company's total sales, and presents growth opportunity. S&P said, "We forecast the company's sales and EBITDA to continue to grow, driven by gains from all major licenses and incremental new licenses, and forecast adjusted EBITDA interest coverage to improve modestly to about 2x by the end of 2024 and 2.1x by 2025. Although FOCF has been negative year to date through the third quarter due to increases in receivables, we expect it to improve to breakeven by year-end 2024 as the company collects its receivables and improves working capital in the fourth quarter. We forecast FOCF to improve to about $10 million in 2025 due to working capital improvement from inventory. Therefore, we no longer view Outerstuff's capital structure as unsustainable due to the improved EBITDA interest coverage and our expectation for positive FOCF generation." Liquidity and covenant headroom have improved. At the end of the third quarter, the company had about $68.2 million total liquidity, including $12.7 million of cash on its balance sheet and $55.5 million availability on its $100 million asset-based lending (ABL) revolving credit facility. The company's liquidity meaningfully improved from about $43 million of total liquidity, which included a $30 million common equity that its founder and CEO Sol Werdiger contributed as part of the amend-and-extend transaction in December 2023. This also compares to the minimum liquidity covenant of $10 million the company needs to hold monthly. As of Sept 30, 2024, its covenant EBITDA is more than 70% higher than the $27.25 million minimum EBITDA requirement, which is calculated on a last-12-months basis and tested quarterly. In addition, the credit agreement for the company's ABL revolver includes a minimum fixed-charge coverage ratio (FCCR) of 1x that is tested if the availability under the ABL revolver falls below 15% of the lesser of the borrowing base and aggregate commitments but not less than $10 million. S&P does not expect this covenant to be tested, but if it is, we expect more than 40% cushion under the minimum FCCR in 2025. Management & Governance modifier remains moderately negative. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can affect an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. Our M&G assessment of moderately negative continue to reflect that the company is majority owned by OS Investment Holdings Inc., which is 100% owned by Solomon Werdiger Family Trust. The stable outlook reflects S&P's expectation for low-single-digit percentage sales and EBITDA growth and positive FOCF generation in the next 12 months. S&P could lower our ratings if the company's capital structure became unsustainable and EBITDA interest coverage fell to the low-1x area. This could occur if: -- The company's performance deteriorated due to a loss of a significant licensing agreement or competition. -- The company could not return to positive free cash flow generation because its products fall out of favor, which would lead to concerns about the sustainability of the capital structure. S&P could raise its ratings if the company continued to improve its performance, such that EBITDA interest coverage were sustained above 2x and generated consistent positive FOCF of at least $20 million. This could happen if: -- Demand exceeded S&P's expectation due to new licensing deals, increased distribution, and cost control taking hold; or -- One or more of its minimum revenue guarantee contracts were the renegotiated to lower its fixed obligations. PARTY EMPORIUM: Files Chapter 11 Bankruptcy Protection ------------------------------------------------------ On December 7, 2024, Party Emporium LLC filed Chapter 11 protection in the Western District of Arkansas. According to court documents, the Debtor reports $1,259,574 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Party Emporium LLC Party Emporium LLC is a limited liability company. Party Emporium LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ark. Case No. 24-72049) on December 7, 2024. In the petition filed by Melody Sanford, as managing member, the Debtor reports total assets of $390,191 and total liabilities of $1,259,574. Honorable Bankruptcy Judge Bianca M. Rucker handles the case. The Debtor is represented by: Stanley V. Bond, Esq. BOND LAW OFFICE 525 S. School Ave. Suite 100 Fayetteville, AR 72701 Tel: 479-444-0255 Fax: 479-235-2827 Email: attybond@me.com PORT SAN ANTONIO: Moody's Cuts Issuer Rating to Ba1, Outlook Neg. ----------------------------------------------------------------- Moody's Ratings has downgraded Port Authority of San Antonio, TX's (Port San Antonio) long-term issuer rating to Ba1 from Baa3. The outlook remains negative. RATINGS RATIONALE The downgrade to Ba1 reflects Port San Antonio's capital investment and leverage strategy that has become more aggressive in recent years, with weak projected coverage and liquidity to balance against ongoing tenant renewal and concentration risk, demand risk related to the event center, refinancing risk related to bullet maturities on various loans over the next 6-7 years, and a lack of a debt service reserve fund. The debt service coverage ratio is stable year-over-year at just under 2.0x, according to unaudited results for fiscal 2024 and is budgeted slightly lower at 1.85x in fiscal 2025. Management's forecast shows unrestricted cash falling below $15 million, less than one year of debt service, through fiscal year 2027 based on planned use of cash for capital investment. These spending plans are flexible, so actual cash balances could end higher. Port San Antonio has a strong track record of lease renewals and superior occupancy rates around 94%, including throughout the pandemic and sluggish global return-to-office trends. The Port has a competitive offering and has made significant investments in Class A office real estate. The trend of rental income on a per square footage basis remains positive, especially from office space. Since 2019, Port San Antonio has constructed about 750,000 square feet of space including two new office buildings and a charter school. In addition, the Boeing Center at Tech Port opened in 2022 and is gradually making progress toward self-sufficiency from events, sponsorships, and the food hall. The amenity-rich facility boosts the Port's appeal to tenants but demand risk exposes the Port to more revenue volatility compared to revenue from leases. Another large 300,000 square foot office building has completed the design phase and will proceed depending on pre-leasing activity. The project, known as the Innovation Tower, is estimated around $275 million which would more than double the Port's current amount of debt outstanding. The Port is adjacent to the Lackland Air Force Base and is home to the headquarters of the 16th Air Force (Air Force Cyber). The Port benefits from access to Kelly Field, the longest runway in the region, and a 350-acre railport. Taken together, these factors are major draws for the Port's target industries including aerospace, defense, global logistics, manufacturing, and cybersecurity. Port San Antonio's real estate portfolio consists of offices, warehouses/industrial, workshops, multi-family residential, and a charter school. The top tenants include federal government agencies, The Boeing Company (Baa3 review for downgrade), and Dynasty Acquisition Co., Inc. (StandardAero; Ba3 stable) and each have a long history of operating at the Port and have expanded in recent years. RATING OUTLOOK The negative outlook considers the potential for a significant increase in borrowing if the Innovation Tower moves forward, coupled with expected declines in liquidity. Budgeted fiscal 2025 debt service coverage is about 1.85x, slightly lower than coverage of 1.9x-2.0x from 2023-2024. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Strengthened liquidity to cover at least six months of operations plus 12 months of debt service to cushion heightened demand risk and re-leasing risk -- Cash flow from operations to total debt above 10% -- Greater tenant diversity through additional long-term lease agreements with tenants of good credit quality FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Signs of increasing vacancy or loss of major tenant(s) that significantly reduces revenues -- CFO/debt below 5% or debt service coverage ratios fall below 1.7x after incorporating planned borrowing -- Cash falling below one year of debt service -- Significant additional borrowing for projects with meaningful unleased space or with any signs of weakness in leasing demand LEGAL SECURITY Legal security for the different issuances varies. The various loans are payable from operating revenues of certain property and secured by a mortgage and assignment of the associated lease revenue and are full recourse to the Port. The Texas Military Value Revolving Loan Fund and Bank of San Antonio bonds are payable from general revenues and secured by specific properties and leases. There are no debt service reserve funds associated with any of the issued debt. PROFILE The Port Authority of San Antonio is responsible for the redevelopment of the former Kelly Air Force Base and also tasked with job creation. The air field is owned and operated by the United States Air Force, and the Port has use of the air field via a joint-use agreement. The Port is a component unit of the City of San Antonio. Its 11 member board of directors are appointed by the San Antonio City Council. The 1,900-acre Port San Antonio is the city's largest industrial property and one of the largest commercial/industrial sites in South Texas. Former Air Force Facilities and new construction since the base closure comprise approximately 10 million of leasable space with substantial open acreage available for new development. Leasable space consists of hangars, warehouses, workshops, offices, multi-family residential facilities, and a charter school. The Port is designated as a foreign trade zone. More recently, the Port completed a brand new Boeing Center at Tech Port, which is centrally located on the Port campus and consists of an e-sports/technology arena; a technology museum with an adjoining technology showroom; a collaborative maker/tech-transfer laboratory; a food hall; and an integrated classroom training and meeting space. The Port has over 80 public and private tenants that employ about 18,000 people on campus. The Port is home to the Lackland Annex which houses the headquarters of various Air Force agencies. Approximately half of the employment base at the port consists of uniformed and civilian Air Force personnel. The Port's industrial airport, Kelly Field, has the longest runway in the region with 24/7 access capable of project and heavy-lift cargo. The Air Force still owns and operates the runway, but it is accessible to the Port's tenants through a shared-use agreement with the US Department of Defense. In addition to the main campus, the Port operates an adjacent 350-acre railport that serves energy, manufacturing, transloading, warehousing, recycling, ground transportation and other sectors. The majority of the cargo includes drilling equipment and supplies, especially frac sand used in the nearby Eagle Ford Shale. METHODOLOGY The principal methodology used in this rating was Generic Project Finance published in October 2024. PRA GROUP: Moody's Affirms 'Ba2' CFR, Outlook Remains Negative -------------------------------------------------------------- Moody's Ratings has affirmed PRA Group, INC.'s Ba2 Corporate Family Rating and its Ba3 senior unsecured and backed senior unsecured debt ratings. The issuer outlook remains negative. RATINGS RATIONALE The affirmation of the Ba2 CFR reflects several factors, notably a re-assessment of the applicable operating environment within which PRA operates as a dedicated debt purchaser and debt collector, as well as the company's overall satisfactory performance against the backdrop of the highly cyclical and challenging operating environment. Similar to other debt purchasing and debt collection companies PRA's CFR is constrained by the operating environment score, which Moody's have lowered for all rated debt purchasing companies to B1. PRA's applicable operating environment score was Ba2 previously. The change reflects Moody's view that the sector is highly cyclical, sensitive to the availability of nonperforming loans, and affected by changes in collection patterns through economic cycles. During periods of the credit cycle with high interest rates, access to capital and cost of capital can represent material challenges as the debt purchasing business is capital and technology intensive, while low availability of nonperforming loan supply results in highly competitive pricing, thus significantly affecting the profitability of debt purchasers. At the same time, the affirmation of the Ba2 CFR takes into account PRA's recovering profitability, moderate leverage and solid liquidity and funding. Moody's expect PRA to more effectively capitalize on opportunities in nonperforming loan portfolio purchases in both the USA and European markets levering its strategic focus across the Atlantic, thereby strengthening profitability and improving cash flows. PRA reported a net income of USD66 million and a Net Income over Average Managed Assets (NI/AMA) ratio of 1.9% as of Q3 2024 versus a loss of USD61 million and a NI/AMA ratio of -1.9% a year ago. Further, the Ba2 CFR considers PRA's solid liquidity with abundant availability under its Revolving Credit Facilities (RCF) and laddered debt maturities, with no material near-term obligations due. To note that PRA has extended the maturity of its North America and UK RCF to October 2029 from July 2026 while its European facility is due in November 2027. The Ba3 rating of PRA's senior unsecured notes reflects their priorities of claims and asset coverage in the company's current liability structure. OUTLOOK The negative outlook reflects PRA's weak cash flow generation, limited track record of strengthened profitability and its high reliance on secured credit facilities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade is unlikely given the negative outlook. The outlook could be revised to stable if PRA significantly improves its cash flow, furthers its profitability, and at least maintains moderate leverage. PRA's ratings could be downgraded if its weak cash flow generation does not improve during the outlook period and if its leverage increases to above 3x, or its interest coverage materially deteriorates on a sustained basis. PRA's ratings will be downgraded if the firm does not refinance due bonds at least a year before its maturity, and if it does not extend its due facilities at least 18 months prior to their due dates. PRA's debt ratings will be downgraded if the firm does not reduce its reliance on credit facilities, which would imply higher potential losses for its bondholders. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies published in July 2024. PRECISION SWISS: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Precision Swiss Products, Inc. The committee members are: 1. Visio Investment Group, LLC Theodore (Ted) Torres Pena 1951 Avenida Joaquin Encinitas, CA 92024 Phone: (760) 715-1818 Email: tedpena@thevisiogroup.com 2. Nighthawk Technologies Michael Friedman 1709 Knollfield Way Encinitas, CA 92024 Phone: (760) 445-1664 Email: michael.friedman@nighthawk-tech.com 3. David M. Bluhm Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Precision Swiss Products Precision Swiss Products, Inc., a company in Milpitas, Calif., filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 24-51678) on November 4, 2024, with $10 million to $50 million in both assets and liabilities. Norbert Kozar, chief executive officer, signed the petition. Judge M. Elaine Hammond oversees the case. Chris Kuhner, Esq., at Kornfield, Nyberg, Bendes, Kuhner & Little P.C., represents the Debtor as legal counsel. PRETIUM PKG: DoubleLine ISF Marks $960,000Loan at 59% Off --------------------------------------------------------- DoubleLine Income Solutions Fund has marked its $960,000 loan extended to Pretium PKG Holdings, Inc to market at $388,800 or 41% of the outstanding amount, according to a disclosure contained in DoubleLine ISF's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. DoubleLine ISF is a participant in a Senior Secured Second Lien Term Loan to Pretium PKG Holdings, Inc. The loan accrues interest at a rate of 12.33% (3 Month term SOFR US+ 6.75%, .50% Floor) per annum. The loan matures on October 1, 2029. DoubleLine YOF was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended and originally classified as a non-diversified fund. The Fund is currently operating as a diversified fund. DoubleLine YOF is led by Ronald R. Redell, President and Chief Executive Officer; and Henry V. Chase, Treasurer and Principal Financial and Accounting Officer. The Fund can be reach through: Ronald R. Redell President and Chief Executive Officer c/o DoubleLine Capital LP 2002 North Tampa Street, Suite 200 Tampa, FL 33602 Tel. No.: (813) 791-7333 Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. PROS HOLDINGS: Appoints John Strosahl to Board of Directors ----------------------------------------------------------- PROS Holdings, Inc. announced the appointment of John Strosahl to its Board of Directors effective December 2, 2024. Strosahl joins the Board as an independent director.  An accomplished executive, Strosahl brings to the Board more than 20 years of executive management and business development experience. He is highly skilled in driving expansion and revenue growth globally for B2B and B2C organizations spanning SaaS, eCommerce, Cloud and Web Services. Strosahl currently serves as CEO of Jamf, the market leader in Apple device management and security. He has held numerous executive positions within the company since joining in 2015. Prior to his time at Jamf, Strosahl led eBay's B2C business in North America. He also spent 10 years at Digital River where he served as EVP and General Manager of the Commerce Business Unit, and SVP and GM of Europe. "John is a fantastic addition to the PROS Board," said Bill Russell, PROS Non-Executive Chairman. "His perspective and experience in driving sustainable revenue strategies will be invaluable in supporting our plans to create long-term value for our shareholders." "We are honored to welcome John to the PROS Board," said PROS President and CEO Andres Reiner. "John's invaluable career experience spanning digital sales and ecommerce for both B2B and B2C organizations globally will be instrumental in driving our vision to optimize every shopping and selling experience." "I am excited to join the PROS Board and contribute to its next phase of growth," said Strosahl. "PROS is a pioneer in AI and continues to push the boundaries on innovation to capitalize on the market opportunities presented by businesses embracing digital and self-serve sales motions. I look forward to collaborating with a talented team to deliver sustainable, impactful outcomes for all stakeholders." About PROS Holdings Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO), is a provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. As of June 30, 2024, PROS Holdings had $384.9 million in total assets, $467.9 million in total liabilities, and $83 million in total shareholders' deficit. * * * Egan-Jones Ratings Company, on August 22, 2024, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by PROS Holdings, Inc. PROVIDENT GROUP: S&P Affirms 2022A Senior Hotel Revenue Bonds 'BB' ------------------------------------------------------------------ S&P Global Ratings affirmed the 'BB' rating on Provident Group Falcon Properties LLC's (PGFP) series 2022A senior hotel revenue bonds, issued through the Phoenix Industrial Development Authority. The rating reflects the hotel's strong advantages on securing demand from events associated with U.S. Air Force Academy (USAFA) and defense contractors given its proximity to USAFA campus, while facing potential fierce competition for leisure demand against local peers. Sufficient liquidity and cash trapping are also key factors that support the 'BB' rating. S&P said, "Our updated forecast includes a sufficient buffer for the current rating, with revised occupancy at 59.1%, average daily rate (ADR) at $260.9, and gross operating profit (GOP) margin at 25.4% under our base-case scenario for 2025. "The stable outlook reflects that the project's coverage cushion remains in line with 'BB' rating with our updated base-case forecast. Currently, we expect the project to generate a revenue per available room (RevPAR) of $154.2 in its first full opening year and a minimum senior debt service coverage ratio (DSCR) of 1.27x in 2025 and median of 1.43x, and to maintain current liquidity level as it starts operations. "We assigned a recovery rating of '3' (50%), reflecting our expectation of meaningful recovery in an event of default." PGFP owns the U.S. Air Force Academy (USAFA) hotel (Hotel Polaris), a 375-key, nine-story conference event center hotel. Under the operating agreement, CoralTree Hospitality operates the hotel, which opened in November 2024. The hotel is located at the north entrance to the Air Force Academy north of Colorado Springs, Colo. PGFP has entered into a contract with Matthews Southwest Hospitality Colorado Springs LLC as project developer, BLUR