/raid1/www/Hosts/bankrupt/TCR_Public/240621.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, June 21, 2024, Vol. 28, No. 172
Headlines
123 DENTIST: Cliffwater CL Marks C$35.8 Loan at 29% Off
12892 MIZNER: Linda Leali Named Subchapter V Trustee
1364720 B.C LTD: Cliffwater CL Marks C$11.3MM Loan at 26% Off
5220 TROOST: U.S. Trustee Unable to Appoint Committee
AB INTERNATIONAL: FINRA Review on Reverse Stock Split Pending
AB INTERNATIONAL: Inks $5MM Stock Purchase Deal With Alumni Capital
ABIDE BRANDS: Case Summary & 18 Unsecured Creditors
ABRACON GROUP: Cliffwater CL Marks $2.5MM Loan at 15% Off
ABRACON GROUP: Cliffwater CL Marks $39.07MM Loan at 15% Off
ACCUSERVE SOLUTIONS: Cliffwater CL Marks $198,864 Loan at 23% Off
AG-TWIN BROOK: Cliffwater CL Marks $6.9MM Loan at 84% Off
AG-TWIN BROOK: Cliffwater CL Marks C$24.5MM Loan at 27% Off
AGEAGLE AERIAL: Postpones Annual Meeting to June 27
AGUILA INVESTMENTS: Amy Denton Mayer Named Subchapter V Trustee
ALTA VISTA: No Resident Care Concern, 1st PCO Report Says
ALTICE USA: All Proposals Passed at Annual Meeting
AMERICAN AIRLINES: Moody's Affirms 'B1' CFR, Outlook Stable
ARCUTIS BIOTHERAPEUTICS: All 3 Proposals Passed at Annual Meeting
ARROWHEAD HOLDCO: Cliffwater CL Marks $4.9MM Loan at 15% Off
ASHFORD HOSPITALITY: Closes $17.5MM Sale of Two Kennesaw Hotels
ASTRO ONE: 94% Markdown for CIM Real Markdown for $1MM Loan
ATI PHYSICAL: Marathon Asset, 7 Others Disclose Class A Stakes
B&G FOODS: S&P Rates $600MM First-Lien Sr. Secured Term Loan 'B+
BARNES & NOBLE: Toro 18 Holdings, 3 Others Hold 42% Stake
BARNES & NOBLE: Vital Fundco, Francisco Partners Hold 12.3% Stake
BENGAL DEBT: CIM Real Marks $500,000 Loan at 18% Off
BETTERCLOUD INC: Cliffwater CL Marks $44.2MM Loan at 18% Off
BIO-KEY INTERNATIONAL: Narrows Net Loss to $510,285 in Q1 2024
BLACK OPS: Bankruptcy Administrator Unable to Appoint Committee
BOBS STORES: Case Summary & Six Unsecured Creditors
BRENDAN GOWING: Chris Quinn Named Subchapter V Trustee
BURGESS BUNGALOW: Court OKs Appointment of Chapter 11 Trustee
CANO HEALTH: Files Plan Supplement in Bankruptcy Court
CARETRUST REIT: Moody's Hikes CFR to Ba1, Outlook Remains Stable
CEMTREX INC: Falls Short of Nasdaq Minimum Bid Price Requirement
CHICKEN SOUP: Faces Board Removal Action by Majority Stockholder
CMC ELECTRIC: Bankruptcy Administrator Unable to Appoint Committee
CONGREGATION GINZEI: Case Summary & One Unsecured Creditor
CORNERSTONE PSYCHOLOGICAL: Quality of Care Maintained, PCO Reports
CORUS ENTERTAINMENT: S&P Downgrades ICR to 'B-', Outlook Negative
CROSSROADS HOLDING: Cliffwater CL Marks $13.9MM Loan at 22% Off
DELTA APPAREL: To Suspend Honduras Operations Amid Liquidity Crisis
EDUCATIONAL DEVT: Amends Credit Agreement, Plans Headquarters Sale
EIF CHANNELVIEW: Moody's Withdraws 'Ba1' Revolving Debt Rating
ELDORADO GOLD: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
ENSEMBLE RCM: Moody's Rates New $814MM First Lien Term Loan 'B2'
ERC HOLDINGS: Cliffwater CL Marks $15.6MM Loan at 29% Off
ESJ TOWERS: Gets Court Nod to Sell Assets to Fortaleza for $18MM
ETHEMA HEALTH: Buys Addiction Treatment Center Assets for $240K
EXPONENTIAL POWER: CIM Real Marks $2.9MM Loan at 23% Off
FINANCE OF AMERICA: Shareholders Consent to Reverse Stock Split
FISKER INC: Case Summary & 30 Largest Unsecured Creditors
FLEXSYS INC: Moody's Affirms 'B2' CFR & Alters Outlook to Negative
FORTIS SOLUTIONS: Cliffwater CL Virtually Writes Off $4.8MM Loan
FORTNA GROUP: Moody's Affirms Caa1 CFR & Alters Outlook to Negative
FYI OPTICAL: Cliffwater CL Marks C$36.7MM Loan at 27% Off
GAUCHO GROUP: Seeks Injunction Against 3i Amid Legal Dispute
GESTION ABS: Cliffwater CL Marks C$16.9MM Loan at 27% Off
GOLDCUP 25952: 91% Markdown for Cliffwater CL SEK11.2MM Loan
GOODRX INC: Moody's Rates New First Lien Term Loan 'B1'
GRAVITY HOLDINGS: Seeks OK to Sell Property to Bishop Enterprises
HAMMER FIBER: Delays 10-Q Filing Due to Documentation Review
HELIX ENERGY: Registers 7MM More Shares Under Amended 2005 LTIP
HELP SYSTEMS: Cliffwater CL Marks $10MM Loan at 17% Off
HOMES AND HOUSES: Case Summary & 20 Largest Unsecured Creditors
IAMGOLD CORP: Fitch Alters Outlook on B- LongTerm IDR to Positive
KJB HOLDINGS: U.S. Trustee Unable to Appoint Committee
M&S OILFIELD: Joli Lofstedt Named Subchapter V Trustee
MADDIEBRIT PRODUCTS: Case Summary & Nine Unsecured Creditors
MINIMALLY INVASIVE: U.S. Trustee Appoints Jerome Laredo as PCO
MISSISSIPPI CENTER: Seeks OK to Sell Personal Property by Auction
MOBIVITY HOLDINGS: Board Appoints Bryce Daniels as President
MYORTHOS MANAGEMENT: Cliffwater CL Marks $4.8MM Loan at 46% Off
NABORS INDUSTRIES: Secures $475 Million Credit Facility
NATGASOLINE LLC: Moody's Cuts CFR to B2 & Alters Outlook to Neg.
NEUEHEALTH INC: Receives NYSE Non-Compliance Letter
NEWSTAR FAIRFIELD: Fitch Affirms 'BB-sf' Rating on Class D-N Notes
NEXTDECADE CORP: HGC, 6 Others Report Stakes
NL1 ACQUIRE: Cliffwater CL Marks C$1.9MM Loan at 27% Off
NL1 ACQUIRE: Cliffwater CL Marks C$9.5MM Loan at 28% Off
OFFICE PROPERTIES: Elects 9 New Directors, OKs Deloitte as Auditor
OFFICE PROPERTIES: Sets 5% Ownership Restriction in Amended Bylaws
ONCOCYTE CORP: Appoints Andrea James as Chief Financial Officer
OUTFRONT MEDIA: Extends AR Facility With MUFG Bank Until June 2027
PANDA ACQUISITION: Cliffwater CL Marks $15.6MM Loan at 15% Off
PANDA ACQUISITION: Cliffwater EL Marks $3.8MM Loan at 15% Off
PAYKICKSTART LLC: Case Summary & One Unsecured Creditor
PEGRUM CREEK: Bankruptcy Administrator Unable to Appoint Committee
PINEAPPLE ENERGY: Implements 15-for-1 Reverse Stock Split
POLARIS NEWCO: Cliffwater EL Marks $14.6MM Loan at 21% Off
POLYPHASE ELEVATOR: Cliffwater CL Marks $3.3MM Loan at 41% Off
POLYPHASE ELEVATOR: Cliffwater CL Marks $9.7MM Loan at 41% Off
PREMIER DENTAL: S&P Lowers ICR to 'SD' on Distressed Exchange
QLESS INC: Case Summary & 19 Unsecured Creditors
QURATE RETAIL: All Proposals Passed at Annual Meeting
RAPID7 INC: All Proposals Passed at Annual Meeting
RECEPTION PURCHASER: CIM Real Marks $2.1MM Loan at 35% Off
REDSTONE HOLDCO: CIM Real Marks $800,000 Loan at 40% Off
REGAL FREIGHT: Judy Wolf Weiker Named Subchapter V Trustee
RMLJ HOLDINGS: Edward Burr Named Subchapter V Trustee
SDI GIFT CARD: Case Summary & Four Unsecured Creditors
SHORT FORK DEVELOPMENT: Seeks to Sell Real Property for $1.5MM
SINGING MACHINE: Acquires AI Freight Leader SemiCab Inc.
SOLID BIOSCIENCES: RA Capital, 3 Others Report Stakes
SONOMA PHARMACEUTICALS: Posts $4.84MM Net Loss in FY 2024
SS INNOVATIONS: Named Finalist in Surgical Robotics Awards 2024
SSE DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
STARBRIDGE (ONTARIO): U.S. Trustee Unable to Appoint Committee
STARWOOD PROPERTY: Moody's Affirms Ba2 CFR, Outlook Remains Stable
SUPERIOR INDUSTRIES: Moody's Cuts CFR to B3 & Alters Outlook to Neg
TENNECO INC: Fitch Alters Outlook on 'B' LongTerm IDR to Positive
THIRTY THREE: Walter Dahl of Dahl Law Named Subchapter V Trustee
THOUGHTWORKS HOLDING: Moody's Lowers CFR to B2 & PDR to B2-PD
TILI LOGISTICS: David Wood Named Subchapter V Trustee
TIOGA INDEPENDENT: Moody's Affirms 'B1' Issuer & GOULT Ratings
TITAN ENVIRONMENTAL: Issues Series A Stock, Amends Conversion Terms
US FOODS: Moody's Upgrades CFR to Ba2 & Alters Outlook to Stable
VERTEX ENERGY: 2 Out of 3 Proposals Passed at Annual Meeting
VERTEX ENERGY: Updates Intercreditor Arrangements, Secures Consents
VPR LLC: Richard Maxwell of Woods Rogers Named Subchapter V Trustee
WALTER SURFACE: Cliffwater CL Marks C$6.4MM Loan at 27% Off
WEISS MULTI-STRATEGY: Voluntary Chapter 11 Case Summary
WESTERN RISE: Case Summary & 20 Largest Unsecured Creditors
WESTLAKE SURGICAL: No Decline in Patient Care, 6th PCO Report Says
WHIDBEY ISLAND PHD: Moody's Confirms 'B1' on 2013 GOULT Bonds
WHITESTONE INDUSTRIAL: Asks Court to OK Solicit Bids for Assets
WOOF HOLDINGS: Hamilton Lane Marks $4.9MM Loan at 16% Off
WORKHORSE GROUP: Partners With Kingsburg, Closes Aero Divestiture
WYTHE BERRY: EOS Closes $177-Mil. Deal for William Vale Hotel
XTI AEROSPACE: Registers Additional 64M+ Common Shares
[^] BOOK REVIEW: The Phoenix Effect
*********
123 DENTIST: Cliffwater CL Marks C$35.8 Loan at 29% Off
-------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD35,872,724
loan extended to 123Dentist, Inc to market at CAD25,356,661 or 71%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater CL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
123Dentist, Inc.The loan accrues interest at a rate of 10.79%
(CDOR+550) per annum. The loan matures on August 10, 2029.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
123Dentist Inc. provides health care facilities. The Company offers
various kinds of dental treatments. 123Dentist serves patients in
Canada.
12892 MIZNER: Linda Leali Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 21 appointed Linda Leali, Esq., as
Subchapter V trustee for 12892 Mizner Way, LLC.
Ms. Leali will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Leali declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Linda M. Leali
Linda M. Leali, P.A.
2525 Ponce De Leon Blvd., Suite 300
Coral Gables, FL 33134
Telephone: (305) 341-0671, ext. 1
Facsimile: (786) 294-6671
Email: leali@lealilaw.com
About 12892 Mizner Way
12892 Mizner Way LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-15763) on June 10,
2024, with up to $50,000 in assets and up to $10 million in
liabilities. Menachem Muskal, manager, signed the petition.
Judge Erik P. Kimball presides over the case.
Nicholas B. Bangos, Esq., at Nicholas B. Bangos, PA represents the
Debtor as legal counsel.
1364720 B.C LTD: Cliffwater CL Marks C$11.3MM Loan at 26% Off
-------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD11,385,000
loan extended to 1364720 B.C. LTD to market at CAD8,404,695 or 74%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater CL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
1364720 B.C. LTD. The loan accrues interest at a rate of 9.81%
(CDOR+450) per annum. The loan matures on September 9, 2028.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
1364720 B.C. LTD. is a company engaged in the energy industry.
5220 TROOST: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee for Region 13 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 5220 Troost, LLC.
About 5220 Troost
5220 Troost, LLC owns a residential rental building for college
students or VA individuals, having an appraised value of $9.96
million.
5220 Troost filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-50075) on
March 6, 2024, listing $12,189,906 in assets and $8,456,350 in
liabilities. The petition was signed by Steven Foutch as managing
member of 5220 Troost Manager LLC, member of Debtor.
Judge Cynthia A. Norton presides over the case.
Erlene W. Krigel, Esq., at Krigel & Krigel, PC represents the
Debtor as counsel.
AB INTERNATIONAL: FINRA Review on Reverse Stock Split Pending
-------------------------------------------------------------
AB International Group Corp. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on April 22,
2024, its board of directors approved a reverse split of its common
stock at the ratio of 1-for-2,000.
On May 18, 2023, AB International's board of directors and majority
shareholder approved giving the board of directors discretionary
authority for a period of one year to file a certificate of change
to its articles of incorporation to conduct a reverse split of the
Company's issued and outstanding shares of its common stock by a
ratio of not less than 1-for-2,000 and not more than 1-for-20,000.
AB International have submitted an application with FINRA for the
reverse split, and it is currently under review. The Company also
has not yet received a market effective date for the reverse split.
According to the Company, its board of directors has the authority
to abandon the reverse split at any time before the market
effective date.
About AB International
Headquartered in Mt. Kisco, N.Y., AB International Group Corp. is
an intellectual property (IP) and movie investment and licensing
firm, focused on acquisitions and development of various
intellectual property, including the acquisition and distribution
of movies.
AB International cautioned in its Quarterly Report for the period
ended February 29, 2024 that substantial doubt exists regarding the
Company's ability to continue as a going concern. According to the
Company, as of Feb. 29, 2024, the Company had an accumulated
deficit of approximately $12.8 million and a working capital
deficit of approximately $0.7 million. For the six months ended
February 29, 2024, the Company incurred a net loss and the net cash
used in operating activities was approximately $40,000.
As of Feb. 29, 2024, the Company had $1.79 million in total assets,
$1.28 million in total liabilities, and $505,452 in total
stockholders' equity.
AB INTERNATIONAL: Inks $5MM Stock Purchase Deal With Alumni Capital
-------------------------------------------------------------------
AB International Group Corp. disclosed in a Form 8-K Report filed
with U.S. Securities and Exchange Commission that it entered into a
Common Stock Purchase Agreement with Alumni Capital LP, a Delaware
limited partnership.
Pursuant to the Purchase Agreement, the Company has the right, but
not the obligation to cause Alumni Capital to purchase up to $5
million of the Company's common stock at the Investment Amount
during the period beginning on the execution date of the Purchase
Agreement and ending on the earlier of (i) the date on which Alumni
Capital has purchased $5 million of the Company's common stock
shares pursuant to the Purchase Agreement or (ii) June 30, 2025.
Pursuant to the Purchase Agreement, the "Investment Amount" means
70% of the lowest daily VWAP of the Common Stock five business days
prior to the Closing of a Purchase Notice. No Purchase Notice will
be made without an effective registration statement and no Purchase
Notice will be in an amount greater than (i) $250,000 or (ii) 300%
of the Average Daily Trading Volume during the five business days
prior to a Purchase Notice.
The Purchase Agreement provides that the number of the Company's
common stock shares to be sold to Alumni Capital will not exceed
the number of shares that, when aggregated together with all other
shares of its common stock which the investor is deemed to
beneficially own, would result in the investor owning more than
4.99% of the Company's outstanding common stock. The percentage may
be increased to no more than 9.99% upon notice under the Purchase
Agreement.
In consideration for Alumni Capital's execution and performance
under the Purchase Agreement, the Company issued to Alumni Capital
a Common Stock Purchase Warrant dated June 13, 2024 to purchase
1,953,125,000 shares of Common Stock, representing 50% of the
commitment amount of $5 million, at an exercise price of $0.00128
per share, subject to adjustments. The exercise price per was
calculated by dividing $3,000,000 by the total number of issued and
outstanding shares of common stock as of June 13, 2024.
The Purchase Agreement contains certain representations,
warranties, covenants and events of default. The Closing occurred
following the satisfaction of customary closing conditions.
Full text copies of the Purchase Agreement and Common Stock
Purchase Warrant, are available at https://tinyurl.com/942nfyes and
https://tinyurl.com/942nfyes.
About AB International
Headquartered in Mt. Kisco, N.Y., AB International Group Corp. is
an intellectual property (IP) and movie investment and licensing
firm, focused on acquisitions and development of various
intellectual property, including the acquisition and distribution
of movies.
AB International cautioned in its Quarterly Report for the period
ended February 29, 2024, that substantial doubt exists regarding
the Company's ability to continue as a going concern. According to
the Company, as of Feb. 29, 2024, the Company had an accumulated
deficit of approximately $12.8 million and a working capital
deficit of approximately $0.7 million. For the six months ended
February 29, 2024, the Company incurred a net loss and the net cash
used in operating activities was approximately $40,000.
As of Feb. 29, 2024, the Company had $1.79 million in total assets,
$1.28 million in total liabilities, and $505,452 in total
stockholders' equity.
ABIDE BRANDS: Case Summary & 18 Unsecured Creditors
---------------------------------------------------
Debtor: Abide Brands, Inc.
508 Lake Cove Pointe Circle
Winter Garden, FL 34787
Chapter 11 Petition Date: June 19, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-03075
Judge: Hon. Lori V. Vaughan
Debtor's Counsel: Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
E-mail: dvelasquez@lathamluna.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jared Schneider as president and sole
shareholder.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/USE4MLQ/Abide_Brands_Inc__flmbke-24-03075__0001.0.pdf?mcid=tGE4TAMA
ABRACON GROUP: Cliffwater CL Marks $2.5MM Loan at 15% Off
---------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $2,596,154
loan extended to Abracon Group Holdings, LLC to market at
$2,202,206 or 85% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in Cliffwater CL's Amended Form
N-CSR for the fiscal year ended March 31, filed with the Securities
and Exchange Commission.
The Cliffwater CL is a participant in a Revolver Loan to Abracon
Group Holdings, LLC. The loan accrues interest at a rate of 11.47%
(SOFR+600) per annum. The loan matures on July 6, 2028.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Abracon Group Holding, LLC operates as a holding company. The
Company, through its subsidiaries, manufactures factory automation
equipment.
ABRACON GROUP: Cliffwater CL Marks $39.07MM Loan at 15% Off
-----------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $39,074,891
loan extended to Abracon Group Holdings, LLC to market at
$33,145,557 or 85% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in Cliffwater CL's Amended Form
N-CSR for the fiscal year ended March 31, filed with the Securities
and Exchange Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
Abracon Group Holdings, LLC. The loan accrues interest at a rate of
11.46% (SOFR+600) per annum. The loan matures on July 6, 2028.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Abracon Group Holding, LLC operates as a holding company. The
Company, through its subsidiaries, manufactures factory automation
equipment.
ACCUSERVE SOLUTIONS: Cliffwater CL Marks $198,864 Loan at 23% Off
-----------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $198,864 loan
extended to Accuserve Solutions, Inc. to market at $152,131 or 77%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater CL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater CL is a participant in a Revolver to Accuserve
Solutions, Inc. The loan accrues interest at a rate of 10.06%
(SOFR+575) per annum. The loan matures on March 15, 2030.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Accuserve is a Managed Repair Experience Company, unifying and
humanizing the experience for people simply trying to take care of
the things they treasure most.
AG-TWIN BROOK: Cliffwater CL Marks $6.9MM Loan at 84% Off
---------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $6,904,635
loan extended to AG-Twin Brook Healthcare to market at $1,090,523
or 16% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in Cliffwater CL's Amended Form N-CSR for
the fiscal year ended March 31, filed with the Securities and
Exchange Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
AG-Twin Brook Healthcare. The loan accrues interest at a rate of
11.81% (SOFR+625) per annum. The loan matures on March 5, 2026.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
AG-Twin Brook Healthcare provides healthcare services.
AG-TWIN BROOK: Cliffwater CL Marks C$24.5MM Loan at 27% Off
-----------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD24,500,000
loan extended to AG-Twin Brook Healthcare to market at
CAD17,906,009 or 73% of the outstanding amount, as of March 31,
2024, according to a disclosure contained in Cliffwater CL's
Amended Form N-CSR for the fiscal year ended March 31, filed with
the Securities and Exchange Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
AG-Twin Brook Healthcare. The loan accrues interest at a rate of
11.19% (CDOR+575) per annum. The loan matures on July 23, 2026
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
AG-Twin Brook Healthcare provides healthcare services.
AGEAGLE AERIAL: Postpones Annual Meeting to June 27
---------------------------------------------------
AgEagle Aerial Systems Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on June 17,
2024, the Company's previously announced annual meeting of
shareholders, originally scheduled to be held at 1:00 p.m., Central
Time, on June 17, 2024, at The Embassy Suites by Hilton, 2401 Bass
Pro Drive, Grapevine, TX 76051, is postponed.
The purpose of the postponement of the Annual Meeting is to allow
the Company additional time to solicit proxies from the Company's
shareholders.
The Annual Meeting will now be held at 1:00 p.m., Central Time, on
June 27, 2024, at The Embassy Suites by Hilton, 2401 Bass Pro
Drive, Grapevine, TX 76051.
Information regarding how to attend Annual Meeting and vote is
available in the Company's proxy statement, filed with the
Securities and Exchange Commission on April 26, 2024. There is no
change to the record date or the purpose or any of the proposals to
be acted upon at the Annual Meeting.
Shareholders who have already cast their votes do not need to take
any action (unless they wish to change or revoke their prior proxy
or voting instructions) and their votes will be counted at the
postponed Annual Meeting.
About AgEagle
Headquartered in Wichita, Kansas, AgEagle Aerial Systems Inc.,
through its wholly owned subsidiaries, is actively engaged in
designing and delivering best-in-class drones, sensors and software
that solve important problems for our customers. Founded in 2010,
AgEagle was originally formed to pioneer proprietary,
professional-grade, fixed-winged drones and aerial imagery-based
data collection and analytics solutions for the agriculture
industry. Today, the Company is earning distinction as a globally
respected market leader offering customer-centric, advanced,
autonomous unmanned aerial systems ("UAS") which drive revenue at
the intersection of flight hardware, sensors and software for
industries that include agriculture, military/defense, public
safety, surveying/mapping and utilities/engineering, among others.
AgEagle has also achieved numerous regulatory firsts, including
earning governmental approvals for its commercial and tactical
drones to fly Beyond Visual Line of Sight ("BVLOS") and/or
Operations Over People ("OOP") in the United States, Canada, Brazil
and the European Union and being awarded Blue UAS certification
from the Defense Innovation Unit of the U.S. Department of Defense.
Visit www.ageagle.com for more information.
Orlando, Florida-based WithumSmith+Brown, PC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 1, 2024, citing that the Company has suffered recurring
losses from operations, has experienced cash used from operations
in excess of its current cash position, and has an accumulated
deficit, that raise substantial doubt about its ability to continue
as a going concern.
AGUILA INVESTMENTS: Amy Denton Mayer Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Amy Denton Mayer of
Stichter Riedel Blain & Postler P.A. as Subchapter V trustee for
Aguila Investments, LLC.
Ms. Mayer 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. 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:
Amy Denton Mayer
Stichter Riedel Blain & Postler P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Phone: (813)229-0144
Email: amayer@subvtrustee.com
About Aguila Investments
Aguila Investments, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03300) on June
10, 2024, with up to $50,000 in assets and up to $1 million in
liabilities.
Jorge Acosta, Esq., represents the Debtor as legal counsel.
ALTA VISTA: No Resident Care Concern, 1st PCO Report Says
---------------------------------------------------------
Blanca Castro, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Central District of
California her first report regarding the quality of patient care
provided at Alta Vista Gardens, Inc.
The Local Patient Care Ombudsman (LPCO) visited Alta Vista Gardens
on May 20. During the visit, the LPCO noted adequate stocks of
cleaning supplies were available and had no negative observations
regarding the overall facility environment. The LPCO confirmed the
posting of the notice of appointment of Patient Care Ombudsman by
facility Administrator Stacy Marmer.
In addition, staffing appeared adequate. No concerns were noted.
The LPCO observed a caregiver playing music for residents during
the visit. Activities appear to align with the activities calendar.
Residents spoken with did not share any concerns.
The PCO found that there has been no observable decline in services
or the quality of care of residents of Alta Vista Gardens. The PCO
will continue to conduct unannounced visits and check on residents'
quality of care during this process.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=A4Fr3r from PacerMonitor.com.
The ombudsman may be reached at:
Blanca E. Castro
California Department of Aging
2880 Gateway Oaks Drive
Suite 200
Sacramento, CA 95833
Tel: 916-928-2500
Email: blanca.castro@aging.ca.gov
About Alta Vista Gardens
Alta Vista Gardens, Inc. in Los Angeles, CA, filed its voluntary
petition for Chapter 11 protection (Bankr. C.D. Cal. Case No.
24-11780) on March 7, 2024, listing up to $50,000 in assets and up
to $10 million in liabilities. Staci Marmershteyn, board member,
signed the petition.
Judge Deborah J. Saltzman oversees the case.
The Debtor tapped RHM Law, LLP as legal counsel and Michael
Rudnitsky as accountant.
ALTICE USA: All Proposals Passed at Annual Meeting
--------------------------------------------------
Altice USA, Inc. on June 12, 2024, its 2024 Annual Meeting of
Stockholders. At the Annual Meeting, the Company's Class A and
Class B stockholders voted and approved together as a single class
upon the following proposals:
(i) the election of Patrick Drahi, David Drahi, Dexter Goei, Dennis
Mathew, Mark Mullen, Dennis Okhuijsen, Susan Schnabel, Charles
Stewart and Raymond Svider to the Company's Board of Directors for
one-year terms; and
(ii) the ratification of the appointment of KPMG LLP as the
Company's independent registered public accounting firm for the
2024 fiscal year.
About Altice USA Inc.
Altice USA, Inc. is an American cable television provider.
* * *
As reported by the TCR on May 17, 2024, S&P Global Ratings lowered
all its ratings on Altice USA Inc. one notch, including the issuer
credit rating to 'CCC+', and removed them from Credit Watch, where
it placed them with negative implications on May 2, 2024. The
negative outlook reflects that S&P could lower its ratings if the
company opts to pursue a debt restructuring over the next year.
S&P said, "We believe Altice USA's capital structure is
unsustainable. We believe the company is vulnerable to nonpayment
long term and depends on favorable business, financial, and
economic conditions to meet its financial obligations as they come
due in 2027 and beyond. We believe it is more likely than not that
Altice USA will enter into a distressed debt restructuring that we
consider tantamount to default, or it could face bankruptcy long
term."
AMERICAN AIRLINES: Moody's Affirms 'B1' CFR, Outlook Stable
-----------------------------------------------------------
Moody's Ratings affirmed the B1 corporate family rating and B1-PD
probability of default rating assigned to American Airlines Group
Inc. ("Parent"). Moody's also affirmed the Ba2 senior secured
rating assigned to the debt of American Airlines, Inc.
("American"), the Ba1 rating assigned to the senior secured debt
issued by AAdvantage Loyalty IP Ltd. and the B3 senior unsecured
rating assigned to the Parent's unsecured notes. The speculative
grade liquidity rating remains SGL-1. The rating outlook is
stable.
Moody's upgraded ratings on seven of the 23 outstanding tranches of
enhanced equipment trust certificates (EETC) and affirmed the
ratings on the remaining 16 as detailed in the debt list herein.
The affirmation of the corporate family rating with a stable
outlook reflect Moody's expectation for about steady credit metrics
into 2025, with modest pressure on profit margins and modest
improvement in financial leverage from some debt reduction in 2024.
The aggregate amount of debt retirement made through the end of
2025 will dictate the extent of improvement in debt-related credit
metrics during this period. Cost inflation, particularly for labor,
and the limited ability to raise fares because of the increased
competitive dynamics in the US domestic market will constrain
growth in operating margin.
The upgrades of the EETCs reflect improvements in the
loan-to-values for the select tranches, six of seven being senior
tranches for their respective transactions. The affirmations of the
other EETC ratings also reflect their respective loan-to values.
Recent increases in aircraft values account for each of the
upgrades.
RATINGS RATIONALE
The Parent's B1 CFR reflects American's strong business profile,
supported by its expansive domestic and international networks,
improved airline operations, Moody's expectations that credit
metrics will strengthen through 2024 and the company's very good
liquidity. Projected free cash flow of at least $2 billion annually
will be essential for achieving the amount of debt reduction needed
to strengthen its credit metrics. The durability of air travel
demand, in volume and pricing, will ultimately determine whether
the company can afford the significant increase in labor expense
that accompanies the new pilot contract ratified in 2023 and that
will likely be provided to the company's flight attendants once
they and the company agree to a new contract.
Liquidity remains very good. American held $8.3 billion of cash and
short-term investments (together "cash") at Mar. 31, 2024. Moody's
expect cash to remain above $7.5 billion through at least the end
of 2025 and the $3.24 billion of revolvers to remain undrawn.
Moody's project free cash flow of between $2 billion and $2.5
billion in 2024 with some tempering to between $1.5 billion and $2
billion in 2025. The pace at which Airbus SA and The Boeing Company
can increase deliveries of new aircraft will be a key contributor
to American achieving Moody's cash flow projections. A faster
recovery would lower free cash flow all else equal; however,
operational efficiency would improve on the margin from operating
more new aircraft.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Moody's expect debt/EBITDA will be
sustained below 4.5x and funds from operations plus
interest-to-interest approaches 4x. The ratings could be downgraded
if Moody's expect cash plus revolver availability to fall below $8
billion, debt/EBITDA to be sustained above 6x or EBIT margin to be
sustained below 7%.
LIST OF AFFECTED RATINGS
Issuer: American Airlines Group Inc.
Affirmations:
LT Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Backed Senior Unsecured, Affirmed B3
Outlook Actions:
Outlook, Remains Stable
Issuer: American Airlines, Inc.
Affirmations:
Backed Senior Secured Bank Credit Facility, Affirmed Ba2
Backed Senior Secured Regular Bond/Debenture, Affirmed Ba2
Senior Secured Enhanced Equipment Trust Ser. 2017-1 Cl B, Affirmed
Ba1
Senior Secured Enhanced Equipment Trust Ser. 2017-2 Cl B, Affirmed
Ba1
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl B, Affirmed
Ba2
Senior Secured Enhanced Equipment Trust Ser. 2016-3 Cl AA,
Affirmed A2
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl AA,
Affirmed A2
Senior Secured Enhanced Equipment Trust Ser. 2015-2 Cl A, Affirmed
Baa3
Senior Secured Enhanced Equipment Trust Ser. 2016-1 Cl A, Affirmed
Baa3
Senior Secured Enhanced Equipment Trust Ser. 2016-2 Cl A, Affirmed
Baa3
Senior Secured Enhanced Equipment Trust Ser. 2016-3 Cl A, Affirmed
Baa2
Senior Secured Enhanced Equipment Trust Ser. 2017-1 Cl A, Affirmed
Baa2
Senior Secured Enhanced Equipment Trust Ser. 2017-2 Cl A, Affirmed
Baa2
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl A, Affirmed
Baa2
Senior Secured Enhanced Equipment Trust Ser. 2021-1 Cl B, Affirmed
Baa2
Upgrades:
Senior Secured Enhanced Equipment Trust Ser. 2016-3 Cl B, Upgraded
to Ba1 from Ba2
Senior Secured Enhanced Equipment Trust Ser. 2015-2 Cl AA,
Upgraded to A2 from A3
Senior Secured Enhanced Equipment Trust Ser. 2016-1 Cl AA,
Upgraded to A2 from A3
Senior Secured Enhanced Equipment Trust Ser. 2016-2 Cl AA,
Upgraded to A2 from A3
Senior Secured Enhanced Equipment Trust Ser. 2021-1 Cl A,Upgraded
to A2 from A3
Senior Secured Enhanced Equipment Trust Ser. 2017-1 Cl AA,
Upgraded to A1 from A2
Senior Secured Enhanced Equipment Trust Ser. 2017-2 Cl AA,
Upgraded to A1 from A2
Outlook Actions:
Outlook, Remains Stable
Issuer: AAdvantage Loyalty IP Ltd.
Affirmations:
Backed Senior Secured Bank Credit Facility, Affirmed Ba1
Backed Senior Secured, Affirmed Ba1
Outlook Actions:
Outlook, Remains Stable
Issuer: US Airways, Inc.
Affirmations:
Senior Secured Enhanced Equipment Trust Ser. 2012-1 Cl A, Affirmed
A3 (Assumed by American Airlines, Inc.)
Senior Secured Enhanced Equipment Trust Ser. 2012-2 Cl A, Affirmed
Ba1 (Assumed by American Airlines, Inc.)
Backed Senior Secured Enhanced Equipment Trust Ser. 2013-1 Cl A,
Affirmed Baa3
The principal methodology used in rating American Airlines Group
Inc. and AAdvantage Loyalty IP Ltd. was Passenger Airlines
published in August 2021.
American Airlines Group Inc. is the holding company for American
Airlines, Inc. and regional subsidiaries, Envoy, PSA and Piedmont.
Revenue was $52.8 billion in 2023.
ARCUTIS BIOTHERAPEUTICS: All 3 Proposals Passed at Annual Meeting
-----------------------------------------------------------------
Arcutis Biotherapeutics, Inc., disclosed in a Form 8-K filed with
the Securities and Exchnge Commission on June 18, 2024, that on
June 14, 2024, it held its 2024 Annual Meeting of Stockholders at
which the stockholders:
(1) elected Terrie Curran, Halley Gilbert, Keith R. Leonard, Jr.
as Class I directors to hold office until the 2027 annual meeting
of stockholders or until their respective successor is elected;
(2) ratified the selection, by the Audit Committee of the Board
of Directors, of Ernst & Young LLP, as the independent registered
public accounting firm of the Company for the fiscal year ending
Dec. 31, 2024; and
(3) approved, on a non-binding advisory basis, the compensation
of the Company's named executive officers.
About Arcutis
Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) -- www.arcutis.com --
is a commercial-stage medical dermatology company. Arcutis'
dermatology development platform includes a robust pipeline with
multiple clinical programs for a range of inflammatory
dermatological conditions including scalp and body psoriasis,
atopic dermatitis, and alopecia areata.
Los Angeles, California-based Ernst & Young LLP, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Feb. 27, 2024, citing that the Company has not yet met
a requirement under its loan agreement to raise capital by April 1,
2024, has recurring losses from operations, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
ARROWHEAD HOLDCO: Cliffwater CL Marks $4.9MM Loan at 15% Off
------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $4,933,817
loan extended to Arrowhead Holdco Company to market at $4,209,837
or 85% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in Cliffwater CL's Amended Form N-CSR for
the fiscal year ended March 31, filed with the Securities and
Exchange Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
Arrowhead Holdco Company. The loan accrues interest at a rate of
10.75%, 2.75% Payment In Kind (SOFR+250) per annum. The loan
matures on August 31, 2028.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Arrowhead Holdco Company operates as an investment holding company.
ASHFORD HOSPITALITY: Closes $17.5MM Sale of Two Kennesaw Hotels
---------------------------------------------------------------
Ashford Hospitality Trust, Inc. announced on June 13, 2024, that it
has closed on the sale of the 90-room SpringHill Suites and the
86-room Fairfield Inn located in Kennesaw, Georgia for $17.5
million.
The sale price represented a 4.8% capitalization rate on trailing
12-month net operating income through April 2024.
The hotels were encumbered with a mortgage loan that had an
outstanding balance of approximately $10.8 million.
All remaining proceeds from the sale will be used for general
corporate purposes, including the pay down of the Company's
strategic financing.
About Ashford Hospitality
Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc.
operates as a self-advised real estate investment trust focusing on
the lodging industry. As of March 31, 2024, the Trust had $3.54
billion in total assets against $3.67 billion in total
liabilities.
* * *
Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Ashford Hospitality Trust, Inc.
On March 1, 2024, the Company received notice that the hotel
properties securing the KEYS Pool A and KEYS Pool B loans have been
transferred to a court-appointed receiver.
On March 6, 2024, the Company sold the Residence Inn Salt Lake City
in Salt Lake City, Utah for $19.2 million in cash. As reported by
the TCR on April 22, the Company closed on the sale of the 390-room
Hilton Boston Back Bay in Boston, Massachusetts for $171 million,
on April 29 it has closed on the sale of the 85-room Hampton Inn in
Lawrenceville, Georgia for $8.1 million, on May 27, Ashford closed
$267M refinancing of the mortgage loan for the 673-room Renaissance
Hotel in Nashville, Tennessee, which had a final maturity date of
March 2026. On June 14, has closed on the sale of the 90-room
Courtyard located in Manchester, Connecticut for $8 million.
ASTRO ONE: 94% Markdown for CIM Real Markdown for $1MM Loan
-----------------------------------------------------------
CIM Real Assets & Credit Fund has marked its $1,000,000 loan
extended to Astro One Acquisition Corporationto market at $60,000
or 6% of the outstanding amount, as of March 31, 2024, according to
a disclosure contained in CIM Real's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
CIM Real is a participant in a Bank Loan to Astro One Acquisition
Corporation. The loan accrues interest at a rate of 14.071% (3M
SOFR+8.50%) per annum. The loan matures on September 14, 2029.
CIM Real is a Delaware statutory trust, is a non-diversified,
closed-end management investment company, registered under the
Investment Company Act of 1940, as amended. The Fund engages in a
continuous offering of shares and operates as an interval fund that
offers to make quarterly repurchases of shares at net asset value.
The Fund's fiscal year ends September 30.
CIM Real is led by Chief Executive Officer & Trustee, David
Thompson; and Barry N. Berlin, Chief Financial Officer & Treasurer.
