/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240626.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 26, 2024, Vol. 28, No. 177 Headlines 207 E 15TH ST: Taps Nicholas Real Estate Agency as Realtor 2128 FLATBUSH: Enters Agreement with Trust Defendants & Mazal 287 NEW BRUNSWICK: Unsecureds Will Get 100% of Claims in Sale Plan 2910 NEW HAVEN: Seeks to Hire DeMarco-Mitchell as Legal Counsel 399 ATHERTON: Updates Secured Claims; Disclosure Hearing July 1 4011- 4099 NW 34TH: Plan Exclusivity Period Extended to July 15 600 GROUP: Hires Shuker & Dorris P.A. as Counsel 76 M INC: Seeks to Hire Bruce H. Davis as Real Estate Appraiser ADVENTURE ENVIRONMENTAL: Exclusivity Period Extended to July 12 AEROSPACE ENGINEERING: Taps Integra Asset Solutions as Auctioneer AINOS INC: Adopts Amended and Restated Bylaws AIP RD BUYER: Moody's Affirms 'B2' CFR, Outlook Remains Stable ALISAL WATER: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable ALLIANT HOLDINGS: Moody's Affirms 'B3' CFR, Outlook Stable ALROSE ALLEGRIA: Trustee Taps Maltz Auctions as Appraiser ARQ LLC: Case Summary & 20 Largest Unsecured Creditors ASSUREDPARTNERS INC: Moody's Affirms 'B3' CFR, Outlook Stable ATARA BIOTHERAPEUTICS: 1-for-25 Reverse Stock Split Takes Effect ATI PHYSICAL: Derivative Settlement Hearing Set for Sept. 24 ATLAS PURCHASER: $610MM Bank Debt Trades at 40% Discount AULT ALLIANCE: Signs $25-Mil. Stock Purchase Agreement With Orion BARNES & NOBLE: Fanzzlids Holdings, 7 Others Disclose Stakes BEELAND PROPERTIES: Hires Sternberg Naccari & White as Counsel BENITA ND: Hires Ivey McClellan Siegmund Brumbaugh as Counsel BIOLARGO INC: All Proposals Passed at Annual Meeting BION ENVIRONMENTAL: T. Stovall Joins Board, Leads Montana Project BRIDGEWATER CASTLE: Seeks to Hire Fennemore Craig as Legal Counsel BROOKDALE SENIOR: All Proposals Passed at Annual Meeting BURGESS BIOPOWER: Seeks to Extend Plan Exclusivity to October 8 BURGESS BIOPOWER: Seeks to Extend Plan Exclusivity to September 8 BURGESS BUNGALOW: Trustee Taps McAfee & Taft as Legal Counsel CARTER ST LLC: Glen Watson Named Subchapter V Trustee CAYMAN INVESTMENT: Chapter 15 Case Summary CENTRAL SQUARE: Seeks to Hire Peter M. Daigle as Attorney CKM SHINING: Seeks to Hire Zuetel Law Group as Special Counsel CLICKED AI: Seeks to Hire Clark Stith as Bankruptcy Counsel COMTECH TELECOMMUNICATIONS: Magnetar, 3 Others Hold 39.19% Stake CONTROL MICRO: Hires Shuker & Dorris P.A. as Counsel CORRELATE ENERGY: Inks Material Definitive Agreements COUSIN ENTERPRISES: Seeks to Hire W. Thomas Bible as Legal Counsel CPI CARD: S&P Rates New $285MM Senior Secured Notes 'B+' CPV SHORE: Moody's Cuts Rating on $456MM Senior Secured Debt to B2 CYZ PPE: Voluntary Chapter 11 Case Summary DBL LLC: Case Summary & 20 Largest Unsecured Creditors DERMTECH INC: Faces Nasdaq Delisting After Chapter 11 Filing DIAMONDHEAD CASINO: Retains Colliers to Market Diamondhead Property DLD3 CARTS: Case Summary & 18 Unsecured Creditors DP AUTO SALES: Case Summary & 20 Largest Unsecured Creditors ECI PHARMACEUTICALS: Hires Yates and Company Realty as Broker EL DORADO GAS: Seeks to Extend Plan Exclusivity to October 19 EL DORADO: Taps Smith Production as Ordinary Course of Business ELENAROSE CAPITAL: Seeks to Extend Plan Exclusivity to August 16 ELETSON HOLDING: Noteholder Election Claims to Get 1% to 100% EMERGENT BIOSOLUTIONS: Sells Baltimore-Camden Facility for $30MM ETG FIRE: Case Summary & 20 Largest Unsecured Creditors EVERLAST EPOXY: Case Summary & 20 Largest Unsecured Creditors EVOKE PHARMA: Amends Warrants, Offers Pre-Funded Warrants Option EYE CARE: Plan Exclusivity Period Extended to July 1 EYEPOINT PHARMACEUTICALS: All 5 Proposals Passed at Annual Meeting FAMULUS HEALTH: Seeks to Hire Loeb & Loeb as Bankruptcy Counsel FIG & FENNEL: Hires Property Val Pro as Appraiser FREEDOM WIND: Examiner Seeks to Tap Hill View as Broker/Consultant FS VENTURES: Case Summary & 20 Largest Unsecured Creditors FTAI INFRASTRUCTURE: S&P Affirms 'B-' ICR, Outlook Negative GALAXY US OPCO: $969MM Bank Debt Trades at 18% Discount GFY LLC: Case Summary & Four Unsecured Creditors GIGAMONSTER NETWORKS: Seeks to Extend Plan Exclusivity to July 16 GLENS FALLS: Unsecureds Will Get 15% of Claims over 120 Months HAMILTON PROJECTS: S&P Rates Senior Secured Term Loan B 'BB-' HANEY INC: Case Summary & 20 Largest Unsecured Creditors HANNON ARMSTRONG: S&P Rates New Green Senior Unsecured Notes 'BB+' HISTOGEN INC: Taps Frank E. Noble as Special Litigation Counsel INNOVATIVE DESIGNS: CEO Hires Elkana Amitai CPA as Auditor INVITAE CORPORATION: Plan Exclusivity Period Extended to August 11 INVO BIOSCIENCE: Nasdaq Grants Continued Listing Request INVO BIOSCIENCE: Unit Transfers Ownership in WFRSA to Donna Baldwin JAG CAPITAL: Case Summary & Six Unsecured Creditors JAGUAR HEALTH: All Five Proposals Approved at Annual Meeting JL TEXAS: Seeks Approval to Hire Lane Law Firm as Counsel JOHN FITZGIBBON MEMORIAL: Fitch Lowers LongTerm IDR to 'CCC-' JONES COMMODITIES: Case Summary & 20 Largest Unsecured Creditors JVK OPERATIONS: Seeks to Extend Plan Exclusivity to October 1 KCIBT HOLDINGS: S&P Withdraws 'CCC-' Issuer Credit Rating KYLE CHAPMAN: Seeks to Extend Plan Exclusivity to September 10 LONE STAR: Seeks to Hire DeMarco-Mitchell PLLC as Counsel M & M HOLDINGS: Hires Joseph W. Caldwell as Counsel MARTINEZ PALLET: Case Summary & Six Unsecured Creditors MAXIMUS SUPPLY: Case Summary & Unsecured Creditors MEDEX LLC: Voluntary Chapter 11 Case Summary MELT BAR: Hires Frederic P. Schwieg as Bankruptcy Counsel MEXICAN MANUFACTURERS: Taps Michael L. Schmid, CPA as Accountant MILK STREET: Case Summary & 20 Largest Unsecured Creditors MIST HOLDINGS: Plan Exclusivity Period Extended to August 12 MONTICELLO CONSTRUCTION: Taps Haley Properties as Broker MOUNTAIN DUE: Hires Ciardi Ciardi & Astin as Legal Counsel MP PPH: Creditors to Get Proceeds From Liquidation MRRC HOLD: Hires Hilco Corporate Finance as Investment Banker MRRC HOLD: Hires Hilco Real Estate LLC as Real Estate Advisor MRRC HOLD: Seeks to Hire Ordinary Course Professionals NEURAGENEX TREATMENT: Taps Keery McCue as Special Counsel NEXTTRIP INC: Receives Nasdaq Notification Regarding Late Form 10-K NORTH CAROLINA THEATRE: Plan Exclusivity Period Extended to Aug. 21 NORTHRIVER MIDSTREAM: S&P Rates US$525MM Senior Secured Notes 'BB' NOVABAY PHARMACEUTICALS: Registers 298,355 Shares for Resale NUZEE INC: Two Directors Resign From Board; Replacements Named OFFICE PROPERTIES: Moody's Cuts CFR to Caa3 & Unsecured Notes to Ca ONDAS HOLDINGS: Board Appoints Neil Laird as Interim CFO OTSO ENERGY: Case Summary & 20 Largest Unsecured Creditors OYO FITNESS: Case Summary & 20 Largest Unsecured Creditors P3 PURE: Hires HMP Advisory Holdings as Financial Advisor P3 PURE: Seeks to Hire Akerman LLP as Counsel PAPER IMPEX: Hires Estelle Miller CPA as Accountant PAPER IMPEX: Seeks to Tap Alla Kachan P.C. as Bankruptcy Counsel PDT INC: Seeks to Hire DiMarco Warshaw as Bankruptcy Counsel PERFECTWERKS SOLUTIONS: Voluntary Chapter 11 Case Summary PROVIDER TRANSPORT: Taps Law Office of Thomas R. Willson as Counsel PRR 200 LLC: Amends Stellar Homes Secured Claims Pay Details PULSE PHYSICIAN: Case Summary & 20 Largest Unsecured Creditors R PRODUCTIONS: Voluntary Chapter 11 Case Summary RB GLOBAL: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive RITE AID: $425MM Bank Debt Trades at 58% Discount ROBERT WYATT: Seeks to Extend Plan Exclusivity to October 30 SEDGWICK CLAIMS: S&P Rates New $4.9BB First-Lien Term Loan 'B+' SIGNAL RELIEF: Seeks to Hire Parsons Behle & Latimer as Attorney SIGNIA LTD: Case Summary & 20 Largest Unsecured Creditors SMITH MICRO: All Four Proposals Passed at Annual Meeting SOLAR BIOTECH: Case Summary & 30 Largest Unsecured Creditors SOS HYDRATION: Hires Daniel J. Marcus Esq. as Special Counsel SPELL IT WITH COLOR: Case Summary & Eight Unsecured Creditors STARBRIDGE (ONTARIO): Taps Elkins Kalt as Hospitality Counsel SUPERIOR READY: Hires Martin & Drought P.C. as Counsel SUSHI GARAGE: Unsecured Creditors to Split $10K over 36 Months TAKEOFF TECHNOLOGIES: Taps Huron Consulting to Provide CROs TAKEOFF TECHNOLOGIES: Taps Kroll as Administrative Advisor TAKEOFF TECHNOLOGIES: Taps Sheppard Mullin Richter as Attorney TD&H INC: Case Summary & 20 Largest Unsecured Creditors TERWILLIGER PLAZA: Fitch Affirms BB+ LongTerm IDR TEVA PHARMACEUTICAL: S&P Alters Outlook to Pos., Affirms 'BB-' ICR THREE PARTRIDGE: Gina Klump Named Subchapter V Trustee TILI LOGISTICS: Hires S. E. Cowen Law as Bankruptcy Counsel TILI LOGISTICS: Seeks to Hire Core Columbia as Bookkeeper TRAILSIDE INN: Unsecureds to Get 100 Cents on Dollar in Plan TREMONT CHICAGO: Committee Taps Emerald as Financial Advisor TREMONT CHICAGO: Committee Taps Potter Anderson as Legal Counsel TREVENA INC: All Six Proposals Approved at Annual Meeting TRIPLE 7: Seeks to Hire Dennery PLLC as Counsel TRISTAR SOLUTIONS: Unsecureds Will Get 22.3% over 3 Years TURNING POINTS: Seeks Court Nod to Sell Motor Vehicles TWO-YOUNG CONSULTANTS: Case Summary & 13 Unsecured Creditors TYKMA INC: Hires Shuker & Dorris P.A. as Legal Counsel UNDERGROUND SOLUTIONS: Hires Fox Law Corp. as Legal Counsel UNDERGROUND SOLUTIONS: Hires Patrick Rettig Corporation as CRO UNDERGROUND SOLUTIONS: Taps Lucove Say & Co. as Accountant URGENTPOINT INC: Hires Donlin Recano as Claims and Noticing Agent URGENTPOINT INC: Seeks to Hire Ordinary Course Professionals URGENTPOINT INC: Taps Theodora Oringher as Bankruptcy Counsel US LOGISTICS: Files for Chapter 7 Bankruptcy VAPOTHERM INC: Inks Merger Agreement With Veronica Holdings VARALUZ LLC: Case Summary & 20 Largest Unsecured Creditors VIVOT EQUIPMENT: Seeks to Hire Jones & Walden as Legal Counsel WARDADDY AVIATION: Case Summary & 20 Largest Unsecured Creditors WEISS MULTI-STRATEGY: Hires CliftonLarsonAllen LLP as Auditor WEISS MULTI-STRATEGY: Hires Omni Agent as Administrative Agent WEISS MULTI-STRATEGY: Taps KPMG to Provide Audit and Tax Services WEISS MULTI-STRATEGY: Taps Seward & Kissel as ERISA Counsel WEISS MULTI-STRATEGY: Taps TR Paul as Third-Party Administrator WESTAR PLUMBING: Seeks to Hire Isaura Rowles as Manager WFO LLC: Hires Martin & Drought P.C. as Counsel ZHANG MEDICAL: Hires Savills Inc. as Real Estate Broker [*] 31st Distressed Investing Conference on Dec. 4 in NYC [] Alex Rovira Joins Troutman Pepper's Restructuring Practice ********* 207 E 15TH ST: Taps Nicholas Real Estate Agency as Realtor ---------------------------------------------------------- 207 E 15TH ST LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Nicholas Real Estate Agency as realtor. The realtor will list, market, review of offers and advice to the Debtor on acceptance offers. The firm will receive a commission equal to 5 percent of sale price. As disclosed in the court filings, Nicholas Real Estate Agency does not hold an adverse interest to the estate. The firm can be reached through: Linton Gaines Nicholas Real Estate 1624 Main Ave Clifton, NJ 07011 Phone: (973) 340-1202 About 207 E 15TH ST LLC 207 E 15TH ST LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-20978) on Nov. 27, 2023, listing $100,001-$500,000 in both assets and liabilities. Lenaure Foxworth signed the petition as managing member. Avram D. White, Esq. at White and Co. Attorneys and Counsellors represents the Debtors as counsel. 2128 FLATBUSH: Enters Agreement with Trust Defendants & Mazal ------------------------------------------------------------- 2128 Flatbush Ave, LLC, submitted a Modified Disclosure Statement for Plan of Reorganization. On August 12, 2016, the Debtor acquired the real property known as and located at 99-18 Rockaway Beach Boulevard, Rockaway Park, New York 11694, designated as Block 16155, Lot 5 (the "Property") by deed which was recorded and filed with the Office of the City Register of the City of New York on August 24, 2016 (City Register File No. 20160000291963) (the "Deed"). On February 12, 2024, the Debtor filed a motion with this Court seeking the entry of an order directing the Referee to transfer the surplus funds, in the approximate amount of $379,049.18, that he was holding in escrow (the "Surplus Funds") to Shafferman & Feldman LLP, counsel for the Debtor, to hold in escrow until further order of this Court (the "Surplus Motion"). On or around February 16, 2024, NYCTL filed a response to the Surplus Motion requesting that the Court order the release of the Surplus Funds, that the Court also order that NYCTL's attorneys' fees be paid directly from the Surplus Funds. By order dated April 8, 2024, this Court granted the Surplus Motion, and the Referee sent the Surplus Funds to the undersigned counsel for the Debtor. Shortly thereafter, the Debtor, the Trust Defendants, and Mazal have entered into the Settlement Agreement, subject to approval of the Court, providing, in relevant part, that: * Transfer of Property to the Debtor. Within 10 days after approval of this Settlement Agreement, Mazal, as seller, and the Debtor, as purchaser, shall execute a purchase and sale agreement providing for the transfer the Property to the Debtor for the purchase price of $850,000 (the "PSA"). The closing date of the transfer of the Property shall occur no later than the 14th day after the entry of an order of the Bankruptcy Court confirming an amended plan of reorganization (the "Plan") which provides for the transfer of the Property to the Debtor (the "Closing Date") pursuant to this Settlement Agreement and the PSA. * Use of Surplus Funds. Use of Surplus Funds. Upon all parties' execution of this Settlement Agreement, the Debtor shall remit the sum of $170,000 to counsel for Mazal as an earnest money deposit (the "Deposit") which shall be a credit against the $850,000 purchase price, additionally the debtor shall pay all outstanding taxes and water charges owed from the date of the referee's deed until closing. The Debtor shall also pay any transfer taxes owed in connection with the recording of the deed. Subject to paragraph 5, infra, the Debtor may use the Surplus Funds to pay the Deposit and pay a portion of the remaining balance owed to Mazal on the Closing Date, as long as $20,000 of the Surplus Funds is segregated and is used to pay the legal fees of NYCTL, and $7,500 is paid to counsel for Mazal on account of its legal fees, in addition to costs accrued by the title company at closing, up to $5000, on the Effective Date of the Plan. Said legal fees to counsel for NYCTL and Mazal shall be paid by Debtor within 5 business days of the Effective Date of the Plan. The means of implementation of the Plan is through the distribution of the Creditors' Fund which is sufficient in amount to all allowed claims of all claims in full, along with interest at the market rate. Therefore, all creditors are unimpaired under the Plan. Like in the prior iteration of the Plan, each holder of an Allowed Class 3 General Unsecured Claim shall receive a Cash distribution from the Creditors' Fund equal to the full Allowed amount of their Allowed General Unsecured Claims, along with interest at the market rate, or as may be otherwise agreed in writing between the Debtor and the holder of such Claim, on the later of: (i) 10 days after the Effective Date or (ii) three business days after such Claim becomes an Allowed Claim, not to exceed payment in full, plus interest at the legal rate. The approximate amount of General Unsecured Claims is $18,000. This Class is unimpaired. The Confirmation Order shall contain appropriate provisions, consistent with Section 1142 of the Bankruptcy Code, directing the Debtor to execute or deliver or to join in the execution or delivery of any instrument required to effect a transfer of the Property, and to perform any act, including the satisfaction of any Lien, that is necessary for the consummation of this Plan. Except as set forth elsewhere in this Plan, all payments required to be made under this Plan shall be made by the Disbursing Agent in accordance with the terms of this Plan from Creditors' Fund which contain the proceeds generated by the contribution made by the Debtor's member, Michael McMahon and from the Surplus Funds. A full-text copy of the Modified Disclosure Statement dated June 6, 2024 is available at https://urlcurt.com/u?l=o4UAHB from PacerMonitor.com at no charge. Counsel to the Debtor: Joel M. Shafferman, Esq. Shafferman & Feldman, LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Telephone: (212) 509-1802 Email: shaffermanjoel@gmail.com About 2128 Flatbush Ave LLC 2128 Flatbush Ave, LLC filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-43371) on Sept. 20, 2023, with up to $10 million in assets and up to $100,000 in liabilities. Michael McMahon, managing member, signed the petition. Judge Elizabeth S. Stong oversees the case. Joel M. Shafferman, Esq., at Shafferman & Feldman, LLP serves as the Debtor's legal counsel. 287 NEW BRUNSWICK: Unsecureds Will Get 100% of Claims in Sale Plan ------------------------------------------------------------------ 287 New Brunswick Enterprises, LLC filed with the U.S. Bankruptcy Court for the District of New Jersey a Combined Plan of Reorganization and Disclosure Statement dated June 6, 2024. The Debtor is a single asset real estate entity which owns a 14,686 square foot commercial use building divided into 4 retail and 1 warehouse unit. The Property has two tenants in retail units, and three units are vacant (the "Property"). The Debtor valued the Property at $2,000,000.00 in its petition. This is based upon an offer the Debtor has received and accepted for the purchase of the Property. On January 29, 2024, the Debtor entered into an Agreement of Sale to convey the Property to Joel Green, or an entity to be nominated by him, for consideration of $2,000,000. On January 29, 2024, the Debtor entered into an Agreement of Sale to convey the Property to Joel Green, or an entity to be nominated by him, for consideration of $2,000,000. On March 14, 2024, an Addendum to the Sale Agreement was executed which required the Debtor to obtain Bankruptcy Court approval within 6 months and identified "287 New Brunswick Ave, LLC" as Mr. Green's nominee ("Buyer"). On May 10, 2024, the Debtor filed with the Court a motion seeking authorization to sell the Property to the Buyer in accordance with the terms of the Sale Agreement (the "Sale Motion"). That motion is returnable before the Court on June 11, 2024. In the event the Court approves the sale, the Debtor will be working toward closing that sale. The sale of the Property constitutes a sale of substantially all of the Debtor's assets. The Debtor scheduled non-disputed unsecured claims totaling $148,000. The Plan is a reorganizing plan and contemplates the continuation of the Debtor's business and retention of pre-petition assets of the Debtor, but also a prompt sale of the Debtor's primary asset, 287-297 New Brunswick Avenue, Perth Amboy, New Jersey (the "Property"). Class 2 consists of General Unsecured Claims. Unsecured Creditors shall receive 100% of allowed claims, payable not more than 45 days from the date of the closing of the sale of the Property, but in no event less than 30 days from confirmation of this Plan. This Class is impaired. Class 3 consists of Equity Interest Holder Mendel Deutsch. The balance of the sale proceeds after satisfaction of creditors hereunder shall be remitted to Mr. Deutsch. The payments to the Tax Sale Certificate Holder, BUPM, Priority Claimants, Administrative Claimants, and general unsecured creditors due under this Plan will be funded by the proceeds from the sale of the Property contemplated in the Sale Motion and hereunder. A full-text copy of the Combined Plan and Disclosure Statement dated June 6, 2024 is available at https://urlcurt.com/u?l=DJWCoH from PacerMonitor.com at no charge. Attorneys for the Debtor: Stephen B. McNally, Esq. McNALLYLAW, LLC 93 Main Street Newton, New Jersey 07860 (973) 300-4260 About 287 New Brunswick Enterprises The Debtor is a single asset real estate entity which owns aa 14,686 square foot commercial use building divided into 4 retail and 1 warehouse unit. Israel Meir Farkash, a creditor of 287 New Brunswick Enterprises, LLC, filed an involuntary Chapter 11 petition against the Debtor (Bankr. D. N.J. Case No. 23-15354) on June 21, 2023. Judge Christine M. Gravelle oversees the case. Stephen B. McNally, Esq., at McNallyLaw, L.L.C. is the Debtor's bankruptcy counsel. 2910 NEW HAVEN: Seeks to Hire DeMarco-Mitchell as Legal Counsel --------------------------------------------------------------- 2910 New Haven St, Irving, TX LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire DeMarco-Mitchell, PLLC as its counsel. The firm will provide these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The firm will be paid as follows: Robert T. DeMarco, Esq. $400 per hour Michael S. Mitchell, Esq. $300 per hour Barbara Drake, Paralegal $125 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received the amount of $7,500. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (972) 578-1400 Fax: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About 2910 New Haven St, Irving, TX LLC 2910 New Haven St, Irving, TX LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41318) on June 3, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Brenda T Rhoades presides over the case. Robert DeMarco, III at DeMarco-Mitchell, PLLC represents the Debtor as counsel. 399 ATHERTON: Updates Secured Claims; Disclosure Hearing July 1 --------------------------------------------------------------- 399 Atherton, LLC, submitted a Second Amended Disclosure Statement to Second Amended Plan of Reorganization. All claims/bona fide creditors shall be paid in full (including general unsecured creditors[aka Class 2 creditors] in 1 lump sum payment made at the close of escrow of the sale of the Debtor's sole asset/real property on or before August 15, 2024. The subject property is described as 399 Atherton Avenue Atherton, CA 94027. It's a 2-story, 4310 sq. ft., 4 bedroom, 3 bath, single family home. The value is $9,500,000.00 per Debtor's professional appraisal conducted by Daniel Chen of Daniel Chen Appraisal Services (DRE #AF011588) on January 24, 2024. Class 1 consists of Allowed Secured Claims. The amount of claim in this Class total $7,394,262.15. The Debtor will refinance or sell the above collateral by August 15, 2024, paying the above secured creditors from the proceeds of the sale. Debtor will file a motion for approval of any such sale on 28 days' notice to lien holders unless the Plan is confirmed prior to the sale. In that case, the Debtor will provide the title company handling the transaction a copy of the Plan and the confirmation order to allow the transaction to close without a Motion. Like in the prior iteration of the Plan, general unsecured creditors will receive 100 percent of their allowed claims in 1 payment made at the close of escrow of either a refinance or sale of the Property which shall occur no later than August 15, 2024. The Debtor believes that it will have enough cash on hand from the Sale of the Property on or before August 15, 2024 to pay all the claims and expenses that are entitled to be paid. The hearing at which the Court will determine whether to approve this Disclosure Statement will take place on July 1, 2024 at 12:30 p.m., in Courtroom 11, at the United States Bankruptcy Court, 280 South First Street, San Jose, California before the Honorable Judge M. Elaine Hammond. A full-text copy of the Second Amended Disclosure Statement dated June 10, 2024 is available at https://urlcurt.com/u?l=onsQh4 from PacerMonitor.com at no charge. Attorneys for the Debtor: Arasto Farsad, Esq. Nancy Weng, Esq. FARSAD LAW OFFICE, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Tel: (408) 641-9966 Fax: (408) 866-7334 E-mail: farsadlaw1@gmail.com nancy@farsadlaw.com About 399 Atherton, LLC 399 Atherton is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 399 Atherton, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. ND Cal. Case No. 24-50052) on Jan. 17, 2024. In the petition signed by Michael Luu as managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Arasto Farsad, Esq., at Farsad Law Office, P.C., is the Debtor's counsel. 4011- 4099 NW 34TH: Plan Exclusivity Period Extended to July 15 --------------------------------------------------------------- Judge Corali Lopez-Castro of the U.S. Bankruptcy Court for the Southern District of Florida extended 4011-4090 NW 34th Street LLC's exclusive periods to file a plan of reorganization and obtain acceptance thereof to July 15 and September 13, 2024, respectively. As shared by Troubled Company Reporter, the Debtor is a single asset real estate company which owns and operates an 18-unit commercial shopping center in Lauderdale Lakes, FL. The Debtor intends to file a plan of reorganization that will provide, inter alia, for payment to holders of allowed claims, over time, in an amount that would pay the holders of allowed claims in full. The Debtor explains that it has a number of unresolved contingencies. The Debtor submits that it has a reasonable prospect for filing a viable plan of reorganization because it has a positive cash flow, which will be sufficient to provide a substantial distribution to creditors. The Debtor asserts that the request is being made to ensure the continued management of its business affairs and negotiation with its creditors, as well as to preserve the Debtor's possibility of reorganization and going concern value for the benefit of creditors. 4011-4099 NW 34th Street, LLC is represented by: Christian Somodevilla, Esq. LSS LAW 2 South Biscayne Boulevard, Suite 2200 Miami, FL 33131 Telephone: (305) 894-6163 Facsimile: (305) 503-9447 Email: cs@lss.law About 4011- 4099 NW 34th Street 4011- 4099 NW 34th Street, LLC is the owner of real property located at 4011-4090 NW 34th Street, Lauderhill, Fla., valued at $2 million. 4011- 4099 NW 34th Street filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-19421) on Nov. 16, 2023. In the petition signed by Jose Gaspard Morell, an authorized officer, the Debtor disclosed $2,054,566 in total assets and $590,001 in total liabilities. Judge Corali Lopez-Castro oversees the case. The Debtor tapped Zach B. Shelomith, Esq., and Christian Somodevilla, Esq., at LSS Law as bankruptcy counsel and Hal Levenberg at Yip Associates as accountant. 600 GROUP: Hires Shuker & Dorris P.A. as Counsel ------------------------------------------------ 600 Group Incorporated, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Shuker & Dorris, P.A. as counsel. The firm's services include: a. advising as to the Debtor's rights and duties in this case; b. preparing pleadings related to this case, including a disclosure statement and a plan of reorganization; and c. taking any and all other necessary action incident to the proper preservation and administration of this estate; The firm will be paid at these rates: Partners $550 to $700 per hour Associates $475 per hour Paraprofessionals $125 to 225 per hour RS Shuker $700 per hour ML Dorris $550 per hour LL Stricker $475 per hour MA Franklin $225 per hour AR Tillman $125 per hour The firm received a retainer in the amount of $38,858 from the Debtor's subsidiary, Control Micro Systems, Inc., and $33,858 from the other subsidiary, Tykma, Inc. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Scott Shuker, Esq., a partner at Shuker & Dorris, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: R. Scott Shuker, Esq. Shuker & Dorris, P.A. 121 S. Orange Avenue, Suite 1120 Orlando, FL 32801 Telephone: (407) 337-2060 Facsimile: (407) 337-2050 About 600 Group Incorporated 600 Group is focused on the global industrial laser technology industry. With a diversified, blue-chip customer base, 600 Group designs and supplies industrial laser systems through two brands, TYKMA/Electrox and Control Micro Systems (CMS), providing standard and specialized laser solutions, including marking, drilling, cutting and welding. 600 Group Incorporated in Winter Park, FL, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 24-02726) on May 30, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Paul R. Dupee as chairman, signed the petition. Judge Lori V. Vaughan oversees the case. SHUKER & DORRIS, P.A. serve as the Debtor's legal counsel. 76 M INC: Seeks to Hire Bruce H. Davis as Real Estate Appraiser --------------------------------------------------------------- 76 M Inc. seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Bruce H. Davis, Jr., managing owner of Appraisal Source, LLC, as its real estate appraiser. The professional services Mr. Davis is to render includes: (a) provide appraisals of the Property at a flat fee of $3,500; and (b) testimony in Court or Court related proceedings, as needed, at a rate of $250 per hour, including travel time; (c) if needed, provide "hard" copies of appraisal at a flat cost of $250 for 1st copy and $100 for each additional copy. Mr. Davis assured the court that he is a "disinterested person" as that term is defined 11 U.S.C. Sec. 101(14). The firm can be reached through: Bruce H. Davis, Jr. Appraisal Source, LLC 920 Madison St., NW Washington DC 20011 Phone: (410) 745-2201 About 76 M Inc. 76 M Inc. is primarily engaged in renting and leasing real estate properties. 76 M Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. C. Case No. 24-00003) on Jan. 3, 2023, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Peter Odagbodo as president. Judge Elizabeth L. Gunn presides over the case. John D. Burns, Esq. at The Burns Law Firm, LLC represents the Debtor as counsel. ADVENTURE ENVIRONMENTAL: Exclusivity Period Extended to July 12 --------------------------------------------------------------- Judge Corali Lopez-Castro of the U.S. Bankruptcy Court for the Southern District of Florida extended Adventure Environmental, Inc.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to July 12 and September 9, 2024, respectively. As shared by Troubled Company Reporter, the Debtor intends to file a plan of reorganization that will provide, inter alia, for payment to holders of allowed claims, over time, in an amount that is in excess of what creditors would receive in a Chapter 7 proceeding. The Debtor explains that it has a number of unresolved contingencies. Since the filing of the first Motion to Extend, the Debtor and City National have made significant progress in reaching an agreement regarding potential modified terms for the Main Street Lending Loan, but require additional time to finalize the details for same. The Debtor submits that it has a reasonable prospect for filing a viable plan of reorganization because it has a positive cash flow, which will be sufficient to provide a substantial distribution to creditors. Furthermore, the Debtor has vast experience in land and sea environmental restoration and disaster response and has secured bids on numerous projects which have either recently begun or will begin in the near future. As such, the Debtor's monthly income will increase from the projects as they are completed. Adventure Environmental, Inc. is represented by: Christian Somodevilla, Esq. LSS Law 2 South Biscayne Boulevard, Suite 2200 Miami, FL 33131 Telephone (305) 894-6163 Facsimile (305) 503-9447 About Adventure Environmental Adventure Environmental, Inc., was founded in 1997 as a State of Florida Corporation that has been awarded and successfully completed hundreds of government and private contracts throughout the Country for: coastal environmental restoration of seagrasses, mangroves and wetlands; marine contracting involving dredging, canal & waterway stabilization/erosion control, commercial diving and barge/crane work; marine debris/derelict vessel salvage and removal; oil spill response and contingency planning; exotic and nuisance vegetation removal and control from land and sea; disaster response services; water quality monitoring and improvements; heavy equipment operation/earthwork/site preparation; and general construction. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19328) on November 13, 2023. In the petition signed by J. Gregory Tolpin, vice president and secretary, the Debtor disclosed $10,582,122 in assets and $13,253,968 in liabilities. Judge Corali Lopez-Castro oversees the case. Timothy S. Kingcade, Esq., at KINGCADE, GARCIA & MCMAKEN, P.A., is the Debtor's legal counsel. AEROSPACE ENGINEERING: Taps Integra Asset Solutions as Auctioneer ----------------------------------------------------------------- Aerospace Engineering & Support, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Integra Asset Solutions as its auctioneer. The Debtor desires to employ Integra to provide advice concerning maximizing exposure, advertising, and preparation for an auction of the Debtor's equipment as well as to conduct the auction of the equipment and compile the assets in an orderly fashion and to conduct contact with potential buyers both before, during, and after the auction. Integra will be paid a flat fee not to exceed $26,500, plus a 2.5 percent auction contingency fee. Integra will further be paid a 10 percent seller's commission which is based upon the gross proceeds of the auction. Timothy Pfister, vice-president of Integra Asset Solutions, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Timothy Pfister Integra Asset Solutions 2000 Center Drive, Colab Suite Hoffman Estates, IL 60192 Tel: (888) BID-6161 About Aerospace Engineering & Support Aerospace Engineering & Support, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 23-22868) on July 7, 2023. In the petition signed by Lacey Remkes, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Peggy Hunt oversees the case. The Debtor is represented by M. Darin Hammond, Esq., at Smith Knowles, P.C. AINOS INC: Adopts Amended and Restated Bylaws --------------------------------------------- Ainos, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 14, 2024, the board of directors of the Company, unanimously approved the amended and restated bylaws of the Company, effective immediately, which among other things: (a) change the quorum for the transaction of business at stockholder meetings to one-third of the outstanding shares of stock entitled to vote at the meeting; (b) provide the procedures of delivering advance notice of shareholder proposals, and (c) provide the procedure of fixing record date for determining shareholders. A full-text copy of the Amended and Restated Bylaws is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1014763/000149315224024514/form8-k.htm About Ainos Ainos, Inc. -- www.ainos.com -- formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company focused on the development of novel point-of-care testing (the "POCT"), therapeutics based on very low-dose interferon alpha (the "VELDONA"), and synthetic RNA-driven preventative medicine. The Company's product pipeline includes commercial-stage VELDONA Pet cytoprotein supplements, clinical-stage VELDONA human therapeutics and telehealth-friendly POCTs powered by the AI Nose technology platform. Ainos reported a net loss of $13.77 million for the year ended Dec. 31, 2023, compared to a net loss of $14.01 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $31.84 million in total assets, $7.39 million in total liabilities, and $24.45 million in total stockholders' equity. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. AIP RD BUYER: Moody's Affirms 'B2' CFR, Outlook Remains Stable -------------------------------------------------------------- Moody's Ratings affirmed AIP RD Buyer Corp.'s (dba RelaDyne) B2 Corporate Family Rating, and B2-PD Probability of Default Rating. The rating on the senior secured first lien term loans has been downgraded to B3 from B2. The ratings outlook remains stable. The downgrade of the rating on the senior secured first lien term loans reflects a shift in the company's capital structure, following the recent repayment of the second lien term loan (unrated) using proceeds from a sale/leaseback transaction along with incremental draws on the ABL revolver. RATINGS RATIONALE RelaDyne's B2 CFR is supported by the company's position as the leading domestic distributor of lubricants, fuels, chemicals and other products, a strong and experienced management team, and a good track record of integrating acquisitions. Free cash flow is projected to be positive and benefits from the capex-lite model, tax assets that reduce cash taxes and expectations that the company will not distribute dividends to its private equity sponsor, American Industrial Partners (AIP). Other strengths include barriers to entry stemming from the unique national footprint, preferred supplier status among key lubricant and fuel suppliers, and exposure to reliability service applications which provide more stable sales. The rating is tempered by modest gross and EBITDA margins, indicative of the distribution industry, and high amounts of debt on the balance sheet increasing the risk that financial leverage remains elevated as a result of M&A objectives in the highly fragmented distribution industry. Supplier concentration is also a risk in the credit as the top 5 lubricant suppliers account for the majority of supplied lubricant volumes. RelaDyne's rating is also constrained by a fairly narrow product focus in a highly competitive market with lubricants and fuel distribution representing about two-thirds of gross profit. Exposure to cyclical end markets and the volatility of oil prices are additional considerations, though RelaDyne has historically managed oil price shocks. The integration of RelaDyne's transformational acquisitions from 2023, including the Sun Coast acquisition, are progressing well, with a significant amount of targeted synergies realized to date. Moody's expect RelaDyne to de-lever over the course of 2024, as EBITDA increases and also as free cash flow is used to pay down debt. Moody's expect Moody's adjusted leverage to come down to the mid-5.0x from 6.2x for the LTM period ending March 31, 2024. Earlier in April, RelaDyne completed a sale/leaseback transaction related to properties in its real estate portfolio and used the proceeds along with additional draws on the ABL revolver (unrated) to pay off the second lien term loan (unrated). RelaDyne's liquidity is good. At March 31, 2024, the company had a cash balance of $43 million, and $210 million of remaining availability under its $425 million ABL revolver (unrated). Moody's expect the company to generate free cash flow in 2024. The ABL contains a springing minimum fixed charge coverage ratio test, triggered when specified excess availability is less than 10%, with a covenant of 1.00x and no step-downs. The term loan does not contain any financial covenants. The stable outlook assumes the company maintains its margins and can grow its distribution footprint through acquisitions without stressing the balance sheet above initial adjusted financial leverage of 6.0x for a sustained period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider upgrading the ratings if the pace and scale of acquisitions contribute to EBITDA without increasing debt and facilitates leverage improvement to below 4.5x and retained cash flow-to-debt (RCF/Debt) above 15%, both on a sustained basis with a commitment from the financial sponsor to maintain a more conservative financial policy. Moody's would consider a downgrade if gross adjusted leverage rises above the mid-6x range for a sustained period or retained cash flow-to-debt (RCF/Debt) falls below 5%, or free cash flow is below $50 million or liquidity significantly weakens. Another debt-financed acquisition exceeding $100 million or insufficient progress integrating prior acquisitions would also trigger a downgrade. Headquartered in Cincinnati, Ohio, RelaDyne distributes lubricants, fuel and chemicals as well as providing equipment reliability services serving the automotive, commercial and industrial markets. Revenues for the last twelve months ending March 31, 2024 were $4.7 billion. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. ALISAL WATER: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Alisal Water Corporation (Alco)'s Long-Term Issuer Default Rating (IDR) at 'BB-' with a Stable Rating Outlook. Fitch has also affirmed Alco's senior secured bonds at 'BBB-'/'RR2'. The 'RR2' rating for the senior secured bonds reflects Fitch's expectation of superior recovery for the debt security in an event of default. KEY RATING DRIVERS Small-Scale Operations: The relatively modest size of Alco's operation is a rating constraint since small changes in the revenue and expenses can have material impact on the financial metrics. Nevertheless, the downside risk of such fluctuations is contained due to Alco's regulatory rates, which incorporate a 50% fixed charge for cost recovery along with Purchased Power Expense Offset (PPEO) and the Purchased Power Balancing Account (PPBA) as a power cost recovery mechanism. Fitch expects Alco will generate an operating EBITDA of approximately $2 million and an average annual FFO of $1 million during the 2024-2027 forecast period. Constructive Regulatory Framework: Alco is authorized to earn ROE of 10.7% based on a less-than-average 30% equity capital structure under the California Public Utilities Commission's (CPUC) oversight. The company's revenue is susceptible to changes in water usage patterns, since it does not benefit from full revenue decoupling. Conservation measures have led to Alco's revenue falling short of the annual requirement. Fitch does not forecast an uptick in water volumes sold barring significant growth through new development projects within the territory. Nonetheless, Alco's ability to pass incremental power cost to consumers has provided some counterbalance to the revenue pressure associated with declining water sales due to initiatives taken by the state. Water Conservation Legislation: SWB intends to establish a baseline of 55 gallons per capita daily water usage limit until 2025, which is then scheduled to decrease to 50 gallons from 2030 onwards. The implementation of these standards is anticipated by the end of 2024. Fitch would expect Alco to file its next advice letter with CPUC after proposed changes are effective. Fitch anticipates that water conservation measures will continue to exert downward pressure on water volumes, and does not foresee a rise in water volume sales unless there is substantial growth in Alco's customer base. Improving Credit Metrics: Fitch forecasts that the FFO leverage will trend downward toward 3.0x in 2024, compared with 3.3x recorded in 2023. The company benefited from the successful recovery of the remaining prior period power cost. Alco's cash flows have been supported by government-funded programs aimed at aiding low-income customers with their utility payments thus adding stability to the company's cash flow. Fitch anticipates that Alco's solid cost recovery frameworks, combined with a debt amortization schedule of $200,000 to $800,000 annually will led to future improvement of Alco's credit metrics. This is supported by the company's capacity to recover power cost and revenue via adjustment surcharges that have historically mitigated the impact of reduced water sales volume. Federal Support Programs: The California Legislature established the California Water and Wastewater Arrearages Payment Program (CAPP), to assist with unpaid water bills accrued during the pandemic. A total of $985 million in federal fund were allocated to eligible water utility companies along with suspension of service disconnection due to nonpayment of bills. Alco benefited from CAPP in 2024 which facilitated the clearance of all eligible customer arrearages up to YE2023. Following the termination of the disconnection suspension, Alco is now permitted to disconnect service for accounts that are more than 60 days overdue. Currently, Alco reports no write-off of customer bills. Utility companies customarily require security deposits as a safeguard against the risk of non-payment by customers. In Fitch's view, such security deposits may offer partial protection against the financial exposure arising from future customer defaults. Positive FCF: Alco is distinctive within Fitch's utilities coverage given its capability to directly procure cost from developers for new projects before development commencement. Alco recoups the operational cost through the bills paid by the new customers and also recognizes depreciation on new assets. Although these projects are recorded on Alco's balance sheet, they do not generate a return on investment nor are they included in the company's regulated rate base. This externally funded growth model, provides Alco the opportunity to maintain a positive FCF consistently. Business Structure: Alco is a privately held, family-owned C-corporation, with one of its members serving as the president and CEO. Alco is the sole proprietor of the water utility assets and the issuer of all outstanding debt, operating without material subsidiaries. This legal structure is atypical among Fitch-rated utility peers, as it does not enjoy the advantages of being part of a broader utility group and is not influenced by private equity ownership. Despite its distinctiveness, Alco's corporate framework, inclusive of its ownership by the current president and CEO, does not materially influence Fitch's credit assessment. DERIVATION SUMMARY Fitch's rating of Alco is influenced by the utility's relatively modest scale, with annual operating EBITDA ranging from $1.3 million to $2.0 million. Compared to peer Mountaineer Gas Company (MGC; BBB-/Stable), Alco has a less robust business risk profile, largely attributable to its smaller operational scale. MGC caters to approximately 214,000 natural gas customers in West Virginia, a significantly larger customer base than Alco's roughly 30,000 water customers. Regulatory parallels exist between the two entities, notably the absence of full revenue decoupling and weather normalization mechanisms. Alco also exhibits a weaker business risk profile relative to The Berkshire Gas Company (BGC; A-/Stable) and The Southern Connecticut Gas Company (SCG; A-/Stable), also due to its smaller size and concentrated customer base. Both BGC and SCG operate within more favorable regulatory contexts that permit full revenue decoupling and are subsidiaries of AVANGRID, Inc. (BBB+/Stable), which oversees eight regulated electric and natural gas utilities, enhancing their credit profiles. In contrast, Alco operates as a stand-alone entity. Under the assumption of usage patterns influenced by California's state-mandated water conservation program, Fitch anticipates a decline in Alco's FFO leverage towards 3.0x in 2024, which is lower than that of BGC, MGC, and SCG. Alco's rating is constrained by its limited size and scale, as well as its geographic concentration. The company's modest size is a central consideration in its credit rating, and while recent regulatory mechanisms have been implemented to mitigate the impact of increasing power costs and facilitate the recovery of under-collection revenue, Alco's business risk profile remains weaker than that of its peers due to its smaller operational footprint. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenue remains relatively flat throughout the forecast period due to water conservation efforts placing downward pressure on volume of water sold; - EBITDA margins to average between 20%-25% over the forecasted period that is slightly higher than the EBITDA margin achieved in 2023; - Capex of $2.8 million throughout the forecast period related to updating meters, main replacements and pumping equipment; - Secured debt repayments according to the amortization schedule assumed over the forecast period; - Base interest rates applicable to the company's outstanding variable rate debt obligations assumed at maximum rate as defined per the note. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A positive rating action is not likely due to Alco's small scale of operations; however, Fitch would consider an upgrade if operating EBITDA were to reach $10 million while FFO leverage is maintained below 5.0x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - If Fitch were to expect FFO leverage to exceed 6.0x, on a sustained basis; - An adverse regulatory decision that meaningfully reduces the stability and predictability of earnings and cash flow; - Deterioration in liquidity. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Alco ended fiscal year 2023 with $290,000 in available cash. The utility does not have access to a revolving credit facility. However, the CEO and the founding family have historically demonstrated a willingness to support the company's liquidity when necessary. Alco is obligated to maintain approximately $745,000 in restricted cash reserves, comprising $425,000 in a debt service reserve fund and $320,000 allocated for debt service payments, to ensure the fulfilment of funding obligations associated with the senior secured All State bond maturing in 2027. Over the 2024-2027 forecast period, the company expects debt amortization of roughly $2.4 million, with the final instalment of $210,000 due in 2027. ISSUER PROFILE Alco is a privately owned public utility. It serves 30%-40% of the city of Salinas in Monterey County through roughly 9,100 service connections (approximately 30,000 people). 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 ----------- ------ -------- ----- Alisal Water Corporation LT IDR BB- Affirmed BB- senior secured LT BBB- Affirmed RR2 BBB- ALLIANT HOLDINGS: Moody's Affirms 'B3' CFR, Outlook Stable ---------------------------------------------------------- Moody's Ratings has affirmed the B3 corporate family rating and B3-PD probability of default rating of Alliant Holdings Intermediate, LLC, a subsidiary of Alliant Holdings, L.P. (together with its subsidiaries, Alliant). The rating agency has also affirmed the B2 ratings on Alliant's backed senior secured bank credit facilities and senior secured notes and the Caa2 rating on its senior unsecured notes. The rating outlook for Alliant is stable. RATINGS RATIONALE The ratings' affirmation reflects leading position in several niche markets, steady organic revenue growth and historically strong operating margins. Alliant's emphasis on specialty programs has been a successful strategy. The company has built its specialty and middle market insurance business by expanding through a mix of organic growth, lateral hires (seasoned producers) and acquisitions. Alliant generates strong revenue growth, healthy adjusted EBITDA margins, and good free-cash-flow-to-debt metrics. These strengths are offset by Alliant's high financial leverage, contingent/legal risk related to lateral hires, integration risk associated with acquisitions, and potential liabilities from errors and omissions, a risk inherent in professional services. Moody's estimate that Alliant has pro forma debt-to-EBITDA around 7x, (EBITDA – capex) interest coverage of around 2x, and free-cash-flow-to-debt in the mid-single digits. These pro forma metrics reflect Moody's accounting adjustments for operating leases, contingent earnout obligations, certain non-recurring and unusual items, and run-rate EBITDA from acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of Alliant's ratings include: (i) debt-to-EBITDA ratio below 7x, (ii) (EBITDA – capex) coverage of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio exceeding 5%. Factors that could lead to a downgrade of Alliant's ratings include: (i) debt-to-EBITDA ratio above 8x, (ii) (EBITDA – capex) coverage of interest below 1.2x, and (iii) free-cash-flow-to-debt ratio below 2%. Alliant reported revenue of $4.2 billion for the 12 months through March 2024, up from $3.9 billion for 2023, reflecting new business generated from lateral hires and organic growth, especially in the company's specialty property and casualty operations. Moody's expects the company's organic growth to remain healthy but lower as economic growth slows offset by ongoing rate increases in many lines of commercial property & casualty insurance. Alliant has generally maintained strong EBITDA margins. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in February 2024. Alliant, based in Newport Beach, California, is a specialty-oriented insurance broker providing property and casualty and employee benefits products and services to middle-market clients across the US. The company generated revenue of $4.2 billion for the 12 months through March 2024. ALROSE ALLEGRIA: Trustee Taps Maltz Auctions as Appraiser --------------------------------------------------------- Kenneth P. Silverman, the Chapter 11 Trustee of Alrose Allegria LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Maltz Auctions Inc. to serve as appraiser. The firm will conduct a public auction sale of certain real property owned by certain entities wholly owned by Allen Rosenberg, and Rosenberg's ownership interests in certain entities owning certain real properties. The firm will receive compensation in the form of a 5 percent buyer's premium. Richard Maltz, president of Maltz Auctions, assured the court that his firm has no adverse interest to the Debtor's estate, is disinterested and will provide a valuable service to the Debtor by assisting it in valuing its assets. The firm can be reached through: Richard Maltz Maltz Auctions Inc 39 Windsor Place Central Islip, NY 11722 Phone: (516) 349-7022 About Alrose Allegria Alrose Allegria LLC sought Chapter 11 protection (Bankr. S.D.N.Y., Case No. 15-11760) in Manhattan on July 2, 2015, estimating $10 million to $50 million in assets and $1 million to $10 million in debt. Allen Rosenberg, managing member of Alrose Allegria and president of the Alrose Group, signed the bankruptcy petition. The Debtor tapped Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York, as counsel. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Oct. 30, 2015. The initial case conference was set for Aug. 3, 2015. In July 2011, another unit of the Alrose Group, Alrose King David LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y., Case No. 11-75361) in Brooklyn. Alrose King David LLC was a special entity established by the Alrose Group to own the 143-room, beachfront hotel property called the Allegria Hotel & Spa in Long Beach, Long Island. Alrose King David won approval of its reorganization plan in March 2012. ARQ LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: ARQ, LLC DBA ARQ DBA ARQ Wireless 555 Anton Blvd., Suite 150 Costa Mesa, CA 92626 Business Description: ARQ specializes in the engineering and installation of solutions to enhance wireless coverage and reliability in any location, from office buildings and conference halls to university campuses and sports venues, using technologies such as Distributed Antenna Systems (DAS), Small Cells, and Citizens Broadband Radio Service (CBRS). Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11556 Judge: Hon. Scott C Clarkson Debtor's Counsel: Andy Warshaw, Esq. DIMARCO WARSHAW, APLC PO Box 704 San Clemente, CA 92674 Tel: (949) 345-1455 Fax: (949) 417-9412 Email: andy@dimarcowarshaw.com Total Assets: $404,207 Total Liabilities: $5,093,247 The petition was signed by Kunal Hinduja as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HF6UFHA/ARQ_LLC__cacbke-24-11556__0001.0.pdf?mcid=tGE4TAMA ASSUREDPARTNERS INC: Moody's Affirms 'B3' CFR, Outlook Stable ------------------------------------------------------------- Moody's Ratings has affirmed the B3 corporate family rating and B3-PD probability of default rating of AssuredPartners, Inc. Moody's also affirmed the B2 ratings on AssuredPartners' senior secured bank credit facilities and the Caa2 ratings on its senior unsecured notes. The rating outlook for AssuredPartners is stable. RATINGS RATIONALE The ratings affirmation reflects AssuredPartners' growing presence in middle market insurance brokerage, its good mix of business across property & casualty insurance and employee benefits, and its healthy EBITDA margins. The company has generated mid-single digit organic growth through March 2024 with steady EBITDA margins. AssuredPartners is an active acquirer and allows acquired brokers to operate fairly autonomously under local and regional brands, while the group centralizes accounting and control functions and certain carrier relationships. These strengths are tempered by the company's aggressive financial leverage and low fixed charge coverage, execution risk associated with acquisitions, and significant cash outflows to pay contingent earnout liabilities, although the company generates good cash from operations and holds significant liquidity. AssuredPartners also faces potential liabilities arising from errors and omissions in the delivery of professional services. For the 12 months through March 2024, AssuredPartners reported revenue of $2.64 billion, up from $2.56 billion in 2023, driven by acquisitions and mid-single digit organic growth. The company's EBITDA margin has remained relatively flat in the past few years in the low 30s (per Moody's calculations), supported by organic growth, partially offset by ongoing investments in technology and people to support growth and add scale to its specialty business. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of AssuredPartners' ratings include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio exceeding 5%. Factors that could lead to a downgrade of the ratings include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in February 2024. Based in Orlando, Florida, AssuredPartners ranks among the 15 largest US insurance brokers. The company provides property & casualty and employee benefits insurance products to middle market businesses and personal clients in the US. For the 12 months through March 2024, AssuredPartners reported total revenues of $2.64 billion. ATARA BIOTHERAPEUTICS: 1-for-25 Reverse Stock Split Takes Effect ---------------------------------------------------------------- Atara Biotherapeutics, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 20, 2024, it effected a one-for-twenty-five reverse stock split of the Company's common stock, par value $0.0001 per share. As previously disclosed, at its annual meeting of stockholders held on June 10, 2024, the stockholders of the Company approved a proposal to authorize the Company's Board of Directors to amend the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio ranging from any whole number between one-for-four and one-for-thirty, as determined by the Board in its discretion. On June 10, 2024, the Board approved the Reverse Stock Split at a ratio of one-for-twenty-five. Following such approval, the Company filed an amendment to its Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with an effective time of 12:01 a.m. Eastern Time on June 20, 2024. On June 20, 2024, the Common Stock began trading on a split-adjusted basis under a new CUSIP number, 046513206. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to a cash payment equal to the fraction multiplied by the closing price of the Common Stock, as reported by Nasdaq, on the last trading day prior to the effective date of the Reverse Stock Split. No fractional warrants will be issued in connection with the Reverse Stock Split. Holders of pre-funded warrants who would otherwise be entitled to fractional warrants are instead entitled to a cash payment equal to the fraction multiplied by the closing price of the Common Stock, as reported by Nasdaq, on the last trading day prior to the effective date of the Reverse Stock Split. About Atara Biotherapeutics Headquartered in Thousand Oaks, Calif., Atara Biotherapeutics, Inc. -- atarabio.com -- is harnessing the natural power of the immune system to develop off-the-shelf cell therapies for difficult-to-treat cancers and autoimmune conditions that can be rapidly delivered to patients from inventory. With cutting-edge science and differentiated approach, Atara is the first company in the world to receive regulatory approval of an allogeneic T-cell immunotherapy. The Company's advanced and versatile T-cell platform does not require T-cell receptor or HLA gene editing and forms the basis of a diverse portfolio of investigational therapies that target EBV, the root cause of certain diseases, in addition to next-generation AlloCAR-Ts designed for best-in-class opportunities across a broad range of hematological malignancies and B-cell driven autoimmune diseases. San Francisco, California-based Deloitte & Touche LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company's recurring losses from operations raises substantial doubt about its ability to continue as a going concern. ATI PHYSICAL: Derivative Settlement Hearing Set for Sept. 24 ------------------------------------------------------------ As previously reported, between December 1, 2021 and September 22, 2022, five purported stockholders of ATI Physical Therapy, Inc. filed four derivative actions, purportedly on behalf of ATI, in the U.S. District Court for the Northern District of Illinois, which were subsequently consolidated and captioned In re ATI Physical Therapy, Inc. S'Holder Derivative Litig., No. 1:21-cv-06415 (N.D. Ill). On June 1, 2023, another purported ATI stockholder, Phillip Goldstein, filed a putative class action and derivative complaint in the Court of Chancery of the State of Delaware, captioned Goldstein v. Diab, et al., No. 2023-0582-NAC (Del. Ch.) On May 28, 2024, the parties to the Ghaith Action and the Goldstein Action entered into a Stipulation and Agreement of Settlement to settle the derivative claims in those actions. On June 11, 2024, the U.S. District Court for the Northern District of Illinois preliminarily approved the proposed settlement as being fair, reasonable, and adequate, and scheduled a hearing for September 24, 2024 at 12:15 p.m. central time, to, among other things, consider whether to finally approve the proposed settlement. Additional information concerning the terms of the proposed settlement, the September 24, 2024 hearing, and the requirements for making any objections to the proposed settlement can be found in the Stipulation and the Notice of Pendency and Proposed Settlement of Stockholder Derivative Claims, which are available on the Company's website, at http://investors.atipt.com/events-and-presentations/Derivative-Settlement. 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. ATLAS PURCHASER: $610MM Bank Debt Trades at 40% Discount -------------------------------------------------------- Participations in a syndicated loan under which Atlas Purchaser Inc is a borrower were trading in the secondary market around 59.8 cents-on-the-dollar during the week ended Friday, June 21, 2024, according to Bloomberg's Evaluated Pricing service data. The $610 million Term loan facility is scheduled to mature on May 18, 2028. The amount is fully drawn and outstanding. Atlas Purchaser, Inc., which does business as Alvaria, Inc., acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solution. AULT ALLIANCE: Signs $25-Mil. Stock Purchase Agreement With Orion ----------------------------------------------------------------- Ault Alliance, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on June 21, 2024, that on June 20, 2024, the Company entered into a purchase agreement (the "ELOC Purchase Agreement") with Orion Equity Partners, LLC, which provides that, upon the terms and subject to the conditions and limitations, the Company has the right to direct Orion to purchase up to an aggregate of $25,000,000 of shares of the Company's 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share over the 36-month term of the ELOC Purchase Agreement. Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Registration Statement, the Company has the right to present Orion with an advance notice directing Orion to purchase any amount up to the Maximum Advance Amount. The Maximum Advance Amount shall equal 40% of the average of the Daily Value Traded (as defined in the ELOC Purchase Agreement) of the Preferred Shares on the ten Trading Days (as defined in the ELOC Purchase Agreement) immediately preceding an Advance Notice. The number of Preferred Shares that the Company can issue to Orion from time to time under the ELOC Purchase Agreement will be subject to the Ownership Limitation (as defined in the ELOC Purchase Agreement). The Company will control the timing and amount of sales of its Preferred Shares to Orion. Orion has no right to require any sales by the Company, and is obligated to make purchases from the Company as directed solely by the Company in accordance with the ELOC Purchase Agreement. The ELOC Purchase Agreement provides that the Company will not be required or permitted to issue, and Orion will not be required to purchase, any shares under the ELOC Purchase Agreement if such issuance would violate NYSE American rules, and the Company may, in the Company's sole discretion, determine whether to obtain stockholder approval to issue shares in excess of 19.99% of the Company's outstanding Preferred Shares if such issuance would require stockholder approval under NYSE American rules. Orion has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging the Company's common stock during any time prior to the termination of the ELOC Purchase Agreement. Pursuant to the ELOC Purchase Agreement, the Company agreed to prepare and file with the SEC a Registration Statement for the resale by Orion of Registrable Securities (as defined in the ELOC Purchase Agreement) within 30 days from the Execution Date and to cause such Registration Statement to be declared effective by the SEC within 90 days from the Execution Date. In consideration for Orion's execution the ELOC Purchase Agreement, the Company is required to issue to Orion, as a commitment fee, a number of Preferred Shares having an aggregate dollar value equal to $500,000. Within one business day of the effectiveness of the Registration Statement, the Company shall deliver irrevocable instructions to its transfer agent to electronically transfer to Orion that number of Preferred Shares having an aggregate dollar value equal to $100,000 based on the per share price, which price shall be equal to the simple average of the daily closing price of the Preferred Shares during the five Trading Days immediately preceding the effectiveness of the Registration Statement. In addition, the Company shall deliver irrevocable instructions to its transfer agent to electronically transfer Orion that number of Preferred Shares having an aggregate dollar value equal $100,000 based on the per share price on each of the two, four, six and eight month anniversaries of the Initial Issuance based on the per share price which price shall be equal to the simple average of the daily closing price of the Preferred Shares during the seven Trading Days immediately preceding the two, four, six and eight month anniversary, as applicable. The ELOC Purchase Agreement may also be terminated by the Company at any time after commencement, at its discretion, provided that at the time of termination, the Company does not have any outstanding amounts owed to affiliates of Orion pursuant to the loan agreement, dated June 5, 2024, that it entered into with such lenders; provided, however, upon early termination the Company is required to issue the outstanding Commitment Fee Shares to Orion. Further, the ELOC Purchase Agreement will automatically terminate on the date that the Company sells, and Orion purchases, the full $25,000,000 amount under the agreement or, if the full amount has not been purchased, on the expiration of the 36-month term of the ELOC Purchase Agreement. About Ault Alliance Ault Alliance, Inc. -- http://www.Ault.com-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Ault Alliance owns and operates a data center at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries, and provides mission-critical products that support a diverse range of industries, including metaverse platform, oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net 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. BARNES & NOBLE: Fanzzlids Holdings, 7 Others Disclose Stakes ------------------------------------------------------------ Fanzzlids Holdings, LLC disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of June 10, 2024, the firm and its affiliated entities -- Lids Holdings, Inc., Fanatics Leader Topco, Inc., Fanatics Lids College, Inc., TopLids LendCo, LLC, Fanatics Leader Holdings, LLC, Kynetic F, LLC, and Michael G. Rubin -- beneficially owned shares of Barnes & Noble Education, Inc.'s common stock. Fanatics Lids College, Inc. is reported to directly own 4,608 shares of Common Stock, Lids Holdings, Inc. directly owns 11,539 shares of Common Stock, and TopLids LendCo, LLC directly owns 4,448,928 shares of Common Stock. Each of Fanatics Lids College, Inc., Lids Holdings, Inc. and TopLids LendCo, LLC is a wholly owned subsidiary of FanzzLids Holdings, LLC, which, as a result, beneficially owns the cumulative 4,465,075 shares of Common Stock, representing 17.04% of the shares outstanding, based upon 26,204,956 shares of common stock, par value $0.01 per share of Barnes & Noble, which is the total number of Shares outstanding following the closing of the Rights Offering and PIPE Transaction, according to Barnes & Noble. FanzzLids Holdings, LLC is a joint venture between Lids Investment Holdings, LLC and Fanatics Leader Holdings, LLC. As the majority member of FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC may be deemed to be the beneficial owner of the 4,465,075 shares of Common Stock beneficially owned by FanzzLids Holdings, LLC, representing 17.04% of the shares outstanding. Fanatics Leader Topco, Inc., as the sole member of Fanatics Leader Holdings, LLC, may be deemed to beneficially own the 4,465,075 shares of Common Stock beneficially owned by Fanatics Leader Holdings, LLC, and, additionally, Fanatics Leader Topco, Inc. directly owns 11,539 shares of Common Stock (resulting in an aggregated beneficial ownership of 4,476,614 shares of Common Stock), representing 17.08% of the shares outstanding. Kynetic F, LLC, on account of its share of the ownership of the voting securities of Fanatics Holdings, Inc., which indirectly owns 100% of the outstanding capital stock of Fanatics Leader Topco, Inc., indirectly owns a controlling percentage of the outstanding voting securities of Fanatics Leader Topco, Inc. and may be deemed to be the beneficial owner of the 4,476,614 shares of Common Stock beneficially owned by Fanatics Leader Topco, Inc, representing 17.08% of the shares outstanding. Michael G. Rubin is the managing member of Kynetic F, LLC and, as a result, may be deemed to be the beneficial owner of the 4,476,614 shares of Common Stock beneficially owned by Kynetic F, LLC, representing 17.08% of the shares outstanding. A full-text copy of Fanzzlids Holdings' SEC Report is available at: https://www.sec.gov/Archives/edgar/data/1634117/000119312524164553/d823021dsc13ga.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. BEELAND PROPERTIES: Hires Sternberg Naccari & White as Counsel -------------------------------------------------------------- Beeland Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Sternberg, Naccari & White, LLC as counsel. The firm will give the Debtor legal advice with respect to the Debtor's powers and duties as a debtor-in-possession, and to perform all legal services for the Debtor which may be necessary. The firm will be paid at the rate of $385 per hour. The firm received from the Debtor a retainer of $19,238. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan J. Richmond, Esq., a partner at Sternberg, Naccari & White, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ryan J. Richmond, Esq. Ashley M. Caruso. Esq Sternberg, Naccari & White, LLC 450 Laurel Street, Suite 1450 Baton Rouge, LA 70801 Tel: (225) 412-3667 Fax: (225) 286-3046 Email: ryan@snw.law ashley@snw.law About Beeland Properties, LLC Beeland Properties, LLC is a company in Denham Springs, La., engaged in renting and leasing real estate properties. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. La. Case No. 24-10461) on June 11, 2024, with $1 million to $10 million in both assets and liabilities. Jeff Landry, manager, signed the petition. Judge Michael A. Crawford presides over the case. Ryan J. Richmond, Esq., at Sternberg, Naccari & White, LLC represents the Debtor as legal counsel. BENITA ND: Hires Ivey McClellan Siegmund Brumbaugh as Counsel ------------------------------------------------------------- Benita ND, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Ivey, McClellan, Siegmund, Brumbaugh U McDonough, LLP as counsel. The firm's services include: a. representing the Debtor in a Chapter 11 bankruptcy to include assisting in investigating and examining contracts, leases, financing statements and other related documents to determine the validity of such, to determine the rights and priorities of lienholders, if any; and b. providing advice in preserving the Debtor's properties and assets, and generally assisting the Debtor in administering the estate. The firm will be paid at these rates: Samantha K. Brumbaugh $450 per hour Dirk W. Siegmund $450 per hour Charles M. Ivey, III $500 per hour Darren McDonough $450 per hour Melissa Murrell $125 per hour Tabitha Coltrane $125 per hour Janice Childers $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The retainer is $5,500. Samantha K. Brumbaugh, Esq., a partner at Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP, disclosed in court filings that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Samantha K. Brumbaugh, Esq. McClellan, Siegmund, Brumbaugh & McDonough, LLP PO Box 3324 Greensboro, NC 27402 Tel: (336) 274-4658 Email: skb@iveymcclellan.com About Benita ND, LLC Benita ND, LLC filed Chapter 11 petition (Bankr. M.D. N.C. Case No. 24-80141) on June 12, 2024, with up to $500,000 in assets and up to $1 million in liabilities. Benita Kaye Thomas, member manager, signed the petition. Samantha K. Brumbaugh, Esq., at Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP, represents the Debtor as legal counsel. BIOLARGO INC: All Proposals Passed at Annual Meeting ---------------------------------------------------- BioLargo, Inc. held its 2024 annual stockholder meeting during which the stockholders: 1. Elected Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Jack B. Strommen, Linda Park, and Christina Bray to the Company's Board of Directors; 2. Approved, on an advisory basis, the compensation of the Company's named executive officers; 3. Ratified the appointment of Hacker Johnson & Smith PA as the Company's independent registered public accounting firm for the year ending December 31, 2024; and 4. Approved the proposal to adopt the 2024 Equity Incentive Plan. About BioLargo Inc. Westminster, Calif.-based BioLargo, Inc. (OTCQB:BLGO) is a cleantech and life sciences innovator and engineering services solution provider. Its core products address PFAS contamination, achieve advanced water and wastewater treatment, control odor and VOCs, improve air quality, enable energy-efficiency and safe on-site energy storage, and control infections and infectious disease. Its approach is to invent or acquire novel technologies, develop them into product offerings, and extend their commercial reach through licensing and channel partnerships to maximize their impact. As of March 31, 2024, the Company has $9,821,000 in total assets, $4,673,000 in total liabilities, and a total stockholders' equity of $5,148,000. As of December 31, 2023, the Company had $8,205,000 in total assets, $4,003,000 in total liabilities, and $4,202,000 in total stockholders' equity. Orlando, Fla.-based Hacker, Johnson & Smith PA, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations, has negative cash flow from operations and has a significant accumulated deficit, which raise substantial doubt about the Company's ability to continue as a going concern. BION ENVIRONMENTAL: T. Stovall Joins Board, Leads Montana Project ----------------------------------------------------------------- Bion Environmental Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 17, 2024, Mr. Turk Stovall agreed to join the Board of Directors of the Company upon ratification by the Board at its next meeting later this month. Additionally, Mr. Stovall has agreed to become 'head' of Bion's beef activities as his companies and the Company proceed with joint development of a 15,000 head beef facility to be located at the site of his existing Yellowstone Cattle Feeders, LLC operations in Shepherd, Montana. His compensatory arrangements have not yet been negotiated and/or finalized at this time. The Company welcomes Mr. Stovall to its senior executive team. Turk Stovall will join Bion's Board of Directors and lead a joint venture between Stovall Ranching Companies and Bion to develop the project. The facility will produce premium quality Montana beef that the partners believe will be the 'cleanest', most eco-friendly finished beef in the marketplace. The Stovall/Bion cattle project is planned to construct a 15,000 head capacity facility at Stovall's Yellowstone Cattle Feeders, in Shepherd, Montana. Cattle will be finished in barns designed for feed efficiencies and cattle welfare, while being outfitted with solar generation and advanced waste treatment and resource recovery systems provided by Bion's patented closed-loop technologies. The Bion Gen3Tech system will harvest organic and low-carbon nitrogen fertilizers from the volatile ammonia in the waste, methane that can be upgraded to Renewable Natural Gas, and clean water. Resource recovery will simultaneously minimize the facility's environmental impacts to air or water. Most of the facility's energy requirements are anticipated to be generated onsite with solar. Environmental benefits and improved resource efficiencies will be independently verified and communicated to stakeholders, and to consumers that increasingly demand eco-sustainable choices and are willing to pay for it. Turk Stovall, CEO of the Stovall Ranching Companies, said, "We aren't focused on how beef was produced over the last 50 years; we are focused on how to produce it for the next 50 years. It is our mission to advance our production systems to be the best and at the high standards the market demands. Bion's clean, climate-controlled, and efficient system will produce cattle 'programmed' to meet some of the highest eco-friendly standards in the marketplace and it may well become the future of cattle feeding. Once completed, and proven, the facility can serve as a model to execute in other states and other possible locations in Montana." Craig Scott, Bion's Head of Business Development, said, "We are excited to work with Turk and his companies to expand cattle feeding in Montana. Winters here make cattle feeding especially challenging. Bion's barn-based system addresses those issues, deliver improved feed efficiencies and economics, and our advanced waste treatment will help Montana stay clean and beautiful." Mr. Scott added, "We are equally pleased that Turk will bring his experience to Bion's Board and lead our first beef project. We think it's the perfect fit." Turk Stovall is a fifth-generation Montana rancher and CEO/owner of Stovall Ranching Companies and Yellowstone Cattle Feeders. He earned a BS in Animal Science from Montana State University; an MS in Animal Science from Oklahoma State University; and an MBA from Purdue University. He held management positions with Certified Angus Beef, the largest branded beef company in the US, North Platte Feeders, an 80,000 head commercial feedlot, and ORIgen, a beef semen and embryo company. Turk serves as Second VP of the Montana Stockgrowers Association and has served on the Cattleman's Beef Board by appointment of the US Secretary of Agriculture. He is often published in the Journal of Animal Science and industry press and speaks on supply chain and other beef industry topics. Stovall Ranching Companies includes diversified family ranches in Yellowstone County and Big Horn County, on the Crow Indian Reservation. Stovall operates a large Angus beef herd and stocker program that supplies cattle into high grade beef programs, expansive farms, a procurement company specializing in brand beef supply chains, and management consulting. Yellowstone Cattle Feeders is Montana's largest custom feedlot, with 25,000 head, that specializes in value-added services for Montana cattle producers and finishes cattle to supply local and national beef packers, including specialized brand beef programs. About Bion Bion's third generation technology-based platform ("Gen3Tech Platform") provides comprehensive environmental treatment for large-scale livestock waste streams (and other organic waste streams), while simultaneously recovering resources that have traditionally been wasted or underutilized. Bion's platform performs the dual benefits of improving profitability of production by upcycling those resources into value-added byproducts, while preventing their release to the environment, where they contribute to surface- and groundwater and air pollution, climate change, and other air quality issues. Bion's patented core technology captures, stabilizes, and upcycles ammonia produced during the anaerobic digestion of organic waste streams to produce Renewable Natural Gas. The ammonia recovery system produces clean water and high-value organic and low-carbon precision fertilizers from the waste stream. For more, see Bion's website at https://bionenviro.com. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has yet to generate any revenue and has suffered recurring losses from operations. These factors raise substantial doubt about its ability to continue as a going concern. Bion Environmental said in its Quarterly Report for the period ended March 31, 2024, that the Company is not currently generating any significant revenues. Further, the Company's anticipated revenues, if any, from existing projects, JVs and proposed projects will not be sufficient to meet the Company's anticipated operational and capital expenditure needs for many years. As previously noted, the Company is currently not generating significant revenue and accordingly has not generated cash flows from operations. The Company does not anticipate generating sufficient revenues to offset operating and capital costs (for Projects) for a minimum of two to five years. While there are no assurances that the Company will be successful in its efforts to develop and construct its Projects and market its Systems, it is certain that the Company will require substantial funding from external sources. Given the unsettled state of the current credit and capital markets for companies such as Bion, there is no assurance the Company will be able to raise the funds it needs on reasonable terms. The aggregate effect of these factors raises substantial doubt about the Company's ability to continue as a going concern. BRIDGEWATER CASTLE: Seeks to Hire Fennemore Craig as Legal Counsel ------------------------------------------------------------------ Bridgewater Castle Rock ALF, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Fennemore Craig, P.C. as counsel. The firm will render these services: a. aid the Debtor in the development of a plan of reorganization and disclosure statement under chapter 11 of the Bankruptcy Code; b. prepare and file the necessary actions, answers, applications, complaints, lists, motions, orders, petitions, pleadings, reports, schedules, statements, and other papers that may be required in the continued administration of the Debtor's estate under chapter 11 of the Bankruptcy Code; c. represent the Debtor in adversary proceedings and contested matters related to the Debtor's bankruptcy case; d. provide legal advice with respect to the Debtor's rights, powers, obligations and duties as chapter 11 Debtor-in-possession in the continuing operation of the Debtor's business and the administration of the estate; and e. provide other legal services for the Debtor as necessary and appropriate for the administration of the Debtor's estate. The firm will be paid at these rates: Patrick R. Akers, Esq. $450 per hour Jordan E. Helton, Esq. $390 per hour Patrick Akers, Esq., a director at Fennemore Craig, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Patrick R. Akers, Esq. Fennemore Craig, P.C. 3615 Delgany St, Suite 1100 Denver, CO 80216 Telephone: (303) 291-3200 Facsimile: (303) 291-3201 Email: pakers@fennemorelaw.com About Bridgewater Castle Bridgewater Castle is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Bridgewater Castle Rock ALF, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-13319) on June 14, 2024, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Steve Jorgenson as CEO. Patrick R. Akers, Esq. at FENNEMORE CRAIG represents the Debtor as counsel. BROOKDALE SENIOR: All Proposals Passed at Annual Meeting -------------------------------------------------------- Brookdale Senior Living Inc. held its 2024 Annual Meeting of Stockholders, during which the stockholders: 1. Elected Jordan R. Asher, Lucinda M. Baier, Frank M. Bumstead, Claudia Napal Drayton, Victoria L. Freed, Elizabeth B. Mace, Denise W. Warren, and Lee S. Wielansky as directors, each to hold office for a one-year term expiring at the 2025 annual meeting of stockholders. On June 18, 2024, Guy P. Sansone and Marcus E. Bromley retired from the Board of Directors upon the expiration of their terms at the conclusion of the Company's 2024 annual meeting of stockholders. As previously disclosed, Messrs. Sansone and Bromley had provided notice to the Board that they would not be standing for re-election at the Annual Meeting. Their retirements from the Board were not due to any disagreement with the Company, the Board, or the management of the Company on any matter relating to the Company's operations, policies, practices, or otherwise. 2. Approved, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Proxy Statement. 3. Ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024. 4. Approved the proposal to adopt the Brookdale Senior Living 2024 Omnibus Incentive Plan, which was previously approved by the Board. About Brookdale Senior Living Headquartered in Brentwood, Tenn., Brookdale Senior Living Inc. operates senior living facilities in the United States. As of March 31, 2024, the Company has $5.5 billion in total assets and $5.2 billion in total liabilities. * * * Egan-Jones Ratings Company on October 26, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Brookdale Senior Living Inc. BURGESS BIOPOWER: Seeks to Extend Plan Exclusivity to October 8 --------------------------------------------------------------- Burgess BioPower, LLC and Berlin Station, LLC asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to October 8 and November 5, 2024, respectively. The Debtors filed the Joint Chapter 11 Plan which constitutes a "toggle" plan pursuant to which the Debtors are simultaneously pursuing both a sale process and a plan that includes a debt-for equity swap by the Debtors' DIP Lenders and Senior Lenders. The Debtors submit that each of the factors have been met and, therefore, cause exists to extend the Exclusive Periods given the discretion afforded to the Court in determining "cause" and the Debtors' substantial progress in these Chapter 11 Cases, including the solicitation of the Plan and pursuit of a value maximizing sale of the Debtors' assets: * First, this case is of a meaningful size and complexity. The Debtors have over $100 million in pre-petition secured debt, and needed to negotiate and obtain DIP financing at the beginning of the case. Also at the beginning of the case, the Debtors and their professionals were consumed by an intensive and fast moving litigation with Eversource. At the same time, the Debtors negotiated, drafted, and filed a proposed plan, which plan featured a "toggle" between a sale and a restructuring. * First, this case is of a meaningful size and complexity. The Debtors have over $100 million in pre-petition secured debt, and needed to negotiate and obtain DIP financing at the beginning of the case. Also at the beginning of the case, the Debtors and their professionals were consumed by an intensive and fast moving litigation with Eversource. At the same time, the Debtors negotiated, drafted, and filed a proposed plan, which plan featured a "toggle" between a sale and a restructuring. * Second, the Debtors and their professionals have made significant progress in moving the Chapter 11 Cases towards a successful completion. Despite the progress that the Debtors have made, the Debtors, to preserve their exclusive rights under section 1121 of the Bankruptcy Code, request an extension of the Exclusive Periods as a precautionary measure. Allowing the expiration of the Exclusive Periods at this stage could interfere with the substantial progress that the Debtors have made in the months following the Petition Date. * Third, creditors will not be harmed by the extension of the Exclusive, and this is the Debtors' first motion to extend the Exclusive Periods. The Debtors are not seeking an extension of the Exclusive Periods to delay administration of the Chapter 11 Cases, but rather to allow the Debtors to continue to maximize the value of their estates and proceed through the sale and/or confirmation process. Co-Counsel for Debtors: Chantelle D. McClamb, Esq. GIBBONS P.C. 300 Delaware Ave., Suite 1015 Wilmington, DE 19801 Tel: (302) 518-6300 Email: cmcclamb@gibbonslaw.com - AND - Robert K. Malone, Esq. (pro hac vice pending) Kyle P. McEvilly, Esq. (pro hac vice pending) GIBBONS P.C. One Gateway Center Newark, New Jersey 07102 Tel: (973) 596-4500 E-mail: rmalone@gibbonslaw.com kmcevilly@gibbsonlaw.com Co-Counsel for Debtors: Alison D. Bauer, Esq. William F. Gray, Jr., Esq. Jiun-Wen Bob Teoh, Esq. FOLEY HOAG LLP 1301 Avenue of the Americas, 25th Floor New York, New York 10019 Tel: (212) 812-0400 Email: abauer@foleyhoag.com wgray@foleyhoag.com jteoh@foleyhoag.com - AND - Kenneth S. Leonetti, Esq. Christian Garcia, Esq. FOLEY HOAG LLP 155 Seaport Boulevard Boston, Massachusetts 02210 Tel: (617) 832-1000 Email: ksl@foleyhoag.com cgarcia@foleyhoag.com About Burgess BioPower Burgess BioPower, LLC and its affiliates are renewable energy power companies that own and operate a 75-megawatt biomass-fueled power plant located on an approximately 62-acre site in Berlin, New Hampshire. Berlin Station owns the facility and the facility site, and Burgess BioPower leases the facility pursuant to a long-term lease. Burgess BioPower also holds the necessary regulatory licenses for the operation of the facility. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10235) on February 9, 2024, with $10 million to $50 million in assets and $100 million to $500 million in liabilities. Dean Vomero, chief restructuring officer, signed the petitions. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Foley Hoag, LLP as general bankruptcy counsel; Gibbons P.C. as Delaware counsel; and SSG Capital Advisors, L.P. as investment banker. BURGESS BIOPOWER: Seeks to Extend Plan Exclusivity to September 8 ----------------------------------------------------------------- Burgess BioPower, LLC and Berlin Station, LLC asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to September 8 and November 5, 2024, respectively. The Debtors filed the Joint Chapter 11 Plan which constitutes a "toggle" plan pursuant to which the Debtors are simultaneously pursuing both a sale process and a plan that includes a debt-for equity swap by the Debtors' DIP Lenders and Senior Lenders. The Debtors submit that each of the factors have been met and, therefore, cause exists to extend the Exclusive Periods given the discretion afforded to the Court in determining "cause" and the Debtors' substantial progress in these Chapter 11 Cases, including the solicitation of the Plan and pursuit of a value maximizing sale of the Debtors' assets: * First, this case is of a meaningful size and complexity. The Debtors have over $100 million in pre-petition secured debt, and needed to negotiate and obtain DIP financing at the beginning of the case. At the same time, the Debtors negotiated, drafted, and filed a proposed plan, which plan featured a "toggle" between a sale and a restructuring. The Debtors' business and capital structure are sufficiently complex that these discussions have taken some time. * Second, the Debtors and their professionals have made significant progress in moving the Chapter 11 Cases towards a successful completion. Despite the progress that the Debtors have made, the Debtors, to preserve their exclusive rights under section 1121 of the Bankruptcy Code, request an extension of the Exclusive Periods as a precautionary measure. Allowing the expiration of the Exclusive Periods at this stage could interfere with the substantial progress that the Debtors have made in the months following the Petition Date. * Third, creditors will not be harmed by the extension of the Exclusive, and this is the Debtors' first motion to extend the Exclusive Periods. The Debtors are not seeking an extension of the Exclusive Periods to delay administration of the Chapter 11 Cases, but rather to allow the Debtors to continue to maximize the value of their estates and proceed through the sale and/or confirmation process. Co-Counsel for the Debtors: Chantelle D. McClamb, Esq. GIBBONS P.C. 300 Delaware Ave., Suite 1015 Wilmington, DE 19801 Tel: (302) 518-6300 Email: cmcclamb@gibbonslaw.com - AND - Robert K. Malone, Esq. (pro hac vice pending) Kyle P. McEvilly, Esq. (pro hac vice pending) GIBBONS P.C. One Gateway Center Newark, New Jersey 07102 Tel: (973) 596-4500 E-mail: rmalone@gibbonslaw.com kmcevilly@gibbsonlaw.com Co-Counsel for the Debtors: Alison D. Bauer, Esq. William F. Gray, Jr., Esq. Jiun-Wen Bob Teoh, Esq. FOLEY HOAG LLP 1301 Avenue of the Americas, 25th Floor New York, New York 10019 Tel: (212) 812-0400 Email: abauer@foleyhoag.com wgray@foleyhoag.com jteoh@foleyhoag.com - AND - Kenneth S. Leonetti, Esq. Christian Garcia, Esq. FOLEY HOAG LLP 155 Seaport Boulevard Boston, Massachusetts 02210 Tel: (617) 832-1000 Email: ksl@foleyhoag.com cgarcia@foleyhoag.com About Burgess BioPower Burgess BioPower, LLC and its affiliates are renewable energy power companies that own and operate a 75-megawatt biomass-fueled power plant located on an approximately 62-acre site in Berlin, New Hampshire. Berlin Station owns the facility and the facility site, and Burgess BioPower leases the facility pursuant to a long term lease. Burgess BioPower also holds the necessary regulatory licenses for the operation of the facility. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10235) on February 9, 2024, with $10 million to $50 million in assets and $100 million to $500 million in liabilities. Dean Vomero, chief restructuring officer, signed the petitions. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Foley Hoag, LLP as general bankruptcy counsel; Gibbons P.C. as Delaware counsel; and SSG Capital Advisors, L.P. as investment banker. BURGESS BUNGALOW: Trustee Taps McAfee & Taft as Legal Counsel ------------------------------------------------------------- Jim L. Parrack, Chapter 11 Trustee of Burgess Bungalow, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ McAfee & Taft A Professional Corporation as his counsel. The firm's services include: a. advising the Trustee with respect to his rights and obligations pursuant to Chapter 11; b. consulting with the Trustee concerning the administration of the case; c. investigating the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business and any other matter relevant to the case; d. participating in the sale of the property owned by the Debtor; e. attending meetings and negotiating with representatives of secured creditors and other parties-in-interest; f. preparing and filing on behalf of the Trustee all motions, applications, answers, orders, reports and papers necessary for the administration of the case; g. advising the Trustee with respect to certain corporate, financing, tax and employee benefit matters; h. appearing before the Court, and any appellate courts, and protecting the interests of the unsecured creditors before such courts; and i. performing all other legal services in connection with these Chapter 11 Cases as requested by the Trustee and without duplication of other professionals' services. Ross A. Plourde, a shareholder of McAfee & Taft, will charge $450 per hour for his services. Mr. Plourde assured the court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ross A. Plourde, Esq. MCAFEE & TAFT A PROFESSIONAL CORPORATION 8th Floor, Two Leadership Square 211 N. Robinson Oklahoma City, OK 73102-7103 Phone: (405) 552-2277 Email: ross.plourde@mcafeetaft.com About Burgess Bungalow Burgess Bungalow, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10840) on Apr. 1, 2024. In the petition signed by Calvin Burgess, managing member, the Debtor disclosed up to $50,000 in estimated assets and up to $10 million in estimated liabilities. Judge Sarah A. Hall oversees the case. Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, PC serves as the Debtor's counsel. CARTER ST LLC: Glen Watson Named Subchapter V Trustee ----------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Glen Watson, Esq., at Watson Law Group, PLLC as Subchapter V trustee for Carter St, LLC. Mr. Watson will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Watson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Glen Watson, Esq., Watson Law Group, PLLC 1114 17th Av. S., Suite 201 P.O. Box 121950 Nashville, TN 37212 Telephone: (615) 823-4680 Email: glen@watsonpllc.com About Carter St LLC Carter St LLC is the owner of a home and lot located at 417 Forrest St., Franklin, Tenn., valued at $1.76 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-02178) on June 13, 2024, with $1,755,005 in assets and $1,105,605 in liabilities. Bruce Little, member, signed the petition. Keith D. Slocum, Esq., at Slocum Law represents the Debtor as bankruptcy counsel. CAYMAN INVESTMENT: Chapter 15 Case Summary ------------------------------------------ Two affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Cayman Investment Funds Master SPC (Lead Case) 24-16273 c/o Kroll (Cayman) Limited 90 North Church Street, 3rd Floor George Town Grand Cayman, Cayman Islands Cayman Investment Funds SPC 24-16277 Business Description: Cayman Investment is an exempted segregated portfolio company with limited liability, incorporated in the Cayman Islands on April 27, 2018. Chapter 15 Petition Date: June 24, 2024 Court: United States Bankruptcy Court Southern District of Florida Foreign Representatives: Samuel Cole and Mitchell Mansfield of Kroll (Cayman) Limited c/o Kroll (Cayman) Limited 90 North Church Street, 3rd Floor George Town Grand Cayman, Cayman Islands Foreign Proceeding: Grand Court of the Cayman Islands FSD Cause No. 340 of 2023 Foreign Representatives' Counsel: Rachel Nanes, Esq. DLA PIPER LLP (US) 200 South Biscayne Boulevard, Suite 2500 Miami FL 33131 Tel: (305) 423-8500 Email: rachel.nanes@us.dlapiper.com Estimated Assets: Unknown Estimated Liabilities: Unknown A full-text copy of the Lead Debtor's Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/U6GS42I/Cayman_Investment_Funds_Master__flsbke-24-16273__0001.0.pdf?mcid=tGE4TAMA CENTRAL SQUARE: Seeks to Hire Peter M. Daigle as Attorney --------------------------------------------------------- Central Square Terrace, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire The Law Office of Peter M. Daigle as attorneys. The firm will render these services: (a) assist and advise the Debtor relative to the administration of this proceeding; (b) represent the Debtor before the Bankruptcy Court and advise on all pending litigations, hearings, motions, and of the decisions of the Bankruptcy Court; (c) review and analyze all applications, orders, and motions filed with the Bankruptcy Court by third parties in this proceeding and advise the Debtor thereon; (d) attend all meetings conducted pursuant to section 341(a) of the Bankruptcy Code and represent the Debtor at all examinations; (e) communicate with creditors and all other parties in interest; (f) assist the Debtor in preparing all necessary applications, motions, orders, supporting positions taken by the Debtor, and prepare witnesses and review documents in this regard; (g) confer with all other professionals; (h) assist the Debtor in its negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; (i) prepare, draft, and prosecute the plan of reorganization and disclosure statement; and (j) assist the Debtor in performing such other services as may be in the interest of the Debtor and the estate and perform all other required legal services. The hourly rates of the firm's counsel and staff are as follows: Senior Attorneys $450 Associate Attorneys $325 . Peter Daigle, Esq., disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter M. Daigle, Esq. The Law Office of Peter M. Daigle 1550 Falmouth Road, Suite 10 Centerville, MA 02632 Telephone: (508) 771-7444 About Central Square Terrace, LLC Central Square Terrace, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-10952) on May 16, 2024, listing $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Laura J. Barry as authorized representative. Judge Janet E Bostwick presides over the case. Peter M. Daigle, Esq. at DAIGLE LAW OFFICE represents the Debtor as counsel. CKM SHINING: Seeks to Hire Zuetel Law Group as Special Counsel -------------------------------------------------------------- CKM Shining Stars, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Bryan Zuetel, Esq. of Zuetel Law Group as special counsel. Mr. Zuetel will represent the Debtor with respect to its claims against Robert and Terri Coffey, PLM Loan Management, Simon Charles Mundy, and Wisdom Financial Services and the Debtor's claims against Carl's Jr. Restaurants LLC, James Sullivan, Wiles Restaurant Inc. and Bret Wiles. Mr. Zuetel has received a post-petition retainer in the amount of $20,000. As disclosed in the court filings, Bryan Zuetel, Esq. is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14), and does not have an interest adverse to Debtor or the Estate . The firm can be reached through: Bryan Zuetel, Esq. Zuetel Law Group 18650 MacArthur Blvd., Suite 300 Irvine, CA 92612 Tel: (949) 522-5346 About CKM Shining Stars, LLC CKM Shining Stars is engaged in activities related to real estate. CKM Shining Stars, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. C.D. Cal. Case No. 24-11238) on May 15, 2024, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Margaret Levecke as manager. Judge Scott C. Clarkson presides over the case. Robert P. Goe, Esq. at GOE FORSYTHE & HODGES LLP represents the Debtor as counsel. CLICKED AI: Seeks to Hire Clark Stith as Bankruptcy Counsel ----------------------------------------------------------- Clicked AI seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to hire Clark Stith, an attorney practicing in Wyoming, as bankruptcy counsel. The firm will render these services: a. prepare pleadings and applications; b. provide advice regarding its rights, duties and obligations as a Debtor in possession; c. perform legal services incidental to operation of the Debtor's business; d. negotiate, prepare and confirm a plan of reorganization; and e. take other necessary and proper action in the preservation and administration of the bankruptcy estate. Stith's hourly rate is $300 per hour. Clark Stith does not represent any interest adverse to the Debtor or its estate. The counsel can be reached at: Clark Stith, Esq. 505 Broadway Rock Springs, WY 82901 Tel: (307) 382-5565 Fax: (307) 382-5552 Email: clarkstith@wyolawyers.com About Clicked AI Clicked AI filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20226) on June 13, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Clark D. Stith, Esq. represents the Debtor as counsel. COMTECH TELECOMMUNICATIONS: Magnetar, 3 Others Hold 39.19% Stake ---------------------------------------------------------------- Magnetar Financial LLC disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of June 17, 2024, the firm and its affiliated entities -- Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman, Manager of Supernova Management, the General Partner of Magnetar Capital Partners -- beneficially owned 18,359,496.30 shares of Comtech Telecommunications Corp.'s common stock issuable upon conversion of 141,515.73 shares of Series B-1 Convertible Preferred Stock, at an initial conversion price of $7.99 per share, without giving effect to the Ownership Cap, representing 39.19% of the 28,493,147 shares outstanding as of March 13, 2024. Purpose of Transaction On June 17, 2024, the Company entered into a Subscription and Exchange Agreement with the Funds and White Hat Capital Partners LP, pursuant to which the Investors (i) exchanged, in a transaction exempt from registration under the Securities Act of 1933, as amended, all of the outstanding 161,121.22 shares of the Company's Series B Convertible Preferred Stock, par value $0.10 per share, for 161,121.22 shares of the Company's newly issued Series B-1 Convertible Preferred Stock, par value $0.10 per share, with an initial liquidation preference of $1,036.58 per share, and (ii) received 5,705.83 additional shares of Series B-1 Convertible Preferred Stock with an initial liquidation preference of $1,036.58 per share. The Company will not receive any cash proceeds from the exchange and issuance of Series B-1 Convertible Preferred Stock. In connection with the closing of the Issuance and Exchange, the Company entered into Voting Agreements, substantially consistent with existing agreements, with each of the Investors, pursuant to which the Investors agreed, among other things, subject to the qualifications and exceptions set forth in the Voting Agreements, to vote their shares of Series B-1 Convertible Preferred Stock or shares issued upon conversion of the Series B-1 Convertible Preferred Stock that exceed, in the case of Magnetar, 16.50% of the Company's outstanding voting power and, in the case of White Hat, 3.4999% of the Company's outstanding voting power as of January 22, 2024, in the same proportion as the vote of all holders (excluding the Investors) of the Series B-1 Convertible Preferred Stock or the Company's common stock, par value $0.10 per share, as applicable. In connection with the Issuance and Exchange, the existing voting agreements, each dated as of January 22, 2024, by and between the Company and the Investors party thereto, were terminated. In connection with the closing of the Issuance and Exchange, the Company also entered into a Registration Rights Agreement, substantially consistent with existing agreements, with the Investors, pursuant to which the Company granted the Investors certain customary registration rights with respect to shares of Series B-1 Convertible Preferred Stock and Common Stock issued and issuable upon conversion of Series B-1 Convertible Preferred Stock and upon exercise of Warrants issued in substitution for the Series B-1 Convertible Preferred Stock in certain circumstances. In connection with the Issuance and Exchange, the Company issued an aggregate of 171,827.05 shares of Series B-1 Convertible Preferred Stock to the Investors pursuant to the Certificate of Designations of the Series B-1 Convertible Preferred Stock filed with the Secretary of State of Delaware on June 17, 2024 in accordance with the General Corporation Law of the State of Delaware. The changes to the Certificate of Designation altered the Investors' existing consent rights and altered the Investors' existing put rights alongside payments upon a change of control following specified asset sales, in each case consistent with the Credit Agreement. A full-text copy of Magnetar's SEC Report is available at: https://www.sec.gov/Archives/edgar/data/23197/000110465924073161/tm2417576d1_sc13da.htm About Comtech Telecommunications Headquartered in Huntington, New York, Comtech Telecommunications Corp. designs, develops, and manufactures technology electronic products and systems. In its Form 10-Q report for the quarterly period ended October 31, 2023, the Company said its current cash and liquidity projections raise substantial doubt about its ability to continue as a going concern. The Company has evaluated whether there are any conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next 12 months. Based on its current business plans, including projected capital expenditures, the Company does not believe its current level of cash and cash equivalents or liquidity expected to be generated from future cash flows will be sufficient to fund its operations over the next 12 months and repay current obligations under the Credit Facility. Although the Company is actively pursuing strategies to mitigate these conditions and events and alleviate such substantial doubt about its ability to continue as a going concern, there can be no assurance that the Company's plans will be successful. CONTROL MICRO: Hires Shuker & Dorris P.A. as Counsel ---------------------------------------------------- Control Micro Systems, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Shuker & Dorris, P.A. as counsel. The firm's services include: a. advising as to the Debtor's rights and duties in this case; b. preparing pleadings related to this case, including a disclosure statement and a plan of reorganization; and c. taking any and all other necessary action incident to the proper preservation and administration of this estate; The firm will be paid at these rates: Partners $550 to $700 per hour Associates $475 per hour Paraprofessionals $125 to 225 per hour RS Shuker $700 per hour ML Dorris $550 per hour LL Stricker $475 per hour MA Franklin $225 per hour AR Tillman $125 per hour The firm received a retainer in the amount of $38,858 from the Debtor, and $33,858 from a subsidiary, Tykma, Inc. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Scott Shuker, Esq., a partner at Shuker & Dorris, P.A. , disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: R. Scott Shuker, Esq. Shuker & Dorris, P.A. 121 S. Orange Avenue, Suite 1120 Orlando, FL 32801 Telephone: (407) 337-2060 Facsimile: (407) 337-2050 About Control Micro Systems, Inc. The Debtor is a manufacturer of navigational, measuring, medical and control instruments. Control Micro Systems, Inc. in Winter Park, FL, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 24-02727) on May 30, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Paul Dupee as chairman, signed the petition. Judge Tiffany P Geyer oversees the case. SHUKER & DORRIS, P.A. serve as the Debtor's legal counsel. CORRELATE ENERGY: Inks Material Definitive Agreements ----------------------------------------------------- Correlate Energy Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that between June 7 and 14, 2024, the Company entered into debt conversion agreements with noteholders for the conversion of an aggregate of $7,335,605 of outstanding notes payable (including principal and interest) and with other entities and persons owed money by the Company in the aggregate amount of $605,495 consisting of outstanding accounts payable. In connection with the Debt Conversion, the Company will issue an aggregate of 7,941.10014 shares of its Series A Preferred Stock and 17,646,888 shares of Common Stock to the former debtholders. Additionally, the Company agreed to extend the term of outstanding warrants held by the noteholders that converted their debt for a period of three years from their current expiration dates. In connection with the issuance of the Series A Preferred Stock and the Common Stock, each holder entered into a Lockup/Leakout Agreement with the Company, pursuant to which none of the shares of Common Stock issuable upon conversion of the Preferred Stock may be sold for a period of six months from the date of issuance and 70% of the shares of Common Stock issued in connection with the debt conversion may be sold 1/7th per month during each 30 day period commencing 30 days after the date of the Lockup/Leakout Agreement. On June 11, 2024, the Company's board of directors authorized the Company to enter into a Bridge Loan and Security Agreement with Clearview Funding Group LLC. Pursuant to the terms of the Agreement, the Company will borrow an aggregate of $600,000 from the Lender and is required to repay to Lender a total of $870,000. On June 14, 2024, the Lender advanced $200,000 of the loan to the Company pursuant to the Agreement. The Repayment Amount will be paid to Lender over a period of 28 weeks on a weekly basis. In connection with the Agreement, the Company granted a security interest to Lender in certain of the Company's assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company repays the Repayment Amount within sixty days from the date of the Agreement the Lender has agreed to provide the Company an early prepayment discount. In connection with the Agreement, the Company agreed to issue 200,000 shares of its common stock to the Lender as a commitment fee. In connection with the Debt Conversion, the Company will issue an aggregate of 7,941.10014 shares of Series A Preferred Stock and 17,646,888 shares of Common Stock, as described in Item 1.01 above. The shares of Series A Preferred Stock and shares of Common Stock issued in connection with the Debt Conversion will be issued pursuant to Section 4(2) of the Securities Act. The shares of common stock issued to the Lender will be issued pursuant to Section 4(2) of the Securities Act. Subsequently, on June 11, 2024, the Company's board of directors designated 12,000 shares of the Company's preferred stock as 12% Series A Convertible Preferred Stock. The rights and preferences of the Series A Preferred Stock are included in the certificate of designations of rights, powers, preferences, privileges and restrictions of Series A Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on June 13, 2024. The Series A Preferred Stock has a stated value of $1,000 per share and shall accrue dividends on a quarterly basis at a rate of 12% per annum which shall be paid in kind. The Series A Preferred Stock is convertible, at any time after issuance, into shares of the Company's common stock at $850 per share of Series A Preferred Stock, proportionately adjusted in the event of a stock split, stock combination or similar event. Thereafter, the conversion price shall be equal to the product of the: (i) VWAP on the conversion date and (ii) 0.75. In no event shall the conversion price ever be less than $100 per share, proportionately adjusted in the event of a stock split, stock combination or similar event up to a maximum adjustment of $500 per share. The "Beneficial Ownership Limitation" under the Series A Preferred Stock shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Series A Preferred Stock held by the holder of Series A Preferred Stock. This limitation may be increased to 9.99% upon the holder's notice to the Company not less than 61 days prior to such increased Beneficial Ownership Limitation being effective. The Company may redeem all, or a portion, of the Series A Preferred Stock outstanding at any time, in cash at a price equal to the stated value plus accrued dividends. The Series A Preferred Stock will rank, with respect to rights to the distribution of assets in the event of any liquidation, dissolution or winding up of the Company: (i) senior to the Company's Common Stock, par value $0.0001 per share; (ii) on parity with all Preferred Stock of the Company with terms specifically providing that such Preferred Stock rank on parity with the Series A Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company; (iii) senior to all Preferred Stock of the Company with terms specifically providing that such Preferred Stock rank junior to the Series A Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company, and (iv) junior to all Preferred Stock of the Company with terms specifically providing that such Preferred Stock rank senior to the Series A Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company. About Correlate Energy Correlate Energy Corp. (OTCQB: CIPI), formerly Correlate Infrastructure Partners Inc., through its main operating subsidiary, Correlate Inc., offers a complete suite of proprietary clean energy assessment and fulfilment solutions for the commercial real estate industry. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. The Company believes that it is at the forefront in creating an industry-leading energy solution and financing platform for the commercial and industrial sector. The Company sees tremendous market opportunity in reducing site-specific energy consumption and deploying clean energy generation and energy efficiency solutions at scale. Dallas, Texas-based Turner, Stone & Company LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. COUSIN ENTERPRISES: Seeks to Hire W. Thomas Bible as Legal Counsel ------------------------------------------------------------------ Cousin Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire the Law Office of W. Thomas Bible, Jr. d/b/a Tom Bible Law as its bankruptcy counsel. The firm will render these services: a. advise the applicants as to their rights, duties, and powers as debtors-in-possession; b. investigate and if necessary, institute legal action on behalf of the Debtor to collect and recover assets of the estate of the Debtor; c. prepare and file the statements, schedules, plans, and other documents and pleadings necessary to be filed by the applicants in this case; d. assist and counsel the Debtor in the preparation, presentation and confirmation of their disclosure statement and plan of reorganization; e. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and f. perform such other legal services as may be necessary in connection with this case. The firm received a retainer in the amount of $7,500. W. Thomas Bible, Jr, Esq., an attorney at Law Office of W. Thomas Bible, Jr., disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: W. Thomas Bible, Jr., Esq. Law Office of W. Thomas Bible, Jr. 6918 Shallowford Road, Suite 100 Chattanooga, TN 37421 Telephone: (423) 424-3116 Facsimile: (423) 553-0639 Email: tom@tombiblelaw.com About Cousin Enterprises, LLC Cousin Enterprises, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 4:24-bk-11426-NWW) on June 12, 2024. In the petition signed by Randall Scott Cousin, member, the Debtor disclosed up to $1 million in assets and up to $500,000 in liabilities. W. Thomas Bible, Jr., Esq., at Tom Bible Law, represents the Debtor as legal counsel. CPI CARD: S&P Rates New $285MM Senior Secured Notes 'B+' -------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to the proposed $285 million senior secured notes issued by CPI Card Group Inc.'s subsidiary CPI CG Inc. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery of principal in the event of a payment default. The company intends to use the proceeds from this issuance to refinance its existing debt. The stable outlook reflects S&P's expectation that CPI will maintain S&P Global Ratings-adjusted leverage of 3.0x-3.5x and free operating cash flow to debt in the high-single-digit percent area. The outlook also incorporates S&P's expectation that the company will increase its revenue as the demand for debit and credit cards improves in the second half of 2024 amid improving supply chain conditions. CPV SHORE: Moody's Cuts Rating on $456MM Senior Secured Debt to B2 ------------------------------------------------------------------ Moody's Ratings downgraded CPV Shore Holdings, LLC ("CPV Shore" or the "Project") senior secured bank credit facilities to B2 from B1, affecting approximately $361 million of outstanding senior secured term loan and a $95 million revolving credit facility. The rating outlook is revised to stable from negative. RATINGS RATIONALE The rating action reflects the Project's continued weak financial performance and credit metrics realized during fiscal year 2023, and Moody's expectation that the merchant power market conditions in New Jersey are likely to continue to adversely pressure the cash flows in 2024 and 2025 as well, though Moody's expect the Project's cash flows and credit metrics to stabilize and improve slightly from levels achieved in 2023. CPV Shore's financial performance during 2023 was adversely impacted by costs associated with its scheduled periodic major maintenance outage taken during the Spring of 2023, weaker than expected energy spark spreads experienced during much of 2023, along with low capacity revenues as the full impact of lower PJM EMAAC Base Residual Auction (BRA) capacity prices for the 2023/2024 auction period were realized during the year. Additionally, the Project's net energy margins were impacted in 2023 by increasing emission related costs owing to continually higher trending emissions allowance prices within the Northeast Regional Greenhouse Gas Initiative (RGGI) cap and trade program. The rating downgrade further reflects Moody's expectation that the Project's cash flows will continue to be pressured for the rest of 2024 and some of 2025 owing to continued low capacity prices at least through the current June 2024 to May 2025 delivery year along with further RGGI price increases seen in the first half of 2024. That said, CPV Shore's should benefit from a degree of downside cash flow protection during 2024 and 2025 due to spark spread hedges entered into by CPV Shore for a portion of the Project's output particularly during the summer and winter months of 2024/2025. The rating action further recognizes the lower than expected level of debt repayment for the Project's term loan owing to the cumulative impact of weaker than expected excess cash flow generation over the past few years, exposing the Project to a greater degree of refinancing risk. The Project's term debt balance stood at approximately $361 million at the end of FY 2023, which was paid down by approximately $7 million during the 4th quarter of 2023 through the excess cash flow sweep mechanism. The Project's term loan balance is currently at approximately 85% of the initially issued face amount, exposing the Project to a higher than expected refinancing risk as the Term Loan B approaches its December 2025 maturity date. These collective weaknesses are offset by the Project's competitive operating profile with a heat rate demonstrating levels consistently at or below 6,900 Btu/kWh and as reflected in plant availability and dispatch levels, with average annual availability exceeding 90% and achieving an average annual capacity factor of approximately 65% to 70%. The Project has highly efficient combined-cycle generating technology and its location in the capacity constrained EMAAC region of PJM positions it to benefit from tightening capacity resources within the region over the long run. While capacity prices in EMAAC zone have historically cleared at a premium relative to the PJM RTO clearing prices during the past several auctions, Moody's expect this divergence to broaden given the significant barriers to entry for new thermal units in New Jersey. The rating action also recognizes the importance of CPV's active hedging strategy for the Project with spark spread hedges which provide a good degree of downside protection for its net energy margins during the upcoming peak summer and winter months in 2024 and going into 2025. The rating action further recognizes the proactive liquidity management measures taken by CPV Shore, including measures to prefund certain major maintenance related cost outlays as the Spring 2023 major maintenance outage approached, as well as measures to purchase RGGI allowances leading up to the 2023 settlement of the emissions control period. These measures provided a liquidity buffer from a cash flow perspective to withstand the impact of the planned maintenance outage and weaker realized spark spreads during 2023. Moody's further acknowledge the successful extension of the Project's revolving credit facility in December 2023 which extended the facility at $95 million through March of 2025 as a credit positive consideration. The revolving credit facility has a $15 million sublimit fully available for working capital purposes, and the full $95 million is available for posting letters of credit in support of the Project's collateral posting requirements. The Project also has a six month debt service reserve (DSR), which is fulfilled through a letter of credit. RATING OUTLOOK CPV Shore's stable outlook reflects Moody's expectation that the Project's cash flows and credit metrics in FY 2024 and 2025 will stabilize and slightly improve given spark spread hedges in place during the remainder of 2024 and 2025 for a portion of the Project's energy output which provides a degree of downside protection for its cash flows and which helps to address increasing emissions related O&M costs stemming from higher RGGI prices. The stable outlook further anticipates Moody's expectation that the PJM BRA capacity prices will improve substantially from current levels in the upcoming 2025/2026 and subsequent auctions which should benefit the project economics ahead of the anticipated refinancing of the Project's term loan and revolving credit facility which mature in 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade In light of rating action and the fact that 2024 financials will be impacted by weak capacity prices and energy margins, the rating currently has limited prospects for a near term upgrade. However, the rating could be upgraded if the Project can experience margin expansion from the receipt of capacity revenues or forward hedging which helps to reduce its term loan balance through excess cash flows leading to realized financial metrics in line with the high B rating category including the Project achieving a DSCR between 1.5x to 2.0x, the CFO to Debt ratio exceeding 7% and the debt-to-EBITDA ratio at around 7.0x or less on a sustained basis. Factors that could lead to a downgrade -- The rating could be pressured downward if CPV Shore faces further deteriorating market spark spreads in combination with continued higher RGGI costs, and if capacity prices in the upcoming PJM BRA are much lower than expected resulting in a further deterioration of its credit metrics, such that the Project's DSCR remains below 1.2x and/or the debt-to-EBITDA ratio exceeds 9.0x on a sustained basis. -- Any signs of non-compliance with the financial covenants under the Project's credit agreement. PROFILE CPV Shore owns Woodbridge Energy Center, a 725 MW combined cycle electricity generating facility located in Woodbridge Township in Middlesex County, New Jersey. CPV Shore is owned by affiliates of CPV Power Holdings, LP, Toyota Tsusho Corporation, Osaka Gas Co. Ltd and John Hancock Life Insurance Company. LIST OF AFFECTED RATINGS Issuer: CPV Shore Holdings, LLC Downgrades: Senior Secured Bank Credit Facility, Downgraded to B2 from B1 Outlook Actions: Outlook, Changed To Stable From Negative The principal methodology used in these ratings was Power Generation Projects published in June 2023. CYZ PPE: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: CYZ PPE LLC 722 Hillside Ave. Glen Ellyn, IL 60137 Business Description: The Debtor is engaged in providing advice and assistance to businesses and other organizations. Chapter 11 Petition Date: June 24, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-09243 Debtor's Counsel: Gregory Jordan, Esq. GREGORY JORDAN 350 N. LaSalle Drive, Suite 1100 Suite 3600 Chicago, IL 60654 Tel: (312) 854-7181 Email: gjordan@jz-llc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Keith Cyzen, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Z4ORAFI/CYZ_PPE_LLC__ilnbke-24-09243__0001.0.pdf?mcid=tGE4TAMA DBL LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: DBL, LLC 832 W. 22nd Street Tempe, AZ 85282 Case No.: 24-04961 Business Description: DBL provides commercial landscaping services for professionally-managed offices, industrial, medical, retail and HOA properties. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court District of Arizona Judge: Hon. Eddward P Ballinger Jr. Debtor's Counsel: Randy Nussbaum, Esq. SACKS TIERNEY P.A. 4250 N Drinkwater Blvd. 4th Floor Scottsdale, AZ 85251-3693 Tel: 480-425-2600 Email: Randy.Nussbaum@SacksTierney.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Aric Budden as member and 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/XHOYWOA/DBL_LLC__azbke-24-04961__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IQBDKTQ/DBL_LLC__azbke-24-04961__0001.0.pdf?mcid=tGE4TAMA DERMTECH INC: Faces Nasdaq Delisting After Chapter 11 Filing ------------------------------------------------------------ DermTech, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received written notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company that, as a result of the Chapter 11 case and in accordance with Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1, the Nasdaq staff determined that the Company's common stock will be delisted from Nasdaq, and Nasdaq will file a Form 25-NSE with the U.S. Securities and Exchange Commission. The Company does not intend to appeal this determination. As previously disclosed on June 18, 2024, DermTech, Inc. and its subsidiary, DermTech Operations, Inc. filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, thereby commencing a Chapter 11 case for the Company - In re DermTech, Inc., et. al. (Bankr. D. Del.). Trading of the Company's common stock on the Nasdaq Capital Market will be suspended at the opening of business on June 27, 2024. About DermTech, Inc. San Diego, Calif.-based DermTech, Inc. is a molecular diagnostic company developing and marketing novel non-invasive genomics tests to aid in the diagnosis and management of melanoma. As of March 31, 2024, the Company has $103 million in total assets, $63 million in total liabilities, and total stockholders' equity of $40 million. As of December 31, 2023, the Company had $121.93 million in total assets, $64.76 million, and $57.18 million in total stockholders' equity. San Diego, Calif.-based KPMG LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated February 29, 2024, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. DIAMONDHEAD CASINO: Retains Colliers to Market Diamondhead Property ------------------------------------------------------------------- Diamondhead Casino Corporation has retained Colliers to assist the Company in marketing and financing the development of its Diamondhead, Mississippi Property and/or to sell all or part of the Diamondhead Property. Colliers has prepared marketing materials to market and promote the Property and is now in the process of soliciting interested parties. The Company owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 400-acre tract of land on Interstate 10 in Diamondhead, Mississippi. The property fronts Interstate 10 for approximately two miles and fronts the Bay of St. Louis for approximately two miles. Over eighteen million vehicles pass the site yearly. The property is already zoned as a Special Use District-Waterfront Gaming District, which permits the development of a casino resort. In addition, the Mississippi Gaming Commission has granted Mississippi Gaming Corporation Gaming Site Approval on a fifty-acre site located on the east side of the property. In commenting on the opportunity, Patrick Slagle, Vice President of Colliers in Washington, D.C. stated: "We believe the Diamondhead site is one of the best remaining gaming sites in the entire country. Its location on Interstate 10, between Biloxi and New Orleans, coupled with the accessibility to the site provided by nearby airports makes it one of the most easily accessible gaming sites in the country. It is a 400-acre blank slate with over two miles of waterfront and ready to be developed as a mixed-use resort with a casino as an anchor and a two mile boardwalk. We know of nothing comparable and no other opportunity of this nature in the industry. With over eighteen million vehicles passing the site annually on Interstate 10, it is an ideal gaming location. The Gulf Coast region of the United States where this casino would be located, is one of the fastest growing gambling markets in the United States. We look forward to finding the perfect match for this outstanding location." Under its agreement with Colliers, the Company is free to continue discussions with other interested parties. Unless extended by the parties, the Agreement will terminate at the end of this year. The Company also announced that its subsidiary, Mississippi Gaming Corporation, had entered into a Settlement Agreement with Cooperative Energy, a Mississippi Electric Cooperative, which had filed an eminent domain action against MGC, for $1,000,000 million in return for easements along the northern portion of the property. In October of 2023, Mississippi Gaming Corporation received $845,378 as part of the settlement amount. The parties are working on the wording of the easements. Once the easements are finalized and signed, Cooperative Energy will pay MGC the remaining amount due of $154,622. The Company's Officers and Directors may purchase the Company's stock in the open market from time to time at prevailing prices. About Colliers Colliers (NASDAQ, TSX: CIGI) is a leading diversified professional services and investment management company. With operations in 68 countries, its 19,000 enterprising professionals work collaboratively to provide expert real estate and investment advice to clients. About DiamondHead Headquartered in Alexandria, Va., Diamondhead Casino Corporation owns, operates, and manages a casino resort. The Company constructs a casino resort and hotel and associated amenities. Diamondhead Casino serves customers in the United States. As of December 31, 2023, the Company has $5.81 million in total assets, $18.7 million in total liabilities, and $12.9 million in total stockholders' deficit. Marlton, N.J.-based Marcum LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 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. DLD3 CARTS: Case Summary & 18 Unsecured Creditors ------------------------------------------------- Debtor: DLD3 Carts LLC d/b/a San Tan Golf Carts 2378 W Apache Trail Apache Junction, AZ 85120 Business Description: The Debtor is in the business of new and pre-owned golf carts sales and service. Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court District of Arizona Case No.: 24-04998 Judge: Hon. Paul Sala Debtor's Counsel: Warren J. Stapleton, Esq. OSBORN MALEDON, P.A. 2929 N. Central Avenue Suite 2100 Phoenix, AZ 85012 Tel: 602-640-9354 Fax: 602-640-9050 Email: wstapleton@omlaw.com Total Assets as of June 19, 2024: $1,534,708 Total Liabilities as of June 19, 2024: $818,246 The petition was signed by Donald R. Cooley, III as manager-member. 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/LX7OXUY/DLD3_Carts_LLC__azbke-24-04998__0001.0.pdf?mcid=tGE4TAMA DP AUTO SALES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: DP Auto Sales, Ltd 511 W French Pl San Antonio, TX 78212 Case No.: 24-51135 Business Description: The Debtor is an automobile dealer in San Antonio, Texas. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Western District of Texas Judge: Hon. Craig A Gargotta Debtor's Counsel: Ronald Smeberg, Esq. THE SMEBERG LAW FIRM 4 Imperial Oaks San Antonio TX 78248-1609 Tel: (210) 695-6684 Email: ron@smenberg.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jody Anderson as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IQROE4I/DP_Auto_Sales_Ltd__txwbke-24-51135__0001.0.pdf?mcid=tGE4TAMA ECI PHARMACEUTICALS: Hires Yates and Company Realty as Broker ------------------------------------------------------------- ECI Pharmaceuticals LLC and its affiliate seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Company Realty, LLC as listing agent and broker. The firm will assist in the sale of substantially all of the Debtors' assets together with the real property at which they operate located at 5311-5319 NW 35 th Terrace, Fort Lauderdale, FL 33309. The firm will be paid a commission of two percent of the sales price. Brenda J. Yates, a licensed real estate broker at Company Realty, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brenda J. Yates Yates and Company Realty, LLC 5975 Sunset Drive, Suite 604, South Miami, FL 33143, Tel: (786) 258-6500 Email: brenda@yatesandcompany.net About ECI Pharmaceuticals LLC ECI Pharmaceuticals LLC is a specialty generic and branded pharmaceutical manufacturing and marketing company specializing in the manufacturing of non-sterile, solid oral dose products. Debtor's business premises are located at 5311 NW 35th Terrace, Fort Lauderdale, Florida 33309. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-14430-SMG) on May 3, 2024. In the petition signed by Fedner Destine, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Scott M. Grossman oversees the case. Aaron A Wernick, Esq., at Wernick Law PLLC, represents the Debtor as legal counsel. EL DORADO GAS: Seeks to Extend Plan Exclusivity to October 19 ------------------------------------------------------------- Bluestone Natural Resources II-South Texas and World Aircraft, Inc., Debtor Affiliates of El Dorado Gas & Oil, Inc., asked the U.S. Bankruptcy Court for the Southern District of Mississippi to extend its exclusivity period to file a chapter 11 plan of reorganization and disclosure statement to October 19, 2024. The Bankruptcy Court directed that the Debtors' cases be jointly administered with El Dorado Gas & Oil, Inc. and Hugoton Operating Company, LLC by Order entered May 22, 2024, under the lead case of El Dorado Gas & Oil, Inc. The Debtors explain that they and counsel have been unable to submit a disclosure statement or propose a Plan in these cases due to the voluminous work required on amending schedules, and in interfacing with the other jointly administrative cases. El Dorado Gas & Oil, Inc., and affiliates are represented by: Patrick A. Sheehan, Esq. Sheehan & Ramsey, PLLC 429 Porter Ave Ocean Springs, MS 39564 Tel: 228-365-5707 Email: pat@sheehanramsey.com About El Dorado Gas & Oil and Hugoton Operating Company Hugoton Operating Company, Inc. filed a voluntary Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51139) on Aug. 14, 2023. El Dorado Gas & Oil, Inc., a company in Gulfport, Miss., filed Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51715) on Dec. 22, 2023, with $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Thomas L. Swarek, president, signed the petition. On Feb. 22, 2024, Bluestone Natural Resources II - South Texas, LLC and World Aircraft, Inc. filed separate Chapter 11 petitions (Bankr. S.D. Miss. Case Nos. 24-50223 and 24-50224). On Jan. 12, 2024, the Court entered an order directing the appointment of a Chapter 11 trustee for Hugoton. On Jan. 22, 2024, the Court approved Dawn Ragan as the Chapter 11 trustee for Hugoton. On Jan. 31, 2024, the Court ordered the appointment of a Chapter 11 trustee for El Dorado. On Feb. 2, 2024, the Court approved Ms. Ragan as Chapter 11 trustee for El Dorado. No official committee of unsecured creditors has been established in any of the Debtor cases. Hugoton and El Dorado are both Arkansas corporations engaged in the exploration, production, and development of crude oil and natural gas properties. El Dorado is a lease holder and operator of oil and gas wells covering about 4,000 net acres in South Texas. El Dorado also owns a substantial amount of oil field equipment and owns real estate in multiple locations and states. Hugoton also owns oil and gas interests and operates wells in South Texas. Hugoton is 100% owned by El Dorado and El Dorado is 100% owned by Thomas Swarek. Bluestone is 100% owned by Hugoton. Bluestone owns oil and gas interests operated by the EDGO Debtors. World Aircraft is 100% owned by EDGO. World Aircraft owns various aircraft and equipment assets. Judge Katharine M Samson oversees the cases. Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC, is Debtors Bluestone Natural Resources II-South Texas, LLC and World Aircraft, Inc. R. Michael Bolen, Esq., at Hood & Bolen, PLLC; and Nancy Ribaudo, Esq., Katherine Hopkins, Esq., and Joseph Austin, Esq., at Kelly Hart & Hallman LLP, serve as counsel to Dawn Ragan, Chapter 11 Trustee for El Dorado Gas & Oil, Inc. and Hugoton Operating Company, Inc. EL DORADO: Taps Smith Production as Ordinary Course of Business --------------------------------------------------------------- Dawn Ragan, the Chapter 11 trustee for El Dorado Gas & Oil, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Smith Production Inc. in the ordinary course of business. Smith will provide operator services related to operation and production of leases and wells. Pursuant to the Agreement, Smith will perform extensive services and charge the estates a monthly flat fee of $100,000 with associated expense reimbursement for reasonable travel costs incurred by Smith personnel in performing services. The firm can be reached at: Smith Production Inc. 8708 Technology Forest Pl #150 Spring, TX 77381 Phone: (281) 296-5600 About El Dorado Gas & Oil and Hugoton Operating Company Hugoton Operating Company, Inc. filed a voluntary Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51139) on Aug. 14, 2023. El Dorado Gas & Oil, Inc., a company in Gulfport, Miss., filed Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51715) on Dec. 22, 2023, with $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Thomas L. Swarek, president, signed the petition. On Feb. 22, 2024, Bluestone Natural Resources II - South Texas, LLC and World Aircraft, Inc. filed separate Chapter 11 petitions (Bankr. S.D. Miss. Case Nos. 24-50223 and 24-50224). On Jan. 12, 2024, the Court entered an order directing the appointment of a Chapter 11 trustee for Hugoton. On Jan. 22, 2024, the Court approved Dawn Ragan as the Chapter 11 trustee for Hugoton. On Jan. 31, 2024, the Court ordered the appointment of a Chapter 11 trustee for El Dorado. On Feb. 2, 2024, the Court approved Ms. Ragan as Chapter 11 trustee for El Dorado. No official committee of unsecured creditors has been established in any of the Debtor cases. Hugoton and El Dorado are both Arkansas corporations engaged in the exploration, production, and development of crude oil and natural gas properties. El Dorado is a lease holder and operator of oil and gas wells covering about 4,000 net acres in South Texas. El Dorado also owns a substantial amount of oil field equipment and owns real estate in multiple locations and states. Hugoton also owns oil and gas interests and operates wells in South Texas. Hugoton is 100% owned by El Dorado and El Dorado is 100% owned by Thomas Swarek. Bluestone is 100% owned by Hugoton. Bluestone owns oil and gas interests operated by the EDGO Debtors. World Aircraft is 100% owned by EDGO. World Aircraft owns various aircraft and equipment assets. Judge Katharine M Samson oversees the cases. Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC, is Debtors Bluestone Natural Resources II-South Texas, LLC and World Aircraft, Inc. R. Michael Bolen, Esq., at Hood & Bolen, PLLC; and Nancy Ribaudo, Esq., Katherine Hopkins, Esq., and Joseph Austin, Esq., at Kelly Hart & Hallman LLP, serve as counsel to Dawn Ragan, Chapter 11 Trustee for El Dorado Gas & Oil, Inc. and Hugoton Operating Company, Inc. ELENAROSE CAPITAL: Seeks to Extend Plan Exclusivity to August 16 ---------------------------------------------------------------- ElenaRose Capital LLC and affiliates asked the U.S. Bankruptcy Court for the Southern District of Indiana to extend their exclusivity period to file a plan of reorganization to August 16, 2024. The Debtors submit that cause exists to extend the exclusivity period in this case based on, among other things, Debtors efforts to retain a Chief Restructuring Officer ("CRO") that will be charged with helping debtor formulate a plan of reorganization. A hearing is set for June 10, 2024 on Debtors' Application to Employ Newpoint Advisors Corporation to Provide a Chief Restructuring officer and to Designate Ken Yager as the Chief Restructuring Officer of the Debtors. The Debtors claim that they will need additional time for the CRO to formulate a plan that can be put before the Court in the event a CRO is appointed. Counsel to the Debtors: Weston E. Overturf, Esq. Anthony T. Carreri, Esq. KROGER GARDIS & REGAS, LLP 111 Monument Cir # 900 Indianapolis, IN 46204 Phone: (317) 777-7439 Email: woverturf@kgrlaw.com About ElenaRose Capital ElenaRose Capital LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665-AKM-11) on Sept. 8, 2023. In the petition signed by Louis Capolino, president/manager, the Debtor disclosed up to $50,000 in assets and up to $10 million. Judge Andrea K. McCord oversees the case. Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, is the Debtor as legal counsel. ELETSON HOLDING: Noteholder Election Claims to Get 1% to 100% ------------------------------------------------------------- Eletson Holdings Inc., et al., submitted a First Amended Disclosure Statement in support of Second Amended Joint Plan of Reorganization dated June 6, 2024. The Petitioning Creditors has requested that the following Statements be included (with which the Debtors disagree): The Petitioning Creditors believe that (1) the Debtors' Plan is not in the best interests of creditors and (2) all holders of Claims entitled to vote on the Debtors' Plan should reject such Plan. The Petitioning Creditors disagree with the assertion that the Debtors' Plan is the "most advantageous outcome" because the Petitioning Creditors have filed their own Plan which the Petitioning Creditors believe provide significantly better returns to creditors than the Debtors' Plan. The Petitioning Creditors disagree with the assertion that if the Debtors' Plan is not confirmed, the Debtors would be forced to either liquidate under chapter 7 or dismiss the Chapter 11 Cases. The Petitioning Creditors believe that the PS Plan presents a viable and much better path out of Chapter 11, including because it provides higher returns to creditors. In any event, the availability of the PS Plan as an alternative to the Debtors' Plan if the Debtors' Plan is not confirmed renders the Debtors' assertions in the preceding paragraph inaccurate. In addition, the Petitioning Creditors disagree with the assertion that in either a liquidation or dismissal creditors would receive smaller distributions for their claims than they would under the Debtors' Plan. The Petitioning Creditors, at their own expense, have prepared a Corporate Organization Chart that is available for creditors to review at Docket Number 664, Appendix B. The Debtors do not agree with the characterizations in the Corporate Organization Chart prepared by the Petitioning Creditors. The Petitioning Creditors assert that "management agreements" and "management fees" have not been disclosed to creditors; however, all relevant forecasts at attached to the Disclosure Statement and a substantial amount of financial information related to the Debtors and various subsidiaries was made available to the Petitioning Creditors (and their respective counsel) and the Committee throughout the cases. The Petitioning Creditors dispute all of the allegations and arguments set forth in this Subsection, including with respect to the status and legal effect of the Second RSA and OCM Financing Stipulation as of the filing of the Involuntary Petitions and assert that the disclosures in the paragraphs are misleading, inaccurate, and omit material facts for all the reasons set forth in the extensive briefing in connection with the Debtors' Motion to Dismiss that was voluntarily withdrawn by the Debtors. The Petitioning Creditors also question the Debtors' assertions as to the continued existence of the Second RSA when the terms of the Debtors' Plan in no way shape or form reflect the restructuring that the Debtors promised to deliver to their creditors under the Second RSA, which provided for, among other things, 70% of the Debtors' equity to go to their noteholder creditors (instead of 0% under the Debtors' Plan) and various other sources of value that are wholly absent from the Debtors' Plan. The Petitioning Creditors dispute that a proper Independent Committee has ever been constituted, and dispute that Mr. Konstantaras was or could be properly appointed thereto. The Petitioning Creditors also note that the retention of counsel for the purported Independent Committee has never been approved by the Bankruptcy Court. The Debtors' note that the Court noted the formation and existence of the Independent Committee as one of several bases to deny the Chapter 11 Trustee motions. Class 5 consists of Noteholder Election Recovery Claims. The Noteholder Election Recovery Claims are Allowed Claims. Claims may only be treated as Noteholder Election Recovery Claims upon the affirmative and irrevocable election of a Holder of a Claim classified in Class 6A or 6B to have their Claim treated in Class 5. Except to the extent that a Holder of an Allowed Noteholder Election Recovery Claim agrees to less favorable treatment, on the Effective Date and prior to any transfer by the Debtors of any Assets to the Litigation Trust or to any Holder of any Claim or otherwise, in full and complete settlement, release and satisfaction of the Noteholder Election Recovery Claims each Holder of an Allowed Noteholder Election Recovery Claim shall receive in full settlement, release, and satisfaction of such Noteholder Election Recovery Claim that is due and payable from the Noteholder Election Recovery Reserve, the lesser of (i) the Face Amount of such Holder's Noteholder Election Recovery Claim, (ii) such Holder's Pro Rata portion of the Noteholder Election Recovery Cap, or (iii) $70,000. Notwithstanding the foregoing if the Bankruptcy Court determines that the existence of Class 5 and/or the Noteholder Election Recovery Claims violates any provisions of the Bankruptcy Code, Holders of Class 5 Noteholder Election Recovery Claims will be deemed to hold Claims under Class 6A or Class 6B in accordance with said Holder's original Claim classification. Class 5 is Impaired and Holders of Class 5 Claims are entitled to vote to accept or reject the Plan. This Class will receive a distribution of 1% to 100% of their allowed claims. The centerpiece of the Plan is the Plan Consideration, which is comprised in part of the Shareholder New Value Contribution. The Shareholder New Value Contribution is (i) an aggregate $30 million contribution consisting of cash and cash equivalents and (ii) the Collections Contribution which is comprised of the assignment of 75% of the collections of the Gas Ownership Defendants against Levona on account of the Final Award and the District Court Order, net of costs of collection. The Shareholder New Value Contribution is being provided (or caused to be provided) by the Eletson Members. A full-text copy of the First Amended Disclosure Statement dated June 6, 2024 is available at https://urlcurt.com/u?l=L6kgk0 from PacerMonitor.com at no charge. Attorneys for the Debtors: REED SMITH LLP Derek J. Baker, Esq. Derek Osei-Bonsu, Esq. Three Logan Square, Esq. 1717 Arch Street Philadelphia, PA 19103 Tel: (215) 851-8100 Fax: (215) 851-1420 E-mail: dbaker@reedsmith.com dosei-bonsu@reedsmith.com -and- Andrew L. Buck, Esq. Louis M. Solomon, Esq. 599 Lexington Avenue New York, NY 10022 Tel: (212) 251-5400 Fax: (212) 521-5450 E-mail: abuck@reedsmith.com lsolomon@reedsmith.com -and- Ann E. Pille, Esq. 10 S. Wacker Drive, Suite 4000 Chicago, IL 60606 Tel: (312) 207-1000 Fax: (312) 207-6400 E-mail: apille@reedsmith.com About Eletson Holdings Eletson Holdings Inc. is a family-owned international shipping company, which touts itself as having a global presence with headquarters in Piraeus, Greece as well as offices in Stamford, Connecticut, and London. At one time, Eletson claimed to own and operate one of the world's largest fleets of medium and long-range product tankers and boasted a fleet consisting of 17 double hull tankers with a combined capacity of 1,366,497 dwt, 5 LPG/NH3 carriers with a combined capacity of 174,730 cbm and 9 LEG carriers with capacity of 108,000 cbm. Eletson Holdings, a Liberian company, is Eletson's ultimate parent company and is the direct parent and owner of 100% of the equity interests in the two other debtors, Eletson Finance (US) LLC, and Agathonissos Finance LLC. Eletson and its two affiliates were subject to involuntary Chapter 7 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 23-10322) filed on March 7, 2023 by creditors Pach Shemen LLC, VR Global Partners, L.P. and Alpine Partners (BVI), L.P. The petitioning creditors are represented by Kyle J. Ortiz, Esq., at Togut, Segal & Segal, LLP. On Sept. 25, 2023, the Chapter 7 cases were converted to Chapter 11 cases. The Honorable John P. Mastando, III is the case judge. Derek J. Baker, Esq., represents the Debtors as bankruptcy counsel. On Oct. 20, 2023, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Dechert, LLP as its legal counsel. EMERGENT BIOSOLUTIONS: Sells Baltimore-Camden Facility for $30MM ---------------------------------------------------------------- Emergent BioSolutions Inc. announced that it has entered into a definitive agreement to sell its drug product facility in Baltimore-Camden to an affiliate of Bora Pharmaceuticals Co., Ltd., a leading international pharmaceutical services company, for a total value of approximately $30 million. The Camden site, which is part of Emergent's Contract Development and Manufacturing Organization (CDMO), has clinical and commercial non-viral aseptic fill/finish services on four fill lines, including lyophilization, formulation development, and support services. Alongside the facility, approximately 350 current Emergent employees are expected to join Bora as part of the transaction. "The decision to sell our Camden manufacturing facility is aligned with our multi-year plan to create a customer focused, leaner and more flexible organization, while we improve overall profitability and raise capital to reduce our debt," said Joe Papa, President and CEO at Emergent. "We are grateful to our dedicated colleagues who have embodied Emergent's mission to protect and enhance life by delivering on our customers' commitments. We are working to ensure a smooth transition to Bora, especially for our Camden team and valued customers, over the coming weeks and months." This divestiture, combined with Emergent's recently announced strategic operational changes to stabilize its financial position, are key steps to achieving improvement in Emergent's cost structure and performance by streamlining the broader manufacturing network to Lansing, Michigan and Winnipeg, Canada sites. Papa adds, "Executing this transaction is part of our strategic efforts to ensure long-term sustainability and growth at Emergent and enables us to focus on core areas of opportunity more aligned with the company's future." The agreement includes a transfer of assets, equipment, and workforce associated with the Baltimore-Camden facility, and is expected to close in the third quarter of 2024, subject to the satisfaction or waiver of customary closing conditions. For Emergent, Truist Securities served as financial advisor, and Covington & Burling LLP served as legal counsel in connection with this transaction. About Emergent Biosolutions Headquartered in Gaithersburg, Md., Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate and naturally occurring public health threat. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing ("CDMO") services portfolio. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Senior Secured Credit Facilities and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ETG FIRE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: ETG Fire, LLC 7700 E. Iliff Ave #G Denver, CO 80231 Case No.: 24-13446 Business Description: ETG Fire is a single source fire protection systems and services company. The Company designs, installs, tests, inspects, monitors, and maintains special hazard fire protection systems and complex fire alarm systems for customers nationally from its offices in Denver, CO, Seattle, WA, Pasadena, CA, Cheyenne, WY, Dallas, TX, and Tulsa, OK. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court District of Colorado Debtor's Counsel: Amalia Y. Sax-Bolder, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 675 15th Street, Suite 2900 Denver, CO 80202 Tel: (303) 223-1100 Email: asax-bolder@bhfs.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Torrence Henry as president & CEO, ETG Fire, LLC. 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/ECYMHFY/ETG_Fire_LLC__cobke-24-13446__0007.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/47EYEWQ/ETG_Fire_LLC__cobke-24-13446__0001.0.pdf?mcid=tGE4TAMA EVERLAST EPOXY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Everlast Epoxy Systems, Inc. 24-02261 f/k/a Everlast Epoxy of Tennessee f/k/a Everlast Epoxy 803 South Garden Street, Ste 300 Columbia, TN 38401 Everlast Epoxy Flooring Company 24-02262 803 South Garden Street, Ste 300 Columbia, TN 38401 Business Description: Everlast is a commercial flooring manufacturer. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Middle District of Tennessee Judge: Hon. Charles M Walker Debtors' Bankruptcy Counsel: Robert J. Gonzales, Esq. EMERGELAW, PLC 4235 Hillsboro Pike, Suite 300 Nashville, TN 37215 Tel: (615) 815-1535 Email: ecf@emerge.law Everlast Epoxy Systems' Total Assets: $155,871 Everlast Epoxy Systems' Total Liabilities: $1,865,315 Everlast Epoxy Flooring's Total Assets: $20,050 Everlast Epoxy Flooring's Total Liabilities: $129,532 The petitions were signed by David Joseph Linton as chief executive officer. Full-text copies of the petitions containing, among other items, lists of the Debtors' 20 largest unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SPUTZ2A/Everlast_Epoxy_Systems_Inc__tnmbke-24-02261__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/SUAF5WA/Everlast_Epoxy_Flooring_Company__tnmbke-24-02262__0001.0.pdf?mcid=tGE4TAMA EVOKE PHARMA: Amends Warrants, Offers Pre-Funded Warrants Option ---------------------------------------------------------------- Evoke Pharma, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 20, 2024, the Company entered into an amendment with certain holders of its outstanding Series A Warrants to purchase shares of common stock, Series B Warrants to purchase shares of common stock, and Series C Warrants to purchase shares of common stock. Pursuant to the Warrant Amendment, to the extent a Holder exercised its Series B Warrants on June 21, 2024, the Holder's corresponding Series C Warrants shall be exercisable for a number of shares of the Company's common stock equal to the lesser of (i) three times the number of Warrant Shares exercised by the Exercising Holder pursuant to its Series B Warrants and (ii) the total number of remaining Warrant Shares exercisable under the Series C Warrants (such Warrant Shares that become exercisable, "Vested Warrant Shares," and any remaining unvested and unexercisable Warrant Shares, "Unvested Warrant Shares"). For any Exercising Holder, following the Amendment Exercise Deadline, if such Exercising Holder exercises any remaining Series B Warrants, the remaining Series C Warrants, if any, shall become vested and exercisable on a one-for-one basis as to the same number of Series B Warrants exercised following the Amendment Exercise Deadline. The Warrant Amendment also allows a Holder to choose to receive pre-funded warrants upon exercise of Series A Warrants, Series B Warrants and Series C Warrants in lieu of shares of the Company's common stock, at an exercise price for each Series A Warrant, Series B Warrants and Series C Warrant, as applicable, of $0.6799 per Warrant Share, with a corresponding exercise price of $0.0001 per Warrant Share for each pre-funded warrant. The Warrant Amendment does not change the number of Warrant Shares underlying each series of warrants. The Company will allow all other holders of Series A Warrants, Series B Warrants or Series C Warrants to enter into an identical Warrant Amendment. About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma, Inc. -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The company developed, commercialized and markets GIMOTI,a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adults. San Diego, California-based BDO USA, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. EYE CARE: Plan Exclusivity Period Extended to July 1 ---------------------------------------------------- Judge Michelle V. Larson of the U.S. Bankruptcy Court for the Northern District of Texas extended Eye Care Leaders Portfolio Holdings, LLC and its affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to July 1 and August 30, 2024, respectively. As shared by Troubled Company Reporter, the Debtors provide pioneering software specifically geared towards ophthalmology and optometry practices. The Debtors explain that the ultimate terms of a chapter 11 plan will depend on the outcome of the Sale Hearing, while they have marketed, held an Auction for the sale of substantially all of the Debtors' assets, and are now seeking Court approval of the Proposed Sale. The assets to be distributed and the unexpired contracts to be assumed or rejected through a plan will depend on the outcome of the Proposed Sale. Since the Petition Date, the Debtors have negotiated in good faith and worked collaboratively with their stakeholders. The Debtors have, among other things, secured critical financial and operational relief through debtor in possession financing, filed their schedules of assets and liabilities and statement of financial affairs, engaged in a marketing and sale process of their assets, and hired various professionals to help the Debtors through the reorganization process. Counsel to the Debtors: Jason S. Brookner, Esq. Amber M. Carson, Esq. Emily F. Shanks, Esq. GRAY REED 1601 Elm Street, Suite 4600 Dallas, TX 75201 Tel: (214) 954-4135 Fax: (214) 953-1332 Email: jbrookner@grayreed.com acarson@grayreed.com eshanks@grayreed.com About Eye Care Leaders Portfolio Holdings Eye Care Leaders Portfolio Holdings, LLC, provides a suite of software specifically geared towards ophthalmology and optometry practices, practice management, surgical, revenue cycle management (RCM), MIPS reporting and more. Eye Care Leaders is a one-stop shop for eye care specialists and their patients. Eye Care Leaders and more than 30 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Tex. Lead Case No. 24-80001) on Jan. 16, 2024. In the petition filed by CEO/portfolio Sophie Turrell, Eye Care disclosed $100 million to $500 million in assets against $500 million to $1 billion in debt. The Hon. Michelle V. Larson presides over the cases. Gray Reed is the Debtors' bankruptcy counsel. B. Riley Financial Inc. is the Debtors' financial advisor. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Eye Care Leaders Portfolio Holdings, LLC and its affiliates. The committee hires Kilpatrick Townsend & Stockton LLP as counsel and Force Ten Partners, LLC as financial advisor. EYEPOINT PHARMACEUTICALS: All 5 Proposals Passed at Annual Meeting ------------------------------------------------------------------ EyePoint Pharmaceuticals, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it held its 2024 Annual Meeting of Stockholders on June 20, 2024 via live webcast at which the stockholders: (1) elected Goran Ando, M.D., Jay S. Duker, M.D., Nancy Lurker, John B. Landis, Ph.D., David Guyer, M.D., Wendy F. DiCicco, Anthony P. Adamis, M.D., Karen Zaderej, and Stuart Duty as directors, each to serve until the Company's 2024 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified; (2) approved the 2023 Plan Amendment to (i) increase the number of shares of Common Stock authorized for issuance thereunder by 4,000,000 shares and (ii) increase the individual non-employee director compensation limit contained therein to $850,000 for ongoing directors in any calendar year and $1,100,000 for new directors in any calendar year. The 2023 Plan Amendment also increased the incentive stock option limit from 3,500,000 to 7,500,000 to align with the Share Increase; (3) approved the Second 2019 Plan Amendment to increase the number of shares of Common Stock authorized for issuance thereunder by 250,000 shares; (4) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement; and (5) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2024. About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, Inc., formerly pSivida Corp. -- http://www.eyepointpharma.com/-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. The Company's lead product candidate, EYP-1901, is an investigational sustained delivery treatment for anti-vascular endothelial growth factor (anti-VEGF) mediated retinal diseases combining vorolanib, a selective and patent-protected tyrosine kinase inhibitor with Durasert E. Additional pipeline programs include EYP-2301, a promising TIE-2 agonist, razuprotafib, f/k/a AKB-9778, formulated in Durasert E to potentially improve outcomes in serious retinal diseases. The proven Durasert drug delivery technology (Durasert) has been safely administered to thousands of patient eyes across four products approved by the U.S. Food and Drug Administration (FDA). EyePoint reported a net loss of $70.79 million in 2023, a net loss of $102.25 million in 2022, a net loss of $58.42 million in 2021, a net loss of $45.39 million in 2020, a net loss of $56.79 million in 2019, and a net loss of $53.17 million in 2018. For the three months ended March 31, 2024, the Company reported a net loss of $29.28 million. FAMULUS HEALTH: Seeks to Hire Loeb & Loeb as Bankruptcy Counsel --------------------------------------------------------------- Famulus Health LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Loeb & Loeb, LLP as its counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties in the continued management and operation of businesses and properties; b. advising and consulting on the conduct of the cases, including all of the legal and administrative requirements of operating in Chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates; e. preparing pleadings; f. advising the Debtors in connection with any potential sale of assets or investment by a third party; g. appearing before the bankruptcy court and any appellate courts; h. advising the Debtors regarding tax matters; i. assisting the Debtor in reviewing, estimating, and resolving claims asserted against the Debtor's estate; j. assisting the Debtor with compliance with applicable laws and governmental regulations; k. negotiating, preparing and seeking approval of a disclosure statement and confirmation of a Chapter 11 plan; and l. performing all other necessary legal services for the Debtors. The firm will be paid at these hourly rates: Partner $990 - $1,200 Associate $650 - $825 Paralegal $260 - $450 The Debtor provided Loeb with a retainer payment of $100,000. Loeb & Loeb is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm may be reached through: Bernard R. Given, II, Esq. Loeb & Loeb LLP 10100 Santa Monica Boulevard, Suite 2200 Los Angeles, CA 90067 Telephone: (310) 282-2000 Facsimile: (310) 282-2200 About Famulus Health LLC Famulus Health LLC -- https://www.famulushealth.com -- is a limited liability company. Famulus Health LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 24-02019) on June 3, 2024. In the petition signed by Michael Szwajkos, as manager, the Debtor reports estimated assets between $50 million and $100 million and estimated liabilities between $10 million and $50 million. The Debtor is represented by Kevin Campbell, Esq. at Campbell Law Firm, PA. FIG & FENNEL: Hires Property Val Pro as Appraiser ------------------------------------------------- Fig & Fennel at Mia, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Property Val Pro as appraiser. The firm will appraise the fair market value of the Debtors' real property located at 913 SW 8th Ave, Hallandale Beach, FL 33009. The firm will be paid $275 per hour, and a fixed flat fee of $1,800. The retainer is $1,100. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Garrett Langford, SRA, a partner at Property Val Pro, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Garrett Langford, SRA Property Val Pro 1199 Federal Hwy $132 Boca Raton, FL 33432 Tel: (561) 706-5794 Email: info@propvalpro.com About Fig & Fennel at Mia, LLC Fig & Fennel at MIA, LLC and affiliates are owners and operators of restaurants offering a broad selection of grab-and-go sandwiches, salads, bowls, snacks, desserts, and more. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18515) on October 18, 2023. In the petition signed by Robert Siegmann, manager, Fig & Fennel at MIA disclosed $2,956,271 in total assets and $523,057 in total liabilities. Judge Scott M. Grossman oversees the cases. Adam Leichtling, Esq., at Lapin & Leichtling, LLP, is the Debtors' legal counsel. FREEDOM WIND: Examiner Seeks to Tap Hill View as Broker/Consultant ------------------------------------------------------------------ John O Desmond, the Chapter 11 Examiner of Freedom Wind Tunnel, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Arthur Petropoulos of Hill View Partners as broker/consultant. The firm will assist the Debtor in the sale of its assets. The firm will be compensated as follows: a. a $10,000 monthly Consultancy Fee for the first two months, with a $5,000 monthly Consultancy Fee for each month thereafter. b. an Advisory (Success) Fee of 5 Percent of the Gross sales price of any sale of the Assets of the Debtor. c. a Retainer of $10,000 to be applied towards the first month's services will be paid upon Court approval of this application. The firm received a retainer in the amount of f $10,000. Hill View Partners is a disinterested person within the meaning of Section 101(14) of the Code, and represents or holds no interest adverse to the interest of the debtor, according to court filings. The firm can be reached through: Arthur Petropoulos Hill View Partners, LLC 220 South Main Street Providence, RI, 20903 Tel: (401) 569-9136 About Freedom Wind Tunnel Freedom Wind Tunnel, LLC, a company in North Attleboro, Mass., filed Chapter 11 petition (Bankr. D. Mass. Case No. 24-10082) on Jan. 16, 2024. In the petition signed by Neal Gouck, authorized representative, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped Jesse I. Redlener, Esq., at Ascendant Law Group, LLC as legal counsel; Verdolino & Lowey, PC as accountant; and TCF Law Group, PLLC as corporate counsel. FS VENTURES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: FS Ventures, LLC d/b/a Cascade Elevators 19009 62nd Ave., NE Arlington, WA 98223 Business Description: The Debtor is a professional elevator service provider in Arlington, WA. It offers elevator maintenance & repair, installations, and inspections. Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court Western District of Washington Case No.: 24-11571 Judge: Hon. Christopher M Alston Debtor's Counsel: Thomas D. Neeleman, Esq. NEELEMAN LAW GROUP, P.C. 1403 8th Street Marysville, WA 98270 Tel: (425) 212-4800 Fax: (425) 212-4802 Email: courtmail@expresslaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Skalski as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/U4LPORQ/FS_Ventures_LLC__wawbke-24-11571__0001.0.pdf?mcid=tGE4TAMA FTAI INFRASTRUCTURE: S&P Affirms 'B-' ICR, Outlook Negative ----------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating (ICR) on FTAI Infrastructure Inc. (FIP) because the company's leverage is trending down with no near-term debt maturity before 2026. At the same time, S&P affirmed its 'B-' issue-level rating, with a '3' recovery rating, on FIP's senior secured notes. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in default. The negative outlook reflects S&P's expectation that the company will continue operating under a highly leveraged consolidated capital structure, with adjusted debt to EBITDA of about 17x in 2024 and about 12x in 2025. S&P said, "We expect Jefferson Terminal's throughput volume will be ramping up at a steady pace over the next few years. Jefferson Terminal is the company's principal driver of volume growth over the next few years. The terminal was completed in 2023 after years of development. Located in the heart of the U.S. Gulf Coast, it serves some of the world's largest refineries, chemical companies, and commodity exporters. The terminal is composed of three marine docks and more than 25 miles of rail, with a throughput capacity of 465,000 barrels per day and 6.2 million barrels (bbl) of storage. Jefferson Terminal is currently negotiating and executing new contracts with counterparties and expects new business ramp-ups to commence in the next few quarters. "We expect FIP's leverage will remain elevated and will trend down moderately over the next few years. We take a consolidated view on FIP's financial metrics. We view the company's consolidated balance sheet as stretched, reflecting significant asset-level debt and a slower ramp-up of capacity utilization and asset-level cash flow than previously forecast. We now expect FIP's adjusted leverage will be about 17x in 2024 and about 12x in 2025 compared with our previous expectation of about 10x in 2024 and about 9x in 2025. Our calculation of adjusted debt includes our 100% debt treatment to the company's $300 million series A preferred equity investment (which we expect will accrue over the medium term), and proportional consolidated debt from Long Ridge Energy & Power based on FIP's 50% ownership because this investment provides significant cash flow to FIP. "We view the capital structure as still sustainable at present, but susceptible to further leveraging. FIP has no debt maturities until 2026 and is expected to have an adjusted cash interest coverage of 1.5x in 2024 and 2.1x in 2025. Therefore, we view the company's capital structure as still sustainable at present. However, further leveraging could increase FIP's interest expense and potentially cause the company's liquidity to deteriorate. "The negative outlook reflects FIP's elevated adjusted debt to EBITDA as we forecast the company's consolidated leverage will be about 17x in 2024 and 12x in 2025." S&P could lower its rating on FIP if: -- Its capital structure becomes unsustainable; -- S&P forecasts a cash interest coverage ratio below 1x; or -- Liquidity becomes constrained. S&P could revise the outlook to stable if the company's adjusted leverage trends toward the mid-8x area while FIP maintains sufficient liquidity. GALAXY US OPCO: $969MM Bank Debt Trades at 18% Discount ------------------------------------------------------- Participations in a syndicated loan under which Galaxy US Opco Inc is a borrower were trading in the secondary market around 81.8 cents-on-the-dollar during the week ended Friday, June 21, 2024, according to Bloomberg's Evaluated Pricing service data. The $969 million Term loan facility is scheduled to mature on April 30, 2029. About $952 million of the loan is withdrawn and outstanding. Galaxy US Opco Inc., a wholly owned subsidiary of CD&R Galaxy UK Intermediate 3 Limited, operates as a consulting services company. GFY LLC: Case Summary & Four Unsecured Creditors ------------------------------------------------ Debtor: GFY, LLC 7405 Lamar Ave S Cottage Grove, MN 55016 Business Description: GFY, LLC is primarily engaged in renting and leasing real estate properties. The Debtor owns two properties located in Cottage Grove, MN having a total comparable sale value of $2.65 million. Chapter 11 Petition Date: June 25, 2024 Court: United States Bankruptcy Court District of Minnesota Case No.: 24-31653 Judge: Hon. Katherine A Constantine Debtor's Counsel: John D. Lamey III, Esq. LAMEY LAW FIRM, P.A. 980 Inwood Ave N Oakdale, MN 55128-7094 Tel: 651-209-3550 Email: jlamey@lameylaw.com Total Assets: $2,763,211 Total Liabilities: $3,317,471 The petition was signed by Wayne Butt, president. 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/454WT3A/GFY_LLC__mnbke-24-31653__0001.0.pdf?mcid=tGE4TAMA GIGAMONSTER NETWORKS: Seeks to Extend Plan Exclusivity to July 16 ----------------------------------------------------------------- GigaMonster Networks, LLC and its affiliates asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods during which they may file a plan and disclosure statement and solicit acceptances thereof to July 16 and September 16, 2024, respectively. Since the Fourth Extension Order, the Debtors have: (a) continued winddown efforts; and (b) continued to negotiate and resolve open cure issues following the Court's approval of the SkyWire sale. The Debtors anticipate the Combined DS/Plan will be filed shortly. Pending the Court's approval and confirmation of the Combined DS/Plan, continued exclusivity will permit the Debtors to maintain flexibility so that a competing plan by another third party does not derail the parties' efforts to confirm the Combined DS/Plan. All stakeholders will benefit from such continued stability and predictability. The Debtors claim that they have no ulterior motive in seeking an extension of the Exclusive Periods. The requested relief is not being sought to pressure the Debtors' creditors, and the Debtors submit that no pressure would result from the requested extension of the Exclusive Periods. Moreover, termination of the Exclusive Periods would adversely impact the substantial progress made by the Debtors in the chapter 11 cases to date and the Debtors' efforts to confirm the Combined DS/Plan. GigaMonster Networks, LLC and its affiliates are represented by: Laura Davis Jones, Esq. David M. Bertenthal, Esq. Timothy P. Cairns, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19899 Tel: (302) 652-4100 Email: ljones@pszjlaw.com dbertenthal@pszjlaw.com tcairns@pszjlaw.com About GigaMonster Networks GigaMonster Networks, LLC and affiliates develop and deploy universal access networks (UANs) in multi-family and commercial real estate properties, providing internet, video and other network services to approximately 400 customer properties and nearly 35,000 end-user subscribers. The Debtors contract with property owners to set up UANs in their buildings and also provide internet services to subscribers in those buildings. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10051) on Jan. 16, 2023. In the petition signed by its chief restructuring officer, Rian Branning of Novo Advisors, LLC, GigaMonster Networks disclosed up to $100 million in both assets and liabilities. Judge Kate Stickles oversees the cases. The Debtors tapped Pachulski Stang Ziehl and Jones, LLP as legal counsel; Novo Advisors, LLC as restructuring advisor; Bank Street Group, LLC as investment banker; and Kroll Restructuring Administration as claims and noticing agent. On Jan. 30, 2023, the U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Faegre Drinker Biddle & Reath, LLP as legal counsel and M3 Advisory Partners, LP as financial advisor. GLENS FALLS: Unsecureds Will Get 15% of Claims over 120 Months -------------------------------------------------------------- Glens Falls RE Holdings, Inc. filed with the U.S. Bankruptcy Court for the Northern District of New York a Disclosure Statement describing Plan of Reorganization dated June 10, 2024. The Debtor is a Corporation formed on December 7, 2017. Since formation, the Debtor has been in the business of property management of its four parcels of real estate in Glens Falls, New York (hereinafter, the "Real Estate"). The Debtor's business is the ownership and management of the commercial Real Property located at: 8 Lawton Avenue, Glens Falls, NY (4-unit residential building); 190 Ridge Street, Glens Falls, NY (9-unit residential building); 190 Ridge Street, Glens Falls, NY (9-unit residential building); and 45 William Street, Glens Falls, NY (4-unit residential building) (collectively, the "Real Property"). The Real Property are multi-unit residential complexes. The Debtor initially filed for Chapter 11 protection in Spring, 2023; however, that case was dismissed due to inadequate schedules prepared by the Debtor. Debtor filed this within case with new counsel with the hopes of successfully reorganizing and proposing a reasonable dividend to its Creditors. By moving to self-management, Debtor has been able to increase rentals from 29 units to 34 units, reduce costs, make necessary improvements and repairs, and stabilize cash flow. This plan provides for three classes of Secured Claims; one class of Administrative Creditors; one class of Unsecured Claims; and one class of Equity Security Holders. Unsecured Creditors holding Allowed Claims will receive distributions, which the proponent of this Plan has valued at approximately 15 cents on the dollar. This Plan also provides for the payment of Administrative and Priority Claims in full. Class 4 consists of All Allowed Unsecured Claims. The Debtor estimates the total General Unsecured Debt pool (including bifurcated claims) in this case at $544,297.70. General Unsecured Creditors shall receive 15% of their claim in 120 equal monthly installments. Total Monthly Plan Payment to General Unsecured Creditors: $680.37. Class 4 is impaired. Class 5 consists of Equity Security Holder(s) of the Debtor. In contemplation of Confirmation of the Plan, current Equity Security Holders shall sell 25% of their interest in the Debtor to a 3rd Party for $250,000.00. Said monies shall be used to supplement cash flow for general operating expenses of the Debtor and ongoing Plan Payments, as necessary. Class 5 is impaired. The Plan shall be funded from the operation of the Debtor's residential real estate business as well as through a 25% sale of stock, by Equity Security Holders. As with the operations prior to the filing of the Petition herein and during the administration of this case, management of the Debtor shall be by the President, sole director and sole shareholder, Stephen Frank. Mr. Frank shall be responsible for the Debtor's ongoing operations and shall be the disbursing agent of the Debtor responsible for making all payments to or on behalf of creditors required by this Plan and by the Order approving it. A full-text copy of the Disclosure Statement dated June 10, 2024 is available at https://urlcurt.com/u?l=NV1NMm from PacerMonitor.com at no charge. Attorney for the Debtor: Michael Boyle, Esq. Boyle Legal, LLC 64 2nd Street Troy, NY 12180 Telephone: (518) 407-3121 Email: mike@boylebankruptcy.com About Glens Falls RE Holdings Glens Falls RE Holdings, Inc., a company that is primarily engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-10274) on Mar. 11, 2024. In the petition signed by Stephen Frank, president, the Debtor disclosed $1,734,366 in assets and $2,672,951 in liabilities. Michael Boyle, Esq., at Boyle Legal, LLC serves as the Debtor's legal counsel. HAMILTON PROJECTS: S&P Rates Senior Secured Term Loan B 'BB-' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' rating to U.S. power project Hamilton Projects Acquiror LLC's proposed term loan B (TLB). S&P assigned a recovery rating of '2', indicating its expectation for substantial (70%-90%; rounded estimate: 75%) recovery in a default scenario. The stable outlook reflects S&P's expectation that Hamilton will sustain a minimum S&P Global Ratings-adjusted debt service coverage ratio (DSCR) of at least 1.36x in all years, with a median DSCR of 1.42x. Hamilton is a two-asset, combined-cycle gas turbine power portfolio with about 1,705 megawatts (MW) of nameplate capacity in northeastern Pennsylvania. It comprises the Liberty power project in Bradford County with a rated winter capacity of 848 MW, and the Patriot power project in Lycoming County with a rated winter capacity of 857 MW. The units entered commercial operation in mid-2016 and sell power into Pennsylvania-New-Jersey-Maryland Interconnection's (PJM) Penelec zone and Pennsylvania Power and Light zone, respectively. Liberty and Patriot are in the eastern portion of the Marcellus shale gas play with access to reliable natural gas supply. Tennessee Gas Pipeline Zone 4 Leg 300 and Transco Leidy are the two closest gas hubs for Liberty and Patriot, respectively. Hamilton is proposing to issue a new $1 billion TLB and a $115 million revolver to refinance its existing capital structure. Hamilton will issue the $1 billion seven-year senior secured TLB due 2031, and a $115 million five-year senior secured revolver due 2029. The project will apply the proceeds to repay existing debt of about $781 million, fund a distribution to equity of about $200 million, and pay transaction costs. A target debt balance will be included in the mandatory prepayments of the TLB. S&P views the project's ability to capture adequate spark spreads as supportive of the rating. Since mid-2020, the portfolio has entered into spark spread hedges to opportunistically capture and protect forward energy margins. In 2021, although Hamilton generated cash flow available for debt service (CFADs) in line with our expectations, it did not sweep cash toward the TLB. This was due to the need for cash collateral to be posted for the over-the-counter hedges. However, since the establishment of a new first-lien hedge in 2022, coupled with benefits from favorable spark spreads, Hamilton achieved higher CFADs than we anticipated. Specifically, realized spark spreads were approximately $17 per megawatt-hour (/MWh) and $21/MWh for 2022 and 2023, respectively. Over the past two years, the project's EBITDA exceeded $230 million. As of year-end 2023, beside the mandatory repayment, the project had swept approximately $88 million in 2022, and about $111 million since the upsizing of $161 million in April 2023. Overall, S&P continues to expect the project's sweeps will meet our expectations, given its ability to capture adequate spark spreads. Hamilton's hedging profile should result in good cash flow visibility in the near term. In the short term, Hamilton's spark spreads are 79% and 45% hedged for 2024 and 2025, respectively, which should provide a high degree of visibility on future cash flows. S&P said, "We anticipate Hamilton will realize a spark spread of approximately $22/MWh in these two years. We expect spark spreads will begin to normalize starting in 2025." Higher debt balance resulting from refinancing, combined with normalized spark spreads, will pressure DSCRs in the longer term. S&P said, "In the longer term, increased debt service resulting from the higher refinancing amount will pressure DSCRs during the TLB period, but we expect they will remain above 1.40x. Furthermore, in the post-refinancing period, DSCRs will remain pressured due to shorter amortization and normalized spark spread assumptions. Our forecast indicates a lower minimum DSCR of 1.36x during this period, with a median DSCR of 1.42x throughout the asset life of the project. Although we believe the forecast DSCR remains in line with the rating, this is lower than our previous minimum DSCR of 1.40x and median DSCR of 1.61x. "Given the refinancing with a higher TLB balance, we will continue monitoring the sponsor's approach toward deleveraging." Despite the project's historical performance, net debt paydown has been relatively limited since inception (approximately $280 million TLB paydown and $161 million upsizing from June 2020 to March 2024). This means the project is somewhat more leveraged than peers. This is largely spurred by the dividend recapitalization that occurred in April 2023. S&P said, "Although we expect the project's operating and financial performance will remain in line with our expectation under current market conditions, the decision to refinance with a higher TLB amount alongside an equity distribution continues to indicate financial policy risk. Although quantifying the impact of sponsor decision-making on the project's credit metrics is difficult, we will closely monitor its performance as the TLB approaches maturity in 2031." S&P said, "The stable outlook reflects our expectation that Hamilton will sustain a minimum S&P Global Ratings-adjusted DSCR of at least 1.36x in all years. We expect Liberty and Patriot will maintain high availability and dispatch at capacity factors of 85%-90% in the near term. Under current market conditions in PJM, we project realized spark spreads of above $20/MWh over the next 12 months." S&P could lower the rating if: -- Hamilton cannot maintain an S&P Global Ratings-adjusted DSCR of 1.35x on a sustained basis. This could stem from additional indebtedness, weaker realized spark spreads or lower PJM capacity prices for delivery year 2025/2026 and beyond, unplanned outages that require a full plant shutdown for an extended period, or economic factors in which the power plants are regularly kept at minimum load; or -- Debt outstanding at TLB maturity in second-quarter 2031 is substantially higher than our expectation of $475 million; or -- S&P does not expect that Hamilton will deleverage throughout the TLB period, with gross debt per kilowatt higher than $395 per kilowatt (/kW) or a TLB balance outstanding higher than $710 million by the end of 2027. S&P would consider an upgrade if it believes Hamilton could maintain an S&P Global Ratings-adjusted DSCR of 1.80xon a sustained basis, including during the refinancing period. This could stem from secular developments in the PJM wholesale market that improve power and capacity prices for an extended period, steady operational performance, and continued access to relatively inexpensive natural gas feedstock. HANEY INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Haney Inc. f/d/b/a Haney Graphics, Inc. d/b/a Haney Design d/b/a Haney PRC d/b/a The Packaging Microfactory 5657 Wooster Pike Cincinnati, OH 45227 Business Description: Haney is a consumer packaging micro-supply chain. The Company handles all aspects of small-batch packaging projects, from concepting and prototyping, to packing and fulfillment. Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court Southern District of Ohio Case No.: 24-11405 Judge: Hon. Beth A Buchanan Debtor's Counsel: Eric W. Goering, Esq. GOERING & GOERING 220 West Third Street Cincinnati, OH 45202 Tel: (513) 621-0912 Email: eric@goering-law.com Total Assets: $1,965,433 Total Liabilities: $4,079,770 The petition was signed by Matthew Haney as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZDNEP7Y/Haney_Inc__ohsbke-24-11405__0001.0.pdf?mcid=tGE4TAMA HANNON ARMSTRONG: S&P Rates New Green Senior Unsecured Notes 'BB+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue rating to Hannon Armstrong Sustainable Infrastructure Capital Inc.'s proposed issuance of green senior unsecured notes due 2034. The company plans to use the net proceeds to temporarily repay borrowings under the unsecured revolving credit facility ($445 million outstanding as of June 7, 2024) and to redeem the $400 million senior unsecured notes due April 2025. As of March 31, 2024, the company's leverage was 2.3x debt to adjusted total equity (ATE) and pro forma for this transaction, S&P expects leverage to remain neutral. The positive outlook on the issuer credit rating on Hannon Armstrong Sustainable Infrastructure Capital Inc. (HASI) reflects S&P's expectation that over the next 12 months--despite macroeconomic headwinds--HASI will continue to grow its business while maintaining conservative underwriting standards, leverage of 2.0x-2.5x, its existing funding mix, and adequate liquidity to meet its operational needs. S&P could raise the ratings over the next 12 months if HASI continues to build its business position, maintains leverage between 2.0x-2.5x, adequate liquidity, and manages its single-investment portfolio concentrations relative to ATE. An upgrade is also contingent on the company's asset quality remaining relatively stable, with minimal losses and impairments in its investment portfolio. S&P could revise the outlook to stable over the next 12 months if: -- Debt to ATE approaches 2.75x; -- The asset quality of the investment portfolio deteriorates, as indicated by rising losses, impairments, or nonaccruals; or -- Investment concentration grows relative to ATE. HISTOGEN INC: Taps Frank E. Noble as Special Litigation Counsel --------------------------------------------------------------- Histogen Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire the Law Offices of Frank E. Noble as its special litigation counsel. The firm will represent the Debtor in connection with any ongoing litigation arising from or related to Histogen Inc. v. Connie Harrell, No. 37-2018-00042139-CU-BC-CTL. Frank E. Noble, Esq., owner of Law Offices of Frank E. Noble, will charge $450 per hour for his services. As disclosed in court filings, Frank E. Noble is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Frank E. Noble, Esq. Law Offices of Frank E. Noble 850 Beech St Unit 803 San Diego, CA 92101-2895 Phone: (619) 988-8058 About Histogen Inc. Histogen Inc. is engaged in the research and development of regenerative medicine. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-01357) on April 18, 2024, with $3,625,752 in assets as of January 31, 2024 and $207,344 in liabilities as of January 31, 2024. David M. Maggio, chief executive officer, signed the petition. The Debtor tapped Eric D. Goldberg, Esq. and David M. Riley, Esq. at DLA PIPER LLP (US) as bankruptcy counsel; and ARMANINO LLP as financial advisor. INNOVATIVE DESIGNS: CEO Hires Elkana Amitai CPA as Auditor ---------------------------------------------------------- Innovative Designs, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 19, 2024, the Company's CEO appointed Elkana Amitai CPA to serve as the Company's independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending Oct. 31, 2024. Innovative Designs said that prior to the engagement of EA neither the Company nor anyone on its behalf consulted EA regarding, (i) the application of accounting principles to a specific transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company's financial statements and no written report or oral advice was provided by EA to the Company that EA concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)1)(iv) of Regulation S-K and related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). About Innovative Designs Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc. operates in two separate business segments: a house wrap for the building construction industry and cold weather clothing. Both of the Company's segment lines use products made from Insultex, which is a low-density polyethylene semi-crystalline, closed cell foam in which the cells are totally evacuated, with buoyancy, scent block, and thermal resistant properties. Kennett Square, PA-based RW Group, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Feb. 22, 2024, citing that the Company had net losses and negative cash flows from operations for the years ended Oct. 31, 2023 and 2022 and an accumulated deficit at Oct. 31, 2023 and 2022. These factors raise substantial doubt about the Company's ability to continue as a going concern for one year from the issuance date of these financial statements. INVITAE CORPORATION: Plan Exclusivity Period Extended to August 11 ------------------------------------------------------------------ Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey extended Invitae Corporation and its Debtor Affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to August 11 and October 11, 2024, respectively. As shared by Troubled Company Reporter, the Debtors entered the chapter 11 cases as a public company with approximately $1.5 billion in funded debt obligations, including over $300 million in secured notes and the remaining in unsecured, convertible notes. Importantly, the Debtors' industry is heavily regulated. Throughout these chapter 11 cases, in addition to effectuating the Sale Transaction contemplated by the TSA, the Debtors have contended with a complex regulatory overlay, including compliance with the Clinical Laboratory Improvement Amendments of 1988, various Food and Drug Administration regulations, the Health Insurance Portability and Accountability Act of 1996, and state regulatory requirements including maintaining laboratory licenses and applying for expedited review of the Debtors' Sale Transaction by the Office of Health Care Affordability in California. Despite entry of the Sale Order on May 7, 2024, the Debtors anticipate that regulatory filings and subsequent approvals may be required to consummate the Plan. The Debtors assert that they have already taken significant steps toward exiting these chapter 11 cases by filing a chapter 11 plan to effectuate an orderly wind down process to allocate proceeds following the closing of the Sale Transaction, which is ultimately the best path forward for the Debtors' estates. The Debtors further assert that they have conducted a successful Auction and filed a Plan to progress toward the closing of the Sale Transaction against the backdrop of a highly regulated environment, all while engaging with various key stakeholders on highly complex and contested issues. Consummation of the Plan will likely require further negotiations with key stakeholders as well as the approval of regulatory bodies. Co-Counsel to the Debtors: Joshua Sussberg, P.C. Nicole L. Greenblatt, p.C. Francis Petrie, Esq. Jeffrey Goldfine, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New york 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: joshua.sussberg@kirkland.com nicole.greenblatt@kirkland.com francis.petrie@kirkland.com jeffrey.goldfine@kirkland.com - and - Spencer A. Winters, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: spencer.winters@kirkland.com Co-Counsel to the Debtors: Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. Daniel J. Harris, Esq. COLE SCHOTZ, P.C. Court Plaza North, 25 Main Street Hackensack, New Jersey 07601 Tel: (201) 489-3000 Email: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com dharris@coleschotz.com About Invitae Corp. Invitae Corporation is a medical genetics company that is in the business of delivering genetic testing services, digital health solutions, and health data services that support a lifetime of patient care and improved outcomes. Invitae Corp. and five of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11362) on Feb. 13, 2024. In the petition filed by Ana Schrank, chief financial officer, disclosed $535,115,000 in assets against $1,618,519,000 in debt. Judge Michael B. Kaplan oversees the case. Kirkland & Ellis LLP and Kirkland & Ellis International LLP are the Debtors' bankruptcy counsel and Cole Schotz, P.C. is the Debtors' co-bankruptcy counsel. Moelis & Company LLC is the Debtors' investment banker. FTI Consulting Inc is the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC is the Debtors's notice and claims agent. Deloitte Touche Tohmatsu Limited serves as the Debtors' tax advisor. INVO BIOSCIENCE: Nasdaq Grants Continued Listing Request -------------------------------------------------------- INVO Bioscience, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 18, 2024, it received a notice from The Nasdaq Stock Market, LLC informing the Company that the Nasdaq Hearing Panel had granted the Company's request for continued listing on the Exchange, subject to the Company's demonstrating compliance with Nasdaq's Listing Rule 5505. The Initial Listing Rule requires the Company to have a minimum bid price, a minimum of unrestricted publicly held shares, a minimum number of round lot shareholders, a minimum number of market makers, and it requires the Company to meet its Equity Standard, its Market Value of Listed Securities Standard, or its Net Income Standard. As previously disclosed, on April 17, 2024, the Company received a notice from Nasdaq's Listing Qualifications Staff stating that it had determined to delist the Company's securities as a result of the Company having reported stockholders' equity, for the period ended Dec. 31, 2023, that was not in compliance with Nasdaq's Listing Rule 5550(b)(1). The Equity Rule requires the Company's stockholders' equity to meet or exceed $2,500,000. Normally, Nasdaq listed companies may be provided up to 180 calendar days in which to regain compliance with the Equity Rule. However, the Company was not eligible for such compliance period as it remains under Panel monitoring having regained compliance previously with the Equity Rule on Nov. 22, 2023. Upon receipt of the delisting notice, the Company requested a Panel hearing to ask for additional time to regain Equity Rule compliance. At a Panel hearing held on June 6, 2024, the Company requested an extension until Oct. 14, 2024, which represents the maximum amount of time grantable by the Panel under Nasdaq rules, which the Company believes is sufficient time to complete its proposed, previously announced acquisition of NAYA Biosciences, Inc. and satisfy Nasdaq's initial listing requirements. About INVO Bioscience Inc. INVO Bioscience, Inc. is a healthcare services fertility company dedicated to expanding the assisted reproductive technology marketplace by making fertility care more accessible and inclusive to people around the world. Its commercial strategy is primarily focused on operating fertility-focused clinics, which includes the opening of dedicated "INVO Centers" offering the INVOcell and IVC procedure (with three centers in North America now operational) and the acquisition of US-based, profitable in vitro fertilization clinics (with the first acquired in August 2023). The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, 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. INVO BIOSCIENCE: Unit Transfers Ownership in WFRSA to Donna Baldwin ------------------------------------------------------------------- INVO Bioscience, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 13, 2024, Wood Violet Fertility, LLC, a wholly owned subsidiary of the Company, caused the transfer of ownership of Wisconsin Fertility and Reproductive Surgery Associates, S.C. ("WFRSA"), the medical practice component of the Wisconsin Fertility Institute ("WFI"), to a new owner, Donna Baldwin, D.O. Dr. Baldwin was appointed as the sole officer and director of WFRSA. On June 13, 2024, WFRSA also processed a separation of employment from Dr. Elizabeth Pritts, M.D., the former owner, officer, and director of WFRSA. All other transaction documents relating to the Company's acquisition of WFI, including the management services agreement, remain in full force and effect. This transfer and separation are not expected to impact patient care or WFI's operational or financial performance. The Company believes that the transfer and separation will not materially impact the Company's financial condition or results of operation. About INVO Bioscience Inc. INVO Bioscience, Inc. is a healthcare services fertility company dedicated to expanding the assisted reproductive technology marketplace by making fertility care more accessible and inclusive to people around the world. Its commercial strategy is primarily focused on operating fertility-focused clinics, which includes the opening of dedicated "INVO Centers" offering the INVOcell and IVC procedure (with three centers in North America now operational) and the acquisition of US-based, profitable in vitro fertilization clinics (with the first acquired in August 2023). On Aug. 10, 2023, the Company consummated the first acquisition of an existing in vitro fertilization (IVF) clinic, the Wisconsin Fertility Institute ("WFI"). The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, 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. JAG CAPITAL: Case Summary & Six Unsecured Creditors --------------------------------------------------- Debtor: JAG Capital Investments LLC 175 Hutton Ranch Road Suite 103 Kalispell, MT 59901 Business Description: JAG Capital is a commercial and multifamily investment company. It offers multiple investment opportunities within its diverse portfolio including commercial real estate ventures, single family home subdivision projects, apartment complex properties, and development of multi-use sites. Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court District of Montana Case No.: 24-90120 Judge: Hon. Benjamin P Hursh Debtor's Counsel: Matt Shimanek, Esq. SHIMANEK LAW PLLC 317 East Spruce Street Missoula, MT 59802 Tel: 406-544-8049 Email: matt@shimaneklaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gina Bjorkman as managing 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/SHFJFOQ/JAG_CAPITAL_INVESTMENTS_LLC__mtbke-24-90120__0001.0.pdf?mcid=tGE4TAMA JAGUAR HEALTH: All Five Proposals Approved at Annual Meeting ------------------------------------------------------------ Jaguar Health, Inc. announced it held its 2024 Annual Meeting of Stockholders of the Company on June 21, 2024, at which the stockholders: (1) elected Anula Jayasuriya as Class III director to hold office for a three-year term until the annual meeting of stockholders in 2027 and until his successor is elected and qualified; (2) ratified the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2024; (3) approved, on a non-binding advisory basis, the compensation paid by the Company to named executive officers; (4) approved an amendment and restatement of the Company's 2014 Stock Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2014 Plan by 45,500,000 shares (equivalent to 758,333 shares following the Reverse Stock Split); and (5) approved a proposal to grant discretionary authority to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposal 4. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace fromplants used traditionally in rainforest areas. Its crofelemer drug product candidate is the subject of the OnTarget study, a pivotal Phase 3 clinical trial for prophylaxis of diarrhea in adult cancer patients receiving targeted therapy. Jaguar is the majority stockholder of Napo Therapeutics S.p.A., an Italian corporation established by Jaguar in Milan, Italy, in 2021 that focuses on expanding crofelemer access in Europe. Larkspur, California-based RBSM, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JL TEXAS: Seeks Approval to Hire Lane Law Firm as Counsel --------------------------------------------------------- JL Texas Pallets & Logistics LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Lane Law Firm PLLC as counsel. The firm will provide these services: a. assist, advise, and represent the Debtor relative to the administration of the chapter 11 case; b. assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of the secured creditors; d. assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of the Debtor before said Courts and the United States Trustee; and g. perform all other necessary legal services in these cases. The firm will be paid at these rates: Robert C. Lane $595 per hour Joshua Gordon $550 per hour Associate attorneys $500 per hour Paraprofessionals $150 to $250 per hour Prior to filing the bankruptcy case, the firm received from the Debtor the amount of $2,000.00, on June 3, 2024, to cover filing expenses. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Lane, Esq., a partner at The Lane Law Firm, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About JL Texas Pallets & Logistics LLC JL Texas Pallets & Logistics LLC is a new pallet manufacturer. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S. D. Tex. Case No. 24-30802) on February 28, 2024. In the petition signed by Jerry Marshal, JSM member, the Debtor disclosed $275,185 in total assets and $1,425,750 in total debts. Judge Jeffrey P. Norman oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor as legal counsel. JOHN FITZGIBBON MEMORIAL: Fitch Lowers LongTerm IDR to 'CCC-' ------------------------------------------------------------- Fitch Ratings has downgraded John Fitzgibbon Memorial Hospital, MO (JFMH) Long-Term Issuer Default Ratings (IDR) to 'CCC-' from 'CCC'. Fitch has also downgraded to 'CCC-' from 'CCC' the following bonds issued by the Saline County Industrial Development Authority, MO on behalf of John Fitzgibbon Memorial Hospital (JFMH): - $6.9 million health facilities refunding bonds, series 2010. Fitch does not typically assign Rating Outlooks to the 'CCC' category. Entity/Debt Rating Prior ----------- ------ ----- John Fitzgibbon Memorial Hospital (MO) LT IDR CCC- Downgrade CCC John Fitzgibbon Memorial Hospital (MO) /General Revenues/1 LT LT CCC- Downgrade CCC The downgrade reflects JFMH's ongoing pressured operations, which resulted in an operating loss of $6.2 million, or a negative 3.5% operating EBITDA margin, as of fiscal 2024 (unaudited YE results through April 30, 2024), on a consolidated basis. Continued operating losses will cause JFMH to miss its debt service coverage covenant in fiscal 2024, but the majority of bondholders have indicated that they will provide a waiver for 2024 after the audit is released in August. JFMH has engaged a consultant to provide recommendations. The rating also highlights the hospital's light liquidity position, small size and challenging payor mix which provide a very low margin for safety. Additional supplemental funding anticipated to be received in 2025, by way of the Employee Retention Tax Credit and FEMA reimbursement, may provide the hospital with an extended, but not unlimited runway, to continue to work on improving operations. The hospital has no additional debt capacity. JFMH has continued targeting strategic efforts in order to address operational pressure. This includes revenue cycle enhancements, consolidation of clinics and providers, and capturing opportunities with 340b pharmacy program. These strategic efforts have resulted in a positive 3.8% operating margin for the hospital division, isolated from the physician's group and skilled nursing facility (SNF), for unaudited YE 2024. However, fiscal operating 2024 results are well below budgeted levels despite these efforts due to high labor and other expenses. Operating losses from the physician's group (negative operating margin of 72.1% through unaudited YE 2024) and The Living Center skilled nursing facility (negative operating margin of 15.9%) have resulted in JFMH having to fund operations through cash, on a consolidated basis, resulting in days cash on hand (DCOH) declining to a very weak 22 days for unaudited YE 2024. Fitch believes that JFMH's pathway to financial stability is limited. The reliance on funding operations through cash could result in further downgrades if it continues at the current level. SECURITY The bonds are secured by general revenues of the obligated group, a mortgage on certain system facilities, and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - bb Declining Service Area; Considerable Outmigration of Higher Acuity Volumes Fitch's weak assessment of JFMH's revenue defensibility primarily reflects the socioeconomic indicators of the hospital's primary service area (PSA), which is within Saline County, MO. While the PSA's unemployment rate is in line with national and state averages, the population trends in the county have declined over the last five years. Wealth levels as measured by median household income are below state and national averages and poverty rates are above average as well. JFMH's market position is nearly double that of its leading competitor. As of fiscal 2023, the hospital secures a leading market share of 42% with its nearest competitor at 24%. However, JFMH generally services the area's lower acuity volumes, while higher acuity cases go to either of the two closest competitors, Boone Hospital and University of Missouri Hospital. Both are about 60 miles from JFMH. The hospital's payor mix is midrange as Medicaid and self-pay accounted for 21% of gross revenues as of April 30, 2024. However, current service area conditions are contributing to an increase in self-pay patient volumes. PSA's unemployment rate is in line with national and state averages, while the population trends in the county have declined over the last five years. Wealth levels as measured by median household income are below state and national averages and poverty rates are somewhat above the averages as well. Current service area conditions have contributed to an increase in self-pay patient volumes. Operating Risk - b Operating Losses Continue JFMH's operating risk profile assessment is 'Very Weak' based on the hospital's negative operating income level for fiscal 2024 (unaudited YE results), resulting in a negative operating EBITDA margin of 3.5%. Operational pressure continues to stem from the hospital's physician group and The Living Center, which posted negative operating margins of 72.7% and 6.1%, respectively. JFMH will miss its debt service coverage covenant for 2024, and management has confirmed that the bondholders have indicated they will provide a coverage covenant waiver and is providing monthly updates. JFMH has engaged a consultant and is in the process of implementing recommendations, including outsourcing clinical documentation, bringing inpatient coding in-house, consolidation of clinics and providers. Total opportunities could be up to $2.5 million of estimated expense reduction and revenue optimization. Both Fitch and JFMH's management expected more operational improvement in fiscal 2024. Management-initiated cost efficiencies, such as renegotiating vendor contracts and evaluating labor productivity, its continued effort to enhance its revenue cycle, solidify its 340b drug pricing program, and improve physician productivity, all of which will continue to pave a way toward stabilizing operations. However, the loss of stimulus funding, and significant losses at the physician group and The Living Center, continue to restrain the hospital's ability to break even on operations. Fitch expects management's strategic initiatives to yield a 2.4% operating EBITDA margin in fiscal 2025. Fitch expects JFMH's capital spending to remain relatively low after fiscal 2024 as no major capital projects are planned and JFMH's main focus will be to improve operations. Capital spending is expected to be average approximately $1.0 million annually over the next five years. However, average age of plant is high at 17.6 years as of fiscal 2023, which Fitch believes could necessitate capex that is higher than management's near-term forecast. Financial Profile - b Financial Flexibility Remains Weak JFMH's leverage and liquidity positions have weakened over the last year. JFMH had approximately $15.5 million of total debt outstanding at unaudited FYE 2024, which includes long term bond debt and leases. Unrestricted cash and equivalents decreased to $4.1 million (22 days cash on hand) for unaudited YE 2024 from $5.5 million (28 days cash on hand) for audited YE 2023, as stressed operations required cash funding. Management is anticipating receiving $7.9 million in supplemental revenues in FY 2025, which includes $2.7 million from FEMA and $5.2 million for employer retention tax credit. JFMH could receive up to $8 million in supplemental funding from an Employee Retention Tax Credit and FEMA, but Fitch has modeled a conservative $4 million for FY 2025. Due to modest operating losses and Fitch's capex assumptions, Fitch's scenario analysis shows liquidity being held stable between 20 days-40 days cash on hand and cash-to-adjusted debt between 30%-50% during the forward-look. This scenario includes the 7.9 million to be collected from FEMA and the employee retention tax credit in FY 2025. Due to JFMH's high average age of plant, Fitch believes annual capital spending will average roughly $1.3 million for fiscal years 2024-2025 and increase to about 60% of depreciation for the remainder of the forward-look. This would exceed management's forecast. By fiscal 2026 of the scenario analysis, cash-to-adjusted debt and net adjusted debt to adjusted EBITDA equate to 46% and 5.1x. JFMH's portfolio is invested in 75% cash and cash equivalents, and 25% in fixed income, resulting in modest, but positive investment returns during the forward-look Asymmetric Additional Risk Considerations Very low days cash on hand of 22 days for unaudited fiscal 2024 and insufficient coverage constitute as asymmetric risk considerations for John Fitzgibbon Memorial Hospital and constrain the overall financial profile of the hospital. Management has received indication from bondholders that a waiver will be granted following the posting of the audit in August 2024. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Operating metrics fail to recover to a level producing at least a positive operating EBITDA; - Further balance sheet dilution; - A declaration of bankruptcy, even if payments are still being made on time and in full. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Operating EBITDA margins stabilize at or around 4% based on stabilized operations; - Stabilization of unrestricted liquidity at around the current level of 75% cash-to-adjusted debt with the expectation of additional capex. PROFILE JFMH is a 60-licensed-bed hospital located in Saline County, MO, approximately 80 miles east of Kansas City. Operations also include a 99-bed SNF and several rural health clinics. Total revenues in (unaudited) fiscal 2024 were $65.7 million. Fitch reviews and cites consolidated financial data, and the consolidated entity currently comprises the obligated group. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. JONES COMMODITIES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Jones Commodities LLC PO Box 219 Burley, ID 83318 Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court District of Idaho Case No.: 24-40345 Debtor's Counsel: Steve Taggart, Esq. OLSEN TAGGART PLLC 1449 E. 17th Street, Ste A Idaho Falls, ID 83404 Tel: 208-552-6442 Email: staggart@olsontaggart.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Cameron Smith as manager. 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/LBBMM3Y/Jones_Commodities_LLC__idbke-24-40345__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/TWWEPGA/Jones_Commodities_LLC__idbke-24-40345__0001.0.pdf?mcid=tGE4TAMA JVK OPERATIONS: Seeks to Extend Plan Exclusivity to October 1 ------------------------------------------------------------- JVK Operations Limited and JVK Operations Ltd. of NJ, asked the U.S. Bankruptcy Court for the Eastern District of New York to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to October 1 and December 2, 2024, respectively. Since 2004, the Debtors have been a leading provider of linen, scrubs and other garments in the tri-state area. Their core business is providing laundry services to hospitals and nursing homes in the New York metropolitan area. The Debtors have approximately 14 creditors asserting secured claims in these cases asserting claims of approximately $5.3MM in the aggregate. The Debtors estimate that they will have debts of approximately $5 million from trade vendors and an FLSA claim of in excess of $10 million. Since the Petition Date, the Debtors have worked to address the relationship with their utility providers. After extensive negotiations with the largest providers, the Debtor reached consensual arrangement for adequate assurance and have had no further issues with their providers. By Final Order of the Court dated April 19, 2024 deeming the utility providers adequately assured. The Debtors explain that they seek an extension of the current exclusive periods to avoid the premature formulation of a Chapter 11 plan at this time. Any plan the Debtors propose will be funded in large part by the Debtors' ongoing business. The Debtors believe that it is essential and therefore beneficial to the estate and their creditors that the Debtors be afforded the time necessary in an environment where the Debtors are not distracted with the concomitant threat of competing plans, unproductive confrontations and the increasing administrative costs associated therewith. Finally, the Debtors believe that the proposed extension of the current exclusive periods will not prejudice creditors of the Debtors' estates or other parties-in-interest. To terminate the exclusive periods prematurely would be to deny the Debtors a meaningful opportunity to negotiate with creditors, resume operations, and propose a confirmable plan. This would be contrary to the overall purpose of the Chapter 11 process. Counsel to the Debtors: Robert J. Spence, Esq. Spence Law Office, P.C. 55 Lumber Road, Suite 5 Roslyn, NY 11576 Tel: (516) 336-2060 Fax: (516) 605-2084 Email: rspence@spencelawpc.com About JVK Operations Limited JVK Operations Ltd. is a provider of linen and garments laundry services for healthcare facilities on the East Coast. JVK was founded in 2004 and has been servicing hospitals, nursing homes and healthcare institutions. The Company's processing services include sorting of the soiled linen, washing, drying, ironing packing and delivery according to customer specifications. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-70800) on March 1, 2024. In the petition signed by Vinod Samuel, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert E. Grossman oversees the case. Robert J. Spence, Esq., at SPENCE LAW OFFICE, P.C., represents the Debtor as legal counsel. KCIBT HOLDINGS: S&P Withdraws 'CCC-' Issuer Credit Rating --------------------------------------------------------- S&P Global Ratings withdrew all of its ratings on KCIBT Holdings L.P., including its 'CCC-' issuer credit rating and 'CCC-' and 'C' issue-level rating on its first- and second-lien secured notes, at the issuer's request. At the time of the withdrawal, our the outlook was negative, where it had been since December 2023. KYLE CHAPMAN: Seeks to Extend Plan Exclusivity to September 10 -------------------------------------------------------------- Kyle Chapman Motor Sales, L.P. and affiliates asked the U.S. Bankruptcy Court for the Western District of Texas to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to September 10 and November 12, 2024, respectively. The Debtors operate a used vehicle dealership out of two locations in the greater Austin area and provide on-site financing for the buyers. The Debtors have, collectively, one primary lender, Frost Bank, which has security interests in virtually all assets of the Debtors. The Debtors recently met with representatives from Frost Bank respecting alternatives to a straightforward reorganization funded through the ongoing operations of the Debtors. The Debtors have agreed to consider alternatives which would, if fruitful, allow for a paydown of the debt owed to Frost Bank and provide additional liquidity to the Debtors. The Debtors believe the relevant factors weigh in favor of extending exclusivity. First, the Debtors have been progressing towards a reorganization in good faith and were preparing to file a plan of reorganization based upon current operations but are considering alternatives based upon an inquiry from Frost Bank. The Debtors have been in consistent communication with Frost Bank since the filing of the bankruptcy cases. Second, while the cases are not novel, the operations and accounting of a buy-here pay-here auto dealership presents unique difficulties. The current assets of the Debtors exceed the debt owed to Frost Bank, but such valuation would diminish upon cessation of operations. Third, the Debtors and Frost Bank will need adequate time to negotiate any potential sale of assets with third parties so that the respective parties are in agreement. Any prospective buyer will need to perform due diligence of the notes and the Debtors expect that negotiations will be prolonged. Lastly, and in summary, if the Debtors and Frost Bank, are able to negotiate a sale of a portion of the Debtors' notes receivables to a buyer it should clear the way for a plan of reorganization that should pay all creditors in full and hopefully placate all interested parties. Counsel for the Debtors: Todd Headden, Esq. Charlie Shelton, Esq. HAYWARD PLLC 7600 Burnet Road, Suite 530 Austin, TX 78757 Phone: (737) 881-7100 Email: theadden@haywardfirm.com cshelton@haywardfirm.com About Kyle Chapman Motor Sales Kyle Chapman Motor Sales, L.P. is a family-owned and operated automobile dealer in Buda, Texas. Kyle filed Chapter 11 petition (Bankr. W.D. Tex. Case No. 24-10143) on Feb. 13, 2024, with $1 million to $10 million in both assets and liabilities. Todd Headden, Esq., at Hayward PLLC is the Debtor's legal counsel. LONE STAR: Seeks to Hire DeMarco-Mitchell PLLC as Counsel --------------------------------------------------------- Lone Star Logistics and Delivery, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ DeMarco-Mitchell, PLLC as its counsel. The firm will render these services: a. take all necessary action to protect and preserve the Estate; b. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the estate; and c. formulate, negotiate, and propose a plan of reorganization; and d. perform all other necessary legal services in connection with these proceedings. The hourly rates of the firm's counsel and staff are as follows: Robert T. DeMarco, Esq. $400 Michael S. Mitchell, Esq. $400 Barbara Drake, Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. The firm did not receive a post-petition retainer. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 578-1400 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com About Lone Star Logistics and Delivery, LLC Lone Star Logistics and Delivery, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41357) on June 7, 2024. In the petition signed by Brian Anthony Blackmire, director and owner, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the case. Michael S. Mitchell, Esq., at DeMarco Mitchell, PLLC, represents the Debtor as legal counsel. M & M HOLDINGS: Hires Joseph W. Caldwell as Counsel --------------------------------------------------- M & M Holdings Of Charleston, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Joseph W. Caldwell as counsel. The firm will provide these services: a. provide the Debtor with legal advice with respect to the powers and duties of debt reorganization; b. assist the Debtor in negotiating adequate protection payments with its secured creditors; c. perform such other legal services as necessary, including a Plan of Reorganization. d. perform such other legal services as necessary, including a Plan of Reorganization. The firm will be paid at the rate of $375 per hour. The firm received an advanced retainer in the amount of $11,033. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph W. Caldwell, Esq., a partner at Caldwell & Riffee, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph W. Caldwell, Esq. Caldwell & Riffee, PLLC P.O. Box 44278 Charles, WV 25364 Tel: (304) 925-2100 Email: jcaldwell@caldwellandriffee.com About M & M Holdings of Charleston, LLC M&M Holdings of Charleston, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 24-20099) on May 9, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by CALDWELL & RIFFEE. MARTINEZ PALLET: Case Summary & Six Unsecured Creditors ------------------------------------------------------- Debtor: Martinez Pallet Services, Inc. 3925 W. Linwood Avenue Turlock, CA 95380 Business Description: The Debtor is a pallet supplier in Turlock, California. Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court Eastern District of California Case No.: 24-90343 Judge: Hon. Ronald H Sargis Debtor's Counsel: Gabriel E. Liberman, Esq. LAW OFFICES OF GABRIEL LIBERMAN, APC 1545 River Park Drive, Ste 530 Sacramento, CA 95815 Tel: 916-485-1111 Fax: 916-485-1111 Email: attorney@4851111.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Francisco Mora Martinez as president. 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/LTM2C6Q/Martinez_Pallet_Services_Inc__caebke-24-90343__0001.0.pdf?mcid=tGE4TAMA MAXIMUS SUPPLY: Case Summary & Unsecured Creditors -------------------------------------------------- Eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Maximus Supply Chain Holdings, LLC 24-40167 3535 Brady Lane Lafayette, IN 47909 Maximus Logistics Solutions, LLC 24-40168 3535 Brady Lane Lafayette, IN 47909 Maximus Transport Systems, LLC 24-40169 3535 Brady Lane Lafayette, IN 47909 Maximus Industries Corporation 24-40170 3535 Brady Lane Lafayette, IN 47909 Maximus Logistics Corporation 24-40171 3535 Brady Lane Lafayette, IN 47909 GC3 Logistics, Inc. 24-40172 3535 Brady Lane Lafayette, IN 47909 GC3 Warehousing LLC 24-40173 3535 Brady Lane Lafayette, IN 47909 Action SCS LLC 24-40174 3535 Brady Lane Lafayette, IN 47909 Business Description: Maximus develops innovative solutions and products servicing a variety of industries including automotive, commercial vehicle, agricultural equipment, RVs, and power manufacturing industries. Chapter 11 Petition Date: June 25, 2024 Court: United States Bankruptcy Court Northern District of Indiana Judge: TBA Debtors' Counsel: Sarah L. Fowler, Esq. BLACKWELL BURKE AND FOWLER PC 101 West Ohio Street Suite 1700 Indianapolis, IN 46204 Tel: (317) 635-5005 Email: sfowler@bbrlawpc.com Maximus Supply's Total Assets: $0 Maximus Supply's Total Liabilities: $0 Maximus Logistics Solutions' Estimated Assets: $0 to $50,000 Maximus Logistics Solutions' Estimated Liabilities: $1 million to $10 million Maximus Transport Systems' Estimated Assets: $0 to $50,000 Maximus Transport Systems' Estimated Liabilities: $0 to $50,000 Maximus Industries Corporation's Estimated Assets: $0 to $50,000 Maximus Industries Corporation's Estimated Liabilities: $1 million to $10 million Maximus Logistics Corporation' Estimated Assets: $0 to $50,000 Maximus Logistics Corporation's Estimated Liabilities: $0 to $50,000 GC3 Logistics, Inc.'s Estimated Assets: $0 to $50,000 GC3 Logistics, Inc.'s Estimated Liabilities: $0 to $50,000 GC3 Warehousing's Estimated Assets: $0 to $50,000 GC3 Warehousing's Estimated Liabilities: $0 to $50,000 Action SCS LLC's Estimated Assets: $0 to $50,000 Action SCS LLC's Estimated Liabilities: $0 to $50,000 The petitions were signed by Sam Bazzi, president/CEO. Full-text copies of the petitions containing, among other items, lists of the Debtors' unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G3YWIXQ/Maximus_Supply_Chain_Holdings__innbke-24-40167__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/FTWFYIA/Maximus_Logistics_Solutions_LLC__innbke-24-40168__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/562XT6I/Maximus_Transport_Systems_LLC__innbke-24-40169__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CLTX62Q/Maximus_Industries_Corporation__innbke-24-40170__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/DH62P7A/Maximus_Logistics_Corporation__innbke-24-40171__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/DS4MFRQ/GC3_Logistics_Inc__innbke-24-40172__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/AM3ZUCY/GC3_Warehousing_LLC__innbke-24-40173__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/A2L5SHQ/Action_SCS_LLC__innbke-24-40174__0001.0.pdf?mcid=tGE4TAMA MEDEX LLC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: MedEx, LLC 190 Drive 2002 Saltillo, MS 38866 Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court District of Mississippi Case No.: 24-11781 Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Logan, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KWC7HKQ/MedEx_LLC__msnbke-24-11781__0001.0.pdf?mcid=tGE4TAMA MELT BAR: Hires Frederic P. Schwieg as Bankruptcy Counsel --------------------------------------------------------- Melt Bar and Grilled, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Frederic P. Schwieg, Attorney at Law, as its legal counsel. The firm's services will include preparation of pleadings, examinations or depositions of witnesses, participation in negotiations for the sale of Debtor's assets, and preparation of a Chapter 11 plan of reorganization. The firm will charge an hourly fee of $350. Frederic P. Schwieg is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Frederic P. Schwieg, Esq. Frederic P. Schwieg, Attorney at Law 19885 Detroit Rd #239 Rocky River, OH 44116-1815 Tel: (440) 499-4506 Email: fschwieg@schwieglaw.com About Melt Bar and Grilled, Inc. Melt Bar and Grilled, Inc. owns and operates four restaurants in Ohio. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50879-amk) on June 14, 2024. In the petition signed by Matthew K. Fish, president, the Debtor disclosed $1 million in assets and $10 million in liabilities. Frederic P. Schwieg, Esq., at Frederic P Schwieg Attorney at Law, from PacerMonitor.com. MEXICAN MANUFACTURERS: Taps Michael L. Schmid, CPA as Accountant ---------------------------------------------------------------- Mexican Manufacturers, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Michael L. Schmid, CPA, PLLC, as its accountant. The firm will render these services: a) provide aid to the Debtor, as Debtor-in-Possession, that will facilitate the preparation, maintenance and adjustment of a monthly budget as needed by the circumstances; b) aid in the preparation of the Debtor’s Monthly Operating Reports; c) prepare federal and state tax returns and reports; and d) perform all other financial services for the Debtor, as Debtor-in-Possession, that may become necessary in this proceeding. The accountant will charge $200 per hour for its services. Michael L. Scmid, CPA, manager/owner of Michael L. Schmid, CPA, PLLC, assured the court that he represents no interest adverse to the Debtor or its estate. The firm can be reached through: Michael L. Scmid, CPA Michael L. Schmid, CPA, PLLC 4855 N. Mesa, suite 108 El Paso, TX 79912 Tel: (915) 261-1635 / (915) 726-3350 Email: info@mikeschmidcpa.com About Mexican Manufacturers Mexican Manufacturers, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-30459) on April 16, 2024, listing under $1 million in both assets and liabilities. Miranda & Maldonado, PC represents the Debtor as counsel. MILK STREET: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Milk Street Cafe, Inc. 50 Milk Street Boston, MA 02109 Business Description: Milk Street is a family owned and operated upscale casual restaurant. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court District of Massachusetts Case No.: 24-11233 Debtor's Counsel: John T. Morrier, Esq. CASNER & EDWARDS, LLP 303 Congress Street Boston, MA 02210 Tel: 617-426-5900 Fax: 617-426-8810 Email: morrier@casneredwards.com Total Assets: $1,099,666 Total Liabilities: $3,245,762 The petition was signed by Marc Epstein as president. A full-text copy of the petition is available for free at PacerMonitor.com at: A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RRSTMUA/MILK_STREET_CAFE_INC__mabke-24-11233__0001.0.pdf?mcid=tGE4TAMA MIST HOLDINGS: Plan Exclusivity Period Extended to August 12 ------------------------------------------------------------ Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware extended Mist Holdings, Inc., and affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to August 12 and October 11, 2024, respectively. As shared by Troubled Company Reporter, the Debtors claim that the chapter 11 cases involve four public company Debtor-affiliate entities that had approximately $82.0 million in funded-debt obligations as of the Petition Date. The Debtors have a wide variety of parties in interest, from various vendors and contractual and litigation counterparties to local, state, and federal agencies. Furthermore, the Debtors entered these cases with the goal of selling substantially all of their assets through a sale process. The Debtors successfully achieved this goal and are now in the process of soliciting votes on their plan and working toward confirmation of such plan. Given the public nature of the Debtors' operations and the number of significant assets, this transition is complex. The Debtors commenced these chapter 11 cases with limited liquidity and achieved approval and consummation of the Sale Transactions in three months. The Debtors moved expeditiously through these chapter 11 cases, most notably consummating two value-maximizing Sale Transactions, entering into the Committee Settlement with the Committee, the Prepetition First Lien Secured Lenders, and the DIP Lenders, and filing the Amended Combined Plan and Disclosure Statement. The Debtors' substantial progress administering these chapter 11 cases weighs in favor of an extension of the Exclusivity Periods. Co-Counsel to the Debtors: PACHULSKI STANG ZIEHL & JONES LLP Laura Davis Jones, Esq. David M. Bertenthal, Esq. Timothy P. Cairns, Esq. 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Telephone: 302-652-4100 Facsimile: 302-652-4400 Email: ljones@pszjlaw.com dbertenthal@pszjlaw.com tcairns@pszjlaw.com -and- Joshua A. Sussberg, P.C. Nicole L. Greenblatt, P.C. Elizabeth H. Jones KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: joshua.sussberg@kirkland.com nicole.greenblatt@kirkland.com elizabeth.jones@kirkland.com About Mist Holdings Mist Holdings, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10245) on February 12, 2024, with $100,000,001 to $500 million in assets and liabilities. Judge John T. Dorsey presides over the case. Laura Davis Jones at Pachulski, Stang, Ziehl & Jones LLP represents the Debtor as legal counsel. MONTICELLO CONSTRUCTION: Taps Haley Properties as Broker -------------------------------------------------------- Monticello Construction & Real Estate, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Haley Properties, LLC as its real estate broker. The broker will market and sell the Debtor's property located at 2064 Main Street, Madison Mississippi 39110. The broker will receive a commission 3.5 percent of the selling price of the property. Robin Torrence, a broker of Haley Properties, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robin Torrence Haley Properties, LLC 2064 Main Street Madison, MS 39110 Cell: (601) 720-3436 Office: (601) 910-9010 Email: robin@haleyproperties.com About Monticello Construction & Real Estate Monticello Construction & Real Estate, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-00872) on April 10, 2024, with up to $10 million in both assets and liabilities. Moe Chowdhury, managing member, signed the petition. Judge Jamie A. Wilson oversees the case. The Law Offices of Craig M. Geno, PLLC represents the Debtor as legal counsel. MOUNTAIN DUE: Hires Ciardi Ciardi & Astin as Legal Counsel ---------------------------------------------------------- Mountain Due, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Ciardi Ciardi & Astin as counsel. The firm will provide these services: a. give the Debtor legal advice with respect to its powers and duties as a Debtor-in-Possession; b. prepare on behalf of the Debtor any necessary applications, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor which may be necessary herein. The firm will be paid at these rates: Albert A. Ciardi, III $575 per hour Jennifer C. McEntee $425 per hour Daniel S. Siedman $375 per hour Stephanie Frizlen, Paralegal $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Albert A. Ciardi, III, Esq., a partner at Ciardi Ciardi & Astin, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Albert A. Ciardi, III, Esq. Ciardi Ciardi & Astin 1905 Spruce Street Philadelphia, PA 19103 Tel: (215) 557-3550 Email: aciardi@ciardilaw.com About Mountain Due, LLC Mountain Due, LLC is a Tampa-based fondue franchise with multiple restaurants across the U.S. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11987) on June 10, 2024. In the petition signed by Christopher McCarthy, vice president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Patricia M. Mayer oversees the case. Albert A. Ciardi, III, Esq., at CIARDI CIARDI AND ASTIN, represents the Debtor as legal counsel. MP PPH: Creditors to Get Proceeds From Liquidation -------------------------------------------------- MP PPH LLC filed with the U.S. Bankruptcy Court for the District of Columbia a Disclosure Statement in connection with the Plan of Liquidation dated June 10, 2024. The Debtor is a single asset real estate entity organized under the laws of the state of Delaware. Its principal place of business is located in the District of Columbia. The Debtor owns a 100 percent fee simple interest in a 674-unit market rate multifamily apartment complex located in the 2300 block of Marion Barry Ave., SE known as "Marbury Plaza" (the "Property"). PP & H Realty, LLC is the 100% equity owner of the Debtor. Although the Debtor intends to continue work to rehabilitate the Property in compliance the orders issued in the Superior Court Case, the Debtor has elected to seek sale of the Property and has engaged Marcus and Millichap Real Estate Investment Services of North Carolina, Inc., real estate brokers specializing in sales of large multi-family affordable housing complexes, to market the Property for sale through this bankruptcy. The Debtor is anticipating a Sale of the Property free and clear of all liens, claims, and encumbrances in accordance with the Bid Procedures Motion filed with the Court on May 24, 2024. Clear Investment Group, LLC has agreed to terms for the purchase and Sale of the Property and has agreed to serve as the Stalking Horse Bidder to facilitate a Sale of the Property through this bankruptcy proceeding. The Sale is subject to higher and better offers. Through the Debtor's Plan, the Debtor is proposing to liquidate and satisfy its debts through a sale of its Property and the creation of a Liquidating Trust to receive, further liquidate as necessary, and, distribute all Assets of the Debtor to the Allowed Claimants. Regarding sale of the Property, the Debtor has executed a Purchase and Sale Agreement with Clear Investment Group, LLC, which shall serve as an entry level bid for sale of the Property upon which higher and better bids for sale of the Property may be obtained in an auction process whose terms are to be established through a bidding process established though a separate Bidding Procedures Motion filed by the Debtor. The secured debt encumbering the Property is approximately $55 million. The proposed base sale price in the Sale Agreement is $58.8 million and may be increased if higher and better offers are received through the Auction process set forth in the Bidding Procedures Motion. Upon closing of the Sale of the Property, the proceeds of sale will be used to pay Creditors in accordance with the priority scheme established by the Bankruptcy Code. Holders of Claims in Classes 1–3 will be paid in full from the proceeds of Sale or in accordance with such treatment as holders of those Claims otherwise agree. The funds remaining from the proceeds of sale after payment of Creditors in Classes 1–3 will be provided to the Liquidating Trustee and used to pay expenses of the Trust and make payments to Creditors in Class 4 and Class 5. To ensure a Distribution to Class 5 Claim holders, the Protected Parties following the distribution of the proceeds from the Sale of the Property will contribute whatever funds are necessary to ensure the Liquidating Trustee receives a minimum of $500,000.00 to pay Trust expenses and make Distributions to holders of Class 5 Claims. Class 4 consists of Holders of General Unsecured Claims, except those Claims classified as C.P.P.A./Housing Claims. Except to the extent that a Holder of an Allowed Class 4 Claim agrees to a different and lesser treatment, each Holder of an Allowed Class 4 Claim shall receive from the Liquidating Trustee as provided for in the Liquidating Trust Agreement, in full and complete settlement, satisfaction and discharge of its Allowed Class 4 Claim, such Holder's pro rata share of the portion of the Liquidating Trust Assets serving as the GUC Distribution Pool remaining after payment of the Unclassified Claims and Class 1-3 Allowed Claims. Holders of Class 4 Claims are impaired and are entitled to vote to accept or reject the Plan. The Debtor believes that there are approximately 59 Claim holders with approximately $5,373,035.19 in Class 4 Claims. Class 5 consists of all Holders of C.P.P.A./Housing Claims. For the purposes of clarity, the Class 5 Claims consist of the D.C. C.P.P.A./Housing Claim and Holders of Tenant C.P.P.A./Housing Claims to the extent such claims become Allowable. Except to the extent that a Holder of an Allowed Class 5 Claim agrees to a different and lesser treatment, each Holder of an Allowed Class 5 Claim shall receive from the Debtor, in full and complete settlement, satisfaction and discharge of its Allowed Class 5 Claim, from the Liquidating Trustee as provided for in the Liquidating Trust Agreement, such Holder's pro rata share of the portion of the Liquidating Trust Assets serving as the C.P.P.A./Housing Distribution Pool. Through the Protected Party Contribution, no less than $500,000.00 shall be made available for Distributions toward Allowed Class 5 Claims. Holders of Allowed Class 5 Claims are impaired and are entitled to vote to accept or reject the Plan. The Debtor believes that there are approximately 146 asserted Claims seeking approximately $17,476,351.48 in Class 5. All of these Claims are subject to pending objections and litigation and are contingent, unliquidated, and disputed. Class 7 consists of Holders of Interests. All Interests shall be extinguished as of the Effective Date, and owners thereof shall receive no Distribution on account of such Interests. Upon the closing of the Sale of the Property, the proceeds of sale will be used to pay Creditors pro rata in accordance with the priority scheme established by the Bankruptcy Code. Classes 1–3 will be paid in full from the proceeds of sale or in accordance with such treatment as Holders of those claims otherwise agree. The funds remaining from the proceeds of sale after payment of Creditors in Classes 1–3 will be provided to the Liquidating Trustee and used to make payments to Creditors in Class 4 and Class 5. A full-text copy of the Disclosure Statement dated June 10, 2024 is available at https://urlcurt.com/u?l=9QP3mK from PacerMonitor.com at no charge. MP PPH LLC is represented by: Marc E. Albert, Esq. Tracey M. Ohm, Esq. Joshua W. Cox, Esq. Ruiqiao Wen, Esq. STINSON LLP 1775 Pennsylvania Ave., N.W., Suite 800 Washington, DC 20006 Tel: (202) 785-9100 Fax: (202) 572-9943 Email: marc.albert@stinson.com Email: tracey.ohm@stinson.com Email: joshua.cox@stinson.com Email: ruiqiao.wen@stinson.com About MP PPH LLC MP PPH, LLC is a single asset real estate entity organized under the laws of the state of Delaware. The Debtor filed a Chapter 11 petition (Bankr. D.C. Case No. 23-00246) on Aug. 31, 2023, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Michael A. Abreu, vice president of operations, signed the petition. Judge Elizabeth L. Gunn oversees the case. The Debtor tapped Marc E. Albert, Esq., at Stinson LLP as bankruptcy counsel; Lewis Brisbois Bisgaard & Smith, LLP and NixonPeabody, LLP as special counsels; and Noble Realty Advisors, LLC, as property manager. MRRC HOLD: Hires Hilco Corporate Finance as Investment Banker ------------------------------------------------------------- MRRC Hold Co, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco Corporate Finance as investment banker. The firm's services include: a. Continuing to familiarize itself to the extent that HCF deems appropriate with the commercial, financial, operational, and legal circumstances of Debtors; b. identifying and recommending to Debtors potential buyers and capital sources in connection with a Transaction (as defined in the Engagement Letter); c. creating updated written materials (e.g., a "teaser," confidential information memorandum, management presentation, and form of non-disclosure agreement) to be used in presenting the Transaction opportunity to prospective buyers and capital sources; d. soliciting and reviewing proposals and making recommendations and advising Debtors in negotiating proposals concerning a Transaction; e. assisting Debtors in responding to the due diligence review of potential buyers, including by managing a Virtual Data Room (VDR), and assisting Debtors in organizing, populating, and maintaining the VDR; f. assisting Debtors and its other professional advisors in recommending and negotiating bidding procedures, a sale timeline, and auction guidelines; g. assisting Debtors in soliciting and evaluating acquisition proposals, including during an auction held pursuant to the bidding procedures; h. assisting Debtors and its other professional advisors in negotiating definitive documentation concerning a Transaction and otherwise assisting in the process of closing a Transaction; and i. as necessary, participating in Court hearings and providing testimony in connection with hearings before the Court. The firm will be paid at these rates: a. Debtors shall pay a monthly fee (the "Monthly Fee") of $25,000 for the services provided in connection with this engagement. The Monthly Fee has been paid through June 2024 and the next payment is due July 1, 2024, and then monthly thereafter for the duration of its engagement; b. Debtor shall pay the firm a fee (the "Restructuring Transaction Fee") upon and as a condition to the closing of a Restructuring Transaction of $700,000. As relevant here, a Restructuring Transaction includes, but is not limited to, any restructuring or recapitalization of the Debtors' indebtedness under a plan, provided that the plan is subsequently deemed effective. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Teri Stratton, a senior managing director of Hilco Corporate Finance, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Teri Stratton Hilco Corporate Finance, LLC 5 Revere Dr, Suite 206 Northbrook, IL 60062 Tel: (847) 509-1100 Email: tstratton@hilcocf.com About MRRC Hold Co MRRC Hold Co. (d/b/a Rubio's) is a Mexican restaurant chain specializing in fish tacos. Rubio's has locations across California, Arizona and Nevada. MRRC Hold Co. and two of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11164) on June 5, 2024. In the petition signed by Nicholas D. Rubin as chief restructuring officer, MRRC Hold disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Whiteford, Taylor & Preston LLC as Delaware bankruptcy counsel and Raines Feldman Littrell LLP as general bankruptcy counsel. Force Ten Partners LLC represents the Debtors as CRO provider. Hilco Corporate Finance LLC acts as investment banker to the Debtors, while Hilco Real Estate LLC acts as real estate consultant and advisor. Bankruptcy Management Solutions, Inc. dba Stretto serves as claims and noticing agent to the Debtor. MRRC HOLD: Hires Hilco Real Estate LLC as Real Estate Advisor ------------------------------------------------------------- MRRC Hold Co. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco Real Estate, LLC as real estate advisor. The firm will provide these services: a. meet with the Debtors to ascertain the Debtors' goals, objectives and financial parameters; b. mutually agree with the Debtors with respect to a strategic plan for restructuring extending term, shortening term, or terminating the Leases (the "Strategy"); c. on the Debtors' behalf, negotiate the terms of restructuring, term extension, term shortening, and termination agreements with the landlords under the Leases, in accordance with the Strategy; and d. provide written reports periodically to the Debtors regarding the status of such negotiations; and e. assist the Debtors in closing the pertinent Lease restructuring, term extension, term shortening, and termination agreements. The firm will be paid as follows: (a) Compensation. As compensation for Hilco's Services, the Debtors will pay to Hilco compensation in accordance with the following; provided, that for any Restructured Lease that is rejected during the Chapter 11 Cases, fees shall be due or payable with respect to such Restructured Lease solely to the extent that the Debtors realize the benefit of any Restructured Lease Savings prior to rejection, in which case Hilco's compensation shall be calculated solely based on the Restructured Lease Savings realized by the Debtors prior to rejection; provided, however, if such Lease is subsequently reinstated (whether by a new lease or otherwise following such rejection) Hilco shall be entitled to the Restructured Lease Savings Fee as if such rejection never occurred. (b) Restructuring. For each Lease that becomes a Restructured Lease, Hilco shall earn a fee equal to the Restructured Lease Savings Fee and an Extended Lease Fee for each Lease that is an Extended Lease. The amounts payable on account of a Restructured Lease shall be paid in a lump sum upon closing of the transaction having the effect of restructuring the Lease, which may include a transaction subject to entry of an order by the Court and the running of any applicable appeal periods, approving an assignment to any acquiror of applicable Leases (or any portion thereof), including through a purchase of the Debtors' or a portion of the Debtors' assets to such acquiror (whether through a credit bid, plan of reorganization, 363 sale or otherwise), directly or through designation rights (collectively, a "Bankruptcy Sale Process"). (c) Lease extensions. For each Lease that becomes an Extended Lease, Hilco shall earn a fee equal to the Extended Lease Fee. The amounts payable on account of an Extended Lease shall be paid in a lump sum upon closing of the transaction that provides the Debtors with the extension of the Lease term, which may include a transaction subject to entry of an order by the Court and the running of any applicable appeal periods, approving an assignment to any acquiror of applicable Leases (or any portion thereof), including through a purchase of the Debtors' or a portion of the Debtors' assets to such acquiror, whether through a Bankruptcy Sale Process or otherwise. (d) Termination. For each Lease that becomes a Term Shortened Lease, Hilco shall earn a fee equal to the Term Shortened Lease Fee. The amounts payable on account of a Term Shortened Lease shall be paid in a lump sum upon closing of the transaction that provides the Debtors with an early termination right or has the effect of terminating or otherwise shortening the term of such Lease, which may include a transaction subject to entry of an order by the Court and the running of any applicable appeal periods, approving an assignment to any acquiror of applicable Leases (or any portion thereof), including through a purchase of the Debtors' or a portion of the Debtors' assets to such acquiror, whether through a Bankruptcy Sale Process or otherwise. (e) Expenses. All Expenses (defined below) shall be borne by the Debtors, and Hilco shall be entitled to reimbursement from the Debtors for all Expenses. Billing shall be monthly and invoices are due not later than thirty (30) days after the date of invoice. "Expenses" means all reasonable, documented (through receipts or invoices) out-of-pocket expenses incurred by Hilco in connection with its performance of its Services hereunder, including, without limitation: reasonable expenses of advertising, marketing, coach travel and transportation, including, the cost of out-of-town travel and postage and courier/overnight express fees and other mutually agreed upon expenses incurred in connection with performing the services required by this Agreement. Eric W. Kaup, a partner at Hilco Real Estate, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric W. Kaup Hilco Real Estate, LLC 5 Revere Dr, Suite 206 Northbrook, IL 60062 Tel: (855) 755-2300 Email: ekaup@hilcoglobal.com About MRRC Hold MRRC Hold Co. (d/b/a Rubio's) is a Mexican restaurant chain specializing in fish tacos. Rubio's has locations across California, Arizona and Nevada. MRRC Hold Co. and two of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11164) on June 5, 2024. In the petition signed by Nicholas D. Rubin as chief restructuring officer, MRRC Hold disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Whiteford, Taylor & Preston LLC as Delaware bankruptcy counsel and Raines Feldman Littrell LLP as general bankruptcy counsel. Force Ten Partners LLC represents the Debtors as CRO provider. Hilco Corporate Finance LLC acts as investment banker to the Debtors, while Hilco Real Estate LLC acts as real estate consultant and advisor. Bankruptcy Management Solutions, Inc. dba Stretto serves as claims and noticing agent to the Debtor. MRRC HOLD: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------ MRRC Hold Co. and affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to retain professionals utilized in the ordinary course of business. The Debtor needs ordinary course professionals to perform services for matters unrelated to this Chapter 11 case. The Debtor seeks to pay OCPs 100 percent of the fees and expenses incurred. The Debtor does not believe that any of the ordinary course professionals have an interest materially adverse to it, its estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCP's include: Bartko LLP One Embarcadero Ctr., Suite 800 San Francisco, CA 94111 Labor and employment counsel -- Monthly Fee Cap $30,000 Sitrick and Company 11999 San Vicente Blvd., Suite 400 Los Angeles, CA 90049 Public relations services. -- Monthly Fee Cap$7,500 Jennifer MacDougall General corporate legal services. -- Monthly Fee Cap$5,000 About MRRC Hold MRRC Hold Co. (d/b/a Rubio's) is a Mexican restaurant chain specializing in fish tacos. Rubio's has locations across California, Arizona and Nevada. MRRC Hold Co. and two of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11164) on June 5, 2024. In the petition signed by Nicholas D. Rubin as chief restructuring officer, MRRC Hold disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Whiteford, Taylor & Preston LLC as Delaware bankruptcy counsel and Raines Feldman Littrell LLP as general bankruptcy counsel. Force Ten Partners LLC represents the Debtors as CRO provider. Hilco Corporate Finance LLC acts as investment banker to the Debtors, while Hilco Real Estate LLC acts as real estate consultant and advisor. Bankruptcy Management Solutions, Inc. dba Stretto serves as claims and noticing agent to the Debtor. NEURAGENEX TREATMENT: Taps Keery McCue as Special Counsel --------------------------------------------------------- Neuragenex Treatment Centers, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Keery McCue, PLLC as its special counsel. The firm will provide legal services to Debtor related to a dispute with Bank of America regarding certain bank accounts in which Debtor has a beneficial interest. The Debtor will provide Keery McCue with a $2,500 initial advanced deposit. Patrick Keery, Esq., an attorney at Keery McCue, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Patrick F. Keery, Esq. Keery McCue, PLLC 6803 East Main Street, Suite 1116 Scottsdale, AZ 85251 Telephone: (480) 478-0709 Facsimile: (480) 478-0787 Email: pfk@keerymccue.com About Neuragenex Treatment Centers Neuragenex Treatment Centers, LLC was founded as a next generation chronic pain management program, offering a better way to manage chronic pain that not only relieves pain, but improves health and results in an enhanced and magnified quality of life. It is a non-pharmaceutical, non-surgical, non-invasive, and non-chiropractic pain treatment program. Neuragenex Treatment Centers filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-00631) on Jan. 26, 2024. The petition was signed by William Bozeman as manager. At the time of the filing, the Debtor disclosed $18,097,382 in assets and $50,799,562 in liabilities. Judge Eddward P. Ballinger, Jr. oversees the case. Christopher R. Kaup, Esq., at Tiffany & Bosco, P.A., is the Debtor's counsel. NEXTTRIP INC: Receives Nasdaq Notification Regarding Late Form 10-K ------------------------------------------------------------------- NextTrip, Inc. announced June 21, 2024, it received a notice from the listing qualifications department of the Nasdaq Stock Market LLC indicating that, as a result of the delinquency in the timely filing of the Company's annual report on Form 10-K for the fiscal year ended Feb. 29, 2024, the Company is out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission. In accordance with Nasdaq's listing rules, the Company has 60 calendar days after the date of the Notice to submit a plan to regain compliance with respect to the delinquent 10-K filing. If the plan is accepted by Nasdaq, the Company will have an exception of up to 180 calendar days from the due date of the 10-K, or until Dec. 10, 2024, to regain compliance. About NextTrip, Inc. NextTrip (formerly known as Sigma Additive Solutions, Inc.) -- https://investors.nexttrip.com -- is a technology-driven platform delivering innovative solutions for business and leisure travel. NextTrip Leisure provides individual and group travelers with vacations to the most popular and sought-after destinations in Mexico, the Caribbean and across the world. NextTrip Business is an online corporate travel and expense management solution with a large inventory of travel options and discounted rates. NextTrip Solutions offers travel technologies that make the jobs of alternative lodging property managers, wholesalers, distributors and other travel industry players easier and more efficient. "Due to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of the filing of this Quarterly Report," said Nexttrip in its Quarterly Report for the period ended Sept. 30, 2023. NORTH CAROLINA THEATRE: Plan Exclusivity Period Extended to Aug. 21 ------------------------------------------------------------------- Judge David M. Warren of the U.S. Bankruptcy Court for the Eastern District of North Carolina extended The North Carolina Theatre's exclusive periods to file a plan of reorganization and obtain acceptance thereof to August 21 to October 20, 2024, respectively. The court finds that granting the relief sought in Debtor's Motion would not prejudice any party to Debtor's bankruptcy estate and said relief has been sought in good faith. The North Carolina Theatre is represented by: Jason L. Hendren, Esq. Rebecca F. Redwine, Esq. Benjamin E.F.B. Waller, Esq. Lydia C. Stoney, Esq. HENDREN, REDWINE & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 420-7867 Fax: (919) 420-0475 E-mail: jhendren@hendrenmalone.com rredwine@hendrenmalone.com bwaller@hendrenmalone.com lstoney@hendrenmalone.com About The North Carolina Theatre The North Carolina Theatre is a professional theatre company producing live musical theatre. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00596) on February 23, 2024. In the petition signed by John A. Zaloom, chairman of the Board of Directors, the Debtor disclosed $204,912 in assets and $2,123,225 in liabilities. Judge David M. Warren oversees the case. Rebecca F. Redwine, Esq., at HENDREN, REDWINE & MALONE, PLLC, represents the Debtor as legal counsel. NORTHRIVER MIDSTREAM: S&P Rates US$525MM Senior Secured Notes 'BB' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to NorthRiver Midstream Finance L.P.'s (NRM) US$525 million senior secured notes due 2032. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. The company will use proceeds from this issuance to redeem its 2026 notes and to repay a portion of the revolver borrowings outstanding under its credit facility, as required. The issuer credit rating on NRM of 'BB' with a stable outlook is unchanged. S&P expects NRM's leverage (S&P Global Ratings-adjusted) will remain below 5.5x through 2024. NOVABAY PHARMACEUTICALS: Registers 298,355 Shares for Resale ------------------------------------------------------------ NovaBay Pharmaceuticals, Inc. filed with the U.S. Securities and Exchange Commission its Form S-1 relating to the resale, from time to time, by the selling stockholders -- Alpha Capital Anstalt, Altium Growth Fund, LP, Armistice Capital, LLC, Bigger Capital Fund, LP, and District 2 Capital Fund LP -- of up to an aggregate of 298,355 shares the Company's common stock, par value $0.01 per share, issuable upon the: (i) exercise of outstanding Series C warrants to purchase shares of Common Stock, (ii) exercise of outstanding Series D warrant to purchase shares of Common Stock, (iii) exercise of outstanding Series E warrants to purchase shares of Common Stock, and (iv) conversion of Unsecured Convertible Notes due March 25, 2026, into shares of Common Stock. The Series C Warrants were originally sold to accredited investors in a private placement that was consummated on December 21, 2023, pursuant to letter agreements of the same date, by and between the Company and each of the Selling Stockholders. The Series D Warrant and the Unsecured Convertible Notes were originally issued in a private placement on March 25, 2024, to the Selling Stockholders who hold our Original Discount Senior Secured Convertible Debentures due November 1, 2024, in consideration for such Selling Stockholders agreeing to (i) enter into agreements with us that reduce the collateral available for repayment of the Secured Convertible Notes and (ii) terminate a subsidiary guarantee under the Secured Convertible Notes which was a closing condition to complete the sale of the Company's former wholly-owned subsidiary, DERMAdoctor, LLC. The Series E Warrants were originally sold to accredited investors in a private placement that was consummated on June 17, 2024, pursuant to letter agreements of the same date, by and between the Company and each of the Selling Stockholders. Novabay said, "We are registering the resale of the Shares by the Selling Stockholders pursuant to the terms and conditions of (i) the 2023 Letter Agreements and in connection with the 2023 Warrant Reprice Transaction, (ii) the agreements related to the 2024 Subsidiary Guarantee Termination Transaction and in connection with the 2024 Subsidiary Guarantee Termination Transaction, and (iii) pursuant to the terms and conditions of the 2024 Letter Agreements and in connection with the 2024 Warrant Reprice Transaction." "Our registration of the Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Shares. The Selling Stockholders may sell all or a portion of the Shares being offered pursuant to this prospectus at the prevailing market prices at the time of sale or at negotiated prices." "We will not receive any proceeds from the sale of the Shares by the Selling Stockholders. However, upon any cash exercise of the Warrants by the Selling Stockholders, we will receive cash proceeds per share equal to the exercise price of such Warrants. If the Warrants are exercised in a cashless exercise, we will not receive any proceeds from the exercise of the Warrants. Upon the conversion of any portion of the Unsecured Convertible Notes, the amount of debt outstanding and owed by us will be reduced by the amount of the Unsecured Convertible Notes that was converted into shares of Common Stock. The Selling Stockholders will each bear all commissions and discounts, if any, attributable to their respective sales of the Shares. We will bear the costs, expenses and fees in connection with the registration of the Shares." A full-text copy of the Form S-1 is available at: https://www.sec.gov/Archives/edgar/data/1389545/000143774924020830/nby20240619_s1.htm About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- develops and sells scientifically created and clinically proven eyecare and skincare products. The Company's leading product, Avenova Antimicrobial Lid and Lash Solution, or Avenova Spray, is proven in laboratory testing to have broad antimicrobial properties as it removes foreign material including microorganisms and debris from the skin around the eye, including the eyelid. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has sustained operating losses for the majority of its corporate history and expects that its 2024 expenses will exceed its 2024 revenues, as the Company continues to invest in its commercialization efforts. Additionally, the Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company has determined that its planned operations raise substantial doubt about its ability to continue as a going concern. NUZEE INC: Two Directors Resign From Board; Replacements Named -------------------------------------------------------------- Nuzee, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 18, 2024, J. Chris Jones, and on June 19, 2024, David G. Robson, resigned from the board of directors of the Company and each committee of the Board of which they were a member. Neither Mr. Jones' nor Mr. Robson's resignation was due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices, the Company said in the Report. Appointment of Directors Also on June 19, 2024, Jian Liu and Zongmei Huang were appointed to the Board as directors to fill the vacancies created by Mr. Jones' and Mr. Robson's resignations. It has not yet been determined on which committees of the Board Mr. Liu or Ms. Huang will serve. Mr. Liu Jian has been serving as the Design Director and Operations Director at MBV International Limited (01957.HK) since 2020. During his tenure, he undertook design work and also gained extensive experience in market operations. Mr. Liu Jian is familiar with marketing strategies and promotion skills to effectively expand the market and enhance the company's reputation. Mr. Liu Jian graduated from Shandong Fashion University with a major in Visual Communication in 2014. From 2014 to 2020, he worked at Beijing Zhouji Technology Co., Ltd. and Zhengbang Creative (Beijing) Brand Technology Co., Ltd. Ms. Huang previously held senior management positions at PPS Baolian Company and ISS World Company in Hong Kong. Since 2019, she has served as the CEO of XinRui Technology Co., Limited, a Hong Kong-based company that invests in the fully globalized technology industry. Its main focus is to assist Chinese companies in expanding their global business overseas. Through various means such as venture capital and private equity, it helps Chinese technology companies in the growth cycle achieve their global development strategy. XinRui's investment field focuses on digital scenarios, covering multiple areas such as enterprise services, cloud services, network security, financial technology, cross-border supply chain, retail consumption, e-commerce, logistics, and digital entertainment. About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats, as well as a co-packer of coffee brew bags, which is also referred to as tea-bag style coffee. In addition to its single serve pour over and coffee brew bag coffee products, the Company has expanded its product portfolio to offer a third type of single serve coffee format, DRIPKIT pour over products, as a result of its acquisition of substantially all of the assets of Dripkit, Inc. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. OFFICE PROPERTIES: Moody's Cuts CFR to Caa3 & Unsecured Notes to Ca ------------------------------------------------------------------- Moody's Ratings downgraded Office Properties Income Trust's Corporate Family Rating to Caa3 from Caa2. Moody's also affirmed the Caa1 rating on OPI's existing senior secured notes, assigned a Caa2 rating to OPI's newly issued senior secured notes due 2029, and downgraded the rating on the REIT's senior unsecured notes to Ca from Caa2 and the senior unsecured shelf rating to (P)Ca from (P)Caa2. The speculative grade liquidity (SGL) rating is unchanged at SGL-4. The outlook is negative. The action follows OPI's recently concluded debt transaction which saw it exchange $865 million of unsecured notes (par value) for $567 million of new secured notes due 2029. Moody's view the exchange of existing debt at a discount to par as a distressed exchange, which under Moody's definition amounts to a default. Governance, in particular financial strategy, is a key driver of rating action. RATINGS RATIONALE OPI's Caa3 CFR reflects the REIT's high financial leverage and operating risks and weak liquidity. The REIT continues to face significant maturities with its next being around $500 million of debt maturing in February 2025. The current SGL-4 reflects Moody's expectation that OPI's upcoming debt maturities will require the company to engage in further debt exchange transactions, assets sales or secured financings, the success of which is uncertain. OPI has a good sized portfolio, with about $4.6 billion of gross assets. It has a good quality tenant roster with a high percentage of investment grade-rated tenants. Post exchange transaction, the company's leverage will remain high (pro-froma net debt/EBITDA 7.5x) and the high coupon of the new notes will lead to fixed charge coverage declining to around 1.5x pro-forma. Additional credit challenges include OPI's mixed asset quality and difficult office leasing conditions due to a weak macroeconomic environment and the evolving transition to a hybrid work environment. In addition, OPI has material leases coming up over the next two years, with 22% of annualized rental income expiring by the end of 2025. Moody's also view OPI's external management structure as a credit challenge, creating potentially significant conflicts of interest between investors and management. The negative outlook reflects OPI's continued liquidity pressures and Moody's concerns that further debt exchanges or restructuring transactions could occur in the coming quarters. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade is unlikely given the negative outlook, but longer term would require stable operating metrics, adequate liquidity including refinancing near term maturities at par, and improved recovery expectations. Ratings could be downgraded if liquidity deteriorates further for any reason or if the probability of default, including a financial restructuring or distressed exchange, increases for any reason or expected overall recovery levels decline. Office Properties Income Trust is a real estate investment trust that owns and operates office buildings in select markets throughout the Unites States. Gross Assets were roughly $4.6 billion as of March 31, 2024. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in February 2024. ONDAS HOLDINGS: Board Appoints Neil Laird as Interim CFO -------------------------------------------------------- Ondas Holdings Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 21, 2024, the Board of Directors of the Company appointed Neil Laird interim chief financial officer (principal financial and accounting officer), treasurer and secretary of the Company, effective June 21, 2024. Mr. Laird has served as a consultant for the Company since 2021 through Letzhangout LLC dba AM Consulting. On June 21, 2024, Yishay Curelaru resigned as chief financial officer, treasurer, secretary of the Company, effective June 21, 2024, due to his continued service in the Israeli army amidst the reported hostilities and conflict in Israel. Mr. Curelaru will continue to serve as chief financial officer of the Company's subsidiary, Airobotics Ltd. Mr. Laird, 71, is an experienced financial executive who works with companies to provide accounting and finance related services. Since 2021, Mr. Laird has served as fractional chief financial officer of NovAccess Global Inc., a publicly traded company. Since May 2021, Mr. Laird has been an employee of AM Consulting. Since 2017, Mr. Laird has worked with several technology and other companies as a consultant. From June 2011 until November 2016, Mr. Laird served as the chief financial officer of Mobileum Inc., a private company providing roaming and other solutions to the telecommunications industry. Prior to that, Mr. Laird was chief financial officer of SumTotal Systems, Inc., a provider of enterprise learning management systems, and before that, chief financial officer of ADAC Laboratories, a provider of nuclear medicine and PET systems. Both SumTotal Systems and ADAC Laboratories were publicly traded companies. Mr. Laird has an MA from the University of Cambridge and is qualified as a UK chartered accountant. Mr. Laird's professional efforts and focus will be concentrated on the Company; however, he will remain an employee of AM Consulting and fractional chief financial officer of NovAccess. On June 21, 2024, the Company entered into a Services Agreement with AM Consulting pursuant to which AM Consulting agreed to provide the Company consulting services as set forth in a statement of work. Pursuant to the Statement of Work, AM Consulting shall provide staff resources to perform CFO services for (i) $40,000 per month and (ii) warrants to purchase 90,910 shares of the Company common stock, par value $0.0001 per share, at an exercise price of $0.66. The Audit Committee of the Board also approved the Services Agreement and Statement of Work as related party transactions. Since Jan. 1, 2024, the Company paid AM Consulting an aggregate of $323,162 for consulting services to the Company. About Ondas Holdings Marlborough, Mass.-based Ondas Holdings Inc. is a provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks Inc., Ondas Autonomous Holdings Inc., Airobotics, Ltd, and American Robotics, Inc. Somerset, N.J.-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has experienced recurring losses from operations, negative cash flows from operations and a working capital deficit as of Dec. 31, 2023. OTSO ENERGY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: OTSO Energy Solutions, LLC 7102 North Sam Houston Pkwy W Suite 140 Houston, TX 77064 Business Description: OTSO offers design, engineering, and fabrication solutions for wellhead systems and process equipment. The Company's most recent innovations include the BoneDry Glycol Dehydration systems to replace mole sieve for cryogenic dehydration applications, the DewDry Dehy for standard glycol dehydration applications, and the SlugOTSO Slug Catcher systems. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-32847 Judge: Hon. Jeffrey P. Norman Debtor's Counsel: Timothy L. Wentworth, Esq. OKIN ADAMS BARTLETT CURRY LLP 1113 Vine St., Suite 240 Houston, TX 77002 Tel: (713) 228-4100 Fax: (888) 865-2118 Email: twentworth@okinadams.com Total Assets: $1,936,087 Total Liabilities: $3,665,707 The petition was signed by Barrett Bates as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CNYBVYQ/OTSO_Energy_Solutions_LLC__txsbke-24-32847__0001.0.pdf?mcid=tGE4TAMA OYO FITNESS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: OYO Fitness, Inc. 92400 High Drive Leawood, KS 66206 Business Description: OYO Fitness is an online marketplace that offers sporting goods fitness equipment. Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court District of Kansas Case No.: 24-20781 Judge: Hon. Robert D Berger Debtor's Counsel: Colin Gotham, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 Email: cgotham@emlawkc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Barbara Salvaggio, administrator of the Estate of Paul Francis. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/72FUCVI/OYO_Fitness_Inc__ksbke-24-20781__0001.0.pdf?mcid=tGE4TAMA P3 PURE: Hires HMP Advisory Holdings as Financial Advisor --------------------------------------------------------- P3 PURE LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ HMP Advisory Holdings, LLC dba Harney Partners as financial advisor. The firm will provide these services: a. review and understand Debtor's current financial statements, including its balance sheet, statement of operations and cash flow; b. understand Debtor's organization (personnel); related entities; critical customers, suppliers and other relationships; c. identify Debtor's creditors, amount of debt obligations, timing of principal and interest payment requirements, and related collateral; d. develop flow forecasting models to aid Debtor in managing its cash position and forecasting liquidity needs on a weekly basis; e. assist Debtor and Debtor's counsel with general matters related to a restructuring and chapter 11 proceeding; f. assist Debtor with preparation of any bankruptcy-required reporting, including Monthly Operating Reports (MOR); g. assist Debtor to develop and maintain thirteen-week cash forecasts and any budget-to-actual reporting as may be required by debtor-in-possession financing; and h. support the development of the Plan of Reorganization, including financial projections, liquidation analysis, claims analysis and reconciliation, and other analysis, as needed. The firm will be paid at these rates: Executive Vice President $550 per hour Managing Director $450 per hour Senior Advisor $250 per hour The firm will was paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bill Paterson, Esq., a partner at HMP Advisory Holdings, LLC dba Harney Partners a, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bill Paterson Harney Partners 8911 N. Capital of Texas Hwy. Suite 2120 Austin, TX 78759 Tel: (512) 633-3696 Email: bpatterson@hareneypartners.com About P3 PURE LLC P3 Pure LLC is a manufacturer of deodorants and body care products. The Debtor sought protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10532) on May 13, 2024. In the petition signed by Amy Perez, founder/CEO, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Shad Robinson oversees the case. R. Adam Swick, Esq., at Akerman LLP, represents the Debtor as legal counsel. The Debtor is represented by Randall Adam Swick, Esq., at Akerman LLP. P3 PURE: Seeks to Hire Akerman LLP as Counsel --------------------------------------------- P3 PURE LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Akerman LLP as Counsel. The firm's services include: a. advising and assisting the Debtor with respect to compliance with the requirements of the United States Trustee; b. advising the Debtor with respect to its powers and duties as a debtor in possession; c. advising the Debtor on the conduct of its Bankruptcy Case including all of the legal and administrative requirements of operating in chapter 11; d. attending meetings and negotiating with the representatives of creditors and other parties in interest, including the Debtor's landlord(s); e. taking all necessary actions to protect and preserve the Debtor's estate; f. preparing pleadings in connection with the Bankruptcy Case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; g. making any court appearances on behalf of the Debtor; h. assisting the Debtor in the formulation, negotiation, confirmation, and implementation of a Subchapter V, Chapter 11 plan and any auction, sale, or other disposition of its assets; and i. taking such other action and performing such other services as the Debtor may require of Akerman in connection with the Bankruptcy Case and any related proceedings. The firm will be paid at these rates: Adam Swick, Partner $650 per hour David W. Parham, Partner $945 per hour Laura Taveras, Associate $450 per hour Teresa Barrera, Paralegal $365 per hour The firm will be paid an advanced retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Adam Swick, a partner at Akerman LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: R. Adam Swick, Esq. AKERMAN LLP 500 West 5th Street, Suite 1210 Austin, Texas 78701 Telephone: (737) 999-7103 Facsimile: (512) 623-6701 Email: adam.swick@akerman.com About P3 PURE LLC P3 Pure LLC is a manufacturer of deodorants and body care products. The Debtor sought protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10532) on May 13, 2024. In the petition signed by Amy Perez, founder/CEO, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Shad Robinson oversees the case. R. Adam Swick, Esq., at Akerman LLP, represents the Debtor as legal counsel. The Debtor is represented by Randall Adam Swick, Esq., Akerman LLP. PAPER IMPEX: Hires Estelle Miller CPA as Accountant --------------------------------------------------- Paper Impex USA Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Estelle Miller CPA as accountant. The firm will provide these services: a. gather and verify all pertinent information required to compile and prepare monthly operating reports; and b. prepare monthly operating reports. The firm will be paid at $300 per report. The Debtor paid the firm a retainer in the amount of $3,000 on March 12, 2024. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Estelle Miller, CPA, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Estelle Miller, CPA Tel: (347) 570-7002 Email: estellemillercpa@gmail.com About Paper Impex USA Inc. Paper Impex USA Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-41618) on April 16, 2024, listing $2,724 in assets and $2,715,113 in liabilities. The petition was signed by Zafar Israilov as president. Judge Nancy Hershey Lord presides over the case. Alla Kachan, Esq. at the LAW OFFICES OF ALLA KACHAN, P.C. represents the Debtor as counsel. PAPER IMPEX: Seeks to Tap Alla Kachan P.C. as Bankruptcy Counsel ---------------------------------------------------------------- Paper Impex USA Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Alla Kachan as its counsel. The firm will provide these services: a. assist the Debtor in administering the bankruptcy case; b. make such motions or taking such action as may be appropriate or necessary under the Bankruptcy Code; c. represent the Debtor in prosecuting adversary prosecuting to collect assets of the estate such other actions as Debtor deem appropriate; d. take such steps as may be necessary for Debtor to marshal and protect the estate's assets; e. negotiate with Debtor's creditors in formulating a plan of reorganization for Debtor in this case; f. draft and prosecute the confirmation of Debtor's plan of reorganization in this case; and g. render such additional services as Debtor may require in the bankruptcy case. The firm will be paid at these rates: Attorney $475 per hour Clerk and Paraprofessional $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Alla Kachan, a partner at Law Offices of Alla Kachan, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue., Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Paper Impex USA Inc. Paper Impex USA Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-41618) on April 16, 2024, listing $2,724 in assets and $2,715,113 in liabilities. The petition was signed by Zafar Israilov as president. Judge Nancy Hershey Lord presides over the case. Alla Kachan, Esq. at the LAW OFFICES OF ALLA KACHAN, P.C. represents the Debtor as counsel. PDT INC: Seeks to Hire DiMarco Warshaw as Bankruptcy Counsel ------------------------------------------------------------ PDT Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire DiMarco Warshaw, APLC as general bankruptcy counsel. The firm will render these services: 1. advise the Debtor of its duties as a Debtor in Possession and to represent the Debtor as a Debtor in Possession; 2. advise the Debtor regarding the requirements of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the requirements of the Office of the United States Trustee pertaining to the administration of the Estate and the use thereof; 3. advise and represent the Debtor concerning its rights and remedies regarding the assets of the Estate; 4. prepare, among other things, motions, applications, answers, orders, memoranda, status or monthly operating reports, and papers in connection with the administration of the Estate; 5. protect and preserve the Estate by prosecuting and defending actions commenced by or against the Debtor; 6. analyze and prepare necessary objections to proofs of claim filed against the Estate; 7. conduct examinations of witnesses, claimants, or other adverse or third parties; 8. represent the Debtor in any proceeding or hearing in the Court; 9. negotiate, formulate, and draft any plan(s) of reorganization and disclosure statement(s); 10. advise and represent the Debtor in connection with their investigation of potential causes of action against persons or entities; and 11. render such other advice and services as the Debtor may require in connection with the Case. The firm will be paid at these hourly rates: Darren J. DiMarco, Partner $400 Andy C. Warshaw, Partner $400 Martha A. Warriner, Of Counsel $400 Other Of Counsel Attorney $400 Paralegals / Paraprofessionals $195 As disclosed in the court filings, DiMarco Warshaw is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code and does not hold any interest adverse to the estate. The firm can be reached through: Andy C. Warshaw, Esq. DiMarco Warshaw, APLC PO Box 704 San Clemente, CA 92674 Phone: (949) 345-1455/(760)409-7705) Emails: andy@dimarcowarshaw.com martha@dimarcowarshaw.com About PDT Inc. PDT Inc. offers auto detailing products. PDT Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 24-02171) on June 13, 2024, listing $196,436 in assets and $1,219,905 in liabilities. The petition was signed by John Wilkoski as president. Andy Warshaw, Esq. at DIMARCO WARSHAW, APLC represents the Debtor as counsel. PERFECTWERKS SOLUTIONS: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: PerfectWerks Solutions Inc. 7829 Center Blvd SE, #257 Snoqualmie, WA 98065 Business Description: PerfectWerks is a seller of coffee growler, beer growlers, tumblers and accessories. Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court Western District of Washington Case No.: 24-41380 Judge: Hon. Mary Jo Heston Debtor's Counsel: Laurie Thornton, Esq. DBS LAW 155 NE 100th St., Suite 205 Seattle, WA 98125 Tel: (206) 489-3802 Email: lthornton@lawdbs.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Nils Lahr as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HB752OI/PerfectWerks_Solutions_Inc__wawbke-24-41380__0001.0.pdf?mcid=tGE4TAMA PROVIDER TRANSPORT: Taps Law Office of Thomas R. Willson as Counsel ------------------------------------------------------------------- Provider Transport, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Law Office of Thomas R. Willson as counsel. The firm will give the Debtor legal advice with respect to the Debtor's power and duties as Debtor-in-possession in the continued operation of the Debtor's business and management to the Debtor's property and perform all legal services for the Debtor-in-possession which may be necessary. The firm will be paid based upon its normal and usual hourly billing rates. It will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas R. Willson, Esq. Law Office of Thomas R. Willson 1330 Jackson Street Suite C Alexandria, LA 71301 Tel: (318) 442-8658 Fax: (318) 442-9637 Email: rocky@rockywillsonlaw.com About Provider Transport, LLC Provider Transport, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. W.D. La. Case No. 24-80354) on June 15, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Thomas R. Willson, Esq. at Law Office of Thomas R. Willson represents the Debtor as counsel. PRR 200 LLC: Amends Stellar Homes Secured Claims Pay Details ------------------------------------------------------------ PRR 200 LLC submitted an Amended Disclosure Statement in connection with its Amended Chapter 11 Plan dated June 10, 2024. The Debtor filed an Amended Plan of Reorganization, which provides for sale of the Debtor's Property, its sole asset, and distribution of proceeds to creditors as follows: The Debtor will pursue sale of the Property through an executed Agreement of Sale for a sale price of $1,325,000. The proceeds of this sale at the contract sale price will provide full payment of the claims of all creditors, which have been filed and/or scheduled in an aggregate amount of $1,101,833.35. If sale of the Property does not occur through the Agreement of Sale, the Debtor will continue to actively market and sell the Property, as it has done during the pendency of this chapter 11 case. At its option, the Debtor will have six months from the Effective Date of the Plan to market and sell the Property without engaging a realtor. If the Property is not sold within that time, the Debtor shall engage a realtor and have an additional six months to market and sell the Property. The proceeds of any such sale of the Property will be distributed to creditors, after applicable costs and fees, first to secured creditors (who in the aggregate hold scheduled and/or filed claims of $884,833.35) and second to unsecured creditors (who in the aggregate hold scheduled and/or filed claims of $217,000). If the Property is not sold pursuant to the Agreement of Sale or by the Debtor within the 12-month Marketing Period, then the Property will likely be sold via tax sale or sheriff's sale, with no distributions expected to be made to unsecured creditors. Likewise, if the Debtor's Amended Plan of Reorganization is not confirmed, this chapter 11 case will likely be dismissed and sale of the Property will likely occur via tax sale or sheriff's sale and no distributions are expected to be made to unsecured creditors. The Plan provides for the liquidation of the Debtor's only asset, the Property, and distribution of the proceeds to the Debtor's creditors according to their priority under the Bankruptcy Code. The Debtor believes the Plan provides consideration to all Classes of creditors that reflects an appropriate treatment of their claims. The Plan allows the Debtor to (i) sell the Property under an executed Agreement of Sale that will provide full payment of all Claims, or, (ii) if that sale is not consummated, subject the Property to the open market to maximize its value for the benefit of Creditors. Finally, by selling the Property pursuant to a confirmed Plan, the sale will be exempt from transfer taxes, the savings from which can be passed onto Creditors. Class 2 consists of the Secured Claim of Stellar Homes, LLC. Stellar Homes filed a claim in the amount of $839,186.62, which is secured by a Mortgage Lien. Since the Debtor disputes the extent to which the claim is allowed, the Debtor anticipates objecting to the claim so that the proceeds from the sale of the Debtor's Property shall be paid to Stellar Homes at closing to reduce and/or satisfy its Allowed Secured Claim in accord with the Waterfall. To the extent of its Allowed Secured Claim, Stellar Homes shall retain its lien on the Property to the same extent, priority, and validity as it held as of the Petition Date until either: (i) said Allowed Secured Tax Claim is paid in full, or (ii) the Property is sold, at which point Stellar Homes' lien in the Property will be divested as to the Property and continue only in proceeds to which it is entitled under the Waterfall. Class 2 is impaired and consequently the holder of the Class 2 Claim is entitled to vote on the Plan. Like in the prior iteration of the Plan, available proceeds from the Unsecured Fund shall be distributed by the Debtor within 30 days of the sale of the Property, pro rata, to Creditors holding an Unsecured Claim. The funds necessary for the implementation of the Plan shall be from the proceeds from the sale of the Property in accordance with the Sale Procedure. The Debtor will pursue sale of the Property through the Agreement of Sale for a sale price of $1,325,000. In the event that the Property is not sold pursuant to the Agreement of Sale, the Debtor shall actively market and pursue the sale of the Property. The Debtor shall have the right, but not the obligation, to do so through a licensed realtor for six months following the Effective Date. If the Property is not sold within six months of the Effective Date, the Debtor shall engage a licensed realtor to market and sell the property for an additional six months (together with the initial six-month period, the "Marketing Period"). Any realtor engaged by the Debtor prior to the entry of the Confirmation Order shall be implemented pursuant to an application filed with and approved by this Court. Any post-confirmation engagement of a realtor may be done without the approval of this Court. A full-text copy of the Amended Disclosure Statement dated June 10, 2024 is available at https://urlcurt.com/u?l=Gn0BSn from PacerMonitor.com at no charge. Attorneys for the Debtor: David B. Smith, Esq. Nicholas M. Engel, Esq. Smith Kane Holman, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Telephone: (610) 407-7215 Facsimile: (610) 407-7218 Email: dsmith@skhlaw.com About PRR 200 LLC PRR 200, LLC, is a single-asset real estate company that owns mixed-use real property located at 200 W. Lancaster Avenue, Reading, PA (the "Property"), which the Debtor purchased in February 2020. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-13025) on Oct. 6, 2023. In the petition filed by Shloime Horowitz, sole member, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Patricia M. Mayer oversees the case. David B. Smith, Esq., at Smith Kane Holman, LLC, is the Debtor's legal counsel. PULSE PHYSICIAN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Pulse Physician Organization, PLLC 119 Medical Park Ln Ste D Huntsville, TX 77340-4980 Business Description: The Debtor is a medical group that specializes in medical weight loss, pain management, interventional cardiology, internal medicine, family medicine, and podiatry. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-32860 Judge: Hon. Jeffrey P Norman Debtor's Counsel: Robert C Lane, Esq. THE LANE LAW FIRM 6200 Savoy Dr Ste 1150 Houston TX 77036-3369 Tel: (713) 595-8200 Email: notifications@lanelaw.com Total Assets: $2,556,518 Total Debts: $3,395,617 The petition was signed by Gaurav Aggarwala as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EC32BVI/Pulse_Physician_Organization_PLLC__txsbke-24-32860__0001.0.pdf?mcid=tGE4TAMA R PRODUCTIONS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: R Productions, LLC 2322 N. Batavia Street #102 Orange, CA 92865 Business Description: R Productions is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Chapter 11 Petition Date: June 25, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11587 Judge: Hon. Theodor Albert Debtor's Counsel: Stephen R. Wade, Esq. THE LAW OFFICES OF STEPHEN R. WADE 5150 E. Pacific Coast Hwy. Ste. 210 Long Beach, CA 90804 Tel: (909) 575-7597 Email: srw@srwadelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by Michael Meyer as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Z4WRYYA/R_Productions_LLC__cacbke-24-11587__0001.0.pdf?mcid=tGE4TAMA RB GLOBAL: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive ----------------------------------------------------------------- Moody's Ratings has affirmed RB Global Inc.'s Ba2 corporate family rating, its Ba2-PD probability of default rating, and its Ba2 senior secured rating on its bank credit facilities. At the same time, Moody's have also affirmed Ritchie Bros. Holdings Inc.'s Ba2 senior secured rating and B1 senior unsecured rating. Both notes issued by Ritchie Bros. Holdings Inc. are guaranteed by RB Global. The rating outlook was changed to positive from stable. "The change in outlook reflects the realization of benefits from the IAA Inc. acquisition last year, including improved margins and greater business diversification, as well as the expectation that the company will continue to repay debt in line with its stated commitment to deleveraging following the transaction", said Jamie Koutsoukis, Moody's Ratings analyst. RATINGS RATIONALE RB Global's Ba2 CFR benefits from: 1) a strong position in the industrial equipment auctions and auto salvage auction market; 2) a multichannel strategy with strong online platforms; 3) a consistent history of generating free cash flow; and 4) exposure to multiple industry sectors and good growth potential. The rating is constrained by: 1) the expectation the company will continue to be active in pursuing acquisitions and its willingness to undertake debt funded transactions; and 2) its participation in a competitive and fragmented marketplace that has some cyclical pressures. RB Global has good liquidity (SGL-2) through to the end of June 2025, with sources of liquidity of around $1.6 billion compared to uses of around $5.5 million. Sources include a cash balance of $463 million at the end of Q1/24 (excluding restricted cash), unused capacity under its revolving credit facilities of $718 million (expiring September 2026) and Moody's expectation that RB Global will generate roughly $415 million of free cash flow in the next 12 months. Uses of liquidity include about $15 million of term loan amortization through June 2025, as well as inter-quarter working cash uses which can vary. The company has some seasonality in its business, but historically this has not resulted in the revolver being drawn for working capital needs. Moody's expects the company will have ample cushion under the financial covenants of its credit facilities. The senior ranking security position of the senior secured revolver, term loan and notes, which account for the preponderance of the company's capital structure, are rated Ba2, in line with the company's Ba2 CFR. The unsecured debt, rated B1, rank behind the secured debt and are therefore rated two notches below the corporate family rating. The positive outlook reflects Moody's expectation that RB Global will continue to focus on debt reduction and combined with organic revenue growth and some margin expansion, adjusted debt to EBITDA will trend towards 2.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if RB Global is able to maintain its EBITA margin above 20% and continue to generate positive free cash flow. It would also require that debt to EBITDA (Moody's adjusted) is maintained near or below 2.5x and RCF/debt is maintained above 20%. The ratings could be downgraded if business fundamentals deteriorated, evidenced by organic revenue or profitability declines, or if debt to EBITDA (Moody's adjusted) is sustained above 3.5x and RCF/debt is maintained around 10%. RB Global Inc, headquartered in Westchester, Illinois, is an omnichannel marketplace that provides value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. The company has auction sites in 13 countries and a digital platform to serve customers in more than 170 countries across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture. The company's marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, a leading global digital marketplace connecting vehicle buyers and sellers. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. RITE AID: $425MM Bank Debt Trades at 58% Discount ------------------------------------------------- Participations in a syndicated loan under which Rite Aid Corp is a borrower were trading in the secondary market around 42.2 cents-on-the-dollar during the week ended Friday, June 21, 2024, according to Bloomberg's Evaluated Pricing service data. The $425 million Term loan facility is scheduled to mature on August 20, 2026. About $398.1 million of the loan is withdrawn and outstanding. Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy. Its wholly owned subsidiaries include Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aidâ€™s pharmacy benefits and Services Company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid Corporation and various affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition signed by Jeffrey S. Stein, their chief executive officer and chief restructuring officer, Rite Aid Corp. disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the jointly consolidated cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C. as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructing Administration as claims and noticing agent. Kramer Levin Naftalis & Frankel LLP, serves as counsel to the Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP serves as co-counsel to the Committee. A Tort Claimants Committee is represented by Akin Gump Strauss Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl, Rose & Podolsky, P.A as local counsel. The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised of parents and guardians advocating on behalf of children born with Neonatal Abstinence Syndrome, and who assert general unsecured claims on account of the childrenâ€™s fetal opioid exposure. DLA Piper LLP (US) serves as counsel to Medimpact Healthcare Systems, Inc., the buyer of the Elixir pharmacy benefits management business. Greenberg Traurig, LLP, and Choate Hall & Stewart LLP serve as co-counsel to Bank of America, N.A., the administrative agent for the prepetition first lien lenders and the DIP lenders. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP represent the Ad Hoc Group of Secured Noteholders. FTI Consulting and Evercore is serving or served as financial advisors to the bondholders. ROBERT WYATT: Seeks to Extend Plan Exclusivity to October 30 ------------------------------------------------------------ Robert Wyatt Contracting, LLC, asked the U.S. Bankruptcy Court for the Northern District of Texas to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to October 30 and December 29, 2024, respectively. The Debtor is a Texas limited liability company formed in 2017. The Debtor's President, founder and sole member is Robert Pfeil. The Debtor is an-established excavation contractor specializing in earthwork, clearing, wet utilities and paving in the North Texas area. The ultimate goal of the Debtor is to expand its business operations, right size its operations and reduce its unsecured liabilities by maximizing the value of its equipment. These goals will take more time to develop, because the Debtor still has to determine which equipment it will need for future operations, which equipment it can sell on a going concern basis, and which equipment should just be returned. Here, the relevant factors strongly favor initial extensions of the Exclusivity Periods: * The size and complexity of the cases. The Debtor has over $20 million in liabilities, and numerous secured and unsecured creditors. While the Debtor is not the largest Debtor in this Court's jurisdiction, it certainly has numerous parties it needs to negotiation with to develop a chapter 11 plan. * The terms of a chapter 11 plan will depend on the outcome of equipment sales, business performance and pending litigation. While the Debtor have been marketing a substantial portion of its assets on a going concern basis and while the Debtor has entered into settlements with a bulk of its secured creditors, the ultimate terms of a chapter 11 plan will depend on the outcome of the equipment sales and resolution of disputes with secured creditors. Accordingly, the Debtor requires additional time to continue positive performance of its operations and negotiate with other stakeholders in an effort to propose a consensual plan of reorganization. * The Debtor is not seeking to extend exclusivity to pressure creditors, and an extension of the exclusivity periods will not prejudice creditors. The Debtor has not sought an extension of exclusivity to pressure creditors or other parties in interest. On the contrary, all creditor constituencies are benefitted by providing the Debtor with sufficient time to continue to negotiate the terms of a chapter 11 plan and determine what transaction or combination of transactions will provide the greatest value to its estate and the greatest recovery to its creditors. * The Debtor has demonstrated reasonable prospects for filing a viable plan of reorganization. Through its strategic planning, efficient management of operations and open discussions with its stakeholders, the Debtor has been able to sell over $1 million in assets post-petition and separately raise over $500,000.00 in cash, all of which will assist in funding a future chapter 11 plan. The Debtor's chapter 11 case has thus far been very successful, and there is no reason to doubt it will continue in an upward trajectory. Proposed Attorneys for the Debtor: H. Joseph Acosta, Esq. CONDON TOBIN SLADEK THORNTON NERENBERG PLLC 8080 Park Lane, Suite 700 Dallas, TX 75231 Tel: (214) 265-3852 Fax: (214) 265-3800 Email: jacosta@condontobin.com About Robert Wyatt Contracting Robert Wyatt Contracting, LLC, an excavating contractor in Fort Worth, Texas, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40747) on Mar. 1, 2024. In the petition signed by Robert Pfeil, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Edward L. Morris oversees the case. H. Joseph Acosta, Esq., at Condon Tobin Sladek Thornton Nerenberg PLLC serves as the Debtor's counsel. SEDGWICK CLAIMS: S&P Rates New $4.9BB First-Lien Term Loan 'B+' --------------------------------------------------------------- S&P Global Ratings assigned its 'B+' debt rating to Sedgwick L.P.'s (Sedgwick; B+/Stable/--) proposed $4.9 billion first-lien term loan due 2031. The debt will be issued by financing subsidiary Sedgwick Claims Management Services Inc. S&P also assigned its '3' recovery rating on the first-lien debt, indicating its expectation for meaningful (50%-70%, rounded estimate: 55%) recovery of principal in the event of default. In addition to the proposed new first lien term loan issuance, Sedgwick is also planning to issue a new $660 million second lien term loan due 2032, which will be unrated. Concurrent with the transaction, the company also plan to upsize its existing $450 million revolving credit facility to $600 million extending its maturity to 2032. Sedgwick intends to use the proceeds of the first and second lien issuances to refinance all of its existing debt, which was $4.3 billion as of March 31, 2024. The company will use the remaining $1.2 billion of proceeds primarily for a shareholder dividend, repurchase activity and for general corporate purposes. As a result of the added debt, S&P-adjusted leverage, which was 5.3x as of March 31, 2024, will increase to 6.7x pro forma for the transaction. S&P-adjusted EBITDA coverage will decline to the high-1x area pro forma for the transaction from the low-2x area for the 12 months ended March 31, 2024. While weaker, these metrics are within the bounds of S&P's current rating thresholds, aided by debt capacity the company built over the last year relative to its thresholds from earnings-driven deleveraging. Sedgwick has continued to perform well over the last year. Revenue grew 6.6% in the 12 months ended March 31, 2024, to $4.7 billion. With subdued acquisition activity , nearly all of the growth was organic on account of new clients and upsell and cross-sell with existing customers. S&P-adjusted margins increased by more than 200 basis points to 19.2% for the 12 months ended March 31, 2024, the highest level in the company's history, aided by its focus on driving operating leverage in the business. S&P said, "We expect continued performance momentum throughout the balance of the year, including high-single-digit organic growth and stable to slightly improving margins, resulting in modest deleveraging through 2024. While the company will continue to be opportunistic regarding acquisitions, our current expectation is for any activity this year to be tuck-in in nature and not requiring additional leverage for funding needs." SIGNAL RELIEF: Seeks to Hire Parsons Behle & Latimer as Attorney ---------------------------------------------------------------- Signal Relief, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Parsons Behle & Latimer as attorneys. The firm's services include: (a) advising the Debtor with respect to its powers and duties as Debtor in possession in the continued management and operation of its businesses and properties; (b) advising and consulting on the conduct of this Chapter 11 Case, including all of the legal requirements of operating in Chapter 11; (c) advising the Debtor in connection with corporate transactions and corporate governance, negotiations, consent solicitations, credit agreements, financing agreements, and other agreements with creditors, equity holders, prospective acquirers and investors, reviewing and preparing of documents and agreements, and such other actions; (d) reviewing and preparing pleadings in connection with this Chapter 11 Case; (e) attending meetings and negotiating with representatives of creditors and other parties in interest; (f) representing the Debtor with respect to litigations; (g) advising the Debtor with legal issues related to the Debtor's financial circumstances, including with respect to restructuring, financing, corporate, tax, litigation, mergers and acquisition, and employment issues, in each case as may be necessary or appropriate; (h) performing all other ancillary necessary legal services for the Debtor in connection with the prosecution of this Chapter 11 Case; (i) taking all necessary legal actions to protect and preserve the Debtor's estate as the Debtor requests; and (j) taking any necessary action on behalf of the Debtor as the Debtor requests to obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto. The firm will be paid at these hourly rates: J. Thomas Beckett, Shareholder $750 Brian M. Rothschild, Shareholder $490 Darren Neilson, Shareholder $420 Simeon J. Brown, Associate $350 Alexander S. Chang, Law Clerk $325 The firm received a retainer in the amount of $40,000. J. Thomas Beckett, Esq., at Parsons Behle, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Thomas Beckett, Esq. Darren Neilson, Esq. PARSONS BEHLE AND LATIMER 201 S. Main Street Suite 1800 Salt Lake City UT 84111 Telephone: (801) 532-1234 Facsimile: (801) 536-6111 Email: TBeckett@parsonsbehle.com DNeilson@parsonsbehle.com About Signal Relief, Inc. Signal Relief, Inc. is a manufacturer of a pain relief patch that reduces pain by focusing on the body's electrical impulses. Signal Relief, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 24-22947) on June 14, 2024, listing $1,198,072 in assets and $3,341,600 in liabilities. The petition was signed by Daniel Marirott as CEO. Judge Joel T. Marker presides over the case. Darren Neilson, Esq. at PARSONS BEHLE AND LATIMER represents the Debtor as counsel. SIGNIA LTD: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Signia, Ltd. d/b/a Public Interest Communications, a division of Signia 5754 W. 11th Street Suite 201 Greeley, CO 80634 Business Description: SIGNIA provides the full spectrum of customer service and care from order and payment processing to customer inquiries and timely follow-up to Tier 1 support. Chapter 11 Petition Date: June 20, 2024 Court: United States Bankruptcy Court District of Colorado Case No.: 24-13438 Judge: Hon. Thomas B. Mcnamara Debtor's Counsel: David V. Wadsworth, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Email: dwadsworth@wgwc-law.com Total Assets: $507,431 Total Liabilities: $10,081,009 The petition was signed by Jeffrey Fell as CEO. 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/PUZUXII/Signia_Ltd__cobke-24-13438__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PAK6XJI/Signia_Ltd__cobke-24-13438__0001.0.pdf?mcid=tGE4TAMA SMITH MICRO: All Four Proposals Passed at Annual Meeting -------------------------------------------------------- Smith Micro Software, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 18, 2024, the Company held its 2024 Annual Meeting of Stockholders at which the stockholders: (1) elected Thomas G. Campbell, Steven L. Elfman, and Asha Keddy to the Company's Board of Directors to hold office until the Company's 2027 annual meeting of stockholders or until their successors are duly elected and qualified; (2) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement; (3) ratified the appointment of SingerLewak LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2024; and (4) approved the Smith Micro Software, Inc. Amended and Restated Omnibus Equity Incentive Plan. About Smith Micro Software Pittsburgh, Pa.-based Smith Micro Software, Inc., develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless and cable service providers around the world. Smith Micro's portfolio includes family safety software solutions to support families in the digital age and a wide range of products for creating, sharing, and monetizing rich content, such as visual voice messaging, retail content display optimization, and performance analytics. Los Angeles, Calif.-based SingerLewak LLP., the Company's auditor since 2005, issued a "going concern" qualification in its report dated Feb. 26, 2024, citing that the Company has suffered recurring losses from operations and has projected future cash flow requirements to meet continuing operations in excess of current available cash. This raises substantial doubt about the Company's ability to continue as a going concern. SOLAR BIOTECH: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Solar Biotech, Inc. (Lead Case) 24-11402 5516 Industrial Park Road Norton, VA 24273 Noblegen Inc. 24-11403 5516 Industrial Park Road Norton, VA 24273 Business Description: The Debtors are a biotechnology company with nearly five years of experience in scaling biotech designs and prototypes on a commercial scale. The Debtors provide services to customers, in the form of various phases, which are as follows: (i) concept development; (ii) develop prototypes; (iii) optimize costs; (iv) use prototype samples for business development and sampling; and (v) commercialization agreements to help transfer developed technology into commercial products. By offering a wide range of services, the Debtors are able to successfully meet the varying needs of its customers across the biotech market. Chapter 11 Petition Date: June 23, 2024 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Laurie Selber Silverstein Debtors' General Bankruptcy Counsel: Cheryl A. Santaniello, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 300 Delaware Avenue Wilmington, DE 19801-1607 Tel: 302-526-1234 Fax: 302-416-6064 Email: casantaniello@pbnlaw.com - and - John S. Mairo, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, New Jersey 07962 Tel: (973) 538-4006 Fax: (973) 538-5146 Email: jsmairo@pbnlaw.com Debtors' CRO Provider: NEWPOINT ADVISORS CORPORATION Debtors' Financial Advisor/ Sales Agent: NEWPOINT ADVISORS CORPORATION Debtors' Claims & Noticing Agent: EPIC CORPORATE RESTRUCTURING, LLC Each Debtor's Estimated Assets: $10 million to $50 million Each Debtor's Estimated Liabilities: $10 million to $50 million The petitions were signed by Alex Berlin, chief executive officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HEXUPEA/Solar_Biotech_Inc__debke-24-11402__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/HN2YTTI/Noblegen_Inc__debke-24-11403__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Aerotek, Inc. $24,039 P.O. Box 198531 Atlanta, GA 30384 2. Aggreko Professional $62,692 4610 West Admiral Services Doyle Drive New Iberia, LA 70560 3. BDO Canada LLP $30,227 20 Wellington Street East, Suite 500 Toronto, ON M5E 1C5 4. Biofors LLC Professional $257,114 2915 Ogletown Road Services Newark, DE 19713 5. Brendan Brazier $125,517 762 8th Street Palm Harbor, FL 34683-4200 6. Christian Doppler $78,454 Forschungsgesellschaft Boltzmanngasse 20 1090 Wien Osterreich, Austria 7. CliftonLarsonAllen LLP Professional $45,151 220 S 6th ST Services STE 300 Minneapolis, MN 55402 8. DLA Piper $442,378 One Liberty Place 1650 Market St., Suite 5000 Philadelphia, PA 19103-7301 9. Federal Economic $50,590 Development Agency 101-139 Northfield Drive West Waterloo, Ontario Canada N2L 5A6 10. Food 4 Thought $195,275 4900 Narcissus Lane-N Plymouth, MN 55446 11. Intertek $27,056 2233 Argentia Road, Suite 201 Mississauga ON Canada L5N 2X7 12. James Richardson & $31,073 Sons Limited 3000 One Lombard Place Winnipeg, Manitoba Canada R3B 0Y1 13. TF Research and $101,500 Development, Inc. 840 Katahdin Way Cary, NC 27519 14. Kawartha Credit Union $19,714 4 Hunter St E Peterborough ON Canada K9H 7R8 15. Marat Khodoun $226,000 8911 Meadow Drive Mason, OH 45040 16. McWilliams Brothers $61,103 Holdings Inc. 712 The Kingsway Peterborough Ontario Canada K9J 6W6 17. Nandkumar Nandu Nayar $43,500 6926 Lehigh Court Allentown, PA 18106 18. Nutrition Sustainability $20,354 Strategies LLC 7901 4th St. N., Suite 13538 St. Petersburg, FL 33702 19. PartTime CFO Services $25,312 5115 Oak Hills Rd Hamilton Township ON K0L1E0 20. SAFE, Inc. Professional $123,040 1350 N Wells St. Services Ste E102 Chicago, IL 60610 21. Separation Guru, LLC Professional $49,096 105 Redhill Rd Services Holly Springs, NC 27540 22. Solidify LLC Professional $60,000 2212 Boiling Springs Rd Services Boiling Springs, SC 29316 23. Solinox (AES) $247,759 150 Chevrefils, Saint-Remi (Quebec) Canada J0L 2L0 24. Stellaria $25,000 459 Albertus Avenue Peterborough Ontario Canada K9J 5Z9 25. The Kendall Group Inc. Electrical $28,849 5101 S Sprinkle Road Supplies & Portage, MI 49002 Services 26. Trent University $70,051 2140 E Bank Dr Peterborough, ON Canada K9L 1Z8 27. Troutman Pepper $146,078 Union Trust Building 501 Grant Street, Suite 300 Pittsburgh PA 15219-4429 28. Wells Fargo Equipment Netsuite $41,115 Finance, Inc. Financing PO Box 3072 Cedar Rapids, IA 52406-3072 29. Wildeboer Dellelce LLP $44,980 in Trust 365 Bay Street, Suite 800 Toronto, ON Canada M5H 2V1 30. Young America Capital Professional $42,964 141 E Boston Post Rd Services Mamaroneck, NY 10543 SOS HYDRATION: Hires Daniel J. Marcus Esq. as Special Counsel ------------------------------------------------------------- Sos Hydration Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Daniel J. Marcus, Esq. as special counsel. The Debtor needs the firm's legal assistance in connection with all corporate law and general counsel matters. The firm will be paid at $550 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As of the Petition Date, Mr. Marcus was owed the sum of $70,000 from the Debtor, but has agreed to write this balance down to $10,000. Daniel Marcus, Esq., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About SOS Hydration SOS Hydration Inc. is a company based in Maricopa, Ariz., which specializes in providing electrolyte-enhanced products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-12774) on May 31, 2024. In the petition signed by its chief executive officer, James Mayo, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Mike K. Nakagawa oversees the case. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, represents the Debtor as legal counsel. SPELL IT WITH COLOR: Case Summary & Eight Unsecured Creditors ------------------------------------------------------------- Debtor: Spell It With Color, Inc. DBA Allegra Printing and Imaging 1340 Enterprise Drive Romeoville, IL 60446 Chapter 11 Petition Date: June 25, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-09305 Judge: Hon. Deborah L Thorne Debtor's Counsel: Penelope Bach, Esq. BACH LAW OFFICES P.O. Box 1285 Northbrook, IL 60065 Tel: (847) 564-0808x216 Fax: (847) 564-0985 Email: pnbach@bachoffices.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Thomas Wilhelm as president. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/S7TRN4A/Spell_It_With_Color_Inc__ilnbke-24-09305__0001.0.pdf?mcid=tGE4TAMA STARBRIDGE (ONTARIO): Taps Elkins Kalt as Hospitality Counsel ------------------------------------------------------------- Starbridge (Ontario) Investment, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Elkins Kalt Weintraub Reuben Gartside LLP as special hospitality counsel. The firm will render these services: (a) advise and assist the Debtor regarding general hospitality matters, and assist bankruptcy counsel as reasonable and appropriate; (b) advise the Debtor regarding hospitality related issues in connection with the sale of the Debtor's property; (c) advise and assist the Debtor in the preparation and negotiation of real estate sale agreements regarding hospitality related issues. The firm will be paid at these hourly rates: Partners $740 to $795 Associates and counsel $610 to $650 Paralegals $385 to $405 Elkins Kalt requests approval of a $10,000 retainer from the Debtor to cover future hospitality-related legal services. Elkins Kalt does not hold or represent an interest adverse to the Debtor's estate with respect to the matters on which it is proposed to be employed. The firm can be reached through: Shai N. Halbe, Esq. Elkins Kalt Weintraub Reuben Gartside LLP 10345 W. Olympic Boulevard Los Angeles, CA 90064 Tel: (310) 746-4416 Email: shalbe@elkinskalt.com About Starbridge (Ontario) Investment, LLC Starbridge owns and operates the Ontario Airport Hotel & Conference Center. Starbridge (Ontario) Investment, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11765) on April 3, 2024, listing $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. SUPERIOR READY: Hires Martin & Drought P.C. as Counsel ------------------------------------------------------ Superior Ready Mix of Texas, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Martin & Drought, P.C. to serve as legal counsel in its Chapter 11 case. The firm will be paid at these rates: Lead Counsel, Michael G. Colvard $600 per hour Attorneys $250 to 600 per hour Paralegal $100 to 125 per hour The firm will be paid a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael G. Colvard, Esq., a partner at , Martin & Drought, P.C. disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael G. Colvard, Esq. Martin & Drought, P.C. 112 East Pecan Street, Suite 1616 San Antonio, TX 78205 Telephone: (210) 227-7591 Facsimile: (210) 227-7924 Email: mcolvard@mdtlaw.com About Superior Ready Mix of Texas, LLC Superior Ready Mix of Texas, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50825) on May. 6, 2024. In the petition signed by Frank Shumate, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. James S. Wilkins, PC serves as the Debtor's bankruptcy counsel. SUSHI GARAGE: Unsecured Creditors to Split $10K over 36 Months -------------------------------------------------------------- Sushi Garage, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization dated June 10, 2024. The Debtor owns and operates (through a management agreement with Juvia Management, LLC ("Juvia Management") Sushi Garage, and a 100-seat Japanese Restaurant located in Miami Beach's Sunset Harbour neighborhood (the "Restaurant"). The Restaurant which is housed in a 4,000 square leased former auto paint and body shop prides itself on serving high-quality traditional fare with a deliberately modern and elegant execution. During the pendency of this Subchapter V Case, the Restaurant has experienced a material decrease in sales. The Debtor is attempting to reach a bridge solution with its landlord as the current sales are insufficient to pay the Debtor's lease obligations. Ultimately, and absent a consensual resolution with its landlord, the Debtor believes it will be compelled to reject the Restaurant lease. As such, the Debtor is currently looking at alternative venues for its business operations and its projections assume that post-Effective Date, the Debtor will have secured an alternate location with more favorable lease terms. This Plan proposes to pay Allowed Claims no less than the value of Sushi Garage's Projected Net Disposable Income for a period of 36 months. The Plan provides for 4 Classes of creditor claims (including priority, secured, and unsecured) and one Class of Equity interests. Class 3 consists of Allowed General Unsecured Claims. The Reorganized Debtor will make a pro rata distribution in the total sum of $10,000.00 36 months from the Effective Date, and amount that exceeds the Debtor's Projected Net Disposable Income. Class 3 is Impaired and entitled to vote. Class 4 consists of Equity Interests of Sushi Garage Holdings in Sushi Garage. On the Effective Date, the Equity Interests will be retained in the same amounts and character as they were held prior to the Petition. Class 4 is deemed to accept and not entitled to vote. On the Effective Date, all property of the Debtor not otherwise disposed of under the Plan, shall vest with the Reorganized Debtor. The Plan proposes to pay Allowed Claims to be paid under the Plan from Projected Net Disposable Income. A full-text copy of the Plan of Reorganization dated June 10, 2024 is available at https://urlcurt.com/u?l=ZzNkTU from PacerMonitor.com at no charge. Attorneys for the Debtor: Jacqueline Calderin, Esq. Agentis PLLC 45 Almeria Avenue Coral Gables, FL 33134 Telephone: (305) 722-2002 Email: jc@agentislaw.com About Sushi Garage Sushi Garage, LLC, doing business as Sushi Garage Miami Beach, is a Japanese restaurant in Miami Beach, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12354) on March 12, 2024, with $1 million to $10 million in both assets and liabilities. Jonas Millan, managing member, signed the petition. Judge Laurel M. Isicoff presides over the case. Jacqueline Calderin, Esq., at Agentis, PLLC represents the Debtor as legal counsel. TAKEOFF TECHNOLOGIES: Taps Huron Consulting to Provide CROs ----------------------------------------------------------- Takeoff Technologies, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Huron Consulting Services LLC and designate John DiDonato and Brett M. Anderson as CRO and deputy CRO, respectively. The responsibilities of the CRO and the Deputy CRO include: (a) collaborate with the Debtors' management in the daily management and operational affairs of the Debtors; (b) assisting in the operational and cash management functions of the Debtors; (c) evaluate potential strategic alternatives and provide recommendations that will result in the highest value of the Debtors' assets; and (d) provide any elements of the restructuring process with respect to the Debtors. The firm will be paid at these rates: Managing Director $1,025 - $1,400 per hour Senior Director $975 per hour Director $750 - $850 per hour Manager $650 per hour Associate $550 per hour In addition to the hourly fees, and as additional consideration for the services to be provided Huron, the Debtors have agreed to compensate Huron Advisory for the Sale Services through (i) a fixed fee of $100,000 per month, (ii) upon the first closing of a Capital Raise Transaction, a Capital Raise Success Fee calculated as (a) 3 percent of the committed amount of any Senior Secured Debt raised or refinanced, plus (b) 4 percent of the committed amount of Junior Secured Debt raised, plus (c) 5 percent of the committed amount of any capital raised that is not otherwise defined as Senior Secured Debt or Junior Secured Debt; and (iii) upon the consummation of a Sale Transaction, a success fee equal to the greater of $750,000 or 5 percent of the total consideration. Huron received a retainer totaling approximately $250,000, against which Huron has applied or will apply all outstanding CRO advisory fees. John DiDonato, managing director at Huron, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John C. DiDonato Huron Consulting Services, LLC 1166 Avenue of the Americans 3rd Floor, NY 10036 Tel: (212) 785-1900 About Takeoff Technologies Founded in 2016 by a group of former grocery executives, Takeoff Technologies, Inc. and its affiliates operate one of the leading eGrocery, micro-fulfillment solution companies in the world. The Debtors' business model centers around the sale, subsequent maintenance, and support of the equipment and software needed to operate micro-fulfillment centers -- i.e. small, automated, robotic warehouses called micro-fulfillment centers, either placed in grocery stores or near the end-shoppers. The Debtors filed Chapter 11 petition (Bankr. D. Del. Case No. 24-11106) on May 30, 2024. At the time of the filing, Takeoff Technologies reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP as lead bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; Huron Transaction Advisory, LLC as investment banker; and Huron Consulting Services, LLC as financial and restructuring advisor. John C. Didonato and Brett M. Anderson of Huron Consulting Services serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. TAKEOFF TECHNOLOGIES: Taps Kroll as Administrative Advisor ---------------------------------------------------------- Takeoff Technologies, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kroll Restructuring Administration LLC as administrative advisor. The firm will render these services: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (f) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156 Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. The hourly rates of the firm's professionals are as follows: Analyst $35 - $60 Technology Consultant $50 - $135 Consultant/Senior Consultant $75 - $205 Director $215 - $265 Solicitation Consultant $235 Director of Solicitation $275 Managing Director $300 The Debtors paid Kroll an advance fee in the amount of $50,000, which was received by Kroll on May 10, 2024. In addition, Kroll received payment in the amount of $45,000 for estimated prepetition fees and expenses. Benjamin Steele, a managing director at Kroll Restructuring Administration, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration, LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Tel: (212) 593-1000 About Takeoff Technologies Founded in 2016 by a group of former grocery executives, Takeoff Technologies, Inc. and its affiliates operate one of the leading eGrocery, micro-fulfillment solution companies in the world. The Debtors' business model centers around the sale, subsequent maintenance, and support of the equipment and software needed to operate micro-fulfillment centers -- i.e. small, automated, robotic warehouses called micro-fulfillment centers, either placed in grocery stores or near the end-shoppers. The Debtors filed Chapter 11 petition (Bankr. D. Del. Case No. 24-11106) on May 30, 2024. At the time of the filing, Takeoff Technologies reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP as lead bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; Huron Transaction Advisory, LLC as investment banker; and Huron Consulting Services, LLC as financial and restructuring advisor. John C. Didonato and Brett M. Anderson of Huron Consulting Services serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. TAKEOFF TECHNOLOGIES: Taps Sheppard Mullin Richter as Attorney -------------------------------------------------------------- Takeoff Technologies, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Sheppard, Mullin, Richter & Hampton LLP as their attorneys. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of these Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates; e. preparing pleadings in connection with these Chapter 11 cases; f. representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing; g. advising the Debtors in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. advising the Debtors regarding tax matters; j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and k. performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases. Sheppard Mullin's hourly rates are: Partners $985 to $1,920 Counsel $605 to $1,700 Associates $605 to $1,145 Paraprofessionals $180 to $810 The Debtors paid $10,000 to Sheppard Mullin, which constituted a "special purpose retainer". a partner at Sheppard, Mullin, Richter & Hampton LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Justin R. Bernbrock, P.C Sheppard, Mullin, Richter & Hampton LLP 321 North Clark St., 32nd Floor Chicago, IL 60654 Tel: (312) 499-6300 Fax: (312) 499-6301 Email: jbernbrock@sheppardmullin.com About Takeoff Technologies Founded in 2016 by a group of former grocery executives, Takeoff Technologies, Inc. and its affiliates operate one of the leading eGrocery, micro-fulfillment solution companies in the world. The Debtors' business model centers around the sale, subsequent maintenance, and support of the equipment and software needed to operate micro-fulfillment centers -- i.e. small, automated, robotic warehouses called micro-fulfillment centers, either placed in grocery stores or near the end-shoppers. The Debtors filed Chapter 11 petition (Bankr. D. Del. Case No. 24-11106) on May 30, 2024. At the time of the filing, Takeoff Technologies reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP as lead bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; Huron Transaction Advisory, LLC as investment banker; and Huron Consulting Services, LLC as financial and restructuring advisor. John C. Didonato and Brett M. Anderson of Huron Consulting Services serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. TD&H INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: TD&H, Inc. 940 Golf House Road West Suite G3 Whitsett, NC 27377 Chapter 11 Petition Date: June 25, 2024 Court: United States Bankruptcy Court Northern District of North Carolina Case No.: 24-10392 Judge: Hon. Benjamin A. Kahn Debtor's Counsel: Samantha K. Brumbaugh, Esq. IVEY, MCCLELLAN, SIEGMUND, BRUMBAUGH & MCDONOUGH, LLP 305 Blandwood Ave Greensboro, NC 27401 Tel: 336-274-4658 Fax: 336-274-4540 Total Assets: $652,317 Total Liabilities: $2,207,775 The petition was signed by Huntly Nero as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4ZINGNI/TDH_Inc__ncmbke-24-10392__0001.0.pdf?mcid=tGE4TAMA TERWILLIGER PLAZA: Fitch Affirms BB+ LongTerm IDR ------------------------------------------------- Fitch Ratings has affirmed the long-term 'BB+' rating on the various outstanding bonds issued by the Hospital Facilities Authority of Multnomah County, OR on behalf of Terwilliger Plaza (Terwilliger): Additionally, Fitch has affirmed Terwilliger's 'BB+' Issuer Default Rating (IDR). The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Terwilliger Plaza (OR) LT IDR BB+ Affirmed BB+ Terwilliger Plaza (OR) /General Revenues/1 LT LT BB+ Affirmed BB+ The 'BB+' revenue bond and IDR rating affirmation reflects Terwilliger's strong independent living unit (ILU) occupancy, which averaged 94% over the past four fiscal years. The community also benefits from a good market position in a favorable market. Fitch expects that Terwilliger will improve its operating performance, which is currently under pressure. Other credit challenges include a 'Weaker' unrestricted cash to adjusted debt position and fill-up risk at the community's new Parkview building expansion project. Occupancy is approximately 57%, which is slightly ahead of schedule, and management expects occupancy to stabilize in 2026.. Terwilliger opened the 10 story, 127-unit Parkview ILU expansion in December 2023. The project was largely on-budget and began opening about two months later than originally anticipated. Management reports that construction is nearly finalized with the last remaining smaller items (i.e., first floor lobby furnishings and maintenance) to be completed in 2024. Fitch believes the Parkview expansion should be financially accretive over the long term once occupancy begins to stabilize and capital needs on the project are reduced to primarily routine maintenance needs. SECURITY The bonds are a joint and several obligation of the obligated group (OG) and are secured by a first mortgage lien on all properties and a gross revenue pledge of the OG. A fully-funded debt service reserve fund provides additional security. KEY RATING DRIVERS Revenue Defensibility - bbb Strong Demand Indicators in a Favorable, but Competitive Market Terwilliger has maintained strong occupancy in its ILUs, posting a four-year average of approximately 94%, which is particularly impressive given the COVID-19 pandemic and general industry occupancy pressures that resulted in lower demand for many communities in the sector. In fiscal 2023, ILU occupancy averaged a high 95.1%, which Fitch views favorably and is considered a primary credit strength. Assisted living unit (ALU) census has averaged approximately 84% over the last four years but decreased to 78% in 2023. Management expects ALU occupancy to eventually return to its higher historical occupancy levels (around 85%), which should help bolster financial performance. Beginning in January 2024 (fiscal 2024), management noted some challenges that were brought on by an abnormally cold winter and subsequently caused damage to approximately 24 ILUs, which negatively affected occupancy. However, management has since been able to mostly remediate the unit issues, and occupancy has begun to return. ILU occupancy at the end of the first quarter was approximately 80.3%, which is lower than normal. Management expects occupancy to be similar to high historical levels (above 90%) by the end of the fiscal year, which Fitch believes is reasonable. There is some competition in the primary market area (PMA), but nearby comparable life plan communities (which offer primarily Type-B contract offerings) have not materially affected Terwilliger's strong demand. Fitch believes that pricing for entrance fee contracts continues to be affordable relative to prevailing home values in the Portland, OR market, and the community offers a wide variety of unit types and price flexibility. Fitch expects Terwilliger's market position to remain strong as the organization has operated in the Portland market since 1962 and is well established in the service area. Differentiating competitive factors include its downtown location on the west side of the Willamette River, long market history, optional rather than mandatory meal plan, and on-site in-home health services. Operating Risk - bb Weak Core Operations; Financial Improvement Expected Terwilliger Plaza is a type-B life plan community that offers a traditional non-refundable contract and an 80% refundable contract. Fitch assesses the community's historical operating performance as 'Weak' due to its higher expense base that continues to outpace resident service revenue generation. Core operations have been pressured in recent years largely due to the Parkview building expansion costs, and higher expenses related to inflationary pressures that acutely affect labor and supplies. Occupancy challenges have also caused limited but impactful cashflow challenges. In fiscal 2023, Terwilliger recorded an operating ratio and net operating margin (NOM) of 118% and negative 11.4%, which are weaker than in previous years, but NOM-adjusted was a satisfactory 21.4%. Management expects that operating performance will improve incrementally once the large portion of Parkview project related expenses are paid, particularly because the new building occupancy fill-up is stabilizing and slightly ahead of budget. Management has proactively implemented wage increases for employees, which has contributed to a higher overall expense base but should be manageable and help reduce staff turnover. Fitch expects Terwilliger to eventually narrow its core operating losses and approach an operating ratio of 100%. Financial Profile - bb High Leverage Position & Debt Burden; Manageable Capex in Scenario In fiscal 2023, Terwilliger had approximately $30.3 million in unrestricted cash and investments and $172.8 million in adjusted debt, which translated into 583 days cash on hand, but just 17.5% cash-to-adjusted debt. Fitch assesses this as 'Weak', mainly due to the larger leverage position relative to unrestricted resources. The rating incorporates a planned paydown in temporary entrance fee-related debt this year of approximately $65.7 million, which should improve the community's cash to adjusted debt ratio. Throughout Fitch's forward-looking scenario analysis, Terwilliger's cash-to-adjusted debt levels remain somewhat stressed despite the paydown of temporary debt with initial entrance fees this year. However, towards the outer years of Fitch's scenario analysis, cash to adjusted debt should begin to approach 50% if the new building fill-up continues as expected and overall operational performance incrementally improves. Fitch believes that Terwilliger's strong demand for existing units and unique location will allow the community to accrue sufficient entrance fee cash flows to fully pay down temporary debt in 2024 and begin to rebuild its balance sheet. Fitch expects capex to moderate to around levels of annual depreciation expense through the scenario period, which should also help position to the organization for financial improvement. Fitch is using a pro forma maximum annual debt service (MADS) of approximately $6.2 million (not tested until post project stabilization in 2026), which represented a very high 29.2% of revenues and revenue-only MADS coverage of negative 0.1x in 2023. Debt-to-net available was 29.9x in 2023, which was also unfavorable. However, per Terwilliger's bond covenant disclosure, actual debt service coverage in 2023 was good at nearly 2.9x, with ample cushion above the 1.2x threshold. Asymmetric Additional Risk Considerations The majority of Terwilliger's board is made up of residents, which is very unusual in the sector. Life plan community (LPC) boards are usually composed almost completely of independent board members who reside outside of the LPC, with only one or two residents represented on the board. This governance structure is a potential credit risk. However, it is mitigated by Terwilliger's long operating history using this governance structure. Board decisions have been consistent with sector norms, including implementing ongoing service fee increases, even through economic downturns. The board has also implemented good levels of capital spending and strategic investments, such as the ILU expansions, that position the campus for longer-term economic and market viability. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Significant challenges that materially disrupt new unit fill-up expectations of the new Parkview building which is expected to have occupancy stabilization by 2026; - Deterioration in operating performance from current levels that negatively impact the organization's already thin cash to adjusted debt position; - Although unexpected, any additional debt that is not met with immediate commensurate liquidity and revenue resources would be viewed negatively. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive rating action will be predicated upon successful fill-up of the Parkview building, which should in part lead to material unrestricted balance resource sheet growth such that cash-to-adjusted debt is consistently above 50%; - Noticeable improvement in operating performance once the new ILU building reaches stabilization, whereby performance ratios return to levels that exhibit breakeven or better profitability. PROFILE Located in Portland, OR, Terwilliger Plaza offers independent living and assisted and residential care living services, which totaled 432 units in 2023 including 373 ILUs and 59 ALUs. Terwilliger does not offer skilled nursing facility units, but nursing care is provided to residents who require a higher level of care in the ALU setting. In early 2020, Terwilliger began the Parkview project which entails a 10 story 127-unit ILU expansion, which is now nearly complete. In fiscal 2023 (Dec. 31; audited), Terwilliger generated approximately $20.4 million of total operating revenue. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by data from Lumesis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. TEVA PHARMACEUTICAL: S&P Alters Outlook to Pos., Affirms 'BB-' ICR ------------------------------------------------------------------ S&P Global Ratings affirmed the 'BB-' issuer credit rating on Teva Pharmaceutical Industries Ltd. and revised the outlook to positive. S&P affirmed the 'BB-' issue-level rating, and the recovery rating remains '3'. The positive outlook reflects potential for the company to reduce leverage to below 5x, within the next year, which would support a rating of 'BB'. It also reflects the potential for the rating to improve by more than one notch over the next two years. S&P said, "The positive outlook reflects our expectation for leverage to decline below 5x within 12 months, which would support an upgrade. High leverage has constrained our rating on Teva for the last several years as S&P Global Ratings-adjusted debt leverage has generally been in the 5x-6.5x range, which we view as consistent with a 'BB-' rating. The rating was also constrained by the substantial interest expense and steady cadence of approaching maturities that limited the company's financial flexibility and its ability to invest in growth opportunities. "We believe there is increased potential for an upgrade to 'BB' over the coming year. Leverage improved to about 5.5x as of March 31, 2024, and the company remains committed to allocating its annual free cash flow of about $2 billion predominantly toward debt reduction (including settlement payments on outstanding legal liabilities). "Our measure of leverage includes about $1.5 billion in off-balance-sheet securitization facilities and $3.7 billion of legal liabilities ($4.7 billion reserved on the balance sheet, which we reduce by 21% to reflect the tax benefits), most of which relates to the company's opioid settlements. "Moreover, our measure of EBITDA excludes the $500 million payment Teva received in the fourth quarter of 2023. This was related to the collaboration agreement with Sanofi, in which Teva gave up 50% of its interest in a high-risk high-reward pipeline asset (TEV-574, TL1A, in phase II trial for autoimmune indications). Analytically, we view this transaction as a nonoperating, nonrecurring asset sale, which is consistent with our general treatment of in process research and development (IPR&D) expenditures as acquisitions rather than an operating expenses. "Although leverage has been above 5x since 2016, when the company acquired the generics business of Allergan, we believe the company is strongly committed to deleveraging materially below current levels, and to prioritizing that at least over the next few years." Supporting this is Teva's extended history of maintaining investment-grade credit measures prior to 2016, and by the suspension of the dividends, share repurchases, and acquisition spending over the last few years. Teva's firm commitment to allocating free cash flow toward debt reduction rather than acquisitions or shareholder returns supports the potential for the ratings to improve by multiple notches over the next two years. Teva's business is characterized by good scale (above $15.8 billion in reported revenue in 2023), a leading market position in the global generics market (about 10% market share),and good diversification of product (top products were 8%, 4%, 3% in 2023), customers, manufacturing sites, and geographic end-markets, and strong profitability (EBITDA margins in the 25%-30% range). It also reflects the approximately 32% of revenue not related to generic drugs, namely the branded drug businesses (16%), the distribution business (10%), and the active pharmaceutical ingredient (API), and contract manufacturing businesses (6%), which enhances diversification. This is partially offset by the commodity-like nature of much of the generic market, which has experienced intense price-based competition, including a higher-than-average pace of annual price erosion in the U.S. in recent years. S&P said, "We believe Teva's business strength is improving given the stabilization in the generics business (about 68% of 2023 revenues) and the return to revenue growth in the branded business (16%). We view the return to revenue growth in recent quarters as a meaningfully positive development, which contrasts with five consecutive years of annual revenue declines." More specifically, annual price erosion in the U.S. generic business (29% of total 2023 revenue) has been more manageable, about a mid-single-digit percentage, after several years of more severe price trends. Revenue trends are more stable in the European generics business (26%) and international generics business (12%), at least on a constant-currency basis. S&P said, "We have greater confidence in the company's ability to sustain growth in the branded business and lower confidence in its ability to sustain growth in the generics business, given the challenging and more commodity-like characteristic of the generics industry. In the branded business, the multiyear headwind from declining Copaxone revenues from a peak of over $4 billion in 2016 to about $600 million in 2023 has slowed. We expect revenue growth from the branded segment to be primarily driven by several products. We expect Austedo (a treatment for involuntary movement for Huntington's disease and tardive dyskinesia) to contribute about $250 million of revenue growth annually in 2024 and 2025. To a lesser extent we expect Ajovy (migraine; calcitonin gene-related peptide) and Uzedy (mild-to-moderate schizophrenia; long-acting risperidone), to contribute $100 million to $150 million annually in 2024 and 2025, combined. This is partially offset by revenue headwinds of about $250 million in 2024, and $100 million in 2025, from branded products no longer having exclusivity (including Capaxone, Treanda, and Bendeka). "In the generics business, our base case for modest growth is supported by a steady cadence of new biosimilar products including in collaboration with Alvotech and others. We also expect more favorable pricing trends in the generics business, given lawmaker attention on the increasing number of drug shortages in the U.S. and efforts to ensure a reliable supply of these products. We believe the shortages have been exacerbated by intense price-based competition and in some cases quality issues and FDA enforcement actions at generic drug manufacturing facilities in developing markets, as in-person FDA inspections at those plants have resumed, following a multi-year pause during the COVID-19 pandemic. "That said, we believe the generic drug industry, including Teva, may be benefitting from robust profits on certain limited duration opportunities, including the manufacturing of GLP-1 drugs (diabetes/obesity), as long as the branded manufacturers are unable to meet demand, and lenalidomide (generic Revlimid) which we expect to remain highly profitable through 2025. "We view Teva's growth strategy favorably, though see execution risk as elevated in the near term. The company's strategy is to increase marketing on Austedo, focus more investment on branded products, and only focus on the more attractive opportunities in the generics market appears constructive, even as we believe investments in branded products often have higher risk and slower return on investment. We view Teva abandoning certain revenue opportunities, even less attractive ones, as increasing near-term uncertainty. We expect Teva could leverage its global platform via collaboration and in-licensing agreements, but we expect it to spend only modestly on that in the near term, given the need to prioritize debt reduction. "Our positive outlook reflects our expectation for Teva to reduce leverage to below 5x within 12 months, which would be consistent with a 'BB' rating. Our expectation for continued revenue growth, following several consecutive years of decline, supports this expectation. It also reflects the company's demonstrated commitment to deleveraging, and our expectation for gradually improving margins, notwithstanding the need to invest in opportunities to support revenue growth. "We could raise the rating when the company reduces debt leverage below 5x, or slightly ahead of that, if we see further evidence that organic revenue growth in the generics business is sustainable or if the pace of deleveraging accelerates. "We could revise the outlook back to stable if the path for the company's deleveraging to below 5x in the near term becomes less likely. Although unexpected, this could occur if industry conditions lead to material underperformance, if legal liabilities grow substantially from our current expectations, or management fails to prioritize deleveraging. "Social factors are a negative consideration in our credit rating analysis of Teva because it is burdened with material liabilities relating to opioid litigation settlements. Our ratings on Teva reflect the significant cash cost associated with the global settlements related to opioid litigation and legal reserves relating to various other matters." THREE PARTRIDGE: Gina Klump Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 17 appointed Gina Klump, Esq., at the Law Office of Gina R. Klump, as Subchapter V trustee for Three Partridge Road, Inc. Ms. Klump will be paid an hourly fee of $500 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Klump declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gina Klump, Esq. Law Office of Gina R. Klump 11 5th Street, Suite 102 Petaluma, CA 94952 Phone: (707) 778-0111 Email: gklump@klumplaw.net About Three Partridge Road Three Partridge Road, Inc. is an e-commerce logistics company in San Francisco, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-30440) on June 11, 2024, with $238,980 in assets and $2,093,743 in liabilities. Yong Soo Chung, chief executive officer, signed the petition. Judge Dennis Montali presides over the case. Stephen D. Finestone, Esq., at Finestone Hayes, LLP represents the Debtor as legal counsel. TILI LOGISTICS: Hires S. E. Cowen Law as Bankruptcy Counsel ----------------------------------------------------------- Tili Logistics Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Steven E. Cowen, Esq., and S. E. Cowen Law as counsel. The firm will represent the Debtor through all stages of the Chapter 11 Subchapter V process with an anticipated confirmation of a Plan of Reorganization within six months. The hourly rates of the firm's counsel and staff are as follows: Steven E. Cowen, Esq. $350 Christian E. Cowen $150 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm received payments in the amount of $5,000 on May 1, 2024, and $27,000 on May 31, 2024, from the Debtor. Steven Cowen, Esq., an attorney at S. E. Cowen Law, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven E. Cowen, Esq. S. E. Cowen Law 333 H Street, Suite 500 Chula Vista, CA 91910 Telephone: (619) 202-7511 Facsimile: (619) 489-0431 Email: Cowen.steve@secowenlaw.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. TILI LOGISTICS: Seeks to Hire Core Columbia as Bookkeeper --------------------------------------------------------- Tili Logistics Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Core Columbia, LLC dba Core Columbia Financial as bookkeeper. The firm will provide bookkeeping services to Debtor through all stages of the Chapter 11 Subchapter V process with an anticipated confirmation of a Plan of Reorganization within six months. The first phase of the work, for a flat fee of $4,300, would be to make any and all necessary changes to the coding, recoding or entry of prepetition transactions such that the Debtor's records are full, complete and accurate. The second phase of the work would pertain to postpetition services for a flat fee of $1,000 per month. In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Ashley Custer, a principal in Core Columbia, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ashley Custer Core Columbia, LLC dba Core Columbia Financial 695 S Santa Fe Ave Apt 205 Los Angeles CA 90021 Phone: (206) 538-3338 Email: ashley@corecolumbia.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. TRAILSIDE INN: Unsecureds to Get 100 Cents on Dollar in Plan ------------------------------------------------------------ Trailside Inn LLC filed with the U.S. Bankruptcy Court for the Northern District of New York a Plan of Reorganization for Small Business dated June 10, 2024. The Debtor is an LLC. In March 2021, the Debtor purchased real property at 2 Pumphouse Road, Vestal, NY, which is a landmark and historic property, formerly known as Drover's Inn. The Debtor was unable to remain current on the mortgage. As a result, a foreclosure sale was scheduled. The Debtor filed this case to stop the foreclosure and get the additional time needed to sell its real property so as to pay off all creditors. The final Plan payment is expected to be paid within 30 days of the date for the sale of Debtor's real property. Concurrently with this Plan, or shortly thereafter, Debtor will cause a Motion to Sell Debtor's real property to be filed, with a return date on or about July 16, 2024. The Debtor expects the sale to be conducted within 30 days of the Order approving the Motion to Sell. Final payment under the Plan will be made within 30 days of the sale date. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. The Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. Class 3 Creditors will receive full payment of their claims in the effective date of the Plan. This Class is impaired. The allowed unsecured claims total $24,285.49 Class 4 consists of equity security holders of the Debtor. Equity interest holders shall receive 100% of the member interests in the reorganized Debtor. This Class is unimpaired. Under the Plan, the Debtor is proposing to sell its real property upon Court approval. The sale proceeds will be used to pay all secured, priority and unsecured claims at 100% of their allowed claims. The Debtor will make the payments on or before the effective date. A full-text copy of the Plan of Reorganization dated June 10, 2024 is available at https://urlcurt.com/u?l=g8Ym8V from PacerMonitor.com at no charge. Attorney for the Debtor: Peter Orville, Esq. Orville & McDonald Law, P.C. 30 Riverside Dr. Binghamton, NY 13905 Tel: (607) 770-1007 Email: peteropc@gmail.com About Trailside Inn Trailside Inn, LLC purchased real property at 2 Pumphouse Road, Vestal, NY in March 2021. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-60181) on March 12, 2024, with $100,001 to $500,000 in assets and liabilities. Paul Levine, Esq., at Emery Greisler, LLC serves as Subchapter V trustee. Judge Patrick G. Radel oversees the case. Peter Alan Orville, Esq., at Orville & McDonald Law, PC represents the Debtor as bankruptcy counsel. TREMONT CHICAGO: Committee Taps Emerald as Financial Advisor ------------------------------------------------------------ The official committee of unsecured creditors of Tremont Chicago, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Emerald Capital Advisors as its financial advisor. The firm will render these services: a) review and analyze the Company's operations, financial condition, business plan, strategy, and operating forecasts; b) assist in evaluating the terms, conditions, and impact of any proposed asset sale transactions; c) review and supplement where applicable the Company's advisors in any M&A efforts; d) assist the Committee with the negotiation of any sale, including participating in negotiations with creditors and other parties involved in any sale; e) assist the Committee in understanding the business and financial impact of various restructuring alternatives of the Debtor; f) advise the Committee as it assesses the Debtor's executory contracts including assume versus reject considerations; g) assist and advise the Committee in connection with its identification, development, and implementation of strategies related to the potential recoveries for unsecured creditors as it relates to the Debtor's plan; h) provide testimony, as necessary, in any proceeding before the Bankruptcy Court; and i) provide the Committee with other appropriate general restructuring advice. Emerald's standard hourly billing rates are as follows: Managing Partners $600 Managing Directors $500 to $550 Vice Presidents $400 to $450 Associates $300 to $350 Analysts $200 to $250 As disclosed in the court filings, Emerald is "disinterested" under section 101(14) of the Bankruptcy Code. The firm can be reached through: John P. Madden Emerald Capital Advisors 150 East 52nd Street, 15th Floor New York, NY 10022 Tel: (646) 968-4094 About Tremont Chicago, LLC Tremont Chicago, LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10844) on April 22, 2024. In the petition signed by Michael Collier, sole member of Hotel Capital, LLC, Debtor's Manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. Maria Aprile Sawczuk, Esq., at GOLDSTEIN & MCCLINTOCK LLLP, represents the Debtor as legal counsel. TREMONT CHICAGO: Committee Taps Potter Anderson as Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Tremont Chicago, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Potter Anderson & Corroon LLP as its counsel. The firm's services include: a. advising the Committee with respect to its rights, powers and duties; b. advising the Committee in its consultations with the Debtor relative to the administration of the Chapter 11 Case; c. advising the Committee in analyzing the claims of the Debtor's creditors and in negotiating with such creditors; d. reviewing financial and operational information furnished by the Debtor to the Committee; e. investigating, and advising the Committee with respect thereto, the acts, conduct, assets, liabilities, and financial condition of the Debtor and/or insiders, the operations of the Debtor's business and the desirability of the continuance of such business, motions filed, assets of the estate and any other matters relevant to the Chapter 11 Case or to the formulation of a plan and/or exit strategy; f. assisting the Committee in its analysis of, and negotiations with, the Debtor or any third-party concerning matters related to, among other things, cash collateral usage or financing to be obtained in the Chapter 11 Case and the terms of any plan of reorganization or liquidation of the Debtor; g. conferring with the Debtor's management and counsel and any other retained professional; h. conferring with the principals, counsel and advisors of the Debtor's lenders; i. representing the Committee at hearings and other proceedings; j. attending the meetings of the Committee; k. reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advising the Committee as to their propriety; l. taking necessary actions to protect and preserve the interests of the Committee; m. appearing, as appropriate, before this Court and the appellate courts, to protect the interests of the Committee before those courts; n. assisting the Committee in preparing and filing pleadings, motions, applications, answers, orders, reports and papers as may be necessary in furtherance of the Committee's interests and objections; and o. performing such other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The firm's current standard hourly rates are: Partners $850-$1,035 per hour Counsel $685 per hour Associates $540 per hour Paraprofessionals $370 per hour Christopher M. Samis, a partner at Potter Anderson & Corroon LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christopher M. Samis, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 Email: csamis@potteranderson.com About Tremont Chicago, LLC Tremont Chicago, LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10844) on April 22, 2024. In the petition signed by Michael Collier, sole member of Hotel Capital, LLC, Debtor's Manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. Maria Aprile Sawczuk, Esq., at GOLDSTEIN & MCCLINTOCK LLLP, represents the Debtor as legal counsel. TREVENA INC: All Six Proposals Approved at Annual Meeting --------------------------------------------------------- Trevena, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on June 18, 2024, that the Company held an Annual Meeting of Stockholders on June 13, 2024, at which the stockholders: (1) elected Jake R. Nunn, Marvin Johnson, Jr., and Mark Corrigan, M.D. as Class II directors to serve for three-year terms until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified; (2) ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2024; (3) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement; (4) approved an amendment to the Trevena, Inc. 2023 Equity Incentive Plan to increase the number of shares of common stock available for issuance under the 2023 Plan as disclosed in the proxy statement; (5) approved an amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-25, at any time prior to Aug. 28, 2024, with the exact ratio to be set within that range at the discretion of the Company's Board of Directors, without further approval or authorization of the Company's stockholders as disclosed in the proxy statement; and (6) approved the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposal 4 or Proposal 5. About Trevena Headquartered in Chesterbrook, Pa., Trevena, Inc. is a biopharmaceutical company focused on developing and commercializing novel medicines for patients affected by central nervous system, or CNS, disorders. Philadelphia, Pa.-based Ernst & Young LLP, the Company's auditor since 2007, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. TRIPLE 7: Seeks to Hire Dennery PLLC as Counsel ----------------------------------------------- Triple 7 Commodities Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to employ Dennery, PLLC as counsel. The firm's services include: a. advising Debtor about their rights, powers and duties as a debtor in possession; b. advising and assisting Debtor with the preparation of the petition, schedules, and statements of financial affairs; c. analyzing the claims of the creditors, and negotiate with such creditors; d. investigating the acts, conduct, assets, rights, liabilities and financial condition of the debtor and the debtor's business; e. advising and negotiating the sale of any or all assets of the Debtor; f. investigating, filing and prosecuting any claims behalf of the estate; g. drafting and proposing a plan of reorganization; h. appearing for the Debtor and Debtor in Possession at any hearings, conferences, and other proceedings; i. preparing and/or reviewing motions, applications, proposed orders, and other documents filed with the Court; j. initiating any appropriate proceedings to avoid prepetition transfers and/or recover assets for the benefit of the estate; and k. delivering any and all other legal services as may be required that are in the best interest of the estate and the creditors. The firm will be paid at these rates: Attorneys $300 per hour Legal researcher $200 per hour Paralegals $100 per hour The firm will be paid a monthly security retainers of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. J. Christian Dennery, Esq., a partner at Dennery, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: J. Christian Dennery Dennery, PLLC 7310 Turfway Rd, Suite 550 Florence, KY 41042 Tel: (859) 445-5495 Fax: (859) 286-6726 Email: jcdennery@dennerypllc.com About Triple 7 Commodities Inc. Triple 7 Commodities Inc. filed Chapter 11 petition (Bankr. M.D.N.C. Case No. 24-50162) on March 1, 2024, with $10 million to $50 million in both assets and liabilities. On April 19, 2024, the case was transferred to the U.S. Bankruptcy Court for the Eastern District of Kentucky (Bankr. E.D. Ky. Case No. 24-60341). Judge Gregory R. Schaaf oversees the case. The Debtor tapped Philip Sasser, Esq., at Sasser Law Firm and David Jorjani, Esq., at Jorjani Law Office as counsel. TRISTAR SOLUTIONS: Unsecureds Will Get 22.3% over 3 Years --------------------------------------------------------- Tristar Solutions, LLC, filed with the U.S. Bankruptcy Court for the District of Columbia a Chapter 11 Plan of Reorganization dated June 10, 2024. The Debtor is a limited liability company, formed in the District of Columbia, with its principal place of business is 415 G Street, NE, Washington, DC 2002. The Debtor operates as a general contractor and its primary revenue source is derived from construction related projects. Beginning in November 2023, Tristar experienced a sudden, unexpected, and precipitous decrease in the number of contracts that it was receiving from its largest clients resulting in a concomitant decrease in revenue. The decrease in Tristar's work and revenue was directly attributable to the District of Columbia's Department of Transportation ("DOT") changing the procedures for obtaining permits for road work/construction. Due to the changes in the permitting process, Tristar's clients experienced delays in obtaining the required permits for road work, and the delays resulted in the reduction of the total contracts awarded to the Debtor and the related diminished cash flow. The cash flow issues were exacerbated by repayment demands of the remaining MCA Lenders. The Debtor was unable to successfully negotiate repayment agreements with all of its MCA Lenders and the situation reached the point where Debtor was faced with losing access to all of its funds. Without cash, Tristar would be unable to pay its subcontractors and its material suppliers which would necessarily result in the termination of all business operations. To avoid "shutting its doors," Tristar filed this case. The Debtor's projections reflect projected net income of approximately $318,538.55 that will be utilized to the fund the Plan over a three-year period. The final Plan payment to unsecured creditors is expected to be paid on the date that is three years after the Effective Date of the Plan. Class 3 consists of all General Unsecured Claims, which includes the Claims of Merchant Cash Advance Claimants, and the Undersecured portion of the SBA. Provided that an Allowed Class 3 Claim has not been paid prior to the Effective Date, or pursuant to a cure payment to be paid to assume an executory contract, and except to the extent that a holder of a Class 3 Claim agrees to a different and lesser treatment, each holder of an Allowed Class 3 Claim shall receive from the Debtor, in full and complete settlement, satisfaction and discharge of its Allowed Class 3 Claim, a pro rata portion of the quarterly payments and Quarterly Avoidance Action Proceeds (to the extent that Administrative Claims and Priority Tax Claims have first been paid in full) (and each such pro rata share to be paid after payment of the commission incurred by the Trustee, if any). Otherwise, General Unsecured Claims shall be paid quarterly pro rata commencing on the Effective Date in accordance with the Debtor's Financial Projections, but after the payment in full of Tax Priority Claims, Non-Tax Priority Claims, Administrative Tax Claims, Administrative Expense Claims, Professional Expense Claims and the Class 2 Claimant, the total minimum amount allocated under the Plan for the payment of Allowed General Unsecured Claims is estimated to be $230,000.00, or roughly a 22.3% distribution on estimated Allowed General Unsecured Claims. On a quarterly basis, the amount to be disbursed to Allowed General Unsecured Claims on a pro rata basis is estimated to be between $19,000.00 and $27,930.00. This estimation assumes that no Class 3 Claim will be deemed to be a Nondischargeable Claim. In the event that any Class 3 Claim is deemed to be a Non Dischargeable Claim, the amount available for distribution to Class 3 Claims on a pro rata basis will be reduced to the extent of the amount of any such Claim deemed to be NonDischargeable. Quarterly Avoidance Action Proceeds (none known at the present time) shall also be used to fund payments upon Allowed General Unsecured Claims after the payment of Administrative Claims Priority Non-Tax Claims and Priority Tax Claims with higher priority, if any. Class 3 is impaired under this Plan and, therefore, Holders of Class 3 Claims are entitled to vote to accept or reject this Plan. Class 4 consists of the equity interests in the Debtor. The holders of the equity interest in the Debtor, Paul A. Horton shall retain his 100% equity interest the Debtor. Holders of equity interests in the Debtor are unimpaired and not entitled to vote on the Plan. All property of the Estate shall revest in the Debtor on the Effective Date, free and clear of all other liens, Claims, interests and encumbrances, except for the liens specifically preserved or created by this Plan. Beginning on the first business day that is in the first full month after the Effective Date, and continuing on the first business day of each third month thereafter for a total of 12 quarters, the Debtor, or, if this Plan is confirmed pursuant to Section 1191(b) of the Bankruptcy Code, the Trustee (from payments made to the Trustee by the Debtor), shall pay a quarterly payment plus any Quarterly Avoidance Action Proceeds. The Net Projected Disposable Income of the Debtor shall otherwise be distributed on a quarterly basis. A full-text copy of the Plan of Reorganization dated June 10, 2024 is available at https://urlcurt.com/u?l=Hd18fi from PacerMonitor.com at no charge. Counsel for the Debtor: Kevin R. Feig, Esq. Janet M. Nesse, Esq. McNamee Hosea PA 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Telephone: (301) 441-2420 Email: jnesse@mhlawyers.com kfeig@mhlawyers.com About Tristar Solutions Tristar Solutions, LLC, a Washington, DC-based company, filed its voluntary Chapter 11 petition (Bankr. D.D.C. Case No. 24-00074) on March 11, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Paul A. Horton, chief executive officer and sole member, signed the petition. Kevin R. Feig, Esq. at Mcnamee Hosea, PA represents the Debtor as counsel. TURNING POINTS: Seeks Court Nod to Sell Motor Vehicles ------------------------------------------------------ Turning Points for Children asked the U.S. Bankruptcy Court for the Eastern District of Pennsylvania for approval to sell its motor vehicles in a private deal. Turning Points is selling the vehicles for an amount that is comparable to the Kelley Blue Book value per vehicle at the time of sale. "Given the urgency of selling the vehicles and their relative value, [Turning Points] does not intend to conduct an advertised sale or formal auction but will sell the vehicles at the best prices it can obtain in a private sale," Aris Karalis, Esq., attorney for Turning Points, said. The vehicles are being sold "free and clear" of liens, claims, encumbrances, and interests. None of the vehicles is encumbered by a lien and Turning Points holds title to each of the vehicles. About Turning Points for Children Turning Points for Children, a subsidiary of Public Health Management Corporation, provides a range of social and health services to support children, caregivers, and families. Its mission is to nurture families with children who are struggling against economic and environmental odds. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11479) on May 1, 2024, with $34,373,426 in assets and $6,400,954 in liabilities. Richard Furtek of Furtek & Associates, LLC is the Subchapter V trustee. Judge Ashely M. Chan oversees the case. Aris J. Karalis, Esq., at Karalis PC, represents the Debtor as legal counsel. TWO-YOUNG CONSULTANTS: Case Summary & 13 Unsecured Creditors ------------------------------------------------------------ Debtor: Two-Young Consultants LLC 2508 Scottsville Road, Suite 104 Bowling Green, KY 42104 Business Description: The Debtor is an urgent care medical services provider offering treatment for minor illnesses and injuries including colds & flu, fevers, infections, broken bones, sprains, strains, STD testing and employer services. The Company's medical walk-in clinic provides medical care at a lower cost and with a shorter wait time. Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 24-10435 Debtor's Counsel: Dean A. Langdon, Esq. DELCOTTO LAW GROUP PLLC 200 North Upper St. Lexington, KY 40507 Tel: (859) 231-5800 Fax: (859) 281-1179 Total Assets: $618,882 Total Liabilities: $3,407,317 The petition was signed by Charles D. Young, Jr., member. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MCIY7OA/Two-Young_Consultants_LLC__kywbke-24-10435__0001.0.pdf?mcid=tGE4TAMA TYKMA INC: Hires Shuker & Dorris P.A. as Legal Counsel ------------------------------------------------------ Tykma, Inc. seeks approval from the U.S. Bankruptcy Court for the seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Shuker & Dorris, P.A. as Counsel. The firm's services include: a. advising as to the Debtor's rights and duties in this case; b. preparing pleadings related to this case, including a disclosure statement and a plan of reorganization; and c. taking any and all other necessary action incident to the proper preservation and administration of this estate; The firm will be paid at these rates: Partners $550 to $700 per hour Associates $475 per hour Paraprofessionals $125 to 225 per hour RS Shuker $700 per hour ML Dorris $550 per hour LL Stricker $475 per hour MA Franklin $225 per hour AR Tillman $125 per hour The firm received a retainer in the amount of $38,858 from the Debtor's subsidiary, Control Micro Systems, Inc., and $33,858 from the Debtor. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Scott Shuker, Esq., a partner at Shuker & Dorris, P.A. , disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: R. Scott Shuker, Esq. Shuker & Dorris, P.A. 121 S. Orange Avenue, Suite 1120 Orlando, FL 32801 Telephone: (407) 337-2060 Facsimile: (407) 337-2050 About Tykma, Inc. Tykma is a manufacturer of navigational, measuring, medical and control instruments. Tykma, Inc. in Winter Park, FL, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 24-02729) on May 30, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Paul R. Dupee as chairman, signed the petition. Judge Tiffany P. Geyer oversees the case. SHUKER & DORRIS, P.A. serve as the Debtor's legal counsel. UNDERGROUND SOLUTIONS: Hires Fox Law Corp. as Legal Counsel ----------------------------------------------------------- Underground Solutions LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire The Fox Law Corporation as general bankruptcy counsel. The firm can be reached through: a. advise the Debtor with respect to its powers and duties as a Debtor-in-possession and the management of estate property and to assist Applicant to perform its duties as a debtor-in-possession; b. negotiate, formulate, draft, and confirm a plan of reorganization and to attend hearings before this Court in connection with any proposed disclosure statements and plans; c. examine filed claims to determine their nature, extent, validity and priority; d. advise and assist Applicant in connection with collecting, selling and/or refinancing assets in order to implement a plan of reorganization; e. take such actions as may be necessary to protect estate assets from seizure; f. advise the Debtor with respect to assuming or rejecting executory contracts and leases; g. advise and assist the Debtor in fulfilling its obligations as a fiduciary of the bankruptcy estate; h. prepare all necessary pleadings pertaining to matters of bankruptcy law before the Court; i. respond to the compliance requirements of the U.S. Trustee; j. render other legal services for Applicant for which the services of a bankruptcy attorney may be necessary during the pendency of this case including any necessary litigation. The firm will be paid at these rates: Steven R. Fox $600 per hour Principals $600 per hour Associates $550 per hour Law Clerks/Paralegals $150 per hour The firm received a retainer of $46,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven R. Fox, Esq., a partner at The FoxLaw Corporation, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven R. Fox, Esq. The FoxLaw Corporation, Inc. 17835 Ventura Boulevard, Suite 306 Encino, CA 91316 Tel: (818) 774-3545 Fax: (818) 774-3707 Email: Srfox@foxlaw.com About Underground Solutions LLC Underground Solutions LLC specializes in providing cutting-edge underground communication services. The Company specializes in delivering top-tier fiber optic services that enhance connectivity experience. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10578) on May 23, 2024. In the petition signed by Javier Junior Esqueda, managing member, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Ronald A. Clifford III oversees the case. Steven R. Fox, Esq., at the Fox Law Corporation, Inc., represents the Debtor as legal counsel. UNDERGROUND SOLUTIONS: Hires Patrick Rettig Corporation as CRO -------------------------------------------------------------- Underground Solutions LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Patrick Rettig Corporation as chief restructuring officer. The firm's services include: -- establish appropriate accounting procedures; -- ascertain cash flow and cash needs; -- prepare a weekly projection of gross receipts and expenses; -- identify how to increase the Debtor's number of clients that will utilize the Debtor's services; and -- implement procedures to keep business operations running smoothly and to start new marketing efforts. The firm will be paid a monthly fee of $6,000. Patrick Rettig, a principal at Patrick Rettig Corporation, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Patrick Rettig Patrick Rettig Corporation 7877 Arroyo Vista Court Riverside, CA 92506 Tel: (760) 662-9668 About Underground Solutions LLC Underground Solutions LLC specializes in providing cutting-edge underground communication services. The Company specializes in delivering top-tier fiber optic services that enhance connectivity experience. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10578) on May 23, 2024. In the petition signed by Javier Junior Esqueda, managing member, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Ronald A. Clifford III oversees the case. Steven R. Fox, Esq., at the Fox Law Corporation, Inc., represents the Debtor as legal counsel. UNDERGROUND SOLUTIONS: Taps Lucove Say & Co. as Accountant ---------------------------------------------------------- Underground Solutions LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Lucove, Say & Co. as its accountant. The firm will render these services: a. review the Debtor's financial status and to determine those accounting and financial changes which are appropriate and necessary; b. assist the Debtor in determining whether post-petition DIP financing is appropriate and if so to assist the Debtor to obtain said financing; c. review the Debtor's financial records and assist counsel in determining what avoidance actions, if any, should be brought against insiders and others for the benefit of the estate; d. prepare tax returns, to handle audits and to take steps necessary to reduce the estate's liabilities; and e. render other accountancy services for the Debtor for which services of an accountant may be necessary during the pendency of this case. The firm will be paid at these rates: Richard Say, C.P.A. $300 per hour Cameron Say C.P.A $175 per hour Richard Say, C.P.A. , a partner at Lucove, Say, & Co., disclosed in the court filings that is firm is a "disinterested person" within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. The firm can be reached through: Richard Say, C.P.A. Lucove, Say, & Co. 23901 Calabasas Road, Suite 2085 Calabasas, CA 91302 Telephone: (818) 224-4411 Facsimile: (818) 225-7054 EMail: RSay@Lucovesay.com About Underground Solutions LLC Underground Solutions LLC specializes in providing cutting-edge underground communication services. The Company specializes in delivering top-tier fiber optic services that enhance connectivity experience. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10578) on May 23, 2024. In the petition signed by Javier Junior Esqueda, managing member, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Ronald A. Clifford III oversees the case. Steven R. Fox, Esq., at the Fox Law Corporation, Inc., represents the Debtor as legal counsel. URGENTPOINT INC: Hires Donlin Recano as Claims and Noticing Agent ----------------------------------------------------------------- UrgentPoint, Inc. and UrgentPoint Medical Group, PC seek approval from the U.S. Bankruptcy Court for District of Delaware to employ Donlin, Recano & Company, Inc. as claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. The firm will bill these hourly fees: Senior Bankruptcy Consultant $160 - $193 Case Manager $153 - $167 Consultant $126 - $149 Clerical / Technology Programming $50 - $82 Analysts WAIVED The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lisa Terry, a senior legal director at Donlin, Recano & Company, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lisa Terry Donlin, Recano & Company, Inc. 48 Wall Street New York, NY 10016 Telephone: (619) 346-1628 About UrgentPoint Inc. UrgentPoint, Inc. is a multi-specialty medical group that practices an integrated care approach for chronic conditions. UrgentPoint, Inc. and UrgentPoint Medical Group, PC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11044) on May 20, 2024. In the petitions signed by Joe Chauvapun, M.D., chief executive officer, UrgentPoint disclosed $7,922,122 in assets and $6,941,998 in liabilities. Judge Laurie Selber Silverstein oversees the cases. Thomas J. Francella, Jr., Esq., at Whiteford, Taylor & Preston LLC represents the Debtors as counsel. URGENTPOINT INC: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------------ UrgentPoint, Inc. and UrgentPoint Medical Group, PC seek approval from the U.S. Bankruptcy Court for District of Delaware to retain professionals utilized in the ordinary course of business. The Debtor needs ordinary course professionals to perform services for matters unrelated to this Chapter 11 case. The Debtor seeks to pay OCPs 100 percent of the fees and expenses incurred. The Debtor does not believe that any of the ordinary course professionals have an interest materially adverse to it, its estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCP's include: Withum Smith+Brown, PC 16830 Ventura Blvd., #501 Encino, CA 91436 Tax Services Aggregate Caps: $50,000 Elite Property Protection 17328 Ventura Blvd, #364 Encino, CA 91316 Real Estate Advisory Services Negotiations and Transactions Monthly Cap: $3,000/$20,000 About UrgentPoint Inc. UrgentPoint, Inc. is a multi-specialty medical group that practices an integrated care approach for chronic conditions. UrgentPoint, Inc. and UrgentPoint Medical Group, PC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11044) on May 20, 2024. In the petitions signed by Joe Chauvapun, M.D., chief executive officer, UrgentPoint disclosed $7,922,122 in assets and $6,941,998 in liabilities. Judge Laurie Selber Silverstein oversees the cases. Thomas J. Francella, Jr., Esq., at Whiteford, Taylor & Preston LLC represents the Debtors as counsel. URGENTPOINT INC: Taps Theodora Oringher as Bankruptcy Counsel ------------------------------------------------------------- UrgentPoint, Inc. and UrgentPoint Medical Group, PC seek approval from the U.S. Bankruptcy Court for District of Delaware to employ Theodora Oringher, PC as lead bankruptcy counsel. The firm's services include: a. assisting in preparing all petitions, motions, applications, orders, reports, and papers necessary or desirable to commence these Cases; b. advising the Debtors of their rights, powers, and duties as debtors and debtors in possession under chapter 11 of the Bankruptcy Code; c. taking action to protect and preserve the Debtors' estates; d. assisting in preparing on behalf of the Debtors all motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtors' estates; e. assisting in preparing the Debtors' plan of reorganization; f. assisting in preparing the Debtors' disclosure statement and any related documents and pleadings necessary to solicit votes (if ordered by the Court) on the Debtors' plan of reorganization; g. prosecuting on behalf of the Debtors the proposed plan and seeking approval by necessary parties of all transactions contemplated therein and in any amendments thereto; and h. performing other necessary or desirable legal services in connection with any such cases under the Bankruptcy Code. The firm received a retainer in the amount of $20,000. The firm will be paid at these rates: William N Lobel $1,075 per hour Rosa A. Shirley $775 per hour Partner $575 to $1,300 per hour Counsel $775 to $1,075 per hour Associates $400 to $700 per hour Paraprofessionals $300 to $425 per hour William Lobel, Esq., a partner at Theodora Oringher, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William N. Lobel, Esq. Rosa A. Shirley, Esq. Theodora Oringher PC 535 Anton Boulevard, Ninth Floor Costa Mesa, CA 92626-7109 Tel: (714) 549-6200 Fax: (714) 549-6201 Email: wlobel@tocounsel.com rshirley@tocounsel.com About UrgentPoint Inc. UrgentPoint, Inc. is a multi-specialty medical group that practices an integrated care approach for chronic conditions. UrgentPoint, Inc. and UrgentPoint Medical Group, PC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11044) on May 20, 2024. In the petitions signed by Joe Chauvapun, M.D., chief executive officer, UrgentPoint disclosed $7,922,122 in assets and $6,941,998 in liabilities. Judge Laurie Selber Silverstein oversees the cases. Thomas J. Francella, Jr., Esq., at Whiteford, Taylor & Preston LLC represents the Debtors as counsel. US LOGISTICS: Files for Chapter 7 Bankruptcy -------------------------------------------- US Logistics Solutions, Inc. (USLS) has announced that, despite the best efforts by its dedicated workforce, the company was notified by its lender that it will no longer receive the necessary funding to continue operations. As a result, USLS will liquidate immediately and filed for Chapter 7 bankruptcy on Friday, June 21. Over the past several months, USLS has implemented numerous strategic initiatives aimed at stabilizing and revitalizing the company. The leadership team and core operations workforce, comprised of experienced professionals, worked tirelessly to navigate the challenging market conditions and improve the company's financial health. These efforts included optimizing operational efficiencies, enhancing customer service, and exploring innovative solutions to meet the evolving demands of the logistics industry. USLS's partnerships with customers have always been paramount. The company's ability to deliver an incredible customer experience started with investing in and empowering its people. Recognizing that the company is as good as the individuals who make it up, USLS has always placed its employees at the center of everything it does. The customer-focused, customized solution, outside-of-the-box team has consistently strived to provide clear and proactive communication to clients as they navigated the many variables of their supply chains. Above all else, USLS aimed to be the most dependable pool distribution provider in the nation. The decision to file for bankruptcy was not taken lightly. The leadership team explored all possible alternatives to avoid this outcome, including seeking additional investment and strategic partnerships. However, the abrupt cessation of funding left the company with no other recourse. USLS has always been committed to delivering exceptional logistics solutions to its customers and maintaining strong relationships with its partners. The company deeply regrets the impact this development will have on its employees, customers, and stakeholders. USLS' leadership team is committed to ensuring that the bankruptcy process is handled with transparency and integrity. Indeed, it intends to cooperate with the trustee and the bankruptcy court throughout this process. The Chapter 7 bankruptcy filing will enable an orderly liquidation of the company's assets, ensuring that creditors are treated fairly and equitably. About US Logistics Solutions USLS has been a trusted provider of comprehensive logistics and supply chain solutions for over 30 years. Known for its commitment to innovation, customer service, and operational excellence, USLS has served a diverse range of industries, helping businesses streamline their logistics operations and achieve their goals. VAPOTHERM INC: Inks Merger Agreement With Veronica Holdings ----------------------------------------------------------- Vapotherm, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 17, 2024, the Company entered into an Agreement and Plan of Merger with Veronica Holdings, LLC, a Delaware limited liability company ("Topco"), Veronica Intermediate Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Topco ("Parent"), Veronica Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, among other things, Merger Sub will merge with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub will cease, and the Company will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. Topco, Parent and Merger Sub are affiliates of Perceptive Advisors, LLC. The Board of Directors of the Company referred consideration of any potential transaction involving the Company to a Special Review Committee of the Board, including the authority to, among other things, review, evaluate, negotiate, approve or not approve and recommend or not recommend to the Board and the Company's stockholders any proposal made by Parent. The Special Committee unanimously (i) determined that the Merger and certain other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company, (ii) recommended that the Board (A) approve and declare advisable that the Company enter into the Merger Agreement and certain other transaction documents and agreements to which the Company is or will be a party and perform its covenants and other obligations therein, and consummate the transactions contemplated by the Merger Agreement and such other transaction documents, including the Merger, upon the terms and subject to the conditions set forth therein and (B) direct that the adoption of the Merger Agreement be submitted to a vote of the Company's stockholders at a meeting of the Company's stockholders, and (iii) subject to the terms and conditions of the Merger Agreement, recommended that the Company's stockholders approve the adoption of the Merger Agreement and approve the Merger on the terms and subject to the conditions set forth in the Merger Agreement. The Board (acting on the recommendation of the Special Committee) unanimously (i) determined that the Merger and certain other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and the Company's stockholders, (ii) approved and declared advisable that the Company enter into the Merger Agreement and certain other transaction documents and agreements to which the Company is or will be a party and perform its covenants and other obligations therein, and consummate the transactions contemplated by the Merger Agreement and such other transaction documents, including the Merger, upon the terms and subject to the conditions set forth therein, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the Company's stockholders at a meeting of the Company's stockholders and (iv) subject to the terms and conditions of the Merger Agreement, recommended that the Company's stockholders approve the adoption of the Merger Agreement and approve the Merger on the terms and subject to the conditions set forth in the Merger Agreement. Pursuant to the Merger Agreement, at the effective time of the Merger, and by virtue of the Merger, (i) each share of common stock, par value $0.001 per share, of the Company issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount in cash equal to $2.18, without interest, and as of the Effective Time, all such shares will no longer be outstanding and will automatically be cancelled and will cease to exist, and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration; (ii) each share of Company Common Stock held in the treasury of the Company or owned by the Company or any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time will be canceled and retired without any conversion thereof and will cease to exist and no payment or distribution will be made with respect thereto; (iii) and each share of Company Common Stock owned by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub immediately prior to the Effective Time (other than the Rollover Shares contributed to Topco) will be canceled and retired without any conversion thereof and will cease to exist and no payment or distribution will be made with respect thereto; (iv) each share of Company Common Stock held by a holder who is entitled to demand and properly exercises and perfects its respective demand for appraisal of such shares of Company Common Stock in accordance with Section 262 of the General Corporation Law of the State of Delaware and as described in the Merger Agreement; and (v) each Rollover Share will remain outstanding and no payment or distribution will be made with respect thereto. As of the Effective Time, except as otherwise agreed to between Parent, the Company and a holder of an award, each option to purchase shares of Company Common Stock that is outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled and in exchange therefor the holder will be entitled to receive an amount in cash, less applicable tax withholdings, equal to (i) the total number of shares of Company Common Stock subject to the vested portion of such Company Stock Option immediately prior to the Effective Time (including any portion of the Company Stock Option that becomes vested as a result of the transaction), multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the applicable exercise price per share of Company Common Stock subject to such Company Stock Option. No holder of a Company Stock Option that, as of immediately prior to such cancellation, has an exercise price per share of Common Stock that is equal to or greater than the Per Share Merger Consideration will be entitled to any payment with respect to such cancelled Company Stock Option. As of the Effective Time, except as otherwise agreed to between Parent, the Company and a holder of an award, each restricted stock unit that is outstanding, whether or not vested, immediately prior to the Effective Time will be cancelled and in exchange therefor the holder will be entitled to receive an amount in cash, less applicable tax withholdings, equal to (i) the total number of shares of Company Common Stock subject to the vested portion of such Company RSU Award immediately prior to the Effective Time (including any portion of the Company Stock Option that becomes vested as a result of the transaction) multiplied by (ii) the Per Share Merger Consideration. As of the Effective Time, except as otherwise agreed to between Parent, the Company and a holder of an award, each performance stock units that is outstanding immediately prior to the Effective Time will be cancelled and in exchange therefor the holder will be entitled to receive an amount in cash, less applicable tax withholdings, equal to (i) the total number of shares of Company Common Stock subject to the vested portion of such Company PSU Award immediately prior to the Effective Time (including any portion of the Company PSU Award that becomes vested as a result of the transaction) (assuming target performance is achieved, or such higher level as required by the terms of such Company PSU Award), multiplied by (ii) the Per Share Merger Consideration. As further described below, certain holders of Company Stock Options, Company RSU Awards and Company PSU Awards may agree with Parent and Topco to use the cash consideration that would otherwise be received in respect of such awards in the Merger (or the shares that would otherwise be delivered) in respect of such awards to subscribe for equity in Topco. The closing of the Merger is subject to the satisfaction or waiver of certain conditions, including, among other things, (i) the absence of any law, order, injunction or decree issued by any governmental body of competent jurisdiction prohibiting the consummation of the Merger, (ii) the approval of the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at a stockholders' meeting duly called and held for such purpose, (iii) the accuracy of the representations and warranties contained in the Merger Agreement (subject to specified materiality qualifiers), (iv) compliance with the covenants and obligations under the Merger Agreement in all material respects, (v) the absence of a material adverse effect with respect to the Company and (vi) the continuing effectiveness of certain agreements to which the Company is a party. The Merger Agreement includes customary representations, warranties and covenants of the Company, Topco, Parent and Merger Sub. The Company has agreed to use commercially reasonable efforts to carry on its business in the ordinary course until the Effective Time, subject to customary exceptions. Parent has agreed to take any and all actions that may be required in order to obtain antitrust approval of the proposed Merger, to use commercially reasonable efforts to obtain foreign investment approvals, and to use commercially reasonable efforts to obtain other regulatory approvals, in each case, subject to certain limitations and to the extent required in connection with the Merger. The Company is subject to customary "no-shop" restrictions on the Company's ability to solicit alternative acquisition proposals, to furnish information to, and participate in discussions or negotiations with, third parties regarding any alternative acquisition proposals, subject to a customary "fiduciary out" provision that allows the Company, under certain specified circumstances, to furnish information to, and participate in discussions or negotiations with, third parties with respect to an acquisition proposal if the Board or a committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such acquisition proposal either (i) constitutes a superior proposal or (ii) is reasonably likely to lead to or result in a superior proposal, and that failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Board, or the Special Committee (or an alternative committee of the Board) under applicable law. The Merger Agreement also includes customary termination provisions for each of the Company and Parent. Upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay Parent a termination fee of $1 million. The Company is required to pay Parent the Termination Fee if (i) the Company terminates the Merger Agreement in order to enter into a definitive agreement with respect to a superior proposal that was not the result of a material breach of the Company's no-shop obligations or (ii) the Merger Agreement is terminated by Parent following the Board or any committee thereof effecting a change of recommendation, in each case, as more particularly described in the Merger Agreement. The Company is also required to pay Parent the Termination Fee if the Merger Agreement is terminated by either Parent or the Company if, under certain circumstances, a third party has publicly disclosed or provided to the Board another acquisition proposal prior to such termination, and within 12 months following such termination, the Company enters into an agreement for or consummates a business combination transaction. The Merger Agreement also provides that either party may specifically enforce the other party's obligations under the Merger Agreement under certain specified circumstances. Parent's and its affiliates' liability for monetary damages for breaches of the Merger Agreement are capped at $1.0 million plus certain enforcement expenses. Parent has secured committed equity financing, to be provided by Perceptive or one of its affiliates, on the terms and subject to the conditions set forth in an equity commitment letter provided by Perceptive. Parent has also secured Perceptive's or one of its affiliates' obligation to fund Parent's and/or Merger Sub's obligations to pay certain monetary damages and expenses pursuant to the terms of the Merger Agreement. Subject to the satisfaction or waiver of the conditions to the closing of the Merger, the Company expects the closing of the transactions contemplated by the Merger Agreement to occur in the second half of 2024. In connection with the Company's entry into the Merger Agreement, certain stockholders of the Company entered into Rollover Agreements, dated as of June 17, 2024, by and among Topco, the Company and each Stockholder Rollover Holder. Pursuant to and subject to the terms and conditions of the Stockholder Rollover Agreements, on the closing date of the Merger but immediately prior to the Effective Time, each Stockholder Rollover Holder agreed to contribute, transfer and assign to Topco all of the shares of Company Common Stock held directly by such Stockholder Rollover Holder, in exchange for common units in Topco at a price per Common Unit equal to $2.18. Pursuant to, and upon the terms and subject to the conditions of the Stockholder Rollover Agreements, each Stockholder Rollover Holder also agrees (a) to vote all of the Rollover Shares held by such Stockholder Rollover Holder (i) in favor of the adoption and approval of the Merger Agreement and the Merger, (ii) against any action, proposal, agreement or transaction that would reasonably be expected to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement, (iii) against any action, proposal, transaction or agreement that would result in (A) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company in the Merger Agreement, or of such Stockholder Rollover Holder contained in such Stockholder Rollover Agreement, or (B) any of the conditions to the consummation of the Merger set forth in the Merger Agreement not being fulfilled, and (iv) in favor of any adjournment, recess, delay or postponement of the meeting of stockholders of the Company called to vote to adopt and approve the Merger Agreement and the Merger as may be reasonably requested by the Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger and (b) not to (v) transfer any of such Rollover Shares or enter any contract, option or other arrangement or understanding with respect to the transfer of any of such Rollover Shares or any interest therein, (w) deposit any of such Rollover Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to such Rollover Shares that is inconsistent with the such Stockholder Rollover Holder's obligations under such Stockholder Rollover Agreement, (x) convert or exchange, or take any action which would, or would reasonably be expected to, result in the conversion or exchange, of any of such Rollover Shares, (y) take any action that would, or would reasonably be expected to, (1) make any representation or warranty of such Stockholder Rollover Holder in such Stockholder Rollover Agreement materially untrue or materially incorrect, (2) have the effect of preventing, disabling, or materially delaying such Stockholder Rollover Holder from performing any of its obligations under such Stockholder Rollover Agreement or (3) result in a breach of any covenant, agreement or obligation of such Stockholder Rollover Holder set forth in such Stockholder Rollover Agreement, or (z) commit or agree to commit to take any of the actions referred to in the immediately preceding clauses (v), (w), (x) or (y).The foregoing description of the Stockholder Rollover Agreements is qualified in its entirety by reference to the full text of the Stockholder Rollover Agreements, forms of which are attached as Exhibit 10.1 and Exhibit 10.2, and are incorporated herein by reference. Concurrently with the Company's entry into the Merger Agreement, Topco and Parent entered into a Rollover Agreement, dated as of June 17, 2024, by and among Topco, Parent and each of the persons identified as a holder on the signature pages thereto. Pursuant to the terms and subject to the conditions of the SLR Rollover Agreement, the SLR Rollover Holders agreed to, immediately prior to the Effective Time and subject to the subsequent consummation of the Merger, contribute certain of the loans and certain of the accrued but unpaid interest and fees under the Loan and Security Agreement, and the Warrants, to Topco in exchange for Series A Preferred Units of Topco and Common Units and subsequent to the consummation of the Merger, such loans and accrued but unpaid interest and fees under the Loan and Security Agreement, and the Warrants, will be contributed by Topco to Parent and immediately upon receipt by Parent thereof, following the Effective Time, such loans and accrued but unpaid interest and fees under the Loan Agreements, and the Warrants, will thereafter be contributed by Parent to the Surviving Corporation. Additionally, in connection with the Company's entry into the Merger Agreement, certain stockholders of the Company entered into Voting and Support Agreements, dated as of June 17, 2024, by and between Parent and such stockholder. Pursuant to, and upon the terms and subject to the conditions of the Voting Agreements, each stockholder agreed (a) to vote all of the shares of Company Common Stock beneficially owned by such stockholder (i) in favor of the adoption and approval of the Merger Agreement and the Merger, (ii) against any action, proposal, agreement or transaction that would reasonably be expected to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement, (iii) against any action, proposal, transaction or agreement that would result in (A) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company in the Merger Agreement, or of such stockholder contained in such Voting Agreement, or (B) any of the conditions to the consummation of the Merger set forth in the Merger Agreement not being fulfilled, and (iv) in favor of any adjournment, recess, delay or postponement of the meeting of stockholders of the Company called to vote to adopt and approve the Merger Agreement and the Merger as may be reasonably requested by the Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger and (b) not to (v) transfer any of such stockholder's shares of Company Common Stock or enter any contract, option or other arrangement or understanding with respect to the transfer of any of such stockholder's shares of Company Common Stock or any interest therein, (w) deposit any of such stockholder's shares of Company Common Stock into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to such stockholder's shares of Company Common Stock that is inconsistent with the such stockholder's obligations under such Voting Agreement, (x) convert or exchange, or take any action which would, or would reasonably be expected to, result in the conversion or exchange, of any of such stockholder's shares of Company Common Stock, (y) take any action that would, or would reasonably be expected to, (1) make any representation or warranty of such stockholder in such Voting Agreement materially untrue or materially incorrect, (2) have the effect of preventing, disabling, or materially delaying such stockholder from performing any of its obligations under such Voting Agreement or (3) result in a breach of any covenant, agreement or obligation of such stockholder set forth in such Voting Agreement, or (z) commit or agree to commit to take any of the actions referred to in the immediately preceding clauses (v), (w), (x) or (y). Furthermore, in connection with the Company's entry into the Merger Agreement, certain members of Company management entered into Subscription Agreements, dated as of June 17, 2024, by and between Topco and such members of Company management. Pursuant to and subject to the terms and conditions of the Subscription Agreements, on the closing date of the Merger and immediately following the Effective Time, each Subscriber has agreed to purchase from Topco, a number of Common Units as determined pursuant the applicable Subscription Agreement, at a subscription price of $2.18 per Common Unit, which number of Common Units will, subject to the Subscribers paying the Company prior to the consummation of the Merger an amount of cash equal to the applicable taxes required to be withheld with respect to the vesting and/or settlement or exercise of the Subscriber's Company Equity Awards, as applicable be determined by calculating (a) all of such Subscriber's consideration payable (net of withholding taxes, except as otherwise agreed by the Subscriber) in respect of such Subscriber's Company Equity Awards, divided by (b) a price per Common Unit equal to $2.18. Pursuant to, and upon the terms and subject to the conditions of the Subscription Agreement, each Subscriber also agrees not to (i) transfer any of such Subscriber's Company Equity Awards or enter any contract, option or other arrangement or understanding with respect to the transfer of any of such Subscriber's Company Equity Awards or any interest therein, (ii) convert or exchange, or take any action which would, or would reasonably be expected to, result in the conversion or exchange, of any of Subscriber's Company Equity Awards, (iii) take any action that would, or would reasonably be expected to, (A) make any representation or warranty of such Subscriber in such Subscription Agreement materially untrue or materially incorrect, (B) have the effect of preventing, disabling, or materially delaying such Subscriber from performing any of his or her obligations under such Subscription Agreement or (C) result in a breach of any covenant, agreement or obligation of such Subscriber set forth in such Subscription Agreement, or (iv) commit or agree to commit to take any of the actions referred to in the immediately preceding clauses (i), (ii) or (iii). In connection with the Company's entry into the Merger Agreement, the Company also entered into the Omnibus Warrant Amendment Agreement, dated as of June 17, 2024, by and among the Company and each of the persons identified as a holder on the signature pages thereto the. Pursuant to the Warrant Amendment, the Company and the SLR Warrant Holders agreed (a) to, effective immediately prior to the consummation of the transactions contemplated by the SLR Rollover Agreement, amend certain warrants to purchase Company Common Stock held by or issued to SLR or any of its affiliates pursuant to the Loan and Security Agreement to provide for the contribution of the Warrants by the SLR Warrant Holders to Topco in connection with the transactions contemplated by the Merger Agreement and the SLR Rollover Agreement, and (b) that immediately prior to the consummation of the transactions contemplated by the SLR Rollover Agreement, that the Company will issue all of the Warrants that are outstanding, or unissued but otherwise due to the SLR Warrant Holders, under the Loan Agreement pursuant to the provisions thereof. The Warrant Amendment also provides that the SLR Warrant Holders will not be entitled to exercise the Warrants (without the prior written consent of the Company) until such time as the Merger Agreement is validly terminated in accordance with its terms prior to the consummation of the Merger. On June 17, 2024, the Company entered into an Amendment No. 8 to Loan and Security Agreement with SLR Investment Corp., as collateral agent, and the lenders party thereto. The Eighth Amendment provided for an interim amendment to the Loan and Security Agreement to be effective between the Amendment Effective Date and the Effective Time. The Interim Loan Agreement Amendment increased the existing senior secured term B loan facility from $4.0 million to $9 million. Borrowings under the Term B Loan Facility will bear interest at a floating rate per annum equal to the sum of (a) 0.10%, plus (b) 8.30% plus (c) CME Term SOFR. The aggregate principal amount outstanding under the Term B Loan Facility will be due and payable on the earlier of (x) the Effective Time and (y) December 31, 2024, subject to being automatically extended by an additional 60 days to give effect to the extension of the Outside Date (as provided for and defined in the Merger Agreement). There are no scheduled amortization payments of the principal amounts of the loans outstanding under the Term B Loan Facility. Borrowings under the Term B Loan Facility are available from the Amendment Effective Date until the Term B Loan Facility Maturity Date and will be conditioned on approval by the lenders' investment committee in its sole discretion. The Interim Loan Agreement Amendment amends the interest rate applicable to the existing senior secured term A loan facility (the "Existing Term A Loan Facility") to provide for a floating interest rate equal to the sum of (a) CME Term SOFR plus (b) 2.30% plus (c) 7.0%; provided that the portion of such interest rate provided for in this clause (c) will be subject to pricing options as set forth in the Interim Loan Agreement Amendment and partially payable in kind and capitalized and added to the aggregate principal amount outstanding under the Existing Term A Loan Facility. The Eighth Amendment provides for certain covenants requiring the Lenders and Agent to assist with the consummation of the Merger, including permitting certain amendments to the Amended Loan and Security Agreement and other documents contemplated in respect of the transactions contemplated by the Merger Agreement. All other terms and conditions of the Term B Loan Facility and the Existing Term A Loan Facility, including the guarantees and security relating thereto are substantively identical to those provided for under the existing credit facilities under the Amended Loan and Security Agreement. The Eighth Amendment further provides for an amendment to the Loan and Security Agreement to be effective as of the Effective. After giving effect to the contribution of $74,427,491.93 of Loans outstanding under the Existing Term A Loan Facility to Topco pursuant to the SLR Rollover Agreement, the aggregate principal amount outstanding under the senior secured term A loan facility under the Merger Effective Date Amendment will be reduced from $114,427,491.93 to $40,000,000. Loans under the Eighth Amendment Term A Loan Facility bear interest at a floating rate per annum equal to the sum of (a) CME Term SOFR (with a floor of 4.50%) plus (b) 6.00%. The aggregate principal amount outstanding under the Eighth Amendment Term A Loan Facility is due and payable on the earlier of (x) the third anniversary of the Merger Effective Date and (y) October 27, 2027. There is no scheduled amortization of the principal amounts of the loans outstanding under the Eighth Amendment Term A Loan Facility. The Merger Effective Date Amendment also provides for revised financial covenant levels applicable to the Eighth Amendment Term A Loan Facility. On June 17, 2024, the Company's President and Chief Executive Officer entered into a side letter with the Company pursuant to which, among other things, the CEO agreed to waive his enhanced severance under the terms of his separation pay agreement with the Company, dated March 24, 2022, in connection with the consummation of the Merger. About Vapotherm Vapotherm, Inc. (OTCQX: VAPO) -- www.vapotherm.com -- is a publicly traded developer and manufacturer of advanced respiratory technology based in Exeter, New Hampshire, USA. The Company develops innovative, comfortable, non-invasive technologies for respiratory support of patients with chronic or acute breathing disorders. Over 4.4 million patients have been treated with the use of Vapotherm high velocity therapy systems. New York, New York-based Grant Thornton LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 22, 2024, citing that the Company incurred a net loss of $58.2 million and generated a cash flow deficit from operations of $24.3 million during the year ended Dec. 31, 2023, and as of that date, the Company had stockholders' deficit of $55.3 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. VARALUZ LLC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Varaluz, LLC 4445 Harmon Cove Court, Suites 4-6 Las Vegas, NV 89103 Business Description: Varaluz handcrafts luxury lighting, mirrors and home decor using eco-friendly recycled materials. Chapter 11 Petition Date: June 25, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-13181 Debtor's Counsel: Talitha Gray Kozlowski, Esq. GARMAN TURNER GORDON LLP 7251 Amigo Street, Suite 210 Las Vegas, NV 89119 Tel: 725-777-3000 Total Assets: $2,758,605 Total Liabilities: $2,964,555 The petition was signed by Ronald F. Henderson as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/T5XER4A/VARALUZ_LLC__nvbke-24-13181__0001.0.pdf?mcid=tGE4TAMA VIVOT EQUIPMENT: Seeks to Hire Jones & Walden as Legal Counsel -------------------------------------------------------------- Vivot Equipment PR, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Virgin Islands to employ Jones & Walden LLC as counsel. The firm's services include: a. preparing of pleadings and applications; b. conducting of examination; c. advising the Debtor of its rights, duties and obligations as a debtor-in-possession; d. consulting with the Debtor and representing the Debtor with respect to a Chapter 11 plan; e. performing those legal services incidental and necessary to the day-to-day operations of the Debtor's business; and f. taking any and all other action incident to the proper preservation and administration of the Debtor's estate and business. The firm will be paid at these rates: Attorneys $300 to $475 per hour Paralegals and law clerks. $110 to $200 per hour The firm holds a retainer in the amount $122,206.71. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Cameron McCord, Esq., a partner at Jones & Walden LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Cameron M. McCord, Esq. Jones & Walden LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Telephone: (404) 564-9300 Email: cmccord@joneswalden.com About Vivot Equipment PR Vivot Equipment PR, LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.V.I. Case No. 24-10011) on June 10, 2024. At the time of filing, the Debtor estimated $10,000,001 to $50 million in both assets and liabilities. Semaj I. Johnson, Esq., at The Johnson Law Firm serves as the Debtors' counsel. WARDADDY AVIATION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Wardaddy Aviation, Inc. 1 Falcon Drive, Hanger B Peachtree City, GA 30269 Business Description: Wardaddy is an aviation company that provides technical expertise and professional integrity to guide clients in making informed decisions about their aircraft, whether it's acquiring new aircraft, storage or aircraft maintenance. Chapter 11 Petition Date: June 21, 2024 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 24-10810 Judge: Hon. Paul Baisier Debtor's Counsel: Thomas T. McClendon, Esq. JONES & WALDEN LLC 699 Piedmont Avenue NE Atlanta, GA 30308 Phone: 404-564-9300 Email: tmcclendon@joneswalden.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David R. Ronig, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QOLGHUI/Wardaddy_Aviation_Inc__ganbke-24-10810__0001.0.pdf?mcid=tGE4TAMA WEISS MULTI-STRATEGY: Hires CliftonLarsonAllen LLP as Auditor ------------------------------------------------------------- Weiss Multi-Strategy Advisers LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ CliftonLarsonAllen LLP as auditors. The firm will render these services: a. audit the Plan for the years ended Dec. 31, 2023 and Dec. 31, 2024 in connection with the Plan's annual reporting obligations under ERISA; and b. perform such other services as may be required and/or deemed to be in the interest of the Plan Debtors. The firm will receive compensation on a fixed fee basis of $26,500 for the 2023 Plan audit and $26,500 for the 2024 Plan audit. Steve Villecco, a managing principal at CliftonLarsonAllen LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steve Villecco, CPA CliftonLarsonAllen LLP 29 South Main Street, 4th Floor West Hartford, CT 06107 Tel: (860) 561-4000 About Weiss Multi-Strategy Advisers LLC Weiss Multi-Strategy Advisers LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10743) on Apr. 29, 2024. In the petition signed by George Weiss, manager, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Martin Glenn oversees the case. The Debtor tapped Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as counsel and Omni Agent Solutions, Inc. as claims and noticing agent. WEISS MULTI-STRATEGY: Hires Omni Agent as Administrative Agent -------------------------------------------------------------- Weiss Multi-Strategy Advisers LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Omni Agent Solutions, Inc. as its administrative agent. The firm's services include: (a) assisting with, among other things, solicitation, balloting and tabulation of votes, and preparing any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest; (b) preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; (c) assisting with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs, and gathering data in conjunction therewith; (d) managing any distributions made pursuant to a plan (if requested); and (e) providing any and all necessary administrative tasks not otherwise specifically set forth above as the Debtors or their professionals may require in connection with these Chapter 11 Cases. Omni has received an initial retainer of $40,000. In addition, the firm will seek reimbursement for expenses incurred. Paul Deutch, the executive vice president of Omni Agent Solutions, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul H. Deutch Omni Agent Solutions 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 Tel: (818) 906-8300 About Weiss Multi-Strategy Advisers LLC Weiss Multi-Strategy Advisers LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10743) on Apr. 29, 2024. In the petition signed by George Weiss, manager, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Martin Glenn oversees the case. The Debtor tapped Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as counsel and Omni Agent Solutions, Inc. as claims and noticing agent. WEISS MULTI-STRATEGY: Taps KPMG to Provide Audit and Tax Services ----------------------------------------------------------------- Weiss Multi-Strategy Advisers LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ KPMG LLP to provide audit and tax services. KPMG's services include: (a) auditing the consolidated financial condition of GWA and its subsidiaries as of December 31, 2023, the related consolidated statements of operations, changes in equity and cash flows for the year ending December 31, 2023 and the related notes to the financial statements; (b) auditing the financial statements of OGI for the year ending Dec. 31, 2024; (c) final examination of management’s assertion that WMSA complied with paragraph (a)(1) of Rule 206(4)-2 and has been complying with Rule 204-2(b) under the Investment Advisers Act of 1940; (d) preparing the U.S. federal, state and local income and franchise tax returns and supporting schedules for the 2023 and 2024 tax year for GWA and WMSA; and (e) performing such other services as may be required and/or deemed to be in the interest of the Debtors. KPMG will be compensated as follows: a. a fixed fee of $180,000 for the GWA 2023 Audit; b. a fixed fee of $130,000 for the OGI 2024 Audit; c. a fixed fee of $19,500 for the 2024 Custody Audit; d. a fixed fee of $60,795 for the GWA and WMSA 2023 Tax Returns; e. a fixed fee of $84,400 for the GWA and WMSA 2024 Tax Returns; and f. for out-of-scope services, KPMG will be compensated based on these hourly rates: Audit and Audit-Related Partners $1,135 Senior Managers $980 Senior Associates $750 Associates $600 Tax and Tax-Related Partners $1,385 Managing Directors $1,360 Senior Manager/Directors $1,260 Managers $985 Senior Associates $710 Associates $530 Paraprofessionals/Interns $300 As disclosed in court filings, KPMG is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Constantinos Kalliaras KPMG, LLP 150 John F. Kennedy Parkway Short Hills, NJ 07078-2702 Phone: (212) 758-9700 About Weiss Multi-Strategy Advisers LLC Weiss Multi-Strategy Advisers LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10743) on Apr. 29, 2024. In the petition signed by George Weiss, manager, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Martin Glenn oversees the case. The Debtor tapped Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as counsel and Omni Agent Solutions, Inc. as claims and noticing agent. WEISS MULTI-STRATEGY: Taps Seward & Kissel as ERISA Counsel ----------------------------------------------------------- Weiss Multi-Strategy Advisers LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Seward & Kissel LLP as corporate, securities and ERISA counsel. The firm will advise the Debtors of the various rules and regulations that the Debtors are subject to when winding down their affairs. In addition, the Debtors need advice in connection with closing the Debtors' retirement plans and making final ERISA filings. The firm will be paid at these hourly rates: Partners $1,225 to $1,700 Counsel $1,075 to $1,200 Associates $550 to $1,075 Senior attorneys $550 to $1,075 Paralegals $275 to $530 The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Large Case Guidelines: a. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. b. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. c. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: S&K’s rates did not change postpetition. In the last 12 months, S&K’s rates increased effective January 1, 2024 in accordance with standard firm policy. d. Question: Has your client approved your prospective budget and staffing plan, and if so, for what budget period? Answer: Yes, the Debtors have approved the prospective budget and staffing plan for the period from April 29, 2024 to July 31, 2024 recognizing that in the course of large chapter 11 cases it is possible that there may be a number of unforeseen fees and expenses that will need to be addressed by the Debtors and S&K. Daniel Bresler, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Daniel Bresler, Esq. Seward & Kissel, LLP One Battery Park Place Plaza New York, NY 10004. Tel: (212) 574-1200 Fax: (212) 450-8421 Email: bresler@sewkis.com About Weiss Multi-Strategy Advisers LLC Weiss Multi-Strategy Advisers LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10743) on Apr. 29, 2024. In the petition signed by George Weiss, manager, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Martin Glenn oversees the case. The Debtor tapped Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as counsel and Omni Agent Solutions, Inc. as claims and noticing agent. WEISS MULTI-STRATEGY: Taps TR Paul as Third-Party Administrator --------------------------------------------------------------- Weiss Multi-Strategy Advisers LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ TR Paul Inc. as third-party administrator for the GWA, LLC 401(k) Profit Sharing Plan. The firm will render these services: (a) perform quarterly valuations and prepare the necessary forms for the Plan for the years ended Dec. 31, 2023 and Dec. 31, 2024 in connection with the Plan's annual reporting obligations under ERISA, including the Annual Report Form 5500 and Form 8955; (b) prepare the necessary forms and services pertaining to any pending litigation and/or discovery requests related to the Plan or the administration of the Plan; and (c) perform such other services as may be required and/or deemed to be in the interest of the Plan Debtors necessary to administer and/or terminate the Plan. The firm will be compensated based: a. For the 2023 and 2024 Reporting Services, compensation will be payable to TR Paul for a fixed fee of $28,615. b. For the Litigation Services, compensation will be payable to TR Paul on an hourly basis, billed at $250 per hour, plus reimbursement of actual, necessary expenses incurred. c. For the other services, compensation will be payable to TR Paul on a fixed fee basis. TR Paul is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mary Griffin TR Paul Inc. 555 Heritage Rd Southbury, CT 06488 Phone: (203) 426-8161 Email: mgriffin@trpaul.com About Weiss Multi-Strategy Advisers LLC Weiss Multi-Strategy Advisers LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10743) on Apr. 29, 2024. In the petition signed by George Weiss, manager, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Martin Glenn oversees the case. The Debtor tapped Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as counsel and Omni Agent Solutions, Inc. as claims and noticing agent. WESTAR PLUMBING: Seeks to Hire Isaura Rowles as Manager ------------------------------------------------------- Westar Plumbing Services, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Isaura Rowles, a professional working and advising businesses in general management practices, as manager. Mrs. Rowles has provided administrative services for the Debtor since November 2021 and served as its acting manager since July 2023. Mrs. Rowles will render these services: a. oversee and manage daily operations for the Debtor's plumbing business; b. oversee and manage daily operations for the Debtor's commercial real property including manage tenant relations and maintain property; c. identify and, if applicable, implement, cost reduction and operations improvement opportunities as well as manage Debtor's relationships with vendors and suppliers; d. assist the Debtor in providing monthly accounting, reports, and reconciliations including assisting the Debtor in preparing its Monthly Operating Reports; e. assist the Debtor in invoicing and collecting its receivables; f. monitor and ensure timely payment of accounts payable; g. manage customer and client relations; h. manage employee relations, including oversee payroll and proper withholdings; i. assist in financial analysis of the Debtor, including but not limited to a review and assessment of financial information, short and long-term projected cash flows, and operating performance; j. assist the s professionals with the development of restructuring or liquidating plans or strategic alternatives intended to maximize the enterprise value of the Debtor; k. perform such other services as may be reasonably requested by authorized personnel; provided, however, that such services are not duplicative of work others are performing for the Debtor; and l. have access and authority to the DIP account to the extent necessary to accomplish the foregoing. Mrs. Rowles will receive weekly compensation in the amount of $1,500 per week. In addition, the Contractor Agreement provides a year-end bonus of up to 5 percent of the Debtor's revenue. Mrs. Rowles will be reimbursed for her reasonable out-of-pocket expenses. Mrs. Rowles assured the court that she is disinterested and has no connection with the creditors or any other party in interest. About Westar Plumbing Services Westar Plumbing Services, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04301) on May 29, 2024, listing $1,000,001 to $10 million in both assets and liabilities. Judge Brenda Moody Whinery presides over the case. Thomas H. Allen, Esq. at Allen, Jones & Giles, PLC represents the Debtor as counsel. WFO LLC: Hires Martin & Drought P.C. as Counsel ----------------------------------------------- WFO LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Martin & Drought, P.C. to serve as legal counsel in its Chapter 11 case. The firm will be paid at these rates: Lead Counsel, Michael G. Colvard $600 per hour Attorneys $250 to 600 per hour Paralegal $100 to 125 per hour The firm will be paid a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael G. Colvard, Esq., a partner at , Martin & Drought, P.C. disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael G. Colvard Martin & Drought, P.C. 112 East Pecan Street, Suite 1616 San Antonio, TX 78205 Tel: (210) 227-7591 Fax: (210) 227-7924 Email: mcolvard@mdtlaw.com About WFO LLC WFO, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50824) on May 6, 2024. In the petition signed by Frank Shumate, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. James S. Wilkins, PC serves as the Debtor's bankruptcy counsel. ZHANG MEDICAL: Hires Savills Inc. as Real Estate Broker ------------------------------------------------------- Zhang Medical P.C. d/b/a New Hope Fertility Center seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Savills Inc. as real estate broker. The firm's services include: a. procuring a suitable premises for the Debtor in connection with the Debtor's operation of its medical practice to be located in the Borough of Manhattan, New York, New York, whether by lease, sublease, assignment, or otherwise that: i. obtains an efficient and more cost-effective space for the Debtor in a building that is more desirable to the Debtor than the Debtor's current place of operation; ii. maximizes the Debtor's flexibility and optionality by having the ability to expand its space over the lifetime of the transaction; and iii. accomplishes the foregoing with the least practicable disruption to the Debtor; b. identifying, analyzing, and evaluating all relevant space and market conditions on a confidential basis; c. reporting weekly briefings to the Debtor on Savills' efforts; d. communicating to the Debtor all offers, inquiries, indications of interest, and communications from prospective landlords; and e. performing such other real estate brokerage services as communicated by the Debtor or as may be necessary and proper in this Chapter 11 proceeding. The firm will be paid a commission of 2 to 4 percent of the rent. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Shay Bolton, a managing director at Savills Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Shay Bolton Savills Inc. 399 Park Avenue, 11th Floor New York, NY 10022 Tel: (212) 326-1000 About Zhang Medical P.C. d/b/a New Hope Fertility Center New York-based Zhang Medical P.C. specializes in low and no-drug infertility solutions that help women conceive with minimal invasiveness. It conducts business under the name New Hope Fertility Clinic. Zhang Medical filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10678) on April 30, 2023, with $1 million to $10 million in both assets and liabilities. Eric Huebscher has been appointed as Subchapter V trustee. Judge Philip Bentley oversees the case. The Debtor tapped Joseph D. Nohavicka, Esq., at Pardalis & Nohavicka, LLP as legal counsel. David Crapo is the patient care ombudsman appointed in the Debtor's Chapter 11 case. [*] 31st Distressed Investing Conference on Dec. 4 in NYC --------------------------------------------------------- Get ready for the 31st Annual Distressed Investing Conference, presented by Beard Group, Inc. Once a year, the top industry experts gather together to discuss the latest topics and trends in the distressed investing industry. This value-packed event features special presentations from keynote speakers, live panel discussions with industry experts and networking with other insolvency professionals. This in-person conference will be held Wed., Dec., 4, 2024 at The Harmonie Club in New York City. Registration is coming soon. Visit https://www.distressedinvestingconference.com for more information. For sponsorship opportunities, please contact: Will Etchison Conference Producer Tel: 305-707-7493 E-mail: will@beardgroup.com [] Alex Rovira Joins Troutman Pepper's Restructuring Practice ------------------------------------------------------------- Alex Rovira, a seasoned restructuring attorney, has joined Troutman Pepper's New York office as a partner in the firm's Finance and Restructuring Practice. He joins the firm from Sidley Austin LLP. "We are thrilled to welcome Alex to our team at Troutman Pepper. His extensive experience across various industry sectors will enhance our Finance and Restructuring practice," said John Leonti, chair of Troutman Pepper's Regulatory and Finance Department. "Alex's diverse background in complex distress situations and his proven track record in corporate restructuring and insolvency matters align perfectly with our commitment to providing our clients with effective solutions." Mr. Rovira has over 20 years of experience advising financial institutions, private credit lenders, hedge funds, bondholders and distress investors, as well as private equity owners, their portfolio companies and boards in all aspects of complex distress situations both in and out of court. With a career spanning across various international offices, including London and Hong Kong, Rovira has cultivated a broad and diverse range of experience in representing clients on a multitude of corporate restructurings and workouts, financings, distressed M&A, creditors' rights, bankruptcy, and insolvency matters. Mr. Rovira's practice includes advising on liability management transactions, structuring finance transactions, exercising and enforcing lender remedies and all aspect of distress asset sales and purchases. His work encompasses representing both debtors' and creditors' rights in complex U.S. Chapter 11 and Chapter 15 cases, solvent and insolvent schemes of arrangements proceedings in England, Hong Kong, and the Cayman Islands, and cross-border reorganizations. "I am excited to join Troutman Pepper," Mr. Rovira said. "I look forward to working alongside the exceptional team here and contributing to the firm's dynamic Finance and Restructuring Practice. My focus remains steadfast on delivering unparalleled service and strategic guidance to my clients in this ever-evolving financial landscape." Mr. Rovira earned his J.D. from Georgetown University Law Center, LL.M. year-long course work in Corporate Insolvency from University College London, and his A.B. from Harvard University. "Alex's addition to our New York office is a significant asset," said Steven Khadavi, managing partner of the firm's New York office. "Alex's vast experience and in-depth knowledge of complex insolvency matters will be invaluable in serving our diverse client base. His arrival amplifies our commitment to being a leading firm for financial restructuring and insolvency issues, meeting the needs of our clients both in New York and across the country." Troutman Pepper's Financial Restructuring + Insolvency Practice Group provides clients with creative solutions in financial restructuring and insolvency matters that prioritize recovery or return on investment. The team's deep understanding of pre- and post-insolvency issues from every stakeholder's perspective enables the group to help clients prevent and prepare for financial crises and to serve as trusted advisors to effectively respond to financial distress. About Troutman Pepper Troutman Pepper -- http://www.troutman.com-- is a national law firm with 1,100+ attorneys strategically located in more than 20 U.S. cities. The firm's litigation, transactional, and regulatory practices advise a diverse client base, from startups to multinational enterprises. The firm provides sophisticated legal solutions to clients' most pressing business challenges, with depth across industry sectors, including energy, financial services, health sciences, insurance, and private equity, among others. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***