Workshop as architect, and GE Johnson as the design builder (construction contractor). The 'BB' rating reflects the hotel's strong advantages on securing demand from USAFA and military events given its proximity to USAFA campus and potentially fierce competition for leisure demand against local peers. Hotel Polaris, named after the Polaris star, which is the symbol that represents the spirits of U.S. Air Force, officially opened in early November 2024. Finished with a modern and Air Force themed design with upper-upscale standard, the hotel is currently in its ramp-up phase, during which S&P typically monitor how the hotel achieves the proposed value proposition. Group bookings, anticipated to be around 50% of total room demand, will be fundamental to this hotel's operations. The primary group demand drivers of this hotel will be the events and conferences associated with the adjacent USAFA campus. Based on the current group pace report, the hotel budgeted over 42,000 group room nights for 2025 (equivalent to 31% group occupancy) and has now secured around 35% in its definite bookings. Most of the definite bookings are corporate groups of defense contractors and events associated with USAFA (including graduation, parent sessions, reunions, and sports games) in the first through third quarters of 2025. Average lead time to secure group bookings is typically six to eight months and the hotel is consistent with this industry norm according to the group pace report, which has most of group bookings before September 2025. Reunions, which are anticipated to generate high group demand, are scheduled from September to November 2025 and are expected to fill in the gap. Therefore, S&P believes the value of proximity to the USAFA campus is the key advantage for the hotel's targeted groups, and that the hotel is on track to achieve its budgeted group occupancy for 2025. Transient demand, on the other hand, is subject to fierce competition with local competitors. Most of the local comps are located south of Hotel Polaris (up to a 25-minute driving distance) and closer to leisure attractions (e.g. parks). S&P anticipates realistic challenges for Hotel Polaris to compete with local peers for transient demand. Management's budgeted transient occupancy is 35% for 2025. Historically, average transient occupancy was around 47% for upper-upscale comps and around 33% for resort/luxury comps. S&P does not currently expect the budgeted transient occupancy is achievable for 2025. S&P said, "Our updated forecast builds sufficient buffer that supports the 'BB' rating, with revised occupancy, ADR, and costs assumptions. Given our view of Hotel Polaris demand, we revised down our base-case occupancy to 59.1% by haircutting 5% on group occupancy and 15% on transient occupancy of management's 2025 budget. The 5% reflects our buffer of base case and our comfort level of the hotel's group strength but also considers that 2025 is the first year the hotel is operating. The 15% represents realistic challenges and competition for transient demand for this hotel in the local Colorado Springs market. We also extended our ramp-up to five years in base case versus three years in prior base case, reflecting a longer ramp-up to achieve stabilized 67% occupancy in 2029. The hotel's pricing strategy is to charge premium over the local upper-upscale full-service hotels that are priced around $200 ADR. S&P said, "Management's 2025 budgeted ADR is at $267, materially higher than our existing base case of $227. Given that the ADR on the book for transient guests is around $435 and for group guests $207, we believe the management budget is achievable. However, we assume our base case ADR at $261 for 2025, about 3% below management budget, growing at S&P CPI annually." As a product of occupancy and ADR, our recommended base case RevPAR arrives at $154 for 2025. This is higher than S&P's existing base case of $147 due to revised occupancy and ADR assumption. S&P said, "We refined our revenues and expenses forecast based on management budget for 2025, which leads to a reduction on GOP margin to 25.4% from 40.1% in 2025. This is primarily due to cost escalation on food and beverages expense and most of the undistributed operating expenses. We expect the GOP margin to achieve stabilization at 37.3% in 2029. We would also actively monitor the assessment of payment in lieu of taxes (PILOT) and insurance expense given that we anticipate sizable increases over our original base case for 2025." Sufficient liquidity and cash trapping are also key factors that support the 'BB' rating. Currently, the project has a fully funded 12-month DSRA ($9.33 million) and a $3.76 million operating reserve. The total of these reserves is about $13.08 million, all of which can be used to cover debt service shortfall if needed and is equivalent to around two years of debt service. In addition, the project has around $2.8 million in its operating account to cover expenses in advance of revenues being deposited. The project also has a closed-loop cash flow waterfall, in which the money will be kept in the structure and can only be released to pay costs and debt service payments or fund reserves if there is shortfall first, then prepay subordinated or junior debt as early redemption. S&P views this reserving mechanism to trap cash within the project's structure as positive compared with a structure that distributes excess cash. The project also has a $6 million guaranty account backed by letter of credit posted by USAFA's Association of Graduates. The guaranty account could be used to cover debt service shortfall when all other available reserves are exhausted. S&P said, "The stable outlook reflects that the project's coverage cushion remains in line with the 'BB' rating in our updated base-case forecast. Currently, we expect the project to generate RevPAR of $154.2 and GOP margin of 25.4% in its first full opening year, and a minimum senior DSCR of 1.27x in 2025 and median of 1.43x, and maintain current liquidity level as it starts operations. "We could lower the rating if we believe the hotel is unable to attract sufficient demand either due to increased competition or an economic slowdown, or if operating costs (including PILOT and insurance payments) could increase significantly, leading to the project failing to achieve a projected minimum DSCR of 1.25x or above. We could also lower the rating liquidity drops materially below current level. "We could consider a higher rating if the hotel demonstrates a track record of DSCR consistently approaching 2.0x and outperforms our forecast while maintaining liquidity and resilience level under our operations downside scenario." PROVISION BREAD: Continued Operations to Fund Plan Payments ----------------------------------------------------------- Provision Bread & Bakery, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a Subchapter V Plan of Reorganization dated November 14, 2024. Provision started as an idea as a part of a coffee shop in 2020. The Debtor operated within Switchback Coffee Roasters -- Hillside and began the baking journey with just cookies and scones and provided a small amount to local guests. The Debtor also began operating a wholesale journey where it sells bread and pastries to local coffee shops and restaurants. The Debtor buys nearly all its ingredients from local farms. In July of 2023, the Debtor opened fully with both retail and wholesale operation. In the first nine months was hard as is for most businesses, but upon transition of one head baker to another in March 2024, the Debtor has seen amazing gains in profit. The bankruptcy filing was prompted due to its cash flow being unable to meet its current debt obligations, including an expensive merchant advance loan. Much of the Debtor's problems originated from inflation from the Covid pandemic. A restructuring of the Debtor's debt will allow it to operate profitably. The Debtor scheduled a number of unsecured pre-petition debts. At least one of the unsecured creditors have filed Proofs of Claims. The bar date for filing Proofs of Claims against the Debtor's estate was October 28, 2024. To the extent that a creditor files a Proof of Claim, the amount of the Claim as filed in the Proof of Claim will be used. Exhibit A shows total general unsecured claims in the amount of $545,216.37 having been asserted against the estate. Class 3 consists of general unsecured creditors of the Debtor who hold Allowed Claims. Holders of Class 3 Allowed Claims shall share on a Pro Rata basis monies deposited into the Unsecured Creditor Account as set forth herein. Upon the first full month following the Effective Date of the Plan and every month until Administrative Claims are paid in full and then for the remainder of the Term of the Plan the Debtor will every month in accordance with the terms of this Plan deposit for the five year Term of the Plan: (a) during the first year of the Plan $280.88; (b) during the second year of the Plan $1,250.49; (c) during the third year term of the Plan $3,022.86; (d) during the fourth year of the Plan $3,636.12 and (e) during the fifth year of the Plan $3,826.05. At the end of each calendar quarter, the balance of the Unsecured Creditor Account will be distributed to the holders of Allowed Administrative Claims on a Pro Rata basis until such time as all holders of Allowed Administrative Claims have been paid in full, and then will be distributed to Class 1 until paid in full and then to Class 3 general unsecured creditors that hold Allowed Claims on a Pro Rata basis. All funds recovered by the Debtor on account of Avoidance Actions shall be distributed to Allowed Administrative Claims until paid in full and then to Class 6, net of attorneys' fees and costs. Whether or not the Debtor pursues any Avoidance Actions shall be up to the Debtor and the decision to pursue such claims shall be discretionary with the Debtor. Class 4 includes the Interests in the Debtor, which Interests are unimpaired by the Plan. Upon confirmation of the Plan, all Class 4 Interest holders will retain their ownership Interests in the Debtor. The Debtor believes that the Plan, as proposed, is feasible. The funding for the Plan will come from the Debtor's continued operations. As detailed in the Projections, the Debtor will have sufficient cash on hand and profits during the term of the Plan to satisfy its Plan obligations. The Projections show the Debtor will have sufficient income to satisfy the payment to creditors during years one through five of the Plan term after meeting its other expenses. A full-text copy of the Plan of Reorganization dated November 14, 2024 is available at https://urlcurt.com/u?l=Vr414I from PacerMonitor.com at no charge. Counsel to the Debtor: Aaron A. Garber, Esq. Wadsworth Garber Warner Conrardy, PC 2580 West Main Street, Suite 200 Littleton, CL 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: agarber@wgwc-law.com About Provision Bread & Bakery Provision Bread & Bakery, LLC, started as an idea as a part of a coffee shop in 2020. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-14823) on Aug. 19, 2024, with as much as $1 million in both assets and liabilities. Judge Michael E. Romero oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, PC, serves as the Debtor's legal counsel. PT PAN BROTHERS: Nears Completion of $537-Mil. Debt Restructuring ----------------------------------------------------------------- Harry Suhartono and Chandra Asmara of Bloomberg News report that PT Pan Brothers is close to finalizing its $537 million debt restructuring after seven months of discussions with creditors, according to sources familiar with the situation. The company is aiming to avoid becoming the second Indonesian apparel manufacturer to go bankrupt this 2024, the report relates. Creditors are set to vote on Wednesday, December 18, 2024, on the most recent restructuring proposal, worth 8.6 trillion rupiah ($537 million), as reported by Bloomberg News. The vote, initially scheduled for last month, was postponed due to objections from certain creditors, including SC Lowy, who sought better terms, according to the sources. About PT Pan Brothers PT Pan Brothers is a garment manufacturer, conducting business operations in Indonesia, Singapore and other countries. The Debtor is incorporated in Indonesia, having been founded in 1980 and listed on the Indonesian stock exchange since 1990. The corporate members of the Pan Brothers Group specialize in the manufacturing of outdoor functional and performance apparel, as well as sport-inspired and premium lifestyle apparel from woven, knit, technical nylon, natural-down, and GORE-TEX materials. PT Pan Brothers sought relief under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10136) on February 4, 2022. Honorable Bankruptcy Judge Martin Glenn oversees the case. Foreign Representative: Geoffrey David Simms c/o PT AJCapital Advisory 88@Kasablanka Office Tower A, 22nd Floor Jl Casablanca Raya Kav. 88 Jakarta 12870 Indonesia Foreign Representative's Counsel: Frank Grese, Esq. Richard Solow, Esq. BAKER & MCKENZIE LLP 425 Fifth Avenue New York, NY 10018 Tel: 212-626-4100 Fax: 212-310-1600 Email: frank.grese@bakermckenzie.com richard.solow@bakermckenzie.com - and - Mark D. Bloom, Esq. BAKER & MCKENZIE LLP 1111 Brickell Avenue, Suite 1700 Miami, Florida 33131 Tel: (305) 789-8900 Fax: (305) 789-8953 Email: mark.bloom@bakermckenzie.com QBS PARENT: Moody's Withdraws 'Caa1' CFR Following Debt Repayment ----------------------------------------------------------------- Moody's Ratings withdrew all of QBS Parent, Inc's (Quorum) ratings, including its Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, and B3 backed senior secured first lien revolving credit facility and backed senior secured first lien term loan ratings. The outlook was changed to rating withdrawn from stable. The withdrawals follow a refinancing and repayment of its outstanding debt. RATINGS RATIONALE Quorum has fully repaid its senior secured revolving credit facility and term loan. All of Quorum's ratings have been withdrawn because its rated debt is no longer outstanding. Headquartered in Houston, Texas, Quorum is a software development and consulting company that designs, develops, implements, and supports ERP software solutions to companies in the North American energy industry. The company is owned by affiliates of Thoma Bravo. R.A.I. INC: Seeks Continued Cash Collateral Access -------------------------------------------------- R.A.I, Inc. asked the U.S. Bankruptcy Court for the District of Colorado for authority to continue using cash collateral and provide adequate protection. The company has been using cash collateral to fund its operations and now seeks court approval to continue using this cash collateral for another six months. It has provided a detailed budget outlining how the cash collateral will be used. The company argues that the continued use of cash collateral is necessary to ensure the successful reorganization of the business. As previously reported by the Troubled Company Reporter, in consideration of its consent to the company's continued use of cash collateral, the company agreed to make adequate protection payments to Mountain Valley Bank in the amount of$4,000 per month on the first day of each month for so long as the company is authorized to use cash collateral. As adequate protection, Mountain Valley Bank was granted an automatically perfected, first priority lien and security interest in cash collateral including, but not limited to, all accounts, contract rights and accounts receivable generated by the company post-petition. Mountain Valley Bank was granted a superpriority administrative claim pursuant to 11 U.S.C. Sections 361(2), 363(c)(2), 364(d)(1), 503(b)(1), and 507(b) to the extent the company's use of cash collateral results in a decrease in the value of Mountain Valley Bank's interest in cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=cEhkg1 from PacerMonitor.com. About RAI Inc. RAI Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-16014) on December 28, 2023. In the petition signed by Scott Owens, general manager, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Joseph G. Rosania, Jr. oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., represents the Debtor as legal counsel. RDB MANAGEMENT: Kevin Neiman Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 19 appointed Kevin Neiman as Subchapter V trustee for RDB Management, LLC. Mr. Neiman will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Neiman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Kevin S. Neiman 999 18th Street, Suite 1230 S Denver, CO 80202 Tel: (303) 996-8637 Fax: (877) 611-6839 Email: trustee@ksnpc.com About RDB Management RDB Management, LLC provides personalized in-home care and is especially skilled in consulting with families about Long-Term Care insurance (LTCi) policies and identifying other funding sources that cover the costs of in-home care. RDB Management filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-16998) on Nov. 22, 2024, with $201,342 in assets and $2,481,528 in liabilities. Richard Babcock, manager, signed the petition. Judge Michael E. Romero oversees the case. Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC serves as the Debtor's counsel. RED CAT: Appoints Geoffrey Hitchcock as Chief Revenue Officer ------------------------------------------------------------- Red Cat Holdings Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on November 25, 2024, George Matus, its Chief Technology Officer and CEO of its subsidiary, Teal Drones, Inc., gave notice that he will be leaving his position in 30 days. On November 27, the Company appointed Geoffrey Hitchcock as its new Chief Revenue Officer. Geoffrey Hitchcock, age 62, has served as the General Manager of our subsidiary Teal Drones, Inc. since March of 2024. Previously, since September of 2021, he has served as the Senior Vice President for Global Defense Solutions at Red Cat Holdings, Inc. Prior to joining Red Cat, Mr. Hitchcock served as Vice President for Sales and Business Development at Vantage Robotics, a supplier of military and commercial UAVs and UAV equipment, from April of 2021 through August of 2021. At Vantage Robotics, he was responsible for establishing U.S. government and international business relationships with a focus on penetrating new market segments to support sales growth. From April of 2017 to April of 2021, Mr. Hitchcock was Director of International Business Development at AeroVironment, a leading manufacturer of uncrewed aircraft systems, unmanned aerial vehicles, and loitering munition systems. From October of 2004 to April of 2017, he was Director of Flight Operations at AeroVironment. Prior to entering the private sector, Mr. Hitchcock served for twenty-two years in the U.S. Air Force, where he served as the UAV Subject Matter Expert for the Air Force Special Operations Command from January of 2003 to October of 2004. His earlier roles in the Air Force included serving as the Operations Superintendent for the 720th Special Tactics Group, the Operations Superintendent for the 21st Special Tactics Squadron, and as part of the 24th Special Tactics Squadron of the Joint Special Operations Command. Mr. Hitchcock holds a B.S. in Aeronautics from Embry Riddle Aeronautical University and an Associate degree in Airway Science from the Community College of the Air Force. Mr. Hitchcock will serve under an Executive Employment Agreement. The Agreement, which is deemed retroactively effective as of October 1, 2024, runs for a period of two years and will automatically renew for successive one year additional terms unless either party provides notice that it intends not to renew the Agreement at least three months prior to the expiration of the initial term or any renewal term, as applicable. Mr. Hitchcock's base salary under the Agreement will be $230,000 per year, subject to adjustment by the Compensation Committee of its Board of Directors as provided therein. For each fiscal year of Mr. Hitchcock's service under the Agreement, he will be eligible to earn and receive an annual bonus the of up to $175,000, in addition to the base salary, to be paid in cash or stock, as reasonably determined by our Compensation Committee. The Company's CEO, in consultation with the Compensation Committee, will define a set of goals and objectives, which may be quantitative as well as qualitative in nature, to be achieved by Mr. Hitchcock in order to earn an Annual Bonus. Subject to cash availability, the earned portion of the Annual Bonus will be paid within 45 days after the CEO's determination of the degree to which the relevant targets have been met. Mr. Hitchcock's attainment of any financial targets associated with any bonus shall not be determined until after completion of our annual audits and public disclosure of the relevant financial results. Mr. Hitchcock must remain employed through the date of payment of the Annual Bonus in order to earn and receive the Annual Bonus. Under the Agreement, Mr. Hitchcock will receive an initial equity award in the amount of 575,000 shares of the Company's common stock to be granted under our 2024 Omnibus Equity Incentive Plan. 50,000 of the shares are vested upon grant, with the remainder of the shares to vest in equal installments of 262,500 shares each on October 1 of 2025 and 2026. Upon termination