The Fund can be reached through:
David Thompson
Chief Executive Officer
CIM Real Assets & Credit Fund
4700 Wilshire Boulevard
Los Angeles, California 90010
Founded in 2021 and based in the U.S., Astro One Acquisition
Corporation is a merged entity of Petmate and Brody. Both companies
engage in the production and distribution of pet products such as
cat waste management products, toys, kennels, shelters, chews, and
feeding and watering products.
ATI PHYSICAL: Marathon Asset, 7 Others Disclose Class A Stakes
--------------------------------------------------------------
Marathon Asset Management GP LLC disclosed in a Schedule 13D/A
Report filed with the U.S. Securities and Exchange Commission that
as of May 6, 2024, the firm and its affiliated entities -- Marathon
Asset Management, LP, Marathon Distressed Credit Master Fund,
Marathon Distressed Credit Fund, LP, MCSP Sub LLC, Marathon
StepStone Master Fund LP, and managing members, Bruce Richards, and
Louis Hanover -- beneficially owned shares of ATI Physical, Inc.'s
Class A Common Stock:
a) Marathon Asset Management GP, L.L.C.
-- Shares Owned: 4,274,559
-- Percent of Class: 49.3%
b) Marathon Asset Management, L.P.
-- Shares Owned: 4,274,559
-- Percent of Class: 49.3%
c) Marathon Distressed Credit Master Fund
-- Shares Owned: 3,060,487
-- Percent of Class: 35.3%
d) Marathon Distressed Credit Fund, L.P.
-- Shares Owned: 547,242
-- Percent of Class: 6.3%
e) MCSP Sub LLC
-- Shares Owned: 377,194
-- Percent of Class: 4.4%
f) Marathon StepStone Master Fund LP
-- Shares Owned: 289,636
-- Percent of Class: 3.3%
g) Bruce Richards
-- Shares Owned: 4,274,559
-- Percent of Class: 49.3%
h) Louis Hanover
-- Shares Owned: 4,274,559
-- Percent of Class: 49.3%
A full-text copy of Marathon Asset's SEC Report is available at
https://tinyurl.com/s85rv2hv
About ATI Physical Therapy
Headquartered in Bolingbrook, Ill., ATI Physical Therapy, Inc.,
together with its subsidiaries, is a nationally recognized
healthcare company, specializing in outpatient rehabilitation and
adjacent healthcare services. The Company provides outpatient
physical therapy services under the name ATI Physical Therapy and,
as of Dec. 31, 2023, had 896 clinics located in 24 states (as well
as 18 clinics under management service agreements).
Chicago, Ill.-based Deloitte and Touche LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated Feb. 27, 2024, citing that the Company has experienced
recurring losses from operations and negative cash flows from
operations and requires operational improvement in order to meet
its obligations as they become due over the next twelve months and
maintain compliance with debt covenants, which raises substantial
doubt about its ability to continue as a going concern.
B&G FOODS: S&P Rates $600MM First-Lien Sr. Secured Term Loan 'B+
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '1'
recovery rating to B&G Foods Inc's proposed amended and extended
$600 million first-lien senior secured term loan due in October
2029. S&P will withdraw the ratings on the existing term loan on
the completion of the transaction. S&P also affirmed the company's
'B+' issue-level rating on B&G Foods Inc.'s proposed amended and
extended $625 million revolving credit facility due in December
2028.
The company seeks to decrease its revolving credit facility
commitment to $625 million from $800 million and upsize its term
loan B to $600 million from $529 million at the end of first
quarter of fiscal 2024. Following completion of this transaction,
B&G will seek to launch a $100 million issuance of other secured
debt. The proceeds from the proposed amended and extended term loan
and the issuance of other secured debt will be used to repay the
existing term loan and outstanding revolver borrowings. S&P's
recovery analysis assumes this transaction occurs as contemplated.
S&P said, "As a result, we also affirmed our 'B+' issue-level
rating on B&G's 8% senior secured notes. Our '1' recovery rating on
the senior secured credit facilities and notes is unchanged,
indicating our expectation for very high recovery (90%-100%;
rounded estimate: 90%) in the event of a payment default. At the
same time, we affirmed our 'CCC' issue-level rating on B&G's
unsecured notes. The senior unsecured debt includes $900 million
($265 million outstanding), 5.25% senior unsecured notes due in
2025 and $550 million, 5.25% notes due in 2027. The recovery rating
remains '6', indicating our expectation for negligible recovery
(0%-10%; rounded estimate: 0%).
The $265 million notes due on April 1, 2025, must be redeemed
before Jan. 1, 2025, because it has a 91-day springing maturity
relative to the revolver. S&P said, "Assuming this transaction is
completed and the maturity on the revolver is extended, we expect
B&G should have sufficient liquidity to cover this maturity with
cash flow generated from the business and revolver borrowings. We
do not anticipate any other material covenant or collateral changes
to the existing senior secured facilities as part of this
amendment."
S&P said, "We expect this transaction to be largely leverage
neutral. However, we acknowledge that B&G will likely pay higher
interest costs, which will slightly weaken our free cash flow
expectations.
"Our 'B-' issuer credit rating on B&G Foods is unaffected by this
transaction. The outlook remains positive. We could raise the
ratings over the next year if the company addresses its upcoming
maturities and maintains steady operating performance and leverage
below 7x. Leverage for the 12 months ended March 30, 2024, was
about 6.4x. We forecast leverage will remain about 6.2x by the end
of 2024.
"However, we believe there is risk to B&G's ability to sustain this
given uncertainty in the macroeconomic environment, including the
fragile and uneven economy, inflation, and shifting consumer buying
behavior. B&G has a history of pruning portfolio assets that could
accelerate deleveraging. We expect the company to continue reshape
its portfolio, including divesting slower-growth, noncore assets
and its announced plan to divest the remainder of Green Giant.
"If the debt issuance is unsuccessful or final terms and conditions
materially differ from what was presented, we could reassess our
ratings."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
B&G's proposed capital structure will comprise:
-- $625 million revolving credit facility due in December 2028;
-- $600 million term loan B due in October 2029;
-- $550 million senior secured notes due in 2028;
-- $100 million other secured debt;
-- $900 million ($265 million outstanding), 5.25% senior unsecured
notes due in 2025; and
-- $550 million, 5.25% senior unsecured notes due in 2027.
Simulated default scenario
-- S&P's simulated default scenario assumes increased competition
from larger food manufacturers combined with rising commodity
costs, economic weakness, a major product recall, or failed large
acquisition. These forces pressure B&G's margins and sales volumes,
contributing to a payment default in 2025.
-- B&G Foods Inc. is the borrower of the debt. The obligations
under the revolver, first-lien term loan, and senior secured notes
are secured by a first-priority security interest in the borrower's
equity interests and substantially all of its and subsidiary
guarantors' tangible and intangible assets excluding real estate,
subject to certain exceptions. (This includes, without limitation,
capital stock but is limited to 65% of the capital stock of foreign
subsidiaries.)
-- The rest of the notes issued by the borrower are unsecured.
-- Given that the company generates most of its revenue in the
U.S., S&P's simulated default scenario assumes insolvency
proceedings in the U.S.
-- S&P values B&G as a going concern using a 6x multiple of its
projected emergence EBITDA. This multiple reflects its scale,
well-recognized brands, and portfolio diversity. The emergence
EBITDA of $294 million incorporates a 30% operational adjustment to
reflect the company's ability to restore some profitability as it
emerges from bankruptcy due to its scale and diverse portfolio.
Calculation of EBITDA at emergence:
-- Debt service assumption: $178.8 million (assumed default-year
interest)
-- Minimum capital expenditure assumption: $41.2 million
-- Operational adjustment: $68.2 million (30%)
Simplified waterfall
-- Emergence EBITDA: $293.8 million
-- Multiple: 6x
-- Gross recovery value: $1.8 billion
-- Net recovery value for waterfall after administrative expenses
(5%): $1.7 billion
-- Obligor/nonobligor valuation split: 100%/0%
-- Collateral value available to first-lien debt: $1.7 billion
-- Estimated secured claims: $1.8 billion
--Secured recovery expectations: 90%-100% (rounded estimate:
90%)
-- Collateral value available to unsecured debt: none
-- Estimated senior unsecured debt claims: $836.8 million
--Unsecured recovery expectations: 0%-10% (rounded estimate:
0%)
BARNES & NOBLE: Toro 18 Holdings, 3 Others Hold 42% Stake
---------------------------------------------------------
Toro 18 Holdings LLC disclosed in a Schedule 13D/A Report filed
with the U.S. Securities and Exchange Commission that as of June
10, 2024, the firm and its affiliated entities -- Immersion
Corporation, the sole member of Toro 18, William C. Martin, Toro
18's Chief Strategy Officer, and Eric Singer, President and Chief
Executive Officer of Toro 18, collectively the "Reporting Persons"
-- beneficially owned 11,006,702 shares of Barnes & Noble
Education, Inc.'s common stock representing 42% of the shares
outstanding.
The Reporting Persons purchased the Shares based on the Reporting
Persons' belief that the Shares, when purchased, were undervalued
and represented an attractive investment opportunity. Depending
upon overall market conditions, other investment opportunities
available to the Reporting Persons, and the availability of Shares
at prices that would make the purchase or sale of Shares desirable,
the Reporting Persons may endeavor to increase or decrease their
position in Barnes & Noble through, among other things, the
purchase or sale of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as the
Reporting Persons may deem advisable.
On April 16, 2024, Barnes & Noble entered into a standby,
securities purchase and debt conversion agreement with Toro 18,
Selz Family 2011 Trust, Outerbridge Capital Management, LLC, Vital
Fundco, LLC and TopLids LendCo, LLC. Pursuant to the terms of the
Purchase Agreement, Barnes & Noble conducted a rights offering,
whereby Barnes & Noble distributed at no charge to the holders of
its Shares non-transferable subscription rights to purchase up to
an aggregate of 900,000,000 new Shares at a subscription price of
$0.05 per Share. On June 10, 2024, pursuant to the Purchase
Agreement, Immersion, through Toro 18, purchased 200,670,135 Shares
for a purchase price of $10,033,507 after purchasing unsubscribed
Rights pursuant to the Backstop Commitment.
In addition to the Shares purchased in the Rights Offering,
pursuant to the Purchase Agreement, on the Closing Date, Immersion,
through Toro 18, purchased from Barnes & Noble 900,000,000 Shares
at the Subscription Price in a private placement transaction for a
purchase price of $45,000,000.
Pursuant to the Purchase Agreement, Barnes & Noble also reimbursed
Immersion, through Toro 18, for reasonable legal and other expenses
in connection with the Rights Offering and the PIPE Transaction in
the amount of $2,450,000. Barnes & Noble also paid an amount equal
to $2,450,000 to Immersion, through Toro 18, as payment in
consideration for its Backstop Commitment.
On the Closing Date, pursuant to the Purchase Agreement, Barnes &
Noble appointed Messrs. Singer, Martin and Nader and Ms. Hoffman to
serve as members of the Board.
A full-text copy of Toro 18's SEC Report is available at:
https://www.sec.gov/Archives/edgar/data/1634117/000092189524001400/sc13d13446012_06102024.htm
About Barnes & Noble Education
Basking Ridge, New Jersey-based Barnes & Noble Education, Inc.
("BNED") is one of the largest contract operators of physical and
virtual bookstores for college and university campuses and K-12
institutions across the United States. It is one of the largest
textbook wholesalers, inventory management hardware and software
providers that operates 1,289 physical, virtual, and custom
bookstores and serve more than 5.8 million students, delivering
essential educational content, tools and general merchandise within
dynamic omnichannel retail environment.
The Company cautioned in its Quarterly Report on Form 10-Q for the
quarterly period ended January 27, 2024, that its losses and
projected cash needs, combined with its current liquidity levels
and the maturity of its Credit Facility, which becomes due on
December 28, 2024, raise substantial doubt about its ability to
continue as a going concern.
BARNES & NOBLE: Vital Fundco, Francisco Partners Hold 12.3% Stake
-----------------------------------------------------------------
Vital Fundco, LLC and Francisco Partners Agility GP II Management,
LLC disclosed in a Schedule 13G Report filed with the U.S.
Securities and Exchange Commission that as of June 10, 2024, they
beneficially owned 3,224,463 shares of Barnes & Noble's Common
Stock, representing 12.3% of the shares outstanding based upon
26,204,956 shares of the Company's common stock outstanding as of
June 10.
The securities are directly held by Vital FundCo. FP Agility GP II
Management is the management entity of Vital Fundco and in such
capacity may be deemed to beneficially own the reported
securities.
A full-text copy of Vital Fundco's SEC Report is available at
https://tinyurl.com/368zkb8h
About Barnes & Noble Education
Basking Ridge, New Jersey-based Barnes & Noble Education, Inc.
("BNED") is one of the largest contract operators of physical and
virtual bookstores for college and university campuses and K-12
institutions across the United States. It is one of the largest
textbook wholesalers, inventory management hardware and software
providers that operates 1,289 physical, virtual, and custom
bookstores and serve more than 5.8 million students, delivering
essential educational content, tools and general merchandise within
dynamic omnichannel retail environment.
The Company cautioned in its Quarterly Report on Form 10-Q for the
quarterly period ended January 27, 2024, that its losses and
projected cash needs, combined with its current liquidity levels
and the maturity of its Credit Facility, which becomes due on
December 28, 2024, raise substantial doubt about its ability to
continue as a going concern.
BENGAL DEBT: CIM Real Marks $500,000 Loan at 18% Off
----------------------------------------------------
CIM Real Assets & Credit Fund has marked its $500,000 loan extended
to Bengal Debt Merger SUB, LLC to market at $409,843 or 82% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in CIM Real's Amended Form N-CSR for the fiscal year
ended March 31, filed with the Securities and Exchange Commission.
CIM Real is a participant in a Term Loan to Bengal Debt Merger SUB,
LLC. The loan accrues interest at a rate of 11.49% (3M SOFR+6.000%)
per annum. The loan matures on January 24, 2030.
CIM Real is a Delaware statutory trust, is a non-diversified,
closed-end management investment company, registered under the
Investment Company Act of 1940, as amended. The Fund engages in a
continuous offering of shares and operates as an interval fund that
offers to make quarterly repurchases of shares at net asset value.
The Fund's fiscal year ends September 30.
CIM Real is led by Chief Executive Officer & Trustee, David
Thompson; and Barry N. Berlin, Chief Financial Officer & Treasurer.
The Fund can be reached through:
David Thompson
Chief Executive Officer
CIM Real Assets & Credit Fund
4700 Wilshire Boulevard
Los Angeles, California 90010
BETTERCLOUD INC: Cliffwater CL Marks $44.2MM Loan at 18% Off
------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $44,219,927
loan extended to BetterCloud, Inc to market at $36,316,136 or 82%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater CL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
BetterCloud, Inc. The loan accrues interest at a rate of 12.59%,
6.25% Payment In Kind (SOFR+100) per annum. The loan matures on
June 30, 2028.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Bettercloud, Inc. is a New York based software vendor that creates
SaaS management Software.
BIO-KEY INTERNATIONAL: Narrows Net Loss to $510,285 in Q1 2024
--------------------------------------------------------------
BIO-key International, Inc. announced results for its first quarter
ended March 31, 2024 (Q1'24).
For the Q1'24, the Company reported revenues of $2.2M were in line
with similarly strong Q1'23 revenues. The current-year period was
positively impacted by the expanded use of BIO-key's biometric
client identification system by a long-time financial services
customer in South Africa. One large order from this customer in
Q1'24 was the primary driver of a 23.6% increase in license fee
revenues, offset by a decline in recurring and custom services and
hardware revenue. Services revenue decreased due to the loss of one
large service agreement and the absence of a large customer for
Swivel Secure customizations and upgrades, which had occurred in
Q1'23.
Gross profit grew over 100% to $1.9M in Q1'24 from $0.9M in Q1'23,
reflecting the impact of $0.5M hardware reserve in Q1'23, as well
as higher software license fee costs in Q1'23 related to royalty
payments resulting from higher sales of our third-party Swivel
Secure offerings. As a result, gross profit margin improved to 86%
in Q1'24 vs. 40% in Q1'23, which includes a hardware reserve
expense. Q1'24 gross margin also increased due to a revenue mix
that included more high-margin license fee revenue.
Total operating expenses were reduced by approximately $0.2M or 9%,
to $2.4M in Q1'24 from $2.6M in Q1'23, due to lower selling,
general and administrative costs (SG&A) and lower research,
development and engineering expenses (RD&E). SG&A decreased
$148,759 (8%) to $1.8M in Q1'24, due to reductions in
administration, sales personnel costs and marketing show expenses,
including lower lease expense for our NJ headquarters versus Q1'23,
partially offset by higher audit and reporting expenses. In Q3 of
2023, we were able to downsize our corporate headquarters, as many
of our team now work remotely, which benefitted Q1'24 vs. Q1'23.
RD&E also declined by $82,638 (12%) to $607,521, due to reductions
in personnel, related benefits and outside services expenses.
Reflecting revenue strength and lower operating costs, BIO-key
trimmed its net loss by 70% to $510,285, or $0.32 per share, in
Q1'24 from $1.7M, or $3.51 per share, in Q1'23.
At March 31, 2024, BIO-key had current assets of approximately
$2.3M, including $690,449 of cash and cash equivalents, $710,026 of
net accounts receivable and due from factor, and $440,194 of
inventory.
Other Recent Software Deployments:
* Fargo, ND and Junction City, KS Chose PortalGuard with
Biometric Authentication
* Bridgetown, Barbados Credit Union Selected PortalGuard with
Biometrics for Shared Workstations
BIO-key CEO, Mike DePasquale commented, "BIO-key delivered solid
progress in Q1'24, achieving positive cash flow from operations in
the period, on revenue of $2.2M, representing a 19.5% increase over
Q4'23 and roughly flat with the year-ago period. The current-year
period benefitted from the expanded deployment of BIO-key's
biometric client identification system used by a long-standing
financial services client. We also further trimmed operating
expenses during Q1'24, contributing to our improved bottom-line
performance.
"We remain focused on driving revenue growth and progressing our
business to profitability and positive cash flow over the next
several quarters. We are encouraged by the traction building within
our global Channel Alliance Partner program and with the
larger-scale customer dialogues in which we are engaged through our
in-house direct sales effort. We believe the cybersecurity
landscape continues to provide a compelling backdrop for our
company, as we expect it will generate increased demand for secure,
zero-trust Identity and Access Management solutions that are the
core of our offerings.
"Tailwinds that we expect to support our growth include a growing
proportion of enterprises that are moving IT infrastructure to the
cloud as well as increasingly stringent regulatory standards as
well as cyber insurance underwriting requirements, much of which
are now mandating multi-factor authentication or passwordless
security solutions that BIO-key is well positioned to provide on a
very competitive basis.
"We are also very bullish on the growth potential for passkey
authentication this year and going forward. We entered this market
with the recent launch of Passkey:YOU – BIO-key's unique
passwordless authentication solution that leverages our strength in
biometric security to deliver secure passkeys without the use of
phones or hardware tokens.
"We continue to pursue large enterprise opportunities through our
direct sales channel, looking to build on recent successes in this
area. We are also working to support our global channel partners in
developing new customer opportunities to further build our end-user
base. Our efforts have forged a growing base of high-margin
annually recurring revenues (ARRs) and believe there is substantial
potential to grow our ARR base moving forward. At the same time, we
will continue to pursue cost reduction opportunities to accelerate
our path to profitability and positive cash flow. We are also
working to identify potential strategic opportunities to leverage
our growing global base of customers to accelerate shareholder
value creation. For these and other reasons, we believe BIO-key is
well-positioned for the future."
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/yc3vydh5
About BIO-key
Holmdel, N.J.-based BIO-key International, Inc., founded in 1993,
develops and markets proprietary fingerprint identification
biometric technology and software solutions enterprise-ready
identity access management solutions to commercial, government and
education customers throughout the United States and
internationally. The Company was a pioneer in developing automated,
finger identification technology that supplements or compliments
other methods of identification and verification, such as personal
inspection identification, passwords, tokens, smart cards, ID
cards, PKI (public key infrastructure), credit cards, passports,
driver's licenses, OTP or other form of possession or
knowledge-based credentialing.
As of December 31, 2023, the Company had $4,517,035 in total
assets, $3,453,470 in total liabilities, and $1,063,565 in total
stockholders' equity.
Henderson, Nev.-based Bush & Associates CPA LLC, the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated June 5, 2024, citing that the Company has suffered
substantial net losses and negative cash flows from operations in
recent years and is dependent on debt and equity financing to fund
its operations, all of which raise substantial doubt about the
Company's ability to continue as a going concern.
BLACK OPS: Bankruptcy Administrator Unable to Appoint Committee
---------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina disclosed in a filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
Black Ops Construction, LLC.
About Black Ops Construction
Black Ops Construction, LLC is a family-owned and operated fence
company in Fayetteville, N.C., offering full-service residential
and commercial fencing. It provides an array of fencing from wood,
aluminum, vinyl, chain-link, farm, pool, privacy fencing, and
more.
Black Ops Construction filed its voluntary petition for Chapter 11
protection (Bankr. E.D.N.Y. Case No. 24-01713) on May 22, 2024,
with $902,742 in assets and $1,693,083 in liabilities. April
Merrill, manager of Black Ops Construction, signed the petition.
Judge Joseph N. Callaway oversees the case.
Paul D. Bradford, PLLC serves as the Debtor's legal counsel.
BOBS STORES: Case Summary & Six Unsecured Creditors
---------------------------------------------------
Debtor: Bobs Stores USA LLC
160 Corporate Ct
Meriden, CT 06450
Business Description: The Debtor retails apparels and footwear.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-11388
Judge: Hon. Mary F. Walrath
Debtor's Counsel: Maria Aprile Sawczuk, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
501 Silverside Road
Suite 65
Wilmington, DE 19809
Tel: 302-444-6710
Fax: 302-444-6709
Email: marias@goldmclaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by David Barton, authorized representative
Bob's EMS Holdings LLC, manager of Debtor's Sole Member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/NDSU5FA/Bobs_Stores_USA_LLC__debke-24-11388__0001.0.pdf?mcid=tGE4TAMA
BRENDAN GOWING: Chris Quinn Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 7 appointed Chris Quinn as Subchapter V
trustee for Brendan Gowing, Inc.
Mr. Quinn 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. Quinn declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Chris Quinn
26414 Cottage Cypress Lane
Cypress, TX 77433
Phone: 713-498-8500
Email: chris.quinn2021@outlook.com
About Brendan Gowing
Brendan Gowing, Inc. owns and operates a wedding venue located at
3600 Michaux St., Houston, Texas, having a current value of $5.8
million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-32631) on June 4,
2024, with $5,805,050 in assets and $5,960,445 in liabilities.
Brendan Gowing, president, signed the petition.
Judge Eduardo V. Rodriguez presides over the case.
Robert C. Lane, Esq., at The Lane Law Firm represents the Debtor as
bankruptcy counsel.
BURGESS BUNGALOW: Court OKs Appointment of Chapter 11 Trustee
-------------------------------------------------------------
Judge Sarah Hall of the U.S. Bankruptcy Court for the Western
District of Oklahoma approved the appointment of Jim Parrack as
Chapter 11 trustee for Burgess Bungalow, LLC.
The appointment comes upon the application filed by Ilene
Lashinsky, the U.S. Trustee for Region 14, to appoint a bankruptcy
trustee to take over the company's Chapter 11 case.
Mr. Parrack disclosed in a court filing that he is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
A copy of the appointment order is available for free at
https://urlcurt.com/u?l=lzGozI from PacerMonitor.com.
About Burgess Bungalow
Burgess Bungalow, LLC, a company in Guthrie, Okla., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Okla. Case No. 24-10840) on April 1, 2024, with up to $50,000
in assets and up to $10 million in liabilities. Calvin Burgess,
managing member, signed the petition.
Judge Sarah A. Hall oversees the case.
Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey
& Tippens, PC serves as the Debtor's legal counsel.
CANO HEALTH: Files Plan Supplement in Bankruptcy Court
------------------------------------------------------
Cano Health, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on June 14, 2024, the
Company and certain of its direct and indirect subsidiaries,
collectively, the "Debtors" filed a supplement to the Plan with the
Bankruptcy Court. The Plan Supplement includes certain documents
related to the Plan and referenced therein, including, among other
things, the:
(i) forms of Senior Executive Employment Agreements,
(ii) Management Incentive Plan Term Sheet,
(iii) Governance Term Sheet,
(iv) current form of Litigation Trust Agreement,
(v) form of GUC Warrant Agreement, (vi) form of Exit Credit
Agreement, and
(vii) schedules of retained causes of action, rejected
contracts, assumed contracts.
A full text copy of the Plan Supplement is available at
https://tinyurl.com/7yydvcfb
About Cano Health Inc.
Cano Health, Inc., and its affiliates are independent primary care
physician group.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February
4, 2024. In the petitions signed by Mark Kent, authorized
signatory, the Debtors disclosed $1,211,931,000 in assets and
$1,471,032,000 in liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Weil, Gotshal
& Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart &
Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as
investment banker; and AlixPartners, LLP as financial advisor.
Kurtzman Carson Consultants, LLC is the claims, notice and
solicitation agent.
Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones,
LLP represent the ad hoc first lien group while ArentFox Schiff,
LLP represents Wilmington Savings Fund Society, FSB, the DIP
agent.
Credit Suisse AG, Cayman Islands Branch, serves as administrative
agent and collateral agent, under the Credit Agreement. Freshfields
Bruckhaus Deringer US, LLP is counsel to the agent.
JPMorgan Chase Bank, N.A., serves as administrative agent and
collateral agent under the Side-Car Credit Agreement. It is
represented by Proskauer Rose, LLP.
Daniel McMurray was appointed as the patient care ombudsman in
these Chapter 11 cases. He tapped Neubert Pepe & Monteith PC and
Klehr Harrison Harvey Branzburg, LLP as his counsel.
CARETRUST REIT: Moody's Hikes CFR to Ba1, Outlook Remains Stable
----------------------------------------------------------------
Moody's Ratings upgraded the Corporate Family Rating of CareTrust
REIT, Inc. to Ba1 from Ba2. The Speculative Grade Liquidity (SGL)
rating was upgraded to SGL-1 from SGL-2. Moody's also upgraded the
backed senior unsecured rating of its main operating subsidiary,
CTR Partnership, L.P., (collectively "CareTrust") to Ba1 from Ba2.
The outlook for both entities remains stable.
The ratings upgrade reflects CareTrust's strong credit metrics and
demonstrated commitment to maintaining a conservative financial
policy as it executes growth. The REIT has accelerated its pace of
acquisitions over the past eighteen months, relying on free cash
flow and substantial common equity issuance to fund these
investments. The upgrade also reflects CareTrust's steady operating
performance and strong financial flexibility that will facilitate
its continued growth and diversification.
The stable outlook reflects Moody's expectation that CareTrust will
continue to grow and diversify its tenant base, while maintaining a
conservative financial profile.
The upgrade to SGL-1 from SGL-2 reflects CareTrust's positive free
cash flow, lack of near-term debt maturities, and fully available
$600 million credit revolver. CareTrust's strong liquidity profile
is also supported by its large cash balances, which provides
another source of funding for new investments.
RATINGS RATIONALE
CareTrust's Ba1 CFR reflects the long-term, triple-net structure of
its healthcare lease investments which supports stable cash flows.
The REIT also benefits from sound rent coverage (EBITDAR/rent)
across most of its leases, which indicates that its tenants are
well-positioned to meet rent payments. Additional credit strengths
include CareTrust's low leverage, strong fixed charge coverage, and
ample liquidity.
Key credit challenges include CareTrust's small size, meaningful
tenant concentration, and volatility associated with the skilled
nursing facilities (SNFs) and senior living operations underlying
its triple-net lease investments. In particular, CareTrust's large
SNF exposure is a credit concern as this sub-segment of healthcare
is highly reliant on government Medicare and Medicaid programs
which are volatile payment sources that can meaningfully impact
tenant health. SNFs are also vulnerable to regulatory risks, which
tend to have a correlated impact on tenants across the sector.
CareTrust's solid rent coverage metrics are an important risk
mitigant, indicating that its tenants are generally well-positioned
to withstand potential sector volatility and continue fulfilling
their rent obligations. CareTrust's EBITDAR rent coverage was 2.18x
for trailing twelve months (TTM) ended fourth quarter 2023, up from
2.08x for TTM first quarter 2020 (pre-COVID). Rent coverage was
even stronger for the REIT's top ten tenants at 2.26x for TTM
fourth quarter 2023. Moreover, The Ensign Group (34% of rent),
maintains exceptionally strong rent coverage of 3.28x. Ensign's
high rent coverage, public company status, and resilient operating
performance through the pandemic are important considerations
mitigating the tenant concentration risk.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade would reflect stable operating performance, as
evidenced by improving rent coverage trends. Increased size, with
gross assets exceeding $4 billion, and improved tenant
diversification would also be needed for an upgrade. In addition,
CareTrust would need to maintain a strong financial profile, with
net debt to EBITDA below 4.5x and fixed charge coverage above 5x.
A ratings downgrade would likely reflect operating challenges as
evidenced by declining rent collections or rent coverage metrics.
Net debt to EBITDA approaching 6x or fixed charge coverage below
3.5x would also lead to a ratings downgrade.
CareTrust REIT, Inc. is a real estate investment trust,
headquartered in San Clemente, California, that specializes in the
ownership of triple-net leased healthcare facilities throughout the
United States. The company's owned and leased assets include a
portfolio of skilled nursing, senior housing, independent living,
and multi-service campus real estate properties.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in February 2024.
CEMTREX INC: Falls Short of Nasdaq Minimum Bid Price Requirement
----------------------------------------------------------------
Cemtrex, Inc. disclosed in Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on June 14, 2024, the
Company received a notification letter from the Listing
Qualifications Department of The Nasdaq Stock Market LLC notifying
the Company that, because the closing bid price for the Company's
common stock listed on Nasdaq was below $1.00 for 30 consecutive
trading days, the Company no longer meets the minimum bid price
requirement for continued listing on The Nasdaq Capital Market
under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid
price of $1.00 per share.
The notification has no immediate effect on the listing of the
Company's common stock. In accordance with Nasdaq Marketplace Rule
5810(c)(3)(A), the Company has a period of 180 calendar days from
the date of notification, or until December 11, 2024, to regain
compliance with the Minimum Bid Price Requirement. If at any time
before December 11, 2024, the bid price of the Company's common
stock closes at or above $1.00 per share for a minimum of 10
consecutive business days, Nasdaq will provide written notification
that the Company has achieved compliance with the Minimum Bid Price
Requirement.
The notification letter also disclosed that in the event the
Company does not regain compliance with the Minimum Bid Price
Requirement by December 11, 2024, the Company may be eligible for
additional time. To qualify for additional time, the Company would
be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing
standards for The Nasdaq Capital Market, with the exception of the
bid price requirement, and would need to provide written notice of
its intention to cure the deficiency during the second compliance
period, by effecting a reverse stock split, if necessary. If the
Company meets these requirements, Nasdaq will inform the Company
that it has been granted an additional 180 calendar days to regain
compliance. However, if it appears to the staff of Nasdaq that the
Company will not be able to cure the deficiency, or if the Company
is otherwise not eligible, the Staff would notify the Company that
its securities will be subject to delisting. In the event of such
notification, the Company may appeal the Staff's determination to
delist its securities, but there can be no assurance the Staff
would grant the Company's request for continued listing.
The Company intends to continue actively monitoring the bid price
for its common stock between now and December 11, 2024 and will
consider available options to resolve the deficiency and regain
compliance with the Minimum Bid Price Requirement.
About Cemtrex
Cemtrex, Inc. was incorporated in 1998 in the state of Delaware and
has evolved through strategic acquisitions and internal growth into
a multi-industry company. During the first quarter of fiscal year
2023, the Company reorganized its reporting segments to be in line
with its current structure consisting of (i) Security, (ii)
Industrial Services, and (iii) Cemtrex Corporate.
Jericho, New York-based Grassi & Co, CPAs, P.C., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated Dec. 28, 2023, citing that the Company has sustained
net losses and has significant short-term debt obligations, which
raise substantial doubt about its ability to continue as a going
concern.
CHICKEN SOUP: Faces Board Removal Action by Majority Stockholder
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Chicken Soup for the Soul Entertainment, Inc. disclosed in a Form
8-K Report filed with the U.S. Securities and Exchange Commission
that on June 11, 2024, the Company was notified that the holder of
more than 75% of the voting power represented by the Company's
outstanding Class A and Class B common stock had acted by written
consent under the Delaware General Corporation Law to remove
without cause all members of the Company's board of directors and
the board of directors or board of managers of each subsidiary of
the Company, other than William J. Rouhana, Jr.
Under Section 141(k) of the Delaware General Corporation Law, "any
director or the entire board may be removed, with or without cause,
by the holders of a majority of the shares then entitled to vote at
an election of directors" except in limited cases.
About Chicken Soup
Chicken Soup for the Soul Entertainment, Inc. provides premium
content to value-conscious consumers. The Company is one of the
largest advertising-supported video-on-demand (AVOD) companies in
the US, with three flagship AVOD streaming services: Redbox,
Crackle and Chicken Soup for the Soul. In addition, the Company
operates Redbox Free Live TV, a free ad-supported streaming
television (FAST) service with nearly 170 channels as well as a
transactional video-on-demand (TVOD) service, and a network of
approximately 27,800 kiosks across the U.S. for DVD rentals. To
provide original and exclusive content to its viewers, the Company
creates, acquires, and distributes films and TV series through its
Screen Media and Chicken Soup for the Soul TV Group subsidiaries.
The Company's best-in-class ad sales organization is known to
advertisers as Crackle Connex, a sales platform of unique scale and
differentiated reach. Across Redbox, Crackle, Chicken Soup for the
Soul and Screen Media, the Company has access to over 50,000
content assets, with over 60,000 programming hours. Chicken Soup
for the Soul Entertainment is a subsidiary of Chicken Soup for the
Soul, LLC, which publishes the famous books series and produces
super-premium pet food under the Chicken Soup for the Soul brand
name.
New York, New York-based Rosenfield and Company, PLLC, the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated April 19, 2024, citing that the
Company has suffered significant losses from operations and has a
net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.
CMC ELECTRIC: Bankruptcy Administrator Unable to Appoint Committee
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The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina disclosed in a filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
CMC Electric, LLC.
About CMC Electric
CMC Electric, LLC offers electrical services, including landscape
lighting and smart home installations. In addition, it also offers
whole-home electrical installation and repair replacement and
generator service and installation.
CMC Electric filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-01532) on
May 7, 2024, with $246,959 in assets and $1,271,550 in liabilities.
The petition was signed by Christopher M. Conrad as member.
Judge Pamela W. Mcafee presides over the case.
Danny Bradford, Esq. at Paul D. Bradford, PLLC represents the
Debtor as legal counsel.
CONGREGATION GINZEI: Case Summary & One Unsecured Creditor
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Debtor: Congregation Ginzei Josef
Yitzchok Rosenbaum
1315 Avenue P
Brooklyn, NY 11229
Business Description: The Debtor is a tax-exempt a religious
organization in Brooklyn, New York. It owns
two properties in Brooklyn, NY valued at
$1.35 million in total.
Chapter 11 Petition Date: June 19, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-42574
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Charles A Higgs, Esq.
THE LAW OFFICE OF CHARLES A. HIGGS
2 Depot Plaza First Floor, Office 4
Bedford Hills NY 10507
Tel: (917) 673-3768
Email: Charles@FreshStartEsq.com
Total Assets: $1,350,500
Total Liabilities: $1,555,336
The petition was signed by Rabbi Yitzchok Rosenbaum as authorized
representative of the Debtor.
The Debtor listed TD Bank located at 1701 Route 70 East, Cherry
Hill, NJ 08034, as its sole unsecured creditor holding a claim of
$206,336.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/JZOQWNQ/Congregation_Ginzei_Josef__nyebke-24-42574__0001.0.pdf?mcid=tGE4TAMA
CORNERSTONE PSYCHOLOGICAL: Quality of Care Maintained, PCO Reports
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Deborah Fish, the patient care ombudsman, filed with the U.S.
Bankruptcy Court for the Northern District of Ohio her first report
regarding the quality of patient care provided by Cornerstone
Psychological & Counseling Serves of Northeast Ohio, LLC.
In her report which covers the period May 21 to 24, 2024, the PCO
had telephone conferences and email communications with Ken
Filbert, owner-president, and Peter Tsarnas, counsel for the
Debtor. Additionally, on May 23,2024 the PCO conducted site visits
at each of the Debtors three locations.
The PCO confirmed that each clinician/therapist holds a valid
license in the State of Ohio. It should be noted that as a result
of the filing some therapists resigned (this is not unusual), and
the Debtor has since hired two new therapists who are currently in
the on-boarding process and will be seeing patients soon.
Additionally, the PCO have been advised that, if needed, a number
of the therapists agreed to accept additional patients.
Accordingly, the PCO believes that the Debtor's staffing is
sufficient to properly respond to new and current patient needs.
The PCO confirmed that patients have easy access to the
administrative staff and therapists via, phone, email and 8x8 Phone
App. The PCO have confirmed the Debtor timely responds to calls
both during and after hours. The PCO have also confirmed that the
Debtor has secured email and phone app platforms for patients,
therapists and staff.
The PCO concluded that the quality of patient care provided to
patients of has been maintained and has not declined since the
filing.
The ombudsman may be reached at:
Deborah L. Fish
Allard & Fish PC
211 West Fort Street
Suite 705
Detroit, MI 48226
About Cornerstone Psychological
& Counseling Services
Cornerstone Psychological & Counseling Services of Northeast Ohio,
LLC filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50367) on March 14,
2024, with up to $50,000 in assets and up to $10 million in
liabilities.
On March 15, 2024, the case was reassigned to the Canton location
of the U.S. Bankruptcy Court for the Northern District of Ohio and
was assigned a new case number (Case No. 24-60311). Judge Tiiara NA
Patton oversees the case.
Peter Tsarnas, Esq., at Gertz and Rosen, Ltd., represents the
Debtor as legal counsel.
CORUS ENTERTAINMENT: S&P Downgrades ICR to 'B-', Outlook Negative
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S&P Global Ratings lowered its issuer credit rating on
Toronto-based, diversified integrated media and content company
Corus Entertainment Inc. two notches to 'B-' from 'B+'. At the same
time, S&P lowered its issue-level ratings on the company's senior
secured term loan to 'B+' from 'BB'; the '1 recovery rating is
unchanged. S&P also lowered its issue-level rating on Corus'
unsecured debt to 'B-' from 'B+', and revised its recovery rating
on the debt to '4' from '3', reflecting a downward revision to
Corus' enterprise value at default. In addition, S&P revised its
financial risk profile on Corus to highly leveraged from
aggressive.
