/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240618.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 18, 2024, Vol. 28, No. 169 Headlines 1629 REEVES: M. Douglas Flahaut Named Subchapter V Trustee 3 MOUNTAINS: Dawn Maguire Named Subchapter V Trustee 506 ROUTE 17: Nancy Isaacson Named Subchapter V Trustee 87 JACOBUS AVE: Amends Unsecureds & Secured Claims Pay Details ALPHAONE EXTERIORS: Continued Operations to Fund Plan ATARA BIOTHERAPEUTICS: Registers Extra 1M Shares Under 2014 ESPP ATI PHYSICAL: All Four Proposals Approved at Annual Meeting ATLAS PURCHASER: $128MM Bank Debt Trades at 62% Discount BISHOP OF SANTA ROSA: Seeks to Extend Plan Exclusivity to Sept. 13 BLUE STAR: Regains Compliance With Nasdaq Listing Requirements BOXLIGHT CORP: Names Dale Strang as Permanent CEO CADIZ INC: Registers 2.5M Shares Under 2019 Incentive Plan CANOO INC: Inks Pre-Paid Advance Agreement With Yorkville CARNIVAL PLC: EUR755.5MM Bank Debt Trades at 23% Discount CES ENERGY: DBRS Finalizes B(high) Rating, Trend Positive CIBUS INC: Signs Agreements to Sell 1.3 Million Class A Shares COMMUNITY HEALTH: Unit Completes $1.2-Bil. Senior Notes Offering COMTECH TELECOMMUNICATIONS: Delays 10-Q Over Refinancing Efforts CRYSTAL PACKAGING: Joli Lofstedt Named Subchapter V Trustee CXOSYNC LLC: Neema Varghese Named Subchapter V Trustee D.A. BEEC-007: Arturo Cisneros Named Subchapter V Trustee DANIEL J. WALLACE MD: John-Patrick Fritz Named Subchapter V Trustee DANT A. SANDRAS: Lucy Sikes Named Subchapter V Trustee DATASEA INC: All Three Proposals Approved at Annual Meeting DELTA APPAREL: Elkay Partners Terminates Real Estate Purchase Deal DELTA APPAREL: EVP & CAO's Resignation Takes Effect EAST TOWN MANAGEMENT: Unsecureds to Split $50K over 3 Years ELASTIC NV: Moody's Upgrades CFR & Sr. Unsecured Notes to Ba3 EMPIRE TODAY: $595MM Bank Debt Trades at 24% Discount ENGLISH FOR A LIFETIME: John Whaley Named Subchapter V Trustee ENSERVCO CORP: Further Updates Plan to Regain NYSE Compliance EOS US FINCO: $534.7MM Bank Debt Trades at 18% Discount EXACTECH INC: $235MM Bank Debt Trades at 60% Discount FRONTIER COMMUNICATIONS: Moody's Affirms 'B3' CFR, Outlook Stable GFH LTD: Sylvia Mayer Named Subchapter V Trustee GLOBAL FERTILITY: Hires Huebscher & Co. as Financial Advisor HEYWOOD HEALTHCARE: Wins Cash Collateral Access Thru June 28 HOUGHTON UNIVERSITY: S&P Lowers Revenue Bonds Rating to 'BB+' HUDSON PACIFIC: Moody's Cuts CFR to Ba3, Outlook Remains Negative IHEARTCOMMUNICATIONS INC: $402MM Bank Debt Trades at 21% Discount IN HOME PERSONAL: Case Summary & 19 Unsecured Creditors INSPIRED ENTERTAINMENT: Moody's Alters Outlook on B2 CFR to Stable INSPIREMD INC: All Four Proposals Approved at Annual Meeting INTERNATIONAL GRANITE: Wins Interim Cash Collateral Access IVANTI SOFTWARE: $1.75BB Bank Debt Trades at 17% Discount IVANTI SOFTWARE: $465MM Bank Debt Trades at 16% Discount KIDDE-FENWAL: Saccullo & Kelley Update List of Government Claimants LAVIE CARE: U.S. Trustee Appoints Creditors' Committee LEAFBUYER TECHNOLOGIES: Hires Barton CPA as New Auditor LONE STAR: Files Emergency Bid to Use Cash Collateral LV OPPORTUNITY: Edward Burr Named Subchapter V Trustee MAGNOLIA ROSE: Cameron McCord Named Subchapter V Trustee MAINE CONSULTING: Gregory Jones Named Subchapter V Trustee MENO ENTERPRISES: U.S. Trustee Unable to Appoint Committee MIDAS GOLD: Christopher Simpson Named Subchapter V Trustee MIDWEST VETERINARY: S&P Affirms 'B-' ICR, Outlook Stable MIKESELL TRADING: Files Emergency Bid to Use Cash Collateral MOUNTAIN DUE: Seeks Cash Collateral Access Thru June 30 NAKED JUICE: $450MM Bank Debt Trades at 16% Discount NORWOOD RESTAURANTS: Jerrett McConnell Named Subchapter V Trustee NOVO INTEGRATED: Expects to Receive $78 Million Funding Under SBLC NP WILDCAT: Amends Plan to Include Other Secured Claims Details OREGON CLEAN: Moody's Rates New $450MM Sr. Secured Loans 'B1' OREGON TOOL: $850MM Bank Debt Trades at 24% Discount PH BEAUTY: Moody's Affirms 'Caa1' CFR & Alters Outlook to Positive PIONEER HEALTH: Amends Plan to Include Priority Wage Claims Pay PLA6 81: Case Summary & 12 Unsecured Creditors PROVIDENT GROUP: S&P Alters Outlook on 'BB-' Bonds Rating to Stable PV PETS: Nicole Nigrelli of Ciardi Named Subchapter V Trustee PV PETS: Seeks Interim Cash Collateral Access RAPID7 INC: President Andrew Burton to Step Down on June 30 REDLINE INC: Scott Seidel Named Subchapter V Trustee REDSTONE HOLDCO 2: $450MM Bank Debt Trades at 17% Discount RIOT PLATFORMS: Increases Stake in Bitfarms to 14% RITE AID: June 27 Combined Hearing on Amended Plan & Disclosures RITHUM HOLDINGS: $210MM Bank Debt Trades at 18% Discount RLG HOLDINGS: Moody's Affirms 'B3' CFR & Alters Outlook to Negative RMS HOLDING: S&P Affirms 'B-' ICR on Announced Acquisition ROSE ANIMAL: John Whaley Named Subchapter V Trustee SAFFRON ENTERPRISES: Mark Sharf Named Subchapter V Trustee SBG BURGER: Plan Exclusivity Period Extended to July 15 SERTA SIMMONS: $315MM Bank Debt Trades at 20% Discount SHORT SERVICES: Timothy Stone Named Subchapter V Trustee SIGNAL RELIEF: Case Summary & 17 Unsecured Creditors SMC ENTERTAINMENT: SEC Completes Review of Form 10 Registration SNEAD AND SONS: Paula Beran Named Subchapter V Trustee SOS HYDRATION: Nathan Smith Named Subchapter V Trustee SPECTRUM GROUP: S&P Lowers Issuer Credit Rating to 'D' STONE MASTERS: Kevin O'Rourke Named Subchapter V Trustee SVB FINANCIAL: Amends Senior Note & Subordinated Note Claims TAKEOFF TECHNOLOGIES: U.S. Trustee Appoints Creditors' Committee TARGET HOSPITALITY: S&P Places 'B+' ICR on CreditWatch Negative TEAM SERVICES: Moody's Rates Proposed First Lien Bank Loans 'B3' TEXAS REIT: Property Sale Proceeds to Fund Plan Payments URBAN ONE: Enters 7th Waiver and Amendment to Credit Agreement US ANESTHESIA: $350MM Bank Debt Trades at 16% Discount VERIFONE SYSTEMS: $2.18BB Bank Debt Trades at 17% Discount VINTAGE WINE: Raghav Nath Bahl, 2 Others Hold 5.03% Equity Stake VIVAKOR INC: Agrees to Amend CFO's Executive Employment Contract VPR LLC: Seeks Interim Cash Collateral Access WORKHORSE GROUP: Will Effect 1-for-20 Reverse Stock Split XD INDUSTRIES: Has Deal on Cash Collateral Access YZ ENTERPRISE: Patricia Fugee Named Subchapter V Trustee ZYDECO BREW: Wins $88,545 DIP Loan from Tapper Ventures [^] Large Companies with Insolvent Balance Sheet ********* 1629 REEVES: M. Douglas Flahaut Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 16 appointed M. Douglas Flahaut as Subchapter V trustee for 1629 Reeves, LLC. Mr. Flahaut will be paid an hourly fee of $680 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Flahaut declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: M. Douglas Flahaut ArentFox Schiff LLP | Attorneys at Law Gas Company Tower 555 West Fifth Street, 48th Floor Los Angeles, California 90013 Telephone: (213) 443-7559 Facsimile: (213) 629-7401 Email: douglas.flahaut@afslaw.com About 1629 Reeves 1629 Reeves, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of a commercial real estate located at 1629 Reeves Street, Los Angeles, Calif., valued at $4.5 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-14283) on May 30, 2024, with $4,500,000 in assets and $4,720,907 in liabilities as of May 28, 2024. Aaron R. Sokol, managing member, signed the petition. Judge Neil W. Bason presides over the case. John P. Kreis, Esq., at John P. Kreis, PC represents the Debtor as legal counsel. 3 MOUNTAINS: Dawn Maguire Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 14 appointed Dawn Maguire, Esq., at Guttilla Murphy Anderson, as Subchapter V trustee for 3 Mountains, LLC. Ms. Maguire will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Maguire declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Dawn Maguire, Esq. Guttilla Murphy Anderson 5415 East High Street, Suite 200 Phoenix, AZ 85054 Telephone: (480) 304-8300 Fax: (480) 304-8301 Email: TrusteeMaguire@gamlaw.com About 3 Mountains 3 Mountains, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04563) on June 6, 2024. The petition was filed pro se. Judge Daniel P. Collins presides over the case. 506 ROUTE 17: Nancy Isaacson Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Nancy Isaacson, Esq., at Greenbaum, Rowe, Smith & Davis, LP, as Subchapter V trustee for 506 Route 17 Ramsey, LLC. Ms. Isaacson will be paid an hourly fee of $410 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Isaacson declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nancy Isaacson, Esq. Greenbaum, Rowe, Smith & Davis, LP 75 Livingston Avenue Roseland, NJ 08068 Phone: (973) 535-1600 Email: nisaacson@greenbaumlaw.com About 506 Route 17 Ramsey 506 Route 17 Ramsey, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-15167) on May 21, 2024. In the petition signed by Thomas J. Caleca, sole member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Vincent F. Papalia oversees the case. Dougas J. McGill, Esq., at Webber McGill, LLC, represents the Debtor as legal counsel. 87 JACOBUS AVE: Amends Unsecureds & Secured Claims Pay Details -------------------------------------------------------------- The Town of Kearny submitted a First Amended Disclosure Statement describing Amended Chapter 11 Plan for 87 Jacobus Ave LLC dated May 30, 2024. The Debtor's sole asset is the real property designated on the Official Tax map of the Town of Kearny as Block 289, Lots 13 and 13.01 (the "Property"). The Property consists of approximately 10.6 undeveloped acres. During the time preceding the Debtor’s purported ownership of the Property, the Property and a similarly undeveloped adjacent lot, known as Block 289, Lot 12 on the Official Tax Map of the Town of Kearny (together with the Property, the "Syncon Site"), was designated by the United States Environmental Protection Agency (the "EPA") as a Superfund site. This is a reorganization plan. In other words, the Proponent seeks to accomplish satisfaction of the Plan by restoring the parties and claims in this case to their original position as if this Chapter 11 Case had not been filed. Class 1 consists of the Secured Claim of the Town of Kearny. Class 1 shall have an Allowed Secured Tax Claim for the full amount owed to it elating to real estate taxes and a real estate tax sale certificate. On the Effective Date, the automatic stay shall be lifted and the Holder may exercise its rights to its collateral including continuation of the pending Foreclosure Action. In the event sufficient cash proceeds are actually received by the Class 1 Holder from a full satisfaction of the outstanding amount due relating to real estate taxes and a real estate tax sale certificate held against the Debtor's property the last $50,000.00 of the proceeds shall be paid to the Holders of General Unsecured Claims (the "Class 3 Carve-out"). Class 2 consists of the Secured Claims of: Environmental Protection Agency and The State of New Jersey and the New Jersey Department of Environmental Protection. The Secured Claims of the Environmental Protection Agency and the State of New Jersey and the New Jersey Department of Environmental Protection will pass through this Chapter 11 Case and their rights will be restored as if this Chapter 11 Case had not been filed. The automatic stay shall be lifted so that they may pursue and/or enforce its rights and claims under any and all applicable non-bankruptcy law. The Plan leaves unaltered the legal, equitable, and contractual rights to which each Holder of a Class 2 Claim is entitled. Class 3 consists of General Unsecured Claims. Each Holder of a Class 3 Claim shall be paid from the Class 3 Carve-out, if any, and in the event all senior Secured Claims, Administrative Claims and Priority Claims are paid in full, from the remaining cash proceeds of a foreclosure sale, if any. The allowed unsecured claims total $950,000.00 plus any unsecured deficiency claims under section 506(a) of the Bankruptcy Code. Class 4 consists of Interests in the Debtor. Interests in the Debtor will pass through this Chapter 11 Case and the Town of Kearny's rights will be restored as if this Chapter 11 Case had not been filed. The automatic stay shall be lifted so that the Town of Kearny may pursue and/or enforce its rights and claim under any and all applicable non-bankruptcy law. The Plan will not require additional funding, other than the Debtor's payment of administrative expense claims and priority tax claims. Based upon the stated value of the Debtor's property in its Schedules, the Debtor's assets are over encumbered by the secured claims of Kearny, the Environmental Protection Agency and the State of New Jersey and the New Jersey Department of Environmental Protection. Kearny, as the Proponent, has agreed to the Class 3 Carve-out to provide for the Holders of General Unsecured Claims, solely in the event that Kearny's claim is satisfied in full. The Class 3 Carve out is the only source of potential recovery for Holders of General Unsecured Claims, and therefore the Plan provides equal to or greater value for General Unsecured Claims than would be received in a Chapter 7 liquidation. The Proponent, as a third-party creditor of the Debtor, does not have sufficient information or knowledge as to the financial situation of the Debtor as it pertains to available cash. However, a review of the pleadings in this Chapter 11 Case show that the Debtor's principal has provided the Debtor with the required cash as the case has continued. As such, the Debtor must be required to pay all administrative expense claims as of the Effective Date. A full-text copy of the First Amended Disclosure Statement dated May 30, 2024 is available at https://urlcurt.com/u?l=zm0vIg from PacerMonitor.com at no charge. Counsel to the Town of Kearny: COLE SCHOTZ P.C. Stuart Komrower, Esq. Andreas D. Milliaressis, Esq. Court Plaza North, 25 Main Street Hackensack, New Jersey 07601 Telephone: (201) 489-3000 Email: skomrower@coleschotz.com amilliaressis@coleschotz.com About 87 Jacobus Ave LLC 87 Jacobus Ave LLC is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-14955) on June 7, 2023, with $50 million to $100 millions in assets and liabilities. Lance Lucarelli, managing member of 87 Jacobus Ave Holdings LLC, signed the petition. Judge Stacey L. Meisel presides over the case. Joseph L. Schwartz, Esq. at RIKER DANZIG LLP represents the Debtor as legal counsel. ALPHAONE EXTERIORS: Continued Operations to Fund Plan ----------------------------------------------------- AlphaOne Exteriors LLC filed with the U.S. Bankruptcy Court for the Southern District of Ohio a Plan of Reorganization under Subchapter V dated May 30, 2024. The Debtor was formed as an entity in October of 2012 as Icon Footwear LLC, however its current form of business commenced in 2015 when the business name was formally changed with the Ohio Secretary of State. In advance of filing its bankruptcy case, the Debtor has reduced its workforce and is attempting to limit its overhead. The Debtor currently has three employees in addition to the owners of the company. To facilitate the filing of the bankruptcy case and fund the retainer needed for the filing, the Debtor took a loan from a related company named Prime 1 LLC to which the Debtor granted a security interest in substantially all of the Debtor's assets. Immediately after filing the bankruptcy case, the Debtor filed an adversary proceeding against Channel Partners Capital, LLC to avoid and recover certain transfers made to such creditor in the 90 days preceding the bankruptcy case filing pursuant to Section 547 of the Bankruptcy Code, which included the avoidance of certain payments and the avoidance of the perfection of the liens granted to Channel Partners Capital, LLC. The Debtor has been engaged in settlement discussions with Channel Partners Capital, LLC, the resolution of which will be approved by the bankruptcy court either prior to or along with confirmation of a plan of reorganization. The Plan provides for a reorganization and restructuring of Debtor's financial obligations. The Plan provides for a distribution to creditors in accordance with the terms of the Plan from Debtor over the course of the Term, which is 3 years from the First Distribution Date, distributing total net income generated from the Petition Date through June 30, 2027 (or 3.3 years). Class 4 consists of Allowed General Unsecured Claims (excluding any unsecured claims to the extent of any punitive or exemplary damages, fines, penalties, treble damages, or multiplied or multiple damages). Class 4 Claims shall be paid the pro rata Net Excess Funds until such amounts are paid in full or until all required payments are funded under the Plan. Class 4 is impaired under the Plan. Class 5 consists of any Allowed Claim against the Debtor for unsecured claims to the extent of any punitive or exemplary damages, fines, penalties, treble damages, or multiplied or multiple damages. Allowed Class 5 Claims shall be paid the pro rata Net Excess Funds, if any as are remaining after payment in full to Class 4 Claims. Class 5 is impaired under the Plan. Class 6 consists of the membership interests of the owners of the Debtor. Class 6 shall retain its ownership interest in the Debtor. The salary and compensation of the Class 6 equity owners is disclosed above and no other distributions will be made while the Plan is in progress. Class 6 is not impaired under the Plan and shall not vote to accept or reject the Plan. The Debtor anticipates the continued operations of the business will be adequate to fund the Plan over the Term. In a consensual Plan, on and after the Effective Date, the Reorganized Debtor will implement the terms of the Plan. After the Effective Date, the Reorganized Debtor may buy, use, acquire and dispose of its assets, free of any restrictions contained in the Bankruptcy Code. In a non-consensual Plan, the Debtor, in cooperation with the Subchapter V Trustee, will implement the terms of the Plan. After the Effective Date, the Reorganized Debtor may continue to operate subject to any restrictions contained in the Bankruptcy Code. A full-text copy of the Plan of Reorganization dated May 30, 2024 is available at https://urlcurt.com/u?l=M1aO3N from PacerMonitor.com at no charge. Counsel for the Debtor: Patricia J. Friesinger, Esq. Coolidge Wall Co., L.P.A. 33 West First Street, Suite 600 Dayton, OH 45402 Tel: (937) 223-8177 Fax: (937) 223-6705 Email: friesinger@coollaw.com About AlphaOne Exteriors LLC AlphaOne Exteriors LLC is an Ohio limited liability company and is member-managed. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-30371) on March 1, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Guy R Humphrey presides over the case. Patricia J Friesinger, Esq. at Coolidge Wall Co., L.P.A., represents the Debtor as counsel. ATARA BIOTHERAPEUTICS: Registers Extra 1M Shares Under 2014 ESPP ---------------------------------------------------------------- Atara Biotherapeutics, Inc., filed with the Securities and Exchange Commission on June 10, 2024, a registration statement on Form S-8 for the purpose of registering an additional 1,000,000 shares of Common Stock, $0.0001 par value per share, of the Company, issuable to eligible persons under the Atara Biotherapeutics, Inc. 2014 Employee Stock Purchase Plan, as amended, which Common Stock is in addition to the shares of Common Stock registered on the Company's Form S-8 filed on Oct. 21, 2014 (File No. 333-199508), Form S-8 filed on May 12, 2015 (File No. 333-204076), Form S-8 filed on March 4, 2016 (File No. 333-209961), Form S-8 filed on Aug. 7, 2017 (File No. 333-219763), Form S-8 filed on Feb. 27, 2018 (File No. 333-223254), Form S-8 filed on Feb. 26, 2019 (File No. 333-229861), Form S-8 filed on Feb. 27, 2020 (File No. 333-236704), Form S-8 filed on March 1, 2021 (File No. 333-253734), Form S-8 filed on Feb. 28, 2022 (File No. 333-263109), Form S-8 filed on Feb. 9, 2023 (File No. 333-269647) and Form S-8 filed on Jan. 3, 2024 (File No. 333-276360). A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1604464/000119312524159220/d767088ds8.htm About Atara Biotherapeutics Headquartered in Thousand Oaks, CA, Atara Biotherapeutics, Inc. -- atarabio.com -- is harnessing the natural power of the immune system to develop off-the-shelf cell therapies for difficult-to-treat cancers and autoimmune conditions that can be rapidly delivered to patients from inventory. With cutting-edge science and differentiated approach, Atara is the first company in the world to receive regulatory approval of an allogeneic T-cell immunotherapy. The Company's advanced and versatile T-cell platform does not require T-cell receptor or HLA gene editing and forms the basis of a diverse portfolio of investigational therapies that target EBV, the root cause of certain diseases, in addition to next-generation AlloCAR-Ts designed for best-in-class opportunities across a broad range of hematological malignancies and B-cell driven autoimmune diseases. San Francisco, California-based Deloitte & Touche LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company's recurring losses from operations raises substantial doubt about its ability to continue as a going concern. ATI PHYSICAL: All Four Proposals Approved at Annual Meeting ----------------------------------------------------------- ATI Physical Therapy, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that at the 2024 Annual Meeting of Stockholders of the Company which was held on June 12, 2024, the Company's stockholders: (1) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2024; (2) re-elected Joanne Burns, James Parisi, Sharon Vitti, Daniel Dourney, Jeff Goldberg, John Larsen, Carmine Petrone, Randy Raisman and Andrew Shannahan as directors, each to serve a one year term to expire at the 2025 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier resignation, removal from office or death; (3) approved, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers; and (4) approved an amendment to ATI Physical Therapy, Inc.'s 2021 Equity Incentive Plan to increase the number of shares available for issuance thereunder by an additional 4,500,000 shares of Common Stock. The Company's executive officers and directors are eligible to receive awards under the Plan, including stock options and restricted stock units, in accordance with the terms and conditions of the Plan. About ATI Physical Therapy Headquartered in Bolingbrook, IL, ATI Physical Therapy, Inc., together with its subsidiaries, is a nationally recognized healthcare company, specializing in outpatient rehabilitation and adjacent healthcare services. The Company provides outpatient physical therapy services under the name ATI Physical Therapy and, as of Dec. 31, 2023, had 896 clinics located in 24 states (as well as 18 clinics under management service agreements). Chicago, IL-based Deloitte and Touche LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Feb. 27, 2024, citing that the Company has experienced recurring losses from operations and negative cash flows from operations and requires operational improvement in order to meet its obligations as they become due over the next twelve months and maintain compliance with debt covenants, which raises substantial doubt about its ability to continue as a going concern. ATLAS PURCHASER: $128MM Bank Debt Trades at 62% Discount -------------------------------------------------------- Participations in a syndicated loan under which Atlas Purchaser Inc is a borrower were trading in the secondary market around 38.1 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $128 million Term loan facility is scheduled to mature on May 18, 2028. Atlas Purchaser, Inc., which does business as Alvaria, Inc., acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solution. BISHOP OF SANTA ROSA: Seeks to Extend Plan Exclusivity to Sept. 13 ------------------------------------------------------------------ The Roman Catholic Bishop of Santa Rosa asked the U.S. Bankruptcy Court for the Northern District of California to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to September 13 and November 13, 2024, respectively. The Debtor explains that the bar date for Survivor claims has now been established and passed. As such, parties in interest have been analyzing the survivor claims and the available insurance coverage for such claims. The Debtor contends that limited estate resources should not be consumed with extensive discovery and litigation and the interests of all parties are served by progressing toward a global mediation process. Consequently, this factor supports granting the requested extension. The Debtor states that in each diocesan bankruptcy where a plan of reorganization has been confirmed, the plan confirmed by the bankruptcy court was a pot plan negotiated among the interested parties in the case which settled disputes over insurance coverage, property of the bankruptcy estate, and estimated claims of survivors. The Debtor intends to propose a similar type of pot plan. The process generally takes over a year. The Debtor claims that it is seeking an extension of the Exclusive Periods to allow the mediation process to go forward, which is expected to allow the parties to focus on resolving key issues and formulate a plan of reorganization. The initial mediation sessions were productive. As such, the good faith progress toward mediation and resolving the issues that need to be resolved before a plan can be proposed and prospects of a viable plan support granting the requested extension. Since the Petition Date, the Debtor has been paying its debts as they have come due. This practice will continue, and thus, the requested extension of the Exclusive Periods will not prejudice the interests of creditors. This factor also favors approval of the requested extension. The Debtor asserts that the request for an extension of the Exclusive Periods comes less than fifteen months after the commencement of this bankruptcy case. During this period, the Debtor has worked with the Committee and insurers on a comprehensive procedure for obtaining a Claims Bar Date Order, a Mediation Order, and has addressed numerous other case issues. The relatively short period of time from the Petition Date to this request favors an extension of the Exclusive Periods. The Debtor further asserts that the composition of its proposed plan will be based in significant part on addressing the Survivor claims. The claims and the available insurance coverage for such claims are being analyzed since the claims bar date has been established and passed. Accordingly, this factor also favors the requested extension. The Roman Catholic Bishop of Santa Rosa is represented by: Paul J. Pascuzzi, Esq. Jason E. Rios, Esq. Thomas R. Phinney, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY PASCUZZI & RIOS LLP 500 Capitol Mall, Suite 2250 Sacramento, CA 95814 Tel: (916) 329-7400 Email: ppascuzzi@ffwplaw.com jrios@ffwplaw.com tphinney@ffwplaw.com About The Roman Catholic Bishop of Santa Rosa The Roman Catholic Bishop of Santa Rosa is a diocese, or ecclesiastical territory, of the Roman Catholic Church in the northern California region of the United States, named in honor of St. Rose of Lima. Abuse victims filed hundreds lawsuits after the state of California paused for three years its statute of limitation on claims for child sexual abuse. The pause ended on Dec. 31, 2022. Facing more than 200 new legal claims over childhood sexual abuse, the Roman Catholic Bishop of Santa Rosa, also known as the Diocese of Santa Rosa, filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-10113) on March 13, 2023. The Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Charles Novack is the case judge. The Debtor tapped Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP as bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims agent. Shapiro Galvin Shapiro & Moran, Weinstein & Numbers, LLP, and Foley & Lardner, LLP serve as special counsels. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP and Berkeley Research Group, LLC serve as the committee's legal counsel and financial advisor, respectively. BLUE STAR: Regains Compliance With Nasdaq Listing Requirements -------------------------------------------------------------- Blue Star Foods Corp. announced that on June 11, 2024 it received a letter from the Nasdaq Hearings Panel indicating that the Company demonstrated compliance with the bid price requirement in Listing Rule 5550(a)(2) and the minimum stockholders' equity requirement in Listing Rule 5550(b)(1). Additionally, the Company will be subject to a Discretionary Panel Monitor for a period of one year, until June 11, 2025. If the Company fails to maintain compliance with any continued listing requirement during the one-year monitoring period, the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. About Blue Star Foods Corp. Blue Star Foods Corp., headquartered in Miami, Florida, is an international seafood company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. The Company sells primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BOXLIGHT CORP: Names Dale Strang as Permanent CEO ------------------------------------------------- Boxlight Corporation announced June 12, 2024, that the Board of Directors has unanimously voted to name Dale Strang as Boxlight's chief executive officer. Mr. Strang was appointed as interim chief executive officer in January 2024. "The Board is very pleased with the progress and direction of the Company shown under Dale's leadership," commented R. Wayne Jackson, non-executive Chairman of the Boxlight Board of Directors. "Over the last few months, Dale has led an effort to help streamline the organization and sharpened our go-to-market focus, putting the Company on the right path. Dale has the Board's confidence and has demonstrated that he is the right person to lead the Company forward." Mr. Strang is an accomplished consumer technology, media and entertainment executive with over 35 years of experience leading organizations through periods of innovation, growth and turnaround. Mr. Strang has been a director of Boxlight since 2017 and has served on multiple committees, including as chair of the Company's compensation committee. "I am encouraged with the initial progress we have made, and while we have much more to achieve, we are increasingly well-positioned to take advantage of the opportunities in the fast-moving market we serve," commented Mr. Strang. "I am excited about the opportunities in front of Boxlight, and committed to unlocking long-term, sustainable value for our customers, employees, and shareholders." About Boxlight Corporation Boxlight Corporation (Nasdaq: BOXL) -- http://www.boxlight.com/-- is a provider of interactive technology solutions under its brands Clevertouch, FrontRow and Mimio. Boxlight aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, audio solutions, supporting accessories, and professional services. Atlanta, Georgia-based Forvis, LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has identified certain conditions relating to its outstanding debt and Series B Preferred Stock that are outside the control of the Company. In addition, the Company has generated recent losses. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. CADIZ INC: Registers 2.5M Shares Under 2019 Incentive Plan ---------------------------------------------------------- Cadiz Inc., on June 12, 2024, filed with the Securities and Exchange Commission a registration statement on Form S-8 for the purpose of registering an additional 2,500,000 shares of common stock, $0.01 par value per share that are issuable under the Cadiz Inc. 2019 Equity Incentive Plan. These additional shares of Common Stock are securities of the same class and relate to the same stock incentive plan as those shares of Common Stock registered on the Company's Registration Statements on Form S-8 filed with the SEC on Aug. 30, 2019 (File No. 333-233582) and Aug. 3, 2022 (File No. 333-266504). A full-text copy of the Registration Statement is available for free at: https://www.sec.gov/Archives/edgar/data/727273/000143774924020048/cdzi20240611_s8.htm About Cadiz Inc. Founded in 1983 and headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com-- is a water solutions provider with a unique combination of land, water, pipeline and water filtration technology assets located in Southern California between major water systems serving population centers in the Southwestern United States. The Company's portfolio of assets includes 2.5 million acre-feet of water supply (permits complete), 220 miles of existing, buried pipeline, 1 million acre-feet of groundwater storage capacity, and versatile, scalable and cost-effective water filtration technology. The Company will provide products and services to public water systems, government agencies and commercial clients. Cadiz Inc. reported a net loss and comprehensive loss of $31.45 million in 2023, a net loss and comprehensive loss of $24.79 million in 2022, a net loss and comprehensive loss of $31.25 million in 2021, a net loss and comprehensive loss of $37.82 million in 2020, a net loss and comprehensive loss applicable to common stock of $29.53 million in 2019, and a net loss and comprehensive loss of $26.27 million in 2018. For the three months ended March 31, 2024, the Company reported a net loss of $6.85 million. CANOO INC: Inks Pre-Paid Advance Agreement With Yorkville --------------------------------------------------------- Canoo Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 13, 2024, it entered into a Pre-Paid Advance Agreement (the "PPA") with YA II PN, Ltd., a Cayman Islands exempt limited partnership ("Yorkville"). In accordance with the terms of the PPA, on the Effective Date, Yorkville agreed to advance $15,000,000 to the Company. The Pre-Paid Advance will be offset upon the issuance of shares of the Company's common stock to Yorkville at an initial Purchase Price (as such term is used in the PPA) equal to $2.30 per share. On the date that is the (i) 60th day after the Effective Date, the Purchase Price on any remaining amount of the Pre-Paid Advance then outstanding at such time will be repriced to a price per share equal to 100% of the average of the daily VWAPs (as such term is used in the PPA) for the ten Trading Days (as such term is used in the PPA) immediately prior to the date that is the 60th day after the Effective Date and (ii) 120th day after the Effective Date, the Purchase Price on any remaining amount of the Pre-Paid Advance then outstanding at such time will be repriced to a price per share equal to 100% of the average of the daily VWAPs for the ten Trading Days immediately prior to the date that is the 120th day after the Effective Date, in each case, subject to certain equity conditions set forth in the PPA. After giving effect to the commitment fee and the purchase price discount provided for in the PPA, net proceeds of the Pre-Paid Advance to the Company will be approximately $14,100,000. The issuance of Common Stock under the PPA is subject to certain limitations, including, among others, that the aggregate number of shares of Common Stock issued pursuant to the PPA cannot exceed 19.99% of the Company's outstanding Common Stock as of the Effective Date unless the Company's stockholders have approved issuances in excess of the Exchange Cap. Pursuant to the terms of the PPA, interest accrues on the outstanding balance of the Pre-Paid Advance at an annual rate equal to 5%, subject to an increase to 15% upon events of default described in the PPA. The Company has also agreed to file one or more registration statements with the Securities and Exchange Commission to register the resale by Yorkville of the shares to be issued pursuant to the PPA under the Securities Act of 1933, as amended. A full-text copy of the Pre-Paid Advance Agreement, dated June 13, 2024, is available for free at: https://www.sec.gov/Archives/edgar/data/0001750153/000110465924071312/tm2417195d1_ex10-1.htm About Canoo Torrance, California-based Canoo Inc. -- http://www.canoo.com/-- is a high tech advanced mobility technology company with a proprietary modular electric vehicle platform and connected services initially focused on commercial fleet, government and military customers. The Company has developed a breakthrough EV platform that it believes will enable it to rapidly innovate, iterate and bring new products, addressing multiple use cases, to market faster than its competition and at lower cost. Austin, Texas-based Deloitte & Touche LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations, has a working capital deficit, has generated recurring negative cash flows from operating activities, and expects to continue to incur net losses, a working capital deficit and negative cash flows from operating activities in accordance with its ongoing activities. These matters raise substantial doubt about the Company's ability to continue as a going concern. CARNIVAL PLC: EUR755.5MM Bank Debt Trades at 23% Discount --------------------------------------------------------- Participations in a syndicated loan under which Carnival PLC is a borrower were trading in the secondary market around 77.3 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The EUR755.5 million Term loan facility is scheduled to mature on December 17, 2032. About EUR597.2 million of the loan is withdrawn and outstanding. Carnival PLC owns and operates cruise ships. The Company offers cruise vacations in North America, Continental Europe, the United Kingdom, South America, and Australia. CES ENERGY: DBRS Finalizes B(high) Rating, Trend Positive --------------------------------------------------------- DBRS Limited finalized its provisional credit rating of B (high) with a recovery rating of RR4 and a Positive trend on CES Energy Solutions Corp.'s (CES or the Company) $200 million Senior Unsecured Notes (the Senior Notes). The recovery rating of RR4 suggests a recovery of 30% to 60% in a default scenario for the Senior Notes. There is no change to the Company's Issuer Rating of B (high) with a Positive trend. The Senior Notes are unsecured, ranking equal in right of payment to all existing and future unsecured indebtedness and are guaranteed by all of CES' current and future subsidiaries. The Senior Notes have standard covenants, including, but not limited to, limits on indebtedness, restricted payments, liens, and asset sales as well as mergers and acquisitions. CES intends to use the net proceeds from the Senior Notes issuance to repay its existing $250 million term loan due in April 2026. The credit rating is underpinned by CES' leading market position in Canada, its growing market position in the U.S., and Morningstar DBRS' expectation that the key credit metrics will remain supportive of the credit rating. The Positive trend reflects the step change in the Company's earnings post-pandemic, which has enhanced CES' ability to withstand market volatility and improved its financial risk profile. For more information, please see the press release "Morningstar DBRS Changes Trend on CES Energy Solutions Corp. to Positive from Stable, Confirms Credit Rating at B (high)," dated May 3, 2024. Notes: All figures are in Canadian dollars unless otherwise noted. CIBUS INC: Signs Agreements to Sell 1.3 Million Class A Shares -------------------------------------------------------------- Cibus, Inc., reported in a Form 8-K filed with the Securities and Exchange Commission on June 13, 2024, that the Company entered into Securities Purchase Agreements with various certain investors on June 11, 2024, as well as Rory Riggs, the Company's chief executive officer. Pursuant to the Purchase Agreements, the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Purchasers (i) an aggregate of 1,298,040 shares of the Company's Class A Common Stock, $0.0001 par value per share, and (ii) accompanying common warrants to purchase an aggregate of 1,298,040 shares of Class A Common Stock. Each share of Class A Common Stock is being sold together with an accompanying Common Warrant to purchase one share of Class A Common Stock. The combined offering price for each share of Class A Common Stock and the accompanying Common Warrant is $10.00, except that each share of Class A Common Stock and the accompanying Common Warrant issued to Mr. Riggs has a combined offering price of $10.20, which represents the closing bid price for a share of Class A Common Stock on June 11, 2024, plus a value of $0.125 in respect of the Common Warrant, in accordance with applicable Nasdaq rules. Each Common Warrant has an initial exercise price equal to $10.00 per share of Class A Common Stock, except that the Common Warrants issued to Mr. Riggs has an initial exercise price equal to $10.07 per share of Class A Common Stock, which represents the closing bid price for a share of Class A Common Stock on June 11, 2024. The Common Warrants are immediately exercisable and expire on June 13, 2029. The exercise price and the number of shares of Class A Common Stock issuable upon exercise of the Common Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Class A Common Stock. The Common Warrants may be redeemed at the Company's option at any time following the occurrence of (i) the Company's public announcement of an operational Soybean platform and (ii) the first date on which the closing price of the Class A Common Stock on Nasdaq equals or exceeds $20.00 per share for fifteen consecutive trading days, at a redemption price of $0.0001 per Common Warrant. Warrants may not be exercised at any time after notice of redemption shall have been given by the Company. The Purchase Agreements contain customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. Pursuant to the Purchase Agreements and subject to exceptions, the Company has agreed to certain restrictions on the issuance and sale of its Class A Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 60-day period following the closing of the Offering. Each of the Company's executive officers and directors have agreed, subject to certain exceptions, not to dispose of or hedge any shares of Class A Common Stock or securities convertible into or exchangeable for shares of Class A Common Stock during the 60-day period following the closing of the Offering. The Shares and Common Warrants were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-273062), which was filed with the SEC on Oct. 25, 2023 and was declared effective by the Commission on Oct. 27, 2023. The Offering is expected to close on or about June 13, 2024, subject to customary closing conditions. Placement Agency Agreement On June 11, 2024, the Company entered into a placement agency agreement with A.G.P./Alliance Global Partners, pursuant to which A.G.P. as the sole placement agent in connection with the Offering. The Company agreed to pay the Placement Agent a fee in cash equal to (i) 6.0% of the aggregate proceeds from the sale of the Shares and Common Warrants to certain Investors and (ii) 3.0% of the aggregate proceeds from the sale of the Shares and Common Warrants to certain other Investors. The Company will not pay a fee to the Placement Agent in connection with the Shares and Common Warrants sold to Mr. Riggs. The Company also agreed to reimburse the Placement Agent for all reasonable and documented out-of-pocket expenses, including the accountable fees of counsel, not to exceed $100,000. The Placement Agency Agreement contains customary representations, warranties, indemnification and other provisions customary for transactions of this nature. About Cibus Headquartered in San Diego, CA, Cibus -- http://www.cibus.com/-- is an agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits (or specific genetic characteristics) in seeds. Its primary business is the development of plant traits that help address specific productivity or yield challenges in farming such as traits addressing plant agronomy, disease, insects, weeds, nutrient-use, or the climate. These traits are referred to as productivity traits and drive greater farming profitability and efficiency. They do this in several ways, including, but not limited to, making plants resistant to diseases or pests or enabling plants to process nutrients more efficiently. Certain of these traits lead to the reduction in the use of chemicals like fungicides, insecticides, or the reduction of fertilizer use, while others make crops more adaptable to their environment or to climate change. The ability to develop productivity traits in seeds that can increase farming productivity and reduce the use of chemicals in farming is the promise of gene editing technologies. In addition, Cibus is developing, through partner-funded projects, certain alternative plant-based oils or bio-based fermentation products to meet the functional needs of the new sustainable ingredients industry to replace current ingredients that are identified to raise environmental challenges, such as ingredients derived from fossil fuels, materials that cause deforestation, or materials that raise other sustainability challenges. San Diego, California-based BDO USA, P.C., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has incurred recurring losses from operations and negative cash flows from operations. COMMUNITY HEALTH: Unit Completes $1.2-Bil. Senior Notes Offering ---------------------------------------------------------------- Community Health Systems, Inc. (the "Company") disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 5, 2024, CHS/Community Health Systems, Inc. (the "Issuer"), a direct, wholly owned subsidiary of the Company, completed its previously announced offering of an additional $1,225,000,000 aggregate principal amount of its 10.875% Senior Secured Notes due 2032. The Tack-On Notes were issued as additional notes under the indenture, dated as of December 22, 2023, among the Issuer, the Company, the subsidiary guarantors party thereto, Regions Bank, as trustee, and U.S. Bank Trust Company, National Association, as collateral agent, as amended and supplemented by a supplemental indenture, dated as of June 5, 2024, among the Issuer, the Company, the subsidiary guarantors party thereto, the Trustee and the Notes Collateral. The Tack-On Notes bear interest at a rate of 10.875% per year payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2024. The Tack-On Notes are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the Issuer’s current and future domestic subsidiaries that provide guarantees under the Issuer’s ABL facility, any capital market debt securities of the Issuer (including the Issuer’s outstanding senior notes) and certain other long-term debt of the Issuer and the guarantors. The Tack-On Notes and the guarantees are secured by: (i) first-priority liens on the collateral that also secures on a first-priority basis the Issuer’s existing senior-priority secured notes (the "Existing Senior-Priority Secured Notes") and (ii) second-priority liens on the collateral that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis the Existing Senior-Priority Secured Notes), in each case subject to permitted liens described in the Indenture. The Tack-On Notes are subject to the terms of three intercreditor agreements: (1) the intercreditor agreement which governs the relative rights of the secured parties in respect of the ABL Facility, the Existing Senior-Priority Secured Notes, the Issuer’s existing junior-priority secured notes and the Tack-On Notes, (2) the intercreditor agreement which governs the relative rights of the secured parties in respect of the Existing Senior-Priority Secured Notes, the Existing Junior-Priority Secured Notes and the Tack-On Notes and (3) the intercreditor agreement which governs the relative rights of holders of the Tack-On Notes, holders of the Existing Senior-Priority Secured Notes and holders of any future obligations secured on a pari passu basis with the Notes. Each of the Intercreditor Agreements restricts the actions permitted to be taken by the Notes Collateral Agent with respect to the Collateral on behalf of the holders of the Notes. At any time prior to February 15, 2027, the Issuer may redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date plus a "make-whole" premium, as described in the Indenture. On or after February 15, the Issuer may redeem some or all of the Notes at any time and from time to time at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to February 15, 2027, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at the redemption price set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to February 15, 2027, but not more than once during each twelve-month period commencing on December 22, 2023, the Issuer may redeem up to 10% of the original aggregate principal amount of the Notes at a price equal to 103% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. If the Company or the Issuer experiences a Change of Control, the Issuer is required to offer to repurchase the Notes at 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. The Indenture contains covenants that, among other things, limit the Issuer’s ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, incur restrictions on the ability of the Issuer’s restricted subsidiaries that are not guarantors to pay dividends or make certain other payments, create or incur certain liens, sell assets and subsidiary stock, impair the security interests, transfer all or substantially all of the Issuer’s assets or enter into merger or consolidation transactions, and enter into transactions with affiliates. The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in the Indenture, failure to pay certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, failure to perfect certain collateral securing the Notes issued pursuant to the Indenture and certain events of bankruptcy or insolvency. Additionally, on June 5, 2024, CHS/Community Health Systems, Inc., as borrower and the Company entered into that certain Second Amendment and Restatement Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the lenders party thereto, to refinance and replace its existing Amended and Restated ABL Credit Agreement, dated as of November 22, 2021, by and among the Borrower, the Community Health Systems, Inc., as the Parent, the subsidiaries of the Borrower party thereto, the lenders party thereto, the Administrative Agent and the ABL Collateral Agent. Pursuant to the Amended and Restated ABL Credit Agreement, the lenders have extended to the Borrower a revolving asset-based loan facility in the maximum aggregate principal amount of $1,000,000,000, subject to borrowing base capacity. The ABL Facility includes borrowing capacity available for letters of credit of $200,000,000. Borrowings under the ABL Facility bear interest at a rate per annum equal to an applicable margin, plus, at the Borrower’s option, either (a) a base rate or (b) the Federal Reserve’s secured overnight financing rate. The applicable margin under the ABL Facility will be determined based on excess availability as a percentage of the maximum commitment amount under the ABL Facility at a rate per annum of 0.75%, 1.00% and 1.25% for loans based on the base rate and 1.75%, 2.00% and 2.25% for loans based on the SOFR rate. The applicable commitment fee rate under the ABL Facility will be determined based on average utilization as a percentage of the maximum commitment amount under the ABL Facility at a rate per annum of either 0.25% or 0.375% times the unused portion of the ABL Facility. In addition to paying interest on outstanding principal under the ABL Facility, the Borrower is required to pay customary commitment and letter of credit fees. Principal amounts outstanding under the 5-year ABL Facility will be due and payable in full on June 5, 2029. The ABL includes a 91 day springing maturity applicable if more than $350 million in the aggregate principal amount of the Borrower’s 8.000% senior notes due 2026, 5.625% senior secured notes due 2027, 8.000% senior secured notes due 2027, 5.875% senior notes due 2028, 6.000% senior secured notes due 2029, 6.875% junior-priority secured notes due 2029, 6.125% junior-priority secured notes due 2030, or refinancings thereof scheduled to mature or similarly become due on a date prior to June 5, 2029. The Company and all domestic subsidiaries of the Company that guarantee the Borrower’s other outstanding senior and senior secured indebtedness will guarantee the obligations of the Borrower under the ABL Facility. Subject to certain exceptions, all obligations under the ABL Facility and the related guarantees are secured by a perfected first-priority security interest in substantially all of the accounts receivable, deposit, collection and other accounts and contract rights, books, records and other instruments related to the foregoing of the Company, the Borrower and the guarantors as well as a perfected junior-priority third lien security interest in substantially all of the other assets of the Company, the Borrower and the guarantors, subject to customary exceptions and intercreditor arrangements. The ABL Facility contains negative and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to asset-based credit facilities. The Issuer used the net proceeds of the Notes Offering, together with cash on hand, to redeem all $1,116 million aggregate principal amount of the Issuer’s outstanding 8.000% Senior Secured Notes due 2026, to fund approximately $100 million of repurchases of its other existing notes, to pay related fees and expenses and for general corporate purposes. About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. Its affiliates provide healthcare services, developing and operating healthcare delivery systems in 40 distinct markets across 15 states. As of March 31, 2024, the Company has $14.4 billion in total assets, $15.3 billion in total liabilities, and $1.21 billion in total stockholders' deficit. * * * As reported by the TCR on Dec. 15, 2023, Moody's Investors Service downgraded CHS/Community Health Systems, Inc.'s Corporate Family Rating to Caa2 from Caa1. Moody's said the downgrade of Community Health's ratings reflects the company's very high level of the financial leverage and the company's inability to generate positive free cash flow despite some industry wide easing of labor pressure in recent quarters. As reported by the TCR on Dec. 20, 2023, S&P Global Ratings raised its rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). S&P said, "We believe Community Health's capital structure is currently unsustainable. The company remains highly leveraged with S&P Global Ratings-adjusted debt to EBITDA of 8.4x. In addition, the company has not established a track record of sustained positive free cash flow generation. While we expect improved EBITDA margins and positive cash flow in 2024, leverage will remain high while the company has a significant interest burden and maturities starting in 2026." COMTECH TELECOMMUNICATIONS: Delays 10-Q Over Refinancing Efforts ---------------------------------------------------------------- Comtech Telecommunications Corp. reported in a Form 12b-25 filed with the Securities and Exchange Commission on June 10, 2024, that due to the Company's ongoing efforts to refinance its Credit Facility and complete its quarterly goodwill and going concern reporting considerations, the Company is unable to file its Quarterly Report on Form 10-Q for the period ended April 30, 2024 within the prescribed time period without unreasonable effort or expense. The Company currently anticipates filing the Report within the time period provided by Rule 12b-25 promulgated under the Securities Exchange Act of 1934. About Comtech Telecommunications Founded in 1967, Comtech Telecommunications Corp is a global provider of next-generation 911 emergency systems ("NG-911") and secure wireless and satellite communications technologies. This includes the critical communications infrastructure that people, businesses, and governments rely on when durable, trusted connectivity is required, no matter where they are -- on land, at sea, or in the air -- and no matter what the circumstances -- from armed conflict to a natural disaster. The Company's solutions are designed to fulfill its customers' needs for secure wireless communications in the most demanding environments, including those where traditional communications are unavailable or cost-prohibitive, and in mission-critical and other scenarios where performance is crucial. ComTec reported a net loss of $26.90 million for the year ended July 31, 2023, a net loss of $33.05 million for the year ended July 31, 2022, and a net loss of $73.48 million for the year ended July 31, 2021. As of Jan. 31, 2024, the Company had $996.76 million in total assets, $423.30 million in total liabilities, $166.50 million in convertible preferred stock, and $406.96 million in total stockholders' equity. CRYSTAL PACKAGING: Joli Lofstedt Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 11 appointed Joli Lofstedt, Esq., as Subchapter V trustee for Crystal Packaging, Inc. Ms. Lofstedt, a practicing attorney in Louisville, Colo., will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Lofstedt declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joli A. Lofstedt, Esq. P.O. Box 270561 Louisville, CO 80027 Phone: (303) 476-6915 Fax: (303) 604-2964 Email: joli@jaltrustee.com About Crystal Packaging Crystal Packaging, Inc. is a family-owned liquid blending company in Henderson, Colo., offering a variety of contract and toll services for organizations across the country. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-13093) on June 4, 2024, with up to $50,000 in assets and up to $10 million in liabilities. C. Scott Vincent, president, signed the petition. Judge Thomas B. Mcnamara oversees the case. David V. Wadsworth, Esq., at Wadsworth Garber Warner Conrardy, P.C., is the Debtor's legal counsel. CXOSYNC LLC: Neema Varghese Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 11 appointed Neema Varghese of NV Consulting Services as Subchapter V trustee for CXOsync, LLC. Ms. Varghese will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Varghese declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Neema T. Varghese NV Consulting Services 701 Potomac, Ste. 100 Naperville, IL 60565 Tel: (630) 697-4402 Email: nvarghese@nvconsultingservices.com About CXOsync LLC CXOsync, LLC is a corporate event planner which presents events and workshops geared toward CIOs, CISOs, CMOs, and CFOs of businesses. It hosts live and virtual events to ather CXOs from the world's largest corporations and brands. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08351) on June 5, 2024, with $128,315 in assets and $6,030,532 in liabilities. Rupen Patel, managing member, signed the petition. Judge Janet S. Baer presides over the case. Ben Schneider, Esq., at The Law Offices of Schneider and Stone represents the Debtor as bankruptcy counsel. D.A. BEEC-007: Arturo Cisneros Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 16 appointed Arturo Cisneros as Subchapter V trustee for D.A. BEEC-007, LLC. Mr. Cisneros will be paid an hourly fee of $600 for his services as Subchapter V trustee while the trustee administrator will be compensated at $200 per hour. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Mr. Cisneros declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Arturo Cisneros 3403 Tenth Street, Suite 714 Riverside, CA 92501 Phone: (951) 682-9705/(951) 682-9707 Email: Arturo@mclaw.org About D.A. BEEC-007 D.A. BEEC-007, LLC, a Los Angeles-based company, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-14433) on June 3, 2024, with $1 million to $10 million in both assets and liabilities. Anne Kihagi, manager, signed the petition. Judge Julia W. Brand presides over the case. Julie N. Nong, Esq., at NT Law represents the Debtor as bankruptcy counsel. DANIEL J. WALLACE MD: John-Patrick Fritz Named Subchapter V Trustee ------------------------------------------------------------------- The U.S. Trustee for Region 16 appointed John-Patrick Fritz as Subchapter V trustee for Daniel J. Wallace M.D., a Medical Corporation. Mr. Fritz will be paid an hourly fee of $695 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. The compensation for his trustee administrators (Jason Klassi, Linda Riess and Connie Ray) is $300 per hour. Mr. Fritz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: John-Patrick M. Fritz Levene, Neale, Bender, Yoo & Golubchik, L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 About Daniel J. Wallace M.D. Daniel J. Wallace M.D., a Medical Corporation specializes in the treatment of rheumatic diseases and the research of autoimmune and inflammatory diseases. It conducts business under the name Wallace and Lee Center in Beverly Hills. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-14429) on June 3, 2024, with $301,368 in assets and $3,884,496 in liabilities. Daniel J. Wallace M.D., chief executive officer, signed the petition. Judge Barry Russell presides over the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger represents the Debtor as bankruptcy counsel. DANT A. SANDRAS: Lucy Sikes Named Subchapter V Trustee ------------------------------------------------------ The Acting U.S. Trustee for Region 5 appointed Lucy Sikes as Subchapter V trustee for Dant A. Sandras, D.D.S., L.L.C. Ms. Sikes will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Sikes declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lucy G. Sikes P.O. Box 52545 Lafayette, LA 70505-2545 Telephone: 337-366-0214 Facsimile: 337-628-1319 Email: lucygsikes1@gmail.com About Dant A. Sandras D.D.S. Dant A. Sandras, D.D.S., L.L.C. is primarily engaged in the private or group practice of general or specialized dentistry or dental surgery. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code ((Bankr. E.D. La. Case No. 24-11046) on June 4, 2024, with $588,287 in assets and $1,351,495 in liabilities. Dant A. Sandras, president and owner, signed the petition. Judge Meredith S. Grabill presides over the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC represents the Debtor as bankruptcy counsel. DATASEA INC: All Three Proposals Approved at Annual Meeting ----------------------------------------------------------- Datasea Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on June 11, 2024, that on June 6, 2024, the Company held its Annual Meeting at which the stockholders: (1) elected Zhixin Liu, Fu Liu, Yan Yang, Chun Kwok Wong and Michael J. Antonoplos, each to serve until the next annual meeting of shareholders or until their respective successors shall have been elected and qualified; (2) ratified the appointment of Paris Kreit & Chiu CPA LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024; and (3) approved the Amendment No.3 to the Company's 2018 Equity Incentive Plan. About Datasea Headquartered in Beijing, People's Republic of China, Datasea Inc. is a technology company incorporated in Nevada, USA on Sept. 26, 2014, with subsidiaries and operating entities located in Delaware, US and China, that provides intelligent acoustics (including ultrasound, infrasound, directional sound, and Schumann resonance), 5G messaging and other products and services to various corporate and individual customers. The acoustic business offers a wide range of cutting-edge products including high-quality sonic air disinfection solutions, skin repair and beauty solutions, as well as sleep-aid devices. The Company's products find extensive applications across various industries and sectors, including sonic antivirus, sonic beauty, sonic medical treatments, and sonic agriculture. For the three months ended March 31, 2024 and 2023, the Company had a net loss of approximately $4.14 million and $1.30 million, respectively. For the nine months ended March 31, 2024 and 2023, the Company had a net loss of approximately $6.00 million and $3.92 million, respectively. The Company had an accumulated deficit of approximately $34.06 million as of March 31, 2024, and negative cash flow from operating activities of approximately $5.95 million and $2.33 million for the nine months ended March 31, 2024 and 2023, respectively. The Company said the historical operating results including recurring losses from operations raise substantial doubt about its ability to continue as a going concern. DELTA APPAREL: Elkay Partners Terminates Real Estate Purchase Deal ------------------------------------------------------------------ Delta Apparel, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on June 11, 2024, that on June 6, 2024, Elkay Partners, NY LLC (the "Buyer") exercised its discretionary right to terminate the Real Estate Purchase and Sale Contract entered into between Delta Apparel, Inc. and the Buyer dated Feb. 26, 2024, for the sale and long-term leaseback of the Company's approximately 35-acre campus in Fayetteville, North Carolina. The purchase price for the Fayetteville campus contained in the Agreement was $23.5 million and the Agreement contained customary representations, warranties and covenants made by the Company. The obligations of the Buyer under the Agreement were subject to inspection, due diligence and other customary closing conditions. The Agreement contained a transaction closing condition requiring the Company or its wholly-owned subsidiary to enter into a long-term lease agreement with the Buyer or its affiliate, with such lease agreement having an initial term of 10.5 years. The Company is not aware of any material relationship that it or its affiliates have with the Buyer other than in respect of the Agreement. The Company did not incur any early termination penalties in connection with the termination of the Agreement. About Delta Apparel Headquartered in Duluth, Georgia, Delta Apparel, Inc. is a vertically integrated, international apparel company with approximately 6,800 employees worldwide. The Company designs, manufactures, sources, and markets a diverse portfolio of core activewear and lifestyle apparel products under its primary brands of Salt Life, Soffe, and Delta. The Company specializes in selling casual and athletic products through a variety of distribution channels and tiers, including outdoor and sporting goods retailers, independent and specialty stores, better department stores and mid-tier retailers, mass merchants, eRetailers, the U.S. military, and through its business-to-business digital platform. "Our current liquidity position raises substantial doubt as to our ability to continue as a going concern over the next 12 months and we believe we will need to raise capital or obtain other liquidity in the near future in order to have sufficient resources to fund our operations and meet the obligations specified in our Amended Credit Agreement for the next 12 months. To date, we have been unable to raise the necessary capital or otherwise obtain the necessary liquidity to have sufficient resources to fund our operations and meet the obligations specified in our Amended Credit Agreement for the next 12 months. Moreover, there can be no assurance that we will be successful in raising the necessary capital or otherwise obtaining the necessary liquidity, that any such capital or liquidity will be available to us on terms acceptable to us, or at all, or that we will be successful in any of our other endeavors to become financially viable and continue as a going concern. Our inability to raise additional capital or obtain other liquidity on acceptable terms in the near future would have a material adverse effect on our business, prospects, results of operations, liquidity and financial condition. Furthermore, any decline in the market price of our common stock could make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate," the Company said in its Quarterly Report on Form 10-Q for the period ended March 30, 2024. DELTA APPAREL: EVP & CAO's Resignation Takes Effect --------------------------------------------------- Delta Apparel, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission on June 11, 2024, that Justin M. Grow, executive vice president and chief administrative officer, amended the effective date of his resignation to June 5, 2024. Mr. Grow previously submitted his resignation on May 3, 2024, with an effective date of July 2, 2024. On June 6, 2024, Matthew J. Miller, president of Delta Group submitted his resignation effective immediately. About Delta Apparel Headquartered in Duluth, Georgia, Delta Apparel, Inc. is a vertically integrated, international apparel company with approximately 6,800 employees worldwide. The Company designs, manufactures, sources, and markets a diverse portfolio of core activewear and lifestyle apparel products under its primary brands of Salt Life, Soffe, and Delta. The Company specializes in selling casual and athletic products through a variety of distribution channels and tiers, including outdoor and sporting goods retailers, independent and specialty stores, better department stores and mid-tier retailers, mass merchants, eRetailers, the U.S. military, and through its business-to-business digital platform. "Our current liquidity position raises substantial doubt as to our ability to continue as a going concern over the next 12 months and we believe we will need to raise capital or obtain other liquidity in the near future in order to have sufficient resources to fund our operations and meet the obligations specified in our Amended Credit Agreement for the next 12 months. To date, we have been unable to raise the necessary capital or otherwise obtain the necessary liquidity to have sufficient resources to fund our operations and meet the obligations specified in our Amended Credit Agreement for the next 12 months. Moreover, there can be no assurance that we will be successful in raising the necessary capital or otherwise obtaining the necessary liquidity, that any such capital or liquidity will be available to us on terms acceptable to us, or at all, or that we will be successful in any of our other endeavors to become financially viable and continue as a going concern. Our inability to raise additional capital or obtain other liquidity on acceptable terms in the near future would have a material adverse effect on our business, prospects, results of operations, liquidity and financial condition. Furthermore, any decline in the market price of our common stock could make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate," the Company said in its Quarterly Report on Form 10-Q for the period ended March 30, 2024. EAST TOWN MANAGEMENT: Unsecureds to Split $50K over 3 Years ----------------------------------------------------------- East Town Management, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Wisconsin a Plan of Reorganization under Subchapter V dated May 28, 2024. The Debtor is single member entity. Its sole member is Christopher Knight. Throughout its history, the Debtor has purchased, restored, and rented out residential properties throughout the City of Milwaukee. The rental income from the properties is one source of the Debtor's revenue. In addition, the Debtor also earns management fees managing rental properties for other owners and commissions acting as a consultant for construction projects. The Debtor also earns commissions for the sale of real estate. In 2022, the Debtor began to experience cash-flow problems following a dispute with one of its lenders. Unable to reach a resolution on the dispute, the lender filed a lawsuit that triggered defaults under the Debtor's other lending agreements. The increasing costs resulted in payment defaults to the Debtor's primary lender, Lima One Capital. The Debtor was forced to file a voluntary petition under chapter 11 of the United States Bankruptcy Code to reorganize and preserve the value of its estate. The financial projections show the Debtor will have projected disposable income of approximately $80,000. The final Plan payment is expected to be paid three years after the Effective Date. Secured creditors will be paid over a longer period of time. This Plan proposes to pay creditors of the Debtor from future income from operations. Class 14 consists of all non-priority unsecured claims allowed under Section 502 of the Code against the Debtor. All non-priority unsecured claims estimated to total $1,435,668 will share on a pro-rata basis from a total of $50,000 paid in three annual distributions of $10,000 in year one and $20,000 for years two and three of the Plan. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, the amount will be reduced by any fees of the Subchapter V Trustee paid for the continuing involvement to monitor distributions. The interests of the equity security holders in the Debtor shall retain their interests and are not impaired by the Plan. The Debtor shall implement the Plan through future income from operations. A full-text copy of the Plan of Reorganization dated May 28, 2024 is available at https://urlcurt.com/u?l=GH5oAG from PacerMonitor.com at no charge. Attorneys for the Debtor: Evan P. Schmit, Esq. Kerkman & Dunn 839 N. Jefferson St., Suite 400 Milwaukee, WI 53202 Telephone: (414) 277-8200 Facsimile: (414) 277-0100 Email: eschmit@kerkmandunn.com About East Town Management East Town Management, LLC has purchased, restored, and rented out residential properties throughout the City of Milwaukee. The Debtor filed its voluntary petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 24-20856) on Feb. 26, 2024, with up to $10 million in both assets and liabilities. Christopher Knight, sole member, signed the petition. Judge Beth E. Hanan oversees the case. Evan P. Schmit, Esq., at Kerkman & Dunn represents the Debtor as legal counsel. ELASTIC NV: Moody's Upgrades CFR & Sr. Unsecured Notes to Ba3 ------------------------------------------------------------- Moody's Ratings upgraded Elastic N.V.'s Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba2-PD from B1-PD, and the rating for the senior unsecured notes to Ba3 from B1. The Speculative Grade Liquidity Rating (SGL) remains unchanged at SGL-1. The outlook is stable. RATINGS RATIONALE The upgrade reflects Elastic's strong revenue growth prospects, improving profitability and free cash flow generation. Elastic benefits from its leading enterprise search platform, rapidly growing presence in the observability and security markets, and Generative AI (GenAI) applications. Elastic's extensive user base and the broad applicability of solutions for different use cases suggest a large total addressable market and strong growth opportunity for the company. The company continues to see strong momentum in Elastic cloud, which grew 29% in fiscal 2024 (ending April 30, 2024), and success with the land and expand strategy by growing the number of customers spending over $100,000 in annual contract value by 15%. In 2023, Elastic launched its Elasticsearch Relevance Engine (ESRE), a collection of tools that combine machine learning models, data transformation and storage, and data search and retrieval. ESRE allows customers to build GenAI applications without complicated and expensive model training. While Elastic does not expect significant revenue contribution in fiscal 2025, the approach to GenAI and current product offering positions the company well to benefit from expansion of GenAI applications in the long-term. Over the next year, Moody's projects the company's revenue growth to sustain in the upper-teens percentage range. As Elastic continues to balance investments with profitability, Moody's expects further expansion of non-GAAP operating margins. Although GAAP EBITDA remains negative due to sizable stock-based compensation expense, on a cash adjusted basis, EBITDA growth supported deleveraging to 2.2x in fiscal 2024 with projected further decreases to 2x in fiscal 2025. At the same time, free cash flow improved to $145 million in fiscal 2024 and Moody's expects around $200 million of free cash flow in fiscal 2025. Elastic's rating is constrained by the highly competitive and rapidly evolving technology landscape with many large and established competitors. The security and observability markets are highly fragmented and rapidly evolving as customer needs are shifting in response to increasing threats of cyber breaches and changing IT infrastructure. This will likely result in significant organic and inorganic investments to stay ahead of the competition. The rapid advance of generative AI adds more pressure on technology companies to quickly develop solutions that help their customers drive automation and productivity. These trends could potentially result in Elastic reexamining its priorities in favor of investments over profitability, leading to weaker earnings and cash flow growth than currently anticipated. The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects very good liquidity supported by unrestricted cash and cash equivalents of approximately $1.1 billion as of April 30, 2024. As the company's operating leverage and profitability improve, Moody's expects free cash flow to increase to around $200 million in fiscal 2025. The company's annual cash interest expense is set at $23.7 million with small capital investment requirements at about $3 million a year. Elastic does not have access to an external revolving credit facility. The stable outlook reflects Moody's expectation that Elastic's credit metrics will continue to improve supported by strong organic revenue and earnings growth. The stable outlook also reflects the expectation that Elastic will maintain healthy cash balance relative to debt levels. The Ba3 rating on senior unsecured notes due 2029 reflects the Ba2-PD Probability of Default Rating and Moody's expectation that the company will maintain its single class unsecured debt structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Elastic's ratings could be upgraded if the company maintains strong revenue and free cash flow growth, and it establishes a longer track record of balanced financial policies, including low debt levels. The ratings could be downgraded if Elastic's revenue or operating margins decline, free cash flow to debt declines below 15%, and/or the company were to pursue more aggressive financial strategy that results in Moody's adjusted cash leverage sustaining above 4x. Elastic N.V. is a software company that uses search technology across solutions for enterprise search, observability, and security, built on one technology stack that can be deployed on premises, within public or private clouds, or in a hybrid model. The company generated revenue of $1.3 billion in fiscal 2024 (ending April 30, 2024). The principal methodology used in these ratings was Software published in June 2022. EMPIRE TODAY: $595MM Bank Debt Trades at 24% Discount ----------------------------------------------------- Participations in a syndicated loan under which Empire Today LLC is a borrower were trading in the secondary market around 75.6 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $595 million Term loan facility is scheduled to mature on April 3, 2028. The amount is fully drawn and outstanding. Headquartered in Northlake, Ill., Empire Today, LLC is a specialty retailer of carpet, hard floor, and window treatments. The company offers shop-at-home sales in the largest metropolitan markets in the U.S. ENGLISH FOR A LIFETIME: John Whaley Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 21 appointed John Whaley, a practicing accountant in Atlanta, Ga., as Subchapter V trustee for English For A Lifetime, LLC. Mr. Whaley will be paid an hourly fee of $410 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Whaley declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: John T. Whaley, CPA P.O. Box 76362 Atlanta, GA 30358 Phone: 404-946-5272 Email: trustee@jtwcpa.net About English For A Lifetime English For A Lifetime, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-55897) on June 4, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. ENSERVCO CORP: Further Updates Plan to Regain NYSE Compliance ------------------------------------------------------------- Enservco Corporation, on June 13, 2024, provided a further update on its plan to regain compliance with NYSE American listing standards, including the status of its previously announced planned resolution of its equity deficit. The Company's management believes that timely completion of the Updated Plan will satisfy the stockholders' equity requirement and allow Enservco to retain its listing on the NYSE American exchange. KEY HIGHLIGHTS & STATUS OF UPDATED PLAN The Updated Plan incorporates a strategic shift from substantial reliance upon seasonal frac water heating to less volatile hot oiling and energy logistics services through the acquisition of Buckshot Trucking combined with the addition of new equity and other components to be announced in the coming weeks. The initial components of the Updated Plan and related status, include: * Secure $10 million equity line of credit: On June 11, 2024, Enservco entered into a Common Stock Purchase Agreement with an institutional investor, whereby the Company may elect, in its sole discretion, to sell to the Purchaser upon the satisfaction of certain conditions, up to the lesser of: (1) $10 million of newly issued shares of Enservco's common stock, and (2) 7,310,000 shares of Common Stock, representing 19.99% of the total number of shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement. The 19.99% limitation will not apply if we obtain stockholder approval to issue additional shares of Common Stock. * Convert $2.2 million of debt to equity: On June 7, 2024, Rich Murphy and Cross River Partners, L.P., converted their $1.2 million November 2022 convertible note and the aggregate of $1.0 million of September and October 2023 convertible notes into equity. * Issue $1.25 million of equity to close Buckshot acquisition: The Company remains focused on the near-term completion of its previously announced acquisition of Buckshot Trucking LLC, which includes, amongst other terms, the issuance of $1.25 million of equity. * Further asset rationalization and reduction in seasonality: The Company is continuing to explore strategic initiatives to rationalize its assets and reduce reliance upon the seasonal frac heating business. MANAGEMENT COMMENTARY Rich Murphy, Enservco's CEO and Chairman, stated, "We are working closely with the NYSE American through their formal appeals process to cure our deficit and bring Enservco's stockholder's equity to a minimum of $6.0 million through execution of the Updated Plan we will provide to the NYSE American. We have made important progress on the components in support of our plans, including recently securing a $10 million equity line of credit. This infusion complements the $2.2 million of debt that I and Cross River Partners recently converted into equity as a demonstration of our confidence in the Company, and the $1.25 million of proposed new equity to be included as consideration for completing the transformative Buckshot acquisition in the third quarter. We are committed to returning to full compliance with NYSE American and will continue to inform shareholders of the completion of additional steps in the weeks ahead." Mr. Murphy, concluded, "The enhancement of our capital structure represents another important step in our continued efforts to rationalize our asset base, prudently manage and enhance our cost structure, and improve our financial position. Our focus has been on executing opportunities designed to drive the long-term health and sustainability of our business. This includes the Buckshot acquisition that will expand our service offering into energy logistics offering year-round cash flow and earnings visibility, as well as the opportunity for growth in new markets and an expanded customer base. We will continue to look closely for strategic transactions that provide our business with increased financial visibility and potential growth prospects, while we also explore strategic initiatives to further rationalize our assets and reduce reliance upon our seasonal frac heating business." BACKGROUND & NEXT STEPS On June 10, 2024, the Company announced that the staff of NYSE Regulation had determined to commence proceedings to delist the common stock of Enservco from the Exchange. NYSE Regulation has determined that the Company is no longer suitable for listing pursuant to Section 1009(a) of the NYSE American Company Guide as the Company had not yet completed its refinancing plan to attain a minimum of $6.0 million of stockholders' equity by June 9, 2024. The Company has the right to a review of staff's determination to delist the common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange. Enservco is requesting a hearing to appeal the staff's determination with the Panel and plans to submit its plan to cure its equity deficit on or before the expected hearing date. The hearing date will be set by the Panel and the Company will communicate that date to stockholders when established. Following such appeal, a decision by the Panel will be made and announced by NYSE Regulation regarding either proceeding with suspension and delisting or continued trading in the Company's common stock. During the appeal review period, the Company's stock will continue to be listed and traded on the NYSE American exchange. However, there can be no assurance that the Company will successfully execute all of the elements of the Updated Plan and thus regain compliance with all applicable NYSE American listing standards. In such event, Enservco's common stock will be delisted from the NYSE American. About Enservco Enservco -- www.enservco.com -- provides a range of oilfield services through its various operating subsidiaries, including hot oiling, acidizing, frac water heating, and related services. The Company has a broad geographic footprint covering major domestic oil and gas basins across the United States. Houston, Texas-based Pannell Kerr Forster of Texas, P.C., the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has a significant working capital deficiency, has recurring 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. EOS US FINCO: $534.7MM Bank Debt Trades at 18% Discount ------------------------------------------------------- Participations in a syndicated loan under which EOS US Finco LLC is a borrower were trading in the secondary market around 81.6 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $534.7 million Term loan facility is scheduled to mature on October 9, 2029. The amount is fully drawn and outstanding. EOS US Finco LLC is a hardware technology company based in the United States. EXACTECH INC: $235MM Bank Debt Trades at 60% Discount ----------------------------------------------------- Participations in a syndicated loan under which Exactech Inc is a borrower were trading in the secondary market around 40.0 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $235 million Term loan facility is scheduled to mature on February 14, 2025. About $218.8 million of the loan is withdrawn and outstanding. Exactech, Inc. develops, manufactures, markets, and sells orthopedic implant devices and related surgical instrumentation. FRONTIER COMMUNICATIONS: Moody's Affirms 'B3' CFR, Outlook Stable ----------------------------------------------------------------- Moody's Ratings affirmed Frontier Communications Holdings, LLC's B3 Corporate Family Rating, B3-PD Probability of Default Rating, B3 rating on the senior secured first lien notes and bank credit facilities, and Caa2 rating on the senior secured second lien notes. The affirmation follows Frontier's $750 million proposed offering of asset backed securities. Concurrently, Moody's also assigned B3 rating to the new $1,025 million senior secured first lien term loan B. The company's speculative grade liquidity rating (SGL) remains at SGL-2 reflecting good liquidity. The outlook is stable. Proceeds from the proposed $750 million fiber securitization notes offering will be used to repay the $400 million term loan B due October 2027, and to pre-fund a portion of the company's on-going fiber expansion to reach 10 million fiber passings. Pro forma for this $750 million capital raise and the $1,025 million refinancing of the term loan B, Moody's projects Frontier's total debt-to-EBITDA (inclusive of Moody's adjustments) will be 5.9x at year-end 2024. Excluding debt and earnings on assets contributed to the special purpose vehicle to back the fiber securitization financing, Moody's projects total debt-to-EBITDA for year end 2024 will be 5.5x. The B3 rating assigned to the term loan B facility is at the same level as the CFR, reflecting the benefits from a first lien pledge of stock of certain subsidiaries of Frontier. Separately, the securitized debt (not rated) issued by a special-purpose, bankruptcy remote, indirect wholly owned subsidiary of Frontier is excluded from Moody's LGD waterfall for Frontier. RATINGS RATIONALE Frontier's B3 CFR reflects the company's high leverage, sizable capex program and elevated execution risks associated with the company's on-going plans to modernize and transform its legacy network to fiber. Over the next few years, Frontier aims to increase its expected fiber passings to 10 million from around 6.8 million at March 31, 2024. In addition, the rating considers the competitive intensity in the telecommunications services industry. Across most of the company's footprint, Frontier competes against well entrenched cable operators, wireless competitors, and to a lesser degree overbuilders who offer similar services to enterprise and consumers. At the same time, the rating accounts for the company's continued operating success in expanding its fiber footprint, increasing fiber penetration, lowering customer churn and recapturing market share. This improvement in operating performance has reversed a multi-year trend of declining revenue, contracting EBITDA margins and subscriber losses at Frontier. The SGL-2 speculative grade liquidity rating reflects Moody's expectations that Frontier will maintain good liquidity over the next 12 to 18 months. This is supported by around $1.52 billion in cash and short term investments, and a $900 million revolving credit facility expiring in April 2028, under which (at March 31, 2024) $564 million remains available due to $336 million in outstanding letters of credit. The $900 million Revolving Facility will be available on a revolving basis until April 30, 2025 and with respect to certain lenders currently representing $850 million, the maturity date of the revolving facility will be the earliest of (a) April 30, 2028, (b) 91 days prior to the maturity date of the term loan facility (due October 8, 2027), (c) unless such notes have been repaid and/or redeemed in full, the date that is 91 days prior to the stated maturity date of the 5.875% first lien notes due October 15, 2027, and (d) unless such notes have been repaid and/or redeemed in full, the date that is 91 days prior to the stated maturity date of the 5.000% first lien notes due May 1, 2028. The revolving credit facility, effective June 30, 2024, is now governed by a maximum total first lien, inclusive of asset backed securitization debt-to-EBITDA ratio of 5.25x, stepping down to 4.75x on March 31, 2027, and continuing thereafter. The stable outlook reflects Moody's expectations that over the next 12 to 18 months, Frontier will maintain good liquidity and improve operating metrics by demonstrating steady growth in fiber broadband net adds, achieving higher penetration, and delivering solid EBITDA margins. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Frontier's total debt-to-EBITDA (inclusive of Moody's adjustments) is sustained below 5.5x, the company continues to grow revenue and EBITDA and demonstrates the ability to achieve free cash flow break-even while being committed to its fiber expansion plans, and the company maintains good liquidity. The ratings could be downgraded if Frontier's total debt-to-EBITDA (inclusive of Moody's adjustments) is above 6.5x for a sustained period of time, the company's operating performance and liquidity deteriorates, and the company's growth strategy materially stalls. Headquartered in Dallas, TX, Frontier Communications Parent, Inc. is an Incumbent Local Exchange Carrier (ILEC), and is considered the fourth largest wireline telecommunications company in the US covering 25 states. As of March 31, 2024, Frontier's total footprint consisted of 15.4 million passings (with 6.8 million fiber). The principal methodology used in these ratings was Telecommunications Service Providers published in November 2023. GFH LTD: Sylvia Mayer Named Subchapter V Trustee ------------------------------------------------ The U.S. Trustee for Region 7 appointed Sylvia Mayer, Esq., at S. Mayer Law, PLLC as Subchapter V trustee for GFH Ltd. Ms. Mayer will be paid an hourly fee of $450 for her services as Subchapter V trustee and an hourly fee of $195 for paralegal services. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Sylvia Mayer, Esq. S. Mayer Law, PLLC P.O. Box 6542 Houston, TX 77265 Telephone: (713) 893-0339 Facsimile: (713) 661-3738 Email: smayer@smayerlaw.com About GFH Ltd. GFH Ltd. is a provider of death care services in Victoria, Texas. GFH Ltd. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-60025) on June 1, 2024, with $1 million to $10 million in both assets and liabilities. Judge Christopher M. Lopez handles the case. The Debtor is represented by William P Haddock, Esq., at Pendergraft & Simon. GLOBAL FERTILITY: Hires Huebscher & Co. as Financial Advisor ------------------------------------------------------------ Global Fertility & Genetics New York, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Huebscher & Co. as financial advisor. The firm's services include: a. assisting the Trustee in the discharge of his duties, including financial analysis, review and feasibility of a plan of reorganization, and assisting with the review of various tax return matters, including the construction of related books and records; and b. performing such other tasks as requested by the Trustee in the performance of his duties with respect to the Debtor's estate. The firm will be paid at these rates: President $600 per hour Managing Directors $300 to $400 per hour Directors $200 to $300 per hour Administrative staff $150 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric M. Huebscher, a partner at Huebscher & Co., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric M. Huebscher Huebscher & Co., 630 3rd Avenue, 21st Floor, New York, NY 10017 Tel: (646) 584-3141 About Global Fertility & Genetics New York, LLC Global Fertility & Genetics, New York, LLC is a reproductive endocrinology and fertility center in New York. The Debtor filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-10905) on June 6, 2023, with $289,407 in assets and $1,123,740 in liabilities. Judge Philip Bentley oversees the case. Michael J. Kasen, Esq., at Kasen & Kasen, P.C. is the Debtor's legal counsel. David Crapo is the patient care ombudsman appointed in the Debtor's Chapter 11 case. HEYWOOD HEALTHCARE: Wins Cash Collateral Access Thru June 28 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts, Central Division, authorized Heywood Healthcare, Inc. and affiliates to continue using cash collateral on an interim basis in accordance with the budget, through June 28, 2024. As previously reported by the Troubled Company Reporter, the Debtors require access to their cash collateral to fund the ongoing operating expenses of the other Debtors during the Chapter 11 Cases. The Debtors, the Massachusetts Development Finance Agency and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, are party to three loan and trust agreements, each dated as of November 1,2019, providing a bond facility, pursuant to which the Issuer issued the following three series of bonds: (a) the Series 2019A Bonds in an aggregate principal amount of $28.350 million, (b) the Series 2019B-1 Bonds in an aggregate principal amount of $10.525 million, and (c) the Series 2019B-2 Bonds in an aggregate principal amount of $11 million. Pursuant to the Prepetition LTAs, the Issuer loaned the proceeds of the Series 2019 Bonds to the Debtors to, among other things, refinance pre-existing bond debt obligations and finance the construction, improvement, renovation and/or equipping of the Debtors' health facilities. In connection with each of the Series 2019 Bonds, the Debtors entered into a corresponding continuing covenant agreement, each dated as of November 1, 2019 with Siemens Public, Inc., pursuant to which the Bondholder purchased the applicable Series 2019 Bond and became the sole registered and beneficial owner of such bond. Separate from their bond debt obligations, the Debtors are also party to the Loan Agreement, dated as of April 12, 2022 with Siemens Financial Services, Inc., pursuant to which SFS provided the Debtors with a term loan in the aggregate principal amount of $10 million. The Prepetition Notes, together with the Prepetition LTAs, the Series 2019 Bonds, the CCAs, the Master Indenture, the Siemens Loan Agreement, and together with all other agreements, documents, and instruments executed and/or delivered with, to or in favor of the Prepetition Secured Parties. The Debtors' obligations owing to the Bondholder and SFS are evidenced and secured by the Debtors' obligations under the Master Trust Indenture, dated as of November 1, 2019, by and among the Debtors and U.S. Bank Trust Company, National Association, successor in interest to U.S. Bank National Association. U.S. Bank Trust Company, National Association, as Master Trustee, Siemens Public, Inc., and Siemens Financial Services, Inc. assert a potential interest in the cash collateral. As of the Petition Date, the Debtors' prepetition secured indebtedness includes approximately $71 million in funded debt held by third-party lenders. As adequate protection, the Prepetition Secured Parties were granted valid and perfected postpetition replacement security interests in and liens upon the Prepetition Collateral. Subject only to the Carve Out and the Permitted Liens, the Prepetition Secured Parties were granted allowed administrative expense claims and allowed superpriority administrative expense claims pursuant to 11 U.S.C. Sections 503(b), 507(a), and 507(b). An evidentiary hearing on the matter is set for June 28 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=b9Hfdb from PacerMonitor.com. About Heywood Healthcare, Inc. Heywood Healthcare, Inc. is a non-profit community-owned hospital licensed for 134 bed hospital, located in Gardner, Massachusetts. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case No. 23-40817) on October 1, 2023. In the petition signed by Thomas Sullivan, co-chief executive officer, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Elizabeth D. Katz oversees the case. John M. Flick, Esq., at Flick Law Group, PC, represents the Debtor as legal counsel. HOUGHTON UNIVERSITY: S&P Lowers Revenue Bonds Rating to 'BB+' ------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB+' from 'BBB-' on Allegany County Capital Resource Corp., N.Y.'s series 2022A tax-exempt revenue bonds issued on behalf of Houghton University. The outlook is stable. "The downgrade reflects our view of Houghton's trend of large operating deficits, which we expect will continue in fiscal 2024," said S&P Global Ratings credit analyst Megan Kearns. "We believe the university's small enrollment base, weak demand profile, and largely restricted financial resources limit flexibility to manage operating challenges." S&P said, "The stable outlook reflects our expectation that Houghton will maintain sufficient financial resources for the rating, despite a large deficit expected in fiscal 2024 and that operations will remain negative on a full-accrual basis in fiscal 2025. Houghton has a good track record of fundraising, which we expect will continue to support the university's balance sheet. "We could consider a negative rating action if demand pressures continue to result in large operating deficits and cause a decline in financial resources. We could also consider a negative rating action if Houghton's already small enrollment declines further or if the university issues additional debt without commensurate balance sheet growth. "We could consider a positive rating action if Houghton generated improved operations that are at least near break-even on a full-accrual basis, with growth in net tuition revenue and stabilized or growing enrollment. We would also view growth in unrestricted financial resources positively." As of May 31, 2023, the university had $22.7 million in outstanding debt, including the series 2022A bonds and a small amount of leases. HUDSON PACIFIC: Moody's Cuts CFR to Ba3, Outlook Remains Negative ----------------------------------------------------------------- Moody's Ratings downgraded Hudson Pacific Properties, Inc.'s (the parent REIT, collectively referred to as "Hudson Pacific' or 'the REIT') Corporate Family Rating and Hudson Pacific Properties, L.P.'s backed senior unsecured debt rating to Ba3 from Ba1. The downgrade reflects the deterioration in the REIT's leverage and coverage metrics because of the slow recovery in its studio business and the still challenging operating environment for office landlords. The outlook remains negative. In the same rating action, Moody's downgraded the preferred stock rating of Hudson Pacific Properties, Inc. to B2 from Ba3. Moody's has also assigned a (P)Ba3 senior unsecured shelf rating to Hudson Pacific Properties, L.P., and a (P)B2 rating to Hudson Pacific Properties, Inc.'s preferred stock shelf. The negative outlook reflects the expectation that Hudson Properties' office portfolio occupancy will remain weak and limited recovery in its studio segment will continue to constrain earnings growth. The rating action reflects social risk exposure stemming from lower demand for the REIT's studio assets and services because of lower production volumes, efficiencies in the movie production process and the growing trend of shifting of production to lower cost centers. The potential for further studio strikes in the next few months, given the ongoing contract negotiations with the worker unions, is also a consideration. RATINGS RATIONALE Hudson Pacific's Ba3 CFR reflects the difficult leasing conditions for office landlords, its high net debt to EBITDA, and weak fixed charge coverage. The ratings also reflect the sizeable share of high-quality properties in the REIT's portfolio, its elevated lease expirations in 2024/2025, geographic and tenant sector concentrations, and uncertainty around the long-term prospects for its studio assets. The REIT's portfolio occupancy declined by 790 bps to 79% in the last year, in part due to the sale of a large well-leased property in the fourth quarter of 2023. The REIT's other operating metrics such as cash same-store net operating income and releasing spreads also weakened in the same period. It will be difficult for the REIT to maintain or improve occupancy in the next 12-18 months because of its elevated lease expirations, geographic distribution, and tenant mix. Leases related to over 30% of Hudson Pacific's rental revenue expire in 2024 and 2025. Additionally, the REIT's portfolio mix primarily consists of properties in the West Coast markets with weak leasing conditions, such as San Francisco and Seattle, and its tenant mix includes a high share of technology and media tenants. Hudson Pacific's studio business suffered greatly in 2023 because of the writers' and actor's strikes. Recovery has been less robust than expected because of the slower than anticipated increase in production volume, process efficiencies that have reduced demand for certain assets and services and production shifting to new locations. Hudson Pacific's net debt to EBITDA ratio was 10.9x at the end of Q1 2024 on a TTM basis. Moody's expects the ratio to deteriorate by 0.5-1.0x in the next 2-3 quarters and remain high in 2025 unless portfolio occupancy or income from the studio segment improve materially. The REIT's fixed charge coverage was weak at 1.6x at the end of Q1 2024 on a TTM basis and will remain in the mid to high 1x range over the next 12-18 months. Hudson Pacific's SGL-3 rating reflects Moody's assessment that the REIT has adequate liquidity. However, it will rely on the revolver and other external capital sources to fund growth and leasing capital investments. At the end of the first quarter of 2024, the REIT had $114 million of cash and $620 million of available capacity on its revolver. Hudson Pacific does not have any debt maturing in 2024 and $600 million maturing in the fourth quarter of 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings are unlikely to be upgraded given the negative outlook. Over time, Moody's could consider an upgrade if the REIT's office occupancy approaches 85%, same-store NOI growth is greater than 1% and re-leasing spreads are at least mid-high single digits for multiple quarters. Maintaining net debt to EBITDA below 9.5x, fixed charge coverage above 1.9x and sound liquidity would be some other factors. Hudson Pacific's ratings could be downgraded if portfolio occupancy remains below 80%, the operating income contribution from the media segment remains modest or if the REIT's liquidity or covenant cushion weaken. Net debt to EBITDA greater than 10.5x, fixed charge coverage below 1.6x on a sustained basis and unencumbered assets below 50% could also result in a downgrade. Hudson Pacific Properties, Inc. is a publicly-traded real estate investment trust (REIT) that owned 44 in-service office properties and 4 studio assets in select West Coast markets and Western Canada. The REIT reported total assets of $8.3 billion, on a GAAP basis, at the end of the first quarter of 2024, and revenue of $914 million for the trailing 12-month period. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in February 2024. IHEARTCOMMUNICATIONS INC: $402MM Bank Debt Trades at 21% Discount ----------------------------------------------------------------- Participations in a syndicated loan under which iHeartCommunications Inc is a borrower were trading in the secondary market around 79.1 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $402 million Term loan facility is scheduled to mature on May 1, 2026. About $401.2 million of the loan is withdrawn and outstanding. iHeartCommunications, Inc. operates as a media company. The Company offers radio and television stations, outdoor advertising displays, and live entertainment venues such as music, news, talk, sports, and other stations. IN HOME PERSONAL: Case Summary & 19 Unsecured Creditors ------------------------------------------------------- Debtor: In Home Personal Services, Inc. 3506 Carlisle Lane Carpentersville, IL 60110 Business Description: The Debtor operates a health care business. Chapter 11 Petition Date: June 15, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-08842 Judge: Hon. Jacqueline P. Cox Debtor's Counsel: James A.Young, Esq. JAMES YOUNG LAW 85 Market Street Elgin, IL 60123 Tel: 847-608-9526 Fax: 847-841-3672 Email: jyoung@jamesyounglaw.com Total Assets: $744,226 Total Liabilities: $3,509,818 The petition was signed by Michael Collura as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GPLM2MQ/In_Home_Personal_Services_Inc__ilnbke-24-08842__0001.0.pdf?mcid=tGE4TAMA INSPIRED ENTERTAINMENT: Moody's Alters Outlook on B2 CFR to Stable ------------------------------------------------------------------ Moody's Ratings has affirmed the B2 corporate family rating of Inspired Entertainment, Inc. ("Inspired" or "the company"), its B2-PD probability of default rating and its B2 instrument rating of the GBP235 million backed senior secured global notes ("Secured Notes") due 2026 issued by Inspired Entertainment (Financing) PLC. The rating outlook has changed to stable from positive for both entities. "Moody's prior expectations of Inspired's EBITDA margins improvement and continuing strong revenue growth from Virtual Sports have not been met in the past 18 months. Additionally, adverse temporary working capital movements and higher capex contributed to the company not meeting Moody's expectation of positive free cash flow in 2023. Inspired had to draw on its RCF to maintain adequate liquidity as is expected to reach FCF break-even only later in the year. Nevertheless Moody's adjusted leverage is expected to remain well below 4.0x after peaking at 3.9x at the end of 2023", says Stefano Cavalleri Vice President – Senior Analyst and lead analyst for Inspired. RATINGS RATIONALE The outlook revision to stable from positive reflects the downwards revision in Moody's expected EBITDA and free cash flow (FCF) generation (on a Moody's adjusted basis) in the next 12-18 months. In particular, the rating agency lowered the growth profile of online products as growth rates have been weaker than Moody's previously anticipated for both 2022 and 2023. This has resulted in a lower projected profitability as online products generate higher margins. Moody's adjusted debt to EBITDA is now expected at 3.7x by end of 2024 and at about 3.3x in 2025 instead of 2.9x and 2.7x previously. The company's lack of FCF generation since Moody's upgraded the rating in July 2022 to B2 from B3 has also been credit negative. The rating agency acknowledge that adverse working capital changes from the sale of new machinery was a key contributing factor to the company's negative FCF as well as exceptional costs from financial account restatement. Moody's understands that working capital is expected to normalize by the end of 2024. Inspired's B2 rating continues to be supported by the company's (1) market leadership in the UK with a large installed base of land-based gaming machines that provide high revenue visibility; (2) successful diversification into online products accounting for about 63% of EBITDA; (3) medium-term contracts (usually five years) with its customer base, with a high percentage of renewal; (4) a stated net leverage target of below 3.0x, on a company reported basis, which is well within the B2 rating parameters. At the same time, the B2 rating is constrained by Inspired's (1) customer and geographical concentration; (2) exposure to social risks in the context of evolving regulation to protect problem gamblers, particularly in the UK; and (3) exposure to consumer changing preferences for gaming content and the uncertainties surrounding Inspired's ability to recover investments in new product launches; (4) negative FCF in 2021-2023, which forced the company to draw almost entirely its revolving credit facility (RCF) to maintain adequate liquidity and (5) the internal controls issues highlighted in 2023 audited reports that were present in 2022 as well. LIQUIDITY Inspired's liquidity position is adequate with $35 million of cash on balance-sheet at the end March 2024 and Moody's expectations that FCF break-even would be achieved by end of 2024 however, cash on balance sheet included $18.9 million (GBP15 million) of drawings from the GBP20 million RCF, which expires in November 2025. The company has no debt maturities until 2026, when the GBP235 million guaranteed senior secured notes come due. The RCF has financial covenants based on the secured net debt leverage ratio of 5.5x. Net leverage was 2.9x as of Q1 2024. Therefore, Moody's expects Inspired to comfortably remain compliant until the facility's maturity. STRUCTURAL CONSIDERATIONS The B2 instrument rating of the GBP235 million SSNs is in line with the company's CFR because the GBP20 million super senior secured revolving credit facility (unrated) is relatively small and won't impact SSNs' recovery rates. RATIONALE FOR THE STABLE OUTLOOK The stable rating outlook reflects Moody's view that, in the next 12-18 months, the company will return to positive FCF and that its Moody's adjusted leverage will decline towards 3.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the rating is unlikely in the next 12-18 months but could develop over time if the company's (1) demonstrate a track record of positive FCF, together with liquidity improvements; (2) Moody's-adjusted gross leverage falls sustainably below 3.5x; (3) Moody's adjusted EBITDA margins exceed 30%. A rating upgrade is also conditional to Inspired obtaining a full clean opinion on internal controls from the Auditors. Downward pressure on the ratings could occur if the company's (1) Moody's-adjusted gross leverage is maintained for a prolonged period of time above 4.0x; (2) retained cash flow (RCF)/Net debt (as adjusted by Moody's) remains below 20% for a prolonged period of time and (3) changes to its financial policy resulting in greater tolerance for leverage or shareholder friendly policies that reduce liquidity. A downgrade could also occur as a result of materially adverse regulatory actions in one or more of the larger geographies in which the company operates. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. COMPANY PROFILE Inspired offers an expanding portfolio of content, technology, hardware and services for regulated gaming, betting, lottery, social and leisure operators across retail and mobile channels around the world. The Company operates in approximately 35 jurisdictions worldwide, supplying gaming systems with associated terminals and content for approximately 50,000 gaming machines located in betting shops, pubs, gaming halls and other route operations; virtual sports products through more than 32,000 retail venues and various online websites; interactive games for 170+ websites; and a variety of amusement entertainment solutions with a total installed base of more than 16,000 terminals. Inspired is listed since 2017 on the Nasdaq, market capitalisation was $255 million as of June 12, 2024. In the 12 months that ended December 2023, Inspired reported revenue of $321.2million and a company adjusted EBITDA of $96.7million, with an EBITDA margin of 30.1%. INSPIREMD INC: All Four Proposals Approved at Annual Meeting ------------------------------------------------------------ InspireMD, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 10, 2024, the Company held its 2024 annual meeting of stockholders at which the stockholders: (1) re-elected Paul Stuka and Gary Rubin to serve on the Board of Directors, as Class 1 directors, for a term of three years or until his successor is elected and qualified; (2) approved, by a nonbinding advisory vote, the compensation of the Company's named executive officers as described the proxy statement; (3) approved, by a nonbinding advisory vote, a triennial frequency of future advisory votes on the compensation of the Company's Named Executive Officers; (4) ratified the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the Company's independent registered public accounting firm for the 2024 fiscal year. In light of the advisory vote of the Company's stockholders to hold future advisory votes on the compensation of the Company's named executive officers every three years, the Company has determined that it will hold future advisory votes on the compensation of the Company's named executive officers every three years until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers. About InspireMD Headquartered in Tel Aviv, Israel, InspireMD, Inc. -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $7.03 million for the three months ended March 31, 2024. InspireMD reported a net loss of $19.92 million in 2023, a net loss of $18.49 million in 2022, a net loss of $14.92 million in 2021, a net loss of $10.54 million in 2020, and a net loss of $10.04 million in 2019. InspireMD said in its Quarterly Report for the period ended March 31, 2024, that "As of March 31, 2024, we have the ability to fund our planned operations for at least the next 12 months from issuance date of the financial statement. However, we expect to continue incurring losses and negative cash flows from operations until our products (primarily CGuard EPS) reach commercial profitability. Therefore, in order to fund our operations until such time that we can generate substantial revenues, we may need to raise additional funds. "Our plans include continued commercialization of our products and raising capital through sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances, however, that we will be successful in obtaining the level of financing needed for our operations. If we are unsuccessful in commercializing our products or raising capital, we may need to reduce activities, curtail or cease operations." INTERNATIONAL GRANITE: Wins Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized International Granite & Stone, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance, pending a further hearing set for July 11, 2024 at 11 a.m. The Debtor is permitted to provide adequate protection, pursuant to 11 U.S.C. sections 363(c)(2)(A) and 363(e), to Newtek and the MCA lenders pursuant to the terms and conditions of the Interim Order. As adequate protection with respect to Newtek's and MCA lenders' interests in the cash collateral, Newtek and the MCA lenders are granted a replacement lien in and upon all of the categories and types of collateral in which they held a security interest and lien as of the Petition Date to the same extent, validity and priority that they held as of the Petition Date. As additional adequate protection to Newtek, the Debtor will pay Newtek the amount of $29,000 per month. The Debtor will maintain insurance coverage for the collateral in accordance with the obligations under the loan and security documents. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=ph7xj4 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $220,000 for the week ending June 22, 2024; and $220,000 for the week ending June 29, 2024. About International Granite & Stone International Granite & Stone, LLC, a company in Oldsmar, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00706) on February 12, 2024, with $1 million to $10 million in both assets and liabilities. Christopher L. Stewart, manager, signed the petition. Judge Roberta A. Colton oversees the case. Edward J. Peterson, Esq., at Johnson, Pope, Bokor, Ruppel & Burns, LLP represents the Debtor as legal counsel. IVANTI SOFTWARE: $1.75BB Bank Debt Trades at 17% Discount --------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc is a borrower were trading in the secondary market around 83.5 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.75 billion Term loan facility is scheduled to mature on December 1, 2027. About $1.71 billion of the loan is withdrawn and outstanding. Ivanti is an IT Software Company headquartered in South Jordan, Utah. It produces software for IT Security, IT Service Management, IT Asset Management, Unified Endpoint Management, Identity Management and supply chain management. IVANTI SOFTWARE: $465MM Bank Debt Trades at 16% Discount -------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc is a borrower were trading in the secondary market around 84.1 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $465 million Term loan facility is scheduled to mature on December 1, 2027. About $451.4 million of the loan is withdrawn and outstanding. Ivanti is an IT Software Company headquartered in South Jordan, Utah. It produces software for IT Security, IT Service Management, IT Asset Management, Unified Endpoint Management, Identity Management and supply chain management. KIDDE-FENWAL: Saccullo & Kelley Update List of Government Claimants ------------------------------------------------------------------- The Ad Hoc Group of Governmental Claimants in the chapter 11 case of Kidde-Fenwal, Inc., filed an eleventh amended verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Committee members hold unsecured claims against the Debtor's estate related to the Debtor's design, manufacture, distribution, and sale of aqueous film forming foam. The members of the Ad Hoc Group of Governmental Claimants are: 1. The State of Maryland 2. The Commonwealth of Massachusetts 3. The State of New Mexico 4. The State of New Hampshire 5. The State of New Jersey 6. The State of North Carolina 7. Commonwealth of the Northern Mariana Islands 8. The State of Oregon 9. The State of Rhode Island 10. The State of Tennessee 11. The State of Texas 12. State of Washington 13. State of Wisconsin 14. Commonwealth of Virginia 15. Commonwealth of Pennsylvania 16. State of Delaware 17. The State of New York 18. The State of Maine 19. State of Vermont 20. State of Hawaii 21. State of Connecticut 22. District of Columbia 23. Government of Guam 24. The Commonwealth of Puerto Rico The Puerto Rico Aqueducts and Sewer Authority The Puerto Rico Ports Authority The Puerto Rico Electric and Power Authority 25. State of South Carolina 26. State of Indiana 27. State of California Counsel to the Ad Hoc Committee of Governmental Claimants Anthony M. Saccullo, Esq. Mark T. Hurford, Esq. Mary E. Augustine, Esq. A. M. SACCULLO LEGAL, LLC 27 Crimson King Drive Bear, DE 19701 Tel: (302) 836-8877 Fax: (302) 836-8787 E-mail: ams@saccullolegal.com mark@saccullolegal.com meg@saccullolegal.com - and - James S. Carr, Esq. KELLEY DRYE & WARREN LLP 3 World Trade Center 175 Greenwich Street New York, NY 10007 Tel: 212-808-7800 Fax: 212-808-7897 E-mail: Jcarr@kelleydrye.com - and - Sean T. Wilson, Esq. KELLEY DRYE & WARREN LLP 515 Post Oak Blvd, Suite 900 Houston, TX 77027 Telephone: (212) 808-7612 Facsimile: (713) 355-5001 E-mail: Swilson@kelleydrye.com About Kidde-Fenwal Kidde-Fenwal Inc. -- https://www.kidde-fenwal.com/ -- manufactures fire protection systems. It offers products such as fire control systems, explosion aircraft protection, laser-based smoke detection devices, electronic gas ignitions, and fire suppressions. Kidde-Fenwal markets its products to mining, manufacturing, education, and commercial sectors. Kidde-Fenwal sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10638) on May 14, 2023. In the petition filed by its chief transformation officer, James Mesterharm, the Debtor reported assets between $100 million and $500 million and estimated liabilities between$1 billion and $10 billion. The Debtor tapped Sullivan & Cromwell, LLP and Morris Nichols Arsht & Tunnell, LLP as legal counsels; andGuggenheim Securities, LLC as investment banker. Stretto, Inc. is the claims and noticing agent and administrative advisor. LAVIE CARE: 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 cases of LaVie Care Centers, LLC and its affiliates. The committee members are: 1. Healthcare Services Group, Inc. Pete Nenstiel 3220 Tillman Drive, Suite 300 Bensalem, PA 19020 pnenstiel@hesgcorp.com Robert Lapowsky Stevens & Lee 620 Freedom Business Center, Suite 200 King of Prussia, PA 19406 215-751-2866 Robert.Lapowsky@stevenslee.com 2. Omnicare, Inc. Greg Day 6285 W. Galveston Street, #3 Chandler, AZ 85226 928-848-9643 Gregory.Day@CVSHealth.com Geoff Goodman Foley & Lardner, LLP 321 North Clark Street, Suite 300 Chicago, IL 60654 312-832-4514 GGoodman@foley.com 3. Twin Med, LLC David Klarner 11333 Greenstone Avenue Santa Fe Springs, CA 90670 323-582-9900 dklarner@twinmed.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 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 pagehttp://www.kccllc.com/LaVie LEAFBUYER TECHNOLOGIES: Hires Barton CPA as New Auditor ------------------------------------------------------- Leafbuyer Technologies Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on June 12, 2024, that Barton CPA Firm located at 17302 House Hahl Rd., Suite 333 Cypress, TX 77433, was appointed by the Audit Committee of the Company as the Company's new independent registered public accounting firm, to audit the Company's consolidated financial statements and re-review its 10-Q 2023 and 2024 and fiscal years ended June 30, 2023 and 2024, subject to customary client acceptance procedures. On June 10, 2024, Barton CPA Firm completed such procedures, formally accepted its appointment by executing an engagement letter with the Company and issued its independence letter to the Company's Audit Committee. The Company said that during its two most recent fiscal years and through June 10, 2024, it had not consulted with Barton CPA Firm regarding any matter that was subject of a disagreement or a reportable event, as described under Item 304(a)(1)(v) of Regulation S-K. About Leafbuyer Greenwood Village, Colo.-based Leafbuyer Technologies, Inc., is a marketing technology company for the cannabis industry and is an online cannabis resource. The Company's clients, medical and recreational dispensaries, in legalized cannabis states, along with cannabis product companies subscribe to its technology platform to assist in new customer acquisition. It provides retention tools to those companies that include texting/loyalty and ordering ahead technology. As of Dec. 31, 2023, the Company had $226,681 in cash and cash equivalents and a working capital deficit of $2,123,872. The Company is dependent on funds raised through equity financing. Its cumulative net loss of $25,054,306 was funded by debt and equity financing and it reported a net loss from operations of $618,608 for the six months ended Dec. 31, 2023. Accordingly, the Company said, there is substantial doubt about its ability to continue as a going concern within one year after the date the financial statements are issued. LONE STAR: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- Lone Star Logistics and Delivery, LLC asks the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund payroll obligations, the purchase of materials and supplies, and other general operational needs. The Debtor's primary secured creditors are Headway Capital, LLC, Highland Hill Capital, LLC, National Funding, Inc., and RD Capital Funding, LLC (d/b/a FinTap). The Debtor is informed and believes that, with the exception of National Funding, Inc., each of the Secured Lenders detailed above recorded UCC-1s through a third-party representative. As such, the Debtor, at this juncture, is unable to discern which filing applies to which Secured Lender. The Secured Lenders assert that they are secured by liens on and security interests in substantially all of the Debtor's Equipment, Accounts, and Inventory. As adequate protection, the Secured Lenders will be granted post-petition security interests equivalent to a lien granted under 11 U.S.C. sections 364(c)(2) and (3), as applicable, in and upon the Debtor's personal property (where appropriate) and upon the cash collateral. In addition to the Replacement Liens, the Secured Lenders are adequately protected by the continued business operations of the Debtor. A copy of the motion is available at https://urlcurt.com/u?l=CJBRzP from PacerMonitor.com. About Lone Star Logistics and Delivery, LLC Lone Star Logistics and Delivery, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41357) on June 7, 2024. In the petition signed by Brian Anthony Blackmire, director and owner, the Debtor disclosed up to $1 million in both assets and liabilities. Michael S. Mitchell, Esq., at DeMarco Mitchell, PLLC, represents the Debtor as legal counsel. LV OPPORTUNITY: Edward Burr Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 17 appointed Edward Burr of Mac Restructuring Advisors, LLC as Subchapter V trustee for LV Opportunity Zone LLC, Series 4. Mr. Burr will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Burr declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Edward Burr Mac Restructuring Advisors, LLC 10191 E. Shangri La Road Scottsdale, AZ 85260 Phone: (602) 418-2906 Email: Ted@macrestructuring.com About LV Opportunity Zone LV Opportunity Zone LLC, Series 4 sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-12786) on May 31, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge August B. Landis presides over the case. Andrew J. Van Ness, Esq., at Hunter Parker LLC represents the Debtor as legal counsel. MAGNOLIA ROSE: Cameron McCord Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 21 appointed Cameron McCord, Esq., at Jones & Walden, LLC, as Subchapter V trustee for Magnolia Rose Veterinary Clinic, Inc. Ms. McCord will be paid an hourly fee of $425 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. McCord declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Cameron McCord, Esq. Jones & Walden, LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Phone: (404) 564-9300 Fax: (404) 564-9301 Email: cmccord@joneswalden.com About Magnolia Rose Veterinary Clinic Magnolia Rose Veterinary Clinic, Inc. is a veterinarian in Roswell, Ga. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-55900) on June 4, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Justin O'Dell, receiver, signed the petition. Judge Jeffery W. Cavender presides over the case. William Rountree, Esq., at Rountree Leitman Klein & Geer, LLC represents the Debtor as legal counsel. MAINE CONSULTING: Gregory Jones Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 16 appointed Gregory Jones, Esq., at Stradling Yocca Carlson & Rauth, PC as Subchapter V trustee for Maine Consulting, LLC. Mr. Jones will be paid an hourly fee of $575 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Jones declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gregory K. Jones, Esq. Stradling Yocca Carlson & Rauth, PC 10100 N. Santa Monica Boulevard, Suite 1400 Los Angeles, CA 90067 Telephone: (424) 214-7000 Facsimile: (424) 214-7010 Email: gjones@stradlinglaw.com About Maine Consulting Maine Consulting, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-14407) on June 3, 2024, with up to $50,000 in assets and up to $10 million in liabilities. The petition was filed pro se. Judge Neil W. Bason presides over the case. MENO ENTERPRISES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee for Region 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Meno Enterprises, LLC. About Meno Enterprises Meno Enterprises, LLC is a full-service dye sublimation printing company in Ball Ground, Ga. 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. MIDAS GOLD: Christopher Simpson Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 14 appointed Christopher Simpson, Esq., at Osborn Maledon P.A. as Subchapter V trustee for Midas Gold Group, LLC. Mr. Simpson will be paid an hourly fee of $495 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Simpson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christopher C. Simpson Osborn Maledon, P.A. 2929 N. Central Avenue, 21st Fl. Phoenix, AZ 85012 Phone: (602) 640-9349 Fax: (602) 640-9050 Email: csimpson@omlaw.com About Midas Gold Group Midas Gold Group, LLC, formerly doing business as All That Glitters, LLC, is a second generation precious metals and gold IRA business that is veteran owned and operated. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04587) on June 7, 2024, with $2,404,132 in assets and $3,352,112 in liabilities. James Clark, member, signed the petition. Judge Daniel P. Collins presides over the case. Alan A. Meda, Esq., at Burch & Cracchiolo, P.A. represents the Debtor as legal counsel. MIDWEST VETERINARY: S&P Affirms 'B-' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed its ratings on Midwest Veterinary Partners LLC, including the 'B-' issuer credit rating. S&P said, "The stable outlook reflects our expectation that MVP will continue to be acquisitive while continuing to generate positive free cash flow. It also reflects our expectation for mid-to-high-single-digit percent revenue growth, adjusted EBITDA margins in the 22%-23% range over the next 12 months, and leverage that remains high in the 10x-11x range." The company continues to execute well on its acquisition-based roll-up strategy, growing the topline in the midteen percent range in 2023. Despite a much slower year on the acquisition front in 2023 for the company, which was consistent with trends across much of the veterinary practice management industry, MVP was able to increase revenue in the midteen percent range resulting from pricing increases and incremental revenue from acquisitions completed in the prior year. S&P said, "We expect the company to generate revenue growth in the mid-to-high-single-digit in 2024 growing to the high-single-digit to low-double-digit range in 2025 primarily from pricing increases and incremental revenue from acquisitions, with volume expectations of flat to slightly positive. We expect the company to pursue approximately $100 million in acquisitions in 2024, funded by a mix of debt issued in October 2023 and preferred equity issuances. In 2025, we expect an additional approximately $150 million in acquisitions, also funded by a mix of debt and preferred equity. The company has historically had success in quickly integrating acquired general practice locations which we would expect to continue as they continue their roll-up strategy. "The stable outlook reflects our expectation that MVP will remain acquisitive while continuing to generate positive free cash flow. It also reflects our expectation for mid-to-high-single-digit percent revenue growth, S&P Global Ratings-adjusted EBITDA margins in the 22%-23% range over the next 12 months, and adjusted leverage that remains high in the 10x-11x range. "We could lower the rating if the company experienced operational challenges that resulted in the inability to generate sustained positive free cash flow that could cover fixed charges, including debt amortization. This could occur if EBITDA margins were to fall between 150 and 250 bps for a sustained period, resulting in free cash flow deficits that could not cover debt servicing costs." Although unlikely over the next 12 months, S&P could consider a higher rating if: -- Reported free cash flow to debt of 3% (assuming cash interest for the PIK preferred member units) which would be commensurate with adjusted free cash flow to debt of 5%. Under the current capital structure (PIK interest preferred equity), this translates to reported free cash flow to debt of approximately 7.5%. S&P said, "Governance factors are a moderately negative consideration. Our assessment of MVP's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." MIKESELL TRADING: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Mikesell Trading LLC asks the U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, for authority to use cash collateral, on an emergency, interim basis. As of the Petition Date, the entities that assert an interest in the Debtor's cash collateral are Amazon Capital Services, Inc., U.S. Small Business Administration, Rapid Financial Services, LLC d/b/a Rapid Finance, and Fasanara Securitisation S.A., Acting for and on behalf of its Compartment L. Prior to the Petition Date and in the ordinary course of the parties' business, the Debtor and Amazon.com Services, LLC entered into one or more agreements governing the Debtor's ability to sell products online via the "Amazon Store." The Business Solutions Agreement establishes, inter alia, the rate and frequency of the Debtor's repayment of the Amazon Credit Agreement, the fees the Debtor pays for transactions hosted and/or facilitated by the Amazon Store, and the Debtor's access to net proceeds of sales occurring on the Amazon Store. The Debtor's access to net sale proceeds from the Amazon Store is the primary source of its cash revenues. As of the Petition Date the bankruptcy estate had cash on hand and in deposit accounts totaling approximately $42,627, total accounts receivable of approximately $74, and inventory valued at approximately $595,000. As adequate protection, the Debtor proposes that the Court grant the Cash Collateral Creditors replacement liens on all collateral of the same type and respective priorities upon which each held valid and properly perfected liens prior to the Petition Date. As and for additional adequate protection to Amazon Capital, the Debtor proposes to make periodic cash payments in an amount and of a frequency (a) to be agreed upon between the parties, subject to the Court's approval, or (b) determined by the Court based on the projected diminution in value of Amazon Capital's interest in the cash collateral. The Debtor's Budget includes a proposed $10,000 monthly adequate protection payment to Amazon Capital. As and for additional adequate protection to the SBA, the Debtor proposes to make periodic cash payments in an amount and of a frequency (a) to be agreed upon between the parties, subject to the Court's approval, or (b) determined by the Court based on the projected diminution in value of the SBA's interest in cash collateral. The Debtor's Budget includes a proposed $500 monthly adequate protection payment to the SBA. A copy of the motion is available at https://urlcurt.com/u?l=WwJx36 from PacerMonitor.com. About Mikesell Trading LLC Mikesell Trading LLC is an Amazon-first accelerated brand agency designed to help apparel products become an Amazon Bestseller. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Kent. Case No. 24-31363) on May 24, 2024. In the petition signed by Evan Mikesell, director of operations, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Charity S. Bird, Esq, at KAPLAN JOHNSON ABATE & BIRD LLP, represents the Debtor as legal counsel. MOUNTAIN DUE: Seeks Cash Collateral Access Thru June 30 ------------------------------------------------------- Mountain Due, LLC d/b/a The Melting Pot Bethlehem asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania for authority to use cash collateral and provide adequate protection, through June 30, 2024. The Debtor requires the use of cash collateral to continue serving its customers and continue paying its employees. Firstrust Bank provided a Small Business Administration guaranteed loan to the Debtor in the original principal amount of $810,000. This loan is secured by a lien on all of the Debtor's assets as well as the collateral and assets of affiliates of the Debtor and the owners of the Debtor. As of the Petition Date, the Debtor owes approximately $369,022 on account of this loan. The Small Business Administration, filed a lien on May 30, 2020 alleging it is secured by a lien on all of the Debtor's assets as well as the collateral and assets of affiliates of the Debtor and the owners of the Debtor on account if its EIDL loan to the Debtor in the current approximate amount of $471,484. The Debtor submits it owes non-traditional lenders, U.S. Foods and The Melting Pot Restaurant, Inc., on account of loans made to the Debtor and secured by liens on its accounts, equipment, fixtures, inventory and various other items listed on each of their respective UCC-1 Financing Statements. The Debtor proposes to provide adequate protection to the Lender, and any other party asserting a lien on cash or accounts, in the form of a replacement lien of the same extent, priority and validity as existed pre-petition. A copy of the motion is available at https://urlcurt.com/u?l=D2qjTB from PacerMonitor.com. About Mountain Due, LLC Mountain Due, LLC dba d/b/a The Melting Pot Bethlehem is a Tampa-based fondue franchise with multiple restaurants across the U.S. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11987) on June 10, 2024. In the petition signed by Christopher McCarthy, vice president, authorized signer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Patricia M. Mayer oversees the case. Albert A. Ciardi, III, Esq., at Ciardi Ciardi and Astin, represents the Debtor as legal counsel. NAKED JUICE: $450MM Bank Debt Trades at 16% Discount ---------------------------------------------------- Participations in a syndicated loan under which Naked Juice LLC is a borrower were trading in the secondary market around 83.8 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $450 million Term loan facility is scheduled to mature on January 24, 2030. The amount is fully drawn and outstanding. Naked Juice LLC is the entity resulting from a spin-off from PepsiCo, with PAI Partners owning 61% and Pepsi retaining a 39% stake. Naked Juice, LLC owns the Tropicana, Naked Juice, KeVita and other select juice brands. NORWOOD RESTAURANTS: Jerrett McConnell Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq., at McConnell Law Group, P.A. as Subchapter V trustee for Norwood Restaurants, LLC. Mr. McConnell 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. McConnell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jerrett M. McConnell, Esq. McConnell Law Group, P.A. 6100 Greenland Rd., Unit 603 Jacksonville, FL 32258 Phone: (904) 570-9180 Email: info@mcconnelllawgroup.com About Norwood Restaurants Norwood Restaurants, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01625) on June 6, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Wesley D. Norwood, manager, signed the petition. Judge Jacob A. Brown presides over the case. Scott W. Spradley, Esq., at The Law Offices of Scott W. Spradley represents the Debtor as bankruptcy counsel. NOVO INTEGRATED: Expects to Receive $78 Million Funding Under SBLC ------------------------------------------------------------------ Novo Integrated Sciences, Inc., announced June 13, 2024, that it has received confirmation of the issuance of a Standby Letter of Credit ("SBLC") by HSBC for delivery by Swift MT760, as part of a program designed for monetizing SBLCs. As previously reported, the Company entered into an application for the monetizing program whereby the Company is projected to receive gross funding proceeds of approximately $78 million under the SBLC upon completion of monetization. The Company expects to use the proceeds to close the acquisition of the Ophir Collection which will result in the sole unfettered ownership of the Ophir Collection by the Company. "The issuance of the MT760 is the final step prior to monetization. It is exciting to see the progress leading us toward the Ophir Collection acquisition, as well as providing additional funds directed to the previously reported share repurchase program. Our commitment to raising non-dilutive capital for the Company remains foremost in our efforts as we consider uniquely advantageous funding sources," stated Robert Mattacchione, the Company's CEO and Board Chairman. About Novo Integrated Novo Integrated Sciences, Inc., headquartered in Bellevue, Washington, owns Canadian and U.S. subsidiaries which provide, or intend to provide, essential and differentiated solutions to the delivery of multidisciplinary primary care and related wellness products through the integration of medical technology, interconnectivity, advanced therapeutics, diagnostic solutions, unique personalized product offerings, and rehabilitative science. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Dec. 14, 2023, citing that the Company has incurred recurring losses from operations, has negative cash flows from operating activities, and has an accumulated deficit as of Aug. 31, 2023. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. "There can be no assurance that funding would be available, or that the terms of such funding would be on favorable terms if available. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. These conditions, along with the matters...raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued," said Novo in its Quarterly Report for the period ended Feb. 29, 2024. NP WILDCAT: Amends Plan to Include Other Secured Claims Details --------------------------------------------------------------- NP Wildcat TIC 1, LLC submitted a Disclosure Statement in support of First Amended Plan of Liquidation dated May 30, 2024. The Debtor, a Delaware limited liability company, is a 10% tenant-in-common owner (along with 9 other tenant in common owners that are not debtors in this case) of certain real estate located at 1050 East 8th Street, Tucson, Arizona 85719 (the "Property"). As set forth in the organizational chart, each of the 10 tenant in common owners of the Property hold a 10% ownership interest in the Property. Each of the tenant in common owners have common ownership and management, with the ultimate owner of each of the tenant in common entities being Nelson Partners, LLC ("Nelson Partners"). Nelson Partners supports the Disclosure Statement and the Plan and is authorized to direct the conduct of the Debtor and its fellow tenant in common owners concerning the sale of the Property, subject to confirmation of the Plan. According to a December 6, 2023 Appraisal Report prepared by BBG Real Estate Services, the property was appraised on an "as-is" basis as of November 2, 2023 in the amount of $16,600,000, and on a prospective, as stabilized and complete basis as of August 1, 2024 in the amount of $18,800,000. The appraisal was based on a marketing period for the property of 12 months. The Debtor is wholly owned by Nelson Partners, a Utah limited liability company. The sole member of Nelson Partners is Patrick Nelson. On May 14, 2024, Freddie Mac filed with the Bankruptcy Court its Amended Motion for (A) Relief from the Automatic Stay Under Section 362 of the Bankruptcy Code (Real Property) and (B) Relief from Turnover Under Section 543 of the Bankruptcy Code by Prepetition Receiver or Other Custodian (the "Stay and Relief Motion"). Pursuant to the Stay and Relief Motion, Freddie Mac seeks entry of an order lifting the automatic stay to permit it to proceed with a foreclosure proceeding concerning the Property that it commenced pre-Petition Date, and to excuse turnover of the Property by the Receiver. A hearing on the Stay and Relief Motion is scheduled for July 17, 2024. The Debtor intends to oppose the Stay and Relief Motion. The Plan seeks approval of a sale transaction (the "Sale") that will permit the Debtor to pay, in full, the allowed secured claims of Freddie Mac, Wildcat Lender and Pima County, as well as allowed administrative and unsecured priority claims. Such Sale shall be approved and consummated by the Outside Sale Deadline. Non-insider unsecured creditors holding Allowed Claims will be paid on a pro rata basis from any sale proceeds remaining after satisfaction in full of all secured, administrative, and unsecured priority claims. To the extent that sale proceeds remain after satisfaction of all general unsecured claims, such proceeds will be distributed to the Debtor and its co-Borrowers on account of their equity interests in the Property. Class 2a consists of the Secured Claim of Federal Home Loan Mortgage Corporation. Holders of Allowed Claims in Class 2a shall be paid in full – inclusive of principal, accrued prepetition interest, fees, and costs under the loan documents evidencing the Class 2a Claim, plus all amounts required to be paid under section 506(b) of the Bankruptcy Code (inclusive of postpetition interest, and any reasonable fees, costs, or charges provided for under the applicable loan and security documents evidencing the Class 2a Claim) through the Effective Date - from the proceeds of the Sale. The Holder of the Class 2a Claim shall retain its liens on the Property through the closing date of the Sale and the satisfaction of its Allowed Claim. Class 2b consists of the Secured Claim of Wildcat Lender, LLC. Holders of Allowed Claims in Class 2b shall be paid in full –inclusive of principal, accrued pre-petition interest, fees, and costs under the loan documents evidencing the Class 2b Claim, plus all amounts required to be paid under section 506(b) of the Bankruptcy Code (inclusive of post-petition interest, and any reasonable fees, costs, or charges provided for under the applicable loan and security documents evidencing the Class 2b Claim) through the Effective Date - from the proceeds of the Sale. The Holder of the Class 2b Claim shall retain its liens on the Property through the closing date of the Sale and the satisfaction of its Allowed Claim. Class 3 consists of Other Secured Claims. Class 3 is unimpaired by the Plan. Each holder of an Allowed Other Secured Claim is conclusively presumed to have accepted the Plan and is not entitled to vote to accept or reject the Plan. Except to the extent that a holder of an Allowed Other Secured Claim agrees to a different treatment, at the sole option of the Debtor: (i) each Allowed Other Secured Claim shall be reinstated and rendered unimpaired in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of an Allowed Other Secured Claim to demand or receive payment of such Allowed Other Secured Claim prior to the stated maturity of such Allowed Other Secured Claim from and after the occurrence of a default; (ii) each holder of an Allowed Other Secured Claim shall receive Cash in an amount equal to such Allowed Other Secured Claim, including any interest on such Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, on the later of the Effective Date and the date such Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon thereafter as is practicable; or (iii) each holder of an Allowed Other Secured Claim shall receive the Collateral securing its Allowed Other Secured Claim and any interest on such Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, in full and complete satisfaction of such Allowed Other Secured Claim on the later of the Effective Date and the date such Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon thereafter as is practicable. Class 4 consists of General Unsecured Claims. Allowed Class 4 Claims shall be paid in Cash, on a pro rata basis, to the extent of available proceeds from the Sale after payment in full of all Allowed Unclassified Claims, Class 1 Claims, Class 2a Claims, Class 2b Claims, and Class 3 Claims, on the later of the (i) closing date of the Sale or (ii) the date on which the Claim becomes an Allowed Claim. The Plan proposes that the Debtor will distribute proceeds generated through the Debtor's Sale of the Property to holders of Allowed Claims and Interests in accordance with the Plan. The Debtor expects that net Sale proceeds will be sufficient to pay, in full, all Allowed Administrative Claims, Priority Tax Claims, and Unsecured Priority Claims. The balance of any proceeds will be used to pay, pro rata, the Allowed Claims of its unsecured creditors. All remaining proceeds will be paid to the Debtor's equity holders, and the Debtor will be liquidated. The hearing at which the Bankruptcy Court will determine whether to schedule a hearing to confirm the Plan will take place on September 25, 2024 at 1:30 p.m., in Courtroom 5C of the United States Bankruptcy Court, Central District of California, Santa Ana Division before the Honorable Scott C. Clarkson. The deadline to file and serve objections to the confirmation of the Plan has been set for July 31, 2024. The Debtor shall file replies to any objections to confirmation by August 14, 2024. A full-text copy of the Disclosure Statement dated May 30, 2024 is available at https://urlcurt.com/u?l=fgChwg from PacerMonitor.com at no charge. Attorneys for the Debtor: Thomas R. Fawkes, Esq. TUCKER ELLIS LLP 233 South Wacker Drive, Suite 6950 Chicago, IL 60606 Tel: (312) 256-9425 Fax: (312) 324-6309 Email: Thomas.fawkes@tuckerellis.com Matthew I. Kaplan, Esq. TUCKER ELLIS LLP 515 South Flower Street Forty-Second Floor Los Angeles, CA 90071 Telephone: (213) 430-3400 Facsimile: (213) 430-3409 About NP Wildcat TIC 1, LLC NP Wildcat is primarily engaged in renting and leasing real estate properties. NP Wildcat TIC 1, LLC in San Clemente, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-12657) on December 15, 2023, listing as much as $10 million to $50 million in both assets and liabilities. Patrick S. Nelson as manager, signed the petition. Judge Scott C Clarkson oversees the case. TUCKER ELLIS LLP serve as the Debtor's legal counsel. OREGON CLEAN: Moody's Rates New $450MM Sr. Secured Loans 'B1' ------------------------------------------------------------- Moody's Ratings has assigned a B1 rating to Oregon Clean Energy LLC's (OCE) proposed $450 million senior secured credit facilities, consisting of a $410 million term loan B due in 2030 and a $40 million revolving credit facility due in 2029. Moody's has also affirmed the B1 rating on OCE's existing credit facilities. Concurrently, the outlook has been revised to positive from stable. Proceeds from the amended term loan B and cash on the balance sheet will be used to repay OCE's existing term loan, revolver borrowings, and to pay transaction expenses. Moody's intends to withdraw the B1 rating on the existing credit facilities due 2026 (cusip: 68583LAF2) upon the closing of Oregon Clean Energy's amended credit facilities. RATING RATIONALE The rating action at OCE incorporates Moody's view that the terms of the proposed credit facility strengthen loan repayment prospects by requiring prepayment amounts that are the greater of a 75% excess cash flow sweep or a target debt balance schedule reducing debt outstanding by 50% at maturity. The rating action also reflects Moody's view that credit metrics should improve relative to recent historical performance owing to favorable energy market conditions as well as the potential for higher prices in the upcoming PJM Interconnection, L.L.C. (Aa2 stable) capacity auction. The B1 rating also recognizes OCE's position as a single asset gas-fired power generation facility with exposure to volatile wholesale energy markets, a risk that is amplified by OCE's policy to hedge 50% of the plant's capacity when heading into the summer and winter seasons, which is shorter than most peers. OCE has produced solid operational performance over the last few years, with capacity factors of 92% during the first quarter of 2024 and 87% in 2023 along with low forced outage rates. The plant may be able to produce strong cash flows in 2024 and 2025 at current forward energy prices; if this occurs, substantial debt paydowns should follow during this timeframe owing to the strength of the excess cash flow mechanism. This could also result in stronger credit metrics more aligned with the Ba rating category, with debt service coverage ratios above 2x, project cash flow to debt above 10% and debt to EBITDA below 6x. OCE's recent credit metrics are very weak. For the twelve month period ended March 31, 2024, Moody's calculates that OCE produced a 1x DSCR, with 3.5% project cash flow to debt and 5.5x debt to EBITDA. This financial performance is due largely to charges incurred during Winter Storm Elliott in December 2022, a severe cold snap that triggered an emergency power demand period. An operational outage caused OCE to incur nearly $54 million net impact including balancing charges, hedge settlements and a capacity performance penalty from PJM. As a result, Moody's calculated full year 2023 metrics were extremely weak, with DSCR well below 1x and negative project cash flow to debt. Operational outages remain a risk for OCE, but revisions to the capacity performance penalty levels and winterization upgrades at the plant reduce the likelihood of similar events in the future, mitigating the cash flow at risk. In the upcoming capacity auction, PJM has implemented material changes intended to address reliability concerns in a winter-peaking scenario rather than a summer-peaking scenario. Based on Moody's preliminary estimates, capacity prices in the upcoming auction should strengthen from recent historical results. OUTLOOK The positive outlook reflects Moody's expectation that OCE's rating could improve over the next 12-18 months, particularly if margin expectations lead to free cash flow for debt repayments during this period. This could occur if the upcoming PJM capacity auction pricing outcomes are materially higher and if energy margins remain strong in OCE's location. FACTORS THAT CAN LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if the plant is able to pay down at least 15% of its debt over the next 18 months, which could occur if current energy margins remain strong or if PJM capacity auction prices increase substantially. The rating outlook could be revised to stable if the project is unable to sustain double-digit project cash flow to debt and 2x debt service coverage. This could occur if the PJM capacity auction pricing outcome for OCE's zone is around or below $50 per MW-day, if power prices decline or if the plant experiences an operational outage. PROFILE OCE is located in Lucas County, City of Oregon, Ohio, which is within PJM's ATSI capacity zone. The project is a natural gas fired combined cycle plant consisting of a 2x1 combined-cycle unit with two Siemens SGT6-8000H combustion turbines and generators (CTGs), two NEM heat recovery steam generators (HRSGs) and a Siemens steam turbine generator (STG) that has been in operation since July 1, 2017. The project is capable of producing approximately 870 MW at average annual conditions (approximately 50°F) and over 930 MW at extreme winter ambient conditions (below 0°F), with full duct firing. The project is indirectly owned 50/50 by affiliates of Ares EIF Management, LLC (Ares EIF) and I Squared Capital (ISQ). Ares EIF is a wholly-owned subsidiary of publicly traded Ares Management Corporation, with significant experience in developing power generation projects in the U.S. ISQ is an independent global infrastructure investment manager focusing on energy utilities and transportation in various regions of the globe. METHODOLOGY The principal methodology used in these ratings was Power Generation Projects published in June 2023. OREGON TOOL: $850MM Bank Debt Trades at 24% Discount ---------------------------------------------------- Participations in a syndicated loan under which Oregon Tool Holdings Inc is a borrower were trading in the secondary market around 76.3 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $850 million Term loan facility is scheduled to mature on October 16, 2028. The amount is fully drawn and outstanding. Oregon Tool Holdings, Inc., headquartered in Portland, Oregon, is a global manufacturer and distributor of professional-grade, consumable parts and attachments for use in forestry, lawn and garden, agriculture and concrete cutting applications. PH BEAUTY: Moody's Affirms 'Caa1' CFR & Alters Outlook to Positive ------------------------------------------------------------------ Moody's Ratings affirmed all ratings of pH Beauty Holdings III, Inc., including its Corporate Family Rating at Caa1, its Probability of Default Rating at Caa1-PD, the B3 ratings of the first lien senior secured credit facilities, and the Caa3 rating of its senior secured second lien term loan. The rating outlook changed to positive from stable. The ratings affirmation reflects pH Beauty's improving operating performance supported by strong growth of its skincare brand Byoma, and a better cost structure as a result of lower freight costs and the company's cost saving initiatives. pH Beauty generated $26 million free cash flow in the last 12 months ending March 31, 2024, although this included a one-time benefit from a $13 million settlement related to its 2018 acquisition. Although its improved Debt-to EBITDA leverage at 5.2x could contribute to consideration of upward rating momentum, the rating continues to reflect the company's looming refinancing risk around the 2025 and 2026 maturities and the potential that higher financing costs could raise cash interest and limit free cash flow. The rating also incorporates the strategic uncertainty following the company's comments that it will potentially be exploring brand divestitures. While debt repayment with cash proceeds from a successful sale would likely be credit positive, the final amount and use of proceeds would need to be considered. In addition, if any debt remains outstanding after such a sale, Moody's would then need to evaluate the remaining business including its smaller scale, more limited brand diversity, its capital structure, growth prospects and cash generation potential. For these reasons, the rating was affirmed. The change in the rating outlook to positive is based on Moody's view that the improvement in operating performance and credit metrics better positions the company to address its upcoming maturities through a refinancing, with or without a sale of a business. Debt-to-EBITDA Leverage was reduced to 5.2x as of March 31, 2024 from over 7.5x as of September 2023, and EBITA-to-interest interest coverage improved to 1.4x. These stronger credit metrics and positive free cash flow greatly reduce the risk of finding lenders willing to underwrite new credit facilities. RATINGS RATIONALE The Caa1 CFR reflects pH Beauty's small scale, moderately high leverage and improved refinancing prospects given the recent improvement in operating performance and credit metrics, tempered by the strategic uncertainty about the asset makeup after the company's comments about potentially exploring brand divestitures. Assuming no changes in the business mix, Moody's expects pH Beauty's debt-to-EBITDA to decline to below 5.0x in the next 12-18 months as the company continues to introduce new products, expand its distribution channels, and grow its international business. Moody's believes that the company's risk of a debt restructuring over the next year has materially declined with the rebound in earnings and positive free cash flow. pH Beauty has approaching 2025 and 2026 maturities, consisting of a $15 million revolver (currently undrawn) that expires in June 2025, a $270 million term loan that matures in September 2025 and a $70 million second lien term loan that matures in September 2026. New strategic uncertainty exists after the company's comments that it may sell some of its brands. pH Beauty expanded to skincare and introduced Byoma brand in 2022. Since then, the company has enjoyed double-digit sales growth in this brand, mainly through new product introduction and expansion of distribution. Moody's views the company's other businesses as more discretionary and less attractive than skin care. Consumers are more likely to cut spending on beauty tools/accessories such as makeup brushes, and on sunless tanning products and bath accessories in an economic downturn. Moreover, the cosmetic accessories and facial skin care industries are highly competitive with many branded product companies that are significantly larger, more diverse, financially stronger, and which have much greater investment capacity. pH Beauty's rating is supported by the company's strong brand name recognition in niche markets, recovering demand in beauty and cosmetics, and the company's category expansion to skincare. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The positive outlook reflects Moody's view that pH Beauty will continue to improve its credit metrics over the next 12-18 months, as well as the greater likelihood of a successful refinancing given improved earnings and positive free cash flow. The ratings could be downgraded if earnings deteriorate or if pH Beauty's liquidity weakens, including failure to extend its revolving credit facility or otherwise proactively address the 2025 and 2026 maturities. A downgrade could also occur if the risk of a distressed exchange or other debt restructuring increases for any reason, or if recovery prospects weaken. The ratings could be upgraded if pH Beauty addresses its upcoming maturies at a manageable cost, and continues to improve its operating performance such that debt-to-EBITDA sustained below 6.0x and free cash flow is expected to remain positive. An upgrade would also require a resolution of the strategic uncertainties, an understanding of the outcome of any sale particularly if a material portion of the business, and would require an evaluation of the credit position of the remaining company. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. pH Beauty is a designer of cosmetic accessories, bath accessories, sunless tanning and facial skin care products. Key brands include Real Techniques, EcoTools, Freeman, Tan-luxe, Isle of Paradise, Tanologist, and BYOMA. Yellow Wood Partners acquired the company in 2017 and the company acquired Paris Presents in 2018. pH Beauty generates roughly $340 million in annual revenues. PIONEER HEALTH: Amends Plan to Include Priority Wage Claims Pay --------------------------------------------------------------- Pioneer Health Systems, LLC, and its affiliates submitted an Amended Subchapter V Plan of Reorganization dated May 30, 2024. The Debtors' joint Plan of Reorganization commits the Debtors' future disposable income though the end of 2029 to payment of creditor claims. In total, the Debtors project paying allowed secured claims in full, paying tax claims and allowed administrative expenses in full, and paying $7,264,148 to unsecured creditors. Payments to creditors will come from Debtors' profits from future operations, recoveries on pre-petition litigation claims, and recoveries on avoidance actions. The Plan provides for payment of the claim of the DIP Lender though a new Exit Facility, which will be in an amount of not less than $1.2 million to provide the Debtors with additional liquidity to support operations through 2025. After that time, Debtors' operations will be sufficiently stable to pay down the Exit Facility and make distributions to creditors. Holders of claims secured by the Debtors' equipment and tax refunds will be paid according to the terms of their prepetition agreements. Holders of claims for rejected leases secured by security deposits will retain the security deposit and the balance of any claim will be paid as a General Unsecured Claim. Holders of claim which alleged to be secured based on Mechanic's Liens will be treated as General Unsecured Creditors to the extent any such claims are allowed. Allowed Priority Wage Claims are treated in Class 2 and will be paid in full in cash on the Effective Date. Allowed Unsecured Claims are split into two classes: a convenience class of claims not exceeding $1,600 (Class 3) and all other claims are General Unsecured Claims (Class 4). Allowed Class 3 Claims will be paid in full in cash on the Effective Date. Allowed Class 4 Claims will be paid on the 45th day of each calendar quarterly a prorated share of the Debtors' projected disposable income for the prior quarter. Payments to holders of Allowed Class 4 Claims will commence by February 14, 2026, and will be completed by February 14, 2030. Class 2 consists of Priority Wage Claims. Holders of Allowed Priority Wage Claims will be paid in full in cash on the Effective Date. Debtors shall not pay interest on Priority Wage Claims. The amount of claim in this Class total $35,300. This Class is unimpaired. Class 4 consists of General Unsecured Claims. Holders of Allowed General Unsecured Claims will receive a pro rata distribution of the Disposable Income Fund. The first payment will be made not later than February 14, 2026, and will continue on the last day of each calendar quarter until holders of allowed General Unsecured Claims receive their full pro rata distribution, but in no case not later than February 14, 2030. Debtors shall not pay interest on General Unsecured Claims. The allowed unsecured claims total $21,472,802.87. This Class will receive a distribution of $7,224,865.01. This Class is impaired. The Debtors will commit their Projected Disposable Income to fund plan payments. The Class 1(a) claim shall be paid in full, in cash, on the Effective Date from the proceeds of the Exit Facility. Allowed Claims in Classes 1(b)–1(j) shall be paid according to their prepetition contracts. Allowed Class 1(k) claims will retain the security deposit held by the relevant Claimant and the balance of any claim will be paid as a Class 4 General Unsecured Claim. Allowed Secured Property Tax Claims in Class 1(l) shall be paid in the ordinary course. Holders of claims in Class 1(m), which allege to be secured based on Mechanic's Liens, will be treated as Class 4 General Unsecured Creditors to the extent any such claims are allowed. Allowed Class 2 and Allowed Class 3 claims will paid in full on the Effective Date. Payments on Allowed Class 4 claims commence not later than February 14, 2026, and shall continue quarterly until the General Unsecured Distribution shall have been made in full, but not later than February 14, 2030. Holders of the Debtors' equity interests shall retain their interests. The Debtors shall also obtain an Exit Facility of approximately $1.2 million to (i) retire the obligations under the DIP Loan and (2) provide additional liquidity for Debtors' operations. Additional details concerning the DIP Loan will be included in the Plan Supplement. The Bankruptcy Court has scheduled July 10, 2024 at 10:00 A.M. as the hearing on the confirmation of the Plan. A full-text copy of the Amended Subchapter V Plan dated May 30, 2024 is available at https://urlcurt.com/u?l=Z4MZSk from PacerMonitor.com at no charge. Counsel for the Debtors: Matthew J. Olson, Esq. DORSEY & WHITNEY LLP 51 West 52nd Street New York, NY 10019 Telephone: (212) 415-9200 Facsimile: (212) 953-7201 Email: schnabel.eric@dorsey.com -and- Alessandra Glorioso, Esq. DORSEY & WHITNEY (DELAWARE) LLP 300 Delaware Avenue, Suite 1010 Wilmington, Delaware 19801 Telephone: (302) 425-7171 Email: glorioso.alessandra@dorsey.com About Pioneer Health Systems Pioneer Health Systems, LLC, is the parent company for the following brands: Surgical Hospital of Oklahoma, L.L.C. (SHO), Direct Orthopedic Care (DOC), and Integrated Care Technologies (ICT). Combined, this model allows Pioneer to offer a complete vertical orthopedic healthcare system. The Debtor filed a Chapter 11 petition (Bankr. D. Del. Case No. 24-10279) on Feb. 21, 2024, with $1 million to $10 million in both assets and liabilities. Colin Chenault, chief financial officer, signed the petition. Judge J. Kate Stickles oversees the case. Alessandra Glorioso, Esq., at Dorsey & Whitney (Delaware), LLP, is the Debtor's legal counsel. PLA6 81: Case Summary & 12 Unsecured Creditors ---------------------------------------------- Debtor: PLA6 81 LLC 75 Walnut St. East Orange, NJ 07017 Business Description: PLA6 81 is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: June 13, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-15995 Judge: Hon. Vincent F Papalia Debtor's Counsel: Douglas J. McGill, Esq. WEBBER MCGILL LLC 100 E. Hanover Avenue Suite 401 Cedar Knolls, NJ 07927 Tel: (973) 739-9559 Fax: (973) 739-9575 E-mail: dmcgill@webbermcgill.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Thomas J. Caleca as authorized representative. 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/TFVSNMQ/PLA6_81_LLC__njbke-24-15995__0001.0.pdf?mcid=tGE4TAMA PROVIDENT GROUP: S&P Alters Outlook on 'BB-' Bonds Rating to Stable ------------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB-' long-term rating on the District of Columbia's (D.C.) series 2013 student housing revenue bonds, issued for Provident Group - Howard Properties LLC (PGHP), a not-for-profit corporation that constructed student housing for Howard University. "The outlook revision reflects consistent robust demand and occupancy and coverage that is above 1x, though below the 1.2x debt service coverage covenant requirement," said S&P Global Ratings credit analyst Jessica Goldman. PV PETS: Nicole Nigrelli of Ciardi Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Nicole Nigrelli, Esq., at Ciardi, Ciardi & Astin as Subchapter V trustee for PV Pets, LLC. Ms. Nigrelli 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. Nigrelli declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nicole M. Nigrelli, Esq. Ciardi, Ciardi & Astin 1905 Spruce Street Philadelphia, PA 19103 Phone: (215) 557-3550 ext. 115 Email: nnigrelli@ciardilaw.com About PV Pets PV Pets, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-15472) on May 30, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Carol L. Knowlton, Esq., at Gorski And Knowlton PC represents the Debtor as legal counsel. PV PETS: Seeks Interim Cash Collateral Access --------------------------------------------- PV Pets, LLC asks the U.S. Bankruptcy Court for the District of New Jersey for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay its ordinary and necessary business expenses including, but not limited to, payroll and related obligations utilities, suppliers and insurance. The Debtor is a party to a loan with US Small Business Association Disaster Covid-19 Economic Injury. The present outstanding balance on the loan is approximately $150,000. The Debtor also has merchant cash advance loans with that are secured on the Debtor's accounts receivable. As adequate protection, the Secured Creditors will be granted a valid and perfected replacement security interest and lien, superior to all other claims of creditors of the estate of the Debtor, in and upon all assets of the Debtor's estate. To the extent that the adequate protection is determined to be insufficient, the Secured Creditors will be granted a superpriority administrative claim having priority in right of payment over any and all other obligations, liabilities and indebtedness of the Debtor. A copy of the motion is available at https://urlcurt.com/u?l=CJBRzP from PacerMonitor.com. About PV Pets, LLC PV Pets, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-15472) on May 30, 2024. In the petition signed by Vicki Tepper, owner/managing member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Carol L. Knowlton, Esq., at Gorski & Knowlton PC, represents the Debtor as legal counsel. RAPID7 INC: President Andrew Burton to Step Down on June 30 ----------------------------------------------------------- Rapid7, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 4, 2024, Andrew Burton, the President and Chief Operating Officer of the Company, notified the Company of his resignation from his positions, effective June 30, 2024. The Company thanks Mr. Burton for his long tenure and contributions, and wishes him well as he pursues a chief executive officer role at a privately held company. About Rapid7 Rapid7, Inc. (Nasdaq: RPD) provides cybersecurity services. As of March 31, 2024, the Company has $1.5 billion in total assets, and $1.6 billion in total liabilities. * * * Egan-Jones Ratings Company on October 10, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Rapid7, Inc. REDLINE INC: Scott Seidel Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 6 appointed Scott Seidel as Subchapter V trustee for Redline, Inc. Mr. Seidel will be paid an hourly fee of $520 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Seidel declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Scott Seidel 6505 West Park Blvd., Suite 306 Plano, TX 75093 214-234-2500-main 214-234-2503-direct Email: scott@scottseidel.com About Redline Inc. Redline, Inc., a company in Desoto, Texas, filed Chapter 11 petition (Bankr. N.D. Texas Case No. 24-31660) on June 4, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Brian Williams, president, signed the petition. Robert T. DeMarco, Esq., at DeMarco Mitchell, PLLC represents the Debtor as legal counsel. REDSTONE HOLDCO 2: $450MM Bank Debt Trades at 17% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Redstone Holdco 2 LP is a borrower were trading in the secondary market around 82.6 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $450 million Term loan facility is scheduled to mature on August 6, 2029. The amount is fully drawn and outstanding. Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of the buyout of the RSA Security business from Dell Inc. RIOT PLATFORMS: Increases Stake in Bitfarms to 14% -------------------------------------------------- Riot Platforms, Inc. announced that on June 13, 2024, it acquired ownership of 1,432,063 common shares of Bitfarms Ltd. representing approximately 0.35% of the issued and outstanding Common Shares of the Company (as calculated based on the information most recently provided by the Company in its material change report dated June 10, 2024). The Purchased Shares were acquired through normal course purchases on the Nasdaq Stock Market and other open market trades for a weighted average price of approximately US$2.70 per Purchased Share (equivalent to approximately C$3.72 per Purchased Share based on the daily exchange rate posted by the Bank of Canada on June 13, 2024) at a price range per Purchased Share of approximately US$2.55 to US$2.75 (equivalent to approximately C$3.50 to C$3.78 based on the Exchange Rate) for an aggregate amount equal to US$3,870,293.46 (equivalent to approximately C$5,320,105.40 based on the Exchange Rate). Immediately prior to the acquisition of Common Shares giving rise to the issuance of this press release, Riot beneficially owned 56,194,973 Common Shares, representing approximately 13.65% of the issued and outstanding Common Shares (as calculated based on the information most recently provided by the Company in its material change report dated June 10, 2024). Following completion of the aforementioned acquisition, Riot beneficially owned 57,627,036 Common Shares, representing approximately 14.00% of the issued and outstanding Common Shares as at June 13, 2024 (as calculated based on the information most recently provided by the Company in its material change report dated June 10, 2024). Riot currently intends to requisition a special meeting of the Company's shareholders, at which Riot intends to nominate several well-qualified and independent directors to join the Company's board of directors, which follows from Riot's serious concerns regarding the Board's track record of poor corporate governance. Riot intends to review its investment in the Company on a continuing basis and depending upon various factors, including without limitation, any discussion between Riot, the Company and/or the Board and its advisors regarding Riot's previously submitted non-binding proposal, the proposed requisition and/or the composition of the Board, the Company's financial position and strategic direction, overall market conditions, other investment opportunities available to Riot, and the availability of securities of the Company at prices that would make the purchase or sale of such securities desirable. Riot may (i) increase or decrease its position in the Company through, among other things, the purchase or sale of securities of the Company, including through transactions involving the Common Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Company in the open market or otherwise, (ii) enter into transactions that increase or hedge its economic exposure to the Common Shares without affecting its beneficial ownership of the Common Shares or (iii) consider or propose one or more of the actions described in subparagraphs (a) - (k) of Item 5 of Riot's early warning report filed in accordance with applicable Canadian securities laws. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1167419/000110465924071407/tm2415618d17_sc13da.htm About Riot Platforms Headquartered in Castle Rock, Colorado, Riot Platforms Inc. -- www.riotplatforms.com -- is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has Bitcoin mining data center operations in central Texas, Bitcoin mining operations in central Texas, and electrical switchgear engineering and fabrication operations in Denver, Colorado. Riot Platforms reported a net loss of $49.47 million in 2023, a net loss of $509.55 million in 2022, a net loss of $15.44 million in 2021 (as restated), a net loss of $14.11 million in 2020 (as restated), a net loss of $20.30 million in 2019, and a net loss of $60.21 million in 2018. RITE AID: June 27 Combined Hearing on Amended Plan & Disclosures ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey will hold a hearing on June 27, 2024, at 10:00 a.m. (prevailing Eastern Time) to consider final approval of the adequacy of the disclosure statement of Rite Aid Corporation and its debtor-affiliates explaining their second amended joint Chapter 11 plan of reorganization, before the Hon. Michael B. Kaplan, United States Bankruptcy Judge, Clarkson S. Fisher United States Courthouse, 402 East State Street, Second Floor, Courtroom 8, Trenton, New Jersey 08608. Objections to the approval of the Disclosure Statement and confirmation of the Amended Joint Chapter 11 Plan, if any, is June 18, 2024, at 5:00 p.m. (prevailing Eastern Time). As reported by the Troubled Company Reporter on April 4, 2024, Rite Aid Corp. and its Debtor Affiliates submitted a Second Amended Joint Chapter 11 Plan of Reorganization dated March 28, 2024. A full-text copy of the Second Amended Joint Plan dated March 28, 2024 is available at https://urlcurt.com/u?l=gBadOD from Kroll Restructuring, claims agent. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C., as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructuring Administration as claims and noticing agent. RITHUM HOLDINGS: $210MM Bank Debt Trades at 18% Discount -------------------------------------------------------- Participations in a syndicated loan under which Rithum Holdings Inc is a borrower were trading in the secondary market around 82 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $210 million Term loan facility is scheduled to mature on December 2, 2028. The amount is fully drawn and outstanding. Rithum Holdings, Inc. provides cloud-based technologies and services. The Company operates a cloud-based e-commerce fulfillment and marketing software platform of integrated supply, demand, and delivery solutions for large retailers, online marketplaces, and digital marketing channels, as well as consumer brands, manufacturers, distributors, and other market participants. RLG HOLDINGS: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings affirmed the corporate family rating of RLG Holdings, LLC at B3, the Probability of Default Rating at B3-PD, the senior secured first lien bank credit facility at B2, and the senior secured second lien bank credit facility at Caa2. The outlook has been changed to negative from stable. RLG has funded several "tuck-in" acquisitions with its revolver in a relatively short period of time. To free up liquidity, the company has repaid these revolver borrowings with add-ons to its existing first lien term loan. While leverage remains neutral in these transactions, cash flow has weakened and execution risk has grown stronger, as RLG integrates these assets among challenging market conditions. The flow through of EBITDA and cash flow benefits from the addition of these new assets is expected, but a pivot to more positive market trends need to be sustained through the back half of 2024 to strengthen credit metrics. "RLG has been active in pursuing debt funded "tuck-in" acquisitions in accordance with its financial policy, which has resulted in high debt leverage, especially during challenging market conditions. Realization of projected synergies and EBITDA improvement has been slow, but market fundamentals are transitioning to more positive volume trends, " said Scott Manduca, Vice President at Moody's. The negative outlook reflects weakening credit metrics, including high leverage and cash flow generation, as the company executes its aggressive growth through acquisition financial policy. RATINGS RATIONALE RLG's B3 CFR reflects the company's aggressive financial policy, including high pro forma debt leverage near 11x (Moody's adjusted), for the last twelve months ended March 2024 before falling towards 10x at year end December 2024, and a focus on growing through acquisition, as well as, organically. The company has been active in executing debt funded "tuck-in" acquisitions to further enhance and specialize its high margin portfolio offering that has resulted in an increase in debt leverage. Meanwhile, challenging market conditions, that are now showing signs of improvement, have delayed the realization of EBITDA contribution and cash flow in financial results to support stronger credit metrics. Moody's forecasts free cash flow to be negative in 2024 before turning positive in 2025, which limits the amount of debt reduction or funding of acquisitions with free cash flow in the near term. Moody's expects RLG to have adequate liquidity for the next 12 months with $10 million of cash on March 31, 2024 and $35 million available under its $85 million revolving credit facility. In the past, the company has displayed market access to term out revolver borrowings with add-ons to its first lien term loan and free up liquidity. Usage of the revolver would be minimal without debt funded acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity deteriorates or the company fails to improve credit metrics. Specifically, Moody's could downgrade the rating if debt-to-EBITDA is above 7x, EBITDA-to-interest is sustained below 1.5x, free cash flow is negative or immaterial to provide financial flexibility, or the company continues to raise debt leverage with acquisitions under aggressive financial policy. An upgrade, although not likely over the near term, would require a sustainable improvement in credit metrics. Specifically, the ratings could be upgraded if debt-to-EBITDA trends below 5.5x, there is a commitment to a less aggressive financial policy at it relates to debt leverage and acquisition strategy, and good liquidity. RLG is a leader in pressure-sensitive and other high-value label solutions in the fragmented North American labels industry. The company is owned by Ares Management and does not file public financial statements. In the last twelve months ended March 31, 2024, Resource Label generated pro forma sales of $520 million. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. RMS HOLDING: S&P Affirms 'B-' ICR on Announced Acquisition ---------------------------------------------------------- S&P Global Ratings affirmed the 'B-' issuer credit rating on San Diego-based in-home care provider RMS Holding Co. LLC (doing business as TEAM Services Group) and maintain the stable outlook. At the same time, S&P assigned a 'B-' issue-level rating and '3' recovery rating to its new $1.17 billion first-lien term loan, first-lien credit facility and delayed draw term loan. The stable outlook reflects S&P's expectation for high single-digit percentage organic revenue growth from 2024 to 2026, increasing cash flow, and stabilizing adjusted EBITDA margins, resulting in adjusted debt to EBITDA in the 6.5x area in 2024, with potential for further deleveraging in 2025. TEAM is issuing a $1.17 billion first-lien term loan due 2031 and using the proceeds to redeem its existing $705 million first-lien term loan and $125 million second-lien term loan. The company will also be using proceeds to fund the acquisition of a New York asset for a net cash consideration of about $250 million, various other tuck-in mergers and acquisitions (M&A), and other related fees and expenses. S&P said, "Our affirmation reflects solid execution and deleveraging partly offset by high leverage, limited track record of generating cash flow, and additional operating risk from the New York asset. We anticipate 2024 to continue to trend favorably following a relatively good first quarter, leading to full-year top-line growth (before including the New York asset) in the 25%-30% range. This growth is driven by favorable rate increases and numerous tuck-in acquisitions as the company continues to consolidate in the highly fragmented personal care industry. The current rate environment remains positive for home and community-based care services, driven by a growing demand for care in the home combined with a challenged work force. We are seeing more increases in reimbursement rates across various state Medicaid programs to either close some of the gap that wage inflation caused through the pandemic, or offsetting more recent wage increases meant to attract a larger workforce. However, longer term, we would expect that reimbursement should offset wage inflation creating a relatively stable margin profile for TEAM, absent some timing mismatches (some states make rate adjustments less frequently than every year). Overall, we expect TEAM's pro forma S&P Global Ratings adjusted leverage to be in the 6.0x-6.5x range in 2024 inclusive of the New York asset and full year impacts of tuck-in M&A activity. Additionally, we expect TEAM to generate positive reported free operating cash flow (after shareholder tax distributions) of $15 million-$20 million in 2024, which translates to pro-forma S&P adjusted free operating cash flow (FOCF)/debt in the 2.0%-2.5% area. "We believe the New York-based target improves scale but increases geographic concentration in New York State, which is reformulating its home care financial intermediary system. The New York-based asset adds significant scale to TEAM's overall business, increasing pro forma GAAP net revenues by nearly 50%. The relatively large size of the acquisition brings inherent integration risk. In addition, post transaction, New York will become one if its largest single-state exposures. The state has historically been supportive of home care services, but it is highly competitive and fragmented. At the same time, there are competitors in the market that are larger than the target. Near term, recently proposed budget alterations related to New York's Consumer Directed Personal Care Assistance Program (CDPAP) could hurt operations of the New York-based target. Perhaps the most significant change is related to the placement of a single state-wide Fiscal Intermediary (FI) that would oversee the entirety of the CDPAP program. In our opinion, this could expose nearly 6% of pro-forma TEAM net revenue to potential displacement. At this point, there remains a lot of uncertainty as to whether by April of next year there will be no further changes to the implementation of a single FI; however, we do consider the potential impact if passed as currently proposed when assessing the riskiness of the acquisition." The New York asset has a cultural niche in select areas of New York, which could create more stickiness for its services during this period of transition. TEAM could also bid to be New York's single FI, but S&P does not build this into its base case. If TEAM and the New York-based target are able to grow profitably through this period of uncertainty, it would support further deleveraging and potentially put positive pressure on the rating. S&P said, "We believe TEAM will continue to benefit from favorable reimbursement trends in at-home personal care, although reimbursement is relatively low and competition is abundant. The home care/post-acute care industry is expanding quickly as an aging population increasingly prefers at-home care and health care sponsors continue to seek to reduce expenses, so we think states will continue to invest in home care. However, we also believe the industry is competitive and highly fragmented and reimbursement is relatively low due to the unskilled nature of services. The Centers for Medicare & Medicaid Services (CMS) also recently finalized a rule that requires 80% of reimbursement to be directed to worker compensation, which will impair margins in the industry, although the rule doesn't fully go into effect until 2030. TEAM competes with bigger players such as Addus HomeCare (not rated), 'B-' rated HAH Group Holding Co. LLC, and 'B-' rated Pluto Acquisition I Inc. (d/b/a AccentCare Inc.) , as well as many companies with large footprints in particular markets. TEAM's scale provides an advantage relative to the many small providers given its operating leverage in administrative expenses and ability to respond to regulatory changes. "We believe the industry's barriers to entry are low and other home-health providers and non-health-care companies such as staffing companies and payroll processors could offer some of the same services. Nevertheless, we expect TEAM's focus on low-skill home care and self-direction (the ability for clients to choose their own caregivers) differentiates its operations and provides some insulation from the industry's labor challenges. "The stable outlook reflects our expectation for high single-digit percentage organic revenue growth over the next few years through new partnerships, increased patient volumes, and reimbursement rate increases. We also expect increasing free cash flow and stabilizing adjusted EBITDA margins to about 10%-11% as a result of organic and inorganic growth. The outlook also reflects our expectation the company will successfully integrate the New York asset, leading to relatively modest deleveraging to the 6x-6.5x area on a pro forma basis in 2024, with potential for further deleveraging below 6x in 2025. "We could raise the rating on TEAM if we expect the company to sustain discretionary free cash flow after shareholder tax distributions above 3% of debt (or about $35 million-$40 million). In this scenario, we would expect to have more clarity on the financial impact of the changes in the New York market. We would also believe the financial policy is supportive of sustaining stronger credit metrics. "We could lower the rating if we expect TEAM to generate sustained free cash flow deficits." In this scenario, S&P would expect: -- A significant slow-down in revenue growth; -- Inability to successfully integrate the New York asset or navigate through a challenging regulatory environment; and -- Gross margins decrease significantly as a result of increasing competition, integration challenges, a failure to successfully negotiate for price increases, or higher acquisition multiples. S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." ROSE ANIMAL: John Whaley Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 21 appointed John Whaley, a practicing accountant in Atlanta, Ga., as Subchapter V trustee for Rose Animal Hospital, LLC. Mr. Whaley will be paid an hourly fee of $410 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Whaley declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: John T. Whaley, CPA P.O. Box 76362 Atlanta, GA 30358 Phone: 404-946-5272 Email: trustee@jtwcpa.net About Rose Animal Hospital Rose Animal Hospital, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-55937) on June 4, 2024, with up to $50,000 in assets and up to $1 million in liabilities. William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC represents the Debtor as legal counsel. SAFFRON ENTERPRISES: Mark Sharf Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 16 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for Saffron Enterprises, Inc. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and $195 per hour for his trustee administrator's services. In addition, the Subchapter V trustee will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About Saffron Enterprises Saffron Enterprises, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11441) on June 5, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Judge Scott C. Clarkson presides over the case. Andrew S. Bisom, Esq., at Bisom Law Group represents the Debtor as bankruptcy counsel. SBG BURGER: Plan Exclusivity Period Extended to July 15 ------------------------------------------------------- Judge Tiffany P. Geyer of the U.S. Bankruptcy Court for the Middle District of Florida extended SBG Burger Opco, LLC and affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to July 15 and September 16, 2024, respectively. As shared by Troubled Company Reporter, the Debtors continue to operate their businesses and manage their property as debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors explain that ample cause exits to extend the exclusive period within which the Debtor may file plan(s) and solicit acceptances. First, the size and complexity of the cases warrant the relief. Second, the Debtors have been conversing with the major constituencies and require additional time to continue those discussions. Third, the Debtors have advanced the Bid Procedures Motion which will directly impact a proposed plan. Counsel to the Debtors: Thomas M. Messana, Esq. Scott A. Underwood, Esq. Megan W. Murray, Esq. UNDERWOOD MURRAY, PA 100 N. Tampa St., Suite 2325 Tampa, FL 33602 Telephone: (813) 540-8401 Facsimile: (813) 553-5345 Email: tmessana@underwoodmurray.com sunderwood@underwoodmurray.com mmurray@underwoodmurray.com About SBG Burger Opco SBG Burger Opco, LLC and affiliates operate 73 Wendy's, 6 McAlister's Deli, 15 Subway, 5 Fuzzy's Taco Shop and 22 CiCi's Pizza restaurants across Alabama, Florida, Illinois, Missouri, Louisiana, Wisconsin and Texas. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 23-04797) on November 14, 2023. The Debtors are Starboard Group of Space Coast, LLC; Starboard Group of Southeast Florida, LLC; Starboard Group of Tampa, LLC; Starboard Group of Tampa II, LLC; Starboard Group of Alabama, LLC; 7 S & M Foods, LLC; 9 S & M Foods, LLC; 10 S & M Foods, LLC; Starboard with Cheese, LLC; and SBG Burger Opco, LLC. In the petition signed by Andrew Levy, manager, lead Debtor SBG Burger Opco, LLC disclosed up to $50,000 in both assets and liabilities. SBG Alabama listed $1 billion to $10 billion in estimated assets and $1 billion to $10 billion in estimated liabilities. SBG Spacecoast listed $10 million to $50 million in estimated assets and $1 million to $10 million in estimated liabilities. SBG Cheese listed $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. SBG Tampa listed $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. SBG SE Florida listed $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. Judge Tiffany P. Geyer oversees the cases. Scott A. Underwood, Esq., at Underwood Murray, PA, is the Debtors' legal counsel. On January 23, 2024, the U.S. Trustee for Region 21 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Bast Amron, LLP as its legal counsel. SERTA SIMMONS: $315MM Bank Debt Trades at 20% Discount ------------------------------------------------------ Participations in a syndicated loan under which Serta Simmons Bedding Inc is a borrower were trading in the secondary market around 80.3 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $315 million Term loan facility is scheduled to mature on June 29, 2028. The amount is fully drawn and outstanding. Serta Simmons Bedding, the nation's largest mattress company, combined all of their company's locations into a new headquarters in Atlanta, Georgia. SHORT SERVICES: Timothy Stone Named Subchapter V Trustee -------------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Timothy Stone of Newpoint Advisors Corporation as Subchapter V trustee for Short Services Group Landscaping, 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 Short Services Group Landscaping Short Services Group Landscaping, LLC is a provider of landscaping and lawn services based in Columbia, Tenn. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-02092) on June 7, 2024, with $344,880 in assets and $1,367,676 in liabilities. Ty Short, owner, signed the petition. Judge Charles M. Walker presides over the case. Keith D. Slocum, Esq., at Slocum Law represents the Debtor as bankruptcy counsel. SIGNAL RELIEF: Case Summary & 17 Unsecured Creditors ---------------------------------------------------- Debtor: Signal Relief, Inc. 1261 S. 820 E. Ste. 300 American Fork UT 84003 Business Description: The Debtor is a manufacturer of a pain relief patch that reduces pain by focusing on the body's electrical impulses. Its innovative technology is designed to detect, interrupt, and absorb signals caused by discomfort before they can reach the brain - resulting in relief wherever and whenever patients need it. Chapter 11 Petition Date: June 14, 2024 Court: United States Bankruptcy Court District of Utah Case No.: 24-22947 Judge: Hon. Joel T. Marker Debtor's Counsel: Darren Neilson, Esq. PARSONS BEHLE AND LATIMER 201 S. Main Street Suite 1800 Salt Lake City UT 84111 Tel: 801-532-1234 Email: dneilson@parsonsbehele.com Total Assets: $1,198,072 Total Liabilities: $3,341,600 The petition was signed by Daniel Marirott as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QJKRSUA/Signal_Relief_Inc__utbke-24-22947__0001.0.pdf?mcid=tGE4TAMA SMC ENTERTAINMENT: SEC Completes Review of Form 10 Registration --------------------------------------------------------------- SMC Entertainment, Inc., announced June 12, 2024, the Securities and Exchange Commission's completion of its review of the Company's Form 10 Registration Statement. SMC filed its initial Form 10 in June 2023. According to SMC Entertainment, this completion of the review marks a momentous milestone and solidifies SMC as a fully reporting public company. This completion of the process is timely with SMC's recent announcement to purchase 100% of the assets of ChainTrade Ltd. With this done, SMC's next major milestone is filing for a company name change and symbol change with FINRA. "For the past 12 months, SMC's management team worked very closely with its legal and accounting teams to address the SEC's comments in an expeditious manner," commented Erik Blum, SMC's CEO. "The diligent hard work ultimately paid off and our thanks to all of our team members including the guidance of the SEC staff who were instrumental in getting us to the finish line." About SMC Boca Raton, Fla.-based SMC Entertainment Inc. -- http://www.smceinc.com/-- is a versatile holding company focused on acquisition and support of proven commercialized financial services and technology (Fintech) companies. SMC's multi-discipline growth by acquisition approach is to enhance revenues and shareholder equity. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since March 2022, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company suffered an accumulated deficit of $17,560,687, net loss of $1,560,683 and a negative working capital of $3,393,255. These matters raise substantial doubt about the Company's ability to continue as a going concern. SNEAD AND SONS: Paula Beran Named Subchapter V Trustee ------------------------------------------------------ The Acting U.S. Trustee for Region 4 appointed Paula Beran, Esq., at Tavenner & Beran, PLC as Subchapter V trustee for Snead and Sons Trucking, LLC. Ms. Beran will be paid an hourly fee of $480 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Beran declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Paula S. Beran, Esq. Tavenner & Beran, PLC 20 North 8th Street Richmond, Virginia 23219 Phone: (804) 783-8300 Email: Beran@TB-LawFirm.com About Snead and Sons Trucking Snead and Sons Trucking, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 24-32119) on June 5, 2024, with $100,001 to $500,000 in both assets and liabilities. James E. Kane, Esq., at Kane & Papa, PC represents the Debtor as legal counsel. SOS HYDRATION: Nathan Smith Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 17 appointed Nathan Smith, Esq., as Subchapter V trustee for SOS Hydration Inc. Mr. Smith, a partner at Malcolm & Cisneros, will be paid an hourly fee of $550 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Smith declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nathan F. Smith, Esq. Malcolm & Cisneros 2112 Business Center Drive Irvine, CA 92612 Phone: (949) 252-9400 Email: nathan@mclaw.org About SOS Hydration SOS Hydration Inc. is a company based in Maricopa, Ariz., which specializes in providing electrolyte-enhanced products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-12774) on May 31, 2024. In the petition signed by its chief executive officer, James Mayo, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Mike K. Nakagawa oversees the case. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, represents the Debtor as legal counsel. SPECTRUM GROUP: S&P Lowers Issuer Credit Rating to 'D' ------------------------------------------------------ S&P Global Ratings lowered its rating on Spectrum Group Buyer, Inc. d/b/a Pixelle Specialty Solutions LLC to 'D' from 'CCC' and revised its issue-level ratings on its senior secured facilities to 'D'. S&P's view the company's conversion of its existing cash interest term loan to PIK-toggle as equivalent to a default. Pixelle amended its senior secured credit agreement to include the conversion of its $507 million cash interest term loan to a part-cash, part-PIK interest term loan, starting April 2024 and applicable to any interest payment date prior to April 2025. As part of the transaction, owner H.I.G. Capital LLC provided a $35 million equity contribution and a $10 million unsecured term note to provide additional liquidity to the company. Consenting term lenders and revolving credit facility (RCF) lenders also received a consent fee on a pro rata basis--0.50% of the aggregate outstanding principal amount of the initial term loan and aggregate outstanding principal amount of the RCF, respectively. S&P said, "We consider this transaction to be a distressed restructuring of both the company's revolver and term loan debt, which--together--represent nearly all of its outstanding debt. As such, we treat the transaction as a general default." Lenders temporarily suspended their rights to enforcing the RCF's springing leverage covenant. The springing covenant on the RCF, which goes into effect once the facility is 35% drawn, is temporarily suspended for eight quarters as part of the deal, starting March 2024 and ending December 2025. This covenant would have tested for a maximum debt leverage of 5.5x, absent this transaction. S&P said, "We will soon reassess our issuer credit rating and issue-level ratings to reflect Pixelle's new capital structure. Our analysis will incorporate the equity contribution, as well as the benefits from the PIK interest payments. We expect interest expense will be less onerous on cash flow and liquidity over the near term. Our analysis will also incorporate our views on operating trends over the next year, and the sustainability of the new capital structure." STONE MASTERS: Kevin O'Rourke Named Subchapter V Trustee -------------------------------------------------------- The Acting U.S. Trustee for Region 18 appointed Kevin O'Rourke as Subchapter V trustee for Stone Masters, Inc. Mr. O'Rourke 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. O'Rourke declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Kevin O'Rourke W. 421 Riverside Ave., Ste. 960 Spokane, WA 99201 Phone: 509-624-0159 Email: Kevin@SouthwellOrourke.com About Stone Masters Inc. Stone Masters Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wash. Case No. 24-00904) on June 4, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Frederick P. Corbit presides over the case. Metiner G. Kimel, Esq., at Kimel Law Offices represents the Debtor as bankruptcy counsel. SVB FINANCIAL: Amends Senior Note & Subordinated Note Claims ------------------------------------------------------------ SVB Financial Group submitted a Further Revised Disclosure Statement describing Second Amended Plan dated May 30, 2024. The Plan provides for the formation of a liquidating trust (the "Liquidating Trust"), to which the Debtor will contribute certain assets, including but not limited to certain claims, causes of action, investment securities, limited partnership interests and cash, as agreed upon by the Debtor, the UCC and the Required Ad Hoc Senior Noteholder Parties under the terms of the Plan and Restructuring Support Agreement (the "RSA"). In addition, on or after the Effective Date, the Debtor or the Liquidating Trust, as applicable, will distribute Cash in accordance with the Plan in connection with (i) the GUC Cash-Out, (ii) distributions to Holders of Senior Note Claims and Subordinated Note Claims in order to pay Senior Note Trustee Expenses and Subordinated Note Trustee Expenses consistent with their treatment provided under Sections 4.2.3 and 4.2.5 of the Plan, respectively, and (iii) the Cash distributions to be made to certain holders in lieu of NewCo Common Stock distributions. Class 3(a) consists of Senior Note Claims. Each Holder of an Allowed Senior Note Claim will receive (a)(i) if and solely to the extent such Holder is a Qualified Holder, its Pro Rata Share of the Funded Debt Share of the NewCo Common Stock subject to dilution by any NewCo Transaction or (ii) if and solely to the extent such Holder is a Non-Qualified Holder, Cash in an amount equal to the value of the NewCo Common Stock it would be entitled to receive if it and all holders of Senior Notes Claims and Other General Unsecured Claims were Qualified Holders, (b) its Pro Rata share of the Class A-1 Trust Units and (c) Cash in an amount equal to the Senior Note Trustee Expenses that will be satisfied through application of the Senior Notes Indenture Trustee's charging lien included in the applicable Indenture. Class 4 consists of Subordinated Note Claims. Except to the extent that a Holder of an Allowed Subordinated Note Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release and discharge of and in exchange for its Allowed Subordinated Note Claim, each Holder of an Allowed Subordinated Note Claim will receive (a) its Pro Rata share of the Class A-3 Trust Units in an aggregate amount equal to such Holder's Allowed Subordinated Note Claim and (b) Cash in an amount equal to the Subordinated Note Trustee Expenses that will be satisfied through application of the Subordinated Note Indenture Trustees' charging liens included in the applicable Indentures. Cash payments or cash distributions to be made hereunder on the Effective Date will be funded from the existing Cash of the Debtor and the Cash proceeds of a NewCo Transaction, as applicable. A full-text copy of the Further Revised Disclosure Statement dated May 30, 2024 is available at https://urlcurt.com/u?l=zzpr2u from Kroll Restructuring Administration, LLC, claims agent. Counsel to the Debtor: James L. Bromley, Esq. Andrew G. Dietderich, Esq. Christian P. Jensen, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004-2498 Tel: (212) 558-4000 Fax: (212) 558-3588 About SVB Financial Group SVB Financial Group is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co. LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. TAKEOFF TECHNOLOGIES: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Takeoff Technologies, Inc. and its affiliates. The committee members are: 1. KNAPP, Inc. Attn: Josef Mentzer 2124 Barrett Park Drive, Suite 100 Kennesaw, GA 30144 Phone: 678-388-2880 Email: josef.mentzer@knapp.com 2. Hy-Vee, Inc. Attn: Andrea Smook 5820 Westown Parkway West Des Moines, IA 50266 Phone: 515-267-7771 Fax: 515-327-2162 Email: asmook@hy-vee.com 3. Peach Labs, Inc. Attn: Amelia Bledsoe 108 S. Jackson Street, Suite #300 Seattle, WA 98104 Phone: 206-424-7554 Email: amelia@peachd.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 Takeoff Technologies Founded in 2016 by a group of former grocery executives, Takeoff Technologies, Inc. and its affiliates operate one of the leading eGrocery, micro-fulfillment solution companies in the world. The Debtors' business model centers around the sale, subsequent maintenance, and support of the equipment and software needed to operate micro-fulfillment centers -- i.e. small, automated, robotic warehouses called micro-fulfillment centers, either placed in grocery stores or near the end-shoppers. The Debtors filed Chapter 11 petition (Bankr. D. Del. Case No. 24-11106) on May 30, 2024. At the time of the filing, Takeoff Technologies reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP as lead bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; Huron Transaction Advisory, LLC as investment banker; and Huron Consulting Services, LLC as financial and restructuring advisor. John C. Didonato and Brett M. Anderson of Huron Consulting Services serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. TARGET HOSPITALITY: S&P Places 'B+' ICR on CreditWatch Negative --------------------------------------------------------------- S&P Global Ratings placed its 'B+' ratings on specialty rental and hospitality provider Target Hospitality Corp. on CreditWatch with negative implications. S&P intends to resolve the CreditWatch once it has more information on the implication for operational performance. S&P said, "The CreditWatch placement reflects our view that the contract termination will result in a decline in operating performance. Target intends to provide financial updates given the effect of the termination in the coming weeks. This event also contributes to refinancing risk because Target's senior secured notes mature on June 15, 2025. We believe Target has a sufficient cash balance to pay off these notes before maturity. "The CreditWatch Negative placement reflects the potential for us to lower ratings on Target Hospitality after we gain a better understanding of how this service agreement termination will affect key credit metric considerations including EBITDA and leverage, and how it will affect other similar contracts going forward. We believe pro forma the loss of this contract could increase leverage, though we believe the company has some cushion to absorb modest amount of EBITDA decline. We expect to resolve the CreditWatch upon further understanding of the implications of this contract termination when the company publishes an operational and financial update prior to the end of the month." TEAM SERVICES: Moody's Rates Proposed First Lien Bank Loans 'B3' ---------------------------------------------------------------- Moody's Ratings affirmed the ratings of TEAM Services Group, LLC, including its B3 Corporate Family Rating and B3-PD Probability of Default Rating. Concurrently, Moody's assigned a B3 rating to TEAM's proposed backed senior secured first lien bank credit facility, comprised of a $160 million backed senior secured first lien revolving credit facility expiring in 2029, $1.17 billion backed senior secured first lien term loan due in 2031, and $200 million backed senior secured first lien delayed draw term loan also due in 2031. The outlook remains stable. Moody's did not take rating actions on any of the existing senior secured first lien credit facilities, currently rated B2, or the existing senior secured second lien term loan, rated Caa2. Proceeds from the new $1.17 billion term loan will be used to fully repay TEAM's existing $705 million first lien term loan and $125 million second lien term loan, fund a $238 million acquisition and $64 million of pending tuck-in acquisitions, and pay related fees and expenses. Upon close of the transaction, Moody's will withdraw the B2 rating on the existing senior secured first lien bank credit facility and Caa2 rating on the existing senior secured second lien term loan concurrent with the associated repayment of TEAM's existing debt obligations. The affirmation of TEAM's ratings reflects the extension of maturities of the company's debt. The rating affirmation also reflects Moody's view that TEAM's financial leverage pro forma for this transaction will remain high. The refinancing transaction will increase pro forma gross debt-to-EBITDA to 6.8 times from 6.4 times on a Moody's adjusted basis. Despite the increase in financial leverage, the company's operating performance has been good with double-digit growth in both revenue and EBITDA. Moody's expects earnings growth to continue, such that leverage will improve to approximately 6 times over the next 12 to 18 months. RATINGS RATIONALE TEAM's B3 CFR reflects Moody's expectation that the company will continue to operate with high adjusted debt/EBITDA over the next 12 to 18 months. Pro forma for the refinancing transaction and contemplated acquisitions, Moody's estimates that TEAM's adjusted debt/EBITDA is approximately 6.8 times based for the LTM period ending March 31, 2024. Further, the rating is constrained by the company's moderate, but improving scale and geographic concentration with three states – New York, California, and Missouri - representing just under 50% of pro forma revenue. The rating also reflects Moody's expectation that TEAM will operate with aggressive financial policies, demonstrated by its continued pursuit of additional debt-funded tuck-in acquisitions using cash on hand and proceeds raised from the new delayed draw term loan. The B3 CFR is supported by the company's diversification by services and payors. Despite having a large exposure to Medicaid reimbursement, TEAM benefits from insulation given the state-by-state nature of reimbursement changes. The rating is supported by growing demand for home-based long-term care, the preference of the BYOC (bring your own caregiver) model especially during periods with caregiver labor shortages, and long-term contractual relationships. Moody's expects the company to maintain good liquidity over the next 12 months given that it will have access to a new undrawn $160 million revolving credit facility and generate modestly positive free cash flow. Liquidity is also supported by the company's good cash balance as well as significant flexibility within the credit agreement, including the absence of financial maintenance covenants in the term loans. The B3 rating of TEAM's new senior secured first lien bank credit facility, comprised of a $160 million revolving credit facility, $1.17 billion term loan, and $200 million delayed draw term loan, is the same as the B3 CFR. This reflects the first lien secured bank credit facility representing the preponderance of debt within the company's capital structure. The outlook is stable. Moody's expects that TEAM's financial leverage will remain high, with debt/EBITDA in the low 6 times range based on Moody's adjustments over the next 12 to 18 months. In addition, Moody's expects that the company will continue to remain highly acquisitive. 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 $220.6 million and 100% of consolidated EBITDA, plus unlimited amounts subject to the greater of 5.50x first lien net leverage ratio or leverage neutral incurrence. There is an inside maturity sublimit up to $220.6 million and 100% of consolidated EBITDA. The credit agreement is expected to include "Chewy" and "J. Crew" protections. ESG CONSIDERATIONS TEAM Services' ESG credit impact score is CIS-4, indicating the rating is lower than it would have been if ESG risk exposures did not exist. This reflects the company's high risk exposure to social risk considerations (S-4) and high risk exposure to governance considerations (G-4). With respect to social considerations, the company is exposed to customer relations, demographic and societal trends, and responsible production risks. The company relies heavily on Medicaid, which exposes it to reimbursement changes stemming from state budgetary pressures. The company offers home care services for seniors and people with disabilities, which represents an advocated group with legislative, political, media, and regulatory focus. Exposure to governance considerations reflects the company's high financial leverage and propensity for debt-funded acquisitions under private equity ownership. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if TEAM's revenue or profitability weakens or the company fails to effectively manage its rapid growth. A downgrade could also occur with negative changes to Medicaid reimbursement rates or if the company's financial policies become more aggressive. The ratings could also be downgraded if liquidity erodes. The ratings could be upgraded if TEAM continues to successfully execute its acquisition growth strategy leading to improved scale, generates a track record of consistent positive free cash flow, and debt/EBITDA is sustained below 6.0 times. TEAM Services Group is a leading provider of employment administration and risk management solutions that facilitate self-directed home care for seniors and people with long-term disabilities. TEAM is owned by a continuation fund managed by private equity firm Alpine Investors. TEAM generated approximately $1 billion in net contract revenues for the last twelve month period ending March 31, 2024. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. TEXAS REIT: Property Sale Proceeds to Fund Plan Payments -------------------------------------------------------- Texas REIT, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas a Disclosure Statement for Plan of Reorganization. The Debtor is a Texas limited liability company which owns real property in Houston, Texas. The Debtor is owned by Ali Choudhri. Mr. Choudhri is an entrepreneur from Houston, Texas. The Debtor acquired real property located at 8050 and 8098 Westheimer from Westheimer Old Farm I Limited Partnership on June 3, 2008. The property was appraised by MB Lane & Associates as of May 11, 2024 in the amount of $18,615,000 as is. This property consists of a strip center and a vacant outbuilding which was previously occupied by a CVS pharmacy. The Debtor proposes to continue operating its property while it sells its two tracts. One sale is pending subject to higher and better offers. The sales proceeds will be held until such time as an order which cannot be further appealed is entered in the appeal of the state court action. The pro forma assumes that the Effective Date of the Plan is in September 2024. It assumes that professional fees incurred by the Debtor will be $75,000, that the Plan Trustee will charge approximately $2,500.00 per month and that the Plan Trustee will hire a third party management company which will charge a fee equal to 5% of rents collected. Actual expenses may be different. The pro forma does not include sales proceeds. The Debtor owns real property located at 8050 and 8098 Westheimer. The property has been appraised. MB Lane & Associates as of May 11, 2024 in the amount of $18,615,000 as is. The Harris County Appraisal District has valued the tract at 8050 Westheimer at $6,868,038 and the tract at 8098 Westheimer at $4,305,041 The Debtor received an offer to sell the 8098 Westheimer tract for $4.6 million and has now received a potential offer brought by Greenberg & Company, a broker, for a higher amount. Class 6 shall consist of Allowed Claims of Unsecured Creditors. The Debtor is aware of the following claims in Class 6: Affordable Dumpster Rentals ($275.00); AGAPE ($280.00); Akin Gump ($182.00); Clark Hill, PC ($2,447.73); Competition Roofing ($4,708.25) (per POC); Drew Dennett (Unknown); IPFS Corporation ($6,372.19); Jetall Companies ($2,347,887.79); Nationwide Security ($$47,548.81); Steadfast 829 Holdings (Unknown); US Insurance Funding ($3,449.50); Wrinkle, Gardner & Company ($41,575.00). Upon payment of the creditors in Classes 1-5, the Plan Trustee shall pay the remaining assets of the estate to the Class 6 creditors to the extent of their Allowed Claims. The Class 6 claims shall not be entitled to post-petition interest. Class 6 is impaired. Class 7 shall consist of the Equity Interests of the Debtor. The Class 7 Equity Interests shall be retained. The plan proposes to sell the Debtor's real property and distribute the funds to the parties determined to be entitled to receive such proceeds. The feasibility of the Plan depends on the ability of the Plan Trustee to sell the real property. The Debtor believes that the property is in a desirable area and should be able to sell for a fair price. A full-text copy of the Disclosure Statement dated May 30, 2024 is available at https://urlcurt.com/u?l=HCCgnZ from PacerMonitor.com at no charge. Attorneys for the Debtor: 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 Texas REIT LLC Texas REIT, LLC owns a strip center in Houston, Texas located at 8050-8098 Westheimer. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10120) on February 6, 2024. In the petition signed by Drew Dennett, authorized representative, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Shad Robinson oversees the case. Stephen W Sather, Esq., at Barron & Newburger, PC, represents the Debtor as legal counsel. URBAN ONE: Enters 7th Waiver and Amendment to Credit Agreement -------------------------------------------------------------- Urban One, Inc. disclosed in a Form 8-K Report that on May 30, 2024, that it entered into a seventh waiver and amendment to the Credit Agreement dated as of February 19, 2021, with its subsidiaries guarantors, Bank of America, N.A. as administrative agent, and the lenders party thereto. The Seventh Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company's failure to timely deliver both the Annual Financial Deliverables for the period ended December 31, 2023 and Quarterly Financial Deliverables for the quarter ended March 31, 2024 as required under the Current ABL Facility. About Urban One Urban One, Inc., formerly known as Radio One, Inc., headquartered in Silver Spring, Md., is an urban-oriented multimedia company that operates or owns interests in radio broadcasting stations (32% of revenue as of LTM Q4 2022) generated by 66 stations in 13 markets, cable television networks (43% of revenue), an 80% ownership in Reach Media (9% of revenue), and ownership of Interactive One, its digital platform, as well as other internet-based properties (16% of revenue), largely targeting an African-American and urban audience. The Chairperson, Catherine L. Hughes, and President, Alfred C. Liggins III (Chairperson's son), maintain voting control and hold a significant ownership position. The company reported consolidated revenue of $485 million as of LTM Q4, 2022. As of September 30, 2023, Urban One had $1.19 billion in total assets, $891.52 million in total liabilities, $21.82 million in redeemable noncontrolling interests and $278.71 million in total stockholders' equity. * * * Moody's Investors Service affirmed Urban One, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 senior secured notes rating. The speculative grade liquidity rating was upgraded to SGL-1 from SGL-2 reflecting very good liquidity. The outlook was changed to stable from positive. The affirmation of the CFR and stable outlook reflect Urban One's relatively high pro forma leverage (4.9x as of Q4 2022 pro forma for sale of the company's minority ownership position in MGM National Harbor, LLC (National Harbor) and including Moody's standard adjustments) as well as Moody's expectations that operating performance will decline in 2023 due to lower political advertising revenue in a non-election year and from lower cable TV revenue. Cable TV was a source of strength during the pandemic but is likely to be pressured from lower ratings and a decline in subscribers as consumers continue to migrate to streaming services from cable TV. Social considerations were a key driver of the rating action, as Moody's expects the negative secular pressures in the cable TV division to increase as media consumption continues to migrate to streaming services. US ANESTHESIA: $350MM Bank Debt Trades at 16% Discount ------------------------------------------------------ Participations in a syndicated loan under which US Anesthesia Partners Inc is a borrower were trading in the secondary market around 83.6 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $350 million Term loan facility is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. USAP is a provider of anesthesia care across the nation, partnering with physician groups, surgeons, facilities, payers and employers. VERIFONE SYSTEMS: $2.18BB Bank Debt Trades at 17% Discount ---------------------------------------------------------- Participations in a syndicated loan under which VeriFone Systems Inc is a borrower were trading in the secondary market around 82.7 cents-on-the-dollar during the week ended Friday, June 14, 2024, according to Bloomberg's Evaluated Pricing service data. The $2.18 billion Term loan facility is scheduled to mature on August 20, 2025. The amount is fully drawn and outstanding. VeriFone Systems, Inc. -- http://www.verifone.com/-- is the global leader in secure electronic payment solutions. VeriFone provides expertise, solutions and services that add value to the point of sale with merchant-operated, consumer-facing and self- service payment systems for the financial, retail, hospitality, petroleum, government and healthcare vertical markets. VeriFone solutions are designed to meet the needs of merchants, processors and acquirers in developed and emerging economies worldwide. VINTAGE WINE: Raghav Nath Bahl, 2 Others Hold 5.03% Equity Stake ---------------------------------------------------------------- Raghav Nath Bahl, Ritu Kapur and Vidur Bahl disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of May 28, 2024, they beneficially owned 3,154,000 shares of Vintage Wine Estates, Inc.'s common stock, representing, 5.03% of the shares outstanding. Individual Shares owned by Reporting persons: (a) Raghav Nath Bahl: -- 1,130,000, 1.8% of shares outstanding (b) Ritu Kapur: -- 1,050,000, 1.7% of shares outstanding (c) Vidur Bahl -- 974,000, 1.6 % of shares outstanding A full-text copy of Raghav Bahl's report is available at: https://www.sec.gov/Archives/edgar/data/1834045/000201160324000001/xslSCHEDULE_13G_X01/primary_doc.xml About Vintage Wine Estates Vintage Wine Estates, Inc. (NASDAQ: VWE) produces and sells wines and craft spirits in the United States, Canada, and internationally. The company offers its products under the Layer Cake, Cameron Hughes, Clos Pegase, B.R. Cohn, Firesteed, Bar Dog, Kunde, Cherry Pie, and others. It also owns and operates hospitality facilities; and provides bottling, fulfillment, and storage services to other companies on a contract basis. The company was founded in 2019 and is headquartered in Incline Village, Nevada. As of March 31, 2024, the Company had $478.63 million in total assets, $393.47 million in total liabilities, and $84.92 million in total stockholders' equity. As of December 31, 2023, the Company had $502.5 million in total assets and $391.6 million in total liabilities. The Company cautioned in its Form 10-Q Report for the quarterly period ended March 31, 2024 that substantial doubt exists about its ability to continue as a going concern. The Company has seen its cash usage to fund operations increase. In the past, the Company has been able to fund operating cash flow needs by using its line of credit. Due to the events of the default, the Company's ability to access its line of credit is currently limited. If the Company is unable to cure the events of default or receive additional capital from its Lenders or third parties, the Company may not be able to fund its operations and will be forced to seek bankruptcy protection. Whether additional amendments or waivers to the Second A&R Loan and Security Agreement or extensions of the Forbearance Period are obtained is not within the Company's control, and there can be no assurances that its Lenders and Agent will not accelerate the maturity of the debt. If acceleration occurs, the Company does not have sufficient cash to repay the outstanding debt and would likely be forced to seek bankruptcy protection. As a result of these uncertainties, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern. VIVAKOR INC: Agrees to Amend CFO's Executive Employment Contract ---------------------------------------------------------------- Vivakor Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on June 13, 2024, that beginning on June 8, 2024, the Company and Tyler Nelson, its chief financial officer, entered into a series of amendments to executive employment agreement effecting the extension of the expiration date of the Original Agreement until June 13, 2024. As previously disclosed, on June 9, 2022, Vivakor entered into an the Original Agreement with Mr. Nelson for a term of two years, and, on Jan. 16, 2023, Mr. Nelson was appointed as member of the Company's Board of Directors. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc., is a socially responsible operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions. Currently, the Company's efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated soil remediation services. Houston, Texas-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. VPR LLC: Seeks Interim Cash Collateral Access --------------------------------------------- VPR, LLC asks the U.S. Bankruptcy Court for the Western District of Virginia for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund the administrative expenses that it will incur in the bankruptcy case, including the payment of professionals and other expenses arising in and relating to the bankruptcy case. The Debtor's prepetition financial problems were the result of significant growth of the company without sufficient oversight of job costing, budgeting and other financial controls which ultimately resulted in the incurrence of significant debt that the Debtor has been unable to service. Certain of the Debtor's debt was in the form of "merchant cash advances" and other extraordinarily expensive debt. Although the Debtor has improved the financial management of its operations, it has been unable to work through and resolve the overwhelming debt it faces. First Bank, the U.S. Small Business Administration, and National Funding, Inc. each extended credit to the Debtor and secured its respective notes through security agreements wherein they asserted blanket liens on certain of the Debtor's Personal Property Collateral. Vox Funding, LLC provided funds to the Debtor through a purported "merchant cash advance" whereby funds are provided, based on a volume or percentage of anticipated accounts receivable, rather than assigning (or factoring) actual accounts receivable. The Debtor proposes that the Lenders receive a continuing interest in and lien on all collateral of Debtor of the same type and nature (and to the same extent) that exists as of the Petition Date with the same validity (or invalidity) and priority as exists as of the Petition Date, including income and proceeds thereof. The Replacement Liens will be perfected, enforceable, choate, and effective without the necessity of the Lenders taking any other action, including the filing of any additional security documents with respect thereto. The Debtor proposes that the Replacement Liens will be granted only to secure an amount equal to the actual amount of cash collateral used by the Debtor. In addition, the Debtor will make monthly interest only payments at the contract rate for the loans with First Bank which appears to have a first position security interest in the cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=GD9UtT from PacerMonitor.com. About VPR LLC VPR LLC is a locally owned and operated roofing company specializing in replacing, and installing various types of roofs using Certified and Licensed Labor. Roofing options include but are not limited to, Standing Seam Metal, Shingles, Copper, Synthetic Slate, Natural Slate, Cedar Shakes, Gutter and EPDM/TPO. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 24-50315) on June 10, 2024. In the petition signed by Joseph A. Eshelman, manager, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. David Cox, Esq., at COX LAW GROUP, represents the Debtor as legal counsel. WORKHORSE GROUP: Will Effect 1-for-20 Reverse Stock Split --------------------------------------------------------- Workhorse Group Inc. announced June 13, 2024, that it will effect a 1-for-20 reverse stock split of its common stock, par value $0.001 per share. The common stock will continue to be traded on Nasdaq under the symbol "WKHS" and will begin trading on a reverse split-adjusted basis when the market opens on June 17, 2024. At the Company's 2024 Annual Meeting of Stockholders on May 14, 2024, the Company's stockholders approved the proposal to authorize a reverse stock split of Workhorse's common stock by a ratio of any whole number between 1-for-10 and 1-for-20, at any time prior to Aug. 30, 2024, to be determined at the discretion of the Board of Directors. The reverse stock split is intended to increase the market price of Workhorse's common stock to regain compliance with the minimum bid price requirement for continued listing on Nasdaq, but there can be no assurance that the reverse split will have such effect. Workhorse has until Sept. 16, 2024 to comply with this requirement and must see a closing bid price of its common stock of at least $1.00 per share for a minimum of ten consecutive trading days by this date. As a result of the reverse stock split, every 20 shares of the Company's common stock will automatically be combined into one share of common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage ownership interest in the Company's equity, except for immaterial adjustments that may result from the treatment of fractional shares as described below. No fractional shares will be issued in connection with the reverse stock split, and fractional shares resulting from the reverse split will be rounded up to the nearest whole share. The reverse stock split will occur automatically on the effective date of June 17, 2024, without any additional action on the part of our stockholders. Empire Stock Transfer Inc. is acting as the exchange agent for the reverse stock split and will send stockholders a transaction statement indicating the number of shares of common stock that stockholders hold after the reverse stock split. Stockholders owning shares via a broker, bank, trust, or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker's particular processes, and will not be required to take any action in connection with the reverse stock split. About Workhorse Group Workhorse Group Inc. -- http://www.workhorse.com/-- is a technology company focused on providing electric vehicles to the last-mile delivery sector. As an American original equipment manufacturer, the Company designs and builds high performance, battery-electric trucks. Workhorse also develops cloud-based, real-time telematics performance monitoring systems that are fully integrated with its vehicles and enable fleet operators to optimize energy and route efficiency. All Workhorse vehicles are designed to make the movement of people and goods more efficient and less harmful to the environment. Cincinnati, Ohio-based Grant Thornton LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 12, 2024, citing that the Company incurred a net loss of $123.9 million and used $123.0 million of cash in operating activities during the year ended Dec. 31, 2023, and as of that date, the Company had total working capital of $40.5 million, including $25.8 million of cash and cash equivalents, and an accumulated deficit of $751.6 million. These conditions, along with the other matters, raise substantial doubt about the Company's ability to continue as a going concern. XD INDUSTRIES: Has Deal on Cash Collateral Access ------------------------------------------------- XD Industries, Inc. and the U.S. Small Business Administration advised the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. Pre-petition, on June 12, 2020, the Debtor executed a U.S. Small Business Administration Note, pursuant to which the Debtor obtained a COVID Economic Injury Disaster Loan in the amount of $150,000. On December 29, 2021, the outstanding principal was increased by $45,000 to $195,000. On February 17, 2022, the principal was increased by an additional $205,000, for a total, current outstanding principal of $400,000. The SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. The monthly payments under the Loan are $1,943. The Debtor defaulted on the monthly payments before the Petition Date, and the SBA accelerated the balance. As evidenced by a Security Agreement executed on June 12, 2020, subsequent Amended Security Agreements, and a valid UCC-1 filing on June 28, 2020, as Filing Number 207797986954, the SBA has a security interest in the following collateral. The SBA consents to the Debtor's interim use of cash collateral, existing on the Petition Date or collected thereafter, through and including August 30, 2024. This consent is retroactive to March 31, 2024. All rights and protections granted to the SBA under the First Stipulation and the Approval Order remain in effect. The Debtor will continue remitting adequate protection payments to the SBA of $1,943 per month, on the first of each month, and continuing until the end of the term of the Stipulation, further order of the Court regarding interim and/or final use of cash collateral, or the entry of an order confirming the Debtor's plan of reorganization, whichever occurs earlier. A copy of the stipulation is available at https://urlcurt.com/u?l=zKgCP3 from PacerMonitor.com. About XD Industries XD Industries, Inc., a company in Lake Forest, Calif., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12656) on December 14, 2023, with $129,260 in assets and $1,685,898 in liabilities. Alexander Mutuc, president, signed the petition. Judge Theodor Albert oversees the case. Jeremy Rothstein, Esq., at G&BE Law, LLP represents the Debtor as bankruptcy counsel. YZ ENTERPRISE: Patricia Fugee Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Patricia Fugee of FisherBroyles, LLP as Subchapter V trustee for YZ Enterprise, Inc. Ms. Fugee will be paid an hourly fee of $365 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Fugee declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Patricia B. Fugee FisherBroyles, LLP 27100 Oakmead Drive #306 Perrysburg, OH 43551 Phone: (419) 874-6859 Email: Patricia.Fugee@FisherBroyles.com About YZ Enterprise YZ Enterprise, Inc. is a food manufacturer in Maumee, Ohio, specializing in bites, cookies, and toastees. YZ Enterprise filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-31033). The Debtor reported assets of $500,000 to $1 million and liabilities of $1 million to $10 million. Judge John P. Gustafson handles the case. The Debtor is represented by Eric R. Neuman, Esq., an attorney in Maumee, Ohio. ZYDECO BREW: Wins $88,545 DIP Loan from Tapper Ventures ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Zydeco Brew Werks of Ybor City, LLC to use cash collateral and obtain postpetition financing, on a final basis. The Debtor is permitted to receive $88,575 in new advances under the DIP Loan from Tapper Ventures, Inc. The DIP Loan is in the maximum principal amount of up to $150,000. The non-default rate of interest for the DIP Loan will be 7.5% per annum, to be computed on a 30-day month and a 360-day year, on the unpaid principal balance outstanding from time to time and any and all other sums which may be owing to the DIP Lender by the Debtor. Pursuant to 11 U.S.C. section 364(d), the DIP Lender will be granted a first lien on all unencumbered assets, and a senior lien, pari passu to the Bon Eau Liens, on all assets encumbered by valid, pre-petition liens, and junior liens on any equipment subject to valid and perfected purchase money security interests. The DIP Lender will not be entitled to a lien on Avoidance Actions. The DIP Liens granted will be enforceable against the Debtor and will be deemed properly perfected without the need to record additional documents in the public records. As additional assurance that the DIP Loan will be repaid, the DIP Lender will be granted and allowed a superpriority administrative expense claim in accordance with sections 364(c)(1) of the Bankruptcy Code having priority and right of payment over any and all other obligations, liabilities, and indebtedness of the Debtors. The Carve-Out means (i) fees required to be paid to the Clerk of the Court; (ii) quarterly fees required to be paid to the United States Trustee; and (in) unpaid and allowed fees and expenses of the Debtor's professionals. The Debtor's primary secured obligation is to Tapper Ventures, which made a loan to the Debtor in the amount of $100,000 on January 9, 2024, secured by all of the Debtor's assets and evidenced by the Promissory Note dated January 9, 2024 in the original principal amount of $100,000 made by the Debtor in favor of the Secured Creditor and secured by the Security Agreement dated January 9, 2024 by and between the Debtor and the Secured Creditor. This loan was used to fund Chapter 11 filing expenses and to provide liquidity for the Debtor to meet initial expenses. On the Petition Date, the Secured Creditor extended $52,000 to the Debtor. Additionally, U.S. Foods, Inc. has a UCC-1 financing statement filed against the Debtor, which references a lien on all of the Debtor's assets. However, the Debtor does not believe it owes any money to US Foods as of the Petition Date and does not believe that US Foods is secured by any cash collateral. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including any required monthly payments to the Subchapter V Trustee; (b) the current and necessary expenses set forth in the Budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by the Secured Creditor. Each creditor with a security interest in cash collateral will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under applicable loan and security documents. A copy of the order is available at https://urlcurt.com/u?l=v3c1Uu from PacerMonitor.com. About Zydeco Brew Werks of Ybor City, LLC Zydeco Brew Werks of Ybor City, LLC operates an brewery and restaurant in Ybot City, Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00130) on January 11, 2024. In the petition signed by James P. Pepin, manager, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Roberta A Colton oversees the case. Harley E. Riedel, Esq., at STICHTER, RIEDEL, BLAIN & POSTLER, P.A., represents the Debtor as legal counsel. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 99 ACQUISITION G NNAGU US 78.5 (2.9) (0.9) ABEONA THERAPEUT ABEO US 74.8 (8.9) 54.8 AEMETIS INC AMTX US 242.2 (232.1) (85.0) AGENUS INC AGEN US 256.6 (190.3) (195.7) ALCHEMY INVESTME ALCYU US 122.6 (5.5) (0.5) ALCHEMY INVESTME ALCY US 122.6 (5.5) (0.5) ALNYLAM PHARMACE ALNY US 3,824.4 (219.3) 2,046.9 ALTRIA GROUP INC MO US 36,475.0 (5,064.0) (5,737.0) AMC ENTERTAINMEN AMC US 8,538.7 (2,031.0) (590.0) AMERICAN AIRLINE AAL US 64,384.0 (5,500.0) (10,451.0) AMNEAL PHARM INC AMRX US 3,456.4 (16.6) 545.7 AON PLC-CLASS A AON US 40,767.0 (28.0) 6,786.0 APPIAN CORP-A APPN US 595.4 (9.7) 96.0 AULT DISRUPTIVE ADRT/U U 1.0 (5.0) (2.4) AUTOZONE INC AZO US 17,108.4 (4,838.2) (1,903.1) AVIS BUDGET GROU CAR US 33,528.0 (508.0) (741.0) BATH & BODY WORK BBWI US 5,221.0 (1,676.0) 696.0 BAUSCH HEALTH CO BHC US 26,913.0 (174.0) 991.0 BAUSCH HEALTH CO BHC CN 26,913.0 (174.0) 991.0 BELLRING BRANDS BRBR US 765.0 (247.7) 340.2 BEYOND MEAT INC BYND US 735.0 (561.4) 257.7 BIOCRYST PHARM BCRX US 467.9 (476.9) 327.2 BIOHARVEST SCIEN BHSC CN 17.5 (4.3) (7.8) BIOTE CORP-A BTMD US 160.1 (44.9) 90.3 BOEING CO/THE BA US 134,484.0 (17,016) 13,274.0 BOMBARDIER INC-A BBD/A CN 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-A BDRAF US 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-B BBD/B CN 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-B BDRBF US 12,822.0 (2,154.0) 184.0 BOOKING HOLDINGS BKNG US 27,728.0 (4,052.0) 3,644.0 BRIDGEBIO PHARMA BBIO US 849.3 (1,036.9) 641.9 BRIDGEMARQ REAL BRE CN 181.1 (62.3) (86.2) BRIGHTSPHERE INV BSIG US 544.9 (10.2) - BRINKER INTL EAT US 2,495.7 (46.7) (408.2) CALUMET SPECIALT CLMT US 2,731.6 (284.1) (12.7) CARDINAL HEALTH CAH US 45,880.0 (3,262.0) (572.0) CARTESIAN THERAP RNAC US 325.2 (116.8) 74.5 CARVANA CO CVNA US 6,983.0 (311.0) 1,958.0 CEDAR FAIR LP FUN US 2,264.3 (730.9) (234.1) CHENIERE ENERGY CQP US 17,497.0 (822.0) (1,845.0) CHILDREN'S PLACE PLCE US 848.3 (34.9) (63.6) COMMUNITY HEALTH CYH US 14,417.0 (878.0) 1,039.0 COMPOSECURE IN-A CMPO US 213.6 (197.4) 108.4 CONSENSUS CLOUD CCSI US 620.8 (151.8) 24.5 CONTANGO ORE INC CTGO US 66.2 (34.0) (23.7) CONX CORP CONXU US 22.5 (15.7) (5.0) CONX CORP-A SHRS CNXX US 22.5 (15.7) (5.0) COOPER-STANDARD CPS US 1,844.4 (123.8) 233.5 CORE SCIENTIFIC CORZ US 814.0 (318.5) 5.2 CORNER GROWTH AC COOLU US 3.8 (11.5) (5.0) CORNER GROWTH AC COOL US 3.8 (11.5) (5.0) CPI CARD GROUP I PMTS US 319.8 (48.5) 106.9 CROSSAMERICA PAR CAPL US 1,179.5 (1.8) (36.6) CYTOKINETICS INC CYTK US 808.1 (396.2) 549.8 DELEK LOGISTICS DKL US 1,654.4 (42.5) 48.3 DELL TECHN-C DELL US 80,190.0 (2,723.0) (13,107.0) DENNY'S CORP DENN US 460.4 (55.7) (55.0) DIGITALOCEAN HOL DOCN US 1,485.6 (286.1) 326.9 DINE BRANDS GLOB DIN US 1,695.2 (244.8) (92.8) DOMINO'S PIZZA DPZ US 1,744.7 (4,008.3) 384.9 DOMO INC- CL B DOMO US 204.4 (163.5) (94.0) DROPBOX INC-A DBX US 2,797.7 (277.2) 172.4 EMBECTA CORP EMBC US 1,199.6 (769.6) 399.6 ETSY INC ETSY US 2,497.7 (583.8) 839.3 FAIR ISAAC CORP FICO US 1,703.1 (735.7) 326.4 FERRELLGAS PAR-B FGPRB US 1,621.0 (193.3) 215.7 FERRELLGAS-LP FGPR US 1,621.0 (193.3) 215.7 FOGHORN THERAPEU FHTX US 255.0 (97.5) 159.5 FORTINET INC FTNT US 7,662.1 (137.5) 759.3 GCM GROSVENOR-A GCMG US 497.3 (100.9) 84.5 GCT SEMICONDUCTO GCTS US 35.8 (62.4) (39.8) GLOBAL PARTNER A GPACU US 20.3 (1.2) (9.9) GLOBAL PARTNER-A GPAC US 20.3 (1.2) (9.9) GOAL ACQUISITION PUCKU US 4.0 (10.4) (12.7) GRINDR INC GRND US 437.7 (22.0) 5.4 H&R BLOCK INC HRB US 3,213.3 (129.8) 21.8 HAWAIIAN HOLDING HA US 3,790.9 (40.2) (141.3) HERBALIFE LTD HLF US 2,647.0 (1,036.6) 281.5 HERON THERAPEUTI HRTX US 217.9 (33.8) 110.5 HILTON WORLDWIDE HLT US 15,932.0 (2,817.0) (591.0) HP INC HPQ US 37,433.0 (916.0) (6,246.0) ILEARNINGENGINES AILE US 111.8 (47.1) 39.8 IMMUNITYBIO INC IBRX US 400.7 (691.0) 142.0 INHIBRX BI INBX US 28.2 (10.8) (24.2) INSEEGO CORP INSG US 122.1 (105.6) 3.6 INSMED INC INSM US 1,159.1 (464.8) 337.9 INSPIRED ENTERTA INSE US 331.1 (81.2) 50.0 INTUITIVE MACHIN LUNR US 170.8 (43.9) 10.9 IRONWOOD PHARMAC IRWD US 438.8 (330.5) (44.3) JACK IN THE BOX JACK US 2,899.0 (702.6) (245.4) LAMAR ADVERTIS-A LAMR US 6,525.1 (616.5) (340.7) LEGATO MERGER CO LEGT/U U 204.3 (4.5) 2.4 LEGATO MERGER CO LEGT US 204.3 (4.5) 2.4 LESLIE'S INC LESL US 1,095.2 (231.0) 191.5 LINDBLAD EXPEDIT LIND US 868.0 (116.5) (71.0) LIONS GATE ENT-B LGF/B US 7,092.7 (187.2) (2,528.6) LIONS GATE-A LGF/A US 7,092.7 (187.2) (2,528.6) LOWE'S COS INC LOW US 45,365.0 (14,606) 3,244.0 MADISON SQUARE G MSGS US 1,388.5 (294.0) (275.9) MADISON SQUARE G MSGE US 1,458.6 (94.6) (295.0) MANNKIND CORP MNKD US 480.9 (230.0) 283.2 MARBLEGATE ACQ-A GATE US 7.1 (15.4) (0.3) MARRIOTT INTL-A MAR US 25,756.0 (1,616.0) (4,720.0) MARTIN MIDSTREAM MMLP US 512.1 (61.5) 23.0 MATCH GROUP INC MTCH US 4,403.5 (107.7) 731.0 MBIA INC MBI US 2,488.0 (1,723.0) - MCDONALDS CORP MCD US 53,513.0 (4,833.0) (829.0) MCKESSON CORP MCK US 67,443.0 (1,599.0) (4,387.0) MEDIAALPHA INC-A MAX US 153.0 (89.4) (0.7) METTLER-TOLEDO MTD US 3,283.1 (158.7) 79.2 MSCI INC MSCI US 5,478.6 (650.5) (4.0) NATHANS FAMOUS NATH US 48.9 (32.9) 23.2 NEW ENG RLTY-LP NEN US 381.2 (69.0) - NOVAGOLD RES NG CN 126.9 (16.1) 118.1 NOVAGOLD RES NG US 126.9 (16.1) 118.1 NOVAVAX INC NVAX US 1,353.5 (867.1) (77.3) NUTANIX INC - A NTNX US 2,774.9 (619.5) 955.7 O'REILLY AUTOMOT ORLY US 14,213.1 (1,391.2) (2,288.7) ODYSSEY MARINE OMEX US 20.6 (91.1) (30.2) OMEROS CORP OMER US 437.5 (71.3) 221.9 OTIS WORLDWI OTIS US 9,791.0 (4,816.0) (180.0) OUTLOOK THERAPEU OTLK US 59.0 (134.2) 3.7 PAPA JOHN'S INTL PZZA US 847.2 (445.5) (56.7) PELOTON INTERA-A PTON US 2,408.5 (590.4) 675.5 PETRO USA INC PBAJ US 0.0 (0.2) (0.2) PHATHOM PHARMACE PHAT US 356.5 (148.5) 296.9 PHILIP MORRIS IN PM US 65,315.0 (8,563.0) (1,294.0) PITNEY BOWES INC PBI US 4,103.0 (392.4) (43.3) PLANET FITNESS-A PLNT US 2,992.8 (99.2) 274.3 PROS HOLDINGS IN PRO US 407.9 (84.0) 34.0 PTC THERAPEUTICS PTCT US 1,789.6 (893.9) 594.2 RAPID7 INC RPD US 1,488.5 (86.4) 101.8 RDE INC RSTN US 1.8 (3.2) (4.0) RE/MAX HOLDINGS RMAX US 566.7 (77.9) 30.9 REALREAL INC/THE REAL US 431.6 (327.1) 31.6 RED ROBIN GOURME RRGB US 717.1 (29.1) (104.4) REDFIN CORP RDFN US 1,071.1 (5.8) 93.8 RH RH US 4,186.5 (289.9) 179.5 RINGCENTRAL IN-A RNG US 1,873.1 (322.9) 67.0 RMG ACQUISITION RMGUF US 7.0 (11.0) (7.5) RMG ACQUISITION RMGCF US 7.0 (11.0) (7.5) RUBRIK INC-A RBRK US 1,166.4 (514.6) 114.9 SBA COMM CORP SBAC US 9,995.3 (5,186.2) (1,965.7) SCOTTS MIRACLE SMG US 3,924.2 (250.9) 874.8 SEAGATE TECHNOLO STX US 7,096.0 (1,889.0) (447.0) SEMTECH CORP SMTC US 1,376.5 (313.1) 314.4 SIX FLAGS ENTERT SIX US 2,737.9 (457.4) (449.9) SLEEP NUMBER COR SNBR US 908.5 (445.9) (725.1) SOLARMAX TECHNOL SMXT US 54.7 (0.6) (9.1) SPIRIT AEROSYS-A SPR US 6,764.5 (1,113.8) 1,240.5 SQUARESPACE IN-A SQSP US 965.5 (266.3) (183.6) STARBUCKS CORP SBUX US 29,363.2 (8,442.2) (1,063.9) SYMBOTIC INC SYM US 1,588.0 413.6 392.9 SYNDAX PHARMACEU SNDX US 543.0 (482.9) 403.1 TORRID HOLDINGS CURV US 479.7 (198.6) (40.0) TPI COMPOSITES I TPIC US 745.9 (184.1) 70.6 TRANSDIGM GROUP TDG US 21,577.0 (3,022.0) 6,047.0 TRAVEL + LEISURE TNL US 7,023.0 (925.0) 975.0 TRISALUS LIFE SC TLSI US 17.9 (34.9) (1.2) TRIUMPH GROUP TGI US 1,686.3 (104.4) 583.1 TRULEUM INC TRLM US 2.0 (3.0) (3.6) TUCOWS INC-A TC CN 780.3 (15.9) 5.7 TUCOWS INC-A TCX US 780.3 (15.9) 5.7 UNISYS CORP UIS US 1,890.5 (144.8) 330.1 UNITED HOMES GRO UHG US 287.2 (4.7) 179.5 UNITED PARKS & R PRKS US 2,669.2 (243.1) (113.0) UROGEN PHARMA LT URGN US 200.6 (40.1) 170.4 VECTOR GROUP LTD VGR US 1,017.3 (739.1) 376.8 VERISIGN INC VRSN US 1,727.8 (1,635.7) (225.6) WAYFAIR INC- A W US 3,240.0 (2,825.0) (437.0) WINGSTOP INC WING US 412.3 (434.4) 92.0 WINMARK CORP WINA US 38.3 (52.6) 11.9 WORKIVA INC WK US 1,201.9 (83.2) 530.1 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WYNN RESORTS LTD WYNN US 13,470.7 (946.4) 1,137.8 XPONENTIAL FIT-A XPOF US 508.4 (91.5) (4.6) YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0) YUM! BRANDS INC YUM US 6,224.0 (7,756.0) 586.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. 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