/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240605.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 5, 2024, Vol. 28, No. 156 Headlines 301 W NORTH: Wins Cash Collateral Access Thru June 26 384 SOUTH: Claims Will be Paid from Property Sale/Refinance 5280 AURARIA: Wins Cash Collateral Access Thru June 30 A ALL-SAFE: Unsecureds Will Get 27% of Claims over 60 Months A.R.D. MARKETING: Hires Margulies Faith as Bankruptcy Counsel ACCELERATION EDUCATIONAL: Richard Cook Named Subchapter V Trustee ACCELERATION EDUCATIONAL: Taps Ayers & Haidt as Legal Counsel ACRISURE LLC: Moody's Affirms 'B3' CFR, Outlook Stable ACRISURE LLC: S&P Assigns 'B' Rating on New $1,375MM Term Loan B-6 AIR INDUSTRIES: Amends Loan Agreement With Webster Bank AMERICAN DENTAL: Seeks Cash Collateral Access AMERIFIRST FINANCIAL: Seeks to Extend Plan Exclusivity to Aug. 19 APPTECH PAYMENTS: All Five Proposals Passed at Annual Meeting AQUA METALS: Financial Strain Raises Going Concern Doubt ASSETS HOLDING: Seeks to Hire Baker & Associates as Legal Counsel AVALON GLOBOCARE: Incurs $1.37 Million Net Loss in First Quarter BAR 13: Seeks Cash Collateral Access BCPE EMPIRE: Moody's Affirms 'B3' CFR, Outlook Remains Stable BEECH TREE: Seeks Cash Collateral Access BELDEN INC: Moody's Affirms 'Ba2' CFR, Outlook Stable BEST HOME: Hires Gregory K. Stern, P.C. as Bankruptcy Counsel BIT MINING: MaloneBailey Raises Going Concern Doubt BLU PRINT: Seeks to Sell Birmingham Property to KSA Group BMC3 HOME: Unsecureds to Get 100 Cents on Dollar in Plan BREWSTER PLASTICS: Case Summary & 14 Unsecured Creditors BUCKEYE PARTNERS: Moody's Alters Outlook on 'Ba3' CFR to Positive CASA SYSTEMS: Unsecureds to Recover 8% to 25% in Liquidating Plan CAZOO GROUP: To Seek Shareholder Approval of Company Winding Up CEDAR CIRCLE: Case Summary & Five Unsecured Creditors CENTRAL LOAN: Asks Court to Approve Bid Rules for Sale of Assets CHARGE ENTERPRISES: Bankruptcy Spurs Probe, Securities Class Suits CHEMOURS CO: Moody's Confirms 'Ba3' CFR & Alters Outlook to Stable CHICKEN SOUP: Star Mountain Marks $6.3MM Loan at 52% Off CHPPR MIDCO: S&P Assigns Final 'B-' ICR, Outlook Negative CITY TRUST: Seeks to Hire Payton & Associates as Special Counsel CLEARSIGN TECHNOLOGIES: Provides First Quarter 2024 Update CMM MINEOLA: Voluntary Chapter 11 Case Summary COLUMBUS MCKINNON: Moody's Affirms 'Ba3' CFR, Outlook Stable CONCRETE SOLUTIONS: Court OKs Cash Collateral Access on Final Basis CONGREGATION BNAI: Seeks Court Nod to Sell Murrieta Property D&D TRANS: Robert Handler Named Subchapter V Trustee D.A. BEEC-007: Case Summary & Three Unsecured Creditors DACO FIRE: Seeks to Hire Barron & Newburger as Bankruptcy Counsel DANIEL J. WALLACE MD: Case Summary & 12 Unsecured Creditors DAVE & BUSTER: S&P Alters Outlook to Positive, Affirms 'B' ICR DIOCESE OF OGDENSBURG: Seeks to Extend Plan Exclusivity to Oct. 11 DISTINCTIVE CORP: Seeks to Tap Crowder Law Center as Legal Counsel EFS PARLIN: Seeks to Extend Plan Exclusivity to August 22 FAMULUS HEALTH: Case Summary & Six Unsecured Creditors FARDAD LLC: Case Summary & Four Unsecured Creditors FARM BUREAU: A.M. Best Cuts Financial Strength Rating to B(Fair) FAST FLOW: Wins Cash Collateral Access on Final Basis FAXON ENTERPRISES: Hires Quinn & Associates as Financial Advisor FILTRATION GROUP: Moody's Affirms 'B3' CFR, Outlook Stable FORTREA HOLDINGS: S&P Alters Outlook to Negative, Affirms 'BB' ICR FORTRESS TRANSPORTATION: S&P Rates Senior Unsecured Notes 'B+' FTX TRADING: Settles With IRS on $24 Billion Tax Claims FULTON MERCER: Seeks Approval to Hire Ray CPA as Accountant GALAXY NEXT: Hires GGG Partners as Management Service Provider GALAXY NEXT: Hires Scroggins & Williamson P.C. as Counsel GALLERIA 2425: Trustee Gets Court Nod to Sell Sonder Claims GLENDA SWARTZ: Seeks to Hire Hurley Law as Bankruptcy Counsel GP INC: Owner to Fund Sushi Ronin's Chapter 11 Plan GREGORIAN DEVELOPMENT: Taps RHM Law LLP as Bankruptcy Counsel GTCR EVEREST: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable HARDING HOUSE: Timothy Stone of Newpoint Named Subchapter V Trustee HARRAH LAND: Seeks to Hire Riggs Abney Neal as Bankruptcy Counsel HAZEL TECHNOLOGIES: Case Summary & 30 Largest Unsecured Creditors HEALTHLYNKED CORP: Financial Struggles Raise Going Concern Doubt HEART HEATING: Hires Allen Vellone Wolf as Bankruptcy Counsel HELIUS MEDICAL: Schedules Annual Meeting for June 27 HEYWOOD HEALTHCARE: Hires Stretto Inc as Administrative Advisor HH MASTERWORK: Star Mountain Marks $2.06MM Loan at 39% Off HOMETOWN LENDERS: Case Summary & 40 Largest Unsecured Creditors HOMETOWN LENDERS: Files for Chapter 11 After Shutting Business HOSPITALITY HOLDING: Hires Sheehan & Ramsey as Legal Counsel HOTOPP PROPERTIES: Court OKs Cash Collateral Access Thru June 30 INOTIV INC: Raises Going Concern Doubt Amid Financial Strain INVITAE CORPORATION: Seeks to Extend Plan Exclusivity to Oct. 10 IYS VENTURES: Wins Cash Collateral Access Thru July 27 JACON LLC: Court OKs Cash Collateral Access Thru July 31 JOONKO DIVERSITY: Hires BMC Group as Administrative Advisor JOONKO DIVERSITY: Seeks to Hire McDermott Will & Emery as Counsel JUN ENTERPRISE: Linda Leali Named Subchapter V Trustee KCIBT HOLDINGS: Moody's Withdraws 'Caa3' Corporate Family Rating KDJJ ENTERPRISES: Gets OK to Tap Keery McCue as Substitute Counsel KOGV LLC: Seeks to Hire Dahiya Law Offices as Bankruptcy Counsel LAVIE CARE: Healthcare Services Responds to Chapter 11 Filing LAVIE CARE: Omega Commits $10MM to Fund Half of DIP Financing LEFT TURN: Gets Court Nod to Sell American Fork Property LSF11 A5: S&P Rates $794MM Secured Term Loan For Refinancing 'B' LUCENA DAIRY: Court OKs Cash Collateral Access Thru June 30 LUGG INC: William Homony Named Subchapter V Trustee LVPR LLC: Seeks to Hire Tittle Law Group as Bankruptcy Counsel M&G TRANSPORTATION: Katharine Clark Named Subchapter V Trustee MAMBA PURCHASER: Moody's Affirms B3 CFR & Cuts 1st Lien Loans to B3 MARINE ELECTRIC: Court OKs Interim Cash Collateral Access MASTERWORK ELECTRONICS: Star Mountain Marks $8.8MM Loan at 20% Off MEDI-WHEELS: Maria Yip of Yip Associates Named Subchapter V Trustee MEDLINE BORROWER: Moody's Rates $1BB Incremental USD Term Loan Ba3 MEDLINE BORROWER: S&P Rates First-Lien Incremental Term Loans 'B+' MENO ENTERPRISES: Court OKs Cash Collateral Access on Final Basis METAVINE INC: Asks Court to Approve Bid Rules for Asset Sale MILLENKAMP CATTLE: Seeks to Hire Summit Ag Appraisal as Appraiser MIR SCIENTIFIC: Gets OK to Tap Emerald Capital as Valuation Advisor MPUSA LLC: Star Mountain Marks $4.2MM Loan at 45% Off MT DISTILLERY: Gets OK to Tap Shimanek Law as Bankruptcy Counsel MY SIZE: Losses Raise Going Concern Doubt MYRTLE HOMOSASSA: Seeks to Hire Bay Street Commercial as Broker NANOVIBRONIX INC: Recurring Losses Raise Going Concern Doubt NEPHRITE FUND: Seeks to Tap Carmody MacDonald as Bankruptcy Counsel NEVER SLIP: Seeks to Hire KPMG LLP to Provide Tax Services NEW CENTURY: Sale of Stoneybrook Subdivision to Winning Bidder OK'd NEW RUE21: Committee Taps Lowenstein Sandler as Legal Counsel NOVABAY PHARMACEUTICALS: All Proposals Approved at Annual Meeting NOVABAY PHARMACEUTICALS: Receives Noncompliance Notice From NYSE NUR HOME: Court OKs Cash Collateral Access Thru June 30 OLYMPUS WATER: Moody's Affirms 'B3' CFR & Rates New Loans 'B3' ONCOCYTE CORP: Losses Raise Going Concern Doubt ONE PAY CLOUD: Receivables & Licensing Agreements to Fund Plan OVG BUSINESS: Moody's Assigns First Time 'B2' Corp. Family Rating PARK 151 CS: Seeks to Hire Riggs Abney Neal as Bankruptcy Counsel PARKER ESTATES: Richard Furtek Named Subchapter V Trustee PEGRUM CREEK: Case Summary & Six Unsecured Creditors PIONEER POWER: Receives Notification of Delinquency from Nasdaq PLANTATION JEWELERS: L. Todd Budgen Named Subchapter V Trustee POET TECHNOLOGIES: Announces Amendment and Acceleration of Warrants PRIMARY PRODUCTS: Moody's Cuts CFR to B2 & Alters Outlook to Stable PRIORITY MEDICAL: Gets OK to Hire David Johnston as Legal Counsel PROPERTY ADVOCATES: Gets OK to Hire Michael Goldberg as Counsel R&LS INVESTMENTS: Hires Zelms Erlich Lenkov as Special Counsel RED LOBSTER: U.S. Trustee Appoints Creditors' Committee RELIABLE HEALTHCARE: Seeks to Tap Robert Cornish as Special Counsel REPIDA INC: Robert Handler Named Subchapter V Trustee RMB MARINE: Seeks to Hire M&E Partners LLC as Broker ROMANCE WRITERS: Wins Interim Cash Collateral Access ROOFSMITH RESTORATION: Seeks to Hire Brouse McDowell as Counsel SANTOS RANCH: Hires Arizmendi Law Firm as Insolvency Counsel SARC TN: Seeks to Hire Desai Law Firm as Bankruptcy Counsel SCORPIUS HOLDINGS: Incurs $4.66 Million Net Loss in First Quarter SHIFT TECHNOLOGIES: Court OKs Sale of IT Assets for $70K SKYBELL TECH: Star Mountain Marks $4.6MM Loan at 50% Off SOBR SAFE: Recurring Losses Raise Going Concern Doubt SOUND INPATIENT: S&P Lowers ICR to 'D' on Distressed Debt Exchange SPECTRUM BRANDS: S&P Upgrades ICR to 'B+' on Early Tender Offer STARCO BRANDS: Enters Into $12.5M Revolving Loan Agreement SUPERIOR READY: Gets OK to Tap James S. Wilkins as Legal Counsel SUPPLY CHAIN: Hires Kurtzman Carson as Claims and Noticing Agent SUPPLY SOURCE: Asks Court to Approve Bid Rules for Asset Sale TADA VENTURES: Seeks to Hire Larry A. Vick as Bankruptcy Counsel TBOTG DEVELOPMENT: Seeks to Hire Kell C. Mercer as Legal Counsel TECHNIMARK HOLDINGS: Moody's Rates Extended 1st Lien Loans 'B2' TECHNIMARK HOLDINGS: S&P Rates New Incremental Term Loan B 'B-' TELEPHONE AND DATA: Fitch Puts 'BB+' LongTerm IDR on Watch Negative TELLURIAN INC: Aethon to Buy Integrated Upstream Assets for $260M TERRAFORM LABS: Seeks to Extend Plan Exclusivity to Sept. 17 TIJUANA FLATS: Gets OK to Tap Thames | Markey as Bankruptcy Counsel TIPPETT STUDIO: Hires Kornfield Nyberg as Bankruptcy Counsel TOMMY'S FORT WORTH: Hires Omni Agent Solutions as Claims Agent TRANSCENDIA HOLDINGS: S&P Withdraws 'CCC-' Issuer Credit Rating UNIVERSAL-1 IMPORTS: Court OKs Cash Collateral Access Thru July 31 USBID INC: 96% Markdown for $7.1MM Star Mountain Loan VALOR AMMUNITION: Hires Brian D. Johnson PC as Bankruptcy Counsel VICTORY CLEAN: Accell Audit & Compliance Raises Going Concern Doubt VICTORY TRANSPORTATION: Seeks Cash Collateral, DIP Loan VILLAGE OF GERMANTOWN: Fitch Affirms 'BB-' IDR, Outlook Stable VISTAGEN THERAPEUTICS: Stockholders Approve 2019 Plan Amendments VOLUME INDUSTRIES: Seeks Court Nod to Sell Equipment WFO LLC: Seeks to Hire James S. Wilkins as Bankruptcy Counsel YUNHONG GREEN: Faces Nasdaq Non-Compliance Over 10-Q Filing Delay ZAC PRUETT: Hires Jennings Business Services as Accountant ZION OIL: Starts Recompletion Operations for MJ-01 Well in Israel [*] May Small Business Filings Increase 53% From 2023 [] Robert Stewart Joins Kramer Levin's Special Situations Practice ********* 301 W NORTH: Wins Cash Collateral Access Thru June 26 ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized 301 W North Avenue, LLC to continue using the cash collateral of BDS III Mortgage Capital G LLC up to $30,000, on an interim basis, in accordance with the budget, with a 10% variance, through June 26, 2024. As previously reported by the Troubled Company Reporter, the Debtor requires the use of BDS's cash collateral in order to maintain the value of the Real Estate and to continue its related business operations pending the confirmation of a Chapter 11 plan. On June 12, 2023, the Debtor entered into a Property Management Agreement with Daniel Management Group, Inc. for the non-exclusive management of the Debtor's Property. To re-finance the debt incurred in connection with the purchase and construction of the Real Estate, the Debtor obtained financing from BDS Mortgage Capital J, LLC, a Delaware Limited liability company pursuant to the following documents, as amended: a. Promissory Note, dated September 23, 2020, by Debtor in favor of Original Lender, in the original principal amount of $26 million; b. Loan Agreement, dated September 23, 2020, between Debtor and Original Lender; and c. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated September 23, 2020, granted by Debtor in favor of the Original Lender, and recorded against the Real Estate on or about October 14, 2020. The Original Lender assigned its interest in the Loan Documents to BDS. As of December 1, 2023, BDS asserted that the total amount due and owing under the Loan Documents was $28.5 million. The Debtor believes that BDS will assert that its claims are secured by perfected, valid and enforceable liens on the Real Estate and the rents and other income that it generates. The Debtor concedes that BDS has a perfected and enforceable lien upon rents collected post-petition, BDS does not have a lien upon the Pre-Petition Cash. A status hearing on the matter is set for June 26 at 5 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Ytkuhb from PacerMonitor.com. The Debtor projects total budgeted operating expenses, on a monthly basis, as follows: $127,820 for June 2024; $132,914 for July 2024; and $317,452 for August 2024. About 301 W North Avenue, LLC 301 W North Avenue, LLC is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-02741) on February 27, 2024. In the petition signed by F. Martin Paris, Jr., president of MK Manager Corp. as manager of Debtor, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. Robert Glantz Much Shelist, P.C., Esq. at MUCH SHELIST PC, represents the Debtor as legal counsel. 384 SOUTH: Claims Will be Paid from Property Sale/Refinance ----------------------------------------------------------- 384 South 5th LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement describing Plan of Reorganization dated May 14, 2024. On or In or around September 2019, the Debtor acquired real property located at 384 South 5th Street, Brooklyn, NY 11211 (the "Property"). The Property consists of a mixed-use duplex. Historically, the Property has been utilized as a two-family unit, with one of the units being operated as an Airbnb. Presently, the Property is occupied by an individual who has been residing there without payment of rent to the Debtor. To help finance the acquisition of the Property, on September 4, 2019, the Debtor executed a certain Amended, Restated and Consolidated Commercial Promissory Note (as assigned to Toorak Capital Partners, LLC and amended from time to time) (the "Note") in the principal amount of $1,800,000.00, in favor of Envision Funded LLC, the original lender. In order to protect and preserve the Debtor's interests, the Debtor filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Eastern District of New York, on February 14, 2024 to preserve its equity in the Property, give it a reasonable opportunity to refinance the Property, adjudicate the current amount due to the Lender under the judgment, and compel the Lender to accept a satisfaction of the judgment/mortgage. During the Chapter 11 case, the Debtor has been seeking out various sources of capital as well as talking to potential brokers and purchasers to either refinance or sell the Property. On March 15, 2024, Toorak assigned the Mortgage and Note to KV Mortgage Partners LLC, the Debtor's current senior secured creditor. The Plan will be funded with the net proceeds from (a) the sale or refinance of the Property. The sale or refinance of the Property, as applicable, following Confirmation of the Plan, shall not be subject to any stamp or similar transfer or mortgage recording tax pursuant to section 1146(a) of the Code because they be refinanced or sold under the Plan and after the Effective Date. The Class 3 General Unsecured Claims in the approximate amount of $2,449,284.39, together with any unpaid statutory interest, costs and reasonable attorneys' fees accrued thereon through the Sale Closing, shall be paid up to 100% of their claims, in Cash, from the Distribution Fund upon the earlier of a post-Effective Date refinance or the Sale Closing, after the payment of all Unclassified Claims, and Class 1 and Class 2 Claims in full. Class 3 is impaired and entitled to accept or reject the Plan. The holders of Class 4 interests shall continue to retain their interests in the Debtor after the Effective Date and shall receive any net proceeds after payment in full to all Allowed classified and unclassified Claims. Class 4 interests are unimpaired under the Plan and are deemed to accept the Plan. The Debtor shall continue to market the Property post-confirmation and may engage a real estate broker and/or mortgage broker to assist in such efforts, in order to refinance or sell and liquidate the Property for the highest and best price on or before the respective Sale Closing Dates. Upon Closing, the proceeds of refinance or sale shall be distributed to holders of Claims and Interests. A full-text copy of the Disclosure Statement dated May 14, 2024 is available at https://urlcurt.com/u?l=M3mk6N from PacerMonitor.com at no charge. Attorneys for the Debtor: Jonathan S. Pasternak, Esq. Robert L. Rattet, Esq. Davidoff Hutcher & Citron, LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Telephone: (914) 381-7400 About 384 South 5th 384 South 5th LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40680) on Feb. 14, 2024. In the petition signed by David Goldwasser, chief restructuring officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Davidoff Hutcher & Citron, LLP as counsel and FIA Capital Partners, LLC to provide a chief restructuring officer (CRO) and certain additional personnel. 5280 AURARIA: Wins Cash Collateral Access Thru June 30 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Colorado authorized 5280 Auraria, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 15% variance, through June 30, 2024. The Debtor owns and manages the property known as Auraria Student Lofts located at 1051 14th Street and 1405 Curtis Street, Denver, Colorado. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to pay the operating and management expenses to run the Property for the benefit of its residents and to cover costs incurred in preservation of the Property. DB Auraria LLC asserts a senior security interest in the Debtor's assets pursuant to a Deed of Trust, Assignment of Leases and Rents, Assignment of Management Agreement, Lockbox Deposit Account Control Agreement. The Debtor has objected to DB Auraria's claim, in which DB Auraria claimed an amount of $51.112 million with $48.5 million of that amount being secured. Auraria Stub LLC also asserts a security interest in the Property that is junior to DB Auraria's interest. Auraria Stub asserts it secured its junior loan in the original principal amount of $5.5 million by a second priority deed of trust on the Property and by a pledge of 25% of the equity interests in the Debtor, held by Nelson Partners, LLC. The court ruled that the Debtor will also have authority to use $50,000 in cash collateral to pay for the initial premium costs for the 2024-2025 insurance policy covering the Debtor's property. To the extent the Court determines that DB Auraria's collateral has diminished in value from the Petition Date, DB Auraria will receive the following means of adequate protection: a. A Section 507(b) claim for the diminution in value of DB Auraria's collateral since the Petition Date; and b. A replacement lien, pari passu with DB Auraria's senior lien, on all assets of the Debtor. To the extent necessary under applicable law, the Lenders will be deemed to have requested an administrative expense claim in respect of adequate protection relief. The Debtor's right to use cash collateral will terminate on the earliest of: a. 120 days from entry of the Interim Order, provided that funds to be paid from an approved budget for a designated purpose may be expended for that purpose, within the limits of the budget and in the ordinary course of business, the following month. If this situation occurs, the Debtor will specify information in the Monthly Operating Reports so that the Lenders can track what is being done; b. The failure by the Debtor to deliver to the Lenders, and to otherwise comply with, any of the reporting or other information required to be delivered pursuant to this Interim Order when due under this Interim Order or any such documents or other information shall contain a material misrepresentation; subject to a cure period of three business days after the Debtor receives written notice from the Lenders of insufficient reporting; c. The closing date of any sale of substantially all of the Debtor's assets; d. The failure by the Debtor to observe or perform any of its obligations or the other terms or provisions contained herein, including the use of cash collateral in any manner not permitted by or otherwise inconsistent with the Budget (subject to any permitted variance) or agreed to by the Parties; e. The Court will have entered an order dismissing the Chapter 11 Case; f. The Court will have entered an order converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code; and g. The Court will have entered an order authorizing the appointment or election of a trustee or examiner with expanded powers or any other representative with expanded powers relating to the operation of the businesses in the Chapter 11 Case. A copy of the order is available at https://urlcurt.com/u?l=gUcley from PacerMonitor.com. About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is the Debtor's counsel. A ALL-SAFE: Unsecureds Will Get 27% of Claims over 60 Months ------------------------------------------------------------ A All-Safe Safe and Lock, Inc. filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization under Subchapter V dated May 14, 2024. The Debtor is a small corporation that provides sales and services as a locksmith. The company leases its location at 804 US 1, Ste 1, Lake Park, FL 33403. The Debtor was acquired by the principal from her ex-husband. At that time, the company was already in debt. The Debtor was able to manage the debt that it had until the COVID pandemic effectively shut down the business. The principals attempted to keep the company afloat by incurring more debt. Eventually, it was not able to handle the debt resulting in the filing of this case. The Debtor has taken steps to cut costs to keep operating and service the debt. The Debtor now has 3 employees and 2 vehicles. It has stabilized its operation and is in the position to repay some of the debt it incurred. The Debtor's ability to fully fund the plan and make payments is dependent on the company's future income. Class 7 consists of general unsecured creditors. The general unsecured claims total approximately $443,000.00. The unsecured creditors will be share in the pro rata distribution of $2,000.00 per month for 60 months. The creditors will receive approximately 27% of their claim. This class is impaired. The owners of the Debtor shall retain all property of the estate. A full-text copy of the Plan of Reorganization dated May 14, 2024 is available at https://urlcurt.com/u?l=hq5gIH from PacerMonitor.com at no charge. Counsel to the Debtor: Brian K. McMahon, Esq. Brian K. McMahon, PA 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Tel: (561) 478-2500 Fax: (561) 478-3111 Email: brian@bkmbankruptcy.com About A All-Safe, Safe & Lock A All-Safe, Safe & Lock, Inc., is a small corporation that provides sales and services as a locksmith. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12820-EPK) on March 25, 2024. In the petition signed by Diana Herbst, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Erik P. Kimball oversees the case. Brian K. McMahon, Esq., at Brian K. McMahon, PA, represents the Debtor as legal counsel. A.R.D. MARKETING: Hires Margulies Faith as Bankruptcy Counsel ------------------------------------------------------------- A.R.D. Marketing Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Margulies Faith, LLP as its general bankruptcy counsel. The firm's services include: a. advising the Debtor with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee; b. advising the Debtor with regard to certain rights and remedies of the Debtor’s Chapter 11 estate and the rights, claims and interests of the Debtor’s creditors; c. representing the Debtor in proceedings and/or hearings in the Bankruptcy Court involving Debtor unless the Debtor is represented in such proceeding or hearing by special counsel; d. preparing or assisting the Debtor in the preparation of reports, applications, pleadings and orders for filing with the Bankruptcy Court; e. assisting the Debtor in the negotiation, formulation, preparation and attempt to confirm a plan of reorganization (or liquidation, as applicable) and the preparation and attempt to receive approval of a disclosure statement in respect of the plan; and f. performing any other services. The firm will be paid at these rates: Partners $550 to $690 per hour Associates $465 per hour Paralegals $235 to $275 per hour Prior to the petition date, the firm received from the Debtor a retainer of $117,400. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig Margulies, Esq., a partner at Margulies Faith, 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: Craig G. Margulies, Esq. Jeremy W. Faith, Esq. Samuel Boyamian, Esq. Margulies Faith, LLP 16030 Ventura Blvd., Suite 470 Encino, CA 91436 Tel: (818) 705-2777 Fax: (818) 705-3777 Email: Craig@MarguliesFaithLaw.com Jeremy@MarguliesFaithLaw.com Samuel@MarguliesFaithLaw.com About A.R.D. Marketing, Inc. A.R.D. Marketing, Inc. is a wholesale agency direct mail printer that works with the financial services industry, which includes Automotive, Consumer Lending, Business Funding, and Mortgage Lending. In the petition signed by Greg A. Peplin, CEO, the Debtor disclosed $1,253,221 in assets and $5,548,143 in liabilities. Judge Deborah J. Saltzman oversees the case. Craig G. Margulies, Esq., at Margulies Faith LLP, represents the Debtor as legal counsel. ACCELERATION EDUCATIONAL: Richard Cook Named Subchapter V Trustee ----------------------------------------------------------------- Brian Behr, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina, appointed Richard Preston Cook as Subchapter V Trustee for Acceleration Educational Services, Inc. Mr. Cook will be paid an hourly fee of $375 for his services as Subchapter V trustee. Mr. Cook declared that he does not have an interest materially adverse to the interest of Acceleration's estate, creditors and equity security holders. About Acceleration Educational Services Acceleration Educational Services, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-01643) on May 16, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Joseph N. Callaway presides over the case. David J. Haidt, Esq., at Ayers & Haidt, P.A. represents the Debtor as legal counsel. ACCELERATION EDUCATIONAL: Taps Ayers & Haidt as Legal Counsel ------------------------------------------------------------- Acceleration Educational Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Ayers & Haidt, P.A. to serve as legal counsel in its Chapter 11 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 $7,500. David J. Haidt, Esq., a partner at Ayers & Haidt, PA, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David J. Haidt, Esq. AYERS & HAIDT, PA P.O. Box 1544 307 Metcalf Street New Bern, NC 28563 Tel: (252) 638-2955 Email: davidhaidt@embarqmail.com About Acceleration Educational Services, Inc. Acceleration Educational Services, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-01643) on May 16, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Joseph N. Callaway presides over the case. David J Haidt, Esq. at Ayers & Haidt, P.A. represents the Debtor as counsel. ACRISURE LLC: Moody's Affirms 'B3' CFR, Outlook Stable ------------------------------------------------------ Moody's Ratings has affirmed the B3 corporate family rating and B3-PD probability of default rating of Acrisure, LLC (Acrisure) following the company's announcement that it is refinancing approximately $3.3 billion of loans and notes. Moody's assigned a B2 rating to Acrisure's proposed $1.375 billion 6.5-year senior secured first lien term loan, a B2 rating to its proposed $1.375 billion 6.5-year senior secured notes, and a Caa2 rating to its proposed $500 million five-year senior unsecured notes. Acrisure will use proceeds from the offering to repay certain existing term loans and notes as well as revolving credit borrowings and to pay related fees and expenses. Moody's also affirmed the B2 ratings on Acrisure's existing senior secured bank credit facilities and notes and the Caa2 ratings on its existing senior unsecured notes. When the refinancing closes, Moody's will withdraw the ratings from repaid term loans and notes. The rating outlook for Acrisure is stable. RATINGS RATIONALE According to Moody's, Acrisure's ratings reflect its growing market presence in US insurance brokerage and select international markets, its good mix of business across property & casualty insurance and employee benefits, and its good profitability. In May 2023, Acrisure announced plans to reorganize the company into a more integrated platform under a single brand, aiming to streamline processes and enhance data and analytics capabilities to support client service and new business generation. These strengths are offset by Acrisure's persistently high financial leverage and low interest and cash flow coverage given its aggressive acquisition strategy, which heightens execution and integration risk. The acquisitions also give rise to contingent earnout liabilities that consume a substantial portion of free cash flow. Acrisure's 2022 acquisition of FBC Mortgage, a mortgage origination company, adds refinancing risk as well as market risk associated with its mortgage servicing rights assets. Acrisure is also exposed to errors and omissions in the delivery of products and services, a risk inherent in professional services. For the 12 months through March 2024, Acrisure reported $4.3 billion of revenue, up from $4.2 billion in 2023, driven by a combination of acquisitions and organic growth. Acrisure has slowed its pace of acquisitions in the past year given its focus on the reorganization and also reflecting higher borrowing costs and continued high purchase multiples. The company's EBITDA margin has declined in recent periods as a result of its changing business mix along with investments in technology and process improvements. Acrisure's free cash flow has been slightly negative in recent quarters, although Moody's expects this metric to improve as the company works through its reorganization and settles various contingent earnout obligations. Giving effect to the proposed refinancing, Moody's estimates that Acrisure's pro forma debt-to-EBITDA ratio will remain around 7.5x (excluding effects of certain unrestricted subsidiaries), with (EBITDA - capex) interest coverage in the range of 1.2x-1.5x, and a free-cash-flow-to-debt ratio in the low single digits. These metrics incorporate Moody's adjustments for operating leases, contingent earnout liabilities, changes in a warrant liability, and run-rate earnings from recent acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade or Acrisure's ratings include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding 5%, and (iv) declining portion of revenue and earnings from newly acquired business. Factors that could lead to a downgrade of Acrisure's rating include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%, or negative free cash flow after contingent earnout payments and scheduled debt amortization, or (iv) disruptions to existing or newly acquired operations. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in February 2024. Based in Grand Rapids, Michigan, Acrisure ranked among the world's 10 largest insurance brokers based on 2022 revenue according to Business Insurance. The company owns and manages agencies in some 45 US states and more than 20 other countries, largely in Europe. Acrisure's clients are mostly small and midsize businesses as well as individuals and other organizations. For the 12 months through March 2024, Acrisure reported total revenue of $4.3 billion. ACRISURE LLC: S&P Assigns 'B' Rating on New $1,375MM Term Loan B-6 ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' debt rating to Acrisure LLC's proposed $1,375 million term loan B-6 and $1,375 million senior secured notes due 2030. In addition, S&P assigned its 'CCC+' debt rating to the company's proposed $500 million senior unsecured notes due 2029. The recovery rating on the secured debt is '3', indicating S&P's expectation for meaningful (50%-70%, rounded estimate: 50%) recovery of principal in the event of default, and our recovery rating on the unsecured debt is '6' indicating negligible (0%-10%, rounded estimate: 0%) recovery expectations. In this leverage-neutral transaction, S&P expects Acrisure will use the proceeds of the proposed syndicated offerings to refinance and reprice about $2 billion in existing term loan debt (its B3 and B5 tranches) and its $400 million senior unsecured notes due 2026, repay the $825 million outstanding balance on its revolving credit facility, and pay related fees and expenses. Given relatively steady debt levels following the transaction, we expect no change to Acrisure's pro forma leverage, which stood at 7.8x (12x including preferred payment-in-kind shares treated as debt) as of the first quarter ended March 31, 2024. S&P adjusted leverage came in higher than expectations primarily on greater than anticipated margin contraction, but remains within rating bounds. S&P Global Ratings-adjusted EBITDA interest coverage was in the mid 1x for the 12 months ended March 31, 2024, and S&P expects modest interest cost savings from this transaction. Acrisure performed relatively well in the last year. Enterprise-wide organic growth was 4.1% for full-year 2023 but materially higher at 9.1% excluding the title business. The drag from the title business has diminished materially so far in 2024, with enterprise organic revenue growth of 8.6% relative to 8.9% excluding title. Total revenue for the 12 months ended March 31, 2024 was 18%, as the company continued to supplement organic growth with selective acquisitions. However, total top line growth was lower than historical trend as the company has somewhat scaled back acquisition activity as it focuses on extensive integration initiatives. The company's S&P Global Ratings-adjusted EBITDA margin was 27.4% for the 12 months ended March 31, 2024, down over 200 basis points from the prior year. S&P adjusted margins were negatively impacted by the drag from the title business as well as higher add-back items related to the company's integration efforts and other items that we don't give credit for in our EBITDA calculations. S&P said, "We expect organic growth of around 10% for 2024, supported by a favorable market environment, stabilized title performance, and benefits from various strategic initiatives related to premium optimization, cross-sell, and new product rollouts. We also expect continued diminished contribution from acquisitions relative to the historical trend and relatively steady margins. Benefiting from performance gains as well as management's financial policy currently oriented toward de-levering, we expect modest improvements in leverage and coverage through 2024." AIR INDUSTRIES: Amends Loan Agreement With Webster Bank ------------------------------------------------------- Air Industries Group reported that it has reached an agreement with Webster Bank, its primary lender, to amend the Company's Current Credit Facility. The modified Credit Facility provides for the following: 1) A waiver of the failure to achieve the fixed charge coverage ratio for the period ended March 31, 2024, 2) A reduction in certain financial covenant metrics for the balance of calendar 2024 and the first calendar quarter of 2025, 3) An advance under the term loan of $1 million to be used for capital expenditures and a reduction in annual amortization of the principal of the term loan by approximately $135,000. The increase in term loan was offset, in part, by a modification in the availability formula under the revolving credit line. "I am pleased that we reached this agreement with our lender," said Lou Melluzzo, CEO of Air Industries Group. "I am confident that fiscal 2024 is on track to be a year of growth. I believe our modified agreement provides us sufficient flexibility and liquidity to support our strategic plan. The amendment to our Current Credit Facility will be filed with the Securities Exchange Commission." About Air Industries Group Headquartered in Bay Shore, New York, Air Industries Group (NYSE American: AIRI) is a manufacturer of precision components and assemblies for large aerospace and defense prime contractors. Its products include landing gears, flight controls, engine mounts and components for aircraft jet engines, ground turbines and other complex machines. Saddle Brook, New Jersey-based Marcum LLP, the Company's auditor since 2008, issued a "going concern" qualification in its report dated April 15, 2024, citing that for the period ending March 31, 2024, the Company was not in compliance with the financial covenants required under the terms of its current credit facility, and it is reasonably possible that the Company will not receive a waiver and may fail to meet these financial covenants in future periods. The Company is required to maintain a collection account with its lender into which substantially all of the Company's cash receipts are remitted. If the Company's lender were to cease lending and keep the funds remitted to the collection account, the Company would lack the funds to continue its operations. Failure to receive a waiver or meet the financial covenants in future periods raise substantial doubt about the Company's ability to continue as a going concern. AMERICAN DENTAL: Seeks Cash Collateral Access --------------------------------------------- American Dental of Fitzgerald, LLC and affiliates ask the U.S. Bankruptcy Court for the Middle District of Georgia, Albany Division, for authority to use cash collateral and provide adequate protection. The Debtors require the use of cash collateral to (a) maintain their operations and (b) to pay disbursements more fully described in the Budget. A substantial number of parties appear to claim an interest in the Debtors' assets including, among other things, the "cash collateral" of one or more of Debtors in the form of accounts, inventory, and receivables. The parties that assert an interest in the Debtor's cash collateral are First Corporate Solutions as representative, CT Corporation System as representative, MNR Capital Group LLC, Advantage Platform Services, Inc., National Funding, Inc., North State Bank, Corporation Services Company, E Advance Services, LLC, Seamless Capital Group, LLC, Proventure Capital, LLC, PW Funding, LLC, PW Funding II, LLC, Avanza Group, LLC, SouthEast Bank, and Clearview Funding Solutions, LLC. As adequate protection, the Debtors propose to adequately protect Respondents via the following, as may be applicable: (a) the payment of all post-petition property taxes on any collateral held by Respondents as and when they become due; (b) maintaining adequate insurance on Respondents' collateral; (c) continuing to repair, and maintain and, as necessary, replace Respondents' collateral; (d) provide replacement liens or adequate protection payments to the extent such collateral is diminished by its use, and (e) operating the business in substantial compliance with the Budget. A copy of the order is available at https://urlcurt.com/u?l=c5BzcI from PacerMonitor.com. About American Dental of Fitzgerald, LLC American Dental of Fitzgerald, LLC and affiliates provide general dentistry services. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-10482) on May 24, 2024. In the petition signed by Michael Knight, manager, the Detbor disclosed up to $500,000 in both assets and liabilities. Matthew S. Cathey, Esq., at Stone & Baxter, LLP, represents the Debtor as legal counsel. AMERIFIRST FINANCIAL: Seeks to Extend Plan Exclusivity to Aug. 19 ----------------------------------------------------------------- AmeriFirst Financial, Inc., and Phoenix 1040 LLC asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to August 19 to October 18, 2024, respectively. The Debtors explain that they continue to make good-faith progress. Early on in these cases, the Debtors obtained approval to continue certain business operations in the ordinary course. The Debtors also consummated a sale of the bulk of their commercial line of business. In addition, the Debtors recently concluded the sale of their most valuable asset, their mortgage servicing rights (the "MSR Sale"). In addition, despite litigation with the Committee regarding the Committee's motion seeking standing to pursue estate causes of action, which the Court has taken under advisement, the Debtors remain hopeful that negotiations with their key stakeholders to effectuate an orderly wind down of the Debtors' estates through a plan of liquidation will progress once the Court's opinion is issued. This is the Debtors' third request for an extension of the Exclusive Periods. While negotiations between the Committee and RCP seem to have stalled pending issuance of the Court's ruling on the standing motion, allowing the expiration of the Exclusive Periods now would serve only to interfere with, or delay the progress the Debtors have made to date towards a successful emergence from these cases. The Debtors assert that the requested extensions have a legitimate purpose and will not pressure creditors to accede to the Debtors’ demands. The Debtors are not seeking to delay these chapter 11 cases by requesting the relief sought herein. Rather, the Debtors intend to use the extensions of the Exclusive Periods to ultimately seek confirmation of a plan of liquidation and exit chapter 11 in a timely manner, without the unnecessary costs and distraction of a competing plan process. The Debtors further assert that creditors will not be prejudiced by extending the Exclusive Periods. The Debtors seek to extend the Exclusive Periods to enable them to maximize the value of their estates through consummation of a plan of liquidation. All stakeholders would benefit from the continued stability and predictability of having the Debtors as the sole plan proponents, and the Debtors will continue to work constructively with their creditors and all parties in interest to resolve any outstanding issues on a consensual basis whenever possible. Counsel for the Debtors: Laura Davis Jones, Esq. David M. Bertenthal, Esq. Timothy P. Cairns, Esq. Pachulski Stang Ziehl & Jones, LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com About AmeriFirst Financial AmeriFirst Financial, Inc., is a mid-sized independent mortgage company in Mesa, Ariz. AmeriFirst and its affiliate Phoenix 1040, LLC, filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11240) on Aug. 24, 2023. In the petitions signed by T. Scott Avila, chief restructuring officer, each Debtor disclosed between $50 million and $100million in both assets and liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP as bankruptcy counsel; and Paladin Management Group, LLC as restructuring advisor. Omni Agent Solutions, Inc., is the claims, noticing and administrative agent. On Sept. 15, 2023, the Office of the United States Trustee appointed an official committee of unsecured creditors. The committee tapped Morris, Nichols, Arsht & Tunnell LLP as its counsel. APPTECH PAYMENTS: All Five Proposals Passed at Annual Meeting ------------------------------------------------------------- AppTech Payments Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 29, 2024, it held its 2024 Annual Shareholders Meeting at which the shareholders: (1) elected Luke D'Angelo, Virgilio Llapitan, and Christopher Williams as directors to serve two-year terms; (2) approved, on an advisory basis, the compensation of the Company's named executive officers; (3) indicated, on an advisory basis, the preferred yearly frequency of future stockholder advisory votes on the compensation of the Company's named executive officers; (4) approved the 2024 AppTech Equity Incentive Plan; and (5) ratified appointment of dbbmckennon as the Company's independent registered public accounting firm for fiscal year 2024. About AppTech Payments Corp. Headquartered in Carlsbad, California, AppTech Payments Corp. -- www.apptechcorp.com -- provides digital financial services for corporations, small and midsized enterprises and consumers through the Company's scalable cloud-based platform architecture and infrastructure, coupled with its commerce experiences development and delivery model. AppTech maintains exclusive licensing and partnership agreements in addition to a full suite of patented technology capabilities. San Diego, California-based DBBMcKennon, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing the Company's limited revenues and recurring losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AQUA METALS: Financial Strain Raises Going Concern Doubt -------------------------------------------------------- Aqua Metals, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern for the next 12 months. For the quarters ended March 31, 2024, and 2023, the Company reported a net loss of $5.8 million and $4.6 million, respectively, and negative cash from operations of $4.3 million and $2.9 million, respectively. As of March 31, 2024, the Company had cash and cash equivalents of approximately $8.3 million, current liabilities of $8.5 million and an accumulated deficit of $229 million. The Company's current liabilities of $8.5 million include the note payable with Summit Investment Services, LLC in the amount of approximately $3 million due on February 1, 2025. The Company has not generated revenues from commercial operations and expects to continue incurring losses for the foreseeable future. "Due to our lack of revenue from commercial operations, significant losses and need for additional capital, there is substantial doubt about our ability to continue as a going concern within the next 12 months," the Company stated. Management believes that the Company does not have sufficient capital resources to sustain operations through at least the next 12 months from the date of this filing. Additionally, in view of the Company's expectation to incur significant losses for the foreseeable future it will be required to raise additional capital resources in order to fund its operations, although the availability of, and the Company's access to such resources, is not assured. The Company intends to seek funds through the sale of equity or debt financing. Funding that includes the sale of its equity may be dilutive. If such financing is not available on satisfactory terms, it may be unable to further pursue its business plan and may be unable to continue operations. A full-text copy of the Company's Form 10-Q is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1621832/000143774924017078/aqms20240110_10q.htm About Aqua Metals Aqua Metals, Inc. (NASDAQ: AQMS) -- https://www.aquametals.com/ -- is reinventing metals recycling with its patented AquaRefining technology. The Company is pioneering a sustainable recycling solution for materials strategic to energy storage and electric vehicle manufacturing supply chains. Aqua Metals is based in Reno, Nevada, and operates the first sustainable lithium battery recycling facility at the Company's Innovation Center in the Tahoe-Reno Industrial Center. As of March 31, 2024, the Company has $31.4 million in total assets, $8.6 million in total liabilities, and total stockholders' equity of $22.9 million. ASSETS HOLDING: Seeks to Hire Baker & Associates as Legal Counsel ----------------------------------------------------------------- Assets Holding Partnership, LTD seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Baker & Associates as counsel. The firm's services include: (a) analyze the financial situation, and render advice and assistance to the Debtor; (b) advise the Debtor with respect to its duties; (c) prepare and file all appropriate legal papers; (d) represent the Debtor at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; (e) represent the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where its rights may be litigated or otherwise affected; (f) prepare and file a Disclosure Statement (if required) and Chapter 11 Plan of Reorganization; and (g) assist the Debtor in any matters relating to or arising out of the captioned case. The firm received $2,838 from Sauson Investment Group, LLC on January 30, 2024 and $20,000 from Mahyar Haman on April 15, 2024 on behalf of the Debtor. The hourly rates of the firm's counsel and staff are as follows: Reese W. Baker, Attorney $525 Sonya Kapp, Attorney $475 Nikie Marie Lopez-Pagan, Attorney $475 Tammy Chandler, Paralegal $135 Alfredo Cruz, Paralegal $150 Stephanie Del Toro, Paralegal $135 Vanessa Denton, Paralegal $150 Jennifer Hunt, Paralegal $140 Margaret Hunt, Paralegal $135 Maria Jimenez, Paralegal $150 Gabby Martinez, Paralegal $150 Susanne Taylor, Paralegal $175 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Reese Baker, Esq., a partner at Baker & Associates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane Ste. 300 Houston, TX 77024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 About Assets Holding Partnership Assets Holding Partnership, LTD sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31741) on April 18, 2024, with $100,001 to $500,000 in assets and liabilities. Judge Eduardo V. Rodriguez presides over the case. Reese W. Baker, Esq., at Baker & Associates represents the Debtor as legal counsel. AVALON GLOBOCARE: Incurs $1.37 Million Net Loss in First Quarter ---------------------------------------------------------------- Avalon Globocare Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.37 million on $314,588 of real property rental revenue for the three months ended March 31, 2024, compared to a net loss of $2.92 million on $296,165 of real property rental revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $20.33 million in total assets, $14.28 million in total liabilities, and $6.05 million in total equity. Avalon said, "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 forty percent (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 twelve months from the release date of this report. These matters raise substantial doubt about the Company's ability to continue as a going concern. 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." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1630212/000121390024048093/ea0206003-10q_avalon.htm Avalon Globocare Headquartered in Freehold, New Jersey, Avalon Globocare is dedicated to developing and delivering innovative, transformative, precision diagnostics and clinical laboratory services. The Company's main strategy is to acquire ownership or license rights in precision diagnostic assets, genetic testing and clinical laboratory companies through joint ventures, share ownership structures or distribution rights. The Company plans to play a leading role in the innovation of diagnostic testing, utilizing proprietary technology to deliver precise, genetics-driven results. New York, NY-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. BAR 13: Seeks Cash Collateral Access ------------------------------------ Bar 13 Inc. asks the U.S. Bankruptcy Court for the Southern District of New York for authority to use the cash collateral of New York State and the Internal Revenue Service and provide adequate protection, on an emergency basis. The Debtor requires the use of cash collateral to pay its employees, advertising budget, rents, insurance and utility payments and other costs of operation. NYS filed Tax Warrants against the Debtor on numerous occasions between May 8, 2012 and March 28, 2024 totaling $2.4 million. Of this amount, approximately $465,074 is in first lien position. By virtue of the tax liens, the NYS holds a first priority security interest in substantially all of the Debtor's assets, including but not limited to goods, inventory, accounts receivable and contract rights to secure the repayment of debts of the Debtor to the NYS. The Debtor's assets at the time of filing, including equipment and machinery, are estimated to be worth not more than 150,000, the cash that would be considered to be "cash collateral" is estimated to be worth only $241. Accordingly, it is respectfully submitted that the IRS is secured up to $150,000 and the Debtor proposes to pay $4,000 per month in adequate protection to NYS. The IRS filed Federal Tax Liens against the Debtor with the New York Secretary of State between April 6, 2017 and October 28, 2019. The Debtor's assets at the time of filing are estimated to be worth not more than approximately $50,000. The NYS appears to have a first priority security interest in all of the Debtor's assets, as of the Petition Date. The Debtor proposes, as adequate protection to the NYS and in accordance with 11 U.S.C. Section 361, to grant NYS security interests in the cash collateral, specifically excluding any trust funds to the extent presently on deposit in the Debtor's accounts at Bank of America or collected subsequent to the Petition Date, and excluding, third party loans and/or contributions, to the same extent, validity and priority as existed pre-petition, contingent upon the NYS providing documentation evidencing that its security interest was properly perfected prior to the Petition Date. As adequate protection for, inter alia, the imposition of the automatic stay and the use by the Debtor of the cash collateral and other Pre-Petition Collateral the Debtor proposes to offer to NYS: (i) replacement liens and security interests in the Debtor's accounts receivable, goods and inventory acquired by the Debtor post-petition to the same extent IRS maintained security interests in such collateral pre-petition; and (ii) adequate protection payments to NYS in the amount of $4,000 per month commencing June 10, 2024;. A copy of the motion is available at https://urlcurt.com/u?l=0qJuS7 from PacerMonitor.com. About Bar 13 Inc. Bar 13 Inc. is a New York Corporation engaged in business as a Bar/Restaurant at a location located at 35 East 13th Street, New York, New York 10003. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10854) on May 17, 2024. In the petition signed by Thomas Sullivan, sole shareholder, the Debtor disclosed up to $50,000 in both assets and liabilities. John Lehr, Esq., at John Lehr, P.C., represents the Debtor as legal counsel. BCPE EMPIRE: Moody's Affirms 'B3' CFR, Outlook Remains Stable ------------------------------------------------------------- Moody's Ratings affirmed all ratings of BCPE Empire Topco, Inc. (dba Imperial Dade), including its B3 Corporate Family Rating, B3-PD Probability of Default Rating, and the Caa2 rating on the $660 million senior unsecured notes. Moody's also affirmed the B3 rating on the approximately $2.4 billion senior secured first lien term loan, issued by BCPE Empire Holdings, Inc., a subsidiary of BCPE Empire Topco, Inc. The rating outlooks for both entities remain stable. The ratings affirmation reflects Imperial Dade's high debt-to-EBITDA leverage and aggressive acquisition appetite, partly offset by its expanding market position in the United States and Canada, increasing revenue and earnings through a mix of organic growth and tuck-in acquisitions, a relatively high EBITA margin for the industry, and adequate liquidity. Nevertheless, the company's event risks are high as Moody's expects Imperial Dade will continue to be acquisitive and increase debt periodically to support growth and fund shareholder dividend distributions. RATINGS RATIONALE Imperial Dade's B3 CFR reflects its growing scale as a specialty distributor, but also high financial leverage with debt-to-EBITDA about 8.3x for the 12-month ended March 31, 2024, pro forma for closed acquisitions. Imperial Dade continues to expand its presence and increase density near major metropolitan areas in the US and Canada, and Moody's expects Imperial Dade will continue to be acquisitive and to focus on making growth investments, including recent launch of supersites to increase capacity and operating efficiencies. The company sells some low priced and commodity-oriented products for which switching costs are low and there is potential for pricing pressure, though Moody's expects Imperial Dade to effectively manage pricing to cover product and freight costs. Governance factors include the company's aggressive financial policies under private equity ownership including its high financial leverage, aggressive acquisition strategy, and debt funded shareholder dividend distributions. The company's ratings are supported by Imperial Dade's well established and growing market position as a specialty distributor of foodservice packaging (FSP) and janitorial sanitation (Jan-San) products, driven in part by its broad product breadth. The company benefits from a relatively stable revenue stream owing to the disposable nature of products sold, its well diversified customer and supplier bases, and its relatively high EBITA margin for the industry. As of March 31, 2024, the company had $68 million cash on hand and over $500 million availability under its $645 million committed ABL (unrated). In early 2024, Imperial Dade raised $400 million, mostly used to pay down borrowings on the ABL. As a result, the liquidity of the company has improved. Moody's expects the company will maintain adequate liquidity over the next 12-18 months and continue to rely on revolver to fund future acquisitions. Imperial Dade generated solid free cash flow of $70 million in 2023, and Moody's expects the company will maintain free cash flow at this level in 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Imperial Dade's revenue and earnings will continue to improve as the company continues to integrate completed acquisitions. Moody's also expects Imperial Dade to generate positive free cash flow and maintain at least adequate liquidity. The ratings could be upgraded if the company continues to grow its footprint and revenue scale while maintaining a stable profit margin, and generates consistent healthy free cash flow on an annual basis. The company would also need to sustain debt/EBITDA below 6.0x and EBITA/interest approaching 2.0x. A ratings upgrade will also require at least good liquidity and financial policies that support credit metrics at the above levels. The ratings could be downgraded if liquidity weakens for any reason, including the company generating weak or negative free cash flow on an annual basis, if debt/EBITDA is sustained above 8.0x, or EBITA/interest approaches 1.0x. Ratings could also be downgraded if the company completes a large debt-financed acquisition or distribution to shareholders that materially increases financial leverage. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. Headquartered in Jersey City, New Jersey, BCPE Empire Topco, Inc. (dba Imperial Dade), is a wholesale specialty distributor of Foodservice Disposables (FSD) and Janitorial Sanitation (Jan-San) products. Bain Capital LP acquired a majority stake in the company in June 2019 and retains a majority interest following a 45% stake sale in the company to Advent International Corporation. Imperial Dade is private and does not publicly disclose its financials. Imperial Dade generated about $5.1 billion of revenue for the 12 months ending March 31, 2024, pro forma for acquisitions closed in 2024. BEECH TREE: Seeks Cash Collateral Access ---------------------------------------- Beech Tree Trading, LLC d/b/a Lancaster County Vending asks the U.S. Bankruptcy Court for the Middle District of Pennsylvania for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay utilities, insurance, payroll and other operating expenses. The Debtor may be indebted to potential secured creditors as follows: a. U.S. Small Business Administration, is believed to hold a first priority security interest in the personal property of the Debtor, including inventory and accounts. As of the Petition Date, it is believed that the approximate amount owed to the SBA is $280,500. b. SellersFunding Corp. which may include three liens providing a security interest on certain personal property of the Debtor, including inventory and accounts. It is believed that the SellersFunding security interests may have been assigned to Faxanara Securitisation S.A. As of the Petition Date, it is believed that the approximate amount owed to SellersFunding is $32,000. c. Amazon Capital Services, Inc. may hold a security interest in the personal property of the Debtor, including inventory and accounts, and funds owed to the Debtor. As of the Petition Date, it is believed that approximately $53,412, is owed to Amazon. d. Federal Finance Plan may hold a priority security interest in the personal property of the Debtor, specifically the vending machines. As of the Petition Date, it is believed that approximately $9,610 is owed to FFP. e. There are additional liens in favor of unknown parties, being Merchant Capital Companies in certain personal property of the Debtor, including inventory and accounts. Various parties are holding funds of the Debtor or have frozen the Debtor's accounts. The Debtor needs such funds and the Debtor believes the funds should be paid to the Debtor. These parties include, but are not limited to, M&T Bank, Amazon, Shopify, Square, PayPal. In order to provide adequate protection to the SBA, SellersFunding, Amazon, FFP and the MCCs, the Debtor proposes to provide each of SBA, SellersFunding, Amazon, FFP and the MCCs with replacement liens in post-Petition Cash Collateral, and all other assets in which each may have a pre-Petition security interest and lien, only to the extent that the Lenders are secured in pre-Petition Cash Collateral. The replacement liens will only be effective to the extent there is a diminution in the amount of cash collateral PostPetition. To the extent that such replacement liens are insufficient and SBA, SellersFunding, Amazon, FFP and the MCCs may have a shortfall resulting any diminution resulting from the Debtor's use of cash collateral and all other categories of assets upon which SBA, SellersFunding, Amazon, FFP and the MCCs have pre-Petition liens, and to the extent SBA, SellersFunding, Amazon, FFP and the MCCs are secured in cash collateral, SBA, SellersFunding, Amazon, FFP and the MCCs will be granted administrative claims superior in priority to all other administrative claims except for claims of professionals in this case and fees owed to the Office of the U.S. Trustee. Such replacement liens will be effective without further recordation and shall have the same priority as exists pre-Petition. A copy of the motion is available at https://urlcurt.com/u?l=SBQPp9 from PacerMonitor.com. About Beech Tree Trading, LLC Beech Tree Trading, LLC is engaged in the operations of a candy store and vending machines. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 1:24-bk-01269) on May 22, 2024. In the petition signed by Christine Gable, member, the Debtor disclosed up to $500,000 in both assets and liabilities. Robert E. Chernicoff, Esq., at Cunningham, Chemicoff & Warahawsky PC, represents the Debtor as legal counsel. BELDEN INC: Moody's Affirms 'Ba2' CFR, Outlook Stable ----------------------------------------------------- Moody's Ratings affirmed Belden Inc.'s Ba2 corporate family rating, Ba2-PD probability of default rating, and Ba3 senior subordinate rating. Belden's speculative grade liquidity (SGL) rating of SGL-1 is unchanged. The outlook is stable. The affirmation of Belden's ratings and the stable outlook reflect Belden's moderate pro forma leverage level of 3.3x as of Q1 2024 (including Moody's standard adjustments and the pending acquisition of Precision Optical Technologies, Inc. (Precision)). Organic revenue has declined due to inventory destocking in Belden's end markets since Q3 2023 and Moody's projects organic revenue to remain under pressure until Q4 2024. As industry inventory levels normalize, Moody's expects growth in industrial and enterprise solutions to drive a recovery in revenue and EBITDA which will lead to a reduction in the company's financial leverage to about 3x in 2025. RATINGS RATIONALE The Ba2 CFR reflects Belden's positions within segments of the enterprise and industrial cabling, connectivity, and networking product markets, which enable the company to produce good operating margins and healthy free cash flow. The company's strategy to become a leading solutions provider will help Belden strengthen customer relationships and lead to additional sales opportunities. The strong credit profile is tempered by Belden's acquisitive appetite and sensitivity to cyclical economic conditions including inventory destocking by distributors and original equipment manufacturers. While Debt/EBITDA has increased in recent quarters due to declines in EBITDA beginning in the 2nd half of 2023, leverage has declined significantly over the past several years (6.8x leverage in 2020) driven by EBITDA growth and debt repayment. As Belden will be above the company's target net debt leverage ratio of 1.5x (approximately 2x pro forma for the recent acquisition as of LTM Q2 2024 as calculated by the company), Moody's expects financial policy will be focused on reducing net leverage from free cash flow (FCF) and EBITDA growth. Some of Belden's acquisitions have been funded with cash, but other acquisitions have been paid in part with debt that led to temporary increases in leverage. Acquisitions increase integration risk, but will also enhance growth, diversify operations, support higher margin business lines, and increase scale. Belden will continue to invest in additional organic opportunities to drive growth. The speculative grade liquidity (SGL) rating of SGL-1 reflects Belden's very good liquidity based on a cash balance of $507 million as of Q1 2024, access to an undrawn $300 million ABL revolving credit facility ($7.5 million in L/C outstanding), and Moody's expectation for FCF of approximately $200 million in the next 12 months. On April 30, 2024, Belden agreed to acquire Precision for $290 million which is expected to close in Q2 2024. The acquisition is expected to be funded with cash on the balance sheet and lead to a meaningful reduction in cash, but FCF generation is likely to drive an increase in Belden's cash position during the second half of 2024. Dividend payments were $8 million LTM Q1 2024 and are likely to remain in this range. Belden spent $200 million in share buybacks as of LTM Q1 2024, but Moody's expects a lower amount of repurchases in 2024 as the company builds its cash position following the purchase of Precision. Capex was $127 million LTM Q1 2024 and Moody's projects it will remain in this range going forward. The ABL revolver matures in June 2026 and is subject to a springing fixed charge coverage ratio covenant of 1x, triggered when more than 90% of the borrowing base is outstanding or borrowing base availability is less than $20 million. For the next twelve to eighteen months, Moody's projects the company will remain in compliance with ample headroom under its covenant compliance calculation. The stable ratings outlook reflects Moody's projections that organic revenue will remain under pressure in the near term due to excess inventory levels at distributors and end users, but improve towards the end of 2024. The stable outlook accommodates a wide range of economic conditions, including a moderate level of acquisition activity. Positive trends including onshoring of manufacturing, infrastructure investments, and government spending for broadband development will support a recovery in operating performance beginning in late 2024 and continuing through 2025. Moody's expects leverage to decline to the 3x range in 2025, absent any future debt funded acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Belden's ratings could be upgraded if leverage is sustained in the mid 3x range through most economic cycles with positive organic revenue growth. A strong liquidity profile with high cash balances, good revolver availability and free cash flow as a percentage of debt well above 10% would also be required. The ratings could be downgraded if leverage exceeded 4.75x on a sustained basis due to negative economic conditions, market share losses, or leveraging transactions. A significant deterioration in the liquidity position could also lead to negative rating pressure. Headquartered in St. Louis, Missouri, Belden Inc. is a leading designer and manufacturer of connectivity and signal transmission products for the global network communication and specialty electronic marketplaces. The company is organized with two global businesses that include Enterprise Solutions and Industrial Automation Solutions. Manufacturing capabilities are located in North America, Europe, Asia, and Africa. Belden generated revenues of $2.4 billion LTM Q1 2024. The principal methodology used in these ratings was Manufacturing published in September 2021. BEST HOME: Hires Gregory K. Stern, P.C. as Bankruptcy Counsel ------------------------------------------------------------- Best Home Healthcare Network, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Gregory K. Stern, P.C. as its legal counsel. The firm's legal services include: (a) reviewing assets, liabilities, loan documentation, executory contracts and other relevant documentation; (b) preparing list of creditors, list of 20 largest unsecured creditors, schedules and statement of financial affairs; (c) giving the Debtor legal advice with respect to its powers and duties in the operation and management of its financial affairs; (d) assisting the Debtor in the preparation of schedules, statement of affairs and other necessary documents; (e) preparing legal papers; (f) negotiating with creditors and other parties in interest, attending court hearings, meetings of creditors and meetings with other parties in interest; (g) reviewing proofs of claim and solicitation of creditors' acceptances of plan; and (h) performing other legal services. The firm will be paid at these rates: Gregory K. Stern, Esq. $650 per hour Dennis E. Quaid, Esq. $550 per hour Monica C. O'Brien, Esq. $500 per hour Rachel S. Sandler, Esq. $400 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor an advance payment of $16,750. As disclosed in court filings, Gregory K. Stern, P.C. is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory K. Stern, Esq. Dennis E. Quaid, Esq. Monica C. O'Brien, Esq. Rachel S. Sandler, Esq. GREGORY K. STERN, P.C. 53 West Jackson Boulevard, Suite 1442 Chicago, IL 60604 Phone: (312) 427-1558 Email: greg@gregstern.com dquaid3@gmail.com monica@gregstern.com rachel@gregstern.com About Best Home Healthcare Network, Inc. Best Home Healthcare Network, Inc. is an in-home health care service provider in the State of Illinois. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05556) on April 16, 2024. In the petition signed by Iqbal Shariff, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Timothy A. Barnes oversees the case. Gregory K. Stern, Esq., at Gregory K. Stern, P.C., represents the Debtor as legal counsel. BIT MINING: MaloneBailey Raises Going Concern Doubt --------------------------------------------------- BIT Mining Limited disclosed in a Form 20-F Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor has expressed substantial doubt about the Company's ability to continue as a going concern for the next 12 months. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated May 15, 2024, citing that the Company has incurred recurring losses and operating cash outflows that raises substantial doubt about its ability to continue as a going concern. The Company and its subsidiaries, collectively the "Group" has incurred net losses from continuing operations of US$25,384,000, US$79,421,000, and US$39,534,000, for the years ended December 31, 2023, 2022, and 2021, respectively, and negative cash flow from operating activities of US$28,413,000, US$63,561,000, and US$34,271,000, respectively. The Group has been cooperating with the U.S. Department of Justice and the U.S. Securities and Exchange Commission in connection with their investigations into the Group. The Group has been in separate discussions with the Staff of the SEC's Division of Enforcement and the DOJ regarding potential resolutions of these matters that involve payment of monetary penalties. The combined penalty amounts are still in the process of being discussed and finalized. The Group believes the loss contingency is probable and accrued, to its best estimate, US$10,000 as of December 31, 2023 for the legal contingency based on the latest status of the discussions. Payments of the combined penalty amounts will further deplete the Group's liquidity and cash position. In addition, the Group has received a letter from the New York Stock Exchange related to its failure to comply with applicable market capitalization and equity criteria in the NYSE's continued listing standards. The Group has submitted a business plan as to how it intends to regain compliance and is now subject to quarterly monitoring for compliance with the plan. If the Group does not regain compliance, its American depositary shares ("ADSs") could be delisted from the NYSE. If the Group's ADSs were delisted from the NYSE, the liquidity and the trading price of its ADSs would be materially and adversely affected. The assessment of the Group's ability to meet its future obligations is inherently judgmental, subjective and susceptible to change. The Group considered the projected cash flows for the next 12 months. Such cash flows included cash inflows from disposal of cryptocurrency assets at projected prices. Due to a high degree of uncertainties in future prices of cryptocurrency assets, the Group cannot assert that it is probable it will have sufficient cash and cash equivalents to maintain the Group's planned operations for the next twelve months following the issuance of these consolidated financial statements. The Group has considered both quantitative and qualitative factors that are known or reasonably knowable as of the date of this annual report are issued and concluded that there are conditions present in the aggregate that raise substantial doubt about the Group's ability to continue as a going concern. In response to these conditions, the Group may seek to sell additional equity securities or debt securities or borrow from lending institutions. These financing plans are subject to market conditions, and are not within the Group's control, and therefore, cannot be deemed probable. There is no assurance that the Group will be successful in implementing its plans. As a result, the Group has concluded that management's plans do not alleviate substantial doubt about the Group's ability to continue as a going concern. A full-text copy of the Company's Form 20-F is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1517496/000110465924061925/btcm-20231231x20f.htm About BIT Mining Ltd. Akron, Ohio-based BIT Mining (NYSE: BTCM) -- https://www.btcm.group/ -- is a technology-driven cryptocurrency mining company, with a long-term strategy to create value across the cryptocurrency industry. Its business covers cryptocurrency mining, mining pool, and data center operation. As of December 31, 2023, the Company has $72,596,000 in total assets, $47,464,000 in total liabilities, and total shareholders' equity of $25,132,000. BLU PRINT: Seeks to Sell Birmingham Property to KSA Group --------------------------------------------------------- Blu Print Properties, LLC asked the U.S. Bankruptcy Court for the Northern District of Alabama to approve the sale of its real property in a private deal. KSA Group, LLC, the proposed buyer, made a cash offer of $20,000 for the property located at 1500 47th St., Birmingham, Ala. The property is being sold "free and clear" of liens and encumbrances. Blu Print will use the proceeds from the sale to, among other things, pay the sale costs and Keller Williams Realty Vestavia's real estate commission in the amount of $800. The remaining proceeds from the sale are to be retained by the company. There is no mortgage owed on the property, however, the Jefferson County Tax Collector is owed $1,845.08 in property taxes. A court hearing is scheduled for June 10. About Blu Print Properties Blu Print Properties, LLC owns 13 properties in Birmingham and Pleasant Grove, Ala., having a total current value of $2 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-00062) on Jan. 8, 2024, with $2,037,278 in assets and $747,691 in liabilities. Steven Altmann, Esq., at The Nomberg Law Firm, serves as Subchapter V trustee. Judge Tamara O. Mitchell oversees the case. Robert C. Keller, Esq., at Russo, White & Keller, P.C. represents the Debtor as legal counsel. BMC3 HOME: Unsecureds to Get 100 Cents on Dollar in Plan -------------------------------------------------------- BMC3 Home Builders, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Alabama a Plan of Reorganization for Small Business dated May 14, 2024. The Debtor is in the business of building new construction homes and remodeling and renovating existing homes. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 2 consists of any pre-petition unsecured claims which are timely filed and subsequently allowed by the Court. These claims will be paid in full on or before the expiration of 180 days after effective date of the plan. The Debtor is engaged in daily operations renovating and remodeling homes. The Debtor also constructs new homes. However, it derives its primary income from its renovation and remodeling operations. The Debtor projects it will have sufficient revenue to fund the plan. It is completing the construction of the real property securing the loan with DLP Capital Lending CH, LLC and anticipates its future sale will pay DLP's claim in full. A full-text copy of the Plan of Reorganization dated May 14, 2024 is available at https://urlcurt.com/u?l=mgs6oF from PacerMonitor.com at no charge. Attorney for the Debtor: C. Taylor Crockett, Esq. C. TAYLOR CROCKETT, PC 2067 Columbiana Road Birmingham, AL 35216 Tel: (205) 978-3550 Email: taylor@taylorcrockett.com About BMC3 Home Builders BMC3 Home Builders, Inc., is in the business of building new construction homes and remodeling and renovating existing homes. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-00431) on Feb. 14, 2024, with $100,001 to $500,00 in assets and $100,001 to $500,000 in liabilities. Judge Tamara O. Mitchell oversees the case. C. Taylor Crockett, Esq., is the Debtor's legal counsel. BREWSTER PLASTICS: Case Summary & 14 Unsecured Creditors -------------------------------------------------------- Debtor: Brewster Plastics, Inc. 60 Jon Barrett Road Patterson, NY 12563 Business Description: Brewster Plastics is an injection molding manufacturer offering custom plastic injection molding for production volumes as low as 100 pieces to one million plus parts. Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-35576 Debtor's Counsel: Gerard R. Luckman, Esq. FORCHEILL DEEGAN TERRANA LLP 333 Earle Ovington Blvd. Suite 1010 Uniondale, NY 11553 Tel: 516-812-6291 Fax: 866-900-8016 Email: GLuckman@forchellilaw.com Total Assets: $1,831,095 Total Liabilities: $3,706,281 The petition was signed by Brett Wallace as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TTI2KLQ/Brewster_Plastics_Inc__nysbke-24-35576__0001.0.pdf?mcid=tGE4TAMA BUCKEYE PARTNERS: Moody's Alters Outlook on 'Ba3' CFR to Positive ----------------------------------------------------------------- Moody's Ratings changed Buckeye Partners, L.P.'s rating outlook to positive from stable and concurrently affirmed the company's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, B1 senior unsecured notes ratings and Ba1 senior secured 1st lien bank credit facility ratings. "Buckeye will have the ability to significantly reduce its financial leverage over the next 12 to 18 months using positive free cash flow and proceeds from asset sales at its affiliated alternative energy company," commented Thomas Le Guay, a Moody's Vice President. RATINGS RATIONALE The positive outlook reflects Moody's view that Buckeye could significantly lower its financial leverage by using a mix of proceeds from asset sales and positive free cash flow underpinned by the resumed dividend contributions from its 57.6% investment in Freeport LNG's second LNG liquefaction train (FLIQ2) and a substantial reduction in capital spending. Buckeye would receive proceeds from asset sales at Buckeye Alternative Energy Solutions Infrastructure (BAES), Buckeye's alternative energy company affiliate, in the form of equity contributions from its parent company Buckeye Energy Holdings LLC (BEH). BAES was carved out of Buckeye through a non-cash distribution to BEH in June 2023. Buckeye's Ba3 CFR continues to reflect the company's significant scale, with about $1 billion in EBITDA and a good asset profile, with historically stable refined product pipelines and complementary terminals forming the majority of its assets and cash flow. Buckeye's CFR has been constrained by a high level of financial leverage since it was taken private by IFM Global Infrastructure Fund (IFM, unrated) in November 2019. Buckeye's 57.6% investment in FLIQ2 carries a large amount of non-recourse debt which Moody's include on a proportionately consolidated basis in Moody's analysis of Buckeye. The CFR incorporates Moody's expectation that IFM will exercise its control over BEH and BAES and limit dividend distributions from Buckeye to support Buckeye's deleveraging goals. Buckeye has adequate liquidity supported by Moody's expectation that the company will start generating positive free cash flow in 2024. As of March 31, 2024, Buckeye had approximately $930 million available under its $1.2 billion senior secured revolving credit facility maturing in November 2028. The company's next debt maturity is $300 million of senior unsecured debt in October 2024. Maintenance covenants include a maximum total net leverage of 6.5x, which became effective for the quarter ended June 30, 2024, and a maximum first lien net leverage of 3.75x. Moody's expects Buckeye to remain in compliance with its financial covenants through 2025. Buckeye's senior unsecured notes are rated B1, one notch below the Ba3 CFR, due to their subordination to the company's first lien senior secured credit facilities. The first lien senior secured credit facilities are rated Ba1, two notches higher than the Ba3 CFR, and reflect the instruments' priority position in the capital structure and the benefit of the loss absorption provided by the unsecured debt below them. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if Buckeye generates meaningful positive organic growth, and executes on its plans to reduce debt and improve its financial profile such that leverage is sustained below 5.5x. Moody's could downgrade the ratings if Buckeye's debt to EBITDA remains sustained above 6x, or if the company's liquidity deteriorates. Buckeye Partners, L.P., is a midstream company based in Houston, Texas. The company's core, legacy assets are its refined products pipeline systems in the Northeast and Midwest, including complementary terminals, which also extend to the Southeastern and Gulf Coast regions of the United States. The company also has wholesale fuel distribution and marketing and domestic and international terminalling facilities. Buckeye is owned by IFM Global Infrastructure Fund (IFM), a private equity sponsor. The principal methodology used in these ratings was Midstream Energy published in February 2022. CASA SYSTEMS: Unsecureds to Recover 8% to 25% in Liquidating Plan ----------------------------------------------------------------- Casa Systems, Inc., and its Debtor Affiliates submitted a Second Amended Disclosure Statement for Joint Plan of Liquidation dated May 16, 2024. The Plan is supported by the Debtors and the Ad Hoc Group, which holds over 98% of the Company's funded debt, including approximately 98% of the Superpriority Term Loans and 100% of the Stub Term Loan. The Debtors intend to sell all or substantially all of their assets pursuant to section 363(f) of the Bankruptcy Code prior to and in connection with confirmation of the Plan. Subsequent to confirmation, the Debtors intend to enter the next phase of these Chapter 11 Cases, which involves the (i) wind-down of the Debtors; and (ii) the liquidation of the Debtors' remaining assets. On or soon after the Petition Date, the Debtors filed a motion (the "Cloud/RAN Sale Motion") seeking approval of the private sale of the Company's Cloud and RAN assets. Following the Petition Date, the Debtors continued to engage in a fulsome marketing process for the Cloud/RAN Assets, ultimately conducting an auction for the Cloud/RAN Assets on April 25, 2024. On April 26, 2024, the Court approved the sale of the Cloud/RAN Assets to Lumine Group US Holdco Inc., for a headline purchase price of $32,250,000.00, and on April 29, 2024, the sale closed. In addition, the Debtors filed a combined motion (the "Bidding Procedures Motion") seeking approval of the bidding procedures (the "Bidding Procedures") and a purchase agreement for the Cable assets (the "Cable Stalking Horse APA"). The Bidding Procedures contain provisions relating to, among other things, (a) participation requirements, (b) access to due diligence, (c) Bid Requirements (as defined in the Bidding Procedures Motion), (d) designation of Qualified Bidders (as defined in the Bidding Procedures Motion), (e) credit bids, (f) auction procedures (as applicable); and (g) the selection of the Successful Bid, Back-Up Bid, or Stalking Horse Bid (each as defined in the Bidding Procedures Motion). On May 10, 2024, the Debtors, the Ad Hoc Group, and the Committee executed that certain Settlement Term Sheet, to the Joint Notice of Settlement Term Sheet Among the Debtors, the Committee, and the Ad Hoc Group (the "Settlement Term Sheet"), providing for a framework for a recovery to General Unsecured Creditors, a KEIP, and other provisions. Class 3 consists of Term Loan Facility Claims. On the Effective Date, or as soon as reasonably practicable thereafter, except to the extent that a Holder of a Term Loan Facility Claim and the Debtors (with the consent of the Required Consenting Term Loan Lenders, such consent not to be unreasonably withheld or delayed) agree to less favorable treatment for such Holder, in full and final satisfaction of the Term Loan Facility Claim, each Holder thereof will receive its pro rata share of the Term Loan Recovery. This Class will receive a distribution of 17.9% of their allowed claims. Class 4 consists of General Unsecured Claims. On the Effective Date, or as soon as reasonably practicable thereafter, except to the extent that a Holder of an Allowed General Unsecured Claim and the Debtors agree to less favorable treatment for such Holder, in full and final satisfaction of its Allowed General Unsecured Claim, each Holder thereof will receive its pro rata share of the GUC Recovery Pool; provided, for the avoidance of doubt, that (a) if the value of the GUC Recovery Pool exceeds the Maximum GUC Recovery Pool Amount, then each dollar of the GUC Recovery Pool in excess of the Maximum GUC Recovery Pool Amount shall be distributed to Holders of Term Loan Facility Claims, or (b) if the value of the GUC Recovery Pool exceeds the amount required for Holders of Allowed General Unsecured Claims to receive the Maximum General Unsecured Claims Recovery Amount, then each dollar of the GUC Recovery Pool in excess of the Maximum General Unsecured Claims Recovery Amount shall be distributed to Holders of Term Loan Facility Claims. This Class will receive a distribution of 8.0% to 25.0% of their allowed claims. Class 4 is Impaired, and Holders of General Unsecured Claims are entitled to vote to accept or reject the Plan. Subject to the terms of the Plan, including the provisions concerning the Professional Fee Reserve Account and the Wind-Down Budget, the Debtors or the Plan Administrator (as applicable) shall fund distributions under the Plan with the proceeds from the Sale Transactions and the liquidation of the Net Distributable Assets and the Preserved Actions, all in accordance with the terms of the Plan. A full-text copy of the Second Amended Disclosure Statement dated May 16, 2024 is available at https://urlcurt.com/u?l=IWJAkB from PacerMonitor.com at no charge. Co-Counsel to the Debtors: Joseph Barry, Esq. Joseph M. Mulvihill, Esq. Timothy R. Powell, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Rodney Square Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: jbarry@ycst.com jmulvihill@ycst.com tpowell@ycst.com SIDLEY AUSTIN LLP Stephen E. Hessler, Esq. (pro hac vice pending) Patrick Venter, Esq. (pro hac vice pending) Margaret R. Alden, Esq. (pro hac vice pending) 787 Seventh Ave. New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 E-mail: shessler@sidley.com pventer@sidley.com malden@sidley.com Ryan L. Fink, Esq. One South Dearborn Chicago, IL 60603 Tel: (312) 853-7000 Fax: (312) 853-7036 E-mail: ryan.fink@sidley.com Julia Philips Roth, Esq. 1999 Avenue of the Stars Los Angeles, CA 90067 Tel: (310) 595-9500 Fax: (310) 595-9501 E-mail: julia.roth@sidley.com About Casa Systems Casa Systems, Inc. (Nasdaq: CASA) is a next-gen technology leader that supports mobile, cable, and wireline communications services providers with market leading solutions. Casa's virtualized and cloud-native software solutions modernize operators' network architectures, expand the range of services they can offer their consumer and commercial customers, accelerate time to revenue and reduce the TCO of their network infrastructure and operations. Casa's suite of open, cloud-native network solutions unlocks new ways for service providers to quickly build flexible networks and service offerings that maximize revenue-generating capabilities. Commercially deployed in more than 70 countries, Casa Systems serves over 475 Tier 1 and regional service providers worldwide. On the Web: http://www.casasystems.com/ On April 3, 2024, Casa Systems, Inc., and two of its affiliates each filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Csae No. 24-10695). In the petition filed by CFO Edward Durkin, Casa Systems estimated assets and liabilities between $100 million and $500 million each. The Debtors' cases have been assigned to the Honorable Karen B. Owens. Casa has engaged Sidley Austin LLP as legal counsel, Ducera Partners LLC as financial advisor, and Alvarez & Marsal North America, LLC as restructuring advisor. Epiq is the claims agent. CAZOO GROUP: To Seek Shareholder Approval of Company Winding Up --------------------------------------------------------------- Cazoo Group Ltd disclosed in a Form 6-K filed with the Securities and Exchange Commission that it plans to hold an Extraordinary General Meeting of Shareholders to seek shareholder approval of the winding up of the Company. The record date for the EGM, which will be held on July 2, 2024, will be May 31, 2024. If the shareholders approve the winding up, liquidators will be appointed, and they will liquidate any remaining assets and satisfy, or make reasonable provisions for, the Company's remaining obligations. About Cazoo Group Ltd Headquartered in London, United Kingdom, Cazoo Group is an online car retailer. Cazoo was founded with a mission to transform the car buying and selling experience across the UK by providing better selection, transparency, and convenience. The Company's aim is to make buying or selling a car no different to ordering any other product online, where consumers can simply and seamlessly buy, sell and finance a car entirely online for delivery or collection. Since its launch in the UK in December 2019, the Company has experienced rapid growth and sold more than 100,000 cars to Retail customers across the UK as of Dec. 31, 2022. London, United Kingdom-based Ernst & Young LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities and has stated that substantial doubt exists about the Company's ability to continue as a going concern. In a Form 12b-25 filed with the Securities and Exchange Commission, the Company said that as a result of the significant amount of time devoted by management of the Company to pursuing strategic alternatives and changing its business model as previously disclosed, which has also required a dedication of the Company's limited personnel and financial resources that precluded the Company from completing the preparation and review of its financial statements and disclosures for the reporting period, and because of the Company's liquidity concerns whereby it would not be able to demonstrate an ability to continue as a going concern in the medium- to long-term, the Company is unable to file its Form 20-F for the fiscal year ended Dec. 31, 2023 on or before the prescribed filing date without unreasonable effort or expense. The Company does not currently expect to file the 2023 Form 20-F on or before the fifteen-day extension period granted pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended. At this time, the Company cannot estimate when it will be able to file the 2023 Form 20-F, if at all. CEDAR CIRCLE: Case Summary & Five Unsecured Creditors ----------------------------------------------------- Debtor: Cedar Circle Group, LLC d/b/a Cedar Circle Apartments 2820 Cedar Circle Killeen TX 76543 Business Description: Cedar Circle 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 Western District of Texas Case No.: 24-60309 Judge: Hon. Michael M. Parker Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carl Marion as manager. A copy of the Debtor's list of five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UEZYQLI/Cedar_Circle_Group_LLC__txwbke-24-60309__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G5V26QY/Cedar_Circle_Group_LLC__txwbke-24-60309__0001.0.pdf?mcid=tGE4TAMA CENTRAL LOAN: Asks Court to Approve Bid Rules for Sale of Assets ---------------------------------------------------------------- Central Loan Company, LLC asked the U.S. Bankruptcy Court for the District of New Mexico to approve the bid rules in connection with the sale of substantially all of its assets. The company is selling its assets to HP Capital Company, LLC or to another buyer who will be selected as the winning bidder at a court-supervised auction. The assets up for sale include the company's real property located at 2601 Main St., Las Cruces, N.M.; and a portfolio of loans, furniture, equipment and other assets used to operate its business. HP Capital offered $365,000 for the real property and $1.45 million for the business assets for a total purchase price of $1.815 million. In the event it is not selected as the winning bidder at the auction, HP Capital will receive a break-up fee in the amount of 2% of the final purchase price. Central Loan Company will conduct the auction within 10 days of the deadline for submission of bids. The company set a deadline of 21 days from court approval of the bid rules for other interested buyers to submit a qualified bid. For a bid to be considered a qualified bid, it must exceed the total purchase price by at least $50,000, and must be accompanied by a deposit of $100,000. Central Loan Company will select the highest and best offer from the qualified bids received, which will be the starting bid at the auction. Subsequent bids will be made in minimum increments of $10,000. Closing on the sale will occur within 30 days after entry of an order approving the auction results. About Central Loan Company Central Loan Company, LLC, a loan agency in Las Cruces, N.M., filed Chapter 11 petition (Bankr. D. N.M. Case No. 23-10917) on Oct. 18, 2023, with $1 million to $10 million in both assets and liabilities. Brian Foltyn of REDW serves as Subchapter V trustee. Judge Robert H. Jacobvitz oversees the case. Thomas D. Walker, Esq., at Walker & Associates, P.C. represents the Debtor as legal counsel. CHARGE ENTERPRISES: Bankruptcy Spurs Probe, Securities Class Suits ------------------------------------------------------------------ The Law Offices of Howard G. Smith on June 3 disclosed that a class action lawsuit has been filed on behalf of investors who purchased Charge Enterprises, Inc. ("Charge" or the "Company") (NASDAQ: CRGE) common stock between December 15, 2021 and February 28, 2024, inclusive (the "Class Period"). Charge investors have until July 29, 2024 to file a lead plaintiff motion. Investors suffering losses on their Charge investments are encouraged to contact the Law Offices of Howard G. Smith to discuss their legal rights in this class action at 888-638-4847 or by email to howardsmith@howardsmithlaw.com. On November 21, 2023, Charge disclosed that it had received a default notice from its senior lender, Arena Investors, LP ("Arena"), stating that its prior belief that it had "approximately $9.9 million of Company assets . . . in the form of cash, cash equivalents, marketable securities or similar readily liquid assets" was false; instead, these funds had been invested in KORR Value and were thus "not immediately able to be liquidated or readily accessible." Charge warned that if it "[continued] not to have sufficient liquidity to pay the principal and interest on the [Arena] Notes. . . these circumstances could result in a default under other of the Company's debt instruments and agreements that contain cross-default provisions" which would "have a material adverse effect on the Company's liquidity, financial condition and results of operations, and may render the Company insolvent and unable to sustain its operations and continue as a going concern." Then, on December 6, 2023, Charge revealed that it had received additional default notices from Arena and that the Company would be ceasing the operations of certain of its telecommunications subsidiaries in an effort to preserve liquidity. Then, on January 25, 2024, Charge disclosed that it had received a foreclosure notice, and that, to satisfy its outstanding debt, Arena would be holding an auction liquidate 100 percent of the equity interests in certain Charge subsidiaries. Then, on February 28, 2024, Charge announced that it had entered into a Restructuring Support Agreement with two affiliates of Arena. The following day, on February 9, 2024, NASDAQ suspending trading of Charge common stock. Then, on March 7, 2024, Charge filed its voluntary petition for bankruptcy. The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (1) the Company was invested in an illiquid limited partnership Interest; (2) the Company's investments with KORR Acquisitions were "critical" to Charge's liquidity, and the failure to return them proximately caused a default on the Arena Notes; (3) the Company was facing a serious liquidity crisis and risk of default under the Arena Notes on account of Orr and KORR Acquisitions' failure to return the Company funds; (4) Charge's internal disclosure controls and procedures were not effective during the Class Period; and (5) as a result, Defendants' positive statements about the Company's business, operations, and prospects were materially misleading and/or lacked a reasonable basis at all relevant times. If you purchased Charge common stock, have information or would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Howard G. Smith, Esquire, of Law Offices of Howard G. Smith, 3070 Bristol Pike, Suite 112, Bensalem, Pennsylvania 19020, by telephone at (215) 638-4847 or by email to howardsmith@howardsmithlaw.com, or visit our website at www.howardsmithlaw.com. Other law firms have also announced an investigation of Charge Enterprises on behalf of investors concerning the Company's possible violations of federal securities laws. The firms include Frank R. Cruz Law Firm and Glancy Prongay & Murray LLP. The Portnoy Firm has also initiated an investor class action. About Charge Enterprises Charge Enterprises, Inc. is an electrical, broadband, and electric vehicle charging infrastructure company that provides clients with end-to-end project management services, from advising, designing, engineering, acquiring, and installing equipment, to monitoring, servicing, and maintenance. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10349) on March 7, 2024, with $114,368,349 in assets and $48,718,180 in liabilities. Craig Harper-Denson, authorized officer, signed the petition. The Debtor tapped Ian J. Bambrick, Esq. at FAEGRE DRINKER BIDDLE & REATH LLP as bankruptcy counsel; BERKELEY RESEARCH GROUP, LLC as financial restructuring adviser; and SQUIRE PATTON BOGGS (US) LLP as special litigation counsel. * * * On April 24, 2024, the Bankruptcy Court entered an order confirming the Company's Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization. The Plan became effective on May 6, 2024, and all CRGEQ shares were canceled. CHEMOURS CO: Moody's Confirms 'Ba3' CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings confirmed The Chemours Company's ("Chemours") Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba1 rating on its senior secured bank credit facilities, and the B1 rating on its senior unsecured notes. The speculative grade liquidity rating ("SGL") has been downgraded to SGL-2 from SGL-1. These actions complete the review, which began on March 1, 2024 following the announcement that the company had placed its CEO, CFO and Controller on administrative leave and that the Audit Committee of the Board of Directors was conducting an internal review with the assistance of outside counsel. The outlook has been changed to stable from rating on review. "The actions taken by the Board, along with the absence of any material restatements to previously filed financial statements have allowed Moody's to confirm Chemours' rating," stated John Rogers, Senior Vice President and lead analyst on Chemours. RATINGS RATIONALE Chemours' Ba3 CFR reflects the company's substantial size, relatively low balance sheet debt, and its position as a leading global producer of TiO2 pigments and fluoroproducts. The rating is tempered by the potential size of future litigation costs and environmental remediation liabilities related to PFAS. The company's proprietary technology, back integration into ore and size of its facilities in the TiO2 business provides a meaningful cost advantage versus smaller competitors in the industry. The fluoroproducts business is divided into its Thermal & Specialized Solutions ("TSS") segment, which includes refrigerants and other high value fluoroproducts, and its Advanced Performance Materials ("APM"), which includes fluoropolymers like Teflon. TSS continues to have favorable long term secular growth outlook from proprietary products like Opteon, helped by environmental regulations, which seek to phase down or out traditional HFC refrigerants. Chemours is one of only two major producers of HFO refrigerants, which have a negligible impact on global warming compared to traditional HFC refrigerants. However, black-market imports of older HFC refrigerants in Europe continue to adversely impact sales. Chemours' solid credit metrics and leading market positions are offset by substantial litigation risk stemming from the large numbers of actions filed by states, environmental regulators, businesses and private plaintiffs associated with per- and polyfluoroalkyl substances ("PFAS"), which have been used and sold by the company and its predecessors for more than 70 years. However, compared to 3M Company (A3 negative), Chemours and its predecessors sold PFAS containing products into a much more limited number of downstream applications over that timeframe. As a result of the internal review, (i) both the CEO and CFO have resigned; (ii) the company will need to remediate four material weaknesses regarding its internal control over financial reporting; (iii) senior management was found to have increased cash flow from working capital in 2022 and 2023 to meet free cash lfow targets that Chemours had communicated publicly and which were also part of a key metric for determining incentive compensation for executive officers; and (iv) there were no material restatements to the previously filed financial statements. Moody's views the actions taken by the Board to be appropriate given the conduct of the CEO and CFO. The new CEO and interim CFO have started the process to remediate the identified material weaknesses and provided additional information to all stakeholders. The status of any potential investigations by the SEC or DoJ is not known but Moody's expects any potential fines to be small given the lack of criminal conduct or material restatements to previously filed financial statements. Moody's also expects shareholder lawsuits will be immaterial as well. LIQUIDITY Chemours' SGL-2 rating indicates solid liquidity due to over $700 million of cash and the expectation for limited free cash flow (Moody's definition) over the next four to six quarters. Secondary liquidity is provided by about $850 million in revolver availability (excludes roughly $50 million of letter of credit outstanding) at March 31, 2024. The company also has access to a $175 million accounts receivable facility, which is fully utilized. The revolver has a maximum secured Net Debt/EBITDA ratio of 2.0x and Chemours is expected to be in compliance with this covenant over the next 12-18 months. OUTLOOK The stable outlook assumes that there are no additional large settlements related to PFAS liabilities of more than a $1 billion over the next 12 months, which would provide the company time to bolster its cash balances. Additionally, it assumes that credit metrics will remain supportive of its ratings. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade will be considered if and when there is better clarity on the potential timing and scale of PFAS litigation related settlements and remediation liabilities. Moody's would consider a downgrade, if (i) PFAS litigation and settlement related costs were expected to be over $4.0 billion in the next 12-18 months; (ii) there were to be any concern that DuPont and Corteva would not continue to support the company to address future PFAS related costs; (iii) cash balances and liquidity were to deteriorate significantly and at the same time Debt/EBITDA was expected to exceed 4.0x on a sustained basis. ESG CONSIDERATIONS Chemours' CIS-5 score indicates that the rating is two or more notches lower than it would be if ESG risks were not incorporated into the rating. The CIS-5 score primarily relates the company's PFAS litigation exposure and reflects the substantial and growing risks stemming from the actions filed by states, environmental regulators, businesses and private plaintiffs. Its E-5 score is tied to the discharge of PFAS from production facilities owned by Chemours and its predecessors. The S-4 score reflect the Health & Safety and Responsible Production risks associated with the products that the company and its predecessors produced. The company's G-3 score reflects financial policies that support its current ratings and the limited tenure of current CEO. COMPANY PROFILE The Chemours Company, headquartered in Wilmington, Delaware, is a leading global producer of performance chemicals through three primary segments: Titanium Technologies, Thermal & Specialized Solutions and Advanced Performance Materials. Revenues for the last twelve months ended March 31, 2024 were roughly $5.8 billion. The principal methodology used in these ratings was Chemicals published in October 2023. CHICKEN SOUP: Star Mountain Marks $6.3MM Loan at 52% Off -------------------------------------------------------- Star Mountain Lower Middle-Market Capital Corp has marked its $6,380,856 loan extended to Chicken Soup for the Soul, LLC to market at $3,086,420 or 48% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in Star Mountain's Form 10-K for the Fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission. Star Mountain is a participant in a First Lien Senior Secured Term Loan to Chicken Soup for the Soul, LLC. The loan accrues interest at a rate of 13.93% (S + 8.60%) per annum. The loan was scheduled to mature last March 31, 2024. According to Star Mountain, the maturity date is under on-going negotiations with the portfolio company and other lenders, as applicable. Star Mountain Lower Middle-Market Capital Corp. is an externally managed, closed-end management investment company and has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended. The Company's investment objectives are to generate current income and capital appreciation. Star Mountain is led by Brett A. Hickey, Chief Executive Officer and President; and Christopher J. Gimbert, Chief Financial Officer. The fund can be reach through: Brett A. Hickey Star Mountain Lower Middle-Market Capital Corp 140 E. 45th Street, 37th Floor New York, NY 10017 Tel: (212) 810-9044 About Chicken Soup Chicken Soup for the Soul Entertainment, Inc. provides premium content to value-conscious consumers. The Company is one of the largest advertising-supported video-on-demand (AVOD) companies in the US, with three flagship AVOD streaming services: Redbox, Crackle and Chicken Soup for the Soul. In addition, the Company operates Redbox Free Live TV, a free ad-supported streaming television (FAST) service with nearly 170 channels as well as a transactional video-on-demand (TVOD) service, and a network of approximately 27,800 kiosks across the U.S. for DVD rentals. To provide original and exclusive content to its viewers, the Company creates, acquires, and distributes films and TV series through its Screen Media and Chicken Soup for the Soul TV Group subsidiaries. The Company's best-in-class ad sales organization is known to advertisers as Crackle Connex, a sales platform of unique scale and differentiated reach. Across Redbox, Crackle, Chicken Soup for the Soul and Screen Media, the Company has access to over 50,000 content assets, with over 60,000 programming hours. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous books series and produces super-premium pet food under the Chicken Soup for the Soul brand name. New York, New York-based Rosenfield and Company, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 19, 2024, citing that the Company has suffered significant losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CHPPR MIDCO: S&P Assigns Final 'B-' ICR, Outlook Negative --------------------------------------------------------- S&P Global Ratings finalized its 'B-' issuer credit rating on air medical transportation services company CHPPR MidCo Inc. S&P also finalized its 'B-' issue-level rating on the company's $250 million exit term loan. The negative outlook reflects reimbursement rate uncertainty in the near term and downside risk to S&P's base case of significant operational improvement. S&P said, "We are finalizing our ratings on CHPPR MidCo following the issuance of audited fresh-start financial statements that were in line with our expectations. We had previously assigned preliminary ratings following the company's emergence from Chapter 11 bankruptcy." CITY TRUST: Seeks to Hire Payton & Associates as Special Counsel ---------------------------------------------------------------- City Trust Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Payton & Associates, LLC as special counsel. The Debtor needs a special counsel to represent its interests in the pending case captioned Francine M. Rose, et al. vs Jorge Llaguno, et al., Case No. 2017-024587-CA-01, Circuit Court, Eleventh Judicial Circuit of Florida. The hourly rates of the firm's attorneys are as follows: Harry A. Payton, Esq. $550 Susan Mohorcic, Esq. $400 Mr. Payton 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: Harry A. Payton, Esq. Payton & Associates, LLC 2 S. Biscayne Blvd., Suite 2200 Miami, FL 33131 Telephone: (305) 564-9316 About City Trust Investments City Trust Investments, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-14100) on Apr. 26, 2024, listing under $1 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. The Debtor tapped Sagre Law Firm PA as bankruptcy counsel and Payton & Associates, LLC as special counsel. CLEARSIGN TECHNOLOGIES: Provides First Quarter 2024 Update ---------------------------------------------------------- ClearSign Technologies Corporation provided an update on operations for the quarter ended March 31, 2024. "We ended 2023 carrying some commercial momentum and that has carried into the current year," said Jim Deller, Ph.D., chief executive officer of ClearSign. "We have delivered and started significant process burner installations, some of which have resulted in additional orders, as seen with Kern Energy. In addition, we believe that having the performance of our process burner technology assessed to establish new California Best Available Control Technology (BACT) emissions thresholds, that were finalized in February, is another meaningful validating factor for our technology. We now also have operational boiler burner installations providing references in that product line, and we received our first order from a multi-boiler burner commitment in February. We also expect that the upcoming 1200hp 2.5ppm NOx boiler burner startup for a recycling customer California will be a significant industry event. In general, we believe customer awareness of, and confidence in our products is building, and we look forward to increased acceptance and sales of our technologies," concluded Dr. Deller. Recent strategic and operational highlights during, and subsequent to, the end of the first quarter 2024 include: Company Reported Record First Quarter Revenue: The Company reported First Quarter Revenue of $1.1 million compared to $900,000 for the first quarter of 2023. Announced Successful Start-Up of Second Multi-Burner Heater at Kern Energy: The five-burner heater had a successful start-up with independent source testing confirming emissions levels below guarantee. This follows the successful installation and start-up of the first eight-burner heater in January. Received Orders for the Engineering of Burners for Two Additional Heaters at Kern Energy: ClearSign received two additional purchase orders to complete the detailed engineering of burners for the retrofitting of two more process heaters in the California refinery for a total of four burners. These orders follow the recent successful installations of two multi burner heater orders at Kern Energy's refinery site. Like previous orders, this initial engineering is anticipated to be followed by purchase orders for the manufacture and supply of burners. Received Best Available Control Technology (BACT) Determinations for Single and Multi-Process Burner Heaters: ClearSign's process burner performance has been assessed as part of the South Coast Air Quality Management District of California (SCAQMD) periodic public participation process to enhance existing BACT determinations and its results have contributed to the establishment of new BACT emissions limits for both single and multi-burner configurations. Received First Multi-Boiler Burner Purchase: The Company's partner, California Boiler, received a letter of intent for four boilers to be fitted with the ClearSign Core (Rogue) burners as well as the purchase order for the first boiler of the series. California Boiler has in turn placed their order with ClearSign for the first burner. Cash, cash equivalents and short-term investments were approximately $4.6 million as of March 31, 2024. Subsequent to the quarter, the Company closed an equity offering with net proceeds of approximately $8.7 including the overallotment exercised in full on May 10, 2024. There were 39,043,023 shares of the Company's common stock issued and outstanding as of March 31, 2024. About ClearSign Technologies Headquartered in Tulsa, Oklahoma, ClearSign Technologies Corporation -- http://www.clearsign.com/-- designs and develops products and technologies for the purpose of improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety and overall cost-effectiveness. The Company's patented technologies, embedded in established OEM products as ClearSign Core and ClearSign Eye and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. Santa Monica, California-based BPM CPA LLP, the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 29, 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. CMM MINEOLA: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: CMM Mineola, LLC 614 Oak Avenue Sulphur Springs TX 75482-4134 Business Description: CMM Mineola is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 24-60336 Debtor's Counsel: Michael E Gazette, Esq. LAW OFFICES OF MICHAEL E GAZETTE 100 E Ferguson Street Suite 1000 Tyler, TX 75702 Tel: (903) 596-9911 Email: megazette@suddenlinkmail.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Chad Cable as managing 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/SOMILCI/CMM_Mineola_LLC__txebke-24-60336__0001.0.pdf?mcid=tGE4TAMA COLUMBUS MCKINNON: Moody's Affirms 'Ba3' CFR, Outlook Stable ------------------------------------------------------------ Moody's Ratings affirmed the ratings of Columbus McKinnon Corporation, including the Ba3 corporate family rating, the Ba3-PD probability of default rating, and the Ba2 ratings on the company's senior secured first lien bank credit facilities. The SGL-1 speculative grade liquidity rating ("SGL") is unchanged. The outlook is stable. The ratings affirmation reflects Moody's expectation that Columbus McKinnon will experience modest revenue growth along with a stable EBITA margin over the next few years, accompanied by strong free cash generation. Although debt levels will increase from time to time with acquisitions, Moody's expects the company will pursue sufficiently prudent capital deployment policies to keep debt-to-EBITDA close to 4x. RATINGS RATIONALE Columbus McKinnon's ratings are supported by its favorable market position and strong brands in the material handling and motion control end markets. Its diverse product portfolio ranges from hoists, actuators, rigging tools and digital power control systems to precision conveyor systems and related products. The company benefits from a strong backlog that supports low single-digit revenue growth with a mid-teens EBITA margin. Organic revenue growth will be supplemented by acquisition-related growth. The company's pricing leverage will be an important contributor to growth. However, the company maintains a sizable debt balance as the result of acquisitions in recent years. This results in debt-to-EBTIDA that is somewhat elevated at approximately 4x as of the fiscal year ending March 31, 2024. As well, the company's relatively modest scale when compared to large, diversified manufacturers and exposure to certain cyclical end markets are key credit constraints. Additionally, the company is exposed to ongoing global macroeconomic headwinds including inflation, foreign exchange and supply chain pressures. The stable outlook reflects Moody's expectation that the company will experience flat to 2% revenue growth in fiscal year 2025 while maintaining EBITA margin between 13% and 14%. Moody's expects Columbus McKinnon to deploy a portion of its free cash flow toward debt repayment over this time, allowing debt-to-EBITDA to decline below 4.0x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Columbus McKinnon's ratings could be upgraded if the company can expand EBITA margin into the high teens range while achieving organic revenue growth. The ability to continue integrating modestly-sized acquisitions while using a significant portion of free cash flow to repay debt, resulting in debt-to-EBITDA sustained below 3.5x would also support higher ratings. The ratings could be downgraded if Columbus McKinnon were to increase the pace, size or complexity of acquisitions that would present substantial integration challenges or a significant increase in debt. Debt-to-EBITDA sustained above 4.5x would warrant lower ratings consideration, as would free cash flow of below 5%. A downgrade could also be prompted if the company adopts an increasingly aggressive financial policy. The principal methodology used in these ratings was Manufacturing published in September 2021. Columbus McKinnon Corporation, headquartered in Charlotte, NC, is a publicly traded diversified industrial manufacturer with operations in Lifting, Linear Motion, Automation and Precision Conveyance platforms. Revenue for the fiscal year ended March 31, 2024, totaled $1.0 billion. CONCRETE SOLUTIONS: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------------- The U.S. Bankruptcy Court for Central District of California, Northern Division, authorized Concrete Solutions & Supply to use cash collateral on a final basis in accordance with the budget, with a 15% variance, through July 28, 2024. MUFG Union Bank, N.A. holds a senior priority lien in cash collateral and the U.S. Small Business Administration appears to hold a junior priority. The Debtor will make monthly adequate protection payments to Bank in the amount of $1,500 due the 15th day of each month at a physical or electronic address specified by Bank. If the Debtor's bank charges a fee to make an electronic payment, then the Debtor may pay the adequate protection payment by physical check to an address provided by Bank. As further adequate protection, the Secured Creditors are granted replacement liens in the Debtor's assets to the extent their prepetition liens attached to property of the Debtor prepetition and with the same validity, priority, extent and description of collateral. The Debtor is not waiving any challenge it or any other party-in-interest may have to the Secured Creditors' security interests. A copy of the order is available at https://urlcurt.com/u?l=hQ5FVM from PacerMonitor.com. About Concrete Solutions & Supply Concrete Solutions & Supply sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 9:23-bk-10314-RC) on April 25, 2023. In the petition signed by Alton Anderson, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Ronald A. Clifford III oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation Inc., represents the Debtor as legal counsel. CONGREGATION BNAI: Seeks Court Nod to Sell Murrieta Property ------------------------------------------------------------ Congregation Bnai Chaim of Murrieta Hot Springs asked the U.S. Bankruptcy Court for the Central District of California to approve the sale of its real property to Lighthouse Education Center Inc. or another buyer with a better offer. The property is a 7,686-square-foot religious facility situated on 2.29 acres of land in the City of Murrieta, Calif. Lighthouse offered $1.75 million for the property. The buyer made a deposit of $17,500 into an escrow and agreed to pay the balance of the purchase price at closing. The proposed sale to Lighthouse is subject to overbid. The proposed buyer has agreed to increase the purchase price by $50,000 if there is an overbid. If the court does not approve Lighthouse as buyer, the escrow will be cancelled, and Lighthouse's exclusive remedy will be the return of the deposit to the buyer. Any interested buyer who wants to participate in the overbid process must notify Congregation in writing its intention to do so no later than 5:00 p.m. (Pacific Time) on June 7, and must provide evidence of its financial ability to close. The bid must be accompanied with a $50,000 deposit. The initial overbid for the property is $1.8 million, with subsequent overbids being made in minimum increments of $10,000. Congregation Bnai Chaim will use the proceeds from the sale to, among other things, pay the closing costs, broker's commission and real property taxes. After payment of these items, Congregation Bnai Chaim anticipates approximately $1.624 million in sale proceeds. It will hold the proceeds pending further court order regarding confirmation of its Chapter 11 plan of liquidation. About Congregation Bnai Chaim Established in 1974, Congregation Bnai Chaim of Murrieta Hot Springs, a California nonprofit religious corporation, opened its synagogue in 1983 at 29500 Via Princesa, Murrieta, California 92563. The Debtor served the Conservative branch of Judaism for the community for about 200 families in the area. Congregation Bnai Chaim of Murrieta Hot Springs filed a voluntary Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-15822) on Dec. 13, 2023, with $1 million to $10 million in assets and $100,001 to $500,000 in liabilities. Judge Mark D. Houle oversees the case. Till Law Group is the Debtor's legal counsel. D&D TRANS: Robert Handler Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 11 appointed Robert Handler of Commercial Recovery Associates, LLC as Subchapter V trustee for D&D Trans, Inc. Mr. Handler will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Handler declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert P. Handler Commercial Recovery Associates, LLC 205 West Wacker Drive, Suite 918 Chicago, IL 60606 Tel: (312) 845-5001 x221 Email: rhandler@com-rec.com About D&D Trans Inc. D&D Trans, Inc. is an Illinois-based company operating in the trucking industry. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07279) on May 16, 2024, with $1 million to $10 million in both assets and liabilities. Denis Coledinschi, president, signed the petition. Saulius Modestas, Esq., at Modestas Law Offices, P.C. represents the Debtor as bankruptcy counsel. D.A. BEEC-007: Case Summary & Three Unsecured Creditors ------------------------------------------------------- Debtor: D.A. BEEC-007, LLC 458 N. Doheny Drive, Ste 1889 Los Angeles, CA 90048 Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-14433 Judge: Hon. Julia W. Brand Debtor's Counsel: Julie N. Nong, Esq. NT LAW 2600 W. Olive Ave., 5th Fl. #647 Burbank, CA 91011 Tel: 888-588-0428 Email: julienong@ntlawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Anne Kihagi as manager. A copy of the Debtor's list of three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/O3ZXQNQ/DA_BEEC-007_LLC__cacbke-24-14433__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OSZXORI/DA_BEEC-007_LLC__cacbke-24-14433__0001.0.pdf?mcid=tGE4TAMA DACO FIRE: Seeks to Hire Barron & Newburger as Bankruptcy Counsel ----------------------------------------------------------------- Daco Fire Equipment, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Barron & Newburger, PC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor of its rights, powers, and duties in the continued management of its assets; (b) review the nature and validity of claims asserted against the property of the Debtor and advise concerning the enforceability of such claims; (c) prepare on behalf of the Debtor all necessary legal documents and review all financial and other reports to be filed in the Chapter 11 case; (d) advise the Debtor concerning and prepare responses to, legal papers which may be filed in the Chapter 11 case; (e) counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; (f) perform all other legal services for and on behalf of the Debtor which may be necessary and appropriate in the administration of the Chapter 11 case and its business; and (g) work with professionals retained by other parties in interest in this case to attempt to obtain approval of a consensual plan of reorganization for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Stephen Sather, Esq. $600 David Stern, Esq. $425 Other Attorneys $350 - $550 The firm will also seek reimbursement for expenses incurred. The firm received a retainer in the amount of $20,000 from the Debtor. Stephen Sather, Esq., an attorney at Barron & Newburger, 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: Stephen W. Sather, Esq. Barron & Newburger PC 7320 N. MoPac Expy., Ste. 400 Austin, TX 78731 Telephone: (512) 476-9103 Facsimile: (512) 279-0310 Email: ssather@bn-lawyers.com About DACO Fire Equipment DACO Fire Equipment, Inc. manufactures and repairs fire trucks throughout Texas and Oklahoma. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-50087) on April 24, 2024. In the petition signed by Wesley Dobmeier, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert L. Jones oversees the case. Stephen W. Sather, Esq., at Barron & Newburger, PC is the Debtor's legal counsel. DANIEL J. WALLACE MD: Case Summary & 12 Unsecured Creditors ----------------------------------------------------------- Debtor: Daniel J. Wallace M.D., a Medical Corporation d/b/a Wallace and Lee Center 8750 Wilshire Blvd., Suite 210 Beverly Hills, CA 90211 Business Description: Wallace & Lee Center in Beverly Hills specializes in treatment of rheumatic diseases and the research of autoimmune and inflammatory diseases. Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-14429 Judge: Hon. Barry Russell Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Bevely Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com Total Assets: $301,368 Total Liabilities: $3,884,496 The petition was signed by Daniel J. Wallace M.D. as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3FZ53JQ/Daniel_J_Wallace_MD_a_Medical__cacbke-24-14429__0001.0.pdf?mcid=tGE4TAMA DAVE & BUSTER: S&P Alters Outlook to Positive, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Dallas-based dining and entertainment venue operator Dave & Buster's Inc. (D&B) to positive from stable and affirmed its B issuer credit rating. S&P expects better profitability from a more effective pricing strategy and cost rationalization at D&B, partially offset by slower top-line growth next year given muted walk-in retail traffic. Through fiscal 2023, D&B grew its revenues 12% to $2.2 billion. The higher sales were attributed to increased revenues from Main Event stores, which it acquired on June 29, 2022, incremental revenue from 16 new D&B stores (bringing the total store count to 220) and added sales from an extra week in the fiscal year. These factors were partially offset by a 6.5% contraction in comparable store sales. The weaker same store sales were due primarily to reduced walk-in traffic relative to the robust consumer environment of the prior year, mitigated by higher food and beverage prices and more special event bookings. S&P expects low-single-digit percent positive sales growth in fiscal 2024 as pricing initiatives and higher spending on games are largely offset by continued weakness in visitation. Despite the expectation for slower sales in the coming year, D&B demonstrated significantly stronger profitability. Through fiscal 2023, its S&P Global Ratings-adjusted EBITDA margins widened 140 basis points (bps) to 33.1% compared with 31.7% in the prior year. This was driven primarily by an improvement in food and beverage margins after the company implemented menu price increases, streamlined menu options, and prioritized supply chain and ingredients optimization. A favorable shift to higher-margin entertainment sales and the absence of transaction and integration costs from the prior year also supported the expansion. S&P said, "Therefore, we expect D&B to maintain S&P Global Ratings-adjusted EBITDA margins of about 33% over the next 12 months. We anticipate D&B's efforts to attract customers, such as through the launching of a premium dine-in menu of over 20 new items, a new rewards system for members, and new social wagering games in fiscal 2024, will drive strong operating performance. "We expect continued stable performance and subsequently robust cash flow generation to result in S&P Global Ratings-adjusted leverage in the 4x area over the next 12 months. D&B's S&P Global Ratings-adjusted leverage improved substantially to 4.0x in fiscal 2023 from 4.6x in fiscal 2022, primarily due to EBITDA growth of 17% year over year. We anticipate its S&P Global Ratings-adjusted leverage will approach the high-3x area over the next two years as EBITDA grows." Although its S&P Global Ratings-adjusted free operating cash flow (FOCF) dropped significantly in fiscal 2023 to less than $100 million from over $250 million last year, this was largely due to considerably larger growth investments of almost $330 million compared with $230 million last year, as well as higher interest expense. S&P expects FOCF to grow to over $120 million in fiscal 2024 and $165 million in fiscal 2025. S&P said, "We believe continued inflationary pressure on the consumer wallet amid an increasingly uncertain economic environment and exposure to the niche out-of-home entertainment industry poses a risk for D&B. In our view, D&B offers a highly discretionary service and faces various forms of competition and substitutes. Increasing costs of essential products and services will likely limit discretionary spending, and consumers may seek more affordable out-of-home and in-home entertainment substitutes, presenting a meaningful top-line headwind for the company. "We continue to apply a negative comparable rating analysis modifier, which is a holistic view of the overall credit profile, given the intensity of competitive pressures and additional susceptibility to economic downturns in the consumer discretionary space. The modifier also reflects risk from the company's focus on the niche out-of-home entertainment industry, vulnerability to discretionary consumer spending trends, small store base, and aggressive acquisitive growth strategy." The positive outlook reflects the potential for an upgrade if D&B continues to deliver strong operating margins and maintains leverage below 4.0x. S&P could revise the outlook on D&B to stable if: -- S&P expects it to sustain S&P Global Ratings-adjusted leverage at or above 4x. This could occur if profitability erodes or the company adopts a more aggressive financial policy; or -- S&P expects same store sales growth to be persistently negative or the company loses market share due to competitive pressures. S&P could raise its rating on D&B if: -- It achieves profitable growth through continued successful new unit development at both D&B and Main Event venues, increasing overall scale and market share; and -- The company maintains leverage below 4x on a sustained basis. DIOCESE OF OGDENSBURG: Seeks to Extend Plan Exclusivity to Oct. 11 ------------------------------------------------------------------ The Roman Catholic Diocese of Ogdensburg, New York asked the U.S. Bankruptcy Court for the Northern District of New York to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to October 11 and December 10, 2024, respectively. An analysis of the factors demonstrates that sufficient cause exists for extending the Exclusivity Period and Solicitation Period: * First, the size and complexity of this case warrants an extension of the Exclusivity Period and Solicitation Period. Extraordinary effort has been expended by the Diocese in the past several months to address and resolve significant issues. As the Court is aware from the proceedings to date in this Chapter 11 Case, the administration of this case alone presents unique and extraordinary issues that are not typical of other chapter 11 cases before this Court. * Second, the Diocese's significant progress to date in the Chapter 11 Case also justifies the requested extension of the Diocese's exclusive periods. The Diocese has worked with its key constituencies on numerous issues and has made notable progress at this stage of the Chapter 11 Case toward resolving matters that are critical to the eventual formulation of a chapter 11 plan, including obtaining the Mediation Fee Order, resolving discovery disputes and orderly producing discoverable documents to the Committee and the insurers, and preparing for and attending mediation. * In addition, the Diocese has been paying its post-petition debts when due in the ordinary course of business. The fact that a debtor has sufficient liquidity to pay its post-petition debts as they come due supports the granting of an extension of the debtor's exclusive periods because it suggests that such an extension will not jeopardize the rights of post-petition creditors. The Diocese will continue to pay its undisputed post petition debts as they come due, and it anticipates having adequate liquidity to do so. * Moreover, because the Chapter 11 Case is still in its early stages, the Diocese respectfully asserts that it must be given the opportunity to continue the work it has already commenced to formulate a confirmable chapter 11 plan. The Diocese seeks to continue to work with the Committee, its insurance carriers, and other parties in interest to resolve issues and facilitate the development of any chapter 11 plan. Of critical importance are those issues concerning insurance coverage, which the Diocese has begun to address with its key insurance carriers. Counsel for the Debtor: Charles J. Sullivan, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (518) 533-3000 Email: csullivan@bsk.com About Roman Catholic Diocese of Ogdensburg The Diocese of Ogdensburg is a Latin Church ecclesiastical territory, or diocese, of the Catholic Church in the North Country region of New York State in the United States. It is a suffragan diocese in the ecclesiastical province of the Archdiocese of New York. Its cathedral is St. Mary's in Ogdensburg. The Diocese of Ogdensburg was founded on February 16, 1872. It comprises the entirety of Clinton, Essex, Franklin, Jefferson, Lewis and St. Lawrence counties and the northern portions of Hamilton and Herkimer counties. The current bishop is Terry Ronald LaValley. On July 17, 2023, the Roman Catholic Diocese of Ogdensburg sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60507), with $10 million and $50 million in both assets and liabilities. Mark Mashaw, diocesan fiscal officer, signed the petition. Judge Patrick G. Radel oversees the case. Bond, Schoeneck & King, PLLC is the Diocese's bankruptcy counsel. Stretto, Inc., is the claims agent and administrative advisor. DISTINCTIVE CORP: Seeks to Tap Crowder Law Center as Legal Counsel ------------------------------------------------------------------ Distinctive Corporation seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ the Crowder Law Center, PC as its counsel. The firm's services include: (a) advise the Debtor with respect to its powers and duties; (b) attend meetings and negotiate with creditors and other parties in interest and advise and consult on the conduct of the case; (c) take all necessary actions to protect and preserve the Debtor's estate; (d) prepare on behalf of the Debtor all legal papers and review but not to prepare the monthly operating reports required to be filed in the herein case; (e) negotiate and prepare on the Debtor's behalf a plan for reorganization, and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) advise the Debtor in connection with the possible sale or any possible refinance of its assets; (g) appear before the court and the U.S. Trustee and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advise to the Debtor in connection with its Chapter 11 case. The firm will be paid at these hourly rates: Douglas A. Crowder $450 Associate Attorneys $375 Paralegal $175 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the firm a retainer in the total amount of $30,480. Douglas A. Crowder, Esq., an attorney at the Crowder Law Center, 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: Douglas A Crowder, Esq. Crowder Law Center, PC 303 N. Glenoaks Blvd., Suite 200 Burbank, CA 91502 Telephone: (213) 509-1515 Facsimile: (877) 772-7094 Email: dcrowder@croderlaw.com About Distinctive Corporation Distinctive Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-50603) on April 24, 2024, with $34,500 in assets and $3,149,772 in liabilities. Jung Albright, president, signed the petition. Judge M. Elaine Hammond presides over the case. Douglas A. Crowder, Esq., at Crowder Law Center, PC represents the Debtor as bankruptcy counsel. EFS PARLIN: Seeks to Extend Plan Exclusivity to August 22 --------------------------------------------------------- EFS Parlin Holdings, LLC, asked the U.S. Bankruptcy Court for the District of Delaware to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to August 22 to October 22, 2024, respectively. Since the commencement of this case, the Debtor has worked diligently to preserve and maximize the value of the Debtor's estate for the benefit of all stakeholders. To that end, the Debtor has, among other things: (i) closed the sale of certain of the Debtor's assets, (ii) prepared and filed motions to reject certain unexpired contracts and leases, (iii) responded to numerous creditor inquiries and demands, and (iv) handled other necessary tasks related to the administration of the Debtor's estate and this chapter 11 case. At this time, the Debtor only recently closed the sale of certain of its assets and, thus, the Debtor has not yet at this point in the case addressed claims administration or crafted a chapter 11 plan, if necessary and appropriate. The Debtor explains that because it has been focused on maximizing value through a sale of its assets, and subsequently with rejection and abandonment of its lease and personal property, the Debtor has not yet focused on further liquidation efforts and the best strategy to conclude this case. The Debtor should have sufficient time to enable it to consider such matters, and craft a chapter 11 plan, if appropriate, that will be best for the Debtor's estate and creditors. The Debtor claims that the extension request is reasonable and consistent with the efficient prosecution of this Chapter 11 Case because it will provide the Debtor with additional time to consider important issues and processes to finalize the Debtor's liquidation, including consideration of plan issues, and efforts to finalize a plan and solicit acceptances. Allowing the Exclusive Periods to lapse now would defeat the purpose of section 1121 and deprive the Debtor and its creditors of the benefit of a meaningful and reasonable opportunity to negotiate and confirm a consensual plan. Finally, creditors will not be harmed by further extending exclusivity. This is the Debtor's fourth motion to extend the Exclusive Periods. The Debtor intends to use the extended Exclusive Periods to, among other things and to the extent necessary and advisable, analyze claims, determine the best exit strategy for this case, and negotiate with parties in interest. As such, the Debtor submits that creditors will not be prejudiced by an extension of the Exclusive Periods. EFS Parlin Holdings, LLC is represented by: J. Cory Falgowski, Esq. BURR & FORMAN LLP 222 Delaware Avenue, Suite 1030 Wilmington, DE 19801 Tel: (302) 830-2312 Email: jfalgowski@burr.com - and - Erich N. Durlacher, Esq. BURR & FORMAN LLP Suite 1100, 171 Seventeenth Street, N.W. Atlanta, GA 30363 Tel: (404) 685-4313 Email: edurlacher@burr.com About EFS Parlin Holdings EFS Parlin Holdings, LLC is in the business of electric power generation, transmission and distribution. The company is based in Norwalk, Conn. EFS Parlin Holdings filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10539) on April 28, 2023, with $9,424,029 in assets and $12,594,508 in liabilities. Michael Whitworth, authorized representative, signed the petition. Judge John T. Dorsey oversees the case. The Debtor tapped J. Cory Falgowski, Esq., at Burr Forman, LLP as bankruptcy counsel and SSG Advisors, LLC as investment banker. FAMULUS HEALTH: Case Summary & Six Unsecured Creditors ------------------------------------------------------ Debtor: Famulus Health, LLC 20 Towne Drive Suite 301 Bluffton SC 29910 Business Description: Famulus is an innovative technology company focused on developing solutions that are changing the face of healthcare for health plans, PBMs and most importantly, patients. Its team of pharmacy industry experts are focused on innovation to develop solutions that will reduce pharmacy spending waste and create a more efficient way to deliver patients the life-saving pharmacy care they need. Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court District of South Carolina Case No.: 24-02019 Judge: Hon. Elisabetta Gm Gasparini Debtor's Counsel: Kevin Campbell, Esq. CAMPBELL LAW FIRM, P.A. 890 Johnnie Dodds Blvd. Mt. Pleasant SC 29464 Tel: 843-884-6874 Email: kcampbell@campbell-law-firm.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $10 million to $50 million The petition was signed by Michael Szwajkos as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JSJPAIQ/Famulus_Health_LLC__scbke-24-02019__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Six Unsecured Creditors: Entity Nature of Claim Claim Amount 1. GoodRx, Inc. $56,000,000 2701 Olympic Blvd., West Building, Suite 200 Santa Monica, CA 90404 c/o Weil Gotshal & Manges LLP David Lender Email: david.lender@weil.com 2. Avizva LLC $1,273,550 1818 Library Street Unit 440 Reston, VA 20190 Sharad Kumar Email: sharad@avizva.com 3. Change Healthcare $704,892 PO Box 572490 Murray, UT 84157-2490 Stepanie Mann Email: stephanie.mann@optum.com 4. RelayHealth $240,690 1564 N.E. Expressway Atlanta, GA 30329-2010 Stacy McCrommon Email: stacy.mccrommon@relayhealth.com 5. CloudHesive LLC $212,777 2419 E. Commercial Blvd., Suite 300 Fort Lauderdale, FL 33308 Kathy Lijoi Email: kathy.lijoi@cloudhesive.com 6. Goodroot, LLC $97,500 10 Front St Collinsville, CT 06019 Mike Waterbury Email: mwaterbury@goodrootinc.com FARDAD LLC: Case Summary & Four Unsecured Creditors --------------------------------------------------- Debtor: Fardad LLC 2580 Raintree Drive NE Atlanta, GA 30345 Business Description: Fardad 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 Northern District of Georgia Case No.: 24-55802 Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 699 Piedmont Avenue NE Atlanta, GA 30308 Tel: 404-564-9300 Email: info@joneswalden.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sepideh Mesri 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/6H2AH6Y/Fardad_LLC__ganbke-24-55802__0001.0.pdf?mcid=tGE4TAMA FARM BUREAU: A.M. Best Cuts Financial Strength Rating to B(Fair) ---------------------------------------------------------------- AM Best has downgraded the Financial Strength Rating to B (Fair) from B+ (Good) and the Long-Term Issuer Credit Rating to "bb" (Fair) from "bbb-" (Good) of Farm Bureau Mutual Insurance Company of Arkansas, Inc. (FBMICA) (Little Rock, AR). Concurrently, AM Best has maintained the under review status for these Credit Ratings (ratings) and revised the implication status to developing from negative. The ratings reflect FBMICA's balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, limited business profile and marginal enterprise risk management. The rating downgrades reflect that through year-to-date 2024, FBMICA's policyholder's surplus has continued to erode, which in turn has prompted continued deterioration in the company's overall level of risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR), as well as other key balance sheet strength metrics. The adverse trends are a result of continued losses due to severe weather-related events, in the form of hail and windstorms, as well as tornado activity. FBMICA's results remain vulnerable to catastrophe losses as a single-state writer in Arkansas, and in May 2024, there was another significant tornado event incurred, which will impact the company's prospective performance further. As a result, the balance sheet assessment was lowered to adequate from strong. The under review status has been maintained as FBMICA continues to refine its capital management strategy, yet the implication status was revised in light of the rating downgrades. AM Best expects that once executed, these initiatives will stimulate improvement in the overall level of risk-adjusted capitalization, as well as other key balance sheet strength metrics. FBMICA continues to implement significant rate increases and underwriting revisions in the meantime in response to the volatility. The ratings will remain under review until the company executes its capital improvement strategies and AM Best can properly evaluate FBMICA’s rating fundamentals operationally and financially. If the company does not implement these plans as anticipated, nor do the strategic actions facilitate material improvement in key balance sheet strength metrics, the ratings likely will be downgraded. FAST FLOW: Wins Cash Collateral Access on Final Basis ----------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky, Lexington Division, authorized Fast Flow Plumbing, LLC to continue using cash collateral, on a final basis, in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, the Debtor obtained two Economic Injury Disaster Loans from the U.S. Small Business Administration. One in the amount of $250,000, which was disbursed in May 2020; while the second in the amount of $250,000, which was disbursed in the 3rd or 4th quarter of 2021. The SBA's EIDLs are secured by a UCC all asset lien filed with the Kentucky Secretary of State on May 19, 2020. Under the parties' agreements, Fast Flow is required to make monthly principal and interest payments of $2,459. The balance of the outstanding principal is due sometime in 2050. Fast Flow is indebted to MCA Lenders who each will likely claim a secured interest in future sales and cash collateral. A review of the records for the secretary of state shows that Flash Funding LLC is the only MCA who filed a UCC financing statement. The financing statement was filed on July 13, 2022, more than two years after the SBA filed a financing statement in connection with the EIDLs. The court ruled that the Debtor is authorized to use cash collateral to make monthly payments of $2,459 directly to the U.S. Small Business Administration as adequate protection for its lien against the cash collateral. The Debtor is directed to continue to segregate from the cash collateral adequate protection payments on a weekly basis in amounts equal to those set forth in the Final Cash Collateral Budget for the benefit of the secured lenders. A copy of the order is available at https://urlcurt.com/u?l=HSxaQT from PacerMonitor.com. About Fast Flow Plumbing, LLC Fast Flow Plumbing, LLC is a provider of plumbing and trenchless service in Lexington, Kentucky. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. Case No. 24-50346) on March 26, 2024. In the petition signed by Donald Fitzpatrick, CEO and corporate representative, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Gregory R. Schaaf oversees the case. J. Christian Dennery, Esq., at Dennery PLLC, represents the Debtor as legal counsel. FAXON ENTERPRISES: Hires Quinn & Associates as Financial Advisor ---------------------------------------------------------------- Faxon Enterprises, Inc., doing business as Henderson Fabrication, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Quinn & Associates, LLC as financial advisor. The firm will render these services: (a) compile and review reports or filings as required by the court or the U.S. Trustee; (b) review the Debtor's financial information; (c) compile, review and analyze reporting regarding cash collateral and any debtor-in-possession financing arrangements and budgets; (d) review and analyze assumption and rejection issues regarding executory contracts; (e) review, analyze, and give input on the Debtor's proposed business plans and its business and financial condition generally; (f) assist in evaluating reorganization strategy and alternatives available; (g) review and analyze the Debtor's financial projections and assumptions; (h) review and analyze enterprise, asset, and liquidation valuations; (i) assist in preparing documents necessary for confirmation of any plan, proposed asset sales, and proposed use of cash and/or financing; (j) assist in the development, preparation, and implementation of an asset sale marketing plan; (k) advise and assist the Debtor in negotiations and meetings with creditors and other parties-in-interest; (l) assist with the claims resolution procedures; (m) provide litigation consulting services and expert witness testimony regarding confirmation and/or transactional issues, avoidance actions or other matters; and (n) perform other such functions as requested by the Debtor to assist in the Chapter 11 case. Additionally, the firm will provide various restructuring and managerial services: (a) communicate with creditors of Debtor and meet with representatives of such constituencies; (b) review payments or transfers by or for the benefit of Debtor; (c) negotiate bidding procedures and advise the Debtor on the terms of any proposed sale of its assets; (d) formulate and prosecute any plan of reorganization or liquidation for the Debtor; (e) advise and assist the Debtor in a sale transaction, if it determines to undertake such a transaction; (f) retain additional estate professionals as the Debtor deems advisable in furtherance of the foregoing, subject to the requirements of the Bankruptcy Code and Bankruptcy Rules; and (g) take any and all other actions that are necessary or appropriate to manage and operate the Debtor pursuant to the Engagement Letter, the Bankruptcy Code, and applicable orders of the court. Christopher Quinn, the primary consultant in this representation and the president of Quinn & Associates, will be compensated on a reduced hourly rate of $425, while consultants' hourly rates range from $115 to $525. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received an initial retainer in the amount of $10,000. Mr. Quinn 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: Christopher Quinn Quinn & Associates, LLC 26414 Cottage Cypress Ln. Cypress, TX 77433 About Faxon Enterprises Faxon Enterprises, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-80075) on March 24, 2024. In the petition signed by James E. Faxon, owner, the Debtor disclosed up to $10 million in both asset and liabilities. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Nicholas Zugaro, Esq., at Dykema Gossett PLLC as legal counsel and Quinn & Associates, LLC as financial advisor. FILTRATION GROUP: Moody's Affirms 'B3' CFR, Outlook Stable ---------------------------------------------------------- Moody's Ratings affirmed Filtration Group Corporation's ratings including the company's B3 corporate family rating, B3-PD probability of default rating and B3 backed senior secured debt ratings. The outlook is stable. The affirmation reflects Moody's expectation that Filtration Group's life sciences segment volumes will recover from what Moody's believe to be trough levels reached in 2H 2023 resulting from customer destocking following the COVID-19 pandemic. Moody's expects credit metrics to improve, largely driven by volume growth, stronger pricing and efficiency initiatives. Leverage will improve and approach 6.2 times over the next 12-18 months. RATINGS RATIONALE Filtration Group's ratings reflect its leading positions in niche markets for filtration products used in various end market applications, of which several (e.g. medical, bioscience, indoor air quality and CO2 emission reduction) have healthy long term demand trends. The replacement/consumables aspect of the product portfolio (about 80% of total sales) and modest capital expenditures translate into solid and steady free cash flow. The large recurring revenue base, combined with the relatively low average price of filters and critical importance to customers' overall systems and processes, reduces vulnerability to economic down cycles. However, Filtration Group has high financial leverage of about 7.6 times at March 31, 2024. The company also has a history of debt funded acquisitions that have increased its scale but also pose execution risks. Also, the higher margin life sciences business has been under pressure as demand for COVID-19 related products declined. The company is also exposed to other cyclical markets and operates in a fragmented and competitive landscape with larger players. The stable outlook reflects Moody's expectation that credit metrics will improve as life science volumes improve throughout 2024, enabling the company to generate positive free cash flow that could be used for debt repayment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded with demonstration of aggressive financial policies, including debt funded dividends or acquisitions that weaken the metrics or liquidity. Debt-to-EBITDA expected to remain at or above 6.25x or free cash flow-to-debt falling toward the low single digits could also lead to a downgrade. A negative rating action could also occur from a decline in revenue driven by challenges in key end markets or increased competition from larger competitors, or sustained margin erosion. The ratings could also be downgraded with deteriorating liquidity. The ratings could be upgraded with organic revenue growth in the mid to high single digits, greater free cash flow to enable accelerated debt repayment and demonstrated improvement in financial flexibility. Sustainable and meaningful margin expansion would also be viewed favorably. Quantitatively, debt-to-EBITDA expected to remain at or below 5.5x and free cash flow-to-debt of 7%-10% on a sustained basis could support a ratings upgrade. The principal methodology used in these ratings was Manufacturing published in September 2021. Filtration Group Corporation (FGC) is a designer and manufacturer of fluid and air filtration products to customers in medical & bioscience, indoor air quality, CO2 emission reduction, food & beverage and a variety of other end markets. As a provider of filters for systems and processes, recurring/replacement revenues are estimated to be around 80%. FGC is 85% owned by an affiliate of private equity firm Madison Industries with the remaining 15% owned by management. FORTREA HOLDINGS: S&P Alters Outlook to Negative, Affirms 'BB' ICR ------------------------------------------------------------------ S&P Global Ratings revised its rating outlook on North Carolina-based contract research organization Fortrea Holdings Inc. to negative from stable and affirmed its 'BB' issuer credit rating on the company and 'BB' rating on its senior secured debt. S&P's '3' recovery rating is unchanged. The negative outlook reflects the risk to S&P's base case expectation that Fortrea's leverage will decline below 4x in 2025 S&P said, "The negative outlook reflects the risk to our base case expectation that Fortrea's leverage will decline below 4x in 2025. Although the company's performance has fallen short of our expectations, we expect significant margin improvement to occur over the coming quarters as the company implements cost-saving initiatives. In addition, we expect leverage to decline to below 4x in 2025 (from 6.2x in 2023), helped by the margin improvement and the company's plans to apply the proceeds from the pending divestiture of its enabling services and patient access business to repay debt. We view the prioritization of debt reduction as critical to, and further supportive of, the rating." Fortrea's profit margins are several hundred basis points below that of contract research organization (CRO) peers, and the current operating performance metrics are burdened with certain costs related to its separation from Labcorp Holdings Inc. and reflect inefficiencies the management team is working to address. By year-end 2024, the company's guidance indicated a 13% EBITDA margin run-rate. Given the company's confidence in the ability to achieve this level of improvement in the near term and the specificity of identified cost savings, S&P's base case assumes substantial improvement in EBITDA over the coming year, albeit materially below the company's forecast to reflect elevated execution risk. S&P said, "The 'BB' rating is supported by our expectation for leverage to decline below 4x in 2025, and the negative outlook reflects both leverage that is currently weak for the rating and downside risk to our base case, for the company to achieve substantial margin improvement over the coming 12 months. "We view Fortrea's low profitability and limited revenue growth as temporary and expect profitability to improve significantly over the next 12 months and a return to mid-single-digit percentage annual revenue growth in the next few years. Although Fortrea only missed our previous 2023 revenue forecast by about 1.5%, it missed our forecast EBITDA by over 30%. We believe the weak earnings were primarily attributable to higher-than-anticipated costs rather than an underlying weakness in the business. Management has identified inefficiencies and is implementing various cost-saving initiatives to reduce annual costs substantially. In addition, we expect the company will reduce certain duplicative costs as it exits from various transition service agreements with former parent Labcorp over the next year. "In addition to facilitating debt repayment, we believe the divestiture of its enabling services and patient access businesses will allow Fortrea to focus and allocate its capital spending toward the company's core CRO business. "Over the next few years, we expect Fortrea will gradually improve its profitability to be closer to that of CRO peers (in the 15%-20% EBITDA margins range) because we don't see significant structural or competitive barriers to operational improvements. That said, we believe the company's exclusive focus on Phase I-IV clinical trials may limit its potential profitability to the mid-teens percentage area while CROs with significant early development, commercialization, or data offerings can achieve higher margins. "We anticipate improved bookings, debt repayment, and additional operational efficiency initiatives will allow Fortrea to meet its medium-term leverage target within the next few years. We believe a key measure of the company's success over the next few years are revenue growth and its book-to-bill ratio. As a stand-alone company, Fortrea's success or failure in winning new business is essential to its long-term prospects in the CRO space." Notwithstanding, some volatility in the book-to-bill metric, including a book-to-bill of 1.1x in the first quarter of 2024, the company's average book-to-bill ratio of 1.2x for the nine months since its spin off suggests the company is successfully communicating its value proposition and positioning itself well for growth. S&P said, "Our 'BB' rating incorporates our view that Fortrea's competitive position is broadly comparable with that of peers Parexel Midco Inc. and Syneos Health Inc. and that the company is able to compete with larger CROs, including IQVIA Holdings Inc. and ICON PLC. We believe the company's exclusive use of Labcorp data, as well as its strengthening ties to data provider Veeva Systems Inc. and clinical trial solutions provider Advarra Inc., provide some differentiation in this competitive space. "The negative outlook reflects the risk to our base case expectation that Fortrea's EBITDA margins will materially improve over coming quarters and that S&P Global Ratings-adjusted leverage will decline below 4x in 2025. "We could lower our rating on Fortrea if we expected leverage to remain over 4x beyond 2025 or if our view of the business relative to its peers deteriorated. "We could revise our outlook to stable if Fortrea's leverage declined below 4x on the heels of margin expansion initiatives providing the business continues its trajectory of organic growth." FORTRESS TRANSPORTATION: S&P Rates Senior Unsecured Notes 'B+' -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue rating to Fortress Transportation and Infrastructure Investors LLC's proposed $600 million senior unsecured notes due 2032. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by FTAI Aviation Ltd. The recovery rating is '3', reflecting S&P's expectation for meaningful (50%) recovery in the event of a default. S&P's issuer credit rating on FTAI remains 'B+' with a stable outlook. S&P expects the company to use the proceeds from the proposed issuance to: -- Fund a portion of the management agreement termination payment to Fortress Investment Group (FIG); -- Earmark to the acquisition of Lockheed Martin Commercial Engine Services (LMCES); and -- For general corporate purposes, including a $100 million tender offer of the senior notes due 2027. On May 28, 2024, FTAI entered into an agreement to internalize the company's management function, such that FIG will no longer externally manage the company. In connection with the management agreement termination, FTAI issued $150 million in common equity to FIG, and will pay approximately $150 million in cash. On May 30, 2024, FTAI announced an agreement to purchase LMCES, an aircraft engine maintenance repair facility located in Montreal, from Lockheed Martin Canada, for $170 million. The acquisition is subject to customary regulatory approvals and is anticipated to close in the second half of 2024. The acquisition gives FTAI direct access to maintenance capabilities for its CFM56 aerospace product offerings. FTAI and LMCES had previously set up The Module Factory at the facility in 2020, and FTAI is currently the facility's largest customer. S&P said, "We expect the operating expense savings from management internalization, incremental earnings from the LMCES acquisition, and continued EBIT growth in the aviation leasing and aerospace product segments to result in EBIT interest coverage remaining around low-2x on a weighted average basis, despite the $500 million increase in gross debt. We also expect funds from operations (FFO) to debt to remain around 10%. Aircraft and parts supply shortages amid high travel demand support continued growth in both segments. "The stable outlook reflects our expectation that FTAI will gradually improve its credit metrics through 2024, supported by continued strong demand and an increasing contribution from its aerospace segment. We expect the company will expand its EBIT interest coverage to low-2x through 2024 and its FFO to debt to the low- to mid-teens percent through 2024. We also expect its debt to capital will remain above 90% through 2024." Issue Ratings--Recovery Analysis Key analytical factors -- The '3' recovery rating on FTAI's unsecured notes indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. Simulated default assumptions -- Simulated year of default: 2028 S&P values the company on a discrete asset value basis as a going concern, and its valuations reflect the value of its various assets at default based on recent market appraisals, which S&P adjust for expected realization rates in a distressed scenario. Simplified waterfall -- Net recovery value for waterfall after administrative expenses (5%): $2.0 billion -- Obligor/nonobligor valuation split: 100%/0% -- Value available for senior secured unrated claims: $2.0 billion -- Estimated senior secured unrated claims: $349 million -- Total value available to senior unsecured claims: $1.6 billion -- Estimated senior unsecured debt claims: $3.2 billion --Recovery expectations: 50%-70% (rounded estimate: 50%) FTX TRADING: Settles With IRS on $24 Billion Tax Claims ------------------------------------------------------- FTX Trading Ltd., et al., filed with the Bankruptcy Court a motion seeking approval of a settlement with the United States Department of the Treasury - Internal Revenue Service. The IRS asserts claims against FTX on account of income tax liability for funds stolen by founder Sam Bankman-Fried and spent on the Debtors' behalf. The IRS initially filed proofs of claim against the Debtors amounting to more than $44 billion, which it amended to $24 billion. The Debtors do not dispute that, given the complexity of the Chapter 11 cases and the state of the Debtors' books and records prior to the commencement of the Chapter 11 Cases, the Debtors could have significant tax liability to the IRS. However, the Debtors vigorously dispute the IRS Claims in many crucial respects including, among other things, income tax liability for so-called "misappropriation income" as a result of Sam Bankman-Fried's theft of FTX customer funds, employment tax liability for purported compensation paid to Mr. Bankman-Fried and other former principals of the Debtors, and the proposed disallowance of a large amount of deductions and losses for lack of substantiation. The IRS does not agree with the Debtors' arguments and has informed the Debtors that absent a settlement it would pursue these and other theories to impose significant tax liability. Among other things, the Settlement -- which would only become effective and final upon confirmation of the Debtors' proposed chapter 11 reorganization plan -- would resolve these disputes without the need for the Debtors to expend significant time and incur expenses on litigation. Specifically, the Debtors and the IRS have agreed in the Settlement that the Debtors shall pursue a Conforming Plan and, in connection with that Conforming Plan, the IRS shall forego and subordinate the IRS Claims and receive (1) a $200 million allowed priority tax claim payable within 60 days of the effective date of the Conforming Plan, and (2) a $685 million allowed junior subordinated claim payable on a subordinated basis to customers and other creditors with interest paid at the "Consensus Rate" set forth in the Conforming Plan, to the extent funds are available in accordance with the Settlement and the distribution waterfall of the Conforming Plan. Although the Debtors believe that they are not liable for additional taxes under the IRS's current theories, the IRS Claims raise novel issues of tax and bankruptcy law, and the Debtors thus believe that resolving the IRS Claims as set forth in the Settlement eliminates significant litigation risk and allows for certainty with respect to creditor and customer recoveries under the Debtors' Conforming Plan. In exchange, upon satisfaction of such claims, the Debtors will receive a full and final settlement of any and all prepetition claims against the Debtors arising from activities, transactions, liabilities, or events on or before October 31, 2022 at a value far below the amounts claimed by the IRS and the IRS's agreement to subordinate any and all claims against the Debtors arising from activities, transactions, liabilities, or events after October 31, 2022. About FTX Trading FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the pagehttps://cases.ra.kroll.com/FTX/Home-Index The official committee of unsecured creditors tapped Paul Hastings as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP, as Delaware and conflicts counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as investment banker. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. * * * FTX said in May 2024 that it continues to monetize its assets to ensure a full recovery for customers and other creditors. The monetization effort has been successful and the Debtors currently expect to have $12.8 billion in cash as of the expected effective date of the Plan, enough to pay all non-governmental customers and creditors in full based on the Petition Date value of their claims. The total estimated amount of allowable creditor claims is $11.2 billion. FTX's Chapter 11 plan provides for the payment in cash in full over time of all non-governmental creditor and customer claims against the Debtors that are estimated by the Debtors to ultimately be allowed. After the effective date, creditors would continue to earn 9.0% interest on the unpaid portion of their claims from the Petition Date until paid in full, resulting in approximately $0.9 billion of incremental value to creditors assuming a one-year weighted average life for the distribution period. FULTON MERCER: Seeks Approval to Hire Ray CPA as Accountant ----------------------------------------------------------- Fulton Mercer Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Ray CPA as its accountant. The firm will render these services: (a) organizing and structuring of the Debtor's bookkeeping; and (b) filing of required statements and reports, tax documents and the like. The firm's standard hourly rates for bookkeeping and tax services are $120 for accountant and $96 for staff, with a minimum fee of $1644 for tax services. In addition, the firm will seek reimbursement for expenses incurred. Joshua Ray, CPA, a member at Ray CPA, 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: Joshua Ray, CPA Ray CPA 3000 Joe DiMaggio Blvd., Suite 91 Round Rock, TX 78665 Telephone: (512) 786-2052 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. GALAXY NEXT: Hires GGG Partners as Management Service Provider -------------------------------------------------------------- Galaxy Next Generation, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ GGG Partners, LLC to provide interim management services. The firm will provide these services: (i) oversee the preparation of schedules, monthly operating reports and other reporting; (ii) review and validate cash projections; (iii) advise with respect to finances and provide guidance in making financial decisions to provide benefit to the reorganization; (iv) evaluate various strategic alternatives with the Board and counsel; and (v) generally act as the Debtor's Chief Restructuring Officer. The firm will be paid at these rates: Katie Goodman, Managing Partner $425 per hour Other Partners $350 to 400 per hour The firm received from the Debtor a retainer of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Katie Goodman, a partner at GGG Partners, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Katie Goodman GGG Partners, LLC 3155 Roswell Rd NE, Suite 120 Atlanta, GA 30305 Tel: (404) 256-0003 Fax: (404) 256-4555 Email: kgoodman@gggpartners.com About Galaxy Next Generation, Inc. Galaxy Next manufactures and distributes interactive learning technologies and enhanced audio solutions within commercial and educational markets. Galaxy Next Generation, Inc. in Toccoa, GA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 24-20552) on May 9, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Magen McGahee as CFO, signed the petition. SCROGGINS & WILLIAMSON, P.C. serve as the Debtor's legal counsel. GALAXY NEXT: Hires Scroggins & Williamson P.C. as Counsel --------------------------------------------------------- Galaxy Next Generation, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Scroggins & Williamson, P.C. as legal counsel. The firm's services include: (a) preparing pleadings and applications; (b) conducting examinations; (c) advising the Debtors of their rights, duties and obligations as debtors-in-possession; (d) consulting with the Debtors and representing the Debtors with respect to a chapter 11 plan and/or a sale of the Debtors' assets; (e) performing legal services incidental and necessary to the day-to-day operation of the Debtors' affairs, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business and corporate legal advice and assistance; and (f) taking any and all other action incidental to the proper preservation and administration of the Debtors' estates. The firm will be paid at these rates: Attorneys $535 to $595 per hour Paralegals $135 to $195 per hour The firm received a retainer in the amount of $30,083.45. J. Robert Williamson, Esq., a partner of Scroggins & Williamson, assured the court that the firm is disinterested, as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Ashley R. Ray, Esq. Scroggins & Williamson, P.C. 4401 Northside Parkway, Suite 450 Atlanta, GA 30327 Tel: (404) 893-3880 Fax: (404) 893-3886 Email: aray@swlawfirm.com About Galaxy Next Generation, Inc. Galaxy Next manufactures and distributes interactive learning technologies and enhanced audio solutions within commercial and educational markets. Galaxy Next Generation, Inc. in Toccoa, GA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 24-20552) on May 9, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Magen McGahee as CFO, signed the petition. SCROGGINS & WILLIAMSON, P.C. serve as the Debtor's legal counsel. GALLERIA 2425: Trustee Gets Court Nod to Sell Sonder Claims ----------------------------------------------------------- Christopher Murray, the Chapter 11 trustee for Galleria 2425 Owner, LLC, got the green light from a U.S. bankruptcy judge to sell the estate's claims against Sonder USA Inc. and its affiliates. Judge Jeffrey Norman of the U.S. Bankruptcy Court for the Southern District of Texas approved the sale to 2425 WL, LLC or another entity designated by Ali Choudhri in exchange for $125,000. The claims are being sold "free and clear" of liens, claims and interests except any interest of Galleria's prior contingency counsel in a recovery with respect to the claims, or any defenses that the Sonder entities may raise with respect to the claims. "While the potential magnitude of the Sonder claims is large, totaling $33,700,696.88, the trustee believes that the chance of success is not sufficient for the estate to incur the cost that retaining separate counsel to pursue these claims would entail," R.J. Shannon, Esq., attorney for the trustee, said. The Sonder entities are hospitality companies that operate in the United States and worldwide. Their business is to enter into multi-year leases with real property owners and provide apartment-style rentals to their customers. In 2019, Sonder USA and Galleria entered into two leases for the property located at 2425 West Loop S, Houston, Texas. In February 2021, Sonder USA sued Galleria and related entities under other leases seeking declarations concerning whether it had rescinded or validly terminated the leases. In response, Galleria and certain of the other defendants initiated arbitration proceedings against Sonder USA, asserting claims for breach of contract, fraud, and fraud in a real estate transaction. About Galleria 2425 Owner Galleria 2425 Owner, LLC is a single asset real estate 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. Texas Case No. 23-34815) on Dec. 5, 2023, with $10 million to $50 million in assets and $50 million to $100 million in liabilities. Dward Darjean, manager, signed the petition. Judge Jeffrey P. Norman oversees the case. The Debtor tapped James Q. Pope, Esq., at The Pope Law Firm as bankruptcy counsel. Christopher Murray, the Chapter 11 trustee, is represented by Shannon & Lee, LLP. GLENDA SWARTZ: Seeks to Hire Hurley Law as Bankruptcy Counsel ------------------------------------------------------------- Glenda Swartz Mulch, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Hurley Law, LLC as bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its rights, powers and duties in this case; (b) advise and assist the Debtor in the preparation of its petition, schedules, and statement of financial affairs; (c) assist and advise the Debtor in connection with the administration of this case; (d) analyze the claims of the creditors in this case, and negotiate with such creditors; (e) investigate the acts, conduct, assets, rights, liabilities and financial condition of the Debtor and its business; (f) advise and negotiate with respect to the sale of any or all assets of the Debtor; (g) investigate, file and prosecute litigation of behalf of the Debtor; (h) propose a plan of reorganization; (i) appear and represent the Debtor at hearings, conferences, and other proceedings; (j) prepare and/or review motions, applications, orders, and other filings filed with the court; (k) institute or continue any appropriate proceedings to recover assets of the estate; and (l) perform any and all such other legal services as may be required that are in the best interest of the estate or its creditors. The hourly rates of the firm's counsel and staff are as follows: Dustin Hurley $375 Attorneys $295 - $400 Paralegal and Law Clerks $175 Legal Assistants $75 In addition, the firm will seek reimbursement for expenses incurred. The firm received a total retainer in the amount of $15,000. Dustin Hurley, Esq., sole member of Hurley Law, 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: Dustin R. Hurley, Esq. Hurley Law, LLC 301 N. Breiel Blvd. Middletown, OH 45042 Telephone: (513) 705-9000 Facsimile: (513) 705-9001 Email: hurley@hurley.law About Glenda Swartz Mulch Glenda Swartz Mulch, LLC is engaged in the business of mulch manufacturing and sales. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-30946) on May 18, 2024. In the petition signed by Glenda M. Swartz, sole member, the Debtor disclosed $1,855,478 in assets and $2,149,979 in liabilities. Judge Guy R Humphrey oversees the case. Dustin R. Hurley, Esq., at Hurley Law, LLC, represents the Debtor as legal counsel. GP INC: Owner to Fund Sushi Ronin's Chapter 11 Plan --------------------------------------------------- GP, Inc., d/b/a Sushi Ronin, filed with the U.S. Bankruptcy Court for the District of Colorado a Plan of Reorganization for Small Business dated May 14, 2024. The Debtor operates Sushi Ronin, a sushi restaurant in the Lower Highlands area of Denver, Colorado, and continues to do business. Beginning in approximately 2021, there have been ongoing disputes among the Debtor's shareholders in Jefferson County that have affected profitability and operations. Specifically, on February 18, 2021 Bugatti R&J, LLC filed its Complaint against the Debtor and Mr. Gurevich in the District Court for Jefferson County, State of Colorado, styled as Bugatti R&J, LLC v. GP, Inc. d/b/a Sushi Ronin and Alex Gurevich, Case No. 2021CV30197 (the "Shareholder Dispute"). Tied to the instability caused by the Shareholder Dispute and the corresponding massive drain on the Debtor's financial resources, the Debtor's landlord, Miller Brothers Umatilla, LLC (the "Landlord") filed a forcible entry and detainer claim against the Debtor in the Denver County Court, Case No. 2023C69807 for failure to pay rent (the "Landlord Dispute"). To that end, the Debtor filed this bankruptcy to address the operations issues caused by the Shareholder Dispute and Landlord Dispute, and various unpaid providers, vendors and payroll and management costs. The Debtor's president, owner and majority shareholder, Alex Gurevich, with input from its accountant, has drafted projections for the 5-year period of the Plan. These projections take into consideration the uncertainties the pandemic continues to present and the seasonality of the business. Ultimately, for the five-year total, Debtor projects essentially nearly no net disposable income with which can be paid to unsecured creditors (with the exception of the Landlord). Accordingly, in order to pay unsecured creditors, Mr. Gurevich will contribute $50,000. In exchange for the $50,000.00 payment (the "Plan Payment"), Mr. Gurevich will receive newly issued membership interests in the Debtor, and all existing interests shall be cancelled. This $50,000.00 will be paid, first, to Landlord under Class 1 in the amount of $14,500 on the Effective, with the remainder of $35,500 going to unsecured creditors pro rata on the Effective Date. The Landlord will be paid from both the Plan Payment and cash flow per the terms of a certain Third Amendment to Lease Agreement executed by Debtor and Landlord on March 15, 2024 (the "Third Lease Amendment"). Specifically, under the terms of the Third Lease Amendment, Debtor agreed to deliver the sum of $14,500.00 to the Landlord as settlement of a portion of outstanding rent, legal fees and costs upon the Effective Date of the Plan. Additionally, the remaining balance of prepetition rent, late fees, and late interest in the amount of $29,811.03 will be paid as follows: one half of the remaining unpaid balance of $14,905.52 shall be paid over a period of one year in twelve equal monthly installments, with the remainder ($14,905.51) to be included as an Allowed Unsecured Claim to be paid under Class 2. Class 2 consists of Allowed Unsecured Claims. The Class 2 creditors shall each be paid their pro rata share of the remainder of the Plan Payment on the Effective Date, following payment to Landlord under Class 1. The Class 2 Claims are impaired. With respect to the Claim of Bugatti, Debtor notes that, in light of the Shareholder Litigation, it likely has objections to said Claim. However, after performing a cost-benefit analysis, it would ultimately cost the Estate more to pursue a claim objection and corresponding litigation than to allow the Claim. As such, the Bugatti Claim will be allowed in full, up to its allowed pro rata share, as part of this Plan, only assuming the Plan is confirmed. Class 3 represents the current interests in the Debtor of Bugatti, Mr. Gurevich, Joshua Beausang and Taylor Goines. These interests will be cancelled as part of the Plan, with Mr. Gurevich to then purchase 100% of the shares of the Debtor for the $50,000 Plan Payment, which will fund the Plan. The Class 3 interests are impaired. The Debtor's Plan is feasible because the Plan Payment shall be funded following Confirmation in accordance with the Plan, which shall be paid on the Effective Date for a portion of the Class One Landlord Claim, and thereafter, to Class Two Allowed Unsecured Claims. Debtor shall begin additional payments on the Landlord's Class One Claim immediately upon the Effective Date of the Plan from existing cash flow as noted in the projections . A full-text copy of the Plan of Reorganization dated May 14, 2024 is available at https://urlcurt.com/u?l=srTgxA from PacerMonitor.com at no charge. Attorney for the Debtor: Jeffrey A. Weinman, Esq. Bailey C. Pompea, Esq. Allen Vellone Wolf Helfrich & Factor P.C. 1600 Stout Street, Suite 1900 Denver, CO 80202 Telephone: (303) 534-4499 Email: JWeinman@allen-vellone.com BPompea@allen-vellone.com About GP Inc. GP, Inc., operates Sushi Ronin, a sushi restaurant in the Lower Highlands area of Denver, Colorado. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-15319) on Nov. 16, 2023, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Jeffrey Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, P.C. represents the Debtor as legal counsel. GREGORIAN DEVELOPMENT: Taps RHM Law LLP as Bankruptcy Counsel ------------------------------------------------------------- Gregorian Development & Design seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire RHM Law LLP as counsel. The firm will provide these services: a. advise and assist regarding compliance with the requirements of the United States Trustee ("UST"); b. advise regarding matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of creditors; c. advise regarding cash collateral matters; d. conduct examinations of witnesses, claimants or adverse parties and to prepare and assist in the preparation of reports, accounts and pleadings; e. advise concerning the requirements of the Bankruptcy Code and applicable rules; f. assist with the negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; and g. make any appearances in the Bankruptcy Court on behalf of the Debtor; and to take such other action and to perform such other services as the Debtor may require. The firm will be paid at these rates: Partners $600 to $725 per hour Associates $450 per hour Paralegals $135 per hour The firm received from the Debtor an initial retainer in the amount of $27,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Roksana D. Moradi-Brovia and Matthew D. Resnik, partners at RHM Law 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: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. RHM Law LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: roksana@RHMFirm.com matt@RHMFirm.com About Gregorian Development & Design Gregorian Development & Design sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10676) on April 24, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Martin R Barash presides over the case. Matthew D. Resnik, Esq. on Rhm Law LLP represents the Debtor as counsel. GTCR EVEREST: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B+' to GTCR Everest Borrower, LLC dba AssetMark. The Rating Outlook is Stable. Additionally, Fitch has assigned a 'BB/RR2' rating to the company's first lien term loan and revolving credit facility. The ratings and Outlook reflect a resilient business model characterized by recurring revenues, strong operating performance, robust EBITDA margins, and positive FCF generation. However, the ratings are constrained by high leverage and market volatility. KEY RATING DRIVERS High Leverage: Private equity firm GTCR recently announced that it has entered into a definitive agreement to acquire AssetMark Financial Holdings, Inc. (AMK) for approximately $2.6 billion. The merger will be funded via debt and equity. The debt will be issued by GTCR Everest Borrower, LLC and will include a $1.3 billion first lien term loan; a $250 million revolving credit facility, which is expected to remain undrawn at close; and $1.78 billion of equity. Fitch expects AMK's gross leverage, pro forma for the transaction, to be approximately 5.0x based on the company's LTM Fitch-adjusted EBITDA and estimates that the FCF margin will be in the low double-digit range. Fitch believes the company will prioritize excess FCF toward acquisitions and technology enhancements. Fitch expects Fitch-calculated gross leverage to remain in the high 4.0x range over the rating horizon. Recurring Revenue Model: Fitch believes that AMK's comprehensive wealth technology platform and business consulting engagements are fully integrated into its advisor clients' ecosystems, thereby making them difficult to displace. The majority of the company's revenue is recurring, at 95.1% as of Dec. 31, 2023, which is based on revenue generated from assets that are under contract and not dependent on trading activity. The technology that forms the basis for both the wealth management and technology platform business lines is critical to the role of Independent Broker-Dealers (IBDs) and Registered Investment Advisors (RIAs), as evidenced by high net and gross retention rates of 98% and 102%, respectively. In addition, approximately 80% of the assets managed by advisors have a tenure of over five years with the company. Margin Expansion: The company has historically achieved solid profitability with a Fitch-adjusted EBITDA margin of approximately 36% in 2023 and 33% in 2022, based on EBITDA as a percentage of gross revenues. The company's platform assets have grown at a CAGR of approximately 13.5% since FY 2020, with platform assets totaling $116.9 billion as of March 31, 2024. Fitch believes that margins in the mid-30s and strong FCF conversion will lead to FCF margins averaging in the low double digits over the rating horizon. Competition: Fitch believes there is intense competition for solutions geared towards the U.S. wealth management industry. The company primarily competes with other turnkey asset management platform providers, such as Orion, SEI, Envestnet, and many others. Many broker-dealers offer their advisors integrated proprietary wealth management platforms, and there are numerous point solutions offered by various competitors aimed at addressing specific needs. The industry is experiencing a shift towards the RIA channel (30% of platform assets), which could pressure assets at broker-dealers (70% of platform assets). However, the RIA channel also represents a meaningful potential growth opportunity. Fitch views AMK's integrated custodian services as a competitive advantage because it allows advisors using custodial services to switch IBD & RIA platforms without re-papering clients, thereby, achieving high retention. Market Risk: The company's revenue and profitability are directly impacted by changes in the value of financial market assets or alterations in the mix of platform assets. Approximately 93% of the company's revenues are based on the market value of assets on its platform, which exposes its earnings to market volatility. In addition to equity market volatility, a decrease in interest rates could negatively affect the spread-based revenue that the that the company earns on customer cash for which it serves as custodian. However, the company has fixed the interest rate on 60% of the cash generating spread-based revenue, with an average tenure of 2.3 years. DERIVATION SUMMARY AMK's rating reflects its solid market position as a provider of wealth technology platforms and solutions in the fast-growing Broker/RIA space. The company benefits from a sizeable base of recurring revenue, as well as a fee-based model which is billed in advance of each quarter, thereby resulting in high revenue visibility. However, Fitch believes the company's ratings are constrained due to market volatility, which could impact the value of the platform's assets, as well as the high leverage of approximately 5.0x post transaction. The company's credit metrics are generally consistent with the 'B+' rating and other similarly rated peers in Fitch's coverage. Like other private equity owned issuers, Fitch believes that the company will focus more on equity returns rather than debt reduction. KEY ASSUMPTIONS - Gross Revenue: Total gross revenue increases by 10.9% in 2024 driven primarily by growth in platform assets, acquisitions, high interest rate increasing spread-based revenue. Spread-based revenue declines from FY 2025 given the expected decline in interest rates; - EBITDA margin: EBITDA margin compresses modestly before rebounding in 2026 due to fee compression; - Working Capital: Remains a modest use of cash flow in the next few years; - Taxes: Cash tax rate of 26%; - Capex: Capex intensity forecasted at mid-single digit range. RECOVERY ANALYSIS For entities rated 'B+' and below, where default is closer and recovery prospects are more meaningful to investors, Fitch undertakes a tailored, or bespoke, analysis of recovery upon default for each issuance. The resulting debt instrument rating includes a Recovery Rating or published 'RR' (graded from RR1 to RR6), and is notched from the IDR accordingly. In this analysis, there are three steps: (i) estimating the distressed enterprise value (EV); (ii) estimating creditor claims; and (iii) distribution of value. Fitch assumes GTCR Everest Borrower, LLC would emerge from a default scenario under the going concern approach versus liquidation. Key assumptions used in the recovery analysis are as follows: (i) Going concern EBITDA: Fitch estimates a going concern EBITDA of approximately $210 million, or meaningfully below the company's current run-rate EBITDA. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. Fitch contemplates a scenario in which a sustained decline in financial markets leads to a material reduction in fee-based revenue, impairs AMK's debt-servicing ability. (ii) EV Multiple: Fitch assumes a 6.5x multiple, which is validated by historic public company trading multiples, industry M&A and past reorganization multiples Fitch has seen across various industries. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch's expectation that EBITDA leverage will be sustained below 4.0x; - Continued robust accretion of platform assets through net flows and/or acquisitions that offsets any negative impact from market movements along with sustained EBITDA margins and increased scale. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA Leverage sustained above 5.0x; - Competitive pressures or significant market declines resulting in decline in platform assets leading to prolonged revenue underperformance vis-à-vis Fitch's expectation; - Deterioration of EBITDA margin and FCF margin profile negatively affecting the financial flexibility. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch views AMK's liquidity position as sufficient supported by the company's cash balances and availability on the revolving credit facility. As of March 31, 2024, AMK had a cash balance of $247.6 million and expects the pre-closing cash to be utilized towards the transaction. In addition, the company expects the $250 million revolving credit facility to be undrawn at closing of the transaction. Debt: The company's pro forma debt capital consists of a $1.3 billion first lien term loan facility maturing 2031 and $250 million revolving credit facility maturing 2029. ISSUER PROFILE AssetMark operates a wealth management platform for financial advisors with approximately $117 billion of assets on the platform. The platform serves over 9,300 financial advisors and over 257,000 investor households. DATE OF RELEVANT COMMITTEE 28 May 2024 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Click here to access Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- GTCR Everest Borrower, LLC LT IDR B+ New Rating senior secured LT BB New Rating RR2 HARDING HOUSE: Timothy Stone of Newpoint Named Subchapter V Trustee ------------------------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Timothy Stone of Newpoint Advisors Corporation as Subchapter V trustee for Harding House Brewing Company, LLC. Mr. Stone will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Stone declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Timothy Stone Newpoint Advisors Corporation 750 Old Hickory Blvd, Building Two, Suite 150 Brentwood, TN 37027 Phone: 800-306-1250/615-440-8273 Fax: (702) 543-3881 Email: tstone@newpointadvisors.us About Harding House Brewing Company Harding House Brewing Company, LLC, a company in Nashville, Tenn., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01770) on May 16, 2024, with $28,833 in assets and $1,136,224 in liabilities. Douglas Tyler Pate, managing member, signed the petition. Judge Charles M. Walker presides over the case. R. Alex Payne, Esq., at Dunham Hilderbrand Payne Waldron, PLLC represents the Debtor as legal counsel. HARRAH LAND: Seeks to Hire Riggs Abney Neal as Bankruptcy Counsel ----------------------------------------------------------------- Harrah Land FC, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Oklahoma to hire Riggs, Abney, Neal, Turpen, Orbison & Lewis as its attorneys. The firm will render these services: a. prepare Schedules, Statement of Financial Affairs and other pleadings; b. negotiate allowed claims and treatment of creditors; c. render legal advice and preparation of legal documents and pleadings concerning claims of creditors, post pedtion financmg, executmg confacacts, sale of assets, insurance, etc; d. represent Park 151 in hearings and other contested matters; and e. formulate a plan of reorganization. The rates to be charged by Riggs, Abney, Neal, Turpen, Orbison & Lewis range from $200 to $375. The firm was paid $26,000 on April 29, 2024 by Harrah Land FC of which $4,593.75 has been applied to services rendered contemporaneously before the commencement of this case, and $21,406.25 is held in their law firm's client trust account. Scott Kirdey, Esq., attests that the members of Riggs, Abney, Neal, Turpen, Orbison & Lewis are disinterested persons as defined in Sec. 101(14) of the Bankruptcy Code and do not represent any interest adverse to the bankruptcy estate. The Firm can be reached through: ScottP. Kirdey, Esq. RIGGS, ABNEY, NEAL, TURPEN, ORBISON & LEWIS 502 West 6th Street Tulsa, OK 74119-1019 Tel: (918) 587-3161 Fax: (918) 587-9708 E-mail: skirtley@riggsabney.com About Harrah Land FC, LLC Harrah Land FC, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Okla. Case No. 24-80401) on May 21, 2024, listing $7,862,207 in assets and $7,013,314 in liabilities. The petition was signed by Timothy J. Remy as managing member. Judge Paul R. Thomas presides over the case. Scott P. Kirtley, Esq. at RIGGS, ABNEY, NEAL, TURPEN, ORBISON & LEWIS represents the Debtor as counsel. HAZEL TECHNOLOGIES: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Hazel Technologies, Inc. 2720 N. Grove Industrial Dr. Unit 101 Fresno, CA 93727 Business Description: Hazel Technologies, Inc. is in the business of agriculture technology product development. Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-11142 Judge: Hon. J. Kate Stickles Debtor's Counsel: Mark W. Yurkewicz, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington DE 19801 Tel: 302-552-5519 Email: myurkewicz@klehr.com - and - JENNER & BLOCK LLP Debtor's Claims/ Noticing Agent: STRETTO Debtor's Consultant: ROCK CREEK ADVISORS, LLC Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Parker R. Booth as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 30 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EQ62KOI/Hazel_Technologies_Inc__debke-24-11142__0001.0.pdf?mcid=tGE4TAMA HEALTHLYNKED CORP: Financial Struggles Raise Going Concern Doubt ---------------------------------------------------------------- HealthLynked Corp. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. Management considered HealthLynked's current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its obligations due before May 15, 2025 and concluded that, without additional funding, it will not have sufficient funds to meet its obligations within the next 12 months. "We are subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from our Digital Healthcare Division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill our growth and operating activities and generating a level of revenues adequate to support our cost structure," the Company explained. As of March 31, 2024, the Company had cash balances of $23,491, a working capital deficit of $798,224 and an accumulated deficit of $43,420,854. For the three months ended March 31, 2024, the Company had a net loss of $1,387,718 and it used cash from operating activities of $854,855. The Company expects to continue to incur net losses and have significant cash outflows for at least the next 12 months. Through March 31, 2024, the Company has funded its operations principally through a combination of sales of its common stock, convertible and non-convertible promissory notes, government issued debt, and related party debt. On July 5, 2022, the Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. Pursuant to the SEPA, the Company has the right to sell to Yorkville up to 30,000,000 shares of its common stock, par value $0.0001 per share, at its request any time during the three-year commitment period set forth in the SEPA. Because the purchase price per share to be paid by Yorkville for the shares of common stock sold by the Company to Yorkville pursuant to the SEPA, if any, will fluctuate based on the market prices of its common stock during the applicable pricing period, the Company cannot reliably predict the actual purchase price per share to be paid by Yorkville for those shares, or the actual gross proceeds the Company will receive from those sales, if any. During the three months ended March 31, 2023, the Company sold 225,000 shares of common stock under the SEPA, receiving $18,765 in proceeds, all of which was applied to the balance of a then-outstanding promissory note payable to Yorkville. The Company has not sold any additional shares under the SEPA since January 2023. During the three months ended March 31, 2024, the Company issued three new convertible notes payable to its CEO, Dr. Michael Dent, for aggregate net cash proceeds of $500,000 and refinancing of an existing note in the amount of $166,500. It also made cash repayments on notes payable totaling $221,278. During the three months ended March 31, 2024, the Company sold 5,100,000 shares of common stock to three investors in separate private placement transactions. The Company received $355,000 in proceeds from the sale. In connection with the stock sale, the Company also issued 2,500,000 five-year warrants to purchase shares of common stock at an exercise price of $0.17 per share. On January 17, 2023, the Company entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and the Company agreed to sell, AHP. The Company received $750,000 upon signing of the AHP Merger Agreement, $31,381 in March 2023 for the Stub Period Reimbursement, $1,750,000 ($1,540,000 net after commissions) in Incremental Cash Consideration during June, July and August for meeting participating physician transfer milestones, and $1,873,993 gross ($1,186,231 net after commissions) in October 2023 from the 2022 MSSP Consideration. The Company may receive future proceeds comprised of proceeds from sale of shares of the Buyer if the Buyer completes an initial public offering by February 1, 2025 and up to $500,000 of the Physician Advance Consideration from the Buyer's plan year 2023 (and if necessary, 2024) MSSP Shared Savings. "Without raising additional capital, whether via additional advances made pursuant to the SEPA, from the sale of equity or debt instruments, from receipt of remaining contingent consideration related to the sale of the ACO/MSO Division, or from other sources, there is substantial doubt about the Company's ability to continue as a going concern through May 15, 2025," HealthLynked said. A full-text copy of the Company's Form 10-Q is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1680139/000121390024043561/ea0205594-10q_health.htm About HealthLynked Corp. Naples, Fla.-based HealthLynked Corp. was incorporated in the State of Nevada on August 4, 2014. It operates a cloud-based patient information network and record archiving system in the United States, and currently operates through three distinct divisions: the Health Services Division, the Digital Healthcare Division, and the Medical Distribution Division. As of March 31, 2024, the Company has $3,890,759 in total assets, $3,669,265 in total liabilities, and total stockholders' equity of $221,494. HEART HEATING: Hires Allen Vellone Wolf as Bankruptcy Counsel ------------------------------------------------------------- Heart Heating & Cooling, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Allen Vellone Wolf Helfrich & Factor P.C. as its counsel. The firm's services include preparation of the bankruptcy statements and schedules, a plan of reorganization and disclosure statement, as well as all contested and litigation matters that arise in this case, including but not limited to representation in connection with confirmation of the plan, investigation and prosecution of the Estate's avoidance actions, and all other legal services for Debtors that may become necessary. The firm will be paid at these rates: Jeffrey A. Weinman $625 per hour Katharine S. Sender $375 per hour Brenton L. Gragg $365 per hour Paralegals $120 to 225 per hour The firm received a retainer of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Katharine Sender, Esq., a partner at Allen Vellone Wolf Helfrich & Factor 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 A. Weinman, Esq. Katharine S. Sender, Esq. Allen Vellone Wolf Helfrich & Factor P.C. 1600 Stout Street, Suite 1900 Denver, CO 80202 Tel: (303) 534-4499 Email: JWeinman@allen-vellone.com KSender@allen-vellone.com About Heart Heating & Cooling, LLC Heart Heating & Cooling, LLC is a HVAC contractor in Colorado Springs, Colo. The Debtor filed Chapter 11 petition (Bankr. D. Colo. Case No. 23-13019) on July 11, 2023, with $2,676,312 in assets and $11,173,434 in liabilities. Joli Lofstedt, Esq., has been appointed as Subchapter V trustee. Judge Thomas B. McNamara oversees the case. K. Jamie Buechler, Esq., at Buechler Law Office, LLC is the Debtor's counsel. HELIUS MEDICAL: Schedules Annual Meeting for June 27 ---------------------------------------------------- Helius Medical Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it expects to hold its 2024 Annual Meeting of Stockholders on Thursday, June 27, 2024 and has fixed the closing of business on May 28, 2024 as the record date for the Annual Meeting. Because the date of the Annual Meeting has been changed by more than 30 days from the anniversary date of the 2023 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal. Pursuant to applicable Securities and Exchange Commission rules and the Company's Second Amended and Restated Bylaws, the deadline for the submission of proposals to be included in the Company's proxy materials and the deadline for the submission of director nominations to be brought before the Annual Meeting by a stockholder is the close of business on June 10, 2024. Written notice for any such proposals, nominations or other business must be received by the Company at its principal executive office (Helius Medical Technologies, Inc., Attention: Secretary, 642 Newtown Yardley Road, Suite 100, Newtown, Pennsylvania 18940) by the applicable deadline and must comply with the procedures and requirements of applicable SEC rules and the Company's Bylaws. About Helius Medical Helius Medical Technologies, Inc. -- http://www.heliusmedical.com/ -- is a neurotechnology company focused on neurological wellness. Its purpose is to develop, license or acquire non-implantable technologies targeted at reducing symptoms of neurological disease or trauma. Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital. These are the reasons that raise substantial doubt about its ability to continue as a going concern. HEYWOOD HEALTHCARE: Hires Stretto Inc as Administrative Advisor --------------------------------------------------------------- Heywood Healthcare, Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Stretto, Inc. as administrative advisor. The firm will render these services: a. assist with, among other things, solicitation, balloting, and tabulation of votes; prepare any related reports, as required in support of confirmation of a Chapter 11 plan; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. manage and coordinate any distributions pursuant to a chapter 11 plan if designated as distribution agent under such plan; and d. if needed, provide claims analysis and reconciliation, case research, depository management, treasury services, confidential online workspaces or data rooms (publication to which shall not violate the confidentiality provisions of this Agreement), and any related services otherwise required by applicable law, governmental regulations, or court rules or orders in connection with these Chapter 11 Cases. The firm received an advance retainer in the amount of $20,000. Sheryl Betance, a senior managing director at Stretto, disclosed in a court filing that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Tel: (714) 716-1872 Email: sheryl.betance@stretto.com About Heywood Healthcare, Inc. Heywood Healthcare, Inc. is a non-profit community-owned hospital in Gardner, Mass. Heywood Healthcare and its affiliates filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 23-40817) on Oct. 1, 2023. In the petition signed by its chief executive officer, Thomas Sullivan, Heywood Healthcare disclosed up to $500,000 in assets and up to $50,000 in liabilities. Judge Elizabeth D. Katz oversees the cases. John M. Flick, Esq., at Flick Law Group, PC represents the Debtors as counsel. The U.S. Trustee for Region 1 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Dentons Bingham Greenebaum, LLP and Dentons US, LLP as its legal counsel. HH MASTERWORK: Star Mountain Marks $2.06MM Loan at 39% Off ---------------------------------------------------------- Star Mountain Lower Middle-Market Capital Corp has marked its $2,067,881 loan extended to HH Masterwork Intermediate, Inc to market at $1,265,130 or 61% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in Star Mountain's Form 10-K for the Fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission. Star Mountain is a participant in a First Lien Senior Secured Term Loan to HH Masterwork Intermediate, Inc. The loan accrues interest at a rate of 17% Payment in Kind per annum. The loan matures on May 17, 2028. Star Mountain Lower Middle-Market Capital Corp. is an externally managed, closed-end management investment company and has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended. The Company’s investment objectives are to generate current income and capital appreciation. Star Mountain is led by Brett A. Hickey, Chief Executive Officer and President; and Christopher J. Gimbert, Chief Financial Officer. The fund can be reach through: Brett A. Hickey Star Mountain Lower Middle-Market Capital Corp 140 E. 45th Street, 37th Floor New York, NY 10017 Tel: (212) 810-9044 HH Masterwork Intermediate, Inc is in the electrical equipment business. HOMETOWN LENDERS: Case Summary & 40 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Hometown Lenders, Inc. d/b/a Hometown Lenders d/b/a 1st Family Mortgage Hometown Lending 350 The Bridge Street Suite 200 Huntsville, AL 35806-0021 Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court Northern District of Alabama Case No.: 24-81038 Debtor's Counsel: Kevin D. Heard, Esq. HEARD, ARY & DAURO, LLC 303 Williams Avenue Park Plaza, Suite 921 Huntsville, AL 35801 Tel: 256-535-0817 Fax: 256-535-0818 E-mail: kheard@heardlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by William E. Taylor, Jr. as director/agent. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VYGIXLI/Hometown_Lenders_Inc__alnbke-24-81038__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Flagstar Bank, NA Lawsuit $20,110,657 Attn: Bankruptcy Department 5151 Corporate Drive Troy, MI 48098 2. Heath Quick $7,000,000 596 Hunter Rd. Hazel Green, AL 35750 3. Conrad Thompson $5,000,000 1501 Signal Pt. Rd. Guntersville, AL 35976 4. First Horizon Bank Lawsuit $3,489,345 Attn: Bankruptcy Department 165 Madison Avenue Memphis, TN 38103 5. Freddie Mac Servicer Agreement- $3,374,864 Attn: Bankruptcy Claims Event Department 8200 Jones Branch Drive McLean, VA 22102 6. Internal Revenue Service $942,797 Attn: Bankruptcy Department 801 Tom Martin Road Birmingham, AL 35211 7. Anthony Perri, Sr. Lawsuit $779,445 1031 Teal Avenue Peotone, IL 60468 8. ICE Mortgage Vendor $616,989 Technology PO Box 7410442 Chicago, IL 60674-0442 9. Rapidscale Inc. Vendor $540,603 P.O. Box 92126 Las Vegas, NV 89193-2126 10. Certified Credit Vendor $475,423 1095 Arrow Route #2969 Rancho Cucam 91729 11. Anthony Perri, Jr. Lawsuit $471,322 1031 Teal Avenue Peotone, IL 60468 12. Equifax Workforce Solutions Vendor $459,328 4076 Paysphere Circle Chicago, IL 60674-4076 13. SmartBank Equipment $407,273 PO Box 1910 Pigeon Forge, TN 37868-1910 14. SimpleNexus, LLC Vendor $399,548 P.O. Box 843167 Dallas, TX 75284-3167 15. Wells Fargo Bank NA Vendor $351,123 1 Home Campus 4th floor MAC F2401-04L Des Moines, IA 50328 16. National Cooperative Bank, N.A. Servicing $306,835 2011 Crystal Drive Agreement Suite 800 Arlington, VA 22202 17. ESPN, Inc -Prod Misc Vendor $300,000 P.O. Box 732527 Dallas, TX 75373-2527 18. Black Knight Vendor $288,703 Technologies LLC P.O. Box 742971 Los Angeles, CA 90074-2971 19. Nevada Department $250,063 of Taxation 3850 Arriwhead Dr. Carson City, NV 89706 20. Birchwood Credit Vendor $246,056 Services, Inc. Attn: Bankruptcy Department PO Box 7403 Fort Lauderdale, FL 33338 21. IMI Huntsville Rents $234,246 Huntsville Lifestyle P.O. Box 742117 Atlanta, GA 30374-2117 22. PGA Tour, Inc Vendor $225,000 P.O. Box 1065 Ponte Vedra Beach, FL 32004 23. JPMCB Correspondent Vendor $209,312 Recovery Funds P.O. Box 731743 Dallas, TX 75373-1743 24. QC Ally, LLC Vendor $204,465 9609 S University Blvd P.O. Box 632026 Highlands Ranch, CO 80163 25. PennyMac Corp Vendor $180,362 P.O. Box 669 Moorpark, CA 93020-0669 26. Optimed Group Programs Vendor - $169,965 Inc.-Chubb Premiu Employee 5505 North Benefits Cumberland Ave. Chicago, IL 60675-3298 27. Mission Firefly Vendor $156,936 P.O. Box 793 Hazel Green, AL 35750 28. Optimal Blue Vendor $132,670 P.O. Box 844004 Dallas, TX 75284-4004 29. Mers Holdings Inc. Vendor $127,028 13059 Collections Center Drive Chicago, IL 60693 30. Appraisal Management Vendor- $120,665 Specialists, LLC Appraiser 38 Main Street P.O. Box 1100 Oconomowoc, WI 53066 31. RJ Young Company, Inc. Vendor $107,206 P.O. Box 306412 Nashville, TN 37230-6412 32. DocuSign Vendor $106,605 P.O. Box 735445 Dallas, TX 75373-5445 33. Minnesota Department of Revenue $105,477 600 N. Robert St. Saint Paul, MN 55101 34. Knowledge Coop Vendor $105,117 P.O. Box 1213 Vancouver, WA 98666 35. Anglin Reichmann Armstrong Vendor $99,285 305 Quality Circle Huntsville, AL 35806 36. Vonage Business Vendor- $99,103 P.O. Box 392415 Utilities Pittsburgh, PA 15251-9415 37. Jeffrey (and Darcy) Markus Consumer $93,000 2260 Pinto Drive Action Wayzata, MN 55391 Complaint 38. CDW Direct, LLC Vendor $87,912 Attn: Bankruptcy Department 200 N Milwaukee Ave Vernon Hills, IL 06006-1000 39. Montana Department of $75,000 Administration Banking & Financial Institutions Divisio P.O. Box 200546 Helena, MT 59620 40. Richey May Vendor $74,102 9780 S. Meridian Boulevard Suite 500 Englewood 80112 HOMETOWN LENDERS: Files for Chapter 11 After Shutting Business -------------------------------------------------------------- Hometown Lenders, Inc., filed a chapter 11 petition in Alabama. The Huntsville, Alabama-based Debtor estimates its assets and debt between $10 million and $50 million. As an independent mortgage banker, the Debtor's principal business was to facilitate the purchase of residential real properties by extending mortgages to qualified buyers which were then subsequently sold to industry investors such as Fannie Mae and Fredie Mac. To fund the origination of mortgages, the Debtor had lines of credit with warehouse lenders Flagstar Bank N.A., First Horizon Bank, and other lenders. CEO Billy Taylor Jr. submitted a first-day declaration explaining the chapter 11 filing is attributable to "unforeseen adverse market conditions". According to Mr. Taylor, after years of historically low interest rates, starting in 2022, mortgage rates in the U.S. began to increase as a result of the Federal Reserve's policy to curb inflation. He said that higher interest rates eliminated potential home buyers and investors from the market. As a result of significantly higher interest rates, the Debtor's top line revenues declined by over 70%. The Debtor was closing 1,500 loans per month in the first quarter of 2022 but was only closing less than 100 per month as of June 2024. To reduce its overhead, the Company closed a number of its offices nationwide and laid off a number of employees. From a high of 1,400 employees and 120 offices in 46 states in 2021, the Company had only less than 400 employees and fewer than 40 offices by the end of June 2023. Despite making those cuts, Mr. Taylor said that the Debtor was unable to overcome the unforeseen adverse market conditions in the mortgage lending industry. As a result of these challenges, it was forced to cease all business operations and terminating its remaining employees as of Oct. 13, 2023. Although the Debtor is not operating, it anticipates filing several actions pursuant to which the Debtor in good faith believes will generate funds that are sufficient to pay the allowed claims of priority and general unsecured creditors of the estate. The Debtor intends to seek approval to use cash collateral. All funds available to the Debtor constitute as cash collateral of its secured creditors. Without access to these funds, the Debtor will permanently impair their going concern value and value of their estates. About Hometown Lenders Hometown Lenders, Inc., was organized as an LLC in 2000 and quickly became the largest mortgage banker in Alabama. The company continued to grow in 2012 and became an independent mortgage banker. In 2018 it expanded its business nationwide and by 2021 it had over 1,400 employees and 120 offices in 46 states. Its sole shareholder is William "Billy" Taylor Jr. Hometown Lenders filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. N.D. Ala. Case No. 24-81038) on June 3, 2024. The Debtor is being represented by the Law Firm of Heard, Ary & Dauro, LLC. Kevin D. Heard leads the engagement. HOSPITALITY HOLDING: Hires Sheehan & Ramsey as Legal Counsel ------------------------------------------------------------ Hospitality Holding of Mississippi, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire Sheehan & Ramsey, PLLC as legal counsel. The firm will provide these services: (a) consult with any appointed committee concerning the administration of the Debtors' Chapter 11 cases; (b) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors and other matters relevant to the cases; (c) formulate a Chapter 11 plan; (d) prepare legal papers and reports necessary in the bankruptcy cases; (e) attend all hearings and trials concerning the Debtor or the estate; and (f) initiate adversary proceedings as deemed necessary for successful reorganization. The firm will be paid at these rates: Patrick A. Sheehan $4500 per hour Partners $375 per hour Associate Attorneys $300 per hour Paralegals $150 per hour In addition, the firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick Sheehan, Esq., a partner at Sheehan & Ramsey, 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: Patrick A. Sheehan, Esq. SHEEHAN & RAMSEY, PLLC 492 Porter Avenue Ocean Springs, MS 39564 Tel: (228) 875-0572 Fax: (228) 875-0895 Email: Pat@sheehanramsey.com About Hospitality Holding of Mississippi, LLC Hospitality Holding of Mississippi, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-50387) on March 20, 2024. In the petition signed by Jason Reneau, chief financial officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Katharine M. Samson oversees the case. Patrick Sheehan, Esq., at Sheehan and Ramsey, PLLC, represents the Debtor as legal counsel. HOTOPP PROPERTIES: Court OKs Cash Collateral Access Thru June 30 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Western Division, authorized Hotopp Properties, Inc. to use the cash collateral of Midland States Bank and Heartland Bank, on an interim basis, in accordance with the budget, through June 30, 2024. Midland States Bank has a recorded first mortgages and assignment of rents on the real property of the Debtor commonly known as 222 E. Church St., Sandwich, IL and 321 S. Wolfe St., Sandwich, IL. As of filing, the Debtor owes approximately $140,000 on the aforesaid mortgages. Heartland Bank has a recorded first mortgages and assignment of rents on the properties of the Debtor commonly known as 218 Eddy St., Sandwich, IL and 315 S. Wolfe St., Sandwich, IL. As of filing, the Debtor owes approximately $149,000 on the aforesaid mortgages. Midland States and Heartland will be secured by a lien to the same extent, priority and validity as existed prior to the Petition date; that Midland States and Heartland will receive a security interest in and replacement lien upon all of the Debtor's now existing or hereafter acquired property, real or personal, whether in existence before or after the Petition Date. In further return for the Debtor's continued interim use of cash collateral, Midland States and Heartland are granted a replacement lien in substantially all rents, among other collateral to the extent and validity as held prepetition. The Debtor must maintain and pay premiums for insurance to cover the Collateral from fire, theft and water damage, and the Lenders consent to the payment of such premiums from its cash collateral. A further hearing on the matter is set for July 3 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=xJcDCy from PacerMonitor.com. About Hotopp Properties, Inc. Hotopp Properties, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-80579) on May 1, 2024. In the petition signed by William L. Hotopp, president, the Debtor disclosed up to $1 million in assets and up to $500,000 in liabilities. Judge Thomas M. Lynch oversees the case. Richard G Larsen, Esq., at SpringerLarsen, LLC, represents the Debtor as legal counsel. INOTIV INC: Raises Going Concern Doubt Amid Financial Strain ------------------------------------------------------------ Inotiv, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. As of March 31, 2024, the Company has cash and cash equivalents of approximately $32,695,000 and access to a $15,000,000 revolver, which currently has no balance outstanding. "The November 16, 2022 event and subsequent decision to refrain from selling or delivering Cambodian NHPs held in the U.S. triggered a material adverse event clause in our Credit Agreement resulting in, among other things, a limitation of our ability to draw on our revolving credit facility. The loss of access to our revolving credit facility at the time and reduced liquidity resulting from the decision to refrain from selling Cambodian NHPs held in the U.S. resulted in reduced forecasted liquidity. As a result of these events, the Company took steps to improve its liquidity, which included negotiating an amendment to its Credit Agreement to reinstate its ability to borrow under its revolving credit facility. Without the amendment, the Company was at the time at risk of not having the revolving credit facility available," Inotiv said. "In 2023, we implemented several initiatives to reduce our operating and investing costs. We announced several site consolidation plans in the U.S. and certain European and U.K. sites. Our site optimization plans allow us to reduce overhead and create efficiencies through scale. During fiscal 2023, we completed all planned fiscal year 2023 consolidations and closures and sold our Israeli businesses. The consolidation of the operations at our Blackthorn, U.K., facility with the operations in Hillcrest, U.K., is expected to be complete in fiscal Q4 2024. Over the last year, we have continued to improve our infrastructure and worked to optimize our operating platform to support future growth. These improvements included investments in our information technology platforms, building program management functions to enhance management and communication with clients and multi-site programs, further enhancing client services and improving the client experience. We believe the actions taken and investments made in recent periods form a solid foundation upon which we can continue to build. However, there is no assurance that such actions will ultimately have the intended effects," the Company said. The financial covenants under the Company's Credit Agreement include, among others, a requirement to not permit the consolidated debt to consolidated EBITDA of the Company to exceed certain leverage thresholds under the Credit Agreement. Subsequent to March 31, 2024, the Company entered into the Fourth Amendment to the Credit Agreement, which provides that any charges or expenses attributable to or related to the Agreement in Principle may be added back to the Company's consolidated EBITDA (up to $26,500,000) for purposes of the financial covenants under the Credit Agreement. As a result of the Fourth Amendment obtained by the Company, the Company was in compliance with its covenants under the Credit Agreement as of March 31, 2024. The Company believes it has sufficient liquidity to satisfy its current obligations as they come due, including cash outflows for planned targeted capital expenditures, for the twelve months following the issuance of these financial statements. Following the decrease in overall revenue for the three months ended March 31, 2024, there is no assurance that the Company will experience an increase in revenue for the remainder of the 2024 fiscal year. If the Company's revenue and related operating margins do not increase, it would result in non-compliance with the financial covenants under the Credit Agreement. If at the time the Company files, or is required to file, its next Quarterly Report on Form 10-Q it reports a failure to comply with its financial covenants and remains unremedied for the period of time stipulated under the Credit Agreement, this would constitute an event of default under the Credit Agreement and the lenders may, among other remedies set out under the Credit Agreement, declare all or any portion of the outstanding principal amount of the borrowings plus accrued and unpaid interest to be immediately due and payable. Furthermore, if the lenders were to accelerate the loans under the Credit Agreement, such acceleration would constitute a default under our indenture governing the Company's Convertible Senior Notes which, if not cured within 30 days following notice of such default from the trustee or holders of 25 percent of the Notes, would permit the trustee or such holders to accelerate the Notes. If the lenders accelerate the loans under the Credit Agreement, the Company does not believe its existing cash and cash equivalents, together with cash generated from operations, would be sufficient to fund its operations, satisfy its obligations, including cash outflows for planned targeted capital expenditures, and repay the entirety of its outstanding senior term loans and repay the entirety of its outstanding Notes in the next 12 months; in addition, access to the $15,000,000 revolver would be restricted and such funds would not be available to pay for any operating activities. Further, the Company's evaluation of its ability to continue as a going concern in accordance with U.S. generally accepted accounting principles entailed analyzing prospective fully implemented operating budgets and forecasts for expectations of its cash needs and comparing those needs to the current cash and cash equivalent balances in order to satisfy its obligations, including cash outflows for planned targeted capital expenditures, and to comply with minimum liquidity and financial covenant requirements under its debt covenants related to borrowings pursuant to its Credit Agreement for at least the next 12 months. This evaluation initially does not take into consideration the potential mitigating effect of management's plans that have not been fully implemented and are outside of its control as of the date the financial statements are issued. When substantial doubt exists under this methodology, the Company evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about its ability to continue as a going concern. The mitigating effect of management's plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. After considering these factors, substantial doubt about the Company's ability to continue as a going concern exists. "We plan to continue our efforts to optimize our capital allocation and expense base, which reduced our cash expenses in the three and six months ended March 31, 2024 compared to the three and six months ended March 31, 2023, and which are expected to continue to reduce cash expenses in the remainder of fiscal 2024 and into fiscal 2025. Further, we have invested and plan to continue to invest in our DSA capacity and added to our service offerings in recent periods which we plan to utilize in order to support future revenue growth and margins," the Company said. The Company also continues to collaborate with its lenders with regard to its current business conditions. The Company plans to request amendments to the Credit Agreement, which may include potential additional financial covenant requirements, in an effort to avoid an acceleration of the loans under the Credit Agreement prior to their existing maturity. In the event that the Company fails to comply with the requirements of the financial covenants set forth in the Credit Agreement, the Company has approximately 55 days subsequent to any fiscal quarter, and approximately 100 days subsequent to fiscal year-end to cure noncompliance. Additionally, the Company may consider seeking additional financing and evaluating financing alternatives to meet its cash requirements for the next 12 months. There is no assurance that the Company's lenders will agree to any amendment to the Credit Agreement, nor can there be any assurance that the Company would be able to raise additional capital, whether through selling additional equity or debt securities or obtaining a line of credit or other loan on terms acceptable to the Company or at all. A full-text copy of the Company's Form 10-Q is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/720154/000162828024023632/notv-20240331.htm About Inotiv West Lafayette, Ind.-based Inotiv, Inc. and its subsidiaries comprise a leading contract research organization dedicated to providing nonclinical and analytical drug discovery and development services to the pharmaceutical and medical device industries and selling a range of research-quality animals and diets to the same industries as well as academia and government clients. As of March 31, 2024, the Company has $815,378,000 in total assets, $608,216,000 in total liabilities, and total stockholders' equity and noncontrolling interest of $207,162,000. INVITAE CORPORATION: Seeks to Extend Plan Exclusivity to Oct. 10 ---------------------------------------------------------------- Invitae Corporation and its Debtor Affiliates asked the U.S. Bankruptcy Court for the District of New Jersey to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to Oct. 10 and Dec. 10, 2024, respectively. The Debtors entered the chapter 11 cases as a public company with approximately $1.5 billion in funded debt obligations, including over $300 million in secured notes and the remaining in unsecured, convertible notes. Importantly, the Debtors' industry is heavily regulated. Throughout these chapter 11 cases, in addition to effectuating the Sale Transaction contemplated by the TSA, the Debtors have contended with a complex regulatory overlay, including compliance with the Clinical Laboratory Improvement Amendments of 1988, various Food and Drug Administration regulations, the Health Insurance Portability and Accountability Act of 1996, and state regulatory requirements including maintaining laboratory licenses and applying for expedited review of the Debtors' Sale Transaction by the Office of Health Care Affordability in California. Despite entry of the Sale Order on May 7, 2024, the Debtors anticipate that regulatory filings and subsequent approvals may be required to consummate the Plan. The Debtors claim that they are not seeking an extension of the Exclusivity Periods to pressure or prejudice any of their stakeholders. Continued exclusivity will allow the Debtors to bring these chapter 11 cases to an orderly conclusion by preventing competing plans from derailing the Sale Transaction. Being required to defend against multiple plans would give rise to uncertainty that could put the Sale Transaction at risk and cause substantial delay in returning value to the Debtors' creditors. Notably, the Holders of the 2028 Senior Secured Notes Claims consent to the relief requested herein and support a 120-day extension of the Exclusivity Periods. Ultimately, extending the Exclusivity Periods will benefit the Debtors' estates, their creditors, and all other key parties-in-interest and will not prejudice the Debtors' creditors. The Debtors assert that they have already taken significant steps toward exiting these chapter 11 cases by filing a chapter 11 plan to effectuate an orderly wind down process to allocate proceeds following the closing of the Sale Transaction, which is ultimately the best path forward for the Debtors' estates. Accordingly, an extension of the Exclusivity Periods will allow the Debtors adequate time to solicit votes on this Plan and move forward with obtaining court approval. The Debtors further assert that they have conducted a successful Auction and filed a Plan to progress toward the closing of the Sale Transaction against the backdrop of a highly regulated environment, all while engaging with various key stakeholders on highly complex and contested issues. Consummation of the Plan will likely require further negotiations with key stakeholders as well as the approval of regulatory bodies. Accordingly, the Debtors submit that sufficient cause exists to extend the Exclusivity Periods. Co-Counsel to the Debtors: Joshua Sussberg, P.C. Nicole L. Greenblatt, p.C. Francis Petrie, Esq. Jeffrey Goldfine, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New york 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: joshua.sussberg@kirkland.com nicole.greenblatt@kirkland.com francis.petrie@kirkland.com jeffrey.goldfine@kirkland.com - and - Spencer A. Winters, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: spencer.winters@kirkland.com Co-Counsel to the Debtors: Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. Daniel J. Harris, Esq. COLE SCHOTZ, P.C. Court Plaza North, 25 Main Street Hackensack, New Jersey 07601 Tel: (201) 489-3000 Email: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com dharris@coleschotz.com About Invitae Corp. Invitae Corporation is a medical genetics company that is in the business of delivering genetic testing services, digital health solutions, and health data services that support a lifetime of patient care and improved outcomes. Invitae Corp. and five of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11362) on Feb. 13, 2024. In the petition filed by Ana Schrank, chief financial officer, disclosed $535,115,000 in assets against $1,618,519,000 in debt. Judge Michael B. Kaplan oversees the case. Kirkland & Ellis LLP and Kirkland & Ellis International LLP are the Debtors' bankruptcy counsel and Cole Schotz, P.C. is the Debtors' co-bankruptcy counsel. Moelis & Company LLC is the Debtors' investment banker. FTI Consulting Inc is the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC is the Debtors's notice and claims agent. Deloitte Touche Tohmatsu Limited serves as the Debtors' tax advisor. IYS VENTURES: Wins Cash Collateral Access Thru July 27 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, granted IYS Ventures, LLC authority to use cash collateral, on an interim basis through July 27, 2024. As previously reported by the Troubled Company Reporter, the Debtor seeks cash collateral access to fund the payment of rent and gasoline and the various management companies which pay the necessary expenses associated with the operation of its business. The creditors that may assert a security interest in and to the Collateral are Byzfunder NY LLC, Fox Capital Group, Inc., Itria Ventures, Samson Funding, and The Huntington National Bank. Investigation into the priority and security of the Lien Claimants is ongoing, however, the following represents the approximate claim and basis for the secured liens: a. Byzfunder may assert a security interest in the Collateral pursuant to a Revenue Purchase Agreement and Security Agreement dated October 25, 2022. Byzfunder's scheduled claim is in the amount of $153,986. b. Fox may assert a security interest in the Collateral pursuant to a Future Receivables Sale and Purchase Agreement dated November 23, 2022. Fox's scheduled claim is in the amount of $444,005. c. Itria asserts a security interest in the Collateral pursuant to an agreement. Itria's scheduled claim is in the amount of $1,492,109, which is disputed in part by the Debtor. d. Samson may assert a security interest in the Collateral by virtue of multiple Revenue Purchase Agreement and Security Agreement dated, inter alia, April 8, 2022, November 21, 2022, December 2, 2022, December 23, 2022, and March 2, 2023. Samson's scheduled claim is in the amount of $4,091,514. e. Huntington asserts a security interest in the Collateral by virtue of an Order on Motion for Prejudgment Attachment dated March 16, 2023, in the case more commonly known as The Huntington National Bank v. IYS Ventures, LLC, et al., Case No. 23-CV-01368 pending in the United States District Court for the Northern District of Illinois. The court ruled that as partial adequate protection to the Lien Claimants and any other entity claiming a security interest in the Collateral, the Lien Claimants are granted and will have replacement liens in and to the Collateral which will have the same validity, perfection, and enforceability as the pre petition liens held by the Lien Claimants without any further action by the Debtor or the Lien Claimants and without executing or recording any financing statements, security agreements, or other documents. A continued hearing on the matter is set for July 24 at 10:30 a.m. A copy of the court's order is available at https://urlcurt.com/u?l=fIc6oX from PacerMonitor.com. About IYS Ventures IYS Ventures LLC leases, owns and operates gas stations located in Illinois, Minnesota, Michigan, Indiana, Ohio, South Dakota, Virginia, Wisconsin, and Louisiana. The Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06782) on May 23, 2023. In the petition filed by Muwafak Rizek, as manager and member, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Honorable Bankruptcy Judge David D. Cleary oversees the case. The Debtor is represented by Gregory K Stern, Esq. at Gregory K. Stern, P.C., represents the Debtor as legal counsel. JACON LLC: Court OKs Cash Collateral Access Thru July 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota authorized Jacon, LLC to use cash collateral in accordance with its agreement with the U.S. Small Business Administration, through July 31, 2024. As previously reported by the Troubled Company Reporter, the following secured lienholders have an interest in the cash collateral: a. Platinum Bank -- UCC Financing Statement filed on May 18, 2016, June 14, 2021, September 24, 2021, and April 29, 2022, Filing Numbers: 888850700027, 1239693100023, 1258171100020 and 1311732400020, with the Minnesota Secretary of State securing a lien on all assets of the Debtor, including cash and receivables. The Debtor owes approximately $5.219 million per the filed proof of claim number 23. b. United States Small Business Administration -- UCC Financing Statement filed on May 23, 2020, Filing Number: 1160408103162, with the Minnesota Secretary of State securing a lien on all assets of the Debtor, including cash and receivables. The Debtor owes approximately $303,129 per the filed proof of claim number 11. c. There are other secured creditors, but these UCC financing statements relate to specific items of collateral and not cash collateral. As and for adequate protection of the secured creditors' interest in the cash collateral: a. The Debtor will use cash to pay ordinary and necessary business expenses and administrative expenses for the items and in such use will not vary materially from the budget, except for variations attributable to expenditures specifically authorized by Court order. b. The Debtor will grant the secured creditors replacement liens, to the extent of the Debtor's use of cash collateral, in post-petition inventory, cash, accounts, equipment, and general intangibles, with such liens being of the same priority, dignity, and effect as their respective prepetition liens. c. The Debtor will carry insurance on its assets. d. The Debtor will provide the secured creditors such reports and documents as they may reasonably request. e. The Debtor will afford the secured creditors the right to inspect the Debtor's books and records and the right to inspect and appraise the collateral at any time during normal operating hours and upon reasonable notice to the Debtor and its attorneys. The court said if the Debtor defaults in any of the conditions of adequate protection provided in the stipulation and the Order, the SBA may provide the Debtor with written notice of such default. If the Debtor has not cured such default within 10 business days after such notice of default is provided, the SBA may pursue available remedies for the Debtor's alleged breach of the stipulation and the Order. A copy of the order is available at https://urlcurt.com/u?l=z7HQsi from Pacer Monitor.com. About Jacon LLC Jacon LLC is a demolition, excavating, and utilities contractor in the St. Paul/Minneapolis area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 23-31873) on September 12, 2023. In the petition signed by Jason Jacobsen, president, the Debtor disclosed up to $10 million in both assets and liabilities. William J. Fisher oversees the case. John D. Lamey III, Esq., at Lamey Law Firm, P.A., represents the Debtor as legal counsel. JOONKO DIVERSITY: Hires BMC Group as Administrative Advisor ----------------------------------------------------------- Joonko Diversity Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire BMC Group Inc. as its administrative advisor. The firm will render these services: (a) assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtor's schedules of assets and liabilities and statement of financial affairs, and gather data in conjunction therewith; and (d) provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtor, the Court, or the Office of the Clerk of the Court. BMC received a retainer in the amount of $20,000. BMC is a "disinterested person" within the meaning of Bankruptcy Code section 101(14), according to court filings. The firm can be reached through: Tinamarie Feil BMC Group, Inc. 600 1st Avenue Seattle, WA 98104 Telephone: (206) 499-2169 Email: tfeil@bmcgroup.com About Joonko Diversity Inc. Joonko Diversity Inc. is an AI-powered employee recruitment venture. Joonko Diversity Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11007) on May 14, 2024. In the petition filed by Ilan Band, as chief executive officer, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities up to $50,000. The Debtor is represented by David R. Hurst, Esq. at Mcdermott Will & Emery LLP. JOONKO DIVERSITY: Seeks to Hire McDermott Will & Emery as Counsel ----------------------------------------------------------------- Joonko Diversity Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire McDermott Will & Emery LLP as its counsel. The firm's services include: a) advising the Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of its business and properties; b) advising and consulting on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in chapter 11; c) attending meetings and negotiating with representatives of the Debtor's creditors, equity holders, and other parties in interest; d) taking all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; e) preparing pleadings in connection with the Chapter 11 Case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; f) appearing before the Court and any appellate courts to represent the interests of the Debtor's estate; g) advising the Debtor regarding tax matters; h) assisting the Debtor in reviewing, assessing, estimating, and resolving claims asserted against the Debtor's estate; i) advising the Debtor regarding insurance and regulatory matters; j) commencing and conducting litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's chapter 11 estate, or otherwise further the goals of the Debtor in the Chapter 11 Case; k) taking any necessary action on behalf of the Debtor to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto, including the review and analysis of potential claims and causes of action that may be released under such a plan; and l) performing all other necessary legal services for the Debtor in connection with the prosecution of the Chapter 11 Case, including: (i) analyzing the Debtor's leases and contracts and the potential assumption and assignment or rejection thereof; (ii) analyzing the validity of any liens asserted against the Debtor; and (iii) advising the Debtor on corporate and litigation matters. The firm will be paid at these hourly rates: Partners $1,325 to $2,150 Associates $645 to $1,335 Non-Lawyer Professionals $250 to $1,275 The firm received from the Debtors an advance retainer of $750,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David Hurst, Esq., partner of McDermott Will & Emery LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm can be reached through: David R. Hurst, Esq. McDermott Will & Emery LLP The Brandywine Building 1000 N West Street, Suite 1400 Wilmington, DE 19801 Phone: (302) 485-3930 Email: dhurst@mwe.com About Joonko Diversity Inc. Joonko Diversity Inc. is an AI-powered employee recruitment venture. Joonko Diversity Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11007) on May 14, 2024. In the petition filed by Ilan Band, as chief executive officer, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities up to $50,000. The Debtor is represented by David R. Hurst, Esq. at Mcdermott Will & Emery LLP. JUN ENTERPRISE: Linda Leali Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 21 appointed Linda Leali, Esq., as Subchapter V trustee for Jun Enterprise, LLC. Ms. Leali will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Leali declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Linda M. Leali Linda M. Leali, P.A. 2525 Ponce De Leon Blvd., Suite 300 Coral Gables, FL 33134 Telephone: (305) 341-0671, ext. 1 Facsimile: (786) 294-6671 Email: leali@lealilaw.com About Jun Enterprise Jun Enterprise, LLC operates a nursing school in Lauderhill, Fla. It conducts business under the name Ruby's Academy for Health Occupations. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-14748) on May 15, 2024, with up to $1 million in assets and up to $10 million in liabilities. Carolyn Sutton, president and owner, signed the petition. Judge Peter D. Russin oversees the case. Thomas L. Abrams, Esq., at Thomas L. Abrams PA, represents the Debtor as legal counsel. KCIBT HOLDINGS: Moody's Withdraws 'Caa3' Corporate Family Rating ---------------------------------------------------------------- Moody's Ratings withdrew its ratings for KCIBT Holdings, L.P. ("CIBT"), including the company's Caa3 corporate family rating and Caa3-PD probability of default rating. At the same time, Moody's withdrew CIBT Global, Inc.'s Caa2 ratings on its backed senior secured first lien bank credit facilities, and its Ca ratings on its backed senior secured first and second lien term loans. The stable outlooks have also been withdrawn. RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. Headquartered in McLean, Virginia and controlled by affiliates of private equity sponsor Kohlberg & Company, CIBT is a provider of third-party travel visa, passport, and immigration logistics services for corporate clients worldwide. The company operates in two segments: travel services and immigration. Immigration services, while smaller, now accounts for a much greater portion of the revenue mix due to growth and it being less impacted by the pandemic than travel visa has been. KDJJ ENTERPRISES: Gets OK to Tap Keery McCue as Substitute Counsel ------------------------------------------------------------------ KDJJ Enterprises, Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Keery McCue, PLLC as substitute counsel. The firm will provide these services: (a) prepare pleadings and applications; (b) conduct examinations incidental to administration; (c) advise the Debtor of its rights, duties, and obligations under Chapter 11 of the Bankruptcy Code; (d) take any and all other necessary action incident to the proper preservation and administration of this Chapter 11 estate; and (e) advise the Debtor in the formulation and presentation of a plan pursuant to Chapter 11 of the Bankruptcy Code, and concerning any and all matters relating thereto. The firm's hourly rates range from $165 to $475. Patrick Keery, Esq., an attorney at Keery McCue, 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: Patrick Keery, Esq. Keery McCue, PLLC 6803 East Main Street, Suite 1116 Scottsdale, AZ 85251 Telephone: (480) 478-0709 Facsimile: (480) 478-0787 About KDJJ Enterprises KDJJ Enterprises, Inc., is categorized under car body repairs and car body painting. KDJJ Enterprises filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-06269) on Sept. 8, 2023, with $1 million to $10 million in both assets and liabilities. David A. Ellis, president, signed the petition. Judge Scott H. Gan oversees the case. Patrick Keery, Esq., at Keery McCue, PLLC serves as the Debtor's bankruptcy counsel. KOGV LLC: Seeks to Hire Dahiya Law Offices as Bankruptcy Counsel ---------------------------------------------------------------- KOGV LLC, doing business as Avena Ristorante, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Dahiya Law Offices LLC as counsel. The firm's services include: (a) assist and advise the Debtor relative to the administration of this proceeding; (b) represent the Debtor before the bankruptcy court and advise on all pending litigations, hearings, motions, and of the decisions of the court; (c) review and analyze all applications, orders, and motions filed with the bankruptcy court by third parties in this proceeding and advise the Debtor thereon; (d) attend all meetings conducted pursuant to section 341(a) of the Bankruptcy Code and represent the Debtor at all examinations; (e) communicate with creditors and all other parties in interest; (f) assist the Debtor in preparing all necessary applications, motions, orders, supporting positions taken by it, and preparing witnesses and reviewing documents in this regard; (g) confer with all other professionals; (h) assist the Debtor in its negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; (i) prepare, draft and prosecute the plan of reorganization and disclosure statement; (j) assist the Debtor in performing such other services as may be in the interest of it and the estate and all other legal services required by it; and (k) prosecute such claims including those under 18 U.S.C. Sec. 1964(c) and Civil Right Act as deemed appropriate. The hourly rates of the firm's counsel and staff are as follows: Principal $700 Counsel $550 Associates $200 - $350 Paralegals $75 - $125 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the firm a retainer in the total amount of $10,000. Karamvir Dahiya, Esq., a principal at Dahiya Law Offices, 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: Karamvir Dahiya, Esq. Dahiya Law Offices LLC 75 Maiden Lane, Suite 606 New York, NY 10038 Telephone: (212) 766-8000 Email: karam@dahiya.law About KOGV LLC KOGV LLC, doing business as Avena Ristornate, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10574) on April 3, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge John P. Mastando III oversees the case. Karamvir Dahiya, Esq., at Dahiya Law Offices, LLC represents the Debtor as bankruptcy counsel. LAVIE CARE: Healthcare Services Responds to Chapter 11 Filing ------------------------------------------------------------- Healthcare Services Group, Inc. on June 3 issued a statement in response to LaVie Care Centers' announcement that it had filed for Chapter 11 bankruptcy protection in the Northern District of Georgia. As a result of LaVie's filing, the Company estimates a Q2 non-cash charge of approximately $0.20 per share. The Company expects to continue providing services to LaVie and expects no impact on future revenue or earnings. Additionally, the Company anticipates no disruption in postpetition payments and reiterates its previously shared Q2 and 2024 adjusted cash flow expectations of $5.0 million to $15.0 million and $40.0 million to $55.0 million, respectively. Ted Wahl, Chief Executive Officer, stated, "The recent restructuring activity we've seen, including LaVie's, is the result of conditions and events that occurred over the course of the past few years, as opposed to a reflection of the sector's 'current state.' And while this restructuring will impact the second quarter's reported results, longer term, it only further strengthens the financial health of our customer base. Overall industry fundamentals continue to trend positively, with workforce availability continuing to improve, occupancy at 79%, just under pre-pandemic levels, and CMS's recently proposed 4.1% increase in Medicare rates for fiscal year 2025. Looking ahead, we are focused on executing on our strategic priorities to drive growth, manage costs, and collect what we bill, and remain confident in our ability to deliver long-term value to our shareholders." The Company will be participating in The UBS Healthcare Services Cape Cod Summit on June 5, 2024 at Chatham Bars Inn in Chatham, MA and Baird's 2024 Global Consumer, Technology & Services Conference on June 6, 2024 at the InterContinental Barclay NY. Additionally, the Company will host a conference call on July 24, 2024 to discuss its results for the three months ended June 30, 2024. About Healthcare Services Group, Inc. Healthcare Services Group (NASDAQ:HCSG) provides housekeeping, laundry, dining, and nutritional services. 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: Omega Commits $10MM to Fund Half of DIP Financing ------------------------------------------------------------- Omega Healthcare Investors, Inc. on June 3 issued the following statement in response to LaVie Care Centers' announcement that it had filed for Chapter 11 bankruptcy protection in the Northern District of Georgia. "Omega believes this filing is a necessary and important step in creating an entity that is operationally solvent and sustainable, with enhanced liquidity and a strengthened balance sheet." "During this filing, our focus, like LaVie's, is on maintaining quality of care for the residents of these facilities, on supporting the employees that devote their careers to delivering this care, and on the key vendors that help provide operational services. As such, we have elected to commit $10 million to fund 50% of the expected debtor-in-possession financing, in order to support sufficient liquidity to effectively operate the facilities during bankruptcy. "We continue to believe that there is meaningful value in our portfolio of LaVie assets. Omega has been working with LaVie for over a year to reduce its exposure to underperforming assets, and we believe this has meaningfully enhanced the operating performance of our LaVie portfolio. We believe the current cash flow generated by our remaining LaVie portfolio is sustainable and will support long-term annualized rent of $36 million, while also retaining sufficient cash within the business to provide for strong clinical care. "As part of our debtor-in-possession loan commitment, during the period of bankruptcy protection, LaVie is required to pay Omega monthly rent of $3 million related to the 30 properties LaVie continues to lease from Omega, all subject to court approval." The proposed DIP budget, which provides for LaVie rent, anticipates confirmation of the plan or sale of assets by the end of this year. However, this projection, along with all elements of the bankruptcy filing process, is subject to the approval of the bankruptcy court and other complexities inherent in Chapter 11 proceedings. About Omega Healthcare Investors Omega Healthcare Investors, Inc. -- http://www.omegahealthcare.com --is a real estate investment trust that invests in the long-term healthcare industry, primarily in skilled nursing and assisted living facilities. Its portfolio of assets is operated by a diverse group of healthcare companies, predominantly in a triple-net lease structure. The assets span all regions within the US, as well as in the UK. 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 LEFT TURN: Gets Court Nod to Sell American Fork Property -------------------------------------------------------- Left Turn, LLC received approval from the U.S. Bankruptcy Court for the District of Utah to sell its real property located at 848 S 1100 W, American Fork, Utah. The company is selling the property to Wendy Curry for $150,000 "free and clear" of liens. The company will pay the sale costs, real estate commissions, property taxes, and any utilities due on the property from the proceeds at the closing of the sale. About Left Turn Left Turn, LLC is engaged in activities related to real estate. The company is based in Cottonwood Heights, Utah. Left Turn filed its voluntary petition for Chapter 11 protection (Bankr. D. Utah Case No. 24-20129) on January 12, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Scott Smithson, manager, signed the petition. Judge Peggy Hunt presides over the case. George B. Hofmann, Esq., at Cohne Kinghorn, PC represents the Debtor as legal counsel. LSF11 A5: S&P Rates $794MM Secured Term Loan For Refinancing 'B' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to LSF11 A5 HoldCo LLC's $794 million of secured term loans due Oct. 15, 2028. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for the company's senior secured lenders in a hypothetical default. All of S&P's other ratings, including the 'B' issuer credit rating, are unchanged. LSF11 A5 HoldCo LLC, the debt-issuing parent company of specialty resins producer AOC Formulations (AOC), will refinance the incremental term loans that it issued via amendments on Jan. 31, 2023, and Sept. 20, 2023, via cashless settlement exchange into the newly rated series of 2024 refinancing term loans, effectively repricing the debt. S&P said, "We expect the new loans to be fungible with the original $1.26 billion term loan (since amortized to $1.235 billion) issued Oct. 13, 2021, with the pro forma amount of AOC's term loans at $2.03 billion. We will withdraw our ratings on the 2023 incremental loans when the amendment is executed and the loans have been refinanced." S&P said, "In our view, LSF11 A5 HoldCo LLC's (B/Stable/--) proposed refinancing of its $794 million incremental term loans will not materially affect the company's credit metrics, as we see the transaction as essentially leverage neutral. We expect AOC could save roughly $7 million of interest expense with the transaction, but the adjusted debt to EBITDA and EBITDA to interest coverage ratios will likely remain near 4.4x and 2.9x, respectively, where they were as of March 31, 2024. We see a leverage ratio within 5.0x-6.5x and EBITDA interest coverage well above 1.5x as appropriate for the current ratings. "The 'B' issue-level rating and '3' recovery rating on the company's other secured debt and the 'B-' issue-level rating and '5' recovery rating on the company's unsecured notes are unchanged. The '3' recovery rating on the term loans indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of payment default. The '5' recovery rating on the unsecured notes indicates our expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of payment default." A weak macroeconomic environment in the Americas and Europe with slow activity in the construction, transportation, and marine markets contributed to substantial contraction in sales volumes in 2023. However, the company's focus on optimizing contract pricing, commercial excellence, and procurement have contributed to the specialty formulations provider's profit growth, and margins remain strong. Issue Ratings - Recovery Analysis Key analytical factors -- The issue-level and recovery ratings on AOC's senior secured revolving facility and first-lien term loan B, including incremental term loans, are 'B' and '3', respectively. This reflects S&P's expectation of meaningful (50%-70%) recovery in the event of a payment default (rounded estimate: 60%). -- The issue-level and recovery ratings on the senior unsecured notes are 'B-' and '5', respectively. This reflects S&P's expectation of modest (10%-30%) recovery in the event of a payment default (rounded estimate: 10%). -- S&P's hypothetical default scenario assumes increased competition among chemical suppliers, protracted exposure to higher or more volatile raw material prices, and a severe global downturn or a significant drop in the end-market demand for composite resins. -- S&P values AOC as a going concern, given that the company is a leading producer of composites globally, with support from the robustness and sustainability of the group's business strategy. Simulated default assumptions -- Year of default: 2027 -- Emergence EBITDA: $273.2 million -- EBITDA multiple: 5.5x -- Gross recovery value: $1.502 billion Simplified waterfall -- Net recovery value (after 5% administrative expenses): $1,427 million -- Valuation split (domestic obligor/foreign nonobligors): 70%/30% -- Less: priority claims (domestic $15 million and EUR42.5 million factoring facilities): $63 million -- Less: 35% of unpledged foreign stock: $133.2 million -- Collateral value available to secured claims: $1,231 million -- Estimated secured claims*: $2,205 million --Recovery expectations: 50%-70%; rounded estimate: 60% -- Unpledged foreign equity value (available to unsecured claims): $133.1 million -- Estimated unsecured debt claims*: $284 million -- Deficiency claims*: $974 million -- Total unsecured claims*: $1,258 million --Recovery expectations: 10%-30%; rounded estimate: 10% *The estimated senior secured term loan claim reflects the payment of scheduled amortization of 1% per year through 2028. LUCENA DAIRY: Court OKs Cash Collateral Access Thru June 30 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico authorized Lucena Dairy, Inc. and Luna Dairy, Inc. to continue using cash collateral on an interim basis, through June 30, 2024, in accordance with their agreement with Condado 4, LLC. The hearing to consider the permanent use of cash collateral is rescheduled from May 31 at 9:30 a.m. to June 21 at 9:30 a.m., via Microsoft Teams Video & Audio Conferencing and/or Telephonic Hearings. A copy of the order is available at https://urlcurt.com/u?l=S1z3YW from PacerMonitor.com. About Lucena Dairy Inc. Lucena Dairy Inc. is engaged in the production of cows' milk and other dairy products and in raising dairy heifer replacements. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 23-02835) on September 8, 2023. In the petition signed by Jorge Lucena Betancourt, president, the Debtor disclosed $1,905,560 in assets and $11,464,130 in liabilities. Judge Edward A. Godoy oversees the case. Carmen D. Conde Torres, Esq., at C. Conde & Associates, represents the Debtor as legal counsel. LUGG INC: William Homony Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed William Homony of Miller Coffey Tate, LLP as Subchapter V trustee for Lugg, Inc. Mr. Homony will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Homony declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: William A. Homony, CIRA Miller Coffey Tate, LLP 1628 John F. Kennedy Boulevard, Suite 950 Philadelphia, PA 19103 Telephone: (215) 561-0950 ext. 26 Fax: (215) 561-0330 Email: bhomony@mctllp.com About Lugg Inc. Lugg, Inc. is a provider of on-demand same-day moving and delivery solutions based in San Francisco, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11032) on May 17, 2024, with $1,940,289 in assets and $173,950 in liabilities. Eric Kreutzer, president, signed the petition. Judge Karen B. Owens presides over the case. The Debtor tapped Nardella & Nardella as bankruptcy counsel and Baker & Hostetler, LLP as Delaware counsel. LVPR LLC: Seeks to Hire Tittle Law Group as Bankruptcy Counsel -------------------------------------------------------------- LVPR, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Tittle Law Group as its counsel. The firm will render these services; (a) advise the Debtor with respect to its powers and duties in the continued operation of its business and the management of its property; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare legal papers; (d) assist the Debtor in preparing for and filing a plan of reorganization at the earliest possible date; (e) perform any and all other legal services for the Debtor in connection with its Chapter 11 case; and (f) perform such legal services as the Debtor may request with respect to any matter. The firm will seek reimbursement for expenses incurred. On or about March 7, 2024, the firm received a $15,000 retainer from the Debtor. Brandon Tittle, Esq., an attorney at Tittle Law Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brandon J. Tittle, Esq. Tittle Law Group, PLLC 5465 Legacy Dr., Ste. 650 Plano, TX 75024 Telephone: (972) 731- 2590 Email: btittle@tittlelawgroup.com About LVPR, LLC LVPR, LLC is a boutique, public relations, social media marketing, and creative agency specializing in emerging and established Direct to Consumer brands. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41092) on May 17, 2024. In the petition signed by Ali Karsch, managing member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Brandon Title, Esq., at Tittle Law Group, PLLC, represents the Debtor as legal counsel. M&G TRANSPORTATION: Katharine Clark Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 6 appointed Katharine Battaia Clark of Thompson Coburn, LLP as Subchapter V trustee for M&G Transportation, LLC. Ms. Clark will be paid an hourly fee of $525 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Clark declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Katharine Battaia Clark Thompson Coburn, LLP 2100 Ross Avenue, Ste. 3200 Dallas, TX 75201 Office: 972-629-7100 Mobile: 214-557-9180 Fax: 972-629-7171 Email: kclark@thompsoncoburn.com About M&G Transportation M&G Transportation, LLC is a trucking company based in Amarillo, Texas. The company hauls refrigerated products nationwide along with a great customer base that it has established from the local meat plants in its area and their respected networks. M&G Transportation, LLC filed Chapter 11 petition (Bankr. N.D. Texas Case No. 24-20129) on May 15, 2024, with up to $10 million in both assets and liabilities. Manuel Gutierrez, president, signed the petition. Judge Robert L. Jones oversees the case. Harrison Pavlasek, Esq., at Forshey Prostok, LLP, represents the Debtor as legal counsel. MAMBA PURCHASER: Moody's Affirms B3 CFR & Cuts 1st Lien Loans to B3 ------------------------------------------------------------------- Moody's Ratings affirmed Mamba Purchaser, Inc.'s ("MDVIP") B3 corporate family rating, B3-PD probability of default rating, and Caa2 rating on the company's senior secured second lien term loan. Concurrently, Moody's downgraded the ratings on the company's senior secured first lien revolving credit facility and senior secured first lien term loan to B3 from B2. The outlook remains stable. The downgrade of the rating on the senior secured first lien facilities follows MDVIP's announced repricing and $40 million incremental first lien term loan issuance. The company intends to use the proceeds to partly pay down its second lien term loan. The downgrade on the senior secured first lien bank credit facility reflects that the additional first lien debt reduces the loss absorption provided by second lien debt. The affirmation of the B3 CFR reflects the company's high leverage (6.1x at March 31, 2024 on a Moody's adjusted basis) and Moody's expectation that leverage will remain above 5.5x over the next 12 to 18 months. The rating also reflects Moody's view that MDVIP will maintain very good liquidity. RATINGS RATIONALE MDVIP's B3 CFR is constrained by the company's high financial leverage, with Moody's debt to adjusted EBITDA 6.1x at March 31, 2023, modest scale, singular focus on membership-based private healthcare services and the discretionary nature of these services, and high marketing costs. MDVIP's ratings are supported by relatively good visibility into the company's revenue streams due to its subscription-based business model, and high retention rates with both its affiliated physicians and subscribing members. MDVIP benefits from its national footprint, with presence in 44 US states, in what remains a very fragmented market. The company also maintains very good liquidity. The B3 ratings on the first-lien senior secured revolving credit facility expiring in 2026 and the first-lien senior secured term loan due 2028 are in line with the B3 CFR. The rating on the company's $170 million second lien term loan ($45 million outstanding pro forma proposed repayment) is rated Caa2 as it ranks below the first lien credit facilities in Moody's priority of claims waterfall. MDVIP's CIS-4 indicates the rating is lower than it would have been if ESG risk exposure did not exist. MDVIP has exposure to both social risks and governance considerations. The social risk is tied to the company's highly skilled physician workforce and exposure to labor shortages. MDVIP's customer relations risk reflects its exposure to factors such as clinical reputation and brand perception that can directly impact the company's bottom line and ability to compete. Exposure to governance considerations reflects the company's high financial leverage. Moody's expects MDVIP to maintain very good liquidity over the next 12 to 18 months. This reflects $66 million of cash and full availability on the company's $70 million revolver at March 31, 2024, and Moody's expectation of more than $20 million of annual free cash flows over the next 12-18 months. There are no near-term debt maturities with the revolving credit facility expiring October 2026, first lien term loan maturing 2028, and second lien in 2029. The stable outlook reflects Moody's expectation that financial leverage will remain high, but improve due to continued earnings growth over the next 12-18 months. It also reflects Moody's expectation that the company will not engage in any material debt-financed acquisitions or shareholder initiatives without first reducing its financial leverage, and that the company will continue to generate positive free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if MDVIP effectively manages its growth while achieving greater scale and revenue diversification by business. Debt to EBITDA sustained below 5.5x while the company maintains a good liquidity profile could support an upgrade. The ratings could be downgraded if the company's operating performance weakens. A downgrade could also occur if Moody's becomes concerned about MDVIP's ability to effectively recruit and maintain physicians and members. Finally, aggressive financial policies, or a deterioration in the company's liquidity, could result in a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Boca Raton, Florida, MDVIP is a marketer of programs to access private healthcare services for more than 396,000 subscribers across the US. Its members receive personalized preventative care and wellness services from MDVIP's roughly 1,200 affiliated physicians. The company is privately-owned by financial sponsors Goldman Sachs Asset Management ("GSAM") and Charlesbank Capital Partners ("Charlesbank"). MARINE ELECTRIC: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Marine Electric Systems, Inc. to use cash collateral, on an interim basis, in accordance with the budget. Upon a Uniform Commercial Code search, the secured creditors of the Debtor were identified: (i) MESF by virtue of a UCC-1 Financing Statement originally filed on August 19, 2019 in the Delaware Department of State2 holds a lien against all of the Debtor's assets; (ii) VentureSpire by virtue of a UCC-1 Financing Statement originally filed on May 15, 2023 in the Delaware Department of State holds a lien against all of the Debtor's assets; (iii) the SBA by virtue of a UCC-1 Financing Statement filed on June 28, 2020 in the State of New Jersey (not in Delaware), Department of the Treasury, holds a lien against all of the Debtor's assets; and (iv) Vault 26 Capital LLC by virtue of a UCC-1 Financing Statement filed on November 13, 20233 in the State of New Jersey, Department of the Treasury, holds a lien against all of the Debtor's assets. As of the Petition Date, there remains due and owing to MESF the total amount of $5.1 million, which is secured pursuant to the above-referenced lien on all of the Debtor's assets. Similarly, VentureSpire's claim of $562,772 is also secured by its duly perfected lien on all of the Debtor's assets. As of the Petition Date, there remains due and owing to the SBA the total amount of approximately $2 million in principle plus accrued interest thereon. Due to the SBA filing in New Jersey and not the Debtor's place of incorporation, i.e., Delaware, the SBA's lien is not perfected and therefore may be voided pursuant to the Debtor's strong arm powers as a debtor-in-possession under 11 U.S.C. Section 544(b). As of the Petition Date, there remains due and owing to Vault the total amount of approximately $202,000, in principle, plus any accrued interest thereon. Due to Vault's filing in New Jersey and not the Debtor's place of incorporation, i.e., Delaware, Vault's lien is unperfected and therefore voidable under the Debtor's strong arm powers as a debtor-in-possession under Section 544(b). The Debtor is permitted to use cash collateral to meet the Debtor's ordinary cash needs (and for such other purposes as may be approved in writing by the Secured Lenders or by court order) for the payment of the Debtor's actual, necessary and ordinary expenses to (a) maintain and preserve its properties; and (b) continue operation of its business. As adequate protection, the Secured Lenders are granted replacement valid, binding, enforceable non- avoidable, and automatically perfected post-petition security interests in and liens on all property of the Debtor. If any Diminution in Value, the Secured Lenders will have a superpriority administrative expense claim, pursuant to 11 U.S.C. Section 507(b), senior to any and all claims against the Debtor under 11 U.S.C. Section 507(a), whether in this proceeding or in any superseding proceeding, subject to statutory fees pursuant to 28 U.S.C. Section 1930(a)(6). The replacement lien and security interest granted are automatically deemed perfected upon entry of the Order without the necessity of the Secured Lenders taking possession, filing financing statements, mortgages, or other documents. The Debtor's right to use cash collateral will automatically terminate on the earliest to occur of: i. the first business day that is 90 days after the Petition Date (unless such period is extended by Secured Lenders in their sole discretion, such extension shall not be unreasonably withheld) if the Final Order has not been entered by the Court on or before such date; ii. the failure of the Debtor to comply with any provision, covenant or agreement in the Order; iii. an order dismissing the Chapter 11 Case or converting the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code; iv. an order in the Chapter 11 Case modifying, staying, reversing or vacating the Order other than a final cash collateral order, without the prior consent of Secured Lenders. A further hearing on the matter is set for June 25, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=yjLKdc from PacerMonitor.com. About Marine Electric Systems Marine Electric Systems Inc. -- https://marineelectricsystems.com-- operates as an engineering and vertically integrated manufacturing firm. The firm offers power supplies and chargers, navigational aids, proximity sensors, temperature control panels, and salinity systems. Marine Electric Systems serves its products to military in the United States. Alleged creditors filed an involuntary Chapter 11 petition for Marine Electric Systems (Bankr. D.N.J. Case No. 23-21586) on Dec. 14, 2023. The alleged creditors are MES Financial, LLC, VentureSpire Group, LLC, and 12R Consulting, LLC. The petitioners are represented by Brian G. Hannon of Norgaard O'Boyle & Hannon, in Englewood, New Jersey. Judge John K. Sherwood oversees the case. Eric R. Perkins, Esq., at Becker LLC serves as the Debtor's counsel. MASTERWORK ELECTRONICS: Star Mountain Marks $8.8MM Loan at 20% Off ------------------------------------------------------------------ Star Mountain Lower Middle-Market Capital Corp has marked its $8,840,576 loan extended to Masterwork Electronics, Inc to market at $7,029,142 or 80% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in Star Mountain's Form 10-K for the Fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission. Star Mountain is a participant in a First Lien Senior Secured Term Loan to Masterwork Electronics, Inc. The loan accrues interest at a rate of 14.95% Payment in Kind (S + 9.65%) per annum. The loan matures on November 17, 2027. The loan is on non-accrual status, according to Star Mountain. Star Mountain Lower Middle-Market Capital Corp. is an externally managed, closed-end management investment company and has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended. The Company's investment objectives are to generate current income and capital appreciation. Star Mountain is led by Brett A. Hickey, Chief Executive Officer and President; and Christopher J. Gimbert, Chief Financial Officer. The fund can be reach through: Brett A. Hickey Star Mountain Lower Middle-Market Capital Corp 140 E. 45th Street, 37th Floor New York, NY 10017 Tel: (212) 810-9044 Masterwork Electronics, Inc provides high-quality electronic manufacturing services. MEDI-WHEELS: Maria Yip of Yip Associates Named Subchapter V Trustee ------------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Maria Yip, a certified public accountant and managing partner at Yip Associates, as Subchapter V trustee for Medi-Wheels of the Palm Beaches, Inc. Ms. Yip will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Yip declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Maria M. Yip 2 S. Biscayne Blvd., Suite 2690 Miami, FL 33131 Tel: (305) 569-0550 Email: myip@yipcpa.com About Medi-Wheels of the Palm Beaches Medi-Wheels of the Palm Beaches, Inc., a company in West Palm Beach, Fla., offers medical transportation services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-14732) on May 14, 2024, with $96,813 in assets and $1,629,222 in liabilities. Mariela Vega-Herklotz, president, signed the petition. Judge Erik P. Kimball presides over the case. Jeffrey N. Schatzman, Esq., at Schatzman & Schatzman, P.A. represents the Debtor as legal counsel. MEDLINE BORROWER: Moody's Rates $1BB Incremental USD Term Loan Ba3 ------------------------------------------------------------------ Moody's Ratings assigned a Ba3 rating to Medline Borrower, LP's (d/b/a "Medline") proposed $1.0 billion incremental USD term loan. Moody's also assigned a Ba3 rating to the $200 million USD equivalent incremental Euro term loan and the newly repriced existing Euro term loan. There are no changes to Medline's existing ratings including the B1 Corporate Family Rating, B1-PD Probability of Default Rating, Ba3 senior secured ratings and B3 senior unsecured rating. The outlook remains unchanged at positive. Proceeds from the offering will be used along with additional secured debt to fully repay the $2.2 billion CMBS debt. The entities holding the real estate assets associated with the CMBS debt, currently held in an SPV, will become restricted subsidiaries and provide guarantees to Medline's secured and unsecured debt. The proposed transaction is leverage neutral, Moody's estimates Medline's leverage at approximately 5.7x in the twelve months ended March 31, 2024. RATINGS RATIONALE Medline's B1 CFR reflects its moderately high financial leverage which Moody's expects it to be in the low 5 times range over the next 12 to 18 months driven by strong earnings growth. The company's debt-to-EBITDA was at 5.7 times as of March 31, 2024. Medline's ratings are supported by the company's position as a leading manufacturer and distributor of a broad range of medical products with a focus on single use products with low levels of technological obsolescence risk. The company services a sizable and stable end market, and has been increasing its number of prime vendor relationships over the past several years, where Medline serves as the exclusive supplier to a particular hospital or hospital system for a period of time. The rating is also supported by Medline's strong free cash flow generation, driven by top-line revenue growth and improving margins. The company's cash flow generation will fund the company's ability to make tuck-in acquisitions without increasing leverage. The positive outlook reflects Moody's expectations that Medline will maintain strong earnings growth and very good liquidity. Moody's expects adjusted debt/EBITDA to improve to the low 5x range over the next 12-18 months. Medline's CIS-4 indicates that the rating is lower than it would have been if ESG risk exposures did not exist. Medline has exposure to environmental risks (E-4) as a distributor utilizing a fossil fuel dependent truck fleet. The company's social risk stems from its indirect exposure to reimbursement risks through its hospital customers. Governance risks (G-4) reflect the company's high financial leverage as well as private equity ownership, which creates the risk of aggressive financial policies. This risk is mitigated by management's good track record of earnings growth and deleveraging since the LBO. Moody's expects Medline will maintain very good liquidity. The company will operate with a strong cash balance as Moody's expects free cash flow will be at least $600 million in 2024. The company has access to a $1 billion revolving credit facility which Moody's expects will remain undrawn. The company's secured credit facilities and secured notes are rated Ba3, one notch higher than the corporate family rating. The secured debt benefits from the loss absorption provided by $2.5 billion of senior unsecured notes. The B3 rating on the senior unsecured notes reflects the notes' junior position relative to the significant amount of senior secured debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Medline maintains moderate financial policies, very good liquidity and strong earnings growth. Quantitatively ratings could be upgraded if debt/EBITDA is expected to be below 4.5 times. The ratings could be downgraded if Medline were to suffer market share erosion, if financial policies become more aggressive or if liquidity deteriorates. Quantitatively ratings could be downgraded if debt/EBITDA is sustained above 6 times. Headquartered in Northfield, IL, Medline Borrower, LP is a leading manufacturer and distributor of healthcare supplies to hospitals, post-acute settings, physicians' offices and surgery centers. Following the 2021 leveraged buyout, The Blackstone Group, The Carlyle Group, Hellman & Friedman LLC (collectively the Sponsors), and other investors own a significant majority of Medline with the balance held by the Mills family. Revenue as of the LTM period ending March 31, 2024 was approximately $24 billion. The principal methodology used in these ratings was Medical Products and Devices published in October 2023. MEDLINE BORROWER: S&P Rates First-Lien Incremental Term Loans 'B+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to Northfield, Ill.-based medical products distributor Medline Borrower L.P.'s dollar-denominated first-lien incremental term loan due 2028 and euro-denominated first-lien incremental term loan due 2028. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. The company intends to use the proceeds from this issuance to refinance a portion of its commercial mortgage-backed security loan. S&P's 'B+' issuer credit rating on Medline continues to reflect our expectation it will increase its revenue by the high-single-digit percent area on new customer additions and strong demand. The rating also incorporates its expectation that, while the company's cash flow is improving, its leverage may remain elevated due to its financial-sponsor ownership. MENO ENTERPRISES: Court OKs Cash Collateral Access on Final Basis ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized Meno Enterprises, LLC to use cash collateral, on a final basis, in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to fund critical operations. The Debtor asserts that it is allegedly a borrower on certain loans with various lenders, which may assert security interests in certain of the Debtor's personal property. As adequate protection, the Lenders, to the extent they hold a valid lien, security interest, or right of setoff as of the Petition Date under applicable law, are granted a valid and properly perfected replacement lien on all property acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as the Lenders' respective pre-petition collateral. The Adequate Protection Lien will be deemed automatically valid and perfected upon entry of the Order. As additional adequate protection for First Bank of the Lake, the Debtor will make monthly adequate protection payments in the total amount of $7,992 during the Cash Collateral Period as follows: for loan number ending in 9070, $2,147; for loan number ending in 9071, $3,748; and for loan number ending in 9072, $2,097. If any of the foregoing loans are paid in full, the Debtor's monthly adequate protection payments will be reduced by that loan's respective payment. A copy of the order is available at https://urlcurt.com/u?l=Dc9qZl from PacerMonitor.com. About Meno Enterprises, LLC Meno Enterprises, LLC is a full service dye sublimation printing company. It offers design consultation, complete print and manufacturing services, and direct product distribution. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54660) on May 7, 2024. In the petition signed by Charles D. Smith, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lisa Ritchey Craig oversees the case. Will Geer, Esq., at ROUNTREE, LEITMAN, KLEIN & GEER, LLC, represents the Debtor as legal counsel. METAVINE INC: Asks Court to Approve Bid Rules for Asset Sale ------------------------------------------------------------ Metavine, Inc. asked the U.S. Bankruptcy Court for the Central District of California to approve the bid rules governing the sale of its assets. The company is selling substantially all of its assets by auction. The assets up for sale include the company's software and interests in its wholly-owned indirect subsidiary, Cradle Gold Mining Pty, Ltd., a South African corporation. Under the proposed bid procedures, the deadline for interested buyers to place their bids on the assets is on June 5, at 5:00 p.m. (prevailing Pacific Time). Bidders are required to provide a deposit in the amount of the greater of $50,000 and 10% of the initial bid. If two or more qualified bids are received, an auction will be conducted on June 7, at 10:00 a.m. (prevailing Pacific Time) at the Los Angeles offices of Levene, Neale, Bender, Yoo & Golubchik, LLP; and via Zoom or other video conference service. The auction will continue until the winning bidder and back-up bidder are selected. The winning bidder is required to close the sale by June 14 unless it agrees with Metavine to an extension. Judge Vincent Zurzolo will hold a hearing on June 11 to consider approval of the bid rules and the sale of the assets to the winning bidder. About Metavine Inc. Metavine, Inc., a company in Covina, Calif., delivers a no-code digital agility platform and has successfully acquired enterprise customers in a range of industries, including Internet-of-Things (IoT), banking, healthcare, telematics, and sales and marketing. The company brings an innovative approach to the application lifecycle by enabling companies to achieve cloud-first digital agility, thereby reducing time to marketing, optimizing utilization of resources, and rapidly innovating and delivering disruptive business solutions. Metavine filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 24-10025) on January 3, 2024, with as much as $10 million to $50 million in both assets and liabilities. Angel Orrantia, chief executive officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. The Debtor tapped Levene, Neale, Bender, Yoo & Golubchik LLP and DTO Law as legal counsels; and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, as financial advisor. MILLENKAMP CATTLE: Seeks to Hire Summit Ag Appraisal as Appraiser ----------------------------------------------------------------- Millenkamp Cattle, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Idaho to employ Summit Ag Appraisal, Inc. as real estate appraiser. Summit will assist the Debtors in preparing an appraisal of their real estate. The firm will charge a flat fee of $85,000 for the appraisal. Dennis Bortz, a member at Summit and the primary witness in this representation, will be compensated at his hourly rate of $300. In addition, the firm will seek reimbursement for expenses incurred. Mr. Bortz 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: Dennis R. Bortz Summit Ag Appraisal, Inc. 995 S. 1150 E. Albion, ID 83311 Telephone: (208) 539-9519 Email: summitagappraisal@gmail.com About Millenkamp Cattle Millenkamp Cattle Inc., part of a family-owned agriculture business that can produce more than 1 million pounds of milk per day. Millenkamp Cattle Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Lead Case No. 24-40158) on April 2, 2024. In the petitions filed by William J. Millenkamp, manager, Millenkamp Cattle estimated assets between $10 million and $50 million and estimated liabilities between $500 million and $1 billion. The Honorable Bankruptcy Judge Noah G. Hillen oversees the cases. The Debtors are represented by Matthew T. Christensen, Esq. at Johnson May, PLLC. MIR SCIENTIFIC: Gets OK to Tap Emerald Capital as Valuation Advisor ------------------------------------------------------------------- miR Scientific, LLC and Huminn LLC received approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Emerald Capital Advisors as valuation advisor to independent manager. The firm will provide these services: (a) review and analyze the debt-for-equity conversion transactions entered into by miR, NRS Agro, and Chutzpah affiliates; (b) value miR and NRS Agro at the time of the transactions; (c) review and analyze the recent major decisions and potential missteps leading to the need the Chapter 11 bankruptcy filing; (d) identify potential claims that miR may have against current or former officers/managers; (e) review and analyze the previous sale process; (f) advise whether the miR and Huminn LLC assets would be maximized through a Sec. 363 sale process; (g) provide formal report(s) to the Debtors related to the above services; and (h) provide additional related support as needed. The hourly rates of the firm's professionals are as follows: Managing Partners $600 Senior Advisors $550 Managing Directors $500 Vice Presidents $400 - $450 Associates $300 - $350 Analysts $200 - $250 John Madden, the founder and managing partner of Emerald Capital Advisors, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John P. Madden Emerald Capital Advisors 150 East 52nd Street, 28th Floor New York, NY 10022 Telephone: (646) 968-4094 About miR Scientific miR Scientific, LLC is a precision healthcare company committed to improving public health by transforming cancer management globally. Its proprietary miR Disease Management Platform was developed to revolutionize the standard of value-based care for cancers and initially focuses on urological cancers. miR Scientific and affiliate Huminn, LLC filed Chapter 11 petitions (Bankr. D.N.J. Lead Case No. 24-12769) on March 15, 2024. CEO Sam Salman signed the petitions. At the time of the filing, miR reported $1 million to $10 million in assets and $10 million to $50 million in liabilities while Huminn reported $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Christine M. Gravelle oversees the cases. Erin J. Kennedy, Esq., at Forman Holt, represents the Debtors as legal counsel. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Venable, LLP. MPUSA LLC: Star Mountain Marks $4.2MM Loan at 45% Off ----------------------------------------------------- Star Mountain Lower Middle-Market Capital Corp has marked its $4,257,153 loan extended to MPUSA, LLC (dba Mission) to market at $2,342,286 or 55% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in Star Mountain's Form 10-K for the Fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission. Star Mountain is a participant in a First Lien Senior Secured Term Loan to MPUSA, LLC (dba Mission). The loan accrues interest at a rate of 13.56% Cash + 3% Payment in Kind (S+8.26% Cash + 3% Payment in Kind) per annum. The loan matures on December 9, 2026. Star Mountain Lower Middle-Market Capital Corp. is an externally managed, closed-end management investment company and has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended. The Company’s investment objectives are to generate current income and capital appreciation. Star Mountain is led by Brett A. Hickey, Chief Executive Officer and President; and Christopher J. Gimbert, Chief Financial Officer. The fund can be reach through: Brett A. Hickey Star Mountain Lower Middle-Market Capital Corp 140 E. 45th Street, 37th Floor New York, NY 10017 Tel: (212) 810-9044 Based in New York and co-founded in 2009 by Chris Valletta, MPUSA LLC, doing business as Mission, is a developer and provider of cooling gears such as hats, neck gaiters, and towels, designed on the basis of proprietary technology to provide users with more comfort while in hot and humid environments. MT DISTILLERY: Gets OK to Tap Shimanek Law as Bankruptcy Counsel ---------------------------------------------------------------- MT Distillery LLC received approval from the U.S. Bankruptcy Court for the District of Montana to employ Shimanek Law PLLC as legal counsel. The firm will provide general counseling and local representation of the Debtor before the bankruptcy court in connection with this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Matt Shimanek $300 Other Employees $100 Matt Shimanek, Esq., an attorney at Shimanek Law, 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: Matt Shimanek, Esq. Shimanek Law PLLC 317 E. Spruce St. Missoula, MT 59802 Telephone: (406) 544-8049 Email: matt@shimaneklaw.com MT Distillery MT Distillery LLC -- http://www.themtdistillery.com/-- doing business as The Montana Distillery, is located in beautiful downtown Stevensville, MT. It is Montana's oldest fully functioning distillery since prohibition. MT Distillery LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mont. Case No. 24-90081) on April 29, 2024. In the petition filed by Sharie L. McDonald, managing member, the Debtor estimated assets up to $50,000 and liabilities between $500,000 and $1 million. Matt Shimanek, Esq., at Shimanek Law PLLC serves as the Debtor's counsel. MY SIZE: Losses Raise Going Concern Doubt ----------------------------------------- MySize, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. Since inception, the Company incurred significant losses and negative cash flows from operations, reporting a net loss of $1,016,000 and $2,654,000 for three-months ended March 31, 2024 and 2023, respectively, resulting in an accumulated deficit of $60,897,000. The Company has financed its operations mainly through fundraising from various investors. The Company's management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of March 31, 2024, management is of the opinion that its existing cash will be sufficient to fund operations for a period less than 12 months. Management's plans include the continued commercialization of the Company's products and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing, it may need to cease operations. A full-text copy of the Company's Form 10-Q is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1211805/000149315224019910/form10-q.htm About MySize, Inc. Airport City, Israel-based MySize, Inc. (NASDAQ: MYSZ) -- http://www.mysizeid.com/-- is an omnichannel e-commerce platform and provider of AI-driven measurement solutions that drive revenue growth and reduce costs for online retailers while generating big data and machine learning analytics. As of March 31, 2024, the Company has $6,670,000 in total assets, $2,917,000 in total liabilities, and $3,753,000 in total stockholders' equity. MYRTLE HOMOSASSA: Seeks to Hire Bay Street Commercial as Broker --------------------------------------------------------------- Myrtle Homosassa LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Scott Shimberg of Bay Street Commercial, LLC as its broker. The firm will render these services: a. provide advice and guidance to the Debtor and Debtor's counsel as to market conditions and strategies to maximize the value of the Property for sale; b. market and list the Property for sale or lease; c. consult and advise Debtor and Debtor's counsel with regard to negotiation of price and terms of potential sales or lease; d. provide such other necessary services typically provided by brokers listing in the geographic area of the Property; e. provide the appropriate reports and affidavits to the Court relating to the sales process and ultimate purchaser. The broker's compensation for the professional services to be rendered is 5 percent of the selling price or 7 percent of the aggregate lease value. As disclosed in the court filings, Bay Street Commercial is a disinterested party in the context of this Chapter 11 matter. The firm can be reached through: Scott Shimberg Bay Street Commercial, LLC Tampa, FL 33606 Phone: (813) 254-6756 About Myrtle Homosassa Myrtle Homosassa is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is a 1/3 owner of a commercial property located at 3959 S Suncoast Blvd. having an assessed value of $1 million. Myrtle Homosassa LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-41187) on March 20, 2024, listing $1,047,522 in assets and $2,550,000 in liabilities. The petition was signed by Paul Amato as managing member. Judge Jil Mazer-Marino presides over the case. H Bruce Bronson, Esq. at BRONSON LAW OFFICES PC represents the Debtor as counsel. NANOVIBRONIX INC: Recurring Losses Raise Going Concern Doubt ------------------------------------------------------------ NanoVibronix, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. NanoVibronix has incurred losses in the amount of approximately $588,000 during the three months ended March 31, 2024, as it continues to maintain significant net operating losses from operations. The Company also had negative cash flow from operating activities of $579,000 for the three months ended March 31, 2024. The Company had a cash balance of just over $2,700,000 as of March 31, 2024 and it expects to continue to incur losses and negative cash flows from operating activities. Due to the continued expected negative cash flow from operations and the potential arbitration payment, if it is unsuccessful in its appeals, the Company does not have sufficient resources to fund operations for at least the next 12. As such, there is substantial doubt of the Company's ability to continue as a going concern." During the three-period ended March 31, 2024, the Company met its short-term liquidity requirements from its existing cash reserves and from the sale of its securities. The Company's future capital requirements and the adequacy of its available funds will depend on many factors, including our ability to successfully commercialize our products, our development of future products, competing technological, and market developments. The Company expects to continue to incur losses and negative flows from operations. The Company intends to use the proceeds generated from equity financings, or strategic alliances with third parties, either alone or in combination with equity financing to meet our short-term liquidity requirements as well as to advance our long-term plans. There are no assurances that the Company will be able to raise additional capital, as required, on terms favorable to it. The Company does not have any material commitments to capital expenditures as of March 31, 2024, other than the $2,000,000 owed to Protrade as of March 31, 2024, under the court decision, which it continues to appeal. As of March 31, 2024, the Company has no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources. "We will need to continue to raise additional capital to finance our losses and negative cash flows from operations and may continue to be dependent on additional capital raising as long as our products do not reach commercial profitability. If we are unable to raise additional capital, we will need to adjust our business plan and reduce workforce, which could have a material adverse effect on the Company and its financial position," NanoVibronix said. A full-text copy of the Company's Form 10-Q is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1326706/000149315224019675/form10-q.htm About NanoVibronix Elmsford, N.Y.-based NanoVibronix, Inc., a Delaware corporation, commenced operations on October 20, 2003 and is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home without the assistance of medical professionals. As of March 31, 2024, the Company has $6,235,000 in total assets, $2,731,000, and $3,504,000 in total stockholders' equity. NEPHRITE FUND: Seeks to Tap Carmody MacDonald as Bankruptcy Counsel ------------------------------------------------------------------- Nephrite Fund 1, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Carmody MacDonald PC as bankruptcy counsel. The firm will provide these services: (a) advise the Debtor with respect to its rights, power, and duties in this Chapter 11 case; (b) assist and advise the Debtor in its consultations with any appointed committee related to the administration of this Chapter 11 case; (c) assist the Debtor in analyzing the claims of creditors and negotiating with such creditors; (d) assist the Debtor with investigation of its assets, liabilities, and financial condition and reorganize its business in order to maximize the value of its assets for the benefit of all creditors; (e) advise the Debtor in connection with the sale of assets or business; (f) assist the Debtor in its analysis of and negotiation with any appointed committee or any third-party concerning matters related to, among other things, the terms of a plan of reorganization; (g) assist and advise the Debtor with respect to any communications with the general creditor body regarding significant matters in this Chapter 11 case; (h) commence and prosecute necessary and appropriate actions and/or proceedings on behalf of the Debtor; (i) review, analyze, or prepare, on behalf of the Debtor, all necessary legal documents; (j) represent the Debtor at all hearings and other proceedings; (k) confer with other professional advisors retained by the Debtor in providing advice; (l) perform all other necessary legal services in this Chapter 11 case as may be requested by the Debtor; and (m) assist and advise the Debtor regarding pending arbitration and litigation matters in which it may be involved. The hourly rates of the firm's counsel and staff are as follows: Partners $310 - $650 Associates $280 - $355 Paralegals/Law Clerks $150 - $205 In addition, the firm will seek reimbursement for expenses incurred. The firm is currently holding a retainer in the amount of $28,789. Robert Eggman, Esq., an attorney at Carmody MacDonald, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert E. Eggman, Esq. Carmody MacDonald P.C. 12 S. Central Ave., Suite 1800 St. Louis, MO 63105 Telephone: (314) 854-8600 Facsimile: (314) 854-8600 Email: ree@carmodymacdonald.com About Nephrite Fund 1 Nephrite Fund 1 LLC owns Suncrest Apartments located in Raytown, Missouri. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.Y. Case No. 24-40655) on May 14, 2024. In the petition signed by Alan Sheehy, member, the Debtor disclosed $7,895,492 in assets and $7,194,305 in liabilities. Judge Cynthia A. Norton oversees the case. Robert E. Eggmann, Esq., at Carmody MacDonald PC represents the Debtor as legal counsel. NEVER SLIP: Seeks to Hire KPMG LLP to Provide Tax Services ---------------------------------------------------------- Never Slip Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG LLP to provide tax compliance and tax services. KPMG will provide these services: Tax Compliance Services A. Pursuant to the 2024 Tax Compliance and Tax Consulting Letter: i. KPMG will prepare the Debtors' federal, state and local income and franchise tax returns and supporting schedules for the 2023 tax year(s. ii. KPMG will prepare additional income tax returns for any state or local jurisdictions and additional entities not identified in Attachment A of the 2024 Tax Compliance and Tax Consulting Letter, subject to the fee adjustments described in that letter and approved by the Debtors. iii. KPMG will prepare and file the Debtors' requests for extensions of time to file tax returns for which there are no tax payments due with the extension request. iv. KPMG will prepare the Debtors' quarterly estimated tax payments for the 2024 tax year. v. KPMG will prepare first quarter estimated tax payments and extension requests for the tax year immediately succeeding the last tax year included in the 2024 Tax Compliance and Tax Consulting Letter, subject to the fee adjustments described in that letter. vi. KPMG will provide preliminary engagement planning activities related to the returns for the tax year immediately succeeding the last tax year covered by the 2024 Tax Compliance and Tax Consulting Letter. vii. KPMG will compute the Debtors' CAMT liability as part of preparing tax returns and extensions. Tax Consulting Services A. Pursuant to the 2024 Tax Consulting Letter and related Addendum, KPMG will provide tax consulting services with respect to the tax consequences of potential alterations to Debtors' legal entity structure and/or capital structure. Services include, but are not limited to, the following: i. Analysis to gain an understanding of the legal/tax organizational structure and capital structure of Debtors; ii. Analysis to assess whether, and to what extent, Debtors may be eligible for the "insolvency" and/or "bankruptcy" exception under Section 108(a); iii. Analysis to gain an understanding of Debtors' net operating losses ("NOL"), tax credits and/or Section 163(j) carryforwards allocable to each legal entity and inquire about pre-existing limitations (i.e., Section 382 ownership changes) that may limit the ability of Debtors to utilize such carryforwards; iv. Prepare an outline of key tax considerations associated with various proposed restructuring options; v. Prepare cancellation of debt income ("CODI") analysis and calculations; vi. Prepare separate company tax attribute allocations (e.g., net operating losses, tax basis balance sheets); vii. Analyze impact of CODI on Debtors' tax attributes (potentially under Treasury Regulation section 1.1502-28); viii. Prepare subsidiary stock basis calculations (to the extent necessary); ix. Analyze historical gross receipts under Section 165(g)(3) for purposes of determining the character of any loss that may be recognized with respect to subsidiary stock; x. Model cash taxes with respect to the prospective restructuring scenario(s) and post-restructuring tax profile; xi. Provide advice concerning tax efficient restructuring alternatives based upon the business terms of the restructuring plan (including step plans and related technical advice); xii. Advise on tax considerations related to any internal restructuring of the legal entity structure of the Debtors; xiii. Advise on tax considerations related to the internal transfer or external disposition of any discrete assets; xiv. Analyze proper tax treatment of transaction costs (including the deductibility of any debt restructuring costs); xv. Provide original issue discount accrual calculations on any existing or newly issued debt; xvi. Provide historic "ownership change" analysis for section 382 purposes (to the extent necessary); xvii. Provide prospective "ownership change" tracking for section 382 purposes based on potential restructuring scenarios; xviii. Calculate any relevant Section 382 limitations (including section 382(l)(5) and (l)(6), to the extent applicable) for any historic or prospective "ownership changes" (including net unrealized built-in gain or loss and recognized built-in gain or loss considerations); xix. Assess any tax notices or audits received from various taxing jurisdictions (to the extent applicable); xx. Assess any potential tax refunds and any procedures related thereto (to the extent applicable); xxi. Provide advice concerning income tax reporting requirements related to the aforementioned items; xxii. Issue any tax memoranda or opinions necessary to document any positions related to the aforementioned matters; and xxiii. Advise on any international tax or state income, franchise or transfer tax considerations related to any of the aforementioned matters. B. Pursuant to the 2024 Tax Compliance and Tax Consulting Letter: i. KPMG will provide general tax consulting on matters that may arise for which the Debtors seek the advice and that are not the subject of a separate engagement contract; and ii. KPMG will provide tax consulting services with respect to research credit services. KPMG will be paid as follows: A. Tax Compliance Services: KPMG and the Debtors have agreed to fixed fees of (i) $132,000 for U.S. tax compliance services (the "U.S. Compliance Fixed Fee"), inclusive of a 3% technology fee, which will be billed progressively, (ii) $7,500 CDN for Canada tax compliance services, (the "Canadian Compliance Fixed Fee") to be billed upon completion and (iii) $20,000 for research credit services, (the "Research Credit Fixed Fee"). Approximately $30,000 of the $132,000 U.S. Compliance Fixed Fee was paid prepetition. Subject to the Court's approval and pursuant to the terms and conditions of the Engagement Letter, $102,000 of the U.S. Compliance Fixed Fee remains to be and will be billed. Progress bill to be mailed on Amount to be billed Upon execution of the agreement $30,000 April 15, 2024 $50,000 June 15, 2024 $50,000 Upon completion of engagement (balance due) $2,000 B. Tax Consulting Services Partners $900 to $1,475 Managing Directors $884 to $1,369 Directors/Senior Managers $819 to $1,177 Managers $640 to $986 Senior Associates $462 to $816 Associates $345 to $493 KPMG received a retainer in the amount of $62,426. As disclosed in court filings, KPMG is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Helenbrook KPMG, LLP 345 Park Ave New York City, NY 10154 Phone: (212) 758-9700 About Never Slip Holdings, Inc. Never Slip Holdings, Inc. and affiliates, including affiliates Shoes for Crews, Inc., SHO Holding I Corporation, SHO Holding II Corporation, SFC Canada, Inc., and Sunrise Enterprises, LLC, are the category creator of slip resistant footwear and other safety products for employers, employees, and individual consumers. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10663) on April 1, 2024. In the petition signed by Christopher Simm, chief financial officer, Never Slip Holdings disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped ROPES & GRAY LLP as general bankruptcy counsel, CHIPMAN BROWN CICERO & COLE, LLP as co-bankruptcy counsel, SOLOMON PARTNERS SECURITIES, LLC as investment banker, BERKELEY RESEARCH GROUP, LLC as financial advisor, OMNI AGENT SOLUTIONS, INC. as claims agent, and C STREET ADVISORY GROUP, LLC as strategic communications advisor. NEW CENTURY: Sale of Stoneybrook Subdivision to Winning Bidder OK'd ------------------------------------------------------------------- A U.S. bankruptcy judge has given the go-signal for New Century Development, LLC to sell real property to the winning bidder. Judge Randal Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee approved the sale of Stoneybrook Subdivision Phases 1 and 2 to Habitat for Humanity of Greater Nashville whose $4.41 million offer was selected as the winning bid at a bankruptcy auction that concluded on May 16. Stoneybrook Subdivision, approximately 21.09 acres, is located at 12474 Old Hickory Blvd., Antioch, Tenn. When complete, the subdivision will feature 68 single-family lots. The closing of the sale is scheduled for June 17. New Century will use the proceeds from the sale to, among other things, pay in full creditors that assert liens against the property or hold claims that must be paid at the closing. About New Century New Century Development, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00738) on March 5, 2024, with $1 million to $10 million in both assets and liabilities. Glen Watson, Esq., at Watson Law Group, PLLC serves as Subchapter V trustee. Judge Randal S. Mashburn presides over the case. Robert J. Gonzales, Esq., at EmergeLaw, PLC represents the Debtor as bankruptcy counsel. NEW RUE21: Committee Taps Lowenstein Sandler as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors of New rue21 Holdco, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Lowenstein Sandler LLP as its counsel. The firm's services include: (a) advising the Committee with respect to its rights, duties, and powers in the Chapter 11 Cases; (b) assisting and advising the Committee in its consultations with the Debtors relative to the administration of the Chapter 11 Cases; (c) assisting the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assisting the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' business; (e) assisting the Committee in analyzing the Debtors' (i) prepetition financing, (ii) proposed use of cash collateral and (iii) the adequacy of the proposed budget; (f) assisting the Committee in its investigation of the liens and claims of the holders of the Debtors' prepetition debt and the prosecution of any claims or causes of action revealed by such investigation; (g) assisting the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of liquidation or reorganization for the Debtors and accompanying disclosure statements and related plan documents; (h) assisting and advising the Committee as to its communications to unsecured creditors regarding significant matters in the Chapter 11 Cases; (i) representing the Committee at hearings and other proceedings; (j) reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advising the Committee as to their propriety; (k) assisting the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives in the Chapter 11 Cases, including without limitation, the preparation of retention papers and fee applications for the Committee's professionals, including Lowenstein Sandler; (l) assisting the Committee and providing advice concerning the proposed sale of the Debtors' assets, including issues concerning any potential competing bidders and the auction process; (m) preparing, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and (n) performing such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Lowenstein Sandler's hourly rates are as follows: Partners of the Firm $720 to $1,975 Of Counsel $810 to $1,525 Senior Counsel $630 to $1,495 Counsel $615 to $1,195 Associates $520 to $1,015 Paralegals $195 to $460 The following is provided in response to the request for additional information contained 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: Lowenstein Sandler has agreed to discount its partner rates by 10 percent. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: Lowenstein Sandler’s professionals included in this engagement have not varied their rate based on the geographic location of the Chapter 11 Cases. 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 period. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Lowenstein Sandler did not represent the Committee prior to the Petition Date. Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period? Response: Lowenstein Sandler expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee’s request for information and additional disclosures, as to which Lowenstein Sandler reserves all rights. The Committee has approved Lowenstein Sandler’s proposed hourly billing rates. Jeffrey Cohen, Esq., a partner of Lowenstein Sandler, assured the court 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: Jeffrey L. Cohen, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 419-5868 Fax: (973) 597-2400 Email: jcohen@lowenstein.com About New rue21 Holdco New rue21 Holdco, Inc. is a specialty fashion destination that offers comfortable, trendy, and practical apparel and accessories for all genders. With locations across the United States, rue21 is well known for promoting the latest trends at an affordable price that does not require its customers to sacrifice style for savings. New rue21 Holdcoand its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10939) on May 2, 2024. In the petition signed by Michele Pascoe as interim chief executive officer, New rue21 Holdcoand disclosed up to $100 million to $500 million in both assets and liabilities. Hon. Brendan Linehan Shannon oversees the cases. The Debtors tapped Willkie Farr & Gallagher, LLP as general bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware bankruptcy counsel; Riveron Consulting, LLC as restructuring advisor; and Kroll Restructuring Administration, LLC as notice, claims, solicitation and balloting agent.The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Lowenstein Sandler, LLP and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. NOVABAY PHARMACEUTICALS: All Proposals Approved at Annual Meeting ----------------------------------------------------------------- NovaBay Pharmaceuticals, Inc. announced that a quorum was reached and that all proposals in the Company's Definitive Proxy Statement filed on April 18, 2024 with the Securities and Exchange Commission were approved by stockholders at its 2024 Annual Meeting of Stockholders held on May 28, 2024. At the Annual Meeting, the stockholders: (1) elected Julie Garlikov, Justin M. Hall, Esq., and Yongxiang (Sean) Zheng as Class II directors nominated by the Company's Board of Directors to hold office for a term of three years or until their respective successors are elected and qualified; (2) ratified the appointment by the Company's Audit Committee of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2024; (3) approved, as required by, and in accordance with, Sections 713(a) and 713(b) of the NYSE American Company Guide, the issuance of an aggregate of 2,528,848 shares of Common Stock upon the exercise and in accordance with the terms of the Company's Series C Warrants that were issued in the Company's 2023 Warrant Reprice Transaction (both as defined in the Proxy Statement); (4) approved the issuance of an aggregate of 4,750,000 shares of Common Stock upon (i) the conversion of the $525,000 aggregate principal amount of Unsecured Convertible Notes due March 25, 2026 and (ii) the exercise of the Series D Warrant, that were all issued in the Company's Secured Parties Consent Transaction (both as defined in the Proxy Statement); and (5) approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of all of the Common Stock issued and outstanding, or held in treasury, at a ratio of not less than 1-for-10 and not more than 1-for-35, and to grant authorization to the Company's Board of Directors to determine, in its sole discretion, the specific ratio at any whole number within such share range and the timing of the Proposed Reverse Stock Split becoming effective or to abandon the Proposed Reverse Stock Split. "We thank stockholders for their support in approving all proposals during our annual meeting," said Justin Hall, NovaBay's CEO. "The approval of these proposals allows us to move forward with several strategic initiatives meant to help us regain compliance with NYSE American's continued listing standards and grow our business. We believe the anticipated increased market price resulting from the reverse split will improve the marketability and liquidity of our stock and could encourage additional interest and trading." Reverse Stock Split The Company's Board of Directors has authorized a 1-for-35 reverse stock split of all outstanding shares of common stock of the Company. The Company anticipates that the 1-for-35 reverse stock split will be effective as of 4:15 p.m. New York City time on Thursday, May 30, 2024, and that the Company's common stock will begin trading on a split-adjusted basis on Friday, May 31, 2024. The effect of the reverse stock split will be to combine every 35 shares of outstanding Company common stock into one share of common stock. The reverse stock split will not reduce the number of authorized shares of common stock or authorized shares of preferred stock or change the par values of the Company's common stock or preferred stock. The Company will issue 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 will hold 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. All outstanding options, restricted stock awards, warrants, preferred stock, convertible debentures and other Company securities entitling their holders to purchase, exercise, convert or otherwise receive shares of common stock will be adjusted as a result of the reverse stock split, as required by the terms of each security. The Company expects that the reverse stock split will increase the per-share price of its common stock, which the Company believes will enable it to comply with the NYSE American's continued-listing requirement relating to the price of its common stock. The Company's trading symbol of "NBY" will not change as a result of the reverse stock split; however, a new CUSIP number has been assigned: 66987P 409. The reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 40,309,991 shares to approximately 1,151,715 shares (prior to rounding). Because the reverse stock split will not reduce the number of authorized shares of common stock, the effect of the reverse stock split will be to increase the number of common shares available for issuance relative to the number of common shares issued and outstanding. The reverse stock split will not modify any voting rights or other terms of the common stock. Computershare Inc. is acting as the exchange agent and transfer agent for the reverse stock split. Computershare will provide instructions to stockholders with physical certificates regarding the process for exchanging their pre-split stock certificates for post-split shares. Computershare can be reached at (800) 962-4284. For additional information regarding the reverse stock split, please refer to NovaBay's Current Report on Form 8-K filed with the SEC today, May 29, 2024. Form 10-K - Going Concern The Company also announced that, as previously disclosed in its Annual Report on Form 10-K for the year ended Dec. 31, 2023, which was filed with the SEC on March 26, 2024 and amended on March 29, 2024, the audited financial statements contained an unqualified audit opinion from its independent registered public accounting firm that included an explanatory paragraph related to the Company's ability to continue as a going concern. This announcement is made pursuant to NYSE American Company Guide Section 610(b), which requires public announcement of the receipt of an audit opinion containing a going concern paragraph. This announcement does not represent any change or amendment to the Company's financial statements or to its Annual Report on Form 10-K for the year ended Dec. 31, 2023. 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. NOVABAY PHARMACEUTICALS: Receives Noncompliance Notice From NYSE ---------------------------------------------------------------- NovaBay Pharmaceuticals, Inc. announced that on May 28, 2024 it received notice from the NYSE American that it is not in compliance with Section 1003(a)(i) of the NYSE American Company Guide requiring stockholders' equity of $2.0 million or more if the Company has reported losses from continuing operations and/or net losses in two of the three most recent fiscal years. In a press release dated April 19, 2024, the Company announced notification by the NYSE American on April 18, 2024 that it was not in compliance with the minimum stockholders' equity requirement of Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide requiring stockholders' equity of $4.0 million or more if the Company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years, and $6.0 million or more if the Company has reported losses from continuing operations and/or net losses in its five most recent fiscal years, respectively. On May 8, 2024, the Company submitted its plan to regain compliance to NYSE American. The Company is subject to the requirements in the April and May notice and if the Company is not in compliance with all of the stockholders' equity standards by Oct. 18, 2025 or does not make substantial progress consistent with its compliance plan, then the NYSE American staff will initiate delisting proceedings, as appropriate. 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. NUR HOME: Court OKs Cash Collateral Access Thru June 30 ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Nur Home Health Care, Inc. to use cash collateral, on an interim basis, in accordance with the budget, through June 30, 2024. As adequate protection, retroactive to the Petition Date, the U.S. Small Business Administration will receive a replacement lien(s) on the Debtor's post-petition assets pursuant to the collateral described in SBA's UCC Financing Statement to the same extent, priority and validity as existed prior to the bankruptcy filing. The scope of the replacement lien is limited to the amount (if any) that the cash collateral diminishes post-petition as a result of the Debtor's post-petition use of the cash collateral. The Debtor must remit adequate protection payments to the SBA in the amount of $510 per month, to be paid on June 1, 2024 and on the 1st day of each month thereafter until further order of the court. Adequate protection payments must include the Debtor's SBA Loan number and be sent to the payment address on the SBA Proof of Claim or may be paid by wire transfer or pay.gov. Debtor agrees that any SBA mailing of monthly billing statements to the Debtor are for informational purposes only and will not be deemed a violation of the automatic stay. A final hearing on the matter is set for June 27 at 11:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=J9P9i6 from PacerMonitor.com. About Nur Home Health Care, Inc Nur Home Health Care, Inc sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 2:24-bk-13951-DS) on May 20, 2024. In the petition signed by Zavedn Chglyan, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Deborah J. Saltzman oversees the case. Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger, represents the Debtor as legal counsel. OLYMPUS WATER: Moody's Affirms 'B3' CFR & Rates New Loans 'B3' -------------------------------------------------------------- Moody's Ratings affirmed Olympus Water US Holding Corporation's B3 Corporate Family Rating and B3-PD Probability of Default Rating, the B3 ratings on the company's backed senior secured bank credit facilities and backed senior secured notes, as well as the Caa2 rating on the company's backed senior unsecured notes. At the same time, Moody's assigned B3 ratings to the proposed $200 million revolver due in 2029, $1,685 million senior secured term loan due 2031 and 500 million euro senior secured term loan due 2031. Moody's also assigned a B3 rating to the proposed $800 million senior secured notes due in 2031. The proceeds of the new debt issuance will be used to repay existing term loans and term out current revolver borrowings as well as add cash to the balance sheet for general corporate purposes, including acquisitions. The ratings on the existing term loans will be withdrawn once the transaction closes. The ratings outlook is stable. RATINGS RATIONALE Olympus Water's B3 corporate family rating reflects weak credit metrics, increasing debt balance, negative free cash flow and acquisition-driven growth strategy. Pro forma for the new debt issuance, Moody's adjusted debt/EBITDA will increase to 6.8x in the twelve months ended March 31, 2024 from about 6.3x (this calculation includes pro forma earnings for one quarter of Diversey and run rate cost synergies). The company has mainly grown through debt-funded acquisitions, including a transformative purchase of Diversey in July 2023 that effectively increased sales by 65%. The new debt offering will refinance existing debt, push out maturities and lower interest rates, while also raise funds to pursue additional acquisitions, through Moody's do not expect them to be as large as Diversey. While growing earnings, acquisitions carry additional integration and financial risks at a time when management is focused on generating synergies from Diversey and expanding polyvinylamine (PVAm) and calcium hypochloride (Cal Hypo) capacity for its pulp and paper and pool solutions businesses respectively. The company currently does not generate free cash flow because of one-time costs related to achieving cost synergies and higher capital expenditures. The company has demonstrated quarterly EBITDA improvement and increased its cost synergy targets, which should support earnings growth and deleveraging in the next 12-18 months, but cash flow generation will remain weak. Moody's expects leverage to gradually decline from 6.6x in fiscal 2024 to 6.1x in fiscal 2025. The rating is supported by the company's market leaderships in water treatment chemicals and services for pulp and paper manufacturers, industrial customers, municipalities, residential and commercial pools, as well as disinfection service for food and beverage, commercial and manufacturing facilities. The critical nature of water treatment and the company's well established customer relations contribute to good business visibility and recurring revenues. The rating benefits from its large scale, diverse customer base in many industries and globally diversified business operations. The company's business scale and diversification are better than most of the single-B rated chemical companies and can support a higher rating should it improve its credit metrics. Olympus Water's adequate liquidity is supported by its cash on hand and revolver availability, while the company continues to generate negative free cash flow due to integration costs. The company had $316 million of cash on hand as of March 31, 2024 and is expected to have $630 million pro forma for the new debt issuance. The company had $245 million of availability under the $700 million ABL facility due November 2026 (unrated), subject to borrowing base limitations and $270 million of borrowings. Revolver borrowings will be termed out and ABL maturity extended to 2029 as part of the transaction, improving availability. In addition, the company will enter into a $200 million five-year cash flow revolver agreement, which will be undrawn. The company utilizes asset receivables financing, of which $93 million was outstanding as of March 31, 2024. The company also has a $250 million supply chain financing agreement, of which only $1 million was outstanding. The ABL contains a springing consolidated fixed charge coverage covenant set at 1.00x. The covenant springs into effect if the ABL facility's availability is less than the greater of 10% of the line cap or $25 million. Term loans have no covenants and annual amortization accounts for 1% or about $16 million. All assets are largely encumbered by the secured credit facilities. RATING OUTLOOK The stable outlook reflects expectations that the company will continue to deliver its synergies while also improving earnings in the underlying businesses through pricing actions and higher volume. The stable rating also reflects expectations that leverage will continue to improve in line with the assigned rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the rating with expectations for the company to improve profitability, reduce adjusted leverage to below 6 times on a sustained basis, and generate strong free cash flows. Moody's could downgrade the rating with expectations for declining volumes, declining profitability, adjusted financial leverage above 8 times, EBITDA to interest coverage below 1.5x, negative free cash flow or diminishing liquidity. Olympus Water US Holding Corporation produces chemicals used in the manufacturing process for pulp and paper products, industrial and municipal water treatment, pool and spa markets, as well as provides hygiene, disinfection and cleaning service. Its products and service help customers improve operational efficiency, enhance product quality and reduce environmental impact. In November 2021, Platinum Equity Advisors, LLC acquired Solenis from Clayton, Dublier, and Rice and BASF. Platinum combined Solenis with its existing portfolio company Sigura to form Olympus Water. Olympus Water acquired Diamond (BC) B.V. (dba Diversey) for an enterprise value of $4.6 billion in July 2023. Pro forma sales in the twelve months ended March 31, 2024 were $7.3 billion. The principal methodology used in these ratings was Chemicals published in October 2023. ONCOCYTE CORP: Losses Raise Going Concern Doubt ----------------------------------------------- Oncocyte Corporation disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern within the next 12 months. Oncocyte said, "Since formation, we have financed our operations primarily through the sale of our common stock, preferred stock and warrants. We have incurred operating losses and negative cash flows since inception and had an accumulated deficit of $299 million as of March 31, 2024. At March 31, 2024, we had $5.6 million of cash and cash equivalents." The Company reported a net loss for the three months ended March 31, 2024 of $9 million, compared to a net income of $3 million for the same period in 2023. "We expect to continue to incur operating losses and negative cash flows for the near future. Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern" Management intends to complete additional equity financings while maintaining reduced spending levels. However, due to several factors, including those outside management's control, there can be no assurance that the Company will be able to complete additional equity financings. If the Company is unable to complete additional financings, management's plans include further reducing or delaying operating expenses. The Company has concluded the likelihood that its plan to successfully obtain sufficient funding from one or more of these sources or adequately reduce expenditures, while reasonably possible, is less than probable. A full-text copy of the Company's Form 10-Q is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1642380/000149315224019842/form10-q.htm About Oncocyte Corp. Irvine, Calif.-based Oncocyte Corporation, incorporated in 2009 in the state of California, is a precision diagnostics company focused on developing and commercializing proprietary tests in three areas: VitaGraft is a blood-based solid organ transplantation monitoring test, DetermaIO is a gene expression test that assesses the tumor microenvironment to predict response to immunotherapies, and DetermaCNI is a blood-based monitoring tool for monitoring therapeutic efficacy in cancer patients. As of March 31, 2024, the Company has $71 million in total assets, $54.1 million in total liabilities, $5.3 million in commitments and contingencies, and $11.6 million in total stockholders' equity. ONE PAY CLOUD: Receivables & Licensing Agreements to Fund Plan -------------------------------------------------------------- One Pay Cloud, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization for Small Business dated May 14, 2024. The Debtor operates a proprietary payment processing platform that processes ATM transactions through a technology known as "cashless ATMS." The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $2,309,534.00. The final Plan payment is expected to be paid on July 15, 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from accounts receivables and ongoing licensing agreements from the following licensees, as well as new licensees to be obtained in the future. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately $0.00 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 2 consists of the Secured Claim of Sterling Payment Solutions, LLC. Class 2 is impaired by this Plan The only holder of a Class 2 Secured Claim (Sterling Payment Solutions, LLC) will be paid in full with 60 equal payments of $30,598.20 per month to pay the sum total $1,835,891.80. Class 3 consists of non-priority unsecured creditors. This Class shall receive no distribution. This Class is impaired. This Plan of Reorganization proposes to pay creditors of the Debtor from accounts receivables and ongoing licensing agreements from the following licensees: USAG; Paybotic; and Credit Clinic. A full-text copy of the Plan of Reorganization dated May 14, 2024 is available at https://urlcurt.com/u?l=OQxKuX from PacerMonitor.com at no charge. Attorneys for the Debtor: Diego German Mendez, Esq. MENDEZ LAW OFFICES, PLLC P.O. BOX 228630 Miami, FL 33172 Tel: (305) 264-9090 Fax: (305) 809-8474 Email: info@mendezlawoffices.com About One Pay Cloud One Pay Cloud, LLC, a Miami-based company, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-10349) on Jan. 15, 2024, listing zero asset and $1,800,545 in liabilities. Oksana Moore, director of operations, signed the petition. Judge Laurel M. Isicoff oversees the case. Diego G. Mendez, Esq., at Mendez Law Offices, is the Debtor's bankruptcy counsel. OVG BUSINESS: Moody's Assigns First Time 'B2' Corp. Family Rating ----------------------------------------------------------------- Moody's Ratings assigned a first-time B2 corporate family rating and B2-PD probability of default rating to OVG Business Services, LLC, a provider of venue and hospitality management services mainly in the US with a growing international presence. Concurrently, Moody's assigned a B2 to the company's new senior secured credit facilities (term loan B and revolving credit facility). The outlook is positive reflecting Moody's expectation that the company will maintain low double digit revenue growth over the next 12-18 months and delever, although the company has limited track record operating at its current scale. The senior secured credit facilities consist of a $250 million revolving credit facility due 2029 and a proposed $600 million term loan B due 2031. The net proceeds from the credit facilities will be used to refinance the company's existing $50 million revolver and $400 million term loan A due 2028 as well as to provide funding for future acquisitions and new account wins in the US and UK. Environmental, social, and governance ("ESG") considerations are a key consideration in this rating action. Governance factors especially drive the ratings since Moody's Ratings expects that the company will continue its strategy of acquisitions focused on the premium end of the entertainment hospitality business and on international expansion as part of its growth strategy. Acquisitions will be funded with debt that may lengthen the deleveraging path. Additionally there is limited history of the company operating at the current scale since it has completed a large number of acquisitions recently. OVG is one of the largest venue service providers in the US with a management team that has a track record of operating venues, which mitigates some of the risk associated with acquiring and operating acquired businesses. RATINGS RATIONALE OVG's B2 CFR reflects the company's moderate financial leverage, with debt to EBITDA of 4.4x for the twelve months ended September 30, 2023, pro forma for the proposed financing, the recent acquisition of Invited Stadium Clubs and a private events space in the UK and new contract wins including a large contract in Latin America and Camden Town Hall in England. Moody's Ratings expects debt to EBITDA will reduce to 3.6x in the next 12 to 18 months from a combination of revenue growth in the low double digit area and stable EBITDA margins of around 20%. OVG benefits from its position as the one of the largest venue management and food and beverage service providers the US, low customer concentration across diverse end markets, and recurring revenue from multi-year customer contracts. The company's revenue is highly concentrated in the hospitality segment that provides food service, catering, concessions, and merchandise management at stadiums, concert venues and convention centers, which accounted for around 77% of revenue in FY2023 (ended June 30). Moody's Ratings believes there is some cyclical risk and revenue is dependent on discretionary spending by consumers that will decline when economic conditions are not favorable. Revenue will also depend on the ability of promoters to attract in-demand artists and sports teams to the venues that are serviced by OVG. As such the venues compete with non-OVG venues for content. Revenue is also supported by the company's unique relationship with arenas that are partially owned by Oak View Group. These arenas are not included in the credit group and OVG has contracts in place to provide services that are long term in tenor. All financial metrics cited reflect Moody's standard adjustments. Moody's Ratings expects that OVG's business strategy will focus on international expansion and the high end or luxury segment of entertainment hospitality. The new financing will provide funding for such acquisitions. Demand in the premium segment is less elastic than the non-premium segment and thus will provide end market diversification. Recent acquisitions have been focused on this segment of the market and on international markets. OVG currently has limited exposure to the European market and OVG will look to further penetrate that market, increasing diversification. OVG's liquidity profile is good. Pro forma for the financing cash balance will be approximately $200 million as of the end of March 31, 2024. Moody's Ratings expects most of the cash to be used for acquisitions. Moody's expects free cash flow of at least $50 million in annually. The financing will also significantly increase liquidity under the company's revolver and will include a $250 million revolver maturing in 2029. The revolver will be undrawn at closing and may be drawn to finance acquisitions. Moody's Ratings anticipates that any amounts drawn for acquisition purposes will be paid down with internal cash flow. There will be one springing financial covenant for the revolver that will be tested when revolver drawings exceed 40% of the nominal amount. The covenant will be a maximum first lien net leverage ratio set at the greater of (i) 7.75x and (ii) a ratio that reflects at least a 40% non-cumulative cushion to closing EBITDA and will have no step-downs. Moody's Ratings expects OVG will maintain a comfortable cushion for the covenant should it be tested. The B2 rating assigned to the senior secured credit facilities is the same the B2 CFR given the single class of first lien secured debt and reflects the overall loss given default assumption of 50%, driving the B2-PD probability of default rating, The credit facility has a first priority security interest in substantially all assets of the borrower. Marketing terms for the new credit facilities (final terms may differ materially) include the following: incremental pari passu debt capacity up to the greater of $180 million and 100% of consolidated LTM EBITDA, plus unlimited amounts subject to a first lien net leverage ratio of 4.6x or leverage neutral. There is an inside maturity sublimit up to the greater of (x) $180 million and (y) 100% of consolidated LTM EBITDA. A "blocker" provision restricts the transfer of material intellectual property to unrestricted subsidiaries. The credit agreement provides some limitations on up-tiering transactions, requiring affected lender consent for amendments that subordinate the debt or liens unless such lenders can ratably participate in such priming debt. Amounts up to 100% of unused capacity from the builder basket and certain RP carve-outs may be reallocated to incur debt. The positive outlook reflects Moody's view that OVG will maintain revenue growth in the low double digit are over the next 12 to 18 months at stable EBITDA margins of around 20%, which will improve debt to EBITDA to around 3.6x. The outlook also assumes that spending on live entertainment will remain stable through changes in economic sentiment over the next 12-18 months. The outlook could be revised to stable if revenue does not grow as Moody's expects or if earnings from recent acquisitions do not materialize. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if OVG expands its scale and further diversifies revenue sources to increase the proportion of revenue from venue services or partnerships, if Moody's Ratings expects debt to EBITDA to remain below 4x and free cash flow to debt after all capex is sustained above 8%. Demonstration of balanced financial strategies as it pertains to leverage and allocation of capital including acquisitions would also support a ratings upgrade. Good liquidity would also have to be maintained for a ratings upgrade. The positive outlook indicates that the ratings are unlikely to be downgraded over the next 12-18 months, However, the ratings could be downgraded if company's revenue and earnings decline, EBITDA margins decline remain below current levels, Moody's expects debt to EBITDA to remain above 6x, free cash flow to debt after acquisition capex declines below 5% and the company adopts more aggressive financial policies. These include debt-funded acquisitions or dividend payments prior to debt reduction. Deteriorating liquidity would also increase the likelihood of a ratings downgrade. OVG Business Services, LLC ("OVG") provides venue and hospitality management services that includes complete venue management solutions and execution of large-scale events for venues including arenas, convention centers, theaters, and stadiums. The company's venues are located mainly in the US. Moody's Ratings expects OVG to generate around $875 million in revenue for the fiscal year ending June 30, 2024. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PARK 151 CS: Seeks to Hire Riggs Abney Neal as Bankruptcy Counsel ----------------------------------------------------------------- Park 151 CS, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Oklahoma to hire Riggs, Abney, Neal, Turpen, Orbison & Lewis as its counsel. The firm will render these services: a. prepare Schedules, Statement of Financial Affairs and other pleadings; b. negotiate allowed claims and treatment of creditors; c. render legal advice and preparation of legal documents and pleadings concerning claims of creditors, post petition financing, executing contracts, sale of assets, insurance, etc; d. represent Park 151 in hearings and other contested matters; and e. formulate a plan of reorganization. The rates to be charged by Riggs, Abney, Neal, Turpen, Orbison & Lewis range from $200 to $375. The firm was paid $26,000 on April 29, 2024 by Park 151 CS, LLC of which $6, 693.75 has been applied to services rendered contemporaneously before the commencement of this case, and $19,306.25 is held in their law firm's client trust account. Scott Kirdey, Esq., attests that the members of Riggs, Abney, Neal, Turpen, Orbison & Lewis are disinterested persons as defined in Sec. 101(14) of the Bankruptcy Code and do not represent any interest adverse to the bankruptcy estate. The Firm can be reached through: ScottP. Kirdey, Esq. RIGGS, ABNEY, NEAL, TURPEN, ORBISON & LEWIS 502 West 6th Street Tulsa, OK 74119-1019 Tel: (918) 587-3161 Fax: (918) 587-9708 E-mail: skirtley@riggsabney.com About Park 151 CS, LLC Park 151 CS is the fee simple owner of a real property located in Tulsa County, State of Oklahoma valued at $6 million. Park 151 CS, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Okla. Case No. 24-80403) on May 21, 2024, listing $6,000,007 in assets and $5,315,082 in liabilities. The petition was signed by Timothy J. Remy as managing member. Judge Paul R Thomas presides over the case. Scott P. Kirtley, Esq. at Riggs, Abney, Neal, Turpen, Orbison & Lewis represents the Debtor as counsel. PARKER ESTATES: Richard Furtek Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Richard Furtek of Furtek & Associates, LLC as Subchapter V trustee for Parker Estates, LLC and affiliates. Mr. Furtek will be paid an hourly fee of $325 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Furtek declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Richard E. Furtek Furtek & Associates, LLC Lindenwood Corporate Center 101 Lindenwood Drive, Suite 225 Malvern, PA 19355 Phone: (215) 768-8030 Email: rfurtek@furtekassociates.com About Parker Estates LLC Parker Estates, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11539) on May 6, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Ashely M. Chan presides over the case. Ronald S. Gellert, Esq., at Gellert Seitz Busenkell & Brown, LLC represents the Debtor as legal counsel. PEGRUM CREEK: Case Summary & Six Unsecured Creditors ---------------------------------------------------- Debtor: Pegrum Creek LLC 1966 Walker Lane New Market, AL 35761 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: June 3, 2024 Court: United States Bankruptcy Court Northern District of Alabama Case No.: 24-81037 Judge: Hon. Clifton R Jessup Jr. Debtor's Counsel: Stuart Maples, Esq. THOMPSON BURTON PLLC 200 Clinton Ave West Suite 1000 Huntsville, AL 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 E-mail: smaples@thompsonburton.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by William E. Taylor, Jr., as president. A copy of the Debtor's list of six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VDABRYI/Pegrum_Creek_LLC__alnbke-24-81037__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VEKSHGI/Pegrum_Creek_LLC__alnbke-24-81037__0001.0.pdf?mcid=tGE4TAMA PIONEER POWER: Receives Notification of Delinquency from Nasdaq --------------------------------------------------------------- Pioneer Power Solutions, Inc. announced that on May 24, 2024, the Company received a delinquency notification letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company's failure to have timely filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and its continued delay in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2023, with the Securities and Exchange Commission. The 10-Q Notice has no immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market. The 10-Q Notice provides that the Company has until June 17, 2024, to submit a plan to regain compliance with respect to the delinquent reports. If the Company's plan is accepted, Nasdaq may grant the Company an exception of up to 180 days from the due date of the initial delinquent filing, or until Oct. 14, 2024, to regain compliance. If Nasdaq does not accept the plan, the Company will have the opportunity to appeal the decision to a Hearings Panel. About Pioneer Power Pioneer Power Solutions, Inc. -- http://www.pioneerpowersolutions.com/-- is engaged in the design, manufacture, integration, refurbishment, service and distribution of electric power systems, distributed energy resources, used and new power generation equipment and mobile EV charging solutions for applications in the utility, industrial and commercial markets. Pioneer Power reported a net loss of $3.64 million in 2022, a net loss of $2.17 million in 2021, a net loss of $2.98 million in 2020, and a net loss of $1.03 million in 2019. The Company has not yet filed its Annual Report on Form 10-K for the year ended Dec. 31, 2023, and its Quarterly Report on Form 10-Q for the period ended March 31, 2024. PLANTATION JEWELERS: L. Todd Budgen Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a practicing attorney in Longwood, Fla., as Subchapter V trustee for Plantation Jewelers, Inc. Mr. Budgen will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Budgen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: L. Todd Budgen, Esq. P.O. Box 520546 Longwood, FL 32752 Tel: (407) 232-9118 Email: Todd@C11Trustee.com About Plantation Jewelers Plantation Jewelers, Inc. is a closely held Florida for-profit corporation formed in 2002 by Alex Ramos, which specializes in the sale of custom design jewelry and jewelry repairs. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (M.D. Fla. Case No. 24-02350) on May 10, 2024, with up to $100,000 in assets and up to $500,000 in liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP, represents the Debtor as legal counsel. POET TECHNOLOGIES: Announces Amendment and Acceleration of Warrants ------------------------------------------------------------------- POET Technologies Inc. announced that, further to its news release dated March 22, 2024, it received approval on May 29, 2024, from the TSX Venture Exchange to amend the terms of 539,318 common share purchase warrants of the Corporation that were issued pursuant to a private placement that closed on Dec. 2, 2022. The Amended Warrants are now exercisable to acquire one common share of the Corporation at an exercise price of C$1.80 per Common Share. In addition, as required by the policies of the Exchange, an acceleration clause was also added to the Amended Warrants such that, if for any 10 consecutive trading days during the unexpired term of the Amended Warrants, the closing price of the Common Shares on the Exchange is equal to or greater than C$2.16, the expiry date will be accelerated to 30 calendar days. As of the close of markets on May 29, 2024, the closing price of the Common Shares on the Exchange has exceeded C$2.16 per Common Share for at least 10 consecutive trading days. In accordance with the approval of the Exchange for the Amended Warrants, the expiry date of all unexercised Amended Warrants has been accelerated such that all Amended Warrants will expire at 5:00 p.m. (Toronto time) on June 28, 2024 (being 30 calendar day following the triggering of the Warrant Acceleration). About POET Technologies Inc. POET -- www.poet-technologies.com -- is a design and development company offering high-speed optical modules, optical engines and light source products to the artificial intelligence systems market and to hyperscale data centers. POET's photonic integration solutions are based on the POET Optical Interposer, a novel, patented platform that allows the seamless integration of electronic and photonic devices into a single chip using advanced wafer-level semiconductor manufacturing techniques. POET's Optical Interposer-based products are lower cost, consume less power than comparable products, are smaller in size and are readily scalable to high production volumes. In addition to providing high-speed (800G, 1.6T and above) optical engines and optical modules for AI clusters and hyperscale data centers, POET has designed and produced novel light source products for chip-to-chip data communication within and between AI servers, the next frontier for solving bandwidth and latency problems in AI systems. POET's Optical Interposer platform also solves device integration challenges in 5G networks, machine-to-machine communication, self-contained "Edge" computing applications and sensing applications, such as LIDAR systems for autonomous vehicles. POET is headquartered in Toronto, Canada, with operations in Allentown, PA, Shenzhen, China, and Singapore. Hartford, CT-based Marcum LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has a incurred significant losses over the past few years and needs to raise additional funds to meet its future obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PRIMARY PRODUCTS: Moody's Cuts CFR to B2 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings downgraded Primary Products Finance LLC's Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded the ratings on the company's senior secured first lien revolving credit facility and senior secured first lien term loan to B2 from B1. Lastly, Moody's assigned a B2 rating to Primary Products new $175 million incremental senior secured first lien term loan. The outlook is changed to stable from negative The downgrades reflect Moody's view that Primary Products' announcement that KPS Capital Partners, L.P. ("KPS") plans to acquire Tate & Lyle's remaining ownership interest in Primary Products for $370 million is a credit negative, as well as the company's weak free cash flow. The transaction is expected to be funded with a $175 million equity contribution from KPS, a $175 million new incremental term loan due April 1, 2029, and a $20 million draw on the company's $400 million asset-based revolving credit facility due April 1, 2027. The transaction increases the company's Moody's adjusted debt-to-EBITDA leverage to 3.9x from 3.5x as of the 12 month period ended March 2024 and increases cash interest expense. In addition, the transaction concentrates decision making into one owner that Moody's expects will have aggressive financial policies with the potential for event risk and decisions that favor shareholders over creditors. Moody's views the sole ownership by KPS and the increase in leverage as a negative governance issue that are key factors in the rating action. As a result, Moody's changed the board structure, policies, and procedures score to 5 from 4. The governance issuer profile score remains a G-4 and the credit impact score remains a CIS-4. Moody's believes free cash flow generation has been consistently weak since the leveraged buyout in a spin-out from Tate & Lyle in April 2022. Higher than expected capital expenditures combined with shareholder distributions contributed to negative free cash flow in the fiscal year ended March 2023 and thus far in fiscal 2024. The company has implemented a number of operational improvements to modernize the assets and upgrade the facilities following the LBO due to underinvestment during Tate & Lyle's ownership. Moody's expects capital spending to remain elevated over the next several years for maintenance and modernization of the facilities. Moody's views the spending as largely necessary to remain competitive and will limit free cash flow in the next few years. In addition, the shareholder distributions to fund tax payments, transaction expenses, and discretionary payouts are also contributing to weak and negative free cash flow. Moody's assumes in the B2 CFR that in the next 12 to 18 months Primary Products will generate improved free cash flow in the range of $30 million to $40 million based on dividend distributions in the range of $40 million to $80 million. The 2-3% projected free cash flow to debt is more aligned with Moody's expectations for a B2 CFR based on the company's business profile. RATINGS RATIONALE Primary Products' B2 CFR reflects the company's position as a leading provider of nutritive sweeteners, industrial starches, acidulants and other corn-derived products in North America and Brazil with long-standing blue-chip customer relationships. Sweetener products represent roughly 65% of revenue and are used as ingredients in end markets such as food and beverage that are relatively stable through economic cycles. Other end markets are somewhat more cyclical such as paper, packaging and building products. The ratings also reflect the company's ability to effectively pass through commodity price volatility through its contractual material pass throughs (majority of volume) and stringent hedging procedures. Offsetting these factors are the company's high 3.9x debt-to-EBITDA leverage (incorporating Moody's adjustments and pro forma for KPS Capital's buyout of Tate & Lyle's minority stake in the company) as of the 12 month period ended March 31, 2024 and limited free cash flow generation. The company is capital intensive with high capital spending that limits free cash flow, and operates in markets where key competitors are meaningfully larger and more diversified. The company's limited stand-alone operating history also presents risk because it diminishes visibility into the sustainable cost structure as a stand-alone entity. The declining high fructose corn syrup ("HFCS") market which could contribute to lower earnings and aggressive financial policies under controlling interest by a private equity sponsor are also a credit negative. The corn wet milling industry in the US is concentrated with Primary Products representing one of four players that supply over 95% of the volume of HFCS and industrial starches. High barriers to entry, such as the high costs of a new production facility (+$800 million) and low growth prospects, are likely to insulate the market from new entrants. In addition to limited competition, Primary Products also benefits from the high price of sugar in the US, a result of the USDA's sugar program that places tariffs on sugar imports and provides domestic price support for sugar. Given the high price of sugar, many well-known food and beverage companies use sweeteners such as high fructose corn syrup, corn syrup, and dextrose as alternatives to sugar in the formulation and manufacturing of their brands. Primary Products derives over 50% of its operating profit from these sweeteners and thus indirectly benefits from the US sugar program. If the USDA were to repeal or modify this program, Primary Products could be negatively impacted. Primary Products has adequate liquidity based on cash, modest projected free cash flow and unused revolver capacity. The company had a cash balance of $32 million as of March 31, 2024, and Moody's projects approximately $30 million to $40 million in free cash flow in the next 12 months. Primary Products had full capacity on an undrawn $100 million revolving credit facility due April 1, 2027 as of March 31, 2024, $310 million of availability on a $400 million asset-based revolving credit facility due April 1, 2027 as of March 31, 2024 (pro-forma for the acquisition of Tate & Lyle's interest in Primary Products), and no meaningful debt maturities through 2026. The cash sources provide ample resources for the $12.4 million of required annual term loan amortization and reinvestment needs. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Primary Products will generate modest revenue and EBITDA growth over the next two years, invest to modernize its facilities, maintain adequate liquidity, and generate free cash flow of approximately $30 million to $40 million over the next year. The ratings could be upgraded if the company generates revenue growth with stable to higher margins, and generates strong and consistent free cash flow such that free cash flow to debt is at least 5%. The company would also need to demonstrate financial policies consistent with maintaining lower leverage, sustain debt to EBITDA below 4.5x, and maintain good liquidity to be considered for an upgrade. The ratings could be downgraded if operating profits decline due to market share losses, lower volumes, or cost increases, there are adverse change in key regulations relating to corn or sugar, or the company does not adequately reinvest in its facilities. Debt to EBITDA is above 5.0x or a deterioration in liquidity could also lead to a downgrade. Primary Products (dba Primient) is a provider of nutritive sweeteners, industrial starches, acidulants and other corn derived products for food, beverage and industrial end markets. Annual sales were approximately $2.9 billion for the fiscal year ended March 31, 2024. The company is 100% owned by KPS Capital Partners, LP. The principal methodology used in these ratings was Protein and Agriculture published in November 2021. PRIORITY MEDICAL: Gets OK to Hire David Johnston as Legal Counsel ----------------------------------------------------------------- Priority Medical Supply, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of California to employ David Johnston, Esq., an attorney practicing in Modesto, Calif. The attorney will render these services: (a) advise the Debtor about various bankruptcy options; (b) advise the Debtor about its rights, powers, and obligations in the Chapter 11 case and in the management of the estate; (c) take necessary action to enforce the automatic stay and to oppose motions for relief from the automatic stay; (d) take necessary action to recover and avoid any preferential or fraudulent transfers and to exercise the Debtor's strong-arm powers; (e) appear with the Debtor's corporate president at the meeting of creditors, status conference, and other hearings held before the court; (f) review and if necessary, object to proofs of claim; (g) take steps to obtain court authority for the sale or refinancing of assets if necessary; (h) prepare a plan of reorganization and take all steps necessary to bring the plan to confirmation, if possible; and (i) represent the Debtor in all adversary proceedings in this court where it is a party. Mr. Johnston will be paid at his hourly rate of $400. Prior to the filing of the case, the attorney received a retainer in the amount of $5,000. Mr. Johnston disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The attorney can be reached at: David C. Johnston, Esq. 1600 G Street, Suite 102 Modesto, CA 95354 Telephone: (209) 579-1150 Facsimile: (209) 900-9199 About Priority Medical Supply Priority Medical Supply, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-90207) on April 19, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Ronald H. Sargis presides over the case. David C. Johnston, Esq., represents the Debtor as legal counsel. PROPERTY ADVOCATES: Gets OK to Hire Michael Goldberg as Counsel --------------------------------------------------------------- The Property Advocates, PA seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Michael Goldberg, Esq., an attorney practicing in Fort Lauderdale, Fla., as its special conflicts counsel. Mr. Goldberg will render these services: (a) gather information related to, analyze, and review any lawsuit or other legal action in law or equity that the Debtor could bring in any state, federal, or foreign court to recover any funds, financial assets, or other property allegedly wrongfully transferred to any individual or entity at any time prior to the petition date; (b) communicate with the counsel of each of the Debtor, its shareholders, and creditor Scot Strems to accomplish the foregoing; and (c) such other tasks reasonably necessary, proper, conducive, or appropriately adapted to accomplish any of the foregoing. Mr. Goldberg will be compensated at his hourly rate of $850 plus reimbursement for expenses incurred. Mr. Goldberg disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Michael I. Goldberg, Esq. Akerman LLP 201 East Las Olas Boulevard, Suite 1800 Fort Lauderdale, FL 33301 Telephone:(954) 468-2444 Email: Michael.goldberg@akerman.com About The Property Advocates The Property Advocates, PA, a law firm specializing in Florida first-party property insurance issues, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16797) on Aug. 25, 2023. In the petition signed by Hunter Patterson, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Robert A. Mark oversees the case. The Debtor tapped Paul N. Mascia, Esq., at Nardella & Nardella, PLLC as bankruptcy counsel and Michael Goldberg, Esq., as special conflicts counsel. R&LS INVESTMENTS: Hires Zelms Erlich Lenkov as Special Counsel -------------------------------------------------------------- R&LS Investments, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Zelms Erlich Lenkov & Mack as special litigation counsel. The Debtor needs the firm's legal assistance in connection with the following cases: a. Tanenbaum v. Rashti, Case No. 23STSC04741; b. Rozenblum v. Shahoda & Kufrin, pre-litigation demand; c. Yang v. Michael Toomer, pre-litigation demand; d. Zhou v. Zan Sacker, pre-litigation demand; e. In re K. Hospitality, LLC, pre-litigation demand; f. Stephens v. Asssad et al., Los Angeles County Superior Court Case No. 23STCV11401; g. In re Dickerson, pre-litigation demand; h. Weinberg v. Miller, Superior Court, Case No. 248MCV01930; i. In re Stamegna; pre-litigation demand; j. In re Linnez, pre-litigation demand; and k. Angelino v. The Hirth Group, Los Angeles County Superior Court Case No. 23STCV04889. The firm will be paid at the rates of $225 to $275 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Rinat Klier Erlich, Esq., founding partner at Zelms Erlich Lenkov & Mack, 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: Rinat B. Klier Erlich, Esq Zelms Erlich Lenkov & Mack 20920 Warner Center Lane, Suite B Woodland Hills, CA 91367 Phone: (213) 347-9139 Email rerlich@zelmserlich.com About R&LS Investments R&LS Investments, Inc., is a real estate brokerage business. R&LS Investments filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14467) on July 18, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Richard Cunningham, operating principal, signed the petition. Judge Julia W. Brand oversees the case. John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP is the Debtor's legal counsel. RED LOBSTER: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Red Lobster Management LLC. The committee members are: 1. Warner Bros. Discovery, Inc. on Behalf of Itself and its Subsidiaries c/o Ashleigh Landis, VP Legal, Litigation 4000 Warner Blvd. Burbank, CA 91505 Phone: 818-331-1709 ashleigh.landis@wbd.com 2. Gordon Food Service Canada Ltd. Attn: Jennifer Heeringa, North America Director of Credit 2999 James Snow Parkway North Milton, ON L9T SG4 Canada Phone: 905-864-3746 jennifer.heeringa@gfs.com 3. George Parker c/o Pack Law 51 NE 24th Street, Suite 108 Miami, FL 33137 Phone: 305-916-4500 joe@packlaw.com jessey@packlaw.com 4. Credera Enterprises Company, LLC Attn: Adam Kagan, General Counsel 15303 Dallas Parkway Addison, TX 75001 Phone: 917-861-3505 adam.kagan@omcpmg.com 5. Provender Hall I, LLC Provender Hall IV, LLC c/o Meera Fox, J.D., Member and Designated Representative 2625 Alcatraz Avenue #607 Berkley, CA 94705 Phone: 510-521-0438 meerafox@aol.com 6. Kenneth O. Lester Company, Inc. d/b/a Performance Food Group Attn: David Easton, Credit Manager 12500 West Creek Parkway Richmond, VA 23238 Phone: 804-380-4005 deaston@pfgc.com 7. PepsiCo Sales, Inc. Attn: W. Conrad Ragan, Finance Director 1100 Reynolds Blvd. Winston-Salem, NC 27105 Phone: 336-972-8910 conrad.ragan@pepsico.com 8. Realty Income Corporation Attn: Demetri Lahanas, AVP, Senior Legal Counsel 11995 El Camino Real San Diego, CA 92130 Phone: 858-284-5327 dlahanas@realtyincome.com 9. Rubin Postaer and Associates Attn: Juan Ojeda, VP of Finance Vince Mancuso, CFO and Co-Chair Brett Bender, COO 2525 Colorado Avenue Santa Monica, CA 90404 Phone: 310-633-6007 jojeda@rpa.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 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. RELIABLE HEALTHCARE: Seeks to Tap Robert Cornish as Special Counsel ------------------------------------------------------------------- Reliable Healthcare Logistics, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ The Law Offices of Robert V. Cornish, Jr., as special counsel. The Debtor needs a special counsel to collect the receivables. The firm will be paid on a commission of 25 percent of any amounts collected on the receivables, whether by litigation, settlement, or otherwise. Robert Cornish, Esq., an attorney at The Law Offices of Robert V. Cornish, Jr., 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: Robert V. Cornish Jr., Esq. The Law Offices of Robert V. Cornish, Jr. 680 South Cache Street, Suite 100 Jackson, WY 83001 Telephone: (307) 264-535 Email: rcornish@rcornishlaw.com About Reliable Healthcare Logistics Reliable Healthcare Logistics, LLC is an independent 3PL recognized for developing cost effective, innovative supply chain solutions for complex logistics requirements in regulated industries. With over 650,000 total square feet, its 9 Reliable facility locations are dedicated to the secure and proper storage of pharmaceutical products, including prescription and over-the counter-medications, as well as providing services for medical device manufactures, cosmetics, human and animal health and wellness companies. The company is based in Memphis, Tenn. Reliable Healthcare Logistics filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. 24-20252) on January 19, 2024, with $1 million to $10 million in both assets and liabilities. Mike Kattawar, Sr., chief strategic officer, signed the petition. Judge Jennie D. Latta oversees the case. The Debtor tapped Michael P. Coury, Esq., at Glankler Brown, PLLC as legal counsel and The Law Offices of Robert V. Cornish, Jr. as special counsel. REPIDA INC: Robert Handler Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 11 appointed Robert Handler of Commercial Recovery Associates, LLC as Subchapter V trustee for Repida, Inc. Mr. Handler will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Handler declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert P. Handler Commercial Recovery Associates, LLC 205 West Wacker Drive, Suite 918 Chicago, IL 60606 Tel: (312) 845-5001 x221 Email: rhandler@com-rec.com About Repida Inc. Repida, Inc. offers trucking services in Brooklyn, N.Y. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07281) on May 16, 2024, with $1 million to $10 million in both assets and liabilities. Ion Repida, president, signed the petition. Saulius Modestas, Esq., at Modestas Law Offices, P.C. represents the Debtor as legal counsel. RMB MARINE: Seeks to Hire M&E Partners LLC as Broker ---------------------------------------------------- RMB Marine Services, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ M&E Partners, LLC as its broker. M&E Partners will act as the exclusive marketing agent for the Debtor's assets located at the Port of Florence, 370 Canal St, Florence AL 35630. The broker will receive a commission of 5 percent of all gross sales. Online auction buyers will be charged an 18 percent buyer's premium, with 3 percent being paid directly to the online auction platform service provider used. Jody E. Bacque, president of M&E Partners, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jody E. Bacque M&E Partners, LLC 9786 Timber Circle, Suite A Spanish Fort, AL 36527 Phone: (251) 644-4401 Email: info@m-epartners.com About RMB Marine Services, LLC RMB Marine Services, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 24-80694) on April 15, 2024, listing up to $50,000 in both assets and liabilities. Judge Clifton R Jessup Jr presides over the case. The Debtor hires Thompson Burton PLLC as counsel. ROMANCE WRITERS: Wins Interim Cash Collateral Access ---------------------------------------------------- Romance Writers of America, Inc. sought and obtained entry of an order from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorizing the use of cash collateral on an interim basis, in accordance with the budget, with a 10% variance. The Debtor requires the use of its cash on hand to fund an efficient and orderly Subchapter V Case. The estimated total amount of current cash on hand required to be utilized over the next 21 days is approximately $18,940, and over the next 60 days is $68,440. The Debtor's sole secured creditor is the U.S. Small Business Administration, which has a first-priority security interest in the Debtor's assets. Pursuant to Loan Authorization and Agreement, dated June 20, 2020, the SBA provided a secured thirty-year loan to the Debtor in the principal amount of $150,000. As of the Petition Date, the Debtor was current and not in default under the Loan, and its outstanding obligations under the SBA Loan was approximately $144,454. Pursuant to the Loan Agreement, the Debtor pays $640 monthly (which includes principal and interest at a rate of 2.75% per annum). The Debtor and SBA also are party to a related security agreement, dated June 20, 2020, granting SBA a security interest in the Collateral. As adequate protection, SBA is granted a Replacement Lien pursuant to 11 U.S.C. Section 361(2),solely to the extent the cash collateral is used, in all cash or cash collateral the Debtor acquires or generates after the Petition Date, but solely to the same extent and priority as existed pre-petition and subject to a determination by the Court that SBA held a fully perfected, enforceable, pre- petition lien on Cash Collateral as of the Petition Date. A further hearing on the matter is set for June 20, 2024 at 12:30 p.m. A copy of the motion is available at https://urlcurt.com/u?l=pEAv8W from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=JsE8eh from PacerMonitor.com. About Romance Writers of America, Inc. Romance Writers of America, Inc. is a nonprofit trade association whose mission is to advance the professional and common business interests of career-focused romance writers through networking and advocacy and by increasing public awareness of the romance genre. RWA works to support the efforts of its members to earn a living, to make a full-time career out of writing romance -- or a part-time one that generously supplements their main income. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. S.D. Tex. Case No. 24-32447) on May 29, 2024. In the petition signed by Mary Ann Jock, president, the Debtor disclosed $272,169 in assets and $3,067,284 in liabilities. Judge Jeffrey P. Norman oversees the case. T. Josh Judd, Esq., at ANDREW MYERS, PC, represents the Debtor as legal counsel. ROOFSMITH RESTORATION: Seeks to Hire Brouse McDowell as Counsel --------------------------------------------------------------- Roofsmith Restoration, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Brouse McDowell, LPA as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) advise the Debtor with respect to all bankruptcy matters; (c) prepare on behalf of the Debtor all necessary legal papers in connection with the administration of its estate; (d) represent the Debtor at all hearings on matters relating to its affairs and interests before this court, any appellate courts, the United States Supreme Court, and protect its interests; (e) prosecute and defend litigated matters that may arise during this Chapter 11 case; (f) negotiate and seek approval of a sale of some or all of the Debtor's assets should such be in the best interests of its estate; (g) negotiate appropriate transactions and prepare any necessary documentation related thereto; (h) represent the Debtor on matters relating to the assumption or rejection of executory contracts and unexpired leases; (i) advise the Debtor with respect to corporate, securities, real estate, litigation, labor, finance, environmental, regulatory, tax, healthcare and other legal matters which may arise during the pendency of this Chapter 11 case; and (j) perform all other legal services that are necessary for the efficient and economic administration of this Chapter 11 case. The hourly rates of the firm's attorney and staff are as follows: Marc B. Merklin $535 Julie K. Zurn $350 Loretta Taylor $195 Michele Banner $200 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $50,000 from the Debtor. Marc Merklin, Esq., a shareholder at Brouse McDowell, 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: Marc B. Merklin, Esq. Brouse McDowell, LPA 388 South Main Street, Suite 500 Akron, OH 44311 Telephone: (330) 535-5711 Facsimile: (330) 253-8601 Email: mmerklin@brouse.com About Roofsmith Restoration Roofsmith Restoration, Inc. is a roofing, siding, insulation, and gutter company/contractor specializing in roof replacement, restoration, and repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50743) on May 20, 2024. In the petition signed by Michael Farist, president/CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Alan M. Koschik oversees the case. Marc B. Merklin, Esq., at Brouse McDowell, LPA, represents the Debtor as legal counsel. SANTOS RANCH: Hires Arizmendi Law Firm as Insolvency Counsel ------------------------------------------------------------ Santos Ranch Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Arizmendi Law Firm as its general insolvency counsel. 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 a debtor in possession; c. advise Debtor with respect to applications, motions, and an adversary proceedings and other hearings in the Bankruptcy Court and in any action in any other court where its' 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 Debtor concerning the requirements of the Bankruptcy Code and applicable rules as the same affect it in this proceeding; f. assist Debtor in the negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; g. make any court appearances on behalf of Debtor; and h. take such other action and perform such other services as Debtor may require of the firm in connection with the Chapter 11 case. The firm will be paid at these rates: Ruben F. Arizmendi, Esq. $450/hour Paralegals $135/hour Arizmendi Law Firm is "disinterested," as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Ruben F. Arizmendi, Esq. ARIZMENDI LAW FIRM 2667 Camino Del Rio South 2310460 San Diego, CA 92108 Tel: (619) 231-0460 Email: rfalaw@gmail.com About Santos Ranch Holdings, LLC Santos Ranch is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Santos Ranch Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 24-01272) on April 11, 2024, listing $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The petition was signed by Dawn Santos as Sole member of Santos Ranch Holdings, LLC. Judge Christopher B. Latham presides over the case. Ruben F. Arizmendi, Esq. at Arizmendi Law Firm represents the Debtor as counsel. SARC TN: Seeks to Hire Desai Law Firm as Bankruptcy Counsel ----------------------------------------------------------- SARC TN - Goodlettsville, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire The Desai Law Firm, LLC as its counsel. The firm's services include: a. advising the Debtor with respect to its rights, power and duties in this Chapter 11 case; b. assisting and advising the Debtor in its consultations with the Subchapter V trustee; c. assisting the Debtor in analyzing the claims of creditors and negotiating with such creditors; d. assisting in the investigation of the assets, liabilities and financial condition of the Debtor and reorganizing the Debtor's business; e. advising the Debtor in connection with the sale of its assets or business; f. assisting the Debtor in its analysis of and negotiation with any third-party concerning matters related to, among other things, the terms of a plan of reorganization; g. assisting and advising the Debtor with respect to any communications with the general creditor body regarding significant matters in this case; h. commencing and prosecuting necessary and appropriate actions and proceedings on behalf of the Debtor; i. reviewing, analyzing or preparing legal documents; j. representing the Debtor at all hearings and other proceedings; k. conferring with other professional advisors in providing advice to the Debtor; l. performing all other necessary legal services in this case as may be requested by the Debtor; and m. assisting and advising the Debtor regarding pending litigation matters in which it may be involved. Desai Law Firm will be paid at these rates: Partners $385 per hour Associates $250 per hour Paralegals $125 per hour Spencer Desai, Esq., a partner at Desai Law Firm, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Spencer P. Desai, Esq. THE DESAI LAW FIRM, LLC 13321 North Outer Forty Road, Suite 300 St. Louis, MO 63017 Tel: (314) 666-9781 Fax: (314) 448-4320 Email: spd@desailawfirmllc.com About SARC TN - Goodlettsville, LLC SARC TN - Goodlettsville, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-10253) on May 10, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Steven M. Caton as manager. Judge Brian C. Walsh presides over the case. Spencer Desai, Esq. at The Desai Law Firm, LLC represents the Debtor as counsel. SCORPIUS HOLDINGS: Incurs $4.66 Million Net Loss in First Quarter ----------------------------------------------------------------- Scorpius Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $4.66 million on $3.51 million of revenue for the three months ended March 31, 2024, compared to a net loss of $12.90 million on $765,900 of revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had $50.50 million in total assets, $25.24 million in total liabilities, and $25.26 million in total stockholders' equity. The Company has an accumulated deficit of approximately $258.8 million as of March 31, 2024 and a net loss before income taxes from continuing operations of approximately $4.7 million for the three months ended March 31, 2024 and has not generated significant revenue or positive cash flows from operations. Scorpius said, "The Company expects its expenses to increase in connection with its ongoing activities, particularly as the Company ramps up operations in its in-house bioanalytic, process development and manufacturing facility in San Antonio, TX, which is now its main focus. In addition, any new business ventures that the Company may engage in are likely to require commitments of capital. Accordingly, the Company will need to obtain substantial additional funding in connection with its planned operations. Adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its programs, any future commercialization efforts or the manufacturing services it plans to provide. To meet its capital needs, the Company intends to continue to consider multiple alternatives, including, but not limited to, additional equity financings such as sales of its common stock, debt financings, equipment sales leasebacks, partnerships, grants, funding collaborations and other funding transactions, if any are available. On May 16, 2024, the Company closed on a public offering and raised net proceeds of $5.3 million in its public offering. As of May 17, 2024, the Company had approximately $5.6 million in cash and cash equivalents and short-term investments. The Company will need to generate significant revenues to achieve profitability, and it may never do so. As a result of these circumstances, management has determined that there is substantial doubt about the Company's ability to continue as a going concern within one year after the consolidated interim financial statements are issued." Management Comments Jeff Wolf, CEO of Scorpius Holdings, Inc., stated, "We are successfully executing our strategy to enhance revenue and reduce costs as we seek to become cash flow positive in the near future. This quarter is indicative of this goal as we achieved a 359% increase in revenue while reducing operating expenses by 34% over the same period last year. We believe this performance reinforces the growing demand for our services and our prudent financial management. Moreover, we have built a highly scalable business model poised to generate meaningful cash flow as we continue to grow our sales and increase utilization of our state-of-the-art San Antonio campus, which we anticipate will allow us to achieve meaningful operating leverage. We are very confident that the future for Scorpius is brighter than ever, with significant industry-wide capacity shortages, and our growing revenue backlog, which stood at $10.8 million as of March 31, 2024." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1476963/000155837024008693/scpx-20240331x10q.htm About Scorpius Holdings Headquartered in Morrisville, NC, Scorpius Holdings, Inc. -- www.scorpiusbiologics.com -- is an integrated contract development and manufacturing organization (CDMO) focused on rapidly advancing biologic and cell therapy programs to the clinic and beyond. Scorpius offers a broad array of analytical testing, process development, and manufacturing services to pharmaceutical and biotech companies at its state-of-the-art facilities in San Antonio, TX. With an experienced team and new, purpose-built U.S. facilities, Scorpius is dedicated to transparent collaboration and flexible, high-quality biologics biomanufacturing. Raleigh, North Carolina-based BDO USA, P.C., the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 26, 2024, citing that the Company has suffered recurring losses from operations and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. SHIFT TECHNOLOGIES: Court OKs Sale of IT Assets for $70K -------------------------------------------------------- A U.S. bankruptcy judge has given the go-signal for Shift Technologies, Inc. and its affiliates to sell some of their information technology assets. Judge Hannah Blumenstiel of the U.S. Bankruptcy Court for the Northern District of California approved the sale agreement between the companies and the buyers, Patrick Dougherty and Ken Gould, who offered $70,000 for the assets. The assets are comprised of between 380 and 400 used Apple devices, which have been stored at Compuzone since before the companies' bankruptcy filing. Compuzone will receive $30,000 from the companies as payment for its claims. The sale agreement allows for the companies' immediate net realization of $40,000 for the assets and the resolution of Compuzone's claims. "This amount may ultimately be distributed to creditors pursuant to a confirmed plan," Thomas Rupp, Esq., the companies' attorney said. "Furthermore, the resolution of Compuzone's claims places a cap on those administrative expenses that the Debtors’ estates would have to bear," Mr. Rupp said. About Shift Technologies Shift Technologies, Inc. is a consumer-centric omnichannel used car retailer. It operates the website www.shift.com and two locations in Oakland and Pomona, California. Shift Technologies and its affiliates filed Chapter 11 petitions (Bankr. N.D. Calif. Lead Case No. 23-30687) on Oct. 9, 2023. In the petitions signed by its chief financial officer, Jason Curtis, Shift Technologies disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Hannah L. Blumenstiel oversees the cases. The Debtors tapped Thomas B. Rupp, Esq., at Keller Benvenutti Kim, LLP as legal counsel; AlixPartners, LLC as financial advisor; and Omni Agent Solutions, Inc. as claims and noticing agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Michael Sweet, Esq., at Fox Rothschild, LLP. SKYBELL TECH: Star Mountain Marks $4.6MM Loan at 50% Off -------------------------------------------------------- Star Mountain Lower Middle-Market Capital Corp has marked its $4,683,036 loan extended to SkyBell Technologies, Inc to market at $2,341,518 or 50% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in Star Mountain's Form 10-K for the Fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission. Star Mountain is a participant in a First Lien Senior Secured Term Loan to SkyBell Technologies, Inc. The loan matures on December 13, 2024. Star Mountain said the loan is on non-accrual status. Star Mountain Lower Middle-Market Capital Corp. is an externally managed, closed-end management investment company and has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended. The Company’s investment objectives are to generate current income and capital appreciation. Star Mountain is led by Brett A. Hickey, Chief Executive Officer and President; and Christopher J. Gimbert, Chief Financial Officer. The fund can be reach through: Brett A. Hickey Star Mountain Lower Middle-Market Capital Corp 140 E. 45th Street, 37th Floor New York, NY 10017 Tel: (212) 810-9044 SkyBell is a manufacturer of Wi-Fi video doorbells with video camera, speaker, microphone and motion sensor, allowing users to see, hear and speak with visitors from their iOS and Android devices. SOBR SAFE: Recurring Losses Raise Going Concern Doubt ----------------------------------------------------- SOBR Safe, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. The Company has incurred recurring losses from operations and has limited cash liquidity and capital resources to meet future capital requirements. The Company's net loss decreased by $95,771 from $2,601,692 to $2,505,921, from the three-month period ended March 31, 2023, compared to the three-month period ended March 31, 2024. As of March 31, 2024, the Company has an accumulated deficit of approximately $91,800,000. During the three months ended March 31, 2024, the Company experienced negative cash flows from operating activities of approximately $1,450,000 and has approximately $2,000,000 of current convertible notes payable due in various amounts in March 2025. These principal conditions and events, when considered in the aggregate, could indicate it is probable that the Company will be unable to meet its obligations as they become due within the next 12 months. Based on an evaluation of current operating cash usage, management identified several areas in which the Company is capable to reduce spend should it be needed. This includes reductions in operating headcount, discretionary sales & marketing spend, investor relations initiatives, and product/software research and development planning. Ongoing activities to identify and reduce monthly expenses by management will continue in perpetuity until such time financial liquidity and substantial cash flow from sales are realized. Management believes the introduction of its SOBRsureTM product in Q3-2023 and a defined focus on the multi-vertical Behavioral Health space have well-positioned the Company to generate a positive improvement in revenue generation and positive cash flows from sales. Management believes that cash balances of approximately $1,300,000 and negative working capital of approximately $1,500,000 at March 31, 2024, do not provide adequate capital for operating activities for the next 12 months. However, management believes actions presently being taken to generate product and services revenues, and positive cash flows, in addition to the Company's plans and ability to access capital sources and implement expense reduction tactics to preserve working capital provide the opportunity for the Company to continue as a going concern as of March 31, 2024. These plans are contingent upon the actions to be performed by the Company, and these conditions have not been met on or before May 15, 2024. As such, substantial doubt about the entity's ability to continue as a going concern has not been alleviated as of March 31, 2024. The Company's ability to meet future capital requirements will depend on many factors, including the Company's ability to develop and sell products, generate cash flow from operations, and assess competing market developments. The Company may need additional capital resources in the near future. Sources of debt financing may result in additional interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not available or obtained, the Company may be required to reduce or curtail operations. A full-text copy of the Company's Form 10-Q is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1425627/000147793224002962/sobr_10q.htm About SOBR Safe SOBR Safe, Inc., a Delaware corporation, is a hardware and software company headquartered in Greenwood Village, Colorado. The Company integrates proprietary software with its patented touch-based alcohol detection products, SOBRcheck and SOBRsure, enabling non-invasive alcohol detection, biometric identity verification, and real-time cloud-based alerts and reporting. Currently, its principal markets are located in North America. As of March 31, 2024, the Company has $4,515,435 in total assets, $3,576,499 in total liabilities, and $938,936 in total stockholders' equity. SOUND INPATIENT: S&P Lowers ICR to 'D' on Distressed Debt Exchange ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Sound Inpatient Physicians Inc. to 'D' from 'CC'. S&P also lowered its issue-level ratings on the first-lien secured term loan, first-lien secured revolving credit facility, and the second-lien term loan to 'D' from 'CC'. S&P expects to reassess its issuer credit rating and issue-level ratings to reflect the revised capital structure over the coming days. The 'D' rating reflects S&P's view that lenders received less than originally promised. Under the terms of the transaction, S&P believes all of Sound's lenders received less than their original promise as the first- and second-lien term loans were exchanged at a material discount to par and all outstanding debt (including the senior secured revolving facility) were primed by the new first-out term loan. The transaction extends the company's maturities while improving its cash interest expense. The successful completion of the transaction effectively extended the maturity on the first- and second-lien debt to June 2028 thus eliminating the refinancing risk associated with the 2025 maturities. This gives the company additional leeway to improve its profitability and cash flow ahead of its next refinancing cycle. SPECTRUM BRANDS: S&P Upgrades ICR to 'B+' on Early Tender Offer --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Spectrum Brands Holdings Inc. to 'B+' from 'B'. S&P also raised the issue-level ratings on the company's senior secured revolving credit facility and senior unsecured notes to 'BB' and 'B+', respectively. The recovery rating on the company's senior secured revolver is '1', indicating S&P's expectations for very high (90%-100%; rounded estimate: 95%) recovery in the event of payment default. The recovery rating on the company's senior unsecured notes is '3', indicating its expectations for meaningful (50% - 70%; rounded estimate: 50%) recovery in the event of payment default. S&P said, "The stable outlook reflects our expectation for the company's S&P Global Ratings-adjusted leverage to improve to the mid-2x area following $1.2 billion of debt reduction in connection with the company's contractually obligated asset sale tender offer. We anticipate the asset sale tender offer will be completed by mid-August 2024." Spectrum's credit metrics will improve as a result of the transactions. Spectrum's operating performance has improved significantly against very easy comparable results over the last few quarters, including 125% growth of S&P Global Ratings-adjusted EBITDA to $288 million compared with the prior year as of the last-12-months (LTM) ended March 31, 2024. This has been driven primarily by margin expansion from declining input costs and cost savings initiatives, including 870 bps improvement in the company's gross margin compared with 2023. The improved performance has resulted in deleveraging to the low-5x area on an S&P Global Ratings-adjusted basis through March 31, 2024. S&P estimates Spectrum's S&P Global Ratings-adjusted leverage will decline to about 2.5x pro forma for exchangeable notes offering and remaining debt paydown that is contractually required by the asset sale provision triggered from the sale of its HHI business. Nevertheless, its financial policy with respect to share repurchases has remained aggressive over the last year. Since the close of HHI, Spectrum has transacted $970 million of share repurchases, inclusive of the $50 million repurchased in conjunction with its $350 million exchangeable notes offering. S&P believes Spectrum will continue to prioritize share repurchases in its capital allocation framework, and it also cannot rule out the possibility of debt financed mergers and acquisitions (M&A) in pet care or home and garden categories in the future. Spectrum's intention to separate its HPC business could negatively affect its credit ratios within the next year. S&P said, "We note the company has publicly announced its plans to separate its HPC business within the next year, which could result in Spectrum's EBITDA base for the remaining company declining about 25% from current levels. We have not directly incorporated a separation of the home and personal care (HPC) into our base case forecast, and the method for separation—possibly a sale, spin-off, IPO, or joint venture—is not known at this point. Absent a straight sale of the segment, there is potential that Spectrum will not realize material value separating HPC. A separation of the HPC segment would result in a smaller scale and less diverse overall consolidated business, but we recognize weak consumer demand and macroeconomic factors in recent years have resulted in volatility and underperformance in HPC, which we view as the weakest of Spectrum's three segments." Spectrum's business has undergone significant change in size and scope over the past several years as part of a broader strategy to divest non-core assets. In January 2019, Spectrum sold its global auto care and battery and lighting businesses to Energizer Holdings. In 2023, Spectrum also closed the sale of its HHI division to Assa Abloy—which we viewed as its strongest segment at the time with $1.6 billion in sales and nearly $300 million of operating income prior to the divestiture. In 2024, management outlined its strategic priority to become a pure play pet care and home & garden business, including possibly exploring M&A in these categories—though management has commented that it currently does not see any assets at an attractive valuation to pursue in the near term. S&P said, "The stable outlook reflects our expectation for S&P Global Ratings-adjusted leverage improvement to the mid-2x area following a $1.2 billion debt reduction connected with the company's contractually obligated asset sale tender offer. We anticipate the asset sale tender offer will be completed by mid-July 2024." S&P could lower the rating if operating performance declines considerably such that S&P Global Ratings-adjusted leverage is sustained above 4x. This could occur if: -- Consumer demand in the company's key categories deteriorates; -- The company's progress on margin expansion reverses, potentially due to a reignition of inflationary cost pressures; -- A separation of HPC provides little value to Spectrum Brands, such as minimal or no monetization of the asset along with a reduction in EBITDA, and stranded costs; or -- Financial policy becomes significantly more aggressive than we expect, potentially including debt financed M&A or share repurchases. S&P could raise the rating if: -- The company commits to significantly less aggressive financial policies; -- S&P has greater visibility into the medium-term business prospects around the potential HPC divestiture and M&A strategy; and -- The business performs in line with S&P's expectations such that S&P Global Ratings-adjusted leverage is sustained below 4x. STARCO BRANDS: Enters Into $12.5M Revolving Loan Agreement ---------------------------------------------------------- As disclosed by Starco Brands, Inc. in a Form 8-K filed with the Securities and Exchange Commission, on May 24, 2024, (i) the Company (ii) and each of Starco's subsidiaries, Whipshots Holdings, LLC, a Delaware limited liability company, Whipshots, LLC, a Wyoming limited liability company, The AOS Group Inc., a Delaware corporation, Skylar Body, LLC, a Delaware limited liability company, Soylent Nutrition, Inc., a Delaware corporation, and (iii) Gibraltar Business Capital, LLC, a Delaware limited liability company (the "Lender") entered into a Loan and Security Agreement, allowing Starco Brands to reduce its long term debt and expand its access to working capital. The Loan and Security Agreement provides for the following: A revolving line of credit in the amount not to exceed $12.5 million at any one time, or the Revolving Loan Commitment Amount in return for a first priority security interest in the Collateral. The Revolving Commitment Amount is supplemented by a Permitted Overadvance Amount of $1.5 million. The first $1.5 million in Revolving Loans drawn on this line will be considered permitted overadvances, and the Permitted Overadvance Amount shall be reduced by $125,000 beginning on June 1, 2024, and the first day of each month thereafter. The aggregate principal balance of all Revolving Loans outstanding at any time shall not exceed the Revolving Loan Availability, which is equal to the lesser of the Revolving Loan Commitment Amount or the Borrowing Base Amount. The Revolving Line matures on May 24, 2026, and such Maturity Date will be automatically extended for one year, subject to the satisfaction of certain terms and conditions described in the Loan and Security Agreement. Each Revolving Loan advanced under the Revolving Loan Commitment bears interest at a rate per annum equal to One Month Term SOFR plus the Applicable Margin. If a Revolving Loan or any portion thereof is considered a part of the Permitted Overadvance Amount under the Loan and Security Agreement, the Applicable Margin for such loan shall be increased by an additional two percent per annum. Revolving Loans may be repaid at any time and reborrowed up to, but not including the Maturity Date. On the Maturity Date, the outstanding aggregate principal balance of all Revolving Loans shall be due and payable. Accrued and unpaid interest on the unpaid principal balance of the Revolving Loans shall be due and payable commencing on June 1, 2024 and on the first date of each calendar month thereafter. All accrued and unpaid interest shall be due and payable on the maturity date. Subject to the satisfaction of certain terms and conditions described in the Loan and Security Agreement, the Borrowers may request to increase the Revolving Loan Commitment by an aggregate amount not less than $1 million not exceeding $2.5 million. Such request may be accepted by the Lender in its sole and absolute discretion. The Loan and Security Agreement contains customary limitations, including limitations on indebtedness, liens, fundamental changes to business or organizational structure, investments, loans, advances, guarantees, and acquisitions, asset sales, dividends, stock repurchases, stock redemptions, and the redemption, payment or prepayment of other debt, and transactions with affiliates. The Company is also subject to financial covenants, including a minimum EBITDA covenant and a maximum Unfinanced Capital Expenditures. The Loan and Security Agreement also contains customary events of default, including nonpayment of principal, interest, fees, or other amounts when due, violation of covenants, breaches of representations or warranties, cross defaults, change of control, insolvency, bankruptcy events, and material judgments. Some of these events of default allow for grace periods or are qualified by materiality concepts. Upon the occurrence of an event of default, the outstanding obligations under the Loan and Security Agreement may be accelerated and become due and payable immediately. Related Party Notes In connection with the Loan and Security Agreement, the Lender required Mr. Sklar, Starco's chief executive officer, to enter into a subordination agreement pursuant to which Mr. Sklar's rights under the (i) Convertible Promissory Note issued in favor of Ross Sklar, dated Feb. 14, 2022, as amended by the Amendment to Convertible Promissory Note, by and between Starco Brands, Inc. and Ross Sklar, dated May 10, 2024, and (ii) Consolidated Secured Promissory Note of Starco Brands, Inc., issued in favor of Ross Sklar, dated Aug. 11, 2023, would be subordinated to the Lender's rights under the Loan and Security Agreement. In addition, the obligations contemplated by the Loan and Security Agreement, included, among other things, the requirement that the Company and Mr. Sklar extend the maturity date of the 2023 Note to Aug. 31, 2026. The Amendment to Consolidated Security Promissory Note, by and between Starco Brands and Ross Sklar, dated May 31. 2024. In exchange for the subordination of, and maturity extension reflected in, the Amended 2023 Note, certain of the Revolving Loan available cash under the Loan and Security Agreement was used to repay the Convertible Note in its entirety and to pay down the interest and a portion of principal balance on the Amended 2023 Note. The repayment of these related party notes was approved by the disinterested members of the Company's board of directors. About Starco Brands Santa Monica, CA-based Starco Brands (OTCQB: STCB) -- starcobrands.com -- invents consumer products with behavior-changing technologies that spark excitement. Today, its disruptive brands include Whipshots, the world's only vodka-infused whipped cream; Art of Sport, the body care brand designed for athletes and co-founded by Kobe Bryant; Winona Pure, the first indulgent theater-popcorn spray powered by air; Skylar, the only fragrance that is both hypoallergenic and safe for sensitive skin; and Soylent, the complete non-dairy nutrition brand. A modern-day invention factory to its core, Starco Brands identifies whitespaces across consumer product categories. Starco Brands publicly trades on the OTCQB stock exchange so that retail investors can invest in STCB alongside accredited individuals and institutions. Irvine, California-based Macias, Gini, and O'Connell LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 3, 2024, citing that the Company has an accumulated deficit of approximately $63.8 million at Dec. 31, 2023 including the impact of its net loss of approximately $46.4 million for the year ended Dec. 31, 2023. Net cash provided by operating activities was $0.7 million for the year ended Dec. 31, 2023. The Company's ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing and the successful development of the Company's contemplated plan of operations, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. SUPERIOR READY: Gets OK to Tap James S. Wilkins as Legal Counsel ---------------------------------------------------------------- Superior Ready Mix of Texas, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to employ James S. Wilkins, PC as legal counsel. The firm's services include: (a) advise the Debtor with respect to its power and duties in the continued operation of the personal management of its property; (b) take necessary action to collect property of the estate and file suits to recover the same; (c) represent the Debtor in connection with the formulation and implementation of a Plan of Reorganization and all matters incident thereto; (d) prepare on behalf of the Debtor necessary legal papers; (e) object to disputed claims; and (f) perform all other legal services for the Debtor which may be necessary herein. James Wilkins, Esq., the primary attorney in this representation, will be compensated at his hourly rate of $425. The firm also received a retainer of $7,500 for pre-petition and post-petition services, costs, and filing fees. Mr. Wilkins disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James S. Wilkins, Esq. James S. Wilkins, P.C. 1100 NW Loop, 410, Suite 700 San Antonio, TX 78213 Telephone: (210) 271-9212 Facsimile: (210) 271-9389 Email: jwilkins@stic.net About Superior Ready Mix of Texas Superior Ready Mix of Texas, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50825) on May. 6, 2024. In the petition signed by Frank Shumate, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. James S. Wilkins, PC serves as the Debtor's bankruptcy counsel. SUPPLY CHAIN: Hires Kurtzman Carson as Claims and Noticing Agent ---------------------------------------------------------------- Supply Chain Warehouses Savannah LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Georgia to hire Kurtzman Carson Consultants LLC as its 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 Debtors' Chapter 11 cases. Prior to the petition date, the Debtor provided the firm a retainer in the amount of $50,000. The firm will bill the Debtor monthly and the Debtors agreed to pay out-of-pocket expenses incurred by the firm. Evan Gershbein, executive vice president of Kurtzman's Corporate Restructuring Services, 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: Evan Gershbein Kurtzman Carson Consultants, LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 Email: egershbein@kccllc.com About Supply Chain Warehouses Savannah, LLC Supply Chain Warehouses Savannah, LLC operates warehousing and storage facility. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ga. Case No. 23-40540) on June 23, 2023. In the petition signed by Phillip Lowell Stover, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Edward J. Coleman III oversees the case. Jon Levis, Esq., at Levis Law Firm, LLC, represents the Debtor as legal counsel. SUPPLY SOURCE: Asks Court to Approve Bid Rules for Asset Sale ------------------------------------------------------------- Supply Source Enterprises, Inc. and its affiliates will ask the U.S. Bankruptcy Court for the District of Delaware at a hearing on June 11 to approve the bid rules for their assets. The companies are selling substantially all of their assets to TZ SSE Buyer, LLC or to another buyer who will be selected as the winning bidder at a court-supervised auction. TZ SSE Buyer is a newly formed entity designated by the debtor-in-possession (DIP) lender as the stalking horse bidder. The offer received from the DIP lender includes a credit bid of $63 million and the assumption of certain liabilities of the companies. Under the proposed bid procedures, the deadline for interested buyers to place their bids on the assets is on June 24, at 4:00 p.m. (prevailing Eastern Time). The minimum bid for the assets must have a value that is greater than or equal to the sum of the value offered under the stalking horse agreement, plus $100,000 and up to $750,000 in expense Reimbursement. Interested buyers are required to provide a cash deposit in an amount equal to 10% of the proposed purchase price for the assets. The auction, if required, will be conducted on June 26, at 10:00 a.m. (prevailing Eastern Time). In the event TZ SSE Buyer is not selected as the winning bidder at the auction, it will receive expense reimbursement of up to $750,000, according to its stalking horse agreement with the companies. The agreement does not include a break-up fee. Judge Brendan Linehan Shannon will hold a hearing on June 11 to approve the proposed bid rules. About Supply Source Enterprises Supply Source Enterprises Inc. -- https://hig.com/portfolio/supply-source-enterprises/ -- is a virtual manufacturer of branded and private label personal protective equipment and janitorial, safety, hygiene and sanitation products. It is headquartered in Cleveland, Ohio. Supply Source Enterprises and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11054) on May 21, 2024. In its petition, Supply Source Enterprises reported $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped McDermott Will & Emery, LLP and Potter Anderson & Corroon, LLP as legal counsels; Thomas Studebaker of Triple P RTS, LLC (a Portage Point affiliate) as chief restructuring officer. Kurtzman Carson Consultants is the noting and claims agent. TADA VENTURES: Seeks to Hire Larry A. Vick as Bankruptcy Counsel ---------------------------------------------------------------- TADA Ventures, LLC, seeks authority from the United States Bankruptcy Court for the Southern District of Texas to employ Larry A. Vick, a licensed attorney in Texas, to serve as legal counsel in its Chapter 11 case. The professional's services include: a. analyzing the financial situation and rendering legal assistance to the Debtor; b. advising the Debtor with respect to its rights, duties, and powers in this case; c. representing the Debtor at all hearings and other proceedings; d. preparing schedules of assets and liabilities, statements of affairs, motions and other legal papers; e. representing the Debtor at any meeting of creditors; f. representing the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; g. preparing and filing a disclosure statement and Chapter 11 plan of reorganization; h. assisting the Debtor in analyzing the claims of creditors and in negotiating with such creditors; i. assisting the Debtor in any matters related to the case; and j. prosecuting and defending the Debtor in litigation as attorney for the Debtor in Possession. Mr. Vick will be paid at hourly rates as follows: Attorneys $450 He will also be reimbursed for its out-of-pocket expenses. The professional received a retainer in the amount of $12,500. Larry Vick, Esq., a partner at the Law Offices of Larry A. Vick, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Larry A. Vick, Esq. LAW OFFICES OF LARRY A. VICK 13501 Katy Freeway, Suite 1460 Houston, TX 77079 Tel: (832) 413-3331 Fax: (832) 202-2821 Email: lv@larryvick.com About TADA Ventures, LLC TADA Ventures, LLC owns and operates a commercial building known as the Kat Commerce Center, which is a two-story building with over 13,000 square feet of office space and an adjoining warehouse of 12,000 square feet. TADA Ventures filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-32199) on April 19, 2020. In the petition signed by Jean Stout, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Susan Tran Adams, Esq. at CORAL TRAN SINGH, LLP, represents the Debtor as counsel. TBOTG DEVELOPMENT: Seeks to Hire Kell C. Mercer as Legal Counsel ---------------------------------------------------------------- TBOTG Development, Inc., doing business as The Bluffs on the Guadalupe, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Kell C. Mercer, PC as its counsel. The firm's services include: (a) advise the Debtor with respect to its rights, duties and powers in the bankruptcy case; (b) advise the Debtor regarding compliance with United States Trustee guidelines; (c) assist and advise the Debtor in its consultations with creditors and parties in interest relating to the administration of the bankruptcy case; (d) attend meetings and negotiate with representatives of creditors and other parties in interest; (e) assist and advise the Debtor as to its communications, if any, to the general creditor body regarding significant matters in the bankruptcy case; (f) represent the Debtor at all necessary hearings and other proceedings; (g) review, analyze, and advise the Debtor with respect to applications, orders, statements of operations and schedules filed with the court; (h) assist the Debtor in formulating a Plan and Disclosure Statement, engage in negotiations regarding any Plan and Disclosure Statement, and prosecute a Plan and Disclosure Statement to confirmation, if possible; (i) assist the Debtor in preparing pleadings and applications as may be necessary in furtherance of its interests and objectives; and (j) perform such other legal services as may be required and are deemed to be in the interests of the Debtor in accordance with its powers and duties as set forth in the Bankruptcy Code. Kell Mercer, Esq., the primary attorney in this case, will be paid at his hourly rate of $400. Prior to the petition date, the firm was paid a deposit in the amount of $26,738, which included the Chapter 11 filing fee of $1,738. Mr. Mercer 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: Kell C. Mercer, Esq. Kell C. Mercer, P.C. 901 S. Mopac Expy. Bldg. 1, Ste. 300 Austin, TX 78746 Telephone: (512) 627-3512 Email: kell.Mercer@mercer-law-pc.com About TBOTG Development 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 sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10411) on April 16, 2024. In the petition signed by William T. Korioth, president, the Debtor disclosed $35,996,538 in total assets and $22,885,007 in total liabilities. Judge Shad Robinson oversees the case. Kell C. Mercer, PC represents the Debtor as legal counsel. TECHNIMARK HOLDINGS: Moody's Rates Extended 1st Lien Loans 'B2' --------------------------------------------------------------- Moody's Ratings assigned a B2 rating to Technimark Holdings LLC's proposed amended and extended senior secured first lien bank credit facility consisting of an upsized $562 million term loan due 2031 and $75 million revolving credit facility expiring 2029. All other ratings are unaffected, including the company's B3 corporate family rating and B3-PD probability of default rating. The stable outlook also remains unchanged. Moody's expects the revolver to be undrawn upon close with proceeds from the $100 million fungible incremental first lien term loan debt to be used to repay $90 million of the company's $200 million second lien term loan (unrated). Upon close of the transaction, Moody's expects to withdraw the B2 ratings on the company's existing first lien term loan and existing first lien revolving credit facility. Moody's views the transaction as credit positive as it extends all of Technimark's nearest significant maturities. Additionally, the term loan will be repriced as part of this transaction, which will modestly lessen Technimark's interest burden. RATINGS RATIONALE Technimark's B3 CFR reflects its high leverage, customer concentration, and limited free cash flow. Leverage has remained high since the LBO by Oak Hill Capital in 2021, recently exacerbated by de-stocking in healthcare end markets. Technimark's customer base is concentrated, and this concentration is mostly comprised of a blue-chip customer base, which signals that its customers have better bargaining power in negotiations. The credit profile is further constrained by the company's limited free cash flow generation as growth of the business is somewhat dependent on ongoing capital investment. Offsetting these challenges are Technimark's large proportion of revenues exposed to more stable end markets such as consumer packaged goods and healthcare. Moody's expect resilience in consumer packaged goods and growth in healthcare end markets despite decelerating macroeconomic conditions, which should support topline growth for Technimark. The rating is further supported by the company's long-term relationships with its customers, which allows it to win new business within the existing customer base. The stable outlook reflects the expectation of solid end market dynamics and new awards, which support earnings and free cash flow generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade to the ratings with debt/EBITDA below 5.75x, free cash flow (FCF)/debt of over 2.75%, and EBITDA/interest expense over 3.0x. Improving liquidity would also support an upgrade. Moody's could consider a downgrade to the ratings if Technimark fails to improve credit metrics or engages in material, debt-funded acquisitions or dividend distributions. Specifically, the ratings could be downgraded with debt/EBITDA above 6.5x, negative FCF/debt, or EBITDA/interest below 2.0x. Headquartered in Asheboro, North Carolina, Technimark Holdings LLC is a manufacturer of injection-molded components for the consumer packaging, healthcare and select consumer durable and non-durable end markets. Technimark has been a portfolio holding of Oak Hill Capital Partners since June 2021. The company generated about $827 million of revenue for the last twelve months ended March 30, 2024. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. TECHNIMARK HOLDINGS: S&P Rates New Incremental Term Loan B 'B-' --------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Asheboro, N.C.-based Technimark Holdings LLC's proposed $562 million incremental term loan B. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. Additionally, the company is seeking to reprice the term loan B facility and extend its maturity by three years to 2031. Technimark will use the $100 million in additional proceeds from the incremental term loan to partially repay its outstanding $200 million second-lien term loan, pay related fees and expenses, and for general corporate purposes. Concurrently, the company intends to reprice both its $75 million revolving credit facility due 2026 and second-lien term loan due 2029 while extending the maturities of both facilities by three years to 2029 and 2032, respectively. The proposed amend-and-extend transaction will likely lower Technimark's cash interest expense due to the expected favorable pricing on the new first-lien term loan B and second-lien term loan, as well as its partial paydown of the outstanding second-lien term loan. S&P's 'B-' issuer credit rating and stable outlook on Technimark are unchanged. TELEPHONE AND DATA: Fitch Puts 'BB+' LongTerm IDR on Watch Negative ------------------------------------------------------------------- Fitch Ratings has placed the 'BB+' Long-Term Issuer Default Ratings (IDRs) of Telephone and Data Systems, Inc. (TDS) and its subsidiary, United States Cellular Corp. (USM) on Rating Watch Negative (RWN). Fitch has also placed the 'BB+'/'RR4' senior unsecured debt ratings for both companies on RWN. In addition, TDS' preferred stock ratings of 'BB-'/'RR6' are also placed on RWN. USM's ratings consider the consolidated ratings at TDS. The rating action follows the company's recent announcement of sale of USM's wireless operations and certain spectrum to T-Mobile USA. The RWN reflects a much smaller scale and lesser diversification of the proforma wireline and tower business once the wireless divestiture is complete. The action also entails a lack of clarity on the company's financial and capital allocation policies following transaction close. Fitch expects to resolve the RWN once the transaction is complete under the announced terms, which is expected to take longer than six months, with expected close in mid-2025. Fitch would look for clarity on the company's financial and capital allocation strategy to resolve the RWN. KEY RATING DRIVERS Sale of Wireless Business: On May 28, 2024, TDS announced that its subsidiary, USM, has entered into an agreement to sell its wireless operations, and certain spectrum assets to T-Mobile USA (T-Mobile) for a purchase price of $4.4 billion, subject to certain adjustments. The consideration is payable in cash and includes assumption of up to $2.044 billion of USM's debt by T-Mobile. The latter is dependent on the result of exchange offers that T-Mobile will conduct to exchange USM notes at par and at similar terms with T-Mobile's notes before close. The agreement follows a months-long strategic review process announced in August 2023 and has been unanimously recommended by USM's independent directors and unanimously approved by the boards of directors of both USM and TDS. The transaction is expected to close in mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions. USM will retain the towers business, its interest in equity method investments, including the Los Angeles SMSA Limited Partnership (LA Partnership) and 70% of the current spectrum holdings. The equity method investment interests generated $158 million of equity method income and $150 million in distributions in 2023. The tower business generated approximately $100 million in revenue in 2023. In addition, USM will benefit from the potential to opportunistically monetize the retained spectrum. The agreement also provides that T-Mobile will be a long-term tenant on a minimum of 2,015 incremental towers owned by USM, and extend the lease term for approximately 600 towers where T-Mobile is already a tenant. This will ensure continued, uninterrupted service for USM customers and create a long-term contracted revenue stream from a strong anchor tenant for at least 15 years after the close of the transaction. Lack of Clarity on Proforma Financial Policy: TDS has not disclosed its financial policy, including a leverage target or pro forma capital structure at close of the transaction. There is also uncertainty around the participation rates on the exchange-offer of the USM unsecured notes. USM will be required to repay roughly $900 million in term loans from proceeds from the sale of the wireless business at close. Fitch believes the company will continue to maintain a conservative financial policy and manage leverage below current levels. Fitch has assumed some debt reduction at TDS using assumed proceeds of distributions from USM. This is in line with the company's expectation to use the proceeds to fund the fiber build-outs and reduce leverage, and may include return to shareholders or investment in growth opportunities. Spectrum Provides Monetizing Opportunity: USM will retain approximately 70% of its current spectrum holding including the C-band and CBRS spectrum assets at transaction close. Fitch expects USM to opportunistically monetize the retained spectrum although there is uncertainty regarding the market value and timing of such a transaction. Fitch estimates the book value of retained spectrum at approximately $3.4 billion, indicating substantial monetization benefits in the future. Sufficient Liquidity Profile: TDS and USM's ratings reflect increased financial flexibility over the forecast, supported by expectation of ample liquidity from net proceeds from the sale of the wireless business, reduced interest expense assuming reduction in debt and leverage commensurate with the new operating scale of the business and reduced dividend payments. TDS announced the company will cut its dividend to approximately 20% of the previous level, starting in 2Q'24. In addition, Fitch expects TDS to turn FCF positive over the forecast supported by the above factors as well as lower overall capex post-transaction close. Fitch expects capex intensity near 30% for the wireline business over the next couple of years, moderating in later years. However, given the uncertainty around use of proceeds, FCF expectations may vary should the company adopt an aggressive or shareholder-friendly financial policy. Noncore Assets Provide Flexibility: While Fitch believes TDS considers USM's 5.5% stake in the Los Angeles partnership and its tower portfolio as core assets, Fitch also recognizes that these assets provide the company with additional sources of financial flexibility should the need arise as it pursues growth investments. Parent Subsidiary Linkage: Fitch links the ratings of TDS and USM, based on a strong subsidiary /weak parent approach. The linkage incorporates TDS's current significant ownership (83%) and control of USM, and 'open' legal ring fencing under Fitch's criteria. Thus, the IDRs are equalized. DERIVATION SUMMARY TDS' ratings at transaction close will reflect its proforma business profile, smaller scale partially offset by benefits from the higher margin and more stable tower business at USM; and higher margin fiber business at TDS Telecom. Fitch believes the company's smaller scale and reduced diversification will limit its ratings below investment grade. Fitch-rated investment grade peers in the telecom sector, including national wireless service providers AT&T Inc. (BBB+/Stable), Verizon Communications Inc. (A-/Stable) and T-Mobile USA, Inc. (BBB+/Stable), are much larger in scale and benefit from geographic/ service level diversification. In cable, Comcast Corporation (A-/Stable) has much larger scale, leading market position and diversification from telecom and media assets. On the wireline side, TDS is comparable with rural-focused incumbent wireline providers such as Frontier Communications Holdings, LLC. (B+/Negative) and Windstream Services, LLC (B/Rating Watch Evolving). However, compared with these companies, TDS has lower leverage (on an adjusted basis) and greater financial flexibility. In the towers business, USM competes with market leaders American Towers Corporation (BBB+/Stable), Crown Castle Inc. (BBB+/Negative) and SBA Communications that are much larger in scale and have better geographic or product diversification. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer Include - Fitch assumes that USM's sale of wireless operations and certain spectrum holdings closes on July 1, 2025. Fitch has assumed gross proceeds of $4.4 billion and net proceeds of roughly $1.45 billion, net of taxes and transaction fees and costs and assuming substantially all of USM unsecured notes debt assumption by T-Mobile. Fitch assumes pro forma revenue will include approximately $160 million of steady state tower revenue at USM. TDS Telecom revenue is expected to grow in low to mid-single digits over the forecast. - Fitch expects overall EBITDA margins to increase over the forecast as a result of the higher margin tower business in the remaining USM and increasing EBITDA margins at TDS Telecom as the company continues to progress on fiber penetration as well as savings from cost optimization efforts. - Dividends reduced to 20% of previous dividend level starting from 2Q'24. - Capex intensity at TDS Telecom at about 30% for 2024 ad 2025 - Fitch provides 50% equity credit TDS's preferred stock. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Resolution of the RWN and assignment of a Stable Outlook will depend on clarity of TDS' financial policy and capital allocation policy post transaction close. If the transaction does not close, Fitch believes that competitive factors coupled with TDS's relative position in the wireless industry would not likely allow a positive rating action in the near term. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The potential for a negative rating action will depend on clarity of TDS' financial policy and capital allocation policy post transaction close. If the transaction does not close and if core telecom leverage (total debt/EBITDA) calculated including credit for material wireless partnership distributions in EBITDA approaches 3.5x, a negative rating action could occur. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity Profile: TDS has a cash balance of $249 million as of March 31, 2024. Of this, USM holds approximately $185 million. The company has a combined availability of approximately $499 million, net of LCs, on the revolvers at TDS and USM. In addition, USM has a $450 million equipment installment plan (EIP) receivables securitization facility and had availability of $310 million under it as of March 2024. Fitch expects increased financial flexibility over the forecast, supported by expectation of ample liquidity from net proceeds from the sale of the wireless business, reduced interest expense assuming reduction in debt and leverage commensurate with the new operating scale of the business and reduced dividend payments. TDS announced the company will cut its dividend to approx. 20% of the previous level, starting 2Q'24. Debt Structure Updates: Fitch does not have a clarity on the capital structure at transaction close. Currently, TDS has three unsecured term loans: a $200 million facility maturing in July 2028, a $300 million facility maturing in July 2031 and a new $375 million term loan (including undrawn DDTL of $75 million) maturing in May 2029. The outstanding balance under these were $196 million, $296 million and $300 million, respectively, as of March 31, 2024. The DDTL commitment of $75 million under the new $375 million term loan runs through November 1, 2025. TDS also has a $300 million 1st Lien Secured Term Loan maturing in June 2026. USM has three term loans: $300 million maturing in July 2026, $300 million maturing in July 2028 and $200 million maturing in July 2031. As of March 31, 2024, the outstanding balances on the three loans are $292 million, $293 million and $198 million, respectively. In April 2024, the company repaid $75 million of its outstanding balance on its EIP facility. TDS and USM also have a $150 million export credit facility with Export Development Canada (EDC), each maturing in 2027. Both term loans are fully drawn. At transaction close, USM will be required to repay its term loans. The main financial covenants in the TDS' and USM's term loan facilities and revolving facilities require total consolidated interest coverage to be no less than 3.0x and the total consolidated leverage ratio to be no more than 4.0x through 1Q25 and 3.75x starting 2Q25. During 2021, TDS issued approximately $1.11 billion of perpetual preferred stock in two separate series. The company used the proceeds from preferred stock issuances to redeem all its outstanding notes. Fitch provides a 50% equity credit to the preferred notes. The preferred stock is expected to remain outstanding at transaction close. ISSUER PROFILE TDS is the diversified telecom company in the United States that serves about 6 million customers nationwide. The company provides wireless services through its 83% owned subsidiary, USM. On May 28, 2024, the company announced agreement to sell wireless business to T-Mobile. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch provides 50% equity credit to TDS's preferred stock. Fitch applied a 2.0x debt-to-equity multiple when adjusting for outstanding EIP receivables related to USM's financial services operations. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Click here to access Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Telephone and Data Systems, Inc. LT IDR BB+ Rating Watch On BB+ senior unsecured LT BB+ Rating Watch On RR4 BB+ preferred LT BB- Rating Watch On RR6 BB- United States Cellular Corp. LT IDR BB+ Rating Watch On BB+ senior unsecured LT BB+ Rating Watch On RR4 BB+ TELLURIAN INC: Aethon to Buy Integrated Upstream Assets for $260M ----------------------------------------------------------------- Tellurian Inc. and Aethon Energy Management LLC announced an agreement for Aethon to acquire Tellurian's integrated upstream assets for $260 million, alongside a Heads of Agreement for Aethon to purchase two million tons per annum (mtpa) of liquified natural gas (LNG) from Tellurian's Driftwood LNG plant. The assets will expand Aethon's footprint in the Louisiana Haynesville and Bossier shale basins with approximately 31,000 net acres, including gathering and treating systems that have capacity for up to 100 million cubic feet per day (MMcf/d) that will bring Aethon's pro forma gathering and treating capacity to over 3 Bcf/d across its assets. The Heads of Agreement contemplates the parties negotiating a 20-year offtake agreement which would be indexed to Henry Hub plus a liquefaction fee, with appropriate credit support, to provide the basis for project financing of Driftwood LNG. Aethon will continue to explore additional opportunities to bring value to Driftwood LNG following the transaction. The transaction is expected to close during the second quarter of 2024, and Tellurian will use the proceeds to reduce borrowings and for general corporate purposes. Tellurian Executive Chairman Martin Houston said, "Today's agreements with Aethon take us several steps closer to developing the Driftwood LNG project, for which Aethon is a vital partner. The offtake agreement for two mtpa provides the foundation to accelerate Driftwood and demonstrates that we have successfully aligned our commercial offerings to meet the needs of potential customers. For Tellurian, the proceeds from the sale of our upstream assets allow us to retire senior secured notes and strengthen our balance sheet for the long term. This is an important moment for our company, as Tellurian continues to make progress against our strategic plan." "The expanding scale of our vertically integrated business continues to deliver capital efficiency and industry-leading margins as we work to accelerate the role of natural gas in the broader energy transition," said Aethon Energy Chief Executive Officer Albert Huddleston. "This Fund II and Fund III acquisition provides complementary growth opportunities alongside our extensive upstream and midstream footprint in the Haynesville with more than 20 years of existing inventory life. Our partnership with Tellurian will provide our downstream LNG customers with the lowest methane emission intensity in North America." Lazard served as financial advisor to Tellurian in this transaction, and Akin Gump served as legal counsel. Gibson Dunn provided legal counsel for Aethon. About Tellurian Tellurian Inc., a Delaware corporation, is a Houston-based company that is developing and plans to own and operate a portfolio of LNG marketing and infrastructure assets that includes an LNG terminal facility and related pipelines. The Driftwood terminal and related pipelines are collectively referred to as the "Driftwood Project." The Company also owns upstream natural gas assets; on Feb. 6, 2024, the Company announced that it is exploring a sale of those assets. As of Dec. 31, 2023, the Company's upstream natural gas assets consist of 30,034 net acres and interests in 161 producing wells located in the Haynesville Shale trend of northern Louisiana. Houston, Texas-based Deloitte & Touche LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 23, 2024, citing that the Company has incurred recurring losses from operations and has yet to establish an ongoing source of revenues that is sufficient to cover its future operating costs and obligations as they become due for the twelve months following the date these consolidated financial statements are issued, which raises substantial doubt about its ability to continue as a going concern. TERRAFORM LABS: Seeks to Extend Plan Exclusivity to Sept. 17 ------------------------------------------------------------ Terraform Labs Pte. Ltd., asked the U.S. Bankruptcy Court for the District of Delaware to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to September 17 and November 18, 2024, respectively. The Debtor claims that this Chapter 11 Case is complex. The Debtor operates a unique business model within an inherently complex cryptocurrency and blockchain industry. The Debtor's business depends on attracting users to use, and developers to build useful applications on, the Terra blockchain. The Debtor, as the creator of the blockchain, is a key member of the community and has an active role in ensuring the community stays together by continuing to maintain the capability of the blockchain and the applications on it. The Debtor continues to develop a number of intricate applications used throughout the blockchain while maintaining control over the administration of several integrated wallets. Further, the Debtor employs over 60 full time employees, along with the services of independent contractors and temporary workers, employed in Singapore, the United States, Portugal, and elsewhere. With these intricacies and its unique knowledge, the Debtor best understands how its business works and can determine its future and the appropriate actions to take after the Remedies Hearing and towards a successful chapter 11 plan. The Debtor explains that the number and breadth of the legal challenges the company is facing, as described in more detail in the First Day Declaration, add to the complexity of this Chapter 11 Case. Although the SEC Enforcement Action has been center stage during the last few months, the Debtor is facing other litigation that is proceeding notwithstanding the automatic stay. Since before the Petition Date, the Debtor has been the subject of a Department of Justice (the "DOJ") grand jury investigation in the Southern District of New York, looking into the Debtor's business and current and former employees of the Debtor, including the Debtor's former Chief Executive Officer and current majority shareholder, Do Kwon. In addition, the Debtor continues to be engaged in the Singapore Action, which involves alleged former purchasers of certain cryptocurrency tokens claiming they were misled by alleged representations on the Debtor's website. The Debtor deposited $57 million into an escrow account with the Singapore Court pending the outcome of this litigation. Further, an extension of the Exclusive Periods will not prejudice the Debtor's stakeholders. On the contrary, an extension of the Exclusive Periods will enable the Debtor to reassess its plan for the business, which will aid constructive negotiations with stakeholders over a chapter 11 plan. Allowing another party to propose a competing plan at this juncture in the Chapter 11 Case will only hamper the Debtor's chances of negotiating a consensual plan with its stakeholders. About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- operates a price-stable cryptocurrency. The Company seeks to power the next-generation payment network and grow the real GDP of the blockchain economy. Terraform labs provides financial infrastructure for the next generation of decentralized application. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on January 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by: Zachary I Shapiro, Esq. Richards, Layton & Finger, P.A. 1 Wallich Street #37-01 Guoco Tower 078881 TIJUANA FLATS: Gets OK to Tap Thames | Markey as Bankruptcy Counsel ------------------------------------------------------------------- Tijuana Flats Restaurants, LLC and Tijuana Flats #176, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Thames | Markey to handle their Chapter 11 cases. The firm's hourly rates range from $145 for paralegals to $545 for partners. Prior to the petition date, the firm received a retainer of $140,000 from the Debtors. Richard Thames, a managing partner at Thames | Markey, 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: Richard R. Thames, Esq. Thames | Markey 50 North Laura Street, Suite 1600 Jacksonville, FL 32202 Telephone: (904) 358-4000 Email: rrt@thamesmarkey.law About Tijuana Flats Restaurants 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. Tijuana Flats Restaurants, LLC and Tijuana Flats #176, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 24-01128) on April 19, 2024. In the petitions signed by Joseph D. Christina, chief executive officer, Tijuana Flats Restaurants disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Jason A. Burgess oversees the cases. Richard R. Thames, Esq., at Thames | Markey represents the Debtors as legal counsel. TIPPETT STUDIO: Hires Kornfield Nyberg as Bankruptcy Counsel ------------------------------------------------------------ Tippett Studio, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Kornfield, Nyberg, Bendes, Kuhner & Little, P.C., as its attorney. The firm will provide these services: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-possession and the continued operation of its business and management of its property; b. prepare on behalf of the Debtor, as debtor-in-possession, the necessary applications, answers, orders, reports and other legal papers; c. prepare and prosecute plan of reorganization in this chapter 11 bankruptcy; and d. perform all other legal services for the Debtor which may be necessary in the bankruptcy case. The firm will be paid at these rates: Eric A. Nyberg, Esq. $525 per hour Chris D. Kuhner, Esq. $525 per hour Sarah L. Little, Esq. $475 per hour Gail Michael, Paralegal $75 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the firm a pre-petition retainer of $75,000. Chris D. Kuhner, a partner at Kornfield Nyberg Bendes Kuhner & Little, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Nyberg Bendes can be reached at: Chris D. Kuhner, Esq. Kornfield Nyberg Bendes Kuhner & Little, P.C. 1970 Broadway, Suite 600 Oakland, California 94612 Tel: (510) 763-1000 Fax: (510) 273-8669 Email: c.kuhner@kornfieldlaw.com About Tippett Studio, Inc. Tippett Studio, Inc. is an established evergreen Media Production house enabling film makers and creative directors to realize their vision through creation of high-end digital effects for feature films, episodic content, commercials and immersive experiences. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-40657) on May 1, 2024. In the petition signed by Gary Mundell, president and chief executive officer, the Debtor disclosed $5,362,065 in assets and $9,826,417 in liabilities. Chris Kuhner, Esq., at KORNFIELD, NYBERG, BENDES, KUHNER & LITTLE P.C., represents the Debtor as legal counsel. TOMMY'S FORT WORTH: Hires Omni Agent Solutions as Claims Agent -------------------------------------------------------------- Tommy's Fort Worth, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Omni Agent Solutions as claims and noticing 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. Omni will be billed at hourly rates ranging from $40 to $250. The Debtor agrees to reimburse the firm's out-of-pocket expenses. The firm will serve monthly invoices to the Debtor. 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 Omni Agent Solutions 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 Tommy's Fort Worth Tommy's is a premium boat dealer with 16 locations across the United States. Tommy's Fort Worth, LLC and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Lead Case No. 24-90000) on May 20, 2024. The petitions were signed by Monica S. Blacker as chief restructuring officer. At the time of filing, the Lead Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Edward L. Morris presides over the case. Liz Boydston, Esq. at GUTNICKI LLP represents the Debtor as counsel. TRANSCENDIA HOLDINGS: S&P Withdraws 'CCC-' Issuer Credit Rating --------------------------------------------------------------- S&P Global Ratings withdrew all of its ratings on Transcendia Holdings Inc., including the 'CCC-' issuer credit rating, at the issuer's request. The company requested the withdrawal following the completion of its refinancing and the full repayment of its rated debt. At the time of the withdrawal, S&P's outlook on Transcendia was negative. UNIVERSAL-1 IMPORTS: Court OKs Cash Collateral Access Thru July 31 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, authorized Universal-1 Imports, Inc. to use cash collateral, on an interim basis, in accordance with the budget, through July 31, 2024, subject to a further hearing. Green Tree Capital, LLC asserts an interest in the Debtor's cash collateral. The court said the Debtor is authorized to pay: -- the amount of $40,000 to Green Tree Capital on or before May 31, 2024 as adequate protection for the months of April and May, 2024; -- the amount of $20,000 to Green Tree Capital on or before June 20, 2024 as adequate protection for the month of June 2024; -- the amount of $20,000 to Green Tree Capital on or before July 19, 2024 as adequate protection for the month of July 2024; and -- the amount of $20,000 to Green Tree Capital on or before August 20, 2024 as adequate protection for the month of August 2024. A further hearing on the matter is set for July 10 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=BS9HMF from PacerMonitor.com. About Universal-1 Imports, Inc. Universal-1 Imports, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11338) on Feb. 13, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Scott M Grossman presides over the case. Susan D. Lasky, Esq. at Susan D. Lasky PA represents the Debtor as counsel. USBID INC: 96% Markdown for $7.1MM Star Mountain Loan ----------------------------------------------------- Star Mountain Lower Middle-Market Capital Corp has marked its $7,154,451 loan extended to USBid Inc to market at $268,000 or 4% of the outstanding amount, as of March 31, 2024, according to a disclosure contained in Star Mountain's Form 10-K for the Fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission. Star Mountain is a participant in a First Lien Senior Secured Term Loan to USBid Inc. The loan accrues interest at a rate of 12.56% Payment in Kind (S + 7.26%) per annum. The loan matures on November 3, 2027. Star Mountain said the loan is on non-accrual status. Star Mountain Lower Middle-Market Capital Corp. is an externally managed, closed-end management investment company and has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended. The Company's investment objectives are to generate current income and capital appreciation. Star Mountain is led by Brett A. Hickey, Chief Executive Officer and President; and Christopher J. Gimbert, Chief Financial Officer. The fund can be reach through: Brett A. Hickey Star Mountain Lower Middle-Market Capital Corp 140 E. 45th Street, 37th Floor New York, NY 10017 Tel: (212) 810-9044 USBid Inc. distributes electronic parts and components. The Company offers products such as circuit board, semiconductors, discrete and passive devices, connectors, electro-mechanical, and power supplies. USBid serves customers worldwide. VALOR AMMUNITION: Hires Brian D. Johnson PC as Bankruptcy Counsel ----------------------------------------------------------------- Valor Ammunition, Inc. filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Utah to employ Brian D. Johnson, P.C. as counsel to handle its Chapter 11 bankruptcy case. The firm will be paid at these rates: Attorneys $350 per hour Paralegals $150 per hour The firm will be paid a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian D. Johnson, Esq., a partner at Brian D. Johnson, 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: Brian D. Johnson, Esq. Brian D. Johnson, P.C. 290 25th St. Suite 208 Ogden, UT 84401 Tel: (801) 394-2336 About Valor Ammunition, Inc. Valor Ammunition, Inc. manufactures and sells match-grade polymer coated cast bullets. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-21517) on April 3, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Eli Richard Crandall, president, signed the petition. Judge Peggy Hunt presides over the case. Brian D. Johnson, Esq., at Brian D. Johnson, P.C. represents the Debtor as legal counsel. VICTORY CLEAN: Accell Audit & Compliance Raises Going Concern Doubt ------------------------------------------------------------------- Victory Clean Energy, Inc. disclosed in a Form 10-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. Tampa, Fla.-based Accell Audit & Compliance, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated May 15, 2024, citing that the Company has incurred net losses and negative cash flow from operations since inception. These factors and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company's ability to continue as a going concern. Historically the Company has experienced, and continues to experience, net losses, net losses from operations, negative cash flow from operating activities, and working capital deficits. For the years ended December 31, 2023, and 2022, the Company reported net losses of $538,703 and 321,484, respectively. The Company has incurred an accumulated deficit of $99,776,605 through December 31, 2023, and has a working capital deficit of $4,217,011 at December 31, 2023. The Company anticipates that operating losses will continue in the near term as our management continues its efforts to raise additional capital and pursue the development and implementation of clean, sustainable low-cost energy solutions with applications across various industries, including transportation, power generation, and industrial processes Based upon anticipated new sources of capital, and cash flow from operations, the Company believes it will have enough capital to cover expenses through at least the next 12 months. The Company will continue to monitor liquidity carefully, and in the event it does not have enough capital to cover expenses, it will make the necessary and appropriate reductions in spending to remain cash flow positive. While management believes its plans, including the Merger, help mitigate the substantial doubt that it is a going concern, there is no guarantee that the plans will be successful or if they are, will fully alleviate the conditions that raise substantial doubt about its ability to continue going concern. A full-text copy of the Company's Form 10-K is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/700764/000107997324000746/vyey_10k.htm About Victory Clean Austin, Texas-based Victory Clean Energy, Inc. is a Green Hydrogen energy company dedicated to developing and implementing clean, sustainable low-cost energy solutions with applications across various industries, including transportation, power generation, and industrial processes. As of December 31, 2023, the Company has $1,638,085 in total assets, $5,725,408 in total liabilities, and $4,087,323 in total stockholders' deficit. VICTORY TRANSPORTATION: Seeks Cash Collateral, DIP Loan ------------------------------------------------------- Victory Transportation, LLC asks the U.S. Bankruptcy Court for the Eastern District of Washington for authority to use cash collateral and continue operating under the prepetition factoring agreement with a Debtor-in-possession amendment to sell accounts post-petition and incur credit. Since September 9, 2020, Victory and RTS Financial Services, Inc. maintained a Factoring Agreement whereby Victory agreed to present to RTS for purchase, and RTS was given an option to purchase accounts on the terms and conditions in that Prepetition Factoring Agreement. As of the Petition Date, the accounts that have been submitted to RTS total as of Petition Date, $1.5 million. Victory and RTS have agreed to enter, subject to Court approval, into the DIP Agreement which will supplant the existing agreement as of the filing dale. Pursuant to the DIP Agreement, Victory will submit to RTS all of its accounts arising from its business with the exception of five small non-brokered accounts Amazon, VP1Windows, URM, Orgill, Heartwood Biomass. These are small local deliveries and these local, occasional customers are not in the factored accounts so long as they all do not exceed 10% per customer or 15% combined or the accounts receivables. RTS reserves the right to stop buying invoices if those parameters are exceeded. RTS may purchase all of Victory's rights, title and interest in and to such accounts as RTS determines in its sole discretion for the purchase price and factoring charge set out in the DIP Agreement. Pursuant to the DIP Agreement, Victory makes representations with respect to the Purchased Accounts that it sells RTS, including that Victory is the owner of the account and that the account is and will remain a bona fide existing obligation, and that the Purchased Accounts are not subject to any lien, encumbrance, security interest or any other claim. RTS duly perfected its first priority ownership interest in the Purchased Accounts. as well as its first priority security interest in the Collateral, including non-purchased accounts by filing a UCC-1 Financing Statement with the Washington Secretary of State on 09/10/2020 under file number 2020-254-4339-2, 03/03/2023 under file number 2023-062-6337-4, 05/19/2023 under file number 2023-139-9350-9,05/03/2024 under file number 2024-124-0749-5 and 05/06/2024 under file number 2024. A copy of the motion is available at https://urlcurt.com/u?l=3oIHWI from PacerMonitor.com. About Victory Transportation, LLC Victory Transportation, LLC offers flexible freight transportation solutions that involve multiple modes of transport, including road, rail, and sea. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wash. Case No. 24-00802) on May 17, 2024. In the petition signed by Igor Chernetskiy, chief executiveofficer, member, the Debtor disclosed $3,082,023 in assets and $2,867,518 in liabilities. Judge Frederick P. Corbit oversees the case. Elizabeth M. McBride, Esq., at ELIZABETH M. MCBRIDE, P.S. CORP., represents the Debtor as legal counsel. VILLAGE OF GERMANTOWN: Fitch Affirms 'BB-' IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has removed The Village of Germantown, TN (TVAG) from Rating Watch Negative (RWN). Fitch has affirmed TVAG's Issuer Default Rating (IDR) at 'BB-'. Fitch has also affirmed the following bonds issued by The Health, Educational and Housing Facility Board of the County of Shelby, TN on behalf of TVAG at 'BB-': - $19,250,000 residential care facility mortgage revenue bonds series 2014. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- The Village at Germantown (TN) LT IDR BB- Affirmed BB- The Village at Germantown (TN) /General Revenues/1 LT LT BB- Affirmed BB- The removal of the RWN and the rating affirmation reflect an improved credit situation at TVAG. TVAG was able to produce debt service coverage above its 1.2x covenant for each of the last two quarters (Q4 2023 and Q1 2024), which fulfilled a requirement put in place by the majority bondholder as part of a waiver for a 2022 debt service coverage violation. While the Q4 2023 coverage was helped by a one-time property tax credit payment, the coverage in Q1 2024 (1.86x according to bond disclosure documents) was supported by improved underlying operating performance, mostly related to lower operating expenses, and a very good quarter for net entrance fee receipts. Net entrance fee receipts were $955,000 as compared to $1.4 million for all of 2023. TVAG engaged a marketing and sales consulting firm, which has led to an improved pipeline of prospects and more sales. However, the continued pace of turnover from independent living (IL) has kept IL occupancy flat at just under 80%, with seven move-ins in Q1 offset by seven transitions out of IL. Management has reported a slowdown in the turnover in recent months while IL demand and sales have remained steady. TVAG's debt service coverage will be tested again at the end of the calendar year. Fitch believes TVAG will meet the covenant in 2024, given the strong start to the year and the velocity of sales. The stable outlook reflects this debt service coverage assumption as well as TVAG's good unrestricted liquidity for the rating level. At March 31, 2024, TVAG had days cash on hand (DCOH) of 262 and cash to adjusted debt (inclusive of a debt service fund) of 35.9%. SECURITY The bond are secured by a gross revenue pledge and first mortgage lien. A debt service reserve fund provides additional security. KEY RATING DRIVERS Revenue Defensibility - 'bb' Challenged IL Occupancy; Improving Sales The weak revenue defensibility largely reflects a decline in IL occupancy since 2019, when IL occupancy was 92%. Since then, IL occupancy has been on a downward trend and over the last 18 months has stabilized at just under 80%. IL occupancy in Q1 2024 averaged 77%. The challenges in occupancy has been mostly with smaller two-bedroom and one-bedroom apartments. Currently all 28 of TVAG's villas, which are its largest units, are occupied, and occupancy in the 73 IL apartments that are larger than 1,300 sq. ft. is just under 85%. A competitor located approximately seven miles away opened in 2021 and also has a sizable number of unsold smaller units. The marketing and sales consultant that TVAG is working with is beginning a targeted marketing campaign to fill these smaller units. Overall sales were good in Q1 24 along with a good pipeline of prospective sales, which should keep sales at a healthy pace through the summer. The success of TVAG's efforts to increase IL occupancy and enhance cash flow will largely hinge on turnover rates in the coming months. Occupancy in assisted living and skilled nursing have also improved and were at 98% and 84%, respectively in Q1 2024. Operating Risk - 'bb' Stressed Operating Metrics TVAG's operating performance has deteriorated due to lower IL occupancy in the last two years, coupled with the staffing and inflationary challenges that the sector has been experiencing. Historically, its operating ratio was around 95%. In 2021, the operating ratio rose to almost 100%, and in 2022 it rose to 114%. The operating ratio improved to 102.5% in 2023, but this remains consistent with a weaker operating risk assessment. Results in Q1 FY24 are much improved with a 93.6% operating ratio, which is better than budget. The positive performance is primarily due to lower operating expenses, helped by lower marketing and healthcare costs and a property tax credit, which brought the property tax expense in under budget. Net entrance fee receipts and TVAG's net operating margin - adjusted (NOMA) was at 24.8%, the highest it has been since 2018. The NOMA was below 10% in the last two years. TVAG's capital spending has averaged about 63.4% of depreciation in the last five years, which is consistent with the weaker assessment. Despite the lower capital spending, the average age of plant was 11.8 years, in 2023, which is good. Debt metrics are mixed. MADS as a percentage of revenue was 16% in 2023, which is just outside the midrange assessment levels. Debt to net available, which reflects more the operational performance, was stressed in 2023, at 18.2x, and with the better operating performance in Q1 2024, that figure moderated to 7.6x. Financial Profile - 'bb' Thin Financial Profile As of YE 2023, TVAG had unrestricted cash and investments of approximately $17 million, which was down from $21.2 million at YE 2022. Unrestricted cash and investments (inclusive of a debt service reserve fund), represented about 35.3% of total adjusted debt. Debt coverage as calculated by Fitch was 0.8x; however, as part of the waiver agreement TVAG was tested on debt service coverage in Q4 2023 and in Q1 2024, instead of at YE 2023, so TVAG did not violate a debt service coverage covenant. Fitch's base case scenario, which is a reasonable forward look of financial performance over the next five years given current economic expectations, shows TVAG's operating ratio at about 100% over the next few years, with capital spending expected to remain below depreciation and focused on renovations of turned over apartments. Entrance fees are expected to be stronger in the next few years and then stabilize closer to historical levels. Fitch's stress scenario assumes an economic stress (to reflect both operating and equity volatility). The portfolio stress is specific to TVAG's asset allocation. The base case forward look shows TVAG's key adjusted leverage metrics remining consistent with the lower end of the 'bb' category. Metrics are thinner in the stress but remain in the 'bb' category, but the thinner metrics emphasize the execution risk over the next few years. TVAG would need to further improve performance to rebuild its balance sheet and cash flow. Asymmetric Additional Risk Considerations No asymmetric risks informed the rating outcome. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to consistently make the 1.2x debt service coverage covenant. - A reversal in the positive marketing and sales trend such that IL occupancy falls to below 75% - Operating ratios that stabilize above 100%. - A deterioration in unrestricted liquidity such that DCOH falls to below 200 days and cash to adjusted debt falls to about 25%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improved cash flow driven by IL occupancy above 80% such that the operating ratio is below 100%, debt service coverage is consistency above 1.5x, and unrestricted cash and investment shows organic growth. PROFILE TVAG is a Tennessee not-for-profit corporation organized in 2000 that owns and operates a single site life plan community located in Germantown, TN. It was organized with the assistance of Methodist LeBonheur Healthcare and has been affiliated with Methodist LeBonheur Healthcare since its inception. TVAG is the only member of the obligated group, and Methodist LeBonheur Healthcare has no obligation with regard to TVAG's outstanding bonds. TVAG and Methodist LeBonheur Healthcare are parties to an affiliation agreement through which Methodist LeBonheur Healthcare receives an annual affiliation fee of $75,000 and provides assistance and support in the development and operation of TVAG. Fitch views the affiliation favorably as it provides TVAG with unique access to Methodist LeBonheur Healthcare's broad knowledge base and expertise in healthcare, regulatory and operational matters. TVAG has 230 ILUs (202 independent living apartments, 28 independent living cottages), 32 ALUs, 16 memory care units and 55 SNF beds. Total operating revenues in 2023 (unaudited) were $25.5 million. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. VISTAGEN THERAPEUTICS: Stockholders Approve 2019 Plan Amendments ---------------------------------------------------------------- Vistagen Therapeutics, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 29, 2024, it held a special meeting of stockholders at which the Company's stockholders approved the two matters voted upon at the Special Meeting: (i) an amendment to the Company's Amended and Restated 2019 Omnibus Equity Incentive Plan; and (ii) an amendment to the Company's 2019 Employee Stock Purchase Plan. About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics, Inc. -- http://www.vistagen.com-- is a biopharmaceutical company committed to developing and commercializing innovative medicines with the potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. VistaGen reported a net loss and comprehensive loss of $59.25 million for the fiscal year ended March 31, 2023, a net loss and comprehensive loss of $47.76 million for the fiscal year ended March 31, 2022, and a net loss and comprehensive loss of $17.93 million for the fiscal year ended March 31, 2021. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 28, 2023, citing that the Company has suffered negative cash flows from operations and recurring losses from operations since inception, resulting in an accumulated deficit of $326.9 million as of March 31, 2023, that raise substantial doubt about its ability to continue as a going concern. VOLUME INDUSTRIES: Seeks Court Nod to Sell Equipment ---------------------------------------------------- Volume Industries, LLC asked the U.S. Bankruptcy Court for the Southern District of New York to approve the sale of its equipment. The company is vacating its premises in Los Angeles, Calif., and Long Island City, N.Y., and must liquidate its equipment as quickly as possible. The company received offers from Machinery Marketing International, 3 Birds Print, LLC, Acoustical Surfaces, Inc., Wide Image Solutions, and Docucentro Pachuca. The sale would benefit the estate in the total amount of $180,000. One equipment is subject to a lien held by First Citizens, which is being sold to MMI in exchange for $35,000. First Citizens filed a proof of claim in the amount of $80,998.18. Volume Industries has made inquiries to First Citizens to determine if it will release its lien on the equipment in exchange for $35,000. If not, the company will ask the bankruptcy court for approval to turn over the equipment to First Citizens and reject their finance contract. A court hearing is scheduled for June 17. About Volume Industries Volume Industries, LLC offers technical design, fabrication, millwork, project management, logistics and installation, and digital imaging services. The company is based in Armonk, N.Y. Volume Industries filed Chapter 11 petition (Bankr. S.D. N.Y. Case No. 24-22094) on February 1, 2024, with $4,408,377 in assets and $4,901,380 in liabilities. Samuel Dawidowicz serves as Subchapter V trustee. Judge Sean H. Lane oversees the case. Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP, represents the Debtor as legal counsel. WFO LLC: Seeks to Hire James S. Wilkins as Bankruptcy Counsel ------------------------------------------------------------- WFO, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ James S. Wilkins, PC as legal counsel. The firm's services include: (a) advise the Debtor with respect to its power and duties in the continued operation of the personal management of its property; (b) take necessary action to collect property of the estate and file suits to recover the same; (c) represent the Debtor in connection with the formulation and implementation of a Plan of Reorganization and all matters incident thereto; (d) prepare on behalf of the Debtor necessary legal papers; (e) object to disputed claims; and (f) perform all other legal services for the Debtor which may be necessary herein. James Wilkins, Esq., the primary attorney in this representation, will be compensated at his hourly rate of $425. The firm also received a retainer of $7,500 for pre-petition and post-petition services, costs, and filing fees. Mr. Wilkins disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James S. Wilkins, Esq. James S. Wilkins, P.C. 1100 NW Loop, 410, Suite 700 San Antonio, TX 78213 Telephone: (210) 271-9212 Facsimile: (210) 271-9389 Email: jwilkins@stic.net About WFO LLC WFO, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50824) on May. 6, 2024. In the petition signed by Frank Shumate, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. James S. Wilkins, PC serves as the Debtor's bankruptcy counsel. YUNHONG GREEN: Faces Nasdaq Non-Compliance Over 10-Q Filing Delay ----------------------------------------------------------------- Yunhong Green CTI Ltd. announced its receipt of a May 22, 2024 notice from The Nasdaq Capital Market indicating the Company's non-compliance with Listing Standard 5250(c)(1), as the Company has not filed its 10-Q for the period ended March 31, 2024 as required. As previously reported, BF Borgers CPA PC (BFB) was engaged as the Company's independent registered public accounting firm until The Audit Committee selected Wolf & Company, PC as the Company's independent registered public accounting firm as of April 1, 2024. On May 3, 2024, the Company became aware that BFB had agreed to be suspended from appearing or practicing before the SEC. Because of this, the Company may no longer use audit reports or consent from BFB in future filings. Without the 2023 audit report, the Company's new auditors will need to perform procedures related to 2023 balances in order to be able to perform an effective review of required 2024 filings, including the Form 10-Q for the period ended March 31, 2024. The Company is working with its new audit firm to perform this work. Until this is completed, the Company will not be able to issue filings during 2024. The Company must present its plan to regain compliance to Nasdaq no later than July 22, 2024, at which time the Nasdaq may grant an exception to later than Nov. 18, 2024. If the Nasdaq does not accept the Company's plan to regain compliance, the Company may appeal that decision to Hearings Panel. The Company intends to submit its plan to regain compliance no later than July 22, 2024. About Yunhong Green Barrington, Ill.-based Yunhong Green CTI Ltd develops, produces, distributes and sells a number of consumer products throughout the United States and in several other countries, and it produces film products for commercial and industrial uses in the United States. The Company's principal lines of products include: Novelty Products consisting principally of foil and latex balloons and related gift items; and Flexible Films for food and other commercial and packaging applications. Lakewood, Colorado-based BF Borgers CPA PC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. The Company has dismissed BF Borgers as its auditor and appointed Wolf & Company, P.C. as its new auditor, effective April 1, 2024. ZAC PRUETT: Hires Jennings Business Services as Accountant ---------------------------------------------------------- Zac Pruett Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to hire Jennings Business Services, LLC as its accountant. The firm will assist the Debtor with advising on tax issues, including the preparation of necessary tax returns on behalf of the estate and assistance with accounting tasks. Jennings will be paid at these rates: Michael Jennings $160 per hour Accounting Staff $120 to $160 per hour Jennings does not hold or represent an interest adverse to the bankruptcy estate, according to court filings. The firm can be reached through: Michael Jennings Jennings Business Services, LLC 140 E. Fayette St. P.O. Box 110 Pittsfield, IL 62363 Phone: (217) 285-1911 About Zac Pruett Inc. Zac Pruett Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Ill. Case No. 24-70282) on April 19, 2024. In the petition signed by Zachery K. Pruett, president, the Debtor disclosed up to $10 million in both assets and liabilities. Jeana K. Reinbold, Esq., at Sgro, Hanrahan, Durr, Rabin & Reinbold, LLP, represents the Debtor as legal counsel. ZION OIL: Starts Recompletion Operations for MJ-01 Well in Israel ----------------------------------------------------------------- Zion Oil & Gas, Inc. announced the start of recompletion operations for the MJ-01 well in Israel. According to the Company, crews are mobilizing, and boots are officially on the ground, marking an exciting step forward in the Company's journey towards Israel's onshore energy potential. Operations Have Commenced "Amidst the ongoing conflict in Israel, Zion is thankful that our location is safe and ready for operations. Thus far, there have not been any security concerns at our location and the project has not been significantly delayed despite unprecedented challenges. "The operations have, however, faced some logistical challenges due to the war; the biggest being the unexpected embargo that Turkey placed on trade with Israel. In early May, after Zion had commercially contracted services, equipment, and material from Turkey, the Turkish government announced that no equipment or material would be allowed to leave Turkey destined for Israeli ports. Consequently, the operations team was required to find alternate vendors and contractors on short notice to move forward. "Zion was able to secure contractual services from vendors located in Romania, Greece, and the United States with minimal impact and delay to the overall program timeline. This event and realignment of contractors on short notice is a challenge Zion was able to overcome. This is just one of numerous examples of God's provisions as Zion has continued to press forward during this trying time in Israel," the Company said in the press release. "Our rig crew has assembled in Israel and will begin repair and maintenance on our drilling rig over the next couple of weeks," said Monty Kness, VP of Operations. "Afterwards, the crew will rig down and have the rig's critical components inspected and recertified prior to moving over MJ-01 and rigging back up. This is estimated to take an additional two to three weeks. While this is ongoing, the crew will mobilize the equipment necessary to re-open the MJ-01 well." After opening the well, Zion will implement cutting-edge technologies and innovative stimulation techniques on the MJ-01 well to potentially unlock hydrocarbon flows in both previously and newly identified zones of interest. The recompletion operations, involving a comprehensive work plan approved by the Israeli Ministry of Energy, are set to proceed through Q3 2024. "Operations have officially kicked off, and our crew is fully engaged in safety testing and moving the rig," said Zion Oil & Gas CEO, Rob Dunn. "We are ensuring all plans are followed to maximize the potential of the MJ-01 well." John Brown, Zion Founder and Chairman, expressed deep appreciation for the unwavering support from shareholders and the diligent efforts of the team in Israel. "This operational kickoff for the MJ-01 recompletion underscores God's faithfulness and the dedication of our team and supporters. We are thankful for the continued prayers and support during this pivotal time for Israel." About Zion Oil & Gas Dallas, Texas-based Zion Oil & Gas, a US public company traded on the OTC Market, explores for oil and gas onshore in Israel, spanning approximately 75,000 acres under the Megiddo Valleys License 434. Las Vegas, Nevada-based RBSM LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company has suffered recurring losses from operations and had an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. [*] May Small Business Filings Increase 53% From 2023 ----------------------------------------------------- Small business filings, captured as subchapter V elections within chapter 11, registered a 53% increase to 228 in May 2024 from 149 in May 2023, according to data provided by Epiq AACER, the leading provider of U.S. bankruptcy filing data. Commercial chapter 11 filings increased 11% in May 2024 to 759 from the 683 filings in May 2023. Overall commercial filings also increased 11% in May 2024 to 2,618 from 2,361 in May 2023. The 44,980 total U.S. bankruptcy filings in May 2024 increased 16% from the May 2023 total of 38,696. Noncommercial bankruptcy filings registered a 17% increase, to 42,362 in May 2024 from the May 2023 noncommercial total of 36,335. The number of consumers filing for chapter 7 increased 19% to 25,772 in May 2024 from the 21,624 who filed for chapter 7 last year, while chapter 13 filings increased 13% to 16,509 in May 2024 from the 14,641 chapter 13 filings in May 2023. "As anticipated, we continue to observe significant year-over-year growth in commercial business filings," said Michael Hunter, vice president of Epiq AACER. "This trend persists due to elevated interest rates and rising operational expenses, which continue to strain business profitability. Additionally, consumer filings exhibit robust increases driven by escalating household costs, historically high levels of household debt and relatively stagnant household income. These factors collectively contribute to the ongoing necessity and increased demand for consumers and businesses to seek bankruptcy protection." "More distressed small businesses are continuing to turn to subchapter V relief amid an economic climate of inflationary pricing and higher borrowing costs," said ABI Executive Director Amy Quackenboss. "With the enhanced subchapter V eligibility limit of $7.5 million set to sunset on June 21, we support legislative efforts to extend and maintain greater access for distressed small businesses and families to reorganize their debts." The debt eligibility limit of $7.5 million for small businesses looking to elect subchapter V reorganization under chapter 11 is due to sunset back to $2,725,625 on June 21. Sen. Richard Durbin (D-Ill.) and a group of bipartisan senators introduced S. 4150 on April 17 to extend the $7.5 million eligibility limit for small businesses looking to access subchapter V relief to 2026. The bipartisan measure also maintains the debt limit for individual chapter 13 filings at $2.75 million and removes the distinction between secured and unsecured debt for that calculation. ABI's Subchapter V Task Force on April 19 released its Final Report and recommendations to Congress, and its findings support maintaining the eligibility limit of $7.5 million in aggregate noncontingent, liquidated debt for small businesses looking to reorganize under subchapter V. May's total bankruptcy filings represented a slight decrease of 3% from April's total of 45,606. Total noncommercial filings for May represented a 2% decrease from the April 2024 noncommercial filing total of 43,025. The commercial filing total represented a 1% increase from the April 2024 commercial filing total of 2,581. Commercial chapter 11 filings increased 40% over the 542 filings in April 2024. Subchapter V elections within chapter 11 declined 2% from 233 the previous month. Consumer chapter 7 filings decreased 4% from the 26,777 chapter 7s filed in April 2024, while 13 filings increased 2% over the 16,175 filings last month. Epiq AACER is a division of Epiq and is the leading provider of data, technology, and services for companies operating in the business of bankruptcy. Its Bankruptcy Analytics subscription service provides on-demand access to the industry's most dynamic bankruptcy data, updated daily. Learn more at https://bankruptcy.epiqglobal.com/ About Epiq Epiq, a global technology-enabled services leader to the legal industry and corporations, takes on large-scale, increasingly complex tasks for corporate counsel, law firms, and business professionals with efficiency, clarity, and confidence. Clients rely on Epiq to streamline the administration of business operations, class action and mass tort, court reporting, eDiscovery, regulatory, compliance, restructuring, and bankruptcy matters. Epiq subject-matter experts and technologies create efficiency through expertise and deliver confidence to high-performing clients around the world. Learn more at https://www.epiqglobal.com/ About ABI ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes nearly 10,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. For additional information on ABI, visit http://www.abi.org/ For additional conference information, visit http://www.abi.org/calendar-of-events [] Robert Stewart Joins Kramer Levin's Special Situations Practice ------------------------------------------------------------------ Kramer Levin on June 3 disclosed that Robert (Bodie) Stewart has joined the firm as a partner in its Special Situations practice and will be a member of the Corporate department in New York. Mr. Stewart advises creditors, ad hoc groups and companies on the capital markets and financing aspects of complex U.S. and cross-border restructuring matters, including out-of-court debt restructurings and liability management transactions, as well as prepackaged, prearranged and free-fall bankruptcies. He also counsels issuers and financial institutions on public and private capital markets transactions. "Bodie's wealth of experience in a broad range of out-of-court, as well as in-court, restructuring matters deepens our Special Situations practice bench and complements many of our other destination practices, including Bankruptcy and Restructuring and Distressed Mergers and Acquisitions," said Kramer Levin Co-Managing Partners Paul H. Schoeman and Howard T. Spilko. Amy Caton, Bankruptcy and Restructuring co-chair, said, "Bodie's experience in liability management transactions and other out-of-court restructuring matters strengthens our Special Situations practice. Moreover, his significant recent experience in some of the highest-profile and most complicated deals in the market demonstrates a nuanced understanding of how capital markets practice and securities laws can affect structuring and execution." Ms. Caton added, "Bodie enhances our ability to think creatively and innovatively, two differentiating skills that will greatly benefit our hedge fund and distressed investor clients." "Kramer Levin's broad platform and entrepreneurial culture provide an ideal environment in which to continue to grow my practice, and I am excited to join a collaborative and mighty team focused on growing market share and enhancing the value we bring to this sophisticated client group," Mr. Stewart said. Previously, Mr. Stewart was counsel in the restructuring group at Davis Polk & Wardwell LLP. He began his career at Milbank LLP, in the capital markets groups in New York City and Singapore. Mr. Stewart received his J.D., cum laude, from Georgetown University Law Center and his M.A. and B.A. from Ohio University. About Kramer Levin Naftalis & Frankel LLP Kramer Levin -- http://www.kramerlevin.com-- provides its clients with proactive, creative and pragmatic solutions that address today's most challenging legal issues. The firm is headquartered in New York with offices in Silicon Valley, Washington, DC, and Paris and fosters a strong culture of involvement in public and community service. ********* 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. 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