The negative outlook reflects the overarching risks associated with
the loss of Corus' certain Warner Bros. Discovery programming
content.
The loss of certain programming and trademark arrangements with
Warner Bros. Discovery will hurt Corus' 2025 revenues and EBITDA.
On June 7, Corus announced that some of the programming and
trademark arrangements will not be renewed by Warner Bros.
Discovery upon their expiry on Dec.31. 2024 specifically related to
Warner Bros. Discovery's five specialty channels in Canada: HGTV
Canada, Food Network Canada, Magnolia Network, Oprah Winfrey
Network, and Cooking Channel Canada. The channels generated C$155
million in regulated revenues and C$50 million-C$55 million in
regulated EBITDA in 2022, excluding the potential impact from other
digital platforms. Specifically, two out of the five channels (HGTV
and Food Network) are highly profitable and were larger
contributors to these channel revenues and EBITDA. This has
happened against a backdrop of challenging secular headwinds where
linear TV advertising and subscriber revenues are declining due to
industrywide cord-cutting and cord-shaving trends. S&P said, "We
anticipate the loss of programming and trademarks for these
high-margin channels will pressure Corus' operating results in
fiscal 2025 and beyond. Specifically, Corus could experience a
sharper decline in advertising revenues and a faster pace of
subscriber erosion. Furthermore, we envision a greater degree of
uncertainty as to how this development will affect subscribers on
Corus' over the top digital platforms such as StackTV."
S&P said, "As a result, we forecast a low double-digit percentage
drop in advertising and overall revenues for fiscal 2025 (ending
Aug. 31, 2025) compared with single-digit percentage growth in our
previous forecast. We expect a sharper (over 15%) decline in
absolute EBITDA and EBITDA margin pressure (even after factoring in
cost-saving mitigants) relative to our previous forecast of EBITDA
growth for 2025. Because of lower EBITDA, we expect the
debt-to-EBITDA ratio will increase above 5x, which is meaningful
deterioration from our previous forecast of about 3x. We also
forecast free operating cash flow (FOCF) will be meaningfully lower
at about C$25 million-C$30 million compared with our previous
expectation of C$80 million-C$85 million.
"Corus depends on favorable business conditions to contain revenue
and EBITDA losses. To mitigate the adverse effects of the
nonrenewal of the programming arrangements, we expect that Corus
will rebrand certain channels, as the company continues to hold the
licenses to these. This could limit the extent of revenue, EBITDA,
and margin deterioration since Corus could potentially reuse some
of its proprietary content in these new rebranded channels. That
said, we envision heightened risks around the success and timing of
channel rebranding. We acknowledge Corus' leading position in
Canada and the strength of the company's channels, particularly
Global TV. However, against the backdrop of an intensely
competitive environment, these initiatives might not be sufficient
to contain subscriber losses and advertising declines on both the
linear and digital platforms. Therefore, in our view, Corus is
dependent on favorable conditions to contain its revenue and EBITDA
losses.
"Liquidity cushion is adequate for the very near term. We expect
Corus will incur meaningful cash spending on film and TV content as
production returns to normal levels in fiscal 2025 post the
resolution of actors' and writer's guild strike. The company will
modestly benefit from lower spending towards programming of public
interest (relief provided by Canadian Radio-television and
Telecommunications Commission on May 14) and also some government
subsidies to news providers could flow through to Corus. However,
sharply lower EBITDA blunts the impact of these benefits.
Therefore, we forecast fiscal 2025 FOCF will be meaningfully lower,
albeit positive, relative to our previous forecasts, a factor that
could delay the company's deleveraging plans and reduce liquidity.
As of the second quarter ended Feb. 29, 2024, Corus has C$61
million of cash on balance sheet and undrawn availability of about
C$200 million under its revolving credit facility (RCF). These
sources should provide liquidity cushion in the near term. However,
we highlight the risks that should the leverage ratio deteriorate
through the next few quarters, the company's ability to borrow
under its RCF will be subject to headroom under its covenants.
Therefore, we estimate that absent covenant negotiations and
relief, Corus might not be able to access its RCF fully beyond
February 2025."
The negative outlook reflects the overarching risks associated with
the loss of Corus' certain Warner Bros. Discovery programming
content. The outlook encompasses the risk that Corus could face
accelerated revenue and EBITDA losses over the next 12 months
because of a sharper decline in advertising revenues and greater
subscriber attrition. In addition, this loss in programming could
pressure its other business segment. The outlook also reflects
S&P's view that lower EBITDA could tighten covenant cushion lead to
weakening FOCF, thereby cause potential liquidity erosion.
S&P could lower the ratings if:
-- Corus' revenues and EBITDA deteriorate faster than S&P's
expectations owing to a combination of loss of programming rights
and industry secular pressures.
-- EBITDA weakness led to FOCF deficits and liquidity erosion such
that S&P viewed the capital structure as unsustainable and
perceived the risk of debt exchange as imminent.
-- Although unlikely in the near term, S&P could revise the
outlook to stable if Corus is able to execute its channel
rebranding strategies and moderate its revenues and EBITDA losses.
CROSSROADS HOLDING: Cliffwater CL Marks $13.9MM Loan at 22% Off
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The Cliffwater Corporate Lending Fund has marked its $13,967,170
loan extended to Crossroads Holding, LLC to market at $10,904,126
or 78% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in Cliffwater CL's Amended Form N-CSR for
the fiscal year ended March 31, filed with the Securities and
Exchange Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
Crossroads Holding, LLC. The loan accrues interest at a rate of
12.69% (2.00%Payment In Kind) (SOFR+575) per annum. The loan
matures on December 23, 2027.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
North Carolina-based Crossroads Holding LLC provides outpatient
care services.
DELTA APPAREL: To Suspend Honduras Operations Amid Liquidity Crisis
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Delta Apparel, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company committed
to a plan to formally suspend its manufacturing operations in
Honduras due to ongoing liquidity challenges. This plan follows the
wind-down of the Company's manufacturing operations in Mexico
earlier this year, and the Company's strategic decision to no
longer emphasize Delta Activewear's Global Brands channel, as
previously disclosed. The Company continues to seek to sell its El
Salvador manufacturing operations servicing that channel, as
previously disclosed.
The suspension of the Company's manufacturing operations in
Honduras is expected to impact approximately 2,413 employees and is
expected to remain in effect for at least 120 days as the Company
explores strategic initiatives involving its offshore manufacturing
operations, which may include a sale or a permanent wind-down of
all such operations. The Company expects to finalize its plan
regarding its offshore manufacturing operations and substantially
complete its implementation within 120 days. The final costs and
cash expenditures relating to such plan will not be known until all
related activities have been completed. The Company expects to
incur:
(i) restructuring charges attributable to net cash payments
primarily for employee-related benefits, the amount of which will
depend in part on the duration of the suspension of operations,
(ii) potential facility closure costs, and
(iii) other restructuring costs and future cash expenditures,
the amounts of which the Company is currently unable to estimate at
the time of the Current Report on Form 8-K. Such restructuring
charges are expected to be incurred beginning in the third quarter
of fiscal year 2024.
The costs and charges described above are subject to a number of
assumptions and risks, and actual results may differ materially
from such estimates. The Company may also incur other charges,
costs, future cash expenditures or impairments not currently
contemplated due to events that may occur as a result of, or in
connection with, the above-referenced plan.
As previously disclosed in its Quarterly Report on Form 10-Q filed
with the SEC on May 9, 2024, the Company has been keenly focused on
evaluating its business strategies and managing its working capital
and costs in light of significant market, operational and liquidity
challenges, including, among others:
* the Company's deteriorating liquidity position, including
its limited cash and cash equivalents and its inability to date to
raise additional capital or otherwise obtain necessary liquidity to
have sufficient resources to fund its operations, which continues
to prevent it from purchasing all of the yarn, dyes, chemicals and
other production inputs required to supply its manufacturing
facilities and allow them to run at the levels required to meet its
business plans;
* significant reductions in demand across certain of the
Company's business units during fiscal year 2023 and the beginning
of fiscal year 2024, which has impacted the Company's operating
results and financial position; and
* the Company's continued non-compliance with certain
covenants in its U.S. asset-based revolving credit facility, which
constitutes a breach of that agreement and an event of default that
remains uncured at the time of this Report.
The plan to suspend the Company's manufacturing operations in
Honduras was commenced as a result of the ongoing liquidity
challenges discussed above, among other factors. The Company's
deteriorating liquidity position and lack of funding has continued
to prevent it from purchasing raw materials necessary to operate
its offshore manufacturing facilities and to pay compensation and
benefits due to offshore employees. As previously disclosed, the
Company also continues to explore the potential sale of its Salt
Life business and continues to evaluate all strategic options and
alternatives with its legal and financial advisors.
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.
EDUCATIONAL DEVT: Amends Credit Agreement, Plans Headquarters Sale
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Educational Development Corporation disclosed that on June 13,
2024, the Company executed the Fifth Amendment to the Existing
Credit Agreement with BOKF, NA. The Amendment, effective May 31,
2024, adjusts the maximum availability of the Revolving Loan
commitment to $7 million through the maturity date of October 4,
2024. The Amendment also requires an additional decrease in the
Revolving Loan to $4.5 million from the effective date of the sale
of the Company's Headquarters building.
On June 12, 2024 the Company announced the executed Commercial Real
Estate Contract with Rockford Holdings for the sale of the
Company's headquarters and distribution warehouse located at
5400-5402 South 122nd East Avenue, Tulsa, Oklahoma 74146. The
Contract is expected to be completed by September 12, 2024.
Per Craig White, President and Chief Executive Officer, "We are
pleased with the execution of this amendment as it continues to
provide borrowing capacity on our line of credit with our bank. The
period of the extension of the Revolving Loan through October 4th,
2024 is aligned with the expected timeframe for closing on the sale
of the Hilti Complex."
Mr. White continued, "The funds received from the sale of the Hilti
Complex are expected to completely pay off the borrowings under the
Revolver and Term Loans outstanding with our Lender. Having an
available line of $4.5 million, following the close, ensures we
have sufficient support to continue operations as we focus on
returning to profitability."
About Educational Development Corp
Tulsa, Okla.-based Educational Development Corp is the owner and
exclusive publisher of Kane Miller children's books; Learning
Wrap-Ups, maker of educational manipulatives; and SmartLab Toys,
maker of STEAM-based toys and games. It is also the exclusive
United States Multi-Level Marketing distributor of Usborne
Publishing Limited children's books. Significant portions of our
existing inventory volumes are concentrated with Usborne.
Educational Development Corp sells its products through two
separate divisions, PaperPie and Publishing.
As of February 29, 2024, the Company has $90.1 million in total
assets, $44.7 million in total liabilities, and total shareholders'
equity of $45.5 million.
The Company previously cautioned that the short-term duration of
its Revolving Loan and uncertainty of the bank's ongoing support
beyond May 31, 2024, along with recurring operating losses and
other items, raise substantial doubt over the Company's ability to
continue as a going concern. Management had plans to sell the Hilti
Complex and pay off the Term Loans and Revolving Loan. The proceeds
from the sale are expected to generate sufficient cashflow to allow
the Company to continue operations with limited borrowings. The
Company expects these borrowings to be available through local
banks or other financing sources. Additionally, management plans to
reduce inventory, which will generate free cashflows, and building
the active PaperPie Brand Partners to pre-pandemic levels.
Tulsa, Okla.-based HoganTaylor LLP, the Company's auditor since
2005, stated in its report dated May 21, 2024, that the Company's
management has evaluated these conditions and concluded that its
plans have alleviated the substantial doubt about the Company's
ability to continue for at least the next 12 months.
* * *
This concludes the Troubled Company Reporter's coverage of
Educational Development Corp. until facts and circumstances, if
any, emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.
EIF CHANNELVIEW: Moody's Withdraws 'Ba1' Revolving Debt Rating
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Moody's Ratings has withdrawn the Ba1 rating on EIF Channelview
Cogeneration, LLC's revolving credit facility. The outlook prior to
the withdrawal was stable.
RATINGS RATIONALE
Moody's has decided to withdraw the rating for its own business
reasons.
PROFILE
EIF Channelview Cogeneration, LLC (EIF Channelview) owns an 851 MW
and -1.8 MM lbs/hr of steam, natural-gas fired, combined-cycle
cogeneration facility located in the Houston zone of ERCOT. The
project has been in commercial operation since 2002 and provides
both steam and power to the adjacent petrochemical facility,
Equistar, a subsidiary of LyondellBasell Industries N.V. (Baa2
stable), one of the world's largest independent petrochemical
companies. The project also serves the Houston zone of the ERCOT
market with baseload power and ancillary services. EIF
Channelview's indirect majority owner is EIF United States Power
Fund IV, a fund managed by Ares' Infrastructure Opportunities
Group.
ELDORADO GOLD: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
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Fitch Ratings has affirmed Eldorado Gold Corporation's (Eldorado
Gold) Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable
Outlook. Fitch has also affirmed Eldorado Gold's senior unsecured
notes at 'B+'/'RR4' and the secured revolver at 'BB+'/'RR1'.
The ratings reflect Eldorado Gold limited scale and concentration,
average cost position, average operating reserve life greater than
10 years, and execution and regulatory risks in Greece. The ratings
incorporate relatively low execution risk completing the Skouries
project given fairly low-cost committed financing, the company's
interest rate, exchange rate and metals price hedging activity, and
its solid liquidity.
The Stable Outlook reflects Fitch's expectations that Eldorado Gold
will maintain sufficient liquidity and annual gold production at an
average of over 500,000oz. while EBITDA leverage is sustained below
3.0x.
KEY RATING DRIVERS
Skouries Adds Scale/Copper: Successful completion of the Skouries
copper-gold project in Greece would improve the company's overall
cost position add scale and provide diversification through copper
exposure. Execution risk at Skouries appears limited given the
Amended Investment Agreement ratified by the Greek government in
March 2021 and that the project was 73% complete as of March 31,
2024. The company has committed debt financing for 80% of
construction expenditures at relatively favorable interest rates,
and Fitch expects liquidity to be sufficient to support completion
of the project.
The company expects construction at Skouries to cost approximately
USD920 million inclusive of the USD237 million spent through March
31, 2024, and to produce first copper-gold concentrate in 3Q25 with
commercial production at the end of 2025. The technical report from
Jan. 22, 2022 indicates a nine-year mine life for phase one and a
further 11 years for phase two, producing 140,000oz. of gold per
year and 67 million pounds of copper per year on average over the
life of the mine at cash costs in the low first quartile.
Skouries FCF, Structurally Subordinated: Due to the project's
financing and because the borrower of those loans is not a
guarantor of the Eldorado Gold debt, FCF from Skouries will be
structurally subordinated. Fitch expects that distributions will be
subject to an excess cash flow sweep while amounts are still
outstanding.
Competitive Cost Position: Fitch expects Eldorado Gold to maintain
an average cost position in the second quartile of the cost curve
through the forecast. The current high unit cash costs at Olympias
will likely moderate through 2024 with improved productivity.
The company's key Kisladag (Turkiye) mine was in the second
quartile of CRU International Limited's 2023 gold all-in sustaining
costs, as was Lamaque (Canada). Efemcukuru (Turkiye) was in the
third quartile and Olympias (Greece) was in the fourth quartile.
Kisladag accounted for 32%, Lamaque accounted for 36%, Efemcukuru
accounted for 18% and Olympias accounted for 14% of 2023 gold
production.
Gold Price Sensitivity: Fitch estimates a USD100/oz. drop in the
price of gold would reduce EBITDA by roughly USD50 million in 2024
as approximately 91% of revenue is derived from gold sales. The
rating case assumes gold prices at USD2,000/oz. in 2024 moderating
to USD1,500/oz. in 2027, compared with average realized gold prices
of USD1,822/oz. in 2020-2023 and USD2,086/oz. in 1Q24. Fitch
expects average annual EBITDA to average approximately USD450
million in 2024 and 2025 before increasing as Skouries achieves
commercial production.
DERIVATION SUMMARY
Eldorado Gold is similar in terms of annual production to gold
producer IAMGOLD Corporation (B-/Stable), although, IAMGOLD has
higher-cost mines, higher country risk and shorter reserve life at
currently operating mines. Eldorado Gold will have five operating
mines once Skouries is completed, compared with IAMGOLD's three
mines once Cote is complete.
Eldorado Gold is smaller and less diversified than copper, zinc and
precious metals producer Hudbay Minerals Inc. (BB-/Stable) but
larger and more diversified than copper producer Ero Copper Corp.
(B/Stable). Eldorado Gold has some operations in higher regulatory
risk jurisdictions compared with Hudbay and Ero Copper.
Operating reserve life in 2023 for Eldorado Gold was 15 years,
which compares favorably with most investment-grade-rated gold
mining peers. Eldorado Gold's cost position is similar to most
investment-grade gold mining peers.
Eldorado Gold's EBITDA leverage was 1.5x at March 31, 2024 compared
with metrics for IAMGOLD at 2.9x and Hudbay at 1.7x.
KEY ASSUMPTIONS
- SOFR at 5.20% in 2024, 4.20% in 2025, 3.40% in 2026 and 3.20% in
2027;
- Gold sales at 470,000/oz. in 2023, 515,000/oz. in 2024,
585,000/oz. in 2025, and 630,00/oz. in 2026;
- Gold prices at USD2,000/oz. in 2024, USD1,800/oz. in 2025,
USD1,600/oz. in 2026 and USD1,500/oz. thereafter, adjusted for
hedges;
- Copper prices at USD8,000/tonne in 2025 and USD7,500/tonne in
2026 and 2027, adjusted for hedges;
- EBITDA margins average 42%;
- Capex at USD729 million in 2024, USD550 million in 2025 and
USD260 million in each of 2026 and 2027;
- Skouries project financing drawn down with expected spending,
hedged as announced and amortized according to the agreement.
RECOVERY ANALYSIS
The recovery analysis assumes Eldorado Gold, exclusive of Hellas
Gold Single Member S.A., would be reorganized as a going-concern in
bankruptcy rather than liquidated. Fitch has assumed a 10%
administrative claim.
Its going-concern EBITDA assumption of USD110 million for Eldorado
Gold reflects the industry's move from top-of-the-cycle gold prices
to USD1,250/oz. and lower ore grades, leading to production at the
bottom of guidance, and excludes Skouries results, which would
stress the corporate capital structure. The going-concern EBITDA
estimate reflects its view of a sustainable, post-reorganization
EBITDA upon which the enterprise valuation (EV) is based.
Fitch typically uses EV multiples in the 4.0x-6.0x range for mining
companies, given the cyclical nature of commodity prices. Eldorado
Gold's 5.0x multiple, at the midpoint of the range, reflects its
relatively small size and average cost but higher country risk.
An EV of 5.0x EBITDA is applied to the going-concern EBITDA to
calculate a post-reorganization EV after an assumed 10%
administrative claim of USD495 million.
The USD250 million revolver is assumed to be fully drawn upon
default. The first-lien revolver loans are senior to the senior
unsecured notes.
The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' recovery for the USD250 million
first-lien revolver and a recovery corresponding to 'RR4' for the
senior unsecured notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Visibility into the completion of the Skouries;
- EBITDA leverage to be sustained below 2.3x;
- Average cost position maintained in second quartile of global
cost curve;
- Visibility into maintaining low-risk mines with an average
operating mine life greater than 10 years.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Expectations for EBITDA leverage sustained above 3.3x;
- Deviation from financial policy without a clear path toward
deleveraging during periods of heavy investment spending.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: Cash on hand was USD515 million and USD113 million
was available under the USD250 million senior secured RCF due in
2025, as of March 31, 2024. The revolver is used for an LOC
supporting the company's contributions to fund the Skouries
project. Fitch believes the RCF will increase to full availability
by the end of 2025 as contributions to Skouries proceed with
construction activities.
The facility has a net debt/EBITDA covenant maximum of 3.5x and an
interest coverage covenant of no less than 3.0x. Fitch expects
Eldorado Gold to continue to be in compliance with these
covenants.
ISSUER PROFILE
Eldorado Gold is a mid-tier, average cost, Canadian domiciled gold
and base metals producer operating four mines: Kisladag and
Efemcukuru located in western Turkiye, Lamaque in Canada, and
Olympias in northern Greece and the Skouries project in Greece.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Eldorado Gold
Corporation LT IDR B+ Affirmed B+
senior secured LT BB+ Affirmed RR1 BB+
senior unsecured LT B+ Affirmed RR4 B+
ENSEMBLE RCM: Moody's Rates New $814MM First Lien Term Loan 'B2'
----------------------------------------------------------------
Moody's Ratings affirmed Ensemble RCM, LLC's existing senior
secured debt facilities (including a first lien term loan and a
first lien revolving credit facility) at B2 and assigned a B2
rating to the proposed incremental $814 million senior secured
first lien term loan due 2029. Moody's also assigned a B2 corporate
family rating and a B2-PD probability of default rating to Ensemble
Health Partners Holdings, LLC ("Ensemble" or "the company"), and
withdrew Ensemble RCM, LLC's B2 CFR and B2-PD PDR ratings. Ensemble
Health Partners Holdings, LLC is an indirect parent company of
Ensemble RCM, LLC. The outlooks are stable. Ensemble is a provider
of technology-enhanced revenue cycle management services in the
healthcare service industry.
Proceeds from the proposed debt along with $9 million of cash will
be used to issue an $809 million shareholder dividend and pay
related transaction fees and expenses.
The ratings affirmation reflects Moody's expectation that Ensemble
will continue its solid performance in 2024 and 2025, including
strong organic revenue growth in the high teens to low 20% range
during the next 12 to 18 months, which will drive deleveraging.
Nonetheless, Moody's views Ensemble's debt funded dividend as
aggressive given the size and associated increase in debt that
weakens the company's credit metrics. Moody's anticipates a
financial policy that includes the potential for debt funded
acquisitions and shareholder dividends given the company's history
under ownership by private equity and its largest customer, Bon
Secours Mercy Health ("BSMH", A2 stable).
RATINGS RATIONALE
The B2 CFR reflects Ensemble's high debt to EBITDA leverage that
Moody's anticipates will increase to 7.5x from 5.1x for the
incremental debt issuance as of the twelve months ended March 31,
2024, but fall to 5.4x by the end of 2025. Moody's estimates that
interest coverage, as measured by EBITA to interest, is well
positioned for the rating and will approach 1.75x by the end of
2024. Moody's expects the company will reduce leverage rapidly by
maintaining high revenue growth (19.5% through the twelve months
ended March 31, 2024). Ensemble has good revenue stability and
predictability given the contracted nature of the business, known
contracts wins, and low incentive fees (
ERC HOLDINGS: Cliffwater CL Marks $15.6MM Loan at 29% Off
---------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $15,653,467
loan extended to ERC Holdings, LLC to market at $11,113,962 or 71%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater CL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to ERC
Holdings, LLC. The loan accrues interest at a rate of 11.56%
(3.25%Payment In Kind) (SOFR+300) per annum. The loan matures on
November 10, 2028.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended).
The Fund commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
ERC Holdings, LLC provides healthcare services.
ESJ TOWERS: Gets Court Nod to Sell Assets to Fortaleza for $18MM
----------------------------------------------------------------
A U.S. bankruptcy judge has given the go-signal for ESJ Towers,
Inc. to sell its assets to the winning bidder.
Judge Enrique Lamoutte of the U.S. Bankruptcy Court for the
District of Puerto Rico approved the sale of the assets to
Fortaleza Equity Partners 2, LLC whose $18 million offer was
selected as the winning bid.
IPS Investment Fund, LLC and Greengift Capital, LLC's joint bid of
$17.95 million was selected as the back-up bid at the May 8
auction.
ESJ will use the proceeds from the sale to pay its creditors
pursuant to its Chapter 11 plan of reorganization, which the court
confirmed on May 21.
The company currently owns and operates 126 studio apartments,
which are classified either as vacation club or hotel units, and
one hospitality center.
About ESJ Towers
ESJ Towers, Inc. owns the ESJ Towers in Carolina, P.R. The luxury
apartments and condo units at ESJ Towers have direct access to Isla
Verde Beach, widely considered one of the best in Puerto Rico.
ESJ sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D.P.R. Case No. 22-01676) on June 10, 2022, with as much as
50 million in both assets and liabilities. ESJ President Keith St.
Clair signed the petition.
Judge Enrique S. Lamoutte Inclan oversees the case.
The Debtor tapped Charles A. Cuprill, Esq., at Charles A. Cuprill,
PSC Law Offices as bankruptcy counsel; Ramon Luis Nieves, Esq., at
RL Legal Consulting Services, LLC and Luis Daniel Muniz, Esq., as
special counsels; Dage Consulting CPAS, PSC as financial advisor;
CPA Luis R. Carrasquillo & Co., P.S.C. as financial consultant; and
De Angel & Compania, PA, LLC as auditor.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Sept. 12, 2022. The committee tapped the Law
Office of Jonathan A. Backman as lead bankruptcy counsel; Julio
Cesar Alejandro Serrano, Esq., at JCAS Law as local counsel; and
Dage Consulting CPAS, PSC as financial advisor.
The court confirmed the Debtor's Chapter 11 plan of reorganization
on May 21, 2024.
ETHEMA HEALTH: Buys Addiction Treatment Center Assets for $240K
---------------------------------------------------------------
Ethema Health Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission on June 17, 2024, that on June
12, 2024, it closed on the agreement to purchase the assets used in
the operation of an addiction treatment center at 899 Meadows
Avenue in Boca Raton, Florida. The agreement also included an
assignment of the lease that was in place at the location. The
assets include furniture, equipment, electronic equipment,
inventory and supplies, such that the take over of the lease came
as a turn-key facility for the operation of an addiction treatment
center. The seller was Boca Cove Detox, LLC. The purchase price
was $240,000.00.
The Company subsidiary Evernia Health Center LLC took on the
obligation of the Lease for the location at 899 Meadows Avenue.
The lease runs to June 30, 2027 with two five year extension
options. The Company paid to the Vendor the Lease deposit amount
included in the lease in the amount of $83,392.79. The lease is
with Prado Medical Park, Inc.
About Ethema Health
Headquartered in West Palm Beach, Florida, Ethema Health
Corporation -- http://www.ethemahealth.com/-- operates in the
behavioral healthcare space specifically in the treatment of
substance use disorders.
New York, NY-based RBSM LLP, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated May 7,
2024, citing that the Company has suffered recurring losses from
operations, generated negative cash flows from operating
activities, has an accumulated deficit and has stated that
substantial doubt exists about Company's ability to continue as a
going concern.
EXPONENTIAL POWER: CIM Real Marks $2.9MM Loan at 23% Off
--------------------------------------------------------
CIM Real Assets & Credit Fund has marked its $2,977,500 loan
extended to Exponential Power, Inc. to market at $2,301,608 or 77%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in CIM Real's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
CIM Real is a participant in a Term Loan to Exponential Power, Inc.
The loan accrues interest at a rate of 12.15% (3M SOFR+6.500%) per
annum. The loan matures on May 12, 2026.
CIM Real is a Delaware statutory trust, is a non-diversified,
closed-end management investment company, registered under the
Investment Company Act of 1940, as amended. The Fund engages in a
continuous offering of shares and operates as an interval fund that
offers to make quarterly repurchases of shares at net asset value.
The Fund's fiscal year ends September 30.
CIM Real is led by Chief Executive Officer & Trustee, David
Thompson; and Barry N. Berlin, Chief Financial Officer & Treasurer.
The Fund can be reached through:
David Thompson
Chief Executive Officer
CIM Real Assets & Credit Fund
4700 Wilshire Boulevard
Los Angeles, California 90010
Exponential Power is a power solutions provider for backup and
reserve power for stationary applications as well as motive power
for material handling.
FINANCE OF AMERICA: Shareholders Consent to Reverse Stock Split
---------------------------------------------------------------
Finance of America Companies Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on June
11, 2024, certain stockholders of record as of such date, holding a
majority in voting power of the outstanding capital stock of the
Company, upon recommendation of the Company's board of directors,
executed and delivered a written consent to approve an amendment to
the Company's Amended and Restated Certificate of Incorporation to
implement a reverse stock split of the Company's Class A Common
Stock, at a ratio of 10:1.
Additional details about the Reverse Stock Split will be included
in the Company's definitive Information Statement to be filed with
the Securities and Exchange Commission; the Company filed a
preliminary form of the Information Statement with the SEC on June
17, 2024. The Certificate of Amendment will become effective upon
filing with the Secretary of State of the State of Delaware, which
may be as early as the 20th day after the definitive Information
Statement is mailed to the Company's stockholders who did not
execute the written consent approving the Certificate of Amendment.
Until the Certificate of Amendment is filed with the Secretary of
State of the State of Delaware, the Board retains discretion in
determining whether to implement the Reverse Stock Split.
The written consent, in lieu of a meeting, was approved by
stockholders representing approximately 69.8% of the voting power
of the Company's outstanding shares of capital stock, and in
accordance with Section 228 of the Delaware General Corporation
Law, the Company's Amended and Restated Certificate of
Incorporation and the Company's Amended and Restated Bylaws. The
Board has determined that it is advisable and in the best interests
of the Company and its stockholders to reduce the number of shares
of Class A Common Stock outstanding, as a result of the Reverse
Stock Split, with the primary intent of increasing the per share
trading price of the Class A Common Stock in order to meet the
price criteria for continued listing on the New York Stock
Exchange.
About Finance of America
Plano, Texas-based, Finance of America Companies Inc. is a
financial services holding company which, through its operating
subsidiaries, is a modern retirement solutions platform that
provides customers with access to an innovative range of retirement
offerings centered on the home. In addition, FoA offers capital
markets and portfolio management capabilities to optimize
distribution to investors.
As of December 31, 2023, the Company has $27.11 billion in total
assets, $26.84 billion in total liabilities, and $272.41 million in
total equity.
As reported by the Troubled Company Reporter on Oct. 20, 2023,
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) of Finance of America Companies Inc. and its subsidiaries,
Finance of America Equity Capital LLC and Finance of America
Funding LLC, to 'CCC+' from 'B-'. Fitch has also downgraded Finance
of America Funding LLC's senior unsecured debt rating to
'CCC-'/'RR6' from 'CCC+'/'RR5'. The Rating Outlook remains
Negative. The rating actions have been taken as part of a periodic
peer review of non-bank mortgage companies, which is comprised of
six publicly rated firms.
The rating downgrade reflects the operating losses and resulting
erosion of tangible equity FOA has experienced over the last year,
which has resulted in continuing covenant breaches, which may limit
the company's ability to extend debt maturities and secure future
funding. High interest rates and borrower affordability challenges
have reduced origination volumes, which, along with widening credit
spreads, have resulted in significant negative fair value
adjustments to FOA's assets. Tangible equity has decreased to
negative $5 million at 2Q23, down from $288 million in 2Q22 and
$480 million at YE21.
The Negative Outlook reflects Fitch's expectation that FOA's
profitability will remain weak, challenging its ability to rebuild
tangible capital levels over the Outlook horizon. Additionally,
Fitch's believes execution risk remains with regard to the
integration of American Advisors Group (AAG) and the restructuring
of FOA's continuing business segments, which could impact its
long-term franchise and market position.
FISKER INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Fisker Inc.
14 Centerpointe Drive
La Palma CA 90623
Business Description: Fisker designs, develops, markets, and sells
electric vehicles.
Court: United States Bankruptcy Court
District of Delaware
Five affiliates that filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code on June 19, 2024:
Debtor Case No.
------ --------
Fisker Inc. (Lead Case) 24-11390
Fisker TN LLC 24-11391
Blue Current Holding LLC 24-11393
Platinum IPR LLC 24-11394
Terra Energy Inc. 24-11392
Five affiliates that filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code on June 17, 2024:
Debtor Case No.
------ --------
Fisker Group Inc. 24-11377
Judge: Hon. Thomas M. Horan
Debtors'
Bankruptcy
Counsel: Robert J. Dehney, Sr., Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 N. Market Street, 16th Floor
Wilmington, DE 19801
Tel: (302) 658-9200
Email: rdehney@morrisnichols.com
Total Assets as of March 31, 2024: $604,000,000
Total Debts as of March 31, 2024: $1,200,000,000
The petitions were signed by John C. DiDonato as chief
restructuring officer.
Full-text copies of three of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/H2C45TQ/Fisker_Inc__debke-24-11390__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/TYWVIIQ/Terra_Energy_Inc__debke-24-11392__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/M3ZSNSA/Fisker_TN_LLC__debke-24-11391__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. US Bank Convertible $874,507,358
633 West 5th Street, 24th Floor Notes
Los Angeles, CA 90071
Phone: 213-615-6026
Email: lacherie.williams@usbank.com
2. SAP America Inc. IT/Software $2,379,320
3999 West Chester Pike
Newtown Square, PA 19073
Phone: 610-661-1000
Email: FINANCEAR@SAP.COM
3. Salesforce.com, Inc. IT/Software $2,138,244
415 Mission Street, 3rd Floor
San Francisco, CA 94105
Phone: 415-901-8457
Email: WFERRIS@SALESFORCE.COM
4. Google LLC Sales & $1,957,377
1600 Amphitheatre Parkway Marketing
Mounain View, CA 94043
Phone: 650-253-0000
Email: COLLECTIONS@GOOGLE.COM
5. Adobe IT/Software $1,883,865
345 Park Ave
San Jose, CA 95510
Phone: 408-536-2800
Email: VIP-DIRECT-AMER@ADOBE.COM
6. Marsh USA, Inc. Insurance $1,411,403
P.O. Box 846112
Dallas, TX 75284
Email: FIDUCIARYSERVICEREQUEST.US@MARSH.COM
7. AvNet Inc. Manufacturing/ $1,340,303
2211 S. 47th Street Parts
Phoenix, AZ 85034
Phone: 810-626-8956
Email: JOEL.FISHMAN@AVNET.COM
8. Manpowergroup US Inc. Professional $1,081,384
100 Manpower PL Services
Milwaukee, WI 53212
Phone: 414-961-1000
Email: ANDREW.PULASKI@MANPOWER.COM
9. Tessolve DTS Inc. Research & $818,186
3910 N. First Street Development
San Jose, CA 95134
Phone: 408-865-0873
Email: SALES@TESSOLVE.COM
10. Urgent.Ly Inc. IT/Software $755,116
8609 Westwood Center Drive, Suite 8
Vienna
Vatican City, VA 22182
Email: THUFFMYER@GETURGENTLY.COM
11. Prelude Systems Inc. IT/Software $660,053
5 Corporate Park, Suite 140
Irvine, CA 92606
Phone: 949-208-7126
Email: PRADEEP_P@PRELUDESYS.COM
12. NBCUniversal LLC Sales & $649,999
30 Rockefeller Plaza Marketing
New York, NY 10112
Email: GAVIN.LAU@NBCUNI.COM
13. Microsoft Corporation IT/Software $632,055
c/o Bank of America
1950 N. Stemmon
Dallas, TX 75207
Email: MSCREDIT@MICROSOFT.COM
14. Stratus-X LLC IT/Software $616,000
DBA XD Innovation AM
9800 Mount Pyramid Court
Suite 400
Engelwood, CO 80112
Email: MCARRABINO@XDINNOVATION.COM
15. T-Mobile USA, Inc. Telecom $594,565
12920 SE 38th St
Bellevue, WA 98006
Email: PAUL.TISCH@T-MOBILE.COM
16. I.G. Bauerhin GMBH Manufacturing / $593,345
Wiesenstr. 29 Hessen Parts
Grundau, 63584
Germany
Phone: 49 6051 826-0
Email: ANDRZEJ.DYMEK@BAUERHIN.COM
17. Alere Property Group LLC Rent $548,592
DBA 14422
Astronautics APG LLC
100 Bayview Circle Ste #310
Newport Beach, CA 92660
Email: KIRKBRIDE@UNIREGROUP.COM
18. Vector North America Inc. IT/Software $529,288
39500 Orchard Hill Place Suite 400
Novi, MI 48375
Phone: 248-449-9290
Email: SALES@US.VECTOR.COM
19. Tomtom North America, Inc. Manufacturing / $520,634
11 Lafayette Street Parts
Lebanon, NH 03766
Email: ROYALTYDEPT@TOMTOM.COM
20. NYSE Listings Professional $500,000
5660 New Northside Drive Services
3 Floor, C
Atlanta, GA 30328
Email: NAVEENGOUD.GEVAT@ICE.COM
21. Tessolve Semiconductor Research & $490,175
Private Limi Development
Plot#31 (P2), Phase II
Electronic Bangalore, 10
(Karnataka) 560100
India
Email: PONNI.CARLIN@TESSOLVE.COM
22. Broadridge ICS Broadridge Freight/ $412,922
Investor Communication Delivery
P.O. Box 416423
Boston, MA 02241-6423
Phone: 800-353-0103
Email: INVOICES@BROADRIDGE.COM
23. Mouri Tech LLC IT/Software $400,561
1183 W John Carpenter Fwy
Irving, TX 75039
Phone: 972-756-1500
Email: SIVAD@MOURITECH.COM
24. Westfalia Automotive GMBH Manufacturing/ $383,219
Am Sandberg 45 Parts
Rheda-Wiedenbruck, 33378
Germany
Phone: 49-162-431-8380
Email: MSTRYCH@HORIZONGLOBAL.COM
25. FedEx Freight & $368,328
P.O. Box 7221 Delivery
Pasadena, CA 91109-7321
Phone: 310-743-3501
Email: VENDOR.EMAIL@FISKERINC.COM
26. Continental Development Rent $360,642
Corporation
DBA Continental Rosecran
2041 Rosecrans Avenue, Suite 200
El Segundo, CA 90245
Email: ACCOUNTSRECEIVABLE@CONTINENTALDEVELOPMENT.COM
27. Automotive Marketing Sales & $348,238
Consultants, I Marketing
1515 West 190th Street, Suite 440
Gardena, CA 90248
Email: KKILLIP@AMCIGLOBAL.COM
28. Magna Steyr Fahrzeugtechnik Manufacturing/ $332,969
GMBH & Liebenauer Hauptstrasse 317 Parts
Graz, 8041
Austria
Email: RENE.HIRCZI@MAGNA.COM
29. Ferrante Koberling Capex & $326,861
Construction, IN Maintenance
2360 Eastman Ave. #112
Oxnard, CA 93030
Phone: 323-804-6842
Email: JOROPALLO@FERRANTEKOBERLING.COM
30. Dell USA L.P. IT/Software $316,757
One Dell Way
Round Rock, TX 78682
Email: JESSICA.GRAY@DELL.COM
FLEXSYS INC: Moody's Affirms 'B2' CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Ratings has changed Flexsys, Inc.'s outlook to negative
from stable. At the same time, Moody's has affirmed the company's
B2 Corporate Family Rating, B2-PD probability of default rating,
and the B2 rating on the company's senior secured first lien
revolving credit facility and the senior secured first lien term
loan.
