/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240604.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 4, 2024, Vol. 28, No. 155 Headlines 117 SPENCER: Amends Country Bank Secured Claims Pay 99 CENTS ONLY: Ollie's Bargain Outlet Wins Bid for 11 Stores ABSOLUTE DIMENSIONS: Hires Hinkle Law Firm as Bankruptcy Counsel AEMETIS INC: Two of Four Proposals Passed at Annual Meeting ALROSE PATCHOGUE: Seeks to Hire Kirby Aisner & Curley as Attorney AMBRI INC: Lender Consortium to Acquire Assets AMERICAN AIRLINES: S&P Affirms 'B+' Issuer Credit Rating ASCENT RESOURCES: S&P Upgrades ICR to 'BB-', Outlook Stable ASTRA SPACE: Financial Strain Raises Going Concern Doubt AVALON GLOBOCARE: Posts $1.4MM Net Loss in Q1 2024 AVENIR WELLNESS: Reports $1.3MM Net Loss in Q1 2024 BASIS CHARTER SCHOOLS: S&P Affirms 'BB' LT Rating on Revenue Bonds BELINDA'S SOUTHERN: Taps Reece Marr as Bankruptcy Attorney BELLACOR.COM INC: Sells Assets to Repay Its Creditors BEN'S CREEK: Committee Taps George Law Group as Bankruptcy Counsel BEN'S CREEK: Taps Mineral Energy Resource as Mining Consultant BIOLINERX LTD: Posts $696,000 Net Loss in Q1 2024 BRIDGE DIAGNOSTIC: Hires Stretto Inc. as Claims and Noticing Agent BROCATO'S SANDWICH: Hires Buddy D. Ford P.A. as Attorney BROWNIE'S MARINE: Christopher Constable Quits as Director BUCKLAND CHARLEY: Hires Morrison Tenenbaum PLLC as Counsel BURGERFI INTERNATIONAL: To Consider Strategic Alternatives C&S GROUP: S&P Revises 'BB-' ICR Watch Implications to Developing CALAMP CORP: Case Summary & 30 Largest Unsecured Creditors CALAMP CORP: Files for Chapter 11 to Go Private CAN B CORP: Hires Haynie & Company as New Auditor CANTON & COMPANY: Wins Cash Collateral Access Thru July 26 CAPSITY INC: Unsecureds Will Get 100% of Claims over 5 Years CLS ELECTRIC: Wins Cash Collateral Access Thru June 30 CLST ENTERPRISES: Taps Weinberg Zareh Malkin as Bankruptcy Counsel COINBASE GLOBAL: S&P Alters Outlook to Stable, Affirms 'BB-' ICR CONDUENT INC: Moody's Affirms B1 CFR, Outlook Stable CREAGER MERCANTILE: Hires Kutner Brinen as Bankruptcy Counsel CUDDY MOUNTAIN: Hires Williams Law Group PLLC as Counsel DELTA 3 SOLUTIONS: Voluntary Chapter 11 Case Summary DISTRICT 5 BOUTIQUE: Voluntary Chapter 11 Case Summary DM & KC: Seeks to Hire Askew Law Firm as Substitute Counsel DORCLAIR INVESTMENT: Hires R.O.I. Properties as Real Estate Broker DYNATA LLC: Wins $31-Mil. Financing for Prepackaged Case EIGER BIOPHARMACEUTICALS: Taps Deloitte as Tax Services Provider EL DORADO GAS: Court OKs $8.8MM DIP Loan From FSB and GrayStreet EMBECTA CORP: Moody's Lowers CFR to B1 & Alters Outlook to Stable EQUALTOX LLC: Files Amendment to Disclosure Statement FIRST CHOICE: Posts $1.2MM Net Loss in Q1 2024 FOREMOST SPLICING: Hires Herren Dare & Streett as Counsel FREEDOM 26: Amends Freedom Unsecured Claims Details FULTON MERCER: Hires Gravis Law PLLC as Legal Counsel GLEANNLOCH CLA: Hires Cooper & Scully PC as General Counsel GOL LINHAS: Aims to Raise $1.5-Bil. New Equity to Repay DIP GOPHER RESOURCE: S&P Downgrades ICR to 'CCC', Outlook Negative GROUPE SOLMAX: Moody's Affirms B2 CFR & Alters Outlook to Negative GTCR EVEREST:S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable HERITAGE 10: Hires Berliner Cohen LLP as Special Counsel HILLTOP SPV: Case Summary & 20 Largest Unsecured Creditors HISTOGEN INC: Hires DLA Piper LLP as General Bankruptcy Counsel HISTOGEN INC: Seeks to Hire Armanino LLP as Financial Advisor INTERNATIONAL GRANITE: Unsecureds Get Share of Income for 3 Years IRON SPRINGS: Seeks Hire Stanley A. Zlotoff as Counsel ISUN INC: Case Summary & 30 Largest Unsecured Creditors JOHNSTON & RHODES: Taps Lori Bertsch-Brustman as Special Counsel JR PARTNERS: Hires Jones & Walden LLC as Legal Counsel JVK OPERATIONS: Seeks to Hire Spence Law Office as Attorney JW ALUMINUM: Moody's Affirms 'B3' CFR & Alters Outlook to Positive KEVIN CONCANNON: Unsecureds Will Get 25% of Claims over 4 Years KOKOMO KEY: Hires Latham Luna Eden & Beaudine as Counsel LA HACIENDA MOBILE: Gets $3.5 Million Subsidy from Fresno City LAVIE CARE CENTERS: Chapter 11 Filing Has Backing From Landlord LAVIE CARE CENTERS: In Chapter 11 After Closing 90 Nursing Homes LAVIE CARE: Case Summary & 30 Largest Unsecured Creditors LEWISBERRY PARTNERS: Hires Signature Properties as Broker LINDSEY HEATING: Hires Lefkovitz & Lefkovitz as Counsel LP PROPERTIES: Hires Law Offices of Kim Parker P.A as Counsel MAVIS TIRE: Moody's Affirms 'B3' CFR, Outlook Remains Stable MIDCAP FINANCIAL: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable MIDWEST DOUGH: Seeks to Hire Lentz Law PC LLO as Counsel MINIMALLY INVASIVE: Seeks to Hire Edwin Davis. Jr. as Accountant NB FLATS: U.S. Trustee Appoints Investors Committee NEW WAY MACHINE: Seeks to Hire Volpe and Koenig as IP Counsel NITRO FLUIDS: Seeks to Hire Epiq as Claims and Noticing Agent NITRO FLUIDS: U.S. Trustee Appoints Creditors' Committee NOVABAY PHARMACEUTICALS: Effects 1-for-35 Reverse Stock Split NV REIT: Artesian CPA Raises Going Concern Doubt OVAINNOVATIONS LLC: Seeks to Hire Frost PLLC as Accountant PANDORA MARKETING: Hires Schafer and Weiner PLLC as Lead Counsel PANDORA MARKETING: Trustee Hires Cohen & Cohen as Local Counsel PANDORA MARKETING: Trustee Taps Receivership as Financial Advisor PARKER ESTATES: Hires Gellert Seitz Busenkell as Counsel PLAYPOWER HOLDINGS: S&P Affirms 'CCC+' Issuer Credit Rating PRECISIONOMICS LLC: Taps Bulie Diaz Law Office as Legal Counsel PYNQ LOGISTICS: Seeks Chapter 7 Bankruptcy Liquidation RED LOBSTER: Closes About 100 Restaurants Nationwide RESIDENTIAL ADVERSITIES: Hires Fallon Law as Bankruptcy Counsel RITE AID CORP: Nears Post-Bankruptcy Funding Deal RNF FIRE: Seeks to Hire YK Law LLP as Bankruptcy Counsel ROMAN CATHOLIC: Hires Keller Benvenutti Kim LLP as Local Counsel SAM ASH: A&G Real Estate Plans to Market 27 Store Leases SAMSARA LUGGAGE: Financial Strain Raises Going Concern Doubt SCHOFFSTALL FARM: Taps Cunningham Chernicoff as Bankruptcy Counsel SCHOFFSTALL FARMS: Spring Gate Hits Chapter 11 Bankruptcy SCILEX HOLDING: Sends Letter to SEC & FINRA on Stock Manipulation SENECA MANAGEMENT: Trustee Taps Joseph A. Broderick as Accountant SOLIGENIX INC: Will Effect 1-for-16 Reverse Common Stock Split SOUTH HILLS: Seeks to Hire Omni Agent Solutions as Claims Agent SOUTH HILLS: U.S. Trustee Appoints Creditors' Committee STORYFILE INC: Court OKs $900,000 DIP Loan From Key 7 Investment SUGARHOUSE HSP: S&P Downgrades ICR to 'B-', Outlook Developing TABOR MANOR: Hires Dickinson Bradshaw Fowler as Counsel TABOR MANOR: Hires Gibbins Advisors as Financial Advisor TALCOTT FINANCIAL: S&P Affirms 'BB+' LT Issuer Credit Rating TARO INVESTMENT: Hires Ronald L. Schwartz as Attorney TBOTG DEVELOPMENT: Taps Armbrust & Brown as Litigation Counsel TED BAKER CANADA: Initiates Store Closing Sales Amid Bankruptcy TIJUANA FLATS: Court OKs Interim Cash Collateral Access TREE LANE: Hires Traverse LLC as Chief Restructuring Officer TREE LANE: Hires Winthrop Golubow Hollander LLP as Manager TREMONT CHICAGO: Taps Goldstein & McClintock as Bankruptcy Counsel TRILLION ENERGY: Posts $1.3MM Net Income in Q1 2024 TRULEUM INC: Hires Barton CPA as New Auditor TWENTY FOUR HOUR: Taps Twenty Century Accounting as Accountant U.S. LIGHTING: Anthony Corpora Quits as CEO and Director URGENTPOINT INC: Court OKs Interim Cash Collateral Access W.F. DELAUTER: Hires George S. Magas CPA PC as Accountant W.F. DELAUTER: Hires Ritchie Bros. Auctioneers as Auctioneer W.F. DELAUTER: Hires YVS Law LLC as Legal Counsel WEISS MULTI-STRATEGY: Hires Klestadt Winters as Counsel WHITESTONE UPTOWN: Hires National Appraisal Partners as Appraiser WJH ELM: Case Summary & Four Unsecured Creditors XTI AEROSPACE: CEO Michael Hinderberger's Contract Not Renewed XTI AEROSPACE: Hikes Maxim Equity Distribution Deal to $33.8-Mil. XTI AEROSPACE: Unit Signs Letter of Intent With AVX Aircraft ZUNIGA 23732: Seeks to Hire Ure Law Firm as Counsel [*] Paul Hastings Nabs Team of Top Lawyers From King & Spalding [*] Tom Panoff Joins Sheppard Mullin's Business Trial Practice [] Bankruptcy Filings in Colorado Rise 51% in April 2024 [^] Large Companies with Insolvent Balance Sheet ********* 117 SPENCER: Amends Country Bank Secured Claims Pay --------------------------------------------------- 117 Spencer, LLC, and 136 Spencer, LLC, submitted an Amended Disclosure Statement with respect to Amended Plan of Reorganization. The Plan will be funded by the Plan contribution and from the Debtor's continued operations. The Plan permits the Debtors to restructure their debts and continue operations. Allowed Secured Claims, Allowed Administrative Expense Claims, and General Unsecured Claims will be paid in full. 117 Spencer previously owned a mixed use building with 2 retail units and 16 residential apartment units. One of the retail units and 15 of the residential units are rented, each pursuant to a lease with the Debtor. The 117 Property is worth approximately $4,000,000. The Debtors intend to commence a lawsuit seeking to challenge Resource's Claims, discharge Resource's mortgages and assert any counter-claims against Resource. That lawsuit will be commenced in a court of competent jurisdiction, which include the Bankruptcy Court and the Commonwealth of Massachusetts Superior Court. The Debtors expect to commence that lawsuit prior to confirmation of the Plan, but in any event will commence it not later than the 90th day following confirmation of the Plan. The Town of Spencer, Massachusetts filed a proof of claim against 117 Spencer asserting a secured claim in the amount of $4,000,000 which is, apparently, based on an alleged right of reversion contained in the deed to the 117 Property. Attached to the Town's proof of claim is a copy of the response to the request for proposals submitted by Mr. Venuto (the "Response"). The Response states, in principal part, that the 117 Property would be renovated within 24 months to include 10,000 square feet of retail space on the first floor, and 20,000 square feet of residential units on the second and third floors. The Debtor disputes the Town's claim to an interest in the 117 Property. The 117 Property was, in fact, renovated as proposed in the Response within 24 months of June 10, 2019. Indeed, Country Bank re-financed the 117 Property in May of 2021 and, upon review of the circumstances at that time, was satisfied that 117 Spencer had renovated the 117 Property as proposed in the Response. Although two and one-half years have passed since any reversionary interest in the 117 Property would have vested, the Town has not, until filing its proof of claim, asserted any interest in the 117 Property. The Debtor believes that any interest the Town had in the 117 Property expired in June of 2021. The Town asserts that, as identified in the terms of its duly recorded deed of the 117 Property to the Debtor in 2019, the Debtor obligated itself to the Town as a condition of the sale to renovate, inter alia, "10,000 square feet of retail space on the first floor" of the Property within two years. That obligation remains outstanding and has not been excused by the Town. Renovation of more than 50% of the 1st floor from its condition in 2019 remains incomplete, and that portion of the 1st floor has remained unoccupied since that time. The cost to the Debtor of fulfilling that obligation, as well as the damages to the Town resulting from the Debtor's failure to perform, can be reasonably estimated, and the Town will be prepared to do so. The Town obtained a lien against the 117 Property to secure the obligation in the form of an interest in property identified as a right of entry for condition broken, as set forth in the 2019 deed, which right does not by its terms expire for non-exercise within a period of time. That the Town did not exercise its right of entry after two years and prior to the filing of the current bankruptcy petition, whereupon the Town learned that the Debtor had made a conveyance of the Property without reference to the Town's lien, is immaterial. Class 3 consists of Country Bank's Secured Claim against 117 Spencer. In full and final satisfaction, settlement, discharge and release of the Allowed Country Bank Secured Claim against 117 Spencer, the holder of the Allowed Country Bank Secured Claim shall receive payment in full of such Claim from the Reorganized Debtors by one of the following methods: * Until the maturity date set forth in the Country Bank Note (1) monthly payments of principal, interest and any escrow deposits, in each instance in the amounts set forth in the Country Bank Note, and (2) payment of such other amount as may be due under the Country Bank Loan Documents in accordance with the terms of such documents, provided that any such amount that is accrued prior to the Effective Date shall be paid upon the earlier to occur of: (A) agreement between 117 Spencer and Country Bank as to such amount, or (B) within 5 business days of the Allowance of such amount by the Bankruptcy Court. All amounts due under the Country Bank Loan Documents shall be paid in full not later than the maturity date set forth in the Country Bank Note. * By such treatment as is agreed upon in writing between the Debtors and the holder of the Allowed Country Bank Secured Claim. Class 6 consists of the General Unsecured Claims against the Debtors. In full and final satisfaction, settlement, discharge and release of the Allowed General Unsecured Claims against the Debtors, each holder of an Allowed General Unsecured Claim shall receive, on the later to occur of the Effective Date or the date such Claim is Allowed, payment in full of such Allowed Claim with interest from the Petition Date to the Effective Date at the Federal Judgment Rate: (a) in cash, or (b) in three equal quarterly payments, with additional interest, calculated at the Federal Judgment Rate, until such time as the Allowed Claim has been paid in full. The Debtors shall elect which treatment the holder of an Allowed General Unsecured Claim shall receive. The Plan will be funded by the Plan Contribution and from the Debtors' continued operations. Upon the Effective Date, the Debtors are authorized to take all action permitted by their Organization Documents (as applicable) and by the law, including, without limitation, to use their Cash and other Assets for all purposes provided for in the Plan and in their operations, to borrow funds, to obtain new financing secured by their Assets (provided such financing is not secured by a Lien senior to the Liens retained by certain creditors under the Plan), and to grant liens on their unencumbered Assets. Ms. Venuto shall provide the Plan Contribution. Following the Effective Date, Ms. Venuto will be the manager of each of the Reorganized Debtors. For the first year following the Effective Date, Ms. Venuto will receive the reimbursement of her out of pocket expenses in acting as the manager, but will not receive any other compensation for such services. After that time, Ms. Venuto's compensation will be determined by the Reorganized Debtors, provided that any such compensation does not impair the Reorganized Debtors' ability to make the payments required under the Plan. A full-text copy of the Amended Disclosure Statement dated May 14, 2024 is available at https://urlcurt.com/u?l=RFZnoM from PacerMonitor.com at no charge. Counsel for the Debtor: D. Ethan Jeffery, Esq. Leah A. O'Farrell, Esq. MURPHY& KING, P.C. 28 State St., Suite 3101 Boston, MA 02109 Tel: (617) 423-0400 E-mail: ejeffery@murphyking.com lofarrell@murphyking.com About 117 Spencer and 136 Spencer 117 Spencer, LLC, is a Massachusetts limited liability company that was formed in 2019 to own and operate the real estate located at 117 Main Street, Spencer, Massachusetts. Lisa Venuto and Peter Venuto, who are married, collectively own 100% of the Debtor's membership interests. Peter Venuto is the manager of the Debtor. 117 Spencer, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-40590) on July 21, 2023. In the petition signed by Peter Venuto (by Lisa Venuto under power of attorney), the Debtor disclosed up to $10 million in both assets and liabilities. 136 Spencer LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-40684) on Aug. 23, 2023, listing $500,001 to $1 million in both assets and liabilities. Judge Elizabeth D. Katz oversees the cases. D. Ethan Jeffery, Esq., at Murphy & King, Professional Corporation, serves as the Debtors' legal counsel. 99 CENTS ONLY: Ollie's Bargain Outlet Wins Bid for 11 Stores ------------------------------------------------------------ Nate Delesline III of Retail Dive reports that discount retailer Ollie's announced May 24, 2024, that it's acquiring 11 former 99 Cents Only stores. Ollie's said the U.S. Bankruptcy Court for the District of Delaware approved the company's stalking horse bid for the 99 Cents stores for $14.6 million in cash on Thursday. 99 Cents Only announced it would liquidate on April 4, 2024 and less than a week later, the California-based company filed for Chapter 11. All 11 of the acquired 99 Cents stores are in "key markets" in Texas, the company said. Three are owned properties and the rest are leased. Ollie's said the store acquisitions are expected to close in early June. "We are very excited to be announced as the winning bidder of these store locations," Ollie's CEO John Swygert said in a statement. "These stores are the right size, located in good trade areas, have attractive rents and leasing structures, and have been serving value-oriented customers for many years. Texas is a great market for us that has tremendous growth potential and continues to benefit from strong population growth." Pennsylvania-based Ollie's said Friday it operated 516 stores in 30 states. The company said during a March earnings call that its latest analysis indicates the company has room to grow its store footprint to 1,300 locations, up from a prior goal of 1,050. Regarding the new Texas locations, "we are focused on getting these stores up and running as quickly as possible, given the occupancy expenses we will begin incurring at closing," Swygert said. "We are maintaining our target of 50 new stores, less two planned closures, for fiscal 2024 and are in the early stages of evaluating the impact on our new store opening cadence this year." Ollie's net sales for fiscal year 2023 rose 15.1% to about $2.1 billion. Comparable store sales also rose 5.7% year over year from a decrease of 3%. Ollie's reported its net income also rose to $181.4 million, up 76% from $102.8 million the prior year. At the time of its Chapter 11 filing, 99 Cents had 371 locations in California, Arizona, Nevada and Texas with its top 10 creditors owed nearly $35 million, according to court documents. About Number Holdings Founded in 1982, 99 Cents Only Stores LLC -- http://www.99only.com/ -- operate over 370 "extreme value" retail stores in California, Arizona, Nevada and Texas under the business names "99¢ Only Stores" and "The 99 Store." The Company offers its customers a wide array of quality products from everyday household items to fresh produce, deli, and other grocery items, to an assortment of seasonal and party merchandise, many of which are still priced at or below 99.99 cents. The Company's stores are primarily located in urban areas and underserved communities, many of which lack close access to traditional grocery stores. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10719) on April 7, 2024. In the petition signed by Christopher J. Wells, as chief restructuring officer, the Debtor disclosed up to $10 billion in both assets and liabilities. Judge Kate Stickles oversees the case. The Debtors tapped Milbank LLP as general bankruptcy counsel, Morris, Nichols, Arsht & Tunnel LLP as Delaware bankruptcy counsel, Jefferies LLC as investment banker, Alvarez & Marsal North America, LLC as financial advisor, Hilco Merchant Resources, LLC and Hilco Real Estate, LLC as retail consultant and real estate consultant, and Kroll Restructuring Administration LLC as claims and noticing agent. ABSOLUTE DIMENSIONS: Hires Hinkle Law Firm as Bankruptcy Counsel ---------------------------------------------------------------- Absolute Dimensions, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Hinkle Law Firm LLC as its bankruptcy counsel. Hinkle Law Firm will render these services: (a) advise the Debtor of its rights, powers, and duties in the operation and management or liquidation of its business and property; (b) advise the Debtor concerning and assist in the negotiation and documentation of financing agreements, cash collateral orders (if any) and related transactions; (c) investigate into the nature and validity of liens asserted against the property of the Debtor, and advise the Debtor concerning the enforceability of those liens; (d) investigate and advise the Debtor concerning and take such action as may be necessary to collect income and assets in accordance with applicable law and recover property for the benefit of the Debtor's estate; (e) prepare legal papers; (f) advise the Debtor concerning and prepare responses to applications, motions, pleadings, notices, and other documents which may be filed and served herein; (g) counsel the Debtor in connection with the formulation, negotiation, and promulgation of plan and related documents; and (h) perform such other necessary legal services. The firm will be paid at these rates: Nicholas R. Grillot $310 per hour Lora J. Smith $230 per hour Associates $200 per hour Legal Assistants $135 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received from the Debtor a pre-petition retainer of $20,000. Nicholas Grillot, Esq., and Lora Smith, Esq., attorneys at Hinkle Law Firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Nicholas R. Grillot, Esq. Lora J. Smith, Esq. Hinkle Law Firm LLC 1617 N. Waterfront Parkway, Ste. 400 Wichita, KS 67206 Telephone: (316) 660-6211 Facsimile: (316) 660-6523 Email: ngrillot@hinklaw.com lsmith@hinklaw.com About Absolute Dimensions, LLC Absolute Dimensions, LLC specializes in 3, 4, and 5 axis and CNC machining as well as Water Jet cutting. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 24-10392) on 24-10392. In the petition signed by Stephen Brittain, managing memmer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mitchell L. Herren oversees the case. Nicholas R. Grillot, Esq., at Hinkle Law Firm, LLC, represents the Debtor as legal counsel. AEMETIS INC: Two of Four Proposals Passed at Annual Meeting ----------------------------------------------------------- Aemetis, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company held its Annual Meeting of Stockholders on May 29, 2024, at which the stockholders: (1) elected Naomi L. Boness and Timothy A. Simon to the Company's board of directors, each as a Class III director to hold office until the Company's 2027 annual meeting of stockholders and until their successor is duly elected and qualified; (2) ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2024; (3) did not approve a proposal to amend the Delaware Certificate of Incorporation to reduce the number of authorized preferred shares; and (4) did not approve a proposal to amend the Delaware Certificate of Incorporation to provide officer exculpation. About Aemetis Headquartered in Cupertino, California, Aemetis -- www.aemetis.com -- is a renewable natural gas, renewable fuel and biochemicals company focused on the operation, acquisition, development and commercialization of innovative technologies that replace petroleum-based products and reduce greenhouse gas emissions. Founded in 2006, Aemetis is operating and actively expanding a California biogas digester network and pipeline system to convert dairy waste gas into Renewable Natural Gas. Aemetis owns and operates a 65 million gallon per year ethanol production facility in California's Central Valley near Modesto that supplies about 80 dairies with animal feed. Aemetis owns and operates a 60 million gallon per year production facility on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. Aemetis is developing the sustainable aviation fuel (SAF) and renewable diesel fuel biorefinery in California to utilize renewable hydrogen, hydroelectric power, and renewable oils to produce low carbon intensity renewable jet and diesel fuel. Aemetis said in its Quarterly Report on Form 10-Q for the period ended March 31, 2024, that "As a result of negative capital, negative operating results, and collateralization of substantially all of the Company assets, the Company has been reliant on its senior secured lender to provide extensions to the maturity dates of its debt and loan facilities, and was required in 2023 to remit excess cash from operations to the senior secured lender. In order to meet our obligations during the next twelve months, we will need to refinance debt with our senior lender for amounts becoming due in the next twelve months or receive the continued cooperation of our senior lender. This dependence on our senior lender raises substantial doubt about the Company's ability to continue as a going concern." ALROSE PATCHOGUE: Seeks to Hire Kirby Aisner & Curley as Attorney ----------------------------------------------------------------- Alrose Patchogue, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kirby Aisner & Curley LLP as its attorneys. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties as a Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. prepare the necessary legal papers required for Debtor who seeks protection from its creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; e. attend meetings and negotiate with representatives of creditors and other parties in interest; f. advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of the business and its assets; g. represent the Debtor in connection with obtaining post-petition financing; h. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and i. perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor, its creditors and its estate. The firm's 2024 hourly rates are: Partners $475 to $575 Associates $295 to $325 Law Clerks/Paralegals $150 to $200 In addition, the firm will seek reimbursement for expenses incurred. The firm received a pre-petition retainer payment in the amount of $35,000. Dawn Kirby, Esq., a partner at Kirby Aisner & Curley, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dawn Kirby, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Telephone: (914) 401-9500 Email: dkirby@kacllp.com About Alrose Patchogue, LLC Alrose Patchogue is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Alrose Patchogue, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10836) on May 14, 2024, listing $10,005,901 in assets and $5,163,314 in liabilities. The petition was signed by Penny Hart as manager. Dawn Kirby, Esq. at Kirby Aisner & Curley, LLP represents the Debtor as counsel. AMBRI INC: Lender Consortium to Acquire Assets ---------------------------------------------- Ambri has agreed to the terms of a stalking horse purchase agreement with a consortium of its lenders, pursuant to which the Lender Consortium would acquire substantially all of the assets of the Company, subject to higher and better bids from other parties during an expedited sale process. To facilitate the sale, Ambri has filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware. The Company is seeking approval of the proposed transaction pursuant to Section 363 of the U.S. Bankruptcy Code, which will allow interested parties to submit higher or better bids for the Company. In addition, the transaction is subject to Bankruptcy Court approval, any regulatory or other approvals that may be required by law, and other customary conditions. Ambri currently expects to complete the process and close a sale in the next several months. Ambri has obtained commitments for debtor-in-possession ("DIP") financing from the Lender Consortium, as well as consent to use their cash collateral in accordance with an approved budget. This financing is expected to fund its business throughout the sale process, which is expected to be approved in July 2024. The Lender Consortium also expects to fund additional amounts to the company upon the closing of the sale if its bid is the winning bid, to ensure that the recapitalized company has sufficient liquidity to continue to drive the development of its technology post-closing. "Ambri continues to make progress on advancing cell technology into its 3rd generation and moving towards its objective of establishing a commercial business," said Dan Leff, Executive Chair and President of Ambri. "We are taking steps to build on this progress by strengthening our financial position and working with our lenders to support our future success." Mr. Leff added, "We appreciate the constructive engagement we've had with our lenders to date, and we look forward to continuing to work together towards the best path for the business and all our stakeholders. We are also grateful to our employees for their continued hard work and dedication. As we move forward, our team remains focused on delivering a long-life, safe and low-degradation battery system for long duration energy storage applications. We look forward to completing the sale process and to charting a healthy and successful next chapter for Ambri." Ambri has filed a number of customary first day motions with the U.S. Bankruptcy Court seeking authorization to support its operations during the court-supervised sale process, including the continued payment of employee wages and benefits without interruption. The Company expects to receive Court approval for these requests. Payments to vendors and suppliers for goods and services provided after the filing date will be paid on normal terms. About Ambri Inc. Ambri Inc. specializes in the development of an advanced energy storage solution through its patented "Liquid MetalTM battery" technology. Ambri is a pre-revenue Liquid MetalTM battery technology company working to become a leading global provider of long-duration, grid-scale, energy storage that can solve the most critical issues facing today's electricity grid and enable wide-spread adoption of intermittent renewable energy as a 24-7 power source. The company is developing batteries that are expected to be low-cost, highly reliable, extremely safe, degrade only minimally over their lifespan, and can shift fundamentally how power grids operate and source their power, thereby contributing to the goal of a cleaner energy future. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10952) on May 5, 2024, with $50 million to $100 million in assets and liabilities. Nora Murphy, chief financial officer, signed the petition. Judge Laurie Selber Silverstein presides over the case. The Debtor tapped POTTER ANDERSON COROON LLP as counsel and GOODWIN PROCTER LLP as co-bankruptcy counsel. AMERICAN AIRLINES: S&P Affirms 'B+' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings affirmed its issuer credit rating on American Airlines Group Inc. (AAL) at 'B+'. S&P said, "We also raised some of our ratings on the company's enhanced equipment trust certificates (EETC) following debt amortization and stronger-than-expected aircraft valuations. "The stable outlook reflects our expectation that AAL will continue to reduce debt from free cash flow over the next two years. This leads to modest improvement in its credit measures next year. "We assume lower-than-expected operating results in 2024 will limit improvement in AAL's credit measures, which we view as weak for its rating. The company recently revised its earnings guidance down for second-quarter 2024--its seasonally strongest quarter--mainly due to softer-than-expected domestic U.S. market conditions. The most notable revision, in our view, is the expected drop in total revenue per available seat mile (TRASM) by 5%-6% year over year (from a decline of 1%-3%). AAL also expects unit cost inflation to ease slightly, but we assume a year-over-year decline in earnings and cash flow this year. "As a result, we estimate FFO to debt at just over 12% in 2024, and S&P Global Ratings-adjusted debt to EBITDA at about 5x. We consider these measures at the lower end of our financial risk assessment and weak for the rating. We assume modest improvement in AAL's credit measures next year, which supports our rating. However, there is limited downside buffer in case of sustained underperformance relative to our estimates through 2025." AAL is in the process of refining its capacity plans for the second half of this year and expects a slower rate of growth (3.5% year over year, though potentially lower if deemed necessary). The company is also evaluating its corporate sales and distribution strategy, which contributed to weaker-than-expected booking activity this quarter amid a more competitive market environment. It is unclear what effects future changes will have on margins, but we expect more visibility over the near term. Modest capital expenditure (capex) provides important financial flexibility. AAL is likely to provide further updates regarding expected free cash flow generation; it is currently targeting about $2 billion in 2024. S&P's assumption for free cash flow generation this year is now lower due to its updated earnings estimate. However, S&P assumes it remains firmly positive and AAL will allocate it toward debt reduction. AAL faces relatively modest capex requirements for new aircraft (particularly relative to its network peers), following significant fleet revitalization prior to the pandemic. AAL targets annual aircraft spending of about $3 billion-$3.5 billion through the end of this decade--a steady profile that supports its free cash flow generating capacity. In S&P's view, continued reduction in its large debt levels (about $36 billion on an S&P Global Ratings-adjusted basis as of March 31, 2024), will mitigate the downward revision to our earnings estimates on AAL's prospective credit measures. S&P said, "We believe it is early to suggest domestic U.S. demand will ease this year from strong levels. AAL attributed part of the guidance revision to industry dynamics, based on excess capacity and softer pricing that includes more discounting activity. We believe this was likely most notably in its key leisure markets in the southern U.S. (Sunbelt) and short-haul flights to the Caribbean (rather than the broader U.S. domestic market). Relative to its network peers, AAL has the largest exposure to these markets and is a key reason for its reduced TRASM guidance. "Still, the company expects supply/demand fundamentals to improve in the latter part of the year, which we consider a credit positive. Moreover, strong trans-Atlantic passenger demand has shown no signs of easing." S&P believes AAL will gradually benefit from growth in premium revenues, which are higher margin and the company increasingly targets. AAL recently highlighted the growing importance of its loyalty business (AAdvantage) and premium revenues. AAdvantage customers accounted for 72% of its premium content revenue (i.e., upsell, loyalty, partnership) in first-quarter 2024. The company is planning a strategic renewal of its approach to corporate customers, following worse-than-desired results from its new distribution strategy implemented last year (which also contributed to the downward revenue revision this quarter). AAL also has an opportunity to expand its presence in smaller and underserved regional markets due in part to its fleet characteristics (large number of regional jets) and hub connectivity. While we assume lower near-term margins, these initiatives could enhance its competitive position domestically. S&P believes refinancing risk has declined. The company has made good progress addressing future debt maturities and demonstrated access to credit markets. Debt repayments in 2025 remain large at about $5.2 billion, but this compares to over $9 billion at year-end 2022. Most of the remaining obligations are scheduled debt amortization, followed by $500 million in unsecured notes and $1 billion in convertible debt. AAL completed refinancing transactions over the past six months, including a $1.1 billion term loan and $1 billion secured notes issuance in the latter part of 2023 (proceeds used to redeem its 11.75% secured notes). S&P believes future equipment financing could also increase cash available for debt repayment. AAL had over $8 billion in cash as of March 31, 2024. S&P said, "However, in our view, the reduction of refinancing risk has been offset by weaker recent and prospective credit measures. The company's FFO to debt of 12.3% at year-end 2023 is weak for our financial risk assessment and roughly in line with our downside rating scenario. As noted above, we assume a similar level this year, before improving in 2025. Mainly for this reason, we continue to apply a negative one-notch comparable ratings modifier to derive our final rating. "The stable outlook reflects our view that AAL will generate relatively stable credit measures in 2024, with modest improvement in 2025. We estimate FFO to debt of about 12% this year, and modestly higher in 2025. We expect debt reduction from free cash flow will mitigate lower earnings in 2024. We assume continued debt reduction will underpin a modest reduction in leverage next year. We also expect the company will not face issues addressing its debt maturities." S&P could lower the rating if: -- S&P expects AAL's FFO to debt to remain near 12% over the next two years. In this scenario, it expects limited growth in the company's revenue, which could follow weaker-than-expected travel demand and fares, or higher-than-expected costs that further pressure earnings; or -- Materially weaker free cash flow limit the company's capacity to reduce debt. S&P could raise its rating within the next 12 months if it expects AAL to generate and maintain FFO to debt of about 16%, with no material credit risk associated with debt maturities. In this scenario, S&P expects steady free cash flow generation and growth in the company's earnings and cash flow, most likely linked to higher passenger volumes and average fares that more than offset cost inflation. ASCENT RESOURCES: S&P Upgrades ICR to 'BB-', Outlook Stable ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Oklahoma-based oil and gas exploration (E&P) and production company Ascent Resources Utica Holdings LLC to 'BB-' from 'B+' and its issue-level rating on its unsecured debt to 'BB-' from 'B+'. S&P also revised its recovery rating to '4' (rounded estimate: 45%) from '3' reflecting a decline in the company's reserve valuation. The stable outlook reflects S&P's expectation that Ascent will continue to reduce borrowings under its credit facility and maintain modest financial policies such that funds from operations (FFO)/debt will average approximately 60% and debt to EBITDA about 1.5x over the next two years. Additionally, S&P would expect any additional distributions to shareholders from the company would be within free cash flow. The upgrade on Ascent reflects S&P's expectation for continued improvement in Ascent's financial results with support from additional debt repayment, favorable hedges, and supportive debt maturity profile. After simplifying its balance sheet in 2023 by paying down its second-lien term loan, the company continues to reduce debt by paying off an additional $120 million of borrowings on its credit facility during the first quarter of 2024. S&P said, "We expect Ascent to continue to reduce borrowings on its credit facility in 2024 using free cash flow. While the company did increase its distribution payout in the first quarter to approximately $56 million from $12.5 million in the prior two quarters, we note that the distribution was well with-in cash flow. We expect future quarterly distributions as well; however, the amount of the distribution is decided on a quarterly basis and we do not expect distributions to exceed annual free cash flow nor do we expect the company to increase debt levels to support distributions. Supporting the company's cash flow are its significant hedges, including approximately 75% of its expected 2024 natural gas production hedged at a floor price of $3.53/million (mm)Btu, approximately 70% of its expected 2025 natural gas production hedged at a floor price of $3.83/mmBtu, and approximately 78% of its expected 2024 oil volumes hedged at a floor price of greater than $75 per barrel (bbl). The company has some collars in place to allow for pricing upside should natural gas prices significantly increase over the next three years. We forecast average FFO to debt around 60% and debt to EBITDA below 1.5x over the next two years." Ascent's sizeable position in the Utica shale in Ohio supports S&P's rating. The company has a large reserve base in the low-cost Utica shale, including year-end 2023 proved reserves of 8.9 trillion cubic feet equivalent (tcfe), 86% of which is natural gas and 66% is proved developed. Ascent expects to utilize three drilling rigs, spud 60-65 wells, and turn-in-line 50-60 wells with an average lateral length of over 16,000 feet during 2024. Operationally, Ascent continues to make efficiency gains with lower average spud to rig release days, lower drilling and completion (D&C) costs per lateral foot, and averaging more frac stages per day when compared to the first quarter of 2023. S&P said, "As a result, we expect capital spending will decline to about $750 million-$810 million in 2024 from about $1.1 billion in 2023. Approximately 60%-65% of Ascent's drilling and completion capital expenditures will target liquids rich acreage and, therefore, we expect natural gas production to decline about 5% compared to 2023, partially offset by increasing liquids production. We continue to view Ascent's larger scale and size favorably compared with its 'B' category peers, which is further supported by our expectation for continued improvement in its financial measures due to its reduced debt levels." S&P said, "The stable outlook reflects our expectation that Ascent will continue to reduce borrowings under its credit facility and maintain modest financial policies such that FFO/debt will average approximately 60% and debt to EBITDA about 1.5x. Additionally, we would expect any additional distributions to shareholders from the company would be within free cash flow. "We could lower our rating on Ascent if its credit measures weaken such that FFO to debt declines below 45% and its debt to EBITDA increases above 2x on a sustained basis." This could occur if -- Natural gas prices decline further, likely in conjunction with a weakening in the company's hedging program; -- Ascent's capital spending rises without a commensurate increase in its production; or -- If the company pursues a more aggressive shareholder return policy or does not reduce debt in-line with expectations. S&P could raise its rating on Ascent if it grows its reserves or diversifies its assets such that its scale compares more favorably to higher rated peers, and its average FFO to debt remains above 60% and debt to EBITDA below 1.5x. This could occur if: -- Natural gas prices improve well above our assumptions, providing increased cash flow and supporting credit metrics, or -- The company pursues accretive acquisitions, while balancing its debt load and shareholder returns. S&P could also consider a higher rating if it no longer viewed the company as controlled by a financial sponsor. ASTRA SPACE: Financial Strain Raises Going Concern Doubt -------------------------------------------------------- Astra Space, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 30, 2024, that substantial doubt exists about its ability to continue as a going concern. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $2 billion. As of March 31, 2024, the Company's existing sources of liquidity are cash and cash equivalents of $6.6 million, which includes $3.5 million in funds that are required to be set aside in a segregated account under the terms of the Merger Agreement and used only for specified purposes, and restricted cash of $0.5 million related to a letter of credit issued to secure our performance obligations under a customer contract. the Company cannot access this restricted cash until we have begun delivery of flight sets for this customer's program, which is expected to be in November 2024 pursuant to the contract schedule. The Company believes that its current level of cash and cash equivalents is not sufficient to fund commercial scale production and sale of its services and products. Since December 31, 2023, through the date of this Quarterly Report, the Company has raised gross proceeds of approximately $19.9 million through the sale of Convertible Notes and Company Warrants, exercisable into 7,793,132 shares of the Company's Class A Common Stock. Notwithstanding the proceeds raised from the issuance of these additional Convertible Notes and Company Warrants, the Company expects it will need to continue to raise substantial additional funds through the issuance of additional debt, equity or both in order to execute on its business plan and continue its business operations through to the closing of the Merger Agreement. Under the terms of the Merger Agreement, the Company is restricted from incurring new debt or issuing equity except through the offer and sale of the Convertible Notes and Company Warrants. The Merger Agreement further prohibits the Company from issuing Convertible Notes or Company Warrants to any person prior to the consummation of the Merger unless (i) such person becomes a noteholder under the Noteholder Conversion Agreement or a holder under the Warrant Exchange Agreement, respectively, by executing a joinder agreement substantially in the form attached to such agreement and delivering the same to each of Merger Sub and Parent and (ii) holders of a majority in interest of the Convertible Notes or Company Warrants, as applicable, then outstanding consent to such issuance and joinder, all of which may affect the Company's ability to raise additional funds from the sale of its Convertible Notes and Company Warrants on the timing needed. If the Company is unable to obtain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. The Company may be required to delay, limit, reduce or terminate its product development activities or future commercialization efforts or cease business operations, including through a petition for voluntary relief under Chapter 7 of the United States Bankruptcy Code. At various points during the second half of 2023 and thus far in 2024, the Company has considered and even begun preparations to file for voluntary relief under either Chapter 11 or Chapter 7 of the Bankruptcy Code because the Company faced an inability to fund its ongoing operations. As a result of these uncertainties, and notwithstanding management's plans and efforts to date, there is substantial doubt about the Company's ability to continue as a going concern for a period of 12 months. If the Company is unable to raise substantial additional capital in the near term and as necessary to continue the Company's business operation to a closing of the Merger, the Company's operations and production plans will be further scaled back or curtailed, and the Company may be required to file a Chapter 7 Liquidation. If the funds raised are insufficient to provide a bridge to the closing of the Merger, or, in the case of a termination of the Merger Agreement, full commercial production at a profit, the Company's operations could be severely curtailed or cease entirely, and the Company may be required to file a Chapter 7 Liquidation and in such case, may not realize any significant value from the liquidation of its assets. A full-text copy of the Company's Form 10-Q is available at https://bit.ly/3X5GYwb About Astra Space Alameda, Calif.-based Astra Space, Inc. designs, tests, manufactures and operates the next generation of Launch Services and Space Products and services that it expects to enable a new generation of global communications, earth observations, precision weather monitoring, navigation, and surveillance capabilities. As of March 31, 2024, the Company had $78.2 million in total assets, $111.9 million in total liabilities, and total stockholders' deficit of $33.7 million. AVALON GLOBOCARE: Posts $1.4MM Net Loss in Q1 2024 -------------------------------------------------- Avalon GloboCare Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1,367,513 for the three months ended March 31, 2024, compared to a net loss of $2,919,744 for the three months ended March 31, 2023. The Company had a working capital deficit of approximately $7,026,000 at March 31, 2024 and had incurred recurring net losses and generated negative cash flow from operating activities of approximately $1,368,000 and $916,000 for the three months ended March 31, 2024, respectively. The Company has a limited operating history and its continued growth is dependent upon the continuation of generating rental revenue from its income-producing real estate property in New Jersey and income from equity method investment through its 40% interest in Lab Services MSO and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. In addition, the current cash balance cannot be projected to cover the operating expenses for the next 12 months. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans on raising capital through the sale of equity to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to the Company on satisfactory terms and conditions, if any. As of March 31, 2024, the Company had $20,333,236 in total assets, $14,279,360 in total liabilities, and total equity of $6,053,876. A full-text copy of the Company's Form 10-Q is available at https://bit.ly/3V4RSQw About Avalon GloboCare Corp. Headquartered in Freehold, New Jersey, Avalon GloboCare Corp. (NASDAQ: ALBT) -- www.avalon-globocare.com -- is a commercial stage company dedicated to developing and delivering innovative, transformative, precision diagnostics and clinical laboratory services. Avalon is working to establish a leading role in the innovation of diagnostic testing, utilizing proprietary technology to deliver precise, genetics-driven results. The Company also provides laboratory services, offering a broad portfolio of diagnostic tests including drug testing, toxicology, and a broad array of test services, from general bloodwork to anatomic pathology, and urine toxicology. As of December 31, 2023, the Company had $20,582,536 in total assets, $13,213,760 in total liabilities, and $7,368,776 in total equity. New York, N.Y.-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AVENIR WELLNESS: Reports $1.3MM Net Loss in Q1 2024 --------------------------------------------------- Avenir Wellness Solutions, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.3 million on $440,000 of revenue for the three months ended March 31, 2024, compared to a net loss of $209,000 million on $1.2 million of revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $29,000 of cash on hand, had an accumulated deficit of $124.7 million and a working capital deficit of $11.8 million. "Our operating activities consume a portion of our cash resources," the Company explained. "We anticipate that we will continue to incur operating losses and negative cash flows from operations as we execute our strategic and business development initiatives. These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company may need to complete additional equity or debt financings to fully execute its business plans and strategies. "We have previously funded our operating losses primarily through the issuance of common stock or promissory notes and cash generated from our product sales. We anticipate that we will incur decreased operating losses and negative cash flows from operations as we execute on our strategic and business development initiatives and with the elimination of overhead and operating expenses related to the Company's pharmaceutical business segment that have been discontinued in connection with the Asset Sale," the Company said. There can be no assurance, however, that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. A full-text copy of the Company's Form 10-Q is available at https://bit.ly/3KxMsZ7 About Avenir Wellness Sherman Oaks, Calif.