of Mr. Hitchcock's employment for any reason, he shall be entitled to: (A) all unpaid base salary earned through the termination date; (B) all accrued but unused vacation time (if any); (C) reimbursement of all reasonable business expenses that were incurred but unpaid as of the termination date; and (D) all vested benefits and unpaid amounts that were earned pursuant to the Agreement. In the event that Mr. Hitchcock's employment is terminated by us without Cause, or by Mr. Hitchcock with Good Reason, he will also be entitled to: (A) twelve months of his Base Salary; (B) accelerated vesting of the unvested time-based vesting portion of any outstanding share awards; and (C) continuation coverage under the Company's group health plans as permitted by COBRA. Mr. Hitchcock's annual bonus, and any other stock based or incentive compensation awards, shall be subject to the Company's compensation claw-back policy. About Red Cat Holdings Inc. Red Cat (Nasdaq: RCAT) -- http://www.redcatholdings.com-- is a drone technology company integrating robotic hardware and software for military, government, and commercial operations. Red Cat's solutions are designed to "Dominate the Night" and include the Teal 2, a small unmanned system offering the highest-resolution thermal imaging in its class. * * * This concludes the Troubled Company Reporter's coverage of Red Cat Holdings Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. REDTAIL POWER: Seeks Cash Collateral Access ------------------------------------------- Redtail Power Equipment, 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 a Chapter 11 plan, whichever is earlier. The company requires the use of cash collateral for payment of all other ongoing operating expenses including future payroll expenses and owner draws, if any. Caterpillar Financial Services Corp., Wells Fargo Equipment Finance, Inc., PACCAR Financial Corp., and Komatsu Financial LP assert an interest in the company's cash collateral. On the date of the petition, the company's cash collateral was estimated to be valued at $77,388. As adequate protection for the company's use of the cash collateral, secured creditors will be granted replacement liens in the company's post-petition cash, accounts receivables, and their proceeds, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by secured creditors as of the petition date, limited to the amount of any cash collateral of secured creditors as of the petition date, to the extent that any cash collateral of secured creditors is actually, used by the company. A court hearing is set for Dec. 20. About Redtail Power Equipment, LLC Redtail Power Equipment, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-13004) on November 22, 2024. In the petitition signed by Derick Williams, managing member, the Debtor disclosed up to $2,156,173 in total assets and $2,392,419 in total liabilities. Judge Timothy W Dore oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as bankruptcy counsel. REGIS UNIVERSITY: Moody's Cuts Issuer & Revenue Bond Ratings to Ba3 ------------------------------------------------------------------- Moody's Ratings has downgraded Regis University's (CO) issuer and revenue bond ratings to Ba3 from Ba1. As of fiscal 2024, the university had $72 million in total adjusted debt outstanding. The outlook is negative. The downgrade of the ratings to Ba3 reflects the university's continued difficult student market position and deficit operations expected through at least fiscal 2025. Highly competitive conditions resulted in continued lower enrollment levels, marking a 40% decline in total full-time equivalent students over the past decade. Further, as a result of strained operations, liquidity has continued to weaken over the past few years and is at a 10-year low. Social considerations are a key driver of this rating action, as heightened competition and evolving consumer trends factor into sustained erosion in net tuition revenue. Governance is also a key driver as the implementation of management's strategic plans will require time to yield results and balanced operations may be challenging to achieve. RATINGS RATIONALE The Ba3 issuer rating is supported by the University's good scale relative to peers, seasoned financial management team, and relatively manageable debt levels. The university benefits from a somewhat flexible operating budget, with the ability to adjust expenses to match revenues aligned with its rolling enrollment deadlines. Declining enrollment and weak budget performance will continue to pressure the university's operating margins and will likely further pressure liquidity. Strengthening student demand and increasing net tuition revenue along with effectively managing operating expenses will be critical to achieving balanced operations in the near term. The downgrade of the revenue bond rating is based on the issuer rating and the general obligation characteristics of the debt. RATING OUTLOOK The negative outlook incorporates Regis' ongoing student demand challenges and the potential for further credit deterioration if deficit operations and liquidity declines continue. The outlook also incorporates the absence of new debt. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Material and sustained growth in financial reserves and liquidity to above $200 million in cash and investments -- Strengthened operations that result in debt service coverage over 1.2x over a sustained period -- Increased student demand that results in material and consistent growth in net tuition revenue FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to achieve balanced operating performance in fiscal 2026 and beyond -- Further decline in liquidity translating to less than 50 monthly days cash on hand -- Inability to stabilize enrollment and net tuition revenue -- Material additional debt without commensurate growth in financial resources or operating performance improvement LEGAL SECURITY The Series 2016 bonds are a general obligation of the university with a security interest in Gross Revenues, which include tuition and fees, unrestricted gifts, and other unrestricted revenue. There is also a mortgage security interest for approximately 54.5 acres, a large portion of the main campus in Denver. The Series 2016 bonds have one financial covenant, which requires net income available for debt service to be at least 120% of maximum annual debt service (MADS). This covenant requirement was waived through fiscal 2024, following approval from bondholders. As part of the waiver agreement, the university established and maintains a special reserve fund, held with the trustee, as added security for bondholders. The trustee will hold this reserve fund until the university obtains written certification that the financial covenant has been met. The Series 2022 revenue bonds were privately placed and are on parity with the Series 2016 bonds and subject to the same financial covenants. The Series 2018A Promissory Notes are privately placed and have a subordinate security interest in gross revenues. The Notes do not have a mortgage security interest. PROFILE Regis University, CO is a moderately sized Jesuit Catholic, private, not-for-profit university located in Denver, CO. In fiscal 2024, Regis generated operating revenue of $114 million and enrolled 3,855 full-time equivalent (FTE) students as of fall 2024. METHODOLOGY The principal methodology used in these ratings was Higher Education published in July 2024. REKOR SYSTEMS: Anne Townsend Quits From Board of Directors ---------------------------------------------------------- Rekor Systems, Inc., reported in a Form 8-K filed with the Securities and Exchange Commission that effective Nov. 12, 2024, Anne Townsend voluntarily resigned from her position as a member of the board of directors of the Company in order to pursue personal commitments. Ms. Townsend did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. The Company thanks Ms. Townsend for her service on the Board. About Rekor Systems Rekor Systems, Inc., headquartered in Columbia, Md., is working to revolutionize public safety, urban mobility, and transportation management using AI-powered solutions designed to meet the distinct demands of each market it serves. The Company works hand-in-hand with its customers to deliver mission-critical traffic and engineering services that assist them in achieving their goals. The Company's vision is to improve the lives of citizens and the world around them by enabling safer, smarter, and greener roadways and communities. The Company works towards this by collecting, connecting, and organizing mobility data, and making it accessible and useful to its customers for real-time insights and decisioning for situational awareness, rapid response, risk mitigation, and predictive analytics for resource and infrastructure planning and reporting. East Hanover, N.J.-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company has incurred significant losses and may need 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. REKOR SYSTEMS: Incurs $12.65 Million Net Loss in Third Quarter -------------------------------------------------------------- Rekor Systems, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $12.65 million on $10.55 million of revenue for the three months ended Sept. 30, 2024, compared to a net loss of $10.57 million on $9.12 million of revenue for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss of $41.06 million on $32.75 million of revenue compared to a net loss of $34.36 million on $23.87 million of revenue for the same period during the prior year. As of Sept. 30, 2024, the Company had $101.20 million in total assets, $60.86 million in total liabilities, and $40.33 million in total stockholders' equity. Rekor Systems stated, "Based on the Company's current business plan assumptions and the expected cash burn rate, the Company believes that the existing cash is insufficient to fund its current level of operations for the next twelve months following the issuance of these unaudited condensed consolidated financial statements. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. "The Company is actively monitoring its operations, cash on hand and working capital. The Company is currently in the process of reviewing and exploring external financing options in order to sustain its operations. If additional financing is not available, the Company also has contingency plans to continue to reduce or defer expenses and cash outlays in the look-forward period." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1697851/000143774924035319/rekr20240930_10q.htm About Rekor Systems Rekor Systems, Inc., headquartered in Columbia, Md., is working to revolutionize public safety, urban mobility, and transportation management using AI-powered solutions designed to meet the distinct demands of each market it serves. The Company works hand-in-hand with its customers to deliver mission-critical traffic and engineering services that assist them in achieving their goals. The Company's vision is to improve the lives of citizens and the world around them by enabling safer, smarter, and greener roadways and communities. The Company works towards this by collecting, connecting, and organizing mobility data, and making it accessible and useful to its customers for real-time insights and decisioning for situational awareness, rapid response, risk mitigation, and predictive analytics for resource and infrastructure planning and reporting. East Hanover, N.J.-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company has incurred significant losses and may need 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. RESHAPE LIFESCIENCES: Fails to Meet Nasdaq Listing Requirement -------------------------------------------------------------- ReShape Lifesciences Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a written notice from the Listing Qualifications department of the Nasdaq Stock Market indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2.5 million in stockholders' equity for continued listing. As of September 30, 2024, the Company's stockholders' equity was $1,487,000. Under the Nasdaq Listing Rules the Company has 45 calendar days to submit a plan to regain compliance. If the Company's plan is accepted, the Nasdaq Staff can grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. The Company intends to actively monitor its performance with respect to the listing standards and will consider available options to resolve the deficiency and regain compliance with the Nasdaq rules. About ReShape Lifesciences ReShape Lifesciences Inc. (Obalon Therapeutics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. ReShape Lifesciences reported a net loss of $11.38 million for the year ended Dec. 31, 2023, compared to a net loss of $46.21 million for the year ended Dec. 31, 2022. As of June 30, 2024, ReShape Lifesciences had $6.4 million in total assets, $3.4 million in total liabilities, and $3.04 million in total stockholders' equity. Irvine, California-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and negative cash flows. The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue. This raises substantial doubt about the Company's ability to continue as a going concern. RG AVIATION: Holly Miller Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Holly Miller, Esq., at Gellert Scali Busenkell & Brown, LLC as Subchapter V trustee for RG Aviation, LLC. Ms. Miller will be paid an hourly fee of $425 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Miller declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Holly S. Miller, Esq. Gellert Scali Busenkell & Brown, LLC 1628 John F. Kennedy Boulevard, Suite 1901 Philadelphia, PA 19103 Telephone: (215) 238-0012 Facsimile: (215) 238-0016 Email: hsmiller@gsbblaw.com About RG Aviation LLC RG Aviation, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-14201) on Nov. 22, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Rafael Guerrero as authorized representative of the Debtor. Judge Patricia M Mayer presides over the case. Shawn Lau, Esq., at Lau & Associates, PC represents the Debtor as counsel. S&W SEED: Regains Compliance With Nasdaq Financial Reporting Rules ------------------------------------------------------------------ S&W Seed Company disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on November 29, 2024, the Company received a formal notification from The Nasdaq Stock Market confirming that the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies submit to the Securities and Exchange Commission on a timely basis all required periodic financial reports. As such, this matter is now closed. About S&W Seed Founded in 1980 and headquartered in Longmont, CO, S&W -- www.swseedco.com -- is a global multi-crop, middle-market agricultural company headquartered in Longmont, Colorado. S&W's vision is to be the world's preferred proprietary seed company which supplies a range of sorghum, forage and specialty crop products that supports the growing global demand for animal proteins and healthier consumer diets. S&W is a global leader in proprietary alfalfa and sorghum seeds with significant research and development, production and distribution capabilities. S&W also has a commercial presence in pasture and sunflower seeds, and through a partnership, is focused on sustainable biofuel feedstocks primarily within camelina. Denver, Colorado-based Grant Thornton LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Nov. 1, 2024, citing that the Company has incurred a net loss of $30.1 million and cash used in operating activities was $5.6 million for the year ended June 30, 2024, and as of that date, the Company's current liabilities exceeded its current assets by $5.9 million and had an accumulated deficit of $122.1 million. In addition, the Company's subsidiary, S&W Australia, entered into voluntary administration on July 24, 2024, and is no longer under the Company's control. S&W Australia's entry into voluntary administration also resulted in an event of default under the Company's Amended CIBC Loan Agreement. On Aug. 5, 2024, the Company received a waiver for the event of default from CIBC, which contained conditions that are not within the Company's control. Effective Sept. 16, 2024, the Company was not in compliance with the amended terms per the Third Amendment of the Company's Amended CIBC Loan Agreement, which constitutes an additional event of default, and through the date of this report has not been able to regain compliance. These conditions and uncertainties as to whether the Company can mitigate the impact of the voluntary administration, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, S&W Seed had $120.73 million in total assets, $75.69 million in total liabilities, $5.77 million in total mezzanine equity, and $39.26 million in total stockholders' equity. SEBL FITNESS: Timothy Stone of Newpoint Named Subchapter V Trustee ------------------------------------------------------------------ The Acting U.S. Trustee for Region 8 appointed Timothy Stone of Newpoint Advisors Corporation as Subchapter V trustee for SEBL Fitness, LLC. Mr. Stone will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Stone declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Timothy Stone Newpoint Advisors Corporation 750 Old Hickory Blvd, Building Two, Suite 150 Brentwood, TN 37027 Phone: 800-306-1250/615-440-8273 Fax: (702) 543-3881 Email: tstone@newpointadvisors.us About SEBL Fitness SEBL Fitness, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-04559) on Nov. 22, 2024, listing under $1 million in both assets and liabilities. Judge Nancy B. King oversees the case. Keith D. Slocum, Esq., at Slocum Law represents the Debtor as counsel. SHODAIR CHILDREN'S HOSPITAL: S&P Lowers 2020A Bond Rating to 'BB' ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on the Montana Facility Finance Authority's series 2020A bonds issued on behalf of the Montana Children's Home and Hospital, d/b/a Shodair Children's Hospital (Shodair), to 'BB' from 'BB+'. The outlook is stable. "The downgrade reflects significantly weakened balance-sheet metrics, leaving the organization with far less flexibility to absorb operating losses that are expected to continue for the next several years, although at a diminishing rate," said S&P Global Ratings credit analyst Cynthia Keller. Securing the bonds are gross receipts of the hospital and a first-mortgage lien on the property. "The stable outlook reflects our view of Shodair's still adequate balance sheet, recent improvement in cash flow even as the organization absorbed higher interest and depreciation costs, and plans to fully open licensed beds that we believe will further improve earnings, market share, and volume trends," added Ms. Keller. SHODAIR CHILDREN'S HOSPITAL: S&P Lowers 2020A Bond Rating to 'BB' ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on the Montana Facility Finance Authority's series 2020A bonds issued on behalf of the Montana Children's Home and Hospital, d/b/a Shodair Children's Hospital (Shodair), to 'BB' from 'BB+'. The outlook is stable. "The downgrade reflects significantly weakened balance-sheet metrics, leaving the organization with far less flexibility to absorb operating losses that are expected to continue for the next several years, although at a diminishing rate," said S&P Global Ratings credit analyst Cynthia Keller. Securing the bonds are gross receipts of the hospital and a first-mortgage lien on the property. "The stable outlook reflects our view of Shodair's still adequate balance sheet, recent improvement in cash flow even as the organization absorbed higher interest and depreciation costs, and plans to fully open licensed beds that we believe will further improve earnings, market share, and volume trends," added Ms. Keller. SHUTTERFLY FINANCE: XAI Octagon Marks $625,026 Loan at 15% Off -------------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $625,026 loan extended to Shutterfly Finance, LLC, Exchanged Term B to market at $532,166 or 85% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Shutterfly Finance, LLC, Exchanged Term B (3 M SOFR+ 4%). The loan matures on October 1, 2027. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 Shutterfly, LLC is an American photography, photography products, and image sharing company, headquartered in Redwood City, California. SKILLSOFT FINANCE II: DoubleLine ISF Marks $462,250 Loan at 18% Off ------------------------------------------------------------------- DoubleLine Income Solutions Fund has marked its $462,250 loan extended to Skillsoft Finance II, Inc to market at $379,664 or 82% of the outstanding amount, according to a disclosure contained in DoubleLine ISF's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. DoubleLine ISF is a participant in a Senior Secured First Lien Term Loan to Skillsoft Finance II, Inc. The loan accrues interest at a rate of 10.64% (1 Month term SOFR+ 5.25%, 0.75%) per annum. The loan matures on July 14, 2028. DoubleLine YOF was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended and originally classified as a non-diversified fund. The Fund is currently operating as a diversified fund. DoubleLine YOF is led by Ronald R. Redell, President and Chief Executive Officer; and Henry V. Chase, Treasurer and Principal Financial and Accounting Officer. The Fund can be reach through: Ronald R. Redell President and Chief Executive Officer c/o DoubleLine Capital LP 2002 North Tampa Street, Suite 200 Tampa, FL 33602 Tel. No.: (813) 791-7333 SkillSoft Corporation provides cloud-based learning solutions, offering enterprise courseware. SKILLSOFT FINANCE II: XAI Octagon Marks $360,624 Loan at 19% Off ---------------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $350,624 loan extended to Skillsoft Finance II, Inc., Initial to market at $283,567 or 81% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to Skillsoft Finance II, Inc., Initial (1 M SOFR+ 5.25%). The loan matures July 14, 2028. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 SkillSoft Corporation provides cloud-based learning solutions, offering enterprise courseware. SKOPIMA CONSILIO: Moody's Rates New Secured First Lien Loans 'B3' ----------------------------------------------------------------- Moody's Ratings affirmed Skopima Consilio Parent LLC's B3 corporate family rating and B3-PD probability of default rating. Moody's also assigned a B3 rating to Consilio's new senior secured first-lien credit facilities, which includes a new $1,982 million senior secured first-lien term loan due 2028 and a new $95 million senior secured first-lien revolving credit facility due 2028. The outlook remains stable. Net proceeds from the new term loan will be used to fully repay Consilio's existing $284 million privately placed senior secured second-lien term loan rated Caa2 and to refinance the existing first-lien term loan. The ratings on the existing first-lien credit facility and second-lien term loan were also reviewed and will be withdrawn upon transaction close. The remaining proceeds are expected to be used to pay associated transaction fees and expenses and increase cash on the balance sheet. Moody's view the repricing of the first-lien debt, maturity extension of the revolver, and repayment of the second-lien term loan as a positive liquidity development because it lowers interest expense, which will contribute to higher cash flows. RATINGS RATIONALE The B3 corporate family rating for Skopima Consilio Parent LLC ("Consilio"), a Washington, D.C.- based provider of electronic discovery, document review and consulting services to corporations and law firms, reflects the company's high financial leverage with debt-to-EBITDA of 6.6x (including Moody's adjustments) as of the last twelve months ended September 30, 2024, the company's aggressive expansion strategy through debt-funded acquisitions, and the event-driven nature of the company's business. Moreover, the company operates in a highly competitive and cyclical industry with modest customer concentration. The credit profile also reflects Consilio's strong competitive position with global scale and end-to-end service and technology offerings that span the entire eDiscovery process, strong EBITDA margins, and Moody's expectation that it will continue to benefit from positive industry growth trends, such as increased legal spend. In addition, Moody's expect continued revenue and EBITDA growth to lead to a reduction in leverage during the next 12 to 18 months, as well as an improvement in free cash flow generation. The company's concentrated equity ownership presents governance risks with respect to potentially aggressive financial strategies, such as incremental dividend distributions and debt-financed acquisitions that could weaken its credit profile. Consilio's good liquidity profile is supported by a cash balance of $54 million at September 30, 2024 and a new $95 million revolving credit facility expiring 2028 that is undrawn. Moody's expect that Consilio will generate positive free cash flow over the next 12-18 months, providing sufficient coverage for required annual term loan amortization of about $20 million, paid quarterly. There are no financial maintenance covenants applicable to the term loans, but the revolver is subject to a springing maximum senior secured first-lien leverage ratio of 7.5x, tested quarterly, if the amount drawn exceeds more than 35% ($33.25 million) of the revolving credit facility. Moody's expect that the company would maintain covenant compliance over the next 12-15 months if the covenant utilization threshold is triggered. The pro forma debt capital is comprised of a $95 million first-lien senior secured revolving credit facility due 2028 and a $1.98 billion first-lien senior secured term loan due 2028 that includes the proposed incremental term loan. The B3 rating assigned to the senior secured first-lien credit facility (revolver and term loan) is in line with the company's B3 CFR as there is no other material debt in the capital structure following the company's proposed repayment of its second-lien term loan. The first-lien credit facility is secured by a first priority perfected lien on substantially all of the present and future acquired assets of the borrower and the guarantors (including all fee-owned property, with some exclusions). The first-lien credit facility is unconditionally guaranteed jointly and on a senior secured basis by the parent company and each existing and subsequently acquired direct or indirect wholly-owned US restricted subsidiary of the borrower. The stable outlook reflects Moody's expectation that management will continue to integrate its recent acquisitions and realize cost savings, leading to EBITDA margin improvement. Moody's project Consilio will generate low to mid-single digit organic revenue growth, and expect debt-to-EBITDA leverage to decrease towards 6.0x (including Moody's adjustments) while maintaining a healthy liquidity position. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company reduces Debt-to-EBITDA leverage to under 6.0x (including Moody's adjustments), with free cash flow-to-debt increasing towards 5% with the expectation that management will maintain these improved metrics over time. An improvement in the company's liquidity position and maintaining more balanced financial policies would also support a ratings upgrade. Ratings could be downgraded if Moody's expect Consilio's debt-to-EBITDA leverage to increase above 7.5x or if its liquidity profile weakens. A negative rating action can also be taken if Moody's expect FCF-to-debt to turn negative over an extended period, or profitability margins decline. Headquartered in Washington, D.C., Consilio provides electronic discovery, document review and consulting services to corporations and law firms globally. Consilio is majority owned by affiliates of financial sponsor Stone Point Capital LLC, with minority stakes held by Aquiline Capital Partners and management. For the last twelve months ended September 30, 2024 the company's revenue was over $1.1 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SKY FITNESS 24/7: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee for Region 4 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Sky Fitness 247, LLC. About Sky Fitness 247 Sky Fitness 247, LLC filed Chapter 11 petition (Bankr. D. S.C. Case No. 24-04316) on Dec. 2, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Robert A. Pohl, Esq., at Pohl Bankruptcy, LLC is the Debtor's legal counsel. SKYLOCK INDUSTRIES: Gets OK to Use Cash Collateral Until Dec. 20 ---------------------------------------------------------------- Skylock Industries Inc. received interim approval from the U.S. Bankruptcy Court for the Central District of California to use cash collateral to pay its operating expenses. The authorization is valid through December 20, 2024. The terms and conditions of the order are the same as those set forth in the previous order, approving interim use of cash collateral. About Skylock Industries Skylock Industries Inc. is a California-based aircraft parts manufacturer. Skylock Industries sought relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-17820) on Sept. 26, 2024, with $10 million to $50 million in both assets and liabilities. Judge Sheri Bluebond handles the case. The Debtor is represented by Jeffrey S. Shinbrot, Esq., at The Shinbrot Firm. SMITH HEALTH: Hires Nelson B. Snyder, II as Accountant ------------------------------------------------------ Smith Health Care, Ltd seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Nelson B. Snyder, II, as consultant and accountant. The firm will provide bookkeeping services, and assist in the preparation of income tax returns and various and miscellaneous business matters as required in the Debtor's case or as requested by Debtor's management. The firm will be paid at the rate of $95 per hour. 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: Nelson B. Snyder, II Pole 12 Harveys Lake, PA 18618 About Smith Health Care, Ltd Smith Health Care Ltd., formerly known as Smith Nursing and Convalescent Home of Mountain Top, Inc., provides inpatient nursing and rehabilitative services to patients who require continuous health care. It is based in Mountain Top, Pa. Smith Health Care filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-02892) on November 7, 2024, with $1 million to $10 million in both assets and liabilities. Donna Strittmatter, president of Smith Health Care, signed the petition. Judge Mark J. Conway handles the case. The Debtor is represented by Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky, PC. SPICEY PARTNERS: Gets Final OK to Use Cash Collateral ----------------------------------------------------- Spicey Partners Real Estate Holdings, LLC, received final approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division approved the postpetition use of cash collateral. The Debtors owe approximately $6.73 million to their Prepetition Lenders, with security interests granted in nearly all of their assets. The Debtors are authorized to use the Cash Collateral for the period outlined in the budget (attached as Schedule 1), with a 15% variance, which covers the working capital needs of the Debtors and general corporate expenses, subject to the terms in the Budget. The prepetition lenders are granted replacement liens and superpriority claims to protect against the diminution of their collateral's value. Additionally, Monthly payments to the senior lender on prepetition obligations are also authorized. A Carve-Out ensures that the Prepetition Lenders' liens and claims are subordinate to certain fees, such as those required to be paid to the Clerk of the Court and the U.S. Trustee, along with reasonable fees for any Chapter 7 Trustee (not to exceed $10,000). A copy of the court's order and the Debtor's budget is available at https://shorturl.at/XesSn from PacerMonitor.com. About Spicey Partners Real Estate Holdings, LLC Spicey Partners Real Estate Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. T. Case No. 24-90572) with $10 million to $50 million in assets and $100 million to $500 million in laibilities (on a consolidated basis). The petitions were signed by David G. Howe as chief operating officer. Judge Christopher M Lopez oversees the case. The Debtor is represented by: David Robert Eastlake Greenberg Traurig, LLP Tel: 713-374-3571 E-mail: david.eastlake@gtlaw.com SS INNOVATIONS: Ranjan Pai Reports 6.62% Stake Via Manipal Global ----------------------------------------------------------------- Ranjan R. Pai, M.D. disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of November 25, 2024, he beneficially owned 11,303,846 shares of SS Innovations International, Inc.'s Common Stock held by Manipal Global Health Services, representing 6.62% of the 170,864,381 shares of common stock outstanding as of November 13, 2024, as reported by the Company in its September 30, 2024 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2024. The RSP Trust, Mauritius (of which Dr. Pai is a Trustee, Beneficiary and one of the two Settlors) has a 100% interest in Manipal Global Health Services. Ranjan R. Pai, M.D. may be reached at: 15th Floor, JW Marriott Vittal Mallya Road Bengaluru, 560001 Karnataka, India A full-text copy of Mr. Pai's SEC Report is available at: https://tinyurl.com/mrhjwvjs About SS Innovations International SS Innovations International, Inc. (OTC: SSII) is a developer of innovative surgical robotic technologies headquartered in Gurugram, Haryana, India. The company's vision is to make robotic surgery benefits more affordable and accessible globally. SSII's product range includes its proprietary "SSi Mantra" surgical robotic system and "SSi Mudra," a broad array of surgical instruments for various procedures, including robotic cardiac surgery. The company plans to expand its presence with technologically advanced, user-friendly, and cost-effective surgical robotic solutions. SS Innovations International had a net loss of $20.94 million for the year ended December 31, 2023. As of June 30, 2024, SS Innovations International had $38.32 million in total assets, $21.33 million in total liabilities, and $16.98 million in total stockholders' equity. Lakewood, Colo.-based BF Borgers CPA PC, the Company's former auditor, issued a "going concern" qualification in its report dated March 22, 2024, citing recurring losses from operations that raise substantial doubt about the Company's ability to continue as a going concern. On May 13, 2024, SS Innovations dismissed BF Borgers CPA PC as its independent registered public accounting firm after the firm and its owner, Benjamin F. Borgers, were charged by the Securities and Exchange Commission with deliberate and systemic failures to comply with PCAOB standards in audits and reviews included in over 1,500 SEC filings from January 2021 through June 2023. The charges included false representations of compliance with PCAOB standards, fabrication of audit documentation, and false statements in audit reports. Borgers agreed to a $14 million civil penalty and a permanent suspension from practicing before the Commission. On May 29, 2024, SS Innovations engaged BDO India LLP as its new independent registered public accounting firm. This engagement was approved by the Company's board of directors through unanimous written consent in lieu of a meeting dated May 23, 2024. STRAWBERRY HILL: Gets Final OK to Use Cash Collateral ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas granted Strawberry Hill Povitica, Inc. (the Debtor) to use cash collateral on a final basis to finance its ordinary costs of operations, maintain business relationships, make payroll, and satisfy other working capital and operational needs. Crossfirst Bank is granted replacement security interests in and liens on all post-petition acquired property of the Debtor and its bankruptcy estate. Additionally, as adequate protection the debtor must pay Crossfirst Bank $40,000.00 on Dec. 15, 2024, and $7,000.00 on Jan. 15, 2025, Feb. 15, 2025, and Mar. 15, 2025. Superpriority claims Crossfirst Bank is granted an administrative expense claim to the extent that the replacement liens prove inadequate to protect its interests. The Debtor's professional fees and expenses are capped at $55,000.00, and any excess must be approved by Crossfirst Bank or the court. The order remains in effect until March 31, 2024, or until the Debtor breaches any provision contained herein. About Strawberry Hill Povitica Strawberry Hill Povitica, Inc. is engaged in the retail sale of bakery products in Merriam, Kansas. Strawberry Hill Povitica filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Kan. Case No. 24-20923) on July 2, 2024, listing $519,520 in assets and $2,847,467 in liabilities. Dennis K. O'Leary, president, signed the petition. Judge Dale L Somers presides over the case. Colin Gotham, Esq., at Evans & Mullinix, P.A. represents the Debtor as legal counsel. TDA ENTERPRISES: Court Extends Cash Collateral Use Thru Jan. 31 --------------------------------------------------------------- TDA Enterprises, Inc., received approval from the U.S. Bankruptcy Court for the District of Arizona to use cash collateral from Nov. 1 to Jan. 31, 2025, or until the entry of an order confirming the Debtor's plan of reorganization, whichever occurs earlier. The Debtor must use the cash collateral only for ordinary and necessary expenses as set forth in the budget, with a 10% variance. As adequate protection, the Small Business Administration (SBA) is granted a replacement lien on all post-petition revenues of the Debtor to the same extent, priority, validity, and enforceability as its lien attached to the cash collateral as of the petition date. The Debtor must remit adequate protection payments to the SBA in accordance with the budget. The budget shows the Debtor's projected monthly expenses for November 2024, December 2024, and January 2025, The total average monthly expenses are $211,863.00. About TDA Enterprises TDA Enterprises, Inc. provides high-end smart home installations, home theater setups, and outdoor audio video to residential and commercial clients across Oregon, Washington, Nevada, California and Arizona. TDA Enterprises sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04930) on June 20, 2024. In the petition signed by Ron Wanless, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Brenda Moody Whinery oversees the case. Allan D. NewDelan, PC serves as the Debtor's counsel. TECHNIMARK HOLDINGS: Moody's Rates $672MM 1st Lien Term Loan 'B3' ----------------------------------------------------------------- Moody's Ratings affirmed Technimark Holdings LLC's corporate family rating at B3 and probability of default rating at B3-PD. Concurrently, Moody's downgraded Technimark's existing senior secured first lien bank credit facilities rating to B3 from B2. Additionally, Moody's assigned a B3 rating to its proposed $672 million upsized and repriced senior secured first lien term loan. The outlook is maintained at stable. Proceeds from the new first lien term loan will be used to repay the existing $562 senior secured first lien term loan and the senior secured second lien term loan due 2032 (unrated). Moody's expect to withdraw the B3 rating on the existing first lien term loan following the close of the transaction. The downgrade of the first lien bank credit facilities rating reflects the elimination of the loss absorption within the capital structure that had been provided by the second lien term loan. The first lien bank credit facilities now represent the preponderance of the obligations in the capital structure. The affirmation of Technimark's ratings reflects Moody's expectation that the company will reduce leverage through earnings growth, supported by recently launched and new awarded programs. Moody's expectation of ongoing growth capital investment into the business to support organic growth is also incorporated into the ratings affirmation. RATINGS RATIONALE Technimark's B3 CFR reflects its high leverage, customer concentration, and limited free cash flow. Leverage has remained high since the LBO by Oak Hill Capital in 2021, recently exacerbated by de-stocking in healthcare end markets. Technimark's customer base is concentrated, and this concentration is mostly comprised of a blue-chip customer base, which signals that its customers have better bargaining power in negotiations. The credit profile is further constrained by the company's limited free cash flow generation as growth of the business is somewhat dependent on ongoing capital investment. Offsetting these challenges are Technimark's large proportion of revenues exposed to more stable end markets such as consumer-packaged goods and healthcare. Moody's expect resilience in consumer packaged goods and growth in healthcare end markets despite decelerating macroeconomic conditions, which should support topline growth for Technimark. The rating is further supported by the company's long-term relationships with its customers, which allows it to win new business within the existing customer base. Moody's expect Technimark to maintain adequate liquidity over the next 12 to 18 months supported by about $46 million of cash on the balance sheet and full availability on the $75 million revolving credit facility as of September 28, 2024. Technimark generates sufficient cash flow to cover fixed charges including maintenance capital investment, cash interest, cash taxes, and debt amortization, but growth capital investment may result in quarters with negative cash flow generation. Moody's do not expect Technimark to trigger or violate the springing covenant on the revolving credit facility. The stable outlook reflects the expectation of solid end market dynamics and new awards, which support earnings and free cash flow generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade to the ratings with debt/EBITDA below 6.0x, free cash flow (FCF)/debt of over 3.0%, and EBITDA/interest expense over 3.0x. Improving liquidity would also support an upgrade. Moody's could consider a downgrade to the ratings if Technimark fails to improve credit metrics or engages in material, debt-funded acquisitions or dividend distributions. Specifically, the ratings could be downgraded with debt/EBITDA above 7.0x, negative FCF/debt, or EBITDA/interest below 2.0x. Headquartered in Asheboro, North Carolina, Technimark Holdings LLC is a manufacturer of injection-molded components for the consumer packaging, healthcare and select consumer durable and non-durable end markets. Technimark has been a portfolio holding of Oak Hill Capital Partners since June 2021. The company generated over $800 million of revenue for the last 12 months ended September 28, 2024. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. THERATECHNOLOGIES INC: Secures $75-Mil. in New Credit Facilities ---------------------------------------------------------------- Theratechnologies Inc. announced on December 2, 2024, that it has closed on a $40 million three-year non-dilutive, senior secured syndicated financing with TD Bank, as agent (TD Bank Financing). The new credit facilities include a $20 million accordion feature, which could expand total commitments up to $60 million. Investissement Quebec (IQ), the Company's largest shareholder, has also agreed to provide a $15 million second ranking secured subordinated term loan (IQ Subordinated Loan). Net proceeds from the new loans together with cash on hand will be used to repay all obligations including prepayment penalties under the Company's existing facility with affiliates of Marathon Asset Management, L.P. (Marathon) pursuant to the credit agreement entered into with Marathon in July 2022, and to fund business development activities. All amounts are in US dollars unless otherwise stated. "This transaction represents a critical milestone for the Company's strategic focus on the commercialization of innovative therapies through business development deals and partnerships," said Philippe Dubuc, Senior Vice President and Chief Financial Officer at Theratechnologies. "The new facility's favorable rates and terms provide us with meaningful financial flexibility to execute on our acquisition strategy at substantially lower costs. The flexible structure fully aligns with our strategic objectives of continuing to enhance profitability and strengthen our balance sheet to fuel long-term growth and sustainability." Key highlights of the TD Bank Financing include: * $25 million senior secured term loan and a $15 million senior secured revolving facility; each with interest on a floating rate (SOFR) plus a margin based on the Company's total net debt-to-Adjusted EBITDA ratio. * At closing, the interest rate will be SOFR plus 2.75%. This rate compares favorably to the Company's previous credit facility, which carried an interest rate of SOFR + 9.50%. * The TD Bank term loan will be amortized over a seven-year period, and will mature on November 27, 2027. * The Company has drawn $5 million on the revolving facility. Key highlights of the IQ Subordinated Loan include: * A $15 million second ranking secured subordinated term loan with interest based on US Government rates plus a margin based on the Company's total net debt-to-Adjusted EBITDA ratio. * The interest rate is currently set at US Government rates plus 7.23%, or 11.45%. * The loan will be interest-only and be subject to full repayment after 42 months. After giving effect to the financing, the Company will have $45 million in debt, with an estimated cash balance as at November 30, 2024 of approximately $20 million, for a net debt position of approximately $25 million. About Theratechnologies Theratechnologies (TSX: TH) (NASDAQ: THTX) -- http://www.theratech.com/-- is a biopharmaceutical company focused on the development and commercialization of innovative therapies addressing unmet medical needs. The Company currently commercializes two approved products for people living with HIV, namely: EGRIFTA SV and Trogarzo. In addition to the sale of its products, the Company is conducting research and development activities and it has a pipeline of investigational medicines in the areas of oncology and NASH. Montreal, Canada-based KPMG LLP, the Company's auditor since 1993, issued a "going concern" qualification in its report dated Feb. 20, 2024, citing that the Company has incurred net losses and negative cash flows from operating activities. The Company's Loan Facility contains various covenants, including minimum liquidity covenants. There is material uncertainty related to events or conditions that cast substantial doubt about its ability to continue as a going concern. THREE SEAS: Court OKs Continued Use of Cash Collateral ------------------------------------------------------ Three Seas Atlanta, LLC received third interim approval from the U.S. Bankruptcy Court for the Western District of North Carolina to use cash collateral. The interim order signed by Judge Ashley Austin Edwards authorized the company to utilize cash collateral to pay operating expenses set forth in its budget, which shows $44,975 in weekly expenses. The company's expenses must not exceed the budget by more than 10% per line item on a cumulative four-week rolling period basis. The interim order granted creditors a replacement lien on the company's property with the same priority as their pre-bankruptcy lien. The next hearing is scheduled for Jan. 14, 2025. About Three Seas Atlanta Three Seas Atlanta, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. N.C. Case No. 24-30881) on October 8, 2024, listing up to $50,000 in assets and up to $1 million in liabilities. Judge Ashley Austin Edwards presides over the case. John C. Woodman, Esq., at Essex Richards represents the Debtor as legal counsel. TRICORBRAUN HOLDINGS: Moody's Alters Outlook on 'B3' CFR to Stable ------------------------------------------------------------------ Moody's Ratings has affirmed the B3 corporate family rating of TricorBraun Holdings, Inc. and the B3-PD probability of default rating. Concurrently, Moody's downgraded the senior secured first lien term loan to B3 from B2. The outlook has been changed to stable from negative. TricorBraun's senior secured first lien term loan has been downgraded to B3 from B2 stemming from the proposed repayment of the company's $493 million second lien term loan, which provided a layer of protection to the first lien senior secured term loan in a loss given default scenario. Repayment of the second lien term loan will come from perpetual PIK preferred equity proceeds, borrowed at the holding company above reporting group, and part of the $255 million add-on proceeds to the first lien senior secured term loan. As a result, Moody's expect TricorBraun's debt leverage, interest coverage, and free cash flow generation to improve, which supports the move to a stable outlook. The remainder of the $255 million add-on proceeds to the first lien senior secured term loan will be directed at the bolt-on acquisition of Veritiv Operating Company's (B1 stable) rigid packaging division. Importantly, the issuance of the PIK preferred equity, repayment of the second lien term debt, and add-on to the first lien senior secured term loan are contingent on the closing of the Veritiv transaction expected in the first quarter of 2025. "TricorBraun's leverage will decline, but remain high, post this transaction. However, the company's cash flow and interest coverage will be enhanced. Integration of bolt-on acquisitions coincides with the company's exhibited growth through acquisition strategy. Moody's expect that market improvement going forward will provide an opportunity for TricorBraun to continue to reduce its debt leverage," said Scott Manduca, Vice President at Moody's Ratings. RATINGS RATIONALE TricorBraun's B3 CFR reflects the generation of around 80% of its revenue from stable end markets, including food & beverage, healthcare & nutraceutical, personal care, and household products. The company's products consist of a diversified set of substrates including plastic, glass, and metal. Debt reduction through the issuance of PIK preferred equity will enhance free cash flow, increase interest coverage, and reduce debt leverage. While there is integration risk associated with the Veritiv rigid packaging division acquisition, TricorBraun has experience in executing its growth through acquisition financial strategy. Moody's expect TricorBraun's pro forma 2025 debt leverage to remain high at over 7.5x and execution risk is elevated with the integration of a bolt-on acquisition. Despite Moody's expected improvement in credit metrics, there is limited flexibility in the rating. Moody's expect to see continued balance sheet strength and free cash flow generation going forward, especially since market challenges endured over the past 12-18 months have subsided. Moody's expects TricorBraun's liquidity to be good over the next 12 months. Cash is expected to be around $35 million and there will be limited borrowings on the $300 million ABL revolver expiring in 2026. In addition, Moody's expect about $27 million and $85 million of free cash flow generation in 2025 and 2026, respectively. The next maturity after the 2026 expiration of the ABL revolver is the first lien senior secured term loan in 2028, thereby limiting near term refinancing risk. The B3 rating on the first lien senior secured term loan is the same as the B3 CFR, since it will be the preponderance of debt in the capital structure, post the repayment of the second lien term debt, as a result of this transaction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider a downgrade if funds from operations is compromised and free cash flow-to-debt is sustained below 1%, EBITDA-to-interest expense is well below 2.0x, debt leverage (Moody's adjusted) exceeds 6.5x, liquidity deteriorates, and there is increased risk of a debt restructuring. Although unlikely over the next 12 to 18 months, Moody's could consider an upgrade to TricorBraun's ratings if there is significant improvement to credit metrics. Specifically, if debt leverage (Moody's adjusted) is sustained below 5.5x, EBITDA-to-interest expense exceeds 3.0x, free cash flow-to-debt is above 4.5%, and a more conservative financial policy is implemented. Based in St. Louis, Missouri, TricorBraun Holdings, Inc. is a distributor of rigid packaging, with capabilities in package design and engineering, logistics, and international sourcing. Revenue for the last 12 months ended September 2024 was $2.2 billion. TricorBraun is a portfolio company of Ares Management and the Ontario Teachers' Pension Plan Board. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. TRILLION ENERGY: Restates Annual Report for Year Ended Dec. 2023 ---------------------------------------------------------------- Trillion Energy International Inc. filed a Form 20-F/A restating its annual report for the fiscal year ended December 31, 2023, as a result of a foreign exchange loss on intercompany accounts that was previously recorded in net loss, and which should have been recorded in other comprehensive loss. According to the Company, the effects of changes in foreign exchange rates, requires that foreign exchange gains and losses on items that form part of an entity’s net investment in a foreign operation, should be recognized in other comprehensive income or loss in the Company’s consolidated financial statements. A full-text copy of the Form 20-F/A is available at https://urlcurt.com/u?l=FXSgKV About Trillion Energy Trillion Energy International Inc. and its consolidated subsidiaries is a Canadian based oil and gas exploration and production company. Alberta, Canada-based MNP LLP, the Company's auditor, issued a "going concern" qualification in its report dated May 7, 2024, citing that the Company has a negative working capital position, has accumulated deficits, and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. Trillion Energy's net income for the year ended December 31, 2023 increased by $6,879,886 compared to the net loss for the year ended December 31, 2022 with a net income of $758,132 recognized during the year ended December 31, 2023, as compared to a net loss of $6,121,754 for the year ended December 31, 2022. TRINITY EXCAVATORS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The U.S. Trustee for Region 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Trinity Excavators, LLC and TE Construction Group, LLC. About Trinity Excavators Trinity Excavators, LLC operates in the nonresidential building construction industry. Trinity Excavators sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-35266) on November 6, 2024, with $1 million to $10 million in both assets and liabilities. Brian Buttry, president of Trinity Excavators, signed the petition. Judge Jeffrey P. Norman oversees the case. Harrison A. Pavlasek, Esq., at Forshey Prostok, LLP, represents the Debtor as legal counsel. TRINSEO PLC: Moody's Cuts CFR to 'Caa2' & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings has downgraded the Corporate Family Rating of Trinseo PLC to Caa2 from B3, Probability of Default Rating to Caa2-PD from B3-PD, the rating on Trinseo Materials Operating S.C.A.'s senior unsecured and backed senior unsecured notes to Ca from Caa2, the rating on Trinseo Materials Operating S.C.A.'s backed senior secured first lien term loan and backed senior secured first lien revolving credit facility to Caa3 from B3 and the rating on Trinseo LuxCo Finance SPV S.a r.l.'s senior secured first lien term loans to Caa1 from B2. At the same time, Moody's have assigned a Caa2 rating to the new Second Lien Senior Secured Notes due 2029 for Trinseo LuxCo Finance SPV S.a r.l. The SGL-3 Speculative Grade Liquidity Rating ("SGL") under Trinseo remains unchanged. The rating outlook for all issuers is changed to stable from negative. Governance considerations were key drivers of the actions. On December 10th, Trinseo announced a Transaction Support Agreement with its creditors to 1) refinance the existing $115 million 2025 senior notes through the issuance of an incremental $115 million 2028 Refinance Term Loans, on substantially similar terms as the existing credit facility signed in September 2023; 2) replace its existing $375 million revolver with a new $300 million revolving credit facility with a reset springing covenant and a maturity date of February 2028; 3) exchange at least $330 million of 2029 Senior Notes for new 2029 Second Lien Senior Secured Notes at a 15% discount to par. RATINGS RATIONALE The rating downgrade reflects Trinseo's earnings weakness and negative free cash flow that will continue into 2025 given the limited visibility of demand recovery in engineered plastics and spending requirement for business restructuring. Moody's expect debt leverage will hover around 8x to 10x in the next 12-18 months. The newly announced exchange offer will reduce debt by about $49 million, which is insignificant compared to about $2.4 billion in reported total debt. Trinseo's liquidity will improve with the refinancing of its $115 million 2025 senior notes and the placement of a new $300 million revolver that will be fully available rather than the constrained availability under the existing revolver. While the announced Transaction Support Agreement will extend its debt maturities and increase liquidity, Moody's will consider this transaction a distressed exchange upon close due to the company's stressed credit metrics, designation of certain assets as collateral for the issuance of additional term loan to refinance its 2025 notes, and the discount exchange offer on its 2029 unsecured notes. Moody's expect reported EBITDA to improve from $154 million in 2023 to about $220 million in 2024, which is still well below its historical levels. Weak economic fundamentals in Europe, capacity expansions in China and weak homebuilding activities in the US have slowed the expected recovery in a number of Trinseo's products including PS, ABS, PC and MMA. Trinseo has recently shut down several high-cost production facilities in Europe to stem losses. Spending on business restructuring will continue in 2025 and delay the prospect of free cash flow generation. Trinseo's rating is supported by its diversified portfolio of thermoplastic products and large number of production facilities around the world that have substantial intrinsic value. The company has implemented restructuring initiatives to reduce costs, optimize assets and reduce its exposure to cyclical markets. Management continues to focus on conserving cash and seek opportunities including asset sales to repay debt. Trinseo's Speculative Grade Liquidity Rating of SGL-3 is supported by total liquidity of over $500 million after the Transaction Support Agreement, including more than $100 million cash, $300 million new superpriority revolving credit facility and $150 million availability on its unrated securitization program. The company's 2028 Refinance Credit Agreement requires it to maintain at least $100 million of liquidity at the end of any calendar month. The new $300 million revolver has a springing superpriority lien net leverage ratio covenant of 1.5x, which will be tested if the drawn amount exceeds 30% of the commitment. Moody's expect the company will be able to satisfy such test in the next one to two years. Potential divesture of its 50% ownership in Americas Styrenics would also enhance liquidity. These liquidity sources should support its business operations and buffer negative cash flows for the next one to two years. The stable outlook reflects Moody's expectation of a slow recovery in earnings and adequate liquidity in the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade to the ratings can be triggered by a meaningful improvement in earnings and cash flow generation, with debt leverage below 7x, as well as adequate liquidity. The ratings could be downgraded if free cash flow remains negative and liquidity weakens, or leverage fails to improve. ESG CONSIDERATIONS Trinseo's Credit Impact Score of CIS-5 reflects very high governance risks as evidenced by financial performance below management guidance, the large amount of debt on balance sheet and the newly announced Transaction Support Agreement to exchange its outstanding debt at a discount. The company also faces significant environmental and social risks due to the nature of the chemicals used and produced at its facilities. Trinseo PLC is one of the world's largest producer of styrene butadiene ("SB") latex, polystyrene, PMMA and other engineered polymer blends. Trinseo typically has revenues of $4-6 billion depending on petrochemical feedstock prices. As of the end of 2023, the company had 34 manufacturing plants and one recycling facility at 30 sites across 14 countries, and approximately 3,100 employees. The principal methodology used in these ratings was Chemicals published in October 2023. ULTRACUTS OF AMERICA: Gets Final OK to Use Cash Collateral ---------------------------------------------------------- UltraCuts of America, Inc., received final approval from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, to use its secured creditors' cash collateral on final basis. The debtor may use funds from secured creditors (SBA, Can Capital, Kalamata Capital Group, and Fox Funding) for essential expenses outlined in its budget, subject to a 10% variance. Insider payments require further court approval. The budget shows total expenses of $59,926 for September, $57,226 for October, $61,951 for November, $61,951 for December, $57,226 for January 2025, and $59,666 for February 2025. As protection, secured creditors were granted a replacement lien on the cash collateral. The debtor must remit $43,577.60 to the SBA by December 15, 2024, as adequate protection. Any future ERC payments will offset SBA’s claim. About Ultracuts of America Ultracuts of America, Inc. is a salon services provider based in Tampa, Fla. Ultracuts sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05468) on Sept. 13, 2024, with $100,001 to $500,000 in both assets and liabilities. Ultracuts President Eric Young signed the petition. Judge Roberta A. Colton presides over the case. Buddy D. Ford, Esq., represents the Debtor as legal counsel. UPTOWN DENTAL: Gets Final OK to Use Cash Collateral Until Jan. 26 ----------------------------------------------------------------- Uptown Dental Solutions, PLLC, received interim approval from the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to use the cash collateral of its secured lenders. The interim order authorized the company to use cash collateral to pay expenses as set forth in a budget for the period from the date of the order to Jan. 26, 2025 of UMB Bank, the U.S. Small Business Administration, and Readycap Lending, LLC to fund the operation of its business. The budget attached to the order shows the Debtor's projected expenses for 9 weeks $324,350. As of the petition date, UMB Bank is owed $1.1 million; SBA, $459,823; and Readycap, $450,000. As adequate protection for any diminution in the value of their collateral, secured lenders were granted replacement liens on their collateral. In addition, UMB will receive a monthly payment of $8,500, with the first payment due no later than Nov. 24. There is a carve-out for fees payable under 28 U.S.C. section 1930, professional fees and expenses, and fees and expenses for the Subchapter V Trustee. A copy of the court's order and the Debtor's budget is available at https://shorturl.at/ByTLf from PacerMonitor.com. About Uptown Dental Solutions Uptown Dental Solutions, PLLC is a full-service practice offering comprehensive range of dental services including, cosmetic, general, and family dentistry in Rockwall, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-33352) on October 25, 2024, with $1 million to $10 million in both assets and liabilities. Rashid Beirute-Prada, sole member, signed the petition. Brandon Tittle, Esq., at Tittle Law Group, PLLC, represents the Debtor as bankruptcy counsel. URBAN CHESTNUT: Gets Interim OK to Use Cash Collateral Thru Jan. 17 ------------------------------------------------------------------- Urban Chestnut Brewing Company, Inc., received fifth interim approval from the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division to use the cash collateral of Midland States Bank and the U.S. Small Business Administration. The Debtor is authorized to use $580,000 of cash collateral through January 17, 2025, as per an attached budget. As adequate protection, Midland States Bank and SBA were granted a post-petition replacement lien in the company's post-petition assets, with the same validity, extent, and priority as their pre-bankruptcy lien. In addition, SBA is granted a payment of $1,030 on December 31, 2024, as adequate protection for its pre-petition indebtedness. A further hearing is scheduled for January 15, 2025, at 10:00 a.m., objections must be filed with the court by January 8, 2025. About Urban Chestnut Brewing Company Urban Chestnut Brewing Co. is a brewer of craft beer in Saint Louis, Mo., which specializes in German beer and lagers with a variety of beer styles from IPAs to weissbiers. Urban Chestnut Brewing Co. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-43233} on Sept. 6, 2024, with $1 million to $10 million in both assets and liabilities. David M. Wolfe, president, signed the petition. Judge Brian C. Walsh oversees the case. The Debtor is represented by Spencer Desai, Esq., at The Desai Law Firm. US ECO PRODUCTS: Gets Interim OK to Use Cash Collateral ------------------------------------------------------- US Eco Products Corporation received interim approval from the U.S. Bankruptcy Court for the District of Massachusetts, Central Division, to use cash collateral and provide adequate protection. The company generates various accounts receivable in the course of its business, the proceeds of which are the source of cash for its operations. The Receivables are encumbered by various validly perfected security interests held by lenders of record as follows: a. A first priority security interest in favor of Eastern Bank by UCC financing statement file November 30, 2021. The current balance to EB is approximately $357,477 plus $15,741 for a term loan. b. A second priority security interest in favor of US Small Business Administration by UCC financing statement file June 4, 2020. The current balance to the SBA is approximately $45,000. As adequate protection, secured creditors (Eastern Bank and SBA) retain their security interests in post-petition accounts receivable on a dollar-for-dollar basis against prepetition claims. The Debtor projects total expenses, on a weekly basis, as follows: $29,930 for Week 1; $8,492 for Week 2; $30,498 for Week 3; and $6,066 for Week 4. About US Eco Products Corporation US Eco Products Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code Bank. D. Mass. Case No. 24-41263) on December 9, 2024. In the petition signed by Doreen Blades, president, the Debtor disclosed $320,830 in assets and $1,249,695 in liabilities. Judge Elizabeth D. Katz oversees the case. Michael B. Feinman, Esq., at FEINMAN LAW OFFICE, represents the Debtor as legal counsel. VALDESIA GARDENS: Seeks Chapter 11 Bankruptcy w/ $22.6MM Debt ------------------------------------------------------------- Alex Wittenberg of Law360 Bankruptcy Authority reports that Valdesia Gardens, a New York City affordable housing complex, has sought Chapter 11 bankruptcy protection in New York court, citing $22.6 million in debt. The complex is facing a $19 million claim from a lender and legal actions concerning personal injury and labor disputes, the report states. About Valdesia Gardens Valdesia Gardens is a New York City affordable housing complex. Valdesia Gardens sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-23086) on December 13, 2024. In the petition filed by David Goldwasser, as CRO, the Debtor reports total assets of $15,000,000 and total liabilities of $22,590,660. Honorable Bankruptcy Judge Kyu Young Paek handles the case. The Debtor is represented by: Jonathan S. Pasternak, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue, 34th Floor New York, NY 10158 Tel: 212-557-7200 Fax: 212 286 1884 VAREX IMAGING: Moody's Rates $125MM Notes Add-on 'B2' ----------------------------------------------------- Moody's Ratings affirmed Varex Imaging Corporation's Corporate Family Rating at B2 and Probability of Default Rating at B2-PD. Concurrently, Moody's downgraded the ratings on the company's senior secured notes to B2 from B1 and assigned a B2 rating to the new $125 million add-on to the senior secured notes. The company's Speculative Grade Liquidity Rating (SGL) was unchanged at SGL-1. The outlook remains stable. Proceeds of a $125 million add-on to the senior secured notes will be used to partially repay the senior unsecured convertible notes and fees and expenses related to the transaction. The net proceeds will be placed into an account earmarked to repay the convertible notes which mature in June 2025. The remaining balance on the convertible notes is currently expected to be repaid with excess balance sheet cash. The transaction is credit positive as it reduces leverage and interest expense. The affirmation of the B2 CFR reflects Moody's view that Varex will maintain its market position in the niche medical imaging component business, supported by industry tailwinds that will drive top and bottom-line growth. The downgrade of the senior secured notes' ratings reflect the addition of approximately $125 million of incremental secured debt and the removal of the loss absorption provided by the unsecured convertible notes. The ratings on the senior secured bonds match the B2 CFR, as these instruments will represent the preponderance of debt in the capital structure after the refinancing is complete. RATINGS RATIONALE The B2 CFR reflects Varex's modest scale and long-term pressures on hospital's budgets which limits the growth of new medical equipment spend. Headwinds in the company's international business have adversely impacted earnings. In addition, Varex faces pressures on profitability from supply chain and labor costs. The rating is further constrained by the moderately high concentration among Varex's main customers. The B2 rating is supported by the company's long and sticky relationships with key customers to supply critical components of their imaging equipment and Moody's expectation that revenue growth will resume as sales stabilize. Moody's forecast that Varex will generate low to mid single-digit top-line and earnings growth over the next 12-18 months. Moody's expect that debt/EBITDA, inclusive of the debt refinancing, will trend towards 4 times during the forecast period. Moody's expect Varex to maintain very good liquidity over the next 12 to 18 months. As of September 27, 2024, the company had $169 million of cash on hand (as well as $44 million of marketable securities and certificates of deposits). The company will retain access to a $155 million undrawn revolving credit facility after the refinancing transaction. Moody's expect free cash flow to continue to be positive in the forecast period, excluding the debt paydown. The stable outlook reflects Moody's expectation that Varex will have some revenue and earnings growth, with debt/EBITDA trending towards 4 times over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the rating if the company resumes its revenue and earnings growth, which have underperformed Moody's expectations in recent quarters. Additionally, greater diversification of customers and an increase in scale could exert upward pressure on the ratings. Along with the aforementioned factors, the company could be upgraded if debt/EBITDA is sustained below 4 times. Ratings could be downgraded if the company's operating performance deteriorates, free cash flow turns negative or liquidity weakens. A more aggressive stance towards acquisitions or shareholder returns could lead to a downgrade. Lastly, the ratings could be downgraded if the company's debt/EBITDA is sustained above 5 times. Headquartered in Salt Lake City, Utah, Varex Imaging Corporation ("Varex") is a manufacturer of a broad range of medical products, which include X-ray imaging components (X-ray tubes, digital detectors, image processing software and workstations) for use in a range of applications, including radiographic or fluoroscopic imaging, mammography, computed tomography, and oncology. The company also manufactures imaging components for industrial end-users such as airport security, cargo screening and nondestructive examination. Varex generated revenue of roughly $811 million for the twelve months ending September 27, 2024. The principal methodology used in these ratings was Medical Products and Devices published in October 2023. VAREX IMAGING: S&P Alters Outlook to Negative, Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable and affirmed all its ratings on Varex Imaging Corp., including its 'BB-' issuer credit rating on the company and its 'BB-' issue-level rating on its senior secured debt. The negative rating outlook reflects the risk of a prolonged earnings recovery for the company, such that its S&P Global Ratings-adjusted leverage remains above 3.5x, beyond its expectations for the 'BB-' rating. The outlook revision reflects our expectation that softer demand in the medical segment will continue into 2025. S&P said, "The company's revenue in fiscal 2024 declined more than we expected, by 9% to $811 million from about $893 million in fiscal 2023, primarily due to lower demand in its medical segment. Revenue in this segment contracted by approximately 14%, stemming from macroeconomic headwinds in China and customers' destocking efforts in other regions. We now believe that these headwinds will persist into the first half of fiscal 2025 and expect only modest revenue growth of 1%-2%, a reduction from 4.3% in our previous forecast. Our current base case for fiscal 2025 assumes flat sales growth in medical segment and a low-single-digit percent growth rate in the industrial segment. "While we view the soft demand in China as temporary and not a reflection of a weakening in the company's competitive position, we see a risk that the macroeconomic headwinds that drove weaker sales in fiscal 2024 may continue to pressure the company's sales and profitability longer than we previously projected. Although we expect that the approval of a large 10 trillion Yuan (approx. $1.4 trillion) government stimulus package in China will trickle down into the health care market and hospitals, leading to a gradual recovery in demand over fiscal 2025-2026, we also view the potential escalation of U.S.-China tariffs as a significant risk factor for the company in the coming years. "We project that Varex's S&P Global Ratings-adjusted EBITDA margins will improve at a slower pace than our previous forecast." In fiscal 2024, the company's margin dropped by more than 400 basis points, to 10.8% from approximately 15% in fiscal 2023, mostly due to the company's relatively high level of fixed costs (i.e. corporate, research and development, and fixed manufacturing costs) that limits its ability to offset sales contraction, as well as elevated non-core charges (i.e. legal and other fees). In the second half of 2024, the company implemented cost-reduction measures, and we believe that they will benefit its margin profile in 2025. However, slower sales growth will continue pressuring margins, and we now project an expansion of approximately 190 basis points to 12.7%, compared with 14.4% in our previous forecast for fiscal 2025. Although the proposed refinancing transaction will reduce the company's gross leverage, S&P expects Varex's credit metrics will remain weak for the rating through 2025. S&P said, "Under our previous forecast, we assumed Varex would use balance sheet cash to repay $100 million out of its $200 million senior unsecured convertible notes due June 2025. The proposed transaction contemplates using $75 million of its cash balance and proceeds from the $125 million add-on to its secured notes to repay the convertible notes, and while net leverage neutral, will result in modestly higher gross leverage. In combination with our projections for weaker sales and profitability in fiscal 2025, we now project the company's S&P Global Ratings-adjusted leverage will be about 3.9x (compared with 3.0x under our previous forecast), which is above our 3.5x downside threshold for the rating. "Still, we think the unusual demand patterns in 2024-2025 are temporary given healthy procedure volumes and our view that radiology equipment remains a high priority for hospitals. Our base case anticipates a gradual improvement in earnings starting in the second half of fiscal 2025, and we forecast that the company will meet our leverage threshold in fiscal 2026. In addition, cash flow generation will likely improve in fiscal 2026 as the company finalizes the investments in expansion of its Indian facilities. We expect S&P Global Ratings-adjusted free cash to debt to increase to above 10% in fiscal 2026, from 5% in fiscal 2024, on EBITDA growth and lower capital expenditure (capex)." Near-term debt maturities pose some refinancing risk. The company's debt matures within less than three years: the convertible notes are due June 2025 and the senior secured debt is due October 2027. S&P said, "While the proposed refinancing addresses the nearest maturity of the convertible notes, we consider the remaining capital structure as relatively short term. We believe it exposes Varex to refinancing risk due to factors outside of the company's control (e.g. geopolitical risk, capital market conditions). While we believe the company will work to address its maturities ahead of time, our negative outlook also reflects the approaching refinancing risk." The negative rating outlook reflects the risk of a prolonged earnings recovery for the company, such that its S&P Global Ratings-adjusted leverage remains above 3.5x, beyond S&P's expectations for the 'BB-' rating. S&P said, "We could downgrade Varex if its operating performance remained weak and caused its S&P Global Ratings-adjusted leverage to remain above 3.5x for an extended period with limited prospects for improvement. We could also lower our rating if the company's free operating cash flow (FOCF) to debt regularly fell below 12%. This could occur due to a sustained period of higher-than-expected volatility in the capital equipment market or the loss of a significant customer. We could also consider a lower rating if the company did not extend its 2027 debt maturities in the first half of fiscal 2026. "We could revise the outlook to stable if Varex's earnings and cash flow generation recovered, such that we believed that the company would sustain its S&P Global Ratings-adjusted debt-to-EBITDA ratio below 3.5x through cyclical variations. A revision of the outlook would also likely be predicated on the successful refinancing of the company's senior secured debt." VERRICA PHARMA: COO Holds 110,000 Shares ---------------------------------------- Zawitz David, Chief Operating Officer of Verrica Pharmaceuticals Inc., filed a Form 3 with the U.S. Securities and Exchange Commission disclosing that as of December 9, 2024, he beneficially owns 110,000 shares of the Company's common stock. About Verrica Pharmaceuticals West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a dermatology therapeutics company developing and selling medications for skin diseases requiring medical intervention. As of March 31, 2024, the Company had $66.3 million in total assets, $64.8 million in total liabilities, and $1.5 million in total stockholders' equity. Going Concern The Company cautioned in Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. The Company has incurred substantial operating losses since inception and expects to continue to incur significant losses for the foreseeable future and may never become profitable. As of March 31, 2024, the Company had an accumulated deficit of $250.8 million. For the three months ended March 31, 2024, and 2023, the Company reported net losses of $20.3 million and $6.6 million, respectively. The Company plans to secure additional capital in the future through equity or debt financings, partnerships, or other sources to carry out its planned commercial and development activities. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its future commercialization efforts or research and development programs. VERRICA PHARMA: Directors Appoint D. Zawitz as COO -------------------------------------------------- Verrica Pharmaceuticals Inc. disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that the Company's Board of Directors appointed David Zawitz as the Company's Chief Operating Officer and designated him as the Company's principal operating officer, effective December 9, 2024. There is no arrangement or understanding between Mr. Zawitz and any other person pursuant to which he was selected as an officer of the Company. There are no related party transactions between Mr. Zawitz and the Company that would require disclosure under Item 404(a) of Regulation S-K. There is no family relationship between Mr. Zawitz and any of the Company's other directors or executive officers. Additional biographical information about Mr. Zawitz is set forth below: Mr. Zawitz, age 43, has served as Executive Vice President and Secretary of PBM Capital Group, LLC ("PBM Capital") since March 2021 after serving in roles of increasing responsibility within PBM Capital's legal department beginning in 2018. He began providing services to PBM Capital as a consultant as of the Effective Date. Prior to joining PBM Capital, Mr. Zawitz served in roles of increasing responsibility with CarMax, Inc. from 2012 to 2018, including most recently as Assistant General Counsel and Assistant Secretary, and was an attorney in private practice with Bingham McCutchen LLP from 2010 to 2012 and McKee Nelson LLP from 2007 to 2009. Mr. Zawitz earned a B.S.C. in Commerce with concentrations in Finance and Information Technology from the University of Virginia and a J.D. from the University of Virginia School of Law. He is also a CFA(R) charterholder. Offer Letter with Mr. Zawitz In connection with Mr. Zawitz's appointment as the Company's Chief Operating Officer, on December 5, 2024, Mr. Zawitz and the Company entered into an offer letter effective as of the Effective Date (the "Offer Letter"). Pursuant to the terms of his Offer Letter, Mr. Zawitz's employment is at will and may be terminated at any time by the Company or Mr. Zawitz. Under the terms of the Offer Letter, Mr. Zawitz will receive an annual base salary of $250,000 per year, subject to review and adjustment from time to time by the Board in its sole discretion. Mr. Zawitz will be eligible to receive a target annual bonus per calendar year in an amount equal to 40% of his annual base salary, subject to the discretion of the Board. Mr. Zawitz is also eligible to participate in the Company's employee and executive benefit plans and programs as may be maintained by the Company from time to time. In addition, and pursuant to the terms of the Offer Letter, on December 4, 2024, the Compensation Committee of the Board approved an option grant (the "Zawitz Option") to Mr. Zawitz to purchase 950,000 shares of the Company's common stock (the "Common Stock") effective as of the Effective Date (the "Grant Date") pursuant to the Company's 2024 Inducement Plan (the "Inducement Plan"). The Zawitz Option is being granted as an inducement material to the Mr. Zawitz's becoming an employee of the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The Zawitz Option will have an exercise price equal to the closing price of the Common Stock on the Grant Date and vests as follows: 1/8th of the total shares subject to the Zawitz Option shall vest on the date that is six months following the Effective Date, and 1/48th of the total shares subject to the Zawitz Option shall vest each month thereafter on the same day of the month as the Effective Date, subject to Mr. Zawitz's Continuous Service (as defined in the Inducement Plan) as of each such date. In the event that Mr. Zawitz's employment is terminated by the Company without Cause (as defined in the Offer Letter) or Mr. Zawitz resigns for Good Reason (as defined the Offer Letter) within the 12 month period immediately following a Change in Control (as defined in the Inducement Plan), then all unvested shares subject to the Zawitz Option will vest in full and be deemed vested and exercisable as of the date of such Change in Control subject to Mr. Zawitz's execution of a standard release of claims. In connection with his appointment as Chief Operating Officer, Mr. Zawitz entered into the Company's standard form of Indemnification Agreement. Amendment of 2024 Inducement Plan The Board approved an amendment to the Inducement Plan to increase the number of shares of Common Stock reserved for issuance pursuant to Awards from 2,000,000 shares of Common Stock to 4,500,000 shares of Common Stock. After taking into account the Amendment and the Zawitz Option, the Company currently has 1,550,000 shares of Common Stock available for the grant of Awards under the Inducement Plan. The Amendment was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4). An "Award" is any right to receive shares of Common Stock or other property pursuant to the Inducement Plan, including nonstatutory stock options, restricted stock awards and restricted stock unit awards. Awards under the Inducement Plan may only be made to individuals not previously employees or directors of the Company, or who are returning to employment following a bona fide period of non-employment with the Company, in each case as an inducement material to the individual's entry into employment with us within the meaning of Nasdaq Listing Rule 5635(c)(4). About Verrica Pharmaceuticals West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a dermatology therapeutics company developing and selling medications for skin diseases requiring medical intervention. As of March 31, 2024, the Company had $66.3 million in total assets, $64.8 million in total liabilities, and $1.5 million in total stockholders' equity. Going Concern The Company cautioned in Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. The Company has incurred substantial operating losses since inception and expects to continue to incur significant losses for the foreseeable future and may never become profitable. As of March 31, 2024, the Company had an accumulated deficit of $250.8 million. For the three months ended March 31, 2024, and 2023, the Company reported net losses of $20.3 million and $6.6 million, respectively. The Company plans to secure additional capital in the future through equity or debt financings, partnerships, or other sources to carry out its planned commercial and development activities. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its future commercialization efforts or research and development programs. VERRICA PHARMA: J. Edelman, Perceptive Advisors Hold 8.7% Equity ---------------------------------------------------------------- Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd., filed a Schedule 13-G/A with the U.S. Securities and Exchange Commission disclosing that as of December 5, 2024, they beneficially own 7,962,147 shares representing 8.7% of Verrica Pharmaceuticals Inc.'s outstanding common stock. About Verrica Pharmaceuticals West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a dermatology therapeutics company developing and selling medications for skin diseases requiring medical intervention. As of March 31, 2024, the Company had $66.3 million in total assets, $64.8 million in total liabilities, and $1.5 million in total stockholders' equity. Going Concern The Company cautioned in Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. The Company has incurred substantial operating losses since inception and expects to continue to incur significant losses for the foreseeable future and may never become profitable. As of March 31, 2024, the Company had an accumulated deficit of $250.8 million. For the three months ended March 31, 2024, and 2023, the Company reported net losses of $20.3 million and $6.6 million, respectively. The Company plans to secure additional capital in the future through equity or debt financings, partnerships, or other sources to carry out its planned commercial and development activities. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its future commercialization efforts or research and development programs. VERRICA PHARMA: Registers 2.5MM More Shares Under Inducement Plan ----------------------------------------------------------------- Verrica Pharmaceuticals Inc. filed a Form S-8 with the U.S. Securities and Exchange Commission to register 2,500,000 additional shares of its common stock under the Inducement Plan. A full-text copy of the Form S-8 is available at https://urlcurt.com/u?l=wAY6oi About Verrica Pharmaceuticals West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a dermatology therapeutics company developing and selling medications for skin diseases requiring medical intervention. As of March 31, 2024, the Company had $66.3 million in total assets, $64.8 million in total liabilities, and $1.5 million in total stockholders' equity. Going Concern The Company cautioned in Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. The Company has incurred substantial operating losses since inception and expects to continue to incur significant losses for the foreseeable future and may never become profitable. As of March 31, 2024, the Company had an accumulated deficit of $250.8 million. For the three months ended March 31, 2024, and 2023, the Company reported net losses of $20.3 million and $6.6 million, respectively. The Company plans to secure additional capital in the future through equity or debt financings, partnerships, or other sources to carry out its planned commercial and development activities. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its future commercialization efforts or research and development programs. VIASAT INC: S&P Lowers ICR to 'B' on Increased Competition ---------------------------------------------------------- S&P Global Ratings lowered all its ratings on Viasat Inc. one notch, including the issuer credit rating to 'B' from 'B+', due to heightened competition. The negative outlook reflects execution risk associated with improving projected EBITDA and cash flow given an increasingly competitive operating environment as well as recent satellite anomalies. Evolving industry conditions have heightened. S&P said, "We believe that Viasat faces challenges from increased capacity coming online from low-earth-orbit (LEO) providers, including Starlink and Kuiper. Separately, geostationary earth orbit (GEO) competitors are consolidating, which creates a more competitive backdrop. We believe these factors elevate risk of slower volume growth due to market share erosion or pricing concessions to retain relationships, which could pressure revenue and profit margins." S&P said, "We expect Starlink to continue to disrupt the satellite industry. We believe most of Viasat's end markets are subject to intense competition from Starlink, reducing the benefit of diversity. We believe Starlink will continue to be a formidable competitor, particularly as it continues to add depth and capacity to its constellation. Clearly, Starlink has a competitive advantage in residential broadband over Viasat with its low-latency service, but it has been more successful than previously anticipated with in-flight connectivity (IFC), maritime, and government satellite communications. We expect these trends to continue. The network's primary limitation is capacity constraints in high-traffic areas, given uniform LEO capacity. However, we believe the launch of more satellites and technology improvements can overcome this." A new government administration in the U.S. may favor Starlink. Owner Elon Musk has close ties to President-elect Donald Trump and may influence decision-making at the federal level in several ways. First, Starlink could be better positioned to receive government subsidies to buildout into rural America as part of the $42 billion Broadband Equity Access and Deployment program or others such as the Rural Digital Opportunity Fund. Secondly, the Federal Communications Commission could quickly approve applications to launch new satellites, increasing capacity on its network. Spectrum policy changes could benefit Starlink, or the company could be allowed to operate with higher power to allow for faster speeds and an even more competitive service. Finally, government contracts may increasingly favor Starlink technology. Kuiper is on the horizon. Amazon Kuiper plans to roll out commercial service in 2025 with a mesh network of more than 3,000 satellites when fully deployed by 2029. Amazon could take a similar approach as Starlink, with affordability a key principle of the constellation. S&P believes this could reduce Viasat's long-term growth prospects in mobility and place increasing pressure on its in-home broadband segment in the coming years. The industry is consolidating. This will likely create a more competitive backdrop in certain markets. More specifically, SES S.A. plans to acquire Intelsat S.A. (expected to close in second half of 2025), which S&P believes could create a more formidable competitor and more price-based competition in mobility and government markets with greater scale, operating efficiencies, and ability to invest. Separately, Eutelsat purchased OneWeb, which provides a multi-orbit constellation and the only owner of GEO and LEO satellites, which are naturally synergistic. LEO provides fully global coverage and supports a low-latency experience. GEO satellites are very-high-throughput, high-capacity, boast spot beam coverage, and are increasingly software-defined to maximize flexibility. They can pinpoint capacity where it's needed. Viasat's United Airlines contract loss by itself is manageable, but indicates a more competitive backdrop. S&P said, "We estimate that Viasat serves about 50% of the United fleet, or 500 aircraft, which accounts for 10%-15% of its IFC revenue, 2%-3% of total revenue, and a tiny portion of its backlog. Viasat will continue to service these aircraft through the life of the contract. Separately, Air France (which recently opted for Starlink) operates a much smaller fleet than United and also had three incumbent suppliers, so we estimate minimal impact of this loss to Viasat. We continue to expect Viasat to increase IFC revenues meaningfully over the next 2-3 years, supported by a backlog of more than 1,500 aircraft that provides good visibility despite the recent loss to United. Still, the United contract win is a landmark win for Starlink, potentially signaling that other airlines might be more comfortable selecting it." Execution risk remains. Viasat relies on a few satellites to add substantial capacity that drives growth. This risk is amplified by a recent track record of satellite problems. Corrective actions need to be implemented by the supplier on the F-2 satellite, which uses the same antenna as the F-1 that failed. The F-3 uses a different component part, but the complexity of satellite design, manufacture, launch, and deployment subjects it to risk. S&P believe Viasat's collection on two major claims for events in 2023 could make it significantly more expensive to obtain insurance for future satellite launches, including the Viasat-3 F-3, which is not yet insured (F-2 is insured). Additionally, if insurance proves cost prohibitive, the company may choose to insure launches only partially, exposing financial results to the possibility of further volatility. The negative outlook on Viasat reflects execution risk associated with improving projected EBITDA growth and cash flow given an increasingly competitive operating environment as well as recent satellite anomalies. S&P could lower the rating if free operating cash flow (FOCF) to debt is not on a path to rise above 5% by calendar-year 2026. This could be the result of: -- Reduced profitability due to increasing competition -- Contract losses to Starlink or others; -- Another satellite anomaly; or -- Significant delays in satellite launches. S&P could revise the outlook to stable if the company places F2 and F3 satellite into service and competitive pressures ease, supporting a pathway to FOCF to debt comfortably above 5%. VISION PAINTING: Neema Varghese Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 11 appointed Neema Varghese of NV Consulting Services as Subchapter V trustee for Vision Painting & Decorating Services, Inc. Ms. Varghese will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Varghese declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Neema T. Varghese NV Consulting Services 701 Potomac, Ste. 100 Naperville, IL 60565 Tel: (630) 697-4402 Email: nvarghese@nvconsultingservices.com About Vision Painting & Decorating Services Vision Painting & Decorating Services Inc. is a specialty contractor that serves the Calumet Park, Illionois area and specializes in specialty ceilings, plaster and gypsum board, acoustic treatment, flooring, painting and coatings, wall finishes and tile. Vision Painting & Decorating Services sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-17620) on November 22, 2024, with estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Edward T. McKinnie, Jr., president of Vision Painting & Decorating Services, signed the petition. Judge Janet S. Baer handles the case. The Debtor is represented by: Gregory K. Stern, Esq. Gregory K. Stern, P.C. 53 West Jackson Boulevard Suite 1442 Chicago, IL 60604 Tel: (312) 427-1558 Fax: (312) 427-1289 Email: greg@gregstern.com VOLITIONRX LTD: Has Purchase Agreement with Insiders for $1.9MM --------------------------------------------------------------- VolitionRx Limited disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that it entered into a securities purchase agreement with the several purchasers, which provides for the issuance and sale, in a registered direct offering by the Company of (i) 445,648 shares of the Company's common stock, par value $0.001 per share to certain of the Company's directors and executive officers at an offering price of $0.5722 per share, and (ii) 2,857,389 shares of common stock, together with common stock purchase warrants to purchase up to 2,857,389 shares of common stock and common stock purchase warrants to purchase up to 1,428,693 shares of common stock at a combined offering price of $0.5722 per Warrant Investor Share and accompanying Warrants, to certain existing stockholders of the Company and new investors. Each Form A Warrant has an exercise price per share of $0.5722 and each Form B Warrant has an exercise price per share of $0.71525. Each Warrant is exercisable on or after December 9, 2024 through and until December 9, 2029. The Insiders did not receive any Warrants in the offering. The Securities sold in the Offering were offered and sold directly by the Company to the investors in the Offering without a placement agent and pursuant to a Registration Statement on Form S-3 originally filed on September 24, 2021, as amended with the SEC under the Securities Act of 1933, as amended (File No. 333-259783), and declared effective by the SEC on November 8, 2021. The Company filed a prospectus supplement with the SEC on December 9, 2024 in connection with the Offering. The gross proceeds to the Company from the Offering were approximately $1.9 million, before deducting expenses payable by the Company. The Company anticipates using the net proceeds from the Offering for research and continued product development, clinical studies, product commercialization, working capital, and other general corporate purposes. About Volition Henderson, Nev.-based VolitionRx Limited is a multi-national epigenetics company. It has patented technologies that use chromosomal structures, such as nucleosomes, and transcription factors as biomarkers in cancer and other diseases. 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. According to the Company, it has not attained profitable operations on an ongoing basis and is dependent upon obtaining external financing to continue to pursue its operational and strategic plans. The Company has generated operating losses and has experienced negative cash flows from operations since inception. The Company has not generated significant revenues and expects to incur further losses in the future, particularly from the continued development of its clinical-stage diagnostic tests and the initiation of additional clinical trials to seek regulatory approval. The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing, and/or generate revenues as may be required to sustain its operations. As of June 30, 2024, VolitionRx had $13.1 million in total assets, $36 million in total liabilities, and $22.9 million in total stockholders' deficit. VORTEX OPCO: DoubleLine ISF Marks $541,757 Loan at 28% Off ---------------------------------------------------------- DoubleLine Income Solutions Fund has marked its $541,757 loan extended to Vortex Opco LLC to market at $391,419 or 72% of the outstanding amount, according to a disclosure contained in DoubleLine ISF's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. DoubleLine ISF is a participant in a Senior Secured First Lien Term Loan to Vortex Opco LLC. The loan accrues interest at a rate of 9.12% (3 Month term SOFR+ 4.25%, .50% FLOOR) per annum. The loan matures on December 15, 2028. DoubleLine YOF was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended and originally classified as a non-diversified fund. The Fund is currently operating as a diversified fund. DoubleLine YOF is led by Ronald R. Redell, President and Chief Executive Officer; and Henry V. Chase, Treasurer and Principal Financial and Accounting Officer. The Fund can be reach through: Ronald R. Redell President and Chief Executive Officer c/o DoubleLine Capital LP 2002 North Tampa Street, Suite 200 Tampa, FL 33602 Tel. No.: (813) 791-7333 Vortex Opco LLC, is a new subsidiary created by United Site Services Inc. to issue new debt, which includes $431 million in first-lien, first-out debt, $1.66 billion of first-lien, second-out term loans, and $125 million of first-lien, third-out 8% senior secured notes. USS provides portable sanitation and related site services. WEISS MULTI-STRATEGY: Court Authorizes Sale of Portuguese Bonds --------------------------------------------------------------- Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York granted Weiss Multi-Strategy Advisers LLC's motion for entry of an order authorizing the private sale of certain rights, claims, and causes of action related to Portuguese bonds. Weiss Multi-Strategy Advisers LLC, GWA, LLC, OGI Associates LLC, and Weiss Special Operations LLC and Weiss Multi-Strategy Funds LLC seek to effectuate the sale and assignment of certain rights, claims, and causes of action related to bonds identified on Annex 1 of the Trade Confirm pursuant to terms of an "Upstream Trade Terms". Jefferies Strategic Investments, LLC, Leucadia Asset Management Holdings LLC, and Jefferies LLC timely filed an objection on November 19, 2024, opposing the relief sought. A hearing on the Motion was held on November 26, 2024. The Bonds comprise certain retransferred notes that originated from the failure of one of Portugal's largest banks, Banco Espírito Santo, S.A. (in liquidation). In August 2014, Novo Banco, S.A. was established to take over viable components of BES's business with the remaining non-viable parts remaining with BES. Certain of the assets transferred to Novo Banco included 52 outstanding series of senior notes. On December 29, 2015, Banco de Portugal retransferred five of these notes in the total amount of EUR2.2 billion from Novo Banco back to BES. Each of the Retransferred Notes is governed by Portuguese law and are virtually entirely owned by foreign investors while the remaining series of senior notes are governed by English law. The Debtors purchased the Bonds -- all Retransferred Notes -- in the secondary market, and the Debtors and their affiliates hold Bonds with an approximate principal value of EUR41,000,000. Specifically, as set forth in Annex 1 to the Trade Confirm, OGI holds approximately EUR25,000,000 of the Bonds while non-debtor affiliate Weiss Multi-Strategies Partners LLC holds approximately EUR16,000,000 of the Bonds. WMSP's holdings will be included in the Transaction. The retransfer of the bonds resulted in significant losses to investors, and unsurprisingly, litigation ensued. Various investors, including OGI and WMSP, have pursued legal action against BdP, arguing that BdP's retransfer decision was unlawful. In connection with the OGI Bonds, OGI filed litigation claims in Portugal. Meanwhile, WMSP, along with other investors, filed a section 1782 request to obtain discovery in the United States in connection with the ongoing litigation in Portugal. Such litigation, the Debtors note, has been ongoing for 10 years and is complex due to the "different positions of certain of the Bonds . . . and differing views on the potential rights and recourse arising therefrom." The Debtors indicate that the litigation in Portugal is anticipated to continue for at least three more years. The Debtors, as an initial matter, argue that the Transaction is within their sound business judgment and should be approved. Specifically, they state that a sale of the Bonds would provide them with the necessary liquidity to pay administrative costs without the need to wait for the conclusion of the Portuguese litigation, which may be at least three years away. The Debtors submit that the funds will facilitate their orderly winddown, which they would otherwise be unable to do if they were to solely wait for the incremental value that the Estimated Recovery Amount would provide. Moreover, the Transaction, they argue, is in the best interests of the Debtors' estates and their creditors and is a product of arms-length negotiations. The Debtors also assert that a private sale of the Bonds is warranted under Bankruptcy Rule 6004(f)(1), which they argue courts in this District have previously approved. The Transaction, the Debtors believe, would provide the best opportunity to maximize the sale price of the Bonds. The cost and time associated with conducting an auction process are outweighed by the value derived from the Transaction as a private sale "in part because the Debtors, after extensive, tailored marketing, believe that there are no other or better bids to be obtained." Finally, the Transaction, the Debtors maintain, constitutes an arm's-length transaction with an unaffiliated party that has resulted