The negative outlook reflects Flexsys' weak performance in 2023 and
Moody's expectation that the improvement in its earnings and cash
flow may be slow so that its credit metrics will remain weak for
its rating over the next 12-18 months. Flexsys' liquidity, while
still adequate, has also weakened and could pressure its rating
should its free cash flow generation remain weak into late 2024.
RATINGS RATIONALE
Flexsys' credit profile reflects the company's narrow product
profile, customer concentration and significant exposure to one end
market that is experiencing relatively weak demand and price
competition in Asia. The company's credit metrics have weakened
driven by its large spending on transition costs and a slowdown in
tire demand in recent quarters. The rating is also constrained by
Flexsys' weakening liquidity.
Flexsys' rating is supported by its leading global market position
in vulcanizing agents, a strong reputation for product quality,
long term customer relationships, propriety products and process
technology, and its global manufacturing capabilities. The
company's weak credit metrics are expected to improve as its
transition cost falls and its cost saving measures take effects
through 2024 and into 2025.
Flexsys reported weak results in 2023. Its total revenue was down
by close to 9% YoY to $514 million, driven by destocking headwinds
leading to lower volumes and deflation in product pricing. While
the company's indexed pricing and cost management helped to support
sales margins, Flexsys continued to incur large ongoing transition
related costs and high interest expenses that suppressed its
earnings. Flexsys' leverage, as measured by Moody's-adjusted
debt/EBITDA, reached about 10.0x at the end of the year. With the
cash release from lower working capital, Flexsys managed to
generate break-even free cash flows as its operational cash flow
just covered capital expenditure. Flexsys' performance continued to
face some challenges into 1Q 2024. While sales volumes modestly
increased mainly from its antidegradants and stabilizer businesses,
Flexsys' revenue and EBITDA were lower YoY because of the lower
input costs leading to lower pricing and the loss of energy
surcharges compared to a year ago. The company's volume growth was
mainly in the emerging markets with more competitive pricing, which
also weighed on its margins in the quarter.
While Moody's expect Flexsys' revenue will likely remain flat with
a modest volume increase largely offset by pricing pressures as
shown in Q1 2024, its EBITDA with Moody's adjustments is expected
to improve toward $90-100 million a year in the next 12~18 months,
driven by its falling transition related costs and the gradual
realization of its cost cutting benefits. At that level of EBITDA,
Moody's expect Flexsys could sustain its leverage at 5.5-6.0x and
generate free cash flows of $15-20 million a year. That level of
credit metrics will become consistent with the B2 CFR.
Flexsys' liquidity is adequate albeit weakening. It had $16 million
of cash on the balance sheet and about $28 million of availability
under the $100 million cash flow revolver at the end of the first
quarter of 2024. The revolver has a springing first lien net
leverage covenant set at a maximum of 7.25x and is tested when
amounts outstanding at the end of the quarter exceed 35% of the
total or $35 million. The company has sufficient headroom under
this covenant with the latest quarterly ratio at 5.1x. In Moody's
base case scenario, Moody's expect that Flexsys' available
liquidity will cover its negative free cash flow and the small debt
amortization in 2024. However, its liquidity will likely be
stressed should the expected improvement in its earnings and cash
flow be delayed beyond 2H2024.
Structural consideration
The B2 rating on the senior secured credit facilities is
commensurate with the CFR as the first lien debt constitutes the
entirety of the outstanding debt in the capital structure. The
first lien term loan is secured by a first lien on the assets of
the borrower and its domestic subsidiary guarantors, and stock
pledges in foreign subsidiaries. The German and Belgian
subsidiaries are also guarantors, but only certain assets of these
subsidiaries are included in the collateral package.
The negative outlook reflects Flexsys' weak credit metrics at end
Q1 2024 and the uncertainties around its earnings and cash flow
improvement to a level that is appropriate for its rating over the
next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's will downgrade the rating if Debt/EBITDA is sustained above
6.0x, if free cash flow is persistently below $15 million per year,
if there is a significant deterioration in liquidity.
Alternatively, an upgrade of the ratings is unlikely in the near
term but could occur if Flexsys' Debt/EBITDA, including Moody's
standard adjustments, is sustained below 4.0x and the private
equity sponsors demonstrate a commitment to maintaining leverage at
or below that level. Additionally, there would need to be improved
product diversity, or significant technical advancements that would
improve market share and profitability on a sustained basis.
Flexsys' Credit Impact Score of CIS-4 indicates that the rating is
lower than it would have been if ESG risks did not exist, similar
to most other private equity owned companies. Governance is viewed
as weak from a credit standpoint due to the sponsor's tolerance for
elevated leverage. In addition, weak scores for environmental risks
reinforce the negative ESG impact on the rating. Environmental
risks are elevated due to the level of pollution generated and the
toxic, hazardous or flammable nature of the products used and
produced by the company.
Flexsys, Inc., headquartered in Akron, OH, is the only global
manufacturer of vulcanizing agents, antidegradants and stabilizers,
which are critical to the performance of higher performance
passenger car and truck tires. One Rock Capital Partners purchased
the business from Eastman Chemical Company in November 2021. The
Company has sales of roughly $500 million.
The principal methodology used in these ratings was Chemicals
published in October 2023.
FORTIS SOLUTIONS: Cliffwater CL Virtually Writes Off $4.8MM Loan
----------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $2,721,670
loan extended to Fortis Solutions Group, LLC to market at 41,571 or
2% of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater CL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater CL is a participant in a Revolver Loan to Fortis
Solutions Group, LLC. The loan accrues interest at a rate of 10.90%
(SOFR+550) per annum. The loan matures on October 15, 2027.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Fortis Solutions Group, LLC provides packaging solutions. The
Company offers sensitive and shrink sleeve labels, multi-ply coupon
and flexible packaging printing, extended booklet, pouches, folding
cartons, label applicators, and data printing services. Fortis
Solutions Group serves customers in the United States.
FORTNA GROUP: Moody's Affirms Caa1 CFR & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Ratings affirmed Fortna Group, Inc.'s Caa1 corporate family
rating and Caa1-PD probability of default rating. Moody's also
affirmed the Caa1 rating assigned to the company's senior secured
first lien term loan and senior secured first lien revolving credit
facility. The outlook was changed to negative from stable.
The negative outlook reflects the uncertain timeframe required for
Fortna to strengthen its financial performance including achieving
recurring positive annual free cash flow generation. The negative
outlook also reflects the potential for Fortna to increase its
reliance on the revolver, preventing any meaningful improvement in
credit metrics.
The affirmation of the ratings reflects recent growth in customer
bookings over the prior year that Moody's expects will translate
into sequential revenue growth in upcoming quarters. The
affirmation also reflects the long-dated maturity profile, with the
revolver commitment expiring in 2027 and the term loan maturing in
2029. Notwithstanding the decline in revenue in 2023 and sustained
losses, Moody's believes there remains the potential for the
company to improve its financial performance before its liquidity
materially weakens.
RATINGS RATIONALE
Fortna's Caa1 CFR reflects the company's volatile revenue and cash
flow due to project-based work and limited aftermarket business.
Fortna will continue to be reliant on large project-based
multi-year fixed price contracts to generate a sizable portion of
revenue. Liquidity is weak, driven by Moody's expectation of
negative free cash flow and further draws on the revolving credit
facility over the next 12-18 months. Leverage of 9.7 times at March
31, 2024 will remain high, absent a material inflection in
operating performance.
Fortna benefits from its good competitive position within the
parcel and distribution and fulfillment industry and long-standing
customer relationships. Moody's expects secular trends such as
growth in e-commerce and automation to continue to benefit end
markets such as package delivery companies and online operations of
traditional and purely online retailers. Customer bookings have
been improving in recetn quarters, which will support revenue
growth. The company also benefits from no near-term debt
maturities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if liquidity further deteriorates or if
the company sustains EBITA/interest expense below 1.0 time. An
increased risk of a distressed exchange could also result in a
downgrade.
Ratings could be upgraded if Fortna generates at least break-even
free cash flow over the next 12-18 months. Debt/EBITDA sustained
below 7.0 times could also support an upgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Fortna Group, Inc. ("Fortna") is headquartered in Atlanta, Georgia.
The company provides design services and cost-effective solutions,
powered by Fortna Warehouse Execution Software (WES), that optimize
distribution and fulfillment for speed and accuracy. Fortna also
designs, engineers, manufactures, and installs turnkey material
handling automation solutions for parcel, distribution &
fulfillment, eCommerce, manufacturing and other industries.
Operations are primarily conducted in North America, the United
Kingdom and Europe. The company generated $1.5 billion of total
revenue in 2023.
FYI OPTICAL: Cliffwater CL Marks C$36.7MM Loan at 27% Off
---------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD36,758,217
loan extended to FYI Optical Acquisitions, Inc. & FYI USA Inc. to
market at CAD26,983,550 or 73% of the outstanding amount, as of
March 31, 2024, according to a disclosure contained in Cliffwater
CL's Amended Form N-CSR for the fiscal year ended March 31, filed
with the Securities and Exchange Commission.
The Cliffwater CL is a participant in a Delayed Draw Loan to FYI
Optical Acquisitions, Inc. & FYI USA Inc. The loan accrues interest
at a rate of 11.12% (CDOR+575) per annum. The loan matures on March
4, 2027.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
FYI Optical Acquisitions, Inc. provides healthcare services.
GAUCHO GROUP: Seeks Injunction Against 3i Amid Legal Dispute
------------------------------------------------------------
As previously reported on Gaucho's Current Report on Form 8-K filed
on February 20, 2024, Gaucho Group Holdings, Inc. filed a complaint
in the United States District Court for the District of Delaware
alleging 3i, LP, 3i Management LLC, and Maier Joshua Tarlow entered
into contracts with the Company, despite entering such contracts
were in violation of U.S. securities laws. Specifically, the
Company alleges that the Securities Purchase Agreement, dated
February 21, 2023 and pursuant to which the Company sold to 3i a
(1) senior secured convertible notes of the Company in the
aggregate original principal amount of $5,617,978, and (b) a common
stock purchase warrant exercisable into an aggregate of 33,771
shares of common stock of the Company, is void.
On June 7, 2024, 3i sent Pledge Exercise Notices to the Company
pursuant to the Note Documents claiming that the Company was in
breach of certain provisions of the Note Documents and 3i would be
exercising its rights under the Note Documents, which includes,
obtaining and exercising all control over the rights, powers and
privileges held by the Company and its subsidiary Gaucho Group,
Inc., including their respective voting rights and rights to
dividends or distributions associated therewith in two other
subsidiaries of the Company, Algodon Global Properties LLC and
InvestProperty Group LLC; amending and restating the operating
agreements for the Subsidiaries; terminating, discharging,
removing, etc. all existing managers, members and directors of the
Subsidiaries; and appointing and empowering a substitute, sole
manager selected by 3i for the Subsidiaries and directing that sole
manager, to (i) rescind, cancel, terminate or otherwise unwind
certain transactions ratified by the prior directors, directors,
managers and officers, (ii) declare any such transactions, inter
alia, unlawful, in breach of the duties of care and loyalty and not
in the best interests of the Subsidiaries and (iii) direct the
opening of new bank accounts and amending all agreements,
instruments or other documents necessary. The Company maintains
that 3i's aforementioned acts are improper and unlawful under New
York law, which governs the rights and remedies provided by a
certain Security and Pledge Agreement, dated February 21, 2023 and
entered into pursuant to the Securities Purchase Agreement.
Also on June 7, 2024, 3i filed a complaint in New York State Court
seeking declaratory judgment that the Note Documents are valid and
enforceable agreements and actions taken by 3i with respect to the
Subsidiaries were also valid and enforceable. On June 14, 2024, the
Company filed a motion to dismiss, or in the alternative, stay the
New York Action, pending final adjudication of the Federal Action.
On June 14, 2024, the Company filed its opening brief in support of
an emergency motion for a preliminary injunction and temporary
restraining order in the Federal Action, to enjoin 3i from engaging
in any self-help measures, including but limited to any further
acts to enforce or attempt to enforce any purported rights or
remedies pursuant to the Note Documents.
On June 17, 2024, the United States District Court for the District
of Delaware issued an order scheduling a hearing on the Company's
emergency motion for June 20, 2024 at 2 p.m. (EST).
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. was
incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company
changed its name from Algodon Wines & Luxury Development, Inc. to
Algodon Group, Inc., and effective March 11, 2019, the Company
changed its name from Algodon Group, Inc. to Gaucho Group Holdings,
Inc. Through its wholly-owned subsidiaries, GGH invests in,
develops and operates real estate projects in Argentina. GGH
operates a hotel, golf and tennis resort, vineyard and producing
winery in addition to developing residential lots located near the
resort. In 2016, GGH formed a new subsidiary, Gaucho Group, Inc.
and in 2018, established an e-commerce platform for the manufacture
and sale of high-end fashion and accessories. In February 2022,
the Company acquired 100% of Hollywood Burger Argentina, S.R.L.,
now Gaucho Development S.R.L, through InvestProperty Group, LLC and
Algodon Wine Estates S.R.L., which is an Argentine real estate
holding company. In addition to GD, the activities in Argentina are
conducted through its operating entities: InvestProperty Group,
LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L,
Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L.
Algodon distributes its wines in Europe under the name Algodon
Wines (Europe). On June 14, 2021, the Company formed a wholly-owned
Delaware limited liability company subsidiary, Gaucho Ventures I --
Las Vegas, LLC, for purposes of holding the Company's interest in
LVH Holdings LLC.
New York, NY-based Marcum LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
29, 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.
GESTION ABS: Cliffwater CL Marks C$16.9MM Loan at 27% Off
---------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD16,906,100
loan extended to Gestion ABS Bidco, Inc. to market at CAD12,299,167
or 73% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in Cliffwater CL's Amended Form N-CSR for
the fiscal year ended March 31, filed with the Securities and
Exchange Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
Gestion ABS Bidco, Inc. The loan accrues interest at a rate of
11.06% (CDOR+525) per annum. The loan matures on March 1, 2031.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Gestion ABS Bidco, Inc. provides financial services.
GOLDCUP 25952: 91% Markdown for Cliffwater CL SEK11.2MM Loan
------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its SEK11,250,000
loan extended to Goldcup 25952 AB to market at SEK982,129 or 9% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater CL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
Goldcup 25952 AB. The loan accrues interest at a rate of 10.82%
(STIBOR+550) per annum. The loan matures on August 18, 2027.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Goldcup 25952 AB provides technology services.
GOODRX INC: Moody's Rates New First Lien Term Loan 'B1'
-------------------------------------------------------
Moody's Ratings affirmed the ratings of GoodRx, Inc. ("GoodRx"),
including its B1 Corporate Family Rating, B1-PD Probability of
Default Rating, and B1 rating on the backed senior secured first
lien revolving credit facility. Concurrently, Moody's assigned a B1
rating to GoodRx's proposed backed senior secured first lien term
loan B maturing in 2029. There is no action on the existing backed
senior secured first lien term loan, currently rated B1. The SGL-1
Speculative Grade Liquidity (SGL) rating is unchanged. The outlook
remains stable.
The rating affirmation reflects Moody's view that GoodRx will
maintain its competitive position in the prescription drug price
comparison business with modest gross financial leverage and very
good liquidity. Moody's expects the company's debt-to-EBITDA to be
approximately 2.5 times over the next 12 to 18 months. The proposed
refinancing of the term loan with approximately $158 million of
term loan paydown is credit positive. Moody's plans to withdraw the
ratings of the existing term loan upon completion of the
refinancing transaction.
RATINGS RATIONALE
GoodRx's B1 Corporate Family Rating reflects its moderate gross
financial leverage with Moody's projected debt/EBITDA of
approximately 2.5 times over the next 12 to 18 months. GoodRx's
services align with consumer interest in reducing the cost of
prescription drugs, which has aided in the company's rapid growth
and is a positive social credit consideration. The B1 rating also
reflects GoodRx's very good liquidity, highlighted by strong free
cash flow along with a large cash balance still remaining following
the refinancing transaction.
Conversely, GoodRx's rating is constrained by high operating risks
related to its reliance on a small number of pharmacy benefit
managers (PBMs), which continue to face scrutiny related to their
role in high prescription drug costs. In addition, GoodRx has
exposure to regulatory risks aimed at drug pricing which could
negatively impact profitability.
The SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation that GoodRx's liquidity will remain very good over the
next 12 months. GoodRx's liquidity will be supported by a sizable
cash balance of approximately $367 million pro forma for the
refinancing transaction and as of March 31, 2024. The company's
asset-lite business model allows it to generate consistent free
cash flow. GoodRx has access to a $100 million revolving credit
facility expiring in July 2025. There were no borrowings under the
revolving facility as of March 31, 2024. Moody's does not expect
the company will need to utilize the revolver for operating
purposes because of their robust cash position and consistent free
cash flow generation. The revolver is subject to a springing first
lien leverage ratio of 8.2x (as defined in the facility agreement).
The covenant will be in effect only when utilization exceeds 35% of
the total commitment and if tested Moody's anticipates ample
cushion.
The stable outlook reflects Moody's expectation that GoodRx will
continue to operate with moderate gross financial leverage going
forward.
ESG CONSIDERATIONS
GoodRx's CIS-3 indicates ESG considerations have limited impact on
the current credit rating with potential for greater negative
impact over time. The score reflects moderate exposure to
governance consideration (G-3) including the company's ownership by
a consortium of private equity investors and the company's
founders, despite being a publicly traded company. The company has
established a solid track record in operating with moderate
financial leverage while maintaining very good liquidity. In
addition, while the company had a previous material weakness in
internal controls over financial reporting, there has been no
material findings in the last couple of years. Social risk
considerations include exposure to potential legislative actions on
drug pricing that could affect the company's business model.
The B1 rating for the senior secured debt is the same as the
Corporate Family Rating as it is the only class of debt in the
capital structure.
The proposed first lien term loan is expected to have no financial
maintenance covenants. Marketing terms for the new term loan (final
terms may differ materially) include the following: Incremental
pari passu debt capacity up to the greater of $229.0 million and
100.0% of Consolidated EBITDA, plus unlimited amounts subject to
5.20x First Lien Net Leverage. There is an inside maturity sublimit
up to $229 million. There are no "blocker" provisions which
prohibit the transfer of specified assets to unrestricted
subsidiaries. There are no protective provisions restricting an
up-tiering transaction. Amounts up to 100% of unused capacity from
certain RP carve-outs may be reallocated to incur debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if GoodRx increases its scale while
maintaining good profitability, client diversity and conservative
financial policies. Quantitatively, debt/EBITDA sustained below
3.5x could support an upgrade.
The ratings could be downgraded if GoodRx experiences unexpected
changes in the regulatory environment or push-back from customers
or retailers, resulting in declining earnings, weaker margins or
liquidity. A more aggressive financial policy including
debt-financed acquisitions could also support a downgrade.
Quantitatively, debt/EBITDA sustained above 4.5x could lead to a
downgrade.
Headquartered in Santa Monica, California, GoodRx, Inc. owns and
operates a prescription drug price comparison platform. The
platform uses pricing data from PBMs to compare prices at local and
mail-order pharmacies. GoodRx completed an initial public offering
in September 2020. However, a consortium of private equity
investors and the company's founders still retain a meaningful
ownership interest in the company. The company generated
approximately $764 million of revenue in the last twelve months
ended March 31, 2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
GRAVITY HOLDINGS: Seeks OK to Sell Property to Bishop Enterprises
-----------------------------------------------------------------
Gravity Holdings, Inc. asked the U.S. Bankruptcy Court for the
Western District of Louisiana to approve the sale of its real
property to Bishop Enterprises, LLC.
The company owns a property in Rapides Parish, La., which consists
of land and residential housing units.
Sixteen of the housing units are collateral of First Guaranty Bank
and will be included in the proposed sale. Also included in the
sale are two rental properties owned by Gravity Holdings and a
related entity.
Pursuant to the sale agreement, the property will be sold to Bishop
Enterprises for $350,000 on an "as is" basis.
Upon closing of the sale, First Guaranty Bank will release David
Blumenstock, Gravity Holdings' sole shareholder, from further
liability to the bank.
A court hearing to approve the proposed sale is scheduled for June
25.
About Gravity Holdings
Gravity Holdings, Inc., a company in Elmer, La., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D.
La. Case No. 22-80538) on Oct. 26, 2022, with $2,113,100 in assets
and $2,077,503 in liabilities. Lucy G. Sikes has been appointed as
Subchapter V trustee.
Judge Stephen D. Wheelis oversees the case.
The Debtor tapped Thomas Willson, Esq., a practicing attorney in
Alexandria, La., to handle its Chapter 11 case. Roland D.
Kraushaar, CPA is the Debtor's accountant.
HAMMER FIBER: Delays 10-Q Filing Due to Documentation Review
------------------------------------------------------------
Hammer Fiber Optics Holdings Corp. filed Form 12b-25 with the U.S.
Securities and Exchange Commission on June 17, 2024, stating that
it is unable to file, without unreasonable effort or expense, its
Quarterly Report on Form 10-Q for the quarter ended April 30, 2024.
Additional time is needed for the Company to compile and analyze
supporting documentation in order to complete the Form 10-Q and in
order to permit the Company's independent registered public
accounting firm to complete its review. In accordance with Rule
12b-25 of the Securities Exchange Act of 1934 the Company is
expected to file its Form 10-Q no later than the fifth calendar day
following the prescribed due date.
About Hammer Fiber
Hammer Fiber Optics Holdings Corp. is now an alternative
telecommunications carrier that is poised to position itself as a
premier provider of diversified dark fiber networking solutions as
well as high-capacity broadband wireless access networks in the
United States and abroad.
As of Jan. 31, 2024, the Company had $7.89 million in total assets,
$3.70 million in total liabilities, and $4.19 million in total
stockholders' equity.
The Company cautioned in its Quarterly Report on Form 10-Q for the
period ended Jan. 31, 2024, that substantial doubt exists about the
ability of the Company to continue as a going concern for a period
of 12 months due to the Company's consistent sustained losses since
its inception.
HELIX ENERGY: Registers 7MM More Shares Under Amended 2005 LTIP
---------------------------------------------------------------
Helix Energy Solutions Group, Inc. filed a Registration Statement
on Form S-8 with the U.S. Securities and Exchange Commission to
register an additional 7,000,000 shares of common stock, no par
value, issuable under the Helix Energy Solutions Group, Inc. 2005
Long Term Incentive Plan (As Amended and Restated Effective May 15,
2024).
The shares represent only those additional shares of Common Stock
to be issued under the Amended and Restated 2005 LTIP, as
authorized and approved by the shareholders of the Registrant at
its 2024 Annual Meeting of Shareholders held on May 15, 2024.
A full-text copy of the Registration Statement is available at
https://tinyurl.com/3c6jxzyn
About Helix Energy
Helix Energy Solutions Group, Inc. is an American oil and gas
services company headquartered in Houston, Texas.
As of March 31, 2024, the Company had $2.6 billion in total assets,
$1.15 billion in total liabilities, and $1.5 billion in total
stockholders' equity.
* * *
Egan-Jones Ratings Company on September 21, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Helix Energy Solutions Group, Inc.
HELP SYSTEMS: Cliffwater CL Marks $10MM Loan at 17% Off
-------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $10,000,000
loan extended to Help Systems Holdings, Inc to market at $8,302,750
or 83% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in Cliffwater CL's Amended Form N-CSR for
the fiscal year ended March 31, filed with the Securities and
Exchange Commission.
The Cliffwater CL is a participant in a Second Lien Term Loan to
Help Systems Holdings, Inc. The loan accrues interest at a rate of
12.19%(SOFR+675) per annum. The loan matures on November 19, 2027.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Help/Systems, Inc. develops data center management software. The
Company offers a range of management software products including
automation scheduling, system management, backup and recovery,
reports, performance management, data access, security, and
developer tools. Help/Systems serves customers worldwide.
HOMES AND HOUSES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Homes and Houses Utah, LLC
30066 Longview Rd
Pearblossom, CA 93553-3412
Business Description: The Debtor owns 10 properties located in
Utah and California having a total current
value of $12.29 million.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-14814
Judge: Hon. Julia W. Brand
Debtor's Counsel: Michael R. Totaro, Esq.
TOTARO & SHANAHAN, LLP
PO Box 789
Pacific Palisades CA 90272
Tel: (310) 804-2157
E-mail: Mtotaro@aol.com
Total Assets: $13,761,894
Total Liabilities: $20,306,705
The petition was signed by Nathaneal Ernesto Dardon as managing
member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IHBLPMQ/Homes_and_Houses_Utah_LLC__cacbke-24-14814__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Brent and Ann Checketts Loan $1,000,000
9694 N Hibiscus Ln
Eagle Mtn, UT 84005-5465
2. County of Salt Lake Treasurer Property Taxes $6,472
2001 S State St N1-200
Salt Lake City, UT 84190-0001
3. County of San Bernardino Tax Statute $12,429
Collector
268 W Hospitality Ln Fl 1
Sn Bernardino, CA 92408-3229
4. Fidum, LLC Loan $1,285,716
2620 W Titans Ct
South Jordan, UT 84095-8711
5. Foundation CREF Agreement $828,511
Ron McMahan
801 Pacific Coast Hwy Ste 201
Seal Beach, CA 90740-6264
6. Foundation CREF Agreement $828,511
Ron McMahan
801 Pacific Coast Hwy Ste 201
Seal Beach, CA 90740-6264
7. Foundation CREF Agreement $274,984
Ron McMahan
801 Pacific Coast Hwy Ste 201
Seal Beach, CA 90740-6264
8. Heidi Staple Deficiency from $240,165
2580 E Fox Hunt Dr Foreclosure
Sandy, UT 84092
9. Hope 4 Future Agreement $370,014
4013 Deer Horn Court
Riverton, UT 84065
10. JR Warner Agreement $720,000
1724 E Middletone Dr
Saint George, UT 84770-8648
11. Kingstron Taukeiho Sale $425,000
8881 S Aspen View Dr
West Jordan, UT 84081-2458
12. Kirkon McConkie Legal Fees $35,000
PO Box 45120
Salt Lake City, UT 84145-0120
13. Mele Taukeiaho Loan $1,000,000
3441 W 11580 S
South Jordan, UT 84095-8160
14. Richard and Tiffany Sorenson Deficiency $2,132,932
1380 E Medical Center Dr
Saint George, UT 84790-2123
15. Southwest Gas Utility $2,723
PO Box 24531
Oakland, CA 94623-1531
16. Tamara Harns Deficiency $900,000
487 S 340 W From Sale
Spanish Fork, UT 84660-4730
17. Thompson Asset Protection, Tr Deficiency $734,500
30699 Russell Ranch Rd
Westlake, Vlg, CA 91362-7315
18. Travis and Diana Ackerman Loan $333,410
828 E Savannah Dr
Sandy, UT 84094-5959
19. Trent Swain Loan $500,000
838 E 500 N
American Fork, UT 84003-1908
20. Tyler Holzer Deficiency From $483,461
2387 Pheasant Way Sale
Bountiful, UT 84010-4209
IAMGOLD CORP: Fitch Alters Outlook on B- LongTerm IDR to Positive
-----------------------------------------------------------------
Fitch Ratings has affirmed IAMGOLD Corporation's Long-Term Issuer
Default Rating (IDR) at 'B-'. Fitch has also affirmed the company's
senior unsecured notes, senior secured second lien term loan and
secured revolving credit facility at 'B-'/'RR4'. The Rating Outlook
has been revised to Positive from Stable.
The Positive Outlook reflects visibility into the commercial
completion and ramp-up of the Cote Gold project (Canada), which
will increase size, improve the company's overall cost position and
lower country risk. In addition, IAMGOLD raised $300 million of
gross proceeds from the sale of common shares, allowing the company
to increase its interest in the project back to 70% without
changing its core debt quantum. Fitch expects the company to
sustain EBITDA leverage below 3.0x.
KEY RATING DRIVERS
Cote Improves Operational Profile: The completion of Cote Gold will
improve IAMGOLD's overall size, scale, cost position, average mine
life and country risk. IAMGOLD owns 60% of the Cote gold project
unincorporated JV (56% net interest in the project) having
transferred interests to Sumitomo Metal Mining Co., Ltd. under the
terms of the amended Cote JV agreement. Fitch expects IAMGOLD to
exercise its option to increase its interest in the project to 70%
in November 2024.
Cote Gold achieved its first gold pour in 1Q24, is expected to
reach commercial production in 3Q24 and ramp-up quickly to full
production thereafter. The mine will have an 18-year mine life.
Fitch expects Cote Gold to increase IAMGOLD's 2024-2027
attributable average annual gold production by roughly 300,000
ounces compared with 2024 guidance for attributable production,
aggregating 430,000 ounces to 490,000 ounces.
Deleveraging Capacity: Fitch expects IAMGOLD to generate positive
FCF beginning in 2025 and to retain cash in advance of debt
maturities or to opportunistically address them in advance. EBITDA
leverage was 2.9x at March 31, 2024, and Fitch expects it to be
sustained below 3.0x.
High Cost Position Mines: Fitch views IAMGOLD's high cost position
as partially offset by solid mine lives and the Cote Gold project,
which will improve its overall cost position. Cote Gold's estimated
life-of-mine average cash costs of $693/oz and all-in sustaining
cost of $854/oz, according to the 2022 technical report, compare
with a second-quartile cost position, according to CRU's 2023 cost
data.
According to CRU, IAMGOLD has a low fourth-quartile cost position
at its 90% owned Essakane mine, which has a three-year mine life
and accounts for 82% of 2023 consolidated production from
continuing operations, located in Burkina Faso. The company has a
fourth-quartile cost position at its Westwood mine, which has
9-year mine life and represents 18% of 2023 consolidated production
from continuing operations, located in Canada.
Elevated Country Risk: IAMGOLD's rating would be capped at 'B' with
it current production profile as the majority of its 2024 cash flow
is expected to be generated in Burkina Faso. Fitch does not rate
Burkina Faso but Fitch believes it has significant country risk.
Cote Gold is located in low-risk, mining-friendly Canada (AA+/
Stable) and will improve the company's operational profile and
reduce overall exposure to high country risk. As Cote Gold gets
closer to full production and capex falls to sustaining levels,
Fitch would likely remove the current cap since EBITDA generated in
Canada would be sufficient to cover the company's interest
expense.
DERIVATION SUMMARY
IAMGOLD is similar in terms of annual production to gold producer
Eldorado Gold Corporation (B+/Stable). IAMGOLD has higher-cost
mines, higher country risk and a shorter reserve life at currently
operating mines. IAMGOLD will have three mines once Cote Gold is
complete compared with Eldorado Gold 's five operating mines once
Skouries is completed. The Cote Gold mine will extend IAMGOLD's
average reserve life above 10 years.
IAMGOLD is larger in terms of EBITDA compared with copper producers
Ero Copper Corp. (B/Stable) and Taseko Mines Limited (B-/Stable)
with a similar cost position to Taseko and a higher cost position
than Ero Copper.
KEY ASSUMPTIONS
- SOFR at 5.20% in 2024, 4.20% in 2025, 3.40% in 2026 and 3.20% in
2027.
- Remaining proceeds from the sale of development properties are
received in 2024 as expected for cash proceeds of $85 million.
- Consolidated gold production of around 683,000 ozs. in 2024
increasing to about 850,000 ozs. per year on average, thereafter.
- Gold prices of $2,000/oz. in 2024, $1,800/oz. in 2025, $1,600/oz.
in 2026 and $1,500/oz. thereafter.
- Capex of around $500 million in 2024 declining to around $220
million, on average, thereafter.
- Cote Gold production beginning in 2024 and ramping up to full
production in 2025.
- IAMGOLD exercises its option to increase its interest in Cote
Gold to 70% in 2024.
RECOVERY ANALYSIS
The recovery analysis assumes IAMGOLD would be reorganized as a
going concern in bankruptcy rather than liquidated. Fitch assumed a
10% administrative claim.
The going concern EBITDA estimate of $295 million reflects Fitch's
view of a sustainable, post-reorganization EBITDA level upon which
Fitch bases the enterprise valuation. The going concern EBITDA
assumption reflects the industry's move from top of the cycle gold
prices to a sustainably lower weak gold price environment, which
would stress the capital structure.
An enterprise value multiple of 4.0x EBITDA is applied to the going
concern EBITDA to calculate a post-reorganization enterprise value.
The choice of this multiple considered the high-cost position at
IAMGOLD's mines currently in operation and elevated country risk
associated with Burkina Faso. The multiple considers Cote Gold's
low-cost position and improved country risk upon completion. The
revolver is assumed to be fully drawn upon default.
The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' for the first-lien revolver and
second-lien notes. However, per Fitch's "Country-Specific Treatment
of Recovery Ratings Criteria," Burkina Faso, where the majority of
EBITDA is generated, is considered Group D. Therefore, Fitch caps
the instrument's Recovery Ratings at 'RR4' resulting in 'B-' rating
for the first-lien secured revolver, second-lien notes. The
unsecured notes recover at 'RR4' resulting in a 'B-' rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Visibility into completion of Cote Gold, which will result in an
improved cost position and lower country risk.
- EBITDA leverage sustained below 3.5x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage sustained above 4.5x.
- Higher than expected negative FCF excluding Cote development
capital.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: As of March 31, 2024, IAMGOLD had $291 million in
cash on hand and $402 million available under its $425 million
secured revolving credit of which $53 million expires Jan. 31, 2025
and $372 million expires on Jan. 31, 2026. FCF, before Cote Gold
development capex in 2024, is expected to be positive. Fitch
expects liquidity to be sufficient to fund IAMGOLD's portion of the
remaining Cote Gold capex and enable IAMGOLD to exercise its option
to increase its interest in the Cote Gold project to 70%.
ISSUER PROFILE
IAMGOLD is a mid-tier gold mining company with two operating gold
mines: the Essakane mine in Burkina Faso and the Westwood mine in
Canada. Its late-stage development project, the Cote mine in
Canada, is due to reach commercial production in 3Q24.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
IAMGOLD Corporation LT IDR B- Affirmed B-
senior unsecured LT B- Affirmed RR4 B-
senior secured LT B- Affirmed RR4 B-
Senior Secured
2nd Lien LT B- Affirmed RR4 B-
KJB HOLDINGS: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee for Region 20 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of KJB Holdings, LLC.
About KJB Holdings
KJB Holdings, LLC, a company in Newton, Kan., filed its voluntary
petition for Chapter 11 protection (Bankr. D. Kan. Case No.
24-10414) on May 15, 2024, with 283,000 in assets and $1,152,672 in
liabilities. Brandon Wilson, owner of KJB Holdings, signed the
petition.
Judge Mitchell L. Herren oversees the case.
Mark J. Lazzo, PA serves as the Debtor's legal counsel.
M&S OILFIELD: Joli Lofstedt Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 11 appointed Joli Lofstedt, Esq., as
Subchapter V trustee for M&S Oilfield Service, LLC.
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 M&S Oilfield Service
M&S Oilfield Service, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20220) on June 10,
2024, with $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities.
Judge Cathleen D. Parker presides over the case.
Stephen R. Winship, Esq., at Winship And Winship, PC represents the
Debtor as legal counsel.
MADDIEBRIT PRODUCTS: Case Summary & Nine Unsecured Creditors
------------------------------------------------------------
Debtor: MaddieBrit Products, LLC
370 N. Westlake Boulevard
Suite 230
Thousand Oaks, CA 91362
Business Description: The Debtor offers eco-friendly cleaning
products that provide healthier, effective,
and safer alternatives to conventional home
cleaning products.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-10682
Judge: Hon. Ronald A Clifford III
Debtor's Counsel: Craig G. Margulies, Esq.
MARGULIES FAITH LLP
16030 Ventura Blvd., Suite 470
Encino, CA 91436
Tel: (818) 705-2777
Email: Craig@MarguliesFaithLaw.com
Total Assets: $1,391,537
Total Liabilities: $5,758,227
The petition was signed by Michael Edell as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ILQWL4Y/MaddieBrit_Products_LLC__cacbke-24-10682__0001.0.pdf?mcid=tGE4TAMA
MINIMALLY INVASIVE: U.S. Trustee Appoints Jerome Laredo as PCO
--------------------------------------------------------------
Gerard R. Vetter, the Acting U.S. Trustee for Region 4, appointed
Jerome Laredo, MD, as patient care ombudsman for Minimally Invasive
Vascular Center of Maryland, LLC.
Dr. Laredo disclosed in a court filing that he is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
Dr. Laredo's work address is Washington DC VA Medical Center, 50
Irving Street, N.W., Washington, DC 20422.
About Minimally Invasive Vascular
Center of Maryland
Founded in 2007, The Minimally Invasive Vascular Center is a
vascular care facility, offering access to much needed surgical
treatment of all vascular related diseases.
Minimally Invasive Vascular Center of Maryland, LLC filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 24-12134) on April 15, 2024. In the
petition signed by Jeffrey Dormu as managing member the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities.
Charles Iweanoge, Esq. at THE IWEANOGES' FIRM, PC represents the
Debtor as counsel.
MISSISSIPPI CENTER: Seeks OK to Sell Personal Property by Auction
-----------------------------------------------------------------
Mississippi Center for Advanced Medicine, P.C. asked the U.S.
Bankruptcy Court for the Southern District of Mississippi to
approve the sale of its personal property by auction.
MCAM intends to sell the property in an upcoming auction to be
conducted by Head Auctions & Realty.
The property will be sold "free and clear" of liens, claims and
interests, Craig Geno, Esq., MCAM's attorney, said in a motion
filed in court.
MCAM will use the proceeds from the sale to, among other things,
pay the claims of its secured creditors.
The motion is on the court's calendar for July 1.
About Mississippi Center for
Advanced Medicine
Mississippi Center for Advanced Medicine, P.C. is a healthcare
organization in Mississippi that integrates subspecialty care,
clinical pharmacy services, and care coordination for patients with
pediatric, congenital, and maternal fetal disorders.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-00962) on April 21,
2023, with $1 million to $10 million in both assets and
liabilities. Greta Brouphy, Esq., a partner at Heller, Draper and
Horn, LLC, has been appointed as Subchapter V trustee.
Judge Jamie A. Wilson oversees the case.
The Debtor tapped Craig M. Geno, Esq., at the Law Offices of Craig
M. Geno, PLLC as bankruptcy counsel; Priester Law Firm, PLLC,
Bradley Arant Boult Cummings, LLP and Brunini, Grantham, Grower &
Hewes, PLLC as special counsels; and Haddox Reid Eubank Betts, PLLC
as accountant.
MOBIVITY HOLDINGS: Board Appoints Bryce Daniels as President
------------------------------------------------------------
Mobivity Holdings Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission on June 18, 2024, that the Board
of Directors of the Company has appointed Bryce Daniels to serve as
the president of the Company, effective as of June 12, 2024 and the
Company entered into an employment agreement with Mr. Daniels
effective as of the same date.