-based Avenir Wellness Solutions, Inc., including its wholly owned subsidiary, The Sera Labs, Inc., is a broad platform technology company focusing on the development of nutraceutical formulation and delivery technologies in novel dosage forms to improve efficacy and enhance wellness. As of March 31, 2024, the Company had $1.8 million in total assets, $13 million in total liabilities, and $11.1 million in total stockholders' deficit. Pittsburgh, Pa.-based Urish Popeck & Co., LLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated May 16, 2024, citing that the Company has suffered recurring losses from operations, has an accumulated deficit, negative stockholders' equity, a working capital deficit, and expects future losses. These conditions raise substantial doubt about its ability to continue as a going concern. BASIS CHARTER SCHOOLS: S&P Affirms 'BB' LT Rating on Revenue Bonds ------------------------------------------------------------------ S&P Global Ratings revised its outlook to positive from stable and affirmed its 'BB' long-term rating and underlying rating (SPUR) on the Phoenix Industrial Development Authority, Ariz.'s and the Arizona Industrial Development Authority's educational facility revenue bonds, issued for BASIS Charter Schools Inc. (BCSI). "The positive outlook revision reflects our view of BASIS' consistently strong academic reputation and demand metrics, improving operating performance and financial metrics, and reduction in negative unrestricted net assets," said S&P Global Ratings credit analyst Jessica Wood. S&P said, "We could consider revising the outlook to stable during the outlook period if maximum annual debt service (MADS) coverage decreases, if financial performance deteriorates, or if BCSI issues more debt than anticipated that pressures metrics relative to category medians. "We would consider an upgrade if BCSI maintains its MADS coverage, continues to produce positive operations on a generally accepted accounting principles basis, and reduces its negative unrestricted net assets position, while maintaining its excellent enterprise profile." BELINDA'S SOUTHERN: Taps Reece Marr as Bankruptcy Attorney ---------------------------------------------------------- Belinda's Southern Cuisine, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Paul Reece Marr, P.C. as its bankruptcy attorneys. The firm's services include: (a) providing the Debtor with legal advice regarding its powers and duties as a debtor in possession in the continued operation and management of its affairs; (b) preparing on behalf of the Debtor the necessary applications, statements, schedules, lists, answers, orders and other legal papers pursuant to the Bankruptcy Code; and (c) performing all other legal services in the Chapter 11 bankruptcy proceeding for the Debtor which may be reasonably necessary. The firm will be paid at these rates: Paul Reece Marr, Esq. $450 per hour Paralegal $250 per hour The firm received a $10,000 attorney fee retainer and the petition filing fee of $1,738. Paul Reece Marr, Esq., an attorney at Paul Reece Marr, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 6075 Barfield Road, Suite 213 Sandy Springs, GA 30328 Tel: (770) 984-2255 Email: paul.marr@marrlegal.com About Belinda's Southern Cuisine Inc. Belinda's Southern Cuisine Inc. is a restaurant offering southern soul food to the public. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54623) on May 6, 2024. In the petition signed by Belinda Ann Hull, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Paul Reece Marr, Esq., at PAUL REECE MARR, P.C., represents the Debtor as legal counsel. BELLACOR.COM INC: Sells Assets to Repay Its Creditors ----------------------------------------------------- Fred Nicolaus of Business of Home reports that Bellacor assets are to be sold off to repay creditors. On Tuesday, May 21, 2024, Business of Home broke the news that Minneapolis-based home e-commerce site Bellacor had halted operations. Now court filings have come to light indicating that on May 8, 2024, the company filed for an ABC, or "assignment for the benefit of creditors"—a bankruptcy-like legal process in which a troubled company's assets are sold by a third party to pay off its debts. The documents, submitted in Hennepin County District Court, provide scant information about the state of Bellacor's business and do not offer a clear picture of the company's assets or liabilities. However, they do include a list of more than 1,300 creditors who are now in line to be paid back with the proceeds of an eventual sale. The list includes a few dozen well-known home brands—including Visual Comfort, Hooker Furniture, Uttermost and Regina Andrew—alongside hundreds of homeowners, a handful of design firms and a few former Bellacor employees. The case is now in the hands of a company called Lighthouse Management Group, which will steward the sale of Bellacor, either whole or in parts. (A company is usually worth more sold as a single entity than as a collection of assets, but the former is more difficult once a brand has ceased operations.) The retailer's Saint Paul–based showroom business, Creative Lighting, will also be sold. About Bellacor.com Inc. Bellacor.com, Inc., offers home furnishing products. The Company supplies products including tables, stools, sofas, chairs, racks, cabinets, jewelry boxes, stands, dressers, computer desks, nightstands, bed skirts, drinkware, mirrors, towel bars, lamps, door hardware, and shelves. BEN'S CREEK: Committee Taps George Law Group as Bankruptcy Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Ben's Creek Operations WV, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ George Law Group, PLLC as its counsel. The firm will represent the Committee in all matters for which it requires representation. The firm will be paid at these rates: Partners $600 per hour Junior Lawyers $425 per hour Shawn P. George $600 per hour Jennie O. Ferretti $425 per hour Ann Polites $200 per hour George Law Group is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Shawn P. George, Esq. George Law Group, PLLC 4000 Faber Pl Dr #300, North Charleston, SC 29405 Tel: (888) 240-8510 About Ben's Creek Operations WV, LLC Ben's Creek Operations WV, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.W.V. Case No. 2:24-bk-20079) on April 14, 2024. At the time of filing, the Debtor estimated $1,000,001 to $10 million in assets and $10,000,001 to $50 million in liabilities. The Debtor hires Flaherty Sensabaugh Bonasso PLLC as counsel. BEN'S CREEK: Taps Mineral Energy Resource as Mining Consultant -------------------------------------------------------------- Ben's Creek Operations WV, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Mineral Energy Resource Associates, LLC as its mining consultant. The firm will provide analyses for a multitude of needs in the mining space, including, but not limited to, asset valuations, transactional matters, mine plans and development, due diligence support, mine permitting, cost analysis and litigation support. The firm will bill an hourly rate of $350 per hour for the services rendered by Philip L. Evans, the owner and consultant at MERA. Mineral Energy Resource Associates is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Philip L. Evans Mineral Energy Resource Associates, LLC About Ben's Creek Operations WV, LLC Ben's Creek Operations WV, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.W.V. Case No. 2:24-bk-20079) on April 14, 2024. At the time of filing, the Debtor estimated $1,000,001 to $10 million in assets and $10,000,001 to $50 million in liabilities. The Debtor hires Flaherty Sensabaugh Bonasso PLLC as counsel. BIOLINERX LTD: Posts $696,000 Net Loss in Q1 2024 ------------------------------------------------- BioLineRx LTD filed its unaudited financial results for the three months ended March 31, 2024, reporting a net loss of $696,000 on $6.9 million of revenue compared to a net loss of $12.2 million for the same period in 2023. The Company has incurred accumulated losses in the amount of $391 million through March 31, 2024, and it expects to continue incurring losses and negative cash flows from operations until its product or products reach commercial profitability. Company management monitors rolling forecasts of the Company's liquidity reserves on the basis of anticipated cash flows and seeks to maintain liquidity balances at levels that are sufficient to meet its needs. As of March 31, 2024, the Company had cash, cash equivalents, and short-term bank deposits of $28.2 million. Management believes that the Company's current cash and other resources will be sufficient to fund its projected cash requirements into 2025. The execution of an independent commercialization plan for motixafortide in the U.S. implies an increased level of expenses prior to and following launch of the product, as well as uncertainty regarding the timing of commercial profitability. Therefore, the Company's cash flow projections are subject to various risks and uncertainties concerning their fulfillment, and these factors and the risks inherent in the Company's operations indicate that a material uncertainty exists that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on the Company's ability to continue as a going concern. Management's plans include the independent commercialization of the Company's product, and, if and when required, raising capital through the issuance of debt or equity securities, or capital inflows from strategic partnerships. There are no assurances, however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and/or raising capital, it may need to reduce activities, or curtail or cease operations. A full-text copy of the Company's report filed on Form 6-K with the Securities and Exchange Commission is available at https://bit.ly/4c2rkpF About BioLineRx Ltd. BioLineRx, headquartered in Modi'in, Israel, is a commercial stage biopharmaceutical company pursuing life-changing therapies in oncology and rare diseases. As of March 31, 2024, the Company had $51.6 million in total assets, $38.54 million in total liabilities, and a total equity of $13.06 million. Tel Aviv, Israel-based Kesselman & Kesselman, the Company's auditor since 2003, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has suffered recurring losses from operations and has cash outflows from operating activities that indicate that a material uncertainty exists that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about its ability to continue as a going concern. BRIDGE DIAGNOSTIC: Hires Stretto Inc. as Claims and Noticing Agent ------------------------------------------------------------------ Bridge Diagnostic, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Stretto, Inc. as its claims and noticing agent. The Debtor requires a claims and noticing agent to serve notices to creditors, equity security holders and other concerned parties, as well as provide computerized claims-related services. Stretto has requested and the Debtor has agreed to a $5,000 post-petition retainer. Sheryl Betance, a senior managing director at Stretto, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About Bridge Diagnostic Bridge Diagnostic, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10803) on March 29, 2024, with $10,000,001 to $50 million in both assets and liabilities. Judge Theodor Albert presides over the case. David Wood, Esq., at Marshack Hays Wood, LLP represents the Debtor as legal counsel. BROCATO'S SANDWICH: Hires Buddy D. Ford P.A. as Attorney -------------------------------------------------------- Brocato's Sandwich Shop, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A. as attorney. The firm's services include: a. analyzing the financial institution situation, and rendering advice and assistance to the Debtor in determining whether to file a petition under Title 11, United States Code; b. advising the Debtor with regard to the powers and duties of the Debtor-in-Possession in the continued operation of the business and management of the property of the estate; c. preparing and filing of the petition, schedules of assets and liabilities, statement of affairs, and other documents required by the Court; d. representing the Debtor at the Section 341 Creditor's meeting; e. giving the Debtor with respect to its responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; g. preparing, on behalf of you applicant, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon. h. protecting the interest of the Debtor in all matters pending before the Court; i. representing the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. performing all other legal services for Debtors as Debtor-in-Possession which may be necessary herein, and it is necessary for Debtor as Debtor-in-Possession to employ this attorney for such professional services. The firm will be paid at these rates: Buddy D. Ford $450 per hour Senior Associates $400 per hour Junior Associate Attorneys $150 per hour Senior Paralegal Services $100 per hour The firm received from the Debtor a retainer in the amount of $17,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Buddy D. Ford, Esq., a partner at Buddy D. Ford, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Buddy D. Ford, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: All@tampaesq.com About Brocato's Sandwich Shop, Inc. Brocato's Sandwich Shop, Inc. owns and operates a sandwich restaurant. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02613) on May 8, 2024. In the petition signed by Michael Brocato, president, the Debtor disclosed $14,595 in assets and $1,396,391 in liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at BUDDY D. FORD, P.A., represents the Debtor as legal counsel. BROWNIE'S MARINE: Christopher Constable Quits as Director --------------------------------------------------------- Brownie's Marine Group, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that effective May 21, 2024, Christopher H. Constable resigned as a member of board of directors of the Company. As described in the resignation letter submitted by Mr. Constable, his termination was, among other reasons, the result of the Company having filed the Form 10-K with the SEC for the fiscal year ended Dec. 31, 2023 without first obtaining the authorization from Mr. Constable. About Brownie's Marine Headquartered in , Pompano Beach, Florida, Brownie's Marine Group, Inc., through its wholly owned subsidiaries, designs, tests, manufactures and distributes tankless dive systems, rescue air systems and yacht-based self-contained underwater breathing apparatus ("SCUBA") air compressor and nitrox generation fill systems and acts as the exclusive distributor in North and South America for Lenhardt & Wagner GmbH ("L&W") compressors in the high-pressure breathing air and industrial gas markets. The Company is also the exclusive United States and Caribbean distributor for Chrysalis Trading CC, a South African manufacturer of fitness and dive equipment, which is doing business as Bright Weights, of a dive ballast system produced in South Africa. Margate, Florida-based Assurance Dimensions, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 9, 2024, citing that the Company had a net loss of approximately $1,248,115 and cash used in operating activities of approximately $374,827 for the year ended Dec. 31, 2023 as well as an accumulated deficit of approximately $17,685,610 as of Dec. 31, 2023. These factors raise substantial doubt about the Company's ability to continue as a going concern. BUCKLAND CHARLEY: Hires Morrison Tenenbaum PLLC as Counsel ---------------------------------------------------------- Buckland Charley Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Morrison Tenenbaum PLLC as counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties as debtor-in-possession in the management of its estate; b. assisting in any amendments of Schedules and other financial disclosures and in the preparation/review/amendment of a disclosure statement and plan of reorganization; c. negotiating with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; d. preparing on behalf of the Debtor all necessary motions, applications, answers, proposed orders, reports and other papers to be filed by the Debtor in this case; e. appearing before the Bankruptcy Court to represent and protect the interests of the Debtor and the estate; and f. performing all other legal services for the Debtor that may be necessary and proper for an effective reorganization. The firm will be paid at these rates: Lawrence F. Morrison $595 per hour Brian J. Hufnagel $525 per hour Associates $380 per hour Paraprofessionals $200 per hour The firm received a retainer in the amount of $7,631. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lawrence F. Morrison, Esq., a partner at Morrison Tenenbaum PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lawrence F. Morrison, Esq. Morrison Tenenbaum PLLC 87 Walker Street, Floor 2 New York, NY 10013 Tel: (212) 620-0938 Email: lmorrison@m-t-law.com About Buckland Charley Inc., Buckland Charley Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 1-24-40803) on February 24, 2024. The Debtor hires Morrison Tenenbaum PLLC as counsel. BURGERFI INTERNATIONAL: To Consider Strategic Alternatives ---------------------------------------------------------- BurgerFi International, Inc., announced several key initiatives with the goal of enhancing the Company's prospects and ensuring stable Management as the Company goes through the process of reviewing strategic alternatives. The Board of Directors of BurgerFi has formed a special committee of Directors and retained Kroll Securities, LLC (Joshua Benn; joshua.benn@kroll.com / Tel. 1 (212) 450-2840) as its exclusive financial advisor to support an ongoing evaluation of strategic alternatives. "We are committed to considering all potential strategic alternatives. While we are confident in the Company's current operating strategy, we are mindful of the Company's current liquidity challenges and are committed to exploring strategic alternatives that we believe would be in the best interests of the Company and its stakeholders," said David Heidecorn, a member of the Board of Directors who was recently appointed Chairman of the Board. Mr. Heidecorn, a senior advisor to and former Partner of L Catterton, was designated as the successor to Ophir Sternberg, who resigned all positions with the Company on May 23, 2024, including as executive chairman of the Board, effective immediately. There can be no assurance, however, that the strategic review process will result in an outcome favorable to the Company or its stakeholders. The Company does not currently intend to comment further on this strategic review process and will make further announcements in accordance with its ongoing disclosure obligations and pursuant to applicable laws and regulations. The Company has entered into a Forbearance Agreement and Seventeenth Amendment to its existing credit facilities with TREW Capital Management Private Credit 2 LLC, pursuant to which the secured parties under the credit facilities agreed to forbear from exercising their rights under the credit documents until at least July 31, 2024. In addition, L Catterton and TREW have each agreed to lend up to $2 million ($4 million collectively) to assist the Company during this strategic review process. To demonstrate a commitment to the Company and senior management, the Company has entered into separate retention agreements with its CEO, Carl Bachmann, and CFO, Christopher E. Jones, with a goal of ensuring steady leadership as the Company proceeds with the strategic review process. About BurgerFi Headquartered in Fort Lauderdale, FL, BurgerFi International, Inc. 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. Miami, Florida-based KPMG LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 10, 2024, citing that the Company was not in compliance with the minimum liquidity requirement of its credit agreement, which constitutes a breach of the credit agreement and an event of default that raises substantial doubt about its ability to continue as a going concern. C&S GROUP: S&P Revises 'BB-' ICR Watch Implications to Developing ----------------------------------------------------------------- S&P Global Ratings revised its CreditWatch on its ratings on C&S Group Enterprises LLC, including the 'BB-' issuer credit rating and 'B' issue-level rating, to developing from negative considering the potential for various rating actions depending on if the company is able to acquire divested Kroger-Albertsons stores. S&P expects to resolve the CreditWatch as more clarity emerges around the prospects of C&S' acquisition of divested Kroger and Albertsons stores. On April 22, 2024, Kroger and Albertsons updated their divestiture plan to include 579 stores (from 413) which C&S Wholesale Grocers LLC (parent of C&S Group Enterprises LLC) plans to purchase for an updated $2.9 billion (from $1.9 billion). C&S Group Enterprises LLC's (C&S) credit metrics have deteriorated year-to-date, with S&P Global Ratings- adjusted-leverage increasing to 5.1x as of March 30, 2024, as lower volumes and elevated transaction fees related to the planned purchase have pressured EBITDA. The proposed transaction would increase the company's diversification via a more robust--and better margin--retail grocery presence, while a failed transaction would result in a breakup fee to C&S. The risk of C&S being unable to complete its acquisition of divested Kroger-Albertsons stores is offset by a breakup fee. S&P said, "While our base-case incorporates a late-2024 closing of Kroger's acquisition of Albertsons--and resulting in a successful acquisition of their divested stores and facilities by C&S--we acknowledge the potential for a failed deal. The company has incurred a significant amount of expenses (approximately $30 million) related to its store acquisition in its most recent quarter ended March 2024. This was a large contribution to C&S' elevated leverage at the end of its March quarter, which increased 1.4x over the last two quarters to 5.1x. As is customary with transactions of this nature, C&S would be entitled to a breakup fee if it were unable to complete its acquisition of the divested stores. We understand that this fee would help to offset the company's incurred costs to date and would likely reverse the leverage uptick seen over the last two quarters." Pro forma for the acquisition, C&S would catapult to a top-10 retail grocer in the U.S. If C&S is able to acquire the 579 divested Kroger-Albertsons stores, it will bolster its business prospects as one of the largest retail grocers in the country. The acquisition would expand C&S' retail presence in the West and Southwest, where it already has distribution centers in Texas, California, and Oregon. The region is also fertile ground for independent grocers, a key and growing customer base for C&S. S&P believes the company's enhanced vertical integration will help it increase distribution center throughput and provide cost-saving opportunities. That said, with any acquisition, there is a degree of execution and integration risk related to the proposed transaction. Notably, the acquisition would drastically increase C&S' retail operations, an area where it has less experience and expertise than its core wholesaling business, and would nearly double its current revenue size. With a stronger competitive position and the likely ability to delever to the 3x-4x range within a year, a successful acquisition could ultimately lead to a higher rating. S&P expects the company will maintain its good market position despite ongoing challenges in the highly competitive, low-margin U.S. grocery distribution industry. C&S' revenues have declined to less than $22 billion in its most recent year ended September 2023 from nearly $30 billion in 2017 due in large part to the decision by Ahold Delhaize USA--which at its peak represented more than $10 billion of sales--to transition to a self-distribution model in late-2019. Despite this, C&S maintains a market share in the low-double digits in the competitive U.S. grocery distribution industry. Additionally, the company has partially replaced its larger customers that have gone on to self-distribute, such as Ahold and Target Mid-Atlantic, with smaller, higher-margin independent grocers, which has softened the decline in EBITDA since the Ahold announcement (18% revenue decline and 6% S&P Global Ratings-adjusted EBITDA decline). S&P believes C&S will continue to implement strategic measures--including investments in warehouse technology, network optimization, and automation of distribution centers--to help maintain sales leverage and partially offset declining sales as the Ahold transition is completed over the next year or so. S&P said, "We expect to resolve the CreditWatch as more clarity emerges around the prospects of C&S' acquisition of divested Kroger and Albertsons stores. We expect the transaction to close by the fourth quarter of calendar 2024. While a failed transaction is not our assumption, we could affirm the ratings on C&S if the acquisition were not to transpire due to the offsetting breakup fee that we expect would reduce leverage below 4x. Alternatively, a successful acquisition would meaningfully strengthen C&S' business prospects and we would expect it to deleverage to less than 4x over the subsequent year absent unforeseen integration setbacks, potentially resulting in a higher rating." CALAMP CORP: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Lead Debtor: CalAmp Corp. 15635 Alton Parkway, Suite 250 Irvine, CA 92618 Business Description: The Debtors are a connected intelligence company that leverages a data-driven solutions ecosystem to help people and organizations improve operational performance. They solve complex problems for customers within the market verticals of transportation and logistics, commercial and state and local government vehicle fleets, industrial equipment, school district yellow and white fleets, and consumer vehicles by providing solutions that track, monitor, and protect their vital assets and assist with stolen vehicle recovery. The data and insights enabled by the Debtors provides real-time visibility into a user's vehicles, assets, drivers, and cargo, giving organizations a greater understanding and control of their operations. Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court District of Delaware Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- CalAmp Corp. (Lead Case) 24-11136 CalAmp Wireless Network Corporation 24-11137 LoJack Global LLC 24-11138 Synovia Solutions, LLC 24-11139 Judge: Hon. Laurie Selber Silverstein Debtors' Bankruptcy Counsel: Aaron H. Stulman, Esq. L. Katherine Good, Esq. Gregory J. Flasser, Esq. POTTER ANDERSON & CORROON LLP 1313 North Market Street, 6th Floor Wilmington, DE 19801 Tel: 302-984-6000 Fax: 302-658-1192 Email: astulman@potteranderson.com kgood@potteranderson.com gflasser@potteranderson.com Debtors' Special Counsel: BRADLEY ARANT BOULT CUMMINGS LLP Debtors' Financial Advisor: OPPENHEIMER & CO. INC. Debtors' Claims, Noticing & Solicitation Agent: STRETTO, INC. Total Assets as of Nov. 30, 2023: $281,241,000 Total Debts as of Nov. 30, 2023: $355,380,000 The petitions were signed by Jikun Kim as chief financial officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7H3UYYQ/CalAmp_Corp__debke-24-11136__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Plexus Manufacturing Solutions Trade Payable $1,379,322 Plexus Manufacturing Sdn Bhd (Seaside) Bayan Lepas Free Industrial Zone Phase IV Bayan Lepas, Penang 11900 Malaysia Mats Goebels Email: mats.goebels@plexus.com Phone: 920-751-5451 2. Wistron Neweb Corporation Trade Payable $463,622 Citibank Taiwan Limited No.1 Songjihih Rd Hsinyi Dist Taipei, TP R.O.C Taiwan Laney Chen Email: laney.chen@wnc.com.tw Phone: 866-3-6667799 3. Jeff Gardner Estate Severance $412,660 Address redacted 4. Cigna Trade Payable $338,924 5476 Collections Center Dr Chicago, IL 60693 Shelley Banks Email: cignasupplementalbilling@cigna.com Phone: 423-954-5136 5. Plexus (Thailand) CO., Ltd Trade Payable $299,090 NO. 8/8 MOO5 Tambol THA SA AN Amphur Bang Pakong Chachoengsao Province, 24130 Thailand Patcharee Thamnopparat Email: Kultida.Dorkkhem@plexus.com Phone: 888-208-9005 6. Iridium Satellite, LLC Trade Payable $240,000 PO Box 37542 Baltimore, MD 21297 Todd Beals Email: todd.beals@iridium.com Phone: 480-752-1100 7. Monica Van Berkel Severance $230,827 Address redacted 8. Richard M. Scott Severance $224,588 Address redacted 9. Marketstar QOZ Business, LLC Trade Payable $222,972 2475 Washington Blvd South Weber, UT 84401 Ben Kaufman Email: mgardner@marketstar.com; ben.kaufman@marketstar.com Phone: 800-877-8259 10. Evercom International Limited Trade Payable $196,952 Room 3304 Cable Tv Tower 9 Hoi Shing Rd Tsuen Wan N.T, Hong Kong Annie Lam Email: annie@evercom.com.hk Phone: 852-2499-1266 11. Bristlecone Incorporated Trade Payable $116,780 10 Almaden Blvd Ste 990 San Jose, CA 95113 Pam Bennett Email: pam.bennett@bristlecone.com Phone: 650-386-4012 12. Demandbase, Inc. Trade Payable $106,765 680 Folsom St Ste 400 San Francisco, CA 94107 Erin McInturff Email: emcinturff@demandbase.com Phone: 415-683-2660 13. Gartner, Inc. Trade Payable $101,900 56 Top Gallant Rd Stamford, CT 06902 Lix Baxter Email: liz.baxter@gartner.com Phone: 203-964-0096 14. LinkedIn Trade Payable $101,645 1000 W Maude Av Sunnyvale, CO 94085 Camille Lynch Email: calynch@linkedin.com Phone: 248-520-1726 15. ZRG Partners, LLC Trade Payable $72,999 69 Milk St Ste 304 Westborough, MA 01581 Lisa Hooker Email: lhooker@zrgpartners.com Phone: 512-501-1515 16. AT&T Mobility-CC-LOK Trade Payable $67,907 PO Box 5085 Carol Stream, IL 60197 John Surgoine Email: Js143f@att.com Phone: 800-331-0500 17. Kibernum USA, LLC Consultant $67,600 5700 Granite Pkwy Ste 200 Plano, TX 75024 Gvozden Mladenovic Email: facturacion@kibernum.com Phone: 56-2-2369-3772 18. Jeffrey P. Clark Severance $61,687 Address redacted 19. Mark Holzworth Severance $50,277 Address redacted 20. Corporate Visions, Inc. Trade Payable $48,000 PO Box 399010 San Francisco, CA 94139 Bobby Jenkins Email: bjenkins@corporatevisions.com Phone: 434-386-7783 21. Capgemini Engineering ACT Consultant $46,468 145/151 Quai du President Roosevelt Issy-les-Moulineaux, 92130 France Sayany Dey Email: all_revenue_team@capgemini.com; sayani.dey@capgemini.com Phone: 212-318-2000 22. Emmet, Marvin & Martin, LLP Legal Services $40,956 120 Broadway New York, NY 10271 Deidre Pierson Email: dpierson@emmetmarvin.com Phone: 212-238-3130 23. American Tower Corporation Trade Payable $30,678 116 Huntington Ave Boston, MA 02116-5749 Brian Sullivan Email: brian.sullivan@americantower.com Phone: 781-926-6964 24. Cyxtera Trade Payable $29,666 13322 Collection Center Dr Chicago, IL 60693 Adrian Yzaguirre Email: adrian.yzaguirre@cyxtera.com Phone: 855-699-8372 25. Charlotte-Mecklenburg Auxiliary Customer $27,398 Services 4335 Stuart Andrew Blvd Suite 20 Charlotte, NC 28217 Brenda Stack Email: brendac.stack@cms.k12.nc.us Phone: 980-343-2088 26. Conga Consultant $23,166 13699 Via Varra Broomfield, CO 80020 Ron Valdez Email: rvaldez@conga.com Phone: 303-465-1616 27. Twilio, Inc. Trade Payable $20,543 375 Beale St Ste 300 San Francisco, CA 94105 Ryan Calderon Email: svc.paymentreminder@twilio.com; rcalderon@twilio.com Phone: 256-548-8038 28. The Standard Life Insurance Trade Payable $19,511 Company Of New York Unit 54 PO Box 5000 Portland, OR 97208 Jason Anders Email: jason.anders@standard.com Phone: 971-321-8845 29. LeanData, Inc. Trade Payable $12,960 2901 Patrick Henry Dr Santa Clara, CA 95054 Larry Cheng Email: contact@leandata.com Phone: 737-867-1000 30. Telegraph Hill BD Professional Unliquidated Attn: Dinesh Moorjani Services 535 Mission St, 14th Fl San Francisco, CA 94015 Dinesh Moorjani Email: dinesh@telehilladvirors.com Phone: 415-314-1141 CALAMP CORP: Files for Chapter 11 to Go Private ----------------------------------------------- CalAmp Corp. and three affiliates, including LoJack Global LLC, sought chapter 11 protection in Delaware, after reaching a debt-for-equity deal that will take the Company private. The publicly traded company (Nasdaq: CAMP) reports $281 million in assets and $355 million in liabilities as of the bankruptcy filing. The Debtors have $275 million of funded debt obligations, specifically $45 million in term loans and $230 million in secured notes. CalAmp on June 3, 2024, announced that it has entered into a Restructuring Support Agreement with its principal secured lender, Lynrock Lake Master Fund LP, who will become the principal equity owner of CalAmp and take the Company private. During the financial restructuring, CalAmp's U.S. and international operations will continue without disruption, and partners will be paid in the ordinary course of business, according to a statement. According to the company's request for permission to use cash collateral -- see https://cases.stretto.com/public/x332/12879/PLEADINGS/1287906032480000000027.pdf at 24 (Plan Milestone (e)) -- the company and group of consenting lenders have charted a path to emerge from chapter 11 no later than 90 days from the bankruptcy filing. At https://cases.stretto.com/public/x332/12879/PLEADINGS/1287906032480000000029.pdf is a copy of the CFO's first-day declaration and at https://cases.stretto.com/public/x332/12879/PLEADINGS/1287906032480000000031.pdf is a copy of CalAmp's disclosure statement explaining its chapter 11 plan to creditors and asking them to vote to accept the new deal that'll convert $229 million of secured noteholder claims into 100% of the equity in the reorganized company. Unsecured creditors will recover 100 cents on the dollar under the Plan. "The savings from eliminating the interest on the debt and the overhead of being a public company will allow us to invest more significantly in the numerous opportunities we see to support our customers' needs," said Chris Adams, President and Chief Executive Officer of CalAmp. The Disclosure Statement, at p. 5 (PDF p. 19) relates Stifel Nicolaus and Company was engaged as the company's investment banker in July 2023 to market and attempt to sell the company or help craft this deal with Lynrock. CalAmp stated in court filings its financial performance had been deteriorating and that it faced "imminent defaults" under its lending documents. The company said it also worried about its stock potentially being delisted from Nasdaq, which would have likely triggered a default, according to court documents. The Company retained Oppenheimer & Co. in March 2024 as a financial adviser and investment banker to negotiate with lenders. CalAmp in early May 2024 retained Jill Frizzley as a consultant tasked with, among other things, undertaking an investigation of potential claims held by CalAmp and advising CalAmp regarding a possible restructuring. CalAmp has already started soliciting creditor votes on its debt-cutting plan and will seek bankruptcy court approval of the restructuring on July 11, 2024, according to court documents. About CalAmp Corp. CalAmp (Nasdaq: CAMP) provides flexible solutions to help organizations worldwide monitor, track and protect their vital assets. Its unique device-enabled software and cloud platform enables commercial and government organizations worldwide to improve efficiency, safety, visibility and compliance while accommodating the unique ways they do business. With over 10 million active edge devices and 275+ approved or pending patents, CalAmp is the telematics leader organizations turn to for innovation and dependability. On the Web: http://www.calamp.com/ On June 3, 2024, CalAmp Corp. and three affiliated debtors, namely, CalAmp Wireless Network Corporation, LoJack Global LLC, and Synovia Solutions, LLC (Bankr. D. Del. Lead Case No. 24-11136). The Honorable Laurie Selber Silverstein is the case judge. CalAmp reports $281 million in assets and $355 million in liabilities as of the bankruptcy filing. The Debtors have $275 million of funded debt obligations, specifically $45 million in term loans and $230 million in secured notes. Local Wilmington law firm Potter Anderson & Corroon is serving as lead counsel. Bradley Arant Boult Cummings serves as special counsel for the Company. Oppenheimer & Co. Inc., is the financial advisor, and Stretto is the claims agent. CAN B CORP: Hires Haynie & Company as New Auditor ------------------------------------------------- Can B Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 28, 2024, the Company engaged the accounting firm of Haynie & Company, Inc. as the Company's new independent registered public accounting firm. The Company's Audit Committee approved the engagement of Haynie & Company. During the two most recent fiscal years and any interim period, neither the Company nor anyone on its behalf consulted with Haynie & Company regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was the subject of a "disagreement" or "reportable event" (as those terms are defined in Item 304 of Regulation S-K). About Can B Corp Can B Corp., headquartered in Hicksville NY, is in the business of promoting health and wellness through its development, manufacture and sale of products containing cannabinoids derived from hemp biomass and the licensing of durable medical devices. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. CANTON & COMPANY: Wins Cash Collateral Access Thru July 26 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized Canton & Company, LLC to use cash collateral, on an interim basis, in accordance with the budget. Specifically, the Debtor is permitted to use 2111 SW 31st Street, LLC's cash collateral in the ordinary course for the purposes of paying the Debtor's operating expenses for the period commencing June 8, 2024, through July 26, 2024. The Debtor is permitted to use cash collateral for: (a) maintenance and preservation of its assets; (b) the continued operation of its businesses by payment of its actual expenses including, but not limited to, ordinary and necessary overhead expenses, taxes, insurance, utilities, payroll, and other routine and necessary vendors and other expenses as reflected in the Budget; and (c) deposit to pay administrative expenses of the Debtor's counsel and Subchapter V fees. The Debtor was previously indebted to First National Bank of Pennsylvania for two loans. As previously entered into evidence, the purchase agreement assigned these loans to 2111 SW 31st Street, LLC, a Florida entity. The Debtor admits that the Lender has a valid lien on the cash collateral and other assets of the Debtor pursuant to the Loan Purchase Agreement between First National Bank of Pennsylvania (successor by merger to Howard Bank) and the Lender dated November 22, 2022, and the Assignments from FNB to the Lender. Pursuant to the Assignments, FNB assigned to the Lender all of FNB's right, title and interest to the Promissory Note dated August 20, 2021 in the amount of $1 million and the Promissory Note dated August 20, 2021 in the amount of $500,000 from the Debtor to FNB. As adequate protection for the use of cash collateral, effective, the Debtor will grant the Lender replacement liens upon and security interests in the prepetition collateral, collateral acquired by the Debtor post-petition, and the collateral described in the Loan Documents: (i) only to the extent the Lender's cash collateral is used by the Debtor and such use results in a diminution of the value of its cash collateral; and (ii) with the same perfection and priority in the post-petition collateral and proceeds thereof of the Debtor that each respective Lender held in the pre-petition collateral as of the Petition Date. The security interests granted by the Debtor in favor of the Lender will be deemed perfected without the necessity for the filing or execution of documents which otherwise might be required under non-bankruptcy law for the perfection of security interests if the Lender's security interests were perfected under applicable state law before the bankruptcy filing. As further adequate protection for the use of cash collateral, the Debtor will: (a) file its monthly operating reports in a timely manner setting forth its income, expenditures, and use of cash collateral in compliance with the Budget; (b) provide weekly reports on the first business day of each week commencing immediately after the entry of the order on May 25, 2024 detailing: (i) any material changes in the Debtor's operations, (ii) all the receipts, (iii) all expenditures, (iv) all accounts payable, and (v) all accounts receivable; (c) will keep its assets in good working order, maintenance and repair; (d) timely pay all adequate protection payments to Lender as set forth in the Motion and shown on the Budget; (e) timely pay all payroll obligations,; and (f) timely pay the Lender's past-due adequate protection payment and the next payment to Lender of $20,000 that will be due on June 29, 2024. The Debtor admits that the Lender has a valid lien on the cash collateral and other assets of the Debtor pursuant to the Loan Purchase Agreement between First National Bank of Pennsylvania (successor by merger to Howard Bank) and the Lender dated November 22, 2022, and the Assignments from FNB to the Lender. Pursuant to the Assignments, FNB assigned to the Lender all of FNB's right, title and interest to the Promissory Note dated August 20, 2021 in the amount of $1 million and the Promissory Note dated August 20, 2021 in the amount of $500,000 from the Debtor to FNB. These events constitute an "Event of Default": (a) any default, violation or breach of any of the terms of the Interim order, including the failure of the Debtor to use the cash collateral in strict compliance with the Interim Order and Budget, (b) the failure of the Debtor to file timely weekly reports or the monthly operating reports in the bankruptcy case, (c) conversion of the case to a case under Chapter 7 of the Bankruptcy Code, (d) the appointment of a Chapter 11 trustee in the case, (e) the failure to timely pay all adequate protection payments to Lender as set forth in the Motion and shown on the Budget, (f) the failure to timely pay all payroll obligations, including the payroll scheduled for March 1, 2024, (g) the failure to timely pay the Lender's past-due adequate protection payment that will be due on June 29, 2024, (h) the appointment of an examiner in the case, (i) the dismissal of the case, and/or (j) the discontinuation of the Debtor's business or the issuance of an Order for the Debtor to discontinue its business. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=LMJKFK from PacerMonitor.com. The Debtor projects total operating expenses of $2,389 for the week ended June 4, 2024. About Canton & Company Canton & Company, LLC is a healthcare growth and strategic services firm in Baltimore, Md. Its comprehensive suite of growth services includes Strategy & Insights, Integrated Marketing Solutions, and Performance Solutions. The Debtor filed Chapter 11 petition (Bankr. D. Md. Case No. 23-19054) on Dec. 12, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Richard (Don) McDaniel, Jr., manager, signed the petition. Judge David E. Rice oversees the case. Daniel Staeven, Esq., at Frost Law, is the Debtor's bankruptcy counsel. CAPSITY INC: Unsecureds Will Get 100% of Claims over 5 Years ------------------------------------------------------------ Capsity, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of California a Disclosure Statement describing Chapter 11 Plan of Reorganization dated May 14, 2024. The Debtor was established in 2008 and operates as a community business organization. Debtor supports local businesses, entrepreneurs, contractors, and non-profit organizations and provides flexible and alternative office space and lease options. The Debtor operates from its two commercial properties commonly known as 1830 &1922 Del Paso Blvd, Sacramento, CA 95815 (the "Del Paso Property") and 3810 Broadway, Sacramento, CA 95817 (the "Broadway Property"). The Debtor is a California corporation and is managed by Dmitri Godamunne, its president. Debtor has and will continue to operate its affairs during and after the bankruptcy in the same capacity. Prior to the commencement of this case, Debtor's financials were lower where they are during the pendency of this case. Debtor has been actively marketing and working to on increasing its streams of revenue by decreasing its vacancy rate on both of its commercial properties. The Debtor's financial projections show that the Debtor will have an aggregate monthly average cash flow, after paying operating expenses and postconfirmation obligations to pay the secured claims and the general unsecured class and continue to maintain a cash surplus. Class 5 consists of General Unsecured Nonpriority Claims. The Debtor estimates that the total amount of general unsecured claims to be approximately $35,929.51 The Debtor shall pay pro rata share of 100% of allowed unsecured claims over 5 years from the Effective Date of the Plan. First payment will commence after all administrative claims have been paid in full. Debtor estimates payments will begin 24 months after the Effective Date. Payments will be made in equal monthly payments by the 15th of each month. In the event a claimant's scheduled monthly distribution under the Plan is less than $10.00, Debtor reserves the right to disburse the total scheduled distribution under the Plan to such claimant in one lump sum payment within the first 12 months following the Effective Date. Class 6 consists of Equity Interest Holders of the Debtor in the Property of the Estate. Current Equity Interest Holder Dmitri Godamunne shall retain full interest in the equity that they hold. In this case, Debtor's equity holder is proposing to retain all assets and continue to work to provide cash flow and proposing to pay all Creditors 100% of the value of their Allowed Claims or Interests or to reinstate such Claim. This Plan proposes to pay creditors of the Debtor from future disposable income for a period of 60 months received from Debtor's operations. A full-text copy of the Disclosure Statement dated May 14, 2024 is available at https://urlcurt.com/u?l=fnEGRP from PacerMonitor.com at no charge. About Capsity Inc. Capsity, Inc., was established in 2008 and operates as a community business organization. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-23940) on November 2, 2024, with $1,000,001 to $10 million in assets and liabilities. Judge Christopher D. Jaime presides over the case. Attorney for the Debtor: LAW OFFICES OF GABRIEL LIBERMAN, APC Gabriel E. Liberman, Esq. Email: Gabe@4851111.com 1545 River Park Drive, Suite 530 Sacramento, California 95815 Telephone: (916) 485-1111 Facsimile: (916) 485-1111 CLS ELECTRIC: Wins Cash Collateral Access Thru June 30 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Arizona authorized CLS Electric Corporation to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance, through June 30, 2024. The U.S. Small Business Administration will receive replacement liens in the Debtor's post-petition assets, including cash and receivables, to the same extent, validity, and priority up to the value of any depreciation in the value of such creditor's security interest on the Petition Date arising from the Debtor's use of cash collateral during the pendency of the Case. Notwithstanding the foregoing, all parties reserve all rights regarding the extent, validity, and priority of the Creditors' interests in Estate property, including cash collateral. The SBA will receive payments of $2,900 by the 15th day of each month as adequate protection payments. A copy of the order is available at https://urlcurt.com/u?l=FInKsa from PacerMonitor.com. About CLS Electric Corporation CLS Electric Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-03283) on April 29, 2024. In the petition signed by Jorge Gonzalez, president/CEO, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Eddward P. Ballinger Jr oversees the case. Ronald J. Ellett, Esq., at ELLETT LAW OFFICES, P.C., represents the Debtor as legal counsel. CLST ENTERPRISES: Taps Weinberg Zareh Malkin as Bankruptcy Counsel ------------------------------------------------------------------ CLST Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Weinberg Zareh Malkin Price LLP as its counsel. The firm's services include: (a) providing Debtor with advice and preparing all necessary documents regarding debt restructuring, bankruptcy and asset disposition; (b) taking all necessary actions to protect and preserve Debtor's estate during the pendency of the Chapter 11 case; (c) preparing on behalf of Debtor, as Debtor in possession, all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Chapter 11 Case; (d) counseling Debtor with regard to its rights and obligations as a debtor in possession; (e) appearing in Court to protect the interests of Debtor before the Court; and (f) performing all other legal services for Debtor which may be necessary and proper in this proceeding. The firm will be paid at these rates: Partners $600 to $725 per hour Of Counsel $450 to $550 per hour Associate $365 to $450 per hour Paralegal $175 to $200 per hour The firm received a retainer in the amount of $30,000. In a court filing, Weinberg disclosed that it is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Adrienne Woods, Esq. Todd Duffy, Esq. WEINBERG ZAREH MALKIN PRICE LLP 45 Rockefeller Plaza, 20th Floor New York, NY 10111 Phone: (212) 899-5470 Email: awoods@wzmplaw.com Email: tduffy@wzmplaw.com About CLST Enterprises, LLC CLST Enterprises, LLC owns 4,742 square feet mixed use building consisting of residence with commercial retail and/ or office space rentals valued at $9.36 million. CLST Enterprises, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10596) on April 8, 2024, listing $9,393,173 in assets and $7,356,006 in liabilities. The petition was signed by Carl Thomson as member. COINBASE GLOBAL: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings revised the rating outlook on Coin2w3base Global Inc. to stable from negative and affirmed the 'BB-' issuer credit and senior unsecured debt ratings. Rationale After a net loss of about $2.6 billion in 2022, Coinbase generated net income of $95 million in 2023 despite a tough crypto market. The improved performance reflected prudent expense management, with operating expenses declining 45% year over year in 2023 as the company reduced its employee headcount to approximately 3,400 at year-end 2023 compared to about 4,500 at year-end 2022. Following the strong rebound in the crypto market during the first quarter of 2024, the company generated more than $500 million of net income (excluding gains on crypto assets held for investment), higher than full-year 2023. Although a surge in transaction revenue due to higher crypto trading volumes contributed to the strong performance, S&P believes the company continues to strengthen its franchise by expanding geographically and growing its product suite. Some recent growth initiatives include: -- Advancing the use of USDC stablecoin by paying rewards. In the first quarter of 2024, USDC was the fastest growing major U.S. dollar-backed stablecoin, with USDC market capitalization increasing more than 30% in the first quarter of 2024 to $32 billion. Stablecoin revenue accounted for 12% of total revenue in the first quarter of 2024 and 22% of revenue in full year 2023. -- Offering derivatives through Bermuda-based Coinbase International Exchange (perpetual futures) and Coinbase Financial Markets in the U.S. (bitcoin, ethereum, litecoin, bitcoin cash, and dogecoin futures). -- Securing licenses/registrations/launching in countries like Canada, France, Singapore, Bermuda, Brazil, and Spain. -- Growing its subscription product for retail users (Coinbase One). -- Providing custodial services for eight of the 11 bitcoin exchange-traded funds (ETFs) approved at the beginning of the year and trade finance loans to institutional customers. -- Overall, revenue outside the U.S. represented about 17% of total revenue in the first quarter of 2024, up from 11% in the year earlier. S&P said, "We believe the strong first-quarter performance has put the company on a path to solidly positive adjusted EBITDA this year. (Adjusted EBITDA was $1 billion in the first quarter alone.) While we expect transaction revenue to decelerate this quarter due to lower trading volumes in April and May, higher-for-longer interest rates should continue to benefit Coinbase's sources of interest income--USDC stablecoin, customer funds, and corporate cash--through the remainder of the year. Given the significant improvement in its interest coverage metrics (versus weakened coverage in 2022), we have improved our assessment of financial risk profile to intermediate from significant." Through March 31, 2024, Coinbase's gross debt increased from $3.0 billion at year-end 2023, primarily reflecting the issuance of $1.3 billion of convertible notes due 2030. However, Coinbase's USD resources (includes cash and unrestricted USDC) also increased, to $7.1 billion from $5.5 billion at year-end 2023, on strong cash flow generation and the proceeds from the debt issuance. This has boosted the cushion of excess cash to $2.9 billion at March 31, 2024, from $2.5 billion at year-end 2023. S&P understands that the company may use some of this free cash to pay down its outstanding debt, including convertible notes due 2026, senior notes due 2028, and senior notes due 2031. This follows Coinbase's opportunistic reduction in debt last year as it bought back debt at discount, which helped bolster the cushion of excess cash against debt. In March 2024, a U.S. court said the allegation by the Securities and Exchange Commission (SEC) that 13 tokens on the exchange and Coinbase's staking services are securities--and that Coinbase has therefore been operating as an unregistered broker, exchange, and clearing agency--could go to trial. The case has now entered the discovery phase. S&P believes that the final outcome of the case is uncertain and, as the SEC/Ripple case demonstrated, the legal proceedings could take some time to unfold. The U.S. House of Representatives recently passed an important piece of crypto legislation called FIT21. If passed by the U.S. Senate, it would provide guidelines for which tokens are securities and commodities while assigning oversight between the SEC and Commodity Futures Trading Commission. Although the path in the Senate is uncertain at this stage, political lines are moving quickly in the space. Bipartisan legislation on stablecoins is also underway in the Senate, and crypto players have recently intensified lobbying efforts both in Washington and local primary elections. At the end of the first quarter, credit and counterparty risk exposure primarily stemmed from $797 million in loans to institutional customers, up from $399 million at year-end 2023 and $194 million a year ago. There is also some credit risk associated with the $203 million of cash and crypto held at third-party venues to facilitate client trades and with the $73 million in collateral posted to counterparties under crypto borrowing arrangements. Loans to institutional customers are fully collateralized by a customer's pledged crypto assets, USDC, or fiat, with collateral requirements ranging from 100%-400% of the fair value of the loan and the company has not recorded any allowances or write-offs against loans receivables over the last year. Partly driving the increase in credit exposures are trade financing transactions on Bitcoin ETFs where the company allows the ETF sponsor to invest in "spot" Bitcoin (as a hedge to newly minted ETFs) without pre-funding their trade, while the underlying transactions from Bitcoin ETF clients settle one to three business days later. In a hypothetical scenario where the ETF sponsor were to default, the company would be potentially exposed to market risk on these trade financing loans if the price of the purchased Bitcoin (that serves as the collateral) declines or increases. S&P said, "We consider these risk-taking activities to be material to the credit profile--different, but with some parallels to, the credit and liquidity risks that traditional clearinghouses or international securities depositories manage. While Coinbase takes security against its exposures, we view the lower quality of collateral as a relative weakness compared to these peers. We are therefore revising our assessment of clearing and settlement risk to negative from neutral." CONDUENT INC: Moody's Affirms B1 CFR, Outlook Stable ---------------------------------------------------- Moody's Ratings affirmed Conduent Incorporated's ("Conduent") B1 corporate family rating and probability of default rating at B1-PD. Concurrently, Moody's affirmed Conduent Business Services, LLC's (a debt issuing subsidiary of Conduent) ("Conduent Business") B1 backed senior secured first lien bank credit facilities ratings and B1 backed senior secured notes rating. The outlook is stable for both issuers. Conduent is a provider of business process outsourcing services. The affirmation of the B1 CFR incorporates Moody's view that debt to EBITDA will remain below 5x in 2024 after about $464 million of debt repayment with the majority of proceeds of the sales of the BenefitWallet HSA business and Curbside Management and Public Safety Solutions business. Moody's projections do not include the sale of the Workers Compensation Claims business, which the company expects to close later in 2024; however, Moody's expects the company will maintain a balanced approach to capital allocation for maintaining net leverage at or below current levels. The affirmation is also supported by Moody's assessment of the company's liquidity as very good, backed by its $415 million cash balance and undrawn $550 million revolving credit facility as of March 31, 2024. RATINGS RATIONALE Conduent's B1 CFR reflects debt to EBITDA of 4.7x for the twelve months ended March 31, 2024 (pro forma for the divestitures and debt repayment excluding one-time restructuring charges and expensing capitalized software costs) and Moody's anticipation for a modest 1% to 2% decline in revenue in 2024 due to softness in the commercial and commercial segments. Moody's considers EBITDA margins low, with around 8% expected in 2024, excluding the impact of divested assets. The company's credit profile is limited by Moody's expectation for negative cash flow of around -$75 million or less, after cost associated with the asset sales and $10 million of annual preferred share dividend payments. The loss of EBITDA from the divested businesses will drive low EBITDA margins in 2024, but Moody's expects that profitability should improve in 2025 as one-time restructuring and stranded costs ease. Excluding revenue from both the completed and announced dispositions, Moody's expects revenue of around $3 billion in 2024 and that the company will maintain its solid market position as a provider of business process services to governments, as well as clients operating in the healthcare industry and other commercial sector markets. The company has a highly recurring and diverse revenue base with long standing customer relationships that provides top-line visibility. Moody's considers the business process outsourcing services market highly competitive as it includes large rivals, as well as companies in lower cost regions that can contribute to pricing pressure. Conduent's somewhat concentrated stock ownership and board representation by investment vehicles controlled by Carl Icahn presents a corporate governance concern with respect to potential for more aggressive share repurchases. The company introduced a share repurchase plan in 2023. 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 very good, as indicated by the SGL-1 rating, despite Moody's anticipation for negative cash flow in the next 12 to 15 months. Liquidity is supported by unrestricted cash and equivalents on the company's balance sheet of $415 million as of March 31, 2024 and by nearly full borrowing capacity under the company's $550 million revolver expiring in October 2026. Moody's notes that the company participates in a non-recourse receivable factoring program with a third party financial institution and believe that a reduction or loss of the program would create near term working capital needs to fund accounts receivables. Liquidity could benefit from proceeds from a works compensation claims business unit sale if it is completed. Conduent's term loan B is not subject to a financial maintenance covenant. The term loan A and revolver are subject to a limitation based on a maximum consolidated first lien net leverage ratio of 3.5x. Based on current operating performance expectations, Moody's anticipates that the company will remain well in compliance with this covenant over the next 12 to 18 months. The stable outlook reflects Moody's expectation that Conduent will experience a modest contraction in its revenues before stabilizing in 2025. The outlook also anticipates the company will maintain debt to EBITDA below 4.5x through 2025 and a very good liquidity profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS 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 anticipates 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 forecasts that Conduent will generate sales of around $3.0 billion in 2024, pro forma for divested businesses. CREAGER MERCANTILE: Hires Kutner Brinen as Bankruptcy Counsel ------------------------------------------------------------- Creager Mercantile Co. asks the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen Dickey Riley, P.C., as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) aid the Debtor in the development of a plan of reorganization under Chapter 11; (c) file the necessary petitions, pleadings, reports, and actions that may be required in the continued administration of the Debtor's property under Chapter 11; (d) take necessary actions to enjoin and stay until a final decree the continuation of pending proceedings and to enjoin and stay until a final decree the commencement of lien foreclosure proceedings and all matters as may be provided under 11 U.S.C. Sec. 362; and (e) perform all other legal services for the Debtor that may be necessary. The hourly rates of the firm's counsel and staff are as follows: Jeffrey S. Brinen $515 Jonathan M. Dickey $375 Keri L. Riley $375 Jenny M. Fujii $410 The firm received a retainer in the amount of $15,000 from the Debtor. Jonathan Dickey, Esq., an attorney at Kutner Brinen Dickey Riley, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey S. Brinen, Esq. Kutner Brinen Dickey Riley, PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-2400 E-mail: jsb@kutnerlaw.com About Creager Mercantile Co. Creager Mercantile Co. is a a wholesale grocery distributor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-12652-KHT) on May 16, 2024. In the petition signed by Donald Creager, president, the Debtor disclosed $10 million in both assets and liabilities. Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley PC, represents the Debtor as legal counsel. CUDDY MOUNTAIN: Hires Williams Law Group PLLC as Counsel -------------------------------------------------------- Cuddy Mountain Custom and Specialty Meats LLC, seeks approval from the U.S. Bankruptcy Court for the District of Idaho to employ Williams Law Group PLLC as counsel. The firm will provide these services: a. preparation and filing of a petition, Schedules, Statement of Financial Affairs, and other related forms; b. attendance at all meetings of creditors, hearing, pretrial conferences, and trials in the case or any litigation arising in connection with the case whether in state or federal court; c. preparation, filing, and presentation to the Bankruptcy Court of any pleadings requesting relief; d. preparation, filing, and presentation to the court of a disclosure statement (if required) and plan or arrangement under Chapter 11 of the Bankruptcy Code; e. review of claims made by creditors or interested parties, preparation, and prosecution of any objections to claims as appropriate; f. preparation, filing, and presentation to the court of all applications to employ and compensate professionals in the Chapter 11 proceeding; and g. preparation and presentation of a final accounting and motion for final decree closing the bankruptcy case. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm will be paid a retainer in the amount of $5,515. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Max T. Williams, Esq., a partner at Williams Law Group PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Max T. Williams, Esq. Williams Law Group, PLLC 417 S. l3th Street Boise, ID 83702 Telephone: (208) 9l7-1608 Facsimile: (208) 269-3106 About Cuddy Mountain Custom and Specialty Meats LLC Cuddy Mountain Custom and Specialty Meat, filed a Chapter 11 bankruptcy petition (Bankr. D. Idaho Case No. 24-00166) on April 1, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by WILLIAMS LAW GROUP PLLC. DELTA 3 SOLUTIONS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Delta 3 Solutions LLC d/b/a D3S 4517 George Road Suite 240 Tampa, FL 33634 Business Description: Delta 3 Solutions is a total solutions partner with a focus on technical surveillance products and services, as well as operational sustainment, support, and training. Chapter 11 Petition Date: June 1, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-03171 Judge: Hon. Roberta A Colton Debtor's Counsel: Kristina Feher, Esq. FEHER LAW, P.L.L.C. 1275 66th Street N. #40042 Saint Petersburg, FL 33743 Tel: 727-359-0367 E-mail: kfeher@feherlaw.com Total Assets: $208,308 Total Liabilities: $1,223,319 The petition was signed by Michael Brantley as CEO/president. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download. Follow this link to get a copy today https://www.pacermonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EHKTRXQ/Delta_3_Solutions_LLC__flmbke-24-03171__0001.0.pdf?mcid=tGE4TAMA DISTRICT 5 BOUTIQUE: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: District 5 Boutique LLC 303 14th Street Kenilworth, NJ 07033 Business Description: The Debtor is a family owned retailer of clothing and clothing accessories. Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-15612 Debtor's Counsel: Donald F. Campbell, Jr., Esq. GIORDANO, HALLERAN & CIESLA, P.C. 125 Half Mile Road Suite 300 Red Bank, NJ 07701-6777 Tel: (732) 741-3900 Email: dcampbell@ghclaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Theresa DeMarco as sole member. The Debtor failed to attach in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VNQUKJQ/District_5_Boutique_LLC__njbke-24-15612__0001.0.pdf?mcid=tGE4TAMA DM & KC: Seeks to Hire Askew Law Firm as Substitute Counsel ----------------------------------------------------------- DM & KC, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to employ Askew Law Firm, LLC as its substitute Chapter 11 counsel. The firm will render these services: (a) represent and render legal advice to the Debtor regarding all aspects of conducting this bankruptcy case; (b) prepare any necessary petitions, answers, motions, applications, orders, reports, and other legal papers; (c) assist the Debtor in taking actions required to reorganize under chapter 11 of the Bankruptcy Code; and (d) perform any other legal services the Debtor deems appropriate. The firm will be paid at these rates: James A. Askew $350 per hour Benjamin Jacobs $225 per hour Paralegals $90 to $125 per hour James Askew, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James A. Askew, Esq. ASKEW LAW FIRM, LLC 1122 Central Ave. SW, Ste. 1 Albuquerque, NM 87102 Telephone: (505) 433-3097 Facsimile: (505) 717-1494 Email: jaskew@askewlawfirm.com About CORLEY NISSAN, LLC Corley Nissan is an automotive dealer in Gallup, New Mexico. Corley Nissan, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 23-10975) on Oct 31, 2023, listing $50,001 to $100,000 in assets and $1,000,001 to $10 million in liabilities. Judge Robert H Jacobvitz oversees the case. Christopher M Gatton, Esq. at Giddens & Gatton Law, P.C., is the Debtor's counsel. DORCLAIR INVESTMENT: Hires R.O.I. Properties as Real Estate Broker ------------------------------------------------------------------ Dorclair Investment, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ R.O.I. Properties, LLC as real estate broker. The firm will market and sell the Debtor's real property known a Maricopa County Assessor Parcel Numbers 110-51-029B with address at 2022 North 22nd Ave., Phoenix, AZ 85009. The firm will be paid a commission of 6 percent of the sales price. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Beth Jo Zeitzer R.O.I. Properties, LLC 2425 E. Camelback Rd., Suite 150 Phoenix, AZ 85016 Tel: (602) 319-1326 Email: bjz@roiproperties.com About Dorclair Investment, LLC Dorclair Investment is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of a real property located at 2022 N. 22nd Avenue Phoenix, AZ 85009-3007 having an appraised value of $2.9 million. Dorclair Investment, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Ariz. Case No. 24-03387) on April 30, 2024, listing $3,021,089 in assets and $888,070 in liabilities. The petition was signed by Claire Barrett as owner. Patrick F. Keery, Esq. at Keery Mccue, PLLC represents the Debtor as counsel. DYNATA LLC: Wins $31-Mil. Financing for Prepackaged Case -------------------------------------------------------- Dynata, LLC, the most trusted source for reliable, accurate first-party data, on May 28 disclosed that the Company has successfully concluded its first day prepackaged chapter 11 hearing and received $31.5M in new financing, with access to another $50 million in new financing set for early July 2024 following emergence from its short chapter 11. Dynata submitted a prepackaged chapter 11 filing in the United States Bankruptcy Court for the District of Delaware on May 22, 2024. The filing included a restructuring support agreement under which substantially all of its lenders agreed to support Dynata's chapter 11 plan and extend $31.5 million in debtor in possession financing and $50 million in exit financing. The Company continues to operate without interruption and its 36-month transformation plan to support the Company's long-term growth strategy remains on track. "We are happy to report that Dynata is operating business as usual," said Mike Petrullo, Chief Executive Officer of Dynata. "We are paying our vendors, partners, and employees in full and on time and continue to provide high-quality service to our customers. This prepackaged filing has been crucial to securing Dynata's future, as our transformation plan continues unabated, and we are well positioned for growth. I am excited to start the second half of the year with a significantly deleveraged balance sheet, fresh capital, and increased momentum, with no business disruption in the meantime." Willkie Farr & Gallagher LLP is serving as Dynata's legal advisor in connection with the restructuring. Alvarez & Marsal North America, LLC serves as its restructuring advisor and Houlihan Lokey, Inc. serves as its investment banker. Gibson, Dunn & Crutcher LLP is serving as lead counsel and PJT Partners LP is serving as investment banker to an ad hoc group of controlling first lien lenders in connection with the restructuring. Vinson & Elkins LLP is serving as lead counsel and Lazard is serving as investment banker to an ad hoc group of controlling second lien lenders in connection with the restructuring. About Dynata, LLC Dynata, LLC and their non-debtor affiliates are a global data platform company in the business of providing business-to-business insights to market research firms, brands, media and advertising agencies, and investment firms, amongst others. Dynata, LLC and 18 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11057) on May 22, 2024. In the petition signed by Steven Macri as chief financial Officer, the company disclosed up to $1 billion to $10 billion in both assets and liabilities. Young Conaway Stargatt & Taylor, LLP and Willkie Farr & Gallagher LLP represent the Debtors as counsel. Alvarez & Marsal North America, LLC represents the Debtor as restructuring advisor. Houlihan Lokey, Inc. represents the Debtor as investment banker. Kroll Restructuring Administration LLC represents the Debtor as notice and claims agent. EIGER BIOPHARMACEUTICALS: Taps Deloitte as Tax Services Provider ---------------------------------------------------------------- Eiger BioPharmaceuticals, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Deloitte Tax LLP to provide certain tax services. The firm will render these services: (i) Tax Compliance Engagement Letter. Pursuant to the terms of the Tax Compliance Letter, Deloitte Tax will perform the following services: a. assist the Debtors with the preparation of 2023 federal and state income tax returns identified in Exhibit A attached to the Tax Compliance Engagement Letter; b. assist the Debtors in calculating the amounts of extension payments and preparing the extension requests for the 2023 tax returns; c. assist the Debtors in calculating 2024 estimated tax payments as needed; and d. assist the Debtors with certain services that are outside the scope of those contemplated in the Tax Compliance Letter , as requested by the Debtors and agreed to by Deloitte Tax. (ii) Tax Consulting Engagement Letter and Work Order. Pursuant to the terms of the Tax Consulting Engagement Letter, Deloitte Tax will provide services for the Debtors on federal, foreign, state and local tax matters, as requested by the Debtors. Further, pursuant to the terms of the Work Order, Deloitte Tax will perform the following services: a. assist the Debtors with the computation of their entries required to adjust the income tax account balances such that they are consistent with the tax return filed for the year ended Dec. 31, 2022; b. assist the Debtors with the computation of their federal, state and foreign current income tax receivable/payable balances as of Dec. 31, 2023; c. assist the Debtors in computing their federal, state and foreign deferred income tax expense or benefit for the year ended Dec. 31, 2023; d. assist the Debtors with their efforts to identify tax provision items to be recorded to equity (either additional paid in capital or other comprehensive income) for the year ended Dec. 31, 2023; e. assist the Debtors with the computation of their federal, state and foreign deferred income tax asset/liability balances as of Dec. 31, 2023; f. provide observations and assist the Debtors with their documentation regarding the Debtors' assessment of positive and negative evidence identified in connection with whether a valuation allowance is needed with respect to deferred tax assets; g. provide observations and assist the Debtors with their documentation regarding the Debtors' analysis of outside basis difference in a foreign subsidiary or foreign corporate joint venture that is essentially permanent in duration and whether a deferred tax liability should be recognized; h. assist the Debtors with their preparation of the income tax footnote and related disclosures for the year ended Dec. 31, 2023; i. assist the Debtors with their computation of amounts to be included in the Debtors' interim financial statements for March 31, 2024, June 30, 2024, and Sep. 30, 2024; j. provide observations associated with the Debtors' assessment of its income tax consequences related to specific events and issues, including enacted and proposed law changes, planned or actual dispositions, corporate restructuring and reorganizations, jurisdictional, and intercompany transactions; k. assist the Debtors in preparing Debtors' materials, documents, presentations, etc. that they will use to communicate their tax posture from an income tax perspective to management and/or the Debtors' Audit Committee/Board of Directors; l. assist the Debtors with their determination of the appropriateness of certain deferred income tax balances as of Dec 31, 2023; m. assist the Debtors in gathering information/documentation in connection with their internal control policies and procedures relating to its income tax provision process for the year ended Dec 31, 2023; n. assist the Debtors with their determination of deferred tax balances to be recorded for all business combinations concluded during the year ended Dec 31, 2023; and o. assist the Debtors with their efforts to analyze federal, state and foreign unrecognized tax benefits (tax, interest and penalties) as relates to the following: i. summarizing existing uncertain tax positions (recognition and measurement); ii. analyzing and documenting current year and prior year uncertain tax positions (including tax technical conclusions); iii. advising the Debtors with their recording and disclosing of unrecognized tax benefit liability appropriately; and iv. assisting the Debtors in documenting their procedures to support their process with respect to identification of uncertain tax positions. Deloitte Tax will charge the Debtors for the preparation of the tax returns, including services related to extensions and quarterly estimates, a fixed fee of $40,500. For Out of Scope Services, Deloitte Tax will bill the Debtors the following hourly rates: Partner / Managing Director $868 Senior Manager $777 Manager $657 Senior $546 Staff $442 Kevin Dougherty, a partner at Deloitte Tax LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin Dougherty Deloitte Tax LLP 555 Mission Street, Suite 1400 San Francisco, CA 94105 Telephone: (415) 783-4000 Facsimile: (415) 783-4329 About Eiger BioPharmaceuticals Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a commercial-stage biopharmaceutical company focused on the development of innovative therapies for rare metabolic diseases. The Company's shares traded on Nasdaq under the symbol "EIGR". Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-80040) on April 1,2024. In its petition, Eiger listed $38.8 million in assets and $53.1 million in liabilities as of the bankruptcy filing. Eiger is represented by Sidley Austin LLP as its legal counsel, Alvarez & Marsal as its financial advisor and SSG Capital Advisors, LLC as its restructuring investment banker. Kurtzman Carson Consultants LLC is the claims agent. EL DORADO GAS: Court OKs $8.8MM DIP Loan From FSB and GrayStreet ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi authorized El Dorado Gas & Oil, Inc. and affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtor is permitted to obtain a delayed draw term loan facility in the aggregate maximum principal amount of up to $8.750 million, with 7.5 million of the Loan Commitment made available to the Debtors and advances made pursuant to the DIP Facility to pay the DIP Lender Reimbursements, which was advanced, subject to the terms of the DIP Term Sheet, the DIP Facility, the Approved Budget, DIP Loan Documents, and the DIP Orders, in monthly increments not to exceed $1 million. The DIP Obligations will become due and payable in full upon the earliest to occur of: (a) the date of closing of the Sale of substantially all of the Oil and Gas Assets of the Credit Parties; (b) August 1, 2024; (c) the date on which all the DIP Loans will become due and payable in full hereunder, whether by acceleration or otherwise in accordance with the applicable DIP Order; or (d) the payment in full of all outstanding DIP Obligations under the DIP Facility and the termination of all commitments in connection therewith. Interest on the DIP Facility will accrue at a rate per annum of 12.95%. Hugoton and El Dorado Gas, the EDGO Debtors, and their operations are intertwined and have not practiced any real degree of corporate separateness. Similarly, income and expenses of Bluestone and World Aircraft flow through El Dorado accounts and financial statements, with EDGO funding the related expenses. Both Bluestone and World Aircraft are treated as rolled up entities under El Dorado for federal income tax purposes. In addition, Bluestone and World Aircraft are managed by the same personnel as the EDGO Debtors. On September 17, 2020, El Dorado, as borrower, Hugoton, as guarantor, World Aircraft, as guarantor, and Thomas Swarek, as guarantor, and FSB, as lender, entered into the Term Loan Credit Agreement in the principal amount of $50 million, the Term Note, dated September 17, 2020, and the Security Agreement dated September 17, 2020. Pursuant to FSB's proof of claim, the amount owing under the Term Note as of the El Dorado Petition Date is $53.891 million. In addition, FSB extended other loans either directly to or guaranteed by El Dorado, Hugoton and World Aircraft under various other prepetition credit facilities, which FSB asserts are secured by liens, mortgages, or other interests in certain property owned by the Debtors and other parties as reflected in its various proof of claims filed in the EDGO Case. The Prepetition Lender will receive Adequate Protection Liens on all of its Prepetition Collateral subject to the DIP Obligations, Carve-Out and Permitted Liens and entitled to a superpriority administrative expense claim to the extent of any diminution in the value of its Prepetition Collateral subject to the DIP Obligations and Carve-Out. A copy of the order is available at https://urlcurt.com/u?l=4Vq2nF from PacerMonitor.com. About El Dorado Gas & Oil and Hugoton Operating Company, Inc. Hugoton Operating Company, Inc. filed a voluntary Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51139) on Aug. 14, 2023. El Dorado Gas & Oil, Inc., a company in Gulfport, Miss., filed Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51715) on Dec. 22, 2023, with $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Thomas L. Swarek, president, signed the petition. On Feb. 22, 2024, Bluestone Natural Resources II - South Texas, LLC and World Aircraft, Inc. filed separate Chapter 11 petitions (Bankr. S.D. Miss. Case Nos. 24-50223 and and 24-50224). On Jan. 12, 2024, the Court entered an order directing the appointment of a Chapter 11 trustee for Hugoton. On Jan. 22, 2024, the Court approved Dawn Ragan as the Chapter 11 trustee for Hugoton. On Jan. 31, 2024, the Court ordered the appointment of a Chapter 11 trustee for El Dorado. On Feb. 2, 2024, the Court approved Ms. Ragan as Chapter 11 trustee for El Dorado. No official committee of unsecured creditors has been established in any of the Debtor cases. Hugoton and El Dorado are both Arkansas corporations engaged in the exploration, production, and development of crude oil and natural gas properties. El Dorado is a lease holder and operator of oil and gas wells covering about 4,000 net acres in South Texas. El Dorado also owns a substantial amount of oil field equipment and owns real estate in multiple locations and states. Hugoton also owns oil and gas interests and operates wells in South Texas. Hugoton is 100% owned by El Dorado and El Dorado is 100% owned by Thomas Swarek. Bluestone is 100% owned by Hugoton. Bluestone owns oil and gas interests operated by the EDGO Debtors. World Aircraft is 100% owned by EDGO. World Aircraft owns various aircraft and equipment assets. Judge Katharine M Samson oversees the cases. Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC, is Debtors Bluestone Natural Resources II-South Texas, LLC and World Aircraft, Inc. R. Michael Bolen, Esq., at Hood & Bolen, PLLC; and Nancy Ribaudo, Esq., Katherine Hopkins, Esq., and Joseph Austin, Esq., at Kelly Hart & Hallman LLP, serve as counsel to Dawn Ragan, Chapter 11 Trustee for El Dorado Gas & Oil, Inc. and Hugoton Operating Company, Inc. EMBECTA CORP: Moody's Lowers CFR to B1 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings downgraded Embecta Corp.'s Corporate Family Rating to B1 from Ba3 and Probability of Default Rating to B1-PD from Ba3-PD. Moody's also downgraded instrument ratings on the senior secured first lien revolving credit facility, senior secured first lien term loan and senior secured global notes to B1 from Ba3. The Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-1. The outlook is changed to stable from negative. The ratings downgrade partially reflects Embecta's profitability, which has underperformed Moody's initial projections due to inflationary input costs, as well as higher research and development expenses. While Embecta's profitability remains good relative to most medical device peers (above 30% adjusted EBITDA margin), the lower margin has resulted in weaker credit metrics. To that end, Moody's expects leverage will remain above 4.5x over the next 12-18 months, with limited deleveraging potential from earnings growth. Moody's projections do not incorporate any earnings contributions from the company's potential insulin patch pump, which has the potential to change the business trajectory over time. The downgrade also reflects standalone transition costs that have exceeded Moody's expectations since the spinoff from Becton Dickinson and Company ("BD"; Baa2 stable) closed in early 2022. That said, Moody's expects transition costs to wind down in FY2025, which will improve organic free cash flow generation. Embecta has completed the vast majority of its ERP implementation globally, and is targeting an exit from all remaining transition services agreements in the near-term. Governance risk considerations factor into the rating action. Embecta's G-4 score (previously G-3) reflects Moody's expectation that Embecta will operate with elevated leverage on a sustained basis, with standalone transition costs that have constrained free cash flow generation through at least FY2024. As a mitigant, Moody's notes that Embecta has publicly articulated that it may pursue voluntary debt paydown, which could result in deleveraging over time. RATINGS RATIONALE Embecta's B1 CFR is constrained by the company's modest growth prospects, as adoption of new insulin management technologies will continue to take share from Embecta's legacy injection products. The rating also takes into consideration the company's lack of diversification outside of diabetes care injections which may expose it to high business risk, such as potential pricing pressure, manufacturing issues, and product defects. In addition, the rating accounts for continued execution risk related to the spinoff of Embecta from BD. Embecta's rating benefits from its top market position in diabetes insulin injection devices globally. The company has long-standing customer loyalty to its products, driving recurring revenue from users and providers. The credit rating is further supported by the scale of the company's manufacturing and distribution network, which acts as a barrier to entry and allows for significant operating leverage – driving good profit margins and the potential for high free cash flow generation as transition costs wind down over time. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectation that Embecta's liquidity will remain very good over the next 12 to 18 months. Embecta's liquidity is supported by $300 million of cash as of March 31, 2024. Moody's estimates that Embecta will not generate consistent positive free cash flow until FY2025. External liquidity is supported by a 5-year revolving credit facility that provides for borrowings of $500 million, and was undrawn as of March 31, 2024. This revolving credit facility has a Maximum First Lien Net Leverage covenant of 4.75x. Moody's expects that Embecta will maintain adequate cushion on the covenant over the next 12-18 months. Alternative sources of liquidity are limited as substantially all assets are pledged. Embecta's CIS-4 (previously CIS-3) indicates the rating is lower than it would have been if ESG risk exposures did not exist. The score reflects governance considerations (G-4; previously G-3), including Moody's expectation that Embecta will operate with elevated leverage on a sustained basis (above 4.5x on Moody's adjusted basis), with standalone transition costs that will constrain free cash flow generation through at least FY2024. The score also reflects exposure to social risks (S-3) as a manufacturer of insulin injection products - notably to potential product safety litigation, recalls, and ongoing pricing pressure on legacy products in developed markets. The stable outlook reflects Moody's expectation that earnings will stabilize over the next 12-18 months as standalone infrastructure investments continue to wind down amid steady performance from the core insulin injection business. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if more rapid inroads from insulin management technologies and/or newer diabetes treatments pressure earnings, or if standalone transition costs constrain free cash flow generation meaningfully beyond FY2024. Quantitatively, the ratings could be downgraded if adjusted debt to EBITDA is sustained above 5.0x for a prolonged period. Ratings could be upgraded if Embecta is able to maintain stable earnings from the core injection business, while effectively managing its strategic initiatives under more conservative financial policies. Quantitively, ratings could be upgraded if debt/EBITDA is sustained below 4.0x while maintaining very good liquidity. Embecta is a leading provider of Diabetes insulin injection products and services, including pen needles, syringes, and related safety products. Embecta generated revenue of approximately $1.1 billion in the last twelve months ended March 31, 2024. The principal methodology used in these ratings was Medical Products and Devices published in October 2023. EQUALTOX LLC: Files Amendment to Disclosure Statement ----------------------------------------------------- Equaltox, LLC, and individual debtors Sulaiman Masood, and Ahmad Ali Kohzad filed a First Amended Disclosure Statement Describing First Amended Joint Chapter 11 Plan of Reorganization dated May 14, 2024. The Plan is a joint reorganizing plan that provides for the payment of all Allowed Claims2 in each of the three Cases in full. The Reorganized Debtors project that most Allowed General Unsecured Claims, i.e., those incurred in the ordinary course and not subject to dispute, will be paid in full in one lump sum payment within three months after the Effective Date. Each holder of an Allowed Secured Claim secured by Estate Real Property will be serviced from cash flow and repaid in full by its contractual maturity date. The payments to allowed unsecured claims will be funded from four sources: * The Individual Reorganized Debtors will liquidate the account of a non-debtor entity, SAM Reinsurance Company, Inc., and will contribute the net proceeds therefrom (approximately $1,293,000) towards the payment of Allowed General Unsecured Claims in their respective cases. * Equaltox will continue to operate its business post-confirmation and, each month, will pay a fixed sum to the disbursing agent to be included in the cash available for distribution to the Holders of Allowed Unsecured Claims in its case. This fixed monthly payment will increase over time and will continue until Equaltox's allowed unsecured claims are paid in full. * If and to the extent necessary to pay disputed claims after allowance, certain Real properties will be sold and 100% of the resulting net sale proceeds will be contributed to the Plan in order to pay such Claims. The Debtors expect that these sales will generate net proceeds of approximately $4,309,458. * Fourth and finally, the Plan settles alleged claims to avoid and recover payments against the Individuals Debtors' family members on fair and equitable terms. The Debtors estimate that the value of the consideration to be paid for the release will total at least $2,588,800, an amount superior to any recovery that could be achieved in litigation. In exchange for the valuable consideration provided under the Plan, any and all claims against any relatives of the Individual Debtors will be released upon the Effective Date of the Plan. Equaltox Unsecured Claims Class 12 General Unsecured Trade Claims total $269,979.87. Holders of Allowed Equaltox Unsecured Trade Claims will be paid 100% of such claims from Equaltox available cash. Each Holder of an Allowed Equaltox Unsecured Trade Claim in this Class will receive a Pro Rata Payment from any Equaltox Available Cash on each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until such Holder's Allowed Equaltox Unsecured Trade Claim is paid in full. Class 13 UnitedHealthcare Insurance Company total $333,939.59 per proof of claim No. 10-1. The Claim of UnitedHealthcare Insurance Company is a disputed claim. UnitedHealthcare Insurance Company will be paid 100% of its Allowed Claim, if any, in quarterly pro rata distributions from Equaltox's Available Cash. On each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until any Allowed Unsecured Claim of UnitedHealthcare Insurance Company is paid in full, UnitedHealthcare Insurance Company will receive a pro rata Distribution together with the Holder of any Allowed Claim in Class 16 from any Equaltox Available Cash remaining after payment of Allowed Equaltox Unsecured Trade Claims in Equaltox Class 12 in full. Class 14 Alejandro Portales total $600,000 per schedules. Class 14 is impaired. On the Effective Date, Portales will hold an allowed general unsecured claim in the amount of $600,000, and such claim will be paid in full. Beginning on the first Business Day of the first full calendar month after the Effective Date and continuing on the first Business Day of each calendar month thereafter until Portales' allowed claim is paid in full, Portales will receive a payment of $5,000. Portales' Allowed General Unsecured Claim will not accrue interest. Masood Unsecured Claims Class 8 General Unsecured Claims total $223,169 (estimated). The Holders of Allowed Masood General Unsecured Claims will be paid 100% of such Holders' Allowed Masood General Unsecured Claims in quarterly pro rata installments from Masood Available Cash. Each Holder of an Allowed Masood General Unsecured Claim in this Class will receive a Pro Rata Payment from any Masood Available Cash on each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until such Holder's Allowed Masood General Unsecured Claim is paid in full. Class 9 Sunwest's General Unsecured Claim total $1,566,210 per proof of claim 13-1. Sunwest's Claim is being treated and paid as a fully secured claim in the case of Equaltox. Sunwest will receive the treatment in Equaltox Class 1 in full settlement and satisfaction of its Proof of Claim 13-1 in the Masood Case. Sunwest will not receive any Distribution in the Masood Case. Class 9 is impaired. Class 10 CSCDC's General Unsecured Claim (Golden Circle Property) total $1,249,760 per proof of claim 15-1 in Equaltox's case. CSCDC's Claim related to the Golden Circle Property is being treated and paid as a fully secured claim in the case of Equaltox. CSCSC will receive the treatment in Equaltox Class 2 in full settlement and satisfaction of its Claim in the Masood Case. CSCDC will not receive any Distribution in the Masood Case. Class 10 is impaired. Class 11 First Citizens Unsecured Claim total $473,728 per schedules. First Citizens' Claim is being treated and paid as a fully secured claim in the case of Equaltox. First Citizens will receive the treatment in Equaltox Class 3 in full settlement and satisfaction of any Claim in the Masood Case. First Citizens will not receive any additional Distribution in the Masood Case. Class 11 is impaired. Class 12 CSCDC's General Unsecured Claim (Electric Avenue Property) total $367,700 per proof of claim 16-1 in Equaltox's case. CSCDC's Claim related to the Electric Avenue Property is being treated and paid as a fully secured claim in the case of Equaltox. CSCSC will receive the treatment in Equaltox Class 2 in full settlement and satisfaction of its Claim in the Masood Case. CSCDC will not receive any Distribution in the Masood Case. Class 12 is impaired. Class 13 UnitedHealthcare Insurance Company total $333,940 per proof of claim no. 10. The Claim of UnitedHealthcare Insurance Company is a Disputed Claim. On each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until any Allowed Unsecured Claim of UnitedHealthcare Insurance Company is paid in full, UnitedHealthcare Insurance Company will receive a pro rata Distribution together with the Holder of any Allowed Claim in Class 16 from any Masood Available Cash remaining after payment of Allowed Masood Unsecured Trade Claims in Masood Class 8 in full. Class 14 Nelnet (student loan) total $90,296 per schedules. Any Allowed Claim of Nelnet will be paid in full by the Masood Reorganized Debtor continuing to make to Nelnet the monthly payments required by the applicable underlying documents evidencing such Claim. Class 14 is unimpaired. Kohzad Unsecured Claims Class 7 General Unsecured Claims total $166,369 (estimated). The Holders of Allowed Kohzad General Unsecured Claims will be paid 100% of such Holders' Allowed Masood Unsecured Claims in quarterly pro rata installments from Kohzad Available Cash. Each Holder of an Allowed Kohzad General Unsecured Claim in this Class will receive a Pro Rata Payment from any Kohzad Available Cash on each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until such Holder's Allowed Kohzad General Unsecured Claim is paid in full. Class 8 Mohela (student loan) total $104,866 per schedules. Any Allowed Claim of Nelnet will be paid in full by the Kohzad Reorganized Debtor continuing to make to Nelnet the monthly payments required by the applicable underlying documents evidencing such Claim. Class 8 is unimpaired. Class 9 U.S. Small Business Administration ("SBA") total $512,913 per proof of claim 6-1. The SBA asserts a General Unsecured Claim based on a guaranty of a loan by the SBA to The Duck House LLC. The SBA's asserted General Unsecured Claim is a Disputed and contingent Claim. Any Allowed Claim of the SBA will be paid in full in monthly installments $1,425 beginning on the 15th of the second full calendar month after the Effective Date and continuing thereafter until any Allowed Claim is paid in full. Class 10 Sunnova (Peacock Hill Property) total $56,989 per proof of claim 18-1 in Equaltox's Case. Any Allowed General Claim of Sunnova related to the Peacock Hill Property by the Kohzad Reorganized Debtor continuing to make to Sunnova the monthly payments required by the applicable underlying documents evidencing such Claim. Class 10 is unimpaired. Class 11 Sunnova (Mall Way Property) total $59,463 per proof of claim 19-1 in Equaltox's Case. Any Allowed General Claim of Sunnova related to the Mall Way Property by the Kohzad Reorganized Debtor continuing to make to Sunnova the monthly payments required by the applicable underlying documents evidencing such Claim. Class 11 is unimpaired. General Unsecured Claim of Anthem Class 15; 15; 12 Anthem General Unsecured Claim total $8,002,603 per proof of claim 11-1. Anthem asserts a Claim in each of the Cases. However, Anthem will be entitled to one recovery and satisfaction on account of any Allowed General Unsecured Claim. Anthem will be paid 100% of its Allowed Claim, if any, in quarterly pro rata installments. On each Quarterly Distribution Date beginning on the Payment Commencement Date and continuing each calendar quarter thereafter until any Allowed Unsecured Claim of Anthem is paid in full (collectively in the three Cases), Anthem will receive (1) pro rata Distributions with the Holder of any Allowed Claim in Masood Class 13 from any Masood Available Cash remaining after payment of Allowed Masood Unsecured Claims in Masood Class 8 in full, (2) pro rata Distributions from any Kohzad Available Cash remaining after payment of Allowed Kohzad Unsecured Claims in Kohzad Class 7 in full, and (3) pro rata Distributions with the Holder of any Allowed Claim in Equaltox Class 13 from any Equaltox Available Cash remaining after payment of Allowed Equaltox Unsecured Trade Claims in Equaltox Class 12 in full. Any Allowed Claim of Anthem will accrue simple interest from the Effective Date until it is paid in full at the annual rate of 4.76% or such other rate ordered by the Court in connection with confirmation of the Plan. The Plan provides for the payment of all Allowed Claims in full on the terms set forth herein. The Distributions to the Holders of Allowed Secured Claims secured by Estate Real Property or motor vehicles will be made from post-confirmation operations and cash flow. The Distributions under the Plan to the Holders of Allowed Unsecured Claims shall be funded from the following four sources: (1) the Individual Debtors' respective shares of the SAM Funds; (2) Equaltox's Upfront Cash Payment as of the Effective Date and the Fixed Monthly Payment from the Equaltox Reorganized Debtor; (3) the Net Sale Proceeds from certain Estate Real Property; and (4) the Settlement Consideration. A full-text copy of the First Amended Disclosure Statement dated May 14, 2024 is available at https://urlcurt.com/u?l=v8ZSVB from PacerMonitor.com at no charge. Attorneys for Sulaiman Masood and Ahmad Ali Kohzad: Michael I. Gottfried, Esq. Roye Zur, Esq. Lauren N. Gans, Esq. ELKINS KALT WEINTRAUB REUBEN GARTSIDE, LLP 10345 W. Olympic Boulevard Los Angeles, CA 90064 Tel: 310 746-4400 Fax: 310 746-4499 E-mail: mgottfried@elkinskalt.com rzur@elkinskalt.com lgans@elkinskalt.com Attorneys for Equaltox, LLC: Robert S. Marticello, Esq. Michael L. Simon, Esq. Timothy W. Evanston, Esq. RAINES FELDMAN LITTRELL, LLP 3200 Park Center Drive, Suite 250 Costa Mesa, CA 92626 Tel: 310 440-4100 Fax: 310 691-1367 E-mail: rmarticello@raineslaw.com msimon@raineslaw.com tevanston@raineslaw.com About Equaltox, LLC Equaltox, LLC is a full service reference laboratory that can provide almost any type of blood testing. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 8:23-bk-12243) on October 27, 2023. In the petition signed by Sulaiman Masood, member and manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Scott C. Clarkson oversees the case. Robert S. Marticello, Esq., at Smiley Wang-Ekvall, LLP, represents the Debtor as legal counsel. FIRST CHOICE: Posts $1.2MM Net Loss in Q1 2024 ---------------------------------------------- First Choice Healthcare Solutions, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1,205,342 on $6,851 of gross profit for the three months ended March 31, 2024, compared to a net loss of $2,021,051 on for the three months ended March 31, 2023. The Company has a working capital deficit as of March 31, 2024, and has generated recurring net losses since its emergence from bankruptcy in April 2022. During the fiscal quarter ended March 31, 2024, the Company experienced operating losses of approximately $1,205,342 and corresponding cash outflows from operations of $78,943. This performance reflected challenges in operating and restructuring the company as a result of the previous issues that confronted the Company in the healthcare market, such as growing referral bases and negotiating favorable contract rates with third party payors for services rendered, as well as the negative impact of the former CEO indictment in November 2018 and the bankruptcy from June 2020. As a result of the former CEO’s actions the Company has been subject to litigation as well as incurring damage to its relationships with its employees and referral sources. The Company’s ability to continue as a going concern is dependent upon the success of its continuing efforts to acquire profitable companies, grow its revenue base, reduce operating costs, especially as related to provider services, and access additional sources of capital, and/or sell assets. The Company believes that it will be successful in repairing its relationships with employees and referral sources, generating growth and improved profitability resulting in improved cash flows from operations. However, in order to execute the Company’s business development plan, which there can be no assurance it will achieve, the Company may need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and potentially reduce operating expenditures. If the Company is unable to secure additional capital, it may have to curtail its business development initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about its ability to continue as a going concern more than the next 12 months. As of March 31, 2024, the Company has $3,071,307 in total assets, $32,974,553 in total liabilities, and $29,758,603 total stockholders’ deficit. A full-text copy of the Company's Form 10-Q is available at https://bit.ly/3Ktnx9o About First Choice Healthcare Melbourne, Fla.