in a purchase price that is "reasonably equivalent value for the Bonds when taking into consideration the prior marketing process [and] the facts and circumstances of the Bonds." he Debtors further seek a waiver of the 14-day stay provided for in Bankruptcy Rule 6004(h) as being necessary to preserve value for the Debtors' estates. Immediate transfer of the Bonds, the Debtors argue, would provide them with liquidity to continue in the administration of their estates. The Jefferies Entities, the "indisputably . . . biggest creditors of the Debtors," object to the Motion on three separate grounds: -- The Debtors have failed to adequately explain why they elected to not conduct an auction for the Bonds. -- Approval of the Motion would "strip [them] of valuable collateral rights" and, therefore, bid procedures should be put into place to permit them to bid for "assets that comprise their collateral." -- Because there are no bidding procedures or an auction, the Motion seeks to sell the Bonds "for amounts that will ultimately result in a creditor recovery that is less than what the Jefferies Entities are willing to provide for those same assets." Section 363(b) of the Bankruptcy Code governs the sale of assets outside the ordinary course of business. The Court finds the Debtors have sufficiently established that the requirements of section 363(b) of the Bankruptcy Code are satisfied. The Court holds there is uncertainty over the value of the Bonds and when the Debtors would receive any funds from a sale of such Bonds, which could take place either before or after the close of the Portuguese litigation that is itself anticipated to be at least three years away. Judge Glenn explains, "While the Debtors acknowledge that a successful conclusion to the litigation could potentially result in a higher recovery to OGI than the Estimated Recovery Amount, the Debtors have an immediate need for liquidity to assist in their orderly winddown. But success is not assured. Meeting the need for liquidity will also enable the Debtors to satisfy their fiduciary duties to act in the 'best interests of their advisory clients.' The Debtors have made clear that they lack the financial wherewithal to conduct the winddown process while waiting for any incremental value that the Estimated Recovery Amount could provide. Thus, they submit that valuing and liquidating the Bonds at this juncture would be central to the successful administration of these chapter 11 cases and is in the best interests of the estates. The Debtors, in their business judgment, believe that the Purchase Price obtained constitutes 'reasonably equivalent value for the Bonds' after accounting for the marketing process, facts and circumstances surrounding the Bonds, and the limited market for such financial products. In general, a debtor's business judgment is entitled to 'great judicial deference.'" Therefore, as the Debtors have articulated a sound business justification, the Court concludes the Transaction constitutes a valid exercise of the Debtors' business judgment. The Court finds the Debtors' reasons for a private sale were adequately outlined in the Motion, satisfying the Sale Guidelines, and the Jefferies Entities' assertions otherwise are overruled. The Debtors' request for a waiver of the 14-day stay is approved. A copy of the Court's decision dated November 26, 2024, is available at https://urlcurt.com/u?l=xYH5ul Attorneys for the Debtors: Tracy L. Klestadt, Esq. John E. Jureller, Jr, Esq. Lauren C. Kiss, Esq. Stephanie R. Sweeney, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036 E-mail: tklestadt@klestadt.com jjureller@klestadt.com lkiss@klestadt.com ssweeney@klestadt.com Attorneys for Jefferies Strategic Investments, LLC, Leucadia Asset Management Holdings LLC, and Jefferies LLC: Scott S. Balber, Esq. Michael P. Jones, Esq. Daniel Gomez, Esq. HERBERT SMITH FREEHILLS NEW YORK LLP 200 Park Avenue New York, NY 10166 E-mail: Scott.Balber@hsf.com michael.jones@hsf.com daniel.gomez@hsf.com About Weiss Multi-Strategy Advisers Weiss Multi-Strategy Advisers LLC, is a New York-based investment management firm started in 1978. Weiss Multi-Strategy Advisers LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10743) on April 29, 2024. In the petition signed by George Weiss, manager, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Martin Glenn oversees the case. The Debtor tapped Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as counsel and Omni Agent Solutions, Inc. as claims and noticing agent. WELLPATH HOLDINGS: Claimholders' Committee File Rule 2019 Statement ------------------------------------------------------------------- In the Chapter 11 cases of Wellpath Holdings, Inc., and affiliates, the statutory unsecured claimholders' committee (the "UCC") filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. On November 25, 2024 (the "Formation Date"), the Office of the United States Trustee for the Southern District of Texas appointed the UCC. The names and addresses of the UCC members are as follows: 1. The Estate of Brady Allen c/o Timothy Gardner Gardner Trial Attorneys 3100 Cumberland Blvd., Ste 1470 Atlanta, GA 30339 2. Correct Rx Pharmacy Services, Inc. 1352 Charwood Rd., Suite C Hanover, MD 21076 3. Ryan Curtis c/o Chad J. Sweigart Dyller & Solomon, LLC 88 North Franklin St. Wilkes-Barre, PA 18701 4. Diamond Drugs, Inc. 645 Kolter Dr Indiana, PA 15701 5. Angela Hoyle c/o Matthew S. Parmet Parmet PC 2 Greenway Plaza, Ste 250 Houston, TX 77046 c/o Kim De Arcangelis Morgan & Morgan, P.A. 20 N. Orange Ave., Ste 1600 Orlando, FL 32801 6. The Estate of Cristo Canett c/o Anna Holland Edwards Holland, Holland Edwards & Grossman, LLC 1437 N. High Street Denver, CO 80218 7. The Estate of Frankie Jacquez c/o Adam C. Flores Ives & Flores, PA 925 Luna Cir. NW Albuquerque, NM 87102 8. Select Medical Corporation 4714 Gettysburg Rd. P.O. Box 2034 Mechanicsburg, PA 17055 9. Wellstar MCG Health 1120 15th St. AD 1201 Augusta, GA 30912 10. David Ryan Wood c/o Elliot S. Abrams Cheshire Parker Schneider PLLC P.O. Box 1029 Raleigh, NC 27602 The UCC members hold unsecured claims against the Debtors' estates pursuant to a variety of business and other relationships. The nature and amount of all disclosable economic interests as defined in Bankruptcy Rule 2019(a)(1) held by each UCC member in relation to the Debtors as of the Formation Date are as follows: 1. Estate of Brady Allen: an unliquidated, unsecured claim estimated at no less than $25,000,000; 2. Correct Rx: an unsecured claim of $9,810,215.34; 3. Ryan Curtis: an unliquidated, unsecured claim; 4. Diamond Drugs: an unsecured claim of $18,372,448.92; 5. Angela Hoyle: an unsecured claim of not less than $1,550,000.00; 6. Estate of Cristo Canett: an unliquidated, unsecured claim; 7. Estate of Frankie Jacquez: an unliquidated, unsecured claim; 8. Select Medical: an unsecured claim of $8,649,586.72; 9. Wellstar: an unliquidated, unsecured claim estimated at no less than $20,600,000; and 10. David Ryan Wood: an unliquidated, unsecured claim. Proposed Counsel to the Statutory Unsecured Claimholders' Committee: STINSON LLP Nicholas Zluticky, Esq. Zachary Hemenway, Esq. 1201 Walnut, Suite 2900 Kansas City, MO 64106 Telephone: (816) 842-8600 Email: nicholas.zluticky@stinson.com zachary.hemenway@stinson.com - and – Lucas Schneider, Esq. 1144 Fifteenth St., Suite 2400 Denver, Colorado 80202 Telephone: (303) 376-8400 Facsimile: (303) 376-8439 Email: lucas.schneider@stinson.com - and – PROSKAUER ROSE LLP Brian S. Rosen, Esq. Ehud Barak, Esq. Daniel Desatnik, Esq. Eleven Times Square New York, New York 10036-8299 Telephone: (212) 969-3000 Facsimile: (212) 969-2900 Email: brosen@proskauer.com ebarak@proskauer.com ddesatnik@proskauer.com - and - Paul V. Possinger, Esq. PROSKAUER ROSE LLP Three First National Plaza 70 West Madison, Suite 3800 Chicago, IL 60602-4342 Telephone: (312) 962-3570 Email: ppossinger@proskauer.com About Wellpath Holdings Wellpath Holdings, Inc. f/k/a CCS-CMGC Holdings, Inc., is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90533) on November 11, 2024, with $1 billion to $10 billion in assets and liabilities. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. The Debtor tapped Marcus A. Helt, Esq. at McDERMOTT WILL & EMERY LLP as bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD FRERES & CO. LLC and MTS PARTNERS, LP as investment bankers. WHITTIER SEAFOOD: Court Amends Final Cash Collateral Use -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Alaska, granted a corrected stipulated order amending the final cash collateral, based on a stipulation among Whittier Seafood, LLC, and its related debtor entities to use cash collateral. The Debtors are authorized to use cash collateral to pay expenses as set forth in a budget. The budget attached to the order shows the Debtors' total projected expenses for the period are $267,612. Cathay Bank is granted a first-priority lien on Whittier Seafood’s processing plant and associated properties in Whittier, Alaska, to secure $1,865,000 of its claim. The Debtors must maintain insurance on their assets as required by the Cathay loan documents and add Cathay as a loss payee and additional insured on the policy insuring the Whittier Plant. Whittier Seafood, LLC is granted a lien in the amount of $2,100,000 in real property owned by Salacia, which shall secure Whittier's obligations owed to its unsecured creditors as of the Petition Date. About Whittier Seafood, LLC Whittier Seafood, LLC owns and operates a fish processing plant in Whittier, Alaska. Whittier Seafood filed Chapter 11 petition (Bankr. D. Alaska Case No. 24-00139) on Aug. 19, 2024, with $10 million to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Thomas A. Buford, Esq., at Bush Kornfeld, LLP is the Debtor's legal counsel. Gregory Garvin, Acting U.S. Trustee for Region 18, appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. WIDEOPEN WEST: XAI Octagon Marks $1.4MM Loan at 16% Off ------------------------------------------------------- XAI Octagon Floating Rate & Alternative Income Trust has marked its $1,480,964 loan extended to WideOpenWest Finance LLC, Term Bto market at $1,244,010 or 84% of the outstanding amount, according to a disclosure contained in XAI Octagon's Amended Form N-CSR for the six-month period ended September 30, 2024, filed with the U.S. Securities and Exchange Commission. XAI Octagon is a participant in a Senior Secured First Lien Term Loan to WideOpenWest Finance LLC, Term B (3 M SOFR+ 3%). The loan matures on December 30, 2028. XAI Octagon Floating Rate & Alternative Income Trust is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust commenced operations on September 27, 2017. XAI Octagon is led by Theodore J. Brombach, President and Chief Executive Officer, and Derek J. Mullins, Treasurer and Chief Financial Officer. The Fund can be reach through: Theodore J. Brombach Octagon Floating Rate & Alternative Income Trust 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 - and - Benjamin D. McCulloch, Esq. XA Investments LLC 321 North Clark Street, Suite 2430 Chicago, IL 60654 Tel. No.: (312) 374-6930 With its headquarters in Englewood, Colorado, WideOpenWest Finance, LLC provides residential and commercial video, high speed data, and telephony services to Midwestern and Southeastern markets in the United States. WINDSTREAM SERVICES: $1.4BB Loan Add-on No Impact on Moody's B3 CFR ------------------------------------------------------------------- Moody's Ratings said that Windstream Services, LLC's ratings, including the B3 corporate family rating, and stable outlook are not affected by the company's proposed $1.4 billion add-on to its existing 8.25% senior secured first lien notes due October 2031 (rated B3). Proceeds from the new notes will be used to repay its existing $1.4 billion 7.75% senior secured first lien notes due August 2028 and pay transaction-related fees and expenses. The refinancing improves Windstream's debt maturity profile by eliminating its 2028 maturities. Windstream's next debt maturity is $2.7 billion of loans and notes maturing in 2031. RATINGS RATIONALE Windstream's B3 Corporate Family Rating reflects the company's elevated debt to EBITDA, continued declining revenue trends, and execution risks associated with the company's sizable capex program to expand its fiber footprint and upgrade its legacy copper network. Over the next two years, Moody's project Windstream will spend around $1.3 billion in net capex to connect 2 million homes, or 48% of its total passings with fiber, up from around 1.6 million homes as of September 30, 2024. Moody's believe this undertaking will limit the company's financial flexibility by keeping financial leverage at elevated levels and constrain financial resources by allocating most of the company's operating cash flows to fund this project. Under Moody's base case, debt to EBITDA will remain elevated in the low-to-mid 4x range until year end 2025. At the same time the rating takes into considerations the company's moderate operating scale and good liquidity, with no significant debt maturities prior to 2028, and $475 million in availability under the company's undrawn revolving credit facility expiring January 2027. In addition, Moody's believe the company's fiber-to-the-home (FTTH) strategy to connect around 48% of its footprint with fiber is necessary to reverse declining legacy revenue trends, fend off competitors, and improve long term value. For 2024 and 2025, Moody's project EBITDA margins to improve as the company exits low margin contracts within its Enterprise segment. All financial metrics cited reflect Moody's standard adjustments unless otherwise noted. Headquartered in Little Rock, AR, Windstream Services, LLC is a wireline operator. The company offers managed communications and high-capacity bandwidth and transport services to businesses across the US, and provides premium broadband, entertainment and security services through an enhanced fiber network to consumers and small and midsize businesses primarily in rural areas in 18 states. WORKHORSE GROUP: Grant Thornton Declines Reappointment ------------------------------------------------------ Workhorse Group Inc. disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that it was notified by Grant Thornton LLP that it declined to stand for reappointment as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024. The Former Auditor served as the Company's independent registered public accounting firm since 2018. The reports of the Former Auditor on the Company's financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report on the financial statements of the Company for the fiscal year ended December 31, 2023 included an explanatory paragraph indicating that there was substantial doubt as to the Company's ability to continue as a going concern. During the Company's fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through December 3, 2024, there (i) have been no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of such disagreements in its reports on the Company's financial statements and (ii) were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, other than the material weaknesses in the Company's internal control over financial reporting identified by the Company's management. These material weaknesses identified were as follows: * During the audit and review process, as applicable, related to the fiscal year ended December 31, 2023 and the fiscal quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 the Company's management identified a material weakness in the design of one of the Company's internal controls related to the review of the fair value calculation of the convertible note and warrant liability performed by a third-party valuation expert. The controls were not designed with a level of precision that would detect the use of an inappropriate input that could have a material impact on the valuation. * During the review process related to the fiscal quarter ended September 30, 2024, management identified a material weakness in the operation of the Company's internal controls over financial reporting related to the turnover of key accounting positions within the Company's finance organization and the ability of Company accounting personnel who have recently assumed new and additional responsibilities, with the assistance of external accounting consultants, to identify, evaluate and address technical accounting and disclosure issues that affect our consolidated financial statements on a timely basis. As a result of the Company's previously disclosed efforts to reduce costs and preserve liquidity, the Company was not able to attract, develop and retain sufficient resources to fulfill internal control responsibilities, resulting in the lack of a sufficient complement of personnel with an appropriate degree of knowledge and experience. Management has determined that this deficiency is related to employee turnover and insufficient internal resources in technical accounting and financial reporting impacting our internal control over financial reporting in the third quarter of 2024 and does not affect previously reported periods. As of December 9, 2024, the Company has not engaged a new independent accounting firm for the fiscal year ending December 31, 2024. At such time as a new independent accounting firm is engaged, the Company will file a Form 8-K disclosing such appointment. 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. Workhorse Group incurred a net loss of $123.9 million during the year ended December 31, 2023. As of June 30, 2024, Workhorse Group had $105.4 million in total assets, $46.7 million in total liabilities, and $58.6 million in total stockholders' equity. ZACHRY HOLDINGS: Dunham Hallmark Represents Creditors ----------------------------------------------------- The law firm of Dunham Hallmark, PLLC, filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Zachry Holdings, Inc., and affiliates, the firm represents the following Creditors: 1. Ursula Andres c/o Tommy L. Yeates Moore Landrey, L.L.P. 905 Orleans Street Beaumont, Texas 77701 2. Yelina Martinez, (Individually and as Estate Representative), as the surviving spouse of Jaime Martinez, Deceased; Sindy Martinez, Individually, as the surviving child of Jaime Martinez, Deceased; Sidney Martinez, Individually, as the surviving child of Jaime Martinez, Deceased; J.M., a minor child, Individually, as the surviving child of Jaime Martinez, Deceased. c/o Tommy L. Yeates Moore Landrey, L.L.P. 905 Orleans Street Beaumont, Texas 77701 Each of these claimants holds a claim against the Debtor for personal injury caused by Debtor or its affiliates. Dunham Hallmark, PLLC, does not own a claim or interest in the Debtors or the Debtors' estates. None of the claims have been assigned subsequent to the commencement of this case, and none have been solicited for purchase by Dunham Hallmark, PLLC. Dunham Hallmark, PLLC does not believe that its representation of the interest of the persons or entities will create a conflict between, or be adverse to, the interests of any of these parties. Dunham Hallmark, PLLC, is not representing a committee. Counsel to Creditors: Robert B. Dunham, Esq. DUNHAM HALLMARK, PLLC Southern District Admission No: 16164 4180 Delaware, Suite 301 Beaumont, TX 77706 Telephone: (409) 434-4185 Email: rdunham@dunhamhallmark.com About Zachry Holdings Zachry Holdings, Inc., is the engineering, construction, maintenance, turnaround and fabrication services offshoot of the storied family-owned business that began as H.B. Zachry Company one hundred years ago. The other offshoot, Zachry Construction, has operated separately from Zachry Industrial since the two businesses branched off from their common roots in 2008. The Zachry Group provides engineering and construction services to clients in the energy, chemicals, power, manufacturing, and industrial sectors across North America. None of the entities affiliated with Zachry Construction are Debtors in the chapter 11 cases. Zachry Holdings and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in assets and liabilities. James R. Old, general counsel, signed the petitions. Judge Marvin Isgur presides over the case. The Debtors tapped White & Case LLP as general bankruptcy counsel; Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation counsel; and Kurtzman Carson Consultants as notice & claims agent. ZARA LLC: Seeks Chapter 11 Bankruptcy Filing in West Virginia ------------------------------------------------------------- On December 10, 2024, Zara LLC filed Chapter 11 protection in the Northern District of West Virginia. According to court filing, the Debtor reports $1,620,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Zara LLC Zara LLC is the fee simple owner of seven properties located in Maryland, West Virginia, and Virginia having a total current value of $2.40 million (based on sales comparison and zillow.com estimate). Zara LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.W. Va. Case No. 24-00637) on December 10, 2024. In the petition filed by Ruby Mir, as owner and sole member, the Debtor reports total assets of $2,463,213 and total liabilities of $1,620,000. The Debtor is represented by: MORRIS PALERM 804 Pershing Drive, Unit 207 Silver Spring, MD 20910 Tel: (301) 424-6290 Email: bvardan@morrispalerm.com ********* 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 ***