Mr. Daniels, age 33, served as a portfolio manager at Talkot
Capital, LLC since November 2018, where he oversaw a portfolio of
private equity, venture capital, and public market investments.
Talkot Capital is a significant shareholder of the Company.
Mr. Daniels brings a wealth of experience in investing and building
companies in a board capacity from early through late stages of
their lifecycle. Prior to his role at Talkot, Mr. Daniels served
as the chief investment officer at private equity-backed Encore
Permian Holdings. Before that, he spent time in private equity and
investment banking, which provided him with a diverse skill set and
experience leading financings and, in an investor and board
capacity, guiding companies through growth and monetization.
The employment agreement provides that Mr. Daniels will receive an
annual salary of $300,000, and will be eligible to receive a bonus,
as determined in the sole discretion of and subject to objectives
determined by the Board, paid on dates as determined by the Board.
In addition, Mr. Daniels is eligible to receive stock options to
purchase shares of the Company's Common Stock in connection with
his commencement of employment, subject to the terms of the
Company's current Stock Option Plan and a Stock Option Agreement
between Mr. Daniels and the Company.
About Mobivity
Headquartered in Chandler, Arizona, Mobivity Holdings Corp. is in
the business of developing and operating proprietary platforms
through which brands and enterprises can conduct national and
localized, data-driven marketing campaigns.
The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since
2012, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered net losses
from operations and has a net capital deficiency, which raises
substantial doubt about its ability to continue as a going concern.
MYORTHOS MANAGEMENT: Cliffwater CL Marks $4.8MM Loan at 46% Off
---------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $4,832,078
loan extended to Myorthos Management, LLC to market at $2,614,969
or 54% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in Cliffwater CL's Amended Form N-CSR for
the fiscal year ended March 31, filed with the Securities and
Exchange Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
Myorthos Management, LLC. The loan accrues interest at a rate of
10.82% Payment In Kind (SOFR+550) per annum. The loan matures on
November 1, 2027.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Myorthos Management, LLC is an operator of an orthodontist support
platform intended for orthodontists and supporting teams. The
company's platform partners with orthodontists and provides them
support like marketing, staff recruitment and training, office
management, billing and collections, capital management, and
succession planning, enabling practice partners to solve many
practice transition challenges.
NABORS INDUSTRIES: Secures $475 Million Credit Facility
-------------------------------------------------------
Nabors Industries Ltd. closed, on June 17, 2024, an amendment and
restatement of its secured credit facility. The new $475 million
facility is comprised of $350 million for revolving credit and $125
million for letters of credit. The facility matures on June 17,
2029. The maturity date can be brought forward to 90 days before
the maturity date of certain of the Company's debt securities, if
those debt securities were not sufficiently paid down prior to such
date. The amended and restated facility replaces the Company's
prior $350 million secured credit facility, which would have
matured on January 21, 2026
Changes in the amended and restated credit facility from the prior
facility include:
* a $125-million letter of credit facility, increased from
$100 million in the prior credit facility, with issued letters of
credit not affecting Nabors' capacity under the $350 million
revolving facility; and
* A $200-million uncommitted accordion feature that can be
applied to increase the commitments for Revolving Credit or Letters
of Credit Facility, or both. This compares to a $100 million
accordion for the prior facility.
The existing basket in the prior facility of up to $150 million for
additional indebtedness in the form of term loans and letter of
credits, secured by liens, remains unchanged. In addition, the
grower basket for term loans of up to $100 million also remains
unchanged.
Consistent with the prior credit facility, the amended and restated
credit facility requires Nabors to maintain an interest coverage
ratio of 2.75:1.00 and a minimum guarantor value of 90%. The
amended and restated credit facility is guaranteed by Nabors and
certain of its subsidiaries.
Initial borrowing margin under the new credit facility will be
approximately 2.75%. The borrowing rate will vary over time and may
be adjusted with changes to Nabors' credit ratings.
William Restrepo, Nabors' Chief Financial Officer, commented,
"Following our recent notes issue in late 2023, we are improving
our near-term liquidity by closing on this amended credit facility.
The amended facility matures five years from now. The expansion of
our credit facility will provide us with more flexibility to
address our working capital needs and will support growth in our
international markets, where contracts often require bid or
performance bonds, without consuming capacity of the revolving
credit facility.
"This amendment to our credit facility improves our overall
liquidity profile. As we have done before, we plan to continue
addressing our debt maturities prudently and well in advance of
their expiration. As we progress through 2024, we expect our
operating results to strengthen, supporting our cash flow
targets."
Institutions participating in the credit facility are Citibank,
N.A., Wells Fargo Bank, N.A., Goldman Sachs Bank USA, HSBC Bank
USA, N.A. and Morgan Stanley Senior Funding, Inc.
Further details regarding the credit facility filed in a Current
Report on Form 8-K filed with the Securities and Exchange
Commission is available at https://tinyurl.com/4ks53dtz
About Nabors
Bermuda-based Nabors Industries Ltd. (NYSE: NBR) owns and operates
land-based drilling rig fleets and provides offshore platform rigs
in the United States and several international markets. Nabors
also provides directional drilling services, tubular services,
performance software, and innovative technologies for its own rig
fleet and those of third parties.
Nabors Industries reported a net loss of $11.8 million for the year
ended December 31, 2023, a net loss of $307.22 million in 2022, a
net loss $543.69 million in 2021, a net loss of $762.85 million in
2020, a net loss of $680.51 million in 2019, a net loss of $612.73
million in 2018, and a net loss of $540.63 million in 2017. As of
March 31, 2024, the Company had $4.64 billion in total assets,
$3.37 billion in total liabilities, and $522.82 million in total
stockholders' equity.
* * *
In September 2023, Egan-Jones Ratings Company upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Nabors Industries, Inc. to CCC+ from CCC-.
In March 2024, S&P Global Ratings revised its outlook to stable
from positive and affirmed its 'B-' issuer credit rating on Nabors
Industries Ltd. At the same time, S&P affirmed its 'B-' issue-level
rating on the company's senior priority guaranteed notes with
recovery rating of '3' and 'CCC' issue-level rating on the
company's priority guaranteed notes with recovery rating of '6'.
The stable outlook reflects S&P's expectation for the company's
operating performance, industry fundamentals, near-term debt
maturity profile, and credit metrics to remain appropriate for the
'B-' issuer credit rating. The outlook revision reflects S&P's
expectation of reduced free cash flow generation and lower than
anticipated debt reduction.
NATGASOLINE LLC: Moody's Cuts CFR to B2 & Alters Outlook to Neg.
----------------------------------------------------------------
Moody's Ratings downgraded Natgasoline LLC's corporate family
rating to B2 from B1 and probability of default rating to B2-PD
from B1-PD. Moody's also downgraded the rating on the senior
secured bank credit facilities to B2 from B1. The ratings outlook
was changed to negative from stable.
ESG considerations related to governance, and in particular
financial strategy, were a key driver of this rating action.
"The downgrade reflects the lack of consistent operating
performance since the facility was commissioned and earnings
variability that is inconsistent with a B1 rating," said Anastasija
Johnson, senior analyst at Moody's. "In addition, upcoming
maturities create refinancing risk and drive the negative
outlook."
RATINGS RATIONALE
Natgasoline's B2 CFR reflects its small scale, limited operational
and product diversity with a single site location along the Gulf
Coast and a track record of operational challenges that prevented
the company from running at full capacity and generating consistent
earnings and cash flow. The B2 rating also reflects weak credit
metrics with Moody's adjusted debt/EBITDA at 14.2x in the twelve
months ended March 2024. Leverage has fluctuated between 4.3x and
24.9x in the last five years as the company's performance was
affected by operational difficulties and volatile pricing for
methanol, its single product, and natural gas prices, its main raw
material. Volumes have fluctuated between 837,000 tons in 2021
during the first major turnaround of the facility, 1.479 million
tons in 2022 when facility ran well and 1.178 million tons in 2023
when the company took additional downtime to address a number of
manufacturing issues at the plant. With a nameplate capacity of
1.75 million tons per year, the facility is the second largest in
the US and among the largest in the world, however, the plant has
never run at full capacity since it was started in 2018.
Capacity utilization, adjusted for the number of operating days,
has fluctuated between 68% and 81% over the last three years and
was at 73% in the first quarter of 2024, when the company reported
reduced catalyst efficiency. The company replaced the catalyst in
the second quarter and is expected to have better on-stream rates
and capacity utilization in 2024, which will support year-on-year
earnings growth and leverage reduction to around 4.6x on a Moody's
adjusted basis. With the completed repairs in 2023 and 2024, the
next turnaround is not planned until 2028. With improving operating
rates and higher methanol prices the company should show earnings
growth in 2024. The company's access to natural gas pipelines on
the Gulf Coast would translate into the lowest quartile cost plant
globally were it to operate near its nameplate capacity.
Nevertheless, the lack of consistent track record of operating the
plant at higher onstream rates and higher capacity utilization and
resultant earnings volatility support a B2 rating.
Natgasoline's single site location along the Gulf Coast is another
constraining factor as it exposes profitability and cash flows to
unplanned downtime due to equipment failures or weather events that
can impact its abilities to operate. The single product profile is
another negative factor for the rating as methanol markets tend to
be highly cyclical with demand sensitive to the construction,
housing and energy markets. New industry supply is also a source of
market cyclicality.
The ratings are also potentially constrained by the ratings of the
company's parents. The plants is 50%/50% owned by Proman USA that
operates through Consolidated Energy Limited (B1, negative) and OCI
N.V. (Baa3, RUR Down). Through OCI Methanol Marketing LLC and
Southern Chemical Corporation, the parent sponsors provide offtake
and marketing responsibilities and are obligated to purchase all
Natgasoline's production volumes at a discount to market-based US
contract prices and to sell the offtake into the regional and
global methanol markets. Each sponsor has 3 board seats, with the
board Chairman from Proman USA casting a tie-breaking vote on
non-reserve matters. OCI N.V. is in the process of selling some of
its holdings and its ratings are currently under review. Moody's
also changed the outlook for Consolidated Energy's to negative
following the increase in balance sheet debt. The parents do not
guarantee the debt of Natgasoline, and Moody's do incorporate
significant parental support into Natgasoline's rating.
Moody's changed the credit impact score to CIS 4 from CIS 3 and the
governance score to G-4 from G-3. CIS-4 indicates the rating is
lower than it would have been if ESG risk exposures did not exist
because of an aggressive financial policy. The company has not
operated with low leverage because of operational issues and the
amount of balance sheet debt is unsustainable at historic
production rates and without the one-time windfall from natural gas
hedges.
Natgasoline's liquidity position is adequate, supported by cash on
hand and projected free cash flow generation in 2024, but limited
revolver availability. The company had cash balance of $26 million
at March 31, 2024 and is projected to generate $10 to $20 million
of free cash flow. The company has a $50 million revolver that
matures in August 2025. The company had no borrowings on the
revolver as of March 31, 2021 and $13 million of letters of credit
outstanding against the revolver. Revolver availability is further
reduced by a springing maintenance covenant. The company has to
meet maximum first lien net leverage of 4.75x if borrows more than
45% of the committed amount. The company cannot meet the leverage
covenant and its revolver borrowing is limited to approximately
$9.5 million. The term loan has no maintenance covenants, but has
covenants that limit dividends if First Lien Net Leverage is above
4.5x. The term loan covenants also limit debt incurrence, if this
ratio is above 3.0x, except for modest new borrowings within
defined baskets. Due to covenants mentioned above, Moody's expects
that dividends will not consume cash during a cyclical downturn.
The revolver turns current in August and the $565 million term loan
turn current in November. The company would need to address
maturities in a timely manner.
The negative rating reflects the lack of track record of consistent
operations and pending maturities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's is unlikely to consider an upgrade until the company can
demonstrate consistent operating rates for a prolonged period of
time. If balance sheet debt is reduced in the future and the
company consistently demonstrates leverage below 4x, Moody's could
consider an upgrade.
Moody's could downgrade the rating if a significant portion of the
company's gas supplies is impaired, it continues to experience
unscheduled downtime and generates negative free cash flow. Moody's
could also downgrade the rating if liquidity deteriorates and the
company does not address its upcoming maturities in a timely
manner. A change in ownership or a loss of an offtake agreement
could also pressure the rating.
Natgasoline LLC (Natgasoline), headquartered in Delaware, is a
leading producer of methanol, jointly owned by OCI N.V. (50%, Baa3,
RUR Down) and Proman USA through Consolidated Energy Limited (50%,
B1 negative). Natgasoline's sole product is methanol, an
intermediate product used in the manufacture of formaldehyde,
acetic acid, methyl tertiary butyl ether (MTBE, a gasoline
oxygenate no longer used in the US), and as a fuel additive, fuel
alternative, and feedstock to MTO facilities in China. The company
generated sales of $326 million in the twelve months ended March
2024.
The principal methodology used in these ratings was Chemicals
published in October 2023.
NEUEHEALTH INC: Receives NYSE Non-Compliance Letter
---------------------------------------------------
NeueHealth, Inc. announced that on June 12, 2024, the Company
received a written notice from the New York Stock Exchange that the
Company no longer satisfies the continued listing standards set
forth under Section 802.01B of the NYSE's Listed Company Manual.
The notice cited that the Company's average market capitalization
over a consecutive 30 trading-day period was less than $50 million
and, at the same time, the Company's last reported stockholders'
equity was less than $50 million. As of June 11, 2024, the 30
trading-day average market capitalization was approximately $49.7
million, and the company reported a stockholders' deficit. The
Company's preferred stock, which had a value of $920.4 million as
of March 31, 2024, is excluded from the average market
capitalization as calculated by the NYSE. This notice does not
impact the Company's business operations.
According to NYSE procedures, the Company has 45 days from the date
the Notice was received to submit a business plan advising the NYSE
of the definitive actions the Company has taken, or is taking, to
bring it into compliance within 18 months of receipt of the Notice.
Within 45 days of its receipt, the NYSE will review the plan and
determine whether the Company has made a reasonable demonstration
to conform to the compliance requirements within the 18-month
period.
Pending NYSE acceptance of the plan, the Company's common stock
will continue to be listed and traded on the NYSE during the
18-month period. Continued listing is also subject to the
Company's compliance with other applicable NYSE requirements and to
periodic NYSE review of the Company's progress toward achieving the
previously submitted plan.
In the interim, the Company's common stock will continue to trade
on the NYSE under the symbol "NEUE" with the designation of ".BC"
to indicate the status of the shares as "below criteria," but is
otherwise not immediately impacted by the Notice.
The Notice also does not affect Securities and Exchange Commission
reporting obligations by the Company, nor does it conflict with or
prompt default under any of the Company's material debt or other
agreements.
About NeueHealth Inc.
NeueHealth -- www.neuehealth.com -- is a value-driven healthcare
company which aims to make healthcare accessible and affordable to
all populations across the ACA Marketplace, Medicare, and Medicaid.
NeueHealth delivers clinical care to over 460,000 health consumers
through owned clinics and unique partnerships with over 3,000
affiliated providers. The Company also enables independent
providers and medical groups to thrive in performance-based
arrangements through a suite of technology and services scaled
centrally and deployed locally.
Minneapolis, Minnesota-based Deloitte & Touche LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 28, 2024, citing that the Company has a history
of operating losses, negative cash flows from operations and does
not have sufficient cash on hand or available liquidity to meet its
obligations, that raise substantial doubt about its ability to
continue as a going concern.
NEWSTAR FAIRFIELD: Fitch Affirms 'BB-sf' Rating on Class D-N Notes
------------------------------------------------------------------
Fitch Ratings has affirmed all rated classes of notes in Newstar
Fairfield Fund CLO, Ltd. (Newstar Fairfield). Fitch also revised
the Rating Outlook to Positive from Stable on the class A-2-N
notes. The Outlooks on the other rated notes remain Stable.
Entity/Debt Rating Prior
----------- ------ -----
Newstar Fairfield
Fund CLO, Ltd.
(F/K/A Fifth Street
SLF II, Ltd.)
A-1-N 65252BAA1 LT AAAsf Affirmed AAAsf
A-2-N 65252BAC7 LT AA+sf Affirmed AA+sf
B-1-N 65252BAE3 LT A+sf Affirmed A+sf
B-2-N 65252BAJ2 LT A+sf Affirmed A+sf
C-N 65252BAG8 LT BBB+sf Affirmed BBB+sf
D-N 65252CAA9 LT BB-sf Affirmed BB-sf
TRANSACTION SUMMARY
Newstar Fairfield is a middle market (MM) collateralized loan
obligation (CLO) managed by First Eagle Alternative Credit, LLC.
Newstar Fairfield was a reset transaction in April 2018 and exited
its reinvestment period in April 2023. This CLO is secured
primarily by first-lien, senior secured MM loans.
KEY RATING DRIVERS
Increased Credit Enhancement from Note Amortization
The Positive Outlook on the class A-2-N notes is driven by note
amortization of the class A-1-N notes. As of May 2024 reporting,
approximately 48% of the original class A-1-N note balance has
amortized, which has increased credit enhancement (CE) levels on
all but class D-N notes. Fitch affirmed the class A-2-N notes at
one notch below its model implied rating (MIR) due to expected
increasing portfolio concentration that can be accompanied with
deterioration in the credit quality of the portfolio.
However, the Outlook for class A-2-N was revised to Positive to
indicate a potential upgrade if the amortization continues and
outweighs potential decline in the credit quality of the pool.
Portfolio Deterioration
Portfolio credit quality has deteriorated to the 'B-'/'CCC+' rating
levels from 'B-' since last review in August 2023,with Fitch
weighted average rating factor increasing to 33.9 from 32.9.
Defaulted assets comprise 3.8% of the total notional balance of the
current portfolio, contributing to the par loss of 4.7% of the
original target par amount.
The current portfolio holds 93 obligors, with the top 10 comprising
of 21.5% of the portfolio. Fitch considered 23.7% of the portfolio
to be in the 'CCC' category. The trustee also reported permitted
deferrable obligations consist of 7.8% of the portfolio, up from
3.5% at last review.
The class D-N overcollateralization ratio test, Fitch/S&P 'CCC'
concentration limits, and permitted deferrable obligation
concentration limit are failing. All other collateral quality
tests, concentration limitations, and coverage tests are in
compliance.
Cash Flow Analysis
Fitch conducted an updated cash flow analysis based on a stressed
portfolio that assumed a one-notch downgrade on the Fitch IDR
Equivalency Rating for assets with a Negative Outlook on the
driving rating of the obligor, and extended the weighted average
life to 4.0 years.
Fitch affirmed all the notes' ratings in line with their MIRs as
defined in Fitch's CLOs and Corporate CDOs Rating Criteria, with
the exception of the class A-2-N notes as noted above.
The Stable Outlooks on the other notes reflect Fitch's expectation
that the notes have sufficient level of credit protection to
withstand potential deterioration in the credit quality of the
portfolio in stress scenarios commensurate with each class'
rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Downgrades may occur if realized and projected losses of the
portfolio are higher than what was assumed at closing and the
notes' credit enhancement do not compensate for the higher loss
expectation than initially assumed.
- A 25% increase of the mean default rate across all ratings, along
with a 25% decrease of the recovery rate at all rating levels for
the current portfolio, would lead to a downgrade of at least one
rating category for the class B-1-N, B-2-N, C-N, and D-N notes and
no impact on the other rated notes, based on the MIRs.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Upgrades may occur in the event of better-than-expected portfolio
credit quality and transaction performance;
- A 25% reduction of the mean default rate across all ratings,
along with a 25% increase of the recovery rate at all rating levels
for the current portfolio, would lead to upgrades of up to one
rating category for each of the class A-2-N, B-1-N, B-2-N, and C-N
notes, and five rating notches for the class D-N notes, based on
the MIRs. Upgrade scenarios are not applicable for the class A-1-N
notes as the tranche is already at the highest rating level.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
NEXTDECADE CORP: HGC, 6 Others Report Stakes
--------------------------------------------
HGC NEXT INV LLC disclosed in a Schedule 13D/A Report filed with
the U.S. Securities and Exchange Commission that as of June 13,
2024, the firm and its affiliated entities -- Hanwha Impact
Partners Inc., Hanwha Impact Global Corporation, Hanwha Aerospace
Co., Ltd., Hanwha Ocean USA International LLC, Hanwha Ocean USA
Holdings Corp., and Hanwha Ocean Co., Ltd. -- beneficially owned
shares of NextDecade Corporation's common stock.
HGC NEXT INV LLC, Hanwha Impact Partners Inc., and Hanwha Impact
Global Corporation are reported to beneficially own 23,410,842
shares, representing 9.1% of the shares outstanding. Meanwhile,
Hanwha Aerospace Co., Ltd, Hanwha Ocean USA International LLC,
Hanwha Ocean USA Holdings Corp., and Hanwha Ocean Co., Ltd.
beneficially owns 11,690,914 shares, representing 4.5% of the
shares outstanding.
This percentages are based on 257,994,156 shares of Common Stock
issued and outstanding as of May 3, 2024.
A full-text copy of HGC's SEC Report is available at
https://tinyurl.com/24ky7hjw
About NextDecade Corporation
NextDecade Corporation, a Delaware corporation, is a Houston-based
energy company primarily engaged in construction and development
activities related to the liquefaction of natural gas and sale of
LNG and the capture and storage of CO2 emissions. The Company is
constructing and developing a natural gas liquefaction and export
facility located in the Rio Grande Valley in Brownsville, Texas,
which currently has three liquefaction trains and related
infrastructure under construction.
Houston, Texas-based Grant Thornton LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 11, 2024, citing that the Company has incurred
operating losses since its inception and management expects
operating losses and negative cash flows to continue for the
foreseeable future. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
NL1 ACQUIRE: Cliffwater CL Marks C$1.9MM Loan at 27% Off
--------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD1,924,525
loan extended to NL1 Acquire Corp to market at AUD1,406,218 or 73%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater CL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater CL is a participant in a Delayed Draw Loan to NL1
Acquire Corp. The loan accrues interest at a rate of 10.95%
(CDOR+550) per annum. The loan matures on May 26, 2028.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended).
The Fund commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
NL1 Acquire Corp. is a company engaged in the consumer
discretionary sector.
NL1 ACQUIRE: Cliffwater CL Marks C$9.5MM Loan at 28% Off
--------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD9,559,950
loan extended to NL1 Acquire Corp to market at CAD6,857,442 or 72%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater CL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to NL1
Acquire Corp. The loan accrues interest at a rate of 11.30%, 2.00%
Payment In Kind (CDOR+400) per annum. The loan matures on May 26,
2028.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended).
The Fund commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
NL1 Acquire Corp. is a company engaged in the consumer
discretionary sector.
OFFICE PROPERTIES: Elects 9 New Directors, OKs Deloitte as Auditor
------------------------------------------------------------------
Office Properties Income Trust on June 13, 2024 held its annual
meeting of shareholders, during which the Company's shareholders
elected Jennifer B. Clark, Donna D. Fraiche, Barbara D. Gilmore,
John L. Harrington, William A. Lamkin, Elena B. Poptodorova, Adam
D. Portnoy, Jeffrey P. Somers, and Mark A. Talley to the Board each
for a one year term of office continuing until the Company's 2025
annual meeting of shareholders and until her, his or their
respective successor is duly elected and qualifies.
The Company's shareholders also ratified the appointment of
Deloitte & Touche LLP as the Company's independent auditors to
serve for the 2024 fiscal year.
About Office Properties
Office Properties Income Trust is a REIT organized under Maryland
law. As of Dec. 31, 2023, its wholly owned properties were
comprised of 152 properties and it had noncontrolling ownership
interests of 51% and 50% in two unconsolidated joint ventures that
owned three properties containing approximately 468,000 rentable
square feet. As of Dec. 31, 2023, the Company's properties are
located in 30 states and the District of Columbia and contain
approximately 20,541,000 rentable square feet. As of Dec. 31,
2023, its properties were leased to 258 different tenants, with a
weighted average remaining lease term (based on annualized rental
income) of approximately 6.4 years. The U.S. government is its
largest tenant, representing approximately 19.5% of its annualized
rental income as of Dec. 31, 2023.
As of March 31, 2024, the Company had $4 billion in total assets,
$2.7 billion in total liabilities, and $1.3 billion in total
stockholders' equity.
* * *
In May 2024, OPI announced it was actively negotiating with its
existing debtholders to exchange four series of its currently
outstanding senior unsecured notes (worth $1.7 billion at face
value) for up to $610 million of new senior secured notes and
related guarantees, with priority given to the 2025 noteholders
($650 million outstanding). The exchange would result in
debtholders receiving below the par value of the existing notes.
S&P Global Ratings lowered its issuer credit rating on OPI to 'CC'
from 'CCC' and its issue-level ratings on its senior unsecured
notes due 2025, 2026, 2027 and 2031, which are part of the proposed
exchange, to 'CC' from 'CCC'. At the same time, S&P affirmed its
'CCC' issue-level rating on the company's senior unsecured notes
due 2050, which are not part of the proposed exchange, and its 'B-'
issue-level rating on its existing secured notes due 2029. Its '3'
recovery rating on all the unsecured notes and '1' recovery rating
on the secured notes are unchanged.
S&P said, "We view the proposed transaction as a distressed
exchange and tantamount to a default. OPI announced that it is
offering the holders of its unsecured notes due 2025, 2026, 2027,
and 2031 the option to exchange their outstanding notes at below
par for up to $610 million (in aggregate) of 9.000% senior secured
notes due 2029, with priority given to the 2025 noteholders. Under
the proposed terms, the new notes will be secured by first-priority
liens on 19 properties with an adjusted total asset value of $722
million and second-priority liens on 19 additional properties that
secure OPI's credit facility with an adjusted total asset value of
approximately $1 billion. While this proposed exchange could reduce
the company's leverage, if completed, we would view it as a
technical default because lenders would likely receive far less
than they were originally promised. OPI expects to close the
transaction by the end of May.
OPI's current debt obligations include $290 million outstanding on
its secured credit facility due January 2027 (including the $100
million term loan and $190 million drawn on the revolver), $477.3
million of secured fixed-rate debt, and $1.862 billion of unsecured
notes, of which $1.7 billion would be included in the contemplated
exchange.
OFFICE PROPERTIES: Sets 5% Ownership Restriction in Amended Bylaws
------------------------------------------------------------------
Office Properties Income Trust disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on June 13,
2024, its Board of Trustees approved and adopted its Third Amended
and Restated Bylaws to:
(1) reduce the permitted ownership of the Company's shares on
a prospective basis, from 9.8% to 5%, in order to preserve its
cumulative net operating losses,
(2) eliminate provisions which, subject to certain exceptions,
allowed for the resolution of disputes, claims or controversies
brought by a shareholder against the Company or any Trustee,
officer, manager, agent or employee of the Company on such
shareholder's own behalf, on behalf of the Company or on behalf of
any series or class of shares or shareholders, including derivative
and class actions, through binding and final arbitration in
accordance with specified procedures, and
(3) make certain clarifying, administrative and conforming
changes.
The new Article X of the Amended Bylaws generally provides that
transfers of our shares (and certain other securities) to a person,
entity or group which is then, or would become as a result, an
owner of 5% or more of the Company's outstanding shares would be
void in total for transferees then already owning 5% or more of its
shares and, for transferees that would otherwise become owners of
5% or more of its shares, to the extent the transfer would so
result in such level of ownership by the proposed transferee. The
prohibited transfer threshold was set at 5% because transfers at or
above that level could result in limitations on the Company's
ability to use its net operating losses and other tax benefits to
reduce its future taxable income, as provided under the United
States Internal Revenue Code of 1986, as amended from time to time,
and the regulations and rulings issued thereunder. Shares relating
to attempted transfers in violation of the Article X prohibition
may be subject to transfer to a charitable trust in accordance with
the provisions of Article VII of the Company's Declaration of
Trust. Article VII of its Declaration of Trust also governs the
treatment for its shares which are subject to other provisions of
its Declaration of Trust and Amended Bylaws, including shares owned
in excess of the 9.8% ownership limitation included in our
Declaration of Trust and shares required to be divested due to a
shareholder's failure to comply with certain regulatory matters, as
further provided in the Amended Bylaws.
With respect to shareholders who held in excess of 5% of the
Company's shares outstanding prior to June 13, 2024, none of such
shareholders' shares were deemed under the new limitation to be
excess securities subject to automatic transfer to a charitable
trust; instead such shareholders will not be permitted to acquire
additional shares while owning 5% or more of its outstanding shares
or thereafter to the extent any such subsequent acquisition would
result in them owning 5% or more of the outstanding shares. The
Board or an authorized committee may approve transfers otherwise
prohibited by these provisions of the Amended Bylaws.
About Office Properties
Office Properties Income Trust is a REIT organized under Maryland
law. As of Dec. 31, 2023, its wholly owned properties were
comprised of 152 properties and it had noncontrolling ownership
interests of 51% and 50% in two unconsolidated joint ventures that
owned three properties containing approximately 468,000 rentable
square feet. As of Dec. 31, 2023, the Company's properties are
located in 30 states and the District of Columbia and contain
approximately 20,541,000 rentable square feet. As of Dec. 31,
2023, its properties were leased to 258 different tenants, with a
weighted average remaining lease term (based on annualized rental
income) of approximately 6.4 years. The U.S. government is its
largest tenant, representing approximately 19.5% of its annualized
rental income as of Dec. 31, 2023.
As of March 31, 2024, the Company had $4 billion in total assets,
$2.7 billion in total liabilities, and $1.3 billion in total
stockholders' equity.
* * *
In May 2024, OPI announced it was actively negotiating with its
existing debtholders to exchange four series of its currently
outstanding senior unsecured notes (worth $1.7 billion at face
value) for up to $610 million of new senior secured notes and
related guarantees, with priority given to the 2025 noteholders
($650 million outstanding). The exchange would result in
debtholders receiving below the par value of the existing notes.
S&P Global Ratings lowered its issuer credit rating on OPI to 'CC'
from 'CCC' and its issue-level ratings on its senior unsecured
notes due 2025, 2026, 2027 and 2031, which are part of the proposed
exchange, to 'CC' from 'CCC'. At the same time, S&P affirmed its
'CCC' issue-level rating on the company's senior unsecured notes
due 2050, which are not part of the proposed exchange, and its 'B-'
issue-level rating on its existing secured notes due 2029. Its '3'
recovery rating on all the unsecured notes and '1' recovery rating
on the secured notes are unchanged.
S&P said, "We view the proposed transaction as a distressed
exchange and tantamount to a default. OPI announced that it is
offering the holders of its unsecured notes due 2025, 2026, 2027,
and 2031 the option to exchange their outstanding notes at below
par for up to $610 million (in aggregate) of 9.000% senior secured
notes due 2029, with priority given to the 2025 noteholders. Under
the proposed terms, the new notes will be secured by first-priority
liens on 19 properties with an adjusted total asset value of $722
million and second-priority liens on 19 additional properties that
secure OPI's credit facility with an adjusted total asset value of
approximately $1 billion. While this proposed exchange could reduce
the company's leverage, if completed, we would view it as a
technical default because lenders would likely receive far less
than they were originally promised. OPI expects to close the
transaction by the end of May.
OPI's current debt obligations include $290 million outstanding on
its secured credit facility due January 2027 (including the $100
million term loan and $190 million drawn on the revolver), $477.3
million of secured fixed-rate debt, and $1.862 billion of unsecured
notes, of which $1.7 billion would be included in the contemplated
exchange.
ONCOCYTE CORP: Appoints Andrea James as Chief Financial Officer
---------------------------------------------------------------
Oncocyte Corporation announced on June 17, 2024, that it has
appointed leading finance executive, Andrea James, to the position
of Chief Financial Officer.
"We are thrilled to welcome Andrea as we approach the inflection
point of commercial launch," Oncocyte CEO Josh Riggs said. "She has
a proven track record of guiding financial strategy through
multiple phases of growth, raising and stewarding capital, and
building relationships with high quality institutional investors.
Andrea is therefore an ideal CFO business partner to myself, the
Board of Directors and the Oncocyte team.
"We expect 2024 and 2025 to be transformative years for Oncocyte.
We have begun to establish our diagnostic tests as the research
tool of choice for the transplant community together with our
co-marketing partner Bio-Rad Laboratories. Separately, we also see
the opportunity to unlock high-value clinical diagnostic
opportunities in the oncology space, and add to our
commercialization partnerships. We eagerly anticipate Andrea's
valuable insights as we continue to drive value creation for
Oncocyte's shareholders."
Prior to joining Oncocyte, Ms. James served as Chief Communications
Officer and head of investor relations at Axon Enterprise, Inc.
(Nasdaq: AXON). She joined Axon's finance team in 2017 to build the
company's investor relations function and played an integral role
through the company's growth from $1 billion in market
capitalization to a company valued at more than $20 billion. She
led Axon's repositioning as a top-tier technology company with the
investment community and established Axon's corporate strategy
function, overseeing capital stewardship, mergers and acquisitions,
strategic partnerships and investments. Her work was instrumental
in supporting more than $550 million in equity capital offerings.
Ms. James worked in a strategic investor relations role for Tesla,
Inc. in 2016 and 2017. From 2009 to 2016 she worked as a sell-side
analyst for Dougherty & Company (now Colliers Securities), becoming
a vice president and senior research analyst. At Dougherty, she
researched emerging technologies on behalf of institutional
investors. Previously, she was a reporter at publications including
Bloomberg News and the Seattle Post-Intelligencer covering a range
of business and financial beats.
"Oncocyte is a disruptive innovator in the field of molecular
diagnostics that is on track for category leadership. The company
enjoys a top-notch management team with extensive experience in
this space," Ms. James said. "I am delighted to join and look
forward to helping to scale the company into a much larger, highly
profitable enterprise over time, while also ensuring that the
capital markets understand our exciting runway and global market
opportunity."
"I also want to commend James Liu, who has served as Oncocyte's
controller and principal accounting officer and who will continue
to serve as an important leader within our finance team," James
added.
Ms. James holds a Bachelor of Science, summa cum laude, in Computer
Information Systems from American University. She also holds a
Master of Science in Journalism from Northwestern University,
graduating with Kappa Tau Alpha honors. While at Dougherty, her
Financial Industry Regulatory Authority (FINRA) licenses included
the Series 7, 86, 87 and 63.
About Oncocyte Corp.
Irvine, Calif.-based Oncocyte Corporation, incorporated in 2009 in
the state of California, is a precision diagnostics company focused
on developing and commercializing proprietary tests in three areas:
VitaGraft is a blood-based solid organ transplantation monitoring
test, DetermaIO is a gene expression test that assesses the tumor
microenvironment to predict response to immunotherapies, and
DetermaCNI is a blood-based monitoring tool for monitoring
therapeutic efficacy in cancer patients.
As of March 31, 2024, the Company has $71 million in total assets,
$54.1 million in total liabilities, $5.3 million in commitments and
contingencies, and $11.6 million in total stockholders' equity.
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 within the next 12
months. Oncocyte said, "Since formation, we have financed our
operations primarily through the sale of our common stock,
preferred stock and warrants. We have incurred operating losses and
negative cash flows since inception and had an accumulated deficit
of $299 million as of March 31, 2024. At March 31, 2024, we had
$5.6 million of cash and cash equivalents. We expect to continue to
incur operating losses and negative cash flows for the near future.
Our expectation to generate operating losses and negative operating
cash flows in the future and the need for additional funding to
support our planned operations raise substantial doubt regarding
our ability to continue as a going concern"
OUTFRONT MEDIA: Extends AR Facility With MUFG Bank Until June 2027
------------------------------------------------------------------
OUTFRONT Media Inc. disclosed in Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on June 14, 2024, the
Company, certain subsidiaries of the Company and MUFG Bank, Ltd.
entered into an Amendment No. 8, dated as of June 14, 2024, to the
Amended and Restated Receivables Purchase Agreement, dated as of
July 19, 2019 (as previously amended and as amended by the
Amendment, the "Amended and Restated RPA"), by and among Outfront
Media LLC, Outfront Media Receivables LLC, Outfront Media
Receivables TRS, LLC, MUFG, the other parties thereto from time to
time as purchasers and group agents, and Gotham Funding
Corporation.
As previously disclosed, the Company and certain subsidiaries of
the Company entered into a revolving accounts receivable
securitization facility ("AR Facility") with MUFG, as a committed
purchaser, group agent and administrative agent, which terminates
in May 2025.
Pursuant to 8th Amendment, the Company:
(a) extended the term of the AR Facility so that it will now
terminate on June 14, 2027, unless further extended; and
(b) modified the upfront fee and modified the program fee so
that the program fee may increase or decrease based on the
Company's Consolidated Net Secured Leverage Ratio.
The remaining terms of the Amended and Restated RPA are
substantially the same as the terms under the previous version of
this agreement, including with respect to termination events and
loan acceleration.
In connection with the AR Facility, Outfront Media LLC and Outfront
Media Outernet Inc., each a wholly-owned subsidiary of the Company,
and certain of the Company's taxable real estate investment trust
subsidiaries, will sell and/or contribute their respective existing
and future accounts receivable and certain related assets to either
Outfront Media Receivables LLC, a special purpose vehicle and
wholly-owned subsidiary of the Company relating to the Company's
qualified real estate investment trust subsidiary accounts
receivable assets or Outfront Media Receivables TRS, LLC, a special
purpose vehicle and wholly-owned subsidiary of the Company relating
to the Company's TRS accounts receivable assets. The SPVs may
transfer undivided interests in their respective accounts
receivable assets to certain purchasers from time to time. The SPVs
are separate legal entities with their own separate creditors who
will be entitled to access the SPVs' assets before the assets
become available to the Company. Accordingly, the SPVs' assets are
not available to pay creditors of the Company or any of its
subsidiaries, although collections from the receivables in excess
of amounts required to repay the Purchasers and other creditors of
the SPVs may be remitted to the Company. Outfront Media LLC will
service the accounts receivables on behalf of the SPVs for a fee.
The Company has agreed to guarantee the performance of the
Originators and Outfront Media LLC, in its capacity as servicer, of
their respective obligations under the agreements governing the AR
Facility. Neither the Company, the Originators nor the SPVs
guarantee the collectability of the receivables under the AR
Facility. Further, the TRS SPV and the QRS SPV are jointly and
severally liable for their respective obligations under the
agreements governing the AR Facility.
The SPVs pay Yield at the then applicable Yield Rate with respect
to amounts advanced by the Purchasers under the AR Facility. The
Company is also required to pay an upfront fee, a program fee, and
a commitment fee in connection with the AR Facility.
The Amended and Restated RPA contains customary representations and
warranties, affirmative and negative covenants, and termination
events provisions, including but not limited to those providing for
the acceleration of amounts owed under the AR Facility if, among
other things, the SPVs fail to pay Yield or the Originators fail to
pay interest or other amounts due, the SPVs or the Originators
become insolvent or subject to bankruptcy proceedings or certain
judgments, or the SPVs or the Originators breach certain
representations and warranties or covenants.