-based First Choice Healthcare Solutions, Inc. provides rehabilitative services, such as physical therapy. As of December 31, 2023, the Company has $3.1 million in total assets, $31.7 million in total liabilities, and $28.5 million in total stockholders' equity. Henderson, Nev.-based Bush & Associates CPA LLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated May 12, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. FOREMOST SPLICING: Hires Herren Dare & Streett as Counsel --------------------------------------------------------- Foremost Splicing and Cutover, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Law Firm of Herren, Dare & Streett as counsel. The firm's services include: a. providing debtor with advice with respect to its powers and duties as the Debtor in this proceeding; b. preparing on behalf of Debtor necessary applications, motions, notices, orders, adversary proceedings and other legal papers; c. assisting debtor in effectuating a plan of reorganization and Disclosure Statement; d. assisting debtor in overseeing Debtor's continued operation of its business and management of his property; e. assisting Debtor with potential sale of its interests in its property; f. advising debtors with respect to the possible subordination of claims; and g. providing other necessary legal services. The firm will be paid at the rates of $400 per hour. The firm received an advance deposit in the amount of $35,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David M. Dare, Esq., a partner at Law Firm of Herren, Dare & Streett, 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: David M. Dare, Esq. Law Firm of Herren, Dare & Streett 439 S. Kirkwood Road, Suite 204 St. Louis, MO 63122 Tel: (314) 965-3373 Fax: (314) 965-2225 Email: hdsstl@hdsstl.com About Foremost Splicing and Cutover, LLC Foremost Splicing and Cutover, LLC provides companies of all sizes the support they need through its fiber cutover and splicing services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-10247) on May 7, 2024. In the petition signed by Dawnna Johnson, president/sole member, the Debtor disclosed $1,663,478 in assets and $2,431,607 in liabilities. Judg Brian C. Walsh oversees the case. David M. Dare, Esq., at Herren, Dare & Streett, represents the Debtor as legal counsel. FREEDOM 26: Amends Freedom Unsecured Claims Details --------------------------------------------------- Freedom 26, LLC, and Behnam Rafalian submitted a First Amended Disclosure Statement describing First Amended Plan of Reorganization dated May 14, 2024. The Plan is a reorganizing Plan. The Plan provides for the Debtors' emergence from their chapter 11 cases, which the Debtors anticipate may occur on or about September 30, 2024. The Plan will provide for the orderly sale of certain assets held by each of the Debtors and distributions to Holders of Allowed Claims. The Freedom 26 Debtor will sell the Santa Monica Properties and Brockton Properties subject to Bankruptcy Court approval through a duly noticed motion which will provide for overbidding. The following properties will be sold by entities in which the Rafalian Debtor holds an ownership interest and a portion of the net proceeds from the sale of the properties will be used to fund the plan: Carson Property and East Oak Property. To the extent the available funds from the sale of the Carson Property, East Oak Property, Santa Monica Properties, and Brockton Properties are not sufficient to satisfy Allowed Claims in full, additional real properties held by Salar Investments LLC, 5812 Washington LLC, 600 East Sahara LLC or Salar Family Investments LLC will be sold, with the net proceeds to which the Rafalian Debtor is entitled to receive based on his membership interest held by Akhavan to be used to fund the Plan. On April 10, 2024, the Rafalian Debtor commenced an avoidance action against Freedom 26, Behrooz Refalian, Ebrahim Rafalian, Malibu LLC, and ER&GR seeking to avoid the transfer of the Santa Monica Brockton Properties by the Rafalian Debtor to Freedom, Behrooz Refalian, Ebrahim Rafalian, Malibu LLC, and ER&GR ("Santa Monica/Brockton Avoidance Action"). The Complaint seeks to avoid transfers of the Rafalian Debtor's interests in the Santa Monica Brockton Properties for the benefit of the Rafalian estate and does not seek to alter the rights of Chase or Winhall with respect to the Santa Monica/Brockton Property. Like in the prior iteration of the Plan, Class 10 consists of Allowed General Unsecured against the Rafalian Debtor. Estimated Allowed General Unsecured Claims is approximately $2,000,000. This Class will receive a distribution of 100% of their allowed claims. Class 10 is impaired. The Holders of Allowed General Unsecured Claims will receive payment of the present value of the full amount of such Holders Allowed General Unsecured Claims from the balance of the Net Sale Proceeds resulting from the sale of the LLC Initial Marketed Properties remaining after payment in full of the Allowed Shamsam Trust Secured Claim in Class 8, which Net Sale Proceeds shall be distributed Pro Rata among the Holders of the Allowed General Unsecured Claims in Class 10. Until the Holders of the Class 10 Allowed General Unsecured Claims receive the full present value of their Allowed General Unsecured Claims in Class 10, there will be an additional annual payment of Disposable Income of the Reorganized Rafalian Debtor after deducting payments to all senior classes. Commencing on the effective date, the Allowed General Unsecured Claims shall accrue non-compounded interest at the rate of 4%. Class 11 consists of Allowed General Unsecured against the Freedom 26 Debtor. Estimated Allowed General Unsecured Claims is approximately $173,000. Class 11 is impaired. Each Holder of an Allowed General Unsecured Claim against the Freedom 26 Debtor shall receive up to the full amount of such Holder's Allowed General Unsecured Claim against Freedom 26, its Pro Rata share of the Freedom 26 Reserve remaining after payment in full of the Allowed Administrative Claim against the Freedom 26 Debtor and Allowed Priority Claims against the Freedom 26 Debtor. The Debtors shall cause the marketing and sale of the LLC Initial Marketed Properties. The Debtor intends to file a bid procedures motion and schedule an auction for the sale of the Santa Monica/Brockton Properties prior to the effective date. A full-text copy of the First Amended Disclosure Statement dated May 14, 2024 is available at https://urlcurt.com/u?l=1FDaAM from PacerMonitor.com at no charge. General Insolvency Counsel for Freedom 26: Raymond H. Aver, Esq. Law Office of Raymond H. Aver 10801 National Blvd, Suite 100 Los Angeles, CA 90064 Tel: (310) 571-3511 Fax: (310) 473-3512 Email: ray@averlaw.com About Freedom 26 LLC Freedom 26, LLC in Culver City, C, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 23-16953) on October 23, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Benham Rafalian, manager, signed the petition. Judge Deborah J. Saltzman oversees the case. The Debtor tapped the Law Offices of Raymond H. Aver, A Professional Corporation as legal counsel. FULTON MERCER: Hires Gravis Law PLLC as Legal Counsel ----------------------------------------------------- Fulton Mercer Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Gravis Law, PLLC as its counsel. The firm's services include: (a) providing legal advice with respect to the powers, rights, and duties of the Debtor and Debtor-in-Possession; (b) providing legal advice and consultation related to the legal and administrative requirements of this case; (c) taking appropriate actions to protect and preserve the Estate; (d) preparing appropriate documents and pleadings; (e) representing the Debtor's interests at the Initial Debtor Interview, the Meeting of Creditors, any Status Conferences, any Disclosure Statement Hearing, the Confirmation Hearing, and other hearings before this Court related to the Debtor; (f) assisting and advising the Debtor in the formulation, negotiation, and implementation of a Disclosure Statement and/or Chapter 11 Plan and all documents related thereto; (g) assisting and advising the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of transactions; (h) assisting and advising the Debtor with respect to the use of cash collateral, obtaining financing, and negotiating, drafting, and seeking approval of any documents related thereto; (i) reviewing and analyzing claims filed in this case, and advising and representing the Debtor in connection with objections to such claims; (j) assisting and advising the Debtor with respect to executory contracts and unexpired leases; (k) coordinating with other professionals employed in the case; (l) reviewing and analyzing applications, orders, motions, and other pleadings and documents filed with the Bankruptcy Court and advising the Debtor thereon; and (m) assisting the Debtor in performing such other services as may be in the interest of the Debtor and the Estate and performing all other legal services required by the Debtor. The firm will be paid at these rates: Amy Wilburn $350 per hour Paralegals $150 per hour The firm received a retainer of $20,000. Amy Wilburn, an attorney at Gravis Law, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Amy Wilburn, Esq. GRAVIS LAW, PLLC 7350 Cirque Dr W University Place, WA 98467 Phone: (253) 525-5714 Email: awilburn@gravislaw.com About Fulton Mercer Corporation Fulton Mercer Corporation, a provider of death care services, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10590) on Aug. 1, 2023. In the petition signed by Jason Wayne Fulton, president, the Debtor disclosed up to $10 million in both assets and liabilities. The Debtors tapped Amy Wilburn, Esq., at Lincoln Goldfinch Law as counsel and Joshua Ray, CPA, at Ray CPA as accountant. GLEANNLOCH CLA: Hires Cooper & Scully PC as General Counsel ----------------------------------------------------------- Gleannloch CLA Partners, Ltd seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Cooper & Scully, PC as its general counsel. The firm will render these services: a. prepare and file schedules and a statement of financial affairs; b. negotiate with creditors and handle routine motions such as motions for relief from stay, cash collateral motions and the myriad of bankruptcy motions that will be filed in this case; c. file objections to claims, if necessary; d. perform legal work necessary to sell property of the estate; e. draft, file and prosecute adversary proceedings necessary to determine the extent, validity and priority of liens; f. draft, file and prosecute avoidance actions if necessary; g. draft, file and prosecute adversary proceedings, motions and contested pleadings as necessary; h. prepare and file a Plan and Disclosure Statement; i. conduct discovery that is required for the completion of the case or any matter associated with the case; j. perform all legal matters that are necessary for the completion of the case; and k. perform miscellaneous legal duties to complete the bankruptcy case. The normal hourly billing rate for Julie M. Koenig is $450 per hour. Paralegal time is billed at $125 per hour. The firm received a retainer of $25,000, plus filing fee. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Julie Koenig, Esq., a shareholder of Cooper & Scully, disclosed ina court filing that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Julie M. Koenig, Esq. Cooper & Scully, P.C. 815 Walker St., Suite 1040 Houston, TX 77002 Tel: (713) 236-6800 Fax: (713) 236-6880 Email: julie.koenig@cooperscully.com About Gleannloch CLA Partners, Ltd Gleannloch CLA Partners, Ltd. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-32176) on May 8, 2024. In the petition signed by Sharon Haydon, president, Gleannloch CLA, GP, Inc., GP of Gleannloch CLA Partners Ltd., the Debtor disclosed up to $50 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Julie M. Koenig, Esq., at COOPER & SCULLY, P.C., represents the Debtor as legal counsel. GOL LINHAS: Aims to Raise $1.5-Bil. New Equity to Repay DIP ----------------------------------------------------------- Giovanna Bellotti Azevedo of Bloomberg News reports that Brazilian airline Gol Linhas Aereas Inteligentes SA plans to raise $1.5 billion in fresh equity to repay its existing debtor-in-possession financing and shore up its balance sheet, according to its new five-year financial plan. The company, which entered Chapter 11 bankruptcy earlier this year, 2024, also plans to refinance $2 billion in secured debt, Gol said in a filing released on May 27, 2024. The Plan is still subject to approval by Gol's creditors and the U.S. Bankruptcy Court. About Gol GOLL4.SA GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircraft and components in Brazil and internationally. The company offers Smiles, a frequent-flyer program to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircraft with 674 daily flights. The company was founded in 2000 and is headquartered in Sao Paulo, Brazil. GOL Linhas Aereas Inteligentes S.A. and its affiliates and its subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. GOL Linhas estimated $1 billion to $10 billion in assets as of the bankruptcy filing. The Debtors tapped Milbank Llp as counsel, Seabury Securities Llc as restructuring advisor, financial advisor and investment banker, Alixpartners, LLP, as financial advisor, and HUGHES Hubbard & Reed LLP as aviation related counsel. Kroll Restructuring Administration LLC is the claims agent. GOPHER RESOURCE: S&P Downgrades ICR to 'CCC', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Gopher Resource LLC to 'CCC' from 'CCC+'. S&P also lowered its issue-level rating on the senior secured debt to 'CCC' from 'CCC+'. The '3' recovery rating is unchanged. The negative outlook reflects the potential for a lower rating if further delays in concluding a refinancing deal cause S&P to believe a default is inevitable in the subsequent six months. Default risk is amplified as all of Gopher's secured debt becomes current. Gopher is yet to secure a refinancing deal for its $510 million term loan due March 2025 ($470 million outstanding as of March 31, 2024) and $40 million revolving credit facility due September 2024 ($10 million drawn as of March 31, 2024). Without a refinancing deal, we envision a liquidity crisis for the company within the next 12 months because Gopher will likely not generate enough cash flow to repay the term loan on maturity. Furthermore, the likelihood of a distressed exchange is another potential default scenario given that the company's debt is currently trading below par. Although Gopher has initiated refinancing talks, S&P believes it may take some time to finalize a deal given the company's weak-but-improving credit metrics and the current high interest rate regime. Gopher's liquidity is under pressure, but improving operating results and the timing of obligations provide some flexibility. Gopher faces a large call on cash over the next 12 months due to upcoming debt maturities and a litigation settlement. The company reached a settlement in a lawsuit that reduced its likely liability to $15 million. The company expects this to crystalize in the last quarter of 2024. At the same time, Gopher will have to repay about $10 million outstanding on the revolver in August 2024 if the refinancing deal is not finalized by that time. The timing of these obligations relieves some of the immediate pressure on Gopher because it is likely able to cover these smaller obligations, including a maintenance capital expenditure (capex) of about $18 million, with its cash balance of $19.8 million as of March 31, 2024, and expected cash funds from operations of about $30 million-$40 million over the next 12 months. Last year, Gopher undertook significant repair and rebuild works and improved staffing levels at both facilities, thereby returning production to near optimal levels over the past two quarters. This should lead to improved but immaterial cash flow generation in fiscal 2024, which will be inadequate to repay about $470 million outstanding under its secured term loan due March 2025. The negative outlook reflects the possibility of a lower rating given the increased likelihood of a default within the next 12 months. The company's liquidity remains pressured, exacerbated further by the upcoming maturity of the senior secured debt. S&P said, "We could lower our ratings if we believe a default or distressed exchange is inevitable within the next six months. We could also lower our rating if Gopher announced it would miss an interest or principal payment or undertake a distressed exchange or debt restructuring. "We could raise our rating, possibly by two notches, if Gopher completed a refinancing of its secured debt in a timely manner, thereby alleviating any default risks. At the same time, we would expect Gopher to improve its operating performance and generate sufficient cash flows and liquidity to fund its near-term obligations." GROUPE SOLMAX: Moody's Affirms B2 CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Ratings has affirmed Groupe Solmax Inc.'s (Solmax) B2 corporate family rating and its B2-PD probability of default rating. Moody's also affirmed Solmax's B2 rating to its senior secured first lien bank credit facilities, which includes the revolving credit facility and the term loan tranches. The outlook is changed to negative from stable. "The change in outlook to negative reflects Solmax's inability to grow EBITDA and deleverage over the past two years. Its credit metrics are weakly positioned with Moody's adjusted debt to EBITDA around 6x and EBITA to interest expense around 1x at a time when the company is facing a number of headwinds," said Dion Bate, Vice President – Senior Analyst at Moody's. RATINGS RATIONALE Over the past two years Solmax has been unable to grow EBITDA impacting its ability to improve its credit metrics. This comes at a time when Solmax is facing increased competition across all 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 expects low single digit volume and revenue growth with stable operating margins for 2024, the above headwinds are likely to constrain Solmax's ability to deliver on its growth plans and deleverage to more comfortable levels for the B2 rating. Moody's also notes that Solmax has engaged external consultants to help navigate through these challenges, a process that will need time to implement and take effect. Solmax's rating is constrained by its: (1) relatively small scale with revenue of close to $900 million; (2) product concentration in the niche geosynthetic market which is exposed to cyclical public and private infrastructure and construction spending; (3) elevated debt to EBITDA at 6.1x and weak EBITA to interest expense at 1x as of last twelve months to March 31, 2024 (LTM Q1 2024); and (4) a more difficult operating environment in their end markets of Asia and EMEA. 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 good liquidity. Sources total around $135 million compared to around $14.5 million of mandatory payments under the amortizing term loan ($7 million) and excess cash sweep ($7.5 million) for the next 12 months to mid-June 2025. Solmax's liquidity is supported by cash of about $35 million as of March 31, 2024, $96 million available under its $100 million revolver expiring May 2026, and Moody's expectation of modest free cash flow over the next 12 months to June 2025. As revolver drawings exceed 35%, Solmax needs to comply with a first lien leverage ratio of less than 7.5x; however, there is good buffer if triggered. Solmax has no ability to generate liquidity from asset sales as its assets are fully encumbered. The company has no refinancing risk until May 2026 when its revolving credit facility expires. The first-lien pari passu term loan and revolving credit facility are rated B2, the same as the CFR, because they make up the preponderance of the debt in the capital structure. The negative outlook reflects Moody's view that the company may not be able to execute on its growth strategy due to the headwinds it is facing which would keep financial leverage above 6x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if debt to EBITDA is below 4x, free cash flow to debt is maintained above 5%, and Solmax maintains good liquidity. The ratings could be downgraded if debt to EBITDA is sustained above 6x, EBITA to interest expense falls below 1x, free cash flow to debt becomes negative, or Solmax's liquidity weakens. 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. GTCR EVEREST:S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned a 'B+' issuer credit rating to GTCR Everest Borrower LLC. At the same time, S&P assigned its 'B+' issue rating with a '4/45%' recovery rating to GTCR Everest's proposed $1.3 billion term loan due 2031. The stable outlook reflects S&P's expectation that GTCR Everest's leverage will be between 5.0-6.0x over the next 12 months while the company continues to grow it platform assets organically and through a modest level of merger and acquisitions under GTCR's ownership. Based in Concord, Calif., GTCR Everest is a wealth management technology company offering a range of wealth management solutions to financial advisers at independent broker-dealers (IBDs) and registered investment advisers (RIAs). The company's business model offers turnkey asset management solutions to advisers and an open architecture platform where advisers can custody transitory client cash. As of March 31, 2024, the company's platform assets totaled $117 billion, up from $96 billion at year-end 2023, and $92 billion as of 2022. As of March 31, 2024, GTCR Everest had assets in custody of $86 billion. The majority of GTCR Everest's platform assets have come from organic growth as it's historically been less dependent on acquiring capabilities and assets through mergers and acquisitions (M&A) than some of its closest peers. That said, S&P expects the financial sponsor to pursue strategic acquisitions and tuck-in transactions, both of which could add incremental leverage. Private equity firm GTCR has agreed to acquire AssetMark in a take-private transaction for $3.1 billion. The company is planning to use a $1.3 billion term loan, $250 million revolving credit facility, and sponsor equity of around $1.8 billion to execute the transaction, which we expect to close in the fourth quarter of 2024. GTCR, located in Chicago, New York, and Palm Beach, has invested over $25 billion in over 270 companies, including those within the financial services and technology sectors. S&P's rating GTCR Everest as the parent company of AssetMark under the assumption that GTCR will close the deal. S&P said, "We also expect GTCR Everest to have interest coverage of 2.5x-3.0x. We expect the company to continue generating an EBITDA margin of 30%-35% and solid free cash flows. Liquidity is adequate. We do not net cash against debt for financial sponsor-controlled companies." GTCR Everest's proprietary custodian, AssetMark Trust Co. (ATC), enables it to charge a net spread on the outstanding client cash held at ATC. S&P thinks the business is subject to fluctuations in interest rates, though the company partially mitigates such volatility by having around 60% of client cash in fixed-rate deposits. GTCR Everest's business model and high asset retention rate enables it to bill clients in advance of each quarter based on total platform assets, providing visibility into near-term revenues. Additionally, GTCR Everest's business model has experienced low volatility in its platform assets year over year, with 98% gross asset retention rate. The company's cost structure is primarily composed of variable costs associated with asset-based fees and bonus compensation that vary with revenues. This structure should enable the company to soften the impact of a downturn in markets, in S&P's view. S&P said, "We consider Focus Financial Partners (B+/Stable/--), Hightower (B-/Stable/--), Creative Planning Holdco (BB/Stable/--) and Edelman Financial Engines Center (B/Stable/--) as GTCR Everest's closest peers we rate. While GTCR Everest is smaller based on platform assets, the company's net flows are generally stable with EBITDA margins between 30%-35%. Additionally, Focus and Hightower operate with higher leverage given their acquisitive strategies. Though we do expect GTCR Everest to engage in M&A under GTCR's ownership, we forecast leverage of 5x-6x over the next 12 months. As a result, we include a one-notch uplift in our rating based on comparison with peers." HERITAGE 10: Hires Berliner Cohen LLP as Special Counsel -------------------------------------------------------- Heritage 10 W Tasman, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Berliner Cohen LLP as special counsel. The Debtor needs the firm's legal assistance in connection with a case (Case No. 23CV428385) filed in the Superior Court of California, County of Santa Clara, entitled Soulbrain CA, LLC, et al. v. Lee, et al. The firm will be paid at these rates: Michael J. Cheng $550 per hour Kim Decamps $300 per hour Jess Escalante $240 per hour On March 22, 2024, the Debtor paid the firm a retainer of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Cheng, Esq., a partner at Berliner Cohen LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael J. Cheng, Esq. Berliner Cohen LLP Ten Almaden Blvd. 11th Floor San Jose, CA 95113-2233 Tel: (408) 286-5800 Fax: (408) 998-5388 About Heritage 10 W Tasman, LLC Heritage 10 West Tasman, LLC filed its voluntary Chapter 11 petition (Bankr. N.D. Cal. Lead Case No. 24-50488) on Apr. 5, 2024. In the petition signed by DH Daehyun Kang, managing member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Dennis Montali oversees the cases. Binder Malter Harris & Rome-Banks, LLP serves as the Debtor's counsel. HILLTOP SPV: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Hilltop SPV, LLC 1437 South Boulder, Suite 700 Tulsa, OK 74119 Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-60308 Judge: Hon. Michael M. Parker Debtor's Counsel: Jameson J. Watts, Esq. HUSCH BLACKWELL LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: 512-479-1179 E-mail: jameson.watts@huschblackwell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Erik White as chief restructuring officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GKHGOPI/Hilltop_SPV_LLC__txwbke-24-60308__0001.5.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/B6GFOXQ/Hilltop_SPV_LLC__txwbke-24-60308__0001.0.pdf?mcid=tGE4TAMA HISTOGEN INC: Hires DLA Piper LLP as General Bankruptcy Counsel --------------------------------------------------------------- Histogen Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire DLA Piper LLP (US) as its general bankruptcy counsel. The firm's services include: (a) investigating and analyzing estate assets; (b) liquidating the estate’s interest in any assets; (c) reviewing proofs of claim filed in these cases, and prosecuting claim objections where appropriate; (d) preparing reports, applications, pleadings and orders; (e) preparing, filing, and prosecuting to confirmation a plan for the Debtor; and (f) performing services related to such other legal matters as may arise in the administration of this estate. The firm will be paid at these hourly rates: Eric D. Goldberg, Partner $1,490 Larry Nishnick, Partner $1,300 David M. Riley, Associate $1,215 Rod J. Kazempour, Associate $730 William L. Countryman, Paralegal $515 Eric Goldberg, Esq., a partner at DLA Piper, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric D. Goldberg, Esq. DLA Piper LLP (US) 2000 Avenue of the Stars Suite 400 North Tower Los Angeles, CA 90067-4735 Telephone: (310) 595-3000 Facsimile: (310) 595-3300 Email: eric.goldberg@us.dlapiper.com david.riley@us.dlapiper.com About Histogen Inc. Histogen Inc. is engaged in the research and development of regenerative medicine. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-01357) on April 18, 2024, with $3,625,752 in assets as of January 31, 2024 and $207,344 in liabilities as of January 31, 2024. David M. Maggio, chief executive officer, signed the petition. The Debtor tapped Eric D. Goldberg, Esq. and David M. Riley, Esq. at DLA PIPER LLP (US) as bankruptcy counsel; and ARMANINO LLP as financial advisor. HISTOGEN INC: Seeks to Hire Armanino LLP as Financial Advisor ------------------------------------------------------------- Histogen Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Armanino LLP as its financial advisor, as well as designate Dave Maggio of Armanino as its chief executive officer and Michael Hogan of Armanino as its chairman of the board and sole board member. The firm's services include: a. advising the Debtor on a strategic plan, liquidity management, and creditor negotiations; b. reviewing and assessing assets and liabilities, financial processes and cash flow projections; c. reviewing a schedule of all obligations (a waterfall) with the Debtor’s finance team by product line and identification of opportunities to restructure or renegotiate obligations; d. advising the Debtor on and leading negotiations and communicating directly with creditors to support a go-forward plan to maximize value, and developing materials to support such discussions; and e. providing of such other advisory services as may be agreed upon by Armanino and the Company. The firm will be paid at these hourly rates: Michael Hogan, Partner $625 David Maggio, Senior Director $450 Agnes Han, Senior Manager $395 Zachary Parkins, Senior Manager $365 Becca Yang, Senior Consultant $225 Armanino holds an unapplied retainer in the amount of $200,000. David Maggio, a senior director of Armanino, assured the court that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Dave Maggio, CPA Armanino LLP 15950 N. Dallas Pkwy #600 Dallas, TX 75248 Telephone: (844) 582-8883 Facsimile: (925) 790-2601 Email: info@armanino.com About Histogen Inc. Histogen Inc. is engaged in the research and development of regenerative medicine. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-01357) on April 18, 2024, with $3,625,752 in assets as of January 31, 2024 and $207,344 in liabilities as of January 31, 2024. David M. Maggio, chief executive officer, signed the petition. The Debtor tapped Eric D. Goldberg, Esq. and David M. Riley, Esq. at DLA PIPER LLP (US) as bankruptcy counsel; and ARMANINO LLP as financial advisor. INTERNATIONAL GRANITE: Unsecureds Get Share of Income for 3 Years ----------------------------------------------------------------- International Granite & Stone, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated May 13, 2024. Started in 2001, the Debtor manufactures and supplies custom-made countertops, including granite, porcelain, and quartz countertops. The Debtor leases its facility, which is located at 401 Douglas Road East, Oldsmar, Florida 34677. Chris Stewart owns 51% of the Debtor's membership interests and is the CEO of the Debtor. Mark Grenier owns 20% of the Debtor's membership interests and is the COO of the Debtor. The Debtor experienced the adverse effects of increased costs and rising interest rates. In addition, to cover costs related to an expansion to a new facility, the Debtor borrowed money from merchant cash advance lenders. The costs of such borrowing have been crippling. This lead to the filing of this Chapter 11 petition on February 12, 2024. The Debtor owes approximately $250,000 in general unsecured debt (excluding any claims asserted by any of the MCA lenders) and listed no priority claims on its schedules as of the Petition Date. This Plan of Reorganization proposes to pay all creditors of the Debtor from projected disposable income derived from business operations. This Plan provides for four classes of creditors: (1) one class consisting of the secured SBA Claim, (2) one Class consisting of the secured claim of Newtek, (3) a general unsecured class of creditors and (4) an equity holders class. This Plan also provides for the payment of administrative claims and Allowed priority claims, if any. Class 3 consists of all non-priority unsecured claims. This would include the approximately $250,000 of scheduled claims and any allowed claims of the MCA lenders. The Debtor disputes any claims asserted by the MCA lenders. Each Holder of an allowed unsecured claim shall receive annual payments of such Holder's pro rata share of projected disposable income. The first payment shall be made on the first anniversary of the Effective Date and each year thereafter, with the last payment due on the third anniversary of the Effective Date. This Class is impaired. Class 4 consists of the holders of equity interests of the Debtor. Class 4 claimants are retaining their equity interests. Class 4 claimants are retaining their equity interests. The Plan will be funded from income derived from projected disposable income. A full-text copy of the Subchapter V Plan dated May 13, 2024 is available at https://urlcurt.com/u?l=Y5vxBh from PacerMonitor.com at no charge. Attorneys for the Debtor: Edward J. Peterson, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 400 N. Ashley Dr., Suite 3100 Tampa, FL 33602 Telephone: (813) 225-2500 Facsimile: (813) 223-7118 Email: edwardp@jpfirm.com About International Granite & Stone International Granite & Stone, LLC, a company in Oldsmar, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00706) on February 12, 2024, with $1 million to $10 million in both assets and liabilities. Christopher L. Stewart, manager, signed the petition. Judge Roberta A. Colton oversees the case. Edward J. Peterson, Esq., at Johnson, Pope, Bokor, Ruppel & Burns, LLP represents the Debtor as legal counsel. IRON SPRINGS: Seeks Hire Stanley A. Zlotoff as Counsel ------------------------------------------------------ Iron Springs Development, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Stanley A. Zlotoff, a Professional Corporation, as counsel. The firm will provide these services: (a) give the Debtor legal advice with respect to its powers and duties as debtor in possession in the continued management of its property; (b) prepare necessary applications, answers, orders, reports and other legal papers; and (c) perform all other legal services for Debtor as debtor in possession which may be necessary herein. The firm's standard hourly rates is $350 per hour. A retainer fee of $1,262 was paid to the firm, in addition to a court filing fee of $1,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stanley A. Zlotoff, Esq., a partner at Stanley A. Zlotoff, a Professional Corporation, 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: Stanley A. Zlotoff, Esq. Stanley A. Zlotoff, a Professional Corporation 300 S. First St. Suite 215 San Jose, CA 95113 Tel: (408) 287-5087 Fax: (408) 287-7645 Email: zlotofflaw@gmail.com About Iron Springs Development, LLC Iron Springs Development, LLC in Los Gatos, CA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 24-50504) on April 9, 2024, listing $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Saul Flores as managing member, signed the petition. Judge M. Elaine Hammond oversees the case. STANLEY Z. ZLOTOFF serve as the Debtor's legal counsel. ISUN INC: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------- Lead Debtor: iSun, Inc. d/b/a iSun 400 Avenue D, Suite 10 Williston, VT 05495 Business Description: The Debtors are providers of solar energy services and infrastructure. Their services include solar, storage and electric vehicle infrastructure, design, development and professional services, engineering, procurement, installation, O&M and storage. The Debtors target all solar markets including residential, commercial, industrial and utility segments. Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court District of Delaware Twelve affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- iSun, Inc. (Lead Case) 24-11144 Hudson Solar Service, LLC 24-11145 Hudson Valley Clean Energy, Inc. 24-11146 iSun Corporate, LLC 24-11147 iSun Energy LLC 24-11148 iSun Industrial, LLC 24-11149 iSun Residential, Inc. 24-11150 iSun Utility, LLC 24-11151 Liberty Electric, Inc. 24-11152 Peck Electric Co. 24-11153 SolarCommunities, Inc. 24-11154 Sun CSA 36, LLC 24-11155 Judge: Hon. Thomas M. Horan Debtors' General Reorganization Counsel: Michael Busenkell, Esq. Amy D. Brown, Esq. Michael Van Gorder, Esq. GELLERT SEITZ BUSENKELL & BROWN, LLC 1201 N. Orange Street Suite 300 Wilmington, DE 19801 Tel: 302-425-5812 Fax: 302-425-5814 Email: mbusenkell@gsbblaw.com abrown@gsbblaw.com mvangorder@gsbblaw.com Debtors' Investment Banker and Advisor: ENGLAND & COMPANY Debtors' Claims/ Noticing Agent: EPIQ CORPORATE RESTRUCTURING, LLC Lead Debtor's Estimated Assets: $0 to $50,000 Lead Debtor's Estimated Liabilities: $0 to $50,000 The petitions were signed by Jeff Peck as president and CEO. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2GH3FWA/iSun_Inc__debke-24-11144__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Green Mountain Trade Claim $1,792,743 Electric (GMES) 356 Rathe Road Colchester VT 05446 Nathan Laber Email: natel@gmes.com Phone: (802) 391-4902 2. Tesla Energy Trade Claim $1,693,864 12832 S. Frontrunner Blvd Draper, UT 84020 Brian Riccitelli Email: briccitelli@tesla.com Phone: (908) 229-5600 3. APA Solar Racking Trade Claim $1,351,940 20-345 County Road X PO Box 224 Ridgeville Corners OH 43555 Steven Henry Email: stevenh@apasolar.com Phone: 419-863-1942 4. Opsun Systems, Inc. Trade Claim $1,121,266 979 Ave De Borgogne, Local 260 Quebec ON G1W 2L4 Canada Serge Email: accounting@opsun.com Phone: 418-651-4040 5. Polar Racking Inc – Trade Claim $769,355 Utility 6889 Rexwood Road 5 Mississauga ON L4V 1R2 Canada Jonathan Mizrachi Email: jonathan.mizrachi@polarracking.com Phone: (833) 801-5233 6. Sun Pull Bundled Wire Trade Claim $650,886 394 Hangar Road Rome NY 13441 Nick Eberly Email: nick.eberly@sunpullwire.com Phone: 419-467-4812 7. Gamechange Solar Trade Claim $586,747 152 West 57th Street 44th Floor New York NY 10019 Olga Filippova Email: Olga.Filippova@gamechangesolar.com Phone: 212-388-5180 8. CED Greentech Trade Claim $566,705 East 0120/0933 CED Green Tech PO Box 780846 Philadelphia PA 19178-0846 Jeremy Demers Email: jeremy.demers@ced.com Phone: 207-368-4367 9. Solar Operation Solutions Trade Claim $487,837 PO Box 1342 Brownfield TX 79316 Corey Koenig Email: corey@phoenixsolarusa.com Phone: 802-279-3417 10. Light Chain Solar LLC Trade Claim $468,318 2694 Sunset Lake Dr Cape Coral FL 33909 Bill Pastors Email: bpastors@lightchainsolar.com Phone: 812-592-4311 11. IBEW Local 300 Union Dues $406,568 3 Gregory Drive South Burlington VT 05403 Lindsey Brown Email: lab@ibewlocal300.org Phone: (802) 864-5864 12. T Ford Company, Inc. Trade Claim $367,800 124 Tenney Street Georgetown MA 01833 Bill Peach Email: Bill@tford.com 13. Chint Power Trade Claim $354,362 Systems America Co. (CPS) 2188 Pomona Blvd Pomona CA 91768 Olivia Want Email: ar@chintpowersystems.com Phone: (626) 330-7007 14. Merritt & Merritt Professional $352,523 60 Lake Street Services 2nd Floor PO Box 5839 Burlington VT 05402 Ken Merritt Email: kmerritt@merritt-merritt.com Phone: 802-658-7830 15. QT Corporation Trade Claim $323,345 2700 Forest Hills Loop SW Wilson NC 27839 Jimmy Sauls Email: jamessauls@qt-corporation.com Phone: (252) 399-7600 16. American Express Credit Card $317,110 PO Box 1270 Newark NJ 07101-1270 17. First Insurance Funding Insurance $282,094 PO Box 7000 Provider Carol Stream IL 60197-7000 Maureen Ivy Email: firstinsite@firstinsurancefunding.com Phone: 800-837-3707 18. AssuredPartners Insurance $255,019 PO Box 6203 Brattleboro VT 05302-6203 Camille Perkins Email: Camille.Perkins@assuredpartners.com Phone: (800) 742-2765 19. Sunbelt Solomon Equipment $238,977 1922 S. MLK Jr. Drive Temple TX 76504 Tyler Kemp Email: Tyler.Kemp@sunbeltsolomon.com Phone: 785-655-2629 20. Zane Construction, LLC Trade Claim $222,225 17 Pond Meadow Road Killingworth CT 06419 Malaina Sylvestre Email: malaina@zaneconstructiongroup.com Phone: 203-980-1621 21. Marcum – Corp Professional $221,987 PO Box Services 95000-2288 Philadelphia PA 19195-0001 Alan Markowitz Email: Alan.Markowitz@marcumllp.com Phone: 212-485-5590 22. Soderberg Construction Trade Claim $194,060 460 York Street Caribou ME 04736 Bradley Doody Email: bradley@sodcon.com Phone: 207-498-6300 23. NECA/IBEW Union Dues $162,481 Family Medical Care Plan Dept. At 40305 Atlanta GA 31192-0305 Email: fmcp@nebf.com Phone: 301-556-4328 24. Cummins Sales and Service Trade Claim $133,492 50 Braintree Hill Office Park Suite 200 Braintree MA 02184 Peggy McCormick Email: peggy.mccormick@cummins.com Phone: 317-662-2231 25. One Source Security Trade Claim $128,295 One Source Security 674 Daniel Webster Highway Merrimack NH 03054 Phone: 603-645-5969 26. R&R Pipeline Trade Claim $125,252 Construction and Repair, Inc 1909 HWY 255 Central City AR 72941-7100 Ryne Niemiec Email: ryne.niemiec@randrpipeline.com Phone: 724-531-7716 27. I.C. Reed & Sons, Inc. Trade Claim $124,970 6 Evans Drive, P.O. Box 968 Raymond NH 03077 Jodi D. Naughton Email: jodi@icreed.com phone: 603-895-2731 28. Ridgeback Solar Trade Claim $123,500 518 North Holy Street Philadelphia PA 19104 Ryan Mallgrave Email: rmallgrave@ridgebacksolar.com Phone: (215) 669-9245 29. IBEW Local 567 Union Dues $119,630 238 Goddard Road Lewiston ME 0424 Denis Lehouillier Email: DLehouillier@ibew567.com Phone: 207-786-9770 Ext. 102 30. Terrasmart Trade Claim $118,947 PO Box 715005 Cincinatti OH 45271 Jane Rottmueller Email: jmueller@terrasmart.com Phone: 513-242-2051 JOHNSTON & RHODES: Taps Lori Bertsch-Brustman as Special Counsel ---------------------------------------------------------------- Johnston & Rhodes Bluestone Co. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Lori Bertsch-Brustman Pllc as its special counsel. The firm will advise the Debtor regarding its rights regarding the transactional elements of the sale of its assets, including the negotiation of the Asset Purchase Agreement and related closing documents and the closing thereof. The firm will charge an hourly rate of $300, plus disbursements as incurred. Lori Bertsch-Brustman Pllc does not hold or represent an interest adverse to the Bankruptcy Estate, does not and will not, while employed by the debtor, represent, in connection with this case, a creditor and has no connections with the creditors or any other parties in interest, and their respective attorneys, according to court filings. The firm can be reached through: Lori A. Bertsch, Esq. Lori Bertsch-Brustman Pllc 4920 NY-52 Jeffersonville, NY 12748 Phone: (845) 482-4288 About Johnston & Rhodes Bluestone Co. Johnston & Rhodes Bluestone Co. has been quarrying, and distributing bluestone since 1900. Johnston & Rhodes Bluestone Co in Roscoe, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 24-35235) on March 7, 2024, listing $2,545,250 in assets and $1,384,921 in liabilities. Peter Becker Johnston as president, signed the petition. GENOVA, MALIN & TRIER, LLP serve as the Debtor's legal counsel. JR PARTNERS: Hires Jones & Walden LLC as Legal Counsel ------------------------------------------------------ JR Partners LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden LLC as counsel. The firm's services include: a. preparing of pleadings and applications; b. conducting of examination; c. advising the Debtor of its rights, duties and obligations as a debtor-in-possession; d. consulting with the Debtor and representing the Debtor with respect to a Chapter 11 plan; e. performing those legal services incidental and necessary to the day-to-day operations of the Debtor's business, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business legal advice and assistance; and f. taking any and all other action incident to the proper preservation and administration of the Debtor's estate and business. The firm will be paid at these rates: Attorneys $300 to $475 per hour Paralegals and law clerks. $110 to $200 per hour The firm holds a retainer in the amount $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas T. McClendon, Esq., a partner at Jones & Walden LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas T. McClendon, Esq. Jones & Walden LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Telephone: (404) 564-9300 Email: lpineyro@joneswalden.com mgensburg@joneswalden.com About JR Partners LLC JR Partners LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54612) on May 6, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by David Sajdak as authorized representative. Thomas T. McClendon, Esq. at Jones & Walden, LLC represents the Debtor as counsel. JVK OPERATIONS: Seeks to Hire Spence Law Office as Attorney ----------------------------------------------------------- JVK Operations Ltd. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Spence Law Office, PC as its attorney. The firm's services include: (a) advise the Debtor with respect to its powers and responsibility in the continued management of its property; (b) attend creditors' meetings and Section 341 hearings; (c) negotiate with creditors of the Debtor in formulating a Chapter 11 plan of reorganization and take the necessary legal steps in order to institute a plan of reorganization; (d) aid the Debtor in the preparation and drafting of disclosure statement; (e) prepare legal papers; (f) appear before the U.S. Bankruptcy Court and represent the Debtor in all matters pending before the said court; and (g) perform all legal services that may be necessary and appropriate. The firm will be paid at these hourly rates: Members $495 Associates/Of Counsel $325 - $495 Paralegals $125 Prior to the filing date, the firm received a retainer in the amount of $51,738. Robert Spence, Esq., principal at Spence Law Office, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert J. Spence, Esq. Spence Law Office, P.C. 55 Lumber Road, Suite 5 Roslyn, NY 11576 Tel: (516) 336-2060 Fax: (516) 605-2084 Email: rspence@spencelawpc.com About JVK Operations Ltd. JVK Operations Ltd. is a provider of linen and garments laundry services for healthcare facilities on the East Coast. JVK was founded in 2004 and has been servicing hospitals, nursing homes and healthcare institutions. The Company's processing services include sorting of the soiled linen, washing, drying, ironing packing and delivery according to customer specifications. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-70800) on March 1, 2024. In the petition signed by Vinod Samuel, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert E. Grossman oversees the case. Robert J. Spence, Esq., at SPENCE LAW OFFICE, P.C., represents the Debtor as legal counsel. JW ALUMINUM: Moody's Affirms 'B3' CFR & Alters Outlook to Positive ------------------------------------------------------------------ Moody's Ratings changed JW Aluminum Continuous Cast Company's (JW Aluminum) outlook to positive from stable. At the same time, Moody's affirmed its B3 Corporate Family Rating, B3-PD Probability of Default Rating and B3 rating of its senior secured notes. RATINGS RATIONALE The change in the outlook to positive reflects JW Aluminum's improved financial performance, sector leading operating margins, modest leverage and Moody's expectations that the company will maintain credit metrics commensurate with a higher rating post the refinancing of the senior secured notes maturing in June 2026. JW Aluminum's credit rating reflects its small scale, limited production, exposure to a single commodity business as well as its modest operational diversity with just production sites and Mt. Holly plant accounting for the majority of the company's operational capacity. The company faces cyclical risks typical for an aluminum fabricator dependent largely on the Building & Construction and HVAC end-markets, and to lesser extent on the transportation sector. The company holds a strong market position for most of its flat rolled aluminum products and has a moderate end-market diversity servicing a large number of customers with whom it has established long-term relationships. The rating benefits from the company's aluminum price pass-through model that provides for some level of earnings certainty with volume levels being critical factors. Although the company hedges a large portion of its aluminum and scrap purchases, thereby reducing its exposure to volatility in this market, it retains some sensitivity to movements in the scrap market. If not fully hedged, the company is also exposed to operational and liquidity risks when aluminum prices decline sharply thereby impacting revenues and earnings. Higher conversion prices, volumes and greater scrap utilization enabled the company to mitigate the impact of higher conversion costs, expand its operating margins and deliver materially higher Moody's-adjusted EBITDA of about $101 million in 2023. The company generated $45 million in positive free cash flow in 2023 with about $34 million used to pay down the ABL borrowings and $10 million for a distribution to the parent company. As a result of higher earnings and lower gross debt, leverage, measured as Moody's-adjusted Debt/EBITDA declined to 3.1x as of December 31, 2023 from 4.7x in 2022. JW Aluminum's credit metrics are expected to remain solid in 2024 despite the projected y-o-y decline in earnings as the industry destocking and continued inflationary headwinds somewhat reduce conversion prices and operating margins. Moody's expect the company to generate the EBITDA, as adjusted by Moody's, of just under $90 million in 2024 supported by its strong market position, long-standing customer relationships, ability to implement price increases in the spot market when opportunities arise and its growing utilization of scrap, which should help mitigate the margin pressure from the modestly weaker demand. Moody's estimate that the company will remain free cash positive in 2024 and that leverage, measured as Moody's-adjusted debt/EBITDA, will rise to about 3.5x but will remain low for a B3 rating. Interest coverage, measured as the adjusted EBIT/Interest ratio, is forecast to be around 1.7x. The positive ratings outlook assumes the conditions in the end markets the company serves will continue to support its operations and that no significant operating issues will arise at its production facilities. The positive outlook also assumes that the company will refinance its senior secured notes in the near term and that proforma the refinancing, its credit metrics will remain strong and commensurate with a rating higher than the current B3 CFR. JW Aluminum is expected to maintain a solid liquidity profile through the next 12 months. As of March 30, 2024, the company had $32 million in cash and cash equivalents and no borrowings outstanding under its $125 million ABL facility, excluding $0.3 million of outstanding L/Cs. The total borrowing base stood at $69.4 million, leaving the ABL availability at about $69 million. Moody's expect the company to occasionally rely on the ABL facility along with cash on hand and cash flow to fund operations. Moody's believes the company will be compliant with the fixed-charge coverage ratio covenant under the ABL facility of minimum of 1.0x in the next 12 to 18 months. The B3 rating on the senior secured notes reflects their preponderance of debt in the capital structure and expectations for no borrowings under the ABL over the next twelve to eighteen months. The notes are guaranteed by the company's wholly owned domestic subsidiaries and are primarily secured by a first-priority lien on the company's fixed assets. The notes have a second lien on the assets securing the ABL. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS JW Aluminum's small scale, limited operational diversity and narrow business profile limit the upside potential in its rating. However, a ratings upgrade would be considered if, proforma the refinancing of the senior secured notes, the company maintains a leverage ratio of below 4.5x, an interest coverage ratio at or above 2x and were expected to remain free cash flow positive. Sustaining a good liquidity position and addressing the preferred shares of the parent company which will become mandatory redeemable in 2028 are also pre-requisites for an upgrade. Negative rating pressure could develop if the company experiences any significant operating issues, particularly at its flagship Mt. Holly facility or fails to refinance its senior secured notes due in June 2026 or the ABL facility maturing in May 2025. Any material disruption that results in weaker than expected operating performance, negative sustained free cash generation that leads to heavy reliance on the ABL facility, weaker liquidity or reduction in its ability to meet compliance covenants under its credit agreement could result in a downgrade. The expectations of the leverage ratio sustaining above 5.5x, prior to and proforma the refinancing of the notes, or the interest coverage ratio persisting below 1.0x could lead to a downgrade. Headquartered in South Carolina, JW Aluminum produces rolled aluminum products that serve the Building and Construction (B&C), HVAC, transportation, and other end markets. The company operates two manufacturing facilities located in Mt. Holly, South Carolina and Russellville, Arkansas, and is privately owned by affiliates of FS/KKR Advisor, LLC, Goldman Sachs & Co. LLC, Magnetar Capital, Pentwater Capital Management and other. The company generated approximately $600 million in net sales in FY2023. The principal methodology used in these ratings was Steel published in November 2021. KEVIN CONCANNON: Unsecureds Will Get 25% of Claims over 4 Years --------------------------------------------------------------- Kevin Concannon, LLC, d/b/a Lifeline Pharmacy, submitted a Disclosure Statement for the Second Amended Chapter 11 Plan dated May 14, 2024. The Plan provides for the treatment of all Claims against the Debtor's estate consistent with the terms of the settlements with the parties, ensures the continuation of the Debtor's business as a going concern, and maximizes value for the benefit of the Debtor's creditors. The Plan provides, inter alia, for a restructuring of the Debtor's balance sheet pursuant to which holders of Claims will receive the treatment described in Section III(A). The Plan will strengthen the Debtor by substantially reducing its debt and preserving its key relationship with its critical vendor, McKesson. Specifically, the proposed restructuring under the Plan provides for, among other things: * 100% recovery to the DIP Lender by conversion of the DIP Facility to exit financing with the same terms and super priority lien as of the Effective Date of the Plan; * Resolution of all disputes with McKesson and the LP 1 Parties pursuant to the terms of the Settlement Agreement; * Payment by the LP 1 Parties to the Debtor of $510,000 and payment to the Debtor by the Thiru Parties (defined in the Plan and Settlement Agreement) of $490,000 in exchange for releases from the Debtor and McKesson; * Payment in full of McKesson's Allowed Secured Claim over a four-year period; * 25% payment on the Allowed MCA Lenders' Claims and Allowed General Unsecured Claims over a four-year period; * Payment in full of all Professional Fees, other Administrative Expenses and United States Trustee fees; * Resolution of all claims and disputes with the LP 1 Parties and McKesson; and * A comprehensive reorganization that ensures the continuation of the Debtor's business as a going concern that maximizes value for all Creditors and other parties in interest. Pursuant to the settlements with the MCA Lenders with whom the Debtor has settled, the agreed upon principal amount of the claims of those MCA Lenders will be Allowed as General Unsecured Claims, and the Allowed MCA Lenders' Claims and the Allowed General Unsecured Claims will receive payments totaling 25% of their Allowed Claims over a four-year period under the Plan. The Newtek Claims are also treated as General Unsecured Claims either because they were unperfected at the time of the Debtor's bankruptcy filing, or the Claims of LP 1 and McKesson, which have priority over the Newtek Claims, exceed the value of the Collateral securing the Newtek Claims. Class 6 consists of the General Unsecured Claims and shall include the Newtek Claims and MCA Lender Claims, but only to the extent Allowed. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a less favorable treatment of such Claim, each such Holder shall receive, in full and final satisfaction, settlement, release, and discharge of such Claim, quarterly distributions over a four-year period beginning with the later of (1) the quarter ending September 30, 2024, or (2) 90 days after the Effective Date until the Holder of such Allowed General Unsecured Claim receives a total of 25% of its Allowed General Unsecured Claim in full and final satisfaction of such Holder's General Unsecured Claim. Based upon such Financial Projections, the Debtor believes it will have sufficient resources to make all payments required pursuant to the Plan and that confirmation of the Plan is not likely to be followed by liquidation or the need for further reorganization. A full-text copy of the Second Amended Plan dated May 14, 2024 is available at https://urlcurt.com/u?l=p8Ut23 from PacerMonitor.com at no charge. Kevin Concannon, LLC is represented by: Patrick J. Neligan, Jr., Esq. Douglas J. Buncher, Esq. Neligan LLP 4851 LBJ Freeway, Suite 700 Dallas, TX 75244 Telephone: (214) 840-5300 Email: pneligan@neliganlaw.com dbuncher@neliganlaw.com - and - Robert L. Rattet, Esq. James B. Glucksman, Esq. John D. Molino, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 Telephone: (914) 381-7400 Email: rlr@dhclegal.com jbg@dhclegal.com jdm@dhclegal.com About Kevin Concannon LLC d/b/a Lifeline Pharmacy Kevin Concannon, LLC is a locally owned pharmacy serving the Edinburg, McAllen, Mission, San Juan, Alamo, Elsa, Alton, Weslaco, Pharr, Hidalgo, Mercedes, Donna, Palmview, La Joya, Penrtas, Palmhurst and the surrounding areas. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90759) on Aug. 2, 2023. In the petition signed by Kevin Concannon, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. Patrick J. Neligan Jr., Esq., at Neligan LLP, is the Debtor's legal counsel. KOKOMO KEY: Hires Latham Luna Eden & Beaudine as Counsel -------------------------------------------------------- Kokomo Key Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Latham, Luna, Eden & Beaudine, LLP as its bankruptcy counsel. The firm's services include: (a) advising the Debtor regarding its rights and duties in this Chapter 11 case; (b) preparing pleadings, including a disclosure statement and plan of reorganization; and (c) taking other necessary actions incident to the proper preservation and administration of the Debtor's estate. The firm will charge $275 to $500 per hour for attorney's services and $105 per hour for paraprofessional services. In addition, the firm will seek reimbursement for its out-of-pocket expenses. The firm received from the Debtor an advance fee of $36,738. Justin Luna, Esq., a partner at Latham, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Justin M. Luna, Esq Latham Luna Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com About Kokomo Key Properties, Inc. Kokomo Key Properties, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01268) on May 1, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Larry H. Cheshire, shareholder, signed the petition. Judge Jacob A. Brown presides over the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. LA HACIENDA MOBILE: Gets $3.5 Million Subsidy from Fresno City -------------------------------------------------------------- Pablo Orihuela of FresnoLand reports that the Fresno City Council unanimously approved a resolution to give developer Self-Help Enterprises a one-time $3.5 million subsidy to pursue the purchase of La Hacienda Mobile Estates from property owner Harmony Communities. The developer would keep the park open as affordable housing, saving it from the closure initially pursued by the park owner. The vote was 6-0, with Councilmember Mike Karbassi being absent from Thursday's, May 23, 2024, meeting. The resolution comes weeks after the mobile home park owner, La Hacienda Mobile Estates, LLC., filed for Chapter 11 bankruptcy. It remained unclear Thursday whether the restructuring bankruptcy would affect any potential deal. Residents of La Hacienda -- once named Trails End Mobile Home Park -- have been fighting to stay open for years following a deadly fire in 2021 that revealed to the city that the then park owner was managing the park with an expired operating license. About La Hacienda Mobile Estates La Hacienda Mobile Estates, LLC, is primarily engaged in renting and leasing real estate properties. La Hacienda sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. D. Del. Case No. 24-10984) on May 9, 2024, with $1 million to $5 million in both assets and liabilities. The petition was signed by Matt Davies as managing member. The Hon. Karen B. Owens presides over the case. The Debtor tapped Ashby & Geddes, P.A., as bankruptcy counsel. LAVIE CARE CENTERS: Chapter 11 Filing Has Backing From Landlord --------------------------------------------------------------- LaVie Care Centers, LLC, an operator of 43 licensed skilled nursing facilities in five states, sought Chapter 11 protection along with 281 affiliated entities in the Northern District of Georgia. The healthcare provider estimates more than a half-billion (but less than $1 billion) in assets and more than $1 billion of debt. According to a statement by the Company, the Chapter 11 process not only ensures that the Company can continue operating its existing portfolio in a seamless manner, but it also addresses its legacy liabilities associated with previously-divested operations. LaVie Care Centers and the current facilities in its portfolio will continue operations as normal, ensuring that all necessary care and treatment will be provided to its residents. The Company also announced that it has secured a commitment of $20 million in debtor-in-possession ("DIP") financing from key stakeholders, including affiliates of Omega Healthcare Investors, the Company's largest landlord and secured lender. Following Court approval, this new DIP financing, combined with cash on hand and cash flow generated from ongoing operations, will support the business to satisfy its ongoing obligations, and enable the Company to remain focused on delivering quality care during the Court-supervised process. "T[he bankruptcy filing] is an important step forward to strengthen the Company's financial footing in order to combat some of the challenges faced by the skilled nursing industry generally since the COVID-19 onset, as well as potential looming challenges ahead. Following the Company's reduction in footprint amidst this challenging operating environment, after analyzing all available options, the Company concluded that a court-supervised process was necessary to provide the best path forward for all of our stakeholders," said M. Benjamin Jones, LaVie's Chief Restructuring Officer. "As we move through this period, we remain focused on delivering compassionate care to our patients and residents and continuing to be an outstanding place to work for our dedicated caregivers. We would like to extend our gratitude to our residents and their families for the continued trust that they place in us, as well as our vendors and hospital partners who we remain committed to expanding our relationships with. The financial performance of our current portfolio remains strong, and we are confident that this process will enable the Company to continue serving these residents well into the future." As is customary, the Company has filed various "first day" motions seeking court approval to continue its operations as normal during the court-supervised process, including the continued payment of employee wages and benefits, taxes, postpetition obligations to vendors and the continued delivery of resident care without interruption. In addition, the Company has retained Stout Capital as investment banker to explore alternatives to maximize value to the Company's creditors. McDermott Will & Emery LLP is serving as legal counsel, Stout Capital LLC is serving as investment banker, and Ankura Consulting is serving as financial advisor (including the retention of Mr. Jones, Senior Managing Director at Ankura, as the Company's Chief Restructuring Officer). Financial Advisor The Company previously engaged Ankura Consulting to provide certain financial advisory and restructuring services. Prior to the Chapter 11 filings, the Company retained Mr. Jones, Senior Managing Director at Ankura Consulting, as the Company's CRO. Mr. Jones brings over 25 years of experience in restructuring advisory and a breadth of business leadership expertise in the healthcare sector. LaVie's management team, including Mr. Jones, will continue to lead the process and manage the business. Investment Banker Stout Capital recently served as investment banker for Westlake Surgical LP (W.D. Tex). The firm or its professionals previously did work for these Chapter 11 cases: Better For You Foods, Fresh Food Group, Goodrich Quality Theatres, Nuvectra Corporation, TenFour Networks, Acadiana Management Group, Altegrity, Inc., Hawaiian Telcom, EaglePicher Technologies, Chemtura Corporation, Oriental Trading Company, Inc., Panavision Corporation, and Frontier Airlines. The Lavie engagement is expected to be led by Michael Krakovsky who has 22 years of experience in financial restructuring investment banking. Prior to joining Stout in 2016 (where he launched the firm's Special Situations practice), Mr. Krakovsky spent 13 years as a senior member of the Financial Restructuring Group at Houlihan Lokey. He was also previously a Managing Director of Levine Leichtman's Deep Value distressed debt fund. About LaVie Care Centers LaVie Care Centers, LLC, is the parent company of skilled nursing facility operators and providers, with facilities primarily located in Mississippi, North Carolina, Pennsylvania and Virginia. The Company operates 43 licensed facilities, with 4,300 beds, providing short-term rehabilitation, comprehensive post-acute care, and long-term care to its residents. On June 2 and 3, 2024, LaVie Care Centers and 281 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 24-55507), before the Honorable Paul Baisier, in Atlanta. McDermott Will & Emery LLP is serving as legal counsel to the Debtors, Stout Capital LLC is serving as investment banker, and Ankura Consulting is serving as financial advisor (including the retention of M. Benjamin Jones, Senior Managing Director at Ankura, as the Company's Chief Restructuring Officer). Kurtzman Carson Consultants LLC is the claims agent, and maintains the page http://www.kccllc.com/LaVie LAVIE CARE CENTERS: In Chapter 11 After Closing 90 Nursing Homes ---------------------------------------------------------------- LaVie Care Centers, LLC, an operator of licensed skilled nursing facilities in five states, sought Chapter 11 protection along with 281 affiliated entities in bankruptcy court in Atlanta, Georgia. The Chapter 11 debtors include: * HoldCos: holding companies that directly or indirectly hold a portfolio of certain assets: LVE Holdco, LLC; LVLUPH, LLC; Centennial Healthcare Holding Company LLC; Centennial Newco Holding Company, LLC; CHIC Holding Company, LLC; CHMC Holding Company, LLC; CHPC Holding Company, LLC; NENC HealthCare Holding Company, LLC; Rispetto, LLC; Consulate MZHBS Leaseholdings, LLC; Consulate NHCG Leaseholdings, LLC; MA HealthCare Holding Company, LLC; Hilltopper Holding Corp. * Active Tenants: entities that are tenants under leases with various landlords: Alpha Health Care Properties, LLC; Epsilon Health Care Properties, LLC; and QCPMT, LLC; and LVE Master Tenant 4, LLC. * Operating Debtors: entities that oversee the operations of the Debtors': LaVie Care Centers, LLC; LV Operations I, LLC; LV Operations II, LLC; Genoa Healthcare Group, LLC; Florida Health Care Properties, LLC; Centennial HealthCare Properties, LLC; and LV CHC Holdings I, LLC. * Management: entities that provide administrative and management services to the Operating Debtors: The Management Debtors are Consulate Management Company III, LLC and Level Up Staffing, LLC. The remaining debtors comprise of entities involving now-divested facilities. $622-Mil. in Capital Lease Obligations The Debtors' prepetition secured debt is as follows: * $33.0 million outstanding under a first lien asset-based lending credit facility ("Prepetiion ABL Credit Facility") with MidCap Funding IV Trust, as lender, and MidCap Funding IV Trust, as agent; * $27.0 million outstanding under second lien term loans ("the Omega Term Loan") provided by Omega Healthcare Investors affiliate OHI Mezz Lender, LLC and the other financial institutions party thereto from time to time as lenders, and OHI Mezz Lender, LLC, as agent; * $622.2 million in secured capital lease obligations to four landlords, comprised of (i) Omega Healthcare Investors affiliates (30 facilities in North Carolina, Virginia, Mississippi, and Pennsylvania); (ii) Welltower NNN Group, LLC (nine Facilities in Virginia); (iii) Elderberry of Hayesville, LLC (three Facilities in North Carolina; and (iv) Jacksonville Nursing Home, Ltd. (one Facility in Florida). In addition, as of April 30, 2024, the Debtors have $498.8 million in unsecured liabilities, including $249.4 million in trade/accrued liabilities. 140 Facilities Down to 43 At the time of the initial onset of the COVID-19 pandemic, the Company was one of the largest operators of skilled nursing facilities in the nation, operating approximately 140 skilled nursing facilities, assisted living facilities and independent living facilities. As a result of the impacts of the pandemic, and in order to try to stabilize the Debtors' financial condition, the Company exited operations at more than 90 facilities. The Company determined that, in conjunction with several of its landlords, including Omega, that exiting operations on certain facilities would beneficial to the Company given the difficulty operating environment and burdensome operating losses. Today, the Debtors operate 43 licensed facilities across five states that care for more than 3,700 residents on a daily basis, with approximately 3,600 employees. The Debtors' current portfolio of facilities produce positive cash flow; however, the substantial continuing impacts of the pandemic and resulting facility divestitures continue to plague the business. Industry Hit Hard M. Benjamin Jones, the Company's Chief Restructuring Officer, explained in court filings that while the COVID-19 pandemic severely impacted the nursing homes industry, 550 nursing homes in the United States were closed from June 2015 to June 2019, and occupancy decreased by almost two percentage points across the United States during the same period. Then as a result of COVID-19, skilled nursing resident occupancy levels further dropped significantly while operating expenses increased substantially due to, among other things, higher labor costs and inflationary increases in costs for supplies While many industries successfully rebounded post-pandemic, the skilled nursing sector has yet to fully recover and facility operators like the Company continue to grapple with its aftermath. Since 2020, an estimated 579 facilities have closed (approximately 162 per year) and 38% of these closures were 4- or 5-star rated facilities. About 188 nursing homes shut down permanently across the United States in fiscal 2023, with about 40% of those closed facilities carrying a 4- or 5- star rating. Staff Shortages Due to staffing shortages, the Company, like many others, has to rely on staffing agencies to supplement its workforce and ensure continuity of care to its residents. But staffing agencies charge 50% to 60% more per hour than the very same employees would be paid if they were directly employed. The Company incurred over $277 million in agency costs between 2020 and 2022, versus approximately $49 million over the preceding two years combined, significantly hampering the Company's ability to meet its other obligations. This represents an increase of approximately 380% in average annual agency costs over 2020-2022 in comparison to the costs incurred in 2018 and 2019. The Debtors, like many other skilled nursing operators, continue to be plagued by staffing challenges, which will likely only be exacerbated by the long-awaited minimum staffing rule announced by the CMS on May 10, 2024. The CMS Staffing Rule, which is scheduled to go into effect on June 21, 2024 with staggered timelines for implementation, provides a minimum of 3.48 hours of nursing care per resident day, including 0.55 hours of care from a registered nurse per resident day and at least 2.45 hours of care from a nurse aide per resident day, as well as 24/7 onsite RN services. Legacy Liabilities As of June 2023 (a year prior to the bankruptcy filing date), the Company operated approximately 114 facilities (down from approximately 140 in 2020). Today, the Debtors' current portfolio includes 43 licensed facilities. Other than one remaining facility in Florida, the Debtors' facilities are all located in the favorable operating states of Mississippi, North Carolina, Pennsylvania and Virginia. The Debtor's current portfolio of facilities is leaner and more productive, and for the first time in years, the Company's remaining facilities now generate positive EBITDA. Although these divestitures have been both necessary and successful from an operational and future performance standpoint by stemming operating losses, they did not address the substantial legacy liabilities at the remaining corporate entities that previously operated the Debtors' now-divested facilities. As facility operators, the Debtors do not own the underlying real property assets at their facilities, but merely operate the facilities as tenants on the applicable facility lease. When the operations of the underperforming facilities were transitioned to new operators with the consent of the landlord, the new operators generally did not assume the liabilities of Company, nor did any material consideration flow to the prior operator. Following transition, the only material asset that remained behind for each of the divested facilities was accounts receivable generated prior to the transition; however, the proceeds from the collection of the receivables had to be used to pay down the Debtors' Pre-Petition ABL Facility (as defined below). As such, the Debtors do not have any material assets remaining behind at their now-divested facilities. Yet, there remain significant legacy liabilities which were incurred in connection with the prior operations, including, among others, lease liabilities, trade claims, and litigation claims, that were not transferred to their new operators as part of the underlying facility divestitures. Though chapter 11 was never the Company's preferred restructuring option, it became the only viable alternative that presented the Company with the ability to obtain necessary funding to deal with all outstanding claims and related issues. Sale or Restructuring Over the weeks and months prior to the commencement of the Chapter 11 cases, the Debtors worked collaboratively with Omega, who is the Debtors' largest landlord and secured lender. Because Omega is landlord on 30 of the Debtors' remaining 43 licensed facilities and holds a secured position on substantially all of the Debtors' assets, coupled with the substantial payment arrearage on Omega's lease, any viable restructuring path requires the consent and cooperation of Omega. Fortunately, the Debtors are entering chapter 11 with the necessary support of Omega, with agreement to co-fund critical DIP financing and a clear path to an effective reorganization or sale process that ultimately protects the interests of their residents. At core, the Debtors -- through their prior divestitures of unprofitable facilities -- now find themselves with the ability to emerge from this reorganization as a more nimble, productive, and financially viable enterprise, better suited to continue to provide quality care to the residents that place their trust and confidence in the Debtors on a daily basis. Accordingly, after exploring multiple alternatives to an in-court restructuring, the Debtors have come to the difficult conclusion that moving forward effectively requires a reorganization that efficiently addresses legacy liabilities. In this case, the necessary support of Omega is also strengthened with additional support from the Debtors' Prepetition ABL Lender, the Debtors' other landlords, the Debtors' key vendor base, as well as a DIP lender with some commonality in beneficial ownership with the Debtors' existing equity investors that -- alongside Omega -- is co-sponsoring critical junior debtor-in-possession financing to ensure a smooth landing in chapter 11. These efforts to forge consensus in advance of the Petition Date allow the Debtors a path forward for these facilities and provide a pathway toward an efficient and value-maximizing chapter 11 process. About LaVie Care Centers LaVie Care Centers, LLC, is the parent company of skilled nursing facility operators and providers, with facilities primarily located in Mississippi, North Carolina, Pennsylvania and Virginia. The Company operates 43 licensed facilities, with 4,300 beds, providing short-term rehabilitation, comprehensive post-acute care, and long-term care to its residents. On June 2 and 3, 2024, LaVie Care Centers and 281 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 24-55507), before the Honorable Paul Baisier, in Atlanta. McDermott Will & Emery LLP is serving as legal counsel to the Debtors, Stout Capital LLC is serving as investment banker, and Ankura Consulting is serving as financial advisor (including the retention of M. Benjamin Jones, Senior Managing Director at Ankura, as the Company's Chief Restructuring Officer). Kurtzman Carson Consultants LLC is the claims agent, and maintains the page http://www.kccllc.com/LaVie LAVIE CARE: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: LaVie Care Centers, LLC 1040 Crown Pointe Pkwy, Suite 600 Atlanta, GA 30338 Business Description: LaVie Care Centers, LLC is the parent company of skilled nursing facility operators and providers. The Debtors operate 43 licensed facilities across five states that care for more than 3,700 residents on a daily basis, with approximately 3,600 employees, providing short-term rehabilitation, comprehensive post-acute care, and long-term care to their residents. Other than one remaining facility in Florida, the Debtors' facilities are all located in states of Mississippi, North Carolina, Pennsylvania and Virginia. Chapter 11 Petition Dates: June 2 and 3, 2024 Court: United States Bankruptcy Court Northern District of Georgia Two hundred and eighty-two affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on June 2, 2024 and June 3, 2024: A. Filed June 2, 2024: Debtor Case No. ------ -------- LaVie Care Centers, LLC (Lead Case) 24-55507 Whitehall of Ann Arbor Healthcare, LLC 24-55716 Whispering Hills Facility Operations, LLC 24-55692 Westwood HealthCare, LLC 24-55665 Westerville Facility Operations, LLC 24-55662 West Palm Beach Facility Operations, LLC 24-55658 West Altamonte Facility Operations, LLC 24-55654 Wellston Facility Operations, LLC 24-55646 Wellington HealthCare, LLC 24-55636 Wayne HealthCare, LLC 24-55626 Walnut Cove HealthCare, LLC 24-55621 VNTG HD Master Tenant, LLC 24-55609 Vero Beach Facility Operations, LLC 24-55587 VAPAMT, LLC 24-55578 Valley View HealthCare, LLC 24-55573 Transitional Health Services, Inc. 24-55565 Transitional Health Partners 24-55557 Tosturi, LLC 24-55548 THS Partners II, Inc. 24-55528 Sea Crest Management Investment, LLC 24-55755 Sarasota Facility Operations, LLC 24-55753 Salus Management Investment, LLC 24-55751 Safety Harbor Facility Operations, LLC 24-55748 Royal Terrace HealthCare, LLC 24-55742 Riverview of Ann Arbor HealthCare, LLC 24-55738 Riverbend HealthCare, LLC 24-55735 Rispetto, LLC 24-55729 Riley HealthCare, LLC 24-55724 Ridgewood Facility Operations, LLC 24-55720 Retirement Village of North Strabane Facility Operations, LLC 24-55715 Reeders Facility Operations, LLC 24-55710 RAC Insurance Investors, LLC 24-55705 QCPMT, LLC 24-55701 Port Charlotte Facility Operations, LLC 24-55697 Pinewood HealthCare, LLC 24-55694 Pinelake HealthCare, LLC 24-55676 Pine River HealthCare, LLC 24-55667 Piketon Facility Operations, LLC 24-55663 Pheasant Ridge Facility Operations, LLC 24-55661 Perry Village Facility Operations, LLC 24-55650 Perry Facility Operations, LLC 24-55644 Pensacola Facility Operations, LLC 24-55637 Pennknoll Village Facility Operations, LLC 24-55631 Penn Village Facility Operations, LLC 24-55627 Pavilion at St. Luke Village Facility Operations, LLC 24-55623 Parkwell HealthCare, LLC 24-55619 Parkview Manor HealthCare, LLC 24-55614 Parkview HealthCare, LLC 24-55608 Parkview Facility Operations, LLC 24-55603 Parkside Facility Operations, LLC 24-55597 Paloma Blanca Health Care Associates, LLC 24-55592 Osprey Nursing and Rehabilitation, LLC 24-55584 Orange Park Facility Operations, LLC 24-55545 Onetete, LLC 24-55537 Omro HealthCare, LLC 24-55530 Oaks at Sweeten Creek HealthCare, LLC 24-55515 Oak Grove HealthCare, LLC 24-55744 North Strabane Facility Operations, LLC 24-55740 North Fort Myers Facility Operations, LLC 24-55736 North Carolina Master Tenant, LLC 24-55731 Norfolk Facility Operations, LLC 24-55728 Newport News Facility Operations, LLC 24-55722 New Port Richey Facility Operations, LLC 24-55719 New Harmonie HealthCare, LLC 24-55713 NENC HealthCare Holding Company, LLC 24-55709 Mount Royal Facility Operations, LLC 24-55706 Montclair HealthCare, LLC 24-55702 Milton HealthCare, LLC 24-55698 Miami Facility Operations, LLC 24-55695 Melbourne Facility Operations, LLC 24-55691 McComb HealthCare, LLC 24-55688 Manor at St. Luke Village Facility Operations, LLC 24-55685 MA Healthcare Holding Company, LLC 24-55681 LVLUPH, LLC 24-55679 LVFH Master Tenant, LLC 24-55674 LVE Master Tenant 4, LLC 24-55671 LVE Master Tenant 3, LLC 24-55669 LVE Master Tenant 2, LLC 24-55666 LVE Master Tenant 1, LLC 24-55648 LVE Holdco, LLC 24-55642 LV Operations II, LLC 24-55506 LV Operations I, LLC 24-55505 LV CHC Holdings I, LLC 24-55639 Luther Ridge Facility Operations, LLC 24-55632 Lucasville II Facility Operations, LLC 24-55617 Lucasville I Facility Operations, LLC 24-55613 LTC Insurance Associates, LLC 24-55607 Locust Grove Facility Operations, LLC 24-55602 Lincoln Center HealthCare, LLC 24-55599 Lidenskab, LLC 24-55595 Libby HealthCare, LLC 24-55591 Level Up Staffing, LLC 24-55586 Legends Facility Operations, LLC 24-55581 Lakeland Facility Operations, LLC 24-55576 Lake Parker Facility Operations, LLC 24-55574 Kissimmee Facility Operations, LLC 24-55569 Kings Daughters Facility Operations, LLC 24-55564 Kimwell HealthCare, LLC 24-55560 Kenwood View HealthCare, LLC 24-55556 Kenton Facility Operations, LLC 24-55552 KD HealthCare, LLC 24-55549 Kannapolis HealthCare, LLC 24-55544 Josera, LLC 24-55539 Jennings HealthCare, LLC 24-55534 Jacksonville Facility Operations, LLC 24-55531 Hurstbourne HealthCare, LLC 24-55525 Hunter Woods HealthCare, LLC 24-55519 Hollywell HealthCare, LLC 24-55510 Glenburney HealthCare, LLC 24-55761 Genoa Healthcare Consulting, LLC 24-55749 Gateway HealthCare, LLC 24-55746 Garden Court HealthCare, LLC 24-55743 Frostburg Facility Operations, LLC 24-55739 Franklinton HealthCare, LLC 24-55732 Forrest Oakes HealthCare, LLC 24-55726 Floridian Facility Operations, LLC 24-55714 Florida Health Care Properties, LLC 24-55683 FLLVMT, LLC 24-55677 Ferriday HealthCare, LLC 24-55672 Epsilon Health Care Properties, LLC 24-55668 Envoy of Woodbridge, LLC 24-55652 Envoy of Winchester, LLC 24-55649 Envoy of Williamsburg, LLC 24-55643 Envoy of Staunton, LLC 24-55638 Envoy of Somerset, LLC 24-55633 Envoy of Richmond, LLC 24-55628 Envoy of Pikesville, LLC 24-55625 Envoy of Norfolk, LLC 24-55622 Envoy of Lawrenceville, LLC 24-55618 Envoy of Goochland, LLC 24-55615 Envoy of Fork Union, LLC 24-55611 Envoy of Forest Hills, LLC 24-55604 Envoy of Denton, LLC 24-55601 Envoy of Alexandria, LLC 24-55594 Envoy Management Company, LLC 24-55590 Envoy Health Care, LLC 24-55585 Emerald Ridge HealthCare, LLC 24-55580 Edinborough Square Health Care Associates, LLC 24-55570 Down East HealthCare, LLC 24-55566 Donegan Square Health Care Associates, LLC 24-55561 D.C. Medical Investors Limited Partnership 24-55547 Cypress Square Health Care Associates, LLC 24-55543 Cypress Manor Health Care Associates, LLC 24-55538 Crestline Facility Operations, LLC 24-55533 Country Meadow Facility Operations, LLC 24-55527 Consulate NHCG Leaseholdings, LLC 24-55523 Consulate MZHBS Leaseholdings, LLC 24-55520 Consulate Management Company III, LLC 24-55516 Consulate Facility Leasing, LLC 24-55508 Consulate EV Operations I, LLC 24-55754 Consulate EV Master Tenant, LLC 24-55752 Consulate EV Acquisition, LLC 24-55750 Coastal Management Investment, LLC 24-55747 Coastal Administrative Services, LLC 24-55745 Clearwater HealthCare, LLC 24-55741 Clay County HealthCare, LLC 24-55737 CHPC Holding Company, LLC 24-55733 CHMC Holding Company, LLC 24-55727 CHIC Holding Company, LLC 24-55723 Cheswick Facility Operations, LLC 24-55718 Chenal HealthCare, LLC 24-55712 Charlwell HealthCare, LLC 24-55708 Centennial Service Corporation - Grant Park 24-55703 Centennial SEHC Master Tenant, LLC 24-55699 Centennial Professional Therapy Services Corporation 24-55690 Centennial Newco Holding Company, LLC 24-55687 Centennial Master Tenant, LLC 24-55682 Centennial Master Subtenant, LLC 24-55678 Centennial Management Investment, LLC 24-55673 Centennial HealthCare Properties, LLC 24-55670 Centennial HealthCare Properties Corporation 24-55659 Centennial HealthCare Management Corporation 24-55655 Centennial HealthCare Investment Corporation 24-55651 Centennial HealthCare Holding Company, LLC 24-55647 Centennial HealthCare Corporation 24-55504 Centennial Five Star Master Tenant, LLC 24-55640 Centennial Employee Management, LLC 24-55635 Centennial Acquisition Corporation 24-55630 Catalina Health Care Associates, LLC 24-55620 Catalina Gardens Health Care Associates, LLC 24-55616 Cary HealthCare, LLC 24-55612 Carey Facility Operations, LLC 24-55606 Cardinal North Carolina HealthCare, LLC 24-55600 Capital Health Care Associates, LLC 24-55593 Canonsburg Property Investors, LLC 24-55588 Brownsboro Hills HealthCare, LLC 24-55582 Briley Facility Operations, LLC 24-55572 Brentwood Meadow Health Care Associates, LLC 24-55568 Brandon Facility Operations, LLC 24-55563 Bossier HealthCare, LLC 24-55559 Bayonet Point Facility Operations, LLC 24-55555 Baya Nursing and Rehabilitation, LLC 24-55551 Augusta Health Care Properties, LLC 24-55540 Augusta Facility Operations, LLC 24-55536 Assisted Living at Frostburg Village Facility Operations, LLC 24-55532 Ashton Court HealthCare, LLC 24-55526 Ashland Facility Operations, LLC 24-55522 Ambassador Rehabilitative Services, LLC 24-55517 Ambassador Ancillary Services, LLC 24-55513 Alpha Health Care Properties, LLC 24-55511 9355 San Jose Boulevard Operations LLC 24-55717 9311 South Orange Blossom Trail Operations LLC 24-55711 9035 Bryan Dairy Road Operations LLC 24-55707 7950 Lake Underhill Road Operations LLC 24-55704 777 Ninth Street North Operations LLC 24-55554 741 South Beneva Road Operations LLC 24-55550 710 North Sun Drive Operations LLC 24-55546 702 South Kings Avenue Operations LLC 24-55542 6700 NW 10th Place Operations LLC 24-55700 650 Reed Canal Road Operations LLC 24-55535 6414 13th Road South Operations LLC 24-55696 6305 Cortez Road West Operations LLC 24-55693 626 North Tyndall Parkway Operations LLC 24-55529 611 South 13th Street Operations LLC 24-55524 5405 Babcock Street Operations LLC 24-55689 518 West Fletcher Avenue Operations LLC 24-55521 5065 Wallis Road Operations LLC 24-55686 500 South Hospital Drive Operations LLC 24-55518 4641 Old Canoe Creek Road Operations LLC 24-55684 4200 Washington Street Operations LLC 24-55680 3920 Rosewood Way Operations LLC 24-55675 3825 Countryside Boulevard Operations LLC 24-55664 3735 Evans Avenue Operations LLC 24-55660 3110 Oakbridge Boulevard Operations LLC 24-55657 3101 Ginger Drive Operations LLC 24-55656 3001 Palm Coast Parkway Operations LLC 24-55653 2939 South Haverhill Road Operations LLC 24-55645 2916 Habana Way Operations LLC 24-55641 2826 Cleveland Avenue Operations LLC 24-55634 2401 NE 2nd Street Operations LLC 24-55629 2333 North Brentwood Circle Operations LLC 24-55624 216 Santa Barbara Boulevard Operations LLC 24-55514 195 Mattie M. Kelly Boulevard Operations LLC 24-55512 1937 Jenks Avenue Operations LLC 24-55610 1851 Elkcam Boulevard Operations LLC 24-55605 1820 Shore Drive Operations LLC 24-55598 1615 Miami Road Operations LLC 24-55596 1550 Jess Parrish Court Operations LLC 24-55589 15204 West Colonial Drive Operations LLC 24-55734 1507 South Tuttle Avenue Operations LLC 24-55583 1465 Oakfield Drive Operations LLC 24-55579 1445 Howell Avenue Operations LLC 24-55577 125 A lma Boulevard Operations LLC 24-55509 12170 Cortez Boulevard Operations LLC 24-55730 11565 Harts Road Operations LLC 24-55725 1120 West Donegan Avenue Operations LLC 24-55575 1111 Drury Lane Operations LLC 24-55571 1061 Virginia Street Operations LLC 24-55567 1026 Albee Farm Road Operations LLC 24-55562 1010 Carpenters Way Operations LLC 24-55558 10040 Hillview Road Operations LLC 24-55721 B. Filed June 3, 2024: Debtor Case No. ------ -------- Winter Haven Facility Operations, LLC 24-55785 Winona Manor HealthCare, LLC 24-55784 Windsor Facility Operations, LLC 24-55783 Wilora Lake HealthCare, LLC 24-55782 Willowbrook HealthCare, LLC 24-55781 Williamsburg Facility Operations, LLC 24-55771 Whitehall of Novi HealthCare, LLC 24-55765 THS Partners I, Inc. 24-55780 Tarpon Health Care Associates, LLC 24-55779 Tallahassee Facility Operations, LLC 24-55777 Swan Pointe Facility Operations, LLC 24-55775 Susquehanna Village Facility Operations, LLC 24-55774 Summit Facility Operations, LLC 24-55770 Stratford Facility Operations, LLC 24-55768 Starkville Manor HealthCare, LLC 24-55766 St. Petersburg Facility Operations, LLC 24-55763 Southpoint Health Care Associates, LLC 24-55760 Skyline Facility Operations, LLC 24-55759 Shoreline Healthcare Management, LLC 24-55758 Sheridan Indiana HealthCare, LLC 24-55757 Hilltopper Holding Corp. 24-55778 Hilltop Mississippi HealthCare, LLC 24-55776 HFLLVMT, LLC 24-55773 Harbor Pointe Facility Operations, LLC 24-55772 Greenfield Facility Operations, LLC 24-55769 Green Cove Facility Operations, LLC 24-55767 Grayson Facility Operations, LLC 24-55764 Grant Park Nursing Home Limited Partnership 24-55762 Genoa Healthcare Group, LLC 24-55756 Woodbine Healthcare, LLC 24-55786 Woodstock Facility Operations, LLC 24-55787 Judge: Hon. Paul Baisier Debtors' General Bankruptcy Counsel: Daniel M. Simon, Esq. MCDERMOTT WILL & EMERY LLP 1180 Peachtree Street NE, Suite 3350 Atlanta, Georgia 30309 Tel: (404) 260-8535 Fax: (404) 393-5260 Email: dsimon@mwe.com - and - Emily C. Keil, Esq. Jake Jumbeck, Esq. Catherine Lee, Esq. MCDERMOTT WILL & EMERY LLP 444 West Lake Street, Suite 4000 Chicago, Illinois 60606 Tel: (312) 372-2000 Fax: (312) 984-7700 Email: ekeil@mwe.com jjumbeck@mwe.com clee@mwe.com Debtors' Investment Banker: STOUT CAPITAL, LLC Debtors' Claims, Noticing & Administrative Agent: KURTZMAN CARSON CONSULTANTS LLC Estimated Assets: $500 million to $1 billion Estimated Liabilities: $1 billion to $10 billion The petitions were signed by M. Benjamin Jones as chief restructuring officer. Full-text copies of five of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DQMWXTY/LaVie_Care_Centers_LLC__ganbke-24-55507__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/C2EP3FQ/Centennial_HealthCare_Corporation__ganbke-24-55504__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/DI3Q46I/LV_Operations_II_LLC__ganbke-24-55506__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/DDKDV2A/LV_Operations_I_LLC__ganbke-24-55505__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/AL5WMKY/195_Mattie_M_Kelly_Boulevard_Operations__ganbke-24-55512__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Powerback Rehabilitation Trade $57,565,547 PO Box 831322 Philadelphia, PA 19182-1322 United States Name: Jonathan Kirschner Email: jonathan.kirschner@genesishcc.com Phone: (516) 241-0401 2. Omega Landlords Landlord $47,059,090 C/O Omega Health Care Investors, Inc. Attn: Ferguson Braswell Fraser Kubasta PC 2500 Dallas Parkway, Suite 600 Plano, TX 75093 United States Attn: Leighton Aiken Name: Leighton Aiken, Robert Lemons, Matthew Levin Email: laiken@fbfk.law rlemons@goodwinlaw.com mlevin@swlawfirm.com Phone: (972) 378-9111 3. Healthcare Services Group Trade $39,718,570 3220 Tilman Drive, Suite #300 Bensalem, PA 18201 United States Name: Patrick J. Orr Email: porr@hcsgcorp.com Phone: (215) 688-4359 4. Powerback Rehabilitation Unsecured Note $36,588,694 PO Box 831322 Philadelphia, PA 19182-1322 United States Name: Jonathan Kirschner Email: jonathan.kirschner@genesishcc.com Phone: (516) 241-0401 5. Healthcare Services Group Unsecured Note $21,114,847 3220 Tilman Drive, Suite #300 Bensalem, PA 18201 United States Name: Patrick J. Orr Email: porr@hcsgcorp.com Phone: (215) 688-4359 6. ShiftMed, LLC Trade $14,363,135 7925 Jones Branch Drive, Suite 1100 McClean, VA 22102 United States Email: legal@shiftmed.com Phone: (513) 646-7373 7. Twin Med LLC Trade $9,602,043 PO Box 847340 Los Angeles, CA 90084-7340 United States Email: payments@twinmed.com Phone: (323) 826-2230 8. Gale Healthcare Solutions Trade $9,211,499 PO Box 4729 Winter Park, FL 32793-4729 United States Email: mfafalios@realtimeservices.com Phone: (407) 645-1003 9. Omega Lenders Unsecured Note $8,216,169 C/O Omega Health Care Investors, Inc. Attn: Ferguson Braswell Fraser Kubasta PC 2500 Dallas Parkway, Suite 600 Plano, TX 75093 United States Attn: Leighton Aiken Name: Leighton Aiken, Robert Lemons, Matthew Levin Email: laiken@fbfk.law rlemons@goodwinlaw.com mlevin@swlawfirm.com Phone: (972) 378-9111 10. Omnicare Inc. Trade $7,810,881 100 E. River Center Blvd. Covington, KY 41011 United States Name: Karen Dailey Email: Karen.Dailey@CVSHealth.com Phone: (480) 772-5267 11. Superior Medical Staffing Trade $3,204,684 PO Box 4729 Winter Park, FL 32793 United States Email: mfafalios@realtimeservices.com Phone: (407) 645-1003 12. Department of Justice* Governmental $2,500,000 950 Pennsylvania Avenue, NW Agency Washington, DC 20530-0001 United States Name: Miniard Culpepper & Alastair Gesmundo Email: miniard.culpepper@usdoj.gov alastair.m.gesmundo@usdoj.gov Phone: (202) 514-2000 *Projected to be paid in full, in accordance with settlement terms. 13. Direct Supply Trade $2,444,763 PO Box 88201 Milwaukee, WI 53288-0201 United States Email: DFord@directs.com Phone: (800) 246-5149 14. Amidon Nurse Staffing, LLC Trade $1,410,905 PO Box 436 Malverne, NY 11565 United States Email: eschick@amidonns.com Phone: (904) 374-5904 15. Precision Healthcare, LLC Trade $1,301,999 4209 Lakeland Drive, #363 Flowood, MS 39232 United States Email: invoice@precisionhcs.com Phone: (228) 238-4954 16. CDB Services USA LLC Trade $1,123,963 2549 Eastbluff Drive, Suite 490 Newport Beach, CA 92660 United States Email: brmagill@tclginc.com Phone: (888) 304-4347 17. CareMasters Homehealth, LLC Trade $951,675 1248 Sarasota Center Blvd Sarasota, FL 34240 United States Email: rmohammed@WaltersLevine.com Phone: (941) 364-8787 18. Empirian Health, LLC Litigation $900,000 C/o Burr & Forman, LLP 420 North 20th Street, Ste 3400 Birmingham, AL 35203 United States Attn: Rik S. Tozzi, Esq. Name: Rik Tozzi; Jackson A. Freese; Benjamin Coulter Email: rik.tozzi@burr.com; bcoulter@burr.com; jfreese@burr.com Phone: (205) 251-3000 19. SnapMedTech, Inc. Trade $861,111 675 Ponce de Leon Ave, Suite 8500 Atlanta, GA 30308 United States Email: EBarton@seyfarth.com Phone: (404) 885-6772 20. ShiftKey LLC Trade $818,165 PO Box 735913 Dallas, TX 75373-5913 United States Email: allyson.omalley@shiftkey.com Phone: (440) 537-2432 21. ECapital Commercial Finance Corp. Trade $777,527 CORP, BOA LOCKBOX 742890 Attn: Premier Healthcare 6000 Feldwood RD College Park, GA 30349 United States Name: Devin Hull Email: Devin.Hull@ecapital.com Phone: (678) 385-9667 22. Coastal Care Staffing, LLC Trade $750,000 1525 S. Tamiami Trail, Suite 603 Venice, FL 34285 United States Email: mhildreth@shumaker.com Phone: (941) 366-6660 23. Accurate Healthcare Trade $726,281 Professionals 2221 Buechel Ave, Suite 1 Louisville, KY 40218 United States Email: loriwhitmore2005@icloud.com Phone: (502) 671-0996 24. NurseCore Management Services, LLC Trade $604,445 Dept 41753, P.O. Box 650823 Dallas, TX 75265 United States Email: FortMyersStaffingMailGroup@nursecore.com Phone: (239) 286-7524 25. Focal Point Medical Staffing, Inc. Trade $583,769 8356 Six Forks Road, Suite 203 Raleigh, NC 27615 United States Email: director@focalpointstaff.com Phone: (919) 785-9355 26. Maxim Healthcare Staffing Trade $549,588 12558 Collections Center Dr Chicago, IL 60527 United States Name: Brandon Williams, Esq. Email: bwilliams@dvsjones.com Phone: (281) 826-6926 Address: Davis & Jones, LLC, 2521 Brown Blvd., Arlington, TX 76006 27. Respiratory Health Services Trade $507,076 PO Box 821322 Philadelphia, PA 19182-1322 United States Email: jonathan.kirschner@genesishcc.com Phone: (516) 241-0401 28. Milestone Staffing Services Trade $487,883 PO Box 935725 Atlanta, GA 31193-5725 United States Email: AWelch@milestonehealth.com Phone: (972) 813-4025 29. Estate of John O'Neill Litigation $475,000 BY Jacqueline O'Neill, PR Name: Lydia Wardell, Esq. Email: lwardell@yourcasematters.com; tpaldwstaff@yourcasematters.com Phone: (813) 873-0026 Address: Wilkes & Associates, PA, 3550 Buschwood Park Drive, Ste 230, Tampa, FL 33618 30. Island Nurse Staffing Trade $463,982 333 South Tamiami Trail, Suite 201 Venice, FL 34285 United States Email: Jcosta@islandnursestaffing.com Phone: (941) 525-8764 LEWISBERRY PARTNERS: Hires Signature Properties as Broker --------------------------------------------------------- Lewisberry Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Signature Properties Group, LLC as real estate broker. The firm will market and sell the Debtor's townhomes located at Lewisberry, Pennsylvania, known as Glenbrook Townhomes at Pleasant View. The firm will be paid a commission of 6 percent of the gross purchase price. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard Puleo Signature Properties Group, LLC 27 Nutt Road Phoenixville, PA 19460 Tel: (610) 983-3045 About Lewisberry Partners, LLC Lewisberry Partners is primarily engaged in leasing buildings, dwellings, or other real estate property to others. Lewisberry Partners, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11496) on May 2, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Richard J. Puleo as managing member. Judge Patricia M. Mayer presides over the case. Albert A. Ciardi, III, Esq. at CIARDI CIARDI AND ASTIN represents the Debtor as counsel. LINDSEY HEATING: Hires Lefkovitz & Lefkovitz as Counsel ------------------------------------------------------- Lindsey Heating & Air Conditioning, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as counsel. The firm will render these services: (a) advise the Debtor of its rights, duties, and powers; (b) prepare and file legal documents; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and (d) perform such other legal services as may be necessary in connection with this case. The firm will be paid at these rates: Steven L. Lefkovitz, Attorney $600 per hour Jay R. Lefkovitz, Attorney $450 per hour Michelle L. Spezia, Attorney $450 per hour Paralegals $125 per hour The firm received an initial retainer fee of $12,000 from the Debtor. Jay Lefkovitz, Esq., a partner at Lefkovitz & Lefkovitz, PLLC disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jay R. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: jlefkovitz@lefkovitz.com About Lindsey Heating & Air Conditioning, Inc. Lindsey Heating & Air Conditioning, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01606) on May 6, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz represents the Debtor as legal counsel. LP PROPERTIES: Hires Law Offices of Kim Parker P.A as Counsel ------------------------------------------------------------- LP Properties LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ The Law Offices of Kim Parker, P.A as counsel. The firm's services include: (a) preparing pleadings and applications and conducting examinations incidental to any related proceedings or to the administration of this case; (b) developing the relationship of the status of the Debtor to the claims of creditors in this case; (c) negotiating as appropriate with secured creditors and parties to executory contracts; (d) advising the representative of the Debtor of its the Debtors rights, duties and obligations as Debtor continues to operate under Chapter 11 of the Bankruptcy Code; (e) taking any and all other necessary action incident to the proper preservation and administration of this Chapter 11 Case; and (f) advising and assisting the representative of the Debtor in the formation and preservation of a Plan pursuant to Chapter 11 of the Bankruptcy Code, the disclosure statement, and any and all matters related hereto. The current rate for Kim Parker, Esq. is $250 per hour. The rate for paralegal services is $85 per hour. The initial retainer fee will be $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kim Parker, Esq., a partner at Law Offices Of Kim Parker, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kim Parker, Esq. Law Offices Of Kim Parker, P.A. 2123 Maryland Avenue Baltimore, MD 21218 Tel: (410) 234-2621 Fax: (443) 486-1691 Email: kp@kimparkerlaw.com About LP Properties LLC LP Properties, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 24-13256) on April 18, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICES OF KIM PARKER, PA. MAVIS TIRE: Moody's Affirms 'B3' CFR, Outlook Remains Stable ------------------------------------------------------------ Moody's Ratings affirmed the ratings of Mavis Tire Express Services TopCo, Corp., including the B3 corporate family rating and the B3-PD probability of default rating. Moody's also affirmed the B2 ratings on the senior secured first lien term loan and senior secured first lien revolving credit facility as well as the Caa2 rating on the senior unsecured notes. The outlook remains stable. The ratings affirmation reflects Moody's expectation that Mavis' operating performance including positive same store sales and ramping of greenfields and operational improvements at acquired locations will drive gross margin expansion and EBITDA growth. The affirmation also reflects Moody's view that financial policies will remain supportive of leverage remaining below 8x with good liquidity. RATINGS RATIONALE Mavis' B3 corporate family rating considers its high leverage with debt/EBITDA of 7.6x for the LTM period ending March 31, 2024. The rating is supported by Moody's expectation that solid performance of the existing store base will continue, and, that as new locations mature and EBITDA improves, leverage will trend toward the low 7x range over the next 12-18 months. The rating also considers Mavis' modest EBIT/interest coverage which is 1.0x for the LTM period ending March 31, 2024 and is expected to improve slightly to about 1.1x over the next 12-18 months. Mavis' meaningful scale and favorable market position in a highly fragmented segment of retail are considered credit strengths. Penetration and brand recognition is evident in its chosen markets, both of which have been strengthened by recent acquisitions, including the 595 TBC retail tire centers acquired in June 2023. Positively, this acquisition featured a sizeable equity contribution of $435 million, in addition to incremental term loan issuance to fund the $521.4 million cash consideration. The ratings are also supported by Mavis' strong execution ability and experienced management team. Mavis' good liquidity, is another key factor, including its $500 million revolving credit facility which expires May 2026 and no meaningful maturities until May 2028. Moody's also notes that maintenance CAPEX requirements are manageable and growth CAPEX can be scaled and/or funded with sale lease backs to supplement liquidity when needed. The B3 CFR continues to reflect governance considerations, particularly the company's financial strategies associated with its financial sponsor ownership which has historically supported very high leverage and debt-financed acquisitions. Although Moody's continues to expect the company to focus on greenfield/brownfield growth, which helps to reduce the risk of debt financed acquisitions increasing leverage, acquisitions have been and will continue to be a key component of the company's growth strategy. The stable outlook reflects Moody's expectation for Mavis to modestly deleverage over the next 12-18 months, reflecting increasing levels of EBITDA and no additional incremental debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if debt/EBITDA falls below 6.25x, EBIT/interest is sustained around 1.5x and financial strategies support credit metrics remaining at this levels. An upgrade would also require Mavis to maintain good liquidity. Ratings could be downgraded if liquidity were to weaken, or if credit metrics do not show improvement such that debt/EBITDA can be maintained below 8x and EBIT/interest below 1x. The principal methodology used in these ratings was Retail and Apparel published in November 2023. Mavis Tire Express Services TopCo, Corp. is the parent company of Mavis Tire Express Services Corp., which includes Mavis Discount Tire and Express Oil Change & Tire Engineers. Mavis is owned by affiliates of BayPine and TSG Consumer as well as by Co-CEOs David and Stephen Sorbaro. Mavis operated 2,108 service centers, 9 distribution centers and generated $3.8 billion of LTM revenue as of March 31, 2024. MIDCAP FINANCIAL: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' long-term issuer credit ratings on MidCap Financial Issuer Trust and subsidiary MidCap Financial Holdings Trust. S&P also affirmed its 'B+' ratings on MidCap's debt. The outlook remains stable. S&P said, "Despite macroeconomic headwinds, we affirmed our ratings on MidCap because we expect the company to manage asset quality challenges, helped by its good diversification, granular investment portfolio and operating track record. As of March 31, 2024, MidCap had 21 borrowers with principal outstanding of $291 million on nonaccrual or 2.2% of the portfolio compared with $367 million (2.6% of the portfolio) at year-end 2023 and $316 million as of March 31, 2023. Net charge-offs for the three months ended March 31, 2024, were $40.1 million, up 124% from $17.9 million for the three months ended March 31, 2023. That said, historically MidCap has had low losses as its cumulative net losses since inception in 2008 through year-end 2023 were 32 basis points. "S&P Global Ratings economists expect that rate cuts in the U.S. will begin in December 2024 and last into late 2026, later than our previous expectations. In our base-case scenario, we expect the lagging impact from higher interest rates will further pressure borrowers' interest coverage in 2024, which could lead to weaker asset quality. "We expect MidCap's leverage over the next 12 months to be 4.0-4.5x. For the first quarter ended March 31, 2024, leverage is 4.56x versus 4.52 at year-end 2023 and is above our downside threshold of 4.5x. The rise in leverage was primarily due to the increase in debt to $12.1 billion as of March 31, 2024, from $11.8 billion at year-end 2023. At the same time, ATE growth was more modest, rising to $2.65 billion from $2.62 billion. Despite the recent uptick in leverage, we expect MidCap will prudently work to reduce its leverage below 4.5x over the coming quarters. "We view MidCap's reliance on secured financing as a rating weakness because it encumbers the balance sheet. We expect that MidCap will primarily fund its loan growth by accessing the secured markets. While the company's funding is well matched with assets, its funding mix is relatively less diversified as it primarily relies on secured financing, which continues to encumber its balance sheet. As of March 31, 2024, securitizations and secured bank facilities make up 87% of total funding and encumbers majority of its assets. "We apply a favorable comparable ratings adjustment to MidCap. This reflects its good underwriting performance through different credit cycles and origination benefit given its affiliation with the broader Apollo credit platform (31% ownership by Apollo-Athene). We also take a favorable holistic view of MidCap versus its peers. "Our 'B+' rating on MidCap's senior unsecured debt is one notch below the issuer credit rating, reflecting significant amounts of priority senior secured debt. As of March 31, 2024, priority debt continues to remain well above 30% and unencumbered assets to unsecured debt ratio was 1.0x-1.1x. We expect MidCap will maintain an unencumbered assets to unsecured debt ratio of over 1.0x; otherwise, we could lower our rating on its unsecured debt by another notch to 'B'. "The stable outlook in the next 12 months reflects our expectation that--despite macroeconomic headwinds--MidCap will operate with debt to ATE of 4.0x-4.5x and maintain its underwriting record. We also expect MidCap will maintain adequate liquidity to meet its operational needs and maintain its existing funding mix." S&P could lower its ratings on MidCap over the next 12 months if: -- Debt to ATE is sustained above 4.5x; -- Asset quality or earnings materially weaken; or -- MidCap's available liquidity is strained, in our view. S&P views an upgrade as unlikely in the next 12 months. MIDWEST DOUGH: Seeks to Hire Lentz Law PC LLO as Counsel -------------------------------------------------------- Midwest Dough Guys, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Lentz Law, PC, LLO as counsel. The firm will render these services: a. give legal advice with respect to the powers and duties of the Debtor in the reorganization of its business; b. meet with and negotiate with Creditors as to this estate and its affairs and business, including both Secured, Unsecured Creditors and Priority Creditors; c. take any necessary actions to set aside preferences of transfers, which may qualify to be avoided or set aside under the Bankruptcy Code; d. take such other necessary and required actions which are deemed by such counsel as ordinary and necessary in the course of these proceedings; e. provide representation in connection with any adversary proceedings filed in court by various creditors and adversary proceedings required to be filed for the protection and preservation of property of the estate; f. prepare legal papers; and g. perform other legal services. The firm will be paid based upon its normal and usual hourly billing rates and will be reimbursed for out-of-pocket expenses incurred. The retainer fee is $10,000. John Lentz, Esq., a partner at Lentz Law, PC, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: John A. Lentz, Esq. Lentz Law, PC, LLO 650 J. St. Ste 215B Lincoln, NE 68508 Tel: (402) 421-9676 Email: john@johnlentz.com About Midwest Dough Guys, LLC Midwest Dough Guys, LLC is an American chain of calzone restaurants. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Neb. Case No. 24-40406) on April 30, 2024. In the petition signed by Nickolas T. Rowan, authorized representative, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Thomas L Saladino oversees the case. John A. Lentz, Esq., at Lentz Law, PC, LLO, represents the Debtor as bankruptcy counsel. MINIMALLY INVASIVE: Seeks to Hire Edwin Davis. Jr. as Accountant ---------------------------------------------------------------- Minimally Invasive Vascular Center of Maryland, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Edwin Davis. Jr., CPA, LLC as its accountant. The firm will assist the Debtor with accounting services, budgeting, monthly operating reports, financial projections, and federal and state tax returns. The firm's services will be billed at an hourly fee of $225. Edwin Davis. Jr., CPA, LLC does not hold or represent an interest adverse to the estate, according to court filings. The firm can be reached through: Edwin Davis. Jr., CPA Edwin Davis Jr. CPA LLC 3 Vose Avenue South Orange, NJ 07079 Tel: (973) 378-3552 About The Minimally Invasive Vascular Center Founded in 2007, The Minimally Invasive Vascular Center is a vascular care facility, offering access to much needed surgical treatment of all vascular related diseases. Minimally Invasive Vascular Center of Maryland, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 24-12134) on April 15, 2024. In the petition signed by Jeffrey Dormu as managing member the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Charles Iweanoge, Esq. at THE IWEANOGES' FIRM, PC represents the Debtor as counsel. NB FLATS: U.S. Trustee Appoints Investors Committee --------------------------------------------------- The U.S. Trustee for Region 19 appointed an investors committee in the Chapter 11 case of NB Flats, DST. The committee members are: 1. Caroline Rosenblatt - Chairperson 54 McNear Drive San Rafael, CA 94901 clrosenblatt@gmail.com (415) 250-7380 2. Rod Burtenshaw 1293 W 2400 S St. George, UT 84770 burtenshaw@startmail.com (801) 244-0898 3. Mark Jacobson Wallmark Assets, LLC 523 West 200 North, Suite A Salt Lake City, UT 84116 mjaco55@gmail.com (801) 891-5890 4. Leonid Grossman leonid1933@gmail.com 5. Sherry Pavlic 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 NB Flats, DST NB Flats, DST filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 24-21724) on April 16, 2024, listing $10,000,001 to $50 million in assets and $1,000,001 to $10 million in liabilities. Judge Peggy Hunt presides over the case. David P. Billings, Esq. at Fabian & Clendenin Dba Fabian Vancott represents the Debtor as counsel. NEW WAY MACHINE: Seeks to Hire Volpe and Koenig as IP Counsel ------------------------------------------------------------- New Way Machine Components, Inc. t/a New Way Air Bearings seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Volpe and Koenig, P.C. as intellectual property counsel. Volpe and Koenig will manage and maintain its Intellectual Property Portfolio including, but not limited to, preparing and prosecuting patents and trademarks worldwide. The firm's hourly rates are: Attorneys $225 to $525 Paralegals $165 Volpe and Koenig does not hold or represent any interest adverse to the Debtor or its estate with respect to the matter upon which is to be retained, according to court filings. The firm can be reached through: Wesley T. McMichael, Esq, Volpe and Koenig, P.C. 30 S 17th Street, 18th Floor Philadelphia, PA 19103-4005 Telephone: (215) 568-6400 About New Way Machine Components New Way Machine Components, Inc., a manufacturer of air bearings, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11362) on April 22, 2024. In the petition signed by Andrew J. Devitt, chairman, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. The Debtor tapped Aris J. Karalis, Esq., at Karalis, PC as counsel and Asterion, Inc. as financial advisor. NITRO FLUIDS: Seeks to Hire Epiq as Claims and Noticing Agent ------------------------------------------------------------- Nitro Fluids, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Epiq Corporate Restructuring, LLC as claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 case of the Debtor. The firm will be paid at these hourly rates: IT/Programming $65 - $90 Case Managers $85 - $165 Consultants/ Directors/Vice Presidents $170 - $190 Solicitation Consultant $190 Executive Vice President, Solicitation $195 Executives No Charge The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Hunt, a consulting director at Epiq Corporate Restructuring, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian Hunt Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Tel: (646) 282-2532 Email: bhunt@epiqglobal.com About Nitro Fluids, LLC Nitro Fluids, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. tex. Case No. 24-60018) on May 15, 2024, listing $50 million to $100 million in both assets and liabilities. The petition was signed by Brad Walker as chief restructuring officer. Judge Christopher M. Lopez presides over the case. Eric Thomas Haitz, Esq. at Bonds Ellis Eppich Schafer Jones LLP represents the Debtor as counsel. NITRO FLUIDS: 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 Nitro Fluids, LLC and its affiliates. The committee members are: 1. Proppant Express Solutions, LLC Attn: Robert Denzer 950 17th Street, Ste. 1350 Denver, CO 80202 Robert.denzer@libertyfrac.com 2. Cummins Welding, LLC Attn: Pandy Salinas P.O. Box 1078 Pleasanton, TX 78064 psalinas@cumminswelding.com 3. Williamson, Jaster & Company Attn: Brian Williamson 9731 Wortham Blvd, Ste. 101 Houston, TX 77065 brian@wjccpa.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 Nitro Fluids Nitro Fluids, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-60018) on May 15, 2024. In the petition signed by Brad Walker, chief restructuring officer, the Debtor disclosed up to $100 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. Joshua N. Eppich, Esq., at Bonds Ellis Eppich Schafer Jones LLP, represents the Debtor as legal counsel. NOVABAY PHARMACEUTICALS: Effects 1-for-35 Reverse Stock Split ------------------------------------------------------------- NovaBay Pharmaceuticals, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 30, 2024, it filed a certificate of amendment providing for an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio of 1-for-35. As provided in the Certificate of Amendment, the Certificate of Amendment and the Reverse Stock Split became effective at 4:15 p.m. Eastern Time on May 30, 2024. As previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 29, 2024, the Reverse Stock Split ratio and filing of the Certificate of Amendment were approved by the Company's Board of Directors on May 28, 2024 after having received the requisite stockholder approval at the Company's annual meeting of stockholders on May 28, 2024. As a result of the Reverse Stock Split, every 35 shares of the Company's issued and outstanding common stock was automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued in connection with the Reverse Stock Split. Instead, the Company issued an additional whole share to all holders who would otherwise receive a fractional share of common stock. Except for adjustments resulting from the treatment of fractional shares, each stockholder holds the same percentage of the Company's outstanding common stock immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split. The number of shares of Company common stock authorized by the Certificate of Incorporation, as amended by the Certificate of Amendment, will remain unchanged at 150,000,000 shares. The Company's common stock began trading on a Reverse Stock Split-adjusted basis on NYSE American at the market open on May 31, 2024. The trading symbol for the common stock will remain "NBY." The new CUSIP number for the common stock following the Reverse Stock Split is 66987P 409. About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- develops and sells scientifically created and clinically proven eyecare and skincare products. The Company's leading product, Avenova Antimicrobial Lid and Lash Solution, or Avenova Spray, is proven in laboratory testing to have broad antimicrobial properties as it removes foreign material including microorganisms and debris from the skin around the eye, including the eyelid. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has sustained operating losses for the majority of its corporate history and expects that its 2024 expenses will exceed its 2024 revenues, as the Company continues to invest in its commercialization efforts. Additionally, the Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company has determined that its planned operations raise substantial doubt about its ability to continue as a going concern. NV REIT: Artesian CPA Raises Going Concern Doubt ------------------------------------------------ NV REIT, LLC disclosed in a Form 1-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed substantial doubt about the Company's ability to continue as a going concern. Denver, Colo.-based Artesian CPA, LLC, the Company's auditor, issued a "going concern" qualification in its report dated May 26, 2024, citing that the Company had an accumulated deficit of $2,418,610 as of December 31, 2023 and incurred net losses of $213,769 and $43,121 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had $28,651 in cash and a working capital deficit of $239,313. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern in the next 12 months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Company will be successful in these efforts. A full-text copy of the Company's Form 1-K is available at https://bit.ly/4bEGa60 About NV REIT Phoenix, Ariz.-based NV REIT LLC engages in the business of acquiring interests in multifamily real estate assets in and around metropolitan areas. The Company's business and affairs are overseen by Neighborhood Ventures, Inc., a Delaware corporation. As of December 31, 2023, the Company had $4,261,107 in total assets, $3,043,968 in total liabilities, and total members' equity of $1,217,138. OVAINNOVATIONS LLC: Seeks to Hire Frost PLLC as Accountant ---------------------------------------------------------- OvaInnovations, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Frost, PLLC as its accountants. The firm will charge its standard rates ranging from $215 to $510 per hour for tax preparation services. 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: Robert A. Gunther Frost, PLLC 5510 Six Forks Rd., Ste. 130 Raleigh, NC 27609 Tel: (919) 782-8410 Fax: (919) 881-0892 About OvaInnovations, LLC OvaInnovations, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wisc. Case No. 24-10663) on April 8, 2024. In the petition signed by David Rettig, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Catherine J. Furay oversees the case. Kristin J. Sederholm, Esq., at Krekeler Law, SC, represents the Debtor as legal counsel. PANDORA MARKETING: Hires Schafer and Weiner PLLC as Lead Counsel ---------------------------------------------------------------- Pandora Marketing, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to employ Schafer and Weiner, PLLC as lead counsel. The firm's services include: a. counseling as to the functions and duties of a chapter 11 trustee; b. counseling, preparing, and filing necessary and appropriate applications, motions, draft orders, other pleadings, notices, schedules, and other documents in the Bankruptcy case; c. counseling, preparing, and filing responses to applications, motions, draft orders, other pleadings, notices, schedules, and other documents that are filed in the Bankruptcy Case; d. attending meetings and providing representation in negotiations with creditors and other parties in interest; e. counseling, commencing, and conducting possible litigation necessary or appropriate to assert rights, protect assets of the estate, or otherwise further the goals of restructuring; f. counseling and prosecuting possible actions to collect and recover property for the benefit of its estate; g. counseling and assisting in reviewing, estimating, and resolving any claims asserted against the estate; h. counseling and taking possible action as to executory contracts and unexpired lease assumptions, assignments, and rejections; i. counseling and taking possible action on tax matters; j. counseling and taking possible action in connection with potential sales of assets; k. counseling and assisting in efforts to prepare, solicit, confirm, and consummate a chapter 11 plan; and l. performing all other necessary legal services in connection with the Bankruptcy Case. The firm will be paid at these rates: Daniel J. Weiner $615 per hour Howard Borin $465 per hour Joseph K. Grekin $465 per hour Leon Mayer $340 per hour Kim Hillary $405 per hour John J. Stockdale, Jr $450 per hour Jeff Sattler $375 per hour Brandi M. Dobbs $305 per hour Albert Chang $225 per hour Legal Assistant $175 per hour Michael E. Baum $615 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph K. Grekin, Esq., a partner at Schafer and Weiner, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph K. Grekin, Esq. Schafer and Weiner, PLLC 40950 Woodward Ave., Ste. 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 About Pandora Marketing, LLC Pandora Marketing, LLC is a marketing agency in Aliso Viejo, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20022) on Jan. 31, 2024, with $7,341,452 in assets and $7,977,506 in liabilities. William Wilson, chairman of the board of directors, signed the petition. Judge Cathleen D. Parker oversees the case. Seth Shumaker, Esq., at Seth Shumaker, Attorney at Law, is the Debtor's bankruptcy counsel. PANDORA MARKETING: Trustee Hires Cohen & Cohen as Local Counsel --------------------------------------------------------------- Charles Hoebeke, the Trustee for Pandora Marketing, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to employ Cohen & Cohen P.C. as local counsel. The firm's services include: a. counseling as to the functions and duties of a chapter 11 trustee; b. counseling, preparing, and filing necessary and appropriate applications, motions, draft orders, other pleadings, notices, schedules, and other documents in the Bankruptcy case; c. counseling, preparing, and filing responses to applications, motions, draft orders, other pleadings, notices, schedules, and other documents that are filed in the Bankruptcy Case; d. attending meetings and providing representation in negotiations with creditors and other parties in interest; e. counseling, commencing, and conducting possible litigation necessary or appropriate to assert rights, protect assets of the estate, or otherwise further the goals of restructuring; f. counseling and prosecuting possible actions to collect and recover property for the benefit of its estate; g. counseling and assisting in reviewing, estimating, and resolving any claims asserted against the estate; h. counseling and taking possible action as to executory contracts and unexpired lease assumptions, assignments, and rejections; i. counseling and taking possible action on tax matters; j. counseling and taking possible action in connection with potential sales of assets; k. counseling and assisting in efforts to prepare, solicit, confirm, and consummate a chapter 11 plan; and l. performing all other necessary legal services in connection with the Bankruptcy Case. The firm will be paid at these rates: Robertson Cohen $420 per hour Gary Brown $320 per hour Paralegals $150 per hour Legal Assistants $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robertson B. Cohen, Esq. a partner at Cohen & Cohen P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robertson B. Cohen, Esq. Cohen & Cohen P.C. 1621 Central Ave. Cheyenne, WY 82001 Tel: (307) 316-5660 About Pandora Marketing, LLC Pandora Marketing, LLC is a marketing agency in Aliso Viejo, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20022) on Jan. 31, 2024, with $7,341,452 in assets and $7,977,506 in liabilities. William Wilson, chairman of the board of directors, signed the petition. Judge Cathleen D. Parker oversees the case. Seth Shumaker, Esq., at Seth Shumaker, Attorney at Law, is the Debtor's bankruptcy counsel. PANDORA MARKETING: Trustee Taps Receivership as Financial Advisor ----------------------------------------------------------------- Pandora Marketing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to employ Schafer and Weiner, PLLC to employ Receivership Services, LLC as financial advisor. The firm's services include: a. preparing financial statements, budgets, projections, tax returns, and other financial reporting; b. developing a plan of reorganization, sale process, or other process; c. conducting forensic accounting and asset tracing; and d. performing other such tasks as are reasonable and necessary as agreed upon by both Rehmann and the Trustee. The firm will be paid at these rates: Mitchell J. Hall $350 per hour Chantal Eikey $350 per hour Charles E. Story $450 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Rehmann Turnaround, a partner at Receivership Services, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Rehmann Turnaround Receivership Services, LLC 1500 W. Big Beaver Rd Troy, MI 48084 Tel: (248) 952-5000 Fax: (248) 952-5750 About Pandora Marketing, LLC Pandora Marketing, LLC is a marketing agency in Aliso Viejo, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20022) on Jan. 31, 2024, with $7,341,452 in assets and $7,977,506 in liabilities. William Wilson, chairman of the board of directors, signed the petition. Judge Cathleen D. Parker oversees the case. Seth Shumaker, Esq., at Seth Shumaker, Attorney at Law, is the Debtor's bankruptcy counsel. PARKER ESTATES: Hires Gellert Seitz Busenkell as Counsel -------------------------------------------------------- Parker Estates LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Gellert Seitz Busenkell & Brown, LLC as counsel. The firm's services include: a. providing the Debtors with advice and preparing all necessary documents regarding debt restructuring, bankruptcy, and asset dispositions; b. taking all necessary actions to protect and preserve the Debtors' estates during the pendency of the chapter 11 case, including responding to motions filed against the Debtors and objecting to certain claims filed against the estate; c. preparing on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the chapter 11 case; d. counseling the Debtors with regard to its rights and obligations as debtors in possession; e. appearing in Court and to protect the interests of the Debtors before the Court; and f. performing all other legal services for the Debtors which may be necessary and proper in this proceeding. The firm will be paid at these rates: Ronald S. Gellert $525 per hour Holly S. Miller $425 per hour Associates $370 per hour Paraprofessionals $105 to $225 per hour The firm received from the Debtor a retainer of $14,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Holly S. Miller, Esq., a partner at Gellert Seitz Busenkell & Brown, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Holly S. Miller, Esq. Gellert Seitz Busenkell & Brown, LLC 901 Market Street, Suite 3020, 3rd Floor Philadelphia, PA 19107 Tel: (302) 425-5800 Email: rgellert@gsbblaw.com About Parker Estates LLC Parker Estates LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 24-11539) on May 6, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by GELLERT, SEITZ, BUSENKELL & BROWN, LLC. PLAYPOWER HOLDINGS: S&P Affirms 'CCC+' Issuer Credit Rating ----------------------------------------------------------- S&P Global Ratings affirmed all ratings, including its 'CCC+' issuer credit rating on recreational equipment manufacturer PlayPower Holdings Inc. S&P said, "We continue to assess PlayPower's liquidity as less than adequate and will reassess its liquidity after it addresses its current debt maturities and generates consistent cash flow. "The stable outlook reflects our expectation that the company will continue to improve its operations and enhance its liquidity over the next 12 months. "PlayPower improved its liquidity position in the first half of 2024, though its working capital fluctuations and debt maturities remain a concern and continue to constrain our rating. As the company continues to recover following manufacturing disruptions, it remains focused on improving its liquidity. PlayPower's liquidity has been strained by working capital fluctuations and the need to address its near-term debt maturities. The company recently extended the maturity of its revolving credit facility (RCF) by one year to May 2025. In conjunction with the extension, management issued incremental debt to repay its outstanding borrowings under the revolver and downsized the facility's commitment to $20 million from $45 million. "We believe the extension will provide PlayPower with headroom to stabilize its liquidity position prior to maturity of its debt due in 2026. Furthermore, we expect that the company's working capital will normalize through the remainder of 2024, enabling it to generate positive cash flow and maintain adequate liquidity. "We expect PlayPower will improve its credit measures through the remainder of 2024.Under our base-case scenario, we assume the company generates modest cash flow during 2024 as it continues to complete deliveries and addresses its working capital situation. Therefore, we expect PlayPower will strengthen its credit metrics as improves its EBITDA, leading us to forecast leverage of 5.7x and EBITDA interest coverage of 1.7x for fiscal year 2024. However, we note that there it a material level of uncertainty in our forecast because the company's ability to sustainably run its operations in an efficient manner while managing its working capital needs will be key to improving its cash flow generation and credit metrics. "We expect the company's recovery will be aided by robust demand for outdoor recreation products, favorable funding dynamics, and its sizeable backlog, which provides it with some revenue visibility.The demand for outdoor recreation products has remained robust following the COVID-19 pandemic. We expect this demand will remain strong over the near term as PlayPower improves its lead times and benefits from favorable federal funding initiatives. In addition, the company has a sizeable backlog, which we believe provides it with some revenue visibility. "The stable outlook reflects that, while we expect PlayPower will strengthen its operations and generate positive cash flow in the next 12 months, we anticipate its liquidity will continue to be pressured by its upcoming debt maturities, including its RCF due 2025 and term loan due 2026. "We could lower our rating on PlayPower if we believe its liquidity has deteriorated such that it will likely pursue a bankruptcy, restructuring, or distressed exchange over the next 12 months. We could also lower our rating if operational missteps or working capital challenges materially pressure the company's liquidity. "We could raise our rating on PlayPower if it generates sustainable positive cash flow after incorporating the fluctuations in its working capital. In addition, we would expect the company to address its upcoming maturities, including its RCF due 2025, before raising our rating." PRECISIONOMICS LLC: Taps Bulie Diaz Law Office as Legal Counsel --------------------------------------------------------------- Precisionomics, LLC seeks approval from the U.S. Bankruptcy Court for the District of North Dakota to hire Bulie Diaz Law Office to handle the Chapter 11 proceedings. The firm's hourly rates are as follows: Sara E. Diaz, Esq. $300 per hour Paralegals $100 per hour The firm received a retainer in the amount of $30,000. Sara Diaz, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sara E. Diaz, Esq. Bulie Diaz Law Office 3523 45th Street South, Suite 102 Fargo, ND 58104 Telephone: (701) 298-8748 Email: sara@bulielaw.com About Precisionomics, LLC Precisionomics, LLC offers support activities for crop production. Precisionomics, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. N.D. Case No. 24-30203) on May 17, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Chad D. Hove as president. PYNQ LOGISTICS: Seeks Chapter 7 Bankruptcy Liquidation ------------------------------------------------------ Clarissa Hawes of FreightWaves reports that a California company, which once contracted with FedEx Ground to deliver packages before filing suit against the global delivery giant (NYSE: FDX) in November over alleged illegal business practices, has filed for bankruptcy liquidation. PYNQ Logistics Services Inc., doing business as PLS Inc. of Pleasanton, California, filed its petition Wednesday, May 22, 2024, in the U.S. Bankruptcy Court for the Northern District of California. In its petition, PYNQ lists its assets of up to $50,000 and its liabilities of up to $10 million. The company, which has up to 49 creditors, maintains that no funds will be available for distribution to unsecured creditors after administrative fees are paid. The largest creditors with secured claims listed in the petition are Byline Bank of Washington, DC, owed more than $460,000, and Magarino Enterprises Inc. of Crescent City, California, owed over $385,000. The petition, which lists Tara Wright as president, states that Byline Bank repossessed four of PYNQ's delivery trucks in March. The largest unsecured creditors include Wayne and Tara Wright of Pleasanton, owed more than $213,000; Possinger Law Group of Woodinville, Washington, owed nearly $67,000 for legal services; and Nick Barbieri Trucking of Ukiah, California, owed over $21,000. According to PYNQ's financials, the company did not operate in 2024. Its petition states the former FedEx Ground contractor made nearly $527,000 in 2023 and over $1.6 million in 2022. FedEx Ground litigation According to court documents, PYNQ sued FedEx Ground, alleging the unit violated the Racketeer Influenced and Corrupt Organizations Act (RICO) by fraudulently inducing the company to enter into a contract with the understanding that it would be independent but was instead subject to controls that required it to function like an employee. Former airline pilot Tara Wright founded PYNQ in 2021. She invested nearly $1.13 million to become an Independent Service Provider (ISP) and bought two FedEx Ground delivery routes on the California-Oregon border. However, in May 2023, after several attempts by PYNQ to renegotiate its contracts, the suit alleges FedEx Ground sent termination letters to PYNQ regarding its contracts and claims the delivery giant sold one of its contracts -- the Eureka route -- without PYNQ's consent and also failed to compensate the contractor. The suit also alleges there was no time to sell the second contract -- the Brookings route -- which was not profitable without the Eureka contract. Court filings allege that on May 17, 2023, the last day of the contract, the new ISP for FedEx Ground had started recruiting PYNQ's drivers without Wright's knowledge and before she was able to notify them about the contract terminations. Approximately 7,000 contracted small businesses operate in FedEx Ground's network. A creditors meeting has been scheduled for June 25, 2024. About PYNQ Logistics Services PYNQ Logistics Services Inc., doing business as PLS Inc., is a former FedEx ground contractor. PYNQ Logistics Services Inc. sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-40754) on May 22, 2024. In its petition, the Debtor reports assets of up to $50,000 and its liabilities of up to $10 million. The Law Offices Of Trang Do serve as the Debtor's counsel. RED LOBSTER: Closes About 100 Restaurants Nationwide ---------------------------------------------------- David Rees of NBC4.com reports that Red Lobster is closing nearly 100 restaurants across the U.S. after filing for bankruptcy earlier this week, citing $1 billion in debt and the restaurant's "endless shrimp" deal that yielded an $11 million loss. The Orlando, Florida-based seafood chain announced Sunday the company filed for Chapter 11 bankruptcy protection and has since listed 99 stores online as "temporarily closed." The closures span 28 states including California, Florida, Indiana, Michigan, New York and South Carolina, with kitchen equipment from more than 50 of those locations up for auction. "This restructuring is the best path forward for Red Lobster," CEO Jonathan Tibus told the Associated Press. "It allows us to address several financial and operational challenges and emerge stronger and re-focused on our growth." Red Lobster's website still lists 38 Ohio locations as open, including the following six Columbus area restaurants: * 6091 Sawmill Road, Dublin * 1270 Polaris Parkway, Columbus * 1520 Georgesville Road, Columbus * 2147 S. Hamilton Road, Columbus * 1515 River Valley Circle North, Lancaster * 909 Hebron Road, Heath In the bankruptcy filing, Red Lobster said it has less than $30 million in cash and currently holds an estimated $1 billion to $10 billion in liabilities to more than 100,000 creditors. As part of the filing, Red Lobster entered into a "stalking horse" agreement, meaning it plans to sell its business to another company formed and controlled by its lenders. Subtracting the 99 set for closure, Red Lobster operates more than 540 restaurants across the U.S. Texas is home to the most locations, with 45 currently open and nine closing. Florida is in second with 41 open restaurants and 17 closing, while Ohio is third with its 38. Rounding out the top five, Pennsylvania is fourth with 32 and California is fifth with 31 open and eight closing. Red Lobster has spent $190.5 million so far this year operating all of these locations, including more than $64 million dedicated to "underperforming locations," the filing said. The seafood chain also noted its annual guest count has decreased 30% since 2019, with net sales showing "material decline" through the past year, including a $76 million loss in 2023. A key turning point was the chain's "endless shrimp" deal last year, which allowed patrons to pay $20 for unlimited shrimp and was meant to only be a limited-time promotion. A decision to add the special as a permanent menu item ended up costing the company $11 million. Founded in 1968, the chain has also expanded to nearly 30 locations in Canada and 27 other international restaurants. As of this week, the company's U.S. workforce consists of 34,000 employees. About Red Lobster Seafood Co. Red Lobster Management, LLC, owns and operates 705 Red Lobster seafood restaurants throughout North America. Red Lobster generates about $2.4 billion of annual revenue. Red Lobster is owned by private equity firm Golden Gate Capital. On the Web: http://www.redlobster.com/ Red Lobster Management and its affiliates sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case NO. 24-02486) on May 19, 2024. As part of these filings, Red Lobster has entered into a stalking horse purchase agreement pursuant to which Red Lobster will sell its business to an entity formed and controlled by its existing term lenders. King & Spalding LLP is lead counsel to the Debtors; Berger Singerman LLP serves as local counsel; and Blake, Cassel & Graydon, LLC represents the Canadian applicants. Alvarez & Marsal North America, LLC is serving as financial advisor and providing corporate leadership as Chief Executive and Chief Restructuring Officers. Jonathan Tibus, a Managing Director at Alvarez & Marsal, serves as the debtors' CEO. Hilco Corporate Finance is serving as M&A advisor to Red Lobster. Keen-Summit is serving as real estate advisor. RESIDENTIAL ADVERSITIES: Hires Fallon Law as Bankruptcy Counsel --------------------------------------------------------------- Residential Adversities, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Fallon Law PC to handle the Chapter 11 proceedings. Fallon Law will be billed at its customary hourly rates. As disclosed in the court filings, Fallon is to be engaged and is "disinterested" within the meaning of sections 101(14), 327(a), and 1107(b) of the Bankruptcy Code. The firm can be reached through: Brad Fallon, Esq. Fallon Law PC 1201 W. Peachtree St. NW, Suite 2625 Atlanta, GA 30309 Telephone: (404) 849-2199 Facsimile: (470) 994-0579 Email: brad@fallonbusinesslaw.com About Residential Adversities Residential Adversities, LLC is primarily engaged in leasing buildings, dwellings, or other real estate property to others. The Debtor owns three properties, all located in Georgia, having a total appraised value of $2.95 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54366) on April 30, 2024, with $2,980,000 in assets and $1,182,056 in liabilities. Lacey Murry-Bullock, member, signed the petition. Brad Fallon, Esq., at Fallon Law, PC represents the Debtor as bankruptcy counsel. RITE AID CORP: Nears Post-Bankruptcy Funding Deal ------------------------------------------------- Dietrich Knauth of Reuters reports that pharmacy chain Rite Aid is close to reaching a deal on a post-bankruptcy financing package, with a group of lenders preparing to provide interim financing while the company remains in Chapter 11, attorneys said Friday. Rite Aid received court approval in late March to begin voting on a bankruptcy plan that would eliminate $2 billion in debt and hand over the company's equity to a group of lenders including investment funds Brigade Capital and HG Vora. But Rite Aid has struggled to finalize some of the deal's details, delaying its planned exit from bankruptcy by over a month. Rite Aid is now close to a final deal with its lenders and expects to seek court approval of its bankruptcy restructuring in late June, Rite Aid attorney Aparna Yenamandra said at a Friday hearing in bankruptcy court in Trenton, New Jersey. Yenamandra acknowledged creditors' frustration with the delay, but she said that the exit financing was an "existential issue" that needed to be resolved before anything else. "The objections are irrelevant if I can't deliver a reorganization," Yenamandra told U.S. Bankruptcy Judge Michael Kaplan. Rite Aid filed for bankruptcy in October 2023, seeking to address its high debt, close underperforming retail locations, and resolve lawsuits by state and local governments alleging it helped fuel the deadly U.S. opioid abuse epidemic. The lender group that would take ownership of Rite Aid post-bankruptcy plans to invest additional funds while it remains in Chapter 11, while continuing to negotiate details about the company's exit financing package, Yenamandra said. Some of the open issues include financing fees, compensation for Rite Aid's chief executive officer, and how the exit financing will be divided among lenders. Rite Aid has proposed paying $47.5 million to its lowest-ranking creditors, but it has not yet determined how much of that amount would go toward settling the opioid lawsuits. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C., as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructuring Administration as claims and noticing agent. RNF FIRE: Seeks to Hire YK Law LLP as Bankruptcy Counsel -------------------------------------------------------- RNF Fire Protection and Plumbing, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire YK Law, LLP as its attorney. The firm will render these services: a. advise and assist Debtor with respect to compliance with the requirements of the United States Trustee; b. advise Debtor regarding matters of bankruptcy law, including the rights and remedies of Debtor in regards to its assets and with respect to the claims of creditors; c. represent Debtor in any proceedings or hearings in the Bankruptcy Court and in any action in any other court where Debtor's rights under the Bankruptcy Code may be litigated or affected; d. conduct examination of witnesses, claimants, or adverse parties and prepare and assist in the preparation of reports, accounts, and pleadings related to the Chapter 11 case; e. advise Debtor concerning the requirements of the Bankruptcy Court and applicable rules as the same affect Debtor in this proceeding; f. assist Debtor in negotiation, formulation, confirmation, and implementation of a Chapter 11 plan of reorganization; g. make ant bankruptcy court appearances on behalf of Debtor; h. take such other action and perform such other services as Debtor may require of its general counsel in connection with Chapter 11 case; and i. perform all of the legal services for Debtor as Debtor-in-Possession which may be necessary. The firm's services are billed at $500 per hour for partners, $350 for associates, and $100 for paraprofessional staff. YK Law has received a pre-petition retainer of $35,000 including the filing fee in the amount of $1,738. As disclosed in the court filings, YK Law is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). The firm can be reached through: Vahe Khojayan, Esq. YK Law, LLP 445 S. Figueroa Street, Ste 2280 Los Angeles, CA 90071 Telephone: (213) 893-8909 Facsimile: (213) 433-3321 Email: vkhojayan@yklaw.us About RNF Fire Protection and Plumbing, Inc. RNF Fire Protection and Plumbing, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-13909) on May 17, 2024, listing $2,318,973 in assets and $7,265,538 in liabilities. The petition was signed by Hayk Sukazi as chief executive officer. Vahe Khojayan, Esq. at YK LAW, LLP represents the Debtor as counsel. ROMAN CATHOLIC: Hires Keller Benvenutti Kim LLP as Local Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Roman Catholic Bishop of Sacramento seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Keller Benvenutti Kim LLP as local counsel. The firm's services include: a. providing legal advice to the Committee with respect to its duties and powers in this Chapter 11 Case; b. consulting with the Committee and the Debtor concerning administration of this Chapter 11 Case; c. assisting the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, sales under section 363 of the Bankruptcy Code, litigation relating to any of the foregoing, and any other matter relevant to this Chapter 11 Case; d. assisting the Committee in evaluating claims against the estate, including analysis of and possible objections to the validity, priority, amount, subordination, or avoidance of claims and/or transfers of property in consideration of such claims; e. assisting the Committee in participating in the formulation and confirmation of a chapter 11 plan, including the Committee's communications with unsecured creditors concerning such plan; Assisting the Committee with any effort to request the appointment of a trustee or examiner; f. advising and representing the Committee in connection with matters generally arising in this Chapter 11 Case, including the obtaining of credit, the sale of assets, and the rejection or assumption of executory contracts and unexpired leases; g. appearing before this Court, any other federal court, state court or appellate court; h. providing traditional services of local co-counsel including, without limitation: monitoring the docket for filings and coordinating with lead counsel in matters that need response; preparing certifications of counsel, and notices of fee applications and hearings; and preparing documents and pleadings for hearings; and i. performing such other legal services as may be required and which are in the interests of the unsecured creditors or otherwise directed by the Committee. The firm will be paid at these rates: Tobias S. Keller (Partner) $1,000 per hour David A. Taylor (Partner) $800 per hour Gabrielle L. Albert (Associate) $650 per hour Colin Mitsuoka (Paralegal Trainee) $200 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm also provided following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Committee has reviewed the firm's proposed hourly billing rates and staffing plan. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments in the Chapter 11 case. Tobias S. Keller, a partner at Keller Benvenutti Kim LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tobias S. Keller, Esq. David A. Taylor, Esq. Gabrielle L. Albert, Esq. Keller Benvenutti Kim LLP 425 Market Street, 26th Floor San Francisco, CA 94105 Tel: (415) 496-6723 Fax: (650) 636-9251 Email: tkeller@kbkllp.com dtaylor@kbkllp.com galbert@ kbkllp.com About Roman Catholic Bishop of Sacramento The Roman Catholic Bishop of Sacramento, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 24-21326) on April 1, 2024. The Debtor hires Paul J. Pascuzzi, Esq., as counsel. Keller Benvenutti Kim LLP as local counsel. SAM ASH: A&G Real Estate Plans to Market 27 Store Leases -------------------------------------------------------- A&G Real Estate Partners on May 29 announced plans to market 27 store leases in 12 states on behalf of Sam Ash Music Corp., the century-old American music retailer, pending court approval. "Sam Ash became a beloved institution among generations of customers," said Emilio Amendola, Co-President of New York-based A&G. "Along the way, the company took incredible real estate in high-visibility, high-traffic locations all over the country. Especially given today's high construction costs, interest rates and occupancies, these leases represent an extraordinary opportunity for expanding retailers." A&G is offering the store leases in connection with Sam Ash's financial restructuring. The iconic music retailer, which filed for Chapter 11 bankruptcy protection on May 8, 2024 in the U.S. Bankruptcy Court for the District of New Jersey, is closing all remaining U.S. stores while entertaining offers from potential buyers. "Sam Ash has one of the best-known and most iconic brands in music retailing, with an impressive online presence," Amendola noted. The average size of the leases on offer is 25,467 square feet. They range from a pocket store of just 6,000 square feet to a 44,000-square-foot, large-format box. Lease expirations and options vary; some stores boast 12 or 15 years of remaining term, and five-year renewal options are common across the portfolio, noted Todd Eyler, an A&G Senior Managing Director. "In terms of store size, these locations are ideal for a broad array of U.S. retailers," Eyler said. "They're an especially great fit for today's fast-expanding fitness and workout-recovery franchises, family entertainment concepts, and traffic-driving, discount 'treasure hunt' retailers. We anticipate robust interest in these leases." With multiple Sam Ash locations in some cities, the 27 stores are in: -- Arizona (Phoenix) -- California (Ontario, San Diego, Torrance, Westminster) -- Florida (Margate, Miami, Orlando, Sarasota, Tampa) -- Indiana (Indianapolis) -- Nevada (Las Vegas) -- New Jersey (Cherry Hill, Springfield) -- New York (Brooklyn, Carle Place, White Plains) -- North Carolina (Charlotte, Raleigh) -- Ohio (Lyndhurst) -- Tennessee (Madison) -- Texas (Dallas, Houston, San Antonio) -- Virginia (Richmond) Immigrant violinist Sam Ash and his wife Rose launched the first store in Brooklyn in 1924. Their sons, Jerry Ash and Paul Ash, veterans of WWII and Korea, respectively, began the growth of the business that continued over subsequent generations. Over the decades, the company grew and evolved with American and music-industry history, including the Great Depression, World War II, the rise of Rock n' Roll and Hip Hop, the Great Financial Crisis and the shift into the Internet age. Along the way, Sam Ash earned a national reputation for high-touch service and its customer-friendly "Come and Play(R)" ethos. Four generations of the family, most recently Sam and Rose's great-grandchildren, have played an active role in the iconic business. About Sam Ash Music Corp. Sam Ash Music Corporation operates a chain of musical instrument retail stores. The Company offers guitars, basses, band and orchestra, drums, keyboards, live sound, recording gear, dj and lighting. Sam Ash Music serves customers throughout the United States. Sam Ash Music Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-14727) on May 9, 2024. In the petition filed by Jordan Meyers, as chief restructuring officer, the Debtor said estimated assets are between $100 million and $500 million and estimated liabilities are between $100 million and $500 million. The Honorable Bankruptcy Judge Stacey L. Meisel oversees the case. The Debtors tapped Cole Schotz P.C. as counsel; SierraConstellation Partners LLC as financial advisor; and Capstone Capital Markets, LLC as investment banker. SAMSARA LUGGAGE: Financial Strain Raises Going Concern Doubt ------------------------------------------------------------ Samsara Luggage, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 30, 2024, that substantial doubt exists about its ability to continue as a going concern. For the three months ended March 31, 2024, the Company realized a net loss of $993,000 as compared to a net loss of $238,000 for the three months ended March 31, 2023. As of March 31, 2024, the Company had $157,000 of cash, total current assets of $3,209,000 and total current liabilities of $5,407,000 creating a working capital deficit of $2,198,000. As of December 31, 2023, the Company had $12,000 of cash, total current assets of $12,000, and total current liabilities of 2,064,000, creating a working capital deficit of $2,052,000. The working capital deficit was mainly attributable to a change in business direction and legacy receivables from subsidiaries transferred from ILUS to SAML with the acquisition of the subsidiaries collectively called Emergency Response Technologies and the conversion of notes. Net cash used in operating activities was $230,000 for the three months ended March 31, 2024, as compared to cash used in operating activities of $95,000 for the three months ended March 31, 2023. The Company's primary uses of cash have been for general and administrative expenses and other working capital purposes. Net cash used in investing activities was $9,523,000 for the three months ended March 31, 2024, as compared to cash used in investing activities of $0 for the three months ended March 31, 2023. The Company's primary uses of cash have been for acquisition of a subsidiary collectively known as Emergency Response Technologies. "We have principally financed our operations through the sale of our common stock and the issuance of debt. Due to our operational losses, we relied to a large extent on financing our cash flow requirements through the issuance of common stock and debt. There can be no assurance we will be successful in raising the necessary funds to execute our business plan," the Company explained. "Although we anticipate that our current operations will provide us with cash resources, we believe existing cash will not be sufficient to fund planned operations and projects through the next 12 months. Therefore, we believe we will need to increase our sales, attain profitability, and raise additional funds to finance our future operations. Any meaningful equity or debt financing will likely result in significant dilution to our existing stockholders. There is no assurance that additional funds will be available on terms acceptable to us, or at all," the Company said. "To address these risks, we must, among other things, implement and successfully execute our business and marketing strategy surrounding our products, continually develop and upgrade our website, respond to competitive developments, lower our financing costs, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations." A full-text copy of the Company's Form 10-Q is available at https://bit.ly/3Krp5R7 About Samsara Luggage New York, N.Y.