About OUTFRONT Media Inc.
Headquartered in New York, OUTFRONT Media Inc. leases advertising
space on out-of-home advertising structures and sites. As of March
31, 2024, the Company has $5.51 billion in total assets, $4.87
billion in total liabilities, and $647.2 million in total equity.
* * *
Egan-Jones Ratings Company on April 5, 2024, maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by OUTFRONT Media Inc.
PANDA ACQUISITION: Cliffwater CL Marks $15.6MM Loan at 15% Off
--------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $15,600,000
loan extended to Panda Acquisition LLC to market at $13,200,023 or
85% of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater CL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
Panda Acquisition LLC. The loan accrues interest at a rate of
11.66% (SOFR+625) per annum. The loan matures on October 18, 2028.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended). The Fund
commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Panda Acquisition LLC is a company engaged in the industrial
sector.
PANDA ACQUISITION: Cliffwater EL Marks $3.8MM Loan at 15% Off
-------------------------------------------------------------
The Cliffwater Enhance Lending Fund has marked its $3,875,000 loan
extended to Panda Acquisition LLC to market at $3,278,852 or 85% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Cliffwater EL's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
The Cliffwater EL is a participant in a First Lien Term Loan to
Panda Acquisition LLC. The loan accrues interest at a rate of
11.66% (SOFR+625) per annum. The loan matures on October 18, 2028.
The Cliffwater EL is a closed-end non-diversified management
investment company registered under the Investment Company Act of
1940, as amended, and was organized as a Delaware statutory trust
on January 22, 2021. The Fund is a that operates as an interval
fund.
The Cliffwater EL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Panda Acquisition LLC is a company engaged in the industrial
sector.
PAYKICKSTART LLC: Case Summary & One Unsecured Creditor
-------------------------------------------------------
Debtor: PayKickstart, LLC
508 Lake Cove Pointe Circle
Winter Garden, FL 34787
Chapter 11 Petition Date: June 19, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-03076
Judge: Hon. Lori V. Vaughan
Debtor's Counsel: Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
E-mail: dvelasquez@lathamluna.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jared Schneider as managing member.
The Debtor listed Boopos Warehouse LLC, located at 114 NW 25th
Street Miami, FL 33127, as its sole unsecured creditor holding a
claim of $1.8 million for promissory note.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/U3UJWSA/PayKickstart_LLC__flmbke-24-03076__0001.0.pdf?mcid=tGE4TAMA
PEGRUM CREEK: Bankruptcy Administrator Unable to Appoint Committee
------------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Northern District of
Alabama disclosed in a filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
Pegrum Creek, LLC.
About Pegrum Creek
Pegrum Creek, LLC, a company in New Market, Ala., is engaged in
activities related to real estate.
Pegrum Creek filed Chapter 11 petition (Bankr. N.D. Ala. Case No.
24-81037) on June 3, 2024, with $1 million to $10 million in assets
and $10 million to $50 million in liabilities. William E. Taylor,
Jr., president, signed the petition.
Judge Clifton R. Jessup, Jr. presides over the case.
Stuart Maples, Esq., at Thompson Burton, PLLC represents the Debtor
as legal counsel.
PINEAPPLE ENERGY: Implements 15-for-1 Reverse Stock Split
---------------------------------------------------------
Pineapple Energy Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that effective June 12,
2024, the Company amended its Fourth Amended and Restated Articles
of Incorporation to implement a 15-for-1 reverse stock split. The
Company's common stock began trading on a split-adjusted basis when
the market opened on June 12, 2024.
As a result of the reverse stock split, at 12:01 a.m. Central Time
on the Effective Date, every 15 shares of common stock then issued
and outstanding automatically were combined into one share of
common stock, with no change in par value per share. No fractional
shares were outstanding following the reverse stock split, and any
fractional shares that would have resulted from the reverse stock
split will be settled in cash. The total number of shares
authorized for issuance was reduced to 7,500,000 in proportion to
the reverse stock split. The text of the Articles of Amendment of
the Fourth Amended and Restated Articles of Incorporation of the
Company that effected the foregoing actions is attached hereto as
Exhibit 3.1 and incorporated herein by reference.
Effective as of the same time as the reverse stock split, the
number of shares of common stock available for issuance under the
Company's equity compensation plans were automatically reduced in
proportion to the reverse stock split. Upon effectiveness, the
reverse stock split also resulted in reductions in the number of
shares of common stock issuable upon exercise or vesting of equity
awards in proportion to the reverse stock split and caused a
proportionate increase in exercise price or share-based performance
criteria, if any, applicable to such awards.
About Pineapple Energy Inc.
Pineapple Energy Inc. is a growing domestic operator and
consolidator of residential and commercial solar, battery storage,
and grid services solutions. Its strategy is focused on acquiring,
integrating, and growing leading local and regional solar, storage,
and energy services companies nationwide. Pineapple is primarily
engaged in the sale, design, and installation of photovoltaic solar
energy systems and battery storage systems through its Hawaii-based
Hawaii Energy Connection and New York-based SUNation Solar Systems
entities.
As of December 31, 2023, the Company had $58.2 million in total
assets, $37.7 million in total liabilities, and $20.4 million in
total stockholders' equity.
Melville, N.Y.-based UHY LLP, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated March
29, 2024, citing that the Company's current financial position and
the Company's forecasted future cash flows for 12 months beyond the
date of issuance of the financial statements indicate that the
Company will not have sufficient cash to make the first SUNation
earnout payment in the second quarter of 2024 or the first
principal payment of the Long-Term Note due on November 9, 2024,
factors which raise substantial doubt about the Company's ability
to continue as a going concern.
POLARIS NEWCO: Cliffwater EL Marks $14.6MM Loan at 21% Off
----------------------------------------------------------
The Cliffwater Enhance Lending Fund has marked its $14,693,001 loan
extended to Polaris Newco, LLC to market at $11,626,276 or 79% of
the outstanding amount, as of September 30, 2023, according to a
disclosure contained in Cliffwater EL's Amended Form N-CSR for the
fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
The Cliffwater EL is a participant in a Second Lien Term Loan to
Polaris Newco, LLC. The loan accrues interest at a rate of 14.44%
(SOFR+900) per annum. The loan matures on June 4, 2029.
The Cliffwater EL is a closed-end non-diversified management
investment company registered under the Investment Company Act of
1940, as amended, and was organized as a Delaware statutory trust
on January 22, 2021. The Fund is a that operates as an interval
fund.
The Cliffwater EL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Polaris Newco, LLC is a global provider of information services and
software to the automotive and fleet industries. Customers include
automobile and property insurance companies, collision repair and
maintenance service facilities, auto dealers, fleet operators and
others. The company was formed in July of 2021 from the combination
of Solera, LLC, Omnitracs, LLC and DealerSocket LLC. Private equity
sponsor Vista Equity Partners ("Vista") is the majority owner of
the combined entity.
POLYPHASE ELEVATOR: Cliffwater CL Marks $3.3MM Loan at 41% Off
--------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $3,338,318
loan extended to Polyphase Elevator Holding to market at $1,986,299
or 59% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in Cliffwater CL's Amended Form N-CSR for
the fiscal year ended March 31, filed with the Securities and
Exchange Commission.
The Cliffwater CL is a participant in a Delayed Draw Loan to
Polyphase Elevator Holding. The loan accrues interest at a rate of
11.40%, 5% Payment In Kind (SOFR+100) per annum. The loan matures
on June 23, 2027.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended).
The Fund commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Polyphase Elevator Holding is a company engaged in the industrial
sector.
POLYPHASE ELEVATOR: Cliffwater CL Marks $9.7MM Loan at 41% Off
--------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $9,774,436
loan extended to Polyphase Elevator Holding to market at $5,815,789
or 59% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in Cliffwater CL's Amended Form N-CSR for
the fiscal year ended March 31, filed with the Securities and
Exchange Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
Polyphase Elevator Holding. The loan accrues interest at a rate of
11.40%, 5% Payment In Kind (SOFR+100) per annum. The loan matures
on June 23, 2027.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended).
The Fund commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Polyphase Elevator Holding is a company engaged in the industrial
sector.
PREMIER DENTAL: S&P Lowers ICR to 'SD' on Distressed Exchange
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Premier
Dental Services Inc. (doing business as Sonrava Health)to 'SD'
(selective default) from 'CC'.
At the same time, S&P lowered its issue-level ratings on the
first-lien secured term loan and revolving credit facility (RCF) to
'D' from 'CC'.
S&P said, "The downgrade comes after Sonrava completed a
restructuring transaction that we view as distressed and tantamount
to a default. On June 14, 2024 the company completed a
restructuring transaction where it exchanged existing first-lien
term loans and revolving credit facility for second-out term loans
with full participation from existing lenders. For the first two
years, beginning at the close of the transaction, the second-out
term loans will now receive a significant portion of interest as
paid in kind (PIK) and concede an amortization holiday. As part of
the transaction, the company also placed about $184 million
(inclusive of a 5% PIK premium paid to first-out lenders) in
first-out term loans, senior to the exchanged second-out tranche.
"In our view, despite the par-for-par exchange, the interest rate
increase of about 200 basis points (bps) does not adequately
compensate lenders for receiving lower priority, less cash interest
for a two-year period, and slower debt amortization. We view PIK
interest and fees as significantly less valuable than cash
compensation, especially considering the underlying is a second-out
facility in a distressed situation, which are often subject to
subsequent restructuring.
"We believe placement of the new first-out term loan will alleviate
most of Sonrava's near-term liquidity pressure. Additionally, we
expect the transaction to provide some benefit to cash flow
generation given the lower cash-pay profile of the new capital
structure--at least for the next two years, providing some time to
execute on turn-around efforts.
"We intend to raise our issuer credit rating on Sonrava in the next
few days, consistent with its go-forward creditworthiness. We also
intend to update our issue-level and recovery ratings based on
Sonrava's new capital structure."
Sonrava (formerly known as Western Dental & Orthodontics) is a
dental service organization (DSO) that provides management services
to associated dental centers. It is affiliated with approximately
525 dental practices in 23 states, mainly in California and Texas.
Sonrava generated about $980 million of total net revenues in 2023.
It has been majority owned by private-equity firm New Mountain
Capital since 2012.
QLESS INC: Case Summary & 19 Unsecured Creditors
------------------------------------------------
Debtor: QLess, Inc.
21 Miller Alley, Suite 210
Pasadena, CA 91105
Business Description: QLess was founded in 2009, in Pasadena,
California as a software startup operating
from the cloud serving as a queue management
platform for customers to access over the
internet, thus eliminating customer time
spent waiting in line for service.
Chapter 11 Petition Date: June 19, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-11395
Judge: Hon. Brendan Linehan Shannon
Debtor's Counsel: James E. O'Neil, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
Wilmington, DE 19899
Tel: (302) 652-4100
E-mail: joneill@pszjlaw.com
Debtor's
Claims,
Noticing &
Solicitation
Agent: KURTZMAN CARSON CONSULTANTS LLC
Total Assets as of June 19, 2024: $5,455,608
Total Liabilities as of June 19, 2024: $13,504,290
The petition was signed by James Harvey as CEO.
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/EGKWF6Y/Qless_Inc__debke-24-11395__0001.0.pdf?mcid=tGE4TAMA
QURATE RETAIL: All Proposals Passed at Annual Meeting
-----------------------------------------------------
At Qurate Retail, Inc.'s annual meeting of stockholders, the
following proposals were considered and approved by the
stockholders of the Company:
(1) Elected Richard N. Barton, David Rawlinson II and Gregory B.
Maffei to continue serving as Class II members of the Company's
board of directors until the 2027 annual meeting of stockholders or
their earlier resignation or removal;
(2) Ratified the selection of KPMG LLP as the Company's
independent auditors for the fiscal year ending December 31, 2024;
and
(3) Approved, on an advisory basis, the compensation of the
Company's named executive officers as described in the definitive
proxy statement relating to the Annual Meeting under the heading
"Executive Compensation" (the "say-on-pay proposal").
About Qurate Retail
Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns
controlling and non-controlling interests in a broad range of video
and online commerce companies. The Company's largest businesses
and reportable segments are QxH (QVC U.S. and HSN) and QVC
International. QVC, Inc., which includes QxH and QVC International,
markets and sells a wide variety of consumer products in the United
States and several foreign countries via highly engaging
video-rich, interactive shopping experiences. Cornerstone Brands,
Inc. consists of a portfolio of aspirational home and apparel
brands, and is a reportable segment. The Company's "Corporate and
other" category includes its consolidated subsidiary Zulily, LLC,
along with various cost and equity method investments.
As of March 31, 2024, the Company has $10.98 billion in total
assets, $10.63 billion in total liabilities, and $351 million in
total stockholders' equity.
* * *
As reported by the TCR on April 22, 2024, S&P Global Ratings
revised its outlook to stable from negative and affirmed all its
ratings on U.S.-based video commerce and online retailer Qurate
Retail Inc., including its 'CCC+' issuer credit rating. The stable
outlook reflects S&P's expectation that Qurate will maintain
sufficient liquidity over the next 12 months despite its view its
capital structure remains unsustainable, as further cost reductions
offset sales weakness and support profit recovery.
RAPID7 INC: All Proposals Passed at Annual Meeting
--------------------------------------------------
Rapid7, Inc. held its 2024 Annual Meeting of Stockholders, during
which the Company's stockholders:
(1) Elected the Michael Berry, Marc Brown, Judy Bruner, Ben
Holzman, J. Benjamin Nye, Tom Schodorf, Reeny Sondhi, and Corey
Thomas for director to hold office until the 2025 Annual Meeting of
Stockholders.
(2) Ratified the selection by the Audit Committee of the
Company's board of directors of KPMG LLP as the independent
registered public accounting firm of the Company for its fiscal
year ending December 31, 2024.
(3) Approved, on an advisory basis, the compensation of the
Company's named executive officers as described in the Company's
definitive proxy statement on Schedule 14A filed with the U.S.
Securities and Exchange Commission on April 19, 2024.
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.
RECEPTION PURCHASER: CIM Real Marks $2.1MM Loan at 35% Off
----------------------------------------------------------
CIM Real Assets & Credit Fund has marked its $2,156,707 loan
extended to Reception Purchaser, LLCto market at $1,412,643 or 65%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in CIM Real's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
CIM Real is a participant in a Second Lien Initial Term Loan to
Reception Purchaser, LLC. The loan accrues interest at a rate of
11.54% (3M SOFR+6.000%) per annum. The loan matures on March 24,
2028.
CIM Real is a Delaware statutory trust, is a non-diversified,
closed-end management investment company, registered under the
Investment Company Act of 1940, as amended. The Fund engages in a
continuous offering of shares and operates as an interval fund that
offers to make quarterly repurchases of shares at net asset value.
The Fund's fiscal year ends September 30.
CIM Real is led by Chief Executive Officer & Trustee, David
Thompson; and Barry N. Berlin, Chief Financial Officer & Treasurer.
The Fund can be reached through:
David Thompson
Chief Executive Officer
CIM Real Assets & Credit Fund
4700 Wilshire Boulevard
Los Angeles, California 90010
Reception Purchaser LLC is the borrower and parent company of
operating entity STG Logistics Inc.
REDSTONE HOLDCO: CIM Real Marks $800,000 Loan at 40% Off
--------------------------------------------------------
CIM Real Assets & Credit Fund has marked its $800,000 loan extended
to Redstone HoldCo 2 LPto market at $481,332 or 60% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in CIM Real's Amended Form N-CSR for the fiscal year
ended March 31, filed with the Securities and Exchange Commission.
CIM Real is a participant in a Second Lien Initial Term Loan to
Redstone HoldCo 2 LP. The loan accrues interest at a rate of
13.183% (3M SOFR+7.750%) per annum. The loan matures on April 27,
2029.
CIM Real is a Delaware statutory trust, is a non-diversified,
closed-end management investment company, registered under the
Investment Company Act of 1940, as amended. The Fund engages in a
continuous offering of shares and operates as an interval fund that
offers to make quarterly repurchases of shares at net asset value.
The Fund's fiscal year ends September 30.
CIM Real is led by Chief Executive Officer & Trustee, David
Thompson; and Barry N. Berlin, Chief Financial Officer & Treasurer.
The Fund can be reached through:
David Thompson
Chief Executive Officer
CIM Real Assets & Credit Fund
4700 Wilshire Boulevard
Los Angeles, California 90010
Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of
the buyout of the RSA Security business from Dell Inc.
REGAL FREIGHT: Judy Wolf Weiker Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 10 appointed Judy Wolf Weiker of
Manewitz Weiker Associates, LLC as Subchapter V trustee for Regal
Freight Lines, LLC.
Ms. Weiker 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. Weiker declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Judy Wolf Weiker
Manewitz Weiker Associates, LLC
P.O. Box 40185
Indianapolis, IN 46240
Phone: 973-768-2735
Email: JWWtrustee@manewitzweiker.com
About Regal Freight Lines
Regal Freight Lines, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-03026) on June
10, 2024, with $500,001 to $1 million in both assets and
liabilities.
Judge James M. Carr presides over the case.
Shawn Brock, Esq., at Brock Legal, LLC represents the Debtor as
bankruptcy counsel.
RMLJ HOLDINGS: 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 RMLJ
Holdings 1, LLC.
Mr. Burr will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. 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 RMLJ Holdings 1
RMLJ Holdings 1, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04630) on June 10,
2024. In the petition signed by Philip G. Zweig, manager, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Brenda K. Martin oversees the case.
D. Lamar Hawkins, Esq., at Guidant Law, PLC serves as the Debtor's
bankruptcy counsel.
SDI GIFT CARD: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: SDI Gift Card LLC
160 Corporate Court
Meriden, CT 06450
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-11387
Judge: Hon. Mary F. Walrath
Debtor's Counsel: Maria Aprile Sawczuk, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
501 Silverside Road, Suite 65
Wilmington, DE 19809
Tel: 302-444-6710
Fax: 302-444-6709
Email: marias@goldmclaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by David Barton, authorized representative
Bob's EMS Holdings LLC, manager of Debtor's Sole Member .
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/MYFGSEY/SDI_Gift_Card_LLC__debke-24-11387__0001.0.pdf?mcid=tGE4TAMA
SHORT FORK DEVELOPMENT: Seeks to Sell Real Property for $1.5MM
--------------------------------------------------------------
Short Fork Development, LLC asked the U.S. Bankruptcy Court for the
Northern District of Mississippi to approve the sale of its real
property to SH Properties, LLC for $1.5 million.
The property consists of 42 lots in Hernando, Miss., and
approximately 49.91 acres of land in Desoto County, Miss.
Short Fork is selling the property "free and clear" of liens,
claims and interests, with the exception of ad valorem tax claims.
The sale must be completed no later than Oct. 10.
About Short Fork Development
Short Fork Development, LLC, a company in Hernando, Miss., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. N.D. Miss. Case No. 23-13660) on Nov. 30, 2023, with $1
million to $10 million in both assets and liabilities. Guy Hendrix,
member, signed the petition.
Judge Jason D. Woodard oversees the case.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC
represents the Debtor as bankruptcy counsel.
SINGING MACHINE: Acquires AI Freight Leader SemiCab Inc.
--------------------------------------------------------
The Singing Machine Company, Inc. has executed a definitive
agreement to acquire SemiCab, Inc., a leading artificial
intelligence technology company that optimizes freight for Fortune
1000 clients in the U.S. and Indian markets.
SemiCab's AI technology was developed specifically to build a
hyper-efficient trucking network that operates at a 90%+
utilization level, well above the industry standard of 65%. This
technology connects thousands of parties on a single network,
building fully optimized transit routes that drive costs
efficiencies for both the customer and the shipper. SemiCab's
founder and software development team has more than 30 years of
experience developing increasingly complex software solutions for
the global freight and logistics market.
"We are very pleased to announce the acquisition of SemiCab,"
commented Gary Atkinson, CEO of Singing Machine. "They have a
disruptive, cutting-edge AI-powered technology. They have world
class customers that are eager to expand their current
relationships. Lastly, SemiCab's technology creates a compelling
financial win-win for carriers and enterprise-level Fortune 1000
clients alike through significant cost savings and efficiencies.
For the benefit of our shareholders, we view this transaction as a
complete overhaul of our growth prospects, our ability to create
shareholder value, and to scale SemiCab to be a global force in the
logistics space for many years to come," concluded Mr. Atkinson.
"I am very proud that our company was able to partner with Mr.
Atkinson and the team at Singing Machine," commented Ajesh Kapoor,
founder and Chief Technology Officer at SemiCab. "For the past six
years, we developed a powerful, disruptive AI-powered technology.
We leveraged this to quickly attract a number of world-class pilot
clients in the US."
Mr. Kapoor continued, "We quickly parlayed our successful US pilot
to expand and partner with multiple Fortune 1000 clients across
much of India. The only missing ingredient was an efficient,
scalable path to growth capital. Today, our partnership with the
team at the Singing Machine is the first step in scaling our client
footprint across the US, India, and hopefully many more markets to
come."
"We view the Indian market specifically as a path that offers
tremendous growth potential. A group of approximately 30 Fortune
1000 clients with over $1 billion in annual shipping expenses in
the Indian markets recognized the potential benefits of
establishing a National Digital Freight Exchange and made it a
priority to leverage the freight optimization capabilities of
SemiCab's AI-powered technology. Semi-Cab already serves almost a
third of the NDFE members today, and we are very excited to expand
our relationships in that market in the near term."
"We believe we are at least five years ahead of any potential
competitors in terms of the capabilities and validation of our
technology. To capitalize on this, we saw the opportunity to
partner with Singing Machine as a very cost effective, sensible way
to unlock the value of our business for all shareholders. We look
forward to being a part of what we believe will be a compelling
success story in the adoption of AI-driven technology to impact one
of the largest global industry verticals for many years to come,"
concluded Mr. Kapoor.
The transaction was structured as an asset purchase/sale. At
closing, Singing Machine will issue to SemiCab 952,710 shares of
its common stock, which represents approximately 15% of the
Company's issued and outstanding common stock as of June 11, 2024
and the assumption of approximately $2.6 million in liabilities as
of March 31, 2024. In addition, at closing Singing Machine will
issue to SemiCab a 20% membership interest in its newly formed
wholly owned subsidiary, SemiCab Holdings, LLC. The acquisition is
subject to various closing conditions, including the Company
consummating a capital raise of $1.7 million and other customary
closing conditions.
As part of the transaction, the Company also entered into an option
agreement to acquire SMCB Solutions Private Limited, an Indian
based wholly owned subsidiary of SemiCab. This entity currently
operates from Bangalore India and serves the combined businesses
technology needs as well as India-based enterprise customers.
Consideration for this part of the transaction will include an
additional 314,485 shares of the Company's Common Stock. This
transaction is expected to close before August 31, 2024, subject to
certain regulatory compliance and approvals in India. This
subsidiary has generated approximately $1.4 million in sales for
the last twelve-month period ended March 31, 2024.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission with further information
regarding the acquisition is available at
https://tinyurl.com/mcbay8s9
About The Singing Machine Company
The Singing Machine Company is primarily engaged in the
development, marketing, and sale of consumer karaoke audio
equipment, accessories, and musical recordings. It is a leading
global karaoke and music entertainment company that specializes in
the design and production of quality karaoke and music enabled
consumer products for adults and children.
As of December 31, 2023, the Company had $27,715,000 in total
assets, $20,137,000 in total liabilities, and $7,578,000 in total
stockholders' equity.
Philadelphia, Pennsylvania-based Marcum LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 15, 2024, citing that the Company has a significant
working capital deficiency, has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SOLID BIOSCIENCES: RA Capital, 3 Others Report Stakes
-----------------------------------------------------
RA Capital Management, L.P. disclosed in a Schedule 13D/A with the
U.S. Securities and Exchange Commission that as of June 11, 2024,
the firm and affiliated entities -- Peter Kolchinsky and Rajeev
Shah -- beneficially owned 4,358,478 shares of Solid Biosciences'
common stock, representing 11.3% of the shares outstanding.
Meanwhile, RA Capital Healthcare Fund, L.P., an affiliate,
beneficially owned 4,192,216 shares, representing 10.9% of the
shares outstanding.
The Reporting Persons' beneficial ownership of Solid Biosciences's
Common Stock consists of (i) 4,192,216 shares of Common Stock
directly held by the Fund; (ii) 109,661 shares of Common Stock
directly held by the RA Capital Nexus Fund, L.P; (iii) 28,569
shares of Common Stock directly held by a separately managed
account; and (iv) a total of 28,032 vested stock options (right to
buy) held by Rajeev Shah for the benefit of RA Capital. Mr. Shah
resigned from the board of directors of Solid Biosciences effective
June 11, 2024.
RA Capital Healthcare Fund GP, LLC is the general partner of the
Fund and RA Capital Nexus Fund II GP, LLC is the general partner of
the Nexus Fund. The general partner of RA Capital is RA Capital
Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the
controlling persons. RA Capital serves as investment adviser for
each of the Fund, the Nexus Fund and the Account and may be deemed
a beneficial owner, for purposes of Section 13(d) of the Act, of
any securities of Solid Biosciences held by the Fund, the Nexus
Fund or the Account. Each of the Fund and the Nexus Fund has
delegated to RA Capital the sole power to vote and the sole power
to dispose of all securities held in its portfolio, including the
shares of Solid Biosciences's Common Stock reported herein. Because
each of the Fund and the Nexus Fund has divested itself of voting
and investment power over the reported securities it holds and may
not revoke that delegation on less than 61 days' notice, each of
the Fund and the Nexus Fund disclaims beneficial ownership of the
securities it holds for purposes of Section 13(d) of the Act and
therefore disclaims any obligation to report ownership of the
reported securities under Section 13(d) of the Act. As managers of
RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial
owners, for purposes of Section 13(d) of the Act, of any securities
of Solid Biosciences beneficially owned by RA Capital. RA Capital,
Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the
securities reported in this Schedule 13D/A other than for the
purpose of determining their obligations under Section 13(d) of the
Act, and the filing of this Schedule 13D/A shall not be deemed an
admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is
the beneficial owner of such securities for any other purpose.
A full-text copy of RA Capital's SEC report is available at
https://tinyurl.com/4txkt7ft
About Solid Biosciences
Charlestown, Mass.-based Solid Biosciences, Inc. is a life sciences
company focused on advancing a portfolio of current and future gene
therapy candidates, including SGT-003 for the treatment of Duchenne
muscular dystrophy, SGT-501 for the treatment of catecholaminergic
polymorphic ventricular tachycardia, and additional assets for the
treatment of cardiac and other diseases, at different stages of
development with varying levels of investment.
As of March 31, 2024, the Company has $248.7 million in total
assets, $38 million in total liabilities, and $210.7 million in
total stockholders' equity.
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. According to the
Company, as of March 31, 2024, it had an accumulated deficit of
$683.1 million. During the three months ended March 31, 2024, the
Company incurred a net loss of $24.3 million and used $25.2 million
of cash in operations. The Company expects to continue to generate
operating losses in the foreseeable future. Based upon its current
operating plan, the Company expects that its cash, cash equivalents
and available-for-sale securities of $206.1, million excluding
restricted cash of $1.8 million, as of March 31, 2024, will be
sufficient to fund its operating expenses and capital expenditure
requirements for at least 12 months. However, the Company has based
this estimate on assumptions that may prove to be wrong, and its
operating plan may change as a result of many factors currently
unknown to it.
As a result, the Company could deplete its capital resources sooner
than it currently expects. The Company expects to finance its
future cash needs through a combination of equity offerings, debt
financings, collaborations, strategic partnerships and alliances or
licensing arrangements. If the Company is unable to obtain funding,
the Company would be forced to delay, reduce or eliminate some or
all of its research and development programs, preclinical and
clinical testing or commercialization efforts, which could
adversely affect its business prospects.
SONOMA PHARMACEUTICALS: Posts $4.84MM Net Loss in FY 2024
---------------------------------------------------------
Sonoma Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$4,835,000 on $12,735,000 of revenue for the fiscal year ended
March 31, 2024, compared to a net loss of $5,151,000 on $13,272,000
of revenue for the fiscal year ended March 31, 2023.
At March 31, 2024 and 2023, the Company's accumulated deficit
amounted to $194,349,000 and $189,514,000, respectively, and had a
working capital of $8,829,000 and $10,081,000 as of March 31, 2024
and 2023, respectively. During the years ended March 31, 2024 and
2023, the Company's net cash used in operating activities amounted
to $2,398,000 and $6,152,000, respectively. As of March 31, 2024,
it had cash and cash equivalents of $3,128,000.
Tampa, Fla.-based Frazier & Deeter, LLC, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated June 17, 2024, citing that the Company has incurred
significant losses and negative operating cash flows and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about its
ability to continue as a going concern.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/y5yyejrf
About Sonoma Pharmaceuticals
Sonoma Pharmaceuticals, Inc. (NASDAQ: SNOA) --
http://www.sonomapharma.com/-- is a global healthcare company
developing and producing stabilized hypochlorous acid, or HOCl,
products for a wide range of applications, including wound care,
eye care, oral care, dermatological conditions, podiatry, animal
health care and non-toxic disinfectants. The Company's products
reduce infections, itch, pain, scarring, and harmful inflammatory
responses in a safe and effective manner. In-vitro and clinical
studies of HOCl show it to have impressive antipruritic,
antimicrobial, antiviral, and anti-inflammatory properties. The
Company's stabilized HOCl immediately relieves itch and pain, kills
pathogens and breaks down biofilm, does not sting or irritate the
skin, and oxygenates the cells in the area treated, assisting the
body in its natural healing process. The Company sells it products
either directly or via partners in 55 countries worldwide.
As of March 31, 2024, the Company had $14,740,000 in total assets,
$8,603,000 in total liabilities, and a total stockholders' deficit
of $6,137,000.
SS INNOVATIONS: Named Finalist in Surgical Robotics Awards 2024
---------------------------------------------------------------
SS Innovations International, Inc. was recently selected as a
finalist in the Surgical Robotics Industry Awards 2024 in the
"Outstanding Company" category. The Company's SSi Mantra Surgical
Robotic System is now at work daily in 40 hospitals in India and at
the Johns Hopkins University Hospital Minimally Invasive Surgical
Training and Innovation Center (MISTIC), where one system has been
installed for clinical training and evaluation purposes.
Other finalists in the Outstanding Company category include
Intuitive, Medtronic Robotic-Assisted Surgery, CMR Surgical,
Distalmotion, KUKA, meerecompany Inc., Meril Healthcare, Moon
Surgical and Stryker.
The awards celebrate the best of the industry, recognizing the
outstanding contributions of organizations, individuals, and
technologies across five categories: Outstanding Company, Industry
Leadership, Innovative Start-Up, Outstanding Healthcare Provider,
and Groundbreaking Technology. The Outstanding Company category
highlights outstanding businesses/commercial success, as well as
innovative products, processes, services, technologies and
procedures. In partnership with Novanta, the Surgical Robotics
Industry Awards will be announced on June 26, 2024.
"We are honored to be recognized alongside industry giants in
robotic surgery and we are equally proud of our Company's
significant growth in such a short time, including the recent
milestone of completing 100 robotic cardiac surgeries," said Dr.
Sudhir Srivastava, SS Innovations' Chairman and CEO. "This accolade
from our peers is a testament to our team's hard work and the
impactful benefits our technologies bring to the healthcare
community and beyond. As the robotic surgery market continues to
flourish, we are further motivated by this recognition as we expand
our offerings and reach, aiming to bring these vital technologies
to more regions around the world."
SS Innovations' SSi Mantra Surgical Robotic System provides the
capabilities for cardiothoracic, head and neck, gynecology,
urology, general surgery and more. SS Innovations has commenced the
regulatory approval process in the United States and the European
Union and anticipates receiving FDA approval to market and CE Mark
approval in 2025.
About SS Innovations International
Gurugram, Haryana, India-based SS Innovations International, Inc.
(OTC: SSII) is a developer of innovative surgical robotic
technologies with a vision to make the benefits of robotic surgery
affordable and accessible to a larger part of the global
population. SSII's product range includes its proprietary "SSi
Mantra" surgical robotic system, and "SSi Mudra", its wide range of
surgical instruments capable of supporting a variety of surgical
procedures including robotic cardiac surgery. SSII's business
operations are headquartered in India and SSII has plans to expand
the presence of its technologically advanced, user-friendly, and
cost-effective surgical robotic solutions, globally.
As of December 31, 2023, the Company had $25.48 million in total
assets, $11.18 million in total liabilities, and $14.3 million in
total stockholders' equity.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's former
auditor, issued a "going concern" qualification in its report dated
March 22, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
On May 13, 2024, the Company dismissed BF Borgers CPA PC as its
independent registered public accounting firm, after the firm and
its owner, Benjamin F. Borgers, were charged by the Securities and
Exchange Commission with deliberate and systemic failures to comply
with Public Company Accounting Oversight Board (PCAOB) standards in
its audits and reviews incorporated in more than 1,500 SEC filings
from January 2021 through June 2023; falsely representing to their
clients that the firm's work would comply with PCAOB standards;
fabricating audit documentation to make it appear that the firm's
work did comply with PCAOB standards; and falsely stating in audit
reports included in more than 500 public company SEC filings that
the firm's audits complied with PCAOB standards. Borgers agreed to
pay a $14 million civil penalty and agreed to permanent suspensions
from appearing and practicing before the Commission as accountants,
effective immediately.
On May 29, 2024, the Company engaged BDO India LLP as its new
independent registered public accounting firm. The engagement was
approved by the Company's board of directors by unanimous written
consent in lieu of a meeting dated May 23, 2024.
SSE DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SSE Development AZ, LLC
4246 S. 37th Street
Phoenix AZ 85040
Chapter 11 Petition Date: June 19, 2024
Court: United States Bankruptcy Court
District of Arizona
Case No.: 24-04919
Debtor's Counsel: Patrick Keery, Esq.
KEERY MCCUE, PLLC
6803 E. Main Street Suite 1116
Scottsdale AZ 75251
Tel: (480) 478-0709
E-mail: pfk@keerymccue.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tim Maruyama as member/owner.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OBE3T6Y/SSE_DEVELOPMENT_AZ_LLC__azbke-24-04919__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. MGM Wise $281,775
1850 N. Central Ave.
16th Floor
Phoenix, AZ, 85004
2. First Citizen Bank & Monies Loaned/ $168,019
Trust Company Advanced
18441 N. 25th Ave.
Suite 103
Phoenix, AZ, 85023
3. Douglas Blanton Monies Loaned/ $75,000
8440 E. Hermosa Vista Dr. Advanced
Mesa, AZ, 85207
4. Carolyn Cobham Monies Loaned/ $60,000
4424 E. Bighorn Ave. Advanced
Phoenix, AZ, 85044
5. Blanton Home Services Monies Loaned/ $30,000
4623 S. Carmine Advanced
Mesa, AZ, 85212
6. AT&T Telephone/ $12,923
12900 Park Plaza Dr. Internet
Cerritos, CA, 90703 Services
7. Benjamin Felix Monies Loaned/ $12,625
62 S. Matlock Street Advanced
Mesa, AZ, 85204
8. Sherwin Williams Suppliers or $11,150
11445 E. Via Linda Vendors
Suite 2-610
Scottsdale, AZ, 85259
9. Elliot Electric Supply Suppliers or $8,790
PO Box 206524 Vendors
Dallas, TX, 75320
10. Verizon Wireless Utility $8,152
1095 Avenue of Americas Services
New York, NY, 10036
11. Ramon Rivera Monies Loaned/ $7,700
1818 N. 68th Ave Advanced
Phoenix, AZ, 85035
12. Dunne Edwards Monies Loaned/ $5,528
PO Box 30389 Advanced
Los Angeles, CA, 90030
13. The Tile Shop Suppliers or $4,899
PO Box 735431 Vendors
Chicago, IL, 60673
14. Professional Certified Suppliers or $4,040
Inspection (PCI) Vendors
PO Box 60772
Suite 230
Phoenix, AZ, 85082
15. Capital One (LL Flooring) $3,819
1680 Capital One Drive
McLean, VA, 22102
16. Tight Seal Insulation, LLC Monies Loaned/ $3,099
5215 E. Sugarloaf circle Advanced
Mesa, AZ, 85215
17. Central Arizona Supply Suppliers or $1,339
208 Country Club Dr. Vendors
Mesa, AZ, 85210
18. Aquabella Suppliers or $891
11906 Brittmoore Park Dr. Vendors
Houston, TX, 77041
19. Tim Dewyer Pools $413
6635 W. Happy Valley Rd.
Suite A104, #423
Glendale, AZ, 85310
20. Cox Business Utility Services $313
PO Box 53249
Phoenix, AZ, 85072
STARBRIDGE (ONTARIO): U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The U.S. Trustee for Region 16 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Starbridge (Ontario) Investment, LLC.
About Starbridge (Ontario) Investment
Starbridge (Ontario) Investment, LLC owns and operates the Ontario
Airport Hotel & Conference Center.
Starbridge filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11765) on
April 3, 2024, with $10 million to $50 million in both assets and
liabilities. The petition was signed by Jianhua Jin, chief
executive officer of Morgan Holding Group, Inc., as manager of
Starbridge (Ontario) Investment, LLC.
Judge Magdalena Reyes Bordeaux presides over the case.
Jullian Sekona, Esq. at Keller Benvenutti Kim LLP represents the
Debtor as counsel.
STARWOOD PROPERTY: Moody's Affirms Ba2 CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Ratings has affirmed the Ba2 long-term corporate family
rating and Ba3 long-term senior unsecured debt rating of Starwood
Property Trust, Inc. as well as the Ba2 senior secured bank credit
facility rating of subsidiary Starwood Property Mortgage, LLC
(collectively referred to as Starwood). The outlook remains
stable.
RATINGS RATIONALE
The affirmation of Starwood Property Trust, Inc.'s Ba2 CFR reflects
the company's stable operating performance and strong asset
quality, prominent competitive positioning in multiple commercial
real estate (CRE) businesses that provide greater revenue diversity
compared to non-bank CRE lender peers, diversified funding sources
and its affiliation with Starwood Capital Group, the
well-established CRE investment and asset management firm. At the
same time, Moody's expects Starwood's asset quality will be
challenged by a weak operating environment for non-bank CRE lenders
stemming from elevated interest rates, tight credit conditions, and
uncertainty surrounding the future of office properties. Starwood's
credit profile is constrained by the company's reliance on secured
debt funding and business concentration in the CRE sector.
Starwood possesses greater asset diversification than its CRE
lending peers. Starwood's $26.1 billion balance sheet (net of VIE
securitizations) is comprised of commercial and residential lending
($18.8 billion), infrastructure lending ($2.8 billion), property
$2.7 billion, and investing and servicing ($1.6 billion). Moody's
views the greater asset and earnings diversity as a credit
positive, especially in lieu of the challenging operating
environment for CRE assets, especially office.
Starwood's office exposure in its CRE lending segment is in line
with the peer median at 24% of net loans as of March 31, 2024.
However, the exposure drops to 14% (11% US, 3% international) when
compared to the company's total assets. Office properties carry
increased risk due to growing acceptance of hybrid work models.
Loans that are delinquent or credit deteriorated rose to 2.57% as
of March 31, 2024 from 1.61% one year earlier. As of March 31,
2024, Starwood reported fourteen loans in its commercial portfolio
(out of 154 loans) rated '4' or '5'. Starwood increased its current
expected credit loss (CECL) reserve to $331.6 million (165 bps of
gross loans) as of March 31, 2024 from $134.4 million (62 bps) one
year earlier. The three largest sector exposures in Starwood's
commercial loan portfolio are multifamily (37%), office (24%) and
hotel (14%).
Starwood's capitalization, measured as tangible common equity to
tangible managed assets (TCE/TMA), has marginally fluctuated in
recent years and is currently towards the median among rated
non-bank CRE lenders. The company's TCE/TMA ratio was largely
unchanged at 23% as of March 31, 2024 from its level one year
earlier.
Starwood maintains strong liquidity, with an unrestricted cash
balance of $327 million and undrawn capacity on its borrowings of
$1.3 billion as of March 31, 2024. Although lower than most peers,
the company's reliance on secured funding is a constraint on
Starwood's credit profile. The company's secured debt to gross
tangible assets ratio was 60.5% as of March 31, 2024. Moody's views
an elevated level of secured debt as credit negative because it
encumbers earning assets and limits financial flexibility in
challenging operating environments. Starwood's nearest corporate
debt maturities are a $400 million senior unsecured issuance
maturing in December 2024 and a $500 million of senior unsecured
issuance maturing in March of 2025.
Moody's Ba2 rating of Starwood Property Mortgage, LLC's senior
secured term loan B reflects the term loans' illiquid, albeit
nominally sizeable, collateral base, which is comprised mainly of
equity interests in asset-holding subsidiaries, the creditors of
which have higher priority, senior secured claims on the
subsidiaries' loans and other earning assets. The Ba3 rating
assigned to Starwood Property Trust, Inc.'s senior unsecured debt
reflects its effectively subordinated, lower priority of claim on
Starwood's earning assets compared to secured lenders. A material
increase in recourse secured indebtedness would put downward
pressure on Starwood's Ba3 senior unsecured debt rating.
The stable outlook reflects Moody's view that although there may be
weakening in asset quality, Starwood's capital position and funding
profile will remain stable over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Starwood's ratings if the company: 1) further
diversifies its funding sources to include additional senior
unsecured debt and lower reliance on market-sensitive repurchase
facilities; 2) maintains strong, stable profitability and low
credit losses; and 3) maintains a strong capital position.
Starwood's ratings could be downgraded if the company: 1)
experiences a material deterioration in asset quality; 2) weakens
its capital position; 3) increases exposure to volatile funding
sources or otherwise encounters material liquidity challenges; 4)
rapidly accelerates growth; or 5) suffers a sustained decline in
profitability.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
SUPERIOR INDUSTRIES: Moody's Cuts CFR to B3 & Alters Outlook to Neg
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Moody's Ratings downgraded Superior Industries International,
Inc.'s corporate family rating to B3 from B2 and the probability of
default rating to B3-PD from B2-PD. Moody's also downgraded the
ratings on the company's priority senior secured revolving credit
facility to Ba3 from Ba2 and the senior secured term loan to B1
from Ba3. At the same time, Moody's affirmed the rating on
Superior's senior unsecured notes at Caa1. The outlook was changed
to negative from stable. Finally, the speculative grade liquidity
rating was downgraded to SGL-4 from SGL-3.
The downgrades reflect Moody's views of heightened refinancing
risk, an increasing need for liquidity and continued high leverage.
Superior's senior unsecured notes mature on June 15, 2025. Further,
the company's term loan and revolver will become due around March
14, 2025 in the event Superior has not repaid, refinanced or
extended the maturity date of the unsecured notes by that date.
Moody's does not believe that the company's cash flow and available
cash would be sufficient to meet these obligations in the absence
of a refinancing arrangement. Further, Moody's expects operating
results will remain weak until the company's European
transformation normalizes, likely in mid-2025, limiting improvement
in credit metrics.
The affirmation of the Caa1 rating on the company's senior
unsecured notes reflects Moody's view that there has not been a
material change in expected recovery on the notes despite the
downgrade of the CFR given the near term maturity date.
The negative outlook reflects Moody's uncertainty around the timing
and impact of actions required to address upcoming capital
structure obligations and increasing liquidity needs. Moody's
believes that the refinancing of the senior unsecured notes could
significantly weaken liquidity, including a sizable reduction of
the current cash balance. Additionally, the redeemable preferred
stock can be unconditionally redeemed by holders of the shares at
any time on or after September 14, 2025. Failure to redeem,
refinance or amend the redemption date prior to that date will
cause the term loan maturity to spring ahead to June 2025. The
negative outlook also reflects the risk that the European
transformation takes longer than anticipated to reach run-rate
potential or that the earnings benefit falls meaningfully short of
management's expectations and further delays improvement in key
credit metrics.
Governance considerations were a factor in this rating action as
the need to address a significant portion of the capital structure
in the near term, including allowing the senior unsecured notes to
become a current obligation, evidences increased risk around
capital structure stability. As a result, Moody's changed
Superior's Credit Impact Score (CIS) to CIS-4 from CIS-3.
RATINGS RATIONALE
Superior maintains a leading position in North America as a
supplier of aluminum wheels to automotive original equipment
manufacturers (OEM) and a competitive position in the European
aftermarket. Over 55% of revenue is generated in North America
with roughly 70% derived from pickup trucks and SUVs/CUVs that
continue to increase as a percentage of total light vehicle
production. Superior is benefiting from OEM mandates for improved
fuel efficiency and lighter but stronger wheels. Superior is also
capturing increasing consumer preference for premium finishes on
larger diameter wheels (19 inch and greater) on popular vehicle
platforms. Consumer preference for premium finishes has driven
higher content per wheel over the last 5+ years.
The company's deconsolidation of operations in Germany in August
2023 and transition of production to Poland is largely complete.
Moody's expects the shift in production to positively impact
results later this year as the overall cost to manufacture wheels
in Poland is considerably lower than in both the US and Germany.
Superior estimates that the move will generate up to $25 million in
annualized adjusted EBITDA in addition to improving capabilities,
capacities and utilization of the Polish facility. Moody's expects
earnings to improve as the benefits of this initiative are realized
and help to lower debt-to-EBITDA toward 6x near the end of 2024.
Despite recovering earnings, Moody's expects free cash flow to be
negative in 2024 before rebounding in 2025.
Superior's SGL-4 Speculative Grade Liquidity Rating reflects the
significant liquidity need associated with the maturity of the
unsecured notes on June 15, 2025. While the company has built up a
considerable cash balance, it would have to be depleted to satisfy
the maturing notes. In addition, Moody's expects Superior to
generate negative free cash flow in 2024. At only $60 million ($55
million available after deducting posted letters of credit as of
March 31, 2024), the revolving credit facility is modestly sized
relative to the revenue base and anticipated capital expenditures
and interest expense. The revolving facility contains a total net
leverage ratio test, a secured net leverage ratio test and a
minimum liquidity test. Moody's expects Superior to remain in
compliance with these financial covenants through 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if debt-to-EBITDA is maintained below
5x (excluding the preferred stock), EBITA-to-interest exceeds 2x or
retained cash flow-to-net debt rises solidly above 10%. All
outstanding issues related to refinancing risk and the potential
redemption of the preferred stock would also need to be addressed
prior to a rating upgrade. The ratings could also be upgraded if
liquidity is improved, including sustainable positive free cash
flow.
The ratings could be downgraded if the refinancing of the senior
unsecured notes extends further into 2024, increasing the risk of a
potential debt restructuring or overly burdensome refinancing
outcome. A protracted recovery in operating results could also
result in a downgrade. Specifically, EBITA-to-interest below 1x,
debt-to-EBITDA sustained over 6x or the EBITA margin dropping below
3% could result in a ratings downgrade. Failure to improve
liquidity considering the modest sized revolving credit facility
and Moody's expectation for negative free cash flow could also
result in a downgrade.
The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.
Superior Industries International, Inc. designs and manufactures
aluminum wheels for automotive original equipment manufacturers in
North America and Europe and to the aftermarket in Europe. The
company is one of the world's largest suppliers of cast aluminum
wheels. Revenue for the twelve months ended March 31, 2024 was
approximately $1.3 billion.
TENNECO INC: Fitch Alters Outlook on 'B' LongTerm IDR to Positive
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Fitch Ratings has affirmed Tenneco Inc.'s Long-Term Issuer Default
Rating (IDR) at 'B'. In addition, Fitch has affirmed Tenneco's
first lien secured debt, consisting of a term loan A, term loan B
and senior secured notes, at 'BB-'/'RR2'.
Fitch has withdrawn the rating on Tenneco's senior unsecured notes
as the associated debt has been taken private. Tenneco extinguished
$468 million of the original $1.0 billion senior unsecured debt,
and affiliates of Apollo Global Management, Inc. now hold all of
the remaining senior unsecured debt. Tenneco is also owned by
affiliates of Apollo.
Fitch's ratings apply to a $1.3 billion term loan A, a $1.2 billion
term loan B and $1.9 billion of senior secured notes.
The Rating Outlook has been revised to Positive from Stable.
The Positive Outlook reflects Fitch expectation that Tenneco's
credit profile will strengthen on benefits from its cost savings
activities. Fitch expects to resolve the Outlook within 12-18
months following continued execution on operational and cost
initiatives and a financial policy commitment to EBITDA leverage
below 4.0x.
KEY RATING DRIVERS
Slowing Electric Vehicle (EV) Transition: About 37% of Tenneco's
value-added revenue (which excludes pass-through substrate revenue
in the company's Clean Air segment) is derived from sales of parts
and components to original equipment manufacturers (OEMs) of
internal combustion engine (ICE) light vehicles. That portion of
Tenneco's revenue is most at-risk from the transition of light
vehicles to full electric. As the EV transition of light vehicles
has recently slowed and the industry increasingly focuses on
hybrids that include an ICE, particularly in North America, Fitch
expects Tenneco to benefit as the runway for its light-vehicle ICE
technologies lengthens.
In addition, a growing share of Tenneco's Powertrain and Clean Air
revenue is derived from sales to manufacturers of commercial
trucks, off-highway vehicles and industrial equipment, which are
segments that are likely to transition to electrification at slower
rate than the light vehicle segment. Tenneco is focused in
increasing its content per vehicle in the commercial truck,
off-highway and industrial segments, which can further enhance
margins as light vehicle sales potentially slow over time.
Profit Improvement Initiatives: Since Tenneco was acquired by
affiliates of Apollo in November 2022, the company has largely
focused on improving margins through a number of profit improvement
initiatives. These initiatives are primarily cost savings actions,
and 75% of the actions identified so far have been in the company's
operations, with the remainder related to reduced overhead
expenses.
Through 1Q24, Tenneco's management put in place $960 million of
annualized savings, $335 million of which were realized in 2023 and
$595 million of which are expected to be realized in 2024. The
benefits of these realized savings drove a 310 bp improvement yoy
in Tenneco's 1Q24 EBITDA margin to 7.6% from 4.5% (according to
Fitch's methodology, which is not adjusted for substrate sales).
FCF Growth: Fitch expects Tenneco's FCF (based on Fitch's
calculation methodology) to grow over the next several years as the
company realizes benefits from its cost savings initiatives. Fitch
expects FCF will also benefit from actions the company has taken to
manage working capital and improve capex efficiency. However, FCF
over the next year will be weighed down by cash costs to implement
the company's cost savings actions, as well as the effect of
elevated interest rates on the company's floating-rate debt.
Fitch expects FCF for FY 2024 to be slightly above breakeven, which
would be a meaningful improvement over the heavily negative FCF
reported in 2022 and 2023. Beyond 2024, Fitch expects FCF margins
to run closer to 2% on a reported basis or 2%-3% on a value-added
basis. Fitch expects capex to run at about 2% of gross revenue
going forward, as the company continues to focus on capital
utilization.
Declining Leverage: Tenneco's gross EBITDA leverage (according to
Fitch's calculation methodology) rose following the closing of its
acquisition by Apollo, with debt rising by over $400 million from
its pre-acquisition level and gross EBITDA leverage of 6.9x at YE
2022. Since then, leverage has declined, primarily due to higher
EBITDA. Leverage at YE 2023 was down to 5.4x and was down further,
to 5.0x, as of March 31, 2024.
Fitch expects leverage to decline further over the next several
years, largely due to EBITDA growth, although Fitch also expects
some debt reduction, as well. Fitch expects gross EBITDA leverage
could decline to around 4.0x by YE 2024 and could continue to
decline toward 3.0x over the next couple of years. Fitch expects
Tenneco's debt, including off-balance sheet factoring that Fitch
treats as debt, to decline toward $6.7 billion by YE 2024, down
from $6.9 billion at YE 2023, and it could decline further, below
$6.4 billion by YE 2025 if the company directs available cash
toward debt reduction.
Other Rating Considerations: Tenneco's ratings also incorporate the
cyclical nature of the global auto industry, volatile raw material
costs and intense competition in the Tier 1 automotive supply
sector. The company's relatively strong position as a significant
supplier to most global auto manufacturers reduces its business
risk, as does its increasing diversification into other end
markets, such as the commercial truck, off-highway and industrial
sectors. Tenneco's relatively large aftermarket business, which
makes up roughly 30% of its value-added revenue, helps to mitigate
the more cyclical effects of its Tier 1 supply business.
DERIVATION SUMMARY
Tenneco has a relatively strong competitive position focusing on
powertrain, clean air and ride performance technologies for
original equipment manufacturers (OEMs) of passenger vehicles,
commercial vehicles and off-road equipment. It also has a large
presence in branded automotive aftermarket parts and components.
The company's Tier 1 technologies are likely to grow in demand over
the intermediate term as OEMs increasingly focus on ways to improve
powertrain fuel efficiency, reduce emissions and improve vehicle
ride quality. At the same time, the company's aftermarket business
insulates it somewhat from the heavier cyclicality of the Tier 1
business while providing growth opportunities as the on-road
vehicle fleet ages in both developed and developing markets.
Compared with auto suppliers that focus on high-technology,
software-based vehicle safety and automation systems, such as Aptiv
PLC (BBB/Stable) or Visteon Corporation, Tenneco's business remains
tied to more traditional engine, suspension and braking products
that affect vehicle performance.
Tenneco is among the largest U.S. auto suppliers, but it is smaller
than the largest global auto suppliers, such as Continental AG
(BBB/Stable), Magna International Inc. or Robert Bosch GmbH
(A/Stable). Over the intermediate term, Fitch expects Tenneco's
margins to be roughly consistent with issuers in the 'BB' range as
the company continues to achieve benefits from its profit
improvement initiatives. Fitch expects Tenneco's credit protection
metrics, particularly leverage and coverage, will be more
consistent with auto suppliers in the 'B' range for a longer period
of time, given the size of the company's outstanding debt.
KEY ASSUMPTIONS
- Global light vehicle production rises in the low-single-digit
range over the next several years;
- Global aftermarket part demand increases at about 1% per year
over the next several years;
- EBITDA margins rise over the next several years as the company
executes on its cost savings initiatives, as well as a modest rise
in business levels;
- Capex runs at about 2% of revenue over the next several years;
- The value-added FCF margin is slightly positive in 2024, held
down by cash restructuring costs, then runs in the low-single-digit
range over subsequent years as cost savings actions take hold and
the company cycles past the heaviest restructuring activities;
- The company maintains a solid liquidity position over the next
several years, including cash and ABL revolver availability;
- Fitch has incorporated the following SOFR curve assumptions in
its forecasts: 5.26% in 2024, 4.56% in 2025, 4.15% in 2026 and
3.96% in 2027.
RECOVERY ANALYSIS
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that Tenneco would be reorganized
as a going-concern in bankruptcy rather than liquidated;
- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
Tenneco's recovery analysis estimates a GC EBITDA at $1.2 billion,
which reflects Fitch's view of a sustainable, post-reorganization
EBITDA level upon which the valuation of the company would be based
following a hypothetical default. A default could be driven by the
loss of one or more significant customers, potentially combined
with a sharp industry downturn. The sustainable,
post-reorganization EBITDA is for analytical valuation purposes
only and does not reflect a level of EBITDA at which Fitch believes
the company would fall into distress.
The GC EBITDA considers Tenneco's customer supply agreements with
most major global OEMs, with its products embedded in the
powertrains and suspension systems of many global vehicles; the
critical nature of its emission control technologies; and the
less-cyclical nature of its branded aftermarket products. The $1.2
billion ongoing EBITDA assumption is about 16% below Tenneco's
actual EBITDA of $1.4 billion (according to Fitch's calculations)
in the LTM ended March 31, 2024.
Fitch has used a 5.0x multiple to calculate a post-reorganization
valuation. According to the "Automotive Bankruptcy Enterprise
Values and Creditor Recoveries" report Fitch published in April
2024, 52% of auto-related defaulters had exit multiples above 5.0x,
with 30% in the 5.0x to 7.0x range. However, the median multiple
observed across 23 bankruptcies was only 5.1x.
Within the report, Fitch observed that 87% of the bankruptcy cases
analyzed were resolved as a GC. Automotive defaulters were
typically weighed down by capital structures that became untenable
during a period of severe demand weakness, either due to economic
cyclicality or the loss of a significant customer, or they were
subject to significant operational issues.
Fitch utilizes a 5.0x enterprise value (EV) multiple based on
Tenneco's global market position, including its position as a
supplier to a number of top global vehicle platforms, and the
non-discretionary nature of its aftermarket products. For
comparison, Apollo's purchase price for Tenneco implied an EV of
about 4.6x Tenneco's LTM pro forma EBITDA (according to Apollo's
EBITDA calculation) as of March 31, 2022.
Consistent with Fitch's criteria, the recovery analysis assumes
that off-balance-sheet factoring is replaced with a super-senior
facility that has the highest priority in the distribution of
value. Fitch also assumes a 70% draw on the revolving portion of
the company's $1.3 billion ABL facility after assuming that the
facility's availability would be limited by a reduced borrowing
base.
The ABL facility receives second priority in the distribution of
value after the factoring. The first lien secured term loans and
notes receive third priority in the distribution of value after the
ABL. The first lien secured debt, excluding factoring and ABL
borrowings, totals about $4.4 billion, which results in a Recovery
Rating of 'RR2' with a waterfall generated recovery computation
(WGRC) in the 71%-90% range.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A sustained value-added FCF margin of 0.5% on a consistent
basis;
- Financial policy commitment to gross EBITDA leverage below 4.0x
on a sustained basis;
- Sustained increase in EBITDA interest coverage above 3.5x or FFO
interest coverage above 2.5x.
Factors that Could, Individually or Collectively, Lead to the
Rating Outlook Being Revised to Stable
- A sustained slightly positive value-added FCF margin;
- Sustained gross EBITDA leverage running near 4.5x;
- Sustained EBITDA interest coverage near 3.0x or FFO interest
coverage near 2.0x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Sponsor-initiated actions that reduce the company's financial
flexibility;
- A sustained negative value-added FCF margin;
- Sustained gross EBITDA leverage above 5.0x without a clear path
to de-levering;
- Sustained EBITDA interest coverage below 2.5x or FFO interest
coverage around 1.5x.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects Tenneco to maintain adequate
liquidity going forward. As of March 31, 2024, the company had $480
million of unrestricted cash and cash equivalents (excluding
Fitch's adjustments for not readily available cash). In addition,
the company had $683 million available on its $1.3 billion ABL
revolver, after accounting for $204 million of borrowings, $109
million of LOCs backed by the facility and a borrowing base
reduction.
Tenneco has no significant debt maturities until 2028, when the
majority of its secured debt matures.
According to its criteria, Fitch has treated $320 million of
Tenneco's cash and cash equivalents as not readily available for
purposes of calculating net metrics. This is based on Fitch's
estimate of the amount of cash the company needs to keep on hand to
cover seasonality in its business.
Debt Structure: At March 31, 2024, Tenneco's debt primarily
consisted of $2.7 billion of secured term loan borrowings,
including $138 million of borrowings on the FILO and non-FILO
portions of its ABL facility; $1.9 billion of senior secured notes;
and $897 million senior unsecured term loans. At the time, the
company also had $204 million of ABL revolver borrowings, $148
million of short-term debt and $11 million of other debt (excluding
estimated finance leases).
In May 2024, Tenneco paid $324 million to extinguish $365 million
of the senior unsecured loans, further reducing the balance to $532
million. Following the repayment, the remaining senior unsecured
term loans are all held by affiliates of Apollo. Also, in May 2024,
Tenneco entered into a $125 million short-term senior unsecured
term loan with affiliates of Apollo that matures in September
2024.
In addition to its balance sheet debt, Tenneco had about $1.2
billion of off-balance sheet factoring outstanding at March 31,
2024 that Fitch treats as debt.
Tenneco's off-balance sheet factoring includes the effect of
supply-chain financing programs with some of the company's
aftermarket customers with whom it has entered into extended
payment terms. If the financial institutions involved in these
programs were to curtail or end their participation, Tenneco might
need to borrow from its revolver to offset the effect, but it could
also mitigate at least a portion of the effect by exercising its
contractual right to shorten the payment terms with these
particular aftermarket customers.
ISSUER PROFILE
Tenneco is a global automotive supplier that sells products to both
original equipment manufacturers and the automotive aftermarket.
Key products include systems and components related to emissions
control, powertrains, ride control, noise/vibration/harshness and
braking.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
Tenneco, Inc. has an ESG Relevance Score of '4' [+] for GHG
Emissions & Air Quality due to {DESCRIPTION OF ISSUE/RATIONALE},
which has a positive impact on the credit profile, and is relevant
to the rating[s] in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Tenneco, Inc. LT IDR B Affirmed B
senior secured LT BB- Affirmed RR2 BB-
senior unsecured LT WD Withdrawn CCC+
THIRTY THREE: Walter Dahl of Dahl Law Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Walter Dahl, Esq., a
partner at Dahl Law, as Subchapter V trustee for Thirty Three
Thirty Three, LLC.
Mr. Dahl will be compensated at $485 per hour for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
In court filings, Mr. Dahl declared that he is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Walter R. Dahl
Dahl Law
2304 "N" Street
Sacramento, CA 95816-5716
Telephone: (916) 446-8800
Telecopier: (916) 741-3346
Email: wdahl@dahllaw.net
About Thirty Three Thirty Three
Thirty Three Thirty Three, LLC filed Chapter 11 petition (Bankr.
E.D. Calif. Case No. 24-22495) on June 6, 2024, with $500,001 to $1
million in both assets and liabilities. The petition was filed pro
se.
Judge Christopher D. Jaime presides over the case.
THOUGHTWORKS HOLDING: Moody's Lowers CFR to B2 & PDR to B2-PD
-------------------------------------------------------------
Moody's Ratings has downgraded ThoughtWorks Holding, Inc.'s
("ThoughtWorks") Ba3 corporate family rating and Ba3-PD probability
of default rating to B2 and B2-PD, respectively. Concurrently,
Moody's has downgraded ThoughtWorks, Inc.'s $300 million senior
secured first lien revolving credit facility expiring 2026 and $293
million senior secured first lien term loan due 2028 ratings from
Ba3 to B2. The speculative grade liquidity rating was downgraded to
SGL-3 from SGL-1 and the outlook was changed to stable from
negative. Based in Chicago, IL, ThoughtWorks is an information
technology services and consulting company.
The ratings downgrade follows continued weak operating performance
that has caused financial leverage to surpass 10.0x on a
debt-to-EBITDA basis for the LTM ended March 31, 2024, up from 4.3x
as of the LTM ended December 31, 2023 and 1.3x for the LTM ended 31
December 31, 2022. In addition, EBITDA margins were below 5% as of
March 31, 2024 and Moody's anticipates they will remain low over
the next 12 to 18 months, compared to a 22% average EBITDA margin
the company achieved from fiscal years 2019 to 2022. Other
contributing factors include senior leadership team changes.
Moody's expects the company to report about $1 billion of revenue
in 2024, which combined with a weak 1% EBITDA margin will result in
debt-to-EBITDA leverage for the year to be approximately 7.5x.
However, revenue growth and higher profitability rates in 2025
should enable the company to reduce its debt-to-EBITDA to around
4.5x, which nevertheless remains elevated compared to historical
figures. The company's liquidity remains adequate and is reflected
in the SGL-3.
RATINGS RATIONALE
The B2 CFR reflects ThoughtWorks' smaller revenue size relative to
larger rated information technology ("IT") services providers, thin
and eroding EBITDA margins and exposure to cyclical spend on IT
projects by corporations. In addition, the rating reflects the
elevated debt leverage levels and currently limited cash flow
generation. The company benefits from Moody's anticipation for
growth in IT spending by its customers, driven by digitalization
and artificial intelligence ("AI") investments. However, in the
short term, Moody's expects IT spending to continue moderating and
growth rates for the IT services sector to be flat to low single
digit area. As a result, Moody's anticipates ThoughtWorks' 2024
revenue will decline versus 2023, driven by lower spending on
discretionary IT projects by its customers and weaker pricing
power.
All financial metrics cited reflect Moody's standard adjustments,
unless otherwise noted.
The company competes against both large, established global
information services providers with significant resources, as well
as small, niche-focused companies vying for market share in the
outsourced software development market. ThoughtWorks' long-standing
relationships with a diversified customer base provides support to
the credit profile despite the limited barriers to entry in the
narrow market segment in which it competes. However, Moody's
expectations for cyclicality of demand from many of ThoughtWorks'
customers and a wider downturn in the technology sector are
negative credit factors. And the extension of its organizational
restructure signals the company still needs to manage these
challenges. In addition, the recent change in leadership following
the resignation of founder and longtime CEO and appointment of an
outsider, underscores a period of transition and strategic
realignment for ThoughtWorks. Moody's anticipates that there will
be no debt funded distributions over the next two years and that
any acquisitions undertaken will be small and tuck-ins that will be
funded by internal cash.
The SGL-3 liquidity rating reflects ThoughtWorks' adequate
liquidity profile. Internal sources of liquidity consist of a cash
balance of approximately $73 million as of March 31, 2024 and
Moody's anticipation of annual free cash flow of around $5 million
over the next 12 to 15 months that should improve over time. These
internal sources of cash provide diminishing but still adequate
coverage of the company's annual term loan amortization and Moody's
anticipation for about $7 million of capital expenditures. The
company's $300 million revolver, which Moody's expects to remain
undrawn and fully available over the same time period, provides
good external liquidity support.
The B2 senior secured debt ratings are the same as the CFR since
the rated facility represents the preponderance of the debt capital
structure. The rated debt is guaranteed by all US subsidiaries and
secured by a first priority perfected lien on all property and
assets of the issuer and the guarantors, although the liens are
limited to two-thirds of the capital stock of first tier foreign
subsidiaries and ranked behind a small amount of priority trade
claims and ahead of other unsecured claims.
The stable outlook reflects Moody's expectations that ThoughtWorks
will achieve low to mid-single digit revenue growth and
profitability rate increases over the next 12 to 18 months, with
financial leverage reducing but remaining elevated relative to
historical values.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade could occur if the company restore its
profitability margins in the high-teens percent range or above,
achieves strong revenue growth that leads to increased scale,
closer to higher-rated peers, while diversifying revenue sources
and maintaining strong profitability rates. A reduction in
financial governance risks through a decline in its concentrated
equity ownership and commitments to maintain conservative financial
policies, with debt-to-EBITDA expected to remain below 5.0x, would
be positive for the ratings.
A downgrade of the ratings could occur if Moody's expects: organic
revenue growth declines due to client losses or lower volume and
demand for services, signaling a weakening competitive position;
debt-to-EBITDA sustained above 7.0x; profitability rate declines,
with EBITDA margins remaining below 5%; or liquidity deteriorating
materially.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Chicago, Illinois and controlled by affiliates of
private equity sponsor Apax Partners, ThoughtWorks Holding, Inc.
(NASDAQ:TWKS) provides information technology services to
enterprises worldwide and is focused on agile software development,
consulting and related tools and information. The company has
approximately 10,800 employees and operates in 19 countries around
the world, with approximately 38% of revenue generated in North
America, which is its largest region, followed closely by APAC (32%
of revenue).
TILI LOGISTICS: David Wood Named Subchapter V Trustee
-----------------------------------------------------
The Acting U.S. Trustee for Region 15 appointed David Wood of
Marshack Hays Wood as Subchapter V trustee for Tili Logistics
Corporation.
Mr. Wood will be paid an hourly fee of $610 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Wood declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
David Wood
Marshack Hays Wood
870 Roosevelt
Irvine, CA 92620
Phone: (949) 333-7777
Email: DWood@marshackhays.com
About Tili Logistics
Tili Logistics Corporation is a trucking company in San Diego,
Calif.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-02128) on June 8,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Sergio Casas-Silva, Jr., executive vice
president, signed the petition.
Judge Christopher B. Latham presides over the case.
Steven E. Cowen, Esq., at S.E. Cowen Law represents the Debtor as
bankruptcy counsel.
TIOGA INDEPENDENT: Moody's Affirms 'B1' Issuer & GOULT Ratings
--------------------------------------------------------------
Moody's Ratings has removed Tioga Independent School District, TX's
negative outlook and has affirmed the B1 issuer and general
obligation unlimited tax (GOULT) ratings. As of fiscal 2023 (June
30 year-end), the district had approximately $33.7 million in total
debt outstanding.
The removal of the negative outlook reflects voter approval to
refund lease revenue debt that has been pressuring general fund
operations. The district will refund a portion of the debt in
fiscal 2025 based on the available capacity within the district's
I&S tax rate. Allowing this portion of the debt to be repaid by the
debt service levy will relieve some of the immediate financial
pressure on the general fund, allowing the district to modestly
improve financial operations and increase reserve levels over the
next several years.
RATINGS RATIONALE
The B1 rating issuer rating reflects the district's weak financial
position with fiscal 2023 cash and fund balance reserves declining
to 3.8% and -11.7% of revenues, respectively. This is largely due
to reduced state aid allotments as a result of overestimated
enrollment and increasing costs associated with lease revenue debt
service. Though the district is projecting to end fiscal 2024 with
surpluses in the general and debt service funds, general fund
operations will continue to be pressured as the district repays
liabilities owed to the state and to the debt service fund over the
next five years. The district's long-term liabilities are elevated
at 394% of revenue, but the district has no plans for new money
debt issuance. The rating also incorporates a limited economy with
average resident income and property wealth levels, and a positive
enrollment trend. The rating further considers Moody's assessment
of governance as a key rating driver as deficit operations have led
to negative fund balances and extremely limited cash. Since
declaring financial exigency in 2022, which allowed the district to
lay-off teachers, the district has been working with a state
appointed conservator to improve its financial position and
operations.
The B1 rating on the district's GOULT bonds is at the same level as
the issuer rating, reflecting the unlimited property tax dedicated
to debt service.
RATING OUTLOOK
Moody's does not assign outlooks to local government issuers with
this amount of debt outstanding.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Successful refunding of lease revenue debt resulting in reduced
general fund expenses
-- Return to surplus operations that results in sustained
improvement in financial reserves exceeding 5% of operating
revenue
-- Significant reduction in cash flow borrowing
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Failure to make full and timely debt payments, including
repayment of funds owed to the state and to the debt service fund
-- Continued imbalanced operations leading to further decline in
reserves and increased reliance on cash flow borrowing
LEGAL SECURITY
The GOULT bonds are payable from a dedicated ad valorem tax levied
by the district on all taxable property without limitation as to
rate or amount.
PROFILE
Tioga ISD is in Grayson County (Aa2) about 60 miles north of the
City of Dallas (A1 stable). Current enrollment is approximately 700
and facilities consist of one elementary/middle school and one high
school.
METHODOLOGY
The principal methodology used in these ratings was US K-12 Public
School Districts Methodology published in January 2021.
TITAN ENVIRONMENTAL: Issues Series A Stock, Amends Conversion Terms
-------------------------------------------------------------------
Titan Environmental Solutions Inc. disclosed in Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on June
17, 2024, the Company issued 215,000 shares of Series A Preferred
Stock to Charles Rizzo's designee pursuant to the Guaranty Fee
Agreement, which such shares are convertible into 21,500,000 shares
of Common Stock. The Company issued the Guaranty Fee Shares in
reliance upon the exemption from registration provided by Section
4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D
promulgated thereunder.
As previously reported, on May 31, 2024, the Company entered into a
guaranty fee agreement with Mr. Rizzo as consideration for Mr.
Rizzo providing a personal guaranty for the Company. Pursuant to
the Guaranty Fee Agreement, the Company agreed to issue to Charles
Rizzo, or his designee, an aggregate of 21,500,000 shares of common
stock, $0.0001 par value per share, or the equivalent in Series A
Convertible Preferred,
On June 13, 2024, the Company filed an Amended and Restated
Certificate of Designation of the Preferences of Series A
Convertible Preferred Stock with the Secretary of State of the
State of Nevada, pursuant to which the number of shares of the
Company's authorized preferred stock designated as Series A
Preferred Stock was increased from 1,242,900 shares to 1,567,900
shares. The rights related to the Series A Preferred Stock remain
virtually identical to the rights related to the Company's Common
Stock, except that each share of Series A Preferred Stock is
convertible into 100 shares of Common Stock and the shares of
Series A Preferred Stock vote together with the Common Stock on all
matters submitted for a vote to the Company's common shareholders
on an as-converted basis.
About Titan Environmental
Bloomfield Hills, Mich.-based Titan Environmental Solutions, Inc.
is a professional service firm that provides consultation on
regulatory compliance to departments at corporations, public
agencies and residential communities to ensure that our clients are
aware of and take steps to comply with relevant laws and
regulations as well provide a solution to remove the risk caused by
harmful environmental hazards.
As of March 31, 2024, the Company has $22,907,794 in total assets,
$19,217,412 in total liabilities, and $3,690,382 million in total
stockholders' equity.
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. According to the
Company, for the three months ended March 31, 2024, the Company had
a net loss of $2,258,944. The working capital of the Company was a
deficit of $13,123,723 as of March 31, 2024 (deficit of $10,935,108
as of December 31, 2023). The March 31, 2024 working capital
deficiency includes $2,257,090 of principal repayments from the
Michaelson Note due by June 30, 2024; the Company currently does
not have sufficient funds to repay this debt. As a result of these
factors, management has concluded that there is substantial doubt
about the Company's ability to continue as a going concern for a
period of 12 months.
US FOODS: Moody's Upgrades CFR to Ba2 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings upgraded US Foods, Inc.'s corporate family rating
to Ba2 from Ba3 and probability of default rating to Ba2-PD from
Ba3-PD. Concurrently, Moody's upgraded the senior secured bank
credit facilities rating to Ba2 from Ba3 and the senior unsecured
global notes rating to Ba3 from B2. The company's speculative grade
liquidity rating (SGL) of SGL-1 remains unchanged. The outlook was
changed to stable from positive.
The upgrades reflect the continued execution of US Foods' strategic
plan, and Moody's expectation that the initiatives outlined in the
company's June 2024 Investor Day will drive further earnings growth
and credit metric improvement. While US restaurant traffic
continues to modestly decline with weakening consumer discretionary
spending, Moody's anticipate that the company's diversified end
markets and share gains will support revenue growth. US Foods is
focused on market share gains in its key independent restaurant and
healthcare and hospitality markets, by leveraging team-based
selling, growing its sales force, pipeline management, digital
solutions including its MOXe platform, and continued rollout of the
Pronto service. In addition, margin expansion will be supported by
initiatives including strategic vendor management, pricing
optimization, supply chain efficiencies and growing private label
penetration. The upgrades also reflect governance considerations,
including US Foods' revised slightly more conservative net leverage
target of 2x-3x.
RATINGS RATIONALE
US Foods' Ba2 CFR reflects the company's scale and market position
as a top 3 player with national reach in the US food distribution
sector. The credit profile also benefits from the company's
diversified operations across multiple end markets and the sector's
relatively resilient performance through economic cycles. The
rating is also supported by governance considerations, including US
Foods' significant debt paydown over the past two years, which
contributed to deleveraging. Moody's expect leverage to decline
further over the next 12-18 months to 3.0-3.2x Moody's-adjusted
debt/EBITDA from 3.5x as of March 30, 2024, and EBITA/interest
coverage to improve to 3.2-3.5x from 3.1x. Moody's project very
good liquidity over the next 12-18 months including roughly
$700-850 million free cash flow, lack of near-term debt maturities
and full availability after letters of credit under the $2.3
billion asset-based revolver. US Foods' CFR is constrained by the
fragmented and highly competitive nature of the food distribution
industry, which results in a low operating margin.
The stable outlook reflects Moody's expectations for earnings
growth and very good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if US Foods generates sustained
earnings growth, reflecting increasing market share and margin
expansion in line with the company's strategic plan.
Quantitatively, the ratings could be upgraded if Moody's-adjusted
debt/EBITDA is maintained under 3.5 times and EBITA/interest
expense above 4 times. An upgrade would also require maintaining a
balanced financial strategy and very good liquidity.
The ratings could be downgraded if US Foods' operating performance
declines or the company adopts a more aggressive financial
strategy, including debt-financed acquisitions or debt-financed
share repurchases. Quantitatively, the ratings could be downgraded
if Moody's-adjusted debt/EBITDA is sustained above 4.0 times or
EBITA/interest expense below 3.25 times. A sustained deterioration
in liquidity for any reason could also lead to a downgrade.
Headquartered in Rosemont, Illinois, US Foods, Inc. is a leading
North American broadline foodservice distributor, with revenue of
around $36 billion as of twelve months ended March 30, 2024. The
company serves the restaurant, healthcare, hospitality, education,
and other end markets.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
VERTEX ENERGY: 2 Out of 3 Proposals Passed at Annual Meeting
------------------------------------------------------------
Vertex Energy, Inc. held its 2024 Annual Meeting of Stockholders,
during which the stockholders:
1. Elected Benjamin P. Cowart, Dan Borgen, Karen Maston,
Timothy C. Harvey, and Odeh Khoury to serve as directors of the
Company until the next annual meeting of stockholders and until
their successors are duly elected and qualified.
2. Ratified the appointment of Ham, Langston & Brezina,
L.L.P., as the Company's independent auditors for the fiscal year
ending December 31, 2024.
Meanwhile, the stockholders did not approve a non-binding
stockholder proposal entitled "Directors to be Elected by Majority
Vote."
About Vertex Energy
Vertex Energy is a leading energy transition company that
specializes in producing both renewable and conventional fuels. The
Company's innovative solutions are designed to enhance the
performance of our customers and partners while also prioritizing
sustainability, safety, and operational excellence. With a
commitment to providing superior products and services, Vertex
Energy is dedicated to shaping the future of the energy industry.