-based Samsara Luggage, Inc. creates luggage products. The Company offers cabin, travel, laptop, and mobile desk bags of various types of materials. As of March 31, 2024, the Company has $12,729,000 in total assets, $6,270,000 in total liabilities, and total stockholders' equity of $6,459,000. SCHOFFSTALL FARM: Taps Cunningham Chernicoff as Bankruptcy Counsel ------------------------------------------------------------------ Schoffstall Farm, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Cunningham, Chernicoff & Warshawsky, P.C. as its counsel. The firm will render these services: a. give the Debtor legal advice regarding its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; b. prepare and file on behalf of the Debtor, as Debtor-in-Possession, the original Petition and Schedules, and all necessary applications, complaints, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor, as Debtor-in-Possession, which may be necessary. The firm will be paid at these hourly rates: Robert E. Chernicoff $450 Partners $400 to $450 Associate Attorneys $225 to $350 Paralegals $100 to $150 In the 90-day period prior to the filing of this petition, the Debtor paid the sum of $6,936, plus the Chapter 11 filing fee of $1,738. Robert Chernicoff, Esq., a shareholder at Cunningham, Chernicoff & Warshawsky, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert E. Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C. 2320 North Second Street P. O. Box 60457 Harrisburg, PA 17106-0457 Phone: (717) 238-6570 About Schoffstall Farm, LLC Schoffstall Farm, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-01219) 0n May 14, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Martin L. Schoffstall as president. Judge Henry W. Van Eck presides over the case. Robert E. Chernicoff, Esq. at Cunningham, Chernicoff & Warshawsky, P.C. represents the Debtor as counsel. SCHOFFSTALL FARMS: Spring Gate Hits Chapter 11 Bankruptcy --------------------------------------------------------- Sue Gleiter of Patriot News reports that Spring Gate, a popular venue and producer of wine, beer and distilled spirits in the Harrisburg region, has filed for Chapter 11 bankruptcy. Owner Schoffstall Farms, LLC, filed for bankruptcy reorganization on May 14, 2024 in U.S. Bankruptcy Court Middle District of Pennsylvania. On its Facebook page, Spring Gate thanked supporters and stated it remains open for business. "Spring Gate has filed for financial reorganization which entails a sale," the message said. "This is a necessary action for an orderly transition to what we believe will be a better future." Owner Marty Schoffstall could not be reached for comment. No details about a sale have been announced. The more than 10-year-old operation opened in 2014 on a 60-acre farm in Lower Paxton Township as a vineyard. It rapidly grew over the years to include a brewery and distillery and the venue is known for events such as live music, themed festivals and food trucks. Over the years the Spring Gate brand expanded to include Spring Gate Winery and Beer Garden at Arcona Crossing in Lower Allen Township, Chef Tony's Bistro in Linglestown and a stand at the West Shore Farmers Market in Lemoyne. Spring Gate produces a wide mix of products, including sweet to dry wine, cider and beer, in addition to slushies and fruit-infused sparkling wines. Its beer and wines are sold on its properties and distributed to grocery stores, convenience stores, beer distributors and Pennsylvania Liquor Control Board-operated stores. "We ask for you to continue to visit us, bringing friends and family, and enjoying our products and unique gathering places which will help support us during this transition," reads the Facebook post. About Schoffstall Farm Schoffstall Farm LLC, doing business as Spring Gate Winery, a popular venue and producer of wine, beer and distilled spirits in the Harrisburg region. Schoffstall Farm LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Penn Case No. 24-01219) on May 1, 2024. In the petition filed by Martin L. Schoffstall, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Henry W. Van Eck oversees the case. The Debtor is represented by: Robert E. Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY PC 2320 N. Second St. Harrisburg, PA 17110 Tel: (717) 238-6570 Email: rec@cclawpc.com SCILEX HOLDING: Sends Letter to SEC & FINRA on Stock Manipulation ----------------------------------------------------------------- Scilex Holding Company sends a letter to both the U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority regarding illegal market manipulation of the common stock of Scilex. According to the Company, the practice of manipulative or abusive "naked short" selling or maintaining "naked short" positions may constitute a violation of SEC Regulation SHO. Scilex Management is determined to combat manipulative and illegal short selling of Scilex common stock which has the effect of reducing shareholder value and infringing on shareholders' rights. About Scilex Holding Headquartered in Palo Alto, CA, Scilex Holding Company is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and are dedicated to advancing and improving patient outcomes. Scilex's commercial products include: (i) ZTlido (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults, expected to launch in the first half of 2024. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 11, 2024, citing that the Company has negative working capital, has suffered losses from operations, has recurring negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SENECA MANAGEMENT: Trustee Taps Joseph A. Broderick as Accountant ----------------------------------------------------------------- Lori Lapin Jones, Esq., Chapter 11 Trustee of Seneca Management Corp., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Joseph A. Broderick, P.C. as her accountants. The firm will render these services: a. review documents provided by the Debtor to the Trustee for potential causes of action on behalf of the estate, including for preferential transfers and fraudulent conveyances; b. assist the Trustee in investigating the disposition of funds prior and subsequent to the Filing Date; c. prepare monthly operating reports; d. prepare tax projections; e. prepare appropriate tax returns, if necessary; f. prepare appropriate requests for the determination pursuant to Section 505(b) of the Bankruptcy Code; and g. assist with such other matters as the Trustee or her counsel may request from time to time. The firm will be paid at these rates: Partners $400 per hour Seniors $225 per hour Staff $115 per hour Joseph Broderick is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to a court filing. The firm can be reached through: Joseph A. Broderick, CPA Joseph A. Broderick, P.C. 734 Walt Whitman Rd. Melville, NY 11747 Telephone: (631) 462-1779 About Seneca Management Seneca Management Corp. filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 24-40631) on February 12, 2024, listing under $1 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Law Offices of Michael L. Walker, Esq., PLLC represents the Debtor as legal counsel. SOLIGENIX INC: Will Effect 1-for-16 Reverse Common Stock Split -------------------------------------------------------------- Soligenix, Inc., announced that it intends to effect a reverse stock split of its common stock at a ratio of 1 post-split share for every 16 pre-split shares. The reverse stock split will become effective at 4:00 p.m. on Wednesday, June 5, 2024. Soligenix's common stock will continue to be traded on The Nasdaq Capital Market under the symbol SNGX and will begin trading on a split-adjusted basis when the market opens on Thursday, June 6, 2024. The new CUSIP number for the Company's common stock following the reverse stock split will be 834224 604. At the 2024 Annual Meeting of Stockholders initially convened on May 23, 2024 and reconvened on May 30, 2024, Soligenix's stockholders granted the Company's Board of Directors the discretion to effect a reverse stock split of Soligenix's common stock through an amendment to its Second Amended and Restated Certificate of Incorporation at a ratio of not less than 1-for-2 and not more than 1-for-20, with such ratio to be determined by the Company's Board of Directors. At the effective time of the reverse stock split, every 16 shares of Soligenix's issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-16 reverse stock split. It is not necessary for stockholders holding shares of the Company's common stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional share of a stockholder resulting from the reverse stock split will be rounded up to the nearest whole number of shares. The reverse stock split will reduce the number of shares of Soligenix's common stock outstanding from 15,799,837 shares to approximately 987,490 shares, subject to adjustment for the rounding up of fractional shares. Proportional adjustments will be made to the number of shares of Soligenix's common stock issuable upon exercise or conversion of Soligenix's equity awards and warrants, as well as the applicable exercise price. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company's transfer agent, Equiniti Trust Company, LLC, toll-free at (877) 248-6417 or at (718) 921-8317. About Soligenix Headquartered in Princeton, NJ, Soligenix, Inc. -- http://www.soligenix.com-- is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. The Company maintains two active business segments: Specialized BioTherapeutics and Public Health Solutions. Tampa, Florida-based Cherry Bekaert LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. SOUTH HILLS: Seeks to Hire Omni Agent Solutions as Claims Agent --------------------------------------------------------------- South Hills Operations, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Omni Agent Solutions, Inc. as its claims, noticing, and solicitation agent. Omni Agent will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 case of Dorchester Resources. The firm will also provide bankruptcy administrative services. Prior to the Petition Date, the Debtors paid a retainer to the Omni in the amount of $30,000. Paul Deutch, the executive vice president of Omni, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul H. Deutch, Esq. Omni Agent Solutions, Inc. 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Telephone: (212) 302-3580 Facsimile: (212) 302-3820 Email: paul.web@OmniAgnt.com About South Hills Operations South Hills Operations, LLC operates 13 skilled nursing facilities in Pennsylvania. While all the Debtors do not have identical ownership, there is substantial common ownership among the various Debtor entities, and they are affiliates of one another. South Hills Operations, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-21217) on May 17, 2024, listing $1,000,001 to $10 million in assets and $10,000,001 to $50 million in liabilities. The petitions were signed by Louis E. Robichaux IV as chief restructuring officer. Judge Carlota M Bohm presides over the case. Daniel R. Schimizzi, Esq. at Whiteford, Taylor & Preston, LLP represents the Debtor as counsel. SOUTH HILLS: 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 cases of South Hills Operations, LLC and its affiliates. The committee members are: 1. Med Plus Staffing LLC Attn: Taylor Shearer 4117 Old William Penn Hwy Murrysville, PA 15668 Email: taylor@medplusstaff.com Phone: (412) 712-7180 Counsel: Kirk Burkley 601 Grant Street 9th Floor Pittsburgh, PA 15219 Email: kburkley@bernsteinlaw.com Phone: (412) 456-8100 2. ShiftMed, LLC Attn: Susan Overton 7925 Jones Branch Dr. Suite 1100 McLean, VA 22102 Email: susan.overton@shiftmed.com Phone: (800) 485-9002 Counsel: Ms. Overton 3. Alixa Rx LLC Attn: Brad Savage 6865 Windcrest Dr. Suite 100 Plano, TX 75024 Email: savage@alixarx.com Phone: (214) 778-0333 Counsel: Robert Bedford 225 Crossways Park Dr. Woodbury, NY 11797 Email: bbedford@cassenacare.com Phone: (516) 422-7885 4. Care Connection Nursing Attn: Seth Cooper P.O. Box 1862 240 Executive Drive Cranberry Township, PA 16066 Email: info@careconnectionnursing.com Phone: (814) 771-1268 Counsel: John Lacher 501 Smith Drive Suite 3 Cranberry Township, PA 16066 Email: jlacher@lynchlaw-group.com Phone: (724) 776-8000 5. All American Healthcare Services, Inc. Attn: Christopher Miller 494 Broad Street 4th Floor Newark, NJ 07102 Email: c.miller@allshifts.com Phone: (862) 339-7003 Counsel: Mr. Miller 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 South Hills Operations South Hills Operations, LLC and its affiliates operate 13 skilled nursing facilities in Pennsylvania. While they do not have identical ownership, there is substantial common ownership among the various debtor entities, and they are affiliates of one another. The Debtors filed Chapter 11 petitions (Bankr. W.D. Pa. Lead Case No. 24-21217) on May 17, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Carlota M. Bohm oversees the cases. The Debtors tapped Whiteford Taylor & Presto and Bass, Berry & Sims, PLC as legal counsels; Ankura Consulting, LLC as restructuring advisor; and Blueprint Healthcare Real Estate Advisors, LLC and Cummings and Co. Realtors, LLC as financial advisors. STORYFILE INC: Court OKs $900,000 DIP Loan From Key 7 Investment ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized StoryFile, Inc. to use cash collateral and obtain postpetition financing, on an interim basis. The Debtor is permitted to obtain post-petition financing from Key 7 Investment Company, pursuant to and in connection with a superpriority loan in the aggregate amount of up to $900,000 of which (i) an initial draw amount of $300,000 will be made available to be drawn in a single drawing upon entry of the Order and satisfaction of the other applicable conditions set forth therein and in the DIP Loan Agreement and (ii) an additional amount of up to $600,000 will be funded as provided in the DIP Loan Agreement. The interest rate of the DIP Facility is Prime + 2%. The Debtor is responsible for payment of Lender's out of pocket expenses up to $25,000 incurred in the negotiation and preparation of the DIP Facility and use of cash collateral documentation. The DIP facility is due and payable on the earliest to occur of: (i) September 30, 2024; (ii) the closing date following entry of one or more final orders approving the sale of all or substantially all of the assets belonging to the Borrower in the Chapter 11 Case, (iii) the acceleration of any outstanding amount owed to Lender following the occurrence of an uncured Event of Default, (iv) entry of an order by the Court in the Chapter 11 Case either (a) dismissing such case or converting such Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code, or (b) appointing a Chapter 11 trustee or an examiner with enlarged powers relating to the operation of the business of the Borrower (i.e., powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), in each case without the consent of Lender; or (iv) the confirmation of a Chapter 11 Plan of Reorganization by the Borrower. Not including trade debt, StoryFile's prepetition creditors include: (i) U.S. Small Business Association pursuant to a loan agreement dated July 11, 2020, in the amount of $126,000, of which $126,000 in principal remains outstanding as of the Petition Date. While SBA filed a UCC Financing Statement, UCC 1, with the Office of the California Secretary of State, SBA has not filed a UCC 1 financing statement with the Delaware Secretary of State and because the Debtor is a Delaware entity and has never been a California entity, SBA is unsecured. (ii) Lender, pursuant to a Convertible Promissory Note dated April 21, 2022 in the principal amount of $1.5 million. As of April 30, 2024, the outstanding principal and interest balance owed to Lender was no less than $2.1 million. The indebtedness owed to Lender is secured by all of the Debtor's assets pursuant to a Security Agreement effective December 28, 2022 and is perfected by the filing of an UCC Financing Statement, UCC 1, with the Delaware Department of State on April 13, 2023; and (iii) Blythe Global Advisors LLC, pursuant to an engagement agreement dated July 17, 2022 in the principal amount of $198,928, of which $138,929. While Blythe filed a UCC 1 financing statement with the California Secretary of State on December 7, 2023, Blythe has not filed a UCC 1 financing statement with the Delaware Secretary of State and because the Debtor is a Delaware entity and has never been a California entity, Blythe is unsecured. The value of the collateral is insufficient to secure the indebtedness owed to the Lender and it is estimated that the first lien of Lender is partially secured. Accordingly, only Key 7 Investment Company is entitled to adequate protection. The Debtor has not made payments on any of the Pre-Petition Loan Debt since on or about April 12, 2024. As adequate protection, the Lender is granted replacement liens, superpriority administrative expense clams, and monthly payments in the amount of $3,122. The protections given to the Lender are subject to a carve-out of (A) the costs and administrative expenses permitted to be incurred by any Chapter 7 Trustee under 11 U.S.C. Section 726(b) pursuant to an order of the Court following any conversion of the chapter 11 case in an amount not to exceed $25,000; (b) the fees and expenses projected in the Budget and incurred by the Debtor's professionals or professionals of an unsecured creditors committee (if any) prior to a Termination Event or Event of Default as defined in the Order and the DIP Loan Agreement plus up to $50,000 in the aggregate to pay any allowed fees and expenses incurred by the Debtor's professionals following a Termination Event; and (c) payment of fees pursuant to 28 U.S.C. section 1930. The Debtor is directed to comply with the following milestones for a sale of substantially all of the Debtor's assets in the Chapter 11 Case: (i) on or before July 29, 2024 an order approving bidding procedures and the terms of an auction must have been entered by the Bankruptcy Court; (ii) on or before August 20, 2024 an auction in connection with the Bankruptcy Sale must have occurred; (iii) on or before September 9, 2024 an order approving the Bankruptcy Sale must have been entered by the Bankruptcy Court; and (iv) on or before September 30, 2024 the Bankruptcy Sale must have been consummated. A final hearing on the matter is set for June 25 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=XV7k8U from PacerMonitor.com. About StoryFile, Inc. StoryFile, Inc. is a developer of a conversational video interactive platform designed to give storytellers to have the opportunity to tell their narratives and experiences in their own words. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-22398) on May 5, 2024. In the petition signed by James Fong, interim CEO, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Sean H. Lane oversees the case. Gabriel Del Virginia, Esq., at the LAW OFFICE OF GABRIEL DEL VIRGINIA, represents the Debtor as legal counsel. SUGARHOUSE HSP: S&P Downgrades ICR to 'B-', Outlook Developing -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Philadelphia-based gaming operator Sugarhouse HSP Gaming Prop. Mezz. L.P. and its issue-level rating on the company's secured notes to 'B-' from 'B'. The recovery rating on the notes remains '3' indicating its expectation for meaningful (50-70%; rounded estimate: 60%) recovery in the event of a default. The developing outlook reflects S&P's view that the company faces refinancing risk and the possibility it could raise or lower the rating over the next 12 months depending on how the company ultimately addresses its upcoming notes maturity. S&P said, "Sugarhouse faces heightened refinancing risk from its near-term debt maturities, which causes us to view its capital structure negatively and its liquidity as less than adequate. The company's super priority revolver (undrawn as of March 31, 2024) and $266 million of senior secured notes mature in May 2025. In our view, the one year weighted-average maturity of Sugarhouse's debt increases refinancing risk because of the narrow window to address the maturity of its entire capital structure. Furthermore, the company does not have adequate sources of liquidity from cash flow generation and cash on hand to address its needs over the next 12 months without refinancing. We consider the company's secured notes as a use of liquidity in our analysis because they mature within the next 12 months. Furthermore, the revolver's maturity date will accelerate to November 15, 2024 if the notes are not refinanced prior to November 1, 2024. "Nevertheless, Sugarhouse ended 2023 with S&P Global Ratings-adjusted debt leverage of 5.3x, and we forecast debt leverage of about 5x at the end of 2024. We believe this will support a successful refinancing in current capital market conditions. While Sugarhouse has the ability to withstand some economic and operational volatility in the near term, it needs to address the near-term maturity of its capital structure. "We believe Sugarhouse can absorb higher interest costs from a refinancing. The company will need to refinance its 5.875% fixed rate secured notes in the current higher interest rate environment. However, we believe our forecast of Sugarhouse's annual free operating cash flow (FOCF) generation over the next two years is sufficient to absorb the expected higher interest cost. We forecast FOCF will be $25 million-$30 million annually in 2024 and 2025. Our FOCF forecast incorporates our assumption for higher interest expense, which we estimate will be $6 million-$8 million higher than its current interest expense. Sugarhouse generated $21 million and $31 million of FOCF in 2023 and 2022, respectively. "Despite continued competition from Live! Philadelphia and inclement weather at the beginning of the year, we forecast 2%-5% revenue growth in fiscal 2024. Sugarhouse's revenue grew 5% in 2023 as solid trends in visitations increased gaming and food & beverage (F&B) revenue, largely due to a more targeted marketing effort, an updated gaming floor and new F&B outlets. Online gaming also supported revenue growth last year, and we expect that it will be a strong growth driver in 2024. "In December 2023, Sugarhouse opened a 62-suite boutique hotel to market to VIP guests. We believe the new hotel, in addition to its targeted marketing strategy, improved gaming floor, and continued growth of online gaming, will support 2%-5% revenue growth in 2024 and 2025, despite our macroeconomic forecast for slower consumer spending growth. "The developing outlook reflects our view that Sugarhouse faces near-term refinancing risk and that we could lower or raise the rating depending on the company's ability to address its refinancing needs in a timely manner. "We could lower our rating on Sugarhouse if we believe there is increased uncertainty regarding the company's ability to successfully refinance its near-term maturities. This could occur if there is a material deterioration in operating performance driven by greater-than-expected macroeconomic weakness or a disruptive event in the Philadelphia gaming market, or if there is an unexpected shock to the capital markets that constrains access to the capital markets, especially for vulnerable companies like Sugarhouse. "We could raise our rating one notch if Sugarhouse refinances its capital structure such that it sustains S&P Global-adjusted debt to EBITDA below 6x and EBITDA interest coverage above 2x, in line with our current base-case forecast." TABOR MANOR: Hires Dickinson Bradshaw Fowler as Counsel ------------------------------------------------------- Tabor Manor Care Center, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Dickinson, Bradshaw, Fowler & Hagen P.C. as counsel. The firm will provide these services: (a) advise and assist the Debtor with respect to compliance with the requirements of the United States Trustee; (b) advise the Debtor regarding matters of Bankruptcy Law, including the rights and remedies of the Debtor with regard to its assets and with respect to the claims of creditors; (c) represent the Debtor in any proceedings or hearings in the Bankruptcy Court and in any action in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected; (d) conduct examinations of witnesses, claimants, or adverse parties and to prepare and assist in the preparation of reports, accounts, and pleadings related to this Chapter 11 case; (e) advise the Debtor concerning the requirements of the Bankruptcy Code and applicable rules as the same affect the Debtor in this proceeding; (f) assist the Debtor in the negotiation, formulation, confirmation, and implementation of a Chapter 11 Plan; (g) make any court appearances on behalf of the Debtor; and (h) take such other action and perform such other services as the Debtor may require of the firm in connection with the Chapter 11 case. The firm will be paid at these rates: Partners $385 per hour Associates $130 to $260 per hour Paralegals $90 to $125 per hour The firm received from the Debtor the amount of $35,605. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey D. Goetz, Esq., a partner at Dickinson, Bradshaw, Fowler & Hagen P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey D. Goetz, Esq. Dickinson, Bradshaw, Fowler & Hagen P.C. 801 Grand Ave. #3700 Des Moines, IA 50309 Tel: (515) 243-4191 About Tabor Manor Care Center, Inc. Tabor Manor Care Center, Inc. provides skilled nursing and complementary and ancillary health care services in Fremont County, Iowa counties. Tabor has approximately 46 beds in its Skilled Nursing Facility. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 24-00636-lmj11) on May 8, 2024. In the petition signed by Chris Worcester, assistant administrator, the Debtor disclosed up to $10 million in both assets and liabilities. Jeffrey D. Goetz, Esq., at Dickinson, Bradshaw, Fowler & Hagen, PC, represents the Debtor as legal counsel. TABOR MANOR: Hires Gibbins Advisors as Financial Advisor -------------------------------------------------------- Tabor Manor Care Center, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Gibbins Advisors, LLC as financial advisor. The firm will provide these services: i. assist in the identification, and implementation, of cost reduction and operations improvement opportunities; ii. assist the Debtor in managing its Chapter 11 case; iii. coordinate with the "working group" professionals who are assisting the Debtor in the reorganization process or who are working for the Debtor's various stakeholders seeking alignment with the Debtor's overall restructuring goals; iv. liaise with the Debtor's key constituents/creditors with respect to financial and operational matters; v. provide assistance in such areas as testimony before this Court on matters that are within the scope of this engagement and within our area of testimonial competency; vi. assist the Debtor and other engaged professionals in bankruptcy planning and preparation including liquidity forecasting and planning, negotiating debtor-in-possession financing and the use of cash collateral, "first day" matters, and court-required reporting and disclosures; vii. assist in the discussions with and providing information to potential investors, secured lenders, Subchapter V Trustee, the Patient Care Ombudsman, and the Office of the United States Trustee for the Southern District of Iowa (the "U.S. Trustee"); viii. assist in the overall financial reporting assisting with the administrative requirements of the Bankruptcy Code; ix. assistance with the case administration and reporting requirements associated with a Chapter 11 filing; x. assisting the Debtor and its other advisors in developing restructuring plans or strategic alternatives for maximizing the enterprise value of its business; and xi. performing such other services in connection with the restructuring process as reasonably requested or directed by authorized the Debtor personnel, consistent with the role played by the GA professionals in this matter and not duplicative of services being performed by other professionals in these proceedings. The firm will be paid at these rates: Managing Director/Director/ Principal/Senior Advisor $675 to $810 per hour Director/Senior Director $405 to $635 per hour Associate/Senior Associate $360 to $470 per hour The firm received from the Debtor a retainer of $26,000. 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: Ronald Winters Gibbins Advisors, LLC 1900 Church Street Nashville, TN 37203 Tel: (615) 696-6556 About Tabor Manor Care Center, Inc. Tabor Manor Care Center, Inc. provides skilled nursing and complementary and ancillary health care services in Fremont County, Iowa counties. Tabor has approximately 46 beds in its Skilled Nursing Facility. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 24-00636-lmj11) on May 8, 2024. In the petition signed by Chris Worcester, assistant administrator, the Debtor disclosed up to $10 million in both assets and liabilities. Jeffrey D. Goetz, Esq., at Dickinson, Bradshaw, Fowler & Hagen, PC, represents the Debtor as legal counsel. TALCOTT FINANCIAL: S&P Affirms 'BB+' LT Issuer Credit Rating ------------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' long-term issuer credit rating on Talcott Financial Group and Talcott Resolution Life Inc. and its 'BBB+' issuer credit and financial strength ratings on Talcott Resolution Life Insurance Co. and Talcott Resolution Life and Annuity Insurance Co. The outlook is stable. Impact Of Revised Capital Model Criteria Applying the revised capital model criteria did not materially affect S&P's view of Talcott's creditworthiness. S&P said, "Overall, we expect Talcott's capital adequacy will remain above the substantial stress (or 99.80%) confidence level of our model over the next two years, with excess capital to be deployed for new business. Our base case also expects the company to maintain prudent underwriting standards and avoid any aggressive investment philosophy. "The stable outlook reflects our view of the continuity of Talcott's growth strategy and philosophy while it manages profitability, as well as our view of its robust risk management. We also expect that the company will maintain its capital adequacy at least at substantial stress (or '99.80%') confidence level. "We could lower the ratings over the next 12-24 months if capitalization falls below the '99.80%' confidence level on a sustained basis. We could also lower the ratings if Talcott (on a stand-alone basis or when combined with affiliated companies) increases its risk position or financial risk to a level that we think is inconsistent with its risk management strategy, philosophy, or ability, or if, in our view, Talcott's enterprise risk management program weakens. "We could raise the ratings on Talcott over the next 12-24 months if the company develops its competitive position--through acquisitions or block reinsurance transactions--such that it enhances and diversifies earnings meaningfully, and if the company maintains favorable operating performance with a demonstrated record of capital adequacy under current ownership. "Talcott's satisfactory competitive position reflects our view of its business risk, led by its growth strategy and transformation from a run-off entity to an aggregator of blocks of annuity and life liabilities since its acquisition by Sixth Street,. Over the last two years the company entered multiple reinsurance deals with high-profile primary insurers, consistent with its growth strategy, that also allowed it to diversify its liabilities. Prior to 2021, liabilities were concentrated in variable annuities. Now it has a more balanced profile with the addition of liabilities related to fixed indexed annuities, fixed annuities, and secondary guarantee universal life." The company has established itself in the highly competitive annuity reinsurance market. Management has a strong value proposition, providing clients with both flow and block risk transfer solutions and strong liability and risk management capabilities. The company's block administration capabilities differentiate it from similar-sized peers. S&P said, "We continue to monitor the performance of blocks of business the company has acquired (through reinsurance) and the prospective growth and operating capabilities. "We expect the company to maintain its capital adequacy, at a minimum, at the '99.80%' confidence level per our capital model on a generally accepted accounting principle (GAAP) basis over the next 24 months, without an aggressive asset-liability management or investment philosophy posture. We moderate our view of capital adequacy to the '99.50%' confidence level because the company is expected to be acquisitive, and, as such, the deal volume and activity are difficult to project. "We also assume no extraordinary dividends to the parent that may strain the capital position. For our analysis, we consolidate and risk charge all the assets and liabilities at the group, both onshore and offshore. We expect Sixth Street will support Talcott's business and capital management strategy." Talcott has a well-diversified investment portfolio and partners with multiple investment managers to gain access to a broader variety of market sectors and investment products in support of policyholder liabilities. The average credit quality of the fixed-income portfolio is 'A-'. Some of the liabilities have complex, long-term guarantees that expose the company to macroeconomic risks. However, the potential capital volatility is mitigated by strong risk controls, effective risk management practices, and a well-managed hedge program, along with strong capital adequacy. S&P said, "Talcott's funding structure is a neutral factor in our analysis of the company's financial risk. Its financial leverage as of year-end 2023 was elevated because of unrealized losses in its fixed-income portfolio, caused by the sharp rise in interest rates. We expect the company's financial leverage and fixed-charge coverage, adjusted for these unrealized losses, to remain less than 25% and above 8x, respectively over next two years. The adjustment reflects how unlikely it is that the company will sell its fixed-income portfolio and realize losses to meet corporate liquidity needs, rather than hold to maturity given the company's asset-liability management policy and sufficient liquidity sources. "Our view of Talcott's exceptional liquidity reflects its diversified investment portfolio with immaterial confidence-sensitive liabilities or collateral posing risk." TARO INVESTMENT: Hires Ronald L. Schwartz as Attorney ----------------------------------------------------- Taro Investment Corporation seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Ronald L. Schwartz as attorney. The firm will provide these services: a. advise the Debtor as to its rights, duties and powers as a debtor in possession pusuant to Subchapter V of Title 11; b. prepare and file any statements, schedules, plans, disclosure statements, and other documents or pleadings to be filed by the Debor in this case; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; d. contest the amount due under the IRS tax lien, or contest claims of unsecured creditors as deemed appropriate, to file a obtain approval of auctioneers and other professionals pursuant to an anticipated plan of liquidation, and obtain Court approval of the sale of assets, upon the execution of a sales contract; and e. perform, such other legal services as may be necessary in connection with this case. The firm will be paid at $500 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald L. Schwartz, 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: Ronald L. Schwartz, Esq. 4907 Niagara Road, Suite 103 College Park, MD 20740 Tel: (301) 474-2300 Email: ronaldschwartz@verizon.net About Taro Investment Corporation The Debtor is engaged in the business of bottled water manufacturing. Taro Investment Corporation in Ellicott City MD, filed its voluntary petition for Chapter 11 protection (Bankr. D. Md. Case No. 24-13539) on April 26, 2024, listing $2,146,200 in assets and $2,159,165 in liabilities. Meghan McCulloch, Personal Representative of Estate of Thomas Taro Sr., authorized representative of the Debtor, signed the petition. Ronald L. Schwartz, Esq. serve as the Debtor's legal counsel. TBOTG DEVELOPMENT: Taps Armbrust & Brown as Litigation Counsel -------------------------------------------------------------- TBOTG Development, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Armbrust & Brown, PLLC as special litigation counsel. The firm will represent the Debtor with certain matters currently pending in the United States Bankruptcy Court for the Western District of Texas, Austin Division. These matters are: (1) TBOTG Development, Inc. v. Whitewater Investment Partners, LLC, Adversary Case No. 24-01018-smr; (2) Whitewater Investments Partners, LLC v. TBOTG Development, Inc. et al., Adversary Case No. 24-1021-smr; and (3) In re TBOTG Development, Inc., Bankruptcy Case No. 24-10411-smr. The firm will be paid at these hourly rates: Matthew Baumgartner $585 Guillermo Alarcon $425 Associates $275 to $400 Paralegals $145 to $185 Armbrust & Brown, PLLC is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Matthew Baumgartner, Esq. Armbrust & Brown, PLLC 100 Congress Ave. # 1300 Austin, TX 78701 Phone: (512) 435-2300 About TBOTG Development, Inc. TBOTG Development, Inc. owns and operates The Bluffs on The Guadalupe, a subdivision in Comal County, Texas, having an appraised value of $32.1 million. TBOTG Development, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10411) on April 16, 2024, listing $35,996,538 in assets and $22,885,007 in liabilities. The petition was signed by William T. Korioth as president. Judge Shad Robinson presides over the case. Kell C. Mercer, Esq. at KELL C. MERCER, P.C. represents the Debtor as counsel. TED BAKER CANADA: Initiates Store Closing Sales Amid Bankruptcy --------------------------------------------------------------- Ted Baker Canada, which conducts business operations for Ted Baker in Canada, Ted Baker Limited in the United States, Brooks Brothers in Canada, and Lucky Brand in Canada announced early in May it will be commencing store closing sales across select locations. Markdowns All Ted Baker stores in Canada and the U.S. will be offering savings of up to 30% off original prices on the entire collection of men's and women's high-end designer clothing and accessories at all 31 retail locations in the U.S., and 9 stores in Canada. Brooks Brothers Canada is offering savings of up to 30% off original prices on the entire selection of high-end luxury apparel for men, women and children and home furnishings across all 8 retail stores in Canada. Lucky Brand Canada is offering savings of up to 30% off original prices on the entire collection of men's and women's casual apparel, including premium denim, graphic tees, dresses, and accessories across all 7 retail stores in Canada. The store closing sales will apply at retail stores only. As of May 10, 2024, online shopping is no longer available for the time being, and all sales are final across all of the Company's retail locations. About Ted Baker Canada Ted Baker Canada offers a wide range of fashion dress collections, fragrances, lingerie and sleepwear, skin wear, footwear, eyewear, rugs, and watches. It offers products under the Ted Baker brand. Pursuant to an order issued by the Ontario Superior Court of Justice (Commercial List) on April 24, 2024, the Company commenced proceedings under the Companies' Creditors Arrangement Act. Also on April 24, the Company commenced proceedings pursuant to Chapter 15 of the United States Bankruptcy Code before the United States Bankruptcy Court for the Southern District of New York. The Hon. Judge Michael E. Wiles presides over the Chapter 11 case. On May 3, the Company obtained an Order from the Canadian Court approving the liquidation process and received approval from the U.S. Court on May 8. On the same date, the U.S. Court entered an order, among other things, recognizing the CCAA proceedings and giving effect to the orders of the Canadian Court in the United States. Alvarez & Marsal Canada Inc. is acting as the CCAA Monitor. Additional information regarding the Company's CCAA proceeding can be found on the Monitor's website at: www.alvarezandmarsal.com/TBRetail. The Applicant's Foreign Representative is Antoine Adams. The Foreign Representative hired Warren A. Usatine, Esq., at COLE SCHOTZ P.C., as Chapter 15 counsel. TIJUANA FLATS: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Georgia, Jacksonville Division, authorized Tijuana Flats Restaurants, LLC to use the cash collateral of LSC2022, LLC, on an interim basis, in accordance with the budget. As adequate protection for any diminution in the value of cash collateral and other prepetition collateral resulting from the Debtors' use thereof after the Petition Date, LSC2022 will be entitled to a continuing replacement lien and security interest in all assets of the Debtors existing on or after the Petition Date of the same type as the prepetition collateral, together with the proceeds, rents, products and profits thereof, whether acquired or arising before or after the Petition Date, to the same extent, validity, perfection, enforceability and priority of the liens and security interests of LSC2022 as of the Petition Date. The Rollover Lien will be limited to the amount of any Diminution and does not extend to any avoidance claims held by the estate. With the exception of $200,000 administrative "carve-out" for Debtors' professionals, the Rollover Lien will not be subject or subordinate to (i) any liens arising after the Petition Date except for any liens or security interests in favor of any federal, state, municipal or other government unit, commission, board or court for any tax liability of the Debtors, whether secured or unsecured, including property taxes for which liability is in rem, in personam, or both and a tax of a kind specified in 11 U.S.C. Section 507(a)(8), or (ii) any other lien or security interest under 11 U.S.C. Sections 363 or 364, or otherwise. As additional adequate protection for any Diminution, LCS2022 will have a superpriority administrative expense claim pursuant to 11 U.S.C. Section 507(b), with recourse to and payable from any and all assets of the Debtors' estates. The Secured Party Superpriority Claims will be subject only to the Carve-Out and will have priority over any and all administrative expenses, diminution claims and all other claims against the Debtors, now existing or hereafter arising, of any kind whatsoever. The lien granted will be valid and perfected without the need for the execution of filing of any further document or instrument otherwise required to be filed under applicable non-bankruptcy law. The Debtor's right to use cash collateral will terminate on the earliest to occur of: i. the Debtors' Chapter 11 cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; ii. the earlier of (y) the date of the entry of an order of the Court appointing a Chapter 11 trustee or an examiner with enlarged powers (beyond those set forth in Sections 1104(c) and 1106(a)(3) and (4) of the Bankruptcy Code) for the Debtors; or (z) the date the Debtors file a motion, application or other pleading consenting to or acquiescing in any such appointment; iii. the Interim Order becomes stayed, reversed, vacated, amended or otherwise modified in any respect without the prior written consent of LSC2022; iv. an order is entered in the Chapter 11 Case over the objection of LSC2022 approving financing pursuant to Section 364 that would grant an additional security interest or a lien on any Collateral or granting a superpriority administrative claim that is equal or superior to the superpriority administrative claim granted to LSC2022 under this Interim Order; or v. an adversary proceeding or contested matter is commenced by the Debtors challenging the amount, validity, enforceability, priority or extent of LSC2022's liens, security interests or claims. A final hearing on the matter is set for August 13, 2024 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=tqjs9X from PacerMonitor.com. About Tijuana Flats Restaurants, LLC Tijuana Flats Restaurants, LLC is a fast-casual Tex-Mex restaurant founded in 1995 in Winter Park, Fla. The Company has 63 company-owned locations throughout Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01128) on April 19, 2024. In the petition signed by Joseph D. Christina, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Jason A. Burgess oversees the case. Richard R. Thames, Esq., at THAMES | MARKEY, represents the Debtor as legal counsel. TREE LANE: Hires Traverse LLC as Chief Restructuring Officer ------------------------------------------------------------ Tree Lane LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Traverse, LLC as chief restructuring officer. The firm will provide these services: a. manage Debtor's business as debtor-in-possession, including making decisions related to Debtor's authority, duties and responsibilities as debtor-in-possession; b. retain, remove, and set or adjust compensation for all officers and other employees of Debtor, if any; c. negotiate with and verify the financial capacity of all potential purchasers of any Debtor's assets; d. represent Debtor in dealings and negotiations with creditors; e. review Debtor's books and records and conduct any investigation necessary to assert claims of Debtor under the Bankruptcy Code; f. supervise the general contractor and related personnel with respect to the Project; g. with the assistance of Debtor's bankruptcy counsel, pursue any action that Debtor can pursue under the Bankruptcy Code or otherwise and, with the assistance of Debtor's bankruptcy counsel, defend any action against Debtor in the Bankruptcy Court or otherwise; h. with the assistance of Debtor's bankruptcy counsel, formulate and direct the filing of a chapter 11 plan of reorganization and disclosure statement; i. oversee and monitor Debtor's assets and post-petition liabilities; j. with the assistance of Debtor's bankruptcy counsel, procure post-petition financing to allow Debtor to complete construction of the Project; and, k. ensure Debtor complies with its obligations as a debtor-in-possession. The firm will be paid at the rate of $275 to $425 per hour. The firm received from the Debtor a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Albert Altro, a managing director at Traverse, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Albert Altro Traverse, LLC 1025 N. Kings Rd. Los Angeles, CA, 90069 Telephone: (310) 809-5064 Facsimile: (302) 652-4400 Email: albertaltro@traversellc.com About Tree Lane LLC Tree Lane LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 2:24-bk-13201-BB) on April 25, 2024. The Debtor hires Leech Tishman Fuscaldo & Lampl, Inc. as counsel. Traverse, LLC as chief restructuring officer. TREE LANE: Hires Winthrop Golubow Hollander LLP as Manager ---------------------------------------------------------- TREE LANE LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Winthrop Golubow Hollander LLP as independent manager. The firm will provide these services: a. assessing the Property development and sale and formulating and implementing a plan to maximize creditor recovery and procurement of financing on the Debtor's behalf for purposes of completing the Project; b. selecting contractors, vendors and professionals to complete the Project; and c. formulating the Debtor's plan of reorganization and negotiating with various creditor constituencies in connection with formulating the plan and overseeing the sale of the Property. The firm will be paid at $225 to $895 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Garrick A. Hollander, a partner at Winthrop Golubow Hollander LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Garrick A. Hollander, Esq. Winthrop Golubow Hollander LLP 1301 Dove Street, 5th Floor Newport Beach, CA 92660 Tel: (949) 720-4100 About TREE LANE LLC Tree Lane LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 2:24-bk-13201-BB) on April 25, 2024. The Debtor hires Leech Tishman Fuscaldo & Lampl, Inc. as counsel. Traverse, LLC as chief restructuring officer. TREMONT CHICAGO: Taps Goldstein & McClintock as Bankruptcy Counsel ------------------------------------------------------------------ Tremont Chicago, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Goldstein & McClintock LLLP as its counsel. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued management and operation of its business; (b) attend meetings and negotiate with representatives of creditors and other parties involved in the Debtor's Chapter 11 case; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare legal papers; (e) take any necessary action on behalf of the Debtor to obtain approval of a disclosure statement and confirmation of the Debtor's plan of reorganization; (f) represent the Debtor in connection with obtaining use of cash collateral and post-petition financing (to the extent necessary); (g) advise the Debtor in connection with any potential sale of assets; (h) appear before the bankruptcy court, any appellate courts, and the U.S. trustee; and (i) perform all other necessary legal services to the Debtor in connection with the Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Matthew E. McClintock, Partner $615 Ainsley Moloney, Partner $735 Jeffrey Dan, Partner $575 Maria Aprile Sawczuk, Partner $525 Amrit Kapai, Partner $475 William Thomas, Associate $385 Keram Emile, Paraprofessional $235 In addition, the firm will seek reimbursement for expenses incurred. Matthew McClintock, Esq., a partner at Goldstein & McClintock, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew E. McClintock, Esq. GOLDSTEIN & MCCLINTOCK LLLP 111 W. Washington Street, Suite 1221 Chicago, IL 60602 Telephone: (312) 337-7700 Facsimile: (312) 277-2310 Email: mattm@goldmclaw.com About Tremont Chicago, LLC Tremont Chicago, LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10844) on April 22, 2024. In the petition signed by Michael Collier, sole member of Hotel Capital, LLC, Debtor's Manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. Maria Aprile Sawczuk, Esq., at GOLDSTEIN & MCCLINTOCK LLLP, represents the Debtor as legal counsel. TRILLION ENERGY: Posts $1.3MM Net Income in Q1 2024 --------------------------------------------------- Trillion Energy International Inc. filed its condensed consolidated interim financial statements reporting a net income of $1,319,856 for the three months ended March 31, 2024, compared to a net income of $2,271,399 for the same period in 2023. At March 31, 2024, the Company's current liabilities exceeded its current assets by $15,411,235 (December 31, 2023 - $12,929,942) and its accumulated deficit amounts to $44,619,342 (December 31, 2023 - $45,939,198). In addition, for the three months ended March 31, 2024, cash used by operating activities was $12,597. The Company's continuation as a going concern is dependent upon its ability to complete financings sufficient to meet current and future obligations, the successful results from its business activities, and its ability to operate profitably and generate funds. Although the Company raised capital in current and previous reporting periods, additional funding will be required to continue current operations and further advance its existing oil and gas assets in the upcoming 12 months. As of March 31, 2024, the Company had $59,283,425 in total assets, $37,458,343 in total liabilities, and total stockholders' equity of $21,825,082. A full-text copy of the Company's report filed on Form 6-K with the Securities and Exchange Commission is available at https://bit.ly/3wRtB8u About Trillion Energy Trillion Energy International Inc. and its consolidated subsidiaries, is a Canadian based oil and gas exploration and production company. As of December 31, 2023, the Company had $58,610,428 in total assets, $36,397,856 in total liabilities, and $22,212,572 in total stockholders' equity. 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. TRULEUM INC: Hires Barton CPA as New Auditor -------------------------------------------- Truleum, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 29, 2024, the Company engaged Barton CPA as the Company's independent registered public accounting firm for the year ended Dec. 31, 2024. The Company has not consulted with the New Accounting Firm during our two most recent fiscal years or during any subsequent interim period prior to May 29, 2024 (the date of the New Accounting Firm's appointment), regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K). About Truleum Truleum, Inc. was incorporated on Sept. 26, 2013 in the State of Colorado for the purpose of purchasing, developing and operating oil and natural gas leases. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 4, 2024, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. TWENTY FOUR HOUR: Taps Twenty Century Accounting as Accountant -------------------------------------------------------------- Twenty Four Hour Dependable Medical Supplies, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Ken M. Hrica, CPA of Century Accounting & Financial Services as its accountant. The accountant will provide efficient, effective administration of the bankruptcy estate and to employ with Federal and State tax law including preparing the necessary financial reports for this case that are not within the ability of the Debtor to produce. Mr. Hrica assured the court that he has no interest adverse to the estate of the Debtor or interested person. The accountant can be reached through: Ken M. Hrica, CPA Century Accounting & Financial Services 3 Talbott Avenue, Suite 201 Timonium, MD 21093 Tel: (410) 560-2667 Email: tracey@centuryaccounting1.com About Twenty Four Hour Dependable Medical Supplies Twenty Four Hour Dependable Medical Supplies offers home medical equipment and supplies. Twenty Four Hour Dependable Medical Supplies, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Md. Case No. 24-13383) on April 23, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Cherylette Henderson as managing member. Daniel Staeven, Esq. at FROST LAW represents the Debtor as counsel. U.S. LIGHTING: Anthony Corpora Quits as CEO and Director -------------------------------------------------------- US Lighting Group, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 31, 2024, Anthony R. Corpora stepped down as the chief executive officer and a board member of the Company. Mr. Corpora joined the company in 2021 and helped the Company transition from a commercial LED lighting and electronics manufacturer into an innovative composite manufacturer utilizing advanced fiberglass technologies in growth sectors such as high-end recreational vehicles, prefabricated off-grid houses, and high-performance powerboats. Notable milestones under Mr. Corpora's leadership include driving revenues to over $3.6 million for 2023, primarily from sales of fiberglass campers marketed under our Cortes Campers brand. Mr. Corpora has decided to pursue other opportunities utilizing the leadership skills he has honed during his tenure at USLG. The Company's board and management team thank him for his contributions and wish him the best of luck in his future endeavors. At this time the company has not identified a new CEO and is in the process of conducting a search and will announce any additions to its executive team or board. About US Lighting Headquartered in , Euclid, Ohio, US Lighting Group, Inc. is an innovative composite manufacturer utilizing advanced fiberglass technologies in growth sectors such as high-end recreational vehicles (RVs), prefabricated off-grid houses, and high-performance powerboats. The Company derives expertise and inspiration from the marine industry, where the harshest conditions are expected and met with superior engineering and the latest in composite technology The Company plans to expand its manufacturing footprint, enhance production techniques, and develop more products in the RV, marine and composite housing sectors. Its current R&D efforts are focused on future tow-behind camper models under Cortes Campers brand as well as prefabricated housing segment. Columbus, Ohio-based GBQ Partners LLC, 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 from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. URGENTPOINT INC: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized UrgentPoint, Inc. and affiliates to use cash collateral on an interim basis, in accordance with the budget, with a 20% variance. Libertas Funding, LLC, CloudFund LLC, Click Capital Group LLC, Mr. Advance LLC, AFA Capital, LLC, RBLX Funding, C2Advance, LLC, Crusader Group LLC and Mynt Advance and Pacific Premier Bank, OnDeck, PEAC Solutions (f/k/a Marlin Leasing Corp and Priority Capital), Meridian Equipment Finance LLC, Highland Capital Corporation, Valley Hi Honda, IPFS Corporation of California, Siemens Financial Services, Inc., and First Citizens Bank & Trust Company - SBA Loan assert an interest in the Debtor's cash collateral. As adequate protection, the Prepetition Secured Creditors are granted valid, binding, continuing, enforceable, fully perfected, replacement liens to the same extent and priority as existed pre-petition on and security interests in any and all tangible and intangible pre- and postpetition property of the Debtors. The Adequate Protection Amount due to the Prepetition Secured Creditors will constitute allowed superpriority administrative expense claims against the Debtors in the amount of any diminution in value of the Prepetition Collateral, including cash collateral, as provided in 11 U.S.C. section 507(b), with priority in payment over any and all unsecured claims and administrative expense claims against the Debtors. As additional adequate protection to Libertas, on or before May 31, 2024, the Debtors will make a payment to Libertas in the amount of $10,000 which payment will be applied to the obligations owed by the Debtors to Libertas. Libertas has agreed to subordinate its pre- and postpetition liens and Adequate Protection Superpriority Claim to the payment of the Debtor's legal counsel Theodora Oringher, PC and Whiteford, Taylor & Preston, LLP, the Subchapter V Trustee and any patient care ombudsman up to a maximum amount of $150,000, provided however, that the amount of such Carve Out will be limited to $50,000 for the Specified Period and any further subordination by Libertas as to the Debtor's legal counsel, the Subchapter V Trustee and any patient care ombudsman is expressly conditioned on the entry of a Final Order on the Motion on terms agreeable to Libertas. A final hearing on the matter is set for June 18, 2024 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=wjDVrg from PacerMonitor.com. About UrgentPoint, Inc. UrgentPoint, Inc. is a multi-specialty medical group that practices an integrated care approach for chronic conditions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Dela. Case No. 24-11044) on May 20, 2024. In the petition signed by Joe Chauvapun, M.D., chief executive officer, the Debtor disclosed $7,922,122 in assets and $6,941,998 in liabilities. Judge Laurie Selber Silverstein oversees the case. Thomas J. Francella, Jr., Esq., at WHITEFORD, TAYLOR & PRESTON LLC, represents the Debtor as legal counsel. W.F. DELAUTER: Hires George S. Magas CPA PC as Accountant --------------------------------------------------------- W.F. Delauter & Son, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ George S. Magas CPA PC as accountant. The firm will provide these services: (a) review of financial documents; (b) review of previous tax returns; (c) review of payroll filings; (d) review of personal property tax filings; (e) prepare schedules, budgets, monthly operating reports, and other items needed for reorganization; (f) render financial consulting and forecasting to successfully complete Chapter 11 reorganization; and (g) provide expert testimony. The firm will be paid at the rate of $250 per hour. The firm will be paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. 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: George S. Magas George S. Magas CPA PC 9422 Damascus Rd. Damascus, MD 20872 Tel: (301) 253-0013 About W.F. Delauter & Son, Inc. W.F. Delauter & Son, Inc. filed Chapter 11 petition (Bankr. D. X Case No. 24-13955) on May 8, 2024, with $10 million to $50 million in both assets and liabilities. Kirby E. Delauter, president, signed the petition. Paul Sweeney, Esq., at YVS Law, LLC is the Debtor's legal counsel. W.F. DELAUTER: Hires Ritchie Bros. Auctioneers as Auctioneer ------------------------------------------------------------ W.F. Delauter & Son, Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the District of Maryland to employ Ritchie Bros. Auctioneers (America) Inc. as auctioneer. The firm will market and sell via live auction the tangible personal properties of the Debtors. The firm will be paid a commission of 7.5 percent of the gross sale proceeds from any consummated sale of the Property for any lot in excess of $3,000, and with 10 percent of the gross sale proceeds from any consummated sale of the Property for any lot equal to or less than $3,000, with a minimum fee of $195 per lot. 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: Gary King Ritchie Bros. Auctioneers (America) Inc. Two Westbrook Corporate Center Suite 500 Westchester, IL 60154 Tel: (800) 663-8457 About W.F. Delauter & Son, Inc. W.F. Delauter & Son, Inc. filed Chapter 11 petition (Bankr. D. X Case No. 24-13955) on May 8, 2024, with $10 million to $50 million in both assets and liabilities. Kirby E. Delauter, president, signed the petition. Paul Sweeney, Esq., at YVS Law, LLC is the Debtor's legal counsel. W.F. DELAUTER: Hires YVS Law LLC as Legal Counsel ------------------------------------------------- W.F. Delauter & Son, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ YVS Law, LLC as its legal counsel. The firm's services include: (a) advising the Debtor of its rights, powers and duties; (b) advising the Debtor concerning, and assisting in the negotiation and documentation of, financing agreements, debt restructurings, cash collateral arrangements and related transactions; (c) representing the Debtor in defense of any proceedings instituted to reclaim property or to obtain relief from the automatic stay under Section 362(a) of the Bankruptcy Code; (d) representing the Debtor in any proceedings instituted with respect to the Debtor's use of cash collateral; (e) reviewing the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such liens; (f) advising the Debtor concerning the actions that it might take to collect and to recover property for the benefit of its estate; (g) preparing legal documents and reviewing financial reports; (h) advising the Debtor concerning, and preparing responses to, legal papers that may be filed and served in its Chapter 11 case; (i) counseling the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization or liquidation and related documents; and (j) providing other legal services. The firm will charge these hourly fees: Members $485 to $595 per hour Counsel/Senior Counsel $395 to $594 per hour Associates $275 to $350 per hour Paralegals $200 to $270 per hour Law Clerks $150 to $260 per hour Prior to filing of the Chapter 11 case, the firm received the amount of $88,206. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Sweeney, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Sweeney, Esq. YVS Law, LLC 11825 West Market Place, 2nd Floor Fulton, MD 20759 Tel: (410) 571-2780 Fax: (410) 571-2798 Email: psweeney@yvslaw.com About W.F. Delauter & Son, Inc. W.F. Delauter & Son, Inc. filed Chapter 11 petition (Bankr. D. X Case No. 24-13955) on May 8, 2024, with $10 million to $50 million in both assets and liabilities. Kirby E. Delauter, president, signed the petition. Paul Sweeney, Esq., at YVS Law, LLC is the Debtor's legal counsel. WEISS MULTI-STRATEGY: Hires Klestadt Winters as Counsel ------------------------------------------------------- Weiss Multi-Strategy Advisers LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Klestadt Winters Jureller Southard & Stevens, LLP as bankruptcy counsel. The firm will provide these services: a. advise each Debtor with respect to its rights, powers and duties as a debtor and debtor-in-possession in the liquidation of its assets; b. attend meetings, negotiating with representatives of creditors and other parties in interest, advising and consulting on the conduct of the cases; c. take all necessary action to protect and preserve the assets of the Debtors' estates; d. prepare on behalf of the Debtors such motions, applications, answers, orders, reports, and papers necessary to the administration of their estates; e. assist the Debtors in their analysis and negotiations with any third-party concerning matters related to the realization by creditors of a recovery on claims and other means of realizing value; f. represent the Debtors at all hearings and other proceedings; g. assist the Debtors in their analysis of matters relating to the legal rights and obligations of the Debtors with respect to various agreements and applicable laws; h. review and analyze all applications, orders, statements, and schedules filed with the Bankruptcy Court and advising the Debtors as to their propriety; i. assist the Debtors in preparing pleadings and applications as may be necessary in furtherance of the Debtors' interests and objectives; j. assist and advise the Debtors with regard to their communications to the general creditor body regarding any proposed Chapter 11 plan(s) or other significant matters in these Chapter 11 Cases; k. assist the Debtors with respect to consideration by the Bankruptcy Court of any plan(s) prepared or filed pursuant to Sections 1121 and 1189-1191 of the Bankruptcy Code and taking any necessary action on behalf of the Debtors to obtain confirmation of such plan(s); and l. perform such other legal services as may be required and/or deemed to be in the interests of the Debtors in accordance with their powers and duties as set forth in the Bankruptcy Code. The firm will be paid at these rates: Partners $695 to $950 per hour Associates $550 per hour Paralegals $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Tracy L. Klestadt, Esq., a partner at Klestadt Winters Jureller Southard & Stevens, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: 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 41 st Street, 17th Floor New York, NY 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 About Weiss Multi-Strategy Advisers LLC 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 Apr. 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. WHITESTONE UPTOWN: Hires National Appraisal Partners as Appraiser ----------------------------------------------------------------- Whitestone Uptown Tower, LLC a/k/a Pillarstone Capital REIT Operating § Partnership, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ National Appraisal Partners, LLP as appraiser. The firm's services include: a. investigating all facts relevant to the market value of the Debtor's property, a twelve-story, 253,000 square-foot office tower located at 4144 North Central Expressway in Dallas, Texas; b. participating in meetings with the Debtor and its attorneys and tax consultants; c. providing testimony in litigation, if necessary; d. providing verbal and written valuation reports; and e. generally taking any reasonable actions and initiatives necessary to support valuation and litigation. The firm will receive an initial $5,000 advance payment for a verbal indication of value, an additional $1,000 to prepare a written report if necessary, and $400 per hour plus expenses for any necessary litigation or additional consulting services. Nathan Riley, a partner at National Appraisal Partners, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Nathan Riley National Appraisal Partners, LLP 3203 Edloe St. Houston, TX 77027 Tel: (512) 650-6598 About Whitestone Uptown Tower, LLC a/k/a Pillarstone Capital REIT Operating § Partnership Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1, 2023. In the petition signed by Bradford Johnson, authorized representative, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Michelle V Larson oversees the case. Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as legal counsel. WJH ELM: Case Summary & Four Unsecured Creditors ------------------------------------------------ Debtor: WJH Elm LLC 137 Lowell Street Peabody, MA 01960 Business Description: WJH Elm LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court District of Massachusetts Case No.: 24-11110 Judge: Hon. Janet E. Bostwick Debtor's Counsel: Barry Levine, Esq. LAW OFFICE OF BARRY R. LEVINE 100 Cummings Center - Suite 327G Beverly, MA 01915-6123 Tel: (978) 922-8440 Fax: (978) 998-4636 E-mail: barrv@levineslaw.com Total Assets: $0 Total Liabilities: $1,839,343 The petition was signed by Jason Kahan as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WXENSGI/None_WJH_Elm_LLC__mabke-24-11110__0001.0.pdf?mcid=tGE4TAMA XTI AEROSPACE: CEO Michael Hinderberger's Contract Not Renewed -------------------------------------------------------------- XTI Aerospace, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 30, 2024, XTI Aircraft, a wholly owned subsidiary of XTI Aerospace, notified Michael Hinderberger, chief executive officer of XTI Aircraft, that it would not renew his employment agreement dated July 1, 2022. Accordingly, the Employment Agreement expires by its terms on July 31, 2024 and Mr. Hinderberger's employment with XTI Aircraft will terminate as of the Expiration Date. About XTI Aerospace XTI Aerospace (formerly Inpixon), is primarily an aircraft development and manufacturing company. The Company also provides real-time location systems ("RTLS") for the industrial sector. Headquartered in Englewood, Colorado, the Company is developing a vertical takeoff and landing aircraft that takes off and lands like a helicopter and cruises like a fixed-wing business aircraft. The Company's initial model, the TriFan 600, is a six-seat aircraft which is intended to provide point-to-point air travel over distances of up to 700 miles, fly at twice the speed of a helicopter and cruise at altitudes up to 25,000 feet. New York-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. XTI AEROSPACE: Hikes Maxim Equity Distribution Deal to $33.8-Mil. ----------------------------------------------------------------- XTI Aerospace, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 31, 2024, the Company entered into Amendment No. 4 to Equity Distribution Agreement with Maxim Group LLC, amending the Equity Distribution Agreement, dated as of July 22, 2022, between the Company and Maxim, as amended by Amendment No. 1 to the Original Agreement, dated as of June 13, 2023, between the Company and Maxim, Amendment No. 2 to the Original Agreement, dated as of Dec. 29, 2023, between the Company and Maxim and Amendment No. 3 to the Original Agreement, dated as of May 28, 2023, between the Company and Maxim, pursuant to which the aggregate gross sales amount was increased from approximately $32,700,000 to approximately $33,800,000. Accordingly, pursuant to the Equity Distribution Agreement, the Company may, from time to time, sell shares of the Company's common stock, par value $0.001 per share), having an aggregate gross sales amount of up to approximately $33,800,000 through Maxim, as the Company's sales agent. As of May 31, 2024, the Company has sold 703,756 shares of Common Stock with an aggregate offering price of approximately $27,400,000, leaving an aggregate offering price of up to approximately $6,400,000 in Common Stock remaining under the Equity Distribution Agreement. The Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-256827), which was filed with the Securities and Exchange Commission on June 4, 2021, and declared effective on June 17, 2021, and a base prospectus dated as of June 17, 2021 included in the Registration Statement, the prospectus supplement relating to the offering dated July 22, 2022, supplements to the prospectus supplement dated April 18, 2023, June 13, 2023, May 28, 2024 and May 31, 2024. Sales of the Shares through Maxim, if any, will be made by any method that is deemed an "at the market" offering as defined in Rule 415 under the Securities Act, including sales made directly on the Nasdaq Capital Market, or any other existing trading market for the Company's Common Stock or to or through a market marker. Maxim may also sell the Shares by any other method permitted by law, including in privately negotiated transactions. Maxim will also have the right, in its sole discretion, to purchase Shares from the Company as principal for its own account at a price and subject to the other terms and conditions agreed upon at the time of sale. Maxim will use its commercially reasonable efforts, consistent with its sales and trading practices, to solicit offers to purchase the Shares under the terms and subject to the condition set forth in the Equity Distribution Agreement. The Company will pay Maxim commissions, in cash, for its services in acting as agent in the sale of the Shares. In accordance with the Equity Distribution Agreement, Maxim will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds of each sale of Shares. In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel. The Company is not obligated to make any sales of the Shares under the Equity Distribution Agreement and no assurance can be given that the Company will sell any additional Shares under the Equity Distribution Agreement, or if the Company does, as to the price or amount of Shares that it will sell, or the dates on which any such sales will take place. The Equity Distribution Agreement will continue until the earliest of (i) Dec. 31, 2024, (ii) the sale of Shares having an aggregate offering price of approximately $33,800,000, and (iii) the termination by either Maxim or the Company upon the provision of 15 days written notice or otherwise pursuant to the terms of the Equity Distribution Agreement. Warrant Exchange Agreement On May 30, 2024, the Company entered into an exchange agreement with the holder of certain warrants of the Company to purchase shares of Common Stock, which Assumed Warrants were originally issued by XTI Aircraft Company, a wholly owned subsidiary of the Company, and assumed by the Company in connection with the merger of Superfly Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company, with and into XTI Aircraft with XTI Aircraft surviving the merger as a wholly-owned subsidiary of the Company on March 12, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of July 24, 2023 and amended on Dec. 30, 2023 and March 12, 2024, by and among the Company, XTI Aircraft and Merger Sub. Pursuant to the terms of the Warrant Exchange Agreement, the Company issued to the Warrant Holder an aggregate of 112,360 shares of Common Stock in exchange for 192,626 Assumed Warrants, in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act. Following the consummation of the Warrant Exchange, the Assumed Warrants were cancelled and no further shares are issuable pursuant to the Assumed Warrants. Unregistered Sales of Equity Securities On May 30, 2024, the Company entered into an exchange agreement with a holder of shares of the Company's Series 9 Preferred Stock pursuant to which the Company and the holder agreed to exchange 250 shares of Series 9 Preferred Stock with an aggregate stated value of $262,500 for 299,725 shares of Common Stock at an effective price per share of $0.8758. The Company issued the Preferred Exchange Shares to the holder on May 31, 2024, at which time the Preferred Shares were cancelled. The Preferred Exchange Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, on the basis that (a) the Preferred Exchange Shares were issued in exchange for other outstanding securities of the Company; (b) there was no additional consideration delivered by the holder in connection with the exchange; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchange. As of May 31, 2024, after taking into account the issuance of the Warrant Exchange Shares and the Preferred Exchange Shares, the Company has 11,941,121 shares of Common Stock outstanding. About XTI Aerospace XTI Aerospace (formerly Inpixon), is primarily an aircraft development and manufacturing company. The Company also provides real-time location systems ("RTLS") for the industrial sector. Headquartered in Englewood, Colorado, the Company is developing a vertical takeoff and landing aircraft that takes off and lands like a helicopter and cruises like a fixed-wing business aircraft. The Company's initial model, the TriFan 600, is a six-seat aircraft which is intended to provide point-to-point air travel over distances of up to 700 miles, fly at twice the speed of a helicopter and cruise at altitudes up to 25,000 feet. New York-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. XTI AEROSPACE: Unit Signs Letter of Intent With AVX Aircraft ------------------------------------------------------------ XTI Aerospace, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 31, 2024, XTI Aircraft, a wholly owned subsidiary of the Company, entered into a non-binding letter of intent with AVX Aircraft Company, a Maryland corporation, that sets forth the preliminary terms and conditions of a potential definitive agreement between XTI Aircraft and AVX pursuant to which AVX would provide engineering services to support XTI Aircraft's continued development of the TriFan 600 fixed-wing vertical takeoff and landing airplane. AVX is in the business of bringing advanced vertical lift solutions to the civil and military aircraft market and has highly experienced engineers and professionals in the vertical lift environment. No assurances can be made that the XTI Aircraft will successfully negotiate and enter into the Definitive Agreement. About XTI Aerospace XTI Aerospace (formerly Inpixon), is primarily an aircraft development and manufacturing company. The Company also provides real-time location systems ("RTLS") for the industrial sector. Headquartered in Englewood, Colorado, the Company is developing a vertical takeoff and landing aircraft that takes off and lands like a helicopter and cruises like a fixed-wing business aircraft. The Company's initial model, the TriFan 600, is a six-seat aircraft which is intended to provide point-to-point air travel over distances of up to 700 miles, fly at twice the speed of a helicopter and cruise at altitudes up to 25,000 feet. New York-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ZUNIGA 23732: Seeks to Hire Ure Law Firm as Counsel --------------------------------------------------- Zuniga 23732, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Ure Law Firm as counsel. The firm will provide these services: a. advise the Debtor regarding matters of bankruptcy law and concerning the requirement of the Bankruptcy Code, and the Bankruptcy Rules relating to the administration of this case, and the operation of the Debtor's estate as a debtor in possession; b. represent the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; c. assistance in compliance with the requirements of the Office of the United States trustee; d. provide the Debtor legal advices and assistance with respect to the Debtor's powers and duties in the continued operation of the Debtor's business and management of property of the estate; e. assist the Debtor in the administration of the estate's assets and liabilities; f. prepare necessary applications, answers, motions, orders, reports and/or other legal documents on behalf of the Debtor; g. assist in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; h. provide advice, as counsel, concerning the claims of secure and unsecured creditors, prosecutions, and/or defense of all actions; and i. prepare, negotiate, prosecute and attain confirmation of a plan of reorganization. The firm will be paid at these rates: Thomas B. Ure $475 per hour Associates $295 per hour Law clerks/paralegals $195 per hour The firm will be paid a retainer in the amount of $11,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas B. Ure, a partner at Ure Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas B. Ure, Esq. Ure Law Firm 8280 Florence Avenue, Suite 200 Downey, CA 90240 Telephone: (213) 202-6070 Facsimile: (213) 202-6075 Email: tom@urelawfirm.com About Zuniga 23732, LLC Zuniga 23732, LLC in Calabasas, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10704) on April 29, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Roberta Koehl as managing member, signed the petition. URE LAW FIRM serve as the Debtor's legal counsel. [*] Paul Hastings Nabs Team of Top Lawyers From King & Spalding --------------------------------------------------------------- Paul Hastings LLP announced June 3, 2024, that a team of top-tier restructuring, private credit and special situations lawyers has joined the firm across multiple locations. The team joins from King & Spalding LLP and includes Jennifer Daly, who was co-head of the global finance and restructuring practice and previously headed the private credit and special situations practice, Roger Schwartz, Matthew Warren, Christopher Boies, Zachary Cochran, Peter Montoni, Geoffrey King, Lindsey Henrikson, Robert Nussbaum, James Gallagher, and Jack Fitzpatrick. Daly, Schwartz, Boies, Montoni, Nussbaum, Gallagher, and Fitzpatrick will be based in New York; Warren will split time between Chicago, where he will be joined by King and Henrikson, and Houston; and Cochran will work out of the Washington, D.C., and New York offices. Prior to working at King & Spalding, Schwartz and Warren were restructuring partners at Latham & Watkins LLP. Collectively, the team has extensive in-house experience and represents diverse clients ranging from private credit funds and business development companies (BDCs) to banks, financial institutions, and CLOs. The team's experience spans all market cycles and demonstrates an ability to navigate complex financial issues and provide immediate value to clients. "We are incredibly excited about building on our premier restructuring and finance platforms with the addition of one of the leading private credit and special situation groups in the U.S.," said firm Chair Frank Lopez. "Jennifer, Roger, Matt, and the entire team will provide our clients with exceptional talent and reputations that are synergistic with our existing practices and will enable us to gain market share at the top of the market." "The addition of this sophisticated interdisciplinary team deepens our financial restructuring group's capabilities and client base, and further cements our reputation as one of the few truly global destination practices," added Kris Hansen, co-chair of the firm's global financial restructuring group. Chambers-ranked for Banking & Finance, Daly serves as lead counsel for private credit funds, special situation and opportunistic funds, BDCs, hedge funds, and other investment advisors. With a focus on direct lending transactions, she advises financial institutions and borrowers in LBOs, leveraged finance, as well as debtor-in-possession, unitranche, first lien/second lien, and mezzanine financings, rescues, exits, liability management transactions, and other secured and unsecured lending transactions. She also has deep experience working on in-court and out-of-court workouts and restructurings. She previously held senior roles at Bank of America, Merrill Lynch, and Avenue Capital, and was the chief operating officer and chief compliance officer at hedge fund Hunter Peak Investments. "We're excited to join the firm and work across its elite finance, corporate, and restructuring practices," said Daly. "After seeing what's been happening at Paul Hastings, we knew we wanted to be a part of what the firm is building and bring our unique blend of experience to the firm's preeminent practices." Schwartz represents companies, direct lenders, strategic and financial buyers, and investors across a spectrum of restructuring and special situations matters, including Chapter 11 cases, out-of-court restructurings and workouts, and distressed and opportunistic acquisitions, sales and financings. He also advises equity sponsors, portfolio companies, directors, and special committees in connection with liability management transactions and corporate governance issues in distressed, out-of-court situations and transactions. He previously served as senior counsel of workouts at GE Capital. Warren advises clients on restructuring matters with an emphasis on distressed debt and insolvency issues, including Chapter 11 proceedings, distressed acquisitions, out-of-court restructurings, exchange offers, debt-to-equity conversions, rescue financing, and cross-border bankruptcies. Boies concentrates his practice on private credit funds, special situations, opportunistic funds, BDCs, investment and commercial banks, hedge funds, and other investment advisors across the entire life cycle of financing transactions, from structuring and loan origination to in-court and out-of-court restructuring transactions. Cochran represents companies and investors in a variety of capital markets transactions, such as offerings of investment-grade and sustainability-linked bonds, convertible bonds, preferred stock, IPOs, secondary offerings, shelf offerings, tender offers, and liability management transactions. He previously served as a senior corporate counsel at an artificial intelligence software company. Henrikson, King, Montoni, and Nussbaum focus their practices on diverse restructuring matters while Fitzpatrick and Gallagher focus on finance and private credit transactions. The addition of this premier team builds on other prominent moves that have enhanced Paul Hastings' global restructuring platform, including: an elite 18-partner group of financial restructuring lawyers who joined from Stroock & Stroock & Lavan LLP; finance and special situations partner David Hong who joined from Kirkland & Ellis LLP in New York; in London, partners Will Needham, Helena Potts, and Tom McKay, who joined from KKR and Shearman & Sterling, respectively, and Caroline Texier from DLA Piper in Paris. The firm's restructuring practice won three "Deal of the Year" accolades at M&A Advisor's 2024 Turnaround Awards and advised on five matters recognized by Turnarounds & Workouts as "Successful Restructurings of 2023." It advises on many of the world's most complex, high-profile matters, such as representing the Official Committee of Unsecured Creditors in the Chapter 11 proceedings for FTX and WeWork Inc., and advising lenders in the $1.2 billion in-court restructuring of Pennsylvania Real Estate Investment Trust (PREIT) and the $4.3 billion out-of-court restructuring of Travelport. Paul Hastings has also recently added top-tier talent in other areas, as it is quickly becoming one of the premier global platforms in leveraged finance and private credit, advising virtually every leading investment bank and direct lender in the world. Additions to the finance practice include a Band 1 finance team in Texas; a premier three-partner finance group from Cahill Gordon & Reindel LLP; elite New York finance partner Morgan Bale, Stephen Gruendel, and, in London, Patrick Bright and a Band 1 high-yield team joining forces with a Band 1 finance team from Latham & Watkins LLP. In 2024, the firm's global finance practice has advised Blue Owl, Blackstone, and Ares in the $6.9 billion Take-Private of Squarespace; Goldman Sachs in Thoma Bravo's $5.3 Billion Acquisition of Darktrace; the financing sources on the $5.6 billion financing of KKR's investment in Cotiviti; the lead arrangers in connection with a $1.465 billion refinancing of Wood Mackenzie's credit facilities; and the financing sources on the $1.45 billion financing in connection with Partners Group's acquisition of The Rosen Group. Paul Hastings earned "Americas Law Firm of the Year - Transactions" at the 2023 Private Debt Investor (PDI) Global Awards and the "Team of the Year: Loans" award at the IFLR Europe Awards 2024 for the second consecutive year. About Paul Hastings With widely recognized elite teams in finance, mergers & acquisitions, private equity, restructuring and special situations, litigation, employment, and real estate, Paul Hastings is a premier law firm providing intellectual capital and superior execution globally to the world's leading investment banks, asset managers, and corporations. On the Web: http://www.paulhastings.com/ [*] Tom Panoff Joins Sheppard Mullin's Business Trial Practice -------------------------------------------------------------- Sheppard, Mullin, Richter & Hampton LLP on May 21 disclosed that partner Tom Panoff has joined the firm's Business Trial practice group in Chicago. Mr. Panoff joins from Mayer Brown LLP where he was a partner and leader of the firm's antitrust financial services and insurance industry team and co-leader of the banking and finance litigation group. Panoff is the fifth partner to join in Chicago this year. Mr. Panoff's national practice focuses on complex commercial and antitrust litigation involving financial services, fintech, alternative investment funds and multinational companies. He also frequently conducts internal investigations for companies and boards of directors. Panoff regularly appears before trial and appellate courts across the country, having led litigation and investigations in over 30 states. "Tom is a sophisticated trial lawyer with an impressive roster of clients," said Luca Salvi, chair of Sheppard Mullin. "We have been looking to expand our litigation practice in Chicago, and his skills, experience and reputation in the city among financial institutions make him another key addition to our firm." Sascha Henry, co-leader of Sheppard Mullin's Business Trial practice group, added, "Tom's reputation in the legal community and among sophisticated financial clients precedes him and will help us strategically expand our litigation practice regionally and nationally." Mr. Panoff has advised leading financial institutions, fintechs, mortgage lenders and alternative investment funds in some of their most complex and high-profile litigation, including class actions, multidistrict litigation, RICO, conspiracy, fraud, false claims, securitization, bankruptcy and discrimination matters. His antitrust practice includes representation of financial services, private equity, hedge fund, healthcare, chemical, pharmaceutical, steel, automotive and consumer goods companies in claims involving alleged price fixing, market allocation, attempted monopolization and tying. Mr. Panoff earned his B.B.A. from the University of Michigan, his J.D. from Harvard Law School and his LL.M. from Cambridge University. He served as a law clerk to Michigan Supreme Court Justice Robert P. Young, Jr. from 2004-2005. He has served on the Board of Directors for the Chicago Bar Foundation since 2017 and will serve as its President starting in 2025. About Sheppard Mullin's Business Trial Practice Group Litigation has been a core part of Sheppard Mullin since 1927. Our Business Trial practice today consists of approximately 250 attorneys globally. Sheppard Mullin litigators possess exceptional trial and appellate skills, in-depth knowledge of state and federal courts at all levels, and practical business judgment, all of which contribute to our consistent delivery of cost-effective results. Our litigators represent clients in a broad spectrum of industries such as computers and information technology, financial services, aerospace, manufacturing, entertainment, transportation, communications, pharmaceuticals, advertising, print and broadcast media, franchising, petroleum production and refining, real estate, insurance, construction, and food and beverage manufacturing, among others. About Sheppard, Mullin, Richter & Hampton LLP Sheppard, Mullin, Richter & Hampton LLP, often abbreviated as Sheppard Mullin, is an international law firm headquartered in Los Angeles, California. The firm has over 1,000 attorneys located in North America, Europe, and Asia. [] Bankruptcy Filings in Colorado Rise 51% in April 2024 -------------------------------------------------------- BizWest reports that Colorado bankruptcy filings surged 51% in April compared with the same period in 2023, reaching their highest level since March 2020 but still well below historic norms. The state recorded 785 bankruptcy filings during April, compared with 520 in April 2023, according to a BizWest analysis of U.S. Bankruptcy Court data. Numbers cited include all new filings, including open, closed and dismissed cases. Colorado recorded 639 bankruptcy filings in March 2024. Filings in March 2020 totaled 910. Pre-pandemic, the state recorded 1,188 bankruptcy filings in April 2019. Individual bankruptcy filings totaled 774 in April 2024, with 11 business filings, compared with 513 individual and seven business filings in April 2023. April filings increased in Boulder, Broomfield, Larimer and Weld counties. Boulder County recorded 26 bankruptcy filings in April, up 4% from 25 a year ago. Boulder County recorded 26 bankruptcy filings in March 2024. Broomfield recorded 10 bankruptcy filings in April, up from two in April 2023. Broomfield recorded seven bankruptcy filings in March 2024. Larimer County filings totaled 53 in April, up 77% from 30 the prior year. Larimer recorded 37 bankruptcy filings in March 2024. Weld County bankruptcy filings totaled 66 in April, up 74% from 38 a year ago. Weld recorded 48 bankruptcy filings in March 2024. April's filings included: * Grauberg Trucking LLC of La Salle, listing assets of $50,000 to $100,000 and liabilities of $100,001 to $500,000. Case No. 24-11522-MER, U.S. Bankruptcy Court in Denver. * Greeley Flats DST of Greeley, listing assets and liabilities of $10,000,001 to $50,000,000. Case No. 24- 11573-KHT, U.S. Bankruptcy Court in Denver. * Tonle Inc. of Boulder, listing assets of $0 to $50,000 and liabilities of $500,001 to $1 million. Case No. 24- 11558-JGR, U.S. Bankruptcy Court in Denver. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 99 ACQUISITION G NNAGU US 78.5 (2.9) (0.9) ABEONA THERAPEUT ABEO US 74.8 (8.9) 54.8 AEMETIS INC AMTX US 242.2 (232.1) (85.0) AGENUS INC AGEN US 256.6 (190.3) (195.7) ALCHEMY INVESTME ALCYU US 122.6 (5.5) (0.5) ALCHEMY INVESTME ALCY US 122.6 (5.5) (0.5) ALNYLAM PHARMACE ALNY US 3,824.4 (219.3) 2,046.9 ALTRIA GROUP INC MO US 36,475.0 (5,064.0) (5,737.0) AMC ENTERTAINMEN AMC US 8,538.7 (2,031.0) (590.0) AMERICAN AIRLINE AAL US 64,384.0 (5,500.0) (10,451.0) AMNEAL PHARM INC AMRX US 3,456.4 (16.6) 545.7 AON PLC-CLASS A AON US 40,767.0 (28.0) 6,786.0 APPIAN CORP-A APPN US 595.4 (9.7) 96.0 AULT DISRUPTIVE ADRT US 1.0 (5.0) (2.4) AULT DISRUPTIVE ADRT/U US 1.0 (5.0) (2.4) AUTOZONE INC AZO US 17,108.4 (4,837.3) (1,903.1) AVIS BUDGET GROU CAR US 33,528.0 (508.0) (741.0) BATH & BODY WORK BBWI US 5,463.0 (1,626.0) 826.0 BAUSCH HEALTH CO BHC US 26,913.0 (174.0) 991.0 BAUSCH HEALTH CO BHC CN 26,913.0 (174.0) 991.0 BELLRING BRANDS BRBR US 765.0 (247.7) 340.2 BEYOND MEAT INC BYND US 735.0 (561.4) 257.7 BIOCRYST PHARM BCRX US 467.9 (476.9) 327.2 BIOTE CORP-A BTMD US 160.1 (44.9) 90.3 BOEING CO/THE BA US 134,484 (17,016.0) 13,274.0 BOMBARDIER INC-A BBD/A CN 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-A BDRAF US 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-B BBD/B CN 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-B BDRBF US 12,822.0 (2,154.0) 184.0 BOOKING HOLDINGS BKNG US 27,728.0 (4,052.0) 3,644.0 BRIDGEBIO PHARMA BBIO US 849.3 (1,036.9) 641.9 BRIDGEMARQ REAL BRE CN 181.1 (62.3) (86.2) BRIGHTSPHERE INV BSIG US 544.9 (10.2) - BRINKER INTL EAT US 2,495.7 (46.7) (408.2) CALUMET SPECIALT CLMT US 2,731.6 (284.1) (12.7) CARDINAL HEALTH CAH US 45,880.0 (3,262.0) (572.0) CARTESIAN THERAP RNAC US 325.2 (116.8) 74.5 CARVANA CO CVNA US 6,983.0 (311.0) 1,958.0 CEDAR FAIR LP FUN US 2,264.3 (730.9) (234.1) CHENIERE ENERGY CQP US 17,497.0 (822.0) (1,845.0) CHILDREN'S PLACE PLCE US 800.3 (9.0) (164.3) COMMUNITY HEALTH CYH US 14,417.0 (878.0) 1,039.0 COMPOSECURE IN-A CMPO US 213.6 (197.4) 108.4 CONDUIT PHARMACE CDT US 4.9 (3.1) 1.2 CONSENSUS CLOUD CCSI US 620.8 (151.8) 24.5 CONX CORP CONXU US 22.0 (18.1) (4.0) CONX CORP-A SHRS CNXX US 22.0 (18.1) (4.0) COOPER-STANDARD CPS US 1,844.4 (123.8) 233.5 CORE SCIENTIFIC CORZ US 814.0 (318.5) 5.2 CORNER GROWTH AC COOLU US 3.8 (11.5) (5.0) CORNER GROWTH AC COOL US 3.8 (11.5) (5.0) CPI CARD GROUP I PMTS US 319.8 (48.5) 106.9 CROSSAMERICA PAR CAPL US 1,179.5 (1.8) (36.6) CYTOKINETICS INC CYTK US 808.1 (396.2) 549.8 DELEK LOGISTICS DKL US 1,654.4 (42.5) 48.3 DELL TECHN-C DELL US 80,190.0 (2,723.0) (13,107.0) DENNY'S CORP DENN US 460.4 (55.7) (55.0) DIGITALOCEAN HOL DOCN US 1,485.6 (286.1) 326.9 DINE BRANDS GLOB DIN US 1,695.2 (244.8) (92.8) DOMINO'S PIZZA DPZ US 1,744.7 (4,008.3) 384.9 DOMO INC- CL B DOMO US 204.4 (163.5) (94.0) DROPBOX INC-A DBX US 2,797.7 (277.2) 172.4 EMBECTA CORP EMBC US 1,199.6 (769.6) 399.6 ETSY INC ETSY US 2,497.7 (583.8) 839.3 FAIR ISAAC CORP FICO US 1,703.1 (735.7) 326.4 FERRELLGAS PAR-B FGPRB US 1,621.0 (193.3) 215.7 FERRELLGAS-LP FGPR US 1,621.0 (193.3) 215.7 FOGHORN THERAPEU FHTX US 255.0 (97.5) 159.5 FORTINET INC FTNT US 7,662.1 (137.5) 759.3 GCM GROSVENOR-A GCMG US 497.3 (100.9) 84.5 GCT SEMICONDUCTO GCTS US 35.8 (62.4) (39.8) GLOBAL PARTNER A GPACU US 20.3 (1.2) (9.9) GLOBAL PARTNER-A GPAC US 20.3 (1.2) (9.9) GOAL ACQUISITION PUCKU US 4.0 (10.4) (12.7) GRINDR INC GRND US 437.7 (22.0) 5.4 H&R BLOCK INC HRB US 3,213.3 (129.8) 21.8 HAWAIIAN HOLDING HA US 3,790.9 (40.2) (141.3) HERBALIFE LTD HLF US 2,647.0 (1,036.6) 281.5 HERON THERAPEUTI HRTX US 217.9 (33.8) 110.5 HILTON WORLDWIDE HLT US 15,932.0 (2,817.0) (591.0) HP INC HPQ US 37,433.0 (916.0) (6,246.0) ILEARNINGENGINES AILE US 111.8 (47.1) 39.8 IMMUNITYBIO INC IBRX US 400.7 (691.0) 142.0 INSEEGO CORP INSG US 122.1 (105.6) 3.6 INSMED INC INSM US 1,159.1 (464.8) 337.9 INSPIRED ENTERTA INSE US 331.1 (81.2) 50.0 INTUITIVE MACHIN LUNR US 170.8 (43.9) 10.9 IRONWOOD PHARMAC IRWD US 438.8 (330.5) (44.3) JACK IN THE BOX JACK US 2,899.0 (702.6) (245.4) LAMAR ADVERTIS-A LAMR US 6,525.1 (616.5) (340.7) LESLIE'S INC LESL US 1,095.2 (231.0) 191.5 LINDBLAD EXPEDIT LIND US 868.0 (116.5) (71.0) LIONS GATE ENT-B LGF/B US 7,092.7 (187.2) (2,528.6) LIONS GATE-A LGF/A US 7,092.7 (187.2) (2,528.6) LOWE'S COS INC LOW US 45,365.0 (14,606.0) 3,244.0 MADISON SQUARE G MSGS US 1,388.5 (294.0) (275.9) MADISON SQUARE G MSGE US 1,458.6 (94.6) (295.0) MANNKIND CORP MNKD US 480.9 (230.0) 283.2 MARBLEGATE ACQ-A GATE US 7.1 (15.4) (0.3) MARRIOTT INTL-A MAR US 25,756.0 (1,616.0) (4,720.0) MARTIN MIDSTREAM MMLP US 512.1 (61.5) 23.0 MATCH GROUP INC MTCH US 4,403.5 (107.7) 731.0 MBIA INC MBI US 2,488.0 (1,723.0) - MCDONALDS CORP MCD US 53,513.0 (4,833.0) (829.0) MCKESSON CORP MCK US 67,443.0 (1,599.0) (4,387.0) MEDIAALPHA INC-A MAX US 153.0 (89.4) (0.7) METASPHERE LABS LABZ CN 1.1 (1.3) (1.5) METTLER-TOLEDO MTD US 3,283.1 (158.7) 79.2 MSCI INC MSCI US 5,478.6 (650.5) (4.0) NATHANS FAMOUS NATH US 42.9 (35.0) 21.1 NEW ENG RLTY-LP NEN US 385.7 (65.4) - NOVAGOLD RES NG CN 126.9 (16.1) 118.1 NOVAGOLD RES NG US 126.9 (16.1) 118.1 NOVAVAX INC NVAX US 1,353.5 (867.1) (77.3) NUTANIX INC - A NTNX US 2,774.9 (619.5) 955.7 O'REILLY AUTOMOT ORLY US 14,213.1 (1,391.2) (2,288.7) ODYSSEY MARINE OMEX US 20.6 (91.1) (30.2) OMEROS CORP OMER US 437.5 (71.3) 221.9 OTIS WORLDWI OTIS US 9,791.0 (4,816.0) (180.0) OUTLOOK THERAPEU OTLK US 59.0 (134.2) 3.7 PAPA JOHN'S INTL PZZA US 847.2 (445.5) (56.7) PELOTON INTERA-A PTON US 2,408.5 (590.4) 675.5 PETRO USA INC PBAJ US 0.0 (0.2) (0.2) PHATHOM PHARMACE PHAT US 356.5 (148.5) 296.9 PHILIP MORRIS IN PM US 65,315.0 (8,563.0) (1,294.0) PITNEY BOWES INC PBI US 4,103.0 (392.4) (43.3) PLANET FITNESS-A PLNT US 2,992.8 (99.2) 274.3 PROS HOLDINGS IN PRO US 407.9 (84.0) 34.0 PTC THERAPEUTICS PTCT US 1,789.6 (893.9) 594.2 RAPID7 INC RPD US 1,488.5 (86.4) 101.8 RDE INC RSTN US 1.8 (3.2) (4.0) RE/MAX HOLDINGS RMAX US 566.7 (77.9) 30.9 REALREAL INC/THE REAL US 431.6 (327.1) 31.6 RED ROBIN GOURME RRGB US 717.1 (29.1) (104.4) REDFIN CORP RDFN US 1,071.1 (5.8) 93.8 RH RH US 4,143.9 (297.4) 229.0 RINGCENTRAL IN-A RNG US 1,873.1 (322.9) 67.0 RMG ACQUISITION RMGUF US 7.0 (11.0) (7.5) RMG ACQUISITION RMGCF US 7.0 (11.0) (7.5) SABRE CORP SABR US 4,737.8 (1,416.2) 334.1 SBA COMM CORP SBAC US 9,995.3 (5,186.2) (1,965.7) SCOTTS MIRACLE SMG US 3,924.2 (250.9) 874.8 SEAGATE TECHNOLO STX US 7,096.0 (1,889.0) (447.0) SEMTECH CORP SMTC US 1,373.7 (307.2) 317.0 SIX FLAGS ENTERT SIX US 2,737.9 (457.4) (449.9) SLEEP NUMBER COR SNBR US 908.5 (445.9) (725.1) SOLARMAX TECHNOL SMXT US 54.7 (0.6) (9.1) SPIRIT AEROSYS-A SPR US 6,764.5 (1,113.8) 1,240.5 SQUARESPACE IN-A SQSP US 965.5 (266.3) (183.6) STARBUCKS CORP SBUX US 29,363.2 (8,442.2) (1,063.9) SYMBOTIC INC SYM US 1,588.0 413.6 392.9 SYNDAX PHARMACEU SNDX US 543.0 (482.9) 403.1 TORRID HOLDINGS CURV US 476.9 (211.7) (53.0) TPI COMPOSITES I TPIC US 745.9 (184.1) 70.6 TRANSAT A.T. TRZ CN 2,786.1 (840.2) (209.0) TRANSDIGM GROUP TDG US 21,577.0 (3,022.0) 6,047.0 TRAVEL + LEISURE TNL US 7,023.0 (925.0) 975.0 TRINSEO PLC TSE US 2,989.4 (348.0) 464.7 TRISALUS LIFE SC TLSI US 17.9 (34.9) (1.2) TRIUMPH GROUP TGI US 1,686.3 (104.4) 583.1 TRULEUM INC TRLM US 2.0 (2.7) (3.3) TUCOWS INC-A TC CN 780.3 (15.9) 5.7 TUCOWS INC-A TCX US 780.3 (15.9) 5.7 UNISYS CORP UIS US 1,890.5 (144.8) 330.1 UNITED HOMES GRO UHG US 298.6 (31.2) 195.9 UNITED PARKS & R PRKS US 2,625.0 (208.2) (20.7) UNITI GROUP INC UNIT US 4,984.6 (2,477.5) - UROGEN PHARMA LT URGN US 200.6 (40.1) 170.4 VECTOR GROUP LTD VGR US 1,017.3 (739.1) 376.8 VERISIGN INC VRSN US 1,727.8 (1,635.7) (225.6) WAYFAIR INC- A W US 3,240.0 (2,825.0) (437.0) WINGSTOP INC WING US 412.3 (434.4) 92.0 WINMARK CORP WINA US 38.3 (52.6) 11.9 WORKIVA INC WK US 1,201.9 (83.2) 530.1 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WYNN RESORTS LTD WYNN US 13,470.7 (946.4) 1,137.8 XPONENTIAL FIT-A XPOF US 508.4 (91.5) (4.6) YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0) YUM! BRANDS INC YUM US 6,224.0 (7,756.0) 586.0 ********* 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 ***