As of March 31, 2024, the Company has $835.1 million in total
assets, $652.1 million in total liabilities, and $183 million in
total equity.
* * *
As reported by the Troubled Company Reporter on Feb. 8, 2024, Fitch
Ratings has downgraded Vertex Energy Inc.'s (Vertex) and Vertex
Refining Alabama LLC's Long-Term Issuer Default Ratings (IDR) to
'CCC+' from 'B-'. Fitch has also downgraded the rating of Vertex
Refining Alabama's senior secured term loan to 'B-'/'RR3' from
'B'/'RR3'.
The downgrade reflects Vertex's weaker liquidity buffer amid lower
U.S. Gulf Coast refining crack spreads and weak Fitch-expected
contribution from renewable diesel segment in 2024. The company's
FCF generation is highly sensitive to refining crack spreads that
declined in 4Q23 from abnormally high 2022-2023 levels. Its
unrestricted cash balance fell from $141 million at YE 2022 to
around $70-80 million at YE 2023. Fitch projects negative EBITDA
and FCF for Vertex in 2024 based on the assumptions of continued
crack spread normalization and weak renewable diesel
profitability.
On June 2024, &P Global Ratings lowered its issuer credit rating
(ICR) on Vertex Energy Inc. (Vertex) to 'CCC' from 'B-' and its
issue-level rating on the company's term loan B (TLB) to 'CCC' from
'B'. At the same time, S&P Global Ratings removed the ratings from
CreditWatch, where they were placed with negative implications on
March 15, 2024. In addition, S&P revised its assessment of the
company's liquidity position to weak from less than adequate. S&P
also revised its recovery rating on the TLB to '3' from '2',
indicating its expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery.
The negative outlook reflects the elevated risk of a default
scenario given the lack of sufficient liquidity sources to fully
repay the TLB or a concrete refinancing plan.
VERTEX ENERGY: Updates Intercreditor Arrangements, Secures Consents
-------------------------------------------------------------------
Vertex Energy, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on June 11, 2024,
Vertex Refining Alabama LLC, a wholly-owned subsidiary of the
Company and Macquarie Energy North America Trading Inc., entered
into a Limited Consent, in connection with that certain Supply and
Offtake Agreement, dated as of April 1, 2022, between Vertex
Refining and Macquarie.
Previously, on June 3, 2024, Vertex Refining, the Company,
substantially all of the subsidiaries of the Company, Macquarie,
and Cantor Fitzgerald Securities, as administrative agent and
collateral agent under the Loan Agreement, entered into a Second
Amended and Restated Intercreditor Agreement to which the
references to the RD Supply and Offtake Agreement Documents, were
removed from the agreement. The intercreditor arrangement may limit
its ability to amend the Loan Agreement, the Supply and Offtake
Agreement and related agreements, provides for certain restrictions
on the exercise of remedies (through "standstill" and access
periods) and governs certain creditor rights in bankruptcy
proceedings relating to grantors.
Pursuant to the Macquarie Limited Consent, Macquarie provided a
limited consent to allow Vertex Refining to have unrestricted cash
of less than $25 million, but not less than $15 million, for any
period of not more than three consecutive business days, without
triggering an event of default under the Supply and Offtake
Agreement, through June 18, 2024. The Macquarie Limited Consent
also provides that it would be a breach of the Supply and Offtake
Agreement if unrestricted cash is less than $25 million as of June
18, 2024.
Simultaneously June 11, 2024, Vertex Refining, the Company, the
Subsidiary Guarantors, the Agent, and the lenders party to the Loan
Agreement, entered into a Limited Consent, in connection with that
certain Loan and Security Agreement, dated as of April 1, 2022,
between Vertex Refining, the Company, the Subsidiary Guarantors,
the Agent and the Lenders. Pursuant to the Lender Limited Consent,
the Lenders consented to the Company, Vertex Refining and the
Subsidiary Guarantors, collectively having unrestricted cash of
less than $25 million, but not less than $15 million, in each case,
for any period of not more than three consecutive business days
prior to June 18, 2024.
On May 23, 2024, Vertex Refining, the Company, the Subsidiary
Guarantors, the Agent and the Lenders, entered into a Limited
Consent and Waiver, in connection with the Loan Agreement, pursuant
to which the Lenders consented to the termination of that certain
supply and offtake agreement dated May 26, 2024, between Vertex
Refining, Macquarie, the Company and Vertex Renewables Alabama LLC,
a wholly-owned subsidiary of the Company and certain other
Transaction Documents; the Company maintaining a certain designated
bank account after the termination of the RD Supply and Offtake
Agreement Documents; and the waiver of a technical event of default
under the Loan Agreement, which had occurred as result of the
termination of the RD Supply and Offtake Agreement Documents on May
23, 2024.
Additionally, on May 24, 2024, Vertex Refining, the Company, the
Subsidiary Guarantors, the Agent and the Lenders, entered into a
Limited Consent and Partial Lien Release, in connection with the
Loan Agreement, pursuant to which the Lenders consented to (1)
release of the Agent's lien certain assets of Vertex Renewables;
(2) entry into a Security Agreement with Idemitsu Apollo Renewable
Corporation; and (3) to the extent not otherwise permitted by the
loan documents, undertake certain transactions with Idemitsu, which
May 24th Consent was to expire on June 17, 2024.
On June 3, 2024, the Company, Vertex Refining, the Subsidiary
Guarantors, the Agent and the Lenders entered into an Omnibus
Amendment and, in connection with the Loan Agreement and the May
24th Consent, pursuant to which the Lenders agreed to amend certain
defined terms set forth in the May 24th Consent, extend the
expiration date of the May 24th Waiver to July 8, 2024, clarify the
release of certain security interests over Idemitsu collateral, and
to clarify certain definitions set forth in the Loan Agreement,
including in connection with the A&R Intercreditor Agreement.
About Vertex Energy
Vertex Energy is a leading energy transition company that
specializes in producing both renewable and conventional fuels. The
Company's innovative solutions are designed to enhance the
performance of our customers and partners while also prioritizing
sustainability, safety, and operational excellence. With a
commitment to providing superior products and services, Vertex
Energy is dedicated to shaping the future of the energy industry.
As of March 31, 2024, the Company has $835.1 million in total
assets, $652.1 million in total liabilities, and $183 million in
total equity.
* * *
As reported by the Troubled Company Reporter on Feb. 8, 2024, Fitch
Ratings has downgraded Vertex Energy Inc.'s (Vertex) and Vertex
Refining Alabama LLC's Long-Term Issuer Default Ratings (IDR) to
'CCC+' from 'B-'. Fitch has also downgraded the rating of Vertex
Refining Alabama's senior secured term loan to 'B-'/'RR3' from
'B'/'RR3'.
The downgrade reflects Vertex's weaker liquidity buffer amid lower
U.S. Gulf Coast refining crack spreads and weak Fitch-expected
contribution from renewable diesel segment in 2024. The company's
FCF generation is highly sensitive to refining crack spreads that
declined in 4Q23 from abnormally high 2022-2023 levels. Its
unrestricted cash balance fell from $141 million at YE 2022 to
around $70-80 million at YE 2023. Fitch projects negative EBITDA
and FCF for Vertex in 2024 based on the assumptions of continued
crack spread normalization and weak renewable diesel
profitability.
On June 2024, &P Global Ratings lowered its issuer credit rating
(ICR) on Vertex Energy Inc. (Vertex) to 'CCC' from 'B-' and its
issue-level rating on the company's term loan B (TLB) to 'CCC' from
'B'. At the same time, S&P Global Ratings removed the ratings from
CreditWatch, where they were placed with negative implications on
March 15, 2024. In addition, S&P revised its assessment of the
company's liquidity position to weak from less than adequate. S&P
also revised its recovery rating on the TLB to '3' from '2',
indicating its expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery.
The negative outlook reflects the elevated risk of a default
scenario given the lack of sufficient liquidity sources to fully
repay the TLB or a concrete refinancing plan.
VPR LLC: Richard Maxwell of Woods Rogers Named Subchapter V Trustee
-------------------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Richard Maxwell of
Woods Rogers Vandeventer Black, PLC as Subchapter V trustee for VPR
LLC.
Mr. Maxwell will charge $450 per hour for his services as
Subchapter V trustee and will seek reimbursement for work-related
expenses incurred.
Mr. Maxwell declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Richard C. Maxwell
Woods Rogers Vandeventer Black PLC
10 S. Jefferson Street, Suite 1800
Roanoke, Virginia 24011
Telephone: (540) 983-7628
Email: Rich.Maxwell@wrvblaw.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, with up to $500,000 in assets and up to $10 million in
liabilities. Joseph A. Eshelman, manager, signed the petition.
David Cox, Esq., at Cox Law Group, represents the Debtor as legal
counsel.
WALTER SURFACE: Cliffwater CL Marks C$6.4MM Loan at 27% Off
-----------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD6,466,961
loan extended to Walter Surface Technologies Inc to market at
CAD4,703,535 or 73% of the outstanding amount, as of March 31,
2024, according to a disclosure contained in Cliffwater CL's
Amended Form N-CSR for the fiscal year ended March 31, filed with
the Securities and Exchange Commission.
The Cliffwater CL is a participant in a First Lien Term Loan to
Walter Surface Technologies Inc. The loan accrues interest at a
rate of 10.55 (CDOR+525) per annum. The loan matures on March 31,
2027.
The Cliffwater CL is a Delaware statutory trust registered under
the Investment Company Act of 1940, as amended, as a closed-end
management investment company operating as a diversified interval
fund. The Fund operates under an Agreement and Declaration of
Trust, as most recently amended and restated on September 15, 2021.
Cliffwater LLC serves as the investment adviser of the Fund. The
Investment Manager is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. The Fund intends to continue to qualify
and has elected to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended).
The Fund commenced operations on March 6, 2019.
The Cliffwater CL is led by President Stephen Nesbitt and Treasurer
Lance J. Johnson. The Fund can be reached through:
Stephen Nesbitt
C/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
- and -
Timothy M. Bonin
235 West Galena Street
Milwaukee, WI 53212
Tel No.: (414) 299-2000
Walter Surface Technologies provides surface treatment technologies
including abrasives, power tools, tooling, chemical solutions and
environmental solutions for the metal working industry.
WEISS MULTI-STRATEGY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Weiss Multi-Strategy Funds LLC
P.O. Box 2857
Meriden, CT 06450
Business Description: Weiss Multi-Strategy is a New York-based
investment management firm.
Chapter 11 Petition Date: June 19, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-11075
Debtor's
General
Bankruptcy
Counsel: Tracy L. Klestadt, Esq.
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
200 West 41st Street
17th Floor
New York, NY 10036
Tel: (212) 972-3000
E-mail: tklestadt@klestadt.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $50 million to $100 million
The petition was signed by George Weiss as authorized person.
The Debtor indicated it has no unsecured creditors.
https://www.pacermonitor.com/view/CTW446Q/Weiss_Multi-Strategy_Funds_LLC__nysbke-24-11075__0005.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/324TC2Q/Weiss_Multi-Strategy_Funds_LLC__nysbke-24-11075__0001.0.pdf?mcid=tGE4TAMA3w
WESTERN RISE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Western Rise, Inc.
100 W. Colorado Ave., Ste E
Telluride, CO 81435
Business Description: The Debtor manufactures travel clothing
and accessories which often includes
features such as quick-drying, odor
resistance, and wrinkle resistance.
Chapter 11 Petition Date: June 19, 2024
Court: United States Bankruptcy Court
District of Colorado
Case No.: 24-13394
Judge: Hon. Joseph G. Rosania Jr.
Debtor's Counsel: Jonathan M. Dickey, Esq.
KUTNER BRINEN DICKEY RILEY PC
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: 303-832-2400
E-mail: jmd@kutnerlaw.com
Total Assets: $3,401,871
Total Liabilities: $5,266,556
The petition was signed by Kelly Watters as president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/KEFWAZA/Western_Rise_Inc__cobke-24-13394__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/DFC2RUA/Western_Rise_Inc__cobke-24-13394__0001.0.pdf?mcid=tGE4TAMA
WESTLAKE SURGICAL: No Decline in Patient Care, 6th PCO Report Says
------------------------------------------------------------------
Dr. Thomas Mackey, the court-appointed patient care ombudsman,
filed with the U.S. Bankruptcy Court for the Western District of
Texas his sixth report regarding the quality and safety of patient
care provided at The Hospital at Westlake Medical Center, a
boutique hospital in Westlake Hills operated by Westlake Surgical,
L.P.
The PCO visited at length with the Director of Pharmacy (DOP) and
Director of Laboratory Services (DOL). The PCO is satisfied
pharmacy and laboratory department leaders track, monitor and
address multiple safety and quality of care indicators for the
respective areas. The addition of ActionCue (a clinical quality
management system) significantly enhances and facilitates needed
work actions.
The PCO found that staff were knowledgeable about the Chapter 11
proceeding and provided the PCO with sincere responses to questions
asked. Staff do not believe the Chapter 11 proceedings have
compromised patient quality or safety of care. Staff do not feel
patient care is suffering because of the Chapter 11 process.
The following are the most important points of the PCO visit on May
21:
* The Debtor contracted with an Infection Control (IC)
specialist to perform a detailed infection control inspection as
previously requested by the PCO. The Debtor is addressing
shortcomings identified in the report. While not complete, the PCO
understands the IC program is a work in progress and will need
ongoing attention.
* The Debtor hired a full time experienced/qualified
infection/quality control nurse who will begin employment in two
weeks.
* The Debtor continues to have adequate clinical staff
(physicians, nurses, pharmacists, technicians, etc.) for the number
of patients serviced in the ED and hospital.
* The addition of ActionCue (a clinical quality management
system) provides vast improvement in tracking, trending,
controlling, and overseeing safety and quality of patient care
parameters and metrics.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=mEn3KV from PacerMonitor.com.
About The Hospital at Westlake
Medical Center
The Hospital at Westlake Medical Center is a physician-owned
boutique hospital in Westlake Hills, Texas, a suburb of Austin.
Guided by an unwavering commitment to delivering quality healthcare
services in a comfortable setting, its core service areas include
surgical procedures, outpatient radiology, and a 24/7 emergency
room.
Westlake Surgical, L.P., doing business as The Hospital at Westlake
Medical Center, sought Chapter 11 protection (Bankr. W.D. Texas
Case No. 23-10747) on Sept. 8, 2023. The Honorable Shad Robinson is
the case judge.
The Debtor tapped Hayward, PLLC as bankruptcy counsel and Donlin,
Recano & Company, Inc. as claims agent. eCapital Healthcare Corp.,
the DIP lender, is represented by Foley & Lardner, LLP.
On Sept. 29, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent unsecured creditors in the Debtor's
Chapter 11 case. The committee is represented by White & Case,
LLP.
Dr. Thomas Mackey is the patient care ombudsman appointed in the
Debtor's case.
WHIDBEY ISLAND PHD: Moody's Confirms 'B1' on 2013 GOULT Bonds
--------------------------------------------------------------
Moody's Ratings has confirmed Whidbey Island Public Hospital
District, WA's (dba Whidbey Health) outstanding general obligation
unlimited tax (GOULT) bonds (Series 2013) at B1. Concurrently,
Moody's confirmed the district's general obligation limited tax
(GOLT) bonds (Series 2009 and 2012) at Caa1. At the same time,
Moody's resolved the ratings under review for downgrade status. The
district has about $44 million in outstanding GOULT bonds and
approximately $12 million in GOLT bonds.
The district's GOULT and GOLT bond ratings were placed under review
for possible further downgrade on March 26, 2024 based on the
district's cash projections suggesting severe near-term liquidity
challenges that have since improved due to the receipt of some one
time and ongoing revenues but remain thin. This action concludes
that review.
RATINGS RATIONALE
The B1 rating on the GOULT bonds reflects Moody's view that while
the district's cash position has improved from its more acute
levels in March (below 10 days cash on hand), liquidity levels
still remain very thin (averaging at close to 20 days until the end
of 2024), thereby constraining the district's financial flexibility
and leaving it susceptible to even a minor financial disruption.
Given its relatively uneven performance history, the district's
ability to maintain liquidity over the long term at sufficient
levels for its mid-size operations will remain a challenge, absent
any substantial and sustained revenue enhancements. Governance
remains a key rating driver. The GOULT bonds benefit from an
unlimited tax levy that is collected only for repayment of the
bonds and the rating reflects Moody's expectation that debt service
for the district's GOULT bonds will likely continue uninterrupted.
The rating also incorporates the district's large and growing tax
base ($17.1 billion in assessed value as of 2022), average full
value per capita levels ($197,838) and income (105.8%) levels and
the stabilizing presence of Naval Air Station Whidbey Island. The
overall debt burden is relatively modest and pension liabilities
are minimal.
The Caa1 rating on the GOLT bonds reflects the general credit
characteristics of the hospital district, as well as the full faith
and credit pledge of the district. The rating incorporates the
district's recent acute liquidity challenges that have since
improved. Per the district's latest cash projections, cash levels
while still very weak, have stabilized at levels that are adequate
to meet the district's operational needs and to fulfill its debt
obligations through 2024. Governance remains a key rating driver.
The improved liquidity position is due to the receipt of some
one-time funds along with actual revenues and levy receipts coming
in above projections.
One time funds received include Opioid settlement monies of $300
thousand (the district could receive an additional $2.2 million
over the next two years) and $1.3 million from the Washington State
Distressed Hospital grant. Positively, the district also saw an
increase in its actual revenue cycle cash receipts (about $4.9
million higher than projected) and levy receipts ($1.8 million
higher than projected). The district has also seen a slight
improvement in its account receivable collections. Per district
management, they have qualified for and expect to receive about $9
million in an Employee retention credit by the end of this year or
early next year as well as $1.5 million from Medicare for
underpayments by December, that are not yet factored into the
district's cash projections. If the district were to receive these
funds it would help improve liquidity levels. Over the long term;
however, maintaining sufficient levels of cash will remain a
challenge for the district, absent any substantial and sustained
revenue enhancements.
The three-notch distinction between the GOULT and GOLT bonds
reflects Moody's view that the GOLT bonds are more exposed to the
significant overall operating and enterprise risks of the hospital
district itself. The GOLT bonds are paid through all available
operating revenues, including the "regular" operating levy.
RATING OUTLOOK
Moody's does not assign outlooks to local governments with this
amount of debt outstanding.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Material and sustained strengthening of cash on hand to levels
above 40 days
-- Sustained growth in patient volumes resulting in stronger
revenue and financial performance providing long term stability of
operations
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Deterioration of liquidity to below 15 days and/or weakening of
operating performance
-- Default on any outstanding obligations
-- Insolvency or bankruptcy of the district
LEGAL SECURITY
The GOULT bonds are secured by an unlimited ad valorem tax
pledge.
The limited tax general obligation bonds are paid from all
available general operating revenue, including the operating
property tax levy.
USE OF PROCEEDS
N/A
PROFILE
Whidbey Island Public Hospital District, doing business as Whidbey
Health, operates a 25 bed critical access hospital, seven satellite
clinics, an ambulance service and a few related other health care
services on Whidbey Island in Puget Sound, 65 miles north of
Seattle (Aaa/stable). The district's boundaries are coterminous
with Whidbey Island and it serves a population of about 86,500
residents (per the 2022 American Community Survey) in Island
County, WA.
METHODOLOGY
The principal methodology used in these ratings was US Special
Purpose District General Obligation Debt Methodology published in
November 2022.
WHITESTONE INDUSTRIAL: Asks Court to OK Solicit Bids for Assets
---------------------------------------------------------------
Whitestone Industrial-Office, LLC asked the U.S. Bankruptcy Court
for the Northern District of Texas for approval to solicit bids for
its assets.
The assets up for sale include an office building located at 1105
Upland Drive, Houston, Texas; and personal property used to operate
the company's business.
Whitestone is selling the property to MH Raw Land, LLC, which made
a cash offer of $8.4 million, or to another buyer with a better
offer.
Under the proposed bid procedures, the deadline for interested
buyers to place their bids on the assets is on Sept. 4, at 5:00
p.m. Bidders are required to provide a deposit equal to 1% of the
offered sale price.
An auction will be conducted on Sept. 18, at 9:00 a.m., if the
company receives competing offers by the bid deadline.
MH Raw Land will serve as stalking horse bidder at the auction. In
the event it is not selected as the winning bidder, MH Raw Land
will receive a break-up fee of $50,000, and expense reimbursement
of up to $25,000.
A court hearing to approve the sale to the winning bidder is set
for Oct. 1. Objections to the sale must be filed three business
days prior to the sale hearing.
About Whitestone Industrial-Office
Whitestone Industrial-Office, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas
Case No. 24-30653) on March 4, 2024, with $10 million to $50
million in assets and $1 million to $10 million in liabilities. The
petition was signed by Bradford Johnson as authorized
representative.
Judge Scott W. Everett presides over the case.
The Debtor tapped Joyce W. Lindauer, Esq., at Joyce W. Lindauer
Attorney, PLLC as bankruptcy counsel; Holland & Knight, LLP and
O'Dowd Law Firm, P.C. as special counsels; and Kevin Chesser, CPA
and his company ilasmos ventures, llc as accountant.
WOOF HOLDINGS: Hamilton Lane Marks $4.9MM Loan at 16% Off
---------------------------------------------------------
Hamilton Lane Private Assets Fund has marked its $4,962,500 loan
extended to Woof Holdings, Inc to market at $4,189,343 or 84% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Hamilton Lane's Amended Form N-CSR for the
fiscal year ended March 31, filed with the Securities and Exchange
Commission.
Hamilton Lane l is a participant in a FirstLien Initial Term Loan
to Woof Holdings, Inc. The loan accrues interest at a rate of Cash
3.75% + SOFR3 per annum. The loan matures on March 24, 2028.
Hamilton Lane is a Delaware statutory trust that is registered
under the Investment Company Act of 1940, as amended, as a
non-diversified, closed-end management investment company. Hamilton
Lane Advisors, L.L.C. a Pennsylvania limited liability company,
serves as the investment adviser of the Fund. The Adviser is a
registered investment adviser under the Investment Advisers Act of
1940, as amended. The Fund was organized as a Delaware trust on
February 7, 2020 and commenced operations on January 4, 2021.
Simultaneous with the commencement of the Fund’s operations, the
Hamilton Lane Evergreen Private Fund LP reorganized with and
transferred substantially all its portfolio securities into the
Fund.
The Fund's fiscal year ends September 30.
Hamilton Lane is led by Andrew Schardt, President; and Brian
Channon, Treasurer. The Fund can be reach through:
Andrew Schardt
Hamilton Lane Private Assets Fund
Hamilton Lane Advisors, L.L.C.
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428-2053
Tel. No.: (610) 617-5724
Headquartered in Tewksbury, Massachusetts, Woof Holdings, Inc.,
through its acquisition of The Wellness Pet Food Holdings Company,
Inc., is a manufacturer of premium pet food and treats, mainly
in North America.
WORKHORSE GROUP: Partners With Kingsburg, Closes Aero Divestiture
-----------------------------------------------------------------
Workhorse Group Inc. announced a strategic collaboration with
Kingsburg Truck Sales, its certified dealer based in Kingsburg,
California, as well as the completion of the previously disclosed
divestiture of its Aero business. These developments highlight
Workhorse's ongoing efforts to address the needs of California's
commercial truck and small fleet owners amid the enforcement of
California Air Resources Board regulations, while also streamlining
its business to focus on core strengths.
An integral part of the collaboration is Kingsburg's commitment to
purchase 141 units of the Workhorse W4 CC Class 4 battery-electric
cab chassis trucks which are expected to be delivered in 2024. This
order, which is subject to significant terms and conditions,
including the receipt of California's Hybrid and Zero-Emission
Truck and Bus Voucher Incentive Project (HVIP) vouchers,
demonstrates Kingsburg's confidence that Advanced Clean Fleet (ACF)
regulations are changing the market for work trucks in California
and beyond. By expanding their inventory with a notable number of
W4 CC trucks, Kingsburg is well-equipped to serve customers seeking
reliable, zero-emission work vehicles that comply with California's
ACF regulations.
"We're thrilled to offer a solution that helps work truck owners in
California meet ACF regulations," said Jerry Smith, President of
Kingsburg Truck Sales. "We believe in Workhorse and are impressed
with their products and support. The Workhorse W4 CC is a
practical, reliable electric truck that replaces traditional ICE
models without sacrificing performance. With a range of up to 150
miles, compatibility with Level 2 and Level 3 charging, and
numerous approved upfit options, the W4 CC is perfect for local
delivery routes. It helps our customers stay compliant with ACF
rules and lowers their fleet operating costs."
In December 2022, Kingsburg became Workhorse's first certified
electric vehicle (EV) dealer in the state of California. Since
then, Kingsburg has played a pivotal role in facilitating multiple
purchase orders for Workhorse vehicles, earning recognition as
Workhorse's 2023 dealer of the year.
Workhorse CEO Rick Dauch stated, "Kingsburg Truck Sales has been an
excellent partner and their commitment to purchase a large quantity
of our W4 CC trucks underscores the quality and versatility of our
electric work trucks. We're confident that customers will
appreciate the wide range of body options and upfit configurations
available for the W4 CC, making it an ideal solution for various
industries and trades. Our collaboration with Kingsburg is meant to
provide a steady supply of upfitted, work-ready trucks for
California customers."
Workhorse's extensive network of commercial vehicle upfit partners
and approved upfits enables the W4 CC to be customized for a wide
array of applications, from refrigerated and dry box trucks to
utility work and landscaping. This versatility, combined with the
W4 CC's reliable performance, positions Workhorse and its dealers
to meet the growing demand for electric work trucks across various
industries.
Through a limited promotion, Kingsburg Truck Center is offering the
Workhorse W4 CC with three popular body options – Flatbed,
Utility Bed, and Landscape Body – ensuring quick delivery to meet
the needs of work truck owners and small fleet operators. The
promotion is available while supplies last and HVIP vouchers remain
available.
Workhorse expects the Workhorse W4 CC to qualify for up to $60,000
in incentives through California's HVIP, which is intended to
offset the cost of clean vehicle purchases for eligible customers.
Additional state and federal incentives may also be available to
qualified buyers. Kingsburg Truck Sales and Workhorse are committed
to assisting customers in securing these incentives, which are
crucial for fulfilling the order, and simplifying the acquisition
process.
In a move to further streamline its operations and focus on core
strengths, Workhorse has completed the previously disclosed
divestiture of its Aero business to an affiliate of ATW Partners
LLC. This divestiture is expected to provide monthly cost savings
of approximately $375,000 and enhances Workhorse's ability to
concentrate on its commercial EV truck business. Under the
agreement's earn-out provisions, Workhorse will receive a portion
of the proceeds if the Aero business realizes revenues from certain
contingent sources.
"As we continue to take strategic and financial actions to better
position Workhorse for the future, we are pleased to complete the
divestiture of our Aero business," said Workhorse CEO Rick Dauch.
"This divestiture narrows our focus and provides Workhorse with
additional financial flexibility to advance our commercial EV
product roadmap and execute our strategic plans. We are confident
we will capture the opportunities ahead by continuing to deliver EV
trucks to new customers and expanding our commercial dealer
network, ultimately driving value for our stockholders."
Dauch continued, "We are proud of the progress the Workhorse team
made building the Aero business, and we are confident that the
divestiture provides more opportunities for the people who support
the business. With ATW, the Aero business is expected to have
access to the capital needed to grow as demand for services and
products continues to ramp up in the future."
As Workhorse continues to innovate and expand its offerings in the
electric last-mile delivery vehicle market, strategic partnerships
with dealerships like Kingsburg Truck Sales, along with focused
business initiatives like the Aero divestiture, will play a crucial
role in driving adoption and accelerating the transition to
zero-emission commercial vehicles.
About Kingsburg Truck Center
Kingsburg Truck Center is the California Central Valley's top
destination for high-quality new and used work trucks. Specializing
in custom solutions, Kingsburg uses its expertise to create
tailored upfit applications for specific industry needs. Since its
establishment in 1991, Kingsburg Truck Center has been the go-to
source for reliable work trucks, growing to become a comprehensive
one-stop shop for everything work truck related.
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.
WYTHE BERRY: EOS Closes $177-Mil. Deal for William Vale Hotel
-------------------------------------------------------------
Global real estate investment bank Eastdil Secured and national
advisory firm A&G Real Estate Partners have successfully marketed
the luxury William Vale Hotel in Brooklyn's Williamsburg
neighborhood.
The transaction, which followed a three-year ownership
restructuring and litigation process led by Asaf Ravid, Chief
Restructuring Officer of All Year Holdings Ltd., resulted in full
payment of all outstanding secured bonds.
Stalking horse bidder EOS Hospitality, a New York-based,
full-service hospitality company with a diverse portfolio of hotels
across the United States, closed on the skyline-defining, luxury
lifestyle hotel on June 18. The $177 million transaction was
approved by the U.S. Bankruptcy Court for the Southern District of
New York on May 29.
Perched above Kent Park with unobstructed views of Manhattan, the
183-key, 21-story tower at 111 N. 12th St. is one of just four
luxury hotels in Brooklyn. Built in 2016, the hotel boasts
top-shelf eateries by restaurateur Andrew Carmellini, 7,300 square
feet of high-end indoor and outdoor function spaces and multiple
storefronts and offices.
Acting as exclusive advisors, Eastdil Secured and A&G previously
marketed another luxury hotel in the neighborhood -- the 147-room
Williamsburg Hotel, which sold last year for a total cash-and-debt
price of $96 million.
About A&G Real Estate Partners
A&G -- http://www.agrep.com/-- delivers strategies designed to
yield the highest-possible value for clients' real estate. Key
areas of expertise include real estate sales, occupancy-cost
reductions, lease terminations, real estate due diligence,
valuations, and facilitation of growth opportunities. Relying on
its marketing knowledge, reputation and advanced technology, A&G
has advised the nation's most prominent corporations in both
healthy and distressed situations. The firm has sold properties and
leases totaling more than $13 billion and achieved nearly $12
billion in rent-reduction and occupancy-cost savings on behalf of
clients in every real estate sector. Founded in 2012, A&G is
headquartered in Melville, N.Y.
About Eastdil Secured
As the most relevant and trusted advisor in the commercial real
estate capital markets, Eastdil Secured --
https://www.eastdilsecured.com/ -- creates value for clients
through creative, actionable ideas and flawless execution. With an
unrivaled combination of capital markets expertise and in-depth
understanding of real estate fundamentals, Eastdil Secured delivers
best-in-class advice on mergers and acquisitions, sales, joint
ventures, debt placement, structured credit and loan sales to
investors around the world. Headquartered in New York, Eastdil
Secured has a broad global footprint to support clients with
offices across the United States in Atlanta, Boston, Charlotte,
Chicago, Dallas, Los Angeles, Miami, Orange County, San Francisco,
Seattle, Silicon Valley and Washington, D.C., and internationally
in Dubai, Dublin, Frankfurt, London, Milan, Paris, Hong Kong and
Tokyo.
About Wythe Berry Fee Owner
Wythe Berry Fee Owner LLC is the titular owner of a commercial
real
property complex located in Brooklyn, New York, that includes The
William Vale Hotel, one of Brooklyn's few luxury hotels. Wythe
Berry Fee Owner is co-owned, indirectly, by Zelig Weiss and YGWV
LLC, a wholly owned, direct subsidiary of All Year Holdings
Limited, which is a debtor in a chapter 11 case also pending
before
Judge Martin Glenn.
Weiss and YGWV each hold 50% of the membership interests in Member
LLC, which, in turn, is the direct parent, and sole member, of
Wythe Berry Fee Owner. YGWV purports to be the designated managing
member of Member LLC and, thus, purports to control Wythe Berry
Fee
Owner.
A group of noteholders, Mishmeret Trust Company Ltd., solely in
its
capacity as Trustee for the Series C Notes; Yelin Lapidot
Provident
Funds Management Ltd.; The Phoenix Insurance Company Limited; and
Klirmark Opportunity Fund III L.P., filed an involuntary Chapter
11
bankruptcy petition against Wythe Berry Fee Owner LLC (Bankr.
S.D.N.Y. Case No. 22-11340) on Oct. 6, 2022. The creditors are
represented by Michael Friedman, Esq., at Chapman and Cutler LLP.
Bankruptcy Judge Martin Glenn, who presides over the case, entered
an Order for Relief in January 2023, allowing the bankruptcy
proceedings against Wythe Berry Fee Owner LLC to proceed. Judge
Glenn denied a request by hotel operator Zelig Weiss to dismiss the
involuntary petition.
Wythe Berry Fee Owner LLC is represented by law firm Herrick,
Feinstein LLP.
All Year Holdings Limited filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021,
and is represented by Matthew Paul Goren, Esq., at Weil, Gotshal &
Manges LLP.
Weiss is represented by lawyers at Paul Hastings LLP.
* * *
Chief Bankruptcy Judge Martin Glenn of the United States Bankruptcy
Court for the Southern District of New York issued opinions
confirming the Chapter 11 plans of Wythe Berry Fee Owner LLC and
approving a related settlement that was part of the plan, clearing
the way for them to complete the sale of the William Vale Hotel and
complex in Brooklyn to an affiliate of EOS Hospitality for $177
million.
XTI AEROSPACE: Registers Additional 64M+ Common Shares
------------------------------------------------------
XTI Aerospace, Inc. filed a Registration Statement on Form S-8 with
the U.S. Securities and Exchange Commission to register:
(i) 1,053,110 shares of Common Stock issuable upon exercise of
outstanding XTI Aircraft Company ("Legacy XTI") options granted
under the 2017 Plan and assumed by the XTI Aerospace pursuant to
the Merger Agreement,
(ii) an additional 4,983,882 shares of Common Stock reserved
and available for future issuance under the 2018 Plan as a result
of Quarterly Increases, which is comprised of 3,000,000 shares of
Common Stock issuable as a result of the Quarterly Increase that
occurred on January 1, 2024 and 1,983,882 shares of Common Stock
issuable as a result of the Quarterly Increase that occurred on
April 1, 2024,
(iii) 11,313,726 shares of Common Stock that are subject to
issuance by the Company upon the exercise of outstanding options
under the 2018 Plan, and
(iv) an additional 47,258,933 shares of Common Stock that have
not previously been registered but are available for issuance under
the 2018 Plan as a result of the 1-for-100 reverse stock split of
the outstanding shares of Common Stock that was effected on March
12, 2024 immediately prior to closing of the Merger.
A full-text copy of the Registration Statement is available at
https://tinyurl.com/yhbjj5hm
About XTI Aerospace
XTI Aerospace (formerly Inpixon), is primarily an aircraft
development and manufacturing company. The Company is developing a
vertical takeoff and landing ("VTOL") aircraft that takes off and
lands like a helicopter and cruises like a fixed-wing business
aircraft. The Company believes its initial configuration, the
TriFan 600, will be one of the first civilian fixed-wing VTOL
aircraft that offers the speed and comfort of a business aircraft
and the range and versatility of VTOL for a wide range of customer
applications, including private aviation for business and high net
worth individuals, emergency medical services, and commuter and
regional air travel. Since 2013, the Company has been engaged
primarily in developing the design and engineering concepts for the
TriFan 600, building and testing a two-thirds scale unmanned
version of the TriFan 600, generating pre-orders for the TriFan
600, and seeking funds from investors to enable the Company to
build full-scale piloted prototypes of the TriFan 600, and to
eventually engage in commercial development of the TriFan 600.
New York-based Marcum LLP, the Company's auditor since 2012, issued
a "going concern" qualification in its report dated April 16, 2024,
citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
[^] BOOK REVIEW: The Phoenix Effect
-----------------------------------
Nine Revitalizing Strategies No Business Can Do Without
Authors: Carter Pate and Harlann Platt
Publisher: John Wiley & Sons, Inc.
Softcover: 244 Pages
List Price: $27.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/0471062626/internetbankrupt
Think of all the managers of faltering companies who dream of
watching those companies rise from the ashes all around them! With
a record number of companies failing in 2001, and another
record-setting year expected for 2002, there are a lot of ashes
from which to rise these days.
Carter Pate and Harlan Platt highly value strong leadership able to
sharpen a company's focus and show the way to the future. They
believe that all too often, appropriate actions required to improve
organizations are overlooked because upper management either isn't
aware of the seriousness of the issues they face or they don't know
where to turn for accurate information to best address their
concerns. In the Phoenix Effect, the authors present their ideas to
"confront, comprehend, and conquer a company's ills, big and
small."
These ideas are grouped into nine steps: (i) Find out whether the
company needs a tune-up, a turnaround, or crisis management. Locate
the source of "the pain." (ii) Analyze the true scope of the
company's operations. Decide whether to stay in the same
businesses, withdraw from existing businesses, or enter new ones.
(iii) Hold the company to its mission statement. If it strives to
be "the most environmentally friendly." Figure out how. (iv) Manage
scale. Should the company grow, stay the same size, or shrink? (v)
Determine debt obligations and work toward debt relief. (vi) Get
the most from the company's assets. Eliminate superfluous assets
and evaluate underused assets. (vii) Get the most from the
company's employees. Increase output and lower workforce costs.
(viii) Get the most from the company's products. Turn out products
that are developed and marketed to fill actual, current customer
needs. (ix) Produce the product. Search for alternate ways to
create the product: owning or leasing facilities, outsourcing,
etc.
The authors believe that "how you're doing is where you're going."
They assert that the "one fundamental source of life in companies,
as in people, is the capacity for self-renewal, the ability to
excite your team for game after game. to go for broke season after
season." This ability can come from "(g)enetics, charisma, sheer
luck, stock options -- all crucial, yes, but the best renewal
insurance is a leader who always knows exactly how his or her
company is doing."
There are a lot of books written on this topic. Pate and Platt
successfully bridge the gap between overgeneralization and too
detail. They are equally adept at advising on how to go about
determining a business's scope and arguing for Monday rather than
Friday for implementing layoffs. They don't dwell on sappy
motivational techniques. They don't condescend to the reader or
depend too much on folksy vernacular and cliche. Their message is
clear: your company's phoenix, too, can rise from its ashes.
Carter Pate has served on the Board of multiple public companies.
During his two decades as a Partner at PricewaterhouseCoopers, he
held several global leadership positions, including being the
Global Managing Partner of the Advisory Services Practice,
Healthcare Practice and the Government practice. He subsequently
served as the CEO of Providence Service Corporation (revenue $1.5B)
and as the CEO of MV Transportation, one of the largest privately
held transportation companies.
Dr. Harlan D. Platt is a professor of Finance and Insurance at
Northeastern University. He is president of 911RISK, Inc., which
specializes in developing analytical models to predict corporate
distress. He received a Ph.D. from the University of Michigan, and
holds a B.A. degree from Northwestern University.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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*** End of Transmission ***